Exhibit
10.39


 


Execution
Version


 


REDACTED COPY


Portions
of this Exhibit 10.39 have been omitted pursuant to a confidential
treatment request.  The omitted material
has been filed separately with the Securities and Exchange Commission.


 




 


 





INDENTURE


 


 


dated as of August 9, 2005


 


 


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


 


	
  ARTICLE I

  	
   

  
	
   

  	
   

  
	
  DEFINITIONS

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 1.01

  	
  Definitions

  	
   

  
	
  Section 1.02

  	
  Rules of Construction

  	
   

  
	
  Section 1.03

  	
  Compliance Certificates and Opinions

  	
   

  
	
  Section 1.04

  	
  Acts of Noteholders

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE II

  	
   

  
	
   

  	
   

  
	
  THE NOTES

  	
   

  
	
   

  	
   

  
	
  Section 2.01

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

  	
   

  
	
  Section 2.02

  	
  Restrictive Legends

  	
   

  
	
  Section 2.03

  	
  Note Registrar and Paying Agent

  	
   

  
	
  Section 2.04

  	
  Paying Agent to Hold Money in Trust

  	
   

  
	
  Section 2.05

  	
  Method of Payment

  	
   

  
	
  Section 2.06

  	
  Minimum Denomination

  	
   

  
	
  Section 2.07

  	
  Exchange Option

  	
   

  
	
  Section 2.08

  	
  Mutilated, Destroyed, Lost or Stolen Notes

  	
   

  
	
  Section 2.09

  	
  Payments of Transfer Taxes

  	
   

  
	
  Section 2.10

  	
  Book-Entry Registration

  	
   

  
	
  Section 2.11

  	
  Special Transfer Provisions

  	
   

  
	
  Section 2.12

  	
  Temporary Definitive Notes

  	
   

  
	
  Section 2.13

  	
  Statements to Noteholders

  	
   

  
	
  Section 2.14

  	
  CUSIP, CINS AND ISIN Numbers

  	
   

  
	
  Section 2.15

  	
  Debt Treatment of Notes

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE III

  	
   

  
	
   

  	
   

  
	
  ACCOUNTS; PRIORITY OF PAYMENTS

  	
   

  
	
   

  	
   

  
	
  Section 3.01

  	
  Establishment of Accounts; Investments

  	
   

  
	
  Section 3.02

  	
  Collections Account

  	
   

  



 


i





















 


	
  Section 3.03

  	
  Engine Acquisition Account

  	
   

  
	
  Section 3.04

  	
  Senior Restricted Cash Account

  	
   

  
	
  Section 3.05

  	
  Junior Restricted Cash Account

  	
   

  
	
  Section 3.06

  	
  Engine Reserve Account

  	
   

  
	
  Section 3.07

  	
  Security Deposit Account

  	
   

  
	
  Section 3.08

  	
  Expense Account

  	
   

  
	
  Section 3.09

  	
  Series Accounts

  	
   

  
	
  Section 3.10

  	
  Redemption/Defeasance Account

  	
   

  
	
  Section 3.11

  	
  Engine Replacement Account

  	
   

  
	
  Section 3.12

  	
  Calculations

  	
   

  
	
  Section 3.13

  	
  Payment Date Distributions from the
  Collections Account

  	
   

  
	
  Section 3.14

  	
  Allocation Rules

  	
   

  
	
  Section 3.15

  	
  Certain Redemptions

  	
   

  
	
  Section 3.16

  	
  Procedure for Redemptions

  	
   

  
	
  Section 3.17

  	
  Collections Loans

  	
   

  
	
  Section 3.18

  	
  Adjustments in Targeted Principal Balances

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV

  	
   

  
	
   

  	
   

  
	
  DEFAULT AND REMEDIES

  	
   

  
	
   

  	
   

  
	
  Section 4.01

  	
  Events of Default

  	
   

  
	
  Section 4.02

  	
  Remedies Upon Event of Default

  	
   

  
	
  Section 4.03

  	
  Limitation on Suits

  	
   

  
	
  Section 4.04

  	
  Waiver of Existing Defaults

  	
   

  
	
  Section 4.05

  	
  Restoration of Rights and Remedies

  	
   

  
	
  Section 4.06

  	
  Remedies Cumulative

  	
   

  
	
  Section 4.07

  	
  Authority of Courts Not Required

  	
   

  
	
  Section 4.08

  	
  Rights of Noteholders to Receive Payment

  	
   

  
	
  Section 4.09

  	
  Indenture Trustee May File Proofs of Claim

  	
   

  
	
  Section 4.10

  	
  Undertaking for Costs

  	
   

  
	
  Section 4.11

  	
  Control by Noteholders

  	
   

  
	
  Section 4.12

  	
  Purchase Rights of the Series B
  Noteholders

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE V

  	
   

  
	
   

  	
   

  
	
  REPRESENTATIONS, WARRANTIES AND COVENANTS

  	
   

  
	
   

  	
   

  
	
  Section 5.01

  	
  Representations and Warranties

  	
   

  
	
  Section 5.02

  	
  General Covenants

  	
   

  



 


ii





















 


	
  Section 5.03

  	
  Portfolio Covenants

  	
   

  
	
  Section 5.04

  	
  Operating Covenants

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE VI

  	
   

  
	
   

  	
   

  
	
  THE INDENTURE TRUSTEE

  	
   

  
	
   

  	
   

  
	
  Section 6.01

  	
  Acceptance of Trusts and Duties

  	
   

  
	
  Section 6.02

  	
  Absence of Duties

  	
   

  
	
  Section 6.03

  	
  Representations or Warranties

  	
   

  
	
  Section 6.04

  	
  Reliance; Agents; Advice of Counsel

  	
   

  
	
  Section 6.05

  	
  Not Acting in Individual Capacity

  	
   

  
	
  Section 6.06

  	
  No Compensation from Noteholders

  	
   

  
	
  Section 6.07

  	
  Notice of Defaults

  	
   

  
	
  Section 6.08

  	
  Indenture Trustee May Hold Securities

  	
   

  
	
  Section 6.09

  	
  Corporate Trustee Required; Eligibility

  	
   

  
	
  Section 6.10

  	
  Reports by WEST

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE VII

  	
   

  
	
   

  	
   

  
	
  SUCCESSOR TRUSTEES

  	
   

  
	
   

  	
   

  
	
  Section 7.01

  	
  Resignation and Removal of Indenture Trustee

  	
   

  
	
  Section 7.02

  	
  Appointment of Successor

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE VIII

  	
   

  
	
   

  	
   

  
	
  INDEMNITY

  	
   

  
	
   

  	
   

  
	
  Section 8.01

  	
  Indemnity

  	
   

  
	
  Section 8.02

  	
  Noteholders’ Indemnity

  	
   

  
	
  Section 8.03

  	
  Survival

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE IX

  	
   

  
	
   

  	
   

  
	
  SUPPLEMENTAL INDENTURES

  	
   

  
	
   

  	
   

  
	
  Section 9.01

  	
  Supplemental Indentures Without the Consent of the Noteholders

  	
   

  
	
  Section 9.02

  	
  Supplemental Indentures with the Consent of Noteholders

  	
   

  
	
  Section 9.03

  	
  Execution of Supplemental Indentures

  	
   

  
	
  Section 9.04

  	
  Effect of Supplemental Indentures

  	
   

  



 


iii





















 


	
  Section 9.05

  	
  Reference in Notes to Supplemental Indentures

  	
   

  
	
  Section 9.06

  	
  Issuance of Additional Series of Notes

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE X

  	
   

  
	
   

  	
   

  
	
  MODIFICATION AND WAIVER

  	
   

  
	
   

  	
   

  
	
  Section 10.01

  	
  Modification and Waiver with Consent of Holders

  	
   

  
	
  Section 10.02

  	
  Modification Without Consent of Holders

  	
   

  
	
  Section 10.03

  	
  Subordination and Priority of Payments

  	
   

  
	
  Section 10.04

  	
  Execution of Amendments by Indenture Trustee

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE XI

  	
   

  
	
   

  	
   

  
	
  SUBORDINATION

  	
   

  
	
   

  	
   

  
	
  Section 11.01

  	
  Subordination

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE XII

  	
   

  
	
   

  	
   

  
	
  DISCHARGE OF INDENTURE; DEFEASANCE

  	
   

  
	
   

  	
   

  
	
  Section 12.01

  	
  Discharge of Liability on the Notes; Defeasance

  	
   

  
	
  Section 12.02

  	
  Conditions to Defeasance

  	
   

  
	
  Section 12.03

  	
  Application of Trust Money

  	
   

  
	
  Section 12.04

  	
  Repayment to Issuer

  	
   

  
	
  Section 12.05

  	
  Indemnity for Government Obligations and Corporate Obligations

  	
   

  
	
  Section 12.06

  	
  Reinstatement

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE XIII

  	
   

  
	
   

  	
   

  
	
  MISCELLANEOUS

  	
   

  
	
   

  	
   

  
	
  Section 13.01

  	
  Right of Indenture Trustee to Perform

  	
   

  
	
  Section 13.02

  	
  Waiver

  	
   

  
	
  Section 13.03

  	
  Severability

  	
   

  
	
  Section 13.04

  	
  Notices

  	
   

  
	
  Section 13.05

  	
  Assignments

  	
   

  
	
  Section 13.06

  	
  Currency Conversion

  	
   

  
	
  Section 13.07

  	
  Application to Court

  	
   

  
	
  Section 13.08

  	
  Governing Law

  	
   

  



 


iv





















 


	
  Section 13.09

  	
  Jurisdiction

  	
   

  
	
  Section 13.10

  	
  Counterparts

  	
   

  
	
  Section 13.11

  	
  Table of Contents, Headings, Etc.

  	
   

  



 


	
  Schedule

  	
   

  	
  Description

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Schedule 1

  	
   

  	
  Engine Subsidiaries

  	
   

  
	
  Schedule 2

  	
   

  	
  Engine Trusts

  	
   

  
	
  Schedule 3

  	
   

  	
  Leasing Subsidiaries

  	
   

  
	
  Schedule 4

  	
   

  	
  Initial Engines

  	
   

  
	
  Schedule 5

  	
   

  	
  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





















 


INDENTURE, dated as of August 9,
2005 (as amended, supplemented and otherwise modified from time to time, this “Indenture”), 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,
indenture trustee of each Series of Notes (the “Indenture
Trustee”).


 


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.


 


“Account”
means each of the Collections Account, the Expense Account, the Engine
Replacement Account, the Security Deposit 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 and any 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 member of
WEST Group in a Permitted Engine Acquisition.


 


“Acquisition
Balance Redemption” has the meaning given to such term in Section 3.15(b) hereof.


 


“Act”
has the meaning, with respect to any Noteholder, given to such term in Section 1.04
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 Engine acquired by a member of WEST Group (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
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, such Engine’s Base
Value, adjusted for the actual maintenance status of such 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 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” shall mean 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.


 










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


 


7





















 


“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 that are subject to the Lien
of a Mortgage, 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
Disposition Proceeds in a Replacement Exchange, the amount of the Disposition
Proceeds to be so invested.


 


“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.


 


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


 


“Allowed
Restructuring” has the meaning given to such term in Section 5.02(f)(i) 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
Servicer Audit” means an annual audit of the activities of the
Servicer on the basis of agreed procedures.


 


8





















 


“Annual
Report” has the meaning given to such term in Section 2.13(a) hereof.


 


“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.


 


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


 


“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.


 


“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 pursuant to Sections
3.01(e), 3.02(b) 3.04(d), 3.05(d), 3.06(a), 3.07(a) and 3.17 during the
period beginning on such Determination Date and ending on such Payment Date.


 


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


 


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


 


9





















 


(b) If
WEST elects to reinvest all of the Modified Net Sales Proceeds in a Replacement
Exchange but in fact reinvests less than all of such Modified Net Sales
Proceeds within the Replacement Period, the Available Sales Proceeds will be
equal to the product of (x) the Modified Net Sale Proceeds from the Engine
Disposition and (y) a fraction, the numerator of which is the amount of the
Disposition Proceeds from such Engine Disposition that are transferred to the
Collections Account at the end of the applicable Replacement Period and the
denominator of which is the entire amount of the Disposition Proceeds from such
Engine Disposition, and such Available Sales 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 Sales Proceeds from
an Engine Disposition, the portion of the Modified Net Sales Proceeds that is
not to be reinvested will be treated as Available Sales Proceeds and will be
included in the Available Collections Amount on the next succeeding Payment
Date; the portion of the Modified Net Sales Proceeds that WEST elects for
reinvestment will be treated as Available Sales Proceeds and included in the
Available Collections Amount on the next Payment Date after the end of the
Replacement Period to the extent, if any, that they are not in fact reinvested,
calculated as described in clause (b) above.


 


“Aviation Authority” means the FAA, the JAA/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” shall mean 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 have become the Back-Up Servicer under that
agreement, after which “Back-Up Servicer” shall mean 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.


 


10





















 


“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 Notes, the
meaning given to such term in the related Supplement.


 


“Base Interest Amount”
means, with respect to any Series of Notes, that amount of Base
Interest due and payable on such Series of Note on a Payment Date, including
any Base Interest due and payable 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 3.12(d)(ii) hereof.


 


“Base Value”
means, with respect to an Engine, an Appraiser’s opinion of the underlying
economic value of the Engine, in an open, unrestricted, stable market
environment with a reasonable balance of supply and demand, and with full
consideration of the 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.


 


“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.


 


11





















 


“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.


 


“Capetown Convention”
means the Protocol to the Convention on International Interests in Mobile
Equipment on Matters specific to Aircraft Equipment (Capetown, 2001), together
with the Convention on International Interest in Mobile Equipment (Capetown,
2001).


 


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


 


“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 International 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.


 


“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 is no Collection Period for
the first Payment Date in respect of the Initial Notes, and the payments of
principal and interest to be made on such first Payment Date will be funded in
part out of the proceeds of the Initial Notes to be 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


 


12





















 


Engine Replacement Account or a Qualified Escrow
Account), (v) Modified Net Sales Proceeds deposited in the Engine
Replacement Account or a Qualified Escrow Account and not applied to the
purchase or funding of an Additional Engine or Qualified Engine Modification,
including amounts transferred from the Engine Replacement Account (or received
from a Qualified Intermediary) due to a failure to acquire or fund an
Additional Engine or Qualified Engine Modifications within the 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 Reserve Account or the Engine Acquisition Account, (ix) any
proceeds of any Collections Loan made pursuant to Section 3.17 hereof, (x)
the portion of the Net Proceeds of the Series A1 Notes and Series B1
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 any funds to be applied in connection with a Redemption and 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 3.17 hereof.


 


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


 


“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 give 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.


 


“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


 


13





















 


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.


 


“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.


 


“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 Deutsche 60 Wall Street—26th Floor, New York, New York 10005,
Attention: Corporate Trust and Agency
Services, Facsimile No:  (212) 797-8606, 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 3.13 hereof.


 


14





















 


“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


 


“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, the
period beginning on the Closing Date for such Series of 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.


 


15





















 


“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 Sales Proceeds to be calculated without deducting the
amount of the Disposition Fee).


 


“Disposition
Proceeds” means, with respect to any Engine Disposition, an amount
equal to the sum of (i) the Modified Net Sale Proceeds realized therefrom,
and (ii) any amounts released from the Engine Reserve Account in
connection with such Engine Disposition pursuant to Section 3.06(d) hereof.


 


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


 


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


 


“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


 


16





















 


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 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)                                 An Early Amortization Event
specified in the related Supplement for any Series of Notes shall have
occurred and be continuing.


 


“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.


 


“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


 


17





















 


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,
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.


 


“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 a basic power jet propulsion engine assembly for an aircraft that is (i) Stage
III or later compliant, (ii) manufactured by any QEC Kit and an Approved
Manufacturer, and (iii) owned by WEST or any Engine Subsidiary, including
its essential accessories as supplied by the manufacturer of such aircraft
engine, but excluding the nacelle, and including any and all modules and Parts
incorporated in, installed on or attached to each such engine from time to time
and any substitutions therefor.


 


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


 


“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.


 


18





















 


“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.


 


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


 


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


 


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


 


“Engine
Reserve Deposit” has the meaning given to such term in Section 3.12(a) hereof.


 


“Engine
Subsidiaries” means, initially, 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
Sub-Account” has the meaning given to such term in Section 3.06(b) hereof.


 


“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, initially, each owner trust agreement with an
Engine Trustee in effect on the Closing Date, as set forth on Schedule 2,
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 initially, 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, 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.


 


19





















 


“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.


 


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


 


“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.


 


“Final
Principal Payment Shortfall” has the meaning given to such term in Section 3.12(d)(vi) hereof.


 


“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.


 


20





















 


“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” shall mean 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.


 


“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 Shortfall” has the meaning given to such term in Section 3.12(d) 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.


 


“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.


 


“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.


 


21





















 


“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 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 member of WEST Group, and (iii) in the case of any
other Additional Engine, 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 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)
Airclaims, Ltd., 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.


 


“Initial
Closing Date” means August 9, 2005.


 


“Initial
Engine” means each of the Engines (or an interest therein)
identified on Schedule 4 hereto that has been, or will be, 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 is not
delivered on the Initial Closing Date.


 


22





















 


“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)(iv) 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 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 3.13 hereof, and (iii) is
consistent with the requirements of Section 5.02(f)(iv).


 


“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.


 


“Joint Airworthiness
Authorities” or “JAA” means the
Joint Airworthiness Authorities of the European Union.


 


“Junior Borrowing Base”
means, as of any date of determination, the sum of (a) *** of the then
Aggregate Adjusted Borrowing Value; (b) the Balance in the Junior
Restricted Cash Account on such date; and (c) the Balance in the Engine
Acquisition 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.


 










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


 


23





















 


“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
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.


 


“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.


 


“Leasing
Subsidiaries” means, initially, 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, in each
case, includes Security Deposits and Maintenance Reserve Payments that are
Segregated Funds.


 


24





















 


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


 


“Lessor
Account” has the mean 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 Trustee and notified in writing by the
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 Telerate Page 3750
(defined below) 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 a Telerate Page 3750, “LIBOR” shall mean the rate per annum equal to the average
rate at which the principal London offices of The Union Bank of Switzerland 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.  As used herein, “Telerate Page 3750”
means Page 3750 on Moneyline Telerate or such other page as may
replace the page 3750 on that service or such other service as may be
nominated by the British Bankers’ Association for the purpose of displaying
London interbank offered rates for Dollar deposits.


 


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


 


“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 Reserve Evaluation” means, 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
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.


 


“Maintenance
Reserve Payment” means any payment (including any use payment)
deposited in or credited to the Collections Account or Engine Reserve 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.


 


“Maintenance
Reserve Payment Balance” means the amount of the Maintenance Reserve
Payments held by the seller of an Engine to be transferred to the Engine
Reserve Account in


 


25





















 


connection with the acquisition of such Engine, as provided in the
Asset Transfer Agreement for the Initial Engines and in the applicable
Acquisition Agreement for any Additional Engines.


 


“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; (b) the Balances in the Senior
Restricted Cash Account and the Junior Restricted Cash Account on such date;
and (c) the Balance in the Engine Acquisition 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” shall mean, with respect to any
Warehouse Note, the maximum amount that WEST may borrow from the Holder of such
Warehouse Note, which shall be equal to the Maximum Commitment of such Holder.


 


“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.


 


“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


 










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


 


26





















 


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 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 2.13(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 create a Lien.


 


“Net Base
Interest Shortfall” has the meaning given to such term in Section 3.05(c) hereof.


 


“Net Hedge
Payment Shortfall” has the meaning given to such term in Section 3.04(c) hereof.


 


“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 Stated
Interest Shortfall” has the meaning given to such term in Section 3.04(c) hereof.


 


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


 


27





















 


“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 capital costs
and similar amounts, including indemnification payments, 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.


 


“Operating
Expenses” means (i) WEST Expenses, (ii) Ordinary Course
Expenses and (iii) Mandatory Engine Modifications but only to the extent
of the excess of the cost of any


 


28





















 


Mandatory Engine Modification over the portion funded
from the Balance in the Engine Reserve Account.


 


“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 of the
following 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: (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.


 


“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 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 shall mean, 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.


 


29





















 


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


 


“Owners”
means the holders of the Beneficial Interest.


 


“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” means the schedule prepared by the Administrative
Agent pursuant to Section 3.12(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 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.


 


30





















 


“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)(ii)(3) 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;


 


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.


 


31





















 


“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.


 


“Portfolio
Sub-Account” has the meaning given to such term in Section 3.06(c) hereof.


 


“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.


 


“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) hereof.


 


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


 


“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.


 


32





















 


“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.


 


“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 the Disposition
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 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.


 


“QIB”
means a “qualified institutional buyer” as defined in Rule 144A.


 


“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.


 


33





















 


“Redemption”
means an Optional Redemption, an Acquisition Balance Redemption or a Tax 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 3.16(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.


 


“Redemption Price”
means, with respect to any Series of Notes that will be the subject of a
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, a 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.


 


“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


 


34





















 


such additional information as may be specified in the Supplement
pursuant to which such Note is issued


 


“Related Documents”
means the Administrative Agency Agreement, the Acquisition Agreements, the
Servicing Agreement, the Back-Up Servicing Agreement, each Enhancement
Agreement, this Indenture, any Hedging Agreements, the Notes, each Supplement,
the Security Documents and the Back-Up Administrative Agency Agreement together
with all certificates, documents and instruments delivered pursuant to any of
the foregoing.


 


“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 3.12(a) through (e).


 


 “Remaining Engine” means (a) any Initial Engine for
which title thereto has not been transferred to an Engine Subsidiary on or
prior to the Initial Closing Date and which is 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.


 


“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 WEST or a WEST Subsidiary 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 Disposition 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 Disposition
Proceeds in a Replacement Exchange in accordance with Section 3.11 hereof.


 


“Replacement Period”
means, with respect to any portion of the Disposition 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.


 


“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


 


35





















 


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 3.12(a).


 


“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.


 


“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 and (ii) with
respect to WEST, any Controlling Trustee.


 


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


 


“Sales 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 (A) the Disposition Proceeds realized from such
Engine Disposition exceeds (B) 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 Parties”
has the meaning given to such term in the Security Trust Agreement.


 


36





















 


“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 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 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 pursuant to the Security Trust Agreement.


 


“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; (b) the
Balance on deposit in the Senior Restricted Cash Account on such date; and (c) the
Balance in the Engine Acquisition 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.


 


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


 


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


 


37





















 


“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 sum of the Outstanding Principal Balances of all Series A
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.


 


“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.


 


“Series”
means any series of Notes established pursuant to a 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 3.14(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.


 


“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 *** of the Available Sales 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 3.18(b).


 


“Series A
Payment Date Scheduled Disposition Fraction” means, for any Payment
Date a fraction, the numerator of which is *** of the Available Sales 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 3.18(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.


 










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


 


38





















 


“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
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 *** of the Available Sales Proceeds
included in the Available Collections Amount on that Payment Date and the
denominator of which is the sum of the original
Scheduled Targeted Principle Balances for all Series A Notes and Series B
Notes on such Payment Date, as adjusted for any Optional Redemption pursuant to
Section 3.18(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.


 


“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
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.


 


“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” means, with respect to any Series, the date on which the Notes
of such Series are to be originally issued in accordance with the
provisions of Section 9.06 of this Indenture and the related Supplement.


 


“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












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


 


39





















 


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” shall mean 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.


 


“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, cost of preparing 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.


 


“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 3.12(d).


 


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


 


40





















 


“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 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 member of WEST Group 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 3.14(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 3.15(c) hereof.


 


41





















 


“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.


 


“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.


 


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


 


“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.


 


“UBS Investment
Bank” means UBS Securities LLC and UBS Limited, each of which is a
subsidiary of UBS AG, and acting through UBS AG’s global investment banking and
securities business.


 


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


 


42





















 


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


 


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


 


“WEST”
means Willis Engine Securitization Trust, a Delaware statutory trust organized
pursuant to the Trust Agreement.


 


“WEST Expense”
means, for any Payment Date, any of the following 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: (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; (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


 


43





















 


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 (including WEST Ireland) 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
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.


 


(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 shall 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.


 


44





















 


(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.


 


(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.


 


45





















 


(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;


 


(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


 


46





















 


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.


 


(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.


 


47





















 


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
shall consist of four (4) Series, the Series A1 Term Notes, the Series B1
Term Notes, the Series A2 Warehouse Notes and the Series 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 9.06 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 Supplement pursuant to this Indenture and may be issued in such
Classes within a Series as may be authorized by the related Supplement for
such Series.  Each Series of Series A
Notes and Series B Notes shall be created by a separate Supplement and
shall be given consecutive numbers in chronological order of issuance to
differentiate the Notes of each such Series of Series A Notes and Series B
Notes from the Notes of any other Series of Series A Notes and Series B
Notes, respectively.


 


(c)                                  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.


 


(d)                                 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


 


48





















 


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.


 


(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 


 


49





















 


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.


 


(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.


 


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


 


(f)                                    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.


 


(g)                                 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.


 


(h)                                 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 2.11(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 WITHIN THE UNITED STATES OR TO, OR


 


50





















 


FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS 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 AND IS ACQUIRING THIS
NOTE IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH 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 CASE (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


 


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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 2.11 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


 


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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 $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.


 


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(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.


 


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.


 


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


 


54





















 


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 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.


 


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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, 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.


 


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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.  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                                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 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,


 


57





















 


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 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.


 


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(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 2.11,
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 2.11, bear the Private Placement Legend applicable to a
Unrestricted Book-Entry Note set forth in Section 2.02 hereof.


 


Section 2.11                                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 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 2.10(b) 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


 


59





















 


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:


 


(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.


 


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(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 2.10(b) 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 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 2.11
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.


 


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(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 2.12                                Temporary Definitive
Notes.


 


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.


 


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 2.13                                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 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


 


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Annual Budget with the Monthly Report for January sent to the
Persons described in the preceding sentence. 
WEST shall cause the Administrative Agent to delivery 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 2.13(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 2.13(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 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 Trustee shall distribute a copy of the Payment
Date Schedule delivered by the Administrative Agent pursuant to Section 3.12(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 2.13(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.


 


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(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
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 2.14                                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.


 


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Section 2.15                                     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, will establish on or before the Initial Closing Date and
maintain in the name of WEST all of the following accounts: (i) a collections
account (the “Collections Account”),
(ii) an engine replacement account (the “Engine
Replacement Account”), (iii) a security deposit account (the “Security Deposit Account”), (iv) an
expense account (the “Expense Account”),
(v) one account for each Series of Notes to be issued on the Initial Closing
Date (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 Interest Reserve Account for the Series A1 Notes (the “Series A1 Interest Reserve Account”), (ix)
an engine reserve account (the “Engine
Reserve Account”) and (x) an engine acquisition account (the “Engine Acquisition Account”). From time to
time thereafter, including on any other 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.


 


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(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,
however, 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 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 any transfers
to or from the Collections Account on such Payment Date pursuant to Sections
3.04, 3.05, 3.06, 3.07 and 3.17 or the distributions pursuant to Section 3.13,
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 (except as may be otherwise required in the
case of Segregated Funds).


 


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 in
accordance with Section 3.04, the Junior Restricted Cash Account in accordance
with Section 3.05, the Engine Reserve Account in accordance with Section 3.06,
the Security Deposit Account in accordance with Section 3.07 and the Engine
Replacement Account (or Qualified Escrow Accounts held with Qualified
Intermediaries) in accordance with Section 3.11. WEST


 


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also may direct the Indenture Trustee to deposit in the Collections
Account the amount of any Warehouse Advance made pursuant to Section 3.17.


 


(b)                                 Amounts
received in the Collections Account in respect of Security Deposits and
Maintenance Reserve Payments will be transferred, on each Payment Date,
directly into the Security Deposit Account and the Engine Reserve Account,
respectively, 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 Sales Proceeds for such Engine Disposition may be transferred to
the Engine Replacement Account, to the extent that WEST elects to reinvest all
or 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
3.13.


 


(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 Series of Notes issued on such Closing
Date, funds in an amount equal to the sum of the Allocated Amounts for such
Remaining Engines, as such Allocated Amount may be adjusted for capital
improvements and/or casualties pursuant to the related Supplement between the
Closing Date and a Delivery Date. Proceeds of borrowings under the Warehouse
Notes that are to be used to fund the acquisition of the Third Remaining Engine
and any Additional Engines or the cost of any Mandatory Engine Modifications or
Discretionary Engine Modification also shall be deposited in the Engine
Acquisition Account, for disbursement on the applicable Funding Date or during
the Delivery Period beginning on such Funding Date.  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 funds allocable to any such Additional Engines,
Mandatory Engine Modifications or Discretionary Engine Modifications.


 


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(b)                                 On
each Delivery Date on which WEST 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 all of the conditions for the release of funds under the Related
Documents and for payment of the Purchase Price for such Remaining Engine
specified in the Asset Transfer Agreement or the applicable Acquisition
Agreement or for such Additional Engine specified in the applicable Acquisition
Agreement have been satisfied, will transfer funds from the Engine Acquisition
Account to Willis, in the case of the Asset Transfer Agreement, or to the
applicable Seller, in the case of the applicable Acquisition Agreement, in each
case in the amount specified in the Asset Transfer Agreement or such
Acquisition Agreement, as applicable.


 


(c)                                  On
each Funding Date or other Business Day on which WEST is to pay the Purchase
Price of a Mandatory Engine Modification or 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 all of the conditions for the release of funds under the Related
Documents and for payment of all or such portion of the Purchase Price of such
Mandatory Engine Modification or Discretionary Engine Modification specified in
the applicable Modification Agreement have been satisfied, will transfer funds
from the Engine Acquisition Account to the Supplier of such Mandatory Engine Modification
or Discretionary Engine Modification, in the amount specified in the applicable
Modification Agreement.


 


(d)                                 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 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 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 3.15(b) hereof.


 


Section 3.04                                Senior
Restricted Cash Account.


 


(a)                                  On
the Initial Closing Date, WEST shall deposit (or cause to be deposited) in the
Senior Restricted Cash Account cash, in an amount equal to the Senior
Restricted Cash Amount as of the Initial Closing Date, out of the Net Proceeds
of the Series A1 Notes received on the Initial Closing Date and out of the
Loans made under the Series A2 Notes on the Initial Closing Date.  On each other Closing Date and on any Funding
Date, WEST shall deposit (or cause to be deposited) in the Senior Restricted
Cash Account cash, in an amount equal to four percent (4%) of the Outstanding
Principal Balance of the Additional Notes that are Series A Notes issued on any
such Closing Date or four percent (4%) of the amount of Loans borrowed


 


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under Series A Warehouse Notes on any such Closing Date or Funding
Date, as applicable, out of the Net Proceeds of such Additional Notes or such
Loans, as applicable.


 


(b)                                 On
each Payment Date on which the Available Collections Amount is to be
distributed pursuant to Section 3.13(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 Indenture Trustee shall, in accordance with the Payment
Date Schedule delivered pursuant to Section 3.12(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 3.13.


 


(c)                                  On
each Payment Date on which there is a Stated Interest Shortfall in respect of
one or more Series of Series A Notes or a Hedge Payment Shortfall in respect of
one or more Hedge Counterparties, the Indenture Trustee shall, in accordance
with the Payment Date Schedule delivered pursuant to Section 3.12(e) hereof,
withdraw from the Senior Restricted Cash Account and deposit in the Series
Accounts for the Series A Notes an amount equal to the lesser of (i) the
aggregate amount of (x) the Stated Interest Shortfalls for all Series A Notes
and (y) the Hedge Payment Shortfalls for all Hedge Counterparties and (ii) the
Balance in the Senior Restricted Cash Account, provided
that if the Balance in the Senior Restricted Cash Account on a Determination
Date is less than the aggregate amount described in clause (i) for the related
Payment Date, then the Balance in the Senior Restricted Cash Account will be
allocated among the various affected Series and Hedge Counterparties in
proportion to the Stated Interest Shortfalls and Hedge Payment Shortfalls. The
excess of the Stated Interest Shortfall over the Balance so allocated to each
Series shall be the “Net Stated Interest
Shortfall” for such Series and shall be added to the Stated Interest
Amount of such Series for the next succeeding Payment Date.  The excess of the Hedge Payment Shortfall
over the Balance so allocated to each Hedge Counterparty shall be the “Net Hedge Payment Shortfall” for such
Hedge Counterparty and shall be added to the Periodic Hedge Payment due to such
Hedge Counterparty for the next succeeding Payment Date.


 


(d)                                 On
each Payment Date on which the Available Collections Amount is to be
distributed pursuant to Section 3.13(a) or (b), before making any distributions
pursuant to Section 3.13, the Indenture Trustee, in accordance with the Payment
Date Schedule delivered pursuant to Section 3.12(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 A Notes to be made on such Payment Date).


 


(e)                                  If
an Event of Default shall have occurred and a Collateral Liquidation Notice
shall have been delivered to the Trustee, or on the last Final Maturity Date
for any Series of Series A Notes, then 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 Accounts for
the Series A Notes, allocated among such Series Accounts in proportion to the
Outstanding Principal Balances of such Series of Series A Notes.


 


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(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 shall deposit (or cause to be deposited) in the
Junior Restricted Cash Account cash, in an amount equal to the Junior
Restricted Cash Amount as of the Initial Closing Date, out of the Net Proceeds
of the Series B1 Notes received on the Initial Closing Date and out of the
Loans made under the Series B2 Notes on the Initial Closing Date.  On each other Closing Date and on any Funding
Date, WEST shall deposit (or cause to be deposited) in the Junior Restricted
Cash Account cash, in an amount equal to three percent (3%) of the Outstanding
Principal Balance of the Additional Notes that are Series B Notes issued on any
such Closing Date or three percent (3%) of the amount of Loans borrowed under
Series B Warehouse Notes on any such Closing Date or Funding Date, as
applicable, out of the Net Proceeds of such Additional Notes or such Loans, as
applicable.


 


(b)                                 On
each Payment Date on which the Available Collections Amount is to be
distributed pursuant to Section 3.13(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 3.12(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 3.13.


 


(c)                                  On
each Payment Date on which there is a Base Interest Shortfall in respect of one
or more Series of Series B Notes, the Indenture Trustee shall, in accordance
with the Payment Date Schedule delivered pursuant to Section 3.12(e) hereof,
withdraw from the Junior Restricted Cash Account and deposit in the Series
Accounts for the Series B Notes an amount equal to the lesser of (i) the
aggregate amount of the Base Interest Shortfalls for all Series B Notes and (ii)
the Balance in the Junior Restricted Cash Account, provided that if the Balance in the Junior Restricted Cash
Account on a Determination Date is less than the aggregate amount of such Base
Interest Shortfalls for the related Payment Date, then Balance in the Junior
Restricted Cash Account will be allocated among the various affected Series in
proportion to the Base Interest Shortfalls for such Series.  The excess of the Base Interest Shortfall
over the Balance so allocated to each Series shall be the “Net Base Interest Shortfall” for such
Series and shall be added to the Base Interest Amount of such Series for the
next succeeding Payment Date.


 


(d)                                 On
each Payment Date on which the Available Collections Amount is to be
distributed pursuant to Section 3.13(a) or (b), before making any distributions
pursuant to Section 3.13, the Indenture Trustee, in accordance with the Payment
Date Schedule delivered pursuant to Section 3.12(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 3.04(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).


 


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(e)                                  If
an Event of Default shall have occurred and a Collateral Liquidation Notice
shall have been delivered to the Indenture Trustee, or on the last Final
Maturity Date for any Series of Series B Notes, then the Balance in the Junior
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
Accounts for the Series B Notes, allocated among such Series Accounts in
proportion to the Outstanding Principal Balances of such Series of Series B
Notes.


 


(f)                                    The
amount of the Junior Restricted Cash Amount may be decreased from time to time
subject to the following conditions: (i) a Rating Agency Confirmation is
obtained; and (ii) the Control Party for each Outstanding Series of Series B
Notes consents to such change.


 


Section 3.06                                Engine
Reserve 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
Engine Reserve Account the amount of Maintenance Reserve Payment Balances, if
any, received from 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 3.13 hereof, and from time to time between Payment Dates, the Administrative
Agent or, if applicable, the Indenture Trustee shall direct the Operating Bank
to transfer from the Collections Account to the Engine Reserve Account the
amount of any Maintenance Reserve Payments then on deposit in the Collections
Account.


 


(b)                                 The
Indenture Trustee will maintain one sub-account in the Engine Reserve Account
for each Engine in respect of the Maintenance Reserve Payment Balances that
were transferred and all Maintenance Reserve Payments thereafter made by the
Lessees of such Engine (the “Engine
Sub-Account” for such Engine), provided
that, if any Maintenance Reserve Payments in respect of an Engine are required,
pursuant to the terms of the applicable Lease, to be maintained as Segregated
Funds, the Engine Sub-Account for such Engine shall identify such Maintenance
Reserve Payments as Segregated Funds allocable to such Lease and, if
applicable, the amount of the investment earnings on such Maintenance Reserve
Payments as Segregated Funds.


 


(c)                                  WEST
shall cause the Servicer to maintain a record of the Engine Sub-Accounts in the
Engine Reserve Account allocable to the Engines as well as a separate
sub-account (the “Portfolio Sub-Account”)
for all Engine Reserve Deposits deposited in the Engine Reserve Account and to
deliver to the Indenture Trustee, not later than 1:00 p.m., New York
City time, two Business Days prior to each Payment Date, a reconciliation of
the amounts deposited in and disbursed from the Engine Reserve Account in the
aggregate and from each sub-account therein during the preceding Collection
Period.  Maintenance Reserve Payments in
respect of an Engine will be applied to increase the Balance of the Engine
Sub-Account for such Engine, and any reimbursements to the Lessee of an Engine
will be applied to reduce the Balance of the Engine Sub-Account for such Engine.
Any withdrawal from the Engine Reserve Account to fund a Mandatory Modification
on an Engine will be applied first to reduce the Balance of the Engine 


 


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Sub-Account for such Engine and then to reduce Balance in the Portfolio
Sub-Account (which Balance may be negative).


 


(d)                                 If
an Engine is subject to a Permitted Engine Disposition, then, except as
otherwise provided in the applicable Lease or Engine Disposition Agreement, the
Indenture Trustee, at the written direction of the Administrative Agent, shall
transfer the Balance in the Engine Sub-Account in the Engine Reserve Account
allocable to such Engine to the Collections Account, unless WEST shall elect to
transfer all or a portion of such Balance to the Engine Replacement Account or
to a Qualified Escrow Account as part of the Disposition Proceeds to be
reinvested in a Replacement Exchange in accordance with Section 3.11.


 


(e)                                  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 but not in excess of the Balance in the Engine
Sub-Account for the Engine subject to such Lease, and (ii) 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.


 


(f)                                    If
an Event of Default shall have occurred and a Collateral Liquidation Notice
shall have been delivered to the Indenture Trustee, (i) the Indenture Trustee
shall transfer the balance of the Portfolio Sub-Account to the Collections
Account as directed in such Collateral Liquidation Notice and (ii) 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 Sub-Account of any Engine that has been
actively remarketed for a period of at least six (6) months without having been
sold or leased.


 


Section 3.07                                Security
Deposit 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 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 3.13 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 Account the amount of any Security
Deposits then on deposit in the Collections Account.


 


(b)                                 The
Indenture Trustee will maintain a sub-account (each, a “Lease Sub-Account”)
allocating the Balance in the Security Deposit 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,


 


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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 on deposit in any Lease Sub-Account in the Security Deposit 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 shall direct
the Indenture Trustee, in writing, to transfer such Security Deposit to the
Collections Account upon such expiration or earlier termination.


 


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 3.13 hereof, direct the Indenture
Trustee, in writing, 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 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
3.13 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.


 


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(b)                                 On
each Payment Date, amounts will be deposited into each Series Account in
accordance with Section 3.04, Section 3.05, Section 3.10 and Section 3.13
hereof.


 


(c)                                  All
amounts transferred to a Series Account for any Series of Notes in accordance
with Section 3.04, Section 3.05, Section 3.10 and Section 3.13 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 3.15 and 3.16 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 3.15 and 3.16 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 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 (i) the
Modified Net Sale Proceeds realized from such Permitted Engine Disposition,
whether or not initially deposited in the Collections Account, and (ii) the
Balance in the Engine Sub-Account within the Engine Reserve Account allocable
to such Engine 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
deposit in the Collections Account all or any portion of the 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 Net Sale Proceeds are received.


 


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(b)                                 WEST
may elect to apply the Disposition 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.  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 Servicer accompanied by (x) a written statement of the
Servicer that 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 and (y) a Trustee Resolution that WEST has elected to apply the
Disposition Proceeds from such Permitted Engine Disposition for such purpose
and that the requirements of Section 5.03(b) or 5.03(c), as applicable, have
been satisfied, will (i) 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 (ii) direct
the Qualified Intermediary to acquire such Additional Engine and transfer such
Additional Engine to the applicable WEST Subsidiary.


 


(c)                                  The
Qualified Intermediary shall transfer any Disposition 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 Disposition 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. 
All Disposition Proceeds so transferred to the Collections Account may
not be withdrawn therefrom pursuant to Section 3.11(a) or otherwise, except for
distribution in accordance with Section 3.13.


 


Section 3.12                                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 Junior Restricted Cash Account, each Interest Reserve
Account, the Maintenance Reserve Account, the Security Deposit Account, the
Engine Acquisition Account and the Engine Replacement 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;


 


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(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, if any (the “Engine Reserve Deposit”), by which the
Engine Reserve Amount for such Determination Date exceeds the Balance in the
Engine Reserve Account as of such Determination Date;


 


(vi)                              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 3.12(e); and


 


(vii)                           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 3.12.


 


(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 Stated Interest Amount for each
Series of Series A Notes;


 


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


 


(iv)                              the Supplemental Interest Amount for each
Series of Series B Notes;


 


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


 


(vi)                              the Conversion Step-Up Interest Amount,
if any, for each Series of 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,


 


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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; and.


 


(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;


 


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


 


(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:


 


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(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 3.13, allocated pro
rata between (x) such Stated Interest Amounts (the amounts allocated 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”);


 


(ii)                                  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 3.13 (such remainder,
a “Base Interest Shortfall”);


 


(iii)                               if the aggregate amount of the Stated
Interest Shortfalls exceeds the Balance in the Senior Restricted Cash Account
and, if applicable, the Balances in Interest Reserve Accounts for the Series A
Notes, the Net Stated Interest Shortfall in respect of each Series of Series A
Notes;


 


(iv)                              if the aggregate amount of the Base
Interest Shortfalls exceeds the Balance in the Junior Restricted Cash Account
and, if applicable, the Balances in Interest Reserve Accounts for the Series B
Notes, the Net Base Interest Shortfall in respect of each Series of Series B
Notes;


 


(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
3.13 (such remainder, a “Final  Principal Payment Shortfall”).


 


(e)                                  Application
of the Available Collections Amount. 
                  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 setting forth the payments, transfers,
deposits and distributions to be made pursuant to Section 3.13(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 


 


78





















 


Section 3.13.  On each Payment
Date, the Indenture Trustee, based on the Payment Date Schedule provided by the
Administrative Agent for such Payment Date, 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 3.13(a),
(b) or (c), as applicable.  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 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
2.13(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 3.13                                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(b) have been made, the Available Collections Amount will be
applied in the following order of priority:


 


(1)                                  to (a) the Service Providers and payees
of any Operating Expenses payable on such Payment Date and (b) the Expense
Account, the following amounts, pro rata:
(i) the Service Provider Fees, and (ii) the Required Expense Deposit;


 


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


 


(3)                                  to the Senior Restricted Cash Account and
any Interest Reserve Accounts for the Series A Notes, the following amounts, pro rata: (i) the amount necessary to
restore the Balance in the Senior 


 


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Restricted
Cash Account to the Senior Restricted Cash Amount and (ii) the amount necessary
to restore the Balances in such Interest Reserve Accounts to the applicable
Interest Reserve Amounts;


 


(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 Warehouse Notes;


 


(5)                                  to the Junior Restricted Cash Account and
any Interest Reserve Accounts for the Series B Notes, the following amounts, pro rata: (i) the amount necessary to
restore the Balance in the Junior Restricted Cash Account to the Junior
Restricted Cash Amount and (ii) the amount necessary to restore the Balances in
such Interest Reserve Accounts to the applicable Interest Reserve Amounts;


 


(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 from 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 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


 


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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);


 


(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):


 


(1)                                  to (a) the Service Providers and payees
of any Operating Expenses payable on such Payment Date and (b) the Expense
Account, the following amounts, pro rata,
(i) the Service Provider Fees, and (ii) the Required Expense Deposit;


 


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


 


(3)                                  to the Senior Restricted Cash Account and
any Interest Reserve Accounts for the Series A Notes, the following amounts, pro rata: (i) the amount necessary to
restore the Balance in the Senior Restricted Cash Account to the Senior
Restricted Cash Amount and (ii) the amount necessary to restore the Balances in
such Interest Reserve Accounts to the applicable Interest Reserve Amounts;


 


(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;


 


(5)                                  to the Junior Restricted Cash Account and
any Interest Reserve Accounts for the Series B Notes, the following amounts, pro rata:


 


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(i) the
amount necessary to restore the Balance in the Junior Restricted Cash Account
to the Junior Restricted Cash Amount and (ii) the amount necessary to restore
the Balances in such Interest Reserve Accounts to the applicable Interest
Reserve Amounts;


 


(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;


 


(7)                                  to the Engine Reserve Account, the Engine
Reserve Deposit, if any, and any unpaid Engine Reserve Deposits from 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 until paid in full;


 


(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 until paid in full;


 


(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


 


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(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):


 


(1)                                  to (a) the Service Providers and payees
of any Operating Expenses payable on such Payment Date and (b) the Expense
Account, the following amounts, pro rata,
(i) the Service Provider Fees, and (ii) the Required Expense Deposit;


 


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


 


(3)                                  to the Series Accounts for the Series B
Notes, the following amounts, pro rata:
(i) the Base Interest Amounts on the Series B Notes and (ii) the Commitment Fee
Amounts, if any, for the Series B Notes;


 


(4)                                  to the Series Accounts for the Series A
Notes and, if a Hedge Default has occurred and is continuing, the Hedge
Counterparties, the following amounts, respectively, pro rata: (i) the payment of the principal of all Series A
Notes, pro rata in accordance with then Outstanding Principal Balances until
paid in full; and (ii) any Hedge Termination Payments, respectively;


 


(5)                                  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;


 


(6)                                  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;


 


(7)                                  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 until paid in full;


 


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


 


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


 


(10)                            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 3.13 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 3.14                                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 3.13(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 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 3.13(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 3.14(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


 


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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 3.13(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 3.14(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 3.13(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 3.13 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 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 3.13(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 3.13 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


 


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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 3.13(a)
or (b), in accordance with the priority of payments set forth in Section 3.13,
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 3.13(a)
or (b), in accordance with the priority of payments set forth in Section 3.13,
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.


 


(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 3.14(a) are referred to herein as the “Series Allocation Rules”.  The rules set forth in Section 3.14(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 3.15                                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 A1 Term Notes shall be subject to there also
being an Optional Redemption in whole or in part of a proportionate


 


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Outstanding Principal Balance of the Series B1 Warehouse Notes, (iii)
any Optional Redemption in whole or in part of the Series B1 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 B2 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 3.10 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 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 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


 


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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 3.18 hereof.


 


Section 3.16                                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 3.15, 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 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 3.16(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 3.13(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.  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 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, and other than in the case of an
Acquisition Balance Redemption, as to which such Redemption Notice shall be
included in the Monthly Report delivered for the applicable Payment Date. 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.


 


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Section 3.17                                Collections
Loans.


 


If permitted under the
related Supplement for any Series A Warehouse Notes or Series B Warehouse
Notes, WEST may direct the Indenture Trustee, in writing, to deposit the
proceeds of a Collections Loan in respect of such Warehouse Notes in the
Collections Account for inclusion in the Available Collections Amount on any
Payment Date, subject to satisfaction of the conditions under each such
Supplement for such a Collections Loan.


 


Section 3.18                                Adjustments
in Targeted Principal Balances.


 


(a)                                  Engine
Dispositions.


 


(i)
If Available Sales Proceeds have been included in the Available Collections
Amount on any Payment Date, 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 Sales Proceeds have been included in the Available Collections
Amount on any Payment Date, 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 Sales Proceeds have been included in the Available Collections Amount
on any Payment Date, 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.


 


(b)                                 Optional
Redemption.  In connection with any
Optional Redemption in part and any Acquisition Balance Redemption, 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


 


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Balance Redemption minus the Allocable
Scheduled Principal Payment Amount, allocated pro rata among such Payment
Dates.


 


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 or the Junior Restricted Cash Account or
Senior Restricted Cash Account 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


 


90





















 


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 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; or


 


(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


 


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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; and


 


(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 Event of Default of
the type described in Section 4.01(f) or 4.01(g), 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 Servicer (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;


 


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(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 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 3.13(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


 


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such Event of
Default until all interest and principal and premium, if any, on the Series A
Notes shall have been paid in full.


 


(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
Holder 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


 


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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 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
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(a).   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.


 


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(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 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.


 


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(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.


 


(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.  Set forth in Schedule 1, Schedule 2 and
Schedule 3 hereto is a true and complete lists, 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


 


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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:
(i) a “public utility company” or a “holding company,” or an “affiliate” or a “subsidiary
company” of a “holding company,” or an “affiliate” of such a “subsidiary
company,” as such terms are defined in the Public Utility Holding Company Act
of 1936, as amended, or (ii) 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:


 


(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)


 


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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 any Series of Notes issued in accordance with the terms of this
Indenture;


 


(ii)           Unsecured
Indebtedness to each Seller of Engines under any Acquisition Agreement and any
related lease assignment and assumption agreement and the documents related thereto;


 


(iii)          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;


 


(iv)          Indebtedness
under intercompany loans or any agreement between WEST or any of the WEST Group
Members (each, an “Intercompany Loan”);
provided that 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.


 


(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 3.13 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 3.13 hereof) so
long as any additional Series of Notes of WEST issued in connection with such
transactions have 


 


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been issued in accordance with the terms of this
Indenture; 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 shall mean 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;


 


(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 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 


 


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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;


 


(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 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 


 


103





















 


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 and (B) the Consent of the Control Party
for each Series of Series B Notes has been obtained with respect to such Merger
Transaction; and


 


(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;


 


(iv)          any
payments on or with respect to the Notes or the Beneficial Interest Certificates
in accordance with Section 3.13 of  this
Indenture and the Trust Agreement;


 


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(v)           any
acquisition of Additional Engines or any Permitted Engine Acquisition complying
with Section 5.03(b) hereof;


 


(vi)          any
payments of the types referred to in clause (i) or (ii) of Section 5.02(d)
hereof and not prohibited thereunder; or


 


(vii)         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; and


 


(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
or discharge of the Notes upon any acceleration of the Notes.


 


(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 


 


105





















 


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 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 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 3.13.


 


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(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;


 


(ii)           An
Engine Disposition pursuant to receipt of insurance proceeds in connection with
the Total Loss of an Engine; or


 


(iii)          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


 


107





















 


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, in any
twelve (12) month period does not exceed *** of the Aggregate Adjusted
Borrowing Value (measured for the twelve (12) month period ending on the date
of such Engine Disposition), (D) no Event of Default is then continuing, and (E)
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 5.03(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, or (iv) any combination of the transactions described in
clauses (ii) and (iii), 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;


 


(ii)           the
acquisition does not result in a Concentration Default 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


 










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


 


108





















 


*** 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 acting at the direction of the Controlling Trustees 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 3.13; 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, and (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, 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 Perons 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


 










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


 


109





















 


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.


 


(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 (a) of the PRI Guidelines unless
WEST or such WEST Group Member obtains Engine repossession insurance in respect
of such jurisdiction for such Engines.


 


(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 


 


110





















 


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, provided that, upon the Captetown
Convention becoming effective, WEST shall cause each WEST Subsidiary to take
such further actions as shall be required to file such Engine Mortgage with the
registry established pursuant to the Capetown Convention.


 


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 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.


 


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(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)           Projected Engine Reserves. 
WEST will, between January 1 and February 28 of each year, commencing in
2006, deliver to the Indenture Trustee and include with the next Monthly Report
(with no obligation of review or inquiry on the part of the Indenture Trustee) the
Maintenance Reserve Evaluation.  Within
thirty (30) days after receiving the annual Maintenance Reserve Evaluation, WEST
shall determine, based on the Maintenance Reserve Evaluation (in no event later
than the end of such first fiscal quarter), (a) the projected Balance in the
Engine Reserve Account as of each Determination Date during the lesser of
twenty-five (25) years and the expected life of all the Engines in the
portfolio, taking into account the balance then in the Engine Reserve Account
and the projected Maintenance Reserve Payments under the Leases of the Engines,
and (b) the amount, if any (an “Engine Reserve Deficit“), by which each such projected
Balance as of any Determination Date is less than the projected costs of engine
overhaul and maintenance costs for the collection period following each
Determination Date.  The Administrative
Agent then shall allocate each such Engine Reserve Deficit pro rata to all
Payment Dates between the date of such determination and the Determination Date
on which such Engine Reserve Deficit is projected.  The sum of the projected balance in the
Engine Reserve Account for each Determination Date, and the total amount of the
Engine Reserve Deficits so allocated to the related Payment Date will be the “Engine Reserve Amount“ for such Payment Date.  The Indenture Trustee shall apply the
Available Collections Amount to make a deposit into the Engine Reserve Account
in accordance with Section 3.13 hereof to the extent the Engine Reserve Amount exceeds
the Balance in the Engine Reserve Account for each Payment Date.  The Engine Reserve Amounts
will be recalculated after each annual Maintenance Reserve Evaluation.


 


(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 


 


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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 and 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.


 


(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.


 


In determining the amount of insurance required to be
maintained by this Section 5.04(h), 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(h) (taking into account self-insurance
permitted by this Section 5.04(h)).  Any
such indemnification or insurance provided by such government shall provide
substantially similar protection as the insurance required by this Section
5.04(h).  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 


 


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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.


 


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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.


 


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 


 


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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.


 


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.


 


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When the Indenture Trustee incurs expenses or renders
services in connection with an  Event of
Default specified in Section 4.01(f) or 4.01(g) hereof, 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
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.


 


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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.


 


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 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.


 


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).


 


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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 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).


 


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ARTICLE VII


 


SUCCESSOR 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 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 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 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 


 


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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.


 


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 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 


 


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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 Servicing 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.


 


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;


 


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(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)         to
add any additional Early Amortization Events or, subject to a Rating Agency Confirmation,
Events of Default; or


 


(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.


 


(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, 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 9.02    Supplemental Indentures with the Consent
of Noteholders.


 


(a)           With the consent of a Requisite Majority, 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;


 


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(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


 


(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
3.13 in any manner that would adversely affect any Eligible Hedge Counterparty
without its prior consent.


 


(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, 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, an Opinion
of Counsel stating that the execution of such Supplement is authorized or
permitted by this Indenture.  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.


 


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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.


 


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.


 


Section 9.06    Issuance of Additional Series of
Notes.


 


(a)           WEST may, at the direction of the Controlling Trustees,
from time to time issue one or more Series of Notes pursuant to a Supplement
executed by WEST and the Indenture Trustee that will specify the principal
terms of such Series.  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.  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 immediately preceding the Series
Issuance Date (unless the parties to be notified agree to a shorter notice
period), WEST shall have given the Indenture Trustee, the Servicer, each Rating
Agency (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, notice of the Series and the
Series Issuance Date;


 


(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 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;


 


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(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 B1 Notes and the Series B2 Notes shall have been made as
of the date of issuance of the Additional Series;


 


(vii)        such
other conditions as shall be specified in the related Supplement;


 


(viii)       each
Additional Series of Notes (A) shall be amortized on a level basis over a period
of not less than thirteen (13) years for Scheduled Principal Payment Amounts on
any Series A Notes, fifteen (15) years for Scheduled Principal Payment Amounts
on any Series B Notes and twenty (20) years for Minimum Principal Payment
Amounts or (B) if not amortized on a level basis (x) have a weighted average
life that is less than the remaining weighted average life of any Series of
Notes then outstanding and (y) provide for Minimum Principal Payment Amounts
and Scheduled Principal Payment Amounts during the period of such remaining
weighted average life that are more than the Minimum Principal Payment Amounts
and Scheduled Principal Payment Amounts that would be payable under the level
amortization described in clause (A);


 


(ix)          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; and


 


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


 


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


 


In addition,
as set forth in the Supplements, WEST is prohibited from issuing any Additional
Series of Notes without 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.


 










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


 


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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, the Indenture Trustee shall mail
a notice of such proposed amendment, modification or waiver to each Noteholder asking
whether or not to consent to such amendment, modification or waiver if such
Noteholder’s consent is required pursuant to the Indenture; provided that any amendment, modification or
waiver of the provisions 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, however, shall not prevent
WEST or any Subsidiary from amending any Lease of an Engine, provided that such amendment is otherwise
permitted by the Indenture.


 


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
modification approved by a Requisite Majority will be binding on all
Noteholders.


 


WEST shall give each Rating Agency prior notice of any
amendment under this Section 10.01 and any amendments of the constitutive
documents by WEST or any other WEST Group Member, and, after an amendment under
this Section 10.01 becomes effective, WEST shall mail to the Holders and the
Rating Agencies a notice briefly describing such amendment. 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.


 


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.


 


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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, 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.


 


Section 10.03      Subordination and Priority of Payments.


 


The subordination provisions contained in Section 3.13 and Article XI
hereof may not be amended or modified without the consent of each Noteholder of
the Notes affected thereby and each Noteholder of Notes ranking senior thereto.
 In no event shall the provisions set
forth in Section 3.13 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 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.


 


ARTICLE XI


 


SUBORDINATION


 


Section 11.01      Subordination.


 


(a)           Each Noteholder, Service Provider and Hedge
Counterparty agrees that its claims against WEST for payment of amounts are
subordinate to any claims ranking in priority thereto as set forth in Section
3.13 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 3.13 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 


 


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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 3.13, 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 3.13, 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.


 


(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 or the Junior Restricted Cash
Account, 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 3.13 hereof and the related
Supplements.


 


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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 3.16(a) 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), 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.


 


(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, 11.04, 11.05 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


 


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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 Event of Default specified in Section 4.01(f) or (g) 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;


 


(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;


 


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(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; and


 


(j)                                     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 X hereof.


 


Section 12.04      Repayment to Issuer.  


 


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.


 


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


 


132





















 


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.


 


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


 


133





















 


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) 275-5167


 


and


 


[               ]


[               ]


Attention: [           ] 


Facsimile: [           ]




if to the Administrative Agent, to:


 


Willis Lease Finance Corporation


2320 Marinship Way, Suite 300


Sausalito, CA 94965


Attention: General Counsel 


Facsimile: (415) 275-5167


 


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if to the Indenture Trustee, the Security
Trustee, the Note Registrar or the Paying Agent, to:


 


Deutsche Bank Trust Company Americas


60 Wall Street


New York, New York 10005


Attention: TSS-Structured Finance 


Facsimile: 212-797-8606 




if to the Servicer, to:


 


Willis Lease Finance Corporation


2320 Marinship Way, Suite 300


Sausalito, CA 94965


Attention: General Counsel 


Facsimile: (415) 275-5167


 


if to the Rating Agencies, to:


 


Fitch, Inc.


55 E. Monroe, Suite 3500

Chicago, IL 60603

Attention: ABS Monitoring-Equipment Leases

Facsimile: [                 ]


 


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.  


 


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.


 


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


 


135





















 


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 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


 


136





















 


indemnified by WEST against all costs, charges and expenses incurred by
it in relation to any such application or proceedings.


 


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 5 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.


 


137





















 


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.


 


[SIGNATURE PAGE FOLLOWS]


 


138





















 


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

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Monica J. Burke

  	
   

  
	
   

  	
  Name: Monica J. Burke

  
	
   

  	
  Title:  
  Controlling Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  DEUTSCHE
  BANK TRUST COMPANY

  AMERICAS,
  not in its individual capacity but

  solely as Indenture Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Peter T. Becker

  	
   

  
	
   

  	
  Name: Peter T. Becker

  
	
   

  	
  Title:  
  Vice President

  



 


139





















 


SCHEDULE 1


 


ENGINE SUBSIDIARIES


 


WEST Engine Funding LLC, a Delaware limited
liability company


 





















 


SCHEDULE 2


 


ENGINE TRUSTS


 


Trust
Agreement No. 30771 dated as of February 16, 2005, between WEST
Engine Funding, LLC (formerly known as Willis Engine Funding, LLC), as Owner
Participant, and Wells Fargo Bank Northwest, National Association, as Owner
Trustee.


 


Trust
Agreement No. 311498 dated as of December 19, 2002, between WEST
Engine Funding, LLC (formerly known as Willis Engine Funding, LLC), as Owner
Participant, and Wells Fargo Bank Northwest, National Association, as Owner
Trustee.


 


Trust
Agreement No. 312234 dated as of December 19, 2002, between WEST
Engine Funding, LLC (formerly known as Willis Engine Funding, LLC), as Owner
Participant, and Wells Fargo Bank Northwest, National Association, as Owner
Trustee.


 


Trust
Agreement No. 575283 dated as of September 12, 2002, between WEST
Engine Funding, LLC (formerly known as Willis Engine Funding, LLC), as Owner
Participant, and Wells Fargo Bank Northwest, National Association, as Owner
Trustee.


 


Trust
Agreement No. 575573 dated as of March 18, 2003, between WEST Engine
Funding, LLC (formerly known as Willis Engine Funding, LLC), as Owner
Participant, and Wells Fargo Bank Northwest, National Association, as Owner
Trustee.


 


Trust
Agreement No. 577214 dated as of February 14, 2005, between WEST
Engine Funding, LLC (formerly known as Willis Engine Funding, LLC), as Owner
Participant, and Wells Fargo Bank Northwest, National Association, as Owner
Trustee.


 


Trust
Agreement No. 695530 dated as of March 18, 2003, between WEST Engine
Funding, LLC (formerly known as Willis Engine Funding, LLC), as Owner
Participant, and Wells Fargo Bank Northwest, National Association, as Owner
Trustee.


 


Trust
Agreement No. 704371 dated as of December 19, 2002, between WEST
Engine Funding, LLC (formerly known as Willis Engine Funding, LLC), as Owner
Participant, and Wells Fargo Bank Northwest, National Association, as Owner
Trustee.


 


Trust
Agreement No. 704447 dated as of December 19, 2002, between WEST
Engine Funding, LLC (formerly known as Willis Engine Funding, LLC), as Owner
Participant, and Wells Fargo Bank Northwest, National Association, as Owner
Trustee.


 


Trust
Agreement No. 704638 dated as of September 12, 2002, between WEST
Engine Funding, LLC (formerly known as Willis Engine Funding, LLC), as Owner
Participant, and Wells Fargo Bank Northwest, National Association, as Owner
Trustee.


 


Trust
Agreement No. 708173 dated as of February 4, 2005, between WEST
Engine Funding, LLC (formerly known as Willis Engine Funding, LLC), as Owner
Participant, and Wells Fargo Bank Northwest, National Association, as Owner
Trustee.


 





















 


Trust
Agreement No. 716430 dated as of September 12, 2002, between WEST
Engine Funding, LLC (formerly known as Willis Engine Funding, LLC), as Owner
Participant, and Wells Fargo Bank Northwest, National Association, as Owner
Trustee.


 


Trust
Agreement No. 716779 dated as of September 12, 2002, between WEST
Engine Funding, LLC (formerly known as Willis Engine Funding, LLC), as Owner
Participant, and Wells Fargo Bank Northwest, National Association, as Owner
Trustee.


 


Trust
Agreement No. 718210 dated as of September 22, 2002, between WEST
Engine Funding, LLC (formerly known as Willis Engine Funding, LLC), as Owner
Participant, and Wells Fargo Bank Northwest, National Association, as Owner
Trustee.


 


Trust
Agreement No. 718262 dated as of October 10, 2002, between WEST
Engine Funding, LLC (formerly known as Willis Engine Funding, LLC), as Owner
Participant, and Wells Fargo Bank Northwest, National Association, as Owner
Trustee.


 


Trust
Agreement No. 721877 dated as of September 12, 2002, between WEST
Engine Funding, LLC (formerly known as Willis Engine Funding, LLC), as Owner
Participant, and Wells Fargo Bank Northwest, National Association, as Owner
Trustee.


 


Trust
Agreement No. 724721 dated as of November 6, 2002, between WEST
Engine Funding, LLC (formerly known as Willis Engine Funding, LLC), as Owner
Participant, and Wells Fargo Bank Northwest, National Association, as Owner
Trustee.


 


Trust
Agreement No. 724862 dated as of January 12, 2005, between WEST
Engine Funding, LLC (formerly known as Willis Engine Funding, LLC), as Owner
Participant, and Wells Fargo Bank Northwest, National Association, as Owner
Trustee.


 


Trust
Agreement No. 725183 dated as of September 12, 2002, between WEST
Engine Funding, LLC (formerly known as Willis Engine Funding, LLC), as Owner
Participant, and Wells Fargo Bank Northwest, National Association, as Owner
Trustee.


 


Trust
Agreement No. 725434 dated as of July 20, 2005, between WEST Engine
Funding, LLC (formerly known as Willis Engine Funding, LLC), as Owner
Participant, and Wells Fargo Bank Northwest, National Association, as Owner
Trustee.


 


Trust
Agreement No. 725522 dated as of November 26, 2002, between WEST
Engine Funding, LLC (formerly known as Willis Engine Funding, LLC), as Owner
Participant, and Wells Fargo Bank Northwest, National Association, as Owner
Trustee.


 


Trust
Agreement No. 726169 dated as of February 2, 2005, between WEST
Engine Funding, LLC (formerly known as Willis Engine Funding, LLC), as Owner
Participant, and Wells Fargo Bank Northwest, National Association, as Owner
Trustee.


 


Trust
Agreement No. 726173 dated as of February 2, 2005, between WEST
Engine Funding, LLC (formerly known as Willis Engine Funding, LLC), as Owner
Participant, and Wells Fargo Bank Northwest, National Association, as Owner Trustee.


 





















 


Trust
Agreement No. 726195 dated as of February 2, 2005, between WEST
Engine Funding, LLC (formerly known as Willis Engine Funding, LLC), as Owner
Participant, and Wells Fargo Bank Northwest, National Association, as Owner
Trustee.


 


Trust Agreement
No. 726203 dated as of February 2, 2005, between WEST Engine Funding,
LLC (formerly known as Willis Engine Funding, LLC), as Owner Participant, and
Wells Fargo Bank Northwest, National Association, as Owner Trustee.


 


Trust
Agreement No. 727057 dated as of September 12, 2002, between WEST
Engine Funding, LLC (formerly known as Willis Engine Funding, LLC), as Owner
Participant, and Wells Fargo Bank Northwest, National Association, as Owner
Trustee.


 


Trust
Agreement No. 727255 dated as of March 18, 2003, between WEST Engine
Funding, LLC (formerly known as Willis Engine Funding, LLC), as Owner
Participant, and Wells Fargo Bank Northwest, National Association, as Owner
Trustee.


 


Trust
Agreement No. 727340 dated as of September 12, 2002, between WEST
Engine Funding, LLC (formerly known as Willis Engine Funding, LLC), as Owner
Participant, and Wells Fargo Bank Northwest, National Association, as Owner
Trustee.


 


Trust
Agreement No. 727393 dated as of September 12, 2002, between WEST
Engine Funding, LLC (formerly known as Willis Engine Funding, LLC), as Owner
Participant, and Wells Fargo Bank Northwest, National Association, as Owner
Trustee.


 


Trust
Agreement No. 728154 dated as of October 4, 2002, between WEST Engine
Funding, LLC (formerly known as Willis Engine Funding, LLC), as Owner
Participant, and Wells Fargo Bank Northwest, National Association, as Owner
Trustee.


 


Trust
Agreement No. 728173 dated as of September 12, 2002, between WEST
Engine Funding, LLC (formerly known as Willis Engine Funding, LLC), as Owner
Participant, and Wells Fargo Bank Northwest, National Association, as Owner
Trustee.


 


Trust
Agreement No. 731570 dated as of September 12, 2002, between WEST
Engine Funding, LLC (formerly known as Willis Engine Funding, LLC), as Owner
Participant, and Wells Fargo Bank Northwest, National Association, as Owner
Trustee.


 


Trust
Agreement No. 731812 dated as of December 19, 2002, between WEST
Engine Funding, LLC (formerly known as Willis Engine Funding, LLC), as Owner
Participant, and Wells Fargo Bank Northwest, National Association, as Owner
Trustee.


 


Trust
Agreement No. 731999 dated as of December 19, 2002, between WEST
Engine Funding, LLC (formerly known as Willis Engine Funding, LLC), as Owner
Participant, and Wells Fargo Bank Northwest, National Association, as Owner
Trustee.


 


Trust
Agreement No. 733172 dated as of September 12, 2002, between WEST
Engine Funding, LLC (formerly known as Willis Engine Funding, LLC), as Owner
Participant, and Wells Fargo Bank Northwest, National Association, as Owner
Trustee.


 





















 


Trust
Agreement No. 733175 dated as of October 24, 2002, between WEST
Engine Funding, LLC (formerly known as Willis Engine Funding, LLC), as Owner
Participant, and Wells Fargo Bank Northwest, National Association, as Owner
Trustee.


 


Trust
Agreement No. 733186 dated as of October 23, 2002, between WEST
Engine Funding, LLC (formerly known as Willis Engine Funding, LLC), as Owner
Participant, and Wells Fargo Bank Northwest, National Association, as Owner
Trustee.


 


Trust
Agreement No. 733438 dated as of October 29, 2002, between WEST
Engine Funding, LLC (formerly known as Willis Engine Funding, LLC), as Owner
Participant, and Wells Fargo Bank Northwest, National Association, as Owner
Trustee.


 


Trust
Agreement No. 733471 dated as of October 21, 2002, between WEST
Engine Funding, LLC (formerly known as Willis Engine Funding, LLC), as Owner
Participant, and Wells Fargo Bank Northwest, National Association, as Owner
Trustee.


 


Trust
Agreement No. 733587 dated as of May 25, 2005, between WEST Engine
Funding, LLC (formerly known as Willis Engine Funding, LLC), as Owner
Participant, and Wells Fargo Bank Northwest, National Association, as Owner
Trustee.


 


Trust
Agreement No. 733715 dated as of December 19, 2002, between WEST
Engine Funding, LLC (formerly known as Willis Engine Funding, LLC), as Owner
Participant, and Wells Fargo Bank Northwest, National Association, as Owner
Trustee.


 


Trust
Agreement No. 733758 dated as of December 19, 2002, between WEST
Engine Funding, LLC (formerly known as Willis Engine Funding, LLC), as Owner
Participant, and Wells Fargo Bank Northwest, National Association, as Owner
Trustee.


 


Trust
Agreement No. 740342 dated as of September 12, 2002, between WEST
Engine Funding, LLC (formerly known as Willis Engine Funding, LLC), as Owner
Participant, and Wells Fargo Bank Northwest, National Association, as Owner
Trustee.


 


Trust
Agreement No. 741414 dated as of September 12, 2002, between WEST
Engine Funding, LLC (formerly known as Willis Engine Funding, LLC), as Owner
Participant, and Wells Fargo Bank Northwest, National Association, as Owner
Trustee.


 


Trust
Agreement No. 741573 dated as of October 23, 2002, between WEST
Engine Funding, LLC (formerly known as Willis Engine Funding, LLC), as Owner
Participant, and Wells Fargo Bank Northwest, National Association, as Owner
Trustee.


 


Trust
Agreement No. 741822 dated as of March 18, 2003, between WEST Engine
Funding, LLC (formerly known as Willis Engine Funding, LLC), as Owner
Participant, and Wells Fargo Bank Northwest, National Association, as Owner Trustee.


 


Trust
Agreement No. 779194 dated as of October 4, 2002, between WEST Engine
Funding, LLC (formerly known as Willis Engine Funding, LLC), as Owner
Participant, and Wells Fargo Bank Northwest, National Association, as Owner
Trustee.


 





















 


Trust Agreement
No. 779484 dated as of September 12, 2002, between WEST Engine
Funding, LLC (formerly known as Willis Engine Funding, LLC), as Owner
Participant, and Wells Fargo Bank Northwest, National Association, as Owner
Trustee.


 


Trust
Agreement No. 856690 dated as of March 25, 2005, between WEST Engine
Funding, LLC (formerly known as Willis Engine Funding, LLC), as Owner
Participant, and Wells Fargo Bank Northwest, National Association, as Owner
Trustee.


 


Trust
Agreement No. 858327 dated as of September 12, 2002, between WEST
Engine Funding, LLC (formerly known as Willis Engine Funding, LLC), as Owner
Participant, and Wells Fargo Bank Northwest, National Association, as Owner
Trustee.


 


Trust
Agreement No. 858788 dated as of September 12, 2002, between WEST
Engine Funding, LLC (formerly known as Willis Engine Funding, LLC), as Owner
Participant, and Wells Fargo Bank Northwest, National Association, as Owner
Trustee.


 


Trust
Agreement No. 858789 dated as of September 12, 2002, between WEST
Engine Funding, LLC (formerly known as Willis Engine Funding, LLC), as Owner
Participant, and Wells Fargo Bank Northwest, National Association, as Owner
Trustee.


 


Trust
Agreement No. 872554 dated as of May 12, 2003, between WEST Engine
Funding, LLC (formerly known as Willis Engine Funding, LLC), as Owner
Participant, and Wells Fargo Bank Northwest, National Association, as Owner
Trustee.


 


Trust
Agreement No. 874243 dated as of September 12, 2002, between WEST
Engine Funding, LLC (formerly known as Willis Engine Funding, LLC), as Owner Participant,
and Wells Fargo Bank Northwest, National Association, as Owner Trustee.


 


Trust
Agreement No. 876272 dated as of February 22, 2005, between WEST
Engine Funding, LLC (formerly known as Willis Engine Funding, LLC), as Owner
Participant, and Wells Fargo Bank Northwest, National Association, as Owner
Trustee.


 


Trust
Agreement No. 888763 dated as of March 3, 2005, between WEST Engine
Funding, LLC (formerly known as Willis Engine Funding, LLC), as Owner
Participant, and Wells Fargo Bank Northwest, National Association, as Owner
Trustee.


 


Trust
Agreement No. 890704 dated as of January 12, 2005, between WEST
Engine Funding, LLC (formerly known as Willis Engine Funding, LLC), as Owner
Participant, and Wells Fargo Bank Northwest, National Association, as Owner
Trustee.


 


Trust
Agreement No. 890988 dated as of September 10, 2004, between WEST
Engine Funding, LLC (formerly known as Willis Engine Funding, LLC), as Owner
Participant, and Wells Fargo Bank Northwest, National Association, as Owner
Trustee.


 





















 


SCHEDULE 3


 


LEASING SUBSIDIARIES


 


NONE


 





















 


SCHEDULE 4


 


INITIAL ENGINES


 




	
  Manufacturer

  	
   

  	
  Model

  	
   

  	
  ESN

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Rolls Royce

  	
   

  	
  RB211-535E4

  	
   

  	
  30771

  
	
  Rolls Royce

  	
   

  	
  3007A

  	
   

  	
  311498

  
	
  Rolls Royce

  	
   

  	
  3007A

  	
   

  	
  312234

  
	
  CFM
  International

  	
   

  	
  CFM56-5B

  	
   

  	
  575283

  
	
  CFM
  International

  	
   

  	
  CFM56-5B

  	
   

  	
  575573

  
	
  CFM
  International

  	
   

  	
  CFM56-5B

  	
   

  	
  577214

  
	
  General
  Electric

  	
   

  	
  CF6-80C2A

  	
   

  	
  695530

  
	
  General
  Electric

  	
   

  	
  CF6-80C2B

  	
   

  	
  704371

  
	
  General
  Electric

  	
   

  	
  CF6-80C2B

  	
   

  	
  704447

  
	
  General
  Electric

  	
   

  	
  CF6-80C2D1F

  	
   

  	
  704638

  
	
  Pratt &
  Whitney

  	
   

  	
  JT8D-200

  	
   

  	
  708173

  
	
  Pratt &
  Whitney

  	
   

  	
  PW2037

  	
   

  	
  716430

  
	
  Pratt &
  Whitney

  	
   

  	
  JT8D-200

  	
   

  	
  716779

  
	
  Pratt &
  Whitney

  	
   

  	
  JT8D-200

  	
   

  	
  718210

  
	
  Pratt &
  Whitney

  	
   

  	
  JT8D-200

  	
   

  	
  718262

  
	
  CFM
  International

  	
   

  	
  CFM56-3C1

  	
   

  	
  721877

  
	
  Pratt &
  Whitney

  	
   

  	
  PW4060

  	
   

  	
  724721

  
	
  Pratt &
  Whitney

  	
   

  	
  PW4158

  	
   

  	
  724862

  
	
  CFM
  International

  	
   

  	
  CFM56-3C1

  	
   

  	
  725183

  
	
  Pratt &
  Whitney

  	
   

  	
  JT8D-200

  	
   

  	
  725434

  
	
  CFM
  International

  	
   

  	
  CFM56-3C1

  	
   

  	
  725522

  
	
  Pratt &
  Whitney

  	
   

  	
  JT8D-200

  	
   

  	
  726169

  
	
  Pratt &
  Whitney

  	
   

  	
  JT8D-200

  	
   

  	
  726173

  
	
  Pratt &
  Whitney

  	
   

  	
  JT8D-200

  	
   

  	
  726195

  
	
  Pratt &
  Whitney

  	
   

  	
  JT8D-200

  	
   

  	
  726203

  
	
  Pratt &
  Whitney

  	
   

  	
  PW2037

  	
   

  	
  727057

  
	
  CFM
  International

  	
   

  	
  CFM56-3C1

  	
   

  	
  727255

  
	
  Pratt &
  Whitney

  	
   

  	
  PW4060

  	
   

  	
  727340

  
	
  Pratt &
  Whitney

  	
   

  	
  PW4060

  	
   

  	
  727393

  
	
  Pratt &
  Whitney

  	
   

  	
  JT8D-200

  	
   

  	
  728154

  
	
  Pratt &
  Whitney

  	
   

  	
  JT8D-200

  	
   

  	
  728173

  
	
  CFM
  International

  	
   

  	
  CFM56-5A

  	
   

  	
  731570

  
	
  CFM
  International

  	
   

  	
  CFM56-5A

  	
   

  	
  731812

  
	
  CFM
  International

  	
   

  	
  CFM56-5A

  	
   

  	
  731999

  
	
  CFM
  International

  	
   

  	
  CFM56-5A

  	
   

  	
  733172

  
	
  CFM
  International

  	
   

  	
  CFM56-5A

  	
   

  	
  733175

  
	
  CFM
  International

  	
   

  	
  CFM56-5A

  	
   

  	
  733186

  
	
  Pratt &
  Whitney

  	
   

  	
  PW4168A

  	
   

  	
  733438

  
	
  Pratt &
  Whitney

  	
   

  	
  PW4168A

  	
   

  	
  733471

  
	
  Pratt &
  Whitney

  	
   

  	
  PW4168A

  	
   

  	
  733587

  
	
  Pratt &
  Whitney

  	
   

  	
  PW4462-3

  	
   

  	
  733715

  






 





















 




	
  Pratt &
  Whitney

  	
   

  	
  PW4462-3

  	
   

  	
  733758

  
	
  CFM
  International

  	
   

  	
  CFM56-5C

  	
   

  	
  740342

  
	
  CFM
  International

  	
   

  	
  CFM56-5C

  	
   

  	
  741414

  
	
  CFM
  International

  	
   

  	
  CFM56-5C

  	
   

  	
  741573

  
	
  CFM
  International

  	
   

  	
  CFM56-5C

  	
   

  	
  741822

  
	
  CFM
  International

  	
   

  	
  CFM56-5B

  	
   

  	
  779194

  
	
  CFM
  International

  	
   

  	
  CFM56-5B

  	
   

  	
  779484

  
	
  CFM
  International

  	
   

  	
  CFM56-3C1

  	
   

  	
  856690

  
	
  CFM
  International

  	
   

  	
  CFM56-3C1

  	
   

  	
  858327

  
	
  CFM
  International

  	
   

  	
  CFM56-3C1

  	
   

  	
  858788

  
	
  CFM
  International

  	
   

  	
  CFM56-3C1

  	
   

  	
  858789

  
	
  General
  Electric

  	
   

  	
  CF34-3A/B

  	
   

  	
  872554

  
	
  CFM
  International

  	
   

  	
  CFM56-7B

  	
   

  	
  874243

  
	
  CFM
  International

  	
   

  	
  CFM56-7B

  	
   

  	
  876272

  
	
  CFM
  International

  	
   

  	
  CFM56-7B

  	
   

  	
  888763

  
	
  CFM
  International

  	
   

  	
  CFM56-7B

  	
   

  	
  890704

  
	
  CFM
  International

  	
   

  	
  CFM56-7B

  	
   

  	
  890988

  






 





















 


SCHEDULE 5


 


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


 


WILLIS ENGINE SECURITIZATION TRUST 


SERIES A1 FLOATING RATE SECURED NOTE




	
  $[XX]

  	
   

  	
  CUSIP No.:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  No.      

  
	
   

  	
   

  	
                   ,
  20    

  



 


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 (as amended,
restated or otherwise modified from time to time, the “Indenture”) and the Series A1
Supplement, dated as of August 9, 2005 (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 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 in the aggregate principal amount of                                                 
Dollars ($                  )
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 purposes, and neither WEST, the Indenture Trustee, nor any
other such agent shall be affected by notice to the contrary.


 


The Series A1 Notes are subject to prepayment, at the times and
subject to the conditions set forth in the Indenture and the Series A1
Supplement.


 


If an Indenture Event of Default 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.


 


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.


 


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, Willis Engine Securitization Trust has caused this Series A1
Note to be duly executed by its duly authorized representative, on this     
day of                       ,
20    .


 


	
   

  	
  WILLIS
  ENGINE SECURITIZATION TRUST

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name: 

  
	
   

  	
   

  	
  Title:

  



 


 


This Note is one of the Series A1 Notes described in the
within-mentioned Indenture and the Series A1 Supplement.


 


 


	
   

  	
  DEUTSCHE
  BANK TRUST COMPANY

  AMERICAS, as Indenture Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name: 

  
	
   

  	
   

  	
  Title:

  



 





















 


Schedule A


 


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 Exchanged

  	
   

  	
  Remaining Principal Amount

  of this Series A1 Note

  	
   

  	
  Notation

  Made by or

  on Behalf of

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 





















 


EXHIBIT A-2


 


FORM OF SERIES A WAREHOUSE NOTE


 


WILLIS ENGINE SECURITIZATION TRUST


SERIES A2 FLOATING RATE SECURED NOTE




	
  $[XX]

  	
   

  	
  CUSIP
  No.:                      

  
	
   

  	
   

  	
  No.      

  
	
   

  	
   

  	
                   ,
  20    

  



 


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 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     ,
2005 (as amended, restated or otherwise modified from time to time, the “Indenture”)
and the Series A2 Supplement, dated as of August     ,
2005 (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 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 in the aggregate Maximum Principal Balance of One
Hundred Million Dollars ($100,000,000) pursuant to the Indenture and the Series A2
Supplement, provided that the aggregate Maximum Principal Balance of the Series A2
Notes may be increased up to One Hundred Fifty Million Dollars ($150,000,000)
as provided in 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 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
unless the transferee meets the requirements for an Eligible Transferee in the Series A2
Supplement and agrees to make 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 Indenture Event of Default 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.


 


The purchaser of a Series A2 Note shall be deemed to represent and
warrant to the Initial Purchasers, WEST, the Indenture Trustee and the Servicer
that either (1) it is not acquiring the Series A2 Note with the
assets of a Benefit Plan; or (2) (a) the Series A2 Note is rated
investment grade or better and such person believes that the Offered Note is
properly treated as indebtedness


 





















 


without
substantial equity features for purposes of the Department of Labor Regulations
Section 2510.101, and agrees to so treat the Series A2 Note and (b) the
acquisition and holding of the Series A2 Note will not give rise to a
nonexempt prohibited transaction under Section 406 of ERISA or Section 4975
of the Code.


 


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.


 


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, Willis Engine Securitization Trust has caused this Series A2
Note to be duly executed by its duly authorized representative, on this     
day of                       ,
20    .


 


	
   

  	
  WILLIS
  ENGINE SECURITIZATION TRUST 

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name: 

  
	
   

  	
   

  	
  Title:

  



 


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


 


 


	
   

  	
  DEUTSCHE
  BANK TRUST COMPANY

  AMERICAS, as Indenture Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name: 

  
	
   

  	
   

  	
  Title:

  



 





















 


Schedule A


 


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 Exchanged

  	
   

  	
  Remaining Principal Amount

  of this Series A2 Note

  	
   

  	
  Notation

  Made by or

  on Behalf of

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 





















 


EXHIBIT B-1


 


FORM OF SERIES B TERM NOTE


 


WILLIS ENGINE SECURITIZATION TRUST

SERIES B1 FLOATING RATE SECURED
NOTE


 


	
  $[XX]

  	
   

  	
  CUSIP
  No.:              

  
	
   

  	
   

  	
  No.      

  
	
   

  	
   

  	
            
     , 20     

  



 


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 (as amended,
restated or otherwise modified from time to time, the “Indenture”) and the Series B1
Supplement, dated as of August 9, 2005 (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 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 in the aggregate
principal amount of                                            
Dollars ($                  )
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 Indenture Event of Default 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 Series B1
Notes 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 Series B1 Noteholders
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 and principal on 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 3.13
and Article XI of the Indenture may not be amended or modified without the
consent of each Hedge Counterparty, each Noteholder 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, on behalf of the Holders
of all of the Series B1 Notes, to waive compliance by the Issuer 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 Subclass B-1
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.


 


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, Willis Engine
Securitization Trust has caused this Series B1 Note to be duly executed by
its duly authorized representative, on this      day of                     ,
20   .


 


	
   

  	
  WILLIS ENGINE SECURITIZATION TRUST

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


 


This Note is one of the Series B1 Notes
described in the within-mentioned Indenture and the Series B1 Supplement.


 


 


	
   

  	
  DEUTSCHE BANK TRUST COMPANY

  AMERICAS, as Indenture Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 





















 


Schedule A


 


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 Exchanged

  	
   

  	
  Remaining Principal Amount

  of this Series B1 Note

  	
   

  	
  Notation

  Made by or

  on Behalf of

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 





















 


EXHIBIT B-2


 


FORM OF SERIES B WAREHOUSE
NOTE


 


WILLIS ENGINE SECURITIZATION TRUST

SERIES B2 FLOATING RATE SECURED
NOTE


 


	
  $[XX]

  	
   

  	
  CUSIP
  No.:              

  
	
   

  	
   

  	
  No.      

  
	
   

  	
   

  	
            
     , 20     

  



 


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 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   , 2005
(as amended, restated or otherwise modified from time to time, the “Indenture”)
and the Series B2 Supplement, dated as of August   , 2005
(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 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 in the aggregate
Maximum Principal Balance of One Hundred Million Dollars ($100,000,000)
pursuant to the Indenture and the Series B2 Supplement, provided that the
aggregate Maximum Principal Balance of the Series B2 Notes may be increased
up to One Hundred Fifty Million Dollars ($150,000,000) as provided in 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 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 unless the transferee meets the
requirements for an Eligible Transferee in the Series B2 Supplement and
agrees to make 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 Indenture Event of Default 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 purchaser of a Series B2 Note shall
be deemed to represent and warrant to the Initial Purchasers, WEST, the
Indenture Trustee and the Servicer that either (1) it is not acquiring the
Series B2 Note with the assets of a Benefit Plan; or (2) (a) the
Series B2 Note is rated investment grade or better and such person
believes that the Offered Note is properly treated as indebtedness


 





















 


without substantial equity features for purposes of the Department of
Labor Regulations Section 2510.101, and agrees to so treat the Series B2
Note and (b) the acquisition and holding of the Series B2 Note will
not give rise to a nonexempt prohibited transaction under Section 406 of
ERISA or Section 4975 of the Code.


 


The indebtedness evidenced by the Series B2
Notes 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, 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 Series B2 Noteholders
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 and principal on 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 3.13
and Article XI of the Indenture may not be amended or modified without the
consent of each Hedge Counterparty, each Noteholder of the Series affected
thereby and each Noteholder of any Series 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 Seroes of Notes, on behalf of the Holders of
all of the Series B2 Notes, to waive compliance by the Issuer 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.


 


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, Willis Engine
Securitization Trust has caused this Series B2 Note to be duly executed by
its duly authorized representative, on this       day
of                      ,
20   .


 


 


	
   

  	
  WILLIS ENGINE SECURITIZATION TRUST

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


 


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


 


	
   

  	
  DEUTSCHE BANK TRUST COMPANY

  AMERICAS, as Indenture Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 





















 


Schedule A


 


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 Exchanged

  	
   

  	
  Remaining Principal Amount

  of this Series B2 Note

  	
   

  	
  Notation

  Made by or

  on Behalf of

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 





















 


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 August    , 2005, between Willis
Engine Securitization Trust (the “Issuer”)
and Deutsche Bank Trust Company Americas (the “Indenture
Trustee”) to the Indenture, dated as of August    ,
2005, 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 August     , 2005, between
Willis Engine Securitization Trust (the “Issuer”)
and Deutsche Bank Trust Company Americas (the “Indenture
Trustee”) to the Indenture, dated as of August    ,
2005, between WEST and the Indenture Trustee.


 


This is to certify that, based solely on
certifications we have received in writing, by tested telex 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 August    , 2005, between Willis
Engine Securitization Trust (the “Issuer”)
and Deutsche Bank Trust Company Americas (the “Indenture
Trustee”) to the Indenture, dated as of August   ,
2005, 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 August   , 2005, between Willis Engine
Securitization Trust (the “Issuer”)
and Deutsche Bank Trust Company Americas (the “Indenture
Trustee”) to the Indenture, dated as of August   ,
2005, 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 August   ,
2005, between Willis Engine Securitization Trust (the “Issuer”) and Deutsche Bank Trust Company
Americas (the “Indenture Trustee”)
to the Indenture (as supplemented, the “Indenture”),
dated as of August   , 2005, 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 August    , 2005, between Willis
Engine Securitization Trust (the “Issuer”) and Deutsche Bank Trust Company
Americas (the “Indenture Trustee”) to the Indenture, dated as of August    ,
2005, between the Issuer and the Indenture Trustee.


 


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.                  )
(as defined in the Indenture) 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 August    ,
2005, between Willis Engine Securitization Trust (the “Issuer”) and Deutsche Bank Trust Company
Americas (the “Indenture Trustee”)
to the Indenture, dated as of August    , 2005, 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


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 (the “Issuer”),
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 the Issuer, (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
Private Placement Memorandum) (the “ Indenture
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 the Issuer 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 Indenture Trustee and the Issuer such
certifications, legal opinions and other information as the Indenture Trustee
and Issuer 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.


 


The Issuer, the Initial Purchaser and the
Indenture 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

  	
   

  	
  ***

  
	
   

  	
   

  	
   

  
	
  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

  	
   

  	
  ***

  



 










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


 





















 


	
  Total below investment grade lessees
  domiciled in accession countries with ownership rights not protected by
  insurance policy or recognition of rights agreements

  	
   

  	
  ***

  
	
   

  	
   

  	
   

  
	
  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 Replacement Account, Security Deposit Account,
Senior Restricted Cash Account, Junior Restricted Cash Account, Engine Reserve
Account and any other Account, 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
Engine Reserve Account and the Security Deposit Account, the amount of any segregated
funds in subaccounts.


 


(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 for
each of the following categories:  WEST
Expenses, Ordinary Course Expenses and Mandatory Engine Modifications,
identifying any Significant Operating Expense accruals


•                                          Payments
made from the Expense Account during the period between prior Determination
Date and the relevant Determination Date for each of the following categories:
WEST Expenses, Ordinary Course Expenses and Mandatory Engine Modifications,
identifying any disbursements for Significant Operating Expenses


•                                          Balance
in Expense Account on relevant Determination Date


 


(iii)          With
respect to each Payment Date, an analysis of activity in the Collections
Account since preceding Determination Date


 


•                                          Balance
in Collections Account on preceding Determination Date


•                                          Collections
during period beginning on the preceding Determination Date and ending on the
applicable Determination Date


•                                          Net
transfers between the Security Deposit Account and the Collections Account


•                                          Net
Transfers between the Engine Reserve Account and the Collections Account


•                                          Transfers
between the Engine Replacement Account and the Engine Reserve Account


 





















 


•                                          Total
disbursements to Series Accounts on prior Payment Date


•                                          Hedge
Payments paid and/or received since the preceding 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


•                                          Available
Collections Amount for 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)


 


•                                          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


•                                          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


•                                          Redemption Amount, if any


•                                          Redemption Premium, if any


•                                          Outstanding
Principal Balance after all payments of principal on Payment Date


 


(b)                                 Fixed Rate Notes (by
Series)


 


•                                          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


•                                          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


•                                          Redemption Amount, if any


 





















 


•                                          Redemption Premium, if any


•                                          Outstanding Principal Balance after all
payments of principal on Payment Date


 


(c)                                  Payments per $100,000
initial outstanding principal balance of Notes (by Series)


 


•                                          Outstanding
Principal Balance before all principal payments on Payment Date


•                                          Total
Principal Payments


•                                          Outstanding
Principal Balance after all principal payments on Payment Date


•                                          Total
Interest


•                                          Total
Premium


 


(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


•                                          Adjusted
Borrowing Value of such Engines


•                                          Net
Sales Proceeds of each Permitted Engine Dispositions


•                                          Modified
Net Sales Proceeds of each Permitted Engine Disposition


•                                          Identification
of Engines acquired in Permitted Engine Acquisitions


•                                          Initial
Borrowing Value of such Engines


•                                          Purchase
Price of each such Engine


•                                          Cost
of all Discretionary Engine Modifications


•                                          Cost
of all Mandatory Engine Modifications


•                                          Engines
and/or Engine Modifications subject to Replacement Exchanges, whether or not
completed


 


(vi)          With
respect to each Payment Date, the Maximum Borrowing Base, the Senior Borrowing
Base and the Junior Borrowing Base


 


(vii)         With
respect to the Interest Accrual 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) in substantially the
same form as the table in “The Engines in the Initial Portfolio – Appraisers’
Report” and the related leases and lessees in substantially the same form as
the first table in “Initial Leases – Initial Lessees.”


 





















 


(viii)        An
updated description of the Engines in the portfolio as of the Determination
Date in substantially the same form as the table in “The Engines in the Initial
Portfolio – Appraisers’ Report” and the related leases and lessees in
substantially the same form as the table in “Initial Leases – The Lessees.”


 


(ix)           A
discussion of any significant developments, including any repossession of any
Engine or any other enforcement actions, affecting WEST in such month


 


(x)            A
copy of each amendment to the Servicing Agreement, the Back-Up Servicing
Agreement, the Administrative Agency Agreement and the Back-Up Administrative
Agency Agreement in such month


 





















 


EXHIBIT G-2


 


FORM OF ANNUAL REPORT


 


(i)            audited financial
statements of WEST for such calendar year;


 


(ii)           updated information
regarding the Engines then in the portfolio (including Additional Engines), the
then current leases and then current lessees in substantially the same manner
as set forth under “The Initial Engines and Initial Lessees;”


 


(iii)          a statement of the
Engines off-lease due to any repossession;


 


(iv)          a comparison of actual
against expected principal payments on the Notes during such annual period; and


 


(iv)          a comparison of WEST’s
performance to the Annual Budget for the preceding year and a statement setting
forth an analysis of Collections Account activity, each for the preceding year
ended December 31.


 





















 


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 applicable Governmental Rules.


 


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


 


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


 


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


 


Agreement of
seller not to file insolvency petition against WEST or any WEST Subsidiary


 


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