Exhibit 10.42


 


EXECUTION COPY


 


REDACTED COPY


Portions
of this Exhibit 10.42 have been omitted pursuant to a confidential
treatment request.  The omitted material
has been filed separately with the Securities and Exchange Commission.


 




 





 


WILLIS ENGINE SECURITIZATION
TRUST


Issuer


 


and


 


DEUTSCHE BANK TRUST COMPANY
AMERICAS


Indenture Trustee


 










 


SERIES A2 SUPPLEMENT


 


Dated as of August 9, 2005


 


to


 


INDENTURE


 


Dated as of August 9, 2005


 










 


SERIES A2 NOTES


 




 





 





















 


TABLE OF CONTENTS


 


	
  ARTICLE I

  
	
   

  	
   

  	
   

  
	
  DEFINITIONS; CALCULATION GUIDELINES

  
	
   

  	
   

  	
   

  
	
  Section 1.01

  	
  Definitions

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE II

  
	
   

  	
   

  
	
  CREATION OF THE SERIES A2 NOTES

  
	
   

  	
   

  	
   

  
	
  Section 2.01

  	
  Designation

  	
   

  
	
  Section 2.02

  	
  Authentication and Delivery

  	
   

  
	
  Section 2.03

  	
  Loans under the Series A2 Notes

  	
   

  
	
  Section 2.04

  	
  Interest
  Payments; Commitment Fee

  	
   

  
	
  Section 2.05

  	
  Payments of Principal

  	
   

  
	
  Section 2.06

  	
  Series A2 Final Maturity Date

  	
   

  
	
  Section 2.07

  	
  Manner of Payments

  	
   

  
	
  Section 2.08

  	
  Increased Costs

  	
   

  
	
  Section 2.09

  	
  Increased Capital

  	
   

  
	
  Section 2.10

  	
  Payments of Principal and Interest

  	
   

  
	
  Section 2.11

  	
  Breakage
  Costs

  	
   

  
	
  Section 2.12

  	
  Restrictions on Transfer

  	
   

  
	
  Section 2.13

  	
  Payment Date Schedule

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE III

  
	
   

  	
   

  	
   

  
	
  SERIES A2
  SERIES ACCOUNT AND ALLOCATION AND

  APPLICATION OF AMOUNTS THEREIN

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 3.01

  	
  Series A2 Series Account

  	
   

  
	
  Section 3.02

  	
  Distributions from Series A2 Series Account

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV

  
	
   

  	
   

  	
   

  
	
  CONDITIONS TO ISSUANCE AND LOANS

  
	
   

  	
   

  	
   

  
	
  Section 4.01

  	
  Conditions to Issuance

  	
   

  
	
  Section 4.02

  	
  Conditions to Loans

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE V

  
	
   

  	
   

  	
   

  
	
  REPRESENTATIONS WARRANTIES AND COVENANTS

  
	
   

  	
   

  	
   

  
	
  Section 5.01

  	
  Indenture Representations and Warranties

  	
   

  
	
  Section 5.02

  	
  Representations and Warranties

  	
   

  
	
  Section 5.03

  	
  Covenants

  	
   

  



 


i





















 


	
  ARTICLE VI

  
	
   

  	
   

  	
   

  
	
  MISCELLANEOUS PROVISIONS

  
	
   

  	
   

  	
   

  
	
  Section 6.01

  	
  Ratification of Indenture

  	
   

  
	
  Section 6.02

  	
  Counterparts

  	
   

  
	
  Section 6.03

  	
  Governing Law

  	
   

  
	
  Section 6.04

  	
  Notices to Rating Agencies

  	
   

  
	
  Section 6.05

  	
  Statutory References

  	
   

  
	
  Section 6.06

  	
  No Proceedings

  	
   

  
	
  Section 6.07

  	
  Amendments And Modifications

  	
   

  
	
  Section 6.08

  	
  Waiver of Jury Trial

  	
   

  
	
  Section 6.09

  	
  Appointment of Representative

  	
   

  



 


	
  EXHIBITS

  
	
   

  	
   

  	
   

  
	
  EXHIBIT A

  	
  Form of Series A2 Note

  	
   

  
	
  EXHIBIT B

  	
  Form of Certificate to be Given by Noteholders

  	
   

  
	
  EXHIBIT C

  	
  Form of Certificate to be Given by Euroclear or Clearstream

  	
   

  
	
  EXHIBIT D

  	
  Form of Certificate to be Given by Transferee of Beneficial
  Trust Interest In a Regulation S Temporary Book Entry Note

  	
   

  
	
  EXHIBIT E

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

  	
   

  
	
   

  	
   

  	
   

  
	
  SCHEDULES

  
	
   

  	
   

  
	
  SCHEDULE 1

  	
  Series A2 Minimum Targeted Principal Balance by Payment Date

  	
   

  
	
  SCHEDULE 2

  	
  Series A2 Scheduled Targeted Principal Balance by Payment Date

  	
   

  
	
  SCHEDULE 3

  	
  Commitments of Series A2 Noteholders

  	
   

  
				



 


ii





















 


SERIES A2 SUPPLEMENT, dated as of August 9,
2005 (the “Supplement”), issued
pursuant to, and incorporating the terms of, the Indenture, dated as of August 9,
2005 (as amended, modified or supplemented from time to time, the “Indenture”) between WILLIS ENGINE
SECURITIZATION TRUST, a Delaware statutory trust (“WEST”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New
York banking corporation, as Indenture Trustee (the “Indenture Trustee”).


 


WITNESSETH THAT:


 


WHEREAS, WEST and the Indenture Trustee wish
to set forth the Principal Terms of a Series of Notes to be issued
pursuant to this Supplement and designated as “Willis Engine Securitization
Trust Series A2 Floating Rate Secured Notes”;


 


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


 


ARTICLE I


 


DEFINITIONS;
CALCULATION GUIDELINES


 


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


 


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


 


“Adjusted
Eurodollar Rate” means, for any Interest Accrual Period and each Series A2
Loans, the quotient, expressed as a percentage and rounded upwards (if
necessary) to the nearest 1/100 of 1%, obtained by dividing (a) the One
Month LIBOR for such Interest Accrual Period, by (b) the decimal
equivalent of 100% minus the Eurodollar Reserve Percentage on the first day of
such Interest Accrual Period.


 


“Allocated Amount”
shall mean, with respect to any Additional Engine acquired with the proceeds of
Loans, such amount as is specified in the Acquisition Agreement relating to
such Additional Engine, multiplied by a fraction, the numerator of which is the
Initial Borrowing Value of such Additional Engine and the denominator of which
is the Initial Borrowing Value of all Engines.


 


“Assignment
and Assumption” means an Assignment and Assumption, as defined in
the Series A2 Note Purchase Agreement, pursuant to which the transferee of
a Series A2 Note agrees to make Series A2 Loans to the extent of the
Unused Commitment allocable to the Series A2 Note that is transferred to
such transferee.


 


“Base Rate”
means, on any date of determination, an interest rate per annum equal to the
higher of (i) the Prime Rate in effect on such date, and (ii) the
Federal Funds Effective Rate in


 


1





















 


effect on such date plus one half of one percent (.50%) per annum.  Any change in the Base Rate due to a change
in the Prime Rate or the Federal Funds Effective Rate shall be effective on the
opening of business on the date of such change.


 


“Closing Date”
means August 9, 2005.


 


“Commercial Paper
Notes” means commercial paper notes issued by, or on
behalf of, a CP Noteholder for the purpose of funding or maintaining its Loans
to WEST and its holding of its Series A2 Note, including all such
commercial paper notes so issued to re-finance matured commercial paper notes
issued by, or on behalf of, such CP Noteholder that were originally issued to
finance or maintain such CP Noteholder’s Loans to WEST and such holding.


 


“Conversion Date”
means, for the Series A2 Notes, July 31, 2007.


 


“CP Noteholder”
means any Series A2 Noteholder that will fund or maintain its Loans and
its holding of its Series A2 Note with the issuance of Commercial Paper
Notes.


 


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


 


“Eligible Transferee”
means the following: (i) an Affiliate of a Series A2
Noteholder, or (ii) any other then existing Series A2 Noteholder, or (iii) a
commercial bank, insurance company or other financial institution that (x)
complies with the transfer provisions of Section 2.11 of the Indenture,
and (y) if such transfer is to occur prior to the Conversion Date, such
transferee in the reasonable determination of WEST, has the capability to make Series A2
Loans to WEST up to the Unused Commitment in respect of the Series A2 Note
being transferred to such financial institution and is otherwise reasonably
acceptable to WEST, as evidenced to the Indenture Trustee in writing.


 


“Eurodollar
Disruption Event” means, with respect to any Series A2
Noteholder, any of the following: (i) a determination by a Series A2
Noteholder that it would be contrary to law or to the directive of any central
bank or other Governmental Authority (whether or not having the force of law)
to obtain Dollars in the London interbank market to make, fund or maintain any Series A2
Loan for such Interest Accrual Period; (ii) a determination by a Series A2
Noteholder that the rate at which deposits of Dollars are being offered to such
lender in the London interbank market does not accurately reflect the cost to
such Series A2 Noteholder of making, funding or maintaining any Series A2
Loan for such Interest Accrual Period; or (iii) the inability of a Series A2
Noteholder to obtain Dollars in the London interbank market to make, fund or
maintain any Series A2 Loan for such Interest Accrual Period.


 


“Eurodollar
Reserve Percentage” means, with respect to any Series A2
Noteholder for any Interest Accrual Period, the reserve percentage (expressed
as a decimal, rounded upward to the nearest 1/100th of one percent
(0.01%)) applicable on the first day of such Interest Accrual Period under
regulations issued from time to time by the Federal Reserve Board (or any
successor) for determining the maximum reserve requirement (including, without
limitation, any emergency, supplemental or other marginal reserve requirement)
for such Series A2 Noteholder, with respect to liabilities or assets
consisting of or including Eurocurrency Liabilities (as defined in Regulation D
of the Federal Reserve Board, as in effect from time to time) and having a term
equal to such Interest Accrual Period.


 


2





















 


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


 


“Fortis”
means Fortis Bank (Nederland) N.V.


 


“Funding Date”
shall the meaning specified in Section 2.03(a).


 


“Funding Date Engine”
shall have the meaning specified in the Series A2 Note Purchase and Loan
Agreement..


 


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


 


“HSH”
means HSH Nordbank A.G.


 


“Increased Costs”
shall mean the amounts payable to any or all of the Series A2 Noteholders
pursuant to Sections 2.08, 2.09, 2.10 and 2.11 hereof and Article VII of
the Series A2 Note Purchase Agreement.


 


“Initial
Purchasers” means Fortis and HSH, as the purchasers of the Series A2
Notes in the Series A2 Note Purchase Agreement.


 


“Issuance Expenses”
shall mean (a) the commission payable to the Initial Purchasers in respect
to the issuance of the Series A2 Notes and the fees payable to the
Structuring Agent and the Co-Structuring Agent that are calculated with respect
to the Outstanding Principal Balance of the Series A2 Notes and (b) the
portion of the expenses of the Initial Purchasers, the Structuring Agent and
the Co-Structuring Agents that are allocable to the Series A2 Notes, as
agreed by WEST and such parties.


 


“Loans”
shall the Series A2 Loans and the Series B2 Loans.


 


“Majority of Holders”
means, with respect to the Series A2 Notes as of any date of
determination, Series A2 Noteholders that, individually or in the
aggregate, own Series A2 Notes representing more than fifty percent (50%)
of the Maximum Commitment or, if a Conversion Event shall have occurred, then
aggregate Series A2 Note Principal Balance.


 


“Maximum Commitment”
shall mean (a), for all Series A2 Noteholders, $100,000,000 in the
aggregate, which amount may be increased up to $150,000,000 as provided in Section 2.03(d) hereof
and the Series A2 Note Purchase Agreement, and (b), for each Series A2
Noteholder, the amount set forth opposite the name of such Series A2
Noteholder in Schedule 3 attached hereto, increased proportionately in the
event of any increase in the aggregate Maximum Commitment described in clause (a) of
this definition.


 


3





















 


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


 


“Minimum Targeted
Principal Balance” means for the Series A2 Notes
for each Payment Date after a Conversion Event, an amount equal to the product
of (i) the aggregate Outstanding Principal Balances of all Series A2
Notes on the date on which a Conversion Event occurs, and (ii) the
percentage set forth opposite such Payment Date on Schedule 1 hereto under
the column entitled “Minimum Targeted Principal Balance,” calculated as
provided in Section 2.05(b)(i) hereof and as adjusted from time to
time pursuant to Section 2.05(e) hereof.


 


“Noteholder
Indemnified Amounts” shall mean (i) all Increased
Costs of the Series A2 Noteholders and (ii) all indemnification
payments owing by WEST to the Series A2 Noteholders pursuant to Section 7.01
of the Series A2 Note Purchase Agreement.


 


“Offering Memorandum”
shall mean the Offering Memorandum, dated July 28, 2005, prepared by WEST
in connection with the offering of the Series A1 Notes.


 


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


 


“Optional Redemption”
means a voluntary prepayment by WEST of all, or a portion of the Outstanding
Principal Balance of the Series A2 Notes in accordance with the terms of
this Supplement and the Indenture.


 


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


 


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


 


“Rating Agencies”
means, for the for Series A2 Notes, Fitch and Moody’s.


 


“Redemption Price”
shall mean the Outstanding Principal Balance of the Series A2 Notes in an
Optional Redemption in whole, and the portion of the Outstanding Principal
Balance being redeemed, in an Optional Redemption in part, in each case,
without premium.


 


“Scheduled Targeted
Principal Balance” means for the Series A2 Notes
for each Payment Date after a Conversion Event, an amount equal to the product
of (i) the aggregate Outstanding Principal Balances of all Series A2
Notes on the date on which a Conversion Event occurs, and (ii) the
percentage set forth opposite such Payment Date on Schedule 2 hereto under
the column entitled “Scheduled Targeted Principal Balance,” calculated as
provided in Section 2.05(b)(i) hereof and as adjusted from time to
time pursuant to Section 2.05(e) hereof.


 


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


 


“Series A2
Additional Interest” means interest at the Series A2
Stated Rate on the aggregate amount of any unpaid interest on the Series A2
Notes (including any unpaid portion of


 


4





















 


any Series A2 Stated Interest Amount, Series A2 Conversion
Step-Up Interest Amount and Additional Interest Amount) and the other amounts
described in Section 2.04(c) hereof.


 


“Series A2
Additional Interest Amount” means, for any Payment
Date, an amount equal to the Series A2 Additional Interest on the
aggregate amount of unpaid interest (including any unpaid portion of any Series A2
Stated Interest Amount, Series A2 Conversion Step-Up Interest Amount and
the Series A2 Additional Interest Amount and the other amounts described
in Section 2.04(c) hereof) that was due and payable (but not paid)
on, or with respect to, the Series A2 Notes on any prior Payment
Date.  The Series A2 Additional
Interest Amount constitutes the Additional Interest Amount for the Series A2
Notes for purposes of Sections 3.12 and 3.13 of the Indenture.


 


“Series A2
Commitment Fee” shall mean the Commitment Fee payable
to the Series A2 Noteholders pursuant to this Supplement.


 


“Series A2
Commitment Fee Amount” means, for any Payment Date, an
amount equal to the accrued and unpaid Commitment Fee at the Series A2
Commitment Fee Rate on the Maximum Commitment during the Interest Accrual
Period ending on (but excluding) such Payment Date.  The Series A2 Commitment Fee Amount
constitutes the Commitment Fee for the Series A2 Notes for purposes of
Sections 3.12 and 3.13 of the Indenture.


 


“Series A2
Commitment Fee Rate” means, for each Interest Accrual
Period, *** per annum.


 


“Series A2
Conversion Step-Up Interest Amount” means, for any
Payment Date occurring on or after the occurrence of a Conversion Event with
respect to the Series A2 Notes, an amount equal to the accrued and unpaid
interest at the Series A2 Conversion Step-Up Interest Rate on the
Outstanding Principal Balance of the Series A2 Notes for the Interest
Accrual Period ending on (but excluding) such Payment Date.  The Series A2 Conversion Step-Up
Interest Amount constitutes the Conversion Step-Up Interest Amount for the Series A2
Notes for purposes of Sections 3.12 and 3.13 of the Indenture.


 


“Series A2
Conversion Step-Up Interest Rate” means, for each
Interest Accrual Period, one quarter of one percent (.25%) per annum.


 


“Series A2
Definitive Notes” means Series A2 Notes in the
form attached as Exhibit A hereto, with the applicable legend for
Definitive Notes required by Section 2.02 of the Indenture inscribed on
the face thereof.


 


“Series A2
Expected Final Payment Date” means July 15, 2018.


 


“Series A2
Final Maturity Date” means August 15, 2030.


 


“Series A2
Increased Costs” means, for any Interest Accrual
Period, (a) the aggregate amount payable to all Series A2 Noteholders
pursuant to Sections, 2.08, 2.09, 2.10 and 2.11 of this Agreement and Section 7.1
of the Series A2 Note Purchase Agreement in respect of such Interest
Accrual Period and (b) the aggregate of such amounts with respect to prior
Interest Accrual Periods which remain unpaid.


 










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


 


5





















 


“Series A2
Interest Amount” means, for any Payment Date, an
amount equal to the sum of the Series A2 Stated Interest Amount, the Series A2
Conversion Step-Up Interest Amount and the Series A2 Additional Interest
Amount due and payable on the Series A2 Notes on such Payment Date.


 


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


 


“Series A2
Noteholder” means, initially, Fortis and HSH and, at
any time of determination for the Series A2 Notes thereafter, any person
in whose name a Series A2 Note is registered in the Register.


 


“Series A2 Note
Purchase Agreement” means the Series A2 Note
Purchase and Loan Agreement, dated as of August 9, 2005, among WEST,
Willis, and the Initial Purchasers.


 


“Series A2
Notes” means the Series of Notes designated as
the “Willis Engine Securitization Trust Series A2 Floating Rate Secured
Notes” to be issued on the Closing Date and having the terms and conditions
specified in this Supplement, substantially in the forms of Exhibit A
hereto, and including any and all replacements, extensions, substitutions or
renewals of such Notes.


 


“Series A2 144A
Book Entry Notes” means Series A2 Notes in the
form attached as Exhibit A hereto, with the applicable legend for 144A
Book Entry Notes required by Section 2.02 of the Indenture inscribed on
the face thereof.


 


“Series A2 Series Account”
means the Series Account of that name established in accordance with Section 3.01
hereof and Section 3.01 of the Indenture.


 


“Series A2
Stated Interest Amount” means, for any Payment Date,
an amount equal to the sum for each day during the related Interest Accrual
Period of accrued and unpaid interest at the Series A2 Stated Rate on the
Outstanding Principal Balance of the Series A2 Notes on such date.  The Series A2 Stated Interest Amount
constitutes the Stated Interest Amount for the Series A2 Notes for
purposes of Sections 3.12 and 3.13 of the Indenture.


 


“Series A2
Stated Rate” means, for each Series A2 Loan and
each Interest Accrual Period, an interest rate per annum equal to the sum of (i) the
Adjusted Eurodollar Rate applicable to such Series A2 Loan for such
Interest Accrual Period and (ii) one and one-half percent (1.50%) per
annum; provided, however, that for purposes of clause (i) above, the Base
Rate will be used in lieu of the Adjusted Eurodollar Rate for an unpaid Series A2
Loan if (a) on or before the first day of such Interest Accrual Period an
affected Series A2 Noteholder shall have notified WEST that a Eurodollar
Disruption Event is then continuing, (b) such Interest Accrual Period is
for a period of less than one month or if an Indenture Event of Default is then
continuing on the first day of such Interest Accrual Period, or (c) the
then unpaid principal balance of such Series A2 Loan on the first day of
such Interest Accrual Period is less than Five Million Dollars ($5,000,000).


 


6





















 


“Series A2
Supplement” or “Supplement”
means this Supplement, as amended, modified or supplemented from time to time
in accordance with the terms of this Supplement.


 


“Series A2
Supplemental Principal Payment Amount” means, for the Series A2
Notes on any Payment Date, the amount of a Series A Supplemental Principal
Payment Amount allocated and paid to the holders of the Series A2 Notes on
such Payment Date in accordance with the provisions of Sections 3.13 and 3.14(b) of
the Indenture and Sections 2.05(a) and 3.02 hereof.


 


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


 


“Series B2 Loan”
means, individually or in the aggregate, a loan to WEST by the holder or
holders of the Series B2 Notes pursuant to the Series B2 Supplement
and the Series B2 Note Purchase Agreement.


 


“Series B2 Note
Purchase Agreement” means the Series B2 Note
Purchase and Loan Agreement, dated as of August 9, 2005, among WEST,
Willis and the Series B2 Noteholders, as the same may be amended, modified
or supplemented from time to time in accordance with its terms.


 


“Series B2
Noteholders” means, on the Closing Date, the Initial
Purchasers and, at any time of determination thereafter, any person in whose
name a Series B2 Note is registered in the Register.


 


“Series B2
Supplement” means the Series B2 Supplement to the
Indenture, dated as of August 9, 2005, between WEST and the Indenture
Trustee, as amended, modified or supplemented from time to time in accordance
with its terms.


 


“Series Issuance
Date” means, for the Series A2 Notes, August 9,
2005


 


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


 


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


 


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


 


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


 


(b)                                 The conventions of
construction and usage set forth in Section 1.02 of the Indenture are
hereby incorporated by reference in this Supplement.


 


ARTICLE II



CREATION OF THE SERIES A2 NOTES


 


Section 2.01                                Designation.  (a)  There is hereby created a Series of
Series A Warehouse Notes to be issued pursuant to the Indenture and this
Supplement and to be known as the “Willis


 


7





















 


Engine Securitization Trust Series A2 Floating Rate Secured Notes,”
referred to herein as the “Series A2 Notes.”  The Series A2 Notes will be issued with
aggregate Maximum Principal Balances in the amount of $100,000,000.00 (which
aggregate Maximum Principal Balances may be increased up to $150,000,000
pursuant to Section 2.03(d) hereof) and will not have priority over
any other Series of Series A Notes except to the extent set forth in
the Supplement for such other Series and Section 3.14 of the
Indenture.  The Series Issuance Date
of the Series A2 Notes is August 9, 2005.  The Series A2 Notes are classified as “Warehouse
Notes,” “Series A Warehouse Notes,” “Series A Notes” and “Floating
Rate Notes,” as each such term is used in the Indenture.  The Series A2 Notes will be rated on the
Closing Date by each of Moody’s and Fitch.


 


(b)                                 The first Payment Date
with respect to the Series A2 Notes shall be on September 15, 2005.


 


(c)                                  Payments of principal
on the Series A2 Notes shall be payable from funds on deposit in the Series A2
Series Account or otherwise at the times and in the amounts set forth in Article III
of the Indenture and Sections 2.04, 2.05, 2.06 and 3.02 of this
Supplement.  The Minimum Principal
Payment Amount and Scheduled Principal Payment Amounts for the Series A2
Notes shall be calculated on the date on which a Conversion Event occurs in
accordance with the terms of the Indenture and Section 2.05 of this
Supplement.


 


(d)                                 WEST shall pay
Issuance Expenses out of the proceeds of the Series A2 Notes on the Series Issuance
Date.


 


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


 


Section 2.02                                Authentication
and Delivery.  (a)  On the Series Issuance
Date, WEST shall sign, and shall direct the Indenture Trustee in writing
pursuant to Section 2.01(c) of the Indenture to duly authenticate,
and the Indenture Trustee, upon receiving such direction, (i) shall
authenticate, subject to compliance with the conditions precedent set forth in Section 5.01
hereof, the Series A2 Notes in accordance with such written directions,
and (ii) subject to compliance with the conditions precedent set forth in Section 4.01
hereof, shall deliver such Series A2 Notes to the Series A2
Noteholders in accordance with such written directions.


 


(b)                                 The Series A2
Notes are not being registered with the SEC and may not be sold, transferred or
otherwise disposed of except to Institutional Accredited Investors and QIB’s
that deliver an Investment Letter to the Indenture Trustee in compliance with
the provisions of the Indenture and that, prior to the occurrence of a
Conversion Event, are Eligible Transferees and execute and deliver an
Assignment and Assumption with respect to the Series A2 Note Purchase
Agreement.


 


(c)                                  The Series 2005-1
Notes shall be represented by one or more Definitive Notes issued to the Series A2
Noteholders until the occurrence of a Conversion Event.  After the occurrence of a Conversion Event,
any Series A2 Noteholder that is a QIB may exchange its Definitive Note
for an interest in a Series A2 144A Book Entry Note in accordance with the
requirements of the Indenture.


 


8





















 


(d)                                 The Series A2
Notes shall be executed by manual or facsimile signature on behalf of WEST by
any officer of the Owner Trustee and shall be substantially in the form of Exhibit A
hereto, as applicable, with the appropriate legend required by Section 2.02
of the Indenture inscribed on the face thereof.


 


(e)                                  The Series A2
Notes shall be issued in minimum denominations of $100,000 and in integral
multiples of $1,000 in excess thereof.


 


Section 2.03                                Loans
under the Series A2 Notes.  (a) 
WEST shall have the right, pursuant to this Supplement and the Series A2
Note Purchase Agreement, to borrow Loans from the Series A2 Noteholders,
and each Series A2 Noteholders has severally agreed, pursuant to the Series A2
Note Purchase Agreement, to make Loans, in each case in proportion to, and up
to the amounts of, its respective Maximum Commitments of the Series A2
Noteholders, on the Initial Closing Date and on any Business Day (a “Funding Date”) thereafter and prior to
the date on which a Conversion Event occurs, subject to the satisfaction of all
applicable conditions precedent set forth in Article IV hereof and in Article III
of the Series A2 Note Purchase Agreement. 
Each such Loan shall increase the Outstanding Principal Balance of the Series A2
Notes held by such Series A2 Noteholder. 
The Indenture Trustee shall maintain a record of all Loans and
repayments made on the Series A2 Notes and absent manifest error such
records shall be conclusive.


 


(b)                                 Each Funding Request
for Loans after the Initial Closing Date shall constitute a reaffirmation by
WEST that (1) no Event of Default, Servicer Termination Event or Early
Amortization Event has occurred and is continuing, or would result from the
making of such Loan, as of the date of the Funding Request and (2) the
representations and warranties of WEST contained in the Series A2
Transaction Documents are true, correct and complete in all material respects
to the same extent as though made on and as of the date of the Funding Request,
except to the extent such representations and warranties specifically relate to
an earlier date, in which event they shall be true, correct and complete in all
material respects as of such earlier date.


 


(c)                                  WEST shall use the
proceeds of the Loans made on the Initial Closing Date for the purposes
described in the Offering Memorandum and shall use the proceeds of the Loans
made on each subsequent Funding Date for any or all of the following purposes: (i) to
acquire the Third Remaining Engine, (ii) to acquire Additional Engines or
to fund Discretionary Engine Modifications (including Qualified Engine
Modifications), in each case whether or not such acquisition or funding is in
connection with a Replacement Exchange, or (iii) to increase the Available
Collections Amount on any Payment Date by depositing all or a portion of the
proceeds of a Loan in the Collections Account, provided
that the use of any Loan to increase the Available Collections Amount shall be
subject to the Available Collections Amount on such Payment Date being in an
amount, calculated without the proceeds of such Loan, sufficient to fund the
payment in full of accrued Base Interest on all Series B Notes on such
Payment Date and all amounts ranking senior thereto as provided in Section 3.13
of the Indenture.


 


(d)                                 WEST may elect to
increase the aggregate Maximum Principal Balances of the Series A2 Notes
and the aggregate Maximum Commitments of the Series A2 Noteholders to an
amount greater than $100,000,000 but not in excess of $150,000,000, subject to
the receipt


 


9





















 


of (i) the prior written consent of all of the Series A2
Noteholders and (ii) a Rating Agency Confirmation, provided that, as a condition of any such
increase, the Maximum Principal Balances of the Series B2 Notes and the
Maximum Commitments of the Series B2 Noteholders shall be increased by a
proportionate amount, such increase to be made as provided in the Series B2
Supplement and the Series B2 Note Purchase Agreement.  Any increase pursuant to the preceding
sentence shall be applied to increase the Maximum Principal Balances of the
individual Series A2 Notes and the Maximum Commitments of the Series A2
Noteholders proportionately to the Maximum Principal Balances of the Series A2
Notes held by the Series A2 Noteholders immediately prior to such
increase, and such increases shall be deemed to occur without any Series A2
Noteholder having to surrender its Series A2 Notes in exchange for a new Series A2
Note reflecting the increased Maximum Principal Balance.


 


(e)                                  WEST may, on any
Payment Date upon at least five Business Days’ notice to the Series A2
Noteholders, terminate in whole or reduce in part the aggregate Maximum
Commitments of the Series A2 Noteholders and the Maximum Principal
Balances of the Series A2 Notes in an aggregate amount not to exceed the
excess of such Maximum Principal Balances over the then aggregate Outstanding
Principal Balance of the Series A2 Notes; provided
that any partial reduction (based on the ratio of the then Maximum Commitments
of such Series prior to such reduction) of the aggregate Maximum
Commitments of the Series A2 Noteholders and the Maximum Principal
Balances of the Series A2 Notes (i) shall be applied pro rata to the
individual Maximum Commitments of the Series A2 Noteholders and the
Maximum Principal Balances of the Series A2 Notes, respectively, and (ii) shall
be accompanied by a proportionate partial reduction of the aggregate Maximum
Commitments of the Series B2 Noteholders. 
Each notice of reduction or termination pursuant to this Section 2.03(e) shall
be irrevocable, and such reduction shall be deemed to occur without any Series A2
Noteholder having to surrender its Series A2 Notes in exchange for a new Series A2
Note reflecting the reduced Maximum Principal Balance.


 


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


 


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


 


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(h)                                 Upon the occurrence of
a Conversion Event, (i) the right of WEST to borrow under the Series A2
Notes shall terminate, (ii) Conversion Step-Up Interest shall begin to
accrue on the Outstanding Principal Balance of the Series A2 Notes as
provided in Section 2.04(a), and (iii) the Outstanding Principal
Balance of the Series A2 Notes shall become payable as provided in Section 2.05(a) and
(b), provided, however, that, if
all of the Series A2 Noteholders elect to waive the occurrence of any
Conversion Event, such Conversion Event shall be disregarded as long as such
waiver is in effect; provided, further,
that, if WEST subsequently cures an Early Amortization Event, Event of Default
or Servicer Termination Event that resulted in a Conversion Event that was not
so waived, WEST may request the Series A2 Noteholders to waive the
original occurrence of such Conversion Event, Event of Default or Servicer
Termination Event and rescind and revoke the consequences described in clause
(i), (ii) and (iii) of this Section 2.04(h) occurring as a
result of such Conversion Event, which waiver, rescission and revocation shall
be effective only if Series A2 Noteholders representing 100% of the
Outstanding Principal Balance of the Series A2 Notes consent thereto.  The termination of any waiver pursuant to the
provisos in the preceding sentence shall be treated as the occurrence on the
date of such termination of the Conversion Event that was the subject of the
waiver.


 


Section 2.04                                Interest Payments;
Commitment Fee.


 


(a)                                  Interest on Series A2
Notes.  Interest shall accrue (i) at
the Series A2 Stated Rate on the Outstanding Principal Balance of each Series A2
Note during all or each portion of each Interest Accrual Period from the
Closing Date to (but excluding) the date on which a Conversion Event occurs,
and (ii) at a combined rate equal to the sum of the Series A2 Stated
Rate and the Series A2 Conversion Step-Up Rate on the Outstanding
Principal Balance of each Series A2 Note during all or the portion of each
Interest Accrual Period from and after the date on which a Conversion Event
occurs, in each case on the basis of actual days elapsed over a year of 360
days and shall be due and payable in arrears on each Payment Date for the
Interest Accrual Period ending on such Payment Date.  The Series A2 Stated Interest Amount and
the Series A2 Conversion Step-Up Interest Amount for each Interest Accrual
Period shall be calculated separately and paid separately as provided in Section 3.13
of the Indenture and Section 3.02 hereof. 
All amounts of the Series A2 Stated Interest Amount and the Series A2
Conversion Step-Up Interest Amount shall be due and payable on the earlier to
occur of (i) the date on which the Series A2 Notes have been
accelerated in accordance with the provisions of Section 4.02 of the
Indenture and (ii) the Series A2 Final Maturity Date.  On each Reference Date, the Indenture Trustee
shall promptly deliver a written notice to the Series A2 Noteholders
specifying the Series A2 Stated Rate for the related Interest Accrual
Period.


 


(b)                                 Commitment Fee on Series A2
Notes.  The Series A2 Commitment
Fee shall accrue at the Series A2 Commitment Fee Rate on the Unused
Commitment of the Series A2 Noteholders during all or the portion of each
Interest Accrual Period from the Closing Date to (but excluding) the date on
which a Conversion Event occurs.  The Series A2
Commitment Fee Amount shall be calculated on the basis of actual days elapsed
over a year of 360 days and shall be due and payable in arrears on each Payment
Date for the Interest Accrual Period ending on (but excluding) such Payment
Date.


 


(c)                                  Additional
Interest.  If WEST shall fail to pay
in full (i) any Series A2 Stated Interest Amount, Series A2
Conversion Step-Up Interest Amount or Series A2 Commitment Fee


 


11





















 


on any Series A2 Note when due, (ii) any Series A2
Increased Costs or (iii) any other amount becoming due under this
Supplement (other than payments of principal on the Series A2 Notes), WEST
shall, from time to time, pay Series A2 Additional Interest on such unpaid
amounts, to the extent permitted by Applicable Law, to, but not including, the
date of actual payment (after as well as before judgment), for the period
during which such interest or other amount shall be unpaid from the due date of
such payment to the date of actual payment thereof.  Any such Series A2 Additional Interest
shall be payable at the times and subject to the priorities set forth in Section 3.02
of this Supplement and Section 3.13 of the Indenture.  All amounts of the Series A2 Additional
Interest shall be due and payable on the earlier to occur of (i) the date
on the Series A2 Notes have been accelerated in accordance with the
provisions of Section 4.02 of the Indenture and (ii) the Series A2
Final Maturity Date.


 


(d)                                 Maximum Interest
Rate.  In no event shall the interest
charged with respect to a Series A2 Note exceed the maximum amount
permitted by Applicable Law.  If at any
time the Series A2 Interest Amount charged with respect to the Series A2
Notes exceeds the maximum rate permitted by Applicable Law, the rate of
interest to accrue pursuant to this Supplement and such Series A2 Note
shall be limited to the maximum rate permitted by Applicable Law, but any
subsequent reductions in One-Month LIBOR shall not reduce the interest to
accrue on such Series A2 Note below the maximum amount permitted by
Applicable Law until the total amount of interest accrued on such Series A2
Note equals the amount of interest that would have accrued if a varying rate
per annum equal to the interest rate had at all times been in effect.  If the total amount of interest paid or
accrued on the Series A2 Note under the foregoing provisions is less than
the total amount of interest that would have accrued if the interest rate had
at all times been in effect, WEST agrees to pay to the Series A2
Noteholders an amount equal to the difference between (a) the lesser of (i) the
amount of interest that would have accrued if the maximum rate permitted by
Applicable Law had at all times been in effect, or (ii) the amount of
interest that would have accrued if the interest rate had at all times been
equal to the Series A2 Interest Amount, and (b) the amount of
interest accrued in accordance with the other provisions of this Supplement.


 


Section 2.05                                Payments
of Principal.  (a)  On each
Payment Date prior to the date on which a Conversion Event occurs on which
there is a Senior Borrowing Base Deficiency, principal shall be payable on the Series A2
Notes out of the Series A Supplemental Principal Payment Amount, to the
extent and as provided in Sections 3.13 and 3.14(b) of the Indenture and
in Section 3.02 hereof, provided
that, on any Payment Date prior to the date on which a Conversion Event occurs,
the Series A2 Notes shall be treated as Warehouse Notes for purposes of Section 3.14(b) of
the Indenture and, on any Payment Date on or after a Conversion Event, the Series A2
Notes shall be treated as other than Warehouse Notes for such purposes.


 


(b)                                 (i)  Within ten (10) Business
Days after the occurrence of a Conversion Event (or, if earlier, by the first
Payment Date following the occurrence of a Conversion Event), WEST shall cause
the Administrative Agent to prepare and deliver to the Indenture Trustee and
the Series A2 Noteholders a schedule of the Minimum Targeted
Principal Balances and Scheduled Targeted Principal Balances for the Series A2
Notes substantially in the form of Schedules 1 and 2 attached hereto,
respectively, each calculated using the Outstanding Principal Balance of the Series A2
Notes as of the close of business on the date on which the Conversion Event
occurs.  In each case, the first Payment Date
in the schedule shall be on the first Payment


 


12





















 


Date after the date on which a Conversion Event occurs.  If the Series A2 Noteholders
subsequently waive the occurrence of Conversion Events as provided in Section 2.03(f),
the schedule delivered pursuant to this Section 2.05(b)(i) shall
be of no further force and effect and, upon the termination of such waiver or
the subsequent occurrence of a Conversion Event that is not waived by the Series A2
Noteholders, the Administrative Agent shall deliver a new schedule in
accordance with this Section 2.01(b)(i), calculated as of the date of such
termination or the date of such Conversion Event, as applicable.


 


(ii)                                  On
each Payment Date after a Conversion Event, the Minimum Principal Payment
Amount and the Scheduled Principal Payment Amount calculated for the Series A2
Notes for each such Payment Date shall be payable to the Holders of the Series A2
Notes on each such Payment Date from amounts deposited in the Series A2 Series Account
on such Payment Date as provided in Section 3.13 of the Indenture and Section 3.02
of this Supplement.  So long as an Early
Amortization Event or an Event of Default is then continuing, the Outstanding
Principal Balance of the Series A2 Notes shall be payable on each such
Payment Date to the extent that amounts are available for such purpose in
accordance with the provisions of Section 3.13 of the Indenture and Section 3.02
of this Supplement.  The then Outstanding
Principal Balance of all Series A2 Notes shall be due and payable on the
earlier to occur of (i) the date on which the Series A2 Notes have
been accelerated in accordance with the provisions of Section 4.02 of the
Indenture and (ii) the Series A2 Final Maturity Date.


 


(c)                                  WEST will have the
option to prepay, on any Payment Date after a Conversion Event (each such
Payment Date, an “Optional Redemption Date”)
all, or any portion, of the Outstanding Principal Balance of the Series A2
Notes on such Payment Date, in a minimum amount of Two Hundred Fifty Thousand
Dollars ($250,000), for the Redemption Price together with accrued interest
thereon to the date of such prepayment. 
WEST may not make such prepayment from funds in the Collections Account,
except to the extent that funds in the Collections Account would otherwise be
payable to WEST in accordance with the terms of this Supplement and the
Indenture and may make any such prepayment in part from funds in the Series A2
Series Account or the Senior Restricted Cash Account, provided that funds
in such Accounts may be used to fund a prepayment in whole but not in
part.  Any Optional Redemption in
connection with a Refinancing funded with the proceeds of Additional Notes must
be in whole, and any other Optional Redemption financed with funds other than
funds in the Collections Account or the proceeds of Additional Notes may be
whole or in part.


 


(d)                                 If there is any
Balance in the Engine Acquisition Account at the end of the Delivery Period
beginning on the Initial Closing Date, the portion thereof allocated to the Series A2
Notes in accordance with Section 3.15(b) of the Indenture shall be
applied to the prepayment of the Series A2 Notes as provided in Section 3.16
of the Indenture on the next succeeding Payment Date (the “Acquisition Redemption Date”) after the
end of such Delivery Period.


 


(e)                                  The Minimum Targeted
Principal Balances and the Scheduled Targeted Principal Balances for the Series A2
Notes, as determined pursuant to Section 2.05(b)(i) hereof, shall be
adjusted at the times and in the manner indicated in Section 3.18 of the
Indenture.


 


13





















 


Section 2.06                                Series A2
Final Maturity Date.  The unpaid
principal amount of the Series A2 Notes together with all unpaid interest
(including all Additional Interest and Conversion Step-Up Interest), fees,
expenses, costs and other amounts payable by WEST pursuant to the terms of the
Indenture, this Supplement and the other Series A2 Transaction Documents
shall be due and payable in full on the earlier to occur of (i) the date
on which the Series A2 Notes have been accelerated in accordance with the
provisions of Section 4.02 of the Indenture and (ii) the Series A2
Final Maturity Date.


 


Section 2.07                                Manner
of Payments.  All payments of
principal and interest on the Series A2 Notes payable on each Payment Date
shall be paid to the Series A2 Noteholders reflected in the Register as of
the related Record Date by wire transfer of immediately available funds for
receipt prior to 1:00 p.m.  (New
York City time) on such Payment Date. 
Any payments received by the Series A2 Noteholders after 1:00 p.m.  (New York City time) on any day shall be
considered to have been received on the next succeeding Business Day.


 


Section 2.08                                Increased
Costs.  If due to the introduction of
or any change (including, without limitation, any change by way of imposition
or increase of reserve requirements) in or in the interpretation of any law or
regulation or the imposition of any guideline or request from any central bank
or other Governmental Authority after the Series Issuance Date of the Series A2
Notes reflecting such change, there shall be an increase in the cost to a Series A2
Noteholder of making or maintaining any investment in the Series A2 Note
or any interest therein or of agreeing to purchase or invest in the Series A2
Note or any interest therein, as the case may be (other than by reason of any
interpretation of or introduction of or change in laws or regulations relating
to Taxes or Excluded Taxes), such Series A2 Noteholder shall promptly
submit to WEST, the Administrative Agent and the Indenture Trustee, a
certificate setting forth in reasonable detail, the calculation of such
increased costs incurred by such Series A2 Noteholder.  In determining such amount, such Series A2
Noteholder may use any reasonable averaging and attribution methods, consistent
with the averaging and attribution methods generally used by such Series A2
Noteholder in determining amounts of this type. 
The amount of increased costs set forth in such certificate (which
certificate shall, in the absence of manifest error, be prima facie evidence as
to such amount) shall be included in the Series A2 Increased Costs for the
Interest Accrual Period immediately succeeding the date on which such certificate
was delivered (or if such certificate was delivered during the last Interest
Accrual Period, for such last Interest Accrual Period) and to the extent
remaining outstanding, each Interest Accrual Period thereafter until paid in
full.  The Indenture Trustee shall pay
such increased costs to such Series A2 Noteholders as part of the Series A2
Increased Costs out of the Available Collections Amount on each Payment Date as
provided in Section 3.13 of the Indenture and Section 3.02 hereof.


 


Section 2.09                                Increased
Capital.  If the introduction of or
any change in or in the interpretation of any law or regulation or the
imposition of any guideline or request from any central bank or other
Governmental Authority reflecting such change after the Series Issuance
Date of the Series A2 Notes affects or would affect the amount of capital
required or expected to be maintained by any Series A2 Noteholder, and
such Series A2 Noteholder determines that the amount of such capital is
increased as a result of (i) the existence of the Series A2
Noteholder’s agreement to make or maintain an investment in the Series A2
Notes or any interest therein and other similar agreements or facilities, or (ii) the
existence of any agreement by Series A2 Noteholders to make or maintain an
investment in the Series A2 Notes or any interest therein or


 


14





















 


to fund any such investment and any other commitments of the same type,
such Series A2 Noteholder shall promptly submit to WEST, the Administrative
Agent and the Indenture Trustee a certificate setting forth, in reasonable
detail, the calculation of the additional amounts required to compensate such Series A2
Noteholder in light of such circumstances. 
In determining such amount, such Series A2 Noteholder may use any
reasonable averaging and attribution methods, consistent with the averaging and
attribution methods generally used by such Series A2 Noteholder in
determining amounts of this type.  The
amount set forth in such certificate (which certificate shall, in the absence
of manifest error, be prima facie evidence as to such amount) shall be included
in the Series A2 Increased Costs for the Interest Accrual Period
immediately succeeding the date on which such certificate was delivered, and to
the extent remaining outstanding, each Interest Accrual Period thereafter until
paid in full.  The Indenture Trustee
shall pay such increased costs to such Series A2 Noteholders as part of
the Series A2 Increased Costs out of the Available Collections Amount on
each Payment Date as provided in Section 3.13 of the Indenture and Section 3.02
hereof.


 


Section 2.10                                Payments
of Principal and Interest.  (a) 
Any and all payments and deposits required to be made under this Agreement, the
Series A2 Notes or the Indenture by WEST or the Indenture Trustee to or
for the benefit of a Series A2 Noteholder shall be made, to the extent
allowed by law, free and clear of and without deduction for any and all present
or future taxes, levies, imposts, deductions, charges or withholdings, and all
liabilities with respect thereto, now or hereafter imposed, levied, collected,
withheld or assessed by any Governmental Authority.  If, as a result of any change in law, treaty
or regulation or in the interpretation or administration thereof by any
governmental or regulatory agency or body charged with the administration or
interpretation thereof, or the adoption of any law, treaty or regulation, any
taxes, levies, imposts, duties, charges or fees (all of the foregoing
collectively, “Taxes”)are
required to be withheld from any amount payable to any Series A2
Noteholder hereunder, the amount so payable to such Series A2 Noteholder
shall be increased to the extent necessary to yield to such Series A2
Noteholder (after payment of all taxes, levies, imposts, duties, charges or
fees) the amount stated to be payable to such Series A2 Noteholder
hereunder (such increase and any similar increase described in this Section 2.10(a),
a “Section 2.10(a) Amount”);
provided, however, that this
sentence shall not apply with respect to (i) income taxes (including,
without limitation, branch profits taxes, minimum taxes and taxes computed
under alternative methods, at least one of which is based on net income) and
franchise taxes that are based on income or any other tax upon or measured by
income or gross receipts imposed on any Series A2 Noteholder, in each
case, as a result of a present or former connection (other than any connection
arising out of the transactions contemplated by this Agreement) between the
jurisdiction of the government or taxing authority imposing such tax and such Series A2
Noteholder; (ii) any taxes, levies, imposts, duties, charges or fees that
would not have been imposed but for the failure by such Series A2
Noteholder to provide and keep current any certification or other documentation
permitted by Applicable Law to be delivered by such Series A2 Noteholder
and required to qualify for an exemption from or reduced rate thereof; (iii) any
taxes, levies, imposts, duties, charges or fees imposed as a result of a change
by any Series A2 Noteholder of the office through which the Series A2
Note or any interest hereunder is acquired, accounted for or booked as a result
of the sale, transfer or assignment by any Series A2 Noteholder of its interest
hereunder, other than any such taxes, levies, imposts, duties, charges or fees
imposed as a result of any such change or adoption occurring after any such Series A2
Note or interest therein is acquired, accounted for or booked; (iv) taxes
measured by income, gross receipts, assets or


 


15





















 


capital of any Series A2 Noteholder by the taxing authority of the
jurisdiction where such Series A2 Noteholder is organized, incorporated,
managed, controlled or is considered to be doing business or in which it
maintains an office, branch or agency (other than Taxes imposed on the gross
amount of any payments made to such Series A2 Noteholder under this
Agreement without regard to such place of origination or incorporation, such
management or control, the conduct of such business or the maintenance of such
office, branch or agency); (v) any Taxes imposed on such Series A2
Noteholder as a result of payments not related to this Agreement; and (vi) any
withholding tax with respect to any Series A2 Noteholder that has not
provided the documentation referred to in Section 2.10(d) (all such
exclusions being hereinafter called “Excluded
Taxes”).  To the extent that
any Series A2 Noteholder actually realizes a tax benefit on its income tax
returns (whether by reason of a deduction, credit or otherwise) (a “Tax Benefit”) for a given year that is
attributable to the payment by WEST or the Indenture Trustee of any such Taxes
on behalf of such Series A2 Noteholder, such Series A2 Noteholder
shall reimburse WEST for the amount of such Tax Benefit, it being understood
that the taking of any action to realize any Tax Benefit shall be within the
sole discretion of such Series A2 Noteholder; provided, however, that for
purposes of reimbursing WEST, such Series A2 Noteholder shall calculate
the amount of the Tax Benefit realized that is attributable to WEST’s or the
Indenture Trustee’s payment of such Taxes on behalf of such Series A2
Noteholder as if such Series A2 Noteholder realized or received such Tax
Benefit pro rata with all other Tax Benefits available to it for such year.


 


(b)                                 Each of WEST and, to
the extent not prohibited by Applicable Law (including the Code), each Series A2
Noteholder agrees that, with respect to all Federal, state and local income
taxes, it will treat the Series A2 Note as indebtedness.


 


(c)                                  Any Section 2.10(a) Amounts
payable to a Series A2 Noteholder hereunder shall be included in the Series A2
Increased Costs (i) for the Interest Accrual Period in respect of which
the payment subject to withholding is made and (ii) to the extent
remaining outstanding, each Interest Accrual Period thereafter until paid in
full.  The Indenture Trustee shall pay
such Section 2.10(a) Amounts to the Series A2 Noteholders as
part of the Series A2 Increased Costs out of the Available Collections
Amount on each Payment Date as provided in Section 3.13 of the Indenture
and Section 3.02 hereof.


 


(d)                                 Each Series A2
Noteholder not organized under the laws of the United States or a State thereof
shall, to the extent that it is entitled to receive payments under this
Agreement without deduction or withholding of any United States federal income
taxes (other than withholding Taxes), provide a W-8 ECI, W-8 BEN or any other
information and documentation that may be necessary in order to obtain such
exemption.


 


Section 2.11                                Breakage
Costs.  If (i) any payment of
principal on any Loan is made on a day other than a Payment Date, or (ii) any
Loan requested by WEST is not, for any reason whatsoever related to a default
or nonperformance by WEST, made or effectuated, as the case may be, on the date
specified therefor, WEST shall indemnify the Series A2 Noteholders against
any reasonable loss, cost or expense incurred by the Series A2
Noteholders, including, without limitation, any loss (excluding loss of
anticipated profits), cost or expense incurred by reason of the liquidation or
reemployment of deposits or other funds acquired by the Series A2
Noteholders to fund or maintain such Loan during such Interest Accrual
Period.  The Indenture


 


16





















 


Trustee shall pay any amounts due under this Section 2.11 to the Series A
Noteholders as part of the Series A2 Increased Costs out of the Available
Collections Amount on each Payment Date as provided in Section 3.13 of the
Indenture and Section 3.02 hereof.


 


Section 2.12                                Restrictions
on Transfer.  On the Closing Date,
WEST shall sell the Series A2 Notes to the Series A2 Noteholders
pursuant to the Series A2 Note Purchase Agreement and deliver such Series A2
Notes in accordance herewith and therewith. 
Thereafter, no Series A2 Note may be sold, transferred or otherwise
disposed of except in compliance with the provisions of the Indenture, this
Supplement and the Series A2 Note Purchase Agreement.  Except as provided herein and in the
Indenture, the Indenture Trustee shall have no obligations or duties with
respect to determining whether any transfers of the Series A2 Notes are
made in accordance with the Securities Act or any other law; provided that with respect to Definitive
Notes, the Indenture Trustee shall enforce such transfer restrictions in
accordance with the terms set forth in this Supplement.  Prior to the occurrence of a Conversion
Event, the Indenture Trustee shall not register any transfer of a Series A2
Note, in whole or in part, unless the transferee of such Series A2 Note is
an Eligible Transferee and executes and delivers to the Indenture Trustee an
Assignment and Assumption of the transferor’s obligations under the Series A2
Note Purchase Agreement to make Loans in an amount equal to the excess of the
Maximum Principal Balance of the Series A2 Note being transferred at the
time of transfer over the Outstanding Principal Balance of such Series A2
Note at such time.


 


Section 2.13                                Payment
Date Schedule.  The Administrative
Agent shall distribute a copy of each Payment Date Schedule delivered
pursuant to Section 3.12(e) of the Indenture to the Series A2
Noteholders.


 


ARTICLE III



SERIES A2 SERIES ACCOUNT AND ALLOCATION AND

APPLICATION OF AMOUNTS THEREIN


 


Section 3.01                                Series A2
Series Account.  The Indenture
Trustee shall establish on the Closing Date pursuant to Section 3.09 of
the Indenture and shall maintain, so long as any Series A2 Note is
Outstanding, an Eligible Account which shall be designated as the “Series A2
Series Account,” which account shall be held in the name of the Indenture
Trustee for the benefit of the Series A2 Noteholders.  All deposits of funds by, or for the benefit
of, the Series A2 Noteholders from the Collections Account and the Senior
Restricted Cash Account shall be accumulated in, and withdrawn from, the Series A2
Series Account in accordance with the provisions of the Indenture and this
Supplement.


 


Section 3.02                                Distributions
from Series A2 Series Account. 
On each Payment Date, the Indenture Trustee shall distribute funds then
on deposit in the Series A2 Series Account in accordance with the
provisions of either subsection (a), (b) or (c) of this Section 3.02.


 


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


 


17





















 


(i)                                     To each Holder of
a Series A2 Note on the related Record Date, an amount equal to its pro rata portion of the Series A2
Stated Interest Amount and Series A2 Commitment Fee Amount, if any, for
each such Payment Date;


 


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


 


(iii)                               On each Payment Date
after a Conversion Event, to each Holder of a Series A2 Note on the
related Record Date, an amount equal to its pro
rata portion of the Scheduled Principal Payment Amount then due and
payable to the Holders of the Series A2 Notes on such Payment Date;


 


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


 


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


 


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


 


(vii)                           After payment in full of the
foregoing amounts pursuant to this Section 3.02 of this Supplement, to
WEST, any remaining amounts then on deposit in the Series A2 Series Account.


 


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


 


(i)                                     To each Holder of
a Series A2 Note on the related Record Date, an amount equal to its pro rata portion of the Series A2
Stated Interest Amount and Series A2 Commitment Fee Amount, if any, for
such Payment Date;


 


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


 


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


 


18





















 


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


 


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


 


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


 


(vii)                           After payment in full of the
foregoing amounts pursuant to this Section 3.02 of this Supplement, to
WEST, any remaining amounts then on deposit in the Series A2 Series Account.


 


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


 


(i)                                     To each Holder of
a Series A2 Note on the related Record Date, an amount equal to its pro rata portion of the Series A2
Stated Interest Amount and Series A2 Commitment Fee Amount, if any, for
such Payment Date;


 


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


 


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


 


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


 


(v)                                 After payment in full
of the foregoing amounts pursuant to this Section 3.02 of this Supplement,
to WEST, any remaining amounts then on deposit in the Series A2 Series Account.


 


ARTICLE IV



CONDITIONS TO ISSUANCE AND LOANS


 


Section 4.01                                Conditions
to Issuance.  The Indenture Trustee
shall not authenticate the Series A2 Notes unless (a) all conditions
to the issuance of the Series A2 Notes under the Series A2 Note
Purchase Agreement shall have been satisfied, and (b) WEST shall have
delivered a


 


19





















 


certificate to the Indenture
Trustee to the effect that all conditions set forth in the Series A2 Note
Purchase Agreement shall have been satisfied.


 


Section 4.02                                Conditions to Loans.  The obligations of the Series A2
Noteholders to make Loans to WEST under this Supplement and the Series A2
Note Purchase Agreement on the Initial Closing Date and on any Funding Date are
subject to the conditions precedent set forth in Section 3.03 of the Series A2
Note Purchase Agreement.


 


ARTICLE V



REPRESENTATIONS WARRANTIES AND COVENANTS


 


Section 5.01                                Indenture
Representations and Warranties.  To
induce the Series A2 Noteholders to purchase the Series A2 Notes
hereunder and to make Loans from time to time, WEST hereby makes to the
Indenture Trustee for the benefit of the Series A2 Noteholders as of the
Closing Date and as of each Funding Date all of the representations and
warranties set forth in Section 5.01 of the Indenture.


 


Section 5.02                                Representations and
Warranties.  To induce the Series A2
Noteholders to purchase the Series A2 Notes hereunder and to make Loans
from time to time, WEST hereby makes to the Indenture Trustee for the benefit
of the Series A2 Noteholders as of the Closing Date each of the following
additional representations and warranties as of the Closing Date and as of each
Funding Date:


 


(a)                                  Power and
Authority.  WEST has the power and is
duly authorized to execute and deliver this Supplement and the other Series A2
Transaction Documents to which it is a party, WEST is and will continue to be
duly authorized to borrow monies hereunder, and WEST is and will continue to be
authorized to perform its obligations under this Supplement and under the other
Series A2 Transaction Documents. 
The execution, delivery and performance by WEST of this Supplement and the
other Series A2 Transaction Documents to which it is a party and the
borrowings hereunder do not and will not require any consent or approval of any
Governmental Authority, stockholder or any other Person which has not already
been obtained.


 


(b)                                 No Conflict; No
Default.  The execution, delivery and
performance of this Supplement and each of the other Series 2002-1
Transaction Documents and the execution, delivery and payment of the Series 2002-1
Notes will not: (a) contravene any provision of WEST’s declaration of
trust and the Trust Agreement; (b) contravene, conflict with or violate
any Applicable Law or regulation, or any order, writ, judgment, injunction,
decree, determination or award of any Governmental Authority; or (c) materially
violate or result in the breach of; or constitute a default under any indenture
or other loan or credit agreement, or other agreement or instrument to which
WEST is a party or by which WEST, or its property and assets may be bound or
affected.


 


(c)                                  Validity and
Binding Effect.  This Supplement is,
and each Series A2 Transaction Document to which WEST is a party, when
duly executed and delivered, will be, legal, valid and binding obligations of
WEST, enforceable against WEST in accordance with their respective terms,
except as enforceability may be limited by bankruptcy, insolvency or


 


20





















 


other similar laws of general application
affecting the enforcement of creditors’ rights or by general principles of
equity limiting the availability of equitable remedies.


 


Section 5.03                                Covenants.  To induce the Series A2 Noteholders to
purchase the Series A2 Notes hereunder and to make Loans from time to
time, WEST hereby covenants with the Indenture Trustee for the benefit of the Series A2
Noteholders as follows:


 


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


 


ARTICLE VI



MISCELLANEOUS PROVISIONS


 


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


 


Section 6.02                                Counterparts.  This Supplement may be executed in two or
more counterparts, and by different parties on separate counterparts, each of
which shall be an original, but all of which shall constitute one and the same
instrument.


 


Section 6.03                                Governing Law.  THIS SUPPLEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, INCLUDING SECTIONS 5-1401
AND 5-1402 OF THE GENERAL OBLIGATIONS LAWS BUT OTHERWISE WITHOUT REFERENCE TO
ITS CONFLICTS OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF
THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.


 


Section 6.04                                Notices to Rating
Agencies.  Whenever any notice or
other communication is required to be given to the Rating Agencies pursuant to
the Indenture or this Supplement, such notice or communication shall be
delivered as follows: (i) to Moody’s at Moody’s Investors Service, Inc.,
99 Church Street, New York, New York 10004, Attention: ABS Monitoring Group and
(ii) if to Fitch at One State Street Plaza, New York, New York 10004,
Attention: [                             ].  Any rights to notices conveyed to a Rating
Agency pursuant to the terms of this Supplement shall terminate immediately if
such Rating Agency no longer has a rating outstanding with respect to the Series A2
Notes.


 


21





















 


Section 6.05                                Statutory References.  References in this Supplement and any other Series A2
Transaction Document to any section of the Uniform Commercial Code or the
UCC shall mean, on or after the effective date of adoption of any revision to
the Uniform Commercial Code or the UCC in the applicable jurisdiction, such
revised or successor section thereto.


 


Section 6.06                                No Proceedings.  The Indenture Trustee agrees that so long as
any Commercial Paper Notes issued by a Series A2 Noteholder to finance its
Loan to WEST shall be outstanding or there shall not have elapsed one year plus
one day since the last day on which any of the such Commercial Paper Notes
shall have been outstanding, it shall not file, or join in the filing of, a
petition against such Series A2 Noteholder under the Federal Bankruptcy
Code, or join in the commencement of any bankruptcy, reorganization,
arrangement, insolvency, liquidation or other similar proceeding against such Series A2
Noteholder.


 


Section 6.07                                Amendments And
Modifications.  The terms of this
Supplement may be waived, modified or amended only in a written instrument
signed by each of WEST and the Indenture Trustee and, except with respect to
the matters set forth in (and subject to the terms of) Section 9.01 of the
Indenture, only with the prior written consent of the Majority of Holders or,
with respect to the matters set forth in Section 9.02(a) of the
Indenture, the prior written consent of the Holders of all Series A2 Notes
then Outstanding.


 


Section 6.08                                Waiver of Jury Trial.  EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY
WAIVES, AS AGAINST THE OTHER PARTIES HERETO, ANY RIGHTS IT MAY HAVE TO A
JURY TRIAL IN RESPECT OF ANY CIVIL ACTION OR PROCEEDING (WHETHER ARISING IN
CONTRACT OR TORT OR OTHERWISE), INCLUDING ANY COUNTERCLAIM, ARISING UNDER OR
RELATING TO THIS SUPPLEMENT OR ANY OTHER SERIES A2 TRANSACTION DOCUMENT,
INCLUDING IN RESPECT OF THE NEGOTIATION, ADMINISTRATION OR ENFORCEMENT HEREOF
OR THEREOF.


 


Section 6.09                                Appointment of
Representative.  The Majority of
Holders shall be authorized to appoint a representative to act on their behalf
with such authority as shall be provided in such appointment, provided that,
such authority shall not extend to the taking of any action under the Related
Documents requiring the consent of all Series A2 Noteholders.


 


[Signature page follows.]


 


22





















 


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


 


	
   

  	
  WILLIS ENGINE SECURITIZATION TRUST

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Monica J. Burke

  	
   

  
	
   

  	
   

  	
  Name:  Monica J. Burke

  
	
   

  	
   

  	
  Title:

  	
  Controlling Trustee

  
	
   

  	
   

  
	
   

  	
  DEUTSCHE
  BANK TRUST

  COMPANY AMERICAS, as Indenture Trustee

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Peter T. Becker

  	
   

  
	
   

  	
   

  	
  Name:   Peter T. Becker

  
	
   

  	
   

  	
  Title:     Vice
  President

  
								



 


B-1





















 


EXHIBIT A


SERIES A2
SUPPLEMENT


 


FORM OF
SERIES A2 NOTE


 


WILLIS ENGINE SECURITIZATION TRUST


SERIES A2 FLOATING RATE SECURED
NOTE


 


	
  $[XX]

  	
   

  	
  CUSIP
  No.:                    

  
	
   

  	
   

  	
  No. 1

  
	
   

  	
   

  	
  August 9,
  2005

  



 


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 9, 2005 (as
amended, restated or otherwise modified from time to time, the “Indenture”) and
the Series A2 Supplement, dated as of August 9, 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


 


B-2





















 


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 Event of Default under the Indenture
shall occur and be continuing, the principal of and accrued interest on this Series A2
Note may be declared to be due and payable in the manner and with the effect
provided in the Indenture and the Series A2 Supplement.


 


The Indenture permits, with certain
exceptions as therein provided, the issuance of supplemental indentures with
the consent of the Requisite Majority, in certain specifically described
instances. Any consent given by the Requisite Majority shall be conclusive and
binding upon the Holder of this Series A2 Note and on all future holders
of this Series A2 Note and of any Series A2 Note issued in lieu
hereof whether or not notation of such consent is made upon this Series A2
Note. Supplements and amendments to the Indenture and the Series A2
Supplement may be made only to the extent and in circumstances permitted by the
Indenture and the Series A2 Supplement.


 


The Holder of this Series A2 Note shall
have no right to enforce the provisions of the Indenture and the Series A2
Supplement or to institute action to enforce the covenants, or to take any
action with respect to a default under the Indenture and the Series A2
Supplement, or to institute, appear in or defend any suit or other proceedings
with respect thereto, except as provided under certain circumstances described
in the Indenture and the Series A2 Supplement; provided, however, that
nothing contained in the Indenture and the Series A2 Supplement shall
affect or impair any right of enforcement conferred on the Holder hereof to
enforce any payment of the principal of and interest on this Series A2
Note on or after the due date thereof; provided further, however, that by
acceptance hereof the Holder is deemed to have covenanted and agreed that it
will not institute against WEST any bankruptcy, reorganization, arrangement,
insolvency or liquidation proceedings, or other proceedings under any
applicable bankruptcy or similar law, at any time other than at such time as
permitted by the Indenture and the Series A2 Supplement.


 


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


 


B-3





















 


Series A2 Note with the
assets of a Benefit Plan(1); 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                           ,
2005.


 


 


	
   

  	
  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:

  



 










(1)  To be defined in Indenture.


 


B-4





















 


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

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


B-5





















 


EXHIBIT B


SERIES A2
SUPPLEMENT


 


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 A2
Floating Rate Secured Notes (the “Offered
Notes”) issued pursuant to the Series A2 Supplement, dated as
of August 9, 2005, between Willis Engine Securitization Trust (the “Issuer”) and Deutsche Bank Trust Company
Americas (the “Indenture Trustee”)
to the Indenture, dated as of August 9, 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 electronic
transmission 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.


 


B-1





















 


EXHIBIT C


SERIES A2
SUPPLEMENT


 


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 A2
Floating Rate Secured Notes (the “Offered
Notes”) issued pursuant to the Series A2 Supplement, dated as
of August 9, 2005, between Willis Engine Securitization Trust (the “Issuer”) and Deutsche Bank Trust Company
Americas (the “Indenture Trustee”)
to the Indenture, dated as of August 9, 2005, between WEST and the
Indenture Trustee.


 


This is to certify that, based solely on certifications we have
received in writing, 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]

  



 


C-1





















 


EXHIBIT D


SERIES A2
SUPPLEMENT


 


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 A2
Floating Rate Secured Notes (the “Offered
Notes”) issued pursuant to the Series A2 Supplement, dated as
of August 9, 2005, between Willis Engine Securitization Trust (the “Issuer”) and Deutsche Bank Trust Company
Americas (the “Indenture Trustee”)
to the Indenture, dated as of August 9, 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 electronic transmission
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:

  



 


D-1





















 


EXHIBIT E


SERIES A2
SUPPLEMENT


 


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 A2
Floating Rate Secured Notes (the “Offered
Notes”) issued pursuant to the Series A2 Supplement, dated as
of August 9, 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 9,
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,


 


E-1





















 


(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.


 


	
   

  	
  [Insert name of Transferor]

  
	
   

  	
   

  
	
  Dated:

  	
  By:

  
	
   

  	
  Title:

  



 


E-2





















 


SCHEDULE 1


SERIES A2 SUPPLEMENT


 


SCHEDULE OF
MINIMUM TARGETED PRINCIPAL BALANCES


 




	
  Payment Date

  	
   

  	
  Series A2 Minimum Targeted Principal

  Balances

  	
   

  
	
  8/15/2005

  	
   

  	
  99.583333

  	
  %

  
	
  9/15/2005

  	
   

  	
  99.166667

  	
  %

  
	
  10/15/2005

  	
   

  	
  98.750000

  	
  %

  
	
  11/15/2005

  	
   

  	
  98.333333

  	
  %

  
	
  12/15/2005

  	
   

  	
  97.916667

  	
  %

  
	
  1/15/2006

  	
   

  	
  97.500000

  	
  %

  
	
  2/15/2006

  	
   

  	
  97.083333

  	
  %

  
	
  3/15/2006

  	
   

  	
  96.666667

  	
  %

  
	
  4/15/2006

  	
   

  	
  96.250000

  	
  %

  
	
  5/15/2006

  	
   

  	
  95.833333

  	
  %

  
	
  6/15/2006

  	
   

  	
  95.416667

  	
  %

  
	
  7/15/2006

  	
   

  	
  95.000000

  	
  %

  
	
  8/15/2006

  	
   

  	
  94.583333

  	
  %

  
	
  9/15/2006

  	
   

  	
  94.166667

  	
  %

  
	
  10/15/2006

  	
   

  	
  93.750000

  	
  %

  
	
  11/15/2006

  	
   

  	
  93.333333

  	
  %

  
	
  12/15/2006

  	
   

  	
  92.916667

  	
  %

  
	
  1/15/2007

  	
   

  	
  92.500000

  	
  %

  
	
  2/15/2007

  	
   

  	
  92.083333

  	
  %

  
	
  3/15/2007

  	
   

  	
  91.666667

  	
  %

  
	
  4/15/2007

  	
   

  	
  91.250000

  	
  %

  
	
  5/15/2007

  	
   

  	
  90.833333

  	
  %

  
	
  6/15/2007

  	
   

  	
  90.416667

  	
  %

  
	
  7/15/2007

  	
   

  	
  90.000000

  	
  %

  
	
  8/15/2007

  	
   

  	
  89.583333

  	
  %

  
	
  9/15/2007

  	
   

  	
  89.166667

  	
  %

  
	
  10/15/2007

  	
   

  	
  88.750000

  	
  %

  
	
  11/15/2007

  	
   

  	
  88.333333

  	
  %

  
	
  12/15/2007

  	
   

  	
  87.916667

  	
  %

  
	
  1/15/2008

  	
   

  	
  87.500000

  	
  %

  
	
  2/15/2008

  	
   

  	
  87.083333

  	
  %

  
	
  3/15/2008

  	
   

  	
  86.666667

  	
  %

  
	
  4/15/2008

  	
   

  	
  86.250000

  	
  %

  
	
  5/15/2008

  	
   

  	
  85.833333

  	
  %

  
	
  6/15/2008

  	
   

  	
  85.416667

  	
  %

  
	
  7/15/2008

  	
   

  	
  85.000000

  	
  %

  
	
  8/15/2008

  	
   

  	
  84.583333

  	
  %

  
	
  9/15/2008

  	
   

  	
  84.166667

  	
  %

  
	
  10/15/2008

  	
   

  	
  83.750000

  	
  %

  
	
  11/15/2008

  	
   

  	
  83.333333

  	
  %

  
	
  12/15/2008

  	
   

  	
  82.916667

  	
  %

  
	
  1/15/2009

  	
   

  	
  82.500000

  	
  %

  
	
  2/15/2009

  	
   

  	
  82.083333

  	
  %

  
	
  3/15/2009

  	
   

  	
  81.666667

  	
  %

  
	
  4/15/2009

  	
   

  	
  81.250000

  	
  %

  
	
  5/15/2009

  	
   

  	
  80.833333

  	
  %

  
	
  6/15/2009

  	
   

  	
  80.416667

  	
  %

  






 


E-1





















 




	
  Payment Date

  	
   

  	
  Series A2 Minimum Targeted Principal

  Balances

  	
   

  
	
  7/15/2009

  	
   

  	
  80.000000

  	
  %

  
	
  8/15/2009

  	
   

  	
  79.583333

  	
  %

  
	
  9/15/2009

  	
   

  	
  79.166667

  	
  %

  
	
  10/15/2009

  	
   

  	
  78.750000

  	
  %

  
	
  11/15/2009

  	
   

  	
  78.333333

  	
  %

  
	
  12/15/2009

  	
   

  	
  77.916667

  	
  %

  
	
  1/15/2010

  	
   

  	
  77.500000

  	
  %

  
	
  2/15/2010

  	
   

  	
  77.083333

  	
  %

  
	
  3/15/2010

  	
   

  	
  76.666667

  	
  %

  
	
  4/15/2010

  	
   

  	
  76.250000

  	
  %

  
	
  5/15/2010

  	
   

  	
  75.833333

  	
  %

  
	
  6/15/2010

  	
   

  	
  75.416667

  	
  %

  
	
  7/15/2010

  	
   

  	
  75.000000

  	
  %

  
	
  8/15/2010

  	
   

  	
  74.583333

  	
  %

  
	
  9/15/2010

  	
   

  	
  74.166667

  	
  %

  
	
  10/15/2010

  	
   

  	
  73.750000

  	
  %

  
	
  11/15/2010

  	
   

  	
  73.333333

  	
  %

  
	
  12/15/2010

  	
   

  	
  72.916667

  	
  %

  
	
  1/15/2011

  	
   

  	
  72.500000

  	
  %

  
	
  2/15/2011

  	
   

  	
  72.083333

  	
  %

  
	
  3/15/2011

  	
   

  	
  71.666667

  	
  %

  
	
  4/15/2011

  	
   

  	
  71.250000

  	
  %

  
	
  5/15/2011

  	
   

  	
  70.833333

  	
  %

  
	
  6/15/2011

  	
   

  	
  70.416667

  	
  %

  
	
  7/15/2011

  	
   

  	
  70.000000

  	
  %

  
	
  8/15/2011

  	
   

  	
  69.583333

  	
  %

  
	
  9/15/2011

  	
   

  	
  69.166667

  	
  %

  
	
  10/15/2011

  	
   

  	
  68.750000

  	
  %

  
	
  11/15/2011

  	
   

  	
  68.333333

  	
  %

  
	
  12/15/2011

  	
   

  	
  67.916667

  	
  %

  
	
  1/15/2011

  	
   

  	
  67.500000

  	
  %

  
	
  2/15/2012

  	
   

  	
  67.083333

  	
  %

  
	
  3/15/2012

  	
   

  	
  66.666667

  	
  %

  
	
  4/15/2012

  	
   

  	
  66.250000

  	
  %

  
	
  5/15/2012

  	
   

  	
  65.833333

  	
  %

  
	
  6/15/2012

  	
   

  	
  65.416667

  	
  %

  
	
  7/15/2012

  	
   

  	
  65.000000

  	
  %

  
	
  8/15/2012

  	
   

  	
  64.583333

  	
  %

  
	
  9/15/2012

  	
   

  	
  64.166667

  	
  %

  
	
  10/15/2012

  	
   

  	
  63.750000

  	
  %

  
	
  11/15/2012

  	
   

  	
  63.333333

  	
  %

  
	
  12/15/2012

  	
   

  	
  62.916667

  	
  %

  
	
  1/15/2013

  	
   

  	
  62.500000

  	
  %

  
	
  2/15/2013

  	
   

  	
  62.083333

  	
  %

  
	
  3/15/2013

  	
   

  	
  61.666667

  	
  %

  
	
  4/15/2013

  	
   

  	
  61.250000

  	
  %

  
	
  5/15/2013

  	
   

  	
  60.833333

  	
  %

  
	
  6/15/2013

  	
   

  	
  60.416667

  	
  %

  
	
  7/15/2013

  	
   

  	
  60.000000

  	
  %

  
	
  8/15/2013

  	
   

  	
  59.583333

  	
  %

  
	
  9/15/2013

  	
   

  	
  59.166667

  	
  %

  
	
  10/15/2013

  	
   

  	
  58.750000

  	
  %

  
	
  11/15/2013

  	
   

  	
  58.333333

  	
  %

  
	
  12/15/2013

  	
   

  	
  57.916667

  	
  %

  






 


E-2





















 




	
  Payment Date

  	
   

  	
  Series A2 Minimum Targeted Principal

  Balances

  	
   

  
	
  1/15/2014

  	
   

  	
  57.500000

  	
  %

  
	
  2/15/2014

  	
   

  	
  57.083333

  	
  %

  
	
  3/15/2014

  	
   

  	
  56.666667

  	
  %

  
	
  4/15/2014

  	
   

  	
  56.250000

  	
  %

  
	
  5/15/2014

  	
   

  	
  55.833333

  	
  %

  
	
  6/15/2014

  	
   

  	
  55.416667

  	
  %

  
	
  7/15/2014

  	
   

  	
  55.000000

  	
  %

  
	
  8/15/2014

  	
   

  	
  54.583333

  	
  %

  
	
  9/15/2014

  	
   

  	
  54.166667

  	
  %

  
	
  10/15/2014

  	
   

  	
  53.750000

  	
  %

  
	
  11/15/2014

  	
   

  	
  53.333333

  	
  %

  
	
  12/15/2014

  	
   

  	
  52.916667

  	
  %

  
	
  1/15/2015

  	
   

  	
  52.500000

  	
  %

  
	
  2/15/2015

  	
   

  	
  52.083333

  	
  %

  
	
  3/15/2015

  	
   

  	
  51.666667

  	
  %

  
	
  4/15/2015

  	
   

  	
  51.250000

  	
  %

  
	
  5/15/2015

  	
   

  	
  50.833333

  	
  %

  
	
  6/15/2015

  	
   

  	
  50.416667

  	
  %

  
	
  7/15/2015

  	
   

  	
  50.000000

  	
  %

  
	
  8/15/2015

  	
   

  	
  49.583333

  	
  %

  
	
  9/15/2015

  	
   

  	
  49.166667

  	
  %

  
	
  10/15/2015

  	
   

  	
  48.750000

  	
  %

  
	
  11/15/2015

  	
   

  	
  48.333333

  	
  %

  
	
  12/15/2015

  	
   

  	
  47.916667

  	
  %

  
	
  1/15/2016

  	
   

  	
  47.500000

  	
  %

  
	
  2/15/2016

  	
   

  	
  47.083333

  	
  %

  
	
  3/15/2016

  	
   

  	
  46.666667

  	
  %

  
	
  4/15/2016

  	
   

  	
  46.250000

  	
  %

  
	
  5/15/2016

  	
   

  	
  45.833333

  	
  %

  
	
  6/15/2016

  	
   

  	
  45.416667

  	
  %

  
	
  7/15/2016

  	
   

  	
  45.000000

  	
  %

  
	
  8/15/2016

  	
   

  	
  44.583333

  	
  %

  
	
  9/15/2016

  	
   

  	
  44.166667

  	
  %

  
	
  10/15/2016

  	
   

  	
  43.750000

  	
  %

  
	
  11/15/2016

  	
   

  	
  43.333333

  	
  %

  
	
  12/15/2016

  	
   

  	
  42.916667

  	
  %

  
	
  1/15/2017

  	
   

  	
  42.500000

  	
  %

  
	
  2/15/2017

  	
   

  	
  42.083333

  	
  %

  
	
  3/15/2017

  	
   

  	
  41.666667

  	
  %

  
	
  4/15/2017

  	
   

  	
  41.250000

  	
  %

  
	
  5/15/2017

  	
   

  	
  40.833333

  	
  %

  
	
  6/15/2017

  	
   

  	
  40.416667

  	
  %

  
	
  7/15/2017

  	
   

  	
  40.000000

  	
  %

  
	
  8/15/2017

  	
   

  	
  39.583333

  	
  %

  
	
  9/15/2017

  	
   

  	
  39.166667

  	
  %

  
	
  10/15/2017

  	
   

  	
  38.750000

  	
  %

  
	
  11/15/2017

  	
   

  	
  38.333333

  	
  %

  
	
  12/15/2017

  	
   

  	
  37.916667

  	
  %

  
	
  1/15/2018

  	
   

  	
  37.500000

  	
  %

  
	
  2/15/2018

  	
   

  	
  37.083333

  	
  %

  
	
  3/15/2018

  	
   

  	
  36.666667

  	
  %

  
	
  4/15/2018

  	
   

  	
  36.250000

  	
  %

  
	
  5/15/2018

  	
   

  	
  35.833333

  	
  %

  
	
  6/15/2018

  	
   

  	
  35.416667

  	
  %

  






 


E-3





















 




	
  Payment Date

  	
   

  	
  Series A2 Minimum Targeted Principal

  Balances

  	
   

  
	
  7/15/2018

  	
   

  	
  35.000000

  	
  %

  
	
  8/15/2018

  	
   

  	
  34.583333

  	
  %

  
	
  9/15/2018

  	
   

  	
  34.166667

  	
  %

  
	
  10/15/2018

  	
   

  	
  33.750000

  	
  %

  
	
  11/15/2018

  	
   

  	
  33.333333

  	
  %

  
	
  12/15/2018

  	
   

  	
  32.916667

  	
  %

  
	
  1/15/2019

  	
   

  	
  32.500000

  	
  %

  
	
  2/15/2019

  	
   

  	
  32.083333

  	
  %

  
	
  3/15/2019

  	
   

  	
  31.666667

  	
  %

  
	
  4/15/2019

  	
   

  	
  31.250000

  	
  %

  
	
  5/15/2019

  	
   

  	
  30.833333

  	
  %

  
	
  6/15/2019

  	
   

  	
  30.416667

  	
  %

  
	
  7/15/2019

  	
   

  	
  30.000000

  	
  %

  
	
  8/15/2019

  	
   

  	
  29.583333

  	
  %

  
	
  9/15/2019

  	
   

  	
  29.166667

  	
  %

  
	
  10/15/2019

  	
   

  	
  28.750000

  	
  %

  
	
  11/15/2019

  	
   

  	
  28.333333

  	
  %

  
	
  12/15/2019

  	
   

  	
  27.916667

  	
  %

  
	
  1/15/2020

  	
   

  	
  27.500000

  	
  %

  
	
  2/15/2020

  	
   

  	
  27.083333

  	
  %

  
	
  3/15/2020

  	
   

  	
  26.666667

  	
  %

  
	
  4/15/2020

  	
   

  	
  26.250000

  	
  %

  
	
  5/15/2020

  	
   

  	
  25.833333

  	
  %

  
	
  6/15/2020

  	
   

  	
  25.416667

  	
  %

  
	
  7/15/2020

  	
   

  	
  25.000000

  	
  %

  
	
  8/15/2020

  	
   

  	
  24.583333

  	
  %

  
	
  9/15/2020

  	
   

  	
  24.166667

  	
  %

  
	
  10/15/2020

  	
   

  	
  23.750000

  	
  %

  
	
  11/15/2020

  	
   

  	
  23.333333

  	
  %

  
	
  12/15/2020

  	
   

  	
  22.916667

  	
  %

  
	
  1/15/2021

  	
   

  	
  22.500000

  	
  %

  
	
  2/15/2021

  	
   

  	
  22.083333

  	
  %

  
	
  3/15/2021

  	
   

  	
  21.666667

  	
  %

  
	
  4/15/2021

  	
   

  	
  21.250000

  	
  %

  
	
  5/15/2021

  	
   

  	
  20.833333

  	
  %

  
	
  6/15/2021

  	
   

  	
  20.416667

  	
  %

  
	
  7/15/2021

  	
   

  	
  20.000000

  	
  %

  
	
  8/15/2021

  	
   

  	
  19.583333

  	
  %

  
	
  9/15/2021

  	
   

  	
  19.166667

  	
  %

  
	
  10/15/2021

  	
   

  	
  18.750000

  	
  %

  
	
  11/15/2021

  	
   

  	
  18.333333

  	
  %

  
	
  12/15/2021

  	
   

  	
  17.916667

  	
  %

  
	
  1/15/2022

  	
   

  	
  17.500000

  	
  %

  
	
  2/15/2022

  	
   

  	
  17.083333

  	
  %

  
	
  3/15/2022

  	
   

  	
  16.666667

  	
  %

  
	
  4/15/2022

  	
   

  	
  16.250000

  	
  %

  
	
  5/15/2022

  	
   

  	
  15.833333

  	
  %

  
	
  6/15/2022

  	
   

  	
  15.416667

  	
  %

  
	
  7/15/2022

  	
   

  	
  15.000000

  	
  %

  
	
  8/15/2022

  	
   

  	
  14.583333

  	
  %

  
	
  9/15/2022

  	
   

  	
  14.166667

  	
  %

  
	
  10/15/2022

  	
   

  	
  13.750000

  	
  %

  
	
  11/15/2022

  	
   

  	
  13.333333

  	
  %

  
	
  12/15/2022

  	
   

  	
  12.916667

  	
  %

  






 


E-4





















 




	
  Payment Date

  	
   

  	
  Series A2 Minimum Targeted Principal

  Balances

  	
   

  
	
  1/15/2023

  	
   

  	
  12.500000

  	
  %

  
	
  2/15/2023

  	
   

  	
  12.083333

  	
  %

  
	
  3/15/2023

  	
   

  	
  11.666667

  	
  %

  
	
  4/15/2023

  	
   

  	
  11.250000

  	
  %

  
	
  5/15/2023

  	
   

  	
  10.833333

  	
  %

  
	
  6/15/2023

  	
   

  	
  10.416667

  	
  %

  
	
  7/15/2023

  	
   

  	
  10.000000

  	
  %

  
	
  8/15/2023

  	
   

  	
  9.583333

  	
  %

  
	
  9/15/2023

  	
   

  	
  9.166667

  	
  %

  
	
  10/15/2023

  	
   

  	
  8.750000

  	
  %

  
	
  11/15/2023

  	
   

  	
  8.333333

  	
  %

  
	
  12/15/2023

  	
   

  	
  7.916667

  	
  %

  
	
  1/15/2024

  	
   

  	
  7.500000

  	
  %

  
	
  2/15/2024

  	
   

  	
  7.083333

  	
  %

  
	
  3/15/2024

  	
   

  	
  6.666667

  	
  %

  
	
  4/15/2024

  	
   

  	
  6.250000

  	
  %

  
	
  5/15/2024

  	
   

  	
  5.833333

  	
  %

  
	
  6/15/2024

  	
   

  	
  5.416667

  	
  %

  
	
  7/15/2024

  	
   

  	
  5.000000

  	
  %

  
	
  8/15/2024

  	
   

  	
  4.583333

  	
  %

  
	
  9/15/2024

  	
   

  	
  4.166667

  	
  %

  
	
  10/15/2024

  	
   

  	
  3.750000

  	
  %

  
	
  11/15/2024

  	
   

  	
  3.333333

  	
  %

  
	
  12/15/2024

  	
   

  	
  2.916667

  	
  %

  
	
  1/15/2025

  	
   

  	
  2.500000

  	
  %

  
	
  2/15/2025

  	
   

  	
  2.083333

  	
  %

  
	
  3/15/2025

  	
   

  	
  1.666667

  	
  %

  
	
  4/15/2025

  	
   

  	
  1.250000

  	
  %

  
	
  5/15/2025

  	
   

  	
  0.833333

  	
  %

  
	
  6/15/2025

  	
   

  	
  0.416667

  	
  %

  
	
  7/15/2025

  	
   

  	
  0.000000

  	
  %

  






 


E-5





















 


SCHEDULE 2


SERIES A2 SUPPLEMENT


 


SCHEDULE OF
SCHEDULED TARGETED PRINCIPAL BALANCES


 




	
  Payment Date

  	
   

  	
  Series A2 Scheduled Targeted Principal

  Balances

  	
   

  
	
  8/15/2005

  	
   

  	
  99.358974

  	
  %

  
	
  9/15/2005

  	
   

  	
  98.717949

  	
  %

  
	
  10/15/2005

  	
   

  	
  98.076923

  	
  %

  
	
  11/15/2005

  	
   

  	
  97.435897

  	
  %

  
	
  12/15/2005

  	
   

  	
  96.794872

  	
  %

  
	
  1/15/2006

  	
   

  	
  96.153846

  	
  %

  
	
  2/15/2006

  	
   

  	
  95.512821

  	
  %

  
	
  3/15/2006

  	
   

  	
  94.871795

  	
  %

  
	
  4/15/2006

  	
   

  	
  94.230769

  	
  %

  
	
  5/15/2006

  	
   

  	
  93.589744

  	
  %

  
	
  6/15/2006

  	
   

  	
  92.948718

  	
  %

  
	
  7/15/2006

  	
   

  	
  92.307692

  	
  %

  
	
  8/15/2006

  	
   

  	
  91.666667

  	
  %

  
	
  9/15/2006

  	
   

  	
  91.025641

  	
  %

  
	
  10/15/2006

  	
   

  	
  90.384615

  	
  %

  
	
  11/15/2006

  	
   

  	
  89.743590

  	
  %

  
	
  12/15/2006

  	
   

  	
  89.102564

  	
  %

  
	
  1/15/2007

  	
   

  	
  88.461538

  	
  %

  
	
  2/15/2007

  	
   

  	
  87.820513

  	
  %

  
	
  3/15/2007

  	
   

  	
  87.179487

  	
  %

  
	
  4/15/2007

  	
   

  	
  86.538462

  	
  %

  
	
  5/15/2007

  	
   

  	
  85.897436

  	
  %

  
	
  6/15/2007

  	
   

  	
  85.256410

  	
  %

  
	
  7/15/2007

  	
   

  	
  84.615385

  	
  %

  
	
  8/15/2007

  	
   

  	
  83.974359

  	
  %

  
	
  9/15/2007

  	
   

  	
  83.333333

  	
  %

  
	
  10/15/2007

  	
   

  	
  82.692308

  	
  %

  
	
  11/15/2007

  	
   

  	
  82.051282

  	
  %

  
	
  12/15/2007

  	
   

  	
  81.410256

  	
  %

  
	
  1/15/2008

  	
   

  	
  80.769231

  	
  %

  
	
  2/15/2008

  	
   

  	
  80.128205

  	
  %

  
	
  3/15/2008

  	
   

  	
  79.487179

  	
  %

  
	
  4/15/2008

  	
   

  	
  78.846154

  	
  %

  
	
  5/15/2008

  	
   

  	
  78.205128

  	
  %

  
	
  6/15/2008

  	
   

  	
  77.564103

  	
  %

  
	
  7/15/2008

  	
   

  	
  76.923077

  	
  %

  
	
  8/15/2008

  	
   

  	
  76.282051

  	
  %

  
	
  9/15/2008

  	
   

  	
  75.641026

  	
  %

  
	
  10/15/2008

  	
   

  	
  75.000000

  	
  %

  
	
  11/15/2008

  	
   

  	
  74.358974

  	
  %

  
	
  12/15/2008

  	
   

  	
  73.717949

  	
  %

  
	
  1/15/2009

  	
   

  	
  73.076923

  	
  %

  
	
  2/15/2009

  	
   

  	
  72.435897

  	
  %

  
	
  3/15/2009

  	
   

  	
  71.794872

  	
  %

  
	
  4/15/2009

  	
   

  	
  71.153846

  	
  %

  
	
  5/15/2009

  	
   

  	
  70.512821

  	
  %

  
	
  6/15/2009

  	
   

  	
  69.871795

  	
  %

  
	
  7/15/2009

  	
   

  	
  69.230769

  	
  %

  
	
  8/15/2009

  	
   

  	
  68.589744

  	
  %

  
	
  9/15/2009

  	
   

  	
  67.948718

  	
  %

  
	
  10/15/2009

  	
   

  	
  67.307692

  	
  %

  






 


E-6





















 




	
  Payment Date

  	
   

  	
  Series A2 Scheduled Targeted Principal

  Balances

  	
   

  
	
  11/15/2009

  	
   

  	
  66.666667

  	
  %

  
	
  12/15/2009

  	
   

  	
  66.025641

  	
  %

  
	
  1/15/2010

  	
   

  	
  65.384615

  	
  %

  
	
  2/15/2010

  	
   

  	
  64.743590

  	
  %

  
	
  3/15/2010

  	
   

  	
  64.102564

  	
  %

  
	
  4/15/2010

  	
   

  	
  63.461538

  	
  %

  
	
  5/15/2010

  	
   

  	
  62.820513

  	
  %

  
	
  6/15/2010

  	
   

  	
  62.179487

  	
  %

  
	
  7/15/2010

  	
   

  	
  61.538462

  	
  %

  
	
  8/15/2010

  	
   

  	
  60.897436

  	
  %

  
	
  9/15/2010

  	
   

  	
  60.256410

  	
  %

  
	
  10/15/2010

  	
   

  	
  59.615385

  	
  %

  
	
  11/15/2010

  	
   

  	
  58.974359

  	
  %

  
	
  12/15/2010

  	
   

  	
  58.333333

  	
  %

  
	
  1/15/2011

  	
   

  	
  57.692308

  	
  %

  
	
  2/15/2011

  	
   

  	
  57.051282

  	
  %

  
	
  3/15/2011

  	
   

  	
  56.410256

  	
  %

  
	
  4/15/2011

  	
   

  	
  55.769231

  	
  %

  
	
  5/15/2011

  	
   

  	
  55.128205

  	
  %

  
	
  6/15/2011

  	
   

  	
  54.487179

  	
  %

  
	
  7/15/2011

  	
   

  	
  53.846154

  	
  %

  
	
  8/15/2011

  	
   

  	
  53.205128

  	
  %

  
	
  9/15/2011

  	
   

  	
  52.564103

  	
  %

  
	
  10/15/2011

  	
   

  	
  51.923077

  	
  %

  
	
  11/15/2011

  	
   

  	
  51.282051

  	
  %

  
	
  12/15/2011

  	
   

  	
  50.641026

  	
  %

  
	
  1/15/2011

  	
   

  	
  50.000000

  	
  %

  
	
  2/15/2012

  	
   

  	
  49.358974

  	
  %

  
	
  3/15/2012

  	
   

  	
  48.717949

  	
  %

  
	
  4/15/2012

  	
   

  	
  48.076923

  	
  %

  
	
  5/15/2012

  	
   

  	
  47.435897

  	
  %

  
	
  6/15/2012

  	
   

  	
  46.794872

  	
  %

  
	
  7/15/2012

  	
   

  	
  46.153846

  	
  %

  
	
  8/15/2012

  	
   

  	
  45.512821

  	
  %

  
	
  9/15/2012

  	
   

  	
  44.871795

  	
  %

  
	
  10/15/2012

  	
   

  	
  44.230769

  	
  %

  
	
  11/15/2012

  	
   

  	
  43.589744

  	
  %

  
	
  12/15/2012

  	
   

  	
  42.948718

  	
  %

  
	
  1/15/2013

  	
   

  	
  42.307692

  	
  %

  
	
  2/15/2013

  	
   

  	
  41.666667

  	
  %

  
	
  3/15/2013

  	
   

  	
  41.025641

  	
  %

  
	
  4/15/2013

  	
   

  	
  40.384615

  	
  %

  
	
  5/15/2013

  	
   

  	
  39.743590

  	
  %

  
	
  6/15/2013

  	
   

  	
  39.102564

  	
  %

  
	
  7/15/2013

  	
   

  	
  38.461538

  	
  %

  
	
  8/15/2013

  	
   

  	
  37.820513

  	
  %

  
	
  9/15/2013

  	
   

  	
  37.179487

  	
  %

  
	
  10/15/2013

  	
   

  	
  36.538462

  	
  %

  
	
  11/15/2013

  	
   

  	
  35.897436

  	
  %

  
	
  12/15/2013

  	
   

  	
  35.256410

  	
  %

  
	
  1/15/2014

  	
   

  	
  34.615385

  	
  %

  
	
  2/15/2014

  	
   

  	
  33.974359

  	
  %

  
	
  3/15/2014

  	
   

  	
  33.333333

  	
  %

  
	
  4/15/2014

  	
   

  	
  32.692308

  	
  %

  
	
  5/15/2014

  	
   

  	
  32.051282

  	
  %

  
	
  6/15/2014

  	
   

  	
  31.410256

  	
  %

  






 


E-7





















 




	
  Payment Date

  	
   

  	
  Series A2 Scheduled Targeted Principal

  Balances

  	
   

  
	
  7/15/2014

  	
   

  	
  30.769231

  	
  %

  
	
  8/15/2014

  	
   

  	
  30.128205

  	
  %

  
	
  9/15/2014

  	
   

  	
  29.487179

  	
  %

  
	
  10/15/2014

  	
   

  	
  28.846154

  	
  %

  
	
  11/15/2014

  	
   

  	
  28.205128

  	
  %

  
	
  12/15/2014

  	
   

  	
  27.564103

  	
  %

  
	
  1/15/2015

  	
   

  	
  26.923077

  	
  %

  
	
  2/15/2015

  	
   

  	
  26.282051

  	
  %

  
	
  3/15/2015

  	
   

  	
  25.641026

  	
  %

  
	
  4/15/2015

  	
   

  	
  25.000000

  	
  %

  
	
  5/15/2015

  	
   

  	
  24.358974

  	
  %

  
	
  6/15/2015

  	
   

  	
  23.717949

  	
  %

  
	
  7/15/2015

  	
   

  	
  23.076923

  	
  %

  
	
  8/15/2015

  	
   

  	
  22.435897

  	
  %

  
	
  9/15/2015

  	
   

  	
  21.794872

  	
  %

  
	
  10/15/2015

  	
   

  	
  21.153846

  	
  %

  
	
  11/15/2015

  	
   

  	
  20.512821

  	
  %

  
	
  12/15/2015

  	
   

  	
  19.871795

  	
  %

  
	
  1/15/2016

  	
   

  	
  19.230769

  	
  %

  
	
  2/15/2016

  	
   

  	
  18.589744

  	
  %

  
	
  3/15/2016

  	
   

  	
  17.948718

  	
  %

  
	
  4/15/2016

  	
   

  	
  17.307692

  	
  %

  
	
  5/15/2016

  	
   

  	
  16.666667

  	
  %

  
	
  6/15/2016

  	
   

  	
  16.025641

  	
  %

  
	
  7/15/2016

  	
   

  	
  15.384615

  	
  %

  
	
  8/15/2016

  	
   

  	
  14.743590

  	
  %

  
	
  9/15/2016

  	
   

  	
  14.102564

  	
  %

  
	
  10/15/2016

  	
   

  	
  13.461538

  	
  %

  
	
  11/15/2016

  	
   

  	
  12.820513

  	
  %

  
	
  12/15/2016

  	
   

  	
  12.179487

  	
  %

  
	
  1/15/2017

  	
   

  	
  11.538462

  	
  %

  
	
  2/15/2017

  	
   

  	
  10.897436

  	
  %

  
	
  3/15/2017

  	
   

  	
  10.256410

  	
  %

  
	
  4/15/2017

  	
   

  	
  9.615385

  	
  %

  
	
  5/15/2017

  	
   

  	
  8.974359

  	
  %

  
	
  6/15/2017

  	
   

  	
  8.333333

  	
  %

  
	
  7/15/2017

  	
   

  	
  7.692308

  	
  %

  
	
  8/15/2017

  	
   

  	
  7.051282

  	
  %

  
	
  9/15/2017

  	
   

  	
  6.410256

  	
  %

  
	
  10/15/2017

  	
   

  	
  5.769231

  	
  %

  
	
  11/15/2017

  	
   

  	
  5.128205

  	
  %

  
	
  12/15/2017

  	
   

  	
  4.487179

  	
  %

  
	
  1/15/2018

  	
   

  	
  3.846154

  	
  %

  
	
  2/15/2018

  	
   

  	
  3.205128

  	
  %

  
	
  3/15/2018

  	
   

  	
  2.564103

  	
  %

  
	
  4/15/2018

  	
   

  	
  1.923077

  	
  %

  
	
  5/15/2018

  	
   

  	
  1.282051

  	
  %

  
	
  6/15/2018

  	
   

  	
  0.641026

  	
  %

  
	
  7/15/2018

  	
   

  	
  0.000000

  	
  %

  






 


E-8





















 


SCHEDULE 3


 


Commitments of
Series A2 Noteholders


 




	
  Name of Institution

  	
   

  	
  Maximum Commitment

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  






 


E-9