Exhibit 10.41




 





 


 


WILLIS ENGINE SECURITIZATION TRUST


Issuer


 


 


and


 


 


DEUTSCHE BANK TRUST COMPANY AMERICAS


Indenture Trustee


 










 


SERIES B1 SUPPLEMENT


 


Dated as of August 9, 2005


 


to


 


INDENTURE


 


Dated as of August 9, 2005


 










 


SERIES B1 NOTES


 


 





















 


TABLE OF CONTENTS


 


 


	
  ARTICLE I

  
	
   

  	
   

  	
   

  
	
  DEFINITIONS; CALCULATION
  GUIDELINES

  
	
   

  	
   

  	
   

  
	
  Section 1.01.

  	
  Definitions

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE II

  
	
   

  	
   

  	
   

  
	
  CREATION OF THE SERIES
  B1 NOTES

  
	
   

  	
   

  	
   

  
	
  Section 2.01.

  	
  Designation

  	
   

  
	
  Section 2.02.

  	
  Authentication
  and Delivery

  	
   

  
	
  Section 2.03.

  	
  Interest
  Payments on the Series B1 Notes

  	
   

  
	
  Section 2.04.

  	
  Principal
  Payments on the Series B1 Notes

  	
   

  
	
  Section 2.05.

  	
  Prepayment
  of Principal on the Series B1 Notes

  	
   

  
	
  Section 2.06.

  	
  Manner
  of Payment

  	
   

  
	
  Section 2.07.

  	
  Restrictions
  on Transfer

  	
   

  
	
  Section 2.08.

  	
  Final
  Maturity Date

  	
   

  
	
  Section 2.09.

  	
  Payment
  Date Schedule

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE III

  
	
   

  	
   

  	
   

  
	
  SERIES B1 ACCOUNT AND
  ALLOCATION AND

  APPLICATION OF AMOUNTS THEREIN

  
	
   

  	
   

  	
   

  
	
  Section 3.01.

  	
  Series
  B1 Series Account

  	
   

  
	
  Section
  3.02.

  	
  Distributions from Series B1
  Series Account

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV

  
	
   

  	
   

  	
   

  
	
  CONDITIONS TO ISSUANCE

  
	
   

  	
   

  	
   

  
	
  Section 4.01.

  	
  Conditions
  to Issuance

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE V

  
	
   

  	
   

  	
   

  
	
  REPRESENTATIONS AND
  WARRANTIES

  
	
   

  	
   

  	
   

  
	
  Section 5.01.

  	
  Indenture
  Representations and Warranties

  	
   

  
	
   

  	
   

  	
   

  
	
  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

  	
   

  



 


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  Section 6.05.

  	
  Statutory
  References

  	
   

  
	
  Section 6.06.

  	
  Amendments
  and Modifications

  	
   

  
	
  Section 6.07.

  	
  Waiver
  of Jury Trial

  	
   

  
	
  Section 6.08.

  	
  Appointment
  of Representative

  	
   

  
	
   

  	
   

  	
   

  
	
  EXHIBITS

  
	
   

  	
   

  	
   

  
	
  EXHIBIT A

  	
  Form of Series B1 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 B1 Scheduled Targeted Principal Balance by
  Payment Date

  	
   

  



 


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SERIES B1 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 B1 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(b) hereof.


 


“Closing Date”
means August 9, 2005.


 


“Initial Purchasers”
means Fortis Capital Corp. and HSH Nordbank A.G., as the purchasers of the Series B1
Notes in the Series B1 Note Purchase Agreement.


 


“Issuance Expenses” means (a) the
commission payable to the Initial Purchaser in respect of the issuance of the Series B1
 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 B1 Notes and (b) the
portion of the of the expenses of the Initial Purchaser, the Structuring Agent
and the Co-Structuring Agents that are allocable to the Series B1 Notes,
as agreed by WEST and such parties.


 


“Majority of Holders”
means, with respect to the Series B1 Notes as of any date of
determination, Series B1 Noteholders that, individually or in the
aggregate, own Series B1 Notes representing more than fifty percent (50%)
of the then aggregate Series B1 Note Principal Balance.


 


“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 A Notes in accordance with the terms of this Supplement.


 


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


 


“Rating Agencies”
for the Series B1 Notes means 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, without any Redemption Premium.


 


“Scheduled Principal
Payment Amount”
means, for the Series B1 Notes on any Payment Date, the excess, if any, of
(x) the sum of the then Outstanding Principal Balance of all Series B1
Notes (assuming that all Scheduled Principal Payment amounts for all prior
Payment Dates have been pain in full), over (y) the Scheduled Targeted
Principal Balance for the Series B1 Notes for such Payment Date.


 


“Scheduled Targeted Principal
Balance” means for the Series B1 Notes for each Payment Date,
the amount set forth opposite such Payment Date on Schedule 1 hereto under
the column entitled “Scheduled Targeted Principal Balance,” as adjusted from
time to time pursuant to Section 2.04(b) or Section 2.05(c) hereof.


 


“Series B1 Additional Interest”
means interest at the Stated Interest Rate on the aggregate amount of any
unpaid interest on the Series B1 Notes (including any unpaid portion of
the Series A1 Base Interest Amount and Series B1 Supplemental
Interest Amount and any Series B1 Additional Interest Amount).


 


“Series B1 Additional Interest Amount”
means, for any Payment Date, an amount equal to the Series B1 Additional
Interest on the aggregate amount of unpaid interest (including any unpaid
portion of any Series B1 Base Interest Amount and Series B1
Supplemental Base Interest Amount and any Series B1 Additional Interest
Amount) that was due and payable on the Series B1 Notes on any prior
Payment Date.  The Series B1 Additional Interest
Amount constitutes the Additional Interest Amount for the Series B1 Notes
for purposes of Sections 3.12 and 3.13 of the Indenture.


 


“Series B1 Base Interest Amount”
means, for any Payment Date, an amount equal to the accrued and unpaid interest
at the Series B1 Base Interest Rate on the Outstanding Principal Balance
of the Series B1 Notes for the Interest Accrual Period ending on such
Payment Date.  The Series B1 Base Interest Amount
constitutes the Base Interest Amount for the Series B1 Notes for purposes
of Sections 3.12 and 3.13 of the Indenture.


 


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“Series B1 Base Interest
Rate” means, for each Interest Accrual Period, One-Month LIBOR plus
3.00 % per annum.


 


“Series B1  Definitive Notes” means Series B1 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 B1 Expected
Final Payment Date” means July 15, 2020.


 


“Series B1 Final Payment Date” means
August 15, 2030.


 


“Series B1 Interest Amount” means,
for any Payment Date, an amount equal to the sum of the Series B1 Base
Interest Amount, the Series B1 Supplemental Interest Amount and the Series B1
Additional Interest Amount due and payable on the Series B1 Notes on such Payment
Date.


 


“Series B1 Noteholder” means, at any time of determination for
the Series B1 Notes, any person in whose name a Series B1 Note is
registered in the Register.


 


“Series B1 Note Purchase
Agreement” means the Series B1 Note Purchase Agreement, dated
as of August 9, 2005, among WEST, Willis and the Initial Purchasers.


 


“Series B1 Notes”
means the Series of Notes designated as the “Willis Engine Securitization
Trust Series B1 Floating Rate Secured Notes” to be issued on the Closing
Date and having the terms and conditions specified in this Supplement,
substantially in the form of Exhibit A hereto, and including any and all
replacements, extensions, substitutions or renewals of such Notes.


 


“Series B1  144A Book Entry Notes” means Series B1 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 B1  Regulation S Temporary Book Entry Notes” means Series B1
Notes in the form attached as Exhibit A hereto, with the applicable legend
for Regulation S Temporary Book Entry Notes required by Section 2.02 of
the Indenture inscribed on the face thereof.


 


“Series B1 Series Account”
means the Series Account of that name established in accordance with Section 3.01
hereof and Sections 3.01 and 3.09 of the Indenture.


 


“Series B1 Supplemental Interest Amount”
means, for any Payment Date, an amount equal to the accrued and unpaid interest
at the Series B1 Supplemental Interest Rate on the Outstanding Principal
Balance of the Series B1 Notes for the Interest Accrual Period ending on
such Payment Date.  The Series B1 Supplemental Interest
Amount constitutes the Supplemental Interest Amount for the Series B1
Notes for purposes of Sections 3.12 and 3.13 of the Indenture.


 


“Series B1 Supplemental
Interest Rate” means, for each Interest Accrual Period, 3.00 % per
annum.


 


3





















 


“Series B1 Supplemental Principal Payment
Amount” means, for the Series B1 Notes on any Payment Date, the
amount (if any) of a Series B Supplemental Principal Payment Amount
allocated and paid to the Series B1 Notes on such Payment Date in
accordance with the provisions of Sections 3.13 and 3.14(b) of the
Indenture.


 


“Series B1 Transaction Documents”
means any and all of this Supplement, the Series B1 Notes, the other
Related Documents, as any of the foregoing may from time to time be amended,
modified, supplemented or renewed.


 


“Specified Period” shall mean one month.


 


“Series B1  Unrestricted Book-Entry Notes” means Series B1 Notes in
the form of Exhibit A hereto, with the applicable legend required by Section 2.02
of the Indenture for Unrestricted Book-Entry Notes inscribed on the face
thereof.


 


“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 B1
Notes


 


Section 2.01.          Designation.


 


(a)           There is hereby
created a Series of Series A Term Notes to be issued pursuant to the
Indenture and this Supplement and to be known as the “Willis Engine
Securitization Trust Series B1 Floating Rate Secured Notes,” referred to
herein as the “Series B1 Notes.”  The Series B1 Notes will be issued in the
initial principal balance of $28,276,878.00 and will not have priority over any
other Series of Series B Notes except to the extent set forth in the
Supplement for such other Series and the Indenture. The Series Issuance
Date of the Series B1 Notes is August 9, 2005.  The Series B1 Notes are classified as “Term
Notes,” “Series B Notes,” Series B Term Notes,” and “Floating Rate
Notes,” as each such term is used in the Indenture.  The Series B1 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 B1 Notes shall be on August 15, 2005.


 


(c)           Payments of
principal on the Series B1 Notes shall be payable from funds on deposit in
the Series B1 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
and 3.02 of this Supplement.


 


(d)           WEST
shall pay Issuance Expenses out of the proceeds of the Series B1 Notes on
the Series Issuance Date.


 


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(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 4.01
hereof, the Series B1 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 B1 Notes to the Initial Purchaser in
accordance with such written directions. 
The Series B1 Notes shall be issued initially as Definitive
Notes.  The Series B1 Notes may
subsequently be converted into Book Entry Notes with consent of WEST and the
Majority of Holders.


 


(b)           The Series B1
Notes are not being registered with the SEC and may not be sold, transferred or
otherwise disposed of except in compliance with the provisions of the Indenture
and except as follows:


 


(i)            to Persons that the transferring
Person reasonably believes are Qualified Institutional Buyers in reliance on
the exemption from the registration requirements of the Securities Act provided
by Rule 144A;


 


(ii)           in offshore transactions in reliance
on Regulation S;


 


(iii)          to Institutional Accredited Investors that
deliver an Investment Letter to the Indenture Trustee;


 


(c)           The Series B1
Notes shall be executed by manual or facsimile signature on behalf of the Issuer
by a Responsible 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.


 


(d)           The Series B1
Notes shall be issued in minimum denominations of $100,000 and in integral
multiples of $1,000 in excess thereof.


 


Section 2.03.          Interest Payments on the Series B1
Notes.


 


(a)           Interest on Series B1
Notes.  Interest on each Series B1
Note shall (i) accrue during each Interest Accrual Period at the Series B1
Base Interest Rate and the Series B1 Supplemental Interest Rate, each to
be calculated separately, (ii) be calculated on the basis of actual days
elapsed over a year of 360 days, (iii) be due and payable in arrears on
each Payment Date and (iv) be calculated based on the Outstanding
Principal Balance of such Series B1 Note during such Interest Accrual
Period. All amounts
of Series B1 Base Interest Amount and Series B1 Supplemental Interest
Amount shall be due and payable on the earlier to occur of (i) the date on
which the Series B1 Notes have been accelerated in accordance with the
provisions of Section 4.02 of the Indenture and (ii) the Series B1
Final Maturity Date.  On each
Reference Date, the Indenture Trustee shall promptly deliver a written notice
to the Series B1 Noteholders specifying the Series B1 Base Interest
Rate for the related Interest Accrual Period.


 


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(b)           Additional
Interest.  If WEST shall fail to pay
the Series B1 Base Interest Amount or the Series B1 Supplemental
Interest Amount on any Series B1 Note when due, or any other amount
becoming due under this Supplement (other than payments of principal on the Series B1
Notes), WEST shall, from time to time, pay Series B1 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
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 Series B1 Additional
Interest shall be due and payable on the earlier to occur of (i) the date
on which the Series B1 Notes have been accelerated in accordance with the
provisions of Section 4.02 of the Indenture and (ii) the Series B1
Final Maturity Date.


 


(c)           Maximum Interest Rate.  In no event shall the interest charged with
respect to a Series B1 Note exceed the maximum amount permitted by
applicable law.  If at any time the Series B1
Interest Amount charged with respect to the Series B1 Notes exceeds the
maximum rate permitted by applicable law, the rate of interest to accrue
pursuant to this Supplement and such Series B1 Note shall be limited to
the maximum rate permitted by applicable law, but any subsequent reductions in
the One-Month LIBOR shall not reduce the interest to accrue on such Series B1
Note below the maximum amount permitted by Applicable Law until the total
amount of interest accrued on such Series B1 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 B1
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 B1 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 B1
Interest Amount, and (b) the amount of interest accrued in accordance with
the other provisions of this Supplement.


 


Section 2.04.          Principal Payments on the Series B1
Notes.


 


(a)           The Scheduled
Principal Payment Amount calculated for the Series B1 Notes for each
Payment Date shall be payable to the Holders of the Series B1 Notes on
each Payment Date from amounts deposited in the Series B1 Series Account
on such Payment Date as provided in Section 3.13 of the Indenture and Section 3.02
of this Supplement.  In addition, any
portion of the Series B Supplemental Principal Payment Amount for any
Payment Date to the Series B1 Notes pursuant to Section 3.14(b) of
the Indenture shall be payable to the Holders of the Series B1 Notes on
such Payment Date from amounts deposited in the Series B1 Series Account
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, then, in addition to the
foregoing, the Outstanding Principal Balance of the Series B1 Notes shall
be payable on each Payment Date to the extent that amounts are available for
such purpose in accordance with


 


6





















 


the provisions of Section 3.13
of the Indenture and Section 3.02 of this Supplement. The unpaid principal
amount of the Series B1 Notes together with all unpaid interest (including
all Additional Interest), fees, expenses, costs and other amounts payable by WEST
pursuant to the terms of the Indenture and this Supplement shall be due and
payable in full on the Series B1 Final Payment Date.


 


(b)           The Scheduled
Targeted Principal Balances for the Series B1 Notes shall be adjusted at
the times and in the manner indicated in Section 3.18 of the Indenture.


 


Section 2.05.          Prepayment of Principal on the Series B1
Notes.


 


(a)           WEST will have the
option to prepay, in an Optional Redemption on any Payment Date occurring on or
after the fifth anniversary of the Series Issuance Date (each such Payment
Date, an “Optional Redemption Date”) all, or any
portion, of the Outstanding Principal Balance of the Series B1 Notes on
such Payment Date, in a minimum amount of Two Hundred Fifty Thousand Dollars ($250,000),
for the Redemption Price of the Outstanding Principal Balance of the Series B1
Notes being prepaid, together with accrued interest thereon to the date of such
prepayment.  WEST may not make such
prepayment from funds in the Collections Account, the Series B1 Series Account
or the Senior Restricted Cash Account, except to the extent that funds in any
such Account would otherwise be payable to WEST in accordance with the terms of
this Supplement and the Indenture.  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.


 


(b)           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 B1
Notes in accordance with Section 3.15(b) of the Indenture shall be
applied to the prepayment of the Series B1 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.


 


(c)           The Scheduled
Targeted Principal Balances for the Series B1 Notes on the Optional
Redemption Date or the Acquisition Redemption Date, as applicable, and on each
succeeding Payment Date shall be adjusted as provided in Section 3.18(b) of
the Indenture.


 


Section 2.06.          Manner of Payment.  All payments of principal and interest on the
Series B1 Notes payable on each Payment Date shall be paid to the Series B1
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 B1
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 2.07.          Restrictions on Transfer.  On the Closing Date, WEST shall sell the Series B1
Notes to the Initial Purchaser pursuant to the Series B1 Note Purchase
Agreement and deliver such Series B1 Notes in accordance herewith and
therewith.  Thereafter, no Series B1
Note may be sold, transferred or otherwise disposed of except in compliance
with the provisions of the Indenture. Except as provided in the Indenture, the
Indenture Trustee shall have


 


7





















 


no obligations or duties with
respect to determining whether any transfers of the Series B1 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.


 


Section 2.08.          Final Maturity Date.  The unpaid principal amount of the Series B1 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 B1
Transaction Documents shall be due and payable in full on the earlier to occur
of (i) the date on which the Series B1 Notes have been accelerated in
accordance with the provisions of Section 4.02 of the Indenture and (ii) the
Series B1 Final Maturity Date.


 


Section 2.09.          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 B1 Noteholders.


 


ARTICLE III


 


Series B1 Account and
Allocation and

Application of Amounts Therein


 


Section 3.01.          Series B1 Series Account.  The Indenture Trustee shall establish on the
Closing Date pursuant to Sections 3.01 and 3.09 of the Indenture and shall maintain,
so long as any Series B1 Note is Outstanding, an Eligible Account which
shall be designated as the “Series B1 Series Account,” which account
shall be held in the name of the Indenture Trustee for the benefit of the Series B1
Noteholders. All deposits of funds by, or for the benefit of, the Series B1
Noteholders from the Collections Account and the Senior Restricted Cash Account
shall be accumulated in, and withdrawn from, the Series B1 Series Account
in accordance with the provisions of the Indenture and this Supplement.


 


Section 3.02.          Distributions from Series B1 Series Account.  On each Payment Date, the Indenture Trustee
shall distribute funds then on deposit in the Series B1 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:


 


i.                  To each Holder
of a Series B1 Note on the related Record Date, an amount equal to its pro rata portion of the Series B1 Base
Interest Payment for each such Payment Date;


 


ii.               To each Holder of a
Series B1 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 B1
Notes on such Payment Date;


 


8





















 


iii.            To each Holder of a Series B1
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 B1 Notes on such Payment Date;


 


iv.           To each Holder of a Series B1
Note on the related Record Date, an amount equal to its pro rata portion of the Series B1
Supplemental Interest Amount and any Series B1 Additional Interest Amount
then due and payable by WEST to the Series B1 Noteholders;


 


v.              To each Holder of a Series B1
Note on the related Record Date, any Noteholder Indemnified Amounts due and
payable to such Noteholder; and


 


vi.           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 B1 Series Account.


 


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


 


i.                  To each Holder
of a Series B1 Note on the related Record Date, an amount equal to its pro rata portion of the Series B1 Base
Interest Amount for such Payment Date;


 


ii.               To each Holder of a
Series B1 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 B1
Notes on such Payment Date;


 


iii.            To each Holder of a Series B1
Note on the related Record Date, an amount equal to its pro rata portion of the Series B1
Supplemental Interest Amount and any Series B1 Additional Interest Amount
then due and payable by WEST to the Series B1 Noteholders;


 


iv.           To each Holder of a Series B1
Note on the related Record Date, an amount equal to its pro rata portion of the then unpaid
principal balances of the Series B1 Notes then Outstanding until the Outstanding
Principal Balance of all Series B1 Notes has been reduced to zero;


 


v.              To each Holder of a Series B1
Note on the related Record Date, any Noteholder Indemnified Amounts due and
payable to such Noteholder; and


 


vi.           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 B1 Series Account.


 


9





















 


(c)           If either an Early Amortization Event
or an Event of Default shall have occurred and be continuing, and the Indenture
Trustee shall have received a Collateral Liquidation Notice:


 


i.                  To each Holder
of a Series B1 Note on the related Record Date, an amount equal to its pro rata portion of the Series B1 Stated
Interest Amount for such Payment Date;


 


ii.               To each Holder of a
Series B1 Note on the related Record Date, an amount equal to its pro rata portion of the Series B1
Supplemental Interest Amount and any Series B1 Additional Interest Amount
then due and payable by WEST to the Series B1 Noteholders;


 


iii.            To each Holder of a Series B1
Note on the related Record Date, an amount equal to its pro rata portion of the then Outstanding
Principal Balances of the Series B1 Notes then Outstanding until the Outstanding
Principal Balance of all Series B1 Notes has been reduced to zero;


 


iv.           To each Holder of a Series B1
Note on the related Record Date, any Noteholder Indemnified Amounts due and
payable to such 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 B1
Series Account.


 


ARTICLE IV


 


Conditions to
Issuance


 


Section 4.01.          Conditions to Issuance.  The Indenture Trustee shall not authenticate
the Series B1 Notes unless (a) all conditions to the issuance of the Series B1
Notes under the Series B1 Note Purchase Agreement shall have been
satisfied, and (b) WEST shall have delivered a certificate to the
Indenture Trustee to the effect that all conditions set forth in the Series B1
Note Purchase Agreement shall have been satisfied.


 


ARTICLE V


 


Representations and
Warranties


 


Section 5.01.          Indenture Representations and
Warranties.  To induce the Series B1
Noteholders to purchase the Series B1 Notes hereunder, WEST hereby makes
to the Indenture Trustee for the benefit of the Series B1 Noteholders as
of the Closing Date all of the representations and warranties set forth in Section 5.01
of the Indenture.


 


Section 5.02.          Covenants.  To induce the Series B1 Noteholders to
purchase the Indenture Trustee for the benefit of the Series B1 Noteholder
as follows:


 


10





















 


(a)           Issuance
of Series of Additional Notes.  In
addition to the conditions precedent set forth in Section 9.06 of the
Indenture, it shall be an additional condition precedent to the issuance of
each Series of Additional Notes issued by WEST while the Series B1
Notes are outstanding, that: (1) the principal balance of such Series of
Additional Notes (A) shall be amortized on a level basis over a period of
not less that fifteen (15) years for Scheduled Principal Payment Amounts on any
Series B Notes or (B) if not amortized on a level basis (x) have a
weighted average life that is less than the remaining weighted average life of
any Series of Notes then outstanding and (y) provide for Scheduled
Principal payment Amounts during the period of such remaining weighted average
life that are more than the Scheduled Principal Payment Amounts that would be
payable under the level amortization described in clause (A); and (2) all
Scheduled Principal Payment Amount owing on or prior to the Issuance Date on
the Series B1 Notes shall have been paid in full as the Issuance Date of
such Series of Additional Notes.


 


ARTICLE VI


 


Miscellaneous
Provisions


 


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


 


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


 


Section 6.03.          Governing Law.  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 B1 Notes.


 


Section 6.05.          Statutory References.  References in this Supplement and any other Series B1
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.


 


11





















 


Section 6.06.          Amendments and Modifications.  The terms of this Supplement may be waived, modified or amended only in
a written instrument signed by each of WEST and the Indenture Trustee and,
except with respect to the matters set forth in (and subject to the terms of) 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 B1
Notes then Outstanding.


 


Section 6.07.          Waiver of Jury Trial.  EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, AS AGAINST THE
OTHER PARTIES HERETO, ANY RIGHTS IT MAY HAVE TO A JURY TRIAL IN RESPECT OF
ANY CIVIL ACTION OR PROCEEDING (WHETHER ARISING IN CONTRACT OR TORT OR OTHERWISE),
INCLUDING ANY COUNTERCLAIM, ARISING UNDER OR RELATING TO THIS SUPPLEMENT OR ANY
OTHER SERIES B1 TRANSACTION DOCUMENT, INCLUDING IN RESPECT OF THE NEGOTIATION,
ADMINISTRATION OR ENFORCEMENT HEREOF OR THEREOF.


 


Section 6.08.          Appointment of Representative.  The Majority of Holders shall be authorized
to appoint a representative to act on their behalf with such authority as shall
be provided in such appointment, provided that, such authority shall not extend
to the taking of any action under the Related Documents requiring the consent
of all Series B1 Noteholders.


 


[Signature page follows.]


 


12





















 


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

  



 





















 


EXHIBIT A


SERIES B1 SUPPLEMENT


 


FORM OF SERIES B1 NOTE


 


WILLIS ENGINE SECURITIZATION TRUST


SERIES B1 FLOATING RATE SECURED NOTE


 


	
  $[XX]

  	
   

  	
  CUSIP No.:

  	
   

  



No. 1


August     , 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 Cede & Co., or registered
assigns, at the principal corporate trust office of the Indenture Trustee named
below, (i) the principal sum of              
Dollars ($                 ),
which sum shall be payable on each Payment Date on the dates and in the amounts
set forth in the Indenture, dated as of August 9, 2005 (as amended,
restated or otherwise modified from time to time, the “Indenture”)
and the Series B1 Supplement, dated as of August 9, 2005 (as amended,
restated or otherwise modified from time to time, the “Series B1
Supplement”), each between WEST and Deutsche Bank Trust Company Americas,
as indenture trustee (the “Indenture Trustee”),
and (ii) interest on the outstanding principal amount of this Series B1
Note on the dates and in the amounts set forth in the Indenture and the Series B1
Supplement.  Capitalized terms not
otherwise defined herein will have the meaning set forth in the Indenture and
the Series B1 Supplement.


 


Payment of the principal of and interest on this Series B1 Note
shall be made in lawful money of the United States of America which at the time
of payment is legal tender for payment of public and private debts. The
principal balance of, and interest on this Series B1 Note is payable at
the times and in the amounts set forth in the Indenture and the Series B1
Supplement by wire transfer of immediately available funds to the account
designated by the Holder of record on the related Record Date.


 


This Series B1 Note is one of the authorized notes identified in
the title hereto and issued in the aggregate principal amount of                                                    
Dollars ($                     )
pursuant to the Indenture and the Series B1 Supplement.


 


The Series B1 Notes shall be an obligation of WEST and shall be
secured by the Collateral, all as defined in, and subject to limitations set
forth in, the Indenture.


 


This Series B1 Note is transferable as provided in the Indenture
and the Series B1 Supplement, subject to certain limitations therein
contained, only upon the books for registration and transfer kept by the
Indenture Trustee, and only upon surrender of this Series B1 Note for
transfer to the Indenture Trustee duly endorsed by, or accompanied by a written
instrument of transfer in form reasonably satisfactory to the Indenture Trustee
duly executed by, the registered Holder hereof or his attorney duly authorized
in writing. The Indenture Trustee or WEST may require payment by the Holder of
a sum sufficient to cover any tax expense or other


 


A-1





















 


governmental charge payable in
connection with any transfer or exchange of the Series B1 Notes.


 


WEST, the Indenture Trustee and any other agent of WEST may treat the
person in whose name this Series B1 Note is registered as the absolute
owner hereof for all purposes, and neither WEST, the Indenture Trustee, nor any
other such agent shall be affected by notice to the contrary.


 


The Series B1 Note are subject to Prepayment, at the times and
subject to the conditions set forth in the Indenture and the Series B1
Supplement.


 


If an Event of Default under the Indenture shall occur and be
continuing, the principal of and accrued interest on this Series B1 Note
may be declared to be due and payable in the manner and with the effect
provided in the Indenture and the Series B1 Supplement.


 


The Indenture permits, with certain exceptions as therein provided, the
issuance of supplemental indentures with the consent of the Requisite Majority,
in certain specifically described instances. Any consent given by the Requisite
Majority shall be conclusive and binding upon the Holder of this Series B1
Note and on all future holders of this Series B1 Note and of any Series B1
Note issued in lieu hereof whether or not notation of such consent is made upon
this Series B1 Note. Supplements and amendments to the Indenture and the Series B1
Supplement may be made only to the extent and in circumstances permitted by the
Indenture and the Series B1 Supplement.


 


The Holder of this Series B1 Note shall have no right to enforce
the provisions of the Indenture and the Series B1 Supplement or to institute
action to enforce the covenants, or to take any action with respect to a
default under the Indenture and the Series B1 Supplement, or to institute,
appear in or defend any suit or other proceedings with respect thereto, except
as provided under certain circumstances described in the Indenture and the Series B1
Supplement; provided, however, that nothing contained in the Indenture and the Series B1
Supplement shall affect or impair any right of enforcement conferred on the
Holder hereof to enforce any payment of the principal of and interest on this Series B1
Note on or after the due date thereof; provided further, however, that by
acceptance hereof the Holder is deemed to have covenanted and agreed that it
will not institute against WEST any bankruptcy, reorganization, arrangement,
insolvency or liquidation proceedings, or other proceedings under any
applicable bankruptcy or similar law, at any time other than at such time as
permitted by the Indenture and the Series B1 Supplement.


 


The
indebtedness evidenced by the Series B1 Notes is, to the extent and in the
manner provided in the Indenture, subordinate and subject in right of payment
to the prior payment in full of all Senior Claims (as defined in the
Indenture), and this Series B1 Note is issued subject to such provisions.
Each Holder of this Series B1 Note, by accepting the same, (a) agrees
to and shall be bound by such provisions, (b) authorizes and directs the
Indenture Trustee on his behalf to take such action as may be necessary or
appropriate to effectuate the subordination as provided in the Indenture and (c) appoints
the Indenture Trustee his attorney-in-fact for such purpose.


 


A-2





















 


The
maturity of this Series B1 Note is subject to acceleration upon the
occurrence and during the continuance of the Events of Default specified in the
Indenture. The Series B1 Noteholders shall not be permitted to deliver a
Default Notice or to exercise any remedy in respect of any such Event of
Default until all interest and principal on the Series A Notes have been
paid in full.


 


The
Holder of this Series B1 Note agrees, by acceptance hereof, to pay over to
the Administrative Agent any money (including principal, Premium and interest)
paid to it in respect of this Series B1 Note in the event that the
Indenture Trustee, acting in good faith, determines subsequently that such
monies were not paid in accordance with the priority of payment provisions of
the Indenture or as a result of any other mistake of fact or law on the part of
the Administrative Agent in making such payment.


 


The
subordination provisions contained in Section 3.13 and Article XI of
the Indenture may not be amended or modified without the consent of each Hedge
Counterparty, each Noteholder of the subclass affected thereby and each
Noteholder of any subclass of Notes ranking senior thereto.


 


The
Indenture also contains provisions permitting the Holders of Notes representing
a majority of the Outstanding Principal Balance of the Senior Class of
Notes, on behalf of the Holders of all of the Series B1 Notes, to waive
compliance by the Issuer with certain provisions of the Indenture and certain
past defaults under the Indenture and their consequences. Any such consent or
waiver shall be conclusive and binding upon all present and future Holders of
this Series B1 Note and of any Series B1 Note issued upon the
registration of transfer of, in exchange or in lieu of or upon the refinancing
of this Series B1 Note, whether or not notation of such consent or waiver
is made upon this Series B1 Note.


 


This Series B1 Note, and the rights and obligations of the parties
hereunder, shall be governed by, and construed and interpreted in accordance
with, the laws of the State of New York without giving effect to principles of
conflict of laws.


 


All terms and provisions of the Indenture and the Series B1
Supplement are herein incorporated by reference as if set forth herein in their
entirety.


 


IT IS HEREBY CERTIFIED, RECITED AND DECLARED, that all acts, conditions
and things required to exist, happen and be performed precedent to the
execution and delivery of the Indenture and the Series B1 Supplement and
the issuance of this Series B1 Note and the issue of which it is a part,
do exist, have happened and have been timely performed in regular form and
manner as required by law.


 


Unless the certificate of authentication hereon has been executed by
the Indenture Trustee by manual signature of one of its Responsible Officers,
this Series B1 Note shall not be entitled to any benefit under the
Indenture and the Series B1 Supplement, or be valid or obligatory for any
purpose.


 


IN WITNESS WHEREOF, West Engine Securitization Trust has caused this Series B1
Note to be duly executed by its duly authorized representative, on this       
day of                        ,
2005.


 


A-3





















 


	
   

  	
  WILLIS ENGINE SECURITIZATION TRUST

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


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


 


	
   

  	
  DEUTSCHE BANK TRUST COMPANY

  AMERICAS, as Indenture Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


A-4





















 


Schedule A


 


Aggregate principal amount of any Series B1 Note issued in
exchange for a portion or portions hereof and any portion or portions of any Series B1
Note exchanged for a portion or portions hereof:


 


	
  Date

  	
   

  	
  Principal Amount Issued

  or Exchanged

  	
   

  	
  Remaining Principal Amount

  of this Series B1 Note

  	
   

  	
  Notation

  Made by or

  on Behalf of

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


A-5





















 


EXHIBIT B


SERIES B1 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 B1
Floating Rate Secured Notes (the “Offered Notes”)
issued pursuant to the Series B1 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 tested telex on or
prior to the date on which you intend to submit your certification relating to
the Offered Notes held by you in which the undersigned has acquired, or intends
to acquire, a beneficial interest in accordance with your operating procedures
if any applicable statement herein is not correct on such date. In the absence
of any such notification, it may be assumed that this certification applies as
of such date.


 


[This certification excepts beneficial interests in and does not relate
to U.S. $              
principal amount of the Offered Notes appearing in your books as being held for
our account but that we have sold or as to which we are not yet able to
certify.]


 


We understand that this certification is required in connection with
certain securities laws in the United States of America. If administrative or
legal proceedings are commenced or threatened in connection with which this
certification is or would be relevant, we irrevocably authorize you to produce
this certification or a copy thereof to any interested party in such
proceedings.


 


	
  Dated:*

  	
   

  	
   

  	
  By:

  	
   

  	
  ,

  
	
   

  	
  Account Holder

  



 










*Certification must be dated on or after the 15th day before the
date of the Euroclear or Clearstream certificate to which this certification
relates.


 


B-1





















 


EXHIBIT C


SERIES B1 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 B1
Floating Rate Secured Notes (the “Offered Notes”)
issued pursuant to the Series B1 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 tested telex or by electronic transmission from member
organizations appearing in our records as persons being entitled to a portion
of the principal amount set forth below (our “Member Organizations”) as of the
date hereof, $                    
principal amount of the Offered Notes is owned by persons (a) that are not
U.S. persons (as defined in Rule 902 under the Securities Act of 1933, as
amended (the “Securities Act”)) or (b) who purchased their Offered Notes
(or interests therein) in a transaction or transactions that did not require
registration under the Securities Act.


 


We further certify (a) that we are not making available herewith
for exchange any portion of the related Regulation S Temporary Book-Entry Note
excepted in such certifications and (b) that as of the date hereof we have
not received any notification from any of our Member Organizations to the
effect that the statements made by them with respect to any portion of the part
submitted herewith for exchange are no longer true and cannot be relied upon as
of the date hereof.


 


We understand that this certification is required in connection with
certain securities laws of the United States of America. If administrative or
legal proceedings are commenced or threatened in connection with which this
certification is or would be relevant, we irrevocably authorize you to produce
this certification or a copy hereof to any interested party in such
proceedings.


 


	
  Date:

  	
   

  	
   

  	
  Yours faithfully,

  
	
   

  	
   

  
	
   

  	
  By:

  
	
   

  	
  [Morgan Guaranty Trust Company of New York,

  Brussels Office, as Operator of the Euroclear

  Clearance System] [Clearstream, société anonyme]

  



 


C-1





















 


EXHIBIT D


SERIES B1 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 B1
Floating Rate Secured Notes (the “Offered Notes”)
issued pursuant to the Series B1 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 tested telex on or
prior to the date on which you intend to submit your certification relating to
the Offered Notes held by you in which the undersigned intends to acquire a
beneficial interest in accordance with your operating procedures if any
applicable statement herein is not correct on such date. In the absence of any
such notification, it may be assumed that this certification applies as of such
date.


 


We understand that this certification is required in connection with
certain securities laws in the United States of America. If administrative or
legal proceedings are commenced or threatened in connection with which this
certification is or would be relevant, we irrevocably authorize you to produce
this certification or a copy thereof to any interested party in such
proceedings.


 


	
  Dated:

  	
  By:

  



 


D-1





















 


EXHIBIT E


SERIES B1 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 B1
Floating Rate Secured Notes (the “Offered Notes”)
issued pursuant to the Series B1 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 B1 SUPPLEMENT


 


SCHEDULES OF MINIMUM TARGETED PRINCIPAL BALANCES

AND SCHEDULED TARGETED PRINCIPAL BALANCES


 




	
  Payment Date

  	
   

  	
  Series B1 Scheduled

  Targeted Principal Balances

  	
   

  
	
  8/15/2005

  	
   

  	
  28,119,784

  	
   

  
	
  9/15/2005

  	
   

  	
  27,962,690

  	
   

  
	
  10/15/2005

  	
   

  	
  27,805,596

  	
   

  
	
  11/15/2005

  	
   

  	
  27,648,503

  	
   

  
	
  12/15/2005

  	
   

  	
  27,491,409

  	
   

  
	
  1/15/2006

  	
   

  	
  27,334,315

  	
   

  
	
  2/15/2006

  	
   

  	
  27,177,221

  	
   

  
	
  3/15/2006

  	
   

  	
  27,020,128

  	
   

  
	
  4/15/2006

  	
   

  	
  26,863,034

  	
   

  
	
  5/15/2006

  	
   

  	
  26,705,940

  	
   

  
	
  6/15/2006

  	
   

  	
  26,548,846

  	
   

  
	
  7/15/2006

  	
   

  	
  26,391,753

  	
   

  
	
  8/15/2006

  	
   

  	
  26,234,659

  	
   

  
	
  9/15/2006

  	
   

  	
  26,077,565

  	
   

  
	
  10/15/2006

  	
   

  	
  25,920,471

  	
   

  
	
  11/15/2006

  	
   

  	
  25,763,378

  	
   

  
	
  12/15/2006

  	
   

  	
  25,606,284

  	
   

  
	
  1/15/2007

  	
   

  	
  25,449,190

  	
   

  
	
  2/15/2007

  	
   

  	
  25,292,096

  	
   

  
	
  3/15/2007

  	
   

  	
  25,135,002

  	
   

  
	
  4/15/2007

  	
   

  	
  24,977,909

  	
   

  
	
  5/15/2007

  	
   

  	
  24,820,815

  	
   

  
	
  6/15/2007

  	
   

  	
  24,663,721

  	
   

  
	
  7/15/2007

  	
   

  	
  24,506,627

  	
   

  
	
  8/15/2007

  	
   

  	
  24,349,534

  	
   

  
	
  9/15/2007

  	
   

  	
  24,192,440

  	
   

  
	
  10/15/2007

  	
   

  	
  24,035,346

  	
   

  
	
  11/15/2007

  	
   

  	
  23,878,252

  	
   

  
	
  12/15/2007

  	
   

  	
  23,721,159

  	
   

  
	
  1/15/2008

  	
   

  	
  23,564,065

  	
   

  
	
  2/15/2008

  	
   

  	
  23,406,971

  	
   

  
	
  3/15/2008

  	
   

  	
  23,249,877

  	
   

  
	
  4/15/2008

  	
   

  	
  23,092,784

  	
   

  
	
  5/15/2008

  	
   

  	
  22,935,690

  	
   

  
	
  6/15/2008

  	
   

  	
  22,778,596

  	
   

  
	
  7/15/2008

  	
   

  	
  22,621,502

  	
   

  
	
  8/15/2008

  	
   

  	
  22,464,408

  	
   

  
	
  9/15/2008

  	
   

  	
  22,307,315

  	
   

  
	
  10/15/2008

  	
   

  	
  22,150,221

  	
   

  
	
  11/15/2008

  	
   

  	
  21,993,127

  	
   

  
	
  12/15/2008

  	
   

  	
  21,836,033

  	
   

  
	
  1/15/2009

  	
   

  	
  21,678,940

  	
   

  
	
  2/15/2009

  	
   

  	
  21,521,846

  	
   

  
	
  3/15/2009

  	
   

  	
  21,364,752

  	
   

  






 


i





















 




	
  Payment Date

  	
   

  	
  Series B1 Scheduled

  Targeted Principal Balances

  	
   

  
	
  4/15/2009

  	
   

  	
  21,207,658

  	
   

  
	
  5/15/2009

  	
   

  	
  21,050,565

  	
   

  
	
  6/15/2009

  	
   

  	
  20,893,471

  	
   

  
	
  7/15/2009

  	
   

  	
  20,736,377

  	
   

  
	
  8/15/2009

  	
   

  	
  20,579,283

  	
   

  
	
  9/15/2009

  	
   

  	
  20,422,189

  	
   

  
	
  10/15/2009

  	
   

  	
  20,265,096

  	
   

  
	
  11/15/2009

  	
   

  	
  20,108,002

  	
   

  
	
  12/15/2009

  	
   

  	
  19,950,908

  	
   

  
	
  1/15/2010

  	
   

  	
  19,793,814

  	
   

  
	
  2/15/2010

  	
   

  	
  19,636,721

  	
   

  
	
  3/15/2010

  	
   

  	
  19,479,627

  	
   

  
	
  4/15/2010

  	
   

  	
  19,322,533

  	
   

  
	
  5/15/2010

  	
   

  	
  19,165,439

  	
   

  
	
  6/15/2010

  	
   

  	
  19,008,346

  	
   

  
	
  7/15/2010

  	
   

  	
  18,851,252

  	
   

  
	
  8/15/2010

  	
   

  	
  18,694,158

  	
   

  
	
  9/15/2010

  	
   

  	
  18,537,064

  	
   

  
	
  10/15/2010

  	
   

  	
  18,379,971

  	
   

  
	
  11/15/2010

  	
   

  	
  18,222,877

  	
   

  
	
  12/15/2010

  	
   

  	
  18,065,783

  	
   

  
	
  1/15/2011

  	
   

  	
  17,908,689

  	
   

  
	
  2/15/2011

  	
   

  	
  17,751,595

  	
   

  
	
  3/15/2011

  	
   

  	
  17,594,502

  	
   

  
	
  4/15/2011

  	
   

  	
  17,437,408

  	
   

  
	
  5/15/2011

  	
   

  	
  17,280,314

  	
   

  
	
  6/15/2011

  	
   

  	
  17,123,220

  	
   

  
	
  7/15/2011

  	
   

  	
  16,966,127

  	
   

  
	
  8/15/2011

  	
   

  	
  16,809,033

  	
   

  
	
  9/15/2011

  	
   

  	
  16,651,939

  	
   

  
	
  10/15/2011

  	
   

  	
  16,494,845

  	
   

  
	
  11/15/2011

  	
   

  	
  16,337,752

  	
   

  
	
  12/15/2011

  	
   

  	
  16,180,658

  	
   

  
	
  1/15/2011

  	
   

  	
  16,023,564

  	
   

  
	
  2/15/2012

  	
   

  	
  15,866,470

  	
   

  
	
  3/15/2012

  	
   

  	
  15,709,377

  	
   

  
	
  4/15/2012

  	
   

  	
  15,552,283

  	
   

  
	
  5/15/2012

  	
   

  	
  15,395,189

  	
   

  
	
  6/15/2012

  	
   

  	
  15,238,095

  	
   

  
	
  7/15/2012

  	
   

  	
  15,081,001

  	
   

  
	
  8/15/2012

  	
   

  	
  14,923,908

  	
   

  
	
  9/15/2012

  	
   

  	
  14,766,814

  	
   

  
	
  10/15/2012

  	
   

  	
  14,609,720

  	
   

  
	
  11/15/2012

  	
   

  	
  14,452,626

  	
   

  
	
  12/15/2012

  	
   

  	
  14,295,533

  	
   

  
	
  1/15/2013

  	
   

  	
  14,138,439

  	
   

  
	
  2/15/2013

  	
   

  	
  13,981,345

  	
   

  
	
  3/15/2013

  	
   

  	
  13,824,251

  	
   

  
	
  4/15/2013

  	
   

  	
  13,667,158

  	
   

  
	
  5/15/2013

  	
   

  	
  13,510,064

  	
   

  
	
  6/15/2013

  	
   

  	
  13,352,970

  	
   

  
	
  7/15/2013

  	
   

  	
  13,195,876

  	
   

  






 


ii





















 




	
  Payment Date

  	
   

  	
  Series B1 Scheduled

  Targeted Principal Balances

  	
   

  
	
  8/15/2013

  	
   

  	
  13,038,783

  	
   

  
	
  9/15/2013

  	
   

  	
  12,881,689

  	
   

  
	
  10/15/2013

  	
   

  	
  12,724,595

  	
   

  
	
  11/15/2013

  	
   

  	
  12,567,501

  	
   

  
	
  12/15/2013

  	
   

  	
  12,410,407

  	
   

  
	
  1/15/2014

  	
   

  	
  12,253,314

  	
   

  
	
  2/15/2014

  	
   

  	
  12,096,220

  	
   

  
	
  3/15/2014

  	
   

  	
  11,939,126

  	
   

  
	
  4/15/2014

  	
   

  	
  11,782,032

  	
   

  
	
  5/15/2014

  	
   

  	
  11,624,939

  	
   

  
	
  6/15/2014

  	
   

  	
  11,467,845

  	
   

  
	
  7/15/2014

  	
   

  	
  11,310,751

  	
   

  
	
  8/15/2014

  	
   

  	
  11,153,657

  	
   

  
	
  9/15/2014

  	
   

  	
  10,996,564

  	
   

  
	
  10/15/2014

  	
   

  	
  10,839,470

  	
   

  
	
  11/15/2014

  	
   

  	
  10,682,376

  	
   

  
	
  12/15/2014

  	
   

  	
  10,525,282

  	
   

  
	
  1/15/2015

  	
   

  	
  10,368,189

  	
   

  
	
  2/15/2015

  	
   

  	
  10,211,095

  	
   

  
	
  3/15/2015

  	
   

  	
  10,054,001

  	
   

  
	
  4/15/2015

  	
   

  	
  9,896,907

  	
   

  
	
  5/15/2015

  	
   

  	
  9,739,813

  	
   

  
	
  6/15/2015

  	
   

  	
  9,582,720

  	
   

  
	
  7/15/2015

  	
   

  	
  9,425,626

  	
   

  
	
  8/15/2015

  	
   

  	
  9,268,532

  	
   

  
	
  9/15/2015

  	
   

  	
  9,111,438

  	
   

  
	
  10/15/2015

  	
   

  	
  8,954,345

  	
   

  
	
  11/15/2015

  	
   

  	
  8,797,251

  	
   

  
	
  12/15/2015

  	
   

  	
  8,640,157

  	
   

  
	
  1/15/2016

  	
   

  	
  8,483,063

  	
   

  
	
  2/15/2016

  	
   

  	
  8,325,970

  	
   

  
	
  3/15/2016

  	
   

  	
  8,168,876

  	
   

  
	
  4/15/2016

  	
   

  	
  8,011,782

  	
   

  
	
  5/15/2016

  	
   

  	
  7,854,688

  	
   

  
	
  6/15/2016

  	
   

  	
  7,697,595

  	
   

  
	
  7/15/2016

  	
   

  	
  7,540,501

  	
   

  
	
  8/15/2016

  	
   

  	
  7,383,407

  	
   

  
	
  9/15/2016

  	
   

  	
  7,226,313

  	
   

  
	
  10/15/2016

  	
   

  	
  7,069,219

  	
   

  
	
  11/15/2016

  	
   

  	
  6,912,126

  	
   

  
	
  12/15/2016

  	
   

  	
  6,755,032

  	
   

  
	
  1/15/2017

  	
   

  	
  6,597,938

  	
   

  
	
  2/15/2017

  	
   

  	
  6,440,844

  	
   

  
	
  3/15/2017

  	
   

  	
  6,283,751

  	
   

  
	
  4/15/2017

  	
   

  	
  6,126,657

  	
   

  
	
  5/15/2017

  	
   

  	
  5,969,563

  	
   

  
	
  6/15/2017

  	
   

  	
  5,812,469

  	
   

  
	
  7/15/2017

  	
   

  	
  5,655,376

  	
   

  
	
  8/15/2017

  	
   

  	
  5,498,282

  	
   

  
	
  9/15/2017

  	
   

  	
  5,341,188

  	
   

  
	
  10/15/2017

  	
   

  	
  5,184,094

  	
   

  
	
  11/15/2017

  	
   

  	
  5,027,000

  	
   

  






 


iii





















 




	
  Payment Date

  	
   

  	
  Series B1 Scheduled

  Targeted Principal Balances

  	
   

  
	
  12/15/2017

  	
   

  	
  4,869,907

  	
   

  
	
  1/15/2018

  	
   

  	
  4,712,813

  	
   

  
	
  2/15/2018

  	
   

  	
  4,555,719

  	
   

  
	
  3/15/2018

  	
   

  	
  4,398,625

  	
   

  
	
  4/15/2018

  	
   

  	
  4,241,532

  	
   

  
	
  5/15/2018

  	
   

  	
  4,084,438

  	
   

  
	
  6/15/2018

  	
   

  	
  3,927,344

  	
   

  
	
  7/15/2018

  	
   

  	
  1,868,867

  	
   

  
	
  8/15/2018

  	
   

  	
  1,790,998

  	
   

  
	
  9/15/2018

  	
   

  	
  1,713,128

  	
   

  
	
  10/15/2018

  	
   

  	
  1,635,259

  	
   

  
	
  11/15/2018

  	
   

  	
  1,557,390

  	
   

  
	
  12/15/2018

  	
   

  	
  1,479,520

  	
   

  
	
  1/15/2019

  	
   

  	
  1,401,651

  	
   

  
	
  2/15/2019

  	
   

  	
  1,323,781

  	
   

  
	
  3/15/2019

  	
   

  	
  1,245,912

  	
   

  
	
  4/15/2019

  	
   

  	
  1,168,042

  	
   

  
	
  5/15/2019

  	
   

  	
  1,090,173

  	
   

  
	
  6/15/2019

  	
   

  	
  1,012,303

  	
   

  
	
  7/15/2019

  	
   

  	
  934,434

  	
   

  
	
  8/15/2019

  	
   

  	
  856,564

  	
   

  
	
  9/15/2019

  	
   

  	
  778,695

  	
   

  
	
  10/15/2019

  	
   

  	
  700,825

  	
   

  
	
  11/15/2019

  	
   

  	
  622,956

  	
   

  
	
  12/15/2019

  	
   

  	
  545,086

  	
   

  
	
  1/15/2020

  	
   

  	
  467,217

  	
   

  
	
  2/15/2020

  	
   

  	
  389,347

  	
   

  
	
  3/15/2020

  	
   

  	
  311,478

  	
   

  
	
  4/15/2020

  	
   

  	
  233,608

  	
   

  
	
  5/15/2020

  	
   

  	
  155,739

  	
   

  
	
  6/15/2020

  	
   

  	
  77,869

  	
   

  






 


iv