Exhibit 10.43


 


EXECUTION COPY


 


REDACTED COPY


Portions
of this Exhibit 10.43 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 B2 SUPPLEMENT


 


Dated as of August 9, 2005


 


to


 


INDENTURE


 


Dated as of August 9, 2005


 










 


SERIES B2 NOTES


 


 




 
























 


TABLE OF CONTENTS


 


	
  ARTICLE I

  
	
   

  	
   

  	
   

  
	
  DEFINITIONS;
  CALCULATION GUIDELINES

  
	
   

  	
   

  	
   

  
	
  Section 1.01

  	
  Definitions

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE II

  
	
   

  	
   

  	
   

  
	
  CREATION
  OF THE SERIES B2 NOTES

  
	
   

  	
   

  	
   

  
	
  Section 2.01

  	
  Designation

  	
   

  
	
  Section 2.02

  	
  Authentication and Delivery

  	
   

  
	
  Section 2.03

  	
  Loans under the Series B2 Notes

  	
   

  
	
  Section 2.04

  	
  Interest Payments; Commitment Fee

  	
   

  
	
  Section 2.05

  	
  Payments of Principal

  	
   

  
	
  Section 2.06

  	
  Series B2 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
  B2 SERIES ACCOUNT AND ALLOCATION AND

  APPLICATION OF AMOUNTS THEREIN

  
	
   

  	
   

  	
   

  
	
  Section 3.01

  	
  Series B2 Series Account

  	
   

  
	
  Section 3.02

  	
  Distributions from Series B2
  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

  	
   

  



 


i





















 


	
  Section 5.02

  	
  Representations and Warranties

  	
   

  
	
  Section 5.03

  	
  Covenants

  	
   

  
	
   

  	
   

  	
   

  
	
  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 B2 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 B2 Scheduled Targeted
  Principal Balance by Payment Date

  	
   

  
	
  SCHEDULE 2

  	
  Commitments of Series B2
  Noteholders

  	
   

  
				



 


ii





















 


SERIES
B2 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 B2 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 B2 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 B2 Note Purchase Agreement,
pursuant to which the transferee of a Series B2 Note agrees to make Series B2
Loans to the extent of the Unused Commitment allocable to the Series B2
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 B2
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 B2
Notes, July 31, 2007.


 


“CP Noteholder” means any Series B2
Noteholder that will fund or maintain its Loans and its holding of its Series B2
Note with the issuance of Commercial Paper Notes.


 


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


 


“Eligible Transferee” means any of the
following (i) an Affiliate
of a Series B2 Noteholder, or (ii) any other then existing Series B2
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 Loans to WEST up to the Unused Commitment in respect of the Series B2
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 B2 Noteholder, any of the following: (i) a
determination by a Series B2 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 B2 Loan for such
Interest Accrual Period; (ii) a determination by a Series B2
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 B2 Noteholder of making, funding or maintaining any Series B2
Loan for such Interest Accrual Period; or (iii) the inability of a Series B2
Noteholder to obtain Dollars in the London interbank market to make, fund or
maintain any Series B2 Loan for such Interest Accrual Period.


 


“Eurodollar Reserve Percentage” means, with
respect to any Series B2 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 B2 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 Capital Corp.


 


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


 


“Funding Date Engine” shall have the
meaning specified in the Series B2 Note Purchase and Loan Agreement.


 


“Funding Request” shall have the meaning
specified in the Series B2 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 B2 Noteholders pursuant to Sections
2.08, 2.09, 2.10 and 2.11 hereof and Article VII of the Series B2
Note Purchase Agreement.


 


“Initial Purchasers” means Fortis and HSH,
as the purchasers of the Series B2 Notes in the Series B2 Note
Purchase Agreement.


 


“Issuance Expenses” shall mean (a) the
commission payable to the Initial Purchasers in respect of the issuance of the Series B2
Notes and the fees payable to the Structuring Agent and the Co-Structuring
Agent that are calculated with respect to the Outstanding Principal Balance pf
the Series B2 Notes and (b) the portion of the expenses of the
Initial Purchasers, Structuring Agent and the Co-Structuring Agents that are
allocable to the Series B2 Notes, as agreed by WEST and such parties.


 


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


 


“Majority of Holders” means, with respect
to the Series B2 Notes as of any date of determination, Series B2
Noteholders that, individually or in the aggregate, own Series B2 Notes
representing more than fifty percent (50%) of the Maximum Commitment or, if a
Conversion Event shall have occurred, then aggregate Series B2 Note
Principal Balance.


 


“Maximum Commitment” shall mean (a), for
all Series B2 Noteholders, $13,558,400 in the aggregate, which amount may
be increased up to $21,428,521 as provided in Section 2.03(d) hereof
and the Series B2 Note Purchase Agreement, and (b), for each Series B2
Noteholder, the amount set forth opposite the name of such Series B2
Noteholder in Schedule 2 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.


 


“Noteholder Indemnified Amounts” shall
mean (i) all Increased Costs of the Series B2 Noteholders and (ii) all
indemnification payments owing by WEST to the Series B2 Noteholders
pursuant to Section 7.01 of the Series B2 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 B2
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 B2
Notes, Fitch and Moody’s.


 


“Redemption Price” shall mean the
Outstanding Principal Balance of the Series B2 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 B2 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 B2 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 “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 B1 Loan” means, individually
or in the aggregate, a loan to WEST by the holder or holders of Series B1
Notes pursuant to the Series B1 Supplement and the Series B1 Note
Purchase Agreement.


 


“Series B1 Note Purchase Agreement”
means the Series B1 Note Purchase and Loan Agreement dated as of August    ,
2005, among WEST, Willis and the Series B1 Noteholders, the same may be
amended, modified or supplemented from time to time in accordance with its
terms.


 


4





















 


“Series B1 Noteholders” means, on the
Closing Date, Fortis and HSH and, at anytime of determination thereafter, any
person in whose name a Series B1 Note is registered in the Register.


 


“Series B1 Supplement” means the Series B1
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 B2 Additional Interest” means
interest at the Series B2 Base Rate on the aggregate amount of any unpaid
interest (including any unpaid portion of any Series B2 Base Interest
Amount, Series B2 Conversion Step-Up Interest Amount, Series B2
Supplemental Interest Amount and Additional Interest Amount) and the other
amounts described in Section 2.04(c) hereof.


 


“Series B2 Additional Interest Amount”
means, for any Payment Date, an amount equal to the Series B2 Additional
Interest on the aggregate amount of unpaid interest (including any unpaid
portion of any Series B2 Base Interest Amount, Series B2 Conversion
Step-Up Interest Amount, Series B2 Supplemental Interest Amount, and the Series B2
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 B2
Notes on any prior Payment Date.  The Series B2
Additional Interest Amount constitutes the Additional Interest Amount for the Series B2
Notes for purposes of Sections 3.12 and 3.13 of the Indenture.


 


“Series B2 Base Interest Amount”
means, for any Payment Date, an amount equal to the accrued and unpaid interest
at the Series B2 Base Interest Rate on the Outstanding Principal Balance
of the Series B2 Notes for the Interest Accrual Period ending on such
Payment Date.  The Series B2 Base
Interest Amount constitutes the Base Interest Amount for the Series B2
Notes for purposes of Sections 3.12 and 3.13 of the Indenture.


 


 “Series B2
Base Interest Rate” means, for each Series B2 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 B2 Loan for such
Interest Accrual Period and (ii) three percent (3.00%) 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 B2
Loan if (a) on or before the first day of such Interest Accrual Period an
affected Series B2 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 B2 Loan on the first day of
such Interest Accrual Period is less than Five Million Dollars ($5,000,000).


 


“Series B2 Commitment Fee” shall mean
the Commitment Fee payable to the Series B2 Noteholders pursuant to this
Supplement.


 


“Series B2
Commitment Fee Amount” means, for any Payment Date, an amount
equal to the accrued and unpaid Commitment Fee at the Series B2 Commitment
Fee Rate on the Maximum Commitment during the Interest Accrual Period ending on
(but excluding) such 


 


5





















 


Payment Date.  The Series B2
Commitment Fee Amount constitutes the Commitment Fee for the Series B2
Notes for purposes of Sections 3.12 and 3.13 of the Indenture.


 


“Series B2 Commitment Fee Rate”
means, for each Interest Accrual Period *** per annum.


 


“Series B2 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 B2 Notes, an amount equal to
the accrued and unpaid interest at the Series B2 Conversion Step-Up
Interest Rate on the Outstanding Principal Balance of the Series B2 Notes
for the Interest Accrual Period ending on (but excluding) such Payment
Date.  The Series B2 Conversion
Step-Up Interest Amount constitutes the Conversion Step-Up Interest Amount for
the Series B2 Notes for purposes of Sections 3.12 and 3.13 of the
Indenture.


 


“Series B2 Conversion Step-Up Interest Rate”
means, for each Interest Accrual Period, one quarter of one percent (.25%) per
annum.


 


“Series B2 Definitive Notes” means Series B2
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 B2 Expected Final Payment Date”
means July 15, 2020.


 


“Series B2 Final Maturity Date” means
August 15, 2030.


 


“Series B2 Increased Costs” means,
for any Interest Accrual Period, (a) the aggregate amount payable to all Series B2
Noteholders pursuant to Sections, 2.08, 2.09, 2.10 and 2.11 of this Agreement
and Section 7.1 of the Series B2 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.


 


“Series B2 Interest Amount” means,
for any Payment Date, an amount equal to the sum of the Series B2 Base
Interest Amount, the Series B2 Conversion Step-Up Interest Amount, the Series B2
Supplemental Interest and the Series B2 Additional Interest Amount due and
payable on the Series B2 Notes on such Payment Date.


 


“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 this Supplement and the Series B2 Note Purchase Agreement.


 


“Series B2 Noteholder” means,
initially, the Initial Purchasers and, at any time of determination for the Series B2
Notes thereafter, any person in whose name a Series B2 Note is registered
in the Register.


 


“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 Initial Purchasers.


 










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


 


6





















 


“Series B2 Notes” means the Series of
Notes designated as the “Willis Engine Securitization Trust Series B2
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 B2 144A Book Entry Notes”
means Series B2 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 B2 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 B2 Supplemental 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 B2
Supplemental Rate on the Outstanding Principal Balance of the Series B2
Notes on such date.  The Series B2
Supplemental Interest Amount constitutes the Supplemental Interest Amount for
the Series B2 Notes for purposes of Sections 3.12 and 3.13 of the Indenture.


 


“Series B2 Supplemental Rate” means,
for each Interest Accrual Period, 3.00% per annum.


 


“Series B2 Supplement” or “Supplement” means this Supplement, as
amended, modified or supplemented from time to time in accordance with the
terms of this Supplement.


 


“Series B2 Supplemental Principal Payment Amount”
means, for the Series B2 Notes on any Payment Date, the amount of a Series B
Supplemental Principal Payment Amount allocated and paid to the holders of the Series B2
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 B2 Transaction Documents”
means any and all of this Supplement, the Series B2 Notes and the Series B2
Note Purchase Agreement, as any of the foregoing may from time to time be
amended, modified, supplemented or renewed.


 


“Series Issuance Date” means, for the
Series B2 Notes, August 9, 2005


 


“Specified Period” means, for the Series B2
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.


 


7





















 


ARTICLE II




CREATION OF THE SERIES B2
NOTES


 


Section 2.01                                Designation.  (a)  There is hereby created a Series of
Series B Warehouse Notes to be issued pursuant to the Indenture and this
Supplement and to be known as the “Willis Engine Securitization Trust Series B2
Floating Rate Secured Notes,” referred to herein as the “Series B2 Notes.”  The Series B2 Notes will be issued with
aggregate Maximum Principal Balances in the amount of $13,558,400 (which
aggregate Maximum Principal Balances may be increased up to $21,428,521
pursuant to Section 2.03(d) hereof) 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 Section 3.14 of the
Indenture.  The Series Issuance Date
of the Series B2 Notes is August 9, 2005.  The Series B2 Notes are classified as “Warehouse
Notes,” “Series B Warehouse Notes,” “Series B Notes” and “Floating
Rate Notes,” as each such term is used in the Indenture.  The Series B2 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 B2 Notes shall be on September 15,
2005.


 


(c)                                  Payments
of principal on the Series B2 Notes shall be payable from funds on deposit
in the Series B2 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 the Scheduled Principal Payment Amounts
for the Series B2 Notes shall be calculated on the date on which a
Conversion Event occurs in accordance with the terms of the Indenture ans Section 2.05
of this Supplement.


 


(d)                                 WEST
shall pay Issuance Expenses out of the proceeds of the Series B2 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 B2 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 B2 Notes to the Series B2
Noteholders in accordance with such written directions.


 


(b)                                 The
Series B2 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 B2 Note
Purchase Agreement.


 


8





















 


(c)                                  The
Series 2005-1 Notes shall be represented by one or more Definitive Notes
issued to the Series B2 Noteholders until the occurrence of a Conversion
Event.  After the occurrence of a
Conversion Event, any Series B2 Noteholder that is a QIB may exchange its
Definitive Note for an interest in a Series B2 144A Book Entry Note in
accordance with the requirements of the Indenture.


 


(d)                                 The
Series B2 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 B2 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 B2
Notes.  (a)  WEST shall have the
right, pursuant to this Supplement and the Series B2 Note Purchase
Agreement, to borrow Loans from the Series B2 Noteholders, and each Series B2
Noteholders has severally agreed, pursuant to the Series B2 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 B2 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 B2 Note Purchase Agreement. 
Each such Loan shall increase the Outstanding Principal Balance of the Series B2
Notes held by such Series B2 Noteholder. 
The Indenture Trustee shall maintain a record of all Loans and
repayments made on the Series B2 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 B2
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 


 


9





















 


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 B2
Notes and the aggregate Maximum Commitments of the Series B2 Noteholders
to an amount greater than $13,558,400 but not in excess of $21,428,521, subject
to the receipt of (i) the prior written consent of all of the Series B2
Noteholders and (ii) a Rating Agency Confirmation, provided that, as a condition of any such
increase, the Maximum Principal Balances of the Series A2 Notes and the
Maximum Commitments of the Series A2 Noteholders shall be increased by a
proportionate amount, such increase to be made as provided in the Series A2
Supplement and the Series A2 Note Purchase Agreement.  Any increase pursuant to the preceding
sentence shall be applied to increase the Maximum Principal Balances of the
individual Series B2 Notes and the Maximum Commitments of the Series B2
Noteholders proportionately to the Maximum Principal Balances of the Series B2
Notes held by the Series B2 Noteholders immediately prior to such
increase, and such increases shall be deemed to occur without any Series B2
Noteholder having to surrender its Series B2 Notes in exchange for a new Series B2
Note reflecting the increased Maximum Principal Balance.


 


(e)                                  WEST
may, on any Payment Date upon at least five Business Days’ notice to the Series B2
Noteholders, terminate in whole or reduce in part the aggregate Maximum
Commitments of the Series B2 Noteholders and the Maximum Principal
Balances of the Series B2 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 B2 Notes; provided
that any partial reduction of the aggregate Maximum Commitments of the Series B2
Noteholders and the Maximum Principal Balances of the Series B2 Notes (i) shall
be applied pro rata to the individual Maximum Commitments of the Series B2
Noteholders and the Maximum Principal Balances of the Series B2 Notes,
respectively, and (ii) shall be accompanied by a proportionate partial
reduction (based on the ratio of the Maximum Commitments of such Series prior
to such reduction) of the aggregate Maximum Commitments of the Series A2
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 B2
Noteholder having to surrender its Series B2 Notes in exchange for a new Series B2
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 B2 Noteholders to make Loans and
repay the Outstanding Principal Balance of the Series B2 Notes for the
Redemption Price, upon (a) at least five (5) Business Days’ prior
written notice to each Series B2 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 B2
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 B2 Noteholder under this Agreement, the Supplement and the
Indenture and (c) the simultaneous termination of the commitments of the Series B1
Noteholders and the payment in full of all amounts owing with respect to the Series B1
Notes.


 


(g)                                 If
any Series B2 Noteholder shall default on its obligation to make a Loan on
any Funding Date, one or more of the other Series B2 Noteholders may elect
(but shall not be 


 


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obligated) to make the Loan of the defaulting Series B2
Noteholder.  In such event, the Maximum
Principal Balance of the Series B2 Note held by the defaulting Series B2
Noteholder and the Maximum Commitment of the Series B2 Noteholder shall be
reduced by the amount of the Loan so made, and the Maximum Principal Balance of
the Series B2 Note held by the Series B2 Noteholder making such Loan
and the Maximum Commitment of such Series B2 Noteholder shall be increased
by the amount of such Loan.


 


(h)                                 Upon
the occurrence of a Conversion Event, (i) the right of WEST to borrow
under the Series B2 Notes shall terminate, (ii) Conversion Step-Up
Interest shall begin to accrue on the Outstanding Principal Balance of the Series B2
Notes as provided in Section 2.04(a), and (iii) the Outstanding
Principal Balance of the Series B2 Notes shall become payable as provided
in Section 2.05(a) and (b), provided,
however, that, if all of the Series B2 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 B2
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 B2 Noteholders representing 100% of the
Outstanding Principal Balance of the Series B2 Notes consent thereto.  The termination of any waiver pursuant to the
provisos in the preceding sentence shall be treated as the occurrence on the
date of such termination of the Conversion Event that was the subject of the
waiver.


 


Section 2.04                                Interest
Payments; Commitment Fee.  


 


(a)                                  Interest
on Series B2 Notes.  Interest
shall accrue (i) at the Series B2 Base Rate and the Series B2
Supplemental Interest Rate, each to be calculated separately, on the
Outstanding Principal Balance of each Series B2 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 B2 Base Rate, the Series B2
Supplemental Interest Rate and the Series B2 Conversion Step-Up Rate on
the Outstanding Principal Balance of each Series B2 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 B2 Base Interest Amount, the Series B2
Supplemental Interest Amount and the Series B2 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 B2
Base Interest Amount, the Series B2 Supplemental Interest Amount and the Series B2
Conversion Step-Up Interest Amount shall be due and payable on the earlier to
occur of (i) the date on which the Series B2 Notes have been
accelerated in accordance with the provisions of Section 4.02 of the
Indenture and (ii) the Series B2 Final Maturity Date.  On each Reference Date, the Indenture Trustee
shall promptly deliver a written notice to the Series B2 Noteholders
specifying the Series B2 Base Interest Rate for the related Interest
Accrual Period.


 


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(b)                                 Commitment
Fee on Series B2 Notes.  The Series B2
Commitment Fee shall accrue at the Series B2 Commitment Fee Rate on the
Unused Commitment of the Series B2 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 B2 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 B2 Base Interest Amount, Series B2
Supplemental Interest Amount, Series B2 Conversion Step-Up Interest Amount
or Series B2 Commitment Fee on any Series B2 Note when due, (ii) any
Series B2 Increased Costs or (iii) any other amount becoming due
under this Supplement (other than payments of principal on the Series B2
Notes), WEST shall, from time to time, pay Series B2 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 B2 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 B2 Additional
Interest shall be due and payable on the earlier to occur of (i) the date
on the Series B2 Notes have been accelerated in accordance with the
provisions of Section 4.02 of the Indenture and (ii) the Series B2
Final Maturity Date.


 


(d)                                 Maximum
Interest Rate.  In no event shall the
interest charged with respect to a Series B2 Note exceed the maximum
amount permitted by Applicable Law.  If
at any time the Series B2 Interest Amount charged with respect to the Series B2
Notes exceeds the maximum rate permitted by Applicable Law, the rate of
interest to accrue pursuant to this Supplement and such Series B2 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 B2 Note below the maximum amount permitted by
Applicable Law until the total amount of interest accrued on such Series B2
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 B2 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 B2
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 B2 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 B2
Notes out of the Series B 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 B2
Notes shall be treated as Warehouse Notes for purposes 


 


12





















 


of Section 3.14(b) of the Indenture and, on any Payment Date
on or after a Conversion Event, the Series B2 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 B2 Noteholders a schedule of
the Scheduled Targeted Principal Balances for the Series B2 Notes
substantially in the form of Schedule 1 attached hereto, calculated using
the Outstanding Principal Balance of the Series B2 Notes as of the close
of business on the date on which the Conversion Event occurs.  The first Payment Date in the schedule shall
be on the first Payment Date after the date on which a Conversion Event
occurs.  If the Series B2
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 B2
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 Scheduled Principal Payment
Amount calculated for the Series B2 Notes for each such Payment Date shall
be payable to the Holders of the Series B2 Notes on each such Payment Date
from amounts deposited in the Series B2 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 B2 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 B2 Notes shall be due and
payable on the earlier to occur of (i) the date on which the Series B2
Notes have been accelerated in accordance with the provisions of Section 4.02
of the Indenture and (ii) the Series B2 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 B2 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, provided
that, (i) as a condition to any such prepayment, the Outstanding Principal
Balance of the Series B1 Notes shall be prepaid by a proportionate amount,
such prepayment to be made as provided in the Series B1 Supplement, and (ii) as
a condition to any such prepayment in part on a date on which an Early
Amortization Event is continuing, the Outstanding Principal Balance of each
other Series of Notes shall be prepaid in a proportionate amount, such
prepayments to be made as provided in the relevant Supplements.  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 B2 Series Account or the Senior Restricted Cash
Account, provided that funds in such Accounts may be used to fund a 


 


13





















 


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 B2 Notes in accordance with Section 3.15(b) of
the Indenture shall be applied to the prepayment of the Series B2 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
Scheduled Targeted Principal Balances for the Series B2 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.


 


Section 2.06                                Series B2
Final Maturity Date.  The unpaid
principal amount of the Series B2 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 B2 Transaction Documents
shall be due and payable in full on the earlier to occur of (i) the date
on which the Series B2 Notes have been accelerated in accordance with the
provisions of Section 4.02 of the Indenture and (ii) the Series B2
Final Maturity Date.


 


Section 2.07                                Manner
of Payments.  All payments of
principal and interest on the Series B2 Notes payable on each Payment Date
shall be paid to the Series B2 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 B2 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 B2
Notes reflecting such change, there shall be an increase in the cost to a Series B2
Noteholder of making or maintaining any investment in the Series B2 Note
or any interest therein or of agreeing to purchase or invest in the Series B2
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 B2 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 B2 Noteholder.  In determining such amount, such Series B2
Noteholder may use any reasonable averaging and attribution methods, consistent
with the averaging and attribution methods generally used by such Series B2
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 B2 Increased Costs for the
Interest Accrual Period immediately succeeding the date on which such
certificate was delivered 


 


14





















 


(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 B2 Noteholders as part of the Series B2
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 B2 Notes affects or would affect the amount of capital
required or expected to be maintained by any Series B2 Noteholder, and
such Series B2 Noteholder determines that the amount of such capital is
increased as a result of (i) the existence of the Series B2
Noteholder’s agreement to make or maintain an investment in the Series B2
Notes or any interest therein and other similar agreements or facilities, or (ii) the
existence of any agreement by Series B2 Noteholders to make or maintain an
investment in the Series B2 Notes or any interest therein or to fund any
such investment and any other commitments of the same type, such Series B2
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 B2
Noteholder in light of such circumstances. 
In determining such amount, such Series B2 Noteholder may use any
reasonable averaging and attribution methods, consistent with the averaging and
attribution methods generally used by such Series B2 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 B2 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 B2 Noteholders as part of
the Series B2 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 B2 Notes or the Indenture by WEST or the Indenture Trustee to or
for the benefit of a Series B2 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, “Taxes”)
are required to be withheld from any amount payable to any Series B2
Noteholder hereunder, the amount so payable to such Series B2 Noteholder
shall be increased to the extent necessary to yield to such Series B2
Noteholder (after payment of all taxes, levies, imposts, duties, charges or
fees) the amount stated to be payable to such Series B2 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, 


 


15





















 


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 B2 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 B2
Noteholder; (ii) any taxes, levies, imposts, duties, charges or fees that
would not have been imposed but for the failure by such Series B2
Noteholder to provide and keep current any certification or other documentation
permitted by Applicable Law to be delivered by such Series B2 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 B2 Noteholder of the office through which the Series B2
Note or any interest hereunder is acquired, accounted for or booked as a result
of the sale, transfer or assignment by any Series B2 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 B2 Note or interest therein is acquired, accounted for or
booked; (iv) taxes measured by income, gross receipts, assets or capital
of any Series B2 Noteholder by the taxing authority of the jurisdiction
where such Series B2 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 B2 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 B2 Noteholder as a
result of payments not related to this Agreement; and (vi) any withholding
tax with respect to any Series B2 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 B2
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 B2
Noteholder, such Series B2 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 B2
Noteholder; provided, however, that for purposes of reimbursing WEST, such Series B2
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 B2 Noteholder as if such Series B2 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 B2 Noteholder agrees that, with respect to all Federal,
state and local income taxes, it will treat the Series B2 Note as
indebtedness.


 


(c)                                  Any
Section 2.10(a) Amounts payable to a Series B2 Noteholder
hereunder shall be included in the Series B2 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 B2 Noteholders as part of the Series B2 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.


 


16





















 


(d)                                 Each
Series B2 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 B2 Noteholders against
any reasonable loss, cost or expense incurred by the Series B2
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 B2
Noteholders to fund or maintain such Loan during such Interest Accrual
Period.  The Indenture Trustee shall pay
any amounts due under this Section 2.11 to the Series B Noteholders
as part of the Series B2 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 B2 Notes to the Series B2 Noteholders
pursuant to the Series B2 Note Purchase Agreement and deliver such Series B2
Notes in accordance herewith and therewith. 
Thereafter, no Series B2 Note may be sold, transferred or otherwise
disposed of except in compliance with the provisions of the Indenture, this
Supplement and the Series B2 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 B2 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 B2
Note, in whole or in part, unless the transferee of such Series B2 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 B2
Note Purchase Agreement to make Loans in an amount equal to the excess of the
Maximum Principal Balance of the Series B2 Note being transferred at the
time of transfer over the Outstanding Principal Balance of such Series B2
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 B2
Noteholders.


 


ARTICLE III



SERIES B2
SERIES ACCOUNT AND ALLOCATION AND 

APPLICATION OF AMOUNTS THEREIN


 


Section 3.01                                Series B2 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 B2 Note is Outstanding, an Eligible Account which
shall be designated as the “Series B2 Series 


 


17





















 


Account,” which account shall be held in the name of the Indenture
Trustee for the benefit of the Series B2 Noteholders.  All deposits of funds by, or for the benefit
of, the Series B2 Noteholders from the Collections Account and the Senior
Restricted Cash Account shall be accumulated in, and withdrawn from, the Series B2
Series Account in accordance with the provisions of the Indenture and this
Supplement.


 


Section 3.02                                Distributions
from Series B2 Series Account. 
On each Payment Date, the Indenture Trustee shall distribute funds then
on deposit in the Series B2 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 B2 Note on the related Record Date, an amount
equal to its pro rata portion of
the Series B2 Base Interest Amount and Series B2 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 B2
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 B2
Notes on such Payment Date;


 


(iii)                               To each Holder of a Series B2
Note on the related Record Date, an amount equal to its pro rata portion of the Series B
Supplemental Principal Payment Amount (if any) then due and payable to the
Holders of the Series B2 Notes on such Payment Date until the Series B2
Note Principal Balance has been reduced to zero;


 


(iv)                              To
each Holder of a Series B2 Note on the related Record Date, an amount
equal to its pro rata portion of
the Series B2 Supplemental Interest Amount and any Series B2
Additional Interest Amount and Series B2 Conversion Step-Up Interest then
due and payable by WEST to the Series B2 Noteholders;


 


(v)                                 To
each Holder of a Series B2 Note, on a pro rata basis, an amount equal to
the Noteholder Indemnified Amounts owing to such Series B2 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 B2
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 B2 Note on the related Record Date, an amount
equal to its pro rata portion of
the Series B2 Base Interest Amount and Series B2 Commitment Fee
Amount, if any, for such Payment Date;


 


18





















 


(ii)                                  To each Holder of a Series B2 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 B2 Notes on such Payment Date;


 


(iii)                               To each Holder of a Series B2 Note
on the related Record Date, an amount equal to its pro rata
portion of the then unpaid principal balances of the Series B2 Notes then
Outstanding until the Outstanding Principal Balance of all Series B2 Notes
has been reduced to zero;


 


(iv)                              To each Holder of a Series B2 Note
on the related Record Date, an amount equal to its pro rata
portion of the Series B2 Supplemental Interest Amount, any Series B2
Additional Interest Amount and Series B2 Conversion Step-Up Interest Amount
then due and payable by WEST to the Series B2 Noteholders;


 


(v)                                 To each Holder of a Series B2 Note
on a pro rata basis, an amount equal to the Noteholder Indemnified Amounts
owing to such Series B2 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 B2 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 B2 Note
on the related Record Date, an amount equal to its pro rata
portion of the Series B2 Base Interest Amount and Series B2
Commitment Fee Amount, if any, for such Payment Date;


 


(ii)                                  To each Holder of a Series B2 Note
on the related Record Date, an amount equal to its pro rata
portion of the then unpaid principal balances of the Series B2 Notes then
Outstanding until the Series B2 Note Principal Balance has been reduced to
zero;


 


(iii)                               To each Holder of a Series B2 Note
on the related Record Date, an amount equal to its pro rata
portion of the Series B2 Supplemental Interest Amount, any Series B2
Additional Interest Amount and Series B2 Conversion Step-Up Interest
Amount then due and payable by WEST to the Series B2 Noteholders;


 


(iv)                              To each Holder of a Series B2 Note
on a pro rata basis, an amount equal to the Noteholder Indemnified Amounts
owing to such Series B2 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 B2 Series Account.


 


19





















 


ARTICLE IV



CONDITIONS TO ISSUANCE AND LOANS


 


Section 4.01                                Conditions to Issuance.  The Indenture Trustee shall
not authenticate the Series B2 Notes unless (a) all conditions to the
issuance of the Series B2 Notes under the Series B2 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 B2 Note Purchase Agreement shall have been satisfied.


 


Section 4.02                                Conditions to Loans.  The obligations of the Series B2
Noteholders to make Loans to WEST under this Supplement and the Series B2
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 B2
Note Purchase Agreement.


 


ARTICLE V



REPRESENTATIONS WARRANTIES AND COVENANTS


 


Section 5.01                                Indenture Representations and Warranties.  To induce the Series B2
Noteholders to purchase the Series B2 Notes hereunder and to make Loans
from time to time, WEST hereby makes to the Indenture Trustee for the benefit
of the Series B2 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 B2
Noteholders to purchase the Series B2 Notes hereunder and to make Loans
from time to time, WEST hereby makes to the Indenture Trustee for the benefit
of the Series B2 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 B2
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 B2 Transaction Documents.  The
execution, delivery and performance by WEST of this Supplement and the other Series B2
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 


 


20





















 


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 B2 Transaction Document to which WEST is a party, when duly
executed and delivered, will be, legal, valid and binding obligations of WEST,
enforceable against WEST in accordance with their respective terms, except as
enforceability may be limited by bankruptcy, insolvency or other similar laws
of general application affecting the enforcement of creditors’ rights or by
general principles of equity limiting the availability of equitable remedies.


 


Section 5.03                                Covenants.  To induce the Series B2
Noteholders to purchase the Series B2 Notes hereunder and to make Loans
from time to time, WEST hereby covenants with the Indenture Trustee for the
benefit of the Series B2 Noteholders as follows:


 


(a)                                  Issuance of Series of Additional
Notes.  In
addition to the conditions precendent 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 B2
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 than 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 Amounts owing on or prior to the Issuance Date on
the Series B2 Notes shall have been paid in full as of 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.


 


21





















 


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 B2
Notes.


 


Section 6.05                                Statutory References.  References in this Supplement
and any other Series B2 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 B2
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 B2 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 B2 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 B2 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 B2 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 B2 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

  
	
   

  	
   

  



 


1





















 


EXHIBIT A


SERIES B2 SUPPLEMENT


 


FORM OF SERIES B2 NOTE


 


WILLIS ENGINE SECURITIZATION TRUST

SERIES B2 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 B2 Supplement, dated as of August    , 2005
(as amended, restated or otherwise modified from time to time, the “Series B2
Supplement”), each between WEST and Deutsche Bank Trust Company Americas, as
indenture trustee (the “Indenture Trustee”), and (ii) interest on the
outstanding principal amount of this Series B2 Note on the dates and in
the amounts set forth in the Indenture and the Series B2 Supplement.  Capitalized terms not otherwise defined
herein will have the meaning set forth in the Indenture and the Series B2
Supplement.


 


Payment
of the principal of, interest on and Increased Costs for this Series B2
Note shall be made in lawful money of the United States of America which at the
time of payment is legal tender for payment of public and private debts. The
principal balance of, and interest on this Series B2 Note and any
Increased Costs are payable at the times and in the amounts set forth in the
Indenture and the Series B2 Supplement by wire transfer of immediately
available funds to the account designated by the Holder of record on the
related Record Date.


 


This Series B2
Note is one of the authorized notes identified in the title hereto and issued
in the aggregate Maximum Principal Balance of Thirteen Million Five Hundred
Fifty-Eight Thousand Four Hundred Dollars ($13,558,400) pursuant to the
Indenture and the Series B2 Supplement, provided that the aggregate
Maximum Principal Balance of the Series B2 Notes may be increased up to Twenty-One
Million Four Hundred Twenty-Eight Thousand Five Hundred Twenty-One Dollars ($21,428,521)
as provided in the Indenture and the Series B2 Supplement.


 


The Series B2
Notes shall be an obligation of WEST and shall be secured by the Collateral,
all as defined in, and subject to limitations set forth in, the Indenture.


 


This Series B2
Note is transferable as provided in the Indenture and the Series B2
Supplement, subject to certain limitations therein contained, only upon the
books for registration 


 


A-1





















 


and transfer kept by the
Indenture Trustee, and only upon surrender of this Series B2 Note for
transfer to the Indenture Trustee duly endorsed by, or accompanied by a written
instrument of transfer and an assumption of the obligation of the transferor to
make Loans in form reasonably satisfactory to the Indenture Trustee duly executed
by, the registered Holder hereof or his attorney duly authorized in
writing.  The Indenture Trustee shall not
recognize any transfer of this Series B2 Note unless the transferee meets
the requirements for an Eligible Transferee in the Series B2 Supplement
and agrees to make Loans up to an amount equal to the excess of the Maximum
Principal Balance of this Series B2 Note at the time of transfer over the
Outstanding Principal Balance of this Series B2 Note at such time. The
Indenture Trustee or WEST may require payment by the Holder of a sum sufficient
to cover any tax expense or other governmental charge payable in connection
with any transfer or exchange of the Series B2 Notes.


 


WEST,
the Indenture Trustee and any other agent of WEST may treat the person in whose
name this Series B2 Note is registered as the absolute owner hereof for
all purposes, and neither WEST, the Indenture Trustee, nor any other such agent
shall be affected by notice to the contrary.


 


The Series B2
Notes are subject to Optional Redemption, at the times and subject to the
conditions set forth in the Indenture and the Series B2 Supplement.


 


If an
Event of Default of the Indenture shall occur and be continuing, the principal
of and accrued interest on this Series B2 Note may be declared to be due
and payable in the manner and with the effect provided in the Indenture and the
Series B2 Supplement.


 


The
Indenture permits, with certain exceptions as therein provided, the issuance of
supplemental indentures with the consent of the Requisite Majority, in certain
specifically described instances. Any consent given by the Requisite Majority
shall be conclusive and binding upon the Holder of this Series B2 Note and
on all future holders of this Series B2 Note and of any Series B2
Note issued in lieu hereof whether or not notation of such consent is made upon
this Series B2 Note. Supplements and amendments to the Indenture and the Series B2
Supplement may be made only to the extent and in circumstances permitted by the
Indenture and the Series B2 Supplement.


 


The
Holder of this Series B2 Note shall have no right to enforce the
provisions of the Indenture and the Series B2 Supplement or to institute
action to enforce the covenants, or to take any action with respect to a
default under the Indenture and the Series B2 Supplement, or to institute,
appear in or defend any suit or other proceedings with respect thereto, except
as provided under certain circumstances described in the Indenture and the Series B2
Supplement; provided, however, that nothing contained in the Indenture and the Series B2
Supplement shall affect or impair any right of enforcement conferred on the
Holder hereof to enforce any payment of the principal of and interest on this Series B2
Note on or after the due date thereof; provided further, however, that by
acceptance hereof the Holder is deemed to have covenanted and agreed that it
will not institute against WEST any bankruptcy, reorganization, arrangement,
insolvency or liquidation proceedings, or other proceedings under any applicable
bankruptcy or similar law, at any time other than at such time as permitted by
the Indenture and the Series B2 Supplement.


 


A-2





















 


The
purchaser of a Series B2 Note shall be deemed to represent and warrant to
the Initial Purchasers, WEST, the Indenture Trustee and the Servicer that
either (1) it is not acquiring the Series B2 Note with the assets of
a Benefit Plan; or (2) (a) the Series B2 Note is rated
investment grade or better and such person believes that the Offered Note is
properly treated as indebtedness without substantial equity features for
purposes of the Department of Labor Regulations Section 2510.101, and
agrees to so treat the Series B2 Note and (b) the acquisition and
holding of the Series B2 Note will not give rise to a nonexempt prohibited
transaction under Section 406 of ERISA or Section 4975 of the Code.


 


The indebtedness evidenced by the Series B2
Notes is, to the extent and in the manner provided in the Indenture,
subordinate and subject in right of payment to the prior payment in full of all
Senior Claims (as defined in the Indenture), and this Series B2 Note is
issued subject to such provisions. Each Holder of this Series B2 Note, by
accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes
and directs the Indenture Trustee on his behalf to take such action as may be
necessary or appropriate to effectuate the subordination as provided in the
Indenture and (c) appoints the Indenture Trustee his attorney-in-fact for
such purpose.


 


The maturity of this Series B2 Note is
subject to acceleration upon the occurrence and during the continuance of the
Events of Default specified in the Indenture. The Series B2 Noteholders
shall not be permitted to deliver a Default Notice or to exercise any remedy in
respect of any such Event of Default until all interest and principal on the Series A
Notes have been paid in full.


 


The Holder of this Series B2 Note
agrees, by acceptance hereof, to pay over to the Administrative Agent any money
(including principal, Premium and interest) paid to it in respect of this Series B2
Note in the event that the Indenture Trustee, acting in good faith, determines
subsequently that such monies were not paid in accordance with the priority of
payment provisions of the Indenture or as a result of any other mistake of fact
or law on the part of the Administrative Agent in making such payment.


 


The subordination provisions contained in Section 3.13
and Article XI of the Indenture may not be amended or modified without the
consent of each Hedge Counterparty, each Noteholder of the 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 B2 Notes, to waive compliance by the
Issuer with certain provisions of the Indenture and certain past defaults under
the Indenture and their consequences. Any such consent or waiver shall be
conclusive and binding upon all present and future Holders of this Series B2
Note and of any Series B2 Note issued upon the registration of transfer
of, in exchange or in lieu of or upon the refinancing of this Series B2
Note, whether or not notation of such consent or waiver is made upon this Series B2
Note.


 


A-3





















 


This Series B2
Note, and the rights and obligations of the parties hereunder, shall be
governed by, and construed and interpreted in accordance with, the laws of the
State of New York without giving effect to principles of conflict of laws.


 


All
terms and provisions of the Indenture and the Series B2 Supplement are
herein incorporated by reference as if set forth herein in their entirety.


 


IT IS
HEREBY CERTIFIED, RECITED AND DECLARED, that all acts, conditions and things
required to exist, happen and be performed precedent to the execution and
delivery of the Indenture and the Series B2 Supplement and the issuance of
this Series B2 Note and the issue of which it is a part, do exist, have
happened and have been timely performed in regular form and manner as required
by law.


 


Unless
the certificate of authentication hereon has been executed by the Indenture
Trustee by manual signature of one of its Responsible Officers, this Series B2
Note shall not be entitled to any benefit under the Indenture and the Series B2
Supplement, or be valid or obligatory for any purpose.


 


IN
WITNESS WHEREOF, Willis Engine Securitization Trust has caused this Series B2
Note to be duly executed by its duly authorized representative, on this    day
of                  ,
2005.


 


 


	
   

  	
  WILLIS ENGINE
  SECURITIZATION TRUST

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


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


 


	
   

  	
  DEUTSCHE BANK
  TRUST COMPANY

  AMERICAS, as Indenture Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


A-4





















 


Schedule A


 


Aggregate
principal amount of any Series B2 Note issued in exchange for a portion or
portions hereof and any portion or portions of any Series B2 Note
exchanged for a portion or portions hereof:


 


	
  Date

  	
   

  	
  Principal
  Amount Issued

  or Exchanged

  	
   

  	
  Remaining
  Principal Amount

  of this Series B2 Note

  	
   

  	
  Notation

  Made by or

  on Behalf of

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


A-5





















 


EXHIBIT B


SERIES B2 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 B2
Floating Rate Secured Notes (the “Offered Notes”)
issued pursuant to the Series B2 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 B2 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 B2
Floating Rate Secured Notes (the “Offered Notes”)
issued pursuant to the Series B2 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 B2 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 B2
Floating Rate Secured Notes (the “Offered Notes”)
issued pursuant to the Series B2 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 B2 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 B2
Floating Rate Secured Notes (the “Offered Notes”)
issued pursuant to the Series B2 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 B2 SUPPLEMENT


 


SCHEDULE OF SCHEDULED TARGETED PRINCIPAL BALANCES


 




	
  Payment Date

  	
   

  	
  Series B2
  Scheduled Targeted Principal

  Balances

  	
   

  
	
  8/15/2005

  	
   

  	
  99.444444

  	
  %

  
	
  9/15/2005

  	
   

  	
  98.888889

  	
  %

  
	
  10/15/2005

  	
   

  	
  98.333333

  	
  %

  
	
  11/15/2005

  	
   

  	
  97.777778

  	
  %

  
	
  12/15/2005

  	
   

  	
  97.222222

  	
  %

  
	
  1/15/2006

  	
   

  	
  96.666667

  	
  %

  
	
  2/15/2006

  	
   

  	
  96.111111

  	
  %

  
	
  3/15/2006

  	
   

  	
  95.555556

  	
  %

  
	
  4/15/2006

  	
   

  	
  95.000000

  	
  %

  
	
  5/15/2006

  	
   

  	
  94.444444

  	
  %

  
	
  6/15/2006

  	
   

  	
  93.888889

  	
  %

  
	
  7/15/2006

  	
   

  	
  93.333333

  	
  %

  
	
  8/15/2006

  	
   

  	
  92.777778

  	
  %

  
	
  9/15/2006

  	
   

  	
  92.222222

  	
  %

  
	
  10/15/2006

  	
   

  	
  91.666667

  	
  %

  
	
  11/15/2006

  	
   

  	
  91.111111

  	
  %

  
	
  12/15/2006

  	
   

  	
  90.555556

  	
  %

  
	
  1/15/2007

  	
   

  	
  90.000000

  	
  %

  
	
  2/15/2007

  	
   

  	
  89.444444

  	
  %

  
	
  3/15/2007

  	
   

  	
  88.888889

  	
  %

  
	
  4/15/2007

  	
   

  	
  88.333333

  	
  %

  
	
  5/15/2007

  	
   

  	
  87.777778

  	
  %

  
	
  6/15/2007

  	
   

  	
  87.222222

  	
  %

  
	
  7/15/2007

  	
   

  	
  86.666667

  	
  %

  
	
  8/15/2007

  	
   

  	
  86.111111

  	
  %

  
	
  9/15/2007

  	
   

  	
  85.555556

  	
  %

  
	
  10/15/2007

  	
   

  	
  85.000000

  	
  %

  
	
  11/15/2007

  	
   

  	
  84.444444

  	
  %

  
	
  12/15/2007

  	
   

  	
  83.888889

  	
  %

  
	
  1/15/2008

  	
   

  	
  83.333333

  	
  %

  
	
  2/15/2008

  	
   

  	
  82.777778

  	
  %

  
	
  3/15/2008

  	
   

  	
  82.222222

  	
  %

  
	
  4/15/2008

  	
   

  	
  81.666667

  	
  %

  
	
  5/15/2008

  	
   

  	
  81.111111

  	
  %

  
	
  6/15/2008

  	
   

  	
  80.555556

  	
  %

  
	
  7/15/2008

  	
   

  	
  80.000000

  	
  %

  
	
  8/15/2008

  	
   

  	
  79.444444

  	
  %

  
	
  9/15/2008

  	
   

  	
  78.888889

  	
  %

  
	
  10/15/2008

  	
   

  	
  78.333333

  	
  %

  
	
  11/15/2008

  	
   

  	
  77.777778

  	
  %

  
	
  12/15/2008

  	
   

  	
  77.222222

  	
  %

  
	
  1/15/2009

  	
   

  	
  76.666667

  	
  %

  
	
  2/15/2009

  	
   

  	
  76.111111

  	
  %

  
	
  3/15/2009

  	
   

  	
  75.555556

  	
  %

  
	
  4/15/2009

  	
   

  	
  75.000000

  	
  %

  
	
  5/15/2009

  	
   

  	
  74.444444

  	
  %

  
	
  6/15/2009

  	
   

  	
  73.888889

  	
  %

  
	
  7/15/2009

  	
   

  	
  73.333333

  	
  %

  
	
  8/15/2009

  	
   

  	
  72.777778

  	
  %

  
	
  9/15/2009

  	
   

  	
  72.222222

  	
  %

  






 


E-1





















 




	
  Payment Date

  	
   

  	
  Series B2
  Scheduled Targeted Principal

  Balances

  	
   

  
	
  10/15/2009

  	
   

  	
  71.666667

  	
  %

  
	
  11/15/2009

  	
   

  	
  71.111111

  	
  %

  
	
  12/15/2009

  	
   

  	
  70.555556

  	
  %

  
	
  1/15/2010

  	
   

  	
  70.000000

  	
  %

  
	
  2/15/2010

  	
   

  	
  69.444444

  	
  %

  
	
  3/15/2010

  	
   

  	
  68.888889

  	
  %

  
	
  4/15/2010

  	
   

  	
  68.333333

  	
  %

  
	
  5/15/2010

  	
   

  	
  67.777778

  	
  %

  
	
  6/15/2010

  	
   

  	
  67.222222

  	
  %

  
	
  7/15/2010

  	
   

  	
  66.666667

  	
  %

  
	
  8/15/2010

  	
   

  	
  66.111111

  	
  %

  
	
  9/15/2010

  	
   

  	
  65.555556

  	
  %

  
	
  10/15/2010

  	
   

  	
  65.000000

  	
  %

  
	
  11/15/2010

  	
   

  	
  64.444444

  	
  %

  
	
  12/15/2010

  	
   

  	
  63.888889

  	
  %

  
	
  1/15/2011

  	
   

  	
  63.333333

  	
  %

  
	
  2/15/2011

  	
   

  	
  62.777778

  	
  %

  
	
  3/15/2011

  	
   

  	
  62.222222

  	
  %

  
	
  4/15/2011

  	
   

  	
  61.666667

  	
  %

  
	
  5/15/2011

  	
   

  	
  61.111111

  	
  %

  
	
  6/15/2011

  	
   

  	
  60.555556

  	
  %

  
	
  7/15/2011

  	
   

  	
  60.000000

  	
  %

  
	
  8/15/2011

  	
   

  	
  59.444444

  	
  %

  
	
  9/15/2011

  	
   

  	
  58.888889

  	
  %

  
	
  10/15/2011

  	
   

  	
  58.333333

  	
  %

  
	
  11/15/2011

  	
   

  	
  57.777778

  	
  %

  
	
  12/15/2011

  	
   

  	
  57.222222

  	
  %

  
	
  1/15/2011

  	
   

  	
  56.666667

  	
  %

  
	
  2/15/2012

  	
   

  	
  56.111111

  	
  %

  
	
  3/15/2012

  	
   

  	
  55.555556

  	
  %

  
	
  4/15/2012

  	
   

  	
  55.000000

  	
  %

  
	
  5/15/2012

  	
   

  	
  54.444444

  	
  %

  
	
  6/15/2012

  	
   

  	
  53.888889

  	
  %

  
	
  7/15/2012

  	
   

  	
  53.333333

  	
  %

  
	
  8/15/2012

  	
   

  	
  52.777778

  	
  %

  
	
  9/15/2012

  	
   

  	
  52.222222

  	
  %

  
	
  10/15/2012

  	
   

  	
  51.666667

  	
  %

  
	
  11/15/2012

  	
   

  	
  51.111111

  	
  %

  
	
  12/15/2012

  	
   

  	
  50.555556

  	
  %

  
	
  1/15/2013

  	
   

  	
  50.000000

  	
  %

  
	
  2/15/2013

  	
   

  	
  49.444444

  	
  %

  
	
  3/15/2013

  	
   

  	
  48.888889

  	
  %

  
	
  4/15/2013

  	
   

  	
  48.333333

  	
  %

  
	
  5/15/2013

  	
   

  	
  47.777778

  	
  %

  
	
  6/15/2013

  	
   

  	
  47.222222

  	
  %

  
	
  7/15/2013

  	
   

  	
  46.666667

  	
  %

  
	
  8/15/2013

  	
   

  	
  46.111111

  	
  %

  
	
  9/15/2013

  	
   

  	
  45.555556

  	
  %

  
	
  10/15/2013

  	
   

  	
  45.000000

  	
  %

  
	
  11/15/2013

  	
   

  	
  44.444444

  	
  %

  
	
  12/15/2013

  	
   

  	
  43.888889

  	
  %

  
	
  1/15/2014

  	
   

  	
  43.333333

  	
  %

  
	
  2/15/2014

  	
   

  	
  42.777778

  	
  %

  
	
  3/15/2014

  	
   

  	
  42.222222

  	
  %

  
	
  4/15/2014

  	
   

  	
  41.666667

  	
  %

  
	
  5/15/2014

  	
   

  	
  41.111111

  	
  %

  






 


E-2





















 




	
  Payment Date

  	
   

  	
  Series B2
  Scheduled Targeted Principal

  Balances

  	
   

  
	
  6/15/2014

  	
   

  	
  40.555556

  	
  %

  
	
  7/15/2014

  	
   

  	
  40.000000

  	
  %

  
	
  8/15/2014

  	
   

  	
  39.444444

  	
  %

  
	
  9/15/2014

  	
   

  	
  38.888889

  	
  %

  
	
  10/15/2014

  	
   

  	
  38.333333

  	
  %

  
	
  11/15/2014

  	
   

  	
  37.777778

  	
  %

  
	
  12/15/2014

  	
   

  	
  37.222222

  	
  %

  
	
  1/15/2015

  	
   

  	
  36.666667

  	
  %

  
	
  2/15/2015

  	
   

  	
  36.111111

  	
  %

  
	
  3/15/2015

  	
   

  	
  35.555556

  	
  %

  
	
  4/15/2015

  	
   

  	
  35.000000

  	
  %

  
	
  5/15/2015

  	
   

  	
  34.444444

  	
  %

  
	
  6/15/2015

  	
   

  	
  33.888889

  	
  %

  
	
  7/15/2015

  	
   

  	
  33.333333

  	
  %

  
	
  8/15/2015

  	
   

  	
  32.777778

  	
  %

  
	
  9/15/2015

  	
   

  	
  32.222222

  	
  %

  
	
  10/15/2015

  	
   

  	
  31.666667

  	
  %

  
	
  11/15/2015

  	
   

  	
  31.111111

  	
  %

  
	
  12/15/2015

  	
   

  	
  30.555556

  	
  %

  
	
  1/15/2016

  	
   

  	
  30.000000

  	
  %

  
	
  2/15/2016

  	
   

  	
  29.444444

  	
  %

  
	
  3/15/2016

  	
   

  	
  28.888889

  	
  %

  
	
  4/15/2016

  	
   

  	
  28.333333

  	
  %

  
	
  5/15/2016

  	
   

  	
  27.777778

  	
  %

  
	
  6/15/2016

  	
   

  	
  27.222222

  	
  %

  
	
  7/15/2016

  	
   

  	
  26.666667

  	
  %

  
	
  8/15/2016

  	
   

  	
  26.111111

  	
  %

  
	
  9/15/2016

  	
   

  	
  25.555556

  	
  %

  
	
  10/15/2016

  	
   

  	
  25.000000

  	
  %

  
	
  11/15/2016

  	
   

  	
  24.444444

  	
  %

  
	
  12/15/2016

  	
   

  	
  23.888889

  	
  %

  
	
  1/15/2017

  	
   

  	
  23.333333

  	
  %

  
	
  2/15/2017

  	
   

  	
  22.777778

  	
  %

  
	
  3/15/2017

  	
   

  	
  22.222222

  	
  %

  
	
  4/15/2017

  	
   

  	
  21.666667

  	
  %

  
	
  5/15/2017

  	
   

  	
  21.111111

  	
  %

  
	
  6/15/2017

  	
   

  	
  20.555556

  	
  %

  
	
  7/15/2017

  	
   

  	
  20.000000

  	
  %

  
	
  8/15/2017

  	
   

  	
  19.444444

  	
  %

  
	
  9/15/2017

  	
   

  	
  18.888889

  	
  %

  
	
  10/15/2017

  	
   

  	
  18.333333

  	
  %

  
	
  11/15/2017

  	
   

  	
  17.777778

  	
  %

  
	
  12/15/2017

  	
   

  	
  17.222222

  	
  %

  
	
  1/15/2018

  	
   

  	
  16.666667

  	
  %

  
	
  2/15/2018

  	
   

  	
  16.111111

  	
  %

  
	
  3/15/2018

  	
   

  	
  15.555556

  	
  %

  
	
  4/15/2018

  	
   

  	
  15.000000

  	
  %

  
	
  5/15/2018

  	
   

  	
  14.444444

  	
  %

  
	
  6/15/2018

  	
   

  	
  13.888889

  	
  %

  
	
  7/15/2018

  	
   

  	
  13.333333

  	
  %

  
	
  8/15/2018

  	
   

  	
  12.777778

  	
  %

  
	
  9/15/2018

  	
   

  	
  12.222222

  	
  %

  
	
  10/15/2018

  	
   

  	
  11.666667

  	
  %

  
	
  11/15/2018

  	
   

  	
  11.111111

  	
  %

  
	
  12/15/2018

  	
   

  	
  10.555556

  	
  %

  
	
  1/15/2019

  	
   

  	
  10.000000

  	
  %

  






 


E-3





















 




	
  Payment Date

  	
   

  	
  Series B2
  Scheduled Targeted Principal

  Balances

  	
   

  
	
  2/15/2019

  	
   

  	
  9.444444

  	
  %

  
	
  3/15/2019

  	
   

  	
  8.888889

  	
  %

  
	
  4/15/2019

  	
   

  	
  8.333333

  	
  %

  
	
  5/15/2019

  	
   

  	
  7.777778

  	
  %

  
	
  6/15/2019

  	
   

  	
  7.222222

  	
  %

  
	
  7/15/2019

  	
   

  	
  6.666667

  	
  %

  
	
  8/15/2019

  	
   

  	
  6.111111

  	
  %

  
	
  9/15/2019

  	
   

  	
  5.555556

  	
  %

  
	
  10/15/2019

  	
   

  	
  5.000000

  	
  %

  
	
  11/15/2019

  	
   

  	
  4.444444

  	
  %

  
	
  12/15/2019

  	
   

  	
  3.888889

  	
  %

  
	
  1/15/2020

  	
   

  	
  3.333333

  	
  %

  
	
  2/15/2020

  	
   

  	
  2.777778

  	
  %

  
	
  3/15/2020

  	
   

  	
  2.222222

  	
  %

  
	
  4/15/2020

  	
   

  	
  1.666667

  	
  %

  
	
  5/15/2020

  	
   

  	
  1.111111

  	
  %

  
	
  6/15/2020

  	
   

  	
  0.555556

  	
  %

  
	
  7/15/2020

  	
   

  	
  0.000000

  	
  %

  






 


E-4





















 


SCHEDULE 2


 


Commitments of Series B2
Noteholders


 




	
  Name of Institution

  	
   

  	
  Maximum
  Commitment

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  






 


E-5