will treat the Series 2008-A1 Notes as "contingent payment debt
instruments" for United States federal income tax purposes. By purchasing
Series 2008-A1 Notes, each holder thereof will be deemed to have agreed to such
treatment and to be bound by WEST's application of the United States Treasury
regulations governing contingent payment debt instruments, including WEST's
determination of a "comparable yield" and a "projected payment schedule" for the
Series 2008-A1 Notes, each within the meaning of such regulations.
Such
disclosure shall be consistent with the disclosure on such matters set forth in
the Private Placement Memorandum.
(b)
To the extent required by law, WEST will timely file any tax
returns, reports or information statements in respect of the Series 2008-A1
Notes, including, without limitation, Form 8281, to the extent applicable.
[Signature page follows.]
14
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/ Bradley S. Forsyth
Name: Bradley S. Forsyth
Title: Controlling Trustee
DEUTSCHE BANK TRUST COMPANY
AMERICAS, not in its individual capacity but
solely as Indenture Trustee
By:
/s/ Irene Siegel
Name: Irene Siegel
Title:
Vice President
By:
/s/ Aranka R. Paul
Name: Aranaka R. Paul
Title:
Assistant Vice President
EXHIBIT A
SERIES 2008-A1 SUPPLEMENT
FORM OF SERIES 2008-A1 NOTE
Except as specified in Section 2.12(f) of the Indenture, each 144A Book-Entry
Note, each Unrestricted Book-Entry Note and each Definitive Note issued in
reliance on Section 4(2) of the Securities Act (and all Notes issued in exchange
therefor or upon registration of transfer or substitution thereof) shall bear
the following legend on the face thereof:
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT") OR WITH ANY SECURITIES REGULATORY AUTHORITY IN
ANY JURISDICTION AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT AS SET
FORTH IN THE FOLLOWING SENTENCE.
BY ITS ACQUISITION HEREOF, THE HOLDER
(1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN
RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS AN INSTITUTIONAL "ACCREDITED
INVESTOR" (AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER
THE SECURITIES ACT) (AN "INSTITUTIONAL ACCREDITED INVESTOR") OR (C) IT IS NOT A
U.S. PERSON (WITHIN THE MEANING OF REGULATION S) AND IS ACQUIRING THIS NOTE IN
AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE
SECURITIES ACT, (2) AGREES THAT IT WILL NOT BEFORE TWO YEARS AFTER THE LATER OF
THE ORIGINAL ISSUE DATE OF THIS NOTE AND THE LAST DATE THAT WILLIS ENGINE
SECURITIZATION TRUST, A DELAWARE STATUTORY TRUST ("WEST"), OR ANY OF ITS
AFFILIATES OWNED THIS NOTE, RESELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO
WEST OR ANY SUBSIDIARY THEREOF, (B) TO A QUALIFIED INSTITUTIONAL BUYER IN
COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) TO AN INSTITUTIONAL
ACCREDITED INVESTOR THAT, PRIOR TO SUCH TRANSFER, FURNISHES