WITH THE TERMS OF THIS
*** Confidential information omitted pursuant to a request for confidential
treatment filed separately with the Securities and Exchange Commission.
120
INDENTURE, AND PROVIDED, FURTHER, THAT WEST MAY PAY A CONSENT FEE WITH THE
APPROVAL OF A SPECIAL MAJORITY OF THE CONTROLLING TRUSTEES, PROVIDED THAT SUCH
CONSENT FEE IS NOT MATERIALLY ADVERSE TO THE NOTEHOLDERS; OR (IV) MAKE ANY
INVESTMENTS, OTHER THAN PERMITTED INVESTMENTS AND INVESTMENTS PERMITTED UNDER
SECTION 5.02(F) HEREOF.
The term "investment" for purposes of the above restriction means any loan or
advance to a Person, any purchase or other acquisition of any Stock or
Indebtedness of such Person, any capital contribution to such Person or any
other investment in such Person.
(E)
LIMITATION ON DIVIDENDS AND OTHER
PAYMENTS.
WEST WILL NOT, AND WILL NOT PERMIT ANY WEST GROUP MEMBER TO, CREATE
OR OTHERWISE SUFFER TO EXIST ANY CONSENSUAL LIMITATION OR RESTRICTION OF ANY
KIND ON THE ABILITY OF WEST OR ANY WEST GROUP MEMBER TO (I) DECLARE OR PAY
DIVIDENDS OR MAKE ANY OTHER DISTRIBUTIONS PERMITTED BY APPLICABLE LAW, OR
PURCHASE, REDEEM OR OTHERWISE ACQUIRE FOR VALUE, ANY BENEFICIAL INTEREST IN WEST
OR THE STOCK OF ANY SUCH WEST GROUP MEMBER, AS THE CASE MAY BE; (II) PAY ANY
INDEBTEDNESS OWED TO WEST OR SUCH WEST GROUP MEMBER; (III) MAKE LOANS OR
ADVANCES TO WEST OR SUCH WEST GROUP MEMBER; OR (IV) TRANSFER ANY OF ITS PROPERTY
OR ASSETS TO WEST OR ANY OTHER WEST GROUP MEMBER.
(F)
BUSINESS ACTIVITIES.
WEST WILL NOT, AND
WILL NOT PERMIT ANY WEST GROUP MEMBER TO, ENGAGE IN ANY BUSINESS OR ACTIVITY
OTHER THAN:
(I)
PURCHASING OR OTHERWISE ACQUIRING
(SUBJECT TO THE LIMITATIONS ON ACQUISITIONS OF ENGINES DESCRIBED BELOW), OWNING,
HOLDING, CONVERTING, MAINTAINING, MODIFYING, MANAGING, OPERATING, LEASING,
RE-LEASING AND (SUBJECT TO THE LIMITATIONS ON SALES OF ENGINES DESCRIBED BELOW)
SELLING OR OTHERWISE DISPOSING OF THE ENGINES (OR RELATED ENGINE INTERESTS) AND
ENTERING INTO ALL CONTRACTS AND ENGAGING IN ALL RELATED ACTIVITIES INCIDENTAL
THERETO, INCLUDING FROM TIME TO TIME ACCEPTING, EXCHANGING, HOLDING OR
PERMITTING ANY WEST SUBSIDIARY TO ACCEPT, EXCHANGE OR HOLD PROMISSORY NOTES,
CONTINGENT PAYMENT OBLIGATIONS OR EQUITY INTERESTS OF LESSEES OR THEIR
AFFILIATES ISSUED IN CONNECTION WITH THE BANKRUPTCY, REORGANIZATION OR OTHER
SIMILAR PROCESS, OR IN SETTLEMENT OF DELINQUENT OBLIGATIONS OR OBLIGATIONS
ANTICIPATED TO BE DELINQUENT OF SUCH LESSEES OR THEIR RESPECTIVE AFFILIATES IN
THE ORDINARY COURSE OF BUSINESS (AN "ALLOWED RESTRUCTURING");
(II)
PROVIDING LOANS TO, AND GUARANTEEING OR
OTHERWISE SUPPORTING THE OBLIGATIONS AND LIABILITIES OF ANY WEST GROUP MEMBER;
PROVIDED, THAT WRITTEN NOTIFICATION SHALL HAVE BEEN GIVEN TO EACH RATING AGENCY
AND THE SENIOR LIQUIDITY PROVIDER OF SUCH LOAN, GUARANTEE OR OTHER SUPPORT;
PROVIDED, FURTHER, THAT NO SUCH NOTICE SHALL BE REQUIRED FOR ANY GUARANTEE
PROVIDED BY A WEST GROUP MEMBER WITH RESPECT TO ANY OBLIGATIONS OF ANOTHER WEST
GROUP MEMBER IN RESPECT OF THE LEASE, PURCHASE, MAINTENANCE, MODIFICATION,
REFURBISHMENT, REPAIR OR SALE OF ANY ENGINE OR OTHERWISE IN THE ORDINARY COURSE
OF THE AIRCRAFT ENGINE OPERATING LEASE BUSINESS;
(III)
FINANCING OR REFINANCING