THE OFFER, SALE AND ISSUANCE OF ONE
OR MORE SERIES OF NOTES (SUBJECT TO THE LIMITATIONS OF THIS INDENTURE) AND ANY
OTHER SECURITIES OF WEST, UPON SUCH TERMS AND CONDITIONS AS THE CONTROLLING
TRUSTEES SEE FIT, FOR CASH OR IN PAYMENT OR IN PARTIAL PAYMENT FOR ANY PROPERTY
PURCHASED OR OTHERWISE ACQUIRED BY ANY WEST GROUP MEMBER;
(IV)
ENGAGING IN CURRENCY AND INTEREST RATE EXCHANGE TRANSACTIONS FOR
THE PURPOSES OF AVOIDING, REDUCING, MINIMIZING, HEDGING AGAINST OR OTHERWISE
MANAGING
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THE RISK OF ANY LOSS, COST, EXPENSE OR LIABILITY ARISING, OR WHICH MAY ARISE,
DIRECTLY OR INDIRECTLY, FROM ANY CHANGE OR CHANGES IN ANY INTEREST RATE OR
CURRENCY EXCHANGE RATE OR IN THE PRICE OR VALUE OF THE PROPERTY OR ASSETS OF
WEST OR ANY WEST GROUP MEMBER, UPON SUCH TERMS AND CONDITIONS AS THE CONTROLLING
TRUSTEES SEE FIT AND WITHIN LIMITS AND WITH PROVIDERS SPECIFIED IN THIS
INDENTURE, INCLUDING BUT NOT LIMITED TO DEALINGS, WHETHER INVOLVING PURCHASES,
SALES OR OTHERWISE, IN FOREIGN CURRENCY, SPOT AND FORWARD INTEREST RATE EXCHANGE
CONTRACTS, FORWARD INTEREST RATE AGREEMENTS, CAPS, FLOORS AND COLLARS, FUTURES,
OPTIONS, SWAPS AND ANY OTHER CURRENCY, INTEREST RATE AND OTHER SIMILAR HEDGING
ARRANGEMENTS AND SUCH OTHER INSTRUMENTS AS ARE SIMILAR TO, OR DERIVATIVES OF,
ANY OF THE FOREGOING, BUT IN ANY EVENT NOT FOR SPECULATIVE PURPOSES;
(V)
(A) SUBJECT TO THE OTHER LIMITATIONS OF THIS INDENTURE,
ESTABLISHING, PROMOTING AND AIDING IN PROMOTING, CONSTITUTING, FORMING OR
ORGANIZING COMPANIES, TRUSTS, SYNDICATES, PARTNERSHIPS OR OTHER ENTITIES OF ALL
KINDS IN ANY PART OF THE WORLD FOR THE PURPOSES SET FORTH IN CLAUSE (I) OF THIS
SECTION 5.02(F), (B) ACQUIRING, HOLDING AND DISPOSING OF SHARES, SECURITIES AND
OTHER INTERESTS IN ANY SUCH TRUST, COMPANY, SYNDICATE, PARTNERSHIP OR OTHER
ENTITY AND (C) DISPOSING OF SHARES, SECURITIES AND OTHER INTERESTS IN, OR
CAUSING THE DISSOLUTION OF, ANY WEST GROUP MEMBER; PROVIDED THAT ANY SUCH
DISPOSITION WHICH RESULTS IN THE DISPOSITION OF AN ENGINE MEETS THE REQUIREMENTS
FOR A PERMITTED ENGINE DISPOSITION;
(VI)
PURCHASING, ACQUIRING, SURRENDERING AND ASSIGNING POLICIES OF
INSURANCE AND ASSURANCES WITH ANY INSURANCE COMPANY OR COMPANIES WHICH WEST OR
ANY WEST GROUP MEMBER DETERMINES TO BE NECESSARY OR APPROPRIATE TO COMPLY WITH
THIS INDENTURE AND TO PAY THE PREMIUMS THEREON; AND
(VII)
TAKING ANY ACTION THAT IS INCIDENTAL TO, OR NECESSARY TO EFFECT,
ANY OF THE ACTIONS OR ACTIVITIES SET FORTH ABOVE.
(G)
LIMITATION ON CONSOLIDATION, MERGER AND TRANSFER OF ASSETS.
WEST will not consolidate with, merge with or into, or sell, convey, transfer,
lease or otherwise dispose of its property and assets (as an entirety or
substantially an entirety in one transaction or in a series of related
transactions) to, any other Person, or permit any other Person to merge with or
into WEST (any such consolidation, merge sale or disposition, a "Merger
Transaction"), unless:
(I)
THE RESULTING ENTITY IS A SPECIAL PURPOSE ENTITY, THE CHARTER OF
WHICH IS SUBSTANTIALLY SIMILAR TO THE TRUST AGREEMENT, AND, AFTER SUCH MERGER
TRANSACTION, PAYMENTS FROM SUCH RESULTING ENTITY TO THE NOTEHOLDERS DO NOT GIVE
RISE TO