NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

ARTICLE I

DEFINITIONS

ARTICLE II

PURCHASE AND SALE

ARTICLE III

CONDITIONS PRECEDENT TO OBLIGATION OF THE SERIES B2 NOTEHOLDERS

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF WEST AND WILLIS

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF THE SERIES B2 NOTEHOLDERS

ARTICLE VI

OTHER COVENANTS

ARTICLE VII

INDEMNIFICATION

ARTICLE VIII

MISCELLANEOUS

THE NOTES

ARTICLE XII

DISCHARGE OF INDENTURE; DEFEASANCE

ARTICLE XIII

MISCELLANEOUS

ARTICLE 1

DEFINITIONS

ARTICLE 2

APPOINTMENT; SERVICES

ARTICLE 3

STANDARD OF CARE; CONFLICTS OF INTEREST; STANDARD OF LIABILITY

ARTICLE 4

REPRESENTATIONS AND WARRANTIES

ARTICLE 5

SERVICER UNDERTAKINGS

ARTICLE 6

UNDERTAKINGS OF WEST AND THE SUBSIDIARIES

ARTICLE 7

WEST AND THE SUBSIDIARIES’ RESPONSIBILITY;
BUDGETS; DIRECTIONS

ARTICLE 8

EFFECTIVENESS

ARTICLE 9

SERVICING FEES; EXPENSES

ARTICLE 10

TERM; RIGHT TO TERMINATE; CONSEQUENCES OF TERMINATION; SURVIVAL

ARTICLE 11

INDEMNIFICATION

ARTICLE 12

ASSIGNMENT AND DELEGATION

ARTICLE 13

MISCELLANEOUS

ARTICLE 1

DEFINITIONS

ARTICLE 2

APPOINTMENT; ADMINISTRATIVE SERVICES

ARTICLE 3

STANDARD OF PERFORMANCE; LIABILITY AND INDEMNITY

ARTICLE 4

REPRESENTATIONS AND WARRANTIES

ARTICLE 5

ADMINISTRATIVE AGENT UNDERTAKINGS

ARTICLE 6

UNDERTAKINGS OF WEST GROUP

ARTICLE 7

ADMINISTRATION FEES AND EXPENSES

ARTICLE 8

TERM; REMOVAL OF OR TERMINATION BY THE ADMINISTRATIVE AGENT

ARTICLE 9

ASSIGNMENT AND DELEGATION

ARTICLE 10

MISCELLANEOUS

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 Agreement, 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.

Section 1.02. Other Definitional Provisions. The conventions of construction and usage set forth in Section 1.02 of the Indenture are hereby incorporated by reference in this Supplement.

Section 2.01. Sale and Delivery of the Series A2 Notes. In reliance on the representations, warranties and agreements and on the terms and conditions set forth herein and in the Indenture and the Series A2 Supplement, WEST agrees to sell, and each of the Series A2 Noteholders severally and not jointly agrees to purchase, on the Initial Closing Date, a Series A2 Note with the Maximum Principal Balance for each Series A2 Noteholder set forth in Schedule 1 (which Maximum Principal Balances may be increased pursuant to Section 2.03(a) hereof and Section 2.03(d) of the Series A2 Supplement). The Series A2 Notes shall be duly executed by WEST, duly authenticated by the Indenture Trustee and registered in the names of the Series A2 Noteholders. The actual Outstanding Principal Balance of each Series A2 Note will be equal to the principal amount of the Loans made by the holder thereof from time to time in accordance with the terms hereof and of the Series A2 Supplement minus any payments of the principal amount of the Series A2 Notes made in accordance with the terms thereof and the Series A2 Supplement and the Indenture.

Section 2.02. Funding of Loans. (a) On the terms and conditions hereinafter set forth, each Series A2 Noteholder severally and not jointly agrees that it will make Loans to WEST, on the Initial Closing Date and from time to time thereafter until the occurrence of a Conversion Event, upon the receipt of a Funding Request from WEST and otherwise as provided in this Section 2.02 and in each subject to satisfaction of the applicable conditions precedent set forth in Article III hereof and in Article IV of the Series A2 Supplement, in a total amount outstanding at any time up to its Maximum Commitment. It is expressly understood and agreed that WEST shall not have any right to receive, and each Series A2 Noteholder shall not have any obligation to disburse, (x) any amount in excess of the Maximum Commitment of such Series A2 Noteholder or (y) any amount whatsoever on or after the date on which a Conversion Event occurs. Under no circumstances shall the Series A2 Noteholders fund any Loans if after giving effect to such Loans, (i) the aggregate Series A2 Note Outstanding Principal Balance outstanding hereunder would either (A) exceed the Series A2 Maximum Commitment or (B) result in a

Senior Borrowing Base Deficiency or (ii) the Aggregate Note Principal Balance would exceed the Maximum Borrowing Base.

Section 2.03. Increase or Decrease in Maximum Commitments. (a) WEST may elect to increase the aggregate Maximum Principal Balances of the Series A2 Notes and the aggregate Maximum Commitments of the Series A2 Noteholders to an amount greater than $100,000,000 but not in excess of $150,000,000, subject to the receipt of (i) the prior written consent of all of the Series A2 Noteholders and (ii) a Rating Agency Confirmation, provided that, as a condition of any such increase, WEST also shall elect to increase the Maximum Principal Balances of the Series B2 Notes and the Maximum Commitments of the Series B2 Noteholders by a proportionate amount, as provided in the Series B2 Supplement and the Series B2 Note Purchase Agreement. Any increase pursuant to the preceding sentence shall be applied to increase the Maximum Principal Balances of the individual Series A2 Notes and the Maximum Commitments of the Series A2 Noteholders proportionately to the Maximum Principal Balances of the Series A2 Notes held by the Series A2 Noteholders immediately prior to such increase, and each Series A2 Noteholder agrees that its Maximum Commitment shall be increased by an amount equal to the amount by which the Maximum Principal Balance of its Series A2 Note is so increased, and that such increases shall be deemed to occur without any Series A2 Noteholder having to surrender its Series A2 Notes in exchange for a new Series A2 Note reflecting the increased Maximum Principal Balance.

Section 3.01. Conditions Precedent to Issuance of Series A2 Notes. The obligation of WEST to issue the Series A2 Notes to the Series A2 Noteholders is subject to satisfaction of the following conditions precedent:

Section 3.02. Conditions Precedent on Initial Closing Date. The effectiveness of the agreement of the Series A2 Noteholders to make the Loans and their obligation to make the Initial Loans on the Initial Closing Date is subject to satisfaction of the following conditions precedent:

Section 3.03. Conditions Precedent To Loans. The obligations of the Series A2 Noteholders to make Loans on any Funding Date after the Initial Closing Date are subject to the following conditions precedent:

Section 4.01. Representations and Warranties of WEST. WEST represents (as of the initial Closing Date and as of each Funding Date on which a Loan is made by a Series A2 Noteholder pursuant to the Supplement and this Agreement, unless otherwise indicated) and warrants to, and agrees with, the Series A2 Noteholders that:

Section 4.02. Representations and Warranties and Agreements of Willis. Willis hereby represents and warrants as of the Initial Closing Date and covenants with the Series A2 Noteholders that:

Section 5.01. Authority, etc. This Series A2 Note Purchase Agreement has been duly and validly executed and delivered by the Series A2 Noteholder and constitutes a legal, valid and binding obligation of the Series A2 Noteholder, enforceable against the Series A2 Noteholder in accordance with its terms, subject as to enforcement to bankruptcy, reorganization, insolvency, moratorium and other similar laws of general applicability relating to or affecting creditors’ rights and to general principles of equity.

Section 5.02. Securities Act. (a) The Series A2 Note purchased by such Series A2 Noteholder pursuant to this Series A2 Note Purchase Agreement will be acquired for investment only and not with a view to any public distribution thereof, and such Series A2 Noteholder will not offer to sell or otherwise dispose of its Series A2 Note (or any interest therein) in violation of any of the registration requirements of the Securities Act or any applicable state or other securities laws.

Section 6.01. Securities Act. WEST agrees not to sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in the Securities Act) that would be integrated with the sale of the Series A2 Notes and the Series B2 Notes in a manner that would require the registration under the Securities Act of the sale to the Series A2 Noteholders and the Series B2 Noteholders of the Series A2 Notes and the Series B2 Notes, respectively.

Section 6.02. Legal Conditions to Closing. The Series A2 Noteholders, WEST and Willis will take all reasonable actions necessary to comply promptly with all legal requirements which may be imposed on any of them with respect to the consummation of the transactions contemplated by this Agreement and will promptly cooperate with and furnish information to one another in connection with any such legal requirements. The Series A2 Noteholders, WEST, and Willis will take all reasonable action necessary to obtain (and will cooperate with one another in obtaining) any consent, authorization, permit, license, franchise, order or approval of, or any exemption by, any Governmental Authority or any other Person, required to be obtained or made by it in connection with any of the transactions contemplated by this Agreement.

Section 6.03. Expenses and Fees. Except as otherwise expressly provided herein, all Issuance Expenses incurred in connection with the entering into this Series A2 Note Purchase Agreement and the transactions contemplated hereby shall be paid by WEST.

Section 6.04. Mutual Obligations. On and after the date of this Agreement, the Series A2 Noteholders, WEST and Willis will do, execute and perform all such other acts, deeds and

documents as the other party may from time to time reasonably require in order to carry out the intent of this Agreement.

Section 6.05. Pledge to Liquidity Providers. WEST recognizes the obligations of any CP Noteholder under the terms of the related Liquidity Agreement and hereby consents to the transfer by such CP Noteholder of the Series A2 Notes to the Liquidity Providers when required and in accordance with the terms of the Liquidity Agreement; provided that each of the Liquidity Providers shall be a Qualified Institutional Buyer, the total number of Liquidity Providers for such CP Noteholder shall not at any time exceed three (3), and each Liquidity Provider shall have delivered to WEST and the Indenture Trustee on or before the later of the date hereof and the date on which it first becomes a Liquidity Provider, an Investment Letter making representations and warranties substantially identical to those set forth in the form of Exhibit B to the Indenture and an Assignment and Assumption Agreement, and provided, further that, prior to the Conversion Date, each Liquidity Provider shall be an Eligible Transferee and shall execute an Assignment and Assumption as a condition of such transfer. Transfers of the Series A2 Notes under the terms of the Liquidity Agreement shall be subject to the terms of this Section 5.05, but shall not otherwise be subject to the transfer restrictions set forth in the Indenture.

Section 7.01. Indemnification by WEST. WEST agrees to indemnify and hold harmless the Series A2 Noteholders and any of their respective officers, directors, employees, agents, representatives, assignees and Affiliates (each, an “Indemnified Party”) against any and all losses, claims, damages, liabilities or expenses (including reasonable legal and accounting fees) (collectively, “Losses”), as incurred (payable promptly upon written request), for or on account of or arising from or in connection with any breach of any representation, warranty or covenant of WEST in this Agreement or any other Related Document or in any certificate or other written material delivered pursuant hereto; provided, however, that WEST shall not be so required to indemnify any such Person or otherwise be liable to any such Person hereunder for any Losses arising from such Person’s gross negligence, willful misconduct or bad faith. Notwithstanding the foregoing, WEST shall not be liable for any settlement of any proceeding effected without its written consent. All amounts due to an Indemnified Party under this Article VII shall be included in Noteholder Increased Costs for the Series A2 Notes and the Indenture Trustee shall pay such amounts to such Series A2 Noteholders as part of the Series A2 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 of the Series A2 Supplement.

Section 7.02. Indemnification by Willis. Willis agrees to indemnify and hold harmless an Indemnified Party against all Losses, as incurred (payable promptly upon written request), for or on account of or arising from or in connection with any breach of any representation, warranty or covenant of Willis in this Agreement or any other Related Document or in any certificate or other written material delivered pursuant hereto; provided, however, that Willis shall not be so required to indemnify any such Person or otherwise be liable to any such Person hereunder for any Losses arising from such Person’s gross negligence, willful misconduct or bad faith.

Notwithstanding the foregoing, Willis shall not be liable for any settlement of any proceeding effected without its written consent.

Section 7.03. Procedure. In order for any Indemnified Party to be entitled to any indemnification provided for under this Agreement in respect of, arising out of, or involving a claim made by any Person against the Indemnified Party (a “Third Party Claim”), such Indemnified Party must notify WEST in writing of the Third Party Claim within five Business Days of receipt of a summons, complaint or other written notice of the commencement of litigation and within ten Business Days after receipt by such Indemnified Party of any other written notice of the Third Party Claim. Thereafter, the Indemnified Party shall deliver to WEST, within a reasonable time after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third Party Claim.

Section 7.04. Defense of Claims. If a Third Party Claim is made against an Indemnified Party, (a) WEST or Willis, as the case may be, will be entitled to participate in the defense thereof and, (b) if it so chooses, to assume the defense thereof with counsel selected by WEST or Willis, as the case may be, provided that in connection with such assumption (i) such counsel is not reasonably objected to by the Indemnified Party and (ii) WEST or Willis, as the case may be, first admits in writing its liability to indemnify the Indemnified Party with respect to all elements of such claim in full. Should WEST or Willis, as the case may be, so elect to assume the defense of a Third Party Claim, WEST or Willis, as the case may be, will not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If WEST or Willis, as the case may be, elects to assume the defense of a Third Party Claim, the Indemnified Party will (i) cooperate in all reasonable respects with WEST or Willis, as the case may be, in connection with such defense and (ii) not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without WEST’s or Willis’, as the case may be, prior written consent. If WEST or Willis, as the case may be, shall assume the defense of any Third Party Claim, the Indemnified Party shall be entitled to participate in (but not control) such defense with its own counsel at its own expense. If WEST or Willis, as the case may be, does not assume the defense of any such Third Party Claim, the Indemnified Party may defend the same in such manner as it may deem appropriate, including settling such claim or litigation after giving notice to WEST or Willis, as the case may be, of such terms and, WEST or Willis, as the case may be, will promptly reimburse the Indemnified Party upon written request.

Section 8.01. Amendments. No amendment or waiver of any provision of this Series A2 Note Purchase Agreement shall in any event be effective unless the same shall be in writing and signed by all of the parties hereto, and then such amendment, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.

Section 8.02. Notices. All notices and other communications provided for hereunder shall, unless otherwise stated herein, be in writing (including telecopies) or delivered by

overnight courier service, as to each party hereto, at its address set forth below or at such other address as shall be designated by such party in a written notice to the other parties hereto. All such notices and communications shall, when telecopied or sent by overnight delivery service, be effective with respect to telecopy notices, when the sending machine receives confirmation of the transmission, and with respect to overnight delivery service when confirmed by signed receipt.

Section 8.03. No Waiver; Remedies. No failure on the part of any party hereto to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law.

Section 8.04. Binding Effect; Assignability. This Agreement shall be binding upon and inure to the benefit of WEST and the Series A2 Noteholders and their respective successors and assigns (including any subsequent Holders of the Series A2 Notes, subject to their executing and delivering an Assignment and Assumption); provided, however, that WEST shall not have the right to assign its rights hereunder or any interest herein (by operation of law or otherwise) without the prior written consent of the Series A2 Noteholders and that, prior to the occurrence of a Conversion Event, a Series A2 Noteholder shall not have the right to assign its rights and obligations hereunder to any Person that is not an Eligible Transferee. This Agreement shall create and constitute the continuing obligation of the parties hereto in accordance with its terms, and shall remain in full force and effect until such time as all amounts payable with respect to the Series A2 Notes shall have been paid in full.

Section 8.05. GOVERNING LAW; JURISDICTION. THIS SERIES A2 NOTE PURCHASE AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. Each of the parties to

this Agreement hereby agrees to the jurisdiction of the United States District Court for the Southern District of New York and any appellate court having jurisdiction to review the judgments thereof. Each of the parties hereby waives any objection based on forum non conveniens and any objection to venue of any action instituted hereunder in any of the aforementioned courts and consents to the granting of such legal or equitable relief as is deemed appropriate by such court.

Section 8.06. No Proceedings. (a) WEST agrees that so long as any of any CP Noteholder’s Commercial Paper Notes shall be outstanding or there shall not have elapsed one year plus one day since the last day on which any of such CP Noteholder’s Commercial Paper Notes shall have been outstanding, it shall not file, or join in the filing of, a petition against such CP Noteholder under the Federal Bankruptcy Code, or join in the commencement of any bankruptcy, reorganization, arrangement, insolvency, liquidation or other similar proceeding against such CP Noteholder.

Section 8.07. Execution in Counterparts. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement.

Section 8.08. Limited Recourse. The obligations of WEST under this Agreement shall be payable only out of the Collateral and the Series A2 Noteholders shall not look to any property or assets of WEST, other than to the Collateral remaining after all obligations of WEST under the Indenture are satisfied. To the extent that the proceeds of the Collateral after application in accordance with the provisions of the Indenture are insufficient to satisfy the obligations of WEST under the Indenture and under this Agreement, WEST shall have no further obligation in respect hereof and any remaining outstanding obligation shall be extinguished.

Section 8.09. Survival. All representations, warranties, guaranties and indemnifications (including the payment obligations in Article VII hereof) contained in this Agreement and in any document, certificate or statement delivered pursuant hereto or in connection herewith shall survive the sale and transfer of the Series A2 Notes.

Section 8.10. Appointment of Agent for Service of Process. WEST hereby appoints Corporation Service Company having an address at 1133 Avenue of the Americas, New York, New York 10036 as its agent for service of process in the State of New York.

Section 1.01 Definitions.

Section 6.01 Acceptance of Trusts and Duties. The duties and responsibilities of the Indenture Trustee shall be as expressly set forth herein, and no implied covenants or obligations shall be read into the Indenture against the Indenture Trustee. The Indenture Trustee accepts the trusts hereby created and applicable to it and agrees to perform the same but only upon the terms of this Indenture and agrees to receive and disburse all moneys received by it in accordance with the terms hereof. The Indenture Trustee in its individual capacity shall not be answerable or accountable under any circumstances, except for its own willful misconduct or negligence or bad faith or breach of its representations, warranties and/or covenants and the Indenture Trustee shall not be liable for any action or inaction of WEST or any other parties to any of the Related Documents.

Section 6.02 Absence of Duties. The Indenture Trustee shall have no duty to ascertain or inquire as to the performance or observance of any covenants, conditions or agreements on the part of any Lessee. Notwithstanding the foregoing, the Indenture Trustee, upon written request, shall furnish to any Noteholder, promptly upon receipt thereof, duplicates or copies of all reports, Notices, requests, demands, certificates, financial statements and other instruments furnished to the Indenture Trustee under this Indenture.

Section 6.03 Representations or Warranties. The Indenture Trustee does not make and shall not be deemed to have made any representation or warranty as to the validity, legality or enforceability of this Indenture, the Notes, any other securities or any other document or instrument or as to the correctness of any statement contained in any thereof, except that the Indenture Trustee in its individual capacity hereby represents and warrants (i) that each such specified document to which it is a party has been or will be duly executed and delivered by one of its officers who is and will be duly authorized to execute and deliver such document on its behalf, and (ii) this Indenture is the legal, valid and binding obligation of Deutsche Bank Trust Company Americas, enforceable against Deutsche Bank Trust Company Americas in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generally.

Section 6.04 Reliance; Agents; Advice of Counsel. The Indenture Trustee shall incur no liability to anyone acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper believed by it to be genuine and believed by it to be signed by the proper party or parties. The Indenture Trustee may accept a copy of a resolution of, in the case of WEST, the Controlling Trustees and, in the case of any other party to any Related Document, the governing body of such Person, certified in an accompanying Officer’s Certificate as duly adopted and in full force and effect, as conclusive evidence that such resolution has been duly adopted and that the same is in full force and effect. As to any fact or matter the manner of ascertainment of which is not specifically described herein, the Indenture Trustee shall be entitled to receive and may for all purposes hereof conclusively rely on a certificate, signed by an officer of any duly authorized Person, as to such fact or matter, and such certificate shall constitute full protection to the Indenture Trustee for any action taken or omitted to be taken by it in good faith in reliance thereon. The Indenture Trustee

shall furnish to the Servicer or the Administrative Agent upon written request such information and copies of such documents as the Indenture Trustee may have and as are necessary for the Servicer or the Administrative Agent to perform its duties under Articles II and III hereof. The Indenture Trustee shall assume, and shall be fully protected in assuming, that WEST is authorized by its constitutional documents to enter into this Indenture and to take all action permitted to be taken by it pursuant to the provisions hereof, and shall not inquire into the authorization of WEST with respect thereto.

Section 6.05 Not Acting in Individual Capacity. The Indenture Trustee acts hereunder solely as trustee unless otherwise expressly provided; and all Persons, other than the Noteholders to the extent expressly provided in this Indenture, having any claim against the Indenture Trustee by reason of the transactions contemplated hereby shall look, subject to the lien and priorities of payment as herein provided, only to the property of WEST for payment or satisfaction thereof.

Section 6.06 No Compensation from Noteholders. The Indenture Trustee agrees that it shall have no right against the Noteholders for any fee as compensation for its services hereunder.

Section 6.07 Notice of Defaults. As promptly and soon as practicable after, and in any event within thirty (30) days after, the occurrence of any Default hereunder, the Indenture Trustee shall transmit by mail to WEST and the Noteholders holding Notes of the related Series, notice of such Default hereunder actually known to a Responsible Officer of the Indenture Trustee, unless such Default shall have been cured or waived; provided, however, that, except in the case of a Default on the payment of the interest, principal, or premium, if any, on any Note, the Indenture Trustee shall be fully protected in withholding such notice if and so long as a trust committee of Responsible Officers of the Indenture Trustee in good faith determines that the withholding of such notice is in the interests of the Noteholders of the related Series.

Section 6.08 Indenture Trustee May Hold Securities. The Indenture Trustee, any Paying Agent, the Note Registrar or any of their Affiliates or any other agent in their respective individual or any other capacity, may become the owner or pledgee of securities and, may otherwise deal with WEST with the same rights it would have if it were not the Indenture Trustee, Paying Agent, Note Registrar or such other agent.

Section 6.09 Corporate Trustee Required; Eligibility. There shall at all times be an Indenture Trustee which shall meet the Eligibility Requirements. If such corporation publishes reports of conditions at least annually, pursuant to law or to the requirements of federal, state, territorial or District of Columbia supervising or examining authority, then for the purposes of this Section 6.09, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of conditions so published. In case at any time the Indenture Trustee shall cease to be eligible in accordance with the provisions of this Section 6.09 to act as Indenture Trustee, the Indenture Trustee shall resign immediately as Indenture Trustee in the manner and with the effect specified in Section 7.01 hereof.

Section 6.10 Reports by WEST. WEST shall furnish to the Indenture Trustee, within 120 days after the end of each fiscal year, a brief certificate from the principal executive officer, principal accounting officer or principal financial officer of the Administrative Agent, as applicable, as to his or her knowledge of WEST’s compliance with all conditions and covenants under this Indenture (it being understood that for purposes of this Section 6.10, such compliance shall be determined without regard to any period of grace or requirement of notice provided under this Indenture).

Section 6.11 Compensation. WEST covenants and agrees to pay to the Indenture Trustee from time to time, and the Indenture Trustee shall be entitled to, the fees and expenses agreed in writing between WEST and the Indenture Trustee, and will further pay or reimburse the Indenture Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Indenture Trustee in accordance with any of the provisions hereof or any other documents executed in connection herewith (including the reasonable compensation and the reasonable expenses and disbursements of its counsel and of all persons not regularly in its employ).

Section 7.01 Resignation and Removal of Indenture Trustee. The Indenture Trustee may resign as to all or any of the Series of the Notes at any time without cause by giving at least sixty (60) days’ prior written notice to WEST, the Servicer, the Administrative Agent and the Holders, provided that the Indenture Trustee shall continue to serve as Indenture Trustee until a successor has been appointed pursuant to Section 7.02 hereof. The Requisite Majority may at any time remove the Indenture Trustee as to such Series without cause by an instrument in writing delivered to WEST, the Servicer, the Administrative Agent, the Security Trustee and the Indenture Trustee being removed. In addition, WEST may remove the Indenture Trustee as to any of the Series of the Notes if: (i) such Indenture Trustee fails to comply with Section 7.02(d) hereof, (ii) such Indenture Trustee is adjudged a bankrupt or an insolvent, (iii) a receiver or public officer takes charge of such Indenture Trustee or its property or (iv) such Indenture Trustee becomes incapable of acting. References to the Indenture Trustee in this Indenture include any successor Indenture Trustee as to all or any of the Series of the Notes appointed in accordance with this Article VII.

Section 7.02 Appointment of Successor.

Section 8.01 Indemnity. WEST shall indemnify the Indenture Trustee (and its officers, directors, employees and agents) for, and hold it harmless from and against, any loss, liability, claim, obligation, damage, injury, penalties, actions, suits, judgments or expense (including attorney’s fees and expenses) incurred by it without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this Indenture and its duties under this Indenture and the Notes, including the costs and expenses of defending itself against any claim or liability and of complying with any process served upon it or any of its officers in connection with the exercise or performance of any of its powers or duties and hold it harmless against, any loss, liability or reasonable expense incurred without negligence or bad faith on its part, arising out of or in connection with actions taken or omitted to be taken in reliance on any Officer’s Certificate furnished hereunder, or the failure to furnish any such Officers’ Certificate required to be furnished hereunder. The Indenture Trustee shall notify the Holders, WEST and the Servicer and, in the case of any such claim in excess of 5% of the Appraised Value of the Portfolio, the Rating Agencies, promptly of any claim asserted against

the Indenture Trustee for which it may seek indemnity; provided, however, that failure to provide such notice shall not invalidate any right to indemnity hereunder except to the extent WEST is prejudiced by such delay. WEST shall defend the claim and the Indenture Trustee shall cooperate in the defense [unless the Indenture Trustee determines that an actual or potential conflict of interest exists, in which case the Indenture Trustee shall be entitled to retain separate counsel and WEST shall pay the reasonable fees and expenses of such counsel]. WEST need not pay for any settlements made without its consent; provided that such consent shall not be unreasonably withheld. WEST need not reimburse any expense or indemnity against any loss or liability incurred by the Indenture Trustee through negligence or bad faith.

Section 8.02 Noteholders’ Indemnity. The Indenture Trustee shall be entitled, subject to such Indenture Trustee’s duty during a default to act with the required standard of care, to be indemnified by the Holders of the applicable Series of the Notes before proceeding to exercise any right or power under this Indenture or the Servicing Agreement at the request or direction of such Holders.

Section 8.03 Survival. The provisions of Sections 8.01 and 8.02 hereof shall survive the termination of this Indenture or the earlier resignation or removal of the Indenture Trustee.

Section 9.01 Supplemental Indentures Without the Consent of the Noteholders.

Section 9.02 Supplemental Indentures with the Consent of Noteholders.

Section 9.03 Execution of Supplemental Indentures.

Section 9.04 Effect of Supplemental Indentures.

Section 9.05 Reference in Notes to Supplemental Indentures.

Section 9.06 Issuance of Additional Series of Notes.

Section 10.01 Modification and Waiver with Consent of Holders.

Section 10.02 Modification Without Consent of Holders.

Section 10.03 Subordination and Priority of Payments.

Section 10.04 Execution of Amendments by Indenture Trustee.

Section 11.01 Subordination.

Section 12.01 Discharge of Liability on the Notes; Defeasance.

Section 12.02 Conditions to Defeasance.

Section 12.03 Application of Trust Money.

Section 12.04 Repayment to Issuer.

Section 12.05 Indemnity for Government Obligations and Corporate Obligations.

Section 12.06 Reinstatement.

Section 13.01 Right of Indenture Trustee to Perform.

Section 13.02 Waiver.

Section 13.03 Severability.

Section 13.04 Notices.

Section 13.05 Assignments.

Section 13.06 Currency Conversion.

Section 13.07 Application to Court.

Section 13.08 Governing Law.

Section 13.09 Jurisdiction.

Section 13.10 Counterparts.

Section 13.11 Table of Contents, Headings, Etc.

Section 4.02 Conditions to Loans. The obligations of the Series A2 Noteholders to make Loans to WEST under this Supplement and the Series A2 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 A2 Note Purchase Agreement.

Section 5.01 Indenture Representations and Warranties. To induce the Series A2 Noteholders to purchase the Series A2 Notes hereunder and to make Loans from time to time, WEST hereby makes to the Indenture Trustee for the benefit of the Series A2 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 A2 Noteholders to purchase the Series A2 Notes hereunder and to make Loans from time to time, WEST hereby makes to the Indenture Trustee for the benefit of the Series A2 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:

Section 5.03 Covenants. To induce the Series A2 Noteholders to purchase the Series A2 Notes hereunder and to make Loans from time to time, WEST hereby covenants with the Indenture Trustee for the benefit of the Series A2 Noteholders as follows:

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

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

Section 6.03 Governing Law. THIS SUPPLEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAWS BUT OTHERWISE WITHOUT REFERENCE TO ITS CONFLICTS OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

Section 6.04 Notices to Rating Agencies. Whenever any notice or other communication is required to be given to the Rating Agencies pursuant to the Indenture or this Supplement, such notice or communication shall be delivered as follows: (i) to Moody’s at Moody’s Investors Service, Inc., 99 Church Street, New York, New York 10004, Attention: ABS Monitoring Group and (ii) if to Fitch at One State Street Plaza, New York, New York 10004, Attention: [ ]. Any rights to notices conveyed to a Rating Agency pursuant to the terms of this Supplement shall terminate immediately if such Rating Agency no longer has a rating outstanding with respect to the Series A2 Notes.

Section 6.05 Statutory References. References in this Supplement and any other Series A2 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 A2 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 A2 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 A2 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 A2 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 A2 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 A2 Noteholders.

SECTION 1.01. Definitions.

SECTION 2.01. Appointment.

SECTION 2.02. Services.

SECTION 2.03. Limitations.

SECTION 3.01. Standard of Care.

SECTION 3.02. Conflicts of Interest.

SECTION 3.03. Standard of Liability.

SECTION 3.04. Waiver of Implied Standard.

SECTION 4.01. Representations and Warranties by WEST and the Subsidiaries.

SECTION 4.02. Representations and Warranties by Servicer.

SECTION 5.01. Staff and Resources.

SECTION 5.02. Access.

SECTION 5.03. Compliance with Law.

SECTION 5.04. Commingling.

SECTION 5.05. Notes Offering.

SECTION 5.06 Notification of Defaults.

SECTION 6.01. Cooperation.

SECTION 6.02. No Representation with Respect to Third Parties.

SECTION 6.03. Related Document Amendments.

SECTION 6.04. Other Servicing Arrangements.

SECTION 6.05. Communications.

SECTION 6.06. Ratification.

SECTION 6.07. Execution, Amendment, Modification or Termination of Engine Documents.

SECTION 6.08. Accounts and Cash Arrangements of WEST and the Subsidiaries.

SECTION 6.09. Notification of Bankruptcy.

SECTION 6.10. Further Assurances.

SECTION 6.11. Covenants.

SECTION 6.12 Limitation of Obligation.

SECTION 7.01. WEST and the Subsidiaries’ Responsibility.

SECTION 7.02. Instructions by WEST.

SECTION 7.03. Request for Authority.

SECTION 7.04. Overall Business Objectives with Respect to Engine.

SECTION 7.05. Operating Budget; Asset Expenses Budget.

SECTION 7.06. Transaction Approval Requirements.

SECTION 8.01. Effectiveness.

SECTION 9.01. Servicing Fees.

SECTION 9.02. Rent Based Fee.

SECTION 9.03. Disposition Fee.

SECTION 9.04. Expenses.

SECTION 10.01. Term.

SECTION 10.02. Right to Terminate.

SECTION 10.03. Consequences of Termination.

SECTION 10.04. Survival.

SECTION 11.01. Indemnity.

SECTION 11.02. Procedures for Defense of Claims.

SECTION 11.03. Reimbursement of Costs.

SECTION 12.01. Assignment and Delegation.

SECTION 13.01. Reasonable Efforts.

SECTION 13.02. Notices.

SECTION 13.03. Governing Law.

SECTION 13.04. Jurisdiction.

SECTION 13.05. Waiver of Jury Trial.

SECTION 13.06. Counterparts; Third Party Beneficiaries.

SECTION 13.07. Entire Agreement.

SECTION 13.08. Power of Attorney.

SECTION 13.09. Restrictions on Disclosure.

SECTION 13.10. Rights of Setoff.

SECTION 13.11. Nonpetition.

SECTION 13.12. Severability.

SECTION 13.13. Amendments.

Consolidated Financial Statements

(b) On the Initial Closing Date, each of the Series A2 Noteholders shall, upon satisfaction of the applicable conditions set forth in Sections 3.02 and 3.03 hereof, make a Loan to WEST in the amount set forth beside its name on Schedule 1.

(c) On any Business Day after the Initial Closing Date and prior to the date on which a Conversion Event occurs, each of the Series A2 Noteholders agrees that it shall make a Loan to WEST in the amount specified in a Funding Request delivered to the Series A2 Noteholders by WEST at least three Business Days prior to the Funding Date set forth in such Funding Request, which shall specify (i) the aggregate amount of the Loans to be made by the Series A2 Noteholders and the amount of the Loan to be made by each individual Series A2 Noteholder on such Funding Date, (ii) the proposed Funding Date, and (iii) the use of the proceeds of such Loans, including the Engine Information for any Funding Date Engine being acquired with the proceeds of such Loans. Each Funding Request delivered by WEST pursuant to this Section 2.04 shall be irrevocable. On the Funding Date, each of the Series A2 Noteholders shall, upon satisfaction of the applicable conditions set forth in Article III hereof and Article IV of the Series A2 Supplement, make available to WEST by wire transfer in immediately available funds, at such bank or other location reasonably designated by WEST in the applicable Funding Request, an amount equal to the amount of such Loan related to such Funding.

(d) If any Series A2 Noteholder shall default on its obligation to make a Loan on any Funding Date, one or more of the other Series A2 Noteholders may elect (but shall not be required to) to make the Loan of the defaulting Series A2 Noteholder. In such event, the Maximum Principal Balance of the Series A2 Note held by the defaulting Series A2 Noteholder and the Maximum Commitment of the defaulting Series A2 Noteholder shall be reduced by the amount of the Loan so made, and the Maximum Principal Balance of the Series A2 Note held by the Series A2 Noteholder making such Loan and the Maximum Commitment of such Series A2 Noteholder shall be increased by the amount of such Loan.

(e) WEST may, within 75 days, but no later than 45 days, prior to the then existing Conversion Date, by written notice to each Series A2 Noteholder, make written request for the Series A2 Note Noteholders to extend the Conversion Date for an additional period of 364 days. The Series A2 Noteholders shall make a determination, in their sole discretion and after a full credit review, not more than 30 days and not less than 15 days prior to the then applicable Conversion Date as to whether or not they will agree to extend the Conversion Date; provided, however, that the failure of any Series A2 Noteholder to make a timely response to WEST’s request for extension of the Conversion Date shall be deemed to constitute a refusal by such Series A2 Noteholders to extend the Conversion Date. It shall be a condition to the extension of the Conversion Date that (i) the commitment of all of the Series A2 Noteholders under the Series A2 Note Purchase Agreement be extended to the same date, (ii) a Rating Agency Confirmation shall have been received in respect of such extension and (iii) the commitments of all Series B2 Noteholders under the Series B2 Note Purchase Agreement be extended to the same date.

(b) WEST may, upon at least five Business Days’ notice to the Series A2 Noteholders, terminate in whole or reduce in part the aggregate Maximum Commitments of the Series A2 Noteholders and the Maximum Principal Balances of the Series A2 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 A2 Notes; provided that any partial reduction of the aggregate Maximum Commitments of the Series A2 Noteholders and the Maximum Principal Balances of the Series A2 Notes shall be applied pro rata to the individual Maximum Commitments of the Series A2 Noteholders and the Maximum Principal Balances of the Series A2 Notes, respectively, and shall be accompanied by a proportionate partial reduction of the aggregate Maximum Commitments of the Series B2 Noteholders. Each notice of reduction or termination pursuant to this Section 2.03(b) shall be irrevocable, and such reduction shall be deemed to occur without any Series A2 Noteholder having to surrender its Series A2 Notes in exchange for a new Series A2 Note reflecting the reduced Maximum Principal Balance.

(a) All of the conditions precedent to the obligations of WEST set forth in Section 6A of the Series A1 Note Purchase Agreement shall have been satisfied by WEST and WEST, Willis and the Series A1 Noteholders shall have executed and delivered the Series A1 Note Purchase Agreement.

(b) WEST, Willis and the Series A2 Noteholders shall have executed and delivered this Agreement.

(c) WEST, Willis and the Series B2 Noteholders shall have executed and delivered the Series B2 Note Purchase Agreement.

(d) WEST, Willis and the Series B1 Noteholders shall have executed and delivered the Series B1 Note Purchase Agreement.

(a) The Series A2 Noteholders shall have received from WEST a certificate, dated the Initial Closing Date and executed by a Controlling Trustee, to the effect that:

(b) The Series A2 Noteholders shall have received from Willis a certificate, dated the Initial Closing Date and executed by a Responsible Officer, to the effect that:

(c) The Series A2 Noteholders shall have received the following:

(d) The Series A2 Noteholders shall have received from the Secretary or other Responsible Officer of Willis, in the officer’s individual capacity, a certificate, dated the Initial Closing Date, to the effect that:

(e) The Series A2 Noteholders shall have received from a Controlling Trustee of WEST a certificate, dated the Closing Date, to the effect that:

(f) The Series A2 Noteholders shall have received from the Secretary or other Responsible Officer of WEST Funding, in the officer’s individual capacity, a certificate, dated the Closing Date, to the effect that:

(g) The Series A2 Noteholders shall have received from Thomas C. Nord, in his capacity as General Counsel of Willis and Pillsbury Winthrop Shaw Pittman LLP, in its capacity as special New York counsel for Willis, WEST and WEST Funding, an opinion or opinions, dated the Initial Closing Date and addressed to the Series A2 Noteholders, addressing corporate/entity matters, enforceability, security interest, tax, securities law and disclosure matters, that is or are in form and substance reasonably acceptable to the Series A2 Noteholders.

(h) The Series A2 Noteholders shall have received from Morris, James, Hitchens & Williams LLP, in its capacity as special Delaware counsel for Willis, WEST and WEST Funding, an opinion or opinions, dated the Initial Closing Date and addressed to the Series A2 Noteholders, addressing Delaware entity and security interest perfection matters, that is in form and substance reasonably acceptable to the Series A2 Noteholders.

(i) The Series A2 Noteholders shall have received from Pillsbury Winthrop Shaw Pittman LLP, in its capacity as special bankruptcy counsel for Willis, WEST and WEST Funding, an opinion or opinions, dated the Closing Date and addressed to the Indenture Trustee and the Security Trustee, addressing “true sale” matters in connection with the transfers contemplated under the Asset Transfer Agreement, and substantive consolidation with respect to WEST and its subsidiaries and Willis, in each case under the U.S. federal bankruptcy law, that is or are in form and substance acceptable to the Placement Agent in its sole discretion.

(j) The Series A2 Notes shall have been rated by Moody’s and Fitch not less than Baa1 and “A”, respectively, and such ratings shall not have been rescinded.

(k) The Series A2 Transaction Documents and the Related Documents shall have been duly executed and delivered by the parties thereto.

(l) The Series A2 Notes shall have been executed by WEST and authenticated by the Indenture Trustee.

(m) Evidence of recordation of the Initial Engine Mortgages with the FAA and an opinion from McAfee & Taft in its capacity as special The Series A2 Notes shall have been executed by WEST and authenticated by the Indenture Trustee.

(n) All proceedings in connection with the transactions contemplated by this Agreement, the other Series A2 Transaction Documents and the Related Documents shall be satisfactory in form and substance to the Series A2 Noteholders.

(a) Funding Request. WEST shall have delivered a Funding Request to the Series A2 Noteholders in respect of such Loans at least three (3) Business Days prior to the Funding Date.

(b) Series A2 Loans. On such Funding Date, Loans are also made by the Series B2 Noteholders under the Series B2 Note Purchase Agreement in an amount that shall be accompanied by a proportionate partial reduction of the aggregate Maximum Commitments of the Series A2 Noteholders under this Agreement.

(c) No Conversion Event. As of the Funding Date, as applicable, no Conversion Event shall have occurred, unless Noteholders representing one hundred percent (100%) of the Outstanding Principal Balance of the Series A2 Notes and the Series B2 Notes have waived the occurrence of each and every Conversion Event that has occurred.

(d) No Early Amortization Event. Before and after giving effect to such Loan, no Early Amortization Event shall have occurred, unless Noteholders representing one hundred percent (100%) of the Outstanding Principal Balance of the Series A2 Notes and the Series B2 Note have waived the occurrence of each and every Early Amortization Event that has occurred.

(e) No Servicer Termination Event. Before and after giving effect to such Loan, no Servicer Termination Event shall have occurred, unless Noteholders representing one hundred percent (100%) of the Outstanding Principal Balance of the Series A2 Notes and the Series B2 Note have waived the occurrence of each and every Servicer Termination Event that has occurred.

(f) No Violation of Maximum Commitment. Before and after giving effect to such Loan, the aggregate Outstanding Principal Balance of the Series A2 Notes will not exceed the Maximum Commitment of the Series A2 Noteholders.

(g) No Senior Borrowing Base Deficiency. Before and after giving effect to such Loan, and the acquisition of any Additional Engine with the proceeds thereof, no Senior Borrowing Base Deficiency is or would be continuing.

(h) Senior Borrowing Base and Junior Borrowing Base. Before and after giving effect to such Loan, the aggregate Outstanding Principal Balance of all Series then Outstanding does not exceed the Senior Borrowing Base or the Junior Borrowing Base, as the case may be.

(i) Certificate. Each of the following shall be true and the Indenture Trustee shall have received a certificate signed by a Controlling Trustee of WEST stating that

(j) Available Collections Amount. If the proceeds of the Loan are being used to increase the Available Collections Amount on any Payment Date, the Indenture Trustee shall have received a certificate from the Administrative Agent to the effect that the Available Collections Amount for such Payment Date without the inclusion of such Loan is in an amount sufficient to pay Base Interest on all Series B Notes in accordance with Section 3.13 of the Indenture.

(k) Engine Modifications. If the proceeds of the Loan are being used to fund Mandatory Engine Modifications or Discretionary Engine Modifications, the Indenture Trustee, the Series A2 Noteholders and the Series B Noteholders shall have received (x) evidence satisfactory to the Indenture Trustee, the Series A2 Noteholders and the Series B2 Noteholders that the approvals by the Controlling Trustees required by Section 5.03(c) of the Indenture and (y) invoices or other evidence of the cost of such Mandatory Engine Modifications or Discretionary Engine Modifications, as the case may be, have been obtained.

(l) Funding Date Engine. If the proceeds of the Loan are to be used to acquire the Third Remaining Engine or an Additional Engine (all such Engines being collectively referred to herein with respect to the applicable Funding Date as, the “Funding Date Engines”), the Indenture Trustee shall have received evidence satisfactory to the Indenture Trustee as to the following:

(m) Mortgage and Acquisition Agreement. If the proceeds of the Loan are to be used to acquire a Funding Date Engine, the following documents shall have been duly executed and delivered by the indicated parties: a Mortgage, duly executed and delivered by the Engine Subsidiary or Engine Trust that will own such Funding Date Engine (the “Buyer”), and an Acquisition Agreement, duly executed and delivered by WEST, the applicable Seller and any WEST Subsidiary a party thereto (including the Buyer, if applicable);

(n) Lease. If a Funding Date Engine is subject to a Lease, (i) such Lease meets the requirements of the Indenture, (ii) a chattel paper copy of the Lease for each Funding Date Engine and a chattel paper copy of any Lease Supplement for each Funding Date Engine shall have been delivered pursuant to the requirements of the Security Trust Agreement and the Custodial Agreement (or if any such chattel paper copy does not exist, appropriate evidence with respect to the missing chattel paper copy reasonably acceptable to the Indenture Trustee and the Series A2 Noteholders), and (iii) the Lessee under each Lease relating to each Funding Date Engine shall have been directed to remit to the Collections Account all Lease Payments owing pursuant to such Lease;

(o) Maintenance Reserves. If a Funding Date Engine is subject to a Lease that requires Maintenance Reserves Payments, any Maintenance Reserve Payment Balance for each such Funding Date Engine shall have been transferred to the Engine Reserve Account.

(p) Security Deposits. If a Funding Date Engine is subject to a Lease that requires Security Deposits, such Security Deposits, if any, for each such Funding Date Engine that are in the form of cash or funds shall have been transferred to the Security Deposit Account and such Security Deposits, if any, in the form of letters of credit or similar collateral shall have been transferred to the Security Trustee.

(q) Engine Trustee Documents. With respect to each Funding Date Engine owned or to be owned by an Engine Trustee, the Security Trustee shall have received from such Engine Trustee (i) a copy of the resolutions of the Board of Directors of the Engine Trustee, in its individual capacity, certified by a Responsible Officer of the Engine Trustee, duly authorizing the execution, delivery and performance by the Engine Trustee of each of the Related Documents to which the Engine Trustee is or will be a party; (ii) an incumbency certificate of the Engine Trustee, as to the persons authorized to execute and deliver the Related Documents to which it is or will be a party and the signatures of such person or persons; and (iii) a legal

opinion of counsel to the Engine Trustee with respect to the due authorization, execution and delivery by the Engine Trustee of the Related Documents to which it is or will be a party.

(r) Legal Opinions. If a Funding Date Engine is being acquired, the Indenture Trustee shall have received an opinion of special FAA counsel in the United States as to the creation, priority and perfection of the security interest created by the Mortgage in each Funding Date Engine and the other Collateral effected pursuant to clause (k)(v) above, in form and substance satisfactory to the Indenture Trustee.

(s) Insurance. If a Funding Date Engine that is being acquired is subject to a Lease, the Indenture Trustee shall have received a certificate from an insurance broker, naming the Indenture Trustee as sole loss payee and additional insured.

(t) Governmental Consents. The Indenture Trustee shall have received originals (or copies certified to be true copies by a Responsible Officer of the Administrative Agent) of all approvals or consents of Governmental Authorities or other third parties, if any, necessary for WEST to execute, deliver and perform its obligations under the Related Documents and the transactions contemplated thereby.

(u) Illegality. No change shall have occurred after the date of this Agreement in Applicable Law or regulations thereunder or interpretations thereof by appropriate regulatory authorities or any court that would make it illegal for any party to execute, deliver and perform the Series A2 Related Documents to which it is a party and no action or proceeding shall have been instituted nor shall any action or proceeding be threatened before any court or Governmental Authority, nor shall any order, judgment or decree have been issued by any court or Governmental Authority prior to the Funding Date to set aside, restrain, enjoin or prevent the completion and consummation of this Agreement or any other Series A2 Transaction Document or the transactions contemplated hereby or thereby.

(v) Senior Restricted Cash Account. After giving effect to such Loan, the balance of funds on deposit in the Senior Restricted Cash Account Shall be not less than the Senior Restricted Cash Amount (calculated after giving effect to such Loan).

(a) WEST has been duly formed and is validly existing as a Delaware statutory trust in good standing under the laws of the State of Delaware with organizational power and authority to own, lease and operate its properties and to conduct its business as described in the Offering Memorandum, has been duly qualified as a foreign trust to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to be so

qualified would not have a material adverse effect on (i) its condition (financial or otherwise), results of operations, assets, affairs of WEST and the WEST Subsidiaries taken as a whole, or (ii) the ability of WEST to perform its obligations under any Related Document to which it is a party, or (iii) the enforceability of any Related Document including the ability of the Indenture Trustee to enforce its rights under any Related Document (any of clauses (i), (ii) and (iii), a “Material Adverse Effect”).

(b) WEST Funding has been duly formed and is validly existing as a Delaware limited liability company in good standing under the laws of the State of Delaware with corporate power and authority to own, lease and operate its properties and to conduct its business as currently conducted, has been duly qualified as a foreign limited liability company to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to be so qualified would not have a Material Adverse Effect.

(c) WEST has all requisite organizational power and authority to execute, deliver and perform its obligations under this Agreement and the other Related Documents and to consummate the transactions contemplated hereby and thereby, including, without limitation, the organizational power and authority to issue, sell and deliver the Series A2 Notes as provided herein and therein.

(d) This Agreement, the Indenture and each of the other Related Documents to which WEST is a party have been, or as of the Initial Closing Date will be, duly authorized, executed and delivered by WEST and constitute valid and legally binding agreements enforceable against WEST in accordance with their terms, except as enforceability may be limited by (A) bankruptcy, insolvency, fraudulent conveyance, reorganization, receivership, moratorium or other similar laws affecting the enforcement of the rights of creditors generally, (B) general principles of equity, whether enforcement is sought in a proceeding in equity or at law, and (C) public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of such Related Documents that purport to provide indemnification from securities law liabilities.

(e) The Series A2 Notes have been duly and validly authorized by WEST for issuance and sale to the Series A2 Noteholders pursuant to this Agreement and, when issued and authenticated in accordance with the terms of the Indenture and the Series A2 Supplement and delivered against payment therefor in accordance with the terms hereof, will constitute valid and legally binding obligations of WEST, enforceable against WEST in accordance with their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies, and to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (whether considered in a proceeding at law or in equity), and will be entitled to the benefits of the Indenture.

(f) Neither WEST nor any WEST Subsidiary is (A) in violation of its organizational documents, (B) in default in the performance or observance of any material obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, loan agreement, note, lease or other instrument to which WEST or any WEST Subsidiary is a

party, or to which any of the property or assets of WEST or of any WEST Subsidiary may be subject, or by which it may be bound, or (C) in violation of any applicable local, state or federal law, statute, ordinance, rule, regulation, requirement, judgment or court decree having jurisdiction over any of them or any of their assets or properties (whether owned or leased) other than, in the case of clauses (B) and (C), any default or violation that could not reasonably be expected to (x) individually or in the aggregate, result in a Material Adverse Effect, or (y) in any manner draw into question the validity of this Agreement or any other Related Document.

(g) None of (A) the execution, delivery or performance by WEST or any WEST Subsidiary of this Agreement and the other Related Documents, (B) the issuance and sale of the Series A2 Notes, and (C) consummation of the transactions contemplated hereby and thereby violates, conflicts with or constitutes a breach of any of the terms or provisions of, or a default under (or an event that with notice or the lapse of time, or both, would constitute a default), or requires consent that has not been obtained under, or will result in the imposition of a lien or encumbrance other than a Permitted Encumbrance, on any properties of WEST or any WEST Subsidiary, or an acceleration of any indebtedness of WEST or any WEST Subsidiary pursuant to (i) the organizational documents of WEST or any WEST Subsidiary, (ii) material obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, loan agreement, note, lease or other instrument to which WEST or any WEST Subsidiary is a party, or to which any of the property or assets of WEST or of any WEST Subsidiary may be subject, or by which it may be bound, (iii) any statute, rule or regulation applicable to WEST or any WEST Subsidiary or any of their assets or properties or (iv) any judgment, order or decree of any court or Governmental Authority having jurisdiction over WEST or any WEST Subsidiary or any of their assets or properties, except in the case of clauses (ii), (iii) and (iv) for such violations, conflicts, breaches, defaults, consent, impositions of liens or accelerations that would not singly, or in the aggregate, have a Material Adverse Effect.

(h) There is no action, suit or proceeding before or by any court or Governmental Authority, domestic or foreign, now pending, or, to the knowledge of WEST, threatened, against or affecting WEST or any of the WEST Subsidiaries or any of their respective properties, at law or in equity, that, if adversely determined, would have a Material Adverse Effect or that might materially and adversely affect the consummation of the transactions contemplated by the Related Documents to which WEST or any WEST Subsidiary is a party.

(i) No authorization, approval, consent or order of or filing, registration, qualification, license or permit of or with any court or Governmental Authority or agency or any other Person is necessary in connection with (A) assuming the accuracy of the representations, warranties, agreements and covenants of each of the Series A2 Noteholders contained in Articles V hereof, the offering, issuance or sale of the Series A2 Notes hereunder and (B) the execution, delivery and performance by Willis, WEST and the WEST Subsidiaries of this Agreement and the other Related Documents, except such as have been, or as of the Closing Date will have been, obtained, or such as may otherwise be required under applicable state securities laws in connection with the offer for sale and the purchase by the Series A2 Noteholders of the Series A2 Notes, any recordation of the pledge of the Collateral to the Security Trustee pursuant to the Security Trust Agreement that has not yet been completed, or other than as provided in the Related Transaction Documents.

(j) Since July 25, 2005, (A) there has been no material adverse change, or any development that is reasonably likely to result in a Material Adverse Effect, whether or not arising in the ordinary course of business, and (B) there have been no transactions entered into by WEST or any WEST Subsidiary, other than those in the ordinary course of business, that are material with respect to WEST and the WEST Subsidiaries taken as a whole.

(k) WEST and each of the WEST Subsidiaries, at the Initial Closing Date and on each Funding Date, will have good and marketable title to all properties and assets, free and clear of all liens, charges, encumbrances or restrictions, except for Permitted Encumbrances or are not material to the business of WEST and the WEST Subsidiaries.

(l) WEST and each WEST Subsidiary possesses, and at the Initial Closing Date and on each Funding Date, will possess all material licenses, certificates, authorities or permits, if any are required pursuant to prevailing Applicable Law, issued by the appropriate state, federal or foreign regulatory agencies or bodies necessary to conduct its business, and WEST has not received any notice of proceedings relating to the revocation or modification of any such license, certificate, authority or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, (1) would result in a Material Adverse Effect, or (2) would materially and adversely affect the ability of WEST to perform its obligations hereunder or under the Related Documents.

(m) No part of the proceeds of the Loans will be used for “buying” or “carrying” any “margin stock” within the respective meanings of each of the quoted terms under Regulation T, U and X as now and from time to time hereafter in effect or for any purpose that violates the provisions of the Regulations of the Board.

(n) WEST is not, and after giving effect to the sale of the Series A2 Notes to the Series A2 Noteholders pursuant to this Agreement and the application of the proceeds therefrom, will not be an “investment company” under the 1940 Act nor is WEST an entity “controlled” by an “investment company” as such term is defined in the 1940 Act.

(o) Other than the insurance with respect to the Engines under Leases, which insurance is maintained by the respective Lessees, WEST and the WEST Subsidiaries maintain insurance with respect to the assets, properties and business of WEST and the WEST Subsidiaries of the types and in amounts generally deemed adequate for their businesses and consistent with insurance coverage maintained by similar companies and businesses and as required by the Indenture and other Related Documents, all of which insurance is in full force and effect.

(p) Any taxes, fees and other governmental charges in connection with the execution, delivery and issuance of the Related Documents to which WEST is a party and of the Series A2 Notes have been paid or will be paid at or prior to the Closing Date.

(q) Assuming the accuracy of the representations, warranties, agreements and covenants of each of the Series A2 Noteholders contained in Article V hereof, the offer, sale and delivery of the Series A2 Notes in the manner contemplated by this Agreement do not require

registration under the Securities Act and, in connection therewith, the Indenture is not required to be qualified under the Trust Indenture Act of 1939.

(r) No securities of the same class (within the meaning of paragraph (d)(3) of Rule 144A under the Securities Act) as the Series A2 Notes are listed on any national securities exchange registered under Section 6 of the Exchange Act or quoted on any United States automated inter-dealer quotation system.

(s) Neither WEST nor any of its affiliates (as defined for purposes of Rule 501(b) of Regulation D) has, directly or through any agent (provided that no representation is made as to the Series A2 Noteholders or any person acting on their behalf), (i) sold, offered for sale, solicited offers to buy or otherwise negotiated in respect of any security (as defined for purposes of the Securities Act) that is or will be integrated with the offering and sale of the Notes in a manner that would require the registration thereof under the Securities Act or (ii) solicited any offer to buy or offer to sell the Notes in any manner involving a public offering (within the meaning of Section 4(2) of the Securities Act), including by means of, or in connection with the offering of the Notes otherwise engaging in, any form of general solicitation or general advertising (within the meaning of Regulation D).

(t) WEST and any “employee benefit plan” (as defined under the Employee Retirement Income Security Act of 1974, as amended, and the regulations and published interpretations thereunder (collectively, “ERISA”)) established or maintained by WEST, or its “ERISA Affiliates” (as defined below) are in compliance in all material respects with ERISA. “ERISA Affiliate” means, with respect to WEST or a WEST Subsidiary, any member of any group of organizations described in Sections 414(b), (c), (m) or (o) of the Internal Revenue Code of 1986, as amended, and the regulations and published interpretations thereunder (the “Code”) of which WEST is a member. No “reportable event” (as defined under ERISA) has occurred or is reasonably expected to occur with respect to any “employee benefit plan” established or maintained by WEST, or any of its ERISA Affiliates. No “employee benefit plan” established or maintained by WEST, or any of its ERISA Affiliates, if such “employee benefit plan” were terminated, would have any “amount of unfunded benefit liabilities” (as defined under ERISA). Neither WEST nor any of its ERISA Affiliates has incurred or reasonably expects to incur any liability under (i) Title IV of ERISA with respect to termination of, or withdrawal from, any “employee benefit plan” or (ii) Sections 412, 4971, 4975 or 4980B of the Code. Each “employee benefit plan” established or maintained by WEST, or any of its ERISA Affiliates that is intended to be qualified under Section 401(a) of the Code is so qualified and nothing has occurred, whether by action or failure to act, which would cause the loss of such qualification.

(u) The representations and warranties of WEST and each WEST Subsidiary in the Security Trust Agreement will be true and correct (unless such representation or warranty specifically relates to an earlier date in which case it shall be true and correct as of such earlier date).

(v) The representations and warranties of WEST set forth in Section 5.01 of the Indenture will be true and correct (unless such representation or warranty specifically relates to an earlier date in which case it shall be true and correct as of such earlier date).

(a) Willis has been duly formed and is validly existing as a Delaware corporation in good standing under the laws of the State of Delaware with corporate power and authority to own, lease and operate its properties and to conduct its business as presently conducted, has been duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to be so qualified would not have a Material Adverse Effect.

(b) Willis has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement and the other Related Documents to which it is a party and to consummate the transactions contemplated hereby and thereby.

(c) This Agreement and each of the other Related Documents to which Willis is a party have been duly authorized, executed and delivered by Willis and constitute valid and legally binding agreements enforceable against Willis in accordance with their terms, except as enforceability may be limited by (A) bankruptcy, insolvency, fraudulent conveyance, reorganization, receivership, moratorium or other similar laws affecting the enforcement of the rights of creditors generally, (B) general principles of equity, whether enforcement is sought in a proceeding in equity or at law, and (C) public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of such Related Documents that purport to provide indemnification from securities law liabilities.

(d) Willis is not (A) in violation of its certificate of incorporation or by-laws (or similar organizational documents), (B) in default in the performance or observance of any material obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, loan agreement, note, lease or other instrument to which Willis is a party, or to which any of the property or assets of Willis may be subject, or by which it may be bound, or (C) in violation of any Applicable Law, statute, ordinance, rule, regulation, requirement, judgment or court decree having jurisdiction over it or any of its assets or properties (whether owned or leased) other than, in the case of clauses (B) and (C), any default or violation that could not reasonably be expected to (x) individually or in the aggregate, result in a Material Adverse Effect, (y) interfere with or adversely affect the issuance or marketability of the Notes pursuant hereto or (z) in any manner draw into question the validity of this Agreement or any other Transaction Document.

(e) No authorization, approval, consent or order of or filing, registration, qualification, license or permit of or with any court or Governmental Authority or agency or any other Person is necessary in connection with (A) the offering, issuance or sale of the Series A2 Notes hereunder and (B) the execution, delivery and performance by Willis, WEST and the WEST Subsidiaries of this Agreement and the other Related Documents, except such as have been, or as of the Initial Closing Date will have been, obtained or such as may otherwise be required under applicable state securities laws in connection with the offer for sale and purchase

by the Series A2 Noteholders of the Series A2 Notes, and any recordation of the pledge of the Collateral to the Security Trustee pursuant to the Security Trust Agreement that has not yet been completed, other than as provided in the Related Documents.

(f) Other than the insurance with respect to the Engines under Leases, which insurance is maintained by the respective Lessees, Willis maintains insurance with respect to the assets, properties and business of Willis of the types and in amounts generally deemed adequate for their businesses and consistent with insurance coverage maintained by similar companies and businesses and as required by the Indenture and other Related Documents, all of which insurance is in full force and effect.

(b) The Series A2 Noteholder acknowledges that it has no right to require WEST to register the Series A2 Notes under the Securities Act or any other securities law. The Series A2 Noteholder agrees that the Series A2 Notes may not be reoffered, resold, pledged or otherwise transferred except in compliance with the Securities Act and to a person that the Series A2 reasonably believes is a Qualified Institutional Buyer or Institutional Accredited Investor purchasing for its own account. Neither such Series A2 Noteholder nor any of its Affiliates nor any persons acting on their behalf have engaged or will engage in any general solicitation or general advertising with respect to the Series A2 Note.

(c) Such Series A2 Noteholder (as to itself) is aware of the following: (i) there are significant restrictions on and conditions to the transferability of the Series A2 Note (and the Series A2 Note will bear legends referring to such restrictions) and there is no market for the Series A2 Note and no market is expected to develop for the Series A2 Note, and accordingly, it may not be possible for the Series A2 Noteholder to liquidate its investment in the Series A2

Notes; (ii) no Governmental Authority has made any findings as to the fairness of this Series A2 Note Purchase Agreement or the terms and conditions of the Series A2 Note; (iii) there are numerous risks and uncertainties involved in the Series A2 Noteholder’s acquisition of the Series A2 Note and the Series A2 Noteholder has been advised of and understands such risks and uncertainties; and (iv) any projections or predictions that may have been made available to the Series A2 Noteholder are based on estimates, assumptions, and forecasts which may prove to be incorrect; and no assurance is given that actual results will correspond with the results contemplated by the various projections.

(d) Such Series A2 Noteholder has knowledge and experience in financial and business matters, is capable of evaluating the merits and risks of an investment in the Series A2 Notes and has carefully considered the suitability of an investment in such Notes and has determined that the Series A2 Notes are a suitable investment. Such Series A2 Noteholder has received and carefully read the Related Transaction Documents and the Series A2 Noteholder confirms that all documents, records and books pertaining to the Series A2 Notes, WEST and its assets and the other parties to the Related Transaction Documents which are relevant to the Series A2 Noteholder’s investment decision have been made available to such Series A2 Noteholder. Such Series A2 Noteholder is capable of bearing the risks and burdens of its investment in the Series A2 Notes and is aware that an Optional Redemption of the Series A2 Notes may occur and that no premium will be paid upon any Optional Redemption.

(b) Each of the Series A2 Noteholders agrees that so long as the Series A2 Notes shall be outstanding or there shall not have elapsed one year plus one day since the last day on which the Series A2 Notes shall have been outstanding, it shall not file, or join in the filing of, a petition against WEST under the Federal Bankruptcy Code, or join in the commencement of any bankruptcy, reorganization, arrangement, insolvency, liquidation or other similar proceeding against WEST.

(b) On the Initial Closing Date, each of the Series B2 Noteholders shall, upon satisfaction of the applicable conditions set forth in Sections 3.02 and 3.03 hereof, make a Loan to WEST in the amount set forth beside its name on Schedule 1.

(c) On any Business Day after the Initial Closing Date and prior to the date on which a Conversion Event occurs, each of the Series B2 Noteholders agrees that it shall make a Loan to WEST in the amount specified in a Funding Request delivered to the Series B2 Noteholders by WEST at least three Business Days prior to the Funding Date set forth in such Funding Request, which shall specify (i) the aggregate amount of the Loans to be made by the Series B2 Noteholders and the amount of the Loan to be made by each individual Series B2 Noteholder on such Funding Date, (ii) the proposed Funding Date, and (iii) the use of the proceeds of such Loans, including the Engine Information for any Funding Date Engine being acquired with the proceeds of such Loans. Each Funding Request delivered by WEST pursuant to this Section 2.04 shall be irrevocable. On the Funding Date, each of the Series B2 Noteholders shall, upon satisfaction of the applicable conditions set forth in Article III hereof and Article IV of the Series B2 Supplement, make available to WEST by wire transfer in immediately available funds, at such bank or other location reasonably designated by WEST in the applicable Funding Request, an amount equal to the amount of such Loan related to such Funding.

(d) 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 required to) 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 defaulting 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.

(e) WEST may, within 75 days, but no later than 45 days, prior to the then existing Conversion Date, by written notice to each Series B2 Noteholder, make written request for the Series B2 Note Noteholders to extend the Conversion Date for an additional period of 364 days. The Series B2 Noteholders shall make a determination, in their sole discretion and after a full credit review, not more than 30 days and not less than 15 days prior to the then applicable Conversion Date as to whether or not they will agree to extend the Conversion Date; provided, however, that the failure of any Series B2 Noteholder to make a timely response to WEST’s request for extension of the Conversion Date shall be deemed to constitute a refusal by such Series B2 Noteholders to extend the Conversion Date. It shall be a condition to the extension of the Conversion Date that (i) the commitment of all of the Series B2 Noteholders under the Series B2 Note Purchase Agreement be extended to the same date, (ii) a Rating Agency Confirmation shall have been received in respect of such extension and (iii) the commitments of all Series B2 Noteholders under the Series B2 Note Purchase Agreement be extended to the same date.

(b) WEST may, 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 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 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(b) 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.

(a) All of the conditions precedent to the obligations of WEST set forth in Section 6A of the Series B1 Note Purchase Agreement shall have been satisfied by WEST and WEST, Willis and the Series B1 Noteholders shall have executed and delivered the Series B1 Note Purchase Agreement.

(b) WEST, Willis and the Series B2 Noteholders shall have executed and delivered this Agreement.

(c) WEST, Willis and the Series A2 Noteholders shall have executed and delivered the Series A2 Note Purchase Agreement.

(d) WEST, Willis and the Series B1 Noteholders shall have executed and delivered the Series B1 Note Purchase Agreement.

(a) The Series B2 Noteholders shall have received from WEST a certificate, dated the Initial Closing Date and executed by a Controlling Trustee, to the effect that:

(b) The Series B2 Noteholders shall have received from Willis a certificate, dated the Initial Closing Date and executed by a Responsible Officer, to the effect that:

(c) The Series B2 Noteholders shall have received the following:

(d) The Series B2 Noteholders shall have received from the Secretary or other Responsible Officer of Willis, in the officer’s individual capacity, a certificate, dated the Initial Closing Date, to the effect that:

(e) The Series B2 Noteholders shall have received from a Controlling Trustee of WEST a certificate, dated the Closing Date, to the effect that:

(f) The Series B2 Noteholders shall have received from the Secretary or other Responsible Officer of WEST Funding, in the officer’s individual capacity, a certificate, dated the Closing Date, to the effect that:

(g) The Series B2 Noteholders shall have received from Thomas C. Nord, in his capacity as General Counsel of Willis and Pillsbury Winthrop Shaw Pittman LLP, in its capacity as special New York counsel for Willis, WEST and WEST Funding, an opinion or opinions, dated the Initial Closing Date and addressed to the Series B2 Noteholders, addressing corporate/entity matters, enforceability, security interest, tax, securities law and disclosure matters, that is or are in form and substance reasonably acceptable to the Series B2 Noteholders.

(h) The Series B2 Noteholders shall have received from Morris, James Hitchens & Williams LLP, in its capacity as special Delaware counsel for Willis, WEST and WEST Funding, an opinion or opinions, dated the Initial Closing Date and addressed to the Series B2 Noteholders, addressing Delaware entity and security interest perfection matters, that is in form and substance reasonably acceptable to the Series B2 Noteholders.

(i) The Series B2 Noteholders shall have received from Pillsbury Winthrop Shaw Pittman LLP, in its capacity as special bankruptcy counsel for Willis, WEST and WEST Funding, an opinion or opinions, dated the Closing Date and addressed to the Indenture Trustee and the Security Trustee, addressing “true sale” matters in connection with the transfers contemplated under the Asset Transfer Agreement, and substantive consolidation with respect to WEST and its subsidiaries and Willis, in each case under the U.S. federal bankruptcy law, that is or are in form and substance acceptable to the Placement Agent in its sole discretion.

(j) The Series B2 Notes shall have been rated by Moody’s and Fitch not less than Baa3 and BBB, respectively, and such ratings shall not have been rescinded.

(k) The Series B2 Transaction Documents and the Related Documents shall have been duly executed and delivered by the parties thereto.

(l) The Series B2 Notes shall have been executed by WEST and authenticated by the Indenture Trustee.

(m) Evidence of recordation of the Initial Engine Mortgages with the FAA and an opinion from McAfee & Taft in its capacity as special. The Series B2 Notes shall have been executed by WEST and authenticated by the Indenture Trustee.

(n) All proceedings in connection with the transactions contemplated by this Agreement, the other Series B2 Transaction Documents and the Related Documents shall be satisfactory in form and substance to the Series B2 Noteholders.

(a) Funding Request. WEST shall have delivered a Funding Request to the Series B2 Noteholders in respect of such Loans at least three (3) Business Days prior to the Funding Date.

(b) Series B2 Loans. On such Funding Date, Loans are also made by the Series A2 Noteholders under the Series A2 Note Purchase Agreement in an amount that shall be a proportionate partial reduction (based on the ratio of Maximum Commitments of such series prior to such reduction) of the aggregate Maximum Commitments of the Loans funded by the Series B2 Noteholders under this Agreement;

(c) No Conversion Event. As of the Funding Date, as applicable, no Conversion Event shall have occurred, unless Noteholders representing one hundred percent (100%) of the Outstanding Principal Balance of the Series B2 Notes and the Series A2 Notes have waived the occurrence of each and every Conversion Event that has occurred.

(d) No Early Amortization Event. Before and after giving effect to such Loan, no Early Amortization Event shall have occurred, unless Noteholders representing one hundred percent (100%) of the Outstanding Principal Balance of the Series B2 Notes and the Series A2 Note have waived the occurrence of each and every Early Amortization Event that has occurred.

(e) No Servicer Termination Event. Before and after giving effect to such Loan, no Servicer Termination Event shall have occurred, unless Noteholders representing one hundred percent (100%) of the Outstanding Principal Balance of the Series B2 Notes and the Series A2 Note have waived the occurrence of each and every Servicer Termination Event that has occurred.

(f) No Violation of Maximum Commitment. Before and after giving effect to such Loan, the aggregate Outstanding Principal Balance of the Series B2 Notes will not exceed the Maximum Commitment of the Series B2 Noteholders.

(g) No Senior Borrowing Base Deficiency. Before and after giving effect to such Loan, and the acquisition of any Additional Engine with the proceeds thereof, no Senior Borrowing Base Deficiency is or would be continuing.

(h) Senior Borrowing Base and Junior Borrowing Base. Before and after giving effect to such Loan, the aggregate Outstanding Principal Balance of all Series then Outstanding does not exceed the Senior Borrowing Base or the Junior Borrowing Base, as the case may be.

(i) Certificate. Each of the following shall be true and the Indenture Trustee shall have received a certificate signed by a Controlling Trustee of WEST stating that

(j) Available Collections Amount. If the proceeds of the Loan are being used to increase the Available Collections Amount on any Payment Date, the Indenture Trustee shall have received a certificate from the Administrative Agent to the effect that the Available Collections Amount for such Payment Date without the inclusion of such Loan is in an amount sufficient to pay Base Interest on all Series B Notes in accordance with Section 3.13 of the Indenture.

(k) Engine Modifications. If the proceeds of the Loan are being used to fund Mandatory Engine Modifications or Discretionary Engine Modifications, the Indenture Trustee, the Series B2 Noteholders and Series A2 Noteholders shall have received (x) evidence satisfactory to the Indenture Trustee, the Series B2 Noteholders and the Series A2 Noteholders that the approvals by the Controlling Trustees required by Section 5.03(c) of the Indenture and (y) invoices or other evidence of the cost of such Mandatory Engine Modifications or Discretionary Engine Modifications, as the case may be, have been obtained.

(l) Funding Date Engine. If the proceeds of the Loan are to be used to acquire the Third Remaining Engine or an Additional Engine (all such Engines being collectively referred to herein with respect to the applicable Funding Date as, the “Funding Date Engines”), the Indenture Trustee shall have received evidence satisfactory to the Indenture Trustee as to the following:

(m) Mortgage and Acquisition Agreement. If the proceeds of the Loan are to be used to acquire a Funding Date Engine, the following documents shall have been duly executed and delivered by the indicated parties: a Mortgage, duly executed and delivered by the Engine Subsidiary or Engine Trust that will own such Funding Date Engine (the “Buyer”), and an Acquisition Agreement, duly executed and delivered by WEST, the applicable Seller and any WEST Subsidiary a party thereto (including the Buyer, if applicable);

(n) Lease. If a Funding Date Engine is subject to a Lease, (i) such Lease meets the requirements of the Indenture, (ii) a chattel paper copy of the Lease for each Funding Date Engine and a chattel paper copy of any Lease Supplement for each Funding Date Engine shall have been delivered pursuant to the requirements of the Security Trust Agreement and the Custodial Agreement (or if any such chattel paper copy does not exist, appropriate evidence with respect to the missing chattel paper copy reasonably acceptable to the Indenture Trustee and the Series B2 Noteholders), and (iii) the Lessee under each Lease relating to each Funding Date Engine shall have been directed to remit to the Collections Account all Lease Payments owing pursuant to such Lease;

(o) Maintenance Reserves. If a Funding Date Engine is subject to a Lease that requires Maintenance Reserves Payments, any Maintenance Reserve Payment Balance for each such Funding Date Engine shall have been transferred to the Engine Reserve Account.

(p) Security Deposits. If a Funding Date Engine is subject to a Lease that requires Security Deposits, such Security Deposits, if any, for each such Funding Date Engine that are in the form of cash or funds shall have been transferred to the Security Deposit Account and such Security Deposits, if any, in the form of letters of credit or similar collateral shall have been transferred to the Security Trustee.

(q) Engine Trustee Documents. With respect to each Funding Date Engine owned or to be owned by an Engine Trustee, the Security Trustee shall have received from such Engine Trustee (i) a copy of the resolutions of the Board of Directors of the Engine Trustee, in its individual capacity, certified by a Responsible Officer of the Engine Trustee, duly authorizing the execution, delivery and performance by the Engine Trustee of each of the Related Documents to which the Engine Trustee is or will be a party; (ii) an incumbency certificate of the Engine Trustee, as to the persons authorized to execute and deliver the Related Documents to which it is or will be a party and the signatures of such person or persons; and (iii) a legal opinion of counsel to the Engine Trustee with respect to the due authorization, execution and delivery by the Engine Trustee of the Related Documents to which it is or will be a party.

(r) Legal Opinions. If a Funding Date Engine is being acquired, the Indenture Trustee shall have received an opinion of special FAA counsel in the United States as to the creation, priority and perfection of the security interest created by the Mortgage in each Funding

Date Engine and the other Collateral effected pursuant to clause (k)(v) above, in form and substance satisfactory to the Indenture Trustee.

(s) Insurance. If a Funding Date Engine that is being acquired is subject to a Lease, the Indenture Trustee shall have received a certificate from an insurance broker, naming the Indenture Trustee as sole loss payee and additional insured.

(t) Governmental Consents. The Indenture Trustee shall have received originals (or copies certified to be true copies by a Responsible Officer of the Administrative Agent) of all approvals or consents of Governmental Authorities or other third parties, if any, necessary for WEST to execute, deliver and perform its obligations under the Related Documents and the transactions contemplated thereby.

(u) Illegality. No change shall have occurred after the date of this Agreement in Applicable Law or regulations thereunder or interpretations thereof by appropriate regulatory authorities or any court that would make it illegal for any party to execute, deliver and perform the Series B2 Related Documents to which it is a party and no action or proceeding shall have been instituted nor shall any action or proceeding be threatened before any court or Governmental Authority, nor shall any order, judgment or decree have been issued by any court or Governmental Authority prior to the Funding Date to set aside, restrain, enjoin or prevent the completion and consummation of this Agreement or any other Series B2 Transaction Document or the transactions contemplated hereby or thereby.

(v) Senior Restricted Cash Account. After giving effect to such Loan, the balance of funds on deposit in the Senior Restricted Cash Account Shall be not less than the Senior Restricted Cash Amount (calculated after giving effect to such Loan).

(a) WEST has been duly formed and is validly existing as a Delaware statutory trust in good standing under the laws of the State of Delaware with organizational power and authority to own, lease and operate its properties and to conduct its business as described in the Offering Memorandum, has been duly qualified as a foreign trust to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to be so qualified would not have a material adverse effect on (i) its condition (financial or otherwise), results of operations, assets, affairs of WEST and the WEST Subsidiaries taken as a whole, or (ii) the ability of WEST to perform its obligations under any Related Document to which it is a party, or (iii) the enforceability of any Related Document including the ability of the Indenture

Trustee to enforce its rights under any Related Document (any of clauses (i), (ii) and (iii), a “Material Adverse Effect”).

(b) WEST Funding has been duly formed and is validly existing as a Delaware limited liability company in good standing under the laws of the State of Delaware with corporate power and authority to own, lease and operate its properties and to conduct its business as currently conducted, has been duly qualified as a foreign limited liability company to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to be so qualified would not have a Material Adverse Effect.

(c) WEST has all requisite organizational power and authority to execute, deliver and perform its obligations under this Agreement and the other Related Documents and to consummate the transactions contemplated hereby and thereby, including, without limitation, the organizational power and authority to issue, sell and deliver the Series B2 Notes as provided herein and therein.

(d) This Agreement, the Indenture and each of the other Related Documents to which WEST is a party have been, or as of the Initial Closing Date will be, duly authorized, executed and delivered by WEST and constitute valid and legally binding agreements enforceable against WEST in accordance with their terms, except as enforceability may be limited by (A) bankruptcy, insolvency, fraudulent conveyance, reorganization, receivership, moratorium or other similar laws affecting the enforcement of the rights of creditors generally, (B) general principles of equity, whether enforcement is sought in a proceeding in equity or at law, and (C) public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of such Related Documents that purport to provide indemnification from securities law liabilities.

(e) The Series B2 Notes have been duly and validly authorized by WEST for issuance and sale to the Series B2 Noteholders pursuant to this Agreement and, when issued and authenticated in accordance with the terms of the Indenture and the Series B2 Supplement and delivered against payment therefor in accordance with the terms hereof, will constitute valid and legally binding obligations of WEST, enforceable against WEST in accordance with their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies, and to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (whether considered in a proceeding at law or in equity), and will be entitled to the benefits of the Indenture.

(f) Neither WEST nor any WEST Subsidiary is (A) in violation of its organizational documents, (B) in default in the performance or observance of any material obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, loan agreement, note, lease or other instrument to which WEST or any WEST Subsidiary is a party, or to which any of the property or assets of WEST or of any WEST Subsidiary may be subject, or by which it may be bound, or (C) in violation of any applicable local, state or federal law, statute, ordinance, rule, regulation, requirement, judgment or court decree having jurisdiction over any of them or any of their assets or properties (whether owned or leased) other

than, in the case of clauses (B) and (C), any default or violation that could not reasonably be expected to (x) individually or in the aggregate, result in a Material Adverse Effect, or (y) in any manner draw into question the validity of this Agreement or any other Related Document.

(g) None of (A) the execution, delivery or performance by WEST or any WEST Subsidiary of this Agreement and the other Related Documents, (B) the issuance and sale of the Series B2 Notes, and (C) consummation of the transactions contemplated hereby and thereby violates, conflicts with or constitutes a breach of any of the terms or provisions of, or a default under (or an event that with notice or the lapse of time, or both, would constitute a default), or requires consent that has not been obtained under, or will result in the imposition of a lien or encumbrance other than a Permitted Encumbrance, on any properties of WEST or any WEST Subsidiary, or an acceleration of any indebtedness of WEST or any WEST Subsidiary pursuant to (i) the organizational documents of WEST or any WEST Subsidiary, (ii) material obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, loan agreement, note, lease or other instrument to which WEST or any WEST Subsidiary is a party, or to which any of the property or assets of WEST or of any WEST Subsidiary may be subject, or by which it may be bound, (iii) any statute, rule or regulation applicable to WEST or any WEST Subsidiary or any of their assets or properties or (iv) any judgment, order or decree of any court or Governmental Authority having jurisdiction over WEST or any WEST Subsidiary or any of their assets or properties, except in the case of clauses (ii), (iii) and (iv) for such violations, conflicts, breaches, defaults, consent, impositions of liens or accelerations that would not singly, or in the aggregate, have a Material Adverse Effect.

(h) There is no action, suit or proceeding before or by any court or Governmental Authority, domestic or foreign, now pending, or, to the knowledge of WEST, threatened, against or affecting WEST or any of the WEST Subsidiaries or any of their respective properties, at law or in equity, that, if adversely determined, would have a Material Adverse Effect or that might materially and adversely affect the consummation of the transactions contemplated by the Related Documents to which WEST or any WEST Subsidiary is a party.

(i) No authorization, approval, consent or order of or filing, registration, qualification, license or permit of or with any court or Governmental Authority or agency or any other Person is necessary in connection with (A) assuming the accuracy of the representations, warranties, agreements and covenants of each of the Series B2 Noteholders contained in Articles V hereof, the offering, issuance or sale of the Series B2 Notes hereunder and (B) the execution, delivery and performance by Willis, WEST and the WEST Subsidiaries of this Agreement and the other Related Documents, except such as have been, or as of the Closing Date will have been, obtained, or such as may otherwise be required under applicable state securities laws in connection with the offer for sale and the purchase by the Series B2 Noteholders of the Series B2 Notes, any recordation of the pledge of the Collateral to the Security Trustee pursuant to the Security Trust Agreement that has not yet been completed, or other than as provided in the Transaction Documents.

(j) Since July 25, 2005, (A) there has been no material adverse change, or any development that is reasonably likely to result in a Material Adverse Effect, whether or not arising in the ordinary course of business, and (B) there have been no transactions entered into

by WEST or any WEST Subsidiary, other than those in the ordinary course of business, that are material with respect to WEST and the WEST Subsidiaries taken as a whole.

(k) WEST and each of the WEST Subsidiaries, at the Initial Closing Date and on each Funding Date, will have good and marketable title to all properties and assets, free and clear of all liens, charges, encumbrances or restrictions, except for Permitted Encumbrances or are not material to the business of WEST and the WEST Subsidiaries.

(l) WEST and each WEST Subsidiary possesses, and at the Initial Closing Date and on each Funding Date, will possess all material licenses, certificates, authorities or permits, if any are required pursuant to prevailing Applicable Law, issued by the appropriate state, federal or foreign regulatory agencies or bodies necessary to conduct its business, and WEST has not received any notice of proceedings relating to the revocation or modification of any such license, certificate, authority or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, (1) would result in a Material Adverse Effect, or (2) would materially and adversely affect the ability of WEST to perform its obligations hereunder or under the Related Documents.

(m) No part of the proceeds of the Loans will be used for “buying” or “carrying” any “margin stock” within the respective meanings of each of the quoted terms under Regulation T, U and X as now and from time to time hereafter in effect or for any purpose that violates the provisions of the Regulations of the Board.

(n) WEST is not, and after giving effect to the sale of the Series B2 Notes to the Series B2 Noteholders pursuant to this Agreement and the application of the proceeds therefrom, will not be an “investment company” under the 1940 Act nor is WEST an entity “controlled” by an “investment company” as such term is defined in the 1940 Act.

(o) Other than the insurance with respect to the Engines under Leases, which insurance is maintained by the respective Lessees, WEST and the WEST Subsidiaries maintain insurance with respect to the assets, properties and business of WEST and the WEST Subsidiaries of the types and in amounts generally deemed adequate for their businesses and consistent with insurance coverage maintained by similar companies and businesses and as required by the Indenture and other Related Documents, all of which insurance is in full force and effect.

(p) Any taxes, fees and other governmental charges in connection with the execution, delivery and issuance of the Related Documents to which WEST is a party and of the Series B2 Notes have been paid or will be paid at or prior to the Closing Date.

(q) Assuming the accuracy of the representations, warranties, agreements and covenants of each of the Series B2 Noteholders contained in Article V hereof, the offer, sale and delivery of the Series B2 Notes in the manner contemplated by this Agreement do not require registration under the Securities Act and, in connection therewith, the Indenture is not required to be qualified under the Trust Indenture Act of 1939.

(r) No securities of the same class (within the meaning of paragraph (d)(3) of Rule 144A under the Securities Act) as the Series B2 Notes are listed on any national securities

exchange registered under Section 6 of the Exchange Act or quoted on any United States automated inter-dealer quotation system.

(s) Neither WEST nor any of its affiliates (as defined for purposes of Rule 501(b) of Regulation D) has, directly or through any agent (provided that no representation is made as to the Series B2 Noteholders or any person acting on their behalf), (i) sold, offered for sale, solicited offers to buy or otherwise negotiated in respect of any security (as defined for purposes of the Securities Act) that is or will be integrated with the offering and sale of the Notes in a manner that would require the registration thereof under the Securities Act or (ii) solicited any offer to buy or offer to sell the Notes in any manner involving a public offering (within the meaning of Section 4(2) of the Securities Act), including by means of, or in connection with the offering of the Notes otherwise engaging in, any form of general solicitation or general advertising (within the meaning of Regulation D).

(t) WEST and any “employee benefit plan” (as defined under the Employee Retirement Income Security Act of 1974, as amended, and the regulations and published interpretations thereunder (collectively, “ERISA”)) established or maintained by WEST, or its “ERISA Affiliates” (as defined below) are in compliance in all material respects with ERISA. “ERISA Affiliate” means, with respect to WEST or a WEST Subsidiary, any member of any group of organizations described in Sections 414(b), (c), (m) or (o) of the Internal Revenue Code of 1986, as amended, and the regulations and published interpretations thereunder (the “Code”) of which WEST is a member. No “reportable event” (as defined under ERISA) has occurred or is reasonably expected to occur with respect to any “employee benefit plan” established or maintained by WEST, or any of its ERISA Affiliates. No “employee benefit plan” established or maintained by WEST, or any of its ERISA Affiliates, if such “employee benefit plan” were terminated, would have any “amount of unfunded benefit liabilities” (as defined under ERISA). Neither WEST nor any of its ERISA Affiliates has incurred or reasonably expects to incur any liability under (i) Title IV of ERISA with respect to termination of, or withdrawal from, any “employee benefit plan” or (ii) Sections 412, 4971, 4975 or 4980B of the Code. Each “employee benefit plan” established or maintained by WEST, or any of its ERISA Affiliates that is intended to be qualified under Section 401(a) of the Code is so qualified and nothing has occurred, whether by action or failure to act, which would cause the loss of such qualification.

(u) The representations and warranties of WEST and each WEST Subsidiary in the Security Trust Agreement will be true and correct (unless such representation or warranty specifically relates to an earlier date in which case it shall be true and correct as of such earlier date).

(v) The representations and warranties of WEST set forth in Section 5.01 of the Indenture will be true and correct (unless such representation or warranty specifically relates to an earlier date in which case it shall be true and correct as of such earlier date).

(a) Willis has been duly formed and is validly existing as a Delaware corporation in good standing under the laws of the State of Delaware with corporate power and authority to own, lease and operate its properties and to conduct its business as presently conducted, has been duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to be so qualified would not have a Material Adverse Effect.

(b) Willis has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement and the other Related Documents to which it is a party and to consummate the transactions contemplated hereby and thereby.

(c) This Agreement and each of the other Related Documents to which Willis is a party have been duly authorized, executed and delivered by Willis and constitute valid and legally binding agreements enforceable against Willis in accordance with their terms, except as enforceability may be limited by (A) bankruptcy, insolvency, fraudulent conveyance, reorganization, receivership, moratorium or other similar laws affecting the enforcement of the rights of creditors generally, (B) general principles of equity, whether enforcement is sought in a proceeding in equity or at law, and (C) public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of such Related Documents that purport to provide indemnification from securities law liabilities.

(d) Willis is not (A) in violation of its certificate of incorporation or by-laws (or similar organizational documents), (B) in default in the performance or observance of any material obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, loan agreement, note, lease or other instrument to which Willis is a party, or to which any of the property or assets of Willis may be subject, or by which it may be bound, or (C) in violation of any Applicable Law, statute, ordinance, rule, regulation, requirement, judgment or court decree having jurisdiction over it or any of its assets or properties (whether owned or leased) other than, in the case of clauses (B) and (C), any default or violation that could not reasonably be expected to (x) individually or in the aggregate, result in a Material Adverse Effect, (y) interfere with or adversely affect the issuance or marketability of the Notes pursuant hereto or (z) in any manner draw into question the validity of this Agreement or any other Transaction Document.

(e) No authorization, approval, consent or order of or filing, registration, qualification, license or permit of or with any court or Governmental Authority or agency or any other Person is necessary in connection with (A) the offering, issuance or sale of the Series B2 Notes hereunder and (B) the execution, delivery and performance by Willis, WEST and the WEST Subsidiaries of this Agreement and the other Related Documents, except such as have been, or as of the Initial Closing Date will have been, obtained or such as may otherwise be required under applicable state securities laws in connection with the offer for sale and purchase by the Series B2 Noteholders of the Series B2 Notes, and any recordation of the pledge of the Collateral to the Security Trustee pursuant to the Security Trust Agreement that has not yet been completed, other than as provided in the Related Documents.

(f) Other than the insurance with respect to the Engines under Leases, which insurance is maintained by the respective Lessees, Willis maintains insurance with respect to the assets, properties and business of Willis of the types and in amounts generally deemed adequate for their businesses and consistent with insurance coverage maintained by similar companies and businesses and as required by the Indenture and other Related Documents, all of which insurance is in full force and effect.

(b) The Series B2 Noteholder acknowledges that it has no right to require WEST to register the Series B2 Notes under the Securities Act or any other securities law. The Series B2 Noteholder agrees that the Series B2 Notes may not be reoffered, resold, pledged or otherwise transferred except in compliance with the Securities Act and to a person that the Series B2 reasonably believes is a Qualified Institutional Buyer or Institutional Accredited Investor purchasing for its own account. Neither such Series B2 Noteholder nor any of its Affiliates nor any persons acting on their behalf have engaged or will engage in any general solicitation or general advertising with respect to the Series B2 Note.

(c) Such Series B2 Noteholder (as to itself) is aware of the following: (i) there are significant restrictions on and conditions to the transferability of the Series B2 Note (and the Series B2 Note will bear legends referring to such restrictions) and there is no market for the Series B2 Note and no market is expected to develop for the Series B2 Note, and accordingly, it may not be possible for the Series B2 Noteholder to liquidate its investment in the Series B2 Notes; (ii) no Governmental Authority has made any findings as to the fairness of this Series B2 Note Purchase Agreement or the terms and conditions of the Series B2 Note; (iii) there are numerous risks and uncertainties involved in the Series B2 Noteholder’s acquisition of the Series B2 Note and the Series B2 Noteholder has been advised of and understands such risks and

uncertainties; and (iv) any projections or predictions that may have been made available to the Series B2 Noteholder are based on estimates, assumptions, and forecasts which may prove to be incorrect; and no assurance is given that actual results will correspond with the results contemplated by the various projections.

(d) Such Series B2 Noteholder has knowledge and experience in financial and business matters, is capable of evaluating the merits and risks of an investment in the Series B2 Notes and has carefully considered the suitability of an investment in such Notes and has determined that the Series B2 Notes are a suitable investment. Such Series B2 Noteholder has received and carefully read the Transaction Documents and the Series B2 Noteholder confirms that all documents, records and books pertaining to the Series B2 Notes, WEST and its assets and the other parties to the Transaction Documents which are relevant to the Series B2 Noteholder’s investment decision have been made available to such Series B2 Noteholder. Such Series B2 Noteholder is capable of bearing the risks and burdens of its investment in the Series B2 Notes and is aware that an Optional Redemption of the Series B2 Notes may occur and that no premium will be paid upon any Optional Redemption.

(b) Each of the Series B2 Noteholders agrees that so long as the Series B2 Notes shall be outstanding or there shall not have elapsed one year plus one day since the last day on which the Series B2 Notes shall have been outstanding, it shall not file, or join in the filing of, a petition against WEST under the Federal Bankruptcy Code, or join in the commencement of any bankruptcy, reorganization, arrangement, insolvency, liquidation or other similar proceeding against WEST.

(a) The Back-Up Servicing Agreement has been terminated and a replacement Back-Up Servicer shall not have assumed the duties of the Back-Up Servicer within sixty (60) days of such termination; provided that such Early Amortization Event shall terminate on the date on which a replacement Back-Up Servicer shall have assumed the duties of the Back-Up Servicer;

(b) A Servicer Termination Event has occurred, and a replacement Servicer has not assumed the duties of the Servicer within thirty (30) days after the occurrence of such Servicer Termination Event; provided that such Early Amortization Event shall terminate on the date on which a replacement Servicer, which may be the Back-Up Servicer, shall have assumed the duties of the Servicer;

(c) A Maximum Borrowing Base Deficiency occurs on three (3) consecutive Payment Dates, provided that such Early Amortization Event shall terminate on the date on which a subsequent Monthly Report indicates that a Maximum Borrowing Base Deficiency no longer exists;

(d) WEST’s EBIT Ratio (calculated in accordance with U.S. GAAP at the end of the four (4) calendar quarters immediately preceding such Payment Date on a rolling four (4) quarter basis) is less than 1.10 for four (4) consecutive Payment Dates, provided that such Early Amortization Event shall terminate on the fourth consecutive Payment Date on which WEST has been in compliance with the above EBIT Ratio;

(e) The Maximum Borrowing Base is less than Seventy-Five Million Dollars ($75,000,000); provided that such Early Amortization Event shall terminate on the date

on which the Administrative Agent certifies to the Indenture Trustee in writing that the Maximum Borrowing Base is at least Seventy-Five Million Dollars ($75,000,000);

(f) The actual notional amount of the Interest Rate Hedge Agreements to which WEST and all WEST Group Members are parties as provided in Section 5.02(m) hereof has been either less than the Minimum Required Hedge Amount or more than the Maximum Required Hedge Amount for a period of more than sixty (60) days; provided that, such Early Amortization Event shall terminate on the date on which the Administrative Agent certifies to the Indenture Trustee in writing that the actual notional amount of WEST’s Interest Rate Hedge Agreements is greater than the Minimum Required Hedge Amount and less than the Maximum Required Hedge Amount;

(g) WEST shall be subject to an entity level tax on its income on net capital or to registration as an “investment company” under the Investment Company Act of 1940, as amended; provided that such Early Amortization Event shall terminate on the date on which the Administrative Agent certifies to the Indenture Trustee in writing that WEST is no longer subject to such tax or is not subject to such registration, as applicable as certified by the Controlling Trustees to the Indenture Trustee in writing; and

(h) An Early Amortization Event specified in the related Supplement for any Series of Notes shall have occurred and be continuing.

(a) A term has the meaning assigned to it and an accounting term not otherwise defined has the meaning assigned to it in accordance with U.S. GAAP.

(b) The terms “herein”, “hereof” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision.

(c) Unless otherwise indicated in context, all references to Articles, Sections, Appendices, Exhibits or Annexes refer to an Article or Section of, or an Appendix, Exhibit or Annex to, this Indenture.

(d) Words of the masculine, feminine or neuter gender shall mean and include the correlative words of other genders, and words in the singular shall include the plural, and vice versa.

(e) The terms “include”, “including” and similar terms shall be construed as if followed by the phrase “without limitation”.

(f) References in this Indenture to an agreement or other document (including this Indenture) mean the agreement or other document and all schedules, exhibits, annexes and other materials that are part of such agreement and include references to such agreement or document as amended, supplemented, restated or otherwise modified in accordance with its terms and the provisions of this Indenture, and the provisions of this Indenture apply to successive events and transactions.

(g) References in this Indenture to any statute or other legislative provision shall include any statutory or legislative modification or re-enactment thereof, or any substitution therefor.

(h) References in this Indenture to the Notes of any Series include the conditions applicable to the Notes of such Series; and any reference to any amount of money due or payable by reference to the Notes of any Series shall include any sum covenanted to be paid by WEST under this Indenture in respect of the Notes of such Series.

(i) References in this Indenture to any action, remedy or method of judicial proceeding for the enforcement of the rights of creditors or of security shall be deemed to include, in respect of any jurisdiction other than the State of New York, references to such action, remedy or method of judicial proceeding for the enforcement of the rights of creditors or of security available or appropriate in such jurisdiction as shall most nearly approximate such action, remedy or method of judicial proceeding described or referred to in this Indenture.

(j) Where any payment is to be made, funds applied or any calculation is to be made hereunder on a day which is not a Business Day, unless any Related Document otherwise provides, such payment shall be made, funds applied and calculation made on the next succeeding Business Day, and payments shall be adjusted accordingly.

(k) Where the Servicer or any replacement servicer is performing or may perform lease management and/or remarketing services pursuant to a Related Document in relation to one or more Engines at the same time, a reference in this Indenture to the “Servicer” shall be construed as a reference to each of the Servicer or such replacement servicer and the rights and obligations of the parties hereto shall be construed accordingly.

(l) Any provision in this Indenture providing for a transfer to or among, or a withdrawal from, an Account or any other bank account by the Administrative Agent shall be construed to be a transfer to or among, or a withdrawal from, as the case may be, such Account or other bank account by the Operating Bank or other Eligible Institution at which the applicable account or accounts are located at the written, electronic or other automated funds transfer at the direction of the Administrative Agent. Such direction may be made by the Administrative Agent unless and until a Default Notice shall have been delivered to WEST or the Administrative Agent, or the Administrative Agent shall have defaulted under the Administrative Agency Agreement, and any such direction (i) shall be in writing, (ii) shall give full details of the amount to be transferred or withdrawn, the Account or other bank account to be debited, the Account or other bank account to be credited and the date of the relevant payment and (iii) shall certify that such request is made pursuant to and in accordance with the terms of this Indenture. The Operating Bank and the Indenture Trustee shall be entitled to act in accordance with such a request, without further question or inquiry, and shall have no obligation to give any direction to any other Eligible Institution at which an account or accounts are located unless and until it receives such a request from the Administrative Agent; provided that the Administrative Agent shall at all times comply with the relevant provisions of the Administrative Agency Agreement with respect to any such direction.

(m) For purposes of determining the balance of amounts credited to and/or deposited in an Account, the “value” of Permitted Investments deposited in and/or credited to an Account shall be the lower of the acquisition cost thereof and the then fair market value thereof and the “value” of Dollars and cash equivalents of Dollars (other than cash equivalents of Dollars included in the definition of Permitted Investments) shall be the face value thereof.

(b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the certificate of any notary public or other officer of any jurisdiction authorized to take acknowledgments of deeds or administer oaths that the Person executing such instrument acknowledged to him the execution thereof, or by an affidavit of a witness to such execution sworn to before any such notary or such other officer and where such execution is by an officer of a corporation or association, trustee of a trust or member of a partnership, on behalf of such corporation, association, trust or partnership, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other reasonable manner which the Indenture Trustee deems sufficient.

(c) In determining whether the Holders of Notes have given any direction, consent, request, demand, authorization, notice, waiver or other Act (a “Direction”), under this Indenture, Notes owned by WEST or any affiliate of any such Person shall be disregarded and deemed not to be Outstanding for purposes of any such determination. In determining whether the Indenture Trustee shall be protected in relying upon any such Direction, only Notes which a Responsible Officer of the Indenture Trustee actually knows to be so owned shall be so disregarded. Notwithstanding the foregoing, (i) if any such Person owns 100% of the Notes of any Series Outstanding, such Notes shall not be so disregarded as aforesaid, and (ii) if any amount of Notes of such Series so owned by any such Person have been pledged in good faith, such Notes shall not be disregarded as aforesaid if the pledgee establishes to the satisfaction of the Indenture Trustee the pledgee’s right so to act with respect to such Notes and that the pledgee is not WEST, Willis or any Affiliate of any such Person.

(d) WEST may at its option, by delivery of Officers’ Certificates to the Indenture Trustee, set a record date other than the Record Date to determine the Noteholders in respect of the Notes of any Series entitled to give any Direction in respect of such Notes. Such record date shall be the record date specified in such Officer’s Certificate which shall be a date not more than 30 days prior to the first solicitation of Noteholders in connection therewith. If such a record date is fixed, such Direction may be given before or after such record date, but only the Noteholders of record of the applicable Series at the close of business on such record date shall be deemed to be Noteholders for the purposes of determining whether Noteholders of the requisite proportion of Outstanding Notes of such Series have authorized or agreed or consented to such Direction, and for that purpose the Outstanding Notes of such Series shall be computed as of such record date; provided that no such Direction by the Noteholders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not later than one year after the record date.

(e) Any Direction or other action by the Holder of any Note shall bind the Holder of every Note issued upon the transfer thereof or in exchange therefor or in lieu thereof, whether or not notation of such action is made upon such Note.

(a) The number of Series, or the number of Classes within a Series, which may be created by this Indenture is not limited; provided, however, that (i) the Initial Notes shall consist of four (4) Series, the Series A1 Term Notes, the Series B1 Term Notes, the Series A2 Warehouse Notes and the Series B2 Warehouse Notes; (ii) any Additional Series of Notes shall be designated as either Series A Notes or Series B Notes and as either Term Notes or Warehouse Notes; and (iii) the issuance of any Series of Notes shall (A) comply with the provisions of Section 9.06 hereof and (B) not result in, or with the giving of notice or the passage of time or both would result in, the occurrence of an Early Amortization Event or an Event of Default. The aggregate principal balance of Notes of each Series which may be issued, authenticated and delivered under this Indenture is not limited except as shall be set forth in any Supplement and as restricted by the provisions of this Indenture.

(b) The Notes issuable under this Indenture shall be issued in such Series as may from time to time be created by Supplement pursuant to this Indenture and may be issued in such Classes within a Series as may be authorized by the related Supplement for such Series. Each Series of Series A Notes and Series B Notes shall be created by a separate Supplement and shall be given consecutive numbers in chronological order of issuance to differentiate the Notes of each such Series of Series A Notes and Series B Notes from the Notes of any other Series of Series A Notes and Series B Notes, respectively.

(c) Upon satisfaction of and compliance with the requirements and conditions to closing set forth in the related Supplement, Notes of the Series to be executed and delivered on a particular Closing Date pursuant to such related Supplement, may be executed by WEST and delivered to the Indenture Trustee for authentication following the execution and delivery of the related Supplement creating such Series or from time to time thereafter, and the Indenture Trustee shall authenticate and deliver Notes upon WEST’s request set forth in an Officer’s Certificate of WEST signed by one of its authorized signatories, without further action on the part of WEST. Notwithstanding anything to the contrary contained hereunder or in any Supplement, any such authentication may be made on separate counterparts and by facsimile.

(d) There shall be issued and delivered and authenticated on the relevant Closing Date to each of the Noteholders, Notes in the principal amounts and maturities and bearing the interest rates, in each case in registered form and substantially in the form set forth in the applicable Supplement, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements printed, lithographed, typewritten or engraved thereon, as may be required to comply with the rules of any securities exchange on which such Notes may be listed or to conform to any usage in respect thereof, or as may, consistently herewith, be prescribed by the Indenture Trustee or by the Signatory Trustee executing such Notes, such determination by said Signatory Trustee to be evidenced by his

execution of the Notes. Definitive Notes of each Series shall be printed, lithographed, typewritten or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Notes may be listed, all as determined by the Signatory Trustee executing such Notes, as evidenced by his execution of such Notes.

(e) The Notes shall be executed on behalf of WEST by the manual or facsimile signature of a Signatory Trustee of WEST.

(f) Each Note bearing the manual or facsimile signatures of any individual who was at the time such Note was executed a Signatory Trustee of WEST shall bind WEST, notwithstanding that any such individual has ceased to hold such office prior to the authentication and delivery of such Notes or any payment thereon.

(g) At any time and from time to time after the execution of any Notes, WEST may deliver such Notes to the Indenture Trustee for authentication and, subject to the provisions of clause (h) below, the Indenture Trustee shall authenticate such Notes by manual or facsimile signature upon receipt by it of an Officer’s Certificate of WEST certifying that all conditions precedent in connection with the issuance of such Notes have been satisfied and directing the Indenture Trustee to authenticate such Notes. The Notes shall be authenticated on behalf of the Indenture Trustee by any Responsible Officer of the Indenture Trustee.

(h) No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless it shall have been executed on behalf of WEST as provided in clause (e) above and authenticated by or on behalf of the Indenture Trustee as provided in clause (g) above. Such signatures shall be conclusive evidence that such Note has been duly executed and authenticated under this Indenture. Each Note shall be dated the date of its authentication.

(a) With respect to each Series of Notes, there shall at all times be maintained an office or agency in the location set forth in Section 13.04 hereof where Notes of such Series may be presented or surrendered for registration of transfer or for exchange (each, a “Note Registrar”), and for payment thereof (each, a “Paying Agent”) and where notices to or demands upon WEST in respect of such Notes may be served. For so long as any Series of Notes is listed on any stock exchange, WEST shall appoint and maintain a Paying Agent and a Note Registrar in the jurisdiction in which such stock exchange is located. WEST shall cause each Note

Registrar to keep a register of each such Series of Notes for which it is acting as Note Registrar and of their transfer and exchange (the “Register”). Written notice of the location of each such other office or agency and of any change of location thereof shall be given by the Indenture Trustee to WEST and the Holders of such Series. In the event that no such office or agency shall be maintained or no such notice of location or of change of location shall be given, presentations and demands may be made and notices may be served at the Corporate Trust Office of the Indenture Trustee.

(b) Each Authorized Agent in the location set forth in Section 13.04 shall be a bank or trust company, shall be a corporation organized and doing business under the laws of the United States or any state or territory thereof or of the District of Columbia, with a combined capital and surplus of at least $75,000,000 (or having a combined capital and surplus in excess of $5,000,000 and the obligations of which, whether now in existence or hereafter incurred, are fully and unconditionally guaranteed by a corporation organized and doing business under the laws of the United States, any state or territory thereof or of the District of Columbia and having a combined capital and surplus of at least $75,000,000) and shall be authorized under the laws of the United States or any state or territory thereof to exercise corporate trust powers, subject to supervision by Federal or state authorities (such requirements, the “Eligibility Requirements”). The Indenture Trustee shall initially be a Paying Agent and Note Registrar hereunder with respect to the Notes of each Series. Each Note Registrar other than the Indenture Trustee shall furnish to the Indenture Trustee, at stated intervals of not more than six months, and at such other times as the Indenture Trustee may request in writing, a copy of the Register maintained by such Note Registrar.

(c) Any corporation into which any Authorized Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any Authorized Agent shall be a party, or any corporation succeeding to the corporate trust business of any Authorized Agent, shall be the successor of such Authorized Agent hereunder, if such successor corporation is otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the parties hereto or such Authorized Agent or such successor corporation.

(d) Any Authorized Agent may at any time resign by giving written notice of resignation to the Indenture Trustee and WEST. WEST may, and at the request of the Indenture Trustee shall, at any time terminate the agency of any Authorized Agent by giving written notice of termination to such Authorized Agent and to the Indenture Trustee. Upon the resignation or termination of an Authorized Agent or if at any time any such Authorized Agent shall cease to be eligible under this Section (when, in either case, no other Authorized Agent performing the functions of such Authorized Agent shall have been appointed by the Indenture Trustee), WEST shall promptly appoint one or more qualified successor Authorized Agents to perform the functions of the Authorized Agent which has resigned or whose agency has been terminated or who shall have ceased to be eligible under this Section. WEST shall give written notice of any such appointment made by it to the Indenture Trustee; and in each case the Indenture Trustee shall mail notice of such appointment to all Holders of the related Series as their names and addresses appear on the Register for such Series.

(e) WEST agrees to pay, or cause to be paid, from time to time reasonable compensation to each Authorized Agent for its services and to reimburse it for its reasonable expenses to be agreed to pursuant to separate agreements with each such Authorized Agent.

(a) On each Payment Date, the Indenture Trustee shall, or shall instruct a Paying Agent to, pay, to the extent of the Collections available therefor, to the Noteholders of each Series all interest, principal and premium, if any, on the Notes of such Series; provided, that in the event and to the extent receipt of any payment is not confirmed by the Indenture Trustee or such Paying Agent by 1:00 p.m. (New York City time) on such Payment Date or any Business Day thereafter, distribution thereof shall be made on the Business Day following the Business Day such payment is received; and provided further, that payment on a Regulation S Temporary Book-Entry Note shall be made to the Holder thereof only in conformity with Section 2.05(c) hereof. Each such payment on any Payment Date other than the Legal Final Payment Date with respect to any Series of Notes shall be made by the Indenture Trustee or Paying Agent to the Noteholders as of the Record Date for such Payment Date. The final payment with respect to any Note, however, shall be made only upon presentation and surrender of such Note by the Noteholder or its agent at the Corporate Trust Office or agency of the Indenture Trustee or Paying Agent specified in the notice given by the Indenture Trustee or Paying Agent with respect to such final payment.

(b) At such time, if any, as the Notes of any Series are issued in the form of Definitive Notes, payments on a Payment Date shall be made by check mailed to each Noteholder of a Definitive Note on the applicable Record Date at its address appearing on the Register maintained with respect to such Series. Alternatively, upon application in writing to the Indenture Trustee, not later than the applicable Record Date, by a Noteholder of one or more Definitive Notes of such Series having an aggregate original principal amount of not less than $1,000,000, any such payments shall be made by wire transfer to an account designated by such Noteholder at a financial institution in New York, New York; provided that the final payment for each Series of Notes shall be made only upon presentation and surrender of the Definitive Notes of such Series by the Noteholder or its agent at the Corporate Trust Office or agency of the

Indenture Trustee or Paying Agent specified in the notice of such final payment given by the Indenture Trustee or Paying Agent. The Indenture Trustee or Paying Agent shall mail such notice of the final payment of such Series to each of the Noteholders of such Series, specifying the date and amount of such final payment.

(c) The beneficial owner of a Regulation S Temporary Book-Entry Note of any Series may arrange to receive interest installments through Euroclear or Clearstream on such Regulation S Temporary Book-Entry Note only after delivery by such beneficial owner to Euroclear or Clearstream, as the case may be, of a written certification substantially in the form of Exhibit C-3 hereto, and upon delivery of Euroclear or Clearstream, as the case may be, to the Paying Agent of a certification or certifications substantially in the form of Exhibit C-4 hereto. No interest shall be paid to any beneficial owner and no interest shall be paid to Euroclear or Clearstream on such beneficial owner’s interest in a Regulation S Temporary Book-Entry Note unless Euroclear or Clearstream, as the case may be, has provided such a certification to the Paying Agent with respect to such interest.

(a) Upon the issuance of any Book-Entry Notes, DTC or its custodian will credit, on its book-entry registration and transfer system, the respective principal amounts of the individual beneficial interests represented by such Book-Entry Notes to the accounts of a Direct Participant. Ownership of beneficial interests in a Book-Entry Note will be limited to DTC Participants or Persons who hold interests through DTC Participants. Ownership of beneficial interests in the Book-Entry Notes will be shown on, and the transfer of that ownership will be effected only through, records maintained by DTC (with respect to interests of DTC Participants) and the records of DTC Participants (with respect to interests of Persons other than DTC Participants).

(b) So long as DTC, or its nominee, is the registered owner or holder of a Book-Entry Note, DTC or such nominee, as the case may be, will be considered the sole owner or Noteholder represented by such Book-Entry Note for all purposes under this Indenture, the Supplements and the Book-Entry Notes. Unless (a) DTC notifies WEST that it is unwilling or unable to continue as depository for a Book-Entry Note, (b) WEST elects to terminate the book-entry system for the Book-Entry Notes, or (c) an Event of Default has occurred and the Control Party of such Series certifies that continuation of a book-entry system through DTC (or a successor) for such Series is no longer in the best interests of such Noteholders of such Series,

owners of beneficial interests in a Book-Entry Note will not be entitled to have any portion of such Book-Entry Note registered in their names, will not receive or be entitled to receive physical delivery of Notes in definitive form and will not be considered to be the owners or Noteholders under this Indenture, the Supplements or the Book-Entry Notes. In addition, no beneficial owner of an interest in a Book-Entry Note will be able to transfer that interest except in accordance with DTC’s applicable procedures (in addition to those under the Supplements and, if applicable, those of Clearstream and Euroclear).

(c) Investors may hold their interest in a Regulation S Book-Entry Note through Clearstream or Euroclear, if they are participants in such systems, or indirectly through organizations that are participants in such systems. After the Exchange Date, investors also may hold such interests through organizations other than Clearstream and Euroclear that are DTC Participants. Clearstream and Euroclear will hold interests in a Regulation S Book-Entry Note on behalf of their participants through customers’ securities accounts in their respective names on the books of their respective depositaries, which in turn will hold such interests in a Regulation S Book-Entry Note in customers’ accounts in the depositaries’ names on the books of DTC. Citibank, N.A. will initially act as depositary for Clearstream and Morgan Guaranty Trust Company of New York, Brussels Office, will initially act as depositary for Euroclear. Investors may hold their interests in a 144A Book-Entry Note directly through DTC, if they are DTC Participants, or indirectly through organizations that are DTC Participants.

(d) All payments of principal and interest will be made by the Paying Agent on behalf of WEST in immediately available funds or the equivalent, so long as DTC continues to make its Same-Day Funds Settlement System available to WEST.

(e) Any beneficial interest in one of the Book-Entry Notes as to any Series that is transferred to a Person who takes delivery in the form of an interest in another Book-Entry Note will, upon transfer, cease to be an interest in such Book-Entry Note and become an interest in such other Book-Entry Note and, accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to beneficial interests in such other Book-Entry Note for as long as it remains such an interest.

(f) Any Definitive Note delivered in exchange for an interest in a 144A Book-Entry Note pursuant to paragraph (b) of this Section shall, except as otherwise provided by paragraph (f) of Section 2.11, bear the Private Placement Legend applicable to a 144A Book-Entry Note set forth in Section 2.02 hereof.

(g) Any Definitive Note delivered in exchange for an interest in a Unrestricted Book-Entry Note pursuant to paragraph (b) of this Section shall, except as otherwise provided by paragraph (f) of Section 2.11, bear the Private Placement Legend applicable to a Unrestricted Book-Entry Note set forth in Section 2.02 hereof.

(a) Transfers to Non-QIB Institutional Accredited Investors. The following provisions shall apply with respect to the registration of any proposed transfer of a Note (other than a Regulation S Temporary Book-Entry Note) to any Institutional Accredited Investor which is not a QIB (excluding Non-U.S. Persons):

(b) Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of an interest in a 144A Book-Entry Note or a Definitive Note issued in exchange for an interest in such 144A Book-Entry Note in accordance with Section 2.10(b) hereof to a QIB (excluding Non-U.S. Persons):

(c) Transfers of Interests in a Regulation S Temporary Book-Entry Note. The following provisions shall apply with respect to registration of any proposed transfer of interests in a Regulation S Temporary Book-Entry Note:

(d) Transfers of Interests in a Unrestricted Book-Entry Note. The Note Registrar shall register any transfer of interests in an Unrestricted Book-Entry Note or Definitive Note issued in exchange for an interest in a 144A Book-Entry Note in accordance with Section 2.10(b) hereof to U.S. Persons or to Non-U.S. Persons without requiring any additional certification.

(e) Transfers to Non-U.S. Persons at any Time. The following provisions shall apply with respect to any transfer of a Note to a Non-U.S. Person:

(f) Private Placement Legend. Upon the transfer, exchange or replacement of Notes not bearing the Private Placement Legend, the Note Registrar shall deliver Notes that do not bear the Private Placement Legend. Upon the transfer, exchange or replacement of Notes bearing the Private Placement Legend, the Note Registrar shall deliver only Notes that bear the Private Placement Legend unless either (i) the Private Placement Legend is no longer required under Section 2.02 hereof or, in respect of a Definitive Note, the condition set forth in paragraph (e)(ii) of this Section 2.11 exists or (ii) there is delivered to the Note Registrar an Opinion of Counsel reasonably satisfactory to WEST and the Indenture Trustee to the effect that neither such legend nor the related restrictions on transfer are required in order to maintain compliance with the provisions of the Securities Act.

(g) General. By its acceptance of any Note bearing the Private Placement Legend, each Holder of such Note acknowledges the restrictions on transfer of such Note set forth in this Indenture and in the Private Placement Legend and agrees that it will transfer such Note only as provided in this Indenture. The Note Registrar shall not register a transfer of any Note unless such transfer complies with the restrictions on transfer of such Note set forth in this Indenture. In connection with any transfer of Notes, each Holder agrees by its acceptance of the Notes to furnish the Indenture Trustee the certifications and legal opinions described herein to confirm that such transfer is being made pursuant to an exemption from, or a transaction not subject to, the registration requirements of the Securities Act; provided that the Indenture Trustee shall not be required to determine (but may rely on a determination made by WEST with respect to) the sufficiency of any such legal opinions.

(b) After the end of each calendar year but not later than the latest date permitted by law, the Administrative Agent shall deliver to the Indenture Trustee, and the Indenture Trustee shall (or shall instruct any Paying Agent to) furnish to each Person who at any time during such calendar year was a Noteholder of record of any Series of Notes, a statement (for example, a Form 1099 or any other means required by law) prepared by the Administrative Agent containing the sum of the amounts determined pursuant to Exhibit G-1 hereto with respect to the Series of Notes for such calendar year or, in the event such Person was a Noteholder of record of any Series during only a portion of such calendar year, for the applicable portion of such calendar year, and such other items as are readily available to the Administrative Agent and which a Noteholder shall reasonably request as necessary for the purpose of such Noteholder’s preparation of its U.S. federal income or other tax returns. So long as any of the Notes are registered in the name of the initial DTC or its nominee, such report and such other items will be prepared on the basis of such information supplied to the Administrative Agent by the initial DTC and the Direct Participants, and will be delivered by the Indenture Trustee, when received from the Administrative Agent, to the DTC to the applicable beneficial owners in the manner described above. In the event that any such information has been provided by any Paying Agent directly to such Person through other tax-related reports or otherwise, the Indenture Trustee in its capacity as Paying Agent shall not be obligated to comply with such request for information.

(c) If required by the related Supplement for any Series, the Trustee shall distribute a copy of the Payment Date Schedule delivered by the Administrative Agent pursuant to Section 3.12(e) to the Holders of the Notes of such Series promptly after receiving such Payment Date Schedule.

(d) At such time, if any, as the Notes of any Series are issued in the form of Definitive Notes, the Indenture Trustee shall prepare and deliver the information described in Section 2.13(b) to each Holder of record of a Definitive Note of such Series for the relevant period of beneficial ownership of such Definitive Note as appears on the records of the Indenture Trustee.

(e) Following each Payment Date and any other date specified herein for distribution of any Payments with respect to the Notes and prior to a Redemption, the Indenture Trustee shall cause notice thereof to be given (i) by publication in such English language newspaper or newspapers as the Indenture Trustee shall approve having a general circulation in Europe, (ii) by either of (a) the information contained in such notice appearing on the relevant page of the Reuters Screen or such other medium for the electronic display of data as may be approved by the Indenture Trustee and notified to Noteholders or (b) publication in the Financial Times and The Wall Street Journal (National Edition) or, if either newspaper shall cease to be published or timely publication therein shall not be practicable, in such English language newspaper or newspapers as the Indenture Trustee shall approve having a general circulation in Europe and the United States and (iii) until such time as any Definitive Notes are issued and, so long as the Notes of any Series are registered with the DTC, Euroclear and/or Clearstream, delivery of the relevant notice to the DTC, Euroclear and/or Clearstream for communication by them to Noteholders of such Series. Notwithstanding the above, any notice to the Noteholders of any Series specifying a floating interest rate for the Notes, any Payment Date, any principal payment or any payment of premium, if any, shall be validly given by delivery of the relevant notice to the DTC, Euroclear and/or Clearstream for communication by them to such Noteholders, without the need for publication in the in an English language newspaper described in clause (i) of the preceding sentence. If any Series of Notes is listed on a stock exchange, notice specifying (a) an increase in the interest rate of any such Series of Notes due to Conversion Step-Up Interest or (b) redemption of principal of any Notes must be published in a daily newspaper of general circulation in the jurisdiction in which such stock exchange is located for so long as any class of Notes is listed on such stock exchange. Any such notice shall be deemed to have been given on the first day on which any of such conditions shall have been met.

(f) The Indenture Trustee shall be at liberty to sanction some other method of giving notice to the Noteholders of any Series if, in its opinion, such other method is reasonable, having regard to the number and identity of the Noteholders of such Series and/or to market practice then prevailing, is in the best interests of the Noteholders of such Series and will comply with the rules of any stock exchange on which any Series of Notes is listed as confirmed by the listing agent for such stock exchange or such other stock exchange (if any) on which the Notes of such Series are then listed, and any such notice shall be deemed to have been given on such date as the Indenture Trustee may approve; provided that notice of such method is given to the Noteholders of such Series in such manner as the Indenture Trustee shall require.

(a) Accounts. The Administrative Agent, on behalf and at the direction of WEST, will establish on or before the Initial Closing Date and maintain in the name of WEST all of the following accounts: (i) a collections account (the “Collections Account”), (ii) an engine replacement account (the “Engine Replacement Account”), (iii) a security deposit account (the “Security Deposit Account”), (iv) an expense account (the “Expense Account”), (v) one account for each Series of Notes to be issued on the Initial Closing Date (each, a “Series Account”), (vi) a senior restricted cash account (the “Senior Restricted Cash Account”), (vii) a junior restricted cash account (the “Junior Restricted Cash Account”), (viii) an Interest Reserve Account for the Series A1 Notes (the “Series A1 Interest Reserve Account”), (ix) an engine reserve account (the “Engine Reserve Account”) and (x) an engine acquisition account (the “Engine Acquisition Account”). From time to time thereafter, including on any other Closing Date or any Funding Date, the Administrative Agent, on behalf and at the direction of WEST, will establish such other Accounts as may be authorized or required by this Indenture and the other Related Documents. Each Account established or to be established hereunder or under any other Related Document shall be (w) established and maintained (1) initially with the initial Operating Bank, so long as the initial Operating Bank has either (A) a long-term unsecured debt rating of not less than “A” (or the equivalent) by each Rating Agency or (2) a short-term unsecured debt rating of not less than “P-1” by Moody’s and, if rated by Fitch, of not less than “F1” by Fitch and (2) thereafter, at an Eligible Institution, (x) an Eligible Account, (y) under the “control” of the Security Trustee (as defined in the UCC), including, inter alia, the sole power to direct withdrawals or transfers from the Accounts, and, together with all amounts from time to time on deposit therein or credited thereto, shall be subject to a first priority perfected security interest in favor of the Security Trustee, and (z) otherwise maintained in accordance with the terms of the Security Trust Agreement, this Indenture and the other Related Documents.

(b) Eligible Accounts. If, at any time, any Account ceases to be an Eligible Account, the Administrative Agent or an agent thereof shall, within ten (10) Business Days, establish a new account meeting the conditions set forth in this Section 3.01 in respect of such Account and transfer any cash or investments in the existing Account to such new account; and from the date such new account is established, it shall have the same designation as the existing Account. If an Operating Bank should change at any time (including, without limitation, any replacement of an Operating Bank for failing to be an Eligible Institution), then the Administrative Agent, acting on behalf of the Security Trustee, shall thereupon promptly establish replacement accounts as necessary at the successor Operating Bank and transfer the balance of funds in each Account then maintained at the former Operating Bank pursuant to the terms of the Administrative Agency Agreement to such successor Operating Bank.

(c) Withdrawals and Transfers. The Security Trustee shall have sole dominion and control over the Accounts (including, inter alia, the sole power to direct withdrawals or transfers from the Accounts), provided that prior to the delivery of a Notice of Sole Control, the Administrative Agent shall be permitted to direct withdrawals and transfers in accordance with the terms and conditions of the Related Documents. The Administrative Agent shall make withdrawals and transfers from the Accounts in accordance with the terms of the Related Documents based on the Monthly Report.

(d) Investments. For so long as any Notes remain Outstanding, the Indenture Trustee, at the written direction of the Administrative Agent, shall, or shall direct the Operating Bank holding each Account in writing, to invest and reinvest the funds on deposit in the Accounts in Permitted Investments; provided, however, that if an Event of Default has occurred and is continuing, the Indenture Trustee shall invest such amount in Permitted Investments described in clause (d) of the definition thereof from the time of receipt thereof until such time as such amounts are required to be distributed pursuant to the terms of this Indenture. In the absence of written direction delivered to the Indenture Trustee from the Administrative Agent, the Indenture Trustee shall invest any funds in Permitted Investments described in clause (d) of the definition thereof. The Indenture Trustee shall make such investments and reinvestments in accordance with the terms of the following provisions:

(e) Transfers. On each Payment Date, prior to any transfers to or from the Collections Account on such Payment Date pursuant to Sections 3.04, 3.05, 3.06, 3.07 and 3.17 or the distributions pursuant to Section 3.13, the Administrative Agent shall instruct each Operating Bank to transfer to the Collections Account the amount of the investment earnings in the Account or Accounts with such Operating Bank (except as may be otherwise required in the case of Segregated Funds).

(a) The Servicer will direct all Lessees to remit directly to the Collections Account all Lease Payments owing, from time to time, pursuant to the terms of each Lease. Additional funds may be deposited into the Collections Account from the Senior Restricted Cash Account in accordance with Section 3.04, the Junior Restricted Cash Account in accordance with Section 3.05, the Engine Reserve Account in accordance with Section 3.06, the Security Deposit Account in accordance with Section 3.07 and the Engine Replacement Account (or Qualified Escrow Accounts held with Qualified Intermediaries) in accordance with Section 3.11. WEST

also may direct the Indenture Trustee to deposit in the Collections Account the amount of any Warehouse Advance made pursuant to Section 3.17.

(b) Amounts received in the Collections Account in respect of Security Deposits and Maintenance Reserve Payments will be transferred, on each Payment Date, directly into the Security Deposit Account and the Engine Reserve Account, respectively, as provided in the Payment Date Schedule. A portion of any Net Sale Proceeds from a Permitted Engine Disposition received in the Collections Account up to the Modified Net Sales Proceeds for such Engine Disposition may be transferred to the Engine Replacement Account, to the extent that WEST elects to reinvest all or a portion of such Modified Net Sale Proceeds in a Replacement Exchange in accordance with Section 3.11 hereof. All of the transfers of funds described in this Section 3.02(b) will be made prior to the distribution of the Available Collections Amount pursuant to Section 3.13.

(c) If WEST determines that it is necessary or appropriate for tax or regulatory reasons for a Lessee of an Engine to make Lease Payments to an Account owned by the Lessor of such Engine, the Administrative Agent shall establish an account (a “Lessor Account”) in the name of such Lessor in accordance with Section 3.01 and WEST shall cause such Lessor (i) to direct such Lessee to make all Lease Payments to such Account and (ii) to take such actions as shall be necessary to pledge such Account to the Security Trustee pursuant to the Security Trust Agreement. Thereafter, the Administrative Agent shall direct the Operating Bank at which such Lessor Account is maintained to transfer all funds deposited in such Lessor Account to the Collections Account promptly and in any event not later than the next succeeding Determination Date after such funds are deposited.

(a) In order to provide the funds necessary to complete the acquisition of any Remaining Engines (other than the Third Remaining Engine) during the Delivery Period beginning on a Closing Date, the Indenture Trustee, at the written direction of the Administrative Agent, will deposit into the Engine Acquisition Account, from the Net Proceeds of the Series of Notes issued on such Closing Date, funds in an amount equal to the sum of the Allocated Amounts for such Remaining Engines, as such Allocated Amount may be adjusted for capital improvements and/or casualties pursuant to the related Supplement between the Closing Date and a Delivery Date. Proceeds of borrowings under the Warehouse Notes that are to be used to fund the acquisition of the Third Remaining Engine and any Additional Engines or the cost of any Mandatory Engine Modifications or Discretionary Engine Modification also shall be deposited in the Engine Acquisition Account, for disbursement on the applicable Funding Date or during the Delivery Period beginning on such Funding Date. To the extent that the acquisition of any Remaining Engine or any such Additional Engine is to be funded with additional equity contributions from the holders of the Beneficial Interest Certificates, such equity contributions also shall be deposited in the Engine Acquisition Account. The Indenture Trustee shall maintain records of the funds allocable to the Remaining Engines to be acquired in each Delivery Period and the funds allocable to any such Additional Engines, Mandatory Engine Modifications or Discretionary Engine Modifications.

(b) On each Delivery Date on which WEST acquires a Remaining Engine or an Additional Engine (or an Engine Interest with respect to a Remaining Engine or an Additional Engine), the Indenture Trustee, at the written direction of the Administrative Agent accompanied by a written statement of the Administrative Agent that all of the conditions for the release of funds under the Related Documents and for payment of the Purchase Price for such Remaining Engine specified in the Asset Transfer Agreement or the applicable Acquisition Agreement or for such Additional Engine specified in the applicable Acquisition Agreement have been satisfied, will transfer funds from the Engine Acquisition Account to Willis, in the case of the Asset Transfer Agreement, or to the applicable Seller, in the case of the applicable Acquisition Agreement, in each case in the amount specified in the Asset Transfer Agreement or such Acquisition Agreement, as applicable.

(c) On each Funding Date or other Business Day on which WEST is to pay the Purchase Price of a Mandatory Engine Modification or Discretionary Engine Modification, in whole or in part, the Indenture Trustee, at the written direction of the Administrative Agent accompanied by a written statement of the Administrative Agent that all of the conditions for the release of funds under the Related Documents and for payment of all or such portion of the Purchase Price of such Mandatory Engine Modification or Discretionary Engine Modification specified in the applicable Modification Agreement have been satisfied, will transfer funds from the Engine Acquisition Account to the Supplier of such Mandatory Engine Modification or Discretionary Engine Modification, in the amount specified in the applicable Modification Agreement.

(d) Upon the expiration or earlier termination of any Delivery Period for any Remaining Engines or Additional Engines, the Indenture Trustee shall direct the Operating Bank holding the Engine Acquisition Account to allocate all amounts then remaining on deposit in the Engine Acquisition Account in respect of such Remaining Engines or Additional Engines, whether or not delivered during such Delivery Period among (i) the holders of the Beneficial Interest Certificates that made equity contributions in respect of such Remaining Engines and Additional Engines and (ii) the Outstanding Series of Notes in respect of which proceeds were deposited in the Engine Acquisition Account in respect of such Remaining Engines and Additional Engines, in proportion to such equity contributions and deposits and (x) to remit to the holders of the Beneficial Interest Certificates the portion of such amounts allocable to them and (y) to transfer to a Redemption/Defeasance Account for each Series of Notes, the portion of such amounts allocable to such Series of Notes, to be applied to the redemption of each such Series of Notes as provided in Section 3.15(b) hereof.

(a) On the Initial Closing Date, WEST shall deposit (or cause to be deposited) in the Senior Restricted Cash Account cash, in an amount equal to the Senior Restricted Cash Amount as of the Initial Closing Date, out of the Net Proceeds of the Series A1 Notes received on the Initial Closing Date and out of the Loans made under the Series A2 Notes on the Initial Closing Date. On each other Closing Date and on any Funding Date, WEST shall deposit (or cause to be deposited) in the Senior Restricted Cash Account cash, in an amount equal to four percent (4%) of the Outstanding Principal Balance of the Additional Notes that are Series A Notes issued on any such Closing Date or four percent (4%) of the amount of Loans borrowed

under Series A Warehouse Notes on any such Closing Date or Funding Date, as applicable, out of the Net Proceeds of such Additional Notes or such Loans, as applicable.

(b) On each Payment Date on which the Available Collections Amount is to be distributed pursuant to Section 3.13(a) or (b), if the Balance in the Senior Restricted Cash Account is less than the Senior Restricted Cash Amount as of such Payment Date, the Indenture Trustee shall, in accordance with the Payment Date Schedule delivered pursuant to Section 3.12(e) hereof, deposit funds into the Senior Restricted Cash Account in order to restore the Balance therein to the Senior Restricted Cash Amount as of such Payment Date, to the extent of the Available Collections Amount as provided in Section 3.13.

(c) On each Payment Date on which there is a Stated Interest Shortfall in respect of one or more Series of Series A Notes or a Hedge Payment Shortfall in respect of one or more Hedge Counterparties, the Indenture Trustee shall, in accordance with the Payment Date Schedule delivered pursuant to Section 3.12(e) hereof, withdraw from the Senior Restricted Cash Account and deposit in the Series Accounts for the Series A Notes an amount equal to the lesser of (i) the aggregate amount of (x) the Stated Interest Shortfalls for all Series A Notes and (y) the Hedge Payment Shortfalls for all Hedge Counterparties and (ii) the Balance in the Senior Restricted Cash Account, provided that if the Balance in the Senior Restricted Cash Account on a Determination Date is less than the aggregate amount described in clause (i) for the related Payment Date, then the Balance in the Senior Restricted Cash Account will be allocated among the various affected Series and Hedge Counterparties in proportion to the Stated Interest Shortfalls and Hedge Payment Shortfalls. The excess of the Stated Interest Shortfall over the Balance so allocated to each Series shall be the “Net Stated Interest Shortfall” for such Series and shall be added to the Stated Interest Amount of such Series for the next succeeding Payment Date. The excess of the Hedge Payment Shortfall over the Balance so allocated to each Hedge Counterparty shall be the “Net Hedge Payment Shortfall” for such Hedge Counterparty and shall be added to the Periodic Hedge Payment due to such Hedge Counterparty for the next succeeding Payment Date.

(d) On each Payment Date on which the Available Collections Amount is to be distributed pursuant to Section 3.13(a) or (b), before making any distributions pursuant to Section 3.13, the Indenture Trustee, in accordance with the Payment Date Schedule delivered pursuant to Section 3.12(e) hereof, shall deposit in the Collections Account the excess, if any, of (A) the Balance in the Senior Restricted Cash Account (after giving effect to any withdrawals therefrom to be made on such Payment Date pursuant to Section 3.04(c)) over (B) the Senior Restricted Cash Amount (determined after giving effect to any payments of principal on the Series A Notes to be made on such Payment Date).

(e) If an Event of Default shall have occurred and a Collateral Liquidation Notice shall have been delivered to the Trustee, or on the last Final Maturity Date for any Series of Series A Notes, then the Balance in the Senior Restricted Cash Account (after giving effect to any withdrawals therefrom on such date pursuant to Section 3.04(c)) shall be deposited into the Series Accounts for the Series A Notes, allocated among such Series Accounts in proportion to the Outstanding Principal Balances of such Series of Series A Notes.

(f) The amount of the Senior Restricted Cash Amount may be decreased by the Controlling Trustees from time to time subject to obtaining a Rating Agency Confirmation.

(a) On the Initial Closing Date, WEST shall deposit (or cause to be deposited) in the Junior Restricted Cash Account cash, in an amount equal to the Junior Restricted Cash Amount as of the Initial Closing Date, out of the Net Proceeds of the Series B1 Notes received on the Initial Closing Date and out of the Loans made under the Series B2 Notes on the Initial Closing Date. On each other Closing Date and on any Funding Date, WEST shall deposit (or cause to be deposited) in the Junior Restricted Cash Account cash, in an amount equal to three percent (3%) of the Outstanding Principal Balance of the Additional Notes that are Series B Notes issued on any such Closing Date or three percent (3%) of the amount of Loans borrowed under Series B Warehouse Notes on any such Closing Date or Funding Date, as applicable, out of the Net Proceeds of such Additional Notes or such Loans, as applicable.

(b) On each Payment Date on which the Available Collections Amount is to be distributed pursuant to Section 3.13(a) or (b), if the Balance in the Junior Restricted Cash Account is less than the Junior Restricted Cash Amount as of such Payment Date, the Indenture Trustee shall, in accordance with the Payment Date Schedule delivered pursuant to Section 3.12(e) hereof, deposit funds into the Junior Restricted Cash Account in order to restore the Balance therein to the Junior Restricted Cash Amount as of such Payment Date, to the extent of the Available Collections Amount as provided in Section 3.13.

(c) On each Payment Date on which there is a Base Interest Shortfall in respect of one or more Series of Series B Notes, the Indenture Trustee shall, in accordance with the Payment Date Schedule delivered pursuant to Section 3.12(e) hereof, withdraw from the Junior Restricted Cash Account and deposit in the Series Accounts for the Series B Notes an amount equal to the lesser of (i) the aggregate amount of the Base Interest Shortfalls for all Series B Notes and (ii) the Balance in the Junior Restricted Cash Account, provided that if the Balance in the Junior Restricted Cash Account on a Determination Date is less than the aggregate amount of such Base Interest Shortfalls for the related Payment Date, then Balance in the Junior Restricted Cash Account will be allocated among the various affected Series in proportion to the Base Interest Shortfalls for such Series. The excess of the Base Interest Shortfall over the Balance so allocated to each Series shall be the “Net Base Interest Shortfall” for such Series and shall be added to the Base Interest Amount of such Series for the next succeeding Payment Date.

(d) On each Payment Date on which the Available Collections Amount is to be distributed pursuant to Section 3.13(a) or (b), before making any distributions pursuant to Section 3.13, the Indenture Trustee, in accordance with the Payment Date Schedule delivered pursuant to Section 3.12(e) hereof, shall deposit in the Collections Account the excess, if any, of (A) the Balance in the Junior Restricted Cash Account (after giving effect to any withdrawals therefrom to be made on such Payment Date pursuant to Section 3.04(c)) over (B) the Junior Restricted Cash Amount (determined after giving effect to any payments of principal on the Series B Notes to be made on such Payment Date).

(e) If an Event of Default shall have occurred and a Collateral Liquidation Notice shall have been delivered to the Indenture Trustee, or on the last Final Maturity Date for any Series of Series B Notes, then the Balance in the Junior Restricted Cash Account (after giving effect to any withdrawals therefrom on such date pursuant to Section 3.04(c)) shall be deposited into the Series Accounts for the Series B Notes, allocated among such Series Accounts in proportion to the Outstanding Principal Balances of such Series of Series B Notes.

(f) The amount of the Junior Restricted Cash Amount may be decreased from time to time subject to the following conditions: (i) a Rating Agency Confirmation is obtained; and (ii) the Control Party for each Outstanding Series of Series B Notes consents to such change.

(a) On each Closing Date and on each Delivery Date for a Remaining Engine or an Additional Engine, WEST shall deposit (or cause to be deposited) into the Engine Reserve Account the amount of Maintenance Reserve Payment Balances, if any, received from Willis or any other Person pursuant to the terms of the Asset Transfer Agreement or the applicable Acquisition Agreement or held by WEST Funding or any Engine Trust with respect to the Engines delivered on such Closing Date or Delivery Date, directly or indirectly by the transfer of WEST Funding or any other Engine Subsidiary or any Engine Trust. On each Payment Date, prior to the distribution of amounts on deposit in the Collections Account pursuant to Section 3.13 hereof, and from time to time between Payment Dates, the Administrative Agent or, if applicable, the Indenture Trustee shall direct the Operating Bank to transfer from the Collections Account to the Engine Reserve Account the amount of any Maintenance Reserve Payments then on deposit in the Collections Account.

(b) The Indenture Trustee will maintain one sub-account in the Engine Reserve Account for each Engine in respect of the Maintenance Reserve Payment Balances that were transferred and all Maintenance Reserve Payments thereafter made by the Lessees of such Engine (the “Engine Sub-Account” for such Engine), provided that, if any Maintenance Reserve Payments in respect of an Engine are required, pursuant to the terms of the applicable Lease, to be maintained as Segregated Funds, the Engine Sub-Account for such Engine shall identify such Maintenance Reserve Payments as Segregated Funds allocable to such Lease and, if applicable, the amount of the investment earnings on such Maintenance Reserve Payments as Segregated Funds.

(c) WEST shall cause the Servicer to maintain a record of the Engine Sub-Accounts in the Engine Reserve Account allocable to the Engines as well as a separate sub-account (the “Portfolio Sub-Account”) for all Engine Reserve Deposits deposited in the Engine Reserve Account and to deliver to the Indenture Trustee, not later than 1:00 p.m., New York City time, two Business Days prior to each Payment Date, a reconciliation of the amounts deposited in and disbursed from the Engine Reserve Account in the aggregate and from each sub-account therein during the preceding Collection Period. Maintenance Reserve Payments in respect of an Engine will be applied to increase the Balance of the Engine Sub-Account for such Engine, and any reimbursements to the Lessee of an Engine will be applied to reduce the Balance of the Engine Sub-Account for such Engine. Any withdrawal from the Engine Reserve Account to fund a Mandatory Modification on an Engine will be applied first to reduce the Balance of the Engine

Sub-Account for such Engine and then to reduce Balance in the Portfolio Sub-Account (which Balance may be negative).

(d) If an Engine is subject to a Permitted Engine Disposition, then, except as otherwise provided in the applicable Lease or Engine Disposition Agreement, the Indenture Trustee, at the written direction of the Administrative Agent, shall transfer the Balance in the Engine Sub-Account in the Engine Reserve Account allocable to such Engine to the Collections Account, unless WEST shall elect to transfer all or a portion of such Balance to the Engine Replacement Account or to a Qualified Escrow Account as part of the Disposition Proceeds to be reinvested in a Replacement Exchange in accordance with Section 3.11.

(e) The Administrative Agent may direct the Indenture Trustee in writing on each Payment Date and from time to time between Payment Dates to withdraw funds from the Engine Reserve Account for any or all of the following purposes: (i) to make reimbursements to a Lessee for maintenance costs to the extent required or permitted under the terms of the relevant Lease with such Lessee but not in excess of the Balance in the Engine Sub-Account for the Engine subject to such Lease, and (ii) subject to the receipt of the Trustee Resolutions required by Section 5.03(c) hereof, to pay for the cost of performing Mandatory Engine Modifications to the extent permitted by Section 5.03(c) hereof.

(f) If an Event of Default shall have occurred and a Collateral Liquidation Notice shall have been delivered to the Indenture Trustee, (i) the Indenture Trustee shall transfer the balance of the Portfolio Sub-Account to the Collections Account as directed in such Collateral Liquidation Notice and (ii) the Control Parties representing a majority of the Outstanding Principal Balance of the Senior Series may direct the Indenture Trustee to transfer to the Collections Account the Balance in the Engine Sub-Account of any Engine that has been actively remarketed for a period of at least six (6) months without having been sold or leased.

(a) On each Closing Date and on each Delivery Date for a Remaining Engine or an Additional Engine, WEST shall deposit (or cause to be deposited) into the Security Deposit Account all Security Deposits, if any, held by Willis or any other Person pursuant to the terms of the Asset Transfer Agreement or the applicable Acquisition Agreement or held by WEST Funding or any Engine Trust with respect to the Engines delivered on such Closing Date or Delivery Date, directly or indirectly by the transfer of WEST Funding or any other Engine Subsidiary or any Engine Trust. On each Payment Date, prior to the distribution of amounts on deposit in the Collections Account pursuant to Section 3.13 hereof, and from time to time between Payment Dates, the Administrative Agent subject to clauses (c) and (d) of this Section 3.07 shall direct the Operating Bank to transfer from the Collections Account to the Security Deposit Account the amount of any Security Deposits then on deposit in the Collections Account.

(b) The Indenture Trustee will maintain a sub-account (each, a “Lease Sub-Account”) allocating the Balance in the Security Deposit Account to each Lease in respect of which Security Deposits were transferred or received provided that, if any Security Deposits are required, pursuant to the terms of the applicable Leases, to be maintained as Segregated Funds,

the Lease Sub-Accounts for such Leases shall identify the Security Deposits as Segregated Funds allocable to each such Lease and, if applicable, the amount of the investment earnings on such Security Deposits.

(c) The Administrative Agent may direct the Indenture Trustee in writing to withdraw funds on deposit in any Lease Sub-Account in the Security Deposit Account and (i) transfer such funds to the Collections Account in satisfaction of the obligations of the Lessee under such Lease, but only to the extent of the Security Deposit allocable to such Lease or (ii) remit such funds to the applicable Lessee as may be required or permitted under the terms of the relevant Lease.

(d) If a Lessee does not have any right to receive a refund or reimbursement of its Security Deposit, or a Lessee relinquishes its right to receive a refund or reimbursement of its Security Deposit upon the expiration or earlier termination of a Lease (including a termination as the result of the occurrence of an event of default under such Lease), the Administrative Agent shall direct the Indenture Trustee, in writing, to transfer such Security Deposit to the Collections Account upon such expiration or earlier termination.

(a) On each Closing Date and Funding Date, the Administrative Agent shall direct the Operating Bank in writing to (i) pay to such Persons as shall be specified by the Administrative Agent such Issuance Expenses as shall be due and payable in connection with the issuance and sale of the Initial Notes on the Initial Closing Date and the Additional Notes on any other Closing Date and in connection with the borrowings on any such Funding Date, and (ii) transfer to the Expense Account the Required Expense Deposit, in each case out of the Net Proceeds of the Notes issued on such Closing Date or the Loans made on such Closing Date or Funding Date or a combination of both.

(b) On each Payment Date, the Administrative Agent will, in accordance with the priority of payments set forth in Section 3.13 hereof, direct the Indenture Trustee, in writing, to pay any Operating Expenses that are due and payable on such Payment Date and to transfer to the Expense Account funds in an amount equal to the Required Expense Deposit.

(c) On any Business Day between Payment Dates, the Administrative Agent may direct the Indenture Trustee, in writing, to withdraw funds from the Expense Account in order to pay any Operating Expenses then due and payable.

(d) On the last Final Maturity Date for all Series of Notes, after payment of all Operating Expenses due on such Final Maturity Date, the Indenture Trustee shall transfer the Balance in the Expense Account to the Collections Account for distribution in accordance with the priority of payments set forth in Section 3.13 hereof.

(a) Upon the issuance of Notes of any Series for which a Series Account was not previously established, the Administrative Agent shall cause to be established and maintained a Series Account for such Series of Notes.

(b) On each Payment Date, amounts will be deposited into each Series Account in accordance with Section 3.04, Section 3.05, Section 3.10 and Section 3.13 hereof.

(c) All amounts transferred to a Series Account for any Series of Notes in accordance with Section 3.04, Section 3.05, Section 3.10 and Section 3.13 hereof shall be applied to the payment of such Series of Notes in accordance with the terms of this Indenture and the related Supplement.

(a) Upon the sending of a Redemption Notice in respect of any Series of Notes or an election by WEST to effect a legal defeasance or covenant defeasance of any Series of Notes pursuant to Article XII hereof, the Indenture Trustee will establish a Redemption/Defeasance Account to retain the proceeds to be used in order to redeem or defease such Series.

(b) Amounts shall be deposited into any Redemption/Defeasance Account in accordance with Sections 3.15 and 3.16 hereof.

(c) On each Redemption Date, the Administrative Agent, on behalf of the Indenture Trustee, shall transfer a portion of the proceeds of any Redemption of any Series of Notes equal to the Redemption Price of such Series of Notes from the Redemption/Defeasance Account, established in respect of such Redemption to the Series Account for such Series of Notes in each case in accordance with Sections 3.15 and 3.16 hereof and transfer the balance of such proceeds to the Expense Account.

(d) On each Payment Date, in respect of any Series of Notes that is the subject of a legal defeasance or covenant defeasance, the Administrative Agent, on behalf of the Indenture Trustee, shall transfer from the Redemption/Defeasance Account to the Holders of such Notes the payments of principal and interest due on such Notes in accordance with the terms of such defeasance.

(a) WEST may elect, by notice to the Indenture Trustee in writing, not later than the last Business Day preceding the later of the date of any Permitted Engine Disposition and the date on which the Net Sale Proceeds of such Permitted Engine Disposition are received, to deposit all or a portion of (i) the Modified Net Sale Proceeds realized from such Permitted Engine Disposition, whether or not initially deposited in the Collections Account, and (ii) the Balance in the Engine Sub-Account within the Engine Reserve Account allocable to such Engine in (x) the Engine Replacement Account or (y) a Qualified Escrow Account maintained by a Qualified Intermediary, provided that such written direction shall be accompanied by a Trustee Resolution that such election has been made and that the requirements of Sections 5.03(a) in respect of such Permitted Engine Disposition have been satisfied. The Indenture Trustee shall deposit in the Collections Account all or any portion of the Net Sale Proceeds realized from any Permitted Engine Disposition as to which the direction described in the preceding sentence is not received by the end of the last Business Day preceding the later of the date of any Engine Disposition and the date on which such Net Sale Proceeds are received.

(b) WEST may elect to apply the Disposition Proceeds from a Permitted Engine Disposition deposited in the Engine Replacement Account or a Qualified Escrow Account pursuant to Section 3.11(a) in a Permitted Engine Acquisition or to fund the Purchase Price of a Qualified Engine Modification at any time during the Replacement Period beginning on the date of such Permitted Engine Disposition. On each Delivery Date or Funding Date during the Replacement Period in respect of a Permitted Engine Disposition and on which WEST acquires an Additional Engine (or an Engine Interest with respect to an Additional Engine) from a Seller in a Permitted Engine Acquisition or disburses all or a portion of the Purchase Price of a Qualified Engine Modification to a Supplier, the Indenture Trustee, at the written direction of the Servicer accompanied by (x) a written statement of the Servicer that all of the conditions for payment of the Purchase Price for such Additional Engine specified in the applicable Acquisition Agreement or for such Qualified Engine Modifications in the applicable Modification Agreement have been satisfied and (y) a Trustee Resolution that WEST has elected to apply the Disposition Proceeds from such Permitted Engine Disposition for such purpose and that the requirements of Section 5.03(b) or 5.03(c), as applicable, have been satisfied, will (i) transfer funds in an amount equal to the Purchase Price for such Additional Engine or Qualified Engine Modifications from the Engine Replacement Account to the applicable Seller or Supplier or (ii) direct the Qualified Intermediary to acquire such Additional Engine and transfer such Additional Engine to the applicable WEST Subsidiary.

(c) The Qualified Intermediary shall transfer any Disposition Proceeds from an Engine Disposition remaining in a Qualified Escrow Account to the Collections Account at the end of the applicable Replacement Period, and the Indenture Trustee, without further direction from the Servicer or the Administrative Agent, shall transfer any Disposition Proceeds from an Engine Disposition remaining in the Engine Replacement Account at the end of the Replacement Period applicable to such Engine Disposition to the Collections Account on the next Business Day after the end of such Replacement Period. All Disposition Proceeds so transferred to the Collections Account may not be withdrawn therefrom pursuant to Section 3.11(a) or otherwise, except for distribution in accordance with Section 3.13.

(b) Calculation of Interest Amounts. Not later than 12:00 noon (New York City time) on the third Business Day prior to each Payment Date, WEST shall cause the Administrative Agent to make the following calculations or determinations with respect to interest amounts due on such Payment Date:

(c) Calculation of Principal Payments and Distributions to WEST. Not later than 12:00 noon (New York City time) on the third Business Day prior to each Payment Date,

WEST shall cause the Administrative Agent to calculate or determine the following with respect to principal payments due on such Payment Date and the amounts distributable to WEST on such Payment Date:

(d) Calculation of Payment Date Shortfalls. Not later than 12:00 noon (New York City time) on the third Business Day prior to each Payment Date, WEST shall cause the Administrative Agent to perform the calculations necessary to determine the following:

(e) Application of the Available Collections Amount. Not later than 1:00 p.m., New York City time, three Business Days prior to each Payment Date, WEST will cause the Administrative Agent, to prepare and deliver to the Indenture Trustee the Payment Date Schedule setting forth the payments, transfers, deposits and distributions to be made pursuant to Section 3.13(a), (b) or (c), as applicable, setting forth separately, in the case of payments in respect of each Series of Notes, the amount to be applied on such Payment Date to pay all interest, principal and premium, if any, on such Series of Notes, all in accordance with

Section 3.13. On each Payment Date, the Indenture Trustee, based on the Payment Date Schedule provided by the Administrative Agent for such Payment Date, will make payments, transfers, deposits and distributions in an aggregate amount equal to the Available Collections Amount in accordance with the order of priority set forth in Section 3.13(a), (b) or (c), as applicable. If the Indenture Trustee shall not have received such Payment Date Schedule by the last Business Day preceding any Payment Date, such Payment Date shall be deferred until the next Business Day after such Payment Date Schedule is received by the Indenture Trustee.

(f) Relevant Information. WEST shall cause each Service Provider having Relevant Information in its possession to make such Relevant Information available to the Administrative Agent not later than 1:00 p.m., New York City time, five Business Days prior to each Payment Date.

(g) Floating Rate Notes. On the Reference Date for each Interest Accrual Period, the Indenture Trustee (i) shall determine LIBOR for the relevant Specified Period for each Series of Floating Rate Notes for the Interest Accrual Period beginning on the related Payment Date, (ii) shall determine the Stated Rate, Base Rate and Supplemental Rate, as applicable, on each such Series of Floating Rate Notes (in each case, as defined in the related Supplement for such Series), and (iii) provide such information to the Administrative Agent, WEST and each Noteholder (and, if a Series of Notes is listed on any stock exchange, to the relevant listing agent and paying agent) with the Monthly Report delivered pursuant to Section 2.13(a), provided that, if required by the related Supplement for any such Series of Floating Rate Notes, the Indenture Trustee shall deliver such information to the Holders of such Series of Floating Rate Notes on the Reference Date in the manner prescribed by such related Supplement.

(b) Early Amortization Event or Event of Default (Prior to a Collateral Liquidation Notice) Distributions. On each Payment Date, if an Early Amortization Event or an Event of Default (or a combination of both) has occurred and is then continuing, so long as the Indenture Trustee has not received a Collateral Liquidation Notice, the Available Collections Amount will be applied in the following order or priority, after payment of the amounts described in Section 4.02(c)(i):

(c) Event of Default (After a Collateral Liquidation Notice) Distributions. On each Payment Date, if an Event of Default has occurred and is then continuing, and the Indenture Trustee has received a Collateral Liquidation Notice, the Available Collections Amount will be applied in the following order or priority, after payment of the amounts described in Section 4.02(c)(i):

(d) Redemption.

(e) Payments by Wire Transfer.

(a) Minimum and Scheduled Principal Payments.

(b) Supplemental Principal Payments.

(c) The rules for allocation of Minimum Principal Payment Amounts and Scheduled Principal Payment Amounts among Series having the same alphabetical designation set forth in Section 3.14(a) are referred to herein as the “Series Allocation Rules”. The rules set forth in Section 3.14(b) for allocating the Series A Supplemental Principal Amounts and the Series B Supplemental Principal Amounts are referred to herein as the “Supplemental Payment Allocation Rules.”

(a) Voluntary Redemptions. If specified in the related Supplement and if no Default or Event of Default exists, WEST will have the option to prepay, in whole or in part, the Outstanding Principal Balance of such Series of Notes in an Optional Redemption, provided that (i) any Optional Redemption in whole or in part of Series A Warehouse Notes shall be subject to there also being an Optional Redemption in whole or in part of a proportionate Outstanding Principal Balance of all Series B Warehouse Notes, (ii) any Optional Redemption in whole or in part of the Series A1 Term Notes shall be subject to there also being an Optional Redemption in whole or in part of a proportionate

Outstanding Principal Balance of the Series B1 Warehouse Notes, (iii) any Optional Redemption in whole or in part of the Series B1 Term Notes shall be subject to there also being an Optional Redemption in whole or in part of a proportionate Outstanding Principal Balance of the Series B2 Warehouse Notes, (iv) if an Early Amortization Event is then continuing, any Optional Redemption in part shall be an Optional Redemption of all Series of Notes in the same proportionate part and (v) such Optional Redemption shall not result in a Default or Event of Default.

(b) Acquisition Balance Redemptions. Any Balance in the Engine Acquisition Account remaining at the end of a Delivery Period will be applied to the redemption of the Notes, allocated among the Series of Notes, the proceeds of which were originally deposited in the Engine Acquisition Account at the beginning of such Delivery Period (each such redemption, an “Acquisition Balance Redemption”). Such balance will be allocated among such Series of Notes in proportion to the amounts of the proceeds of each such Series of Notes that were originally deposited in the Engine Acquisition Account. The principal amount of the redemption of each such Series of Notes will be equal to the amount so allocated to each such Series of Notes, which will be applied to the redemption of the Series A Notes and Series B Notes in the manner provided below on the next Payment Date after the end of the Delivery Period.

(c) Redemption for Taxation Purposes. Subject to the provisions of Section 3.10 hereof, if, at any time,

(a) Method of Redemption. In the case of any Redemption in whole (other than a Tax Redemption), WEST will deposit, or will cause to be deposited, in the Redemption/Defeasance Account an amount equal to the Redemption Price. Once a Redemption Notice in respect of a Redemption in whole is published, each Series of Notes to which such Redemption Notice applies will become due and payable on the Redemption Date stated in such Redemption Notice at its Redemption Price. All Notes which are redeemed will be surrendered to the Indenture Trustee for cancellation and accordingly may not be reissued or resold.

(b) Deposit of Redemption Amount. On or before any Redemption Date in respect of a Redemption under Section 3.15, WEST shall, to the extent an amount equal to the Redemption Price of the Notes to be redeemed and any transaction expenses as of the Redemption Date is not then held by WEST or on deposit in the Redemption/Defeasance Account, deposit or cause to be deposited such amount in the Redemption/Defeasance Account.

(c) Notes Payable on Redemption Date. After notice has been given under Section 3.16(d) hereof as to the Redemption Date in respect of any Redemption, the Outstanding Principal Balance of the Notes to be redeemed on such Redemption Date shall become due and payable at the Corporate Trust Office of the Indenture Trustee, and from and after such Redemption Date (unless there shall be a default in the payment of the applicable amount to be redeemed) such principal amount shall cease to bear interest. Upon surrender of any Note for Redemption in accordance with such notice, the Redemption Price of such Note shall be paid as provided for in Section 3.13(d). If any Note to be redeemed shall not be so paid upon surrender thereof for Redemption, the Outstanding Principal Balance thereof shall continue to bear interest from the Redemption Date until paid at the interest rate applicable to such Note.

(d) Redemption Notice. In respect of any Redemption of any Series of Notes to be made out of amounts available for such purposes, the Indenture Trustee will give a Redemption Notice to each holder of the Notes to be redeemed provided that the Indenture Trustee shall have determined in advance of giving any such Redemption Notice that funds are or will, on the Redemption Date, be available therefor. Such Redemption Notice will be given at least twenty (20) days but not more than sixty (60) days before such Redemption Date, other than in the case of a Refinancing as to which such Redemption Notice shall be given at least five (5) days but not more than thirty (30) days before the Redemption Date, and other than in the case of an Acquisition Balance Redemption, as to which such Redemption Notice shall be included in the Monthly Report delivered for the applicable Payment Date. Each Redemption Notice will state (i) the applicable Redemption Date, (ii) the Indenture Trustee’s arrangements for making payments due on the Redemption Date, (iii) the Redemption Price of the Notes to be redeemed, (iv) for an Optional Redemption in whole of any Series, that Notes to be redeemed must be surrendered (which action may be taken by any holder of the Notes or its authorized agent) to the Indenture Trustee to collect the Redemption Price on such Notes and (v) that, unless WEST defaults in the payment of the Redemption Price, if any, interest on Notes called for Redemption will cease to accrue on and after the Redemption Date.

(a) Engine Dispositions.

(b) Optional Redemption. In connection with any Optional Redemption in part and any Acquisition Balance Redemption, the Minimum Targeted Principal Balance on the Redemption Date will be reduced by the Allocable Minimum Principal Amount for each Series on such Redemption Date, and the Minimum Targeted Principal Balances on all succeeding Payment Dates shall be reduced by the amount of such Optional Redemption or Acquisition Balance Redemption minus the Allocable Minimum Principal Payment Amount, allocated pro rata among such Payment Dates. In addition, the Scheduled Targeted Principal Balance on the Redemption Date will be reduced by the Allocable Scheduled Principal Amount for each Series on such Payment Date, and the Scheduled Targeted Principal Balances on all succeeding Payment Dates shall be reduced by the amount of such Optional Redemption or Acquisition

Balance Redemption minus the Allocable Scheduled Principal Payment Amount, allocated pro rata among such Payment Dates.

(a) failure to pay interest on any Series of Notes (other than Conversion Step-Up Interest, Additional Interest or Supplemental Interest), in each case when such amount becomes due and payable, and such default continues for a period of three (3) or more Business Days;

(b) failure to pay principal when due on any Series of Notes either on or prior to the applicable Final Maturity Date;

(c) failure to pay any amount (other than a payment default for which provision is made in clause (a) or (b) of this Section 4.01) when due and payable in connection with any Series of Notes, to the extent that there are, on any Payment Date, amounts available in the Collections Account or the Junior Restricted Cash Account or Senior Restricted Cash Account therefor, and such default continues for a period of three (3) or more Business Days;

(d) (i) failure by WEST or any other WEST Group Member to comply with the insurance covenant set forth in Section 5.04(h) hereof which failure continues unremedied for a period of thirty (30) days or more or (ii) failure by WEST or any other WEST Group Member to comply with any of the other covenants, obligations, conditions or provisions binding on it under this Indenture, the Security Trust Agreement, any of the Notes or any other Related Document (other than a failure to comply described in clause (i) or a payment default for which provision is made in clause (a), (b) or (c) of this Section 4.01), if any such failure described in this clause (ii) materially adversely affects the Holders of a Series of Notes and continues for a period of thirty (30) days or more after written notice thereof has been given to WEST (or, if such failure is capable of remedy and the Administrative Agent has promptly provided the Indenture Trustee with a certificate stating that WEST or any other WEST Group Member has commenced, or will promptly commence, and diligently pursue all reasonable efforts to remedy such failure or breach, so long as such Person is diligently pursuing such remedy but in any event no longer than sixty (60) days);

(e) any representation or warranty made by WEST or any other WEST Group Member under this Indenture, the Security Trust Agreement or any Related Document or certificate shall prove to be untrue or incorrect in any material respect when made, and such untruth or incorrectness shall continue unremedied for a period of thirty (30) days or more after written notice thereof has been given to WEST (or, if such untruth or incorrectness is capable of

remedy and the Administrative Agent has promptly provided the Indenture Trustee with a certificate stating that WEST or any other WEST Group Member has commenced, or will promptly commence, and diligently pursue all reasonable efforts to remedy such untruth or incorrectness, so long as such Person is diligently pursuing such remedy but in any event no longer than sixty (60) days);

(f) a court having jurisdiction in the premises enters a decree or order for (i) relief in respect of WEST or any Engine Subsidiary under any Applicable Law relating to bankruptcy, insolvency, receivership, winding-up, liquidation, reorganization, examination, relief of debtors or other similar law now or hereafter in effect; (ii) appointment of a receiver, liquidator, examiner, assignee, custodian, trustee, sequestrator or similar official of WEST or any Engine Subsidiary; or (iii) the winding up or liquidation of the affairs of WEST or any Engine Subsidiary and, in each case, such decree or order shall remain unstayed or such writ or other process shall not have been stayed or dismissed within sixty (60) days from entry thereof;

(g) WEST or any Engine Subsidiary (i) commences a voluntary case under any Applicable Law relating to bankruptcy, insolvency, receivership, winding-up, liquidation, reorganization, examination, relief of debtors or other similar law now or hereafter in effect, or consents to the entry of an order for relief in any involuntary case under any such law; (ii) consents to the appointment of or taking possession by a receiver, liquidator, examiner, assignee, custodian, trustee, sequestrator or similar official of WEST or any Engine Subsidiary or for all or substantially all of the property and assets of WEST or any Engine Subsidiary; or (iii) effects any general assignment for the benefit of creditors, admits in writing its inability to pay its debts generally as they come due, voluntarily suspends payment of its obligations or becomes insolvent;

(h) a judgment or order for the payment of money in excess of 5% of the Maximum Borrowing Base shall be rendered against WEST or any other WEST Group Member and either (i) enforcement proceedings shall have been commenced by any creditor upon such judgment or order or (ii) there shall be any period of ten (10) consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect; provided, however, that any such judgment or order shall not be an Event of Default under this Section 4.01(h) if and for so long as (x) the amount of such judgment or order is covered by a valid and binding policy of insurance between the defendant and the insurer covering payment thereof and (y) such insurer, which shall be rated at least “A” by A.M. Best Company or any similar successor entity, has been notified of, and has not disputed the claim made for payment of, the amount of such judgment or order;

(i) on any Payment Date, the then Aggregate Note Principal Balance (determined after giving effect to all principal payments made on such date) exceeds an amount equal to the product of (i) one hundred twenty percent (120%) and (ii) the Maximum Borrowing Base on such Payment Date; or

(j) WEST or any other WEST Group Member shall have asserted that the Indenture, the Security Trust Agreement or any of the Related Documents to which it is a party is not valid and binding on the parties thereto or any court, governmental authority or agency

having jurisdiction over any of the parties to such agreements shall find or rule that any material provision of any of such agreements is not valid or binding on the parties thereto; and

(k) a Requisite Majority shall have elected to remove the Servicer as a result of a Servicer Termination Event, and a replacement Servicer shall not have assumed the duties of the Servicer within ninety (90) days after the date of such election by such Requisite Majority.

(a) such Holder holds Series A Notes and has previously given written notice to the Indenture Trustee of a continuing Event of Default;

(b) the Holders (not affiliated with any WEST Group Member) of at least 25% of the aggregate Outstanding Principal Balance of the Series A Notes make a written request to the Indenture Trustee to pursue a remedy hereunder;

(c) such Holder or Holders offer to the Indenture Trustee an indemnity reasonably satisfactory to the Indenture Trustee against any costs, expenses and liabilities to be incurred in complying with such request;

(d) the Indenture Trustee does not comply with such request within sixty (60) days after receipt of the request and the offer of indemnity; and

(e) during such sixty (60)-day period, Control Parties representing a majority of the Outstanding Principal Balance of all Senior Series do not give the Indenture Trustee a Direction inconsistent with such request.

(a) such direction shall not be in conflict with any rule of law or with this Indenture and would not involve the Indenture Trustee in personal liability or expense;

(b) the Indenture Trustee shall not determine that the action so directed would be unjustly prejudicial to the Noteholders of such Series not taking part in such direction, and

(c) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee which is not inconsistent with such direction.

(a) Due Organization.

(b) Special Purpose Status.

(c) Non-Contravention.

(d) Due Authorization.

(e) Validity and Enforceability.

(f) No Event of Default or Early Amortization Event.

No Event of Default or Early Amortization Event has occurred and is continuing and no event has occurred that with the passage of time or notice or both would become an Event of Default or Early Amortization Event.

(g) No Encumbrances.

(h) No Consents.

(i) No Litigation.

(j) Employees, Subsidiaries.

(k) Ownership.

(l) No Filings.

(m) Other Representations.

(n) Other Regulations. WEST is not: (i) a “public utility company” or a “holding company,” or an “affiliate” or a “subsidiary company” of a “holding company,” or an “affiliate” of such a “subsidiary company,” as such terms are defined in the Public Utility Holding Company Act of 1936, as amended, or (ii) an “investment company,” or an “affiliated person” of, or a “promoter” or “principal underwriter” for, an “investment company,” as such terms are defined in the Investment Company Act of 1940, as amended.

(a) No Release of Obligations.

(b) Encumbrances.

(c) Indebtedness.

(d) Restricted Payments.

(e) Limitation on Dividends and Other Payments.

(f) Business Activities.

(g) Limitation on Consolidation, Merger and Transfer of Assets.

(h) Limitation on Transactions with Affiliates.

(i) Limitation on the Issuance, Delivery and Sale of Equity Interests.

(j) Bankruptcy and Insolvency.

(k) Payment of Principal, Premium, if any, and Interest.

(l) Limitation on Employees.

(m) Hedging Agreement. (i) WEST will maintain, directly or through one or more WEST Group Members, one or more Interest Rate Hedge Agreements and will use commercially reasonable efforts to maintain such Interest Rate Hedge Agreements in an aggregate notional balance that is not less than the Minimum Required Hedge Amount nor more than the Maximum Required Hedge Amount, and that will obligate WEST or the applicable Eligible Hedge Counterparty to make a Periodic Hedge Payment on each Payment Date. Any Hedge Payments from an Eligible Hedge Counterparty (including Hedge Termination Payments) shall be deposited by WEST directly into the Collections Account, and any Hedge Payment due from WEST (including Hedge Termination Payments) will be made to the extent of the Available Collections Amount as provided in Section 3.13.

(n) Delivery of Rule 144A Information. To permit compliance with Rule 144A in connection with offers and sales of Notes, WEST will promptly furnish upon request of a holder of a Note to such holder and a prospective purchaser designated by such holder, the information required to be delivered under Rule 144A(d)(4) if at the time of such request WEST is not a reporting company under Section 13 or Section 15(d) of the Exchange Act.

(o) Administrative Agent. If at any time, there is not a Person acting as Administrative Agent, WEST shall promptly appoint a qualified Person to perform any duties under this Indenture that the Administrative Agent is obligated to perform until a replacement Administrative Agent assumes the duties of the Administrative Agent.

(a) Engine Dispositions. WEST will not, and will not permit any other WEST Group Member to, sell, transfer or otherwise dispose of any Engine or any interest therein, including any interest in an Engine Subsidiary or an Engine Trust, except that WEST and each other WEST Group Member may sell, transfer or otherwise dispose of or part with possession of (i) any Parts, or (ii) one or more Engines, an Engine Interest or an Engine Subsidiary, as follows (any such sale, transfer or disposition described in clause (i), (ii) or (iii) of this Section 5.03(a), a “Permitted Engine Disposition“):

(b) Engine Acquisitions. WEST will not, and will cause each WEST Group Member not to, purchase or otherwise acquire an Engine (or an interest therein) other than the Initial Engines or any interest therein, except that, subject to the approval of a Special Majority of the Controlling Trustees, WEST and any WEST Group Member will be permitted to: (i) purchase or otherwise acquire, directly or indirectly, Additional Engines in connection with any Replacement Exchange, (ii) acquire one or more Additional Engines pursuant to a capital contribution from the Beneficial Owner permitted by Section 5.03(i)(ii), (iii) purchase or otherwise acquire, directly or indirectly, Additional Engines with the proceeds of the issuance of Additional Notes, Additional Certificates, or advances made under the Warehouse Series from time to time, or (iv) any combination of the transactions described in clauses (ii) and (iii), so long as the following requirements are satisfied:

(c) Modification Payments and Capital Expenditures. WEST will not, and will not permit any WEST Subsidiary to, make any capital expenditures for the purpose of effecting any optional improvement or modification of any Engine, except that any WEST or any WEST Subsidiary may make Mandatory Engine Modifications and Discretionary Engine Modifications, in each case acting at the direction of the Controlling Trustees and subject to the following limitations on the manner in which such Mandatory Engine Modifications and Discretionary Engine Modifications may be funded:

(d) Leases.

(e) Concentration Limits; PRI. Subject to the Concentration Variance Limits, if applicable, WEST will not, and will not permit any WEST Group Member to, sell, purchase, lease or otherwise take any action with respect to any Engine if entering into such proposed sale, purchase, lease or other action would cause the Portfolio to exceed any of the Concentration Limits, unless WEST shall have obtained a Rating Agency Confirmation with respect to such sale, purchase or lease or other action. Any WEST Group Member may dispose of an Engine or lease or re-lease an Engine that results in the Portfolio exceeding any single Concentration Limit on Lessee locations by up to two percentage points (2%) for a period of not more than six (6) months and exceeding all such Concentration Limits by not more than four percentage points (4%) in the aggregate at any one time (the “Concentration Variance Limits”). In addition, WEST will not, and will not permit any WEST Group Member to lease or re-lease Engines to Lessees who are based in, or habitually operate or intend to operate Engines in a jurisdiction set forth in clause (a) of the PRI Guidelines unless WEST or such WEST Group Member obtains Engine repossession insurance in respect of such jurisdiction for such Engines.

(f) Appraisal of Engines. WEST will, at least once each year and in no event later than March 31st of each year (each such date on which an Appraisal is delivered, an “Appraisal Date”), commencing in 2006, deliver to the Indenture Trustee and publish in the next Monthly Report (with no obligation of review or inquiry on the part of the Indenture Trustee) the Annual Appraised Value of each of the Engines in the Portfolio, based on Appraisals from at

least three (3) Appraisers, each such Appraisal to be dated within thirty (30) days prior to its delivery.

(g) Mortgages. WEST shall cause each WEST Subsidiary that owns an Engine to execute and deliver an Engine Mortgage in favor of the Security Trustee and to file such Engine Mortgage with the FAA, provided that, upon the Captetown Convention becoming effective, WEST shall cause each WEST Subsidiary to take such further actions as shall be required to file such Engine Mortgage with the registry established pursuant to the Capetown Convention.

(a) Ownership. WEST will, and shall cause each WEST Subsidiary to, (i) on all occasions on which the ownership of each Engine is relevant, make it clear to third parties that title to the same is held by WEST or a WEST Subsidiary, as the case may be, and (ii) not do, or knowingly permit to be done, or omit, or knowingly permit to be omitted, any act or thing which might reasonably be expected to jeopardize the rights of WEST or any WEST Subsidiary as owner of each Engine, except as contemplated by the Related Documents.

(b) Compliance with Law; Maintenance of Permits. WEST will (i) comply, and cause each WEST Subsidiary to comply, in all material respects with all Applicable Laws, (ii) obtain, and cause each WEST Subsidiary to obtain, all material governmental (including regulatory) registrations, certificates, licenses, permits and authorizations required for the use and operation of the Engines owned by it, (iii) not cause or knowingly permit, directly or indirectly, through any WEST Subsidiary, any Lessee to operate any Engine under any Lease in any material respect contrary to any Applicable Law, and (iv) not knowingly permit, directly or indirectly, through any WEST Subsidiary, any Lessee not to obtain all material governmental (including regulatory) registrations, certificates, licenses, permits and authorizations required for such Lessee’s use and operation of any Engine under any operating Lease.

(c) Forfeiture. WEST will not do anything, and will cause each WEST Subsidiary not to do anything, and will not knowingly permit, directly or indirectly, through any WEST Subsidiary, any Lessee to do anything, which may reasonably be expected to expose any Engine to forfeiture, impoundment, detention, appropriation, damage or destruction (other than any forfeiture, impoundment, detention or appropriation which is being contested in good faith by appropriate proceedings if (i) adequate resources have been made available by WEST or a WEST Subsidiary or the applicable Lessee for any payment which may arise or be required in connection with such forfeiture, impounding, detention or appropriation or proceedings taken in respect thereof, and (ii) such forfeiture, impounding, detention or appropriation or the continued existence thereof does not give rise to any material likelihood of the assets to which such forfeiture, impounding, detention or appropriation relates or any interest in such assets being sold, permanently forfeited or otherwise lost). In the event of a forfeiture, impoundment, detention or appropriation of such Engine not constituting a Total Loss, WEST will, or shall cause each WEST Subsidiary to, use all commercially reasonable efforts to obtain the immediate release of such Engine.

(d) Projected Engine Reserves. WEST will, between January 1 and February 28 of each year, commencing in 2006, deliver to the Indenture Trustee and include with the next Monthly Report (with no obligation of review or inquiry on the part of the Indenture Trustee) the Maintenance Reserve Evaluation. Within thirty (30) days after receiving the annual Maintenance Reserve Evaluation, WEST shall determine, based on the Maintenance Reserve Evaluation (in no event later than the end of such first fiscal quarter), (a) the projected Balance in the Engine Reserve Account as of each Determination Date during the lesser of twenty-five (25) years and the expected life of all the Engines in the portfolio, taking into account the balance then in the Engine Reserve Account and the projected Maintenance Reserve Payments under the Leases of the Engines, and (b) the amount, if any (an “Engine Reserve Deficit“), by which each such projected Balance as of any Determination Date is less than the projected costs of engine overhaul and maintenance costs for the collection period following each Determination Date. The Administrative Agent then shall allocate each such Engine Reserve Deficit pro rata to all Payment Dates between the date of such determination and the Determination Date on which such Engine Reserve Deficit is projected. The sum of the projected balance in the Engine Reserve Account for each Determination Date, and the total amount of the Engine Reserve Deficits so allocated to the related Payment Date will be the “Engine Reserve Amount“ for such Payment Date. The Indenture Trustee shall apply the Available Collections Amount to make a deposit into the Engine Reserve Account in accordance with Section 3.13 hereof to the extent the Engine Reserve Amount exceeds the Balance in the Engine Reserve Account for each Payment Date. The Engine Reserve Amounts will be recalculated after each annual Maintenance Reserve Evaluation.

(e) Maintenance of Assets. WEST will, with respect to each Engine under Lease, cause, directly or indirectly, through any WEST Subsidiary, such Engine to be maintained in a state of repair and condition consistent with the reasonable commercial practice of leading international aircraft engine operating lessors with respect to similar engines under lease, taking into consideration, among other things, the identity of the relevant Lessee (including the credit standing and operating experience thereof), the age and condition of the Engine and the jurisdiction in which the airframe that such Engine is installed on will be registered or in which the Lessee is based. In addition, WEST will, with respect to each Engine that is not subject to a

Lease, maintain, and cause each WEST Subsidiary to maintain, such Engine in a state of repair and condition consistent with the reasonable commercial practice of leading international aircraft engine operating lessors with respect to engines not under lease.

(f) Notification of Loss, Theft, Damage or Destruction. WEST will notify the Indenture Trustee, the Security Trustee and the Administrative Agent and the Servicer, in writing, as soon as WEST or any WEST Subsidiary becomes aware of any loss, theft, damage or destruction to any Engine if the potential cost of repair or replacement of such asset (without regard to any insurance claim related thereto) may exceed $1,000,000.

(g) Insurance. WEST will maintain or cause, directly or indirectly through its Subsidiaries, to be maintained with reputable and responsible insurers or with insurers that maintain relevant reinsurance with reputable and responsible reinsurers (i) insurance for each Engine in an amount at least equal to the Adjusted Borrowing Value for such Engine (or the equivalent thereof from time to time if such insurance is denominated in a currency other than Dollars), (ii) liability insurance denominated in Dollars for each Engine and occurrence in an amount at least equal to the relevant amount set forth on Exhibit H hereto for each type of Engine and as amended from time to time with a Rating Agency Confirmation, and (iii) political risk insurance (“PRI”) for each Engine subject to a Lease to a Lessee that is habitually based in a jurisdiction determined in accordance with the PRI Guidelines, in an amount at least equal to the Adjusted Borrowing Value (or the equivalent thereof from time to time if such insurance is denominated in a currency other than Dollars) for such Engine. The coverage and terms (including endorsements, deductibles and self-insurance arrangements) of any insurance maintained with respect to any Engine not subject to a Lease shall be substantially consistent with the commercial practices of leading international aircraft engine operating lessors regarding similar engines. The Security Trustee shall be named as sole loss payee on all insurance other than liability insurance, and the Indenture Trustee and Security Trustee shall be named as additional insureds on all liability insurance.

(h) Indemnity. WEST will, and shall cause each WEST Subsidiary to, include in each Lease an indemnity from such Person in respect of any losses or liabilities arising from the use or operation of the related Engine during the term of such Lease, subject to such

exceptions, limitations and qualifications as are consistent with the reasonable commercial practice of leading international aircraft engine operating lessors.

(i) Fees and License. WEST will, and shall cause each WEST Subsidiary to, promptly pay or cause to be promptly paid all license and registration fees and all taxes of any nature (together with any penalties, fines or interest thereon) assessed and demanded by any government or any revenue authority (whether of the applicable country of registration of the airframe on which any Engine is installed or otherwise), upon or with respect to any Engines or upon the purchase, ownership, delivery, leasing, possession, use, operation, return, sale or other disposition thereof or rentals, income or proceeds received with respect thereto.

(a) In the case of the resignation or removal of the Indenture Trustee as to any Series of the Notes under Section 7.01 hereof, WEST shall promptly appoint a successor Indenture Trustee as to such Series; provided that the Requisite Majority may appoint, within one (1) year after such resignation or removal, a successor Indenture Trustee as to such Series which may be other than the successor Indenture Trustee appointed by WEST, and such successor Indenture Trustee appointed by WEST shall be superseded by the successor Indenture Trustee so appointed by the Noteholders. If a successor Indenture Trustee as to any Series of the Notes shall not have been appointed and accepted its appointment hereunder within sixty (60) days after the Indenture Trustee gives notice of resignation or is removed as to such Series, the retiring or removed Indenture Trustee, WEST, the Administrative Agent, the Servicer or the Requisite Majority may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee as to such Series. Any successor Indenture Trustee so appointed by such court shall immediately and without further act be superseded by any successor Indenture Trustee appointed as provided in the first sentence of this paragraph within one (1) year from the date of the appointment by such court.

(b) Any successor Indenture Trustee as to any Series of the Notes, however appointed, shall promptly execute and deliver to WEST, the Servicer, the Administrative Agent and the predecessor Indenture Trustee as to such Series an instrument accepting such appointment, and thereupon the resignation or removal of the predecessor Indenture Trustee shall become effective and such successor Indenture Trustee, without further act, shall become vested with all the estates, properties, rights, powers, duties and trusts of such predecessor Indenture Trustee hereunder in the trusts hereunder applicable to it with like effect as if originally named the Indenture Trustee as to such Series herein; provided that, upon the written request of such successor Indenture Trustee, such predecessor Indenture Trustee shall, upon payment of all amounts due and owing to it, execute and deliver an instrument transferring to such successor

Indenture Trustee, upon the trusts herein expressed applicable to it, all the estates, properties, rights, powers and trusts of such predecessor Indenture Trustee, and such predecessor Indenture Trustee shall duly assign, transfer, deliver and pay over to such successor Indenture Trustee all moneys or other property then held by such predecessor Indenture Trustee hereunder solely for the benefit of such Series of the Notes.

(c) If a successor Indenture Trustee is appointed with respect to one (1) or more (but not all) Series of the Notes, WEST, the predecessor Indenture Trustee and each successor Indenture Trustee with respect to each Series of Notes shall execute and deliver an indenture supplemental hereto which shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the predecessor Indenture Trustee with respect to the Series of Notes as to which the predecessor Indenture Trustee is not retiring shall continue to be vested in the predecessor Indenture Trustee, and shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the Notes hereunder by more than one Indenture Trustee.

(d) Each Indenture Trustee shall be an Eligible Institution and shall meet the Eligibility Requirements, if there be such an institution willing, able and legally qualified to perform the duties of an Indenture Trustee hereunder; provided that the Rating Agencies shall receive notice of any replacement Indenture Trustee.

(e) Any corporation into which the Indenture Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Indenture Trustee shall be a party, or any corporation to which substantially all the business of the Indenture Trustee may be transferred, shall, subject to the terms of paragraph (d) of this Section, be the Indenture Trustee under this Indenture without further act.

(a) Without the consent of any Holder and based on an Opinion of Counsel in form and substance reasonably acceptable to the Indenture Trustee to the effect that such Supplement is for one of the purposes set forth in clauses (i) through (viii) below, WEST and the Indenture Trustee, at any time and from time to time, may enter into one or more Supplements for any of the following purposes:

(b) Promptly after the execution by WEST and the Indenture Trustee of any Supplement pursuant to this Section, WEST shall mail to the Holders of all Notes then Outstanding, each Rating Agency, and each Eligible Interest Rate Hedge Counterparty, a notice setting forth in general terms the substance of such Supplement, together with a copy of the text of such Supplement. Any failure of WEST to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such Supplement.

(a) With the consent of a Requisite Majority, WEST and the Indenture Trustee may enter into a Supplement hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Noteholders under this Indenture; provided, however, that no such Supplement shall, without the consent of the Noteholder of each Outstanding Note affected thereby:

(b) Promptly after the execution by WEST and the Indenture Trustee of any Supplement pursuant to this Section, WEST shall mail to the Administrative Agent, the Holders of the Notes, each Rating Agency, and each Eligible Interest Rate Hedge Counterparty, a notice setting forth in general terms the substance of such Supplement, together with a copy of the text of such Supplement. Any failure of WEST to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such Supplement.

(a) WEST may, at the direction of the Controlling Trustees, from time to time issue one or more Series of Notes pursuant to a Supplement executed by WEST and the Indenture Trustee that will specify the principal terms of such Series. The terms of such Supplement may modify or amend the terms of this Indenture solely as applied to such Series, and with the consent of the Control Party for any other Series, may amend this Indenture as applicable to such Series, in accordance with the terms of this Indenture. The obligation of the Indenture Trustee to authenticate and deliver the Notes of such Series and to execute and deliver the related Supplement is subject to the satisfaction of the following conditions:

(a) Each Noteholder, Service Provider and Hedge Counterparty agrees that its claims against WEST for payment of amounts are subordinate to any claims ranking in priority thereto as set forth in Section 3.13 hereof, including any post-petition interest (each such prior claim, a “Senior Claim”), which subordination shall continue until the holder of such Senior Claim (a “Senior Claimant”), or the Indenture Trustee on its behalf, has received the full cash amount of such Senior Claim. Each such Person is also obligated to hold for the benefit of the Senior Claimant any amounts received by such Person which, under the terms of the Indenture, should have been paid to or on behalf of the Senior Claimant and to pay over such amounts to the Indenture Trustee for application as provided in Section 3.13 hereof.

(b) If any Senior Claimant receives any payment in respect of any Senior Claim which is subsequently invalidated, declared preferential, set aside and/or required to be repaid to a trustee, receiver or other party, then, to the extent such payment is so invalidated, declared preferential, set aside and/or required to be repaid, such Senior Claim shall be revived

and continue in full force and effect, and shall be entitled to the benefits of this Article XI, all as if such payment had not been received.

(c) Each Noteholder, by its acceptance of a Note, and each other payee pursuant to Section 3.13, by entering into the Related Document to which it is a party, authorizes and expressly directs the Indenture Trustee on its behalf to take such action as may be necessary or appropriate to effectuate the subordination provided in this Article XI, and appoints the Indenture Trustee its attorney-in-fact for such purposes, including, in the event of any dissolution, winding up, liquidation or reorganization of WEST (whether in bankruptcy, insolvency, receivership, reorganization or similar proceedings or upon an assignment for the benefit of creditors or otherwise) any actions tending towards liquidation of the property and assets of WEST or the filing of a claim for the unpaid balance of its Notes in the form required in those proceedings.

(d) No right of any holder of any Senior Claim to enforce the subordination of any subordinated claim shall be impaired by an act or failure to act by WEST or the Indenture Trustee or by any failure by either WEST or the Indenture Trustee to comply with this Indenture, unless such failure shall materially prejudice the rights of the subordinated claimant.

(e) Each Noteholder, by accepting a Note, and each other payee pursuant to Section 3.13, by entering into the Related Document to which it is a party, acknowledges and agrees that the foregoing subordination provisions are, and are intended to be, an inducement and a consideration to each holder of any Senior Claim, whether such Senior Claim was created or acquired before or after the issuance of such holder’s claim, to acquire and continue to hold such Senior Claim and such holder of any Senior Claim shall be deemed conclusively to have relied on such subordination provisions in acquiring and continuing to hold such Senior Claim.

(f) The Noteholders of each Series shall have the right to receive, to the extent necessary to make the required payments with respect to the Notes of such Series at the times and in the amounts specified in the related Supplement, (i) the portion of Collections allocable to Noteholders of such Series pursuant to this Indenture and the related Supplement, (ii) funds on deposit in the Senior Restricted Cash Account or the Junior Restricted Cash Account, as applicable, and in accordance with the terms of this Indenture and the related Supplement and (iii) funds on deposit in any Series Account for such Series. Each Noteholder, by acceptance of its Notes, (x) acknowledges and agrees that except as expressly provided herein and in a Supplement, the Noteholders of a Series shall not have any interest in any Series Account for the benefit of any other Series (to the extent amounts were deposited therein in accordance with the Related Documents), and (y) ratifies and confirms the terms of this Indenture and the Related Documents executed in connection with such Noteholder’s Series. With respect to each Collection Period, Collections on deposit in the Collections Account will be allocated to each Series then Outstanding in accordance with Section 3.13 hereof and the related Supplements.

(b) Subject to Sections 12.01(c) and 12.02, WEST at any time may terminate (i) all its obligations under the Notes or any Class or Series of Notes and this Indenture (the “legal defeasance” option) or (ii) its obligations under Sections 5.02, 5.03, 5.04 and 4.01 (other than with respect to a failure to comply with Sections 4.01(a), 4.01(b), 4.01(c), 4.01(f) (only with respect to WEST) and 4.01(g) (only with respect to WEST)) (the “covenant defeasance” option). WEST may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option.

(c) Notwithstanding clauses (a) and (b) above, WEST’s obligations in Sections 2.01, 2.02, 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 5.02(j), Article VI, Sections 8.01, 12.04, 12.05 and 12.06 shall survive until all the Notes have been paid in full. Thereafter, WEST’s obligations in Sections 8.01, 11.04, 11.05 and 13.07 shall survive.

(a) WEST irrevocably deposits in trust in the Redemption/Defeasance Account any one or any combination of (A) money, (B) obligations of, and supported by the full

faith and credit of, the U.S. Government (“U.S. Government Obligations”) or (C) obligations of corporate issuers (“Corporate Obligations”) (provided that any such Corporate Obligations are rated AA+, or the equivalent, or higher, by the Rating Agencies at such time and shall not have a maturity of longer than three (3) years from the date of defeasance) for the payment of all principal, premium, if any, and interest (i) on the Notes or any class or Series of Notes being defeased, in the case of legal defeasance, or (ii) on all of the Notes in the case of covenant defeasance, in either case, to maturity or redemption, as the case may be;

(b) WEST delivers to the Indenture Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal and interest when due and without reinvestment on the deposited U.S. Government Obligations or the Corporate Obligations plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay principal and interest when due (i) on the Notes or any class or Series of Notes being defeased, in the case of legal defeasance, or (ii) on all of the Notes in the case of covenant defeasance, in either case, to maturity or redemption, as the case may be;

(c) 91 days pass after the deposit described in clause (1) above is made and during the 91-day period no Event of Default specified in Section 4.01(f) or (g) with respect to WEST occurs which is continuing at the end of the period;

(d) the deposit described in clause (a) above does not constitute a default under any other agreement binding on WEST;

(e) WEST delivers to the Indenture Trustee an Opinion of Counsel to the effect that the trust resulting from the deposit described in clause (a) does not constitute, or is qualified as, a regulated investment company under the Investment Company Act of 1940, as amended;

(f) in the case of the legal defeasance option, WEST shall have delivered to the Indenture Trustee an Opinion of Counsel stating that (i) WEST has received from, or there has been published by, the U.S. Internal Revenue Service a ruling, or (ii) since the date of this Indenture there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such opinion of counsel shall confirm that, the Noteholders will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such legal defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such legal defeasance had not occurred;

(g) in the case of the covenant defeasance option, WEST shall have delivered to the Indenture Trustee an Opinion of Counsel to the effect that the Noteholders will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such covenant defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred;

(h) if the related Notes are then listed on any securities exchange, WEST delivers to the Indenture Trustee an Opinion of Counsel to the effect that such deposit, defeasance and discharge will not cause such Notes to be delisted;

(i) WEST has obtained a Rating Agency Confirmation relating to the defeasance contemplated by this Section 12.02; and

(j) WEST delivers to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Notes as contemplated by this Article XII have been complied with.

(b) For the purpose of or pending the discharge of any of the moneys and liabilities hereby secured the Administrative Agent and the Servicer may convert any moneys received, recovered or realized by the Administrative Agent or the Servicer, as the case may be, under this Indenture (including the proceeds of any previous conversion under this Section 13.06) from their existing currency of denomination into the currency of denomination (if different) of such moneys and liabilities and any conversion from one currency to another for the purposes of any of the foregoing shall be made at the Indenture Trustee’s then prevailing spot selling rate at its office by which such conversion is made. If not otherwise required to be applied in the Received Currency, the Administrative Agent or the Servicer, as the case may be, acting on behalf of the Security Trustee, shall promptly convert any moneys in such Received Currency other than Dollars into Dollars. Each previous reference in this section to a currency extends to funds of that currency and funds of one currency may be converted into different funds of the same currency.

(b) The submission to the jurisdiction of the courts referred to in Section 13.09(a) shall not (and shall not be construed so as to) limit the right of the Indenture Trustee to take proceedings against WEST in any other court of competent jurisdiction nor shall the taking of proceedings in any one or more jurisdictions preclude the taking of proceedings in any other jurisdiction, whether concurrently or not.

(c) Each of the parties hereto hereby consents generally in respect of any legal action or proceeding arising out of or in connection with this Indenture to the giving of any relief or the issue of any process in connection with such action or proceeding, including the making, enforcement or execution against any property whatsoever (irrespective of its use or intended use) of any order or judgment which may be made or given in such action or proceeding.

(a) Interest on Series A2 Notes. Interest shall accrue (i) at the Series A2 Stated Rate on the Outstanding Principal Balance of each Series A2 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 A2 Stated Rate and the Series A2 Conversion Step-Up Rate on the Outstanding Principal Balance of each Series A2 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 A2 Stated Interest Amount and the Series A2 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 A2 Stated Interest Amount and the Series A2 Conversion Step-Up Interest Amount shall be due and payable on the earlier to occur of (i) the date on which the Series A2 Notes have been accelerated in accordance with the provisions of Section 4.02 of the Indenture and (ii) the Series A2 Final Maturity Date. On each Reference Date, the Indenture Trustee shall promptly deliver a written notice to the Series A2 Noteholders specifying the Series A2 Stated Rate for the related Interest Accrual Period.

(b) Commitment Fee on Series A2 Notes. The Series A2 Commitment Fee shall accrue at the Series A2 Commitment Fee Rate on the Unused Commitment of the Series A2 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 A2 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 A2 Stated Interest Amount, Series A2 Conversion Step-Up Interest Amount or Series A2 Commitment Fee

on any Series A2 Note when due, (ii) any Series A2 Increased Costs or (iii) any other amount becoming due under this Supplement (other than payments of principal on the Series A2 Notes), WEST shall, from time to time, pay Series A2 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 A2 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 A2 Additional Interest shall be due and payable on the earlier to occur of (i) the date on the Series A2 Notes have been accelerated in accordance with the provisions of Section 4.02 of the Indenture and (ii) the Series A2 Final Maturity Date.

(d) Maximum Interest Rate. In no event shall the interest charged with respect to a Series A2 Note exceed the maximum amount permitted by Applicable Law. If at any time the Series A2 Interest Amount charged with respect to the Series A2 Notes exceeds the maximum rate permitted by Applicable Law, the rate of interest to accrue pursuant to this Supplement and such Series A2 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 A2 Note below the maximum amount permitted by Applicable Law until the total amount of interest accrued on such Series A2 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 A2 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 A2 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 A2 Interest Amount, and (b) the amount of interest accrued in accordance with the other provisions of this Supplement.

(a) Power and Authority. WEST has the power and is duly authorized to execute and deliver this Supplement and the other Series A2 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 A2 Transaction Documents. The execution, delivery and performance by WEST of this Supplement and the other Series A2 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 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 A2 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.

(a) Issuance of Series of Additional Notes. Each Series of Additional Notes issued by WEST while the Series A2 Notes are outstanding, (A) shall be amortized on a level basis over a period of not less than thirteen (13) years for Scheduled Principal Payment Amounts on any Series A Notes, fifteen (15) years for Scheduled Principal Payment Amounts on any Series B Notes and twenty (20) years for Minimum Principal Payment Amounts 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 Minimum Principal Payment Amounts and Scheduled Principal Payment Amounts during the period of such remaining weighted average life that are more than the Minimum Principal Payment Amounts and Scheduled Principal Payment Amounts that would be payable under the level amortization described in clause (A).

(b) Monitoring Services. The Administrative Agent shall monitor the performance of the other Service Providers and report on such performance to the Controlling Trustees on a quarterly basis, including:

(h) Investment Directions Upon written instructions from WEST, the Administrative Agent shall provide the directions to the Indenture Trustee to invest the funds on deposit in the Accounts in Permitted Investments as contemplated by Section 3.01(d) of the Indenture.

(i) UCC financing statements evidencing the termination of the security interest of any Person other than the Security Trustee with respect to any of the Initial Engines (or Engine Interests) indirectly owned by WEST Funding on the Initial Closing Date and Engine Assets relating to such Initial Engines; and

(ii) Evidence of recordation of a release of the Prior Mortgages relating to the Initial Engines indirectly owned by WEST Funding on the Initial Closing Date, filed with the FAA.

(i) UCC financing statements evidencing the termination of the security interest of any Person other than the Security Trustee with respect to such Remaining Engine or Engine Interest in the related Engine Trust and the related Engine Assets; and

(ii) Evidence of recordation of a release of the Prior Mortgages relating to such Remaining Engine, filed with the FAA.

(ii) No representation or warranty of the Seller in this Agreement, nor any statement, disclosure exhibit or schedule, or certificate furnished or to be furnished to WEST pursuant to this Agreement, or in connection with the transactions contemplated by this Agreement, contains or will contain any untrue statement of a material fact, or omits or will omit to state a material fact necessary to make the statements contained herein or therein, in the light of the circumstances under which they were made, not misleading.

(i) the breach or inaccuracy of any representation or warranty made by the Seller contained in any Transfer Document;

(ii) the breach of any covenant or agreement by the Seller contained in the Transfer Documents;

(iii) Liabilities of WEST Funding and the Engine Trusts, whether arising before or after the Initial Closing Date or any Delivery Date, as applicable, arising from or relating to the ownership or actions or inactions of WEST Funding and the Engine Trusts or the conduct of their respective businesses prior to the Initial Closing Date or the applicable Delivery Date;

(iv) any and all Losses suffered or incurred by WEST, WEST Funding or the Engine Trusts by reason of or in connection with any claim or cause of action of any third party to the extent arising out of any action, inaction, event, condition, liability or obligation of the Seller occurring or existing prior to the Initial Closing Date or the applicable Delivery Date; or

(v) any liability for Taxes, including any liability arising with respect to any and all Taxes of any member of a consolidated, combined or unitary group at which WEST Funding or any of the Engine Trusts is or was a member, by reason of the liability of WEST Funding or any Engine Trust pursuant to Treas. Reg. § 1.1502-6 or analogous or similar state, local or foreign laws or regulation with respect to any period or portion thereof ending on or prior to the Initial Closing Date or the applicable Delivery Date.

(i) the breach of any representation or warranty made by WEST or WEST Funding contained in the Transfer Documents;

(ii) the breach of any covenant or agreement by WEST or WEST Funding contained in the Transfer Documents;

(iii) Liabilities of WEST Funding or the Engine Trusts arising from or relating to the ownership or actions or inactions of WEST Funding or the Engine Trusts or the conduct of their respective businesses after the Initial Closing Date or the applicable Delivery Date until the second anniversary of such date; or

(iv) any and all Losses suffered or incurred by the Seller by reason of or in connection with any claim or cause of action of any third party to the extent arising out of any action, inaction, event, condition, liability or obligation of WEST or WEST Funding or the Engine Trusts occurring or existing after the Initial Closing Date or the applicable Delivery Date until the second anniversary of such date.

(i) the representations and warranties of WEST in this Agreement and the Series A2 Supplement are accurate in all material respects as of the Initial Closing Date; and

(ii) WEST has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or before the Initial Closing Date.

(i) the representations and warranties of Willis in this Agreement and in the other Related Documents to which Willis is a party are accurate in all material respects as of the Initial Closing Date; and

(ii) Willis has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or before the Initial Closing Date.

(i) with respect to Willis a good standing certificate from the Secretary of State of the State of Delaware, dated not earlier than ten days before the Closing Date,

(ii) with respect to WEST a good standing certificate from the Secretary of State of the State of Delaware, dated not earlier than ten days before the Closing Date, and

(iii) with respect to WEST Funding, a good standing certificate from the Secretary of State of Delaware, dated not earlier than ten days before the Closing Date.

(i) each individual who, as an officer or representative of Willis, signed this Agreement, any Related Document or any other document or certificate delivered on or before the Initial Closing Date in connection with the transactions contemplated in this Agreement or in the Related Documents was at the respective times of such signing and delivery, and is as of the Initial Closing Date, duly elected or appointed, qualified, and acting as such officer or representative, and the signature of the individual appearing on the documents and certificates is the officer’s genuine signature; and

(ii) no event (including any act or omission on the part of Willis) has occurred since the date of the good standing certificate referred to in paragraph (c) above that has affected the good standing of Willis under the laws of the State of Delaware.

(iii) attached to such certificate are accurate copies of the organizational documents of Willis, as in effect on the Initial Closing Date, and of the resolutions of Willis and any required consent relating to the transactions contemplated in this Agreement and the Related Documents.

(i) each individual who, as a Controlling Trustee or other representative of WEST, signed this Agreement, any Related Document, or any other document or certificate delivered on or before the Initial Closing Date in connection with the transactions contemplated in this Agreement or in the Related Documents, was at the respective times of such signing and delivery, and is as of the Initial Closing Date, duly elected or appointed, qualified, and acting as such Controlling Trustee or representative, and the signature of the individual appearing on the documents and certificates is such Controlling Trustee’s genuine signature; and

(ii) no event (including any act or omission on the part of WEST) has occurred since the date of the good standing certificate referred to in paragraph (c) above that has affected the good standing of WEST under the laws of the State of Delaware.

(iii) attached to such certificate are accurate copies of the trust agreement of WEST, as in effect on the Initial Closing Date, and of the resolutions of WEST, and of any required consent relating to the transactions contemplated in this Agreement and the Related Documents.

(i) each individual who, as an officer or representative of WEST Funding, signed any Related Document or any other document or certificate delivered on or before the Initial Closing Date in connection with the transactions contemplated in the Related Documents, was at the respective times of such signing and delivery, and is as of the Initial Closing Date, duly elected or appointed, qualified, and acting as such officer or

representative, and the signature of the individual appearing on the documents and certificates is the officer’s genuine signature; and

(ii) no event (including any act or omission on the part of WEST Funding) has occurred since the date of the good standing certificate referred to in paragraph (c) above that has affected the good standing of WEST Funding under the laws of its chartering jurisdiction, and

(iii) attached to such certificate are accurate copies of the relevant organizational documents of WEST Funding, as in effect on the Initial Closing Date, and of the resolutions of WEST Funding, and of any required consent relating to the transactions contemplated in the Related Documents.

(i) the representations and warranties of WEST contained in this Agreement are true and correct on and as of the Funding Date, as though made on and as of such date;

(ii) the conditions described in clauses (a), (b) and (c) are satisfied; and

(iii) no Default or Event of Default has occurred or is continuing;

(i) the approvals by the Controlling Trustees required by Section 5.03(b) have been obtained;

(ii) the Funding Date Engine satisfies the requirements in the definition of an “Engine” in the Indenture, and the purchase price for the Funding Date Engine satisfies the requirements of Section 5.03(b) of the Indenture;

(iii) no Event of Loss has occurred with respect to the Funding Date Engine and that no other damage has occurred with respect to the Funding Date Engine that would materially adversely affect the value of the Funding Date Engine;

(iv) the Mortgage with respect to each Funding Date Engine has been duly registered with the FAA, and such other filings and actions as the Indenture Trustee reasonably deems necessary have been made and taken to establish the priority and perfection of the Lien of the Security Trustee in each Funding Date Engine and the other Collateral;

(v) the Lien created by each Mortgage constitutes a first priority security interest in the applicable Funding Date Engine and any other Collateral (including the Accounts) owned by WEST free and clear of liens (other than Permitted Liens), and any Prior Financing in respect of any Funding Date Engine has been fully paid and satisfied and any Liens created in connection with such Prior Financing have been released and discharged on all applicable public records, or the Indenture Trustee has received such evidence of the release and discharge of such Liens or the obligation of the lender under such Prior Financing to release and discharge such Liens as shall be acceptable to the Indenture Trustee;

(vi) all necessary fees and Taxes relating to such filings and registration have been paid;

(vii) if applicable, UCC financing statements and other appropriate financing statements (including one or more financing statements to be filed with respect to the Lease for each Funding Date Engine) or notices and consents, duly executed by WEST or the Buyer or other appropriate Person, and duly filed with the appropriate offices or registers as designated by the Indenture Trustee, and WEST and the Buyer shall have done such other acts requested by the Lender to perfect the security interest or charge in any Collateral covered by any Document (including the Accounts);

(viii) after the inclusion of the Funding Date Engines, (i) the percentage of Off-Production Engines in the Portfolio (measured by Adjusted Borrowing Value) does not exceed * until the fourth anniversary of the Closing Date and * thereafter, and (ii) the Administrative Agent shall have provided a schedule showing the total amounts of the Initial Borrowing Values of the Funding Date Engines and the Adjusted Borrowing Values of all other Engines within each Concentration Limit category and of Off-Production Engines as a percentage of the Aggregate Adjusted Borrowing Value of the Portfolio;

(ix) the making of the Loan or Loans will not result in a Senior Borrowing Base Deficiency, Junior Borrowing Base Deficiency or Maximum Borrowing Base Deficiency, and the Administrative Agent shall have provided a schedule showing the total amounts of the Initial Borrowing Values of the Funding Date Engines and the Adjusted Borrowing Values of all other Engines in relation to the Series A Notes Balances, Series B Notes Balances and Aggregate Note Balances after all Loans are made on the Funding Date and certifying that (A) the Series A Note Outstanding principal balance (after giving effect to the proposed Loans on such Funding Date) will not exceed the Senior Borrowing Base (calculated after giving effect to the acquisition of such Engine) and (B) the Series B Note Outstanding principal balance (after giving effect to the proposed Loans on such Funding Date) will not exceed the Junior Borrowing Base and complies with the requirements therefor set forth in the Indenture and the Series A2 Supplement;

(x) an invoice, contract or other written document evidencing the amount of the Purchase Price of each Funding Date Engine; a copy of the Appraisals for each Funding Date Engine, dated not more than six (6) months prior to the Funding Date and,

(xi) if the Seller is an Affiliate of WEST, evidence of the book value of the Funding Date Engine in the hands of the Seller, and the Administrative Agent shall have delivered to the Indenture Trustee, the Servicer and the Series A2 Noteholders a certificate as to the Initial Appraised Value and Initial Borrowing Value of each Funding Date Engine; and

(xii) all conditions precedent under the Asset Transfer Agreement, with respect to the Third Remaining Engine, or the applicable Acquisition Agreement, with respect to any Additional Engine, shall have been satisfied or waived by the relevant parties;

(i) the representations and warranties of WEST in this Agreement and the Series B2 Supplement are accurate in all material respects as of the Initial Closing Date; and

(ii) WEST has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or before the Initial Closing Date.

(i) the representations and warranties of Willis in this Agreement and in the other Related Documents to which Willis is a party are accurate in all material respects as of the Initial Closing Date; and

(ii) Willis has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or before the Initial Closing Date.

(i) with respect to Willis a good standing certificate from the Secretary of State of the State of Delaware, dated not earlier than ten days before the Closing Date,

(ii) with respect to WEST a good standing certificate from the Secretary of State of the State of Delaware, dated not earlier than ten days before the Closing Date, and

(iii) with respect to WEST Funding, a good standing certificate from the Secretary of State of Delaware, dated not earlier than ten days before the Closing Date.

(i) each individual who, as an officer or representative of Willis, signed this Agreement, any Related Document or any other document or certificate delivered on or before the Initial Closing Date in connection with the transactions contemplated in this Agreement or in the Related Documents was at the respective times of such signing and

delivery, and is as of the Initial Closing Date, duly elected or appointed, qualified, and acting as such officer or representative, and the signature of the individual appearing on the documents and certificates is the officer’s genuine signature; and

(ii) no event (including any act or omission on the part of Willis) has occurred since the date of the good standing certificate referred to in paragraph (c) above that has affected the good standing of Willis under the laws of the State of Delaware.

(iii) attached to such certificate are accurate copies of the organizational documents of Willis, as in effect on the Initial Closing Date, and of the resolutions of Willis and any required consent relating to the transactions contemplated in this Agreement and the Related Documents.

(i) each individual who, as a Controlling Trustee or other representative of WEST, signed this Agreement, any Related Document, or any other document or certificate delivered on or before the Initial Closing Date in connection with the transactions contemplated in this Agreement or in the Related Documents, was at the respective times of such signing and delivery, and is as of the Initial Closing Date, duly elected or appointed, qualified, and acting as such Controlling Trustee or representative, and the signature of the individual appearing on the documents and certificates is such Controlling Trustee’s genuine signature; and

(ii) no event (including any act or omission on the part of WEST) has occurred since the date of the good standing certificate referred to in paragraph (c) above that has affected the good standing of WEST under the laws of the State of Delaware.

(iii) attached to such certificate are accurate copies of the trust agreement of WEST, as in effect on the Initial Closing Date, and of the resolutions of WEST, and of any required consent relating to the transactions contemplated in this Agreement and the Related Documents.

(i) each individual who, as an officer or representative of WEST Funding, signed any Related Document or any other document or certificate delivered on or before the Initial Closing Date in connection with the transactions contemplated in the Related Documents, was at the respective times of such signing and delivery, and is as of the Initial Closing Date, duly elected or appointed, qualified, and acting as such officer or representative, and the signature of the individual appearing on the documents and certificates is the officer’s genuine signature; and

(ii) no event (including any act or omission on the part of WEST Funding) has occurred since the date of the good standing certificate referred to in

paragraph (c) above that has affected the good standing of WEST Funding under the laws of its chartering jurisdiction, and

(iii) attached to such certificate are accurate copies of the relevant organizational documents of WEST Funding, as in effect on the Initial Closing Date, and of the resolutions of WEST Funding, and of any required consent relating to the transactions contemplated in the Related Documents.

(i) the representations and warranties of WEST contained in this Agreement are true and correct on and as of the Funding Date, as though made on and as of such date;

(ii) the conditions described in clauses (a), (b) and (c) are satisfied; and

(iii) no Default or Event of Default has occurred or is continuing;

(i) the approvals by the Controlling Trustees required by Section 5.03(b) have been obtained;

(ii) the Funding Date Engine satisfies the requirements in the definition of an “Engine” in the Indenture, and the purchase price for the Funding Date Engine satisfies the requirements of Section 5.03(b) of the Indenture;

(iii) no Event of Loss has occurred with respect to the Funding Date Engine and that no other damage has occurred with respect to the Funding Date Engine that would materially adversely affect the value of the Funding Date Engine;

(iv) the Mortgage with respect to each Funding Date Engine has been duly registered with the FAA, and such other filings and actions as the Indenture Trustee reasonably deems necessary have been made and taken to establish the priority and perfection of the Lien of the Security Trustee in each Funding Date Engine and the other Collateral;

(v) the Lien created by each Mortgage constitutes a first priority security interest in the applicable Funding Date Engine and any other Collateral (including the Accounts) owned by WEST free and clear of liens (other than Permitted Liens), and any Prior Financing in respect of any Funding Date Engine has been fully paid and satisfied and any Liens created in connection with such Prior Financing have been released and discharged on all applicable public records, or the Indenture Trustee has received such

evidence of the release and discharge of such Liens or the obligation of the lender under such Prior Financing to release and discharge such Liens as shall be acceptable to the Indenture Trustee;

(vi) all necessary fees and Taxes relating to such filings and registration have been paid;

(vii) if applicable, UCC financing statements and other appropriate financing statements (including one or more financing statements to be filed with respect to the Lease for each Funding Date Engine) or notices and consents, duly executed by WEST or the Buyer or other appropriate Person, and duly filed with the appropriate offices or registers as designated by the Indenture Trustee, and WEST and the Buyer shall have done such other acts requested by the Lender to perfect the security interest or charge in any Collateral covered by any Document (including the Accounts);

(viii) after the inclusion of the Funding Date Engines, (i) the percentage of Off-Production Engines in the Portfolio (measured by Adjusted Borrowing Value) does not exceed * until the fourth anniversary of the Closing Date and * thereafter, and (ii) the Administrative Agent shall have provided a schedule showing the total amounts of the Initial Borrowing Values of the Funding Date Engines and the Adjusted Borrowing Values of all other Engines within each Concentration Limit category and of Off-Production Engines as a percentage of the Aggregate Adjusted Borrowing Value of the Portfolio;

(ix) the making of the Loan or Loans will not result in a Senior Borrowing Base Deficiency, Junior Borrowing Base Deficiency or Maximum Borrowing Base Deficiency, and the Administrative Agent shall have provided a schedule showing the total amounts of the Initial Borrowing Values of the Funding Date Engines and the Adjusted Borrowing Values of all other Engines in relation to the Series A Notes Balances, Series B Notes Balances and Aggregate Note Balances after all Loans are made on the Funding Date and certifying that (A) the Series A Note Outstanding principal balance (after giving effect to the proposed Loans on such Funding Date) will not exceed the Senior Borrowing Base (calculated after giving effect to the acquisition of such Engine) and (B) the Series B Note Outstanding principal balance (after giving effect to the proposed Loans on such Funding Date) will not exceed the Junior Borrowing Base and complies with the requirements therefor set forth in the Indenture and the Series B2 Supplement;

(x) an invoice, contract or other written document evidencing the amount of the Purchase Price of each Funding Date Engine; a copy of the Appraisals for each Funding Date Engine, dated not more than six (6) months prior to the Funding Date and, if the Seller is an Affiliate of WEST, evidence of the book value of the Funding Date Engine in the hands of the Seller, and the Administrative Agent shall have delivered to the Indenture Trustee, the Servicer and the Series B2 Noteholders a certificate as to the Initial Appraised Value and Initial Borrowing Value of each Funding Date Engine; and

(xi) all conditions precedent under the Asset Transfer Agreement, with respect to the Third Remaining Engine, or the applicable Acquisition Agreement, with respect to any Additional Engine, shall have been satisfied or waived by the relevant parties;

(i) Each Series of Notes sold in reliance on Rule 144A shall be represented by a single permanent global note in fully registered form, without coupons (each, a “144A Book-Entry Note”), which will be deposited with DTC or its custodian, the Indenture Trustee or an agent of the Indenture Trustee and registered in the name of Cede as nominee of DTC.

(ii) Each Series of Notes offered and sold outside of the United States in reliance on Regulation S shall be represented by a Regulation S Temporary Book-Entry Note, which will be deposited with the Indenture Trustee or an agent of the Indenture Trustee as custodian for and registered in the name of Cede, as nominee of DTC. Beneficial interests in each Regulation S Temporary Book-Entry Note may be held only through Euroclear or Clearstream; provided, however, that such interests may be exchanged for interests in a 144A Book-Entry Note or a Definitive Note in accordance with the certification requirements described in Section 2.07 hereof. Each Unrestricted Book-Entry Note will be deposited with the Indenture Trustee and registered in the name of Cede as nominee of DTC.

(iii) A beneficial owner of an interest in a Regulation S Temporary Book-Entry Note may receive payments in respect of its Notes on Regulation S Temporary Book-Entry Notes only after delivery to Euroclear or Clearstream, as the case may be, of a written certification substantially in the form set forth in Exhibit C-1 to this Indenture, and upon delivery by Euroclear or Clearstream, as the case may be, to the Indenture Trustee and Note Registrar of a certification or certifications substantially in the form set forth in Exhibit C-2 to this Indenture. The delivery by a beneficial owner of the certification referred to above shall constitute its irrevocable instruction to Euroclear or Clearstream, as the case may be, to arrange for the exchange of the beneficial owner’s interest in the Regulation S Temporary Book-Entry Note for a beneficial interest in the Unrestricted Book-Entry Note after the Exchange Date in accordance with the paragraph below.

(iv) Not earlier than the Exchange Date, interests in each Regulation S Temporary Book-Entry Note will be exchangeable for interest in the related permanent global note (an “Unrestricted Book-Entry Note”). After (1) the Exchange Date and (2) receipt by the Indenture Trustee and Note Registrar of written instructions from Euroclear or Clearstream, as the case may be, directing the Indenture Trustee and Note Registrar to credit or cause to be credited to either Euroclear’s or Clearstream’s, as the case may be, depositary account a beneficial interest in the Unrestricted Book-Entry Note in a principal amount not greater than that of the beneficial interest in the Regulation S Temporary Book-Entry Note, the Indenture Trustee and Note Registrar shall instruct DTC to reduce the principal amount of the Regulation S Temporary Book-Entry Note and increase the principal amount of the Unrestricted Book-Entry Note, by the principal amount of the

beneficial interest in the Regulation S Temporary Book-Entry Note to be so transferred, and to credit or cause to be credited to the account of a Direct Participant a beneficial interest in the Unrestricted Book-Entry Note having a principal amount equal to the reduction in the principal amount of the Regulation S Temporary Book-Entry Note.

(v) Upon the exchange of the entire principal amount of the Regulation S Temporary Book-Entry Note for beneficial interests in the Unrestricted Book-Entry Note, the Indenture Trustee shall cancel the Regulation S Temporary Book-Entry Note in accordance with the Indenture Trustee’s policies in effect from time to time.

(vi) No interest in the Regulation S Book-Entry Notes may be held by or transferred to a United States Person except for exchanges for a beneficial interest in a 144A Book-Entry Note or a Definitive Note as described below.

(i) The Note Registrar shall register the transfer of any Note, whether or not such Note bears the Private Placement Legend, if the proposed transferee has delivered to the Note Registrar (A) a certificate substantially in the form of Exhibit D hereto and (B) an Opinion of Counsel acceptable to WEST that such transfer is in compliance with the Securities Act.

(ii) If the proposed transferor is a Direct Participant holding a beneficial interest in the 144A Book-Entry Note, upon receipt by the Note Registrar of (x) the documents, if any, required by paragraph (i) and (y) instructions given in accordance with the DTC’s and the Note Registrar’s procedures, the Note Registrar shall reflect on its books and records the date and a decrease in the principal amount of the 144A Book-Entry Note in an amount equal to the principal amount of the beneficial interest in the 144A Book-Entry Note to be transferred, and WEST shall execute, and the Indenture Trustee shall authenticate and deliver, one or more Definitive Notes of like tenor and amount.

(i) If the Note to be transferred consists of (x) Definitive Notes, the Note Registrar shall register the transfer if such transfer is being made by a proposed transferor who has checked the box provided for on the form of Note stating, or has otherwise advised WEST and the Note Registrar in writing, that the sale has been made in compliance with the provisions of Rule 144A to a transferee who has signed the certification provided for on the form of Note stating, or has otherwise advised WEST and the Note Registrar in writing, that it is purchasing the Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account are QIBs within the meaning of Rule 144A, are aware that the sale to it is

being made in reliance on Rule 144A and acknowledge that they have received such information regarding WEST as they have requested pursuant to Rule 144A or have determined not to request such information and that they are aware that the transferor is relying upon their foregoing representations in order to claim the exemption from registration provided by Rule 144A or (y) an interest in a 144A Book-Entry Note, the transfer of such interest may be effected only through the book-entry system maintained by the DTC.

(ii) If the proposed transferee is a Direct Participant, and the Note to be transferred is a Definitive Note, upon receipt by the Note Registrar of the documents referred to in clause (i) and instructions given in accordance with the DTC’s and the Note Registrar’s procedures, the Note Registrar shall reflect on its books and records the date and an increase in the principal amount at maturity of the 144A Book-Entry Note in an amount equal to the principal amount at maturity of the Definitive Note to be transferred, and the Indenture Trustee shall cancel the Definitive Note so transferred.

(i) The Note Registrar shall register the transfer of any interest in a Regulation S Temporary Book-Entry Note (x) if the proposed transferee is a Non-U.S. Person and the proposed transferor has delivered to the Note Registrar a certificate substantially in the form of Exhibit C-7 hereto or (y) if the proposed transferee is a QIB and the proposed transferor has checked the box provided for on the form of Note stating, or has otherwise advised WEST and the Note Registrar in writing, that the sale has been made in compliance with the provisions of Rule 144A to a transferee who has signed the certification provided for on the form of Note stating, or has otherwise advised WEST and the Note Registrar in writing, that it is purchasing the Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account are QIBs within the meaning of Rule 144A, are aware that the sale to them is being made in reliance on Rule 144A and acknowledge that they have received such information regarding WEST as they have requested pursuant to Rule 144A or have determined not to request such information and that they are aware that the transferor is relying upon their foregoing representations in order to claim the exemption from registration provided by Rule 144A.

(ii) If the proposed transferee is a Direct Participant that provides the documents referred to in clause (i)(y) above, upon receipt by the Note Registrar of such documents and instructions given in accordance with the DTC’s and the Note Registrar’s procedures, the Note Registrar shall reflect on its books and records the date and an increase in the principal amount of the 144A Book-Entry Note of the relevant Series, in an amount equal to the principal amount of the Regulation S Temporary Book-Entry Note of such Series to be transferred, and the Indenture Trustee shall decrease the amount of the Regulation S Temporary Book-Entry Note of such Series.

(i) Prior to the applicable Exchange Date, the Note Registrar shall register any proposed transfer of a Regulation S Temporary Book-Entry Note to a Non-U.S. Person upon receipt of a certificate substantially in the form of Exhibit C-7 hereto from the proposed transferor.

(ii) On and after the applicable Exchange Date, the Note Registrar shall register any proposed transfer of a Note to any Non-U.S. Person if the Note to be transferred is a Definitive Note or an interest in a 144A Book-Entry Note, upon receipt of a certificate substantially in the form of Exhibit C-7 from the proposed transferor.

(iii) (a) If the proposed transferor is a Direct Participant holding a beneficial interest in an Unrestricted Book-Entry Note, upon receipt by the Note Registrar of (x) the documents, if any, required by paragraph (ii) and (y) instructions in accordance with the DTC’s and the Note Registrar’s procedures, the Note Registrar shall reflect on its books and records the date and a decrease in the principal amount of a 144A Book-Entry Note in an amount equal to the principal amount of the beneficial interest in such 144A Book-Entry Note to be transferred, and (b) if the proposed transferee is a Direct Participant, upon receipt by the Note Registrar of instructions given in accordance with the DTC’s and the Note Registrar’s procedures, the Note Registrar shall reflect on its books and records the date and an increase in the principal amount of the Unrestricted Book-Entry Note of the relevant Series in an amount equal to the principal amount of the beneficial interest in such 144A Book-Entry Note or any Definitive Notes issued in exchange for such interest in such 144A Book-Entry Note to be transferred, and the Indenture Trustee shall cancel the Definitive Note, if any, so transferred or decrease the amount of the 144A Book-Entry Note.

(i) the Permitted Investments shall have maturities and other terms such that sufficient funds shall be available to make required payments pursuant to this Indenture on the Business Day immediately preceding the first Payment Date after which such investment is made, in the case of investments of funds on deposit in the Collections Account; and

(ii) if any funds to be invested are not received in the Accounts by 1:00 p.m., New York City time, on any Business Day, such funds shall, if possible, be invested in overnight Permitted Investments.

(i) (A) the Balances in the Collections Account, the Expense Account, the Engine Reserve Account, the Senior Restricted Cash Account, the Junior Restricted Cash Account, each Interest Reserve Account, the Maintenance Reserve Account, the Security Deposit Account, the Engine Acquisition Account and the Engine Replacement Account on such Determination Date, and (B) the amount of investment earnings (net of losses and investment expenses), if any, on investments of funds on deposit therein during such Collection Period;

(ii) (A) the Required Expense Amount for such Payment Date and (B) the excess, if any, of the Required Expense Reserve for such Payment Date over the Balance in the Expense Account after payment of all Operating Expenses on such Payment Date (the “Required Expense Deposit”);

(iii) the Available Collections Amount for such Payment Date, net of the amounts described in Section 4.02(c)(i) if an Event of Default has occurred and is continuing on such Payment Date;

(iv) the Senior Borrowing Base and the Junior Borrowing Base as of such Payment Date;

(v) the amount, if any (the “Engine Reserve Deposit”), by which the Engine Reserve Amount for such Determination Date exceeds the Balance in the Engine Reserve Account as of such Determination Date;

(vi) all other amounts required to be reported in the Monthly Report and not included on the Payment Date Schedule to be provided pursuant to Section 3.12(e); and

(vii) any other information, determinations and calculations reasonably required in order to give effect to the terms of this Indenture and the Related Documents, including the preparation of the Monthly Report and Annual Report.

provided that, if the Administrative Agent has not received all of the Relevant Information for such Payment Date, the Administrative Agent shall make reasonable assumptions for purposes of the calculations contemplated by this Section 3.12.

(i) the Stated Interest Amount for each Series of Series A Notes;

(ii) the Stated Interest Amount for each Series of Series A Notes;

(iii) the Base Interest Amount for each Series of Series B Notes;

(iv) the Supplemental Interest Amount for each Series of Series B Notes;

(v) the Additional Interest Amount, if any, for each Series of Notes; and

(vi) the Conversion Step-Up Interest Amount, if any, for each Series of Notes.

(i) the Outstanding Principal Balance of each Series of Notes on such Payment Date immediately prior to any principal payment on such date

(ii) the amount, if any, of any Senior Borrowing Base Deficiency, Junior Borrowing Base Deficiency or Maximum Borrowing Base Deficiency as of such Payment Date;

(iii) the amounts of the principal payments, if any, to be made in respect of each Series of Notes on such Payment Date, including:

(iv) the amounts, if any, distributable to WEST on such Payment Date.

(i) the amount, if any, by which the aggregate of the Stated Interest Amounts due in respect of the Series A Notes and Periodic Hedge Payments due to Hedge Counterparties on such Payment Date exceeds the Available Collections Amount for such Payment Date remaining after payment in full of all amounts senior thereto in Section 3.13, allocated pro rata between (x) such Stated Interest Amounts (the amounts allocated to each Series of Series A Notes, a “Stated Interest Shortfall” in respect of such Series) and (y) such Periodic Hedge Payments (as to each Hedge Counterparty, a “Hedge Payment Shortfall”);

(ii) the amount, if any, by which the aggregate of the Base Interest Amounts due in respect of the Series B Notes exceeds the Available Collections Amount for such Payment Date remaining after payment in full of all amounts senior thereto in Section 3.13 (such remainder, a “Base Interest Shortfall”);

(iii) if the aggregate amount of the Stated Interest Shortfalls exceeds the Balance in the Senior Restricted Cash Account and, if applicable, the Balances in Interest Reserve Accounts for the Series A Notes, the Net Stated Interest Shortfall in respect of each Series of Series A Notes;

(iv) if the aggregate amount of the Base Interest Shortfalls exceeds the Balance in the Junior Restricted Cash Account and, if applicable, the Balances in Interest Reserve Accounts for the Series B Notes, the Net Base Interest Shortfall in respect of each Series of Series B Notes;

(v) the amount, if any, of the Minimum Principal Payment Amount payable on each Series of the Series A Notes that is not paid on such Payment Date out of the Available Collections Amount for such Payment Date;

(vi) the amount, if any, of the Scheduled Principal Payment Amount payable on each Series of the Series A Notes that is not paid on such Payment Date out of the Available Collections Amount for such Payment Date;

(vii) the amount, if any, of the Scheduled Principal Payment Amount payable on each Series of the Series B Notes that is not paid on such Payment Date out of the Available Collections Amount for such Payment Date; and

(viii) if such Payment Date is the Final Maturity Date for any Series of Notes, the amount, if any, by which the Outstanding Principal Balance of such Series of Notes exceeds the Available Collections Amount after payment in full of amounts senior thereto in Section 3.13 (such remainder, a “Final Principal Payment Shortfall”).

(i) If on any Payment Date on which the Available Collections Amount is to be distributed pursuant to Section 3.13(a) or (b), the Available Collections Amount is not sufficient to pay in full the Minimum Principal Payment Amounts payable in respect of all Series A Notes for such Payment Date, the Available Collections Amount will be applied to pay the Minimum Principal Payment Amounts to the various Series of Series A Notes in chronological order of priority (after payment in full of all Minimum Principal Payment Amounts calculated for all prior Payment Dates, as described in clause (iv) below)) based on the respective Issuance Dates of such Series of Series A Notes. If two or more Series of the Series A Notes have the same Issuance Date, then the Minimum Principal Payment Amounts for such Series will be allocated among such Series on a pro rata basis, based on such Minimum Principal Payment Amounts.

(ii) If on any Payment Date on which the Available Collections Amount is to be distributed pursuant to Section 3.13(a) or (b), the Available Collections Amount is not sufficient to pay in full the Scheduled Principal Payment Amounts payable in respect of all Series A Notes for such Payment Date, the Available Collections Amount will be applied to pay the Scheduled Principal Payment Amounts to the various Series of Series A Notes in chronological order of priority (after payment in full of all Scheduled Principal Payment Amounts calculated for all prior Payment Dates, as described in clause (v) of this Section 3.14(a)) based on the respective Issuance Dates of such Series of Series A Notes. If two or more Series of the Series A Notes have the same Issuance Date, then the Scheduled Principal Payment Amounts for such Series will be

allocated among such Series on a pro rata basis, based on such Scheduled Principal Payment Amounts.

(iii) If on any Payment Date on which the Available Collections Amount is to be distributed pursuant to Section 3.13(a) or (b), the Available Collections Amount is not sufficient to pay in full the Scheduled Principal Payment Amounts payable in respect of all Series B Notes for such Payment Date, the Available Collections Amount will be applied to pay the Scheduled Principal Payment Amounts to the various Series of Series B Notes in chronological order of priority (after payment in full of all Scheduled Principal Payment Amounts calculated for all prior Payment Dates, as described in clause (v) of this Section 3.14(a))) based on the respective Issuance Dates of such Series of Series B Notes. If two or more Series of the Series B Notes have the same Issuance Date, then the Scheduled Principal Payment Amounts for such Series will be allocated among such Series on a pro rata basis, based on such Scheduled Principal Payment Amounts.

(iv) On each Payment Date on which the Available Collections Amount is to be distributed pursuant to Section 3.13(a) or (b), if there are any Minimum Principal Payment Amounts that were payable in respect of any Series A Notes on prior Payment Dates but that were not paid in full on such Payment Dates, the Available Collections Amount to be applied to pay Minimum Principal Payment Amounts on such Payment Date in accordance with Section 3.13 hereof will be applied first to pay all Minimum Principal Payment Amounts for all Series A Notes payable on each such prior Payment Date in chronological order before being applied to pay the Minimum Principal Payment Amounts on the Series A Notes payable on such Payment Date. The Minimum Principal Payments that were payable on the Series A Notes on each prior Payment Date must be paid in full before the Available Collections Amount will be applied to the payment of any Minimum Principal Payment Amounts on the Series A Notes on any subsequent Payment Date. The portion of the Available Collections Amount applied to the Minimum Principal Payment Amounts on the Series A Notes for each individual Payment Date will be allocated among such Minimum Principal Payment Amounts in accordance with the Series Allocation Rules.

(v) On each Payment Date on which the Available Collections Amount is to be distributed pursuant to Section 3.13(a) or (b), if there are any Scheduled Principal Payment Amounts that were payable in respect of any Series A Notes or Series B Notes on prior Payment Dates but that were not paid in full on such Payment Dates, the Available Collections Amount to be applied to pay Scheduled Principal Payment Amounts on such Payment Date in accordance with Section 3.13 hereof will be applied first to pay all Scheduled Principal Payment Amounts for all Series A Notes or Series B Notes, as applicable, payable on each such prior Payment Date in chronological order before being applied to pay the Scheduled Principal Payment Amounts on the Series A Notes or Series B Notes, respectively, payable on such Payment Date. The Scheduled Principal Payments that were payable on the Series A Notes and Series B Notes, as applicable, on each prior Payment Date must be paid in full before the Available Collections Amount will be applied to the

payment of any Scheduled Principal Payment Amounts on the Series A Notes and Series B Notes, respectively, on any subsequent Payment Date. The portion of the Available Collections Amount applied to the Scheduled Principal Payment Amounts on the Series A Notes and Series B Notes, as applicable, for each individual Payment Date will be allocated among such Scheduled Principal Payment Amounts in accordance with the Series Allocation Rules.

(i) On each Payment Date on which the Available Collections Amount is to be distributed pursuant to Section 3.13(a) or (b), in accordance with the priority of payments set forth in Section 3.13, WEST shall make a payment of the Series A Supplemental Principal Payment Amount then due and owing, first to each Series of Series A Warehouse Notes then Outstanding on a pro rata basis, in proportion to the then Outstanding Principal Balance of each such Series A Warehouse Notes, until the Series A Supplemental Principal Payment Amount has been fully allocated or the Outstanding Principal Balance of all Series A Warehouse Notes have been paid in full, and, second to all other Series A Notes then Outstanding on a pro rata basis, in proportion to the then Outstanding Principal Balance of such Series A Notes.

(ii) On each Payment Date on which the Available Collections Amount is to be distributed pursuant to Section 3.13(a) or (b), in accordance with the priority of payments set forth in Section 3.13, WEST shall make a payment of the Series B Supplemental Principal Payment Amount then due and owing, if any, first to each Series of Series B Warehouse Notes then Outstanding on a pro rata basis, in proportion to the then Outstanding Principal Balance of each such Series B Warehouse Notes, until the Series B Supplemental Principal Payment Amount has been paid in full or the Outstanding Principal Balance of all Junior Warehouse Notes have been paid in full, and second to all other Series B Notes then Outstanding on a pro rata basis, in proportion to the then Outstanding Principal Balance of such Series B Notes.

(i) WEST is, or on the next Payment Date will be, required to make any withholding or deduction under the laws or regulations of any applicable tax authority with respect to any payment on any Series of Notes; or

(ii) WEST is, or will be, subject to any circumstance (whether by reason of any law, regulation, regulatory requirement or double-taxation convention, or the interpretation or application thereof, or otherwise) that has resulted or will result in the imposition of a tax (whether by direct assessment or by withholding at source) or other similar imposition by any jurisdiction which would (A) materially increase the cost to WEST of making payments in respect of any Series of Notes or of complying with its obligations under or in connection with any Series of Notes; (B) materially increase the operating or administrative expenses of WEST; or (C) otherwise obligate any WEST Group Member to make any material payment on, or calculated by reference to, the amount of any sum received or receivable by WEST;

(i) Institute any Proceedings, in its own name and as trustee of an express trust, for the collection of all amounts then due and payable on the Notes of all Series or under this Indenture or the related Supplement with respect thereto, whether by declaration or otherwise, enforce any judgment obtained, and collect from the Collateral and any other assets of WEST any moneys adjudged due;

(ii) Subject to the quiet enjoyment rights of any Lessee of an Engine, direct the Security Trustee to sell, hold or lease the Collateral or any portion thereof or rights or interest therein, at one or more public or private transactions conducted in any manner permitted by law; provided that, the Indenture Trustee shall incur no liability as a result of the sale of the Collateral or any part thereof at any sale pursuant to this Section 4.02 and the Security Trust Agreement conducted in a commercially reasonable manner, and each of WEST and the other WEST Group Members hereby waives any claims against the Indenture Trustee or the Security Trustee arising by reason of the fact that the price at which the Collateral may have been sold at such sale was less than the price that might have been obtained, even if the Indenture Trustee directs the Security Trustee to accept the first offer received and does not require the Security Trustee to offer the Collateral to more than one offeree.

(iii) Direct the Security Trustee to institute any Proceedings from time to time for the complete or partial foreclosure of the Encumbrance created by this Indenture, the Security Trust Agreement and the Engine Mortgages with respect to the Collateral;

(iv) Institute such other appropriate Proceedings to protect and enforce any other rights, whether for the specific enforcement of any covenant or agreement in the Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy;

(v) Direct the Security Trustee to exercise any remedies of a secured party under the Uniform Commercial Code or any Applicable Law and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee or the Noteholders under the Indenture and the Security Trust Agreement; and

(vi) Appoint a receiver or a manager over WEST or its assets.

(i) First, to the payment of all costs and expenses of collection incurred by the Indenture Trustee and the Security Trustee (including the reasonable fees and expenses of any counsel to the Indenture Trustee and the Security Trustee), and all other amounts due the Indenture Trustee and the Security Trustee under this Indenture; and

(ii) Second, as set forth in Section 3.13(c) hereof.

(i) do not at the Closing Date conflict with, or result in a breach of any of the terms or provisions of, or constitute a default under, the constitutional documents of WEST or the constitutional documents of any WEST Group Member or with any existing law, rule or regulation applying to or affecting WEST or any WEST Group Member or any judgment, order or decree of any government, governmental body or court having jurisdiction over WEST or any WEST Group Member; and

(ii) do not at the Closing Date infringe the terms of, or constitute a default under, any deed, indenture, agreement or other instrument or obligation to which WEST or any WEST Group Member is a party or by which any of them or any part of their undertaking, assets, property or revenues are bound.

(i) Indebtedness in respect of any Series of Notes issued in accordance with the terms of this Indenture;

(ii) Unsecured Indebtedness to each Seller of Engines under any Acquisition Agreement and any related lease assignment and assumption agreement and the documents related thereto;

(iii) Indebtedness under currency and interest rate exchange transactions described in Section 5.02(f)(iv), upon such terms and conditions as the Controlling Trustees see fit and within limits and with providers meeting the requirements of this Indenture;

(iv) Indebtedness under intercompany loans or any agreement between WEST or any of the WEST Group Members (each, an “Intercompany Loan”); provided that the Indenture Trustee shall have received a subordination agreement in form and substance satisfactory to the Indenture Trustee, including pursuant to the Security Trust Agreement.

(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;

(iii) financing or refinancing the business activities described in clause (i) of this Section 5.02(f) through 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

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.

(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 any withholding tax payments less favorable to the Noteholders than the amount of any withholding tax payments which would have been required had such Merger Transaction not occurred and such entity is not subject to taxation as a corporation or an association or a publicly traded partnership taxable as a corporation;

(ii) (A) such Merger Transaction has been unanimously approved by the Controlling Trustees and (B) the surviving successor or transferee entity shall

expressly assume all of the obligations of WEST under this Indenture, the Notes and each other Related Document to which WEST is then a party (with, in the case of a transfer only, WEST thereupon being released);

(iii) both before, and immediately after giving effect to such Merger Transaction, no Concentration Violation, Senior Borrowing Base Deficiency, Junior Asset Base Deficiency, Maximum Borrowing Base Deficiency, Event of Default or Early Amortization Event shall have occurred and be continuing;

(iv) each of (A) a Rating Agency Confirmation and (B) the Consent of the Control Party for each Series of Series B Notes has been obtained with respect to such Merger Transaction; and

(v) for U.S. Federal income tax purposes, such Merger Transaction does not result in the recognition of gain or loss by any Noteholder; and

(vi) WEST delivers to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel, in each case stating that such Merger Transaction complies with the above criteria and, if applicable, Section 5.03(a) hereof and that all conditions precedent provided for herein relating to such transaction have been complied with;

(i) any transaction in connection with the establishment of WEST, its acquisition of WEST Funding and the Initial Engines (or related Engine Trusts) or pursuant to the terms of the Related Documents;

(ii) any transaction within and among WEST or any WEST Group Member; provided that no such transaction, other than among WEST and any WEST Group Member, shall be consummated if such transaction would materially adversely affect the Noteholders;

(iii) the payment of reasonable and customary regular fees to, and the provision of reasonable and customary liability insurance in respect of, the Controlling Trustees;

(iv) any payments on or with respect to the Notes or the Beneficial Interest Certificates in accordance with Section 3.13 of this Indenture and the Trust Agreement;

(v) any acquisition of Additional Engines or any Permitted Engine Acquisition complying with Section 5.03(b) hereof;

(vi) any payments of the types referred to in clause (i) or (ii) of Section 5.02(d) hereof and not prohibited thereunder; or

(vii) sale of Engines or any WEST Subsidiary as part of a single transaction providing for the redemption or defeasance of the Notes in accordance with the terms of this Indenture.

(i) the issuances, sale, delivery, transfer or pledge of Stock of any WEST Group Member to or for the benefit of any WEST Group Member;

(ii) issuances or sales of any Additional Certificates the proceeds of which are applied to finance Permitted Engine Acquisitions or to fund Discretionary Engine Modifications, as the case may be;

(iii) issuances or sales of shares of Stock of any foreign WEST Group Member to nationals in the jurisdiction of incorporation or organization of such WEST Subsidiary, as the case may be, to the extent required by Applicable Law or necessary in the determination of the Controlling Trustees to avoid adverse tax consequences or to facilitate the registration or leasing of Engines (any such holder, a “Permitted Holder”);

(iv) the pledge of the Stock in WEST Group Members pursuant to the Security Trust Agreement;

(v) the sale of any Stock of any WEST Group Member in order to effect the sale of all Engines owned by such WEST Group Member in a Permitted Engine Disposition; and

(vi) the issuance of Additional Certificates to the holders of the Beneficial Interest Certificates (or their nominees) to the extent such holders of the Beneficial Interest Certificates provide funds to WEST with which to effect a redemption or discharge of the Notes upon any acceleration of the Notes.

(vii) Notwithstanding the foregoing, no issuance, delivery, sale, transfer or other disposition of any equity interest in WEST or any WEST Group Member will be effective, and any such issuance, delivery, sale transfer or other disposition will be void ab initio, if it would result in WEST or such WEST Group Member being classified as an

association (or a publicly traded partnership) taxable as a corporation for U.S. federal income tax purposes.

(i) An Engine Disposition pursuant to a purchase option or other agreements of a similar character (i) existing on the Closing Date in the case of the Initial Engines and, with respect to any Additional Engine on the date acquired by WEST or any WEST Subsidiary and (ii) granted to any Lessee under or in connection with a Lease of an Engine, provided that the purchase price under such purchase option with respect to such Engine is not less than the projected Adjusted Borrowing Value of such Engine as of the date such purchase option is exercisable;

(ii) An Engine Disposition pursuant to receipt of insurance proceeds in connection with the Total Loss of an Engine; or

(iii) An Engine Disposition in the ordinary course of business (other than an Engine Disposition as a result of a Total Loss) so long as (A) such sale, transfer or disposition does not result in a Concentration Violation (taking into account the Concentration Variance Limits), a Senior Borrowing Base Deficiency, a Junior Borrowing Base Deficiency or a Maximum Borrowing Base Deficiency, (B) the Net Sale

(i) no Event of Default, Early Amortization Event, Senior Borrowing Base Deficiency, Junior Borrowing Base Deficiency or Maximum Borrowing Base Deficiency shall have occurred and be continuing or would result therefrom;

(ii) the acquisition does not result in a Concentration Default Violation (without regard to the Concentration Variance Limits) and shall not cause the percentage of Engines not on lease (measured by Adjusted Borrowing Value) to exceed ***;

(iii) the Purchase Price for such Engine does not exceed an amount equal to the excess of (x) its then Appraised Value, minus (y) any Maintenance Reserve Payments transferred to WEST or such WEST Group Member in connection with such sale;

(iv) the Additional Engine acquired must have an Appraised Value, determined not more than six (6) months prior to its acquisition by WEST or any WEST Group Member;

(v) the purchase or other acquisition of such Additional Engine has been approved by a Special Majority of the Controlling Trustees;

(vi) such purchase or acquisition shall not cause the percentage of Off-Production Engines in the Portfolio (measured by Adjusted Borrowing Value) to exceed

(vii) if two or more Engines are being acquired in one or more related transactions, the foregoing requirements shall be determined on an aggregate basis (any such purchase or acquisition satisfying all of the foregoing conditions (i) through (vii), a “Permitted Engine Acquisition”).

(i) WEST will not surrender possession of any Engine to any Perons that is not a WEST Group Member other than for purposes of maintenance or overhaul or pursuant to a Lease that includes the Core Lease Provisions.

(ii) WEST will, and will cause the Servicer in general to use its pro forma lease agreement or agreements, as such pro forma lease agreement or agreements may be revised for purposes of WEST specifically or generally from time to time by the Servicer or the Back-Up Servicer, if applicable (collectively, the “Pro Forma Lease”), for use by the Servicer on behalf of WEST or any other WEST Group Member as a starting point in the negotiation of Future Leases with Persons who are not WEST Group Members or any of their respective Affiliates. However, with respect to any Future Lease entered into in connection with (x) the renewal or extension of a Lease, (y) the leasing of

(iii) WEST may enter into, and permit any other WEST Group Member to enter into, any Future Lease for which Lease Payments are denominated in a currency other than Dollars, provided that, if the aggregate Adjusted Borrowing Value of Engines on Leases with any such currency is in excess of five percent (5%) of the Aggregate Adjusted Borrowing Value, WEST shall enter into appropriate Currency Hedge Agreements.

(iv) WEST may not enter into, and will not permit any other WEST Group Member to enter into, any Future Lease with any Person that is not a WEST Group Member or any of their Affiliates, unless, upon entering into such Future Lease (or within a commercially reasonable period thereafter), the Controlling Trustees obtain such legal opinions, if any, with regard to enforceability of the Future Lease and such other matters customary for such transactions to the extent that receiving such legal opinions is consistent with the reasonable commercial practice of leading international aircraft engine operating lessors.

(i) to add to the covenants of WEST in the Indenture for the benefit of the Holders of all Series then Outstanding, or to surrender any right or power conferred upon WEST in the Indenture;

(ii) to cure any ambiguity, to correct or supplement any provision in this Indenture which may be inconsistent with any other provision in this Indenture, or to make any other provisions with respect to matters or questions arising under this Indenture that do not materially adversely affect the Noteholders;

(iii) to correct or amplify the description of any property at any time subject to the Encumbrance of this Indenture or the Security Trust Agreement, or to better assure, convey and confirm unto the Indenture Trustee any property subject or required to be subject to the Encumbrance of this Indenture, or to subject additional property to the Encumbrance of this Indenture or the Security Trust Agreement;

(iv) to add to the conditions, limitations and restrictions on the authorized amount, terms and purposes of issue, authentication and delivery of the Notes, as herein set forth, or additional conditions, limitations and restrictions thereafter to be observed by WEST;

(v) to convey, transfer, assign, mortgage or pledge any additional property to or with the Indenture Trustee;

(vi) to evidence the succession of the Indenture Trustee;

(vii) to add any additional Early Amortization Events or, subject to a Rating Agency Confirmation, Events of Default; or

(viii) to increase the maximum principal balance of the Series A-2 Notes and the Series B-2 Notes issued on the Initial Closing Date to an amount not to exceed $150,000,000 and $21,428,521, respectively, subject to a Rating Agency Confirmation.

(i) reduce the principal amount of any Note or the rate of interest thereon, change the priority of any payments required pursuant to this Indenture or any Supplement, or the date on which, or the amount of which, or the place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Final Maturity Date thereof;

(ii) reduce the percentage of Outstanding Notes or Maximum Commitments required for (x) the consent of any Supplement to this Indenture, (y) the consent required for any waiver of compliance with certain provisions of this Indenture or certain Events of Default hereunder and their consequences as provided for in this Indenture or (z) the consent required to waive any payment default on the Notes;

(iii) modify any provision relating to any Supplement or this Indenture which specifies that such provision cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby;

(iv) modify or alter the definition of the terms “Requisite Majority”, “Senior Borrowing Base” (including, without limitation, the percentage therein), “Junior Borrowing Base” (including, without limitation, the percentage therein), “Adjusted Borrowing Value” or “Appraised Value”;

(v) impair or adversely affect the Collateral except as otherwise permitted herein;

(vi) modify or alter the provision of this Indenture relating to mandatory prepayments;

(vii) permit the creation of any Encumbrance ranking prior to or on a parity with the Encumbrance of this Indenture or the Security Trust Agreement with respect to any part of the Collateral or terminate the Encumbrance of this Indenture or the Security Trust Agreement on any property at any time subject hereto or deprive the Holder of any Note of the security afforded by the Encumbrance of this Indenture or the Security Trust Agreement; or

(viii) modify any of the provisions of this Indenture in such a manner as to affect the amount or timing of any payments of interest or principal due on any Note.

(i) on or before the tenth (10th) Business Day immediately preceding the Series Issuance Date (unless the parties to be notified agree to a shorter notice period), WEST shall have given the Indenture Trustee, the Servicer, each Rating Agency (and, if such additional Series is to be registered pursuant to the Securities Act, all Rating Agencies that have rated any prior Series) entitled thereto pursuant to the relevant Supplement, notice of the Series and the Series Issuance Date;

(ii) WEST shall have delivered to the Indenture Trustee the related Supplement, in form satisfactory to the Indenture Trustee, executed by WEST;

(iii) WEST shall have delivered to the Indenture Trustee any related Enhancement Agreement for such Series of Notes executed by each of the parties thereto;

(iv) Rating Agency Confirmations shall have been obtained with respect to each Series of Notes then outstanding or, if no Series of Notes then outstanding is being rated by one or more Rating Agencies, a Requisite Majority consents;

(v) WEST shall have delivered to the Indenture Trustee, each Rating Agency and, if required, any Noteholder, any Opinions of Counsel required by the related Supplement, including without limitation with respect to true sale, enforceability, non-consolidation and security interest perfection issues;

(vi) WEST shall have delivered to the Indenture Trustee and each Rating Agency an Officer’s Certificate stating that (A) no Early Amortization Event or Event of Default has occurred and is then continuing (or would result from the issuance of such Additional Series), (B) there is not a substantial likelihood that the issuance of such Additional Series would result in an Early Amortization Event or Event of Default at any time in the future, (C) after giving effect to the proposed issuance, no Senior Borrowing Base Deficiency or Junior Borrowing Base Deficiency exists or will exist, and (D) all Scheduled Principal Payment Amounts on the Series B1 Notes and the Series B2 Notes shall have been made as of the date of issuance of the Additional Series;

(vii) such other conditions as shall be specified in the related Supplement;

(viii) each Additional Series of Notes (A) shall be amortized on a level basis over a period of not less than thirteen (13) years for Scheduled Principal Payment Amounts on any Series A Notes, fifteen (15) years for Scheduled Principal Payment Amounts on any Series B Notes and twenty (20) years for Minimum Principal Payment Amounts 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 Minimum Principal Payment Amounts and Scheduled Principal Payment Amounts during the period of such remaining weighted average life that are more than the Minimum Principal Payment Amounts and Scheduled Principal Payment Amounts that would be payable under the level amortization described in clause (A);

(ix) as of the Series Issuance Date for such Additional Series, the percentage of Off-Production Engines in the Portfolio (measured by Adjusted Borrowing Value) shall not exceed * during the period beginning on the Initial Closing Date and ending on the fourth (4th) anniversary of the Initial Closing Date, * during the period beginning on (but excluding) the fourth (4th) anniversary of the Initial Closing Date and ending on the tenth (10th) anniversary of the Initial Closing Date, and *** thereafter; and

(x) WEST shall have delivered to the Indenture Trustee an Officer’s Certificate that all of the conditions specified in clauses (i) through (viii) have been satisfied.

(i) To each Holder of a Series A2 Note on the related Record Date, an amount equal to its pro rata portion of the Series A2 Stated Interest Amount and Series A2 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 A2 Note on the related Record Date, an amount equal to its pro rata portion of the Minimum Principal Payment Amount then due and payable to the Holders of the Series A2 Notes on such Payment Date;

(iii) On each Payment Date after a Conversion Event, to each Holder of a Series A2 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 A2 Notes on such Payment Date;

(iv) To each Holder of a Series A2 Note on the related Record Date, an amount equal to its pro rata portion of the Series A Supplemental Principal Payment Amount (if any) then due and payable to the Holders of the Series A2 Notes on such Payment Date until the Series A2 Note Principal Balance has been reduced to zero;

(v) To each Holder of a Series A2 Note on the related Record Date, an amount equal to its pro rata portion of any Series A2 Additional Interest Amount and Series A2 Conversion Step-Up Interest then due and payable by WEST to the Series A2 Noteholders;

(vi) To each Holder of a Series A2 Note, on a pro rata basis, an amount equal to the Noteholder Indemnified Amounts owing to such Series A2 Noteholder; and

(vii) 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 A2 Series Account.

(i) To each Holder of a Series A2 Note on the related Record Date, an amount equal to its pro rata portion of the Series A2 Stated Interest Amount and Series A2 Commitment Fee Amount, if any, for such Payment Date;

(ii) To each Holder of a Series A2 Note on the related Record Date, an amount equal to its pro rata portion of the Minimum Principal Payment Amount then due and payable to the Holders of the Series A2 Notes on such Payment Date;

(iii) To each Holder of a Series A2 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 A2 Notes on such Payment Date;

(iv) To each Holder of a Series A2 Note on the related Record Date, an amount equal to its pro rata portion of the then unpaid principal balances of the Series A2 Notes then Outstanding until the Outstanding Principal Balance of all Series A2 Notes has been reduced to zero;

(v) To each Holder of a Series A2 Note on the related Record Date, an amount equal to its pro rata portion of any Series A2 Additional Interest Amount and Series A2 Conversion Step-Up Interest Amount then due and payable by WEST to the Series A2 Noteholders;

(vi) To each Holder of a Series A2 Note on a pro rata basis, an amount equal to the Noteholder Indemnified Amounts owing to such Series A2 Noteholder; and

(vii) 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 A2 Series Account.

(i) To each Holder of a Series A2 Note on the related Record Date, an amount equal to its pro rata portion of the Series A2 Stated Interest Amount and Series A2 Commitment Fee Amount, if any, for such Payment Date;

(ii) To each Holder of a Series A2 Note on the related Record Date, an amount equal to its pro rata portion of the then unpaid principal balances of the Series A2 Notes then Outstanding until the Series A2 Note Principal Balance has been reduced to zero;

(iii) To each Holder of a Series A2 Note on the related Record Date, an amount equal to its pro rata portion of any Series A2 Additional Interest Amount and Series A2 Conversion Step-Up Interest Amount then due and payable by WEST to the Series A2 Noteholders;

(iv) To each Holder of a Series A2 Note on a pro rata basis, an amount equal to the Noteholder Indemnified Amounts owing to such Series A2 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 A2 Series Account.

(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.

(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 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.

(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.

(i) Coordination; coordinating with the Service Providers, legal and other professional advisers to monitor the protection of the interests and rights of WEST and the Subsidiaries, coordinating the execution of documentation required at closings, and assisting in the management of the closing process so that closings will occur on a timely basis;

(ii) Closing support; providing qualified personnel to attend and provide administrative support (including the preparation of any certificates required pursuant to the Servicing Agreement or Back-Up Servicing Agreement, as the case may be) at the closings in connection with sales or re-leases of the Engines and the acquisition of any Additional Engines, if required (it being understood that the Administrative Agent will not be obligated to provide legal counsel or legal or technical services to WEST and the Subsidiaries);

(iii) Documentation support; providing all necessary administrative support to complete any documentation and other related matters; and

(iv) Appointments; appointing counsel and other appropriate professional advisers to represent WEST and the Subsidiaries in connection with any such closings.

(i) Investor reports; reports required or recommended to be distributed to investors (including reports substantially in the form of Exhibit N to the Indenture, which shall be provided to the Indenture Trustee by the fifth Business Day before any Payment Date or any other date for distribution of any payments with respect to any Series of Notes then Outstanding), and in connection therewith, managing investor relations on behalf of WEST and the Subsidiaries with the assistance of outside counsel and auditors, if appropriate, and preparing or arranging for the preparation and distribution of such reports at the expense of WEST and the Subsidiaries; and

(ii) Governmental reports; reports required to be filed with any Governmental Authorities, and in connection therewith, preparing on behalf of WEST or any Subsidiary or arranging for the preparation of and arranging for the filing of any reports required to be filed with any other entity in order for WEST or such Subsidiary not to be in violation of Applicable Law or any applicable covenants.

(v) Event of Default (After a Collateral Liquidation Notice) Withdrawals and Transfers. Notwithstanding anything to the contrary contained in Section 2.04(d) hereof, following the delivery of a Collateral Liquidation Notice to the Indenture Trustee, the Administrative Agent shall distribute funds on deposit in the Collections Account in the order of priority provided for in Section 3.13(c) of the Indenture.

(i) the Administrative Agent fails to (A) deliver any report required to be delivered to the Indenture Trustee within five (5) Business Days after the due date thereof; or (B) to perform or observe, or cause to be performed or observed, in any material respect any other covenant or agreement which failure materially and adversely affect the rights of WEST, Noteholders or the Indenture Trustee, and provided that in the case of the event in clause (B), such failure shall continue unremedied for a period of thirty (30) days or more (or, if such failure or breach is capable of remedy and the Administrative Agent has promptly provided WEST and the Indenture Trustee with a certificate stating that the Administrative Agent has commenced, or will promptly commence, and diligently pursue all reasonable efforts to remedy such failure or breach, so long as the Administrative Agent is diligently pursuing such remedy but in any event for a total period no longer than sixty (60) days) after written notice thereof has been given to the Administrative Agent or the Administrative Agent has actual knowledge of such event; or

(ii) any representation or warranty made by the Administrative Agent in this Agreement, or in any certificate, report or financial statement delivered by it pursuant hereto proves to have been untrue or incorrect in any material and adverse respect when made and continues unremedied for a period of thirty (30) days or more (or, if such untruth or incorrectness is capable of remedy and the Administrative Agent has promptly provided WEST and the Indenture Trustee with a certificate stating that the Administrative Agent has commenced, or will promptly commence, and diligently pursue all reasonable efforts to remedy such untruth or incorrectness so long as the Administrative Agent is diligently pursuing such remedy but in any event for a total period no longer than sixty (60) days) after written notice thereof has been given to the Administrative Agent or the Administrative Agent has actual knowledge of such untruth or incorrectness.

(2) no other events of default under any Initial Lease have occurred and are continuing in respect of which notice to terminate such Initial Lease has been served on such Lessee or, to the Seller’s knowledge, could have been served on such Lessee;

(3) to the Seller’s knowledge, no event of loss or casualty occurrence under any Initial Lease has occurred with respect to an Engine, other than as disclosed in Exhibit 3.01(j); and

(4) neither the Seller, WEST Funding nor the applicable Engine Trust has received any written notice of the exercise of any purchase option or early termination option by any Lessee under any Initial Lease;

(A) the Minimum Principal Payment Amounts for the Series A Notes for such Payment Date and the amounts of any unpaid Minimum Principal Payment Amounts for the Series A Notes for prior Payment Dates.

(B) the Scheduled Principal Payment Amounts for the Series A Notes and the amounts of any unpaid Scheduled Principal Payment Amounts for the Series A Notes for prior Payment Dates.

(C) the Scheduled Principal Payment Amounts for the Series B Notes and the amounts of any unpaid Scheduled Principal Payment Amounts for the Series B Notes for prior Payment Dates.

(D) the Series A Supplemental Principal Payment Amount, if any;

(E) the Series B Supplemental Principal Payment Amount, if any; and.

(F) if the Available Collections Amount is not sufficient to make payments in full of the foregoing principal payments, the principal payments to be made on each Series of Notes in accordance with the Series Allocation Rules and the Supplemental Payment Allocation Rules;

(A) the Collections Account in accordance with Section 3.02 of the Indenture.

(B) the Engine Reserve Account in accordance with Section 3.06 of the Indenture.

(C) the Security Deposit Account in accordance with Section 3.07 of the Indenture.

(D) the Senior Restricted Cash Account in accordance with Section 3.04 of the Indenture.

(E) the Junior Restricted Cash Account in accordance with Section 3.05 of the Indenture.

(F) the Expense Account in accordance with Section 3.08 of the Indenture.

(G) the Engine Acquisition Account in accordance with Section 3.03 of the Indenture.

(H) the Redemption/Defeasance Account in accordance with Section 3.10 of the Indenture.

(I) the Engine Replacement Account in accordance with Section 3.11 of the Indenture.

(J) the Series Accounts in accordance with Section 3.09 of the Indenture.

(i) the fair value of its assets (both at fair valuation and at present fair saleable value on an orderly basis) is in excess of the total amount of its liabilities, including contingent liabilities;

(ii) it is then able and expects to be able to pay its debts as they mature; and

(iii) it has capital sufficient to carry on its business as conducted and as proposed to be conducted.

(1) to (a) the Service Providers and payees of any Operating Expenses payable on such Payment Date and (b) the Expense Account, the following amounts, pro rata: (i) the Service Provider Fees, and (ii) the Required Expense Deposit;

(2) to the Series Accounts for the Series A Notes and to Hedge Counterparties, as applicable, the following amounts, pro rata: (i) the Stated Interest Amounts on the Series A Notes; (ii) the Commitment Fee Amounts, if any, for the Series A Warehouse Notes and (iii) any Periodic Hedge Payments, respectively;

(3) to the Senior Restricted Cash Account and any Interest Reserve Accounts for the Series A Notes, the following amounts, pro rata: (i) the amount necessary to restore the Balance in the Senior

Restricted Cash Account to the Senior Restricted Cash Amount and (ii) the amount necessary to restore the Balances in such Interest Reserve Accounts to the applicable Interest Reserve Amounts;

(4) to the Series Accounts for the Series B Notes, pro rata, the Base Interest Amounts on the Series B Notes and the Commitment Fee Amounts, if any, for the Series B Warehouse Notes;

(5) to the Junior Restricted Cash Account and any Interest Reserve Accounts for the Series B Notes, the following amounts, pro rata: (i) the amount necessary to restore the Balance in the Junior Restricted Cash Account to the Junior Restricted Cash Amount and (ii) the amount necessary to restore the Balances in such Interest Reserve Accounts to the applicable Interest Reserve Amounts;

(6) to the Series Accounts for the Series A Notes, the Minimum Principal Payment Amounts, allocated among the Series A Notes in accordance with the Series Allocation Rules;

(7) to the Engine Reserve Account, the Engine Reserve Deposit, if any, and any unpaid Engine Reserve Deposits from prior Payment Dates;

(8) to the Series Accounts for the Series A Notes, the Scheduled Principal Payment Amounts, allocated among the Series A Notes in accordance with the Series Allocation Rules;

(9) to the Series Accounts for the Series A Notes, the Series A Supplemental Principal Payment Amount (if any) for such Payment Date, allocated among the Series A Notes in accordance with the Supplemental Payment Allocation Rules;

(10) to the Series Accounts for the Series A Notes, the following amounts, if any, pro rata: the Additional Interest Amounts and the Conversion Step-Up Interest Amounts for the Series A Notes;

(11) to the Series Accounts for the Series B Notes, the Scheduled Principal Payment Amounts, allocated among the Series B Notes in accordance with the Series Allocation Rules;

(12) to the Series Accounts for the Series B Notes, the Series B Supplemental Principal Payment Amount (if any) for such Payment Date, allocated among the Series B Notes in accordance with the Supplemental Payment Allocation Rules;

(13) to the Series Accounts for the Series B Notes, the following amounts, if any, pro rata: the Supplemental Interest Amounts, the

Additional Interest Amounts, and the Conversion Step-Up Interest Amounts for the Series B Notes;

(14) to the Hedge Counterparties, pro rata, any Hedge Termination Payments;

(15) to the Series Accounts, pro rata, all Noteholder Indemnified Amounts;

(16) to WEST, to pay any Discretionary Engine Modifications (to the extent not funded through borrowings under the Warehouse Notes or the issuance of Additional Notes or Additional Certificates);

(17) to WEST, all remaining amounts, which may be distributed to the Beneficial Owner.

(1) to (a) the Service Providers and payees of any Operating Expenses payable on such Payment Date and (b) the Expense Account, the following amounts, pro rata, (i) the Service Provider Fees, and (ii) the Required Expense Deposit;

(2) to the Series Accounts for the Series A Notes and to Hedge Counterparties, as applicable, the following amounts, pro rata: (i) the Stated Interest Amounts on the Series A Notes; (ii) the Commitment Fee Amounts, if any, for the Series A Notes; and (iii) Periodic Hedge Payments, respectively;

(3) to the Senior Restricted Cash Account and any Interest Reserve Accounts for the Series A Notes, the following amounts, pro rata: (i) the amount necessary to restore the Balance in the Senior Restricted Cash Account to the Senior Restricted Cash Amount and (ii) the amount necessary to restore the Balances in such Interest Reserve Accounts to the applicable Interest Reserve Amounts;

(4) to the Series Accounts for the Series B Notes, pro rata, the Base Interest Amounts on the Series B Notes and the Commitment Fee Amounts, if any, for the Series B Notes;

(5) to the Junior Restricted Cash Account and any Interest Reserve Accounts for the Series B Notes, the following amounts, pro rata:

(i) the amount necessary to restore the Balance in the Junior Restricted Cash Account to the Junior Restricted Cash Amount and (ii) the amount necessary to restore the Balances in such Interest Reserve Accounts to the applicable Interest Reserve Amounts;

(6) to the Series Accounts for the Series A Notes and, if a Hedge Default has occurred and is continuing, to the Hedge Counterparties, the following amounts, respectively, pro rata: (i) the Minimum Principal Payment Amounts, allocated among the Series A Notes in accordance with the Series Allocation Rules, and (ii) Hedge Termination Payments, if any;

(7) to the Engine Reserve Account, the Engine Reserve Deposit, if any, and any unpaid Engine Reserve Deposits from prior Payment Dates;

(8) to the Series Accounts for the Series A Notes, the Scheduled Principal Payment Amounts, allocated among the Series A Notes in accordance with the Series Allocation Rules;

(9) to the Series Accounts for the Series A Notes, the payment of the principal of all Series A Notes, pro rata in accordance with their Outstanding Principal Balances until paid in full;

(10) to the Series Accounts for the Series A Notes, the following amounts, if any, pro rata: the Additional Interest Amounts and the Conversion Step-Up Interest Amounts for the Series A Notes;

(11) to the Series Accounts for the Series B Notes the Scheduled Principal Payment Amounts, allocated among the Series B Notes in accordance with the Series Allocation Rules;

(12) to the Series Accounts for the Series B Notes, the following amounts, if any, pro rata: the Supplemental Interest Amounts, the Additional Interest Amounts, and the Conversion Step-Up Interest Amounts for the Series B Notes;

(13) to the Series Accounts for the Series B Notes, the payment of the principal of all Series B Notes, pro rata in accordance with their Outstanding Principal Balances until paid in full;

(14) if a Hedge Default has not occurred or is not then continuing, to the Hedge Counterparties, pro rata, any Hedge Termination Payments;

(15) to the Series Accounts, pro rata, all Noteholder Indemnified Amounts; and

(16) to WEST, all remaining amounts, which may be distributed to the Beneficial Owner.

(1) to (a) the Service Providers and payees of any Operating Expenses payable on such Payment Date and (b) the Expense Account, the following amounts, pro rata, (i) the Service Provider Fees, and (ii) the Required Expense Deposit;

(2) to the Series Accounts for the Series A Notes and to Hedge Counterparties, the following amounts, pro rata: (i) the Stated Interest Amounts on the Series A Notes; (ii) the Commitment Fee Amounts (if any), for the Series A Notes; and (iii) Periodic Hedge Payments, respectively;

(3) to the Series Accounts for the Series B Notes, the following amounts, pro rata: (i) the Base Interest Amounts on the Series B Notes and (ii) the Commitment Fee Amounts, if any, for the Series B Notes;

(4) to the Series Accounts for the Series A Notes and, if a Hedge Default has occurred and is continuing, the Hedge Counterparties, the following amounts, respectively, pro rata: (i) the payment of the principal of all Series A Notes, pro rata in accordance with then Outstanding Principal Balances until paid in full; and (ii) any Hedge Termination Payments, respectively;

(5) to the Series Accounts for the Series A Notes, the following amounts, if any, pro rata: the Additional Interest Amounts and the Conversion Step-Up Interest Amounts for the Series A Notes;

(6) to the Series Accounts for the Series B Notes, the following amounts, pro rata: the Supplemental Interest Amounts, the Additional Interest Amounts, and the Conversion Step-Up Interest Amounts for the Series B Notes;

(7) to the Series Accounts for the Series B Notes, the payment of the principal of all Series B Notes, pro rata in accordance with their Outstanding Principal Balances until paid in full;

(8) if a Hedge Default has not occurred or is not then continuing, to the Hedge Counterparties, pro rata, any Hedge Termination Payments;

(9) to the Series Accounts, pro rata, all Noteholder Indemnified Amounts; and

(10) to WEST, all remaining amounts, which may be distributed to the Beneficial Owner.

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JQ5orrBr9pj4/O+j4ddJM5zYDjCHj7ni39yvsWj66FBiY71+7w/oK4aZmGW76Hii B7Q/khqBd8+p24HuxWI/Jg== 0001104659-05-058015.txt : 20051129 0001104659-05-058015.hdr.sgml : 20051129 20051129121459 ACCESSION NUMBER: 0001104659-05-058015 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 17 CONFORMED PERIOD OF REPORT: 20050930 FILED AS OF DATE: 20051129 DATE AS OF CHANGE: 20051129 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WILLIS LEASE FINANCE CORP CENTRAL INDEX KEY: 0001018164 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-MACHINERY, EQUIPMENT & SUPPLIES [5080] IRS NUMBER: 680070656 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-15369 FILM NUMBER: 051230788 BUSINESS ADDRESS: STREET 1: 2320 MARINSHIP WAY STREET 2: STE 300 CITY: SAUSALITO STATE: CA ZIP: 94965 BUSINESS PHONE: 4153315281 MAIL ADDRESS: STREET 1: 2320 MARINSHIP WAY STREET 2: SUITE 300 CITY: SAUSALITO STATE: CA ZIP: 94965 10-Q 1 a05-18192_410q.htm QUARTERLY REPORT PURSUANT TO SECTIONS 13 OR 15(D)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

ý	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended September 30, 2005

OR

o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 0-28774

WILLIS LEASE FINANCE CORPORATION

(Exact name of registrant as specified in its charter)

Delaware		68-0070656
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

2320 Marinship Way, Suite 300 Sausalito, CA		94965
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (415) 275-5100

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No o

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b.2 of the Exchange Act). Yes o No ý

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b.2 of the Exchange Act). Yes o No ý

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:

Title of Each Class		Outstanding at November 23, 2005
Common Stock, $0.01 Par Value		9,146,746

WILLIS LEASE FINANCE CORPORATION
AND SUBSIDIARIES

INDEX

PART I	FINANCIAL INFORMATION

Item 1.	Consolidated Financial Statements (Unaudited)

	Consolidated Balance Sheets as of September 30, 2005 and December 31, 2004 (As restated)

	Consolidated Statements of Income for the Three and Nine months ended September 30, 2005 and 2004 (As restated)

	Consolidated Statements of Shareholders’ Equity for the Nine months ended September 30, 2005 and 2004 (As restated)

	Consolidated Statements of Cash Flows for the Nine months ended September 30, 2005 and 2004 (As restated)

	Notes to Consolidated Financial Statements

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations

Item 3.	Quantitative and Qualitative Disclosures About Market Risk

Item 4.	Controls and Procedures

PART II.	OTHER INFORMATION

Item 6.	Exhibits

WILLIS LEASE FINANCE CORPORATION

AND SUBSIDIARIES

Consolidated Balance Sheets

(In thousands, except share data, unaudited)

	September 30, 2005		December 31, 2004
			(as restated)
ASSETS
Cash and cash equivalents	$	4,184	$	5,540
Restricted cash	63,991		46,324
Equipment held for operating lease, less accumulated depreciation of $96,111 and $83,881 at September 30, 2005 and December 31, 2004, respectively	515,519		511,443
Operating lease related receivable, net of allowances of $685 and $400 at September 30, 2005 and December 31, 2004, respectively	3,658		1,630
Notes receivable	229		436
Investment	1,480		1,480
Assets under derivative instruments	2,578		1,398
Property, equipment & furnishings, less accumulated depreciation of $1,412 and $1,259 at September 30, 2005, and December 31, 2004, respectively	7,733		7,537
Other assets	15,114		9,670
Total assets	$	614,486	$	585,458

LIABILITIES AND SHAREHOLDERS’ EQUITY
Liabilities:
Accounts payable and accrued expenses	$	7,892	$	7,280
Liabilities under derivative instruments	498		—
Deferred income taxes	28,102		27,530
Notes payable, net of discount of $3,000 and $0 at September 30, 2005, and December 31, 2004, respectively	388,547		369,840
Maintenance reserves	61,301		56,871
Security deposits	4,380		2,088
Unearned lease revenue	4,506		5,381
Total liabilities	495,226		468,990

Shareholders’ equity:
Preferred stock ($0.01 par value, 5,000,000 shares authorized; none outstanding)	—		—
Common stock, ($0.01 par value, 20,000,000 shares authorized; 9,145,746 and 8,998,365 shares issued and outstanding at September 30, 2005, and December 31, 2004, respectively)	91		90
Paid-in capital in excess of par	63,398		62,631
Retained earnings	55,771		53,747
Total shareholders’ equity	119,260		116,468
Total liabilities and shareholders’ equity	$	614,486	$	585,458

See accompanying notes to the unaudited consolidated financial statements.

WILLIS LEASE FINANCE CORPORATION

AND SUBSIDIARIES

Consolidated Statements of Income

(In thousands, except per share data, unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2005			2004			2005			2004
				(as restated)						(as restated)
REVENUE
Lease revenue	$	15,660		$	13,970		$	46,193		$	43,094
Gain on sale of leased equipment	1,015			507			4,163			1,197
Other income	58			207			285			536
Total revenue	16,733			14,684			50,641			44,827

EXPENSES
Depreciation expense	6,460			5,802			18,583			17,127
Write-down of equipment	—			—			—			577
General and administrative	4,406			3,694			12,507			10,819
Net finance costs:
Interest expense	6,310			4,116			17,273			11,480
Interest income	(515		)	(142		)	(988		)	(284		)
Realized and unrealized (gains) and losses on derivative instruments	(332		)	1,683			(721		)	(64		)
Loss upon extinguishment of debt	1,375			—			1,375			—
Total net finance costs:	6,838			5,657			16,939			11,132
Total expenses	17,704			15,153			48,029			39,655

Income (loss) before income taxes	(971		)	(469		)	2,612			5,172
Income tax benefit (expense)	470			224			(588		)	(1,588		)
Net (loss) income	$	(501	)	$	(245	)	$	2,024		$	3,584

Basic (loss) earnings per common share:	$	(0.06	)	$	(0.03	)	$	0.22		$	0.40

Diluted (loss) earnings per common share:	$	(0.06	)	$	(0.03	)	$	0.21		$	0.39

Average common shares outstanding	9,097			8,959			9,050			8,908
Diluted average common shares outstanding	9,097			8,959			9,479			9,261

See accompanying notes to the unaudited consolidated financial statements.

WILLIS LEASE FINANCE CORPORATION

AND SUBSIDIARIES

Consolidated Statements of Shareholders’ Equity

Nine Months Ended September 30, 2005 and 2004

(In thousands, unaudited)

	Issued and Outstanding Shares of Common Stock	Common Stock		Paid-in Capital in Excess of par		Retained Earnings		Total Shareholders’ Equity
Balances at December 31, 2003 (as restated)	8,847	$	88	$	61,710	$	48,264	$	110,062

Net income (as restated)	—	—		—		3,584		3,584

Shares issued under stock compensation plans	120	2		605		—		607

Balances at September 30, 2004 (as restated)	8,967	$	90	$	62,315	$	51,848	$	114,253

Balances at December 31, 2004 (as restated)	8,998	$	90	$	62,631	$	53,747	$	116,468

Net income	—	—		—		2,024		2,024

Shares issued under stock compensation plans	148	1		767		—		768

Balances at September 30, 2005	9,146	$	91	$	63,398	$	55,771	$	119,260

See accompanying notes to the unaudited consolidated financial statements.

WILLIS LEASE FINANCE CORPORATION

AND SUBSIDIARIES

Consolidated Statements of Cash Flows

(In thousands, unaudited)

	Nine Months Ended September 30,
	2005			2004
				(as restated)
Cash flows from operating activities:
Net income	$	2,024		$	3,584
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation expense	18,583			17,127
Write-down of equipment	—			577
Amortization of deferred costs	1,922			1,629
Amortization of loan discount	33			256
Allowances and provisions	285			(36		)
Change in fair value of derivative instruments	(682		)	(1,457		)
Gain on sale of leased equipment	(4,163		)	(1,197		)
Loss upon extinguishment of debt	1,375			—
Changes in assets and liabilities:
Receivables	(2,313		)	(58		)
Other assets	(2,511		)	(980		)
Accounts payable and accrued expenses	566			829
Deferred income taxes	588			1,588
Restricted cash	(8,667		)	(8,851		)
Maintenance reserves	14,777			12,798
Security deposits	2,292			16
Unearned lease revenue	(875		)	(1,670		)
Net cash provided by operating activities	23,234			24,155
Cash flows from investing activities:
Proceeds from sale of equipment held for operating lease (net of selling expenses)	20,313			10,722
Proceeds from principal payment of notes receivable	4,557			1,648
Purchase of equipment held for operating lease	(53,183		)	(29,944		)
Purchase of property, equipment and furnishings	(502		)	(6,659		)
Net principal payments received on direct finance lease	—			3,744
Net cash used in investing activities	(28,815		)	(20,489		)
Cash flows from financing activities:
Proceeds from issuance of notes payable	294,076			30,184
Debt issuance cost	(6,244		)	(852		)
Cash restricted on formation of WEST	(9,000		)	—
Proceeds from issuance of common stock	762			607
Principal payments on notes payable	(275,369		)	(35,511		)
Net cash provided by/(used in) financing activities	4,225			(5,572		)
Decrease in cash and cash equivalents	(1,356		)	(1,906		)

Cash and cash equivalents at beginning of period	5,540			9,202

Cash and cash equivalents at end of period	$	4,184		$	7,296

Supplemental disclosures of cash flow information:
Net cash paid for:
Interest	$	16,150		$	10,046
Income Taxes	$	18		$	25

Supplemental disclosure of non-cash investing activities:
During the nine months ended September 30, 2005 and 2004, $7,918 and $1,131, respectively, of maintenance reserves were included in the gain on the sale of leased equipment.

See accompanying notes to the unaudited consolidated financial statements.

1. Basis of Presentation

The accompanying unaudited consolidated financial statements of Willis Lease Finance Corporation and its subsidiaries (the “Company”) have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission for reporting on Form 10-Q. Pursuant to such rules and regulations, certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. The accompanying unaudited interim financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto, together with Management’s Discussion and Analysis of Financial Condition and Results of Operations, contained in the Company’s Annual Report on Form 10-K/A, Amendment No. 3, for the fiscal year ended December 31, 2004.

The Company has filed an amended Form 10-K/A for the year ended December 31, 2004, filed an amended Form 10-Q/A for the quarterly period ended March 31, 2005, and filed a Form 10-Q/A for the quarterly period ended June 30, 2005 for inappropriate application of accounting for derivative related transactions under Statement of Financial Accounting Standards No. 133, “Accounting for Derivative Instruments and Hedging Activities,” as amended (“SFAS 133”). The Company’s consolidated balance sheets, statements of income, statements of shareholders’ equity and statements of cash flows were restated to reflect the change in fair value of derivative contracts in the income statement and not in other comprehensive income where the change was previously recorded. This Form 10-Q reflects the changes in accounting for derivatives and all comparative amounts have been restated. This change significantly increases the volatility in earnings quarter to quarter within a year and between years. The restatements do not affect the economics of the derivative transactions.

In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments (consisting of only normal and recurring adjustments) necessary to present fairly the financial position of the Company as of September 30, 2005 and December 31, 2004, and the results of its operations for the three and nine month periods ended September 30, 2005 and 2004, and its cash flows for the nine months ended September 30, 2005 and 2004. The results of operations and cash flows for the period ended September 30, 2005, are not necessarily indicative of the results of operations or cash flows which may be reported for the remainder of 2005.

Management considers the operations of the Company to operate in one reportable segment.

2. Management Estimates

These financial statements have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States.

The preparation of consolidated financial statements requires the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, the Company evaluates its estimates, including those related to residual values, estimated asset lives, bad debts, income taxes, contingencies and litigation. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

Management believes that the accounting policies on useful life of equipment, residual values and asset impairment are critical to the results of operations.

If the useful lives or residual values are lower than those estimated by the Company, upon sale of an asset a loss may be realized. Significant management judgment is required in the forecasting of projected undiscounted cash-flows when testing for impairment. Should different conditions prevail, material impairment write-downs may occur.

3. Commitments, Contingencies, Guarantees and Indemnities

The Company has three leases for its office space. The remaining lease commitment for the Sausalito office for 2005 is approximately $88,000. The lease expires on December 31, 2005, and the Company is currently negotiating to extend the lease. The remaining 2005 lease commitment for the premises in San Diego is approximately $22,000 and $296,000 for the period from September 30, 2005, until the lease expires on October 31, 2008. The Company also leases premises in Shanghai, China, with the remaining lease commitment in 2005 of approximately $13,000, and $38,000 for the period from September 30, 2005, until the lease

expires in June 2006.

The Company has a number of guarantees in respect of its credit facilities. Refer to Note 5 for a full description of the nature and terms of these guarantees. Additionally, the Company generally indemnifies the purchaser of its equipment against any taxes arising from the sale of the equipment (except taxes incurred by the purchaser). The amount of the indemnification is not determinable and the Company has not had to make any payments under such indemnifications.

The Company has a commitment to purchase, during the remainder of 2005, one engine and other engine-related equipment totaling approximately $7.0 million.

In September 2005, the Company entered into two Letters of Intent to purchase four new engines for a gross purchase price of between $27.5 million and $30.7 million depending on thrust rating elected, for delivery from November 2005 to January 2007.

In July 2004, one of the Company’s engines (with a net investment of $1.9 million) was damaged while on lease to a customer. The Company continues negotiations with the manufacturer and believes recovery from either the manufacturer or the lessee for at least the book value of the damaged engine is probable.

In May 2005, an aircraft on which one of the Company’s engines was installed (with a net investment of $3.3 million) was involved in an incident. The Company has started negotiations to determine the extent of any damage to the engine as a result of the incident. We believe a full recovery for any damage is probable.

In September 2005, one of the Company’s new engines (with a net investment of $7.1 million) was shipped while improperly secured. The Company expects to incur an expense of $0.3 million to inspect the engine for damage to ensure preservation of the manufacturer’s warranty. The company has filed a claim for reimbursement of this expense with the shipper. The Company expects a full recovery of this expense.

4. Investments

The Company participates in a joint venture formed as a limited company — Sichuan Snecma Aero-engine Maintenance Co. Ltd. (Sichuan Snecma). The Company’s interest in the venture is 7%. Sichuan Snecma provides maintenance and repair services for CFM56 series engines and is located in Chengdu, China. Other participants in the joint venture are Air China International Company and Snecma Services. As of September 30, 2005, $1.5 million has been invested. This investment is recorded at cost.

5. Notes Payable

At September 30, 2005, notes payable consists of notes payable and loans totaling $388.5 million (net of discount of
$3.0 million) payable over periods of two months to 25 years with interest rates varying between approximately 5.1% and 9.9% (excluding the effect of the Company’s interest rate derivative contracts). The significant facilities are described below.

At September 30, 2005, the Company had a $148.5 million revolving credit facility to finance the acquisition of aircraft engines and spare parts for lease as well as for general working capital purposes. As of September 30, 2005, the outstanding balance was $133.0 million and $15.5 million was available under this facility. The facility matures in May 2007. The interest rate on this facility at September 30, 2005, is one-month LIBOR plus 2.25%. Under the revolver facility, all subsidiaries except WLFC-AC1 Inc., Willis Engine Securitization Trust and previously Willis Engine Funding LLC (“WEF”), jointly and severally guarantee payment and performance of the terms of the loan agreement. The maximum guarantee is $148.5 million plus any accrued and unpaid interest, fees or reimbursements, but is limited at any given time to the sum of the principal outstanding plus interest and fees.

On August 9, 2005, the Company closed an Asset Backed Securitization (“ABS”) through a newly created, bankruptcy remote, Delaware Statutory Trust, Willis Engine Securitization Trust (“WEST”). WEST is a wholly owned subsidiary of the Company and is consolidated by the Company. WEST issued $200,000,000 Series A1 and $28,276,878 Series B1 term notes. The Series A1 notes are held by qualified institutional investors. The Series B1 notes are held by two commercial banks. These notes have a targeted principal amortization which is to be paid from the available revenue from leases and sales of the engines owned by WEST. The amortization is based on a straight-line reduction of the outstanding principal balance of the term notes. The A1 and B1 notes have expected amortization periods of 13 years and 15 years, respectively. The Series A notes are senior notes and as such have priority in the payment of interest and principal over the Series B notes. A control party or holders of more than fifty percent (50%) of the outstanding principal balance of a series may take certain actions with respect to that series. However, the control party for the senior series may declare an event of default and accelerate all of the notes in certain circumstances and may exercise available remedies following an event of default.

WEST also issued Series A2 and Series B2 notes, with maximum principal amounts of up to $100,000,000 and $13,558,400, respectively, which together make up the warehouse notes. The warehouse notes allow for revolving borrowings during a two-year

term, after which it is expected that they will be converted to term notes of WEST. The Company is obligated to pay commitment fees to the warehouse note holders on the amount of their commitment in excess of the outstanding balance of the warehouse notes. The Series A2 and B2 notes are held by two commercial banks. The final legal maturity for both the Series A1 term notes is July 15, 2030. The final legal maturity for the Series B1 term notes and the warehouse notes is August 15, 2030.

The Company entered into a Servicing Agreement and Administrative Agency Agreement with WEST to provide certain engine, lease management and reporting functions for WEST in return for fees based on a percentage of collected lease revenues and asset sales. Because WEST is consolidated, all fees eliminate upon consolidation.

The assets and liabilities of WEST will remain on the Company’s consolidated balance sheet at historical cost. The net proceeds of the term notes issued by WEST were used primarily to repay the obligations under the Company’s previous warehouse facility, which was terminated. A restricted cash account of $9.0 million was also established to fund the acquisition of two remaining engines. As a result of this transaction the Company wrote off approximately $1.4 million of unamortized debt issuance costs associated with the previous facility.

At September 30, 2005, $225.4 million of WEST term notes and $3.6 million of WEST warehouse notes were outstanding. The outstanding balances of the term notes are $197.4 million Series A1 notes and $28.0 million Series B1 notes. The outstanding balances of the warehouse notes are $3.2 million Series A2 notes and $0.4 million Series B2 notes. The assets of WEST, WEST Engine Funding and any associated owner trust are not available to satisfy the obligations of the Company or any of its affiliates. At September 30, 2005, interest on the Series A1 notes and Series A2 notes is one-month LIBOR plus a stated margin of 1.25% and 1.50%, respectively. The Series A1 notes were issued at a discount of 1.5% or $3.0 million. The effective margin on the Series A1 notes is approximately 1.50%. At September 30, 2005, interest on the Series B1 notes and Series B2 notes is one-month LIBOR plus a margin of 3.00% and a supplemental margin of 3.00%, for a total margin of 6%.

The Company’s previous warehouse debt facility, WEF, was a wholly-owned special purpose entity created in 2002 for the purpose of financing jet aircraft engines. The facility had a revolving period which ended March 9, 2005, followed by a four-year amortization period, during which 90% of the net rents from the collateral were used to pay down principal, followed by a final balloon payment. The facility’s structure was designed to facilitate the issuance of public or private securitized notes. The facility notes were paid off at the closing of the WEST securitization for $203.7 million (the amount then outstanding on the facility notes), $183.3 million Class A notes and $20.4 million Class B notes. Interest on the Class A notes was a commercial paper rate plus a weighted average spread of approximately 2.26% and interest on the Class B notes was one-month LIBOR plus a weighted average spread of 5.32%.

A term loan facility of $4.7 million, available to a wholly-owned consolidated subsidiary of the Company, WLFC-AC1 Inc., for the financing of jet aircraft engines had a five-year term and final maturity of June 29, 2005. The loan was extended 60 days and paid in full on August 29, 2005.

At September 30, 2005, one-month LIBOR was 3.86% and at August 9, 2005, the commercial paper rate related to the previous warehouse debt facility was approximately 3.36%. At September 30, 2004, the one-month LIBOR rate was approximately 1.84%.

The following is a summary of the aggregate maturities of notes payable on September 30, 2005 (dollars in thousands):

Year Ending December 31,

2005	$	20,095
2006	21,850
2007	151.806
2008	19,262
2009	17,807
2010 and thereafter	160,727
	$	391,547

At September 30, 2005, the Company was in compliance with all covenants, except trailing four-quarter interest coverage due to the write-off of fees associated with the refinancing of the prior warehouse credit facility. In addition, due to the restatement of its financial statements for a failure to properly document its derivative instruments to receive hedge accounting, the Company had not delivered financial statements prepared in accordance with generally accepted accounting principals under its various debt agreements for the years and quarters in question. See Note 1 and Item 4 for more information on the restatement. A waiver from complying with each of these covenants was obtained from the respective banks.

6. Derivative Instruments

The Company holds a number of derivative instruments to mitigate its exposure to changes in interest rates, in particular one-month LIBOR, as 98% of the Company’s borrowings are at variable rates. In addition, both WEST and the facility it replaced required that a portion of its borrowings be hedged to mitigate mismatches between fixed rents, particularly with respect to long-term contracts (i.e. over twelve months), and floating interest rates. At September 30, 2005, the Company was a party to interest rate swap agreements with notional outstanding amounts of $139 million, remaining terms of between 18 and 59 months and fixed rates of between 2.52% and 4.74%. The fair value of these derivative contracts at September 30, 2005, was a $2.1 million asset, net of liabilities, and represented the estimated amount the Company would receive if it terminated the agreements. At September 30, 2005, the Company was also party to one interest rate cap, which has a notional amount of $10 million, remaining term of 7 months, with the interest rate capped at 5.0%. At September 30, 2005, the fair value of the cap was approximately zero.

The Company uses an external provider to ascertain the fair value of the interest-rate derivative contracts as of the balance sheet date. Valuation of the derivative instruments requires certain assumptions for underlying variables and the use of different assumptions would result in a different valuation. Management believes it has applied assumptions consistently during the period and has not changed its method of valuation during the period

As of the balance sheet date and for all the periods presented, all of the derivative instruments the Company has entered into do not qualify for hedge accounting in accordance with SFAS 133. The fair value of the derivative instruments is measured at each balance sheet date and recorded on the balance sheet as assets or liabilities under derivative instruments. The effect of our inability to apply hedge accounting for the derivative instruments requires that changes in their fair values be recorded in the income statement as part of “realized and unrealized (gains) and losses on derivative instruments” in net finance costs. Realized and unrealized (gains) and losses on derivative instruments also includes the cash settlements paid and received. As a result, reported net income will be directly influenced by changes in interest rates as they affect the fair value of our derivative instruments.

During the quarter ended September 30, 2005, the realized and unrealized gain on derivative instruments was $0.3 million and a $1.7 million loss in the comparable period in 2004. For the nine months ended September 30, 2005 and 2004, the realized and unrealized gain on derivative instruments was $0.7 million and $64 thousand, respectively. During the quarters ended September 30, 2005 and 2004, the change in fair value of the interest rate derivatives resulted in a decrease of $0.2 million and an increase of $1.3 million in net finance costs, respectively. For the nine months ended September 30, 2005 and 2004, the change in fair value of the interest rate derivatives was an decrease of $0.7 million and $1.5 million in net finance costs, respectively. During the quarter ended September 30, 2005, the net cash settlements of derivative instruments received was $0.1 million and $0.4 million paid in the comparable period in 2004. For the nine months ended September 30, 2005, the net cash settlements of derivative instruments received was $39 thousand, and $1.4 million paid in the comparable period in 2004. Based on the estimated forward rate of one-month LIBOR at September 30, 2005, the Company anticipates that net finance costs will be decreased by approximately $1.4 million for the 12 months ending September 30, 2006, due to its cash settlements of interest rate derivatives.

7. Earnings Per Share

Diluted average common shares outstanding for quarters ended September 30, 2005 and 2004 are antidilutive. Potentially dilutive common shares at September 30, 2005 and 2004, (in thousands), are 467 and 338, respectively. These potentially dilutive shares were excluded as they would be antidilutive due to the loss incurred in each of the quarters.

8. Stock-Based Compensation Plans

The Company accounts for its two stock-based compensation plans using the intrinsic value method prescribed by APB Opinion No. 25, “Accounting for Stock Issued to Employees” and related interpretations, as allowed under SFAS No. 123, “Accounting for Stock Based Compensation” and SFAS No. 148, “Accounting for Stock-Based Compensation – Transition and Disclosure – an amendment of FASB Statement No. 123.” APB 25 requires compensation expense to be recognized over the employee service period based on the excess, if any, of the quoted market price of the stock at the date the award is granted or other measurement date, as applicable, over an amount the employee must pay to acquire the stock. As a result no compensation expense has been recognized for the three and nine months ended September 30, 2005 and 2004. See “Recent Accounting Pronouncements” for a brief discussion of recent revisions to SFAS No. 123.

Had compensation cost for the Company’s two stock-based compensation plans been determined consistent with SFAS No. 148, the Company’s net income and earnings per share, determined by using the Black-Scholes option valuation method, would have been as follows:

	Three Months Ending September 30,						Nine Months Ending September 30,
	2005			2004			2005			2004
				(as restated)						(as restated)
	(in thousands except for per share data)
Net (loss) income as reported	$	(501	)	$	(245	)	$	2,024		$	3,584
Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards, net of related tax effect	(168		)	(192		)	(433		)	(581		)
Proforma net income (loss)	$	(669	)	$	(437	)	$	1,591		$	3,003

Basic (loss) earnings per common share as reported	$	(0.06	)	$	(0.03	)	$	0.22		$	0.40
Basic (loss) earnings per common share pro forma	$	(0.07	)	$	(0.05	)	$	0.18		$	0.34

Diluted (loss) earnings per common share as reported	$	(0.06	)	$	(0.03	)	$	0.21		$	0.39
Diluted (loss) earnings per common share pro forma	$	(0.07	)	$	(0.05	)	$	0.17		$	0.32

The Black-Scholes option valuation model was developed for use in estimating the fair value of traded options that have no vesting restrictions and are fully transferable. In addition, option valuation models require the input of highly subjective assumptions including the expected stock price volatility. Because the Company’s employee stock options have characteristics significantly different from those of traded options, and because changes in the subjective input assumptions can materially affect the fair value estimate, in management’s opinion the existing models do not necessarily provide a reliable single measure of the fair value of the Company’s options.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Overview

The Company’s core business is acquiring and leasing, primarily pursuant to operating leases, commercial aircraft engines and related aircraft equipment; and the selective purchase and sale of commercial aircraft engines (collectively “equipment”).

Critical Accounting Policies and Estimates

The Company believes the following critical accounting policies, grouped by its activities, affect its more significant judgments and estimates used in the preparation of its consolidated financial statements:

Leasing Related Activities. Revenue from leasing of aircraft equipment is recognized as operating lease or finance lease revenue over the terms of the applicable lease agreements. Where collection cannot be reasonably assured, for example, upon a lessee bankruptcy, the Company does not recognize revenue. The Company also estimates and charges to income a provision for bad debts based on its experience in the business and with each specific customer and the level of past due accounts. The financial condition of the Company’s customers may deteriorate and result in actual losses exceeding the estimated allowances. In addition, any deterioration in the financial condition of the Company’s customers may adversely affect future lease revenues. As of September 30, 2005, all of the Company’s leases are accounted for as operating leases. Under an operating lease, the Company retains title to the leased equipment, thereby retaining the potential benefit and assuming the risk of the residual value of the leased equipment.

The Company generally depreciates engines on a straight-line basis over 15 years to a 55% residual value. Spare parts packages are generally depreciated on a straight-line basis over 15 years to a 25% residual value. Aircraft are generally depreciated on a straight-line basis over 13-20 years to a 15%-17% residual value. For equipment which is unlikely to be repaired at the end of its current expected life and may be disassembled upon lease termination, the Company depreciates the equipment over its estimated life to a residual value based on an estimate of the wholesale value of the parts after disassembly. At September 30, 2005, 45 engines having a net book value of approximately $107.4 million are depreciated using this policy. If useful lives or residual values are lower

than those estimated by the Company, a loss may be realized upon sale of the equipment. The Company reviews these estimates regularly and a change in either of these estimates would cause an associated change in depreciation expense.

Sales-Related Activities. For equipment sold out of the Company’s lease portfolio, the Company recognizes the gain or loss associated with the sale as revenue. Gain consists of sales proceeds less the net book value of the equipment sold and any costs directly associated with the sale. Additionally, to the extent that any deposits or reserves are not included in the sale and the purchaser of the equipment assumes any liabilities associated therewith, such deposits and reserves are included in the proceeds of sale.

Asset Valuation. Statement of Financial Accounting Standards No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets,” (SFAS 144) requires that long-lived assets and certain identifiable intangibles to be held and used by an entity be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable, and long-lived assets and certain identifiable intangibles to be disposed of generally be reported at the lower of carrying amount or fair value less cost to sell. Impairment is identified by comparison of undiscounted forecasted cash flows, including estimated sales proceeds, over the life of the asset with the asset’s book value. If the forecasted undiscounted cash flows are less than the book value the asset is written down to its fair value. Fair value is determined by reference to independent appraisals, quoted market prices (e.g. an offer to purchase) and other factors considered by Management.

For further information on these and other accounting policies adopted by the Company, refer to Note 1 of the Notes to Consolidated Financial Statements in the Company’s annual report on Form 10-K/A, Amendment No. 3 for the year ended December 31, 2004.

Results of Operations

Three months ended September 30, 2005, compared to the three months ended September 30, 2004:

Leasing Related Activities. Lease related revenue for the quarter ended September 30, 2005, increased 12.1% to $15.7 million from $14.0 million for the comparable period in 2004. This increase mainly reflects an increase in the amount of equipment on-lease and to a lesser degree an increase in lease rates and a larger lease portfolio. At September 30, 2005 and 2004, respectively, approximately 97% and 89% of equipment held for lease by book value were on-lease. The aggregate of net book value of leased equipment and net investment in direct finance lease at September 30, 2005 and 2004, was $515.5 million and $496.9 million, respectively.

During the quarter ended September 30, 2005, the Company added $28.4 million of equipment and capitalized costs to its lease portfolio, sold one engine and other related equipment generating a net gain of $1.0 million. One engine was exchanged for a new engine and this transaction was recorded as a non-monetary exchange of similar productive assets with no gain or loss recognized in the transaction.

During the quarter ended September 30, 2004, the Company added $13.8 million of equipment and capitalized costs to its lease portfolio and sold five engines, two airframes and other related equipment, generating a net gain of $0.5 million.

Depreciation Expense. Depreciation expense increased 11.3% to $6.5 million for the quarter ended September 30, 2005, from the comparable period in 2004, mainly due to an increase of equipment on lease and changes in estimates of useful lives and residual values on certain older engine types and aircraft.

Net finance costs. Total net finance costs increased 20.9% to $6.8 million for the quarter ended September 30, 2005, from $5.7 million for the comparable period in 2004. Interest expense increased 53.3% to $6.3 million for the quarter ended September 30, 2005, from $4.1 million for the comparable period in 2004, due principally to increases in interest rates, and to a lesser extent to increased average debt outstanding. Interest income increased to $0.5 million for the quarter ended September 30, 2005, from $0.1 million for the comparable period in 2004, due principally to increased interest rates, and to a lesser extent increased restricted cash balances. Interest is earned on cash and deposits held and notes receivable. Realized and unrealized gains on derivative instruments reduced net finance costs by $0.3 million for the quarter ended September 30, 2005 and realized and unrealized losses on derivative instruments increased net finance costs by $1.7 million for the comparable period in 2004. For the quarter ended September 30, 2005, approximately $1.4 million in deferred loan fees were written off upon repayment of the prior warehouse credit facility.

General and Administrative Expenses. General and administrative expenses increased 19.3% to $4.4 million for the quarter ended September 30, 2005, from the comparable period in 2004. In September 2004, the Company acquired a Canadair Challenger 601-1A aircraft for general corporate purposes and for charter to third parties. General and administrative expenses increased mainly due to $480,000 of net operating costs for the corporate aircraft compared to the prior year when there was $32,000 net operating costs for the corporate jet, and to a lesser extent, to an increase of $240,000 in bad debt expense related to a single lessee.

Income Taxes. Income tax benefit for the quarters ended September 30, 2005 and 2004, was $0.5 million and $0.2 million, respectively. The effective tax rate for both the quarters ended September 30, 2005 and 2004, was 48%. For both quarters ended

September 30 the income tax benefit includes an adjustment to the estimated annual effective tax rate.

Nine months ended September 30, 2005, compared to the nine months ended September 30, 2004:

Leasing Related Activities. Lease related revenue for the nine months ended September 30, 2005, increased 7.2% to $46.2 million from $43.1 million for the comparable period in 2004. This increase mainly reflects increased utilization and lease rates and an increase in the lease portfolio. At September 30, 2005 and 2004, respectively, approximately 97% and 89% of equipment held for lease by book value were on-lease. The aggregate of net book value of leased equipment and net investment in direct finance lease at September 30, 2005 and 2004 was $515.5 million and $496.9 million, respectively.

During the nine months ended September 30, 2005, the Company added $53.2 million of equipment and capitalized costs to its lease portfolio and sold eight engines and other related equipment generating a net gain of $4.2 million.

During the nine months ended September 30, 2004, the Company added $29.9 million of equipment and capitalized costs to its lease portfolio and sold eleven engines, two airframes and other engine related equipment from its lease portfolio generating a net gain of $1.2 million.

Depreciation Expense. Depreciation expense increased 8.5% to $18.6 million for the nine months ended September 30, 2005, from the comparable period in 2004, mainly due to changes in estimates of useful lives and residual values on certain older engine types and aircraft.

Net finance costs. Total net finance costs increased 52.2% to $16.9 million for the nine months ended September 30, 2005, from $11.1 million for the comparable period in 2004. Interest expense increased 50.5% to $17.3 million for the nine months ended September 30, 2005, from $11.5 million for the comparable period in 2004, due principally to increases in interest rates, and to a lesser extent to increased average debt outstanding. Interest income increased to $1.0 million for the nine months ended September 30, 2005, due principally to increased interest rates, and to a lesser extent increased restricted cash balances. Interest is earned on cash and deposits held and notes receivable. Realized and unrealized gains on derivative instruments reduced net finance costs by $0.7 million for the nine months ended September 30, 2005 and $0.1 million for the comparable period in 2004. For the nine months ended September 30, 2005, approximately $1.4 million in deferred loan fees were written off on repayment of the prior warehouse credit facility.

General and Administrative Expenses. General and administrative expenses increased 15.6% to $12.5 million for the nine months ended September 30, 2005, from the comparable period in 2004, mainly due to $1.1 million of net operating costs for the corporate aircraft compared to the prior year when there was $32,000 net operating costs for the corporate jet, and an increase of $342,000 in bad debt expense of which $240,000 was related to a single lessee.

Income Taxes. Income tax expense for the nine months ended September 30, 2005 and 2004, was $0.6 million and $1.6 million respectively. The effective tax rates for the nine months ended September 30, 2005 and 2004, were 23% and 31% respectively, reflecting an increase in the estimated Extraterritorial Income Exclusion in 2005 over 2004.

RECENT ACCOUNTING PRONOUNCEMENTS

In December 2004, FASB issued SFAS No. 153 “Exchanges of Nonmonetary Assets—an amendment of APB Opinion No. 29”. The guidance in APB Opinion No. 29, “Accounting for Nonmonetary Transactions”, was based on the principle that exchanges of nonmonetary assets should be measured based on the fair value of the assets exchanged. The guidance in that Opinion, however, included certain exceptions to that principle. This Statement amends Opinion 29 to eliminate the exception for nonmonetary exchanges of similar productive assets and replaces it with a general exception for exchanges of nonmonetary assets that do not have commercial substance. A nonmonetary exchange has commercial substance if the future cash flows of the entity are expected to change significantly as a result of the exchange. In the three and nine months ended September 30, 2005, the Company did enter into one exchange transaction where this literature would have been applicable. However, the Company believes that, under both APB Opinion No. 29 and SFAS No. 153, this transaction is appropriately recorded at book value.

In December 2004, FASB issued SFAS 123(R) which is a revision to FASB Statement No. 123, “Accounting for Stock-Based Compensation.” This Statement also supersedes APB Opinion No. 25, “Accounting for Stock Issued to Employees”, and its related implementation guidance. The revised Statement requires a public entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award. That cost will be recognized over the period during which an employee is required to provide services in exchange for the award—the requisite service period. No compensation cost is recognized for equity instruments for which employees do not render the requisite service. Employee share purchase plans will not result in recognition of compensation cost if certain conditions are met; those conditions are much the same as the related conditions in Statement 123. This Statement applies to all awards granted after the required effective date and to awards modified, repurchased, or cancelled after that date. The cumulative effect of initially applying this Statement, if any, is recognized as

of the required effective date. The Company has both employee stock option and employee share purchase plans which will be affected by the implementation of this Statement. Currently, under the existing statement the Company does not recognize compensation cost in respect of its plans and opts to make pro-forma disclosure of the impact which is described in Note 8 to its Financial Statements. In April 2005, the SEC adopted a rule allowing companies to implement Statement No. 123(R) for fiscal years beginning after June 15, 2005.

Liquidity and Capital Resources

Historically, the Company has financed its growth through borrowings secured by its equipment lease portfolio, operating cash flow and the issuance of stock. Cash of approximately $294.1 million and $30.2 million, in the nine-month periods ended September 30, 2005 and 2004, respectively, was derived from borrowings. Cash flow from operating activities provided $23.2 million and $24.2 million in the nine-month periods ended September 30, 2005 and 2004, respectively. In these same time periods, $275.4 million and $35.5 million, respectively, of cash was used to repay debt.

The Company’s primary use of net funds borrowed is for the purchase of and improvement to, equipment for lease. Approximately $53.2 million (including capitalized costs) and $29.9 million (including capitalized costs) of funds were used for these purposes in the nine-month periods ended September 30, 2005 and 2004, respectively.

Cash flows from operations are driven significantly by payments made under the Company’s lease agreements, which are comprised of lease revenue and maintenance reserves, offset by interest expense. While the Company has experienced higher lease rates, these have been offset by increases in interest rates such that the spread between lease rates and interest rates has narrowed during the nine-month period ended September 30, 2005, compared to the prior year. However, the spread improved significantly during the quarter ended September 30, 2005, as the Company raised lease rates. The lease revenue stream, in the short-term, is at fixed rates while the majority of the Company’s debt is at variable rates. If interest rates increase it is unlikely the Company could increase lease rates in the short term and this would cause a reduction in the Company’s earnings. Revenue and maintenance reserves are also affected by the amount of equipment off lease. Approximately 97%, by book value, of the Company’s assets were on-lease at September 30, 2005, compared to approximately 89% at September 30, 2004, and the average utilization rate for the nine months ended September 30, 2005, was 90% compared to 89% in the prior year. If there is any increase in off-lease rates or deterioration in lease rates that are not offset by reductions in interest rates, there will be a negative impact on earnings and cash flows from operations.

At September 30, 2005, notes payable consist of loans totaling $391.5 million payable over periods of two months to 25 years with interest rates varying between approximately 5.1% and 9.9% (excluding the effect of the Company’s interest rate derivative contracts). The interest rates on the variable rate debt include one-month LIBOR at September 30, 2005 of 3.86%. The significant facilities are described below.

At September 30, 2005, the Company had a $148.5 million revolving credit facility to finance the acquisition of aircraft engines for lease as well as for general working capital purposes. As of September 30, 2005, $15.5 million was available under this facility. The facility matures in May 2007. The interest rate on this facility at September 30, 2005, was one-month LIBOR plus 2.25%. Under the revolver facility, all subsidiaries except WLFC-AC1, WEST and, previously, Willis Engine Funding LLC (“WEF”), jointly and severally guarantee payment and performance of the terms of the loan agreement. The maximum guarantee is $148.5 million plus any accrued and unpaid interest, fees or reimbursements but is limited at any given time to the sum of the principal outstanding plus accrued interest and fees.

On August 9, 2005, the Company closed an Asset Backed Securitization (“ABS”) through a newly created, bankruptcy remote, Delaware Statutory Trust, Willis Engine Securitization Trust (“WEST”). WEST issued and sold $228.3 million of term notes and approximately $114 million of warehouse notes. The warehouse notes allow for revolving borrowings during a two-year term, after which it is expected that they will be converted to term notes of WEST. The assets and liabilities of WEST will remain on the Company’s balance sheet at historical carrying value. The net proceeds of the term notes issued by WEST were used primarily to repay the obligations under the Company’s previous warehouse facility, which was terminated. As a result of this transaction the Company will write off approximately $1.4 million of unamortized capitalized costs associated with the previous facility.

At September 30, 2005, the Company had $225.4 million of WEST term notes and $3.6 million of WEST warehouse notes. The term notes are divided into $197.4 million Series A1 notes and $28.0 million Series B1 notes. The warehouse notes are divided

into $3.2 million Series A2 notes and $0.4 million Series B2 notes. The assets of WEST, WEST Engine Funding and any associated owner trust are not available to satisfy the obligations of the Company or any of its affiliates. WEST is consolidated for financial statement presentation purposes. At September 30, 2005, interest on the Series A1 notes and Series A2 notes is one-month LIBOR plus a margin of 1.25% and 1.50%, respectively. At September 30, 2005, interest on the Series B1 notes and the Series B2 notes is one-month LIBOR plus a margin of 3.00% and a supplemental margin of 3.00%, for a total margin of 6%.

At September 30, 2005, the Company had warehouse and revolving credit facilities totaling approximately $262.1 million compared to $364.5 million at December 31, 2004. At September 30, 2005, and December 31, 2004, respectively, approximately $125.4 million and $31.5 million was available under these combined facilities.

The term loan facility of $4.7 million, available to a wholly-owned consolidated subsidiary of the Company, WLFC-AC1 Inc., for the financing of jet aircraft engines had a five-year term and final maturity of June 29, 2005. The loan was extended 60 days and paid in full on August 29, 2005.

Approximately $378.7 million of the above debt is subject to the Company continuing to comply with the covenants of each financing, including debt/equity ratios, minimum tangible net worth and minimum interest coverage ratios, and other eligibility criteria including customer and geographic concentration restrictions. In addition, the Company can typically borrow between 80% to 83% of an engine purchase and between 50% to 80% of an aircraft or spare parts purchase under these facilities, so the Company must have other available funds for the balance of the purchase price of any new equipment to be purchased or it will not be permitted to draw on these facilities. The facilities are also cross-defaulted. If the Company does not comply with the covenants or eligibility requirements, the Company may not be permitted to borrow additional funds and accelerated payments may become necessary. Additionally, debt is secured by engines on lease to customers and to the extent that engines are returned from lease early or are sold, repayment of that portion of the debt could be accelerated. The Company was in compliance with all covenants at September 30, 2005, except trailing four-quarter interest coverage due to the write-off of fees of approximately $1.4 million associated with the warehouse facility paid off with the proceeds of the WEST transaction in August 2005. A waiver of this covenant was obtained from the respective banks.

In addition, on October 24, 2005, the Audit Committee of the Company’s Board of Directors determined that the Company should restate its previously issued consolidated financial statements for each of the years in the three-year period ended December 31, 2004, and the condensed consolidated interim financial statements for the three-month periods ended March 31, 2005 and 2004, and the three- and six-month periods ended June 30, 2005 and 2004 due to documentation deficiencies related to accounting for interest rate derivative contracts under SFAS 133. As a result of this announced restatement the Company was not able to file this Quarterly Report on Form 10-Q when it became due and was not in compliance with several of its bank agreements which require that the Company deliver financial statements in a timely manner prepared in accordance with generally accepted accounting principals. A waiver from each of the affected banks has been obtained.

The Company has a commitment to purchase, during the remainder of 2005, one engine and other engine-related equipment totaling approximately $7.6 million.

The Company believes its equity base, internally generated funds and existing debt facilities are sufficient to maintain the Company’s level of operations through 2005. A decline in the level of internally generated funds, such as could result if off-lease rates increase or there is a decrease in availability under the Company’s existing debt facilities, would impair the Company’s ability to sustain its level of operations. The Company is discussing additions to its capital base with its commercial and investment banks. If the Company is not able to access additional capital, its ability to continue to grow its asset base consistent with historical trends will be impaired and its future growth limited to that which can be funded from internally generated capital.

Management of Interest Rate Exposure

At September 30, 2005, $383.8 million of the Company’s borrowings were on a variable rate basis tied to one-month LIBOR. The Company’s equipment leases are generally structured at fixed rental rates for specified terms. Increases in interest rates could narrow or eliminate the spread, or result in a negative spread, between the rental revenue the Company realizes under its leases and the interest rate that the Company pays under its borrowings.

To mitigate exposure to interest rate changes, the Company has entered into interest rate swap agreements, which have notional outstanding amounts of $139.0 million, with remaining terms of between 18 and 59 months and fixed rates of between 2.52% and 4.74%. The Company has also purchased an interest rate cap with a notional amount of $10.0 million, a remaining term of 7 months, and the rate capped at 5.0%.

The Company will be exposed to risk in the event of non-performance of the interest rate derivative contract counter-parties.

Related Party and Similar Transactions

The Company occasionally sells engines to and purchases materials from avioserv, the successor to a former subsidiary of the Company and a current subsidiary of T Group America. T Group America is owned by T Group (f/k/a SR Technics Group), an entity that is related to FlightTechnics LLC, which holds 14% of the Company’s common stock. No purchase or sale transactions occurred in the nine months ended September 30, 2005 and 2004, respectively. The Company also leases office space from avioserv with the lease term expiring October 31, 2008. W. William Coon, Jr., a director of the Company, is a director of Flight Technics, LLC and T Group America. He is also Chairman of the Board of Directors of avioserv.

Gavarnie Holding, LLC, a Delaware Limited Liability Company (“Gavarnie”) owned by Charles F. Willis, IV, purchased the stock of Aloha IslandAir, Inc., a Delaware Corporation, (“IslandAir”) from Aloha AirGroup, Inc. (“Aloha”) on May 11, 2004. Charles F. Willis, IV is the President, CEO and Chairman of the Board of Directors of the Company and owns approximately 32% of the Company’s stock as of September 30, 2005. IslandAir leases five DeHaviland DHC-8-100 aircraft from the Company, under non-cancelable leases which generate lease revenue of approximately $2.5 million per year and have a net book value of approximately $14.5 million, for remaining periods of between one and three years. IslandAir’s obligations under four of these leases are guaranteed by Aloha. However, Aloha has recently filed for reorganization under Chapter 11 of the Bankruptcy Code and the Company expects Aloha’s obligations under the guarantees to be discharged in this proceeding. Gavarnie is required to indemnify Aloha if a claim is made against Aloha in respect of its guarantees of IslandAir’s leases from the Company. The five leases are still performing and, as of September 30, 2005, the lessee is current on all obligations and no provision has been made for any loss.

The Company entered into a Consignment Agreement dated April 30, 2004 with Avsets.com, Inc. to sell parts from a disassembled engine. J.T. Power LLC (“J.T. Power”) has agreed to market these parts on behalf of Avsets.com, Inc. and also shares office space with Avsets.com, Inc. J.T. Power is an entity whose majority shareholder, Austin Willis, is the son of the President and Chief Executive Officer of the Company, and directly and indirectly, a shareholder of the Company. There is no remaining book value for the parts consigned to Avsets.com as of September 30, 2005.

Sichuan Snecma Aero-Engine Maintenance Co. Ltd. entered into a short-term engine lease agreement with the Company in March 2005. In August 2005, the lease was terminated. The Company holds a 7% interest in this joint venture.

Factors That May Affect Future Results

Except for historical information contained herein, the discussion in this report contains forward-looking statements that involve risks and uncertainties, such as statements of the Company’s plans, objectives, expectations and intentions. Forward-looking statements give the Company’s expectations about the future and are not guarantees. Forward-looking statements speak only as of the date they are made, and the Company does not undertake any obligation to update them to reflect changes that occur after that date. The Company’s actual results could differ materially from those discussed herein. Factors that could cause or contribute to such differences include those discussed below. The cautionary statements made in this report should be read as being applicable to all related forward-looking statements wherever they appear in this report or in other written or oral statements made by the Company.

The business in which the Company is engaged is capital intensive. Accordingly, the Company’s ability to successfully execute its business strategy and to sustain its operations is dependent, in large part, on the availability of debt and equity capital. There can be no assurance that the necessary amount of capital will continue to be available to the Company on favorable terms or at all. The Company’s inability to obtain sufficient capital, or to renew its credit facilities could result in increased funding costs and would limit the Company’s ability to: (i) add new equipment to its portfolio, (ii) fund its working capital needs, and (iii) finance possible future acquisitions. The Company’s inability to obtain sufficient capital would have a material adverse effect on the Company’s business, financial condition and/or results of operations.

The Company retains title to the equipment that it leases to third parties. Upon termination of a lease, the Company seeks to re-lease or sell the equipment. The Company also engages in the selective purchase and resale of aircraft engines. On occasion, the Company purchases engines without having a firm commitment for their lease or sale. Numerous factors, many of which are beyond the Company’s control, may have an impact on the Company’s ability to re-lease or sell equipment on a timely basis, including the following: (i) general market conditions, (ii) the condition of the equipment upon termination of the lease, (iii) the maintenance services performed during the lease term and, as applicable, the number of hours remaining until the next major maintenance is required, (iv) regulatory changes (particularly those imposing environmental, maintenance and other requirements on the operation of aircraft engines), (v) changes in the supply of, or demand for, or cost of aircraft engines, and (vi) technological developments. There is no assurance that the Company will be able to re-lease or sell equipment on a timely basis or on favorable terms. The failure to re-lease or sell aircraft equipment on a timely basis or on favorable terms could have a material adverse effect on the Company’s business, financial condition and/or results of operations.

The Company experiences fluctuations in its operating results. Such fluctuations may be due to a number of factors, including: (i) general economic conditions, (ii) the timing of sales of engines, (iii) financial difficulties experienced by airlines, (iv) interest rates, (v) downturns in the air transportation industry, including the effect of changes in fuel prices, (vi) unanticipated early lease termination or a default by a lessee, (vii) the timing of engine acquisitions, (viii) engine marketing activities, (ix) fluctuations in market prices for the Company’s assets, (x) downward pressure on lease rates, and (xi) terrorism and geo-political risks. The Company anticipates that fluctuations from period to period will continue in the future. As a result, the Company believes that comparisons to results of operations for preceding periods are not necessarily meaningful and that results of prior periods should not be relied upon as an indication of future performance.

A lessee may default in performance of its lease obligations and the Company may be unable to enforce its remedies under a lease. The Company’s inability to collect receivables due under a lease or to repossess aircraft equipment in the event of a default by a lessee could have a material adverse effect on the Company’s business, financial condition and/or results of operations. Various airlines have experienced financial difficulties in the recent past, certain airlines have filed for bankruptcy, and a number of such airlines have ceased operations. In the United States when a debtor seeks protection under Chapter 11 of Title 11 of the United States Code (the Bankruptcy Code), creditors are automatically stayed from enforcing their rights. In the case of United States certificated airlines, Section 1110 of the Bankruptcy Code provides certain relief to lessors of aircraft equipment. The scope of Section 1110 has been the subject of significant litigation and there is no assurance that the provisions of Section 1110 will protect the Company’s investment in an aircraft, aircraft engines or parts in the event of a lessee’s bankruptcy. In addition, Section 1110 does not apply to lessees located outside of the United States and applicable foreign laws may not provide comparable protection. Leases of spare parts may involve additional risks. For example, it is likely to be more difficult to recover parts in the event of a lessee default and the residual value of parts may be less ascertainable than an engine.

The Company’s leases are generally structured at fixed rental rates for specified terms while a majority of the Company’s borrowings are at floating rates. Increases in interest rates could narrow or eliminate the spread, or result in a negative spread, between the rental revenue the Company realizes under its leases and the interest rate the Company pays under its borrowings, and have a material adverse effect on the Company’s business, financial condition and/or results of operations.

For the nine months ended September 30, 2005, 83% of the Company’s lease revenue was generated by leases to foreign customers. Such international leases may present greater risks to the Company because certain foreign laws, regulations and judicial procedures may not be as protective of lessor rights as those which apply in the United States. All leases require payment in United States (U.S.) dollars. If these lessees’ currency devalues against the U.S. dollar, the lessees could potentially encounter difficulty in making the U.S. dollar denominated payment. The Company is also subject to the timing and access to courts and the remedies local laws impose in order to collect its lease payments and recover its assets. In addition, political instability abroad and changes in international policy also present risk of expropriation of the Company’s leased engines. Furthermore, many foreign countries have currency and exchange laws regulating the international transfer of currencies which may impede or prevent payment from being made.

There is no assurance that the Company will be able to effectively manage the potential expansion of its operations, or that the Company’s systems, procedures or controls will be adequate to support the Company’s operations, in which event the Company’s business, financial condition and/or results of operations could be adversely affected. The Company may also acquire businesses that would complement or expand the Company’s existing businesses. Any acquisition or expansion made by the Company may result in one or more of the following events: (i) the incurrence of additional debt, (ii) future charges to earnings related to the impairment of goodwill and other intangible assets, (iii) difficulties in the assimilation of operations, services, products and personnel, (iv) an inability to sustain or improve historical revenue and earnings levels, (v) diversion of management’s attention from ongoing business operations, and (vi) potential loss of key employees. Any of the foregoing factors could have a material adverse effect on the Company’s business, financial condition and/or results of operations.

The markets for the Company’s products and services are extremely competitive, and the Company faces competition from a number of sources. These include aircraft, engine and aircraft parts manufacturers, aircraft and aircraft engine lessors, and airline and

aircraft service and repair companies. Certain of the Company’s competitors have substantially greater resources than the Company, including greater name recognition, a broader range of equipment, complementary lines of business and greater financial, marketing and other resources. In addition, equipment manufacturers, and other aviation aftermarket suppliers may vertically integrate into the markets that the Company serves, thereby significantly increasing industry competition. There can be no assurance that competitive pressures will not materially and adversely affect the Company’s business, financial condition and/or results of operations.

The Company’s leasing activities generate significant depreciation allowances that provide the Company with substantial tax benefits on an ongoing basis. In addition, the Company’s lessees enjoy favorable accounting and tax treatment by entering into operating leases. The Company also benefits from the Extraterritorial Income Exclusion regulations which significantly reduce the Company’s effective tax rate. As a result of recent legislation this benefit is being phased out in 2005 and 2006 and will no longer be available after 2006. As a result the Company’s effective tax rate will increase. Other changes to tax laws or accounting principles that make operating lease financing less attractive or affect the Company’s recognition of revenue or expense could have a material impact on the Company’s business, financial condition and/or results of operations.

As a public company, Willis Lease is subject to certain regulatory requirements including, but not limited to, compliance with Section 404 of the Sarbanes-Oxley Act of 2002. Such compliance results in significant additional costs to the Company both directly, through increased audit and consulting fees, and indirectly, through the time required by management to address the regulations. However, the SEC has recently delayed the implementation date of Section 404 for non-accelerated filers such as the Company until 2007. Such costs will likely have an adverse effect on the Company’s business, financial condition and/or results of operations.

In September 2004, the Company acquired a Canadair Challenger 601-1A aircraft for general corporate purposes and for charter to third parties. The Company expects that annual ownership and operating costs, net of charter revenues, if any, that may reduce overall costs, will be approximately $2.0 million for the year ended December 31, 2005, maintenance and repair expense.

The Company obtains a substantial portion of its engines and aircraft from airlines, overhaul facilities and other suppliers. There is no organized market for engines and aircraft. The Company relies on its representatives, advertisements and its reputation in order to generate opportunities to purchase such equipment. The market for bulk sales of engines and aircraft is highly competitive, in some instances involving a bidding process. While the Company has been able to purchase engines and aircraft in this manner successfully in the past, there is no assurance that engines and aircraft will be available on acceptable terms or that the Company will continue to compete effectively in the purchase of such equipment.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

The Company’s primary market risk exposure is that of interest rate risk. A change in one-month LIBOR, or cost of funds based on commercial paper market rates, would affect the rate at which the Company borrows funds under its various borrowing facilities. Increases in interest rates to the Company, which may cause the Company to raise the implicit rates charged to its customers, could result in a reduction in demand for the Company’s leases. Approximately $383.8 million of the Company’s credit facilities are variable rate debt. The Company estimates a one percent and two percent increase or decrease in the Company’s variable rate debt would result in an increase or decrease (including derivative contracts), in interest expense of $2.4 million and $4.9 million per annum, respectively.

The Company hedges a portion of its borrowings, effectively fixing the rate of these borrowings (refer to “Management of Interest Rate Exposure” for more details of the Company’s hedging arrangements and Note 6 for its accounting treatment). Such hedging activities may limit the Company’s ability to participate in the benefits of any decrease in interest rates, but may also protect the Company from increases in interest rates. Other financial assets and liabilities are at fixed rates.

The Company is also exposed to currency devaluation risk. During the nine-month period ended September 30, 2005, 83% of the Company’s total lease revenues came from non-United States domiciled lessees. All of the leases require payment in United States (U.S.) dollars. If these lessees’ currency devalues against the U.S. dollar, the lessees could potentially encounter difficulty in making the U.S. dollar denominated lease payments.

Item 4. Controls and Procedures

(a) Evaluation of disclosure controls and procedures. As of the end of the period covered by this report, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures pursuant to Exchange Act Rule 13a-14. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures are not effective in alerting them, on a timely basis, to material information relating to the Company (including its consolidated subsidiaries) required to be included in the Company’s periodic reports.

On July 13, 2005, the Company announced that it was restating its consolidated balance sheets and statements of cash flows for the years ended December 31, 2004, 2003 and 2002, and the quarter ended March 31, 2005 and 2004. As a result of a normal periodic review of the financial reports of the Company by the Staff of the SEC and discussions with the Staff of the SEC, the Company concluded that cash that is restricted in connection with the Company’s borrowings should be presented separately as restricted cash. The Company determined that the inclusion of restricted cash in the line item on the balance sheet, “cash and cash equivalents” had not been routinely reviewed for appropriateness. Even though the amounts were disclosed in the description of the line item, they should have been classified as a separate line item.

As a result of the restatement of its consolidated balance sheets and statements of cash flows, the Company, including the Company’s Chief Executive Officer and Chief Financial Officer determined that there was a material weakness in its internal control over financial reporting as of December 31, 2004. To prevent future misstatements of a similar nature, the Company changed the internal control over financial reporting by implementing expanded procedures including completion of a financial reporting checklist to ensure compliance with current reporting standards and accounting pronouncements issued since the end of the previous reporting period. As of September 30, 2005, management believes this material weakness has been remediated.

On October 28, 2005, the Company announced that it was restating its 2004, 2003 and 2002 consolidated balance sheets, statements of income, statements of shareholders’ equity, and statements of cash flows to address the Company’s inappropriate accounting for derivative related transactions. It also was restating the financial results for the first two quarters of 2005. The Company enters into derivative instruments (swaps and caps) to hedge its interest rate exposure. Certain deficiencies have been identified in the Company’s derivative documentation.

• The Company had designated its swap and cap derivatives as cash flow hedges of its interest payments on its variable rate debt. It was determined that the documentation related to these derivative contracts was insufficient to meet the documentation criteria under SFAS 133 and as a result that the Company could not apply hedge accounting to the transactions.

• A portion of the Company’s interest payments were based on commercial paper rates. The Company erroneously tested the effectiveness of the related derivative contracts using one-month LIBOR instead of data that would have included both the interest rate risk and credit risk of the issuer of the commercial paper.

As a result of the restatement, the Company, including the Company’s Chief Executive officer and Chief Financial Officer, determined that there was a material weakness in its internal control over financial reporting. The Company did not maintain effective controls over the documentation of derivative transactions since the implementation of SFAS 133 in 2001.

To present future misstatements of a similar nature, after the period end the Company changed the internal control over its derivative documentation by implementing expanded procedures including the completion of a derivative accounting checklist to ensure compliance with current derivative documentation and accounting standards and accounting pronouncements issued since the end of the previous period.

As a result of the documentation deficiencies discussed above which were discovered in October 2005, the Company’s Chief Executive Officer and Chief Financial Officer determined that the disclosure controls and procedures as of the end of the period were not effective.

(b) Changes in internal controls. During the quarter ended September 30, 2005, there were no changes in the Company’s internal controls or in other factors that could affect the controls since the date of the last evaluation of internal controls as reported in the Form 10-Q for the quarter ended June 30, 2005.

Item 6. Exhibits

EXHIBITS

Exhibit Number		Description

3.1		Certificate of Incorporation, dated March 12, 1998 together with Certificate of Amendment of Certificate of Incorporation, dated May 6, 1998 (incorporated by reference to Exhibits 4.01 and 4.02 on Form 8-K filed on June 23, 1998).

3.2		Bylaws, dated April 18, 2001 (incorporated by reference to Exhibit 3.2 on Form 10-K filed on March 31, 2005).

3.3		Amendment to Bylaws, dated November 13, 2001 (incorporated by reference to Exhibit 3.3 on Form 10-K filed on March 31, 2005).

4.1		Specimen of Common Stock Certificate. Incorporated by reference to Exhibit 4.1 of the Company’s report on Form 10-Q for the quarter ended June 30, 1998.

4.2		Rights Agreement dated September 24, 1999, by and between the Company and American Stock Transfer and Trust Company, as Rights Agent. Incorporated by reference to Exhibit 4.1 of the Company’s report on Form 8-K filed on October 4, 1999.

4.3		First Amendment to Rights Agreement, dated as of November 30, 2000, by and between the Company and American Stock Transfer and Trust Company. Incorporated by reference to Exhibit 10.1 of the Company’s report on Form 8-K filed December 15, 2000.

10.1		Form of Indemnification Agreement entered into between the Company and its directors and officers (incorporated by reference to Exhibit 10.3 to Registration Statement No. 333-5126-LA filed on June 21, 1996).

10.2		Stockholders’ Agreement, dated as of November 7, 2000, by and among the Company, Charles F. Willis, IV, CFW Partners, L.P., Austin Chandler Willis 1995 Irrevocable Trust and FlightTechnics LLC (incorporated by reference to Exhibit 10.8 on Form 8-K filed on November 13, 2000).

10.3		The Company’s 1996 Stock Option/Stock Issuance Plan, as amended and restated as of March 30, 2001 (incorporated by reference to Exhibit A of the Company’s Proxy Statement filed on April 27, 2001).

10.4		The Company’s 1996 Stock Option/Stock Issuance Plan, as amended and restated as of March 1, 2003 (incorporated by reference to Exhibit 99.1 of the Company’s Form S-8 filed on September 26, 2003).

10.5		Employment Agreement between the Company and Charles F. Willis IV dated November 7, 2000 (incorporated by reference to Exhibit 10.2 of the Company’s report on Form 10-K for the year ended December 31, 2000).

10.6		Employment Agreement between the Company and Donald A. Nunemaker dated November 21, 2000 (incorporated by reference to Exhibit 10.3 of the Company’s report on Form 10-K for the year ended December 31, 2000).

10.7		Employment contract between the Company and Monica J. Burke dated June 21, 2002 (incorporated by reference to Exhibit 10.5 to the Company’s report on Form 10-Q for the quarter ended June 30, 2002).

10.8		Independent Contractor Agreement between the Company and Hans Joerg Hunziker dated September 13, 2002 (incorporated by reference to Exhibit 10.34 to the Company’s report on Form 10-Q for the quarter ended September 30, 2002).

10.9		Employment letter between the Company and Thomas C. Nord dated June 11, 2003 (incorporated by reference to Exhibit 10.38 to the Company’s report on Form 10-K for the year ended December 31, 2003).

10.10		The Company’s Deferred Compensation Plan Effective as of July 1, 2001 (incorporated by reference to Exhibit 10.45 to the Company’s report on Form 10-K/A for the year ended December 31, 2004).

Exhibit Number		Description

10.11		Eighth Amendment to the Note Purchase Agreement, dated as of May 3, 2002, by and among the Company, WLFC Funding Corporation and Variable Funding Capital Corporation (incorporated by reference to Exhibit 10.24 to the Company’s report on Form 10-Q for the quarter ended June 30, 2002).

10.12		Class A Note Purchase Agreement among Willis Engine Funding LLC, the Company, Sheffield Receivables Corporation and Barclay’s Bank PLC dated as of September 12, 2002 (incorporated by reference to Exhibit 10.29 to the Company’s report on Form 10-Q for the quarter ended September 30, 2002).

10.13		Class B Note Purchase Agreement among Willis Engine Funding LLC, the Company, Fortis Bank (Nederland) N.V., and Barclay’s Bank PLC dated as of September 12, 2002 (incorporated by reference to Exhibit 10.30 to the Company’s report on Form 10-Q for the quarter ended September 30, 2002).

10.14		Custodial Agreement by and among BNY Midwest Trust Company, Willis Engine Funding LLC, the Company, The Bank of New York and Barclay’s Bank PLC dated as of September 12, 2002 (incorporated by reference to Exhibit 10.32 to the Company’s report on Form 10-Q for the quarter ended September 30, 2002).

10.15*		Amended and Restated Contribution and Sale Agreement between the Company and Willis Engine Funding LLC dated as of December 13, 2002 (incorporated by reference to Exhibit 10.27 to the Company’s report on Form 10-K for the year ended December 31, 2002).

10.16*		Amended and Restated Series 2002-1 Supplement between Willis Engine Funding LLC and The Bank of New York dated as of December 13, 2002 (incorporated by reference to Exhibit 10.28 to the Company’s report on Form 10-K for the year ended December 31, 2002).

10.17		Amended and Restated Guaranty between the Company, Barclays Bank PLC and Fortis Bank (Nederland) N.V. dated as of December 13, 2002 (incorporated by reference to Exhibit 10.29 to the Company’s report on Form 10-K for the year ended December 31, 2002).

10.18*		Amended and Restated Administration Agreement among Willis Engine Funding LLC, the Company, Barclays Bank PLC and The Bank of New York dated as of December 13, 2002 (incorporated by reference to Exhibit 10.30 to the Company’s report on Form 10-K for the year ended December 31, 2002).

10.19		Amended and Restated Subclass A-1 Note Purchase Agreement among Willis Engine Funding LLC, the Company, Sheffield Receivables Corporation and Barclays Bank PLC dated as of December 13, 2002 (incorporated by reference to Exhibit 10.31 to the Company’s report on Form 10-K for the year ended December 31, 2002).

10.20		Subclass A-2 Note Purchase Agreement among Willis Engine Funding LLC, the Company, Sheffield Receivables Corporation and Barclays Bank PLC dated as of December 13, 2002 (incorporated by reference to Exhibit 10.32 to the Company’s report on Form 10-K for the year ended December 31, 2002).

10.21		Amended and Restated Subclass B-1 Note Purchase Agreement among Willis Engine Funding LLC, the Company, Fortis Bank (Nederland) N.V. and Barclays Bank PLC dated as of December 13, 2002 (incorporated by reference to Exhibit 10.33 to the Company’s report on Form 10-K for the year ended December 31, 2002).

10.22		Subclass B-2 Note Purchase Agreement among Willis Engine Funding LLC, the Company and Barclays Bank PLC dated as of December 13, 2002 (incorporated by reference to Exhibit 10.34 to the Company’s report on Form 10-K for the year ended December 31, 2002).

10.23		Amended and Restated Indenture between Willis Engine Funding LLC, and The Bank of New York dated as of December 13, 2002 (incorporated by reference to Exhibit 10.35 to the Company’s report on Form 10-K for the year ended December 31, 2002).

10.24		Amended and Restated Servicing Agreement between the Company and Willis Engine Funding LLC dated as of December 13, 2002 (incorporated by reference to Exhibit 10.36 to the Company’s report on Form 10-K for the year ended December 31, 2002).

10.25*		First Supplemental Indenture between Willis Engine Funding LLC and the Bank of New York dated October 10, 2003 (incorporated by reference to Exhibit 10.33 to the Company’s report on Form 10-Q for the quarter ended September 30, 2003).

Exhibit Number		Description

10.26*		First Amendment to Series Supplement between Willis Engine Funding LLC and the Bank of New York dated October 10, 2003. Incorporated by reference to Exhibit 10.34 to the Company’s report on Form 10-Q for the quarter ended September 30, 2003.

10.27		Amendment No. 1 to Note Purchase Agreements between Willis Lease Finance Corporation, Willis Engine Funding LLC, Sheffield Receivables Corporation, Fortis Bank (Nederland) N.V., and Barclays Bank plc dated October 10, 2003 (incorporated by reference to Exhibit 10.35 to the Company’s report on Form 10-Q for the quarter ended September 30, 2003).

10.28*		Amended and Restated Credit Agreement, dated as of June 29, 2004 among Willis Lease Finance Corporation, and Certain Banking Institutions Named Herein with National City Bank and Fortis Bank (Nederland) N.V. (incorporated by reference to Exhibit 10.39 of the Company’s Form 10-Q for the quarter ended June 30, 2004).

10.29		First Amendment to Amended and Restated Credit Agreement dated as of September 24, 2004 among the Company, National City Bank, Fortis Bank (Nederland) N.V. and CDC Finance — CDC IXIS (incorporated by reference to Exhibit 10.41 of the Company’s Form 10-Q for the quarter ended September 30, 2004).

10.30		Letter Agreement dated September 30, 2004 between the Company, Willis Engine Funding LLC, The Bank of New York, Sheffield Receivables Corporation, Barclays Bank PLC and Fortis Bank (Nederland) N.V. to extend the Company’s warehouse facility (incorporated by reference to Exhibit 10.42 of the Company’ Form 10-Q for the quarter ended September 30, 2004).

10.31		Loan and Aircraft Security Agreement dated October 29, 2004 between Fleet Capital Corporation and Willis Lease Finance Corporation (incorporated by reference to Exhibit 10.42 of the Company’s report in Form 10-K for the year ended December 31, 2004).

10.32		Second Amendment to Amended and Restated Credit Agreement dated as of December 9, 2004 among Willis Lease Finance Corporation, National City Bank, Certain Named Banking Institutions and Fortis Bank (Nederland) N.V. (incorporated by reference to Exhibit 10.43 of the Company’s report in Form 10-K for the year ended December 31, 2004).

10.33		Amendment No. 1 to Loan and Aircraft Security Agreement dated as of December 9, 2004 between Fleet Capital Corporation and Willis Lease Finance Corporation (incorporated by reference to Exhibit 10.44 of the Company’s report in Form 10-K for the year ended December 31, 2004).

10.34*		Asset Transfer Agreement, dated as of August 9, 2005, among the Company, Willis Engine Securitization Trust, and WEST Engine Funding LLC.

10.35		Series A1 Note Purchase Agreement, dated as of July 28, 2005, among the Company, Willis Engine Securitization Trust, UBS Securities LLC and UBS Limited.

10.36		Series 2005 B1 Note Purchase Agreement, dated as of August 9, 2005, among the Company, Willis Engine Securitization Trust, Fortis Capital and HSH Nordbank AG.

10.37*		Series A2 Note Purchase Agreement, dated as of August 9, 2005, among the Company, Willis Engine Securitization Trust, Fortis Capital and HSH Nordbank AG.

10.38*		Series B2 Note Purchase Agreement, dated as of August 9, 2005 among the Company, Willis Engine Securitization Trust, Fortis Capital and HSH Nordbank AG.

10.39*		Indenture, dated August 9, 2005, by and between Willis Engine Securitization Trust and Deutsche Bank Trust Company Americas.

10.40		Series A1 Indenture Supplement, dated August 9, 2005, by and between Willis Engine Securitization Trust and Deutsche Bank Trust Company Americas.

10.41		Series B1 Indenture Supplement, dated August 9, 2005, by and between Willis Engine Securitization Trust and Deutsche Bank Trust Company Americas.

Exhibit Number		Description

10.42*		Series A2 Indenture Supplement, dated August 9, 2005, by and between Willis Engine Securitization Trust and Deutsche Bank Trust Company Americas.

10.43*		Series B2 Indenture Supplement, dated August 9, 2005, by and between Willis Engine Securitization Trust and Deutsche Bank Trust Company Americas.

10.44		Servicing Agreement, dated as of August 9, 2005, among the Company, Willis Engine Securitization Trust, WEST Engine Funding and 59 engine owning trusts named therein.

10.45		Administrative Agency Agreement, dated as of August 9, 2005, among the Company, Willis Engine Securitization Trust, WEST Engine Funding and 59 engine owning trusts named therein.

11.1		Statement regarding computation of per share earnings.

31.1		Certification of Charles F. Willis, IV pursuant to Section 1350 as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2		Certification of Monica J. Burke pursuant to Section 1350 as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32		Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

* Portions of these exhibits have been omitted pursuant to a request for confidential treatment and the redacted material has been filed separately with the Commission.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: November 23, 2005


	Willis Lease Finance Corporation


	By:	/s/ Monica J. Burke

		Monica J. Burke
		Chief Financial Officer

EX-10.34 2 a05-18192_4ex10d34.htm MATERIAL CONTRACTS

Exhibit 10.34

EXECUTION COPY

REDACTED COPY

Portions of this Exhibit 10.34 have been omitted pursuant to a confidential treatment request. The omitted material has been filed separately with the Securities and Exchange Commission.

ASSET TRANSFER AGREEMENT

Among

WILLIS LEASE FINANCE CORPORATION,

WILLIS ENGINE SECURITIZATION TRUST,

and

WEST ENGINE FUNDING LLC

Dated as of

August 9, 2005

Table of Contents

ARTICLE I DEFINITIONS

Section 1.01.	Definitions

ARTICLE II TRANSFER OF ASSETS

Section 2.01.	Transfer of WEST Funding Membership Interest
Section 2.02.	Transfer of Remaining Engines
Section 2.03.	Damage to Remaining Engines
Section 2.04.	Required Financing Statements
Section 2.05.	Security Agreement

ARTICLE III REPRESENTATIONS AND WARRANTIES

Section 3.01.	Representations and Warranties of the Seller
Section 3.02.	Representations and Warranties of WEST
Section 3.03.	Representations and Warranties of WEST Funding
Section 3.04.	Representations and Warranties of Seller as to Initial Engines

ARTICLE IV ADDITIONAL AGREEMENTS

Section 4.01.	Regulatory and Other Authorizations; Notices and Consents
Section 4.02.	Seller Covenants
Section 4.03.	Further Action.

ARTICLE V CONDITIONS PRECEDENT

Section 5.01.	Conditions to WEST’s Obligations
Section 5.02.	Conditions to the Seller’s Obligations

ARTICLE VI INDEMNIFICATION

Section 6.01.	Survival of Representations and Warranties
Section 6.02.	Indemnification by the Seller
Section 6.03.	Indemnification by WEST
Section 6.04.	Notice, Etc
Section 6.05.	Limits on Indemnification

ARTICLE VII WAIVER

Section 7.01.	Waiver

ARTICLE VIII MISCELLANEOUS PROVISIONS

Section 8.01.	Expenses
Section 8.02.	Notices
Section 8.03.	Headings
Section 8.04.	Severability
Section 8.05.	Entire Agreement
Section 8.06.	Assignment
Section 8.07.	No Third Party Beneficiaries
Section 8.08.	Amendment
Section 8.09.	Governing Law
Section 8.10.	Waiver of Jury Trial
Section 8.11.	Counterparts
Section 8.12.	Specific Performance

EXHIBIT A		Form of Engine Bill of Sale
EXHIBIT B		Form of Assignment of Equity Interest
EXHIBIT 3.01(j)		Initial Leases
EXHIBIT 3.01(k)		List of Initial Engines to Be Purchased on Initial Closing Date and List of Remaining Engines

ASSET TRANSFER AGREEMENT

THIS ASSET TRANSFER AGREEMENT, dated as of August 9, 2005 (this “Agreement”), is entered into by and among WILLIS LEASE FINANCE CORPORATION (the “Seller”), a Delaware corporation, WILLIS ENGINE SECURITIZATION TRUST (“WEST”), a Delaware statutory trust, and WEST ENGINE FUNDING LLC, a Delaware limited liability company (the name of which is to be changed on or prior to the Initial Closing Date from Willis Engine Funding LLC to WEST Engine Funding LLC, “WEST Funding”).

W I T N E S S E T H:

WHEREAS, the Seller wishes to transfer and contribute to WEST on the Initial Closing Date all of its right, title and interest in the WEST Funding Membership Interest as a sale and contribution to and for the benefit of WEST, in consideration for the issuance by WEST of the Beneficial Interest Certificates in WEST pursuant to the Trust Agreement and the payment and distribution by WEST to the Seller of the cash portion of the WEST Funding Purchase Price pursuant to this Agreement;

WHEREAS, during the Delivery Period, the Seller is expected to transfer and convey to WEST, as a sale and contribution to and for the benefit of WEST (which WEST will simultaneously transfer and convey to WEST Funding, as a sale and contribution to and for the benefit of WEST Funding), all of its right, title and interest in and to the Remaining Engines and the related Engine Assets in respect of each Remaining Engine, either directly to WEST or in an Engine Trust, the beneficial ownership of which is owned by the Seller, upon the terms and conditions hereinafter set forth, in each case for payment and distribution of the cash portion of the applicable Engine Purchase Price;

WHEREAS, WEST will collaterally assign the WEST Funding Membership Interest and its other assets to the Security Trustee, WEST Funding will collaterally assign its interests in the Engine Trusts and its other assets to the Security Trustee, and the Engine Trusts will collaterally assign their assets to the Security Trustee, in each case pursuant to the Security Trust Agreement, as collateral for the Notes to be issued from time to time pursuant to the terms of the Indenture and for the other obligations of WEST, WEST Funding and the Engine Trusts to the Secured Parties; and

WHEREAS, the Seller, WEST and WEST Funding agree that all representations, warranties, covenants and agreements made by the Seller, WEST and WEST Funding herein shall be for the benefit of the Noteholders, the Security Trustee and the Indenture Trustee;

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

Section 1.01. Definitions. The terms used herein have the meaning assigned to them in this Section 1.01. Unless otherwise defined herein, all capitalized terms used but not defined herein have the meanings assigned to such terms in the Indenture.

“Action” means any claim, action, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental Authority.

“Assigned Property” has the meaning specified in Section 2.01.

“Assignment of Equity Interest” means, in respect of any direct or indirect transfer of an Engine Interest hereunder, an assignment of ownership interest in the applicable equity interest being transferred, substantially in the form of Exhibit B to this Agreement.

“Bankruptcy Code” means Title 11 of the United States Code (11 U.S.C. §§101 et seq.) as amended from time to time, and any successor statute.

“Beneficial Interest Certificates” has the meaning given to such term in the Trust Agreement.

“Business” means the business of owning Engines and leasing Engines to third-party lessees together with all other business which prior to the date hereof has been conducted by WEST Funding and the Engine Trusts.

“Cash Portion” means (i) with respect to the WEST Funding Purchase Price, the sum of the Allocated Amounts for the Engines indirectly owned by WEST Funding on the Initial Closing Date, and (ii) with respect to the Engine Purchase Price, the amount equal to (A) in the case of each Remaining Engine (other than the Third Remaining Engine), the Allocated Amount for each such Remaining Engine, and (B) in the case of the Third Remaining Engine, *** of the Initial Appraised Value of such Remaining Engine.

“Delivery Date” has the meaning, with respect to each Remaining Engine, given to such term in Section 2.02(b).

“Delivery Period” means the period beginning on the Initial Closing Date and ending on the sixtieth (60^th) day thereafter.

“Engine Assets” means, with respect to any Engine, all of the following: (a) the Maintenance Reserve Payment Balance for such Engine as of the Initial Closing Date or Delivery Date, as applicable, (b) any Lease of such Engine together with all related Lease Documents, (c) all Security Deposits in respect of such Lease on the Initial Closing Date or Delivery Date, as applicable, (d) any agreement or warranty relating to such Engine with or from (i) the manufacturer of such Engine or any part thereto, (ii) each predecessor owner (other than the manufacturer) of such Engine and each immediately succeeding owner up to and including the Seller or the Engine Trust owning such Engine, and (iii) each predecessor lessor of the Lease

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

of such Engine and each immediately succeeding lessor up to and including the Seller or the Engine Trust owning such Engine, as amended and supplemented through the Initial Closing Date or Delivery Date, as applicable, (e) all Engine Records and (f) all income payments and proceeds of the foregoing in connection with any substitution, release or disposition; provided that, in the case of an Engine (or the beneficial interest therein) transferred to WEST or WEST Funding pursuant to this Agreement, the Lease Payments applicable to the period prior and through the Initial Closing Date, Delivery Date or such other date as may be agreed to and between the parties hereto, as applicable, shall be retained by the Seller, and Lease Payments allocable to the period after the Initial Closing Date, Delivery Date or such other agreed upon date, as applicable, shall belong to WEST.

“Engine Bill of Sale” means a bill of sale in respect of an Engine, substantially in the form of Exhibit A hereto, executed and delivered by the Seller and WEST in accordance with the terms of this Agreement.

“Engine Interest” means, with respect to any Engine that is owned by an Engine Trust, the beneficial ownership interest in such Engine Trust. The acquisition or disposition of all of the Engine Interest with respect to an Engine Trust that holds an Engine constitutes, respectively, the acquisition or disposition of that Engine.

“Engine Purchase Price” means, with respect to a Remaining Engine conveyed by the Seller to WEST on a Delivery Date, the sum of (a) the Initial Appraised Value of such Remaining Engine being transferred, whether directly or by the transfer of an Engine Trust that owns such Remaining Engine, on the Delivery Date and (b) the net book value of the related Engine Assets on the Delivery Date.

“Engine Records” means, with respect to any Engine, all logs, technical data, manuals and maintenance and historical records and inspection reports relating to such Engine (including Engine records and documents as referred to in the relevant Lease).

“Engine” means a basic power jet propulsion engine assembly for an aircraft that is (i) stage III or later compliant, (ii) manufactured by an Approved Manufacturer, and (iii) (A) with respect to the Initial Closing Date, held in each Engine Trust beneficially owned by WEST Funding on the Initial Closing Date, and (B) with respect to each Delivery Date, the Remaining Engine held in each Engine Trust being transferred to WEST (which WEST will simultaneously transfer to WEST Funding for the benefit of WEST) on such Delivery Date.

“Evidence of Filing” has the meaning given to such term in Section 2.04(c) hereof.

“FAA” has the meaning given to such term in Section 2.04(a) hereof.

“Governmental Authority” means any of the following: (a) any federal, state, county, municipal or foreign government, or political subdivision thereof, (b) any governmental or quasi-governmental agency, authority, board, bureau, commission, department, instrumentality or public body, (c) any court or administrative tribunal or (d) with respect to any Person, any arbitration tribunal or other non-governmental authority to whose jurisdiction that Person has consented.

“Governmental Order” means any order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Authority.

“Indemnified Party” has the meaning given to such term in Section 6.04 hereof.

“Indemnifying Party” has the meaning given to such term in Section 6.04 hereof.

“Indenture” means the Indenture, dated as of August 9, 2005, between WEST and the Indenture Trustee, as the same may be amended, supplemented or otherwise modified.

“Initial Engines” means the Engines identified on Exhibit 3.01(k) hereto.

“Initial Leases” has the meaning given to such term in Section 3.01(j) hereof.

“Liabilities” means any and all debts, liabilities and obligations, whether accrued or fixed, absolute or contingent, matured or unmatured or determined or determinable, including, without limitation, those arising under any Applicable Law, Action or Governmental Order and those arising under any contract, agreement, arrangement, commitment or undertaking.

“Loss” has the meaning given to such term in Section 6.02 hereof.

“Maintenance Reserve Payment Balance” means, in respect of any Engine as of the Initial Closing Date or Delivery Date, the amount of the Maintenance Reserve Payments related to such Engine held by the Seller on such date.

“Material Adverse Effect” means any circumstance, change in, or effect on the Business of WEST Funding or the Engine Trusts that, individually or in the aggregate with any other circumstances, changes in, or effects on, the Business of WEST Funding or the Engine Trusts: (a) is, or could be, materially adverse to the business, operations, assets or liabilities, employee relationships, customer or supplier relationships, prospects, results of operations or the condition (financial or otherwise) of WEST Funding or the Engine Trusts or (b) could adversely affect the ability of WEST or of WEST Funding or the Engine Trusts to operate or conduct the Business in the manner in which it is currently operated or conducted by the Seller and WEST Funding or the Engine Trusts.

“Material Contracts” has the meaning given to such term in Section 3.01(j) hereof.

“Prior Mortgage” means, with respect to an Initial Engine, the mortgage and security agreement or any other similar agreement related to such Initial Engine, filed with the FAA pursuant to which a security interest to such Initial Engine was granted prior to the Initial Closing Date or Delivery Date, as applicable.

“Remaining Engines” means each Initial Engine that is not owned by WEST Funding on the Initial Closing Date and identified as such on Exhibit 3.01(k) hereof.

“Seller Indemnified Party” means any of WEST, the Security Trustee, the Indenture Trustee, the Noteholders, any other party obligations owing to which are secured under or by the

Security Trust Agreement, and any of their respective successors and assigns, shareholders, subsidiaries, Affiliates, directors, servants, agents and employees.

“Solvent” means, when used with respect to any Person, that at the time of determination:

“Third Party Claims” has the meaning given to such term in Section 6.04 hereof.

“Third Remaining Engine” means the Remaining Engine identified as such on Exhibit 3.01(k) hereof.

“Transfer Documents” has the meaning given to such term in Section 6.01 hereof.

“UCC” has the meaning given to such term in Section 2.04(a) hereof.

“WEST Funding LLC Agreement” means the Amended and Restated Limited Liability Company Operating Agreement of WEST Funding, dated August 9, 2005.

“WEST Funding LLC Certificate” means the Restated Certificate of Formation of WEST Funding, as filed with the Secretary of State of Delaware on the Initial Closing Date.

“WEST Funding Membership Interest” means all of the issued and outstanding membership interests of WEST Funding.

“WEST Funding Purchase Price” means, with respect to the WEST Funding Membership Interest conveyed by the Seller to WEST on the Initial Closing Date, an amount equal to the sum of (i) the aggregate Initial Appraised Values of the Engines indirectly owned by WEST Funding on the Initial Closing Date and (ii) the net book value of the related Engine Assets held by WEST Funding and the Engine Trusts on the Initial Closing Date.

“WEST Indemnified Parties” has the meaning given to such term in Section 6.03 hereof.

ARTICLE II

TRANSFER OF ASSETS

Section 2.01. Transfer of WEST Funding Membership Interest. (a) Upon the terms and subject to the conditions of this Agreement and the Trust Agreement, on the Initial Closing Date, the Seller shall sell, transfer and contribute to WEST, and WEST shall acquire from the Seller,

all of the Seller’s right, title and interest in, to and under the WEST Funding Membership Interest (including without limitation all of WEST Funding’s interests in each WEST Group Member that is a direct or indirect subsidiary of WEST Funding and each Engine Asset owned by any such direct or indirect subsidiary), in each case free from any Encumbrance other than Permitted Encumbrances (all of the foregoing, collectively, the “Assigned Property”), as a capital contribution by the Seller to WEST valuing the WEST Funding Membership Interest at a purchase price equal to the WEST Funding Purchase Price, subject to the payment and distribution by WEST to the Seller of the Cash Portion of the WEST Funding Purchase Price. Effective on and as of the Initial Closing Date, and subject to the terms and conditions contained in this Agreement, WEST agrees to accept all ownership interests in, and the Seller shall cease to have any direct (as opposed to indirect, through its equity ownership of WEST) ownership interest in, the Assigned Property.

(b) Upon the terms and subject to the conditions of this Agreement, the sale, transfer and contribution of the WEST Funding Membership Interest contemplated by this Agreement shall take place at a closing to be held at the offices of Pillsbury Winthrop Shaw Pittman LLP, 1540 Broadway, New York, New York at 10:00 A.M. (New York time) on the Initial Closing Date.

(i) to WEST, an Assignment of Equity Interest in respect of the Seller’s interest in WEST Funding, together with a membership interest certificate evidencing the WEST Funding Membership Interest, duly issued and registered in the name of WEST;

(ii) to WEST, a receipt for the WEST Funding Purchase Price;

(iii) to the Indenture Trustee, the Maintenance Reserve Payment Balance and the Security Deposits allocable to the Engines indirectly owned by WEST Funding on the Initial Closing Date, for deposit in the Engine Reserve Account and Security Deposit Account, respectively (or, if such Security Deposit is not in cash but is in the form of a letter of credit or similar instrument, the conditions specified at Section 5.01(j) shall have been satisfied); and

(iv) to WEST, the opinions, certificates and other documents required to be delivered pursuant to Section 5.01.

(d) On the Initial Closing Date, WEST shall deliver or cause to be delivered the following items to the Seller:

(i) the Cash Portion of the WEST Funding Purchase Price;

(ii) the Beneficial Interest Certificates to be issued by WEST on the Initial Closing Date in accordance with Article III of the Trust Agreement; and

(iii) the opinions, certificates and other documents required to be delivered pursuant to Section 5.02.

Section 2.02. Transfer of Remaining Engines. (a) Upon the terms and subject to the conditions of this Agreement, the Seller shall sell, transfer and contribute to WEST Funding, and WEST Funding shall acquire from the Seller, all of the Seller’s right, title and interest in each Remaining Engine or the Engine Interest in an Engine Trust holding a Remaining Engine and in each case the related Engine Assets, as a capital contribution by the Seller to WEST valuing each Remaining Engine for an amount equal to the Engine Purchase Price for each such Remaining Engine, subject to the payment and distribution by WEST to the Seller of the Cash Portion of the Engine Purchase Price for each Remaining Engine.

(b) Upon the terms and subject to the conditions of this Agreement, the sale, purchase and contribution of each Remaining Engine or the Engine Interest in an Engine Trust owning such Remaining Engine contemplated by this Agreement shall take place at a closing to be held at the offices of Pillsbury Winthrop Shaw Pittman LLP, 1540 Broadway, New York, New York at 10:00 A.M. (New York time) on the Delivery Date for such Remaining Engine. The Seller shall give WEST and WEST Funding at least one (1) Business Day’s notice of the proposed transfer to WEST Funding of a Remaining Engine or Engine Interest in the related Engine Trust and the date (the “Delivery Date” for such Remaining Engine or Engine Interest in the related Engine Trust) on which such transfer is to take place, which shall be a Business Day. The Seller, WEST Funding and WEST may agree to postpone the Delivery Date for any Remaining Engine after it is established pursuant to the preceding sentence but not to a date after the end of the Delivery Period.

(i) to WEST Funding, an Engine Bill of Sale or an Assignment of Equity Interest, as applicable, for each Remaining Engine or Engine Interest in the related Engine Trust being transferred on such Delivery Date;

(ii) to WEST, a receipt for the Engine Purchase Price for each Remaining Engine or Engine Interest in the related Engine Trust being transferred on such Delivery Date;

(iii) to the Indenture Trustee, the Maintenance Reserve Payment Balance and the Security Deposits allocable to each Remaining Engine, for deposit in the Engine Reserve Account and Security Deposit Account, respectively, for each Remaining Engine or Engine Interest in the related Engine Trust being transferred on such Delivery Date (or, if such Security Deposit is not in cash but is in the form of a letter of credit or similar instrument, the conditions specified at Section 5.01(j) shall have been satisfied); and

(iv) to WEST and WEST Funding, the opinions, certificates and other documents required to be delivered pursuant to Section 5.01.

(d) On each Delivery Date, WEST shall deliver or cause to be delivered the following items to the Seller:

(i) the cash portion of the Engine Purchase Price for each Remaining Engine or Engine Interest in the related Engine Trust being transferred on such Delivery Date

(ii) the Beneficial Interest Certificates, if any, to be issued by WEST on such Delivery Date in accordance with Article III of the Trust Agreement; and

(iii) the opinions, certificates and other documents required to be delivered pursuant to Section 5.02.

(e) The Seller shall be responsible for the payment of any transfer taxes due in respect of the transfers of the WEST Funding Membership Interest, the Engine Interest in the Engine Trusts and the Remaining Engines. The Seller, WEST and WEST Funding shall cooperate in determining the location of any Remaining Engine that is being delivered during the Delivery Period, if relevant to the imposition of any such transfer taxes, and shall use commercially reasonable efforts to avoid or minimize any transfer taxes.

Section 2.03. Damage to Remaining Engines.

(a) If during the Delivery Period any Remaining Engine suffers damage that does not constitute a Total Loss, the following provisions shall apply:

(i) The Seller shall promptly notify WEST and WEST Funding of such damage;

(ii) The Seller shall notify WEST and WEST Funding as soon as reasonably practicable of its opinion as to whether such damage is repairable by the end of the Delivery Period; and

(iii) If repairs of such damage can reasonably be expected to be completed by the end of the Delivery Period, Seller shall use reasonable efforts to procure the repair of such damage as soon as reasonably practicable, provided that the Seller shall have no liability to WEST and WEST Funding if such repairs are not completed by the end of the Delivery Period.

(b) If the Seller determines that it is unable to effect the transfer of any Remaining Engine or the Engine Interest in the Engine Trust related to such Remaining Engine within the Delivery Period for any reason other than damage in respect of such Remaining Engine, the Seller shall promptly notify WEST and WEST Funding (with a copy to the Indenture Trustee) and provide an explanation for such inability to effect such transfer.

Section 2.04. Required Financing Statements.

(a) In connection with the transfer of the WEST Funding Membership Interest on the Initial Closing Date, the Seller agrees to record and file no later than the Initial Closing

Date, at its own expense, the following Uniform Commercial Code (the “UCC”) financing statements and Federal Aviation Administration (the “FAA”) recordations:

(b) In connection with the transfers of each Remaining Engine or Engine Interest in the related Engine Trust on each Delivery Date, the Seller agrees to record and file, at its own expense, the following UCC financing statements (and/or amendments to previously filed UCC financing statements) and FAA recordations:

(c) All such UCC financing statements and FAA recordations shall meet the requirements of Applicable Law. The Seller shall, promptly following the Initial Closing Date or the Delivery Date, as applicable, deliver to WEST (with copies to the Indenture Trustee), (i) with respect to such UCC financing statements, a file-stamped copy of such UCC financing statements or, in the event that a file-stamped copy of such UCC financing statements cannot be obtained in any given jurisdiction, a certificate signed by the relevant filing agent indicating that he/she filed such UCC financing statements with the relevant governmental authority in such jurisdiction, and (ii) with respect to such recordations, evidence of submission of the applicable recorded documents. Such file-stamped copies of such UCC financing statements (or certificates signed by the relevant filing agent, if applicable) and evidences of submission of the applicable recorded documents delivered pursuant to the immediately preceding sentence on or promptly following the Initial Closing Date or Delivery Date, as applicable, shall constitute the “Evidence of Filing” for such Initial Closing Date or Delivery Date. Nothing contained in this Section 2.04 shall limit the Seller’s obligation to file continuation or termination statements in accordance with Section 2.05 of this Agreement and any Applicable Law.

Section 2.05. Security Agreement.

(a) The Seller, WEST and WEST Funding intend that the transfer by the Seller of the WEST Funding Membership Interest pursuant to Section 2.01 hereof and each transfer by the Seller of a Remaining Engine or Engine Interest in the related Engine Trust pursuant to Section 2.02 hereof shall each constitute a valid sale, transfer and conveyance by the

Seller of the assets so transferred and that such assets shall not be part of the Seller’s estate in the event of the insolvency or bankruptcy of the Seller.

(b) The Seller and WEST intend that their operations and business would not be substantively consolidated in the event of the bankruptcy or insolvency of the Seller and that the separate existence of the Seller and WEST would not be disregarded in the event of the insolvency or the bankruptcy of the Seller. In the event that (i) any of the WEST Funding Membership Interest, or any Remaining Engine or Engine Interest in the related Engine Trust is held to be property of the Seller’s bankruptcy estate or (ii) this Agreement is held or deemed to create a security interest in any such asset, then (x) this Agreement shall constitute a security agreement within the meaning of Article 8 and Article 9 of the UCC as in effect in the State of New York and (y) the conveyances provided for in Section 2.01 and Section 2.02 hereof shall constitute a grant by the Seller to WEST of a valid perfected security interest in all of the Seller’s right, title and interest in and to any such asset, which security interest has been assigned to the Security Trustee pursuant to the Security Trust Agreement and which security interest will be deemed to have been granted directly to the Security Trustee from the Seller in the event of the consolidation of the Seller and WEST in any insolvency proceeding. In furtherance of the foregoing, (A) WEST shall have all of the rights of a secured party with respect to the WEST Funding Membership Interest and the Remaining Engines or Engine Interest in the related Engine Trusts pursuant to Applicable Law and (B) the Seller shall execute all documents, including but not limited to UCC financing statements, as WEST may reasonably require to effectively perfect and evidence WEST’s security interest in the Remaining Engines and each Engine Trust’s ownership interest in the Engines and the related Engine Assets owned or purported to be owned by such Engine Trust.

ARTICLE III

REPRESENTATIONS AND WARRANTIES

Section 3.01. Representations and Warranties of the Seller. As an inducement to WEST and WEST Funding to enter into this Agreement, the Seller hereby makes the following representations and warranties as of the Initial Closing Date and as of each Delivery Date, except as otherwise specified below:

(a) Organization, Authority and Qualification of the Seller. The Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all necessary power and authority to own its properties as such properties are currently owned and to conduct its business as such business is currently conducted, and to enter into this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The Seller is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its business makes such licensing or qualification necessary, except to the extent that the failure to be so licensed or qualified would not adversely affect the ability of (i) the Seller to carry out its obligations under, and to consummate the transactions contemplated by, this Agreement or (ii) WEST, WEST Funding or any Engine Trust to enforce its rights with respect to any Engine Interest, Engine or Engine Asset owned or purportedly owned by it. The execution and delivery of this Agreement by the Seller, the performance by the Seller of its obligations hereunder and

the consummation by the Seller of the transactions contemplated hereby have been duly authorized by all requisite action on the part of the Seller. This Agreement has been duly executed and delivered by the Seller, and (assuming due authorization, execution and delivery by WEST and WEST Funding) this Agreement constitutes a legal, valid and binding obligation of the Seller enforceable against the Seller in accordance with its terms.

(b) Organization, Authority and Qualification of WEST Funding. WEST Funding is a limited liability company, duly organized, validly existing and in good standing under the laws of the State of Delaware and has all necessary power and authority to own, operate or lease the properties and assets now owned, operated or leased by it and to carry on the Business as it has been and is currently conducted, and to enter into this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. WEST Funding is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its business makes such licensing or qualification necessary or desirable. All limited liability company actions taken by WEST Funding have been duly authorized, and WEST Funding has not taken any action that in any respect conflicts with, constitutes a default under or results in a violation of any provision of its organizational documents. True and correct copies of the WEST Funding LLC Agreement and the WEST Funding LLC Certificate, each as in effect on the date hereof, have been delivered by the Seller to WEST.

(c) Organization, Authority and Qualification of the Engine Trusts. Each of the Engine Trusts is either a statutory trust, duly organized, validly existing and in good standing under the laws of the State of Delaware or a grantor trust validly organized under Utah law by the applicable Engine Trust Agreement, validly existing and in good standing, and each Engine Trust has all necessary power and authority to own, operate or lease the properties and assets now owned, operated or leased by it and to carry on the Business as it has been and is currently conducted. Each of the Engine Trusts is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its business makes such licensing or qualification necessary or desirable. All statutory trust or grantor trust actions taken by each of the Engine Trusts have been duly authorized, and each of the Engine Trusts has not taken any action that in any respect conflicts with, constitutes a default under or results in a violation of any provision of its organizational documents or Engine Trust Agreement, as applicable. True and correct copies of the organizational documents of each of the Engine Trusts, each as in effect on the date hereof, have been delivered by the Seller to WEST.

(d) Ownership of WEST Funding. The WEST Funding Membership Interest has been duly authorized, and has been validly issued, and there are no other securities or any agreement outstanding that provides for the issuance of additional limited liability company or other equity interests of WEST Funding, or entitles any Person to exercise preemptive rights or to manage WEST Funding other than in accordance with the WEST Funding LLC Agreement. Immediately prior to the transfer of the WEST Funding Membership Interest to WEST pursuant to the terms of this Agreement, the Seller had full legal and beneficial title to the WEST Funding Membership Interest, free and clear of all Encumbrances except Permitted Encumbrances, and as of the Initial Closing Date, the Seller has transferred to WEST full legal and beneficial title to the

WEST Funding Membership Interest, free and clear of all Encumbrances, except Permitted Encumbrances.

(e) Ownership of Engine Trusts. The Engine Interest in each Engine Trust has been duly authorized, validly issued and fully paid for and non-assessable, and there is no other agreement outstanding that provides for the issuance of additional beneficial interests in an Engine Trust, or that entitles any Person to exercise preemptive rights or to manage or direct any Engine Trust other than in accordance with the Engine Trust Agreements. As of the Initial Closing Date, WEST Funding has, and will continue to have full legal and beneficial title to the Engine Interests, free and clear of all Encumbrances except Permitted Encumbrances. Immediately prior to the transfer of any Engine Trust to WEST Funding pursuant to the terms of this Agreement, the Seller had full legal and beneficial title to the Engine Interest in such Engine Trust, free and clear of all Encumbrances except Permitted Encumbrances, and as of the applicable Delivery Date, the Seller has transferred to WEST full legal and beneficial title to such Engine Interest, free and clear of all Encumbrances, except Permitted Encumbrances.

(f) Ownership of Engines. Each Engine Trust owned by WEST Funding on the Initial Closing Date currently has, and will continue to have, full legal and beneficial title to the Engine it purports to own, free and clear of all Encumbrances except Permitted Encumbrances. Immediately prior to the transfer of any Engine and related Engine Assets to WEST Funding pursuant to the terms of this Agreement, the Seller had full legal and beneficial title to such Engine and related Engine Assets, free and clear of all Encumbrances except Permitted Encumbrances, and as of the applicable Delivery Date, the Seller has transferred to WEST full legal and beneficial title to such Engine and related Engine Assets, free and clear of all Encumbrances, except Permitted Encumbrances.

(g) Governmental Consent. Except for the filing with the SEC of a report on Form 8-K by the Seller, the execution, delivery and performance of this Agreement by the Seller and the consummation of the transactions contemplated hereby do not and will not require any consent, approval, authorization or other order of, action by, filing with or notification to any Governmental Authority.

(h) No Conflict. The execution, delivery and performance of this Agreement by the Seller do not and will not (i) violate, conflict with or result in the breach of any provision of the organizational documents of the Seller, WEST Funding or any Engine Trust, (ii) conflict with or violate (or cause an event which could have a Material Adverse Effect as a result of) any Applicable Law or Governmental Order applicable to the Seller, WEST Funding, the Engine Trusts or any of their respective assets, properties or businesses, including, without limitation, the Business, or (iii) conflict with, result in any breach of, constitute a default (or event which with the giving of notice or lapse of time, or both, would become a default) under, require any consent under, or give to others any rights of termination, amendment, acceleration, suspension, revocation or cancellation of, or result in the creation of any Encumbrance on the WEST Funding Membership Interest, WEST Funding, the Engine Trusts or the Initial Engines or on any other asset or property of the Seller, WEST Funding or the Engine Trusts pursuant to, any note, bond, mortgage or indenture, contract, agreement, lease, sublease, license, permit, franchise or other instrument or arrangement to which the Seller, WEST Funding or any of the Engine Trusts

is a party or by which the WEST Funding Membership Interest, WEST Funding, the Engine Trusts or the Initial Engines or any of such other assets or properties is bound or affected.

(i) Compliance with Laws. The Seller, WEST Funding and each Engine Trust has each conducted and continues to conduct the Business in accordance with all Applicable Laws and Governmental Orders applicable to it or any of its assets and neither WEST Funding nor any Engine Trust is in violation of any such Applicable Law or Governmental Order, which violation has had or could reasonably be expected to have a Material Adverse Effect. There are no pending or threatened action, suit or proceeding against the Seller in any way adversely affecting the transactions.

(j) Material Contracts (i) Exhibit 3.01(j) hereto lists (A) each lease agreement with respect to each Initial Engine, together with all documents pursuant to which such leases have been amended, modified, extended, supplemented, assigned or novated from time to time (each an “Initial Lease”), including the names and addresses of all the Lessees under the Initial Leases, and (B) all other material contracts and agreements to which WEST Funding or any Engine Trust is a party (such Initial Leases, together with all such other material contracts and agreements listed on Exhibit 3.01(j) to which WEST Funding or any Engine Trust is a party, being the “Material Contracts”):

(ii) Each Material Contract: (A) is valid, binding on and enforceable against the respective parties thereto and is in full force and effect and (B) upon consummation of the transactions contemplated by this Agreement, shall continue in full force and effect without penalty or other adverse consequence. Neither WEST Funding nor any Engine Trust is in breach of, or default under, any Material Contract.

(iii) There is no contract, agreement or other arrangement granting any Person any preferential right to purchase, other than in the ordinary course of business consistent with past practice, any of the properties or assets of WEST Funding or the Engine Trusts. All Seller (and consolidated subsidiaries) pension or profit sharing plans have been fully funded in accordance with Seller’s applicable obligations.

(iv) With respect to the Initial Leases:

(A) (1) Exhibit 3.01(j) hereto contains details of any current events of default under each Initial Lease involving failure by Lessees to make rental payments and payments with respect to maintenance reserves and other miscellaneous amounts when due under the Initial Leases as of July 31, 2005;

(B) to the Seller’s knowledge, there are no outstanding claims which have been validly asserted by any Lessee arising out of any Initial Lease (other than claims constituting Permitted Encumbrances) which in the aggregate would have a Material Adverse Effect;

(C) to the Seller’s knowledge, no event has occurred or act or thing has been done or omitted to be done by the Seller, WEST Funding or the Engine Trusts pursuant to which or as a result of which any Initial Lease can be terminated or the obligations of any such party thereunder would be rendered invalid, illegal or unenforceable;

(D) to the Seller’s knowledge, no compulsory Airworthiness Directives are outstanding against any Initial Engine, and no claims for contributions to the cost of compliance with Airworthiness Directives pursuant to the terms of each Initial Lease by any of the Seller, WEST Funding or the Engine Trusts are outstanding against any Initial Engine;

(E) each Initial Lease requires the Lessee thereunder to maintain customary casualty and liability insurance with respect to each Engine subject to such Lease and, in the case of any Engine that is not subject to a Lease, the Seller maintains such insurance with respect to such Engine; and

(F) each Initial Lease may be assigned and pledged by the Lessor thereof.

(k) Engines (i) Exhibit 3.01(k) lists each Initial Engine owned by each of the Engine Trusts on the Initial Closing Date. Exhibit 3.01(k) lists the Remaining Engines expected to be transferred within the Delivery Period.

(ii) The Seller has, or has caused to be, delivered to WEST true and complete copies of all Material Contracts and any and all material ancillary documents pertaining thereto (including, but not limited to, all amendments, consents and evidence of commencement dates and expiration dates).

(l) Taxes (i) As of the Initial Closing Date, each of the Seller, WEST Funding and each Engine Trust has filed on a timely basis all income and other material tax returns (including, without limitation, foreign, federal, state, local and otherwise) required to be filed, is not liable for taxes payable by any other Person and has paid or made adequate provisions for the payment of all taxes, assessments and other governmental charges due from any of the Seller, WEST Funding or any Engine Trust. All such tax returns are true and correct in all material respects. To the Seller’s knowledge, no tax lien or similar Encumbrance has been filed, and no claim is being asserted, with respect to any such tax, assessment or other governmental charge. Neither the Seller, WEST Funding nor any Engine Trust is aware of any

proposed or pending tax assessments, deficiencies or audits that could be reasonably expected to, individually or in the aggregate, result in a Material Adverse Effect.

(m) Insolvency. The Seller is Solvent and will not become no longer Solvent after giving effect to the transactions contemplated hereby.

(n) Full Disclosure. (i) The Seller is not aware of any facts pertaining to WEST Funding, the Engine Trusts or the Business which affect adversely WEST Funding, the Engine Trust or the Business or which are likely in the future to affect adversely WEST Funding, the Engine Trusts or the Business and which have not been disclosed in this Agreement or otherwise disclosed to WEST by the Seller in writing (with a copy to the Indenture Trustee).

Section 3.02. Representations and Warranties of WEST. As an inducement to the Seller and WEST Funding to enter into this Agreement, WEST hereby makes the following representations and warranties as of the Initial Closing Date with respect to the WEST Funding Membership Interest transferred to WEST on the Initial Closing Date and as of each Delivery Date with respect to the Remaining Engines or Engine Trusts transferred to WEST Funding on such Delivery Date.

(a) Organization and Authority of WEST. WEST is a statutory trust duly organized, validly existing and in good standing under the laws of the State of Delaware and has all necessary power and authority to enter into this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by WEST, the performance by WEST of its obligations hereunder and the consummation by WEST of the transactions contemplated hereby have been duly authorized by all requisite action on the part of WEST. This Agreement has been duly executed and delivered by WEST, and (assuming due authorization, execution and delivery by the Seller and WEST Funding) this Agreement constitutes, a legal, valid and binding obligation of WEST enforceable against WEST in accordance with its terms.

(b) Governmental Consents and Approvals. The execution, delivery and performance of this Agreement by WEST do not and will not require any consent, approval, authorization or other order of, action by, filing with or notification to any Governmental Authority.

(c) No Conflict. Except as may result from any facts or circumstances relating solely to the Seller, the execution, delivery and performance of this Agreement by WEST do not and will not (i) violate, conflict with or result in the breach of any provision of the Trust Agreement of WEST, (ii) conflict with or violate any Applicable Law or Governmental

Order applicable to WEST or (iii) conflict with, or result in any breach of, constitute a default (or event which with the giving of notice or lapse or time, or both, would become a default) under, require any consent under, or give to others any rights of termination, amendment, acceleration, suspension, revocation, or cancellation of, or result in the creation of any Encumbrance on any of the assets or properties of WEST pursuant to, any note, bond, mortgage or indenture, contract, agreement, lease, sublease, license, permit, franchise or other instrument or arrangement to which WEST is a party or by which any of such assets or properties are bound or affected which would have a material adverse effect on the ability of WEST to consummate the transactions contemplated by this Agreement.

(d) Investment Purpose. WEST is acquiring the WEST Funding Membership Interest on the Initial Closing Date, and WEST Funding is acquiring the Remaining Engines or the Engine Interest in the Engine Trusts related to such Remaining Engines on the applicable Delivery Date, if any, solely for the purpose of investment and not with a view to, or for offer or sale in connection with, any distribution thereof.

Section 3.03. Representations and Warranties of WEST Funding. As an inducement to the Seller and WEST to enter into this Agreement, WEST Funding hereby makes the following representations and warranties as of each Delivery Date with respect to the Remaining Engines or Engine Trusts transferred to WEST Funding on such Delivery Date.

(a) Organization and Authority of WEST Funding. WEST Funding is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware and has all necessary power and authority to enter into this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by WEST Funding, the performance by WEST Funding of its obligations hereunder and the consummation by WEST Funding of the transactions contemplated hereby have been duly authorized by all requisite action on the part of WEST Funding. This Agreement has been duly executed and delivered by WEST Funding, and (assuming due authorization, execution and delivery by the Seller and WEST) this Agreement constitutes, a legal, valid and binding obligation of WEST Funding enforceable against WEST Funding in accordance with its terms.

Section 3.04. Representations and Warranties of Seller as to Initial Engines. In respect of any transfer of a Remaining Engine or Engine Interest in the related Engine Trust on a Delivery Date, and for the avoidance of doubt in respect of the Initial Engines transferred on the Initial Closing Date or that are owned by Engine Trusts transferred on a Delivery Date, each Initial Engine is a used aircraft engine and is being sold “AS IS, WHERE IS”, AND SELLER DISCLAIMS AND WEST WAIVES ALL EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS OF ANY KIND OR NATURE WITH RESPECT TO THE ENGINE (INCLUDING, WITHOUT LIMITATION, ANY OBLIGATION OR LIABILITY IN NEGLIGENCE, WHETHER ACTIVE OR PASSIVE, OR WITH RESPECT TO FITNESS, MERCHANTABILITY, LOSS OF USE OR CONSEQUENTIAL DAMAGES), except with respect to and without prejudice to any rights and remedies relating to any express representations or warranties of the Seller set forth elsewhere herein, and except that the Seller represents and warrants in respect of each Initial Engine:

(a) as of the Initial Closing Date or the applicable Delivery Date, there are no unpaid invoices, penalties, taxes or charges that have resulted, or could by operation of law or otherwise result, in the imposition of a mechanic’s lien, materialmen’s lien, artisan’s lien or other such lien encumbering such Initial Engine; and

(b) on or prior to the Initial Closing Date or the applicable Delivery Date on which each Initial Engine is transferred, such Initial Engine has not been removed from an aircraft involved in an accident or incident, such Initial Engine has not been involved in an accident or incident, major failure, or fire nor has such Initial Engine been subjected to extreme stress or heat or obtained from governmental or any military sources.

Notwithstanding the foregoing, nothing in this Section 3.04 is intended to constitute, nor shall anything in this Section 3.04 be construed as, a waiver by WEST of any claim or right that it may have against the Seller for breach of any representation, warranty or covenant expressly contained in this Agreement.

Section 3.05. Interpretation. As used herein, “to the Seller’s knowledge” means the awareness of facts or other information by any officer of the Seller responsible for the matters that are the subject of such facts or information, including, without limitation, in its capacity as Servicer or Administrative Agent.

Section 3.06. Reliance by WEST. The Seller and WEST Funding each acknowledge that WEST is entering into this Agreement and the other Related Documents to which it is a party in reliance upon the accuracy of each of the representations and warranties, which representations and warranties have been given by the Seller and/or WEST Funding so as to induce WEST to enter into this Agreement and the other Related Documents to which it is a party.

Section 3.07. [Reserved]

Section 3.08. Beneficiaries. The benefit of the representations and warranties shall run to the Indenture Trustee and the Security Trustee, in each case for the benefit of the Noteholders and other parties whose obligations are secured under or by the Security Trust Agreement.

Section 3.09. Survival of Representations. The representations and warranties in respect of any Engine, Engine Asset and/or the Engine Interests shall continue and survive in full force and effect after the date hereof until the Notes and all other obligations secured under the Security Trust Agreement have been indefeasibly paid in full.

Section 3.10. Independent Representations. Each of the representations and warranties shall be construed as a separate and independent representation and warranty and shall not be limited or restricted by reference to the terms of any other provision of this Agreement, any other Related Document or any other representation or warranty.

ARTICLE IV

ADDITIONAL AGREEMENTS

Section 4.01. Regulatory and Other Authorizations; Notices and Consents The Seller shall use its reasonable efforts to obtain (or cause WEST Funding and the Engine Trusts to obtain) all authorizations, consents, orders and approvals of all Governmental Authorities and officials that may become necessary in the future for the performance of its obligations pursuant to this Agreement and will cooperate fully with WEST in promptly seeking to obtain all such authorizations, consents, orders and approvals.

Section 4.02. Seller Covenants. The Seller covenants and agrees that it will not, prior to the date that is one year and one day after the payment in full of all amounts owing pursuant to the Indenture, institute against any WEST Group Member, or join any other Person in instituting against any WEST Group Member, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings under the laws of any applicable jurisdiction. This subsection 4.02 shall survive the termination of this Agreement.

Section 4.03. Further Action. Each of the parties hereto shall use all reasonable efforts to take, or cause to be taken, all appropriate action, do or cause to be done all things necessary, proper or advisable under Applicable Law, and execute and deliver such documents and other papers, as may be required to carry out the provisions of this Agreement and consummate and make effective the transactions contemplated by this Agreement.

ARTICLE V

CONDITIONS PRECEDENT

Section 5.01. Conditions to WEST’s Obligations. The obligations of WEST to acquire the WEST Funding Membership Interest on the Initial Closing Date and to acquire the Remaining Engines or Engine Interest in the related Engine Trusts on any Delivery Date shall be subject to the satisfaction of the following conditions:

(a) All representations and warranties of the Seller contained in this Agreement shall be true and correct in all material respects as of the Initial Closing Date and as of each such Delivery Date, as applicable, with the same effect as though such representations and warranties had been made on such date, except to the extent made as of another date, and the covenants and agreements contained in this Agreement to be complied with by the Seller on or before the Initial Closing Date or such Delivery Date, as applicable, shall have been complied with in all material respects, and WEST shall have received a certificate from the Seller to such effect signed by a duly authorized officer of the Seller;

consummate such transactions; provided, however, that the provisions of this Section 5.01(b) shall not apply if WEST has directly or indirectly solicited or encouraged any such proceeding;

(c) WEST shall have received a true and complete copy, certified by the Secretary of the Seller, of the organizational documents of the Seller and resolutions duly and validly adopted by the Board of Directors of the Seller evidencing its authorization of the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby;

(d) WEST shall have received a certificate of the Secretary of the Seller certifying the names, signatures and offices of the persons authorized to sign this Agreement and the other documents to be delivered hereunder;

(e) WEST shall have received from Pillsbury Winthrop Shaw Pittman LLP a legal opinion, addressed to WEST and dated on the Initial Closing Date or Delivery Date, as applicable;

(f) WEST shall have received the proceeds of the Notes to be issued under the Indenture;

(g) No event or events shall have occurred, or be reasonably likely to occur, which, individually or in the aggregate, have, or could have, a Material Adverse Effect;

(h) Chattel paper original of each Lease delivered to the Custodial Agent pursuant to the Custodial Agreement;

(i) Each of the items listed in Section 2.01(c) or Section 2.02 (c), as applicable, in form and substance satisfactory to WEST in its sole and absolute discretion; and

(j) WEST (or the Security Trustee as its pledgee) shall have received payment in full of the Security Deposit actually paid by any Initial Lessee and not previously applied to satisfy in whole or in part such Lessee’s obligations under an Initial Lease and the Maintenance Reserve Payment Balance with respect to each Engine under lease, or in the case of a Security Deposit, if the Security Deposit held under the Lease is in the form of a letter of credit, guarantee or other instrument, the Seller, WEST Funding or the applicable Lessor shall have caused such letter of credit, guarantee or other instrument to be delivered to the Servicer, on behalf of the applicable Engine Trust or other Lessor, and if the beneficiary of such letter of credit, guarantee or other instrument is not the applicable Engine Trust or then-applicable Lessor, then the Seller or WEST Funding shall have caused, or shall cause as soon as practicable after the Initial Closing Date, such letter of credit, guarantee or other instrument to be amended or reissued in favor of WEST, WEST Funding or the then-applicable Lessor and shall have taken, or shall take as soon as practicable after the Initial Closing Date, such other actions as may be necessary to effectuate the assignment of all rights, title and interest of the pre-existing Lessor in and to such letter of credit, guarantee or instrument to WEST, WEST Funding or the then-applicable Lessor.

Section 5.02. Conditions to the Seller’s Obligations. The obligations of the Seller to assign and transfer the WEST Funding Membership Interest on the Initial Closing

Date and to assign and transfer the Remaining Engines or Engine Interest in the related Engine Trusts on any Delivery Date shall be subject to the satisfaction of the following conditions:

(a) All representations and warranties of WEST and WEST Funding contained in this Agreement shall be true and correct in all material respects as of the Initial Closing Date and as of each such Delivery Date, as applicable, with the same effect as though such representations and warranties had been made on such date, except to the extent made as of another date, and the covenants and agreements contained in this Agreement to be complied with by WEST and WEST Funding on or before the Initial Closing Date or such Delivery Date, as applicable, shall have been complied with in all material respects, and the Seller shall have received a certificate from WEST to such effect signed by a Controlling Trustee of WEST;

(b) No proceeding shall have been commenced by or before any Governmental Authority against the Seller, WEST or WEST Funding, seeking to restrain or materially and adversely alter the transactions contemplated by this Agreement which, in the reasonable, good faith determination of the Seller, is likely to render it impossible or unlawful to consummate such transactions; provided, however, that the provisions of this Section 5.02(b) shall not apply if the Seller has directly or indirectly solicited or encouraged any such proceeding;

(c) The Seller shall have received a true and complete copy, certified by a Controlling Trustee of WEST, of the resolutions duly and validly adopted by the Controlling Trustees of WEST evidencing its authorization of the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby;

(d) The Seller shall have received a certificate of a Controlling Trustee of WEST certifying the names and signatures of the Controlling Trustees of WEST authorized to sign this Agreement and the other documents to be delivered hereunder;

(e) The Seller shall have received from Pillsbury Winthrop Shaw Pittman LLP a legal opinion, addressed to the Seller and dated on the Initial Closing Date or Delivery Date, as applicable;

(f) WEST shall have received the proceeds of the Notes to be issued under the Indenture;

(g) No event or events shall have occurred, or be reasonably likely to occur, which, individually or in the aggregate, have, or could have, a Material Adverse Effect; and

(h) Each of the items listed in Section 2.01(d) or Section 2.02(d), as applicable, each in form and substance satisfactory to the Seller in its sole and absolute discretion.

ARTICLE VI

INDEMNIFICATION

Section 6.01. Survival of Representations and Warranties. The representations and warranties of the Seller contained in this Agreement, and all statements contained in this

Agreement, the Exhibits to this Agreement, and any certificate, or report or other document delivered pursuant to this Agreement or in connection with the transactions contemplated by this Agreement (collectively, the “Transfer Documents”), shall survive the Initial Closing Date and each Delivery Date.

Section 6.02. Indemnification by the Seller. Each Seller Indemnified Party shall be indemnified and held harmless by the Seller for any and all Liabilities, losses, damages, claims, costs and expenses, interest, awards, judgments and penalties (including, without limitation, attorneys’ and consultants’ fees and expenses) actually suffered or incurred by them (including, without limitation, any of the foregoing arising from any Action brought or otherwise initiated by any of them) (hereinafter a “Loss”), arising out of or resulting from or relating to:

It is understood that any WEST indemnification obligation relating to Losses in respect of clauses (iii) or (iv) above shall not be in derogation or limitation of any separate obligation or liability or offsetting claim that WEST may have against the Seller in its capacity as Servicer or Administrative Agent. To the extent that the Seller’s undertakings set forth in this Section 6.02 may be unenforceable, the Seller shall contribute the maximum amount that it is permitted to contribute under Applicable Law to the payment and satisfaction of any such Losses.

Section 6.03. Indemnification by WEST. The Seller, its Affiliates (other than WEST, WEST Funding and the Engine Trusts) and their successors and assigns, and the trustees and agents of the Seller, its Affiliates (other than WEST, WEST Funding and the Engine Trusts) and

their successors and assigns (each an “WEST Indemnified Party”) shall be indemnified and held harmless by WEST for any Loss arising out of or resulting from:

To the extent that WEST’s undertakings set forth in this Section 6.03 may be unenforceable, WEST shall contribute the maximum amount that it is permitted to contribute under Applicable Law to the payment and satisfaction of all Losses incurred by the Seller.

Section 6.04. Notice, Etc. A Seller Indemnified Party or an WEST Indemnified Party (each, an “Indemnified Party”) shall give WEST or the Seller, respectively, (each, the applicable “Indemnifying Party”) notice of any matter which an Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement, within 60 days of such determination, stating the amount of the Loss, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises; provided, however, that the failure to provide such notice shall not release such Indemnifying Party from any of its obligations under this Article VI except to the extent such Indemnifying Party is materially prejudiced by such failure and shall not relieve such Indemnifying Party from any other obligation or Liability that it may have to any Indemnified Party otherwise than under this Article VI. The obligations and Liabilities of any Indemnifying Party under this Article VI with respect to Losses arising from claims of any third party which are subject to the indemnification provided for in this Article VI (“Third Party Claims”) shall be governed by and contingent upon the following additional terms and conditions: if an Indemnified Party shall receive notice of any Third Party Claim, the Indemnified Party shall give the applicable Indemnifying Party notice of such Third Party Claim within 30 days of the receipt by the Indemnified Party of such notice; provided, however, that the failure to provide such notice shall not release such Indemnifying Party from any of its obligations under this Article VI except to the extent such Indemnifying Party is materially prejudiced by such failure and shall not relieve such Indemnifying Party from any other obligation or Liability that it may have to any Indemnified Party otherwise than under this Article VI. If any Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party hereunder against any Losses that may result from such Third Party Claim,

then such Indemnifying Party shall be entitled to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to the Indemnified Party within five days of the receipt of such notice from the Indemnified Party; provided, however, that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party, in its sole and absolute discretion, for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel, in each jurisdiction for which the Indemnified Party determines counsel is required, at the expense of the Indemnifying Party. In the event any Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with such Indemnifying Party in such defense and make available to such Indemnifying Party, at the Indemnifying Party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by such Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at such Indemnifying Party’s expense, all such witnesses, records, materials and information in such Indemnifying Party’s possession or under such Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. No such Third Party Claim may be settled by the Indemnifying Party without the prior written consent of the Indemnified Party.

Section 6.05. Limits on Indemnification. Notwithstanding anything to the contrary contained in this Agreement, the maximum amount of indemnifiable Losses which may be recovered from an Indemnifying Party arising out of or resulting from the causes enumerated in this Article VI shall be an amount equal to the sum of the WEST Funding Purchase Price and the Engine Purchase Prices.

ARTICLE VII

WAIVER

Section 7.01. Waiver. Any party to this Agreement may (a) extend the time for the performance of any of the obligations or other acts of the other party, (b) waive any inaccuracies in the representations and warranties of the other party contained herein or in any document delivered by the other party pursuant hereto or (c) waive compliance with any of the agreements or conditions of the other parry contained herein. Any such extension or waiver shall be valid only if set forth in an instrument in writing signed by the party to be bound thereby. Any waiver of any term or condition shall not be construed as a waiver of any subsequent breach or a subsequent waiver of the same term or condition, or a waiver of any other term or condition, of this Agreement. The failure of any party to assert any of its rights hereunder shall not constitute a waiver of any of such rights. Notwithstanding anything to the contrary in this Article VII, no such extension or waiver by WEST or WEST Funding shall be valid unless consented to by the Indenture Trustee (unless the lien of the Indenture has been irrevocably satisfied and discharged in full).

ARTICLE VIII

MISCELLANEOUS PROVISIONS

Section 8.01. Expenses. Except as otherwise specified in this Agreement, all costs and expenses, including, without limitation, fees and disbursements of counsel, financial advisors and accountants, incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the Seller, whether or not the Closing shall have occurred.

Section 8.02. Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by recognized courier service or by facsimile (with a copy by recognized courier service) to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 8.02):

(a) if to the Seller:

Willis Lease Finance Corporation

2320 Marinship Way, Suite 300
Sausalito, California 94965

Attention: General Counsel

Fax: (415) 331-0607

(b) if to WEST:

Willis Engine Securitization Trust

c/o Wilmington Trust Company

Rodney Square North

Wilmington, Delaware 19890
Attention: Corporate Trust Administrator

Fax: (302) 651-8882

With a copy to:

Willis Lease Finance Corporation

2320 Marinship Way, Suite 300
Sausalito, California 94965

Attention: General Counsel

Fax: (415) 331-0607

WEST Engine Funding LLC

2320 Marinship Way, Suite 300
Sausalito, California 94965

Attention: Chief Financial Officer

Fax: (415) 331-0607

Section 8.03. Headings. The descriptive headings contained in this Agreement are for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement.

Section 8.04. Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any Applicable Law or public policy in a jurisdiction, the such term or provision shall only be invalid in such jurisdiction and all other terms and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible.

Section 8.05. Entire Agreement. This Agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and thereof and supersedes all prior agreements and undertakings, both written and oral, between the Seller and WEST with respect to the subject matter hereof and thereof.

Section 8.06. Assignment. Except as described in the recitals hereto and as contemplated in Section 3.08, this Agreement may not be assigned by operation of law or otherwise without the express written consent of the Seller, WEST and WEST Funding (which consent may be granted or withheld in the sole discretion of the Seller, WEST or WEST Funding). Notwithstanding anything herein to the contrary, the parties hereto acknowledge and agree that WEST and WEST Funding have assigned this Agreement (including all of their respective rights hereunder) to the Indenture Trustee.

Section 8.07. No Third Party Beneficiaries. Except as described in the recitals hereto and as contemplated in Section 3.08, and except for the provisions of Article VI relating to Indemnified Parties, this Agreement shall be binding upon and inure solely to the benefit of the parties hereto and their permitted assigns (including the Indenture Trustee) and nothing herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Section 8.08. Amendment. This Agreement may not be amended or modified except (a) by an instrument in writing signed by or on behalf of, the Seller, WEST and WEST Funding or (b) by a waiver in accordance with Section 7.01; provided that, any such amendment or waiver shall have been consented to by the Indenture Trustee.

Section 8.09. Governing Law. THIS AGREEMENT SHALL IN ALL RESPECTS BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAWS BUT OTHERWISE WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES. All actions and proceedings arising out of or relating to

this Agreement shall be heard and determined in any New York state or federal court sitting in the City of New York.

Section 8.10. Waiver of Jury Trial. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 8.11. Counterparts. This Agreement may be executed in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.

Section 8.12. Specific Performance. The parties hereto agree that irreparable damage would occur in the event any provision of this Agreement was not performed in accordance with the terms hereof and that the parties shall be entitled to specific performance of the terms hereof, in addition to any other remedy at law or equity.

[Signature Page Follows]

IN WITNESS WHEREOF, the Seller, WEST and WEST Funding have caused this Asset Transfer Agreement to be duly executed by their respective officers as of the day and year first above written.

	WILLIS LEASE FINANCE CORPORATION


	By:	/s/ Monica J. Burke
		Name: Monica J. Burke
		Title: Executive Vice President Chief Financial Officer


	WILLIS ENGINE SECURITIZATION TRUST


	By:	/s/ Monica J. Burke
		Name: Monica J. Burke
		Title: Controlling Trustee


	WEST ENGINE FUNDING LLC


	By:	/s/ Monica J. Burke
		Name: Monica J. Burke
		Title: Chief Financial Officer

EXHIBIT A

[FORM OF ENGINE BILL OF SALE]

For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Willis Lease Finance Corporation (“Seller”), as owner of legal title to one (1) [name of the manufacturer][model number] Engine bearing manufacturer’s serial number [ ] including all parts, components and accessories thereof and all available manuals, logs, records, technical and operational data and other material documents with respect thereto (the “Engine”), does this day of , 2005 hereby sell, grant, transfer and deliver all of its right, title and interest in and to the Engine to Willis Engine Securitization Trust (“Buyer”) to have and to hold the Engine forever, and Buyer hereby accepts the transfer of all of Seller’s right, title and interest in and to the Engine. Seller hereby represents and warrants to Buyer, and its successors and assigns that the legal and beneficial ownership of the Engine is hereby conveyed to Buyer and that the Engine is free and clear of Encumbrances other than Permitted Encumbrances (as such terms are defined in the Indenture, dated as of August 9, 2005, between the Buyer, as Issuer, and Deutsche Bank Trust Company Americas, as Indenture Trustee).

THE ENGINE BEING SOLD HEREUNDER TO BUYER IS SOLD “AS IS” AND “WHERE IS”, WITH ALL FAULTS AND IS SUBJECT TO THE FOLLOWING DISCLAIMER OF ALL WARRANTIES: THE SELLER SHALL NOT BE DEEMED TO HAVE MADE ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE AIRWORTHINESS, CONDITION, VALUE, DESIGN, OPERATION, MERCHANTABILITY OR FITNESS FOR USE OF THE ENGINE, AS TO THE ABSENCE OF LATENT OR OTHER DEFECTS, WHETHER OR NOT DISCOVERABLE, AS TO THE ABSENCE OF ANY INFRINGEMENT OF ANY PATENT, TRADEMARK OR COPYRIGHT, AS TO THE ABSENCE OF OBLIGATIONS BASED ON STRICT LIABILITY IN TORT, OR AS TO THE QUALITY OF THE MATERIAL OR WORKMANSHIP OF THE ENGINE, OR ANY OTHER REPRESENTATION OR WARRANTY WHATSOEVER (EXCEPT AS TO WARRANTY OF TITLE SET FORTH ABOVE), EXPRESS OR IMPLIED, WITH RESPECT TO THE ENGINE.

This Bill of Sale shall be governed by, and construed in accordance with, the laws of the State of New York.

IN WITNESS WHEREOF, Seller has caused this Bill of Sale to be duly executed as of this day of , 2005.

	WILLIS LEASE FINANCE CORPORATION,
	Seller

	By:
		Name:
		Title:

EXHIBIT B

[FORM OF ASSIGNMENT OF EQUITY INTEREST]

This ASSIGNMENT OF EQUITY INTEREST, dated as of , 2005 (this “Agreement”) between Willis Lease Finance Corporation, a Delaware corporation (“Assignor”) and Willis Engine Securitization Trust, a Delaware statutory trust (“Assignee”).

W I T N E S S E T H :

WHEREAS, the parties hereto desire to effect (a) the transfer by Assignor to Assignee of all of the right, title and interest of Assignor in, under and with respect to the interests listed on Annex A attached hereto (the “Transferred Interest”) and (b) the assumption by Assignee of the obligations of Assignor accruing under or with respect to the Transferred Interest from and after the Effective Time (as defined in Section 7 hereof);

NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements herein contained, the parties hereto do hereby agree as follows:

Section 1. Assignment. Subject to the terms and conditions hereof and of the Asset Transfer Agreement, and effective as of the Effective Time, Assignor has sold, assigned, conveyed, transferred and set over, and does hereby sell, assign, convey, transfer and set over, unto Assignee all of its present and future right, title and interest in, under and with respect to the Transferred Interest together with all other documents and instruments evidencing any of such right, title and interest, except such rights of Assignor as have accrued to Assignor prior to the Effective Time.

Section 2. Assumption. Subject to the terms and conditions hereof and of the Asset Transfer Agreement and effective as of the Effective Time, Assignee hereby purchases and accepts the Transferred Interest and except as provided below, undertakes all of the duties and obligations of the [“Member”/”Owner Participant”] under the [WEST Funding LLC Agreement/Owner Trust Agreement] with respect to the Transferred Interest accruing at or subsequent to the Effective Time. Subject to the terms and conditions hereof and of the Asset Transfer Agreement, the assignment and assumption effected hereby shall release Assignor, to the extent of the Transferred Interest, from its obligations under the [WEST Funding LLC Agreement/Owner Trust Agreement].

Section 3. Appointment as Attorney-in-Fact. In furtherance of the within assignment, Assignor hereby constitutes and appoints Assignee, and its successors and assigns, the true and lawful attorneys of Assignor, with full power of substitution, in the name of Assignee or in the name of Assignor but on behalf of and for the benefit of and at the expense of Assignee, to collect for the account of Assignee all items sold, transferred or assigned to Assignee pursuant hereto; to institute and prosecute, in the name of Assignor or otherwise, but at the expense of Assignee, all proceedings that Assignee may deem proper in order to collect, assert or enforce any claim, right or title of any kind in or to the items sold, transferred or assigned; to defend and compromise at the expense of Assignee any and all actions, suits or proceedings as to title to or interest in the Transferred Interest; and to do all such acts and things in relation thereto at the expense of Assignee as Assignee shall reasonably deem advisable. Assignor hereby

acknowledges that this appointment is coupled with an interest and is irrevocable by Assignor in any manner or for any reason or by virtue of any dissolution of Assignor.

Section 4 Payments. Assignor hereby covenants and agrees to pay over to Assignee, if and when received following the date hereof, any amounts (including any sums payable as interest in respect thereof) paid to or for the benefit of Assignor that, under Section 1 hereof, belong to Assignee, and Assignee hereby covenants and agrees to pay over to Assignor, if and when received following the date hereof, any amounts (including any sums payable as interest in respect thereof) paid to or for the benefit of Assignee that, under Section 1 hereof, belong to Assignor.

Section 5 GOVERNING LAW. THIS AGREEMENT SHALL IN ALL RESPECTS BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAWS BUT OTHERWISE WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES.

Section 6 Counterparts. This Agreement may be executed in any number of separate counterparts by the parties, and each counterpart shall when executed and delivered be an original document, but all counterparts shall together constitute one and the same instrument.

Section 7 Effectiveness. This Agreement shall be effective upon its execution and delivery by each of Assignor and Assignee, this day of , 2005 at 10:00 A.M. (New York time) (the “Effective Time”).

IN WITNESS WHEREOF, the parties hereto, through their respective officers thereunto duly authorized, have duly executed this Agreement as of the day and year first above written.

	WILLIS LEASE FINANCE CORPORATION


	By:
	Name:
	Title:


	WILLIS ENGINE SECURITIZATION TRUST


	By:
	Name:
	Title:

Annex A

TRANSFERRED INTEREST

EXHIBIT 3.01(j)

Initial Leases

Engine 30771*:

Aircraft Engine Lease Agreement dated as of October 29, 2004 between Wells Fargo Bank Northwest, National Association, as owner trustee, as lessor, and Atlasjet International Airways (“Atlasjet”), as lessee, with General Terms Engine Lease Agreement dated as of October 29, 2004 between the Owner Trustee, as lessor, and Atlasjet, as lessee, attached thereto, which was recorded by the FAA on November 17, 2004 and assigned Conveyance No. S127672,

as assigned and assumed by 30771 First Transfer Assignment and Assumption Agreement and Bill of Sale dated as of February 16, 2005 between Wells Fargo Bank Northwest, N.A., as owner trustee, as assignor, and Willis Lease Finance Corporation, (“WLFC”), as assignee, which was recorded by the FAA on February 23, 2005 and assigned Conveyance No. J008941,

as assigned and assumed by Engine or Beneficial Interest Transfer Certificate dated as of February 16, 2005 between WLFC, as issuer/assignor, and Willis Engine Funding LLC (“WEF”), as seller/assignee, which was recorded by the FAA on February 23, 2005 and assigned Conveyance No. J008942,

as further assigned and assumed by Engine 30771 Assignment and Assumption Agreement and Bill of Sale dated as of February 16, 2005 between WEF, as assignor, and Wells Fargo Bank Northwest, National Association, as owner trustee, as assignee, which was recorded by the FAA on February 23, 2005 and assigned Conveyance No. J008943.

* As of July 31, 2005, Atlasjet owed rent in the amount of $57,500, which was subsequently paid on August 3, 2005.

Engine 311498:

Aircraft Engine Lease Agreement dated as of August 10, 2000 between Willis Lease Finance Corporation (“Willis”), as lessor, and Mesa Air Group, Inc., as lessee, with General Terms Engine Lease Agreement dated as of August 10, 2000 attached thereto, which was recorded by the FAA on August 17, 2000 and assigned Conveyance Number HK018687,

as assigned and assumed by Engine 311498 First Transfer Assignment and Assumption Agreement and Bill of Sale dated as of January 2, 2003 between Wells Fargo Bank Northwest, N.A., as owner trustee, as assignor, and Willis, as assignee, which was recorded on February 11, 2003 and assigned Conveyance No. MM024451,

as further assigned and assumed by Engine or Beneficial Interest Transfer Certificate dated as of January 2, 2003 between Willis, as seller, and Willis Engine Funding LLC

(“WEF”), as issuer, which was recorded by the FAA on February 11, 2003 and assigned Conveyance No. MM024452,

as assigned and assumed by Engine 311498 Assignment and Assumption Agreement and Bill of Sale dated as of January 2, 2003 between WEF, as assignor, and Wells Fargo Bank Northwest, National Association, as owner trustee, as assignee, which was recorded by the FAA on February 11, 2003 and assigned Conveyance No. MM024453.

Engine 312234:

Aircraft Engine Lease Agreement dated as of July 19, 2002 between Wells Fargo Bank Northwest, National Association, as lessor, and Mesa Air Group, Inc., as lessee, with General Terms Engine Lease Agreement dated July 4, 2002 attached thereto, which was recorded by the FAA on July 25, 2002 and assigned Conveyance No. II025970,

as assigned and assumed by Engine 312234 First Transfer Assignment and Assumption Agreement and Bill of Sale dated as of January 2, 2003 between Wells Fargo Bank Northwest, N.A., as owner trustee, as assignor, and Willis Lease Finance Corporation (“Willis”), as assignee, which was recorded by the FAA on February 11, 2003 and assigned Conveyance No. MM024457,

as further assigned and assumed by Engine or Beneficial Interest Transfer Certificate dated as of January 2, 2003 between Willis, as seller, and Willis Engine Funding LLC (“WEF”), as issuer, which was recorded by the FAA on February 11, 2003 and assigned Conveyance No. MM024458,

as assigned and assumed by Engine 312234 Assignment and Assumption Agreement and Bill of Sale dated as of January 2, 2003 between WEF, as assignor, and Wells Fargo Bank Northwest, National Association, as owner trustee, as assignee, which was recorded by the FAA on February 11, 2003 and assigned Conveyance No. MM024459.

Engine 575573:

Aircraft Engine Lease Agreement dated as of April 14, 2003 between Wells Fargo Bank Northwest, National Association, as owner trustee, as lessor, and Compania Mexicana de Aviacion, S.A. de C.V., as lessee, with General Terms Engine Lease Agreement dated as of September 18, 2002 attached thereto, which was recorded by the FAA on April 18, 2003 and assigned E001882.

Engine 577214:

Amended and Restated Aircraft Engine Lease Agreement between dated as of February 14, 2005 between Wells Fargo Bank Northwest, National Association, as owner trustee, as lessor, and Compania Mexicana De Aviacion, S.A. De C.V., as lessee, with the following attached thereto; (i) General Terms Engine Lease Agreement dated as of September 18, 2002, which was recorded by the FAA on February 28, 2005 and assigned Conveyance No. E005549.

Engine 695530*:

Aircraft Engine Lease Agreement dated as of June 13, 2002 between Wells Fargo Bank Northwest, National Association as owner trustee, as lessor, and Olympic Airways, S.A., as lessee, with General Terms Engine Lease Agreement dated June 13, 2002 attached thereto, which was recorded by the FAA on July 8, 2002 and assigned Conveyance No. I070360,

as assigned and assumed by Engine 695530 First Transfer Assignment and Assumption Agreement and Bill of Sale dated as of March 18, 2003 between Wells Fargo Bank Northwest, N.A., as owner trustee, as assignor, and Willis Lease Finance Corporation (“Willis”), as assignee, which was recorded by the FAA on April 1, 2003 and assigned Conveyance No. CC016941,

as further assigned and assumed by Engine or Beneficial Interest Transfer Certificate dated as of March 18, 2003 between Willis, as seller, and Willis Engine Funding LLC (“WEF”), as issuer, which was recorded by the FAA on April 1, 2003 and assigned Conveyance No. CC016942,

as assigned and assumed by Engine 695530 Assignment and Assumption Agreement and Bill of Sale dated as of March 18, 2003 between WEF, as assignor, and Wells Fargo Bank Northwest, National Association, as owner trustee, as assignee, which was recorded by the FAA on April 1, 2003 and assigned Conveyance No. CC016943.

* As of July 31, 2005, Olympic Airways, S.A. owes rent in the amount of $131,052. This payment default information also applies to Engines 727255 and 741822 below.

Engine 704371*:

Aircraft Engine Lease Agreement dated as of May 31, 2004 between Wells Fargo Bank Northwest, National Association, as owner trustee, as lessor, and “VARIG”, S.A. (Viacão Aérea Rio-Grandense), as lessee, with the following attached thereto: (i) General Terms Engine Lease Agreement dated as of October 24, 2003, which was recorded by the FAA on June 10, 2004 and assigned Conveyance No. K038933.

Pre-petition rent in the amount of $496,728 and pre-petition maintenance reserves in the amount of $595,343 are owed by Varig on Engines 704371, 704638, 725522, 858327 and 888763. In addition, rent in the amount of $97,000 is owed by Varig on Engines 725522 and 888763.

Engine 704447:

Aircraft Engine Lease Agreement dated as of February 11, 2005 between Wells Fargo Bank Northwest, National Association, as owner trustee, and Delta Air Lines, Inc., as lessee, with Amended and Restated General Terms Engine Lease Agreement dated as of September 15, 2003 attached thereto, which was recorded by the FAA on February 16, 2005 and assigned Conveyance No. HH039139; as amended by Letter Amendment dated February 24, 2005,

which was recorded by the FAA on March 28, 2005 and assigned Conveyance No. Q074363.

Engine 704638*:

Aircraft Engine Lease Agreement dated as of March 16, 1998 between Willis Lease Finance Corporation, as lessor, and “VARIG”, S.A. (Viacao Aerea Rio-Grandense), as lessee, with General Terms Engine Lease Agreement dated as of February 27, 1998 attached thereto, which was recorded by the Federal Aviation Administration on June 30, 1998 and assigned Conveyance No. H94205,

as assigned and assumed by Assignment and Bill of Sale dated as of December 4, 2001 between Willis Lease Finance Corporation, as assignor, and Wells Fargo Bank Northwest, National Association, as owner trustee, as assignee, which was recorded by the FAA on January 11, 2002 and assigned Conveyance No. I069446,

as assigned and assumed by First Transfer Master Assignment and Assumption Agreement and Bill of Sale [WLFC] dated as of September 16, 2002, between Wells Fargo Bank Northwest, National Association, as owner trustee, as assignor, and WLFC Funding Corporation, as assignee, which was recorded by the FAA on December 6, 2002 and assigned Conveyance No. J001808,

as assigned and assumed by Contribution and Sale Agreement dated as of September 12, 2002 between Willis Lease Finance Corporation (“Willis”) (as successor by merger to WLFC Funding Corporation), as seller/assignor, and Willis Engine Funding LLC, as issuer/assignee, with Engine and Beneficial Interest Transfer Certificate dated September 16, 2002 between Willis, as assignor, and Willis Engine Funding LLC, as assignee, attached thereto, which was recorded by the FAA on December 6, 2002 and assigned Conveyance No. J001810,

and as further assigned and assumed by Final Transfer Master Assignment and Assumption Agreement and Bill of Sale dated as of September 16, 2002 between Willis Engine Funding LLC, as assignor, and Wells Fargo Bank Northwest, National Association, as owner trustee, as assignee, which was recorded by the FAA on December 6, 2002 and assigned Conveyance No. J001812,

as amended by Amendment No. 3 (ESN 704638) dated as of November 14, 2003, as lessee, which was recorded by the FAA on May 3, 2004 and assigned Conveyance No. M004011,

as further amended by Amendment No. 4 to the Lease Agreement, which was recorded by the FAA on November 17, 2004 and assigned Conveyance No. QQ030178,

as further amended by Amendment No. 5 to the Lease Agreement, which was recorded by the FAA on May 4, 2005 and assigned Conveyance No. XX028724.

* See Engine 704371 for payment default information.

Engine 708173*:

Aircraft Engine Lease Agreement dated as of August 1, 2002 between Wells Fargo Bank Northwest, National Association, as lessor, as owner trustee, and Spanair S.A., as lessee (“Spanair”), with General Terms Engine Lease Agreement dated as of March 7, 2001 attached, which was recorded by the Federal Aviation Administration on August 29, 2002 and assigned Conveyance No. H106568; as amended by Letter Amendment dated July 29, 2003, which was recorded by the FAA on July 2, 2004 and assigned Conveyance No. P000523, as amended by Letter Amendment dated August 1, 2004, which was recorded by the FAA on August 24, 2004 and assigned Conveyance No. NN027671,

as assigned and assumed by Engine 708173 First Transfer Assignment and Assumption Agreement and Bill of Sale dated as of February 4, 2005 between Wells Fargo Bank Northwest, N.A., as owner trustee, as assignor, and Willis Lease Finance Corporation (“Willis”), as assignee, which was recorded by the FAA on February 28, 2005 and assigned Conveyance No. L077572,

as further assigned and assumed by Engine or Beneficial Interest Transfer Certificate dated as of February 4, 2005 between Willis Engine Funding LLC (“WEF”), as issuer/assignee, and Willis, as seller/assignor, which was recorded by the FAA on February 28, 2005 and assigned Conveyance No. L077573,

as assigned and assumed by Engine 708173 Assignment and Bill of Sale dated as of February 4, 2005 between WEF, as assignor, and Wells Fargo Bank Northwest, National Association, as owner trustee, as assignee, which was recorded by the FAA on February 28, 2005 and assigned Conveyance No. L077574.

* As of July 31, 2005, Spanair owes rent in the amount of $69,000. This payment default information also applies to Engines 718210 and 728154.

Engine 716430:

Aircraft Engine Lease Agreement dated July 19, 2001 between Kellstrom Industries, Inc., as lessor, and TWA Airlines LLC, as lessee, with the following attached thereto: (i) Engine Lease General Terms Agreement dated as of June 28, 2001, and (ii) Assignment and Assumption of Lease and Purchase and Sale of Engine Agreement dated as of July 31, 2001 among Kellstrom Industries, Inc., as assignor, Willis Lease Finance Corporation, as beneficiary, and Wells Fargo Bank Northwest, National Association, as owner trustee, as assignee, which lease and attachments were recorded by the FAA on October 1, 2001 and assigned Conveyance No. L75041.

Engine 716779:

Aircraft Engine Lease Agreement dated as of October 31, 2002 between Wells Fargo Bank Northwest, National Association, as owner trustee, as lessor, and Aerovias de

Mexico, S.A. de C.V., as lessee, with the following attached thereto: (i) General Terms Engine Lease Agreement dated as of July 11, 2002, which was recorded by the FAA on January 21, 2003 and assigned Conveyance No. GG029140, as amended by Letter Amendment dated April 30, 2003, which was recorded by the FAA on May 29, 2003 and assigned Conveyance No. Y004345, as further amended by Letter Amendment dated August 1, 2003, which was recorded by the FAA on March 8, 2004 and assigned Conveyance No. TT018203, as further amended by Letter Amendment dated May 1, 2004, which was recorded by the FAA on June 21, 2004 and assigned Conveyance No. M004364.

Engine 718210*:

Aircraft Engine Lease Agreement dated as of October 30, 1997 between Terandon Leasing Corporation (“Terandon”), as lessor, and SPANAIR, as lessee, with General Terms Engine Lease Agreement dated as of October 30, 1997 attached thereto, which was recorded by the FAA on December 15, 1995, and assigned Conveyance No. II010037, as assigned and assumed by Assignment and Assumption Agreement and Bill of Sale dated as of December 19, 1997 between Terandon, as assignor, and Willis Lease Finance Corporation (“Willis”), as assignee, which was recorded by the FAA on January 27, 1998 and assigned Conveyance No. EE015339, as assigned and assumed under that certain Engine Transfer Certificate dated as of December 19, 1997 between Willis, as seller, and WLFC Funding Corporation, as issuer, which was recorded by the FAA on January 27, 1998 and assigned Conveyance No. EE015340, as further assigned, assumed and/or amended, pursuant to the following documents:

Contribution and Sale Agreement dated as of September 12, 2002 between Willis (as successor by merger to WLFC Funding Corporation), as seller/assignor, and Willis Engine Funding LLC, as issuer/assignee, with Engine and Beneficial Interest Transfer Certificate dated September 16, 2002 between Willis, as assignor, and Willis Engine Funding LLC, as assignee, attached thereto, which was recorded by the FAA on December 6, 2002 and assigned Conveyance No. J001810,

Engine 718210 Assignment and Assumption Agreement and Bill of Sale dated September 22, 2002 between Willis Engine Funding LLC, as assignor, and Wells Fargo Bank Northwest, National Association, as owner trustee, as assignee, which was recorded by the FAA on December 16, 2002 and assigned Conveyance No. KK031194,

Letter Amendment dated September 30, 2002 which was recorded by the FAA on December 18, 2002 and assigned Conveyance No. RR026906,

Letter Amendment dated October 16, 2003 which was recorded by the FAA on November 25, 2003 and assigned Conveyance No. LL014566, and

Letter Amendment dated June 17, 2004, which was recorded by the FAA on September 10, 2004 and assigned Conveyance No. MM026903.

* See Engine 708173 for payment default information.

Engine 718262:

Aircraft Engine Lease Agreement dated as of January 12, 2004 between Wells Fargo Bank Northwest, National Association, as owner trustee, (the “Owner Trustee”), as lessor, and Spanair S.A. (“Spanair”), as lessee, with the following attached thereto: (i) General Terms Engine Lease Agreement dated as of March 7, 2001 between the Owner Trustee, as lessor, and Spanair, as lessee, which was recorded by the FAA on January 23, 2004 and assigned Conveyance No. C004518,

as amended by Aircraft Engine Lease Amendment dated as of January 13, 2005 between the Owner Trustee, and Spanair, which was recorded by the FAA on March 4, 2005 and assigned Conveyance No. FF004107.

Engine 721877:*

Aircraft Engine Lease Agreement dated as of January 21, 2005 between Wells Fargo Bank Northwest, National Association, as owner trustee (the “Owner Trustee”), as lessor, and ACG Acquisition XX LLC (“ACG”), as lessee, with the following attached thereto: (i) General Terms Engine Lease Agreement dated as of January 21, 2005 between the Owner Trustee, as lessor, and ACG, as lessee, which was recorded by the FAA on February 15, 2005 and assigned Conveyance No. HH039119.

*As of July 31, 2005, ACG owes a rental payment in the amount of $43,000. In addition, Engine 721877 may have been involved in a hard landing which, if determined to be the case, would result in a total loss of the Engine as per the terms of the Lease.

Engine 724721*:

Aircraft Engine Lease Agreement dated as of October 29, 2004 between Wells Fargo Bank Northwest, National Association, as owner trustee (the “Owner Trustee”), as lessor, and SR Technics Switzerland (“SR Technics”), as lessee, with General Terms Engine Lease Agreement dated as of November 29, 2000 between the Owner Trustee and SR Technics attached thereto, recorded by the FAA on November 18, 2004 and assigned Conveyance No. D000720,

as amended by Letter Amendment dated February 16, 2005 between the Owner Trustee and SR Technics, recorded by the FAA on March 21, 2005 and assigned Conveyance No. KK035066.

* As of July 31, 2005, SR Technics owes maintenance reserves in the amount of $63,386.

Engine 724862*:

Aircraft Engine Lease Agreement dated as of September 30, 2002 between WLFC-AC1, Inc., as lessor, and Air Comet, S.A., as lessee, with General Terms Engine Lease Agreement dated as of September 30, 2002 attached thereto, which lease and attachment were

recorded by the FAA on one instrument on October 16, 2002 and assigned Conveyance No. H106929,

as assigned and assumed by Assignment and Bill of Sale dated as of January 12, 2005 between WLFC-AC1, Inc., as assignor, and Willis Lease Finance Corporation (“Willis”), as assignee, which was recorded by the FAA on April 19, 2005 and assigned Conveyance No. Q074457,

as further assigned and assumed by Engine or Beneficial Interest Transfer Certificate dated as of January 12, 2005 between Willis, as seller/assignor, and Willis Engine Funding LLC, (“WEF”), as issuer/assignee, which was recorded by the FAA on April 19, 2005 and assigned Conveyance No. Q074458,

as assigned and assumed by Engine 724862 Assignment and Assumption Agreement and Bill of Sale dated as of January 12, 2005 between WEF, as assignor and Wells Fargo Bank Northwest, N.A., as owner trustee, as assignee, which was filed with the FAA on March 8, 2005 but has not yet been recorded.

* As of July 31, 2005, Air Comet, S.A. owes rent in the amount of $90,000 and maintenance reserves in the amount of $127,274 for the total amount of $217,274.

Engine 725183:

Aircraft Engine Lease Agreement dated as of July 26, 2004 between Wells Fargo Bank Northwest, National Association, as owner trustee, as lessor, and GOL Transportes Aereos S.A., as lessee, with the following attached thereto: (i) General Terms Engine Lease Agreement dated as of January 30, 2002 as amended by Amendment No. 1 dated as of May 10, 2004, which lease and attachment were recorded by the FAA on August 19, 2004 and assigned Conveyance No. KK034286.

Engine 725522*:

Aircraft Engine Lease Agreement dated as of November 24, 2004 between Wells Fargo Bank Northwest, National Association, as owner trustee, as lessor, and “VARIG”, S.A. (Viacão Aérea Rio-Grandense), as lessee, with the following attached thereto: (i) General Terms Engine Lease Agreement dated as of October 24, 2003, which lease and attachment were recorded by the FAA on January 11, 2005 and assigned Conveyance No. RS001100.

* See Engine 704371 for payment default information.

Engine 726169:

Aircraft Engine Lease Agreement July 19, 2004 between Willis Lease Finance Corporation, as lessor and Amerijet International, Inc., as lessee, with the following attached thereto: (i) Engine or Beneficial Interest Transfer Certificate 726169 dated February 2, 2005 between Willis Lease Finance Corporation, as assignor, and Willis Engine Funding, LLC, as

assignee; (ii) Engine 726169 Assignment and Assumption Agreement and Bill of Sale dated February 2, 2005 between Willis Engine Funding, LLC, as assignor, and Wells Fargo Bank Northwest, N.A., as owner trustee, as assignee, which lease and attachments were recorded by the FAA on March 22, 2005 and assigned Conveyance No. N003817.

Engine 726173:

Aircraft Engine Lease Agreement dated as of July 19, 2004 between Willis Lease Finance Corporation, as lessor, and Amerijet International, Inc., as lessee, with the following attached thereto: (i) Engine or Beneficial Interest Transfer Certificate 726173 dated February 2, 2005 between Willis Lease Finance Corporation, as assignor, and Willis Engine Funding, LLC, as assignee; (ii) Engine 726173 Assignment and Assumption Agreement and Bill of Sale dated February 2, 2005 between Willis Engine Funding, LLC, as assignor, and Wells Fargo Bank Northwest, N.A., as owner trustee, as assignee, which lease and attachments were recorded by the FAA on February 8, 2005 and assigned Conveyance No. AA059528.

Engine 726195:

Aircraft Engine Lease Agreement dated as of July 19, 2004 between Willis Lease Finance Corporation, as lessor, and Amerijet International, Inc., as lessee, with the following attached thereto: (i) Engine or Beneficial Interest Transfer Certificate 726195 dated February 2, 2005 between Willis Lease Finance Corporation, as assignor, and Willis Engine Funding, LLC, as assignee; (ii) Engine 726195 Assignment and Assumption Agreement and Bill of Sale dated February 2, 2005 between Willis Engine Funding, LLC, as assignor, and Wells Fargo Bank Northwest, N.A., as owner trustee, as assignee, which lease and attachments were recorded by the FAA on March 22, 2005 and assigned Conveyance No. N003815.

Engine 726203:

Aircraft Engine Lease Agreement dated as of July 19, 2004 between Willis Lease Finance Corporation, as lessor, and Amerijet International, Inc., as lessee, with the following attached thereto: (i) Engine or Beneficial Interest Transfer Certificate 726203 dated February 2, 2005 between Willis Lease Finance Corporation, as assignor, and Willis Engine Funding, LLC, as assignee; (ii) Engine 726203 Assignment and Assumption Agreement and Bill of Sale dated February 2, 2005 between Willis Engine Funding, LLC, as assignor, and Wells Fargo Bank Northwest, N.A., as owner trustee, as assignee, which lease and attachments were recorded by the FAA on February 8, 2005 and assigned Conveyance No. AA059530.

Engine 727057:

Aircraft Engine Lease Agreement dated as of June 18, 1998, as amended, between Willis Lease Finance Corporation, as lessor, and Shanghai Airlines (“Lessee”), as lessee, with General Terms Engine Lease Agreement dated as of April 29, 1998 attached thereto, which was recorded by the Federal Aviation Administration on August 5, 1998 and assigned Conveyance No. KK22897,

as assigned and assumed by Assignment and Bill of Sale dated as of May 22, 2001 between Willis Lease Finance Corporation, as assignor, and Wells Fargo Bank Northwest, N.A., as owner trustee (“WFBN”), as assignee, with Joinder and Amendment Agreement dated May 22, 2000 among Willis Lease Finance Corporation, WFBN and Lessee attached thereto, which was recorded by the FAA on June 14, 2001 and assigned Conveyance No. KK028508,

as assigned and assumed by First Transfer Master Assignment and Assumption Agreement and Bill of Sale [WLFC] dated as of September 16, 2002 between WFBN, as assignor, and WLFC Funding Corporation, as assignor, which was recorded by the FAA on December 6, 2002 and assigned Conveyance No. J001809,

as assigned and assumed by Contribution and Sale Agreement dated as of September 12, 2002 between Willis Lease Finance Corporation (as successor by merger to WLFC Funding Corporation), as seller/assignor, and Willis Engine Funding LLC, as issuer/assignee, with Engine and Beneficial Interest Transfer Certificate dated September 16, 2002 attached thereto, which was which was recorded by the FAA on December 6, 2002 and assigned Conveyance No. J001810,

as amended by Letter Amendment dated April 15, 2005 between Wells Fargo Bank Northwest, National Association, as owner trustee, as lessor, and the Lessee, which was recorded by the FAA on May 6, 2005 and assigned Conveyance No. U086163.

Engine 727255*:

Aircraft Engine Lease Agreement dated as of June 13, 2002 between Wells Fargo Bank Northwest, N.A., as owner trustee (“WFBN”), as lessor, and Olympic Airways, S.A., as lessee, with General Terms Engine Lease Agreement dated June 13, 2002 attached thereto, which was recorded by the FAA on July 16, 2002 and assigned Conveyance No CC016025,

as assigned and assumed by Engine 727255 First Transfer Assignment and Assumption Agreement and Bill of Sale dated as of March 18, 2003 between WFBN, as assignor, and Willis Lease Finance Corporation, as assignee, which was recorded by the FAA on April 1, 2003, and assigned Conveyance No. CC016946

as further assigned and assumed by Engine or Beneficial Interest Transfer Certificate dated as of March 18, 2003 between Willis, as assignor, and Willis Engine Funding, LLC (“WEF”), as assignee, which was recorded by the FAA on April 1, 2003, and assigned Conveyance No. CC016947

as further assigned and assumed by Engine 727255 Assignment and Assumption Agreement and Bill of Sale dated as of March 18, 2003 between WEF, as assignor, and Wells

Fargo Bank Northwest, National Association, as owner trustee, as assignee, which was recorded by the FAA on April 1, 2003, and assigned Conveyance No. CC016948.

* See Engine 695530 for payment default information.

Engine 727340:

Aircraft Engine Lease Agreement dated as of November 7, 2001 between Wells Fargo Bank Northwest, N.A., as owner trustee, as lessor, and Lan Chile S.A., as lessee, with General Terms Engine Lease Agreement dated November 7, 2001 attached thereto, which was recorded by the FAA on December 5, 2001 and assigned Conveyance No. UU032267,

as assigned and assumed by First Transfer Master Assignment and Assumption Agreement and Bill of Sale [WLFC] dated September 16, 2002 between Wells Fargo Bank Northwest, National Association, as owner trustee, as assignor, and WLFC Funding Corporation, as assignee, which was recorded by the FAA on December 6, 2002 and assigned Conveyance No. J001809,

and as further assigned and assumed Contribution and Sale Agreement dated as of September 12, 2002 between Willis Lease Finance Corporation (successor by merger to WLFC Funding Corporation), as seller/assignor, and Willis Engine Funding LLC, as issuer/assignee, with Engine and Beneficial Interest Transfer Certificate between Willis Lease Finance Corporation, as assignor, and Willis Engine Funding LLC, as assignee, attached thereto, which was recorded by the FAA on December 6, 2002 and assigned Conveyance No. J001810,

as amended by Letter Agreement dated November 5, 2003 between Wells Fargo Bank Northwest, N.A., as owner trustee, as lessor, and Lan Chile S.A., as lessee, which was recorded by the FAA on November 24, 2003 and assigned Conveyance No. M003008.

Engine 727393*:

Aircraft Engine Lease Agreement dated as of December 14, 2004 between Wells Fargo Bank Northwest, National Association, as owner trustee (the “Owner Trustee”), as lessor, and IBERIA, L.A.E., S.A. (“IBERIA”), as lessee, with the following attached thereto: (i) General Terms Engine Lease Agreement dated as of October 3, 2002 between the Owner Trustee, as lessor, and IBERIA, as lessee, which lease and attachment were recorded by the FAA on January 11, 2005 and assigned Conveyance No. RS001101.

*As of July 31, 2005, IBERIA owes maintenance reserves in the amount of $57,500. This payment default information also applies to Engine 741573.

Engine 728154*:

Aircraft Engine Lease Agreement dated as of March 7, 2001 between Wells Fargo Bank Northwest, National Association, as owner trustee, as lessor, and Spanair S.A. (“Spanair”), as lessee, with the following attached thereto: (i) General Terms Engine Lease Agreement dated March 7, 2001, which lease and attachment were recorded by the FAA on March 22, 2001 and assigned Conveyance No. H101539,

as amended by Letter Amendment dated June 17, 2004 between Wells Fargo Bank Northwest, National Association, as owner trustee, as lessor, and Spanair S.A., as lessee, which was recorded by the FAA on August 13, 2004 and assigned Conveyance No. AA058490.

* See Engine 708173 for payment default information.

Engine 728173:

Aircraft Engine Lease Agreement dated as of November 16, 2001 between Wells Fargo Bank Northwest, National Association, as owner trustee (“WFBN”), as lessor, and Spirit Airlines, Inc., as lessee, with General Terms Engine Lease Agreement dated November 4, 2001 attached thereto, which was recorded by the FAA on December 4, 2001 and assigned Conveyance No. SS017842, as amended by Lease Amendment dated November 22, 2004 between WFBN, as lessor, and Spirit Airlines, Inc., as lessee, covering which was recorded by the FAA on December 17, 2004 and assigned Conveyance No. YY039134,

as assigned and assumed by First Transfer Master Assignment and Assumption Agreement and Bill of Sale [WLFC] dated as of September 16, 2002, between WFBN, as assignor, and WLFC Funding Corporation, as assignee, which was recorded by the FAA on December 6, 2002 and assigned Conveyance No. J001808,

as assigned and assumed by Contribution and Sale Agreement dated as of September 12, 2002 between Willis Lease Finance Corporation ( “Willis”) (as successor by merger to WLFC Funding Corporation), as seller/assignor, and Willis Engine Funding LLC, as issuer/assignee, with Engine and Beneficial Interest Transfer Certificate dated September 16, 2002 between Willis, as assignor, and Willis Engine Funding LLC, as assignee, attached thereto, which was recorded by the FAA on December 6, 2002 and assigned Conveyance No. J001810,

Engine 731570:

Aircraft Engine Lease Agreement dated as of December 5, 2002 between Wells Fargo Bank Northwest, N.A., as owner trustee, as lessor, and Lufthansa Technik AG, as lessee, with General Terms Engine Lease Agreement dated as of June 3, 1999 attached thereto, recorded by the Federal Aviation Administration on January 21, 2003 and assigned Conveyance No. JJ000416, as amended by Letter Amendment dated November 19, 2003, which was recorded by the FAA on December 9, 2003 and assigned Conveyance No. M003108, as further amended by Letter Amendment dated January 5, 2004, which was recorded by the FAA on February 24, 2004 and assigned Conveyance No. HK025440, as amended by Letter Amendment dated March 4, 2004, which was recorded by the FAA on April 1, 2004 and assigned Conveyance No. Y007911, as further amended by Letter Amendment dated January 11, 2005, which was recorded by the FAA on February 8, 2005 and assigned Conveyance No. L077444, and as further amended by Letter Amendment dated May 18, 2005, which was recorded by the FAA on June 7, 2005 and assigned Conveyance No. BB041942.

Engine 731812:

Aircraft Engine Lease Agreement dated as of March 28, 2001 between First Security Bank, National Association (now Wells Fargo Bank Northwest, National Association), as owner trustee, as lessor, and Gulf Air Company G.S.C., as lessee, with General Terms Engine Lease Agreement dated March 28, 2001 attached thereto, which was recorded by the FAA on April 2, 2001 and assigned Conveyance No. HK020735,

as assigned and assumed by Engine 731812 First Transfer Assignment and Assumption Agreement and Bill of Sale dated as of December 31, 2002 between Wells Fargo Bank Northwest, N.A., as owner trustee, as assignor, and Willis Lease Finance Corporation (“Willis”), as assignee, which was recorded by the FAA on January 23, 2003 and assigned Conveyance No. KK031329,

as further assigned and assumed by Engine or Beneficial Interest Transfer Certificate dated as of December 31, 2002 between Willis, as seller, and Willis Engine Funding LLC (“WEF”), as issuer, which was recorded by the FAA on January 23, 2003 and assigned Conveyance No. KK031330,

and as further assigned and assumed by Engine 731812 Assignment and Assumption Agreement and Bill of Sale dated as of December 31, 2002 between WEF, as assignor, and Wells Fargo Bank Northwest, National Association, as owner trustee, which was recorded by the FAA on January 23, 2003 and assigned Conveyance No. KK031331.

Engine 731999:

attachment were recorded by the FAA on April 2, 2001 and assigned Conveyance No. HK020733,

as assigned and assumed by Engine 731999 First Transfer Assignment and Assumption Agreement and Bill of Sale dated as of December 31, 2002 between Wells Fargo Bank Northwest, N.A., as owner trustee, as assignor, and Willis Lease Finance Corporation (“Willis”), as assignee, which was recorded by the FAA on February 27, 2003 and assigned Conveyance No. VV019879,

as further assigned and assumed by Engine or Beneficial Interest Transfer Certificate dated as of December 31, 2002 between Willis, as seller, and Willis Engine Funding LLC (“WEF”), as issuer, which was recorded by the FAA on February 27, 2003 and assigned Conveyance No. VV019880,

and as further assigned and assumed by Engine 731999 Assignment and Assumption Agreement and Bill of Sale dated as of December 31, 2002 between WEF, as assignor, and Wells Fargo Bank Northwest, National Association, as owner trustee, which was recorded by the FAA on February 27, 2003 and assigned Conveyance No. VV019881.

Engine 733172*:

Aircraft Engine Lease Agreement dated as of February 7, 2005 between Wells Fargo Bank Northwest, National Association, as owner trustee (the “Owner Trustee”), as lessor, and Air Luxor S.A. (“Air Luxor”), as lessee, with the following attached thereto: (i) General Terms Engine Lease Agreement dated as of February 7, 2005 between the Owner Trustee, and Air Luxor, which the lease and attachment were recorded by the FAA on March 22, 2005 and assigned Conveyance No. HH039337.

* As of July 31, 2005, Air Luxor owes rent in the amount of $58,000 and maintenance reserves in the amount of $31,940 for the total amount of $89,940.

Engine 733175*

Aircraft Engine Lease Agreement dated as of April 20, 2005 (the “Head Lease”) between Wells Fargo Bank Northwest, National Association, as owner trustee (the “Owner Trustee”), as lessor, and WLFC Funding (Ireland) Limited (“WLFC Ireland”), as lessee, with the following attached thereto: (i) General Terms Engine Lease Agreement dated as of June 2, 2003 between the Owner Trustee and WLFC Ireland, which was recorded by the FAA on April 25, 2005 and assigned Conveyance No. FF004470.

* As of July 31, 2005, Windjet SpA owes rent in the amount of $63,000. Windjet SpA is the subleassee under a Lease Agreement dated as of April 20, 2005 between WLFC Ireland and Windjet SpA.

Engine 733186:

Aircraft Engine Lease Agreement dated as of January 4, 2005 between Wells Fargo Bank Northwest, N.A., as owner trustee (the “Owner Trustee”), as lessor, and Onur Air Tasimacilik A.S. (“Onur”), as lessee, with the following attached thereto: (i) General Terms Engine lease dated as of January 4, 2005 between the Owner Trustee and Onur, which lease and attachment were recorded by the FAA on January 19, 2005 as assigned Conveyance No. RS001111, as amended by Lease Amendment dated March 30, 2005, which was recorded by the FAA on May 11, 2005 and assigned Conveyance No. M006282, as further amended by Lease Amendment dated July 14, 2005 which has been filed with the FAA on July 21, 2005, but not yet recorded.

Engine 733438:

Aircraft Engine Lease Agreement dated as of November 29, 2000 between First Security Bank, National Association, now Wells Fargo Bank Northwest, National Association, as owner trustee, as lessor, and SR Technics AG, as lessee, with General Terms Engine Lease Agreement dated November 29, 2000 attached thereto, which was recorded by the FAA on February 1, 2001 and assigned Conveyance No. HK020200,

as assigned and assumed by First Transfer Master Assignment and Assumption Agreement and Bill of Sale [WLFC] dated September 16, 2002, between Wells Fargo Bank Northwest, National Association, as owner trustee, as assignor, and WLFC Funding Corporation, as assignee, which was recorded by the FAA on December 6, 2002 and assigned Conveyance No. J001809,

as further assigned and assumed by Contribution and Sale Agreement dated as of September 12, 2002 between Willis Lease Finance Corporation (as successor by merger to WLFC Funding Corporation), as seller/assignor, and Willis Engine Funding LLC, as issuer/assignee, with Engine and Beneficial Interest Transfer Certificate dated September 16, 2002 between Willis Lease Finance Corporation, as assignor, and Willis Engine Funding LLC, as assignee, attached thereto, which was recorded by the FAA on December 6, 2002 and assigned Conveyance No. J001810,

as further assigned and assumed by Engine 733438 Assignment and Assumption Agreement and Bill of Sale dated as of October 29, 2002 between Willis Engine Funding LLC, as assignor, and Wells Fargo Bank Northwest, National Association, as owner trustee, as assignee, which was recorded by the FAA on December 9, 2002 and assigned Conveyance No. JJ001839.

Engine 733471:

Agreement dated November 29, 2000 attached thereto, which was recorded by the FAA on May 7, 2001 and assigned Conveyance No. H101988.

Engine 733715:

Aircraft Engine Lease Agreement dated as of March 31, 2005 between Wells Fargo Bank Northwest, National Association, as owner trustee (the “Owner Trustee”), as lessor, and Transmile Air Services SDN. BHD, as lessee (the “Lessee”), with the following attached thereto: (i) General Terms Engine Lease Agreement dated as of March 10, 2005 between the Owner Trustee, as lessor, and the Lessee, which lease and attachment were recorded by the FAA on April 5, 2005 and assigned Conveyance No. K039780.

Engine 733758:

Engine 740342:

Aircraft Engine Lease Agreement dated as of May 3, 2001 between Wells Fargo Bank Northwest, National Association, formerly First Security Bank, National Association, as owner trustee, as lessor, and Gulf Air Company G.S.C., as lessee, with General Terms Engine Lease Agreement dated March 28, 2001 attached thereto, which Lease Agreement and attachment were recorded by the FAA on May 7, 2001 and assigned Conveyance No. Q67587,

trustee, as assignee, which was recorded by the FAA on December 6, 2002 and assigned Conveyance No. J001812.

Engine 741414:

Engine 741573*:

Aircraft Engine Lease Agreement dated as of August 17, 2004 between Wells Fargo Bank Northwest, National Association, as owner trustee (the “Owner Trustee “), as lessor, and IBERIA, L.A.E., S.A. (“IBERIA”), as lessee, with the following attached thereto: (i) General Terms Engine Lease Agreement dated as of October 3, 2002 between the Owner Trustee, as lessor, and IBERIA, as lessee, which lease and attachment were recorded by the FAA on September 30, 2004 and assigned Conveyance No. Y010276.

* See Engine 727393 for payment default information.

Engine 741822*:

Aircraft Engine Lease Agreement dated as of June 13, 2002 between Wells Fargo Bank Northwest, National Association as owner trustee, as lessor, and Olympic Airways, S.A.,

as lessee, with General Terms Engine Lease Agreement dated June 13, 2002 attached thereto, which was recorded by the FAA on July 8, 2002 and assigned Conveyance No. I070362,

as assigned and assumed by Engine 741822 First Transfer Assignment and Assumption Agreement and Bill of Sale dated as of March 18, 2003 between Wells Fargo Bank Northwest, N.A., as owner trustee, as assignor, and Willis Lease Finance Corporation (“Willis”), as assignee, regarding the Lease Agreement, which was recorded by the FAA on April 1, 2003 and assigned Conveyance No. W002385,

and as further assigned and assumed by Engine 741822 Assignment and Assumption Agreement and Bill of Sale dated as of March 18, 2003 between WEF, as assignor, and Wells Fargo Bank Northwest, National Association, as owner trustee, as assignee, which was recorded by the FAA on April 1, 2003 and assigned Conveyance No. W002387.

* See Engine 695530 for payment default information.

Engine 779194:

Aircraft Engine Lease Agreement dated as of June 19, 1998 between Willis Lease Finance Corporation ( “Willis”), as lessor, and Air Jamaica Limited, as lessee, with General Terms Engine Lease Agreement dated as of June 19, 1998, attached thereto, which lease and attachment were recorded by the FAA as one instrument on August 5, 1998, and assigned Conveyance No. KK22899,

as amended by Letter Amendment dated January 25, 1999, which was recorded by the FAA on September 9, 1999, and assigned Conveyance No. MM018466,

as assigned and assumed under that certain Engine Transfer Certificate dated as of August 27, 1999 between Willis, as seller, and WLFC Funding Corporation, as issuer, which was recorded by the FAA on August 31, 1999 and assigned Conveyance No. II015208,

as assigned and assumed by Contribution and Sale Agreement dated as of September 12, 2002 between Willis (as successor by merger to WLFC Funding Corporation), as seller/assignor, and Willis Engine Funding LLC, as issuer/assignee, with Engine and Beneficial Interest Transfer Certificate dated September 16, 2002 between Willis, as assignor, and Willis Engine Funding LLC, as assignee, attached thereto, which was recorded by the FAA on December 6, 2002 and assigned Conveyance No. J001810,

and as further assigned and assumed by Engine 779194 Assignment and Assumption Agreement and Bill of Sale dated as of October 4, 2002 between Willis Engine Funding LLC, as assignor, and Wells Fargo Bank Northwest, National Association, as owner

trustee, as assignee, which was recorded by the FAA on March 3, 2003 and assigned Conveyance No. VV019884.

Engine 779484:

Aircraft Engine Lease Agreement dated as of December 22, 1998 between Willis Lease Finance Corporation (“Willis”), as lessor, and Flying Colours Airlines Limited, now JMC Airlines Limited (“JMC”), as lessee, with General Terms Engine Lease Agreement dated as of December 21, 1998 between Willis and JMC attached thereto, which was recorded by the FAA on January 4, 1999 and assigned Conveyance No. ZZ018400,

as assigned and assumed by Engine Transfer Certificate dated as of January 15, 1999 between Willis, as assignor, and WLFC Funding Corporation, as assignee, which was recorded by the FAA on May 10, 1999 and assigned Conveyance No. II014049,

as further assigned and assumed by Contribution and Sale Agreement dated as of September 12, 2002 between Willis (as successor by merger to WLFC Funding Corporation), as seller/assignor, and Willis Engine Funding LLC, as issuer/assignee, with Engine and Beneficial Interest Transfer Certificate between Willis, as assignor, and Willis Engine Funding LLC, as assignee, attached thereto, which was recorded by the FAA on December 6, 2002 and assigned Conveyance No. J001810;

as further assigned and assumed by Final Transfer Master Assignment and Assumption Agreement and Bill of Sale dated September 16, 2002 between Willis Engine Funding LLC, as assignor, and Wells Fargo Bank Northwest, National Association, as owner trustee, which was recorded by the FAA on December 6, 2002 and assigned Conveyance No. J001812; and

as further amended by Letter Amendment dated December 10, 2002 between Wells Fargo Bank Northwest, National Association, as owner trustee, as lessor, and JMC, as lessee, which was recorded by the FAA on February 4, 2003 and assigned Conveyance No. SS019159.

as further amended by Letter Amendment dated February 21, 2003 between Wells Fargo Bank Northwest, National Association, as owner trustee, as lessor, and JMC, as lessee, which was recorded by the FAA on March 26, 2003 and assigned Conveyance No. U081094,

as further amended by Letter Amendment dated July 31, 2003 between Wells Fargo Bank Northwest, National Association, as owner trustee, as lessor, and Thomas Cook Airlines UK Limited (formerly Flying Colours Airlines Limited and formerly JMC Airlines Limited), as lessee, which was recorded by the FAA on August 27, 2003 and assigned Conveyance No. BB039449.

Engine 856690*:

Aircraft Engine Lease Agreement dated as of March 3, 2005 between Wells Fargo Bank Northwest, National Association, as owner trustee (the “Owner Trustee”), as lessor, and Sichuan Snecma Aero-Engine Maintenance Co. Ltd., as lessee (the “Lessee”), with the following attached thereto: (i) General Terms Engine Lease Agreement dated as of March 2, 2005 between the Owner Trustee, as lessor, and the Lessee, which lease and attachment were recorded by the FAA on March 22, 2005 and assigned Conveyance No. L077809,

as amended by Letter Amendment dated April 14, 2005 between the Owner Trustee, as lessor, and the Lessee, which was recorded by the FAA on May 11, 2005 and assigned Conveyance No. KK035407.

* As of July 31, 2005, Lessee owes rent in the amount of $135,000 and maintenance reserves in the amount of $148,528 for the total amount of $283,528.

Engine 858327*:

Aircraft Engine Lease Agreement dated as of October 24, 2003 between Wells Fargo Bank Northwest, National Association, as owner trustee (the “Owner Trustee”), as lessor, and “VARIG”, S.A. (Viacão Aérea Rio-Grandense), as lessee, with the following attached thereto: (i) General Terms Engine Lease Agreement dated as of October 24, 2003, which lease and attachment were recorded by the FAA on December 8, 2003 and assigned Conveyance No. CC017813,

as amended by Amendment No. 1 to the Lease Agreement between the Owner Trustee and VARIG, which was recorded by the FAA on November 19, 2004 and assigned Conveyance No. QQ030203,

as further amended by Amendment No. 2 (858327) dated as of September 24, 2004 between the Owner Trustee and VARIG, which was recorded by the FAA on December 29, 2004 and assigned Conveyance No. Z004502,

and as further amended by Amendment No. 3 to the Lease Agreement between the Owner Trustee and VARIG, which was recorded May 5, 2005 and assigned Conveyance No. XX028726.

* See Engine 704371 for payment default information.

Engine 858788:

Aircraft Engine Lease Agreement dated as of March 16, 1998 between Willis Lease Finance Corporation (“Willis”), as lessor, and Rio-Sul Servicos Aereos Regionais S.A. (now known as Rio-Sul Linhas Aereas S.A.), as lessee, with the following attached thereto: (i) General Terms Engine Lease Agreement dated as of February 27, 1998, and (ii) Engine Transfer Certificate dated as of March 16, 1998, between Willis, as seller, and WLFC Funding

Corporation, as issuer, which lease and attachments were recorded by the FAA on March 31, 1998 and assigned Conveyance No. H93122,

as assigned by Assignment and Bill of Sale dated as of June 12, 2002 between WLFC Funding Corporation, as assignor, and Wells Fargo Bank Northwest, National Association, as owner trustee, as assignee, which was recorded by the FAA on July 23, 2002 and assigned Conveyance No. W000961,

as amended by Amendment No. 1 to the Lease Agreement dated May 30, 2003, which was recorded by the FAA on February 10, 2004 and assigned Conveyance No. Y007282,

as amended by Amendment No. 2 to the Lease Agreement July 14, 2003, which was recorded by the FAA on August 27, 2003 and assigned Conveyance No. T072906,

as further amended by Amendment No. 3 to the Lease Agreement dated as of November 14, 2003, which was recorded by the FAA on May 3, 2004 and assigned Conveyance No. M004010,

as further amended by Amendment No. 4 to the Lease Agreement dated March 16, 2004, which was recorded by the FAA on November 17, 2004 and assigned Conveyance No. QQ030180, and

as further amended by Amendment No. 5 to the Lease Agreement dated March 16, 2005, which was recorded by the FAA on May 5, 2005 and assigned Conveyance No. XX028727.

Engine 858789*:

Aircraft Engine Lease Agreement dated as of March 16, 1998 between Willis Lease Finance Corporation (“Willis”), as lessor, and Rio-Sul Servicos Aereos Regionais S.A., now known as Rio Sul Linhas Aereas S.A., as lessee, with the following attached thereto: (i) General Terms Engine Lease Agreement dated as of February 27, 1998, and (ii) Engine Transfer Certificate dated as of March 16, 1998 between Willis, as seller, and WLFC Funding Corporation, as issuer, which lease and attachments were recorded by the FAA on March 31, 1998 and assigned Conveyance No. H93123,

as assigned and assumed by Assignment and Bill of Sale dated as of June 12, 2002 between WLFC Funding Corporation, as assignor, and Wells Fargo Bank Northwest, National Association, as owner trustee, as assignee, which was recorded by the FAA on July 23, 2002 and assigned Conveyance No. W000964,

as amended by Amendment No. 1 to the Lease Agreement dated May 30, 2003, which was recorded by the FAA on February 10, 2004 and assigned Conveyance No. Y007283,

as further amended by Amendment No. 2 to the Lease Agreement dated July 14, 2003, which was recorded by the FAA on August 27, 2003 and assigned Conveyance No. T072907,

as further amended by Amendment No. 3 to the Lease Agreement dated November 14, 2003, which was recorded by the FAA on May 3, 2004 and assigned Conveyance No. M004009,

as further amended by Amendment No. 4 to the Lease Agreement, recorded by the FAA on November 17, 2004 and assigned Conveyance No. QQ030181,

and further amended by Amendment No. 5 to the Lease Agreement dated March 16, 2005, which was recorded by the FAA on May 5, 2005 and assigned Conveyance No. XX028728.

* Rio Sul Linhas Aereas S.A. owes pre-petition rent in the amount of $164,760 and pre-petition maintenance reserves in the amount of 103,994 for the total amount of $268,754.

Engine 872554*:

Aircraft Engine Lease Agreement dated April 25, 2002 between Amtec Corporation (“Amtec”), as lessor, and Lufthansa A.E.R.O. GmbH (“Lufthansa”), as lessee, which was recorded by the FAA on May 15, 2002 and assigned Conveyance No. NN023243,

as amended by Amendment No. 1 to Aircraft Engine Lease Agreement dated March 14, 2003 between Amtec, as lessor, and Lufthansa, as lessee, which was recorded by the FAA on May 20, 2003 and assigned Conveyance No. J003039,

as assigned and assumed by Lease Assignment and Assumption Agreement dated as of June 4, 2003 between Amtec, as assignor, and Willis Lease Finance Corporation (“Willis”), as assignee, which was recorded by the FAA on July 11, 2003 and assigned Conveyance No. T072529,

as assigned and assumed by Engine or Beneficial Interest Transfer Certificate 872554 dated as of May 12, 2003 between Willis, as seller, and Willis Engine Funding LLC (“WEF”), as issuer, which was recorded by the FAA on July 11, 2003 and assigned Conveyance No. T072530,

as further assigned and assumed by Engine 872554 Assignment and Assumption Agreement and Bill of Sale dated as of May 12, 2003 between WEF, as assignor, and Wells Fargo Bank Northwest, National Association, as owner trustee, as assignee, which was recorded by the FAA on July 11, 2003 and assigned Conveyance No. T072531.

* As of July 31, 2005, Lufthansa owes rent in the amount of $14,350 and maintenance reserves in the amount of $2,146 for the total amount of $16,496.

Engine 874243:

Aircraft Engine Lease Agreement dated as of April 29, 1998 between Willis Lease Finance Corporation (“Willis”) as lessor, and Shanghai Airlines (“Shanghai”) as lessee, with the following attached thereto: (i) General Terms Engine Lease Agreement dated as of April 29, 1998 between Willis and Shanghai, and (ii) Engine Transfer Certificate dated as of April 29, 1998 between Willis, as seller, and WLFC Funding Corporation (now Willis by merger), as issuer, which was recorded by the FAA on June 11, 1998 and assigned Conveyance No. MM015772 (the Engine Transfer Certificate was recorded separately by the FAA on June 11, 1998 and assigned Conveyance No. MM015773),

as assigned and assumed by Contribution and Sale Agreement dated as of September 12, 2002 between Willis (as successor by merger to WLFC Funding Corporation), as seller/assignor, and Willis Engine Funding LLC, as issuer/assignee, with Engine and Beneficial Interest Transfer Certificate dated September 16, 2002 attached thereto, which was which was recorded by the FAA on December 6, 2002 and assigned Conveyance No. J001810,

as amended by Letter Amendment dated April 15, 2005 between Wells Fargo Bank Northwest, National Association, as owner trustee, as lessor, and Shanghai, as lessee, which was recorded by the FAA on May 6, 2005 and assigned Conveyance No. U086162.

Engine 876272*:

Aircraft Engine Lease Agreement dated as of December 31, 2001 between Wells Fargo Bank Northwest, National Association, as owner trustee (the “Owner Trustee”), as lessor, and Air China, as lessee (“Lessee”), with Air China Group Import & Export Trading Co. (the “Company”) joining as consenting party, with the following attached thereto: (i) General Terms Engine Lease Agreement dated February 15, 2001 between the Owner Trustee as lessor, and the Lessee as lessee, with the Company joining as consenting party, and Willis Lease Finance Corporation joining as beneficiary, which lease and attachments were recorded by the FAA on April 12, 2002 and assigned Conveyance No. KK030104,

as amended by Letter Amendment dated June 27, 2001 between Wells Fargo Bank Northwest, National Association, as owner trustee, and Air China, as lessee, (and also signed by Air China Group Import & Export Trading Co. and Willis Lease Finance Corporation), which was recorded by the FAA on July 10, 2001 and assigned Conveyance No. ZZ024939,

as assigned and assumed by 876272 First Transfer Assignment and Assumption Agreement and Bill of Sale dated as of February 25, 2005 between Wells Fargo Bank Northwest,

N.A., as owner trustee, as assignor, and Willis Lease Finance Corporation (“Willis”), as assignee, which was recorded by the FAA on March 4, 2005 and assigned Conveyance No. J009056,

as assigned and assumed by Engine or Beneficial Interest Transfer Certificate dated as of February 25, 2005 between Willis, as seller, and Willis Engine Funding LLC (“WEF”), as issuer, which was recorded by the FAA on March 4, 2005 and assigned Conveyance No. J009057,

as further assigned and assumed by Engine 876272 Assignment and Assumption Agreement and Bill of Sale dated as of February 25, 2005 between WEF, as assignor, and Wells Fargo Bank Northwest, National Association, as owner trustee, as assignee, which was recorded by the FAA on March 4, 2005 and assigned Conveyance No. J009058.

* As of July 31, 2005, Lessee owes rent in the amount of $165,000 and maintenance reserves in the amount of $31,279 for the total amount of $196,279.

Engine 888763*:

Aircraft Engine Lease Agreement dated as of September 30, 2004 between Wells Fargo Bank Northwest, National Association, as owner trustee, as lessor, and “VARIG”, S.A. (Viacão Aérea Rio-Grandense), as lessee, with the following attached thereto: (i) General Terms Engine Lease Agreement dated as of October 24, 2003, (ii) Side Letter No. 1 to the Lease Agreement dated September 30, 2004, which lease and attachments were recorded by the FAA as one instrument on November 17, 2004 and assigned Conveyance No. J008060,

as assigned and assumed by Engine 888763 First Transfer Assignment and Assumption Agreement and Bill of Sale dated as of February 4, 2005 between Wells Fargo Bank Northwest, N.A., as owner trustee, as assignor, and Willis Lease Finance Corporation (“Willis”), as assignee, which was recorded by the FAA on March 28, 2005 and assigned Conveyance No. Q074365,

as assigned and assumed by Engine or Beneficial Interest Transfer Certificate dated as of February 4, 2005 between Willis Engine Funding LLC (“WEF”), as issuer/assignee, and Willis, as seller/assignor, which was recorded by the FAA on March 28, 2005 and assigned Conveyance No. Q074366,

as further assigned and assumed by Engine 888763 Assignment and Bill of Sale dated as of February 4, 2005 between WEF, as assignor, and Wells Fargo Bank Northwest, National Association, as owner trustee, as assignee, which was recorded by the FAA on March 28, 2005 and assigned Conveyance No. Q074367.

* See Engine 704371 for payment default information.

Engine 890704:

Aircraft Engine Lease Agreement dated as of January 14, 2004 between Wells Fargo Bank Northwest, N.A., as owner trustee, as lessor, and GOL Transportes Aereos S.A., as lessee, with General Terms Engine Lease Agreement attached thereto, which was recorded by the FAA on February 12, 2004 and assigned Conveyance No. E003590,

as assigned and assumed by Engine 890704 First Transfer Assignment and Assumption Agreement and Bill of Sale dated as of January 14, 2005 between Wells Fargo Bank Northwest, N.A., as owner trustee, as assignor, and Willis Lease Finance Corporation (“Willis”), as assignee, which was recorded by the FAA on February 15, 2005 and assigned Conveyance No. MM027357,

as assigned and assumed by Engine or Beneficial Interest Transfer Certificate 890704 dated as of January 14, 2005 between Willis, as seller, and Willis Engine Funding LLC (“WEF”), as issuer, which was recorded by the FAA on February 15, 2005 and assigned Conveyance No. MM027358,

as further assigned and assumed by Engine 890704 Assignment and Assumption Agreement and Bill of Sale dated as of January 14, 2005 between WEF, as assignor, and Wells Fargo Bank Northwest, National Association, as owner trustee, as assignee, whereby which was recorded by the FAA on February 15, 2005 and assigned Conveyance No. MM027359.

Engine 890988:

Aircraft Engine Lease Agreement dated as of September 10, 2004 between Wells Fargo Bank Northwest, National Association, as owner trustee, as lessor, and Aerovias de Mexico, S.A. de C.V., as lessee, with the following attached hereto: (i) General Terms Engine lease dated as of February 3, 2003 and Amendment No. 1 thereto dated October 15, 2003, which lease and attachments were recorded by the FAA on October 25, 2004 and assigned Conveyance No. R065506.

EXHIBIT 3.01(k)

Initial Engines and Remaining Engines

Initial Engines

Manufacturer	Model	ESN

Rolls Royce	RB211-535E4	30771
Rolls Royce	3007A	311498
Rolls Royce	3007A	312234
CFM International	CFM56-5B	575283
CFM International	CFM56-5B	575573
CFM International	CFM56-5B	577214
General Electric	CF6-80C2A	695530
General Electric	CF6-80C2B	704371
General Electric	CF6-80C2B	704447
General Electric	CF6-80C2D1F	704638
Pratt & Whitney	JT8D-200	708173
Pratt & Whitney	PW2037	716430
Pratt & Whitney	JT8D-200	716779
Pratt & Whitney	JT8D-200	718210
Pratt & Whitney	JT8D-200	718262
CFM International	CFM56-3C1	721877
Pratt & Whitney	PW4060	724721
Pratt & Whitney	PW4158	724862
CFM International	CFM56-3C1	725183
Pratt & Whitney	JT8D-200	725434
CFM International	CFM56-3C1	725522
Pratt & Whitney	JT8D-200	726169
Pratt & Whitney	JT8D-200	726173
Pratt & Whitney	JT8D-200	726195
Pratt & Whitney	JT8D-200	726203
Pratt & Whitney	PW2037	727057
CFM International	CFM56-3C1	727255
Pratt & Whitney	PW4060	727340
Pratt & Whitney	PW4060	727393
Pratt & Whitney	JT8D-200	728154
Pratt & Whitney	JT8D-200	728173
CFM International	CFM56-5A	731570
CFM International	CFM56-5A	731812
CFM International	CFM56-5A	731999
CFM International	CFM56-5A	733172
CFM International	CFM56-5A	733175
CFM International	CFM56-5A	733186
Pratt & Whitney	PW4168A	733438
Pratt & Whitney	PW4168A	733471

Pratt & Whitney	PW4168A	733587
Pratt & Whitney	PW4462-3	733715
Pratt & Whitney	PW4462-3	733758
CFM International	CFM56-5C	740342
CFM International	CFM56-5C	741414
CFM International	CFM56-5C	741573
CFM International	CFM56-5C	741822
CFM International	CFM56-5B	779194
CFM International	CFM56-5B	779484
CFM International	CFM56-3C1	856690
CFM International	CFM56-3C1	858327
CFM International	CFM56-3C1	858788
CFM International	CFM56-3C1	858789
General Electric	CF34-3A/B	872554
CFM International	CFM56-7B	874243
CFM International	CFM56-7B	876272
CFM International	CFM56-7B	888763
CFM International	CFM56-7B	890704
CFM International	CFM56-7B	890988

Remaining Engines

Manufacturer	Model	ESN

General Electric	CF6-80C2B	695344
General Electric	CF6-80C2B	702668
General Electric	CF6-80C2B	695495*

* Third Remaining Engine

EX-10.35 3 a05-18192_4ex10d35.htm MATERIAL CONTRACTS

Exhibit 10.35

WILLIS ENGINE SECURITIZATION TRUST
$200,000,000 Series 2005-A1 Floating Rate Notes

NOTE PURCHASE AGREEMENT

As of July 28, 2005

UBS Securities LLC and

UBS Limited, each d.b.a.

UBS Investment Bank

1285 Avenue of the Americas, 11^th Floor

New York, New York 10019

Ladies and Gentlemen:

1. Introduction. Willis Lease Finance Corporation, a Delaware corporation (“Willis”), has formed Willis Engine Securitization Trust, a Delaware statutory trust (“WEST”), that will issue Willis Engine Securitization Trust Series 2005-A1 Floating Rate Notes (the “Notes”), in the initial aggregate principal amount of $200,000,000, secured by (among other things) WEST’s indirect ownership interests in certain aircraft engines (“Engines”) and operating leases thereon. WEST will acquire its indirect ownership interest in the Engines and related leases and other assets from Willis pursuant to an asset transfer agreement dated as of the Closing Date (as defined below) (the “Asset Transfer Agreement”). The Notes will be issued pursuant to an indenture dated as of the Closing Date (the “Master Indenture”) between WEST and Deutsche Bank Trust Company Americas (“Deutsche”), as indenture trustee (in such capacity the “Indenture Trustee”) as supplemented by the Series 2005-A1 supplement thereto dated as of the Closing Date (the “Series Supplement” and, together with the Master Indenture, the “Indenture”), and secured pursuant to a security trust agreement dated as of the Closing Date among WEST and various of WEST’s direct and indirect subsidiaries as grantors, and Deutsche as security trustee (in such capacity the “Security Trustee”). Capitalized terms used herein that are not otherwise defined have the meanings given to them in the Indenture.

UBS Securities LLC (“UBSS”) and UBS Limited (“UBSL”), jointly are doing business as UBS Investment Bank (“UBS”), a securities firm engaged in the business of selling securities directly to purchasers or through other securities dealers. WEST proposes to issue and sell the Notes (the “Offered Notes”) to UBS (the “Initial Purchaser”) pursuant to the terms and conditions of this note purchase agreement (this “Agreement”).

WEST will offer the Offered Notes through the Initial Purchaser for resale without their being registered under the Act (as defined herein) in reliance upon exemptions provided by Section 4(2) and Rule 144A thereof and Regulation S thereunder (“Regulation S”). The Offered Notes will be offered for resale by the Initial Purchaser (a) only (i) to persons who are Qualified Institutional Buyers or Institutional Accredited Investors (in each case as defined

herein), or (ii) outside the United States to persons who are non-U.S. persons in reliance upon, and in accordance with, Regulation S (persons satisfying the foregoing requirements, “Eligible Investors”), and (b) in accordance with any applicable laws and the restrictions set forth in the Final Offering Memorandum (as defined below) under the headings “Plan of Distribution” and “Transfer Restrictions”.

As used herein, “Qualified Institutional Buyer” means a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933, as amended (the “Act”); “U.S. Person” means a “U.S. person” within the meaning of Rule 902(k) of Regulation S under the Act; and “Institutional Accredited Investor” means either (i) an “accredited investor” within the meaning of paragraph (1), (2), (3), or (7) of Rule 501(a) of Regulation D under the Act or (ii) an entity all of whose equity owners fall within those paragraphs.

WEST has prepared and delivered to the Initial Purchaser a preliminary private placement memorandum dated June [ ], 2005 and distributed on or about June 29, 2005 and as supplemented by the Supplement thereto dated July 19, 2005 (as so supplemented, the “Preliminary Private Placement Memorandum”). WEST will prepare and deliver to the Initial Purchaser a final offering memorandum dated on or about August 2, 2005 (the “Final Offering Memorandum”). The Preliminary Private Placement Memorandum and the Final Offering Memorandum and all amendments or supplements to them, or revisions of them, and any accompanying exhibits and supplemental offering materials delivered to any prospective investor, are herein referred to as the “Offering Documents.”

2. Offers and Sales of Offered Notes; Fees and Expenses.

(a) Subject to the terms and conditions contained herein and on the basis of the representations and warranties herein set forth, WEST hereby agrees to sell the Offered Notes to the Initial Purchaser as provided herein, and UBSS and UBSL, as the Initial Purchaser, hereby jointly and severally agree to purchase such Offered Notes from WEST on the Closing Date (as defined below), in the amount and at the price (the “Purchase Price”) set forth on Schedule A hereto. UBSS and UBSL, as the Initial Purchaser, have agreed that the offering of the Offered Notes will be made during the Offering Period (and, if applicable, the Resale Period) (each as defined below), and UBSS and UBSL, as the Initial Purchaser, jointly and severally agree, dining the Offering Period and, if applicable, the Resale Period,

(i) to use their best efforts to identify and obtain resale orders for the Offered Notes with prospective purchasers that the Initial Purchaser believes to be Eligible Investors;

(ii) to deliver the applicable Offering Documents as approved by WEST and Willis to each prospective investor in the Offered Notes; and

(iii) to solicit offers for the Offered Notes in accordance with this Agreement.

“Offering Period” means the period beginning today and ending on the earliest of

• the termination of this Agreement in accordance with Section 8,

• the Closing Date (as defined in Section 3 below), and

• any other date mutually agreed upon by the Initial Purchaser, Willis and WEST.

“Resale Period” means the 180 day period beginning on the Closing Date, during which period any unsold principal amount of Offered Notes that may have been purchased by the Initial Purchaser on the Closing Date as described in Section 6(v) hereof remains unsold by the Initial Purchaser (it being understood that no Resale Period exists, if no such unsold amount is purchased on the Closing Date, or continues to exist once such unsold amount that is purchased is resold by the Initial Purchaser).

(b) Willis and WEST confirm that they have authorized the Initial Purchaser to offer the Offered Notes for resale before today in a manner consistent with this Agreement and to use the Offering Documents in connection therewith.

(c) As compensation for the services of the Initial Purchaser under this Agreement, WEST agrees to pay the Initial Purchaser a commission, in same-day funds on the Closing Date and simultaneously with the issuance and sale of the Offered Notes, equal to 0.80% of the original principal amount of the Offered Notes that are purchased by the Initial Purchaser, and regardless of whether the Offered Notes are resold to investors identified by the Initial Purchaser or another party. Such compensation shall be separate from, and (as applicable) in addition to, any other compensation which Willis and/or WEST may agree or have agreed to pay UBS in any other capacities in which it may be acting in connection with the structuring and sale of the Offered Notes, including without limitation the role of Co-structuring Agent as described in the Offering Documents.

(d) In addition, whether or not the transactions contemplated by this Agreement are consummated, WEST agrees to pay or cause to be paid the following (it being understood that if WEST should fail to pay such amounts, Willis hereby agrees to pay such expenses of UBS):

(i) the fees of, disbursements by, and expenses of counsel to and accountants of the Initial Purchaser (subject to, in the case of such amounts relating to counsel, any separate agreement limiting such costs that UBS, WEST and Willis may enter into on or after the date hereof) and the reasonable out-of-pocket expenses of the Initial Purchaser, in each case incurred in connection with the offering and distribution of the Offered Notes;

(ii) all expenses in connection with the preparation, printing, and distribution of the Offering Documents and any amendments and supplements to them or revisions of them;

(iii) the cost of preparing certificates representing the Offered Notes;

(iv) the fees charged by Moody’s and Fitch for rating the Offered Notes;

(v) the fees and expenses of the Indenture Trustee and Security Trustee and the fees and disbursements of counsel for the Indenture Trustee and Security Trustee in connection with its execution and delivery of the Indenture and the Security Trust Agreement, as applicable; and

(vi) the fees and expenses of UT Finance Corporation and the fees and disbursements of counsel for UT Finance Corporation in connection with its execution and delivery of the Backup Servicing Agreement and the Backup Administrative Agency Agreement, if any and as applicable.

(e) WEST agrees to pay, and will save the Initial Purchaser harmless from, all liabilities with respect to nonpayment or delay in payment of, any taxes that may be payable with respect to the execution and delivery of this Agreement or any other agreements entered into in connection with the issuance and sale of the Offered Notes.

(f) WEST agrees to pay, or reimburse the Initial Purchaser for, all reasonable expenses (including all reasonable out-of-pocket expenses that the Initial Purchaser may incur) in connection with (i) the enforcement of this Agreement by the Initial Purchaser against Willis or WEST, or (ii) the Initial Purchaser’s waiver of, or giving of consents to amendments of, any terms of this Agreement (whether or not the amendment or waiver becomes effective).

(g) The Initial Purchaser (in its capacity as such hereunder) will not have any rights or obligations in connection with the offering contemplated hereby except as expressly provided in this Agreement. In no event shall the Initial Purchaser be obligated to purchase the Offered Notes, whether as principal or agent, or to cause the resale of the Offered Notes, other than its obligations to use its best efforts to perform the services specifically set forth herein with respect to the Offered Notes and to purchase the Offered Notes, subject to the terms and conditions hereof. The Initial Purchaser is under no obligation to make a market in the Offered Notes.

3. Delivery. The Offered Notes shall be issued in the forms provided in the Indenture and in denominations no less than the minimum denominations specified in the Final Offering Memorandum, and payment for the Offered Notes will be made at the offices of Pillsbury Winthrop Shaw Pittman LLP, New York, New York (or such other place as shall be agreed upon by the Initial Purchaser and WEST), at 10:00 a.m., New York City time, on August 9 , 2005 (or at such other time or date, not later than seven full Business Days thereafter, as shall be agreed upon by the Initial Purchaser and WEST) (such date and time of payment and delivery being referred to herein as the “Closing Date”). Subject to WEST’s receipt and acceptance of subscriptions or resale orders with the prospective Eligible Investors, against payment to or upon the order of WEST by the Initial Purchaser of the purchase price by wire transfer of immediately available funds, WEST shall cause the Offered Notes (or beneficial interests therein) to be delivered to the Initial Purchaser.

Delivery of the Offered Notes on the Closing Date will be made in book-entry form through the facilities of The Depository Trust Company (“DTC”) and, in the case of any Book-Entry Notes to be delivered or resold to non-U.S. Persons, the facilities of Clearstream Banking société anonyme, or the Euroclear System (Notes delivered in book-entry form, “Book-Entry Notes”). Each Class of Book-Entry Notes will be represented by definitive global certificated Notes to be deposited by or on behalf of WEST with DTC.

4. Representations, Warranties and Agreements.

(a) WEST and Willis represent and warrant to, and agree with, the Initial Purchaser that:

(i) The Initial Purchaser has been furnished with a copy of the Offering Documents, other than the Final Offering Memorandum. Not later than three (3) Business Days before the Closing Date, the Initial Purchaser will be furnished with a copy of the Final Offering Memorandum. In each case, the Offering Documents contain, among other things, information concerning the Offered Notes, the Indenture and the other Related Documents (as defined in the Indenture). As of their respective dates, the Offering Documents and any amendments or supplements thereto did not and will not, and as of the Closing Date the Final Offering Memorandum will not, contain any untrue statement of a material fact and will not omit to state a material fact necessary in order to make the statements in them, in the light of the circumstances under which they were made, not misleading, except that no representation is made as to (A) the International Bureau of Aviation Study/IBA Appraisal contained therein as Schedule D and summaries thereof and any other projections or expressions of fact, opinion or belief of, or any other statistical data attributable to, the International Bureau of Aviation Study/IBA Appraisal; (B) the Avitas Appraisal contained therein as Schedule E and summaries thereof and any other projections or expressions of fact, opinion or belief of, or any other statistical data attributable to, the Avitas Appraisal; (C) the Airclaims Appraisal contained therein as Schedule F and summaries thereof and any other projections or expressions of fact, opinion or belief of, or any other statistical data attributable to, the Airclaims Appraisal; (D) the BK Appraisal contained therein as Schedule G and summaries thereof and any other projections or expressions of fact, opinion or belief of, or any other statistical data attributable to, the BK Appraisal; (E) the SH&E Study contained therein and summaries thereof and any other projections or expressions of fact, opinion or belief of, or any other statistical data attributable to, the SH&E Study, (F) the statements concerning The Depository Trust Company and its book-entry system; and (G) any notice, legend, disclosure or other item included in or related to the Final Offering Memorandum as a result of any offering in any jurisdiction other than the United States of America.

(ii) The descriptions of the Offered Notes and the Related Documents set forth in the Offering Documents, and the statements in the Offering Documents under the

captions “Certain U.S. Federal Income Tax Considerations” and “Certain ERISA Considerations”, insofar as they purport to describe the provisions of the laws and documents referred to therein, are materially accurate, complete and fair.

(b) Willis represents and warrants to, and agrees with, the Initial Purchaser that:

(i) Willis is a corporation, duly organized, validly existing, and in good standing under the laws of the State of Delaware, with full power and authority to own its properties and to conduct its business, as described in the Offering Documents, and is duly qualified (or, as of the Closing Date, will be so qualified) to do business as a foreign corporation in each jurisdiction in which the nature of its activities, its ownership or lease of property or the conduct of its business requires such qualification. Willis (whether individually or in the capacity of Servicer or Administrative Agent, as applicable) has full power and authority to enter into and perform its obligations under this Agreement, as well as (to the extent that it is a party thereto) the Related Documents, and Willis is conducting its business so as to comply in all material respects with all applicable statutes, ordinances, rules, and regulations of the jurisdictions in which it is conducting business.

(ii) This Agreement has been duly authorized, executed, and delivered by Willis. At or before the Closing Date, Willis will have duly authorized, executed, and delivered each Related Document to which it is a party.

(iii) Assuming their due authorization, execution, and delivery by the other parties to them other than Willis or any subsidiary thereof, as applicable, this Agreement and each of the Related Documents to which Willis or any subsidiary thereof is a party, when delivered by Willis or such subsidiary, will constitute valid and binding agreements of Willis or such subsidiary, enforceable against Willis or such subsidiary, as applicable, in accordance with their respective terms, except as enforceability may be limited by

• bankruptcy, insolvency, liquidation, receivership, moratorium, reorganization, fraudulent conveyance, or other similar laws affecting the rights of creditors generally,

• general principles of equity, regardless of whether enforcement is sought in a proceeding in equity or at law, and

• public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of any of those agreements that provide indemnification or contribution from securities law liabilities.

(iv) The execution, delivery, and performance of this Agreement and the Related Documents to which it is a party, will not result in a breach or violation of any

term of the certificate of incorporation or by-laws or trust agreement or limited liability company agreement of, or any statute or regulation applicable to, Willis or any subsidiary thereof, or conflict with, result in a material breach, violation, or acceleration of, or constitute a default under, any indenture or other agreement or instrument to which Willis or any of its subsidiaries is a party or by which any of them is bound, or any order or decree applicable to Willis or any of its subsidiaries of any court, regulatory body, administrative agency, or governmental body having jurisdiction over Willis or any of its subsidiaries. None of Willis or any of its subsidiaries is a party to, bound by, or in breach or violation of any indenture or other agreement or instrument, or subject to or in violation of any statute, order, or regulation of any court, regulatory body, administrative agency, or governmental body having jurisdiction over it that materially adversely affects the ability of Willis or such subsidiary, as applicable, to perform its obligations under this Agreement or any Related Document to which it is a party.

(v) There are no actions or proceedings against, or investigations of, Willis or any subsidiary thereof pending or, to the knowledge of Willis, threatened before any court, administrative agency or other tribunal

• asserting the invalidity of this Agreement, any Related Document, or the Offered Notes,

• seeking to prevent the issuance of the Offered Notes or the consummation of any of the transactions contemplated by this Agreement or the Related Documents,

• that might materially adversely affect the performance by Willis or any subsidiary thereof (taken as a whole) of its respective obligations under, or the validity or enforceability against any of them of, this Agreement or any Related Document to which any of them is a party, or the Offered Notes, or

• seeking to affect adversely the federal income tax attributes of the Offered Notes described in the Offering Documents.

(vi) Since the date of the latest audited financial statements of Willis there has been no material adverse change, nor any development or event involving a prospective material adverse change, in the condition (financial or otherwise), business, properties or results of operations of Willis or its subsidiaries taken as a whole.

(vii) No authorization, approval, or consent of, or filing with, any court or governmental authority or agency is necessary in connection with (A) Willis’ or any subsidiary’s execution and delivery of this Agreement or any Related Document to which it is a party, or (B) the offering, issuance, or sale of the Offered Notes as contemplated in this Agreement and the Indenture, except such as may be required under state securities laws, such security interest filings as may be contemplated in the Security Trust Agreement or the Indenture or other applicable Related Document, and any disclosures with respect to the transactions contemplated hereby required of Willis under the federal securities laws.

(viii) Willis possesses all material licenses, certificates, authorizations, and permits issued by the appropriate state, federal, or foreign regulatory agencies or bodies necessary to conduct the business now operated by it, except in cases in which failure to obtain all licenses, certificates and permits or other approvals would not singly or in the aggregate have a material adverse effect on Willis and any subsidiary thereof taken as a whole. Willis has not received any notice of proceedings relating to the revocation or modification of any such license, certificate, authorization, or permit that, singly or in the aggregate, if the subject of any unfavorable decision, ruling, or finding, would materially adversely affect the business, operations, financial condition, properties or assets of Willis and any subsidiary thereof taken as a whole.

(ix) Any taxes, fees, and other governmental charges payable by Willis or any subsidiary thereof in connection with the execution and delivery of this Agreement, the Related Documents to which any of them is a party and the issuance and sale of the Offered Notes (other than federal, state, and local taxes payable on the income or gain recognized therefrom), have been or will be paid on or before the Closing Date.

(x) None of Willis nor any of its affiliates nor any persons acting on its or their behalf (other than the Initial Purchaser, any affiliate of the Initial Purchaser or anyone acting on its or their behalf, as to whom Willis makes no representation) has engaged or shall engage in any directed selling efforts as defined in Rule 902 of Regulation S under the Act with respect to the Offered Notes, and none of the foregoing persons has offered or sold any of the Offered Notes; and none of the foregoing persons has entered into any other contractual arrangements with any person with respect to the distribution of the Offered Notes.

(xi) None of Willis or any of its affiliates has offered or sold the Offered Notes by means of any form of general solicitation or general advertising and none of the foregoing persons shall offer to sell, offer for sale or sell the Offered Notes by means of any advertisement, article, notice or other communication published in any newspaper, magazine or similar medium or broadcast over television or radio, or any seminar or meeting whose attendees have been invited by any general solicitation or general advertising.

(xii) Prior to the consummation of the offering and resale transactions contemplated herein, none of Willis or any of its affiliates has or will, either alone or with one or more other persons, bid for or purchase for any account in which it or any of its affiliates has a beneficial interest, any Offered Notes or attempt to induce any person to purchase any Offered Notes; and none of them will make bids or purchases for the purpose of creating actual, or apparent, active trading in, or raising the price of, the Offered Notes.

(xiii) Willis is not required to be registered as an “investment company” under the Investment Company Act of 1940, as amended (the “Investment Company Act”).

(i) WEST is a statutory trust, duly organized, validly existing, and in good standing under the laws of the State of Delaware, with full power and authority to own its properties and to conduct its business, as described in the Offering Documents and as presently conducted, and is duly qualified to do business as a foreign entity in each jurisdiction in which the nature of its activities, its ownership or lease of property or the conduct of its business requires such qualification. WEST has full power and authority to enter into and perform its obligations under this Agreement and the Related Documents to which it is a party, and WEST is conducting its business so as to comply in all material respects with all applicable statutes, ordinances, rules, and regulations of the jurisdictions in which it is conducting business.

(ii) Each subsidiary of WEST that is party to any Related Document is an entity duly organized, validly existing and (to the extent such concept is relevant) in good standing under the laws of its applicable chartering jurisdiction, with full power and authority to own its properties and to conduct its business, as described in the Offering Documents and as presently conducted, and is duly qualified to do business as a foreign entity in each jurisdiction in which the nature of its activities, its ownership or lease of property or the conduct of its business requires such qualification. Each such subsidiary has full power and authority to enter into and perform its obligations under the Related Documents to which it is a party, and each such subsidiary is conducting its business so as to comply in all material respects with all applicable statutes, ordinances, rules, and regulations of the jurisdictions in which it is conducting business.

(iii) This Agreement has been duly authorized, executed, and delivered by WEST. At or before the Closing Date, WEST and each subsidiary thereof will have duly authorized, executed, and delivered each Related Document to which it is a party, as applicable.

(iv) Assuming their due authorization, execution, and delivery by the other parties to them other than Willis or WEST or a subsidiary thereof, as applicable, this Agreement and each of the Related Documents, when delivered by any of WEST (or a subsidiary thereof) that is a party thereto, will constitute valid and binding agreements of WEST and/or such subsidiary (in each case to the extent a party thereto), enforceable against WEST and/or such subsidiary in accordance with their respective terms, except as enforceability may be limited by

• bankruptcy, insolvency, liquidation, receivership, moratorium, reorganization, fraudulent conveyance or other similar laws affecting the rights of creditors generally,

• general principles of equity, regardless of whether enforcement is sought in a proceeding in equity or at law, and

(v) The issuance and sale of the Offered Notes has been duly and validly authorized by WEST; and the Offered Notes, when duly and validly executed by WEST and authenticated by the Indenture Trustee in accordance with the Indenture, and paid for and delivered as contemplated in this Agreement, will be valid, binding and enforceable obligations of WEST entitled to the benefits of the Indenture and the Security Trust Agreement, except as enforceability may be limited by (A) bankruptcy, insolvency, liquidation, receivership, moratorium, reorganization, fraudulent conveyance or other similar laws affecting the rights of creditors generally, and (B) general principles of equity, regardless of whether enforcement is sought in a proceeding in equity or at law.

(vi) The execution, delivery, and performance of this Agreement and the Related Documents to which it is a party, will not result in a breach or violation of any term of the certificate of incorporation or by-laws or trust agreement or limited liability company agreement of, or any statute or regulation applicable to, WEST or any subsidiary thereof, or conflict with, result in a material breach, violation, or acceleration of, or constitute a default under, any indenture or other agreement or instrument to which WEST or any of its subsidiaries is a party or by which any of them is bound, or any order or decree applicable to WEST or any of its subsidiaries of any court, regulatory body, administrative agency, or governmental body having jurisdiction over WEST or any of its subsidiaries. None of WEST or any of its subsidiaries is a party to, bound by, or in breach or violation of any indenture or other agreement or instrument, or subject to or in violation of any statute, order, or regulation of any court, regulatory body, administrative agency, or governmental body having jurisdiction over it that materially adversely affects the ability of WEST or such subsidiary, as applicable, to perform its obligations under this Agreement or any Related Document to which it is a party.

(vii) There are no actions or proceedings against, or investigations of, WEST or any subsidiary thereof pending or, to the knowledge of WEST, threatened before any court, administrative agency or other tribunal

• asserting the invalidity of this Agreement, any Related Document, or the Offered Notes,

• seeking to prevent the issuance of the Offered Notes or the consummation of any of the transactions contemplated by this Agreement or the Related Documents,

• that might materially adversely affect the performance by WEST or any subsidiary thereof (taken as a whole) of its respective obligations under, or the validity or enforceability against any of them of, this Agreement or any Related Document to which any of them is a party, or the Offered Notes, or

• seeking to affect adversely the federal income tax attributes of the Offered Notes described in the Offering Documents.

(viii) There has not been any material adverse change in the business, operations, financial condition, properties, or assets of WEST or any subsidiary thereof (except in respect of the adverse effect that the financial difficulties of Varig and its subsidiary Rio Sul as a lessee, as disclosed in the Offering Documents, would have on the affected lessor subsidiaries of WEST Funding) that would have a material adverse effect on the ability of any of them to perform its obligations under this Agreement, or any Related Document to which it is a party (as applicable).

(ix) No authorization, approval, or consent of, or filing with, any court or governmental authority or agency is necessary in connection with (A) WEST’s or any subsidiary’s execution and delivery of this Agreement or any Related Document to which it is a party, or (B) the offering, issuance, or sale of the Offered Notes as contemplated in this Agreement and the Indenture, except such as may be required under state securities laws, and such security interest filings as may be contemplated in the Security Trust Agreement or the Indenture or other applicable Related Document.

(x) Each of WEST and any subsidiary thereof party to a Related Document possesses all material licenses, certificates, authorizations, and permits issued by the appropriate state, federal, or foreign regulatory agencies or bodies necessary to conduct the business now operated by it, except in cases in which failure to obtain all licenses, certificates and permits or other approvals would not singly or in the aggregate have a material adverse effect on WEST and any subsidiary thereof taken as a whole. Neither WEST nor any such subsidiary has received any notice of proceedings relating to the revocation or modification of any such license, certificate, authorization, or permit that, singly or in the aggregate, if the subject of any unfavorable decision, ruling, or finding, would materially adversely affect the business, operations, financial condition, properties or assets of WEST or such subsidiary, as applicable.

(xi) Any taxes, fees, and other governmental charges payable by WEST or any subsidiary thereof in connection with the execution and delivery of this Agreement, the

Related Documents to which any of them is a party and the issuance and sale of the Offered Notes (other than federal, state, and local taxes payable on the income or gain recognized therefrom), have been or will be paid on or before the Closing Date.

(xii) Immediately following the closing of the transactions contemplated on the Closing Date, there will not exist any default by WEST or any condition, event or act, which, with notice or lapse of time or both, would constitute an Event of Default or Early Amortization Event.

(xiii) WEST has not, directly or indirectly, solicited any offer to buy or offered to sell, and shall not, directly or indirectly, solicit any offer to buy or offer to sell, in the United States or to any United States citizen or resident, any security which is or would be integrated with the sale of the Offered Notes in a manner that would require the Offered Notes to be registered under the Act, nor has WEST taken any other action that would constitute a distribution of any Offered Note under the Act, would render the disposition of any Offered Note a violation of Section 5 of the Act or any state securities law, or would require registration or qualification pursuant thereto.

(xiv) The Offered Notes are eligible for resale pursuant to Rule 144 A under the Act and shall not be, on the Closing Date, of the same class as securities listed on a national securities exchange registered under Section 6 of the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”), or quoted in a United States automated interdealer quotation system.

(xv) None of WEST nor any of its affiliates nor any persons acting on its or their behalf (other than the Initial Purchaser, any affiliate of the Initial Purchaser or anyone acting on its or their behalf, as to whom WEST makes no representation) has engaged or shall engage in any directed selling efforts as defined in Rule 902 of Regulation S under the Act with respect to the Offered Notes, and none of the foregoing persons has offered or sold any of the Offered Notes; and none of the foregoing persons has entered into any other contractual arrangements with any person with respect to the distribution of the Offered Notes.

(xvi) None of WEST or any of its affiliates has offered or sold the Offered Notes by means of any form of general solicitation or general advertising and none of the foregoing persons shall offer to sell, offer for sale or sell the Offered Notes by means of any advertisement, article, notice or other communication published in any newspaper, magazine or similar medium or broadcast over television or radio, or any seminar or meeting whose attendees have been invited by any general solicitation or general advertising.

(xvii) Prior to the consummation of the offering and resale transactions contemplated herein, none of WEST or any of its affiliates has or will, either alone or

with one or more other persons, bid for or purchase for any account in which it or any of its affiliates has a beneficial interest, any Offered Notes or attempt to induce any person to purchase any Offered Notes; and none of them will make bids or purchases for the purpose of creating actual, or apparent, active trading in, or raising the price of, the Offered Notes.

(xviii) WEST is not required to be registered as an “investment company,” nor shall WEST be required to register as an “investment company,” under the Investment Company Act, as a result of the conduct of its business in the manner contemplated by the Offering Documents and the Related Documents.

(xix) Assuming the Initial Purchaser’s representations set forth in Section 4(b) below are true and accurate, no registration of the Offered Notes under the Act is required for the offer and sale of the Offered Notes in the manner contemplated by this Agreement and the Offering Documents and no qualification of an indenture under the Trust Indenture Act of 1939, as amended, is required for the offer and sale of the Offered Notes in the manner contemplated by this Agreement and the Offering Documents.

(xx) Assuming the accuracy of the representations and warranties and the performance of the covenants in this Agreement on the part of the Initial Purchaser, any sale of an Offered Note or an interest in one made by WEST or any person acting on its behalf (other than the Initial Purchaser, any affiliate of the Initial Purchaser or anyone acting on its or their behalf, as to whom WEST makes no representation) outside the United States, its territories and possessions, to a non-U.S. Person has been and will be so made in accordance with Regulation S under the Act. With respect to such Offered Note, WEST and any of its affiliates, and any person acting on its or their behalf has complied with and will implement “offering restrictions” within the meaning of Rule 902 under the Act.

(xxi) WEST has not offered and shall not offer the Offered Notes except in accordance with this Agreement.

(xxii) Each certificate representing an Offered Note shall bear the applicable legend set forth under the caption “Transfer Restrictions” in the Final Offering Memorandum for the time period and upon the other terms stated in the Final Offering Memorandum.

any margin security, or for any other purpose which might cause any of the Offered Notes to be considered a “purpose credit” within the meanings of Regulation G, T, U or X of the Federal Reserve Board.

(xxiv) WEST has not taken, nor will it take, directly or indirectly, any action prohibited by Regulation M under the Exchange Act in connection with the offering of the Offered Notes.

(xxv) No forward-looking statement (within the meaning of Section 27A of the Act and Section 21 E of the Exchange Act) contained in the Preliminary Private Placement Memorandum or the Final Offering Memorandum has been made or reaffirmed without a reasonable basis or has been disclosed other than in good faith.

(xxvi) Except as disclosed in the Offering Documents, there are no contracts, agreements or understanding between Willis, WEST or any subsidiary thereof and any other person that would give rise to a valid claim against Willis, WEST, any subsidiary thereof or the Initial Purchaser for a brokerage commission, finder’s fee or other like payment.

(d) The Initial Purchaser represents and warrants to and agrees with Willis and WEST that:

(i) It is an “accredited investor” within the meaning of Regulation D under the Securities Act.

(ii) It acknowledges that the Offered Notes have not been registered under the Act and may not be offered or sold (A) within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an exemption from the registration requirements of the Act, and (B) otherwise in accordance with Regulation S.

(iii) It has offered and sold the Offered Notes, and will offer and sell the Offered Notes (i) as part of its distribution at any time, and (ii) otherwise until 40 days after the later of the commencement of the offering and the Closing Date, only in accordance with Rule 903 or Rule 144A under the Act.

(iv) It will not solicit any offer to resell to any person any Offered Note or an interest in one (in the United States, its territories and possessions, or to, or for the account or benefit of, a U.S. Person) unless:

• the Initial Purchaser reasonably believes that such person at the time is a Qualified Institutional Buyer that would purchase the Offered Note or interest therein for its own account or the account of another Qualified Institutional Buyer; or

• the resulting purchase transaction is otherwise exempt from the registration requirements of the Act and such person is an Institutional Accredited Investor.

(v) It has not offered and will not offer to any person any Offered Note or an interest in one (in the United States, its territories and possessions, or to, or for the account or benefit of, a U.S. Person) by any form of general solicitation or general advertising (within the meaning of Rule 502(c) under the Act), including any advertisement, article, magazine, or similar medium or broadcast over television or radio or any seminar or meeting whose attendees have been invited by any general solicitation or advertising (as those terms are used in Regulation D promulgated pursuant to the Act).

(vi) With respect to any Offered Notes (or interest therein) sold outside the United States, its territories and possessions, to non-U.S. Persons, the Initial Purchaser has offered and will offer and sell the Offered Notes only in accordance with Rule 903 of the Act, and accordingly, none of the Initial Purchaser, any affiliate of the Initial Purchaser, or anyone acting on its or their behalf has made or will make any directed selling efforts in the United States, its territories and possessions, within the meaning of Rule 902 of the Act, and each have complied and will comply with the offering restrictions requirements of Regulation S.

(vii) In addition, the Initial Purchaser has not taken, and will not take, any other action that would render the disposition of any Offered Note a violation of Section 5 of the Act or any state securities law, or would require registration or qualification pursuant any of them. The Initial Purchaser will not act, nor has it authorized nor will it authorize any person to act, in any manner described in the prior two sentences with respect to the Offered Notes.

(viii) It

(A) has not offered or sold and, prior to the expiry of the period of six months from the Closing Date, shall not offer or sell any Offered Notes to persons in the United Kingdom except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995,

(B) has only communicated or caused to be communicated and shall only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000 (the “FSMA”)) received by it in

connection with the issue or sale of any Offered Notes in circumstances in which section 21(1) of the FSMA does not, if WEST were not an authorized person, apply to WEST, and

(C) has complied and shall comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Offered Notes in, from or otherwise involving the United Kingdom.

5. Certain Agreements of WEST. WEST covenants and agree with the Initial Purchaser as follows:

(a) WEST shall advise the Initial Purchaser promptly of any proposal to amend or supplement the Offering Documents and shall not amend or supplement the Offering Documents without the Initial Purchaser’s consent, such consent not to be unreasonably withheld or delayed. Neither the consent of the Initial Purchaser, nor the Initial Purchaser’s delivery on behalf of WEST of, any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 6 hereof.

(b) WEST shall immediately notify the Initial Purchaser, and confirm such notice in writing, if at any time during the Offering Period or the Resale Period, any material changes in or affecting the business, operation, financial condition, properties or assets of either WEST or Willis which (i) make any statement in the Offering Documents false or misleading or (ii) are not disclosed in the Offering Documents.

(c) In addition, if at any time during the Offering Period or the Resale Period, any event occurs or condition exists as a result of which it is necessary to amend or supplement the Final Offering Memorandum in order that the Final Offering Memorandum will not include an untrue statement of a material fact or omit to state a material fact necessary to make the statements in them, in the light of the circumstances existing at the time it is delivered to a purchaser, not misleading, or if it is necessary to amend or supplement the Final Offering Memorandum to comply with applicable law, WEST will promptly furnish the Initial Purchaser an amendment or supplement to the Offering Documents as may be necessary to correct such statement or remedy such omission or otherwise comply with law, together with, if requested by the Initial Purchaser, a certificate of an officer or trustee of WEST as to the material accuracy and lack of material omission of the Offering Documents as so amended or supplemented (it being understood that, if such event relates solely to the activities of the Initial Purchaser, or if the Initial Purchaser shall not have completed the resale of the Offered Notes within 60 days of the Closing Date, then the Initial Purchaser shall be responsible for the expense of preparing any such amendment or supplement). Notwithstanding the foregoing, WEST shall not be obligated to prepare any amendments or supplements to the Offering Documents to reflect any reductions in the principal balances of the Offered Notes occurring after the Closing Date (or any information based on the reduced principal balances, including any hypothetical payment scenarios).

(d) During the Offering Period and the Resale Period, upon the request of the Initial Purchaser, WEST will furnish to the Initial Purchaser copies of the Offering Documents and the Related Documents and all amendments or supplements to them, in each case as soon as available and in the quantities the Initial Purchaser reasonably requests.

(e) For a period of two years after the Closing Date, upon the request of the Initial Purchaser, WEST shall furnish to the Initial Purchaser, as soon as available, a copy of each report regarding the Offered Notes that is prepared pursuant to the Indenture or the Servicing Agreement or Administrative Agency Agreement, furnished to WEST and mailed to the holders of the Offered Notes.

(f) For a period of two years after the Closing Date, WEST will furnish to holders and prospective purchasers of the Offered Notes, upon request, information satisfying the requirements of subsection (d)(4)(i) of Rule 144A under the Act.

(g) WEST will use its best efforts, in cooperation with the Initial Purchaser, to arrange for the qualification of the Offered Notes for sale under the laws of any jurisdictions in the United States, Canada and the United Kingdom that the Initial Purchaser designates and will continue those qualifications in effect so long as required for the distribution of the Offered Notes through the Initial Purchaser. However, WEST will not be required to qualify as a foreign corporation or to file a general consent to service of process in any such jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.

(h) For two years after the Closing Date, WEST will furnish to the Initial Purchaser and any holder of Offered Notes a copy of the restrictions on transfer applicable to the Offered Notes upon request.

(i) WEST will use its best efforts, in cooperation with the Initial Purchaser, to cause the Offered Notes to be made eligible for trading in The Portal(SM) Market of The Nasdaq Stock Market, Inc., and to list the Offered Notes on the Luxembourg Stock Exchange.

(j) WEST agrees that it shall not make any offer or sale of securities if, as a result of the doctrine of “integration” referred to in Rule 502 promulgated under the Act, such offer or sale could be deemed to render invalid (for the purpose of (i) the sale of the Offered Notes to the Initial Purchaser or (ii) the resale of the Offered Notes by the Initial Purchaser to others) the exemption from the registration requirements of the Act provided by Section 4(2) thereof or by Rule 144A or by Regulation S thereunder or otherwise.

(k) Until the expiration of one year after the original issuance of the Offered Notes, WEST shall not resell any Offered Notes which are “restricted securities” (as such term is defined under Rule 144(a)(3) under the Act) that have been re-acquired by WEST and shall immediately upon any purchase of any such Offered Notes submit such Offered Notes to the Indenture Trustee for cancellation.

(1) WEST shall use the net proceeds received by it from the sale of the Offered Notes in the manner specified in the Final Offering Memorandum under “Use of Proceeds”.

(m) During the Offering Period and the Resale Period, WEST shall not, directly or indirectly, issue, sell, offer to sell, grant any option for the sale of, or otherwise dispose of, any debt securities or guarantees of debt securities of WEST, or any securities convertible or exchangeable into or exercisable for any debt securities or guarantees of debt securities of WEST, or any securities convertible or exchangeable into or exercisable for any debt security or guarantee of debt securities of WEST, except as described in or contemplated by the Final Offering Memorandum.

(n) To the extent that the ratings provided on the Offered Notes are conditional upon the furnishing of documents or the taking of other actions by WEST, then WEST shall use its reasonable best efforts to furnish such documents and take any other such action.

6. Conditions to the Obligations of the Initial Purchaser. The obligation of the Initial Purchaser to purchase and pay for the Offered Notes as provided in this Agreement is subject to:

• the accuracy of the representations and warranties on the part of Willis and WEST in this Agreement as of today and as of the Closing Date,

• the accuracy of the statements of Willis and WEST made in any certificates delivered pursuant to this Agreement,

• the performance by WEST and Willis of their respective obligations under this Agreement, and

• the satisfaction of the following additional conditions with respect to the Offered Notes:

(a) The Initial Purchaser shall have received the Offering Documents, including the Final Offering Memorandum.

(b) there shall not have occurred any of the following:

(i) any material adverse change, or any development or event involving a known prospective change, in the business, operations, financial condition, properties or assets of

• Willis,

• WEST, or

• the initial Engine portfolio, taken as a whole;

the effect of which is, in the judgment of the Initial Purchaser, so material and adverse as to make it impracticable or inadvisable to proceed with the sale or delivery of the Offered Notes on the terms and in the manner contemplated by this Agreement and the Final Offering Memorandum;

(ii) any downgrading in the rating of any debt securities (or preferred stock) of Willis or any of its subsidiaries by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Act), or any public announcement that any such organization has under surveillance or review its rating of any debt securities (or preferred stock) of Willis or any of its subsidiaries (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of the rating);

(iii) any material adverse change in U.S. or international financial, political, or economic conditions or currency exchange rates or exchange controls that would, in the reasonable judgment of the Initial Purchaser, be likely to prejudice materially the success of the proposed issue, sale, or distribution of the Offered Notes, whether in the primary market or in respect of dealings in the secondary market;

(iv) the suspension or limitation of trading generally on the American Stock Exchange, the New York Stock Exchange, the NASDAQ National Market System, the Chicago Board of Options Exchange or the Chicago Board of Trade or the fixing of minimum or maximum prices or maximum ranges for trading by any such exchange or by order of the Commission, the National Association of Securities Dealers, Inc. or any other governmental authority;

(v) any banking moratorium declared by U.S. Federal or New York authorities;

(vi) any major disruption of settlements of securities or clearance services in the United States;

(vii) any attack on, outbreak, or escalation of hostilities or act of terrorism involving the United States, any declaration of war by Congress, or any other national or international calamity or emergency if, in the judgment of the Initial Purchaser, the effect of the attack, outbreak, escalation, act, declaration, calamity, or emergency makes it impractical or inadvisable to proceed with completion of the offering or resale of the Offered Notes; or

(viii) a change or development involving a prospective change in United States taxation affecting WEST, the Offered Notes or the transfer thereof or the imposition of exchange controls by the United States, if, in the judgment of the Initial Purchaser, the effect of such event makes it impracticable or inadvisable to proceed with completion of the offering or resale of the Offered Notes.

(c) The Initial Purchaser shall have received from each of Willis and WEST a certificate, dated the Closing Date and executed by their respective executive officers (or, in the case of WEST, a trustee), to the effect that:

(i) the representations and warranties of Willis or WEST, as applicable, in this Agreement are accurate in all material respects as of the Closing Date with the same effect as if made on the Closing Date; and

(ii) Willis and WEST, as applicable, have complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or before the Closing Date.

(d) The Initial Purchaser shall have received

(i) with respect to Willis a good standing certificate from the Secretary of State of the State of Delaware, dated not earlier than ten days before the Closing Date,

(ii) with respect to WEST a good standing certificate from the Secretary of State of the State of Delaware, dated not earlier than ten days before the Closing Date, and

(iii) with respect to WEST Funding, a good standing certificate from the Secretary of State of Delaware, dated not earlier than ten days before the Closing Date.

(e) The Initial Purchaser shall have received from the Secretary or an assistant secretary (or equivalent officer) of Willis, in the officer’s individual capacity, a certificate, dated the Closing Date, to the effect that:

(i) each individual who, as an officer or representative of Willis, signed this Agreement, any Related Document or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated in this Agreement or in the Related Documents, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified, and acting as such officer or representative, and the signature of the individual appearing on the documents and certificates is the officer’s genuine signature; and

(ii) no event (including any act or omission on the part of Willis) has occurred since the date of the good standing certificate referred to in paragraph (c) above that has affected the good standing of Willis under the laws of the State of Delaware.

Such certificate shall be accompanied by accurate copies (certified as such by the Secretary or an assistant secretary of Willis) of the organizational documents of Willis, as in effect on the Closing Date, and of the resolutions of Willis and any required consent relating to the transactions contemplated in this Agreement and the Related Documents.

(f) The Initial Purchaser shall have received from the Secretary or an assistant secretary of WEST (or of a trustee for WEST), in such person’s individual capacity, a certificate, dated the Closing Date, to the effect that:

(i) each individual who, as an officer or representative of WEST, signed this Agreement, any Related Document, or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated in this Agreement or in the Related Documents, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified, and acting as such officer or representative, and the signature of the individual appearing on the documents and certificates is the officer’s genuine signature; and

(ii) no event (including any act or omission on the part of WEST) has occurred since the date of the good standing certificate referred to in paragraph (c) above that has affected the good standing of WEST under the laws of the State of Delaware.

Such certificate shall be accompanied by accurate copies (certified as such by the Secretary or an assistant secretary of WEST) of the trust agreement of WEST, as in effect on the Closing Date, and of the resolutions of WEST, and of any required consent relating to the transactions contemplated in this Agreement and the Related Documents.

(g) The Initial Purchaser shall have received from the Secretary or an assistant secretary of WEST Funding, in the officer’s individual capacity, a certificate, dated the Closing Date, to the effect that:

(i) each individual who, as an officer or representative of WEST Funding or a subsidiary thereof, signed the relevant Related Document to which it is a party, or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated in the Related Documents, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified, and acting as such officer or representative, and the signature of the individual appearing on the documents and certificates is the officer’s genuine signature; and

(ii) no event (including any act or omission on the part of WEST Funding or such subsidiary thereof has occurred since the date of the good standing certificate referred to in paragraph (c) above that has affected the good standing of it or such subsidiary under the laws of its chartering jurisdiction (to the extent such concept is relevant to such subsidiary).

Such certificate shall be accompanied by accurate copies (certified as such by the Secretary or an assistant secretary of WEST Funding) of the relevant organizational documents of WEST Funding and each such subsidiary, as in effect on the Closing Date, and of the resolutions of WEST Funding and (if relevant) each such subsidiary, and of any required consent relating to the transactions contemplated in the Related Documents.

(h) The Initial Purchaser shall have received opinions, dated the Closing Date, from (i) Pillsbury Winthrop Shaw Pittman LLP, in its capacity as special counsel for Willis, WEST and its subsidiaries party to any Related Document, (ii) the General Counsel of Willis (as to entity-specific matters traditionally covered by internal counsel in asset-backed Rule 144A debt offerings), and (iii) such other law firms reasonably acceptable to the Initial Purchaser and its counsel, substantially to the effect that:

(i) WEST has been duly formed, and each of Willis, WEST and any subsidiary thereof party to a Related Document (any, a “WEST Entity”) is validly existing and (if such concept is relevant to such entity) is in good standing under the laws of the state of its formation, with power and authority to own its properties and conduct its business as described in the Offering Documents; and each WEST Entity is duly qualified to do business as a foreign entity in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification.

(ii) This Agreement and any Related Document to which any of them is a party, each have been duly authorized, executed and delivered by each WEST Entity party thereto, as applicable; the Offered Notes have been duly authorized, executed, authenticated, issued and delivered; and this Agreement and each Related Document with respect to which a WEST Entity is a party, constitutes a valid and binding agreement of the relevant WEST Entity, enforceable against such WEST Entity in accordance with its terms, subject to the effect of (A) bankruptcy, insolvency, reorganization, receivership, fraudulent conveyance, fraudulent transfer, moratorium and other laws affecting the rights and remedies of creditors generally and general principles of equity (whether considered in a proceeding inequity or at law) and (B) concepts of materiality, reasonableness, good faith and fair dealings and the discretion of the court before which any proceeding may be brought.

(iii) The Security Trust Agreement creates a valid lien in favor of the Security Trustee upon all of the Collateral as granted thereunder; the Security Trustee for the benefit of the holders of the Offered Notes from time to time will have, upon the filing of certain financing statements, a perfected security interest in the Collateral.

(iv) WEST is not an “investment company” as such term is defined in the Investment Company Act.

(v) No consent, approval, authorization or order of, or filing with, any governmental agency or body or any court is required for the consummation of the transactions contemplated by this Agreement in connection with the issuance or sale of the Offered Notes, except for security interest filings contemplated in the Security Trust Agreement and such as may be required under state securities laws.

this Agreement or any Related Document to which it is a party; and no such actions, suits or proceedings are, to such counsel’s knowledge, threatened or contemplated.

(vii) The execution, delivery and performance of this Agreement and any other Related Documents to which any WEST Entity is a party, and the issuance and sale of the Offered Notes and compliance with the terms and provisions thereof will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, any statute, any rule, regulation or order of any governmental agency or body or any court having jurisdiction over such WEST Entity or any of its properties, or any agreement or instrument to which such WEST Entity is a party or by which such WEST Entity or any of its properties is bound or subject, or the organizational or formation documents of such WEST Entity; and WEST has full power and authority to authorize, issue and sell the Offered Notes as contemplated by this Agreement.

(viii) Such counsel have no reason to believe that the Offering Documents, or any amendment or supplement thereto, as of the date hereof and as of the Closing Date, contained any untrue statement of a material fact or omitted or omits to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

(ix) Assuming that the representations and warranties of WEST and the Initial Purchaser in this Agreement are accurate, the agreements of WEST and the Initial Purchaser in this Agreement are complied with and the Initial Purchaser has complied with the offering and transfer proceedings and restrictions described in the Final Offering Memorandum, t is not necessary in connection with the offer, sale and delivery of the Offered Notes by WEST to the Initial Purchaser under this Agreement, and the offer, resale and delivery of the Offered Notes by the Initial Purchaser in the manner contemplated by this Agreement and the Final Offering Memorandum, to register the Offered Notes under the Act (it being understood that no opinion is expressed as to any sale subsequent to the initial resales of the Offered Notes by the Initial Purchaser) or to qualify the Indenture under the Trust Indenture Act of 1939, as amended;

(x) The statements in the Final Offering Memorandum with respect to the Related Documents and the Offered Notes, to the extent that they constitute summaries thereof, constitute accurate summaries of the terms thereof in all material respects.

(xi) The statements made in the Final Offering Memorandum under the captions “CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES” and “CERTAIN ERISA CONSIDERATIONS”, to the extent that they constitute matters of law or regulation or legal conclusions, constitute accurate summaries in all material respects;

classified as an association (or a publicly traded partnership) taxable as a corporation, in each case for U.S. federal income tax purposes.

(xiii) In the event of a bankruptcy case involving Willis as debtor under the Bankruptcy Code, a court properly presented with the facts would hold that Willis’s transfer of the equity interest in WEST Funding to WEST pursuant to the Asset Transfer Agreement would constitute a transfer of ownership, and not a mere transfer of a security interest securing a borrowing by Willis, and that accordingly such equity interest so transferred (and the property and assets of WEST Funding and its subsidiaries) and the proceeds thereof would not constitute “property of the estate” of the transferor for purposes of Section 541 of the Bankruptcy Code and would not as a result of such bankruptcy case be subject to the automatic stay of Section 362(a) of the Bankruptcy Code.

(xiv) In the event of a bankruptcy case involving Willis as debtor under the Bankruptcy Code, a court properly presented with the facts would not grant an order substantively consolidating the assets and liabilities of WEST and its subsidiaries with those of Willis.

(xv) Such other matters as the Initial Purchaser or its counsel may reasonably request.

(i) The Initial Purchaser shall have received an opinion from counsel or special counsel to the Indenture Trustee, Security Trustee, Backup Servicer and the Backup Administrative Agent, dated the Closing Date and addressing customary entity and agreement enforceability matters, in form and substance reasonably satisfactory to the Initial Purchaser.

(j) On or prior to the Closing Date WEST shall have caused the Engine Mortgages to be filed/registered with the FAA and the Initial Purchaser shall have received from McAfee & Taft, special FAA counsel to WEST, an opinion dated the Closing Date (or the day thereafter) and in customary form as to the occurrence, validity, perfection and priority of such filing/registration under applicable U.S. federal law.

(k) The Initial Purchaser shall have received from Deloitte & Touche, certified public accountants, a letter, dated as of the date of the Final Offering Memorandum, in form and substance reasonably satisfactory to the Initial Purchaser, stating in effect that (using the assumptions and methodology acceptable to the Initial Purchaser, all of which shall be described in such letter) they have recalculated the numbers and percentages in the Final Offering Memorandum as the Initial Purchaser reasonably requests, compared the results of their calculations to the corresponding items in the Final Offering Memorandum, and found each of those numbers and percentages in the Final Offering Memorandum to be in agreement with the results of their calculations.

(1) The Initial Purchaser shall have received all opinions, certificates, and other documents required under any Related Document to be delivered by Willis, WEST or any

subsidiary thereof and/or its counsel in connection with the transactions contemplated thereby, and each such opinion shall be dated the Closing Date and addressed to the Initial Purchaser.

(m) The Initial Purchaser shall have received all opinions rendered to Moody’s and/or Fitch by counsel to Willis, WEST and/or any subsidiary thereof, and each such opinion shall be dated the Closing Date and addressed to the Initial Purchaser.

(n) The Offered Notes shall have been rated by Moody’s and Fitch as specified in the Final Offering Memorandum and such ratings shall not have been rescinded.

(o) The Related Documents shall have been duly executed and delivered by the parties thereto.

(p) The Offered Notes shall have been executed by WEST and authenticated by the Indenture Trustee, and the conditions precedent thereto, as set forth in the Indenture, shall have been satisfied.

(q) The Series A2 Notes, the Series B1 Notes, and the Series B2 Notes (each as described in the Offering Documents) shall have been validly issued and delivered to the holders thereof, and all related documentation in connection therewith (including documentation evidencing the commitment by such holders to advance funds to WEST under the unfunded portion of such notes that constitute Warehouse Notes) shall have been validly executed and delivered and be in full force and effect.

(r) The Initial Purchaser shall have received all opinions rendered to the holders/purchasers of the Series A2 Notes, the Series B1 Notes or the Series B2 Notes by counsel to Willis, WEST and/or any subsidiary thereof, and each such opinion shall be dated the Closing Date and addressed to the Initial Purchaser (or a reliance letter with respect thereto shall have been executed and delivered to the Initial Purchaser).

(s) On or prior to the Closing Date, WEST shall have funded the Senior Restricted Cash Account, the Junior Restricted Cash Account, the Engine Reserve Account, the Security Deposit Account, and the Series A1 Interest Reserve Account (if any), in each case as contemplated or described in the Offering Documents.

(t) The conditions to transfer specified in the Asset Transfer Agreement (including without limitation with respect to Security Deposits evidenced by letters of credit) shall have been satisfied as of or prior to the Closing Date.

(u) Custody of “chattel paper” originals of each of the Initial Leases shall have been delivered to the Security Trustee or to a custodian acting as agent of the Security Trustee on or prior to the Closing Date.

(v) The Initial Purchaser shall have received at or prior to the Closing Date subscriptions or committed orders from Eligible Investors sufficient for resale by it on the Closing Date of the entire outstanding principal amount of the Offered Notes (net of any unsold principal amount which the Initial Purchaser, in consultation and agreement with WEST and Willis, agrees to purchase for its own trading book pending its continuing effort to resell such principal amount to Eligible Investors after the Closing Date).

(w) All proceedings in connection with the transactions contemplated by this Agreement, and all documents incident to this Agreement and those proceedings, shall be otherwise reasonably satisfactory in form and substance to the Initial Purchaser and counsel for the Initial Purchaser.

6A. Conditions to the Obligations of WEST. The obligation of WEST to issue the Offered Notes as provided in this Agreement is subject to:

• the accuracy of the representations and warranties on the part of the Initial Purchaser in this Agreement as of today and as of the Closing Date,

• the accuracy of the statements of the Initial Purchaser made in any certificates delivered pursuant to this Agreement,

• the performance by the Initial Purchaser of its obligations under this Agreement, and

• the satisfaction of the following additional conditions with respect to the Offered Notes:

(a) there shall not have occurred a change or development involving a prospective change in United States taxation affecting WEST, the Offered Notes or the transfer thereof or the imposition of exchange controls by the United States, if, in the judgment of WEST, the effect of such event makes it impractical or inadvisable to proceed with completion of the issuance of the Offered Notes.

(b) WEST shall have received an opinion from counsel or special counsel to the Indenture Trustee, Security Trustee, Backup Servicer and the Backup Administrative Agent, dated the Closing Date and addressing customary entity and agreement enforceability matters, in form and substance reasonably satisfactory to WEST.

(c) The Offered Notes shall have been rated by Moody’s and Fitch as specified in the Final Offering Memorandum and such ratings shall not have been rescinded.

(d) The Related Documents shall have been duly executed and delivered by the parties thereto other than Willis and WEST.

(e) The Series A2 Notes, the Series B1 Notes, and the Series B2 Notes (each as described in the Offering Documents) shall have been validly issued and delivered to the holders thereof, and all related documentation in connection therewith (including documentation evidencing the commitment by such holders to advance funds to WEST under the unfunded portion of such notes that constitute Warehouse Notes) shall have been validly executed and delivered and be in full force and effect.

7. Indemnification and Contribution.

(a) WEST and Willis each agree to indemnify

• the Initial Purchaser,

• the directors, officers, employees, and agents of the Initial Purchaser, and

• each person who controls the Initial Purchaser within the meaning of either the Act or the Exchange Act,

• arise out of or are based upon any untrue statement or alleged untrue statement of a material fact in the Offering Documents (or in any amendment of them or supplement to them), or

• arise out of or are based upon the omission or alleged omission to state in them a material fact necessary to make the statements in them, in the light of the circumstances under which they were made, not misleading,

(other than in respect of the information included in the first paragraph under the caption “Plan of Distribution” in the Preliminary Private Placement Memorandum and Final Offering Memorandum, as applicable, being the “Initial Purchaser Information”) (and it being understood that the indemnity obligation in respect of material inaccuracies or omissions as expressed above does not give effect to any exclusions or limitations that may be present in related representations as to same contained herein), and will periodically reimburse each indemnified party for any legal or other expenses reasonably incurred by it (as incurred) in connection with investigating or defending against, settling, compromising or paying any such loss, claim, damage, liability, cost, expense, or action. However, WEST and Willis shall not be liable under this paragraph for any amount paid in settlement of claims without WEST’s consent, which consent shall not be unreasonably withheld.

(b) UBSS and UBSL jointly and severally, as Initial Purchaser, agree to indemnify

• Willis and WEST,

• their officers, trustees (in the case of WEST) and directors, and

• each person who controls Willis or WEST within the meaning of either the Act or the Exchange Act,

against any and all losses, claims, damages, liabilities, costs and expenses to which any of them may become subject under the Act, the Exchange Act or otherwise, insofar as such losses, claims, damages, liabilities, costs and expenses (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Initial Purchaser Information or any amendment or supplement thereto or arise out of or are based upon the omission or alleged omission to state in the Initial Purchaser Information a material fact necessary to make the statements therein, in the light of the circumstances under which they are made, not misleading, and will periodically reimburse each indemnified party for any legal or other expenses reasonably incurred by it (as incurred) in connection with investigating or defending against, settling, compromising or paying any such loss, claim, damage, liability, cost, expense, or action. However, the Initial Purchaser shall not be liable under this paragraph for any amount paid in settlement of claims without the Initial Purchaser’s consent, which consent shall not be unreasonably withheld.

(c) Promptly after receipt by an indemnified party under this Section of notice of the commencement of any action covered under Section 7(a) or 7(b) hereof, the indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under Section 7(a) or 7(b), notify the indemnifying party in writing of the commencement of the action; but the omission to so notify the indemnifying party shall not relieve it from any liability that it may have to any indemnified party under this Section (except to the extent that it has been prejudiced in any material respect by such omission) or from any liability that it may have to such indemnified party otherwise than under Section 7(a) or 7(b) hereof. In case any action is brought against any indemnified party and the indemnifying party is notified of its commencement, the indemnifying party shall be entitled to participate in it, and, if it elects by written notice delivered to the indemnified party promptly after receiving the notice referred to in the preceding sentence, the indemnifying party shall be entitled to assume the defense of the action (jointly with any other indemnifying party similarly notified) with counsel reasonably satisfactory to the indemnified party; provided, however, that if the defendants in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or parties. Upon receipt of notice from the indemnifying party to the

indemnified party of its election to so assume the defense of the action, the indemnifying party shall not be liable to the indemnified party under Section 7(a) or 7(b) hereof for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof unless (i) the indemnified party shall have employed separate counsel in connection with the assertion of legal defenses in accordance with the proviso to the immediately preceding sentence (it being understood, however, that the indemnifying party shall not be liable for the expenses of more than one separate counsel (in addition to local counsel) for the indemnified party), (ii) the indemnifying party shall not have employed counsel satisfactory to the indemnified party at the expense of the indemnifying party to represent the indemnified party within a reasonable time after notice of commencement of the action or (iii) the indemnifying party has authorized the employment of counsel for the indemnified party at the expense of the indemnifying party; and except that, if clause (i) or (iii) is applicable, such liability shall be only in respect of the counsel referred to in such clause (i) or (iii).

(d) If the indemnification provided for in this Section is unavailable to or insufficient to hold harmless an indemnified party under subsection (a) or (b) above in respect of any losses, claims, damages, liabilities or expenses (or actions or claims in respect thereof) referred to therein, then each indemnifying party under Section 7(a) or 7(b) hereof shall contribute to the amount paid or payable by such indemnified party as incurred as a result of such losses, claims, damages, liabilities or expenses (or actions or claims in respect thereof) in such proportion as is appropriate to reflect the relative benefits received by WEST or Willis on the one hand, and the Initial Purchaser on the other, from the offering of the Offered Notes. If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law, or if such indemnified party failed to give notice required under Section 7(c) hereof and such indemnifying party was prejudiced in a material respect by such failure, then each indemnifying party shall contribute to such amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of WEST or Willis on the one hand and the Initial Purchaser on the other, in connection with the statements or omissions or breaches of representations, warranties or agreements which resulted in such losses, claims, damages, liabilities or expenses (or actions or claims in respect thereof), as well as any other relevant equitable considerations.

(e) The relative benefits received by Willis and WEST on the one hand and the Initial Purchaser on the other shall be deemed to be in the same proportion as the proceeds from the offering of the Offered Notes (before deducting expenses) received by Willis and WEST and the total fee/commission received by the Initial Purchaser bear to the aggregate offering price of the Offered Notes. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information other than the Initial Purchaser Information, on the one hand, or the Initial Purchaser Information on the other and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. Willis, WEST and the Initial Purchaser agree that it would not be just and equitable if contribution pursuant to this subsection (d) were determined by pro rata

allocation or by any other method of allocation that does not take into account the equitable considerations referred to above in this subsection (d). The amount paid or payable to an indemnified party as a result of the losses, claims, damages, liabilities or expenses (or actions in respect thereof) referred to above in this subsection (d) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim (which shall be limited as provided in subsection (c) above if the indemnifying party has assumed the defense of any such action in accordance with the provisions thereof). Notwithstanding the provisions of this subsection (d), the Initial Purchaser shall not be required to make any contribution under this Agreement that in the aggregate exceeds the fee/commission received by the Initial Purchaser pursuant to this Agreement. No person guilty of fraudulent misrepresentation shall be entitled to a contribution from any person who was not guilty of such fraudulent misrepresentation.

(f) The indemnity and contribution agreements in this Section shall remain in full force regardless of

(i) any termination of this Agreement,

(ii) any investigation made by Willis, WEST, the Initial Purchaser, any of their respective directors, trustees (in the case of WEST) or officers, or any person controlling any of them, and

(iii) acceptance of and payment for any of the Offered Notes.

8. Termination.

(a) This Agreement shall become effective as of the date first written above and shall remain in force until terminated as provided in this Section 8.

(b) The obligations of the Initial Purchaser under this Agreement shall be terminable by the Initial Purchaser (subject to Section 7(f)), in its absolute discretion and without penalty, by notice given to and received by WEST prior to delivery and payment for the Offered Notes, if prior to that time there shall have occurred and be continuing any of the events described in Section 6(b) hereof.

(c) The obligations of Willis and WEST under this Agreement (other than the obligations under clauses (d), (e) and (f) of Section 2, and subject to Section 7(f)) shall be terminable by Willis and WEST jointly, in their absolute discretion and without penalty, by notice given to and received by the Initial Purchaser if the Closing Date shall not have occurred by August 31, 2005 (and the failure of such Closing Date to occur is not directly attributable to an action or inaction of Willis or WEST).

(d) If the Initial Purchaser terminates its obligations under this Agreement in accordance with this Section 8, or if Willis and WEST terminate their obligations under the Agreement in accordance with this Section 8, Willis and WEST each agree to reimburse the Initial Purchaser for all out-of pocket expenses (including reasonable fees and disbursements of

counsel) that shall have been incurred by the Initial Purchaser in connection with the proposed offering of the Offered Notes.

9. Representations, Warranties, Covenants, and Indemnities to Survive Delivery. All representations, warranties, covenants, and indemnities in this Agreement shall remain in full force, regardless of any investigation made by or on behalf of the Initial Purchaser, Willis, WEST or any of the controlling persons referred to in Section 7, and shall survive delivery of and payment for the Offered Notes or termination or cancellation of this Agreement.

10. Notices. All communications under this Agreement will be in writing and effective only on receipt, and

• if sent to the Initial Purchaser, will be mailed, delivered, or either telegraphed or transmitted by telecopier and confirmed to them c/o UBS Securities LLC, 11^th Floor, 1285 Avenue of the Americas, New York, New York 10019, Attention: ABS Banking Group, fax (212) 713 -7999 (or at another address furnished by the Initial Purchaser to Willis and WEST in accordance with this Section 10);

• if sent to Willis, delivered or either telegraphed or transmitted by telecopier and confirmed to it at 2320 Marinship Way, Sausalito, California 94965, Attention: General Counsel, fax (415) 275-5127 (or at another address furnished by Willis to the Initial Purchaser and WEST in accordance with this Section 10); or

• if sent to WEST, delivered or either telegraphed or transmitted by telecopier and confirmed to it at c/o Willis at 2320 Marinship Way, Sausalito, California 94965, Attention: General Counsel, fax (415) 275-5127 (or at another address furnished by WEST to the Initial Purchaser and Willis in accordance with this Section 10).

11. Amendments, Waivers; Counterparts; Assignment. Neither this Agreement nor any provision of this Agreement may be changed, waived, discharged, or terminated except by a writing signed by a duly authorized officer of the party against whom the change, waiver, discharge, or termination is sought to be enforced. This Agreement may be executed in any number of counterparts, each of which shall for all purposes be deemed to be an original and all of which shall together constitute but one and the same instrument.

This Agreement is not assignable by any party hereto; provided, however, that the Initial Purchaser may assign this Agreement, or any of its rights or obligations hereunder, in writing to any of its respective affiliates, provided that the rights of WEST and Willis shall not be affected by such assignment. Upon an assignment by the Initial Purchaser pursuant to this Section, the Initial Purchaser shall cause the assignee to assume in writing all of its obligations and liabilities hereunder and shall notify WEST and Willis of such assignment. Upon the assumption in writing by the assignee of the Initial Purchaser’s obligations and liabilities hereunder, the Initial Purchaser shall have no further obligations or liabilities hereunder.

12. Successors. This Agreement shall inure to the benefit of and be binding upon its parties and the officers, directors, trustees and controlling persons referred to in Section 7 and their respective successors, and no other person will have any right or obligation under this Agreement.

13. Severability of Provisions. Any part, provision, representation, warranty, or covenant of this Agreement that is prohibited or is held to be void or unenforceable shall be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Agreement, and any such prohibition or unenforceability in any particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. To the extent permitted by applicable law, the parties to this Agreement waive any provision of law that prohibits or renders void or unenforceable any provision of this Agreement.

14. Submission to Jurisdiction. Each of Willis, WEST and the Initial Purchaser hereby irrevocably and unconditionally submits, for itself and its property, to the non-exclusive jurisdiction of the Supreme Court of the State of New York sitting in the Borough of Manhattan in The City of New York and of the United States District Court for the Southern District of New York sitting in the Borough of Manhattan in The City of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, and Willis, WEST and the Initial Purchaser hereby irrevocably agree that all claims in respect of such action or proceeding may be heard and determined in such New York State or Federal court. Willis, WEST and the Initial Purchaser hereby irrevocably waive, to the fullest extent that they may legally do so, the defense of an inconvenient forum to the maintenance of such action or proceeding. Willis and WEST and the Initial Purchaser agree that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

15. Waiver of Jury Trial. THE PARTIES HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY (BUT NO OTHER JUDICIAL REMEDIES) IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY.

16. Applicable Law. This Agreement shall be construed, interpreted and enforced, in accordance with the internal laws of the State of New York, (including, without limitation, Sections 5-1401 and 5-1402 of the General Obligations Law of the State of New York) without giving effect to the conflict of laws principles thereof.

17. Entire Agreement. This Agreement constitutes the entire agreement of the parties with respect to the subject matter of this Agreement, and supersedes all prior negotiations, agreements and understandings (including, as to the agreements between Willis and UBS to the extent relating to the subject matter addressed in this Agreement, as set forth in the letter

agreement of July 23, 2004 among Willis, the Initial Purchaser and Fortis Bank (Nederland) N.V.) with respect thereto.

[signatures follow]

If the foregoing is in accordance with your understanding of our agreement, please sign and return to us a counterpart of this Agreement, whereupon this Agreement along with all counterparts will become a binding agreement between Willis, WEST and the Initial Purchaser in accordance with its terms.

Very truly yours,

WILLIS ENGINE SECURITIZATION TRUST


By:	/s/ Monica J. Burke
	Name:
	Title:	Trustee


WILLIS LEASE FINANCE CORPORATION


By:	/s/ Monica J. Burke
	Name:	Monica J. Burke
	Title:	Executive Vice President Chief Financial Officer

Accepted at New York, New York, as of the date first above written:

UBS SECURITIES LLC		UBS LIMITED


By:		By:
	Name:		Name:
	Title:		Title:

		Very truly yours,

		WILLIS ENGINE SECURITIZATION TRUST


		By:
			Name:
			Title:


		WILLIS LEASE FINANCE CORPORATION


		By:
			Name:
			Title:

Accepted at New York, New York, as of the date first above written:

UBS SECURITIES LLC			UBS LIMITED


By:	/s/ Berlage		By:	/s/ Ian Pearce
	Name:	BERLAGE		Name:	IAN PEARCE
	Title:	DIRECTOR		Title:	ASSOCIATE DIRECTOR


By:	/s/ M. Shahmohammed		By:	/s/ Paul Hevrman
	Name:	M. SHAHMOHAMMED		Name:	PAUL HEVRMAN
	Title:	EXECUTIVE DIRECTOR		Title:	EXECUTIVE DIRECTOR

SCHEDULE A

98.5% of par (principal amount of $200,000,000)

EX-10.36 4 a05-18192_4ex10d36.htm MATERIAL CONTRACTS

Exhibit 10.36

WILLIS ENGINE SECURITIZATION TRUST
$28,276,878 Series 2005-B1 Floating Rate Notes

NOTE PURCHASE AGREEMENT

As of August 9, 2005

Fortis Capital Corp.		HSH Nordbank AG
Three Stamford Plaza		230 Park Avenue
301 Tresser Boulevard		New York, NY 10169-0005
Stamford, CT 06901

Ladies and Gentlemen:

1. Introduction. Willis Lease Finance Corporation, a Delaware corporation (“Willis”), has formed Willis Engine Securitization Trust, a Delaware statutory trust (“WEST”), that will issue Willis Engine Securitization Trust Series 2005-B1 Floating Rate Notes (the “Notes”), in the initial aggregate principal amount of $28,276,878, secured by (among other things) WEST’s indirect ownership interests in certain aircraft engines (“Engines”) and operating leases thereon. WEST will acquire its indirect ownership interest in the Engines and related leases and other assets from Willis pursuant to an asset transfer agreement dated as of the Closing Date (as defined below) (the “Asset Transfer Agreement”). The Notes will be issued pursuant to an indenture dated as of the Closing Date (the “Master Indenture”) between WEST and Deutsche Bank Trust Company Americas (“Deutsche”), as indenture trustee (in such capacity the “Indenture Trustee”) as supplemented by the Series 2005-B1 supplement thereto dated as of the Closing Date (the “Series Supplement” and, together with the Master Indenture, the “Indenture”), and secured pursuant to a security trust agreement dated as of the Closing Date among WEST and various of WEST’s direct and indirect subsidiaries as grantors, and Deutsche as security trustee (in such capacity the “Security Trustee”). Capitalized terms used herein that are not otherwise defined have the meanings given to them in the Indenture.

WEST proposes to issue and sell the Notes (the “Offered Notes”) to Fortis and HSH (each a “Purchaser” and together the “Purchasers” or the “Initial Purchaser”) pursuant to the terms and conditions of this note purchase agreement (this “Agreement”).

WEST will offer the Offered Notes to the Purchasers for purchase without their being registered under the Act (as defined herein) in reliance upon exemptions provided by Section 4(2) and Rule 144A thereof and Regulation S thereunder (“Regulation S”).

within the meaning of paragraph (1), (2), (3), or (7) of Rule 501 (a) of Regulation D under the Act or (ii) an entity all of whose equity owners fall within those paragraphs.

2. Offers and Sales of Offered Notes; Fees and Expenses.

(a) Subject to the terms and conditions contained herein and on the basis of the representations and warranties herein set forth, WEST hereby agrees to sell the Offered Notes to each Purchaser as provided herein, and HSH and Fortis, hereby, severally and not jointly, agree to purchase such Offered Notes from WEST on the Closing Date (as defined below), in the amount and at the price (the “Purchase Price”) set forth on Schedule A hereto.

(b) [Reserved].

(i) the fees of, disbursements by, and expenses of counsel to and accountants of each Purchaser and the reasonable out-of-pocket expenses of each Purchaser, in each case incurred in connection with the purchase of the Offered Notes;

(ii) all expenses in connection with the preparation, printing, and distribution of the Series B1 Transaction Documents and any amendments and supplements to them or revisions of them;

(iii) the cost of preparing certificates representing the Offered Notes;

(iv) the fees charged by Moody’s and Fitch for rating the Offered Notes;

(e) WEST agrees to pay, and will save each Purchaser harmless from, all liabilities with respect to nonpayment or delay in payment of, any taxes that may be payable with respect to the execution and delivery of this Agreement or any other agreements entered into in connection with the issuance and sale of the Offered Notes.

(f) WEST agrees to pay, or reimburse each Purchaser for, all reasonable expenses (including all reasonable out-of-pocket expenses that a Purchaser may incur) in connection with (i) the enforcement of this Agreement by a Purchaser against Willis or WEST, or (ii) a Purchaser’s waiver, of. or giving of consents to amendments of, any terms of this Agreement (whether or not the amendment or waiver becomes effective).

3. Delivery. The Offered Notes shall be issued in the forms provided in the Indenture and in denominations no less than the minimum denominations specified in the Final Offering Memorandum, and payment for the Offered Notes will be made at the offices of Pillsbury Winthrop Shaw Pittman LLP, New York, New York (or such other place as shall be agreed upon by the Purchasers and WEST), at 10:00 a.m., New York City time, on August 9, 2005 (or at such other time or date, not later than seven full Business Days thereafter, as shall be agreed upon by the Purchasers and WEST) (such date and time of payment and delivery being referred to herein as the “Closing Date”). WEST shall cause the Offered Notes (or beneficial interests therein) to be delivered to each Purchaser against payment to or upon the order of WEST by a Purchaser of the purchase price by wire transfer of immediately available funds.

Delivery of the Offered Notes on the Closing Date will be made in book-entry form through the facilities of The Depository Trust Company (“DTC”) and, in the case of any Book-Entry Notes to be delivered or resold to non-U.S. Persons, the facilities of Clearstream Banking sociéité anonyme, or the Euroclear System (Notes delivered in book-entry form, “Book-Entry Notes”). Each Class of Book-Entry Notes will be represented by definitive global certificated Notes to be deposited by or on behalf of WEST with DTC.

4. Representations, Warranties and Agreements.

(a) [Reserved.]

(b) Willis represents and warrants to, and agrees with, each Purchaser that:

(i) Willis is a corporation, duly organized, validly existing, and in good standing under the laws of the State of Delaware, with full power and authority to own its properties and to conduct its business, as described in the Series B1 Transaction Documents, and is duly qualified (or, as of the Closing Date, will be so qualified) to do business as a foreign corporation in each jurisdiction in which the nature of its activities, its ownership or lease of property or the conduct of its business requires such qualification. Willis (whether individually or in the capacity of Servicer or Administrative Agent, as applicable) has full power and authority to enter into and perform its obligations under this Agreement, as well as (to the extent that it is a party thereto) the Series B1 Transaction Documents, and Willis is conducting its business so as to comply in all material respects with all applicable statutes, ordinances, rules, and regulations of the jurisdictions in which it is conducting business.

(ii) This Agreement has been duly authorized, executed, and delivered by Willis. At or before the Closing Date, Willis will have duly authorized, executed, and delivered each Series B1 Transaction Document to which it is a party.

(iii) Assuming their due authorization, execution, and delivery by the other parties to them other than Willis or any subsidiary thereof, as applicable, this Agreement and each of the Series B1 Transaction Documents to which Willis or any subsidiary thereof is a party, when delivered by Willis or such subsidiary, will constitute valid and binding agreements of Willis or such subsidiary, enforceable against Willis or such subsidiary, as applicable, in accordance with their respective terms, except as enforceability may be limited by

• bankruptcy, insolvency, liquidation, receivership, moratorium, reorganization, fraudulent conveyance, or other similar laws affecting the rights of creditors generally,

• general principles of equity, regardless of whether enforcement is sought in a proceeding in equity or at law, and

(iv) The execution, delivery, and performance of this Agreement and the Series B1 Transaction Documents to which it is a party, will not result in a breach or violation of any term of the certificate of incorporation or by-laws or trust agreement or limited liability company agreement of, or any statute or regulation applicable to, Willis or any subsidiary thereof, or conflict with, result in a material breach, violation, or acceleration of, or constitute a default under, any indenture or other agreement or instrument to which Willis or any of its subsidiaries is a party or by which any of them is bound, or any order or decree applicable to Willis or any of its subsidiaries of any court, regulatory body, administrative agency, or governmental body having jurisdiction over Willis or any of its subsidiaries. None of Willis or any of its subsidiaries is a party to, bound by, or in breach or violation of any indenture or other agreement or instrument, or subject to or in violation of any statute, order, or regulation of any court, regulatory body, administrative agency, or governmental body having jurisdiction over it that materially adversely affects the ability of Willis or such subsidiary, as applicable, to perform its obligations under this Agreement or any Series B1 Transaction Document to which it is a party.

• asserting the invalidity of this Agreement, any Series B1 Transaction Document, or the Offered Notes,

• seeking to prevent the issuance of the Offered Notes or the consummation of any of the transactions contemplated by this Agreement or the Series B1 Transaction Documents,

• that might materially adversely affect the performance by Willis or any subsidiary thereof (taken as a whole) of its respective obligations under, or the validity or enforceability against any of them of, this Agreement or any Series B1 Transaction Document to which any of them is a party, or the Offered Notes, or

• seeking to affect adversely the federal income tax attributes of the Offered Notes described in the Offering Memorandum.

(vii) No authorization, approval, or consent of, or filing with, any court or governmental authority or agency is necessary in connection with (A) Willis’ or any subsidiary’s execution and delivery of this Agreement or any Series B1 Transaction Document to which it is a party, or (B) the offering, issuance, or sale of the Offered Notes as contemplated in this Agreement and the Indenture, except such as may be required under state securities laws, such security interest filings as may be contemplated in the Security Trust Agreement or the Indenture or other applicable Series B1 Transaction Document, and any disclosures with respect to the transactions contemplated hereby required of Willis under the federal securities laws.

(ix) Any taxes, fees, and other governmental charges payable by Willis or any subsidiary thereof in connection with the execution and delivery of this Agreement, the

Series B1 Transaction Documents to which any of them is a party and the issuance and sale of the Offered Notes (other than federal, state, and local taxes payable on the income or gain recognized therefrom), have been or will be paid on or before the Closing Date.

(x) None of Willis nor any of its affiliates nor any persons acting on its or their behalf (other than UBS Securities LLC and UBS Limited, any affiliate of UBS Securities LLC or UBS Limited or anyone acting on its or their behalf) has engaged or shall engage in any directed selling efforts as defined in Rule 902 of Regulation S under the Act with respect to the Offered Notes, and none of the foregoing persons has offered or sold any of the Offered Notes; and none of the foregoing persons has entered into any other contractual arrangements with any person with respect to the distribution of the Offered Notes.

(xiii) Willis is not required to be registered as an “investment company” under the Investment Company Act of 1940, as amended (the “Investment Company Act”).

(i) WEST is a statutory trust, duly organized, validly existing, and in good standing under the laws of the State of Delaware, with full power and authority to own its properties and to conduct its business, as described in the Series B1 Transaction Documents and as presently conducted, and is duly qualified to do business as a foreign entity in each jurisdiction in which the nature of its activities, its ownership or lease of property or the conduct of its business requires such qualification. WEST has full power and authority to enter into and perform its obligations under this Agreement and the Series B1 Transaction Documents to which it is a party, and WEST is conducting its

business so as to comply in all material respects with all applicable statutes, ordinances, rules, and regulations of the jurisdictions in which it is conducting business.

(ii) Each subsidiary of WEST that is party to any Series B1 Transaction Document is an entity duly organized, validly existing and (to the extent such concept is relevant) in good standing under the laws of its applicable chartering jurisdiction, with full power and authority to own its properties and to conduct its business, as described in the Series B1 Transaction Documents and as presently conducted, and is duly qualified to do business as a foreign entity in each jurisdiction in which the nature of its activities, its ownership or lease of property or the conduct of its business requires such qualification. Each such subsidiary has full power and authority to enter into and perform its obligations under the Series B1 Transaction Documents to which it is a party, and each such subsidiary is conducting its business so as to comply in all material respects with all applicable statutes, ordinances, rules, and regulations of the jurisdictions in which it is conducting business.

(iii) This Agreement has been duly authorized, executed, and delivered by WEST. At or before the Closing Date, WEST and each subsidiary thereof will have duly authorized, executed, and delivered each Series B1 Transaction Document to which it is a party, as applicable.

(iv) Assuming their due authorization, execution, and delivery by the other parties to them other than Willis or WEST or a subsidiary thereof, as applicable, this Agreement and each of the Series Bl Transaction Documents, when delivered by any of WEST (or a subsidiary thereof) that is a party thereto, will constitute valid and binding agreements of WEST and/or such subsidiary (in each case to the extent a party thereto), enforceable against WEST and/or such subsidiary in accordance with their respective terms, except as enforceability may be limited by

• bankruptcy, insolvency, liquidation, receivership, moratorium, reorganization, fraudulent conveyance or other similar laws affecting the rights of creditors generally,

• general principles of equity, regardless of whether enforcement is sought in a proceeding in equity or at law, and

for and delivered as contemplated in this Agreement, will be valid, binding and enforceable obligations of WEST entitled to the benefits of the Indenture and the Security Trust Agreement, except as enforceability may be limited by (A) bankruptcy, insolvency, liquidation, receivership, moratorium, reorganization, fraudulent conveyance or other similar laws affecting the rights of creditors generally, and (B) general principles of equity, regardless of whether enforcement is sought in a proceeding in equity or at law.

(vi) The execution, delivery, and performance of this Agreement and the Series B1 Transaction Documents to which it is a party, will not result in a breach or violation of any term of the certificate of incorporation or by-laws or trust agreement or limited liability company agreement of, or any statute or regulation applicable to, WEST or any subsidiary thereof, or conflict with, result in a material breach, violation, or acceleration of, or constitute a default under, any indenture or other agreement or instrument to which WEST or any of its subsidiaries is a party or by which any of them is bound, or any order or decree applicable to WEST or any of its subsidiaries of any court, regulatory body, administrative agency, or governmental body having jurisdiction over WEST or any of its subsidiaries. None of WEST or any of its subsidiaries is a party to, bound by, or in breach or violation of any indenture or other agreement or instrument, or subject to or in violation of any statute, order, or regulation of any court, regulatory body, administrative agency, or governmental body having jurisdiction over it that materially adversely affects the ability of WEST or such subsidiary, as applicable, to perform its obligations under this Agreement or any Series B1 Transaction Document to which it is a party.

• asserting the invalidity of this Agreement, any Series Bl Transaction Document, or the Offered Notes,

• seeking to prevent the issuance of the Offered Notes or the consummation of any of the transactions contemplated by this Agreement or the Series B1 Transaction Documents,

• that might materially adversely affect the performance by WEST or any subsidiary thereof (taken as a whole) of its respective obligations under, or the validity or enforceability against any of them of, this Agreement or any Series B1 Transaction Document to which any of them is a party, or the Offered Notes, or

• seeking to affect adversely the federal income tax attributes of the Offered Notes described in the Offering Memorandum.

(viii) There has not been any material adverse change in the business, operations, financial condition, properties, or assets of WEST or any subsidiary thereof (except in respect of the adverse effect that the financial difficulties of Varig and its subsidiary Rio Sul as a lessee, as disclosed in the Offering Memorandum, would have on the affected lessor subsidiaries of WEST Funding) that would have a material adverse effect on the ability of any of them to perform its obligations under this Agreement, or any Series B1 Transaction Document to which it is a party (as applicable).

(ix) No authorization, approval, or consent of, or filing with, any court or governmental authority or agency is necessary in connection with (A) WEST’s or any subsidiary’s execution and delivery of this Agreement or any Series B1 Transaction Document to which it is a party, or (B) the offering, issuance, or sale of the Offered Notes as contemplated in this Agreement and the Indenture, except such as may be required under state securities laws, and such security interest filings as may be contemplated in the Security Trust Agreement or the Indenture or other applicable Series B1 Transaction Document.

(x) Each of WEST and any subsidiary thereof party to a Series B1 Transaction Document possesses all material licenses, certificates, authorizations, and permits issued by the appropriate state, federal, or foreign regulatory agencies or bodies necessary to conduct the business now operated by it, except in cases in which failure to obtain all licenses, certificates and permits or other approvals would not singly or in the aggregate have a material adverse effect on WEST and any subsidiary thereof taken as a whole. Neither WEST nor any such subsidiary has received any notice of proceedings relating to the revocation or modification of any such license, certificate, authorization, or permit that, singly or in the aggregate, if the subject of any unfavorable decision, ruling, or finding, would materially adversely affect the business, operations, financial condition, properties or assets of WEST or such subsidiary, as applicable.

(xi) Any taxes, fees, and other governmental charges payable by WEST or any subsidiary thereof in connection with the execution and delivery of this Agreement, the Series B1 Transaction Documents to which any of them is a party and the issuance and sale of the Offered Notes (other than federal, state, and local taxes payable on the income or gain recognized therefrom), have been or will be paid on or before the Closing Date.

(xiii) WEST has not, directly or indirectly, solicited any offer to buy or offered to sell, and shall not. directly or indirectly, solicit any offer to buy or offer to sell, in the United States or to any United States citizen or resident, any security which is or would be integrated with the sale of the Offered Notes in a manner that would require the Offered Notes to be registered under the Act, nor has WEST taken any other action that would constitute a distribution of any Offered Note under the Act, would render the disposition of any Offered Note a violation of Section 5 of the Act or any state securities law, or would require registration or qualification pursuant thereto.

(xiv) The Offered Notes are eligible for resale pursuant to Rule 144A under the Act and shall not be, on the Closing Date, of the same class as securities listed on a national securities exchange registered under Section 6 of the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”), or quoted in a United States automated interdealer quotation system.

(xv) None of WEST nor any of its affiliates nor any persons acting on its or their behalf (other than UBS Securities LLC and UBS Limited, any affiliate of UBS Securities LLC or UBS Limited or anyone acting on its or their behalf) has engaged or shall engage in any directed selling efforts as defined in Rule 902 of Regulation S under the Act with respect to the Offered Notes, and none of the foregoing persons has offered or sold any of the Offered Notes; and none of the foregoing persons has entered into any other contractual arrangements with any person with respect to the distribution of the Offered Notes.

(xvii) Prior to the consummation of the offering and resale transactions contemplated herein, none of WEST or any of its affiliates has or will, either alone or with one or more other persons, bid for or purchase for any account in which it or any of its affiliates has a beneficial interest, any Offered Notes or attempt to induce any person to purchase any Offered Notes; and none of them will make bids or purchases for the purpose of creating actual, or apparent, active trading in, or raising the price of, the Offered Notes.

(xviii) WEST is not required to be registered as an “investment company,” nor shall WEST be required to register as an “investment company,” under the Investment

Company Act, as a result of the conduct of its business in the manner contemplated by the Offering Memorandum and the Series Bl Transaction Documents.

(xix) Assuming the related Purchaser’s representations set forth in Section 4(b) below are true and accurate, no registration of the Offered Notes under the Act is required for the offer and sale of the Offered Notes in the manner contemplated by this Agreement and no qualification of an indenture under the Trust Indenture Act of 1939, as amended, is required for the offer and sale of the Offered Notes in the manner contemplated by this Agreement.

(xx) Any sale of an Offered Note or an interest in one made by WEST or any person acting on its behalf outside the United States, its territories and possessions, to a non-U.S. Person has been and will be so made in accordance with Regulation S under the Act. With respect to such Offered Note, WEST and any of its affiliates, and any person acting on its or their behalf has complied with and will implement “offering restrictions” within the meaning of Rule 902 under the Act.

(xxi) WEST has not offered and shall not offer the Offered Notes except in accordance with this Agreement.

(xxii) Each certificate representing an Offered Note shall bear the applicable legend as set forth in the Indenture and the related Supplement for the time period and upon the other terms stated in the Indenture and the related Supplement.

(xxiii) None of the proceeds of the sale of the Offered Notes will be used, directly or indirectly, for the purpose of purchasing or carrying any “margin securities” as that term is defined in Regulation U of the Board of Governors of the Federal Reserve System, as amended (the “Federal Reserve Board”), for the purpose of reducing or retiring any indebtedness which was originally incurred to purchase or carry any margin security, or for any other purpose which might cause any of the Offered Notes to be considered a “purpose credit” within the meanings of Regulation T, U or X of the Federal Reserve Board.

(xxiv) Reserved.

(xxv) Reserved.

(xxvi) Except as disclosed in the Offering Memorandum, there are no contracts, agreements or understanding between Willis, WEST or any subsidiary thereof and any other person that would give rise to a valid claim against Willis, WEST, any subsidiary thereof or a Purchaser for a brokerage commission, finder’s fee or other like payment.

(d) Each Purchaser represents and warrants to and agrees with Willis and WEST that:

(i) It is an “accredited investor” within the meaning of Regulation D under the Securities Act.

(ii) It acknowledges that the Offered Notes have not been registered under the Act and may not be sold (A) within the United States or to or for the account or benefit of, U.S. persons except pursuant to an exemption from the registration requirements of the Act, and (B) otherwise in accordance with Regulation S.

(iii) [Reserved].

(iv) It will not solicit any resell to any person any Offered Note or an interest in one (in the United States, its territories and possessions, or to, or for the account or benefit of, a U.S. Person) unless:

• such Purchaser reasonably believes that such person at the time is a Qualified Institutional Buyer that would purchase the Offered Note or interest therein for its own account or the account of another Qualified Institutional Buyer; or

• the resulting purchase transaction is otherwise exempt from the registration requirements of the Act and such person is an Institutional Accredited Investor.

5. Certain Agreements of WEST. WEST covenants and agree with each Purchaser as follows:

(a) Neither the consent of Fortis or HSH of any such amendment or supplement to the Offering Memorandum shall constitute a waiver of any of the conditions set forth in Section 6 hereof.

(b) [Reserved].

(d) [Reserved].

(e) Upon the request of a Purchaser, WEST shall furnish to the each Purchaser, as soon as available, a copy of each report regarding the Offered Notes that is prepared pursuant to the Indenture or the Servicing Agreement or Administrative Agency Agreement, furnished to WEST and mailed to the holders of the Offered Notes.

(f) WEST will furnish to holders and prospective purchasers of the Offered Notes, upon request, information satisfying the requirements of subsection (d)(4)(i) of Rule 144A under the Act.

(g) [Reserved].

(h) WEST will furnish to each Purchaser and any holder of Offered Notes a copy of the restrictions on transfer applicable to the Offered Notes upon request.

(i) WEST will use its best efforts to cause the Offered Notes to be made eligible for trading in The Portal(SM) Market of The Nasdaq Stock Market, Inc.

(j) WEST agrees that it shall not make any offer or sale of securities if, as a result of the doctrine of “integration” referred to in Rule 502 promulgated under the Act, such offer or sale could be deemed to render invalid (for the purpose of (i) the sale of the Offered Notes to the a Purchaser or (ii) the resale of the Offered Notes by a Purchaser to others) the exemption from the registration requirements of the Act provided by Section 4(2) thereof or by Rule 144A or by Regulation S thereunder or otherwise.

(1) WEST shall use the net proceeds received by it from the sale of the Offered Notes in the manner specified in the Final Offering Memorandum under “Use of Proceeds”.

(m) [Reserved].

6. Conditions to the Obligations of the Purchasers. The obligation of the Purchasers to purchase and pay for the Offered Notes as provided in this Agreement is subject to:

• the accuracy of the representations and warranties on the part of Willis and WEST in this Agreement as of today and as of the Closing Date,

• the accuracy of the statements of Willis and WEST made in any certificates delivered pursuant to this Agreement,

• the performance by WEST and Willis of their respective obligations under this Agreement, and

• the satisfaction of the following additional conditions with respect to the Offered Notes:

(a) Each Purchaser shall have received the Offering Memorandum.

(b) there shall not have occurred any of the following:

(i) any material adverse change, or any development or event involving a known prospective change, in the business, operations, financial condition, properties or assets of

• Willis,

• WEST, or

• the initial Engine portfolio, taken as a whole;

the effect of which is, in the judgment of a Purchaser, so material and adverse as to make it impracticable or inadvisable to proceed with the sale or delivery of the Offered Notes on the terms and in the manner contemplated by this Agreement;

(iii) any material adverse change in U.S. or international financial, political, or economic conditions or currency exchange rates or exchange controls that would, in the reasonable judgment of a Purchaser, be likely to prejudice materially the success of the proposed issue, sale, or distribution of the Offered Notes, whether in the primary market or in respect of dealings in the secondary market;

(v) any banking moratorium declared by U.S. Federal or New York authorities;

(vi) any major disruption of settlements of securities or clearance services in the United States;

(vii) any attack on, outbreak, or escalation of hostilities or act of terrorism involving the United States, any declaration of war by Congress, or any other national or international calamity or emergency if, in the judgment of a Purchaser, the effect of the attack, outbreak, escalation, act, declaration, calamity, or emergency makes it impractical or inadvisable to proceed with completion of the offering or resale of the Offered Notes; or

(viii) a change or development involving a prospective change in United States taxation affecting WEST, the Offered Notes or the transfer thereof or the imposition of exchange controls by the United States, if, in the judgment of a Purchaser, the effect of such event makes it impracticable or inadvisable to proceed with completion of the offering or resale of the Offered Notes.

(c) Each Purchaser shall have received from each of Willis and WEST a certificate, dated the Closing Date and executed by their respective executive officers (or, in the case of WEST, a trustee), to the effect that:

(ii) Willis and WEST, as applicable, have complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or before the Closing Date.

(d) Each Purchaser shall have received

(i) with respect to Willis a good standing certificate from the Secretary of State of the State of Delaware, dated not earlier than ten days before the Closing Date,

(ii) with respect to WEST a good standing certificate from the Secretary of State of the State of Delaware, dated not earlier than ten days before the Closing Date, and

(iii) with respect to WEST Funding, a good standing certificate from the Secretary of State of Delaware, dated not earlier than ten days before the Closing Date.

(e) Each Purchaser shall have received from the Secretary or an assistant secretary (or equivalent officer) of Willis, in the officer’s individual capacity, a certificate, dated the Closing Date, to the effect that:

(i) each individual who, as an officer or representative of Willis, signed this Agreement, any Series Bl Transaction Document or any other document or certificate

delivered on or before the Closing Date in connection with the transactions contemplated in this Agreement or in the Series B1 Transaction Documents, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified, and acting as such officer or representative, and the signature of the individual appearing on the documents and certificates is the officer’s genuine signature; and

(f) Each Purchaser shall have received from the Secretary or an assistant secretary of WEST (or of a trustee for WEST), in such person’s individual capacity, a certificate, dated the Closing Date, to the effect that:

(i) each individual who, as an officer or representative of WEST, signed this Agreement, any Series B1 Transaction Document, or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated in this Agreement or in the Series B1 Transaction Documents, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified, and acting as such officer or representative, and the signature of the individual appearing on the documents and certificates is the officer’s genuine signature; and

(g) Each Purchaser shall have received from the Secretary or an assistant secretary of WEST Funding, in the officer’s individual capacity, a certificate, dated the Closing Date, to the effect that:

(i) each individual who, as an officer or representative of WEST Funding or a subsidiary thereof, signed the relevant Series B1 Transaction Document to which it is a

party, or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated in the Series B1 Transaction Documents, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified, and acting as such officer or representative, and the signature of the individual appearing on the documents and certificates is the officer’s genuine signature; and

(h) Each Purchaser shall have received opinions, dated the Closing Date, from (i) Pillsbury Winthrop Shaw Pittman LLP, in its capacity as special counsel for Willis, WEST and its subsidiaries party to any Series B1 Transaction Document, (ii) the General Counsel of Willis (as to entity-specific matters traditionally covered by internal counsel in asset-backed Rule 144A debt offerings), and (iii) such other law firms reasonably acceptable to the Purchasers and their counsel, substantially to the effect that:

(i) WEST has been duly formed, and each of Willis, WEST and any subsidiary thereof party to a Series B1 Transaction Document (any, a “WEST Entity”) is validly existing and (if such concept is relevant to such entity) is in good standing under the laws of the state of its formation, with power and authority to own its properties and conduct its business as described in the Series B1 Transaction Documents; and each WEST Entity is duly qualified to do business as a foreign entity in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification.

(ii) This Agreement and any Series B1 Transaction Document to which any of them is a party, each have been duly authorized, executed and delivered by each WEST Entity party thereto, as applicable; the Offered Notes have been duly authorized, executed, authenticated, issued and delivered; and this Agreement and each Series B1 Transaction Document with respect to which a WEST Entity is a party, constitutes a valid and binding agreement of the relevant WEST Entity, enforceable against such WEST Entity in accordance with its terms, subject to the effect of (A) bankruptcy, insolvency, reorganization, receivership, fraudulent conveyance, fraudulent transfer, moratorium and other laws affecting the rights and remedies of creditors

generally and general principles of equity (whether considered in a proceeding inequity or at law) and (B) concepts of materiality, reasonableness, good faith and fair dealings and the discretion of the court before which any proceeding may be brought.

(iv) WEST is not an “investment company” as such term is defined in the Investment Company Act.

(vi) There are no pending actions, suits or proceedings against or affecting any WEST Entity, or any of their properties that, if determined adversely, would individually or in the aggregate have a material adverse effect on the ability of such WEST Entity to perform its respective obligations under this Agreement or any Series B1 Transaction Document to which it is a party; and no such actions, suits or proceedings are, to such counsel’s knowledge, threatened or contemplated.

(vii) The execution, delivery and performance of this Agreement and any other Series B1 Transaction Documents to which any WEST Entity is a party, and the issuance and sale of the Offered Notes and compliance with the terms and provisions thereof will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, any statute, any rule, regulation or order of any governmental agency or body or any court having jurisdiction over such WEST Entity or any of its properties, or any agreement or instrument to which such WEST Entity is a party or by which such WEST Entity or any of its properties is bound or subject, or the organizational or formation documents of such WEST Entity; and WEST has full power and authority to authorize, issue and sell the Offered Notes as contemplated by this Agreement.

(viii) Such counsel have no reason to believe that the Offering Memorandum, or any amendment or supplement thereto, as of the date hereof and as of the Closing Date, contained any untrue statement of a material fact or omitted or omits to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

(ix) Assuming that the representations and warranties of WEST in this Agreement are accurate and the agreements of WEST in this Agreement are complied with, it is not necessary in connection with the offer, sale and delivery of the Offered Notes by WEST to the Purchasers under this Agreement to register the Offered Notes under the Act (it being understood that no opinion is expressed as to any sale subsequent to the initial resales of the Offered Notes by a Purchaser) or to qualify the Indenture under the Trust Indenture Act of 1939, as amended;

(x) The statements in the Final Offering Memorandum with respect to the Series B1 Transaction Documents and the Offered Notes, to the extent that they constitute summaries thereof, constitute accurate summaries of the terms thereof in all material respects.

(xii) Assuming compliance with all the terms specified in the Principal Transaction Agreements and the Amended and Restated Trust Agreement for WEST, the Offered Notes will be classified as debt, and WEST will not be classified as an association (or a publicly traded partnership) taxable as a corporation, in each case for U.S. federal income tax purposes.

(xv) Such other matters as a Purchaser or its counsel may reasonably request.

(i) Each Purchaser shall have received an opinion from counsel or special counsel to the Indenture Trustee, Security Trustee, Backup Servicer and the Backup Administrative Agent,

dated the Closing Date and addressing customary entity and agreement enforceability matters, in form and substance reasonably satisfactory to each Purchaser.

(j) On or prior to the Closing Date WEST shall have caused the Engine Mortgages to be filed/registered with the FAA and the Purchasers shall have received from McAfee & Tatt, special FAA counsel to WEST, an opinion dated the Closing Date (or the day thereafter) and in customary form as to the occurrence, validity, perfection and priority of such filing/registration under applicable U.S. federal law.

(k) The Purchasers shall have received from Deloitte & Touche, certified public accountants, a letter, dated as of the date of the Final Offering Memorandum, in form and substance reasonably satisfactory to the Purchasers, stating in effect that (using the assumptions and methodology acceptable to the Purchasers, all of which shall be described in such letter) they have recalculated the numbers and percentages in the Final Offering Memorandum as the Purchasers reasonably request compared the results of their calculations to the corresponding items in the Final Offering Memorandum, and found each of those numbers and percentages in the Final Offering Memorandum to be in agreement with the results of their calculations.

(l) Each Purchaser shall have received all opinions, certificates, and other documents required under any Series B1 Transaction Document to be delivered by Willis, WEST or any subsidiary thereof and/or its counsel in connection with the transactions contemplated thereby, and each such opinion shall be dated the Closing Date and addressed to each Purchaser.

(m) Each Purchaser shall have received all opinions rendered to Moody’s and/or Fitch by counsel to Willis, WEST and/or any subsidiary thereof, and each such opinion shall be dated the Closing Date and addressed to each Purchaser.

(n) The Offered Notes shall have been rated by Moody’s and Fitch as specified in the Final Offering Memorandum and such ratings shall not have been rescinded.

(o) The Series B1 Transaction Documents shall have been duly executed and delivered by the parties thereto.

(p) The Offered Notes shall have been executed by WEST and authenticated by the Indenture Trustee, and the conditions precedent thereto, as set forth in the Indenture, shall have been satisfied.

(q) The Series A1 Notes, the Series A2 Notes, and the Series B2 Notes (each as described in the Offering Memorandum) shall have been validly issued and delivered to the holders thereof, and all Series B1 Transaction Documentation in connection therewith (including documentation evidencing the commitment by such holders to advance funds to WEST under the unfunded portion of such notes that constitute Warehouse Notes) shall have been validly executed and delivered and be in full force and effect.

(r) Each Purchaser shall have received all opinions rendered to the holders/purchasers of the Series A1 Notes, the Series A2 Notes or the Series B2 Notes by counsel to Willis, WEST and/or any subsidiary thereof, and each such opinion shall be dated the Closing Date and addressed to each Purchaser (or a reliance letter with respect thereto shall have been executed and delivered to each Purchaser).

(v) Reserved.

6A. Conditions to the Obligations of WEST. The obligation of WEST to issue the Offered Notes to a Purchaser as provided in this Agreement is subject to:

• the accuracy of the representations and warranties on the part of such Purchaser in this Agreement as of the Closing Date,

• the accuracy of the statements of such Purchaser made in any certificates delivered pursuant to this Agreement,

• the performance by such Purchaser of its obligations under this Agreement, and

• the satisfaction of the following additional conditions with respect to the Offered Notes:

judgment of WEST, the effect of such event makes it impractical or inadvisable to proceed with completion of the issuance of the Offered Notes.

(b) WEST shall have received an opinion from counsel or special counsel to the Indenture Trustee, Security Trustee, Backup Servicer and the Backup Administrative Agent dated the Closing Date and addressing customary entity and agreement enforceability matters, in form and substance reasonably satisfactory to WEST.

(c) The Offered Notes shall have been rated by Moody’s and Fitch as specified in the Final Offering Memorandum and such ratings shall not have been rescinded.

(d) The Series B1 Transaction Documents shall have been duly executed and delivered by the parties thereto other than Willis and WEST.

(e) The Series A1 Notes, the Series A2 Notes, and the Series B2 Notes (each as described in the Offering Memorandum) shall have been validly issued and delivered to the holders thereof, and all Series B1 Transaction Documentation in connection therewith (including documentation evidencing the commitment by such holders to advance funds to WEST under the unfunded portion of such notes that constitute Warehouse Notes) shall have been validly executed and delivered and be in full force and effect.

7. Indemnification and Contribution.

(a) WEST and Willis each agree to indemnify

• each Purchaser,

• the directors, officers, employees, and agents of each Purchaser, and

• each person who controls a Purchaser within the meaning of either the Act or the Exchange Act,

against any and all losses, claims, damages, liabilities, costs, and expenses, joint or several, as the same are incurred, to which they or any of them may become subject (under the Act, the Exchange Act, or otherwise) insofar as such losses, claims, damages, liabilities, costs, and expenses (or actions in respect thereof) arise out of or are based upon any breach of any representation, warranty or covenant in this Agreement or any other Series B1 Transaction Document or any certificate or other written material delivered hereto, and will periodically reimburse each indemnified party for any legal or other expenses reasonably incurred by it (as incurred) in connection with investigating or defending against, settling, compromising or paying any such loss, claim, damage, liability, cost, expense, or action.

(b) [Reserved.]

(c) Promptly after receipt by an indemnified party under this Section of notice of the commencement of any action covered under Section 7(a) hereof, the indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under Section 7(a), notify the indemnifying party in writing of the commencement of the action; but the omission to so notify the indemnifying party shall not relieve it from any liability that it may have to any indemnified party under this Section (except to the extent that it has been prejudiced in any material respect by such omission) or from any liability that it may have to such indemnified party otherwise than under Section 7(a) hereof. In case any action is brought against any indemnified party and the indemnifying party is notified of its commencement, the indemnifying party shall be entitled to participate in it, and, if it elects by written notice delivered to the indemnified party promptly after receiving the notice referred to in the preceding sentence, the indemnifying party shall be entitled to assume the defense of the action (jointly with any other indemnifying party similarly notified) with counsel reasonably satisfactory to the indemnified party; provided, however, that if the defendants in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or parties. Upon receipt of notice from the indemnifying party to the indemnified party of its election to so assume the defense of the action, the indemnifying party shall not be liable to the indemnified party under Section 7(a) hereof for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof unless (i) the indemnified party shall have employed separate counsel in connection with the assertion of legal defenses in accordance with the proviso to the immediately preceding sentence (it being understood, however, that the indemnifying party shall not be liable for the expenses of more than one separate counsel (in addition to local counsel) for the indemnified party), (ii) the indemnifying party shall not have employed counsel satisfactory to the indemnified party at the expense of the indemnifying party to represent the indemnified party within a reasonable time after notice of commencement of the action or (iii) the indemnifying party has authorized the employment of counsel for the indemnified party at the expense of the indemnifying party; and except that, if clause (i) or (iii) is applicable, such liability shall be only in respect of the counsel referred to in such clause (i) or (iii).

(d) [Reserved.]

(e) [Reserved.]

(f) The indemnity agreement in this Section shall remain in full force regardless of

(i) any termination of this Agreement,

(ii) any investigation made by Willis, WEST, a Purchaser, any of their respective directors, trustees (in the case of WEST) or officers, or any person controlling any of them, and

(iii) acceptance of and payment for any of the Offered Notes.

8. Termination. This Agreement shall become effective as of the date first written above and shall remain in full force and effect.

9. Representations, Warranties, Covenants, and Indemnities to Survive Delivery. All representations, warranties, covenants, and indemnities in this Agreement shall remain in full force, regardless of any investigation made by or on behalf of a Purchaser, Willis, WEST or any of the controlling persons referred to in Section 7, and shall survive delivery of and payment for the Offered Notes or termination or cancellation of this Agreement.

10. Notices. All communications under this Agreement will be in writing and effective only on receipt, and

• if sent to Fortis, will be mailed, delivered, or either telegraphed or transmitted by telecopier and confirmed to them at Three Stamford Plaza, 301 Tresser Boulevard, Stamford, CT 06901, Attention: Loan Administration, with a copy at c/o Fortis Bank (Nederland) N.V., 3000 AS Rotterdam, The Netherlands - R01.16.02, Attention: Aviation and Intermodal Finance Group (or at another address furnished by Fortis to Willis and WEST in accordance with this Section 10);

• if sent to HSH, will be mailed, delivered, or either telegraphed or transmitted by telecopier and confirmed to them at 230 Park Avenue, New York, NY 10169-0005, Attention: Transportation Finance Americas (or at another address furnished by Fortis to Willis and WEST in accordance with this Section 10);

• if sent to Willis, delivered or either telegraphed or transmitted by telecopier and confirmed to it at 2320 Marinship Way, Sausalito, California 94965, Attention: General Counsel, fax (415) 275-5127 (or at another address furnished by Willis to each Purchaser and WEST in accordance with this Section 10); or

• if sent to WEST, delivered or either telegraphed or transmitted by telecopier and confirmed to it at c/o Willis at 2320 Marinship Way, Sausalito, California 94965, Attention: General Counsel, fax (415) 275-5127 (or at another address furnished by WEST to each Purchaser and Willis in accordance with this Section 10).

11. Amendments, Waivers; Counterparts; Assignment. Neither this Agreement nor any provision of this Agreement may be changed, waived, discharged, or terminated except by a

writing signed by a duly authorized officer of the party against whom the change, waiver, discharge, or termination is sought to be enforced. This Agreement may be executed in any number of counterparts, each of which shall for all purposes be deemed to be an original and all of which shall together constitute but one and the same instrument.

This Agreement is not assignable by Willis or WEST.

12. Successors. This Agreement shall inure to the benefit of and be binding upon its parties and the officers, directors, trustees and controlling persons referred to in Section 7 and their respective successors, and no other person will have any right or obligation under this Agreement.

13. Severabitity of Provisions. Any part, provision, representation, warranty, or covenant of this Agreement that is prohibited or is held to be void or unenforceable shall be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Agreement, and any such prohibition or unenforceability in any particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. To the extent permitted by applicable law, the parties to this Agreement waive any provision of law that prohibits or renders void or unenforceable any provision of this Agreement.

14. Submission to Jurisdiction. Each of Willis, WEST and each Purchaser hereby irrevocably and unconditionally submits, for itself and its property, to the non-exclusive jurisdiction of the Supreme Court of the State of New York sitting in the Borough of Manhattan in The City of New York and of the United States District Court for the Southern District of New York sitting in the Borough of Manhattan in The City of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, and Willis, WEST and each Purchaser hereby irrevocably agree that all claims in respect of such action or proceeding may be heard and determined in such New York State or Federal court. Willis, WEST and each Purchaser hereby irrevocably waive, to the fullest extent that they may legally do so, the defense of an inconvenient forum to the maintenance of such action or proceeding. Willis and WEST and each Purchaser agree that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

15. Waiver of Jury Trial. THE PARTIES HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY (BUT NO OTHER JUDICIAL REMEDIES) IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY.

16. Applicable Law. This Agreement shall be construed, interpreted and enforced, in accordance with the internal laws of the State of New York, (including, without limitation, Sections 5-1401 and 5-1402 of the General Obligations Law of the State of New York) without giving effect to the conflict of laws principles thereof.

17. Entire Agreement. This Agreement constitutes the entire agreement of the parties with respect to the subject matter of this Agreement, and supersedes all prior negotiations, agreements and understandings with respect thereto.

[signatures follow]

Very truly yours,

WILLIS ENGINE SECURITIZATION
TRUST)


By:	/s/ Monica J. Burke
	Name:
	Title:	Trustee

WILLIS LEASE FINANCE CORPORATION

By:	/s/ Monica J. Burke
	Name:	Monica J. Burke
	Title:	Executive Vice President Chief Financial Officer

Accepted at New York, New York, as of the date first above written:

UBS SECURITIES LLC		UBS LIMITED

By:		By:
	Name:		Name:
	Title:		Title:

Very truly yours,

WILLIS ENGINE SECURITIZATION
TRUST)

By:
	Name:
	Title:

WILLIS LEASE FINANCE CORPORATION

By:
		Name:
		Title:

Accepted at New York, New York, as of the date first above written:

UBS SECURITIES LLC			UBS LIMITED


By:	/s/ Berlage		By:	/s/ Ian Pearce
	Name:	BERLAGE		Name:	IAN PEARCE
	Title:	DIRECTOR		Title:	ASSOCIATE DIRECTOR


By:	/s/ M. Shahmohammed		By:	/s/ Paul Hevrman
	Name:	M. SHAHMOHAMMED		Name:	PAUL HEVRMAN
	Title:	EXECUTIVE DIRECTOR		Title:	EXECUTIVE DIRECTOR

EX-10.37 5 a05-18192_4ex10d37.htm MATERIAL CONTRACTS

Exhibit 10.37

EXECUTION VERSION

REDACTED COPY

Portions of this Exhibit 10.37 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

WILLIS LEASE FINANCE CORPORATION,
Servicer

and

FORTIS CAPITAL.

and HSH NORDBANK AG,

as Series A2 Note Holders

SERIES A2 NOTE PURCHASE AND LOAN AGREEMENT

Dated as of August 9, 2005

SERIES A2 NOTES

TABLE OF CONTENTS

ARTICLE I

DEFINITIONS

Section 1.01.	Definitions
Section 1.02.	Other Definitional Provisions

ARTICLE II

PURCHASE AND SALE

Section 2.01.	Sale and Delivery of the Series A2 Notes
Section 2.02.	Funding of Loans
Section 2.03.	Increase or Decrease in Maximum Commitments

ARTICLE III

CONDITIONS PRECEDENT TO OBLIGATION OF THE SERIES A2 NOTEHOLDERS

Section 3.01.	Conditions Precedent to Issuance of Series A2 Notes
Section 3.02.	Conditions Precedent on Initial Closing Date
Section 3.03.	Conditions Precedent To Loans

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF WEST AND WILLIS

Section 4.01.	Representations and Warranties of WEST
Section 4.02.	Representations and Warranties and Agreements of Willis

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF THE SERIES A2 NOTEHOLDERS

Section 5.01.	Authority, etc.
Section 5.02.	Securities Act

ARTICLE VI

OTHER COVENANTS

Section 6.01.	Securities Act
Section 6.02.	Legal Conditions to Closing

Section 6.03.	Expenses and Fees
Section 6.04.	Mutual Obligations
Section 6.05.	Pledge to Liquidity Providers

ARTICLE VII

INDEMNIFICATION

Section 7.01.	Indemnification by WEST
Section 7.02.	Indemnification by Willis
Section 7.03.	Procedure
Section 7.04.	Defense of Claims

ARTICLE VIII

MISCELLANEOUS

Section 8.01.	Amendments
Section 8.02.	Notices
Section 8.03.	No Waiver; Remedies
Section 8.04.	Binding Effect; Assignability
Section 8.05.	GOVERNING LAW; JURISDICTION
Section 8.06.	No Proceedings
Section 8.07.	Execution in Counterparts
Section 8.08.	Limited Recourse
Section 8.09.	Survival
Section 8.10.	Appointment of Agent for Service of Process

SCHEDULES

SCHEDULE 1	Maximum Commitments
SCHEDULE 2	Addresses of Series A2 Noteholders

EXHIBITS

EXHIBIT A	Form of Loan Request
EXHIBIT B	Form of Assignment and Assumption

SERIES A2 NOTE PURCHASE AND LOAN AGREEMENT (“Series A2 Note Purchase Agreement”) dated as of August 9 2005, among WILLIS ENGINE SECURITIZATION TRUST, a Delaware statutory trust (“WEST”), WILLIS LEASE FINANCE CORPORATION, a Delaware corporation (the “Servicer”), Fortis Captial Corp., a Connecticut corporation (“Fortis”), and HSH NORDBANK, AG, a German banking corporation (“HSH” and together with Fortis, the initial “Series A2 Noteholders”).

PREAMBLE

WHEREAS, WEST has entered into the Indenture, dated as of August 9, 2005 (the “Indenture”), with Deutsche Bank Trust Company Americas, a New York banking corporation (“Deutsche Bank”), as indenture trustee (“Indenture Trustee”); and

WHEREAS, WEST and the Indenture Trustee have entered into the Series A2 Supplement to the Indenture, dated as of August 9, 2005 (the “Series A2 Supplement”), pursuant to which WEST is to issue the Series A2 Notes in an initial aggregate Maximum Principal Balance of $100,000,000;

WHEREAS, the Series A2 Noteholders are willing to make loans to WEST on the Initial Closing Date and from time to time thereafter until the occurrence of a Conversion Event, and the obligation of WEST to repay such Loans will be represented by the Series A2 Notes;

NOW THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

“Assignment and Assumption” means an Assignment and Assumption Agreement, substantially in the form of Exhibit B attached hereto, pursuant to which the transferee of a Series A2 Note agrees to make Series A2 Loans to the extent of the Unused Commitment allocable to the Series A2 Note that is transferred to such transferee.

“Buyer” has the meaning set forth in Section 3.03(m) hereof.

“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 A2 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 July 31, 2007 or such later date to which the Conversion Date may be extended (if extended) in the sole discretion of the Series A2 Note Purchasers in accordance with the terms of Section 2.03(b) hereof.

“CP Noteholder” means any Series A2 Noteholder that will fund or maintain its Loans and its holding of its Series A2 Note with the issuance of Commercial Paper Notes.

“Eligible Transferee” means (i) an Affiliate of a Series A2 Noteholder, or (ii) any other then existing Series A2 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 A2 Note being transferred to such financial institution and is otherwise reasonably acceptable to WEST, as evidenced to the Indenture Trustee in writing (which approval shall not be unreasonably withheld or delayed).

“Engine Information” means, with respect to any Engine, the manufacturer, type and model of such Engine, and manufacturer’s serial numbers of such Engine.

“Funding Date” means as to any Loan, the Business Day that is specified in the Funding Request for such Loan in accordance with Section 2.02 hereof.

“Funding Date Engine” has the meaning set forth in Section 3.03(m)hereof.

“Funding Request” means a written request by WEST to obtain Loans from the Series A2 Noteholders, such notice to be in the form of Exhibit A hereto and to conform to requirements of Section 2.02 hereof.

“Indemnified Party” has the meaning specified in Section 7.01 hereof.

“Indenture” means the Indenture, as supplemented by the Supplements, including the Series A2 Supplement, as the same may be amended and supplemented from time to time.

“Liquidity Agreement” means any agreement to which a CP Noteholder is a party and under which one or more Liquidity Providers has agreed to purchase from such CP Noteholder the Series A2 Notes held by such CP Noteholder and to assume such CP Noteholder’s obligation to make Loans in an amount up to the Unused Commitment of such CP Noteholder.

“Liquidity Provider” means any financial institution that is an Eligible Transferee and a party to a Liquidity Agreement with a CP Noteholder.

“Loans” means the Series A2 Loans and the Series B2 Loans.

“Material Adverse Effect” has the meaning specified in Section 4.01(a) hereof.

Noteholder, the amount set forth opposite the name of such Series A2 Noteholder in Schedule 1 attached hereto, increased proportionately in the event of any increase in the aggregate Maximum Commitment described in clause (a) of this definition.

“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.

“Notes” means the Series A Notes and the Series B Notes.

“Series A Notes” means, collectively, (a) the $100,000,000 in maximum principal amount of WEST’s Series A2 Notes dated August 9, 2005 and issued pursuant to this Series A2 Note Purchase Agreement and the Series A2 Supplement and (b) the $200,000,000 in stated principal amount of WEST’s Series A1 Notes dated August 9, 2005 and issued pursuant to the Series A1 Note Purchase Agreement and the Series A1 Supplement.

“Series A2 Loan” means a funding by the Series A2 Noteholder of a loan to WEST pursuant to Article II hereof.

“Series A2 Noteholder” means, initially, Fortis and HSH and, at any time of determination for the Series A2 Notes thereafter, any person in whose name a Series A2 Note is registered in the Register.

“Series A2 Note Purchase Agreement” means this Series A2 Note Purchase and Loan Agreement, dated as of August 9, 2005, among WEST, Willis and the Series A2 Note Purchasers, as may be amended, modified or supplemented from time to time in accordance with its terms.

“Series A2 Related Documents” means the Series A2 Transaction Documents and the Related Documents, as the same may be amended, supplemented, restated, replaced or otherwise modified from time to time.

“Series A2 Supplement” means the Series A2 Supplement dated as of August 9, 2005, between WEST and the Indenture Trustee, as the same may be amended, supplemented or otherwise modified from time to time.

“Series B Notes” means, collectively, (a) the $28,276,878 in stated principal amount of WEST’s Series B1 Notes dated August 9, 2005 and issued pursuant to the Series B1 Note Purchase Agreement and the Series B1 Supplement, and (b) the $13,558,400 in maximum principal amount of WEST’s Series B2 Notes dated August 9. 2005 and issued pursuant to the Series B2 Note Purchase Agreement and the Series B2 Supplement.

“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 the Series B2 Supplement and the Series B2 Note Purchase Agreement.

“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 Series B2 Noteholders.

“Series B2 Noteholders” means, on the Closing Date, Fortis and HSH and, at any time of determination thereafter, any person in whose name a Series B2 Note is registered in the Register.

“Series B2 Supplement” means the Series B2 Supplement to the Indenture, dated as of August 9, 2005, between WEST and the Indenture Trustee.

“Third Party Claim” has the meaning specified in Section 7.01 hereof.

ARTICLE II

PURCHASE AND SALE

ARTICLE III

CONDITIONS PRECEDENT TO OBLIGATION OF THE SERIES A2 NOTEHOLDERS

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

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF WEST AND WILLIS

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF THE SERIES A2 NOTEHOLDERS

Each of the Series A2 Noteholders hereby severally and not jointly makes the following representations and warranties as to itself to WEST and Willis as of the Initial Closing Date and as of each Funding Date:

ARTICLE VI

OTHER COVENANTS

ARTICLE VII

INDEMNIFICATION

ARTICLE VIII

MISCELLANEOUS

If to the Series A2 Noteholder, to the addresses set forth in Schedule 2:

If to WEST:

Willis Engine Securitization Trust
c/o Willis Lease Finance Corporation
2320 Marinship Way
Suite 300
Sausalito, California 94965
Telephone No. (415) 331-5281
Facsimile No. (415) 331-5167

If to Indenture Trustee :

Deutsche Bank Trust Company Americas
60 Wall Street

New York, New York 10005
New York, New York
Attention: TSS-Structured Finance
Facsimile No. (212) 797-8606

[Signatures on next page]

IN WITNESS WHEREOF, the parties have caused this Series A2 Note Purchase and Loan Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written.

	WILLIS ENGINE SECURITIZATION TRUST
	as Issuer,


	By:	/s/ Monica J. Burke
		Name: Monica J. Burke
		Title: Controlling Trustee


	WILLIS LEASE FINANCE CORPORATION,
	as Servicer,


	By:	/s/ Monica J. Burke
		Name: Monica J. Burke
		Title: Executive Vice President Chief Financial Officer


	FORTIS CAPITAL CORP.
	as a Series A2 Noteholder


	By:	/s/ John W. Benton
		Name: John W. Benton
		Title: President


	HSH NORDBANK AG
	as a Series A2 Noteholder


	By:	/s/ Jack Campbell
		Name: Jack Campbell
		Title: Senior Vice President


	By:	/s/ Hari Raghavan
		Name: Hari Raghavan
		Title: Senior Vice President

Signature Page
to
Series A2 Note Purchase and Loan Agreement

SERIES A2 NOTE PURCHASE AND LOAN AGREEMENT

SCHEDULE 1

MAXIMUM COMMITMENTS OF SERIES A2 NOTEHOLDERS

AND LOANS ON INITIAL CLOSING DATE

SERIES A2 NOTE PURCHASE AND LOAN AGREEMENT

SCHEDULE 1

ADDRESSES OF SERIES A2 NOTEHOLDERS

SERIES A2 NOTE PURCHASE AND LOAN AGREEMENT

EXHIBIT A

FORM OF LOAN REQUEST

Date:

[                         ]
[                         ]
New York, New York [      ]
Attention:     [                      ]

Fax: [ ]

RE: Series A2 Note Purchase and Loan Agreement (the “Agreement”), dated as of August 9, 2005 among Willis Lease Finance Corporation (“Willis”), Willis Engine Securitization Trust (“WEST”), Fortis Capital Corp. and HSH Nordbank AG

Pursuant to Section 2.4(b) of the Agreement, WEST hereby requests a Loan on (the “Funding Date”) in the aggregate principal amount of $ . The undersigned requests that the Loan amount be deposited in the following account:

The undersigned does hereby certify that (i) the representations, warranties and covenants contained in the Series A2 Related Documents are true and correct as of the date hereof; (ii) WEST has performed all agreements contained in the Series A2 Transaction Documents to be performed on its part at or prior to the date hereof; (iii) no Event of Default, Servicer Termination Event or Early Amortization Event has occurred and is continuing and no fact, condition or event exists or has occurred which would, upon the giving of notice or the passage of time or both, constitute an Event of Default, Servicer Termination Event or Early Amortization Event; (iv) on the Funding Date, after such Loan is funded, the aggregate Outstanding Principal Balance of the Series A2 Notes will not exceed the aggregate Series A2 Maximum Principal Balances of the Series A2 Notes or aggregate Maximum Commitments of the holders of the Series A2 Notes; (v) no proceeding is pending which would prohibit consummation of the transactions contemplated by the Series A2 Related Transaction Documents, and (vi) the proceeds of the Loan will be used for the following purposes, as indicated:

To acquire the Third Remaining Engine or an Additional Engine

To fund a Discretionary Engine Modification

A-1

To increase the Available Collections Amount on the following Payment Date:

If the proceeds of the Loan are being used to acquire the Third Remaining Engine or an Additional Engine, the following Engine Information is provided.

Capitalized terms used but not defined herein have the meanings set forth in the Agreement.

By:
Name:
Title:

A-2

SERIES A2 NOTE PURCHASE AND LOAN AGREEMENT

EXHIBIT B

FORM OF ASSIGNMENT AND ASSUMPTION

A-3

EX-10.38 6 a05-18192_4ex10d38.htm MATERIAL CONTRACTS

Exhibit 10.38

EXECUTION VERSION

REDACTED COPY

Portions of this Exhibit 10.38 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

WILLIS LEASE FINANCE CORPORATION,
Servicer

and

FORTIS CAPITAL CORP.

and HSH NORDBANK AG,

as Series B2 Note Holders

SERIES B2 NOTE PURCHASE AND LOAN AGREEMENT

Dated as of August 9, 2005

SERIES B2 NOTES

TABLE OF CONTENTS

ARTICLE I

DEFINITIONS
Section 1.01.	Definitions
Section 1.02.	Other Definitional Provisions

ARTICLE II

PURCHASE AND SALE

Section 2.01.	Sale and Delivery of the Series B2 Notes
Section 2.02.	Funding of Loans
Section 2.03.	Increase or Decrease in Maximum Commitments

ARTICLE III

CONDITIONS PRECEDENT TO OBLIGATION OF THE SERIES B2 NOTEHOLDERS

Section 3.01.	Conditions Precedent to Issuance of Series B2 Notes
Section 3.02.	Conditions Precedent on Initial Closing Date
Section 3.03.	Conditions Precedent To Loans

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF WEST AND WILLIS

Section 4.01.	Representations and Warranties of WEST
Section 4.02.	Representations and Warranties and Agreements of Willis

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF THE SERIES B2 NOTEHOLDERS

Section 5.01.	Authority, etc.
Section 5.02.	Securities Act

ARTICLE VI

OTHER COVENANTS

Section 6.01.	Securities Act
Section 6.02.	Legal Conditions to Closing

Section 6.03.	Expenses and Fees
Section 6.04.	Mutual Obligations
Section 6.05.	Pledge to Liquidity Providers

ARTICLE VII

INDEMNIFICATION

Section 7.01.	Indemnification by WEST
Section 7.02.	Indemnification by Willis
Section 7.03.	Procedure
Section 7.04.	Defense of Claims

ARTICLE VIII

MISCELLANEOUS

Section 8.01.	Amendments
Section 8.02.	Notices
Section 8.03.	No Waiver; Remedies
Section 8.04.	Binding Effect; Assignability
Section 8.05.	GOVERNING LAW; JURISDICTION
Section 8.06.	No Proceedings
Section 8.07.	Execution in Counterparts
Section 8.08.	Limited Recourse
Section 8.09.	Survival
Section 8.10.	Appointment of Agent for Service of Process

SCHEDULES

SCHEDULE 1	Maximum Commitments

SCHEDULE 2	Addresses of Series B2 Noteholders

EXHIBITS

EXHIBIT A	Form of Loan Request

EXHIBIT B	Form of Assignment and Assumption

SERIES B2 NOTE PURCHASE AND LOAN AGREEMENT (“Series B2 Note Purchase Agreement”) dated as of August 9, 2005, among WILLIS ENGINE SECURITIZATION TRUST, a Delaware statutory trust (“WEST”), WILLIS LEASE FINANCE CORPORATION, a Delaware corporation (the “Servicer”), FORTIS CAPITAL CORP., a Connecticut Corporation (“Fortis”), and HSH NORDBANK, AG, a German banking corporation (“HSH” and together with Fortis, the initial “Series B2 Noteholders”).

PREAMBLE

WHEREAS, WEST and the Indenture Trustee have entered into the Series B2 Supplement to the Indenture, dated as of August 9, 2005 (the “Series B2 Supplement”), pursuant to which WEST is to issue the Series B2 Notes in an initial aggregate Maximum Principal Balance of $100,000,000;

WHEREAS, the Series B2 Noteholders are willing to make loans to WEST on the Initial Closing Date and from time to time thereafter until the occurrence of a Conversion Event, and the obligation of WEST to repay such Loans will be represented by the Series B2 Notes;

NOW THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto agree as follows:

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 Agreement, 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.

“Assignment and Assumption” means an Assignment and Assumption Agreement, substantially in the form of Exhibit B attached hereto, 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.

“Buyer” has the meaning set forth in Section 3.03(m).

“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 July 31, 2007 or such later date to which the Conversion Date may be extended (if extended) in the sole discretion of the Series B2 Note Purchasers in accordance with the terms of Section 2.03(b) hereof.

“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.

“Eligible Transferee” means (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 (which approval shall not be unreasonably withheld or delayed).

“Engine Information” means, with respect to any Engine, the manufacturer, type and model of such Engine, and manufacturer’s serial numbers of such Engine.

“Funding Date” means as to any Loan, the Business Day that is specified in the Funding Request for such Loan in accordance with Section 2.02 hereof.

“Funding Date Engine” has the meaning set forth in Section 3.03(l).

“Funding Request” means a written request by WEST to obtain Loans from the Series B2 Noteholders, such notice to be in the form of Exhibit A hereto and to conform to requirements of Section 2.02 hereof.

“Indemnified Party” has the meaning specified in Section 7.01 hereof.

“Indenture” means the Indenture, as supplemented by the Supplements, including the Series B2 Supplement, as the same may be amended and supplemented from time to time.

“Liquidity Agreement” means any agreement to which a CP Noteholder is a party and under which one or more Liquidity Providers has agreed to purchase from such CP Noteholder the Series B2 Notes held by such CP Noteholder and to assume such CP Noteholder’s obligation to make Loans in an amount up to the Unused Commitment of such CP Noteholder.

“Liquidity Provider” means any financial institution that is an Eligible Transferee and a party to a Liquidity Agreement with a CP Noteholder.

“Loans” means the Series B2 Loans and the Series A2 Loans.

“Material Adverse Effect” has the meaning specified in Section 4.01(a) hereof.

the amount set forth opposite the name of such Series B2 Noteholder in Schedule 1 attached hereto, increased proportionately in the event of any increase in the aggregate Maximum Commitment described in clause (a) of this definition.

“Notes” means the Series A Notes and the Series B Notes.

“Series A2 Loan” means, individually or in the aggregate, a loan to WEST by the Holder or Holders of the Series A2 Notes pursuant to the Series A2 Supplement and the Series A2 Note Purchase Agreement.

“Series A2 Note Purchase Agreement” means this Series A2 Note Purchase and Loan Agreement, dated as of August 9, 2005, among WEST, Willis and the Series A2 Noteholders, as may be amended, modified or supplemented from time to time in accordance with its terms.

“Series B2 Loan” means a funding by the Series B2 Noteholder of a loan to WEST pursuant to Article II hereof.

“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 Series B2 Noteholders as may be amended, modified or supplemented from time to time in accordance with its terms.

“Series B2 Noteholders” means, on the Closing Date, Fortis and HSH and, at any time of determination thereafter, any person in whose name a Series B2 Note is registered in the Register.

“Series B2 Related Documents” means the Series B2 Transaction Documents and the Related Documents, as the same may be amended, supplemented, restated, replaced or otherwise modified from time to time.

“Series B2 Supplement” means the Series B2 Supplement to the Indenture, dated as of August 9, 2005, between WEST and the Indenture Trustee as may be amended, modified or supplemented from time to time in accordance with its terms.

“Third Party Claim” has the meaning specified in Section 7.01 hereof.

Section 1.02. Other Definitional Provisions. The conventions of construction and usage set forth in Section 1.02 of the Indenture are hereby incorporated by reference in this Supplement.

Section 2.01. Sale and Delivery of the Series B2 Notes. In reliance on the representations, warranties and agreements and on the terms and conditions set forth herein and in the Indenture and the Series B2 Supplement, WEST agrees to sell, and each of the Series B2 Noteholders severally and not jointly agrees to purchase, on the Initial Closing Date, a Series B2 Note with the Maximum Principal Balance for each Series B2 Noteholder set forth in Schedule 1 (which Maximum Principal Balances may be increased pursuant to Section 2.03(a) hereof and Section 2.03(d) of the Series B2 Supplement). The Series B2 Notes shall be duly executed by WEST, duly authenticated by the Indenture Trustee and registered in the names of the Series B2 Noteholders. The actual Outstanding Principal Balance of each Series B2 Note will be equal to the principal amount of the Loans made by the holder thereof from time to time in accordance with the terms hereof and of the Series B2 Supplement minus any payments of the principal amount of the Series B2 Notes made in accordance with the terms thereof and the Series B2 Supplement and the Indenture.

Section 2.02. Funding of Loans. (a) On the terms and conditions hereinafter set forth, each Series B2 Noteholder severally and not jointly agrees that it will make Loans to WEST, on the Initial Closing Date and from time to time thereafter until the occurrence of a Conversion Event, upon the receipt of a Funding Request from WEST and otherwise as provided in this Section 2.02 and in each subject to satisfaction of the applicable conditions precedent set forth in Article III hereof and in Article IV of the Series B2 Supplement, in a total amount outstanding at any time up to its Maximum Commitment. It is expressly understood and agreed that WEST shall not have any right to receive, and each Series B2 Noteholder shall not have any obligation to disburse, (x) any amount in excess of the Maximum Commitment of such Series B2 Noteholder or (y) any amount whatsoever on or after the date on which a Conversion Event occurs. Under no circumstances shall the Series B2 Noteholders fund any Loans if after giving effect to such Loans, (i) the aggregate Series B2 Note Outstanding principal balance outstanding hereunder would either (A) exceed the Series B2 Maximum Commitment or (B) result in a Senior Borrowing Base Deficiency or (ii) the Aggregate Note Principal Balance would exceed the Maximum Borrowing Base.

Section 2.03. Increase or Decrease in Maximum Commitments. (a) 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, WEST also shall elect to increase the Maximum Principal Balances of the Series A2 Notes and the Maximum Commitments of the Series A2 Noteholders by a proportionate amount, 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 each Series B2 Noteholder agrees that its Maximum Commitment shall be increased by an amount equal to the amount by which the Maximum Principal Balance of its Series B2 Note is so increased, and that 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.

Section 3.01. Conditions Precedent to Issuance of Series B2 Notes. The obligation of WEST to issue the Series B2 Notes to the Series B2 Noteholders is subject to satisfaction of the following conditions precedent:

Section 3.02. Conditions Precedent on Initial Closing Date. The effectiveness of the agreement of the Series B2 Noteholders to make the Loans and their obligation to make the Initial Loans on the Initial Closing Date is subject to satisfaction of the following conditions precedent:

Section 3.03. Conditions Precedent To Loans. The obligations of the Series B2 Noteholders to make Loans on any Funding Date after the Initial Closing Date are subject to the following conditions precedent:

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

Section 4.01. Representations and Warranties of WEST. WEST represents (as of the initial Closing Date and as of each Funding Date on which a Loan is made by a Series A2 Noteholder pursuant to the Supplement and this Agreement, unless otherwise indicated) and warrants to, and agrees with, the Series A2 Noteholders that:

Section 4.02. Representations and Warranties and Agreements of Willis. Willis hereby represents and warrants as of the Initial Closing Date and covenants with the Series B2 Noteholders that:

Each of the Series B2 Noteholders hereby severally and not jointly makes the following representations and warranties as to itself to WEST and Willis as of the Initial Closing Date and as of each Funding Date:

Section 5.01. Authority, etc. This Series B2 Note Purchase Agreement has been duly and validly executed and delivered by the Series B2 Noteholder and constitutes a legal, valid and binding obligation of the Series B2 Noteholder, enforceable against the Series B2 Noteholder in accordance with its terms, subject as to enforcement to bankruptcy, reorganization, insolvency, moratorium and other similar laws of general applicability relating to or affecting creditors’ rights and to general principles of equity.

Section 5.02. Securities Act. (a) The Series B2 Note purchased by such Series B2 Noteholder pursuant to this Series B2 Note Purchase Agreement will be acquired for investment only and not with a view to any public distribution thereof, and such Series B2 Noteholder will not offer to sell or otherwise dispose of its Series B2 Note (or any interest therein) in violation of any of the registration requirements of the Securities Act or any applicable state or other securities laws.

Section 6.01. Securities Act. WEST agrees not to sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in the Securities Act) that would be integrated with the sale of the Series B2 Notes and the Series A2 Notes in a manner that would require the registration under the Securities Act of the sale to the Series B2 Noteholders and the Series A2 Noteholders of the Series B2 Notes and the Series A2 Notes, respectively.

Section 6.02. Legal Conditions to Closing. The Series B2 Noteholders, WEST and Willis will take all reasonable actions necessary to comply promptly with all legal requirements which may be imposed on any of them with respect to the consummation of the transactions contemplated by this Agreement and will promptly cooperate with and furnish information to one another in connection with any such legal requirements. The Series B2 Noteholders, WEST, and Willis will take all reasonable action necessary to obtain (and will cooperate with one another in obtaining) any consent, authorization, permit, license, franchise, order or approval of, or any exemption by, any Governmental Authority or any other Person, required to be obtained or made by it in connection with any of the transactions contemplated by this Agreement.

Section 6.03. Expenses and Fees. Except as otherwise expressly provided herein, all Issuance Expenses incurred in connection with the entering into this Series B2 Note Purchase Agreement and the transactions contemplated hereby shall be paid by WEST.

Section 6.04. Mutual Obligations. On and after the date of this Agreement, the Series B2 Noteholders, WEST and Willis will do, execute and perform all such other acts, deeds and documents as the other party may from time to time reasonably require in order to carry out the intent of this Agreement.

Section 6.05. Pledge to Liquidity Providers. WEST recognizes the obligations of any CP Noteholder under the terms of the related Liquidity Agreement and hereby consents to the transfer by such CP Noteholder of the Series B2 Notes to the Liquidity Providers when required and in accordance with the terms of the Liquidity Agreement; provided that each of the Liquidity Providers shall be a Qualified Institutional Buyer, the total number of Liquidity Providers for such CP Noteholder shall not at any time exceed three (3), and each Liquidity Provider shall have delivered to WEST and the Indenture Trustee on or before the later of the date hereof and the date on which it first becomes a Liquidity Provider, an Investment Letter making representations and warranties substantially identical to those set forth in the form of Exhibit B to the Indenture and an Assignment and Assumption Agreement, and provided, further that, prior to the Conversion Date, each Liquidity Provider shall be an Eligible Transferee and shall execute an Assignment and Assumption as a condition of such transfer. Transfers of the Series B2 Notes under the terms of the Liquidity Agreement shall be subject to the terms of this Section 5.05, but shall not otherwise be subject to the transfer restrictions set forth in the Indenture.

Section 7.01. Indemnification by WEST. WEST agrees to indemnify and hold harmless the Series B2 Noteholders and any of their respective officers, directors, employees, agents, representatives, assignees and Affiliates (each, an “Indemnified Party”) against any and all losses, claims, damages, liabilities or expenses (including reasonable legal and accounting fees) (collectively, “Losses”), as incurred (payable promptly upon written request), for or on account of or arising from or in connection with any breach of any representation, warranty or covenant of WEST in this Agreement or any other Related Document or in any certificate or other written material delivered pursuant hereto; provided, however, that WEST shall not be so required to indemnify any such Person or otherwise be liable to any such Person hereunder for any Losses arising from such Person’s gross negligence, willful misconduct or bad faith. Notwithstanding the foregoing, WEST shall not be liable for any settlement of any proceeding effected without its written consent. All amounts due to an Indemnified Party under this Article VII shall be included in Noteholder Increased Costs for the Series B2 Notes and the Indenture Trustee shall pay such amounts 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 of the Series B2 Supplement.

Section 7.02. Indemnification by Willis. Willis agrees to indemnify and hold harmless an Indemnified Party against all Losses, as incurred (payable promptly upon written request), for or on account of or arising from or in connection with any breach of any representation, warranty or covenant of Willis in this Agreement or any other Related Document or in any certificate or other written material delivered pursuant hereto; provided, however, that Willis shall not be so required to indemnify any such Person or otherwise be liable to any such Person hereunder for any Losses arising from such Person’s gross negligence, willful misconduct or bad faith. Notwithstanding the foregoing, Willis shall not be liable for any settlement of any proceeding effected without its written consent.

Section 7.03. Procedure. In order for any Indemnified Party to be entitled to any indemnification provided for under this Agreement in respect of, arising out of, or involving a claim made by any Person against the Indemnified Party (a “Third Party Claim”), such Indemnified Party must notify WEST in writing of the Third Party Claim within five Business Days of receipt of a summons, complaint or other written notice of the commencement of litigation and within ten Business Days after receipt by such Indemnified Party of any other written notice of the Third Party Claim. Thereafter, the Indemnified Party shall deliver to WEST, within a reasonable time after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third Party Claim.

Section 7.04. Defense of Claims. If a Third Party Claim is made against an Indemnified Party, (a) WEST or Willis, as the case may be, will be entitled to participate in the defense thereof and, (b) if it so chooses, to assume the defense thereof with counsel selected by WEST or Willis, as the case may be, provided that in connection with such assumption (i) such counsel is not reasonably objected to by the Indemnified Party and (ii) WEST or Willis, as the case may be, first admits in writing its liability to indemnify the Indemnified Party with respect to all elements of such claim in full. Should WEST or Willis, as the case may be, so elect to assume the defense of a Third Party Claim, WEST or Willis, as the case may be, will not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If WEST or Willis, as the case may be, elects to assume the defense of a Third Party Claim, the Indemnified Party will (i) cooperate in all reasonable respects with WEST or Willis, as the case may be, in connection with such defense and (ii) not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without WEST’s or Willis’, as the case may be, prior written consent. If WEST or Willis, as the case may be, shall assume the defense of any Third Party Claim, the Indemnified Party shall be entitled to participate in (but not control) such defense with its own counsel at its own expense. If WEST or Willis, as the case may be, does not assume the defense of any such Third Party Claim, the Indemnified Party may defend the same in such manner as it may deem appropriate, including settling such claim or litigation after giving notice to WEST or Willis, as the case may be, of such terms and, WEST or Willis, as the case may be, will promptly reimburse the Indemnified Party upon written request.

Section 8.01. Amendments. No amendment or waiver of any provision of this Series B2 Note Purchase Agreement shall in any event be effective unless the same shall be in writing and signed by all of the parties hereto, and then such amendment, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.

Section 8.02. Notices. All notices and other communications provided for hereunder shall, unless otherwise stated herein, be in writing (including telecopies) or delivered by overnight courier service, as to each party hereto, at its address set forth below or at such other address as shall be designated by such party in a written notice to the other parties hereto. All such notices and communications shall, when telecopied or sent by overnight delivery service, be

effective with respect to telecopy notices, when the sending machine receives confirmation of the transmission, and with respect to overnight delivery service when confirmed by signed receipt.

If to the Series B2 Noteholder, to the addresses set forth in Schedule 2:

If to WEST:

Willis Engine Securitization Trust
c/o Willis Lease Finance Corporation
2320 Marinship Way
Suite 300
Sausalito, California 94965
Telephone No. (415) 331-5281
Facsimile No. (415) 331-5167

If to Indenture Trustee :

Deutsche Bank Trust Company Americas
60 Wall Street
New York, New York 10005
New York, New York
Attention: TSS-Structured Finance
Facsimile No. (212) 797-8606

Section 8.03. No Waiver; Remedies. No failure on the part of any party hereto to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law.

Section 8.04. Binding Effect; Assignability. This Agreement shall be binding upon and inure to the benefit of WEST and the Series B2 Noteholders and their respective successors and assigns (including any subsequent Holders of the Series B2 Notes, subject to their executing and delivering an Assignment and Assumption); provided, however, that WEST shall not have the right to assign its rights hereunder or any interest herein (by operation of law or otherwise) without the prior written consent of the Series B2 Noteholders and that, prior to the occurrence of a Conversion Events, a Series B2 Noteholder shall not have the right to assign its rights and obligations hereunder to any Person that is not an Eligible Transferee. This Agreement shall create and constitute the continuing obligation of the parties hereto in accordance with its terms, and shall remain in full force and effect until such time as all amounts payable with respect to the Series B2 Notes shall have been paid in full.

Section 8.05. GOVERNING LAW; JURISDICTION. THIS SERIES B2 NOTE PURCHASE AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. Each of the parties to this Agreement hereby agrees to the jurisdiction of the United States District Court for the Southern District of New York and any appellate court having jurisdiction to review the judgments thereof. Each of the parties hereby waives any objection based on forum non

conveniens and any objection to venue of any action instituted hereunder in any of the aforementioned courts and consents to the granting of such legal or equitable relief as is deemed appropriate by such court.

Section 8.06. No Proceedings. (a) WEST agrees that so long as any of any CP Noteholder’s Commercial Paper Notes shall be outstanding or there shall not have elapsed one year plus one day since the last day on which any of such CP Noteholder’s Commercial Paper Notes shall have been outstanding, it shall not file, or join in the filing of, a petition against such CP Noteholder under the Federal Bankruptcy Code, or join in the commencement of any bankruptcy, reorganization, arrangement, insolvency, liquidation or other similar proceeding against such CP Noteholder.

Section 8.07. Execution in Counterparts. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement.

Section 8.08. Limited Recourse. The obligations of WEST under this Agreement shall be payable only out of the Collateral and the Series B2 Noteholders shall not look to any property or assets of WEST, other than to the Collateral remaining after all obligations of WEST under the Indenture are satisfied. To the extent that the proceeds of the Collateral after application in accordance with the provisions of the Indenture are insufficient to satisfy the obligations of WEST under the Indenture and under this Agreement, WEST shall have no further obligation in respect hereof and any remaining outstanding obligation shall be extinguished.

Section 8.09. Survival. All representations, warranties, guaranties and indemnifications (including the payment obligations in Article VII hereof) contained in this Agreement and in any document, certificate or statement delivered pursuant hereto or in connection herewith shall survive the sale and transfer of the Series B2 Notes.

Section 8.10. Appointment of Agent for Service of Process. WEST hereby appoints Corporation Service Company having an address at 1133 Avenue of the Americas, New York, New York 10036 as its agent for service of process in the State of New York.

[Signatures on next page]

IN WITNESS WHEREOF, the parties have caused this Series B2 Note Purchase and Loan Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written.

	WILLIS ENGINE SECURITIZATION TRUST
	as Issuer,


	By:	/s/ Monica J. Burke
		Name: Monica J. Burke
		Title: Controlling Trustee

	WILLIS LEASE FINANCE CORPORATION,
	as Servicer,


	By:	/s/ Monica J. Burke
		Name: Monica J. Burke
		Title: Executive Vice President Chief Financial Officer

	FORTIS CAPITAL CORP.
	as a Series B2 Noteholder


	By:	/s/ John W. Benton
		Name: John W. Benton
		Title: President

	HSH NORDBANK AG
	as a Series B2 Noteholder


	By:	/s/ Jack Campbell
		Name: Jack Campbell
		Title: Senior Vice President


	By:	/s/ Hari Raghavan
		Name: Hari Raghavan
		Title: Senior Vice President

Signature Page

Series B2 Note Purchase and Loan Agreement

SERIES B2 NOTE PURCHASE AND LOAN AGREEMENT

SCHEDULE 1

MAXIMUM COMMITMENTS OF SERIES B2 NOTEHOLDERS

AND LOANS ON INITIAL CLOSING DATE

SERIES B2 NOTE PURCHASE AND LOAN AGREEMENT

SCHEDULE 1

ADDRESSES OF SERIES B2 NOTEHOLDERS

SERIES B2 NOTE PURCHASE AND LOAN AGREEMENT

EXHIBIT A

FORM OF LOAN REQUEST

Date:

[                               ]
[                               ]
New York, New York [          ]
Attention:     [                         ]

Fax: [ ]

RE:	Series B2 Note Purchase and Loan Agreement (the “Agreement”), dated as of August 9, 2005 among Willis Lease Finance Corporation (“Willis”), Willis Engine Securitization Trust (“WEST”), Fortis Capital Corp. and HSH Nordbank AG.

The undersigned does hereby certify that (i) the representations, warranties and covenants contained in the Series B2 Related Documents are true and correct as of the date hereof; (ii) WEST has performed all agreements contained in the Series B2 Transaction Documents to be performed on its part at or prior to the date hereof; (iii) no Event of Default, Servicer Termination Event or Early Amortization Event has occurred and is continuing and no fact, condition or event exists or has occurred which would, upon the giving of notice or the passage of time or both, constitute an Event of Default, Servicer Termination Event or Early Amortization Event; (iv) on the Funding Date, after such Loan is funded, the aggregate Outstanding Principal Balance of the Series B2 Notes will not exceed the aggregate Series B2 Maximum Principal Balances of the Series B2 Notes or aggregate Maximum Commitments of the holders of the Series B2 Notes; (v) no proceeding is pending which would prohibit consummation of the transactions contemplated by the Series B2 Related Transaction Documents, and (vi) the proceeds of the Loan will be used for the following purposes, as indicated:

To acquire the Third Remaining Engine or an Additional Engine

To fund a Discretionary Engine Modification

A-1

To increase the Available Collections Amount on the following Payment Date:

If the proceeds of the Loan are being used to acquire the Third Remaining Engine or an Additional Engine, the following Engine Information is provided.

Capitalized terms used but not defined herein have the meanings set forth in the Agreement.

By:

Name:

Title:

A-2

SERIES B2 NOTE PURCHASE AND LOAN AGREEMENT

EXHIBIT B

FORM OF ASSIGNMENT AND ASSUMPTION

A-3

EX-10.39 7 a05-18192_4ex10d39.htm MATERIAL CONTRACTS

Exhibit 10.39

Execution Version

REDACTED COPY

Portions of this Exhibit 10.39 have been omitted pursuant to a confidential treatment request. The omitted material has been filed separately with the Securities and Exchange Commission.

INDENTURE

dated as of August 9, 2005

by and between

WILLIS ENGINE SECURITIZATION TRUST,
a Delaware statutory trust,
as issuer of the Notes,

and

DEUTSCHE BANK TRUST COMPANY AMERICAS,
as Indenture Trustee of the Notes

Table of Contents

ARTICLE I

DEFINITIONS

Section 1.01	Definitions
Section 1.02	Rules of Construction
Section 1.03	Compliance Certificates and Opinions
Section 1.04	Acts of Noteholders

ARTICLE II

THE NOTES

Section 2.01	Authorization of Notes; Amount of Outstanding Principal Balance; Terms; Form; Execution and Delivery
Section 2.02	Restrictive Legends
Section 2.03	Note Registrar and Paying Agent
Section 2.04	Paying Agent to Hold Money in Trust
Section 2.05	Method of Payment
Section 2.06	Minimum Denomination
Section 2.07	Exchange Option
Section 2.08	Mutilated, Destroyed, Lost or Stolen Notes
Section 2.09	Payments of Transfer Taxes
Section 2.10	Book-Entry Registration
Section 2.11	Special Transfer Provisions
Section 2.12	Temporary Definitive Notes
Section 2.13	Statements to Noteholders
Section 2.14	CUSIP, CINS AND ISIN Numbers
Section 2.15	Debt Treatment of Notes

ARTICLE III

ACCOUNTS; PRIORITY OF PAYMENTS

Section 3.01	Establishment of Accounts; Investments
Section 3.02	Collections Account

Section 3.03	Engine Acquisition Account
Section 3.04	Senior Restricted Cash Account
Section 3.05	Junior Restricted Cash Account
Section 3.06	Engine Reserve Account
Section 3.07	Security Deposit Account
Section 3.08	Expense Account
Section 3.09	Series Accounts
Section 3.10	Redemption/Defeasance Account
Section 3.11	Engine Replacement Account
Section 3.12	Calculations
Section 3.13	Payment Date Distributions from the Collections Account
Section 3.14	Allocation Rules
Section 3.15	Certain Redemptions
Section 3.16	Procedure for Redemptions
Section 3.17	Collections Loans
Section 3.18	Adjustments in Targeted Principal Balances

ARTICLE IV

DEFAULT AND REMEDIES

Section 4.01	Events of Default
Section 4.02	Remedies Upon Event of Default
Section 4.03	Limitation on Suits
Section 4.04	Waiver of Existing Defaults
Section 4.05	Restoration of Rights and Remedies
Section 4.06	Remedies Cumulative
Section 4.07	Authority of Courts Not Required
Section 4.08	Rights of Noteholders to Receive Payment
Section 4.09	Indenture Trustee May File Proofs of Claim
Section 4.10	Undertaking for Costs
Section 4.11	Control by Noteholders
Section 4.12	Purchase Rights of the Series B Noteholders

ARTICLE V

REPRESENTATIONS, WARRANTIES AND COVENANTS

Section 5.01	Representations and Warranties
Section 5.02	General Covenants

Section 5.03	Portfolio Covenants
Section 5.04	Operating Covenants

ARTICLE VI

THE INDENTURE TRUSTEE

Section 6.01	Acceptance of Trusts and Duties
Section 6.02	Absence of Duties
Section 6.03	Representations or Warranties
Section 6.04	Reliance; Agents; Advice of Counsel
Section 6.05	Not Acting in Individual Capacity
Section 6.06	No Compensation from Noteholders
Section 6.07	Notice of Defaults
Section 6.08	Indenture Trustee May Hold Securities
Section 6.09	Corporate Trustee Required; Eligibility
Section 6.10	Reports by WEST

ARTICLE VII

SUCCESSOR TRUSTEES

Section 7.01	Resignation and Removal of Indenture Trustee
Section 7.02	Appointment of Successor

ARTICLE VIII

INDEMNITY

Section 8.01	Indemnity
Section 8.02	Noteholders’ Indemnity
Section 8.03	Survival

ARTICLE IX

SUPPLEMENTAL INDENTURES

Section 9.01	Supplemental Indentures Without the Consent of the Noteholders
Section 9.02	Supplemental Indentures with the Consent of Noteholders
Section 9.03	Execution of Supplemental Indentures
Section 9.04	Effect of Supplemental Indentures

iii

Section 9.05	Reference in Notes to Supplemental Indentures
Section 9.06	Issuance of Additional Series of Notes

ARTICLE X

MODIFICATION AND WAIVER

Section 10.01	Modification and Waiver with Consent of Holders
Section 10.02	Modification Without Consent of Holders
Section 10.03	Subordination and Priority of Payments
Section 10.04	Execution of Amendments by Indenture Trustee

ARTICLE XI

SUBORDINATION

Section 11.01	Subordination

ARTICLE XII

DISCHARGE OF INDENTURE; DEFEASANCE

Section 12.01	Discharge of Liability on the Notes; Defeasance
Section 12.02	Conditions to Defeasance
Section 12.03	Application of Trust Money
Section 12.04	Repayment to Issuer
Section 12.05	Indemnity for Government Obligations and Corporate Obligations
Section 12.06	Reinstatement

ARTICLE XIII

MISCELLANEOUS

Section 13.01	Right of Indenture Trustee to Perform
Section 13.02	Waiver
Section 13.03	Severability
Section 13.04	Notices
Section 13.05	Assignments
Section 13.06	Currency Conversion
Section 13.07	Application to Court
Section 13.08	Governing Law

Section 13.09	Jurisdiction
Section 13.10	Counterparts
Section 13.11	Table of Contents, Headings, Etc.

Schedule		Description

Schedule 1		Engine Subsidiaries
Schedule 2		Engine Trusts
Schedule 3		Leasing Subsidiaries
Schedule 4		Initial Engines
Schedule 5		Agent for Service of Process

Exhibit		Description

Exhibit A-1		Form of Series A Term Note
Exhibit A-2		Form of Series A Warehouse Note
Exhibit B-1		Form of Series B Term Note
Exhibit B-2		Form of Series B Warehouse Note
Exhibit C-1		Form of Certificate to be Given by Noteholders
Exhibit C-2		Form of Certificate to be Given by Euroclear or Clearstream
Exhibit C-3		Form of Certificate to Depository Regarding Interest
Exhibit C-4		Form of Depositary Certificate Regarding Interest
Exhibit C-5		Form of Transfer Certificate for Exchange or Transfer from 144A Book-Entry Note to Regulations S Book-Entry Note
Exhibit C-6		Form of Initial Purchaser Exchange Instructions
Exhibit C-7		Certificate to be Given by Transferee of Beneficial Interest in a Regulation S Temporary Book-Entry Note
Exhibit D		Form of Investment Letter to be Delivered in Connection with Transfers to Non-QIB Accredited Investors
Exhibit E		Concentration Limits
Exhibit F		PRI Guidelines
Exhibit G-1		Form of Monthly Report
Exhibit G-2		Form of Annual Report
Exhibit H		Insurance Provision
Exhibit I		Core Lease Provisions
Exhibit J		Required Acquisition Agreement Terms

INDENTURE, dated as of August 9, 2005 (as amended, supplemented and otherwise modified from time to time, this “Indenture”), by and between WILLIS ENGINE SECURITIZATION TRUST, a Delaware statutory trust, as issuer of the Notes (“WEST”), and Deutsche Bank Trust Company Americas, a New York banking corporation, indenture trustee of each Series of Notes (the “Indenture Trustee”).

ARTICLE I

DEFINITIONS

For purposes of this Indenture, the following terms shall have the meanings indicated below:

“144A Book-Entry Note” means a Note sold in reliance on Rule 144A, represented by a single permanent global note in fully registered form, without coupons, the form of which shall be substantially in the form of the applicable Note Form for such Note, with the legends required by Section 2.02 for a 144A Book-Entry Note inscribed thereon and with such changes therein and such additional information as may be specified in the Supplement pursuant to which such Note is issued.

“Account” means each of the Collections Account, the Expense Account, the Engine Replacement Account, the Security Deposit Account, each Series Account, the Senior Restricted Cash Account, the Junior Restricted Cash Account, the Engine Reserve Account, the Engine Acquisition Account, any Lessor Account, any Redemption/Defeasance Account and any sub-accounts and ledger and sub-ledger accounts maintained therein in accordance with this Indenture.

“Acquisition Agreement” means any agreement (other than the Asset Transfer Agreement) pursuant to which Additional Engines are acquired by a member of WEST Group in a Permitted Engine Acquisition.

“Acquisition Balance Redemption” has the meaning given to such term in Section 3.15(b) hereof.

“Act” has the meaning, with respect to any Noteholder, given to such term in Section 1.04 hereof.

“Additional Certificates” means any Beneficial Interest Certificates issued pursuant to the Trust Agreement, the proceeds of which are used, in substantial part, to acquire Additional Engines or to fund Discretionary Engine Modifications.

“Additional Engine” means each Engine acquired by a member of WEST Group (other than an Initial Remaining Engine) subsequent to the Initial Closing Date in accordance with the conditions set forth in Section 5.03(b) of this Indenture.

“Additional Interest” means, with respect to a Series of Notes, the amount of interest due and payable in respect of any overdue payments in respect of such Series of Notes, as specified in the related Supplement.

“Additional Interest Amount” means, with respect to any Series of Notes, that amount of Additional Interest due and payable on such Series of Notes on a Payment Date, including any Additional Interest due and payable on a prior Payment Date that was not paid on such prior Payment Date.

“Additional Notes” means the Notes evidencing any Additional Series issued by WEST from time to time subsequent to the Initial Closing Date.

“Additional Series” means any Series issued by WEST subsequent to the Initial Closing Date pursuant to a Supplement to this Indenture.

“Adjusted Base Value” means, with respect to an Engine, such Engine’s Base Value, adjusted for the actual maintenance status of such Engine, but without regard to any Lease, Maintenance Reserve Payments, Security Deposits or other related assets.

“Adjusted Borrowing Value” means, for an Engine as of any date of determination, the Initial Borrowing Value of such Engine, as adjusted downward as of each Payment Date after the Delivery Date of such Engine at a rate per annum equal to *** of the Initial Borrowing Value of such Engine, provided that, if any Discretionary Engine Modification is made to an Engine, the cost of such Discretionary Engine Modification shall be added to the Adjusted Borrowing Value of such Engine as of the date of such Discretionary Engine Modification, and such cost as so added shall also be adjusted downward as of each Payment Date thereafter at a rate per annum equal to *** of such cost.

“Administrative Agency Agreement” means the Administrative Agency Agreement, dated as of the Initial Closing Date, among the Administrative Agent, the Security Trustee, the Indenture Trustee, WEST and each other WEST Group Member or any replacement administrative agency agreement, including the Back-Up Administrative Agency Agreement, with a replacement Administrative Agent, including the Back-Up Administrative Agent.

“Administrative Agent” means Willis, in its capacity as administrative agent under the Administrative Agency Agreement, including its successors in interest and permitted assigns, until another Person shall have become the administrative agent under such agreement, after which “Administrative Agent” shall mean such other Person.

“Administrative Agent Fee” means, for any Payment Date, the compensation payable to the Administrative Agent on such Payment Date in accordance with the terms of, and designated in, the Administrative Agency Agreement.

“Affiliate” means, with respect to any Person, any other Person that, directly or indirectly, controls, is controlled by or is under common control with, such Person or is a director or officer of such Person; “control” of a Person means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting Stock, by contract or otherwise.

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

“Aggregate Adjusted Borrowing Value” means, as of any date of determination, an amount equal to the sum of (i) the Adjusted Borrowing Values (measured as of the last day of the month immediately preceding such date of determination) of all Engines then owned by any WEST Group Member that are subject to the Lien of a Mortgage, and (ii), during the Replacement Period in respect of each Engine that was the subject of an Engine Disposition in respect of which the Controlling Trustees have elected to reinvest all or a portion of the Disposition Proceeds in a Replacement Exchange, the amount of the Disposition Proceeds to be so invested.

“Aggregate Note Principal Balance” means, as of any date of determination, an amount equal to the sum of the then Outstanding Principal Balance of all Series of Notes then Outstanding.

“Aggregate Unused Commitments” means, as of any date of determination, an amount equal to the sum of the then Unused Commitments of all Series of Warehouse Notes then outstanding.

“Agreed Currency” has the meaning given to such term in Section 13.06(a) hereof.

“Airworthiness Directive” means any mandatory maintenance directive issued by any Aviation Authority having jurisdiction over any Engine or by the FAA or the JAA/EASA.

“Allocable Minimum Principal Payment Amount“ means, for any Optional Redemption or Acquisition Balance Redemption for any Series of Notes, an amount equal to the product of the Minimum Principal Payment Amount for such Series of Notes on the Redemption Date and the applicable Redemption Fraction.

“Allocable Scheduled Principal Payment Amount“ means, for any Optional Redemption or Acquisition Balance Redemption for any Series of Notes, an amount equal to the product of the Scheduled Principal Payment Amount for such Series of Notes on the Redemption Date and the applicable Redemption Fraction.

“Allocated Amount” means (a) for an Initial Engine (other than the Third Remaining Engine), an amount equal to the product of (i) the sum of (x) the Net Proceeds from the sale of all of the Term Notes on the Initial Closing Date and (y) the Loans made by the Holders of the Warehouse Notes on the Initial Closing Date, and (ii) a fraction, the numerator of which is the Initial Borrowing Value of such Initial Engine and the denominator of which is the sum of the Initial Borrowing Values of all Initial Engines (other than the Third Remaining Engine) and (b) for an Additional Engine, the amount stated in the related Supplement for the Series of Notes, the proceeds of which are used to finance the acquisition of such Additional Engine.

“Allowed Restructuring” has the meaning given to such term in Section 5.02(f)(i) hereof.

“Annual Appraised Value” means, with respect to any Engine, the mathematical average of three Appraised Values of such Engine made in accordance with Section 5.03(f) hereof.

“Annual Servicer Audit” means an annual audit of the activities of the Servicer on the basis of agreed procedures.

“Annual Report” has the meaning given to such term in Section 2.13(a) hereof.

“Applicable Law” means all applicable laws, rules, statutes, ordinances, regulations and orders of Governmental Authorities, including, without limitation, the applicable laws, rules, regulations and orders of each Aviation Authority.

“Appraisal” means a desktop appraisal of an Engine, i.e. an appraisal without a physical inspection of an Engine, performed by an Appraiser to determine the Appraised Value of such Engine.

“Appraisal Date” has the meaning given to such term in Section 5.03(f) hereof.

“Appraisal Deficiency Amount” means, as of any date of determination, the amount, if any, by which the Aggregate Adjusted Borrowing Value exceeds the sum of (x) the most recent Annual Appraised Values of all Engines and (y) the Balance in the Engine Reserve Account on such date.

“Appraised Value” means, with respect to an Engine, the Adjusted Base Value of such Engine as determined in an Appraisal.

“Appraiser” means an independent appraiser that is a member of the International Society of Transport Aircraft Trading (“ISTAT”) or, if ISTAT ceases to exist, any similar professional aircraft appraiser organization in which at least one of the Initial Appraisers is a member that is approved by a Special Majority of the Controlling Trustees.

“Approved Manufacturer” means each of CFM International, General Electric Corporation, Pratt & Whitney, Rolls Royce, International Aero Engines and each other Person that is approved by a Special Majority of the Controlling Trustees.

“Asset Transfer Agreement” means the Asset Transfer Agreement, dated as of the Initial Closing Date among WEST, Willis and WEST Funding.

“Authorized Agent” means, with respect to the Notes of any Series, any authorized Paying Agent or Note Registrar for the Notes of such Series.

“Available Collections Amount” means, for any Payment Date, the amount of Collections in the Collections Account on the immediately preceding Determination Date, plus or minus, as applicable, the aggregate amount of all transfers to be made to or from the Collections Account pursuant to Sections 3.01(e), 3.02(b) 3.04(d), 3.05(d), 3.06(a), 3.07(a) and 3.17 during the period beginning on such Determination Date and ending on such Payment Date.

“Available Sales Proceeds” means the following portions of Net Sales Proceeds from an Engine Disposition:

(a) If WEST does not elect to reinvest any of the Modified Net Sale Proceeds in a Replacement Exchange, the Available Sales Proceeds will be equal to the Modified Net Sales Proceeds, which will be included in the Available Collections Amount on the next Payment Date after the Engine Disposition.

(b) If WEST elects to reinvest all of the Modified Net Sales Proceeds in a Replacement Exchange but in fact reinvests less than all of such Modified Net Sales Proceeds within the Replacement Period, the Available Sales Proceeds will be equal to the product of (x) the Modified Net Sale Proceeds from the Engine Disposition and (y) a fraction, the numerator of which is the amount of the Disposition Proceeds from such Engine Disposition that are transferred to the Collections Account at the end of the applicable Replacement Period and the denominator of which is the entire amount of the Disposition Proceeds from such Engine Disposition, and such Available Sales Proceeds will be included in the Available Collections Amount on the first Payment Date succeeding the end of the Replacement Period.

(c) If WEST elects to reinvest less than all of the Modified Net Sales Proceeds from an Engine Disposition, the portion of the Modified Net Sales Proceeds that is not to be reinvested will be treated as Available Sales Proceeds and will be included in the Available Collections Amount on the next succeeding Payment Date; the portion of the Modified Net Sales Proceeds that WEST elects for reinvestment will be treated as Available Sales Proceeds and included in the Available Collections Amount on the next Payment Date after the end of the Replacement Period to the extent, if any, that they are not in fact reinvested, calculated as described in clause (b) above.

“Aviation Authority” means the FAA, the JAA/EASA and/or any other governmental authority which, from time to time, has control or supervision of civil aviation or has jurisdiction over the airworthiness, operation and/or maintenance of an Engine.

“Back-Up Administrative Agency Agreement” means the Back-Up Administrative Agency Agreement dated as of the Initial Closing Date among the Back-Up Administrative Agent, the Security Trustee, WEST and each other WEST Group Member or any replacement back-up administrative agency agreement with a replacement Back-Up Administrative Agent.

“Back-Up Administrative Agent” means UT Finance, in its capacity as Back-Up Administrative Agent under the Back-Up Administrative Agency Agreement, including its successors in interest and permitted assigns, until another Person shall have become the Back-Up Administrative Agent under such agreement, after which “Back-Up Administrative Agent” shall mean such other Person.

“Back-Up Administrative Agent Fee” means the compensation (if any) payable to the Back-Up Administrative Agent on such Payment Date in accordance with the terms of the Back-Up Administrative Agency Agreement and designated as such therein.

“Back-Up Servicer” means UT Finance, in its capacity as Back-Up Servicer under the Back-Up Servicing Agreement, including its successors in interest, until another Person shall have become the Back-Up Servicer under that agreement, after which “Back-Up Servicer” shall mean such successor Person.

“Back-Up Servicer Fee” means, for any Payment Date, the compensation (if any) payable to the Back-Up Servicer on such Payment Date in accordance with the terms of the Back-Up Servicing Agreement and designated as such therein.

“Back-Up Servicing Agreement” means that certain back-up servicing agreement, dated as of the Initial Closing Date, among the Back-Up Servicer, the Security Trustee, WEST and each WEST Group Member or any replacement back-up servicing agreement with a replacement Back-Up Administrative Agent.

“Balance” means, with respect to any Account as of any date, the sum of the cash deposits in such account and the value of any Permitted Investments held in such Account as of such date, as determined in accordance with Section 1.02(m) hereof.

“Base Interest” has, with respect to a specific Series of Notes, the meaning given to such term in the related Supplement.

“Base Interest Amount” means, with respect to any Series of Notes, that amount of Base Interest due and payable on such Series of Note on a Payment Date, including any Base Interest due and payable on a prior Payment Date that was not paid on such prior Payment Date.

“Base Interest Shortfall” has the meaning given to such term in Section 3.12(d)(ii) hereof.

“Base Value” means, with respect to an Engine, an Appraiser’s opinion of the underlying economic value of the Engine, in an open, unrestricted, stable market environment with a reasonable balance of supply and demand, and with full consideration of the Engine’s “highest and best use,” the engine model’s historical trend of values and such Appraiser’s projection of value trends, presuming an arm’s-length, cash transaction between willing, able and knowledgeable parties, acting prudently, with an absence of duress and with a reasonable period of time available for marketing,

“Beneficial Interest” means, with respect to WEST, a beneficial interest in WEST consisting of a specified percentage interest in the residual value of WEST, the right to the allocations and distributions in respect of such beneficial interest and all other rights of a holder of a beneficial interest in WEST as a statutory trust.

“Beneficial Interest Certificate” has the meaning set forth in the Trust Agreement.

“Benefit Plan” of any Person, means, at any time, any employee benefit plan (including a multiemployer plan as defined in Section 4001(a)(3) of ERISA), the funding requirements of which (under Section 302 of ERISA or Section 412 of the Code) are, or at any time within six years immediately preceding the time in question were, in whole or in part, the responsibility of such Person.

“Book-Entry Notes” means the Regulation S Book-Entry Notes and the 144A Book-Entry Notes.

“Borrowing Base Adjustment Amount” means, as of any date of determination, an amount equal to the sum of (a) the applicable Appraisal Deficiency Amount as of such date, and (b) the sum of all applicable Sale Proceeds Surplus Amounts as of such date.

“Business Day” means any day except a Saturday, Sunday or other day on which commercial banks in New York, New York and San Francisco, California are authorized by law to close, and, for purposes of calculating LIBOR, London, England.

“Capetown Convention” means the Protocol to the Convention on International Interests in Mobile Equipment on Matters specific to Aircraft Equipment (Capetown, 2001), together with the Convention on International Interest in Mobile Equipment (Capetown, 2001).

“Cede” means, Cede & Co., as nominee for DTC.

“Class” means, if specified by a Supplement with respect to a Series, a class of Notes of such Series having the same rights to payment as all other Notes of such class, as specified by such Supplement.

“Clearing Agency Participant” means a Person who has an account with Clearstream.

“Clearstream” means Clearstream Banking, a French société anonyme.

“Closing Date” means in the case of (i) the Initial Notes, the Initial Closing Date, (ii) any Additional Notes, the relevant Series Issuance Date of such Notes.

“Code” means the International Revenue Code of 1986, as amended.

“Collateral” means the Trust Collateral and the Mortgage Collateral, collectively.

“Collateral Liquidation Notice” means a written notice from the Control Parties for the Senior Series representing a majority of the Outstanding Principal Balance of the Senior Series, directing the Indenture Trustee to liquidate the Collateral in accordance with Section 4.02(b) and the Security Trust Agreement.

“Collection Period” means, unless otherwise specified in the Supplement for any Series of Notes, with respect to each Payment Date other than the first Payment Date in respect of a Series, the period commencing on the first day of the calendar month immediately preceding the month in which such Payment Date occurs and ending on the last day of such calendar month and, in the case of the first Payment Date in respect of a Series (other than the Initial Notes), the period commencing on the Series Issuance Date, for any Additional Series, and ending on the last day of the first full calendar month following such Series Issuance Date. There is no Collection Period for the first Payment Date in respect of the Initial Notes, and the payments of principal and interest to be made on such first Payment Date will be funded in part out of the proceeds of the Initial Notes to be deposited in the Collections Account.

“Collections” means, with respect to a Collection Period, all amounts (without duplication) received by the WEST Group, including, but not limited to, (i) Lease Payments, (ii) amounts withdrawn under any Security Deposit or other assurance in respect of a Lessee’s obligations under a Lease, (iii) amounts received in respect of claims for damages or in respect of any breach of contract for nonpayment of any of the foregoing, (iv) the Net Sale Proceeds of any Engine Disposition or amounts received under any Engine Disposition Agreement (except for any portion of such Net Sale Proceeds that WEST shall direct to be deposited into either the

Engine Replacement Account or a Qualified Escrow Account), (v) Modified Net Sales Proceeds deposited in the Engine Replacement Account or a Qualified Escrow Account and not applied to the purchase or funding of an Additional Engine or Qualified Engine Modification, including amounts transferred from the Engine Replacement Account (or received from a Qualified Intermediary) due to a failure to acquire or fund an Additional Engine or Qualified Engine Modifications within the Replacement Period; (vi) net payments to WEST under any Hedging Agreement maintained in accordance with the terms of this Indenture, (vii) investment income, if any, on all amounts on deposit in the Accounts (except to the extent that any Lease requires such investment income to be maintained as Segregated Funds), (viii) any proceeds or other payments received under the Related Documents, including amounts transferred to the Collections Account from the Engine Reserve Account or the Engine Acquisition Account, (ix) any proceeds of any Collections Loan made pursuant to Section 3.17 hereof, (x) the portion of the Net Proceeds of the Series A1 Notes and Series B1 Notes deposited in the Collections Account on the Initial Closing Date, and (xi) any other amounts received by WEST or any other WEST Group Member (including any amounts received from any other Subsidiary of WEST, whether by way of distribution, dividend, repayment of a loan or otherwise), but not including any funds to be applied in connection with a Redemption and other amounts required to be paid over to any third party pursuant to any Related Document.

“Collections Account” has the meaning given to such term in Section 3.01(a) hereof.

“Collections Loan” means a Loan, the proceeds of which are to be deposited in the Collections Account pursuant to Section 3.17 hereof.

“Commitment Fee” has, with respect to any Series of Warehouse Notes, the meaning set forth in the related Supplement.

“Commitment Fee Amount” means, with respect to a specific Series of Warehouse Notes on a Payment Date, the amount of the Commitment Fee due and payable in respect of such Series of Warehouse Notes on such Payment Date, including any Commitment Fees due and payable on a prior Payment Date that were not paid on such prior Payment Date.

“Concentration Limits” means the limits set forth in Exhibit E hereto, as such limits may be adjusted from time to time as provided in Section 5.03(e).

“Concentration Variance Limits” has the meaning give to such term in Section 5.03(e) hereof.

“Concentration Violation” means a breach of the covenant set forth in Section 5.03(e) hereof (with or without regard to the Concentration Variance Limits as specified in this Indenture) if effect were given to any sale, transfer, lease or other disposition or any purchase or other acquisition pursuant to an Engine Disposition Agreement regardless of whether such sale, transfer, lease or other disposition or purchase or other acquisition is scheduled or expected to occur after the date on which such Engine Disposition Agreement becomes binding on WEST or a WEST Group Member.

“Control Party” means (a), in respect of any Series of Term Notes and any Series of Warehouse Notes after the occurrence of a Conversion Event with respect to such Series of

Warehouse Notes, unless otherwise provided in the Supplement related to such Series, Holders of Notes of such Series representing more than fifty percent (50%) of the then aggregate Outstanding Principal Balance of all Outstanding Notes of such Series, and (b), in the case of any Series of Warehouse Notes prior to the occurrence of a Conversion Event with respect to such Series, unless otherwise provided in the Supplement related to such Series, Holders of Notes of such Series representing more than fifty percent (50%) of the aggregate Maximum Commitments of the holders of such Warehouse Notes.

“Controlling Trustee” means each of the four (4) trustees of WEST designated as such in accordance with the terms of the Trust Agreement.

“Conversion Date” means, with respect to any Series of Warehouse Notes, the date specified as such in the related Supplement.

“Conversion Event” means, with respect to a Series of Warehouse Note, the earliest to occur of (a) the Conversion Date for such Series of Warehouse Notes, (b) an Early Amortization Event, (c) an Event of Default, (d) a Servicer Termination Event and (e) any other event or condition specified in the related Supplement for such Series of Warehouse Notes.

“Conversion Step-Up Interest” has, with respect to a specific Series of Notes, the meaning given to such term in the related Supplement.

“Conversion Step-Up Interest Amount” means, with respect to any Series of Notes, that amount of Conversion Step-Up Interest due and payable on such Series of Note on a Payment Date, including any Conversion Step-Up Interest due and payable on a prior Payment Date that was not paid on such prior Payment Date.

“Core Lease Provisions” means the requirements for Leases set forth in Exhibit I.

“Corporate Obligations” has the meaning given to such term in Section 12.02(a) hereof.

“Corporate Trust Office” means, with respect to the Indenture Trustee, the office of such trustee in the city at which at any particular time its corporate trust business shall be principally administered and, with respect to the Indenture Trustee on the date hereof, shall be Deutsche 60 Wall Street—26th Floor, New York, New York 10005, Attention: Corporate Trust and Agency Services, Facsimile No: (212) 797-8606, or at any other time at such other address as the Indenture Trustee may designate from time to time by notice to the Holders and WEST.

“Currency Hedge Agreements” means an ISDA currency swap, options, and any other similar hedging arrangements (including, without limitation, the current or forward purchase and sale of non-Dollar currency) between WEST or any other WEST Group Member and the Eligible Hedge Counterparty named therein, including any schedules and confirmations prepared and delivered in connection therewith, in form and substance meeting the Rating Agency Hedging Requirements, pursuant to which (i) WEST will receive payments from, or make payments to, the Eligible Hedge Counterparty as provided therein and (ii) recourse by the Eligible Hedge Counterparty to WEST is limited to distributions in accordance with the priority of payments set forth in Section 3.13 hereof.

“Custodial Agreement” means the Custodial Agreement dated as of the Initial Closing Date among the Custodial Agent, the Security Trustee and WEST or any replacement custodial agreement with a replacement Custodial Agent.

“Default” means a condition, event or act which, with the giving of notice or the lapse of time or both, would constitute an Event of Default.

“Default Notice” has the meaning given to such term in Section 4.02(a) hereof.

“Definitive Note” means a note issued in definitive form pursuant to the terms and conditions of this Indenture and the related Supplement, the form of which shall be substantially in the form of the applicable Note Form for such Note, with the legends required by Section 2.02 for a Definitive Note inscribed thereon and with such changes therein and such additional information as may be specified in the Supplement pursuant to which such Note is issued

“Delivery Date” means, in the case of any Engine, the date on which title to such Engine or the Engine Interest in respect of such Engine, is transferred to WEST or an Engine Subsidiary, provided that the Delivery Date for the Engines owned by WEST Funding on the Initial Closing Date is the Initial Closing Date.

“Delivery Period” means (i) with respect to the Initial Engines, the period commencing on the Initial Closing Date and continuing until the earlier to occur of (x) the date on which an Early Amortization Event or an Event of Default occurs and (y) October 9, 2005, (ii) with respect to any Additional Engines being acquired with the proceeds of Additional Notes, the period beginning on the Closing Date for such Series of Notes, the proceeds of which are being used to finance such Additional Engines, and ending on the date specified in the related Supplement or, if earlier, the date on which an Early Amortization Event or an Event of Default occurs, and (iii) with respect to any Additional Engine being acquired with the proceeds of Warehouse Notes, the period beginning on the Funding Date on which WEST receives the proceeds of such Warehouse Notes to be used to acquire such Additional Engine and ending such number of days after such Funding Date as may be specified in the related Supplement for such Warehouse Notes or, if earlier, the date on which an Early Amortization Event or an Event of Default occurs.

“Determination Date” means the last day of the calendar month immediately preceding each Payment Date.

“Direct Participants” means securities brokers and dealers, banks, trust companies and clearing corporations, and may include certain other organizations which access the DTC system directly.

“Direction” has the meaning given to such term in Section 1.04(c) hereof.

“Discretionary Engine Modification” means a modification or improvement of an Engine, the cost of which is capitalized in accordance with U.S. GAAP, that is not a Mandatory Engine Modification. A Discretionary Engine Modification shall include, without limitation, any Qualified Engine Modification, the cost of which is capitalized in accordance with U.S. GAAP.

“Disposition Fee” means, for any Engine Disposition (other than an Engine Disposition resulting from a Total Loss), an amount equal to the product of (i) three percent (3%) and (ii) the Net Sale Proceeds in respect of such Engine Disposition (such Net Sales Proceeds to be calculated without deducting the amount of the Disposition Fee).

“Disposition Proceeds” means, with respect to any Engine Disposition, an amount equal to the sum of (i) the Modified Net Sale Proceeds realized therefrom, and (ii) any amounts released from the Engine Reserve Account in connection with such Engine Disposition pursuant to Section 3.06(d) hereof.

“Dollars” or “$” means the lawful currency of the United States of America.

“DTC” means The Depository Trust Company, a limited purpose trust company organized under the New York Banking Law, its nominees and their successors.

“DTC Participants” means Euroclear, Clearstream or other Persons who have accounts with DTC.

“Early Amortization Event” means, as of any Payment Date, the existence of any one or more of the following events or conditions, unless the occurrence of such event or condition is waived by a Requisite Majority:

“EASA” means the European Aviation Safety Agency.

“EBIT” means, for any fiscal period, WEST’s earnings (loss) before Interest Expense and taxes, including gains and losses from the sale of assets and foreign exchange transactions, in all cases determined in accordance with U.S. GAAP.

“EBIT Ratio” means, for WEST as of any Payment Date, the ratio of (a) EBIT to (b) Interest Expense, in each case for the most recently concluded four (4) calendar quarters; provided, however, that for the first three (3) calendar quarters of WEST following the Initial Closing Date, EBIT and Interest Expense through the end of any such quarter under consideration will, for purposes of this calculation, be calculated on an annualized basis by multiplying actual EBIT or Interest Expense for the calendar quarters which have been completed since the Closing Date by a fraction, the numerator of which is four (4) and the denominator of which is the number of full fiscal quarters then completed.

“Eligibility Requirements” has the meaning given to such term in Section 2.03(b) hereof.

“Eligible Account” means a “deposit account” (within the meaning of Section 9-102(a)(29) of the UCC) or Securities Account (as defined in the Security Trust Agreement) maintained with an Eligible Institution in the name of WEST or another WEST Group Member in accordance with the Related Documents and pledged to the Security Trustee pursuant to the Security Trust Agreement.

“Eligible Hedge Counterparty” means either of the following: (a) at the time of execution and delivery of the related Interest Rate Hedge Agreement, any bank or other financial institution (or any party providing credit support on such Person’s behalf) that has (x) a long-term

unsecured debt rating of at least “A” from Fitch and “A2” from Moody’s or (y) a short-term unsecured debt rating of at least “F-1” from Fitch and “P-1” from Moody’s or is otherwise approved by a Rating Agency Confirmation or (b), at the time of any transfer of an Interest Rate Hedge Agreement, any bank or other financial institution (or any party providing credit support on such Person’s behalf) that satisfies the criteria in clause (a).

“Eligible Institution” means (a) any depository institution or trust company, with a capital and surplus of not less than $250,000,000, whose long-term unsecured debt rating from each Rating Agency is not less than A (or the equivalent) and whose deposits are insured by the Federal Deposit Insurance Corporation or (b) a federally or state chartered depository institution, with a capital and surplus of not less than $250,000,000, subject to regulations regarding fiduciary funds on deposit substantially similar to 12 C.F.R. § 9.10(b), including, without limitation, a California chartered depository institution meeting such capital and surplus requirements, subject to regulation under California Financial Code section 1562, that in each case has a long-term unsecured debt rating from each Rating Agency of not less than A (or the equivalent) or a short-term unsecured debt rating of P-1 by Moody’s and, if rated by Fitch, at least F1 by Fitch.

“Encumbrance” means any mortgage, pledge, lien, encumbrance, charge or security interest, including, without limitation, any conditional sale, any sale without recourse against the sellers, or any agreement to give any security interest over or with respect to any WEST Group Member’s assets (excluding Lessee Funds that are Segregated Funds), including, without limitation, all Stock and any Indebtedness of any Subsidiary held by WEST or any other WEST Group Member.

“Engine” means a basic power jet propulsion engine assembly for an aircraft that is (i) Stage III or later compliant, (ii) manufactured by any QEC Kit and an Approved Manufacturer, and (iii) owned by WEST or any Engine Subsidiary, including its essential accessories as supplied by the manufacturer of such aircraft engine, but excluding the nacelle, and including any and all modules and Parts incorporated in, installed on or attached to each such engine from time to time and any substitutions therefor.

“Engine Acquisition Account” has the meaning given to such term in Section 3.01(a) hereof.

“Engine Disposition” means any sale, transfer or other disposition of any Engine (or an interest therein), including by reason of such Engine suffering a Total Loss.

“Engine Disposition Agreement” means any lease, sublease, conditional sale agreement, finance lease, hire purchase agreement or other agreement (other than an agreement relating to maintenance, modification or repairs) or any purchase option granted to a Person other than WEST or any other WEST Group Member to purchase an Engine pursuant to a purchase option agreement, in each case pursuant to which any Person acquires or is entitled to acquire legal title to, or the economic benefits of ownership of, such Engine.

“Engine Interest” means the ownership interest in an Engine Trust that owns an Engine. The acquisition or disposition of all of the Engine Interest with respect to an Engine Trust that holds an Engine constitutes, respectively, the acquisition or disposition of that Engine.

“Engine Mortgage” means each mortgage executed and delivered by WEST or a WEST Subsidiary substantially in the form attached to the Security Trust Agreement, pursuant to which WEST or such WEST Subsidiary shall grant a security interest to the Security Trustee in each Engine owned by it and related assets and in all Leases of such Engine.

“Engine Replacement Account” has the meaning given to such term in Section 3.01(a) hereof.

“Engine Reserve Account” has the meaning given to such term in Section 3.01(a) hereof.

“Engine Reserve Amount” has the meaning given to such term in Section 5.04(d) hereof.

“Engine Reserve Deficit” has the meaning given to such term in Section 5.04(e) hereof.

“Engine Reserve Deposit” has the meaning given to such term in Section 3.12(a) hereof.

“Engine Subsidiaries” means, initially, those Persons or other entities set forth on Schedule 1 to this Indenture as Engine Subsidiaries and their successors, together with any other WEST Subsidiary (other than any Engine Trust) holding title to Engines or holding Engine Interests.

“Engine Sub-Account” has the meaning given to such term in Section 3.06(b) hereof.

“Engine Thrust Upgrade” means the modification of an Engine in accordance with the requirements of the manufacturer and the applicable Aviation Authority to increase its thrust rating.

“Engine Trust Agreement” means, initially, each owner trust agreement with an Engine Trustee in effect on the Closing Date, as set forth on Schedule 2, together with any other trust agreement with an Engine Trustee under which an owner trust or statutory trust estate is created with respect to an Engine and an Engine Subsidiary holds the Engine Interest, whether or not such Engine Subsidiary was the original grantor of such owner trust estate or holder of such Engine Interest.

“Engine Trustee” means initially, Wells Fargo Bank Northwest, National Association, and its successors as owner trustee or statutory trustee under the Engine Trust Agreements set forth on Schedule 2, together with each other financial institution that acts as an owner trustee or statutory trustee under any other Engine Trust Agreement.

“Engine Trusts” means the owner trust or statutory trust estates created pursuant to the Engine Trust Agreements.

“Enhancement Agreement” means, any agreement, instrument or document governing the terms of any Series Enhancement or pursuant to which any Series Enhancement is issued or outstanding.

“Equity Trustees” means the three Controlling Trustees of WEST designated as such in the Trust Agreement.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

“Euroclear” means Euroclear Bank S.N./N.V., as operator of the Euroclear System.

“Event of Default” means the existence of any of the events or conditions described in Section 4.01 hereof.

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.

“Exchange Date” means the date on which interests in each Regulation S Temporary Book-Entry Note will be exchangeable for interests in an Unrestricted Book-Entry Note, which shall be the later of (i) the fortieth (40^th) day after the later of (a) the Closing Date and (b) the completion of the distribution of the related Series of Notes and (ii) the date on which the requisite certifications are due to and provided to the Indenture Trustee.

“Expense Account” has the meaning given to such term in Section 3.01(a) hereof.

“Federal Aviation Administration” or “FAA” means the United States Federal Aviation Authority or any governmental authority succeeding to the functions thereof.

“Final Maturity Date” means, with respect to a Series, the date set forth in the related Supplement on or prior to which the Outstanding Principal Balance of, and accrued interest on, all Notes of such Series are required to have been repaid in full.

“Final Principal Payment Shortfall” has the meaning given to such term in Section 3.12(d)(vi) hereof.

“Fitch” means Fitch, Inc., and any successor thereto, or, if such corporation or its successor shall for any reason no longer perform the functions of a securities rating agency, “Fitch” shall be deemed to refer to any other nationally recognized rating agency designated by WEST.

“Fixed Rate Note” means, as provided in the related Supplement, any Note having a Stated Rate that is a fixed percentage.

“Floating Rate Note” means, as provided in the related Supplement, any Note having a Stated Rate that varies with a specified index, such as LIBOR.

“Funding Date” means each date on which WEST borrows funds in respect of a Series of Warehouse Notes as set forth in the related Supplement for such Series of Warehouse Notes.

“Future Lease” means, in respect of any Engine, a Lease of such Engine entered into by any WEST Group Member and any Lessee at any time after the Delivery Date for such Engine.

“Governmental Actions” means any and all consents, approvals, permits, orders, authorizations, waivers, exceptions, variances, exemptions or licenses of, or registrations, declarations or filings with, any Governmental Authority required under any Applicable Law.

“Governmental Authority” shall mean any government, legislative body, regulatory authority, court, administrative agency or commission or other governmental agency or instrumentality (or any officer or representative thereof), domestic, foreign or international, of competent jurisdiction, including the European Union.

“Hedge Counterparty” means, in the singular, any one of, and in the plural, all of, the Eligible Hedge Counterparties and their successors and assigns which have entered into a Hedging Agreement.

“Hedge Default” means the occurrence of an Event of Default described in Section 4.01(a), (f) or (g).

“Hedge Payment” means Periodic Hedge Payments and Hedge Termination Payments.

“Hedge Payment Shortfall” has the meaning given to such term in Section 3.12(d) hereof.

“Hedge Termination Payment” means any payment due under a Hedging Agreement as a result of the termination of such Hedging Agreement for whatever reason.

“Hedged Lease” means a Lease with an original term of more than one (1) year and which, in the case of the Initial Engines as of the Closing Date and in the case of any Additional Engine as of its Delivery Date, have more than one (1) year remaining in its term.

“Hedging Agreement” means an Interest Rate Hedge Agreement or a Currency Hedge Agreement, as applicable.

“Indebtedness” means, with respect to any Person at any date of determination (without duplication), (i) all indebtedness of such Person for borrowed money, (ii) all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments, (iii) all obligations of such Person in respect of letters of credit or other similar instruments (including reimbursement obligations with respect thereto), (iv) all obligations of such Person to pay the deferred and unpaid purchase price of property or services, which purchase price is due more than six months after the date of purchasing such property or service or taking delivery and title thereto or the completion of such services, and payment deferrals arranged primarily as a method of raising funds to acquire such property or service, (v) all obligations of such Person under a lease of (or other agreement conveying the right to use) any property (whether real, personal or mixed) that is required to be classified and accounted for as a capital lease obligation under U.S. GAAP, (vi) all Indebtedness (as defined in clauses (i) through (v) of this paragraph) of other Persons secured by a lien on any asset of such Person, whether or not such Indebtedness is assumed by such Person, and (vii) all Indebtedness (as defined in clauses (i) through (v) of this paragraph) of other Persons guaranteed by such Person.

“Indenture” has the meaning set forth in the preamble hereof.

“Indenture Trustee” has the meaning given to such term in the preamble hereof, and any successor Trustee appointed in accordance with the terms hereof.

“Indenture Trustee Fees” means the compensation and expenses (including attorneys fees and expenses and indemnification payments) payable to the Indenture Trustee for its services under this Indenture and the other Related Documents to which it is a party.

“Independent Controlling Trustee” means the Controlling Trustee designated as such in the Trust Agreement.

“Initial Appraisals” means the Appraisals of the Initial Engines provided by the Initial Appraisers, each dated as of a date during December, 2004.

“Initial Appraised Value” means (i) in the case of each Initial Engine, the mathematical average of the Appraised Values of such Engine in the Initial Appraisals, (ii) in the case of any Additional Engine acquired with the proceeds of one or more Series of Warehouse Notes, the mathematical average of the Appraised Values of such Additional Engine provided in Appraisals by three (3) Appraisers, each such Appraisal to be as of a date not more than six (6) months prior to the Delivery Date of such Additional Engine by WEST or a member of WEST Group, and (iii) in the case of any other Additional Engine, the mathematical average of the Appraised Values of such Additional Engine provided in Appraisals by three (3) Appraisers, each such Appraisal to be as of a date not more than six (6) months prior to the Closing Date for the Series of Term Notes, the proceeds of which are to be used to finance the acquisition of such Additional Engine.

“Initial Appraisers” means any of or all of (as the context may require) Airclaims, Ltd., AVITAS, Inc., BK Associates, Inc. and International Bureau of Aviation, Ltd.

“Initial Borrowing Value” means, (i) in respect of any Engine acquired from a Person that is not an Affiliate of WEST, the purchase price paid by WEST or a WEST Group Member to acquire such Engine and (ii) in respect of any Engine acquired from a Person that is an Affiliate of WEST, the lower of (a) its Initial Appraised Value and (ii) its book value on the records of the Affiliate seller as determined under U.S. GAAP as consistently applied by such Affiliate seller as of the date of acquisition. The Initial Borrowing Value of the Initial Engines is set forth in the Asset Transfer Agreement.

“Initial Closing Date” means August 9, 2005.

“Initial Engine” means each of the Engines (or an interest therein) identified on Schedule 4 hereto that has been, or will be, acquired by WEST through its acquisition of WEST Funding on the Initial Closing Date or by WEST Funding during the Delivery Period beginning thereon, in each case pursuant to the Asset Transfer Agreement.

“Initial Notes” means all Series of Notes issued on the Initial Closing Date.

“Initial Remaining Engine” means each of the Initial Engines that is not delivered on the Initial Closing Date.

“Institutional Accredited Investor” means a Person that is an “accredited investor” as that term is defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act.

“Intercompany Loan” has the meaning given to such term in Section 5.02(c)(iv) hereof.

“Interest Accrual Period” means, except as may be otherwise provided in the related Supplement for a Series of Notes, the period beginning on each Payment Date and ending on (but excluding) the next succeeding Payment Date, except that the initial Interest Accrual Period shall begin on the Initial Closing Date and end on (but exclude) the first Payment Date occurring after the Initial Closing Date.

“Interest Expense” means, for any period, the aggregate amount of interest expense as shown for such period on the income statement of WEST, determined in accordance with U.S. GAAP.

“Interest Rate Hedge Agreement” means an ISDA interest rate swap or cap agreement, collar or other interest rate hedging instrument between WEST and the Eligible Hedge Counterparty named therein, including any schedules and confirmations prepared and delivered in connection therewith, pursuant to which (i) WEST will receive payments from, or make payments to, the Eligible Hedge Counterparty as provided therein, and which (a) in form and substance complies with the Rating Agency Hedge Requirements for such agreements, (ii) limits recourse by the Eligible Hedge Counterparty to WEST to distributions in accordance with the priority of payments set forth in Section 3.13 hereof, and (iii) is consistent with the requirements of Section 5.02(f)(iv).

“Investment Letter” means a letter substantially in the form of Exhibit D attached hereto.

“ISDA” means International Swap and Derivatives Association, Inc.

“Issuance Date” means, in the case of a Series of Term Notes, the Series Issuance Date, and, in the case of a Series of Warehouse Notes, the date on which a Conversion Event occurs in respect of such Series of Warehouse Notes.

“Issuance Expenses” means the aggregate amount of all subscription discounts, brokerage commissions, placement fees, resale fees, structuring fees, out of pocket transaction expenses and other similar fees, commissions and expenses relating to the issuance of each Series of the Initial Notes or any Additional Series, as specified in the related Supplement for each Series.

“Joint Airworthiness Authorities” or “JAA” means the Joint Airworthiness Authorities of the European Union.

“Junior Borrowing Base” means, as of any date of determination, the sum of (a) *** of the then Aggregate Adjusted Borrowing Value; (b) the Balance in the Junior Restricted Cash Account on such date; and (c) the Balance in the Engine Acquisition Account on such date, minus *** of the Borrowing Base Adjustment Amount as of such date, minus the Outstanding Principal Balance of the Series A Notes.

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

“Junior Borrowing Base Deficiency” means, as of any date of determination, the amount (if any) by which (i) the then Outstanding Principal Balance of all Series B Notes (after giving effect to any payments of Scheduled Principal Payment Amounts on one or more Series B Notes on such date), exceeds (ii) the Junior Borrowing Base as of such date.

“Junior Restricted Cash Amount” means, as of each Closing Date, Funding Date and Payment Date, an amount equal to the product of (i) three percent (3%), and (ii) the sum of the Outstanding Principal Balances of all Series B Notes as of such date, which Outstanding Principal Balances shall be calculated after giving effect to all Loans made and Term Notes issued on such date and all principal payments made on such date in respect of each Series B Note.

“Junior Warehouse Note” means any Warehouse Note that is designated as a Series B Note in the related Supplement.

“Lease” means, with respect to an Engine, any aircraft engine lease agreement, conditional sale agreement, hire purchase agreement or other similar arrangement, as may be in effect between a WEST Group Member that owns or leases-in such Engine (as Lessor) and a Person that is not a WEST Group Member (as Lessee), as such agreement or arrangement may be amended, modified, extended, supplemented, assigned or novated from time to time in accordance with the Related Documents; provided that if, under any sub-leasing arrangement with respect to an Engine permitted by the Lease of such Engine and executed by the Lessee and a sub-lessee, the Lessor of such Engine agrees to receive payments or collateral directly from, or is to make payments directly to, such sub-lessee, in any such case to the exclusion of the related Lessee, then the relevant sub-lease shall constitute the “Lease” of such Engine, and the sub-lessee shall constitute the related “Lessee” with respect to such Engine, but only to the extent of the provisions of such sub-lease agreement relevant to such payments and collateral and to the extent agreed by the relevant Lessor.

“Lease Payments” means all lease payments and other amounts payable by or on behalf of a Lessee under a Lease, including, without limitation, Rent Payments, Maintenance Reserve Payments and Security Deposits.

“Leasing Subsidiaries” means, initially, those Persons or other entities set forth on Schedule 3 hereto and their successors, together with any other bankruptcy remote special purpose entities to which the Engine Subsidiaries or the Engine Trusts may lease one or more of the Engines, which are Lessors under Leases of such Engines to Lessees and which are wholly owned directly or indirectly by WEST.

“Lessee” means each Person not a WEST Group Member who is the lessee or vendee under a Lease of an Engine from time to time with any WEST Group Member.

“Lessee Funds” means, either or both as the context may require, of (a) any Security Deposits provided by a Lessee under a Lease and (b) any Maintenance Reserve Payments that a Lessee is obligated to pay under a Lease and, in each case, includes Security Deposits and Maintenance Reserve Payments that are Segregated Funds.

“Lessor” means, with respect to any Lease, the WEST Group Member that is the lessor or vendor under such Lease.

“Lessor Account” has the mean given to such term in Section 3.02(c).

“LIBOR“ means, for any Interest Accrual Period in respect of any Series of Notes, the rate per annum, determined by the Trustee and notified in writing by the Trustee to the Administrative Agent, which is the arithmetic mean (rounded to the nearest 1/100 of 1%) of the offered rates for Dollar deposits having a maturity of the Specified Period for such Series commencing on the first day of such Interest Accrual Period that appears on the Telerate Page 3750 (defined below) at approximately 11:00 a.m., London time on the Reference Date such Interest Accrual Period; provided, however, that if there shall at any time no longer exist a Telerate Page 3750, “LIBOR” shall mean the rate per annum equal to the average rate at which the principal London offices of The Union Bank of Switzerland are offered Dollar deposits for the Specified Period and in a principal amount equal to an amount of not less than one million Dollars ($1,000,000) at or about 10:00 a.m., New York City time, on the Reference Date specified for such Interest Accrual Period in the London Eurodollar interbank market for delivery on the first day of such Interest Accrual Period. As used herein, “Telerate Page 3750” means Page 3750 on Moneyline Telerate or such other page as may replace the page 3750 on that service or such other service as may be nominated by the British Bankers’ Association for the purpose of displaying London interbank offered rates for Dollar deposits.

“Lien” means the security interest in the Mortgage Collateral created by the Engine Mortgages.

“Loan” means any amount borrowed by WEST from the Holder or Holders of any Series of Warehouse Notes, pursuant to the related Supplement for such Series.

“Maintenance Reserve Evaluation” means, an evaluation prepared by SH&E, or other Person appointed by the Controlling Trustees, as to the projected maintenance costs of the Engines in the Portfolio over the lesser of their estimated remaining useful life and twenty-five (25) years, a projection of whether, taking into account expected Maintenance Reserve Payments from Lessees in respect of then existing Leases and Future Leases of the Engines, and making other assumptions reasonably acceptable to the Controlling Trustees, the funds available in the Engine Reserve Account will be sufficient to pay for such projected maintenance costs at all times, a schedule of the targeted balances in the Engine Reserve Account for each Payment Date during such remaining useful life or 25 year period and a schedule of the projected shortfalls between such balances and the projected maintenance costs.

“Maintenance Reserve Payment” means any payment (including any use payment) deposited in or credited to the Collections Account or Engine Reserve Account that is based on the usage of an Engine or which is based on, or in respect of which, the Lessor under a Lease may be obligated to reimburse the Lessee under such Lease for specified maintenance activities with respect to the Engine subject to such Lease.

“Maintenance Reserve Payment Balance” means the amount of the Maintenance Reserve Payments held by the seller of an Engine to be transferred to the Engine Reserve Account in

connection with the acquisition of such Engine, as provided in the Asset Transfer Agreement for the Initial Engines and in the applicable Acquisition Agreement for any Additional Engines.

“Mandatory Engine Modification” means a modification or improvement of an Engine, the cost of which will be capitalized in accordance with U.S. GAAP, required pursuant to the terms of the related Lease or the terms of Applicable Law or which, in the discretion of the Servicer, is commercially necessary in order to place such Engine in the minimum condition required to lease or re-lease such Engine.

“Maximum Borrowing Base” means, as of any date of determination, the sum of (a) *** of the then Aggregate Adjusted Borrowing Value; (b) the Balances in the Senior Restricted Cash Account and the Junior Restricted Cash Account on such date; and (c) the Balance in the Engine Acquisition Account on such date, minus *** of the Borrowing Base Adjustment Amount as of such date.

“Maximum Borrowing Base Deficiency” means, as of any date of determination, the amount (if any) by which (i) the then Aggregate Note Principal Balance (after giving effect to any payments of Minimum Principal Payment Amounts and Scheduled Principal Payment Amounts on all Notes on such date), exceeds (ii) the Maximum Borrowing Base as of such date.

“Maximum Commitment” means, with respect to any Series of Warehouse Notes, the maximum amount of loans that each Holder of such Warehouse Notes is committed to make to WEST in accordance with the terms and conditions of the related Supplement; provided that, on the occurrence of a Conversion Event with respect to any Series of Warehouse Notes, the Maximum Commitment of such Holder of such Warehouse Notes shall be the Outstanding Principal Balance of such Warehouse Notes on the date of such Conversion Event.

“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.

“Maximum Required Hedge Amount” means, as of any date of determination, an amount equal to the product of (x) one hundred twenty-five percent (125%) and (y) the Outstanding Principal Balance of the Notes as of such date and (z) a fraction, the numerator of which is the sum of the Adjusted Borrowing Values of all Engines subject to a Hedged Lease as of such date and the denominator of which is the Aggregate Adjusted Borrowing Value as of such date.

“Merger Transaction” has the meaning given to such term in Section 5.02(g) hereof.

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

“Minimum Required Hedge Amount” means, as of any date of determination, an amount equal to the product of (A) ninety percent (90%) and (y) the Outstanding Principal Balance of the Notes as of such date and (z) a fraction, the numerator of which is the sum of the Adjusted

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

Borrowing Values of all Engines subject to a Hedged Lease as of such date and the denominator of which is the Aggregate Adjusted Borrowing Value as of such date.

“Minimum Targeted Principal Balance” means, for each Series of Notes on any Payment Date, the amount identified as such in the related Supplement, as it may be adjusted from time to time in accordance with such Supplement.

“Modification Agreement” means any agreement between a WEST Group Member and a Supplier for the purchase and/or installation of a Mandatory Engine Modification or a Discretionary Engine Modification.

“Modified Net Sale Proceeds” means, with respect to any Engine Disposition, the Net Sale Proceeds from such Engine Disposition minus the amount of any Disposition Fee payable to the Servicer in respect of such Engine Disposition.

“Monthly Report” has the meaning given to such term in Section 2.13(a) hereof.

“Moody’s” means Moody’s Investors Service, Inc.

“Mortgage Collateral” means the Engines, the Leases and the other collateral in which the Engine Mortgages create a Lien.

“Net Base Interest Shortfall” has the meaning given to such term in Section 3.05(c) hereof.

“Net Hedge Payment Shortfall” has the meaning given to such term in Section 3.04(c) hereof.

“Net Proceeds” means, with respect to the issuance of a Series of Notes, the aggregate amount of cash received by WEST in connection with such issuance after deducting therefrom (without duplication) all Issuance Expenses; provided that such amount shall not be less than zero.

“Net Sale Proceeds” means, with respect to any Engine Disposition, the aggregate amount of cash received by or on behalf of the seller in connection with such transaction after deducting therefrom (without duplication) (a) reasonable and customary brokerage commissions and other similar fees and commissions (other than any Disposition Fee payable to the Servicer), and (b) the amount of taxes payable in connection with or as a result of such transaction, in each case to the extent, but only to the extent, that amounts so deducted are, at the time of receipt of such cash, actually paid to a Person that is not an Affiliate of the seller and are properly attributable to such transaction or to the asset that is the subject thereof.

“Net Stated Interest Shortfall” has the meaning given to such term in Section 3.04(c) hereof.

“Non-U.S. Person” means a person who is not a U.S. person, as defined in Regulation S.

“Note” means any one of the promissory notes executed by WEST and authenticated by or on behalf of the Indenture Trustee, substantially in the form attached to the related Supplement.

“Note Form” means, (a) with respect to a Series A Term Note, the form of Note attached hereto as Exhibit A-1, with such changes therein and such additional information as may be provided in the Supplement under which such Series A Term Note is issued, (b) with respect to a Series A Warehouse Note, the form of Note attached hereto as Exhibit A-2, with such changes therein and such additional information as may be provided in the Supplement under which such Series A Warehouse Note is issued, (a) with respect to a Series B Term Note, the form of Note attached hereto as Exhibit B-1, with such changes therein and such additional information as may be provided in the Supplement under which such Series B Term Note is issued, (a) with respect to a Series B Warehouse Note, the form of Note attached hereto as Exhibit B-2, with such changes therein and such additional information as may be provided in the Supplement under which such Series Warehouse Note is issued.

“Noteholder” or “Holder” means any Person in whose name a Note is registered from time to time in the Register for such Notes.

“Noteholder Indemnified Amounts” means, in respect of any Series of Notes, all amounts due to the Holders of the Notes for increased capital costs and similar amounts, including indemnification payments, as specified in the Supplement that establishes such Series of Notes.

“Note Registrar” has the meaning given to such term in Section 2.03(a) hereof.

“Notice of Sole Control” has the meaning given to such term in the Security Trust Agreement.

“Notices” has the meaning given to such term in Section 13.04 hereof.

“Officer’s Certificate” means a certificate signed by, with respect to WEST, any Signatory Trustee and, with respect to any other Person, any officer, director, trustee or equivalent representative.

“Off-Production Engine” means, as of any date of determination, an Engine that can be installed only on aircraft types that are no longer being manufactured by the manufacturers of such aircraft types as of such date.

“Operating Bank” means any Eligible Institution at which any Account is held; provided that if at any time an Operating Bank ceases to be an Eligible Institution, a successor depository institution or trust company shall be appointed by the Administrative Agent on behalf of the Security Trustee and all Accounts at the predecessor Operating Bank shall thereafter be transferred to and be maintained at such successor depository institution or trust company and such successor depository institution or trust company shall thereafter be an “Operating Bank”. The initial Operating Bank is Deutsche Bank Trust Company Americas.

“Operating Expenses” means (i) WEST Expenses, (ii) Ordinary Course Expenses and (iii) Mandatory Engine Modifications but only to the extent of the excess of the cost of any

Mandatory Engine Modification over the portion funded from the Balance in the Engine Reserve Account.

“Opinion of Counsel” means a written opinion signed by legal counsel, who may be an employee of the Servicer or the Administrative Agent or counsel to WEST, that meets the requirements of Section 1.03 hereof.

“Optional Redemption” means, with respect to a Series, a voluntary prepayment by WEST of all or a portion of the Outstanding Principal Balance of such Series in accordance with the terms of the applicable Supplement.

“Ordinary Course Expenses” means, with respect to any Payment Date, all of the following expenses and costs, incurred by, or on behalf of any WEST Group Member in connection with the ownership, use, leasing and/or operation of the Engines, during the related Collection Period: (i) costs for routine maintenance and repairs (but not Discretionary Engine Modifications) needed to return an Engine to “serviceable” condition, but only to the extent that the amounts then on deposit in the Engine Reserve Account that are available therefor are insufficient to cover these costs; (ii) the cost of repositioning an Engine in connection with the origination or termination of a Lease; (iii) legal fees and court costs incurred in connection with enforcing rights under a Lease of an Engine and/or repossessing such Engine (but excluding legal fees incurred by the Servicer in the negotiation and documentation of Future Leases or of amendments or renewals of Leases and Future Leases); (iv) the cost of obtaining and maintaining contingent and off-lease insurance with respect to the Engines; (v) taxes, levies, duties, charges, assessments, fees, penalties, deductions or withholdings assessed, charged or imposed upon or against the use and operation of the Engines; (vi) the cost of storing an off-lease Engine; (vii) expenses and costs (including legal fees) of pursuing claims against manufacturers or sellers of an Engine; (viii) non-recoverable sales and value-added taxes with respect to an Engine; and (ix) governmental filing fees necessary to perfect, or continue the perfection of, the security interest of the Security Trustee in an Engine and/or a Lease.

“Outstanding” means (a) with respect to the Notes of any Series at any time, all Notes of such Series theretofore authenticated and delivered by the Indenture Trustee except (i) any such Notes cancelled by, or delivered for cancellation to, the Indenture Trustee; (ii) any such Notes, or portions thereof, for which the payment of principal of and accrued and unpaid interest on which moneys have been deposited in the applicable Series Account or distributed to Noteholders by the Indenture Trustee and any such Notes, or portions thereof, for the payment or redemption of which moneys in the necessary amount have been deposited in the Redemption/Defeasance Account for such Notes; (iii) any such Notes in exchange or substitution for which other Notes, as the case may be, have been authenticated and delivered, or which have been paid pursuant to the terms of this Indenture (unless proof satisfactory to the Indenture Trustee is presented that any of such Notes is held by a Person in whose hands such Note is a legal, valid and binding obligation of WEST); and (iv) for the limited purposes set forth in Section 1.04(c), any Note held by WEST or any other affiliate thereof and (b) when used with respect to any other evidence of indebtedness shall mean, at any time, any principal amount thereof then unpaid and outstanding (whether or not due or payable).

“Outstanding Note” means a Note that is Outstanding.

“Outstanding Principal Balance” means, with respect to any Outstanding Notes, the total principal balance of such Outstanding Notes unpaid and outstanding at any time.

“Owners” means the holders of the Beneficial Interest.

“Owner Trustee” means Wilmington Trust Company, as Owner Trustee of WEST, and its successors in such capacity.

“Part” means any and all parts, avionics, attachments, accessions, appurtenances, furnishings, components, appliances, accessories, instruments and other equipment installed in, or attached to (or constituting a spare for any such item installed in or attached to) any Engine.

“Paying Agent” has the meaning given to such term in Section 2.03(a) hereof. The term “Paying Agent” includes any additional Paying Agent.

“Payment Date” means the 15^th day of each month, commencing on August 15, 2005; provided that if any Payment Date would otherwise fall on a day which is not a Business Day, such Payment Date shall be the first following day which is a Business Day.

“Payment Date Schedule” means the schedule prepared by the Administrative Agent pursuant to Section 3.12(e) hereof.

“Periodic Hedge Payment” means any payment under a Hedging Agreement other than a Hedge Termination Payment.

“Permitted Encumbrance” means (i) any Encumbrance for taxes, assessments and governmental charges or levies not yet due and payable or which are being contested in good faith by appropriate proceedings, provided that the proceedings relating to such Encumbrance or the continued existence of such Encumbrance does not give rise to any reasonable likelihood of the sale, forfeiture or other loss of the affected asset; (ii) in respect of any Engine, any Encumbrance of a repairer, carrier or hangar keeper arising in the ordinary course of business by operation of law or similar Encumbrance, provided that the proceedings relating to such Encumbrance or the continued existence of such Encumbrance does not give rise to any reasonable likelihood of the sale, forfeiture or other loss of the affected asset; (iii) any Encumbrances on any Engines permitted under any Lease thereof (other than Encumbrances created by the relevant lessor); (iv) any Encumbrances created by or through or arising from debt or liabilities or any act or omission of any Lessee in each case either in contravention of the relevant Lease (whether or not such Lease has been terminated) or without the consent of the relevant lessor (provided that if such lessor becomes aware of any such Encumbrance, it shall use commercially reasonable efforts to have any such Encumbrance lifted, removed and otherwise discharged); (v) any Encumbrance created in favor of WEST or any WEST Subsidiary or the Security Trustee, including any Encumbrance created or required to be created under the Security Trust Agreement or any Mortgage; (vi) any Encumbrance arising under any agreements the terms of which contemplate that custody of Lessee Funds held for Lessees with respect to Additional Engines is held by a third-party; (vii) any Lease in respect of any Engine and the rights of the Lessee under such Lease; (viii) any Encumbrance in respect of the deposit of any Disposition Proceeds in any Qualified Escrow Account with a Qualified Intermediary as part of a Replacement Exchange.

“Permitted Engine Acquisition” has the meaning given to such term in Section 5.03(b) hereof.

“Permitted Engine Disposition” has the meaning given to such term in Section 5.03(a)(ii)(3) hereof.

“Permitted Holder” has the meaning given to such term in Section 5.02(i)(iii) hereof.

“Permitted Investments” means, in each case, book-entry securities, negotiable instruments or securities represented by instruments in bearer or registered form which evidence:

(a) direct obligations of, and obligations fully guaranteed as to timely payment by, the United States of America (having original maturities of no more than 365 days, or such lesser time as is required for the distribution of funds);

(b) demand deposits, time deposits or certificates of deposit of the Operating Bank or of depository institutions or trust companies organized under the laws of the United States of America or any state thereof, or the District of Columbia (or any domestic branch of a foreign bank) (i) having original maturities of no more than 365 days, or such lesser time as is required for the distribution of funds; provided that at the time of investment or contractual commitment to invest therein, the short-term debt rating of such depository institution or trust company shall be at least “F1+” by Fitch and “P-1” by Moody’s or (ii) having maturities of more than 365 days and, at the time of the investment or contractual commitment to invest therein, a rating of “AA” from Fitch and “Aa2” from Moody’s;

(c) corporate or municipal debt obligations (i) having remaining maturities of no more than 365 days, or such lesser time as is required for the distribution of funds, having, at the time of the investment or contractual commitment to invest therein, a rating of at least “F1+” or “AA” by Fitch and “P-1” or “Aa2” by Moody’s or (ii) having maturities of more than 365 days and, at the time of the investment or contractual commitment to invest therein, a rating of “AA” from Fitch and “Aa2” from Moody’s;

(d) investments in money market funds (including funds in respect of which the Indenture Trustee or any of its affiliates is investment manager or advisor) having a rating of at least “AA” by Fitch and “Aa2” by Moody’s;

(e) notes or bankers’ acceptances (having original maturities of no more than 365 days, or such lesser time as is required for the distribution of funds) issued by any depository institution or trust company referred to in (b) above; or

(f) any other investments approved pursuant to a Rating Agency Confirmation;

provided, however, that no investment shall be made in any obligations of any depository institution or trust company which has a contractual right to set off and apply any deposits held, and other indebtedness owing, by any WEST Group Member to or for the credit or the account of such bank.

“Person” means any natural person, firm, corporation, limited liability company, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, government or any political subdivision thereof or any other legal entity, including public bodies.

“Portfolio” means, at any time, all Engines owned by WEST Group and the Leases related to such Engines.

“Portfolio Sub-Account” has the meaning given to such term in Section 3.06(c) hereof.

“Precedent Lease” has the meaning given to such term in Section 5.03(d)(ii) hereof.

“PRI” has the meaning given to such term in Section 5.04(g) hereof.

“PRI Guidelines” means the list of prohibited countries and countries with respect to which PRI must be obtained as set forth in the PRI Guidelines attached as Exhibit F hereto, as amended from time to time subject to the receipt of a Rating Agency Confirmation.

“Principal Terms” means, with respect to any Series, all of the following information: (i) the name or designation of such Series; (ii) the initial principal amount of the Notes to be issued for such Series (or method for calculating such amount); (iii) the interest rate to be paid with respect to each Series of Notes for such Series (or method for the determination thereof); (iv) the Payment Date and the date or dates from which interest shall accrue and on which principal is scheduled to be paid; (v) the designation of any Series Accounts and the terms governing the operation of any such Series Accounts; (vi) the terms of any form of Series Enhancement with respect thereto; (vii) the Final Maturity Date for the Series; (viii) if specified in the related Supplement, the number of Classes of Notes of the Series and the rights and priorities of each such Class; (ix) the priority of such Series with respect to any other Series; (x) the Control Party with respect to such Series; (xi) the Scheduled Principal Payment Amounts and the Minimum Principal Payment Amounts for such Series, (xii) the designation of a Series as a Term Series or a Warehouse Series, (xiii) the designation of such Series as Series A Notes or Series B Notes, and (xiv) any other terms of such Series.

“Private Placement Legend” means the legend initially set forth on the Notes in the form set forth in Section 2.02 hereof.

“Pro Forma Lease” has the meaning given to such term in Section 5.03(d) hereof.

“Proceeding” means any suit in equity, action at law, or other judicial or administrative proceeding.

“Purchase Option Notice” has the meaning given to such term in Section 4.12.

“Purchase Price” means (a), in the case of a Permitted Engine Acquisition, the amount to be paid to the seller of an Engine pursuant to the Acquisition Agreement or the Asset Transfer Agreement and (b), in the case of a Mandatory Engine Modification or a Discretionary Engine Modification, the cost of such Mandatory Engine Modification or Discretionary Engine Modification as provided in the Modification Agreement with the Supplier of such Mandatory Engine Modification or Discretionary Engine Modification.

“QEC Kit” means a quick engine change kit, consisting of components and accessories installed or capable of being installed on an Engine to speed the removal and installation of the Engine on an aircraft.

“Qualified Engine Modification” means an Engine Thrust Upgrade or the acquisition and installation of a QEC Kit on an Engine.

“Qualified Escrow Account” means an escrow account that is (i) established with a Qualified Intermediary pursuant to an agreement under which the Disposition Proceeds from an Engine Disposition are deposited in such escrow account in connection with a Replacement Exchange and are to be applied to the acquisition of an Additional Engine or the funding of Qualified Engine Modification designated by WEST or another WEST Group Member or, if and to the extent not so applied by the end of the applicable Replacement Period for such Engine Disposition, deposited by the Qualified Intermediary in the Collections Account and (ii) in respect of which WEST or the WEST Group Member has pledged its rights in such escrow account to the Security Trustee pursuant to the Security Trust Agreement.

“Qualified Institutional Buyer” means a “qualified institutional buyer” as defined in Rule 144A promulgated under the Securities Act.

“Qualified Intermediary” means a Person described in Treasury Regulations §1.1031(k)-1(g)(4) or any successor regulations, provided that such Person has a short term debt rating of, or the obligations of such Person are guaranteed by a Person that has a short term debt rating of, not lower than P-1 from Moody’s and/or F-1 from Fitch.

“QIB” means a “qualified institutional buyer” as defined in Rule 144A.

“Rating Agency” means, with respect to any Series of Notes, the nationally recognized statistical rating organization selected by WEST to issue a rating with respect to such Series of Notes; provided that such organizations shall only be deemed to be a Rating Agency for purposes of the Indenture with respect to Notes they are then rating, as specified in the related Supplement for each Series of Notes.

“Rating Agency Confirmation” means, with respect to any action or omission specified herein for which a Rating Agency Confirmation is required, a prior written confirmation from each Rating Agency then rating a Series of Notes then Outstanding that such action or omission in and of itself will not result in a lowering, qualification or withdrawal of the then current ratings on any such Series.

“Rating Agency Hedge Requirements” means the requirements in respect of any Hedging Agreement published by the Rating Agencies that are applicable to such Hedging Agreements.

“Received Currency” has the meaning given to such term in Section 13.06(a) hereof.

“Record Date” means with respect to each Payment Date, the close of business on the fifth Business Day immediately preceding such Payment Date and, with respect to the date on which any Direction is to be given by the Noteholders, the close of business on the last Business Day prior to the solicitation of such Direction.

“Redemption” means an Optional Redemption, an Acquisition Balance Redemption or a Tax Redemption.

“Redemption/Defeasance Account” means an account established by the Indenture Trustee pursuant to Section 3.10 hereof.

“Redemption Date” means the date, which shall in each case be a Payment Date, on which Notes of any Series are redeemed in whole or in part pursuant to a Redemption.

“Redemption Fraction” means, for any Series with respect to any Optional Redemption or Acquisition Balance Redemption, a fraction, the numerator of which is the principal amount of the Optional Redemption or Acquisition Balance Redemption and the denominator of which is the Outstanding Principal Balance of such Series immediately prior to such Optional Redemption or Acquisition Balance Redemption.

“Redemption Notice” means, a notice sent by the Indenture Trustee to each holder of the Series of Notes to be redeemed, as described in Section 3.16(d) hereof.

“Redemption Premium” means, with respect to any Series of Notes, such amount as may be payable in connection with a Redemption of such Series of Notes, in whole or in part, as part of or in addition to, the Redemption Price in respect of such Redemption.

“Redemption Price” means, with respect to any Series of Notes that will be the subject of a Redemption, an amount (determined as of the Determination Date for the Redemption Date for any Redemption) equal to, unless otherwise specified in the related Supplement, the Outstanding Principal Balance of the Series of Notes being repaid together with all accrued and unpaid interest thereon and, if specified in the related Supplement, a Redemption Premium.

“Reference Date” means, with respect to each Interest Accrual Period, the day that is two (2) Business Days prior to the Payment Date on which such Interest Accrual Period commences; provided, however, that the Reference Date with respect to the initial Interest Accrual Period means the date that is two (2) Business Days before the Initial Closing Date.

“Refinancing” means the issuance of an Additional Series of Notes for the purpose of an Optional Redemption of all, and not less than all, of an outstanding Series of Notes.

“Register” has the meaning given to such term in Section 2.03(a) hereof.

“Regulation S” means Regulation S under the Securities Act.

“Regulation S Book-Entry Notes” means the Unrestricted Book-Entry Notes and the Regulation S Temporary Book-Entry Notes.

“Regulation S Temporary Book-Entry Note” means Notes initially sold outside the United States in reliance on Regulation S, represented by a single temporary global note in fully registered form, without interest coupons, the form of which shall be substantially in the form of the applicable Note Form for such Note, with the legends required by Section 2.02 for a Regulation S Temporary Book-Entry Note inscribed thereon and with such changes therein and

such additional information as may be specified in the Supplement pursuant to which such Note is issued

“Related Documents” means the Administrative Agency Agreement, the Acquisition Agreements, the Servicing Agreement, the Back-Up Servicing Agreement, each Enhancement Agreement, this Indenture, any Hedging Agreements, the Notes, each Supplement, the Security Documents and the Back-Up Administrative Agency Agreement together with all certificates, documents and instruments delivered pursuant to any of the foregoing.

“Relevant Information” means the information provided by the Service Providers to the Administrative Agent that is required to enable the Administrative Agent make the calculations contemplated by Section 3.12(a) through (e).

“Remaining Engine” means (a) any Initial Engine for which title thereto has not been transferred to an Engine Subsidiary on or prior to the Initial Closing Date and which is expected to be acquired by an Engine Subsidiary during the Delivery Period beginning thereon and (b) any Additional Engine for which title thereto has not been transferred to an Engine Subsidiary on or prior to the related Closing Date and which is expected to be acquired by an Engine Subsidiary during the related Delivery Period.

“Renewal Lease” has the meaning given to such term in Section 5.03(d) hereof.

“Rent Payments” means all payments of basic rent under a Lease that are payable in respect of periods specified under such Lease.

“Replacement Exchange” means the acquisition by WEST or a WEST Subsidiary of one or more Additional Engines in a Permitted Engine Acquisition or the funding of Qualified Engine Modifications with all or a portion of the Disposition Proceeds from a Permitted Engine Disposition by any Engine Subsidiary or Engine Trust in a Permitted Engine Disposition within the Replacement Period applicable to such Permitted Engine Disposition, provided that WEST shall have elected to use all or such portion of such Disposition Proceeds in a Replacement Exchange in accordance with Section 3.11 hereof.

“Replacement Period” means, with respect to any portion of the Disposition Proceeds of a Permitted Engine Disposition that WEST elects to use to acquire Additional Engines or Qualified Engine Modifications in a Replacement Exchange pursuant to Section 3.11 hereof, the period beginning on the date of such Engine Disposition and ending on the earlier of (i) the 120^th day after the date of such Engine Disposition and (ii) the occurrence of an Event of Default.

“Required Acquisition Agreement Terms” means the terms and conditions set forth in Exhibit J, which must be included in any Acquisition Agreement.

“Required Expense Amount” means, with respect to a Payment Date, an amount equal to the sum of (i) the Operating Expenses payable on such Payment Date, consisting of all Operating Expenses incurred by the Service Providers and not previously reimbursed and the amounts shown on all invoices received from the Service Providers for the reimbursement or payment of Operating Expenses not previously paid or reimbursed, (ii) a reserve for Operating Expenses that

are due and payable during the Interest Accrual Period beginning on such Payment Date and (iii) a reserve for Extraordinary Operating Expenses.

“Required Expense Deposit” has the meaning ascribed to such term in Section 3.12(a).

“Required Expense Reserve” means the sum of the amounts described in clauses (ii) and (iii) in the definition of “Required Expense Amount.”

“Requisite Majority” means, with respect to any action proposed to be taken pursuant to the terms of this Indenture, that the Control Party (or Control Parties) representing more than fifty percent (50%) of the sum of (a) the then Outstanding Principal Balance of the Notes (other than any Series of Warehouse Notes prior to a Conversion Event having occurred with respect to such Series of Warehouse Notes) and (b) the Maximum Commitments of all Series of Warehouse Notes prior to a Conversion Event having occurred with respect to such Series of Warehouse Notes shall approve or direct such proposed action, provided that, in making such a determination, each Control Party shall be deemed to have voted the entire Outstanding Principal Balance or Maximum Commitment, as applicable, of the related Series in favor of, or in opposition to, such proposed action, as the case may be.

“Responsible Officer” means, (i) with respect to the Indenture Trustee and the Security Trustee, any officer within the Corporate Trust Office, including any Principal, Vice President, Managing Director, Director or any other officer of the Indenture Trustee customarily performing functions similar to those performed by any of the above designated officers and also, with respect to a particular matter, any other officer to whom such matter is referred because of such officer’s knowledge and familiarity with the particular subject and (ii) with respect to WEST, any Controlling Trustee.

“Rule 144A” means Rule 144A under the Securities Act.

“Sales Proceeds Surplus Amount” means, as of any date of determination in connection with an Engine for which an Engine Disposition has occurred since the most recent Appraisal Date, the Adjusted Borrowing Value of which is no longer included in Aggregate Adjusted Borrowing Value as of such date of determination, the amount, if any, by which (A) the Disposition Proceeds realized from such Engine Disposition exceeds (B) the Adjusted Borrowing Value of such Engine on the date of such Engine Disposition.

“Scheduled Principal Payment Amount” means, for each Series of Notes on any Payment Date, the excess, if any, of (x) the sum of the then Outstanding Principal Balance of all Notes of such Series (after giving effect to any payment of the Minimum Principal Payment Amount for such Series of Notes actually paid on such Payment Date, assuming that all Scheduled Principal Payment Amounts for all prior Payment Dates have been paid in full), over (y) the Scheduled Targeted Principal Balance for such Series for such Payment Date.

“Scheduled Targeted Principal Balance” means, for each Series of Notes on any Payment Date, the amount set forth in the related Supplement.

“Secured Parties” has the meaning given to such term in the Security Trust Agreement.

“Securities Act” means the Securities Act of 1933, as amended.

“Security Deposit Account” has the meaning given to such term in Section 3.01(a) hereof.

“Security Deposits” means any cash deposits and other collateral provided by, or on behalf of, a Lessee to secure the obligations of such Lessee under a Lease.

“Security Documents” means the Security Trust Agreement, the Engine Mortgages, the Custodial Agreement and each other agreement that creates a Security Interest in favor of the Secured Parties.

“Security Interests” means the security interests granted or expressed to be granted in the Collateral pursuant to the Security Trust Agreement.

“Security Trust Agreement” means the Security Trust Agreement dated as of the Initial Closing Date, among WEST, WEST Funding, each other party thereto and the Security Trustee, for the benefit of the Secured Parties.

“Security Trustee” means the trustee appointed pursuant to the Security Trust Agreement, initially Deutsche Bank Trust Company Americas.

“Segregated Funds” means all Lessee Funds that, pursuant to the terms of the related Lease, are not permitted to be commingled with the funds of the lessor under such Lease.

“Seller” means (i), with respect to the Asset Transfer Agreement, Willis and (ii) with respect to any Acquisition Agreement, Willis or any other seller of an Engine in a Permitted Engine Acquisition.

“Senior Borrowing Base” means, as of any date of determination, the sum of (a) seventy percent (70%) of the then Aggregate Adjusted Borrowing Value; (b) the Balance on deposit in the Senior Restricted Cash Account on such date; and (c) the Balance in the Engine Acquisition Account on such date, minus seventy percent (70%) of the Borrowing Base Adjustment Amount as of such date.

“Senior Borrowing Base Deficiency” means, as of any date of determination, the amount (if any) by which (i) the then Outstanding Principal Balance of all Series A Notes (after giving effect to any payments of Minimum Principal Payment Amounts and Scheduled Principal Payment Amounts on one or more Series A Notes on such date), exceeds (ii) the Senior Borrowing Base as of such date.

“Senior Claim” has the meaning given thereto in Section 11.01(a) hereof.

“Senior Claimant” has the meaning given thereto in Section 11.01(a) hereof.

“Senior Restricted Cash Account” has the meaning given to such term in Section 3.01(a) hereof.

“Senior Restricted Cash Amount” means, as of each Closing Date, Funding Date and Payment Date, an amount equal to the product of (i) four percent (4%), and (ii) the sum of the Outstanding Principal Balances of all Series A Notes as of such date, which Outstanding Principal Balances shall be calculated after giving effect to all advances of principal and principal payments made on such date in respect of the Series A Notes.

“Senior Series” means all Series of Series A Notes then outstanding, so long as any amounts are due in respect of any Series of Series A Notes, and, at such time that no such amounts are due, all Series of Series B Notes then outstanding.

“Series” means any series of Notes established pursuant to a Supplement.

“Series Account” has the meaning given to such term in Section 3.01(a) hereof.

“Series Allocation Rules” has the meaning given to such term in Section 3.14(c) hereof.

“Series A Minimum Adjustment Fraction” means, for any Series of Series A Notes as of any Payment Date, a fraction equal to one minus the sum of the Series A Payment Date Minimum Disposition Fractions for such Payment Date and for all preceding Payment Dates on which such Series of Series A Notes was outstanding, provided that the Series A Minimum Adjustment Fraction shall not be less than zero.

“Series A Note” means any note issued as part of a Series of Notes that is designated as “Series A Notes” in the related Supplement and further differentiated by a unique alpha-numeric designator.

“Series A Note Purchase Date” has the meaning given to such term in Section 4.12 hereof.

“Series A Note Purchaser” has the meaning given to such term in Section 4.12 hereof.

“Series A Payment Date Minimum Disposition Fraction” means, for any Payment Date a fraction, the numerator of which is *** of the Available Sales Proceeds included in the Available Collections Amount on that Payment Date and the denominator of which is the sum of the original Minimum Targeted Principal Balances for all Series A Notes on such Payment Date, as adjusted for any Optional Redemption pursuant to Section 3.18(b).

“Series A Payment Date Scheduled Disposition Fraction” means, for any Payment Date a fraction, the numerator of which is *** of the Available Sales Proceeds included in the Available Collections Amount on that Payment Date and the denominator of which is the sum of the original Scheduled Targeted Principal Balances for all Series A Notes on such Payment Date, as adjusted for any Optional Redemption pursuant to Section 3.18(b).

“Series A Scheduled Adjustment Fraction” means, for any Series of Series A Notes as of any Payment Date, a fraction equal to one minus the sum of the Series A Payment Date Scheduled Disposition Fractions for such Payment Date and for all preceding Payment Dates on which such Series of Series A Notes was outstanding, provided that the Series A Scheduled Adjustment Fraction shall not be less than zero.

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

“Series A Supplemental Principal Payment Amount” means, on each Payment Date on which there is a Senior Borrowing Base Deficiency, an amount equal to such Senior Borrowing Base Deficiency.

“Series A Warehouse Note” means a Warehouse Note designated as a Series A Note.

“Series B Note” means any note issued as part of a Series of Notes that is designated as “Series B Notes” in the related Supplement and further differentiated by a unique alpha-numeric designator.

“Series B Payment Date Scheduled Disposition Fraction” means, for any Payment Date a fraction, the numerator of which is *** of the Available Sales Proceeds included in the Available Collections Amount on that Payment Date and the denominator of which is the sum of the original Scheduled Targeted Principle Balances for all Series A Notes and Series B Notes on such Payment Date, as adjusted for any Optional Redemption pursuant to Section 3.18(b).

“Series B Scheduled Adjustment Fraction” means, for any Series of Series B Notes as of any Payment Date, a fraction equal to one minus the sum of the Series B Payment Date Scheduled Disposition Fractions for such Payment Date and for all preceding Payment Dates on which such Series of Series B Notes was outstanding, provided that the Series B Scheduled Adjustment Fraction shall not be less than zero.

“Series B Supplemental Principal Payment Amount” means, on each Payment Date on which there is a Junior Borrowing Base Deficiency, an amount equal to such Junior Borrowing Base Deficiency.

“Series B Warehouse Note” means a Warehouse Note designated as a Series B Note.

“Series Enhancement” means the rights and benefits provided to the Noteholders of any Series pursuant to any letter of credit, surety bond, financial guaranty insurance policy, insurance agreement, cash collateral or reserve account, spread account, guaranteed rate agreement, maturity liquidity facility or other similar arrangement. The subordination of any Series to another Series shall not be deemed to be a Series Enhancement.

“Series Enhancer” means, for each Series, the Person as set forth in the related Supplement then providing any Series Enhancement, other than the Noteholders of any Class which is subordinated to another Class.

“Series Issuance Date” means, with respect to any Series, the date on which the Notes of such Series are to be originally issued in accordance with the provisions of Section 9.06 of this Indenture and the related Supplement.

“Service Provider” means each of or all of (as the context may require) the Servicer, the Back-up Servicer, the Indenture Trustee, the Security Trustee, the Administrative Agent, the Back-Up Administrative Agent and the Operating Banks.

“Service Provider Fees” means any fees and expenses due or reimbursable to Service Providers in accordance with the applicable agreements with such Servicer Providers (including

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

the Related Documents), including, without limitation, the Indenture Trustee Fees due to the Indenture Trustee hereunder.

“Servicer” means Willis, in its capacity as Servicer under the Servicing Agreement, including its successors in interest, until another Person shall have become the servicer under such agreement, after which “Servicer” shall mean such other Person.

“Servicer Fee” means, for any Payment Date, the compensation payable to the Servicer on such Payment Date in accordance with the terms of, and designated in, the Servicing Agreement.

“Servicer Termination Event” has the meaning given to such term in the Servicing Agreement.

“Servicing Agreement” means that certain servicing agreement, dated as of the Initial Closing Date among the Servicer, the Security Trustee, each WEST Group Member and the other parties thereto or any replacement servicing agreement, including the Back-Up Servicing Agreement, with a replacement Servicer, including the Back-Up Servicer.

“SH&E” means Simat, Hellisen & Eichner, Inc., an independent consulting firm.

“Signatory Trustee” has the meaning given to such term in the Trust Agreement.

“Significant Operating Expenses” means the following Operating Expenses to the extent included in the Annual Budget and other Operating Expenses (including, without limitation, significant repossession expenses) for which the Controlling Trustees shall determine that it is reasonable and prudent to establish a reserve during the twelve (12) month period prior to their being due and payable: costs of the Annual Appraisal, the Maintenance Reserve Evaluation and the Annual Audit, cost of preparing the audited financial statements for the Annual Report and insurance premiums.

“Special Majority” has the meaning given to such term in the Trust Agreement.

“Specified Period” means, with respect to any Series of Notes, the maturity of the Dollar deposits used in the definition of LIBOR, as specified in the related Supplement for such Series.

“Stated Interest” means, with respect to any Note, the amount of interest payable on such Note at the Stated Rate set forth in the related Supplement.

“Stated Interest Amount” means, with respect to any Series of Notes, that amount of Stated Interest due and payable on such Series of Notes on a Payment Date, including any Stated Interest due and payable on a prior Payment Date that was not paid on such Payment Date.

“Stated Interest Shortfall” has the meaning given to such term in Section 3.12(d).

“Stated Rate” means, as specified in the related Supplement, the rate of interest payable on a specific Note.

“Stock” means all shares of capital stock, all beneficial interests in trusts, all ordinary shares and preferred shares and any options, warrants and other rights to acquire such shares or interests.

“Subsidiary” means, as to any Person, a corporation, partnership, limited liability company or other entity of which shares of stock or other ownership interests having ordinary voting power (other than stock or such other ownership interests having such power only by reason of the happening of a contingency) to elect a majority of the board of directors or other managers of such corporation, partnership, limited liability company or other entity are at the time owned, or the management of which is otherwise controlled, directly or indirectly through one or more intermediaries, or both, by such Person.

“Substitute Engine” means any Engine that is to be transferred to a member of WEST Group in place of any Remaining Engine, to the extent authorized by the applicable Acquisition Agreement.

“Supplement” means any supplement to this Indenture which sets forth the Principal Terms and other terms and conditions of the Series of Notes issued thereunder.

“Supplemental Interest” means, with respect to any Series of Notes, that portion (if any) of the interest payable on such Notes that has been designated as such in the related Supplement.

“Supplemental Interest Amount” means, with respect to any Series of Notes, that amount of Supplemental Interest due and payable on such Series of Note on a Payment Date, including any Supplemental Interest due and payable on a prior Payment Date that was not paid on such prior Payment Date.

“Supplemental Payment Allocation Rules” has the meaning given to such term in Section 3.14(c) hereof.

“Supplier” means the Person that supplies or installs a Mandatory Engine Modification or Discretionary Engine Modification and to whom payment for the Purchase Price of such Mandatory Engine Modification or Discretionary Engine Modification is to be made.

“Tax” and “Taxes” mean any and all taxes, fees, levies, duties, tariffs, imposts, and other charges of any kind (together with any and all interest, penalties, loss, damage, liability, expense, additions to tax and additional amounts or costs incurred or imposed with respect thereto) imposed or otherwise assessed by the United States or by any state, local or foreign government (or any subdivision or agency thereof) or other taxing authority, including, without limitation: taxes or other charges on or with respect to income, franchises, windfall or other profits, gross receipts, property, sales, use, capital stock, payroll, employment, social security, workers’ compensation, unemployment compensation, or net worth and similar charges; taxes or other charges in the nature of excise, withholding, ad valorem, stamp, transfer, value added, taxes on goods and services, gains taxes, license, registration and documentation fees, customs duties, tariffs, and similar charges.

“Tax Redemption” has the meaning given to such term in Section 3.15(c) hereof.

“Term Note” means each Note issued as part of a Term Series.

“Term Series” means a Series of Notes in which funds representing the full Outstanding Principal Balance of such Notes are fully disbursed to WEST on the issuance date of such Series.

“Third Party Event” has the meaning given to such term in Section 5.04 hereof.

“Third Remaining Engine” has the meaning given to such term in the Asset Transfer Agreement.

“Total Loss” means, with respect to any Engine (a) if the same is subject to a Lease, an Event of Loss (as defined in such Lease) or the like (however so defined); or (b) if the same is not subject to a Lease, (i) its actual, constructive, compromised, arranged or agreed total loss, (ii) its destruction, damage beyond economic repair or being rendered permanently unfit for normal use for any reason whatsoever, (iii) its requisition for title, confiscation, restraint, detention, forfeiture or any compulsory acquisition or seizure or requisition for hire (other than a requisition for hire for a temporary period not exceeding 180 days) by or under the order of any government (whether civil, military or de facto) or public or local authority or (iv) its hijacking, theft or disappearance, resulting in loss of possession by the owner or operator thereof for a period of ninety (90) consecutive days or longer. A Total Loss with respect to any Engine shall be deemed to occur on the date on which such Total Loss is deemed pursuant to the relevant Lease to have occurred or, if such Lease does not so deem or the relevant Engine is not subject to a Lease, (A) in the case of an actual total loss or destruction, damage beyond economic repair or being rendered permanently unfit, the date on which such loss, destruction, damage or rendering occurs (or, if the date of loss or destruction is not known, the date on which the relevant Engine was last heard of); (B) in the case of a constructive, compromised, arranged or agreed total loss, the earlier of (1) the date 30 days after the date on which notice claiming such total loss is issued to the insurers or brokers and (2) the date on which such loss is agreed or compromised by the insurers; (C) in the case of requisition for title, confiscation, restraint, detention, forfeiture, compulsory acquisition or seizure, the date on which the same takes effect; (D) in the case of a requisition for hire, the expiration of a period of 180 days from the date on which such requisition commenced (or, if earlier, the date upon which insurers make payment on the basis of a Total Loss); or (E) in the case of clause (iv) above, the final day of the period of 90 consecutive days referred to therein.

“Trust Agreement” means that certain Trust Agreement, dated the Initial Closing Date, between the Owner Trustee and Willis, as Depositor.

“Trustee Resolution” means a resolution adopted by a majority of the Controlling Trustees, evidenced by a certified copy of such resolution signed by a Signatory Trustee.

“UBS Investment Bank” means UBS Securities LLC and UBS Limited, each of which is a subsidiary of UBS AG, and acting through UBS AG’s global investment banking and securities business.

“UCC” means the Uniform Commercial Code as enacted in the State of New York.

“United States Person” and “U.S. Person” have the meanings given to such terms in Regulation S under the Securities Act.

“Unused Commitment” means, as of any date in respect of the Holder of any Warehouse Notes, the excess of the Maximum Commitment of such Holder in respect of such Warehouse Notes over the Outstanding Principal Balance of such Warehouse Notes.

“Unrestricted Book-Entry Note” shall have the meaning given to such term in Section 2.01(d)(iv) hereof, the form of which shall be substantially in the form of the applicable Note Form for such Note, with the legends required by Section 2.02 for an Unrestricted Book-Entry Note inscribed thereon and with such changes therein and such additional information as may be specified in the Supplement pursuant to which such Note is issued.

“U.S. GAAP” means generally accepted accounting principles in the United States, as in effect from time to time.

“U.S. Government Obligations” has the meaning given to such term in Section 12.02(a) hereof.

“UT Finance” means UT Finance Corporation, a Delaware corporation.

“Warehouse Note” means any Note issued as part of a Warehouse Series.

“Warehouse Series” means a Series of Notes pursuant to which WEST will, upon meeting certain requirements, be entitled to request Loans from the Holders of such Notes up to Maximum Principal Balance during the period commencing on the Series Issuance Date of such Series and ending on (but excluding) the date on which a Conversion Event occurs in respect of such Series.

“WEST” means Willis Engine Securitization Trust, a Delaware statutory trust organized pursuant to the Trust Agreement.

“WEST Expense” means, for any Payment Date, any of the following costs directly incurred by WEST or any other WEST Group Member or incurred by the Servicer or the Administrative Agent in their performance of their obligations that are, in each case, reasonable in amount and are fairly attributable to WEST or any other WEST Group Member and their permitted activities hereunder during the related Collection Period: (i) accounting and audit expenses, and tax preparation, filing and audit expenses; (ii) premiums for liability, casualty, fidelity, directors and officers and other insurance; (iii) directors’ and trustees’ fees and expenses, including fees and expenses of the Independent Controlling Trustee and Owner Trustee but excluding any fees to the Equity Trustees; (iv) legal fees and expenses not associated with the Engines and the Leases; (v) other professional fees, including the cost of obtaining the annual Appraisals of the Engines and the annual Maintenance Reserve Evaluation as described in Sections 5.04(d) and 5.04(e); (vi) taxes (including personal or other property taxes and all sales, value added, use and similar taxes) other than taxes assessed with respect to the ownership, use and/or operation of the Engines or that constitute Ordinary Course Expenses; (vii) taxes imposed in respect of any and all issuances of equity interests, stock exchange listing fees, registrar and

transfer expenses and trustee’s fees with respect to any outstanding securities of WEST; and (viii) surveillance fees assessed by the Rating Agencies.

“WEST Funding” means WEST Engine Funding LLC, a Delaware limited liability company.

“WEST Group” means WEST, the Engine Subsidiaries (including WEST Funding), the Leasing Subsidiaries (including WEST Ireland) and the Engine Trusts.

“WEST Group Member” means WEST or any WEST Subsidiary.

“WEST Subsidiary” means either or both, as the context may require, of (i) each Subsidiary of WEST existing on the Initial Closing Date and listed on Schedule 1, Schedule 2 and Schedule 3 to this Indenture, and (ii) each other direct or indirect Subsidiary of WEST (including each Engine Trust of which WEST or a Subsidiary thereof is the holder of a beneficial interest).

“Willis” means Willis Lease Finance Corporation, a Delaware corporation.

Section 1.02 Rules of Construction.

Unless the context otherwise requires:

Section 1.03 Compliance Certificates and Opinions.

Upon any application or request by WEST to the Indenture Trustee to take any action under any provision of this Indenture, WEST shall furnish to the Indenture Trustee an Officer’s Certificate stating that, in the opinion of the signers thereof, all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with, and an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent, if any, have been complied with, except that in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture relating to such particular application or request, no additional certificate or opinion need be furnished.

Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture or any indenture supplemental hereto shall include:

(a) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions in this Indenture relating thereto;

(b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

(c) a statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and

(d) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

Section 1.04 Acts of Noteholders.

(a) Any direction, consent, waiver or other action provided by this Indenture in respect of the Notes of any Series or Class to be given or taken by Noteholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by an agent or proxy duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Indenture Trustee, to each Rating Agency where it is hereby expressly required pursuant to this Indenture or to WEST. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Noteholders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose under

this Indenture and conclusive in favor of the Indenture Trustee or WEST, if made in the manner provided in this Section.

ARTICLE II

Section 2.01 Authorization of Notes; Amount of Outstanding Principal Balance; Terms; Form; Execution and Delivery.

Section 2.02 Restrictive Legends.

Except as specified in Section 2.11(f) hereof, 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 WITHIN THE UNITED STATES OR TO, OR

FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS 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 AND IS ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH 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 TO THE INDENTURE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF THIS NOTE (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM THE INDENTURE TRUSTEE) AND AN OPINION OF COUNSEL ACCEPTABLE TO WEST THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT, (D) IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (E) PURSUANT TO AN EXEMPTION FROM REGISTRATION IN ACCORDANCE WITH RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), OR PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, OR (F) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND, IN EACH CASE (A) THROUGH (F) ABOVE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE IN THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION, AND (3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS NOTE WITHIN THE TWO-YEAR PERIOD REFERRED TO ABOVE, THE HOLDER MUST CHECK THE APPROPRIATE BOX SET FORTH ON THE TRANSFER NOTICE ATTACHED HERETO AND SUBMIT SUCH TRANSFER NOTICE TO THE INDENTURE TRUSTEE. IF THE PROPOSED TRANSFEREE IS AN INSTITUTIONAL ACCREDITED INVESTOR OR IF THE TRANSFER IS PURSUANT TO AN EXEMPTION FROM REGISTRATION IN ACCORDANCE WITH RULE 144 UNDER THE SECURITIES ACT, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE INDENTURE TRUSTEE AND WEST SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS EITHER OF THEM MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT

SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. AS USED HEREIN, THE TERMS “OFFSHORE TRANSACTION,” “UNITED STATES” AND “U.S. PERSON” HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT. THE INDENTURE CONTAINS A PROVISION REQUIRING THE INDENTURE TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER OF THIS NOTE IN VIOLATION OF THE FOREGOING RESTRICTIONS.

Each Book-Entry Note shall also bear the following legend on the face thereof:

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO WEST OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

TRANSFERS OF THIS BOOK-ENTRY NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS BOOK-ENTRY NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN SECTION 2.11 OF THE INDENTURE.

Each Regulation S Temporary Book-Entry Note shall bear the following legend on the face thereof:

THIS NOTE IS A REGULATION S TEMPORARY BOOK-ENTRY NOTE WITHIN THE MEANING OF THE INDENTURE REFERRED TO HEREINAFTER AND IS SUBJECT TO RESTRICTIONS ON THE TRANSFER AND EXCHANGE THEREOF AND ON THE PAYMENT OF INTEREST THEREON AS SPECIFIED IN THE INDENTURE.

Section 2.03 Note Registrar and Paying Agent

Section 2.04 Paying Agent to Hold Money in Trust.

The Indenture Trustee shall require each Paying Agent other than the Indenture Trustee to agree in writing that all moneys deposited with any Paying Agent for the purpose of any payment on the Notes shall be deposited and held in trust for the benefit of the Holders entitled to such payment, subject to the provisions of this Section. Moneys so deposited and held in trust shall constitute a separate trust fund for the benefit of the Holders with respect to which such money was deposited.

The Indenture Trustee may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, direct any Paying Agent to pay to the Indenture Trustee all sums held in trust by such Paying Agent; and, upon such payment by any Paying Agent to the Indenture Trustee, such Paying Agent shall be released from all further liability with respect to such moneys.

Section 2.05 Method of Payment.

Section 2.06 Minimum Denomination.

Unless otherwise set forth in the Supplement for a Series, each Note shall be issued in minimum denominations of $100,000 and integral multiples of $1,000 in excess thereof.

Section 2.07 Exchange Option.

If the holder of a beneficial interest in an Unrestricted Book-Entry Note deposited with DTC wishes at any time to exchange its interest in the Unrestricted Book-Entry Note, or to transfer its interest in the Unrestricted Book-Entry Note to a Person who wishes to take delivery thereof in the form of an interest in the 144A Book-Entry Note, the holder may, subject to the rules and procedures of Euroclear or Clearstream and DTC, as the case may be, give directions for the Indenture Trustee and Note Registrar to exchange or cause the exchange or transfer or cause the transfer of the interest for an equivalent beneficial interest in the 144A Book-Entry Note. Upon receipt by the Indenture Trustee and Note Registrar of instructions from Euroclear or Clearstream (based on instructions from depositaries for Euroclear and Clearstream) or from a DTC Participant, as applicable, or DTC, as the case may be, directing the Indenture Trustee and Note Registrar to credit or cause to be credited a beneficial interest in the 144A Book-Entry Note equal to the beneficial interest in the Unrestricted Book-Entry Note to be exchanged or transferred (such instructions to contain information regarding the DTC Participant account to be credited with the increase, and, with respect to an exchange or transfer of an interest in the Unrestricted Book-Entry Note, information regarding the DTC Participant account to be debited with the decrease), the Indenture Trustee and Note Registrar shall instruct DTC to reduce the Unrestricted Book-Entry Note by the aggregate principal amount of the beneficial interest in the Unrestricted Book-Entry Note to be exchanged or transferred, and the Indenture Trustee shall instruct DTC, concurrently with the reduction, to increase the principal amount of the 144A Book-Entry Note by the aggregate principal amount of the beneficial interest in the Unrestricted Book-Entry Note to be so exchanged or transferred, and to credit or cause to be credited to the account of the Person specified in the instructions a beneficial interest in the 144A Book-Entry Note equal to the reduction in the principal amount of the Unrestricted Book-Entry Note.

If a holder of a beneficial interest in the 144A Book-Entry Note wishes at any time to exchange its interest in the 144A Book-Entry Note for an interest in a Regulation S Book-Entry Note, or to transfer its interest in the 144A Book-Entry Note to a Person who wishes to take delivery thereof in the form of an interest in the Regulation S Book-Entry Note, the holder may, subject to the rules and procedures of DTC, give directions for the Indenture Trustee and Note Registrar to exchange or cause the exchange or transfer or cause the transfer of the interest for an equivalent beneficial interest in the Regulation S Book-Entry Note. Upon receipt by the Indenture Trustee and Note Registrar of (a) instructions given in accordance with DTC’s procedures from a DTC Participant directing the Indenture Trustee and Note Registrar to credit or cause to be credited a beneficial interest in the Regulation S Book-Entry Note in an amount equal to the beneficial interest in the 144A Book-Entry Note to be exchanged or transferred, (b) a written order given in accordance with DTC’s procedures containing information regarding the account of the depositaries for Euroclear or Clearstream or another Clearing Agency Participant, as the case may be, to be credited with the increase and the name of the account and (c) certificates in the forms of Exhibits C-5 and C-7 hereto, respectively, given by the Noteholder and the proposed transferee of the interest, the Indenture Trustee and Note Registrar shall instruct DTC to reduce the 144A Book-Entry Note by the aggregate principal amount of the beneficial interest in the 144A Book-Entry Note to be so exchanged or transferred and the Indenture Trustee and Note Registrar shall instruct DTC, concurrently with the reduction, to increase the principal amount of the Regulation S Book-Entry Note by the aggregate principal amount of the beneficial interest in the 144A Book-Entry Note to be so exchanged or transferred, and to credit or cause to be credited to the account of the Person specified in the instructions a beneficial interest in the Regulation S Book-Entry Note equal to the reduction in the principal amount of the 144A Book-Entry Note.

Notwithstanding anything to the contrary herein, an Initial Purchaser may exchange beneficial interests in the Regulation S Temporary Book-Entry Note held by it for interests in the 144A Book-Entry Note only after delivery by the Initial Purchaser of instructions to DTC for the exchange, substantially in the form of Exhibit C-6 hereto. Upon receipt of the instructions provided in the preceding sentence, the Indenture Trustee and Note Registrar shall instruct DTC to reduce the principal amount of the Regulation S Temporary Book-Entry Note to be so transferred and shall instruct DTC to increase the principal amount of the 144A Book-Entry Note and credit or cause to be credited to the account of the placement agent a beneficial interest in the 144A Book-Entry Note having a principal amount equal to the amount by which the principal amount of the Regulation S Temporary Book-Entry Note was reduced upon the transfer pursuant to the instructions provided in the first sentence of this paragraph.

If a Book-Entry Note is exchanged for a Definitive Note, the Notes may be exchanged or transferred for one another only in accordance with such procedures as are substantially consistent with the provisions of the three immediately preceding paragraphs (including the certification requirements intended to ensure that the exchanges or transfers comply with Rule 144 or Regulation S, as the case may be) and as may be from time to time adopted by the Indenture Trustee.

Section 2.08 Mutilated, Destroyed, Lost or Stolen Notes.

If any Note shall become mutilated, destroyed, lost or stolen, WEST shall, upon the written request of the Holder thereof and presentation of the Note or satisfactory evidence of destruction, loss or theft thereof to the Indenture Trustee or Note Registrar, issue, and the Indenture Trustee shall authenticate and the Indenture Trustee or Note Registrar shall deliver in exchange therefor or in replacement thereof, a new Note of the same Series, payable to such Holder in the same principal amount, of the same maturity, with the same payment schedule, bearing the same interest rate and dated the date of its authentication. If the Note being replaced has become mutilated, such Note shall be surrendered to the Indenture Trustee or a Note Registrar and forwarded to WEST by the Indenture Trustee or such Note Registrar. If the Note being replaced has been destroyed, lost or stolen, the Holder thereof shall furnish to WEST, the Indenture Trustee or a Note Registrar (i) such security or indemnity as may be required by them to save WEST, the Indenture Trustee and such Note Registrar harmless and (ii) evidence satisfactory to WEST, the Indenture Trustee and such Note Registrar of the destruction, loss or theft of such Note and of the ownership thereof. The Noteholders will be required to pay any tax or other governmental charge imposed in connection with such exchange or replacement and any other expenses (including the fees and expenses of the Indenture Trustee and any Note Registrar) connected therewith.

Section 2.09 Payments of Transfer Taxes.

Upon the transfer of any Note or Notes pursuant to Section 2.07 hereof, WEST or the Indenture Trustee may require from the party requesting such new Note or Notes payment of a sum to reimburse WEST or the Indenture Trustee for, or to provide funds for the payment of, any transfer tax or similar governmental charge payable in connection therewith.

Section 2.10 Book-Entry Registration

None of WEST, the Note Registrar, the Paying Agent or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be fully protected in relying on, such registration instructions. Upon the issuance of Definitive Notes of such Series, the Indenture Trustee shall recognize the Persons in whose name the Definitive Notes are registered in the Register as Noteholders hereunder. Neither WEST nor the Indenture Trustee shall be liable if the Indenture Trustee or WEST is unable to locate a qualified successor DTC.

Definitive Notes of any Series will be freely transferable and exchangeable for Definitive Notes of the same Series at the office of the Indenture Trustee or the office of a Note Registrar upon compliance with the requirements set forth herein. In the case of a transfer of only part of a holding of Definitive Notes, a new Definitive Note shall be issued to the transferee in respect of the part transferred and a new Definitive Note in respect of the balance of the holding not transferred shall be issued to the transferor and may be obtained at the office of the applicable Note Registrar.

Section 2.11 Special Transfer Provisions.

Section 2.12 Temporary Definitive Notes.

Pending the preparation of Definitive Notes of any Series, WEST may execute and the Indenture Trustee may authenticate and deliver temporary Definitive Notes of such Series which are printed, lithographed, typewritten or otherwise produced, in any denomination, containing substantially the same terms and provisions as are set forth in the applicable exhibit hereto or in any indenture supplemental hereto, except for such appropriate insertions, omissions, substitutions and other variations relating to their temporary nature as the Signatory Trustee of WEST executing such temporary Definitive Notes may determine, as evidenced by his execution of such temporary Definitive Notes.

If temporary Definitive Notes of any Series are issued, WEST will cause Definitive Notes of such Series to be prepared without unreasonable delay. After the preparation of Definitive Notes of such Series, the temporary Definitive Notes shall be exchangeable for Definitive Notes upon surrender of such temporary Definitive Notes at the Corporate Trust Office of the Indenture Trustee, without charge to the Holder thereof. Upon surrender for cancellation of any one or more temporary Definitive Notes, WEST shall execute and the Indenture Trustee shall authenticate and deliver in exchange therefor Definitive Notes of like Series, in authorized denominations and in the same aggregate principal amounts. Until so exchanged, such temporary Definitive Notes shall in all respects be entitled to the same benefits under this Indenture as Definitive Notes.

Section 2.13 Statements to Noteholders.

(a) On the last Business Day before each Payment Date, WEST shall cause the Administrative Agent to deliver to the Indenture Trustee, the Controlling Trustees and the Holders of each Series of Warehouse Notes prior to the occurrence of a Conversion Event with respect to such Series of Warehouse Notes, and the Indenture Trustee shall (or shall instruct any Paying Agent to) promptly thereafter (but not later than such Payment Date) distribute to the Rating Agencies, the Back-Up Servicer, the Back-Up Administrative Agent, each Hedge Counterparty and to each Holder of record with respect to such Payment Date, a report, substantially in the form attached as Exhibit G-1 hereto prepared by the Administrative Agent and setting forth the information described therein (each, a “Monthly Report”). WEST shall cause the Administrative Agent to deliver a copy of the Annual Budget for each year with the Monthly Report for January in such year, and the Indenture Trustee shall include a copy of such

Annual Budget with the Monthly Report for January sent to the Persons described in the preceding sentence. WEST shall cause the Administrative Agent to delivery a copy of the Maintenance Reserve Evaluation for each year with the Monthly Report for the next month after it is received in such year, and the Indenture Trustee shall include a copy of such Maintenance Reserve Evaluation with the Monthly Report for such month sent to the Persons described in the first sentence of this Section 2.13(a). WEST shall cause the Administrative Agent to deliver to the Indenture Trustee and the Controlling Trustees with the Monthly Report for each May, and the Indenture Trustee shall (or shall instruct any Paying Agent to) distribute with the Monthly Report for each May to the Persons described in the first sentence in this Section 2.13(a), a report, substantially in the form attached as Exhibit G-2 hereto prepared by the Administrative Agent and setting forth the information described therein (each, an “Annual Report”). The Indenture Trustee shall deliver, promptly upon written request, a copy of each Monthly Report and Annual Report to any Holder or other Secured Party and, at the written request of any Holder, to any prospective purchaser of any Notes from such Holder. If any Series of Notes is then listed on any stock exchange, the Indenture Trustee also shall provided a copy of each Monthly Report and each Annual Report to the applicable listing agent on behalf of such stock exchange.

Section 2.14 CUSIP, CINS AND ISIN Numbers.

WEST in issuing the Notes may use “CUSIP”, “CINS”, “ISIN” or other identification numbers (if then generally in use), and if so, the Indenture Trustee shall use CUSIP numbers, CINS numbers, ISIN numbers or other identification numbers, as the case may be, in notices of redemption or exchange as a convenience to Holders; provided that any such notice shall state that no representation is made as to the correctness of such numbers either as printed on the Notes or as contained in any notice of redemption or exchange and that reliance may be placed only on the other identification numbers printed on the Notes; provided further, that failure to use “CUSIP”, “CINS”, “ISIN” or other identification numbers in any notice of redemption or exchange shall not affect the validity or sufficiency of such notice.

Section 2.15 Debt Treatment of Notes. The parties hereto agree, and the holders of the Notes by their purchase thereof shall be deemed to have agreed, to treat the Notes as debt for U.S. federal income tax purposes.

ARTICLE III

ACCOUNTS; PRIORITY OF PAYMENTS

Section 3.01 Establishment of Accounts; Investments.

Section 3.02 Collections Account.

Section 3.03 Engine Acquisition Account.

Section 3.04 Senior Restricted Cash Account.

Section 3.05 Junior Restricted Cash Account.

Section 3.06 Engine Reserve Account.

Section 3.07 Security Deposit Account.

Section 3.08 Expense Account.

Section 3.09 Series Accounts.

Section 3.10 Redemption/Defeasance Account.

Section 3.11 Engine Replacement Account.

Section 3.12 Calculations.

(a) As soon as reasonably practicable after each Determination Date, but in no event later than 12:00 noon (New York City time) on the third Business Day prior to the immediately succeeding Payment Date, WEST shall cause the Administrative Agent, based on information known to it or Relevant Information provided to it, determine the amount of Collections received during the Collection Period ending on such Determination Date (including the amount of any investment earnings on the Balances in the Collections Account, if any, as of such Determination Date) and shall calculate the following amounts:

Section 3.13 Payment Date Distributions from the Collections Account.

(a) Regular Distributions. On each Payment Date, so long as no Event of Default or Early Amortization Event has occurred and is continuing, after the withdrawals and transfers provided for in Section 3.02(b) have been made, the Available Collections Amount will be applied in the following order of priority:

On any Payment Date on which any Series of Notes is to be the subject of a Redemption, the Administrative Agent, on behalf of the Security Trustee, shall distribute the amounts in the applicable Redemption/Defeasance Account to the Holders of such Series of Notes as provided in the relevant Redemption Notice.

All payments to be made pursuant to this Section 3.13 to Persons other than Noteholders shall be made through a direct transfer of funds to the applicable Person or Account. All payments to Noteholders shall be governed by Section 2.05.

Section 3.14 Allocation Rules.

Section 3.15 Certain Redemptions.

then WEST shall inform the Indenture Trustee in writing at such time of any such requirement or imposition and shall use its best efforts to avoid the effect of the same; subject to WEST obtaining the consent of the Control Party for each affected Series of Notes and a Rating Agency Confirmation with respect to any proposed action. If, after using its best efforts to avoid the adverse effect described above, WEST or any of its Subsidiaries has not avoided such effects, WEST may, at its election, redeem the Notes to which such withholding or deduction applies on any Payment Date in whole at the Outstanding Principal Balance thereof plus accrued and unpaid interest but without premium on any Payment Date (a “Tax Redemption”). However, any Tax Redemption may not occur more than thirty (30) days prior to such time as the requirement or imposition described in (i) or (ii) above is to become effective. In the event of any Tax Redemption of part of a Series of Notes, such Tax Redemption shall be deemed an Optional

Redemption for purposes of calculating the adjustments in the Targeted Principal Balances on the Redemption Date and on subsequent Payment Dates in accordance with Section 3.18 hereof.

Section 3.16 Procedure for Redemptions.

Section 3.17 Collections Loans.

If permitted under the related Supplement for any Series A Warehouse Notes or Series B Warehouse Notes, WEST may direct the Indenture Trustee, in writing, to deposit the proceeds of a Collections Loan in respect of such Warehouse Notes in the Collections Account for inclusion in the Available Collections Amount on any Payment Date, subject to satisfaction of the conditions under each such Supplement for such a Collections Loan.

Section 3.18 Adjustments in Targeted Principal Balances.

(i) If Available Sales Proceeds have been included in the Available Collections Amount on any Payment Date, then the Minimum Targeted Principal Balances of each Series of the Series A Notes for such Payment Date and for all subsequent Payment Dates will be equal to the product of (a) the related Series A Minimum Adjustment Fraction for such Series of Series A Notes as of each such Payment Date and (b) the original Minimum Targeted Principal Balances of such Series of Series A Notes for each such Payment Date.

(ii) If Available Sales Proceeds have been included in the Available Collections Amount on any Payment Date, then the Scheduled Targeted Principal Balances of each Series of the Series A Notes for such Payment Date and for all subsequent Payment Dates will be equal to the product of (a) the related Series A Scheduled Adjustment Fraction for such Series of Series A Notes as of each such Payment Date and (b) the original Scheduled Targeted Principal Balances of such Series of Series A Notes for each such Payment Date.

(iii) If Available Sales Proceeds have been included in the Available Collections Amount on any Payment Date, then the Scheduled Targeted Principal Balances of each Series of the Series B Notes for such Payment Date and for all subsequent Payment Dates will be equal to the product of (a) the related Series B Scheduled Adjustment Fraction for such Series of Series B Notes as of each such Payment Date and (b) the original Scheduled Targeted Principal Balances of such Series of Series B Notes for each such Payment Date.

ARTICLE IV

DEFAULT AND REMEDIES

Section 4.01 Events of Default.

Each of the following events shall constitute an “Event of Default” hereunder, and each such Event of Default shall be deemed to exist and continue so long as, but only so long as, it shall not have been remedied:

Section 4.02 Remedies Upon Event of Default.

(a) Upon the occurrence of an Event of Default of the type described in Section 4.01(f) or 4.01(g), the Outstanding Principal Balance of, and accrued interest on, all Series of Notes, together with all other amounts then due and owing to the Noteholders, shall become immediately due and payable without further action by any Person. If any other Event of Default with respect to the Senior Series occurs and is continuing, then the Indenture Trustee, acting at the direction of the Control Parties representing a majority of the Outstanding Principal Balance of all Senior Series may declare the principal of and accrued interest on all Notes of all Series then Outstanding to be due and payable immediately, by written notice to WEST and the Servicer (a “Default Notice”), and upon any such declaration such principal and accrued interest shall become immediately due and payable. At any time after the Indenture Trustee has declared the Outstanding Principal Balance of the Notes to be due and payable and prior to the exercise of any other remedies pursuant to the Indenture, the Control Parties representing a majority of the Outstanding Principal Balance of all Senior Series, by written notice to WEST, the Administrative Agent and the Indenture Trustee may, except in the case of (i) a default in the deposit or distribution of any payment required to be made on the Notes of such Series, (ii) a payment default on such Series of Notes or (iii) a default in respect to any covenant or provision of the Indenture that cannot by the terms thereof be modified or amended without the consent of each Noteholder affected thereby, rescind and annul such declaration and thereby annul its consequences if, (1) there has been paid to or deposited with the Security Trustee an amount sufficient to pay all overdue installments of interest on the Notes, and the principal of and premium, if any, on the Notes that would have become due otherwise than by such declaration of acceleration, (2) the rescission would not conflict with any judgment or decree, and (3) all other defaults and Events of Default, other than nonpayment of interest and principal on the Notes that have become due solely because of such acceleration, have been cured or waived.

(b) If an Event of Default shall occur and be continuing, the Indenture Trustee shall, if instructed, in writing, by the Control Parties representing a majority of the Outstanding Principal Balance of all Senior Series, do any of the following, provided that the Indenture Trustee shall dispose of the Engines or the Stock of the WEST Subsidiaries only if it has received a Collateral Liquidation Notice, and subject to such Control Parties giving such directions in a commercially reasonable manner:

(c) If the Notes of all Series have been declared due and payable following an Event of Default, any money collected by the Indenture Trustee pursuant to this Indenture or otherwise, and any moneys that may then be held or thereafter received by the Indenture Trustee, shall be applied to the extent permitted by law in the following order, at the date or dates fixed by the Indenture Trustee;

(d) Notwithstanding Sections 4.01, 4.02 and 4.11 hereof, after the occurrence and during the continuation of an Event of Default, no Holders of any Series B Notes shall be permitted to give or direct the giving of a Default Notice, or to exercise any remedy in respect of

such Event of Default until all interest and principal and premium, if any, on the Series A Notes shall have been paid in full.

(e) The Indenture Trustee shall provide each Rating Agency with a copy of any Default Notice it receives pursuant to this Indenture. Within thirty (30) days after the occurrence of an Event of Default in respect of any Series of Notes, the Indenture Trustee shall give notice to the Noteholders of such Series of Notes, transmitted by mail, of all uncured or unwaived Defaults actually known to a Responsible Officer of the Indenture Trustee on such date; provided that the Indenture Trustee may withhold such notice with respect to a Default (other than a payment default with respect to interest, principal or premium, if any) if it determines in good faith that withholding such notice is in the interest of the affected Noteholders.

Section 4.03 Limitation on Suits.

Without limiting the provisions of Section 4.11, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture, the Security Trust Agreement or the Notes, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless:

No one or more Noteholders may use this Indenture to affect, disturb or prejudice the rights of another Holder or to obtain or seek to obtain any preference or priority not otherwise created by this Indenture and the terms of the Notes over any other Holder or to enforce any right under this Indenture, except in the manner herein provided.

Section 4.04 Waiver of Existing Defaults.

(a) The Indenture Trustee acting at the direction of the Control Parties representing a majority of the Outstanding Principal Balance of all Senior Series may waive any existing Default hereunder and its consequences, except a Default: (i) in the deposit or distribution of any

payment required to be made on any Notes, (ii) in the payment of the interest, principal, and premium, if any, on any Note or (iii) in respect of a covenant or provision hereof which under Article X hereof cannot be modified or amended without the consent of the Holder of each Note affected thereby. Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture, but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon. Each such notice of waiver shall also be notified to each Rating Agency.

(b) Any written waiver of a Default or an Event of Default given by Holders of the Notes to the Indenture Trustee and WEST in accordance with the terms of this Indenture shall be binding upon the Indenture Trustee and the other parties hereto. Unless such writing expressly provides to the contrary, any waiver so granted shall extend only to the specific event or occurrence which gave rise to the Default or Event of Default so waived and not to any other similar event or occurrence which occurs subsequent to the date of such waiver.

Section 4.05 Restoration of Rights and Remedies.

If the Indenture Trustee or any Holder of Series A Notes has instituted any proceeding to enforce any right or remedy under this Indenture, and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Indenture Trustee or such Holder, then in every such case WEST, the Indenture Trustee and the Noteholders shall, subject to any determination in such proceeding, be restored severally and respectively to their former positions hereunder, and thereafter all rights and remedies of the Indenture Trustee and the Noteholders shall continue as though no such proceeding has been instituted.

Section 4.06 Remedies Cumulative.

Each and every right, power and remedy herein given to the Indenture Trustee (or the Control Parties or the Requisite Majority) specifically or otherwise in this Indenture shall be cumulative and shall be in addition to every other right, power and remedy herein specifically given or now or hereafter existing at law, in equity or by statute, and each and every right, power and remedy whether specifically herein given or otherwise existing may be exercised from time to time and as often and in such order as may be deemed expedient by the Indenture Trustee (or the Control Parties or the Requisite Majority), and the exercise or the beginning of the exercise of any power or remedy shall not be construed to be a waiver of the right to exercise at the same time or thereafter any other right, power or remedy. No delay or omission by the Indenture Trustee (or the Control Parties or the Requisite Majority) in the exercise of any right, remedy or power or in the pursuance of any remedy shall impair any such right, power or remedy or be construed to be a waiver of any Default on the part of WEST or to be an acquiescence.

Section 4.07 Authority of Courts Not Required.

The parties hereto agree that, to the greatest extent permitted by law, the Indenture Trustee shall not be obliged or required to seek or obtain the authority of, or any judgment or order of, the courts of any jurisdiction in order to exercise any of its rights, powers and remedies under this Indenture, and the parties hereby waive any such requirement to the greatest extent permitted by law.

Section 4.08 Rights of Noteholders to Receive Payment.

Notwithstanding any other provision of this Indenture, the right of any Noteholder to receive payment of interest on, principal of, or premium, if any, on its Note on or after the respective due dates therefor expressed in such Note, or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Noteholder.

Section 4.09 Indenture Trustee May File Proofs of Claim.

The Indenture Trustee may file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee and of any Noteholder allowed in any judicial proceedings relating to any obligor on the Notes, its creditors or its property.

Section 4.10 Undertaking for Costs.

All parties to this Indenture agree, and each Noteholder by its acceptance thereof shall be deemed to have agreed, that in any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Indenture Trustee for any action taken or omitted by it as Trustee, a court in its discretion may require the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defense made by the party litigant. This Section 4.10 does not apply to a suit instituted by the Indenture Trustee, a suit instituted by any Noteholder for the enforcement of the payment of interest, principal, or premium, if any, on his Note on or after the respective due dates expressed in such Note, or a suit by a Noteholder or Noteholders of more than 10% of the Outstanding Principal Balance of any Series of the Notes.

Section 4.11 Control by Noteholders.

Subject to Sections 4.01 and 4.03 hereof and to the rights of the Control Party hereunder, the Noteholders holding Notes of any Series of not less than 25% of the Outstanding Principal Balance of Notes of such Series shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Indenture Trustee, or exercising any trust or power conferred on the Indenture Trustee under this Indenture; provided that, for such Series:

Section 4.12 Purchase Rights of the Series B Noteholders.

Upon the occurrence of an Event of Default, whether or not the Control Parties for the Senior Series have delivered a Collateral Liquidation Notice, one or more of the Holders of the Series B Notes (each, a “Series A Note Purchaser”) may elect to purchase all, but not less than all, of the Series A Notes, for a purchase price equal to the Outstanding Principal Balance of the Series A Notes and all accrued and unpaid interest and premium thereon, if any. Such right shall be exercised by giving the Indenture Trustee written notice of the intent to purchase the Series A Notes (a “Purchase Option Notice”) and the date on which such purchase is to be consummated (the “Series A Note Purchase Date”), which shall be not less than ten (10) Business Days nor more than twenty (20) Business Days after the date of the Purchase Option Notice. If there is more than one Series A Note Purchaser, the Series A Notes shall be allocated between or among the Series A Note Purchasers in proportion to the Outstanding Principal Balance of their Series B Notes or on such other basis as such Holders of Series B Notes may agree, and the Series A Note Purchase Date shall be the date specified in the related Purchase Option Notice delivered by such Series A Note Purchasers. The Indenture Trustee shall promptly deliver a copy of each Purchase Option Notice to the Holders of the Series A Notes, WEST, the Servicer and the Administrative Agent. On the date specified in the Purchase Option Notice, the Series A Noteholders shall transfer the Series A Notes to the Series A Note Purchasers upon the tender to them of the purchase price described in this Section 4.12(a). If any Series A Note Purchaser fails to consummate the purchase of the Series A Notes, such Holder shall be deemed to have irrevocably waived its rights to purchase the Series A Notes, and, if there are multiple Series A Note Purchasers, the remaining Series A Note Purchasers must tender the purchase price allocable to the portion of the Series A Notes allocable to such defaulting Series A Note Purchaser, in such manner as they shall agree, or all such Series A Notes Purchasers shall be deemed to have cancelled the purchase of the Series A Notes pursuant to such Purchase Option Notice. The non-defaulting Series A Note Purchasers may elect to defer the Series A Note Purchase Date by not more than three (3) Business Days for purposes of arranging such tender.

ARTICLE V

REPRESENTATIONS, WARRANTIES AND COVENANTS

Section 5.01 Representations and Warranties.

WEST represents and warrants to the Indenture Trustee as of the Initial Closing Date and each other Closing Date thereafter as follows:

WEST is a statutory trust created under the laws of Delaware, and each WEST Group Member is a statutory trust duly created, a corporation duly incorporated or a limited liability company duly formed, in its respective jurisdiction of creation, incorporation or formation, as the case may be, in each case with full power and authority to conduct its business; and none of WEST or any other WEST Group Member is in liquidation, bankruptcy or suspension of payments.

WEST has not engaged in any activities since its organization (other than those incidental to its organization and other appropriate trust steps and arrangements for the payment of fees to, and director’s and officer’s insurance for, the Controlling Trustees, the execution of the Related Documents to which it is a party and the activities referred to in or contemplated by such agreements).

The transfer by Willis of its ownership interest in WEST Funding to WEST pursuant to the Asset Transfer Agreement, the other transactions contemplated by the Asset Transfer Agreement, the creation of the Initial Notes and the issuance, execution and delivery of, and the compliance by WEST and each WEST Group Member with the terms of each of the Related Documents and the Initial Notes:

The transfer by Willis of its ownership interest in WEST Funding to WEST pursuant to the Asset Transfer Agreement, the other transactions contemplated by the Asset Transfer Agreement, the creation, execution and issuance of the Initial Notes, the execution and issue or delivery by WEST and each WEST Group Member of the Related Documents executed by it and the performance by each of them of their obligations to be assumed hereunder and thereunder and the arrangements contemplated hereby and thereby to be performed by each of them have been duly authorized by each of them.

This Indenture constitutes, and the Related Documents, when executed and delivered and, in the case of the Initial Notes, when issued and authenticated, will constitute valid, legally binding and (subject to general equitable principles, insolvency, liquidation, reorganization and other laws of general application relating to creditors’ rights or claims or to laws of prescription or the concepts of materiality, reasonableness, good faith and fair dealing) enforceable obligations of WEST and each WEST Group Member executing the same.

Subject to the Security Interests created in favor of the Security Trustee and except for Permitted Encumbrances, there exists no Encumbrance over the assets or undertaking of WEST or any WEST Group Member which ranks prior to or pari passu with the obligation to make payments on the Initial Notes.

All consents, approvals, authorizations or other orders of all regulatory authorities required (excluding any required by the other parties to the Related Documents) for or in connection with the execution and performance of the Related Documents by WEST and each WEST Group Member and the issuance and performance of the Initial Notes and the offering of the Initial Notes by WEST (other than any such consents, approvals, authorizations or other orders that may be required in acquiring any Remaining Engines, including consents and assignments) have been obtained and are in full force and effect and not contingent upon fulfillment of any condition.

There is no claim, action, suit, investigation or proceeding pending against, or to the knowledge of WEST, threatened against or affecting, WEST or any WEST Group Member before any court or arbitrator or any governmental body, agency or official which in any manner challenges or seeks to prevent, enjoin, alter or materially delay the transactions contemplated by this Indenture (including the Exhibits and Schedules attached hereto) and/or the Related Documents.

WEST and each WEST Group Member has no employees. Set forth in Schedule 1, Schedule 2 and Schedule 3 hereto is a true and complete lists, as of the date hereof, of all WEST Subsidiaries, together with their jurisdictions of organization.

WEST or a WEST Subsidiary is the beneficial owner of the Collateral free from all Encumbrances and claims whatsoever other than Permitted Encumbrances.

Under the laws of Delaware and New York (including U.S. federal law) in force at the date hereof, it is not necessary or desirable that this Indenture or any Related

Document to which a WEST Group Member is a party (other than evidences of the Security Interests) be filed, recorded or enrolled (other than the filing of the Trust Agreement in Delaware and of the Engine Mortgages with the FAA) with any court or other authority in any such jurisdictions or that any stamp, registration or similar tax be paid on or in relation to this Indenture or any of the other Related Documents in all material respects (other than filings of UCC financing statements and the various consents and agreements pursuant to the Security Trust Agreement).

The representations and warranties made by WEST and each WEST Group Member in any of the other Related Documents are true and accurate as of the date made.

Section 5.02 General Covenants.

WEST covenants with the Indenture Trustee as follows:

WEST will not take, or knowingly permit any WEST Group Member to take, any action which would amend, terminate (other than any termination in connection with the replacement of such agreement on terms substantially no less favorable to WEST than the agreement being terminated) or discharge or prejudice the validity or effectiveness of this Indenture (other than as permitted herein) or any other Related Document or permit any party to any such document to be released from such obligations, except that; in each case, as permitted or contemplated by the terms of such documents, and provided that such actions may be taken or permitted such release may be permitted if WEST will have first obtained a Trustee Resolution determining that such action, permitted action or release does not materially affect the interests of the Noteholders and prior notice has been provided to the Rating Agencies; and provided further that, in any case, (i) WEST will not take any action which would result in any amendment or modification to any conflicts standard or duty of care in such agreements and (ii) there must be at all times an Administrative Agent and a Servicer with respect to all Engines.

WEST will not, and will not permit any WEST Group Member to, create, incur, assume or suffer to exist any Encumbrance other than: (i) any Permitted Encumbrance, and (ii) any other Encumbrance the validity or applicability of which is being contested in good faith in appropriate proceedings by any WEST Group Member (and the proceedings related to such Encumbrance or the continued existence of such Encumbrance does not give rise to any reasonable likelihood of the sale, forfeiture or loss of the asset affected by such Encumbrance)

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and for which such WEST Group Member maintains adequate cash reserves to pay such Encumbrance.

WEST will not, and will not permit any WEST Group Member to, incur, create, issue, assume, guarantee or otherwise become liable for or with respect to, or become responsible for the payment of, contingently or otherwise, whether present or future, Indebtedness, other than:

WEST will not, and will not permit any other WEST Group Member to, (i) declare or pay any dividend or make any distribution on its Stock held by Persons other than any WEST Group Member; provided that, so long as no Event of Default shall have occurred and be continuing and to the extent there are available funds therefor in the Collections Account on the applicable Payment Date, WEST may make payments on the Beneficial Interest Certificates to the extent of the aggregate amount of distributions made to WEST pursuant to Section 3.13 hereof or any Supplement relating to a Series of Notes; (ii) purchase, redeem, retire or otherwise acquire for value any Beneficial Interest in WEST or any shares of Stock in any WEST Group Member held by or on behalf of Persons other than any WEST Group Member or any Permitted Holder; (iii) make any interest, principal or premium, if any, payment on the Notes or make any voluntary or optional repurchase, defeasance or other acquisition or retirement for value of Indebtedness of WEST or any other WEST Group Member that is not owed to a Person other than any WEST Group Member other than in accordance with the Notes and this Indenture or the Related Documents; provided that WEST may repurchase, defease or otherwise acquire or retire any of the Notes from a source other than from Collections (other than that portion of Collections that would otherwise be distributable to WEST in accordance with Section 3.13 hereof) so long as any additional Series of Notes of WEST issued in connection with such transactions have

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been issued in accordance with the terms of this Indenture; 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 shall mean 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.

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.

WEST will not, and will not permit any WEST Group Member to, engage in any business or activity other than:

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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:

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WEST will not, and will not permit any WEST Group Member to, directly or indirectly, enter into, renew or extend any transaction (including, without limitation, the purchase, sale, lease or exchange of property or assets, or the rendering of any service) with any Affiliate of WEST or any WEST Group Member, except upon fair and reasonable terms no less favorable to WEST or such WEST Group Member than could be obtained, at the time of such transaction or at the time of the execution of the agreement providing therefor, in a comparable arm’s-length transaction with a Person that is not such an Affiliate, provided, that the foregoing restriction does not limit or apply to the following:

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Except as expressly permitted by the Trust Agreement, WEST will not (i) issue, deliver or sell any Stock or (ii) sell, or permit any WEST Group Member, directly or indirectly, to issue, deliver or sell, any Stock (in each case, however designated, whether voting or non-voting, other than the Beneficial Interests in WEST existing on the Closing Date), except for the following:

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WEST will promptly provide the Indenture Trustee and the Rating Agencies with written notice of the institution of any proceeding by or against WEST or any other WEST Group Member, as the case may be, seeking to adjudicate any of them a bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of their debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for either or for any substantial part of their property. WEST will not take any action to waive, repeal, amend, vary, supplement or otherwise modify its charter documents or any provision of the Trust Agreement or permit any WEST Group Member to do so to any of its charter documents that would adversely affect the rights, privileges or preferences of any Noteholder, as evidenced by a unanimous written resolution of the Controlling Trustees and the Independent Controlling Trustee and a Rating Agency Confirmation. WEST will not, without an affirmative unanimous written resolution of the Controlling Trustees and the Independent Controlling Trustee and a Rating Agency Confirmation, take any action to waive, repeal, amend, vary, supplement or otherwise modify the provision of the Trust Agreement which requires a unanimous resolution of the Controlling Trustees and the Independent Controlling Trustee, or limits the actions of Beneficial Interest holders, with respect to voluntary insolvency proceedings or consents to involuntary insolvency proceedings.

WEST will duly and punctually pay the principal, premium, if any, and interest on the Notes in accordance with the terms of this Indenture and the applicable Supplement and Notes.

WEST will not, and will not permit any WEST Group Member to, employ or maintain any employees other than as required by any provisions of local law. Trustees and directors shall not be deemed to be employees for purposes of this Section 5.02(l).

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(ii) WEST will maintain, directly or through one or more WEST Group Members, Currency Hedge Agreements in the event that the aggregate Adjusted Borrowing Value of Engines subject to Leases under which Lease Payments are denominated in a currency other than Dollars exceeds five percent (5%) of the Aggregate Adjusted Borrowing Value.

(iii) Nothing contained in this section shall otherwise limit the ability of WEST to enter into interest rate caps or collars with respect to Engines that are then subject to Hedged Leases.

Section 5.03 Portfolio Covenants.

WEST covenants with the Indenture Trustee as follows:

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Proceeds to be received by WEST and its Subsidiaries from such Engine Disposition are deposited, at the election of the Controlling Trustees, into (x) a Qualified Escrow Account maintained by a Qualified Intermediary, or (y) the Engine Replacement Account, or (z) the Collections Account, (C) the sum of the Adjusted Borrowing Values of all Engines sold by WEST and WEST Subsidiaries, including sales of Engines in connection with a Replacement Exchange but excluding any Engine Disposition (whether or not in connection with a Replacement Exchange) resulting from a Total Loss, in any twelve (12) month period does not exceed *** of the Aggregate Adjusted Borrowing Value (measured for the twelve (12) month period ending on the date of such Engine Disposition), (D) no Event of Default is then continuing, and (E) such sale, transfer or disposition has been approved by a Special Majority of the Controlling Trustees;

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

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*** during the period beginning on the Initial Closing Date and ending on the fourth (4th) anniversary of the Initial Closing Date and *** thereafter, and

(i) Mandatory Engine Modifications may be funded out of (A) that portion of the Balance in the Engine Reserve Account that does not consist of Segregated Funds, and (B) to the extent that the amounts set forth in (A) are not sufficient to pay such amounts in full, out of the Available Collections Amount to the extent provided in Section 3.13; and

(ii) Discretionary Engine Modifications may be funded from (A) advances under any Series of Warehouse Notes then outstanding (subject to the terms of the related Supplement), (B) in a Replacement Exchange from the proceeds of a Permitted Engine Disposition only to fund Qualified Engine Modifications, and (C) proceeds from the issuance of Additional Series of Notes issued for that purpose under the Indenture and/or the proceeds from the issuance of Additional Certificates issued for that purpose, provided that in the case of any Discretionary Engine Modification, the Controlling Trustees shall have determined that there is expected to be a proportionate increase in the value or marketability of an Engine as a result of such Discretionary Engine Modification.

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

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an Engine to a Person that is or was a Lessee under a pre-existing Lease, or (z) the leasing of an Engine to a Person that is or was a Lessee under an operating lease of an engine that is being managed or serviced by the Servicer (such Future Lease, a “Renewal Lease”), a form of lease substantially similar to such pre-existing Lease or operating lease (a “Precedent Lease”), as the case may be, may be used by the Servicer, in lieu of the Pro Forma Lease on behalf of WEST or any other WEST Group Member as a starting point in the negotiation of such Future Lease with Persons who are not a WEST Group Member or any of their respective Affiliates. The terms of the Pro Forma Lease may be revised from time to time by the Servicer or Back-Up Servicer, provided that any such revisions shall be consistent with the Core Lease Provisions.

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Section 5.04 Operating Covenants.

WEST covenants with the Indenture Trustee as follows, provided that any of the following covenants with respect to the Engines shall not be deemed to have been breached by virtue of any act or omission of a Lessee or sub-lessee, or of any Person which has possession of an Engine for the purpose of repairs, maintenance, modification or storage, or by virtue of any requisition, seizure, or confiscation of an Engine (other than seizure or confiscation arising from a breach by WEST or any other WEST Group Member of such covenant) (each, a “Third Party Event”), so long as (i) neither WEST nor any other WEST Group Member consents or has consented to such Third Party Event; and (ii) WEST or any other WEST Group Member which is the lessor or owner of such Engine promptly and diligently takes such commercially reasonable actions as a leading international engine operating lessor would reasonably take in respect of such Third Party Event, including, as deemed appropriate (taking into account, among other things, the laws of the jurisdiction in which such Engine is located), seeking to compel such Lessee or other relevant Person to remedy such Third Party Event or seeking to repossess the relevant Engine:

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In determining the amount of insurance required to be maintained by this Section 5.04(h), WEST may take into account any indemnification from, or insurance provided by, any governmental, supranational or inter-governmental authority or agency (other than, with respect to PRI, any governmental authority or agency of any jurisdiction for which PRI must be obtained), the sovereign foreign currency debt of which is rated at least AA, or the equivalent, by at least one of the Rating Agencies, against any risk with respect to an Engine at least in an amount which, when added to the amount of insurance against such risk maintained by WEST (or which WEST has caused to be maintained), shall be at least equal to the amount of insurance against such risk otherwise required by this Section 5.04(h) (taking into account self-insurance permitted by this Section 5.04(h)). Any such indemnification or insurance provided by such government shall provide substantially similar protection as the insurance required by this Section 5.04(h). WEST will not be required to maintain (or to cause to be maintained) any insurance otherwise required hereunder to the extent that such insurance is not generally available in the relevant insurance market at commercially reasonable rates from time to time.

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ARTICLE VI

THE INDENTURE TRUSTEE

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The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within its rights or powers or for any action it takes or omits to take in accordance with the direction of the Holders in accordance with Section 4.11 hereof relating to the time, method and place of conducting any proceeding for any remedy available to the Indenture Trustee, or exercising any trust or power conferred upon the Indenture Trustee, under this Indenture.

The Indenture Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a custodian or nominee, and the Indenture Trustee shall not be responsible for any misconduct or negligence on the part of, or for the supervision of, any such agent, attorney, custodian or nominee appointed with due care by it hereunder.

The Indenture Trustee may consult with counsel as to any matter relating to this Indenture and any Opinion of Counsel or any advice of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or Opinion of Counsel.

The Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture, or to institute, conduct or defend any litigation hereunder or in relation hereto, at the request, order or direction of any of the Holders, pursuant to the provisions of this Indenture, unless such Holders shall have offered to the Indenture Trustee security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which may be incurred therein or thereby.

The Indenture Trustee shall not be required to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if there is reasonable ground for believing that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it, and none of the provisions contained in this Indenture shall in any event require the Indenture Trustee to perform, or be responsible or liable for the manner of performance of, any obligations of WEST or the Administrative Agent under this Indenture or any of the Related Documents.

The Indenture Trustee shall not be liable for any losses or Taxes (except for Taxes relating to any compensation, fees or commissions of any entity acting in its capacity as Indenture Trustee hereunder) or in connection with the selection of Permitted Investments or for any investment losses resulting from Permitted Investments.

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When the Indenture Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 4.01(f) or 4.01(g) hereof, such expenses (including the fees and expenses of its counsel) and the compensation for such services are intended to constitute expenses of administration under any bankruptcy law or law relating to creditors’ rights generally.

The Indenture Trustee shall not be charged with knowledge of an Event of Default unless a Responsible Officer of the Indenture Trustee obtains actual knowledge of such event or the Indenture Trustee receives written notice of such event from WEST, the Administrative Agent or Noteholders owning Notes aggregating not less than 10% of the outstanding principal amount of the Notes.

The Indenture Trustee shall have no duty to monitor the performance of WEST, the Servicer, the Administrative Agent or any other party to the Related Documents, nor shall it have any liability in connection with the malfeasance or nonfeasance by such parties. The Indenture Trustee shall have no liability in connection with compliance by WEST, the Servicer, the Administrative Agent or any Lessee under a Lease with statutory or regulatory requirements related to any Engine or any Lease. The Indenture Trustee shall not make or be deemed to have made any representations or warranties with respect to any Engine or any Lease or the validity or sufficiency of any assignment or other disposition of any Engine or any Lease.

The Indenture Trustee shall not be liable for any error of judgment reasonably made in good faith by an officer or officers of the Indenture Trustee, unless it shall be determined by a court of competent jurisdiction in a non-appealable judgment that the Indenture Trustee was grossly negligent or willfully blind in making such judgment.

Except as expressly set forth in the Related Documents, Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, entitlement order, approval or other paper document, unless any such Related Document directs the Indenture Trustee to make such investigation.

The Indenture Trustee shall have no obligation to invest and reinvest any cash held in the Accounts in the absence of timely and specific written investment direction from the Administrative Agent or as expressly provided herein or in a Supplement hereto. In no event shall the Indenture Trustee be liable for the selection of investments or for investment losses incurred thereon in accordance with the Related Documents. The Indenture Trustee shall have no liability in respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity in accordance with the Related Documents or by any other Person or the failure of the Administrative Agent to provide timely written investment direction.

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ARTICLE VII

SUCCESSOR TRUSTEES

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ARTICLE VIII

INDEMNITY

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ARTICLE IX

SUPPLEMENTAL INDENTURES

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Prior to the execution of any Supplement issued pursuant to this Section 9.02, WEST shall provide a written notice to each Rating Agency setting forth in general terms the substance of any such Supplement. WEST shall not amend Section 3.13 in any manner that would adversely affect any Eligible Hedge Counterparty without its prior consent.

In executing, or accepting the additional terms created by, a Supplement permitted by this Article IX or the modification thereby of the terms created by this Indenture, the Indenture Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of such Supplement is authorized or permitted by this Indenture. The Indenture Trustee may, but shall not be obligated to, enter into any such Supplement which affects the Indenture Trustee’s own rights, duties or immunities under this Indenture or otherwise.

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Upon the execution of any Supplement under this Article, this Indenture shall be modified in accordance therewith, and such Supplement shall form a part of this Indenture for all purposes, and every Holder of Notes theretofore or thereafter authenticated and delivered hereunder shall be bound thereby.

Notes authenticated and delivered after the execution of any Supplement pursuant to this Article may, and shall if required by WEST, bear a notation in form as to any matter provided for in such Supplement. If WEST shall so determine, new Notes so modified as to conform may be prepared and executed by WEST and authenticated and delivered by the Indenture Trustee in exchange for Outstanding Notes.

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Upon satisfaction of the above conditions, the Indenture Trustee shall execute the Supplement and authenticate and deliver the Notes of such Series.

In addition, as set forth in the Supplements, WEST is prohibited from issuing any Additional Series of Notes without confirmation in writing that the aggregate Outstanding Principal Balance of all Series then Outstanding and the Additional Series to be issued does not exceed the Senior Borrowing Base or the Junior Borrowing Base, as the case may be.

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

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ARTICLE X

MODIFICATION AND WAIVER

In the event that the Indenture Trustee receives a request for its consent to an amendment, modification or waiver under the Indenture, the Notes or any Related Document relating to the Notes, the Indenture Trustee shall mail a notice of such proposed amendment, modification or waiver to each Noteholder asking whether or not to consent to such amendment, modification or waiver if such Noteholder’s consent is required pursuant to the Indenture; provided that any amendment, modification or waiver of the provisions described in Section 9.02 hereof is not permitted without the consent of each Noteholder of any Notes affected thereby; provided further, however, that any Event of Default may be waived in accordance with Section 4.04 hereof. The foregoing, however, shall not prevent WEST or any Subsidiary from amending any Lease of an Engine, provided that such amendment is otherwise permitted by the Indenture.

It shall not be necessary for the consent of the Holders under this Section 10.01 to approve the particular form of any proposed amendment, modification or waiver, but it shall be sufficient if such consent approves the substance thereof. Any such modification approved by a Requisite Majority will be binding on all Noteholders.

WEST shall give each Rating Agency prior notice of any amendment under this Section 10.01 and any amendments of the constitutive documents by WEST or any other WEST Group Member, and, after an amendment under this Section 10.01 becomes effective, WEST shall mail to the Holders and the Rating Agencies a notice briefly describing such amendment. Any failure of WEST to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment.

After an amendment under this Section 10.01 becomes effective, it shall bind every Holder, whether or not notation thereof is made on any Note held by such Holder.

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Subject to Section 9.01 hereof, the Indenture Trustee may agree, without the consent of any Noteholder, to any modification (other than those referred to in Section 10.01) of, or the waiver or authorization of any breach or prospective breach of, any provision of any Related Document or of the relevant Notes to correct a manifest error or an error which is of a formal, minor or technical nature. Any such modification shall be notified to the Holders as soon as practicable thereafter and shall be binding on all the Holders.

The subordination provisions contained in Section 3.13 and Article XI hereof may not be amended or modified without the consent of each Noteholder of the Notes affected thereby and each Noteholder of Notes ranking senior thereto. In no event shall the provisions set forth in Section 3.13 relating to the priority of the Service Provider Fees, Operating Expenses and Hedge Payments be amended or modified.

In executing, or accepting the additional trusts created by, any amendment or modification to this Indenture permitted by this Article X or the modifications thereby of the trusts created by this Indenture, the Indenture Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Officer’s Certificate and an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Indenture. The Indenture Trustee may, but shall not be obligated to, enter into any such amendment which affects the Indenture Trustee’s own rights, duties or immunities under this Indenture or otherwise.

ARTICLE XI

SUBORDINATION

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(a) When (i) WEST delivers to the Indenture Trustee all Outstanding Notes (other than Notes replaced pursuant to Section 2.08 hereof) for cancellation or (ii) all Outstanding Notes have become due and payable, whether at maturity or as a result of the mailing of a Redemption Notice pursuant to Section 3.16(a) hereof and WEST irrevocably deposits in the Redemption/Defeasance Account funds sufficient to pay at maturity, or upon Redemption of, all Outstanding Notes, including interest thereon to maturity or the Redemption Date (other than Notes replaced pursuant to Section 2.08), and if in either case WEST pays all other sums payable hereunder by WEST, then this Indenture shall, subject to Section 12.01(c), cease to be of further effect. The Indenture Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of WEST accompanied by an Officers’ Certificate and an opinion of counsel, at the cost and expense of WEST, to the effect that any conditions precedent to a discharge of this Indenture have been met.

If WEST exercises its legal defeasance option, payment of any Notes subject to such legal defeasance may not be accelerated because of an Event of Default. If WEST exercises its covenant defeasance option, payment of the Notes may not be accelerated because of an Event of Default (other than with respect to a failure to comply with Section 5.02(j), 4.01(a), 4.01(b), 4.01(c), 4.01(f) and 4.01(g).

Upon satisfaction of the conditions set forth herein and upon request of WEST, the Indenture Trustee shall acknowledge in writing the discharge of those obligations that WEST terminates.

WEST may exercise its legal defeasance option or its covenant defeasance option only if:

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The Indenture Trustee shall hold in trust in the Redemption/Defeasance Account money, U.S. Government Obligations or Corporate Obligations deposited with it pursuant to this Article XII. It shall apply the deposited money and the money from U.S. Government Obligations or Corporate Obligations in accordance with this Indenture to the payment of principal, premium, if any, and interest on the Class or Series of Notes. Money and securities so held in trust are not subject to Article X hereof.

The Indenture Trustee shall promptly turn over to WEST upon request any excess money or securities held by it at any time.

Subject to any applicable abandoned property law, the Indenture Trustee shall pay to WEST upon written request any money held by it for the payment of principal or interest that remains unclaimed for two (2) years and, thereafter, Noteholders entitled to the money must look to WEST for payment as general creditors. Such unclaimed funds shall remain uninvested and in no event shall the Indenture Trustee be liable for interest on such unclaimed funds.

WEST shall pay and shall indemnify the Indenture Trustee against any tax, fee or other charge imposed on or assessed against deposited U.S. Government Obligations or Corporate Obligations, or the principal and interest received on such U.S. Government Obligations or Corporate Obligations.

If the Indenture Trustee is unable to apply any money or U.S. Government Obligations or Corporate Obligations in accordance with this Article XII by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, WEST’s obligations under this Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to this Article XII until such time as the Indenture Trustee is permitted to apply all such money, U.S. Government Obligations or Corporate Obligations in accordance with this Article XII; provided, however, that, if WEST has made any payment of interest on or principal of any Notes because

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of the reinstatement of its obligations, WEST shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money, U.S. Government Obligations or Corporate Obligations held by the Indenture Trustee.

If WEST for any reason fails to observe or punctually to perform any of its obligations to the Indenture Trustee, whether under this Indenture or any of the other Related Documents or otherwise, the Indenture Trustee shall have power (but shall have no obligation), on behalf of or in the name of WEST or otherwise, to perform such obligations and to take any steps which the Indenture Trustee may, in its absolute discretion, consider appropriate with a view to remedying, or mitigating the consequences of, such failure by WEST; provided that no exercise or failure to exercise this power by the Indenture Trustee shall in any way prejudice the Indenture Trustee’s other rights under this Indenture or any of the other Related Documents.

Any waiver by any party of any provision of this Indenture or any right, remedy or option hereunder shall only prevent and estop such party from thereafter enforcing such provision, right, remedy or option if such waiver is given in writing and only as to the specific instance and for the specific purpose for which such waiver was given. The failure or refusal of any party hereto to insist in any one or more instances, or in a course of dealing, upon the strict performance of any of the terms or provisions of this Indenture by any party hereto or the partial exercise of any right, remedy or option hereunder shall not be construed as a waiver or relinquishment of any such term or provision, but the same shall continue in full force and effect. No failure on the part of the Indenture Trustee to exercise, and no delay on its part in exercising, any right or remedy under this Indenture will operate as a waiver thereof, nor will any single or partial exercise of any right or remedy preclude any other or further exercise thereof or the exercise of any other right or remedy. The rights and remedies provided in this Indenture are cumulative and not exclusive of any rights or remedies provided by law.

In the event that any provision of this Indenture or the application thereof to any party hereto or to any circumstance or in any jurisdiction governing this Indenture shall, to any extent, be invalid or unenforceable under any applicable statute, regulation or rule of law, then such provision shall be deemed inoperative to the extent that it is invalid or unenforceable and the remainder of this Indenture, and the application of any such invalid or unenforceable provision to the parties, jurisdictions or circumstances other than to whom or to which it is held invalid or unenforceable, shall not be affected thereby nor shall the same affect the validity or enforceability of this Indenture. The parties hereto further agree that the holding by any court of competent jurisdiction that any remedy pursued by the Indenture Trustee hereunder is

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unavailable or unenforceable shall not affect in any way the ability of the Indenture Trustee to pursue any other remedy available to it.

All notices, demands, certificates, requests, directions, instructions and communications hereunder (“Notices”) shall be in writing and shall be effective (a) upon receipt when sent through the mails, registered or certified mail, return receipt requested, postage prepaid, with such receipt to be effective the date of delivery indicated on the return receipt, or (b) one Business Day after delivery to an overnight courier, or (c) on the date personally delivered to an authorized officer of the party to which sent, or (d) on the date transmitted by legible telecopier transmission with a confirmation of receipt, in all cases addressed to the recipient as follows:

if to WEST, to:

Willis Engine Securitization Trust

c/o Wilmington Trust Company

1100 North Market Street

Rodney Square North

Wilmington, Delaware 19890

Attention: Corporate Trust Administrator

Facsimile: (302) 651-8882

with copies to:

Willis Lease Finance Corporation

2320 Marinship Way, Suite 300

Sausalito, CA 94965

Attention: General Counsel

Facsimile: (415) 275-5167

and

[ ]

Attention: [ ]

Facsimile: [ ]

if to the Administrative Agent, to:

Willis Lease Finance Corporation

2320 Marinship Way, Suite 300

Sausalito, CA 94965

Attention: General Counsel

Facsimile: (415) 275-5167

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if to the Indenture Trustee, the Security Trustee, the Note Registrar or the Paying Agent, to:

Deutsche Bank Trust Company Americas

60 Wall Street

New York, New York 10005

Attention: TSS-Structured Finance

Facsimile: 212-797-8606

if to the Servicer, to:

Willis Lease Finance Corporation

2320 Marinship Way, Suite 300

Sausalito, CA 94965

Attention: General Counsel

Facsimile: (415) 275-5167

if to the Rating Agencies, to:

Fitch, Inc.

55 E. Monroe, Suite 3500
Chicago, IL 60603
Attention: ABS Monitoring-Equipment Leases
Facsimile: [ ]

Moody’s Investors Service, Inc.
99 Church Street
New York, New York 10007
Attention: Monitoring Group
Facsimile: (212) 553-0573

A copy of each notice given hereunder to any party hereto shall also be given to each of the other parties hereto. Each party hereto may, by notice given in accordance herewith to each of the other parties hereto, designate any further or different address to which subsequent Notices shall be sent.

This Indenture shall be a continuing obligation of WEST and shall (i) be binding upon WEST and its successors and assigns and (ii) inure to the benefit of and be enforceable by the Indenture Trustee, and by its successors, transferees and assigns. WEST may not assign any of its obligations under the Indenture, or delegate any of its duties hereunder.

(a) If any amount is received or recovered by the Administrative Agent, the Servicer or the Indenture Trustee in respect of this Indenture or any part thereof (whether as a result of the enforcement of the security created under the Security Trust Agreement or pursuant

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to this Indenture or any judgment or order of any court or in the liquidation or dissolution of WEST or by way of damages for any breach of any obligation to make any payment under or in respect of WEST’s obligations hereunder or any part thereof or otherwise) in a currency (the “Received Currency”) other than the currency in which such amount was expressed to be payable (the “Agreed Currency”), then the amount in the Received Currency actually received or recovered by the Indenture Trustee shall, to the fullest extent permitted by Applicable Law, only constitute a discharge to WEST to the extent of the amount of the Agreed Currency which the Administrative Agent, the Servicer or the Indenture Trustee was or would have been able in accordance with its normal procedures to purchase on the date of actual receipt or recovery (or, if that is not practicable, on the next date on which it is so practicable), and, if the amount of the Agreed Currency which the Administrative Agent, the Servicer or the Indenture Trustee is or would have been so able to purchase is less than the amount of the Agreed Currency which was originally payable by WEST, WEST shall pay to the Administrative Agent, the Servicer or the Indenture Trustee such amount as the Administrative Agent, Servicer or the Indenture Trustee shall determine to be necessary to indemnify such Person against any Loss sustained by it as a result (including the cost of making any such purchase and any premiums, commissions or other charges paid or incurred in connection therewith) and so that such indemnity, to the fullest extent permitted by Applicable Law, (i) shall constitute a separate and independent obligation of WEST distinct from its obligation to discharge the amount which was originally payable by WEST and (ii) shall give rise to a separate and independent cause of action and apply irrespective of any indulgence granted by the Administrative Agent, the Servicer or the Indenture Trustee and continue in full force and effect notwithstanding any judgment, order, claim or proof for a liquidated amount in respect of the amount originally payable by WEST or any judgment or order and no proof or evidence of any actual loss shall be required.

The Security Trustee may at any time after the service of a Default Notice apply to any court of competent jurisdiction for an order that the terms of this Indenture be carried into execution under the direction of such court and for the appointment of a receiver of the Collateral or any part thereof and for any other order in relation to the administration of this Indenture as the Requisite Majority shall deem fit and it may assent to or approve any application to any court of competent jurisdiction made at the instigation of any of the Noteholders and shall be

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indemnified by WEST against all costs, charges and expenses incurred by it in relation to any such application or proceedings.

THIS INDENTURE SHALL IN ALL RESPECTS BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAWS BUT OTHERWISE WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES.

(a) Each of the parties hereto agrees that the United States federal and New York State courts located in The City of New York shall have jurisdiction to hear and determine any suit, action or proceeding, and to settle any disputes, which may arise out of or in connection with this Indenture and, for such purposes, submits to the jurisdiction of such courts. Each of the parties hereto waives any objection which it might now or hereafter have to the United States federal or New York State courts located in The City of New York being nominated as the forum to hear and determine any suit, action or proceeding, and to settle any disputes, which may arise out of or in connection with this Indenture and agrees not to claim that any such court is not a convenient or appropriate forum. Each of the parties hereto agrees that the process by which any suit, action or proceeding is begun may be served on it by being delivered in connection with any suit, action or proceeding in The City of New York to the Person named as the process agent of such party in Schedule 5 at the address set out therein or at the principal New York City office of such process agent, if not the same.

This Indenture may be executed in two or more counterparts by the parties hereto, and each such counterpart shall be considered an original and all such counterparts shall constitute one and the same instrument.

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The Table of Contents and headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part hereof and shall in no way modify or restrict any of the terms and provisions hereof.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed, all as of the date first written above.

	WILLIS ENGINE SECURITIZATION TRUST,
	as Issuer


	By:	/s/ Monica J. Burke
	Name: Monica J. Burke
	Title: Controlling Trustee


	DEUTSCHE BANK TRUST COMPANY AMERICAS, not in its individual capacity but solely as Indenture Trustee


	By:	/s/ Peter T. Becker
	Name: Peter T. Becker
	Title: Vice President

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SCHEDULE 1

ENGINE SUBSIDIARIES

WEST Engine Funding LLC, a Delaware limited liability company

SCHEDULE 2

ENGINE TRUSTS

Trust Agreement No. 30771 dated as of February 16, 2005, between WEST Engine Funding, LLC (formerly known as Willis Engine Funding, LLC), as Owner Participant, and Wells Fargo Bank Northwest, National Association, as Owner Trustee.

Trust Agreement No. 311498 dated as of December 19, 2002, between WEST Engine Funding, LLC (formerly known as Willis Engine Funding, LLC), as Owner Participant, and Wells Fargo Bank Northwest, National Association, as Owner Trustee.

Trust Agreement No. 312234 dated as of December 19, 2002, between WEST Engine Funding, LLC (formerly known as Willis Engine Funding, LLC), as Owner Participant, and Wells Fargo Bank Northwest, National Association, as Owner Trustee.

Trust Agreement No. 575283 dated as of September 12, 2002, between WEST Engine Funding, LLC (formerly known as Willis Engine Funding, LLC), as Owner Participant, and Wells Fargo Bank Northwest, National Association, as Owner Trustee.

Trust Agreement No. 575573 dated as of March 18, 2003, between WEST Engine Funding, LLC (formerly known as Willis Engine Funding, LLC), as Owner Participant, and Wells Fargo Bank Northwest, National Association, as Owner Trustee.

Trust Agreement No. 577214 dated as of February 14, 2005, between WEST Engine Funding, LLC (formerly known as Willis Engine Funding, LLC), as Owner Participant, and Wells Fargo Bank Northwest, National Association, as Owner Trustee.

Trust Agreement No. 695530 dated as of March 18, 2003, between WEST Engine Funding, LLC (formerly known as Willis Engine Funding, LLC), as Owner Participant, and Wells Fargo Bank Northwest, National Association, as Owner Trustee.

Trust Agreement No. 704371 dated as of December 19, 2002, between WEST Engine Funding, LLC (formerly known as Willis Engine Funding, LLC), as Owner Participant, and Wells Fargo Bank Northwest, National Association, as Owner Trustee.

Trust Agreement No. 704447 dated as of December 19, 2002, between WEST Engine Funding, LLC (formerly known as Willis Engine Funding, LLC), as Owner Participant, and Wells Fargo Bank Northwest, National Association, as Owner Trustee.

Trust Agreement No. 704638 dated as of September 12, 2002, between WEST Engine Funding, LLC (formerly known as Willis Engine Funding, LLC), as Owner Participant, and Wells Fargo Bank Northwest, National Association, as Owner Trustee.

Trust Agreement No. 708173 dated as of February 4, 2005, between WEST Engine Funding, LLC (formerly known as Willis Engine Funding, LLC), as Owner Participant, and Wells Fargo Bank Northwest, National Association, as Owner Trustee.

Trust Agreement No. 716430 dated as of September 12, 2002, between WEST Engine Funding, LLC (formerly known as Willis Engine Funding, LLC), as Owner Participant, and Wells Fargo Bank Northwest, National Association, as Owner Trustee.

Trust Agreement No. 716779 dated as of September 12, 2002, between WEST Engine Funding, LLC (formerly known as Willis Engine Funding, LLC), as Owner Participant, and Wells Fargo Bank Northwest, National Association, as Owner Trustee.

Trust Agreement No. 718210 dated as of September 22, 2002, between WEST Engine Funding, LLC (formerly known as Willis Engine Funding, LLC), as Owner Participant, and Wells Fargo Bank Northwest, National Association, as Owner Trustee.

Trust Agreement No. 718262 dated as of October 10, 2002, between WEST Engine Funding, LLC (formerly known as Willis Engine Funding, LLC), as Owner Participant, and Wells Fargo Bank Northwest, National Association, as Owner Trustee.

Trust Agreement No. 721877 dated as of September 12, 2002, between WEST Engine Funding, LLC (formerly known as Willis Engine Funding, LLC), as Owner Participant, and Wells Fargo Bank Northwest, National Association, as Owner Trustee.

Trust Agreement No. 724721 dated as of November 6, 2002, between WEST Engine Funding, LLC (formerly known as Willis Engine Funding, LLC), as Owner Participant, and Wells Fargo Bank Northwest, National Association, as Owner Trustee.

Trust Agreement No. 724862 dated as of January 12, 2005, between WEST Engine Funding, LLC (formerly known as Willis Engine Funding, LLC), as Owner Participant, and Wells Fargo Bank Northwest, National Association, as Owner Trustee.

Trust Agreement No. 725183 dated as of September 12, 2002, between WEST Engine Funding, LLC (formerly known as Willis Engine Funding, LLC), as Owner Participant, and Wells Fargo Bank Northwest, National Association, as Owner Trustee.

Trust Agreement No. 725434 dated as of July 20, 2005, between WEST Engine Funding, LLC (formerly known as Willis Engine Funding, LLC), as Owner Participant, and Wells Fargo Bank Northwest, National Association, as Owner Trustee.

Trust Agreement No. 725522 dated as of November 26, 2002, between WEST Engine Funding, LLC (formerly known as Willis Engine Funding, LLC), as Owner Participant, and Wells Fargo Bank Northwest, National Association, as Owner Trustee.

Trust Agreement No. 726169 dated as of February 2, 2005, between WEST Engine Funding, LLC (formerly known as Willis Engine Funding, LLC), as Owner Participant, and Wells Fargo Bank Northwest, National Association, as Owner Trustee.

Trust Agreement No. 726173 dated as of February 2, 2005, between WEST Engine Funding, LLC (formerly known as Willis Engine Funding, LLC), as Owner Participant, and Wells Fargo Bank Northwest, National Association, as Owner Trustee.

Trust Agreement No. 726195 dated as of February 2, 2005, between WEST Engine Funding, LLC (formerly known as Willis Engine Funding, LLC), as Owner Participant, and Wells Fargo Bank Northwest, National Association, as Owner Trustee.

Trust Agreement No. 726203 dated as of February 2, 2005, between WEST Engine Funding, LLC (formerly known as Willis Engine Funding, LLC), as Owner Participant, and Wells Fargo Bank Northwest, National Association, as Owner Trustee.

Trust Agreement No. 727057 dated as of September 12, 2002, between WEST Engine Funding, LLC (formerly known as Willis Engine Funding, LLC), as Owner Participant, and Wells Fargo Bank Northwest, National Association, as Owner Trustee.

Trust Agreement No. 727255 dated as of March 18, 2003, between WEST Engine Funding, LLC (formerly known as Willis Engine Funding, LLC), as Owner Participant, and Wells Fargo Bank Northwest, National Association, as Owner Trustee.

Trust Agreement No. 727340 dated as of September 12, 2002, between WEST Engine Funding, LLC (formerly known as Willis Engine Funding, LLC), as Owner Participant, and Wells Fargo Bank Northwest, National Association, as Owner Trustee.

Trust Agreement No. 727393 dated as of September 12, 2002, between WEST Engine Funding, LLC (formerly known as Willis Engine Funding, LLC), as Owner Participant, and Wells Fargo Bank Northwest, National Association, as Owner Trustee.

Trust Agreement No. 728154 dated as of October 4, 2002, between WEST Engine Funding, LLC (formerly known as Willis Engine Funding, LLC), as Owner Participant, and Wells Fargo Bank Northwest, National Association, as Owner Trustee.

Trust Agreement No. 728173 dated as of September 12, 2002, between WEST Engine Funding, LLC (formerly known as Willis Engine Funding, LLC), as Owner Participant, and Wells Fargo Bank Northwest, National Association, as Owner Trustee.

Trust Agreement No. 731570 dated as of September 12, 2002, between WEST Engine Funding, LLC (formerly known as Willis Engine Funding, LLC), as Owner Participant, and Wells Fargo Bank Northwest, National Association, as Owner Trustee.

Trust Agreement No. 731812 dated as of December 19, 2002, between WEST Engine Funding, LLC (formerly known as Willis Engine Funding, LLC), as Owner Participant, and Wells Fargo Bank Northwest, National Association, as Owner Trustee.

Trust Agreement No. 731999 dated as of December 19, 2002, between WEST Engine Funding, LLC (formerly known as Willis Engine Funding, LLC), as Owner Participant, and Wells Fargo Bank Northwest, National Association, as Owner Trustee.

Trust Agreement No. 733172 dated as of September 12, 2002, between WEST Engine Funding, LLC (formerly known as Willis Engine Funding, LLC), as Owner Participant, and Wells Fargo Bank Northwest, National Association, as Owner Trustee.

Trust Agreement No. 733175 dated as of October 24, 2002, between WEST Engine Funding, LLC (formerly known as Willis Engine Funding, LLC), as Owner Participant, and Wells Fargo Bank Northwest, National Association, as Owner Trustee.

Trust Agreement No. 733186 dated as of October 23, 2002, between WEST Engine Funding, LLC (formerly known as Willis Engine Funding, LLC), as Owner Participant, and Wells Fargo Bank Northwest, National Association, as Owner Trustee.

Trust Agreement No. 733438 dated as of October 29, 2002, between WEST Engine Funding, LLC (formerly known as Willis Engine Funding, LLC), as Owner Participant, and Wells Fargo Bank Northwest, National Association, as Owner Trustee.

Trust Agreement No. 733471 dated as of October 21, 2002, between WEST Engine Funding, LLC (formerly known as Willis Engine Funding, LLC), as Owner Participant, and Wells Fargo Bank Northwest, National Association, as Owner Trustee.

Trust Agreement No. 733587 dated as of May 25, 2005, between WEST Engine Funding, LLC (formerly known as Willis Engine Funding, LLC), as Owner Participant, and Wells Fargo Bank Northwest, National Association, as Owner Trustee.

Trust Agreement No. 733715 dated as of December 19, 2002, between WEST Engine Funding, LLC (formerly known as Willis Engine Funding, LLC), as Owner Participant, and Wells Fargo Bank Northwest, National Association, as Owner Trustee.

Trust Agreement No. 733758 dated as of December 19, 2002, between WEST Engine Funding, LLC (formerly known as Willis Engine Funding, LLC), as Owner Participant, and Wells Fargo Bank Northwest, National Association, as Owner Trustee.

Trust Agreement No. 740342 dated as of September 12, 2002, between WEST Engine Funding, LLC (formerly known as Willis Engine Funding, LLC), as Owner Participant, and Wells Fargo Bank Northwest, National Association, as Owner Trustee.

Trust Agreement No. 741414 dated as of September 12, 2002, between WEST Engine Funding, LLC (formerly known as Willis Engine Funding, LLC), as Owner Participant, and Wells Fargo Bank Northwest, National Association, as Owner Trustee.

Trust Agreement No. 741573 dated as of October 23, 2002, between WEST Engine Funding, LLC (formerly known as Willis Engine Funding, LLC), as Owner Participant, and Wells Fargo Bank Northwest, National Association, as Owner Trustee.

Trust Agreement No. 741822 dated as of March 18, 2003, between WEST Engine Funding, LLC (formerly known as Willis Engine Funding, LLC), as Owner Participant, and Wells Fargo Bank Northwest, National Association, as Owner Trustee.

Trust Agreement No. 779194 dated as of October 4, 2002, between WEST Engine Funding, LLC (formerly known as Willis Engine Funding, LLC), as Owner Participant, and Wells Fargo Bank Northwest, National Association, as Owner Trustee.

Trust Agreement No. 779484 dated as of September 12, 2002, between WEST Engine Funding, LLC (formerly known as Willis Engine Funding, LLC), as Owner Participant, and Wells Fargo Bank Northwest, National Association, as Owner Trustee.

Trust Agreement No. 856690 dated as of March 25, 2005, between WEST Engine Funding, LLC (formerly known as Willis Engine Funding, LLC), as Owner Participant, and Wells Fargo Bank Northwest, National Association, as Owner Trustee.

Trust Agreement No. 858327 dated as of September 12, 2002, between WEST Engine Funding, LLC (formerly known as Willis Engine Funding, LLC), as Owner Participant, and Wells Fargo Bank Northwest, National Association, as Owner Trustee.

Trust Agreement No. 858788 dated as of September 12, 2002, between WEST Engine Funding, LLC (formerly known as Willis Engine Funding, LLC), as Owner Participant, and Wells Fargo Bank Northwest, National Association, as Owner Trustee.

Trust Agreement No. 858789 dated as of September 12, 2002, between WEST Engine Funding, LLC (formerly known as Willis Engine Funding, LLC), as Owner Participant, and Wells Fargo Bank Northwest, National Association, as Owner Trustee.

Trust Agreement No. 872554 dated as of May 12, 2003, between WEST Engine Funding, LLC (formerly known as Willis Engine Funding, LLC), as Owner Participant, and Wells Fargo Bank Northwest, National Association, as Owner Trustee.

Trust Agreement No. 874243 dated as of September 12, 2002, between WEST Engine Funding, LLC (formerly known as Willis Engine Funding, LLC), as Owner Participant, and Wells Fargo Bank Northwest, National Association, as Owner Trustee.

Trust Agreement No. 876272 dated as of February 22, 2005, between WEST Engine Funding, LLC (formerly known as Willis Engine Funding, LLC), as Owner Participant, and Wells Fargo Bank Northwest, National Association, as Owner Trustee.

Trust Agreement No. 888763 dated as of March 3, 2005, between WEST Engine Funding, LLC (formerly known as Willis Engine Funding, LLC), as Owner Participant, and Wells Fargo Bank Northwest, National Association, as Owner Trustee.

Trust Agreement No. 890704 dated as of January 12, 2005, between WEST Engine Funding, LLC (formerly known as Willis Engine Funding, LLC), as Owner Participant, and Wells Fargo Bank Northwest, National Association, as Owner Trustee.

Trust Agreement No. 890988 dated as of September 10, 2004, between WEST Engine Funding, LLC (formerly known as Willis Engine Funding, LLC), as Owner Participant, and Wells Fargo Bank Northwest, National Association, as Owner Trustee.

SCHEDULE 3

LEASING SUBSIDIARIES

NONE

SCHEDULE 4

INITIAL ENGINES

Manufacturer	Model	ESN

Rolls Royce	RB211-535E4	30771
Rolls Royce	3007A	311498
Rolls Royce	3007A	312234
CFM International	CFM56-5B	575283
CFM International	CFM56-5B	575573
CFM International	CFM56-5B	577214
General Electric	CF6-80C2A	695530
General Electric	CF6-80C2B	704371
General Electric	CF6-80C2B	704447
General Electric	CF6-80C2D1F	704638
Pratt & Whitney	JT8D-200	708173
Pratt & Whitney	PW2037	716430
Pratt & Whitney	JT8D-200	716779
Pratt & Whitney	JT8D-200	718210
Pratt & Whitney	JT8D-200	718262
CFM International	CFM56-3C1	721877
Pratt & Whitney	PW4060	724721
Pratt & Whitney	PW4158	724862
CFM International	CFM56-3C1	725183
Pratt & Whitney	JT8D-200	725434
CFM International	CFM56-3C1	725522
Pratt & Whitney	JT8D-200	726169
Pratt & Whitney	JT8D-200	726173
Pratt & Whitney	JT8D-200	726195
Pratt & Whitney	JT8D-200	726203
Pratt & Whitney	PW2037	727057
CFM International	CFM56-3C1	727255
Pratt & Whitney	PW4060	727340
Pratt & Whitney	PW4060	727393
Pratt & Whitney	JT8D-200	728154
Pratt & Whitney	JT8D-200	728173
CFM International	CFM56-5A	731570
CFM International	CFM56-5A	731812
CFM International	CFM56-5A	731999
CFM International	CFM56-5A	733172
CFM International	CFM56-5A	733175
CFM International	CFM56-5A	733186
Pratt & Whitney	PW4168A	733438
Pratt & Whitney	PW4168A	733471
Pratt & Whitney	PW4168A	733587
Pratt & Whitney	PW4462-3	733715

Pratt & Whitney	PW4462-3	733758
CFM International	CFM56-5C	740342
CFM International	CFM56-5C	741414
CFM International	CFM56-5C	741573
CFM International	CFM56-5C	741822
CFM International	CFM56-5B	779194
CFM International	CFM56-5B	779484
CFM International	CFM56-3C1	856690
CFM International	CFM56-3C1	858327
CFM International	CFM56-3C1	858788
CFM International	CFM56-3C1	858789
General Electric	CF34-3A/B	872554
CFM International	CFM56-7B	874243
CFM International	CFM56-7B	876272
CFM International	CFM56-7B	888763
CFM International	CFM56-7B	890704
CFM International	CFM56-7B	890988

SCHEDULE 5

AGENT FOR SERVICE OF PROCESS

Party	Jurisdiction	Appointed Agent

Willis Engine Securitization Trust	Delaware	Corporation Service Company 1133 Avenue of the Americas New York, NY 10036

WEST Engine funding LLC	Delaware	Corporation Service Company 1133 Avenue of the Americas New York, NY 10036

EXHIBIT A-1

FORM OF SERIES A TERM NOTE

WILLIS ENGINE SECURITIZATION TRUST

SERIES A1 FLOATING RATE SECURED NOTE

$[XX]		CUSIP No.:

		No.
		, 20

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 sum of Dollars ($ ), which sum shall be payable on each Payment Date on the dates and in the amounts set forth in the Indenture, dated as of August 9, 2005 (as amended, restated or otherwise modified from time to time, the “Indenture”) and the Series A1 Supplement, dated as of August 9, 2005 (as amended, restated or otherwise modified from time to time, the “Series A1 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 A1 Note on the dates and in the amounts set forth in the Indenture and the Series A1 Supplement. Capitalized terms not otherwise defined herein will have the meaning set forth in the Indenture and the Series A1 Supplement.

Payment of the principal of and interest on this Series A1 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 A1 Note is payable at the times and in the amounts set forth in the Indenture and the Series A1 Supplement by wire transfer of immediately available funds to the account designated by the Holder of record on the related Record Date.

This Series A1 Note is one of the authorized notes identified in the title hereto and issued in the aggregate principal amount of Dollars ($ ) pursuant to the Indenture and the Series A1 Supplement.

The Series A1 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 A1 Note is transferable as provided in the Indenture and the Series A1 Supplement, subject to certain limitations therein contained, only upon the books for registration and transfer kept by the Indenture Trustee, and only upon surrender of this Series A1 Note for transfer to the Indenture Trustee duly endorsed by, or accompanied by a written instrument of transfer in form reasonably satisfactory to the Indenture Trustee duly executed by, the registered Holder hereof or his attorney duly authorized in writing. The Indenture Trustee or WEST may require payment by the Holder of a sum sufficient to cover any tax expense or other

governmental charge payable in connection with any transfer or exchange of the Series A1 Notes.

WEST, the Indenture Trustee and any other agent of WEST may treat the person in whose name this Series A1 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 A1 Notes are subject to prepayment, at the times and subject to the conditions set forth in the Indenture and the Series A1 Supplement.

If an Indenture Event of Default shall occur and be continuing, the principal of and accrued interest on this Series A1 Note may be declared to be due and payable in the manner and with the effect provided in the Indenture and the Series A1 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 A1 Note and on all future holders of this Series A1 Note and of any Series A1 Note issued in lieu hereof whether or not notation of such consent is made upon this Series A1 Note. Supplements and amendments to the Indenture and the Series A1 Supplement may be made only to the extent and in circumstances permitted by the Indenture and the Series A1 Supplement.

The Holder of this Series A1 Note shall have no right to enforce the provisions of the Indenture and the Series A1 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 A1 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 A1 Supplement; provided, however, that nothing contained in the Indenture and the Series A1 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 A1 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 A1 Supplement.

This Series A1 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 A1 Supplement are herein incorporated by reference as if set forth herein in their entirety.

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 A1 Note shall not be entitled to any benefit under the Indenture and the Series A1 Supplement, or be valid or obligatory for any purpose.

IN WITNESS WHEREOF, Willis Engine Securitization Trust has caused this Series A1 Note to be duly executed by its duly authorized representative, on this day of , 20 .

	WILLIS ENGINE SECURITIZATION TRUST

	By:
		Name:
		Title:

This Note is one of the Series A1 Notes described in the within-mentioned Indenture and the Series A1 Supplement.

	DEUTSCHE BANK TRUST COMPANY AMERICAS, as Indenture Trustee

	By:
		Name:
		Title:

Schedule A

Aggregate principal amount of any Series A1 Note issued in exchange for a portion or portions hereof and any portion or portions of any Series A1 Note exchanged for a portion or portions hereof:

Date	Principal Amount Issued or Exchanged	Remaining Principal Amount of this Series A1 Note	Notation Made by or on Behalf of

EXHIBIT A-2

FORM OF SERIES A WAREHOUSE NOTE

WILLIS ENGINE SECURITIZATION TRUST

SERIES A2 FLOATING RATE SECURED NOTE

$[XX]		CUSIP No.:
		No.
		, 20

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 , 2005 (as amended, restated or otherwise modified from time to time, the “Indenture”) and the Series A2 Supplement, dated as of August , 2005 (as amended, restated or otherwise modified from time to time, the “Series A2 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 A2 Note on the dates and in the amounts set forth in the Indenture and the Series A2 Supplement. Capitalized terms not otherwise defined herein will have the meaning set forth in the Indenture and the Series A2 Supplement.

Payment of the principal of, interest on and Increased Costs for this Series A2 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 A2 Note and any Increased Costs are payable at the times and in the amounts set forth in the Indenture and the Series A2 Supplement by wire transfer of immediately available funds to the account designated by the Holder of record on the related Record Date.

This Series A2 Note is one of the authorized notes identified in the title hereto and issued in the aggregate Maximum Principal Balance of One Hundred Million Dollars ($100,000,000) pursuant to the Indenture and the Series A2 Supplement, provided that the aggregate Maximum Principal Balance of the Series A2 Notes may be increased up to One Hundred Fifty Million Dollars ($150,000,000) as provided in the Indenture and the Series A2 Supplement.

The Series A2 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 A2 Note is transferable as provided in the Indenture and the Series A2 Supplement, subject to certain limitations therein contained, only upon the books for registration and transfer kept by the Indenture Trustee, and only upon surrender of this Series A2 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 A2 Note unless the transferee meets the requirements for an Eligible Transferee in the Series A2 Supplement and agrees to make Loans up to an amount equal to the excess of the Maximum Principal Balance of this Series A2 Note at the time of transfer over the Outstanding Principal Balance of this Series A2 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 A2 Notes.

WEST, the Indenture Trustee and any other agent of WEST may treat the person in whose name this Series A2 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 A2 Notes are subject to Optional Redemption, at the times and subject to the conditions set forth in the Indenture and the Series A2 Supplement.

If an Indenture Event of Default shall occur and be continuing, the principal of and accrued interest on this Series A2 Note may be declared to be due and payable in the manner and with the effect provided in the Indenture and the Series A2 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 A2 Note and on all future holders of this Series A2 Note and of any Series A2 Note issued in lieu hereof whether or not notation of such consent is made upon this Series A2 Note. Supplements and amendments to the Indenture and the Series A2 Supplement may be made only to the extent and in circumstances permitted by the Indenture and the Series A2 Supplement.

The Holder of this Series A2 Note shall have no right to enforce the provisions of the Indenture and the Series A2 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 A2 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 A2 Supplement; provided, however, that nothing contained in the Indenture and the Series A2 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 A2 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 A2 Supplement.

The purchaser of a Series A2 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 A2 Note with the assets of a Benefit Plan; or (2) (a) the Series A2 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 A2 Note and (b) the acquisition and holding of the Series A2 Note will not give rise to a nonexempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code.

This Series A2 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 A2 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 A2 Supplement and the issuance of this Series A2 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 A2 Note shall not be entitled to any benefit under the Indenture and the Series A2 Supplement, or be valid or obligatory for any purpose.

IN WITNESS WHEREOF, Willis Engine Securitization Trust has caused this Series A2 Note to be duly executed by its duly authorized representative, on this day of , 20 .

	WILLIS ENGINE SECURITIZATION TRUST

	By:
		Name:
		Title:

This Note is one of the Series A2 Notes described in the within-mentioned Indenture and the Series A2 Supplement.

	DEUTSCHE BANK TRUST COMPANY AMERICAS, as Indenture Trustee

	By:
		Name:
		Title:

Schedule A

Aggregate principal amount of any Series A2 Note issued in exchange for a portion or portions hereof and any portion or portions of any Series A2 Note exchanged for a portion or portions hereof:

Date	Principal Amount Issued or Exchanged	Remaining Principal Amount of this Series A2 Note	Notation Made by or on Behalf of

EXHIBIT B-1

FORM OF SERIES B TERM NOTE

WILLIS ENGINE SECURITIZATION TRUST
SERIES B1 FLOATING RATE SECURED NOTE

$[XX]		CUSIP No.:
		No.
		, 20

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

The Indenture also contains provisions permitting the Holders of Notes representing a majority of the Outstanding Principal Balance of the Senior Series of Notes, on behalf of the Holders of all of the Series B1 Notes, to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver shall be conclusive and binding upon all present and future Holders of this Series B1 Note and of any Series B1 Note issued upon the registration of transfer of, in exchange or in lieu of or upon the refinancing of this Subclass B-1 Note, whether or not notation of such consent or waiver is made upon this Series B1 Note.

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

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

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

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

IN WITNESS WHEREOF, Willis Engine Securitization Trust has caused this Series B1 Note to be duly executed by its duly authorized representative, on this day of , 20 .

	WILLIS ENGINE SECURITIZATION TRUST

	By:
		Name:
		Title:

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

	DEUTSCHE BANK TRUST COMPANY AMERICAS, as Indenture Trustee

	By:
		Name:
		Title:

Schedule A

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

Date	Principal Amount Issued or Exchanged	Remaining Principal Amount of this Series B1 Note	Notation Made by or on Behalf of

EXHIBIT B-2

FORM OF SERIES B WAREHOUSE NOTE

WILLIS ENGINE SECURITIZATION TRUST
SERIES B2 FLOATING RATE SECURED NOTE

$[XX]		CUSIP No.:
		No.
		, 20

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 , 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 One Hundred Million Dollars ($100,000,000) 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 One Hundred Fifty Million Dollars ($150,000,000) 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 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 Indenture Event of Default 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.

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, 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 Series affected thereby and each Noteholder of any Series 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 Seroes 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.

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 , 20 .

	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:

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

EXHIBIT C-1

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 [ ] Floating Rate Secured Notes (the “Offered Notes”) issued pursuant to the Series [ ] Supplement, dated as of August , 2005, between Willis Engine Securitization Trust (the “Issuer”) and Deutsche Bank Trust Company Americas (the “Indenture Trustee”) to the Indenture, dated as of August , 2005, between WEST and the Indenture Trustee.

This is to certify that as of the date hereof, and except as set forth below, the beneficial interest in the Offered Notes held by you for our account is owned by persons that are not U.S. persons (as defined in Rule 902 under the Securities Act of 1933, as amended).

The undersigned undertakes to advise you promptly by tested telex on or prior to the date on which you intend to submit your certification relating to the Offered Notes held by you in which the undersigned has acquired, or intends to acquire, a beneficial interest in accordance with your operating procedures if any applicable statement herein is not correct on such date. In the absence of any such notification, it may be assumed that this certification applies as of such date.

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

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

	Dated:*				By:		,
						Account Holder

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

EXHIBIT C-2

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: [ ]

This is to certify that, based solely on certifications we have received in writing, by tested telex or by electronic transmission from member organizations appearing in our records as persons being entitled to a portion of the principal amount set forth below (our “Member Organizations”) as of the date hereof, $ principal amount of the Offered Notes is owned by persons (a) that are not U.S. persons (as defined in Rule 902 under the Securities Act of 1933, as amended (the “Securities Act”)) or (b) who purchased their Offered Notes (or interests therein) in a transaction or transactions that did not require registration under the Securities Act.

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

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

	Date:			Yours faithfully,

				By:
				[Morgan Guaranty Trust Company of New York, Brussels Office, as Operator of the Euroclear Clearance System] [Clearstream, société anonyme]

EXHIBIT C-3

FORM OF CERTIFICATE TO DEPOSITORY REGARDING INTEREST

[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]

This letter relates to $[ ] principal amount of the Offered Notes that are held in the form of a beneficial interest in the Regulation S Temporary Book-Entry Note (CUSIP No. ) through [insert name of Depository] by the undersigned (the “Holder”) in the name of [insert name of Participant]. The Holder of such Regulation S Temporary Book-Entry Note hereby requests the receipt of payment of interest installments due and payable [on the applicable Payment Date] pursuant to Section 2.05 of the Indenture.

The Holder hereby represents and warrants that it (i) is not a U.S. person and (ii) does not hold the above-referenced Regulation S Temporary Book-Entry Note for the account or benefit of a U.S. person (other than a distributor). Terms in this sentence have the meanings given to them in Regulation S under the Securities Act of 1933, as amended.

This certificate and the statements contained herein are made for your benefit and the benefit of the Paying Agent.

	[Name of Holder]

	By:
		Name:
		Title:

EXHIBIT C-4

FORM OF DEPOSITORY CERTIFICATE REGARDING INTEREST

[ ]. As Paying Agent

[Address]

This letter relates to $ principal amount of Series [ ] Notes that are held in the form of a beneficial interest in the Regulation S Temporary Book-Entry Note (CUSIP No. ) through [insert name of Depository] by the undersigned (the “Holder”) in the name of [insert name of Participant]. Certain Holders of the beneficial interests in such Regulation S Temporary Book-Entry Note have requested the receipt of payment of interests installments due and payable [on the applicable Payment Date] pursuant to Section 2.05 of the Indenture.

We have received from such Holders certifications to the effect that they (i) are not U.S. persons and (ii) do not hold the above-referenced Regulation S Temporary Book-Entry Note for the account or benefit of U.S. persons (other than distributors). Terms in this sentence have the meanings given to them in Regulation S under the Securities Act of 1933, as amended.

Accordingly, the Holders of the beneficial interests in the Regulation S Temporary Book-Entry Note are entitled to receive interest, principal and premium, if any, in accordance with the terms of the Indenture in the amount of $ .

	[Morgan Guaranty Trust Company of New York, Brussels Office, as Operator of the Euroclear Clearance System] [Clearstream, société anonyme]

	By:
			Name:
			Title:

EXHIBIT C-5

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 [ ] Floating Rate Secured Notes (the “Offered Notes”) issued pursuant to the Series [ ] Supplement, dated as of August , 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 , 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,

(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.

Dated:	[Insert name of Transferor]

	By:
	Name:
	Title:

EXHIBIT C-6

FORM OF INITIAL PURCHASER EXCHANGE INSTRUCTIONS

Depository Trust Company

55 Water Street

50th Floor

New York, New York 10041

Re: Series [ ] Floating Rate Secured Notes (the “Offered Notes”) issued pursuant to the Series [ ] Supplement, dated as of August , 2005, between Willis Engine Securitization Trust (the “Issuer”) and Deutsche Bank Trust Company Americas (the “Indenture Trustee”) to the Indenture, dated as of August , 2005, between the Issuer and the Indenture Trustee.

Pursuant to Section 2.07 of the Indenture, [insert name of an Initial Purchaser] (the “Initial Purchaser”) hereby requests that $ aggregate principal amount of the Offered Notes held by you for our account and represented by the Regulation S Temporary Book-Entry Note (CUSIP No. ) (as defined in the Indenture) be exchanged for an equal principal amount represented by the 144A Book-Entry Note (CUSIP No. ) to be held by you for our account.

Dated:	[insert name of the Initial Purchaser]
	as Initial Purchaser



	By:
	Title:

EXHIBIT C-7

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]

This is to certify that as of the date hereof, and except as set forth below, for purposes of acquiring a beneficial interest in the Offered Notes, the undersigned certifies that it is not a U.S. person (as defined in Rule 902 under the Securities Act of 1933, as amended).

The undersigned undertakes to advise you promptly by tested telex on or prior to the date on which you intend to submit your certification relating to the Offered Notes held by you in which the undersigned intends to acquire a beneficial interest in accordance with your operating procedures if any applicable statement herein is not correct on such date. In the absence of any such notification, it may be assumed that this certification applies as of such date.

Dated:

By:

EXHIBIT D

FORM OF INVESTMENT LETTER TO BE DELIVERED IN CONNECTION WITH
TRANSFERS TO NON-QIB ACCREDITED INVESTORS

Deutsche Bank Trust Company Americas
60 Wall Street

New York, New York 10005

Ladies and Gentlemen:

In connection with our proposed purchase of $ of the Series Floating Rate Notes (the “Notes”) issued by Willis Engine Securitization Trust (the “Issuer”), we confirm that:

(i) we have received a copy of the offering memorandum (the “Offering Memorandum”) relating to the Notes and such other information as we deem necessary in order to make our investment decision. We acknowledge that we have read and agree to the matters stated under the caption “TRANSFER RESTRICTIONS” in such Offering memorandum, and the restrictions on duplication or circulation of, or disclosure relating to, such Offering Memorandum;

(ii) we understand that any subsequent transfer of the Notes is subject to certain restrictions and conditions set forth in the indenture relating to the Notes (the “Indenture”) and that any subsequent transfer of the Notes is subject to certain restrictions and conditions set forth under “TRANSFER RESTRICTIONS” in the Offering Memorandum and the undersigned agree to be bound by, and not to resell, pledge or otherwise transfer the Notes except in compliance with, such restrictions and conditions and the Securities Act of 1933, as amended (the “Securities Act”);

(iii) we understand that the offer and sale of the Notes have not been registered under the Securities Act, and that the Notes may not be offered or sold except as permitted in the following sentence. We agree, on our own behalf and on behalf of any accounts for which we are acting as hereinafter stated, that if we sell any Notes, we will do so only (A) to the Issuer, (B) in accordance with Rule 144A under the Securities Act to a “qualified institutional buyer” (as defined therein), (C) to an Institutional Accredited Investor” (as defined below) that, prior to such transfer, furnishes to the trustee (as defined in the Private Placement Memorandum) (the “ Indenture Trustee”), a signed letter containing certain representations and agreements relating to the restrictions on transfer of the Notes (substantially in the form of this letter), (D) in an offshore transaction in accordance with Rule 903 or Rule 904 of Regulation S under the Securities Act, (E) pursuant to the exemption from registration provided by Rule 144 under the Securities Act (if available), (F) pursuant to another applicable exemption from registration under the Securities Act, provided we provide an opinion of counsel acceptable to the Issuer or (G) pursuant to an effective registration statement under the Securities Act, and we further

agree to provide to any person purchasing any of the Notes from us a notice advising such purchaser that resales of the Notes are restricted as stated herein;

(iv) we (or any account for which we are exercising sole investment discretion) are an “Institutional Accredited Investor” (as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) and have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of our investment in the Notes, and we and any accounts for which are acting are each able to bear the economic risk of our or its investment for an indefinite period of time;

(v) we are acquiring Notes for or own account (or an account for which we are exercising sole investment discretion) for investment and not with a view to any distribution thereof in a transaction that would violate the Securities Act or the securities laws of any state of the United States or any other applicable jurisdiction; provided that the disposition of our property and the property of any accounts (each of which is an Institutional Accredited Investor) for which we are acting as fiduciary shall remain at all times within our control;

(vi) we represent and warrant with respect to any Notes that either (i) no assets of a Plan (as defined in the Offering Memorandum) have been used to purchase the Notes or (ii) one or more statutory or administrative exemptions applies so that the use of such Plan assets to purchase and hold the Notes will not constitute a non-exempt Prohibited Transaction (as defined in the Offering Memorandum); and

(vii) We understand that, on any proposed resale of any Notes, we will be required to furnish to the Indenture Trustee and the Issuer such certifications, legal opinions and other information as the Indenture Trustee and Issuer may reasonably require to confirm that the proposed sale complies with the foregoing restrictions. We further understand that the Notes purchased by us will bear a legend substantially to the foregoing effect.

Terms used in this letter and not defined shall have the meanings assigned in the Offering Memorandum.

The Issuer, the Initial Purchaser and the Indenture Trustee are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby.

							Very truly yours,

		By:
		Name:
		Title:
		Address:

EXHIBIT E

CONCENTRATION LIMITS

		Percentage of Aggregate Net Book Value

Engine Type Concentration Limits

Single Engine type		***

Single supported narrow body aircraft type		***

Single supported wide body aircraft type		***

Aggregated supported wide body aircraft type		***

Lessee Concentration Limit

Single lessee		***

Top 3 lessees		***

Lessee locations:

North America		***

South America		***

Western Europe		***

Eastern Europe		***

Africa/Middle East		***

Asia/Pacific		***

Any emerging country		***

Aggregate emerging country		***

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

Total below investment grade lessees domiciled in accession countries with ownership rights not protected by insurance policy or recognition of rights agreements		***

Single below investment grade lessee domiciled in accession country with ownership rights not protected by insurance policy or recognition of rights agreements		***

Lease Maturity Concentration Limit

Leases maturing during any 12 consecutive months		***

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

EXHIBIT F

PRI GUIDELINES

(a) Prohibited Countries:

Burma

Cuba

Iran

Iraq

Libya

North Korea

Sudan

Syria

(b) Countries with respect to which PRI must be procured:

Angola	Congo	Mongolia
Armenia	Equatorial Guinea	Niger
Azerbaijan	Eritrea	Sao Tome & Principe
Belarus	Ethiopia	Somalia
Benin	Grenada	Sudan
Bhutan	Kazakhstan	Syria
Cameroon	Kirbati	Turkmenistan
Cape Verde Islands	Kyrgistan	Uzbekistan
Chad	Liberia
Comoros	Moldova

EXHIBIT G-1

FORM OF MONTHLY REPORT

(i) With respect to each Payment Date and for each of the Engine Replacement Account, Security Deposit Account, Senior Restricted Cash Account, Junior Restricted Cash Account, Engine Reserve Account and any other Account, the following information:

(a) the balances on deposit in each such Account on the Determination Date immediately preceding the prior Payment Date,

(b) the aggregate amounts of deposits and withdrawals from each such Account between such Determination Date and the Determination Date immediately preceding the Payment Date,

(d) in the case of the Engine Reserve Account and the Security Deposit Account, the amount of any segregated funds in subaccounts.

(ii) With respect to each Payment Date, an analysis of activity in the Expense Account since the preceding Determination Date

• Balance in the Expense Account on the prior Determination Date

• Required Expense Amount transferred to the Expense Account on the prior Payment Date for each of the following categories: WEST Expenses, Ordinary Course Expenses and Mandatory Engine Modifications, identifying any Significant Operating Expense accruals

• Payments made from the Expense Account during the period between prior Determination Date and the relevant Determination Date for each of the following categories: WEST Expenses, Ordinary Course Expenses and Mandatory Engine Modifications, identifying any disbursements for Significant Operating Expenses

• Balance in Expense Account on relevant Determination Date

(iii) With respect to each Payment Date, an analysis of activity in the Collections Account since preceding Determination Date

• Balance in Collections Account on preceding Determination Date

• Collections during period beginning on the preceding Determination Date and ending on the applicable Determination Date

• Net transfers between the Security Deposit Account and the Collections Account

• Net Transfers between the Engine Reserve Account and the Collections Account

• Transfers between the Engine Replacement Account and the Engine Reserve Account

• Total disbursements to Series Accounts on prior Payment Date

• Hedge Payments paid and/or received since the preceding Payment Date including Hedge Termination Payments

• Transfers to be made to and from Collections Account during the period beginning on the Determination Date and ending on the Payment Date

• Available Collections Amount for such Payment Date

(iv) With respect to each Payment Date and any other distribution date, the payments to be made on each Series for the current Payment Date (as applicable)

(a) Floating Rate Notes (by Series)

• One-Month LIBOR for the Interest Accrual Period ending on the Payment Date

• Applicable interest rate for the Interest Accrual Period ending on the Payment Date

• Stated Interest Amount for Series A Notes

• Base Interest Amount for Series B Notes

• Supplemental Interest Amount for Series B Notes

• Conversion Step-Up Interest, if any

• Additional Interest, if any

• Commitment Fees, if any

• Opening Outstanding Principal Balance

• Minimum Principal Payment Amounts for Series A Notes

• Scheduled Principal Payment Amounts for Series A Notes and Series B Notes

• Supplemental Principal Payment Amounts

• Redemption Amount, if any

• Redemption Premium, if any

• Outstanding Principal Balance after all payments of principal on Payment Date

(b) Fixed Rate Notes (by Series)

• Applicable Interest Rate

• Stated Interest Amount for Series A Notes

• Base Interest Amount for Series B Notes

• Supplemental Interest Amount for Series B Notes

• Conversion Step-Up Interest, if any

• Additional Interest, if any

• Commitment Fees, if any

• Opening Outstanding Principal Balance

• Minimum Principal Payment Amounts for Series A Notes

• Scheduled Principal Payment Amounts for Series A Notes and Series B Notes

• Supplemental Principal Payment Amounts

• Redemption Amount, if any

• Redemption Premium, if any

• Outstanding Principal Balance after all payments of principal on Payment Date

• Outstanding Principal Balance before all principal payments on Payment Date

• Total Principal Payments

• Outstanding Principal Balance after all principal payments on Payment Date

• Total Interest

• Total Premium

(v) With respect to each Payment Date, the following information with respect to Permitted Engine Dispositions, Permitted Engine Acquisitions and Discretionary and Mandatory Engine Modifications during period between prior Determination Date and relevant Determination Date

• Identification of Engines subject to Permitted Engine Dispositions

• Adjusted Borrowing Value of such Engines

• Net Sales Proceeds of each Permitted Engine Dispositions

• Modified Net Sales Proceeds of each Permitted Engine Disposition

• Identification of Engines acquired in Permitted Engine Acquisitions

• Initial Borrowing Value of such Engines

• Purchase Price of each such Engine

• Cost of all Discretionary Engine Modifications

• Cost of all Mandatory Engine Modifications

• Engines and/or Engine Modifications subject to Replacement Exchanges, whether or not completed

(vi) With respect to each Payment Date, the Maximum Borrowing Base, the Senior Borrowing Base and the Junior Borrowing Base

(vii) With respect to the Interest Accrual Period ending on the immediately preceding Determination Date

• a discussion of any significant developments affecting WEST in period

• an updated description of the Engines then in the portfolio (showing Engine acquisitions and sales by WEST during the preceding month) in substantially the same form as the table in “The Engines in the Initial Portfolio – Appraisers’ Report” and the related leases and lessees in substantially the same form as the first table in “Initial Leases – Initial Lessees.”

(viii) An updated description of the Engines in the portfolio as of the Determination Date in substantially the same form as the table in “The Engines in the Initial Portfolio – Appraisers’ Report” and the related leases and lessees in substantially the same form as the table in “Initial Leases – The Lessees.”

(ix) A discussion of any significant developments, including any repossession of any Engine or any other enforcement actions, affecting WEST in such month

(x) A copy of each amendment to the Servicing Agreement, the Back-Up Servicing Agreement, the Administrative Agency Agreement and the Back-Up Administrative Agency Agreement in such month

EXHIBIT G-2

FORM OF ANNUAL REPORT

(i) audited financial statements of WEST for such calendar year;

(ii) updated information regarding the Engines then in the portfolio (including Additional Engines), the then current leases and then current lessees in substantially the same manner as set forth under “The Initial Engines and Initial Lessees;”

(iii) a statement of the Engines off-lease due to any repossession;

(iv) a comparison of actual against expected principal payments on the Notes during such annual period; and

(iv) a comparison of WEST’s performance to the Annual Budget for the preceding year and a statement setting forth an analysis of Collections Account activity, each for the preceding year ended December 31.

EXHIBIT H

INSURANCE PROVISION

MINIMUM COVERAGE AMOUNTS

1. Hull Insurance: With respect to any Engine, hull insurance shall be maintained by the Lessee and, to the extent such hull insurance is not maintained by Lessee, WEST shall maintain contingent hull insurance coverage, in each case, in an amount at least equal to Adjusted Borrowing Value for such Engine; provided, however, that in the event that an agreement with respect to hull insurance cannot be reached with any particular Lessee pursuant to which such Lessee will pay the premiums to procure such insurance in amounts consistent with the foregoing, hull insurance shall be procured by the Servicer on behalf of WEST in an amount equal to the amount set forth above, at the expense of WEST. Parts, if any, shall be insured on the basis of their replacement cost under similar circumstances.

2. Liability Insurance: Liability insurance shall be maintained by the Lessee and, to the extent such liability insurance is not maintained by the Lessee, WEST shall maintain contingent liability insurance coverage, in each case, for each Engine and occurrence in an amount consistent with the reasonable commercial practices of leading international aircraft engine operating lessors.

3. Insurance Deductibles

(a) Deductibles and self-insurance for Engines subject to a Lease may be maintained in an amount pursuant to deductible and self-insurance arrangements (taking into account, inter alia, the creditworthiness and experience of the Lessee, the type of aircraft engine and market practices in the aircraft engine insurance industry generally) consistent with the Servicer’s commercially reasonable practices for its own aircraft engines.

(b) Deductibles for Engines off-lease shall be maintained in respect of any one occurrence in respect of such Engines in an amount consistent with the Servicer’s commercially reasonable practice for its own aircraft engines with any difference between such amount and $500,000 (or such other amount as WEST may direct in writing from time to time), taking into account any deductible insurance procured, to be notified to WEST by the Servicer.

4. Other Insurance Matters: Apart from the matters set forth above, the coverage and terms of any insurance with respect to any Engine not subject to a Lease, shall be substantially consistent with the reasonable commercial practices of the Servicer with respect to its own aircraft engines.

5. Additional Insureds: Any insurance arrangements entered into with respect to any Engine shall include as named insureds the Indenture Trustee and such persons as are reasonably requested by WEST.

6. Currencies: All amounts payable under any insurance policy shall be denominated in U.S. dollar terms.

7. Availability: The insurance guidelines set forth herein are subject to such insurance being generally available in the relevant insurance market at commercially reasonable rates from time to time.

EXHIBIT I

CORE LEASE PROVISIONS

Each Lease of an Engine with a Lessee shall comply with the following requirements:

1) The Lessee is obligated to comply with maintenance, return, alteration and replacement conditions typically found in financings and leases for aircraft engines and as necessary to maintain such Engine’s serviceability status pursuant to applicable Governmental Rules.

2) The Lessee is obligated to provide liability insurance, aircraft hull insurance covering all risks, ground and flight, engine coverage for damage/loss of Engine, and war risk insurance (including the risk of confiscation and requisition by any government), and the Indenture Trustee and Security Trustee are named as additional insureds and the Security Trustee is named as sole loss payee.

3) The Lease requires that such Engine be kept and operated in locations covered by the requisite insurance and must not be flown or transported to any airport or country in violation of United States laws.

4) Any fixed price purchase option must provide for a net purchase price not less than the projected Adjusted Borrowing Value of such Engine as of the date the option is exercisable.

5) The Lease must be triple net, non-cancelable and contain a customary “hell or high water” clause under which the Lessee is unconditionally obligated to make all Lease Payments without any right of setoff for liabilities of the Lessor due to the Lessee.

6) The Lease must contain limitations on the ability of the Lessee to sublease such Engine or otherwise surrender possession of such Engine to other parties consistent with the requirements of this Indenture.

7) The Lease shall not contain any provisions inconsistent with the obligations of WEST under this Indenture.

EXHIBIT J

REQUIRED ACQUISITION AGREEMENT TERMS

Customary representations and warranties as to the title in the asset, free and clear of any Encumbrances, and if the seller is an Affiliate of WEST, that any Lease of an Engine is valid, binding and enforceable

Condition to acquisition that all recordations and filings necessary to establish clear title in acquiring WEST Group Member be satisfied before transfer to such WEST Group Member

Agreement of seller not to file insolvency petition against WEST or any WEST Subsidiary

In the acquisition of an Engine, customary cross-indemnification for event occurring before (by the seller) and after (by the buyer) the closing of the acquisition

EX-10.40 8 a05-18192_4ex10d40.htm MATERIAL CONTRACTS

Exhibit 10.40

WILLIS ENGINE SECURITIZATION TRUST

Issuer

And

DEUTSCHE BANK TRUST COMPANY AMERICAS

Indenture Trustee

SERIES A1 SUPPLEMENT

Dated as of August 9, 2005

INDENTURE

Dated as of August 9, 2005

SERIES A1 NOTES

TABLE OF CONTENTS

ARTICLE I

DEFINITIONS; CALCULATION GUIDELINES

	Section 1.01.	Definitions

ARTICLE II

CREATION OF THE SERIES A1 NOTES

	Section 2.01.	Designation
	Section 2.02.	Authentication and Delivery
	Section 2.03.	Interest Payments on the Series A1 Notes
	Section 2.04.	Principal Payments on the Series A1 Notes
	Section 2.05.	Prepayment of Principal on the Series A1 Notes
	Section 2.06.	Manner of Payment
	Section 2.07.	Restrictions on Transfer
	Section 2.08.	Final Maturity Date

ARTICLE III

SERIES A1 ACCOUNT AND ALLOCATION AND APPLICATION OF AMOUNTS THEREIN

	Section 3.01.	Series A1 Series Account
	Section 3.02.	Distributions from Series A1 Series Account

ARTICLE IV

CONDITIONS TO ISSUANCE

	Section 4.01.	Conditions to Issuance

ARTICLE V

REPRESENTATIONS AND WARRANTIES

	Section 5.01.	Indenture Representations and Warranties

ARTICLE VI

MISCELLANEOUS PROVISIONS

	Section 6.01.	Ratification of Indenture
	Section 6.02.	Counterparts
	Section 6.03.	Governing Law
	Section 6.04.	Notices to Rating Agencies
	Section 6.05.	Statutory References

	Section 6.06.	Amendments and Modifications
	Section 6.07.	Waiver of Jury Trial
	Section 6.08.	Appointment of Representative
	Section 6.09.	Tax Matters

EXHIBITS

EXHIBIT A			Form of Series A1 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 A1 Minimum Targeted Principal Balance and Series A1 Scheduled Targeted Principal Balance by Payment Date

SERIES A1 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 “Series 2005-A1 Floating Rate Notes”;

NOW THEREFORE, in consideration of the mutual agreements herein contained, the parties hereto agree as follows:

ARTICLE I

Definitions; Calculation Guidelines

Section 1.01. Definitions. (a) Capitalized terms used herein and not otherwise defined shall have the meaning set forth in the Indenture. Whenever used in this Supplement, the following words and phrases shall have the following meanings, and the definitions of such terms are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such terms.

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

“Closing Date” means August 9, 2005.

“Initial Purchaser” means the Person named as the purchaser of the Series A1 Notes in the Series A1 Note Purchase Agreement.

“Issuance Expenses” means (a) the commission payable to the Initial Purchaser in respect of the issuance of the Series A1 Notes and the fees payable to the Structuring Agent and the Co-Structuring Agent that are calculated with respect to the Outstanding Principal Balance of the Series A1 Notes and (b) the portion of the expenses of the Initial Purchaser, the Structuring Agent and the Co-Structuring Agents that are allocable to the Series A1 Notes, as agreed by WEST and such parties.

“Majority of Holders” means, with respect to the Series A1 Notes as of any date of determination, Series A1 Noteholders that, individually or in the aggregate, own Series A1 Notes representing more than fifty percent (50%) of the then aggregate Series A1 Note Principal Balance.

“Minimum Targeted Principal Balance” means for the Series A1 Notes for each Payment Date, the amount set forth opposite such Payment Date on Schedule 1 hereto under the

column entitled “Minimum Targeted Principal Balance,” as adjusted from time to time pursuant to Section 2.04(b) or Section 2.05(c) hereof.

“Offering Memorandum” shall mean the Offering Memorandum, dated July 28, 2005, prepared by WEST in connection with the offering of the Series A1 Notes.

“One-Month LIBOR” means, for any Interest Accrual Period, LIBOR, as defined in the Indenture, for the Specified Period as of the Reference Date for such Interest Accrual Period.

“Optional Redemption” means a voluntary prepayment by WEST of all or a portion of the Outstanding Principal Balance of the Series A Notes in accordance with the terms of this Supplement.

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

“Rating Agencies” means Fitch and Moody’s.

“Redemption Premium” shall mean, for any Optional Redemption during the period starting on the fifth anniversary of the Closing Date and ending on (but excluding) the seventh anniversary of the Closing Date an amount equal to 0.50% of the Outstanding Principal Balance of the Series A1 Notes that is being redeemed.

“Redemption Price” shall mean the Outstanding Principal Balance of the Series A2 Notes in an Optional Redemption in whole, and the portion of the Outstanding Principal Balance being redeemed, in an Optional Redemption in part, in each case together with the Redemption Premium for any Optional Redemption during the period starting on the fifth anniversary of the Closing Date and ending on (but excluding) the seventh anniversary of the Closing Date and without any Redemption Premium for any Optional Redemption thereafter.

“Scheduled Targeted Principal Balance” means for the Series A1 Notes for each Payment Date, the amount set forth opposite such Payment Date on Schedule 1 hereto under the column entitled “Scheduled Targeted Principal Balance,” as adjusted from time to time pursuant to Section 2.04(b) or Section 2.05(c) hereof.

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

“Series A1 Additional Interest Amount” means, for any Payment Date, an amount equal to the Series A1 Additional Interest on the aggregate amount of unpaid interest (including any unpaid portion of any Series A1 Stated Interest Amount and any Series A1 Additional Interest Amount) that was due and payable on the Series A1 Notes on any prior Payment Date. The Series A1 Additional Interest Amount constitutes the Additional Interest Amount for the Series A1 Notes for purposes of Sections 3.12 and 3.13 of the Indenture.

“Series A1 Definitive Notes” means Series A1 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 A1 Expected Final Payment Date” means July 15, 2018.

“Series A1 Final Payment Date” means July 15, 2030.

“Series A1 Interest Amount” means, for any Payment Date, an amount equal to the sum of the Series A1 Stated Interest Amount and the Series A1 Additional Interest Amount due and payable on the Series A1 Notes on such Payment Date.

“Series A1 Noteholder” means, at any time of determination for the Series A1 Notes, any person in whose name a Series A1 Note is registered in the Register.

“Series A1 Note Purchase Agreement” means the Series A1 Note Purchase Agreement, dated as of July 28, 2005, among WEST, Willis and the Initial Purchaser.

“Series A1 Notes” means the Series of Notes designated as the “Series 2005-A1 Floating Rate Notes” to be issued on the Closing Date and having the terms and conditions specified in this Supplement, substantially in the form of Exhibit A hereto, and including any and all replacements, extensions, substitutions or renewals of such Notes.

“Series A1 144A Book Entry Notes” means Series A1 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 A1 Regulation S Temporary Book Entry Notes” means Series A1 Notes in the form attached as Exhibit A hereto, with the applicable legend for Regulation S Temporary Book Entry Notes required by Section 2.02 of the Indenture inscribed on the face thereof.

“Series A1 Series Account” means the Series Account of that name established in accordance with Section 3.01 hereof and Sections 3.01 and 3.09 of the Indenture.

“Series A1 Stated Interest Amount” means, for any Payment Date, an amount equal to the accrued and unpaid interest at the Series A1 Stated Interest Rate on the Outstanding Principal Balance of the Series A1 Notes for the Interest Accrual Period ending on such Payment Date. The Series A1 Stated Interest Amount constitutes the Stated Interest Amount for the Series A1 Notes for purposes of Sections 3.12 and 3.13 of the Indenture.

“Series A1 Stated Interest Rate” means, for each Interest Accrual Period, One-Month LIBOR plus 1.25 % per annum.

“Series A1 Supplemental Principal Payment Amount” means, for the Series A1 Notes on any Payment Date, the amount (if any) of a Series A Supplemental Principal Payment Amount allocated and paid to the Series A1 Notes on such Payment Date in accordance with the provisions of Sections 3.13 and 3.14(b) of the Indenture.

“Series A1 Transaction Documents” means any and all of this Supplement, the Series A1 Notes, the other Related Documents, as any of the foregoing may from time to time be amended, modified, supplemented or renewed.

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

“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.

“Specified Period” shall mean one month.

“Series A1 Unrestricted Book-Entry Notes” means Series A1 Notes in the form of Exhibit A hereto, with the applicable legend required by Section 2.02 of the Indenture for Unrestricted Book-Entry Notes inscribed on the face thereof.

“Willis” means Willis Lease Finance Corporation, a Delaware corporation.

(b) The conventions of construction and usage set forth in Section 1.02 of the Indenture are hereby incorporated by reference in this Supplement.

ARTICLE II

Creation of the Series A1 Notes

Section 2.01. Designation.

(a) There is hereby created a Series of Series A Term Notes to be issued pursuant to the Indenture and this Supplement and to be known as the “Series 2005-A1 Floating Rate Notes,” referred to herein as the “Series A1 Notes.” The Series A1 Notes will be issued in the initial principal balance of $200,000,000.00 and will not have priority over any other Series of Series A Notes except to the extent set forth in the Supplement for such other Series and the Indenture. The Series Issuance Date of the Series A1 Notes is August 9, 2005. The Series A1 Notes are classified as “Term Notes,” “Series A Notes,” Series A Term Notes,” and “Floating Rate Notes,” as each such term is used in the Indenture. The Series A1 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 A1 Notes shall be on August 15, 2005.

(c) Payments of principal on the Series A1 Notes shall be payable from funds on deposit in the Series A1 Series Account or otherwise at the times and in the amounts set forth in Article III of the Indenture and Sections 2.04, 2.05 and 3.02 of this Supplement.

(d) WEST shall pay Issuance Expenses out of the proceeds of the Series A1 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 4.01 hereof, the Series A1 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 A1 Notes to the Initial Purchaser in accordance with such written directions.

(b) The Series A1 Notes are not being registered with the SEC and, after their sale to the Initial Purchaser in accordance with the Series A1 Note Purchase Agreement, may not be sold, transferred or otherwise disposed of except in compliance with the provisions of the Indenture and except as follows:

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

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

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

(c) In accordance with Section 2.01(d) of the Indenture, the Series 2005-1 Notes resold in reliance on Rule 144A shall be represented by one 144A Book-Entry Note. Any Series 2005-1 Notes sold in reliance on Regulation S shall initially be represented by one Regulation S Temporary Book-Entry Note and shall be exchangeable for interests in the related Unrestricted Book-Entry Note. Any Series 2005-1 Notes sold to Institutional Accredited Investors shall be represented by one or more Definitive Notes.

(d) The Series A1 Notes shall be executed by manual or facsimile signature on behalf of the Issuer by a Responsible Officer of the Owner Trustee and shall be substantially in the form of Exhibit A hereto, as applicable, with the appropriate legend required by Section 2.02 of the Indenture inscribed on the face thereof.

(e) The Series A1 Notes shall be issued in minimum denominations of $100,000 and in integral multiples of $1,000 in excess thereof.

Section 2.03. Interest Payments on the Series A1 Notes.

(a) Interest on Series A1 Notes. Interest on each Series A1 Note shall (i) accrue during each Interest Accrual Period at the Series A1 Stated Interest Rate, (ii) be calculated on the basis of actual days elapsed over a year of 360 days, (iii) be due and payable in arrears on each Payment Date and (iv) be calculated based on the Outstanding Principal Balance of such Series A1 Note during such Interest Accrual Period. All amounts of Series A1 Stated Interest Amount shall be due and payable on the earlier to occur of (i) the date on which the Series A1 Notes have been accelerated in accordance with the provisions of Section 4.02 of the Indenture and (ii) the Series A1 Final Maturity Date. On each Reference Date, the Indenture Trustee shall promptly deliver a written notice to the Series A1 Noteholders specifying the Series A1 Stated Interest Rate for the related Interest Accrual Period.

(b) Additional Interest. If WEST shall fail to pay the Series A1 Stated Interest Amount on any Series A1 Note when due, or any other amount becoming due under this Supplement (other than payments of principal on the Series A1 Notes), WEST shall, from time to time, pay Series A1 Additional Interest on such unpaid amounts, to the extent permitted by applicable law, to, but not including, the date of actual payment (after as well as before judgment), for the period during which such interest or other amount shall be unpaid from the due date of such payment to the date of actual payment thereof. Any such interest shall be payable at the times and subject to the priorities set forth in Section 3.02 of this Supplement and Section 3.13 of the Indenture. All amounts of Series A1 Additional Interest shall be due and payable on the earlier to occur of (i) the date on which the Series A1 Notes have been accelerated in accordance with the provisions of Section 4.02 of the Indenture and (ii) the Series A1 Final Maturity Date.

(c) Maximum Interest Rate. In no event shall the interest charged with respect to a Series A1 Note exceed the maximum amount permitted by applicable law. If at any time the Series A1 Interest Amount charged with respect to the Series A1 Notes exceeds the maximum rate permitted by applicable law, the rate of interest to accrue pursuant to this Supplement and such Series A1 Note shall be limited to the maximum rate permitted by applicable law, but any subsequent reductions in the One-Month LIBOR shall not reduce the interest to accrue on such Series A1 Note below the maximum amount permitted by Applicable Law until the total amount of interest accrued on such Series A1 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 A1 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 A1 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 A1 Interest Amount, and (b) the amount of interest accrued in accordance with the other provisions of this Supplement.

Section 2.04. Principal Payments on the Series A1 Notes.

(a) The Minimum Principal Payment Amount and the Scheduled Principal Payment Amount calculated for the Series A1 Notes for each Payment Date shall be payable to the Holders of the Series A1 Notes on each Payment Date from amounts deposited in the Series

A1 Series Account on such Payment Date as provided in Section 3.13 of the Indenture and Section 3.02 of this Supplement. In addition, any portion of the Series A Supplemental Principal Payment Amount for any Payment Date to the Series A1 Notes pursuant to Section 3.14(b) of the Indenture shall be payable to the Holders of the Series A1 Notes on such Payment Date from amounts deposited in the Series A1 Series Account as provided in Section 3.13 of the Indenture and Section 3.02 of this Supplement. So long as an Early Amortization Event or an Event of Default is then continuing, then, in addition to the foregoing, the Outstanding Principal Balance of the Series A1 Notes shall be payable on each 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 unpaid principal amount of the Series A1 Notes together with all unpaid interest (including all Additional Interest), fees, expenses, costs and other amounts payable by WEST pursuant to the terms of the Indenture and this Supplement shall be due and payable in full on the Series A1 Final Payment Date.

(b) The Minimum Targeted Principal Balances and the Scheduled Targeted Principal Balances for the Series A1 Notes shall be adjusted at the times and in the manner indicated in Section 3.18 of the Indenture.

Section 2.05. Prepayment of Principal on the Series A1 Notes.

(a) WEST will have the option to prepay, in an Optional Redemption on any Payment Date occurring on or after the fifth anniversary of the Series Issuance Date (each such Payment Date, an “Optional Redemption Date”) all, or any portion, of the Outstanding Principal Balance of the Series A1 Notes on such Payment Date, in a minimum amount of Two Hundred Fifty Thousand Dollars ($250,000), for the Redemption Price of the Outstanding Principal Balance of the Series A1 Notes being prepaid, together with accrued interest thereon to the date of such prepayment, provided that, as a condition to any such prepayment in part, 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. WEST may not make such prepayment from funds in the Collections Account, the Series A1 Series Account or the Senior Restricted Cash Account, except to the extent that funds in any such Account would otherwise be payable to WEST in accordance with the terms of this Supplement and the Indenture. Any Optional Redemption in connection with a Refinancing funded with the proceeds of Additional Notes must be in whole, and any other Optional Redemption financed with funds other than funds in the Collections Account or the proceeds of Additional Notes may be in whole or in part.

(b) If there is any Balance in the Engine Acquisition Account at the end of the Delivery Period beginning on the Initial Closing Date, the portion thereof allocated to the Series A1 Notes in accordance with Section 3.15(b) of the Indenture shall be applied to the prepayment of the Series A1 Notes as provided in Section 3.16 of the Indenture on the next succeeding Payment Date (the “Acquisition Redemption Date”) after the end of such Delivery Period.

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

Section 2.06. Manner of Payment. All payments of principal and interest on the Series A1 Notes payable on each Payment Date shall be paid to the Series A1 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 A1 Noteholders after 1:00 p.m. (New York City time) on any day shall be considered to have been received on the next succeeding Business Day.

Section 2.07. Restrictions on Transfer. On the Closing Date, WEST shall sell the Series A1 Notes to the Initial Purchaser pursuant to the Series A1 Note Purchase Agreement and deliver such Series A1 Notes in accordance herewith and therewith. Thereafter, no Series A1 Note may be sold, transferred or otherwise disposed of except in compliance with the provisions of the Indenture. Except as provided in the Indenture, the Indenture Trustee shall have no obligations or duties with respect to determining whether any transfers of the Series A1 Notes are made in accordance with the Securities Act or any other law; provided that with respect to Definitive Notes, the Indenture Trustee shall enforce such transfer restrictions in accordance with the terms set forth in this Supplement.

Section 2.08. Final Maturity Date. The unpaid principal amount of the Series A1 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 A1 Transaction Documents shall be due and payable in full on the earlier to occur of (i) the date on which the Series A1 Notes have been accelerated in accordance with the provisions of Section 4.02 of the Indenture and (ii) the Series A1 Final Maturity Date.

ARTICLE III

Series A1 Account and Allocation and
Application of Amounts Therein

Section 3.01. Series A1 Series Account. The Indenture Trustee shall establish on the Closing Date pursuant to Sections 3.01 and 3.09 of the Indenture and shall maintain, so long as any Series A1 Note is Outstanding, an Eligible Account which shall be designated as the “Series A1 Series Account,” which account shall be held in the name of the Indenture Trustee for the benefit of the Series A1 Noteholders. All deposits of funds by, or for the benefit of, the Series A1 Noteholders from the Collections Account and the Senior Restricted Cash Account shall be accumulated in, and withdrawn from, the Series A1 Series Account in accordance with the provisions of the Indenture and this Supplement.

Section 3.02. Distributions from Series A1 Series Account. On each Payment Date, the Indenture Trustee shall distribute funds then on deposit in the Series A1 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 A1 Note on the related Record Date, an amount equal to its pro rata portion of the Series A1 Stated Interest Payment for each such Payment Date;

ii. To each Holder of a Series A1 Note on the related Record Date, an amount equal to its pro rata portion of the Minimum Principal Payment Amount then due and payable to the Holders of the Series A1 Notes on such Payment Date;

iii. To each Holder of a Series A1 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 A1 Notes on such Payment Date;

iv. To each Holder of a Series A1 Note on the related Record Date, an amount equal to its pro rata portion of the Series A Supplemental Principal Payment Amount (if any) then due and payable to the Holders of the Series A1 Notes on such Payment Date;

v. To each Holder of a Series A1 Note on the related Record Date, an amount equal to its pro rata portion of any Series A1 Additional Interest Amount then due and payable by WEST to the Series A1 Noteholders;

vi. To each Holder of a Series A1 Note on the related Record Date, any Noteholder Indemnification Amounts due and payable to such Noteholder; and

vii. 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 A1 Series Account.

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

i. To each Holder of a Series A1 Note on the related Record Date, an amount equal to its pro rata portion of the Series A1 Stated Interest Amount for such Payment Date;

iv. To each Holder of a Series A1 Note on the related Record Date, an amount equal to its pro rata portion of the then unpaid principal balances of the Series

A1 Notes then Outstanding until the Series A1 Note Principal Balance has been reduced to zero;

vi. To each Holder of a Series A1 Note on the related Record Date, any Noteholder Indemnification Amounts due and payable to such Noteholder; and

vii. 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 A1 Series Account.

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

i. To each Holder of a Series A1 Note on the related Record Date, an amount equal to its pro rata portion of the Series A1 Stated Interest Amount for such Payment Date;

ii. To each Holder of a Series A1 Note on the related Record Date, an amount equal to its pro rata portion of the then unpaid principal balances of the Series A1 Notes then Outstanding until the Series A1 Note Principal Balance has been reduced to zero;

iii. To each Holder of a Series A1 Note on the related Record Date, an amount equal to its pro rata portion of any Series A1 Additional Interest Amount then due and payable by WEST to the Series A1 Noteholders;

iv. To each Holder of a Series A1 Note on the related Record Date, any Noteholder Indemnification Amounts due and payable to such Noteholder; and

v. After payment in full of the foregoing amounts pursuant to this Section 3.02 of this Supplement, to WEST, any remaining amounts then on deposit in the Series A1 Series Account.

ARTICLE IV

Conditions to Issuance

Section 4.01. Conditions to Issuance. The Indenture Trustee shall not authenticate the Series A1 Notes unless (a) all conditions to the issuance of the Series A1 Notes under the Series A1 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 A1 Note Purchase Agreement shall have been satisfied.

ARTICLE V

Representations and Warranties

Section 5.01. Indenture Representations and Warranties. To induce the Series A1 Noteholders to purchase the Series A1 Notes hereunder, WEST hereby makes to the Indenture Trustee for the benefit of the Series A1 Noteholders as of the Closing Date all of the representations and warranties set forth in Section 5.01 of the Indenture.

ARTICLE VI

Miscellaneous Provisions

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

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

Section 6.03. Governing Law. THIS SUPPLEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAWS BUT OTHERWISE WITHOUT REFERENCE TO ITS CONFLICTS OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

Section 6.04. Notices to Rating Agencies. Whenever any notice or other communication is required to be given to the Rating Agencies pursuant to the Indenture or this Supplement, such notice or communication shall be delivered as follows: (i) to Moody’s at Moody’s Investors Service, Inc., 99 Church Street, New York, New York 10004, Attention: ABS Monitoring Group and (ii) if to Fitch at One State Street Plaza, New York, New York 10004, Attention: [ ]. Any rights to notices conveyed to a Rating Agency pursuant to the terms of this Supplement shall terminate immediately if such Rating Agency no longer has a rating outstanding with respect to the Series A1 Notes.

Section 6.05. Statutory References. References in this Supplement and any other Series A1 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.

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 A1 Notes then Outstanding.

Section 6.07. Waiver of Jury Trial. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, AS AGAINST THE OTHER PARTIES HERETO, ANY RIGHTS IT MAY HAVE TO A JURY TRIAL IN RESPECT OF ANY CIVIL ACTION OR PROCEEDING (WHETHER ARISING IN CONTRACT OR TORT OR OTHERWISE), INCLUDING ANY COUNTERCLAIM, ARISING UNDER OR RELATING TO THIS SUPPLEMENT OR ANY OTHER SERIES A1 TRANSACTION DOCUMENT, INCLUDING IN RESPECT OF THE NEGOTIATION, ADMINISTRATION OR ENFORCEMENT HEREOF OR THEREOF.

Section 6.08. Appointment of Representative. The Majority of Holders shall be authorized to appoint a representative to act on their behalf with such authority as shall be provided in such appointment, provided that, such authority shall not extend to the taking of any action under the Related Documents requiring the consent of all Series A1 Noteholders.

Section 6.09. Tax Matters. (a) In accordance with Treasury regulations governing debt instruments issued with original issue discount, WEST will treat the Series A1 Notes as “contingent payment debt instruments” for United States federal income tax purposes. By purchasing Series A1 Notes, each holder thereof will be deemed to have agreed to such treatment and to be bound by WEST’s application of the Treasury regulations governing contingent payment debt instruments, including WEST’s determination of a “comparable yield” and a “projected payment schedule” for the Series A1 Notes, each within the meaning of such regulations. Such disclosure shall be consistent with the disclosure on such matters set forth in the Offering Memorandum.

(b) To the extent required by law, WEST will timely file any tax returns, reports or information statements in respect of the Series A1 Notes, including, without limitation, Form 8281 to the extent applicable.

[Signature page follows.]

IN WITNESS WHEREOF, WEST and the Indenture Trustee have caused this Supplement to be duly executed and delivered by their respective officers all as of the day and year first above written.

	WILLIS ENGINE SECURITIZATION TRUST

	By:	/s/ Monica J. Burke
		Name: Monica J. Burke
		Title: Controlling Trustee

	DEUTSCHE BANK TRUST COMPANY AMERICAS, as Indenture Trustee

	By:	/s/ Peter T. Becker
		Name: Peter T. Becker
		Title: Vice President

EXHIBIT A

SERIES A1 SUPPLEMENT

FORM OF SERIES A1 NOTE

WILLIS ENGINE SECURITIZATION TRUST

SERIES A1 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 Cede & Co., or registered assigns, at the principal corporate trust office of the Indenture Trustee named below, (i) the principal sum of Dollars ($ ), which sum shall be payable on each Payment Date on the dates and in the amounts set forth in the Indenture, dated as of August 9, 2005 (as amended, restated or otherwise modified from time to time, the “Indenture”) and the Series A1 Supplement, dated as of August 9, 2005 (as amended, restated or otherwise modified from time to time, the “Series A1 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 A1 Note on the dates and in the amounts set forth in the Indenture and the Series A1 Supplement. Capitalized terms not otherwise defined herein will have the meaning set forth in the Indenture and the Series A1 Supplement.

This Series A1 Note is one of the authorized notes identified in the title hereto and issued in the aggregate principal amount of Dollars ($ ) pursuant to the Indenture and the Series A1 Supplement.

The Series A1 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.

A-1

governmental charge payable in connection with any transfer or exchange of the Series A1 Notes.

The Series A1 Note are subject to Prepayment, at the times and subject to the conditions set forth in the Indenture and the Series A1 Supplement.

All terms and provisions of the Indenture and the Series A1 Supplement are herein incorporated by reference as if set forth herein in their entirety.

A-2

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.

IN WITNESS WHEREOF, West Engine Securitization Trust has caused this Series A1 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 A1 Notes described in the within-mentioned Indenture and the Series A1 Supplement.

	DEUTSCHE BANK TRUST COMPANY AMERICAS, as Indenture Trustee

	By:
		Name:
		Title:

A-3

Schedule A

Aggregate principal amount of any Series A1 Note issued in exchange for a portion or portions hereof and any portion or portions of any Series A1 Note exchanged for a portion or portions hereof:

A-4

EXHIBIT B

SERIES A1 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 A1 Floating Rate Series A1 Notes (the “Offered Notes”) issued pursuant to the Series A1 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.

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 A1 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: [ ]

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 A1 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]

The undersigned undertakes to advise you promptly by tested telex on or prior to the date on which you intend to submit your certification relating to the Offered Notes held by you in which the undersigned intends to acquire a beneficial interest in accordance with your operating procedures if any applicable statement herein is not correct on such date. In the absence of any such notification, it may be assumed that this certification applies as of such date.

Dated:

By:

D-1

EXHIBIT E

SERIES A1 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 A1 Floating Rate Series A1 Notes (the “Offered Notes”) issued pursuant to the Series A1 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.

(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,

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

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 A1 SUPPLEMENT

Series A1 Minimum Targeted Principal Balances by Period

Period	Payment Date Occurring In:	Minimum Targeted Principal Balance	Period	Payment Date Occurring In:	Minimum Targeted Principal Balance	Period	Payment Date Occurring In:	Minimum Targeted Principal Balance
1	15-Aug-05	199,166,667	112	15-Nov-14	106,666,667	223	15-Feb-24	14,166,667
2	15-Sep-05	198,333,333	113	15-Dec-14	105,833,334	224	15-Mar-24	13,333,334
3	15-Oct-05	197,500,000	114	15-Jan-15	105,000,000	225	15-Apr-24	12,500,001
4	15-Nov-05	196,666,667	115	15-Feb-15	104,166,667	226	15-May-24	11,666,667
5	15-Dec-05	195,833,333	116	15-Mar-15	103,333,334	227	15-Jun-24	10,833,334
6	15-Jan-06	195,000,000	117	15-Apr-15	102,500,000	228	15-Jul-24	10,000,001
7	15-Feb-06	194,166,667	118	15-May-15	101,666,667	229	15-Aug-24	9,166,667
8	15-Mar-06	193,333,333	119	15-Jun-15	100,833,334	230	15-Sep-24	8,333,334
9	15-Apr-06	192,500,000	120	15-Jul-15	100,000,000	231	15-Oct-24	7,500,001
10	15-May-06	191,666,667	121	15-Aug-15	99,166,667	232	15-Nov-24	6,666,667
11	15-Jun-06	190,833,333	122	15-Sep-15	98,333,334	233	15-Dec-24	5,833,334
12	15-Jul-06	190,000,000	123	15-Oct-15	97,500,000	234	15-Jan-25	5,000,001
13	15-Aug-06	189,166,667	124	15-Nov-15	96,666,667	235	15-Feb-25	4,166,667
14	15-Sep-06	188,333,333	125	15-Dec-15	95,833,334	236	15-Mar-25	3,333,334
15	15-Oct-06	187,500,000	126	15-Jan-16	95,000,000	237	15-Apr-25	2,500,001
16	15-Nov-06	186,666,667	127	15-Feb-16	94,166,667	238	15-May-25	1,666,667
17	15-Dec-06	185,833,333	128	15-Mar-16	93,333,334	239	15-Jun-25	833,334
18	15-Jan-07	185,000,000	129	15-Apr-16	92,500,000	240	15-Jul-25	0
19	15-Feb-07	184,166,667	130	15-May-16	91,666,667	241	15-Aug-25
20	15-Mar-07	183,333,333	131	15-Jun-16	90,833,334		15-Sep-25	—
21	15-Apr-07	182,500,000	132	15-Jul-16	90,000,000		15-Oct-25	—
22	15-May-07	181,666,667	133	15-Aug-16	89,166,667		15-Nov-25	—
23	15-Jun-07	180,833,333	134	15-Sep-16	88,333,334		15-Dec-25	—
24	15-Jul-07	180,000,000	135	15-Oct-16	87,500,000		15-Jan-26	—
25	15-Aug-07	179,166,667	136	15-Nov-16	86,666,667		15-Feb-26	—
26	15-Sep-07	178,333,333	137	15-Dec-16	85,833,334		15-Mar-26	—
27	15-Oct-07	177,500,000	138	15-Jan-17	85,000,000		15-Apr-26	—
28	15-Nov-07	176,666,667	139	15-Feb-17	84,166,667		15-May-26	—
29	15-Dec-07	175,833,333	140	15-Mar-17	83,333,334		15-Jun-26	—
30	15-Jan-08	175,000,000	141	15-Apr-17	82,500,000		15-Jul-26	—
31	15-Feb-08	174,166,667	142	15-May-17	81,666,667		15-Aug-26	—
32	15-Mar-08	173,333,333	143	15-Jun-17	80,833,334		15-Sep-26	—
33	15-Apr-08	172,500,000	144	15-Jul-17	80,000,000		15-Oct-26	—
34	15-May-08	171,666,667	145	15-Aug-17	79,166,667		15-Nov-26	—
35	15-Jun-08	170,833,333	146	15-Sep-17	78,333,334		15-Dec-26	—
36	15-Jul-08	170,000,000	147	15-Oct-17	77,500,000		15-Jan-27	—
37	15-Aug-08	169,166,667	148	15-Nov-17	76,666,667		15-Feb-27	—
38	15-Sep-08	168,333,333	149	15-Dec-17	75,833,334		15-Mar-27	—
39	15-Oct-08	167,500,000	150	15-Jan-18	75,000,000		15-Apr-27	—

40	15-Nov-08	166,666,667	151	15-Feb-18	74,166,667	15-May-27	—
41	15-Dec-08	165,833,333	152	15-Mar-18	73,333,334	15-Jun-27	—
42	15-Jan-09	165,000,000	153	15-Apr-18	72,500,001	15-Jul-27	—
43	15-Feb-09	164,166,667	154	15-May-18	71,666,667	15-Aug-27	—
44	15-Mar-09	163,333,333	155	15-Jun-18	70,833,334	15-Sep-27	—
45	15-Apr-09	162,500,000	156	15-Jul-18	70,000,001	15-Oct-27	—
46	15-May-09	161,666,667	157	15-Aug-18	69,166,667	15-Nov-27	—
47	15-Jun-09	160,833,333	158	15-Sep-18	68,333,334	15-Dec-27	—
48	15-Jul-09	160,000,000	159	15-Oct-18	67,500,001	15-Jan-28	—
49	15-Aug-09	159,166,667	160	15-Nov-18	66,666,667	15-Feb-28	—
50	15-Sep-09	158,333,333	161	15-Dec-18	65,833,334	15-Mar-28	—
51	15-Oct-09	157,500,000	162	15-Jan-19	65,000,001	15-Apr-28	—
52	15-Nov-09	156,666,667	163	15-Feb-19	64,166,667	15-May-28	—
53	15-Dec-09	155,833,334	164	15-Mar-19	63,333,334	15-Jun-28	—
54	15-Jan-10	155,000,000	165	15-Apr-19	62,500,001	15-Jul-28	—
55	15-Feb-10	154,166,667	166	15-May-19	61,666,667	15-Aug-28	—
56	15-Mar-10	153,333,334	167	15-Jun-19	60,833,334	15-Sep-28	—
57	15-Apr-10	152,500,000	168	15-Jul-19	60,000,001	15-Oct-28	—
58	15-May-10	151,666,667	169	15-Aug-19	59,166,667	15-Nov-28	—
59	15-Jun-10	150,833,334	170	15-Sep-19	58,333,334	15-Dec-28	—
60	15-Jul-10	150,000,000	171	15-Oct-19	57,500,001	15-Jan-29	—
61	15-Aug-10	149,166,667	172	15-Nov-19	56,666,667	15-Feb-29	—
62	15-Sep-10	148,333,334	173	15-Dec-19	55,833,334	15-Mar-29	—
63	15-Oct-10	147,500,000	174	15-Jan-20	55,000,001	15-Apr-29	—
64	15-Nov-10	146,666,667	175	15-Feb-20	54,166,667	15-May-29	—
65	15-Dec-10	145,833,334	176	15-Mar-20	53,333,334	15-Jun-29	—
66	15-Jan-11	145,000,000	177	15-Apr-20	52,500,001	15-Jul-29	—
67	15-Feb-11	144,166,667	178	15-May-20	51,666,667	15-Aug-29	—
68	15-Mar-11	143,333,334	179	15-Jun-20	50,833,334	15-Sep-29	—
69	15-Apr-11	142,500,000	180	15-Jul-20	50,000,001	15-Oct-29	—
70	15-May-11	141,666,667	181	15-Aug-20	49,166,667	15-Nov-29	—
71	15-Jun-11	140,833,334	182	15-Sep-20	48,333,334	15-Dec-29	—
72	15-Jul-11	140,000,000	183	15-Oct-20	47,500,001	15-Jan-30	—
73	15-Aug-11	139,166,667	184	15-Nov-20	46,666,667	15-Feb-30	—
74	15-Sep-11	138,333,334	185	15-Dec-20	45,833,334	15-Mar-30	—
75	15-Oct-11	137,500,000	186	15-Jan-21	45,000,001	15-Apr-30	—
76	15-Nov-11	136,666,667	187	15-Feb-21	44,166,667	15-May-30	—
77	15-Dec-11	135,833,334	188	15-Mar-21	43,333,334	15-Jun-30	—
78	15-Jan-12	135,000,000	189	15-Apr-21	42,500,001	15-Jul-30	—
79	15-Feb-12	134,166,667	190	15-May-21	41,666,667		—
80	15-Mar-12	133,333,334	191	15-Jun-21	40,833,334
81	15-Apr-12	132,500,000	192	15-Jul-21	40,000,001
82	15-May-12	131,666,667	193	15-Aug-21	39,166,667
83	15-Jun-12	130,833,334	194	15-Sep-21	38,333,334
84	15-Jul-12	130,000,000	195	15-Oct-21	37,500,001
85	15-Aug-12	129,166,667	196	15-Nov-21	36,666,667
86	15-Sep-12	128,333,334	197	15-Dec-21	35,833,334
87	15-Oct-12	127,500,000	198	15-Jan-22	35,000,001
88	15-Nov-12	126,666,667	199	15-Feb-22	34,166,667
89	15-Dec-12	125,833,334	200	15-Mar-22	33,333,334
90	15-Jan-13	125,000,000	201	15-Apr-22	32,500,001
91	15-Feb-13	124,166,667	202	15-May-22	31,666,667
92	15-Mar-13	123,333,334	203	15-Jun-22	30,833,334

93	15-Apr-13	122,500,000	204	15-Jul-22	30,000,001
94	15-May-13	121,666,667	205	15-Aug-22	29,166,667
95	15-Jun-13	120,833,334	206	15-Sep-22	28,333,334
96	15-Jul-13	120,000,000	207	15-Oct-22	27,500,001
97	15-Aug-13	119,166,667	208	15-Nov-22	26,666,667
98	15-Sep-13	118,333,334	209	15-Dec-22	25,833,334
99	15-Oct-13	117,500,000	210	15-Jan-23	25,000,001
100	15-Nov-13	116,666,667	211	15-Feb-23	24,166,667
101	15-Dec-13	115,833,334	212	15-Mar-23	23,333,334
102	15-Jan-14	115,000,000	213	15-Apr-23	22,500,001
103	15-Feb-14	114,166,667	214	15-May-23	21,666,667
104	15-Mar-14	113,333,334	215	15-Jun-23	20,833,334
105	15-Apr-14	112,500,000	216	15-Jul-23	20,000,001
106	15-May-14	111,666,667	217	15-Aug-23	19,166,667
107	15-Jun-14	110,833,334	218	15-Sep-23	18,333,334
108	15-Jul-14	110,000,000	219	15-Oct-23	17,500,001
109	15-Aug-14	109,166,667	220	15-Nov-23	16,666,667
110	15-Sep-14	108,333,334	221	15-Dec-23	15,833,334
111	15-Oct-14	107,500,000	222	15-Jan-24	15,000,001

iii

Series A1 Scheduled Targeted Principal Balances by Period

Period	Payment Date Occurring In:	Scheduled Targeted Principal Balance	Period	Payment Date Occurring In:	Scheduled Targeted Principal Balance
1	15-Aug-05	198,717,949	151	15-Feb-18	6,410,257
2	15-Sep-05	197,435,897	152	15-Mar-18	5,128,205
3	15-Oct-05	196,153,846	153	15-Apr-18	3,846,154
4	15-Nov-05	194,871,795	154	15-May-18	2,564,103
5	15-Dec-05	193,589,744	155	15-Jun-18	1,282,052
6	15-Jan-06	192,307,692	156	15-Jul-18	0
7	15-Feb-06	191,025,641		15-Aug-18	—
8	15-Mar-06	189,743,590		15-Sep-18	—
9	15-Apr-06	188,461,538		15-Oct-18	—
10	15-May-06	187,179,487		15-Nov-18	—
11	15-Jun-06	185,897,436		15-Dec-18	—
12	15-Jul-06	184,615,385		15-Jan-19	—
13	15-Aug-06	183,333,333		15-Feb-19	—
14	15-Sep-06	182,051,282		15-Mar-19	—
15	15-Oct-06	180,769,231		15-Apr-19	—
16	15-Nov-06	179,487,180		15-May-19	—
17	15-Dec-06	178,205,128		15-Jun-19	—
18	15-Jan-07	176,923,077		15-Jul-19	—
19	15-Feb-07	175,641,026		15-Aug-19	—
20	15-Mar-07	174,358,974		15-Sep-19	—
21	15-Apr-07	173,076,923		15-Oct-19	—
22	15-May-07	171,794,872		15-Nov-19	—
23	15-Jun-07	170,512,821		15-Dec-19	—
24	15-Jul-07	169,230,769		15-Jan-20	—
25	15-Aug-07	167,948,718		15-Feb-20	—
26	15-Sep-07	166,666,667		15-Mar-20	—
27	15-Oct-07	165,384,615		15-Apr-20	—
28	15-Nov-07	164,102,564		15-May-20	—
29	15-Dec-07	162,820,513		15-Jun-20	—
30	15-Jan-08	161,538,462		15-Jul-20	—
31	15-Feb-08	160,256,410		15-Aug-20	—
32	15-Mar-08	158,974,359		15-Sep-20	—
33	15-Apr-08	157,692,308		15-Oct-20	—
34	15-May-08	156,410,256		15-Nov-20	—
35	15-Jun-08	155,128,205		15-Dec-20	—
36	15-Jul-08	153,846,154		15-Jan-21	—
37	15-Aug-08	152,564,103		15-Feb-21	—
38	15-Sep-08	151,282,051		15-Mar-21	—
39	15-Oct-08	150,000,000		15-Apr-21	—
40	15-Nov-08	148,717,949		15-May-21	—
41	15-Dec-08	147,435,898		15-Jun-21	—
42	15-Jan-09	146,153,846		15-Jul-21	—
43	15-Feb-09	144,871,795		15-Aug-21	—
44	15-Mar-09	143,589,744		15-Sep-21	—
45	15-Apr-09	142,307,692		15-Oct-21	—
46	15-May-09	141,025,641		15-Nov-21	—
47	15-Jun-09	139,743,590		15-Dec-21	—
48	15-Jul-09	138,461,539		15-Jan-22	—
49	15-Aug-09	137,179,487		15-Feb-22	—

50	15-Sep-09	135,897,436	15-Mar-22	—
51	15-Oct-09	134,615,385	15-Apr-22	—
52	15-Nov-09	133,333,333	15-May-22	—
53	15-Dec-09	132,051,282	15-Jun-22	—
54	15-Jan-10	130,769,231	15-Jul-22	—
55	15-Feb-10	129,487,180	15-Aug-22	—
56	15-Mar-10	128,205,128	15-Sep-22	—
57	15-Apr-10	126,923,077	15-Oct-22	—
58	15-May-10	125,641,026	15-Nov-22	—
59	15-Jun-10	124,358,974	15-Dec-22	—
60	15-Jul-10	123,076,923	15-Jan-23	—
61	15-Aug-10	121,794,872	15-Feb-23	—
62	15-Sep-10	120,512,821	15-Mar-23	—
63	15-Oct-10	119,230,769	15-Apr-23	—
64	15-Nov-10	117,948,718	15-May-23	—
65	15-Dec-10	116,666,667	15-Jun-23	—
66	15-Jan-11	115,384,616	15-Jul-23	—
67	15-Feb-11	114,102,564	15-Aug-23	—
68	15-Mar-11	112,820,513	15-Sep-23	—
69	15-Apr-11	111,538,462	15-Oct-23	—
70	15-May-11	110,256,410	15-Nov-23	—
71	15-Jun-11	108,974,359	15-Dec-23	—
72	15-Jul-11	107,692,308	15-Jan-24	—
73	15-Aug-11	106,410,257	15-Feb-24	—
74	15-Sep-11	105,128,205	15-Mar-24	—
75	15-Oct-11	103,846,154	15-Apr-24	—
76	15-Nov-11	102,564,103	15-May-24	—
77	15-Dec-11	101,282,051	15-Jun-24	—
78	15-Jan-12	100,000,000	15-Jul-24	—
79	15-Feb-12	98,717,949	15-Aug-24	—
80	15-Mar-12	97,435,898	15-Sep-24	—
81	15-Apr-12	96,153,846	15-Oct-24	—
82	15-May-12	94,871,795	15-Nov-24	—
83	15-Jun-12	93,589,744	15-Dec-24	—
84	15-Jul-12	92,307,692	15-Jan-25	—
85	15-Aug-12	91,025,641	15-Feb-25	—
86	15-Sep-12	89,743,590	15-Mar-25	—
87	15-Oct-12	88,461,539	15-Apr-25	—
88	15-Nov-12	87,179,487	15-May-25	—
89	15-Dec-12	85,897,436	15-Jun-25	—
90	15-Jan-13	84,615,385	15-Jul-25	—
91	15-Feb-13	83,333,334	15-Aug-25	—
92	15-Mar-13	82,051,282	15-Sep-25	—
93	15-Apr-13	80,769,231	15-Oct-25	—
94	15-May-13	79,487,180	15-Nov-25	—
95	15-Jun-13	78,205,128	15-Dec-25	—
96	15-Jul-13	76,923,077	15-Jan-26	—
97	15-Aug-13	75,641,026	15-Feb-26	—
98	15-Sep-13	74,358,975	15-Mar-26	—
99	15-Oct-13	73,076,923	15-Apr-26	—
100	15-Nov-13	71,794,872	15-May-26	—
101	15-Dec-13	70,512,821	15-Jun-26	—
102	15-Jan-14	69,230,769	15-Jul-26	—
103	15-Feb-14	67,948,718	15-Aug-26	—

104	15-Mar-14	66,666,667	15-Sep-26	—
105	15-Apr-14	65,384,616	15-Oct-26	—
106	15-May-14	64,102,564	15-Nov-26	—
107	15-Jun-14	62,820,513	15-Dec-26	—
108	15-Jul-14	61,538,462	15-Jan-27	—
109	15-Aug-14	60,256,410	15-Feb-27	—
110	15-Sep-14	58,974,359	15-Mar-27	—
111	15-Oct-14	57,692,308	15-Apr-27	—
112	15-Nov-14	56,410,257	15-May-27	—
113	15-Dec-14	55,128,205	15-Jun-27	—
114	15-Jan-15	53,846,154	15-Jul-27	—
115	15-Feb-15	52,564,103	15-Aug-27	—
116	15-Mar-15	51,282,052	15-Sep-27	—
117	15-Apr-15	50,000,000	15-Oct-27	—
118	15-May-15	48,717,949	15-Nov-27	—
119	15-Jun-15	47,435,898	15-Dec-27	—
120	15-Jul-15	46,153,846	15-Jan-28	—
121	15-Aug-15	44,871,795	15-Feb-28	—
122	15-Sep-15	43,589,744	15-Mar-28	—
123	15-Oct-15	42,307,693	15-Apr-28	—
124	15-Nov-15	41,025,641	15-May-28	—
125	15-Dec-15	39,743,590	15-Jun-28	—
126	15-Jan-16	38,461,539	15-Jul-28	—
127	15-Feb-16	37,179,487	15-Aug-28	—
128	15-Mar-16	35,897,436	15-Sep-28	—
129	15-Apr-16	34,615,385	15-Oct-28	—
130	15-May-16	33,333,334	15-Nov-28	—
131	15-Jun-16	32,051,282	15-Dec-28	—
132	15-Jul-16	30,769,231	15-Jan-29	—
133	15-Aug-16	29,487,180	15-Feb-29	—
134	15-Sep-16	28,205,128	15-Mar-29	—
135	15-Oct-16	26,923,077	15-Apr-29	—
136	15-Nov-16	25,641,026	15-May-29	—
137	15-Dec-16	24,358,975	15-Jun-29	—
138	15-Jan-17	23,076,923	15-Jul-29	—
139	15-Feb-17	21,794,872	15-Aug-29	—
140	15-Mar-17	20,512,821	15-Sep-29	—
141	15-Apr-17	19,230,770	15-Oct-29	—
142	15-May-17	17,948,718	15-Nov-29	—
143	15-Jun-17	16,666,667	15-Dec-29	—
144	15-Jul-17	15,384,616	15-Jan-30	—
145	15-Aug-17	14,102,564	15-Feb-30	—
146	15-Sep-17	12,820,513	15-Mar-30	—
147	15-Oct-17	11,538,462	15-Apr-30	—
148	15-Nov-17	10,256,411	15-May-30	—
149	15-Dec-17	8,974,359	15-Jun-30	—
150	15-Jan-18	7,692,308	15-Jul-30	—

iii

EX-10.41 9 a05-18192_4ex10d41.htm MATERIAL CONTRACTS

Exhibit 10.41

WILLIS ENGINE SECURITIZATION TRUST

Issuer

and

DEUTSCHE BANK TRUST COMPANY AMERICAS

Indenture Trustee

SERIES B1 SUPPLEMENT

Dated as of August 9, 2005

INDENTURE

Dated as of August 9, 2005

SERIES B1 NOTES

TABLE OF CONTENTS

ARTICLE I

DEFINITIONS; CALCULATION GUIDELINES

Section 1.01.	Definitions

ARTICLE II

CREATION OF THE SERIES B1 NOTES

Section 2.01.	Designation
Section 2.02.	Authentication and Delivery
Section 2.03.	Interest Payments on the Series B1 Notes
Section 2.04.	Principal Payments on the Series B1 Notes
Section 2.05.	Prepayment of Principal on the Series B1 Notes
Section 2.06.	Manner of Payment
Section 2.07.	Restrictions on Transfer
Section 2.08.	Final Maturity Date
Section 2.09.	Payment Date Schedule

ARTICLE III

SERIES B1 ACCOUNT AND ALLOCATION AND APPLICATION OF AMOUNTS THEREIN

Section 3.01.	Series B1 Series Account
Section 3.02.	Distributions from Series B1 Series Account

ARTICLE IV

CONDITIONS TO ISSUANCE

Section 4.01.	Conditions to Issuance

ARTICLE V

REPRESENTATIONS AND WARRANTIES

Section 5.01.	Indenture Representations and Warranties

ARTICLE VI

MISCELLANEOUS PROVISIONS

Section 6.01.	Ratification of Indenture
Section 6.02.	Counterparts
Section 6.03.	Governing Law
Section 6.04.	Notices to Rating Agencies

Section 6.05.	Statutory References
Section 6.06.	Amendments and Modifications
Section 6.07.	Waiver of Jury Trial
Section 6.08.	Appointment of Representative

EXHIBITS

EXHIBIT A	Form of Series B1 Note
EXHIBIT B	Form of Certificate to be Given by Noteholders
EXHIBIT C	Form of Certificate to be Given by Euroclear or Clearstream
EXHIBIT D	Form of Certificate to be Given by Transferee of Beneficial Trust Interest In a Regulation S Temporary Book Entry Note
EXHIBIT E	Form of Transfer Certificate for Exchange or Transfer From 144A Book Entry Note to Regulations S Book Entry Note

SCHEDULES

SCHEDULE 1	Series B1 Scheduled Targeted Principal Balance by Payment Date

SERIES B1 SUPPLEMENT, dated as of August 9, 2005 (the “Supplement”), issued pursuant to, and incorporating the terms of, the Indenture, dated as of August 9, 2005 (as amended, modified or supplemented from time to time, the “Indenture”) between WILLIS ENGINE SECURITIZATION TRUST, a Delaware statutory trust (“WEST”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, as Indenture Trustee (the “Indenture Trustee”).

WITNESSETH THAT:

WHEREAS, WEST and the Indenture Trustee wish to set forth the Principal Terms of a Series of Notes to be issued pursuant to this Supplement and designated as “Willis Engine Securitization Trust Series B1 Floating Rate Secured Notes”;

NOW THEREFORE, in consideration of the mutual agreements herein contained, the parties hereto agree as follows:

ARTICLE I

Definitions; Calculation Guidelines

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

“Closing Date” means August 9, 2005.

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

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

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

“Offering Memorandum” shall mean the Offering Memorandum, dated July 28, 2005, prepared by WEST in connection with the offering of the Series A1 Notes.

“One-Month LIBOR” means, for any Interest Accrual Period, LIBOR, as defined in the Indenture, for the Specified Period as of the Reference Date for such Interest Accrual Period.

“Optional Redemption” means a voluntary prepayment by WEST of all or a portion of the Outstanding Principal Balance of the Series A Notes in accordance with the terms of this Supplement.

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

“Rating Agencies” for the Series B1 Notes means Fitch and Moody’s.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

“Specified Period” shall mean one month.

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

“Willis” means Willis Lease Finance Corporation, a Delaware corporation.

(b) The conventions of construction and usage set forth in Section 1.02 of the Indenture are hereby incorporated by reference in this Supplement.

ARTICLE II

Creation of the Series B1 Notes

Section 2.01. Designation.

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

(b) The first Payment Date with respect to the Series B1 Notes shall be on August 15, 2005.

(c) Payments of principal on the Series B1 Notes shall be payable from funds on deposit in the Series B1 Series Account or otherwise at the times and in the amounts set forth in Article III of the Indenture and Sections 2.04, 2.05 and 3.02 of this Supplement.

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

Section 2.02. Authentication and Delivery.

(a) On the Series Issuance Date, WEST shall sign, and shall direct the Indenture Trustee in writing pursuant to Section 2.01(c) of the Indenture to duly authenticate, and the Indenture Trustee, upon receiving such direction, (i) shall authenticate, subject to compliance with the conditions precedent set forth in Section 4.01 hereof, the Series B1 Notes in accordance with such written directions, and (ii) subject to compliance with the conditions precedent set forth in Section 4.01 hereof, shall deliver such Series B1 Notes to the Initial Purchaser in accordance with such written directions. The Series B1 Notes shall be issued initially as Definitive Notes. The Series B1 Notes may subsequently be converted into Book Entry Notes with consent of WEST and the Majority of Holders.

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

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

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

(c) The Series B1 Notes shall be executed by manual or facsimile signature on behalf of the Issuer by a Responsible Officer of the Owner Trustee and shall be substantially in the form of Exhibit A hereto, as applicable, with the appropriate legend required by Section 2.02 of the Indenture inscribed on the face thereof.

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

Section 2.03. Interest Payments on the Series B1 Notes.

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

(b) Additional Interest. If WEST shall fail to pay the Series B1 Base Interest Amount or the Series B1 Supplemental Interest Amount on any Series B1 Note when due, or any other amount becoming due under this Supplement (other than payments of principal on the Series B1 Notes), WEST shall, from time to time, pay Series B1 Additional Interest on such unpaid amounts, to the extent permitted by applicable law, to, but not including, the date of actual payment (after as well as before judgment), for the period during which such interest or other amount shall be unpaid from the due date of such payment to the date of actual payment thereof. Any such interest shall be payable at the times and subject to the priorities set forth in Section 3.02 of this Supplement and Section 3.13 of the Indenture. All amounts of Series B1 Additional Interest shall be due and payable on the earlier to occur of (i) the date on which the Series B1 Notes have been accelerated in accordance with the provisions of Section 4.02 of the Indenture and (ii) the Series B1 Final Maturity Date.

(c) Maximum Interest Rate. In no event shall the interest charged with respect to a Series B1 Note exceed the maximum amount permitted by applicable law. If at any time the Series B1 Interest Amount charged with respect to the Series B1 Notes exceeds the maximum rate permitted by applicable law, the rate of interest to accrue pursuant to this Supplement and such Series B1 Note shall be limited to the maximum rate permitted by applicable law, but any subsequent reductions in the One-Month LIBOR shall not reduce the interest to accrue on such Series B1 Note below the maximum amount permitted by Applicable Law until the total amount of interest accrued on such Series B1 Note equals the amount of interest that would have accrued if a varying rate per annum equal to the interest rate had at all times been in effect. If the total amount of interest paid or accrued on the Series B1 Note under the foregoing provisions is less than the total amount of interest that would have accrued if the interest rate had at all times been in effect, WEST agrees to pay to the Series B1 Noteholders an amount equal to the difference between (a) the lesser of (i) the amount of interest that would have accrued if the maximum rate permitted by applicable law had at all times been in effect, or (ii) the amount of interest that would have accrued if the interest rate had at all times been equal to the Series B1 Interest Amount, and (b) the amount of interest accrued in accordance with the other provisions of this Supplement.

Section 2.04. Principal Payments on the Series B1 Notes.

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

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

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

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

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

(b) If there is any Balance in the Engine Acquisition Account at the end of the Delivery Period beginning on the Initial Closing Date, the portion thereof allocated to the Series B1 Notes in accordance with Section 3.15(b) of the Indenture shall be applied to the prepayment of the Series B1 Notes as provided in Section 3.16 of the Indenture on the next succeeding Payment Date (the “Acquisition Redemption Date”) after the end of such Delivery Period.

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

Section 2.06. Manner of Payment. All payments of principal and interest on the Series B1 Notes payable on each Payment Date shall be paid to the Series B1 Noteholders reflected in the Register as of the related Record Date by wire transfer of immediately available funds for receipt prior to 1:00 p.m. (New York City time) on such Payment Date. Any payments received by the Series B1 Noteholders after 1:00 p.m. (New York City time) on any day shall be considered to have been received on the next succeeding Business Day.

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

no obligations or duties with respect to determining whether any transfers of the Series B1 Notes are made in accordance with the Securities Act or any other law; provided that with respect to Definitive Notes, the Indenture Trustee shall enforce such transfer restrictions in accordance with the terms set forth in this Supplement.

Section 2.08. Final Maturity Date. The unpaid principal amount of the Series B1 Notes together with all unpaid interest (including all Additional Interest and Conversion Step-Up Interest), fees, expenses, costs and other amounts payable by WEST pursuant to the terms of the Indenture, this Supplement and the other Series B1 Transaction Documents shall be due and payable in full on the earlier to occur of (i) the date on which the Series B1 Notes have been accelerated in accordance with the provisions of Section 4.02 of the Indenture and (ii) the Series B1 Final Maturity Date.

Section 2.09. Payment Date Schedule. The Administrative Agent shall distribute a copy of each Payment Date Schedule delivered pursuant to Section 3.12(e) of the Indenture to the Series B1 Noteholders.

ARTICLE III

Series B1 Account and Allocation and
Application of Amounts Therein

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

Section 3.02. Distributions from Series B1 Series Account. On each Payment Date, the Indenture Trustee shall distribute funds then on deposit in the Series B1 Series Account in accordance with the provisions of either subsection (a), (b) or (c) of this Section 3.02.

(a) If neither an Early Amortization Event nor an Indenture Event of Default shall have occurred and be continuing with respect to any Series of Notes:

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

ii. To each Holder of a Series B1 Note on the related Record Date, an amount equal to its pro rata portion of the Scheduled Principal Payment Amount then due and payable to the Holders of the Series B1 Notes on such Payment Date;

iii. To each Holder of a Series B1 Note on the related Record Date, an amount equal to its pro rata portion of the Series A Supplemental Principal Payment Amount (if any) then due and payable to the Holders of the Series B1 Notes on such Payment Date;

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

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

vi. After payment in full of the foregoing amounts pursuant to this Section 3.02 of this Supplement, to WEST, any remaining amounts then on deposit in the Series B1 Series Account.

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

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

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

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

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

vi. After payment in full of the foregoing amounts pursuant to this Section 3.02 of this Supplement, to WEST, any remaining amounts then on deposit in the Series B1 Series Account.

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

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

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

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

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

v. After payment in full of the foregoing amounts pursuant to this Section 3.02 of this Supplement, to WEST, any remaining amounts then on deposit in the Series B1 Series Account.

ARTICLE IV

Conditions to Issuance

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

ARTICLE V

Representations and Warranties

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

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

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

ARTICLE VI

Miscellaneous Provisions

Section 6.05. Statutory References. References in this Supplement and any other Series B1 Transaction Document to any section of the Uniform Commercial Code or the UCC shall mean, on or after the effective date of adoption of any revision to the Uniform Commercial Code or the UCC in the applicable jurisdiction, such revised or successor section thereto.

Section 6.06. Amendments and Modifications. The terms of this Supplement may be waived, modified or amended only in a written instrument signed by each of WEST and the Indenture Trustee and, except with respect to the matters set forth in (and subject to the terms of) Section 9.01 of the Indenture, only with the prior written consent of the Majority of Holders or, with respect to the matters set forth in Section 9.02(a) of the Indenture, the prior written consent of the Holders of all Series B1 Notes then Outstanding.

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

[Signature page follows.]

IN WITNESS WHEREOF, WEST and the Indenture Trustee have caused this Supplement to be duly executed and delivered by their respective officers all as of the day and year first above written.

	WILLIS ENGINE SECURITIZATION TRUST

	By:	/s/ Monica J. Burke
		Name: Monica J. Burke
		Title: Controlling Trustee

	DEUTSCHE BANK TRUST COMPANY AMERICAS, as Indenture Trustee

	By:	/s/ Peter T. Becker
		Name: Peter T. Becker
		Title: Vice President

EXHIBIT A

SERIES B1 SUPPLEMENT

FORM OF SERIES B1 NOTE

WILLIS ENGINE SECURITIZATION TRUST

SERIES B1 FLOATING RATE SECURED NOTE

$[XX]

CUSIP No.:

No. 1

August , 2005

KNOW ALL PERSONS BY THESE PRESENTS that WILLIS ENGINE SECURITIZATION TRUST, a Delaware statutory trust (“WEST”), for value received, hereby promises to pay to Cede & Co., or registered assigns, at the principal corporate trust office of the Indenture Trustee named below, (i) the principal sum of Dollars ($ ), which sum shall be payable on each Payment Date on the dates and in the amounts set forth in the Indenture, dated as of August 9, 2005 (as amended, restated or otherwise modified from time to time, the “Indenture”) and the Series B1 Supplement, dated as of August 9, 2005 (as amended, restated or otherwise modified from time to time, the “Series B1 Supplement”), each between WEST and Deutsche Bank Trust Company Americas, as indenture trustee (the “Indenture Trustee”), and (ii) interest on the outstanding principal amount of this Series B1 Note on the dates and in the amounts set forth in the Indenture and the Series B1 Supplement. Capitalized terms not otherwise defined herein will have the meaning set forth in the Indenture and the Series B1 Supplement.

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

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

A-1

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

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

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

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

A-2

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

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

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

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

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

A-3

	WILLIS ENGINE SECURITIZATION TRUST

	By:
		Name:
		Title:

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

	DEUTSCHE BANK TRUST COMPANY AMERICAS, as Indenture Trustee

	By:
		Name:
		Title:

A-4

Schedule A

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

Date	Principal Amount Issued or Exchanged	Remaining Principal Amount of this Series B1 Note	Notation Made by or on Behalf of

A-5

EXHIBIT B

SERIES B1 SUPPLEMENT

FORM OF CERTIFICATE TO BE GIVEN BY NOTEHOLDERS

[Euroclear

151 Boulevard Jacqmain

B-1210 Brussels, Belgium]

[Clearstream Banking, société anonyme

f/k/a CedelBank, société anonyme

67 Boulevard Grand-Duchesse Charlotte

L-1331 Luxembourg]

Re: Series B1 Floating Rate Secured Notes (the “Offered Notes”) issued pursuant to the Series B1 Supplement, dated as of August 9, 2005, between Willis Engine Securitization Trust (the “Issuer”) and Deutsche Bank Trust Company Americas (the “Indenture Trustee”) to the Indenture, dated as of August 9, 2005, between WEST and the Indenture Trustee.

Dated:*			By:		,
			Account Holder

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

B-1

EXHIBIT C

SERIES B1 SUPPLEMENT

FORM OF
CERTIFICATE TO BE GIVEN BY EUROCLEAR OR CLEARSTREAM

Deutsche Bank Trust Company Americas

as Indenture Trustee and Note Registrar

[ ]

New York, New York [ ]

Attention: [ ]

Date:			Yours faithfully,

			By:
			[Morgan Guaranty Trust Company of New York, Brussels Office, as Operator of the Euroclear Clearance System] [Clearstream, société anonyme]

C-1

EXHIBIT D

SERIES B1 SUPPLEMENT

FORM OF
CERTIFICATE TO BE GIVEN BY TRANSFEREE OF BENEFICIAL INTEREST IN A
REGULATION S TEMPORARY BOOK ENTRY NOTE

[Euroclear

151 Boulevard Jacqmain

B-1210 Brussels, Belgium]

[Clearstream Banking, société anonyme

f/k/a CedelBank, société anonyme

67 Boulevard Grand-Duchesse Charlotte

L-1331 Luxembourg]

The undersigned undertakes to advise you promptly by tested telex on or prior to the date on which you intend to submit your certification relating to the Offered Notes held by you in which the undersigned intends to acquire a beneficial interest in accordance with your operating procedures if any applicable statement herein is not correct on such date. In the absence of any such notification, it may be assumed that this certification applies as of such date.

Dated:

By:

D-1

EXHIBIT E

SERIES B1 SUPPLEMENT

FORM OF
TRANSFER CERTIFICATE FOR EXCHANGE OR
TRANSFER FROM 144A BOOK-ENTRY NOTE
TO REGULATION S BOOK-ENTRY NOTE

Deutsche Bank Trust Company Americas

as Indenture Trustee and Note Registrar

[ ]

New York, New York [ ]

Attention: [ ]

Re: Series B1 Floating Rate Secured Notes (the “Offered Notes”) issued pursuant to the Series B1 Supplement, dated as of August 9, 2005, between Willis Engine Securitization Trust (the “Issuer”) and Deutsche Bank Trust Company Americas (the “Indenture Trustee”) to the Indenture (as supplemented, the “Indenture”), dated as of August 9, 2005, between WEST and the Indenture Trustee.

Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

(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,

E-1

(iv) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act, and

This certification and the statements contained herein are made for your benefit and the benefit of WEST.

	[Insert name of Transferor]

Dated:	By:
	Title:

E-2

SCHEDULE 1

SERIES B1 SUPPLEMENT

SCHEDULES OF MINIMUM TARGETED PRINCIPAL BALANCES
AND SCHEDULED TARGETED PRINCIPAL BALANCES

Payment Date		Series B1 Scheduled Targeted Principal Balances
8/15/2005		28,119,784
9/15/2005		27,962,690
10/15/2005		27,805,596
11/15/2005		27,648,503
12/15/2005		27,491,409
1/15/2006		27,334,315
2/15/2006		27,177,221
3/15/2006		27,020,128
4/15/2006		26,863,034
5/15/2006		26,705,940
6/15/2006		26,548,846
7/15/2006		26,391,753
8/15/2006		26,234,659
9/15/2006		26,077,565
10/15/2006		25,920,471
11/15/2006		25,763,378
12/15/2006		25,606,284
1/15/2007		25,449,190
2/15/2007		25,292,096
3/15/2007		25,135,002
4/15/2007		24,977,909
5/15/2007		24,820,815
6/15/2007		24,663,721
7/15/2007		24,506,627
8/15/2007		24,349,534
9/15/2007		24,192,440
10/15/2007		24,035,346
11/15/2007		23,878,252
12/15/2007		23,721,159
1/15/2008		23,564,065
2/15/2008		23,406,971
3/15/2008		23,249,877
4/15/2008		23,092,784
5/15/2008		22,935,690
6/15/2008		22,778,596
7/15/2008		22,621,502
8/15/2008		22,464,408
9/15/2008		22,307,315
10/15/2008		22,150,221
11/15/2008		21,993,127
12/15/2008		21,836,033
1/15/2009		21,678,940
2/15/2009		21,521,846
3/15/2009		21,364,752

Payment Date		Series B1 Scheduled Targeted Principal Balances
4/15/2009		21,207,658
5/15/2009		21,050,565
6/15/2009		20,893,471
7/15/2009		20,736,377
8/15/2009		20,579,283
9/15/2009		20,422,189
10/15/2009		20,265,096
11/15/2009		20,108,002
12/15/2009		19,950,908
1/15/2010		19,793,814
2/15/2010		19,636,721
3/15/2010		19,479,627
4/15/2010		19,322,533
5/15/2010		19,165,439
6/15/2010		19,008,346
7/15/2010		18,851,252
8/15/2010		18,694,158
9/15/2010		18,537,064
10/15/2010		18,379,971
11/15/2010		18,222,877
12/15/2010		18,065,783
1/15/2011		17,908,689
2/15/2011		17,751,595
3/15/2011		17,594,502
4/15/2011		17,437,408
5/15/2011		17,280,314
6/15/2011		17,123,220
7/15/2011		16,966,127
8/15/2011		16,809,033
9/15/2011		16,651,939
10/15/2011		16,494,845
11/15/2011		16,337,752
12/15/2011		16,180,658
1/15/2011		16,023,564
2/15/2012		15,866,470
3/15/2012		15,709,377
4/15/2012		15,552,283
5/15/2012		15,395,189
6/15/2012		15,238,095
7/15/2012		15,081,001
8/15/2012		14,923,908
9/15/2012		14,766,814
10/15/2012		14,609,720
11/15/2012		14,452,626
12/15/2012		14,295,533
1/15/2013		14,138,439
2/15/2013		13,981,345
3/15/2013		13,824,251
4/15/2013		13,667,158
5/15/2013		13,510,064
6/15/2013		13,352,970
7/15/2013		13,195,876

Payment Date		Series B1 Scheduled Targeted Principal Balances
8/15/2013		13,038,783
9/15/2013		12,881,689
10/15/2013		12,724,595
11/15/2013		12,567,501
12/15/2013		12,410,407
1/15/2014		12,253,314
2/15/2014		12,096,220
3/15/2014		11,939,126
4/15/2014		11,782,032
5/15/2014		11,624,939
6/15/2014		11,467,845
7/15/2014		11,310,751
8/15/2014		11,153,657
9/15/2014		10,996,564
10/15/2014		10,839,470
11/15/2014		10,682,376
12/15/2014		10,525,282
1/15/2015		10,368,189
2/15/2015		10,211,095
3/15/2015		10,054,001
4/15/2015		9,896,907
5/15/2015		9,739,813
6/15/2015		9,582,720
7/15/2015		9,425,626
8/15/2015		9,268,532
9/15/2015		9,111,438
10/15/2015		8,954,345
11/15/2015		8,797,251
12/15/2015		8,640,157
1/15/2016		8,483,063
2/15/2016		8,325,970
3/15/2016		8,168,876
4/15/2016		8,011,782
5/15/2016		7,854,688
6/15/2016		7,697,595
7/15/2016		7,540,501
8/15/2016		7,383,407
9/15/2016		7,226,313
10/15/2016		7,069,219
11/15/2016		6,912,126
12/15/2016		6,755,032
1/15/2017		6,597,938
2/15/2017		6,440,844
3/15/2017		6,283,751
4/15/2017		6,126,657
5/15/2017		5,969,563
6/15/2017		5,812,469
7/15/2017		5,655,376
8/15/2017		5,498,282
9/15/2017		5,341,188
10/15/2017		5,184,094
11/15/2017		5,027,000

iii

Payment Date		Series B1 Scheduled Targeted Principal Balances
12/15/2017		4,869,907
1/15/2018		4,712,813
2/15/2018		4,555,719
3/15/2018		4,398,625
4/15/2018		4,241,532
5/15/2018		4,084,438
6/15/2018		3,927,344
7/15/2018		1,868,867
8/15/2018		1,790,998
9/15/2018		1,713,128
10/15/2018		1,635,259
11/15/2018		1,557,390
12/15/2018		1,479,520
1/15/2019		1,401,651
2/15/2019		1,323,781
3/15/2019		1,245,912
4/15/2019		1,168,042
5/15/2019		1,090,173
6/15/2019		1,012,303
7/15/2019		934,434
8/15/2019		856,564
9/15/2019		778,695
10/15/2019		700,825
11/15/2019		622,956
12/15/2019		545,086
1/15/2020		467,217
2/15/2020		389,347
3/15/2020		311,478
4/15/2020		233,608
5/15/2020		155,739
6/15/2020		77,869

EX-10.42 10 a05-18192_4ex10d42.htm MATERIAL CONTRACTS

Exhibit 10.42

EXECUTION COPY

REDACTED COPY

Portions of this Exhibit 10.42 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 A2 SUPPLEMENT

Dated as of August 9, 2005

INDENTURE

Dated as of August 9, 2005

SERIES A2 NOTES

TABLE OF CONTENTS

ARTICLE I

DEFINITIONS; CALCULATION GUIDELINES

Section 1.01	Definitions

ARTICLE II

CREATION OF THE SERIES A2 NOTES

Section 2.01	Designation
Section 2.02	Authentication and Delivery
Section 2.03	Loans under the Series A2 Notes
Section 2.04	Interest Payments; Commitment Fee
Section 2.05	Payments of Principal
Section 2.06	Series A2 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 A2 SERIES ACCOUNT AND ALLOCATION AND APPLICATION OF AMOUNTS THEREIN


Section 3.01	Series A2 Series Account
Section 3.02	Distributions from Series A2 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
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 A2 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 A2 Minimum Targeted Principal Balance by Payment Date
SCHEDULE 2	Series A2 Scheduled Targeted Principal Balance by Payment Date
SCHEDULE 3	Commitments of Series A2 Noteholders

SERIES A2 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:

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 A2 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 A2 Note Purchase Agreement, pursuant to which the transferee of a Series A2 Note agrees to make Series A2 Loans to the extent of the Unused Commitment allocable to the Series A2 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

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.

“Conversion Date” means, for the Series A2 Notes, July 31, 2007.

“CP Noteholder” means any Series A2 Noteholder that will fund or maintain its Loans and its holding of its Series A2 Note with the issuance of Commercial Paper Notes.

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

“Eligible Transferee” means the following: (i) an Affiliate of a Series A2 Noteholder, or (ii) any other then existing Series A2 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 Series A2 Loans to WEST up to the Unused Commitment in respect of the Series A2 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 A2 Noteholder, any of the following: (i) a determination by a Series A2 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 A2 Loan for such Interest Accrual Period; (ii) a determination by a Series A2 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 A2 Noteholder of making, funding or maintaining any Series A2 Loan for such Interest Accrual Period; or (iii) the inability of a Series A2 Noteholder to obtain Dollars in the London interbank market to make, fund or maintain any Series A2 Loan for such Interest Accrual Period.

“Eurodollar Reserve Percentage” means, with respect to any Series A2 Noteholder for any Interest Accrual Period, the reserve percentage (expressed as a decimal, rounded upward to the nearest 1/100^th 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 A2 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.

“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 Bank (Nederland) N.V.

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

“Funding Date Engine” shall have the meaning specified in the Series A2 Note Purchase and Loan Agreement..

“Funding Request” shall have the meaning specified in the Series A2 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 A2 Noteholders pursuant to Sections 2.08, 2.09, 2.10 and 2.11 hereof and Article VII of the Series A2 Note Purchase Agreement.

“Initial Purchasers” means Fortis and HSH, as the purchasers of the Series A2 Notes in the Series A2 Note Purchase Agreement.

“Issuance Expenses” shall mean (a) the commission payable to the Initial Purchasers in respect to the issuance of the Series A2 Notes and the fees payable to the Structuring Agent and the Co-Structuring Agent that are calculated with respect to the Outstanding Principal Balance of the Series A2 Notes and (b) the portion of the expenses of the Initial Purchasers, the Structuring Agent and the Co-Structuring Agents that are allocable to the Series A2 Notes, as agreed by WEST and such parties.

“Loans” shall the Series A2 Loans and the Series B2 Loans.

“Majority of Holders” means, with respect to the Series A2 Notes as of any date of determination, Series A2 Noteholders that, individually or in the aggregate, own Series A2 Notes representing more than fifty percent (50%) of the Maximum Commitment or, if a Conversion Event shall have occurred, then aggregate Series A2 Note Principal Balance.

“Maximum Commitment” shall mean (a), for all Series A2 Noteholders, $100,000,000 in the aggregate, which amount may be increased up to $150,000,000 as provided in Section 2.03(d) hereof and the Series A2 Note Purchase Agreement, and (b), for each Series A2 Noteholder, the amount set forth opposite the name of such Series A2 Noteholder in Schedule 3 attached hereto, increased proportionately in the event of any increase in the aggregate Maximum Commitment described in clause (a) of this definition.

“Minimum Targeted Principal Balance” means for the Series A2 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 A2 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 “Minimum 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.

“Noteholder Indemnified Amounts” shall mean (i) all Increased Costs of the Series A2 Noteholders and (ii) all indemnification payments owing by WEST to the Series A2 Noteholders pursuant to Section 7.01 of the Series A2 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 A2 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 A2 Notes, Fitch and Moody’s.

“Scheduled Targeted Principal Balance” means for the Series A2 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 A2 Notes on the date on which a Conversion Event occurs, and (ii) the percentage set forth opposite such Payment Date on Schedule 2 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 A2 Additional Interest” means interest at the Series A2 Stated Rate on the aggregate amount of any unpaid interest on the Series A2 Notes (including any unpaid portion of

any Series A2 Stated Interest Amount, Series A2 Conversion Step-Up Interest Amount and Additional Interest Amount) and the other amounts described in Section 2.04(c) hereof.

“Series A2 Additional Interest Amount” means, for any Payment Date, an amount equal to the Series A2 Additional Interest on the aggregate amount of unpaid interest (including any unpaid portion of any Series A2 Stated Interest Amount, Series A2 Conversion Step-Up Interest Amount and the Series A2 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 A2 Notes on any prior Payment Date. The Series A2 Additional Interest Amount constitutes the Additional Interest Amount for the Series A2 Notes for purposes of Sections 3.12 and 3.13 of the Indenture.

“Series A2 Commitment Fee” shall mean the Commitment Fee payable to the Series A2 Noteholders pursuant to this Supplement.

“Series A2 Commitment Fee Amount” means, for any Payment Date, an amount equal to the accrued and unpaid Commitment Fee at the Series A2 Commitment Fee Rate on the Maximum Commitment during the Interest Accrual Period ending on (but excluding) such Payment Date. The Series A2 Commitment Fee Amount constitutes the Commitment Fee for the Series A2 Notes for purposes of Sections 3.12 and 3.13 of the Indenture.

“Series A2 Commitment Fee Rate” means, for each Interest Accrual Period, *** per annum.

“Series A2 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 A2 Notes, an amount equal to the accrued and unpaid interest at the Series A2 Conversion Step-Up Interest Rate on the Outstanding Principal Balance of the Series A2 Notes for the Interest Accrual Period ending on (but excluding) such Payment Date. The Series A2 Conversion Step-Up Interest Amount constitutes the Conversion Step-Up Interest Amount for the Series A2 Notes for purposes of Sections 3.12 and 3.13 of the Indenture.

“Series A2 Conversion Step-Up Interest Rate” means, for each Interest Accrual Period, one quarter of one percent (.25%) per annum.

“Series A2 Definitive Notes” means Series A2 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 A2 Expected Final Payment Date” means July 15, 2018.

“Series A2 Final Maturity Date” means August 15, 2030.

“Series A2 Increased Costs” means, for any Interest Accrual Period, (a) the aggregate amount payable to all Series A2 Noteholders pursuant to Sections, 2.08, 2.09, 2.10 and 2.11 of this Agreement and Section 7.1 of the Series A2 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.

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

“Series A2 Interest Amount” means, for any Payment Date, an amount equal to the sum of the Series A2 Stated Interest Amount, the Series A2 Conversion Step-Up Interest Amount and the Series A2 Additional Interest Amount due and payable on the Series A2 Notes on such Payment Date.

“Series A2 Loan” means, individually or in the aggregate, a loan to WEST by the holder or holders of the Series A2 Notes pursuant to this Supplement and the Series A2 Note Purchase Agreement.

“Series A2 Note Purchase Agreement” means the Series A2 Note Purchase and Loan Agreement, dated as of August 9, 2005, among WEST, Willis, and the Initial Purchasers.

“Series A2 Notes” means the Series of Notes designated as the “Willis Engine Securitization Trust Series A2 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 A2 144A Book Entry Notes” means Series A2 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 A2 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 A2 Stated 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 A2 Stated Rate on the Outstanding Principal Balance of the Series A2 Notes on such date. The Series A2 Stated Interest Amount constitutes the Stated Interest Amount for the Series A2 Notes for purposes of Sections 3.12 and 3.13 of the Indenture.

“Series A2 Stated Rate” means, for each Series A2 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 A2 Loan for such Interest Accrual Period and (ii) one and one-half percent (1.50%) 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 A2 Loan if (a) on or before the first day of such Interest Accrual Period an affected Series A2 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 A2 Loan on the first day of such Interest Accrual Period is less than Five Million Dollars ($5,000,000).

“Series A2 Supplement” or “Supplement” means this Supplement, as amended, modified or supplemented from time to time in accordance with the terms of this Supplement.

“Series A2 Supplemental Principal Payment Amount” means, for the Series A2 Notes on any Payment Date, the amount of a Series A Supplemental Principal Payment Amount allocated and paid to the holders of the Series A2 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 A2 Transaction Documents” means any and all of this Supplement, the Series A2 Notes and the Series A2 Note Purchase Agreement, as any of the foregoing may from time to time be amended, modified, supplemented or renewed.

“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 the Series B2 Supplement and the Series B2 Note Purchase Agreement.

“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 Series B2 Noteholders, as the same may be amended, modified or supplemented from time to time in accordance with its terms.

“Series B2 Noteholders” means, on the Closing Date, the Initial Purchasers and, at any time of determination thereafter, any person in whose name a Series B2 Note is registered in the Register.

“Series B2 Supplement” means the Series B2 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 Issuance Date” means, for the Series A2 Notes, August 9, 2005

“Specified Period” means, for the Series A2 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.

ARTICLE II

CREATION OF THE SERIES A2 NOTES

Section 2.01 Designation. (a) There is hereby created a Series of Series A Warehouse Notes to be issued pursuant to the Indenture and this Supplement and to be known as the “Willis

Engine Securitization Trust Series A2 Floating Rate Secured Notes,” referred to herein as the “Series A2 Notes.” The Series A2 Notes will be issued with aggregate Maximum Principal Balances in the amount of $100,000,000.00 (which aggregate Maximum Principal Balances may be increased up to $150,000,000 pursuant to Section 2.03(d) hereof) and will not have priority over any other Series of Series A 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 A2 Notes is August 9, 2005. The Series A2 Notes are classified as “Warehouse Notes,” “Series A Warehouse Notes,” “Series A Notes” and “Floating Rate Notes,” as each such term is used in the Indenture. The Series A2 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 A2 Notes shall be on September 15, 2005.

(c) Payments of principal on the Series A2 Notes shall be payable from funds on deposit in the Series A2 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 Scheduled Principal Payment Amounts for the Series A2 Notes shall be calculated on the date on which a Conversion Event occurs in accordance with the terms of the Indenture and Section 2.05 of this Supplement.

(d) WEST shall pay Issuance Expenses out of the proceeds of the Series A2 Notes on the Series Issuance Date.

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 A2 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 A2 Notes to the Series A2 Noteholders in accordance with such written directions.

(b) The Series A2 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 A2 Note Purchase Agreement.

(c) The Series 2005-1 Notes shall be represented by one or more Definitive Notes issued to the Series A2 Noteholders until the occurrence of a Conversion Event. After the occurrence of a Conversion Event, any Series A2 Noteholder that is a QIB may exchange its Definitive Note for an interest in a Series A2 144A Book Entry Note in accordance with the requirements of the Indenture.

(d) The Series A2 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 A2 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 A2 Notes. (a) WEST shall have the right, pursuant to this Supplement and the Series A2 Note Purchase Agreement, to borrow Loans from the Series A2 Noteholders, and each Series A2 Noteholders has severally agreed, pursuant to the Series A2 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 A2 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 A2 Note Purchase Agreement. Each such Loan shall increase the Outstanding Principal Balance of the Series A2 Notes held by such Series A2 Noteholder. The Indenture Trustee shall maintain a record of all Loans and repayments made on the Series A2 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 A2 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 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 A2 Notes and the aggregate Maximum Commitments of the Series A2 Noteholders to an amount greater than $100,000,000 but not in excess of $150,000,000, subject to the receipt

of (i) the prior written consent of all of the Series A2 Noteholders and (ii) a Rating Agency Confirmation, provided that, as a condition of any such increase, the Maximum Principal Balances of the Series B2 Notes and the Maximum Commitments of the Series B2 Noteholders shall be increased by a proportionate amount, such increase to be made as provided in the Series B2 Supplement and the Series B2 Note Purchase Agreement. Any increase pursuant to the preceding sentence shall be applied to increase the Maximum Principal Balances of the individual Series A2 Notes and the Maximum Commitments of the Series A2 Noteholders proportionately to the Maximum Principal Balances of the Series A2 Notes held by the Series A2 Noteholders immediately prior to such increase, and such increases shall be deemed to occur without any Series A2 Noteholder having to surrender its Series A2 Notes in exchange for a new Series A2 Note reflecting the increased Maximum Principal Balance.

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

(g) If any Series A2 Noteholder shall default on its obligation to make a Loan on any Funding Date, one or more of the other Series A2 Noteholders may elect (but shall not be required) to make the Loan of the defaulting Series A2 Noteholder. In such event, the Maximum Principal Balance of the Series A2 Note held by the defaulting Series A2 Noteholder and the Maximum Commitment of the Series A2 Noteholder shall be reduced by the amount of the Loan so made, and the Maximum Principal Balance of the Series A2 Note held by the Series A2 Noteholder making such Loan and the Maximum Commitment of such Series A2 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 A2 Notes shall terminate, (ii) Conversion Step-Up Interest shall begin to accrue on the Outstanding Principal Balance of the Series A2 Notes as provided in Section 2.04(a), and (iii) the Outstanding Principal Balance of the Series A2 Notes shall become payable as provided in Section 2.05(a) and (b), provided, however, that, if all of the Series A2 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 A2 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 A2 Noteholders representing 100% of the Outstanding Principal Balance of the Series A2 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.

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 A2 Notes out of the Series A 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 A2 Notes shall be treated as Warehouse Notes for purposes of Section 3.14(b) of the Indenture and, on any Payment Date on or after a Conversion Event, the Series A2 Notes shall be treated as other than Warehouse Notes for such purposes.

Date after the date on which a Conversion Event occurs. If the Series A2 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 A2 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 Minimum Principal Payment Amount and the Scheduled Principal Payment Amount calculated for the Series A2 Notes for each such Payment Date shall be payable to the Holders of the Series A2 Notes on each such Payment Date from amounts deposited in the Series A2 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 A2 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 A2 Notes shall be due and payable on the earlier to occur of (i) the date on which the Series A2 Notes have been accelerated in accordance with the provisions of Section 4.02 of the Indenture and (ii) the Series A2 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 A2 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. 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 A2 Series Account or the Senior Restricted Cash Account, provided that funds in such Accounts may be used to fund a 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 A2 Notes in accordance with Section 3.15(b) of the Indenture shall be applied to the prepayment of the Series A2 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 Minimum Targeted Principal Balances and the Scheduled Targeted Principal Balances for the Series A2 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 A2 Final Maturity Date. The unpaid principal amount of the Series A2 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 A2 Transaction Documents shall be due and payable in full on the earlier to occur of (i) the date on which the Series A2 Notes have been accelerated in accordance with the provisions of Section 4.02 of the Indenture and (ii) the Series A2 Final Maturity Date.

Section 2.07 Manner of Payments. All payments of principal and interest on the Series A2 Notes payable on each Payment Date shall be paid to the Series A2 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 A2 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 A2 Notes reflecting such change, there shall be an increase in the cost to a Series A2 Noteholder of making or maintaining any investment in the Series A2 Note or any interest therein or of agreeing to purchase or invest in the Series A2 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 A2 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 A2 Noteholder. In determining such amount, such Series A2 Noteholder may use any reasonable averaging and attribution methods, consistent with the averaging and attribution methods generally used by such Series A2 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 A2 Increased Costs for the Interest Accrual Period immediately succeeding the date on which such certificate was delivered (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 A2 Noteholders as part of the Series A2 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.

to fund any such investment and any other commitments of the same type, such Series A2 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 A2 Noteholder in light of such circumstances. In determining such amount, such Series A2 Noteholder may use any reasonable averaging and attribution methods, consistent with the averaging and attribution methods generally used by such Series A2 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 A2 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 A2 Noteholders as part of the Series A2 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 A2 Notes or the Indenture by WEST or the Indenture Trustee to or for the benefit of a Series A2 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 collectively, “Taxes”)are required to be withheld from any amount payable to any Series A2 Noteholder hereunder, the amount so payable to such Series A2 Noteholder shall be increased to the extent necessary to yield to such Series A2 Noteholder (after payment of all taxes, levies, imposts, duties, charges or fees) the amount stated to be payable to such Series A2 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, 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 A2 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 A2 Noteholder; (ii) any taxes, levies, imposts, duties, charges or fees that would not have been imposed but for the failure by such Series A2 Noteholder to provide and keep current any certification or other documentation permitted by Applicable Law to be delivered by such Series A2 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 A2 Noteholder of the office through which the Series A2 Note or any interest hereunder is acquired, accounted for or booked as a result of the sale, transfer or assignment by any Series A2 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 A2 Note or interest therein is acquired, accounted for or booked; (iv) taxes measured by income, gross receipts, assets or

capital of any Series A2 Noteholder by the taxing authority of the jurisdiction where such Series A2 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 A2 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 A2 Noteholder as a result of payments not related to this Agreement; and (vi) any withholding tax with respect to any Series A2 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 A2 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 A2 Noteholder, such Series A2 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 A2 Noteholder; provided, however, that for purposes of reimbursing WEST, such Series A2 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 A2 Noteholder as if such Series A2 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 A2 Noteholder agrees that, with respect to all Federal, state and local income taxes, it will treat the Series A2 Note as indebtedness.

(c) Any Section 2.10(a) Amounts payable to a Series A2 Noteholder hereunder shall be included in the Series A2 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 A2 Noteholders as part of the Series A2 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.

(d) Each Series A2 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 A2 Noteholders against any reasonable loss, cost or expense incurred by the Series A2 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 A2 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 A Noteholders as part of the Series A2 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 A2 Notes to the Series A2 Noteholders pursuant to the Series A2 Note Purchase Agreement and deliver such Series A2 Notes in accordance herewith and therewith. Thereafter, no Series A2 Note may be sold, transferred or otherwise disposed of except in compliance with the provisions of the Indenture, this Supplement and the Series A2 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 A2 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 A2 Note, in whole or in part, unless the transferee of such Series A2 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 A2 Note Purchase Agreement to make Loans in an amount equal to the excess of the Maximum Principal Balance of the Series A2 Note being transferred at the time of transfer over the Outstanding Principal Balance of such Series A2 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 A2 Noteholders.

ARTICLE III

SERIES A2 SERIES ACCOUNT AND ALLOCATION AND
APPLICATION OF AMOUNTS THEREIN

Section 3.01 Series A2 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 A2 Note is Outstanding, an Eligible Account which shall be designated as the “Series A2 Series Account,” which account shall be held in the name of the Indenture Trustee for the benefit of the Series A2 Noteholders. All deposits of funds by, or for the benefit of, the Series A2 Noteholders from the Collections Account and the Senior Restricted Cash Account shall be accumulated in, and withdrawn from, the Series A2 Series Account in accordance with the provisions of the Indenture and this Supplement.

Section 3.02 Distributions from Series A2 Series Account. On each Payment Date, the Indenture Trustee shall distribute funds then on deposit in the Series A2 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:

(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:

(c) If an Event of Default has occurred and is continuing, and the Indenture Trustee has received a Collateral Liquidation Notice:

ARTICLE IV

CONDITIONS TO ISSUANCE AND LOANS

Section 4.01 Conditions to Issuance. The Indenture Trustee shall not authenticate the Series A2 Notes unless (a) all conditions to the issuance of the Series A2 Notes under the Series A2 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 A2 Note Purchase Agreement shall have been satisfied.

ARTICLE V

REPRESENTATIONS WARRANTIES AND COVENANTS

ARTICLE VI

MISCELLANEOUS PROVISIONS

[Signature page follows.]

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

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EXHIBIT A

SERIES A2 SUPPLEMENT

FORM OF SERIES A2 NOTE

WILLIS ENGINE SECURITIZATION TRUST

SERIES A2 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 A2 Supplement, dated as of August 9, 2005 (as amended, restated or otherwise modified from time to time, the “Series A2 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 A2 Note on the dates and in the amounts set forth in the Indenture and the Series A2 Supplement. Capitalized terms not otherwise defined herein will have the meaning set forth in the Indenture and the Series A2 Supplement.

The Series A2 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.

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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 A2 Note unless the transferee meets the requirements for an Eligible Transferee in the Series A2 Supplement and agrees to make Loans up to an amount equal to the excess of the Maximum Principal Balance of this Series A2 Note at the time of transfer over the Outstanding Principal Balance of this Series A2 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 A2 Notes.

The Series A2 Notes are subject to Optional Redemption, at the times and subject to the conditions set forth in the Indenture and the Series A2 Supplement.

If an Event of Default under the Indenture shall occur and be continuing, the principal of and accrued interest on this Series A2 Note may be declared to be due and payable in the manner and with the effect provided in the Indenture and the Series A2 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 A2 Note and on all future holders of this Series A2 Note and of any Series A2 Note issued in lieu hereof whether or not notation of such consent is made upon this Series A2 Note. Supplements and amendments to the Indenture and the Series A2 Supplement may be made only to the extent and in circumstances permitted by the Indenture and the Series A2 Supplement.

The purchaser of a Series A2 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

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Series A2 Note with the assets of a Benefit Plan(1); or (2) (a) the Series A2 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 A2 Note and (b) the acquisition and holding of the Series A2 Note will not give rise to a nonexempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code.

All terms and provisions of the Indenture and the Series A2 Supplement are herein incorporated by reference as if set forth herein in their entirety.

IN WITNESS WHEREOF, Willis Engine Securitization Trust has caused this Series A2 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 A2 Notes described in the within-mentioned Indenture and the Series A2 Supplement.

	DEUTSCHE BANK TRUST COMPANY AMERICAS, as Indenture Trustee

	By:
		Name:
		Title:

(1) To be defined in Indenture.

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Schedule A

Aggregate principal amount of any Series A2 Note issued in exchange for a portion or portions hereof and any portion or portions of any Series A2 Note exchanged for a portion or portions hereof:

Date	Principal Amount Issued or Exchanged	Remaining Principal Amount of this Series A2 Note	Notation Made by or on Behalf of

B-5

EXHIBIT B

SERIES A2 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 A2 Floating Rate Secured Notes (the “Offered Notes”) issued pursuant to the Series A2 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.

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.

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.

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EXHIBIT C

SERIES A2 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: [ ]

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.

Date:			Yours faithfully,

			By:
			[Morgan Guaranty Trust Company of New York, Brussels Office, as Operator of the Euroclear Clearance System] [Clearstream, société anonyme]

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EXHIBIT D

SERIES A2 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]

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.

Dated:

By:

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EXHIBIT E

SERIES A2 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 A2 Floating Rate Secured Notes (the “Offered Notes”) issued pursuant to the Series A2 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.

(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,

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(iv) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act, and

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 A2 SUPPLEMENT

SCHEDULE OF MINIMUM TARGETED PRINCIPAL BALANCES

Payment Date	Series A2 Minimum Targeted Principal Balances
8/15/2005	99.583333	%
9/15/2005	99.166667	%
10/15/2005	98.750000	%
11/15/2005	98.333333	%
12/15/2005	97.916667	%
1/15/2006	97.500000	%
2/15/2006	97.083333	%
3/15/2006	96.666667	%
4/15/2006	96.250000	%
5/15/2006	95.833333	%
6/15/2006	95.416667	%
7/15/2006	95.000000	%
8/15/2006	94.583333	%
9/15/2006	94.166667	%
10/15/2006	93.750000	%
11/15/2006	93.333333	%
12/15/2006	92.916667	%
1/15/2007	92.500000	%
2/15/2007	92.083333	%
3/15/2007	91.666667	%
4/15/2007	91.250000	%
5/15/2007	90.833333	%
6/15/2007	90.416667	%
7/15/2007	90.000000	%
8/15/2007	89.583333	%
9/15/2007	89.166667	%
10/15/2007	88.750000	%
11/15/2007	88.333333	%
12/15/2007	87.916667	%
1/15/2008	87.500000	%
2/15/2008	87.083333	%
3/15/2008	86.666667	%
4/15/2008	86.250000	%
5/15/2008	85.833333	%
6/15/2008	85.416667	%
7/15/2008	85.000000	%
8/15/2008	84.583333	%
9/15/2008	84.166667	%
10/15/2008	83.750000	%
11/15/2008	83.333333	%
12/15/2008	82.916667	%
1/15/2009	82.500000	%
2/15/2009	82.083333	%
3/15/2009	81.666667	%
4/15/2009	81.250000	%
5/15/2009	80.833333	%
6/15/2009	80.416667	%

E-1

Payment Date	Series A2 Minimum Targeted Principal Balances
7/15/2009	80.000000	%
8/15/2009	79.583333	%
9/15/2009	79.166667	%
10/15/2009	78.750000	%
11/15/2009	78.333333	%
12/15/2009	77.916667	%
1/15/2010	77.500000	%
2/15/2010	77.083333	%
3/15/2010	76.666667	%
4/15/2010	76.250000	%
5/15/2010	75.833333	%
6/15/2010	75.416667	%
7/15/2010	75.000000	%
8/15/2010	74.583333	%
9/15/2010	74.166667	%
10/15/2010	73.750000	%
11/15/2010	73.333333	%
12/15/2010	72.916667	%
1/15/2011	72.500000	%
2/15/2011	72.083333	%
3/15/2011	71.666667	%
4/15/2011	71.250000	%
5/15/2011	70.833333	%
6/15/2011	70.416667	%
7/15/2011	70.000000	%
8/15/2011	69.583333	%
9/15/2011	69.166667	%
10/15/2011	68.750000	%
11/15/2011	68.333333	%
12/15/2011	67.916667	%
1/15/2011	67.500000	%
2/15/2012	67.083333	%
3/15/2012	66.666667	%
4/15/2012	66.250000	%
5/15/2012	65.833333	%
6/15/2012	65.416667	%
7/15/2012	65.000000	%
8/15/2012	64.583333	%
9/15/2012	64.166667	%
10/15/2012	63.750000	%
11/15/2012	63.333333	%
12/15/2012	62.916667	%
1/15/2013	62.500000	%
2/15/2013	62.083333	%
3/15/2013	61.666667	%
4/15/2013	61.250000	%
5/15/2013	60.833333	%
6/15/2013	60.416667	%
7/15/2013	60.000000	%
8/15/2013	59.583333	%
9/15/2013	59.166667	%
10/15/2013	58.750000	%
11/15/2013	58.333333	%
12/15/2013	57.916667	%

E-2

Payment Date	Series A2 Minimum Targeted Principal Balances
1/15/2014	57.500000	%
2/15/2014	57.083333	%
3/15/2014	56.666667	%
4/15/2014	56.250000	%
5/15/2014	55.833333	%
6/15/2014	55.416667	%
7/15/2014	55.000000	%
8/15/2014	54.583333	%
9/15/2014	54.166667	%
10/15/2014	53.750000	%
11/15/2014	53.333333	%
12/15/2014	52.916667	%
1/15/2015	52.500000	%
2/15/2015	52.083333	%
3/15/2015	51.666667	%
4/15/2015	51.250000	%
5/15/2015	50.833333	%
6/15/2015	50.416667	%
7/15/2015	50.000000	%
8/15/2015	49.583333	%
9/15/2015	49.166667	%
10/15/2015	48.750000	%
11/15/2015	48.333333	%
12/15/2015	47.916667	%
1/15/2016	47.500000	%
2/15/2016	47.083333	%
3/15/2016	46.666667	%
4/15/2016	46.250000	%
5/15/2016	45.833333	%
6/15/2016	45.416667	%
7/15/2016	45.000000	%
8/15/2016	44.583333	%
9/15/2016	44.166667	%
10/15/2016	43.750000	%
11/15/2016	43.333333	%
12/15/2016	42.916667	%
1/15/2017	42.500000	%
2/15/2017	42.083333	%
3/15/2017	41.666667	%
4/15/2017	41.250000	%
5/15/2017	40.833333	%
6/15/2017	40.416667	%
7/15/2017	40.000000	%
8/15/2017	39.583333	%
9/15/2017	39.166667	%
10/15/2017	38.750000	%
11/15/2017	38.333333	%
12/15/2017	37.916667	%
1/15/2018	37.500000	%
2/15/2018	37.083333	%
3/15/2018	36.666667	%
4/15/2018	36.250000	%
5/15/2018	35.833333	%
6/15/2018	35.416667	%

E-3

Payment Date	Series A2 Minimum Targeted Principal Balances
7/15/2018	35.000000	%
8/15/2018	34.583333	%
9/15/2018	34.166667	%
10/15/2018	33.750000	%
11/15/2018	33.333333	%
12/15/2018	32.916667	%
1/15/2019	32.500000	%
2/15/2019	32.083333	%
3/15/2019	31.666667	%
4/15/2019	31.250000	%
5/15/2019	30.833333	%
6/15/2019	30.416667	%
7/15/2019	30.000000	%
8/15/2019	29.583333	%
9/15/2019	29.166667	%
10/15/2019	28.750000	%
11/15/2019	28.333333	%
12/15/2019	27.916667	%
1/15/2020	27.500000	%
2/15/2020	27.083333	%
3/15/2020	26.666667	%
4/15/2020	26.250000	%
5/15/2020	25.833333	%
6/15/2020	25.416667	%
7/15/2020	25.000000	%
8/15/2020	24.583333	%
9/15/2020	24.166667	%
10/15/2020	23.750000	%
11/15/2020	23.333333	%
12/15/2020	22.916667	%
1/15/2021	22.500000	%
2/15/2021	22.083333	%
3/15/2021	21.666667	%
4/15/2021	21.250000	%
5/15/2021	20.833333	%
6/15/2021	20.416667	%
7/15/2021	20.000000	%
8/15/2021	19.583333	%
9/15/2021	19.166667	%
10/15/2021	18.750000	%
11/15/2021	18.333333	%
12/15/2021	17.916667	%
1/15/2022	17.500000	%
2/15/2022	17.083333	%
3/15/2022	16.666667	%
4/15/2022	16.250000	%
5/15/2022	15.833333	%
6/15/2022	15.416667	%
7/15/2022	15.000000	%
8/15/2022	14.583333	%
9/15/2022	14.166667	%
10/15/2022	13.750000	%
11/15/2022	13.333333	%
12/15/2022	12.916667	%

E-4

Payment Date	Series A2 Minimum Targeted Principal Balances
1/15/2023	12.500000	%
2/15/2023	12.083333	%
3/15/2023	11.666667	%
4/15/2023	11.250000	%
5/15/2023	10.833333	%
6/15/2023	10.416667	%
7/15/2023	10.000000	%
8/15/2023	9.583333	%
9/15/2023	9.166667	%
10/15/2023	8.750000	%
11/15/2023	8.333333	%
12/15/2023	7.916667	%
1/15/2024	7.500000	%
2/15/2024	7.083333	%
3/15/2024	6.666667	%
4/15/2024	6.250000	%
5/15/2024	5.833333	%
6/15/2024	5.416667	%
7/15/2024	5.000000	%
8/15/2024	4.583333	%
9/15/2024	4.166667	%
10/15/2024	3.750000	%
11/15/2024	3.333333	%
12/15/2024	2.916667	%
1/15/2025	2.500000	%
2/15/2025	2.083333	%
3/15/2025	1.666667	%
4/15/2025	1.250000	%
5/15/2025	0.833333	%
6/15/2025	0.416667	%
7/15/2025	0.000000	%

E-5

SCHEDULE 2

SERIES A2 SUPPLEMENT

SCHEDULE OF SCHEDULED TARGETED PRINCIPAL BALANCES

Payment Date	Series A2 Scheduled Targeted Principal Balances
8/15/2005	99.358974	%
9/15/2005	98.717949	%
10/15/2005	98.076923	%
11/15/2005	97.435897	%
12/15/2005	96.794872	%
1/15/2006	96.153846	%
2/15/2006	95.512821	%
3/15/2006	94.871795	%
4/15/2006	94.230769	%
5/15/2006	93.589744	%
6/15/2006	92.948718	%
7/15/2006	92.307692	%
8/15/2006	91.666667	%
9/15/2006	91.025641	%
10/15/2006	90.384615	%
11/15/2006	89.743590	%
12/15/2006	89.102564	%
1/15/2007	88.461538	%
2/15/2007	87.820513	%
3/15/2007	87.179487	%
4/15/2007	86.538462	%
5/15/2007	85.897436	%
6/15/2007	85.256410	%
7/15/2007	84.615385	%
8/15/2007	83.974359	%
9/15/2007	83.333333	%
10/15/2007	82.692308	%
11/15/2007	82.051282	%
12/15/2007	81.410256	%
1/15/2008	80.769231	%
2/15/2008	80.128205	%
3/15/2008	79.487179	%
4/15/2008	78.846154	%
5/15/2008	78.205128	%
6/15/2008	77.564103	%
7/15/2008	76.923077	%
8/15/2008	76.282051	%
9/15/2008	75.641026	%
10/15/2008	75.000000	%
11/15/2008	74.358974	%
12/15/2008	73.717949	%
1/15/2009	73.076923	%
2/15/2009	72.435897	%
3/15/2009	71.794872	%
4/15/2009	71.153846	%
5/15/2009	70.512821	%
6/15/2009	69.871795	%
7/15/2009	69.230769	%
8/15/2009	68.589744	%
9/15/2009	67.948718	%
10/15/2009	67.307692	%

E-6

Payment Date	Series A2 Scheduled Targeted Principal Balances
11/15/2009	66.666667	%
12/15/2009	66.025641	%
1/15/2010	65.384615	%
2/15/2010	64.743590	%
3/15/2010	64.102564	%
4/15/2010	63.461538	%
5/15/2010	62.820513	%
6/15/2010	62.179487	%
7/15/2010	61.538462	%
8/15/2010	60.897436	%
9/15/2010	60.256410	%
10/15/2010	59.615385	%
11/15/2010	58.974359	%
12/15/2010	58.333333	%
1/15/2011	57.692308	%
2/15/2011	57.051282	%
3/15/2011	56.410256	%
4/15/2011	55.769231	%
5/15/2011	55.128205	%
6/15/2011	54.487179	%
7/15/2011	53.846154	%
8/15/2011	53.205128	%
9/15/2011	52.564103	%
10/15/2011	51.923077	%
11/15/2011	51.282051	%
12/15/2011	50.641026	%
1/15/2011	50.000000	%
2/15/2012	49.358974	%
3/15/2012	48.717949	%
4/15/2012	48.076923	%
5/15/2012	47.435897	%
6/15/2012	46.794872	%
7/15/2012	46.153846	%
8/15/2012	45.512821	%
9/15/2012	44.871795	%
10/15/2012	44.230769	%
11/15/2012	43.589744	%
12/15/2012	42.948718	%
1/15/2013	42.307692	%
2/15/2013	41.666667	%
3/15/2013	41.025641	%
4/15/2013	40.384615	%
5/15/2013	39.743590	%
6/15/2013	39.102564	%
7/15/2013	38.461538	%
8/15/2013	37.820513	%
9/15/2013	37.179487	%
10/15/2013	36.538462	%
11/15/2013	35.897436	%
12/15/2013	35.256410	%
1/15/2014	34.615385	%
2/15/2014	33.974359	%
3/15/2014	33.333333	%
4/15/2014	32.692308	%
5/15/2014	32.051282	%
6/15/2014	31.410256	%

E-7

Payment Date	Series A2 Scheduled Targeted Principal Balances
7/15/2014	30.769231	%
8/15/2014	30.128205	%
9/15/2014	29.487179	%
10/15/2014	28.846154	%
11/15/2014	28.205128	%
12/15/2014	27.564103	%
1/15/2015	26.923077	%
2/15/2015	26.282051	%
3/15/2015	25.641026	%
4/15/2015	25.000000	%
5/15/2015	24.358974	%
6/15/2015	23.717949	%
7/15/2015	23.076923	%
8/15/2015	22.435897	%
9/15/2015	21.794872	%
10/15/2015	21.153846	%
11/15/2015	20.512821	%
12/15/2015	19.871795	%
1/15/2016	19.230769	%
2/15/2016	18.589744	%
3/15/2016	17.948718	%
4/15/2016	17.307692	%
5/15/2016	16.666667	%
6/15/2016	16.025641	%
7/15/2016	15.384615	%
8/15/2016	14.743590	%
9/15/2016	14.102564	%
10/15/2016	13.461538	%
11/15/2016	12.820513	%
12/15/2016	12.179487	%
1/15/2017	11.538462	%
2/15/2017	10.897436	%
3/15/2017	10.256410	%
4/15/2017	9.615385	%
5/15/2017	8.974359	%
6/15/2017	8.333333	%
7/15/2017	7.692308	%
8/15/2017	7.051282	%
9/15/2017	6.410256	%
10/15/2017	5.769231	%
11/15/2017	5.128205	%
12/15/2017	4.487179	%
1/15/2018	3.846154	%
2/15/2018	3.205128	%
3/15/2018	2.564103	%
4/15/2018	1.923077	%
5/15/2018	1.282051	%
6/15/2018	0.641026	%
7/15/2018	0.000000	%

E-8

SCHEDULE 3

Commitments of Series A2 Noteholders

Name of Institution		Maximum Commitment

E-9

EX-10.43 11 a05-18192_4ex10d43.htm MATERIAL CONTRACTS

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

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

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

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:

NOW THEREFORE, in consideration of the mutual agreements herein contained, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS; CALCULATION GUIDELINES

“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.

“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

“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 1/100^th 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.

“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.

“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.

“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.

“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

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.

“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.

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.

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.

(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.

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

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.

(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

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

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

(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,

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.

(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

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:

(c) If an Event of Default has occurred and is continuing, and the Indenture Trustee has received a Collateral Liquidation Notice:

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

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.

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.]

IN WITNESS WHEREOF, WEST and the Indenture Trustee have caused this Supplement to be duly executed and delivered by their respective officers all as of the day and year first above written.

	WILLIS ENGINE SECURITIZATION TRUST

	By:	/s/ Monica J. Burke
		Name: Monica J. Burke
		Title: Controlling Trustee

	DEUTSCHE BANK TRUST COMPANY AMERICAS, as Indenture Trustee

	By:	/s/ Peter T. Becker
		Name: Peter T. Becker
		Title: Vice President

EXHIBIT A

SERIES 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.

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.

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.

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 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 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

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.

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:

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.

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: [ ]

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]

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.

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.

(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,

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(iv) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act, and

This certification and the statements contained herein are made for your benefit and the benefit of WEST.

	[Insert name of Transferor]

Dated:	By:
	Title:

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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	%

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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	%

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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	%

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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	%

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SCHEDULE 2

Commitments of Series B2 Noteholders

Name of Institution		Maximum Commitment

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EX-10.44 12 a05-18192_4ex10d44.htm MATERIAL CONTRACTS

Exhibit 10.44

SERVICING AGREEMENT

among

WILLIS ENGINE SECURITIZATION TRUST,

WILLIS LEASE FINANCE CORPORATION,
as Servicer and Administrative Agent,

and

THE ENTITIES LISTED ON APPENDIX A HERETO

Dated as of August 9, 2005

TABLE OF CONTENTS

ARTICLE 1 DEFINITIONS

SECTION 1.01.	Definitions

ARTICLE 2 APPOINTMENT; SERVICES

SECTION 2.01.	Appointment
SECTION 2.02.	Services
SECTION 2.03.	Limitations

ARTICLE 3 STANDARD OF CARE; CONFLICTS OF INTEREST; STANDARD OF LIABILITY

SECTION 3.01.	Standard of Care
SECTION 3.02.	Conflicts of Interest
SECTION 3.03.	Standard of Liability
SECTION 3.04.	Waiver of Implied Standard

ARTICLE 4 REPRESENTATIONS AND WARRANTIES

SECTION 4.01.	Representations and Warranties by WEST and the Subsidiaries
SECTION 4.02.	Representations and Warranties by Servicer

ARTICLE 5 SERVICER UNDERTAKINGS

SECTION 5.01.	Staff and Resources
SECTION 5.02.	Access
SECTION 5.03.	Compliance with Law
SECTION 5.04.	Commingling
SECTION 5.05.	Notes Offering
SECTION 5.06	Notification of Defaults

ARTICLE 6 UNDERTAKINGS OF WEST AND THE SUBSIDIARIES

SECTION 6.01.	Cooperation
SECTION 6.02.	No Representation with Respect to Third Parties
SECTION 6.03.	Related Document Amendments
SECTION 6.04.	Other Servicing Arrangements
SECTION 6.05.	Communications
SECTION 6.06.	Ratification
SECTION 6.07.	Execution, Amendment, Modification or Termination of Engine Documents
SECTION 6.08.	Accounts and Cash Arrangements of WEST and the Subsidiaries
SECTION 6.09.	Notification of Bankruptcy

SECTION 6.10.	Further Assurances
SECTION 6.11.	Covenants
SECTION 6.12	Limitation of Obligation

ARTICLE 7 WEST AND THE SUBSIDIARIES’ RESPONSIBILITY; BUDGETS; DIRECTIONS

SECTION 7.01.	WEST and the Subsidiaries’ Responsibility
SECTION 7.02.	Instructions by WEST
SECTION 7.03.	Request for Authority
SECTION 7.04.	Overall Business Objectives with Respect to Engine
SECTION 7.05.	Operating Budget; Asset Expenses Budget
SECTION 7.06.	Transaction Approval Requirements

ARTICLE 8 EFFECTIVENESS

SECTION 8.01.	Effectiveness

ARTICLE 9 SERVICING FEES; EXPENSES

SECTION 9.01.	Servicing Fees
SECTION 9.02.	Rent Based Fee
SECTION 9.03.	Disposition Fee
SECTION 9.04.	Expenses

ARTICLE 10 TERM; RIGHT TO TERMINATE; CONSEQUENCES OF TERMINATION; SURVIVAL

SECTION 10.01.	Term
SECTION 10.02.	Right to Terminate
SECTION 10.03.	Consequences of Termination
SECTION 10.04.	Survival

ARTICLE 11 INDEMNIFICATION

SECTION 11.01.	Indemnity
SECTION 11.02.	Procedures for Defense of Claims
SECTION 11.03.	Reimbursement of Costs

ARTICLE 12 ASSIGNMENT AND DELEGATION

SECTION 12.01.	Assignment and Delegation

ARTICLE 13 MISCELLANEOUS

SECTION 13.01.	Reasonable Efforts
SECTION 13.02.	Notices
SECTION 13.03.	Governing Law
SECTION 13.04.	Jurisdiction
SECTION 13.05.	Waiver of Jury Trial
SECTION 13.06.	Counterparts; Third Party Beneficiaries

iii

SECTION 13.07.	Entire Agreement
SECTION 13.08.	Power of Attorney
SECTION 13.09.	Restrictions on Disclosure
SECTION 13.10.	Rights of Setoff
SECTION 13.11.	Nonpetition
SECTION 13.12.	Severability
SECTION 13.13.	Amendments

SCHEDULES

APPENDIX A	Subsidiaries

SCHEDULE A	Definitions
SCHEDULE 2.02(a)	Services
SCHEDULE 1.03(a)
to Schedule 2.02(a)	Insurance
SCHEDULE 4.01(a)
to Schedule 2.02(a)	Engines

EXHIBIT A	Form of Operating Budget and Asset Expenses Budget for the Initial Period

SERVICING AGREEMENT (as amended, modified or supplemented from time to time in accordance with the terms hereof, the “Agreement”) dated as of August 9, 2005 among WILLIS ENGINE SECURITIZATION TRUST, a Delaware statutory trust (“WEST”), WILLIS LEASE FINANCE CORPORATION, a Delaware corporation incorporated under the laws of Delaware, in its capacity as Servicer (together with its successors and permitted assigns, the “Servicer”) and as the Administrative Agent, and the entities listed on Appendix A hereto which may be added thereto in accordance with Section 6.13 hereof, (the “Subsidiaries”).

For the consideration set forth herein and other good and valuable consideration, the receipt of which is hereby acknowledged, the parties each agree as follows:

The terms used herein have the meaning assigned to them in Schedule A hereto. Unless otherwise defined herein, all capitalized terms used but not defined herein have the meanings assigned to such terms in the Indenture.

(a) WEST and each Subsidiary hereby appoints the Servicer as the exclusive provider of the Services (as defined in Section 2.02 below) to WEST and each Subsidiary in respect of the Engine Assets on the terms and subject to the conditions set forth in this Agreement.

(b) The Servicer hereby accepts such appointment and agrees to perform the Services on the terms and subject to the conditions set forth in this Agreement. In connection with the provision of the Services with respect to the Engine Assets, the Servicer generally shall, where and to the extent practicable and in the case of Services that are not performed by the Servicer directly, contract for or otherwise obtain goods and services from third party providers in the name of, or as disclosed agent for, WEST or the relevant Subsidiary. If the Servicer shall not have contracted for or otherwise obtained such goods and services in the name of, or as disclosed agent for, WEST or the relevant Subsidiary, the Servicer shall use its reasonable efforts to cause WEST or such Subsidiary to be in a position to have direct recourse against any such third party provider providing goods and services for WEST or such Subsidiary for any breaches by such third party provider related to the provision of such goods and services.

(c) WEST hereby warrants and represents to the Servicer that it and each Subsidiary has appointed or will appoint the Administrative Agent (or Back-Up Administrative Agent in the event that the Administrative Agency Agreement is terminated prior to the expiration of its term and the Back-Up Administrative Agent replaces the Administrative Agent) to act as its

representative with respect to any matter in respect of which WEST or any Subsidiary is required or permitted to take any action pursuant to the terms of this Agreement. Accordingly, in connection with the performance of the Services, unless an Administrative Agent Event of Default shall have occurred and be continuing, or unless earlier notified by WEST that the appointment of the Administrative Agent or Back-Up Administrative Agent, as the case may be, to act on behalf of WEST and each Subsidiary has not become effective or has been revoked or terminated, the Servicer shall in all cases be entitled to rely on the instructions (or other actions) of the Administrative Agent or Back-Up Administrative Agent, as the case may be, as representative of WEST and each Subsidiary other than the actions specified in Sections 7.06(a)(i) and 7.06(a)(iv).

(a) The services to be provided by the Servicer in respect of the Engine Assets (the “Services”) are as set forth in Schedule 2.02(a) and under this Agreement.

(b) Except with respect to the obligations expressly provided herein, in connection with the performance of the Services, the Servicer shall in all cases only be obligated to act upon, and shall be entitled to rely on, the instructions of WEST or, as provided above in Section 2.01(c), the Administrative Agent or Back-Up Administrative Agent, as the case may be, on behalf of WEST and each Subsidiary. The Servicer shall not be liable to WEST, any Subsidiary, the Indenture Trustee or any other Person for any act or omission to act taken in accordance with such instructions, except to the extent provided in Section 3.03.

(a) Neither the Servicer nor any of its Affiliates (other than WEST and each Subsidiary) shall assume any WEST Liabilities. In connection with the performance of the Services and its other obligations hereunder, the Servicer shall not be obligated to take or refrain from taking any action which is reasonably likely to (A) violate any Applicable Law, (B) lead to an investigation by any Governmental Authority or (C) expose the Servicer to any liabilities for which, in the Servicer’s good faith opinion, adequate bond or indemnity has not been provided.

(b) WEST and the Subsidiaries shall at all times retain full legal and equitable title to the Engine Assets, notwithstanding the management thereof by the Servicer hereunder.

The Servicer shall perform the Services with reasonable care and diligence at all times as is customary in the aircraft engine leasing industry and as if it were the owner of the Engines (the “Servicer Performance Standard”). The Servicer Performance Standard shall be implemented in a manner which is consistent with the reasonable commercial practices of leading international aircraft engine operating lessors and is consistent with the Indenture.

(a) WEST and each Subsidiary acknowledges and agrees that (i) in addition to managing the Engine Assets under this Agreement, the Servicer may manage, and shall be entitled to manage, from time to time, the separate assets owned by it or its Affiliates (other than WEST and each Subsidiary) and third parties (“Other Assets”); (ii) in addition to the management of the Engine Assets and the Other Assets, the Servicer shall, and shall be entitled to, carry on its commercial businesses, including the financing, purchase or other acquisition, leasing and sale of aircraft engines; (iii) in the course of conducting such activities, the Servicer may from time to time have conflicts of interest in performing its duties on behalf of the various entities to whom it provides management services and with respect to the various assets in respect of which it provides management services; and (iv) the Controlling Trustees of WEST have approved the transactions contemplated by this Agreement and desire that such transactions be consummated and, in giving such approval, the Controlling Trustees of WEST have expressly recognized that such conflicts of interest may arise and that when such conflicts of interest arise the Servicer shall perform the Services in accordance with the Servicer Performance Standard and the Servicer Conflicts Standard set forth below in Section 3.02(b).

(b) If conflicts of interest arise regarding the management or remarketing of any Engine Asset, on the one hand, and any Other Asset, on the other hand, the Servicer shall promptly notify WEST and the Indenture Trustee (but in no later than the date on which the next Monthly Report is delivered). The Servicer shall perform the Services in good faith and to the extent such Engine Asset and such Other Asset are substantially similar in terms of objectively identifiable characteristics relevant for purposes of the particular Services to be performed, the Servicer shall not discriminate between such Engine Asset and such Other Asset on an unreasonable basis (the standard set forth in this Section 3.02(b) shall be referred to collectively as the “Servicer Conflicts Standard”).

The Servicer shall not be liable to WEST or any Subsidiary for any Losses arising (i) as a result of an Engine being sold, leased or purchased on less favorable terms than might have been achieved at any time, provided such transactions were entered into on the basis of an arm’s-length commercial decision of the Servicer, or (ii) in respect of the Servicer’s obligation to apply the Servicer Conflicts Standard in respect of its performance of the Services, except, in either case, in the case of willful misconduct, negligence or fraud on the part of the Servicer. The Servicer shall not be liable to WEST or any Subsidiary for any Loss arising as a result of the performance of any of the Servicer’s obligations as Servicer or as a result of any action which the Servicer is requested to take or refrain from taking by WEST (or the Administrative Agent or Back-Up Administrative Agent, as the case may be), unless (A) such Loss has arisen as a result of the willful misconduct, negligence or fraud of the Servicer, (B) such Loss has directly resulted from a breach by the Servicer of the express terms and conditions of this Agreement or (C) such Loss is a Loss for which the Servicer has indemnified WEST and its Affiliates and arises as a result of any material misstatements or omissions in any public filing or offering memorandum relating to information on the Engine Assets, the Servicer and the Services provided by the Servicer for disclosure in such public filing or offering memorandum, provided that the Servicer

may reasonably rely on information from third parties without incurring liability (the liability standards set forth in this Section 3.03, the “Standard of Liability”).

Except as expressly stated above in this Article 3, all other warranties, conditions and representations, express or implied, statutory or otherwise, arising under Delaware or New York law or any other Applicable Law in relation to either the skill, care, diligence or otherwise in respect of any Service to be performed hereunder or to the quality or fitness for any particular purpose of any goods are hereby to the fullest extent permitted by Applicable Law excluded and the Servicer shall not be liable in contract, tort or otherwise under Delaware or New York law or any other Applicable Law for any Loss arising out of or in connection with the Services to be supplied pursuant to this Agreement or any goods to be provided or sold in conjunction with such Services.

WEST and each Subsidiary represents and warrants to the Servicer as follows:

(a) Engines: Schedule 4.01(a) contains a true and complete list of all Engines included among the Engine Assets as of the date hereof.

(b) Engine Documents: WEST shall deliver to the Servicer on the Initial Closing Date a true, correct and complete copy of all material Engine Documents as of such Initial Closing Date in the possession of WEST or any Subsidiary.

(c) Accounts and Cash Flow: WEST shall, prior to the Initial Closing Date, provide to the Servicer a true and complete list of all the Existing Accounts of WEST and each Subsidiary included among the Engine Assets as of such Initial Closing Date with respect to which WEST or any Subsidiary has authority.

The Servicer represents and warrants to WEST and each Subsidiary as follows:

(a) The Servicer is a corporation duly organized and validly existing under the laws of the State of Delaware.

(b) The Servicer has all requisite power and authority to execute this Agreement and to perform its obligations under this Agreement. All corporate acts and other proceedings required to be taken by the Servicer to authorize the execution and delivery of this Agreement and the performance of its obligations contemplated under this Agreement have been duly and properly taken.

(c) This Agreement has been duly executed and delivered by the Servicer and is a legal, valid and binding obligation of the Servicer enforceable against it in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization or other laws of general application affecting the enforcement of creditors’ rights or by general principles of equity.

(d) Neither the execution and delivery of this Agreement by the Servicer nor the performance by the Servicer of any of its obligations under this Agreement will (i) violate any provision of the organizational documents of the Servicer, (ii) violate any order, writ, injunction, judgment or decree applicable to the Servicer or any of its property or assets, (iii) violate in any material respect any Applicable Law, or (iv) result in any conflict with, breach of or default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any material note, bond, mortgage, indenture, warrant or other similar instrument or any material license, permit, agreement or other obligation to which the Servicer is a party or by which the Servicer or any of its properties or assets may be bound.

(e) There are no Proceedings or investigations to which the Servicer or any of its Affiliates is a party pending, or to the best of the Servicer’s knowledge, threatened, before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality (A) asserting the invalidity of this Agreement or any other Related Document, (B) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any other Related Document or (C) seeking any determination or ruling that is reasonably likely to materially and adversely affect the performance by the Servicer of its obligations under or the validity or enforceability of, this Agreement or any other Related Document to which it is a party.

(f) Since March 31, 2005, there has been no material adverse change in the financial condition of the Servicer.

In performing the Services, the Servicer shall employ or otherwise engage such staff (including in-house legal staff) and maintain such supporting resources as the Servicer shall deem necessary in accordance with its usual business practices with respect to its own aircraft engines, both in number and in quality, to enable the Servicer to perform the Services in accordance with the terms of this Agreement.

The Servicer at such times as WEST may reasonably request shall make available to WEST and its Subsidiaries and their agents (including auditors) (A) reports, ledgers, documents, and other records (including computer records), its books and other information related to the Engine Assets or the business of WEST and its Subsidiaries and (B) the officers and employees

of the Servicer, subject to their reasonable availability, in each case, to enable WEST and the Security Trustee to monitor the performance of the Servicer under this Agreement.

The Servicer shall, in connection with the performance of the Services, comply with all laws, rules and regulations applicable to the Servicer and with the laws, rules and regulations applicable to the Engine Assets.

The Servicer shall not commingle with its own funds, (i) any funds of WEST or any Subsidiary or (ii) any misdirected funds received from Lessees and others. Any such misdirected funds shall be promptly redirected to a Bank Account. The Servicer hereby covenants with WEST and its Subsidiaries that it will conduct its business such that it is a separate and readily identifiable business from, and independent of, WEST and each Subsidiary (it being understood that the Servicer and any of its Affiliates may publish financial statements that consolidate those of WEST and its Subsidiaries, if to do so is required by any Applicable Law or GAAP and the Servicer and any of its Affiliates may file consolidated tax returns with WEST or any Subsidiary) and further covenants that, during the term of this Agreement:

(a) it will observe all corporate formalities necessary to remain a legal entity separate and distinct from, and independent of, WEST and each Subsidiary;

(b) it will maintain its assets and liabilities separate and distinct from WEST and each Subsidiary;

(d) it will pay its obligations in the ordinary course of its business as a legal entity separate from WEST and each Subsidiary;

(e) it will keep its funds separate and distinct from the funds of WEST and each Subsidiary, and it will receive, deposit, withdraw and disburse such funds separately from the funds of WEST and each Subsidiary;

(f) it will conduct its business in its own name, and not in the name of WEST or any Subsidiary;

(g) it will not pay or become liable for any debt of WEST or any Subsidiary, other than to make payments in the form of indemnity as required by the express terms of this Agreement;

(h) it will not hold out that it is a division of WEST or its Subsidiaries or that WEST or any Subsidiary is a division of it;

(i) it will not induce any third party to rely on the creditworthiness of WEST or any Subsidiary in order that such third party will be induced to contract with it;

(j) it will not enter into any transaction between it and WEST or any Subsidiary that is as a whole materially more favorable to either party than an agreement that the parties would have been able to enter into at such time on an arm’s-length basis with a non-affiliated third party, other than any Related Document in effect on the Initial Closing Date (it being understood that the parties hereto do not intend by this covenant to ratify any self-dealing transaction); and

(k) it will observe all corporate formalities necessary to treat WEST and each Subsidiary as a legal entity separate from each other Subsidiary.

The Servicer agrees to cooperate with WEST and its Subsidiaries in connection with the public or private offering and sale of any securities of WEST or any of its Affiliates (a “Notes Offering”).

Promptly, but in any case within five (5) Business Days of becoming aware of the existence of any condition or event which constitutes a Servicer Termination Event, Early Amortization Event or an Event of Default, or any event which, with the lapse of time or the giving of notice, would constitute a Servicer Termination Event, Early Amortization Event or an Event of Default and which, in each case, has not been waived in writing by the Requisite Majority, the Servicer shall deliver to WEST and the Subsidiaries and the Indenture Trustee a written notice describing the nature of such event and period of existence and, in the case of a Servicer Termination Event, the action the Servicer is taking or proposed to take with respect thereto.

SECTION 5.07. Ownership Placards.

The Servicer shall use commercial reasonable efforts to cause each Lessee to affix an ownership placard on each related Engine stating that such Engine is owned by the applicable Engine Trust.

WEST and each Subsidiary shall at all times use commercially reasonable efforts to cooperate with the Servicer to enable the Servicer to provide the Services, including providing the Servicer with all powers of attorney as may be reasonably necessary or appropriate to perform the Services.

WEST and each Subsidiary agree that as between the Servicer, on the one hand, and WEST or any Subsidiary, on the other hand, no representation is made as to the financial condition and affairs of any Lessee of, or purchaser of, any Engine or any manufacturer, representative, maintenance facility, contractor, vendor or supplier utilized by the Servicer in connection with its performance of the Services and, subject to the Standard of Liability, the Servicer shall have no liability with respect to such third parties.

Neither WEST nor any Subsidiary shall amend, without the prior consent of the Servicer in each instance, any Related Document in such a manner that would increase in any respect the scope, nature or level of the Services to be provided under this Agreement nor change the Standard of Liability without the Servicer’s prior written consent, which consent may be conditioned upon, among other things, a proper adjustment in the compensation payable to the Servicer in order to take into account the increased Services to be provided by the Servicer.

Without the prior written consent of the Servicer, neither WEST nor any Subsidiary shall (a) enter into, or cause or permit any Person (other than the Servicer) to enter into on their behalf, any transaction for the lease or sale of any Engine in respect of which the Servicer is at such time performing Services, or (b) employ any Person other than the Servicer to perform any of the Services with respect to the Engine Assets, except as provided in Article 10 of this Agreement.

WEST and each Subsidiary shall forward promptly to the Servicer a copy of any written communication received from any Person in relation to any Engine Asset.

WEST and each Subsidiary hereby ratify and confirm, and agree to ratify and confirm, any action the Servicer takes or refrains from taking in accordance with this Agreement, the Indenture and the Related Documents in the exercise of any of the powers or authorities conferred upon the Servicer pursuant to the terms of this Agreement and the Indenture.

(a) If (i) any agreement, instrument or other document becomes an Engine Document or any Engine Document shall have been amended, modified or terminated and (ii) the Servicer was not substantially involved in the preparation and execution of such new, amended, modified or terminated agreement, instrument or other document, WEST shall deliver written notice thereof to the Servicer together with (A) in the case of any newly executed Engine Document, a true and complete copy of such Engine Document, a list of all Engine Assets to which it relates and a description, in reasonable detail, of the relevance of such Engine Document to such Engine

Assets or (B) in the case of any amendment, modification or termination of an Engine Document, a true and complete copy of any related agreement, instrument or other document.

(b) WEST shall promptly deliver to the Servicer a complete copy of the Indenture.

(c) At all times, WEST shall promptly notify the Servicer of the name, identity and contact details of the Controlling Trustees and of any changes thereto and any other relevant information relating to such Controlling Trustees reasonably requested by the Servicer.

At all times, WEST shall promptly notify the Servicer of any New Account established by or on behalf of WEST or any Subsidiary or otherwise relating to the Engine Assets and of any Existing Account relating to any aircraft engine that becomes an Engine after the date of this Agreement and of the closing of any such account in any case not established or closed by the Servicer.

If WEST or any Subsidiary shall take any action to:

(a) file any petition or application, commence any proceeding, pass any resolution or convene a meeting with respect to itself or any of its Affiliates under any United States federal, state or foreign or international law relating to the appointment of a trustee in bankruptcy, liquidator, examiner, assignee, custodian, trustee, sequestrator or receiver with respect to WEST or any Subsidiary or over the whole or any part of any properties or assets of WEST or any Subsidiary or any bankruptcy, reorganization, compromise arrangements or insolvency of WEST or any Subsidiary; or

(b) make an assignment for the benefit of its creditors generally;

then WEST shall notify the Servicer, to the extent practicable, of the taking of any such action. If WEST or any Subsidiary becomes aware of the intent or action of any Person (whether a creditor or member of WEST or any Subsidiary) to appoint a trustee in bankruptcy, liquidator, examiner, custodian, sequestrator or receiver, WEST shall promptly notify the Servicer.

WEST and each Subsidiary agree that at any time and from time to time upon the written request of the Servicer, it will execute and deliver such further documents and do such further acts and things as the Servicer may reasonably request in order to effect the purposes of this Agreement.

WEST and each Subsidiary covenant with the Servicer that it will conduct its business such that it is a separate and readily identifiable business from, and independent of, the Servicer and any of its Affiliates (it being understood that the financial statements of WEST or any

Subsidiary may be consolidated with those of the Servicer or any of its Affiliates, if to do so is required by any Applicable Law or GAAP and that the tax returns of WEST or any Subsidiary may be consolidated with those of the Servicer and any of its Affiliates in accordance with applicable United States tax laws) and further covenant that, during the term of this Agreement:

(a) it will observe all corporate formalities necessary to remain a legal entity separate and distinct from, and independent of, the Servicer and any of its subsidiaries;

(b) it will maintain its assets and liabilities separate and distinct from those of the Servicer;

(d) it will pay its obligations in the ordinary course of its business as a legal entity separate from the Servicer;

(e) it will keep its funds separate and distinct from any funds of the Servicer, and it will receive, deposit, withdraw and disburse such funds separately from any funds of the Servicer;

(f) it will conduct its business in its own name, and not in the name of the Servicer;

(g) it will not agree to pay or become liable for any debt of the Servicer, other than to make payments in the form of indemnity as required by the express terms of this Agreement;

(h) it will not hold out that it is a division of the Servicer, or that the Servicer is a division of it;

(i) it will not induce any third party to rely on the creditworthiness of the Servicer in order that such third party will be induced to contract with it;

(j) it will not enter into any transaction between it and the Servicer that is as a whole materially more favorable to either party than a transaction that the parties would have been able to enter into at such time on an arm’s-length basis with a non-affiliated third party, other than any Related Document in effect on the Initial Closing Date (it being understood that the parties hereto do not intend by this covenant to ratify any self-dealing transaction); and

(k) it will observe all material corporate or other procedures required under Applicable Law and under its organizational documents.

Notwithstanding anything to the contrary in Sections 4.01(b) and 6.07, the Servicer shall have no obligation with respect to any agreement, instrument or document that becomes an Engine Document, or any such amendment, modification or termination, until the date that a copy of the agreement, instrument or document constituting such Engine Document, or setting forth the terms of such amendment, modification or termination, is received by the Servicer.

SECTION 6.13 New Subsidiaries.

WEST hereby undertakes to procure that any Subsidiary of WEST formed or acquired after the date hereof shall execute a joinder agreement with the Servicer adopting and confirming, as regards such Subsidiary, the terms of this Agreement, and agreeing to ratify anything done by the Servicer in connection herewith on the terms of Section 6.06. Such joinder agreement shall specify the notice information for such Subsidiary and an executed version thereof shall be promptly delivered to each of the parties hereto.

Notwithstanding the appointment of the Servicer to perform the Services and the related delegation of authority and responsibility to the Servicer pursuant to this Agreement, WEST and each Subsidiary shall remain responsible for all matters related to its business, operations, assets and liabilities.

WEST may at any time, other than following the delivery of a Default Notice pursuant to Section 4.02 of the Indenture (that has not been withdrawn or rescinded), in which case the Indenture Trustee may, direct the Servicer to limit or terminate any action being taken by it under this Agreement or to take any action authorized or contemplated by this Agreement (including sale or disposal of any Engine) or the applicable Lease and the Servicer shall use commercially reasonable efforts to comply with such directions.

If the Servicer wishes to take or approve any action which it is not authorized under this Agreement to take or approve, it shall request authority from WEST to take or approve the action.

The Servicer will perform the Services with a view towards maximizing the present value of the cash flows over the life of the Engines from leasing and re-leasing or selling or otherwise disposing of Engines, taking into account the then-existing and anticipated market conditions affecting the operating leasing of used aircraft engines and the commercial aviation industry generally and any restrictions within the Indenture.

(a) WEST, on its own behalf and on behalf of the Subsidiaries, shall adopt with respect to the period from the Initial Closing Date through December 31, 2005 (the “Initial

Period”) and, thereafter, each one Year period during the term of this Agreement (a “One Year Period”):

(A) an operating budget with respect to the Engines (an “Operating Budget”); and

(B) a budget with respect to Engine Expenses related to the Engines (an “Asset Expenses Budget”).

The initial Operating Budget and the initial Asset Expenses Budget for the Initial Period shall be adopted by WEST and the Subsidiaries by the Initial Closing Date in substantially the form attached hereto as Exhibit A (together, the “Initial Budgets”).

The Operating Budget and Asset Expenses Budget for each One Year Period during the term of this Agreement shall be adopted by WEST and the Subsidiaries in accordance with Section 7.05(b).

The Servicer shall, in the course of providing the Services hereunder, use reasonable efforts to achieve the Initial Budgets and the Operating and Asset Expenses Budgets for any One Year Period.

(b) In respect of each One Year Period after the Initial Period during the term of this Agreement, the Administrative Agent shall prepare, and deliver to the Servicer no later than the November 30 immediately preceding the commencement of each Year, a proposed Operating Budget and Asset Expenses Budget for each such One Year Period together with reasonably detailed supporting information and the assumptions underlying such proposed Operating Budget and Asset Expenses Budget.

(c) In connection with the preparation and review of such proposed Operating Budget and Asset Expenses Budget for each period, the Servicer shall provide the Administrative Agent, not later than the November 1 immediately preceding the commencement of each Year, information in a form to be agreed from time to time relating to (i) lease rates, (ii) utilization rate, (iii) expected technical expenditures (including any costs to be capitalized) relating to the Engines, (iv) planned sales, (v) costs relating to insurance, legal, consulting and other similar expenses, including anticipated litigation expenses and (vi) such other information related to Engine Expenses as may be requested by the Administrative Agent to prepare or review such budgets, in each case including the assumptions relating thereto.

The Servicer shall have the right during the 15-day period following its receipt of the Administrative Agent’s proposed Operating Budget and Asset Expenses Budget to express any objection or make any comment it may reasonably have to such budgets. During such 15-day period, the Controlling Trustees and the Servicer shall negotiate and agree on a final Operating Budget and a final Asset Expenses Budget for each period. Not later than the December 20 immediately preceding the commencement of such Year, WEST shall deliver to the Servicer a final Operating Budget and Asset Expenses Budget for each One Year Period (the “Budgets”) together with reasonably detailed information regarding WEST’s underlying assumptions.

(d) If at any time the Servicer reasonably believes that an incurrence of Engine Expenses is reasonably likely to cause actual aggregate Engine Expenses in the Initial Period or any One Year Period, as the case may be, to exceed 125% of the budgeted amount of aggregate Engine Expenses for such period as set forth in the applicable Budget, the Servicer shall not incur such Engine Expense without prior approval by WEST, and such excess payment and approval thereof shall be reported in the Annual Report for the relevant Initial Period or One Year Period, as the case may be.

(a) The Servicer shall not do any of the following without the express prior written approval of WEST:

(i) Except as required in accordance with the terms of any Lease or any other agreement with the Lessee or the Asset Transfer Agreement, and in any event in accordance with the terms and conditions of the Related Documents, sell (or enter into any commitment or agreement to sell) or otherwise transfer or dispose of any Engine.

(ii) Enter into any new Lease (or any renewal or extension of an existing Lease or other agreement with a Lessee) of any Engine if the Lease does not comply with the requirements of the Indenture.

(iii) Unless provided for in the then current Operating Budget or Asset Expenses Budget, enter into any contract for the modification or maintenance of any Engine if the costs to be incurred thereunder by WEST or the relevant Subsidiary are not economically justifiable in light of then current and reasonably anticipated market conditions for used aircraft engines.

(iv) Subject to Section (e) of Section 4.02 of Schedule 2.02(a), enter into on behalf of WEST or any Subsidiary, any capital commitment or confirm any order or commitment (other than the issuance of Warehouse Notes under the Indenture) to acquire, or acquire on behalf of WEST or any Subsidiary, aircraft engines, except that the Servicer may enter into any such capital commitment or order or commitment to acquire an Additional Engine or spare parts for an Engine so long as the same is provided for in the then applicable Operating Budget or Asset Expenses Budget.

(v) Issue any guarantee on behalf of, or otherwise pledge the credit of WEST or any Subsidiary, other than any guarantee of any Subsidiary obligation by WEST or WEST Funding.

(vi) Unless permitted by any other provision of this Section 7.06, enter into any agreement for services to be provided in respect of Engines by third parties the cost of which is to be borne by WEST and the Subsidiaries, except in each case (A) to the extent that the same is an Engine Expense provided for in the then applicable Operating Budget or Asset Expenses Budget or (B) for third party service providers (including legal counsel) that would be used by the Servicer in the ordinary course of the Servicer’s business.

(vii) Incur on behalf of WEST or any Subsidiary any liability (actual or contingent) or cause any such liability (actual or contingent) to be incurred, except for a liability (A) contemplated in the then applicable Operating Budget or Asset Expenses Budget, (B) pursuant to a transaction of a type which is subject to another Transaction Approval Requirement which Transaction Approval Requirement is satisfied or is otherwise authorized by such Transaction Approval Requirement or (C) incurred in the ordinary course of the business of WEST and the Subsidiaries.

(b) Any transaction entered into by the Servicer on behalf of WEST and the Subsidiaries shall be on an arm’s-length basis and on market terms, provided that any transaction approved by the Controlling Trustees shall be deemed to satisfy this clause (b).

(c) The actions specified in clauses (a)(i) and (a)(iv) of this Section 7.06 must be approved by a majority of the Controlling Trustees, including the Independent Controlling Trustee.

(d) The transaction approval requirements (the “Transaction Approval Requirements”) set forth in clauses (i) through (vii) of Section 7.06(a) may only be amended by mutual agreement of the parties hereto and with the written consent of the Indenture Trustee (acting at the direction of the Requisite Majority), and shall not in any event be amended to reduce or circumscribe the delegation to the Servicer of the level of autonomy, authority and responsibility contemplated by the Transaction Approval Requirements with respect to the performance of the Services. The Servicer shall provide notice to the Indenture Trustee of any amendment to the Transaction Approval Requirements for inclusion of such notice by the Indenture Trustee in the next Annual Report.

The effectiveness of this Agreement and all obligations of the parties hereunder shall be conditioned upon (a) with respect to each Initial Engine and its related assets, the occurrence of the Initial Closing Date or, with respect to any Remaining or Additional Engine, the delivery of such Engine to WEST or any Subsidiary (provided that, the Servicer will assist WEST with respect to the acquisition of any such Remaining or Additional Engine in accordance with the terms hereof), and (b) with respect to the Servicer, WEST and the Subsidiaries, the execution hereof by those parties.

In consideration of the Servicer’s performance of the Services, WEST shall pay to the Servicer on a monthly basis pursuant to Section 3.13 of the Indenture servicing fees consisting of

the fees set forth in (i) Section 9.02 (“Rent Based Fee”) and (ii) Section 9.03 (“Disposition Fee”, and together with the Rent Based Fee, the “Servicing Fees”).

A Rent Based Fee shall be paid by WEST to the Servicer on a monthly basis pursuant to Section 3.13 of the Indenture in the amount equal to 11.5% of the aggregate rent actually received for any month (or portion of a month) in which WEST or any Subsidiary owns the related Engines.

A Disposition Fee shall be paid by WEST to the Servicer pursuant to Section 3.13 of the Indenture with respect to each sale of an Engine.

(a) The Servicer shall be responsible for, and shall not be entitled to reimbursement for, the Servicer’s overhead expenses (“Overhead Expenses”) which shall include all expenses other than Engine Expenses, including:

(i) salary, bonuses, company cars and benefits of the Servicer’s employees;

(ii) office, office equipment and rental expenses other than office and office equipment rental expense charged by independent advisors retained by the Servicer with respect to the Engines;

(iii) telecommunications expenses; and

(iv) taxes on the income, receipts, profits, gains, net worth or franchise of the Servicer and payroll, employment and social security taxes for employees of the Servicer.

(b) (i) WEST and the Subsidiaries shall be responsible for all costs and expenses relating to or associated with the Engine Assets other than Overhead Expenses, (“Engine Expenses”) which consist of Ordinary Course Expenses and WEST Expenses

This Agreement shall expire on the later of (i) the date of payment in full of all amounts outstanding to be paid under the Notes (and other similar obligations issued under the Indenture or other debt instrument or otherwise secured under the Security Trust Agreement), and of all amounts outstanding to be paid to the holders of the Beneficial Interest Certificates and (ii) the

date after the end of the Delivery Period on which neither WEST nor any Subsidiary shall own or lease any Engine.

(a) At any time during the term of this Agreement, the Servicer shall in accordance with Section 10.02(c) be entitled to terminate this Agreement if:

(i) all of the Notes and other obligations of WEST secured under the Security Trust Agreement are repaid or defeased in full in accordance with the terms of the Indenture or other applicable agreement evidencing such obligation; or

(ii) all of the Engines of WEST and the Subsidiaries are sold and there are no Warehouse Notes outstanding.

(b) At any time during the term of this Agreement, WEST shall in accordance with Section 10.02(c) be entitled to terminate this Agreement with respect to one or more Engines if:

(i) Servicer shall fail to (A) remit to the Collections Account any Collections erroneously received by the Servicer within three (3) Business Days after such receipt , or (B) deliver a Servicer Report within five (5) Business Days after the due date thereof;

(ii) Servicer shall fail to (A) deliver any report, other than delivery of a Servicer Report, required to be delivered to the Indenture Trustee within five (5) Business Days after the due date thereof, (B) maintain for the benefit of WEST and the Subsidiaries customary lessor’s contingent insurance with respect to the Engines and the liability insurance, in each case, in conformity with the provisions of Schedule 1.03(a) to Schedule 2.02(a) to this Agreement, or (C) perform or observe, or cause to be performed or observed, any other covenant or agreement which failure materially and adversely affect the rights of WEST, Noteholders or the Indenture Trustee, and provided that in the case of the events in clauses (B) and (C), such failure shall continue unremedied for a period of thirty (30) days or more (or, if such failure or breach is capable of remedy and the Servicer has promptly provided WEST and the Indenture Trustee with a certificate stating that the Servicer has commenced, or will promptly commence, and diligently pursue all reasonable efforts to remedy such failure or breach, so long as the Servicer is diligently pursuing such remedy but in any event for a total period no longer than sixty (60) days) after written notice thereof has been given to the Servicer or the Servicer has actual knowledge of such event;

(iii) Any representation or warranty made by the Servicer in this Agreement, or in any certificate, report or financial statement delivered by it pursuant hereto proves to have been untrue or incorrect in any material and adverse respect when made and continues unremedied for a period of thirty (30) days or more (or, if such untruth or incorrectness is capable of remedy and the Servicer has promptly provided WEST and the Indenture Trustee with a certificate stating that the Servicer has commenced, or will promptly commence, and diligently pursue all reasonable efforts to remedy such untruth or incorrectness, so long as the Servicer is diligently pursuing such remedy but in any

event for a total period no longer than sixty (60) days) after written notice thereof has been given to the Servicer or the Servicer has actual knowledge of such untruth;

(iv) the Servicer shall cease to be engaged in the aircraft engine leasing business;

(v) either (A) an involuntary proceeding shall be commenced or an involuntary petition shall be filed in a court of competent jurisdiction seeking relief in respect of the Servicer or in respect of a substantial part of the property or assets of the Servicer, under Title 11 of the United States Code, as now constituted or hereafter amended, or any other U.S. federal or state or foreign bankruptcy, insolvency, receivership or similar law, and such proceeding or petition shall continue undismissed for sixty (60) days or an order or decree approving or ordering any of the foregoing shall be entered, or (B) the Servicer shall go into liquidation, suffer a receiver or mortgagee to take possession of all or substantially all of its assets or have an examiner appointed over it or if a petition or proceeding is presented for any of the foregoing and not discharged within sixty (60) days;

(vi) the Servicer shall (A) voluntarily commence any proceeding or file any petition seeking relief under Title 11 of the United States Code, as now constituted or hereafter amended, or any other U.S. federal or state or foreign bankruptcy, insolvency, receivership or similar law, (B) consent to the institution of, or fail within sixty (60) days to contest the filing of, any petition described in clause 10.02(b)(v) above, (C) file an answer admitting the material allegations of a petition filed against it in any such proceeding described in clause 10.02(b)(v) above or (D) make a general assignment for the benefit of its creditors;

(vii) the Servicer shall fail to maintain a minimum consolidated Tangible Net Worth (determined in accordance with GAAP but excluding the effect of FAS 133) equal to $90,000,000 (as reflected in each Monthly Report);

(viii) the ratio (as reflected in each Monthly Report) of Servicer’s total Indebtedness to its Tangible Net Worth (determined in accordance with GAAP) shall exceed 5.0 to 1.0;

(ix) the ratio (as reflected in each Monthly Report) of Servicer’s (A) earnings before interest and taxes to (B) interest (in each case determined in accordance with GAAP but excluding the effect of (x) any adjustments resulting from changes in accounting standards, (y) any extraordinary gain or loss and (z) any write-off of the costs associated with the indebtedness encumbering the Engines prior to the transfer of WEST Funding to WEST) shall be less than 1.2 as calculated on a rolling 4-quarter basis;

(x) except as permitted hereunder, the Servicer attempts to assign its interest in this Agreement; or

(xi) a Change of Control shall have occurred;

(xii) the Servicer shall default (taking into account any applicable cure period) in the payment of aggregate recourse Indebtedness which, individually or in the aggregate, exceeds ten million dollars ($10,000,000), or indebtedness in such amount shall have been accelerated as a result of an event of default under the applicable agreements.

(c) (i) A terminating party may, at any time during the term of this Agreement, subject to the terms of this Article 10 by written notice (“Termination Notice”) to the other parties hereto (the “Notice Recipients”), set forth its determination to terminate this Agreement pursuant to this Section 10.02. Any Termination Notice shall set forth in reasonable detail the basis for such termination.

(ii) No later than the fifth Business Day following the delivery of the Termination Notice (the “Effectiveness Date”), the Notice Recipients shall advise the terminating party in writing whether the Notice Recipients (A) intend to cure the basis for such termination and, if so, the action they intend to take to effectuate such cure or (B) do not intend to cure the basis for such termination (it being understood that failure of the Notice Recipients to deliver such written advice by such day shall be deemed to constitute notice that they do not intend to cure the basis for termination). In the event that the Notice Recipients notify (or are deemed to have notified) the terminating party that they do not intend to cure the basis for such termination, this Agreement shall terminate, subject to Section 10.03(c)(ii), immediately or on such later date that the terminating party shall have indicated in the Termination Notice. In the event that the Notice Recipients notify the terminating party by such fifth Business Day that they intend to cure the basis for such termination, then the Notice Recipients shall (1) have thirty (30) days from the Effectiveness Date to effectuate such cure to the satisfaction of the terminating party or (2) if such cure cannot reasonably be expected to be effectuated within a 30-day period, (x) demonstrate to the satisfaction of the terminating party that substantial progress is being made toward the effectuation of such cure and (y) effectuate such cure to the reasonable satisfaction of the terminating party no later than the sixtieth day following the Effectiveness Date. Upon the failure of the Notice Recipients to effectuate a cure in accordance with the immediately preceding sentence, this Agreement shall terminate on the latest of (I) the day immediately following the expiration of such 30 or 60-day period, as the case may be, (II) such later date as shall be indicated in the Termination Notice and (III) the date as of which the Back-Up Servicer begins to perform the Back-Up Services under the Back-Up Servicing Agreement or, if it is unable to or fails to so perform, the date on which a Replacement Servicer has been engaged to perform the Services with respect to the Engines and has accepted such appointment in accordance with the provisions of Section 10.03(c).

(d) At any time during the term of this Agreement, the Requisite Majority may, upon the occurrence of any event listed in Section 10.02(b), at any time remove the Servicer and terminate this Agreement by delivering written notice of such removal to WEST, the Servicer, the Back-Up Servicer, the Administrative Agent, the Back-Up Administrative Agent, the Rating Agencies and the Indenture Trustee or by causing the Indenture Trustee to deliver such notice to such Persons.

(a) (i) Upon the expiration or termination of this Agreement in accordance with this Article 10, or upon the removal of the Servicer by the Requisite Majority pursuant to Section 10.02(d), the Servicer will promptly forward to WEST any notices, reports and communications received by it from any relevant Lessee after the termination or expiration of this Agreement or the removal of the Servicer.

(ii) WEST will notify promptly each relevant Lessee and any relevant third party of the termination of the Servicer under this Agreement or expiration of this Agreement in relation to any of the Engines and will request that all such notices, reports and communications from such third parties thereafter be made or given directly to the Back-Up Servicer or Replacement Servicer, as the case may be.

(b) A termination or expiration in relation to any or all Engines shall not affect the respective rights and liabilities of either party accrued prior to such termination or expiration in respect of any prior breaches hereof or otherwise.

(c) (i) Upon the termination of this Agreement in accordance with this Article 10 prior to the expiration of its term or upon the removal of the Servicer by WEST or a Requisite Majority, the Back-Up Servicer will provide Services with respect to the Engines on behalf of WEST and the Subsidiaries pursuant to the terms of the Back-Up Servicing Agreement. Notwithstanding the occurrence of an event described in Section 10.02(b) or the removal of the Servicer by WEST or the Requisite Majority, the Servicer shall continue to perform its duties under the Servicing Agreement until the Back-Up Servicer, or if the Back-Up Servicer is unable to perform its duties under the Back-Up Servicing Agreement or a Requisite Majority directs otherwise, a Replacement Servicer, has been appointed and has accepted such appointment. In the event that the Back-Up Servicer is unable to or fails to perform its duties under the Back-Up Servicing Agreement and a Replacement Servicer has not been appointed within ninety (90) days after any termination of this Agreement or resignation by the Servicer, the Servicer or the Indenture Trustee, acting at the direction of a Requisite Majority, may petition any court of competent jurisdiction for the appointment of a Replacement Servicer.

(ii) Upon the expiration or termination of this Agreement in accordance with this Article 10, or upon the removal of the Servicer by WEST or a Requisite Majority, the Servicer will cooperate (1) in the case of expiration, with any Replacement Servicer or (2) in the case of termination or removal, with the Back-Up Servicer or, if the Back-Up Servicer is unable to or fails to perform its duties, the Replacement Servicer, including providing to the Replacement Servicer or Back-Up Servicer, as the case may be, all information, documents and records relating to the Engines.

(d) Upon the termination of this Agreement in accordance with this Article 10, or upon the removal of the Servicer by the Requisite Majority pursuant to Section 10.02(d), WEST shall pay the Servicing Fees then accrued to the Servicer from amounts available therefor under Section 3.13 of the Indenture. In the event that the Back-Up Servicer is unable to or fails to perform its duties, in such case, WEST shall continue to pay the Servicing Fees to the Servicer until a Replacement Servicer shall have been appointed and shall have accepted such

appointment in accordance with the provisions of Section 10.03(c) and such appointment has become effective. Upon any resignation or termination of the Servicer in accordance with the terms of this Agreement, such resigning or terminated Servicer shall not be entitled to receive any Servicing Fee accruing on or after the effective date of such termination or resignation.

(e) Upon the termination of this Agreement in accordance with this Article 10, the removal of the Servicer with respect to the performance of the Services for any Engine or the expiration of this Agreement, the Servicer shall promptly return the originals within its possession of all applicable Engine Documents and other documents related to the Engine Assets to WEST and, in addition to its obligation to cooperate with the Replacement Servicer or Back-Up Servicer, as the case may be, shall provide access to other documentation and information relating to the business of WEST and the Subsidiaries (and, to the extent practicable, copies thereof) within its possession as is reasonably necessary to the conduct of the business of WEST and the Subsidiaries.

(f) Upon the expiration or termination of this Agreement in accordance with this Article 10, the parties shall, subject to Section 10.04 and Section 10.03(b), be relieved of any obligations hereunder.

Notwithstanding any termination or the expiration of this Agreement, the provisions of Section 3.03, Section 3.04, Section 10.03, Section 10.04, Article 11, Section 13.09, Section 13.10 and Section 13.11 shall survive such termination or expiration, as the case may be.

(a) WEST and the Subsidiaries do hereby assume liability for, and do hereby agree to indemnify, reimburse and hold harmless on an After-Tax Basis, the Servicer from any and all Losses, to the extent that the Losses exceed recoveries under insurance policies maintained by WEST or the Servicer, that arise (A) as a result of the Servicer’s performance of any of its obligations as Servicer, and (B) as a result of any action which the Servicer is requested to take or requested to refrain from taking by WEST; provided that such indemnity shall not extend to (i) any Loss which arises as a result of the willful misconduct, negligence or fraud of the Servicer, (ii) any Loss which results from a material breach by the Servicer of the express terms and conditions of this Agreement, (iii) any Loss arising as a result of any material misstatement or omissions in any public filing or offering memorandum relating to written information on the Engines and the Servicer provided by the Servicer for disclosure in such public filing or offering memorandum, (iv) any Loss arising from the violation by Servicer of the Standards of Liability, (v) any Tax imposed on net income by the revenue authorities of the United States or the State of California in respect of any payment by WEST or any Subsidiary to the Servicer due to the performance of the Services, or (vi) any Taxes imposed on net income of the Servicer by any Government Authority other than the revenue authorities of the United States or the State of

California to the extent such Taxes would not have been imposed in the absence of any connection of the Servicer with such jurisdiction imposing such Taxes other than any connection that results from the performance by the Servicer of its obligations under this Agreement.

(b) WEST and the Subsidiaries acknowledge and agree that amounts payable to or for the benefit of the Servicer under Section 11.01 shall constitute Operating Expenses.

(c) The Servicer agrees to give WEST prompt notice of any action, claim, demand, discovery of fact, proceeding or suit for which the Servicer intends to assert a right to indemnification under this Agreement; provided, however, that failure to give such notification shall not affect the Servicer’s entitlement to indemnification under this Section 11.01 unless and only to the extent such failure results in actual material prejudice to any of WEST or the Subsidiaries with respect to the action, claim, demand, discovery of fact, proceeding or suit for which a right of indemnification is asserted.

(d) For the avoidance of doubt, all payments owed to the Servicer pursuant to this Article 11 shall be paid from amounts available therefor under Section 3.13 of the Indenture and any recoveries pursuant to insurance policies maintained by WEST or the Servicer in respect of such amounts (after payment of such amounts to the Servicer) shall be deposited in the Collections Account.

(e) The Servicer does hereby assume liability for, and does hereby agree to indemnify, reimburse and hold harmless on an After-Tax Basis, WEST and its Subsidiaries from any and all Losses, to the extent that the Losses exceed recoveries under insurance policies maintained by WEST or the Servicer, that arise (A) as a result of the willful misconduct, negligence or fraud of the Servicer, (B) any Loss which results from a material breach by the Servicer of the express terms and conditions of this Agreement, (C) any Loss arising as a result of any material misstatement or omissions in any public filing or offering memorandum relating to written information on the Engines and the Servicer provided by the Servicer for disclosure in such public filing or offering memorandum, (D) any Loss arising from the violation by Servicer of the Standards of Liability; provided that, notwithstanding anything to the contrary contained in this Agreement, the maximum amount of indemnifiable Losses which may be recovered from the Servicer arising out of or resulting from the causes enumerated in this Section 11.01(e) shall be an amount equal to the sum of the Servicing Fees actually received by the Servicer.

(a) If a Third Party Claim is made against the Servicer, the Servicer shall promptly notify WEST of such claim, and the Servicer or WEST (as agreed between them) will undertake the defense thereof. The failure to notify WEST promptly shall not relieve it of its obligations under this Article 11 unless such failure results in actual material prejudice to WEST or any Subsidiary with respect to the action, claim, demand, discovery of fact, proceeding or suit for which a right of indemnification is asserted.

(b) If agreed and accepted by WEST and the Servicer, WEST shall within thirty (30) days undertake the conduct and control, through counsel of its own choosing and at the sole risk and expense of WEST and the Subsidiaries, of the good faith settlement or defense of such

claim, and the Servicer shall cooperate fully with WEST in connection therewith; provided that (i) at all times the Servicer shall be entitled to participate in such settlement or defense through counsel chosen by it, and the fees and expenses of such counsel shall be borne by the Servicer, and (ii) none of WEST or any Subsidiary shall be entitled to settle such claims unless it shall have confirmed in writing the obligation of WEST and the Subsidiaries to indemnify the Servicer for the liability asserted in such claim.

(c) So long as WEST is reasonably contesting any such claim in good faith, the Servicer shall fully cooperate with WEST in the defense of such claim as reasonably required by WEST, and WEST shall reimburse the Servicer for reasonable out-of-pocket expenses incurred in connection with such cooperation. Such cooperation shall include the retention and the provision of records and information which are reasonably relevant to such Third Party Claim and the availability on a mutually convenient basis of directors, officers and employees to provide additional information. The Servicer shall not settle or compromise any claim without the written consent of WEST unless the Servicer agrees in writing to forego any and all claims for indemnification from WEST and the Subsidiaries with respect to such claims.

The costs and expenses, including fees and disbursements of counsel (except as provided in Section 11.02(b)(i)) and expenses of investigation, incurred by the Servicer in connection with any Third Party Claim, shall be reimbursed on each Payment Date by WEST upon the submission of evidence reasonably satisfactory to WEST that such expenses have been incurred in the preceding month, without prejudice to WEST’s right to contest the Servicer’s right to indemnification and subject to refund in the event that WEST and the Subsidiaries are ultimately held not to be obligated to indemnify the Servicer.

(a) No party to this Agreement shall assign or delegate this Agreement or all or any part of its rights or obligations hereunder to any Person without the prior written consent of each of the other parties; provided, however, the foregoing provisions on assignment and delegation shall not limit the ability of the Servicer to contract with any Person, including any of its Affiliates, for Services in respect of Engine Assets in accordance with Section 2.01(c) so long as the Servicer remains primarily liable for the performance of such Services; provided, further, that (x) the Servicer may assign substantially all of its obligations under this Agreement (subject to a Rating Agency Confirmation) so long as it will remain primarily liable for the performance of such obligations and (y) WEST may assign its rights hereunder to the Indenture Trustee pursuant to the Security Trust Agreement.

(b) Without limiting the foregoing, any Person who shall become a successor (excluding any collateral assignment and any third party providers) by assignment or otherwise of WEST, the Subsidiaries or the Servicer (or any of their respective successors) in accordance

with this Section 12.01 shall be required as a condition to the effectiveness of any such assignment or other arrangement to become a party to this Agreement.

In this Agreement the term “reasonable efforts” shall mean reasonable efforts under the commercial circumstances at the time.

All notices, demands, certificates, requests, directions, instructions and communications hereunder shall be in writing and in English and shall be effective (a) upon receipt when sent through the mails, registered or certified mail, return receipt requested, postage prepaid, with such receipt to be effective the date of delivery indicated on the return receipt, or (b) one Business Day after delivery to an overnight courier, or (c) on the date personally delivered to an authorized officer of the party to which sent, or (d) on the date transmitted by legible telecopier transmission with a confirmation of receipt, in all cases addressed to the recipient as follows (or as set forth in the Indenture):

If to WEST or any Subsidiary, to:

Willis Engine Securitization Trust

c/o Wilmington Trust Company
Rodney Square North

Wilmington, Delaware 19890

Attention: Corporate Trust Administrator
Fax: (301) 651 -8882

If to the Servicer or the Administrative Agent, to:

Willis Lease Finance Corporation
2320 Marinship Way, Suite 300

Sausalito, California 94965
Attention: General Counsel
Fax: (415) 331-0607

If to the Indenture Trustee, to:

Deutsche Bank Trust Company Americas
60 Wall Street
New York, New York 10005
Attention: TSS – Structured Finance
Fax: (212) 797-8606

If to the Back-Up Servicer, to:

UT Finance Corporation
400 Main Street
Mail Stop 133-54
East Hartford, CT 06108
Attention: President
Fax: (860) 565-0187

or to such other address as any party hereto shall from time to time designate in writing to the other parties.

THIS AGREEMENT SHALL IN ALL RESPECTS BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAWS BUT OTHERWISE WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES.

Each of the parties hereto agrees that the United States federal and New York State courts located in The City of New York shall have jurisdiction to hear and determine any suit, action or proceeding, and to settle any disputes, which may arise out of or in connection with this Agreement and, for such purposes, submits to the jurisdiction of such courts. Each of the parties hereto waives any objection which it might now or hereafter have to the United States federal or New York State courts located in The City of New York being nominated as the forum to hear and determine any suit, action or proceeding, and to settle any disputes, which may arise out of or in connection with this Agreement and agrees not to claim that any such court is not a convenient or appropriate forum. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 13.02 shall be deemed effective service of process on such party. Each of the parties hereto hereby consents generally in respect of any legal action or proceeding arising out of or in connection with this Agreement to the giving of any relief or the issue of any process in connection with such action or proceeding, including the making, enforcement or execution against any property whatsoever (irrespective of its use or intended use) of any order or judgment which may be made or given in such action or proceeding.

EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. Each of the Indenture Trustee and the holders of the Notes are express third party beneficiaries of this Agreement, and, as such, the Indenture Trustee or the Requisite Majority acting on behalf of the holders of the Notes (subject to the terms and conditions of the Indenture) shall have full power and authority to enforce the provisions of this Agreement against the parties hereto. No provision of this Agreement is intended to confer any rights or remedies hereunder upon any Person other than the Indenture Trustee and any holders of the Notes and the parties hereto.

This Agreement constitutes the entire agreement between the parties with respect to the subject matter of this Agreement and supersedes all prior agreements and understandings, both oral and written, between the parties with respect to the subject matter of this Agreement.

WEST and each Subsidiary shall appoint the Servicer and its successors, and its permitted designees and assigns, as their true and lawful attorney-in-fact. All Services to be performed and actions to be taken by the Servicer pursuant to this Agreement shall be performed for and on behalf of WEST and each Subsidiary. The Servicer shall be entitled to seek and obtain from WEST and each Subsidiary a power of attorney in respect of the execution of any specific action as the Servicer deems appropriate.

The Servicer agrees that it shall not, prior to the termination or expiration of this Agreement or within three (3) years after such termination or expiration, disclose to any Person any confidential or proprietary information, whether of a technical, financial, commercial or other nature, received directly or indirectly from WEST or any Subsidiary regarding the business of WEST and the Subsidiaries or the Engine Assets, except as authorized in writing by WEST, and except:

(a) to representatives of the Servicer and any of its Affiliates in furtherance of the purpose of this Agreement provided that any such representatives shall have agreed to be bound by the restrictions on disclosure set forth in this Section 13.09;

(b) to the extent required by Applicable Law or by judicial or administrative process, but in the event of proposed disclosure, the Servicer shall seek the assistance of WEST to protect information in which WEST has an interest to the maximum extent achievable;

(i) was generally available in the public domain;

(ii) was lawfully obtained from a source under no obligation of confidentiality, directly or indirectly, to WEST or any Subsidiary;

(iii) was disclosed to the general public with the approval of WEST or any Subsidiary;

(iv) was in the files, records or knowledge of the Servicer or any of the Servicer’s Affiliates prior to initial disclosure thereof to the Servicer or any of the Servicer’s Affiliates by WEST or any Subsidiary;

(v) was provided by WEST or any Subsidiary to the Servicer or any of the Servicer’s Affiliates without any express written (or, to the extent such information was provided in an oral communication, oral) restriction on use of or access to such information, and such information would not reasonably be expected to be confidential, proprietary or otherwise privileged; or

(vi) was developed independently by the Servicer or any of the Servicer’s Affiliates; and

(d) is reasonably deemed necessary by the Servicer to protect and enforce its rights and remedies under this Agreement; provided, however, that in such an event the Servicer shall act in a manner reasonably designed to prevent disclosure of such confidential information; and provided, further, that prior to disclosure of such information, the Servicer shall inform WEST and the Subsidiaries of such disclosure.

To the extent permitted by Applicable Law, the Servicer hereby waives any right it may have under Applicable Law to exercise any rights of setoff with respect to any assets it holds owned by, or money or monies it owes to, WEST or any Subsidiary pursuant to and in accordance with the terms and conditions of this Agreement.

During the term of this Agreement and for one year and one day after payment in full of the Notes, none of the parties hereto or any Affiliate thereof will file any involuntary petition or otherwise institute any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other proceeding under any federal or state bankruptcy or similar law against WEST or any Subsidiary thereof.

If any term or provision of this Agreement or the performance thereof shall to any extent be or become invalid or unenforceable, such invalidity or unenforceability shall not affect or render invalid or unenforceable any other provisions of this Agreement, and this Agreement shall continue to be valid and enforceable to the fullest extent permitted by law.

This Agreement may be amended in a written instrument signed by each of the parties hereto; provided that, if such amendment would reasonably likely have a material adverse effect on the holders of the Notes, the Requisite Majority shall have given its prior consent.

[Signature Pages Follow]

IN WITNESS WHEREOF, this Agreement has been duly executed on the date first written above.

	WILLIS ENGINE SECURITIZATION TRUST


	By:	/s/ Monica J. Burke
	Name: Monica J. Burke
	Title: Attorney-in-Fact


	WILLIS LEASE FINANCE CORPORATION,
	as Servicer and Administrative Agent


	By:	/s/ Monica J. Burke
	Name: Monica J. Burke
	Title: Executive Vice President Chief Financial Officer


	WEST ENGINE FUNDING LLC


	By:	/s/ Monica J. Burke
	Name: Monica J. Burke
	Title: Chief Financial Officer

APPENDIX A

SUBSIDIARIES

WEST Engine Funding LLC
Owner Trust No. 30771

Owner Trust No. 311498

Owner Trust No. 312234

Owner Trust No. 575283

Owner Trust No. 575573

Owner Trust No. 577214

Owner Trust No. 695530

Owner Trust No. 704371

Owner Trust No. 704447

Owner Trust No. 704638

Owner Trust No. 708173

Owner Trust No. 716430

Owner Trust No. 716779

Owner Trust No. 718210

Owner Trust No. 718262

Owner Trust No. 721877

Owner Trust No. 724721

Owner Trust No. 724862

Owner Trust No. 725183

Owner Trust No. 725434

Owner Trust No. 725522

Owner Trust No. 726169

Owner Trust No. 726173

Owner Trust No. 726195

Owner Trust No. 726203

Owner Trust No. 727057

Owner Trust No. 727255

Owner Trust No. 727340

Owner Trust No. 727393

Owner Trust No. 728154

Owner Trust No. 728173

Owner Trust No. 731570

Owner Trust No. 731812

Owner Trust No. 731999

Owner Trust No. 733172

Owner Trust No. 733175

Owner Trust No. 733186

Owner Trust No. 733438

Owner Trust No. 733471

Owner Trust No. 733587

Owner Trust No. 733715

Owner Trust No. 733758

Owner Trust No. 740342

Owner Trust No. 741414

Owner Trust No. 741573

Owner Trust No. 741822

Owner Trust No. 779194

Owner Trust No. 779484

Owner Trust No. 856690

Owner Trust No. 858327

Owner Trust No. 858788

Owner Trust No. 858789

Owner Trust No. 872554

Owner Trust No. 874243

Owner Trust No. 876272

Owner Trust No. 888763

Owner Trust No. 890704

Owner Trust No. 890988

SCHEDULE A

DEFINITIONS

“After-Tax Basis” means on a basis such that any payment received, deemed to have been received or receivable by any Person shall, if necessary, be supplemented by a further payment to that Person so that the sum of the two payments shall, after deduction of all U.S. federal, state, local or foreign Taxes and other charges resulting from the receipt (actual or constructive) or accrual of such payments imposed by or under any U.S. federal, state, local or other foreign law or Governmental Authority (after taking into account any current deduction to which such Person shall be entitled with respect to the amount that gave rise to the underlying payment), be equal to the payment received, deemed to have been received or receivable.

“Agreement” has the meaning assigned to such term in the preamble hereof.

“Asset Expenses Budget” has the meaning assigned to such term in Section 7.05(a)(B) of this Agreement.

“Bank Accounts” has the meaning assigned to such term in Section 6.01(b) of Schedule 2.02(a) to this Agreement.

“Budgets” has the meaning assigned to such term in Section 7.05(c) of this Agreement.

“Change of Control” means, with respect to the Servicer, any action occurring or set of circumstances existing that would result in any Person or group (other than Charles F. Willis IV, his trusts, family limited partnerships or heirs) (as defined in Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended) beneficially owning, directly or indirectly, an amount of the outstanding capital stock of the Servicer entitling such Person or group to 50% or more of the voting power of all the outstanding capital stock of the Servicer. The percentage of voting power shall be determined based on the number of votes a holder of capital stock can cast in the election of directors, compared to the total number of votes that all shareholders can cast in such election.

“Control” (including, with its correlative meanings, “controlled by” and “under common control with”) means possession, directly or indirectly, of the power to direct or cause the direction of management or policies (whether through ownership of securities or partnership or other ownership interests, by contract or otherwise).

“Effectiveness Date” has the meaning assigned to such term in Section 10.02(c)(ii) of this Agreement.

“Engine Assets” means all Engines and related lease interests owned by WEST or any Subsidiary as of the Initial Closing Date or, in the case of any Engine acquired by WEST or any Subsidiary after the Initial Closing Date, including any Remaining Engines and any Additional Engine, as of the applicable Delivery Date; provided, however, that Engine Assets shall not include any Engine Asset (x) that shall have ceased to be an Engine Asset pursuant to this Agreement, or (y) in respect of which the Servicer, WEST or the Noteholders shall have

terminated the Servicer’s obligation to provide Services in accordance with Article 10 of this Agreement.

“Engine Documents” means all Leases and related documents and other contracts and agreements of WEST or any Subsidiary the terms of which relate to or affect any of the Engines.

“Engine Expenses” has the meaning assigned to such term in Section 9.04(b)(i) of this Agreement.

“Existing Accounts” has the meaning assigned to such term in Section 6.01(a) of Schedule 2.02(a) to this Agreement.

“Forecast” has the meaning assigned to such term in Section 8.01(c) of Schedule 2.02(a) to this Agreement.

“Generally Accepted Accounting Principles” or “GAAP” means generally accepted accounting principles as in effect from time to time in the United States of America, consistently applied.

“Indenture” means the Indenture dated as of the Initial Closing Date, between WEST and the Indenture Trustee, and each successor indenture, if any, thereto.

“Initial Budgets” has the meaning assigned to such term in Section 7.05(a) of this Agreement.

“Initial Period” has the meaning assigned to such term in Section 7.05(a) of this Agreement.

“Intangible Assets” means all assets which would be classified as intangible assets under GAAP consistently applied, including, without limitation, goodwill (whether representing the excess of cost over book value of assets acquired or otherwise), patents, trademarks, trade names, copyrights, franchises, and deferred charges (including, without limitation, unamortized debt discount and expense, organization costs, and research and development costs). For purposes of this definition, prepayments of taxes, license fees and other expenses shall not be deemed Intangible Assets.

“Loss” means any and all damage, loss, liability and expense (including reasonable legal fees, expenses and related charges and costs of investigation); provided, however, that the term “Loss” shall not include any indemnified party’s management time or overhead expenses or any income taxes payable in respect of fees paid or payable.

“Monthly Payment Period” has the meaning assigned to such term in Section 6.02(a) of Schedule 2.02(a) to this Agreement.

“Net Income” means net income of the Servicer after taxes, determined in accordance with GAAP.

“Net Worth” means, at any particular time, all amounts, in conformity with GAAP, that would be included as stockholder’s equity on a consolidated balance sheet of the Servicer excluding other comprehensive income or loss resulting from the implementation of SFAS 133.

“New Accounts” has the meaning assigned to such term in Section 6.01(b) of Schedule 2.02(a) to this Agreement.

“Notes Offering” has the meaning assigned to such term in Section 5.05 of this Agreement.

“Notice Recipients” has the meaning assigned to such term in Section 10.02(c)(i) of this Agreement.

“One Year Period” has the meaning assigned to such term in Section 7.05(a) of this Agreement.

“Operating Budget” has the meaning assigned to such term in Section 7.05(a)(A) of this Agreement.

“Other Assets” has the meaning assigned to such term in Section 3.02(a) of this Agreement.

“Overhead Expenses” has the meaning assigned to such term in Section 9.04(a) of this Agreement.

“Rent Based Fee” has the meaning assigned to such term in Section 9.01 of this Agreement.

“Replacement Servicer” means a replacement servicer to perform some or all of the Services under the Servicing Agreement formerly performed by the Servicer, which is appointed in accordance with Section 10.03(c) of this Agreement.

“Servicer Conflicts Standard” has the meaning assigned to such terms in Section 3.02(b) of this Agreement.

“Servicer Performance Standard” has the meaning assigned to such term in Section 3.01 of this Agreement.

“Servicer Report” means a report that the Servicer is required to provide to WEST pursuant to Sections 8.01 and 8.02 of Schedule 2.02(a) to this Agreement.

“Servicer Termination” means a termination of the Servicing Agreement in accordance with its terms prior to the expiration of its term upon which the Back-Up Servicer replaces the Servicer pursuant to Article 10 of this Agreement and Article 2 of the Back-Up Servicing Agreement.

“Servicer Termination Event” means any event listed in Section 10.02(b).

“Services” has the meaning assigned to such term in Section 2.02(a) of this Agreement.

“Servicing Fees” has the meaning assigned to such term in Section 9.01 of this Agreement.

“Standard of Liability” has the meaning assigned to such term in Section 3.03 of this Agreement.

“Subsidiaries” means those entities listed on Appendix A hereto.

“Tangible Net Worth” means Net Worth minus Intangible Assets.

“Termination Notice” has the meaning assigned to such term in Section 10.02(c)(i) of this Agreement.

“Third Party Claim” means a claim by a third party arising out of a matter for which an indemnified party is entitled to be indemnified pursuant to Article 11 of this Agreement.

“Transaction Approval Requirements” has the meaning assigned to such term in Section 7.06(d) of this Agreement.

“UTF” or “UT Finance” means UT Finance Corporation, a Delaware corporation.

“WEST” has the meaning assigned to such term in the preamble to this Agreement.

“WEST’s broker” has the meaning assigned to such term in Section 1.03(i) of Schedule 2.02(a) to this Agreement.

“WEST Liabilities” means any obligations or liabilities of WEST and its Subsidiaries (whether accrued, absolute, contingent, unasserted, known or unknown or otherwise).

“Willis” means Willis Lease Finance Corporation, a Delaware corporation.

“Willis Documents” has the meaning assigned to such term in Section 11.01(a) of this Agreement.

“Year” means each twelve month period commencing on January 1 and ending on December 31.

SCHEDULE 2.02(a)

ENGINE ASSETS SERVICES

This schedule 2.02(a) is a part of, and shall be incorporated into the Servicing Agreement. The provision of the Services set forth in this Schedule 2.02(a) will be subject in all cases to such approval as may be required or such limitations as may be imposed pursuant to Section 7.06 of the Servicing Agreement to which this Schedule 2.02(a) is attached (the “Agreement”) and the provisions of this Schedule 2.02(a) shall be deemed to be so qualified.

Unless otherwise defined herein, all capitalized terms used in this Schedule 2.02(a) have the meanings assigned to such terms in the Indenture.

ARTICLE 1

LEASE SERVICES

SECTION 1.01. Collections and Disbursements. In connection with each Lease of an Engine under which WEST or any Subsidiary is the lessor, the Servicer will:

(a) invoice the Lessee (if contemplated by the applicable Lease) or otherwise arrange, on behalf of WEST or such Subsidiary, for all payments due from the Lessee, including Lease Payments, late payment charges and any payments in respect of Taxes and other payments (including technical, engineering, transportation, insurance and other charges) due under the relevant Lease, direct the Lessee to make such payments to such accounts as are required pursuant to the Indenture and take reasonable steps to enforce the rights and remedies of the Lessor under the Lease in the event of a nonpayment by the relevant due date;

(b) review from time to time, as deemed necessary by the Servicer, the level of Maintenance Reserve Payments and other amounts payable under a Lease (to the extent that such Maintenance Reserve Payments and other amounts may be adjusted under the Lease) and propose to the relevant Lessee or make such adjustments to the Maintenance Reserve Payments and other amounts as are required or that the terms of the relevant Lease and practices that the Servicer believes are prevalent in the aircraft engine operating lease market;

(d) subject to the terms of any applicable Engine Document, take such actions as are necessary to apply any payment of any type received from any Lessee on a basis consistent with the terms of such Engine Document, including at the direction of such Lessee to the extent authorized by such Engine Document or as otherwise reasonably determined by the Servicer, and, to the extent that any such payments are made to an account other than the account to which such payment should have been directed pursuant to such terms or direction, to take such further actions as are necessary to give effect to such terms or direction, as applicable; and

(e) provide or arrange for the safekeeping and recording of any letters of credit, guarantees or other credit support (other than cash and cash equivalents) held as part of Security Deposits or Maintenance Reserve Payments and the timely renewal or drawing on or disbursement thereof as provided under the applicable Engine Document or otherwise in accordance with Section 1.06 of this Schedule 2.02(a).

SECTION 1.02. Maintenance. The Servicer will perform the following technical services relating to the maintenance of the Engines:

(a) Monitor or arrange for the monitoring of, by technical consultants selected by the Servicer, the performance of maintenance obligations by Lessees under all Leases relating to the Engines by including the Engines in the Servicer’s technical audit program (which shall include, if deemed necessary based on the reasonable determination of the Servicer, inspection of each Engine and maintenance of a record of all written reports generated in connection with such inspections) consistent with practices employed from time to time by the Servicer and its Affiliates with respect to their own aircraft engines;

(b) Monitor and document the monthly usage of each Engine reported by the Lessee in accordance with the Engine Documents and provide a combined report of such usage to WEST, if requested;

(d) In connection with a termination or expiration of a Lease of an Engine under which WEST or any Subsidiary is the lessor:

(i) arrange for the appropriate technical inspection of such Engine for the purpose of determining if the re-delivery conditions under the Lease have been satisfied;

(ii) maintain a record of the return acceptance certificate and related written materials normally received and retained or generated by the Servicer in connection with such inspection and provide reasonable access to such certificates and written materials to WEST or the relevant Subsidiary;

(iii) on the basis of the final inspection and available records, determine whether the Lessee has complied with the return condition and maintenance requirements of the applicable Lease;

(iv) (A) determine whether the Lessee has satisfied the re-delivery conditions applicable to the Engine specified in the Lease and negotiate any modifications, repairs, refurbishments, inspections or overhauls to or compromises of such conditions that the Servicer deems reasonably necessary or appropriate, (B) negotiate and agree on any financial payment due from the Lessee or from the Lessor under the terms of the Lease; (C) determine the application of any available Security Deposits, Maintenance Reserve Payments or other payments under the Lease and (D) maintain a record of the satisfaction of such conditions and accept redelivery of the Engine; and

(v) determine the need for and procure any maintenance or refurbishment of the Engine upon redelivery, including compliance with applicable Airworthiness Directives, service bulletins and other modifications in all cases which the Servicer may deem reasonably necessary or appropriate for the marketing of the Engine consistent with its own practice with respect to its own aircraft engines;

(e) Consider and, to the extent the Servicer deems reasonably necessary or appropriate, approve any Lessee-originated modification (including, any such modification in compliance with applicable Airworthiness Directives, service bulletins and other modifications specified by an aircraft engine manufacturer) to any Engine submitted by any Lessee:

(i) to the extent authorized by the terms of the relevant Lease; or

(ii) which the Servicer reasonably determines would not result in a material diminution in value of the Engine;

(f) Estimate the amount (if any) WEST is obliged to contribute pursuant to the provisions of a Lease (taking into account the amount of Maintenance Reserve Payments available with respect to such Lease and the receivables position of the related Lessee) to maintenance work performed, the cost of complying with any modification requirements, Airworthiness Directives and similar requirements; and

(g) Arrange appropriate storage and any required on-going maintenance of any Engine, at the expense of WEST, following termination of a Lease or any re-lease and redelivery of the Engine thereunder and prior to delivery of such Engine to a new lessee or purchaser, consistent with the Servicer’s own practice with respect to its own aircraft engines.

The Servicer shall generally provide the technical/maintenance advisory services set forth in this Section 1.02 of this Schedule 2.02(a) through the use of its own staff, consistent with the Servicer’s own practice with respect to its own aircraft engines; provided that it shall utilize third parties to provide such technical/maintenance services where it shall deem appropriate as its own expense with regard to its normal business practices.

SECTION 1.03. Insurance. (a) The Servicer will provide the following insurance services:

(i) assist WEST in the appointment of an independent insurance broker to act for WEST (“WEST’s broker”), which broker may also be the broker to the Servicer;

(ii) negotiate the insurance provisions of any proposed Lease or other agreement affecting any of the Engines, with such provisions to include such minimum coverage amounts with respect to hull and liability insurance as are consistent with the Servicer’s commercially reasonable practice with respect to its own aircraft engines with any differences in such amounts to be notified to WEST by the Servicer;

(iii) monitor the performance of the obligations of Lessees relating to insurance under Leases of any Engines and ensure that appropriate evidence of insurance exists with respect to any Engine and insurance and evidence of insurance is appropriately provided by maintenance facilities providing maintenance work on such Engine paid for by the Servicer;

(iv) to the extent hull and liability insurance is not maintained by any Lessee, assist in arranging, through WEST’s broker, a group aviation insurance program covering the Engines (it being understood that any savings resulting from a group policy covering both Engines and Other Assets shall be shared pro rata based on the Adjusted Borrowing Value of the Engines and the net book value of the Other Assets, as determined on a basis consistent with the determination of Adjusted Borrowing Value), with such minimum coverage amounts with respect to hull and liability insurance as are consistent with the Servicer’s commercially reasonable practice with respect to its own aircraft engines with any differences in such amounts to be notified in writing to WEST and the Indenture Trustee by the Servicer;

(v) arrange, through WEST’s broker, at the expense and written direction of WEST, such political risk insurance for Engines habitually based or registered in those countries in a list to be determined from time to time by WEST and such other insurance related thereto from the sources and with such minimum coverage amounts with respect to hull insurance as are consistent with the Servicer’s commercially reasonable practice with respect to its own aircraft engines with any differences in such amounts and the amounts set forth on Schedule 1.03(a) to this Schedule 2.02(a) to be notified to WEST by the Servicer;

(vi) the Servicer will maintain at all times through WEST’s broker, at the direction and expense of WEST, contingent insurance coverage, with such minimum coverage amounts with respect to hull and liability insurance as are set forth on Schedule 1.03(a) to this Schedule 2.02(a), except as notified to WEST by the Servicer;

(vii) advise WEST of any settlement offers received by the Servicer from a Lessee or its insurer with respect to any claim of damage or loss, including a Total Loss, of an Engine and provide WEST with copies of all relevant documentation related thereto and such other additional information and advice from the Lessee’s or the insurer’s agents, brokers or adjusters as WEST may reasonably request; and

(viii) unless WEST notifies the Servicer within five (5) Business Days after WEST is advised of any settlement offer in accordance with clause (vii) that WEST will itself negotiate the settlement offer, the Servicer shall be authorized to accept or continue to negotiate such settlement offer or such advisement and, upon acceptance of a settlement offer, to forward to WEST’s broker the appropriate documentation, including releases and any indemnities required in connection with such releases, to give effect to such settlement offer and procure the execution of such documentation by WEST;

provided, however, that, in each case where insurance is to be obtained by the Servicer through WEST’s broker, such insurance is reasonably available in the relevant insurance market using

reasonable sourcing techniques consistent with the techniques for the Servicer’s then current practice for obtaining such insurance. Any decision or action implemented by or on behalf of WEST as a result of the insurance services provided by the Servicer is solely the decision of WEST. The foregoing provisions shall apply to any arrangements in which Persons other than Lessees have possession of, or insurance responsibility for, an Engine.

(b) The Servicer shall provide to WEST such periodic reports regarding insurance matters relating to the Engines as the Servicer shall generate internally or deliver to WEST’s broker from time to time or as WEST shall request.

(c) All insurance provided under this Section 1.03 shall include a provision naming the Indenture Trustee as, in the case of property insurance, loss payee and, in the case of liability insurance, additional insured. The Servicer shall use commercially reasonable efforts to continue to have the Indenture Trustee named as an additional insured on all liability insurance of the purchaser of any Engine for a period of two (2) years following the disposition of such Engine. All insurance provided under this Section 1.03 shall indicate that (x) the proceeds are payable to the Indenture Trustee notwithstanding any action, inaction or breach of representation or warranty by the insured, (y) there shall be no recourse against any Noteholder or the Indenture Trustee for payment of premiums or other amounts with respect to such insurance, and (z) at least thirty (30) days’ prior written notice of cancellation, lapse or material change in coverage be given to the Indenture Trustee by the insurer and that the Indenture Trustee or the Noteholders shall have the right to pay any unpaid premium thereunder. As soon as available (but not later than the related Funding Date or renewal or replacement dates), the Servicer shall provide WEST and the Indenture Trustee to a certificate of insurance consistent with the requirements of this Section 1.03.

SECTION 1.04. Administration. The Servicer is authorized to and shall administer each Lease in accordance with its terms and as otherwise specifically addressed herein.

SECTION 1.05. Necessary Filings. On or about the time when WEST or any Subsidiary enters into a Future Lease, the Servicer shall make the necessary filings, if any, and obtain the necessary opinions, if any, required by Section 3.06 of the Security Trust Agreement.

SECTION 1.06. Enforcement. The Servicer is authorized to and shall take reasonable steps to enforce the rights and remedies of the Lessor under each Lease and under any agreements ancillary thereto delivered by WEST to the Servicer (including any guarantees of the obligations of the Lessee) in order to cause the Lessee and any other party (other than the Servicer or WEST) under such Lease to perform their respective obligations owed to the Lessor by such Lessee and such other parties under such Lease and under such ancillary agreements. Following any default by a Lessee under the applicable Lease, the Servicer will provide notice thereof to the Controlling Trustees and will take all steps as it deems reasonably necessary or appropriate to preserve and enforce the rights of the Lessor under the applicable Lease and the Security Trustee, including entering into negotiations with such Lessee with respect to the restructuring of such Lease or declaration of an event of default under the applicable Lease, drawing on or making disbursement or application of any Security Deposits, Maintenance Reserve Payments or any letters of credit, guarantees or other credit support thereunder, voluntary or involuntary termination of the Lease and repossession of the Engine that is the

subject of the Lease, and pursuing such legal action with respect thereto as the Servicer deems reasonably necessary or appropriate. The Servicer shall be authorized to apply any Security Deposit available under a Lease, if provided therefor in the Lease or permitted by Applicable Law, to the obligations of the Lessee under such Lease and to direct the Indenture Trustee to transfer or liquidate the relevant Security Deposit for such purpose.

SECTION 1.07. Lease Modifications. (a) The Servicer shall be authorized to make such amendments and modifications to any Lease as it shall deem reasonably necessary or appropriate; provided, however, that such amendment or modification shall require the approval of WEST pursuant to Section 7.06 of the Agreement if the provisions of such amendment or modification, were they to be included in a new Lease to be entered into after the date hereof, would, on their own, cause the entering into of such new Lease to require the approval of WEST pursuant to Section 7.06(a)(ii) of the Agreement. Such amendments or modifications may be made without regard to whether there is a default by the Lessee or other party under or with respect to any such Lease.

(b) The Servicer may waive overdue interest due from any Lessee under any Lease on any default in payment of rent, Maintenance Reserve Payment or other amounts due thereunder.

SECTION 1.08. Options and Other Rights.

(a) The Servicer shall take such action as it shall deem reasonably necessary or appropriate with respect to the exercise by any Lessee of any option or right affecting any Engine Asset according to the terms of the related Engine Document; and

(b) The Servicer is authorized to take such action as it shall deem reasonably necessary or appropriate with the approval of WEST if so required by Section 7.06 or any Subsidiary or, if time is of the essence, without such approval, with respect to the exercise on behalf of WEST or any Subsidiary of any right or option that WEST or any Subsidiary may have with respect to any of the Engine Assets provided that such exercise is in accordance with the terms of the relevant Engine Document.

SECTION 1.09. Lessee Solicitations. Upon WEST’s request, with respect to the Engine Assets, the Servicer shall on behalf of the Lessor use reasonable commercial efforts to obtain at such times as the Servicer shall deem reasonably necessary or as required pursuant to the terms of this Agreement, Lessee consents, novations, assignments, amendments and related documentation (including insurance certificates, title transfer documents, assignment of warranties and legal opinions) and the issue (or reissue) or amendment of letters of credit, guarantees and related documentation.

SECTION 1.10. Other Lease Services. To the extent not otherwise provided herein, the Servicer shall use commercially reasonable efforts to cause the Lessors to perform their obligations under the Leases.

ARTICLE 2

COMPLIANCE WITH COVENANTS

SECTION 2.01. Compliance Generally. The Servicer shall take such actions as it shall deem reasonably necessary or appropriate to keep WEST and the Subsidiaries in compliance with their obligations and covenants under the Indenture solely to the extent that such obligations and covenants specifically relate to the status, insurance, maintenance or operation of the relevant Engine and at the cost of WEST; provided, however, that the foregoing shall only apply to any indenture covenants that are set forth in full in the copy of the Indenture delivered by WEST to the Servicer and to any amendments, supplements and waivers thereto that are so delivered to the Servicer, in each case certified by WEST to be true, correct and complete.

SECTION 2.02. Certain Matters Relating to Concentration Limits. (a) Concentration Limits Generally. The Servicer shall comply with the Concentration Limits and shall promptly inform WEST of any proposed transaction that it determines may result in such Concentration Limits being exceeded beyond the Concentration Variance provisions of the Indenture, and WEST shall promptly provide to the Servicer any information that the Servicer may reasonably require in connection with such Concentration Limits in order to comply with the provisions of this Section 2.02 of this Schedule 2.02(a). The Servicer shall not enter into any such transaction other than pursuant to the terms of Section 2.02(b) below.

(b) Directions to Servicer. The Servicer shall not enter into any transaction with respect to which it has provided notice pursuant to Section 2.02(a) of this Schedule 2.02(a) until WEST has provided a written certification to the Servicer to the effect that such transaction will not result in any violation of the Concentration Limits (or that such violation has been waived or is curable within the time permitted by the Indenture) and the Servicer shall be entitled to rely upon such certification for all purposes of the Agreement and this Schedule 2.02(a); provided that if the Servicer has not received such written certification within five (5) Business Days of notification by the Servicer to WEST, the Servicer shall not enter into any such transaction.

ARTICLE 3

LEASE MARKETING AND NEGOTIATION

SECTION 3.01. Lease Marketing. (a) The Servicer shall provide and perform lease marketing services with respect to the Engines and in connection therewith and is authorized to negotiate and enter into any commitment for a Lease of an Engine on behalf of and (through the power of attorney) in the name of WEST or the relevant Subsidiary.

(b) The Servicer shall negotiate any commitment for a Lease of an Engine in a manner consistent with the practices employed by the Servicer with respect to its aircraft engine operating leasing services business generally and shall use the Pro Forma Lease, on behalf of WEST or any Subsidiary as a starting point in the negotiation of Future Leases, provided that, with respect to any Future Lease entered into in connection with (x) the renewal or extension of a Lease, (y) the leasing of an Engine to a Person that is or was a Lessee under a pre-existing Lease or (z) a Renewal Lease or a Precedent Lease, as the case may be, may, in lieu of the Pro Forma

Lease, be used by it, on behalf of WEST or any Subsidiary as a starting point in the negotiation of such Future Lease. Subject to Section (c) of this Section 3.01 of this Schedule 2.02(a) and to the approval requirements of Section 7.06 hereof, the Servicer is authorized to execute and deliver binding leases and related agreements on behalf of WEST or the relevant Subsidiary based on the foregoing procedures. Following the execution and delivery of any Lease with respect to any Engine, the Servicer shall deliver a copy of the executed Lease, together with a copy thereof marked to reflect changes from the Pro Forma Lease or the Precedent Lease, as applicable, to WEST within twenty five (25) Business Days of such execution and delivery (it being understood that in any event, such executed (and marked) Leases shall be delivered in such a manner so as not to materially adversely impair WEST’s ability to satisfy its obligations with respect to the Core Lease Provisions of the Indenture.

(c) The Servicer shall be authorized to agree to such changes, additions and deletions in any Pro Forma Lease or Precedent Lease being used as the basis of negotiations with a Lessee for a Future Lease as it shall deem necessary and desirable in the context of such negotiation, provided that the form of the Future Lease, as agreed with a Lessee, shall comply with the Core Lease Provisions of the Indenture, unless WEST shall have certified to the Servicer that noncompliance with any Core Lease Provision has been waived by a Requisite Majority. The Servicer also shall be authorized to make such changes to the Pro Forma Lease as it shall deem necessary or appropriate from time to time to conform to current marketing practices or standards or for any other reason, provided that any such Pro Forma Lease, as so changed, shall comply with the Core Lease Provisions in the Indenture.

(d) The Servicer shall deliver any Engine pursuant to the terms of the documentation of the Lease of such Engine, including upon an extension of such Lease.

(e) The Servicer shall generally provide the marketing services set forth in this Section 3.01 through the use of its own marketing staff where it shall deem appropriate and shall utilize third parties to provide such marketing services where it shall deem appropriate (it being understood that while the obligations set forth in this Section 3.01 are, to the extent possible, generally anticipated to be discharged by the Servicer without resorting to third party service providers, the Servicer retains the flexibility to engage third party service providers as it determines in its sole discretion to be appropriate).

ARTICLE 4

PURCHASES AND SALES OF ENGINES

SECTION 4.01. Sales of Engine Assets. (a) The Servicer shall provide and perform sales services with respect to the Engine Assets at, and on a basis consistent with, the written direction from time to time of WEST, and, in connection therewith, is authorized to enter into any non-binding commitment for a sale of an Engine Asset or any commitment for sale of an Engine Asset subject to WEST approval and in compliance with Section 5.03(a) of the Indenture, in each case on behalf of and (through a power of attorney) in the name of WEST or the relevant Subsidiary; provided, however, that, except as otherwise required in accordance with the terms of a Lease, the Servicer shall not consummate any sale of any Engine Assets or enter into any

binding agreement to sell any Engine Assets without obtaining the approval of WEST pursuant to Section 7.06 of the Agreement and in compliance with Section 5.03(a) of the Indenture.

(b) The Servicer shall negotiate documentation of any sale and, subject to Section 4.01(a) of this Schedule 2.02(a) and the approval requirements of Section 7.06 of the Agreement, is authorized to execute and deliver binding agreements on behalf and (through a power of attorney) in the name of WEST or the relevant Subsidiary.

SECTION 4.02. Purchases of Engine Assets and Parts. (a) The Servicer shall provide and perform services with respect to the purchase of Engine Assets or parts for Engines at, and on a basis consistent with, the written direction from time to time of WEST, and, in connection therewith, is authorized to enter into any non-binding commitment for a purchase of an Engine Asset or parts for Engines or any commitment for a purchase of an Engine Asset or parts for Engines subject to WEST approval and in compliance with Section 5.03(b) of the Indenture, in each case on behalf of and (through a power of attorney) in the name of WEST or the relevant Subsidiary; provided, however, that, except as otherwise required in accordance with the terms of a Lease and as otherwise provided in Section 4.02(b) and (c), the Servicer shall not consummate any purchase of any Engine Assets or parts or enter into any binding agreement to purchase any Engine Assets or parts without obtaining the approval of WEST pursuant to Section 7.06 of the Agreement and in compliance with Section 5.03(b) of the Indenture.

(b) Notwithstanding any other provision in Section 7.06 of the Agreement to the contrary, the Servicer shall be permitted to purchase, sell or exchange on behalf of WEST any part or component relating to an Engine or spare parts or ancillary equipment or devices furnished with an Engine at such times and on such terms and conditions as the Servicer deems reasonably necessary or appropriate in connection with its performance of the Services.

(c) Notwithstanding any other provision in Section 7.06 of the Agreement to the contrary, the Servicer shall be permitted to purchase, sell or exchange on behalf of WEST any Engine Asset to the extent authorized by the then applicable Budget or as part of a Replacement Exchange but in any event in accordance with Section 5.03(a) of the Indenture.

(d) The Servicer shall negotiate documentation of any purchase and, subject to Section 4.02(a) of this Schedule 2.02(a) and the approval requirements of Section 7.06 of the Agreement, is authorized to execute and deliver binding agreements on behalf and (through a power of attorney) in the name of WEST or the relevant Subsidiary. Any purchase of Engine Assets pursuant to this Section 4.02 may take the form of the purchase of an Engine Trust.

(e) The Servicer shall arrange for the delivery of any Engine Asset being purchased by WEST or any Subsidiary pursuant to the terms of the documentation of the purchase, the Indenture and the Security Trust Agreement. In connection with any such delivery, the Servicer shall make the necessary filings and obtain the necessary opinions required by Section 3.06 of the Security Trust Agreement.

ARTICLE 5

MARKET AND OTHER RESEARCH

SECTION 5.01. Appraisals. From time to time, and not more than annually, WEST may obtain current or projected appraisals of the Engines from any one or more internationally recognized independent appraiser and the Servicer shall, upon request, provide such information and assistance relating to such appraisal services with respect to the Engines as shall be reasonably necessary or appropriate in connection with such appraisals.

SECTION 5.02. Regulatory Changes. The Servicer shall (a) monitor regulatory developments applicable to aircraft engines and the aircraft engine leasing industry, (b) advise WEST on a timely basis in summary form of such information regarding legal and regulatory material changes and developments with respect to each Engine (which changes or developments occur after the relevant Delivery Date) of which the Servicer has knowledge, but only if the Servicer reasonably determines that such legal or regulatory developments are applicable to the Engines, and (c) take such action as may be necessary or appropriate to comply therewith.

SECTION 5.03. Market Research. The Servicer shall provide reasonable face to face or telephone access to executives, officers and employees of the Servicer as reasonably requested by WEST in order to confer with such executives, officers and employees regarding the market information of which any such person is aware with respect to commercial aviation demand in terms of traffic growth, new aircraft engine requirements and other information relevant to the long-term planning of WEST and the Subsidiaries with respect to Leases, purchases and sales, market conditions, industry trends and the Engines, provided that the Servicer shall not be obligated to disclose any confidential information.

SECTION 5.04. Lessee Information. Following WEST’s request therefor, the Servicer shall provide to WEST in summary form such information regarding default history or other material Lessee information of which the Servicer has knowledge.

ARTICLE 6

ASSET CASH SERVICES

SECTION 6.01. Accounts and Account Information. (a) Existing Accounts. In the event that WEST desires to modify any of the arrangements relating to any of the existing bank accounts related to the Engines (the “Existing Accounts”), WEST shall deliver a certificate to the Servicer specifying in reasonable detail the modifications to be made with respect to any such Existing Accounts and the Servicer shall, to the extent necessary to transfer signing and related authority, cooperate with WEST and the Subsidiaries and the relevant banking institution to effect such modifications and shall take such other actions as are incidental thereto in order to give effect to the foregoing.

(b) New Accounts. The Servicer shall notify WEST in the event that any new bank account needs to be established on behalf of WEST or any Subsidiary in connection with the execution of a Lease with a new Lessee and WEST shall deliver a certificate to the Servicer

specifying in reasonable detail (v) the name and location of the bank at which such account should be established, (w) the name(s) in which such account should be established, (x) the names of the beneficiaries of such account, (y) the names of the Persons authorized to make withdrawals from such account and (z) such other information (including with respect to any security arrangements) as WEST deems appropriate. The Servicer shall, to the extent necessary to create signing and related authority, cooperate with WEST and the relevant banking institution and take such other actions as are incidental thereto in order to give effect to the foregoing (the “New Accounts” and, together with the Existing Accounts, the “Bank Accounts”).

In the event that the Servicer is required to transfer funds from any Bank Account to the account of another Person (other than WEST or any Subsidiary) as provided in Section 1.01(d) of this Schedule 2.02(a), the Servicer shall provide WEST with written notice setting forth the (i) name of the transferor, (ii) name of the transferee, (iii) accounts from and to which funds are to be transferred, (iv) amounts to be transferred, and (v) anticipated date of transfer.

SECTION 6.02. Payments. (a) Anticipated Payments. For purposes of the calculation of the Required Expense Amount by the Administrative Agent, the Servicer shall deliver to the Administrative Agent, not less than one Business Day prior to each Calculation Date, a written projection of payment obligations for Engine Expenses and a written projection of disbursements of Maintenance Reserve Payments and Security Deposits in accordance with the terms of any Lease, in each case reasonably anticipated by the Servicer to be necessary to be paid or disbursed in connection with the Servicer’s performance of the Services under the Agreement during the period extending from the Payment Date immediately following such Calculation Date to but not including the next succeeding Payment Date (the “Monthly Payment Period”). The Servicer shall be authorized to direct the Indenture Trustee in writing to make disbursements from the Expense Account of all Expenses on such projection and of all Maintenance Reserve Payments and Security Deposits on such projection from time to time during such Monthly Payment Period.

(b) Unanticipated Payments. During any Monthly Payment Period, the Servicer may request in writing the approval of the Administrative Agent for the Servicer to pay or cause to be paid expenses that had not been reasonably anticipated by the Servicer at the time the projection required to be provided to the Administrative Agent pursuant to Section 6.02(a) of this Schedule 2.02(a) with respect to such Monthly Payment Period was delivered to the Administrative Agent. Any such request shall specify for each such payment obligation (i) the anticipated date of such payment, (ii) the payee, (iii) the amount of such payment, (iv) the nature of the obligation and (v) the Bank Account from which such payment should be made. No later than the next Business Day following such request by the Servicer, the Administrative Agent shall notify the Servicer in writing whether such payment request is approved or disapproved. If approved, the Servicer shall pay or cause such payment to be made to the relevant payee from the funds then available in the relevant account. In the event that the funds then available in such account are insufficient to make any such payment, the Administrative Agent shall take such actions as are necessary to cause funds sufficient to make any such payments to be transferred as soon as practicable from the Collections Account to such account. Following the transfer of such funds, the Servicer shall pay or cause such payments to be made in accordance with the foregoing provisions.

(c) Delegation of Authority. The Administrative Agent hereby authorizes the Servicer to make, or cause to be made, payments from the specified Bank Accounts in accordance with the foregoing procedures. In order to give effect to the foregoing provisions of this Article 6 of this Schedule 2.02(a), the Administrative Agent shall take such other actions as are necessary or appropriate, including by delegation or otherwise, pursuant to the terms of the Administrative Agency Agreement, the Indenture, the agreements between WEST or any Subsidiary and the relevant banking institutions with respect to the Bank Accounts or otherwise, or as the Servicer shall reasonably request, to authorize the Servicer to take such actions with respect to such Bank Accounts as the Administrative Agent determines to be necessary or appropriate as are set forth above.

ARTICLE 7

PROFESSIONAL AND OTHER SERVICES

SECTION 7.01. Legal Services. The Servicer shall provide or procure legal services, in all relevant jurisdictions, on behalf of WEST or the relevant Subsidiary with respect to the lease, sale or financing of the Engines, any amendment or modification of any Lease, the enforcement of the rights of WEST or any Subsidiary under any Lease, any disputes that arise with respect to the Engine Assets or for any other purpose that the Servicer reasonably determines is necessary in connection with the performance of the Services. The Servicer shall provide such legal services by using its in-house legal staff where it shall deem appropriate and shall authorize outside counsel to provide such legal services where it shall deem appropriate (including litigation) and in accordance with its practices with respect to aircraft engines owned by it or its Affiliates (other than WEST and the Subsidiaries).

SECTION 7.02. Accounting and Tax Services. The Servicer shall arrange for such accounting and tax services and advice and other professional services (which may be provided by the Servicer’s internal staff, to the extent available) as shall be reasonably necessary or appropriate in connection with the structuring of lease, sale or financing transactions with respect to the Engine Assets or for any other purpose that the Servicer reasonably determines is necessary in connection with the performance of the Services.

SECTION 7.03. Legal Opinions. The Servicer shall provide or procure the legal opinions required by Section 5.03(d) of the Indenture with respect to Future Leases.

ARTICLE 8

INFORMATION; REPORTS; CUSTODY

SECTION 8.01. Monthly Reports. Ten (10) Business Days after the first Business Day of each month (or, to the extent impracticable, promptly thereafter), the Servicer shall provide to WEST:

(a) A written report of (i) the leasing, sales and purchasing activities that were completed during the preceding month, which shall include a summary of the principal financial terms related to any new or amended lease transactions, including floating rate

and fixed Lease Payments and, in the case of floating rate Lease Payments, the index applicable thereto (attaching a copy of the factual portions of the applicable transaction overview, if any), and (ii) any default notices issued, in each case with respect to the Engine Assets, in such detail as WEST may request from time to time.

(b) A detailed statement of the cash receipts and disbursements with respect to the Engine Assets for the preceding month in such details as WEST may request from time to time.

(c) A detailed statement of certain expected cash disbursements in respect of technical and other leasing expenditures, overheads and Maintenance Reserve Payments expenditures on a monthly basis for three (3) months (a “Forecast”) (it being understood that any such Forecast may be based upon historical cash flow patterns), in such detail as WEST and the Servicer may agree from time to time.

(d) A detailed statement of receivables (including details, if any, of any set-offs among Lessee receivables, Maintenance Reserve Payments and Security Deposits) analyzed by Lessee and by region for each account balance outstanding (including with respect to restructured Leases), categorized by number of days outstanding, in such detail as WEST may request from time to time.

(e) A report on all pending and potential litigation (with respect to which the Servicer has received written notice of threatening litigation, which, in the reasonable judgment of the Servicer, is material) involving any Engine Asset of which the Servicer has written notice.

(f) Such other information as may required pursuant to Section 2.13 of the Indenture.

SECTION 8.02. Other Information. (a) To the extent the Servicer is in possession of the relevant information, the Servicer shall prepare and submit to WEST the following information with respect to WEST and each Subsidiary:

(i) promptly after the occurrence thereof, notify WEST of any accident or incident of which the Servicer has notice involving any Engine; and

(ii) upon WEST’s request therefor, information with respect to transactions relating to Engine Assets necessary for WEST or any Subsidiary to prepare statutory returns with respect to contractors engaged by the Servicer on behalf of WEST or such Subsidiary.

(b) The Servicer will make available to WEST and its advisers and designees, subject to their reasonable availability, and at reasonable times and upon reasonable notice, the Servicer’s directors, officers, employees, representatives, advisers and other agents, in order to provide to WEST and its advisers and designees information (to the extent the Servicer has possession thereof) with regard to the Engine Assets (including in response to inquiries with respect to the reports provided to WEST by the Servicer pursuant to Sections 8.01 and 8.02 of this Schedule 2.02(a)) which may be required by WEST. In furtherance thereof, in order to

facilitate WEST and each Subsidiary carrying out its responsibilities upon the request of WEST, the Servicer shall make available (through physical attendance or telephonic conference) such officers and employees, depending on such persons’ reasonable availability, that WEST shall reasonably deem appropriate for meetings with WEST’s representatives to provide to WEST information, and response to inquiries, with respect to the reports provided to WEST by the Servicer pursuant to Sections 8.01 and 8.02 of this Schedule 2.02(a).

SECTION 8.03. Ratings Information. Upon request by WEST, the Servicer shall provide to WEST such information and data (to the extent the Servicer has possession thereof) about the Engine Assets and other assistance relating to the Engine Assets as WEST and the Servicer shall deem reasonably necessary or appropriate in connection with providing information to the Rating Agencies for WEST’s debt ratings or the ratings of any public securitization debt issued by an Affiliate of WEST.

SECTION 8.04. Custody of Documents. The Servicer agrees to hold all original documents of WEST or any Subsidiary that relate to the Engine Assets in the possession of the Servicer in safe custody, by application of the measures comparable to those the Servicer uses in the retention of its own original documents of a similar nature.

SECTION 8.05. Annual Servicer Audit. The Servicer shall assist WEST in the course of preparation of the Annual Servicer Audit.

SECTION 8.06. Financial Statements. The Servicer shall promptly notify the Indenture Trustee upon its filing of any Form 10-K and Form 10-Q with the SEC.

SCHEDULE 1.03(a)
TO SCHEDULE 2.02(a)

INSURANCE

MINIMUM COVERAGE AMOUNTS

3. Insurance Deductibles

5. Additional Insureds: Any insurance arrangements entered into with respect to any Engine shall include as named insureds the Indenture Trustee and such persons as are reasonably requested by WEST.

6. Currencies: All amounts payable under any insurance policy shall be denominated in U.S. dollar terms.

7. Availability: The insurance guidelines set forth herein are subject to such insurance being generally available in the relevant insurance market at commercially reasonable rates from time to time.

SCHEDULE 4.01(a)

ENGINES

Manufacturer	Model	ESN

Rolls Royce	RB211-535E4	30771
Rolls Royce	3007A	311498
Rolls Royce	3007A	312234
CFM International	CFM56-5B	575283
CFM International	CFM56-5B	575573
CFM International	CFM56-5B	577214
General Electric	CF6-80C2A	695530
General Electric	CF6-80C2B	704371
General Electric	CF6-80C2B	704447
General Electric	CF6-80C2D1F	704638
Pratt & Whitney	JT8D-200	708173
Pratt & Whitney	PW2037	716430
Pratt & Whitney	JT8D-200	716779
Pratt & Whitney	JT8D-200	718210
Pratt & Whitney	JT8D-200	718262
CFM International	CFM56-3C1	721877
Pratt & Whitney	PW4060	724721
Pratt & Whitney	PW4158	724862
CFM International	CFM56-3C1	725183
Pratt & Whitney	JT8D-200	725434
CFM International	CFM56-3C1	725522
Pratt & Whitney	JT8D-200	726169
Pratt & Whitney	JT8D-200	726173
Pratt & Whitney	JT8D-200	726195
Pratt & Whitney	JT8D-200	726203
Pratt & Whitney	PW2037	727057
CFM International	CFM56-3C1	727255
Pratt & Whitney	PW4060	727340
Pratt & Whitney	PW4060	727393
Pratt & Whitney	JT8D-200	728154
Pratt & Whitney	JT8D-200	728173
CFM International	CFM56-5A	731570
CFM International	CFM56-5A	731812
CFM International	CFM56-5A	731999
CFM International	CFM56-5A	733172
CFM International	CFM56-5A	733175
CFM International	CFM56-5A	733186
Pratt & Whitney	PW4168A	733438
Pratt & Whitney	PW4168A	733471
Pratt & Whitney	PW4168A	733587
Pratt & Whitney	PW4462-3	733715
Pratt & Whitney	PW4462-3	733758
CFM International	CFM56-5C	740342
CFM International	CFM56-5C	741414
CFM International	CFM56-5C	741573
CFM International	CFM56-5C	741822
CFM International	CFM56-5B	779194
CFM International	CFM56-5B	779484
CFM International	CFM56-3C1	856690
CFM International	CFM56-3C1	858327
CFM International	CFM56-3C1	858788
CFM International	CFM56-3C1	858789
General Electric	CF34-3A/B	872554
CFM International	CFM56-7B	874243
CFM International	CFM56-7B	876272
CFM International	CFM56-7B	888763
CFM International	CFM56-7B	890704
CFM International	CFM56-7B	890988

EX-10.45 13 a05-18192_4ex10d45.htm MATERIAL CONTRACTS

Exhibit 10.45

ADMINISTRATIVE AGENCY AGREEMENT

among

WILLIS ENGINE SECURITIZATION TRUST,

WILLIS LEASE FINANCE CORPORATION,

DEUTSCHE BANK TRUST COMPANY AMERICAS

and

THE ENTITIES LISTED ON APPENDIX A HERETO

Dated as of August 9, 2005

Table of Contents

ARTICLE 1		DEFINITIONS

SECTION 1.01				Definitions

ARTICLE 2		APPOINTMENT; ADMINISTRATIVE SERVICES

SECTION 2.01				Appointment
SECTION 2.02				Limitations
SECTION 2.03				General Services
(a)	General Services
(b)	Monitoring Services.
(c)	Rating Agency Services
(d)	Documentation and Letters of Credit
(e)	Closing Services
(f)	Filings and Reports
(g)	Amendments
(h)	Lease Defaults
(i)	Payment of Bills
(j)	Servicing Agreement; Back-Up Servicing Agreement
(k)	Events of Default
(l)	Restricted Cash Amounts
(m)	Letters of Credit
SECTION 2.04				Bank Account Management and Calculation Services
(a)	(i) Operating Bank
(b)	Description of Accounts
	(i)		Collection Account
(c)	Calculations
(d)	Withdrawals and Transfers
(e)	Ratings and the Accounts
(f)	Records
(g)	Reports
(h)	Investment Directions
SECTION 2.05				Accounting Services

(a)	Budgeting Process
(b)	Management Accounts and Financial Statements
(c)	Accounting Standards
(d)	Guidelines for Draft Accounts
SECTION 2.06			Additional Administrative Services
SECTION 2.07			Additional Engine
SECTION 2.08			New Subsidiaries
SECTION 2.09			Responsibility of WEST and the Subsidiaries

ARTICLE 3		STANDARD OF PERFORMANCE; LIABILITY AND INDEMNITY

SECTION 3.01			Standard of Performance
SECTION 3.02			Conflicts of Interest
SECTION 3.03			Liability and Indemnity

ARTICLE 4		REPRESENTATIONS AND WARRANTIES

SECTION 4.01			Representations and Warranties by Administrative Agent

ARTICLE 5		ADMINISTRATIVE AGENT UNDERTAKINGS

SECTION 5.01			Administrative Agent Undertakings

ARTICLE 6		UNDERTAKINGS OF WEST GROUP

SECTION 6.01			Cooperation
SECTION 6.02			Information
SECTION 6.03			Scope of Services
SECTION 6.04			Ratification
SECTION 6.05			Covenants
SECTION 6.06			Ratification by Subsidiaries

ARTICLE 7		ADMINISTRATION FEES AND EXPENSES

SECTION 7.01			Administration Fees
SECTION 7.02			Expenses
SECTION 7.03			Payment of Expenses

ARTICLE 8		TERM; REMOVAL OF OR TERMINATION BY THE ADMINISTRATIVE AGENT

SECTION 8.01			Term
SECTION 8.02			Right to Terminate

SECTION 8.03			Consequences of Termination
(a)	Notices
(b)	Accrued Rights
(c)	Replacement
SECTION 8.04			Survival

ARTICLE 9		ASSIGNMENT AND DELEGATION

SECTION 9.01			Assignment and Delegation

ARTICLE 10		MISCELLANEOUS

SECTION 10.01			Notices
SECTION 10.02			Governing Law
SECTION 10.03			Jurisdiction
SECTION 10.04			Waiver of Jury Trial
SECTION 10.05			Counterparts; Third Party Beneficiaries
SECTION 10.06			Entire Agreement
SECTION 10.07			Power of Attorney
SECTION 10.08			Table of Contents; Headings
SECTION 10.09			Restrictions on Disclosure
SECTION 10.10			No Partnership
SECTION 10.11			Concerning the Indenture Trustee
SECTION 10.12			Amendments

APPENDIX A - Subsidiaries

SCHEDULE A - Definitions

SCHEDULE I - Accounts

iii

ADMINISTRATIVE AGENCY AGREEMENT (as amended, modified or supplemented from time to time in accordance with the terms hereof, the “Agreement”) dated as of August 9, 2005, among Willis Engine Securitization Trust (“WEST”), a Delaware statutory trust, Willis Lease Finance Corporation, a Delaware corporation, (together with its successors and permitted assigns, the “Administrative Agent” or “Willis”), Deutsche Bank Trust Company Americas, a New York banking corporation, not in its individual capacity but solely as trustee under the Indenture (the “Indenture Trustee”), and the subsidiaries and owner trusts in which WEST retains an interest, each of which is listed on Appendix A hereto (collectively, the “Subsidiaries”).

For the consideration set forth herein and other good and valuable consideration, the receipt of which is hereby acknowledged, the Administrative Agent, the Indenture Trustee, WEST and the Subsidiaries agree as follows:

SECTION 1.01 Definitions. Capitalized terms used herein have the meanings assigned thereto in Schedule A hereto. Unless otherwise defined herein, all capitalized terms used but not defined herein have the meanings assigned to such terms in the Indenture.

SECTION 2.01 Appointment. (a) WEST and each Subsidiary hereby appoints the Administrative Agent as the provider of the general services set forth in Section 2.03, the accounting services set forth in Section 2.05 and the additional administrative services set forth in Section 2.06 (together with the Bank Account Management Services referred to in subsection (b) below, the “Administrative Services”) to WEST and each Subsidiary on the terms and subject to the conditions set forth in this Agreement.

(b) WEST hereby directs the Indenture Trustee to appoint, and the Indenture Trustee, on behalf of the Secured Parties, hereby appoints, the Administrative Agent as the provider of the bank account management and calculation services set forth in Section 2.04 and in the Indenture (the “Bank Account Management Services”) and delegates to the Administrative Agent its authority to administer the Accounts and to otherwise perform the Bank Account Management Services on behalf of WEST and each Subsidiary on the terms and subject to the conditions set forth in this Agreement.

(c) The Administrative Agent hereby accepts such appointments and agrees to perform the Administrative Services on the terms and subject to the conditions set forth in this Agreement.

(d) The Administrative Services do not include any service or matter which is the responsibility of the Servicer under the Servicing Agreement, the Back-Up Servicer under the Back-Up Servicing Agreement, the Back-Up Administrative Agent under the Back-Up Administrative Agency Agreement, or the company secretaries of WEST or any Subsidiary.

SECTION 2.02 Limitations. (a) The Administrative Agent agrees (with respect to the Administrative Services agreed by it to be carried out hereunder) to perform the Administrative Services in a manner that does not violate the terms of the articles of incorporation, by-laws, trust agreements or similar constitutional documents of WEST and each Subsidiary and all agreements to which WEST or any Subsidiary is a party (including all Related Documents), provided that copies of such documents and agreements have been delivered or are otherwise available to the Administrative Agent and, without prejudice to the foregoing, not to enter into, on behalf of WEST or any Subsidiary, any commitments, loans or obligations or charge, mortgage, pledge, encumber or otherwise restrict or dispose of the property or assets or expend any funds of WEST or any Subsidiary save (i) as expressly permitted by the terms of this Agreement or (ii) upon the express direction of the Controlling Trustees, subject to the limitations in Section 2.02(b) hereof.

(b) In connection with the performance of the Administrative Services and its other obligations hereunder, the Administrative Agent shall (i) have no responsibility for the failure of any other Person (other than any Person acting as a delegate of the Administrative Agent under this Agreement pursuant to Section 9.01 hereof) providing services directly to WEST and the Subsidiaries to perform its obligations to WEST and the Subsidiaries, (ii) in all cases be entitled to rely upon the instructions of WEST and the Subsidiaries with respect to any Administrative Services other than the Bank Account Management Services or upon the instructions of the Indenture Trustee on behalf of WEST and the Subsidiaries with respect to any Bank Account Management Services, and upon notices, reports or other communications made by any Person providing services to WEST and the Subsidiaries (other than any Affiliate of the Administrative Agent) and shall not be responsible for the accuracy or completeness of any such notices, reports or other communications except to the extent that the Administrative Agent has actual notice of any matter to the contrary and (iii) not be obligated to act in any manner which is reasonably likely to (A) violate any Applicable Law, (B) lead to an investigation by any Governmental Authority or (C) expose the Administrative Agent to any liabilities for which, in the Administrative Agent’s good faith opinion, adequate bond or indemnity has not been provided.

(c) Subject to the limitations set forth in Section 2.02(a), in connection with the performance of the Administrative Services, the Administrative Agent is expressly authorized by WEST and each Subsidiary, (i) to engage in and conclude commercial negotiations with the Persons providing services to WEST and the Subsidiaries, including, without limitation, where the context admits, the Servicer (unless the Servicer is Willis), the Back-Up Servicer, the Back-Up Administrative Agent and other Persons performing similar services or advising WEST and the Subsidiaries (the “Service Providers”) and with their Representatives, and (ii) after such consultation, if any, as the Administrative Agent deems necessary under the circumstances, to act on behalf of WEST or such Subsidiary with regard to any and all matters requiring any action on the part of the Administrative Agent under the Servicing Agreement or Back-Up Servicing Agreement, as the case may be. WEST and each Subsidiary agrees that it will give the Administrative Agent, the Servicer, the Back-Up Servicer and the Indenture Trustee 60 days’ prior written notice of any limitation or modification of the authority set forth in this Section 2.02(c).

(d) The Administrative Agent may rely on the advice of any law firm, accounting firm, risk management adviser, tax adviser, insurance adviser, technical adviser, aircraft engine appraiser or other professional adviser appointed by WEST and any Person appointed in good faith by the Administrative Agent and shall not be liable for any claim by WEST or any Subsidiary to the extent that it was acting in good faith upon the advice of any such Persons.

(e) Notwithstanding the appointment of, and the delegation of authority and responsibility to, the Administrative Agent hereunder, WEST and each Subsidiary shall continue to have and exercise through its respective Controlling Trustees real and effective control and management of all matters related to its ongoing business operations, assets and liabilities, subject to matters that are expressly the responsibility of the Administrative Agent in accordance with the terms of this Agreement, and WEST and each Subsidiary shall at all times conduct its separate ongoing business in such a manner as the same shall at all times be readily identifiable from the separate business of the Administrative Agent, and neither WEST nor any Subsidiary is merely lending its name to decisions taken by others.

SECTION 2.03 General Services. The Administrative Agent hereby agrees to perform and provide the following general services for WEST and each Subsidiary and their respective governing body:

(a) General Services. The Administrative Agent shall provide the following general services:

(i) Board papers; except in such instances in which such preparation and distribution is required to be done by another party by Applicable Law, preparation and distribution, at such time as shall be agreed with the Administrative Agent, of draft trustees or board meeting agendas and any other papers required in connection with such meetings;

(ii) Books, records and filings; maintaining, or monitoring the maintenance of, the books, records, registers and associated filings of WEST and each Subsidiary, other than those required to be maintained by the Delaware Trustee;

(iii) General administrative assistance; providing any administrative assistance reasonably necessary to assist WEST or any Subsidiary in carrying out its obligations, including providing timely notice of decisions to be made, or actions to be taken, under any of the Related Documents; provided, that if the obligations of WEST or any Subsidiary under any of the Related Documents are only required upon receipt of notice to the Administrative Agent, then the Administrative Agent shall provide such administrative assistance only to the extent it has received such notice or is otherwise aware of such obligations;

(iv) Lease, sale and capital investment decisions; assisting WEST and the Subsidiaries in making its aircraft engine lease, sale and capital investment decisions including to the extent (A) such assistance is not contemplated to be provided by the Servicer or Back-Up Servicer, as the case may be, pursuant to the Servicing Agreement or Back-Up Servicing Agreement, as the case may be, and (B) such decisions are not required by any Related Document or Applicable Law to be made by the Controlling Trustees;

(v) Professional advisors; procuring, when the Administrative Agent considers in good faith that it is appropriate or necessary to do so, and coordinating the advice of, legal counsel, accounting, tax and other professional advisers at the expense of WEST or the relevant Subsidiary, to assist WEST or such Subsidiary in carrying out its obligations, and supervising, in accordance with instructions from WEST or such Subsidiary, such legal counsel and other advisers;

(vi) Appraisal services; as frequently as is necessary for WEST and each Subsidiary to comply with its obligations under the Related Documents, arranging for the Appraisals to be made and providing the Appraisals to the relevant Service Providers;

(vii) Servicer and Back-Up Servicer; providing assistance to the Servicer or Back-Up Servicer, as the case may be, with respect to matters for which such assistance is contemplated by the Servicing Agreement or Back-Up Servicing Agreement, as the case may be, or is reasonably necessary in order for the Servicer or Back-Up Servicer, as the case may be, to perform its duties in accordance with the Servicing Agreement or Back-Up Servicing Agreement, as the case may be; and

(viii) Supervisory services; supervising outside counsel and other professional advisers and coordinating legal and other professional advice received by WEST and the Subsidiaries other than with respect to any service or matter which is the responsibility of the Servicer or Back-Up Servicer, as the case may be, under the Servicing Agreement or Back-Up Servicing Agreement, as the case may be.

(i) to the extent not provided for in the relevant agreement, assisting in establishing standards for performance evaluation and compliance with the terms of such agreement;

(ii) assisting in evaluating the performance and compliance of each Service Provider against its obligations under the relevant agreement or such standards as are established pursuant to subsection 2.03(b)(i) above; and

(iii) implementing any other request by WEST and the Subsidiaries to evaluate the performance of the Service Providers under the relevant agreements with WEST and the Subsidiaries, which shall be at the expense of WEST and the Subsidiaries, to the extent services are required that are materially greater in scope than those being provided pursuant to the express terms of this Agreement.

(c) Rating Agency Services. To the extent that (x) the following services are not provided by the other Service Providers, and (y) the relevant information is provided to the Administrative Agent by WEST and the Subsidiaries or the Service Providers or is otherwise available to the Administrative Agent, acting as liaison with the Rating Agencies with respect to the rating impact of any decisions on behalf of WEST and the Subsidiaries, the Administrative Agent shall perform the following supplemental services:

(i) Portfolio information; advising the Rating Agencies from time to time of any material changes in the Portfolio, coordinating with WEST and the Subsidiaries and the Service Providers and providing the Rating Agencies with such statistical and other information as they may from time to time request (such information to be provided at the expense of WEST and the Subsidiaries to the extent that providing such information requires services that are materially greater in scope than those being provided pursuant to the express terms of this Agreement); and

(ii) Notes information; providing the Rating Agencies with the Outstanding Principal Balance of each Series of Notes and loan-to-value ratios.

(d) Documentation and Letters of Credit. To the extent that the following services are not provided by the Servicer or Back-Up Servicer, as the case may be, providing assistance to WEST and the Subsidiaries in procuring Lessee consents, novations and other documentation and in taking all other actions necessary in connection with the reissue or amendment of letters of credit.

(e) Closing Services. To the extent that the following services are not provided by the Servicer or Back-Up Servicer, as the case may be, providing assistance to WEST and the Subsidiaries in (1) the re-lease and/or sale of the Engines, (2) the acquisition of Additional Engines and (3) financing transactions relating to WEST and the Subsidiaries after the Initial Closing Date, including:

(f) Filings and Reports. Based on information produced or provided to it, the Administrative Agent shall cause all reports to be prepared, filed and/or distributed by WEST or any Subsidiary or its governing bodies, with the assistance of outside counsel and auditors, if appropriate, including:

(g) Amendments. The Administrative Agent shall provide the following services with respect to amendments of the Related Documents and the Leases:

(i) Related Documents; reporting on the substance of any proposed amendments to any Related Documents;

(ii) Execution and delivery of amendments; to the extent requested by WEST and the Subsidiaries or by the parties to Related Documents and subject to approval by the appropriate Controlling Trustees, coordinating with the legal counsel of WEST and the Subsidiaries, the other parties thereto and their counsel the preparation and execution of any amendments to the Related Documents (other than amendments relating to the Engines or the Leases), and providing assistance in the implementation of such amendments; and

(iii) Lease amendments; to the extent reasonably requested by the Servicer or Back-Up Servicer, as the case may be, coordinating and providing assistance on behalf of WEST and the Subsidiaries with such party and seeking to obtain appropriate approvals to take any action which may be required to amend the terms of the Leases.

(h) Lease Defaults. To the extent reasonably requested by the Servicer or Back-Up Servicer, as the case may be, the Administrative Agent shall coordinate and provide assistance on behalf of WEST and the Subsidiaries with such party and outside counsel in a Lessee default or repossession situation.

(i) Payment of Bills. The Administrative Agent shall authorize payment of bills and expenses (i) payable to legal and professional advisers authorized to be engaged or consulted pursuant to this Agreement or (ii) approved by the Controlling Trustees.

(j) Servicing Agreement; Back-Up Servicing Agreement. The Administrative Agent shall provide assistance to WEST with respect to matters for which action by WEST is required under the Servicing Agreement or Back-Up Servicing Agreement, as the case may be, or the Indenture, including such assistance that may be necessary for WEST to:

(i) comply with Sections 6.07, 7.05(a) and 7.06 of the Servicing Agreement or Back-Up Servicing Agreement, as the case may be;

(ii) provide such instructions to the Servicer or Back-Up Servicer, as the case may be, as such party may require in interpreting the Indenture and the Concentration Limits;

(iii) direct the Servicer or Back-Up Servicer, as the case may be, to amend the minimum hull and liability insurance coverage amounts set forth in Schedule 1.03(a) to Schedule 2.02(a) to the Servicing Agreement or Back-Up Servicing Agreement, as the case may be (“Schedule 2.02(a)”);

(iv) direct the Servicer or Back-Up Servicer, as the case may be, as to whether settlement offers received by such party with respect to claims for damage or loss in excess of $500,000 with respect to an Engine Asset are acceptable;

(v) request periodic reports from the Servicer or Back-Up Servicer, as the case may be, regarding insurance matters;

(vi) provide the Servicer or Back-Up Servicer, as the case may be, with such information as such party may reasonably request in connection with the Concentration Limits and certify to such party that proposed Engine-related transactions will not result in the violation of such Concentration Limits;

(vii) advise the Servicer or Back-Up Servicer, as the case may be, as required by Schedule 2.02(a);

(viii) direct the Servicer or Back-Up Servicer, as the case may be, to arrange for the sale of an Engine Asset and certify to such party that such sale complies with the terms of the Indenture;

(ix) make any discretionary decisions, judgments or assumptions necessary in connection with the preparation of any projections, and provide the Servicer or Back-Up Servicer, as the case may be, with any written policies and guidelines that such party shall require in connection with such preparation; and

(x) request information and assistance from the Servicer or Back-Up Servicer, as the case may be, in regard to appraisals of Engine Assets in accordance with Section 5.01 of Schedule 2.02(a).

(k) Events of Default. The Administrative Agent shall inform the Controlling Trustees as soon as is reasonably practicable if the Administrative Agent believes that (i) net revenues generated by the Leases will be insufficient to satisfy the payment obligations of WEST and the Subsidiaries and (ii) an Event of Default will result from such insufficiency, and advise the Controlling Trustees as to any appropriate action to be taken (subject to the provisions of the Related Documents) with respect to such insufficiency and cause the actions directed by the Controlling Trustees to be implemented so as to avoid an Event of Default, if it is possible to do so.

(l) Restricted Cash Amounts. The Administrative Agent shall advise the Controlling Trustees, the Indenture Trustee and the Independent Controlling Trustee as to the appropriate levels of the Senior Restricted Cash Amount and the Junior Restricted Cash Amount;

(m) Letters of Credit. The Administrative Agent shall determine whether it is necessary at any time that WEST make a drawing under any back-up letter of credit of which WEST is the beneficiary in accordance with the terms of the applicable letter of credit agreement and the terms of the Related Documents and, if so, administer such drawing on WEST’s behalf.

SECTION 2.04 Bank Account Management and Calculation Services. The Administrative Agent hereby agrees to perform and provide the following bank account management and calculation services:

(a) (i) Operating Banks. The Operating Bank shall be the Indenture Trustee, initially (as of the Initial Closing Date) Deutsche Bank Trust Company Americas, and such other Eligible Institutions as WEST shall designate in accordance with the requirements of the Indenture.

(ii) Maintenance of Accounts. The Administrative Agent shall maintain each of the Accounts set forth on Schedule I hereto, in each case in the manner described herein and in Section 3.01 of the Indenture. The Administrative Agent shall take all actions necessary to establish, and shall establish, additional or replacement Accounts from time to time as required by and in accordance with the terms of Section 3.01 of the Indenture. In addition, the Administrative Agent shall take all actions necessary to cause the Indenture Trustee to be granted, to the extent possible, a security interest pursuant to Section 2.01 of the Security Trust Agreement in the interest of WEST and each Subsidiary in the cash balances from time to time deposited in the Accounts.

(iii) Successor Operating Bank. If any Operating Bank should change as a result of (A) the resignation of the Indenture Trustee or replacement of the Indenture Trustee by an Eligible Institution pursuant to the terms of the Indenture, (B) the repayment in full of the Series A Notes or (C) such Operating Bank’s failure to meet the criteria necessary to qualify as an Eligible Institution, the Administrative Agent, acting on behalf of the Indenture Trustee, shall thereupon promptly establish replacement Accounts as necessary at a successor Operating Bank and transfer the balance of funds in each Account then maintained at the former Operating Bank to such successor Operating Bank.

(b) Description of Accounts. (i) Accounts. The Administrative Agent shall maintain at an Operating Bank in the name of WEST or the applicable Subsidiary and pledged to the Indenture Trustee pursuant to the Security Trust Agreement the following Accounts:

(ii) Bank Account Statements. The Administrative Agent shall take all necessary steps to ensure that the Indenture Trustee, as an Operating Bank, and each Operating Bank at which an Account is located shall furnish as of the close of business on each Determination Date a statement providing the then current Balance of each applicable Account to the Indenture Trustee, WEST, the Servicer or the Back-Up Servicer.

(iii) Maintaining the Accounts. So long as any Secured Obligations (as defined in the Security Trust Agreement) remain Outstanding:

(A) The Administrative Agent shall maintain, or cause to be maintained, each Account in the name of the related Grantor (as defined in the Security Trust Agreement) only with a bank (an “Account Bank”) that has entered into a letter agreement in substantially the form of Exhibit C to the Security Trust Agreement

(or made such other arrangements as are acceptable to the Administrative Agent and the Indenture Trustee) with such Grantor and the Indenture Trustee (an “Account Letter”).

(B) The Administrative Agent shall promptly instruct each Person obligated at any time to make any payment to any Grantor for any reason (an “Obligor”) to make such payment to an Account meeting the requirements of clause 2.04(b)(iii)(A) above.

(C) Upon the termination of any Account Letter or other arrangement with respect to the maintenance of an Account by any Grantor or any Account Bank, the Administrative Agent shall immediately notify all Obligors (as defined in the Security Trust Agreement) that were making payments to such Account to make all future payments to another Account meeting the requirements of clause (A) above.

(c) Calculations. Pursuant to Section 3.12 of the Indenture, the Administrative Agent shall, at the times and in the manner set forth therein, determine or calculate each of the amounts required to be determined or calculated by it pursuant to Sections 3.12(a) through (e) of the Indenture and determine any Stated Interest Shortfall, Base Interest Shortfall, Net Stated Interest Shortfall, Net Base Interest Shortfall, Series A Scheduled Payment Shortfall, Series B Scheduled Payment Shortfall or Final Principal Payment Shortfall pursuant to Section 3.12(d) of the Indenture.

(d) Withdrawals and Transfers. The Administrative Agent shall direct the Operating Bank in writing to make the following withdrawals and transfers in accordance with the terms of the Indenture:

(i) Closing Date Deposits, Withdrawals and Transfers. On the Initial Closing Date and each other Closing Date, as applicable, the Administrative Agent shall make each of the transfers described in Sections 3.03, 3.04, 3.05, 3.06, 3.07 and 3.08 of the Indenture in accordance with such respective Section.

(ii) Interim Deposits and Withdrawals. From time to time, the Administrative Agent shall make the withdrawals, deposits and transfers provided for in Sections 3.02, 3.06, 3.07 and 3.08 of the Indenture in accordance with such respective Section.

(iii) Payment Date Withdrawals and Transfers. On each Payment Date, each Delivery Date and each Funding Date, as applicable, the Administrative Agent shall instruct the Indenture Trustee to make the withdrawals and transfers provided for in Sections 3.02, 3.03, 3.04, 3.05, 3.06, 3.07, 3.08, 3.09, 3.11 and 3.13(a) of the Indenture in accordance with such respective Section.

(iv) Event of Default (Prior to a Collateral Liquidation Notice) Withdrawals and Transfers. Notwithstanding anything to the contrary contained in Section 2.04(d) hereof, if an Early Amortization Event or an Event of Default (or a combination of both) has occurred and is then continuing, the Administrative Agent shall

distribute funds on deposit in the Collections Account in the amounts and in the order of priority provided for in Section 3.13(b) of the Indenture.

(vi) Defeasance/Redemption Transfers. The Administrative Agent shall transfer from time to time amounts on deposit in the Redemption Account to the applicable Series Account in connection with either the redemption of any Series of Notes in accordance with Sections 3.10(c) and 3.16 of the Indenture or the exercise of the defeasance provisions set forth in Article XII of the Indenture.

(vii) Currency Conversions. If and to the extent that WEST incurs any payment obligation or other cost in a currency other than U.S. dollars, the Administrative Agent shall, to the extent practicable, convert U.S. dollars into such other currency at the then prevailing market rate as necessary to discharge such payment obligations or costs, at the expense of WEST in accordance with Section 13.06 of the Indenture.

(e) Ratings and the Accounts. Each Account shall at all times be maintained at an Operating Bank or another Eligible Institution selected by the Administrative Agent in accordance with the Security Trust Agreement and the Indenture.

(f) Records. The Administrative Agent shall provide such information relating to the Accounts to the Indenture Trustee or the Rating Agencies as any of them may reasonably request from time to time.

(g) Reports. The Administrative Agent shall provide the reports and other information required to be provided by it pursuant to Section 2.13 of the Indenture, together with copies of such additional reports or other information as the Indenture Trustee may reasonably request, all in accordance with the terms of the Indenture.

SECTION 2.05 Accounting Services. The Administrative Agent hereby agrees to perform and provide the following accounting services:

(a) Budgeting Process. The Administrative Agent shall, in accordance with the procedures, policies and guidelines described below and on the basis of information generated by the Administrative Agent and information provided by the Service Providers and WEST and the Subsidiaries:

(i) in respect of the Initial Period and in respect of each One Year Period after the Initial Period during the term of the Servicing Agreement or Back-Up Servicing Agreement, as the case may be, and on behalf of WEST and the Subsidiaries, prepare and deliver to the Servicer or the Back-Up Servicer, as the case may be, no later than the November 30 immediately preceding the commencement of each Year, proposed Operating Budgets and Asset Expenses Budgets for each such period together with reasonably detailed supporting information and the assumptions underlying such proposed Operating Budgets or Asset Expenses Budgets, such proposed Operating Budgets and Asset Expenses Budgets to be based, in part, on the information provided by the Servicer or Back-Up Servicer, as the case may be, pursuant to Section 7.05(c) of the Servicing Agreement or Back-Up Servicing Agreement, as the case may be, and present them to WEST and the Subsidiaries for approval;

(ii) on behalf of WEST and the Subsidiaries, review, discuss and negotiate with the Servicer or Back-Up Servicer, as the case may be, such proposed Operating Budgets and Asset Expenses Budgets, and make such adjustments proposed by such party as the Administrative Agent shall deem appropriate; and

(iii) submit to the Servicer or Back-Up Servicer, as the case may be, no later than the December 20 immediately preceding the commencement of such Year the Budgets together with reasonably detailed information regarding WEST’s underlying assumptions.

(b) Management Accounts and Financial Statements. The Administrative Agent shall, in accordance with the procedures, policies and guidelines described below and on the basis of information generated by the Administrative Agent and information provided by the Service Providers, WEST and the Subsidiaries:

(i) establish an accounting system and maintain the accounting ledgers of and for WEST and each Subsidiary in accordance with U.S. GAAP, unless otherwise required by Applicable Law and specified by the Controlling Trustees (collectively, the “Ledgers”);

(ii) prepare and deliver (within 40 days after the end of the relevant Quarter or, if the end of such Quarter coincides with the end of a Year, within 75 days after the end of such Year), with respect to WEST and the Subsidiaries, on a consolidated basis, a draft balance sheet and draft statement of changes in shareholders’ equity or residual trust interest as of the end of each Quarter and Year, as applicable, and draft statements of income and cash flows for each such Quarter and Year, as applicable (the “Consolidated Quarterly Draft Accounts”);

(iii) to the extent required by Applicable Law, prepare and deliver (within 60 days after the end of the relevant Quarter or, if the end of such Quarter coincides with the end of a Year, within 120 days after the end of such Year), with respect to WEST and the Subsidiaries on a combined basis and such of WEST and the Subsidiaries as are specified by the Controlling Trustees in a written schedule provided to the Administrative Agent (which schedule may be updated by the Controlling Trustees to

the Administrative Agent delivered at least 30 days prior to the commencement of the relevant Quarter), on a consolidating company-by-company basis, a draft balance sheet and statement of changes in shareholders’ equity or residual trust interest as of the end of each Quarter and Year, as applicable, with respect to WEST or such Subsidiary and draft statements of income and cash flows for such Quarter and Year, as applicable (the “Consolidating Quarterly Draft Accounts” and, together with the Consolidated Quarterly Draft Accounts, the “Draft Accounts”);

(iv) arrange and manage the quarterly review of the Draft Accounts by the auditors of WEST and the Subsidiaries;

(v) arrange for, coordinate with and assist the auditors of WEST and the Subsidiaries in preparing annual audits;

(vi) prepare or arrange for the preparation of and arrange for the filing of the tax returns of WEST and the Subsidiaries in conjunction with tax advisers of WEST and the Subsidiaries after submission to the Controlling Trustees to the extent required by the Controlling Trustees or Applicable Law;

(vii) liaise with the Servicer or Back-Up Servicer, as the case may be, for the purpose of preparing the monthly reports in accordance with Sections 8.01 and 8.02 of Schedule 2.02(a) of the Servicing Agreement or Back-Up Servicing Agreement, as the case may be; and

(viii) compare the expected cash flows of WEST and the Subsidiaries and the Budgets to actual results;

provided, however, that WEST and the Subsidiaries shall retain responsibility for the Ledgers and Draft Accounts, including all discretionary decisions and judgments relating to the preparation and maintenance thereof, and WEST and the Subsidiaries shall retain responsibility for its financial statements.

(c) Accounting Standards. The Administrative Agent shall prepare the Draft Accounts in accordance with U.S. GAAP unless otherwise required by Applicable Law and specified by the Controlling Trustees. In connection with the preparation of the Consolidated Quarterly Draft Accounts, the Controlling Trustees will provide to the Administrative Agent, at such times as the Administrative Agent may require, a review report (as defined by the Statements on Standards for Accounting and Review Services issued by the American Institute of Certified Public Accountants) of the independent public accountants of WEST and the Subsidiaries with respect to the financial statements of WEST and the Subsidiaries for, or as of the end of, such Quarter, including in such report such accountants’ statement that, based on its review of such financial statements, it is not aware of any material modifications that should be made to such financial statements in order for them to be in conformity with U.S. GAAP or other applicable accounting principles; provided, however, that, with respect to such financial statements for, or as of the end of, any Quarter (other than the last Quarter of any Year), in the event that WEST and the Subsidiaries do not include (or cause to be included) any material disclosure required by U.S. GAAP or other applicable accounting principles to be included

within footnotes to such financial statements, such review report may be qualified solely by stating that the only modification that should be made to such financial statements in order for them to be in conformity with U.S. GAAP or other applicable accounting principles is the inclusion of such disclosure; provided further, however, that such qualification may not relate to any footnote to such financial statements.

(d) Guidelines for Draft Accounts. The Administrative Agent shall be entitled to request instructions from the Controlling Trustees as to general guidelines or principles to be followed in preparing Draft Accounts and as to amending or supplementing any such guidelines or principles.

SECTION 2.06 Additional Administrative Services. The Administrative Agent will provide additional Administrative Services, including (a) providing assistance in the issuance of any Additional Notes and (b) undertaking efforts to avoid any adverse change in the tax status of WEST or any Subsidiary. In addition, upon a request by WEST or any Subsidiary, the Administrative Agent will take such other actions as may be appropriate to facilitate the business operations of WEST or such Subsidiary and assist the Controlling Trustees in carrying out their obligations; provided, however, that the Administrative Agent will not be obligated or permitted to take any action that might reasonably be expected to result in the business of WEST or such Subsidiary ceasing to be separate and readily identifiable from, and independent of, the Administrative Agent and any of its Affiliates.

SECTION 2.07 Additional Engine. In the event that WEST and the Subsidiaries shall acquire any Additional Engines and notwithstanding that WEST and the Subsidiaries may retain different Service Providers for such Additional Engines, the Administrative Agent hereby agrees to provide the Administrative Services specified herein with respect to all such Additional Engines.

SECTION 2.08 New Subsidiaries. The Administrative Agent shall be responsible for coordinating with outside legal counsel, auditors, tax advisers and other professional advisers with respect to all corporate and administrative matters relating to the formation, operation, corporate affairs and related matters with respect to all Subsidiaries which are or may become members of WEST and the Subsidiaries, including identifying such outside advisers, a potential company secretary and candidates for trustee to the extent necessary, and shall be permitted to incur expenses in respect of such Subsidiaries without the consent of WEST and the Subsidiaries up to such aggregate amount as shall be authorized from time to time by the Controlling Trustees. To the extent that the Administrative Agent shall deem it necessary or desirable in order for WEST and the Subsidiaries to carry on its business, the Administrative Agent shall have the authority to assist in the formation of new Subsidiaries of WEST and to appoint any director to any such Subsidiary without the consent of WEST and the Subsidiaries; provided that such directors shall be the Controlling Trustees and Independent Trustees of WEST then in office unless otherwise required by applicable local law mandating a particular citizenship for directors. The Administrative Agent and its personnel may act as company secretary for any Subsidiary.

SECTION 2.09 Responsibility of WEST and the Subsidiaries. (a) The obligations of the Administrative Agent hereunder are limited to those matters that are expressly the

responsibility of the Administrative Agent in accordance with the terms of this Agreement. Notwithstanding the appointment of the Administrative Agent to perform the Administrative Services, WEST and each Subsidiary shall remain responsible for all matters and decisions related to its business, operations, assets and liabilities.

(b) Without derogating from the authority and responsibility of the Administrative Agent with respect to the performance of certain of the Administrative Services as set forth in this Agreement, it is hereby expressly agreed and acknowledged that the Administrative Agent is not authorized or empowered to make or enter into any agreement, contract or other legally binding arrangement, in respect of or relating to the business or affairs of WEST or any Subsidiary, or pledge the credit of, incur any indebtedness on behalf of or expend any funds of WEST or any Subsidiary other than as expressly permitted in accordance with the terms of this Agreement, all such authority and power being reserved to WEST or the appropriate Subsidiary or the Indenture Trustee, as the case may be.

SECTION 3.01 Standard of Performance. The Administrative Agent will devote the same amount of time, attention and resources to and will be required to exercise the same level of skill, care and diligence in the performance of its services as it would if it were administering such services on its own behalf (the “Standard of Performance”).

SECTION 3.02 Conflicts of Interest. (a) WEST and each Subsidiary acknowledge and agree that (i) in addition to the Administrative Services under this Agreement, the Administrative Agent may provide, and shall be entitled to provide, from time to time, the administrative services for itself or its Affiliates (other than WEST and each Subsidiary) (“Other Administrative Services”); (ii) in addition to the Administrative Services and Other Administrative Services, the Administrative Agent shall, and shall be entitled to, carry on its commercial businesses, including the financing, purchase or other acquisition, leasing and sale of aircraft engines; (iii) notwithstanding Section 3.02(b) below, in the course of conducting such activities, the Administrative Agent may from time to time have conflicts of interest in performing its duties on behalf of the various entities to whom it provides the administrative or management services; and (iv) the Controlling Trustees of WEST have approved the transactions contemplated by this Agreement and desire that such transactions be consummated and, in giving such approval, the Controlling Trustees of WEST have expressly recognized that such conflicts of interest may arise and that when such conflicts of interest arise the Administrative Agent shall perform the Administrative Services in accordance with the Standard of Performance and the Administrative Agent Conflicts Standard set forth in Section 3.02(b).

(b) If conflicts of interest arise regarding any Administrative Service, on the one hand, and any Other Administrative Service, on the other hand, the Administrative Agent shall promptly notify WEST. The Administrative Agent shall perform the Administrative Services in good faith and the Administrative Agent shall not discriminate between such Administrative Service and such Other Administrative Service on an unreasonable basis (the standard set forth in this Section 3.02(b) shall be referred to collectively as the “Administrative Agent Conflicts Standard”).

SECTION 3.03 Liability and Indemnity. (a) The Administrative Agent shall not be liable for any Losses or Taxes to or of, or payable by, WEST or any Subsidiary at any time from any cause whatsoever or any Losses or Taxes directly or indirectly arising out of or in connection with or related to the performance by the Administrative Agent of this Agreement unless such Losses or Taxes are the result of the Administrative Agent’s own willful misconduct, gross negligence, deceit or fraud or that of any of its directors, officers, agents or employees, as the case may be.

(b) Notwithstanding anything to the contrary set forth in any other agreement to which WEST or any Subsidiary is a party, WEST and the Subsidiaries do hereby assume liability for and do hereby agree to indemnify, reimburse and hold harmless on an After-Tax Basis the Administrative Agent, its directors, officers, employees and agents and each of them from any and all Losses, to the extent that the Losses exceed recoveries under insurance policies maintained by WEST or the Servicer, or Taxes that may be imposed on, incurred by or asserted against any of them arising out of, in connection with or related to the Administrative Agent’s performance under this Agreement (including any Losses or Taxes incurred by the Administrative Agent as a result of indemnifying any Person to whom it shall have delegated its obligations hereunder in accordance with Section 9.01, but only to the extent the Administrative Agent would have been indemnified had it performed such obligations), except as a result of the willful misconduct, deceit, gross negligence or fraud of the Administrative Agent or any of its directors, officers, employees or agents. This indemnity shall not apply to:

(i) Taxes imposed on net income by the revenue authorities of the United States or the State of California in respect of any payment by WEST or any Subsidiary to the Administrative Agent due to the performance of the Administrative Services; and

(ii) Taxes imposed on net income of the Administrative Agent by any Government Authority other than the revenue authorities of the United States or the State of California to the extent such Taxes would not have been imposed in the absence of any connection of the Administrative Agent with such jurisdiction imposing such Taxes other than any connection that results from the performance by the Administrative Agent of its obligations under this Agreement.

This indemnity shall expressly inure to the benefit of any director, officer, agent or employee of the Administrative Agent now existing or in the future and to the benefit of any successor of the Administrative Agent and shall survive the expiration of this Agreement.

(c) The Administrative Agent agrees to indemnify, reimburse and hold harmless on an After-Tax Basis WEST and each Subsidiary and its respective trustees, directors and agents for any Losses whatsoever which they or any of them may incur or be subject to in consequence of the performance of the Administrative Services or any breach of the terms of this Agreement by the Administrative Agent, but only to the extent such Losses arise due to the willful misconduct, gross negligence, deceit or fraud of the Administrative Agent or any of its

directors, officers or employees, as the case may be; provided, however, that this indemnity shall not apply and the Administrative Agent shall have no liability in respect of Losses to the extent that they arise from (i) the willful misconduct, gross negligence, deceit or fraud of WEST or any Subsidiary or their respective directors, trustees or agents, (ii) any breach by the Administrative Agent of its obligations under this Agreement to the extent such breach is a result of a Service Provider’s failure to perform its obligations to WEST and the Subsidiaries or a failure by WEST and the Subsidiaries to comply with their obligations under this Agreement, (iii) any action that WEST and the Subsidiaries require the Administrative Agent to take pursuant to a direction but only to the extent that the Administrative Agent takes such action in accordance with such direction and in accordance with the provisions hereof or (iv) a refusal by WEST and the Subsidiaries to take action upon a recommendation made in good faith by the Administrative Agent in accordance with the terms hereof.

(d) The Administrative Agent, WEST and the Subsidiaries and the Indenture Trustee acknowledge and agree that the terms of this Agreement contemplate that the Administrative Agent shall receive the Relevant Information in order for the Administrative Agent to make required credit and debit entries and to make the calculations and supply the information and reports required herein, and that the Administrative Agent will do the foregoing to the extent such information is so provided by such relevant parties and on the basis of such information, without undertaking any independent verification or recalculation of such information.

SECTION 4.01 Representations and Warranties by Administrative Agent. The Administrative Agent represents and warrants to WEST and the Subsidiaries as follows:

(a) The Administrative Agent has all requisite power and authority to execute this Agreement and to perform its obligations under this Agreement. All corporate acts and other proceedings required to be taken by the Administrative Agent to authorize the execution and delivery of this Agreement and the performance of its obligations contemplated under this Agreement have been duly and properly taken.

(b) This Agreement has been duly executed and delivered by the Administrative Agent and is a legal, valid and binding obligation of the Administrative Agent enforceable against it in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization or other laws of general application affecting the enforcement of creditors’ rights or by general principles of equity.

(c) Neither the execution and delivery of this Agreement by the Administrative Agent nor the performance by the Administrative Agent of any of its obligations under this Agreement will (i) violate any provision of the constituent documents of the Administrative Agent, (ii) violate any order, writ, injunction, judgment or decree applicable to the Administrative Agent or any of its property or assets, (iii) violate in any material respect any Applicable Law, or (iv) result in any conflict with, breach of or default (or give rise to any right

of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any material note, bond, mortgage, indenture, warrant or other similar instrument or any material license, permit, agreement or other obligation to which the Administrative Agent is a party or by which the Administrative Agent or any of its properties or assets may be bound.

SECTION 5.01 Administrative Agent Undertakings. The Administrative Agent hereby covenants with WEST and the Subsidiaries that, during the term of this Agreement, it will conduct its business such that it is a separate and readily identifiable business from, and independent of, WEST and each Subsidiary and further covenants as follows (it being understood that these covenants shall not prevent the Administrative Agent or any of its Affiliates from publishing financial statements that are consolidated with those of WEST or any Subsidiary, if to do so is required by Applicable Law or GAAP, and that the Administrative Agent and any of its Affiliates and WEST or any Subsidiary may file a consolidated tax return for United States federal, state and local income tax purposes:

(a) if the Administrative Agent receives any money whatsoever, which money belongs to WEST or any Subsidiary or the Indenture Trustee or is to be paid to WEST or any Subsidiary or the Indenture Trustee or into any account pursuant to any Related Document or otherwise, it will hold such money in trust for WEST or such Subsidiary or the Indenture Trustee, as the case may be, and shall keep such money separate from all other money belonging to the Administrative Agent and shall as promptly as practicable thereafter pay the same into the relevant account in accordance with the terms of the Indenture without exercising any right of setoff;

(b) it will perform all of its obligations set forth in the Indenture and the other Related Documents and it will comply with any proper directions, orders and instructions which WEST or any Subsidiary or the Indenture Trustee may from time to time give to it in accordance with the provisions of this Agreement and the Indenture; provided that to the extent any conflicts arise between instructions received from WEST or a Subsidiary and the Indenture Trustee, the Administrative Agent shall comply with the instructions of WEST or such Subsidiary, unless such instructions relate to the Bank Account Management Services described in Section 2.04 and then in such case the Administrative Agent shall comply only with the instructions of the Indenture Trustee;

(d) it will make all payments required to be made by it at any time and from time to time pursuant to this Agreement on the required date for payment thereof and shall turn over any amounts owed to the Indenture Trustee, WEST or any Subsidiary or the Indenture Trustee without set-off or counterclaim;

(e) it will not take any steps for the purpose of procuring the appointment of any administrative receiver or the making of an administrative order or for instituting any bankruptcy, reorganization, arrangement, insolvency, winding up, liquidation, composition or any like proceedings under the laws of any jurisdiction in respect of WEST or any Subsidiary or in respect of any of their respective liabilities, including, without limitation, as a result of any claim or interest of the Administrative Agent or any of its Affiliates;

(f) it will cooperate with WEST and each Subsidiary and its respective trustees, directors and agents and the Indenture Trustee, including by providing such information as may reasonably be requested, to permit WEST and the Subsidiaries or their authorized agents to monitor the Administrative Agent’s compliance with its obligations under this Agreement;

(g) it will observe all corporate formalities necessary to remain a legal entity separate and distinct from, and independent of, WEST and each Subsidiary;

(h) it will maintain its assets and liabilities separate and distinct from WEST and each Subsidiary;

(i) it will maintain records, books, accounts and minutes separate from those of WEST and each Subsidiary;

(j) it will pay its obligations in the ordinary course of its business as a legal entity separate from WEST and each Subsidiary;

(k) it will keep its funds separate and distinct from the funds of WEST and each Subsidiary, and it will receive, deposit, withdraw and disburse such funds separately from the funds of WEST and each Subsidiary;

(l) it will conduct its business in its own name, and not in the name of WEST or any Subsidiary;

(m) it will not pay or become liable for any debt of WEST or any Subsidiary, other than to make payments in the form of indemnity as required by the express terms of this Agreement;

(n) it will not hold out that it is a division of WEST or any Subsidiary or that WEST or any Subsidiary is a division of it;

(o) it will not induce any third party to rely on the creditworthiness of WEST or any Subsidiary in order that such third party will be induced to contract with it;

(p) it will not enter into any agreements between it and WEST or any Subsidiary that are more favorable to either party than agreements that the parties would have been able to enter into at such time on an arm’s-length basis with a non-affiliated third party, other than any Related Documents in effect on the date hereof (it being understood that the parties hereto do not intend by this covenant to ratify any self-dealing transactions); and

(q) it will (i) forward promptly to the Servicer or Back-Up Servicer, as the case may be, a copy of any material communication received from any Person in relation to any Lease or Engine; (ii) grant such access to the Servicer or Back-Up Servicer, as the case may be, to its books of account, documents and other records and to U.S. employees to the extent that the same relate to the obligations of the Administrative Agent hereunder; provided, however, that the Servicer or Back-Up Servicer, as the case may be, shall not have access to the minutes of the Administrative Agent’s board meetings or to any privileged, confidential or proprietary information or materials (except to the extent that such information or materials are generated by the Administrative Agent in the course of the performance of its obligations hereunder); and (iii) execute and deliver such documents and do such acts and things as the Servicer or Back-Up Servicer, as the case may be, may reasonably request in order to effect the purposes of the Servicing Agreement, or Back-Up Servicing Agreement, as the case may be.

SECTION 6.01 Cooperation. WEST and the Subsidiaries shall use commercially reasonable efforts to cause any Service Provider to, at all times cooperate with the Administrative Agent to enable the Administrative Agent to provide the Administrative Services, including providing the Administrative Agent with all powers of attorney as may be reasonably necessary or appropriate for the Administrative Agent to perform the Administrative Services in accordance with this Agreement.

SECTION 6.02 Information. WEST will provide the Administrative Agent with the following information in respect of itself and each Subsidiary:

(a) copies of all Related Documents, including the articles of incorporation, by-laws, trust agreements (or equivalent documents) of WEST and each Subsidiary, and copies of all books and records maintained on behalf of WEST and each such Subsidiary;

(b) details of all bank accounts and bank mandates maintained by WEST or any Subsidiary;

(c) names of and contact information with respect to the controlling trustees or board members for WEST and each Subsidiary;

(d) such other information as is necessary to the Administrative Agent’s performance of the Administrative Services; and

(e) a copy of any information provided to WEST and the Subsidiaries pursuant to the Servicing Agreement;

provided that such information as is referred to in this Section 6.02 (with the exception of paragraphs (d) and (e)) shall be provided to the Administrative Agent upon execution of this Agreement and, in respect of any amendment or changes to the information provided to the Administrative Agent upon execution of this Agreement, promptly following the effectiveness of such amendments or changes.

SECTION 6.03 Scope of Services. (a) WEST or any Subsidiary shall consult with the Administrative Agent and obtain it’s express written consent prior to entering into any agreement, amendment or other modification of any Lease or taking any other action that has the effect of increasing in any material respect the scope, nature or level of the Administrative Services to be provided under this Agreement. The Administrative Agent shall not be obligated to perform the affected Administrative Services to the extent of such increase unless and until the Administrative Agent and WEST and the Subsidiaries shall agree on the terms of such increased Administrative Services (it being understood that (i) the Administrative Agent shall have no liability to WEST or any Subsidiary directly or indirectly arising out of, in connection with or related to the Administrative Agent’s failure to perform such increased Administrative Services prior to any such agreement and (ii) WEST and the Subsidiaries shall not be permitted to engage another Person to perform the affected Administrative Services without the prior written consent of the Administrative Agent unless the Administrative Agent has indicated it is unable or unwilling to act in respect of the affected Administrative Service or the Administrative Agent requires payment of more than reasonable additional compensation for such additional Administrative Services).

(b) In the event that WEST and the Subsidiaries shall acquire Additional Engines, WEST and the Subsidiaries shall so notify the Administrative Agent and the Administrative Agent shall be obligated to provide the Administrative Services with respect to such Additional Engines in accordance with Section 2.07 hereof.

SECTION 6.04 Ratification. WEST and each Subsidiary hereby ratifies and confirms and agrees to ratify and confirm (and shall furnish written evidence thereof upon request of the Administrative Agent) any act or omission by the Administrative Agent in accordance with this Agreement in the exercise of any of the powers or authorities conferred upon the Administrative Agent under the terms of this Agreement, it being expressly understood and agreed that none of the foregoing shall have any obligation to ratify and confirm, and expressly does not ratify and confirm, any act or omission of the Administrative Agent in violation of this Agreement, the Standard of Performance or for which the Administrative Agent is obligated to indemnify WEST or any Subsidiary under Article III hereof.

SECTION 6.05 Covenants. WEST and each Subsidiary covenants with the Administrative Agent that it, during the term of this Agreement, will conduct its business such that it is a separate and readily identifiable business from, and independent of, the Administrative Agent and any of its Affiliates and further covenants as follows:

(a) it will observe all corporate formalities necessary to remain a legal entity separate and distinct from, and independent of, the Administrative Agent and any of its subsidiaries;

(b) it will maintain its assets and liabilities separate and distinct from those of the Administrative Agent;

(d) it will pay its obligations in the ordinary course of business as a legal entity separate from the Administrative Agent;

(e) it will keep its funds separate and distinct from any funds of the Administrative Agent, and will receive, deposit, withdraw and disburse such funds separately from any funds of the Administrative Agent;

(f) it will conduct its business in its own name, and not in the name of the Administrative Agent;

(g) it will not agree to pay or become liable for any debt of the Administrative Agent, other than to make payments in the form of indemnity as required by the express terms of this Agreement;

(h) it will not hold out that it is a division of the Administrative Agent, or that the Administrative Agent is a division of it;

(i) it will not induce any third party to rely on the creditworthiness of the Administrative Agent in order that such third party will be induced to contract with it;

(j) it will not enter into any transactions between it and the Administrative Agent that are more favorable to either party than transactions that the parties would have been able to enter into at such time on an arm’s-length basis with a non-affiliated third party, other than any agreements in effect on the date hereof (it being understood that the parties hereto do not intend by this covenant to ratify any self-dealing transactions);

(k) it will observe all corporate or other procedures required under Applicable Law and under its organizational documents; and

(l) it will observe all corporate formalities necessary to keep its business separate and readily identifiable from, and independent of, each other Subsidiary, including keeping the funds, assets and liabilities of WEST and each Subsidiary separate and distinct from those of each other Subsidiary and by maintaining separate records, books, accounts and minutes for WEST and each Subsidiary.

SECTION 6.06 Ratification by Subsidiaries. WEST hereby undertakes to procure that any Subsidiary of WEST formed or acquired after the date hereof shall execute an agreement with the Administrative Agent adopting and confirming, as regards such Subsidiary, the terms and provisions of this Agreement, and agreeing to ratify anything done by the Administrative Agent in connection herewith on the terms of Section 6.04. Such joinder agreement shall specify the notice information for such Subsidiary and an executed version thereof shall be promptly delivered to each of the parties hereto.

SECTION 7.01 Administration Fees. In consideration of the Administrative Agent’s performance of the Administrative Services, WEST shall pay to the Administrative Agent a monthly fee (the “Administrative Fee”) equal to 2% of aggregate rents actually received during such month (or portion of a month) in which the related Engine (and Additional Engines, if any) is owned by WEST and the Subsidiaries.

SECTION 7.02 Expenses. WEST and the Subsidiaries shall be responsible for the following expenses incurred by the Administrative Agent in the performance of its obligations (“Reimbursable Expenses”):

(a) reasonable out of pocket expenses, including travel, accommodation and subsistence and approved expenditures in respect of insurance coverage for the Administrative Agent;

(b) expenses expressly authorized by (i) the Controlling Trustees or (ii) any Person to whom such authority has been delegated, other than the Administrative Agent or its Affiliates; and

SECTION 7.03 Payment of Expenses. No later than each Determination Date, the Administrative Agent shall deliver a notice to WEST and the Subsidiaries, setting forth the amounts of expenses paid by the Administrative Agent in connection with the performance of its obligations under this Agreement through and including such Determination Date (it being understood that if there are no such expenses the Administrative Agent will be under no obligation to provide such notice). On the next Payment Date following such Determination Date, WEST and each Subsidiary agrees to pay to the Administrative Agent all such amounts.

SECTION 8.01 Term. This Agreement shall have a term commencing on the Initial Closing Date and expiring on the date of payment in full of all amounts outstanding to be paid on the Notes (and any other obligations secured by the Security Trust Agreement) and all amounts outstanding to be paid to the holders of the Beneficial Interest Certificates.

SECTION 8.02 Right to Terminate. (a) At any time during the term of this Agreement, WEST shall be entitled to terminate this Agreement on 120 days’ written notice, with or without cause.

(b) Following the delivery of a Default Notice or upon the occurrence of an Insolvency Event with respect to the Administrative Agent, the Indenture Trustee, on behalf of

the Secured Parties, shall be entitled to terminate on five (5) days’ written notice the authority granted to the Administrative Agent to perform the Bank Account Management Services set forth in Section 2.04 hereof and in the Indenture.

(c) At any time during the term of this Agreement, the Administrative Agent shall be entitled to terminate this Agreement on 120 days’ written notice if:

(i) WEST or any Subsidiary shall fail to pay in full when due (A) any Administrative Fee or any Reimbursable Expenses in an aggregate amount in excess of $50,000 and such failure continues for a period of 30 days, in either case, after the effectiveness of written notice from the Administrative Agent of such failure or (B) any other amount payable to the Administrative Agent hereunder, and such failure continues for a period of 30 days after written notice from the Administrative Agent of such failure;

(ii) WEST or any Subsidiary shall fail to perform or observe or shall violate in any material respect any material term, covenant, condition or agreement to be performed or observed by it in respect of this Agreement and such failure continues for a period of 30 days after WEST and the Subsidiaries shall have received notice of such failure (other than with respect to payment obligations referred to in clause (c)(i) of this Section 8.02);

(iii) an involuntary proceeding shall be commenced or an involuntary petition shall be filed in a court of competent jurisdiction seeking relief in respect of WEST or any Subsidiary, or of a substantial part of the property or assets of WEST or any Subsidiary, under Title 11 of the United States Code, as now constituted or hereafter amended (the “U.S. Bankruptcy Code”), or any other U.S. federal or state or foreign bankruptcy, insolvency, receivership or similar law, and such proceeding or petition shall continue undismissed for sixty (60) days or an order or decree approving or ordering any of the foregoing shall be entered or WEST or any Subsidiary shall go into liquidation, suffer a receiver or mortgagee to take possession of all or substantially all of its assets or have an examiner appointed over it or if a petition or proceeding is presented for any of the foregoing and not discharged within sixty (60) days; or

(iv) WEST or any Subsidiary shall (A) voluntarily commence any proceeding or file any petition seeking relief under the U.S. Bankruptcy Code, or any other U.S. federal or state or foreign bankruptcy, insolvency, receivership or similar law, (B) consent to the institution of, or fail within sixty (60) days to contest the filing of, any petition described in clause (c)(iii) above, (C) file an answer admitting the material allegations of a petition filed against it in any such proceeding or (D) make a general assignment for the benefit of its creditors.

(d) The Requisite Majority may at any time vote to remove the Administrative Agent, terminate this Agreement and appoint the Back-Up Administrative Agent to act in its stead by delivering written notice of such removal and appointment to WEST, the Administrative Agent, the Servicer, the Back-Up Servicer and the Indenture Trustee or by causing the Security Trustee to deliver such notice to WEST, the Administrative Agent, the Servicer, the Back-Up Servicer and the Indenture Trustee, upon the occurrence of a Servicer Termination Event or if:

(e) No termination of this Agreement by WEST pursuant to Section 8.02(a), by the Administrative Agent pursuant to Section 8.02(c) or by a Requisite Majority pursuant to Section 8.02(d) shall become effective prior to the date of appointment of, and acceptance of such appointment by, the Back-Up Administrative Agent or, if the Back-Up Administrative Agent is unable or fails to perform its duties under the Back-Up Administrative Agency Agreement, a successor Administrative Agent. In the event the Back-Up Administrative Agent is unable or fails to perform its duties under the Back-Up Administrative Agency Agreement and a successor Administrative Agent shall not have been appointed within 90 days after any termination of this Agreement pursuant to Section 8.02(a), (c) or (d), the Administrative Agent may petition any court of competent jurisdiction for the appointment of a successor Administrative Agent. Upon action by either party pursuant to the provisions of this Section 8.02(e), the Administrative Agent shall be entitled to the payment of any compensation owed to it hereunder and to the reimbursement of all Reimbursable Expenses incurred in connection with all services rendered by it hereunder, as provided in Article 7 hereof, and for so long as the Administrative Agent is continuing to perform any of the Administrative Services for WEST or any Subsidiary, the Administrative Agent shall be entitled to continue to be paid all amounts due to it hereunder, net of any amounts that shall have been finally adjudicated by a court of competent jurisdiction to be owed by the Administrative Agent to WEST and the Subsidiaries or not to be due to the Administrative Agent, until the Back-Up Administrative

Agent or a successor Administrative Agent shall have been appointed and shall have accepted such appointment in accordance with the provisions of Section 8.03(c).

SECTION 8.03 Consequences of Termination. (a) Notices. (i) Following the termination of this Agreement by the Noteholders, by WEST or by the Administrative Agent pursuant to Section 8.02, the Administrative Agent will promptly forward to the successor Administrative Agent any notices received by it during the year immediately after termination.

(ii) WEST and the Subsidiaries will notify promptly any relevant third party, including each Rating Agency, the Indenture Trustee, the Servicer, the Back-Up Servicer and the Back-Up Administrative Agent, of the termination of this Agreement by the Noteholders, by WEST or by the Administrative Agent and will request that any such notices and accounting reports and communications thereafter be made or given directly to the entity engaged to serve as Administrative Agent, and to WEST and the Subsidiaries.

(b) Accrued Rights. A termination of this Agreement by the Noteholders, by WEST or by the Administrative Agent hereunder shall not affect the respective rights and liabilities of any party accrued prior to such termination in respect of any prior breaches hereof or otherwise.

(c) Replacement. If this Agreement is terminated by the Noteholders, by WEST or by the Administrative Agent under Section 8.02, the Administrative Agent will cooperate with any person appointed to perform the Administrative Services, including providing such person with all information and documents reasonably requested.

SECTION 8.04 Survival. Notwithstanding any termination or the expiration of this Agreement, the obligations of WEST and the Subsidiaries and the Administrative Agent under Section 3.03 and this Section 8.04 and of the Administrative Agent under Sections 8.03(c) and 10.09 shall survive such termination or expiration, as the case may be.

SECTION 9.01 Assignment and Delegation. (a) Except as provided in subsection (b) below, no party to this Agreement shall assign or delegate or otherwise subcontract this Agreement or all or any part of its rights or obligations hereunder to any Person without the prior written consent of the other parties, such consent not to be unreasonably withheld.

(b) The Administrative Agent may assign its right to perform and receive compensation for the performance of all or any part of the services set forth in Article 2, including without limitation, the establishment and maintenance of the Ledgers and the preparation of the Draft Accounts.

(c) Without limiting the foregoing, any Person who shall become a successor by assignment or otherwise of any party hereto shall be required as a condition to the effectiveness of any such assignment or other arrangement to become a party to this Agreement.

Principal Amount Issued
or Exchanged

Remaining Principal Amount
of this Series A1 Note

Notation
Made by or
on Behalf of

SECTION 10.01 Notices. All notices, demands, certificates, requests, directions, instructions and communications hereunder shall be in writing and shall be effective (a) upon receipt when sent through the mails, registered or certified mail, return receipt requested, postage prepaid, with such receipt to be effective the date of delivery indicated on the return receipt, or (b) one Business Day after delivery to an overnight courier, or (c) on the date personally delivered to an authorized officer of the party to which sent, or (d) on the date transmitted by legible telecopier transmission with a confirmation of receipt, in all cases addressed to the recipient as follows:

If to WEST and the Subsidiaries, to:

Willis Engine Securitization Trust
c/o Wilmington Trust Company
1100 North Market Street

Rodney Square North

Wilmington, Delaware 19890

Attention: Corporate Trust Administrator
Fax: (301) 651-8882

If to the Administrative Agent, to it at:

Willis Lease Finance Corporation
2320 Marinship Way, Suite 300
Sausalito, California 94965

Attention: General Counsel
Fax: (415) 331-0607

If to the Indenture Trustee, to it at:

Deutsche Bank Trust Company Americas
60 Wall Street
New York, New York 10005
Attention: TSS –Structured Finance
Fax: (212) 797-8606

If to the Back-Up Administrative Agent, to it at:

UT Finance Corporation
400 Main Street
Mail Stop 133-54
East Hartford, CT 06108
Attention: President
Fax: (860) 565-0187

From time to time, any party to such agreement may designate a new address or number for purposes of notice thereunder by notice to each of the other parties thereto.

SECTION 10.02 Governing Law. THIS AGREEMENT SHALL IN ALL RESPECTS BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAWS BUT OTHERWISE WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES.

SECTION 10.03 Jurisdiction. Each of the parties hereto agrees that the United States federal and New York State courts located in The City of New York shall have jurisdiction to hear and determine any suit, action or proceeding, and to settle any disputes, which may arise out of or in connection with this Indenture and, for such purposes, submits to the jurisdiction of such courts. Each of the parties hereto waives any objection which it might now or hereafter have to the United States federal or New York State courts located in The City of New York being nominated as the forum to hear and determine any suit, action or proceeding, and to settle any disputes, which may arise out of or in connection with this Indenture and agrees not to claim that any such court is not a convenient or appropriate forum. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 10.01 shall be deemed effective service of process on such party. Each of the parties hereto hereby consents generally in respect of any legal action or proceeding arising out of or in connection with this Agreement to the giving of any relief or the issue of any process in connection with such action or proceeding, including the making, enforcement or execution against any property whatsoever (irrespective of its use or intended use) of any order or judgment which may be made or given in such action or proceeding.

SECTION 10.04 Waiver of Jury Trial. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

SECTION 10.05 Counterparts; Third Party Beneficiaries. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. Each of the Indenture Trustee and the Requisite Majority are express third party beneficiaries of this Agreement, and, as such, shall have full power and authority to enforce the provisions of this Agreement against the parties hereto. No provision of this Agreement is intended to confer any rights or remedies hereunder upon any Person other than the Indenture Trustee and any holders of the Notes (to the extent described in the preceding sentence) and the parties hereto.

SECTION 10.06 Entire Agreement. This Agreement constitutes the entire agreement among the parties with respect to the subject matter of this Agreement and supersedes all prior agreements and understandings, both oral and written, among the parties with respect to the subject matter of this Agreement.

SECTION 10.07 Power of Attorney. WEST and each Subsidiary shall appoint the Administrative Agent and its successors, and its permitted designees, as their true and lawful

attorney-in-fact. All services to be performed and actions to be taken by the Administrative Agent pursuant to this Agreement shall be performed on behalf of WEST and each Subsidiary. The Administrative Agent shall be entitled to seek and obtain from WEST and each Subsidiary a power of attorney in respect of the execution of any specific action as the Administrative Agent deems appropriate.

SECTION 10.08 Table of Contents; Headings. The table of contents and headings of the various articles, sections and other subdivisions of such agreement are for convenience of reference only and shall not modify, define or limit any of the terms or provisions of such agreement.

SECTION 10.09 Restrictions on Disclosure. The Administrative Agent agrees that it shall not, prior to the termination or expiration of this Agreement or within three year after such termination or expiration, disclose to any Person any confidential or proprietary information, whether of a technical, financial, commercial or other nature, received directly or indirectly from WEST and the Subsidiaries regarding WEST and the Subsidiaries or their business or the Engines, except as authorized in writing by WEST and the Subsidiaries or otherwise permitted by this Agreement, and except:

(a) to representatives of the Administrative Agent and any of its Affiliates in furtherance of the purposes of this Agreement; provided that any such representatives shall have agreed to be bound by the restrictions on disclosure set forth in this Section 10.09;

(b) to the extent required by Applicable Law or by judicial or administrative process, but in the event of proposed disclosure, the Administrative Agent shall use reasonable efforts to protect information in which WEST and the Subsidiaries have an interest to the maximum extent achievable; and

(i) was generally available in the public domain;

(ii) was lawfully obtained from a source under no obligation of confidentiality, directly or indirectly, to WEST and the Subsidiaries;

(iii) was disclosed to the general public with the approval of WEST and the Subsidiaries;

(iv) was in the files, records or knowledge of the Administrative Agent or any Affiliates of the Administrative Agent prior to initial disclosure thereof to the Administrative Agent or any Affiliates of the Administrative Agent by WEST and the Subsidiaries;

(v) was provided by a member of a governing body of WEST or any Subsidiary to the Administrative Agent or any Affiliates of the Administrative Agent without any express written (or, to the extent such information was provided in an oral communication, oral) restriction on use of or access to such information, and such information would not reasonably be expected to be confidential, proprietary or otherwise privileged; or

(vi) was developed independently by the Administrative Agent or any Affiliates of the Administrative Agent; and

(vii) is reasonably deemed necessary by the Administrative Agent to protect and enforce its rights and remedies under this Agreement; provided, however, that in such an event the Administrative Agent shall act in a manner reasonably designed to prevent disclosure of such confidential information; and provided further, that prior to disclosure of such information the Administrative Agent shall inform WEST and the Subsidiaries of such disclosure.

SECTION 10.10 No Partnership. (a) It is expressly recognized and acknowledged that this Agreement is not intended to create a partnership, joint venture or other similar arrangement between WEST or any Subsidiary on the one part and the Administrative Agent on the other part. It is also expressly understood that any actions taken on behalf of WEST or any Subsidiary by the Administrative Agent shall be taken as agent for WEST or such Subsidiary, either naming WEST or the relevant Subsidiary, or naming the Administrative Agent as agent for an undisclosed principal. Neither WEST nor any Subsidiary shall hold itself out as a partner of the Administrative Agent, and the Administrative Agent will not hold itself out as a partner of WEST or any Subsidiary.

(b) The Administrative Agent shall not have any fiduciary duty or other implied obligations or duties to WEST or any Subsidiary, any Lessee or any other Person arising out of this Agreement.

SECTION 10.11 Concerning the Indenture Trustee. In respect of the Indenture Trustee’s performance of appointing the Administrative Agent to provide the Bank Account Management Services set forth in Section 2.04 and in the Indenture, the Indenture Trustee shall be afforded all of the rights, protections, immunities and indemnities contained in the Security Trust Agreement as if such rights, protections, immunities and indemnities were specifically set forth herein.

SECTION 10.12 Amendments. This Agreement may be amended in a written instrument signed by each of the parties hereto; provided that, if such amendment would reasonably likely have a material adverse effect on the holders of the Notes, the Requisite Majority shall have given its prior consent.

[Signature Pages Follow]

IN WITNESS WHEREOF, this Agreement has been duly executed on the date first written above.

	WILLIS ENGINE SECURITIZATION TRUST

	By:	/s/ Monica J. Burke
		Name: Monica J. Burke
		Title: Attorney-in-Fact

	WILLIS LEASE FINANCE CORPORATION,
	as Administrative Agent

	By:	/s/ Monica J. Burke
		Name: Monica J. Burke
		Title: Executive Vice President ChiefFinancial Officer

	DEUTSCHE BANK TRUST COMPANY AMERICAS,
	not in its individual capacity, but solely as Indenture Trustee

	By:	/s/ Peter T. Becker
		Name: Peter T. Becker
		Title: Vice President

	WEST ENGINE FUNDING LLC

	By:	/s/ Monica J. Burke
		Name: Monica J. Burke
		Title: Chief Financial Officer

Appendix A

SUBSIDIARIES

WEST Engine Funding LLC

Owner Trust No. 30771

Owner Trust No. 311498

Owner Trust No. 312234

Owner Trust No. 575283

Owner Trust No. 575573

Owner Trust No. 577214

Owner Trust No. 695530

Owner Trust No. 704371

Owner Trust No. 704447

Owner Trust No. 704638

Owner Trust No. 708173

Owner Trust No. 716430

Owner Trust No. 716779

Owner Trust No. 718210

Owner Trust No. 718262

Owner Trust No. 721877

Owner Trust No. 724721

Owner Trust No. 724862

Owner Trust No. 725183

Owner Trust No. 725434

Owner Trust No. 725522

Owner Trust No. 726169

Owner Trust No. 726173

Owner Trust No. 726195

Owner Trust No. 726203

Owner Trust No. 727057

Owner Trust No. 727255

Owner Trust No. 727340

Owner Trust No. 727393

Owner Trust No. 728154

Owner Trust No. 728173

Owner Trust No. 731570

Owner Trust No. 731812

Owner Trust No. 731999

Owner Trust No. 733172

Owner Trust No. 733175

Owner Trust No. 733186

Owner Trust No. 733438

Owner Trust No. 733471

Owner Trust No. 733587

Owner Trust No. 733715

Owner Trust No. 733758

Owner Trust No. 740342

Owner Trust No. 741414

Owner Trust No. 741573

Owner Trust No. 741822

Owner Trust No. 779194

Owner Trust No. 779484

Owner Trust No. 856690

Owner Trust No. 858327

Owner Trust No. 858788

Owner Trust No. 858789

Owner Trust No. 872554

Owner Trust No. 874243

Owner Trust No. 876272

Owner Trust No. 888763

Owner Trust No. 890704

Owner Trust No. 890988

SCHEDULE A

DEFINITIONS

“Account Bank” has the meaning assigned to such term in Section 2.04(b)(iii)(A) hereof.

“Account Letter” has the meaning assigned to such term in Section 2.04(b)(iii)(A) hereof.

“Administrative Agent” has the meaning assigned to such term in the preamble to this Agreement.

“Administrative Agent Conflicts Standard” has the meaning assigned to such term in Section 3.02(b) hereof.

“Administrative Fee” has the meaning assigned to such term in Section 7.01 hereof.

“Administrative Services” has the meaning assigned to such term in Section 2.01(a) of this Agreement.

“After-Tax Basis” means on a basis such that any payment received, deemed to have been received or receivable by any Person shall, if necessary, be supplemented by a further payment to that Person so that the sum of the two payments shall, after deduction of all U.S. federal, state, local and foreign Taxes and other charges resulting from the receipt (actual or constructive) or accrual of such payments imposed by or under any U.S. federal, state, local or foreign law or Governmental Authority (after taking into account any current deduction to which such Person shall be entitled with respect to the amount that gave rise to the underlying payment) be equal to the payment received, deemed to have been received or receivable.

“Agreement” has the meaning assigned to such term in the preamble hereof.

“Asset Expenses Budget” has the meaning assigned to such term in Section 7.05(a)(B) of the Servicing Agreement or the Back-Up Servicing Agreement, as the case may be.

“Back-Up Servicer Services Standard” has the meaning assigned to such term in the Back-Up Servicing Agreement.

“Back-Up Servicing Agreement” means the Back-Up Servicing Agreement dated as of the date hereof among the Back-Up Servicer, WEST, the Administrative Agent, the Back-Up Administrative Agent and the Subsidiaries named therein.

“Bank Account Management Services” has the meaning assigned to such term in Section 2.01(b) hereof.

“Budgets” has the meaning assigned to such term in Section 7.05(c) of the Servicing Agreement or the Back-Up Servicing Agreement, as the case may be.

“Consolidated Quarterly Draft Accounts” has the meaning assigned to such term in Section 2.05(b)(ii) hereof.

A-1

“Consolidating Quarterly Draft Accounts” has the meaning assigned to such term in Section 2.05(b)(iii) hereof.

“Delaware Trustee” means the Wilmington Trust Company, as Delaware trustee of WEST.

“Draft Accounts” has the meaning assigned to such term in Section 2.05(b)(iii) hereof.

“Engine Assets” has the meaning assigned to such term in the Servicing Agreement or the Back-Up Servicing Agreement, as the case may be.

“Indenture” means the Indenture dated as of the Initial Closing Date, between WEST and the Indenture Trustee, and each successor indenture, if any, thereto.

“Indenture Trustee” has the meaning assigned to such term in the preamble to this Agreement.

“Initial Closing Date” means August 9, 2005.

“Initial Period” has the meaning assigned to such term in Section 7.05(a) of the Servicing Agreement or the Back-Up Servicing Agreement, as the case may be.

“Insolvency Event” means: (i) an involuntary proceeding shall be commenced or an involuntary petition shall be filed in a court of competent jurisdiction seeking relief in respect of the Administrative Agent or in respect of a substantial part of the property or assets of the Administrative Agent, under Title 11 of the United States Code, as now constituted or hereafter amended, or any other U.S. federal or state or foreign bankruptcy, insolvency, receivership or similar law, and such proceeding or petition shall continue undismissed for sixty (60) days or an order or decree approving or ordering any of the foregoing shall be entered or the Administrative Agent shall go into liquidation, suffer a receiver or mortgagee to take possession of all or substantially all of its assets or have an examiner appointed over it or if a petition or proceeding is presented for any of the foregoing and not discharged within sixty (60) days; or (ii) the Administrative Agent shall (A) voluntarily commence any proceeding or file any petition seeking relief under Title 11 of the United States Code, as now constituted or hereafter amended, or any other U.S. federal or state or foreign bankruptcy, insolvency, receivership or similar law, (B) consent to the institution of, or fail within sixty (60) days to contest the filing of, any petition described in clause (i) above, (C) file an answer admitting the material allegations of a petition filed against it in any such proceeding or (D) make a general assignment for the benefit of its creditors.

“Ledgers” has the meaning assigned to such term in Section 2.05(b)(i) hereof.

“Obligor” has the meaning assigned to such term in Section 2.04(b)(iii)(B) hereof.

“One Year Period” has the meaning assigned to such term in Section 7.05(a) of the Servicing Agreement or the Back-Up Servicing Agreement, as the case may be.

A-2

“Operating Budget” has the meaning assigned to such term in Section 7.05(a)(A) of the Servicing Agreement or the Back-Up Servicing Agreement, as the case may be.

“Other Administrative Services” has the meaning assigned to such term in Section 3.02(a) hereof.

“Quarter” means the fiscal quarter of WEST and each Subsidiary, as applicable.

“Ratings” means the ratings assigned to the Notes by the Rating Agencies.

“Reimbursable Expenses” has the meaning assigned to such term in Section 7.02 hereof.

“Representatives” with respect to any Person means the officers, directors, employees, advisors and agents of such Person.

“Schedule 2.02(a)” has the meaning assigned to such term in Section 2.03(j)(iii) hereof.

“Service Providers” has the meaning assigned to such term in Section 2.02(c) hereof.

“Servicer Termination” means a termination of the Servicing Agreement prior to the expiration of its term upon which the Back-Up Servicer replaces the Servicer pursuant to the terms of the Back-Up Servicing Agreement and the Servicing Agreement.

“Standard of Performance” has the meaning assigned to such term in Section 3.01 hereof.

“UTF” means UT Finance Corporation, a Delaware corporation.

“U.S. Bankruptcy Code” has the meaning assigned to such term in Section 8.02(c)(iii).

“WEST” has the meaning assigned to such term in the preamble to this Agreement.

“Willis” means Willis Lease Finance Corporation, a Delaware corporation.

“Year” has the meaning assigned to such term in the Servicing Agreement or Back-Up Servicing Agreement, as the case may be.

A-3

SCHEDULE I

ACCOUNTS

I-1

EX-11.1 14 a05-18192_4ex11d1.htm STATEMENT REGARDING COMPUTATION OF PER SHARE EARNINGS

Exhibit 11.1

WILLIS LEASE FINANCE CORPORATION

AND SUBSIDIARIES

Computation of Earnings Per Share

(In thousands, except per share data, unaudited)

	Three Months ended September 30,						Nine Months ended September 30,
	2005			2004			2005		2004

Basic
Earnings:
Net (loss) income	$	(501	)	$	(245	)	$	2,024	$	3,584

Shares:
Average common shares outstanding	9,097			8,959			9,050		8,908

Basic (loss) earnings per common share	$	(0.06	)	$	(0.03	)	$	0.22	$	0.40

Assuming full dilution
Earnings:
Net (loss) income	$	(501	)	$	(245	)	$	2,024	$	3,584

Shares:
Average common shares outstanding	9,097			8,959			9,050		8,908
Potentially dilutive common shares outstanding	—			—			429		353
Diluted average common shares outstanding	9,097			8,959			9,479		9,261

Diluted (loss) earnings per common share	$	(0.06	)	$	(0.03	)	$	0.21	$	0.39

Supplemental information:

The difference between average common shares outstanding to calculate basic and assuming full dilution is due to options outstanding under the 1996 Stock Options/Stock Issuance Plan. See also Note 7, Earnings Per Share

EX-31.1 15 a05-18192_4ex31d1.htm 302 CERTIFICATION

Exhibit 31.1

CERTIFICATIONS

I, Charles F. Willis IV, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Willis Lease Finance Corporation;

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 23, 2005

	/s/ Charles F. Willis, IV
	Charles F. Willis, IV
	Chief Executive Officer and President

EX-31.2 16 a05-18192_4ex31d2.htm 302 CERTIFICATION

Exhibit 31.2

CERTIFICATIONS

I, Monica J. Burke, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Willis Lease Finance Corporation;

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 23, 2005	/s/ Monica J. Burke
	Monica J. Burke
	Chief Financial Officer
	Executive Vice President

EX-32 17 a05-18192_4ex32.htm 906 CERTIFICATION

Exhibit 32

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Each of the undersigned hereby certifies, in his or her capacity as an officer of Willis Lease Finance Corporation (the “Company”), for purposes of 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his or her knowledge:

• the Quarterly Report of the Company on Form 10-Q for the period ended September 30, 2005, fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and

• the information contained in such report fairly presents, in all material respects, the financial condition and results of operation of the Company.

Dated: November 23, 2005

/s/ Charles F. Willis IV
President and Chief Executive Officer


/s/Monica J. Burke
Chief Financial Officer and Executive Vice President

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