AMENDED AND RESTATED INDENTURE

Indenture Agreement

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WILLIS LEASE FINANCE CORP | DEUTSCHE BANK TRUST COMPANY | Moodys Investors Service, Inc | Willis Lease Finance Corporation | Wilmington Trust Company

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Title: AMENDED AND RESTATED INDENTURE
Governing Law: New York Date: 3/31/2009
Industry: Rental and Leasing Law Firm: Pillsbury Winthrop Sector: Services

AMENDED AND RESTATED INDENTURE, Parties: willis lease finance corp , deutsche bank trust company , moodys investors service inc , willis lease finance corporation , wilmington trust company

Exhibit 10.18

EXECUTION VERSION

REDACTED COPY

Portions of this Exhibit 10.18 have been omitted pursuant to a confidential treatment request. The omitted material has been filed separately with the Securities and Exchange Commission.

AMENDED AND RESTATED INDENTURE

dated as of December 13, 2007

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

		Page

ARTICLE I

DEFINITIONS

Section 1.01	Definitions	1
Section 1.02	Rules of Construction	49
Section 1.03	Compliance Certificates and Opinions	51
Section 1.04	Acts of Noteholders	52

ARTICLE II

THE NOTES

Section 2.01	Authorization of Notes; Amount of Outstanding Principal Balance; Terms; Form; Execution and Delivery	53
Section 2.02	Restrictive Legends	56
Section 2.03	Note Registrar and Paying Agent	58
Section 2.04	Paying Agent to Hold Money in Trust	59
Section 2.05	Method of Payment	60
Section 2.06	Minimum Denomination	61
Section 2.07	Exchange Option	61
Section 2.08	Mutilated, Destroyed, Lost or Stolen Notes	62
Section 2.09	Payments of Transfer Taxes	63
Section 2.10	Additional Notes	63
Section 2.11	Book-Entry Registration	66
Section 2.12	Special Transfer Provisions	68
Section 2.13	Temporary Definitive Notes	71
Section 2.14	Statements to Noteholders	72
Section 2.15	CUSIP, CINS AND ISIN Numbers	74
Section 2.16	Debt Treatment of Notes	74

ARTICLE III

ACCOUNTS; PRIORITY OF PAYMENTS

Section 3.01	Establishment of Accounts; Investments	74
Section 3.02	Collections Account	76
Section 3.03	Engine Acquisition Account	77
Section 3.04	Senior Restricted Cash Account	79
Section 3.05	Junior Restricted Cash Account	80
Section 3.06	Engine Reserve Account	81

Section 3.07	Security Deposit/Lessee-Funded Account; Lease Sub-Account	82
Section 3.08	Expense Account	83
Section 3.09	Series Accounts	84
Section 3.10	Redemption/Defeasance Account	84
Section 3.11	Engine Replacement Account	85
Section 3.12	Hedge Payment Account	86
Section 3.13	Calculations	86
Section 3.14	Payment Date Distributions from the Collections Account	90
Section 3.15	Allocation Rules	96
Section 3.16	Certain Redemptions	99
Section 3.17	Procedure for Redemptions	100
Section 3.18	Collections Loans; Warehouse Loan	101
Section 3.19	Adjustments in Targeted Principal Balances	102
Section 3.20	Senior Liquidity Facility	103

ARTICLE IV

DEFAULT AND REMEDIES

Section 4.01	Events of Default	108
Section 4.02	Remedies Upon Event of Default	110
Section 4.03	Limitation on Suits	112
Section 4.04	Waiver of Existing Defaults	112
Section 4.05	Restoration of Rights and Remedies	113
Section 4.06	Remedies Cumulative	113
Section 4.07	Authority of Courts Not Required	113
Section 4.08	Rights of Noteholders to Receive Payment	114
Section 4.09	Indenture Trustee May File Proofs of Claim	114
Section 4.10	Undertaking for Costs	114
Section 4.11	Control by Noteholders	114
Section 4.12	Purchase Rights of the Series B Noteholders	115

ARTICLE V

REPRESENTATIONS, WARRANTIES AND COVENANTS

Section 5.01	Representations and Warranties	115
Section 5.02	General Covenants	117
Section 5.03	Portfolio Covenants	126
Section 5.04	Operating Covenants	130

ARTICLE VI

THE INDENTURE TRUSTEE

Section 6.01	Acceptance of Trusts and Duties	134

Section 6.02	Absence of Duties	135
Section 6.03	Representations or Warranties	135
Section 6.04	Reliance; Agents; Advice of Counsel	135
Section 6.05	Not Acting in Individual Capacity	137
Section 6.06	No Compensation from Noteholders	137
Section 6.07	Notice of Defaults	138
Section 6.08	Indenture Trustee May Hold Securities	138
Section 6.09	Corporate Trustee Required; Eligibility	138
Section 6.10	Reports by WEST	138
Section 6.11	Compensation	138
Section 6.12	Conditions Precedent	139

ARTICLE VII

SUCCESSOR INDENTURE TRUSTEES

Section 7.01	Resignation and Removal of Indenture Trustee	139
Section 7.02	Appointment of Successor	139

ARTICLE VIII

INDEMNITY

Section 8.01	Indemnity	141
Section 8.02	Noteholders’ Indemnity	141
Section 8.03	Survival	141

ARTICLE IX

SUPPLEMENTAL INDENTURES

Section 9.01	Supplemental Indentures Without the Consent of the Noteholders	142
Section 9.02	Supplemental Indentures with the Consent of Noteholders	143
Section 9.03	Execution of Supplemental Indentures	144
Section 9.04	Effect of Supplemental Indentures	144
Section 9.05	Reference in Notes to Supplemental Indentures	145

ARTICLE X

MODIFICATION AND WAIVER

Section 10.01	Modification and Waiver with Consent of Holders	145
Section 10.02	Modification Without Consent of Holders	146
Section 10.03	Subordination and Priority of Payments	146
Section 10.04	Execution of Amendments by Indenture Trustee	146

iii

ARTICLE XI

SUBORDINATION

Section 11.01	Subordination	147
Section 11.02	Rights of Subrogation	148
Section 11.03	Further Assurances of Junior Representatives	148
Section 11.04	Enforcement	148
Section 11.05	Continued Effectiveness	148
Section 11.06	Senior Claims and Junior Claims Unimpaired	149

ARTICLE XII

DISCHARGE OF INDENTURE; DEFEASANCE

Section 12.01	Discharge of Liability on the Notes; Defeasance	149
Section 12.02	Conditions to Defeasance	150
Section 12.03	Application of Trust Money	151
Section 12.04	Repayment to WEST	151
Section 12.05	Indemnity for Government Obligations and Corporate Obligations	151
Section 12.06	Reinstatement	152

ARTICLE XIII

MISCELLANEOUS

Section 13.01	Right of Indenture Trustee to Perform	152
Section 13.02	Waiver	152
Section 13.03	Severability	153
Section 13.04	Notices	153
Section 13.05	Assignments	155
Section 13.06	Currency Conversion	155
Section 13.07	Application to Court	156
Section 13.08	Governing Law	157
Section 13.09	Jurisdiction	157
Section 13.10	Counterparts	157
Section 13.11	Table of Contents, Headings, Etc.	157
Section 13.12	Compliance with Anti-Terrorism and Money-Laundering Regulations	158

Schedule		Description

Schedule 1		Engine Subsidiaries
Schedule 2-1		Engine Trusts on Initial Closing Date
Schedule 2-2		Engine Trusts on Effective Date
Schedule 3		Leasing Subsidiaries
Schedule 4-1		Initial Engines
Schedule 4-2		Effective Date Engines
Schedule 5		Conditions Precedent to Acquisition of Additional Engines
Schedule 6		Conditions Precedent to Funding of Discretionary Engine Modifications
Schedule 7		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

This AMENDED AND RESTATED INDENTURE, dated as of December 13, 2007 (the “ Amended and Restated Indenture ”), is 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, as indenture trustee of each Series of Notes (the “ Indenture Trustee ”), and amends and restates the Indenture, dated as of August 9, 2005 (the “ Original Indenture ”), between WEST and the Indenture Trustee.

WITNESSETH:

WHEREAS, WEST and the Indenture Trustee entered into the Original Indenture, as thereafter supplemented by the Series A1 Supplement, dated as of August 9, 2005 (“ Series 2005-A1 Supplement ”), the Series A2 Supplement, dated as of August 9, 2005 (the “ Series 2005-A2 Supplement ”), the Series B1 Supplement, dated as of August 9, 2005 (the “ Series 2005-B1 Supplement ”), and the Series B2 Supplement, dated as of August 9, 2005 (the “ Series 2005-B2 Supplement ”), pursuant to which WEST issued the Initial Notes;

WHEREAS, WEST has requested that the Indenture Trustee agree to various amendments to the Original Indenture and, on behalf of the Indenture Trustee, WEST has delivered a notice of such request and proposed amendments to the Holders of all of the Notes issued under the Original Indenture, asking whether or not the Indenture Trustee should consent to such amendments;

WHEREAS, the Holders of all the Notes have consented to all of the amendments requested by WEST;

WHEREAS, WEST wishes to amend and restate the Original Indenture in its entirety by the execution and delivery of this Amended and Restated Indenture;

WHEREAS, this Amended and Restated Indenture, together with the Series 2005-A1 Supplement, the Series 2005-A2 Supplement, the Series 2005-B1 Supplement, the Series 2005-B2 Supplement and as hereafter supplemented, modified and amended, shall be referred to as, the “ Indenture ”;

NOW, THEREFORE, in consideration of the premises and mutual agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

Section 1.01 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.

“ Acceleration Default ” means any Event of Default of the type described in Section 4.01(f) or 4.01(g) hereof.

“ Account ” means each of the Collections Account, the Expense Account, the Engine Replacement Account, the Security Deposit/Lessee-Funded 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, the Senior Cash Collateral Account, the Hedge Payment Account, the Qualified Escrow Account and any other accounts established and maintained in accordance with this Indenture, together with all 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 WEST Group Member in a Permitted Engine Acquisition.

“ Acquisition Balance Redemption ” has the meaning given to such term in Section 3.16(b) hereof.

“ Act ” has the meaning, with respect to any Noteholder, given to such term in Section 1.04(a) 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 aircraft engine acquired by a WEST Group Member (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 Issuance ” has the meaning given to such term in Section 2.10 hereof.

“ 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 or aircraft engine, such Engine’s or aircraft engine’s Base Value, adjusted for the actual maintenance status of such Engine or aircraft 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 (reduced by the amount of such cost funded from the Engine Reserve Excess Balance in the Engine Acquisition Account) 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” means 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.

“ 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, 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 Modified Net Sale Proceeds in a Replacement Exchange,

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

the amount of the Modified Net Sale Proceeds to be so reinvested, provided , however , that, for purposes of calculating Maximum Borrowing Base, Senior Borrowing Base, Junior Borrowing Base and Appraisal Deficiency Amount, (x) the Adjusted Borrowing Values of the Engines described in clause (i) shall be reduced by the aggregate amount of the Reserve Engine Adjusted Borrowing Values as of the date of determination, and (y) if all or a portion of the Adjusted Base Value of the Engine that was the subject of an Engine Disposition described in clause (ii) consists of a Reserve Engine Adjusted Borrowing Value, only the Modified Net Sale Proceeds in excess of such Reserve Engine Adjusted Borrowing Value of such Engine as of the date of such Engine Disposition shall be taken into account for purposes of clause (ii).

“ 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.

“ aircraft engine ” means a basic power jet propulsion engine assembly for an aircraft that is Stage 3 or later compliant (without reliance on a noise reduction or “hush” kit), including its essential accessories as supplied by the manufacturer of such aircraft engine, but excluding the nacelle, and including any QEC Kit and any and all modules and Parts incorporated in, installed on or attached to each such engine from time to time and any substitutions therefor.

“Airworthiness Directive” means any mandatory maintenance directive issued by any Aviation Authority having jurisdiction over any Engine or by the FAA or the 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.

“ Amended and Restated Indenture ” has the meaning set forth in the preamble 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 Budget ” means an operating budget and an Engine expenses budget that has been adopted by WEST for the period beginning on the Initial Closing Date and ending December 31, 2005 and for each calendar year thereafter through December 31, 2007, and that will be adopted for each succeeding calendar year.

“ Annual Report ” has the meaning given to such term in Section 2.14(a) hereof.

“ Applicable Date ” means, (a) in respect of each annual Maintenance Reserve Evaluation, January 1 of the year in which it is delivered, and (b) in respect of any Maintenance Reserve Evaluation delivered in connection with the issuance of an Additional Series of Notes, the date specified in the related Supplement.

“ 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.

“ Applicable Percentage ” means, as of the Determination Date next preceding any Redemption Date in respect of an Additional Series of Fixed Rate Notes, a fraction the numerator of which is the excess, if any, of (i) the portion of the Outstanding Principal Balance of the Notes of such Additional Series being redeemed over (ii) the excess, if any, of (A) the Outstanding Principal Balance of such Notes as of such Determination Date (after giving effect to any reductions therein that would have been made on such Payment Date in the absence of any such Redemption) over (B) the Assumed Principal Balance of such Notes as of such Determination Date, and the denominator of which is the Assumed Principal Balance of such Notes as of such Determination Date.

“Applied Provider Advance” means the portion of any Provider Advance Balance in the Senior Cash Collateral Account withdrawn as a Shortfall Drawing.

“ Appraisal ” means a desktop appraisal of an Engine or an aircraft engine, i.e., an appraisal without a physical inspection of an Engine or an aircraft engine, performed by an Appraiser to determine the Appraised Value of such Engine or aircraft 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.

“Assumed Principal Balance” means, as of the Determination Date immediately preceding any Redemption Date in respect of the Redemption of an Additional Series of Fixed Rate Notes, the sum of the Assumed Principal Payments for such Series.

“ Assumed Principal Payments ” means, as of the Determination Date immediately preceding any Redemption Date in respect of the Redemption of an Additional Series of Fixed Rate Notes, each of the principal payment amounts for such Additional Series of Fixed Rate Notes for each date specified in a schedule in the Supplement relating to such Additional Series of Fixed Rate Notes falling after such Redemption Date and ending on the final Payment Date for such Additional Series of Fixed Rate Notes or any other specified date.

“ 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 during the period beginning on such Determination Date and ending on such Payment Date, including Investment Earnings for the Collection Period ending on such Determination Date, the amount of any Collections Loan being made on such Payment Date and any transfers from the Security Deposit/Lessee-Funded Account and the Engine Reserve Account but excluding any Shortfall Advances and any Shortfall Drawings from the Senior Cash Collateral Account and any withdrawals from the Senior Restricted Cash Account or the Junior Restricted Cash Account.

“ Available Sale Proceeds ” means the following portions of Modified Net Sale Proceeds from an Engine Disposition:

(a) If WEST does not elect to reinvest any of the Modified Net Sale Proceeds from an Engine Disposition in a Replacement Exchange, the Available Sale Proceeds will be equal to the Modified Net Sale Proceeds in excess of the Reserve Proceeds from such Engine Disposition, and such Available Sale Proceeds 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 Sale Proceeds from an Engine Disposition in a Replacement Exchange but in fact reinvests less than all of such Modified Net Sale Proceeds within the Replacement Period, the Available Sale Proceeds will be equal to the amount of the Modified Net Sale Proceeds from such Engine Disposition, if any, which is in excess of the Reserve Proceeds from such Engine Disposition and which is transferred to the Collections Account at the end of the applicable Replacement Period, and such Available Sale 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 Sale Proceeds from an Engine Disposition, the portion of the Modified Net Sale Proceeds, if any, which is in excess of the Reserve Proceeds from such Engine Disposition and which is not to be reinvested, will be treated as Available Sale Proceeds and will be included in the Available Collections Amount on the next succeeding Payment Date; if the portion of the Modified Net Sale Proceeds from such Engine Disposition that WEST elects to reinvest is not fully reinvested, then the excess, if any, of the amount that is not reinvested over the Reserve Proceeds from such Engine Disposition will be treated as Available Sale Proceeds and will be included in the Available Collections Amount on the first Payment Date succeeding the end of the Replacement Period.

“ Average Life Date ” means, with respect to any Additional Series of Fixed Rate Notes as of any Payment Date, the last day of a period equal to the Remaining Weighted Average Life of such Additional Series (as determined for such Payment Date) that begins on such Payment Date.

“ Aviation Authority ” means the FAA, the 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” means 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” means 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 Series B Notes, the meaning given to such term in the related Supplement.

“ Base Interest Amount” means, with respect to any Series of Series B Notes, that amount of Base Interest due and payable on such Series B Notes on a Payment Date, including any Base Interest due and payable on such Series B Notes 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 3.13(d)(ii) hereof.

“ Base Value ” means, with respect to an Engine or an aircraft engine, an Appraiser’s opinion of the underlying economic value of the Engine or aircraft engine, in an open, unrestricted, stable market environment with a reasonable balance of supply and demand, and with full consideration of the Engine’s or aircraft 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.

“ Buyer ” has the meaning set forth in Schedule 5 hereto.

“ Calyon ” means Calyon New York Branch, a société anonyme organized and existing under the laws of the Republic of France, acting through its New York branch.

“Cape Town Convention” means the Convention on International Interests in Mobile Equipment and the Protocol to the Convention on International Interests in Mobile Equipment on Matters Specific to Aircraft Equipment, signed in Cape Town, South Africa on December 16, 2001, together with all regulations and procedures issued in connection therewith, and all other rules, amendments, supplements, modifications, and revisions thereto, all as in effect under the laws of the United States of America, as a contracting state.

“ Cede ” means, Cede & Co., as nominee for DTC.

“ CFM56-7B Engine ” means a model CFM56-7B aircraft engine manufactured by CFM International.

“ 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 Internal 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 was no Collection Period for the first Payment Date in respect of the Initial Notes, and the payments of principal and interest made on such first Payment Date were funded in part out of the proceeds of the Initial Notes and 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 Sale Proceeds deposited in the Engine Replacement Account or a Qualified Escrow Account, not applied to the purchase or funding of an Additional Engine or Qualified Engine Modification and transferred from the Engine Replacement Account (or received from a Qualified Intermediary) due to a failure to acquire or fund Additional Engines or Qualified Engine Modifications within the relevant 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 Acquisition Account, (ix) any proceeds of any Collections Loan made pursuant to Section 3.18 hereof, (x) the portion of the Net Proceeds of the Series 2005-A1 Term Notes and Series 2005-B1 Term 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 (w) any funds to be applied in connection with a Redemption, (x) any Shortfall Advances or Shortfall Drawings, (y) any amounts received as equity contributions permitted by Section 5.02(i) and (z) 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 3.18 hereof and used to increase the Available Collections Amount on the applicable Payment Date, subject to the terms of such Section 3.18.

“ 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 given 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.

“ Consent Fee ” means any fee paid to the Holders of a Series of Notes in connection with their review and/or approval of proposed amendments of the Indenture or any other matter requiring their consent, whether by a Required Majority or by all Holders, as such fee may be approved in accordance with Section 5.02(d).

“ Contract of Sale ” has the meaning given to such term in the Cape Town Convention.

“ 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; provided , however , that, for the Senior Liquidity Facility (including any Replacement Liquidity Facility), at any time from and including the date that is no earlier than 30 months from the date on which a Collateral Liquidation Notice has been delivered, the Senior Liquidity Provider shall have the right to elect, by at least fifteen (15) Business Days’ prior written notice to the Indenture Trustee, to become the Control Party for the Series A Notes thereafter, but only for so long as any Liquidity Obligations due to the Senior Liquidity Provider remain unpaid.

“ 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 60 Wall Street, MS NYC 60-2606, New York, NY 10005, Attention: Trust & Security Services - Structured Finance Services, 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 3.14 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 that are Term Notes, the period beginning on the Closing Date for such Series of Term 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 Sale Proceeds to be calculated without deducting the amount of the Disposition Fee).

“Dollars” or “$” means the lawful currency of the United States of America.

“Downgrade Advance” has the meaning given to such term in Section 3.20(c).

“ Downgrade Event ” has the meaning given to such term in the Senior Liquidity Facility.

“Downgraded Facility” has the meaning given to such term in Section 3.20(b).

“ 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:

(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) Any other event or condition approved by a Requisite Majority as an amendment to this definition of Early Amortization Event.

“ 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.

“ Effective Date ” means the date of this Amended and Restated Indenture.

“ Effective Date Engines ” means the Initial Engines and all other Engines that have been acquired by WEST up to and including the Effective Date, as all such Engines are identified on Schedule 4-2 hereto.

“ 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, and including the Senior Liquidity Provider so long as the Senior Liquidity Provider shall otherwise so qualify and shall have waived all rights of set-off and counterclaim with respect to the account to be maintained as an Eligible Account.

“ 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 an aircraft engine owned by any WEST Group Member that is subject to the Lien of the Security Trustee under an Engine Mortgage.

“ Engine Acquisition Account ” has the meaning given to such term in Section 3.01(a) hereof.

“ Engine Cycle ” means the operation of an Engine on an aircraft during a single flight from take-off to landing.

“ 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 Deposit ” has the meaning given to such term in Section 5.04(d) hereof.

“ Engine Reserve Excess Amount ” means, as of the Effective Date, the excess of the Balance in the Engine Reserve Account as of the Effective Date over the initial Engine Reserve Minimum Balance and, as of any Payment Date after the Effective Date, the excess of the Balance in the Engine Reserve Account as of the related Determination Date over the sum of (a) the Engine Reserve Minimum Balance as of such Determination Date and (b) the MRE Reserve Increment, if any, applicable as of such Determination Date, provided , that, if an Engine Reserve Deposit is greater than zero on any Payment Date, the Engine Reserve Excess Amount shall be deemed to be zero on such Payment Date.

“ Engine Reserve Excess Balance ” means the portion of the Balance in the Engine Acquisition Account equal to the sum of the Engine Reserve Excess Amounts deposited in the Engine Acquisition Account minus the amounts withdrawn from the Engine Acquisition Account that are designated as withdrawals of such Engine Reserve Excess Amounts in accordance with Section 3.03.

“ Engine Reserve Minimum Balance ” means (a) as of the Effective Date, the greater of the Engine Reserve Required Amount and the Half-Life Restoration Amount, each as determined in the Maintenance Reserve Appraisal, and (b) as of any Determination Date after the delivery of the Maintenance Reserve Evaluation during the first quarter of 2008, the amount specified as such in such Maintenance Reserve Evaluation or any subsequent Maintenance Reserve Evaluation that in each case is effective as of such Determination Date as provided in Section 5.04(d)(ii).

“ Engine Reserve Required Amount ” means, in respect of the Maintenance Reserve Appraisal and any Maintenance Reserve Evaluation, an amount equal to the product of (a) ten percent (10%) and (b) the sum of (i) the Engine Shop Visit Cost and (ii) the Life Limited Parts Cost, each as determined in the Maintenance Reserve Appraisal or such Maintenance Reserve Evaluation.

“ Engine Shop Visit Cost ” means the total cost of engine shop visits for all of the Engines in the Portfolio as of the Applicable Date in the Maintenance Reserve Evaluation setting forth such cost.

“ Engine Subsidiaries ” means, as of the Initial Closing Date, 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 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, as of the Initial Closing Date, each owner trust agreement with an Engine Trustee in effect on the Initial Closing Date, as set forth on Schedule

2-1 hereto, 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, as of the Initial Closing Date, Wells Fargo Bank Northwest, National Association, and its successors as owner trustee or statutory trustee under the Engine Trust Agreements set forth on Schedule 2-1 hereto, 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.

“ FAA ” means the United States Federal Aviation Authority or any governmental authority succeeding to the functions thereof.

“Fee Letter” means the letter between WEST and the Senior Liquidity Provider establishing the fees and other amounts to be paid by WEST in respect of the Senior Liquidity Facility and any such letter between WEST and any replacement Senior Liquidity Provider.

“ 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.

“ 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 ” means 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.

“ Half-Life Restoration Amount ” means the sum, if positive, of the Maintenance Adjustment to Half-Life for each of the Engines in the Portfolio as of the Applicable Date of a Maintenance Reserve Evaluation; if such sum is negative, the Half-Life Restoration Amount shall be zero.

“ 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 Account ” has the meaning given to such term in Section 3.12 hereof.

“ Hedge Payment Shortfall ” has the meaning given to such term in Section 3.13(d)(i) 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.

“ Increased Costs ” has the meaning, with respect to any Series of Warehouse Notes, given to such term in the Supplement for such Series of Warehouse Notes.

“ 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 Indenture 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 WEST Group Member, 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) 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. A portion of the Initial Borrowing Value of an Engine may consist of a Reserve Engine Initial Borrowing Value, but any reference to the Initial Borrowing Value of an Engine shall be a reference to the entire Initial Borrowing Value of such Engine, without regard to any such Reserve Engine Initial Borrowing Value.

“ Initial Closing Date ” means August 9, 2005.

“ Initial Engine ” means each of the Engines (or an interest therein) identified on Schedule 4-1 hereto that was 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 was 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)(vii) 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 3.14 hereof, and (iii) is consistent with the requirements of Section 5.02(f)(iv).

“International Interest” has the meaning set forth in the Cape Town Convention.

“International Registry” has the meaning set forth in the Cape Town Convention.

“ Investment Earnings ” means the actual amount of income earned on Permitted Investments during any specified period with respect to the Balance in any Account net of losses and investment expenses of the Administrative Agent in making such investments.

“ 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.

“ JT8D-200 Engine ” means a model JT8D-200 aircraft engine manufactured by Pratt & Whitney, a division of United Technologies, Inc.

“ Junior Borrowing Base ” means, as of any date of determination, the sum of (a) ***of the then Aggregate Adjusted Borrowing Value plus (b) the Balance in the Engine Acquisition Account on such date plus (c) the Balance in the Junior Restricted Cash Account on such date plus (d) the Balance in the Senior Restricted Cash 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.

“ 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 Claim ” means (a) with respect to WEST Expenses, all other amounts payable in accordance with Section 3.14 and (b) with respect to any other amount payable in accordance with Section 3.14, all amounts other than Prior Ranking Amounts in respect of such amount.

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

“ Junior Claimant ” means the holder of a Junior Claim.

“ 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. The Junior Restricted Cash Amount may be reduced by WEST subject to (a) receipt of a Rating Agency Confirmation and (b) consent of the Control Party for each Outstanding Series B Note.

“ Junior Restricted Cash Account ” has the meaning given to such term in Section 3.01(a) hereof.

“ Junior Shortfall ” has the meaning given to such term in Section 3.13(d) hereof.

“ 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.

“ Lease Security Assignment ” means each lease security assignment executed and delivered by a WEST Subsidiary substantially in the form attached to the Security Trust Agreement, pursuant to which such WEST Subsidiary shall grant a security interest to the Security Trustee in its rights in the head Lease of the Engine from a WEST Group Member and related assets and in all Leases of such Engine.

“Lease Sub-Account” means a ledger account maintained by the Administrative Agent in accordance with Section 3.07 with respect to Security Deposits and with respect to Maintenance Reserve Payments that are to be maintained as Segregated Funds.

“ Leasing Subsidiaries ” means, as of the Initial Closing Date, 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 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 meaning 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 Indenture Trustee and notified in writing by the Indenture 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 Reuters Screen LIBOR01 (or otherwise on such page or screen as may replace such Reuters Screen) 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 such Reuters Screen (or otherwise as aforesaid), “ LIBOR ” means the rate per annum equal to the average rate at which the principal London offices of Calyon 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.

“ Lien ” means the security interest in the Mortgage Collateral created by the Engine Mortgages.

“ Life Limited Parts ” means all parts of the Engines in the Portfolio that must or should be replaced after their use for a specified number of Engine Cycles on the Engine in which any such part is installed.

“ Life Limited Parts Cost ” means the cost of replacing all Life Limited Parts in the Engines in the Portfolio as of the Applicable Date set forth in the Maintenance Reserve Evaluation setting forth such cost.

“ Liquidity Advance ” means a Shortfall Advance, a Non-Extension Advance or a Downgrade Advance.

“ Liquidity Event of Default ” means the serving of a Collateral Liquidation Notice by the Control Party for the Senior Series under the Indenture to WEST following the occurrence of an Event of Default.

“ Liquidity Expenses ” means, with respect to the Senior Liquidity Facility, all Liquidity Obligations thereunder other than (a) the Liquidity Fee, (b) the principal amount of any Liquidity Advance under the Senior Liquidity Facility and (c) any interest accrued on any such Liquidity Obligations.

“ Liquidity Fee ” means the commitment fee payable to the Senior Liquidity Provider pursuant to the Fee Letter.

“ Liquidity Obligations ” means, with respect to the Senior Liquidity Facility, all principal, interest, fees and other amounts owing to the Senior Liquidity Provider under the Senior Liquidity Facility.

“ 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 Adjustment to Half-Life ” means, for each Engine, an amount for each Engine equal to the sum, which may be positive or negative, of (a) the difference between (i) one-half of the cost of a shop visit for such Engine and (ii) the product of (A) the cost of such a shop visit and (B) a fraction, the numerator of which is the expected flight hours remaining to the next shop visit for such Engine and the denominator of which is the average total flight hours between shop visits for such Engine and (b) the difference between (i) one-half of the list price of each Life Limited Part in such Engine and (ii) the product of (A) such list price and (B) a fraction, the numerator of which is the remaining cycles before such Life Limited Part must be replaced and the denominator of which is the total number of allowable cycles for such Life Limited Part. The amount in clause (a) is positive if the Engine has less than one-half of the average total flight hours between shop visits remaining to the next shop visit and negative if it has more than one-half of the average total flight hours between shop visits remaining to the next shop visit; the amount in clause (b) is positive for each Life Limited Part if such Life Limited Part has less than one half of the allowable cycles for such Life Limited Part until replacement is required and negative for each Life Limited Part if such Life Limited Part has more than one half of the allowable cycles for such Life Limited Part until replacement is required.

“ Maintenance Reserve Appraisal ” means an appraisal, prepared by SH&E, of the Life Limited Parts Cost, the Engine Shop Visit Cost and the Engine Reserve Required Amount with respect to the Engines in the Portfolio as of the Effective Date.

“ Maintenance Reserve Deficit ” has the meaning given to such term in the definition of “Maintenance Reserve Evaluation.”

“ Maintenance Reserve Evaluation ” means (a) prior to the Effective Date, 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, and (b) after the Effective Date, an evaluation prepared by SH&E, or other Person appointed by the Controlling Trustees, as to the following items:

(i) the Life Limited Parts Cost and the Engine Shop Visit Cost as of the Applicable Date for such evaluation and the Engine Reserve Required Amount based on such amounts,

(ii) the Maintenance Adjustment to Half-Life for each Engine in the Portfolio as of the Applicable Date for such evaluation and the Half-Life Restoration Amount based on such amounts,

(iii) the Engine Reserve Minimum Balance, which shall be the greater of the Engine Reserve Required Amount and the Half-Life Restoration Amount determined pursuant to clauses (i) and (ii),

(iv) the projected Lessor’s expenses related to maintenance of the Engines in the Portfolio during the lesser of twenty-five (25) years from the Applicable Date for such Maintenance Reserve Evaluation and the remaining expected life of all the Engines in the portfolio (as determined by the Person preparing the Maintenance Reserve Evaluation) as of such Applicable Date (such period, the “ Relevant Evaluation Period ”),

(v) the projected Maintenance Reserve Payments from Lessees and other Lessor’s revenues related to the maintenance of the Engines, taking into account then existing Leases and Future Leases using assumptions that are reasonably acceptable to the Controlling Trustees, and the resulting funds expected to be deposited in the Engine Reserve Account during the Relevant Evaluation Period,

(vi) a schedule of the projected balances in the Engine Reserve Account for each Payment Date during such Relevant Evaluation Period taking into account (x) the Balance in the Engine Reserve Account as of the Applicable Date, (y) the funds projected to be deposited in the Engine Reserve Account during the Relevant Evaluation Period (as determined pursuant to clause (v)) and (z) the projected maintenance costs during the Relevant Evaluation Period (as determined pursuant to clause (iv)), and assuming that all amounts in excess of the Engine Reserve Minimum Balance (as determined pursuant to clause (iii)) on each Payment Date during the Relevant Evaluation Period are transferred to the Engine Acquisition Account; and

(vii) the amounts, if any (each, a “ Maintenance Reserve Deficit ”) by which any of the projected balances in the schedule prepared pursuant to clause (vi) above is less than the projected costs of engine overhaul and maintenance for the Interest Accrual Period beginning on such Payment Date.

“ Maintenance Reserve Payment ” means any payment (including any use payment) deposited in or credited to the Collections 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.

“ 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, plus (b) the Balance in the Engine Acquisition Account on such date, plus (c) the Balance in the Senior Restricted Cash Account on such date plus (d) the Balance in the Junior Restricted Cash 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 ” means, 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.

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

“ 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 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 this Indenture and 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 2.14(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 and the Lease Security Assignments create a Lien.

“ MRE Balance Increment ” has the meaning given to such term in Section 5.04(d).

“ 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 Senior Shortfall ” has the meaning given to such term in Section 3.13(d).

“Non-Extended Facility” has the meaning given to such term in Section 3.20(d).

“Non-Extension Advance” has the meaning given to such term in Section 3.20(d).

“ 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 Costs, in the case of any Series of Warehouse Notes, and indemnification payments, in each case 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, (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, and (iv) Liquidity Expenses.

“ 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 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 that are not Service Provider Fees. Ordinary Course Expenses include the following: (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, including the registration of International Interests, Prospective International Interests and Contracts of Sale in the International Registry.

“ Original Indenture ” has the meaning set forth in the recitals hereof.

“ 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 means, 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.

“ 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 ” has the meaning given to such term in Section 3.13(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; and (ix) any Encumbrance arising under the Senior Liquidity Facility.

“ 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) 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.

“ 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.

“ Prior Ranking Amounts ” has the meaning given to such term in Section 3.14 hereof.

“ 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)(ii) hereof.

“ Proceeding ” means any suit in equity, action at law, or other judicial or administrative proceeding.

“ Prohibited Country ” has the meaning given to such term in Section 5.03(e) hereof.

“ Projected Principal Payment Amounts ” means, as of the Determination Date immediately preceding any Redemption Date, the Applicable Percentage of the Assumed Principal Payments of each Series of Additional Notes that are Fixed Rate Notes.

“Prospective International Interest” has the meaning given to such term in the Cape Town Convention.

“Provider Advance” means a Downgrade Advance or a Non-Extension Advance.

“Provider Advance Balance” means the portion of the Balance in the Senior Cash Collateral Account equal to any Downgrade Advance or Non-Extension Advance deposited therein pursuant to Section 3.20, decreased by the amount of any Shortfall Drawings withdrawn therefrom and increased by the amounts deposited therein pursuant to Section 3.14.

“ 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.

“ QIB ” means a Qualified Institutional Buyer.

“ 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 all or a portion of the Modified Net Sale 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.

“Q ualified 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.

“ 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 a Refinancing, an Optional Redemption, an Acquisition Balance Redemption, a Tax Redemption or a Warehouse Note 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 3.17(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, as specified in the applicable Supplement for such Series of Notes. The Redemption Premium on any Additional Series of Notes that are Fixed Rate Notes, if specified in the applicable Supplement for such

Additional Series of Fixed Rate Notes, shall be equal to the excess, if any, of (1) the discounted present value of the Projected Principal Payment Amounts of such Additional Series of Fixed Rate Notes and interest thereon from the applicable Redemption Date and including the applicable final Payment Date by discounting such payments at a discount rate equal to the applicable Treasury Yield plus the margin, if any, specified in the applicable Supplement for such Additional Series of Fixed Rate Notes, over (2) the Applicable Percentage of such Additional Series of Fixed Notes and all accrued and unpaid interest thereon.

“ Redemption Price ” means, (a) with respect to any Series of Notes that will be the subject of a Refinancing or an Optional 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, the Redemption Premium specified in such Supplement, and (b) with respect to any Series of Notes that will be the subject of an Acquisition Balance Redemption, a Tax-Redemption or a Warehouse Note Redemption, an amount equal to the Outstanding Principal Balance of such Series with (other than in the case of a Warehouse Note Redemption) all accrued and unpaid interest thereon but without any 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.

“Refinancing Expenses” means all out-of-pocket costs and expenses incurred in connection with an offering and issuance of Additional Notes in a Refinancing.

“ 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 Acquisition Agreements, the Administrative Agency Agreement, the Servicing Agreement, the Back-Up Administrative Agency Agreement, the Back-Up Servicing Agreement, each Enhancement Agreement, this Indenture, any Hedging

Agreements, the Notes, each Supplement, the Security Documents, the Fee Letter and the Senior Liquidity Facility, together with all certificates, documents and instruments delivered pursuant to any of the foregoing.

“ Relevant Evaluation Period ” has the meaning given to such term in the definition of “Maintenance Reserve Evaluation.”

“ 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 3.13(a) through (e).

“ Remaining Engine ” means (a) any Initial Engine for which title thereto was not transferred to an Engine Subsidiary on or prior to the Initial Closing Date and which was 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.

“ Remaining Weighted Average Life ” means, with respect to any Series of Notes on any Payment Date, (a) the sum of the products of (i) the portion of each Projected Principal Payment Amount allocable to such Series in accordance with Section 3.15 hereof on each subsequent Payment Date (each, a “ Subsequent Date ”) and (ii) the number of months remaining until such Subsequent Date divided by (b) the Outstanding Principal Balance of such Series on such Payment Date.

“ 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 any WEST Group Member 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 Modified Net Sale 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 Modified Net Sale Proceeds in a Replacement Exchange in accordance with Section 3.11 hereof.

“ Replacement Liquidity Facility ” means an irrevocable revolving credit agreement (or agreements), complying with all the requirements of Section 3.20(e) hereof, in substantially the form of the Senior Liquidity Facility, including reinstatement provisions, or in such other form or forms (which may include a letter of credit, surety bond, hedge, financial insurance policy or guaranty) as shall permit the Rating Agencies to confirm in writing their respective ratings then in effect for the Series A Notes (before downgrading of such ratings, if any, as a result of the downgrading of the ratings of the replaced Senior Liquidity Provider), and in a face amount (or in an aggregate face amount) equal to the then Senior Liquidity Facility Maximum Commitment for the replaced Senior Liquidity Facility and issued by a Person (or Persons) having an unsecured short-term or long-term (as the case may be) debt rating and a short-term or long-term

issuer credit rating, as the case may be, issued by each Rating Agency which is equal to or higher than the Threshold Rating or such other ratings and qualifications as shall permit the Rating Agencies to confirm in writing their respective ratings then in effect for the Series A Notes (before downgrading of such ratings, if any, as a result of the downgrading of the ratings of the replaced Senior Liquidity Provider). Without limitation of the form that a Replacement Liquidity Facility otherwise may have pursuant to the preceding sentence, a Replacement Liquidity Facility may have a Stated Expiration Date earlier than fifteen (15) days after the Final Maturity Date of the Series A Notes, so long as such Replacement Liquidity Facility provides for a Non-Extension Advance as contemplated by Section 3.20(d).

“ Replacement Period ” means, with respect to any portion of the Modified Net Sale 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.

“Repurchase” means to repurchase, defease or otherwise acquire or retire any Notes.

“ 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 3.13(a)(ii).

“ 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.

“ Reserve Engine Adjusted Borrowing Value ” means the Reserve Engine Initial Borrowing Value of an Additional Engine, adjusted downward as provided in the definition of

“Adjusted Borrowing Value.” If the Purchase Price of an Additional Engine is funded entirely with Engine Reserve Excess Amounts, then the Reserve Engine Adjusted Borrowing Value of such Additional Engine will be equal to the Adjusted Borrowing Value of such Additional Engine.

“ Reserve Engine Initial Borrowing Value ” means the portion of the Initial Borrowing Value of an Additional Engine proportionate to the portion of the Purchase Price of such Additional Engine funded with Engine Reserve Excess Amounts. If the Purchase Price of an Additional Engine is funded entirely with Engine Reserve Excess Amounts, then the Reserve Engine Initial Borrowing Value of such Additional Engine will be equal to the Initial Borrowing Value of such Additional Engine.

“ Reserve Proceeds ” means, with respect to an Engine Disposition, the portion of the Modified Net Sale Proceeds equal to the lesser of (a) the amount of such Modified Net Sale Proceeds and (b) the portion of the Adjusted Borrowing Value of the Engine that was the subject of such Engine Disposition consisting of Reserve Engine Adjusted Borrowing Value.

“ 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, (ii) with respect to WEST, any Controlling Trustee and (iii) with respect to the Senior Liquidity Provider and the Administrative Agent, any Person designated as a Responsible Officer by such Senior Liquidity Provider or the Administrative Agent, as applicable.

“ Rule 144A ” means Rule 144A under the Securities Act.

“ Sale 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 (x) the Modified Net Sale Proceeds realized from such Engine Disposition exceeds (y) 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 Obligations ” has the meaning given to such term in the Security Trust Agreement.

“ 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 Deposit/Lessee-Funded Account ” has the meaning given to such term in Section 3.01(g) 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 Lease Security Assignments, 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, and the International Interests constituted pursuant to, the Security Trust Agreement, the Engine Mortgages and the Lease Security Assignments.

“ 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, plus (b) the Balance in the Engine Acquisition Account on such date, plus (c) the Balance in the Senior Restricted Cash 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 Cash Collateral Account ” has the meaning given to such term in Section 3.01(f) hereof.

“ Senior Liquidity Facility ” means the Revolving Credit Agreement, dated as of December 13, 2007, between WEST and the initial Senior Liquidity Provider or any Replacement Liquidity Facility entered into between WEST and a replacement Senior Liquidity Provider.

“ Senior Liquidity Facility Available Amount ” means, at any time of determination, (a) the Senior Liquidity Facility Required Amount at such time minus (b) the aggregate amount of each advance made under the Senior Liquidity Facility and Outstanding at such time; provided that following a Downgrade Advance or a Non-Extension Advance, the Senior Liquidity Facility Available Amount shall be zero.

“ Senior Liquidity Facility Maximum Commitment ” with respect to any Payment Date, means the product of (a) four percent (4%) and (b) the sum of (i) the Outstanding Principal Balance of all Series A Term Notes (other than the Series 2005-A1 Term Notes) as of such Payment Date and (ii) the Maximum Commitment under the Series A Warehouse Notes as of such Payment Date.

“ Senior Liquidity Facility Required 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 (other than the Series 2005-A1 Term 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. The Senior Liquidity Facility Required Amount may be reduced by WEST subject to receipt of a Rating Agency Confirmation.

“ Senior Liquidity Provider ” means Calyon or any Person that is the Senior Liquidity Provider under a Replacement Liquidity Facility that becomes the Senior Liquidity Facility.

“ 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 Outstanding Principal Balance of the Series 2005-A1 Term Notes as of such date, after giving effect to all principal payments made on such date in respect of such Series 2005-A1 Term 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.

“ Senior Shortfall ” has the meaning given to such term in Section 3.13(d) hereof.

“ Series ” means any series of Notes established pursuant to a Supplement.

“ Series 2005-A1 Portion ” means, in respect of a Hedge Payment Shortfall on a Payment Date, the product of (a) such Hedge Payment Shortfall, and (b) a fraction, the numerator of which is the Stated Interest Amount for the Series 2005-A1 Term Notes on such Payment Date and the denominator of which is the sum of the Stated Interest Amounts for all Series A Notes on such Payment Date.

“ Series 2005-A1 Priority Principal Amount ” means the aggregate amount of all withdrawals from the Senior Restricted Cash Account pursuant to Section 3.04(c) that have not been replenished as of the delivery of a Collateral Liquidation Notice, minus the aggregate amount of all payments of principal on the Series 2005-A1 Term Notes after the delivery of the Collateral Liquidation Notice, provided that the Series 2005-A1 Priority Principal Amount shall not be less than zero.

“ Series 2005-A1 Shortfall ” has the meaning given to such term in Section 3.13(d) hereof.

“ Series 2005-A1 Supplement ” has the meaning set forth in the preamble hereof.

“ Series 2005-A1 Term Notes ” means the Series A1 Notes issued by WEST pursuant to the Series 2005-A1 Supplement.

“ Series 2005-A2 Supplement ” has the meaning set forth in the preamble hereof.

“ Series 2005-A2 Warehouse Notes ” means the Series A2 Floating Rate Secured Notes issued by WEST pursuant to the Series 2005-A2 Supplement.

“ Series 2005-B1 Supplement ” has the meaning set forth in the preamble hereof.

“ Series 2005-B1 Term Notes ” means the Series B1 Notes issued by WEST pursuant to the Series 2005-B1 Supplement.

“ Series 2005-B2 Supplement ” has the meaning set forth in the preamble hereof.

“ Series 2005-B2 Warehouse Notes ” means the Series B2 Floating Rate Secured Notes issued by WEST pursuant to the Series 2005-B2 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 3.15(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 the product of (a) *** and (b) the Available Sale 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 3.19(b).

“ Series A Payment Date Scheduled Disposition Fraction ” means, for any Payment Date a fraction, the numerator of which is the product of (a) *** and (b) the Available Sale 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 3.19(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.

“ 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 Term Note ” means a Term Note designated as a Series A Note.

“ 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 the product of (a) *** and (b) the Available Sale 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 and Series B Notes on such Payment Date, as adjusted for any Optional Redemption pursuant to Section 3.19(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.

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

“ 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 Term Note ” means a Term Note designated as a Series B Note.

“ 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, and the Senior Liquidity Facility shall not constitute 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 ” has, with respect to any Series, the meaning given to such term in Section 2.10(d).

“ 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 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” means 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.

“Shortfall Advance” has the meaning given to such term in Section 3.20(a) hereof.

“ Shortfall Drawing ” has the meaning given to such term in Section 3.20(f)(i) hereof .

“ 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, preparation of 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.

“ Stage 3 ” means, with respect to an aircraft engine, that such aircraft engine is capable of being operated on a “Stage 3 airplane,” as defined in 14 CFR §36.1(f)(6), in compliance with the Stage 3 noise levels prescribed in section B36.5(c) of appendix B to 14 CFR part 36.

“ Stated Expiration Date ” means, with respect to the Senior Liquidity Facility, the then applicable Expiry Date, as defined in such Senior Liquidity Facility.

“ 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 3.13(d)(i) hereof.

“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 WEST Group Member 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 3.15(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 3.16(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.

“Threshold Rating” means either (x) a short-term unsecured debt rating of at least “F1” from Fitch and “P1” from Moody’s or (y), to the extent such short term rating is unavailable, a long-term unsecured debt rating of at least “A-” from Fitch and “A3” from Moody’s.

“ 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.

“ Treasury Yield ” means, with respect to any Redemption of each Additional Series of Notes that are Fixed Rate Notes (unless an alternative calculation is provided by the terms thereof), on any Payment Date, the interest rate (expressed as a semiannual decimal and, in the case of United States Treasury bills, converted to a bond equivalent yield) determined on the fourth Business Day prior to such Payment Date to be the per annum rate equal to the semiannual yield to maturity for United States Treasury securities maturing on the Average Life Date of such class and trading in the public securities markets either (i) as determined by interpolation between the most recent weekly average yield to maturity for two series of United States Treasury securities trading in the public securities markets, (A) one maturing as close as possible to, but earlier than, the Average Life Date of such class and (B) the other maturing as close as possible to, but later than, the Average Life Date of such class in each case as published in the most recent H.15 (519) or (ii) if a weekly average yield to maturity for United States Treasury securities maturing on the Average Life Date of such class is reported in the most recent H.15 (519), such weekly average yield to maturity as published in such H.15 (519). For the purposes of this definition, “ H.15 (519) ” means the weekly statistical release designated as such, or any successor publication, published by the Board of Governors of the Federal Reserve System, and the most recent H.15 (519) is the H.15 (519) published prior to the close of business on the fourth Business Day prior to the applicable Payment Date.

“ Trust Agreement ” means that certain Trust Agreement, dated the Initial Closing Date, between the Owner Trustee and Willis, as Depositor.

“Trust Collateral” has the meaning given to such term in the Security Trust Agreement.

“ 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.

“ 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(e)(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 Loan ” means a Loan the proceeds of which are to be deposited in the Engine Acquisition Account pursuant to Section 3.18 hereof and used to fund the acquisition of Additional Engines and/or the cost of Discretionary Engine Modifications.

“ Warehouse Loan Agreement ” means, with respect to any Series of Warehouse Notes, the note purchase agreement or other agreement pursuant to which the Holders of such Warehouse Notes agree to make Loans.

“ Warehouse Note ” means any Note issued as part of a Warehouse Series.

“ Warehouse Note Redemption ” has the meaning given to such term in Section 3.16(d) hereof.

“ 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 ” has the meaning set forth in the preamble hereof.

“ WEST Expenses ” means, for any Payment Date, any 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 and that are not Ordinary Course Expenses, Service Provider Fees or Liquidity Expenses. WEST Expenses include the following: (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, including legal fees and expenses incurred in connection with the proposed issuance of any Additional Notes; (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 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 2-1, Schedule 2-2 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:

(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 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.

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.

(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.

ARTICLE II

THE NOTES

Section 2.01 Authorization of Notes; Amount of Outstanding Principal Balance; Terms; Form; Execution and Delivery .

(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 consist of four (4) Series: the Series 2005-A1 Term Notes, the Series 2005-B1 Term Notes, the Series 2005-A2 Warehouse Notes and the Series 2005-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 2.10 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 Supplements pursuant to this Indenture. Each Series of Series A Notes and Series B Notes shall be created by a separate Supplement and, except for the Initial Notes, shall be given a numeric designation consisting of the year in which such Series is issued. Each Series of Term Notes shall be given the designation A1 or B1, as applicable, and each Series of Warehouse Notes shall be given the designation of A2 or B2, as applicable. If multiple Series of Term Notes or Warehouse Notes are issued in a single calendar year, the second and each additional Series of Term Notes or Warehouse Notes issued in such year shall be given additional consecutive numbers, beginning with the second Series issued in such year,

which shall be given the number “2,” provided that each such additional consecutive number shall not be given to more than one Series of Series A Term Notes, one Series of Series B Term Notes, one Series of Series A Warehouse Notes and one Series of Series B Term Notes issued at the same time or within any calendar year.

(c) Unless otherwise specified in the applicable Supplement, interest shall accrue on any Series of Floating Rate Notes from the relevant Closing Date and shall be computed for each Interest Accrual Period on the basis of a 360-day year and the actual number of days elapsed in such Interest Accrual Period on the Outstanding Principal Balance of such Note. Unless otherwise specified in the applicable Supplement, interest shall accrue on any Series of Fixed Rate Notes from the relevant Closing Date and shall be computed for each Interest Accrual Period on the basis of a 360-day year and one-twelfth of an annual interest payment on the Outstanding Principal Balance and, in the case of the first Interest Accrual Period and any incomplete Interest Accrual Period, on the basis of a 360-day year consisting of twelve 30-day months and the actual number of days elapsed in such Interest Accrual Period. Any amount of premium or interest on any Series Notes not paid when due shall, to the fullest extent permitted by Applicable Law, bear interest (other than the portion thereof included in the amount of interest for such Series of Notes) as set forth in the applicable Supplement from the date when due until such amount is paid or duly provided for, payable on the next succeeding Payment Date after making payments entitled to priority under Section 3.14 hereof.

(d) 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.

(e) 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.

(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.

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

(g) 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.

(h) 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.

(i) 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.

Section 2.02 Restrictive Legends .

Except as specified in Section 2.12(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 EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS AN INSTITUTIONAL “ACCREDITED INVESTOR” (AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT) (AN “INSTITUTIONAL ACCREDITED INVESTOR”) OR (C) IT IS NOT

A U.S. PERSON (WITHIN THE MEANING OF REGULATION S) AND IS ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (2) AGREES THAT IT WILL NOT BEFORE TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE OF THIS NOTE AND THE LAST DATE THAT WILLIS ENGINE SECURITIZATION TRUST, A DELAWARE STATUTORY TRUST (“WEST”), OR ANY OF ITS AFFILIATES OWNED THIS NOTE, RESELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO WEST OR ANY SUBSIDIARY THEREOF, (B) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) TO AN INSTITUTIONAL ACCREDITED INVESTOR THAT, PRIOR TO SUCH TRANSFER, FURNISHES 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 OF CASES (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 2.12 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

(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.

Section 2.04 Paying Agent to Hold Money in Trust .

(a) 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.

(b) 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 .

(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.

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, provided that the requirements of this sentence

with respect to any Holder that is a QIB shall be satisfied by delivery of an indemnity of such Holder in form and substance satisfactory to the Indenture Trustee and an affidavit of such Holder as to the destruction, loss or theft. 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 .