Exhibit 10.26
WILLIS ENGINE SECURITIZATION TRUST,
as issuer of the Notes,
and
DEUTSCHE BANK TRUST COMPANY AMERICAS,
as Indenture Trustee
GENERAL SUPPLEMENT
2009-1
Dated as of March 20, 2009
to
AMENDED AND RESTATED INDENTURE
Dated as of December 13, 2007
TABLE OF CONTENTS
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Page
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ARTICLE I
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DEFINITIONS
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Section 1.01.
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Definitions
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1
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ARTICLE II
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AMENDMENTS
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Section 2.01.
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Amendments to Definitions
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1
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Section 2.02.
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Amendment to Section 5.02(m)(i) of the
Indenture
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2
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Section 2.03.
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Deletion of Section 5.02(m)(iii) of
the Indenture
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2
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ARTICLE III
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EFFECTIVE DATE
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Section 3.01.
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Effective Date
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2
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ARTICLE IV
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MISCELLANEOUS PROVISIONS
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Section 4.01.
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Ratification of Indenture
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2
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Section 4.02.
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Counterparts
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3
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Section 4.03.
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Governing Law; Jurisdiction
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3
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Section 4.04.
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Amendments and Modifications
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3
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Section 4.05.
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Waiver of Jury Trial
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3
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i
This GENERAL SUPPLEMENT 2009-1,
dated as of March 20, 2009 (as amended, modified or
supplemented from time to time, this “ Supplement
”), issued pursuant to, and incorporating the terms of, the
Amended and Restated Indenture, dated as of December 13, 2007
(as previously supplemented and as further amended, modified or
supplemented from time to time, the “ Indenture
”), is entered into between WILLIS ENGINE SECURITIZATION
TRUST, a Delaware statutory trust, as issuer of the Notes under the
Indenture (“ WEST ”), and DEUTSCHE BANK TRUST
COMPANY AMERICAS, a New York banking corporation, as Indenture
Trustee (the “ Indenture Trustee ”).
WITNESSETH THAT:
WHEREAS, WEST has requested that the
Indenture Trustee agree to amendments to the Indenture and, on
behalf of the Indenture Trustee, WEST has delivered a written
notice of such request and proposed amendments to the Holders of
all of the Notes issued under the Indenture, asking whether or not
the Indenture Trustee should consent to such amendments;
WHEREAS, a Requisite Majority of the
Holders of the Notes has consented to the amendments requested by
WEST;
WHEREAS, WEST has delivered a
written notice of such amendments to the Senior Liquidity Provider,
and the Senior Liquidity Provider has consented to such amendments,
subject to certain limitations;
WHEREAS, as required under the
Indenture, WEST has provided a prior written notice to the Rating
Agencies setting forth the substance of such amendments;
and
WHEREAS, WEST wishes to amend the
Indenture in the foregoing respects by the execution and delivery
of this Supplement.
NOW THEREFORE, in consideration of
the mutual agreements herein contained, the parties hereto agree as
follows:
ARTICLE I
DEFINITIONS
Section 1.01.
Definitions . Capitalized terms used herein and not
otherwise defined shall have the meaning set forth in the
Indenture. The conventions of construction and usage set forth in
Section 1.02 of the Indenture are hereby incorporated by
reference in this Supplement.
ARTICLE II
AMENDMENTS
Section 2.01.
Amendments to Definitions . (a) The definitions
of “Hedged Lease” and “Maximum Required Hedge
Amount” in the Indenture are hereby deleted.
(b)
Clause (f) of the definition of “Early Amortization
Event” in the Indenture is hereby amended and restated in its
entirety to read as follows:
&nb
