EX-10.5 6 willispwspareandqecneb.htm EX-10.5 willispwspareandqecneb
This document contains proprietary informa on of Interna onal Aero Engines, LLC (“IAE LLC”). IAE LLC offers the informa on contained in this document on the condi on that you not disclose or reproduce the informa on to or for the benefit of any third party without IAE LLC’s wri en consent. Neither receipt nor possession of this document, from any source, cons tutes IAE LLC’s permission. Possessing, using, copying or disclosing this document to or for the benefit of any third party without IAE LLC’s wri en consent may result in criminal and/or civil liability. This document does not contain any export regulated technical data. NOTE: Certain Confiden al Informa on in this document (indicated by [*]) has been omi ed because it is both (i) not material and (ii) would likely cause compe ve harm if publicly disclosed. Willis PW Spare and QEC NEB (SEC Redacted version) 30JUN24Execution Version) 18JUN24 v.1.docx CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. SUCH EXCLUDED INFORMATION HAS BEEN MARKED WITH “[*]”. CONTRACT TO PURCHASE [*] SPARE ENGINES AND QEC KITS BETWEEN INTERNATIONAL AERO ENGINES, LLC AND WILLIS LEASE FINANCE CORPORATION, FOR ITSELF AND AS SERVICER DATED JUNE 19, 2024 IAE LLC Proprietary - Subject to the Restric ons on the Front Page NOTE: Certain Confiden al Informa on in this document (indicated by [*]) has been omi ed because it is both (i) not material and (ii) would likely cause compe ve harm if publicly disclosed. Willis PW Spare and QEC NEB (SEC Redacted version) 30JUN24Execution Version) 18JUN24 v.1.docx Page 2 TABLE OF CONTENTS 1. DEFINITIONS ..................................................................................................................................... 3 2. SPARE ENGINE PURCHASE, PRICE AND PAYMENT ............................................................................ 4 3. ENGINE [*]........................................................................................................................................ 7 4. WARRANTIES, AND SERVICE POLICIES ............................................................................................. 7 5. RESERVED ......................................................................................................................................... 8 6. SALE AND PART OUT ........................................................................................................................ 8 7. EVENTS OF DEFAULT AND TERMINATION ........................................................................................ 9 8. COMPLIANCE WITH LAW, GOVERNING LAW AND FORUM ............................................................ 10 9. MISCELLANEOUS ............................................................................................................................ 13 LIST OF APPENDICES Error! Reference source not found. [*] Engine Model Specification Error! Reference source not found. Delivery Schedule and Pricing Error! Reference source not found. [*] Engine and Parts Service Policy Error! Reference source not found. Reserved Error! Reference source not found. QEC KIT Appendix 6 QEC Excluded Parts Appendix 7A Forms of Warranty Bill of Sale Appendix 7B Forms of Warranty Bill of Sale QEC Appendix 8 List of Permitted Affiliates IAE LLC Proprietary - Subject to the Restric ons on the Front Page NOTE: Certain Confiden al Informa on in this document (indicated by [*]) has been omi ed because it is both (i) not material and (ii) would likely cause compe ve harm if publicly disclosed. Willis PW Spare and QEC NEB (SEC Redacted version) 30JUN24Execution Version) 18JUN24 v.1.docx Page 3 THIS CONTRACT is made this 19th day of June, 2024 (this “Contract”), BETWEEN INTERNATIONAL AERO ENGINES, LLC, a limited liability company organized and existing under the laws of Delaware, with a place of business located at 400 Main Street, East Hartford, Connecticut 06118, United States of America (hereinafter called “IAE LLC”); and WILLIS LEASE FINANCE CORPORATION, a corporation organized and existing under the laws of the State of Delaware, with a place of business located at 4700 Lyons Technology Parkway, Coconut Creek, Florida 33073, United States of America (for itself and in its capacity as Servicer on behalf of the Permitted Affiliates (as defined below), hereinafter called “Willis”). IAE LLC and Willis hereinafter are referred to individually as a “Party” and collectively as the “Parties”. WHEREAS: Willis desires to purchase from IAE LLC, and IAE LLC desires to sell to Willis, eleven (11) new [*] Spare Engines, and up to four (4) additional [*] Spare Engines, which will be operated by one or more lessees of IAE LLC to support such lessee’s [*] family aircraft powered by [*] engines; Willis desires to purchase from IAE LLC, and IAE LLC desires to sell to Willis, eleven (11) new QEC Kits, and up to four (4) additional new QEC Kits, for the subject Spare Engines; and The Parties hereby set out the terms on which Willis will purchase the Spare Engines and the QEC Kits from IAE LLC and IAE LLC will sell such Spare Engines and QEC Kits to Willis. NOW THEREFORE, THE PARTIES AGREE AS FOLLOWS: 1. DEFINITIONS In this Contract, unless the context otherwise requires: 1.1 “Aircra ” means an [*] family aircra operated by a lessee of IAE LLC. 1.2 “Bill of Sale” means a bill of sale in the form a ached as Appendix 7 to this Contract. 1.3 “Cer fica on Authority” means the United States Federal Avia on Administra on or “FAA”. 1.4 “Delivery Date” means the date set forth in Error! Reference source not found. for each Spare Engine, subject to adjustment as set forth therein. IAE LLC Proprietary - Subject to the Restric ons on the Front Page NOTE: Certain Confiden al Informa on in this document (indicated by [*]) has been omi ed because it is both (i) not material and (ii) would likely cause compe ve harm if publicly disclosed. Willis PW Spare and QEC NEB (SEC Redacted version) 30JUN24Execution Version) 18JUN24 v.1.docx Page 4 1.5 “Delivery Loca on” means [*]. 1.6 "Engine Bag” means a new IAE LLC-approved engine moisture and vapour proof storage bag. 1.7 “Engine Stand” means a new IAE LLC-approved engine transporta on stand. 1.8 “Parts” has the meaning set forth in the Service Policy. 1.9 “QEC Kit” means serviceable quick engine change kits bearing part number [*] (or equivalent) with the specifica ons iden fied in Appendix 5 to this Contract and which excludes the QEC Kit Excluded Parts. The QEC Kit does not include BFE parts and Nacelle parts. 1.10 “QEC Kit Excluded Parts” means the QEC Kit parts that do not form part of the Engine for the purposes of this Contract and that are listed in Appendix 6 to this Agreement. 1.11 “Permi ed Affiliates” means, collec vely, those par es set forth in Appendix 8 a ached hereto, or such other par es as consented to in wri ng by IAE LLC, such consent not to be unreasonably withheld or delayed; provided, however, that if (i) any such party at any me becomes subject to any event described in Sec ons 7.1.1a-7.1.1d, or (ii) IAE LLC is legally prohibited from doing business with such party, then such party shall cease to be a Permi ed Affiliate. 1.12 “Spare Engine” means, individually or collec vely as the context requires, IAE LLC [*] engines that are the subject of this Contract, described as Standard Equipment as specified in Appendix 1. Each Spare Engine will include a QEC Kit. 1.13 “Spare Engine Part” means any part in a Spare Engine that is manufactured and sold by IAE LLC and delivered new in a Spare Engine. 1.14 “Specifica on” means the IAE LLC Engine Specifica ons a ached as Error! Reference source not found.. 1.15 “Standard Equipment” means any item iden fied under the Standard Equipment sec on in the Specifica on. 2. SPARE ENGINE PURCHASE, PRICE AND PAYMENT 2.1 Spare Engines and QEC Kits purchase from IAE LLC 2.1.1 Subject to Willis’ payment of the Spare Engine Purchase Price, IAE LLC hereby agrees to sell to Willis, and Willis hereby agrees to purchase from IAE LLC, the Spare Engines to be delivered as per the schedule set forth in Appendix 2.


 
IAE LLC Proprietary - Subject to the Restric ons on the Front Page NOTE: Certain Confiden al Informa on in this document (indicated by [*]) has been omi ed because it is both (i) not material and (ii) would likely cause compe ve harm if publicly disclosed. Willis PW Spare and QEC NEB (SEC Redacted version) 30JUN24Execution Version) 18JUN24 v.1.docx Page 5 2.1.2 Each Spare Engine delivery requires one (1) Spare Engine Bag and one (1) Spare Engine Stand. IAE LLC shall provide Willis with an Engine Bag and a Spare Engine Stand, to be delivered with each Spare Engine according to the schedule set forth in Error! Reference source not found.. 2.1.3 Subject to Willis’ payment of the Spare Engine Purchase Price pursuant to Sec on 2.2, IAE LLC hereby agrees to sell to Willis, and Willis hereby agrees to purchase from IAE LLC, the QEC Kits to be delivered pursuant to Error! Reference source not found.. 2.1.4 IAE LLC may elect to sell up to four (4) addi onal Spare Engines to Willis a er [*], and Willis shall purchase such Spare Engines a er such elec on by IAE LLC, subject to the terms of this Contract, provided that: (i) IAE LLC provides Willis with at least [*] no ce prior to the expected delivery date for such addi onal Spare Engine, and (ii) Willis receives such no ce(s) by no later than [*]. Unless otherwise agreed by the Par es, IAE LLC may elect to sell no more than [*] addi onal Spare Engines in any one calendar month. 2.2 The purchase price for each Spare Engines is the amount set forth in the table below (the “Purchase Price”). EXPRESSED IN JANUARY 2024 UNITED STATES DOLLARS ENGINE TYPE PURCHASE PRICE [*] [*] The Purchase Price includes the Engine Stand, Engine Bag and QEC Kit. 2.2.1 No fewer than [*] prior to each applicable date of Delivery of a Spare Engine, IAE LLC shall invoice and Willis shall pay the Spare Engine Purchase Price in the amount of [*] for each Spare Engine. Such payment shall be paid to and received by IAE LLC on the date that the applicable Spare Engine is available for delivery and subject to sa sfac on of all other requirements of this Contract. This payment must be received by IAE LLC prior to transfer of tle of the applicable Spare Engine. 2.2.2 [*] 2.2.3 All payments to IAE LLC shall be made by cash wire transfer to the following account unless otherwise instructed by IAE LLC in wri ng: IAE LLC Proprietary - Subject to the Restric ons on the Front Page NOTE: Certain Confiden al Informa on in this document (indicated by [*]) has been omi ed because it is both (i) not material and (ii) would likely cause compe ve harm if publicly disclosed. Willis PW Spare and QEC NEB (SEC Redacted version) 30JUN24Execution Version) 18JUN24 v.1.docx Page 6 [*] 2.3 Delivery Title and Risk of Loss or Damage 2.3.1 On the Delivery Date for each Spare Engine, Engine Bag and Engine Stand, IAE LLC will transfer tle to Willis or its Permi ed Affiliate, to be evidenced by delivery of a Warranty Bill of Sale (either physically or electronically) in the form of Appendix 7 a ached hereto. Such tle transfer of the Spare Engine(s), Engine Bag and Engine Stand shall cons tute delivery (“Delivery”) of such Spare Engines to Willis. [*] For the avoidance of doubt, IAE LLC shall retain risk of loss of the Spare Engines throughout the Delivery. 2.3.2 IAE LLC will provide Willis with the Spare Engine serial number no later than [*] prior to the Delivery Date. 2.4 Condi ons Precedent for IAE Without prejudice to Article 7, IAE LLC’s obligation to deliver, or cause to be delivered, the Spare Engine(s), Engine Bag(s), and Engine Stand(s) and the QEC Kit(s) is subject to the nonexistence of the following events, the existence of which will excuse IAE LLC from delivering, or causing to be delivered, the Spare Engine(s), Engine Bag(s), or Engine Stand(s) or the QEC Kit(s) until such time as the event is cured (provided that such event is capable of being cured): 2.4.1 a con nuing event of default (taking into account any applicable grace period) by Willis in any payment due under this Contract (including any Appendix or amendments hereto); or 2.4.2 any event that is a Termina on Event (as defined below) or would cons tute a Termina on Event, but for lapse of me, has occurred and is con nuing. 2.5 Closing 2.5.1 Date of Closing. IAE LLC and Willis will use commercially reasonable efforts to cause the sale of each Spare Engine to occur on the scheduled Closing date. 2.5.2 Closing. For each Spare Engine, upon the sa sfac on or waiver, each as confirmed by Willis, of each of the condi ons precedent set forth in Sec on 2.4 with respect to such Spare Engine (other than receipt of the Bill of Sale), and upon the sa sfac on or waiver, each as confirmed by IAE LLC, of each of the condi ons precedent set forth in Sec on 2.4 with respect to such Spare Engine (other than receipt of the Acceptance Cer ficate), Willis will execute and deliver the Acceptance Cer ficate for the Spare Engine to IAE LLC in escrow and IAE LLC will execute and deliver the Bill of Sale for the Engine to Buyer in escrow. Upon IAE LLC Proprietary - Subject to the Restric ons on the Front Page NOTE: Certain Confiden al Informa on in this document (indicated by [*]) has been omi ed because it is both (i) not material and (ii) would likely cause compe ve harm if publicly disclosed. Willis PW Spare and QEC NEB (SEC Redacted version) 30JUN24Execution Version) 18JUN24 v.1.docx Page 7 IAE LLC’s receipt of the Spare Engine’s Purchase Price (which confirma on will be given promptly upon receipt, and in no event later than the same Business Day), the Bill of Sale and the Acceptance Cer ficate for the Spare Engine will be automa cally released from escrow at such me (each, a “Closing”). 2.6 Documenta on, Inspec on and Acceptance 2.6.1 IAE LLC will ensure that the Spare Engines conform to the Specifica on through the maintenance of procedures, systems and records approved by the Cer fica on Authority, and that a duly signed FAA-issued Authorized Release Cer ficate (FAA Form 8130-3, Airworthiness Approval Tag) or Cer ficate of Conformity (as the case may be) is issued for such purposes. 2.6.2 The Spare Engines will be accompanied by all of its related documenta on on the Delivery Date. When Willis is set up as an IAE LLC customer, as soon as prac cable, (i) within [*] for a preliminary version and (ii) within [*] for the final version, in each case following Delivery, the VSL Report link within the IAE LLC customer portal will be uploaded with an electronic copy of all such documenta on. 2.6.3 If Willis refuses, is unable to accept, or otherwise hinders delivery, or if IAE LLC at Willis’ wri en request agrees to delay delivery of any Spare Engine, Willis will nevertheless pay to IAE LLC or cause IAE LLC to be paid as if, for the purposes of payment only, such undelivered Spare Engine had been Delivered on the Delivery Date. Willis will also pay to IAE LLC such reasonable sums as IAE LLC may require for storing, maintaining and insuring such undelivered Spare Engine from the Delivery Date un l the date that Willis takes delivery of such Spare Engine. 3. ENGINE [*] 3.1.1 [*] 3.1.2 [*] 3.1.3 [*] 3.1.4 [*] IAE LLC Proprietary - Subject to the Restric ons on the Front Page NOTE: Certain Confiden al Informa on in this document (indicated by [*]) has been omi ed because it is both (i) not material and (ii) would likely cause compe ve harm if publicly disclosed. Willis PW Spare and QEC NEB (SEC Redacted version) 30JUN24Execution Version) 18JUN24 v.1.docx Page 8 4. WARRANTIES, AND SERVICE POLICIES 4.1 Warran es and Service Policies for the [*] Engine IAE LLC will provide Willis the benefits of the Warranties and Service Policies, which is attached as Error! Reference source not found., and LLP Life Assurance Plan (as previously provided) for the Spare Engines. 4.2 Warran es for the QEC Kits IAE LLC hereby warrants to Willis that, at the time of delivery of the QEC Kit, IAE LLC will transfer to Willis good, legal, and merchantable title to the QEC Kit, free and clear of any and all security interests, liens, claims, charges or other encumbrances. 4.3 Disclaimer of Addi onal Warran es for QEC Kits IAE LLC makes no warranty and disclaims all liability for goods, whether supplied by IAE LLC or not, that were not originally manufactured by or on behalf of IAE LLC, though IAE LLC will, make available to Willis the benefit of any warranty provided by such original manufacturer. 5. RESERVED 6. SALE AND PART OUT 6.1 Right of First Refusal With respect to each Spare Engine, for a period of [*] from the manufacture date of such Spare Engine, In the event Willis decides to transfer, sell, or otherwise dispose of any Spare Engine that is the subject of this Contract in an arm’s length transaction to an independent third party, Willis agrees to grant IAE LLC the right of first refusal to purchase such Spare Engine at the price and upon substantially the same payment terms offered by the third party. Upon receipt of any bona fide offer, Willis will notify IAE LLC in writing of the price and terms, and IAE LLC will respond to this notice within [*] after receipt thereof, indicating whether IAE LLC desires to exercise its rights hereunder. For purposes of this Section 6.1, a sale to an independent third party shall not include a sale by Willis to (i) [*]; provided, however, any such sale agreement with (i) or (ii) will grant IAE LLC the right of first to refusal to purchase such Spare Engine, consistent with the terms of this Section 6.1, in the event the Spare Engine is subsequently offered to be sold in an arm’s length transaction to an independent third party. 6.2 Covenant Against Spare Engine Part-Out Willis further agrees that the Spare Engines are for the sole purpose of supporting Willis’ engine leasing business through the loan or lease of such Spare Engines to Willis’


 
IAE LLC Proprietary - Subject to the Restric ons on the Front Page NOTE: Certain Confiden al Informa on in this document (indicated by [*]) has been omi ed because it is both (i) not material and (ii) would likely cause compe ve harm if publicly disclosed. Willis PW Spare and QEC NEB (SEC Redacted version) 30JUN24Execution Version) 18JUN24 v.1.docx Page 9 customers and that Willis (a) will not disassemble any such Spare Engine into parts to be used or sold separately, and (b) will ensure that any agreement with its customers will prohibit the disassembly of such Spare Engine into parts to be used or sold separately and will include IAE LLC as a third party beneficiary of such prohibition. This Section 6.2 applies with respect to each Spare Engine, for a period of [*] from the manufacture date of such Spare Engine. Willis’s failure to comply with this Article 6 is a material breach of this Contract. 7. EVENTS OF DEFAULT AND TERMINATION 7.1 Termina on Events 7.1.1 Each of the following cons tutes a “Termina on Event” under this Contract: a. Willis commences any case, proceeding or ac on with respect to it or its property in any jurisdic on rela ng to bankruptcy, insolvency, reorganiza on, dissolu on, liquida on, winding-up, or otherwise rela ng relief from or readjustment of any of its debts or obliga ons (excluding refinancing of its debt facili es); or b. Willis seeks the appointment of a receiver, trustee, custodian or other similar official for it or for all or substan ally all of its assets, or makes a general assignment for the benefit of its creditors; or c. Willis otherwise becomes subject to any case, proceeding or ac on of the type referred to in Sec ons 7.1.1a or 7.1.1b that is not stayed, dismissed or discharged within [*] of the filing thereof; or d. An ac on is commenced against Willis seeking issuance of a warrant of a achment, execu on, distraint or similar process against all or substan ally all of its assets that is not stayed, dismissed or discharged within [*] of the filing thereof; or e. Willis’s failure to pay when due any amount owed hereunder within [*] following such due date; or f. Willis’s breach of Sec on 7.1 or Sec on 8.1, or a material breach of any other provision hereunder. 7.1.2 This Contract will automa cally terminate upon the occurrence of any Termina on Event specified in Sec ons 7.1.1a through 7.1.1d above, upon which me all amounts then outstanding hereunder and which Willis is obligated to pay hereunder will become immediately due and payable to IAE LLC, in addi on IAE LLC Proprietary - Subject to the Restric ons on the Front Page NOTE: Certain Confiden al Informa on in this document (indicated by [*]) has been omi ed because it is both (i) not material and (ii) would likely cause compe ve harm if publicly disclosed. Willis PW Spare and QEC NEB (SEC Redacted version) 30JUN24Execution Version) 18JUN24 v.1.docx Page 10 to any and all other remedies available to IAE LLC under applicable law. Upon the occurrence of any other Termina on Event, IAE LLC may, at its op on, exercise any and all remedies available to it under applicable law, including, without limita on, the right by wri en no ce, effec ve immediately, to unilaterally terminate this Contract, upon which me all amounts then outstanding hereunder and which Willis is obligated to pay hereunder will become immediately due and payable to IAE LLC. In the event of any Termina on Event, all payments previously made by Willis hereunder are non- refundable. 7.2 Effect of Termina on Upon the expiration or termination of this Contract, all rights and obligations of the Parties, including without limitation IAE LLC’s obligation to deliver goods not yet delivered, will terminate. Notwithstanding the foregoing, any liabilities and obligations (including payment obligations and the Warranties) that have accrued and have not been previously paid, executed or discharged prior to expiration or termination will survive. 8. COMPLIANCE WITH LAW, GOVERNING LAW AND FORUM 8.1 Compliance with Export/Import Laws and Regula ons 8.1.1 The Par es agree to comply with any and all applicable export, import, sanc ons and U.S. an -boyco laws, regula ons, orders and authoriza ons that apply to their respec ve ac vi es and obliga ons set forth in this Contract (collec vely “Export Laws”), including but not limited to the Interna onal Traffic in Arms Regula ons (22 CFR 120-130) (“ITAR”), the Export Administra on Regula ons (15 CFR 730 et seq.) (“EAR”) and any regula ons and orders administered by the Treasury Department's Office of Foreign Assets Control Regula ons (31 CFR Chapter V). Nothing in this Contract shall be construed as requiring a Party to perform an obliga on that is noncompliant with any Export Laws. Furthermore, any Party that receives any technology, commodity, technical data, so ware, goods and services (including products derived from or based on such technical data) informa on or any other item subject to any applicable Export Laws, shall adhere to and comply with those laws, regula ons, orders and authoriza ons. 8.1.2 The Par es shall use best efforts to apply for, obtain, comply with and maintain all export, re-export, and transfer authoriza ons, including approvals, consents, licenses, agreements, registra ons and other authoriza ons (collec vely “Export Licenses”) that are required or may be required to perform the ac vi es and obliga ons set forth in this Agreement. No ITAR regulated items, technical data, or defense services will be provided without obtaining the proper authoriza on IAE LLC Proprietary - Subject to the Restric ons on the Front Page NOTE: Certain Confiden al Informa on in this document (indicated by [*]) has been omi ed because it is both (i) not material and (ii) would likely cause compe ve harm if publicly disclosed. Willis PW Spare and QEC NEB (SEC Redacted version) 30JUN24Execution Version) 18JUN24 v.1.docx Page 11 or Export Licenses. Upon IAE LLC’s request, Willis shall, without delay, provide any informa on and documenta on requested by IAE LLC in support of its Export Licenses applica ons or compliance ac vi es, including import cer ficates and end-user statements. 8.1.3 Prior to the transfer of any U.S. origin technical data, item or document, controlled by the EAR or ITAR, the transferring Party shall provide to the receiving Party the Export Control Classifica on Number (ECCN) or the ITAR category of such technical data and shall clearly indicate such on the technical data, item or document. 8.1.4 The Par es to this Contract shall not knowingly or unknowingly divert or cause to be diverted, any commodi es, technical data, so ware, goods and services (including products derived from or based on such technical data) subject to the Export Laws to any (i) person, (ii) en ty, (iii) country or (iv) any en ty located or incorporated in a country, that is on any denied party list or list of sanc oned countries, pursuant to either the Export Laws or any other applicable governing regula ons. 8.1.5 If ITAR or EAR controlled technical data or items are transferred to a U.S. en ty, then that en ty must only allow access to that technical data or items by the following personnel: (i) U.S. ci zens, or (ii) U.S. permanent resident alien, or (iii) who have U.S. protected individual status as defined by 8 USC 1324b(a)(3), or (iv) who are working under a valid U.S. export authoriza on. Upon request of the transferring Party, the receiving Party shall provide appropriate documenta on evidencing the aforemen oned requirements. 8.1.6 The Par es shall not export, re-export, transfer, disclose or otherwise provide physical or electronic access to technical data controlled under the Export Laws to any person (including unauthorized third-party informa on technology (“IT”) service providers) not authorized to receive said technical data under exis ng Export Laws and/or Export Licenses. 8.1.7 Neither Party shall modify or divert the other Party’s commodi es, technical data, so ware, goods and services (including products derived from or based on such technical data) subject to the Export Laws to any military applica on, unless (i) such Party receives advance, wri en authoriza on from the other Party and (ii) such modifica on or diversion is done in compliance with all applicable Export Laws. Neither Party shall modify or divert the other Party’s commodi es, technical data, so ware, goods and services (including products derived from or based on such technical data) subject to the Export Laws to any military applica on or other end-use prohibited by applicable Export Laws. IAE LLC Proprietary - Subject to the Restric ons on the Front Page NOTE: Certain Confiden al Informa on in this document (indicated by [*]) has been omi ed because it is both (i) not material and (ii) would likely cause compe ve harm if publicly disclosed. Willis PW Spare and QEC NEB (SEC Redacted version) 30JUN24Execution Version) 18JUN24 v.1.docx Page 12 8.1.8 Willis represents that it is aware that all sales and distribu on of IAE LLC’s Products, which include all tangible items and related so ware, technology or services (together “Products and Services”), may cons tute an export, re-export, or retransfer of such Products and Services. Willis cer fies that such sales and distribu on will be conducted in accordance with applicable Export Laws, which may require prior approval and/or prohibit transac ons with sanc oned countries/regions or designated par es/en es/individuals. Willis shall not sell, transfer, export, or re-export the Products and Services, or provide any warranty, repair, replacement, or guarantee services for end-use in Cuba, Iran, North Korea, Russia, and/or Syria. 8.1.9 The United States (“U.S.”) restricts the export, re-export, or transfer of certain U.S. controlled items under the U.S. Department Commerce Control List to military end-users and for certain military end-uses in countries iden fied in 15 C.F.R. § 744.21 of the U.S. EAR, as amended from me to me. Addi onally, the United States maintains an embargo, comprehensive sanc ons or strict export controls for certain countries and regions that would likewise require a license for the export, re-export or transfer of certain items; including those countries and regions iden fied in country groups E:1 and E:2 of 15 C.F.R. Part 740 Supplement 1 of the EAR and as of the execu on date of this Contract are Cuba, Iran, North Korea, Syria as well as those countries or regions iden fied in 15 C.F.R. §§ 746.6 or 746.8 of the EAR, the whole as amended from me to me. Notwithstanding any other provision in this Contract, Willis shall no fy IAE LLC of any actual or proposed export, re-export, or transfer to (i) a known military end-user or for a known military end-use of the Engines or Products and Services by any country for which military end-use or military end-user restric ons apply, as detailed in 15 C.F.R. § 744.21 of the EAR, as amended from me to me; and/or (ii) Cuba, Iran, North Korea, Syria or any country or region iden fied in country groups E:1 and E:2 of 15 C.F.R. Part 740 Supplement 1 of the EAR or 15 C.F.R. §§ 746.6 or 746.8 of the EAR, as amended from me to me. Such no fica on shall be done in accordance with the No ces sec on of this Contract. Consistent with the requirement to abide by all applicable Export Laws, and for the avoidance of doubt, IAE LLC shall not be obligated to deliver, to support, or to perform in any way if it is determined by IAE LLC that (i) such delivery, support, or performance would be inconsistent with applicable Export Laws, including those referenced above; or (ii) the Engine or any Products and Services


 
IAE LLC Proprietary - Subject to the Restric ons on the Front Page NOTE: Certain Confiden al Informa on in this document (indicated by [*]) has been omi ed because it is both (i) not material and (ii) would likely cause compe ve harm if publicly disclosed. Willis PW Spare and QEC NEB (SEC Redacted version) 30JUN24Execution Version) 18JUN24 v.1.docx Page 13 have been or will be used for an end use or by an end user described in this Sec on 7.1.9. 8.2 Governing Law and Forum 8.2.1 This Contract is governed by and construed and enforced in accordance with the substan ve laws of the State of New York, United States of America, without regard to principles of conflicts of law. The United Na ons Conven on of Contracts for the Interna onal Sale of Goods shall not apply. 8.2.2 [*] 8.2.3 [*] 8.2.4 Each Party will comply with all applicable United States of America laws, rules and regula ons in exercising its rights and performing its obliga ons hereunder. 8.2.5 The Par es agree that all controversies, disputes, claims, differences or ma ers that arise from this Contract and any arbitra on that arise thereof are subject to the provisions set forth in Sec on 9.4. 9. MISCELLANEOUS 9.1 Delay in Delivery 9.1.1 If IAE LLC is hindered or prevented from performing any obliga on hereunder, including but not limited to delivering any Spare Engine or QEC Kit by its Delivery Date by reason of: a. any cause beyond the reasonable control of IAE LLC, or b. fires, industrial disputes or introduc on of essen al modifica ons ((a) and (b) together, “Force Majeure”); the Delivery Date will be extended by a period equal to the period for which delivery was so hindered or prevented, and IAE LLC will have no liability whatsoever in respect of such delay. Notwithstanding the foregoing, If IAE LLC is hindered or prevented, or if IAE LLC determines that it will be hindered or prevented, from Delivering any Spare Engine or QEC Kit to Willis due to Force Majeure for a period longer than the earlier to occur of (a) [*] after the Delivery Date set forth in Error! Reference source not found., both Parties shall meet to discuss in good faith an extension of the applicable Delivery Date or another amendment to this Contract. If the Parties do not agree on such extension or amendment, then Willis shall be entitled to terminate its obligation to purchase the Spare Engine(s) or QEC Kit(s) affected by such Force Majeure Delay, with immediate effect and without judicial recourse, by giving IAE LLC a written notice IAE LLC Proprietary - Subject to the Restric ons on the Front Page NOTE: Certain Confiden al Informa on in this document (indicated by [*]) has been omi ed because it is both (i) not material and (ii) would likely cause compe ve harm if publicly disclosed. Willis PW Spare and QEC NEB (SEC Redacted version) 30JUN24Execution Version) 18JUN24 v.1.docx Page 14 of its intention to do so, without liability resulting from such Force Majeure Delay for either Party. 9.1.2 If, by reason of any of the causes set forth in Sec on 9.1.1 above, IAE LLC is hindered or prevented from delivering any goods (including any Spare Engines or the QEC Kits) to purchasers (including Willis), then IAE LLC shall have the right to allocate, in good faith and in its own discre on, such goods as they become available among all such purchasers and IAE LLC shall have no liability whatsoever to Willis for any delay in delivery resul ng from such alloca on. The Delivery Date will be extended by a period equal to the period of delay resul ng from such alloca on by IAE LLC. 9.1.3 If IAE LLC is hindered or prevented from Delivering any Spare Engine or QEC Kit to Willis due to a reason other than Force Majeure for a period longer than of [*] a er the Delivery Date set forth in Error! Reference source not found., both Par es shall meet to discuss in good faith an extension of the applicable Delivery Date or another amendment to this Contract. If the Par es do not agree on such extension or amendment, then Willis shall be en tled to terminate its obliga on, at its op on, to purchase either (i) the Spare Engine(s) or QEC Kit(s) affected by such Inexcusable Delay, or (ii) any undelivered Spare Engine(s) or QEC Kit(s) remaining under the Contract, with immediate effect and without judicial recourse, by giving IAE LLC a wri en no ce of its inten on to do so, without liability resul ng from such Inexcusable Delay for either Party. 9.2 Patents 9.2.1 Subject to the condi ons set forth in this Sec on 9.2 and as the sole liability of IAE LLC in respect of any claims for infringement of intellectual property rights, IAE LLC will indemnify Willis against any claims alleging that the use of the Spare Engines by Willis within any country subject to Ar cle 27 of the Conven on on Interna onal Civil Avia on of 7th December 1944 (The Chicago Conven on) at the date of such claim infringes any patent, design, or model duly granted or registered. Notwithstanding the foregoing, IAE LLC will not incur any liability to Willis for any consequen al damages or any loss of use of any Spare Engine or of the Aircra on which a Spare Engine is installed arising directly or indirectly as a result of such claim. 9.2.2 Willis will promptly give IAE LLC wri en no ce of any infringement claim whereupon IAE LLC will have the right in its sole discre on to assume the defense of, or dispose or se le such claim at its own expense. Willis will assist IAE LLC in all reasonable respects in connec on with IAE LLC’s defense, disposi on or se lement of such claim. Willis will not perform any act or IAE LLC Proprietary - Subject to the Restric ons on the Front Page NOTE: Certain Confiden al Informa on in this document (indicated by [*]) has been omi ed because it is both (i) not material and (ii) would likely cause compe ve harm if publicly disclosed. Willis PW Spare and QEC NEB (SEC Redacted version) 30JUN24Execution Version) 18JUN24 v.1.docx Page 15 omission that may directly or indirectly prejudice IAE LLC in connec on with the ma ers set forth in this Sec on 9.2. 9.2.3 IAE LLC may, at its discre on, provide a substan ally equivalent non-infringing Spare Engine of equal or greater value in subs tu on for any alleged infringing Spare Engine. 9.2.4 Sec on 9.2.1 will not apply to claims for infringement in respect of (i) any good manufactured to the specific design instruc ons of Willis; (ii) any good not designed, manufactured or supplied by IAE LLC (IAE LLC will in the event of any claim for infringement assign to Willis the benefits of any indemnity given to IAE LLC by the designer, manufacturer or supplier of such good to the extent IAE LLC has the right to do so); (iii) the manner or method in which any Spare Engine is installed on an Aircra ; or (iv) any combina on of a Spare Engine with any other item or items other than an Aircra . 9.3 Right of Setoff IAE LLC reserves its right to set off any credits issued to Willis under the Spare Engine Warranties against any of Willis‘s outstanding payment obligations to IAE LLC under this Contract or any other agreement solely between IAE LLC and Willis. 9.4 Non-Disclosure and Non-Use 9.4.1 Subject to Sec on 9.4.3 below, Willis agrees to not disclose to any third party (other than the Permi ed Affiliates in connec on with the poten al or actual assignment of this Contract, together with Willis’s or such Permi ed Affiliates’ employees, directors, officers, financiers and professional advisers, provided that each such person or en ty has a need to know and further provided that each such person or en ty is bound by non-disclosure requirements at least as restric ve as those contained herein) any Informa on that it acquires directly or indirectly from IAE LLC and agrees not to use the same other than for the purpose for which it was disclosed, or to the extent permi ed under Sec on 9.4.5, without the wri en approval of IAE LLC. For purposes of this Sec on 9.4, “Informa on” includes but is not limited to all oral or wri en informa on, know- how, data, reports, drawings and specifica ons, and all provisions of this Contract. 9.4.2 Willis is responsible for the observance of the provisions of Sec on 9.4.1 above by its employees, professional advisers, and any par es to which Willis discloses Informa on in accordance herewith. IAE LLC Proprietary - Subject to the Restric ons on the Front Page NOTE: Certain Confiden al Informa on in this document (indicated by [*]) has been omi ed because it is both (i) not material and (ii) would likely cause compe ve harm if publicly disclosed. Willis PW Spare and QEC NEB (SEC Redacted version) 30JUN24Execution Version) 18JUN24 v.1.docx Page 16 9.4.3 Sec on 9.4.1 above does not apply to informa on that is or becomes generally known in the aero engine industry nor prevent disclosure of Informa on solely to the extent necessary for Willis to lease, sell or maintain the Spare Engine (i.e. Spare Engine records). 9.4.4 Willis will obtain and maintain at all mes all required authoriza ons, including without limita on all export licenses, import licenses, exchange permits and any other governmental authoriza ons required in connec on with the transac ons contemplated under this Contract. Willis will restrict disclosure of any and all Informa on in obtaining such licenses, permits, or authoriza ons. Willis will ship, deliver or otherwise convey, as applicable, the Spare Engines and Informa on only to those des na ons permi ed under such licenses, permits, or authoriza ons. 9.4.5 If Willis is required to disclose any Informa on through a valid governmental, judicial or regulatory agency order, including any applicable stock exchange rules, Willis will: (i) provide IAE LLC with prompt wri en no ce of such requirement, together with a full and complete copy of such governmental, judicial or regulatory agency order, so that IAE LLC may seek a protec ve order or any other remedy, or waive compliance with the terms of this Contract to the extent necessary to allow Willis to comply with such governmental, judicial or regulatory agency order; and (ii) take all available ac ons to resist or narrow the required disclosure to only such Informa on as is specifically required to respond to such order, and to maintain the confiden ality of all such other undisclosed Informa on to the fullest extent permi ed by law. If Willis is required to disclose this Contract as a “material defini ve agreement” under Securi es and Exchange Commission (“SEC”) regula ons, the Par es agree as follows, in each case, to the extent permi ed by such regula ons and any determina on of the SEC: (i) in its 8-K filing, Willis will not disclose the Spare Engine models that are the subject of this Contract and will only disclose the extended list price of all of the Spare Engines, and (ii) with respect to the 10-Q filing that will a ach this Contract, Willis will allow IAE LLC to provide, and will consider, its determina on of what por ons of the Contract can be redacted and filed separately with the SEC provided that such determina on is provided in a mely manner. 9.5 Taxes 9.5.1 [*] 9.5.2 [*]


 
IAE LLC Proprietary - Subject to the Restric ons on the Front Page NOTE: Certain Confiden al Informa on in this document (indicated by [*]) has been omi ed because it is both (i) not material and (ii) would likely cause compe ve harm if publicly disclosed. Willis PW Spare and QEC NEB (SEC Redacted version) 30JUN24Execution Version) 18JUN24 v.1.docx Page 17 9.5.3 [*] 9.6 Amendment This Contract may be amended only by written agreement by the Parties. 9.7 Assignment Willis may not assign this Contract or any of its obligations hereunder, whether in whole or part, without the prior written consent of IAE LLC. Notwithstanding the foregoing, Willis may, upon prior written notice to IAE LLC, assign this Contract or any of its obligations hereunder, whether in whole or part, to any Permitted Affiliate(s), without the prior written consent of IAE LLC. IAE LLC may, without recourse, assign this Contract or any of its rights and/or delegate any of its obligations hereunder (a) to any subsidiary or affiliate of IAE LLC or United Technologies Corporation, or (b) in connection with any merger, consolidation, reorganization, or voluntary sale or transfer of its assets; provided that such assignee and/or delegate is: (i) solvent at the time of such transfer; and (ii) to the extent required by law, authorized by the applicable regulatory authorities to perform or procure the performance of all obligations being delegated and/or assigned. Any assignment made in violation of this Section 9.7 will be null and void. 9.8 Severability and Invalidity If any provision of this Contract or the application thereof to either Party is or becomes invalid, illegal or unenforceable to any extent, the remainder of this Contract and the application thereof will not be affected and will be enforceable to the fullest extent permitted by law. 9.9 Appendices In the event of any unresolved conflict or discrepancy between the Appendices (which are hereby expressly made a part of this Contract) and the terms contained within the body of this Contract, the terms contained within the body of this Contract will control. 9.10 Headings The Article or Section headings and the Table of Contents are for informational purposes only, do not form a part of this Contract, and shall not govern or affect the interpretation of this Contract. IAE LLC Proprietary - Subject to the Restric ons on the Front Page NOTE: Certain Confiden al Informa on in this document (indicated by [*]) has been omi ed because it is both (i) not material and (ii) would likely cause compe ve harm if publicly disclosed. Willis PW Spare and QEC NEB (SEC Redacted version) 30JUN24Execution Version) 18JUN24 v.1.docx Page 18 9.11 No ces Except as expressly agreed in this Contract, all notices hereunder will be in English and sent by certified mail or recognized international carrier to: In the case of IAE LLC: International Aero Engines, LLC 400 Main Street Mail Stop [*] East Hartford, Connecticut 06118 United States of America Attention: Chief Legal Officer Email: [*] In the case of Willis: Willis Lease Finance Corporation 60 East Sir Francis Drake Blvd., Suite 209 Larkspur, California 94939 Attention: General Counsel Email: [*] or in each case to such other address as may be notified from time to time by either Party in accordance with this Section 9.11. 9.12 Exclusion of Other Provisions and Previous Understandings 9.12.1 This Contract (including all Appendices) expresses the complete and exclusive agreement of the Par es rela ng to the subject ma er hereof and applies to the exclusion of all other provisions on or a ached to or otherwise forming part of any order form of Willis, or any acknowledgment or acceptance by IAE LLC, or of any other document rela ng to the subject ma er hereof. 9.12.2 Neither Party has relied on any representa ons, agreements, statements or understandings made prior to the execu on of this Contract, whether orally or in wri ng, rela ng to the subject ma er hereof, other than those expressly incorporated in this Contract. This Contract represents the en re agreement between the Par es rela ng to the subject ma er hereof and supersedes all prior representa ons, agreements, statements and understandings. IAE LLC Proprietary - Subject to the Restric ons on the Front Page NOTE: Certain Confiden al Informa on in this document (indicated by [*]) has been omi ed because it is both (i) not material and (ii) would likely cause compe ve harm if publicly disclosed. Willis PW Spare and QEC NEB (SEC Redacted version) 30JUN24Execution Version) 18JUN24 v.1.docx Page 19 9.13 No Construc on Against Dra er This Contract has been the subject of negotiation between the Parties. If an ambiguity or question of intent arises with respect to any provision herein, this Contract will be construed as if drafted jointly by IAE LLC and Willis and no presumption or burden of proof will arise favoring or disfavoring either Party by virtue of authorship of any of the provisions of this Contract. 9.14 Technical Training IAE LLC will credit Willis’s account with the IAE-designated customer training center in East Har ord, Connec cut (“CTC”), at no charge, an amount equal to [*] of technical training for each Spare Engine Delivered (the “Training Credits”). The Training Credits may be used towards any [*] related training courses detailed in CTC’s training catalog. As used herein, “Student-Days” equals the number of students mul plied by the number of class days. All training credits provided under this Sec on 9.14 must be taken within [*] a er delivery of the last Spare Engine. Addi onally, any remaining training credits related to the previous purchase of [*] engines can also be used for [*] related training at Willis’ op on. 9.15 Interna onal Registry IAE LLC acknowledges and agrees that it will cooperate with Willis in order to register the Warranty Bill of Sale for each Spare Engine delivered under this Contract as a Contract of Sale on the International Registry within forty-eight (48) hours following the transfer of title of each Spare Engine. 9.16 Acceptance, Execu on and Enforceability This Contract is available for the Parties’ consideration until [*]. If the foregoing is acceptable to Willis, please indicate such acceptance by having an authorized official of Willis sign in the designated space below and return via email to [*]. After acceptance by IAE LLC, IAE LLC will return an electronic copy of the fully executed Contract to Willis, with one (1) fully executed duplicate original to Willis’ address listed in Section 9.11. The Parties agree that facsimile, electronic, or PDF signatures will be deemed to be of the same force and effect as documents signed with a wet ink signature. 9.16 The price allocable hereunder to any goods or services alleged to be the cause of any loss or damage to Willis will be the total ceiling limit on the liability of IAE LLC, its majority member, and their respective subsidiaries or affiliates, whether founded in statute, contract, tort (including negligence), or strict liability, or any other theory, arising out of or resulting from: (a) this Contract or the performance hereunder or breach hereof; or (b) the design, manufacture, delivery, sale, furnishing, replacement, or use of any goods or maintenance services sold by IAE LLC. In no event will IAE LLC, its majority member, IAE LLC Proprietary - Subject to the Restric ons on the Front Page NOTE: Certain Confiden al Informa on in this document (indicated by [*]) has been omi ed because it is both (i) not material and (ii) would likely cause compe ve harm if publicly disclosed. Willis PW Spare and QEC NEB (SEC Redacted version) 30JUN24Execution Version) 18JUN24 v.1.docx Page 20 and their respective subsidiaries or affiliates, have any liability for any indirect, incidental, special, consequential, or punitive damages. [*] This Contract may be executed in one or more counterparts, each of which will be considered an original but all of which together constitute one and the same instrument. Upon mutual execution, this document will become an enforceable contract. IN WITNESS WHEREOF, the Parties have caused this Contract to be duly executed as of the date first entered above and deem that it is executed in the State of Connecticut. INTERNATIONAL AERO ENGINES, LLC By: /s/ Erin L. McGarry Name: Erin L. McGarry Title: Sr. Director, Global Leasing and Cargo WILLIS LEASE FINANCE CORPORATION, FOR ITSELF AND AS SERVICER By: /s/ Austin C. Willis Name: Austin C. Willis Title: Chief Executive Officer