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 PW1133G-JM [*] The Purchase Price includes the Engine Stand and...
CONTRACT TO PURCHASE PW1133G-JM SPARE ENGINES BETWEEN INTERNATIONAL AERO ENGINES, LLC AND ▇▇▇▇▇▇ LEASE FINANCE CORPORATION, FOR ITSELF AND AS SERVICER DATED DECEMBER 17, 2024 This document contains proprietary information of International Aero Engines, LLC (“IAE LLC”). IAE LLC offers the information contained in this document on the condition that you not disclose or reproduce the information to or for the benefit of any third party without IAE LLC’s written consent. Neither receipt nor possession of this document, from any source, constitutes IAE LLC’s permission. Possessing, using, copying or disclosing this document to or for the benefit of any third party without IAE LLC’s written consent may result in criminal and/or civil liability. This document does not contain any export regulated technical data. ▇▇▇▇▇▇ PW1100G-JM Spare NEB (2024.12.16) Execution Version.docx REK TABLE OF CONTENTS 1. DEFINITIONS ............................................................................................................... 3 2. SPARE ENGINE PURCHASE, PRICE AND PAYMENT ............................................... 4 3. RESERVED.................................................................................................................. 7 4. WARRANTIES, AND SERVICE POLICIES .................................................................. 7 5. RESERVED.................................................................................................................. 7 6. SALE AND PART OUT ................................................................................................. 8 7. EVENTS OF DEFAULT AND TERMINATION .............................................................. 8 8. COMPLIANCE WITH LAW, GOVERNING LAW AND FORUM..................................... 10 9. MISCELLANEOUS ....................................................................................................... 14 LIST OF APPENDICES Appendix 1 PW1133G-JM Turbofan Engine Model Specification Appendix 2 Delivery Schedule and Pricing Appendix 3 PW1100G-JM Engine and Parts Service Policy Appendix 4 Reserved Appendix 5 QEC Kit Appendix 6 Reserved Appendix 7 Forms of Warranty Bill of Sale Appendix 8 List of Permitted Affiliates IAE LLC Proprietary - Subject to the Restrictions on the Front Page ▇▇▇▇▇▇ PW1100G-JM Spare NEB (2024.12.16) Execution Version.docx Page 2 THIS CONTRACT is made this TO BE WRITTEN IN BY IAE (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 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ (hereinafter called “IAE LLC”); and ▇▇▇▇▇▇ LEASE FINANCE CORPORATION, a corporation organized and existing under the laws of the State of Delaware, with a place of business located at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ (for itself and in its capacity as Servicer on behalf of the Permitted Affiliates (as defined below), hereinafter called “▇▇▇▇▇▇”). IAE LLC and ▇▇▇▇▇▇ hereinafter are referred to individually as a “Party” and collectively as the “Parties”. WHEREAS: ▇▇▇▇▇▇ desires to purchase from IAE LLC, and IAE LLC desires to sell to ▇▇▇▇▇▇, nine (9) new PW1133G-JM Spare Engines, which will be operated by one or more lessees of IAE LLC to support such lessee’s Airbus A320 NEO family aircraft powered by PW1133G-JM engines; and The Parties hereby set out the terms on which ▇▇▇▇▇▇ will purchase the Spare Engines from IAE LLC and IAE LLC will sell such Spare Engines to ▇▇▇▇▇▇. NOW THEREFORE, THE PARTIES AGREE AS FOLLOWS: 1. DEFINITIONS In this Contract, unless the context otherwise requires: 1.1 “Aircraft” means an Airbus A320 NEO family aircraft operated by a lessee of IAE LLC. 1.2 “Bill of Sale” means a bill of sale in the form attached as Appendix 7 to this Contract. 1.3 “Certification Authority” means the United States Federal Aviation Administration or “FAA”. 1.4 “Delivery Date” means the date set forth in Appendix 2 for each Spare Engine, subject to adjustment as set forth therein. IAE LLC Proprietary - Subject to the Restrictions on the Front Page ▇▇▇▇▇▇ PW1100G-JM Spare NEB (2024.12.16) Execution Version.docx Page 3 1.5 “Delivery Location” means IAE LLC’s facility in Middletown, CT or HAECO’s facility in Dallas, Texas. 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 transportation stand. 1.8 “Parts” has the meaning set forth in the Service Policy. 1.9 “Permitted Affiliates” means, collectively, those parties set forth in Appendix 8 attached hereto, or such other parties as consented to in writing by IAE LLC, such consent not to be unreasonably withheld or delayed; provided, however, that if (i) any such party at any time becomes subject to any event described in Sections 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 Permitted Affiliate. 1.10 “Spare Engine” means, individually or collectively as the context requires, IAE LLC PW1133G-JM engines that are the subject of this Contract, described as Standard Equipment as specified in Appendix 1, including the Engine Parts listed as included in Appendix 5. 1.11 “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. 1.12 “Specification” means the IAE LLC Engine Specifications attached as Appendix 1. 1.13 “Standard Equipment” means any item identified under the Standard Equipment section in the Specification. 2. SPARE ENGINE PURCHASE, PRICE AND PAYMENT 2.1 Spare Engines purchase from IAE LLC 2.1.1 Subject to ▇▇▇▇▇▇’ payment of the Spare Engine Purchase Price, IAE LLC hereby agrees to sell to ▇▇▇▇▇▇, and ▇▇▇▇▇▇ hereby agrees to purchase from IAE LLC, the Spare Engines to be delivered as per the schedule set forth in Appendix 2. 2.1.2 Each Spare Engine delivery requires one (1) Spare Engine Bag and one (1) Spare Engine Stand. IAE LLC shall provide ▇▇▇▇▇▇ with an Engine Bag and a Spare Engine Stand, to be delivered with each Spare Engine according to the schedule set forth in Appendix 2. IAE LLC Proprietary - Subject to the Restrictions on the Front Page ▇▇▇▇▇▇ PW1100G-JM Spare NEB (2024.12.16) Execution Version.docx Page 4
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 PW1133G-JM [*] The Purchase Price includes the Engine Stand and Engine Bag. 2.2.1 No fewer than [*] business days prior to each applicable date of Delivery of a Spare Engine, IAE LLC shall invoice and ▇▇▇▇▇▇ 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 satisfaction of all other requirements of this Contract. This payment must be received by IAE LLC prior to transfer of title of the applicable Spare Engine. 2.2.2 All payments to IAE LLC shall be made by cash wire transfer to the following account unless otherwise instructed by IAE LLC in writing: [*] [*] New York, New York 10005 United States of America Account Name: [*] Account Number: [*] Domestic ABA Routing No.: [*] International Swift Code: [*] 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, at the Delivery Location IAE LLC will transfer title to Willis or its Permitted Affiliate, to be evidenced by delivery of a Warranty Bill of Sale (either physically or electronically) in the form of Appendix 7 attached hereto. Such title transfer of the Spare Engine(s), Engine Bag and Engine Stand shall constitute delivery (“Delivery”) of such Spare Engines to ▇▇▇▇▇▇. IAE LLC Proprietary - Subject to the Restrictions on the Front Page ▇▇▇▇▇▇ PW1100G-JM Spare NEB (2024.12.16) Execution Version.docx Page 5 IAE LLC shall be responsible for the risk of loss of the Spare Engines until Delivery of such Spare Engines to ▇▇▇▇▇▇ on the Delivery Date. 2.3.2 IAE LLC will provide ▇▇▇▇▇▇ with the Spare Engine serial number no later than five (5) business days prior to the Delivery Date. 2.4 Conditions 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) 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) until such time as the event is cured (provided that such event is capable of being cured): 2.4.1 a continuing event of default (taking into account any applicable grace period) by ▇▇▇▇▇▇ in any payment due under this Contract (including any Appendix or amendments hereto); or 2.4.2 any event that is a Termination Event (as defined below) or would constitute a Termination Event, but for lapse of time, has occurred and is continuing. 2.5 Closing 2.5.1 Date of Closing. IAE LLC and ▇▇▇▇▇▇ 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 satisfaction or waiver, each as confirmed by ▇▇▇▇▇▇, of each of the conditions precedent set forth in Section 2.4 with respect to such Spare Engine (other than receipt of the Bill of Sale), and upon the satisfaction or waiver, each as confirmed by IAE LLC, of each of the conditions precedent set forth in Section 2.4 with respect to such Spare Engine (other than receipt of the Acceptance Certificate), ▇▇▇▇▇▇ will execute and deliver the Acceptance Certificate 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’s receipt of the Spare Engine’s Purchase Price (which confirmation will be given promptly upon receipt, and in no event later than the same Business Day), the Bill of Sale and the Acceptance Certificate for the Spare Engine will be automatically released from escrow at such time (each, a “Closing”). IAE LLC Proprietary - Subject to the Restrictions on the Front Page ▇▇▇▇▇▇ PW1100G-JM Spare NEB (2024.12.16) Execution Version.docx Page 6 2.6 Documentation, Inspection and Acceptance 2.6.1 IAE LLC will ensure that the Spare Engines conform to the Specification through the maintenance of procedures, systems and records approved by the Certification Authority, and that a duly signed FAA-issued Authorized Release Certificate (FAA Form 8130-3, Airworthiness Approval Tag) or Certificate of Conformity (as the case may be) is issued for such purposes. In addition, and subject to Section 7.1 herein, IAE LLC will provide ▇▇▇▇▇▇ with a copy of the borescope inspection video in the IAE LLC portal in respect of each Spare Engine on or before the Delivery Date thereof. 2.6.2 The Spare Engines will be accompanied by all of its related documentation on the Delivery Date. When ▇▇▇▇▇▇ is set up as an IAE LLC customer, as soon as practicable, (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 documentation. 2.6.3 If ▇▇▇▇▇▇ refuses, is unable to accept, or otherwise hinders delivery, or if IAE LLC at ▇▇▇▇▇▇’ written request agrees to delay delivery of any Spare Engine, ▇▇▇▇▇▇ 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. ▇▇▇▇▇▇ 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 until the date that ▇▇▇▇▇▇ takes delivery of such Spare Engine. 3. RESERVED 4. WARRANTIES, AND SERVICE POLICIES 4.1 Warranties and Service Policies for the PW1100G-JM Engine IAE LLC will provide ▇▇▇▇▇▇ the benefits of the Warranties and Service Policies, which is attached as Appendix 3, and LLP Life Assurance Plan (as previously provided) for the Spare Engines. 5. RESERVED IAE LLC Proprietary - Subject to the Restrictions on the Front Page ▇▇▇▇▇▇ PW1100G-JM Spare NEB (2024.12.16) Execution Version.docx Page 7 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 ▇▇▇▇▇▇ 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, ▇▇▇▇▇▇ 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, ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇ further agrees that the Spare Engines are for the sole purpose of supporting ▇▇▇▇▇▇’ engine leasing business through the loan or lease of such Spare Engines to ▇▇▇▇▇▇’ customers and that ▇▇▇▇▇▇ (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. ▇▇▇▇▇▇’▇ failure to comply with this Article 6 is a material breach of this Contract. 7. EVENTS OF DEFAULT AND TERMINATION 7.1 Termination Events 7.1.1 Each of the following constitutes a “Termination Event” under this Contract: ▇. ▇▇▇▇▇▇ commences any case, proceeding or action with respect to it or its property in any jurisdiction relating to bankruptcy, insolvency, IAE LLC Proprietary - Subject to the Restrictions on the Front Page ▇▇▇▇▇▇ PW1100G-JM Spare NEB (2024.12.16) Execution Version.docx Page 8
reorganization, dissolution, liquidation, winding-up, or otherwise relating relief from or readjustment of any of its debts or obligations (excluding refinancing of its debt facilities); or ▇. ▇▇▇▇▇▇ seeks the appointment of a receiver, trustee, custodian or other similar official for it or for all or substantially all of its assets, or makes a general assignment for the benefit of its creditors; or ▇. ▇▇▇▇▇▇ otherwise becomes subject to any case, proceeding or action of the type referred to in Sections 7.1.1a or 7.1.1b that is not stayed, dismissed or discharged within [*] of the filing thereof; or d. An action is commenced against ▇▇▇▇▇▇ seeking issuance of a warrant of attachment, execution, distraint or similar process against all or substantially all of its assets that is not stayed, dismissed or discharged within [*] of the filing thereof; or ▇. ▇▇▇▇▇▇’▇ failure to pay when due any amount owed hereunder within [*] following such due date; or ▇. ▇▇▇▇▇▇’▇ breach of Section 7.1 or Section 8.1, or a material breach of any other provision hereunder. 7.1.2 This Contract will automatically terminate upon the occurrence of any Termination Event specified in Sections 7.1.1a through 7.1.1d above, upon which time all amounts then outstanding hereunder and which ▇▇▇▇▇▇ is obligated to pay hereunder will become immediately due and payable to IAE LLC, in addition to any and all other remedies available to IAE LLC under applicable law. Upon the occurrence of any other Termination Event, IAE LLC may, at its option, exercise any and all remedies available to it under applicable law, including, without limitation, the right by written notice, effective immediately, to unilaterally terminate this Contract, upon which time all amounts then outstanding hereunder and which ▇▇▇▇▇▇ is obligated to pay hereunder will become immediately due and payable to IAE LLC. In the event of any Termination Event, all payments previously made by ▇▇▇▇▇▇ hereunder are non-refundable. 7.2 Effect of Termination 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 IAE LLC Proprietary - Subject to the Restrictions on the Front Page ▇▇▇▇▇▇ PW1100G-JM Spare NEB (2024.12.16) Execution Version.docx Page 9 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 Regulations 8.1.1 The Parties agree to comply with any and all applicable export, import, sanctions and U.S. anti-boycott laws, regulations, orders and authorizations that apply to their respective activities and obligations set forth in this Contract (collectively “Export Laws”), including but not limited to the International Traffic in Arms Regulations (22 CFR 120-130) (“ITAR”), the Export Administration Regulations (15 CFR 730 et seq.) (“EAR”) and any regulations and orders administered by the Treasury Department's Office of Foreign Assets Control Regulations (31 CFR Chapter V). Nothing in this Contract shall be construed as requiring a Party to perform an obligation that is noncompliant with any Export Laws. Furthermore, any Party that receives any technology, commodity, technical data, software, goods and services (including products derived from or based on such technical data) information or any other item subject to any applicable Export Laws, shall adhere to and comply with those laws, regulations, orders and authorizations. 8.1.2 The Parties shall use best efforts to apply for, obtain, comply with and maintain all export, re-export, and transfer authorizations, including approvals, consents, licenses, agreements, registrations and other authorizations (collectively “Export Licenses”) that are required or may be required to perform the activities and obligations set forth in this Agreement. No ITAR regulated items, technical data, or defense services will be provided without obtaining the proper authorization or Export Licenses. Upon IAE LLC’s request, ▇▇▇▇▇▇ shall, without delay, provide any information and documentation requested by IAE LLC in support of its Export Licenses applications or compliance activities, including import certificates 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 Classification 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 Parties to this Contract shall not knowingly or unknowingly divert or cause to be diverted, any commodities, technical data, software, goods and services (including products derived from or based on such technical data) subject to the Export Laws to any (i) person, (ii) entity, (iii) country or IAE LLC Proprietary - Subject to the Restrictions on the Front Page ▇▇▇▇▇▇ PW1100G-JM Spare NEB (2024.12.16) Execution Version.docx Page 10 (iv) any entity located or incorporated in a country, that is on any denied party list or list of sanctioned countries, pursuant to either the Export Laws or any other applicable governing regulations. 8.1.5 If ITAR or EAR controlled technical data or items are transferred to a U.S. entity, then that entity must only allow access to that technical data or items by the following personnel: (i) U.S. citizens, 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 authorization. Upon request of the transferring Party, the receiving Party shall provide appropriate documentation evidencing the aforementioned requirements. 8.1.6 The Parties 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 information technology (“IT”) service providers) not authorized to receive said technical data under existing Export Laws and/or Export Licenses. 8.1.7 Neither Party shall modify or divert the other Party’s commodities, technical data, software, goods and services (including products derived from or based on such technical data) subject to the Export Laws to any military application, unless (i) such Party receives advance, written authorization from the other Party and (ii) such modification or diversion is done in compliance with all applicable Export Laws. Neither Party shall modify or divert the other Party’s commodities, technical data, software, goods and services (including products derived from or based on such technical data) subject to the Export Laws to any military application or other end- use prohibited by applicable Export Laws. 8.1.8 ▇▇▇▇▇▇ represents that it is aware that all sales and distribution of IAE LLC’s Products, which include all tangible items and related software, technology or services (together “Products and Services”), may constitute an export, re-export, or retransfer of such Products and Services. ▇▇▇▇▇▇ certifies that such sales and distribution will be conducted in accordance with applicable Export Laws, which may require prior approval and/or prohibit transactions with sanctioned countries/regions or designated parties/entities/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 IAE LLC Proprietary - Subject to the Restrictions on the Front Page ▇▇▇▇▇▇ PW1100G-JM Spare NEB (2024.12.16) Execution Version.docx Page 11 countries identified in 15 C.F.R. § 744.21 of the U.S. EAR, as amended from time to time. Additionally, the United States maintains an embargo, comprehensive sanctions 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 identified in country groups E:1 and E:2 of 15 C.F.R. Part 740 Supplement 1 of the EAR and as of the execution date of this Contract are Cuba, Iran, North Korea, Syria as well as those countries or regions identified in 15 C.F.R. §§ 746.6 or 746.8 of the EAR, the whole as amended from time to time. Notwithstanding any other provision in this Contract, ▇▇▇▇▇▇ shall notify 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 restrictions apply, as detailed in 15 C.F.R. § 744.21 of the EAR, as amended from time to time; and/or (ii) Cuba, Iran, North Korea, Syria or any country or region identified 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 time to time. Such notification shall be done in accordance with the Notices section 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 have been or will be used for an end use or by an end user described in this Section 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 substantive laws of the State of New York, United States of America, without regard to principles of conflicts of law. The United Nations Convention of Contracts for the International Sale of Goods shall not apply. 8.2.2 [*] IAE LLC Proprietary - Subject to the Restrictions on the Front Page ▇▇▇▇▇▇ PW1100G-JM Spare NEB (2024.12.16) Execution Version.docx Page 12
8.2.3 [*] 8.2.4 Each Party will comply with all applicable United States of America laws, rules and regulations in exercising its rights and performing its obligations hereunder. 8.2.5 The Parties agree that all controversies, disputes, claims, differences or matters that arise from this Contract and any arbitration that arise thereof are subject to the provisions set forth in Section 9.4. IAE LLC Proprietary - Subject to the Restrictions on the Front Page ▇▇▇▇▇▇ PW1100G-JM Spare NEB (2024.12.16) Execution Version.docx Page 13 9. MISCELLANEOUS 9.1 Delay in Delivery 9.1.1 If IAE LLC is hindered or prevented from performing any obligation hereunder, including but not limited to delivering any Spare Engine by its Delivery Date by reason of: a. any cause beyond the reasonable control of IAE LLC, or b. fires, industrial disputes or introduction of essential modifications ((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 to ▇▇▇▇▇▇ due to Force Majeure for a period longer than the earlier to occur of (a) [*] after the Delivery Date set forth in Appendix 2, 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 ▇▇▇▇▇▇ shall be entitled to terminate its obligation to purchase the Spare Engine(s) affected by such Force Majeure Delay, with immediate effect and without judicial recourse, by giving IAE LLC a written notice 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 Section 9.1.1 above, IAE LLC is hindered or prevented from delivering any goods (including any Spare Engines) to purchasers (including Willis), then IAE LLC shall have the right to allocate, in good faith and in its own discretion, such goods as they become available among all such purchasers and IAE LLC shall have no liability whatsoever to ▇▇▇▇▇▇ for any delay in delivery resulting from such allocation. The Delivery Date will be extended by a period equal to the period of delay resulting from such allocation by IAE LLC. 9.1.3 If IAE LLC is hindered or prevented from Delivering any Spare Engine to ▇▇▇▇▇▇ due to a reason other than Force Majeure for a period longer than of [*] after the Delivery Date set forth in Appendix 2, 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 ▇▇▇▇▇▇ shall be entitled to terminate its obligation, at its option, to purchase either (i) the Spare Engine(s) affected by such Inexcusable Delay, or (ii) any undelivered Spare Engine(s) IAE LLC Proprietary - Subject to the Restrictions on the Front Page ▇▇▇▇▇▇ PW1100G-JM Spare NEB (2024.12.16) Execution Version.docx Page 14 remaining under the Contract, with immediate effect and without judicial recourse, by giving IAE LLC a written notice of its intention to do so, without liability resulting from such Inexcusable Delay for either Party. 9.2 Patents 9.2.1 Subject to the conditions set forth in this Section 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 ▇▇▇▇▇▇ against any claims alleging that the use of the Spare Engines by ▇▇▇▇▇▇ within any country subject to Article 27 of the Convention on International Civil Aviation of 7th December 1944 (The Chicago Convention) 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 ▇▇▇▇▇▇ for any consequential damages or any loss of use of any Spare Engine or of the Aircraft on which a Spare Engine is installed arising directly or indirectly as a result of such claim. 9.2.2 ▇▇▇▇▇▇ will promptly give IAE LLC written notice of any infringement claim whereupon IAE LLC will have the right in its sole discretion to assume the defense of, or dispose or settle such claim at its own expense. ▇▇▇▇▇▇ will assist IAE LLC in all reasonable respects in connection with IAE LLC’s defense, disposition or settlement of such claim. ▇▇▇▇▇▇ will not perform any act or omission that may directly or indirectly prejudice IAE LLC in connection with the matters set forth in this Section 9.2. 9.2.3 IAE LLC may, at its discretion, provide a substantially equivalent non- infringing Spare Engine of equal or greater value in substitution for any alleged infringing Spare Engine. 9.2.4 Section 9.2.1 will not apply to claims for infringement in respect of (i) any good manufactured to the specific design instructions of ▇▇▇▇▇▇; (ii) any good not designed, manufactured or supplied by IAE LLC (IAE LLC will in the event of any claim for infringement assign to ▇▇▇▇▇▇ 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 Aircraft; or (iv) any combination of a Spare Engine with any other item or items other than an Aircraft. 9.3 Right of Setoff IAE LLC reserves its right to set off any credits issued to ▇▇▇▇▇▇ under the Spare Engine Warranties against any of ▇▇▇▇▇▇‘s outstanding payment obligations to IAE LLC under this Contract or any other agreement solely between IAE LLC and Willis. IAE LLC Proprietary - Subject to the Restrictions on the Front Page ▇▇▇▇▇▇ PW1100G-JM Spare NEB (2024.12.16) Execution Version.docx Page 15 9.4 Non-Disclosure and Non-Use 9.4.1 Subject to Section 9.4.3 below, ▇▇▇▇▇▇ agrees to not disclose to any third party (other than the Permitted Affiliates in connection with the potential or actual assignment of this Contract, together with ▇▇▇▇▇▇’▇ or such Permitted Affiliates’ employees, directors, officers, financiers and professional advisers, provided that each such person or entity has a need to know and further provided that each such person or entity is bound by non-disclosure requirements at least as restrictive as those contained herein) any Information 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 permitted under Section 9.4.5, without the written approval of IAE LLC. For purposes of this Section 9.4, “Information” includes but is not limited to all oral or written information, know-how, data, reports, drawings and specifications, and all provisions of this Contract. 9.4.2 ▇▇▇▇▇▇ is responsible for the observance of the provisions of Section 9.4.1 above by its employees, professional advisers, and any parties to which ▇▇▇▇▇▇ discloses Information in accordance herewith. 9.4.3 Section 9.4.1 above does not apply to information that is or becomes generally known in the aero engine industry nor prevent disclosure of Information solely to the extent necessary for ▇▇▇▇▇▇ to lease, sell or maintain the Spare Engine (i.e. Spare Engine records). 9.4.4 ▇▇▇▇▇▇ will obtain and maintain at all times all required authorizations, including without limitation all export licenses, import licenses, exchange permits and any other governmental authorizations required in connection with the transactions contemplated under this Contract. ▇▇▇▇▇▇ will restrict disclosure of any and all Information in obtaining such licenses, permits, or authorizations. ▇▇▇▇▇▇ will ship, deliver or otherwise convey, as applicable, the Spare Engines and Information only to those destinations permitted under such licenses, permits, or authorizations. 9.4.5 If ▇▇▇▇▇▇ is required to disclose any Information through a valid governmental, judicial or regulatory agency order, including any applicable stock exchange rules, ▇▇▇▇▇▇ will: (i) provide IAE LLC with prompt written notice 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 protective order or any other remedy, or waive compliance with the terms of this Contract to the extent necessary to allow ▇▇▇▇▇▇ to comply with such governmental, judicial or regulatory agency order; and (ii) take all available actions to resist or narrow the required disclosure to only such Information as is specifically required to respond to such order, and to maintain the confidentiality of all such other undisclosed Information to the IAE LLC Proprietary - Subject to the Restrictions on the Front Page ▇▇▇▇▇▇ PW1100G-JM Spare NEB (2024.12.16) Execution Version.docx Page 16
fullest extent permitted by law. If ▇▇▇▇▇▇ is required to disclose this Contract as a “material definitive agreement” under Securities and Exchange Commission (“SEC”) regulations, the Parties agree as follows, in each case, to the extent permitted by such regulations and any determination of the SEC: (i) in its 8-K filing, ▇▇▇▇▇▇ 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 attach this Contract, ▇▇▇▇▇▇ will allow IAE LLC to provide, and will consider, its determination of what portions of the Contract can be redacted and filed separately with the SEC provided that such determination is provided in a timely manner. 9.5 Taxes 9.5.1 [*] 9.5.2 [*] 9.5.3 [*] 9 .6 Amendment This Contract may be amended only by written agreement by the Parties. 9.7 Assignment ▇▇▇▇▇▇ 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, ▇▇▇▇▇▇ 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, IAE LLC Proprietary - Subject to the Restrictions on the Front Page ▇▇▇▇▇▇ PW1100G-JM Spare NEB (2024.12.16) Execution Version.docx Page 17 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. 9.11 Notices 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 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ [*] ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ Attention: Chief Legal Officer Email: [*] IAE LLC Proprietary - Subject to the Restrictions on the Front Page ▇▇▇▇▇▇ PW1100G-JM Spare NEB (2024.12.16) Execution Version.docx Page 18 In the case of ▇▇▇▇▇▇: ▇▇▇▇▇▇ Lease Finance Corporation ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: Legal Department 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 Parties relating to the subject matter hereof and applies to the exclusion of all other provisions on or attached to or otherwise forming part of any order form of ▇▇▇▇▇▇, or any acknowledgment or acceptance by IAE LLC, or of any other document relating to the subject matter hereof. 9.12.2 Neither Party has relied on any representations, agreements, statements or understandings made prior to the execution of this Contract, whether orally or in writing, relating to the subject matter hereof, other than those expressly incorporated in this Contract. This Contract represents the entire agreement between the Parties relating to the subject matter hereof and supersedes all prior representations, agreements, statements and understandings. 9.13 No Construction Against Drafter 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 ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇’▇ account with the IAE-designated customer training center in East Hartford, Connecticut (“CTC”), at no charge, an amount equal to [*] Student-Days of technical training for each Spare Engine Delivered (the “Training Credits”). The Training Credits may be used towards any PW1100/1500- related training courses detailed in CTC’s training catalog. As used herein, “Student-Days” equals the number of students multiplied by the number of class days. All training credits provided under this Section 9.14 must be taken IAE LLC Proprietary - Subject to the Restrictions on the Front Page ▇▇▇▇▇▇ PW1100G-JM Spare NEB (2024.12.16) Execution Version.docx Page 19 within [*] after delivery of the last Spare Engine. Additionally, any remaining training credits related to the previous purchase of PW1100 engines can also be used for PW1100/1500 related training at ▇▇▇▇▇▇’ option. 9.15 International Registry IAE LLC acknowledges and agrees that it will cooperate with ▇▇▇▇▇▇ 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, Execution and Enforceability This Contract is available for the Parties’ consideration until [*]. If the foregoing is acceptable to ▇▇▇▇▇▇, please indicate such acceptance by having an authorized official of ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇, with one (1) fully executed duplicate original to ▇▇▇▇▇▇’ 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 ▇▇▇▇▇▇ 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, 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. [signatures follow] IAE LLC Proprietary - Subject to the Restrictions on the Front Page ▇▇▇▇▇▇ PW1100G-JM Spare NEB (2024.12.16) Execution Version.docx Page 20
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 / Er in ▇ . ▇▇▇▇▇ ry Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Tit le: Sr. Director, Global Leasing and Cargo ▇▇▇▇▇▇ LEASE FINANCE CORPORATION, FOR ITSELF AND AS SERVICER By : / s / Br ▇▇▇ ▇. ▇▇ le Name: ▇▇▇▇▇ ▇. Hole Tit le: President IAE LLC Proprietary - Subject to the Restrictions on the Front Page ▇▇▇▇▇▇ PW1100G-JM Spare NEB (2024.12.16) Execution Version.docx Page 21 APPENDIX 1 PW1133G-JM TURBOFAN ENGINE MODEL SPECIFICATION [*] IAE LLC Proprietary - Subject to the Restrictions on the Front Page ▇▇▇▇▇▇ PW1100G-JM Spare NEB (2024.12.16) Execution Version.docx Page 22 APPENDIX 2 PW1133G-JM SPARE ENGINE DELIVERY SCHEDULE AND PURCHASE PRICE SPARE ENGINE RANK DELIVERY DATE SPARE ENGINE PURCHASE PRICE 1 December 2024 US$[*] 2 December 2024 US$[*] 3 December 2024 US$[*] 4 December 2024 US$[*] 5 December 2024 US$[*] 6 December 2024 US$[*] 7 December 2024 US$[*] 8 December 2024 US$[*] 9 December 2024 US$[*] IAE LLC Proprietary - Subject to the Restrictions on the Front Page ▇▇▇▇▇▇ PW1100G-JM Spare NEB (2024.12.16) Execution Version.docx Page 23 APPENDIX 3 PW1100G-JM ENGINE AND PARTS SERVICE POLICY [*] IAE LLC Proprietary - Subject to the Restrictions on the Front Page ▇▇▇▇▇▇ PW1100G-JM Spare NEB (2024.12.16) Execution Version.docx Page 24
APPENDIX 4 RESERVED IAE LLC Proprietary - Subject to the Restrictions on the Front Page ▇▇▇▇▇▇ PW1100G-JM Spare NEB (2024.12.16) Execution Version.docx Page 25 APPENDIX 5 QEC KIT [*] IAE LLC Proprietary - Subject to the Restrictions on the Front Page ▇▇▇▇▇▇ PW1100G-JM Spare NEB (2024.12.16) Execution Version.docx Page 33 APPENDIX 6 RESERVED IAE LLC Proprietary - Subject to the Restrictions on the Front Page ▇▇▇▇▇▇ PW1100G-JM Spare NEB (2024.12.16) Execution Version.docx Page 34 APPENDIX 7 FORM OF SPARE ENGINE WARRANTY BILL OF SALE International Aero Engines, LLC (“IAE LLC”), a limited liability company organized and existing under the laws of Delaware and having an office and place of business at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ (“Seller”), is the owner of the full legal and beneficial title to the following equipment (collectively, the “Engine”): 1. One IAE LLC model PW1133G-JM spare engine bearing manufacturer’s serial number _________________ in non-QEC, bare engine configuration; 2. One new IAE LLC-approved engine moisture and vapour proof storage bag; 3. One new IAE LLC-approved engine transportation stand model number cradle ___________________ with _______________ base; 4. All appliances, parts, instruments, appurtenances, accessories, furnishings or other equipment or property installed in or attached to the Engine, to which Seller holds title; and 5. All records applicable to such Engine. For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Seller does hereby sell, grant, transfer, deliver and set over to _______________ , a _________________ organized and existing under the laws of ________________ , with a place of business at __________________ (“Buyer”) and its successors and assignees forever all right, title and interest in and to the Engine, to have and to hold the Engine for its and their use forever. This Warranty Bill of Sale is made and delivered pursuant to the provisions of the Contract to Purchase PW1133G-JM Spare Engines between Seller and ▇▇▇▇▇▇ Lease Finance Corporation (for itself and as Servicer) dated December __, 2024, and shall be governed by and construed in accordance with the laws of the State of New York. IN WITNESS WHEREOF, ▇▇▇▇▇▇ has caused this Warranty Bill of Sale to be executed and delivered as of this _______________ day of ________________ , 20______. INTERNATIONAL AERO ENGINES, LLC By: Name: Title: IAE LLC Proprietary - Subject to the Restrictions on the Front Page ▇▇▇▇▇▇ PW1100G-JM Spare NEB (2024.12.16) Execution Version.docx Page 35
APPENDIX 8 LIST OF [*] [*] IAE LLC Proprietary - Subject to the Restrictions on the Front Page ▇▇▇▇▇▇ PW1100G-JM Spare NEB (2024.12.16) Execution Version.docx Page 36