Amendment No.3 to Agreement to Purchase Spare Engines, dated March 22, 2019, between IAE International Aero Engines AG and Willis Lease Finance Corporation

THIS AMENDMENT NO. 3 (this “Amendment No. 3”) dated as of March 22, 2019, by and between IAE International Aero Engines AG, with a place of business at 400 Main Street, East Hartford, Connecticut 06118, United States of America (“IAE”), and Willis Lease Finance Corporation, with a place of business 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, "Willis"), amends that certain Agreement to Purchase [*] Spare Engines dated March 16, 2018, by and between IAE and Willis (as amended from time to time, the “Contract”).

Capitalized terms used herein without definition shall have the respective meanings assigned to such terms in the Contract, unless expressly stated otherwise.

Willis desires to purchase from IAE, and IAE desires to sell to Willis, five (5) additional new [*] Spare Engines, which will be operated by one or more of Willis’ lessees on such lessees’ [*] aircraft powered by [*] engines; and

IAE and Willis desire to amend the Contract in order to add such five (5) additional new [*] Spare Engines to the Contract upon the terms and conditions set forth in the Contract together with this Amendment No. 3;

In consideration of the foregoing recitals, conditions and of the mutual covenants herein contained, the parties hereby amend the Contract as follows:

“Willis desires to purchase from IAE, and IAE desires to sell to Willis, nineteen (19) new [*] Spare Engines, which will be operated by one or more lessees of Willis to support such lessees’ [*] aircraft powered by [*] engines; and

The parties hereby set out the terms upon which Willis will purchase from IAE, and IAE will sell to Willis, the nineteen (19) Spare Engines.”

““Spare Engine” means, individually or collectively as the context requires, the nineteen (19) [*] engines that are the subject of this Contract, as specified in Appendix 2 and described in the corresponding Specification. Each Spare Engine is [*].”

“a.    [*]

b.    [*]

“c.    [*]

“All payments hereunder will be deemed to have been made only to the extent cleared or good value funds are received by IAE at a bank account in accordance with Section 2.4.2 above. [*], and provided that Willis submits the preliminary version of the form attached as Appendix 4 in accordance with Section 2.5.2, then, at least [*] prior to the due date of any payment hereunder, IAE will provide Willis with an invoice therefor. In respect of [*], IAE will provide Willis with an invoice therefor promptly upon execution of this Contract.”

“[*], no less than (i) [*] for the preliminary version and (ii) [*] for the final version, in each case prior to the Delivery Date, Willis must provide IAE with instructions as to the marking and transportation details for each Spare Engine by completing the required portions of the form attached as Appendix 4. The Parties recognize that notwithstanding Section 2.5.2(ii) above, Willis shall be entitled to adjust [*] prior to the Delivery Date without any impact to the Delivery Date; provided, however, that if Willis makes any change to [*], or to [*], in each case within [*] of the Delivery Date, the Parties agree that IAE shall be entitled to up to [*] to process such adjustment and the Delivery Date will be extended accordingly without any liability to either Party.”

“[*], provided that Willis complies with Section 2.5.2 above, IAE will provide Willis with the Spare Engine serial number no later than [*] prior to the Delivery Date.”

“If IAE is hindered or prevented from Delivering any Spare Engine to Willis due to a reason other than Force Majeure for a period longer than the earlier to occur of (a) [*] after the Delivery Date set forth in Appendix 2 or (b) [*] (an "Inexcusable Delay"), 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, at its option, to purchase either (i) the Spare Engine(s) affected by such Inexcusable Delay, or (ii) any undelivered Spare Engine(s) remaining under the Contract, with immediate effect and without judicial recourse, by giving IAE a written notice of its intention to do so, without liability resulting from such Inexcusable Delay for either Party; provided, however, that IAE will promptly return [*] for such Spare Engine(s).”

[*]

“Willis Lease Finance Corporation

60 East Sir Francis Drake Blvd.

Suite 209

Larkspur, California 94939

United States of America

Attention: [*]”

The terms and conditions contained in this Amendment No. 3 constitute the entire agreement between the Parties with respect to the matters herein described, and supersede all prior understandings and agreements of the Parties with respect thereto. No amendment or modification of this Amendment No. 3 shall be binding upon a Party unless set forth in a written instrument executed by both Parties.

The Parties hereby acknowledge and agree that there has been full and adequate consideration for the mutual promises contained herein. The terms and conditions of the Contract are incorporated herein by reference. Except as expressly amended hereby, all other terms and conditions of the Contract shall remain unchanged and in full force and effect and are hereby ratified and confirmed in all respects.

This Amendment No. 3 is available for the Parties’ consideration until March 22, 2019. This Amendment No. 3 may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original and all of which when taken together shall constitute the same instrument.

Upon acceptance by IAE, as evidenced by execution of the signature block below, this Amendment No. 3 will become an enforceable amendment to the Contract. After acceptance by IAE, IAE will return one (1) fully executed duplicate original Amendment No. 3 to Willis. The Parties agree that facsimile or electronically transmitted signatures are deemed to be of the same force and effect as an original executed document. If executed by facsimile or electronic transmission, the Parties agree to provide original signature pages upon request.

IN WITNESS WHEREOF, the Parties have caused this Amendment No. 3 to be duly executed as of the date first stated above.