wlfc_Ex10_41



		

			Exhibit 10.41

		


		

			 

		


			

					

						 


					

					

						CONFIDENTIAL TREATMENT
REQUESTED


				




		

			 

		





		
			AMENDMENT NO. 2
		

		
			DATED AS OF AUGUST 9, 2018
		

		
			TO THE
		

		
			AGREEMENT TO PURCHASE [*] SPARE ENGINE
		

		
			BY AND BETWEEN
		

		
			IAE INTERNATIONAL AERO ENGINES AG
		

		
			AND
		

		
			WILLIS LEASE FINANCE CORPORATION
		

		
			FOR ITSELF AND AS SERVICER
		

		
			DATED AS OF MARCH 16, 2018
		

		
			
		

		
			


		 


		

			 

		


		

			This document contains proprietary information of IAE International Aero Engines AG (“IAE AG”).  IAE AG 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 AG’s written consent.  Neither receipt nor possession of this document, from any source, constitutes IAE AG’s permission.  Possessing, using, copying or disclosing this document to or for the benefit of any third party without IAE AG’s written consent may result in criminal and/or civil liability.

		


		

			 

		


		

			THIS DOCUMENT CONTAINS NO TECHNICAL DATA SUBJECT TO THE EAR OR ITAR.

		


		

			 

		


		

			NOTE: Certain Confidential Information in this document (indicated by [*]) has been omitted and filed separately with
the Securities and Exchange Commission pursuant to a request for confidential treatment.

		


		

			 

		


		

			Amdt 02-PA-IAE(WLFC) [*] SPEs (2018-Aug-09) For Distribution

		


		

			SG

		


		

			54495-0001/141818661.2 

		





 



			

					

						 


					

					

						CONFIDENTIAL TREATMENT
REQUESTED


				




		

			 

		





		

		
			AMENDMENT NO. 2
		

		
			 
		

		
			THIS AMENDMENT NO. 2, dated as of August 9, 2018 (this “Amendment No. 2”), amends the Agreement To Purchase [*] Spare Engines,  dated March 16, 2018  (the “Agreement”),  by and between IAE International Aero Engines AG (“IAE AG”),  which has an office located at 400 Main Street, East Hartford, Connecticut 06118, USA and Willis Lease Finance Corporation, a corporation organized and existing under the laws of the State of Delaware, which has an office located at 773 San Marin Drive, Suite 2215, Novato, California 94998, United States (“Willis”).
		

		
			 
		

		
			WHEREAS:
		

		
			The Parties entered into the Agreement to Purchase [*] Spare Engines, dated March 16, 2018, to purchase twelve (12) new [*] Spare Engines from IAE, which will be operated by one or more lessee of Willis to support such lessee's [*] aircraft powered by [*] engines;
		

		
			The Parties entered into Amendment No. 1 to the Agreement of Purchase [*] Spare Engines, dated July 25, 2018, to add two (2) additional new [*] Spare Engines to the Agreement;
		

		
			The Parties now desire to amend the Agreement to revise the list of Permitted Affiliates in Appendix 6 of the Agreement.
		

		
			NOW THEREFORE:
		

		
			In consideration of the foregoing conditions and of the mutual covenants herein contained,  IAE AG and Willis hereby amend the Agreement as follows:
		

		
			1.Appendix 6 of the Agreement is hereby deleted in its entirety and replaced with the new Appendix 6 provided as Attachment 1 to this Amendment No. 2.
		

		
			The terms and provisions and attachments contained in this Amendment No. 2 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. 2 shall be binding upon either party unless set forth in a written instrument executed by both parties.
		

		
			Capitalized terms used herein without definition shall have the respective meanings assigned to such terms in the Agreement.  The parties hereby agree and acknowledge that there has been full and adequate consideration for the mutual promises contained herein.  The terms and conditions of the Agreement are incorporated herein by reference.  Except as expressly
		

		
			
		

		
			


		 


		

			 

		


		

			IAE AG Proprietary - Subject to the Restrictions on the Front Page

		


		

			 

		


		

			NOTE: Certain Confidential Information in this document (indicated by [*]) has been omitted and filed separately with
the Securities and Exchange Commission pursuant to a request for confidential treatment.

		


		

			 

		


			

					

						Amdt 02-PA-IAE(WLFC) [*] SPEs (2018-Aug-09) For Distribution


					

					

						Page 2


				
	

					

						54495-0001/141818661.2 


					

					

						 


				




		

			 

		





 



			

					

						 


					

					

						CONFIDENTIAL TREATMENT
REQUESTED


				




		

			 

		





		

		
			amended hereby, all other terms and conditions of the Agreement shall remain unchanged and in full force and effect and are hereby ratified and confirmed in all respects.
		

		
			This Amendment No. 2 is available for the parties’ consideration until September 10, 2018.  Should the terms and conditions of this Amendment No. 2 be acceptable to Willis, please indicate such acceptance of this Amendment No. 2 by having an authorized official of Willis sign each of the two (2) duplicate originals in the space provided and by returning both signed originals to [*] by September 10, 2018.
		

		
			This Amendment No. 2 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 AG, as evidenced by execution of the signature block below, this document will become an enforceable amendment to the contract and shall be deemed executed in the jurisdiction in which it was signed by IAE AG.  After acceptance by IAE AG,  IAE AG will return one (1) fully executed duplicate original Amendment No. 2 to Willis.  The parties agree that facsimile signatures shall be deemed to be of the same force and effect as an original executed document.  If executed by facsimile, the parties agree to provide original signature pages upon request.
		

		
			
		

		
			


		 


		

			 

		


		

			IAE AG Proprietary - Subject to the Restrictions on the Front Page

		


		

			 

		


		

			NOTE: Certain Confidential Information in this document (indicated by [*]) has been omitted and filed separately with
the Securities and Exchange Commission pursuant to a request for confidential treatment.

		


		

			 

		


			

					

						Amdt 02-PA-IAE(WLFC) [*] SPEs (2018-Aug-09) For Distribution


					

					

						Page 3


				
	

					

						54495-0001/141818661.2 


					

					

						 


				




		

			 

		





 



			

					

						 


					

					

						CONFIDENTIAL TREATMENT
REQUESTED


				




		

			 

		





		

		
			IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2 to be executed in duplicate as of the date last written below.
		

		
			 
		

			
					
						WILLIS LEASE FINANCE CORPORATION

					
					
						 

				
	
					
						 

					
					
						 

				
	
					
						 

					
					
						 

				
	
					
						By:

					
					
						/s/ Dean M. Poulakidas

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						Typed Name:

					
					
						Dean M. Poulakidas

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						Title:

					
					
						Senior Vice President

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						Date:

					
					
						August 10, 2018

					
					
						 

				
	
					
						 

					
					
						 

				
	
					
						 

					
					
						 

				
	
					
						 

					
					
						 

				
	
					
						IAE INTERNATIONAL AERO ENGINES AG

					
					
						 

				
	
					
						 

					
					
						 

				
	
					
						 

					
					
						 

				
	
					
						By:

					
					
						/s/ Alicia Perrault

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						Typed Name:

					
					
						Alicia Perrault

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						Title:

					
					
						Chief Legal Officer

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						Date:

					
					
						August 14, 2018

					
					
						 

				



		
			 
		

		
			
		

		
			


		 


		

			 

		


		

			IAE AG Proprietary - Subject to the Restrictions on the Front Page

		


		

			 

		


		

			NOTE: Certain Confidential Information in this document (indicated by [*]) has been omitted and filed separately with
the Securities and Exchange Commission pursuant to a request for confidential treatment.

		


		

			 

		


			

					

						Amdt 02-PA-IAE(WLFC) [*] SPEs (2018-Aug-09) For Distribution


					

					

						Page 4


				
	

					

						54495-0001/141818661.2 


					

					

						 


				




		

			 

		





 



			

					

						 


					

					

						CONFIDENTIAL TREATMENT
REQUESTED


				




		

			 

		





		

		
			ATTACHMENT 1
		

		
			 
		

		
			“APPENDIX 6
		

		
			 
		

		
			LIST OF PERMITTED AFFILIATES
		

		
			 
		

		
			WEST Engine Acquisition LLC, a limited liability company organized and existing under the laws of the State of Delaware
		

		
			 
		

		
			Willis Engine Structured Trust Ill, a statutory trust organized and existing under the laws of the
		

		
			State of Delaware
		

		
			 
		

		
			Willis Engine Structured Trust IV, a statutory trust organized and existing under the laws of the
		

		
			State of Delaware
		

		
			 
		

		
			Willis Mitsui & Co Engine Support Limited, a limited company organized and existing under the laws of Ireland
		

		
			 
		

		
			CASC Willis Engine Lease Company Limited, a Sino-foreign equity joint venture organized and existing under the laws of China (Shanghai) Pilot Free Trade Zone, People's Republic of China
		

		
			 
		

		
			Wells Fargo Bank Northwest, National Association (or Wells Fargo Trust Company, N.A., as applicable), a national banking association organized and existing under the laws of the United
		

		
			States of America, or US Bank National Association, a national banking association organized and existing under the laws of the United States of America, in each case, not in its individual capacity but solely as Owner Trustee for the benefit of any of the foregoing.”
		

		
			 
		


		 


		

			 

		


		

			IAE AG Proprietary - Subject to the Restrictions on the Front Page

		


		

			 

		


		

			NOTE: Certain Confidential Information in this document (indicated by [*]) has been omitted and filed separately with
the Securities and Exchange Commission pursuant to a request for confidential treatment.

		


		

			 

		


			

					

						Amdt 02-PA-IAE(WLFC) [*] SPEs (2018-Aug-09) For Distribution


					

					

						Page 5


				
	

					

						54495-0001/141818661.2