wlfc_Ex10_40



		

			Exhibit 10.40

		


		

			 

		


			

					

						 


					

					

						CONFIDENTIAL TREATMENT
REQUESTED


				




		

			 

		





		
			AMENDMENT NO. 1
		

		
			DATED AS OF JULY 25, 2018
		

		
			 
		

		
			TO THE
		

		
			AGREEMENT TO PURCHASE [*] SPARE ENGINES
		

		
			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”).  IAE 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’s written consent.  Neither receipt nor possession of this document, from any source, constitutes IAE’s permission.  Possessing, using, copying or disclosing this document to or for the benefit of any third party without IAE’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 01-PA-IAE(WLFC) 2 Addl [*] SPEs (2018-Jul-24) For Distribution

		


		

			DS

		


		

			54495-0001/141818660.3 

		





 



			

					

						 


					

					

						CONFIDENTIAL TREATMENT
REQUESTED


				




		

			 

		





		

		
			AMENDMENT NO. 1
		

		
			 
		

		
			THIS AMENDMENT NO. 1 (this “Amendment No. 1”) dated July 25, 2018,  by and between,  IAE International Aero Engines AG,  having 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 773 San Marin Drive, Suite 2215, Novato, CA 94998, 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 as of March 16, 2018 (the “Contract”), by and between IAE and Willis.
		

		
			 
		

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

		
			 
		

		
			WHEREAS:
		

		
			 
		

		
			Willis desires to purchase from IAE, and IAE desires to sell to Willis, two (2) 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 two (2) additional new [*] Spare Engines to the Contract upon the terms and conditions set forth in the Contract together with this Amendment No. 1;
		

		
			 
		

		
			NOW THEREFORE:
		

		
			 
		

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

		
			 
		

		
			1.The recitals from page 3 of the Contract are hereby replaced in their entirety with the following:
		

		
			 
		

		
			“Willis desires to purchase from IAE, and IAE desires to sell to Willis, fourteen (14) new [*] Spare Engines, which will be operated by one or more lessees of Willis to support such lessee’s  [*] 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 fourteen (14) Spare Engines.”
		

		
			 
		

		
			2.The definition of “Spare Engine” set forth in Section 1.9 is revised to read as follows:
		

		
			 
		

		
			““Spare Engine” means, individually or collectively as the context requires, the fourteen (14) [*] engines that are the subject of this Contract, as specified in Appendix 2 and described in the corresponding Specification. Each Spare Engine is [*].”
		

		
			 
		

		
			3.Section 2.4.1.a and 2.4.1.b are revised to read as follows:
		

		
			 
		

		
			“a.[*]
		

		
			
		

		
			


		 


		

			 

		


		

			IAE 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 01-PA-IAE(WLFC) 2 Addl [*] SPEs (2018-Jul-24) For Distribution


					

					

						Page 2


				
	

					

						54495-0001/141818660.3 


					

					

						 


				




		

			 

		





 



			

					

						 


					

					

						CONFIDENTIAL TREATMENT
REQUESTED


				




		

			 

		





		

		
			b.[*]”
		

		
			 
		

		
			4.Appendix 2 of the Contract, Delivery Schedule and Pricing, is hereby deleted and replaced with the following in order to add the two (2) additional Spare Engines in Spare Engine Ranks 9 and 10:
		

		
			 
		

		
			“APPENDIX 2
		

		
			 
		

		
			DELIVERY SCHEDULE AND PRICING
		

		
			 
		

			
					
						Spare Engine Rank

					
					
						Spare Engine Model1

					
					
						Delivery Date2

					
					
						Spare Engine

					
						Purchase Price3

				
	
					
						1

					
					
						[*]

					
					
						[*]

					
					
						See below

				
	
					
						2

					
					
						[*]

					
					
						[*]

				
	
					
						3

					
					
						[*]

					
					
						[*]

				
	
					
						4

					
					
						[*]

					
					
						[*]

				
	
					
						5

					
					
						[*]

					
					
						[*]

				
	
					
						6

					
					
						[*]

					
					
						[*]

				
	
					
						7

					
					
						[*]

					
					
						[*]

				
	
					
						8

					
					
						[*]

					
					
						[*]

				
	
					
						9

					
					
						[*]

					
					
						[*]

				
	
					
						10

					
					
						[*]

					
					
						[*]

				
	
					
						11

					
					
						[*]

					
					
						[*]

				
	
					
						12

					
					
						[*]

					
					
						[*]

				
	
					
						13

					
					
						[*]

					
					
						[*]

				
	
					
						14

					
					
						[*]

					
					
						[*]

				



		
			 
		

		
			
		

		



		 


		

			 

		


		

			IAE 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 01-PA-IAE(WLFC) 2 Addl [*] SPEs (2018-Jul-24) For Distribution


					

					

						Page 3


				
	

					

						54495-0001/141818660.3 


					

					

						 


				




		

			 

		





 



			

					

						 


					

					

						CONFIDENTIAL TREATMENT
REQUESTED


				




		

			 

		




	
					
						

					
						 

				
	
					
						1Willis will notify IAE no later than [*] prior to the Delivery Date whether Willis requires that the Spare Engine be delivered in [*]. 

				
	
					
						 

				
	
					
						2IAE will be obligated to deliver each Spare Engine by [*], as appropriate. Notwithstanding the foregoing, IAE and Willis agree to meet [*] to discuss in good faith the potential acceleration of one or more Delivery Dates within [*]. Should the Parties agree in writing to accelerate one or more Delivery Dates, such accelerated date(s) will become the Delivery Date(s) for all purposes of this Contract. 

				
	
					
						 

				
	
					
						3Spare Engine Purchase Price:

				
	
					
						[*]

				
	
					
						[*]

				



		
			 
		

		
			”
		

		
			 
		

		
			The terms and conditions contained in this Amendment No. 1 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. 1 shall be binding upon a  party unless set forth in a written instrument executed by both parties.
		

		
			 
		

		
			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 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. 1 is available for the parties’ consideration until July 31, 2018.  This Amendment No. 1 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. 1 will become an enforceable amendment to the Contract.  After acceptance by IAE,  IAE will return one (1) fully executed duplicate original Amendment No. 1 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.
		

		
			 
		

		
			[SIGNATURE PAGE FOLLOWS ON THE NEXT PAGE]
		

		
			 
		

		
			
		

		
			


		 


		

			 

		


		

			IAE 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 01-PA-IAE(WLFC) 2 Addl [*] SPEs (2018-Jul-24) For Distribution


					

					

						Page 4


				
	

					

						54495-0001/141818660.3 


					

					

						 


				




		

			 

		





 



			

					

						 


					

					

						CONFIDENTIAL TREATMENT
REQUESTED


				




		

			 

		





		

		
			IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to be executed in duplicate as of the date last written below.
		

		
			 
		

			
					
						WILLIS LEASE FINANCE CORPORATION,

					
					
						 

				
	
					
						For itself and as Servicer

					
					
						 

				
	
					
						 

					
					
						 

				
	
					
						 

					
					
						 

				
	
					
						By:

					
					
						/s/ Brian R. Hole

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						Name:

					
					
						Brian R. Hole

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						Title:

					
					
						President

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						Date:

					
					
						July 26, 2018

					
					
						 

				
	
					
						 

					
					
						 

				
	
					
						 

					
					
						 

				
	
					
						 

					
					
						 

				
	
					
						IAE INTERNATIONAL AERO ENGINES AG

					
					
						 

				
	
					
						 

					
					
						 

				
	
					
						 

					
					
						 

				
	
					
						By:

					
					
						/s/ Alicia Perrault

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						Name:

					
					
						Alicia Perrault

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						Title:

					
					
						Chief Legal Officer

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						Date:

					
					
						July 27, 2018

					
					
						 

				



		
			 
		


		 


		

			 

		


		

			IAE 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 01-PA-IAE(WLFC) 2 Addl [*] SPEs (2018-Jul-24) For Distribution


					

					

						Page 5


				
	

					

						54495-0001/141818660.3