Willis Lease Finance Corp 10-Q for FY2025 Q1
Willis Lease Finance Corp (WLFC)
10-Q
2025-05-06
For: 2025-03-31
View Original
Added on
April 04, 2026
About this 10-Q
Willis Lease Finance Corp filed this 10-Q on May 6, 2025, covering the quarter ended March 31, 2025 (FY2025 Q1).
Headline figures
Quarter ended March 31, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $157.73M
- up 32.5% from $119.08M a year earlier
- Net income
- $16.87M
- down 19.2% from net income of $20.87M a year earlier
- Diluted EPS
- $2.21
- down 26.3% from $3.00 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________________________________________________
FORM 10-Q
(Mark One)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended March 31, 2025
OR
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
Commission File Number: 001-15369
______________________________________________________________________
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) | |||||||
| (Address of principal executive offices) | (Zip Code) | |||||||||||||
Registrant’s telephone number, including area code (561 ) 349-9989
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol | Name of exchange on which registered | ||||||||||||
______________________________________________________________________
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large Accelerated Filer | ☐ | ☒ | |||||||||
| Non-Accelerated Filer | ☐ | Smaller Reporting Company | |||||||||
| Emerging Growth Company | |||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The number of shares of the registrant’s Common Stock outstanding as of May 2, 2025 was 6,902,975 .
WILLIS LEASE FINANCE CORPORATION
AND SUBSIDIARIES
INDEX
2
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains certain forward-looking statements, including, without limitation, statements concerning the conditions in our industry, our operations, our economic performance and financial condition, including, in particular, statements relating to our business, operations, growth strategy and service development efforts, the potential impact of the current high interest rate and inflationary environment as well as the impact of new or increased tariffs on the Company’s business, operating results and financial condition, and the execution of our quarterly dividend and stock repurchase program. The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for certain forward-looking statements so long as such information is identified as forward-looking and is accompanied by meaningful cautionary statements identifying important factors that could cause actual results to differ materially from those expressed in or projected by forward-looking statements. When used in this Quarterly Report on Form 10-Q, the words “may,” “might,” “should,” “estimate,” “project,” “plan,” “anticipate,” “expect,” “intend,” “outlook,” “believe,” “forecast” and other similar expressions are intended to identify forward-looking statements and information. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of their dates. These forward-looking statements are based on estimates and assumptions by our management that, although we believe to be reasonable, are inherently uncertain and subject to a number of risks and uncertainties. These risks and uncertainties include, without limitation, those in our Annual Report on Form 10-K for the year ended December 31, 2024 (the “2024 Form 10-K”) filed with the Securities and Exchange Commission (the “SEC”) on March 11, 2025, this quarterly report on Form 10-Q for the three months ended March 31, 2025, and our other reports filed with the SEC. We undertake no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law. Reference is also made to such risks and uncertainties detailed from time to time in our other filings with the SEC.
3
PART I — FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements (Unaudited)
WILLIS LEASE FINANCE CORPORATION
AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(In thousands, except per share data)
(Unaudited)
| March 31, 2025 | December 31, 2024 | ||||||||||
| ASSETS | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Restricted cash | |||||||||||
Equipment held for operating lease, less accumulated depreciation of $ | |||||||||||
| Maintenance rights | |||||||||||
| Equipment held for sale | |||||||||||
Receivables, net of allowances of $ | |||||||||||
| Spare parts inventory | |||||||||||
| Investments | |||||||||||
Property, equipment & furnishings, less accumulated depreciation of $ | |||||||||||
| Intangible assets, net | |||||||||||
Notes receivable, net of allowances of $ | |||||||||||
Investments in sales-type leases, net of allowances of $ | |||||||||||
| Other assets | |||||||||||
| Total assets (1) | $ | $ | |||||||||
| LIABILITIES, REDEEMABLE PREFERRED STOCK AND SHAREHOLDERS’ EQUITY | |||||||||||
| Liabilities: | |||||||||||
| Accounts payable and accrued expenses | $ | $ | |||||||||
| Deferred income taxes | |||||||||||
| Debt obligations | |||||||||||
| Maintenance reserves | |||||||||||
| Security deposits | |||||||||||
| Unearned revenue | |||||||||||
| Total liabilities (2) | |||||||||||
Redeemable preferred stock ($ | |||||||||||
| Shareholders’ equity: | |||||||||||
Common stock ($ | |||||||||||
| Paid-in capital in excess of par | |||||||||||
| Retained earnings | |||||||||||
Accumulated other comprehensive income, net of income tax expense of $ | |||||||||||
| Total shareholders’ equity | |||||||||||
| Total liabilities, redeemable preferred stock and equity | $ | $ | |||||||||
_____________________________
4
(1)Total assets at March 31, 2025 and December 31, 2024, include the following assets of variable interest entities (“VIEs”) that can only be used to settle the liabilities of the VIEs: Restricted cash $116,737 and $123,392 ; Equipment $1,671,420 and $1,681,197 ; Maintenance rights $11,941 and $12,708 ; Notes receivable $136,922 and $139,853 ; Investments in sales-type leases $17,271 and $17,752 ; and Other assets $11,929 and $11,973 (each respectively).
(2)Total liabilities at March 31, 2025 and December 31, 2024, include the following liabilities of VIEs for which the VIEs’ creditors do not have recourse to Willis Lease Finance Corporation: Debt obligations $1,489,572 and $1,518,391 , respectively. Further, refer to Note 6 of the Condensed Consolidated Financial Statements for details of the Company’s commitments and contingencies.
See accompanying notes to the unaudited condensed consolidated financial statements.
5
WILLIS LEASE FINANCE CORPORATION
AND SUBSIDIARIES
Condensed Consolidated Statements of Income
(In thousands, except per share data)
(Unaudited)
| Three months ended March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| REVENUE | |||||||||||
| Lease rent revenue | $ | $ | |||||||||
| Maintenance reserve revenue | |||||||||||
| Spare parts and equipment sales | |||||||||||
| Interest revenue | |||||||||||
| Gain on sale of leased equipment | |||||||||||
| Gain on sale of financial assets | |||||||||||
| Maintenance services revenue | |||||||||||
| Other revenue | |||||||||||
| Total revenue | |||||||||||
| EXPENSES | |||||||||||
| Depreciation and amortization expense | |||||||||||
| Cost of spare parts and equipment sales | |||||||||||
| Cost of maintenance services | |||||||||||
| Write-down of equipment | |||||||||||
| General and administrative | |||||||||||
| Technical expense | |||||||||||
| Net finance costs: | |||||||||||
| Interest expense | |||||||||||
| Total net finance costs | |||||||||||
| Total expenses | |||||||||||
| Income from operations | |||||||||||
| Income from joint ventures | |||||||||||
| Income before income taxes | |||||||||||
| Income tax expense | |||||||||||
| Net income | |||||||||||
| Preferred stock dividends | |||||||||||
| Accretion of preferred stock issuance costs | |||||||||||
| Net income attributable to common shareholders | $ | $ | |||||||||
| Basic weighted average income per common share | $ | $ | |||||||||
| Diluted weighted average income per common share | $ | $ | |||||||||
| Basic weighted average common shares outstanding | |||||||||||
| Diluted weighted average common shares outstanding | |||||||||||
See accompanying notes to the unaudited condensed consolidated financial statements.
6
WILLIS LEASE FINANCE CORPORATION
AND SUBSIDIARIES
Condensed Consolidated Statements of Comprehensive Income
(In thousands)
(Unaudited)
| Three months ended March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Net income | $ | $ | |||||||||
| Other comprehensive loss: | |||||||||||
| Currency translation adjustment | ( | ||||||||||
| Unrealized loss on derivative instruments | ( | ( | |||||||||
| Unrealized loss on derivative instruments at joint venture | ( | ( | |||||||||
| Net loss recognized in other comprehensive income | ( | ( | |||||||||
| Tax benefit related to items of other comprehensive income | ( | ( | |||||||||
| Other comprehensive loss | ( | ( | |||||||||
| Total comprehensive income | $ | $ | |||||||||
See accompanying notes to the unaudited condensed consolidated financial statements.
7
WILLIS LEASE FINANCE CORPORATION
AND SUBSIDIARIES
Condensed Consolidated Statements of Redeemable Preferred Stock and Shareholders’ Equity
Three months ended March 31, 2025 and 2024
(In thousands)
(Unaudited)
| Shareholders’ Equity | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Redeemable Preferred Stock | Common Stock | Paid in Capital in Excess of par | Retained Earnings | Accumulated Other Comprehensive Income | Total Shareholders’ Equity | |||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | |||||||||||||||||||||||||||||||||||||||||||||||
Balances at December 31, 2024 | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
Net unrealized gain from currency translation adjustment, net of tax expense of $ | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
Net unrealized loss from derivative instruments, net of tax benefit of $ | — | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||
| Shares issued under stock compensation plans | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation expense, net of forfeitures | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
| Accretion of preferred shares issuance costs | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||
Common stock cash dividends paid ($ | — | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||
Preferred stock dividends ($ | — | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||
Balances at March 31, 2025 | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||
| Shareholders’ Equity | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Redeemable Preferred Stock | Common Stock | Paid in Capital in Excess of par | Retained Earnings | Accumulated Other Comprehensive Income | Total Shareholders’ Equity | |||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | |||||||||||||||||||||||||||||||||||||||||||||||
Balances at December 31, 2023 | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
Net unrealized loss from currency translation adjustment, net of tax benefit of $ | — | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||
Net unrealized loss from derivative instruments, net of tax benefit of $ | — | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||
| Shares issued under stock compensation plans | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation expense, net of forfeitures | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
| Accretion of preferred shares issuance costs | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||
Preferred stock dividends ($ | — | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||
Balances at March 31, 2024 | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||
See accompanying notes to the unaudited condensed consolidated financial statements.
8
WILLIS LEASE FINANCE CORPORATION
AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
| Three months ended March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Cash flows from operating activities: | |||||||||||
| Net income | $ | $ | |||||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
| Depreciation and amortization expense | |||||||||||
| Payments received on sales-type leases | |||||||||||
| Gain on sale of leased equipment | ( | ( | |||||||||
| Gain on sale of financial assets | ( | ||||||||||
| Stock-based compensation expense | |||||||||||
| Income from joint ventures | ( | ( | |||||||||
| Accretion of deferred costs and note discounts | |||||||||||
| Amortization of contract asset | |||||||||||
| Write-down of equipment | |||||||||||
| Allowances and provisions | ( | ||||||||||
| Deferred income taxes | |||||||||||
| Changes in assets and liabilities: | |||||||||||
| Receivables | ( | ( | |||||||||
| Inventory | ( | ||||||||||
| Other assets | ( | ||||||||||
| Accounts payable and accrued expenses | ( | ||||||||||
| Maintenance reserves | |||||||||||
| Security deposits | |||||||||||
| Unearned revenue | ( | ||||||||||
| Net cash provided by operating activities | |||||||||||
| Cash flows from investing activities: | |||||||||||
| Purchase of equipment held for operating lease and for sale | ( | ( | |||||||||
| Proceeds from sale of equipment (net of selling expenses) | |||||||||||
| Issuance of notes receivable | ( | ||||||||||
| Payments received on notes receivable | |||||||||||
| Purchase of property, equipment and furnishings | ( | ( | |||||||||
| Capital contribution to joint venture | ( | ||||||||||
| Net cash provided by (used in) investing activities | ( | ||||||||||
| Cash flows from financing activities: | |||||||||||
| Proceeds from debt obligations | |||||||||||
| Principal payments on debt obligations | ( | ( | |||||||||
| Common stock cash dividends paid | ( | ||||||||||
| Preferred stock dividends | ( | ( | |||||||||
| Debt issuance costs | ( | ( | |||||||||
| Proceeds from shares issued under stock compensation plans | |||||||||||
| Net cash used in financing activities | ( | ( | |||||||||
| Increase (decrease) in cash, cash equivalents and restricted cash | ( | ||||||||||
| Cash, cash equivalents and restricted cash at beginning of period | |||||||||||
| Cash, cash equivalents and restricted cash at end of period | $ | $ | |||||||||
| Supplemental disclosures of cash flow information: | |||||||||||
| Net cash paid for (refunded): | |||||||||||
| Interest | $ | $ | |||||||||
| Income Taxes | $ | ( | $ | ( | |||||||
| Supplemental disclosures of non-cash activities: | |||||||||||
| Transfers from Equipment held for operating lease to Investments in sales-type leases | $ | $ | |||||||||
| Transfers from Equipment held for operating lease to Equipment held for sale | $ | $ | |||||||||
| Transfers from Equipment held for operating lease to Spare parts inventory | $ | $ | |||||||||
9
| Non-cash additions to Equipment held for operating lease (1) | $ | $ | |||||||||
| Accretion of preferred stock issuance costs | $ | $ | |||||||||
_____________________________
1.During three months ended March 31, 2024, the Company engaged in exchange transactions involving monetary consideration with third parties in which the Company sold aircraft engine(s) in exchange for the purchase of aircraft engine(s). These transactions were accounted for under ASC 805 and ASC 845 and resulted in a total of $3.5 million in non-cash additions to equipment held for operating lease for the associated total gain.
See accompanying notes to the unaudited condensed consolidated financial statements.
10
WILLIS LEASE FINANCE CORPORATION
AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
March 31, 2025
(Unaudited)
Unless the context requires otherwise, references to the “Company,” “WLFC,” “we,” “us” or “our” in this Quarterly Report on Form 10-Q refer to Willis Lease Finance Corporation and its subsidiaries.
1. Summary of Significant Accounting Policies
The significant accounting policies of the Company were described in Note 1 to the Audited Consolidated Financial Statements included in the Company’s 2024 Form 10-K. There have been no significant changes in the Company’s significant accounting policies for the three months ended March 31, 2025.
(a) Basis of Presentation
The accompanying Unaudited Condensed Consolidated Financial Statements of the Company have been prepared in conformity with accounting principles generally accepted in the United States (“GAAP”), consistent in all material respects with those applied in the 2024 Form 10-K, for interim financial information and in accordance with the rules and regulations of the SEC. Therefore, they do not include all information and footnotes normally included in annual consolidated financial statements and should be read in conjunction with the consolidated financial statements and notes thereto included in the 2024 Form 10-K. In the opinion of management, the Unaudited Condensed Consolidated Financial Statements contain all adjustments (consisting principally of normal recurring accruals) necessary for a fair presentation of the Condensed Consolidated Balance Sheets, Statements of Income, Statements of Comprehensive Income, Statements of Redeemable Preferred Stock and Shareholders’ Equity, and Statements of Cash Flows for such interim periods presented. Operating results for interim periods are not necessarily indicative of the results that can be expected for a full year.
In accordance with GAAP, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. In preparing these financial statements, management has made its best estimates and judgments of certain amounts included in the financial statements, giving due consideration to materiality. These estimates and judgments are based on historical experience and other assumptions that management believes are reasonable and take into account the economic implications of the current high interest rate and inflationary environment as well as the impact of new or increased tariffs on the Company’s critical and significant accounting estimates. However, application of these accounting policies involves the exercise of judgment and use of assumptions as to future uncertainties and, as a result, actual results could differ materially from these estimates. The significant estimates made in the accompanying Unaudited Condensed Consolidated Financial Statements include certain assumptions related to intangible assets, long-lived assets, equipment held for sale, allowances for doubtful accounts and credit losses, inventory, deferred in-substance fixed payment use fees included in Unearned revenue on the Condensed Consolidated Balance Sheets, and estimated income taxes. Actual results may differ materially from these estimates under different assumptions or conditions. Given the uncertainty in the current high interest rate and inflationary environment as well as the impact of new or increased tariffs, the Company will continue to evaluate the nature and extent of the impact to its business, results of operations and financial condition.
(b) Principles of Consolidation
The accompanying Unaudited Condensed Consolidated Financial Statements include the accounts of the Company and its wholly owned subsidiaries, including VIEs, where the Company is the primary beneficiary in accordance with consolidation guidance. The Company first evaluates all entities in which it has an economic interest to determine whether for accounting purposes the entity is either a VIE or a voting interest entity. If the entity is a VIE, the Company consolidates the financial statements of that entity if it is the primary beneficiary of such entity’s activities. If the entity is a voting interest entity, the Company consolidates the financial statements of that entity when it has a majority of voting interests in such entity. Intercompany transactions and balances have been eliminated in consolidation.
(c) Risks and Uncertainties
11
Given the uncertainty in the rapidly changing market and economic conditions related to the current high interest rate and inflationary environment as well as the impact of new or increased tariffs, we will continue to evaluate the nature and extent of the impact on the Company’s business and financial position. The ultimate extent of the effects on the Company will depend on future developments, and such effects could exist for an extended period of time.
As of March 31, 2025, the Company had approximately $8.3 million in receivables owed by China-based lessees. Of this amount, $7.9 million was associated with one customer. Further, as of March 31, 2025, the Company had a total of five engines with a total net book value of $43.5 million on lease with China-based lessees. As it relates to the Company’s investments in joint ventures in which the Company has a 50% interest, each, as of March 31, 2025, the joint ventures had a total of five engines with a total net book value of $38.9 million on lease with China-based lessees.
(d) Recent Accounting Pronouncements
Recent Accounting Pronouncements To Be Adopted by the Company
In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures.” Under the ASU, public business entities must annually (1) disclose specific categories in the rate reconciliation and (2) provide additional information for reconciling items that meet a quantitative threshold (if the effect of those reconciling items is equal to or greater than five percent of the amount computed by multiplying pretax income or loss by the applicable statutory income tax rate). The amendments in this ASU are effective for public business entities for annual periods beginning after December 15, 2024, with early adoption permitted. The Company expects to adopt this accounting standard update for the year ended December 31, 2025, and the Company does not expect the adoption of this guidance to have a significant impact on the consolidated financial statement disclosures.
2. Equipment Held for Operating Lease and Notes Receivable
As of March 31, 2025, the Company had $2,597.8 million of equipment held in our operating lease portfolio, $179.3 million of notes receivable, $25.2 million of maintenance rights, and $17.3 million of investments in sales-type leases, which represented 347 engines, 15 aircraft, one marine vessel, and other leased parts and equipment. As of December 31, 2024, the Company had $2,635.9 million of equipment held in our operating lease portfolio, $183.6 million of notes receivable, $31.1 million of maintenance rights, and $21.6 million of investments in sales-type leases, which represented 354 engines, 16 aircraft, one marine vessel, and other leased parts and equipment.
The following table disaggregates equipment held for operating lease by asset class (in thousands):
| March 31, 2025 | December 31, 2024 | ||||||||||||||||||||||||||||||||||
| Gross Value | Accumulated Depreciation | Net Book Value | Gross Value | Accumulated Depreciation | Net Book Value | ||||||||||||||||||||||||||||||
| Engines and related equipment | $ | $ | ( | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||
| Aircraft and airframes | ( | ( | |||||||||||||||||||||||||||||||||
| Marine vessel | ( | ( | |||||||||||||||||||||||||||||||||
| $ | $ | ( | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||
Notes Receivable and Investments in Sales-Type Leases
During the three months ended March 31, 2025 and 2024, the Company recorded interest revenue related to the notes receivable and investments in sales-type leases of $3.9 million and $2.3 million, respectively. The effective interest rates on our notes receivable and investments in sales-type leases ranged from 6.0 % to 12.2 % as of March 31, 2025 and 7.1 % to 12.2 % as of March 31, 2024.
12
3. Investments
In 2011, the Company entered into an agreement with Mitsui & Co., Ltd. to participate in a joint venture formed as a Dublin-based Irish limited company, Willis Mitsui & Company Engine Support Limited (“WMES”), for the purpose of acquiring and leasing jet engines. Each partner holds a 50 % interest in the joint venture, and the Company uses the equity method in recording investment activity. As of March 31, 2025, WMES owned a lease portfolio, inclusive of 53 engines with a net book value of $363.1 million.
In 2014, the Company entered into an agreement with China Aviation Supplies Import & Export Corporation (“CASC”) to participate in a joint venture named CASC Willis Engine Lease Company Limited (“CASC Willis”), a joint venture based in Shanghai, China. Each partner holds a 50 % interest in the joint venture, and the Company uses the equity method in recording investment activity. CASC Willis acquires and leases jet engines to Chinese airlines and concentrates on the demand for leased commercial aircraft engines and aviation assets in the People’s Republic of China. As of March 31, 2025, CASC Willis owned a lease portfolio of four engines with a net book value of $37.3 million.
In March 2025, the Company entered into an agreement with independent MRO (Maintenance, Repair and Overhaul) provider Global Engine Maintenance to create a joint venture named Willis Global Engine Testing (“WGET”) to build an engine test facility in West Palm Beach, Florida. The Company has a 70 % membership interest, and Global Engine Maintenance has a 30 % membership interest. WGET is a VIE that the Company is not the primary beneficiary of since the power to direct the activities that most significantly impact WGET’s economic performance is shared between the Company and Global Engine Maintenance. The Company’s considerations in determining the VIE’s most significant activities and whether the Company has the power to direct those activities include, but are not limited to, the VIE’s purpose and design and the matters that require unanimous approval from both parties. Accordingly, the Company does not consolidate WGET, and the Company uses the equity method in recording investment activity. The Company made an initial capital contribution of $1.6 million, which represents 70 % of the cost of the land that the engine test facility is being built on.
| As of March 31, 2025 | WMES | CASC Willis | WGET | Total | ||||||||||||||||||||||
| (in thousands) | ||||||||||||||||||||||||||
| Investment in joint ventures as of December 31, 2024 | $ | $ | $ | $ | ||||||||||||||||||||||
| Income from joint ventures | ||||||||||||||||||||||||||
| Foreign currency translation adjustment | ||||||||||||||||||||||||||
| Other comprehensive loss from joint ventures | ( | ( | ||||||||||||||||||||||||
| Initial capital contribution | ||||||||||||||||||||||||||
| Investment in joint ventures as of March 31, 2025 | $ | $ | $ | $ | ||||||||||||||||||||||
“Other revenue” on the Condensed Consolidated Statements of Income includes management fees earned of $1.2 million and $1.4 million during the three months ended March 31, 2025 and 2024, respectively, related to the servicing of engines for the WMES lease portfolio.
During the three months ended March 31, 2025, the Company sold three engines and one airframe to WMES for a total of $32.2 million, which resulted in a total net gain of $1.6 million for the Company.
As of March 31, 2025, the Company subleased two WMES engines to a third party, with WMES as the head lessor. As of March 31, 2025, the total ROU asset and lease liability balances under these leases were $2.1 one WMES engine to a third party, with WMES as the head lessor. As of March 31, 2024, the ROU asset and lease liability balances under this lease were $2.9
Unaudited summarized financial information for 100% of WMES is presented in the following tables:
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| Three months ended March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| (in thousands) | |||||||||||
| Revenue | $ | $ | |||||||||
| Expenses | |||||||||||
| WMES net income | $ | $ | |||||||||
| March 31, 2025 | December 31, 2024 | ||||||||||
| (in thousands) | |||||||||||
| Total assets | $ | $ | |||||||||
| Total liabilities | |||||||||||
| Total WMES net equity | $ | $ | |||||||||
The difference between the Company’s investment in WMES and 50 % of total WMES net equity, as well as the difference between the Company’s income or loss from WMES and 50 % of total WMES net income, is primarily attributable to the recognition of deferred gains, which are related to engines sold by WMES to the Company, and prior to the adoption of ASU 2017-05, related to engines both sold by WMES to the Company or sold by the Company to WMES.
The following table presents information about our nonconsolidated VIE in which we hold a variable interest:
| March 31, 2025 | ||||||||||||||||||||
| VIE Assets | VIE Liabilities | Maximum Exposure to Loss | ||||||||||||||||||
| (in thousands) | ||||||||||||||||||||
| WGET | $ | $ | $ | |||||||||||||||||
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4. Debt Obligations
Debt obligations consisted of the following:
| March 31, 2025 | December 31, 2024 | ||||||||||
| (in thousands) | |||||||||||
Credit facility at a floating rate of interest of one-month term Secured Overnight Financing Rate (“SOFR”) plus | $ | $ | |||||||||
WEST VII Series A 2023 term notes payable at a fixed rate of interest of | |||||||||||
WEST VI Series A 2021 term notes payable at a fixed rate of interest of | |||||||||||
WEST VI Series B 2021 term notes payable at a fixed rate of interest of | |||||||||||
WEST VI Series C 2021 term notes payable at a fixed rate of interest of | |||||||||||
WEST V Series A 2020 term notes payable at a fixed rate of interest of | |||||||||||
WEST V Series B 2020 term notes payable at a fixed rate of interest of | |||||||||||
WEST V Series C 2020 term notes payable at a fixed rate of interest of | |||||||||||
WEST IV Series A 2018 term notes payable at a fixed rate of interest of | |||||||||||
WEST IV Series B 2018 term notes payable at a fixed rate of interest of | |||||||||||
WEST III Series A 2017 term notes payable at a fixed rate of interest of | |||||||||||
WEST III Series B 2017 term notes payable at a fixed rate of interest of | |||||||||||
Willis Warehouse Facility LLC (“WWFL”) credit facility at a floating rate of interest of one-month term SOFR, plus | |||||||||||
Note payable at a fixed rate of interest of | |||||||||||
Note payable at a fixed rate of interest of | |||||||||||
Note payable at a fixed rate of interest of | |||||||||||
Note payable at a fixed rate of interest of | |||||||||||
Note payable at a fixed rate of interest of | |||||||||||
| Less: unamortized debt issuance costs and note discounts | ( | ( | |||||||||
| Total debt obligations | $ | $ | |||||||||
One-month term SOFR was 4.41% and 4.37% as of March 31, 2025 and December 31, 2024, respectively.
As it relates to the $20.7 million, $22.0 million, $17.7 million, $24.0 million, and $21.1 million notes payable resulting from failed sale-leaseback transactions that are secured by engines, the Company has options to repurchase the engines in March 2032 for $18.4 million, January 2032 for $17.7 million, July 2031 for $17.0 million, March 2032 for $19.3 million, and March 2033 for $16.9 million, respectively.
15
Principal outstanding at March 31, 2025 is expected to be repayable as follows:
| Year | (in thousands) | |||||||
| 2025 | $ | |||||||
| 2026 | ||||||||
| 2027 | ||||||||
| 2028 | ||||||||
| 2029 | ||||||||
| Thereafter | ||||||||
| Total | $ | |||||||
Virtually all of the above debt requires ongoing compliance with certain financial covenants, including debt and tangible net worth ratios, minimum interest coverage ratios, and other eligibility criteria including asset type, customer and geographic concentration restrictions. The Company also has certain negative financial covenant obligations that relate to such items as liens, advances, changes in business, sales of assets, dividends and stock repurchases. Compliance with these covenants is tested either monthly, quarterly or annually, as required, and the Company was in full compliance with all financial covenant requirements at March 31, 2025.
5. Derivative Instruments
The Company periodically holds interest rate derivative instruments to mitigate exposure to changes in interest rates, predominantly one-month term SOFR, with $862.7 million and $914.9 million of variable rate borrowings at March 31, 2025 and December 31, 2024, respectively. As a matter of policy, management does not use derivatives for speculative purposes. As of March 31, 2025, the Company had six interest rate swap agreements. During 2021, the Company entered into four fixed-rate interest swap agreements, each having notional amounts of $100.0 million, two of which matured during the year ended December 31, 2024 and two of which had remaining terms of ten months as of March 31, 2025. During the year ended December 31, 2024, the Company entered into three fixed-rate interest swap agreements, each having notional amounts of $50.0 million, and with remaining terms of 50 months as of March 31, 2025. During the year ended December 31, 2024, the Company also entered into one fixed-rate interest swap agreement, having a notional amount of $75 million, and with a remaining term of 50 months as of March 31, 2025. The derivative instruments were each designated as cash flow hedges at inception and recorded at fair value.
The following table displays the total notional amount of the Company’s outstanding fixed-rate interest swap agreements:
| Derivatives in Cash Flow Hedging Relationships | As of March 31, | As of December 31, | ||||||||||||
| 2025 | 2024 | |||||||||||||
| (in thousands) | ||||||||||||||
| Interest rate contracts | $ | $ | ||||||||||||
The Company evaluated the effectiveness of the swap agreements to hedge the interest rate risk associated with its variable rate debt and concluded at the swap inception dates that each swap was highly effective in hedging that risk. The Company evaluates the effectiveness of the hedging relationships on an ongoing basis and concluded there was no ineffectiveness in the hedges for the period ended March 31, 2025.
The Company estimates the fair value of derivative instruments using a discounted cash flow technique. Valuation of the derivative instruments requires certain assumptions for underlying variables and the use of different assumptions would result in a different valuation. Management believes it has applied assumptions consistently during the period. The Company applies hedge accounting and accounts for the change in fair value of its cash flow hedges through other comprehensive income for all derivative instruments that are effective and for which the related forecasted transaction is probable of occurring.
The following table displays the total fair value of the Company’s outstanding fixed-rate interest swap agreements in the Consolidated Balance Sheets:
16
| Derivative Assets | ||||||||||||||||||||
| Derivatives in Cash Flow Hedging Relationships | As of March 31, | As of December 31, | ||||||||||||||||||
| Balance Sheet Location | 2025 | 2024 | ||||||||||||||||||
| (in thousands) | ||||||||||||||||||||
| Interest rate contracts | Other assets | $ | $ | |||||||||||||||||
| Derivative Liabilities | ||||||||||||||||||||
| Derivatives in Cash Flow Hedging Relationships | As of March 31, | As of December 31, | ||||||||||||||||||
| Balance Sheet Location | 2025 | 2024 | ||||||||||||||||||
| (in thousands) | ||||||||||||||||||||
| Interest rate contracts | Accounts payable and accrued expenses | $ | $ | |||||||||||||||||
The Company recorded an adjustment to interest expense of $(2.4 ) million and $(3.1 ) million during the three months ended March 31, 2025 and 2024, respectively, from derivative instruments.
Effect of Derivative Instruments on Earnings on the Condensed Consolidated Statements of Income and Comprehensive Income
The following table provides additional information about the financial statement effects related to the cash flow hedges for the three months ended March 31, 2025 and 2024:
| Derivatives in Cash Flow Hedging Relationships | Amount of Loss Recognized in OCI on Derivatives (Effective Portion) | |||||||||||||
| Three months ended March 31, | ||||||||||||||
| 2025 | 2024 | |||||||||||||
| (in thousands) | ||||||||||||||
| Interest rate contracts | $ | ( | $ | ( | ||||||||||
| Total | $ | ( | $ | ( | ||||||||||
The effective portion of the change in fair value on a derivative instrument designated as a cash flow hedge is reported as a component of other comprehensive income and is reclassified into earnings in the period during which the transaction being hedged affects earnings when it is determined to be improbable that the forecasted transaction will occur. The ineffective portion of the hedges, if any, is recorded in earnings in the current period.
Counterparty Credit Risk
The Company evaluates the creditworthiness of the counterparties under its hedging agreements. The counterparties for the interest rate swaps are large financial institutions that possess investment grade credit ratings. Based on these ratings, the Company believes that the counterparties are credit-worthy and that their continuing performance under the hedging agreements is probable and does not require the counterparties to provide collateral or other security to the Company.
6. Commitments, Contingencies, Guarantees and Indemnities
Other obligations
Other obligations, such as certain purchase obligations are not recognized as liabilities in the consolidated financial statements but are required to be disclosed in the footnotes to the financial statements. As of March 31, 2025, the Company had $1.1 billion in purchase commitments of equipment that are expected to be satisfied within fiscal years. The purchase obligations are subject to escalation based on the closing date of each transaction. Our purchase agreements generally contain terms that allow the Company to defer or cancel purchase commitments in certain situations. These deferrals or conversions would not result in penalties or increased costs other than any potential increase due to the normal year-over-year change in engine list prices, which is akin to ordinary inflation.
In December 2020, we entered into definitive agreements for the purchase of 25 Pratt & Whitney aircraft engines. As part of the purchase, we have committed to certain future overhaul and maintenance services which are anticipated to range between $97.1 million and $126.6 million by 2030.
7. Income Taxes
17
Income tax expense for the three months ended March 31, 2025 and March 31, 2024 was $8.4 million and $9.0 million, respectively. The effective tax rate for the three months ended March 31, 2025 and March 31, 2024 was 33.2 % and 30.2 %, respectively. The Company’s effective tax rates differed from the U.S. federal statutory rate of 21.0% primarily due to executive compensation exceeding $1.0 million as defined in Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”).
The Company records tax expense or benefit for unusual or infrequent items discretely in the period in which they occur. The Company’s tax rate is subject to change based on changes in the mix of assets leased to domestic and foreign lessees, the proportion of revenue generated within and outside of California, the amount of executive compensation exceeding $1.0 million as defined in Section 162(m) of the Code, and numerous other factors, including changes in tax law.
8. Fair Value Measurements
The fair value of a financial instrument represents the amount at which the instrument could be exchanged in a current transaction between willing parties in contrast to a forced sale or liquidation. Fair value estimates are made at a specific point in time, based on relevant market information about the financial instrument. These estimates are subjective in nature and involve uncertainties and matters of judgment, and therefore cannot be determined with precision.
Accounting standards define fair value as the price that would be received from selling an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. Accounting standards establish a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value and also establishes the following three levels of inputs that may be used to measure fair value:
Level 1 - Quoted prices in active markets for identical assets or liabilities.
Level 2 - Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
The following methods and assumptions were used by the Company in estimating fair value disclosures for financial instruments:
•Cash and cash equivalents, restricted cash, receivables, and accounts payable: The amounts reported in the accompanying Condensed Consolidated Balance Sheets approximate fair value due to their short-term nature.
•Notes receivable: The carrying amount of the Company’s outstanding balance on its Notes receivable as of March 31, 2025 and December 31, 2024 was estimated to have a fair value of approximately $175.6 million and $176.7 million, respectively, based on the fair value of estimated future payments calculated using interest rates that approximate prevailing market rates at each period end (Level 2 inputs).
•Investments in sales-type leases: The carrying amount of the Company’s outstanding balance on its Investments in sales-type leases as of March 31, 2025 and December 31, 2024 was estimated to have a fair value of approximately $17.4 million and $21.5 million, respectively, based on the fair value of estimated future payments calculated using interest rates that approximate prevailing market rates at each period end (Level 2 inputs).
•Debt obligations: The carrying amount of the Company’s outstanding balance on its Debt obligations as of March 31, 2025 and December 31, 2024 was estimated to have a fair value of approximately $1,918.9 million and $1,928.3 million, respectively, based on the fair value of estimated future payments calculated using interest rates that approximate prevailing market rates at each period end (Level 2 inputs).
18
Assets Measured and Recorded at Fair Value on a Recurring Basis and a Nonrecurring Basis
As of March 31, 2025 and December 31, 2024, the Company measured the fair value of its interest rate swap agreements based on Level 2 inputs, due to the usage of inputs that can be corroborated by observable market data. The Company estimates the fair value of derivative instruments using a discounted cash flow technique. The net fair value of the interest rate swaps as of March 31, 2025 was $5.6 million, representing an asset of $6.6 million and a liability of $1.0 million, and reflected within Other assets and Accounts payable and accrued expenses on the Condensed Consolidated Balance Sheets, respectively. The net fair value of the interest rate swaps as of December 31, 2024 was $11.0 million, representing an asset and reflected within Other assets on the Condensed Consolidated Balance Sheets. The Company recorded an adjustment to interest expense of $(2.4 ) million and $(3.1 ) million during the three months ended March 31, 2025 and 2024, respectively, from derivative instruments.
Goodwill is assessed for impairment annually, at each year end by comparing the fair values of the reporting units to their carrying amounts. The Company first assesses qualitative factors to determine whether it is necessary to perform the quantitative goodwill impairment test.
The Company determines fair value of long-lived assets held and used, such as Equipment held for operating lease and Equipment held for sale, by reference to independent appraisals, quoted market prices (e.g. an offer to purchase) and other factors. An impairment charge is recorded when the carrying value of the asset exceeds its fair value. The Company uses Level 2 inputs to measure write-downs of equipment held for lease and equipment held for sale.
| Total Losses | |||||||||||
| Three months ended March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| (in thousands) | |||||||||||
| Equipment held for lease | $ | $ | |||||||||
| Equipment held for sale | |||||||||||
| Total | $ | $ | |||||||||
9. Earnings Per Share
Basic earnings per common share is computed by dividing net income, less preferred stock dividends and accretion of preferred stock issuance costs, by the weighted average number of common shares outstanding for the period. Treasury stock is excluded from the weighted average number of shares of common stock outstanding. Diluted earnings per share attributable to common stockholders is computed based on the weighted average number of shares of common stock and dilutive securities outstanding during the period. Dilutive securities are common stock equivalents that are freely exercisable into common stock at less than market prices or otherwise dilute earnings if converted. The net effect of common stock equivalents is based on the incremental common stock that would be issued upon the vesting of restricted stock using the treasury stock method. Common stock equivalents are not included in diluted earnings per share when their inclusion is antidilutive. Additionally, redeemable preferred stock is not convertible and does not affect dilutive shares.
There were approximately 126,500 anti-dilutive weighted shares excluded from the computation of diluted weighted average income per common share for the three months ended March 31, 2025. There were no
19
The following table presents the calculation of basic and diluted earnings per share (in thousands, except per share data):
| Three months ended March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Net income attributable to common shareholders | $ | $ | |||||||||
| Basic weighted average common shares outstanding | |||||||||||
| Potentially dilutive common shares | |||||||||||
| Diluted weighted average common shares outstanding | |||||||||||
| Basic weighted average income per common share | $ | $ | |||||||||
| Diluted weighted average income per common share | $ | $ | |||||||||
10. Equity
Common Stock Repurchase
In December 2024, the Board of Directors (the “Board”) approved the renewal of the existing common stock repurchase plan which allows for repurchases of up to $60.0 million of the Company’s common stock, extending the plan through December 31, 2026. Repurchased shares are immediately retired. No
Redeemable Preferred Stock
In September 2024, the Company entered into a Series A Preferred Stock Purchase Agreement with Development Bank of Japan Inc. (the “Stock Purchase Agreement”), which refinanced and expanded the Company’s Series A-1 and Series A-2 Preferred Stock into one $65.0 million Series A Preferred Stock series (the “Series A Preferred Stock”), which accrues quarterly dividends at the rate per annum of 8.35 % per share. The net proceeds after deducting issuance costs were $13.1 million.
The rights and privileges of the Series A Preferred Stock are described below:
Voting Rights: Holders of the Series A Preferred Stock do not have general voting rights.
Dividends: Prior to the Stock Purchase Agreement, the Company’s Series A-1 Preferred Stock accrued quarterly dividends at the rate per annum of 8.5 % per share, and the Series A-2 Preferred Stock accrued quarterly dividends at the rate per annum of 6.5 % per share. During each of the three months ended March 31, 2025 and 2024, the Company paid total preferred stock dividends of $1.6 0.9 1.1 million in preferred stock dividends accrued but not paid, or approximately $0.34 per share of the Series A Preferred Stock.
Liquidation Preference: The holders of the Series A Preferred Stock have preference in the event of any voluntary or involuntary liquidation, dissolution, or winding-up of the corporation, including a merger or consolidation. Upon such liquidation event, the Preferred Stockholders are entitled to be paid out of the assets of the Company available for distribution to its stockholders after payment of all the Company’s indebtedness and other obligations and before any payment shall be made to the holders of common stock or any other class or series of stock ranking on liquidation junior to the Preferred Stock an amount equal to $20.00 per share, plus any declared but unpaid dividends.
Redemption: The Series A Preferred Stock has no stated maturity date. The holders of the Series A Preferred Stock have the option to require the Company to redeem all or any portion of the Series A Preferred Stock for cash upon occurrence of any of the following: (i) a material breach of the Stock Purchase Agreement, (ii) changes in the ownership structure of the Company, including by means of a change of control transaction, (iii) incurrence of operating loss or ordinary loss by the Company for two consecutive fiscal years, (iv) the Company’s surplus is less than its liquidation value at certain specified measurement dates, (v) occurrence of a merger, consolidation, or sale of greater than 50% of the Company’s assets, or (vi) the occurrence of liquidity events as set forth in the Stock Purchase Agreement. The redemption price is $20.00 per share plus dividends accrued but not paid. The Company is accreting the Series A Preferred Stock to redemption value over the period from the date of issuance to the date first callable by the Series A Preferred stockholders (September 27, 2031), such that the carrying amount of the security will equal the redemption amount at the earliest redemption date.
20
11. Stock-Based Compensation Plans
The components of stock-based compensation expense were as follows:
| Three months ended March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| (in thousands) | |||||||||||
| 2023 Incentive Stock Plan | $ | $ | |||||||||
| Employee Stock Purchase Plan | |||||||||||
| Total Stock Compensation Expense | $ | $ | |||||||||
Under the 2023 Incentive Stock Plan (the “2023 Plan”), stock-based compensation is in the form of restricted stock awards (“RSAs”). The RSAs are subject to either service-based vesting, which is typically between and four years , in which a specific period of continued employment must pass before an award vests, or performance-based vesting, which is typically between and three years . The expense associated with these awards is recognized on a straight-line basis over the respective vesting period, with forfeitures accounted for as they occur. For any vesting tranche of an award, the cumulative amount of compensation cost recognized is equal to the portion of the grant‑date fair value of the award tranche that is actually vested at that date.
As of March 31, 2025, the Company had granted 2,250,867 RSAs under the 2023 Plan and had 1,393,729 shares available for future issuance. The fair value of the RSAs equaled the stock price at the grant date.
The following table summarizes the restricted stock activity during the three months ended March 31, 2025:
| Shares | |||||
| Balance of unvested shares as of December 31, 2024 | |||||
| Shares granted | |||||
| Shares forfeited | |||||
| Shares vested | ( | ||||
| Balance of unvested shares as of March 31, 2025 | |||||
Under the Employee Stock Purchase Plan (“ESPP”), as amended and restated effective November 2021, 425,000 shares of common stock have been reserved for issuance. Eligible employees may designate no more than 10 % of their base cash compensation to be deducted each pay period for the purchase of common stock under the ESPP. Participants may purchase the lesser of 1,000 shares or $25,000 of common stock in any one calendar year. Each January 31 and July 31, shares of common stock are purchased with the employees’ payroll deductions from the immediately preceding six months at a price per share of 85 % of the lesser of the market price of the common stock on the purchase date or the market price of the common stock on the date of entry into an offering period. During the three months ended March 31, 2025 and 2024, 1,531 and 5,532 shares of common stock, respectively, were issued under the ESPP. The Company issues new shares through its transfer agent upon an employee stock purchase.
12. Reportable Segments
The Company has two reportable segments: (i) Leasing and Related Operations, which involves acquiring and leasing, primarily pursuant to operating leases, commercial aircraft, aircraft engines, and other aircraft equipment, the selective purchase and resale of commercial aircraft engines and other aircraft equipment, and service and maintenance related businesses and (ii) Spare Parts Sales, which involves the purchase and resale of after-market engine parts, whole engines, engine modules, and portable aircraft components.
The Company’s Chief Operating Decision Maker (“CODM”) is Austin Willis, Chief Executive Officer. The CODM evaluates the performance and allocation of resources to each of the segments based on income or loss from operations. While the Company believes there are synergies between the two business segments, the segments are managed separately because each requires different business strategies.
Prior period segment information is presented on a comparable basis to the basis on which current period segment information is presented and reviewed by the CODM.
21
The following tables present a summary of the reportable segments (in thousands):
| Three months ended March 31, 2025 | Leasing and Related Operations | Spare Parts Sales | Eliminations | Total | ||||||||||||||||||||||
| Revenue: | ||||||||||||||||||||||||||
| Lease rent revenue | $ | $ | $ | $ | ||||||||||||||||||||||
| Maintenance reserve revenue | ||||||||||||||||||||||||||
| Spare parts and equipment sales | ( | |||||||||||||||||||||||||
| Interest revenue | ||||||||||||||||||||||||||
| Gain on sale of leased equipment | ||||||||||||||||||||||||||
| Gain on sale of financial assets | ||||||||||||||||||||||||||
| Maintenance services revenue | ||||||||||||||||||||||||||
| Other revenue | ( | |||||||||||||||||||||||||
| Total revenue | ( | |||||||||||||||||||||||||
| Expenses: | ||||||||||||||||||||||||||
| Depreciation and amortization expense | ||||||||||||||||||||||||||
| Cost of spare parts and equipment sales | ( | |||||||||||||||||||||||||
| Cost of maintenance services | ( | |||||||||||||||||||||||||
| Write-down of equipment | ||||||||||||||||||||||||||
| General and administrative | ||||||||||||||||||||||||||
| Technical expense | ( | |||||||||||||||||||||||||
| Net finance costs: | ||||||||||||||||||||||||||
| Interest expense | ||||||||||||||||||||||||||
| Total finance costs | ||||||||||||||||||||||||||
| Total expenses | ( | |||||||||||||||||||||||||
| Income from operations | $ | $ | $ | ( | $ | |||||||||||||||||||||
22
| Three months ended March 31, 2024 | Leasing and Related Operations | Spare Parts Sales | Eliminations | Total | ||||||||||||||||||||||
| Revenue: | ||||||||||||||||||||||||||
| Lease rent revenue | $ | $ | $ | $ | ||||||||||||||||||||||
| Maintenance reserve revenue | ||||||||||||||||||||||||||
| Spare parts and equipment sales | ( | |||||||||||||||||||||||||
| Interest revenue | ||||||||||||||||||||||||||
| Gain on sale of leased equipment | ||||||||||||||||||||||||||
| Maintenance services revenue | ||||||||||||||||||||||||||
| Other revenue | ( | |||||||||||||||||||||||||
| Total revenue | ( | |||||||||||||||||||||||||
| Expenses: | ||||||||||||||||||||||||||
| Depreciation and amortization expense | ||||||||||||||||||||||||||
| Cost of spare parts and equipment sales | ( | |||||||||||||||||||||||||
| Cost of maintenance services | ( | |||||||||||||||||||||||||
| Write-down of equipment | ||||||||||||||||||||||||||
| General and administrative | ||||||||||||||||||||||||||
| Technical expense | ( | |||||||||||||||||||||||||
| Net finance costs: | ||||||||||||||||||||||||||
| Interest expense | ||||||||||||||||||||||||||
| Total finance costs | ||||||||||||||||||||||||||
| Total expenses | ( | |||||||||||||||||||||||||
| Income (loss) from operations | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||
| Leasing and Related Operations | Spare Parts Sales | Eliminations | Total | |||||||||||||||||||||||
| Total assets as of March 31, 2025 | $ | $ | $ | $ | ||||||||||||||||||||||
| Total assets as of December 31, 2024 | $ | $ | $ | $ | ||||||||||||||||||||||
13. Related Party Transactions
Joint Ventures
“Other revenue” on the Condensed Consolidated Statements of Income includes management fees earned of $1.2 million and $1.4 million during the three months ended March 31, 2025 and 2024, respectively, related to the servicing of engines for the WMES lease portfolio.
During the three months ended March 31, 2025, the Company sold three engines and one airframe to WMES for a total of $32.2 million, which resulted in a total net gain of $1.6 million for the Company.
As of March 31, 2025, the Company subleased two WMES engines to a third party, with WMES as the head lessor. As of March 31, 2025, the total ROU asset and lease liability balances under these leases were $2.1 one WMES engine to a third party, with WMES as the head lessor. As of March 31, 2024, the ROU asset and lease liability balances under this lease were $2.9
23
14. Subsequent Events
On April 23, 2025, the Company closed on a sale-leaseback transaction with a future call option. This lease is a JOLCO (Japanese operating lease with call option) and provided the Company with $19.8 million in financing.
On April 30, 2025, the Board declared the Company’s recurring quarterly dividend of $0.25 per share of common stock outstanding. The dividend is expected to be paid on May 22, 2025 to shareholders of record at the close of business on May 12, 2025.
24
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion should be read in conjunction with the Unaudited Condensed Consolidated Financial Statements and notes thereto included under Part I, Item 1 of this Quarterly Report on Form 10-Q. In addition, reference should be made to our Audited Consolidated Financial Statements and notes thereto and related “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our Form 10-K for the fiscal year ended December 31, 2024 (the “2024 Form 10-K”). In addition to historical consolidated financial information, the following discussion contains forward-looking statements that reflect our plans, estimates and beliefs, including potential impacts of the current high interest rate and inflationary environment as well as the impact of new or increased tariffs on our business, results of operations and financial condition. Our actual results may differ materially from those contained in or implied by any forward-looking statements. The financial information included in this discussion and in our consolidated financial statements may not be indicative of our consolidated financial position, operating results, changes in equity and cash flows in the future. See “Special Note Regarding Forward-Looking Statements” included earlier in this report.
Overview
Our core business is acquiring and leasing commercial aircraft and aircraft engines and related aircraft equipment pursuant to operating leases, all of which we sometimes collectively refer to as “equipment.” As of March 31, 2025, the majority of our leases were operating leases, with the exception of certain failed sale-leaseback transactions classified as notes receivable under the guidance provided by Accounting Standards Codification (“ASC”) 842 and investments in sales-type leases. As of March 31, 2025, we had 68 lessees in 38 countries. Our portfolio is continually changing due to equipment acquisitions and sales. As of March 31, 2025, we had $2,597.8 million of equipment held in our operating lease portfolio, $179.3 million of notes receivable, $25.2 million of maintenance rights, and $17.3 million of investments in sales-type leases, which represented 347 engines, 15 aircraft, one marine vessel, and other leased parts and equipment. As of March 31, 2025, we also managed 282 engines, aircraft and related equipment on behalf of other parties.
Our wholly-owned and vertically-integrated subsidiary Willis Asset Management Limited is focused on the engine management and consulting business. Willis Aeronautical Services, Inc. is a wholly-owned and vertically-integrated subsidiary whose primary focus is the sale of aircraft engine parts and materials through the acquisition or consignment of aircraft and engines.
We actively manage our portfolio and structure our leases to maximize the residual values of our leased assets. Our leasing business focuses on popular Stage IV commercial jet engines manufactured by CFMI, General Electric, Pratt & Whitney, Rolls Royce and International Aero Engines. These engines are the most widely used engines in the world, powering Airbus, Boeing, Bombardier and Embraer aircraft.
Risks and Uncertainties
Given the uncertainty in the rapidly changing market and economic conditions related to the current high interest rate and inflationary environment as well as the impact of new or increased tariffs, we will continue to evaluate the nature and extent of the impact to the Company’s business and financial position. The ultimate extent of the current high interest rate and inflationary environment as well as the impact of new or increased tariffs on the Company will depend on future developments, and such effects could exist for an extended period of time.
Critical Accounting Policies and Estimates
There have been no material changes to our critical accounting policies and estimates from the information provided in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our 2024 Form 10-K.
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Results of Operations
Three months ended March 31, 2025 compared to the three months ended March 31, 2024
Revenue is summarized as follows:
| Three months ended March 31, | |||||||||||||||||
| 2025 | 2024 | % Change | |||||||||||||||
| (dollars in thousands) | |||||||||||||||||
| Lease rent revenue | $ | 67,739 | $ | 52,881 | 28.1 | % | |||||||||||
| Maintenance reserve revenue | 54,859 | 43,870 | 25.0 | % | |||||||||||||
| Spare parts and equipment sales | 18,240 | 3,288 | 454.7 | % | |||||||||||||
| Interest revenue | 3,934 | 2,269 | 73.4 | % | |||||||||||||
| Gain on sale of leased equipment | 4,437 | 9,201 | (51.8) | % | |||||||||||||
| Gain on sale of financial assets | 378 | — | nm | ||||||||||||||
| Maintenance services revenue | 5,586 | 5,227 | 6.9 | % | |||||||||||||
| Other revenue | 2,559 | 2,347 | 9.0 | % | |||||||||||||
| Total revenue | $ | 157,732 | $ | 119,083 | 32.5 | % | |||||||||||
Lease Rent Revenue. Lease rent revenue consists of rental income from long-term and short-term engine leases, aircraft leases, and other leased parts and equipment. Lease rent revenue increased by $14.9 million, or 28.1%, to $67.7 million in the three months ended March 31, 2025 from $52.9 million for the three months ended March 31, 2024. The increase is due to an increase in the average size of the portfolio as compared to that of the prior year period as well as an increase in average lease rate factor, offset by a slight decrease in average utilization (based on net book value) of equipment held in our operating lease portfolio.
Two customers accounted for approximately 14% and 10% of total lease rent revenue of the Company, during the three months ended March 31, 2025, and two customers accounted for approximately 13% and 12% of total lease rent revenue during the three months ended March 31, 2024.
At March 31, 2025, the Company had $2,597.8 million of equipment held in our operating lease portfolio, $179.3 million of notes receivable, $25.2 million of maintenance rights, and $17.3 million of investments in sales-type leases. At March 31, 2024, the Company had $2,130.3 million of equipment held in our operating lease portfolio, $97.9 million of notes receivable, $9.2 million of maintenance rights, and $33.0 million of investments in sales-type leases. Average utilization (based on net book value) was approximately 80% and 84% for the three months ended March 31, 2025 and 2024, respectively. Utilization for the month ended March 31, 2025 was 86%.
Maintenance Reserve Revenue. Maintenance reserve revenue increased $11.0 million, or 25.0%, to $54.9 million for the three months ended March 31, 2025 from $43.9 million for the three months ended March 31, 2024. Long-term maintenance revenue is influenced by end of lease compensation and the realization of long-term maintenance reserves associated with engines coming off lease. We recognized $9.6 million in long-term maintenance revenue for the three months ended March 31, 2025, compared to $6.3 million in long-term maintenance revenue recognized in the comparable prior period. Engines on lease with “non-reimbursable” usage fees generated $45.3 million of short-term maintenance revenues, compared to $37.6 million in the comparable prior period, an increase of $7.7 million or 20.6%. The increase in short-term maintenance reserve revenue was influenced by an increase in the number of engines on short-term lease conditions, and the systematic, contractual increase in the hourly and cyclical usage rates on our engines.
Spare Parts and Equipment Sales. Spare parts and equipment sales increased by $15.0 million, or 454.7%, to $18.2 million for the three months ended March 31, 2025, compared to $3.3 million for the three months ended March 31, 2024. The increase in spare parts sales for the three months ended March 31, 2025 reflects the demand for surplus material that we are seeing as operators extend the lives of their current generation engine portfolios. In addition, the increase includes a discrete $7.0 million sale. Equipment sales for the three months ended March 31, 2025 were $2.2 million for the sale of one engine. There were no equipment sales for the three months ended March 31, 2024.
Interest Revenue. Interest revenue increased by $1.7 million, or 73.4%, to $3.9 million for the three months ended March 31, 2025, from $2.3 million for the three months ended March 31, 2024. The increase primarily reflects an increase in notes receivable related to failed sale-leasebacks in which the Company was the buyer-lessor.
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Gain on Sale of Leased Equipment. During the three months ended March 31, 2025, we sold seven engines, one airframe, and other parts and equipment from the lease portfolio for a net gain of $4.4 million. During the three months ended March 31, 2024, we sold eight engines from the lease portfolio for a net gain of $9.2 million.
Gain on Sale of Financial Assets. During the three months ended March 31, 2025, we sold two investments in sales-type lease assets for a net gain of $0.4 million. There was no gain on sale of financial assets during the three months ended March 31, 2024.
Maintenance Services Revenue. Maintenance services revenues predominately represent fleet management, engine and aircraft storage and repair services, and revenue related to fixed base operator services provided to third parties, such as refueling, maintenance, and hangar services. Maintenance services revenue remained relatively flat for the three months ended March 31, 2025, as compared to that for the three months ended March 31, 2024.
Other Revenue. Other revenue increased by $0.2 million, or 9.0%, to $2.6 million for the three months ended March 31, 2025 from $2.3 million for the three months ended March 31, 2024. Other revenue consists primarily of managed service fee revenue related to the servicing of engines for the Willis Mitsui & Company Engine Support Limited (“WMES”) lease portfolio. The increase compared to that of the prior year period primarily reflects increased managed service revenue. These services include management of the WMES lease portfolio, which occurs on an ongoing basis, as well as marketing, which occurs on a transactional basis.
Depreciation and Amortization Expense. Depreciation and amortization expense increased by $2.5 million, or 11.3%, to $25.0 million for the three months ended March 31, 2025, compared to $22.5 million for the three months ended March 31, 2024. The increase is primarily due to an increase in the size of our lease portfolio.
Cost of Spare Parts and Equipment Sales. Cost of spare parts and equipment sales increased by $12.6 million, or 466.5%, to $15.3 million for the three months ended March 31, 2025, compared to $2.7 million for the three months ended March 31, 2024, reflecting the increase in spare parts and equipment sales. Cost of equipment sales were $1.5 million for the three months ended March 31, 2025. There were no equipment or cost of equipment sales for the three months ended March 31, 2024.
Cost of Maintenance Services. Cost of maintenance services predominately represent the costs of fleet management, engine and aircraft storage and repair services, and the management of fixed base operator services provided to third parties. Cost of maintenance services remained relatively flat for the three months ended March 31, 2025, as compared to that for the three months ended March 31, 2024.
Write-down of Equipment. There was $2.1 million in write-downs of equipment for the three months ended March 31, 2025, reflecting the write-down of five engines. Write-down of equipment was $0.3 million for the three months ended March 31, 2024, reflecting the write-down one airframe.
General and Administrative Expenses. General and administrative expenses increased by $18.1 million, or 61.3%, to $47.7 million for the three months ended March 31, 2025, compared to $29.6 million for the three months ended March 31, 2024. The increase primarily reflects an $11.4 million increase in consultant-related fees, which are predominantly related to the Company’s sustainable aviation fuel project. As the project is in its early design stage, we have expensed the related costs, which is in line with accounting principles generally accepted in the United States (“GAAP”). Further, there was a $4.3 million increase in personnel costs. Increased personnel costs included approximately $3.1 million of costs related to share-based compensation, which was influenced by the rapid appreciation of the Company’s market value of equity.
Technical Expense. Technical expense consists of the non-capitalized cost of engine repairs, engine thrust rental fees, outsourced technical support services, sublease engine rental expense, engine storage and freight costs. Technical expense decreased by $2.0 million to $6.2 million for the three months ended March 31, 2025, compared to $8.3 million for the three months ended March 31, 2024, primarily due to a lower level of engine repair activity as compared to that of the prior period.
Net Finance Costs. Net finance costs increased $9.1 million, or 39.5%, to $32.1 million for the three months ended March 31, 2025, compared to $23.0 million for the three months ended March 31, 2024, primarily due to an overall higher level of debt obligations and a higher weighted average borrowing cost. Interest expense associated with the Company’s credit facility increased by $5.2 million for the three months ended March 31, 2025, due to an increase in the average outstanding balance of the credit facility for the three months ended March 31, 2025, as compared to that of the prior year period. Further, there was additional interest expense of $3.6 million for the three months ended March 31, 2025 associated with Willis Warehouse Facility LLC (“WWFL”), as the senior secured warehouse facility was not entered into until May 2024. Additionally, derivative-related receipts were $2.4 million for the three months ended March 31, 2025, as compared to $3.1 million for the three months ended March 31, 2024, as certain interest rate swap positions ran off.
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Income Tax Expense. Income tax expense was $8.4 million for the three months ended March 31, 2025, compared to income tax expense of $9.0 million for the three months ended March 31, 2024. The effective tax rate for the first quarter of 2025 was 33.2%, compared to 30.2% in the prior year period. The Company’s effective tax rate differed from the U.S. federal statutory rate of 21.0% primarily due to executive compensation exceeding $1.0 million as defined in Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”).
Financial Position, Liquidity and Capital Resources
Liquidity
At March 31, 2025, the Company had $32.4 million of cash and cash equivalents and $116.7 million of restricted cash. We fund our operations primarily from cash provided by our leasing activities. We finance our growth through borrowings secured primarily by our equipment lease portfolio. Cash of approximately $135.0 million and $70.0 million for the three months ended March 31, 2025 and 2024, respectively, was derived from our borrowing activities. In these same time periods, $169.4 million and $138.8 million, respectively, was used to pay down related debt.
For any interest rate swaps that we enter into, we will be exposed to risk in the event of non-performance of the interest rate hedge counter-parties. We may hedge additional amounts of our floating rate debt in the future.
Cash Flows Discussion
Cash flows provided by operating activities were $41.0 million and $59.8 million for the three months ended March 31, 2025 and 2024, respectively. The $18.8 million, or 31.4%, decrease in operating cash flows was primarily driven by a period over period $76.1 million decrease in cash flows from changes in accounts payable and accrued expenses, partially offset by a period over period $49.1 million increase in cash flows from changes in inventory. These changes are reflective of significant inventory purchases made in the prior comparable period to meet the high demand for spare parts. Spare parts and equipment sales increased by $15.0 million, or 454.7%, as compared to that of the comparable period. Cash flows from operations are driven significantly by payments made under our lease agreements, which comprise lease revenue, security deposits and maintenance reserves, and are offset by interest expense and general and administrative costs. Cash received as maintenance reserve payments for some of our engines on lease are partially restricted by our debt arrangements. The lease revenue stream, in the short term, is at fixed rates while a portion of our debt is at variable rates. If interest rates increase, it is unlikely we could increase lease rates in the short term, and this would cause a reduction in our earnings and operating cash flows. Revenue and maintenance reserves are also affected by the amount of equipment off lease. Approximately 85% and 83%, by book value, of our assets were on-lease as of March 31, 2025 and December 31, 2024, respectively. The average utilization rate (based on net book value) for the three months ended March 31, 2025 and 2024 was approximately 80% and 84%, respectively. If there is an increase in off-lease rates or deterioration in lease rates that are not offset by reductions in interest rates, there will be a negative impact on earnings and cash flows from operations.
Cash flows provided by investing activities were $13.7 million for the three months ended March 31, 2025 and primarily reflected proceeds from sale of equipment (net of selling expenses) of $47.7 million, partially offset by $29.3 million for the purchase of equipment held for operating lease and for sale (including capitalized costs and prepaid deposits made in the period) and $7.5 million for the purchase of property, equipment and furnishings. Cash flows used in investing activities were $63.8 million for the three months ended March 31, 2024 and primarily reflected $62.8 million for the purchase of equipment held for operating lease (including capitalized costs and prepaid deposits made in the period) and $6.9 million related to leases entered into which were classified as notes receivable under ASC 842, partly offset by proceeds from sale of equipment (net of selling expenses) of $4.7 million.
Cash flows used in financing activities were $38.1 million for the three months ended March 31, 2025 and primarily reflected $169.4 million in principal payments and $1.8 million in cash dividends paid to shareholders of common stock, partially offset by $135.0 million in proceeds from debt obligations. Cash flows used in financing activities were $69.9 million for the three months ended March 31, 2024 and primarily reflected $138.8 million in principal payments, partially offset by $70.0 million in proceeds from debt obligations.
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Cash Dividends
During the three months ended March 31, 2025, the Company paid cash dividends of $1.8 million to shareholders of common stock.
Preferred Stock Dividends
In September 2024, the Company entered into a Series A Preferred Stock Purchase Agreement with Development Bank of Japan Inc. (the “Stock Purchase Agreement”), which refinanced and expanded the Company’s Series A-1 and Series A-2 Preferred Stock into one $65.0 million Series A Preferred Stock series (the “Series A Preferred Stock”), which accrues quarterly dividends at the rate per annum of 8.35% per share.
Prior to the Stock Purchase Agreement, the Company’s Series A-1 Preferred Stock accrued quarterly dividends at the rate per annum of 8.5% per share, and the Series A-2 Preferred Stock accrued quarterly dividends at the rate per annum of 6.5% per share. During each of the three months ended March 31, 2025 and 2024, the Company paid total preferred stock dividends of $1.6 million and $0.9 million, respectively.
Debt Obligations and Covenant Compliance
At March 31, 2025, debt obligations consisted of loans totaling $2,231.6 million, net of unamortized issuance costs and note discounts, payable with interest rates varying between approximately 3.1% and 8.0%. Substantially all of our assets are pledged to secure our obligations to creditors. For further information on our debt instruments, see Note 4 “Debt Obligations” in Part I, Item 1 of this Quarterly Report on Form 10-Q.
Virtually all of our debt requires our ongoing compliance with certain financial covenants including debt/equity ratios, minimum tangible net worth and minimum interest coverage ratios, and other eligibility criteria including customer and geographic concentration restrictions. Under our revolving credit facility, we can borrow no more than 85% of an engine’s net book value and 65% of the net book value of an airframe, spare parts or other assets. Therefore, we must have other available funds for the balance of the purchase price of any new equipment to be purchased. Our revolving credit facility, certain indentures and other debt related agreements also contain cross-default provisions. If we do not comply with the covenants or eligibility requirements, we may not be permitted to borrow additional funds and accelerated payments may become necessary. Additionally, much of the debt is secured by engines and aircraft, and to the extent that engines or aircraft are sold, repayment of that portion of the debt could be required.
At March 31, 2025, we were in compliance with the covenants specified in our revolving credit facility, including the Interest Coverage Ratio requirement of at least 2.25 to 1.00, and the Total Leverage Ratio requirement of not greater than 4.25 to 1.00. The Interest Coverage Ratio, as defined in the credit facility, is the ratio of earnings before interest, taxes, depreciation and amortization and other one-time charges to consolidated interest expense. The Total Leverage Ratio, as defined in the credit facility, is the ratio of total indebtedness to tangible net worth. At March 31, 2025, we were in compliance with the covenants specified in the WEST III, WEST IV, WEST V, WEST VI, WEST VII, and WWFL indentures and servicing and other debt related agreements.
Off-Balance Sheet Arrangements
As of March 31, 2025, we had no material off-balance sheet arrangements or obligations that have or are reasonably likely to have a current or future effect on our financial condition, change in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources that are material to investors.
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Contractual Obligations and Commitments
Repayments of our gross debt obligations primarily consist of scheduled installments due under term loans and are funded by the use of unrestricted cash reserves and from cash flows from ongoing operations. The table below summarizes our contractual commitments at March 31, 2025:
| Payment due by period (in thousands) | |||||||||||||||||||||||||||||
| Total | Less than 1 Year | 1-3 Years | 3-5 Years | More than 5 Years | |||||||||||||||||||||||||
| Debt obligations | $ | 2,258,346 | $ | 71,232 | $ | 666,264 | $ | 1,426,047 | $ | 94,803 | |||||||||||||||||||
| Interest payments under debt obligations | 515,364 | 130,087 | 231,249 | 144,724 | 9,304 | ||||||||||||||||||||||||
| Purchase obligations | 1,055,225 | 250,221 | 339,615 | 340,074 | 125,315 | ||||||||||||||||||||||||
| Operating lease obligations | 9,532 | 4,310 | 3,820 | 1,294 | 108 | ||||||||||||||||||||||||
| Total | $ | 3,838,467 | $ | 455,850 | $ | 1,240,948 | $ | 1,912,139 | $ | 229,530 | |||||||||||||||||||
From time to time we enter into contractual commitments to purchase engines directly from original equipment manufacturers. We are currently committed to purchasing 30 additional new LEAP-1A engines and 21 additional new LEAP-1B engines for an aggregate total of $912.6 million by 2030. Further, we are currently committed to purchasing 28 used engines for approximately $142.6 million in 2025. The purchase obligations are subject to escalation based on the closing date of each transaction. Our purchase agreements generally contain terms that allow the Company to defer or cancel purchase commitments in certain situations. These deferrals or conversions would not result in penalties or increased costs other than any potential increase due to the normal year-over-year change in engine list prices, which is akin to ordinary inflation.
In December 2020, we entered into definitive agreements for the purchase of 25 Pratt & Whitney aircraft engines. As part of the purchase, we have committed to certain future overhaul and maintenance services which are anticipated to range between $97.1 million and $126.6 million by 2030.
We have estimated the interest payments due under debt obligations by applying the interest rates applicable at March 31, 2025 to the remaining debt, adjusted for the estimated debt repayments identified in the table above. Actual interest payments made will vary due to changes in the rates.
We believe our equity base, internally generated funds and existing debt facilities are sufficient to maintain our level of operations for the next twelve months. The level of internally generated funds could decline if the amount of equipment off-lease increases, there is a decrease in availability under our existing debt facilities, or there is a significant increase in borrowing costs. Such decline would impair our ability to sustain our current level of operations. We continue to discuss additions to our capital base with our commercial and investment banks. If we are not able to access additional capital, our ability to continue to grow our asset base consistent with historical trends will be impaired and our future growth would be limited to that which can be funded from internally generated capital.
Recent Accounting Pronouncements
The most recent adopted accounting pronouncements and accounting pronouncements to be adopted by the Company are described in Note 1 to our Unaudited Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q.
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Item 3. Quantitative and Qualitative Disclosures about Market Risk
Our primary market risk exposure is that of interest rate risk. A change in interest rates would affect our cost of borrowing. Increases in interest rates, which may cause us to raise the implicit rates charged to our customers, could result in a reduction in demand for our leases. Alternatively, we may price our leases based on market rates so as to keep the fleet on-lease and suffer a decrease in our operating margin due to interest costs that we are unable to pass on to our customers. As of March 31, 2025, $862.7 million of our outstanding debt is variable rate debt. We estimate that for every one percent increase or decrease in interest rates on our variable rate debt, net of our interest rate swaps, our annual interest expense would increase or decrease by $4.4 million.
We hedge a portion of our borrowings from time to time, effectively fixing the rate of these borrowings. This hedging activity, which at times is required by our borrowing facilities, helps protect us against reduced margins on longer term fixed rate leases. Such hedging activities may limit our ability to participate in the benefits of any decrease in interest rates but may also protect us from increases in interest rates. Furthermore, since lease rates tend to vary with interest rate levels, it is possible that we can adjust lease rates for the effect of changes in interest rates at the termination of leases. Other financial assets and liabilities are at fixed rates.
We are also exposed to currency devaluation risk. Substantially all of our leases require payment in U.S. dollars. During the three months ended March 31, 2025 and 2024, 73% and 69%, respectively, of our lease rent revenues came from non-United States domiciled lessees. If these lessees’ currency devalues against the U.S. dollar, the lessees could potentially encounter difficulty in making their lease payments.
Item 4. Controls and Procedures
(a) Evaluation of disclosure controls and procedures. In accordance with Rule 13a-15(b) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness and design of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Exchange Act), as of the end of the period covered by this report. Based on such evaluation, our CEO and CFO have concluded that as of March 31, 2025, our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and is accumulated and communicated to our management, including our CEO and CFO, as appropriate to allow timely decisions regarding required disclosure.
(b) Inherent limitations on controls. Management, including the CEO and CFO, does not expect that our disclosure controls and procedures will prevent or detect all error and fraud. Any control system, no matter how well designed and operated, is based upon certain assumptions and can provide only reasonable, not absolute, assurance that its objectives will be met. Further, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the Company have been detected. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.
(c) Changes in internal control over financial reporting. There has been no change in our internal control over financial reporting during our fiscal quarter ended March 31, 2025 that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.
PART II — OTHER INFORMATION
Item 1. Legal Proceedings
None.
Item 1A. Risk Factors
Investors should carefully consider the risks in the “Risk Factors” in Part 1: Item 1A of our 2024 Form 10-K, filed with the SEC on March 11, 2025, and our other filings with the SEC. These risks are not the only ones facing the Company. Additional risks not currently known to us or that we currently believe are immaterial may also impair our business operations. Any of these risks could adversely affect our business, cash flows, financial condition and results of operations. The trading price of our common stock could fluctuate due to any of these risks, and investors may lose all or part of their investment. In assessing these risks, investors should also refer to the other information contained or incorporated by reference in this Quarterly Report on Form 10-Q. Other than as set forth below, there have been no material changes in our risk factors from those discussed in our 2024 Form 10-K.
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The Company’s business may be materially adversely affected by the imposition of duties and tariffs and other trade barriers and retaliatory countermeasures implemented by the U.S. and other governments.
Recently there have been significant changes to United States (U.S.) trade policies, sanctions, legislation, treaties and tariffs, including, but not limited to, trade policies and tariffs affecting products from outside of the U.S. For example, in early 2025, the U.S. presidential administration announced significant new tariffs on foreign imports into the U.S., with a baseline tariff of 10% on imports from most countries, and additional tariffs of varying amounts from 57 specified counties. The additional tariffs were paused for 90 days on April 9, 2025. The extent and duration of increased tariffs and the resulting impact on general economic conditions and on our business are uncertain and depend on various factors, such as negotiations between the U.S. and affected countries, the responses of other countries or regions, exemptions or exclusions that may be granted, availability and cost of alternative sources of supply, and demand for our business in affected markets. Additionally, it is possible that U.S. policy changes and uncertainty about such changes could increase market volatility and currency exchange rate fluctuations. As a result of these dynamics, we cannot predict the impact to our business of any future changes to the U.S.’s or other countries’ trading relationships or the impact of new laws or regulations adopted by the U.S. or other countries.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
(a) None.
(b) None.
(c) Issuer Purchases of Equity Securities. In December 2024, the Board of Directors approved the renewal of the existing common stock repurchase plan which allows for repurchases of up to $60.0 million of the Company’s common stock, extending the plan through December 31, 2026. Repurchased shares are immediately retired. No shares were repurchased during the three months ended March 31, 2025. Share repurchase activity during the three months ended March 31, 2025 was as follows (in thousands):
| Period | (a) Total Number of Shares Purchased | (b) Average Price Paid per Share | (c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | d) Approximate Dollar Value of Shares that May Yet be Purchased under the Plans of Programs | ||||||||||||||||||||||
| January 1, 2025 through January 31, 2025 | — | — | — | $ | 39,595 | |||||||||||||||||||||
| February 1, 2025 through February 28, 2025 | — | — | — | $ | 39,595 | |||||||||||||||||||||
| March 1, 2025 through March 31, 2025 | — | — | — | $ | 39,595 | |||||||||||||||||||||
| Total | — | — | — | $ | 39,595 | |||||||||||||||||||||
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
Rule 10b5-1 Trading Plans
During the quarter ended March 31, 2025, none of the Company’s Section 16 officers or directors (as defined in Rule 16a-1 under the Exchange Act) informed us of the adoption , modification, or termination
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| Name & Title | Date Adopted | Character of Trading Arrangement (1) | Aggregate Number of Shares of Common Stock to be Purchased or Sold Pursuant to Trading Arrangement | Duration (2) | Other Material Items | Date Terminated | ||||||||||||||
Up to | N/A | N/A | ||||||||||||||||||
(1) Except as indicated by footnote, each trading arrangement marked as a “Rule 10b5-1 Trading Arrangement” is intended to satisfy the affirmative defense of Rule 10b5-1(c), as amended (the “Rule”).
(2) Except as indicated by footnote, each trading arrangement permitted or permits transactions through and including the earlier to occur of (a) the completion of all purchases or sales or (b) the date listed in the table. Each trading arrangement marked as a “Rule 10b5-1 Trading Arrangement” only permitted or only permits transactions upon expiration of the applicable mandatory cooling-off period under the Rule.
(3) Brian R. Hole ’s trading plan provides for the sale of up to 18,453 shares of the Company’s common stock, subject to price and volume limits.
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Item 6.
EXHIBITS
| Exhibit Number | Description | |||||||
| 3.1 | ||||||||
| 3.2 | ||||||||
| 4.1 | ||||||||
| 4.2 | ||||||||
| 4.3 | ||||||||
| 4.4 | ||||||||
| 4.5 | ||||||||
| 10.1† | ||||||||
| 10.2† | ||||||||
| 10.3*# | ||||||||
| 31.1* | ||||||||
| 31.2* | ||||||||
| 32.1** | ||||||||
| 101.INS | XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document | |||||||
| 101 | The following financial statements from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, formatted in Inline XBRL: (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Income, (iii) Condensed Consolidated Statements of Comprehensive Income, (iv) Condensed Consolidated Statements of Redeemable Preferred Stock and Shareholders’ Equity, (v) Condensed Consolidated Statements of Cash Flows and (vi) Notes to Condensed Consolidated Financial Statements, tagged as blocks of text and including detailed tags. | |||||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). | |||||||
________________________________________________________
* Filed herewith.
** Furnished herewith.
# Portions of this exhibit have been omitted in accordance with Item 601(b)(10)(iv) of Regulation S-K.
† This exhibit is a management contract or a compensatory plan or arrangement.
34
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: May 6, 2025
| Willis Lease Finance Corporation | ||||||||
| By: | /s/ Scott B. Flaherty | |||||||
| Scott B. Flaherty | ||||||||
| Chief Financial Officer | ||||||||
| (Principal Financial and Accounting Officer) | ||||||||
35
AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) by and between Willis Lease Finance Corporation, a Delaware corporation (“Employer”), and Charles F. Willis, IV (“Employee”), is effective as of March 13, 2025 (the “Effective Date”). RECITALS WHEREAS, Employee entered into an Employment Agreement (the “Employment Agreement”) with Employer effective as of April 1, 2022, pursuant to which Employee would serve as the Executive Chairman of Employer, subject to the terms of the Employment Agreement; WHEREAS, Employer and Employee desire to amend and restate the Employment Agreement to modify the compensation and certain other terms provided thereunder; and WHEREAS, Employee acknowledges that he has had an opportunity to consider this Agreement and consult with independent advisors of his choosing with regard to the terms of this Agreement, and enters this Agreement voluntarily and with a full understanding of its terms. AGREEMENT NOW, THEREFORE, in consideration of the foregoing recitals and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Employer and Employee hereby agree as follows: 1. Employment. Employer hereby agrees to continue to employ Employee and Employee hereby accepts such continued employment, upon the terms and conditions hereinafter set forth, as the Executive Chairman of the Board of Directors of the Company (the “Board”). 2. Term. (a) The term of Employee’s employment under this Agreement shall commence effective as of the Effective Date and end on the fifth anniversary of the Effective Date (such initial five year term, the “Initial Term,” and as may be extended hereunder, the “Employment Term”), unless otherwise terminated pursuant to the terms hereof. Each full twelve-month period Employee is employed by Employer shall be referred to herein as an “Employment Year.” (b) After the expiration of the Initial Term, Employee’s employment will automatically renew for a period of one year (each, an “Extension Term”), each year, on the same terms and conditions as are set forth herein, unless either party gives the other written notice of nonrenewal at least sixty (60) days prior to the end of the last applicable Employment Year. 151295026v13 (c) Upon the occurrence of a Change in Control that is consummated on a date that is either (x) within two years prior to the end of the Initial Term or (y) during an Extension Term, this Agreement shall be automatically extended for a two-year period commencing on the date of the Change in Control event and ending on the second anniversary of the Change in Control event. “Change in Control” means the occurrence of any of the following events; (i) any “person” (as such term is used in Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) (including persons acting together as a group), other than Employee or an Affiliate (as defined in Section 13 below) of Employee, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under said Act), directly or indirectly, of securities of Employer representing at least fifty percent (50%) of the total voting power represented by Employer’s then outstanding voting securities; (ii) the stockholders of Employer approve a merger or consolidation of Employer with any other corporation, other than a merger or consolidation which would result in the voting securities of Employer outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least fifty (50%) of the total voting power represented by the voting securities of Employer or such surviving entity outstanding immediately after such a merger or consolidation, or the stockholders of Employer approve a plan of complete liquidation or dissolution of Employer or an agreement for the sale or disposition by Employer of all or substantially all of Employer’s assets, provided, however, that if such merger, consolidation, liquidation, dissolution, sale or disposition does not subsequently close, a Change in Control shall not be deemed to have occurred; or (iii) change in the composition of the Board occurring within a two‑year period, as a result of which fewer than a majority of the directors are directors who are elected, or nominated for election, to the Board with the affirmative votes of at least a majority of those directors whose election or nomination was not in connection with any transaction described in subsections (i) or (ii) of this Section 2(c), or in connection with an actual or threatened proxy contest relating to the election of directors to Employer. 3. Duties. (a) Employee shall in good faith perform those duties and functions as are required by his position (and as are outlined on Exhibit “B” hereto). Notwithstanding the foregoing or any other provision in this Agreement, Employer shall have the right to modify from time to time the title and duties assigned to Employee so long as such title and duties are consistent with the usual and customary expectations of the type of position and function of Employee as Executive Chairman. As Executive Chairman Employee shall report to the Board. (b) Employee agrees to serve Employer faithfully and to the best of his ability; to devote his full-time and attention, with undivided loyalty, to the business and affairs of Employer, except during reasonable vacation periods and periods of illness and incapacity; and to perform such other duties as the Board may assign him that are consistent with his title. Employee shall not engage in any other business or job activity during the Employment Term without Employer’s prior written consent. Notwithstanding the foregoing, Employee may engage in civic and not-for-profit activities so long as such activities do not materially interfere with Employee’s performance of his duties hereunder. 4. Compensation. Employer agrees to provide as compensation to Employee the following salary, bonus, and benefits in exchange for the services described in Section 3 of this Agreement: (a) Base Salary. Commencing as of January 1, 2025, Employer agrees to pay to Employee during the Employment Term an annual base salary in the amount of $1,269,000 (with a retroactive adjustment for the portion of 2025 occurring prior to the Effective Date to be paid in lump sum within 30 days following the Effective Date), or such other amount as the Board shall from time to time determine, such salary to be paid in accordance with the usual manner of payment of executive salaries by Employer. The Board will review Employee’s base salary no less than once annually, and shall have sole discretion to increase or decrease (subject to the next sentence hereof) the base salary. Employee’s base salary may only be decreased in connection with a salary reduction program approved by the Board which affects all senior executive officers of Employer. (b) Bonus Compensation. In addition to Employee’s base salary, Employee shall have a target annual bonus opportunity during the Employer’s 2025 fiscal year and each year thereafter during the Employment Term equal to 150% of his base salary for that year (“Annual Bonus”). The actual amount of Employee’s Annual Bonus (if any) for each such year, which may be greater or lesser than the target bonus for such year, shall be determined by the Board or the Compensation Committee of the Board (the “Committee”) in its sole discretion, taking into account the performance of Employer and Employee for that particular year and applying considerations that are consistent with those applied for determining annual bonuses for other executive officers of Employer. For the avoidance of doubt, Employee shall be eligible to receive the full Annual Bonus for 2025 determined in accordance with this Section 4(b), without proration. 5. Benefits and Perquisites. (a) Benefits. Employer shall provide Employee such employment benefits, work- related equipment and office administrative support as are generally available to senior executive officers of Employer, including without limitation coverage under medical, dental, vision, long term disability and life insurance plans, if any, and any rights and benefits for which Employee is eligible under Employer’s 401(k) and employee stock purchase plans, if any, in each case, subject to the terms and conditions of such plans and arrangements. In addition to the foregoing description of benefits, Employer will continue to pay 100% of the cost of an individual medical insurance policy comparable to the policy currently in effect. (b) Vacation and Sick Pay. Employee shall be eligible for vacation and sick leave in accordance with the policies of Employer in effect from time to time during the Employment Term. Employee shall be entitled to a period of annual vacation time equal to four (4) weeks during each Employment Year, to accrue pro rata during the course of the Employment Year. Subject to Employer’s vacation accrual policies, all accrued and unused vacation pay shall be paid to Employee in a lump sum payment on the date of Employee’s termination of employment with Employer. (c) Perquisites. During the Employment Term, Employer shall also provide the following perquisites to Employee: (i) Personal use of two Employer provided cars (United Kingdom and Florida) and related costs; (ii) Personal use of the Employer plane (including family and friends) with a tax gross up limit of up to $300,000 in any calendar year (calculated as an aggregate maximum together with the tax gross up benefit provided in Section 5(c)(vi)) based upon Standard Industry Fare Level (SIFL) rates; provided, however, that in addition to the foregoing, Employee shall be entitled to usage of the Employer plane on empty and/or repositioning legs as determined in the reasonable discretion of Employee (at no cost to Employee) and solely to the extent that the incremental cost to Employer is de minimis; (iii) Unlimited spousal travel when on Employer business trips, grossed up for applicable taxes; (iv) United Kingdom Visa expenses; (v) Payment of annual dues for Employee’s membership in one country club of his choice; (vi) On a space available basis, three weeks charter of Employer’s marine vessel The Fabulous Character (or the applicable successor or replacement thereto) with reimbursement after receipt of detailed invoice, not to exceed $500,000 in any calendar year, and with a tax gross up limit of up to $300,000 in any calendar year (calculated as an aggregate maximum together with the tax gross up benefit provided in Section 5(c)(ii)); provided, however, that in addition to the foregoing, Employee shall be entitled to usage of Employer’s marine vessel on empty and/or repositioning legs as determined in the reasonable discretion of Employee (at no cost to Employee) and solely to the extent that the incremental cost to Employer is de minimis; and (vii) Reimbursement of reasonable expenses incurred in performing his duties under this Agreement (including, but not limited to, expenses for entertainment, long- distance telephone calls, lodging, meals and travel including first class air fare). (d) Retirement. Upon Retirement (as defined below), Employee shall have the right to purchase the Employer provided cars referred to in Section 5(c)(i) above at net book value or, if such car or cars are leased, to assume the lease with the consent of the Lessor. In addition, upon Retirement, the Employer will continue to (1) pay the club dues listed in Section 5(c)(v) above, and (2) provide coverage under medical, long-term disability and life insurance plans described in Section 5(a) above (or, to the extent Employer is unable to maintain such coverage under one or more such plans, reimburse Employee’s out-of-pocket costs in obtaining similar coverage within 30 days after Employee furnishes invoices or other documentation reasonably requested by Employer to substantiate such expenses were incurred, but no reimbursements shall be made later than the end of the calendar year such expenses were incurred by Employee) in each case for a period of one year after the date of Employee’s Retirement. For purposes of this
Agreement, “Retirement” means Employee’s voluntary termination on a date after which Employee has reached the age of 55 and has provided Employer with at least 10 years of service. 6. Equity-Based Awards. (a) Employee shall be eligible for awards under any Employer incentive stock plan or other equity or equity-based plan, including Employer’s 2021 Incentive Stock Plan (the “Plan”) on the same terms as are generally available to senior executive officers of Employer and on terms which are generally in accordance with comparative market practices. Subject to Section 6(b) below, the parties agree that any grant of stock options or restricted stock under the Plan or any similar plan is subject to the discretion of and approval by the Board (or the Committee) (not to be unreasonably withheld), based upon the duties of Employee’s position, the extent to which Employee’s individual performance objectives and Employer’s profitability objectives and other financial and non-financial objectives were achieved during the applicable period and comparative market practices. (b) In connection with entering into this Agreement and in recognition of the recent performance of Employer and Employee, notwithstanding the foregoing, and in addition to any equity or equity-based awards previously granted to Employee, the below grants shall be automatically granted on the final day of the Measurement Period (as defined in Section 6(b)(iii) of this Agreement) (the “Grant Date”) without further action of the Committee, subject to, in each case, (x) Employee’s continued service with Employer on the Grant Date, and (y) the terms of the applicable award agreement and the Plan: (i) a one-time Restricted Stock Bonus (as defined in the Plan) with a target value of $8,000,000 (the “Sign-On RS Award”). The total number of shares of Common Stock (as defined in the Plan) to be granted pursuant to the Sign-On RS Award shall equal the quotient of (x) $8,000,000 and (y) the average Fair Market Value (as defined in the Plan) of the Common Stock for each Trading Day (as defined in Section 6(b)(iii) of this Agreement) during the Measurement Period; provided, however, in no event shall the Sign-On RS Award be less than 38,000 shares of Common Stock and in no event more than 55,000 shares of Common Stock. The shares of Common Stock underlying the Sign-On RS Award shall be immediately vested as of the Grant Date; and (ii) a grant of 231,000 Options (as defined in the Plan) to purchase a share of the Common Stock (the “Option Award,” and together with the Sign-On RS Award, the “Equity Awards”). The Option Award shall vest, subject generally to Employee’s continued service with Employer, from the Grant Date until the applicable vesting dates (except as otherwise set forth herein or in the applicable award agreement), in three (3) equal annual installments on each of the first, second and third anniversaries of the Grant Date. The Option Award shall have a five-year term (the “Term”), measured from the Grant Date, and shall be granted with an exercise price equal to the Fair Market Value of the Common Stock on the Grant Date. The Options underlying the Option Award shall be exercisable during the Term following vesting, subject to Employee’s continued service with Employer at the time of exercise; provided, however, if Employee’s service with Employer is terminated due to Employee’s death, disability or resignation for Good Reason or by Employer without Cause, the Options underlying the Option Award shall remain exercisable for the shorter of (i) two years following the termination of Employee’s service with Employer and (ii) the remainder of the Term. If Employee’s service with Employer is terminated by Employer for Cause or circumstances that would have given rise to Employee’s termination by Employer for Cause are discovered within 12 months following Employee’s termination of service with Employer, all Options underlying the Option Award (whether vested and unvested) shall be cancelled and forfeited for no additional consideration; provided, however, that any such finding of Cause by Employer shall be made in good faith. The Equity Awards shall be subject to the terms and conditions of the Plan and Employer’s standard form of award agreement. (iii) As used herein, (A) “Measurement Period” means the five Trading Day period beginning on the date that the Committee approves the Equity Awards and ending five Trading Days later, and (B) “Trading Day” means a day during which trading in securities generally occurs on The NASDAQ SmallCap Market. (c) All stock options, restricted stock or other equity or equity-based awards (including but not limited to the Equity Awards) granted to Employee by Employer shall immediately vest and become exercisable, if applicable, in the event of a Change in Control. 7. Registration Rights. With respect to any and all shares of common stock of the Employer currently beneficially owned or hereafter acquired by the Employee, the Employer shall grant to the Employee registration rights on the terms described in Exhibit A. 8. Termination/Nonrenewal by Employer. The employment of Employee may be terminated by Employer or Employer may decide not to renew this Agreement for any reason or no reason, with or without cause or justification, subject to the following: (a) Termination for Cause. If Employee’s employment is terminated by Employer for Cause (as defined below), Employer’s total liability to Employee or his heirs shall be limited to payment of any due but unpaid base salary, unpaid earned and declared Annual Bonus, vested but undistributed stock to which the Employee is entitled as of the termination date (except if such termination is a termination by Employer for Cause) and accrued vacation and sick pay solely to the extent provided in Employer’s policy (collectively, the “Accrued Benefits”), and Employee shall not be entitled to any further compensation or benefits provided under this Agreement, including, without limitation, any severance payments. “Cause” means (A) the Employee’s conviction of, plea of nolo contendere to, or written admission of the commission of, a felony or crime involving fraud, misrepresentation or dishonesty, (B) any act by Employee involving fraud, misrepresentation, dishonesty or willful misconduct in the performance of his duties as an employee or officer of the Employer or its affiliates; or (C) Employee’s continuing or repeated failure or refusal to perform his material obligations hereunder causing demonstrably material harm to the business of Employer, after Employee shall have received written notice from the Board stating the nature of such failure or refusal and, if such failure or refusal is curable, then after Employee has been afforded at least 30 days in which to cure such failure or refusal. (b) Termination Without Cause. If Employee’s employment is terminated by Employer without Cause, then in addition to the Accrued Benefits, Employer shall either provide to Employee at least one year’s notice of such termination or non-renewal, or in the absence of such notice, subject to Section 10(c) below, provide a lump-sum payment in an amount equal to one year of Employee’s base salary minus the number of months notice provided to the Employee, payable within sixty (60) days following termination of employment. In addition, Employee will be paid the severance which is described in Section 10 below. 9. Termination Nonrenewal by Employee. The employment of Employee may be terminated by, with or without cause or justification, subject to the following: (a) Voluntary Resignation. If Employee’s employment terminates by reason of Employee’s voluntary resignation (and is not a resignation for Good Reason), Employer’s total liability to Employee shall be limited to payment of the Accrued Benefits, and Employee shall not be entitled to any further compensation or benefits provided under this Agreement, including, without limitation, any severance payments. (b) Resignation for Good Reason. If Employee’s employment terminates by reason of Employee’s voluntary resignation for Good Reason, then in addition to the amounts set forth in Section 9(a) above, subject to the Employee signing and not revoking the Release, Employee will be paid the severance which is described in Section 10 below. “Good Reason” means the occurrence of any one or more of the following events, but only if Employee notifies the Board or the Committee in writing of the occurrence of the event alleged to constitute Good Reason no later than 30 days after the first occurrence of the event; Employer does not cure such event with 30 days after its receipt of Employee’s notice and Executive terminates his employment no later than 60 days after the expiration of the cure period: (i) a material reduction in Employee’s annual base salary, other than such base salary reduction that is in proportion to any salary reduction program approved by the Board and that affects all executive officers of Employer, or a material reduction in Employee’s target Annual Bonus opportunity, (ii) a material diminution in Employee’s position, title, duties and status or changing Employee’s reporting obligations so that he no longer reports to the Board, (iii) requiring Employee to work at a location more than 30 miles from Employee’s principal place of employment as of the Effective Date, or (iv) any action or inaction that constitutes a material breach by Employer of its obligations pursuant under this Agreement. 10. Severance Payment. (a) Amount. In the event severance is payable hereunder, such severance shall be in an amount equal to the aggregate of: (i) three times Employee’s base salary at the time of termination (but prior to any reduction as described in Section 9(b)(i), if applicable), plus (ii) three times the average of the Annual Bonuses paid to Employee during the three years prior to the year of termination; (iii) prorated Annual Bonus due for the year of termination, to the extent the performance goals under the Plan are achieved; (iv) immediate vesting of all outstanding Employer equity or equity-based awards (including, but not limited to, stock options and/or restricted stock); (v) continued coverage under all benefit plans as provided on the effective date hereof (e.g., medical, dental, disability and life insurance) for a period of three years following the termination date (or, to the extent Employer is unable to maintain such coverage under one or more such plans, reimburse Employee’s actual expenses incurred in obtaining comparable coverage within 30 days after Employee furnishes invoices or other documentation reasonably requested by Employer to substantiate such expenses were incurred, but no reimbursements shall be made later than the end of the calendar year such expenses were incurred by Employee), plus (vi) For a period of three years following Employee’s termination Employer shall pay Employee’s dues for membership in the club listed in Section 5(c)(v) above; and (vii) Employee shall also have the right to purchase the Employer provided cars referred to in Section 5(c)(i) above at net book value or to assume the lease with the consent of Lessor, if such car or cars are leased. (b) Payment. Subject to Section 10(c) below, the severance amounts set forth in Sections 10(a)(i) and 11(a)(ii) above shall be paid in a lump sum payment to Employee within sixty (60) days of Employee’s termination of employment. Any amount payable with respect to Section 11(a)(iii) above will be paid at the time of payments to Participants under the applicable Plan, but in no event later than May 15 of the year following the year in which Employee’s termination of employment occurs. Amounts payable with respect to Sections 10(a)(v), (vi) and (vii) will be paid annually against appropriate evidence of payment by Employee. (c) Section 409A Compliance. Notwithstanding anything in this Agreement to the contrary, if any payment or benefit to Employee under this Agreement on account of the Employee’s termination of employment constitutes a deferral of compensation subject to 409A of the Internal Revenue Code of 1986, as amended (the “Code”), such payment or benefit shall commence when Employee has incurred a “Separation from Service” as defined under Treasury Regulation § 1.409A-1(h)(1) without regard to the optional alternative definitions thereunder. If at the time of Employee’s Separation from Service, Employee is a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i), Employer shall delay commencement of any such payment or benefit until six months after Employee’s Separation from Service (the “409A Suspension Period”). Within fourteen calendar days after the end of the 409A Suspension Period, Employer shall pay to the Employee, without interest, any payments and benefits that Employer would otherwise have been required to provide Employee under this Agreement but for the imposition of the 409A Suspension Period. Thereafter, Employee shall receive any remaining payments and benefits due under this Agreement in accordance with the terms of this Agreement (as if there had not been any suspension period beforehand). To the extent that reimbursements or in-kind benefits under this Agreement constitute non-exempt “non-qualified
deferred compensation” for purposes of Section 409A, (1) all reimbursements hereunder shall be made on or prior to the last day of the calendar year following the calendar year in which the expense was incurred by Employee (or such earlier time specified in this Agreement), (2) any right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (3) the amount of expenses eligible for reimbursement or in-kind benefits provided in any calendar year shall not in any way affect the expenses eligible for reimbursement or in-kind benefits to be provided, in any other calendar year. Each payment of compensation or benefits provided under this Agreement shall be treated as a right to receive a series of separate payments of compensation or benefits, as applicable, and, accordingly, each such installment payment shall at all times be considered a separate and distinct payment. The payments and benefits under this Agreement are intended to be exempt from or comply with the requirements of Section 409A so that none of the payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities or ambiguous terms herein will be interpreted to be exempt or so comply. The Employer and Employee agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions that are necessary, appropriate or desirable to avoid imposition of any additional tax under Section 409A. Any tax-gross up payment made to Employee under this Agreement or otherwise shall be made no later than the end of the Employee’s taxable year next following the Employee’s taxable year in which the Employee remits the related taxes. (d) Limitation on Payments. If any payment or benefit Employee would receive from Employer or otherwise (“Payment”) would (i) constitute a “parachute payment” within the meaning of Code Section 280G, and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment shall be reduced to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal. state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Employee’s receipt, on an after-tax basis, of the greater amount of the Payment notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment equals the Reduced Amount, reduction shall be made in a manner intended to comply with the requirements of Code Section 409A and occur in the following order: reduction of cash payments; cancellation of accelerated vesting of stock awards; reduction of employee benefits; and reduction of any amounts that would constitute a deferral of compensation subject to Code Section 409A. In the event that acceleration of vesting of stock award compensation is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant of Employee’s stock awards unless Employee elects in writing a different order for cancellation. The accounting firm engaged by Employer for general audit purposes as of the day prior to the effective date of the event that triggers the Payment shall perform the foregoing calculations. If the accounting firm so engaged by Employer is serving as accountant or auditor for the individual, entity or group effecting the “change in ownership” as described in Section 280G(b)(2)(A)(i) of the Code. Employer shall appoint a nationally recognized accounting firm to make the determinations required hereunder. Employer shall bear all expenses with respect to the determinations by such accounting firm required to be made hereunder. The accounting firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to Employer and Employee within fifteen (15) calendar days after the date on which Employee’s right to a Payment is triggered (if requested at that time by Employer or Employee) or such other time as requested by Employer or Employee. If the accounting firm determines that no Excise Tax is payable with respect to a Payment, either before or after the application of the Reduced Amount, it shall furnish Employer and Employee with an opinion reasonably acceptable to Employee that no Excise Tax will be imposed with respect to such Payment. Any good faith determinations of the accounting firm made hereunder shall be final, binding and conclusive upon Employer and Employee. 11. Death/Disability. (a) In the event (during the Employment Term) of Employee’s death, (i) this Agreement shall terminate, (ii) Employer shall pay to Employee’s estate or his heirs any due but unpaid base salary and Annual Bonus, accrued but unused vacation pay and pro-rated Annual Bonus for the period of active employment during the year in which death occurs, and (iii) Employee’s estate or his heirs shall not be entitled to any severance payments hereunder. In addition, all stock options and restricted stock granted to Employee shall immediately vest and become exercisable, if applicable, upon Employee’s death. Employee’s estate shall have the right to exercise such options (except the options underlying the Option Award, which are governed by Section 6(b)) for the shorter of (i) two (2) years from the date of death, and (ii) the term of the option. (b) In the event (during the Employment Term) of Employee’s long term disability (as defined in Employee’s Group Disability Plan) and the passing of the Elimination Period (as defined in Employee’s Group Disability Plan), (i) this Agreement shall terminate, (ii) Employer shall pay to Employee any unpaid base salary and prorated Annual Bonus for the period of active employment during the year in which such event occurs, and (iii) Employee shall not be entitled to any severance payments hereunder. In addition, all stock options and restricted stock granted to Employee shall immediately vest. Employee shall have the right to exercise such options for the shorter of (i) two (2) years from the date of disability, and (ii) the term of the option. In addition, Employee shall have the right to purchase the company cars referred to in Section(c)(i) at net book value or assume the lease with the Lessor’s consent, if leased. The Employer will pay the membership dues listed in Section 5(c)(v) if Employee’s membership continues, pay three weeks charter of Employer’s marine vessel The Fabulous Character with reimbursement after receipt of detailed invoice as described in Section 5(c)(vi) and provide coverage under medical, long-term disability and like insurance plans described in Section 5(a) above, in each case for a period of three (3) years from the date of disability (or, to the extent Employer is unable to maintain such coverage under one or more such plans, reimburse Employee’s actual expenses incurred in obtaining comparable coverage within 30 days after Employee furnishes invoices or other documentation reasonably requested by Employer to substantiate such expenses were incurred, but no reimbursements shall be made later than the end of the calendar year such expenses were incurred by Employee). 12. Maintenance of Confidentiality and Duty of Loyalty. (a) General. Employee acknowledges that, pursuant to his employment with Employer, he will necessarily have access to trade secrets and information that is confidential and proprietary to Employer in connection with the performance of his duties. In consideration for the disclosure to Employee of, and the grant to Employee of access to such valuable and confidential information and in consideration of his employment, Employee shall comply in all respects with the provisions of this Section 12. (b) Nondisclosure. During the Employment Term and for a period of ten (10) years thereafter, Confidential and Proprietary Information of Employer of which Employee gains knowledge during the Employment Term shall be used by Employee only for the benefit of Employer, including in connection with Employee’s performance of his employment duties, and Employee shall not, and shall not allow any other person that gains access to such information in any manner to, without the prior written consent of Employer, disclose, communicate, divulge or otherwise make available, or use, any such information, other than for the immediate benefit of Employer. For purposes of this Agreement, the term “Confidential and Proprietary Information” means information not generally known to the public and that is proprietary to Employer and relates to Employer’s existing or reasonably foreseeable business or operations, including but not limited to trade secrets, business plans, advertising or public relations strategies, financial information, budgets, personnel information, customer information and lists, and information pertaining to research, development, manufacturing, engineering, processing, product designs (whether or not patented or patentable), purchasing and licensing, and which may be embodied in reports or other writings or in blue prints or in other tangible forms such as equipment and models. Employee will refrain from any acts or omissions that would jeopardize the confidentiality or reduce the value of any Employer Confidential and Proprietary Information. (c) Covenant of Loyalty. During the Employment Term, Employee shall not, on his own account or as an employee, agent, promoter, consultant, partner, officer, director, or as a more than 1% shareholder of any other person, firm, entity, partnership or corporation, own, operate, lease, franchise, conduct, engage in, be connected with, have any interest in, or assist any person or entity engaged in any business that is in any way competitive with or similar to the business that is conducted by Employer or is in the same general field or industry as Employer. Without limiting the generality of the foregoing, Employee does hereby covenant that he will not, during the Employment Term: (i) solicit, accept or receive any compensation from any customer of Employer or any business competitive to that of Employer; (ii) contact, solicit or call upon any customer or supplier of Employer on behalf of any person or entity other than Employer for the purpose of selling, providing or performing any services of the type normally provided or performed by Employer; (iii) induce or attempt to induce any person or entity to curtail or cancel any business or contracts which such person or entity has with Employer; or (iv) induce or attempt to induce any person or entity to terminate, cancel or breach any contract which such person or entity has with Employer, or receive or accept any benefits from such termination, cancellation or breach. (d) No Solicitation. During the Employment Term and for a period of three years thereafter, Employee agrees not to directly or indirectly solicit, induce or attempt to solicit or induce any employee of Employer to terminate his or her employment with Employer in order to become employed by any other person or entity. (e) Immunity under the Defend Trade Secrets Act of 2016. Employee shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (i) is made in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney in confidence solely for the purpose of reporting or investigating a suspected violation of law; (ii) in a complaint or other document filed in a lawsuit or other proceeding, provided that any complaint or document containing the trade secret is filed under seal; or (iii) to an attorney representing Employee in a lawsuit for retaliation by Employer for reporting a suspected violation of law or to use the trade secret information in that court proceeding, provided that any document containing the trade secret is filed under seal and Employee does not disclose the trade secret, except pursuant to court order. (f) Additional Legal Exceptions to Non-Disclosure Obligations. Nothing in this Agreement is intended to be or will be construed to prevent, impede, or interfere with Employee’s right to (i) timely and truthfully responding to a valid subpoena; (ii) file a charge, testify, assist, or participate in any manner in an investigation, hearing or proceeding; respond to any inquiry; or otherwise communicate with, any governmental, administrative or regulatory agency or authority, including, but not limited to, the U.S. Department of Labor, the National Labor Relations Board, the Occupational Safety and Health Administration, the Equal Employment Opportunity Commission and/or any state or local fair employment practices or human rights agency, the Securities and Exchange Commission, the Commodity Futures Trading Commission or any self-regulatory organization, or (iii) make other disclosures that are protected under the whistleblower provisions of federal or state law or regulation. Employee is not required to contact Employer regarding the subject matter of any such communications before Employee engages in such communications, and nothing in this Agreement is intended to restrict Employee’s legally protected right to discuss wages, hours or other working conditions with co- workers, disclose or discuss unlawful discrimination, including conduct that constitutes sexual assault, or in any way limit Employee’s rights under the National Labor Relations Act or any whistleblower act. (g) Injunctive Relief. Employee expressly agrees that the covenants set forth in this Section 12 are reasonable and necessary to protect Employer and its legitimate business interests, and to prevent the unauthorized dissemination of Confidential and Proprietary Information to competitors of Employer. Employee also agrees that Employer will be irreparably harmed and that damages alone cannot adequately compensate Employer if there is a violation of this Section
12 by Employee, and that injunctive relief against Employee is essential for the protection of Employer. Therefore, in the event of any such breach, it is agreed that, in addition to any other remedies available, Employer shall be entitled as a matter of right to injunctive relief in any court of competent jurisdiction, plus reasonable attorneys’ fees actually incurred in seeking such relief. Furthermore, Employee agrees that Employer shall not be required to post a bond or other collateral security with the court if Employer seeks injunctive relief. To the extent any provision of this Section 12 is deemed unenforceable by virtue of its scope or limitation, Employee and Employer agree that the scope and limitation provisions shall nevertheless be enforceable to the fullest extent permissible under the laws and public policies applied in such jurisdiction where enforcement is sought. 13. Name Change. So long as (a) Employee is the Executive Chairman of the Board, and (b) Employee or his Affiliates own 10% or more of the outstanding common stock of Employer, Employer will not change its name without the prior written consent of Employee. This Section 13 shall be automatically rendered void in the event of a Change in Control. “Affiliate” means a person that directly or indirectly, through one or more intermediaries’ controls, is controlled by or is under common control with the first mentioned person. 14. Notices. Any notice that either party may wish or be required to give to the other party pursuant to this Agreement shall be in writing and shall be either personally served or deposited in the United States mail, registered or certified, and with proper postage prepaid. Mailed notices to Employee shall be addressed to Employee at the home address from which Employee most recently communicated to Employer in writing. In the case of Employer, mailed notices shall be addressed to its corporate headquarters, and all notices shall be directed to the attention of corporate counsel. Notice given by personal service shall be deemed effective upon service. Notice given by registered or certified mail shall be deemed effective three (3) days after deposit in the mail. 15. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto, their respective legal representatives, and their successors and assigns. As used in this Agreement, the term “successor” shall include any person, firm, corporation or other business entity which at any time, whether by merger, purchase, consolidation, or otherwise, acquired all or substantially all of the assets or business of Employer. This Agreement shall be deemed to be willfully breached by Employer if any such successor does not absolutely and unconditionally assume all of Employer’s obligations under this Agreement and agree expressly to perform the obligations in the same manner and to the same extent as Employer would be required to perform such obligations in the absence of the succession; it being understood that no such breach shall occur where such assumption or agreement occurs by operation of law. Employee may not assign any of his duties hereunder and he may not assign any of his rights hereunder without the written consent of Employer, which shall not be unreasonably withheld. 16. Entire Agreement. This Agreement contains the entire agreement of the parties and supersedes and replaces all prior agreements and understandings between the parties relating to the subject matter hereof. 17. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida. 18. Arbitration. Any controversy or claim arising out of or relating to this Agreement, Employee’s employment with Employer or any other relationship between the parties shall be finally settled by binding arbitration in Broward or Palm Beach County, Florida, in accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect. The controversy or claim shall be submitted to three arbitrators, one of whom shall be chosen by Employer, one of whom shall be chosen by Employee. and the third of whom shall be chosen by the two arbitrators so selected. The party desiring arbitration shall give written notice to the other party of its desire to arbitrate the particular matter in question, naming the arbitrator selected by it. If the other party shall fail within a period of 15 days after such notice shall have been given to reply in writing naming the arbitrator selected by it, then the party not in default may apply to the American Arbitration Association for the appointment of the second arbitrator. If the two arbitrators chosen as above shall fail within 15 days after their selection to agree upon a third arbitrator, then either party may apply to the American Arbitration Association for the appointment of an arbitrator to fill the place so remaining vacant. The parties will have the right, subject to the discretion of the arbitrators, to conduct discovery necessary to establish their claims and defenses. The decision of any two of the arbitrators shall give reasons for the decision and be final and binding upon the parties hereto and shall be delivered in writing signed in triplicate by the concurring arbitrators to each of the parties hereto. Employer shall pay the fees of the arbitrators so selected. The other expenses incurred in connection with the arbitration shall be paid in accordance with Section 19 below. Judgment on the award rendered by the arbitrators may be entered in any court having jurisdiction. 19. Legal Fees and Expenses. The Employer shall pay the reasonable legal fees incurred by the Employee in connection with the negotiation of this Agreement. Employer shall pay such reimbursements within 30 days after Employee furnishes invoices or other documentation reasonably requested by Employer to substantiate such expenses were incurred, but no reimbursements shall be made later than the end of the calendar year such expenses were incurred by Employee. In the event an action is brought to enforce any provision of this Agreement, Employee’s legal fees and expenses shall be paid by Employer as incurred by Employee, unless Employee brings a claim which is determined by the arbitrator to be frivolous, in which case, Employee shall repay to Employer all amounts advanced by Employer to Employee in connection with such claim within thirty days of such determination. 20. Severability. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or any other jurisdiction, but this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provisions had never been contained herein. 21. Amendments and Waivers. This Agreement may be modified only by a written instrument duly executed by each party hereto. No breach of any covenant, agreement, warranty or representation shall be deemed waived unless expressly waived in writing by the party who might assert such breach. No waiver of any right hereunder shall operate as a waiver of any other right or of the same or a similar right on another occasion. 22. Counterparts. This Agreement may be executed by the parties in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument. 23. Section Headings. The headings of each Section, subsection or other subdivision of this Agreement are for reference only and shall not limit or control the meaning thereof. [Signature Page to Follow] IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. “Employer” WILLIS LEASE FINANCE CORPORATION By: /s/ Dean M. Poulakidas Name: Dean M. Poulakidas Title: EVP, General Counsel & Secretary “Employee” /s/ Charles F. Willis IV Charles F. Willis IV
EXHIBIT A Registration Rights (a) Definitions. (i) Registration. The terms “register”, “registered”, and “registration” refer to a registration effected by preparing and filing a registration statement in compliance with the Securities Act of 1933, as amended (the “Act”) and the declaration or ordering of effectiveness of such registration statement. (ii) Registrable Securities. The term “Registrable Securities” means: (1) shares of Willis Lease Finance Corporation (the “Company”) common stock par value $0.01 owned by the Employee or any affiliate of Employee, (2) any shares of common stock of the Company issued as a dividend or other distribution with respect to, or in exchange for or in replacement of, any shares of stock described in clause (1) of this subsection (ii) and (3) any other common stock of the Company hereafter acquired by Employee or any affiliate of Employee, and will be appropriately adjusted for any stock dividends, splits, reverse splits, combinations, recapitalizations and the like occurring after July 1, 2008. (iii) Holder. For purposes of this Exhibit, the term “Holder” means Charles F. Willis (“Employee”), so long as Employee is the owner of record of Registrable Securities. (b) Demand Registration. (i) Request by Holder. If the Company receives a written request from the Holder that the Company file a registration statement under the Act covering the registration of Registrable Securities pursuant to this Section (b), then the Company will use reasonable commercial efforts to effect, within ninety (90) days of such request, the registration under the Act of all Registrable Securities that Holder requests to be registered, subject only to the limitations of this Exhibit. (ii) Underwriting. Registrable Securities covered by this demand registration will be distributed only by means of a firm commitment offering underwritten by a managing underwriter or underwriters selected by Holder and reasonably acceptable to the Company, provided that the managing underwriter or underwriters must agree that no shares of Registrable Securities will be sold to any purchaser in the underwriting if after such purchase, such purchaser will own five percent (5%) or more of the issued and outstanding common stock of the Company. The right of Holder to include its Registrable Securities in such registration will be conditioned upon Holder’s participation in such underwriting and the inclusion of Holder’s Registrable Securities in the underwriting to the extent provided herein. Holder will enter into an underwriting agreement in customary form with the managing underwriter or underwriters (including a market stand-off agreement of up to 180 days if required by such underwriters). (iii) Maximum Number of Demand Registrations. The Company will be obligated to effect no more than two (2) such registrations pursuant to this Section (b), provided that the Company will be relieved of its obligations to effect any registration if at any time Holder will own less than five percent (5%) of the issued and outstanding capital stock of the Company. A registration request as provided in this Section (b) will not count as one of the demands to which Holder is entitled hereunder unless the registration statement remains continuously effective until the earlier of (i) the completion of any offering and disposition of all Registrable Securities included in the registration statement and (ii) the expiration of ninety (90) days from the date on which the registration statement first became effective under the Act. (iv) Deferral. Notwithstanding the foregoing, if the Company furnishes the Holder a certificate signed by an authorized officer of the Company stating that in good faith judgment of the board of directors, it would be materially detrimental to the Company and its stockholders for such registration statement to be filed (other than any detriment caused by the sale of Company common stock pursuant to such registration statement), then the Company will have the right to defer such filing for a period of not more than sixty (60) days after the receipt of the request of the Holder. (v) Expenses. All fees, costs and expenses incurred in connection with any registration pursuant to this Exhibit (other than Section (c)), including all federal and “Blue Sky” registration, filing and qualification fees and expenses, printer’s fees and expenses, accounting fees (including in connection with the delivery of any “comfort letter”), fees and disbursements of counsel for the Company (including and in connection with the delivery of any required legal opinion), and all fees, costs and expenses incurred in connection with the performance of the Company’s obligations contained in this Exhibit (other than Section (c)) will be borne by the Holder and the Holder agrees to pay and reimburse any such fees, costs and expenses incurred by the Company within three days of the presentation of an invoice therefor. (vi) Qualification. The Company will not be required to effect a registration in any particular jurisdiction in which the Company would be required to qualify to do business where it is not then so qualified or to execute a general consent to service of process in effecting such registration, qualification or compliance in any jurisdiction where it is not then so subject to service of process. (c) Piggyback Registration. (i) Piggyback Right. If, at any time, the Company proposes or is required to register any of its common stock under the Act (other than pursuant to registrations on such form or similar form(s) solely for registration of securities in connection with an employee benefit plan or dividend reinvestment plan) on a registration statement on Form S-1 or Form S-3 or an equivalent general registration form then in effect, the Company shall give prompt written notice of its intention to do so to Holder. Upon the written request of Holder, made within fifteen (15) days following the receipt of any such written notice (which request shall specify the maximum number of Registrable Securities intended to be disposed of by Holder and the intended method of distribution thereof), the Company, subject to Section (c)(iv), shall use commercially reasonable efforts to cause all such Registrable Securities to be included in the registration statement with the securities that the Company at the time proposes to register to permit the sale or other disposition by the Holder in accordance with the intended method of distribution thereof of the Registrable Securities to be so registered. No registration of Registrable Securities effected under this Section (c) shall relieve the Company of its obligations to effect Demand Registrations under Section (b). (ii) Right to Terminate or Delay Registration. If, at any time after giving written notice of its intention to register any Company common stock and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such equity securities, the Company will give written notice of such determination to Holder and (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such abandoned registration, without prejudice, however, to the rights of Holder under Section (b) and (ii) in the case of a determination to delay such registration of its equity securities, shall be permitted to delay the registration of such Registrable Securities for the same period as the delay in registering such other equity securities. (iii) Withdrawal. Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any registration statement pursuant to this Section (c) by giving written notice to the Company of its request to withdraw. Such request must be made in writing prior to the earlier of the execution of the underwriting agreement or the execution of the custody agreement with respect to such registration. Such withdrawal shall be irrevocable and, after making such withdrawal, Holder shall no longer have any right to include Registrable Securities in the registration as to which such withdrawal was made. (iv) Priority. If any registration pursuant to Section (c) involves an underwritten offering that was proposed by the Company and the lead managing underwriter of such offering shall advise the Company that, in its view, the number of securities requested to be included in such registration exceeds the number (the “Section (c) Sale Number”) that can be sold in an orderly manner in such registration within a price range acceptable to the Company, the Company shall include in such registration: (A) first, all common stock that the Company proposes to register for its own account; and (B) second, to the extent that the number of securities to be included pursuant to clause (A) of this Section (c)(iv) is less than the Section (c) Sale Number, the remaining shares to be included in such registration shall be allocated to Holder. (d) Obligations of the Company. Whenever required to effect the registration of Registrable Securities under this Agreement the Company will, as expeditiously as reasonably possible: (i) Registration Statement. Prepare and file with the SEC within thirty (30) days a request by Holder under Section (b) a registration statement on the appropriate form for the registration of such Registrable Securities which shall be selected by the Company and shall be reasonably acceptable to Holder and use reasonable commercial efforts to cause such registration statement to become effective within ninety (90) days of a request by Holder under Section (b) and to remain continuously effective until the earlier of (i) the completion of any offering and disposition of Registrable Securities included in the registration statement and (ii) the expiration of ninety (90) days from the date on which the registration statement became effective under the Act; provided, however, that before filing a registration statement or prospectus or any amendment, supplement to either of them or any Issuer Free Writing Prospectus (as defined in Rule 433 of the Act) related thereto, the Company will (A) provide counsel to Holder with an adequate and appropriate opportunity to participate in the preparation of the registration statement and each prospectus included in the registration statement (and each amendment or supplement to it) and each Issuer Free Writing Prospectus related thereto to be filed with the SEC, which documents will be subject to the review of counsel to Holder and (B) notify counsel to Holder and Holder of any stop order issued or threatened by the SEC and to take all commercially reasonable action to prevent the entry of the stop order or to remove it if entered. With respect to any registration under Section (b), the Company will not permit any securities other than the Registrable Securities to be included in the registration statement if such inclusion would cause any of the Registrable Securities to be excluded from registration by the managing underwriter or underwriters. (ii) Amendments and Supplements. Prepare and file with the SEC such amendments and supplements to such registration statement, the prospectus used in connection with such registration statement, and any Issuer Free Writing Prospectus related thereto as may be necessary to comply with the provisions of the Act with respect to the disposition of all securities covered by such registration statement. (iii) Prospectuses. As soon as reasonably commercially practical, furnish to the Holder such number of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the Act, any Issuer Free Writing Prospectus related thereto and other such documents as they may reasonably request in order to facilitate the disposition of the Registrable Securities owned by them that are included in such registration. (iv) Blue Sky. Use its best efforts to register and qualify the securities covered by such registration statement under such other securities or “Blue Sky” laws of such jurisdictions as will be reasonably requested by the Holder, provided that the Company will not be required in connection therewith or as a condition thereto to qualify to do business in any jurisdiction where it is not then so qualified or to file general consent to service of process in any such states or jurisdictions where it is not then so subject to service of process. (v) Other Approvals. Use its commercially reasonable efforts to obtain all other approvals, consents, exemptions or authorizations from those governmental agencies or authorities at Holder’s sole cost and expense as may be necessary to enable Holder to effect the disposition of any Registrable Securities. (vi) Underwriting. Enter into and perform its obligations under an underwriting agreement in usual and customary form, with the managing underwriter(s) of such offering. Holder will also enter into and perform its obligations under such an agreement.
(vii) Notification. Notify Holder at any time when a prospectus relating to Registrable Securities or any Issuer Free Writing Prospectus related thereto is required to be delivered under the Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing and prepare and file with the SEC a supplement or amendment to the registration statement, prospectus or Issuer Free Writing Prospectus related thereto so that, as subsequently delivered to the purchasers of the Registrable Securities, the registration statement, prospectus or Issuer Free Writing Prospectus related thereto will not contain an untrue statement of material fact or omit to state any material fact required to be stated in the registration statement or necessary to make the statements therein not misleading in light of the circumstances under which they were made; provided, that prior to the filing of the supplement or amendment the Company will furnish copies of the supplement or amendment to the Holder, underwriter and counsel to Holder and will not file the supplement or amendment without prior review of counsel to Holder. (viii) Inspection of Records. Make available for inspection by Holder, any managing underwriter participating in any disposition provided for in the registration statement, counsel to Holder and any attorney, accountant or other appraiser retained by any Holder or any managing underwriter (each, an “Inspector”), all financial records, pertinent corporate documents and properties of the Company and any of its subsidiaries as may be in existence at that time as will be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Company’s and any subsidiaries’ officers, directors and employees, and the independent certified public accountants of the Company, to supply all information reasonably requested by any Inspector in connection with the registration statement. (ix) Opinion, Comfort Letter and Closing Certificates. Furnish, as the request of Holder, on the date that such Registrable Securities are delivered to the underwriters for sale, (i) an opinion, dated as of such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering and reasonably satisfactory to the Holder, addressed to the underwriters and to the Holder, (ii) a “comfort” letter dated as of such date, from the independent certified public accountants of the Company, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering and reasonably satisfactory to the Holder, addressed to the underwriters and to the Holder, and (iii) officers’ certificates and such other customary closing documents. (x) Listing on Securities Exchange. Use commercially reasonable efforts to cause all Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed, subject to the satisfaction of the applicable listing requirements of the exchange. (xi) Cooperation. Reasonably cooperate with Holder and each underwriter participating in the disposition of any Registrable Securities and their respective counsel in connection with any filings required to be made with any securities exchange or automated quotation system. (e) Restrictions on Public Sale by the Company. The Company agrees not to effect any public sale or distribution of any of its securities for its own account (except pursuant to registrations on Form S-4 or Form S-8 (or any successor form) under the Act) during the ten (10) days prior to, and during the ninety (90) day period (or such shorter period as may be permitted by the managing underwriter or underwriters) beginning on the effective date of any registration statement in which Holder is participating under Section (b). (f) Furnish Information. It will be a condition precedent to the obligations of the Company to take any action pursuant to Sections (b), (c) or (d) that the Holder will furnish to the Company such information regarding itself, the Registrable Securities, and the intended method of disposition of such securities as will be timely to effect the Registration of its Registrable Securities. (g) Indemnification. In the event that any Registrable Securities are included in a registration statement under the Agreement: (i) By the Company. To the extent permitted by law, the Company will indemnify and hold harmless Holder, the partners, members, officer, directors and employees of Holder, any underwriter (as determined in the Act) for Holder and each person, if any, who controls Holder or any such underwriter within the meaning of the Act or the Securities exchange Act of 1934, as amended (the “Exchange Act”), against any losses, claims, damages, or liabilities (joint or several) to which they may become subject under the Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages, or liabilities (or actions in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (collectively a “Violation”): (A) any untrue statement or alleged untrue statement of a material fact contained in such registration statement, including any preliminary prospectus, final prospectus or Issuer Free Writing Prospectus related thereto, contained therein or any amendments or supplements, thereto; (B) the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading; or (C) any Violation or alleged Violation by the Company of the Act, the Exchange Act, any state or international securities law or any rule or regulation promulgated under the Act, the Exchange Act or any state securities law in connection with the offering covered by such registration statement. The Company will reimburse each such Holder, partner, officer, director, employee, underwriter or controlling person for any legal expenses reasonably incurred by them, as incurred in connection with investigating any such loss, claim, damage, liability or action; provided, however, that the indemnity agreement contained in this Section (g) will not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company, nor will the Company be liable in any such case for any such loss, claim, damage, liability or action to the extent that it arises out of or is based upon a Violation which occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by such Holder, partner, officer, director, underwriter or controlling person of Holder. (ii) By Holder. In connection with any registration under which Holder intends to make a disposition of Registrable Securities, to the extent permitted by law, Holder will indemnify and hold harmless the Company, each of its directors, each of its officers or employees who have signed the registration statement, each person, if any, who controls the Company within the meaning of the Act, any underwriter, any person who controls the Company or any such underwriter within the meaning of the Act or the Exchange Act, against any losses, claims, damages or liabilities (joint or several) to which the Company or any such director, officer, employee, controlling person, or underwriter may become subject to under the Act, the Exchange Act or federal or state law, insofar as such losses claims damages or liabilities (or actions in respect thereto) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by Holder expressly for use in connection with such registration; and Holder will reimburse any legal or other expenses reasonably incurred by the Company or any such director, officer, controlling person, underwriter in connection with investigating or defending any such loss, claim, damage, liability or action: provided, however, that the indemnity agreement contained in this Section (g) will not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Holder and, provided further, that the liability of Holder in this Section (g) will be limited to the amount of the net proceeds received by Holder in the offering giving rise to such liability. (iii) Notice. Promptly after receipt by an indemnified party under this Section (g) of the notice of the commencement of any action (including any governmental action), such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section (g), deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying party will have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying part similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party will have the right to retain its own counsel, with the fees and expenses to be paid by the indemnifying party, if the representation of such indemnified party by counsel retained by the indemnifying party would be inappropriate due to actual or potential conflict of interests between such indemnified party and any other party represented by such counsel in such proceeding; provided that there may only be one such counsel retained for all indemnified parties. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action will relieve such indemnifying party of liability to the indemnified party under this Section (g) to the extent the indemnifying party is prejudiced as a result thereof, but the omission to do so to deliver written notice to the Indemnified Party will not relieve it of any liability that it may have to any other Indemnified Party under this Section (g). (iv) Defect Eliminated in Final Prospectus. The foregoing indemnity agreements of the Company and Holder are subject to the condition that, insofar as they relate to any Violation made in a preliminary prospectus or Issuer Free Writing Prospectus related thereto but eliminated or remedied in the amended prospectus on file with the SEC at the time the registration statement in question becomes effective or the amended prospectus filed with the SEC pursuant to SEC Rule 424(b) (the “Final Prospectus”), such indemnity agreement will not inure to the benefit of any person if a copy of the Final Prospectus was timely furnished to the indemnified party and was not furnished to the person asserting the loss, liability, claim or damage at or prior to the time such action is required by the Act. (v) Contribution. In order to provide for just and equitable contribution to joint liability under the Act in any case in which either (i) Holder exercising rights under this Agreement, or any controlling person of any Holder, makes a claim for indemnification pursuant to this Section (g) but it is judicially determined (by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal of the denial of the last right of appeal) that such indemnification may not be enforced in such case notwithstanding the fact that this Section (g) provides for indemnification in such case, or (ii) contribution under the Act may be required on the part of Holder or any such controlling person in circumstances for which indemnification is provided under this Section (g); then, and in each such case, the Company and Holder will contribute to the aggregate losses, claims, damages or liabilities to which they may subject (after contribution from others) in such proportion as is appropriate to reflect the relative fault of the Company and Holder in connection with the actions, statements or omissions that resulted in such losses, claims, damages or liabilities as well as any other relevant equitable considerations; so that Holder is responsible for the portion represented by the percentage that the public offering price of its Registrable Securities offered by and sold under the registration statement bears to the public offering price of all securities offered by and sold under such registration statement; provided, however, that, in any such case no person or entity guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) will be entitled to contribution from any person or entity who was not guilty of such fraudulent misrepresentation. The relative faults of the Company and Holder will be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, was made by, or relates to information supplied by, the Company or Holder, and the Company’s and Holder’s relative intent, knowledge, access to information and opportunity to correct or prevent that action. (vi) Survival. The obligations of the Company and Holder under this Section (g) will survive until the second anniversary of the completion of any offering of Registrable Securities in a registration statement, regardless of the expiration of any statutes of limitations or extensions of such statutes. (h) Rule 144; Other Exemptions. For so long as the Company will have a class of securities registered under Section 12(b) or 12(g) of the Exchange Act, the Company covenants that it will file, on a timely basis, any reports required to be filed by it under the Exchange Act and the rules and regulations adopted by the SEC thereunder and keep all such reports and public information current to the extent required by Rule 144 under the Act, and that it will take all further action as Holder may reasonably request (including providing and keeping current any information necessary to comply with Rule 144 under the Act and providing any written of counsel to the Company reasonably requested), all to the extent required from time to time to enable the Holder to sell Registrable Securities without registration under the Act within the limitation of the exemptions provided by (a) Rule 144 under the Act, as the rules may be amended from time to time, or (b) any other rules or regulations now existing or hereafter
adopted by the SEC. At such time as the Company will not have a class of securities registered under Section 12(b) or Section 12(g) of the Exchange Act, the Company covenants that it will furnish or otherwise make available any information required for the Holder to sell the Registrable Securities under Rule 144A. The Company will, upon the request of any Holder, deliver to the Holder a written certification of a duly authorized officer as to whether the Company has complied with the requirements. (i) Termination of the Company’s Obligations. The Company will have no obligations pursuant to this Exhibit with respect to any Registrable Securities proposed to be sold by a Holder in a registration pursuant to this Exhibit: (i) if the Company has already effected two registrations pursuant to this Exhibit or (ii) if, in the opinion of counsel to the Company, all such Registrable Securities proposed to be sold by Holder may then be sold under Rule 144 which written opinion will be addressed and delivered to the Company’s transfer agent (and a copy of which will be sent to Holder). Employee may not assign its rights under this Exhibit to any person other than an affiliate of Employee. Exhibit B Key Responsibilities: As Executive Chairman, you will report to the Board. Your principal responsibility is the effective running of the Board. You are responsible for promoting the highest standards of integrity, probity and corporate governance throughout the company and particularly at the Board level. The Executive Chairman of the Board’s role allows you to devote, in collaboration with the Chief Executive Officer and President, part of your time to the development and implementation of strategic initiatives, including strengthening the Company’s partnerships with existing clients and fostering key relationships that lead to new business, including strategic acquisitions.
AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AMENDMENT TO THE AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Amendment”) is as of March 31, 2025 (the “Amendment Effective Date”), by and among Willis Lease Finance Corporation, a Delaware corporation (the “Employer”), and Charles F. Willis, IV (“Employee” and, together with Employer, the “Parties”), is intended to amend and modify the Amended and Restated Employment Agreement, dated as of March 13, 2025 (the “Employment Agreement”), by and between Employer and Employee. Any capitalized term not defined herein shall have the meaning ascribed to such term in the Employment Agreement. WHEREAS, Employee is employed as the Executive Chairman of the Board of Directors of Employer pursuant to the Employment Agreement; and WHEREAS, Employee acknowledges that he has had an opportunity to consider this Amendment and consult with independent advisors of his choosing with regard to the terms of this Amendment, and enters this Amendment voluntarily and with a full understanding of its terms. NOW, THEREFORE, the Parties desire to amend the Employment Agreement, effective on the Amendment Effective Date, as follows: 1. Section 6 of the Employment Agreement is hereby deleted and replaced in its entirety with the following: “6. Equity-Based Awards. (a) Employee shall be eligible for awards under any Employer incentive stock plan or other equity or equity-based plan, including Employer’s 2023 Incentive Stock Plan (the “Plan”) on the same terms as are generally available to senior executive officers of Employer and on terms which are generally in accordance with comparative market practices. Subject to Section 6(b) below, the parties agree that any grant of stock options or restricted stock under the Plan or any similar plan is subject to the discretion of and approval by the Board (or the Committee) (not to be unreasonably withheld), based upon the duties of Employee’s position, the extent to which Employee’s individual performance objectives and Employer’s profitability objectives and other financial and non-financial objectives were achieved during the applicable period and comparative market practices. (b) Prior to the Amendment Effective Date, in connection with entering into this Agreement and in recognition of the recent performance of Employer and Employee, notwithstanding the foregoing, and in addition to any equity or equity-based awards previously granted to Employee, Employee was granted: (i) A one-time Restricted Stock Bonus (as defined in the Plan) with a target value of $8,000,000 (the “Sign-On RS Award”), with the total number of shares of Common Stock (as defined in the Plan) granted pursuant to the Sign-On RS 151912651v4 Award equaling the quotient of (x) $8,000,000 and (y) the average Fair Market Value (as defined in the Plan) of the Common Stock for each Trading Day (as defined in Section 6(b)(iii) of this Agreement) during the Measurement Period. (ii) The Sign-On RS Award was granted to Employee on March 19, 2025 (the “Grant Date”) as a fully vested award and covered 44,904 shares of Common Stock (the “RS Shares”). Effective as of the Amendment Effective Date, the RS Shares under the Sign-On RS Award shall not be fully vested and instead, shall vest, subject generally to Employee’s continued service with Employer, from the Amendment Effective Date until the applicable vesting dates (except as otherwise set forth herein or in the applicable award agreement), in three (3) equal annual installments on each of the first, second and third anniversaries of the Grant Date. The Sign-On RS Award, as amended, shall be subject to the terms and conditions of the Plan and an amended restricted stock bonus agreement. If Employee’s employment is terminated by Employer without Cause (as defined in Section 8(a) below), by Employee for Good Reason (as defined in Section 9(b) below), or due to Employee’s death or disability, subject to the terms and conditions of Sections 10 and 11 below, all then unvested RS Shares as of the date of Employee’s termination of employment shall immediately vest. If Employee’s employment is terminated by Employer for Cause or by reason of Employee’s voluntary resignation without Good Reason, all then unvested RS Shares as of the date of Employee’s termination of employment shall be forfeited and cancelled for no additional consideration. (iii) As used herein, (A) “Measurement Period” means the five Trading Day period beginning on the date that the Committee approves the Sign-On RS Award and ending five Trading Days later, and (B) “Trading Day” means a day during which trading in securities generally occurs on The NASDAQ SmallCap Market. (c) All stock options, restricted stock or other equity or equity-based awards (including but not limited to the Sign-On RS Award, as amended) granted to Employee by Employer shall immediately vest and become exercisable, if applicable, in the event of a Change in Control. (d) On the Grant Date and prior to the Amendment Effective Date, Employee was granted 231,000 Options (as defined in the Plan) to purchase shares of the Common Stock (the “Option Award”). Effective as of the Amendment Effective Date, the Option Award is hereby cancelled and forfeited in its entirety for no consideration and Employee hereby irrevocably and voluntarily waives any and all rights and entitlements under the Option Award. Employee acknowledges and agrees that there is no commitment to grant any award of any type whatsoever in substitution or in lieu of the Option Award.” 2. The parenthetical in Section 11(a)(iii) of the Employment Agreement is hereby be deleted. Except as expressly hereby amended, the Employment Agreement shall remain in full force and effect in accordance with the terms thereof. To the extent a conflict arises between the terms of the Employment Agreement and this Amendment, the terms of this Amendment shall prevail. [Remainder of Page Left Intentionally Blank] [Signature Page to Amendment to Employment Agreement] EMPLOYEE _/s/ Charles F. Willis, IV____________________ Name: Charles F. Willis, IV WILLIS LEASE FINANCE CORPORATION By: _/s/ Dean M. Poulakidas_______________ Name: Dean M. Poulakidas Title: EVP, General Counsel & Secretary
78378947;16 4139-5401-0203.3 CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE 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 “[***].” Private & Confidential LIMITED LIABILITY COMPANY AGREEMENT OF WILLIS GLOBAL ENGINE TESTING LLC THE SECURITIES ISSUED PURSUANT TO THIS AGREEMENT HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE OR FOREIGN SECURITIES OR BLUE SKY LAWS. THE SECURITIES ISSUED PURSUANT TO THIS AGREEMENT MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT OR LAWS. THIS AGREEMENT ALSO CONTAINS, AMONG OTHER THINGS, RESTRICTIONS ON TRANSFER. i 78378947;16 4139-5401-0203.3 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS ....................................................................................................... 1 Section 1.1 Definitions....................................................................................................1 ARTICLE II ORGANIZATION ............................................................................................... 2 Section 2.1 Formation. ....................................................................................................2 Section 2.2 Name. ...........................................................................................................2 Section 2.3 Term. ............................................................................................................2 Section 2.4 Purpose; Powers. ..........................................................................................2 Section 2.5 Business Plan. ..............................................................................................2 Section 2.6 Engines for Test Cell Services. ....................................................................2 Section 2.7 COMPANY Principles.................................................................................3 Section 2.8 Non-Recourse Debt. .....................................................................................3 Section 2.9 Place of Business. ........................................................................................3 Section 2.10 Registered Agent and Office. .......................................................................3 Section 2.11 Foreign Qualification. ..................................................................................3 Section 2.12 Title to Assets. .............................................................................................4 Section 2.13 Fiscal Year. ..................................................................................................4 Section 2.14 No State Law Partnership. ............................................................................4 Section 2.15 Non Solicitation. ..........................................................................................4 Section 2.16 Non-Competition. ........................................................................................4 Section 2.17 Member Ownership Disclosures. .................................................................4 ARTICLE III MEMBERS; MEMBERSHIP INTERESTS .................................................... 4 Section 3.1 Members. .....................................................................................................4 Section 3.2 Membership Interests. ..................................................................................5 Section 3.3 Future Securities. .........................................................................................5 Section 3.4 Certificates. ..................................................................................................5 Section 3.5 Admission of Additional or Replacement Members. ...................................5 Section 3.6 Cessation of Membership Interest. ..............................................................6 Section 3.7 Voting Rights of Members. ..........................................................................6 Section 3.8 Action by Written Consent of Members. .....................................................6 ARTICLE IV TRANSFERABILITY OF INTERESTS; RIGHTS ........................................ 7 Section 4.1 General Restrictions on Transfer of Membership Units. .............................7 Section 4.2 Right of First Refusal. ..................................................................................7 Section 4.3 Change of Control. .......................................................................................9 ARTICLE V CAPITAL CONTRIBUTIONS ........................................................................... 9 Section 5.1 Initial Capital Contributions; Issuance of Membership Units. ....................9 Section 5.2 Additional Capital Contributions; Purchases. ..............................................9 Section 5.3 Capital Account. ........................................................................................10 Section 5.4 No Interest. .................................................................................................11 ii 78378947;16 4139-5401-0203.3 ARTICLE VI DISTRIBUTIONS ............................................................................................ 11 Section 6.1 Distributions. ..............................................................................................11 Section 6.2 Tax Distributions. .......................................................................................11 ARTICLE VII ALLOCATIONS ............................................................................................. 11 Section 7.1 Allocations of Profits. ................................................................................11 Section 7.2 Special Allocations. ...................................................................................12 Section 7.3 Adjustments. ..............................................................................................13 Section 7.4 Ameliorative Allocations. ..........................................................................14 Section 7.5 Loss Limitation. .........................................................................................14 Section 7.6 Other Allocation Rules. ..............................................................................14 Section 7.7 Income Tax Allocations. ............................................................................15 ARTICLE VIII GOVERNANCE; MANAGEMENT OF THE COMPANY ...................... 15 Section 8.1 Management Under Direction of the Board. ..............................................15 Section 8.2 Composition of the Board. .........................................................................18 Section 8.3 Matters Requiring the Unanimous Approval of the Board. .......................18 Section 8.4 Deadlock. ...................................................................................................19 Section 8.5 Meetings of the Board. ...............................................................................21 Section 8.6 Reimbursement of Expenses. .....................................................................22 Section 8.7 Reliance by Third Parties. ..........................................................................22 Section 8.8 Certain Duties and Obligations of the Members; Exculpation; Indemnity. ..................................................................................................22 Section 8.9 No Recourse Agreement. ...........................................................................24 ARTICLE IX COVENANTS ; REPRESENTATIONS AND WARRANTIES .................. 24 Section 9.1 Limitation of Liability. .............................................................................24 Section 9.2 Waiver Relating to Business Opportunities. ..............................................24 Section 9.3 Confidential Information. ..........................................................................25 Section 9.4 Representations and Warranties. ................................................................26 ARTICLE X ACCOUNTING; TAX MATTERS ................................................................... 26 Section 10.1 Financial Statements. .................................................................................26 Section 10.2 Inspection Rights. ......................................................................................27 Section 10.3 Partnership Audit Provisions ......................................................................27 Section 10.4 Tax Returns and Elections. ........................................................................28 Section 10.5 Member Cooperation. ................................................................................29 Section 10.6 Tax Withholding. .......................................................................................29 Section 10.7 Partnership Status.......................................................................................29 Section 10.8 Non-Foreign Status. ...................................................................................30 ARTICLE XI BOOKS, BUSINESS PLAN, YEARLY BUDGET ........................................ 30 Section 11.1 Maintenance of Books...............................................................................30 Section 11.2 Business Plan, Yearly Budget. ...................................................................30 ARTICLE XII DISSOLUTION, WINDING-UP AND TERMINATION ........................... 30 Section 12.1 Dissolution of the COMPANY. .................................................................30 iii 78378947;16 4139-5401-0203.3 Section 12.2 Effect of Retirement, Bankruptcy, Dissolution, etc., of a Member. ..........30 Section 12.3 Winding-up and Termination. ....................................................................31 Section 12.4 Deficit Capital Accounts. ...........................................................................32 Section 12.5 Termination. ...............................................................................................32 ARTICLE XIII GENERAL PROVISIONS ............................................................................ 32 Section 13.1 Offset..........................................................................................................32 Section 13.2 Notices. ......................................................................................................32 Section 13.3 Entire Agreement; Supersede. ...................................................................33 Section 13.4 Effect of Waiver or Consent. .....................................................................33 Section 13.5 Amendment or Restatement. ......................................................................33 Section 13.6 Binding Effect. ...........................................................................................34 Section 13.7 No Third-Party Beneficiaries. ....................................................................34 Section 13.8 Governing Law. .........................................................................................34 Section 13.9 Severability. ...............................................................................................34 Section 13.10 Remedies. ...................................................................................................34 Section 13.11 Further Assurances. ....................................................................................35 Section 13.12 Counterparts. ..............................................................................................35 Section 13.13 Construction. ..............................................................................................35 Section 13.14 Aggregation of Units. .................................................................................35 Section 13.15 Judicial Proceedings...................................................................................35 Section 13.16 Arbitration. .................................................................................................36 Section 13.17 Termination. ...............................................................................................36 Schedules Schedule A Register of Members ............................................................................................. I-1 Exhibits Exhibit A Definitions........................................................................................................... A-1 Exhibit B Form of Addendum Agreement ..........................................................................B-1 Exhibit C Business Plan .......................................................................................................C-1 Exhibit D Member Test Cell Pricing………………………………………………………D-1
78378947;16 4139-5401-0203.3 LIMITED LIABILITY COMPANY AGREEMENT OF WILLIS GLOBAL ENGINE TESTING LLC This LIMITED LIABILITY COMPANY AGREEMENT (as amended from time to time, this “Agreement”) of WILLIS GLOBAL ENGINE TESTING LLC, a Delaware limited liability company (the “COMPANY”), is entered into as of March 17, 2025 (the “Effective Date”) by and among WILLIS LEASE FINANCE CORPORATION (together with its successors and Permitted Transferees, “WILLIS”) and GLOBAL ENGINE MAINTENANCE, LLC (together with its successors and Permitted Transferees, “GEM”), as the members of t h e COMPANY. WHEREAS The Certificate of Formation of the COMPANY (the “Certificate”) was executed and filed with the Office of the Secretary of State of the State of Delaware on November 14, 2024, forming the COMPANY as a limited liability company under and pursuant to the Delaware Limited Liability Company Act (as amended from time to time, the “Act”); The Members intend that this Agreement shall constitute the “limited liability company agreement” (as that term is used in the Act) of the COMPANY; WILLIS and GEM are both in the business of, among other things, maintaining aircraft engines owned by them and third parties; WILLIS and GEM use engine test cell services provided by third parties when such services are needed to maintain engines properly; WILLIS and GEM wish to provide test cell services for engines maintained by them and by third parties and to build an engine test cell and to provide such services (the “Business”); and WILLIS and GEM wish to form the COMPANY in order to start and operate the Business as provided in this Agreement. NOW, THEREFORE, in consideration of the mutual promises and agreements made in this Agreement and intending to be legally bound hereby, the Members, acting pursuant to the Act, hereby agree as follows: ARTICLE I DEFINITIONS Section 1.1 Definitions. Capitalized terms used in this Agreement (including Exhibits and Schedules hereto) but not defined in the body hereof shall have the meanings ascribed to them in Exhibit A. 2 78378947;16 4139-5401-0203.3 ARTICLE II ORGANIZATION Section 2.1 Formation. The COMPANY has been formed by the filing of the Certificate and is being continued as a limited liability company under and pursuant to the provisions of the Act. The Members shall be deemed to have notice of, and be bound by, the terms and conditions set forth in this Agreement. To the extent that the rights or obligations of any Member are different by reason of any provision of this Agreement than they would be in the absence of such provision, this Agreement shall, to the extent permitted by the Act, control; provided, that, for the avoidance of doubt, except as provided herein (to the extent permitted by the Act), the rights and obligations of each of the Members and the administration and termination of the COMPANY shall be governed by the Act. Section 2.2 Name. The COMPANY shall conduct its activities under the name Willis Global Engine Testing LLC. The business of the COMPANY may be conducted upon compliance with all applicable Laws under any other name designated by the Board. Section 2.3 Term. The term of the COMPANY commenced on the date of filing of the Certificate in accordance with the Act and shall continue in perpetuity; provided, that the COMPANY may be dissolved, wound up and terminated in accordance with Article XII or as otherwise provided by Law. Section 2.4 Purpose; Powers. The purpose of the COMPANY shall be to, directly or indirectly, engage in the following: (a) Purchase the Property, purchase, develop and construct the Engine Test Cell, [***] and provide test cell services to WILLIS, GEM and third parties (the “Core Activity”) for CFM56-5B, CFM56-7B engines and any other narrow-body engines approved in writing by all of the Members (“Engines”); (b) Support and carry out the Core Activity by marketing and carrying out any other activities in support of the Core Activity; and (c) Any and all actions and engage in any and all activities necessary, appropriate, desirable, advisable, ancillary or incidental to accomplish the foregoing purposes. Section 2.5 Business Plan. In order to perform or pay for the Core Activity and related activities the COMPANY will incur capital and operating costs which will be included in the Business Plan. Section 2.6 Engines for Test Cell Services. (a) [***]. (b) [***]. (c) [***]. 3 78378947;16 4139-5401-0203.3 Section 2.7 COMPANY Principles. (a) The COMPANY shall be formed in such a manner as to comply with reasonable criteria of profitability and financial capacity, so as to ensure to the fullest extent possible that the Parties can get a fair return on investment in a reasonably timely manner, consistent with the Business Plan. (b) [***]. (c) [***]. (d) The Auditors of the COMPANY shall be appointed by the Board at a meeting no later than December 31, 2025. (e) The accounts of the COMPANY shall be maintained so as to ensure that all financial reports are timely filed and provided to each of WILLIS and GEM. (f) The COMPANY shall be managed in accordance with US GAAP (Generally Accepted Accounting Principles), including, without limitation, preparation of financials on a quarterly basis, standard accounting principles and coordination of financial reports and data with the cost, revenue and expenses of each Engine. Section 2.8 Non-Recourse Debt. The Members shall collaborate with the COMPANY to obtain non-recourse debt to satisfy capital and operational funding of the COMPANY to the extent available on terms acceptable to them. Section 2.9 Place of Business. The COMPANY’s place of business shall be located at such place or places within or outside the State of Delaware as the Board may from time to time designate. Section 2.10 Registered Agent and Office. The COMPANY’s registered agent and office in the State of Delaware shall be c/o The Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801, or such other registered agent and/or registered office as the Board may hereinafter determine, and such registered agent shall be directed to provide copies of all communications to each of the Members. Section 2.11 Foreign Qualification. Each officer of the COMPANY and any other Person designated by the Board as an authorized person within the meaning of Section 18-204(a) of the Act, shall have the power and authority to execute, file and publish any certificates, notices, statements or other documents (and any amendments and/or restatements thereof) necessary to permit the COMPANY to conduct business as a limited liability company in each jurisdiction where the COMPANY elects to do business. At the request of the Board, each Member shall execute, acknowledge, swear to and deliver all certificates and other instruments conforming with this Agreement that are necessary or appropriate to qualify, continue and/or terminate the COMPANY as a foreign entity in all such jurisdictions in which the COMPANY may conduct business; provided, that no Member shall be required to file any general consent to service of process or to qualify as a foreign corporation, limited liability company, partnership or other entity in any jurisdiction in which it is not already so qualified. 4 78378947;16 4139-5401-0203.3 Section 2.12 Title to Assets. Title to assets of the COMPANY shall be in the name of the COMPANY. The Members shall not have any interest in any specific assets of the COMPANY. The Membership Interest of each Member is personal property. Section 2.13 Fiscal Year. The fiscal year of the COMPANY shall end each December 31 (the “Fiscal Year”). The Board may change the Fiscal Year of the COMPANY from time to time, subject to Section 706 of the Code and otherwise in accordance with applicable Law. The COMPANY shall have the same Fiscal Year for U.S. federal income tax purposes and for accounting purposes. Section 2.14 No State Law Partnership. The Members intend that the COMPANY shall not be a partnership (including a limited partnership) or joint venture, and that no Member, Manager or officer shall be a partner or joint venturer of any other Member, Manager or officer, for any purposes other than federal and, if applicable, state or local income tax purposes, and this Agreement shall not be construed to the contrary. Section 2.15 Non Solicitation. [***]. Section 2.16 Non-Competition. [***]. Section 2.17 Member Ownership Disclosures. Within ten (10) days after any Manager's request from time to time, each Member shall provide to the Board such information concerning such Member and its direct and indirect beneficial owners as necessary for the Company to comply with (a) the Corporate Transparency Act (31 U.S.C. § 5336, et seq.) and the regulations promulgated thereunder and any substitute or similar legislative or statutory requirement whether state, federal or local, each as amended from time to time (collectively, the "CTA"), and (b) any lender required compliance or reporting requirements or other required compliance or reporting requirements under applicable law, rule or regulation (including, without limitation, the CTA). If any information provided pursuant to this Section changes or otherwise needs to be updated, each Member shall promptly provide such updated information to the Board no later than ten (10) days after such change occurs. The Company, each Member and the Board is entitled to rely on all such information and by providing such information, the Member is deemed to represent and warrant that such information is true and correct. Each Member acknowledges and agrees that any information provided pursuant to this Section may be reported and/or disclosed as required by the CTA, other applicable law, rule or regulation or the Company's obligations under its financing arrangements, notwithstanding any confidentiality provisions contained elsewhere in this Agreement. ARTICLE III MEMBERS; MEMBERSHIP INTERESTS Section 3.1 Members. The names and addresses of the Members, the number and type of Membership Units held by each Member and the Capital Contribution of each Member, are set forth on Schedule A hereto. The Board shall update Schedule A and ensure that it accurately reflects the information to be provided for therein. Any update to Schedule A made in accordance with this Section 3.1 shall not be deemed an amendment to this Agreement and shall not require
5 78378947;16 4139-5401-0203.3 Member approval. Any reference in this Agreement to Schedule A shall be deemed to be a reference to Schedule A as amended and in effect from time to time. Section 3.2 Membership Interests. The Membership Interests of the Members shall be represented by issued and outstanding Membership Units, which may be divided into one or more types, classes or series upon unanimous approval of the Board in accordance with Section 8.3 of this Agreement. To the extent permitted, each type, class or series of Membership Units shall have the privileges, preferences, duties, liabilities, obligations and rights, including voting rights (if any), set forth in this Agreement with respect to such type, class or series. (a) Common Units. The COMPANY is hereby authorized to issue a class of Membership Units designated as common units (the “Common Units”). As of the Effective Date, one hundred (100) Common Units are issued and outstanding in the amounts set forth on Schedule A opposite each Member’s name. (b) Additional Classes. In addition to the Common Units the COMPANY is authorized to create, authorize, issue or sell, subject to compliance with Section 8.3, additional classes of Securities as the Board shall determine, with such designations, preferences, rights, powers and duties as shall be fixed by the Board and which may include (but shall not be limited to), additional classes of Membership Units reflecting additional Capital Contributions made after the Effective Date, to which the assets and liabilities and income and expenditure attributable or allocated to such class shall be applied or charged, in connection with any such actions. Subject to compliance with Section 13.5, the Board shall be entitled to amend, restate or otherwise modify this Agreement to effectuate any such actions. Section 3.3 Future Securities. Subject to compliance with Section 8.3, each Member agrees that all Securities of the COMPANY now held (including any Securities issued upon the exercise, conversion or exchange of any warrants, options or other rights to acquire equity Securities of the COMPANY or Securities that are convertible into equity Securities of the COMPANY) or which may be issued or Transferred hereafter to a Member in consequence of any additional issuance, purchase, Transfer, exchange or reclassification of any of such Securities, corporate reorganization or any other form of recapitalization, consolidation, acquisition, Membership Interest split or Membership Interest dividend, or which are acquired by a Member in any other manner, in each case in accordance with the terms of this Agreement, shall be subject to the provisions of this Agreement. Subject to compliance with Section 8.3, if, and as often as, there are any changes in Membership Interests by way of a split or dividend, combination or reclassification, or through merger, consolidation, reorganization or recapitalization, or by any other means, appropriate adjustment shall be made in the provisions of this Agreement, as may be required, so that the rights, privileges, duties and obligations hereunder shall continue with respect to the Membership Interests as so changed. Section 3.4 Certificates. Membership Interests shall be uncertificated and recorded in the books and records of the COMPANY (including Schedule A). Section 3.5 Admission of Additional or Replacement Members. 6 78378947;16 4139-5401-0203.3 (a) After the Effective Date, a Person shall become a Member pursuant to the terms of this Agreement only if and when such person (1) acquires Membership Units from an existing Member pursuant to a valid Transfer in compliance with this Agreement or (2) acquires Membership Units from the COMPANY. In connection with any of the foregoing acquisition of Membership Units, such acquiring Person shall execute an Addendum Agreement in substantially the form of Exhibit B or as otherwise approved by the Board (an “Addendum Agreement”) and, to the extent necessary as to comply with the Act or other applicable Law, such other documents that the Board may reasonably request. (b) Upon admission of such Person as a Member, the Board and the Members shall amend or cause to be amended Schedule A to reflect such Person as a Member. Section 3.6 Cessation of Membership Interest. A Member shall automatically cease to be a Member upon the Transfer of all of such Member’s Membership Interest in accordance with this Agreement. Promptly upon any such Transfer, the Board and the Members shall cause such Member’s name to be removed from Schedule A. Section 3.7 Voting Rights of Members. (a) General. Only those actions that require the consent or approval of the Members under this Agreement, applicable Law, or that the Board otherwise determines in its sole discretion to submit to the Members shall be submitted to the Members for approval. Each Common Unit shall have one vote on all matters on which the holders of the Common Units are entitled to vote. Unless otherwise specified herein, the affirmative vote of Members representing at least a majority of the Common Units shall be sufficient to approve any matter on which the holders of the Common Units are entitled to vote on behalf of the holders of the Common Units. Section 3.8 Action by Written Consent of Members. (a) Any action required or permitted to be taken at any meeting of the Members may be taken without a meeting if the Members that would be necessary to approve the action pursuant to the terms of this Agreement consent thereto in writing; provided, that any proposed consent shall be delivered to all of the Members of the COMPANY prior to any proposed effective date of such consent. (b) Any copy, facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other reliable reproduction of a consent in writing may be substituted or used in lieu of the original writing for any and all purposes for which the original writing could be used, provided that such copy, facsimile, electronic mail or other reproduction shall be a complete reproduction of the entire original writing. Such writing or writings shall be filed with the minutes of the proceedings of the Members. In any instance where action is authorized by written consent, a meeting of the Members will not be required to be called or notice be required to be given. Written consent by the Members pursuant to this Section 3.8 shall have the same force and effect as a vote of such Members taken at a duly held meeting of the Members and may be stated as such in any document. 7 78378947;16 4139-5401-0203.3 ARTICLE IV TRANSFERABILITY OF INTERESTS; RIGHTS Section 4.1 General Restrictions on Transfer of Membership Units. (a) [***]. (b) [***]. (c) The holder of any Membership Units, by acceptance thereof, agrees that prior to any proposed Transfer of such Membership Units (other than a Transfer pursuant to Section 4.2, which shall instead be governed by the terms of such Section 4.2), it shall give written notice to the COMPANY of its intention to effect such proposed Transfer and to comply in all other respects with this Agreement. Each such notice shall describe the manner and circumstances of the proposed Transfer. If requested by the non-transferring Member as a condition to any proposed Transfer, the holder delivering such notice shall deliver a written opinion, addressed to the COMPANY by the counsel for the holder of such Membership Units, stating that in the opinion of such counsel (which opinion shall be reasonably satisfactory to the non-transferring Member) that such proposed Transfer (i) does not involve a transaction requiring registration or qualification of such Membership Units under the Securities Act, (ii) will not cause the COMPANY to cease to be classified as a partnership for U.S. federal or state income tax purposes, and (iii) will not cause the COMPANY to become a “publicly traded partnership,” as such term is defined in Section 469(k)(2) or 7704(b) of the Code. Except as otherwise provided herein, including compliance with the foregoing provisions of this Section 4.1, such holder of such Membership Units shall be entitled to Transfer such Membership Units only in accordance with the terms of this Agreement and following the delivery of such notice to the COMPANY. (d) For the avoidance of doubt, notwithstanding anything in this Agreement to the contrary, this Section 4.1 shall apply with respect to all Membership Units of the COMPANY held at any time by a Member (including all Securities of the COMPANY and all Membership Units that may be acquired upon the exercise of such Securities), regardless of the manner in which such Member initially acquired such Membership Units or Securities of the COMPANY. (e) If any Membership Units are Transferred in compliance with the provisions of this Article IV, each item thereof and all other items attributable to such interest for such COMPANY taxable year shall be divided and allocated between the transferor Member and the transferee Member using any method and/or convention permitted under Section 706 of the Code selected by the Board. All distributions with respect to which the record date is before the date of such Transfer shall be made to the transferor Member, and all distributions with respect to which the record date is after the date of such Transfer, in the case of a Transfer, shall be made to the transferee Member. Section 4.2 Right of First Refusal. [***]. (a) The Offering Member shall, within [***] of the written offer from the Third Party Purchaser, give written notice (the “Offering Member Notice”) to the COMPANY and the ROFR Rightholder stating that it has received a bona fide offer from a Third Party Purchaser and specifying: 8 78378947;16 4139-5401-0203.3 (i) the number of Offered Units to be Transferred by the Offering Member; (ii) the identity of the Third Party Purchaser; (iii) the per unit purchase price and the other material terms and conditions of the Transfer, which shall be for an all cash or cash equivalent consideration; and (iv) the proposed date, time, and location of the closing of the Transfer, which shall not be less than thirty (30) days after the expiration of the ROFR Notice Period. The Offering Member Notice shall constitute the Offering Member’s offer to Transfer the Offered Units to the ROFR Rightholder, which offer shall be irrevocable until the end of the ROFR Notice Period. (b) By delivering the Offering Member Notice, the Offering Member represents and warrants to the COMPANY and to the ROFR Rightholder that: (i) the Offering Member has full right, title, and interest in and to the Offered Units; (ii) the Offering Member has all the necessary power and authority and has taken all necessary action to Transfer such Offered Units as contemplated by this Section 4.2; and (iii) the Offered Units are free and clear of any and all Liens other than those arising as a result of or under the terms of this Agreement. (c) Upon receipt of the Offering Member Notice, each ROFR Rightholder shall have 90 days (the “ROFR Notice Period”) to elect to purchase all (and not less than all) of the Offered Units by delivering a written notice (a “ROFR Notice”) to the Offering Member and the COMPANY stating that it offers to purchase such Offered Units on the terms specified in the Offering Member Notice. Any ROFR Notice shall be binding upon delivery and irrevocable by the ROFR Rightholder. (d) If the ROFR Rightholder does not deliver a ROFR Notice during the ROFR Notice Period, it shall be deemed to have waived all of its rights to purchase the Offered Units under this Section 4.2. (e) If the ROFR Rightholder does not deliver a ROFR Notice in accordance with Section 4.2(c), the Offering Member may, during the sixty (60) day period immediately following the expiration of the ROFR Notice Period (the “Waived ROFR Transfer Period”) and subject to the provisions of Section 4.3, Transfer all of the Offered Units to the Third Party Purchaser on terms and conditions set forth in the Offering Member Notice. If the Offering Member does not Transfer the Offered Units within such period or, if such Transfer is not consummated within the Waived ROFR Transfer Period, the Offering Member’s obligations under this Section 4.2 shall be revived and the Offered Units shall not be Transferred to the Third Party Purchaser unless the Offering Member sends a new Offering Member Notice in accordance with, and otherwise complies with, this Section 4.2. (f) Each Member shall take all actions as may be reasonably necessary to consummate the Transfer contemplated by this Section 4.2, including entering into agreements and
9 78378947;16 4139-5401-0203.3 delivering certificates and instruments and consents as may be deemed necessary or appropriate, including but not limited to the admission of such purchaser as a Member of the COMPANY. (g) At the closing of any Transfer pursuant to this Section 4.2, Schedule A shall be updated to reflect each Member’s holding of Membership Units after such Transfer, and all necessary transfer taxes paid and stamps affixed, if necessary, against receipt of the purchase price therefor from such purchasing Member(s) by certified or official bank check or by wire transfer of immediately available funds. Section 4.3 Change of Control. (a) [***]. (b) [***]. (c) [***]. (d) [***]. (e) [***]. (f) [***]. (g) [***], ARTICLE V CAPITAL CONTRIBUTIONS Section 5.1 Initial Capital Contributions; Issuance of Membership Units. [***]. Section 5.2 Additional Capital Contributions; Purchases. (a) Each Member shall make additional cash contributions (“Additional Capital Contributions”) to the Company in accordance with its Membership Units and the provisions of Section 5.2, as may be called by any Member as follows: (i) for any Necessary Expenditures; (ii) to conduct the Company’s business in accordance with and to the extent any such Additional Capital Contribution is expressly set forth in the Business Plan; or (iii) as approved by the Board pursuant to Section 8.3. (b) In the event of a call for any Additional Capital Contributions in accordance with this Section 5.2, the Board or any Member shall issue to the Members a written notice of such call, which shall specify the following: (i) the amount of such Additional Capital Contributions, (ii) each Member’s pro rata share thereof, and (iii) the due date of the required payment of the Additional Capital Contributions, which shall not be less than ten (10) Business Days after the written notice. (c) If a Member (a “Non-Funding Member”) does not timely and fully contribute its respective share of any Additional Capital Contribution in accordance with this 10 78378947;16 4139-5401-0203.3 Section 5.2 above (the unfunded amount of any such Additional Capital Contribution is defined herein as an “Unfunded Capital Amount”), then each of the other Members which has contributed its portion of such Additional Capital Contribution (a “Funding Member”) shall have the right (but not the obligation) to fund all or a portion of its share of the Unfunded Capital Amount to the Company as an Additional Capital Contribution to the Company (any such contribution by a Funding Member, a “Substituted Additional Capital Contribution”). In the event such a Substituted Additional Capital Contribution is made, then: (i) the Percentage Interest (and Membership Units) of the Non-Funding Member shall be decreased by subtracting therefrom an amount equal to a fraction (expressed as a percentage), (y) the numerator of which shall equal such Substituted Additional Capital Contribution, and (z) the denominator of which shall equal the aggregate Capital Contributions made by all Members (including all Additional Capital Contributions and all Substituted Additional Capital Contributions); and (ii) the Percentage Interest (and Membership Units) of a Funding Member shall be increased by the amount of the reduction in the Non-Funding Member’s Interest corresponding to the Substituted Additional Capital Contribution made by such Funding Member. The amount of any Percentage Interest and Membership Units adjusted pursuant to this Section 5.2(c) will immediately be deemed to have transferred, effective as of the date such Funding Member actually funds a Substituted Additional Capital Contribution to the Company, from the Non-Funding Member to the Funding Member Section 5.3 Capital Account. The COMPANY shall establish on its books and records a separate capital account (a “Capital Account”) for each Member, which Capital Account shall be maintained for each Member as follows: (a) To each Member’s Capital Account there shall be credited (i) such Member’s Capital Contributions, if any, made with respect to the Membership Units of such Member, when and as received by the COMPANY, (ii) the Profits (or items of income and gain) allocated to such Member pursuant to Section 7.1 and any items in the nature of income or gain that are specially allocated to such Member pursuant to Section 7.2 and (iii) the amount of any of the COMPANY liabilities assumed by such Member as provided in Treasury Regulations Section 1.704- 1(b)(2)(iv)(c)(1). (b) To each Member’s Capital Account there shall be debited (i) the aggregate amount of cash distributed by the COMPANY to such Member in respect of such Member’s Membership Interest, (ii) the Losses (or items of loss and deduction) allocated to such Member pursuant to Section 7.1 and any items in the nature of loss or deduction that are specially allocated to such Member pursuant to Section 7.2, (iii) the Book Value of any asset of the COMPANY distributed by the COMPANY to such Member in respect of such Member’s Membership Interests (net of any liabilities that are secured by such asset that such Member is considered to assume or take subject to under Section 752 of the Code) and (iv) the amount of any liabilities of such Member assumed by the COMPANY as provided in Treasury Regulations Section 1.704- 1(b)(2)(iv)(c)(2). (c) The foregoing provisions and other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Treasury Regulations Section 1.704-1(b)(2)(iv) and shall be interpreted and applied in a manner consistent with such Treasury Regulation. Any references in any section of this Agreement to the Capital Account of a Member shall be deemed to refer to such Capital Account as the same may be credited or debited from time 11 78378947;16 4139-5401-0203.3 to time as set forth above. In the event of any Transfer of any Membership Interest (or portion thereof) in the COMPANY in accordance with the terms of this Agreement, the transferee shall succeed to the Capital Account of the transferor to the extent such Capital Account is attributable to the Transferred Membership Interest (or portion thereof). Section 5.4 No Interest. No interest shall be paid on Capital Contributions or on the balance in each Member’s Capital Account. ARTICLE VI DISTRIBUTIONS Section 6.1 Distributions. Subject in each case to restrictions imposed by Law, any agreement of the Company, Section 5.1 and Section 6.2, annually or at such other time as determined by the Board from time to time the Board may make distributions of dividends in cash following payment of expenses and yearly capital requirements as required by the Business Plan. Subject to Section 6.2, all distributions made under this Section 6.1 shall be made to the Members of record on Schedule A as of the date of the distribution. Subject to Section 6.2, the Board shall have sole discretion to determine the timing of distributions and the aggregate amount available for distribution. Any distributions to the Members pursuant to this Section 6.1 shall be made to the Members, pro rata in accordance with their respective Percentage Interests. Section 6.2 Tax Distributions. The Board shall cause the COMPANY to distribute to each Member, with respect to each quarterly estimated tax period, an amount of cash equal to the excess of (i) the product of (A) the estimated net taxable income of the COMPANY allocated to such Member for all taxable periods prior to and including such tax period (taking into account any allocations required pursuant to Section 704(c) of the Code and any adjustments pursuant to Section 743 of the Code), as reasonably determined by the Board, and (B) the Tax Rate over (ii) the aggregate of all distributions previously made to such Member under this Section 6.2 (any such distribution, a “Tax Distribution”). Any distributions pursuant to this Section 6.2 shall reduce on a dollar-for-dollar basis any future distributions to which a Member is otherwise entitled pursuant to Sections 6.1 and 12.3(c), and shall, for the purpose of Section 6.1 and 12.3(c), be treated as having been distributed under Section 6.1 or 12.3(c). Tax Distributions shall be made no later than five Business Days before the corporate estimated Tax payment dates for U.S. Federal income tax purposes or earlier if determined by the Board to be necessary provided, that, notwithstanding anything to the contrary contained herein, failure to timely make the distributions required under this Section 6.2 shall not be deemed a breach by the COMPANY of its obligations under this Section 6.2 so long as such failure to make such distributions is caused by insufficient available cash (as reasonably determined by the Board). Rights to distributions under Section 6.2 shall rank senior to any rights to distributions under Section 6.1. For the avoidance of doubt, rights to distributions under Section 6.2 shall apply to all Members and with respect to all Membership Units. ARTICLE VII ALLOCATIONS Section 7.1 Allocations of Profits. 12 78378947;16 4139-5401-0203.3 (a) After giving effect to the special allocations set forth in Section 7.2 and subject to Sections 7.3 and 7.4, Profits and Losses of the COMPANY for any Fiscal Year (or other applicable taxable period) shall be allocated to the Members in such a manner as shall cause the Capital Accounts of the Members (as adjusted through the end of such Fiscal Year (or other applicable taxable period) to equal (a) the amount such Members would receive if all assets of the COMPANY on hand at the end of such Fiscal Year (or other applicable taxable period) were sold for cash equal to their Book Values, all liabilities of the COMPANY were satisfied in cash in accordance with their terms (limited in the case of non-recourse liabilities to the Book Value of the property securing such liabilities), and all remaining or resulting cash was distributed to the Members under Section 6.1, minus (b) such Member’s share of Company Minimum Gain and Member Minimum Gain, computed immediately prior to the hypothetical sale of assets. (b) Notwithstanding Section 7.1(a), but subject to Section 7.2, to the extent necessary, individual items of income, gain, loss or deduction of the COMPANY arising in the year in which an actual liquidation occurs or arising from the sale of all or substantially all of the COMPANY’s assets will be allocated such that, to the extent possible, the balance in each Member’s Capital Account following all of the allocations pursuant to Sections 7.1 and 7.2 is equal to the amount that each such Member is entitled to receive under Section 6.1. Section 7.2 Special Allocations. Notwithstanding any other provision in this Article VII, the following special allocations, if applicable, shall be made in the following order: (a) Company Minimum Gain Chargeback. Except as otherwise provided in Treasury Regulations Section 1.704-2(f), notwithstanding any other provision of this Agreement, if there is a net decrease in Company Minimum Gain during any Fiscal Year, each Member shall be specially allocated items of the COMPANY income and gain for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to such Member’s share of such net decrease in Company Minimum Gain during such Fiscal Year, determined in accordance with Treasury Regulations Section 1.704-2(g). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with Treasury Regulations Sections 1.704-2(f)(6) and 1.704-2(j)(2). This Section 7.2(a) is intended to comply with the minimum gain chargeback requirements in Treasury Regulations Section 1.704-2(f) and shall be interpreted consistently therewith. (b) Member Minimum Gain Chargeback. Except as otherwise provided in Treasury Regulations Section 1.704-2(i)(4), notwithstanding any other provision of this Agreement, if there is a net decrease in Member Minimum Gain attributable to a Member Nonrecourse Debt during any Fiscal Year, each Member who has a share of the Member Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with the principles of Treasury Regulations Section 1.704-2(i)(5), shall be specially allocated items of the COMPANY income and gain for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to such Member’s share of such net decrease in Member Minimum Gain attributable to such Member Nonrecourse Debt during such Fiscal Year, determined in accordance with Treasury Regulations Section 1.704-2(i)(4). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with Treasury
13 78378947;16 4139-5401-0203.3 Regulations Sections 1.704-2(i)(4) and 1.704-2(j)(2). This Section 7.2(b) is intended to comply with the minimum gain chargeback requirements in Treasury Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (c) Qualified Income Offset. In the event any Member unexpectedly receives any adjustments, allocations, or distributions described in Treasury Regulations Section 1.704- 1(b)(2)(ii)(d)(4), (5) or (6), items of the COMPANY income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations, such Member’s Adjusted Capital Account Deficit as quickly as possible; provided, that an allocation pursuant to this Section 7.2(c) shall be made only if and to the extent that the Member would have an Adjusted Capital Account Deficit after all other allocations provided for in this Article VII have been tentatively made as if this Section 7.2(c) were not in the Agreement. This Section 7.2(c) is intended to comply with the “qualified income offset” requirement set forth in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(3) and shall be interpreted consistently therewith. (d) Gross Income Allocation. In the event any Member has a deficit Capital Account at the end of any Fiscal Year that is in excess of the sum of (i) the amount such Member is obligated to restore, if any, pursuant to any provision of this Agreement, and (ii) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentences of Treasury Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5), each such Member shall be specially allocated items of the COMPANY income and gain in the amount of such excess as quickly as possible; provided, that an allocation pursuant to this Section 7.2(d) shall be made only if and to the extent that a Member would have a deficit Capital Account in excess of such sum after all other allocations provided for in this Article VII have been tentatively made as if Section 7.2(c) and this Section 7.2(d) were not in this Agreement. (e) Nonrecourse Deductions. Nonrecourse Deductions for any Fiscal Year or other taxable period shall be specially allocated to the Members pro rata in accordance with their respective Percentage Interests. (f) Member Nonrecourse Deductions. Member Nonrecourse Deductions for any Fiscal Year or other taxable period shall be specially allocated to the Member who bears the economic risk of loss with respect to the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable in accordance with Treasury Regulations Section 1.704- 2(i)(1). Section 7.3 Adjustments. To the extent an adjustment to the adjusted basis for U.S. federal income tax purposes of any the COMPANY asset pursuant to Section 734(b) or Section 743(b) of the Code is required, pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(2) or 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts as the result of a distribution to a Member in complete liquidation of such Member’s Membership Interest, the amount of such adjustment to Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis), and such gain or loss shall be specially allocated to the Members pro rata in accordance with their respective Percentage Interests in the event Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(2) applies, or 14 78378947;16 4139-5401-0203.3 to the Member to whom such distribution was made in the event Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies. Section 7.4 Ameliorative Allocations. The allocations set forth in Section 7.1 and Section 7.2 (the “Regulatory Allocations”) are intended to comply with certain requirements of the Treasury Regulations. It is the intent of the Members that, to the extent possible, all Regulatory Allocations shall be offset either with other Regulatory Allocations or with special allocations of other items of the COMPANY income, gain, loss or deduction pursuant to this Section 7.4. Therefore, notwithstanding any other provision of this Article VII (other than the Regulatory Allocations), the COMPANY shall make such offsetting special allocations of the COMPANY income, gain, loss or deduction in whatever manner it determines appropriate so that, after such offsetting special allocations are made, each Member’s Capital Account balance is, to the extent possible, equal to the Capital Account balance such Member would have had if the Regulatory Allocations were not part of the Agreement and all the COMPANY items were allocated pursuant to Section 7.1. For the avoidance of doubt, in making allocations pursuant to this Section 7.4, the COMPANY shall take into account future Regulatory Allocations under Sections 7.2(a) and 7.2(b) that, although not yet made, are likely to offset other Regulatory Allocations previously made under Section 7.2(e) and Section 7.2(f). Section 7.5 Loss Limitation. Losses allocated pursuant to Section 7.1 shall not exceed the maximum amount of Losses that can be allocated without causing any Member to have an Adjusted Capital Account Deficit at the end of any Fiscal Year (or increase any existing Adjusted Capital Account Deficit). In the event some but not all of the Members would have Adjusted Capital Account Deficits (or an increase in any existing Adjusted Capital Account Deficit) as a consequence of an allocation of Losses pursuant to Section 7.1, the limitation set forth in this Section 7.5 shall be applied on a Member-by-Member basis and Losses not allocable to any Member as a result of such limitation shall be allocated to the other Members in accordance with the positive balances in such other Members’ respective Capital Accounts so as to allocate the maximum permissible Losses to each Member under Treasury Regulations Section 1.704- 1(b)(2)(ii)(d). Section 7.6 Other Allocation Rules. (a) The allocation provisions set forth in this Article VII and the other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Treasury Regulations Section 1.704-1(b) and will be interpreted and applied in a manner consistent with such Treasury Regulations. (b) For purposes of determining the Profits, Losses, or any other items allocable to any period, Profits, Losses, and any such other items shall be determined on a daily, monthly, or other basis, as determined by the Board using any permissible method under Section 706 of the Code and the Treasury Regulations promulgated thereunder. (c) If the Membership Interest of any one or more Members changes during the Fiscal Year, all the COMPANY items of income, gain, loss, deduction and credit shall be allocated among the Members for such Fiscal Year in a reasonable manner, as determined by the Board, that 15 78378947;16 4139-5401-0203.3 takes into account the varying Membership Interests of the Members in the COMPANY during such Fiscal Year in accordance with Section 706 of the Code. (d) The Members are aware of the income tax consequences of the allocations made by this Agreement and hereby agree to be bound by the provisions of this Agreement in reporting their shares of the COMPANY income and loss for income tax purposes. (e) Solely for purposes of determining a Member’s proportionate share of the “excess nonrecourse liabilities” of the COMPANY (within the meaning of Treasury Regulations Section 1.752-3(a)(3)), the Members’ interests in the COMPANY profits shall be deemed to be in proportion to their Percentage Interests. Section 7.7 Income Tax Allocations. (a) In accordance with Section 704(c) of the Code and the Treasury Regulations promulgated thereunder, each item of income, gain, loss, and deduction with respect to any property contributed to the capital of the COMPANY shall, solely for tax purposes, be allocated among the Members so as to take account of any variation between the adjusted basis of such property for U.S. federal income tax purposes and its initial Book Value using any method permitted under Treasury Regulations Section 1.704-3, as determined by the Board in its sole discretion. (b) In the event the Book Value of any the COMPANY asset is adjusted pursuant to clause (a) of the definition of “Book Value,” subsequent allocations of income, gain, loss, and deduction with respect to such asset shall take account of any variation between the adjusted basis of such asset for U.S. federal income tax purposes and its Book Value in the same manner as under Section 704(c) of the Code and the Treasury Regulations thereunder and Section 7.6(a). (c) Subject to the provisions of Sections 7.7(a) and 7.7(b), items of income, gain, loss, deduction and credit to be allocated for income tax purposes shall, for each taxable period, be allocated among the Members in the same manner and in the same proportion as such items are allocated among the Members’ respective Capital Accounts. (d) Allocations pursuant to this Section 7.7 are solely for income tax purposes, and shall not affect, or in any way be taken into account in computing, any Member’s Capital Account or share of Profits, Losses, other items, or distributions pursuant to any provision of this Agreement. ARTICLE VIII GOVERNANCE; MANAGEMENT OF THE COMPANY Section 8.1 Management Under Direction of the Board. (a) Except as otherwise expressly provided for herein, the business and affairs of the COMPANY shall be governed by a board of managers (the “Board,” and each member of the Board, a “Manager”), and the Board shall possess all rights and powers as provided in this Agreement, the Act and otherwise by Law. Except as otherwise expressly provided for herein, the 16 78378947;16 4139-5401-0203.3 Members hereby consent to the exercise by the Board of all such powers and rights conferred on them by this Agreement and the Act with respect to the management and control of the COMPANY. No Member, in such capacity as a Member, shall have any power to act for, sign for or do any act that would bind the COMPANY, unless otherwise authorized by the Board. No individual Manager, in such capacity as a Manager, shall have any power to act for, sign for or do any act that would bind the COMPANY, unless otherwise authorized by the Board. Except as otherwise expressly provided in this Agreement or required by applicable Law, the Members shall have no voting rights or rights of approval, veto or consent or similar rights over any actions of the COMPANY or the Board. (b) Except as otherwise expressly provided for herein, decisions of the Board shall require the approval of a majority of the votes cast by Managers present at a meeting of the Board at which a quorum is present. Each Manager shall be entitled to cast one (1) vote for each Common Unit held by the respective Member who designated such Manager. (c) The Board shall be the “manager” within the meaning of the Act. Except as otherwise expressly provided for herein, the Board shall have full and complete discretion to manage and control the business and affairs of the COMPANY, to make all decisions affecting the business and affairs of the COMPANY and to take all such actions as it deems necessary or appropriate to accomplish the purposes of the COMPANY as set forth herein. (d) [***]. (e) Subject to the direction of the Operating Member, and unless and until the Operating Member or the Board unanimously determines otherwise, the day-to-day administration of the business of the COMPANY shall be carried out by the Company General Manager, whose responsibilities shall include: (i) [***] (ii) [***] (iii) [***] (iv) [***] (v) [***] (vi) [***] (vii) [***] (viii) [***] (ix) [***] (x) [***]
17 78378947;16 4139-5401-0203.3 (xi) [***] (xii) [***] (xiii) [***] (xiv) [***] (xv) [***] (xvi) [***] (xvii) [***] (xviii) [***] (xix) [***] (xx) [***] (f) The Board, in consultation with the Operating Member and the Company General Manager, shall from time to time designate employees, secondees or agents of the COMPANY and its Subsidiaries as officers in order to assist with the day-to-day administration of the business, with titles including “chairman,” “vice chairman,” “managing director,” “principal,” “president,” “vice president,” “treasurer,” “assistant treasurer,” “secretary,” “assistant secretary,” “general manager,” “director,” “chief executive officer,” “chief financial officer,” “chief investment officer” and “chief compliance officer,” as and to the extent authorized by the Board. The officers of the COMPANY shall have such titles and powers and perform such duties as shall be determined from time to time by the Board. Any number of offices may be held by the same Person. (g) Except as otherwise expressly provided for herein, no Member, in its capacity as such, shall participate in the management of the COMPANY or have any control over the business of the COMPANY. Notwithstanding any other provision in this Agreement, (i) in no event shall a Member be considered a managing member of the COMPANY by agreement (other than this Agreement), estoppel, as a result of the performance of its duties or otherwise, and (ii) except as otherwise expressly provided for herein, the Members shall not be deemed to be participating in the control of the business of the COMPANY within the meaning of the Act as a result of any actions taken by a Member hereunder. (h) Each Member agrees that, except as otherwise expressly provided herein and to the fullest extent permitted by applicable Law, any action of or relating to the COMPANY by the Operating Member, the Company General Manager or the Board as provided herein shall bind each Member in its capacity as a Member. (i) The Company may carry out any or all of the Business through Subsidiaries. Thus, wherever this Agreement refers to the Company, such reference will be deemed to include any such Subsidiaries, as the context may require. The Members acknowledge and agree that, 18 78378947;16 4139-5401-0203.3 notwithstanding anything to the contrary contained herein: (a) each Subsidiary shall be operated in the same manner, and subject to the same restrictions and requirements, as the Company is to be operated under pursuant to this Agreement; (b) in no event may any act be taken or omission be made by any Subsidiary if the Company would not have been permitted hereunder to take such act or make such omission; and (c) to the extent that any matter or act would require the consent or approval of the Board or the Members if such matter or act pertained to the Company, such matter or act shall also require, the consent or approval of the Board or the Members (as applicable) if it pertains to any Subsidiary. Each Manager shall perform, with no additional compensation, the same or substantially identical services for each such Subsidiary as the Manager performs for the Company, subject to the terms, conditions, limitations and restrictions set forth in this Agreement. Each Manager agrees to perform such duties, and in such circumstances and with regard to such duties, the Manager shall be subject to the same standards of conduct and shall have the same duties and obligations in performing such services on behalf of each such Subsidiary as are set forth in this Agreement. Section 8.2 Composition of the Board. (a) [***] (i) [***]; and (ii) [***]. (b) Each Manager shall hold office until such Manager’s successor is elected and qualified, or until such Manager’s earlier death, resignation or removal. Any Manager may resign at any time upon written notice to the COMPANY. Any Manager may be removed, with or without cause, by the Member entitled to designate such Manager pursuant to Section 8.2(a). Section 8.3 Matters Requiring the Unanimous Approval of the Board. [***]. (a) [***]. (b) [***]. (c) [***]. (d) [***]. (e) [***]. (f) [***]. (g) [***]. (h) [***]. (i) [***]. (j) [***]. 19 78378947;16 4139-5401-0203.3 (k) [***]. (l) [***]. (m) [***]. (n) [***]. (o) [***]. (p) [***]. (q) [***]. (r) [***]. (s) [***]. (t) [***]. (u) [***]. (v) [***]. (w) [***]. Section 8.4 Deadlock. (a) If at two (2) successive meetings of the Board, the Board is unable to reach a decision by the required vote regarding any of the matters requiring unanimous approval of the Board submitted as a bona fide matter for consideration by the Board at such meetings (a "Deadlock"), the Board shall refer the matter subject to the Deadlock to WILLIS and GEM, who shall attempt to resolve such matter within ten (10) days after referral to them of the issue subject to a Deadlock (or, if mutually agreed by the Members, a longer period of time). Any resolution agreed to by WILLIS and GEM shall be final and binding on the COMPANY and the Members. (b) If the Members are unable to resolve the Deadlock within the time period set forth in Section 8.4(a) (including any agreed extensions), the Deadlock shall initially be mediated (the "Mediation") within 10 days from the date a written request for mediation is made by any Member. The Mediation shall take place in New York, New York and shall be in English. The Mediation shall be conducted before a single mediator to be agreed upon by the Members. If the Members cannot agree on the mediator, each Member shall select a mediator and such mediators shall together unanimously select a neutral mediator who will conduct the mediation. Each Member shall bear the fees and expenses of its mediator and all the Company shall bear the fees and expenses of the final mediator; provided, that any Member may elect to pay the mediator fees and expenses of the Company in the event that the Company does not have available funds to pay such fees and expenses, and the Company shall reimburse promptly reimburse such fees and expenses and shall reimburse such fees and expenses prior to making any distributions to the 20 78378947;16 4139-5401-0203.3 Members. The outcome of the Mediation shall be subject to agreement of both GEM and WILLIS, and shall not take longer than 60 days from the date the Board informs GEM and WILLIS of a Deadlock. The Board, the Operating Member and the Company General Manager shall operate the Company in the ordinary course of business consistent with past practice until any such Deadlock is resolved, and no action may be taken by the Board, the Operating Member or the Company General Manager with respect to any such Deadlock until such Deadlock is resolved. (c) If the issue subject to the Deadlock has not been resolved in accordance with Section 8.4(a) or (b), then, other than during any Lock-up Period, any Member (together with its Affiliates, the “Offering Member”) shall have the right to serve a notice (a “Buy-Out Notice”) on the other Members (the “Offeree Member”) setting forth the Offering Member's desire to purchase all of the Membership Interest of the Offeree Member (and its Affiliates). The Buy-Out Notice shall contain (I) a stated amount (the “Buy-Sell Price") at which the Offering Member would purchase all of the assets of the Company as if such assets were free and clear of all liens, claims and encumbrances; (II) a statement of the other terms and conditions, including representations and warranties, upon which the Offering Member would be willing to purchase from the Offeree Member and its Affiliates their Membership Interests (collectively, the “Terms”); and (III) a closing date, which shall be thirty (30) days after the expiration of the Election Period (as hereinafter defined). A copy of the Buy-Out Notice shall be delivered to the Company accountants who shall, within fifteen (15) calendar days, determine and notify the Members in writing (the “Accountant's Notice”) as to the amount each Member comprising the Offeree Member would receive (the “Offeree Value”) and the amount each Member comprising the Offering Member (and its Affiliates) would receive (the “Offeror Value”) on account of its Membership Interest and any loans made by such Member (or its Affiliates) to the Company if all Company assets were sold for the Buy-Sell Price, all liabilities of the Company (including any loans by any such Member or any of its Affiliates to the Company) were paid in full, and the remaining proceeds distributed to the Members in accordance with Section 6.1. The Offeree Member shall, within one-hundred twenty (120) days after the date of the Accountant's Notice (the "Election Period"), give written notice (“Election Notice”) to the Offering Member electing either (A) to sell to the Offering Member all of the Offeree Member's (and its Affiliates') right, title and interest in and to their Membership Interests and in any loans to the Company for a cash purchase price equal to the Offeree Value and subject to the Terms or (B) to purchase all of the Offering Member's (and its Affiliates') right, title and interest in and to their Membership Interest and in any loans to the Company for a cash purchase price equal to the Offeror Value and subject to all Terms. The Election Notice may not contain any conditions or qualifications to such election and must contain one of the following statements: (1) In response to the Buy-Out Notice, [Insert name of Offeree Member] hereby irrevocably elects to sell its (and any Affiliate's) entire Membership Interest to [Insert name of Offering Member] subject to the Terms and the terms of the Limited Liability Company Agreement of Willis Global Engine Testing LLC; or (2) In response to the Buy-Out Notice, [Insert name of Offeree Member] hereby irrevocably elects to purchase the entire Membership Interest of [Insert name of Offering Member and any Affiliate] subject to the Terms and the terms of the Limited Liability Company Agreement of Willis Global Engine Testing LLC. In the case where the Offeree Member elects to purchase the Membership Interest of the Offering Member, the Election Notice shall set a date no later than thirty (30) days after the expiration of the Election Period, on which the closing of such purchase and sale shall be held at the principal offices of the Company. Failure to give the Election Notice within one hundred twenty (120) days following the determination and notification of the Offeree Value shall be deemed an acceptance by the Offeree Member of the
21 78378947;16 4139-5401-0203.3 Offering Member's offer to purchase the Offeree Member's (and its Affiliates') Membership Interests for the Offeree Value and the Offeree Member's agreement that the closing of such purchase and sale shall take place at the principal offices of the Company on the closing date provided in the Buy-Out Notice or at such other place and/or date agreed upon by the parties. The purchasing Member shall be entitled to enforce its rights under this Section 8.4 by specific performance. The terms and provisions of this Section 8.4 shall be self-operative without the need to enter into any further agreements with respect to the matters set forth herein, except for such documents as may be reasonably required to document the Transfer of any Membership Interest pursuant to the terms hereof; provided, however, in all events the Membership Interest shall be sold free and clear of all liens, claims, charges and encumbrances of any nature whatsoever. (d) In connection with any sale pursuant to Section 8.4, (1) the selling Member and or its principals or Affiliates, as appropriate, shall receive a full and unconditional release from all Loan Guarantees given by the selling Member or any of its principals or Affiliates in connection with third party indebtedness (other than with respect to liabilities thereunder which are (i) attributable to so called "bad boy acts" of the selling Member, its principals or Affiliates under said Loan Guarantees or (ii) for acts, events or circumstances arising on or prior to or existing as of the closing date of such sale) or, in the alternative, (2) a creditworthy Affiliate of the non-selling Member acceptable to the selling Member in its sole but reasonable discretion shall indemnify, protect, defend and hold harmless the selling Member, its Affiliates and/or principals from all Loan Guarantees given by the selling Member or any of its principals or Affiliates in connection with third party indebtedness (other than with respect to liabilities thereunder which are (i) attributable to so called "bad boy acts" of the selling Member, its principals or Affiliates under said Loan Guarantees or (ii) for acts, events or circumstances arising on or prior to or existing as of the closing date of such sale), including advancing expenses so that the indemnified parties do not have to come out of pocket with respect to any such Loan Guarantees or any expenses incurred in defending any actions or claims initiated with respect to said Loan Guarantees. Section 8.5 Meetings of the Board. (a) Quorum. The presence of one WILLIS Manager and one GEM Manager shall constitute a quorum for the transaction of business of the Board. A Manager who is present at a meeting of the Board at which an action on any matter is taken shall be presumed to have assented to the action unless such Manager’s dissent shall be entered in the minutes of the meeting or unless such Manager shall file a written dissent to such action with the Person acting as secretary of the meeting before the adjournment thereof or shall deliver such dissent to the COMPANY immediately after the adjournment of the meeting. Such right to dissent shall not apply to a Manager who voted in favor of such action. (b) Meetings Notice. Meetings of the Board may be held at such place or places as shall be determined from time to time by the Board. At all meetings of the Board, business shall be transacted in such order as shall from time to time be determined by the Board or set forth in the notice of meeting. Meetings of the Board may be called on twenty-four (24) hours’ notice of such meeting to all Managers. Attendance by a Manager at a meeting shall constitute a waiver of notice of such meeting, except where a Manager attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened. Notice of any meeting of the Board or other committee may be given personally, by mail, facsimile, 22 78378947;16 4139-5401-0203.3 email, courier or other means and, if other than personally, shall be deemed given when written notice is delivered to the office of the Manager at the address of the Manager (including email address) in the books and records of the COMPANY. For the avoidance of doubt, actions may also be taken in the manner and to the extent expressly provided in the Act. Section 8.6 Reimbursement of Expenses. All Managers shall be reimbursed by the COMPANY and its Subsidiaries for all documented, reasonable, out-of-pocket expenses incurred in attending meetings of the Board and as necessary to conduct the COMPANY’s business. Section 8.7 Reliance by Third Parties. Notwithstanding any other provision of this Agreement to the contrary, any Person dealing with the COMPANY shall be entitled to rely exclusively on the representations of the Board as to its power and authority to enter into arrangements and shall be entitled to deal with the Board as if it were the sole party in interest therein, both legally and beneficially. In no event shall any Person dealing with the Board or the Board’s representative with respect to any business or property of the COMPANY be obligated to ascertain that the terms of this Agreement have been complied with, or be obligated to inquire into the necessity or expedience of any act or action of the Board or the Board’s representative; and every contract or other document executed by the Board or the Board’s representative with respect to any business or property of the COMPANY shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (a) at the time of the execution and/or delivery thereof this Agreement was in full force and effect; (b) such instrument or document was duly executed in accordance with the terms and provisions of this Agreement and is binding upon the COMPANY; and (c) the Board or the Board’s representative was duly authorized and empowered to execute and deliver any and every such instrument or document for and on behalf of the COMPANY. Section 8.8 Certain Duties and Obligations of the Members; Exculpation; Indemnity. (a) No Member shall take, or cause to be taken, any action that would result in any other Member having any personal liability for the obligations of the COMPANY. (b) To the fullest extent permitted by applicable Law, no current or former Member or any current or former Affiliate of any Member or their respective current or former members, managers, officers, directors, employees, agents, direct or indirect securityholders or partners nor any current or former Manager or Person who serves or has served at the specific request of the Board on behalf of the COMPANY as a manager, officer, director, employee or agent of any other entity (each, an “Indemnitee”) shall be liable to the COMPANY or to any Member for any act performed or omission made by such Person in connection with this Agreement or the matters contemplated herein or with respect to the business of the COMPANY, unless such act or omission constitutes fraud, a material breach of this Agreement, gross negligence, willful misconduct or a willful illegal act. (c) The COMPANY shall, to the fullest extent permitted by Law, indemnify and hold harmless any Indemnitee (and its respective heirs and legal and personal representatives) who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (including any action by or in the right of the COMPANY), by reason of any acts or omissions or alleged acts or 23 78378947;16 4139-5401-0203.3 omissions arising out of such Person’s activities either on behalf of the COMPANY or in furtherance of the interests of the COMPANY or arising out of or in connection with the COMPANY, against all claims, liabilities, damages, losses, costs and expenses (including amounts paid in satisfaction of judgments, in compromises and settlements, as fines and penalties and legal or other costs and reasonable expenses of investigating or defending against any claim or alleged claim) of any nature whatsoever, known or unknown, liquidated or unliquidated, that are incurred by any Indemnitee and arise out of or in connection with such action, suit or proceeding; provided, that such Person’s act or omission does not constitute gross negligence, willful misconduct, fraud, a material breach of this Agreement or a willful illegal act. (d) The right to indemnification conferred in this Section 8.8 shall include the right to be paid or reimbursed by the COMPANY for expenses incurred by a Person of the type entitled to be indemnified under Section 8.8(c) who was, is, or is threatened to be made, a named defendant or respondent in a proceeding in advance of the final disposition of the proceeding and without any determination as to the Person’s ultimate entitlement to indemnification. Such expenses shall, at the request of the Person entitled to be indemnified under Section 8.8(c), be advanced by the COMPANY on behalf of such Person in advance of the final disposition of a proceeding so long as such Person shall have provided the COMPANY with a written undertaking, by or on behalf of such Person, to repay all amounts so advanced if it shall ultimately be determined that such indemnified Person is not entitled to be indemnified under this Section 8.8 or otherwise. (e) The right of any Indemnitee to the indemnification provided herein is cumulative of, and in addition to, any and all rights to which such Indemnitee may otherwise be entitled by contract or as a matter of Law or equity, and extends to such Indemnitee’s successors, assigns and legal representatives; provided, that (i) to the extent that any Indemnitee is entitled to be indemnified by the COMPANY, any other Indemnitee and/or any insurer under a policy procured by such Indemnitee, the obligations of the COMPANY hereunder shall be primary and the obligations of such other Indemnitee or insurer secondary; and (ii) the COMPANY shall not be entitled to contribution or indemnification from or subrogation against such other Indemnitee or insurer. (f) If this Section 8.8 or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the COMPANY shall nevertheless indemnify and hold harmless each Indemnitee pursuant to this Section 8.8 to the fullest extent permitted by any applicable portion of this Section 8.8 that shall not have been invalidated and to the fullest extent permitted by Law. (g) The provisions of this Section 8.8 shall be a contract between the COMPANY, on the one hand, and each Indemnitee, on the other hand, pursuant to which the COMPANY and each such Indemnitee intend to be legally bound. No amendment, modification or repeal of this Section 8.8 that adversely affects the rights of an Indemnitee to indemnification incurred or relating to a state of facts existing prior to such amendment, modification or repeal shall apply in such a way as to eliminate or reduce such Indemnitee’s entitlement to indemnification without the Indemnitee’s prior written consent. (h) The provisions of this Section 8.8 shall survive the dissolution, liquidation, winding up or termination of the COMPANY. 24 78378947;16 4139-5401-0203.3 Section 8.9 No Recourse Agreement. Neither the COMPANY nor any of its Subsidiaries shall enter into any agreement which shall provide for recourse to any Member or Manager without the prior written consent of such Member or Manager, as applicable. Without limiting any rights or obligations of any party under this Agreement to have recourse against any other party to this Agreement, to the extent provided in this Agreement (but in no way expanding on the rights, obligations or liabilities hereunder), no recourse to (a) any assets or properties of any members, partners or direct or indirect securityholders of any Member (or any Person that controls such member, partner or direct or indirect securityholder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), (b) any former, current or future officer, director, agent, general or limited partner, member, manager, direct or indirect securityholder, employee or Affiliate of any Member or any former, current or future officer, director, agent, general or limited partner, member, manager, direct or indirect securityholder, employee or Affiliate of any of the foregoing (collectively, each a “Non-Recourse Person”) shall be had and no judgment relating to the obligations of any Member under this Agreement (except to the extent any such Person expressly is individually liable thereunder) or for any payment obligations under this Agreement (except to the extent any such Person expressly is individually liable thereunder), or any part thereof, or for any claim based thereon or otherwise in respect thereof or related thereto, shall be obtainable by the COMPANY or any Member against any Non-Recourse Person. ARTICLE IX COVENANTS ; REPRESENTATIONS AND WARRANTIES Section 9.1 Limitation of Liability. No Member, in such capacity, shall have any liability under this Agreement for the debts, liabilities or obligations of the COMPANY, except as provided in the Act. The transaction of any business by the Board or any director, manager, partner, officer, employee or agent of a Manager in its capacity as such shall not affect, impair or eliminate the limitations on the liability of any Member under this Agreement. Section 9.2 Waiver Relating to Business Opportunities. (a) Nothing in this Agreement shall be construed to require any Manager to manage the COMPANY as his, her or its sole and exclusive function. Except as set forth in this Agreement, any Member, Manager or Non-Recourse Person may engage in or possess any interest in other investments, business ventures, activities or Persons of any nature or description, independently or with others, similar or dissimilar to, or that competes with, the investments, business or activities of the COMPANY and its Subsidiaries, and may provide advice and other assistance to any such investment, business venture, activity or Person. Except as set forth in this Agreement, the COMPANY, the Members and the Subsidiaries of the COMPANY shall have no rights (including any right to acquire, participate or have any interest of any nature whatsoever) by virtue of this Agreement in and to such investments, business ventures, activities or Persons or the income or profits derived therefrom. Except as set forth in this Agreement, the pursuit of any such investments or business ventures, even if competitive with the business of the COMPANY and its Subsidiaries, shall not be deemed wrongful or improper. (b) Except as set forth in this Agreement, no Member, Manager or Non- Recourse Person shall be obligated to present or disclose any information relating to any investment, business or other opportunity to the COMPANY or its Subsidiaries even if such opportunity is of
25 78378947;16 4139-5401-0203.3 a character that, if presented to the COMPANY or its Subsidiaries, could be pursued by the COMPANY or its Subsidiaries, and any Member, Manager or Non-Recourse Person shall have the right to pursue for its own account (individually or as a partner or a fiduciary) or to recommend to any other Person any such opportunity, without any obligation to notify or communicate any information with respect such opportunity to the COMPANY or any of its Subsidiaries. Section 9.3 Confidential Information. (a) Subject to the immediately following sentence, each Member agrees that all Confidential Information of the COMPANY and of any Subsidiary of the COMPANY will be kept confidential and will not be disclosed by such Member; provided, that the foregoing restriction shall not apply to information which (i) is lawfully and independently obtained by a Member from a third party without restriction as to disclosure by such Member, (ii) was known by a Member prior to its disclosure by or on behalf of the other Member, the COMPANY or any of its Subsidiaries, is in the public domain or enters into the public domain through no fault of a Member, (iii) is independently developed by a Member without reference to information provided by the COMPANY or any of its Subsidiaries or (iv) a Member is required by law or legal process to disclose (in which case such Member shall promptly notify the COMPANY in writing prior to making any such disclosure in order to facilitate the COMPANY’s efforts to seek a protective order or other appropriate remedy from the proper authority, and agrees to cooperate with the COMPANY in seeking such order or other remedy). A Member may disclose Confidential Information to its and any of its Affiliate’s respective directors, officers, employees, advisors, consultants, financing sources, partners, or actual or potential investors or Transferees, and agents or representatives of any of the foregoing (collectively, “Representatives”) who have a need to know the Confidential Information, using the same degree of care used to protect its own confidential or proprietary information of like importance, but in any case using no less than a reasonable degree of care; provided, such Representatives agree to keep such Confidential Information confidential and such Member shall be responsible for such Representatives doing so. Confidential Information of the COMPANY and of any of its Subsidiaries shall not otherwise be disclosed to any third party without the prior written consent of the COMPANY. If this Agreement is terminated or if such Member ceases to own any Membership Interests, and if requested by the COMPANY, each such Member will cause to be delivered to the COMPANY all materials obtained by such Member from or on behalf of the COMPANY or any of its Subsidiaries, whether obtained before or after the date of this Agreement. Notwithstanding anything to the contrary herein, but subject to Section 2.16, each Member may use Confidential Information to improve its (and its Affiliates') products and services and use all derivatives of Confidential Information in its own independent business operations (b) Notwithstanding anything in this Agreement to the contrary, to comply with Treasury Regulations Section 1.6011-4(b)(3)(i), any Member (and any employee, representative, or other agent of such Member) may disclose to any and all persons of any kind, the tax treatment and tax structure of the COMPANY or any transactions undertaken by the COMPANY to the extent the Member acquires such information on or after the Effective Date, it being understood and agreed, for this purpose, that the following do not constitute such tax treatment or tax structure information: (i) the name of, or any other identifying information regarding, the COMPANY or any existing or future investor (or any Affiliate thereof) in the COMPANY, or any investment or transaction entered into by the COMPANY, (ii) any specific performance information relating to 26 78378947;16 4139-5401-0203.3 the COMPANY or its investments, and (iii) any performance or other information relating to previous funds or investments sponsored by any of the Members. Section 9.4 Representations and Warranties. Each Party makes the following representations and warranties on and as of the date of this Agreement. Each Party understands that the other Parties are relying on the representations and warranties and are entering into this Agreement on the basis of them: (a) each Party is a company properly organized and validly existing respectively under the laws of its jurisdiction of incorporation. It has power to carry on its business as it is now being (or will be) conducted and has (or will have) all licenses, consents, approvals, permits, authorizations, exemptions and certifications required for that purpose; (b) each Party has power to enter into and perform its obligations under this Agreement; all necessary corporate, shareholder and other action have been taken to authorize the entry into, performance and delivery of this Agreement; (c) this Agreement has been duly authorized, executed and delivered by such Party and are valid, legal and binding obligations of such Party, enforceable against such Party in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, examinership, moratorium or other laws affecting creditors’ right generally and subject to general principles of equity, regardless of whether considered in a proceeding of equity or at law; (d) entering into this Agreement and performing its obligations hereunder will not: (i) conflict with such Party’s limited liability company agreement (or other constitutional documents); or (ii) conflict with, or result in a breach of, any existing contract into which such Party has entered; (iii) no approval of, or filing with, any governmental authority or other person is required in connection with such Party’s entering into, or the payment or performance of its obligations under, this Agreement, excluding required FAA approval of engine test cell services; and (iv) no legal proceedings are pending or, to each Party’s knowledge, threatened against it which if decided against it would have a material adverse effect upon each Party’s financial condition or business or its ability to perform its obligations under this Agreement. ARTICLE X ACCOUNTING; TAX MATTERS Section 10.1 Financial Statements. The COMPANY shall furnish to each Member the following reports: 27 78378947;16 4139-5401-0203.3 (a) As soon as available, and in any event within one hundred twenty (120) days after the end of each Fiscal Year, audited consolidated balance sheets of the COMPANY and its Subsidiaries as at the end of each such Fiscal Year and audited consolidated financial statements of income, cash flows and Members’ equity for such Fiscal Year, in each case setting forth in comparative form the figures for the previous Fiscal Year, accompanied by the opinion of the independent certified public accountants of national standing selected by the Board. (b) As soon as available, and in any event within forty-five (45) days after the end of each such quarterly accounting period in each Fiscal Year (other than (i) the last fiscal quarter of the Fiscal Year, and (ii) the Fiscal Quarter in which the Effective Date occurs, which deliverables required pursuant to this clause (ii) shall be delivered within 75 days after the end of such Fiscal Quarter), unaudited consolidated balance sheets of the COMPANY and its Subsidiaries as at the end of each such fiscal quarter and for the current Fiscal Year to date and unaudited consolidated statements of income, cash flows and Members’ equity for such fiscal quarter and for the current Fiscal Year to date, in each case setting forth in comparative form the figures for the corresponding periods of the previous Fiscal Year, all in reasonable detail and all prepared in accordance with GAAP, consistently applied (except as set forth therein), subject to normal year- end audit adjustments and the absence of notes thereto. Section 10.2 Inspection Rights. Subject to Section 12.2, each Member shall, upon reasonable notice, have the inspection rights provided by Section 18-305 of the Act. Without limiting the foregoing, the Members shall, upon reasonable notice, have reasonable access during normal business hours to (i) the COMPANY’s properties, offices and other facilities and (ii) the books and records and minutes of proceedings of the COMPANY (and, to the extent reasonably related to the particular Member’s investment in the COMPANY, the ability to make copies thereof). Section 10.3 Partnership Audit Provisions (a) WILLIS shall be the initial “partnership representative” of the COMPANY within the meaning of Section 6223 of the Code (the “Partnership Representative”) and is authorized to appoint a “designated individual” for purposes of Treasury Regulations Section 1.6223-1(b)(3) and any corresponding state or local tax Law. The COMPANY and the Members shall complete any necessary actions (including executing any required certificates or other documents) to effect either such designation. The Board may remove the Partnership Representative at which point the Board shall appoint a Replacement Partnership Representative. The Partnership Representative may resign only in compliance with the rules set for in Treasury Regulations Section 1.6223-1(d), at which point the Board shall appoint a replacement Partnership Representative. The COMPANY shall pay and be responsible for all reasonable third-party costs incurred by the Partnership Representative and designated individual in performing their duties and any costs and expenses incurred by the Partnership Representative or designated individual in connection with an audit of a tax return of the COMPANY. The COMPANY shall indemnify and hold harmless the Partnership Representative and designated individual, as applicable, from and against any loss, liability, damage, cost or expense (including attorneys’ and accountants’ fees) sustained or incurred as a result of any act or decision concerning the COMPANY tax matters and within the scope of such Person’s responsibility as Partnership Representative, as applicable, other than any acts or omissions constituting a material breach of this Agreement, willful misconduct or 28 78378947;16 4139-5401-0203.3 gross negligence. All amounts indemnified shall be advanced as incurred. The Partnership Representative, as applicable, shall be entitled to rely on the advice of outside legal counsel and accountants as to the nature and scope of its responsibilities and authority, and any act or omission of the Partnership Representative pursuant to such advice in no event shall subject the Partnership Representative to liability to the COMPANY or any Member. (b) The Partnership Representative, with the consent of the Board, may make any elections available to be made as Partnership Representative, including, the elections described in Sections 6221(b) and 6226(a)(1) of the Code. In the event that the COMPANY becomes liable for any taxes, interest or penalties under Section 6225 of the Code, (i) each Person that was a Member of the COMPANY for the Fiscal Year to which such liability relates shall indemnify, defend and hold harmless the COMPANY for such Person’s allocable share (as determined by the Board in its sole discretion) of the amount of such tax liability, including any interest and penalties associated therewith, (ii) the Board may cause the Members (including any former Member) to which such liability relates to pay, and each such Member hereby agrees to pay, such amount to the COMPANY, and such amount shall not be treated as a Capital Contribution, and (iii) without reduction to a Member’s (or former Member’s) obligations under this Section 10.3(b), any amount paid by the COMPANY that is attributable to a Member and that is not paid by such Member pursuant to Section 10.3(b)(ii) above, shall be treated for purposes of this Agreement as (A) a distribution to such Member under Article VI and Article XII, and (B) a reduction to such Member’s Capital Account balance. Any amount not paid by a Member (or former Member) within five (5) Business days of the time requested by the Board shall accrue interest at the rate of eight percent (8%) per annum, compounded quarterly, until paid, and such Member (or former Member) shall also be liable to the COMPANY for any damages resulting from a delay in making such payment beyond the date on which such payment is requested by the Board, and for this purpose the fact that the COMPANY could have paid this amount with other funds shall not be taken into account in determining such damages. The provisions contained in this Section 10.3(b) shall survive the dissolution of the COMPANY and the withdrawal of any Member or the assignment of any Member’s interest in the COMPANY. (c) Each Member shall provide the Partnership Representative with any information, representations, certificates, waivers or forms relating to such Member (or its direct or indirect owners) that are reasonably requested from time to time by the Partnership Representative and that the Partnership Representative determines in its reasonable discretion are necessary or appropriate in order for the COMPANY to reduce the amount of an imputed underpayment under Section 6225(c) of the Code. (d) Each Member agrees that any action taken by the Partnership Representative with the consent of the Board in connection with audits of the COMPANY or any other matters relating to taxes shall be binding upon such Member and that such Member shall not independently act with respect to tax audits or tax proceedings affecting the COMPANY unless previously authorized to do so in writing by the Partnership Representative, which authorization may be withheld by the Partnership Representative in its sole discretion. Section 10.4 Tax Returns and Elections. As soon as reasonably practicable after the end of each Fiscal Year, the COMPANY shall prepare and provide to each Member the Internal Revenue Service Form 1065 and Internal Revenue Service Schedule K-1 (and any comparable tax
29 78378947;16 4139-5401-0203.3 returns, forms, or statements required to be delivered to the Members under any applicable state, local or foreign tax Law) with respect to such Fiscal Year. The COMPANY shall also provide the Members with such other COMPANY information as may be reasonably requested by the Members for purposes of allowing the Members to prepare and file their own tax returns. The COMPANY shall bear the cost of the preparation and filing of its tax returns with respect to the COMPANY and its Subsidiaries but shall not bear any additional costs related primarily to any specific Member. Any elections required or permitted to be made by the COMPANY, and (except as provided in Section 10.3 above) all other tax decisions and determinations relating to U.S. federal, state, local or foreign tax matters of the COMPANY, shall be made by the Board in consultation with the COMPANY’s attorneys and/or accountants; provided, that the Board shall cause the COMPANY to make a valid election under Section 754 of the Code (to the extent such an election is not already in effect) upon the request of any Member in connection with such Member’s Transfer of Membership Units permitted hereunder. Section 10.5 Member Cooperation. Each Member agrees (i) to cooperate with the Partnership Representative with respect to tax matters relating to or affecting the COMPANY, (ii) not to take any action or position with respect to any tax matter relating to or affecting the COMPANY or any other Member that is inconsistent with any such action or position taken by the Board or Partnership Representative (with the consent of the Board) except to the extent otherwise required by a “determination” within the meaning of Section 1313(a) of the Code and (iii) to use commercially reasonable efforts to keep the Partnership Representative informed of each material development with respect to any tax matter relating to or affecting the COMPANY or any other Member and make related documents available to the Partnership Representative before submission to any taxing authority or court. Anything in this Agreement to the contrary notwithstanding, no Member may be required to file an amended tax return. Section 10.6 Tax Withholding. Notwithstanding anything to the contrary in this Agreement, to the extent the COMPANY is required by Law to deduct and withhold any amounts with respect to Taxes from any distribution made to a Member or to make Tax payments on behalf of or with respect to any Member or as a result of such Member’s participation in the COMPANY (“Tax Advances”), the COMPANY may deduct and withhold such amounts and make such tax payments as so required. Any Tax Advances made from funds withheld upon a distribution will be treated as distributed to such Member for all purposes of this Agreement. Any other Tax Advances will be deemed to be a recourse loan by the COMPANY to the relevant Member. The amount of any Withholding Payment treated as a loan, plus interest thereon from the date of each Tax Advance until such amount is repaid to the COMPANY at an interest rate of eight percent (8%) per annum, shall be repaid to the COMPANY upon demand by the COMPANY; provided, however, that in the Board’s sole discretion, any such amount may be repaid by deduction from any distributions payable to such Member pursuant to this Agreement (with such deduction treated as an amount distributed to the Member). Section 10.7 Partnership Status. The COMPANY shall be classified and treated as a partnership for U.S. federal income tax purposes, and if applicable, state and local income tax purposes. In connection therewith, the Members hereby consent to the making of any elections pursuant to Treasury Regulations Section 301.7701-3 consistent with such treatment and agree not to revoke any such elections except as permitted by the terms of this Agreement. Except to the extent required pursuant to a “determination” within the meaning of Section 1313(a) of the Code, 30 78378947;16 4139-5401-0203.3 each Member and the COMPANY shall file all tax returns and shall otherwise take all tax positions in a manner consistent with such treatment. Section 10.8 Non-Foreign Status. Each Member represents and warrants to the COMPANY and the other Members that, as of the Effective Date such Member is a “United States person” within the meaning of Section 7701(a)(30) of the Code. ARTICLE XI BOOKS, BUSINESS PLAN, YEARLY BUDGET Section 11.1 Maintenance of Books. The Board shall keep or cause to be kept at the COMPANY’s principal place of business complete and accurate books and records of the COMPANY and supporting documentation of all transactions with respect to the conduct of the COMPANY’s business. The records shall include a copy of this Agreement and all amendments thereto, the current list of the names and last known business, residence or mailing addresses of all Members; and the COMPANY’s U.S. federal, state, local and foreign tax returns for the COMPANY’s six (6) most recent Fiscal Years. The Board has the right to appoint professional service firms, including a third-party administrator, to maintain the books and records of the COMPANY. Section 11.2 Business Plan, Yearly Budget. The Business will be managed in accordance with the Business Plan which will initially be in the form attached hereto as Exhibit C. The Business Plan shall be updated at least annually and shall also reflect actual performance in the first three quarters of the year in which it is to be submitted for approval and the forecast for the final quarter of such year. The first annual budget for the COMPANY shall be adopted at the first meeting of the Board. The updated Business Plan, including the Yearly Budget, shall be prepared by the Company General Manager in time for final approval by the Board no later than one month following the end of the third quarter of each Fiscal Year. The Yearly Budget approved for each Fiscal Year by the Board shall reflect the Business Plan. ARTICLE XII DISSOLUTION, WINDING-UP AND TERMINATION Section 12.1 Dissolution of the COMPANY. The COMPANY shall be dissolved, and its affairs shall be wound up upon the first to occur of the following (each, a “Dissolution Event”): (i) the Board determines to dissolve the COMPANY; (ii) at any time when there are no Members; (iii) at such time as all of the assets of the COMPANY have been converted into cash and cash equivalents; or (iv) upon entry of a decree of judicial dissolution of the COMPANY under Section 18- 802 of the Act. Section 12.2 Effect of Retirement, Bankruptcy, Dissolution, etc., of a Member. The retirement, withdrawal, resignation, expulsion, bankruptcy, dissolution, death or adjudication of incompetency of any Member shall not, in and of itself, dissolve the COMPANY. The trustee, executor, administrator, committee or guardian of any Member or its estate, as the case may be, 31 78378947;16 4139-5401-0203.3 shall have all of the rights of such Member for the purpose of settling or managing the estate and such power as such retired, withdrawn, resigned, expelled, bankrupt, dissolved, deceased or incompetent Member possessed to assign all or part of such Member’s Membership Interest in the COMPANY. Section 12.3 Winding-up and Termination. On the occurrence of a Dissolution Event, the Board (or, if there is no Board, WILLIS and GEM) shall select one or more Persons to act as liquidating trustee or the Board may itself act as liquidating trustee. The liquidating trustee shall proceed diligently to wind up the affairs of the COMPANY and make final distributions as provided herein and in the Act. The costs of winding up shall be borne as a COMPANY expense, including reasonable compensation to the liquidating trustee. Until final distribution, the liquidating trustee shall continue to operate the COMPANY properties with all of the power and authority of the Board. Subject to the terms of the Act, the steps to be accomplished by the liquidating trustee are as follows: (a) as promptly as possible after dissolution and again after final winding up, the liquidating trustee shall cause a proper accounting to be made by a recognized firm of certified public accountants of the COMPANY’s assets, liabilities and operations; (b) the liquidating trustee shall pay, satisfy or discharge from the COMPANY funds all of the debts, liabilities and obligations of the COMPANY or otherwise make adequate provision for payment and discharge thereof (including the establishment of a cash escrow fund for contingent, conditional and un-matured liabilities in such amount and for such term as the liquidating trustee may reasonably determine); and (c) all remaining assets of the COMPANY shall be distributed to the Members as follows; provided, that the liquidating trustee shall use reasonable best efforts to distribute cash to Members: (i) the liquidating trustee may sell any or all the COMPANY property, including to Members, and any resulting gain or loss from each sale shall be computed and allocated to the Capital Accounts of Members in accordance with the provisions of Article VII; (ii) with respect to all the COMPANY property that has not been sold, the fair market value of that property shall be determined by the liquidating trustee, and the Capital Accounts of Members shall be adjusted to reflect the manner in which the unrealized income, gain, loss and deduction inherent in property that has not been reflected in the Capital Accounts previously would be allocated among Members pursuant to Article VII if there were a taxable disposition of that property for the fair market value of that property on the date of distribution; and (iii) the assets of the COMPANY shall be distributed to the Members in accordance with Section 6.1. The allocations and distributions provided for in this Agreement are intended to result in the Capital Account of each Member immediately prior to the distribution of the COMPANY assets pursuant to this Section 12.3(c)(iii) being equal to the amount that would be distributable to such Member pursuant to Section 6.1. The 32 78378947;16 4139-5401-0203.3 COMPANY is authorized to make appropriate adjustments to the allocation of items of income, gain, loss and deduction as necessary to cause the amount of each Member’s Capital Account immediately prior to the distribution of the COMPANY’s assets pursuant to this Section 12.3(c)(iii) to equal the amount that would be distributable to such Member pursuant to Section 6.1. Notwithstanding anything to the contrary in this Section 12.3(c)(iii), if application of the preceding sentence does not result in final Capital Account balances that would permit liquidating distributions to be made in accordance with the Capital Accounts, then liquidating distributions shall be made pursuant to Section 6.1. All such distributions pursuant to this Section 12.3(c)(iii) shall be made by the end of the Fiscal Year of the COMPANY during which the liquidation of the COMPANY occurs (or, if later, ninety (90) days after the date of the liquidation). All distributions in kind to Members shall be made subject to the liability of each distributee for costs, expenses and liabilities theretofore incurred or for which the COMPANY has committed prior to the date of termination and those costs, expenses, and liabilities shall be allocated to the distributee pursuant to this Section 12.3. The distribution of cash and/or property to a Member in accordance with the provisions of this Section 12.3 constitutes a complete return to the Member of its Capital Contributions and a complete distribution to the Member in respect of its interests in all the COMPANY’s property and constitutes a compromise to which all Members have consented. To the extent assets being distributed are other than cash, such assets shall be distributed, to the extent practicable and in compliance with this Section 12.3, to the Members in equal proportions. Each Member agrees that the liability for the return of its Capital Contribution is limited to the COMPANY and to the COMPANY’s assets. In the event the COMPANY’s assets are insufficient to return the full amount of a Member’s Capital Contribution, each Member hereby waives any and all claims whatsoever that it might otherwise have against the Board and each of such Board member’s Affiliates with respect to its assets in connection with such liquidation. Section 12.4 Deficit Capital Accounts. No Member shall be required to pay to the COMPANY, to any other Member or to any third party any deficit balance that may exist from time to time in the Member’s Capital Account. Section 12.5 Termination. On completion of the distribution of the COMPANY assets as provided herein, the Board or the liquidating trustees (or such other Person or Persons as the Act may require or permit) shall file such documents and take such other actions as may be necessary to terminate the existence of the COMPANY. Upon satisfaction of all applicable matters required under the Act, the existence of the COMPANY shall cease, except as may be otherwise provided by the Act or other applicable Law. ARTICLE XIII GENERAL PROVISIONS Section 13.1 Offset. Whenever the COMPANY is to pay any sum to any Member pursuant to this Agreement, any amounts that such Member, in its capacity as a Member, owes the COMPANY pursuant to this Agreement may be deducted from that sum before payment. Section 13.2 Notices. Except as expressly set forth to the contrary in this Agreement, all notices, requests, demands, consents or other communications with respect to this Agreement shall
33 78378947;16 4139-5401-0203.3 be in writing and shall be deemed to have been duly given to any party hereto when delivered by hand, by messenger or by a nationally recognized overnight delivery company, when delivered by first-class mail, postage prepaid and return receipt requested, in each case to the applicable address set forth below: (a) if to the COMPANY (or to the Board), at the address of the COMPANY’s principal executive offices; and (b) if to any Member, at the address given for such Member on Schedule A hereto or such other address as the Member may hereafter specify in accordance herewith. Any such notice shall, if delivered personally, be deemed received upon delivery; shall, if delivered by telecopy, be deemed received on the first (1st) Business Day following confirmation; shall, if delivered by nationally recognized overnight delivery service, be deemed received the first (1st) Business Day after being sent; and shall, if delivered by mail, be deemed received upon the earlier of actual receipt thereof or five (5) Business Days after the date of deposit in the United States mail. Whenever any notice is required to be given by Law or by this Agreement, a written waiver thereof, signed by the Person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Section 13.3 Entire Agreement; Supersede. This Agreement constitutes the entire agreement of the Members and their Affiliates relating to the subject matter hereof and supersedes all previous agreements among all or some of the parties hereto, whether written, oral or otherwise, as to such subject matter. Section 13.4 Effect of Waiver or Consent. No course of dealing between the COMPANY, its Subsidiaries and the Members (or any one of them) or any delay in exercising any rights hereunder shall operate as a waiver of any rights of any party to this Agreement. A waiver or consent, express or implied, to or of any breach or default by any Person in the performance by that Person of its obligations under this Agreement with respect to the COMPANY is not a consent or waiver to or of any other breach or default in the performance by that Person of the same or any other obligations of that Person under this Agreement with respect to the COMPANY. Failure on the part of a Person to complain of any act of any Person or to declare any Person in default with respect to the COMPANY, irrespective of how long that failure continues, does not constitute a waiver by that Person of its rights under this Agreement with respect to that default until the applicable statute-of-limitations period has run. Unless otherwise provided herein, any consent required by the COMPANY may be withheld by the COMPANY in its sole discretion. Section 13.5 Amendment or Restatement. (a) Except as otherwise expressly provided herein, this Agreement (including any Exhibit or Schedule hereto) may, from time to time, be amended, modified, supplemented or restated, and any provisions of this Agreement may be waived, only with the prior written consent of WILLIS and GEM. (b) Except as required by Law, no amendment, modification, supplement, discharge or waiver of or under this Agreement shall require the consent of any Person not a party to this Agreement. 34 78378947;16 4139-5401-0203.3 Section 13.6 Binding Effect. Subject to the restrictions on Transfers set forth in this Agreement, this Agreement shall be binding upon and shall inure to the benefit of the COMPANY and each Member and their respective executors or administrators, permitted successors, permitted assigns, permitted distributees and legal representatives. Section 13.7 No Third-Party Beneficiaries. Except as otherwise expressly provided herein (including Sections 8.8, 8.9 and 9.2), no Person not a party to this Agreement, as a third- party beneficiary or otherwise, shall be entitled to enforce any rights or remedies under this Agreement. Section 13.8 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice of law or conflicting provision or rule that would result in the laws of any jurisdiction other than the State of Delaware being applied. In furtherance of the foregoing, the internal law of the State of Delaware shall control the interpretation and construction of this Agreement, even if under such jurisdiction’s choice of law or conflict of law analysis, the substantive law of some other jurisdiction would ordinarily apply. Section 13.9 Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable Law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable Law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or any other jurisdiction, and such invalid, illegal or otherwise unenforceable provisions shall be null and void as to such jurisdiction. It is the intent of the parties, however, that any invalid, illegal or otherwise unenforceable provisions be automatically replaced by other provisions which are as similar as possible in terms to such invalid, illegal or otherwise unenforceable provisions but are valid and enforceable to the fullest extent permitted by Law. Section 13.10 Remedies. (a) Each party to this Agreement acknowledges that a remedy at law for any breach or attempted breach of this Agreement shall be inadequate, agrees that each other party to this Agreement shall be entitled to specific performance and injunctive and other equitable relief in case of any such breach or attempted breach and further agrees to waive (to the extent legally permissible) any legal conditions required to be met for the obtaining of any such injunctive or other equitable relief (including posting any bond in order to obtain equitable relief). (b) To the fullest extent permitted by Law, neither the COMPANY nor any Member shall be liable to any of the other such Persons for punitive, special, exemplary or consequential damages, including damages for loss of profits, loss of use or revenue or losses by reason of cost of capital, arising out of or relating to this Agreement, regardless of whether based on contract, tort (including negligence), strict liability, violation of any applicable deceptive trade practices act or similar Law or any other legal or equitable principle (in each case, unless based on fraud or a willful illegal act), and the COMPANY and each Member releases each of the other such Persons from liability for any such damages. 35 78378947;16 4139-5401-0203.3 Section 13.11 Further Assurances. The COMPANY and each Member shall do and perform or cause to be done and performed all such further acts and things and shall execute and deliver all such other agreements, certificates, instruments and other documents as reasonably necessary or appropriate to carry out the provisions of this Agreement and the consummation of the transactions contemplated hereby. Section 13.12 Counterparts. This Agreement may be executed in any number of counterparts (including facsimile or other electronic transmission counterparts), any one of which need not contain the signatures of more than one party, but all such counterparts, taken together, shall constitute one and the same agreement. It shall not be necessary in making proof of this Agreement to produce or account for more than one such counterpart. Section 13.13 Construction. Unless the context requires otherwise: (a) pronouns in the masculine, feminine and neuter genders shall be construed to include any other gender, and words in the singular form shall be construed to include the plural and vice versa; (b) the term “including” shall be construed to be expansive rather than limiting in nature and to mean “including, without limitation” (except to the extent the context otherwise provides); (c) references to Articles and Sections refer to Articles and Sections of this Agreement; (d) the words “this Agreement,” “herein,” “hereof,” “hereby,” “hereunder” and words of similar import refer to this Agreement as a whole, including the Exhibits and Schedules attached hereto, and not to any particular subdivision unless expressly so limited; and (e) references to the Exhibits and Schedules are to the items identified separately in writing by the parties hereto as the described Exhibits or Schedules attached to this Agreement, each of which is hereby incorporated herein and made a part hereof for all purposes as if set forth in full herein. Section 13.14 Aggregation of Units. Except as otherwise provided herein, all Membership Units held or acquired by a Member and its Affiliates shall be aggregated together for purposes of determining the rights or obligations of a Member, or application of any restrictions to a Member, or reference to its Membership Units under this Agreement, in each instance in which such right, obligation or restriction is determined by any ownership threshold. Section 13.15 Judicial Proceedings. Subject to Section 13.16, in any judicial proceeding involving any dispute, controversy or claim arising out of or relating to this Agreement or the COMPANY or its operations for which purely injunctive or other equitable, non-monetary relief is sought, each of the Members and the COMPANY unconditionally accepts the exclusive jurisdiction and venue of the Delaware Chancery Court located in Wilmington, Delaware, or (in the event that such court denies jurisdiction) any state or federal court sitting in the State of Delaware, and the appellate courts to which orders and judgments thereof may be appealed. In any such judicial proceeding, the Members and the COMPANY agree that in addition to any method for the service of process permitted or required by such courts, to the fullest extent permitted by Law, service of process may be made by delivery provided pursuant to the directions in Section 13.2. The Members and the COMPANY hereby irrevocably waive, to the fullest extent permitted by applicable Law, any objection which they may now or hereafter have to the laying of venue of any claim, controversy or dispute arising out of or relating to this Agreement or any of the transactions contemplated hereby brought in such courts or any defense of inconvenient forum for the maintenance of such claim, controversy or dispute. THE PARTIES HEREBY WAIVE TRIAL BY JURY IN ANY JUDICIAL PROCEEDING TO WHICH THEY ARE PARTIES INVOLVING, 36 78378947;16 4139-5401-0203.3 DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS AGREEMENT OR THE RELATIONSHIP ESTABLISHED HEREUNDER. Section 13.16 Arbitration. Subject to Section 8.4, if the Members or the COMPANY are unable to resolve a dispute under this Agreement after an executive of each Member or the COMPANY has exercised good faith efforts to do so, such Member(s) and the COMPANY shall settle any dispute arising out of this Agreement by arbitration in New York, New York in accordance with the procedures in this Agreement and administered by the American Arbitration Association under its Commercial Arbitration Rules (the “AAA Rules”) and judgement on the award rendered by the arbitrators shall be final and binding and may be entered in any court having jurisdiction thereof; provided, however, a Member or the COMPANY shall not be required to use the foregoing dispute resolution procedures or otherwise follow the provisions of this Section regarding any dispute with respect to which Member or the COMPANY is seeking purely injunctive or other equitable, non- monetary, relief and such Member or the COMPANY shall be entitled to seek such relief before a court referred to in Section 13.15, which the Members and the COMPANY irrevocably agree has exclusive jurisdiction over such dispute. In the event of a conflict between the AAA Rules and this Agreement, the provisions of this Agreement shall control. For all disputes regardless of the amount in dispute, the arbitration shall be conducted by one arbitrator mutually agreed upon by the parties. Should the Member(s) or the COMPANY be unable to agree on an arbitrator, such arbitrator selection shall be made pursuant to the AAA Rules. The arbitrator may construe or interpret this Agreement but may not vary or ignore any of the terms of this Agreement. Any issue concerning the extent to which any dispute is subject to arbitration, or concerning the applicability, interpretation, or enforceability of these procedures, including any contention that all or part of these procedures are invalid or unenforceable, shall be resolved by the arbitrator. In no event, even if any other portion of these provisions is held to be invalid or unenforceable, shall the arbitrator have power to make an award or impose a remedy that could not be made or imposed by a court deciding the matter in the same jurisdiction. All aspects of the arbitration shall be treated as confidential. Section 13.17 Termination. This Agreement shall terminate automatically upon the dissolution of the COMPANY (unless the COMPANY continues to exist after such dissolution as a limited liability company or in another form, whether incorporated in Delaware or in another jurisdiction); provided, that Sections 8.8, 8.9, 9.1, 9.2, 9.3 and 10.3 and this Article XIII shall survive the termination.
[Limited Liability Company Agreement Signature Page] 78378947;16 4139-5401-0203.3 IN WITNESS WHEREOF, each of the undersigned duly executed this Agreement (or caused this Agreement to be executed on its behalf by its officer or representative thereto duly authorized) as of the day and year first written above. WILLIS LEASE FINANCE CORPORATION By: /s/ Caroline Vandedrinck Name: Caroline Vandedrinck Title: SVP Material and Services GLOBAL ENGINE MAINTENANCE, LLC By: /s/ Dominic Raja Name: Dominic Raja Title: Vice Chairman & President 78378947;16 4139-5401-0203.3 EXHIBIT A DEFINITIONS “Act” has the meaning set forth in the recitals. “Addendum Agreement” has the meaning set forth in Section 3.5(a). “Adjusted Capital Account Deficit” means, with respect to each Member, the deficit balance, if any, in such Member’s Capital Account, after giving effect to the following adjustments: (a) debit to such Capital Account the adjustments, allocations and distributions described in Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(4), (5) and (6); and (b) credit to such Capital Account (x) any amounts which such Member is deemed to be obligated to restore pursuant to the penultimate sentences of Treasury Regulations Sections 1.704-2(g)(1) and 1.704- 2(i)(5) and (y) any amounts such Member is obligated to restore pursuant to any provision of this Agreement or by applicable Law. The foregoing definition of Adjusted Capital Account Deficit is intended to comply with the provisions of Treasury Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. “Affiliate” of any Person means another Person that, directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such Person. “Agreement” has the meaning set forth in the preamble. “Auditors” means Grant Thornton or such other auditor used by WILLIS and appointed by the Board pursuant to Section 2.7. “Board” has the meaning set forth in Section 8.1(a). “Book Value” means, with respect to any asset of the COMPANY, such asset’s adjusted basis for U.S. federal income tax purposes, except as follows: (a) the Book Values of all assets of the COMPANY shall be adjusted to equal their respective gross fair market values (as reasonably determined by the Board in good faith or otherwise set forth in this Agreement) in accordance with the rules set forth in Treasury Regulations Section 1.704-1(b)(2)(iv)(f), immediately prior to: (i) the acquisition of any additional interest in the COMPANY by any new or existing Member in exchange for more than a de minimis capital contribution to the COMPANY, (ii) the distribution by the COMPANY of more than a de minimis amount of assets to a Member as consideration for an interest in the COMPANY; (iii) the grant of an interest in the COMPANY (other than a de minimis interest) as consideration for the provision of services to or for the benefit of the COMPANY by an existing Member acting in a Member capacity or by a new Member acting in a Member capacity or in anticipation of becoming a Member; and (iv) the liquidation of the COMPANY within the meaning of Treasury Regulation Section 1.704-1(b)(2)(ii)(g); provided, that, adjustments pursuant to clauses (i), (ii) and (iii) above shall be made unless the Board reasonably determines that such adjustments are not necessary or appropriate to reflect the relative economic interests of the Members; 78378947;16 4139-5401-0203.3 (b) the Book Values of any assets of the COMPANY shall be increased or decreased, as the case may be, to reflect any adjustments to the adjusted basis of such asset for U.S. federal income tax purposes pursuant to Section 734(b) or 743(b) of the Code, but only to the extent that such adjustments are taken into account in determining Capital Account balances pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(m); provided, that Book Values shall not be adjusted pursuant to this clause (b) to the extent that an adjustment pursuant to clause (a) above is made in conjunction with a transaction that would otherwise result in an adjustment pursuant to this clause (b); (c) the Book Value of any asset of the COMPANY distributed to any Member shall be adjusted immediately prior to such distribution to equal its gross fair market value; (d) the Book Value of any asset contributed by a Member to the COMPANY shall be the gross fair market value of the asset as of the date of such contribution as agreed to by the Board and the contributing Member; and (e) in the case of any asset that has a Book Value that differs from its adjusted tax basis, Book Value shall be adjusted by the amount of Depreciation calculated for purposes of the definition of “Profits” and “Losses” rather than the amount of Depreciation determined for U.S. federal income tax purposes. "Business" has the meaning given in the recitals of this Agreement. “Business Day” means any day other than a Saturday, a Sunday or a holiday on which banks in Miami, Florida are authorized or obligated by Law to close. “Business Plan” means the consolidated approved annual business plan for the Company, including the Yearly Budget, as established from time to time in accordance with Article 11.2 as initially attached as Exhibit C. “Capital Account” has the meaning set forth in Section 5.3. “Capital Contribution” means, with respect to any Member, the total amount of cash and the initial Book Value of any property (other than cash) contributed to the COMPANY by such Member (net of any liabilities that are secured by such property that the COMPANY is considered to assume or take subject to under Section 752 of the Code), which Capital Contribution shall be reflected on Schedule A hereto as amended from time to time in accordance with the terms of this Agreement. In connection with the exercise of an option to acquire Membership Interests in the COMPANY, the term Capital Contribution shall include the cash or fair market value of any consideration paid to the COMPANY (i) to acquire the option and, (ii) on the exercise of the option. Any reference in this Agreement to the Capital Contribution of a Member shall include a Capital Contribution of such Member’s predecessors in interest. “Certificate” has the meaning set forth in the recitals. “Change of Control” means [***] “Code” means the United States Internal Revenue Code of 1986, as amended. 78378947;16 4139-5401-0203.3 “Common Units” has the meaning given in Section 3.2(a). “COMPANY” has the meaning set forth in the preamble. “Company General Manager” means the general manager of the COMPANY appointed by the Board. “Company Minimum Gain” has the same meaning as the term “partnership minimum gain” in Treasury Regulations Sections 1.704-2(b)(2) and 1.704-2(d). A Member’s share of Company Minimum Gain shall be computed in accordance with the provisions of Treasury Regulations Section 1.702-2(g). “Confidential Information” means all confidential information concerning the business, strategies, operations, financial affairs, trade secrets, organizational and personnel matters, policies, procedures and other proprietary non-public matters of the COMPANY and its Affiliates. “control” (including the terms “controlling”, “controlled by” and “under common control with”) shall mean, when used with reference to any Person, the possession, directly or indirectly, of the power to elect a majority of the board of directors (or other governing body) or to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting rights, equity interests, by contract or otherwise and, in any event and without limiting the generality of the foregoing, any Person that has (or obtains or becomes the beneficial owner of) a majority of the voting securities or voting power of another Person shall be deemed to control that Person. “Core Activity” has the meaning given in Section 2.4(a). “Deadlock” shall have the meaning given in Section 8.4(a). “Depreciation” means, for each Fiscal Year, an amount equal to the depreciation, amortization, or other cost recovery deduction allowable with respect to an asset for U.S. federal income tax purposes for such Fiscal Year, except that with respect to any asset the Book Value of which differs from its adjusted tax basis for federal income tax purposes at the beginning of such Fiscal Year, Depreciation shall be an amount which bears the same ratio to such beginning Book Value as the U.S. federal income tax depreciation, amortization, or other cost recovery deduction for such Fiscal Year bears to such beginning adjusted tax basis; provided, that if the adjusted tax basis for U.S. federal income tax purposes of an asset at the beginning of such Fiscal Year is zero, Depreciation shall be determined with reference to such beginning Book Value using any reasonable method selected by the Board; provided, further, that with respect to any asset (or portion thereof), if any, as to which the difference between its Book Value and its adjusted tax basis for U.S. federal income tax purposes at the beginning of such Fiscal Year is being eliminated by use of the “remedial allocation method” described in Treasury Regulation Section 1.704-3(d), Depreciation for such Fiscal Year shall be computed in accordance with the rules prescribed by Treasury Regulation Section 1.704-3(d)(2). “Dissolution Event” has the meaning set forth in Section 12.1. “Effective Date” has the meaning set forth in the preamble.
78378947;16 4139-5401-0203.3 “Engine” or “Engines” has the meaning given in Section 2.4(a). “Engine Test Cell” means an engine test cell chosen by the Parties and purchased from and developed by a manufacturer. “ERISA” means the Employee Retirement Income Security Act of 1974, as amended. “Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, and the rules and regulations promulgated pursuant thereto. “Fair Value” means for any Membership Unit and as of any date of determination, the amount that the holder of such Membership Unit would receive in respect of such Membership Unit if the COMPANY were sold as a going concern for its then fair market value (as between a willing buyer and a willing seller in an arm’s length, non-distressed transaction occurring on the date of valuation, taking into account all relevant factors determinative of value) and, after payment of all indebtedness, transaction fees and expenses and reasonable reserves for contingent liabilities and obligations, the remaining proceeds were distributed to the holders of Membership Units in accordance with the distribution priorities specified in Section 6.1, taking into account all prior distributions. For the avoidance of doubt, in determining the Fair Value of any Membership Unit, no discount for minority ownership or illiquidity of a Membership Unit shall be applied since Fair Value shall be determined based on the Fair Market Value of the COMPANY as a private going concern as described in this definition, and not on the Fair Market Value of such Membership Unit if it were sold separately. “Fiscal Quarter” shall mean any three-month period beginning on the first day of the Fiscal Year or three, six or nine months thereafter. “Fiscal Year” has the meaning set forth in Section 2.13. “GEM Competitor” means [***]. “Governmental Entity” means any court or tribunal in any jurisdiction (domestic or foreign) or any federal, state, municipal or local government or other government body, agency, authority, department, commission, board, bureau, instrumentality, arbitrator or arbitral body (domestic or foreign) or self-regulatory organization. “group” has the meaning ascribed to such term in Section 13(d)(3) of the Exchange Act. “Indemnitee” has the meaning set forth in Section 8.8(b). "Lien" means any lien, claim, charge, mortgage, pledge, security interest, option, preferential arrangement, right of first offer, encumbrance, or other restriction or limitation of any nature whatsoever. “Law” means any applicable constitutional provision, statute (including the Act), act, code (including the Code), law, regulation, rule, ordinance, order, decree, ruling, proclamation, resolution, judgment, decision, declaration or interpretative or advisory opinion or letter of a Governmental Entity. 78378947;16 4139-5401-0203.3 “Loan Guarantee” means any guarantee, surety, indemnity, letter of credit or other assurance to any third party of the payment or performance of any obligations of the Company or any Subsidiary, provided by any Member or an Affiliate thereof with the prior written consent of the Members. "Lock-up Period" means [***]. “Manager” has the meaning set forth in Section 8.1(a). “Mediation” has the meaning given in Section 8.4(b). “Member” means (a) each Person identified on Schedule A as of the Effective Date as a Member and who has executed this Agreement or a counterpart thereof and (b) each Person who is hereafter admitted as a Member in accordance with the terms of this Agreement and the Act, in each case so long as such Person is shown on the COMPANY’s books and records as the owner of one or more Membership Units. The Members shall constitute the “members” (as that term is defined in the Act) of the COMPANY. “Member Minimum Gain” means an amount with respect to each Member Nonrecourse Debt, equal to the Company Minimum Gain that would result if such Member Nonrecourse Debt were treated as a nonrecourse liability (as defined in Treasury Regulations Section 1.752-1(a)(2)), determined in accordance with Treasury Regulations Section 1.704-2(i)(3). “Member Nonrecourse Debt” has the meaning ascribed to the term “partner nonrecourse debt” in Treasury Regulations Section 1.704-2(b)(4). “Member Nonrecourse Deductions” has the meaning ascribed to the term “partner nonrecourse deductions” set forth in Treasury Regulations Section 1.704-2(i)(2). “Membership Interest” means an interest in the COMPANY, including the right of the holder thereof to any and all benefits to which a holder thereof may be entitled as provided in this Agreement, together with the obligations of a holder thereof to comply with all of the terms and provisions of this Agreement. “Membership Unit” means a fractional part of the Membership Interests of all Members, which is designated as a Membership Unit, and having the rights and obligations specified with respect thereto in this Agreement. For the avoidance of doubt, “Membership Unit” includes Common Units. “Necessary Expenditures” means the following costs or expenses of the Company to the extent then currently payable: (i) expenditures necessary to preserve the Company's real property in good and safe condition, including any emergency expenditures necessary to preserve the Company's real property from imminent material damage or prevent imminent personal injury; (ii) real estate and other taxes and assessments levied by any governmental authorities upon or otherwise payable with respect to the Company's real property; (iii) insurance costs; and (iv) any payments due under, or any payment if not made would reasonably be expected to give rise to a default under, a Loan Guarantee in connection with third party indebtedness (other than with respect to liabilities thereunder which are attributable to or arising from (x) so called "bad boy 78378947;16 4139-5401-0203.3 acts" of such Member, its principals or Affiliates, (y) a material breach of this Agreement by such Member, its principals or Affiliates or (z) a breach by such Member, its principals or Affiliates of any representations, warranties or covenants in any Loan Guarantee related specifically to such Member, principal or Affiliate (e.g., financial covenants, delivery of its financial statements, good standing, etc.). “Nonrecourse Deductions” has the meaning set forth in Treasury Regulations Sections 1.704-2(b) and 1.704-2(c). “Non-Recourse Person” has the meaning given in Section 8.9. “Parties” means WILLIS, GEM, and the COMPANY. “Partnership Representative” has the meaning set forth in Section 10.3(a). “Percentage Interest” shall mean, with respect to a Member (or group of Members) as of the applicable time of determination, a fraction (expressed as a percentage), the numerator of which is the total number of Membership Units held by such Member as of such time and the denominator of which is the total number of Membership Units outstanding at the time of determination. “Permitted Transferee” means [***]. “Person” shall be construed broadly and includes an individual, a partnership, a limited liability company, a corporation, an association, a joint stock company, a trust, a joint venture, an unincorporated organization and a Governmental Entity. “Profits” and “Losses” shall mean, for each Fiscal Year or other applicable taxable period, an amount equal to the taxable income or loss of the COMPANY for such Fiscal Year or other applicable taxable period, determined in accordance with Section 703(a) of the Code (including, for this purpose, all items of income, gain, loss or deduction required to be stated separately pursuant to Section 703(a)(1) of the Code) and with the accounting methods used by the COMPANY for U.S. federal income tax purposes, with the following adjustments: (a) any income of the COMPANY that is exempt from U.S. federal income tax and not otherwise taken into account in computing Profits or Losses pursuant to this definition shall be added to such taxable income or loss; (b) any expenditures of the COMPANY described in Section 705(a)(2)(B) of the Code or treated as Section 705(a)(2)(B) expenditures pursuant to Treasury Regulations Section 1.704- 1(b)(2)(iv)(i) (other than expenses in respect of which an election is properly made under Section 709 of the Code), and not otherwise taken into account in computing Profits or Losses pursuant to this definition shall be subtracted from such taxable income or loss; (c) if the Book Value of any asset of the COMPANY differs from its adjusted tax basis for U.S. federal income tax purposes, any gain or loss resulting from a disposition of such asset (which gain or loss is recognized for U.S. federal income tax purposes) shall be calculated by reference to the Book Value of the asset disposed of; 78378947;16 4139-5401-0203.3 (d) in the event the Book Value of any asset of the COMPANY is adjusted pursuant to clause (a) or (b) of the definition of “Book Value,” the amount of the adjustment shall be included as gain or loss in computing such taxable income or loss; (e) in lieu of depreciation, amortization and other cost recovery deductions taken into account in computing such taxable income or loss, there shall be taken into account Depreciation for such Fiscal Year or other applicable taxable period, computed in accordance with the definition of “Depreciation”; (f) to the extent an adjustment to the adjusted tax basis of any asset of the COMPANY pursuant to Section 734(b) of the Code is required, pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts as a result of a distribution other than in liquidation of a Member’s Membership Interest, the amount of such adjustment shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases the basis of the asset) from the disposition of such asset and shall be taken into account for purposes of computing Profits or Losses; and (g) anything to the contrary in the above provisions of this definition of “Profits” and “Losses” notwithstanding, any items of income, gain, loss or deduction that are specially allocated pursuant to Section 7.2 shall not be taken into account in computing Profits or Losses. “Prohibited Transfer” means any proposed Transfer that would: (a) require the registration of such Transferred Membership Units pursuant to any applicable foreign, federal, provincial or state securities or “blue sky” Laws or otherwise require the COMPANY to become subject to reporting obligations under the Exchange Act; (b) subject the COMPANY, the Board, its partners, stockholders or members or any of their Affiliates to regulation under the Investment Company Act of 1940, as amended, Title I of ERISA or the Investment Advisers Act of 1940, as amended; (c) result in a violation of any applicable Law, including but not limited to any applicable securities, ERISA, antitrust, anti-money laundering or anti-corruption Laws; (d) cause the COMPANY to cease to be classified as a partnership for U.S. federal or state income tax purposes; (e) cause the COMPANY to become a “publicly traded partnership,” as such term is defined in Section 469(k)(2) or 7704(b) of the Code; (f) be to any Person who lacks the legal right, power or capacity to own such Membership Units; or (g) violate any financing or agreement of the Company or any of its Subsidiaries.
78378947;16 4139-5401-0203.3 "Property" means that certain real property located at Real property located at 17546 Bee Line Highway, Jupiter Florida 33478. “Proportionate Percentage” means, with respect to any Member as of the applicable time of determination, a fraction (expressed as a percentage), the numerator of which is the total number of Common Units held by such Member as of such time and the denominator of which is the total number of Common Units and outstanding at the time of the determination. “Regulatory Allocations” has the meaning set forth in Section 7.4. "Related-Party Agreement" means any agreement, arrangement, transaction, or understanding between the COMPANY and any Member or Manager or any Affiliate of a Member or Manager. “Securities” means, with respect to any Person, such Person’s “securities” as defined in Section 2(1) of the Securities Act and includes such Person’s capital stock, membership interests or other equity interests or any options, warrants or other securities that are directly or indirectly convertible into, or exercisable or exchangeable for, such Person’s capital stock, membership interests or other equity or equity-linked interests, including phantom stock and stock appreciation rights. “Securities Act” means the Securities Act of 1933, as amended from time to time, and the rules and regulations promulgated thereunder. “Subsidiary” means any corporation, partnership, limited liability company or other entity of which the securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other persons performing similar functions are directly or indirectly owned by a Person. “Tax” means all taxes, charges, levies, penalties or other assessments imposed by any U.S. federal, state, local or foreign taxing authority, including income, excise, property, sales, transfer, franchise, payroll, withholding, social security or other similar taxes, including any interest or penalties attributable thereto. “Tax Advances” has the meaning set forth in Section 10.6. “Tax Distribution” has the meaning set forth in Section 6.2. Tax Rate” shall mean, for any Fiscal Year, the sum of the highest marginal federal, state and local income tax rates applicable to any Member (or any Member’s partners, members or shareholders (in the case of a Member that is a Subchapter S corporation) (including any applicable Medicare tax)) residing in the United States but taking into account the character of the COMPANY’s income and the deductibility of any such taxes for federal income tax purposes, as reasonably determined by the Board, based on the information provided by the Members. "Third Party Purchaser" means any Person who, immediately prior to the contemplated transaction, (a) does not directly or indirectly own or have the right to acquire any outstanding 78378947;16 4139-5401-0203.3 Membership Units, (b) is not an Affiliate of any Person who directly or indirectly owns or has the right to acquire any Membership Units, or (c) is not a Permitted Transferee. “Transfer,” “Transferred” or “Transferring” means any direct or indirect transfer, assignment, sale, gift, pledge, hypothecation or other encumbrance, or any other disposition, of Membership Units (or any interest therein or right thereto) or of all or part of the voting power associated with Membership Units (or any interest therein) whatsoever, or any other transfer of beneficial ownership of Membership Units, whether voluntary or involuntary (by operation of law or otherwise), including (a) as part of any liquidation of a Member’s assets or (b) as a part of any reorganization of a Member pursuant to the United States, state, foreign or other bankruptcy law or other similar debtor relief laws. “Treasury Regulations” means the regulations promulgated by the U.S. Department of the Treasury pursuant to and in respect of provisions of the Code. “Valuation Firm” means a nationally recognized valuation or investment banking firm with 10 or more years of experience appraising companies whose core business is Aerospace/MRO (Maintenance Repair & Overhaul), [which for the avoidance of doubt shall include, but not be limited to, PricewaterhouseCoopers]. “Willis Competitor” means [***]. “Yearly Budget” means the annual budget, as established from time to time and approved in accordance with Article 11.2.
Exhibit 31.1
CERTIFICATIONS
I, Austin C. Willis, certify that:
1. I have reviewed this report on Form 10-Q of Willis Lease Finance Corporation;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Date: | May 6, 2025 | /s/ Austin C. Willis | |||||||||
| Austin C. Willis | |||||||||||
| Chief Executive Officer | |||||||||||
Exhibit 31.2
CERTIFICATIONS
I, Scott B. Flaherty, certify that:
1. I have reviewed this report on Form 10-Q of Willis Lease Finance Corporation;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Date: | May 6, 2025 | /s/ Scott B. Flaherty | |||||||||
| Scott B. Flaherty | |||||||||||
| Chief Financial Officer | |||||||||||
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Each of the undersigned hereby certifies, in his or her capacity as an officer of Willis Lease Finance Corporation (the “Company”), for purposes of 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his or her knowledge:
•the Quarterly Report of the Company on Form 10-Q for the period ended March 31, 2025 fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and
•the information contained in such report fairly presents, in all material respects, the financial condition and results of operation of the Company.
| Dated: May 6, 2025 | |||||
| /s/ Austin C. Willis | |||||
| Austin C. Willis | |||||
| Chief Executive Officer | |||||
| /s/ Scott B. Flaherty | |||||
| Scott B. Flaherty | |||||
| Chief Financial Officer | |||||