Contract analysis

I. Introduction and Purpose of This Memorandum This memorandum provides detailed instructions for the preparation of your expert report in connection with the defense of Whitmore Aerospace LLC ("WAL" or "Respondent") in the arbitration proceeding initiated by Kestrel Dynamics GmbH ("Kestrel" or "Claimant") before the International Court of Arbitration of the International Chamber of Commerce, ICC Case No. 27914/MHM.

II. Background on the Dispute The following summary of the relevant factual and contractual background is provided to assist you in understanding the context of your expert assignment. This summary is based on the contractual documents, the parties' pleadings, and relevant correspondence and records produced in the arbitration. You will, of course, review the underlying documents yourself and should form your own und

III. Scope of Expert Assignment A. Primary Analytical Tasks We ask you to address the following five primary analytical tasks in your expert report. Each task is described in detail below, together with guidance on the approach we believe would be most helpful to WAL's defense. However, as discussed in Section VI.B below, your overriding duty is to the Tribunal, and all opinions expressed in your report must be your

1. Porosity Analysis of Each Rejected Lot Dr. Chow is asked to conduct an independent metallurgical analysis of the porosity data for each of the fourteen (14) rejected lots, identified as Lot KDG-2022-0307 through Lot KDG-2022-0919. For each lot, you should identify the measured porosity level or range of measurements, describe the testing methodology used by WAL in its incoming inspection, and determine whether the

2. Evaluation of WAL's Inspection Methodology Dr. Chow is asked to review and opine on the reliability and appropriateness of WAL's incoming inspection procedures under WAL Quality Control Procedure WAL-QCP-100. This task encompasses several sub-topics: • The testing instruments and methodologies used by WAL to measure porosity in the delivered turbine housings, including any non-destructive testing (NDT) techniques

3. Response to Kestrel's "Unpublished Standard" Argument Dr. Chow is specifically asked to address Kestrel's central technical contention — namely, the allegation that WAL applied an unpublished porosity tolerance of ≤0.15% rather than the contractual ≤0.25%. This contention, if accepted by the Tribunal, would undermine WAL's position that the rejections were justified. In addressing this contention, you should evalu

4. Assessment of Kestrel's Quality Assurance Processes Dr. Chow is asked to opine on the adequacy of Kestrel's quality assurance ("QA") processes under AS9100 Rev D. Specifically, you should address: • Whether Kestrel's AS9100 Rev D-certified quality management system, as documented in Kestrel's internal QA procedures produced in this arbitration, included adequate process controls for monitoring and controlling poro

5. Evaluation of Ti-6Al-4V ELI Material Properties Dr. Chow should opine on the significance of porosity levels in Ti-6Al-4V ELI titanium alloy in the context of aerospace turbine housing applications. This task provides the engineering and safety context for the porosity specification at issue and for WAL's rejection decisions. You should address: • The general material properties of Ti-6Al-4V ELI and its suitabilit

IV. Materials to Be Reviewed Set forth below is a list of the principal documents and materials that you should review in connection with the preparation of your expert report. This list is organized by category. We will arrange for delivery of these materials to you in electronic form, with Bates-stamped copies as appropriate. If you identify additional materials that you need to review, please advise us promptly an

1. Master Supply Agreement dated June 15, 2018 (WAL-KDG-MSA-2018-0615), including all appendices, schedules, and exhibits thereto;

2. WAL-SPEC-TH-401 through WAL-SPEC-TH-410 (Engineering Specifications for Titanium Alloy Turbine Housings), with particular attention to WAL-SPEC-TH-401, Appendix C, Table 3, which sets forth the porosity specification of ≤0.25%;

3. Amendment No. 1 to the MSA, dated February 10, 2020; and

4. Amendment No. 2 to the MSA, dated September 3, 2021. B. Quality and Inspection Records The following quality and inspection records are directly relevant to your primary analytical tasks:

1. WAL Quality Control Procedure WAL-QCP-100, including the current version and any prior versions that were in effect during the relevant period (March 2022 through September 2022);

2. WAL incoming inspection reports and test data for all fourteen (14) rejected lots (Lot KDG-2022-0307 through Lot KDG-2022-0919), including porosity measurements, dimensional inspection data, non-destructive testing results (including any radiographic, ultrasonic, or computed tomography inspection records), and any destructive test results (including metallographic cross-sections and image analysis data);

3. WAL rejection notices issued for each of the fourteen (14) rejected lots, including any accompanying documentation or technical reports;

4. Correspondence between WAL and Kestrel regarding each lot rejection and cure efforts, including communications involving the following individuals: • On the WAL side: Gerald Huang, Vice President, Global Supply Chain Operations; and Dr. Ingrid Vollmer, Senior Vice President, Engineering & Manufacturing; • On the Kestrel side: Friedrich Brenner, Managing Director; Luisa Erdmann, Commercial Director; and Dr. Stefan

1. Kestrel's internal quality testing records for the fourteen (14) rejected lots, including Kestrel's own porosity measurements and inspection results;

2. Kestrel's AS9100 Rev D certification documentation and audit records, including internal audit reports and any corrective action records relevant to the period in question; and

3. Kestrel's internal process controls and inspection procedures for Ti-6Al-4V ELI titanium alloy turbine housings, including any standard operating procedures, work instructions, and process flow diagrams governing the manufacturing and quality inspection processes. D. Physical Samples (If Available) Dr. Chow should advise whether, in his professional judgment, physical examination or re-testing of retained samples

1. Kestrel's Statement of Claim, filed April 28, 2023, including all supporting exhibits and witness statements;

2. WAL's Statement of Defense and Counterclaim, filed June 30, 2023, including all supporting exhibits and witness statements;

3. Kestrel's Reply and Defense to Counterclaim, filed August 11, 2023; and

4. WAL's Rejoinder, filed September 29, 2023. We note that WAL's Rejoinder may not yet have been filed at the time you receive this memorandum; it will be provided to you promptly upon filing. To the extent that additional pleadings or submissions are filed prior to the completion of your expert report, we will provide those to you as well.

V. Specific Questions for Dr. Chow's Expert Report The following questions should be addressed in your expert report. These questions are organized into four thematic categories corresponding to the principal issues in the case. For each question, your report should set forth your findings, opinions, and the basis and reasoning for each opinion. A. Porosity Compliance Question 1. For each of the fourteen (14) rejecte

VI. Format and Requirements for the Expert Report A. Report Structure Your expert report should be a comprehensive, self-contained document that can be read and understood by the members of the Tribunal without reference to other materials. While the arbitrators are experienced in resolving complex commercial disputes, they are not metallurgists, and your report should accordingly be written in a manner that is acces

VII. Coordination and Communication All communications regarding this engagement should be directed to: Jeffrey Park (Primary Contact) Associate Calderwood & Harkness LLP 600 Lexington Avenue New York, NY 10022 Telephone: (212) 555-4700 Email: j.park@calderwoodharkness.com Simone Laroche (Secondary Contact) Senior Associate Calderwood & Harkness LLP 600 Lexington Avenue New York, NY 10022 Telephone: (212) 555-4712 Em

VIII. Hearing Testimony Dr. Chow should expect to testify as an expert witness at the evidentiary hearing in this arbitration. The hearing is currently scheduled for January 8–12, 2024 at the ICC Hearing Centre in New York, New York. While the hearing schedule is subject to change, we anticipate that expert testimony will occupy one to two hearing days, likely on January 10 and/or January 11, 2024. Your testimony at

IX. Confidentiality All materials provided to you in connection with this engagement — including contractual documents, inspection records, quality records, pleadings, correspondence, and any other documents or information — are strictly confidential. These materials are subject to the confidentiality provisions of the Expert Engagement Letter dated March 2023 between C&H and Arclight, as well as any applicable confi

X. Conclusion Dr. Chow's metallurgical analysis is central to WAL's defense in this arbitration. The core of WAL's position is that its rejection of the fourteen lots delivered by Kestrel between March and September 2022 was based on objective, documented, and contractually specified quality criteria — specifically, the ≤0.25% porosity limit expressly stated in WAL-SPEC-TH-401, Appendix C, Table 3. Kestrel's allegati