1019-00001 · Haber Reinhardt Schlosser Partners · Experts

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Contract analysis Extract to table

PRIVILEGED & CONFIDENTIAL ATTORNEY WORK PRODUCT

CALDERWOOD & HARKNESS LLP Counselors at Law

600 Lexington Avenue New York, New York 10022

Telephone: (212) 555-7800 Facsimile: (212) 555-7801 www.calderwoodharkness.com

March 15, 2023

Via Email (n.ostrovsky@ridgelineecon.com) and U.S. Mail

Dr. Nadia Ostrovsky Managing Director Ridgeline Economic Consulting LLC 200 Park Avenue, Suite 3400 New York, New York 10166

Re: Engagement of Ridgeline Economic Consulting LLC as Damages Expert ICC Case No. 27914/MHM — Kestrel Dynamics GmbH v. Whitmore Aerospace LLC C&H Engagement No.: 1019-00001

Dear Dr. Ostrovsky:

We are pleased to write to you on behalf of Calderwood & Harkness LLP ("C&H" or the "Firm") regarding the engagement of Ridgeline Economic Consulting LLC ("Ridgeline") and you, personally, as Respondent's independent damages expert in the above-referenced international arbitration. This letter (the "Engagement Letter") sets forth the terms and conditions under which Ridgeline and you will provide expert consulting and testimony services in connection with this matter.

We appreciate your willingness to discuss this engagement with us during our meetings on February 22 and March 7, 2023, and we look forward to working with you and your team. The purpose of this letter is to formalize the terms of the retention, describe the scope of the assignment, and set forth the mutual obligations of the parties. Upon your countersignature of this Engagement Letter, it shall constitute a binding agreement between C&H and Ridgeline governing the engagement.

1. Introduction and Purpose of Engagement

Calderwood & Harkness LLP represents Whitmore Aerospace LLC ("WAL"), a Delaware limited liability company headquartered at 4200 Wilson Boulevard, Suite 1100, Arlington, Virginia 22203. WAL is the Respondent in an arbitration proceeding administered by the International Chamber of Commerce ("ICC") under ICC Case No. 27914/MHM, commenced by Kestrel Dynamics GmbH ("Kestrel"), a German Gesellschaft mit beschränkter Haftung registered in Stuttgart, Germany (Trade Register No. HRB 745621, Amtsgericht Stuttgart).

The arbitration arises from Kestrel's allegations that WAL materially breached a Master Supply Agreement for Titanium Alloy Turbine Housings dated June 15, 2018 (the "MSA"), as subsequently amended by Amendment No. 1, dated February 10, 2020, and Amendment No. 2, dated September 3, 2021 (the MSA and its amendments, collectively, the "Agreement"). In its Request for Arbitration filed on November 7, 2022, Kestrel seeks damages in the approximate amount of €47.3 million, together with interest, costs, and such other relief as the Tribunal may deem appropriate. WAL vigorously contests liability and the quantum of Kestrel's damages claims, and has filed a counterclaim seeking recovery of costs incurred in procuring replacement components following its termination of the MSA for cause.

C&H is retaining you and Ridgeline to serve as WAL's independent damages expert in this matter. Your role will encompass both (i) the preparation of a rebuttal expert report critically evaluating the quantum of damages claimed by Kestrel and the methodology and calculations employed by Kestrel's retained damages expert, and (ii) an affirmative analysis supporting the quantification of WAL's counterclaim for replacement-component costs.

The responsible partner for this matter is Theodore Langston. The billing partner is Vivienne St. Claire. The lead associate who will coordinate day-to-day communications and workflow with Ridgeline is Simone Laroche, Senior Associate. Their respective contact information is provided in Section 9 of this Engagement Letter.

2. Background of the Dispute

To provide context for your engagement, we summarize below the key facts and procedural history of the dispute. This summary is provided for background purposes and should not be treated as a comprehensive recitation of all relevant facts; additional facts and documents will be provided to you as the engagement progresses.

2.1 The Master Supply Agreement

The MSA governs the supply of Ti-6Al-4V ELI (Extra Low Interstitial) titanium alloy turbine housings by Kestrel to WAL over a five-year term commencing June 15, 2018 and expiring June 14, 2023. The Agreement also included two optional one-year renewal periods, exercisable solely at WAL's discretion upon written notice delivered no later than 120 days prior to the expiration of the then-current term.

Under the MSA as originally executed, WAL committed to a minimum annual volume of 2,400 units, with a maximum annual volume of 3,600 units. Amendment No. 1, executed on February 10, 2020, increased the maximum annual volume to 4,000 units to accommodate WAL's projected growth in its defense and commercial aerospace production programs. Amendment No. 2, executed on September 3, 2021, addressed certain quality-assurance procedures and extended the cure period for non-conforming deliveries from 30 calendar days to 45 calendar days, among other modifications.

The unit pricing under the MSA was established at a base Contract Year 1 ("CY1") price of €4,850.00 per unit, with an escalation of 2.5% per annum, compounded annually. Accordingly, the unit prices for each contract year are as follows:

At the minimum annual volume of 2,400 units across all five contract years, the aggregate contract value of the MSA is approximately €61.2 million. The Agreement is governed by the laws of the State of New York. Section 18.1 of the MSA provides that all disputes arising out of or in connection with the Agreement shall be finally resolved by arbitration under the ICC Rules of Arbitration (2021 edition), with the seat of arbitration in New York, New York.

2.2 The Quality Dispute and Termination

Between March 7, 2022 (Lot KDG-2022-0307) and September 19, 2022 (Lot KDG-2022-0919), WAL's quality-assurance team rejected a total of fourteen (14) lots, comprising 1,680 units, for non-conformance with the contractual porosity specification. Specifically, these units failed to meet the maximum allowable porosity threshold of ≤0.25%, as set forth in WAL-SPEC-TH-401, Appendix C, Table 3 of the MSA. The rejections were documented through WAL's standard Non-Conformance Report ("NCR") process and communicated to Kestrel in accordance with the notice provisions of § 8.2 of the MSA.

Of the fourteen rejected lots, seven remained uncured beyond the 45-calendar-day cure period (as extended by Amendment No. 2). Under § 8.4 of the MSA, three or more uncured rejections within any rolling twelve-month period constitute a "Persistent Quality Failure," entitling the non-defaulting party to terminate the Agreement for cause. Having satisfied the conditions precedent under § 14.2(b), WAL issued a formal Notice of Termination for Cause to Kestrel on October 3, 2022, effective immediately.

2.3 Procedural History of the Arbitration

Kestrel filed its Request for Arbitration with the ICC Secretariat on November 7, 2022, naming C&H's client, WAL, as Respondent. WAL filed its Answer and Counterclaim on December 12, 2022, denying Kestrel's claims in their entirety and asserting a counterclaim for replacement-component costs in the approximate amount of €5.17 million.

The Tribunal was constituted on January 20, 2023. The members of the Tribunal are:

• Prof. Dame Eleanor Fitzwilliam (Presiding Arbitrator)

• Dr. Hans-Ulrich Perren (Arbitrator nominated by Claimant)

• Hon. Robert A. Castillo (Ret.) (Arbitrator nominated by Respondent)

The Tribunal issued Procedural Order No. 1 on February 14, 2023, establishing the procedural calendar for the arbitration. Key dates relevant to the expert engagement include the exchange of expert reports on October 16, 2023, the exchange of rebuttal expert reports on November 13, 2023, and the evidentiary hearing, currently scheduled for January 8–12, 2024.

Kestrel is represented by Haber Reinhardt Schlosser Partnerschaft mbB ("HRS"), a German law firm based in Munich, led in this matter by Dr. Maximilian Haber. Kestrel has retained as its damages expert Prof. Dieter Langfeld, Partner at Rheinsberg Advisory AG, Talstrasse 62, 8001 Glenrock Assurance, Switzerland. Prof. Langfeld's expert report is expected to be served simultaneously with Ridgeline's report on October 16, 2023.

3. Scope of Engagement

The scope of Ridgeline's engagement in this matter encompasses the following areas, each of which is described in greater detail below. We recognize that the scope may evolve as the arbitration progresses, and we will consult with you regarding any material changes.

3.1 Primary Assignment — Rebuttal of Claimant's Damages Claims

Your primary assignment is to analyze and prepare an independent expert report addressing and rebutting the damages claimed by Kestrel in this arbitration. Kestrel's damages claim totals approximately €47.3 million, which is broken down as follows according to Kestrel's Request for Arbitration:

(a) Lost profits for the remaining MSA term (CY5): approximately €12.83 million, representing the profits Kestrel claims it would have earned on deliveries during the final year of the MSA term had the Agreement not been terminated;

(b) Lost profits for the two optional renewal-term years: approximately €27.15 million, representing the profits Kestrel claims it would have earned had WAL exercised both one-year renewal options;

(c) Cost of unreimbursed rework on rejected lots: approximately €3.42 million, representing costs Kestrel claims it incurred in attempting to cure non-conforming lots; and

(d) Reputational damages and loss of other business opportunities: approximately €3.90 million, representing damages Kestrel claims to have suffered to its reputation and business relationships as a result of WAL's termination of the MSA.

You will be expected to critically evaluate the damages methodology, assumptions, inputs, and calculations presented by Kestrel's damages expert, Prof. Dieter Langfeld of Rheinsberg Advisory AG, once his report is served. Under the procedural calendar established by the Tribunal, expert reports are to be exchanged on October 16, 2023. Your analysis should, at a minimum, address the following specific areas of focus:

(i) Operating Margin Analysis. Kestrel's damages claim appears to be based on a claimed operating margin of 22.4%. You should examine whether this margin is supported by Kestrel's audited financial statements, including its Jahresabschlüsse (annual financial statements) filed with the Bundesanzeiger, and whether the margin is consistent with industry benchmarks for precision titanium component manufacturers. You should also evaluate whether Kestrel has properly allocated fixed and variable costs, overhead, and other operating expenses in arriving at this margin figure.

(ii) Lost-Profit Calculations for the Remaining MSA Term. You should assess whether Kestrel's lost-profit calculations properly account for the contractual pricing escalation formula (2.5% compounded annually), the applicable volume ranges (minimum 2,400 units, maximum 4,000 units), and any incremental costs Kestrel would have incurred in fulfilling orders during CY5. You should also consider whether Kestrel has appropriately accounted for any mitigation of damages through sales to alternative customers.

(iii) Renewal-Period Lost Profits. The largest component of Kestrel's damages claim — approximately €27.15 million — represents lost profits for the two optional renewal-term years. You should critically evaluate whether inclusion of renewal-period lost profits is economically justified given that the renewal options were exercisable solely at WAL's discretion, creating no contractual obligation on WAL's part to renew the MSA. Your analysis should address the probability of renewal, industry practices regarding exercise of renewal options in long-term supply agreements, any contemporaneous evidence bearing on WAL's renewal intentions, and the appropriate economic framework for evaluating expectation damages tied to unexercised options.

(iv) Reputational Damages. You should evaluate whether Kestrel's reputational damages claim of €3.90 million is supported by objective, quantifiable economic evidence, or whether it is inherently speculative. Specifically, you should assess whether Kestrel has identified specific lost business opportunities, whether any claimed reputational harm is causally linked to WAL's termination (as opposed to Kestrel's own quality failures), and whether Kestrel's methodology for quantifying reputational damages conforms to accepted economic and valuation principles.

(v) Rework Cost Claim. You should assess whether Kestrel's claimed rework costs of €3.42 million are properly documented, whether they are causally linked to WAL's actions versus Kestrel's own quality failures (i.e., the porosity non-conformances), and whether the quantum of claimed rework costs is reasonable under the circumstances.

(vi) Contractual Limitations on Damages. Section 8.7 of the MSA contains an exclusive remedy provision and a mutual waiver of consequential damages. You should evaluate how these contractual provisions affect the categories and quantum of damages claimed by Kestrel, including in particular whether the reputational damages claim and the renewal-period lost-profit claim fall within the scope of the consequential damages waiver. While this is ultimately a legal question, your economic analysis should address the implications of these provisions on the damages quantum.

3.2 Affirmative Analysis — Quantification of WAL's Counterclaim

In addition to your rebuttal analysis, you will provide an independent economic analysis supporting the quantification of WAL's counterclaim for replacement-component costs. WAL's counterclaim seeks approximately €5.17 million, representing the premium WAL incurred in procuring replacement Ti-6Al-4V ELI titanium alloy turbine housings from an alternative supplier, Valkyr Precision Components Inc. ("Valkyr"), located at 4401 East Irvington Road, Tucson, Arizona 85714.

The counterclaim is calculated as follows:

• Replacement units required: 1,680 (equal to the number of non-conforming units rejected from Kestrel lots)

• Valkyr unit price: €8,432.92

• Kestrel CY4 unit price: €5,222.92

• Per-unit premium: €3,210.00 (i.e., €8,432.92 minus €5,222.92)

• Gross replacement cost premium: €5,392,800.00 (i.e., €3,210.00 × 1,680 units)

• Less: Valkyr introductory discount of 4.2%: multiplied by 0.958

• Net replacement cost premium: approximately €5,166,463 (rounded in WAL's pleading to €5.17 million)

Your analysis should assess the reasonableness of WAL's mitigation efforts and the reasonableness of the Valkyr replacement pricing within the context of the relevant market for precision titanium alloy aerospace components. Specifically, you should address whether WAL conducted an adequate market survey before selecting Valkyr as the replacement supplier, whether the Valkyr pricing is consistent with prevailing market rates for comparable Ti-6Al-4V ELI components, and whether the introductory discount obtained by WAL reflects the exercise of reasonable commercial efforts to mitigate its damages.

3.3 Forensic Accounting Coordination

C&H has separately retained Canfield & Thorpe LLP to conduct a forensic accounting review of Kestrel's claimed lost-profit damages. The engagement partner at Canfield & Thorpe is Sandra Gillespie, CPA/ABV, whose office is located at 1345 Avenue of the Americas, New York, New York 10105. Ms. Gillespie's forensic accounting team will be reviewing Kestrel's financial records, cost allocations, and margin calculations at a granular level.

You will be expected to coordinate with Ms. Gillespie and her team as necessary to ensure that the assumptions, data inputs, and factual predicates underlying the forensic accounting analysis are consistent with those employed in your expert damages report. It is critical that the forensic accounting work product and your expert analysis present a cohesive and internally consistent analytical framework. All such coordination will be conducted at the direction of, and under the supervision of, C&H counsel. C&H will facilitate introductions and schedule an initial coordination meeting at the appropriate time.

3.4 Expert Report and Testimony

You will prepare a written expert report suitable for submission to the Tribunal, in compliance with the ICC Rules of Arbitration (2021 edition) and any procedural orders issued by the Tribunal, including Procedural Order No. 1 (dated February 14, 2023). Your expert report should be a self-contained document that sets forth your qualifications, the materials you reviewed, the methodology you employed, the analyses you performed, and the opinions you reached. All opinions must be stated to a reasonable degree of economic certainty.

Following the exchange of expert reports on October 16, 2023, you will prepare a rebuttal expert report responding to the report of Prof. Dieter Langfeld. Rebuttal expert reports are to be exchanged on November 13, 2023. Your rebuttal report should address the key assumptions, methodological choices, and conclusions in Prof. Langfeld's report, and should explain any areas of agreement and disagreement between your analyses.

You must be available to testify at the evidentiary hearing, which is currently scheduled for January 8–12, 2024, at the ICC Hearing Centre in New York, New York. Testimony by damages experts will likely take the form of direct examination, cross-examination, and Tribunal questioning. The Tribunal may also employ a "hot-tub" or concurrent evidence format, in which you and Prof. Langfeld would present testimony simultaneously on specific issues, with questioning from the arbitrators. We will prepare you thoroughly for any format of testimony employed.

Throughout this engagement, you must at all times testify and opine as an independent expert, not as an advocate for WAL's position. Your opinions must be your own, based on the facts and data you have reviewed and the analytical methods you have applied. While C&H will provide you with legal context, factual background, and documents, the substance of your opinions and the conclusions you draw must reflect your independent professional judgment.

4. Materials to Be Provided

C&H will provide you with the following categories of documents and materials to support your work in this engagement. Additional materials will be provided as they become available through the course of the arbitration proceedings, including through document production and the filing of further submissions:

(a) The Master Supply Agreement dated June 15, 2018 (document reference WAL-KDG-MSA-2018-0615), together with all schedules, appendices, and exhibits thereto;

(b) Amendment No. 1 to the MSA, dated February 10, 2020;

(d) Kestrel's Statement of Claim, which is due to be filed on April 28, 2023 per the procedural calendar, together with all supporting exhibits, when available;

(e) Prof. Dieter Langfeld's expert report, when served, which is anticipated on October 16, 2023, together with all supporting exhibits, appendices, and workpapers;

(f) WAL's internal financial records relating to the MSA, including purchase orders, invoices, payment records, delivery confirmations, and correspondence with Kestrel;

(g) Kestrel's financial data and documents obtained through the document production process under Procedural Order No. 2 (dated March 17, 2023), including, to the extent produced, Kestrel's audited financial statements, cost accounting records, internal budgets, and management reports;

(h) Lot rejection notices, cure notices, cure correspondence, and inspection reports relating to Lots KDG-2022-0307 through KDG-2022-0919, including the underlying non-conformance reports and metallurgical test results;

(i) Valkyr Precision Components Inc. purchase orders, invoices, pricing documentation, and any related correspondence between WAL and Valkyr;

(j) WAL's quality-control procedures (WAL-QCP-100) and engineering specifications (WAL-SPEC-TH-401 through WAL-SPEC-TH-410), for context and background purposes; and

(k) Any additional materials as identified during the course of the engagement, including deposition transcripts, witness statements, and additional expert reports or submissions.

We will arrange for the secure electronic transmission of these documents through C&H's document management platform and will provide access credentials for the relevant document review workspace. Hard copies of key documents, including the MSA and its amendments, will be provided by courier.

5. Independence and Impartiality

As a damages expert retained in connection with an ICC international arbitration, you and Ridgeline must at all times maintain your independence and impartiality. This obligation is consistent with the requirements of the ICC Rules of Arbitration and the expectations of the Tribunal.

You must promptly disclose to C&H any circumstances, whether past or present, that might give rise to justifiable doubts as to your independence or impartiality in this matter. Such circumstances include, but are not limited to, any financial, professional, personal, or other relationships with any party, counsel, or arbitrator in this proceeding.

We respectfully request that you confirm, by countersigning this Engagement Letter, that neither you nor Ridgeline, nor any member of Ridgeline's professional staff who may work on this engagement, has any current or prior relationship — whether professional, financial, familial, or otherwise — with any of the following persons and entities:

• Kestrel Dynamics GmbH;

• Haber Reinhardt Schlosser Partnerschaft mbB, or any of its partners or associates, including Dr. Maximilian Haber;

• Rheinsberg Advisory AG, or any of its partners or consultants, including Prof. Dieter Langfeld;

• Prof. Dame Eleanor Fitzwilliam (Presiding Arbitrator);

• Dr. Hans-Ulrich Perren (Claimant's nominated Arbitrator); or

• Hon. Robert A. Castillo (Ret.) (Respondent's nominated Arbitrator).

If any such relationship exists or comes into existence during the course of this engagement, you must disclose it immediately to C&H so that we may assess any potential conflict and take appropriate steps.

6. Confidentiality

All information, documents, data, communications, analyses, and work product provided to or generated by Ridgeline in connection with this engagement are strictly confidential. Such materials are provided to Ridgeline at the direction of counsel for WAL and are subject to the protections of the attorney-client privilege, the work product doctrine, and any applicable confidentiality orders issued by the Tribunal.

Ridgeline shall not disclose, disseminate, distribute, publish, or otherwise communicate any confidential information to any third party — including, without limitation, any other clients of Ridgeline, any academic or professional contacts, or any media outlet — without the prior written consent of C&H. This restriction applies to all information received from C&H, WAL, or any other source in connection with this engagement, as well as to all analyses, draft reports, notes, memoranda, and other work product generated by Ridgeline.

Ridgeline shall implement and maintain appropriate administrative, technical, and physical safeguards for the storage, handling, and transmission of all confidential materials received or created in connection with this engagement. Such safeguards shall include, at a minimum, password-protected electronic storage, encrypted file transmission, restricted access limited to authorized Ridgeline personnel working on this engagement, and secure physical storage of any hard-copy documents.

Upon the conclusion of this engagement — whether by completion of the arbitration proceedings, termination of the engagement, or otherwise — Ridgeline shall, at C&H's direction, either (a) return all confidential materials to C&H, or (b) destroy all confidential materials and provide written certification of such destruction. Ridgeline may retain one archival copy of its final expert report(s) and related workpapers solely for professional records and regulatory compliance purposes, subject to the continuing confidentiality obligations set forth herein.

The confidentiality obligations set forth in this Section 6 shall survive the termination or expiration of this engagement and shall remain in full force and effect indefinitely.

7. Fee Arrangements and Billing

Ridgeline's fees for the services described in this Engagement Letter will be billed on an hourly basis at Ridgeline's standard professional rates, which shall be set forth in a separate rate schedule to be appended hereto as Schedule A or provided under separate cover. Any changes to Ridgeline's rates during the course of the engagement shall be communicated to C&H in writing at least 30 days prior to their effective date.

Ridgeline shall submit monthly invoices to C&H, addressed to Simone Laroche at the address set forth in Section 9, with a copy transmitted electronically to the firm's accounts payable department. Each invoice shall contain sufficient detail to describe the work performed, including the date of each time entry, the identity of the professional performing the work, the number of hours expended, the applicable hourly rate, and a narrative description of the tasks performed. Invoices shall separately itemize any disbursements or out-of-pocket expenses incurred during the billing period.

Invoices will be reviewed and processed by C&H and will be billed through to WAL as part of C&H's costs and disbursements on this matter. C&H will use reasonable efforts to process invoices promptly. Payment terms shall be net 30 days from receipt of a properly submitted invoice.

Ridgeline shall obtain advance written approval from C&H — specifically, from Simone Laroche or Theodore Langston — for any individual disbursement or out-of-pocket expense exceeding $5,000.00. This includes, without limitation, research database charges, data processing costs, consultant fees, and travel expenses. Travel expenses related to the evidentiary hearing or other proceedings shall be reimbursed at cost, subject to C&H's expense guidelines, a copy of which will be provided upon request. Air travel shall be at coach or economy class for domestic flights and business class for international flights exceeding six hours. Hotel accommodations shall be at reasonable business-class hotels.

8. Term and Termination

This engagement shall commence upon the execution of this Engagement Letter by both parties and shall continue until the conclusion of the ICC arbitration proceedings in Case No. 27914/MHM, including any post-award proceedings such as requests for correction, interpretation, or supplementation of the award, or any annulment or enforcement proceedings in which Ridgeline's continued participation is required.

Notwithstanding the foregoing, either party may terminate this engagement upon thirty (30) days' prior written notice to the other party. Any termination shall be subject to Ridgeline's ongoing obligations to the Tribunal, if any, including any obligation to make itself available for testimony at a hearing that has already been scheduled at the time notice of termination is given. Ridgeline acknowledges that, once an expert report has been submitted to the Tribunal, withdrawal from the engagement may require leave of the Tribunal, and Ridgeline agrees to cooperate in obtaining such leave if necessary.

Upon termination of this engagement for any reason, Ridgeline shall cooperate fully with C&H in the orderly transition of the engagement, including making available all work product, draft reports, analyses, workpapers, data files, and other materials prepared to date. Ridgeline shall be entitled to payment for all services rendered and expenses incurred through the effective date of termination.

9. Communications and Points of Contact

All substantive communications regarding this engagement — including the provision of documents, discussion of analytical approaches, review of draft work product, and scheduling of meetings or calls — should be directed to:

Simone Laroche Senior Associate Calderwood & Harkness LLP 600 Lexington Avenue New York, New York 10022 Telephone: (212) 555-7843

Email: s.laroche@calderwoodharkness.com

With copies to:

Theodore Langston Partner Calderwood & Harkness LLP 600 Lexington Avenue New York, New York 10022 Telephone: (212) 555-7812

Email: t.langston@calderwoodharkness.com

To preserve the attorney-client privilege and work product protections applicable to this engagement, Dr. Ostrovsky and Ridgeline personnel should not communicate directly with WAL personnel, Kestrel personnel, counsel for Kestrel, or any other party to the arbitration without prior coordination with, and express authorization from, C&H. All requests for information from WAL or any third party should be channeled through C&H.

10. Governing Law

This Engagement Letter shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict-of-laws principles. Any dispute arising out of or in connection with this Engagement Letter shall be resolved by the courts of the State of New York located in the County of New York, or the United States District Court for the Southern District of New York, and each party hereby consents to the exclusive jurisdiction of such courts.

11. Acceptance and Execution

If the foregoing terms are acceptable to you, please indicate your acceptance by signing and dating this Engagement Letter in the space provided below and returning one fully executed copy to Simone Laroche at the address above. An electronic copy transmitted by email to s.laroche@calderwoodharkness.com shall be sufficient for purposes of confirming the engagement, provided that the original signed copy follows by mail.

We are confident that your expertise in damages analysis and your extensive experience in international arbitration proceedings will be of great value to WAL's defense in this matter. We look forward to a productive and collaborative working relationship.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Theodore Langston Partner

Date: ________

ACKNOWLEDGED AND ACCEPTED:

RIDGELINE ECONOMIC CONSULTING LLC

By: ________

Dr. Nadia Ostrovsky Managing Director

Date: ________

Enclosures:

1. Copy of the Master Supply Agreement dated June 15, 2018 (WAL-KDG-MSA-2018-0615), together with all schedules and appendices

2. Amendment No. 1 to the MSA (February 10, 2020)

3. Amendment No. 2 to the MSA (September 3, 2021)

4. Kestrel's Request for Arbitration (November 7, 2022)

5. WAL's Answer and Counterclaim (December 12, 2022)

6. Procedural Order No. 1 (February 14, 2023)

cc: Vivienne St. Claire, Partner, Calderwood & Harkness LLP Jeffrey Park, Associate, Calderwood & Harkness LLP Dana Prescott, Vice President & General Counsel, Whitmore Aerospace LLC (for information only; redacted as appropriate for privilege)

Contract Year	Period	Unit Price (€)
CY1	June 15, 2018 – June 14, 2019	4,850.00
CY2	June 15, 2019 – June 14, 2020	4,971.25
CY3	June 15, 2020 – June 14, 2021	5,095.53
CY4	June 15, 2021 – June 14, 2022	5,222.92
CY5	June 15, 2022 – June 14, 2023	5,353.49

PRIVILEGED & CONFIDENTIAL ATTORNEY WORK PRODUCT
CALDERWOOD & HARKNESS LLP Counselors at Law
600 Lexington Avenue New York, New York 10022
Telephone: (212) 555-7800 Facsimile: (212) 555-7801 www.calderwoodharkness.com
March 15, 2023
Via Email (n.ostrovsky@ridgelineecon.com) and U.S. Mail
Dr. Nadia Ostrovsky Managing Director Ridgeline Economic Consulting LLC 200 Park Avenue, Suite 3400 New York, New York 10166
Re: Engagement of Ridgeline Economic Consulting LLC as Damages Expert ICC Case No. 27914/MHM — Kestrel Dynamics GmbH v. Whitmore Aerospace LLC C&H Engagement No.: 1019-00001
Dear Dr. Ostrovsky:
We are pleased to write to you on behalf of Calderwood & Harkness LLP ("C&H" or the "Firm") regarding the engagement of Ridgeline Economic Consulting LLC ("Ridgeline") and you, personally, as Respondent's independent damages expert in the above-referenced international arbitration. This letter (the "Engagement Letter") sets forth the terms and conditions under which Ridgeline and you will provide expert consulting and testimony services in connection with this matter.
We appreciate your willingness to discuss this engagement with us during our meetings on February 22 and March 7, 2023, and we look forward to working with you and your team. The purpose of this letter is to formalize the terms of the retention, describe the scope of the assignment, and set forth the mutual obligations of the parties. Upon your countersignature of this Engagement Letter, it shall constitute a binding agreement between C&H and Ridgeline governing the engagement.
1. Introduction and Purpose of Engagement
Calderwood & Harkness LLP represents Whitmore Aerospace LLC ("WAL"), a Delaware limited liability company headquartered at 4200 Wilson Boulevard, Suite 1100, Arlington, Virginia 22203. WAL is the Respondent in an arbitration proceeding administered by the International Chamber of Commerce ("ICC") under ICC Case No. 27914/MHM, commenced by Kestrel Dynamics GmbH ("Kestrel"), a German Gesellschaft mit beschränkter Haftung registered in Stuttgart, Germany (Trade Register No. HRB 745621, Amtsgericht Stuttgart).
The arbitration arises from Kestrel's allegations that WAL materially breached a Master Supply Agreement for Titanium Alloy Turbine Housings dated June 15, 2018 (the "MSA"), as subsequently amended by Amendment No. 1, dated February 10, 2020, and Amendment No. 2, dated September 3, 2021 (the MSA and its amendments, collectively, the "Agreement"). In its Request for Arbitration filed on November 7, 2022, Kestrel seeks damages in the approximate amount of €47.3 million, together with interest, costs, and such other relief as the Tribunal may deem appropriate. WAL vigorously contests liability and the quantum of Kestrel's damages claims, and has filed a counterclaim seeking recovery of costs incurred in procuring replacement components following its termination of the MSA for cause.
C&H is retaining you and Ridgeline to serve as WAL's independent damages expert in this matter. Your role will encompass both (i) the preparation of a rebuttal expert report critically evaluating the quantum of damages claimed by Kestrel and the methodology and calculations employed by Kestrel's retained damages expert, and (ii) an affirmative analysis supporting the quantification of WAL's counterclaim for replacement-component costs.
The responsible partner for this matter is Theodore Langston. The billing partner is Vivienne St. Claire. The lead associate who will coordinate day-to-day communications and workflow with Ridgeline is Simone Laroche, Senior Associate. Their respective contact information is provided in Section 9 of this Engagement Letter.
2. Background of the Dispute
To provide context for your engagement, we summarize below the key facts and procedural history of the dispute. This summary is provided for background purposes and should not be treated as a comprehensive recitation of all relevant facts; additional facts and documents will be provided to you as the engagement progresses.
2.1 The Master Supply Agreement
The MSA governs the supply of Ti-6Al-4V ELI (Extra Low Interstitial) titanium alloy turbine housings by Kestrel to WAL over a five-year term commencing June 15, 2018 and expiring June 14, 2023. The Agreement also included two optional one-year renewal periods, exercisable solely at WAL's discretion upon written notice delivered no later than 120 days prior to the expiration of the then-current term.
Under the MSA as originally executed, WAL committed to a minimum annual volume of 2,400 units, with a maximum annual volume of 3,600 units. Amendment No. 1, executed on February 10, 2020, increased the maximum annual volume to 4,000 units to accommodate WAL's projected growth in its defense and commercial aerospace production programs. Amendment No. 2, executed on September 3, 2021, addressed certain quality-assurance procedures and extended the cure period for non-conforming deliveries from 30 calendar days to 45 calendar days, among other modifications.
The unit pricing under the MSA was established at a base Contract Year 1 ("CY1") price of €4,850.00 per unit, with an escalation of 2.5% per annum, compounded annually. Accordingly, the unit prices for each contract year are as follows:
At the minimum annual volume of 2,400 units across all five contract years, the aggregate contract value of the MSA is approximately €61.2 million. The Agreement is governed by the laws of the State of New York. Section 18.1 of the MSA provides that all disputes arising out of or in connection with the Agreement shall be finally resolved by arbitration under the ICC Rules of Arbitration (2021 edition), with the seat of arbitration in New York, New York.
2.2 The Quality Dispute and Termination
Between March 7, 2022 (Lot KDG-2022-0307) and September 19, 2022 (Lot KDG-2022-0919), WAL's quality-assurance team rejected a total of fourteen (14) lots, comprising 1,680 units, for non-conformance with the contractual porosity specification. Specifically, these units failed to meet the maximum allowable porosity threshold of ≤0.25%, as set forth in WAL-SPEC-TH-401, Appendix C, Table 3 of the MSA. The rejections were documented through WAL's standard Non-Conformance Report ("NCR") process and communicated to Kestrel in accordance with the notice provisions of § 8.2 of the MSA.
Of the fourteen rejected lots, seven remained uncured beyond the 45-calendar-day cure period (as extended by Amendment No. 2). Under § 8.4 of the MSA, three or more uncured rejections within any rolling twelve-month period constitute a "Persistent Quality Failure," entitling the non-defaulting party to terminate the Agreement for cause. Having satisfied the conditions precedent under § 14.2(b), WAL issued a formal Notice of Termination for Cause to Kestrel on October 3, 2022, effective immediately.
2.3 Procedural History of the Arbitration
Kestrel filed its Request for Arbitration with the ICC Secretariat on November 7, 2022, naming C&H's client, WAL, as Respondent. WAL filed its Answer and Counterclaim on December 12, 2022, denying Kestrel's claims in their entirety and asserting a counterclaim for replacement-component costs in the approximate amount of €5.17 million.
The Tribunal was constituted on January 20, 2023. The members of the Tribunal are:
•  Prof. Dame Eleanor Fitzwilliam (Presiding Arbitrator)
•  Dr. Hans-Ulrich Perren (Arbitrator nominated by Claimant)
•  Hon. Robert A. Castillo (Ret.) (Arbitrator nominated by Respondent)
The Tribunal issued Procedural Order No. 1 on February 14, 2023, establishing the procedural calendar for the arbitration. Key dates relevant to the expert engagement include the exchange of expert reports on October 16, 2023, the exchange of rebuttal expert reports on November 13, 2023, and the evidentiary hearing, currently scheduled for January 8–12, 2024.
Kestrel is represented by Haber Reinhardt Schlosser Partnerschaft mbB ("HRS"), a German law firm based in Munich, led in this matter by Dr. Maximilian Haber. Kestrel has retained as its damages expert Prof. Dieter Langfeld, Partner at Rheinsberg Advisory AG, Talstrasse 62, 8001 Glenrock Assurance, Switzerland. Prof. Langfeld's expert report is expected to be served simultaneously with Ridgeline's report on October 16, 2023.
3. Scope of Engagement
The scope of Ridgeline's engagement in this matter encompasses the following areas, each of which is described in greater detail below. We recognize that the scope may evolve as the arbitration progresses, and we will consult with you regarding any material changes.
3.1 Primary Assignment — Rebuttal of Claimant's Damages Claims
Your primary assignment is to analyze and prepare an independent expert report addressing and rebutting the damages claimed by Kestrel in this arbitration. Kestrel's damages claim totals approximately €47.3 million, which is broken down as follows according to Kestrel's Request for Arbitration:
(a) Lost profits for the remaining MSA term (CY5): approximately €12.83 million, representing the profits Kestrel claims it would have earned on deliveries during the final year of the MSA term had the Agreement not been terminated;
(b) Lost profits for the two optional renewal-term years: approximately €27.15 million, representing the profits Kestrel claims it would have earned had WAL exercised both one-year renewal options;
(c) Cost of unreimbursed rework on rejected lots: approximately €3.42 million, representing costs Kestrel claims it incurred in attempting to cure non-conforming lots; and
(d) Reputational damages and loss of other business opportunities: approximately €3.90 million, representing damages Kestrel claims to have suffered to its reputation and business relationships as a result of WAL's termination of the MSA.
You will be expected to critically evaluate the damages methodology, assumptions, inputs, and calculations presented by Kestrel's damages expert, Prof. Dieter Langfeld of Rheinsberg Advisory AG, once his report is served. Under the procedural calendar established by the Tribunal, expert reports are to be exchanged on October 16, 2023. Your analysis should, at a minimum, address the following specific areas of focus:
(i) Operating Margin Analysis. Kestrel's damages claim appears to be based on a claimed operating margin of 22.4%. You should examine whether this margin is supported by Kestrel's audited financial statements, including its Jahresabschlüsse (annual financial statements) filed with the Bundesanzeiger, and whether the margin is consistent with industry benchmarks for precision titanium component manufacturers. You should also evaluate whether Kestrel has properly allocated fixed and variable costs, overhead, and other operating expenses in arriving at this margin figure.
(ii) Lost-Profit Calculations for the Remaining MSA Term. You should assess whether Kestrel's lost-profit calculations properly account for the contractual pricing escalation formula (2.5% compounded annually), the applicable volume ranges (minimum 2,400 units, maximum 4,000 units), and any incremental costs Kestrel would have incurred in fulfilling orders during CY5. You should also consider whether Kestrel has appropriately accounted for any mitigation of damages through sales to alternative customers.
(iii) Renewal-Period Lost Profits. The largest component of Kestrel's damages claim — approximately €27.15 million — represents lost profits for the two optional renewal-term years. You should critically evaluate whether inclusion of renewal-period lost profits is economically justified given that the renewal options were exercisable solely at WAL's discretion, creating no contractual obligation on WAL's part to renew the MSA. Your analysis should address the probability of renewal, industry practices regarding exercise of renewal options in long-term supply agreements, any contemporaneous evidence bearing on WAL's renewal intentions, and the appropriate economic framework for evaluating expectation damages tied to unexercised options.
(iv) Reputational Damages. You should evaluate whether Kestrel's reputational damages claim of €3.90 million is supported by objective, quantifiable economic evidence, or whether it is inherently speculative. Specifically, you should assess whether Kestrel has identified specific lost business opportunities, whether any claimed reputational harm is causally linked to WAL's termination (as opposed to Kestrel's own quality failures), and whether Kestrel's methodology for quantifying reputational damages conforms to accepted economic and valuation principles.
(v) Rework Cost Claim. You should assess whether Kestrel's claimed rework costs of €3.42 million are properly documented, whether they are causally linked to WAL's actions versus Kestrel's own quality failures (i.e., the porosity non-conformances), and whether the quantum of claimed rework costs is reasonable under the circumstances.
(vi) Contractual Limitations on Damages. Section 8.7 of the MSA contains an exclusive remedy provision and a mutual waiver of consequential damages. You should evaluate how these contractual provisions affect the categories and quantum of damages claimed by Kestrel, including in particular whether the reputational damages claim and the renewal-period lost-profit claim fall within the scope of the consequential damages waiver. While this is ultimately a legal question, your economic analysis should address the implications of these provisions on the damages quantum.
3.2 Affirmative Analysis — Quantification of WAL's Counterclaim
In addition to your rebuttal analysis, you will provide an independent economic analysis supporting the quantification of WAL's counterclaim for replacement-component costs. WAL's counterclaim seeks approximately €5.17 million, representing the premium WAL incurred in procuring replacement Ti-6Al-4V ELI titanium alloy turbine housings from an alternative supplier, Valkyr Precision Components Inc. ("Valkyr"), located at 4401 East Irvington Road, Tucson, Arizona 85714.
The counterclaim is calculated as follows:
•  Replacement units required: 1,680 (equal to the number of non-conforming units rejected from Kestrel lots)
•  Valkyr unit price: €8,432.92
•  Kestrel CY4 unit price: €5,222.92
•  Per-unit premium: €3,210.00 (i.e., €8,432.92 minus €5,222.92)
•  Gross replacement cost premium: €5,392,800.00 (i.e., €3,210.00 × 1,680 units)
•  Less: Valkyr introductory discount of 4.2%: multiplied by 0.958
•  Net replacement cost premium: approximately €5,166,463 (rounded in WAL's pleading to €5.17 million)
Your analysis should assess the reasonableness of WAL's mitigation efforts and the reasonableness of the Valkyr replacement pricing within the context of the relevant market for precision titanium alloy aerospace components. Specifically, you should address whether WAL conducted an adequate market survey before selecting Valkyr as the replacement supplier, whether the Valkyr pricing is consistent with prevailing market rates for comparable Ti-6Al-4V ELI components, and whether the introductory discount obtained by WAL reflects the exercise of reasonable commercial efforts to mitigate its damages.
3.3 Forensic Accounting Coordination
C&H has separately retained Canfield & Thorpe LLP to conduct a forensic accounting review of Kestrel's claimed lost-profit damages. The engagement partner at Canfield & Thorpe is Sandra Gillespie, CPA/ABV, whose office is located at 1345 Avenue of the Americas, New York, New York 10105. Ms. Gillespie's forensic accounting team will be reviewing Kestrel's financial records, cost allocations, and margin calculations at a granular level.
You will be expected to coordinate with Ms. Gillespie and her team as necessary to ensure that the assumptions, data inputs, and factual predicates underlying the forensic accounting analysis are consistent with those employed in your expert damages report. It is critical that the forensic accounting work product and your expert analysis present a cohesive and internally consistent analytical framework. All such coordination will be conducted at the direction of, and under the supervision of, C&H counsel. C&H will facilitate introductions and schedule an initial coordination meeting at the appropriate time.
3.4 Expert Report and Testimony
You will prepare a written expert report suitable for submission to the Tribunal, in compliance with the ICC Rules of Arbitration (2021 edition) and any procedural orders issued by the Tribunal, including Procedural Order No. 1 (dated February 14, 2023). Your expert report should be a self-contained document that sets forth your qualifications, the materials you reviewed, the methodology you employed, the analyses you performed, and the opinions you reached. All opinions must be stated to a reasonable degree of economic certainty.
Following the exchange of expert reports on October 16, 2023, you will prepare a rebuttal expert report responding to the report of Prof. Dieter Langfeld. Rebuttal expert reports are to be exchanged on November 13, 2023. Your rebuttal report should address the key assumptions, methodological choices, and conclusions in Prof. Langfeld's report, and should explain any areas of agreement and disagreement between your analyses.
You must be available to testify at the evidentiary hearing, which is currently scheduled for January 8–12, 2024, at the ICC Hearing Centre in New York, New York. Testimony by damages experts will likely take the form of direct examination, cross-examination, and Tribunal questioning. The Tribunal may also employ a "hot-tub" or concurrent evidence format, in which you and Prof. Langfeld would present testimony simultaneously on specific issues, with questioning from the arbitrators. We will prepare you thoroughly for any format of testimony employed.
Throughout this engagement, you must at all times testify and opine as an independent expert, not as an advocate for WAL's position. Your opinions must be your own, based on the facts and data you have reviewed and the analytical methods you have applied. While C&H will provide you with legal context, factual background, and documents, the substance of your opinions and the conclusions you draw must reflect your independent professional judgment.
4. Materials to Be Provided
C&H will provide you with the following categories of documents and materials to support your work in this engagement. Additional materials will be provided as they become available through the course of the arbitration proceedings, including through document production and the filing of further submissions:
(a) The Master Supply Agreement dated June 15, 2018 (document reference WAL-KDG-MSA-2018-0615), together with all schedules, appendices, and exhibits thereto;
(b) Amendment No. 1 to the MSA, dated February 10, 2020;
(c) Amendment No. 2 to the MSA, dated September 3, 2021;
(d) Kestrel's Statement of Claim, which is due to be filed on April 28, 2023 per the procedural calendar, together with all supporting exhibits, when available;
(e) Prof. Dieter Langfeld's expert report, when served, which is anticipated on October 16, 2023, together with all supporting exhibits, appendices, and workpapers;
(f) WAL's internal financial records relating to the MSA, including purchase orders, invoices, payment records, delivery confirmations, and correspondence with Kestrel;
(g) Kestrel's financial data and documents obtained through the document production process under Procedural Order No. 2 (dated March 17, 2023), including, to the extent produced, Kestrel's audited financial statements, cost accounting records, internal budgets, and management reports;
(h) Lot rejection notices, cure notices, cure correspondence, and inspection reports relating to Lots KDG-2022-0307 through KDG-2022-0919, including the underlying non-conformance reports and metallurgical test results;
(i) Valkyr Precision Components Inc. purchase orders, invoices, pricing documentation, and any related correspondence between WAL and Valkyr;
(j) WAL's quality-control procedures (WAL-QCP-100) and engineering specifications (WAL-SPEC-TH-401 through WAL-SPEC-TH-410), for context and background purposes; and
(k) Any additional materials as identified during the course of the engagement, including deposition transcripts, witness statements, and additional expert reports or submissions.
We will arrange for the secure electronic transmission of these documents through C&H's document management platform and will provide access credentials for the relevant document review workspace. Hard copies of key documents, including the MSA and its amendments, will be provided by courier.
5. Independence and Impartiality
As a damages expert retained in connection with an ICC international arbitration, you and Ridgeline must at all times maintain your independence and impartiality. This obligation is consistent with the requirements of the ICC Rules of Arbitration and the expectations of the Tribunal.
You must promptly disclose to C&H any circumstances, whether past or present, that might give rise to justifiable doubts as to your independence or impartiality in this matter. Such circumstances include, but are not limited to, any financial, professional, personal, or other relationships with any party, counsel, or arbitrator in this proceeding.
We respectfully request that you confirm, by countersigning this Engagement Letter, that neither you nor Ridgeline, nor any member of Ridgeline's professional staff who may work on this engagement, has any current or prior relationship — whether professional, financial, familial, or otherwise — with any of the following persons and entities:
•  Kestrel Dynamics GmbH;
•  Haber Reinhardt Schlosser Partnerschaft mbB, or any of its partners or associates, including Dr. Maximilian Haber;
•  Rheinsberg Advisory AG, or any of its partners or consultants, including Prof. Dieter Langfeld;
•  Prof. Dame Eleanor Fitzwilliam (Presiding Arbitrator);
•  Dr. Hans-Ulrich Perren (Claimant's nominated Arbitrator); or
•  Hon. Robert A. Castillo (Ret.) (Respondent's nominated Arbitrator).
If any such relationship exists or comes into existence during the course of this engagement, you must disclose it immediately to C&H so that we may assess any potential conflict and take appropriate steps.
6. Confidentiality
All information, documents, data, communications, analyses, and work product provided to or generated by Ridgeline in connection with this engagement are strictly confidential. Such materials are provided to Ridgeline at the direction of counsel for WAL and are subject to the protections of the attorney-client privilege, the work product doctrine, and any applicable confidentiality orders issued by the Tribunal.
Ridgeline shall not disclose, disseminate, distribute, publish, or otherwise communicate any confidential information to any third party — including, without limitation, any other clients of Ridgeline, any academic or professional contacts, or any media outlet — without the prior written consent of C&H. This restriction applies to all information received from C&H, WAL, or any other source in connection with this engagement, as well as to all analyses, draft reports, notes, memoranda, and other work product generated by Ridgeline.
Ridgeline shall implement and maintain appropriate administrative, technical, and physical safeguards for the storage, handling, and transmission of all confidential materials received or created in connection with this engagement. Such safeguards shall include, at a minimum, password-protected electronic storage, encrypted file transmission, restricted access limited to authorized Ridgeline personnel working on this engagement, and secure physical storage of any hard-copy documents.
Upon the conclusion of this engagement — whether by completion of the arbitration proceedings, termination of the engagement, or otherwise — Ridgeline shall, at C&H's direction, either (a) return all confidential materials to C&H, or (b) destroy all confidential materials and provide written certification of such destruction. Ridgeline may retain one archival copy of its final expert report(s) and related workpapers solely for professional records and regulatory compliance purposes, subject to the continuing confidentiality obligations set forth herein.
The confidentiality obligations set forth in this Section 6 shall survive the termination or expiration of this engagement and shall remain in full force and effect indefinitely.
7. Fee Arrangements and Billing
Ridgeline's fees for the services described in this Engagement Letter will be billed on an hourly basis at Ridgeline's standard professional rates, which shall be set forth in a separate rate schedule to be appended hereto as Schedule A or provided under separate cover. Any changes to Ridgeline's rates during the course of the engagement shall be communicated to C&H in writing at least 30 days prior to their effective date.
Ridgeline shall submit monthly invoices to C&H, addressed to Simone Laroche at the address set forth in Section 9, with a copy transmitted electronically to the firm's accounts payable department. Each invoice shall contain sufficient detail to describe the work performed, including the date of each time entry, the identity of the professional performing the work, the number of hours expended, the applicable hourly rate, and a narrative description of the tasks performed. Invoices shall separately itemize any disbursements or out-of-pocket expenses incurred during the billing period.
Invoices will be reviewed and processed by C&H and will be billed through to WAL as part of C&H's costs and disbursements on this matter. C&H will use reasonable efforts to process invoices promptly. Payment terms shall be net 30 days from receipt of a properly submitted invoice.
Ridgeline shall obtain advance written approval from C&H — specifically, from Simone Laroche or Theodore Langston — for any individual disbursement or out-of-pocket expense exceeding $5,000.00. This includes, without limitation, research database charges, data processing costs, consultant fees, and travel expenses. Travel expenses related to the evidentiary hearing or other proceedings shall be reimbursed at cost, subject to C&H's expense guidelines, a copy of which will be provided upon request. Air travel shall be at coach or economy class for domestic flights and business class for international flights exceeding six hours. Hotel accommodations shall be at reasonable business-class hotels.
8. Term and Termination
This engagement shall commence upon the execution of this Engagement Letter by both parties and shall continue until the conclusion of the ICC arbitration proceedings in Case No. 27914/MHM, including any post-award proceedings such as requests for correction, interpretation, or supplementation of the award, or any annulment or enforcement proceedings in which Ridgeline's continued participation is required.
Notwithstanding the foregoing, either party may terminate this engagement upon thirty (30) days' prior written notice to the other party. Any termination shall be subject to Ridgeline's ongoing obligations to the Tribunal, if any, including any obligation to make itself available for testimony at a hearing that has already been scheduled at the time notice of termination is given. Ridgeline acknowledges that, once an expert report has been submitted to the Tribunal, withdrawal from the engagement may require leave of the Tribunal, and Ridgeline agrees to cooperate in obtaining such leave if necessary.
Upon termination of this engagement for any reason, Ridgeline shall cooperate fully with C&H in the orderly transition of the engagement, including making available all work product, draft reports, analyses, workpapers, data files, and other materials prepared to date. Ridgeline shall be entitled to payment for all services rendered and expenses incurred through the effective date of termination.
9. Communications and Points of Contact
All substantive communications regarding this engagement — including the provision of documents, discussion of analytical approaches, review of draft work product, and scheduling of meetings or calls — should be directed to:
Simone Laroche Senior Associate Calderwood & Harkness LLP 600 Lexington Avenue New York, New York 10022 Telephone: (212) 555-7843
Email: s.laroche@calderwoodharkness.com
With copies to:
Theodore Langston Partner Calderwood & Harkness LLP 600 Lexington Avenue New York, New York 10022 Telephone: (212) 555-7812
Email: t.langston@calderwoodharkness.com
To preserve the attorney-client privilege and work product protections applicable to this engagement, Dr. Ostrovsky and Ridgeline personnel should not communicate directly with WAL personnel, Kestrel personnel, counsel for Kestrel, or any other party to the arbitration without prior coordination with, and express authorization from, C&H. All requests for information from WAL or any third party should be channeled through C&H.
10. Governing Law
This Engagement Letter shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict-of-laws principles. Any dispute arising out of or in connection with this Engagement Letter shall be resolved by the courts of the State of New York located in the County of New York, or the United States District Court for the Southern District of New York, and each party hereby consents to the exclusive jurisdiction of such courts.
11. Acceptance and Execution
If the foregoing terms are acceptable to you, please indicate your acceptance by signing and dating this Engagement Letter in the space provided below and returning one fully executed copy to Simone Laroche at the address above. An electronic copy transmitted by email to s.laroche@calderwoodharkness.com shall be sufficient for purposes of confirming the engagement, provided that the original signed copy follows by mail.
We are confident that your expertise in damages analysis and your extensive experience in international arbitration proceedings will be of great value to WAL's defense in this matter. We look forward to a productive and collaborative working relationship.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Theodore Langston Partner
Date: ________
ACKNOWLEDGED AND ACCEPTED:
RIDGELINE ECONOMIC CONSULTING LLC
By: ________
Dr. Nadia Ostrovsky Managing Director
Date: ________
Enclosures:
1.  Copy of the Master Supply Agreement dated June 15, 2018 (WAL-KDG-MSA-2018-0615), together with all schedules and appendices
2.  Amendment No. 1 to the MSA (February 10, 2020)
3.  Amendment No. 2 to the MSA (September 3, 2021)
4.  Kestrel's Request for Arbitration (November 7, 2022)
5.  WAL's Answer and Counterclaim (December 12, 2022)
6.  Procedural Order No. 1 (February 14, 2023)
cc: Vivienne St. Claire, Partner, Calderwood & Harkness LLP Jeffrey Park, Associate, Calderwood & Harkness LLP Dana Prescott, Vice President & General Counsel, Whitmore Aerospace LLC (for information only; redacted as appropriate for privilege)
Contract Year | Period | Unit Price (€)
CY1 | June 15, 2018 – June 14, 2019 | 4,850.00
CY2 | June 15, 2019 – June 14, 2020 | 4,971.25
CY3 | June 15, 2020 – June 14, 2021 | 5,095.53
CY4 | June 15, 2021 – June 14, 2022 | 5,222.92
CY5 | June 15, 2022 – June 14, 2023 | 5,353.49

PRIVILEGED & CONFIDENTIAL ATTORNEY WORK PRODUCT

CALDERWOOD & HARKNESS LLP

ACKNOWLEDGED AND ACCEPTED:

RIDGELINE ECONOMIC CONSULTING LLC

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