DISTRIBUTION SERVICES AGREEMENT

(a)

“ Affiliate ” means, with respect to any Person, any Person directly or indirectly controlling, controlled by, or under common control with such other Person. For

(b)

“ Airworthiness Directive ” or “ AD ” shall mean a document issued by the FAA (or other equivalent foreign aviation authority having jurisdiction over the Products), identifying an unsafe condition relating to a Product and, as appropriate, prescribing inspections and the conditions and limitations, if any, under which a Product may continue to operate.

(c)

“ Applicable Law ” means, with respect to any Party, any statute, law, ordinance, rule, administrative action, regulation, order, writ, injunction, judgment, decree, or other requirement of any Governmental Authority applicable to such Party.

(d)

“ ATA ” means the Air Transport Association.

(e)

“ Bankruptcy Event ” shall mean if, with respect to any Party, (i) such Party shall generally not pay such Party’s debts as such debts become due, or shall admit in writing such Party’s inability to pay such Party’s debts generally, or shall make a general assignment for the benefit of such Party’s creditors; or (ii) any proceeding shall be instituted by or against such Party seeking to adjudicate such Party as bankrupt or insolvent, or seeking liquidation, winding-up, reorganization, rearrangement, adjustment, protection, relief, or recomposition of such Party or such Party’s debts under any Bankruptcy Law, or seeking the entry of an order for relief or the appointment of a receiver, trustee, or other similar official for such Party or for any substantial part of such Party’s property and, in the case of any such proceeding instituted against such Party (but not instituted by such Party), shall not be controverted within 30 days and shall remain undismissed or unstayed for a period of 90 days after such proceeding is filed.

(f)

“ Bankruptcy Law ” shall mean the United States Bankruptcy Code, as amended, and any other jurisdictional insolvency, reorganization, moratorium, fraudulent conveyance, or similar law now or hereafter in effect.

(g)

“ Beneficial Owner ” shall have the meaning given in Rule 13d-3 (or any successor rule) promulgated by the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended.

(h)

“ Business Day ” means a day other than a Saturday, Sunday, or other day on which commercial banks in New York, New York, are authorized or required by law to close.

(i)

“ Catalog List Price ” means the list prices for the Products and the Common Parts set forth in the then current parts catalogs published by GE.

(j)

“ Change of Control ” means a transaction in which a Person acquires Control of Service Provider or Parent.

(k)

“ Change of Ownership ” means becoming the of Beneficial Owner of voting securities of Parent or Service Provider, however accomplished.

(l)

“ Commencement Date ” means the date Service Provider begins selling Products directly to Customers, as determined in accordance with Section 2.05 hereof.

(m)

“ Common Parts ” means any part manufactured by GE, its Affiliates or any third party under contract with GE or its Affiliates that is used on (i) a CF6-50 and/or a CF6-80A engine, and (ii) another GE Engine.

(n)

“ Confidential Information ” shall have the meaning set forth in Section 13.01(c) hereof.

(o)

“ Control ” means, with respect to any entity, the occurrence of one or more of the following events (i) the acquisition or possession, directly or indirectly, of the power to direct substantially all of the business operations of that entity, (ii) the acquisition or possession, directly or indirectly, of the power to elect a majority of the members of the Board of Directors (or equivalent governing body), irrespective of how such power is derived ( e.g. , whether by ownership of voting securities or voting power or equity value, as trustee or executor, by contract or credit arrangement, covenants and consent rights or otherwise), (iii) any sale, lease, exchange, or other transfer of ownership or control (in one transaction or a series of related transactions) of all, or substantially all, of the operating assets of such entity to any Person that was not an Affiliate of such entity immediately prior to such sale, lease exchange, or transfer, or (iv) any Person, including any Affiliate of such Person shall have become the Beneficial Owner of fifty percent (50%) or more of the equity interest of such entity.

(p)

“ Competing Entity ” means any Person that derives at least 10% of its annual revenue from the business of the manufacture, sale, maintenance, repair ( e.g. , any maintenance or repair activity, including, but not limited to, the inspection, disassembly, cleaning, part replacement, part repair, re-assembly or testing) or overhaul of aircraft, marine or industrial gas turbine engines or parts or components thereof, or an Affiliate of such a Person.

(q)

“ Customer ” or “ Customers ” means (i) the parties listed on Exhibit A hereto and any parties added to such list from time to time by mutual agreement of the Parties or in accordance with the provisions of Section 2.03 hereof, and (ii) GE and its current and future Affiliates.

(r)

“ Dollars ” and “ $ ” means the lawful currency of the United States of America.

(s)

“ Engine Specific Parts ” means all parts, components, controls, accessories and modules of an aircraft engine that are typically included in a finished new aircraft engine when shipped from the OEM, including without limitation all parts listed in any parts list or bill of materials for such an engine.

(t)

“ FAA ” means the Federal Aviation Administration of the United States of America.

(u)

“ Governmental Authority ” means any domestic or foreign, federal, territorial, state or local governmental authority, instrumentality, court, commission or tribunal, or any regulatory, administrative, or other agency, or any political or other subdivision, department, or branch of any of the foregoing.

(v)

“ GE Data ” shall have the meaning set forth in Section 8.02 hereof.

(w)

“GE Due Diligence Material ” means those items identified as such in that certain letter agreement, dated as of the date hereof, by and between Service Provider and GE.

(x)

“ GE OEM Part ” means an OEM part manufactured by GE, an Affiliate of GE or by a Person that manufactures OEM parts for sale by GE and under contract with and on behalf of GE or any of its Affiliates.

(y)

“ GE Engine ” means any aircraft engine manufactured by GE or by an entity in which GE or one of its Affiliates owns at least a 25% equity interest.

(z)

“ Incapable Entity ” means (i) any Person that (A) does not have both the resources and expertise to perform Service Provider’s obligations under this Agreement, including such factors as adequate technical expertise, sufficient trained and capable personnel, professional and commercial qualifications, experience with customers in the civil aerospace industry, and financial resources, (B) does not obtain any lack of such technical, operational and financial ability in connection with a Change of Control (for example, by continuing the employment of relevant and sufficient members of Parent’s or Service Provider’s management team or by obtaining long-term financing sufficient to provide adequate assurance that the Person is sufficiently well capitalized to meet all performance and financial obligations under this Agreement for the next three (3) years) and (C) is not capable of obtaining all such technical, operational, and financial resources within ninety (90) days after a Change of Control, or (ii) any Person that has not in GE’s good faith determination consistently demonstrated prior to the Change of Control an commitment to integrity in its business practices and does not possess a reputation in the marketplace for sound business ethics and compliance with law.

(aa)

“ Kit ” or “ Kits ” means a group of spare parts that are combined into a single product with a unique part number.

(bb)

“ Knowledge of GE ” means the actual knowledge of the persons listed on Exhibit B hereto.

(cc)

“ Liabilities ” means any and all debts, liabilities and obligations, whether accrued or fixed, absolute or contingent, matured or unmatured or determined or determinable, including, without limitation, those arising under any Applicable Law and those arising under any contract, agreement, arrangement, commitment or undertaking.

(dd)

“ Manufacturing Lead Time ” means the time allocated to manufacture a part in order to acquire raw material and convert to a finished product and ship complete to Service Provider. The current Manufacturing Lead Time for each of the Products is set forth in Exhibit C hereto, and may be changed from time to time by GE. GEESD will promptly notify Service Provider in writing of any actual change to Manufacturing Lead Times, and shall use reasonable efforts to inform Service Provider’s Program Manager as soon as GEESD has reason to believe that such a potential change may occur. After the occurrence thereof, Exhibit C shall automatically be deemed to be amended to include such new Manufacturing Lead Times.

(ee)

“ Material Breach ” means (i) any event specifically defined as a “Material Breach” hereunder or (ii) an unexcused failure by a Party to perform any material obligation, covenant or undertaking of that Party hereunder or any materially false representation or warranty by a Party, which obligation, covenant, undertaking, representation or warranty is not otherwise subject to clause (i) of this definition and which, in the case of an unexcused failure by a Party to perform any obligation, covenant or undertaking of that Party hereunder, if not cured in accordance with the provisions of this Agreement, would deprive the counterparty of a material benefit justifiably expected by the counterparty under this Agreement, or (iii) a purported attempt by a Party to unilaterally terminate this Agreement without complying in all respects with Article XVI hereof unless this Agreement specifically provides that the occurrence of a specified event constitutes a Material Breach and permits a Party to terminate without complying with Article XVI and such event has occurred.

(ff)

“ New Surplus Part ” means a new OEM Product that has been previously sold into the market and is available from any source other than GEESD (or any successor to GEESD as GE’s initial distributor of new GE OEM Parts).

(gg)

“ Notice of Proposed Sale ” shall have the meaning set forth in Section 2.03 hereof.

(hh)

“ Obsolete ” means a Product that is no longer useable in any airworthy application for the CF6-50 or CF6-80A engine due to a design change mandated by GE’s Product Control Board (PCB) or the FAA.

(ii)

“ OEM ” means (i) a person who holds a Production Certificate (PC) from the FAA for the manufacture of complete aircraft engines and parts thereof, (ii) a person who holds a PMA from the FAA for the manufacture of parts or specified items of an aircraft engine that was obtained pursuant to an assist letter from the Type Certificate holder or by otherwise receiving the specifications and a part number for such part from the Type Certificate holder, or (iii) a person who holds a Technical Standard Order Authorization (TSOA) for the manufacture of specified articles (articles means materials, parts, processes, or appliances) used on civil aircraft that meet a specific Technical Standard Order performance standard.

(jj)

“ On Time Delivery ” means a delivery of a Product that is made on or before a Customer’s requested delivery date as specified in the applicable line item in the Customer’s purchase order for such Product or as otherwise agreed between Service Provider and Customer, subject to the provisions of Exhibit D hereto.

(kk)

“ On Time Delivery Performance ” means a percentage calculated by dividing (i) the total number of line items on purchase orders from Customers for which Service Provider made an On Time Delivery of all Products in such line item, by (ii) the total number of line items on purchase orders from Customers. The On Time Delivery Standard shall be calculated on a monthly basis with reference to all orders from Customers with a requested delivery date from Service Provider in such month; provided , however , that any deliveries delayed by Service Provider as the result of credit holds on Customers shall not be included in such calculation. Set forth on Exhibit D hereto is a sample calculation of On Time Delivery Performance.

(ll)

“ Person ” means an individual, corporation, partnership, limited liability company, association, trust, or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof.

(mm)

“ PMA ” means Parts Manufacturing Approval.

(nn)

“ Products ” means (1) all new GE OEM Parts that are unique to CF6-50 engines, (2) all new GE OEM Parts that are unique to CF6-80A engines, (3) any new GE OEM Parts that are common only to the CF6-50 and CF6-80A engines, and (4) all OEM new Kits, to the extent such Kits consist of any part described in clauses (1) – (3) above; provided , that any Common Parts in Kits shall be sold to Service Provider in accordance with Section 6.07 hereof. In addition, the Products shall include any Superseding Configurations of such parts, provided such Superseding Configurations meet the descriptions set forth in clauses (1) – (4) above. The current list of Products includes, but is not limited to, the parts listed on Exhibit C hereto.

(oo)

“ Subsidiary ” means, with respect to any Person, any corporation, partnership, joint venture, association, limited liability company, joint-stock company, trust or estate, or unincorporated organization of which (or in which) more than 50% of: (i) the issued and outstanding shares of capital stock having ordinary voting power to elect a majority of the board of directors of such corporation (irrespective of whether at the time shares of capital stock of any other class or classes of such corporation shall or might have voting power upon the occurrence of any contingency), (ii) the interest in the capital or profits of such partnership, joint venture or limited liability company, or (iii) the beneficial interest in such trust or estate, is, at such time, directly or indirectly owned or controlled by such Person, by such Person and one or more of its other Subsidiaries, or by one or more of such Person’s other Subsidiaries.

(pp)

“ Superseding Configuration ” means any future Product improvements, replacements or substitutions, which are now, or, during the Term of this Agreement are placed, on GE’s parts catalog for the CF6-50 or the CF-80A engine, or are now or hereafter manufactured, marketed or produced by GE, its Affiliates or any third party under contract with GE or its Affiliates.

(qq)

“ Territory ” means the entire world.

(rr)

“ Transition Period ” shall have the meaning set forth in Section 2.05 hereof.

(ss)

“ Transition Team ” shall have the meaning set forth in Section 2.05 hereof.

(tt)

“ Used Serviceable Part ” means any Product that has been previously placed in service and is subsequently removed from an engine for scrap, overhaul, replacement or repair.

(a)

GE shall continue to be responsible for the marketing, forecasting, planning, distribution and sale of Products during the Transition Period. During the Transition Period, GE will sell Products to Customers and will provide by the fifteenth day of each month a monthly payment equal to ***% of the Catalog List Price (at the time the applicable purchase order was accepted by GE) of sales or transfers of Products to Customers in the previous month during the Transition Period. Service Provider shall have the right upon reasonable notice and during normal business hours to examine sales records and other data relating to the sales or transfer activities of GE during the Transition Period pursuant to the potential transactions contemplated by this Section 2.06(a); provided , however , that any such examination will be conducted in a manner that does not unreasonably disrupt GE’s business operations; provided , further , that nothing herein shall be deemed to authorize or permit Service Provider access to sales records and data that do not relate to the transactions contemplated hereby.

(b)

The Parties acknowledge that during the Transition Period, Service Provider will acquire Product inventory from GE, and that Service Provider may desire to sell such inventory to Customers prior to the end of the Transition Period. In such an event, Service Provider shall notify the members of the Steering Committee of the desired sale, and the Steering Committee shall meet in person or via teleconference within three Business Days of such notification to approve or disapprove the proposed sale. If the Steering Committee fails to meet within the required time period, Service Provider shall be authorized to conduct the proposed sale.

(a)

Corporate Existence and Power . Each Party is duly incorporated or organized and validly existing under the laws of the state or nation of its incorporation or organization and has all requisite power and authority and all governmental licenses, authorizations, permits, consents, and approvals required to carry on its business now conducted.

(b)

Corporate Authorizations . The execution, delivery, and performance by each Party and the consummation by such Party of the transactions contemplated by this Agreement are within its corporate or company powers and have been duly authorized by all necessary corporate or company action on its part. This Agreement constitutes a legal, valid, and binding agreement of such Party enforceable against such Party in accordance with its terms (i) except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, or other similar laws now or hereafter in effect relating to or affecting creditors’ rights generally, including the effect of statutory and other laws regarding fraudulent conveyances and preferential transfers, and (ii) subject to the limitations imposed by general equitable principles (regardless of whether such enforceability is considered in a proceeding at law or in equity).

(c)

Non-Contravention . The execution, delivery, and performance by each Party of this Agreement and the consummation by such Party of the transactions contemplated this Agreement do not and will not (i) contravene or conflict with such Party’s organizational documents, (ii) assuming compliance with the matters referred to in this Section 3.01(c), contravene or conflict with or constitute a violation of any provision of any Applicable Law, (iii) assuming compliance by the other relevant party with the matters relating to such other party referred to in this Section 3.01(c), constitute a material default under any material agreement, contract, or other instrument binding upon such Party or by which any of its properties or assets is or may be bound or any license, franchise, permit, or similar authorization held by such Party.

(a)

to the Knowledge of GE, none of the GE Due Diligence Material contains an untrue statement of material fact, or omits to state a material fact necessary in order to make such GE Due Diligence Material, in the light of the circumstances under which it was provided to Aviall, not materially misleading.

(b)

except as set forth on Exhibit F hereto, to the Knowledge of GE, no event has occurred that has resulted, and no event is presently pending, presently threatened or presently contemplated by GE that is reasonably likely to result in a material adverse effect on the ability or intent of GE to manufacture, produce or deliver any Product at a level and in a manner that such activities are being conducted in the ordinary course of business prior to the execution of this Agreement.

(c)

except as set forth on Exhibit F hereto, to the Knowledge of GE, no event has occurred that has resulted, and no event is presently pending or presently threatened by a relevant airworthiness authority that is reasonably likely to result, in a material adverse effect on the ability of carriers and operators to operate the CF6-50 and CF6-80A aircraft engines.

(d)

except as set forth on Exhibit F hereto, to the Knowledge of GE, GE has not received written notice from any of the Customers identified in Exhibit F that any such listed Customer has terminated or has invoked the termination process with respect to its contract with GE for the purchase of Products.

(a)

use its reasonable commercial efforts to establish and maintain an effective sales force and to promote sales of the Products to Customers throughout the Territory.

(b)

appoint and maintain a qualified Product Manager dedicated exclusively to the Products and located on-site at GE throughout the Term.

(c)

purchase the Products exclusively from GE in accordance with the terms of this Agreement. Service Provider shall submit all Purchase Orders subject to the catalog unit pack quantity (UPQ) set forth in the catalog and the Manufacturing Lead Times.

(d)

make no warranty or guaranty, orally or in writing, concerning any of the Products, which might be perceived by a customer as in any way binding GE, except for such warranties as are customarily made by GE to a first retail purchaser of the Products and in accordance with Article VII hereof.

(e)

at its own cost and expense, procure and maintain in full force and effect during the Term of this Agreement coverage for GE as an additional insured under customary policies of insurance including, without limitation, commercial general liability, product operations where the Service Provider believes liabilities may exist warranting such insurance. The Service Provider agrees to waive any right of subrogation against GE in this or any other policy of insurance carried by Service Provider, but only to the extent that Service Provider may be obligated to indemnify GE pursuant to Article XII of this Agreement.

(f)

procure, implement and support the information technologies (IT) infrastructure necessary to perform the services and conduct the transactions contemplated by this Agreement, as determined by the Steering Committee from time to time. Service Provider agrees to use reasonable commercial efforts to implement the necessary IT infrastructure agreed to by the Steering Committee to facilitate electronic communications between the Parties and to Customers.

(g)

assume the primary distributing, forecasting, planning, warehousing and expediting role for Products.

(h)

provide GE with detailed, non-binding part number level forecasts for a rolling two year time period in a mutually agreeable format and as reasonably requested by GE from time to time, but no more often than once a month. Such forecasts shall include, without limitation and upon GE’s request, part number, lead part number, nomenclature, on-hand inventory by site, current on-order, model applicability, demand for the previous twelve months (or such shorter period for which Service Provider has information) by month, forecast demand and safety stock.

(i)

maintain an inventory management and traceability system that provides serialized part information for parts identified in writing by GE and provide such data to Customers and to GE upon its request.

(j)

comply with all statutes, laws, ordinances, rules, regulations, and any other governmental authority in connection with its sale and distribution of the Products, including but not limited to obtaining any required export licenses and other authorizations in accordance with the International Traffic in Arms Regulation (ITAR), economic and trade sanctions administered by the United States Department of Treasury Office of Foreign Asset Control, and the Export Administration Regulations (EAR) to export any Product from the United States, and maintaining compliance with all applicable FAA and ATA regulations and guidelines. The Service Provider has the sole responsibility for ensuring that it complies with all U.S. Government export control laws and regulations.

(k)

provide to GE upon GE’s request sales reports detailing sales to specific Customers, including specific Products purchased, date of sales and sales price. In addition, GE shall have the right upon reasonable notice and during normal business hours to examine sales records and other data relating to the activities of Service Provider contemplated under this Agreement; provided , however , that any such examination will be conducted in a manner that does not unreasonably disrupt Service Provider’s business operations; and, provided further , that nothing herein shall be deemed to authorize or permit GE access to sales records and data regarding sales of merchandise for third parties for which Service Provider distributes merchandise or to non-public financial data of Service Provider involving sales other than sales of the Products.

(l)

comply with any directives relating to the Products from GE’s Product Control Board (PCB). GEESD shall notify Service Provider promptly upon becoming aware of any proposed PCB directives.

(m)

provide to GE information reasonably requested by GE in connection with proposed design change implementation affecting a Product, including without limitation information as to on-hand inventory for such Product.

(n)

package and ship all Products in accordance with ATA Specification 300 and any other procedures required by law or reasonably requested by GE.

(o)

as requested by GE from time to time, cooperate with and support GE in any programs for Customers relating to the Products in which GE may offer Customers prices on Products that are lower than Catalog List Price. In such cases, Service Provider’s sale price to the Customer for such Product shall not exceed the price agreed between GE and Customer; provided , however , that in any such case, GE shall provide Service Provider by the fifteenth day of each month for sales made in the preceding month with a credit in an amount equal to the difference between the price agreed between GE and Customer and the Catalog List Price at the time of such sale. Service Provider’s obligation under this paragraph (o) is solely limited to selling Product at an adjusted price, and any terms or conditions of such programs (for example, warranties, training, or Product support) that would require Service Provider to perform services for Customers beyond the scope of those otherwise required of Service Provider under this Agreement are to be provided and performed by GE.

(p)

provide initial provisioning data obtained with GE’s assistance to Customers in accordance with applicable ATA specifications.

(q)

cooperate with GE to establish customer order lead times that are consistent with current market demands.

(r)

comply with and fulfill applicable requirements of the appropriate revision levels of the ATA Specification 300, Packaging of Airline Supplies and Specification 2000, International Specification for Integrated Data Processing Supply. In addition, Service Provider shall subscribe and conform to the general principles of the “World Airline Suppliers’ Guide” and World Airline Technical Operations Glossary (for definitions of standard industry terms) published by ATA.

(a)

Service Provider hereby acknowledges receipt of a copy of GE’s Policy 20.4 and agrees to comply with such policy.

(b)

Except as set forth on Exhibit G hereto, Service Provider agrees that it will not engage any independent or third party non-employee sales representatives, distributors, consultants, dealers or other resellers (“ Sales Representatives ”), nor modify or renew any existing agreement, to market, sell or distribute the Products without GE’s prior written consent subject to GE’s customary internal due diligence process for Sales Representatives, which consent shall not be unreasonably withheld with respect to geographic regions in the Territory where the use of Sales Representatives is customary in Service Provider’s business.

(c)

In the event GE has a reasonable basis to believe that any Sales Representative that was previously approved by GE is engaging or has engaged in any activity in violation of Applicable Law or any activity contrary to the principles set forth in GE Policy 20.4, GE shall give written notice to Service Provider and Service Provider shall immediately cease using such Sales Representative to sell, market or distribute Products in the future.

(a)

produce, deliver, and sell the Products in the quantities ordered by Service Provider at the price set forth in Section 6.01, using reasonable efforts to deliver such Products within Manufacturing Lead Times. GE shall not deliver orders more than five (5) Business Days prior to the requested ship date without the Service Provider’s prior written approval.

(b)

subject to Sections 2.03, 2.06 and 2.07 hereof, refrain from selling and cause its Affiliates to refrain from selling Products to any person (including any Affiliate) other than the Service Provider; provided , however , that nothing in this Agreement shall prohibit or limit GE Aviation Materials LP or any other Affiliate of GE from engaging in the purchase and sale of Used Serviceable Parts or New Surplus Parts for CF6-50 or CF6-80A engines.

(c)

purchase all of GE’s (and its Affiliates) needs for Product, including but not limited to Product to be used within GE’s (or its affiliates) overhaul or maintenance facilities, from Service Provider; provided , however , that nothing in this Agreement shall in any way affect or limit the right or ability of GE (and its Affiliates) from purchasing and utilizing Used Serviceable Parts or New Surplus Parts for CF6-50 or CF6-80A engines; provided further , that nothing in this Agreement shall in any way affect the right of GE (and its Affiliates) to use any material or parts provided by a customer in connection with maintenance, repair and overhaul services provided by GE or its Affiliates.

(d)

use reasonable efforts to promptly refer to Service Provider all leads, prospects, and related information which are directed to it or which it receives from Customers regarding potential purchases of the Products within the Territory.

(e)

provide to Service Provider and its personnel appropriate training relating to the Products, as mutually agreed from time to time by the Parties. Each Party shall be solely responsible for its travel and living expenses related to such training.

(f)

ensure that all Products sold to Service Provider have all appropriate governmental and regulatory approvals as required for installation on type certified aircraft or engines, or on military aircraft. Additionally, GE will provide Service Provider with all certifications required by any Governmental Authority from the manufacturer of the Products.

(g)

comply with all statutes, laws, ordinances, rules, regulations and any other Governmental Authority in connection with the manufacture of the Products. GE shall promptly notify the Service Provider whenever it receives any notice addressed to it by a Governmental Authority concerning the application of any new rule, directive, regulation or other governmental requirement concerning the sale of any Product in the Territory.

(h)

at its own cost and expense, procure and maintain in full force and effect during the Term of this Agreement coverage for Service Provider as an additional insured under a Broad Form Vendors Endorsement to GE’s (and of any of the Affiliates of GE which may carry insurance with regard to the design, production or sale of the Products) liability insurance policy(ies) and GE (on its behalf and on behalf of any

(i)

provide Service Provider notice of any Products that will be superceded or modified promptly after GEESD has received company internal documentation (CID) relating to such proposed superceded or modified Product.

(j)

procure, implement and support the information technologies (IT) infrastructure necessary to perform the services and conduct the transactions contemplated by this Agreement, as determined by the Steering Committee from time to time. GE agrees to use reasonable commercial efforts to implement the necessary IT infrastructure to facilitate electronic communications between the Parties and to Customers.

(k)

provide Service Provider with the history of parts configuration for the Products from the GE Electronic Bill of Material (EBOM) system.

(l)

provide the Service Provider’s Product Manager with an appropriate office and other infrastructure ( e.g. , telephone, Internet access, furniture, and copier and fax access) at GE’s facility as may be reasonably requested from time to time by Service Provider.