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EXHIBIT 10.19
PW4056 SERIES ENGINE SALES AGREEMENT
Between
WILLIS LEASE FINANCE CORPORATION
And
UNITED TECHNOLOGIES CORPORATION
PRATT & WHITNEY GROUP
PRATT & WHITNEY EAGLE SERVICES
SERVICEABLE MATERIAL MANAGEMENT ORGANIZATION
August 14, 1997
This document contains matter of a proprietary nature and is delivered upon the
express condition that it is not disclosed or reproduced in whole or in part
without the written consent of United Technologies Corporation. This restriction
does not limit the right to disclose information obtained legally from other
sources in lawful possession of such information.
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WILLIS LEASE FINANCE CORPORATION
PW4056 SERIES ENGINE SALES AGREEMENT
TABLE OF CONTENTS
Page
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ENTIRE AGREEMENT
1.0 DEFINITIONS UNDER THE AGREEMENT: 1
2.0 PURCHASE AND SALE OF ENGINES: 3
3.0 TAXES: 5
4.0 INSPECTION, DELIVERY, TITLE, RISK OF LOSS: 5
5.0 WARRANTIES: 7
6.0 EXCUSABLE DELAY: 8
7.0 DEFAULT, REMEDIES: 8
8.0 INDEMNIFICATION: 9
9.0 LIABILITY LIMITATION: 10
10.0 MISCELLANEOUS: 10
11.0 EXECUTION OF THE AGREEMENT: 14
EXHIBITS:
EXHIBITS 1-9: ENGINE BILLS OF SALE
EXHIBITS 10-18: ENGINE ACCEPTANCE RECEIPTS
EXHIBITS 19-27: ENGINE INSPECTION ACKNOWLEDGMENT RECEIPTS
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PW4056 SERIES ENGINE SALES AGREEMENT
Between
WILLIS LEASE FINANCE CORPORATION
And
UNITED TECHNOLOGIES CORPORATION
PRATT & WHITNEY GROUP
PRATT & WHITNEY EAGLE SERVICES
SERVICEABLE MATERIAL MANAGEMENT ORGANIZATION
THIS AGREEMENT ("the Agreement") is made and entered into by and between WILLIS
LEASE FINANCE CORPORATION, a corporation organized and existing under the laws
of the State of California, having an office and place of business at 180 Harbor
Drive, Suite 200, Sausalito, California 94965 (hereinafter referred to as
"WLFC"), and UNITED TECHNOLOGIES CORPORATION, Pratt & Whitney Group, Pratt &
Whitney Eagle Services, Serviceable Material Management Organization, a
corporation organized and existing under the laws of the State of Delaware,
having an office and place of business in the Town of East Hartford, Connecticut
(hereinafter referred to as "Pratt & Whitney", "PWES" or "PW") is effective as
of the 28th day of August, 1997.
WITNESSETH
WHEREAS, PWES desires to sell nine (9) used, bare PW4056 Pratt & Whitney
aircraft engines without Quick Engine Change Hardware ("QEC") and excluding
engine stands; and
WHEREAS, WLFC desires to purchase from PWES nine (9) used, bare PW4056 Pratt &
Whitney aircraft engines without QEC and excluding engine stands;
NOW THEREFORE: In consideration of the mutual covenants and conditions contained
in this Agreement, WLFC and PWES (individually a "Party" and collectively the
"Parties") the Parties agree as follows:
ARTICLE 1.0 - DEFINITIONS UNDER THE AGREEMENT
In addition to words and terms elsewhere defined in this Agreement, the
following words and terms as used in this Agreement shall have the following
meanings unless some other meaning is apparent from the context in which the
words and terms are used:
Contract Number: 97035A dated August 14, 1997
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WLFC PW4056 Series Engine Sales Agreement - Contract No.: 97035A, dated
August 14, 1997 (Continued)
A. BILL OF SALE:
A bill of sale for each Engine substantially in the form of Exhibits 1-9
conveying title to the Engines.
B. DELIVERY:
The following concurrent events performed in accordance with the Delivery
procedure described in Paragraph 4.2: (i) delivery of each Engine by PWES
to WLFC; and (ii) execution and delivery of the Engine Acceptance Receipts
by WLFC for each Engine being received by WLFC.
C. ENGINE:
Any of the used, bare PW4056 Pratt & Whitney aircraft engines (excluding
engine stands) bearing manufacturer's serial numbers 727344, 727346,
727347, 727365, 727379, 727383, 727384, 727385, and 727393 (each one an
"Engine", collectively, the "Engines') in "AS IS, WHERE IS" condition
without QEC and "AS-REMOVED".
D. ENGINE DOCUMENTATION:
All documentation records in the possession of PWES with respect to the
operation and maintenance of the Engines.
E. ENGINE ACCEPTANCE RECEIPT:
Receipt substantially in the form of Exhibits 10-18 to be signed by WLFC
and delivered at the time of delivery of each Engine in accordance with
Paragraph 4.2.
F. ENGINE INSPECTION ACKNOWLEDGMENT RECEIPT:
A receipt substantially in the form of Exhibits 19-27 executed upon WLFC's
completion of inspection of each Engine and the Engine Documentation.
G. EXCUSABLE DELAY:
Any delay in either Party's performance occasioned by causes beyond the
Party's reasonable control and not occasioned by its intentional acts,
fault or negligence, and including acts of God or public enemies, or
industrial or civil disturbances.
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WLFC PW4056 Series Engine Sales Agreement - Contract No.: 97035A, dated
August 14, 1997 (Continued)
H. PURCHASE PRICE:
Twenty-Four Million, Eight Hundred and Ninety-Four Thousand Dollars
($24,894,000.00) as total consideration for the Engines.
ARTICLE 2.0 - PURCHASE AND SALE OF ENGINES
2.1 Purchase of Engines. PWES agrees to sell to WLFC, and WLFC agrees to
purchase from PWES, the nine (9) Engines, pursuant to the terms and
subject to the conditions of this Agreement.
2.2 Payment of Purchase Price. The Purchase Price for each Engine shall be
payable to PWES on the date of the relevant Engine Delivery as described
in Paragraph 4.3. For any specified Engines that are to be overhauled by
PWES's Cheshire, Connecticut facility, on behalf of WLFC, WLFC shall be
invoiced for the specified Engine purchase price and associated overhaul
costs upon satisfactory completion of the overhaul. All payments to be
made by WLFC pursuant to this Agreement shall be made by wire transfer in
immediately available United States funds, such payments to be deposited
on the dates such payments are due, to the account of PWES at:
Pratt & Whitney
Account Number: 52-23725
First National Bank of Chicago
Routing Number: 071000013
2.3 Transfer of Engine Documentation. Upon the Delivery of each Engine, PWES
shall deliver all Engine Documentation to WLFC. Simultaneous with the
complete payment of the Purchase Price, PWES shall transfer and assign its
interests to WLFC in the Engine Documentation.
2.4 PWES shall provide with each Engine shipped to WLFC the following
information, if available, which shall include all available Engine
Documentation as provided by Air India relating to the Engines:
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WLFC PW4056 Series Engine Sales Agreement - Contract No.: 97035A, dated
August 14, 1997 (Continued)
Engine Record Data To Be Provided To WLFC
1. Bill of Sale for each Engine.
2. Letter and documentation stating the reason for removal of each
Engine which shall include a Form 8130-3 or JAA Form.
3. Life Limited parts sheet signed by Air India for each Engine.
4. Material Certification form from Air India and/or PW for each
Engine, as applicable.
5. Log sheet defining any work performed by Air India on each Engine.
6. Documentation and verification defining the preservation performed
on each Engine to ensure that the Engine(s) are preserved to Pratt &
Whitney specifications prior to Delivery.
On behalf of WLFC, PWES will put forward reasonable efforts to obtain any
of the above Engine Documentation that WLFC requires from Air India.
Additionally, PWES shall provide copies of the Pratt & Whitney original
build documentation for each Engine.
2.5 PWES will be under no obligation to ship an Engine if there is a previous
invoice outstanding by WLFC to PW which exceeds PW's outstanding invoice
balance to WLFC.
2.6 Within at least fifteen (15) days prior to Delivery notification of any
specified Engine described in this Agreement by WLFC to PW, WLFC and PW
shall mutually agree whether each Engine to be Delivered shall be either
leased or disposed of for its modules and component parts. PW shall be
granted by WLFC the "right of first refusal" to lease each such Engine as
Delivery notification is exercised by WLFC. When a lease is mutually
agreed to by the parties, the Lease Support Agreement by and between WLFC
and PW shall govern. When WLFC determines that a PW engine as described in
this Agreement will no longer be made available for leasing by customers
of WLFC or its affiliates (such PW Engine being referred to as an
unserviceable Engine), WLFC will dispose of such Engine(s), and the
modules, parts and components thereof in accordance with the Engine
Disposition Agreement.
2.7 PW shall provide, at no-charge to WLFC, four (4) PW engine data plates to
allow whatever four (4) engines, as described in this Agreement or
otherwise, that WLFC selects to be operated at a PW4060 thrust rating and
which shall exclude the programming plugs. WLFC shall return
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WLFC PW4056 Series Engine Sales Agreement - Contract No.: 97035A, dated
August 14, 1997 (Continued)
to PW the specified PW4056 data plates in exchange for PW4060 data plates.
WLFC shall so identify the subject first two (2) Engines by serial number
from the Engines specified in this Agreement at the time of or prior to
the delivery to WLFC to which Engines the data plates shall be assigned.
WLFC shall cause each of the subject first two (2) Engines to be
overhauled and modified by PW at PW's Cheshire, Connecticut facility to
the PW4060 thrust rating. It is contemplated that the third and fourth
engines that WLFC selects at its sole discretion, whether part of this
Agreement or otherwise, may be, but not necessarily, overhauled or
modified by PW's Cheshire Connecticut facility. This data plate
provisioning has an estimated value of Three Hundred and Forty-Seven
Thousand, Eight Hundred Dollars ($347,800.00) per Engine to WLFC.
2.8 PW shall grant WLFC the "right of first refusal" to competitively bid on
the purchase of PW engine serial number 727391, if PW decides to sell said
Engine, and which is not part of this Agreement.
ARTICLE 3.0 - TAXES
3.1 Taxes. (a) The Purchase Price does not include, and WLFC shall be liable
for, all property, sales, use, excise or any other similar taxes and
customs or other duties which are based upon the purchase and sale or any
subsequent use, operation or possession of the Engine (the "Taxes"),
exclusive of taxes on or measured by PWES's income. WLFC shall promptly
remit to PWES or the proper taxing authority and shall indemnify, defend
and hold PWES, its officers, employees and directors, harmless for and
against all such Taxes, interest and penalties assessed, and reasonable
attorneys' fees incurred in connection with the payment or collection of
such Taxes.
(b) The provisions of this Article 3.0 shall survive the completion of
the transactions contemplated by this Agreement and its earlier
cancellation or termination.
ARTICLE 4.0 - INSPECTION, DELIVERY, TITLE, RISK OF LOSS
4.1 Place of Inspection and Delivery. Inspection and Delivery of each Engine
shall occur at PWES's facility in East Hartford, Connecticut in accordance
with Paragraph 4.2.
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WLFC PW4056 Series Engine Sales Agreement - Contract No.: 97035A, dated
August 14, 1997 (Continued)
4.2 Inspection and Delivery. (a) WLFC shall have a reasonable time to inspect
and inventory each Engine and the Engine Documentation; provided, however,
that such inspections shall be performed no later than ten (10) days prior
to the scheduled Delivery. Upon completion of the relevant Engine
inspection, WLFC shall execute and deliver to PWES the Engine Inspection
Acknowledgment Receipt and the Engine Acceptance Receipt evidencing its
acceptance of the Engine and the Engine Documentation. Upon (i) PWES's
receipt of the duly executed Engine Inspection Acknowledgment Receipt, and
Engine Acceptance Receipt, and (ii) acknowledgment by Pratt & Whitney's
bank that the payment has been received in accordance with Article 2.0
PURCHASE AND SALE OF ENGINES hereof, then PWES shall deliver the Engine to
WLFC with an executed Bill of Sale evidencing WLFC's ownership of the
Engine.
(b) Upon Delivery of the Engine to WLFC, WLFC shall bear full risk of
loss of, or damage to, the Engine. Upon execution by WLFC of the
Engine Inspection Acknowledgment Receipt, WLFC shall be responsible
for any technical discrepancies in the Engine and the Engine
Documentation which it has accepted.
(c) Title to each Engine shall pass to WLFC upon Delivery.
4.3 Delivery Schedule. The Engine Delivery and payment plan schedule for each
Engine shall begin as mutually agreed and further described in the table
below with progressive Engine deliveries monthly after the execution of
this Agreement through December, 1997 or as amended from time to time. All
Engine deliveries, or any combination thereof, and payments shall be
fulfilled by the end of December, 1997.
Date of 1997 Monthly Engine Purchase Price
Engine Deliveries Engine Serial Number (U.S. Dollars)
----------------- -------------------- --------------
August 31 S/N727379 & 727344 $5,532,000.00
September 30 S/N727347 & 727383 $5,532,000.00
October 31 S/N727384 & 727346 $5,532,000.00
November 30 S/N727385 & 727393 $5,532,000.00
December 31 S/N727365 $2,766,000.00
Note:
o Engine S/N 727379 and 727344 are each subject to a separate Purchase
Order for sale to WLFC which is superseded by this Agreement.
o The ninth (9th) engine is to be delivered on or before the end of
December, 1997.
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WLFC PW4056 Series Engine Sales Agreement - Contract No.: 97035A, dated
August 14, 1997 (Continued)
4.4 Within ninety (90) days of Delivery to WLFC, WLFC shall return to PWES the
relevant engine stand(s) and pay all related expenses and insurance for
return shipment. PWES shall be named as loss payee for the engine stand(s)
while in the care, custody and control and return transportation to PW.
ARTICLE 5.0 - WARRANTIES
5.1 Warranties. (a) PWES covenants that at the time of Delivery of each Engine
it will transfer to WLFC its legal and beneficial title to the Engine as
received from Air India and that PW will have taken no action to grant,
permit or create in any third party security interest, lien, claim, charge
or encumbrance, and that it shall have full power and lawful authority to
sell the Engine to WLFC.
(b) EXCEPT AS PROVIDED IN PARAGRAPH 5.1(A), THE ENGINE, INCLUDING
THE COMPONENT PARTS THEREOF, BEING SOLD BY PWES WILL BE SOLD
"AS IS", "WHERE IS" AND WITHOUT QEC AND EXCLUDING THE ENGINE
STANDS AND PWES MAKES NO WARRANTIES, GUARANTEES OR
REPRESENTATIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED,
STATUTORY OR OTHERWISE, THAT SHALL SURVIVE DELIVERY AS TO THE
ENGINE AND THE COMPONENT PARTS THEREOF, INCLUDING BUT NOT
LIMITED TO THE CONDITION OR AIRWORTHINESS THERETO; AND WLFC
HEREBY WAIVES ALL OTHER WARRANTIES, REMEDIES OR LIABILITIES,
EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, AND PWES SHALL
HAVE NO LIABILITY TO WLFC WITH RESPECT TO FITNESS FOR ANY
INTENDED PURPOSE AND MERCHANTABILITY, ANY OBLIGATION OF A
SELLER ARISING FROM TORT OR STRICT PRODUCTS LIABILITY CLAIMS,
OR FOR LOSS OF USE, REVENUE OR PROFIT, OR FOR INCIDENTAL OR
CONSEQUENTIAL DAMAGES, OR FOR ANY EXPENSE DIRECTLY OR
INDIRECTLY ARISING FROM THIS TRANSACTION AND THE USE OF THE
ENGINE OR ANY INABILITY TO USE THE ENGINE EITHER SEPARATELY OR
IN COMBINATION WITH OTHER PARTS OR EQUIPMENT OR FROM ANY OTHER
CAUSE. WLFC ACKNOWLEDGES THAT THE FOREGOING WAIVERS AND
AGREEMENTS WERE AGREED TO BY IT IN THE COURSE OF BARGAINING AND
NEGOTIATION WITH RESPECT TO THIS AGREEMENT AND THAT THE
PURCHASE PRICE AND OTHER TERMS HEREIN REFLECT SUCH WAIVERS AND
AGREEMENTS BY WLFC.
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WLFC PW4056 Series Engine Sales Agreement - Contract No.: 97035A, dated
August 14, 1997 (Continued)
(c) PWES makes no representations as to what uses or applications
may be made of the Engine in the condition in which the Engine
is delivered. Further, PWES makes no representations as to
whether the Engine complies with, or is capable of being
modified so as to comply with, any present or future
environmental restrictions or requirements imposed by any
governmental entity, including, but not limited to,
requirements with respect to noise abatement and emission
control. WLFC shall have the responsibility of obtaining
whatever certification, waiver or exemption is necessary from
applicable government agencies for projected uses or
applications of the Engine.
(d) WITH THE EXCEPTION OF THE WARRANTIES PROVIDED ABOVE, THE ENGINE
DOCUMENTATION IS BEING TRANSFERRED "AS IS" AND "WHERE IS", AND NO
WARRANTY AS TO TITLE, ACCURACY, COMPLETENESS OR OTHERWISE IS MADE,
EXPRESSLY OR IMPLIEDLY.
ARTICLE 6.0 - EXCUSABLE DELAY
PWES or WLFC shall promptly notify the other Party when an excusable delay has
occurred or is likely to occur, specifying to the extent practicable the
estimated duration of such Excusable Delay.
ARTICLE 7.0 - DEFAULT, REMEDIES
7.1 Events of Default. (a) Any one or more of the following events shall
constitute an Event of Default:
(i) If either Party shall fail in the performance of any of its
obligations contained in this Agreement (and such failure is not
caused by Excusable Delay), which failure shall not be cured within
ten (10) business days after receipt of written notice from the
other Party;
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WLFC PW4056 Series Engine Sales Agreement - Contract No.: 97035A, dated
August 14, 1997 (Continued)
(ii) If either Party files a voluntary petition in bankruptcy, or
shall be adjudicated as bankrupt or insolvent, or shall file
any petition or answer seeking any reorganization, composition,
readjustment, liquidation, or similar relief for itself under
any present or future statutes, law or regulation of the United
States, or shall seek or consent to or acquiesce in the
appointment of any trustee, or shall make any general
assignment for the benefit of creditors, or shall admit in
writing its inability to pay its debts generally as they become
due; or
(iii) If a petition shall be filed against either Party seeking
reorganization, composition, readjustment, liquidation or similar
relief under any present or future statute, law, or regulation of
the United States and such petition shall remain undismissed or
unstayed for an aggregate of sixty (60) days (whether or not
consecutive), or if any trustee, receiver, or liquidator of either
Party is appointed, which appointment shall remain unvacated or
unstayed for an aggregate of sixty (60) days (whether or not
consecutive).
7.2 Remedies. Upon the occurrence of an Event of Default by either of the
Parties, the non-defaulting Party shall have all the rights and remedies
available to it under this Agreement in accordance with the internal laws
of the State of Connecticut.
ARTICLE 8.0 - INDEMNIFICATION
WLFC shall release and indemnify, defend and hold harmless PWES, its officers,
directors, employees, and agents (collectively the "PWES Indemnitees") from any
and all liabilities, damages, losses, expenses, claims, demands, suits, or
judgments (including but not limited to reasonable attorney's fees, costs, and
related expenses) that may be suffered by, accrued against, be charged to or be
recovered from any of the PWES Indemnitees by any third party for any injury to
or death of any person, and for any loss of, damage to, or destruction of any
property whatsoever, in any manner arising solely out of, the possession,
ownership, maintenance, operation or use of the Engine after Delivery; provided,
however, the foregoing indemnification shall not apply to any claims resulting
from the gross negligence or willful misconduct of any of the PWES Indemnitees.
This obligation shall survive the expiration or earlier termination of this
Agreement.
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WLFC PW4056 Series Engine Sales Agreement - Contract No.: 97035A, dated
August 14, 1997 (Continued)
ARTICLE 9.0 - LIABILITY LIMITATION
The price allocable hereunder to any product or service alleged to be the cause
of any loss or damage to WLFC shall be the ceiling limit on PWES's liability,
whether founded in contract, tort (including negligence) or strict liability,
arising out of or resulting from (i) this order or the performance or breach
thereof, (ii) the design, manufacture, delivery, sale, Maintenance Service,
replacement, or (iii) the use of any such product or the furnishing of any such
service. In no event shall PWES have any liability for any indirect, incidental
or consequential damages.
ARTICLE 10.0 - MISCELLANEOUS
10.1 Assignment. This Agreement shall inure to the benefit of and be binding
upon each of the Parties and their respective successors and assigns,
but neither the rights nor the duties of either Party under this
Agreement may be voluntarily assigned or delegated without the prior
written consent of the other Party.
10.2 Headings and Captions. All section headings and captions used in this
Agreement are for convenience of reference and shall not affect the
interpretation of this Agreement.
10.3 Exhibits. All Exhibits described in this Agreement shall be deemed to be
incorporated in and made a part of this Agreement, except that if there
is any inconsistency between this Agreement and the provisions of any
Exhibit the provisions of this Agreement shall control. Terms used in an
Exhibit and also used in this Agreement shall have the same meaning in
the Exhibit as in this Agreement.
10.4 Applicable Law. This Agreement shall be deemed entered into with and
shall be governed by and interpreted in accordance with the internal
laws of the State of Connecticut for the resolution of any disputes
which may arise hereunder.
10.5 Amendments. This Agreement shall not be modified except by a written
amendment executed on behalf of both Parties by their respective duly
authorized officers.
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WLFC P W4056 Series Engine Sales Agreement - Contract No.: 97035A, dated
August 14, 1997 (Continued)
10.6 Entire Agreement. This Agreement supersedes all prior understanding,
representations, negotiations and correspondence between the Parties,
constitutes the entire agreement between them with respect to the
matters described, and shall not be modified or affected by any course
of dealing, course of performance or usage of trade. Only the terms and
conditions of this Agreement, including attachments incorporated by
reference, shall apply. Printed terms or conditions (other than those
acknowledging or affirming application of this Agreement) appearing on,
or attached to WLFC's Purchase Orders shall not apply.
10.7 Legality of Provisions. If any provision of this Agreement is held to be
invalid, illegal, or unenforceable, the validity, legality, and
enforceability of the remaining provisions shall in no way be affected
or impaired.
10.8 No Waiver. The failure of either Party at any time to require
performance by the other of any provision of this Agreement shall in no
way affect that Party's right to enforce such provision, nor shall the
waiver by either Party of any breach of any provision of this Agreement
be taken or held to be a waiver of any further breach of the same
provision or any other provision.
10.9 Public Release of Information. Each Party shall in each instance obtain
the prior written approval of the other Party concerning exact text and
timing of news releases, articles, brochures, advertisements prepared
speeches or any other information releases concerning this Agreement.
10.10 Counterparts. This Agreement maybe executed in any number of
counterparts and each fully executed counterpart shall be deemed an
original.
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WLFC PW4056 Series Engine Sales Agreement - Contract No.: 97035A, dated
August 14, 1997 (Continued)
10.11 Notices. All notices, approvals, requests, consents, and other
communications given pursuant to this Agreement shall be in writing and
shall be deemed effective when received if hand-delivered, sent by
telex, sent by Federal Express Priority Service or sent by United States
Certified or Registered Mail, addressed as follows:
If To WLFC: Willis Lease Finance Corporation
180 Harbor Drive, Suite 200
Sausalito, California 94965
Attention: Mr. Charles F. Willis
Title: President
Telephone Number: (415) 331-5281
Fax Number: (415) 331-0607
BALANCE OF THIS PAGE INTENTIONALLY LEFT BLANK
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WLFC PW4056 Series Engine Sales Agreement - Contract No.: 97035A, dated
August 14, 1997 (Continued)
If To PWES: United Technologies Corporation
Pratt & Whitney Group
Pratt & Whitney Eagle Services
Serviceable Material Management Organization
400 Main Street
East Hartford, Connecticut 06108
Attention: Mr. Paul S. Uccello
Title: General Manager
Mail Stop: 124-18, OBE-1
Telephone Number: (860) 565-6106
Fax Number: (860) 565-8077
Mr. Loren P. Stolp, Esq.
Deputy General Counsel
United Technologies Corporation
Pratt & Whitney Group
400 Main Street
Mail Stop: 132-12, OBG-2NW
East Hartford, Connecticut 06108
Fax Number: (860) 565-9276
Changes to the recipient or address of the recipient for notices may be
made by certified mail to the other party and will not require formal
modification of this Agreement.
BALANCE OF THIS PAGE INTENTIONALLY LEFT BLANK
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WLFC PW4056 Series Engine Sales Agreement - Contract No.: 97035A, dated
August 14, 1997 (Continued)
ARTICLE 11.0 - EXECUTION OF THE AGREEMENT
IN WITNESS WHEREOF, the parties hereto have hereunto caused their names to be
set hereto and to a duplicate this 28th day of August, 1997.
Witnesses: WILLIS LEASE FINANCE CORPORATION
______________________________ By: /s/ Charles F. Willis
Charles F. Willis
______________________________ Title: President
Witnesses: UNITED TECHNOLOGIES CORPORATION
Pratt & Whitney Group
Pratt & Whitney" Eagle Services
_______________________________ By: /s/ Joseph H. Lubenstein
Joseph H. Lubenstein
_______________________________ Title: Vice President & General Manager
Spare Parts Management
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