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EXHIBIT 10
AIRCRAFT ENGINE SALES AGREEMENT
FOR
AIRTRAN AIRWAYS, INC.
THIS AIRCRAFT ENGINE SALES AGREEMENT ("Agreement") is made and entered into as
of March 28, 1997, by and between GREENWICH AIR SERVICES, INC., a Delaware
corporation, of ▇▇▇▇ ▇.▇. ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ U.S.A., with a
mailing address of ▇.▇. ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇.▇.▇. ("Seller" or
"Greenwich") and AIRTRAN AIRWAYS, INC., a Delaware corporation, of ▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ ("Buyer").
I. AGREEMENT TO SELL. Seller hereby sells to Buyer and Buyer hereby
purchases from Seller the equipment described in ARTICLE II herein (the
"Equipment"), subject to the terms and provisions of this Agreement.
The Terms and Conditions to this Agreement, attached hereto as Exhibit
A, together with any Attachment thereto, Exhibit B, or Endorsements
identified below, are incorporated herein by reference.
II. EQUIPMENT. Two (2) ▇▇▇▇▇ & Whitney Engines (each having seven hundred
fifty (750) or more rated takeoff horsepower), including all parts
attached thereto, and further described as:
Engine Serviceable
(1) Make Model Configuration Serial No. Tag
---- ----- ------------- ---------- -----------
▇▇▇▇▇ & ▇▇▇▇▇▇▇ JT8D-9A P&W Basic 656857 Greenwich
At February 28, 1997, Total Time Since New: 32,382:40
At February 28, 1997, Total Cycles Since New: 35,409
Engine Serviceable
(2) Make Model Configuration Serial No. Tag
---- ----- ------------- ---------- -----------
▇▇▇▇▇ & Whitney JT8D-15 P&W Basic 687645 Greenwich
At February 28, 1997, Total Time Since New: 36,023:30
At February 28, 1997, Total Cycles Since New: 25,326
III. PURCHASE PRICE. The aggregate Purchase Price is One Million Two
Hundred Thousand U.S. Dollars ($1,200,000.00) allocated to the
Equipment as follows:
ESN 656857 $500,000.00
ESN 687645 $700,000.00
IV. PAYMENTS. Buyer shall pay to Seller the purchase price of this engine
and all other outstanding invoices and/or amounts owed to Seller in
accordance with the payment schedule found at Schedule I attached
hereto.
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V. INSPECTION. The Equipment is currently installed on Buyer's aircraft
and is under the complete control and direction of Buyer, therefore
Buyer hereby waives the Inspection of the Equipment. Buyer has
inspected and accepts the Engine records.
VI. DELIVERY. Delivery Date - On or before March 31, 1997.
Delivery Location - As installed on Buyer's aircraft.
VII. NOTICES.
If to Seller: If to Buyer:
Greenwich Air Services, Inc. AirTran Airways, Inc.
▇▇▇▇ ▇.▇. ▇▇▇▇ ▇▇▇▇▇▇ 6280 ▇▇▇▇▇▇▇▇▇ National Drive
▇▇▇▇. ▇▇ MIAD ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇.▇.▇. ▇▇▇▇▇ Attn: ▇▇▇▇ ▇▇▇▇▇▇▇▇,
Attn: Sr. V.P. Business Development V.P. Maintenance
Fax: (▇▇▇)▇▇▇-▇▇▇▇ Fax: (▇▇▇) ▇▇▇-▇▇▇▇
VIII. MISCELLANEOUS.
a. Each Engine is sold under Seller's Standard Aircraft
Engine Service Warranty, attached hereto as Exhibit B, covering
workmanship accomplished at the last shop visit performed by
Seller, but otherwise in an "AS IS, WHERE IS" condition. The
warranty period shall be ninety (90) days or five hundred (500)
hours, whichever occurs first, from date of Delivery.
b. The Lease(s) between Seller and Buyer for the lease of these
Engines, shall terminate upon the execution of this Aircraft
Engine Sales Agreement by the two parties hereto.
IN WITNESS WHEREOF, the parties have executed this Agreement on the
date first above written.
GREENWICH AIR SERVICES, INC. AIRTRAN AIRWAYS, INC.
By:_________________________ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------
Name:_______________________ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title:______________________ Title: Vice President, Finance & CFO
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Date:_______________________ Date: March 28, 1997
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EXHIBIT A
TERMS AND CONDITIONS
for Aircraft Engine Sales Agreement dated March 28, 1997.
1. SUBJECT MATTER OF SALE
a. Any reference herein to Agreement shall mean the Aircraft Engine Sales
Agreement which refers to and incorporates this Terms and Conditions
document. Any capitalized term used herein and not defined herein
shall have the meaning set forth in the Agreement.
b. Any reference herein to Equipment shall mean any part of all of the
Equipment as the context may require, including one to more engines as
described in the Agreement (the "Engine" or "Engines" as the context
may require).
c. Seller will provide to Buyer complete and accurate records (in the
English language) pertaining to such Equipment.
2. PURCHASE PRICE AND PAYMENT
a. In consideration of Delivery (as hereinafter defined) to Buyer of the
Equipment, Buyer shall pay to Seller the Purchase Price stipulated in
the Agreement.
b. The Purchase Price shall be paid to Seller by Buyer in one or more
payments as specified in the Agreement.
c. Cash payments shall be made by wire transfer of good and unrestricted
bank funds to Seller's designated account.
3. INSPECTION
The Equipment is currently installed on Buyer's aircraft and is under the
complete control and direction of Buyer, therefore Buyer hereby waives the
Inspection of the Equipment. Buyer has inspected and accepts the Engine
records.
4. DELIVERY
a. Delivery of the Equipment (the "Delivery") is deemed to have happened
upon the last to occur of the following events:
i. The Equipment is, and has been, installed on Buyer's aircraft;
therefore, Delivery shall be effective upon the execution of the
Agreement;
ii. The initial payment required by Article IV of the Agreement has
been paid in full to Seller by Buyer; and
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b. Upon Delivery of the Equipment to Buyer, Buyer shall execute and
deliver to Seller a receipt therefore substantially in the form set
forth in Attachment 1-A and 1-B attached hereto and made a part hereof.
c. All of the Equipment records in the possession of the Seller will be
provided to Buyer with Delivery of the Equipment.
5. TITLE & RISK OF LOSS
a. Title to the Equipment, including its records, shall pass to the Buyer
upon Seller's receipt of all payment amounts shown on Schedule I
attached hereto.
b. Upon transfer of title for any Equipment to Buyer, Seller shall
deliver to Buyer a ▇▇▇▇ of Sale covering such Equipment, which ▇▇▇▇ of
Sale shall be substantially in the form of Attachment 2-A and 2-B
attached hereto and made a part hereof.
c. The risk of loss shall pass to Buyer upon Delivery of such Equipment to
Buyer. Risk of loss, damage to or destruction of such Equipment and
its records shall forthwith transfer from Seller to Buyer.
d. Buyer agrees to maintain public liability insurance in an amount not
less than Three Hundred Fifty Million U.S. Dollars ($350,000,000.00).
Buyer shall cause its insurer to name Seller, its affiliates,
directors, officers, employees, agents, and representatives as
additional insureds, and to specifically state that the
indemnification requirements in Article 10 are insured as a
contractual obligation for two (2) years.
e. Buyer agrees to maintain aircraft hull and spares insurance covering
all risks, ground and flight, to the Engine in a minimum amount not
less than the Agreed Value of One Million Two Hundred Thousand U.S.
Dollars ($1,200,000.00). This insurance may include a deductible
not to exceed Two Hundred Fifty Thousand U.S. Dollars ($250,000.00).
Such policy shall include Seller as loss payee, as its interests may
appear, up until title passes to Buyer on Equipment.
6. TAXES
a. Buyer will indemnify, defend and hold Seller harmless from and
against any and all taxes of whatsoever kind of nature, including
costs or expenses incurred in connection therewith, except for taxes
levied against Seller based on its net income, which may be assessed
against, chargeable to or collectible from either Buyer or Seller by
any taxing authority of any country, federal, state or local
government, and which are based upon or levied or assessed with
respect to the sale of the Equipment hereunder to Buyer or the
subsequent operation, possession or use of the Equipment. If Seller is
required to pay any contested tax levied, than Buyer agrees to
immediately reimburse Seller for the full amount of such tax. If
Buyer elects to contest any tax levied against Seller which is to be
paid by Buyer hereunder, Buyer shall pay all costs of such contest,
including, but not limited to, attorney's fees.
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7. DELAYS
Seller shall not be responsible for, nor deemed to be in default on account
of, delay in delivery of the Equipment to Buyer due to force majeure
causes, including, but not limited to, acts of God or the public enemy;
civil war; insurrection or riots; fires; floods; exposions; earthquakes;
restrictions or strikes; government legislation, acts, orders, or
regulations; inability or failure of suppliers to deliver; or for any other
cause to the extent it is beyond Seller's control.
8. LIMITED WARRANTY AND DISCLAIMER
Seller represents and warrants to Buyer that:
a. At the time of Delivery of the Equipment to Buyer, Seller will have
good and sufficient legal and beneficial title to the Equipment
and have full power and lawful authority to transfer such title to
Buyer.
b. At the time of Delivery of the Equipment to Buyer, the Equipment will be
subject to no mortgage, pledge, lien, charge or other emcumbrance
(collectively, the "Liens").
c. EXCEPT AS OTHERWISE STATED HEREIN, THE EQUIPMENT, INCLUDING THE
COMPONENT PARTS THEREOF, BEING SOLD BY SELLER TO BUYER WILL BE
SOLD "AS IS" AND SELLER MAKES NO WARRANTIES, GUARANTEES OR
REPRESENTTIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, STATUTORY OR
OTHERWISE, THAT SHALL SURVIVE DELIVERY AS TO THE EQUIPMENT AND THE
COMPONENT PARTS THEREOF, INCLUDING BUT NOT LIMITED TO THE CONDITION OR
AIRWORTHINESS THEREOF; AND BUYER HEREBY WAIVES ALL OTHER WARRANTIES,
REMEDIES OR LIABILITIES, EXPRESS OR IMPLIED, ARISING BY LAW OR
OTHERWISE, AND SELLER SHALL HAVE NO LIABILITY TO BUYER WITH RESPECT TO
FITNESS FOR ANY INTENDED PURPOSE AND MERCHANTABILITY, ANY OBLIGATION OF
SELLER ARISING FROM TORT OR STRICT LIABILITY TORT 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 EQUIPMENT OR ANY INABILITY TO USE THE EQUIPMENT
EITHER SEPARATELY OR IN COMBINATION WITH OTHER PARTS OR APPARATUS OR
FROM ANY OTHER CAUSE. Buyer acknowledges that the foregoing waivers
and agreements were agreed to by it in the course of bargaining and
negotiation with respect to the Agreement and that the Purchase Price
and other terms herein and in the Agreement reflect such waivers and
agreements by Buyer.
d. Seller makes no representation as to what use or application may be
made of the Equipment in the condition in which the Equipment
is delivered. Further, Seller makes no representation as to whether
the Equipment 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. Buyer shall have the responsiblity of obtaining whatever
certifications, waivers or exemptions are necessary from applicable
government agencies for projected uses or applications of the
Equipment.
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e. At Delivery to Buyer, each Engine will be in accordance with its Engine
records. Such records shall include all Engine records in the
possession of Seller, but not less than the following:
i. All shop records back to and including the last engine
heavy maintenance ("EHM").
ii. FAA 337 Forms for all shop services performed back to and
at the last EHM.
iii. All test cell reports back to and including last EHM.
iv. Status of compliance of current Airworthiness Directives, Alert
Service Bulletins and Service Bulletins; and method of
compliance.
v. Current disk profile.
vi. Installation and removal records for all life-limited parts,
providing 100% disk traceability to new.
vii. The current and all previous log books (if log books were
maintained).
f. Each Engine is originally manufactured by ▇▇▇▇▇ & ▇▇▇▇▇▇▇.
g. Each Engine was not involved in an incident or accident; that is, each
Engine was not involved in an Abnormal Operational Circumstance
as defined by the manufacturer's Overhaul Standard Practices Manual or
comparable situations as defined by other engine manufacturers, which
resulted in an Engine being deemed by the manufacturer as unacceptable
for continued aircraft usage.
9. WARRANTIES ASSIGNMENT
Seller hereby assigns to Buyer any and all existing assignable warranties,
serviceable life policies and patent indemnities of manufacturers of the
Equipment.
10. INDEMNITY
a. Buyer hereby releases and agrees to indemnify, defend and save and
hold harmless Seller, its affiliates, directors, officers, agents
employees, and assigns from and against any and all liability, damages,
losses, expenses, and claims, including without limitation all
reasonable attorneys' fees and all other costs and expenses in
connection therewith and incident thereto, for death of or injury to
any persons whatsoever, including without limitation the affiliates,
officers, agents and employees of the parties hereto, and for loss of,
damage to, or delay in delivery of any property whatsoever, including
without limitation any aircraft on which the Equipment may be
installed and loss of use of the aircraft and any other property of the
parties hereto or of their affiliates, officers, agents or employees,
in any manner arising out of, incident to, or in connection with such
Equipment or the use, operation, storage, or testing of the Equipment,
subsequent to the Delivery of the Equipment to Buyer hereunder,
regardless of the negligence, active or passive of Seller; except to
the extent caused by the gross negligence or willful misconduct of
Seller.
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b. NEITHER BUYER NOR SELLER SHALL BE LIABLE FOR SPECIAL,
INCIDENTAL, OR CONSEQUENTIAL DAMAGES WHICH MAY RESULT
FROM PERFORMANCE OR FAILURE TO PERFORM UNDER THE AGREEMENT.
11. APPLICABLE LAW
This Agreement shall be deemed to have been made in Dade County,
Florida, and shall be interpreted, and the rights and liabilities of
the parties hereto determined in accordance with the law of the
State of Florida, U.S.A. without regard to conflicts of law
principles. The parties consent and hereby submit to the
exclusive jurisdiction of the state and federal courts located in
Dade County, Florida, U.S.A. for the determination of any and all
issues between the parties relating to the Agreement. Nothing in
this clause limits the right of Seller to bring proceedings in any
other court of competent jurisdiction; nor shall the bringing or
continuing of proceedings in one or more jurisdictions preclude
the bringing or continuing of proceedings in any other jurisdiction,
whether concurrently or otherwise. Buyer irrevocably waives any
objection which it may have at any time to the laying of the venue
of any proceedings in any court referred to in this section, to any
claim that any such proceedings have been brought in any inconvenient
forum, to any right to trial by jury in any proceedings, and to any
objection to service of process if such service is by certified mail,
return receipt requested, at the address provided, or updated as
provided herein.
12. NOTICES
All demands, notices and other communications required or given
pursuant to the Agreement shall be in writing, and shall be deemed
to have been duly given when personally delivered or when transmitted
by telex or facsimile reproduction, addressed as stated in the
Agreement.
13. BROKERS/FINDERS
Seller and Buyer each agree that it has not involved third parties
as brokers or finders in this transaction, and each party indemnifies
the other from liability for fees, commissions or other claims made
upon the other due to such claims caused by the indemnifying party.
14. CONFIDENTIALITY
The Agreement and all information contained in the Agreement are
confidential and proprietary to Seller and Buyer and are solely
for the internal use of the parties hereto. Disclosure to third
parties is prohibited, except as otherwise stated in the Agreement,
as required by law or order of a governmental authority, or as
required to enforce the terms of the Agreement.
15. MISCELLANEOUS
a. Any provision of the Agreement which is prohibited or
unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such
prohibition or unenforceability without invalidating
the remaining provisions hereof, and any such
prohibition or unenforceability in any jurisdiction
shall not invalidate or render unenforceable such
provisions in any other jurisdiction.
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b. No term or provision of the Agreement may be changed, waived,
discharged or terminated orally, but only by an instrument in writing
signed by the party against which the enforcement of the change,
waiver, discharge or termination is sought.
c. Any ambiguities in the construction or interpretation of the
Agreement or any clause or provision herein shall not be construed or
resolved against a party solely because that party drafted the
Agreement.
d. The section headings contained herein are for convenience and
reference only and are not intended to define or limit the scope of any
provisions of the Agreement.
e. The Agreement contains the entire understanding of the parties
with respect to the purchase and sale of the Equipment, and no
warranties, representations or undertakings have been made or relied on
in entering into the Agreement by either party except as expressly set
forth herein. Any previous oral or written communications,
representations, agreements or understandings between Seller and Buyer
relating to the subject matter hereof are no longer of any force and
effect, are superseded and replaced in their entirety by the provisions
of the Agreement.
f. The Agreement shall be binding upon and inure to the benefit of the
respective successors and assigns (where permitted) of the parties.
g. The Agreement may not be assigned by either party except with prior
written consent of the other party.
h. The Agreement may be executed in any number of counterparts,
all of which taken together shall constitute one and the same
instrument. A facsimile signature on any counterpart hereto will be
deemed an original for all purposes.
i. Any purchase order number assigned by Buyer to this transaction
shall be for control purposes only. Any terms which may be on or
attached to Buyer's purchase order or on the reverse side thereof will
not apply.
j. The prevailing party in any litigation to enforce the terms of
the Agreement shall be entitled to recover its reasonable and actual
attorney's fees from the losing party.
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ATTACHMENT 1-A
DELIVERY RECEIPT
The undersigned, on behalf of and as the duly authorized agent of AIRTRAN
AIRWAYS, INC. ("Buyer") hereby acknowledges receipt from GREENWICH AIR
SERVICES, INC. ("Seller") of the delivery to Buyer at _____________________
at______________________o'clock P.M./A.M., this ______day of_________,1997, of
the following described engine:
One (1) ▇▇▇▇▇ & ▇▇▇▇▇▇▇ used JT8D-9A engine, serial number 656857, in
P&W basic configuration
in accordance with the terms of their Aircraft Engine Sales Agreement dated
March 28, 1997, pertaining to this transaction.
AIRTRAN AIRWAYS, INC.
By:
--------------------
Name:
------------------
Title:
-----------------
Date:
------------------
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ATTACHMENT 1-B
DELIVERY RECEIPT
The undersigned, on behalf of and as the duly authorized agent of AIRTRAN
AIRWAYS, INC. ("Buyer") hereby acknowledges receipt from GREENWICH AIR
SERVICES, INC. ("Seller") of the delivery to Buyer at ___________ at _________
o'clock P.M./A.M., this ____ day of _________ , 1997, of the following
described engine:
One (1) ▇▇▇▇▇ & Whitney used JT8D-15 engine, serial number 687645,
in P&W basic configuration
in accordance with the terms of their Aircraft Engine Sales Agreement dated
March 28, 1997, pertaining to this transaction.
AIRTRAN AIRWAYS, INC.
By:
-----------------------------
Name:
----------------------------
Title:
---------------------------
Date:
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ATTACHMENT 2-A
▇▇▇▇ OF SALE
For and in consideration of the sum of Ten Dollars ($10.00) and other
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, GREENWICH AIR SERVICES, INC. (herein "Seller"), owner of the full
legal and beneficial title of the item described below (herein "Engine");"
One (1) ▇▇▇▇▇ & Whitney used JT8D-9A engine, serial number 656857,
in P&W basic configuration
does hereby sell, grant, transfer and deliver all its full legal and beneficial
title and interest in and to said Engine unto AIRTRAN AIRWAYS, INC. (herein
"Buyer") and its successors and assigns.
Seller hereby warrants to Buyer, its respective successors and assigns
that at the time of delivery of the Engine to Buyer, Seller was the lawful
owner of the Engine with good title thereto; that said Engine was free from all
claims, liens, encumbrances and rights of others; that Seller has good and
lawful right to sell the Engine; that title to the Engine is hereby conveyed to
Buyer free and clear of all claims, liens, encumbrances and rights of others;
and further Seller covenants and agrees that it will warrant and defend such
title against the claims and demands of all persons whomever arising from any
event or condition occurring prior to the delivery of the Engine by Seller to
Buyer; provided, however, that Seller's warranty of title and its obligation
to defend title to the Engine shall not apply to any defects in title arising
from Buyer's own acts.
This ▇▇▇▇ of Sale is made pursuant to that certain Aircraft Engine Sales
Agreement made March 28, 1997, by and between Seller or and Buyer to which
reference is made and which sets forth the rights and obligations of the
parties.
IN WITNESS WHEREOF, we have set our hand and seal this ___ day of _____,
1997.
GREENWICH AIR SERVICES, INC.
By:
-------------------------------
Name:
-----------------------------
Title:
----------------------------
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ATTACHMENT 2-B
▇▇▇▇ OF SALE
For and in consideration of the sum of Ten Dollars ($10.00) and other
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, GREENWICH AIR SERVICES, INC. (herein "Seller"), owner of the full
legal and beneficial title of the item described below (herein "Engine"):"
One (1) ▇▇▇▇▇ & ▇▇▇▇▇▇▇ used JT8D-15 engine, serial number 687645,
in P&W basic configuration
does hereby sell, grant, transfer and deliver all its full legal and beneficial
title and interest in and to said Engine unto AIRTRAN AIRWAYS, INC. (herein
"Buyer") and its successors and assigns.
Seller hereby warrants to Buyer, its respective successors and assigns
that at the time of delivery of the Engine to Buyer, Seller was the lawful
owner of the Engine with good title thereto; that said Engine was free from all
claims, liens, encumbrances and rights of others; that Seller has good and
lawful right to sell the Engine; that title to the Engine is hereby conveyed to
Buyer free and clear of all claims, liens, encumbrances and rights of others;
and further Seller convenants and agrees that it will warrant and defend such
title against the claims and demands of all persons whomever arising from any
event or condition occurring prior to the delivery of the Engine by Seller to
Buyer; provided, however, that Seller's warranty of title and its obligation to
defend title to the Engine shall not apply to any defects in title arising from
Buyer's own acts.
This ▇▇▇▇ of Sale is made pursuant to that certain Aircraft Engine Sales
Agreement made March 28, 1997, by and between Seller and Buyer to which
reference is made and which sets forth the rights and obligations of the
parties.
IN WITNESS WHEREOF, we have set our hand and seal this ____ day of _______,
1997.
GREENWICH AIR SERVICES, INC.
By:
------------------------------
Name:
----------------------------
Title:
---------------------------
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EXHIBIT B
AIRCRAFT ENGINE SERVICE WARRANTY
Greenwich warrants its serviced Engines against defective workmanship relating
to the work that Greenwich performs. Greenwich will repair any such Engine
that has failed for this reason. Greenwich's obligations are expressly limited
to correction of such defects by Greenwich at its expense and to specific
periods after redelivery of the Engine to Buyer, as follows:
If, within five hundred (500) hours of operation or ninety (90) days,
whichever occurs first, from date of Delivery, the Engine fails due to
a defect warrantable hereunder, Greenwich shall correct such defect at
no cost to Buyer.
This warranty covers all defects which Buyer can establish after Buyer's notice
to Greenwich of the defect as having occurred, provided:
(1) Buyer submits written notice of the defect within thirty(30) calendar
days of discovery; and
(2) the Engine is returned to Greenwich's facility, freight prepaid,
within sixty(60) calendar days after discovery, accompanied by a
written description of the nature of the defect; and
(3) after redelivery to Buyer, the Engine has not been improperly
installed by Buyer or by a subcontractor utilized by the Buyer; and
(4) subsequent to redelivery, the Engine was operated and maintained in
accordance with FAA and other applicable standards; was used under
normal operating conditions; was not subjected to misuse, abuse
neglect, accident or incident; was properly stored and was not
repaired or altered by anyone other than Greenwich; and
(5) the Engine is returned with all proper records and necessary
documents, all of which shall be in English; and
(6) the Engine has not been sold to another; and
(7) Buyer has met all of its financial obligations under the contract;
and
(8) the Engine has not incurred Foreign Object Damage or has not failed
as a result of the failure of Buyer supplied material.
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This warranty expressly excludes correction of any defect in the Engine if it
must, following redelivery, be removed form operation due to performance or
material defects attributable to inadequacies or deficiencies in design,
materials or tooling as identified in applicable manufacturers' reports and
documents or due to problems generally recognized to be industry-wide.
Greenwich's total liability in connection with there service of Engines is
expressly limited to workmanship and any warranty for material will be the
warranty of the manufacturer of the material and Greenwich shall use its best
efforts to assist in obtaining that warranty for its Buyer.
Greenwich reserves the right to determine whether the failure of the Engine
falls under the terms of this warranty and will have the option of repairing,
reworking, restoring or replacing the Engine and returning it to service or
crediting Buyer on a prorata basis. After repair or rework, to correct any
such defect, the Engine will be returned to Buyer at Greenwich's expense.
The warranties provided for herein shall be for the benefit of Buyer, and no
other party.
THIS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, GUARANTEES, OR
REPRESENTATIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE
INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS
FOR A PARTICULAR PURPOSE, AND ANY OTHER LIABILITY OF ANY NATURE WHATSOEVER WITH
RESPECT TO WORK DONE, SERVICES PERFORMED OR PARTS OR MATERIALS PROVIDED BY
GREENWICH. WITHOUT LIMITATION OF THE FOREGOING, GREENWICH SHALL HAVE NO
LIABILITY FOR INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND DUE TO ANY DEFECT
IN WORKMANSHIP, ANY BUYER HEREBY WAIVES ANY RIGHTS IT MAY HAVE TO SUCH DAMAGES.
THIS WARRANTY SHALL NOT BE ALTERED EXCEPT BY WRITTEN AMENDMENT TO THE AGREEMENT
BY AN AUTHORIZED OFFICER OF GREENWICH.
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