TNAG-2404-FCO40-3491-Hong-Kong-defence-and-public-order-1992 — Page 78

I

:

The Government of Hong Kong

12 Oil Street, North Point Hong Kong

EXHIBIT I

1989

is Advan

Delete.

Paymes Jacmente

replace

Re: Guarantee from United Technologies

Corporation to the Government of Hong Kong

Gentlemen:

1.

2.

3.

میر

In consideration of the Government of Hong Kong making a U.S. $ 16,678,965.00 advance payment (the "Advance Payment") for the purchase of two Sikorsky Model S-70A-27 helicopters (collectively, the "Helicopters"; each, a "Helicopter") from the Sikorsky Aircraft Division of United Technologies Corporation ("Sikorsky"), a Delaware corporation having

office and place of business

of business in Stratford, Connecticut, pursuant to the provisions of Sikorsky S-76 Fixed Price Sales Agreement Number 76T10510 (Government Reference: Sikorsky Contract C001/89) dated April 4, 1989 (and including Amendment No. 6 dated

the "Agreement"). UNITED TECHNOLOGIES CORPORATION,

in

a Delaware corporation having its principal executive office Hartford, Connecticut, U.S.A. (the "Guarantor") hereby absolutely and unconditionally guarantees to the Government of Hong Kong that should Sikorsky fail to deliver the Helicopters on the scheduled delivery dates as set forth by the terms of the Agreement and should Sikorsky fail to refund any or all of the amount of the Advance Payment in accordance with the terms of the Agreement (the "Obligation"), then, upon written demand by the Government of Hong Kong, Guarantor will refund the amount of the Advance Payment to the Government of Hong Kong; provided however, that such amount to be refunded will be reduced by seventy percent (70%) of the

of the invoice price of each Helicopter delivered to, and accepted by, the Government of Hong Kong as evidenced by a copy of a Commercial Invoice and Acceptance Certificate relating thereto as of the date of such refund.

The Guarantor's liability under this Guarantee shall be unconditional irrespective of (i) any legal disability of Sikorsky to incur the Obligation, and (ii) any defense which is personal to Sikorsky.

The Guarantor waives (1) presentment, demand, (except the demand require to be made on the Guarantor hereunder), protest, and notice of dishonor with respect to the Obligation, (ii) any requirement that the Government of Hong Kong exhaust any right or take any action against Sikorsky of an collateral security, and (iii) any requirement that the Government of Hong Kong be diligent or prompt in making demands hereunder. It is agreed by the Guarantor that this Guarantee is a guarantee of payment an‹ not of collection,

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