1
EXHIBIT 10.58
LUFTHANSA TECHNIK - HAWKER PACIFIC AEROSPACE
COOPERATION AGREEMENT
APPENDIX 03: General Supporting Contract July 11th, 2001
NOTE: THIS DOCUMENT OMITS CERTAIN INFORMATION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT. THE OMITTED INFORMATION HAS BEEN FILED SEPERATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION. THE LOCATION OF THE OMITTED INFORMATION
IS INDICATED HEREIN BY AN ASTERIX.
LUFTHANSA TECHNIK AG
AND
HAWKER PACIFIC AEROSPACE
AND
HAWKER PACIFIC AEROSPACE, LTD.
COOPERATION AGREEMENT
2
CONTENTS
1. ORGANIZATION 7
1.1 Management Board 7
1.2 Operational Groups 7
1.2.1 Customer Support 8
1.2.2 Sales and Marketing 8
1.2.3 Production 9
1.2.4 Business Data 9
1.2.5 Purchasing 10
1.3 Reporting 10
2. PRODUCT 11
2.1 Landing Gear Services 11
2.2 Other Products 11
3. CUSTOMER PROCESS 11
3.1 Frontrunner 12
3.2 Contracting Party and Supporting Party 13
3.2.1 Long-term Agreements 13
3.2.2 "Ad hoc"Customers -Single Events 14
4. GENERAL SUPPORTING CONTRACT 14
5. PERFORMANCE 15
5.1 Repair and Overhaul 15
5.2 Engineering 15
5.3 Customer Support 15
5.4 Documentation 16
5.5 Landing Gear Shipsets 16
6. OTHER SUBCONTRACTING 16
7. CERTIFICATION AND AUDITING 16
8. PRICING 17
8.1 Cost and price calculations 17
8.2 Invoicing 17
9. CONSULTING, TRAINING AND PERSONNEL ASSIGNMENT 17
10. CONFIDENTIALITY, INTELLECTUAL PROPERTY 17
11. LIMITATION OF LIABILITY, CONSEQUENTIAL DAMAGES AND
SUPPORT IN LITIGATION 18
11.1 Limitation of Liability and Exclusion of Consequential Damages 18
11.2 Support in Litigation 19
12. GOVERNING LAW AND ARBITRATION 19
13. MISCELLANEOUS 19
13.1 Addresses 19
13.2 Service 21
13.3 Conflict of document 21
13.4 Invalidity and Severance 21
13.5 No Assignment 22
14. DURATION AND TERMINATION 22
14.1 Duration 22
3
14.2 Termination 22
4
Appendix 01 Customer process
APPENDIX 02 Contract sET-UP
Appendix 03 General Supporting Contract
Appendix 04 General SERVICES
Appendix 05 definitions
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COOPERATION AGREEMENT BETWEEN:
HAWKER PACIFIC AEROSPACE, having its principal office at 11240 Sherman Way, Sun
Valley, CA 91352 -- 4942, USA,
and
HAWKER PACIFIC AEROSPACE, Ltd. having its principal office at Unit 3 Dawley
Park, Kestrel Way, Hayes, Middlesex UB3 1HP, UK,
collectively hereinafter referred to as HPA
and
LUFTHANSA TECHNIK AKTIENGESELLSCHAFT, having its principal office at Weg beim
Jager 193, 22335 Hamburg, Germany, hereinafter referred to as LHT,
each also referred to as a "Party" and together referred to as the "Parties",
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WHEREAS Hawker Pacific Aerospace and its wholly owned subsidiary Hawker Pacific
Aerospace, Ltd. shall operate collectively or individually, as required, to
effect the terms of this Cooperation Agreement,
WHEREAS HPA and LHT wish to establish a Cooperation covering aircraft Component
services in all areas deemed to be beneficial in order to create a win-win
situation for both Parties,
WHEREAS the production scope of the Cooperation will start with landing gear
services and may further expand to other Component products to be added to the
Cooperation,
WHEREAS the Parties expect to be able by way of this Cooperation to offer to
their customers the full range of landing gear services with the highest quality
profile, highest cost efficiency and the shortest turnaround times possible,
WHEREAS the Parties will strive for a similar image of all facility locations
with regard to the customers' perception,
WHEREAS the Parties will strive for highest cost efficiency by, but not limited
to, establishing centers of excellence optimizing the joint usage of the spare
sets already owned by HPA and LHT and by keeping the workload within the
Cooperation,
WHEREAS the Parties, in order to support the overall objectives, will
subcontract to each other in the way described in this Cooperation Agreement and
give each other access to their respective capabilities and capacities,
WHEREAS the Parties hope to gain and secure a substantial share of the market
that may be created as a result of the Cooperation of the Parties under this
Cooperation Agreement
NOW THEREFORE THE PARTIES HAVE AGREED AS FOLLOWS:
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2. 1. ORGANIZATION
(a) 1.1 Management Board
The Parties shall establish a board (the "Management Board") to
supervise and coordinate the implementation and operation of the
Cooperation. The decisions of the Management Board shall, provided they
are made within the scope of this Cooperation, be binding to the Parties
and the Parties shall take all necessary steps to ensure that such
decisions are implemented throughout their respective organizations.
The Management Board shall consist of the Senior Vice President of
LHT-WG and the Chief Executive Officer (CEO) of HPA. The responsibility
of the Management Board is to ensure the proper operation of the
Cooperation. This shall be accomplished by the establishment of
Operational Groups (so defined in Art. 1.2 below) and other means.
The decisions of the Management Board shall be taken by unanimous
decision with both members present. The Members of the board may appoint
representatives in case they themselves do not attend the meeting. These
representatives shall be vested with the power to take any decision that
the board member would be able to take if in attendance.
The Management Board shall meet on a regular basis two (2) times a year
and extraordinarily whenever called upon by the operational groups for
the first two years and thereafter as necessary, but at least once
yearly.
(b) 1.2 Operational Groups
Operational units will be established by the Management Board in order
to coordinate the daily business between the Parties and towards the
customers ("Operational Groups" or "OG"). The following Operational
Groups will be established from the day of the signature of this
Cooperation Agreement.
- Customer Support Group
- Sales & Marketing Group
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- Production Group
- Business Data Group
- Purchasing Group
Other Operational Groups will be established if the need arises. OGs
shall also serve as a forum to discuss ideas and innovations regarding
the products and processes. Benchmark between all locations shall help
to identify the optimum solutions for each location. Therefore the
groups shall meet on a regular base.
(1) 1.2.1 Customer Support
The Customer Support OG will work on the customer interface with the
goal to reach a similar image for all three landing gear production
locations (Sun Valley, London, Hamburg), such as but not restricted to:
- Quality
- Standardized Turnaround Times
- Documentation to be delivered with the serviceable Components
- Establishment of an exchange asset management including slot
availability plans
- Integration of capability lists
1.2.2 Sales and Marketing
The Sales and Marketing OG will concentrate on exploiting the synergies
of both Parties' marketing and sales functions. They shall work on
topics such as but not restricted to:
- Definition of a joint marketing plan for the products to be
offered under this Cooperation, containing the workload impact
on each facility
- Definition of a joint marketing strategy
- Implementation of the Frontrunner principle (see Section 3 and
Appendix 01)
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- Regular exchange of market know-how
1.2.3 Production
The Production OG will focus on the benchmark of the different locations
and the implementation of the center of excellence strategy.
The goal is to operate only one center of excellence per region (Europe
and North America). Therefore especially in Europe the Hamburg and
London facilities shall implement step by step centers of excellence for
landing gear repair and overhaul:
1st step: London as Boeing facility
Hamburg as Airbus facility
2nd step: London as Boeing and wide body Airbus facility
Hamburg as narrow body Airbus and Regional Jet facility
Unless otherwise agreed upon, the only facility to handle Airbus narrow
body landing gears will be Hamburg.
The goal is not to duplicate capabilities in Europe.
Whenever capabilities are planned to be built up the issue shall be
discussed by this OG taking into account the already existing
capabilities of all locations and the calculated economical feasibility.
In case the OG cannot come to a decision the Management Board shall
decide.
1.2.4 Business Data
The Business Data OG will have a service function for the Management
Board and the other OGs. The main goal is to produce comparability of
operational data, such as revenue, costs, results and TAT per event.
Topics to work at will be:
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- Comparison of existing calculation models and methods
- Establishment of a standard calculation model for all locations
- To create a small business plan model for the sales people to
calculate landing gear programs
- Definition of a standard report (see Section 1.3)
1.2.5 Purchasing
The Purchasing OG will concentrate on exploiting the synergies related
to the interface with the OEM's and other suppliers. In detail the OG
shall work on the following issues:
- Improvements of the provisioning of documentation from the OEM
in general
- Intellectual property, payment of royalties
- Employment of purchase power
- Issuance of specific Orders and adjustment of the Order Form, if
need arises
(c) 1.3 Reporting
The development of the Cooperation shall be continuously monitored by
the Management Board. The Parties agree to exchange information per
facility on event and Customer Contract level to the extent such
Customer Contract permits as well as for the total Cooperation such as
e.g.:
- Shop load events
- Workload
- Total costs
- Turnover
- Degree of contribution
- Performance (TAT ...)
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The Business Data OG shall collect the requirements of the Management
Board and the other OGs in order to define a report which will meet the
needs of both the Management Board and the OGs and be issued on a
monthly basis.
The currency used shall be in EURO, GBP and USD with the exchange rates
stated.
3. 2. PRODUCT
(a) 2.1 Landing Gear Services
This Cooperation will start with all services around a landing gear,
such as repair, overhaul, modification, exchange, sampling, engineering,
transport, AOG support for the complete gear and for single parts of it
("Landing Gear Services").
Unless otherwise agreed upon all aircraft types are covered by this
Cooperation.
(b) 2.2 Other Products
Both Parties will evaluate possible other products to be covered by this
Cooperation such as hydraulic components, wheels & brakes, flap tracks
and services like plating or on-wing-support.
Concepts for other areas of cooperation shall be addressed to the
Management Board which will decide about the implementation.
If the procedures described within this Cooperation Agreement are not
sufficient to cover the new product the latter and its related
procedures within the Cooperation shall be described in an amendment to
this Cooperation Agreement.
4. Customer PROCESS
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Each Party shall retain its own corporate identity, and shall carry out
its business in its own name.
Both Parties will offer the products described in Section 2, and
additional products of both Parties may be offered individually
according to the respective capability. Each Party should promote the
other Party's products beyond the products described in Section 2
whenever possible.
To ensure only one point of contact responsibility, the Customer
Contract will be negotiated and signed by only one of the Parties.
The Cooperation shall strive for the maximum usage of existing Customer
Contacts and a minimum of administration provided that the customers'
requirements are met.
Appendix 01 shows the four possible customer processes covered by this
Cooperation Agreement. In case IV. described in Appendix 01 the Parties
shall switch the Frontrunner function to the Contracting Party and
thereby reach case I. described in Appendix 01.
(a) 3.1 Frontrunner
The Party being in or establishing the contact to the customer is the
Frontrunner. Each customer shall be assigned to one Frontrunner, either
LHT or HPA. The OG Marketing & Sales (see Section 1.2.2) shall be in
charge of the Frontrunner assignment and maintaining an up-to-date
customer list. The criteria for the Frontrunner decision is the already
existing relationship between the customer and the respective Party also
taking into account the customer's philosophy regarding suppliers in
order to establish and / or maintain the best contact possible. The
assignments shall be reviewed on a regular basis and be revised if need
arises.
The task of the Frontrunner is the contact to the customer in general
and to introduce the other Party if the customer requires products which
due to the Cooperation's decision shall be produced at the other Party's
facility.
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The Frontrunner's compensation shall be the same independent of which
Party will hold the contract. Details concerning a compensation for the
Frontrunner's services will be described in a separate agreement which
will be negotiated at a later point of time.
(b) 3.2 Contracting Party and Supporting Party
The customer shall always be free to choose the Party it wishes to sign
the contract with. This Party will be named the Contracting Party.
The Contracting Party is not necessarily the Party who performs the work
which will depend on the Parties' capabilities and the customer's
wishes. Nevertheless the Parties shall strive for unity of these two
functions (contract and performance of work).
If the Contracting Party is not the Party who performs the work the
latter is named the Supporting Party.
(1) 3.2.1 Long-term Agreements
When a customer -- who always shall be free to choose his Contracting
Party -- turns to the presumptive Contracting Party, the latter shall
define the needs and desire of the customer. The Contracting Party shall
then inform the presumptive Supporting Party, which services and/or
products the Contracting Party wants the Supporting Party to provide.
The Supporting Party shall thereafter quote this part to the Contracting
Party. The quotation shall contain the target price as well as the
minimum price, being the borderline below which renegotiations have to
take place. The Contracting Party shall thereafter offer the customer
the services and/or products and negotiate with the customer in order to
conclude and execute a Customer Contract. During this negotiation
process the Contracting Party shall inform the Supporting Party
regularly about the status and the Parties shall renegotiate the prices
if necessary.
An Order shall be entered into between the Parties, regulating the
Supporting Party's performance (see Section 4. General Supporting
Contract). The validity of
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such Order shall always be subject to the corresponding Customer
Contract entering into force.
Unless otherwise agreed, the Contracting Party shall act as sole contact
for the customer and initiate each and every performance of services
from the Supporting Party.
(2) 3.2.2 "Ad hoc" Customers --Single Events
For assistance to customers needing short-term service or support on a
single event basis, the following procedure will be followed:
When a customer who always shall be free to choose his Contracting
Partyfirst turns to the presumptive Contracting Party, the latter may
offer the service for the single event directly but along the guidelines
of this Cooperation Agreement, the Contracting Party taking into account
the interests of the Supporting Party.
Also in these cases unless flexibility is affected both Parties shall
strive for the unity of the Contracting and the performing function.
For this single event purpose each Party will issue a modular price
catalogue containing prices per aircraft type and service module (see
Section 8. Pricing). The Supporting Party's delivery will be regulated
in the General Supporting Contract described in Appendix 03 as described
under Section 4. General Supporting Contract.
In order to support the Parties' flexibility in offering the product on
a short-term both Parties will provide each other with slot availability
information. (see Section 1.2.1 Customer Support).
5. 4. GENERAL SUPPORTING CONTRACT
Appendix 03 contains the General Supporting Contract terms and
conditions regulating the Supporting Party's performance of work and
services under this Cooperation unless otherwise agreed upon in the
respective Order (see Appendix 02 and 03). Besides the prices for the
Supporting Party's services the Order can
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contain specific terms and conditions related to the corresponding
Customer Contract, e.g. transport conditions.
6. 5. PERFORMANCE
In case the Contracting Party is performing the work, the Contracting
Party is fully responsible for the whole process without any sharing of
work or responsibilities.
In case the Supporting Party is involved and unless other specific
agreements have been made the following responsibility sharing
concerning the Supporting Party's products will be in force:
(a) 5.1 Repair and Overhaul
The Supporting Party will be responsible for the performance of the work
according to the regulations laid down in the General Supporting
Contract (Section 4).
(b) 5.2 Engineering
The Contracting Party will have the engineering responsibility stated in
the respective Customer Contract for the whole range of products covered
by this Customer Contract. The Supporting Party will in all cases
perform advisory engineering services for the Contracting Party for
those products within their production responsibility (see Section
1.2.3) which means that the decision about quality and those issues to
be addressed to the customer lies within the Contracting Party.
(c) 5.3 Customer Support
As the Contracting Party shall act as sole contact point towards the
customer (Section 3.2.1) the Contracting Party will perform the customer
support also for those products the Supporting Party will deliver unless
the customer wishes the direct contact with the Supporting Party. The
Supporting Party will in all cases support this function indirectly via
the Contracting Party or directly towards the customer if this is
explicitly required by the customer.
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(d) 5.4 Documentation
The Supporting Party is responsible for the delivery of all required
documentation together with the overhauled Component or landing gear to
the customer. A joint standard will be evaluated by the OG Customer
Support (Section 1.2.1).
In case the Contracting Party wants the Supporting Party to perform
certain work which is not covered by the Supporting Party's existing
capabilities the Contracting Party will provide the necessary
documentation.
(e) 5.5 Landing Gear Shipsets
If not otherwise agreed upon the Supporting Party will provide the
exchange shipset for the customer. If the Supporting Party has no
shipset available, the Contracting Party will provide an own shipset or
if not available will support the Supporting Party in finding other
sources.
7. 6. OTHER SUBCONTRACTING
The Supporting Party may itself subcontract parts of its work e.g. for
reasons of temporary lack of capacity or economical feasibility.
Subcontracting in this way is only allowed to JAR 145 and FAR 145
approved organizations or a company working under the quality system of
the Supporting Party.
Whenever a Party decides to subcontract its work under this Cooperation
Agreement to a third party, the Party shall, before doing so, request a
proposal for the subcontract of the other Party if the latter has got
the capability to perform the work.
8. 7. CERTIFICATION AND AUDITING
The Parties confirm that they hold the certification as Approved Repair
Station according to JAR 145 and FAR 145 regulations and the
authorities' approvals (FAA / JAA) and will provide a copy of said
certifications to the other Party prior to the effective date of this
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Cooperation Agreement. All serviced parts shall be accompanied by a dual
release certificate. Certification requirements to other standards may
be mutually agreed upon.
Upon prior notice the Airworthiness Authorities and/or an auditor
appointed by one of the Parties and acceptable to the other Party shall
at any reasonable time be allowed access to the other Party's and its
subcontractors' facilities to audit the compliance with this Cooperation
Agreement. The auditor may only disclose to the appointing Party
information necessary to achieve the purpose of the audit.
9. 8. PRICING
(a) 8.1 Cost and price calculations
For each presumptive long-term Customer Contract with the Supporting
Party involved the Parties shall calculate a financial plan.
For single events each Party will issue a modular price catalogue
containing prices per aircraft type and service module. These price
lists will be updated every year.
(b) 8.2 Invoicing
The Contracting Party shall invoice the customer. The Supporting Party
shall invoice the Contracting Party in accordance with the General
Supporting Contract.
The Contracting Party shall bear the risk for the customer's
non-payment.
10. 9. CONSULTING, TRAINING AND PERSONNEL ASSIGNMENT
If the Parties support each other in the areas of consulting, training
and/or personnel assignment payment for these services shall be invoiced
according to Appendix 04.
11. 10. Confidentiality, Intellectual Property
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The Parties will treat as strictly confidential for the duration of this
Cooperation Agreement and for four (4) years thereafter any information
pertaining to this Cooperation Agreement, including the document itself
as well as individual provisions contained therein. In particular each
Party will treat as strictly confidential the contents of the
negotiations leading up to this Cooperation Agreement, any business,
technical and strategic data disclosed by the other Party or its
Subcontractors at any time for any reason - comprising any and all such
information in oral or visual form - including but not limited to prices
for materials and services, the scope of services offered, legal
provisions, Turnaround Times and man-hours needed.
Neither Party will disclose any such confidential information to any
employee, third party or other person except where such disclosure is
necessary in order to fulfill the obligations under this Cooperation
Agreement or to the extent required by law. Professional advisors, such
as lawyers or accountants, of a Party will not be deemed third parties
hereunder provided they are equally required to maintain confidentiality
as herein described.
The disclosure of any documents, data and other information in
connection with this Cooperation Agreement, including without limitation
when such disclosure is made in fulfillment of a contractual obligation
hereunder or under any Order, will not be construed as a grant or
transfer of any rights, in particular but not limited to intellectual
and industrial property rights such as patents or copyrights. Such
rights will never be transferred to the other Party unless such transfer
is explicitly provided for elsewhere in this Cooperation Agreement.
12. 11. Limitation of Liability, Consequential Damages and Support in
Litigation
(a) 11.1 Limitation of Liability and Exclusion of
Consequential Damages
Each Party will be liable to the other Party only in case of its gross
negligence or willful misconduct.
However, in no event shall either Party be liable to the other Party for
any indirect, special, incidental or consequential damages, including
lost revenue, lost profits or lost prospective economic advantage, and
each Party hereby releases and waives any claims against the other Party
regarding such damages.
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(b) 11.2 Support in Litigation
In case of dispute with a customer or third party, in particular in case
of litigation, the Parties shall support each other, except in matters
which in no way concern this Cooperation Agreement.
13. 12. Governing Law and Arbitration
This Cooperation Agreement shall be governed by and construed in
accordance with the laws of Germany excluding German law's conflict of
laws provisions and further excluding the CISG (United Nations
Convention on the International Sale of Goods).
In case of a dispute the Parties agree that they will use best efforts
to come to an amicable and fair solution under the terms of this
Cooperation Agreement or to amend the terms of this Cooperation
Agreement in order to bring about a fair solution to such dispute.
Should this not be possible the Parties agree to submit their dispute to
an arbitration board consisting of one arbitrator to be named by each of
the Parties who will in turn agree upon a third arbitrator (each to
belong to the Lufthansa Group, the third arbitrator not to belong to
either Party or its subsidiaries). All arbitrators shall have a legal
background. In case of a dispute of a fundamental or political nature
the "Konzernlenkungskreis" may be called upon.
The Parties expressly agree not to call upon the court of law of any
jurisdiction to settle disputes and to be bound by and accept as final
ruling the decision of the arbitration board as described.
14.
15. 13. MISCELLANEOUS
(a) 13.1 Addresses
Any notice or communication given or made under this Cooperation
Agreement shall be given to the following addresses (or such other
address as the relevant Party may notify to the other Party in writing
for the purposes of this Cooperation Agreement):
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For LHT:
a) Lufthansa Technik AG
Senior Vice President Aircraft Component Services
HAM WG
Weg beim Jager 193
D-22335 Hamburg
Fax: +49-40-5070-2371
b) Lufthansa Technik AG
Chief Executive Product and Services
HAM T/VO
Weg beim Jager 193
D-22335 Hamburg
Fax: +49-40-5070-8899
For HPA:
Hawker Pacific Aerospace
Executive Vice President
11240 Sherman Way
Sun Valley, CA 91352 -- 4942
USA
Fax: +1-818-765-2416
and
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Hawker Pacific Aerospace, Ltd.
Managing Director
Unit 3 Dawley Park
Kestrel Way
Hayes, Middlesex UB3 1HP
UK
Fax: +44-208-589-1903
(b) 13.2 Service
Notices shall be deemed served when received if transmitted by prepaid
mail or courier. Notices transmitted by facsimile shall be confirmed by
mail and deemed served when confirmed as sent if transmitted before
16.30h local time of the addressee, but shall be deemed given on the
next day if so transmitted after 16.30h local time of the addressee.
(c) 13.3 Conflict of document
In the event of any inconsistency between the terms and provisions of
this Cooperation Agreement and the particular terms and conditions of
attachments or annexes or other documents hereto, this Cooperation
Agreement shall prevail.
(d) 13.4 Invalidity and Severance
In case any provision of this Cooperation Agreement in any respect under
the law of any jurisdiction is or becomes for any reason illegal or
invalid or is pronounced illegal or invalid by way of arbitration,
government authorities, courts or any other means or is for any reason
unenforceable, the remaining provisions of this Cooperation Agreement
will remain unaffected and in force.
In this case the Parties will re-negotiate the invalid clause and
endeavor to replace it in the spirit of this Cooperation Agreement,
finding a solution which is
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economically as near to the intent of the invalid clause as possible.
This new provision shall replace the invalid provision only under the
jurisdiction where the original provision is invalid, the original
provision remaining in force under all other jurisdictions.
(e) 13.5 No Assignment
No Party shall assign all or any part of the benefit of, or its rights
or benefits or obligations under this cooperation agreement to any third
party, which is not an Affiliate of the assigning Party without the
prior written consent by the other Party.
16. 14. DURATION AND TERMINATION
(a) 14.1 Duration
The Cooperation Agreement shall become effective as from the date of
signature by the Parties hereto, and shall remain in force for an
unlimited period of time. It may be terminated by either Party with 6
months prior written notice.
(b) 14.2 Termination
In case of the termination of this Cooperation Agreement, all Customer
Contracts entered into or extended by either Party from the date of
service of the notice of termination shall not be covered by this
Cooperation Agreement. Existing Customer Contracts and the corresponding
existing Orders between the Contracting Party and the Supporting Party
will continue to be performed in accordance with the provisions of this
Cooperation Agreement. Neither Party will be required to prematurely
terminate Customer Contracts. Notwithstanding the above this Cooperation
Agreement shall survive termination as long as one Order is still valid.
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SIGNATURES:
LUFTHANSA TECHNIK AG HAWKER PACIFIC AEROSPACE
/s/ Dr. Gerald Gallus /s/ David Lokken
- ------------------------------ -------------------------------------
Dr. Gerald Gallus David Lokken
Chief Executive Product and Services Chief Executive Officer and President
/s/ Uwe Mukrasch
- ------------------------------
Uwe Mukrasch
Senior Vice President of
Aircraft Component Services
HAWKER PACIFIC AEROSPACE, LTD.
/s/ David Lokken
-------------------------------------
David Lokken
Director
Date July 11, 2001
-------------------------
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LUFTHANSA TECHNIK - HAWKER PACIFIC AEROSPACE
COOPERATION AGREEMENT
Appendix 01; Customer Process July 11th, 2001
- --------------------------------------------------------------------------------
APPENDIX 01
- CUSTOMER PROCESS -
FR = FRONTRUNNER
CP = CONTRACTING PARTY
PP = PERFORMING PARTY
SP = SUPPORTING PARTY (IF CONTRACTING PARTY IS NOT PERFORMING THE WORK)
EXAMPLE
-------
---------------
I. CUSTOMER FR CP PP SAS (NWA)
--------------- HPA (LHT): FR = CP = PP
---------------
II. CUSTOMER FR CP PP1 FEDEX
--------------- HPA: FR = CP = PP1
------ LHT: PP2 = SP
PP2
=SP
------
---------
III. CUSTOMER FR CP NATIONAL AIRWAYS
--------- LHT: FR = CP
------ HPA: SP
SP
------
-----
IV. CUSTOMER FR A320 Airline
----- HPA: FR
---------- LHT: CP = PP
CP PP
---------- due to the targeted unity of CP
and PP the FR will bring in the
PP as CP
- --------------------------------------------------------------------------------
25
LUFTHANSA TECHNIK - HAWKER PACIFIC AEROSPACE
COOPERATION AGREEMENT
Appendix 02: Contract set-up July 11th, 2001
- --------------------------------------------------------------------------------
APPENDIX 02
- CONTRACT SET-UP -
-------------------------
COOPERATION AGREEMENT
-------------------------
APPENDIX
------------------------------------------------------------
GENERAL SUPPORTING CONTRACT
in force unless other specifics are agreed upon in Order
------------------------------------------------------------
HPA LHT-WG
- ------------
CUSTOMER ---------
CONTRACT 1 ORDER 1
- ------------ ---------
------------
--------- CUSTOMER
ORDER 2 CONTRACT 2
--------- -------------
page 1 of 1
26
LUFTHANSA TECHNIK - HAWKER PACIFIC AEROSPACE
COOPERATION AGREEMENT
APPENDIX 03: General Supporting Contract July 11th, 2001
NOTE: THIS DOCUMENT OMITS CERTAIN INFORMATION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT. THE OMITTED INFORMATION HAS BEEN FILED SEPERATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION. THE LOCATION OF THE OMITTED INFORMATION
IS INDICATED HEREIN BY AN ASTERIX.
- --------------------------------------------------------------------------------
APPENDIX 03
- GENERAL SUPPORTING CONTRACT -
BETWEEN:
HAWKER PACIFIC AEROSPACE, HAVING ITS PRINCIPAL OFFICE AT 11240 SHERMAN WAY, SUN
VALLEY, CA 91352 -- 4942, USA,
AND
HAWKER PACIFIC AEROSPACE, LTD. HAVING ITS PRINCIPAL OFFICE AT UNIT 3 DAWLEY
PARK, KESTREL WAY, HAYES, MIDDLESEX UB3 1HP, UK,
COLLECTIVELY HEREINAFTER REFERRED TO AS HPA
AND
LUFTHANSA TECHNIK AKTIENGESELLSCHAFT, HAVING ITS PRINCIPAL OFFICE AT WEG BEIM
JAGER 193, 22335 HAMBURG, GERMANY, HEREINAFTER REFERRED TO AS LHT,
each also referred to as a "Party" and together referred to as the "Parties".
- --------------------------------------------------------------------------------
Page 1 of 68
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CONTENTS
PART I: General ...................................................... 4
0. Preamble ......................................................... 4
1. Definitions and Abbreviations .................................... 5
2. Subject Matter of Agreement ...................................... 9
3. Order Process .................................................... 9
PART II: Performance .................................................. 10
4. Scope of Services ................................................ 10
5. Performance of Services .......................................... 10
6. Exchange and Loan ................................................ 10
6.1 Exchange ......................................................... 10
6.1 Loan ............................................................. 10
7. Reporting, Approval and Acceptance ............................... 11
8. Subcontracting ................................................... 11
9. Modifications .................................................... 12
10. Scrap Handling ................................................... 12
11. Transportation and Packing ....................................... 12
12. Turnaround Time .................................................. 13
12.1 Status Report .................................................... 13
12.2 Failure to meet Turnaround Time .................................. 13
12.3 CRIT/AOG ......................................................... 14
13. The Contracting Party's Inventory ................................ 14
PART III: Commercial ................................................... 15
14. Prices ........................................................... 15
15. Price Adjustment ................................................. 15
16. Invoicing and Payment ............................................ 15
PART IV: Legal ........................................................ 17
17. Title to the Items / Parts exchanged ............................. 17
18. Quality and Warranty ............................................. 17
18.1 Quality .......................................................... 17
18.2 Warranty ......................................................... 17
18.3 In-house-Warranty ................................................ 19
19. Liability and Indemnification -Insurance ......................... 20
19.1 Liability and Indemnification .................................... 20
19.2 Insurance ........................................................ 20
20. Term and Termination ............................................. 20
21. Confidentiality .................................................. 21
22. Notices and Communication ........................................ 21
23. Miscellaneous .................................................... 22
23.1 Law and Jurisdiction ............................................. 22
23.2 Assignment ....................................................... 22
23.3 Form of Agreement ................................................ 22
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23.4 Alteration ....................................................... 22
23.5 Order of Precedence .............................................. 23
23.6 Waiver and Severability .......................................... 23
ATTACHMENT A 1 ......................................................... 25
ATTACHMENT A 1.1 ....................................................... 26
1. PRICES AND TAT PER A/C TYPE FOR SINGLE AD-HOC EVENTS ............ 26
2. SCOPE OF SERVICE ................................................ 26
ATTACHMENT A 1.2 ....................................................... 30
1. PRICES AND TAT PER A/C TYPE FOR SINGLE AD-HOC EVENTS ............ 30
2. SCOPE OF SERVICE ................................................ 31
ATTACHMENT A 2 ......................................................... 34
ATTACHMENT A 2.1 ....................................................... 36
ATTACHMENT A 2.2 ....................................................... 36
ATTACHMENT A 2.3 ....................................................... 38
ATTACHMENT A 3 ......................................................... 39
ATTACHMENT A 3.1 ....................................................... 39
ATTACHMENT A 3.2 ....................................................... 40
ATTACHMENT A 4 ......................................................... 41
ATTACHMENT B ........................................................... 42
ATTACHMENT C 1 ......................................................... 43
ATTACHMENT C 2 ......................................................... 45
ATTACHMENT D ........................................................... 46
ATTACHMENT E ........................................................... 47
ATTACHMENT E1 .......................................................... 48
ATTACHMENT E2 .......................................................... 50
ATTACHMENT E3 .......................................................... 52
ATTACHMENT F ........................................................... 56
ATTACHMENT G ........................................................... 62
ATTACHMENT H ........................................................... 64
ATTACHMENT I ........................................................... 67
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PART I: GENERAL
0. PREAMBLE
WHEREAS the Parties have signed a cooperation agreement dated July 11th, 2001
(the "Cooperation Agreement"); and
WHEREAS this Agreement is a General Supporting Contract in the terms of Section
4 of such Cooperation Agreement which the Parties intend will describe order
process for the services contemplated and the terms and conditions under which
such services will be performed;
WHEREAS each of the Parties may be the Supporting Party or the Contracting Party
as defined in the Order
Now therefore the Contracting Party and the Supporting Party agree upon the
following:
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1. DEFINITIONS AND ABBREVIATIONS
Agreement This Agreement including the side
letters, attachments and annexes
thereto including all amendments
Aviation Authority The competent body responsible for
the safety regulation of civil
aviation
Approved Data Any information necessary to ensure
that the aircraft or aircraft
Component can be maintained in a
condition such that airworthiness of
the aircraft, or serviceability of
operational and emergency equipment
as appropriate, is assured.
Certificate (CRS) The Certificate of Release to Service
(JAA FORM ONE, FAA FORM 8130-3)
confirms on behalf of the Aviation
Authority approved maintenance /
production organization that, unless
otherwise specified, the listed
actions have been carried out in
conformity with the Quality Manual by
personnel with appropriate
authorizations and in accordance with
approved regulations. It also
confirms that the aircraft Component
has been released to service with
respect to the work carried out
CMM Components Maintenance Manual
Combined Certificate/Dual Release Certificate (CRS) issued by a
Maintenance organization located:
a.) in the JAA States that holds both
a JAA JAR-145 Approval and a FAA FAR
Part 145 Certificate in accordance
with JAA Leaflet No. 21 (Combined JAA
Form One and FAR Part 43 Return to
Service for JAA/FAA Customer) or FAA
AC 145.7 (7. Approval for Return to
Service and Maintenance, Alteration,
and Modification Records) should be
on the JAA Form One
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b.) in the USA that holds both a FAA
FAR Part 145 Certificate and JAA
Acceptance in accordance with JAA
Leaflet No. 22 (JAA Acceptance of
American Repair Stations) should be
on the FAA Form 8130-3
Component Any self contained-Part, combination
of Parts, subassemblies or units,
which perform a distinctive function
necessary to the operation of a
system
Defect, Defective Any abnormal condition of an Item
whether or not this could eventually
result in a failure.
Delivery/to Deliver Receipt by the Supporting Party of an
Item to be serviced in accordance
with the terms of this Agreement.
Extended Workbench Non-JAR-145 Organizations working
under the quality system of a JAR-145
Approved Maintenance Organization
(Sub-contracting)
Exchange / To Exchange Exchange is a process whereby an Item
is Delivered to the Supporting Party
for servicing and the Supporting
Party keeps the Delivered Item (the
"Exchanged Part"), which becomes its
property and Redelivers a like,
serviceable Item, which becomes the
property of the Contracting Party
(the "Exchange Part") in accordance
with the terms set out in this
Agreement. Transfer of title shall
occur simultaneously upon
installation of the Exchange Part by
the customer.
FAA Federal Aviation Administration of
the United States of America
FAR Federal Aviation Regulation
INCOTERMS Regulations of the International
Chamber of Commerce for freight
forwarding, including transportation
insurance, Edition 2000.
Item Any level of hardware assembly (i.e.
system, subsystem, module, accessory,
Component, unit, Part, etc.)
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JAA Joint Aviation Authorities,
Association of European Aviation
Authorities
JAR Joint Aviation Regulation
LLP Life Limited Part
Maintenance/
To Maintain Any one or a combination of Overhaul,
Repair, Inspection, Replacement or
Modification of an Item
Modification/To Modify The alteration of/to alter an Item in
conformity with an approved standard
NAA National Aviation Authority
OEM Original Equipment Manufacturer
Overhaul/To Overhaul The restoration of an Item by
Inspection, replacement and / or
Repair in conformity with an approved
standard to a condition "as new".
Part One, two or more pieces joined
together which are not normally
subject to disassembly without
destruction of designed use
Party/Parties the Supporting Party or the
Contracting Party / the Supporting
Party and the Contracting Party
collectively
Redelivery/To Redeliver The receipt (in accordance with the
terms of this Agreement) by the
Contracting Party of serviced Items
Repair/To Repair The restoration of/To restore an Item
/ aircraft Component to a serviceable
condition in conformity with an
approved standard
Services/To Service All work performed and all actions
taken by the Supporting Party in
compliance with its obligations under
this Agreement
Subcontractor Any person, legal or natural,
rendering certain
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Services on behalf of the Supporting Party
TCCA Transport Canadian Civil Aviation
Term as defined in Section 20
Turnaround Time/TAT The period of time agreed between the
Parties for the performance of a
Service, such time period beginning
with the receipt by the Supporting
Party of the Item to be serviced at
the Delivery Location until the
Contracting Party is notified of
availability for Redelivery. TAT is
measured in calendar days.
Terms not defined herein shall have the meanings attributed them in the
Cooperation Agreement.
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2. SUBJECT MATTER OF AGREEMENT
This Agreement constitutes general terms applicable to all Orders placed by the
Contracting Party with the Supporting Party.
3. ORDER PROCESS
For all Services to be performed the Parties will agree on an individual order
(the "Order") in accordance with the following provisions, unless otherwise
specified in an Attachment.
If the Contracting Party requires the performance of certain services, it will
make a request using the Order form attached as Attachment F (the "Order Form").
The Order Form will be fully completed and signed. Any such request will be
irrevocable for fourteen (14) days.
If the request as stated in the Order Form is acceptable to the Supporting
Party, it will sign the Order Form, thereby accepting the request, and send it
back to the Contracting Party. Such returned Order Form will constitute a
binding Order.
If the request is not acceptable to the Supporting Party, it will immediately
notify the Contracting Party thereof. The Parties will then negotiate in order
to come to mutually acceptable terms. Once the Parties have agreed on such
terms, they will complete the Order Form accordingly and sign the Order Form.
Such signed Order Form will constitute a binding Order.
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PART II: PERFORMANCE
4. SCOPE OF SERVICES
The Services to be performed will be described in the relevant Order. Such Order
may refer to standard Services as listed and detailed in Attachment "A".
5. PERFORMANCE OF SERVICES
All Services will be performed in accordance with JAR 145 and FAR 145 (dual
release) or such other regulations as specified in the Order for approved
maintenance organizations.
New spare parts shall be traceable to the OEM by means of a Certificate (JAA
FORM ONE, FAA Form 8130-3, TCA Form 24-0078 or other Certificate of Conformance
as may be available) .
Used spare parts shall be traceable to maintenance organizations and repair
stations accepted/approved by the JAA and FAA or such other authority as
specified in the Order. Such maintenance and repair stations will have certified
the previous Maintenance by means of a Certificate (JAA FORM ONE, FAA Form
8130-3 or TCA Form 24-0078). Used spare parts only bearing a Certificate of
conformance may not be used.
Used life limited parts or FAA -- PMA Parts or Parts which have been subjected
to extreme stress or heat (as in major engine failure, accident or fire) or
which derive from military or government material stock intended to be used as a
spare part may only be used if so confirmed in the Order or with other prior
written consent of the Contracting Party.
Aviation Authorities and/or the Contracting Party's representatives shall have
access to the Supporting Party's facilities at any time to audit the compliance
with the applicable standards and procedures.
6. EXCHANGE AND LOAN
6.1 Exchange
In case of an Exchange the Supporting Party shall on request and on availability
provide an offer defining data requirements (e.g. time since Overhaul),
conditions and the exchange fee excluding the price for required Maintenance
Services. In case of a landing gear Exchange the applicable conditions are
described in Attachment A1 if not otherwise specified in the Order. In case of a
Component Exchange except whole landing gears the Exchange Order form specified
in Attachment "H" states the applicable conditions and shall be used.
6.1 Loan
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In case of a loan the lending Party shall on request and on availability provide
an offer defining conditions and the loan fee excluding the price for required
Maintenance Services. The loan Order form specified in Attachment "I" states the
applicable conditions and shall be used.
7. REPORTING, APPROVAL AND ACCEPTANCE
All Items returned to the Contracting Party after Maintenance must be released
and accompanied by a Combined Certificate in accordance with the regulations of
JAR 145 and FAR 145.
Technical Defects on Items not being part of the scope of Services identified
during Maintenance which lead to a non-airworthy condition of the Item must be
reported to the Contracting Party's quality department.
Upon Redelivery the Supporting Party shall provide a report detailing the
condition at Delivery and the Services performed by the Supporting Party
("Repair Report"). A copy of the invoice, if available, and the Repair Report
shall be attached to each particular Item being Redelivered to the Contracting
Party.
In case of an Exchange the Supporting Party shall provide a report detailing the
condition at Delivery and the Services performed on the Exchange Part provided
to the Contracting Party ("Exchange Repair Report").
In case of a landing gear Exchange (see Cooperation Agreement, Section 5.5) a
copy of the partial invoice covering the fixed price for the landing gear
Services to be performed on the Exchanged Part, if available, and the Exchange
Repair Report shall be attached to the Exchange Part being Redelivered to the
Contracting Party. The final invoice shall be sent by the Supporting Party to
the Contracting Party not later than 21 days after completion of the Service
performance.
8. SUBCONTRACTING
The Supporting Party may subcontract any of the Services agreed upon in any
Order only to approved maintenance facilities according to Attachment "E". Any
alterations of Attachment "E" shall be mutually agreed upon.
Subject to the warranty provisions in Section 17 the Supporting Party warrants
that any Services rendered by Subcontractors will be of the same standards and
of the same quality as the Services rendered by the Supporting Party itself.
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9. MODIFICATIONS
The Supporting Party agrees to perform all mandatory Modifications ordered by
Aviation Authorities. Modifications issued as recommended or optional will be
performed upon the Contracting Party's written request.
10. SCRAP HANDLING
Scrap will be handled as specified in the Order. If not otherwise agreed upon,
the Parts will be scrapped at the Supporting Party's facility after a grace
period of 60 days after the completion of the Service at no charge.
Any further commercial use of scrap material by the Supporting Party will be
subject to a separate written agreement between the Supporting Party and the
Contracting Party. The Supporting Party will in no event make use of scrap
material unless such agreement has been entered into by and between the
Supporting Party and the Contracting Party.
11. TRANSPORTATION AND PACKING
The Contracting Party will ensure that all Items will be accompanied by
appropriate shipping documents enabling the Supporting Party to identify the
Item accordingly.
The responsibility for transportation of the Items (including risk and cost) is
as follows:.
Transportation from the Contracting Party to the Supporting Party: DDP
(Delivered Duty Paid) the Supporting Party's facilities as stated in the
respective Order ("Delivery Location").
Transportation from the Supporting Party to the Contracting Party: EXW (Ex
Works) to the designated location as stated in the respective Order ("Redelivery
Location")
The Contracting Party has no obligation to accept partial shipments unless
otherwise agreed. Payment will be effected after receipt of complete shipments.
If partial shipments are agreed payment will also be effected for partial
shipments.
The Contracting Party will ship the Items in appropriate packing and the
Supporting Party will prepare the Items for return by using the same standard of
packing as provided by the Contracting Party, provided that such packing
conforms to such all applicable transport and quality assurance regulations at
the time of return ship. Title to special transportation equipment, e.g. A320
shipping equipment, shall remain with the Party owning such equipment and if not
otherwise agreed the units shall be returned to such Party.
There will be no charges for packing. In the event of damaged shipping equipment
the Supporting Party will provide a suitable replacement and charge the
Contracting Party accord-
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ingly.
12. TURNAROUND TIME
The Turnaround Times for the standard Services described in Attachment "A" are
listed in such Attachment "A". The Parties may agree upon other Turnaround Times
or other performance dates (dead-lines) in the relevant Order, such agreed
Turnaround Time or performance date taking precedence over such Turnaround Times
listed in Attachment "A". The Supporting Party commits to such Turnaround Times
or other performance dates as the Parties may agree upon.
12.1 Status Report
If agreed in the Order, for the Items being Serviced by the Supporting Party
under such Order, the Supporting Party will provide an individual weekly status
report to the respective addressee stipulated in the Order using the form
attached as Attachment "D".
12.2 Failure to meet Turnaround Time
In case the Supporting Party has reason to believe that it will not be able to
Redeliver within the agreed Turnaround Time, it will inform the Contracting
Party immediately about the reasons and the new Redelivery date as well as the
measures undertaken to remedy the situation.
In the event the Supporting Party fails to meet the guaranteed TAT, including
any extension mutually agreed between the Parties, then at the Contracting
Party's choice the Supporting Party will provide the Contracting Party with (i)
an Exchange or (ii) a loan Item. Such Items will be delivered EXW Redelivery
location within thirty-six (36) hours upon receipt of the Contracting Party's
request on a no charge basis.
In case of loan any direct expenses for removal, reinstallation and transport of
the Item will be reimbursed by the Supporting Party. The maximum obligation of
the Supporting Party shall not exceed the equivalent of 6 days rental fees after
the delivery of the delayed Item.
In case of Exchange, the Exchange Item will be of the same condition, value and
Modification status as the Item originally Delivered to the Supporting Party in
the condition such Item would have been after Maintenance. The Supporting Party
may provide the Contracting Party with an Item with a higher Modification status
after having received a written approval of the Contracting Party and only if
the Items are two ways interchangeable.
In case the Supporting Party is not in the position to provide a sufficient
number of Exchange/loan Items as requested by the Contracting Party, the
Contracting Party may, after notifying the Supporting Party of its intent,
purchase, Exchange or loan such Item from other
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sources or Exchange it with a part from its own stock and the Supporting Party
will reimburse the Contracting Party for the amount reasonably paid by
Contracting Party for the purchase of such Items from any other source or as
loan charges or for usage fees, however Parts with a value over 5000 USD may
only be purchased with the consent of the Supporting Party. In case the
Contracting Party purchases an Item, such Item at the Contracting Party's sole
discretion can be treated either as an Exchange Part or a loan Part.
12.3 CRIT/AOG
In CRIT/AOG situations the Supporting Party regardless of any delay of the
Supporting Party will with all reasonable means support the Contracting Party to
ensure that normal operations resume.
13. THE CONTRACTING PARTY'S INVENTORY
The Supporting Party will issue an inventory report provided yearly to the
Contracting Party regarding part number, quantity and serial number (if
possible) of the Contracting Party's inventory being held in the Supporting
Party's facilities for Maintenance.
This report will be sent to the Contracting Party no later than on December 15th
of the current year.
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PART III: COMMERCIAL
14. PRICES
The applicable prices mutually agreed upon between the Parties for the Services
rendered by the Supporting Party are listed in Attachment "A" or will be stated
in the Order.
Services between Lufthansa Technik AG and Hawker Pacific Aerospace, Sun Valley,
California will be charged in USD. Services between Lufthansa Technik AG and
Hawker Pacific Aerospace Ltd., United Kingdom will be charged in GBP.
15. PRICE ADJUSTMENT
Prices will be reviewed on an annual basis and any adjustment will be agreed by
the Parties or specified in the Order.
16. INVOICING AND PAYMENT
For all payments to be made by the Contracting Party in accordance with this
Agreement the Supporting Party will issue and submit an invoice. All invoices
will be issued in three-fold and will be sent to the invoice address stated in
the Order.
Payment will be effected within thirty (30) days net upon receipt of the
invoice. Invoices shall not be sent out before Services are completed. The
invoices shall indicate:
- - The Contracting Party's applicable V.A.T. identification number
- - The Contracting Party's Order-number
- - man-hours needed for Maintenance (unless a fixed price is applicable)
- - man-hour rate (unless a fixed price is applicable)
- - material used (insignificant material in one position) (unless a fixed
price is applicable)
- - Subcontractors invoice (unless a fixed price is applicable)
If the Contracting Party disputes any amount of an invoice such amount
nevertheless will remain due and the Contracting Party will pay the total amount
of the invoice. The Supporting Party and the Contracting Party will negotiate in
good faith to resolve the disputed part of the invoice. If such dispute is
resolved in favor of the Contracting Party, the Supporting Party will pay to the
Contracting Party promptly the amount determined by such negotiations plus
interest in the amount of LIBOR (London Inter Bank Offered rate) plus one (1)
percent.
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The Contracting Party agrees that any dispute of the Supporting Party's invoices
and any claim for reimbursement will be made within twelve (12) months from the
date of issuance of the respective invoice. Disputes or claims not made within
such period will be deemed barred by the Statue of Limitations.
The Supporting Party may invoice a pro rata late payment charge of one (1)
percent per month on all payments due.
Title to all Material supplied by the Supporting Party under this Agreement will
remain with the Supporting Party until complete payment of all amounts due has
been received.
In case of non-payment by the Contracting Party the Supporting Party has by
virtue of its Services rendered a contractual right of retention and a
contractual lien over the subject matter in its custody. These rights as well as
a set-off right may also be claimed for Services rendered or Material supplied
previously. The Supporting Party also has the right to immediately stop current
Services until payments due have been received.
Payments will be effected to the Supporting Party's Bank Account as stated in
the Order.
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PART IV: LEGAL
17. TITLE TO THE ITEMS / PARTS EXCHANGED
Title to the Items remains with the respective owner of the Items at all times
while in the custody of the Supporting Party or any Subcontractor.
Parts replacing removed Parts ("Exchange") on the Item will become the property
of the Contracting Party or the respective owner of the Item upon installation
and Parts removed from the Item will become the property of the Supporting Party
at the same time.
The Exchange Part will be in the same condition, value and Modification status
as the Item originally Delivered to the Supporting Party in the condition such
Item would have been after Maintenance. The Supporting Party may provide the
Contracting Party with a Part with a higher Modifications status after having
received a written approval of the Contracting Party and only if the Parts are
two ways interchangeable.
18. QUALITY AND WARRANTY
18.1 Quality
The Supporting Party will perform this Agreement and all Services in accordance
with the Supporting Party's quality system approved by the JAA and the FAA.
The Contracting Party at any time will have the right to perform quality
surveillance and quality audits upon the Supporting Party. In case of
discrepancies the Supporting Party will immediately make any and all necessary
corrections and will inform the Contracting Party accordingly.
18.2 Warranty
The Supporting Party warrants that all Services rendered and all material
manufactured by the Supporting Party under this Agreement will be free from
Defects and will:
- - conform to the original equipment manufacturer's and the Contracting
Party's applicable descriptions, specifications and drawings,
- - be free from Defects in design and -- to the extent manufactured by the
Supporting Party - material, and including Defects arising from the
selection of materials,
- - be suitable for the intended purposes as set forth in this Agreement or
the relevant speci
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fications.
Any acceptance upon Redelivery of a Maintained Item by the Contracting Party
shall not limit the Supporting Party's responsibility under this Section.
As the sole remedy, if an Item fails to comply with the warranty as set forth
above the Supporting Party will at its own expense promptly perform all Repairs
and Modifications necessary to make such Item comply with the warranty. Any
direct expenses for removal, reinstallation, error search and transportation of
the Defective Item will be reimbursed by the Supporting Party.
The Contracting Party will arrange, at the Supporting Party's risk and expense,
for transportation of the Defective Item from the location where the respective
Item is located to the location where the Repair and/or Modification will be
made. The Supporting Party will redeliver such Items at its risk and expense to
the Contracting Party to the facility named in the respective warranty order.
Any warranty Repair and/or Modification will be performed as soon as possible
but in any case within the Turnaround Time stipulated for the original work
scope. If the TAT is exceeded Section 11.2 will apply.
The warranty is subject to the following conditions:
A Defect will only be regarded as subject to warranty if it arises within twelve
(12) months or within one thousand five hundred (1,500) flight hours after
Redelivery, whichever may occur first. In case of a complete landing gear
Overhaul the warranty period will be thirty-six (36) months or three thousand
(3,000) cycles, whichever comes first.
A warranty claim must be raised in written form by the Contracting Party within
forty-five (45) days after the Defect has become apparent and the Supporting
Party must be provided with the Defective part for inspection and Repair within
an additional forty-five (45) days after the warranty claim has been raised.
The cause of the Defect must be related to material manufactured by or to
Services rendered by the Supporting Party. For material not manufactured by the
Supporting Party the rights to warranty granted to the Supporting Party by the
respective manufacturer will be assigned to the Contracting Party or such other
party as the Contracting Party may designate and the Supporting Party will use
all reasonable efforts to support the Contracting Party (or such other party, as
applicable) in pursuing such warranty claim.
After Redelivery the Defective Part must not have been Serviced, Repaired,
Overhauled, or Modified by anyone other than the Supporting Party or its
Subcontractors.
Material must at all times have been stored, handled and operated in accordance
with manufacturer's recommendations.
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Notwithstanding Section 18. hereof the remedies for breach of the warranty set
forth in this Section 17.2 will be the exclusive and sole remedy for the
Contracting Party in case of any Defect and any other rights to warranty as well
as to damages including incidental or consequential damages or loss of revenue
of any kind arising by law or otherwise are explicitly excluded.
For Services rendered by the Supporting Party's Subcontractors the same warranty
will apply as if such Services had been rendered by the Supporting Party itself.
The Contracting Party may assign the right to claim under this warranty as
granted hereunder in whole or in part to its customers.
18.3 In-house-Warranty
With the consent of the Supporting Party (such consent not to be withheld if
in-house warranty is more cost efficient than Repair by the Supporting Party or
if the Supporting Party cannot meet the Contracting Party's time requirements)
the Contracting Party may carry out the Repair and/or Modification of Items
under warranty of the Supporting Party at its own facilities or have such Repair
and/or Modification performed by a third party at the Supporting Party's costs,
such cost not to exceed the cost of Repair by the Supporting Party.
For all such Repairs and/or Modifications the Supporting Party shall credit the
Contracting Party the labor costs (including direct costs for removal,
reinstallation and administration) as defined in Attachment "B" plus the actual
cost of the material used at the current acquisition or average purchase price.
For Items under warranty which cannot be Repaired and/or Modified economically
the Supporting Party will either furnish the Contracting Party at the
Contracting Party's discretion with a no charge replacement or full credit
according to the current acquisition or average purchase price.
In case of In-house-warranty performed, the Contracting Party will file a
Warranty Claim on its own form ("In-house Warranty Repair Claim" -- Attachment
"C") within ninety (90) days after rectification of the Defect.
Within ninety (90) days after receipt of the Contracting Party's Warranty Claim,
the Supporting Party will reimburse the Contracting Party by means of a credit
note all material and labor cost.
The claim will be deemed to be accepted if the Supporting Party does not reject
the warranty claim within such ninety (90) days period.
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19. LIABILITY AND INDEMNIFICATION -- INSURANCE
19.1 Liability and Indemnification
The Supporting Party, its personnel, and its Subcontractors shall not be liable
towards the Contracting Party, except in cases of willful misconduct or gross
negligence of the Supporting Party, its personnel and its Subcontractors.
This release by the Contracting Party includes any damage or loss of property as
well as bodily injury or death or other damages sustained by the Contracting
Party.
This provision shall apply for any such liabilities arising in any way in
connection with this Agreement during or after the performance of Services by
the Supporting Party, its personnel or its Subcontractors.
Regardless of the above, the Supporting Party, its personnel and its
Subcontractors shall not be responsible for any consequential damages,
including, but not limited to, loss of use, revenue or profit.
The Contracting Party shall indemnify and hold harmless the Supporting Party,
its personnel, and its Subcontractors from any and all liabilities towards any
third party arising in any way in connection with this Agreement during or after
the performance of Services by the Supporting Party, its personnel and its
Subcontractors.
This indemnification and hold harmless provision shall not apply in cases of
willful misconduct or gross negligence of the Supporting Party, its personnel
and its Subcontractors.
This indemnification includes cost and expenses incident thereto as well as
consequential damages.
19.2 Insurance
Each Party will maintain adequate insurance to cover the risks assumed hereunder
and provide the other upon request with a certificate of insurance.
20. TERM AND TERMINATION
This Agreement becomes effective upon signature of both Parties and will remain
effective for an indefinite period of time unless terminated in accordance with
this article ("Term"). The attachments, annexes and side letters hereto will
become effective from the same date or the date expressly specified therein and
will remain effective for the Term unless otherwise stated therein.
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This Agreement and any Order hereunder may only be terminated in accordance with
the provisions of the Cooperation Agreement. This provision is not intended to
limit either Party's right to terminate for cause.
21. CONFIDENTIALITY
The Parties will treat as strictly confidential for the duration of this
Agreement and for two (2) years thereafter any information pertaining to this
Agreement, including the individual provisions contained therein. In particular
each Party will treat as strictly confidential the contents of the negotiations
leading up to this Agreement, any business, technical and strategic data
disclosed by the other Party or its Subcontractors at any time for any reason -
comprising any and all such information in oral or visual form - including but
not limited to prices for Services, the scope of Services offered, legal
provisions, Turnaround Times and man-hours needed.
Neither Party will disclose any such confidential information to any employee,
third party or other person except where such disclosure is necessary in order
to fulfill the obligations under this Cooperation Agreement or to the extent
required by law. Professional advisors, such as lawyers or accountants, of a
Party will not be deemed third parties hereunder provided they are equally
required to maintain confidentiality as herein described.
The disclosure of any documents, data and other information in connection with
this Agreement will not be construed as a grant or transfer of any rights, in
particular but not limited to intellectual and industrial property rights such
as patents or copyrights.
22. NOTICES AND COMMUNICATION
For messages and correspondence other than invoices exchanged in connection with
this Agreement in day to day business the addresses stated in the Order are
applicable.
No Party may claim that the other Party has received such messages or
correspondence if other addresses than those listed in the Order were used.
Messages including any requests or Orders sent by e-mail or other electronic
means will be deemed received only when the message has been accessed by the
receiving Party. The burden of proof for the receipt and time of receipt of such
messages will lie with the Party sending the message.
Page 21 of 68
47
23. MISCELLANEOUS
23.1 Law and Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of
Germany excluding German law's conflict of laws provisions and further excluding
the CISG (United Nations Convention on the International Sale of Goods).
In case of a dispute the Parties agree that they will use best efforts to come
to an amicable and fair solution under the terms of this Agreement or to amend
the terms of this Agreement in order to bring about a fair solution to such
dispute.
Should this not be possible the Parties agree to submit their dispute to an
arbitration board consisting of one arbitrator to be named by each of the
Parties who will in turn agree upon a third arbitrator belonging to the
Lufthansa Group but not belonging to either party or its subsidiaries. All
arbitrators shall have a legal background. In case of a dispute of a fundamental
or political nature the "Konzernlenkungskreis" may be called upon.
The Parties expressly agree not to call upon the court of law of any
jurisdiction to settle disputes and to be bound by and accept as final ruling
the decision of the arbitration board as described.
23.2 Assignment
Except as provided for in this Agreement neither Party may assign its position
under this Agreement without the prior written consent of the other Party,
except that either Party may assign its position under this Agreement with any
of its rights and obligations in total or in part to a company directly or
indirectly controlled by Deutsche Lufthansa Aktiengesellschaft.
23.3 Form of Agreement
Two originals of this Agreement will be signed and executed by the Parties. One
original will remain with each Party. Each page of each original of the
Agreement (including any attachments, exhibits, side-letters etc.) will be
initialed by each Party.
23.4 Alteration
This Agreement will not be varied in terms or amended except by an instrument in
writing explicitly named an amendment to this Agreement and signed by duly
authorized representatives of the Parties.
Page 22 of 68
48
Verbal agreements reached during the negotiations or during the period of this
Agreement will not be binding upon either Party unless and until mutually
confirmed in writing.
All communication between the Parties will be in English and all documentation
will be made available to the other Party in English. In case any other language
is used or any document including this Agreement is translated into any other
language it will be for convenience only. The version in English will be
binding.
23.5 Order of Precedence
In the event a provision in an attachment, annex, letter agreement or Order
deviates from Parts I-IV of this Agreement such attachment, annex or letter
agreement will prevail only if such provision explicitly refers to the provision
of such Sections to be deviated from. In all other cases Parts I-IV will
prevail.
Orders will prevail if the Order Form attached is used and one of the
alternatives provided on such Order Form is used. Other deviations must refer to
the provision being deviated from.
23.6 Waiver and Severability
Failure by either Party to enforce any of the provisions of this Agreement will
not be construed as a waiver of such provisions.
Nothing contained in this Agreement will require either Party to take any action
contrary to the law or to any order or regulation of any government or contrary
to any permit or authorization granted to either Party by any government. If any
of the provisions of this Agreement are held unlawful or otherwise ineffective
by any court of competent jurisdiction, the remainder of this Agreement will
remain in full force and the unlawful or otherwise ineffective provision will be
substituted by a new provision mutually agreed upon by the Contracting Party and
the Supporting Party reflecting the intent of the provision so substituted.
Page 23 of 68
49
IN WITNESS THEREOF the Contracting Party and the Supporting Party have caused
this Agreement to be executed as of the day and year written below.
LUFTHANSA TECHNIK AG HAWKER PACIFIC AEROSPACE
- ------------------------------------ -------------------------------------
Dr. Gerald Gallus David Lokken
Chief Executive Product and Services Chief Executive Officer and President
- ------------------------------------
Uwe Mukrasch
Senior Vice President of
Aircraft Component Services
HAWKER PACIFIC AEROSPACE, LTD.
------------------------------------
David Lokken
Director
Hamburg, July 11th, 2001
Page 24 of 68
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ATTACHMENT A 1
- LANDING GEAR (LDG): SCOPE OF SERVICES/SERVICES TO BE PERFORMED -
LHT will subcontract landing gear Services to HPA as per Attachment "A 1.1"
HPA will subcontract landing gear Services to LHT as per Attachment "A 1.2"
Page 25 of 68
51
ATTACHMENT A 1.1
- LANDING GEAR: SCOPE OF SERVICES/SERVICES TO BE PERFORMED BY LHT -
1. PRICES AND TAT PER A/C TYPE FOR SINGLE AD-HOC EVENTS
(see Cooperation Agreement Section 3.2.2)
A/C type Facility TAT (closed loop) Price Overhaul Exchange fee
-------- -------- ----------------- -------------- ------------
B 747-400 HAM * * *
B 747-200 / -SP HAM * * *
A 300-600 HAM * * *
A 310-200 / -300 HAM * * *
A 320-200 HAM * * *
2. SCOPE OF SERVICE
2.1 LABOR COSTS (MAN- AND MACHINE HOURS) FOR COMPLETE OVERHAUL
INCLUDING:
- Overhaul / Repair in accordance with CMM-limits and Lufthansa
Technik approved data
- standard Modifications (details to be specified in the Order)
- functional check of hydraulic parts (Section 3)
- complete engineering Services for Overhaul performance
2.2 MATERIAL
The price covers all spare parts up to an amount of USD [*],- per Item and
includes the material handling charge ("mark up").
"Mark up" for Items higher than USD [*],- is [(*)] percent with a ceiling of USD
[*].- per Item.
* INFORMATION OMITTED PURSUANT TO CONFIDENTIAL TREATMENT REQUEST.
Page 26 of 68
52
2.3 STATEMENT OF WORK
A. Complete teardown and inspection of all major Component Parts
B. Replace as required all standard AN, MS, NAS, and manufacturer's
hardware Items, including seals, packing rings and other
standard replacement Parts.
C. Replace all bushings.
D. Deburr and polish all lug faces and holes to remove corrosion.
E. Hone or polish all chrome plated diameters and dimensions.
Inspect for in-service wear and general surface condition.
F. Identify and disposition all areas requiring rework and Repair
in accordance with the LHT Standard Workscope.
G. Surface temper inspect (nital etch) as required by the
manufacturer's Overhaul manual.
H. N.D.T. inspect all Component Parts for inclusion, indications
and cracks.
I. Repair all areas requiring chrome plate per manufacturer's
Overhaul manual.
J. Repair all areas requiring sulphamate nickel plate per the
manufacturer's Overhaul manual.
K. Re-application of cadmium plate (low hydrogen embrittlement) in
accordance with manufacturer's Overhaul manual.
L. Incorporation of all mandatory service bulletins
M. Test of all hydraulic accessories of the landing gear
N. Prime and paint as required by manufacturer's Overhaul manual.
O. Carry out Overhaul of wiring harnesses.
P. Assemble and function test per manufacturer's Overhaul manual,
final inspect.
Q. Certify on JAA Form 1 as Overhauled in accordance with the
manufacturers Overhaul manuals.
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53
2.4 EXCHANGE
Exchange gears in Overhauled condition will be provided by the
Supporting Party to cover the scheduled events.
Actual delivery of exchange gears to be mutually agreed well in advance.
The removed gears shall be available at the Delivery Location that is
specified in the Order not later than calendar days after receipt of the
delivered Exchange gears
Each day thereafter will be charged additionally with [*] % of the
agreed Exchange fee up to a maximum of 100% of the agreed exchange fee.
2.5 ADDITIONAL WORK
Hydraulic attached Parts are handled according to Attachment "A2".
Replacement of life limited Parts, missing, damaged or misused Parts,
performance of extraordinary Modifications, AD-notes and Repairs beyond
CMM-limits will be additionally charged if applicable.
THE MAN-HOUR RATE FOR SUCH WORK IS USD [*],--
Any work on Brakes and Wheels is excluded.
2.6 DOCUMENTATION AND PRODUCTION PLANNING
2.6.1 The following documentation will be provided by the Supporting
Party:
- JAA/FAA Dual Release Certificate
- Modification status, history data
- workshop-report and detailed finding-report for the
supplied gears
2.6.2 In case of Exchange the following history data shall be provided
by the Contracting Party upon delivery of the removed gears:
- total time / total cycles in service
- current status of life-limited parts
- current status of applicable AD-notes
- ----------
* INFORMATION OMITTED PURSUANT TO CONFIDENTIAL TREATMENT REQUEST.
Page 28 of 68
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ATTACHMENT A 1.2
- LANDING GEAR: SCOPE OF SERVICES/SERVICES TO BE PERFORMED BY HPA -
23.7
1. PRICES AND TAT PER A/C TYPE FOR SINGLE AD-HOC EVENTS
(see Cooperation Agreement Section 3.2.2)
A/C type Facility TAT (closed loop) Price Overhaul Exchange fee
-------- -------- ----------------- -------------- ------------
A 300-600 SV * * *
A 310-200 SV * * *
B 727 SV * * *
B 737 SV/UK * * *
B 747 SV/UK * * *
B 757 SV/UK * * *
B 767 SV/UK * * *
DC 10-10 SV/UK * * *
DC 10-30 SV/UK * * *
MD 80 SV * * *
- ----------
* INFORMATION OMITTED PURSUANT TO CONFIDENTIAL TREATMENT REQUEST.
Page 29 of 68
55
NOTES:
1 MATERIAL CAP OF [*] USD
2 MATERIAL CAP OF [*] USD
3 MATERIAL CAP OF [*] USD
2. 2.SCOPE OF SERVICE
2.1 LABOR COSTS (MAN-HOUR AND MACHINE HOURS) FOR COMPLETE OVERHAUL
INCLUDING:
- OVERHAUL/REPAIR IN ACCORDANCE WITH CMM -- LIMITS AND HPA
STATEMENT OF WORK
- STANDARD MODIFICATIONS
- FUNCTIONAL CHECK OF HYDRAULIC PARTS
- COMPLETE ENGINEERING SERVICES FOR OVERHAUL PERFORMANCE
2.2 MATERIAL
- THE PRICE COVERS ALL STANDARD REPLACEMENT PARTS ("SRP") AND
BUSHINGS AND ALL MATERIAL UP TO AND INCLUDING THE MATERIAL CAPS
AS NOTED IN SECTION 1 ABOVE.
- "MARK UP" FOR ITEMS HIGHER THAN THE NOTED MATERIAL CAP IS [*]
PERCENT WITH A CEILING OF USD [*] PER ITEM.
2.3 STATEMENT OF WORK
A. Complete teardown and inspection of all major Component Parts
B. Replace as required all standard AN, MS, NAS, and manufacturer's
hardware Items, including seals, packing rings and other SRP.
- ----------
* INFORMATION OMITTED PURSUANT TO CONFIDENTIAL TREATMENT REQUEST.
Page 30 of 68
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C. Replace all bushings.
D. Deburr and polish all lug faces and holes to remove corrosion.
E. Hone or polish all chrome plated diameters and dimensions.
Inspect for in-service wear and general surface condition.
F. Identify and disposition all areas requiring rework and Repair
as requested by manufacturer's Overhaul manual.
G. Surface temper inspect (nital etch) as required by the
manufacturer's Overhaul manual.
H. N.D.T. inspect all Component Parts for inclusion, indications
and cracks.
I. Repair all areas requiring chrome plate per manufacturer's
Overhaul manual.
J. Repair all areas requiring sulphamate nickel plate per the
manufacturer's Overhaul manual.
K. Perform gland nut Repair as necessary.
L. Carry out any additional specialist Repairs.
M. Re-application of cadmium plate (low hydrogen embrittlement) in
accordance with manufacturer's Overhaul manual.
N. Prime and paint as required by manufacturer's Overhaul manual.
O. Carry out Overhaul of wiring harnesses.
P. Assemble and function test per manufacturer's Overhaul manual,
final inspect.
Q. Certify on JAA Form 1 as Overhauled in accordance with the
manufacturers Overhaul manuals.
2.4 EXCHANGE
EXCHANGE GEARS IN OVERHAULED CONDITION WILL BE PROVIDED BY THE
SUPPORTING PARTY TO COVER THE SCHEDULED EVENTS.
ACTUAL DELIVERY OF EXCHANGE GEARS TO BE MUTUALLY AGREED WELL IN ADVANCE.
THE REMOVED GEARS SHALL BE AT THE SUPPORTING PARTY NO LATER THAN TEN
(10)
Page 31 of 68
57
CALENDAR DAYS AFTER RECEIPT OF THE DELIVERED EXCHANGE GEARS.
2.5 ADDITIONAL WORK
HYDRAULIC ATTACHED PARTS ARE HANDLED ACCORDING TO ATTACHMENT "A2".
REPLACEMENT OF LIFE LIMITED PARTS, MISSING PARTS, DAMAGED OR MISUSED
PARTS, PERFORMANCE OF EXTRAORDINARY MODIFICATIONS, AD NOTES AND REPAIRS
BEYOND THE CMM LIMITS WILL BE ADDITIONALLY CHARGED IF APPLICABLE.
STANDARD OVERHAUL DOES NOT INCLUDE TELESCOPIC STRUTS, LOCK LINKAGES,
STRUCTURAL LINKAGES, WALKING BEAMS, FORWARD TRIM BEARINGS, REACTION
LINKAGES, SUPPORT ASSEMBLIES OR PILLOW BLOCKS.
The man-hour rate for such work is USD [*].--
ANY WORK ON BRAKES AND WHEELS IS EXCLUDED.
2.6 DOCUMENTATION AND PRODUCTION PLANNING
2.6.1 The following documentation will be provided by the
Supporting Party:
- JAA/FAA DUAL RELEASE CERTIFICATE
- MODIFICATION STATUS, HISTORICAL DATA
- WORKSHOP REPORT AND DETAILED FINDINGS REPORT FOR
SUPPLIED GEARS:
- TOTAL TIME/TOTAL CYCLES IN SERVICE
- CURRENT SATUS OF LIFE LIMITED PARTS
- Current status of applicable AD notes.
- ----------
* INFORMATION OMITTED PURSUANT TO CONFIDENTIAL TREATMENT REQUEST.
Page 32 of 68
58
ATTACHMENT A 2
- HYDRAULIC LANDING GEAR ATTACHED PARTS: PRICES AND SCOPE OF
SERVICES/SERVICES TO BE PERFORMED -
GENERAL
TEST AND RE-CERTIFICATION OF HYDRAULIC COMPONENTS IS INCLUDED IN THE WORKSCOPE
OF THE LDG OVERHAUL.
1.FOR THE LDG OVERHAUL LHT IS CONTRACTING PARTY, HPA IS SUPPORTING PARTY
1.1 The LDG will be Overhauled in London
LDG-related hydraulic Components will be removed by HPA in London and
delivered to LHT in HAM (DDP).
LHT will test and re-certify the Components and HPA will collect them
(EXW) according to the prices and TAT stipulated in Attachment "A2.1".
If a unit is unserviceable after the test, LHT will Repair the unit at
LHT's expense and provide either the Repaired Component or an Exchange
Component. Closed loop Repair is preferred. However, it is LHT's sole
responsibility to choose between closed loop Repair or providing of an
Exchange Component. Neither the Repair nor an Exchange fee will be
charged to HPA.
1.2 The LDG will be Overhauled in Sun Valley
HPA Sun Valley will test and re-certify the Components on HPA's expense.
If a unit is unserviceable after the test, HPA Sun Valley will Repair
the unit at LHT's expense and provide either the Repaired Component or
an Exchange Part. Closed loop Repair is preferred. However, it is HPA's
sole responsibility to choose between closed loop Repair or providing of
an Exchange Component. The Exchange shall be free of charge. HPA will
only charge The Repair or Overhaul Services according to prices and TAT
stipulated in Attachment "A2.3".
2. FOR THE LDG OVERHAUL HPA IS CONTRACTING PARTY, LHT IS SUPPORTING PARTY
LHT Hamburg will test and re-certify the Components on LHT's expense.
Page 33 of 68
59
If a unit is unserviceable after the test, LHT Hamburg will Repair the
unit at HPA's expense and provide either the Repaired Component or an
Exchange Part. Closed loop Repair is preferred. However, it is LHT's
sole responsibility to choose between closed loop Repair or providing of
an Exchange Component. The Exchange shall be free of charge. LHT will
only charge the Repair or Overhaul Services according to prices and TAT
stipulated in Attachment "A2.2".
Page 34 of 68
60
ATTACHMENT A 2.1
- TEST AND RE-CERTIFICATION -
P/N PRICE TAT SCOPE OF SERVICE
- --- ----- --- ----------------
4129RA9 fixed total * * Test and re-certification
65-44710-4 fixed total * * Test and re-certification
65-44771-4 fixed total * * Test and re-certification
65C26833-3 fixed total * * Test and re-certification
71577-4 fixed total * * Test and re-certification
71577-2 fixed total * * Test and re-certification
65B82591-1 fixed total * * Test and re-certification
65B01503-16 fixed total * * Test and re-certification
2670005M7 fixed total * * Test and re-certification
2670005M5 fixed total * * Test and re-certification
1U1171-5 fixed total * * Test and re-certification
65B01539-9 fixed total * * Test and re-certification
65B01540-19 fixed total * * Test and re-certification
65B01540-13 fixed total * * Test and re-certification
65B01504-15 fixed total * * Test and re-certification
65B82558-10 fixed total * * Test and re-certification
3870075-101 fixed total * * Test and re-certification
ATTACHMENT A 2.2
- OVERHAUL PERFORMED BY LHT TO BE CHARGED TO HPA -
- ----------
* INFORMATION OMITTED PURSUANT TO CONFIDENTIAL TREATMENT REQUEST.
Page 35 of 68
61
TAT OVERHAUL
P/N DESCRIPTION CALENDAR DAYS FIXED TOTAL PER 1 EA.
- ------------------ --------------------------- --------------------- -----------
1U1171-5 body gear steering actuator * *
2670005M5 nose gear steering valve * *
2670005M7 valve assy-nosewheel steering * *
4129RA9 steering contr. valve * *
65-44710-3 NLG steering actuator * *
65-44710-4 NLG steering actuator * *
65-44771-4 shimmy damper MLG * *
65B01503-16 steering nose gear * *
65B01504-15 body gear truck pos.act LH * *
65B01539-9 wing gear truck pos. Actuator * *
65B01540-13 LH downlock actuator WLG * *
65B01540-19 downlock act WLG LH * *
65B82558-10 downlock act BLG * *
65B82591-1 NG steering actuator * *
16U0100-11 load brake rod MLG * *
Terms:
- - Fixed overhaul price includes all labor and material up to $ 500 per
material Item.
- - Service bulletins and AD's are not included in the above-mentioned
prices.
- - Prices are quoted net and based on normal wear and tear, damage or
misuse is not included.
- - All prices are valid until December 31st, 2001.
- - Material handling charge for material not included: [*] % with a maximum
charge of USD [*].- per purchased Item.
- ----------
* INFORMATION OMITTED PURSUANT TO CONFIDENTIAL TREATMENT REQUEST.
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ATTACHMENT A 2.3
-- OVERHAUL PERFORMED BY HPA TO BE CHARGED TO LHT --
TAT OVERHAUL
P/N DESCRIPTION CALENDAR DAYS FIXED TOTAL PER 1 EA.
- ------------------ --------------------------- --------------------- -----------
1U1171-5 body gear steering actuator * *
2670005M5 nose gear steering valve * *
2670005M7 valve assy-nosewheel steering * *
4129RA9 steering contr. valve * *
65-44710-3 NLG steering actuator * *
65-44710-4 NLG steering actuator * *
65-44711-4 shimmy damper MLG * *
65B01503-16 steering nose gear * *
65B01504-15 body gear truck pos.act LH * *
65B01539-9 wing gear truck pos. Actuator * *
65B01540-13 LH downlock actuator WLG * *
65B01540-19 downlock act WLG LH * *
65B82558-10 downlock act BLG * *
65B82591-1 NG steering actuator * *
Terms:
- - Fixed overhaul price includes all labor and standard replacement parts
(SRP).
- - Service bulletins and AD's are not included in the above-mentioned
prices.
- - Prices are quoted net and based on normal wear and tear, damage or
misuse is not included.
- - All prices are valid until December 31st, 2001.
- - Material handling charge for material not included: [*] % with a maximum
charge of USD [*],- per purchased Item
- ----------
* INFORMATION OMITTED PURSUANT TO CONFIDENTIAL TREATMENT REQUEST.
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ATTACHMENT A 3
- OTHER COMPONENTS: PRICES AND SCOPE OF SERVICES/SERVICES
TO BE PERFORMED -
Services performed for Components not removed during a LDG event shall be
handled as described in this Attachment.
LHT's prices for Components HPA will subcontract for Repair and Overhaul to LHT
are listed in Attachment "A 3.1".
HPA's prices for Components LHT will subcontract for Repair and Overhaul to HPA
are listed in Attachment "A 3.2".
ATTACHMENT A 3.1
- LHT PRICES FOR COMPONENTS HPA WILL SUBCONTRACT FOR REPAIR
AND OVERHAUL TO LHT -
open
Page 38 of 68
64
ATTACHMENT A 3.2
- HPA PRICES FOR COMPONENTS LHT WILL SUBCONTRACT FOR REPAIR
AND OVERHAUL TO HPA -
P/N DESCRIPTION TEST ONLY FIXED REPAIR PRICE ALL PARTS INCLUDED UNDER
- --------------- ------------------------------------------------------
3321480-xx Spoiler actuator *
3321500-xx Spoiler actuator *
3321520-xx Rudder PCA * *
3321530-xx Elevator PCA * *
3321480-xx Spoiler actuator * *
Terms:
- - Fixed repair price includes all labor and material up to listed each
prices.
- - Service bulletins and AD's are not included in the above-mentioned
prices.
- - Prices are based on normal wear and tear, damage or misuse is not
included.
- - Turn-around-time = 15 calendar days.
- - All prices are valid until December 31st, 2001.
- - Material handling charge for material not included: [*]% with a maximum
charge of USD [*],- per purchased Item.
- ----------
* INFORMATION OMITTED PURSUANT TO CONFIDENTIAL TREATMENT REQUEST.
Page 39 of 68
65
ATTACHMENT A 4
- OTHER COMPONENTS WHICH ARE NOT LISTED UNDER ATTACHMENT A 1 TO A 3 -
If a Component is not listed under the previous Attachments "A1", "A2", "A3" the
following procedure shall apply:
After performing the required Services the latter shall be charged on a fixed
labor plus material on consumption basis. For material consumption the following
handling charge shall be applicable:
Material Handling: [*]% with a maximum charge of USD [*],- per purchased Item.
- -----------------
* INFORMATION OMITTED PURSUANT TO CONFIDENTIAL TREATMENT REQUEST.
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66
ATTACHMENT B
- AGREED LABOR RATE FOR IN-HOUSE WARRANTY REPAIRS -
In-house Warranty rate: USD [*],--
Handling charges: see Attachment "A4"
- -----------------
* INFORMATION OMITTED PURSUANT TO CONFIDENTIAL TREATMENT REQUEST.
Page 41 of 68
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ATTACHMENT C 1
IN-HOUSE WARRANTY CLAIM LHT --
Page 42 of 68
68
LUFTHANSA TECHNIK-HAWKER PACIFIC AEROSPACE
COOPERATION AGREEMENT
APPENDIX 03: General Supporting Contract July 11th, 2001
- --------------------------------------------------------------------------------
<Table>
- ----------------------------------------------------------------------------------------------
[LUFTHANSA TECHNIK LOGO] Sheet 1 of 1
--------------------------
Telephon (040) 5070-2659 Claim Number
Fax: (040) 5070-3132 WARRANTY REPAIR CLAIM
Telex: 0212277 INVOICE
Sita: HAMMELH
Telegram Lufthansa Hamburg
- -----------------------------------------------------------------------------------------------
Lufthansa Technik AG Place of Issue Date
P.O. Box 63 03 00, D-22313 Hamburg
- -----------------------------------------------------------------------------------------------
Part Description
---------------------------------------------------------
Part Number A/C.Engine Type: A/C-No.
/ /
----------------------------------------------------------
Manufacturing Date:
Serial Number: AC Unit Delivery Date:
Spare Unit Delivery Date:
- ---------------------------------------------------------------- Referenced Order No.:
TSO/CYC THF/TFC Date of Removal Service Life Policy: %
- -----------------------------------------------------------------------------------------------
Reason for Removal/Findings
- -----------------------------------------------------------------------------------------------
Inspection Details and Action taken
- -----------------------------------------------------------------------------------------------
Parts Required to Rectify Defect
- -----------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------
SLP (%) MWST/VAT (%) MWST/VAT Value Total Parts
- -----------------------------------------------------------------------------------------------
Total Claim Value
Man Hours expended Hours at Total Man Hours exp. GBP
- -----------------------------------------------------------------------------------------------
Representative Please send credits notes to Lufthansa Lufthansa Technik AG
Technik Accounting Dept. I.A. I.A.
- -----------------------------------------------------------------------------------------------
Kont 514 EO-No. FSCM AWN-No. Kost. Anf. Abt.
- -----------------------------------------------------------------------------------------------
</Table>
Page 43 of 69
69
ATTACHMENT C 2
IN-HOUSE WARRANTY CLAIM HAWKER PACIFIC --
- ------------------------------------------------------------------------------------------------------------------
[HAWKER PACIFIC LOGO] Sheet 1 of 1
----------------------
Claim Number
Warranty Repair Claim
UK Sun Valley Invoice
Telephone: +44 208 589 1941 Telephone: +1 818 765 1387
Fax: +44 208 589 1905 Fax: +1 818 765 8073 -------------------------- -----------------------
Hawker Pacific Aerospace, Ltd. Hawker Pacific Aerospace Place of Issue Date
Unit 3 Dawley Park, Kestrel Way 11240 Sherman Way
Hayes, Middlesex, UB3 1HP, UK Sun Valley, CA 91352 USA ----------------------------------------------------
- ------------------------------------------------------------- Part Description
------------------- ------------------------------
Part Number A/C, Engine Type, A/C-No.
------------------- ------------------------------
Serial Number Manufacturing Date:
A/C Unit Delivery Date:
------------------- Spare Unit Delivery Date:
Date of Removal Reference Order No.:
Service Life Policy:
- ------------------------------------------------------------------------------------------------------------------
Reason for Removal/Findings
- ------------------------------------------------------------------------------------------------------------------
Inspection Details and Action Taken
- ------------------------------------------------------------------------------------------------------------------
Parts Required to Rectify Defect
- ---------------------------- ------------------------ ----------- --------- -----------------------
SLP % MWST/VAT % MWST/VAT Value Total Parts
- ---------------------------- ------------------------ ----------- --------- -----------------------
Total Claim Value
Man Hours expended Hours at Total Man Hours expended GBP USD
- ---------------------------- ------------------------ ----------- --------- -----------------------
Representative Please send credit notes Hawker Pacific Aerospace
to HPA Customer Service i.A. i.A.
Department
- ---------------------------- ------------------------ ----------- --------- -----------------------
Kont 514 EO-No. FSCM AWN-No. Kost. Anf.Abt Anf.Abt
- ---------------------------- ------------------------ ----------- --------- -----------------------
Page 44 of 68
70
ATTACHMENT D
-TAT REPORT ACCORDING TO SECTION 10 -
EXAMPLE FOR CONTRACTING PARTY = HPA / SUPPORTING PARTY = LHT
Status Report for [LUFTHANSA TECHNIK LOGO]
Hawker Pacific Aerospace
R/O LHT Ref P/N S/N Description Received Planned Returned AWB Status Remarks
- --- ------- --- --- ----------- -------- ------- -------- --- ------ -------
Page 45 of 68
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ATTACHMENT E
LIST OF APPROVED SUBCONTRACTORS --
Attachment E1: LHT list
Attachment E2: HPA Sun Valley list (including the AMS subcontractors)
Attachment E3: HPA LHR list
Page 46 of 68
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ATTACHMENT E1
LIST OF APPROVED SUBCONTRACTORS OF LHT --
COMPANY STREET COUNTRY, ZIP CODE, CITY
----------------- ---------------------------------- -----------------------------------
AAR LANDING GEAR CENTER 9371 NW 100th STREET US 33178 MEDLEY
AEM LTD. STANSTED AIRPORT GB CM24 1RB STANSTED
AERO-COATING GMBH LUKASWIESE, GEWERBEGEBIET REDENTIN DE 23970 WISMAR
AIR CANADA Center 740 COTE VERTU WEST CA H4Y 1C2 DORVAL, QUEBEC
AIR FRANCE INDUSTRIES Chemin Carosse FR 31077 Toulouse Cedex
AIRBUS IND.MAT.SUP.CENTRE WEG BEIM JAEGER 150 DE 22335 HAMBURG
ALITALIA Piazza A. da Schio IT 00050 ROMA
AMECO CAPITOL AIRPORT P.R. CHINA CN 100621 PEKING
AMERICAN AIRLINES 3800 NORTH MINGO ROAD US 74158-2809 TULSA, OKLAHOMA
BAE SYSTEMS LIMITED NEW FILTON HOUSE 07R GB BS99 7AR FILTON/BRISTOL
BEAVER AEROSPACE & DEFENSE INC 1970 BIG BEAVER ROAD US 48150 LIVONIA, MI
BEDEK Ben Gurion International Airport IL 70100 Tel Aviv
BF GOODRICH Cherrywood, Chineham Business Park GB RG 248 WF CHINEHAM, BASINGSTROKE
BFGOODRICH AEROSPACE 7801 N.W. 67TH STREET US 33166 MIAMI
BODENSEEWERK GERAETETECHNIK ALTE NUSSDORFER STR. 13 DE 88641 UEBERLINGEN
BOEING COMMERCIAL AIRPLANE CO. 2201 S.142ND ST,BLDG 22-01/W10 US 98168 SEA-TAC, WA
BRAATHENS SAFE TECHNICAL DIVISION NO 4055 STAVANGER AIRP. NORWEGEN
CSA CZESKE AEROLINE, A.S. AIRPORT RUZYNE CZ 16008 PRAGUE 6
EADS AIRBUS GMBH KREETSLAG 10 DE 21129 HAMBURG
EADS AIRBUS GMBH FLUGHAFENSTR. 5 DE 27809 LEMWERDER
EADS AIRBUS S.A. 316, ROUTE DE BAYONNE FR 31060 TOULOUSE CEDEX 03
COMPANY STREET COUNTRY, ZIP CODE, CITY
----------------- ---------------------------------- -----------------------------------
EATON VICKERS AEROSPACE 3675 PATTERSON S.E. US 49588-0872 GRAND RAPIDS
ELBE FLUGZEUGWERKE GMBH (EFW) GRENZSTR. 1 DE 01109 DRESDEN
FEINMECHANISCHE WERKE MAINZ INDUSTRIESTR. 56-58 DE 55120 MAINZ
HAWKER PACIFIC AEROSPACE Bennebroekerweg 265 NL 1435 CJ Rijsenhout
HAWKER PACIFIC AEROSPACE 11240 SHERMAN WAY US 91352 SUN VALLEY
HAWKER PACIFIC AEROSPACE LTD. Kestrel Way GB UB3 1HP HAYES, MIDDX
IBERIA AEROPORTO DE BARAJAS ES 28042 M A D R I D
KLM ENGINEERING & MAINTENANCE HERMAN VEENENDAALWEG NL 1117 ZL SCHIPHOL EAST
LIEBHERR-AEROSPACE PFAENDERSTR. 50-52 DE 88161 LINDENBERG
Page 47 of 68
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LINDENBERG
MENASCO AEROSPACE 1400 S.Service Rd.West CA L6L 5Y7 Oakville
MESSIER - BUGATTI ZONE AERONAUTIQUE LOUIS BREG. FR 78141 VELIZY-VILLACOUBLAY CEDEX
MESSIER DOWTY AEROSPACE WOBASTON ROAD GB WV9 5EW WOLVERHAMPTON
MESSIER DOWTY AEROSPACE 2720 WQ WASHINGTON AVENUE US 98903 YAKIMA
MESSIER DOWTY AEROSPACE LTD CHELTENHAM ROAD GB GL2 9QH GLOUCESTER
MESSIER SERVICES CHELTENHAM ROAD GB GL2 9QH GLOUCESTER
MESSIER SERVICES AMERICA INC. 45360 Severn Way US 20167 Sterling
MESSIER-BUGATTI 3 rue Antoine de Saint-Exupery FR 67123 MOLSHEIM - FRANCE
MESSIER-DOWTY, Inc. 574 MONARCH AVENUE CA L1S 2G8 AJAX, ONTARIO
MOOG AIRCRAFT GROUP JAMISON ROAD US 14052 EAST AURORA
OGMA PT 2615 Alverca
PRAXAIR SURFACE TECHNOLOGIES G ROBERT-ZAPP-STR. 7 DE 40880 RATINGEN
SAA-TECHNICAL JNB International Airport ZA 1627 JOHANNESBURG
COMPANY STREET COUNTRY, ZIP CODE, CITY
----------------- ---------------------------------- -----------------------------------
SABENA TECHNICS S.A./N.V. Airport Building 117 BE 1820 MELSBROEK
SAS COMPONENT TRANSPORTSTATION 711 SE 18587 STOCKHOLM
SAS COMPONENT AMAGER STRANDVEJ 392 DK 2770 KASTRUP
SASCO 11 Changi North Cresent SG 499611 Singapore
SERMETEL WEILENBURGSTR. 49 DE 42579 HEILIGENHAUS
SOGERMA-SOCEA AEROPORT DE BORDEAUX-MERIGNAC FR 33701 MERIGNAC-CEDEX
THOMSON SAGINAW 628 N HAMILTON ST US 48602 SAGINAW, MI
TRW AERONAUTICAL SYSTEMS THE RADLEYS, MARSTON GREEN GB B33 OHZ BIRMINGHAM
UNITED AIRLINES, INC SFO INT'L AP/BUILD 84/WC541 US 94128 SAN FRANCISCO
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ATTACHMENT E2
-- LIST OF APPROVED SUBCONTRACTORS OF HPA SUN VALLEY (INCL. AMS) --
COMPANY LOCATION SERVICES
- ------------------------------ -------------------- ------------------------------
AEROTRON AIRPOWER UNITS LA GRANGE GA CHINA BROKERAGE UNITS
AIRCRAFT COMPONENT REPAIR VALENCIA CA CSD LINERS
AIRCRAFT TOOLING DALLAS TX FLAME SPRAY
ALAMEDA AEROSPACE UNITS ALAMEDA CA CHINA BROKERAGE UNITS
ARKWIN INDUSTRIES WESTBURY NY CHINA UNITS
BFG AEROSPACE UNITS EVERETTE WA CHINA BROKERAGE UNITS
B & G DETECTION - BURBANK CA NDT SERVICES
BODY COAT/LINDBURG PARAMOUNT CA HEAT TREATING.
BURBANK STEEL TREATING BURBANK CA HEAT TREATING
CALTRON BURBANK CA ELOX
CAL-DORAN LOS ANGELES, CA HEAT TREATING
CANYON WELDING CANYON COUNTRY, CA WELDING
CURTIS WRIGHT UNITS MIAMI CHINA BROKERAGE UNITS
CONSOLIDATED AIRCRAFT SUPPLY UNITS RONKONKOMA NY CHINA BROKERAGE UNITS
DENMAC INDUSTRIES PARAMOUNT CA RILSAN COATING
DORLEE GEAR SANTA ANA CA BROACHING
DRILUBE GLENDALE, CA PHOSPHATE
DUNLOP AVIATION COVENTRY UK VARIOUS UNITS
EMBEE PLATING MACHINING SANTA ANA CA VARIOUS PLATING AND MACHINING
ENDEVCO UNITS SAN JUAN CAPISTRANO CHINA BROKERAGE UNITS
EXCELLO PLATING PLATING LOS ANGELES,CA BRIGHT CAD AND OTHER PLATING
FORTNER ACCY SERVICES GLENDALE, CA VARIOUS UNITS
GEC AEROSPACE WHIPPANY NY BRAKE FAN MOTORS
HANAMOTO MFG VAN NUYS CA. VARIOUS MACHINING
HELICOPTER ACCY SERVICES UNITS SUN VALLEY CA HOLLAND HELICOPTER UNITS
COMPANY LOCATION SERVICES
- ------------------------------ -------------------- ------------------------------
HINDERLITER HEAT TREAT TARZANA,CA. HEAT TREATING
HIXSON METAL FINISHING,
Page 49 of 68
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VARIOUS
PLATING
K & L ANODIZING BURBANK CA ANODIZING
L A XRAY AND OTHER SUN VALLEY CA, XRAY, ULTRASONICS AND OTHER
NDT SERVICES
L &M BLACK OXIDE BURBANK, CA BLACK OXIDE PLATING
LUFTHANSA TECH UNITS DFW AIRPORT CHINA BROKERAGE UNITS
MESSIER SERVICES UNITS VIRGINIA, MOLSHEIM, VELIZY AIRBUS GEARS AND HYD UNITS.
MP TOOL AND CUTTER SUN VALLEY CA VARIOUS MACHINING
MOOG CONTROLS GLOUCESTERSHIRE UK AIRBUS UNITS
NYLOK ANAHEIM CA NYLOK INSERTS
PACIFIC HYD SYS SANTA MARIA, CA VARIOUS HYD UNITS
PARKER HANNIFIN UNITS IRVINE CA CHINA BROKERAGE UNITS
PEEN-RITE SUN VALLEY CA SHOT PEEN
PRECISION ELECTRONICS ATLANTA GA BRAKE FAN MOTORS
SARGENT CONTROLS MIAMI AND TUSCON HYD UNITS
SUPERIOR THREAD ROLLING ARLETA CA THREAD ROLLING
THERMAL TECHNOLOGIES SUN VALLEY CA HEAT TREATING
TITAN SPRING N HOLLYWOOD, CA SPRING TESTING
WELLS MFG SUN VALLEY CA WHEEL REPAIRS
Page 50 of 68
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ATTACHMENT E3
-- LIST OF APPROVED SUBCONTRACTORS OF HPA LONDON --
COUNTY POST/ZIP
COMPANY ADDRESS ADDRESS CITY STATE CODE
- ------- ------- ------- ---- ------ --------
Advanced Air
Palm Beach 6461 Garden Road Suite 102 Riviera Beach Florida 33404
AEM Limited 6-8 Wilton Road Haine Industrial Estate Ramsgate Kent CT12 5HE
Air Canada Air Canada Centre Receiving BLDG 7 Gate 2 740 Cote Vertu Dorval, Quebec Not Known
West
Aero Decals 1914 Canova Street SE Palm Bay Florida 32909
Aeroservices Inc PO Box 520782 Miami Florida 33152
Air 2000 Limited Commonwealth House Manchester Airport Manchester M90 3DP
Air Carrier
Service (UK) Rufus Leo The Street Stisted Essex CM7 8AW
AirLiance
Materials LLC PO Box 661008 Chicago Illinois 60666-1008
Air-Pro Inc 1520 East 33rd Street Long Beach California 90807
Alatec Products 21123 Nordhoff Street Chatsworth California 91311
Alliedsignal
Hardware Products
Group St Margarets Business Centre Grafton Place Burley's Way Leicester LE1 3BE
Alliedsignal
Aerosystems BAAE, Ely Meadow Talbot Green Pontyclun Wales CF72 8XL
Anillo Industries
Inc 2090 North Glassell Street Orange California 92865
Ametek /
Gulton-Statham 1644 Whittier Avenue Costa Mesa California 92627
ASC Industries 1227 Corporate Drive West Arlington Texas 76006
Page 51 of 68
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COUNTY POST/ZIP
COMPANY ADDRESS ADDRESS CITY STATE CODE
- ------- ------- ------- ---- ------ --------
Avalon Aviation LLC 328 E 61st Street New York State 10021
Avialec International
Limited Avialec House Petersfield Business Park Petersfield Hampshire GU32 3LJ
Aviation Sales Company 6905 NW 25th Street Miami Florida 33122
Aviation Spares
and Services 8920 152nd Avenue North East Redmond Washington WA 98052
Avenger LLC 231 Commack Road PMB 1017 Commack NY 11725
Beck Aviation 206W Julie Drive Suite 2 Tempe Arizona 85283
BF Goodrich -
Component Services Unit 1 and 2, Cherrywood Chineham Business Park Basingstoke Hants RG24 0WF
BF Goodrich Aerospace Hengelder 22 6902 PA Zevenaar Netherlands Not Known
BF Goodrich Aerospace 3201 Northwest 1-67 Street Opa-Locka Florida 33056
BLH Electronics Inc 75 Shawmut Road Canton MA 2021
Cabletec Sunnyside Road Weston-super-mare Bristol BS23 3PZ
Cannon Fire Protection Wickford Point Bepton Midhurst West Sussex GU29 9RB
Cardinal Aerospace Inc 4585 South 134th Place Seattle Washington 98168
Cerro Manganese
Bronze Limited PO Box 22 Hadleigh Road Ipswich Suffolk IP2 0EG
The Compressed Air Centre 104 Roebuck Road Chessington Surrey KT9 1JX
DAX International Limited Unit E4 Offices 5 and 6 Green Lane Business Park Green Lane Tewkesbury
Denison Mayes Group Suite B Loddon Vale House Hurricane Way Woodley Reading RG5 4UL
Drake and Scull
Airport services Skyport Drive Off Hatch Lane West Drayton Middlesex UB7 0LJ
ERIKS Aerospace 3002 N. Commerce Parkway Fort Lauderdale Florida 33025
European Aviation Limited European Hall Bromyard Road Ledbury Herefordshire HR8 1LG
COUNTY POST/ZIP
COMPANY ADDRESS ADDRESS CITY STATE CODE
- ------- ------- ------- ---- ------ --------
Expert Heat Treatment
Limited Garth Road Lower Morden Surrey SM4 4LT
Farnborough Airmotive Unit 3 Albury Hall Albury Guildford Surrey GU5 9AD
Federal Mogul
Bentley Harris 241 Welsh Pool Road Exton PA 19341
FLS Aerospace Limited Unit A Eastways Industrial Estate Witham Essex CM8 3YQ
FLS Aerospace Limited Long Border Road Stansted Airport Stansted Essex CM24 1RE
Page 52 of 68
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COUNTY POST/ZIP
COMPANY ADDRESS ADDRESS CITY STATE CODE
- ------- ------- ------- ---- ------ --------
Greene Tweed and
Co Limited Finch Close Nottingham NG7 2NN
H and B Aircraft Parts 24887 San Fernando Road Santa Clarita California 91321
H T Consultants 35 Southlands Close Ash Aldershot Hants GU12 6NH
Hanley Smith Limited 7 South Road Templefields Harlow Essex CM20 2AP
Hawker Pacific
Aerospace Inc 11310 Sherman Way Sun Valley California 91352
Hawker Pacific
Aerospace Bennebroekerweg 265 1435 CJ Rijsenhout Netherlands Not Known
IBCs 46 Catley Road Darnall Sheffield Yorkshire S95 JF
Import Export
Air Services Z I Pahin Concerto 7 Rue Colbert Tournefeuille France 31170
Index Direct Unit 3 Sandleheath Ind Est Fordingbridge Hampshire SP6 1PA
Initial Contract
Services Limited West Ealing Business Centre Alexandra Road Ealing London W13 0YB
KAHR Bearing 3010 San Fernando Boulevard Burbank California 91504
Kamatics Corp 1330 Blue Hills Avenue Bloomfield Connecticut 06002
KLM Engineering
and Maintenance PO Box 7700 1117 ZL Schiphol Airport Netherlands
Light Aeros Spares East Badworthy Beaworthy Devon EX21 5RQ
COUNTY POST/ZIP
COMPANY ADDRESS ADDRESS CITY STATE CODE
- ------- ------- ------- ---- ------ --------
Linear Instrument
Service Co 6A St Francis Way Shefford Bedfordshire SG17 5DZ
Lufthansa Technik
AG(Dept HAM WG 14) Weg Beim Jager 193 Po Box 630300 Hamburg Germany D-22335
Lufthansa Technik
AG(Dept HAM WG 5) Weg Beim Jager 193 Po Box 630300 Hamburg Germany D-22335
Marstat Limited Unit 7 Moreton Ind Est London Road Swanley Kent BR8 8DE
Masten Wright
Incorporated PO Box 1896 New Haven CT 6508
Messier Services
America Inc 45360 Severn Way Sterling Virginia 20166-8914
MHD International 1830 Marie Victorin St Bruno Quebec Canada J3V 6B9
Aviation Parts Inc
Midland Metrology
Limited Unit 63 Little Heath Ind Est Old Church Road Coventry CV6 7ND
Monteva Aviation
Group Caslrole Administration Office Coat St Lucia Quebec Canada H4W 2T8
Nav-Tech Aviation 17000 BLVD Charles Suite 200 St Janvier Quebec Canada
NDI Services Unit 26 Bassett Down Workshops Bassett Down Swindon Wiltshire SN4 9QP
Newark Electronics
Corporation 4801 North Ravenswood Avenue Chicago 60640
Omega Air Supply Suite H 5340 Commerce Circle Indianapolis 46237
Page 53 of 68
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Pattonair International
Limited Kingswey Business Park Forsyth Road Sheerwater Woking GU21 5SA
Peerless Aerospace
Fasteners 141 Executive Boulevard Farmingdale New York State 11735
A.E. Petche Co Inc - UK Headley Road East Unit 1 Woodley Reading RG5 4DY
A.E. Petche Co Inc 2112 West Division Street Arlington Texas 76012
Plant Safety Limited 177 Long Lane Southwark London SE1 4PN
COUNTY POST/ZIP
COMPANY ADDRESS ADDRESS CITY STATE CODE
- ------- ------- ------- ---- ------ --------
Praxair Surface
Technologies Inc 1545 East Edinger Santa Ana California 92705-4904
Rapid Rivet and 121 Toledo Street Farmingdale New York State 11735
Fastener Corporation
Satair A/S Amager Landevei 147A DK 2770 Kastrup Denmark Not Known
Schreiner Components BV Hengelder 22 6902 PA Zevenaar Holland Not Known
Semmco Engineering
Services 16 Wintonlea Ind Est Monument Way West Woking Surrey GU21 5EN
Soundair Inc 15510 Wood-Red Road Woodinville Washington 98072
Sunshine Metals 40-42nd Street New Haven Auburn Washington 98001
TEAM FLS Aerospace
Limited TEAM Centre MD106 Dublin Airport Dublin Not Known
Time Aviation Service 9255 San Fernando Road California 91352
TPS Aviation 803 Avenue H East Suite 501 Arlington Texas 76011
Trans World Airlines 9200 North West 112 Street Kansas City Mo 64153
Trinity Aerospace 16-18 Bilton Road Kingsland Industrial Park Basingstoke Hants RG24 8LJ
Engineering Limited
Vital Signs Unit 7 Bonds Mill Estate Stonehouse Gloucester GL10 3RF
Walton Plating Limited Sir Richards Bridge 118 Ashley Road Walton upon Thames Surrey KT12 1HN
Wencor West 1625 North Mountain Springs Springville PO Box 514 Utah 84663-0514
Parkway Springville
Wesco Millfields House Huddersfield Road Thongsbridge Huddersfield HD7 1PR
Westward Digital Ltd 37 Windsor Street Cheltenham Gloucester GL52 2DG
WS Wilson 24 Harbor Park Drive Port Washington NY 11050
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80
ATTACHMENT F
Order Form
This is an Order under the General Supporting Contract between Lufthansa Technik
AG and Hawker Pacific Aerospace dated July 11th, 2001. Capitalized terms shall
have the definitions attributed to them in the General Supporting Contract.
Customer: __________________
Contracting Party: __________________
Supporting Party : __________________
The Supporting Party will perform the Services as set out below:
1. Scope of Services (Section 4 General Supporting Contract)
[ ] Standard Service described in Att. "A" _____________
[ ] Other Service (specify separately)
2. The following parts may/may not be used (Section 5 General Supporting
Contract):
Used life limited Parts [ ] no [ ] yes Restrictions: ______________
PMA-Parts [ ] no [ ] yes Restrictions: ______________
Parts subjected to extreme heat/stress
[ ] no [ ] yes Restrictions: ______________
Parts from military or government stock
Page 55 of 68
81
[ ] no [ ] yes Restrictions: ______________
3. Deviation from authority requirements stated in Section 5 (FAR/JAR-145):
_________________________________________________________________
4. Performance of non-mandatory (recommended or optional) Modifications?
(Section 8 General Supporting Contract)
[ ] all Modifications
[ ] no non-mandatory Modifications
[ ] only the following:
______________________________________________
5. Scrap Handling (Section 9 General Supporting Contract)
[ ] Notification in writing of any scrap material with a value
above USD
___________
[ ] Scrap should not be sent back.
[ ] Scrap to be sent back to:
_________________________________________
6. Delivery Location/Redelivery Location (Section 10 General Supporting
Contract)
Contracting Party delivers to (Delivery Location) [ ] LAX [ ] LON [ ] AMS
[ ] FRA [ ] HAM [ ] ___
Contracting Party collects from (Redelivery Location)[ ] LAX [ ] LON [ ] AMS
[ ] FRA [ ] HAM [ ] ___
Page 56 of 68
82
Deviations:____________________________________________________________
7. Turnaround Time (TAT) (Section 11 General Supporting Contract)
[ ] Standard TAT listed in Att. "A"______________
[ ] Other TAT: ______________days
[ ] No TAT, but Redelivery shall occur on or before ____/___/_____(Date)
8. Weekly status report in accordance with Section 11 required? [ ] yes [ ] no
If yes, addressee for status reports: _______________________________
_______________________________
_______________________________
e-mail:_________________________
Fax:_____________Tel:___________
9. Price (Section 13 General Supporting Contract)
[ ] as in Att. "A" ______________
[ ] Other: ______________________________________________________
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83
10. Price Adjustment (Section 14 General Supporting Contract)
_________________________________________________________________
11. Invoice Address: (Section 15 General Supporting Contract)
_______________________________
_______________________________
_______________________________
_______________________________
Fax: _____________ Tel:___________
12. Invoices will be paid to the Supporting Party's following bank account:
_________________________________________________________________
13. Additional information for specific customer invoices (Section 8.2
Cooperation Agreement):
The Supporting Party shall provide the following additional information to the
Contracting Party to enable the latter to meet specific customer needs
concerning the customer invoice:
_________________________________________________________________
_________________________________________________________________
_________________________________________________________________
14. Warranty: (Section 17 General Supporting Contract)
[ ] Standard as described in Art 17 General Supporting Contract
Page 58 of 68
84
[ ] Other: ______________________________________________________
15. Address(es) for day to day communication (not notices): (Section 21 General
Supporting Contract)
_______________________________
_______________________________
_______________________________
_______________________________
e-mail__________________________
Fax:_____________Tel:____________
_______________________________
_______________________________
_______________________________
_______________________________
e-mail__________________________
Fax:_____________Tel:____________
Page 59 of 68
85
16. Deviations from the General Supporting Contract.
[Note: Deviation listed hereunder are valid only if they refer to the provision
in the General Supporting Contract they deviate from]
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
_____________________________________________ (continue on separate sheet)
17. Further provisions:
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
_____________________________________________ (continue on separate sheet)
Signatures:
For the Contracting Party For the Supporting Party
Place, Date: _______________ Place, Date: _______________
____________________________ _____________________________
____________________________ _____________________________
(Lufthansa Technik must sign with two signatures)
Page 60 of 68
86
ATTACHMENT G
- Shipping Addresses -
HAWKER PACIFIC AEROSPACE:
Sun Valley Hawker Pacific Aerospace
11240 Sherman Way
Sun Valley, CA 91352-4942
USA
London Hawker Pacific Aerospace Ltd.
Unit 3 Dawley Park
Kestrel Way
Hayes
Middlesex UB3 1HP
UK
Amsterdam Hawker Pacific Aerospace
Bennebroekerweg 265
1435 CJ Rijsenhout
The Netherlands
LUFTHANSA TECHNIK AG:
Hamburg Lufthansa Technik Logistik GmbH
Goods Receiving
Page 61 of 68
87
HAM UH / BR1
Weg beim Jager 193
D-22335 Hamburg
Germany
Frankfurt Lufthansa Technik Logistik GmbH
Goods Receiving
FRA UH/BL1
Airport
D-60546 Frankfurt a.M.
Germany
Page 62 of 68
88
ATTACHMENT H
- Exchange Order Form -
Supplied by: Exchanged by:
[ ] [ ] Lufthansa Technik AG
Postfach 63 03 00, D-22313 Hamburg, Germany
[ ] [ ] Hawker Pacific Aerospace
11240 Sherman Way, Sun Valley, CA 91352-4942, USA
[ ] [ ] Hawker Pacific Aerospace
Unit 3 Dawley Park, Kestrel Way, Hayes, Middlesex UB3 1HP, UK
[ ] [ ] Hawker Pacific Aerospace
Bennebroekerweg 265, 1435 CJ Rijsenhout, The Netherlands
No.
Date of exchange
MAT. CODE : DESCRIPTION : STATION :
PART-NUMBER : QTY : A/C TYP :
SERIAL-NUMBER : TOTAL DM PRICE : A/C REG. :
REMARKS :
Ladies and gentlemen,
Upon request, the material specified above has been lent to your Company with
Shipping Order No. _________________________ under the agreed conditions:
1. Indemnify and hold harmless the Supplying Party from any liability for damage
including consequential damage in case of death or injury of persons or property
damage arising out of, resulting from, or in any way connected with the Exchange
of spares under this Agreement.
2. Indemnify and hold harmless the Supplying Party, its officers, directors or
employees from or against all proceedings, claims, demands, suits and
liabilities arising out of, resulting from, or in any way connected with the
Exchange of Component(s) under this Agreement.
3. Pay a predetermined exchange fee plus administration charge of USD 130,- per
each Component(s) and serial no.
Page 63 of 68
89
4. Pay the repair cost for the Component(s) Exchanged according to the invoice
issued by the Supplying Party after completion of the repair.
5. If the Component(s) received from the Exchanging Party should not be
repairable, the Component(s) shall be returned to the Exchanging Party in its
unserviceable condition and the Exchange 1 : 1 can be converted into a sale or
loan.
In case of sale the Exchanging Party shall be charged with the manufacturer's
list price or another agreed upon price plus an administration fee of USD 250,-.
In case of loan the loan conditions specified in Attachment I shall be
applicable.
6. In case the Part for Exchange is sent to the Exchanging Party all cost as
packing, customs duties, taxes, forwarding, if any, shall be borne by the
Exchanging Party.
7. Kindly acknowledge and confirm your acceptance of the conditions of this
exchange 1 : 1 by returning this copy duly signed on behalf of your Company.
Page 64 of 68
90
SIGNATURES:
Lufthansa Technik AG Hawker Pacific Aerospace
Place, Date: ___________________ Place, Date: _________________
___________________ _________________
Page 65 of 68
91
ATTACHMENT I
-- Loan Order Form --
Lender: Borrower:
[ ] [ ] Lufthansa Technik AG
Postfach 63 03 00, D-22313 Hamburg, Germany
[ ] [ ] Hawker Pacific Aerospace
11240 Sherman Way, Sun Valley, CA 91352-4942, USA
[ ] [ ] Hawker Pacific Aerospace
Unit 3 Dawley Park, Kestrel Way, Hayes, Middlesex UB3 1HP, UK
[ ] [ ] Hawker Pacific Aerospace
Bennebroekerweg 265, 1435 CJ Rijsenhout, The Netherlands
No.
Date of loan
Date of expiry
Mat. Code : Description : Station :
Part-Number : QTY : A/C Typ :
Serial-Number : Total DM Price : A/C Reg. :
Remarks :
Ladies and gentlemen,
Upon request, the material specified above has been lent to your Company with
Shipping Order No. _________________________ under the agreed conditions:
1. Return material at your earliest convenience, however, not later than
_______________________ or earlier, if requested to:
[ ] Lufthansa Technik AG, Hamburg-Flughafen,
Material Supply, Attn.: Loan Control, HAM UH/BM2
[ ] Hawker Pacific Aerospace
11240 Sherman Way, Sun Valley, CA 91352-4942, USA
[ ] Hawker Pacific Aerospace
Unit 3 Dawley Park, Kestrel Way, Hayes, Middlesex UB3 1HP, UK
Page 66 of 68
92
[ ] Hawker Pacific Aerospace
Bennebroekerweg 265, 1435 CJ Rijsenhout, The Netherlands
The shipping documents must show the above loan agreement no. and for
all repairable Components the number of operating hours and landings,
whilst the Part was installed into your company's aircraft.
2. Handle the material in good airline manner under the provisions of the
appropriate technical manuals.
3. Indemnify and hold harmless the Lender from any liability for damage
including consequential damage in case of death or injury of persons or
property damages arising out of, resulting from, or in any way connected
with the loan of spares under this Agreement.
4. Indemnify and hold harmless the Lender, its officers, directors or
employees from and against all proceedings, claims, demands, suits and
liabilities arising out of or resulting from, or in any way connected with
the loan of spares under this Agreement.
5. Cover all charges arising from damages or undue wear of loan material up
to the above listed Component value.
6. Accept inspection and eventual overhaul costs involved in the routine
maintenance of the material returned as well as payment of forwarding and
packing charges, customs duties and taxes, if any.
7. Pay a rental of 1.0% from the latest manufacturer's list price per day of
loan. Administration charge = USD 130,- per each and serial no.
8. The loan period will be from the day the Part is loaned up to and
including the day the Part is received to the above listed address.
9. If loaned material is not returned within the loan period agreed upon nor
an extension has been granted, the Lender can on his sole discretion
convert the loan either into a sale or into an Exchange 1:1. In case the
loan shall be converted into a sale the Borrower will be charged with the
latest manufacturer's list price plus an administration fee of USD 250,-.
The loan fee already chargeable to the Borrower at the date of conversion
will be added. In case the loan shall be converted into an Exchange 1:1
the Exchange conditions specified in Attachment H shall be applicable.
10. The Borrower hereby accepts and acknowledges that no repair shall be
performed on the loaned item except in cases wherein the Lender has
allowed such repair in a form of a written authorization. Cost shall be
borne by Borrower unless otherwise agreed, the regulations of Section 3
and 4 shall apply accordingly.
Page 67 of 68
93
11. Kindly acknowledge and confirm your acceptance of the conditions of this
loan agreement by returning this copy duly signed.
SIGNATURES:
Lufthansa Technik AG Hawker Pacific Aerospace
Place, Date: ___________________ Place, Date: _________________
___________________ _________________
Page 68 of 68
94
LUFTHANSA TECHNIK - HAWKER PACIFIC AEROSPACE
COOPERATION AGREEMENT
APPENDIX 04: General Services July 11th, 2001
- --------------------------------------------------------------------------------
APPENDIX 04
- GENERAL SERVICES -
1. SCOPE OF SERVICE
General services performed under this Cooperation, such as but not limited
to consulting, training or personnel assignment have to be specified
separately.
2. PRICES
The following rates shall apply wherever the performance will be provided
(locally or in the back office).
<Table>
<Caption>
Consulting Training Personnel
- --------------------------------------------------------------------------------
Junior Senior Engineer Foreman Assignment
- --------------------------------------------------------------------------------
daily rate $950 $1,400 $950 $800 $700
- --------------------------------------------------------------------------------
overtime rate per hour $148 $ 219 $148 $125 $109
- --------------------------------------------------------------------------------
overtime rate per hour
on Sun- and holidays $178 $ 263 $178 $150 $131
- --------------------------------------------------------------------------------
</Table>
These Prices are based on year 2001 and will be updated on a yearly basis.
The following items will be charged separately.
- Overtime (above 8 hours per day) and work at weekends
- Additional services provided by 3rd parties
- Travel expenses, accommodation, local transportation
3. PAYMENT CONDITIONS
If not otherwise agreed upon the performing Party shall invoice the fees
after the respective services have been delivered or at the end of each
quarter of a year (31.03.; 30.06.; 30.09.; 31.12) whatever comes first.
The receiving Party shall pay within 30 days thereafter. If the receiving
Party does not question the amounts invoiced within thirty (30) days of
receipt, this will be deemed acceptance of such amounts (including the
calculation and sums it was based on) as payment for the period of time
for which such payment was made and the receiving Party waives its right
to question such payments thereafter. If the receiving Party disputes any
amount of an invoice such amount nevertheless will remain due and the
receiving Party will pay the total amount of the invoice. The performing
Party and the receiving Party will negotiate in good faith to resolve the
disputed part of the invoice. If such dispute is resolved in favor of the
receiving Party, the performing Party will pay to the
- --------------------------------------------------------------------------------
Page 1 of 3
95
LUFTHANSA TECHNIK - HAWKER PACIFIC AEROSPACE
COOPERATION AGREEMENT
APPENDIX 04: General Services July 11th 2001
- -------------------------------------------------------------------------------
receiving Party promptly the amount determined by such negotiations plus
interest in the amount of LIBOR (London Inter Bank Offered rate) plus one
(1) percent.
The performing Party may invoice a daily Late Payment Charge of one (1)
percent per month on all payments due.
In case of non-payment by the receiving Party the performing Party has by
virtue of its Services rendered a set-off right, that may also be claimed
for Services rendered or material supplied previously. The performing Party
also has the right to immediately stop current Services until payments due
have been received.
Services between Lufthansa Technik AG and Hawker Pacific Aerospace, Inc.,
Sun Valley, California will be charged in USD. Services between Lufthansa
Technik AG and Hawker Pacific Aerospace Ltd., United Kingdom will be
charged in GBP.
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96
LUFTHANSA TECHNIK-HAWKER PACIFIC AEROSPACE
COOPERATION AGREEMENT
APPENDIX 04: General Services July 11th, 2001
- --------------------------------------------------------------------------------
IN WITNESS THEREOF the contracting parties hereto have caused this Agreement to
be executed in two originals as of the day and year written below.
LUFTHANSA TECHNIK AG HAWKER PACIFIC AEROSPACE
- ------------------------------------ -------------------------------------
Dr. Gerald Gallus David Lokken
Chief Executive Product and Services Chief Executive Officer and President
- ------------------------------------
Uwe Mukrasch
Senior Vice President of
Component Services
HAWKER PACIFIC AEROSPACE, LTD
-------------------------------------
David Lokken
Director
Date
---------------------------------
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