EXHIBIT 10.12
Agreement No. 999701000 September 9, 1997
Form AARSA-01
Rev. 16 (01-96)
Repair Services Agreement
This Repair Services Agreement is made effective as of the day of
September, 1997 between American Airlines, Inc., a Delaware corporation with
its principal place of business at 0000 Xxxx Xxxxxx Xxxx., Xxxx Xxxxx, Xxxxx
00000 (herein "AMERICAN" ) and Hawker Pacific Inc., a California Corporation,
with its principal place of business at 00000 Xxxxxxx Xxx, Xxx Xxxxxx,
Xxxxxxxxxx 00000 (herein "Supplier").
TERMS AND CONDITIONS
1. SERVICES. Subject to the terms and conditions of this Agreement, American
agrees to purchase and Supplier agrees to provide the repair and exchange
services (the "SERVICES") for the components, equipment and parts (the
"ARTICLES") described in the attached EXHIBIT A as American may request from
time to time. Supplier shall also perform additional services (the "ADDITIONAL
SERVICES") agreed upon by the parties from time to time as evidenced by the
execution of an Additional Services/Work Change Authorization, in form and scope
substantially similar to the attached EXHIBIT B. For ease of drafting, Services
and Additional Services are sometimes hereinafter referred to collectively as
Services. The intent of the parties is that the providing of services is
exclusive to Supplier subject to Supplier's performance under the contract and
subject to any decision American may subsequently make to perform Services in
house.
2. CHARGES. In consideration of Supplier's performance of the Services,
American shall pay or cause to be paid to Supplier the charges set forth in
EXHIBIT A and the amounts agreed upon in the Additional Services
Authorization Form for Additional Services. No sooner than five (5) days
prior to the scheduled exchange dock date, Supplier shall submit to American
an invoice for the performance of the Services to the address identified in
EXHIBIT A, or such other place as American may advise Supplier in writing.
For unscheduled events, Supplier shall submit the invoice at the time
Supplier re-fills the backorder in American's Inventory system. In addition,
Supplier may submit an additional invoice for missing parts and for parts
damaged by mishandling or incident, as caused by American, identified at
incoming inspection or during the overhaul process. Payment to Supplier shall
be made in U.S. Dollars to the address identified in EXHIBIT A, and shall be
paid within thirty (30) days following American's receipt of Supplier's
properly documented invoice. In the event that American in good faith
disputes any invoiced amount, within thirty (30) days following receipt of
the invoice, American will notify Supplier in writing of any disputed amount
and submit payment for all undisputed amounts in accordance with this
Section. The unpaid disputed amounts will be resolved by mutual negotiations
of the parties. No payment by American shall be deemed an acceptance of the
Services and American shall have the right to recover any amounts previously
paid in error. Supplier shall keep full and accurate records of all costs and
labor billed in connection with performance of the Services and shall make
such records available for audit by American until three (3) years after the
expiration or earlier termination of this Agreement. Supplier shall further
ensure all subcontractors performing Services hereunder will likewise keep
such records and make them available to American for audit upon request for
up to three (3) years following their performance of any Service by the
subcontractor.
3. TERM. The term of this Agreement (the "TERM") shall commence upon
execution of this Agreement by both parties and shall, unless earlier
terminated in accordance with the terms hereof, end on the date set forth in
EXHIBIT A. American shall have the right to renew the term of this Agreement
as described in EXHIBIT A, with the charges for the Services being subject to
renegotiation for the Renewal Term. American reserves the right, in its sole
and absolute discretion, to terminate this Agreement at any time with one (1)
year prior written notice to Supplier in consideration of performing the
Services in house. Upon expiration or earlier termination of this Agreement,
Supplier shall complete all Services in process and shall protect and
THE [*] INDICATES THAT PORTIONS OF TEXT HAVE BEEN DELETED AND ARE BEING FILED
UNDER SEPARATE COVER WITH THE SECURITIES EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT.
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return all of American's property in its possession. In the event of termination
of this Agreement, American shall have the first right of refusal to purchase
back at a mutually agreed upon price not to exceed the Suppliers acquisition
cost, any inventory acquired by the supplier from American. See list in Exhibit
A.
4. SUPPLIER REPRESENTATIONS Supplier hereby represents and warrants to
American the following:
(a) Supplier is and will remain the holder of the FAA Repair Station
Certificate identified in EXHIBIT A and is authorized under 14 C.F.R. Part
121/145 to perform the Services set forth herein. Supplier shall
immediately notify American upon any suspension, revocation, relevant
change or deletion of its FAA authorization.
(b) Supplier has and will maintain during the term of this Agreement, a
Drug Testing Program under its administration and control that has been
approved by the FAA, in full compliance with FAR Part 121 Sections 121.429,
121.455 and 121.457. Supplier shall immediately notify American of any
changes to the FAA approval of its Drug Testing Program.
(c) Supplier is duly organized and validly existing and has the power and
authority to execute and deliver, and to perform its obligations under this
Agreement. Supplier's execution and delivery of this Agreement and the
performance of its obligations hereunder have been and remain duly
authorized by all necessary action and do not contravene any provision of
its certification of incorporation or by-laws (or equivalent constituent
documents) or any law, regulation or contractual restriction binding on or
affecting Supplier or its property.
(c) This Agreement is Supplier's legal, valid and binding obligation,
enforceable against it in accordance with its terms, subject to applicable
bankruptcy, insolvency and similar laws affecting creditors' rights
generally, and subject, as to enforceability, to general principles of
equity (regardless of whether enforcement is sought in a proceeding in
equity or in law).
5. TURN TIMES. Supplier shall perform the Services within the turn times set
forth in EXHIBIT A and the Additional Services within the turn times set forth
in the Additional Services Authorization Form. Supplier acknowledges that time
is of the essence in performance of the Services. Failure to meet the turn times
will subject American to significant damages that are difficult, if not
impossible, to determine under the circumstances existing at the time this
Agreement is made. Accordingly, as a reasonable estimate of the minimum amount
of damages American will suffer, Supplier agrees to pay American liquidated
damages in an amount equal to that shown in EXHIBIT A for each day any Service
is delayed beyond the scheduled redelivery date unless such delay is consented
to by American in writing or results from an Excusable Delay, as defined herein.
The liquidated damages provided for above are intended to establish only the
minimum amount of American's damages. In addition to payment of the daily
liquidated damages charges for not meeting turntimes in accordance with Exhibit
A, Supplier will (when a turntime is not met) also reimburse American for
reasonable costs incurred by American to support scheduled dock dates.
6. EXCUSABLE DELAYS. Supplier shall be excused from performance of the
Services to the extent that such performance is delayed by reasons beyond the
reasonable control of SUPPLIER (AN "EXCUSABLE DELAY"), provided the Excusable
Delay is not occasioned by the fault or negligence of the Supplier. Delays
associated with the delivery of the Articles to Supplier later than the fifth
day after the dock date of the Aircraft shall be deemed an excusable delay.
Delays by Supplier's subcontractors shall in no event be an Excusable Delay.
Any Excusable Delay shall last only as long as the event remains beyond the
control of the Supplier and only to the extent that it is the primary cause
of the delay. Supplier shall use its best efforts to minimize the effects of
any Excusable Delay and shall notify American immediately upon the occurrence
of such an event. If the Excusable Delay lasts in excess of ten (10) days,
American shall have the right to terminate this Agreement or employ third
parties to perform the Services.
7. DELIVERY / REDELIVERY. All Articles upon which the Services are to be
performed shall be delivered by American, at its sole cost and expense, to
Supplier's repair facility. Articles may be accompanied by a
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return order in a form similar to the attached EXHIBIT C; provided, however, no
provision of any individual return order which contains terms or conditions
different from the terms and conditions of this Agreement shall be construed as
a waiver, amendment or modification of this Agreement. Upon completion of the
Services, Supplier shall deliver the Articles to American at AFW or any field
location designated by American in the same or comparable shipping container to
that in which the Articles were received by Supplier. From receipt of any
Article until redelivery as provided herein, Supplier shall be fully responsible
for any loss or damage to an Article. Supplier shall use any carrier designated
by American and such designated carrier shall invoice American for the actual
cost of such shipping.
8. PERFORMANCE STANDARDS. Supplier shall perform the Services in accordance
with the relevant specifications described in EXHIBIT A. American shall have the
right to change the specifications from time to time as it deems necessary;
provided, however, any change affecting the cost of any parts required to
perform the Services by more than [*] percent [*] or in a change of [*]
percent [*] or more in the number of man-hours required to perform any Service,
shall entitle Supplier to an adjustment in the charge and turn time for such
Service, as agreed upon by the parties in writing. Any deviation from the
specifications must have the prior written authorization of American the
Additional Services/Work Authorization form.
9. FAA COMPLIANCE, Supplier warrants that Services performed hereunder will
comply with all applicable laws, including without limitation, all Federal
Aviation Administration ("FAA") orders or regulations and any other United
States Regulatory Agency or body having jurisdiction over the Services. Supplier
shall at all times meet the technical and operational requirements of an FAA
Certificated Repair Station.
10. PROVISION AND MANAGEMENT OF PARTS. Except as otherwise notified by American
in writing, Supplier shall provide all parts and materials necessary for the
performance of the Services. Supplier shall be responsible for the timely
procurement of such parts and materials to ensure completion of the Services in
accordance with the terms and conditions of this Agreement. All parts used by
Supplier shall be secured only from sources which can trace their origin to the
manufacturer and be of a part number and modification status as listed and
identified in American's applicable Illustrated Parts Catalog. Any deviation
from the applicable Illustrated Parts Catalog must have written authorization
via an Engineering Authorization from American's Engineering Group prior to the
use of such part. Material certification slips, where applicable, shall be
retained by Supplier and copies supplied with the parts upon installation.
American reserves the right, at its sole discretion, to furnish to Supplier any
parts or material for the performance of the Services, which parts and materials
shall be delivered to Supplier by no later than the arrival at Supplier's
facility of the Articles upon which the Services are to be performed. At no cost
to American, Supplier shall maintain a material management organization staffed
to handle the receiving, inventory, warehousing, quality control, inspection,
storage, transportation, packaging, issuance and disposition of parts. In that
regard, Supplier shall accumulate, store and assume full responsibility for all
parts supplied by American, unserviceable recoverable parts and scrap material
and shall provide American with a monthly inventory of such items. American
shall give Supplier, at least quarterly, directions on the disposition of all
such parts and materials.
11. MONITORING OF WORK. American shall have the unrestricted right to monitor
performance of the Services in progress. For that purpose, Supplier shall permit
American's agents or employees to enter Supplier's facilities when the Services
are being performed. Supplier shall impose an identical requirement on any
subcontractor performing Services as permitted hereunder.
Supplier shall provide office space and equipment for use by an American
representative during the term of this contract.
12. RECORDKEEPING REQUIREMENTS. Supplier shall maintain, and shall require
all its subcontractors to maintain, all records in connection with the Services
as required by American or by the FAA, in a format approved by American.
Supplier shall supply to American all such records, including those maintained
by subcontractors, upon redelivery of Article. In particular, and not by way of
limitation, Supplier shall return
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with each Article upon which Services are performed, a properly executed FAA
Form 8130-3 Airworthiness Approval Tag, and a repair findings report.
Supplier shall also obtain and provide to American, proper approval for any
repairs that require OEM or FAA substantiation.
13. USE OF SUBCONTRACTORS. Supplier may have any of the Services performed by
subcontractors after first obtaining the prior written consent of American.
American reserves the right to require Supplier refrain from the use of a
particular subcontractor. Nothing in this Agreement shall create any contractual
relationship between American and any such subcontractor and no subcontract
shall relieve Supplier of its obligations hereunder should the subcontractor
fail to perform in accordance with the provisions of this Agreement. American
shall have no obligation to pay or to see to the payment of any moneys to any
subcontractor; provided, however, American reserves the right to make payment
directly to any subcontractor (or jointly to such subcontractor and Supplier) in
such amount as American determines necessary to protect itself and its equipment
from claims arising out of Services performed or parts provided by a
subcontractor. American will notify supplier of any subcontractor's claim and
will give Supplier a reasonable opportunity to cure. If Supplier fails to cure
such claim, American may, but shall not be required, to pay the subcontractor's
claim and reduce such payment from amounts owed to Supplier. American shall
incur no liability as a result of any such payments made pursuant to this
Section.
14. WARRANTIES. With respect to the Services performed for American by Supplier
and any of its subtiers hereunder, Supplier warrants that the Services,
excluding normal wear on seals, hoses and cables and damage due to misuse, will
(i) conform in all respects to the requirements of this Agreement, (ii) except
as set forth in EXHIBIT A, be free from all defects, whether patent or latent,
in materials and workmanship until the next overhaul, following redelivery of
any Article upon which Services are performed, (iii) be suitable for the
purposes intended whether expresses or reasonably implied, and (iv) be free and
clear from all liens, charges and encumbrances of any kind whatsoever resulting
from Supplier's performance of the Services. To the extent any parts are covered
by any warranty made by the manufacturer or subtier suppliers of such parts,
Supplier hereby assigns to American all of Supplier's right, title and interest
to such warranties.
Supplier's liability for breach of the warranties set forth above (a
"DEFECT") shall be, at American's option, reservicing, repairing or replacing
all or any portion of the Defect, and to the repair or replacement of any other
item of equipment which has been returned to Supplier and, in the reasonable
determination of American and Supplier, has suffered damages caused by the
Defect in the warranted part or Services. Supplier shall further be responsible
for (i) reasonable transportation charges incurred by American for return of
Articles containing a Defect and any other Articles suffering damage as a result
of such Defect, and (ii) the expenses incurred by American in the removal and
reinstallation of any such Articles.
At American's option, it may repair, or obtain the repair of, any Defect
and any damaged Article resulting therefrom. In that event, Supplier shall
reimburse American all costs and expenses incurred in connection with the repair
as substantiated by American to Supplier.
15. INDEMNIFICATION. Supplier hereby releases and agrees to indemnify, defend,
and hold harmless American, its parent company, subsidiaries and affiliates, and
their respective officers, directors, agents and employees (collectively herein
the "INDEMNIFIED PARTIES") from and against any and all liabilities, damages,
losses, expenses, claims, suits or judgments (including without limitation all
attorney's fees, costs, and expenses in connection therewith or incident
thereto), for the death of or bodily injury to any person (including, without
limitation Supplier's employees) and for the loss of, damage to or destruction
of any property whatsoever in any manner arising out of the performance of the
Services, except to the extent such injury, death or damage is, directly,
attributable to the negligence or willful misconduct or omissions of American.
American hereby releases and agrees to indemnify, defend, and hold harmless
Supplier, its parent company, subsidiaries and affiliates, and their respective
officers, directors, agents and employees from any and all liabilities, damages,
losses, expenses, claims, suits or judgements (including without limitation all
attorney's fees, costs, and expenses in connection therewith or incident
thereto), for the death of or bodily injury to any person (including, wihout
limitation American's employees) and for the loss of, damage to or
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destruction of any property whatsoever in any manner arising out of the purchase
of the services, but only to the extent such injury, death or damage is directly
attributable to the negligence or willful misconduct or omissions of American.
16. INDEPENDENT CONTRACTOR. Supplier is an independent contractor and personnel
used or supplied by Supplier in performance of this Agreement shall be and
remain employees or agents of Supplier, and under no circumstances are such
personnel to be considered employees or agents of American. Supplier shall have
the sole responsibility for supervision and control of its personnel. Each party
assumes full responsibility for any and all liability on account of bodily
injury to or death of any of its own employees occurring in the course of their
employment.
17. INSURANCE. Throughout the term of this Agreement, Supplier shall maintain
in full force at its expense, the following insurance:
(i). Product Liability and Completed Operations Liability Insurance,
including contractual coverage in the amount not less than U.S.
$[*] and shall extend for a period of three (3) years
following the termination of this Agreement;
(ii). Property Insurance covering all risks and covering all property
in Supplier's custody and control in an amount at least equal to
the value of American's property in Supplier's possession.
(iii). Worker's Compensation and Employer's Liability insurance in the
statutory amount required by the State where the Services are
performed.
Supplier shall have its insurers provide certificates of insurance evidencing
the coverages required herein, and such insurance certificates shall also
include the following special provisions:
(a). The Indemnified Parties shall be included as additional insureds.
(b). The insurer(s) shall accept and insure the indemnification and
hold harmless provisions of Section 15.
(c). The insurer(s) shall waive any rights of subrogation they may or
could have against any of the Indemnified Parties except to the
extent directly attributable to the negligence or willful
misconduct or omissions of any such parties.
(d). To the extent of Supplier's liability under this Agreement,
insurance shall be primary without right of contribution from any
insurance carried by the Indemnified Parties.
(e). Such insurance shall not be invalidated with respect to any of
the Indemnified Parties by any action or inaction of Supplier,
and shall insure each of the Indemnified Parties regardless of
any breach or violation of such policy by Supplier.
(f). The insurer(s) will give at least thirty (30) days prior written
notice to American before any adverse change in the coverage of
such policies.
18. CONFIDENTIALITY. American and Supplier each agree that all information
communicated to each other in connection with this Agreement will be received in
strict confidence and will not be disclosed, transferred, used or otherwise made
available by the party receiving such information (the "RECIPIENT") to any third
party without the prior written consent of the party disclosing the information
(the "DISCLOSING PARTY"). In that regard, each party agrees to exercise care
that is at least equal to the care it uses to protect the confidentiality of its
own confidential and proprietary information of similar importance to prevent
the disclosure to outside parties or the unauthorized use of such information.
This Section shall not be violated by disclosure of information which (i) at the
time of disclosure is publicly available or becomes available
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through no act or omission of the Recipient, (ii) is disclosed to the Recipient
by a third party which did not acquire the information under an obligation of
confidentiality, (iii) can be shown by credible evidence to have already been in
the possession of the Recipient at the time of disclosure hereunder, or (iv) is
disclosed as required by court order or as otherwise required by law, on the
condition that notice of the requirement for such disclosure is given to the
Disclosing Party prior to making any disclosure and the Recipient cooperates in
resisting the requirement for such disclosure as the Disclosing Party may
reasonably request. In the event either party violated or threatens to violate
the provisions of this Section, the other party shall be entitled to obtain from
a court of competent jurisdiction preliminary or permanent injunctive relief, in
addition to any other remedies available at law or in equity.
19. AMERICAN'S RIGHT TO USE DOCUMENTATION. American shall have the royalty-free
right to use and disclose for the purposes of the sale, use, maintenance or
lease of any of its aircraft, any written documentation or information received
from Supplier which is required for use in the operation and maintenance of such
aircraft. American shall also have the unlimited right to duplicate said written
documentation for the purposes set forth above.
20. EVENT OF DEFAULT AND REMEDIES. The following events shall constitute
non-exclusive events of default:
(i). If either party shall fail in the performance of any of the
obligations contained in this Agreement, which failure shall
continue uncured for a period of thirty (30) days following
written notice from the other party.
(ii). If either party shall file a voluntary petition in bankruptcy, or
shall be adjudicated a bankrupt or insolvent or shall file any
petition or answer seeking any reorganization, composition,
readjustment, liquidation or similar relief for itself under any
present or future statute, law or regulation of the United States
or shall seek or consent to or acquiesce in the appointment of
any trustee, or shall make any general assignment for the benefit
of creditors, or shall admit in writing its inability to pay its
debts generally as they become due.
(iii). If a petition shall be filed against either party seeking any
reorganization, composition, readjustment, liquidation or similar
relief under any present or future statute, law or regulation of
the United States and shall remain undismissed or unstayed for an
aggregate of ninety (90) days (whether or not consecutive), or if
any trustee, receiver or liquidator of either party is appointed,
which appointment shall remain unvacated or unstayed for an
aggregate of ninety (90) days (whether or not consecutive).
(iv). If any representation or warranty made by any party herein or
made in any statement or certificate furnished or required
hereunder, or in connection with the execution and delivery of
this Agreement proves untrue in any material respect as of the
date of the issuance or making thereof.
Upon the occurrence of any Event of Default, the non-defaulting party shall be
entitled to terminate this Agreement in all respects and shall further be
entitled to all remedies under applicable laws, which remedies shall be
cumulative and not exclusive.
21. NOTICES. Unless otherwise specified by the parties, all notices, approvals,
requests, consents and other communications given pursuant to this Agreement
shall be in writing and shall be deemed to have been duly given when received if
hand-delivered, sent by telex, sent by overnight courier or sent by United
States certified or registered mail, addressed to the notices addresses set
forth in EXHIBIT A, or to such other persons or addresses as may be subsequently
specified by either party in writing.
22. ASSIGNMENT. This Agreement shall inure to the benefit of and be binding
upon each of the parties and their respective successors and assigns, but
neither the rights nor the duties of either party under this
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Agreement may be voluntarily or involuntarily assigned, in whole or part,
without the prior written consent of the other party.
23. CHANGE OF CONTROL. In the event of any Change of Control by the Supplier,
or termination of business by Supplier, American may, at its option, exercise
any or all of the following rights. Supplier shall notify American at least
thirty (30) days before any such Change of Control, subject to the requirements
of applicable law and American's entering into a customary Confidentiality
Agreement with respect of any such disclosure. For purposes of this section, a
Change of Control shall consist of: (1) the dissolution or liquidation of
Supplier, (2) any reorganization, merger, or consolidation of Supplier, or any
other transaction with one or more corporations or persons as a result of which
thirty-five percent (35%) or more of the equity securities of Supplier is
exchanged for or converted into cash or property or securities not issued by
Supplier, or as a result of which there is a change in ownership of existing
equity securities of Supplier or the issuances of new equity securities of
Supplier (or the right or option to acquire such equity securities) which equal
or exceed thirty-five percent (35%) in amount of the equity securities of
Supplier outstanding immediately prior to such transaction, (3) the sale of (or
agreement to sell or grant of a right or option to purchase as to) all or
substantially all of the assets of Supplier to any person or entity or (4) any
change in Supplier's Senior management, defined as President and CEO, Vice
President, or Local Representation, during the two year period commencing on the
effective date of this Agreement. In this event:
1. American shall have the option, exercisable in its reasonable
discretion, to immediately terminate this Agreement or require completion
of Agreement to term upon any Change of Control of Supplier.
2. All pricing, delivery terms and all other rights under this agreement
shall be fixed, and remain in effect under the new ownership for the
original term. However, American may, at its sole option, exercise two (2)
additional extensions, with terms of five (5) years each, with a [*]
over the prior periods pricing, effective with each renewal.
Further, if supplier performance, as measured by American's SE-2000
Program, falls below MAP in any one or more areas, the liquidated damages
in effect will be [* ]for that entire [*] and remain in effect each
month until the condition is corrected.
3. In the event of termination of business, or as a result of change of
ownership the new owners decide to discontinue the manufacture of a
product, or a proprietary repair service utilized by American under this
contract, Supplier shall provide all rights, licenses, drawings, PMA, STC,
or DER approvals, process information and equipment, so as to allow
American, or such 3rd party designated by American, to continue the supply
of such parts and services for use of American and its customers. American
may at any time, at its sole discretion, have unrestricted use of such
documentation for alternate sourcing of parts or repairs for which it
contributed technical or material assistance in their development. In the
event of termination of business, ownership of PMA's or repairs developed
with American's technical and material assistance, will revert to American.
4. Parts, PMA parts or repair services that were provided to American with
a license/royalty fee from the OEM included in American's price, will have
that fee removed if that OEM takes an ownership position as the Supplier of
this Agreement.
5. To prevent any disruption in product supply, Supplier will maintain a 6
months new parts supply for two years following the change of ownership.
Shop pools for repair coverage will be increased 50% over the same period.
24. GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED AND GOVERNED ACCORDING TO
THE LAWS OF THE STATE OF TEXAS, WITHOUT REGARD TO ITS CONFLICT OF LAWS
PROVISIONS.
25. CHOICE OF FORUM. ANY SUIT, ACTION OR PROCEEDING AGAINST SUPPLIER OR
AMERICAN WITH RESPECT TO THIS AGREEMENT SHALL BE BROUGHT IN THE COURTS OF THE
STATE OF
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TEXAS, COUNTY OF TARRANT, OR IN THE UNITED STATES DISTRICT COURTS FOR THE
NORTHERN DISTRICT OF TEXAS, AND SUPPLIER HEREBY SUBMITS TO THE EXCLUSIVE
JURISDICTION OF SUCH COURTS FOR THE PURPOSE OF ANY SUIT, ACTION OR PROCEEDING.
SUPPLIER FURTHER IRREVOCABLY WAIVES ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER
HAVE TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR
RELATING TO THIS AGREEMENT BROUGHT IN THE COURTS LOCATED IN THE STATE OF TEXAS,
COUNTY OF TARRANT AND THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY
SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.
26. MERGER. This Agreement sets forth the entire agreement of the parties and
shall supersede any previously executed agreements or oral understandings
between the parties or any representations, claims or other statements not
contained herein which relate to the subject matter of this Agreement.
27. SAVINGS CLAUSE. If any provision of this Agreement is declared unlawful or
unenforceable as a result of final administrative, legislative or judicial
action, the parties agree that this Agreement shall be deemed to be amended to
conform with the requirements of such action and that all other provisions
herein shall remain in full force and effect.
28. WAIVER CLAUSE. No failure or delay by either party in requiring strict
performance of this Agreement and no previous waiver or forbearance of the terms
of this Agreement by a party hereto and no course of dealing, shall in any way
be construed as a waiver or continuing waiver of any provision of this
Agreement.
29. SURVIVAL. Notwithstanding anything herein to the contrary, Sections 2, 14,
15, 17, 18, 19, 24, and 25 shall survive the expiration or termination of this
Agreement.
IN WITNESS WHEREOF, the American and Supplier have entered into this Agreement
effective as of the date set forth above.
HAWKER PACIFIC, INC AMERICAN AIRLINES, INC.
By:/s/ Xxxxx Xxxx By: /s/ Xxxx X. XxxXxxx
------------------------- -------------------------
Name: Xxxxx Xxxx Name: Xxxx X. XxxXxxx
----------------------- -------------------------
Title: Vice President, LGBU Title: V P Purchasing
---------------------- -------------------------
Date: 11 Sept. 97 Date: 9/29/97
----------------------- -------------------------
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EXHIBIT A
TO
REPAIR SERVICES AGREEMENT
PERFORMANCE STANDARDS
DESCRIPTION
1. OF SERVICES ARTICLES PART NO. CHARGES
----------- -------- -------- -------
A. Landing Gear Overhaul B757 Landing Various $ [*]
Gear Shipset (FFP - Incl.
1 each - includes scrappage)
below listed
components.
B. Component Overhaul - Trim Cylinder 161N0001-113 $ [*]
Individual component Steering Actuators 275N1211-2 $ [*]
offload - shipped Steering Valve 3800014-106 $ [*]
separately MLG Torque Link 161N1501-3 $ [*]
RH MLG Assy 654N0241-4 $ [*]
LH MLG Assy 654N0241-3 $ [*]
NLG Assy 654N0242-1 $ [*]
XX XXX Xxxx Xxxxx 000X0000-000 $ [*]
LH MLG Side Strut 161N0001-143 $ [*]
RH MLG Side Strut 161N001-124 $ [*]
LH MLG Side Strut 161N001-123 $ [*]
NLG Drag Strut 161N0001-104 $ [*]
MLG Truck Assy 161N1601-7 $ [*]
RH MLG Reaction Link 161N2301-8 $ [*]
LH MLG Reaction Link 161N2301-7 $ [*]
NLG Steering Collar 162N1146-4/-3 $ [*]
MLG Tow Fitting 161N1621-1 $ [*]
NLG Drag Fwd Link 1623101-1 $ [*]
NLG Drag Aft Unk 162N3101-10 $ [*]
NLG Upper Torsion Link 162N1132-7 $ [*]
NLG Lower Torsion Link 1621134-7 $ [*]
MLG Stabilizer Link 161N2517-1 $ [*]
MLG Side Support Link 161N2401-1 $ [*]
MLG Trunnion Link 161N1401-7 $ [*]
NLG Lower Drag Strut 162N2201-1 $ [*]
NLG Upper Drag Strut 162N2101-1 $ [*]
2. CHARGES. Prices established above are not to exceed prices and include all
labor and material. No additional charges will be allowed except for those
outlined in the Repair Services Agreement, paragraph 2.
Supplier shall invoice American for missing parts and parts damaged by
mishandling or incident, as caused by American, at Supplier's acquisition cost
plus [*] handling per line item and not to exceed $[*] per line item.
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Check and Repair charges shall be billed at an hourly rate of $[*] and
material will be billed at acquisition cost plus [*] handling per line item and
not to exceed $[*] per line item.
Supplier agrees that the price(s) on the Product(s) items purchased hereunder
will be no higher than those extended to other customers for like items and
quantities. Furthermore, Supplier agrees that if, at any time subsequent to the
date of the execution this agreement, Supplier sells or contracts to sell to any
customer other than the United States Government or other goverments for
non-commercial use, any product(s) purchased hereunder for delivery during or
before any month in which that Product(s) is scheduled to be delivered to
American, at a basic price which is lower than the price of the Product(s)
delivered to American in the same calendar year, Seller will adjust the price of
the product(s) purchased by American to the amount of such lower price.
3. COST REDUCTION. Supplier and American shall work to reduce the overall cost
for overhauling the Landing Gear. To this, American will review all Supplier
developed initiatives for applicability to American's fleet and if accepted will
incorporate the change/s into the appropriate ESQ. The Supplier and American
will review the cost savings and reduce American's overhaul charge an amount
equal to [*] of the savings generated.
4. TURNTIMES.
A. LANDING GEAR SHIPSETS. American commits to have the off gear
delivered to Supplier's facility by the fifth calendar day after the actual
"dock in date" of the aircraft requiring gear change. Supplier commits to
return an overhauled gear, fully assembled and ready for installation, to
American's facility at Alliance Fort Worth (AFW) for its use five (5)
calendar days prior to the scheduled "dock in date" of the next aircraft.
No time period from "dock in date" of aircraft requiring gear change to
"dock in date" of next aircraft will be less than 42 calendar days.
B. COMPONENTS. All turn times for the components listed in Exhibit A,
1.B., will be 35 days. Turn times shall be measured in calendar days from
the receipt of the component and accompanying Repair Order at Supplier's
facility until the receipt of the component back at American.
5. DOCK DATES. The Landing Gear removal and installation schedule is soley
determined by American's B757 Aircraft Main Base Visit (MBV) Dock Plan. This
schedule is flexible and subject to change over time. American will provide the
MBV Dock Plan on a quarterly basis and whenever it it revised. The "dock in
date" is the date the B757 aircraft is introduced at American's facility at AFW.
6. SUPPLIER FURNISHED MATERIAL. Supplier is required to provide a detail list
of material furnished to complete the Assembly for each of the Overhauls.
7. ENGINEERING SPECIFICATIONS. All work shall be accomplished in accordance
with American Airlines Engineering Specification Order.
8. INVOICE ADDRESS PAYMENT ADDRESS
--------------- ---------------
American Airlines, Inc. Hawker Pacific, Inc.
P.O. Box 582839, MD 788 File #54993
Xxxxx, XX 00000-0000 Xxx Xxxxxxx, XX 00000-0000
9. TERM. The term of the Agreement shall upon the complete execution of the
Agreement and continue until June 30, 2005. American shall have the right to
renew the term of the Agreement, at its option, for an additional term of one
year by providing written notice to Supplier prior to expiration of the original
term of this Agreement.
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10. SUPPLIER FAA REPAIR STATION CERTIFICATE
Location Cert. No.
Sun Valley, CA RJ3R817L
11. LIQUIDATED DAMAGES.
A. LANDING GEAR SHIPSETS: $[*] each day delinquent.
B. COMPONENTS: [*] percent [*] of the total repair cost each day
delinquent up to a maximum of [*] percent [*] of the total repair
cost.
12. FOB POINT. Sun Valley, CA
13. WARRANTY PERIOD. The period of Warranty shall be "Time between Overhaul"
(TBO) on all items, excluding normal wear on seals, hoses, cables, and damage
due to misuse. Items determined by American's Engineering as "0n Condition"
shall have a 24 month Warranty period.
14. NOTICE ADDRESS
If to American: If To Supplier:
Managing Director Purchasing President and CEO
American Airlines, Inc. Hawker Pacific, Inc.
Maintenance and Engineering Center 00000 Xxxxxxx Xxx
Mail Drop 000 Xxx Xxxxxx, XX 00000
0000 X. Xxxxx Xxxx
Xxxxx, XX 00000-0000
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15. INVENTORY PURCHASE. Supplier shall purchase from American, in cash or
certified funds, the following inventory at the prices shown below. This
inventory is to be used in support of American's landing gear requirements and
in the event of termination of this agreement, American shall have the first
right of refusal to purchase back at a mutually agreed upon price not to exceed
the prices shown below.
A. PAYMENT TERMS. Supplier shall issue a purchase order for American's
new or "0" timed overhauled inventory for $[*], and shall issue a
payment to American in the amount of $[*] on the signing of this
Agreement. The Supplier shall issue a payment for the remaining sum
$[*] at the time of delivery of the first gear shipset to Supplier.
CPN PRIME MPN PURCHASE QTY EXTENDED PRICE
--- --------- ------------ --------------
GEA5309 654N0241-4 1 $ [*]
GEA5310 654N0241-3 1 $ [*]
GEA5311 654N0242-1 1 $ [*]
STR5104 161N0001-144 1 $ [*]
STR5105 161N0001-143 1 $ [*]
STR5104 161N0001-124 1 $ [*]
STR5105 161N0001-123 1 $ [*]
STR5106 161N0001-104 1 $ [*]
TRU5004 161N1601-7 1 $ [*]
PIS5011 162N1101-21 1 $ [*]
PIS5012 161N1220-3 1 $ [*]
LIN5348 161N2301-8 1 $ [*]
LIN5349 161N2301-7 1 $ [*]
COL1005 12N1146-4OR3 2 $ [*]
FIT1779 161N1621-1 1 $ [*]
LIN1243 162N3101-1 3 $ [*]
LIN1244 162N3103-10 3 $ [*]
LIN1245 162N1132-7 3 $ [*]
LIN1246 162N113-7 3 $ [*]
LIN1247 161 N2517-1 5 $ [*]
LIN1248 161N2401-1 3 $ [*]
LIN1249 161N1401-7 3 $ [*]
STR1066 162N2201-1 2 $ [*]
STR1067 162N2101-1 2 $ [*]
ACT6174 161N0001-113 10 $ [*]
ACT6156 275N1211-2 12 $ [*]
VAL5766 3800014-106 3 $ [*]
----------
TOTAL $ [*]
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16. INVENTORY FIELD ALLOCATION. Supplier shall place in American's inventory,
to support field operations, the following inventory as directed by American's
Inventory Control. This requirement will vary over the course of the contract
due to aircraft utilization. This in no way alleviates the supplier of the
responsibility to maintain an adequate inventory to meet American's field
requirements.
CPN MPN DESCRIPTION QTY LOCATION
--- --- ----------- --- ---------
GEA5309 654N0241-4 RH MLG ASSY 1 HPI (Hawker Pacific)
GEA5310 654N0241-3 LH MLG ASSY 1 HPI
GEA5311 654N0242-1 NLG ASSY 1 HPI
STR5104 161N0001-144 RH MLG SIDE STRUT 1 HPI
STR5105 161N0001-143 LH MLG SIDE STRUT 1 HPI
STR5104 161N001-124 RH MLG SIDE STRUT 1 AFW
STR5105 161N001-123 LH MLG SIDE STRUT 1 AFW
STR5106 161N0001-104 NLG XXXX XXXXX 0 XXX
XXX0000 161N1601-7 MLG TRUCK ASSY 1 AFW
LIN5348 161N2301-8 RH MLG REACTION LINK 1 AFW
LIN5349 161N2301-7 LH MLG REACTION LINK 1 AFW
COL1005 162N1146-4/-3 NLG STEERING COLLAR 2 AFW - 2
FIT1779 161N1621-1 MLG TOW FITTING 1 DFW
LIN1243 1623101-1 NLG DRAG FWD LINK 3 XXX - 0 XXX - 0 XXX - 0
XXX0000 162N3101-10 NLG DRAG AFT LINK 3 XXX - 0 XXX - 0 XXX - 0
XXX0000 162N1132-7 NLG UPPER TORSION LINK 3 XXX - 0 XXX - 0 XXX - 0
XXX0000 1621134-7 NLG LOWER TORSION LINK 3 XXX - 0 XXX - 0 XXX - 0
XXX0000 161N2517-1 MLG STABILIZER LINK 5 XXX - 0 XXX - 0 XXX - 0 XXX - 0
LIN1248 161N2401-1 MLG SIDE SUPPORT LINK 3 XXX - 0 XXX - 0 XXX - 0
XXX0000 161N1401-7 MLG TRUNNION LINK 3 XXX - 0 XXX - 0 XXX - 0
XXX0000 162N2201-1 NLG LOWER DRAG STRUT 4 AFW - 3 HPI - 1
STR1067 162N2101-1 NLG UPPER DRAG SUPP. 2 AFW - 1 HPI - 1
ACT6174 161N0001-113 MLG TRIM CYLINDER 10 AFW - 1 JFK - 1 LGA - 1 DCA - 1
XXX - 0 XXX - 0 XXX - 0 SJC - 1
SNA - 1
ACT6156 275N1211-2 NLG STEERING ACTUATOR 12 AFW - 2 JFK - 1 LGA - 1 MIA - 1
DFW - 3 XXX - 0 XXX - 0 XXX - 0
XXX - 0
XXX0000 3800014-106 NLG STRNG METERING ACT 3 XXX - 0 XXX - 0 XXX - 0
00. AOG SUPPORT. Supplier shall be responsible for providing 24 hour AOG
support for American's Boeing 757 Landing Gear fleet. AOG support shall not be
considered an excusable delay for meeting turn times.
18. COMPONENT OFFLOAD. Supplier will utilize American as a sub-contractor to
provide repair services for the MLG Trim Cylinder, P/N 161N0001-113, NLG
Steering Actuator, P/N 275N1211-2 and NLG Steering Metering Actuator, P/N
3800014-106. American shall retain this work for the duration of the agreement
provided American maintains a minimum performance level, mutually established by
the Supplier and American. Standards shall be established to assure American
does not impact the Supplier's obligation under this agreement for supplying a
B757 Landing Gear shipset to American. If American does not fulfill its
requirements on the delivery performance this will be deemed an excusable delay
on the specific Landing Gear that the parts were scheduled for installation and
will, at the Suppliers option, be cause for resourcing the work to another
Supplier.
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ADDITIONAL SERVICES / WORK CHANGE AUTHORIZATION
Date: Number:
In accordance with the terms and conditions of the Repair Services Agreement
dated ____________ between American Airlines, Inc. and the Supplier listed
below, the following Additional Services/Changes are hereby authorized:
Additional Services/Change Authorized
Specifications
Current Scheduling Impact: Yes ___ No___
Turn Time or Scheduling Delay
Warranty, if different than provided under the Agreement
Charges
APPROVED AND AUTHORIZED BY:__________________
American Airlines
APPROVED AND AUTHORIZED BY:___________________
Hawker Pacific
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