AMENDMENT
THIS AMENDMENT, made as of the 23rd day of January, 1995, between FEDERAL
EXPRESS CORPORATION ("Federal") and HAWKER PACIFIC, INC ("Hawker").
RECITALS
1. Federal and Hawker entered into a Maintenance Services Agreement dated
August 14, 1994 (the Agreement").
2. Federal and Hawker now desire to amend the Agreement.
FOR AND IN CONSIDERATION of the mutual covenants contained in this
Amendment, Federal and Hawker (the "parties") agree as follows:
1. Paragraphs 1 and 3 of Exhibit 2 to the Agreement are hereby deleted in
their entirety and the paragraphs 1 and 3 on the attached Schedule 1 are
substituted in lieu thereof.
2. Except as otherwise provided in this Amendment, all words and
definitions used in this Amendment shall have the same meaning in this Amendment
as in the Agreement.
3. Other than as provided in this Amendment, all terms and provisions of
the Agreement are hereby ratified and confirmed.
IN WITNESS WHEREOF, the parties hereby execute this Amendment on the day
and year first above written.
APPROVED
AS TO LEGAL FORM FEDERAL EXPRESS CORPORATION
[Illegible] By: [Illegible]
-------------------- -------------------------------------
LEGAL DEPT Title: [Illegible]
----------------------------------
("Federal")
HAWKER PACIFIC, INC
[Illegible]
------------------------- By: [Illegible]
CONCURRENCE -------------------------------------
MANAGING DIRECTOR Title: [Illegible]
----------------------------------
("Hawker")
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.
SCHEDULE 1 TO AMENDMENT
PRICING SCHEDULE
1. The fixed labor costs for Standard Overhaul Service including:
B727-100. B727-200. DC10-1O and DC 1O-30.
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ASSEMBLY 727-100 727-200
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A. NLG ASSY $ [*] $ [*]
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B. NLG DRAG BRACE ASSY $ [*] $ [*]
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C. NLG DRAG PIN ASSY $ [*] $ [*]
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D. MLG ASSY L/H $ [*] $ [*]
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E. MLG S/S ASSY L/H $ [*] $ [*]
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F. MLG FWD TRN BRG ASSY L/H $ [*] $ [*]
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G. MLG ACT BEAM L/H $ [*] $ [*]
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H. MLG ASSY R/H $ [*] $ [*]
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I. MLG S/S ASSY R/H $ [*] $ [*]
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J. MLG FWD TRN BRG ASSY R/H $ [*] $ [*]
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K. MLG ACT BEAM R/H $ [*] $ [*]
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LABOR TOTALS $ [*] $ [*]
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ASSEMBLY DC10-10 DC10-30
------------------------------------------------------------
------------------------------------------------------------
A. NLG ASSY $ [*] $ [*]
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B. NLG DRAG BRACE ASSY $ [*] $ [*]
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C. MLG ASSY L/H $ [*] $ [*]
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D. MLG SIDE STGRUT ASSY L/H $ [*] $ [*]
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E. MLG ASSY R/H $ [*] $ [*]
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F. MLG SIDE STRUT ASSY L/H $ [*] $ [*]
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G. CLG ASSY $ [*]
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H. CLG DRAG BRACE ASSY $ [*]
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LABOR TOTALS $ [*] $ [*]
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3. Not To Exceed cost for Services for 727-100 and 727-200
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ASSEMBLY 727-100 727-200
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A. NLG ASSY $ [*] $ [*]
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B. NLG DRAG BRACE ASSY $ [*] $ [*]
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C. NLG DRAG PIN ASSY $ [*] $ [*]
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D. MLG ASSY L/H $ [*] $ [*]
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E. MLG S/S ASSY L/H $ [*] $ [*]
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F. MLG FWD TRN BRG ASSY L/H $ [*] $ [*]
------------------------------------------------------------
G. MLG ACT BEAM L/H $ [*] $ [*]
------------------------------------------------------------
H. MLG ASSY R/H $ [*] $ [*]
------------------------------------------------------------
I. MLG S/S ASSY R/H $ [*] $ [*]
------------------------------------------------------------
J. MLG FWD TRN BRG ASSY R/H $ [*] $ [*]
------------------------------------------------------------
K. MLG ACT BEAM R/H $ [*] $ [*]
------------------------------------------------------------
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LABOR TOTALS $ [*] $ [*]
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Not To Exceed cost for Services for DC10-10 and DC10-30.
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ASSEMBLY DC10-10 DC10-30
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A. NLG ASSY $ [*] $ [*]
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B. NLG DRAG BRACE ASSY $ [*] $ [*]
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C. MLG ASSY L/H $ [*] $ [*]
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D. MLG SIDR STRUT ASSY L/H $ [*] $ [*]
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E. MLG ASSY R/H $ [*] $ [*]
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F. MLG SIDE STRUT ASSY L/H $ [*] $ [*]
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G. CLG ASSY $ [*]
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H. CLG DRAG BRACE ASSY $ [*]
------------------------------------------------------------
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LABOR TOTALS $ [*] $ [*]
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[LETTERHEAD]
[LOGO]
August 22, 1994
Mr. Xxxxx Xxxx
Vice President Landing Gear Unit
Hawker Pacific Inc.
00000 Xxxxxxx Xxx
Xxx Xxxxxx XX 00000
Dear: Xxxxx
Enclosed you will find one copy of the original completely executed contract
between Federal Express and Hawker Pacific.
The enclosed copy is for your files. We thank you for your cooperation and
participation in finalizing this agreement with Federal Express. We look
forward to the success of this long term program and with other projects that we
may have an opportunity to work together on in the future.
If you should have any questions, please give me a call at 000-000-0000.
Sincerely,
FEDERAL EXPRESS CORPORATION
/s/ Xxxxxxx X. Xxxxxxx
Xxxxxxx X. Xxxxxxx
Procurement Project Administrator,
Aviation Material & Services Contracting
Enclosures (1)
FEC Contract No. 95-0102
MAINTENANCE SERVICES AGREEMENT
THIS MAINTENANCE SERVICES AGREEMENT (the "Agreement"), made the 19th day of
August, 1994, by FEDERAL EXPRESS CORPORATION, a Delaware corporation
("Federal") and HAWKER PACIFIC, INC., a California corporation ("Hawker").
RECITALS
1. Federal is an all-cargo carrier with a fleet of Boeing 747-200,
727-100, 727-200, XxXxxxxxx Xxxxxxx DC10-10, DC10-30, MD-11, Airbus Industries
A300-600F and A310-200 aircraft equipped with landing gear assemblies.
2. Federal desires to engage the services of a vendor to furnish
facilities, labor, fixtures, equipment, material and tools to perform
maintenance and overhaul services on Federal's Equipment (hereinafter defined),
in accordance with the terms and subject to the provisions of this Agreement.
3. Hawker maintains and operates facilities for the repair, maintenance,
and functional testing of the Equipment.
4. Hawker is ready, willing and able to perform the services described in
this Agreement in accordance with and subject to the terms of this Agreement.
FOR AND IN CONSIDERATION of the mutual covenants contained in this
Agreement, Federal and Hawker (the "parties") agree as follows:
ARTICLE 1
DEFINITIONS
SECTION 1.01. PRIMARY DEFINITIONS. In addition to words and terms
elsewhere defined in this Agreement, the following words and terms as used in
this Agreement shall have the following meaning:
2
ACCEPTANCE: Federal's acceptance of the Equipment upon redelivery to
Federal by Hawker in accordance with Article 8.
APPLICABLE MANUALS: Original Equipment Manufacturer ("OEM") Component
Maintenance Manuals ("CMM") and supplements and Federal Engineering Reports.
COMPONENT: A constituent part of a unit of Equipment having no function
apart from the unit.
CONSIGNED PARTS: Parts placed by Federal at Hawker's facility for use in
Hawker's performance of the Services.
DATE OF COMPLETION: The day upon which Hawker notifies Federal that
Equipment is serviceable and ready for shipment to Federal.
DATE OF DELIVERY: The working day on which Federal's Workscope and
Equipment are received at Hawker's maintenance facility.
DELIVERY: Delivery of the Equipment to Hawker at Hawker's Facility in Sun
Valley, California.
DIRECT DAMAGE: Damage to a component or part attributable to defective
Services on the damaged part or component.
DIRECT MATERIAL: All parts, supplies and materials which are incorporated
into the Equipment as part of an assembly, accessory, or component.
EQUIPMENT: The individual and collective description of Federal's landing
gear assemblies, and their respective parts, components and accessories, as more
particularly described in Exhibit 1.
FAA: The United States Federal Aviation Administration, or any successor.
FIELD REPAIR SERVICES: Repair services as requested by Federal which are
performed by Hawker at locations other than Hawker's facility in Sun Valley,
California.
FUNCTIONAL TEST OR TESTS: A test or check of Equipment in its operating
(or functioning) environment, using test equipment, procedures, and limits
specified in Federal's Specifications, as may be amended from time to time by
Federal.
INDIRECT MATERIAL: All supplies and materials which do not become an
integral part of a basic assembly, accessory, component or other item of
Equipment, such as, for example, lubricants, solvents, wiping rags, xxxxx cloths
or abrasives, and integrated items which have no part number, such as, for
example, safety wire, plating materials, and minor hardware.
INSPECTION: The thorough and searching examination of all items, major and
minor assemblies, and components to determine identity, serviceability and
proper installation.
3
LANDING GEAR MAINTENANCE AND OVERHAUL PROGRAM: The maintenance and
modification program developed by Federal's Engineering Division specifying the
work to be performed on the Equipment to increase the overall product
reliability of the Equipment and to assure its long-term integrity.
MAINTENANCE: Those tasks necessary to restore, preserve or improve the
Equipment's physical condition to a specified level, including but not limited
to operational checks, Inspections, disassembly, cleaning, repair, rework,
measurement, replacement of parts, reassembly, testing, lubricating, adjusting,
etc., as more fully described in Federal's Specifications.
MATERIAL: All items used during the performance of the Services or entered
into and made a part of the Equipment.
MODIFICATION: Alterations to the delivery configurations of the Equipment
which cause it to conform to the redelivery configuration and conditions of the
Equipment required by Federal's Specifications.
NON-REPAIRABLE: The classification of an item which is not serviceable at
the time of removal by repair in accordance with Federal's or the manufacturer's
then current specifications.
OUT-OF-SCOPE SERVICES: Services related to the Standard Overhaul Services,
but which require unique operations or tooling and are accomplished outside the
scope of specifications and applicable manuals (in effect as of the date of this
Agreement).
OUTSIDE SERVICES OR SUB-CONTRACT SERVICES: Services performed for Hawker by
contractors subject to approval by Federal.
PART: One piece, or two or more pieces joined together which are not
normally subject to disassembly without destruction of designed use. The term
"part" is also sometimes used in this Agreement to describe all components,
parts, supplies, containers and materials required for the performance of the
Service on the Equipment.
PRICING SCHEDULE: The schedule of charges for the performance of the
Services as set forth in Exhibit 2.
REDELIVERY: Redelivery of the Equipment to Federal at Hawker's Facility in
Sun Valley, California.
REPAIR: The restoration of a Part or item of Equipment to a serviceable
condition.
REPAIRABLE: The classification of an item which can be made serviceable by
rework, in accordance with Federal's Specifications, the OEM's current CMM or
Federal's supplement to the OEM's CMM.
REPRESENTATIVES: On-site personnel from time to time assigned by Federal to
inspect or assess Hawkers performance of the Services at
4
Hawker's facility in Sun Valley, California or at other locations where Field
Repair Services are conducted.
SCHEDULE: A schedule setting forth Federal's forecast for the delivery of
Equipment by Federal to Hawker, which schedule shall be amended by Federal from
time to time throughout the term of this Agreement.
SCRAP: Discarded Parts or Equipment having no value except for the
intrinsic value of the reprocessed material composing the Parts or Equipment.
SERVICEABLE: An item that meets all specified standards for airworthiness
following completion of the Services, as defined by applicable Federal Aviation
Regulations ("FAR") and Federal's Specifications, and has no known defects which
would render it unfit for its intended use.
SERVICES: All of the tasks to be performed by Hawker as described in this
Agreement and the Specifications, or otherwise agreed to in writing by Hawker
and Federal. As used in this Agreement, Services shall include, but not be
limited to, Repair, Maintenance, Standard Overhaul Services, Out-of-Scope
Services, Additional Services, Field Repair Services, Engineering Services, Lab
Analysis Services, Sub-Contract Services and all other tasks which are the
responsibility of Hawker pursuant to this Agreement.
SHOP WORK DOCUMENT: A document used by Hawker to record all Services of
any type, and post disassembly inspection results accomplished on the Equipment.
SPECIFICATIONS: Federal's written instructions for the performance of the
Services including, but not limited to, the following:
(i) ENGINEERING AUTHORIZATION ("EA") - A document issued by Federal's
Engineering Division providing immediate and specific instruction
and authorization for: (1) one-time major or minor repair; (2)
one-time major or minor modification; (3) one-time material
substitution; or (4)immediate revision of technical manuals.
(ii) ENGINEERING ORDERS ("EO") - A document issued by Federal's
Engineering Division that: (1) provides the rationale, instruction,
and authorization necessary to effect modifications, special
inspections and repairs to the Equipment; (2) authorizes the
accomplishment of the service evaluations, Airworthiness
Directives or manufacturers' Service Bulletins and (3) controls
and documents the modification, inspection, and repair processes
in lieu of F.A.A. Form 337.
(iii) MAINTENANCE PROGRAM - A document issued by the Maintenance and
Engineering Divisions detailing the Maintenance Services to be
performed on Federal's Equipment.
5
(iv) COMPONENT MAINTENANCE MANUAL - A document issued by the OEM
describing the procedure and requirements for the performance of
maintenance services on Federal's Equipment.
(v) SERVICE ORDER - A document issued by Federal authorizing the
Services to be performed on Federal's Equipment.
(vi) WORKSCOPE - A document issued by Federal describing the Services to
be performed on the Equipment.
(vii) LANDING GEAR OVERHAUL SPECIFICATIONS - A document issued as
Federal's Engineering Report Nos. 83-005, 89-047 and 94-025 (Latest
Revisions), from time to time, describing the Overhaul and
Maintenance Services to be performed on Federal's Equipment as part
of the Landing Gear Maintenance and Overhaul Program.
(viii) COMPONENT POLICY SHEET, OSA, CAR. - Component Maintenance
Specification Policy Sheets, Overhaul Specifications Amendments
and Component Approved Repairs are documents issued by Federal
detailing specific overhaul procedures for components.
Federal may at any time, by written order, (copies of which shall be promptly
provided to Hawker) make changes within the general scope of this Agreement in
any one or more of the following requirements:
(1) Federal drawings, designs or specifications when the Services are
to be performed for Federal in accordance with those drawings,
designs or specifications, including but not limited to the
Maintenance Program, the Component Maintenance Manual, the
Workscope and the Landing Gear Overhaul Specifications;
(2) Method of shipping or packing;
(3) Place of delivery.
If any such change causes an increase or decrease in the cost of, or the time
required for, performance of any part of the Services under this Agreement,
whether or not changed by the Agreement, Federal and Hawker shall agree to make
an equitable adjustment in the contract price, the delivery schedule, or both,
and shall modify the Agreement. Failure to agree to any adjustment shall be a
dispute between the parties. However, nothing in this clause shall excuse
Hawker from proceeding with the Agreement as ordered by Federal.
STANDARD OVERHAUL SERVICES: The maintenance and repair performed by Hawker
on the Equipment, pursuant to this Agreement. Such Services shall include but
are not limited to the following: (1) receipt, inspection, identification and
recording of parts and serial numbers (2) disassembly; (3) removal of all
bushings; (4) inspection; (5) nondestructive testing; (6) dimensioning; (7)
engineering evaluation; (8) removal of all car corrosion, scores and abrasions;
6
(9) all machining required and approved by applicable manuals; (10) all repair
schemes required and approved by applicable manuals; (11) stress relief; (12)
bushing installation; (13) reassembly; (14) testing; (15) painting; and (16)
final inspection. All Standard Overhaul Services shall be performed in
accordance with Federal's Specifications, the OEM's CMM and Federal's supplement
to the OEM's CMM.
All consumable items, including but not limited to, grease, sealants,
paint, and hydraulic fluid, shall be included in the Standard Overhaul Services.
In addition, certain repairs which are beyond CMM limits and special repairs
shall be included as part of the Standard Overhaul services. Such repairs
would include, for example, lug hole machining (corrosion removal) which
require exceeding CMM limits but is approved by Federal at the time of execution
of this Agreement and are deemed a continuation of an approved CMM repair.
SUBCONTRACTORS: Hawker's suppliers and contractors who perform any part of
the Services or provide any parts to Hawker for its performance of Services,
which Subcontractors shall be approved by Federal, which approval shall not be
unreasonably withheld.
TURNTIME: The number of calendar days from the working day following the
Date of Delivery of the Equipment to Hawker to the Date of Completion, the Date
of Completion inclusive.
USED-SERVICEABLE-ZERO-TIME-SINCE-OVERHAULED PARTS (OTHER THAN LIFE LIMITED
PARTS): Serviceable parts that have not been used since their last overhaul
and which have been restored to a condition meeting established overhaul
tolerances and limits, which parts may, upon mutual agreement, be exchanged for
Federal's like repairable parts.
USED SERVICEABLE LIFE-LIMITED PARTS: Serviceable parts, designated by the
OEM or Federal as having limited life in use (either in hours, cycles or
calendar time), which are unused since their last overhaul or which are
restored to a condition meeting established overhaul tolerance and limits, and
whose installations on the Equipment is subject to the prior approval by
Federal.
WORKING DAY: Hawker's normal business days (Mon - Fri).
ARTICLE 2
SCOPE OF THE SERVICES
SECTION 2.01. STANDARD OVERHAUL SERVICES AND OUT-OF-SCOPE SERVICES
PROVIDED: ADDITIONAL SERVICES. (a) When requested in writing by Federal, Hawker
shall, for the charges set forth in this Agreement, provide labor, facilities,
materials, equipment, fixtures production control, technical planning,
inspection, tooling and all other services necessary to perform the Services in
accordance with the provisions of this Agreement. Any Services or Additional
Services shall be specifically requested in writing by Federal and performed by
Hawker pursuant to Section 2.03 and 2.04 respectively.
7
(b) Parts which require repairs in excess of fifty percent (50%) of the
replacement cost, as determined based on the OEM catalog prices, will not be
repaired unless authorized by Federal in writing within 5 working days of
Federal's receipt of notice from Hawker.
(c) As part of the Services, Hawker also shall perform all Inspections
and Modifications required by the Specifications, Component Policy Sheets,
Engineering Reports, or as otherwise requested by Federal, and, at Federal's
convenience and specific request, Field Repair Services on Federal's Equipment.
(d) Hawker will verify the actual Service Bulletin status of each Part
sent to Hawker for Service to determine whether any further Service to any Part
is necessary due to a revision, amendment or modification to any Service
Bulletin.
(e) Federal may have Services on the Equipment performed in-house or by
a third party at any time without liability or obligation to Hawker. It is
Federal's intent, however, that no more than one (1) ship set of landing gear
assemblies per calendar quarter will be serviced by a vendor other than Hawker,
exclusive of ship sets upon which Hawker is unable to perform Services within
the time periods provided herein, and subject to the provisions of this
Agreement.
SECTION 2.02. APPLICATION OF SPECIFICATIONS. Hawker shall perform the
Services in accordance with applicable portions of the Specifications and all
current Equipment OEM CMM (as revised from time to time by Federal's Engineering
Division) and all applicable FAR's unless specifically requested by Federal in
writing to perform such other Services pursuant to Section 2.04. Copies of
revisions to the Specifications and Federal's supplement to the OEM CMM will be
promptly provided to Hawker.
SECTION 2.03. ENGINEERING SERVICES. (a) As part of the Services and at no
additional cost to Federal, Hawker shall perform all engineering services
("Engineering Services") necessary for performance of the Services including,
but not limited to, engineering required for the coordination of the
Specifications with Hawker's maintenance procedures, analyses of tests and
inspections, development of required repair, maintenance or modification
Services, and any other Engineering Services related to support of the Services.
(b) Hawker shall perform all other Engineering Services specifically
requested in writing by Federal pursuant to Section 2.04 for the charges set
forth in this Agreement.
SECTION 2.04. ADDITIONAL SERVICES. In addition to the Services, provided
by Hawker pursuant to this Agreement, Hawker shall perform cost analyses and
repair analyses on Federal's Equipment and other maintenance and modification
services requested by Federal in writing and agreed to by Hawker and Federal
which are not a part of the Services (the "Additional Services"). Any request by
Federal for Additional Services shall set forth in detail the particular
8
additions required to the Workscope. As soon as practicable, but in no event
later than four (4) business days following Federal's request for Additional
Services, Hawker shall advise Federal of the charges and the Turntime required
by Hawker for performance of such Additional Services, which charges and
Turntime shall be subject to Federal's approval prior to commencement of the
Additional Services by Hawker.
SECTION 2.05. REQUIRED APPROVALS. It is a condition of this Agreement
that all of the Services performed by Hawker shall be in compliance with all
applicable FAR's and all other requirements of the FAA and any other agency or
governmental body having jurisdiction over the Services and that, at all times
during the term of this Agreement, Hawker shall meet the technical and
operational requirements of an FAA certified repair station authorized to
perform the Services and be approved by Federal's Quality Assurance department.
SECTION 2.06. AIRBUS, MD-11 AND 747. It is agreed that the parties will
negotiate terms and prices for Services to be performed by Hawker on Federal's
MD-11, Airbus A300-600F, Airbus 310-200 and Boeing B747-200 aircraft at a later
date.
ARTICLE 3
TERM OF AGREEMENT AND CANCELLATION OF SERVICES
SECTION 3.01. TERM OF AGREEMENT AND CANCELLATION OF SERVICES.
(a) The term of this Agreement shall be for five (5) years, commencing
upon execution of this agreement (the "Commencement Date") and expiring five
(5) years thereafter.
(b) Federal shall be entitled to renew this Agreement annually by
written Amendment after the initial [*] year term, upon providing written
notice at least sixty (60) days prior to the expiration of the initial term or
any renewal term of this Agreement. Charges for performance of the Services for
any renewal term shall be agreed to by the parties in writing prior to
commencement of such renewal term.
SECTION 3.02. CANCELLATION OF SERVICES. In the event a qualified supplier
other than Hawker makes a genuine, bona fide offer to provide substantially the
same Services and Equipment as provided under this Agreement and Federal desires
to negotiate with such third party, then Federal agrees to promptly notify
Hawker of certain terms of the alternative proposal. Specifically, the
notification will set forth the economic and performance value of the
alternative service, including but not limited to price, turn times, performance
guarantees, warranties, and period of service. Hawker will then be afforded the
opportunity to match the offer prior to Federal's acceptance of such an offer.
In the event Hawker has not notified Federal that it will match the terms of the
offer set forth in Federal's notification within sixty (60) days of
9
Hawker's receipt of such notification, then Federal shall be permitted, at its
option, to terminate this Agreement. Notwithstanding the foregoing, it is agreed
by Federal, that Federal shall not be permitted to terminate this Agreement
pursuant to this Section 3.02 during the first [*] years of the term of
this Agreement. In the event Federal does so cancel this Agreement, and if
Hawker shall then be in the process of performing any Services hereunder, Hawker
shall be entitled to receive payment from Federal in accordance with the charges
set forth in Exhibit 2 for labor and materials with respect to the Services
actually performed prior to the date of cancellation, less any proceeds from
Hawker's disposition of Parts, materials, or supplies procured with respect to
such canceled Services. Hawker shall immediately redeliver to Federal all
Equipment, Parts and Components upon which any such partial Services have been
performed.
SECTION 3.03. If Federal elects to cancel this Agreement as provided in
Section 3.02, Federal will purchase from Hawker, not more than six (6) months
after Federal's cancellation of this Agreement, mutually agreed quantities of
landing gear parts that had been purchased by Hawker to perform the Services for
Federal, at Hawker's purchase price not to exceed Airline Catalog List Price of
such parts as of the date of purchase by Federal. Federal shall not be required
to purchase obsolete or unserviceable material or parts.
ARTICLE 4
PARTS, MATERIALS, SUPPLIES
SECTION 4.01. PROVISION OF PARTS BY HAWKER. (a) Unless otherwise provided
in this Agreement, Hawker shall provide all Parts necessary for the performance
of the Services. If requested, Federal shall cooperate with Hawker in its
efforts to procure Parts, but Federal shall have no obligation to provide Parts.
(b) In addition to the Parts required by Section 4.01(a), at all times
during the term of this Agreement, Hawker will provide a rotable spare inventory
of Equipment and Parts, in numbers sufficient to support an exchange program and
provide AOG support for all of Federal's aircraft which are no longer under the
OEM's warranty period and fox which Federal does not have serviceable rotable
spares available.
SECTION 4.02. INABILITY TO PROCURE PARTS. If Hawker is unable to procure
any Parts, Hawker shall notify Federal and Federal shall use its best efforts to
provide the Parts to Hawker.
SECTION 4.03. FEDERAL-SUPPLIED PARTS. Federal reserves the right, at its
sole discretion, to furnish to Hawker for the performance of the Services, any
nonstandard replacement parts ("Federal-Supplied Parts"). Federal will not
supply standard replacement parts required for the performance of the Services,
as specified in the Workscope. Federal-Supplied Parts will be delivered to
Hawker within ten (10) days after Federal's receipt of written request from
Hawker. Hawker will not change Federal, and Federal shall have no obligation to
pay, any "handling", "stocking" or other
10
charges associated with Federal Supplied Parts provided to Hawker under Section
4.02 or 4.03 hereof.
SECTION 4.04. REPAIRABLE PARTS EXCHANGE. (a) If an exchange or purchase
of Parts becomes necessary, Hawker shall furnish the agreed upon Parts on the
basis of either a sale or exchange as mutually agreed by Federal and Hawker, and
under the terms, conditions and prices contained in this Agreement and set forth
in Exhibit 2.
(b) Title to Parts purchased shall pass to Federal immediately upon
Hawker's delivery of such Part for installation into the Equipment. In the event
of an exchange of Parts, title to any exchanged Part(s) shall pass between
Hawker and Federal immediately upon delivery of such Part(s). Such Parts shall
be free of all liens and encumbrances at the time of purchase or exchange.
(c) Should Parts exchanged by Federal, and which become the property of
Hawker be deemed, by mutual written agreement between Federal and Hawker, to be
scrap and/or have reduced service life below the monetary value of said Part, a
serviceable Part will be substituted by Federal, or, at Federal's option,
additional funds to offset the reduced service life will be provided by Federal
to Hawker. In determining the monetary value of an exchanged Part, Federal's
Engineering Department shall review the scope of repairs for all required
Repairs that are not within the CMM limits. Federal and Hawker shall mutually
agree on the extent of repairs.
SECTION 4.05. HANDLING, STORAGE AND DISPOSITION OF PARTS.
(a) Hawker shall maintain a material management system adequately
staffed with qualified personnel to handle the receiving, inventory,
warehousing, quality control, inspection, storage, transportation, packaging,
issuance and disposition of Parts. Hawker shall deliver the Parts in the same
packaging in which such Parts were shipped by Federal to Hawker. If requested by
Federal, Hawker shall repair, or cause to be repaired, any damage to Federal's
packaging. Federal shall reimburse Hawker for the cost of such repairs. If
requested by Federal, Hawker shall ship the Parts in packaging which meets ATA
300 specification requirements or other packaging as requested by Federal;
provided, however, that Federal shall either provide such packaging to Hawker,
or Hawker shall obtain such packaging and Federal shall promptly reimburse
Hawker for the costs of such packaging.
(b) Hawker shall tag as unserviceable, accumulate and store in a
designated holding area all Non-repairable Parts and Parts which are beyond
economical repair exclusive of the Parts listed in Exhibit 3, for review by
Federal's Representative after receiving written notification from Hawker that
such Parts are being stored. Federal shall determine and inform Hawker in
writing as to the disposition of such Parts. The Parts will be returned to
Federal or to a location designated by Federal.
(c) Hawker shall maintain an inventory of Federal-supplied Parts. Such
Parts shall not be removed from the holding area without
11
the written approval of Federal which shall not be unreasonably withheld. Hawker
shall provide, subject to mutual agreement, ample, secured warehouse space for
all Federal-Supplied Parts and for Federal's unserviceable Parts, if any.
Federal-Supplied Parts shall be isolated from Hawker's parts and Hawker shall
insure limited access to and maximum security for Federal-Supplied Parts. Hawker
assumes responsibility for the handling and storage of Federal-Supplied Parts in
accordance with all FAR's including FAR 121 and shall use all reasonable
measures and precautions to protect them from damage or deterioration, including
storage in a manned or locked storeroom that is dry and ventilated, and insured
under Hawker's blanket insurance policy.
SECTION 4.06. FAA COMPLIANCE. In providing the Services, Hawker shall
utilize only FAA-approved procedures and Parts which have been certified to an
AN, MS or other comparable U.S. Aeronautical Standard and which conform to the
Specifications and all provisions of the FAA and this Agreement. Parts shall be
secured only from sources that can trace their origin to the FAA approved
original equipment manufacturer. Overhaul/serviceable parts, with appropriate
overhaul records meeting the requirements specified in FAR 121.380, will be
obtained only from FAA approved repair facilities.
SECTION 4.07. CONFIGURATION AND CONDITION OF PARTS PROVIDED BY HAWKER.
(a) Parts used by Hawker shall be of a part number and modification status
equal to or later than the Part removed. Any deviations must be agreed to by
Federal in writing. Hawker shall replace all Non-repairable Parts identified
in the Component Maintenance Program Specification with Serviceable-Zero-Time-
Since-Overhauled Parts.
(b) Hawker shall attach serviceable tags certifying the performance of
Services to all bench-tested, overhauled or repaired Components removed from the
Equipment. Hawker's or its Subcontractor's serviceable parts tag shall be
completed and signed by Hawker or its Subcontractor as applicable. In addition,
Hawker will supply all necessary documentation and tear down data and testing
reports related to the overhaul and repair of Components.
ARTICLE 5
EQUIPMENT EXCHANGE
SECTION 5.01. AGREEMENT TO LEASE OR EXCHANGE EQUIPMENT. When Hawker has
in its possession certain landing gear inventory including, but not limited to,
the inventory maintained by Hawker pursuant to Section 4.01(b) hereof, this
inventory shall be made available at all times for exchange with Federal's
Equipment upon request by Federal and in connection with performance of this
Agreement. Exchange fees will be in accordance with Exhibit 2.
ARTICLE 6 OUTSIDE SERVICES
SECTION 6.01. USE OF SUBCONTRACTORS. Subject to prior written approval by
Federal of each Subcontractor to be used by Hawker in its
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performance of the Services, which approval shall not be unreasonably withheld,
Hawker may have any of the Services performed by Subcontractors.
SECTION 6.02. SUBCONTRACTOR RELATIONSHIP. Nothing in this Agreement or
otherwise shall create any contractual relationship between Federal and any
Subcontractor of Hawker and no Sub-Contract shall relieve Hawker of its
obligations should the Subcontractor fail to perform in a satisfactory manner.
Hawker shall be responsible to Federal for all acts and omissions of persons
directly or indirectly employed by Hawker in connection with the performance of
the Services, including its Subcontractors, and Hawker shall insure the
cooperation of all such persons with Federal for the expeditious, correct and
satisfactory performance of the Services.
SECTION 6.03. PAYMENT TO SUBCONTRACTORS. (a) Hawker's obligation to pay
its Subcontractors is an independent obligation from Federal's obligation to pay
Hawker and, notwithstanding any provision contained in this Agreement, Federal
shall have no obligation to pay or to see to the payment of any Monies to any
Subcontractor. Federal's withholding of payments in accordance with this
Agreement shall not be grounds for Hawker to withhold payments properly due its
Subcontractors.
(b) Federal reserves the right to make payment directly to any
Subcontractor (or jointly to the Subcontractor and Hawker) in such amount as
Federal determines necessary to protect Federal from claims arising out of
Services performed or Parts provided by the Subcontractor for which Hawker has
failed to pay, provided Federal has notified Hawker of the Subcontractor's claim
and has given Hawker a reasonable opportunity to settle the claim. If Federal
exercises its rights under this subparagraph (b) to pay a Subcontractor's claim,
the amount owed Hawker shall be reduced by the amount of any such payment by
Federal.
SECTION 6.04. OUTSIDE SERVICES OR SUB-CONTRACT SERVICES REQUIREMENT. It
is a condition of this Agreement that all Outside Services or Sub-Contract
Services shall be performed in compliance with the requirements of this
Agreement, the FAA and any other agency or governmental body having jurisdiction
over the Outside Services or Sub-Contract Services and that at all times during
the term of this Agreement all Subcontractors shall meet the technical and
operational requirements of an FAA certified repair station authorized to
perform such Outside Services or Sub-Contract Services.
ARTICLE 7
SCHEDULING AND FORECASTING
SECTION 7.01. SCHEDULES AND FORECASTS. (a) Federal shall furnish the
Schedule to Hawker, throughout the term of this Agreement, which Schedule shall
provide a six-month forecasting of the Standard Overhaul Services of Federal's
Equipment based on Federal's best estimates. Federal shall have the right to
amend and periodically update the Schedule and to add any Services to the
Schedule at any time. It is expressly agreed and understood that such
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Schedule is only an estimate, and Federal may, in its sole discretion, delete
any item of Services contained in the Schedule, or delay or cancel Delivery of
any Equipment for Services upon written notice to Hawker, without obligation or
penalty.
(b) Hawker shall provide to Federal's Procurement and Component Vendor
Management Departments a weekly status report of the current Schedule which
shall provide current information concerning all of the Services provided by
Hawker during the week preceding such status report.
ARTICLE 8
TESTING, ACCEPTANCE AND DELIVERY
SECTION 8.01. INSPECTIONS AND TESTS. Hawker shall conduct Inspections of
the Equipment and perform Tests ("Tests") on repaired Equipment sufficient to
determine the conformity of the Equipment with Federal's Specifications and this
Agreement. Federal shall have the right to observe Hawker's performance of the
Inspections and Tests at Hawker's maintenance facility. Federal's observance of
Hawker's performance shall not constitute an Acceptance of the Services, nor
shall it relieve Hawker of its obligations to render the Services required in
this Agreement.
SECTION 8.02. TERMS OF DELIVERY AND REDELIVERY. (a) Federal shall deliver
the Equipment to be serviced to Hawker F.0.X. Xxxxxx'x maintenance facility in
Sun Valley, California. Within five (5) working days after the Date of Delivery
for Components shipped separately from a landing gear assembly, and ten (10)
working days from Date of Delivery for a landing gear assembly (or assemblies),
Hawker shall provide to Federal an estimate of the repair/overhaul cost, if
applicable, and an estimate of the Date of Completion. Hawker shall notify
Federal's designated department three days prior to Redelivery of Equipment.
Upon the Date of Completion of the Services, Hawker shall Redeliver the
Equipment to Federal in Memphis, Tennessee (or other location as designated by
Federal in writing) F.O.B. Hawker's maintenance facility in Sun Valley,
California.
(b) Hawker shall perform the Services so that the Equipment Turntime
does not exceed forty-five (45) calendar days from Date of Delivery unless
otherwise agreed to by Federal (excluding Additional Services). Hawker shall
maintain a Parts and Component exchange capability or have sufficient access to
Parts and Components to support such forty-five (45) day Turntime commitment.
(c) Any Component redelivered to Federal by Hawker must be accompanied
by Hawker's serviceable tag.
SECTION 8.03. ACCEPTANCE AND DELIVERY. Federal's Acceptance of Services
shall not affect Federal's right to reject such Services during the warranty
period described in Section 10.01 in the event it discovers defects not
discoverable by the Inspections and Tests performed by Hawker. Federal shall be
afforded such additional time as is necessary to confirm that all defects have
been eliminated and that the Services are acceptable to Federal and conform to
the
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Agreement and the Specifications. Federal shall promptly notify Hawker in
writing when it becomes aware of a defect in any of the Services. Hawker shall
promptly correct all such defects.
SECTION 8.04. TITLE AND RISK OF LOSS. All Equipment, Parts, and
Components delivered by Federal to Hawker shall remain the property of Federal.
Risk of Loss with respect thereto shall shift to Hawker upon Delivery by
Federal, and shall remain with Hawker until Redelivery by Hawker.
ARTICLE 9
PAYMENTS AND CHARGES
SECTION 9.01. BASIS OF CHARGES. Hawker's charges to Federal for the
Services shall be determined in accordance with the Pricing Schedule set forth
on Exhibit 2.
SECTION 9.02. TERMS OF PAYMENT. (a) At or following the Date of
Completion, Hawker shall submit an invoice to Federal for all charges associated
with the performance of the Services on the Equipment.
(b) The original of each invoice shall be submitted to the following
address:
Federal Express Corporation
Attn.: Manager - Component Vendor Mgmt.
3101 Tchulahoma
Xxxxxxx, Xxxxxxxxx 00000-0000
(c) Payments to Hawker shall be in U.S. Dollars, paid within thirty (30)
days of Federal's receipt of Hawker's invoices that comply with Section 9.03.
Hawker shall provide to Federal a discount of [*] percent [*] invoices
if such invoices are paid by Federal within ten (10) business days of receipt of
such invoice by Federal.
(d) No payment by Federal shall be deemed an Acceptance of the Services
or any portion of the Services by Federal. Federal shall have the right to
recover any amounts previously paid in error or to withhold monies from future
payments equal to the charges associated with Services not performed in
accordance with this Agreement.
SECTION 9.03. INVOICING. (a) All invoices submitted by Hawker to Federal
shall include the following information (and Federal shall have no obligation to
pay any invoices not so documented):
(I) An identification of the Service Order ("SO") provided by Federal
authorizing the Services performed by Hawker;
(ii) A separate identification of the Services performed on the
Equipment, Hawker's (or its Subcontractor's) job number, the part
number and serial number of the Equipment on which the Services we e
performed and the Date of Delivery and the Date of Completion of the
Equipment;
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(iii) An identification of all Parts used in performing the Services,
including nomenclature, part number and serial number (if
serialized);
(iv) A separate, itemized account of all charges associated with
performance of the Services, including direct labor (not associated
with fixed prices), man-hours expended, materials and fees;
(v) An itemized account of charges associated with any other Services
performed by Hawker in accordance with the terms of this Agreement,
including direct labor and travel, the date(s) the Services were
performed, the name of the employee performing the Services, the
nature of the Services performed, the location at which the Services
were performed, and Federal's written authorization therefor; and
(vi) Any additional items agreed upon by Federal and Hawker during the
term of the Agreement.
(b) If any invoices submitted by Hawker to Federal are improperly
documented and do not include the foregoing information, Federal shall promptly
notify Hawker within five (5) business days of receipt by Federal.
SECTION 9.04. RIGHT OF AUDIT. Hawker shall keep full and accurate records
of Services performed in connection with this Agreement. All pertinent records
required to document Hawker's performance under this agreement shall be open to
audit by Federal or any authorized representative of Federal, for the period of
time between overhaul for each Part and/or Equipment upon which Services are
performed. In addition, Hawker shall make it a condition of all Sub-Contracts
entered into in connection with this Agreement, that any and all Subcontractors
will keep accurate records of costs incurred in connection. with the
Sub-Contract, and the records shall be open to audit by Federal or Hawker, or
their authorized representatives, during the course of the Subcontractor's work
and for the period of time between overhaul for each Part and/or Equipment upon
which Services are performed.
ARTICLE 10
HAWKER'S WARRANTIES
SECTION 10.01. HAWKER'S WARRANTIES. Hawker warrants that the Equipment
and Parts shall be free from defects due to faulty workmanship or material
furnished by Hawker or its Subcontractor for the first one-half (1/2) of the
period of time between overhauls; provided, however, that if such Parts and/or
Equipment are not installed on Federal's Aircraft within twelve (12) months of
the date of Re-delivery of such Parts and/or Equipment, then the warranty set
forth in this Section 10.01 shall be exclusive of all elastomers and seals
contained in such Parts and/or Equipment.
Federal shall maintain adequate records to confirm the date of first usage.
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SECTION 10.02. CONDITION OF WARRANTIES. Except as otherwise provided,
Hawker shall have no obligation under this Article 10 unless Federal shall have:
(i) following Redelivery, operated and maintained the warranted item in
accordance with applicable FAR's and Federal's Specifications;
(ii) following Redelivery, used the warranted item under normal operating
conditions and not subjected it to misuse, abuse, improper
installation or application, improper maintenance or repair,
alteration, accident or negligence in use, storage, transportation
or handling by anyone other than Hawker; and
(iii) Notified Hawker within thirty (30) days of its discovery of the
defect in the warranted item of Equipment.
SECTION 10.03. WARRANTY REPAIRS BY HAWKER. (a) Hawker's liability under
the warranties set forth in Section 10.01 shall be limited to the replacement or
repair, subject to Federal's approval, and at Hawker's expense, of any warranted
Part or Equipment or the correction of all or any portion of the Services, and
to the repair or replacement of any other item of Parts or Equipment which has
been returned to Hawker and, in the reasonable determination of Federal, has
suffered damage as a result of defective Services, Parts or Components. Hawker
shall be responsible for any reasonable transportation charges incurred by
Federal for return of defective Parts or Equipment, or otherwise in connection
with a defect in the Services.
(b) Hawker's obligations under Article 10 do not include any warranty
for Federal-Supplied Parts used by Hawker in performing the Services.
(c) Hawker's sole responsibility under Article 10 shall be as stated
herein. In no event shall Hawker be liable to Federal for consequential damages.
THE WARRANTIES MADE BY HAWKER AS SET FORTH IN ARTICLE 10 ARE IN LIEU OF ALL
OTHER WARRANTIES, EXPRESS OR IMPLIED, AND ANY IMPLIED WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE ARE EXPRESSLY EXCLUDED.
SECTION 10.04. FEDERAL'S WARRANTY REPAIRS. To expedite the return to
service of defective Parts and Equipment which Hawker is obligated to repair or
replace pursuant to Section 10.03 ("Federal's Warranty Repairs"), Hawker and
Federal agree that such repairs or replacements may be performed by Federal or
Federal's authorized vendor, at Federal's option if Federal determines that
Hawker cannot perform the warranty repair as conveniently as necessary for the
operation of Federal's business.
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SECTION 10.05. REIMBURSEMENT FOR FEDERAL'S WARRANTY REPAIRS.
(a) Upon receipt of Federal's claim for reimbursement with respect to
Federal's Warranty Repairs, Hawker shall promptly reimburse Federal for the
reasonable costs invoiced to Federal for all parts and materials incorporated in
such repair or replacement (excluding any modification kits, parts and materials
which may be furnished to Federal by Hawker at no charge to Federal), plus all
reasonable direct labor costs, determined in accordance with the Pricing
Schedule, and reasonable transportation costs incurred in the performance of
Federal's Warranty Repairs.
(b) Federal's claims for reimbursement shall be submitted in writing to
Hawker. All claims shall include the following information:
(i) the identity of the Part involved, including serial number,
nomenclature and the quantity claimed to be defective;
(ii) the identity of the Equipment from which the defective Part was
removed;
(iii) the date the claimed defect became apparent to Federal;
(iv) a description of the claimed defect and circumstances;
(v) the date repair or replacement was completed;
(vi) an itemized account of the direct labor hours expended in performing
the repair or replacement; and
(vii) an itemized account of the Parts incorporated in the repair or
replacement.
(c) Hawker shall reimburse to Federal within thirty (30) days from the
date of receipt of Federal's claim, any amounts properly claimed by Federal
pursuant to this Section 10.05.
(d) It is agreed by Federal and Hawker that Hawker retains the right to
provide the required Parts used in Federal's warranty repairs, as long as Hawker
provides such Part(s) to Federal within the time periods set forth herein.
Federal will notify Hawker of all required Parts and Hawker will have them
delivered to the designated address within the (10) calendar days after written
notice by Federal. In the case of an AOG situation, Federal shall be under no
obligation to obtain any Parts from Hawker, but rather Federal may obtain such
Parts from any source but at Hawker's expense as provided herein. It is also
agreed by Federal and Hawker that Hawker retains the right of review of the
labor hours and charges for Federal's Warranty Repairs and will be liable only
for costs associated with Federal's Warranty Repairs which are reasonable under
airline industry standards.
SECTION 10.06. ASSIGNMENT OF WARRANTIES. (a) For all Parts and Equipment
which Hawker has re-delivered to Federal, Hawker assigns to
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Federal any and all assignable warranties, service life policies and patent
indemnities of manufacturers, suppliers and Subcontractors other than Hawker,
and, upon Federal's request, Hawker shall give Federal reasonable assistance in
enforcing Federal's rights under such warranties, service life policies and
patent indemnities. Upon Federal's request, Hawker shall give notice to any such
manufacturers, suppliers and Subcontractors of the assignment of such
warranties, service life policies and patent indemnities.
(b) The identification and processing of warranty claims against
manufacturers, suppliers and Subcontractors shall be Hawker's responsibility.
Federal shall assist Hawker in warranty identification, but in no event shall
Federal's failure to identify warranty claims relieve Hawker of its
responsibility to do so.
ARTICLE 11
AFFIRMATIVE ACTION AND DRUG TESTING PROGRAM
SECTION 11.01. COMPLIANCE WITH LAWS. (a) To the extent applicable to
Hawker, it agrees to comply with the affirmative action requirements applicable
to contracts with U.S. government contractors as set forth in Title 41 of the
Code of Federal Regulations. The provisions of said regulations are incorporated
by reference into this Agreement. Hawker hereby further agrees to employ only
persons who are legally authorized to work in the United States and to have an
I-9 employment authorization form, if required, for each person employed by it.
(b) Prior to performance of the services, Hawker shall provide evidence
satisfactory to Federal that Hawker has in place an Anti-Drug Program for its
employees or subcontractors who perform safety-sensitive or security related
services in compliance with 14 C.F.R. Section 121.429, 121.455, 121.457 and
Appendix I (the "Appendix"). If Federal has reason to believe that any
Subcontractor is not in compliance with such Regulation, Hawker shall provide
prompt written confirmation and evidence of compliance with respect to such
Subcontractor. If Federal discovers at any time during the term of this
Agreement that Hawker, its employees or subcontractors are not in full
compliance with 14 C.F.R. Section 121.429, 121.455, 121.457 and the Appendix,
Federal shall have the right, in addition to any and all other remedies at law
or in equity, to immediately terminate the Agreement with no further obligations
or liabilities to Hawker. Hawker acknowledges that Federal has entered into this
Agreement in reliance on Hawker's representation that it is in compliance with
the requirements of the Federal Aviation Administration's drug testing
requirements for the aviation industry and Hawker agrees that it will comply
with such requirements at all times during the term of this Agreement.
(c) Hawker agrees to indemnify, defend and hold harmless Federal, its
officers, directors and employees from and against any and all claims,
liabilities, losses and expenses (including reasonable attorneys' fees) arising
in connection with Hawker, its employees or Subcontractor's failure to comply
with the provisions of this Section.
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ARTICLE 12
EMPLOYEES
SECTION 12.01. EMPLOYEES. Each party represents that it has or will obtain
appropriate agreements with its employees or others whose services it may
require, sufficient to enable it to comply with all the provisions of this
Agreement. The parties intend that an independent contractor relationship will
be created by this Agreement. Hawker is an independent contractor and personnel
used or supplied by Hawker in the performance of this Agreement shall be and
remain employees or agents of Hawker, and under no circumstances are such
personnel to be considered employees or agents of Federal. Hawker shall have the
sole responsibility for supervision and control of its personnel, and for
payment of all employment related taxes. Hawker shall be solely responsible for
any liability to third parties resulting from the negligent or intentional acts
or omissions of Hawker, its agents, employees or subcontractors arising from or
occurring in the course of Hawker's performance under this Agreement.
ARTICLE 13
INSURANCE
SECTION 13.01. HAWKER'S INSURANCE. (a) Throughout the term of this
Agreement, Hawker shall maintain in force at its expense insurance as required
in this Article 13 and shall furnish to Federal a certificate from all insurance
carriers showing the expiration dates and the required limits of liability.
Hawker shall furnish to Federal underwriter's certificates certifying that such
policies of insurance are in full force and effect, and that Federal shall be
given thirty (30) days' prior notice by the insurers in the event that either
the insurers or Hawker desire to cancel or materially change such policies of
insurance. The certificate of insurance holder shall be in the following name
and address:
Federal Express Corporation
3101 Tchulahoma
Xxxxxxx, Xxxxxxxxx 00000
Attn.: Manager
Component Vendor Management
Comat 5440
(b) Subject to the following terms and conditions, Hawker agrees to
maintain in full force the following insurance in the amounts and with the
endorsements specified below:
(i) Aircraft Product Liability Insurance, including contractual coverage
in the amount not less than $25,000,000 (U.S.)per occurrence 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
other than the Aircraft, in Hawker custody and control. Said
property insurance shall be carried on a "replacement cost" basis;
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(iii) Workmen's Compensation Insurance and Employee's Liability Insurance
with statutory limits.
(c) Hawker represents and warrants that the Property Insurance provided
by Hawker pursuant to Section 13(b) (ii) will, subject to and in accordance with
its terms and conditions (1) cover losses to the property as described in
Section 13(b) (ii) while in Hawker custody and control, and (2) be payable as
the party's interest may appear.
(d) The certificate furnished relative to the insurance described in
Section 13(b) (i) will certify that such insurance covers all obligations
assumed by Hawker under this Agreement including, but not limited to, the
obligations assumed by Hawker under Section 13.03 of this Agreement.
(e) Hawker shall assume the risk of loss or damage to the Equipment,
caused by the negligence or intentional acts of an agent, servant or employee of
Hawker for the period beginning with Delivery and ending with the Redelivery of
such Equipment at Hawker facility. The risk of loss or damage to the Equipment
in all other cases remains with Federal.
SECTION 13.02. FEDERAL'S INSURANCE. Federal agrees to obtain workmen's
compensation and employer's liability insurance in amounts adequate to protect
its employees and agents at all times while on the premises of Hawker.
SECTION 13.03. HAWKER'S INDEMNITY. Hawker agrees to indemnify, defend and
hold harmless Federal, its directors, officers, agents and employees from any
and all liabilities, damages, losses, expenses, demands, claims, suits or
judgments, including reasonable attorneys' fees and expenses, in connection with
the death of or bodily injury to any person and for the loss of, damage to or
destruction of any property to the extent attributable to the negligent or
intentional acts or omissions of Hawker, its agents, employees or any person for
whose acts or omissions Hawker, its agents, employees, servants or
subcontractors may be responsible.
SECTION 13.04. FEDERAL'S INDEMNITY. Federal agrees to indemnify, defend
and hold harmless Hawker, its directors, officers, agents and employees from
any and all liabilities, damages, losses, expenses, demands, claims, suits or
judgments, including reasonable attorneys' fees and expenses, in connection with
the death of or bodily injury to any person and for the loss of, damage to or
destruction of any property to the extent attributable to the negligent or
intentional acts or omissions of Federal, its agents, employees or any person
for whose acts or omissions Federal, its agents, employees, servants or
subcontractors may be responsible.
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ARTICLE 14
DEFAULT AND REMEDIES
SECTION 14.01. EVENTS OF DEFAULT. Except as otherwise provided in this
Agreement, if any one or more of the following events of default (the "Events of
Default") shall happen, then this Agreement may, in addition to the remedies set
forth below, be terminated at the option of the party not in default, provided
that the non-defaulting party's option to terminate shall not be deemed an
election of remedies:
(i) If either party shall fail in the performance of any of the material
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 becomes insolvent; or
(iii) 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.
SECTION 14.02. REMEDIES. (a) Upon the occurrence of an Event of Default
by either Hawker or Federal, either party shall be entitled to all remedies
available at law or in equity in addition to those set forth in this Agreement,
which remedies shall be cumulative and not exclusive, and which shall include,
but not be limited to, the right to immediately terminate this Agreement.
ARTICLE 15
FEDERAL'S RIGHTS
SECTION 15.01. FEDERAL'S RIGHTS. (a) In the event that Hawker is unable
to perform the Services and supply the Equipment required by this Agreement
utilizing it's own facilities and resources, Hawker shall make suitable
arrangements with other sources to ensure that its obligations to supply
Equipment and Services under this Agreement are satisfied as set forth in this
agreement. Federal's cost for such arrangements shall be in accordance with the
prices set forth in Exhibit 2 hereof and Hawker shall be responsible for the
difference in prices charged, if any.
(b) If for reasons not caused by Federal, Hawker is unable to perform
its obligations under this Agreement Federal may perform or have performed
elsewhere such obligations during the period of Hawker inability to perform. In
the event Federal is faced with an "aircraft-on-ground" situation by reason of
any such non-performance by Hawker and elects to take over performance of the
services pursuant to this Section 15.01, then Hawker shall reimburse Federal for
all costs which are actually incurred by Federal as a direct result of such
non-performance, such as the cost of substituted landing gear repair and
overhaul services; provided, however, that,
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in no event shall Hawker be liable for special, incidental, or consequential
damages.
(c) For the purpose of avoiding confusion, it is agreed by the parties
hereto that this is not an exclusive agreement and that Federal reserves the
right to obtain the Services from any other vendor and under any terms and
conditions.
ARTICLE 16
EXCUSABLE DELAY
SECTION 16.01. EXCUSABLE DELAY BY HAWKER. Hawker shall be excused from
performance of the Services to the extent that such performance is actually
delayed by an Act of God, or force majeure, delays caused by Federal, such as,
but not limited to, the late delivery of the Equipment, the delivery of
Federal-Supplied Parts in an unusable or unserviceable condition or in
insufficient quantities, or the late delivery of documents such as, but not
limited to, approvals required from Federal's engineering staff to proceed with
repairs that Federal is required to furnish prior to the performance of the
Services ("Excusable Delays") and not caused by the fault or negligence of
Hawker. Local strikes, local lock-outs and non-availability of local labor will
not be considered cause for Excusable Delays.
SECTION 16.02. NOTICE OF DELAY. Hawker shall promptly notify Federal upon
the occurrence of any delay,. Excusable or otherwise, specifying the cause of
delay and, to the extent practicable, estimating the duration of the delay.
Hawker shall use its best efforts to resume the performance of the Services as
soon as reasonably possible following the cessation of an event of delay or
Excusable Delay.
ARTICLE 17
RIGHTS IN DATA
SECTION 17.01. RIGHTS IN DATA. Federal and Hawker agree to keep
confidential all drawings, programs, engineering specifications, manuals and
other technical data furnished by the other. Hawker and Federal reserve in
perpetuity all rights in their respective data and further expressly covenant
that such data of the other shall not be furnished or disclosed to any other
person, firm or corporation without the express written consent of the owner of
such data, and that Federal and Hawker shall not reproduce the other's data
except for essential copies and for internal use; provided, however, that
Federal shall have the right to disclose data pertaining to the Services as well
as any FAA Supplemental Type Certificate developed hereby to any bona fide third
party vendor of Federal for use in modifying other equipment owned or operated
or that will be owned or operated, by Federal, and (ii) Hawker shall have the
right to disclose data pertaining to the Parts, Equipment and Services to any of
its bona fide Subcontractors or suppliers to the extent necessary to obtain
approved Parts or Services or rework of such Parts or Services for the
performance of this Agreement, provided that Hawker shall have in each instance
obtained the written agreement of any
23
such third party vendor not to disclose further such data but to use it only in
the performance of services for Federal.
SECTION 17.02. FEDERAL'S RIGHT TO USE DOCUMENTATION. Federal shall, for
the purposes of the use, sale, lease or other transfer of the Equipment, have
the royalty-free right to use and disclose the written documentation and
information contained in such documentation which is required for use in
operation and maintenance of the Equipment. Federal shall also have the
unlimited right to duplicate such written documentation for the purposes set
forth above; provided, however, that if any of the written documentation is
copyrighted, Hawker agrees to and does hereby grant to Federal the unlimited
right to make copies of such copyrighted materials without payment of additional
compensation to Hawker to the extent that Hawker now has or hereafter acquires
the authority to grant such right to make copies for others. With respect to all
written documentation that is copyrighted, Federal shall apply an appropriate
copyright notice to all copies thereof.
SECTION 17.03. TRANSFER OF RIGHTS IN DOCUMENTATION. In the event Hawker
does not proceed with the performance of the Services for any reason solely
attributable to Hawker, Hawker shall, immediately upon Federal's request,
provide to Federal's designated vendor or vendors on reasonable terms and
conditions, all data and documentation which Hawker has the right to transfer
and which is required to have the Services performed by such other vendor or
vendors designated by Federal, as well as rights to disclose, reproduce or use
for purposes of having such Services performed all data and documentation
delivered in accordance with this Section.
ARTICLE 18
TAXES
SECTION 18.01. TAXES. (a) Federal shall be solely responsible for paying
any and all taxes, excises, duties, and assessments ("Taxes"), except for income
and franchise taxes, arising out of Hawker's performance of the Services in any
manner levied, assessed or imposed by any government or agency having
jurisdiction.
(b) Federal shall promptly pay and discharge when due, unless the
validity or application to the Services is being contested in good faith, any
and all Taxes, together with any interest and penalties, the responsibility and
liability for which is assumed by Federal pursuant to Section 18.01(a). If any
such taxes are levied, assessed or imposed upon Hawker, Hawker shall notify
Federal and Federal shall promptly pay and discharge the Taxes, but upon the
written request and at the expense of Federal, Hawker shall assist Federal in
contesting the validity or application of such Taxes. If Hawker receives a
refund of all or any part of any Taxes (including a refund of interest or
penalties), the amount refunded to Hawker shall promptly be remitted to Federal,
less any expenses of Hawker associated with contesting the Taxes not previously
reimbursed by Federal to Hawker.
24
ARTICLE 19
QUALITY AND STANDARDS
SECTION 19.01. QUALITY ASSURANCE. Hawker shall establish a plan for and
shall maintain quality assurance procedures necessary to insure that Hawker's
standards of workmanship and materials are in accordance with applicable FAR's
and Federal's Specifications. Hawker shall be responsible for notifying
Federal's Engineering Department and Maintenance Operations Control Center
(MOCC) of items reportable under FAR requirement 121.703 Service Difficulty
Reports ("SDR").
(a) Additionally, at Federal's Option, Hawker shall develop with Federal
a Quality Improvement Program (the "Program") that assures that the Equipment
and Services conform to all of the terms of this Agreement and that improvements
in productivity are pursued.
(b) The Program may include, but shall not be limited to, functional
parameters, surveys, audits, in-progress monitoring, correction procedures,
audit trails, written work station procedures and signoffs, test plans,
communication paths, information exchange and remedies for nonconformance.
(c) The Program will be instituted thirty (30) days from Federal's
notice to Hawker exercising its option to institute the Program and within such
thirty (30) day period Hawker and Federal will each designate a Program
Representative.
SECTION 19.02. TECHNICAL MEETINGS. Hawker shall notify and offer Federal
the opportunity to participate with Hawker in industry technical meetings and
Equipment manufacturers' engineering coordination meetings, provided the
meetings relate to Federal's Equipment or the Services provided by Hawker.
ARTICLE 20
RECORDS
SECTION 20.01. RECORD KEEPING BY HAWKER. (a) Hawker shall maintain the
following records on the Services and shall provide to Federal such records on
forms supplied by Federal or in a format developed by Hawker and approved by
Federal:
(i) Tear down findings report;
(ii) FAA Form 337 - including modification status and Airworthiness
Directives compliance; or a serviceable tag and maintenance release
completed in accordance with the applicable FAR's;
(iii) Rotable/repairable parts disposition and usage;
(iv) Test and Inspection data;
(v) Photographs of unusual conditions or catastrophic failures;
(vi) Service Bulletin audit sheet;
(vii) Workscope sign-off;
25
(viii) Turntime for all Equipment on which Hawker has performed Services;
(ix) Warranty tag; and
(x) Record of production man-hours, by task, expended in performance of
Additional Services for each landing gear.
(xi) Life limited or items specified by the Engineering Reports.
(b) Hawker shall supply Federal with a copy of the records necessary for
the operation and installation of the Equipment at the date of completion of the
Services on the Equipment. In addition, Hawker shall provide to Federal, Shop
Work Documents in a format acceptable to Federal.
(i) The Shop Work Documents shall include all the work steps required to
accomplish the landing gear overhaul and Federal Engineering Orders
and/or Service Bulletin accomplishment. The Shop Work Documents
shall also list the post-disassembly inspection results, including
all dimensions measured as required by Federal's Specification and
contain Part numbers and serial number of Parts included in the
Services.
(ii) Individual step signoff's and production personnel signature or
operator number stamps are required on all Shop Work Documents.
Personnel initials are unacceptable unless a current historical
master signature sheet is maintained by Hawker. If signatures are
used, signatures must be legible. Inspection stamps are required.
Signatures are unacceptable in lieu of an inspection stamp.
(iii) Hawker shall provide post-inspection reports that will include
dimensions measured as required by Federal's Specification as
mutually agreed upon by Federal and Hawker.
(c) Upon termination of this Agreement, Hawker shall retain all original
records and documents related to the Services performed under this Agreement in
accordance with the requirements of Section 9.04 of this Agreement.
SECTION 20.02. RECORDS. Federal shall supply to Hawker all records in
Federal's possession that will assist Hawker's historical documentation of the
Services performed on the Equipment.
SECTION 20.03. INVENTORY RECORDS. Hawker shall maintain a current
inventory record of all Federal-Supplied Parts for review by Federal upon
request.
SECTION 20.04. PRODUCTION MAN-HOURS. By no later than fifteen (15) days
of request by Federal, Hawker shall provide Federal with records of production
man-hours, by task, which are expended in performance of the Services.
26
ARTICLE 21
FEDERAL'S REPRESENTATIVES
SECTION 21.01. FEDERAL'S ON-SITE PERSONNEL. Federal shall have the
right to place from time to time during the term of this Agreement
and with reasonable notice to Hawker, on-site personnel at Hawker's facility
to inspect or assess Hawker's performance of the Services.
ARTICLE 22
CHANGE IN CONTROL
SECTION 22.01. CHANGE IN CONTROL: In addition to such other rights
as Federal may have, Federal shall have the right to immediately
terminate this Agreement, in Federal's reasonable discretion, upon any
change in the ownership or voting control of fifty-one percent (51%) or more
of the capital stock or assets of Hawker or a change of Senior Management.
Hawker shall notify Federal in writing at least thirty (30) days before any
such change in the ultimate control of the capital stock, business, assets of
Hawker or such change of Senior Management.
ARTICLE 23
MISCELLANEOUS
SECTION 23.01. NOTICES. All notices and requests in connection with this
Agreement shall be given in writing and shall be given by air mail, telegram,
cable telex, teletype, facsimile, Federal Express service or any other customary
means of communication addressed as follows:
If to Federal: Federal Express Corporation
Attn.: Manager - Aircraft Component
Vendor Management
0000 Xxxxxxxxxx
Xxxxxxx, Xxxxxxxxx 00000-0000
If to Hawker: Hawker Pacific, Inc.
Attn.: Landing Gear Business Unit
Sales Manager
00000 Xxxxxxx Xxx
Xxx Xxxxxx, XX 00000
With a copy to: Federal Express Corporation
Attn.: Manager, Aviation Procurement
Material & Service Contracts
3101 Tchulahoma
Xxxxxxx, Xxxxxxxxx 00000-0000
or to such other persons or addresses as may be specified by either party. The
effective date of any notice or request given in connection with this
Agreement shall be the date on which it is received by the addressee.
27
SECTION 23.02. ASSIGNMENT. This Agreement shall inure to the benefit
of and be binding upon each of the parties and their respective
successors and assigns, but neither the rights nor the duties of either
party under this Agreement may be voluntarily assigned, in whole or in
part, without the prior written consent of the other party, which consent shall
not be unreasonably withheld, provided that Federal may, without consent, assign
this Agreement to any of its affiliates or subsidiaries.
SECTION 23.03. SECTION HEADINGS AND CAUTIONS. All section headings
and captions used in this Agreement are for convenient reference and
shall not affect the interpretation of this Agreement.
SECTION 23.04. EXHIBITS. All Exhibits described in this Agreement
shall be deemed to be incorporated herein and made a part of this Agreement,
except that if there is any inconsistency between this Agreement and the
provisions of any Exhibit, the provisions of this Agreement shall control.
SECTION 23.05. APPLICABLE LAW AND DISPUTE RESOLUTION. This
Agreement shall be deemed entered into within and shall be governed by and
interpreted in accordance with the laws of the State of Tennessee.
SECTION 23.06. AMENDMENTS. Except as otherwise specifically provided,
this Agreement shall not be modified except by written agreement signed on
behalf of Federal and Hawker by their respective authorized representatives.
SECTION 23.07. ENTIRE AGREEMENT. This Agreement supersedes all prior
understandings, representations negotiations and correspondence between the
parties and constitutes the entire Agreement between the parties with respect to
the transaction contemplated herein and shall not in any manner be supplemented,
amended or modified by any course of dealing, course of performance or usage of
trade or by any other means except by a written instrument executed on
behalf of the parties by their duly authorized officers.
SECTION 23.08. LEGALITY OF PROVISIONS. If any provision of this Agreement
shall be held to be invalid, illegal or unenforceable, the validity, legality
and enforceability of the remaining provisions shall not in any way be
affected or impaired thereby.
SECTION 23.09. NO WAIVER. The failure of either party at any time to
require performance by the other of any provision of this Agreement shall in no
way affect that party's right thereafter to enforce such provisions, nor shall
the waiver by either party of any breach of any provision of this Agreement be
taken or held to be a waiver of any further breach of the same provision
or any other provision.
SECTION 23.10. VALIDITY OF AGREEMENT. This Agreement shall not be valid
nor binding upon Federal or Hawker unless it shall have been executed by an
officer of Federal and Hawker and legally approved as
28
evidenced by the signature of Federal's attorney in the space provided.
SECTION 23.11. FINANCIAL INFORMATION. Hawker agrees to provide to
Federal, upon request by Federal, within one hundred twenty (120) days after
the end of each fiscal year of Hawker, a financial statement, prepared in
accordance with generally accepted accounting principles and audited by an
independent, certified public accountant. In addition, Hawker agrees to
provide to Federal, from time to time, any other financial information as
Federal may reasonably request.
SECTION 23.12. NOTIFICATION OF RELOCATION Hawker agrees to notify
Federal within thirty (30) days after making a decision to relocate its
facilities.
SECTION 23.13. SALE OF MATERIALS TO HAWKER. Hawker may purchase from
Federal, by no later than twelve (12) months after the execution date of this
Agreement, all landing gear parts and assemblies offered for sale by Federal.
Price and quantity will be negotiated at the time of purchase. Federal will
provide to Hawker all records for the material being offered for sale, including
traceability back to the OEM and total times and cycles since new for
all life limited components, prior to the purchase of any of the material from
Federal by Hawker. Hawker will not purchase obsolete or unserviceable
material or parts. FURTHER, ALL SALES MADE UNDER THIS SECTION 23.13 SHALL BE
"WHERE IS, AS IS" WITH NO WARRANTIES WHATSOEVER, EITHER EXPRESS OR IMPLIED
(EXCEPT AS TO TITLE), AND FEDERAL EXPRESSLY DISCLAIMS ANY IMPLIED
WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
IN WITNESS WHEREOF, the parties do hereby execute this Agreement as of the
day and year first above written.
HAWKER PACIFIC, INC. FEDERAL EXPRESS CORPORATION
BY: /s/ XXXXX X. XXXXXX BY: [Illegible]
----------------------------- ---------------------------
TITLE: President TITLE: VP-Aircraft Maintenance
-------------------------- ------------------------
("Hawker") ("Federal")
APPROVED
AS TO LEGAL FORM
[Illegible] 8/4/94
------------------
LEGAL DEPT.
[Illegible]
--------------------
Concurrence & Title
Managing Director
Vendor Maintenance
Operator
1
EXHIBIT 1
to that certain
Maintenance Services Agreement
between
Federal Express Corporation
('Federal')
and
Hawker Pacific Inc.
('Hawker')
Dated ________ 1994
-------------------------------------------------------------------------------
DESCRIPTION OF EQUIPMENT
A) 727-100 161LB Landing Gear Assembly, consisting of:
NOMENCLATURE PART NUMBER
NLG Assy B27-32-014-01
NLG Drag Brace Assy B27-32-012-01
NLG Drag Brace Pin Assy B27-32-013-01
RH/MLG Gear Assy B27-32-017-06
RH/MLG Side Strut Assy B27-32-015-02
RH/MLG FWD Trunnion Bearing Assy B27-32-016-02
RH/MLG Actuator Beam Assy 00-00000-00
LH/MLG Gear Assy B27-32-017-05
LH/MLG Side Strut Assy B27-32-015-01
LH/MLG FWD Trunnion Bearing Assy B27-32-016-01
LH/MLG Actuator Beam Assy 00-00000-00
B) 727-100 170LB Landing Gear Assembly, consisting of:
NOMENCLATURE PART NUMBER
NLG Assy B27-32-014-01
NLG Drag Brace Assy B27-32-012-01
NLG Drag Brace Pin Assy B27-32-013-01
RH/MLG Gear Assy B27-32-017-02
RH/MLG Side Strut Assy B27-32-015-02
RH/MLG FWD Trunnion Bearing Assy B27-32-016-02
RH/MLG Actuator Beam Assy 00-00000-00
LH/MLG Gear Assy B27-32-017-01
LH/MLG Side Strut Assy B27-32-015-01
LH/MLG FWD Trunnion Bearing Assy B27-32-016-01
LH/MLG Actuator Beam Assy 00-00000-00
C) 727-2OO 191LB Landing Gear Assembly, consisting of:
NOMENCLATURE PART NUMBER
NLG Assy B27-32-014-01
NLG Drag Brace Assy B27-32-012-01
2
NLG Drag Brace Pin Assy B27-32-013-01
RH/MLG Gear Assy B27-32-017-08
RH/MLG Side Strut Assy B27-32-015-06
RH/MLG FWD Trunnion Bearing Assy B27-32-016-04
RH/MLG Actuator Beam Assy 00-00000-00
LH/MLG Gear Assy B27-32-017-07
LH/MLG Side Strut Assy B27-32-015-05
LH/MLG FWD Trunnion Bearing Assy B27-32-016-03
LH/MLG Actuator Beam Assy 00-00000-00
D) 727-200 210LB Landing Gear Assembly, consisting of;
NOMENCLATURE PART NUMBER
NLG Assy B27-32-014-01
NLG Drag Brace Assy B27-32-012-01
NLG Drag Brace Pin Assy B27-32-013-01
RH/MLG Gear Assy B27-32-017-04
RH/MLG Side Strut Assy B27-32-015-04
RH/MLG FWD Trunnion Bearing Assy B27-32-016-04
RH/MLG Actuator Beam Assy 00-00000-00
LH/MLG Gear Assy B27-32-017-03
LH/MLG Side Strut Assy B27-32-015-03
LH/MLG FWD Trunnion Bearing Assy B27-32-016-03
LH/MLG Actuator Beam Assy 00-00000-00
E) DC10-10 Landing Gear Assembly, consisting of:
NOMENCLATURE PART NUMBER
NLG Assy D10-32-005-01
NLG Drag Brace Assy D10-32-006-01
LH/MLG Gear Assy D10-32-001-01
LH/MLG Side Brace Assy D10-32-002-01
RH/MLG Assy D10-32-001-02
RH/MLG Side Brace Assy D10-32-002-02
F) DC10-30 Landing Gear Assembly, consisting of:
NOMENCLATURE PART NUMBER
NLG Assy D10-32-005-02
NLG Drag Brace Assy D10-32-006-02
LH/MLG Gear Assy D10-32-001-03
LH/MLG Side Brace Assy D10-32-002-03
RH/MLG Assy D10-32-001-04
RH/MLG Side Brace Assy D10-32-002-04
CLG Assy D10-32-003-01
CLG Drag Brace Assy D10-32-004-01
1
EXHIBIT 2
to that certain
Maintenance Services Agreement
between
Federal Express Corporation
('Federal')
and
Hawker Pacific Inc.
('Hawker')
Dated________ 1994
-------------------------------------------------------------------------------
PRICING SCHEDULE
1. The fixed labor costs for Standard Overhaul Service including:
B727-100, B727-200, DC10-10 and DC10-30.
ASSEMBLY 727-100 727-200
A. NLG ASSY $ [*] $ [*]
B. NLG DRAG BRACE ASSY $ [*] $ [*]
C. NLG DRAG PIN ASSY $ [*] $ [*]
D. MLG ASSY L/H $ [*] $ [*]
E. MLG S/S ASSY L/H $ [*] $ [*]
F. MLG FWD TRN BRG ASSY L/H $ [*] $ [*]
G. MLG ACT BEAM L/H $ [*] $ [*]
H. MLG ASSY R/H $ [*] $ [*]
I. MLG S/S ASSY R/H $ [*] $ [*]
J. MLG FWD TRN BRG ASSY R/H $ [*] $ [*]
K. MLG ACT BEAM R/H $ [*] $ [*]
LABOR TOTALS $ [*] $ [*]
DC10-10 DC 10-30
ASSEMBLY
A. NLG ASSY $ [*] $ [*]
B. NLG DRAG BRACE ASSY $ [*] $ [*]
C. MLG ASSY, L/H $ [*] $ [*]
D. MLG SIDE STRUT ASSY, L/H $ [*] $ [*]
E. MLG ASSY, R/H $ [*] $ [*]
F. MLG SIDE STRUT ASSY, L/H $ [*] $ [*]
G. CLG ASSY $ [*]
H. CLG DRAG BRACE ASSY $ [*]
LABOR TOTALS $ [*] $ [*]
2
2. The fixed labor costs for B727 Service Bulletins/Engineering Orders listed
in FEC Engineering Report 89-049 and DC10 Service Bulletins/Engineering
Orders listed in Engineering Report 94-025 are included in Attachment 1 &
2. It is understood that for the fixed labor cost will apply only if the
Service Bulletin/Engineering Order is accomplished and was not otherwise
previously complied with.
3. Not To Exceed costs for Services for 727-100 and 727-200.
ASSEMBLY 727-100 727-200
A. NLG ASSY $ [*] $ [*]
B. NLG DRAG BRACE ASSY $ [*] $ [*]
C. NLG DRAG PIN ASSY $ [*] $ [*]
D. MLG ASSY L/H $ [*] $ [*]
E. MLG S/S ASSY L/H $ [*] $ [*]
F. MLG FWD TRN BRG ASSY L/H $ [*] $ [*]
G. MLG ACT BEAM L/H $ [*] $ [*]
H. MLG ASSY R/H $ [*] $ [*]
I. MLG S/S ASSY R/H $ [*] $ [*]
J. MLG FWD TRN BRG ASSY R/H $ [*] $ [*]
K. MLG ACT BEAM R/H $ [*] $ [*]
LABOR TOTALS $ [*] $ [*]
Not To Exceed costs for Services for DC10-10 and DC10-30.
ASSEMBLY DC10-10 DC10-30
A. NLG ASSY $ [*] $ [*]
B. NLG DRAG BRACE ASSY $ [*] $ [*]
C. MLG ASSY, L/H $ [*] $ [*]
D. MLG SIDE STRUT ASSY, L/H $ [*] $ [*]
E. MLG ASSY, R/H $ [*] $ [*]
F. MLG SIDE STRUT ASSY, L/H $ [*] $ [*]
G. CLG ASSY $ [*]
H. CLG DRAG BRACE ASSY $ [*]
LABOR TOTALS $ [*] $ [*]
4. B727-100
A.) Bushings - Boeing Part Number Bushings will be priced at the
Boeing spare parts catalog price less [*] percent [*]
discount.
B.) Standard Replacement Parts (SRPs) and Additive Material(s) will be
priced at Hawker's purchase order or contract price plus [*] percent
[*] handling charge but not to exceed the Manufacturer's Catalog
price unless authorized by Federal Express. A line item cap of $[*]
will apply to all material markups
3
noted herein. Federal Express shall pay all extraordinary freight
charges as mutually agreed to (including insurance, customs,
taxes, etc.) for components approved for purchase price
exceeds.$[*].
C.) Pricing Cap (Not to Exceed) per Landing Gear Shipset - Hawker shall
cap the invoice price of a B727-100 series Landing Gear shipset at
$[*]. The pricing cap shall be inclusive of all labor and
material charges, EXCLUDING: all parts which have a catalog unit price
of more than $[*] and also excludes:
1.) Replacement of obsolete components required to comply with
airworthiness directives, mandatory service bulletins and Federal
Express Engineering Specifications, excluding SRP items (that
would have been otherwise repairable) and;
2.) Replacement of missing or damaged components (not received
with the gear assembly) and required per Federal Build
Specification, excluding SRP items.
3.) Material required to support out-of-scope repair performed
at subcontractors will be priced at invoice plus ten percent
(10%) with a line item cap of $[*] on markup. Material required
for Service Bulletin compliance will be priced at acquisition
cost, not to exceed manufacturer's catalog price unless
authorized by Federal, plus [*] percent [*], except for Boeing
Part Number bushings which will be priced in accordance with
paragraph A. A line item cap of $[*] will apply to all
material markups noted herein.
Note: Should Hawker elect to perform Out-of Scope repairs on
those parts under $[*], those cost exceeding the Pricing Cap
will not be charged to Federal.
D.) Pricing Cap (Not to Exceed) per Landing Gear Leg - Hawker shall cap
the invoice price of Nose and Main Landing Gear Legs for B727-100
aircraft as follows:
1.) Nose Landing Gear Leg is comprised of the Nose Landing Gear
Assembly, NLG Drag Brace Assembly and NLG Drag Brace Pin Assembly and
will be capped at $[*].
a.) NLG Drag Brace Pin $[*]
b.) NLG Drag Brace Assembly $[*]
c.) NLG Assembly $[*]
2.) Main Landing Gear Leg is comprised of the Main Landing Gear
Assembly, MLG Side Strut Assembly, MLG Actuator Beam Assembly, MLG FWD
Trunnion Bearing Support and will be capped at $[*]
a.) MLG Actuator Beam $[*]
b.) MLG Trunnion Fitting $[*]
c.) MLG Side Strut Assembly $[*]
d.) MLG Assembly $[*]
5. B727-200
A.) Bushings - Boeing Part Number Bushings will be priced at the Boeing
spare parts catalog price less [*] percent [*] discount.
4
B.) Standard Replacement Parts (SRPs) and Additive Material(s) will be
priced at Hawker's purchase order or contract price plus [*] percent
[*] handling charge but not to exceed the Manufacturer's Catalog
price unless authorized by Federal Express. A line item cap of $[*]
will apply to all material markups noted herein. Federal Express shall
pay all extraordinary freight charges as mutually agreed to (including
insurance, customs, taxes, etc.) for components approved for purchase
price exceeds $[*].
C.) Pricing Cap (Not to Exceed) per Landing gear Shipset - Hawker shall
cap the invoice price of a B727-200 series Landing Gear shipset at
$[*]. The pricing cap shall be inclusive of all labor and
material charges, EXCLUDING: all parts which have a catalog unit price
of more than $[*] and also excludes:
1.) Replacement of obsolete components required to comply with
airworthiness directives, mandatory service bulletins and Federal
Express Engineering Specifications, excluding SRP items (that would
have been otherwise repairable) and;
2.) Replacement of missing or damaged components (not received with
the gear assembly) and required per Federal Build Specification,
excluding SRP items.
3.) Material required to support out-of-scope repair performed at
subcontractors will be priced at invoice plus [*] percent [*] with a
line item cap of $[*] on markup. Material required for Service
Bulletin compliance will be priced at acquisition cost, not to exceed
manufacturer's catalog price unless authorized by Federal, plus [*]
percent [*], except for Boeing Part Number bushings which will be
priced in accordance with paragraph A. A line item cap of $[*] will
apply to all material markups noted herein.
Note: Should Hawker elect to perform Out-of Scope repairs on those
parts under $[*], those cost exceeding the Pricing Cap will not
be charged to Federal.
D.) Pricing Cap (Not to Exceed) per Landing Gear Leg - Hawker shall cap
the invoice price of Nose and Main Landing Gear Legs for B727-200
aircraft as follows:
1.) Nose Landing Gear Leg is comprised of the Nose Landing Gear
Assembly, NLG Drag Brace Assembly and NLG Drag Brace Pin Assembly and
will be capped at $[*].
a.) NLG Drag Brace Pin $[*]
b.) NLG Drag Brace Assembly $[*]
c.) NLG Assembly $[*]
2.) Main Landing Gear Leg is comprised of the Main Landing Gear
Assembly, MLG side Strut Assembly, MLG Actuator Beam Assembly, MLG FWD
Trunnion Bearing Support and will be capped at $[*].
a.) MLG Actuator Beam $[*]
b.) MLG Trunnion Support $[*]
c.) MLG Side Strut Assembly $[*]
5
d.) MLG Assembly $[*]
6. DC10-10
A.) Bushings - Xxxxxxx Part Number Bushings will be priced at the
Xxxxxxx spare parts catalog price less [*] percent [*]
discount.
B.) Standard Replacement Parts (SRPs) and Additive Material(s) will be
priced at Hawker's purchase order or contract price plus [*] percent
[*] handling charge but not to exceed the Manufacturer's Catalog
price unless authorized by Federal Express. A line item cap of
$[*] will apply to all material markups noted herein. Federal
Express shall pay all extraordinary freight charges as mutually agreed
to (including insurance, customs, taxes, etc.) for components approved
for purchase price exceeds $[*].
C.) Pricing Cap (Not to Exceed) per Landing Gear Shipset - Hawker shall
cap the invoice price of a DC10-10 Landing Gear shipset at
$[*]. The pricing cap shall be inclusive of all labor and
material charges, EXCLUDING: all parts which have a catalog unit price
of more than $[*] and also excludes:
1.) Replacement of obsolete components required to comply with
airworthiness directives, mandatory service bulletins and Federal
Express Engineering Specifications, excluding SRP items (that would
have been otherwise repairable) and;
2.) Replacement of missing or damaged components (not received with
the gear assembly) and required per Federal Build Specification,
excluding SRP items.
3.) Material required to support out-of-scope repair performed at
subcontractors will be priced at invoice plus [*] percent [*] with a
line item cap of $[*] on markup. Material required for Service
Bulletin compliance will be priced at acquisition cost, not to exceed
manufacturer's catalog price unless authorized by Federal, plus [*]
percent [*], except for Xxxxxxx Part Number bushings which will be
priced in accordance with paragraph A. A line item cap of $[*] will
apply to all material markups noted herein.
Note: Should Hawker elect to perform Out-of Scope repairs on those
parts under $[*], those cost exceeding the Pricing Cap will not
be charged to Federal.
D.) Pricing Cap (Not to Exceed) per Landing Gear Leg - Hawker shall
cap the invoice price of Nose and Main Landing Gear Legs for
DC10-10 aircraft as follows:
1.) Nose Landing Gear Leg is comprised of the Nose Landing Gear
Assembly and NLG Drag Brace Assembly and will be capped at $[*]
a.) NLG Drag Brace Assembly $[*]
b.) NLG Assembly $[*]
2.) Main Landing Gear Leg is comprised of the Main Landing Gear
Assembly and MLG Side Brace Assembly and will be capped at $[*]
6
a.) MLG Side Brace Assembly $[*]
b.) MLG Assembly $[*]
7. DC10-30
A.) Bushings - Xxxxxxx Part Number Bushings will be priced at the Xxxxxxx
spare parts catalog price less [*] percent [*] discount.
B.) Standard Replacement Parts (SRPs) and Additive Material(s) will be
priced at Hawker's purchase order or contract price plus [*] percent
[*] handling charge but not to exceed the Manufacturer's Catalog
price unless authorized by Federal Express. A line item cap of
$[*] will apply to all material markups noted herein. Federal
Express shall pay all extraordinary freight charges as mutually agreed
to (including insurance, customs, taxes, etc.) for components approved
for purchase price exceeds $[*].
C.) Pricing Cap (Not to Exceed) per Landing Gear Shipset - Hawker shall
cap the invoice price of a DC10-30 Landing Gear shipset at
$[*]. The pricing cap shall be inclusive of all labor and
material charges, EXCLUDING: all parts which have a catalog unit price
of more than $[*] and also excludes:
1.) Replacement of obsolete components required to comply with
airworthiness directives, mandatory service bulletins and Federal
Express Engineering Specifications, excluding SRP items (that would
have been otherwise repairable) and;
2.) Replacement of missing or damaged components (not received with
the gear assembly) and required per Federal Build Specification,
excluding SRP items.
3.) Material required to support out-of-scope repair performed at
subcontractors will be priced at invoice plus [*] percent [*] with a
line item cap of $[*] on markup. Material required for Service
Bulletin compliance will be priced at acquisition cost, not to exceed
manufacturer's catalog price unless authorized by Federal, plus [*]
percent [*], except for Xxxxxxx Part Number bushings which will be
priced in accordance with paragraph A. A line item cap of $[*] will
apply to all material markups noted herein.
Note: Should Hawker elect to perform Out-of Scope repairs on those
parts under $[*], those cost exceeding the Pricing Cap will not
be charged to Federal.
D.) Pricing Cap (Not to Exceed) per Landing Gear Leg - Hawker shall cap
the invoice price of Nose, Center and Main Landing Gear Legs for
DC10-30 aircraft as follows:
1.) Nose Landing Gear Leg is comprised of the Nose Landing Gear
Assembly and NLG Drag Brace Assembly and will be capped at $[*]
a.) NLG Drag Brace Assembly $[*]
b.) NLG Assembly $[*]
7
2.) Center Landing Gear Leg is comprised of the Center Landing Gear
Assembly and CLG Drag Brace Assembly and will be capped at $[*].
a.) CLG Drag Brace Assembly $[*]
b.) CLG Assembly $[*]
3.) Main Landing Gear Leg is comprised of the Main Landing Gear
Assembly and MLG Side Brace Assembly and will be capped at $[*].
a.) MLG Side Brace Assembly $[*]
b.) MLG Assembly $[*]
8. Hawker will provide to Federal [*] volume discount on all labor over
$[*] per year.
9. Hawker will provide to Federal $[*] in credit at contract execution. A
credit memo will be issued at contract execution for application against
all outstanding and forthcoming invoices until the total credit is
consumed. The credit will be applicable to both the labor and material
portions of the invoice.
10. Hawker will provide to Federal $[*] in credits January 1, 1996. A
credit memo will be issued January 1, 1996 for application against all
outstanding and forthcoming invoices until the total credit is consumed.
The credit will be applicable to both the labor and material portions of
the invoice.
11. Worked performed on hydraulic and accessory components at either Hawker or
Dunlop facilities will be billable to Federal at $[*]/hr. Accessory
components are those components, excluding landing gear structural
components (e.g., inner and outer cylinders, truck assemblies, brace
members, etc.) which are mechanical, electro-mechanical, hydro-mechanical,
or pneumatics in nature and are not identified in Federal's Engineering
Report 83-005.
12. Labor prices are subject to review on an annual basis, but no sooner than
thirty days prior to the anniversary date of the contract. Labor price
changes will be mutually agreed to and limited to no greater than the
annual change posted in the "Producer Price Index, Table 5, Aircraft parts
and auxiliary equipment SIC 3728, Aircraft landing gear for civilian
aircraft product code 3728-242" for the period one year prior to the
anniversary of this agreement.
13. Hawker will provide a complete data package with the Standard Overhaul
Services and such package is included within the fixed prices set forth
above.
14. All Parts delivered to Federal in the State of California shall be subject
to current sales tax. The prices for Parts set forth above are inclusive of
taxes from all other jurisdictions.
15. Field Repair Services and additional Services shall be performed at a labor
rate of $[*] per hour for the duration of this agreement.
16. It is agreed by Federal and Hawker that while every effort has been made to
clearly identify all required SRPs and Bushings, that the final
determination of those requirements will be based on the configuration of
the Equipment provided by Federal. Hawker will provide Federal with an
exact listing of all parts used in meeting the requirements of the stated
Attachments.
8
17. Hawker will not charge Federal any exchange fees associated with the
exchange of B727 or DC10 Equipment, Components, or Parts for the duration
of this Agreement.
18. Hawker will extend to Federal like pricing for labor and material markup
charges for MD11 overhauls and repairs as offered for the DC10-30. The Not
To Exceed guarantee will not apply until mutually agreed upon.
19. Non scheduled work for A300 and A310 aircraft will be invoiced at $[*]
per hour and the material markup will be at a mutually agreed to rate.
ATTACHMENT 1
[LOGO]
AIRCRAFT LANDING GEAR
MAINTENANCE / OVERHAUL PROGRAM
EXHIBIT E - ITEM 4
SERVICE BULLETIN LABOR COST
FEC ENG REPORT 89-049 (B727)
Prepared Especially for
FEDERAL EXPRESS CORP.
by
HAWKER PACIFIC, INC.
SUBMITTAL DATE - OCTOBER 27, 1993
VOLUME 6 OF 9
EXHIBIT E
PARAGRAPH 4
B727 SERVICE BULLETINS
FEC Eng Report 89-040
BULLETIN NUMBER PART/BULLETIN DESCRIPTION LABOR COST
B727 MLG ASSEMBLY - ACCOMPLISH FULLY
A. SPOILER LOCKOUT CRANK
32-39 Fabricate Channel/Finger $ [*]
32-185 Not Accomplished-Attrition only NOT QUOTED
32-226 Replace Crank P/N 00-00000-0 $ [*]
B. TRUNNION LINK
32-21 Superseded by SB 32-114 NOT QUOTED
32-114 Install AI-Ni-Bronze Bushings-100 INCLUDED IN X/X
00-000 Xxxxxxx XX-Xx-Xxxxxx Xxxxxxxx-000 INCLUDED IN O/H
32-194 Spline rework-only as required $ [*]
32-239 Drag Strut lug inspection-N/0 INCLUDED IN O/H
C. OUTER CYLINDER
32-153 Inspect Trunnion Support O.D. INCLUDED IN 0/H
32-179 Machine Lube Fitting Hole $ [*]
32-214 Inspect Trunnion Support O.D. INCLUDED IN 0/H
32-230 Inspect Trunnion Support O.D. INCLUDED IN 0/H
00-000 Xxxxxx Plate Metering Pin Hole INCLUDED IN 0/H
32-287 Requires FEC Eng Approval NOT QUOTED
E. SHOCK STRUT INTERNAL PARTS
32-1 Drill Metering Pin-3 Places $ [*]
32-108 Modify Metering Pin Piston $ [*]
32-148 Normal Overhaul INCLUDED IN 0/H
32-156 Normal Overhaul INCLUDED IN 0/X
00-000 Xxxxxxx Xxxxxxx /split bearing $ [*]
32-260 Fabricate-Segment, P/N EAL327-8060 $ [*]
F. DRAG STRUT AND ATTACH
32-145 Install Nameplate-N/0 INCLUDED IN X/X
00-000 Xxxxxx Plate Trunnion Lug faces INCLUDED IN 0/H
32-165 Do Not Accomplish NOT QUOTED
32-258 Replace Fuse Bolt-N/O INCLUDED IN 0/H
Page 1 of 9
EXHIBIT E
Paragraph 4
B727 SERVICE BULLETINS
FEC Eng Report 89-049
B727 MLG ASSEMBLY - ACCOMPLISH FULLY
G. HYDRAULIC INSTL
32-35 Do Not Accomplish NOT QUOTED
32-66 Normal Overhaul INCLUDED IN O/H
31-71 Normal Overhaul INCLUDED IN O/H
32-80 Replace Hose INCLUDED IN X/X
00-000 Xxxxxx Xxxxxxxx INCLUDED IN O/H
00-000 Xx attrition only NOT QUOTED
H. ELECTRICAL INSTL
32-28 Not Applicable NOT QUOTED
32-48 Normal Overhaul INCLUDED IN O/H
32-81 Not Required NOT QUOTED
I. MISCELLANEOUS
32-15 Not Required NOT QUOTED
32-59 Not Required NOT QUOTED
32-107 Not Required NOT QUOTED
32-193 Not Required NOT QUOTED
32-236 Do Not Accomplish NOT QUOTED
32-250 Inspect/Modify Rod $ [*]
32-273 Verify Serial Numbers INCLUDED IN O/H
32-274 Machine Lube Fitting holes-Pin Assy $ [*]
32-285 Not Required-Not applicable to FEC A/C NOT QUOTED
32-291 Wing Door Act Rod $ [*]
32-297 Inspect Axle Sleeves-N/0 INCLUDED IN X/X
00-000 Not Required NOT QUOTED
page 2 of 9
EXHIBIT E
Paragraph 4
B727 SERVICE BULLETINS
FEC Eng Report 89-049
B727 MLG SIDE BRACE - ACCOMPLISH FULLY
A. MLG SIDE BRACE ASSEMBLY
32-79 Modify Lwr Segment-Replace Plug $ [*]
32-123 Install Placard INCLUDED IN X/X
00-000 Superseded by SB 32-157 NOT QUOTED
32-157 Install Lube Fitting INCLUDED IN X/X
00-000 Install Fibroid Bushings INCLUDED IN X/X
00-000 Xxxxxxx Xxxxxxx on Universal INCLUDED IN X/X
00-000 Xxxxxxx Xxxx Xxxxxxxx-Xxx Segment/Nut $ [*]
32-308 Verify Serial Number-P/N 69-15357 INCLUDED IN O/H
32 338 Only when required-See FEC OHM $ [*]
32-341 Ref: FEC EO 7-3210-7-4308 INCLUDED IN O/H
Page 3 of 9
EXHIBIT E
Paragraph 4
B727 SERVICE BULLETINS
FEC Eng Report 89-049
B727 MLG FWD BRG ASSY - ACCOMPLISH FULLY
A. MLG FWD TRUNNION BRNG ASSY
57-42 Superseded by SB 57-132 NOT QUOTED
57-61 Normal Overhaul INCLUDED IN O/H
57-86 Superseded by SB 57-132 NOT QUOTED
57-74 Normal Overhaul INCLUDED IN X/X
00-000 Do Not Accomplish NOT QUOTED
57-132 Normal Overhaul INCLUDED IN 0/H
Page 4 of 9
EXHIBIT E
Paragraph 4
B77 SERVICE BULLETINS
FEC Eng Report 89-049
B727 MLG ACTUATOR -- BEAM ACCOMPLISH FULLY
A. MLG ACTUATOR BEAM ASSEMBLY
32-169 Machine Chamfer-C-Attach Lug $ [*]
32-274 Chrome Plate Faces-Install Bushings INCLUDED IN O/H
32-321 Install Bushings INCLUDED IN O/H
Page 5 of 9
EXHIBIT E
Paragraph 4
B727 SERVICE BULLETINS
FEC Eng Report 89-049
B727 NLG Assembly - ACCOMPLISH FULLY
A. STEERING CYLINDERS AND ATTACH
32-49 Inspect-Normal Overhaul INCLUDED IN O/H
32-88 Ultrasonic Inspection not required INCLUDED IN O/H
32-124 Bearing replacement-Normal Overhaul INCLUDED IN O/H
32-135 On attrition only INCLUDED IN O/H
32-141 Inspect-Normal Overhaul INCLUDED IN O/H
32-255 Install VTB01 580 INCLUDED IN O/H
B. STEERING METERING VALVE
32-84 Bypass Valve Installation INCLUDED IN O/H
32-88 Swivel Installation INCLUDED IN O/H
32-198 Lap Assy replacement-if necessary NOT QUOTED
32-244 Not Required-Return as Received INCLUDED IN O/H
C. TORQUE LINK AND ATTACH
32-16 Replace Rivet & Cam $ [*]
32-58 Replace Locking Cam $ [*]
32-69 Normal Overhaul INCLUDED IN O/H
32-70 Normal Overhaul INCLUDED IN X/X
00-000 Xxxxxx Xxxxxxxx INCLUDED IN X/X
00-000 Xxxxxx Xxxxxxxx INCLUDED IN X/X
00-000 Not Required NOT QUOTED
D. DOOR OPERATOR HARDWARE
32-12 Not Applicable to FEC A/C NOT QUOTED
32-36 Not Applicable to FEC A/C NOT QUOTED
32-119 Not Required NOT QUOTED
32-278 Drill Lube Fitting holes $ [*]
E. NLG STEERING COLLAR
32-63 Modify Lube Fitting Holes $ [*]
32-70 Normal Overhaul INCLUDED IN X/X
00-000 X/X-Xxxxx Weight Collar Only NOT QUOTED
Page 6 of 9
EXHIBIT E
PARAGRAPH 4
B727 SERVICE BULLETINS
FEC ENG REPORT 89-049
B727 NLG ASSEMBLY - ACCOMPLISH FULLY (CONT.)
F. ELECTRICAL HARNESS
32-31 Replace Bracket INCLUDED IN O/H
32-47 Remove Centering Switch INCLUDED IN O/H
32-78 Superseded by SB 32-110 NOT QUOTED
32-110 Normal Overhaul INCLUDED IN X/X
00-000 Xxxxxx Xxxxxxxx INCLUDED IN X/X
00-000 Xxxxxx Xxxxxxxx INCLUDED IN O/H
32-310 Normal Overhaul INCLUDED IN O/H
G. MISCELLANEOUS
32-13 Normal Overhaul INCLUDED IN O/H
32-24 Normal Overhaul INCLUDED IN O/H
32-27 Normal Overhaul INCLUDED IN O/H
32-40 Machine Slots in Upper Cam $ [*]
32-59 Do Not Accomplish NOT QUOTED
32-65 Normal Overhaul INCLUDED IN O/H
32-72 Machine Slots in Upper Nut $ [*]
32-77 Normal Overhaul INCLUDED IN O/H
32-89 Normal Overhaul INCLUDED IN X/X
00-000 Xxxxxx Xxxxxxxx INCLUDED IN X/X
00-000 Xxxxxx Xxxxxxxx INCLUDED IN X/X
00-000 Xxxxxx Xxxxxxxx INCLUDED IN X/X
00-000 Xxxxxx Xxxxxxxx INCLUDED IN X/X
00-000 Xxxxxx Xxxxxxxx INCLUDED IN X/X
00-000 Xxxxxx Xxxxxxxx INCLUDED IN X/X
00-000 Xxxxxx Xxxxxxxx INCLUDED IN O/H
32-344 Normal Overhaul INCLUDED IN O/H
Page 7 of 9
EXHIBIT E
PARAGRAPH 4
B727 SERVICE BULLETINS
FEC ENG REPORT 89-049
B727 NLG DRAG BRACE ASSY - ACCOMPLISH FULLY
A. NLG DRAG BRACE ASSEMBLY
32-105 Normal Overhaul INCLUDED IN X/X
00-000 Inspect for clearance $ [*]
32-173 Normal Overhaul INCLUDED IN X/X
00-000 Xxxxxx Xxxxxxxx INCLUDED IN X/X
00-000 Not Required NOT QUOTED
32-225 Machine lube fitting holes-Pin Assy $ [*]
32-270 Normal Overhaul INCLUDED IN O/H
32-276 Assembly Parts Replacement $ [*]
Page 8 of 9
EXHIBIT E
PARAGRAPH 4
B727 SERVICE BULLETINS
FEC ENG REPORT 89-049
B727 NLG DRAG BRACE PIN - ACCOMPLISH FULLY
A. NLG DRAG BRACE PIN-ASSEMBLY
32-210 Normal Overhaul INCLUDED IN X/X
00-000 Inspect for clearance NOT QUOTED
Charges applicable only if Service Bulletins are required
Page 9 of 9
ATTACHMENT 2
[LOGO]
HAWKER PACIFIC
AIRCRAFT LANDING GEAR
MAINTENANCE / OVERHAUL PROGRAM
EXHIBIT E - ITEM 4
SERVICE BULLETIN LABOR COST
FEC ENG REPORT 94-025 (DC10)
Prepared especially for
FEDERAL EXPRESS CORP.
by
HAWKER PACIFIC, INC.
SUBMITTAL DATE - OCTOBER 27, 1993
VOLUME 9 OF 9
EXHIBIT E
PARAGRAPH 4
DC10-10/30 SERVICE BULLETINS
FEC ENG REPORT 94-025
BULLETIN NUMBER PART/BULLETIN DESCRIPTION LABOR COST
DC10-10 MLG SHOCK STRUT - ACCOMPLISH FULLY
32-30 REF ONLY NOT QUOTED
32-60 REBOUND VALVE $ [*]
32-116 CYLINDER LUBE FITTING NOT QUOTED
00-000 XXX XXXXX XXXXXXX HOUSING $ [*]
00-000 XXX XXXXX XXXXXXX $ [*]
32-182 RETAINER BOLT $ [*]
32-191 REBOUND VALVE $ [*]
DC10-30 MLG SHOCK STRUT - ACCOMPLISH FULLY
32-60 REBOUND VALVE $ [*]
32-110 UPPER BEARING INCLUDED IN O/H
32-147 LOWER BEARING HOUSING $ [*]
32-161 LOWER BEARING $ [*]
00-000 XXXXXXXX BOLT $ [*]
32-191 UPPER BEARING $ [*]
00-000 XXXXXX INSPECT INCLUDED IN 0/H
32-207 - DO NOT INCORPORATE - NOT QUOTED
DC10-10 MLG TRUCK BEAM ASSY - ACCOMPLISH FULLY
32-7 AXLE SLEEVE & NUT NOT QUOTED
32-45 TRIM CYL REPLACE INCLUDED IN O/H
32-48 TRIM CYL TORQUE NOT QUOTED
32-118 AXLE SLEEVE $ [*]
32-127 TRIM CYL (ALL) $ [*]
32-135 TRUCK BEAM (REF) NOT QUOTED
32-137 TRUCK BEAM (MANDATORY) $ [*]
DC10-30 MLG TRUCK BEAM ASSY - ACCOMPLISH FULLY
32-118 AXLE SLEEVE $ [*]
32-124 AXLE BUSHING RETAINER $ [*]
32-127 TRIM CYL $ [*]
32-136 TRUCK BEAM (REF) NOT QUOTED
32-137 TRUCK BEAM (MANDATORY) $ [*]
Page 1 of 7
EXHIBIT E
PARAGRAPH 4
DC10-10/30 SERVICE BULLETINS
FEC ENG REPORT 94-025
BULLETIN NUMBER PART/BULLETIN DESCRIPTION LABOR COST
DC10-10 MLG ELECTRICAL CONDUIT - ACCOMPLISH FULLY
00-0 XX-XXXXX "XX" XXXXXX NOT QUOTED
32-34 CONDUIT CHAFE GUARD NOT QUOTED
32-63 CONDUIT CHAFING NOT QUOTED
00-000 XXXXXXXX CLAMPS NO CHARGE
32-153 CONDUIT REPLACE NO CHARGE
32-163 BRACKET REPLACE NOT QUOTED
32-186 BRAKE TEMP/TIRE MONITER SYSTEM NOT QUOTED
DC10-30 MLG ELECTRICAL CONDUIT - ACCOMPLISH FULLY
32-63 CONDUIT CHAFFING $ [*]
00-000 XXXXXXXX CLAMPS NO CHARGE
32-153 CONDUIT REPLACE NO CHARGE
32-163 BRACKET REPLACE NOT QUOTED
32-186 BRAKE TEMP/TIRE MONITER SYSTEM NOT QUOTED
DC10-10 MLG HYDRAULIC (LESS TRIM CYL) - ACCOMPLISH FULLY
32-4 RELOCATE BRAKE HOSE NOT QUOTED
32-27 MODIFY SWIVEL GLAND NOT QUOTED
32-50 MODIFY BRAKE HOSE NOT QUOTED
32-66 INSTALL BRAKE RETURN ACCUMULATORS TBD
32-113 SHIELD TRIM CYLINDER NO CHARGE
32-134 AS MANIFOLD SHIELD NO CHARGE
32-143 PIPE SHIELD $ [*]
32-174 REMOVE BRAKE RET ACCUM $ [*]
DC10-30 MLG HYDRAULIC (LESS TRIM CYL) - ACCOMPLISH FULLY
32-50 MODIFY BRAKE HOSE NOT QUOTED
32-113 SHIELD TRIM CYLINDER NO CHARGE
32-134 AS MANIFOLD SHIELD NO CHARGE
32-143 PIPE SHIELD $ [*]
32-180 INSTALL PHASE IV "AS" SYSTEM NOT QUOTED
32-180 INSTALL PHASE IV "AS" SYSTEM NOT QUOTED
Page 2 of 7
EXHIBIT E
PARAGRAPH 4
DC10-10/30 SERVICE BULLETINS
FEC ENG REPORT 94-025
BULLETIN NUMBER PART/BULLETIN DESCRIPTION LABOR COST
DC10-10 MLG MISC - ACCOMPLISH FULLY
32-77 BUMPER PAD NOT QUOTED
00-000 XXXXXXXX SPACER $ [*]
57-78 FWD TRUNNION BOLT NO CHARGE
DC10-30 MLG MISC - ACCOMPLISH FULLY
31-77 BUMPER PAD $ [*]
00-000 XXXXXXXX SPACER $ [*]
57-82 FWD TRUNNION BOLT NO CHARGE
Page 3 of 7
EXHIBIT E
PARAGRAPH 4
DC10-10/30 SERVICE BULLETINS
FEC ENG REPORT 94-025
BULLETIN NUMBER PART/BULLETIN DESCRIPTION LABOR COST
DC10-10 NLG SHOCK STRUT - ACCOMPLISH FULLY
32-15 LOWER STATIC SEAL NOT QUOTED
00-00 XXXXX XXXXXXX XXXX XXXXXX NOT QUOTED
32-28 SHOCK STRUT CYLINDER NOT QUOTED
32-47 ID PLATE REPLACEMENT NOT QUOTED
32-99 UPPER & LOWER BEARING TBD
32-85 GLAND NUT RETNR PLATE NO CHARGE
32-114 STEERING CAMS $ [*]
DC10-30 NLG SHOCK STRUT - ACCOMPLISH FULLY
32-99 UPPER & LOWER BEARING TBD
32-85 GLAND NUT RETNR PLATE NO CHARGE
32-114 STEERING CAMS $ [*]
DC10-30 NLG ELECTRICAL - ACCOMPLISH FULLY
23-21 INSTALL FLIGHT INTERPHONE XXXX NOT QUOTED
00-00 XXXXXXXX NLG INT PHONE JK TBD
DC10-30/30 NLG HYDRAULIC - ACCOMPLISH FULLY
32-14 STEERING GLAND SEALS (-10 ONLY) NOT QUOTED
32-112 STEERING CYL COVER NO CHARGE
32-142 STEERING CYL CAP (-30 ONLY) NO CHARGE
32-154 STEERING CYL GLANDS/PINS NO CHARGE
DC10-10/30 NLG MISC - ACCOMPLISH FULLY
32-8 STEERING GUARD CABLE NOT QUOTED
00-00 XXXXX XXXXXX LINK NOT QUOTED
32-36 NLG PARTS (NOT HEAT TREATED PROPERLY) NOT QUOTED
32-43 GROUND SENSOR STRUT NOT QUOTED
32-69 STEERING CABLE ROUTING TBD
32-104 STEERING COLLAR CLAMP-UP BUSHING TBD
32-105 STEERING CABLE TBD
32-146 STEERING COLLAR PIN TBD
32-197 STEERING CYLINDER ROD END BOLT TBD
Page 4 of 7
EXHIBIT E
PARAGRAPH 4
DC10-10/30 SERVICE BULLETINS
FEC ENG REPORT 94-025
BULLETIN NUMBER PART/BULLETIN DESCRIPTION LABOR COST
DC10-10 NLG DRAG BRACE - ACCOMPLISH FULLY
32-3 LOWER DRAG LINK NOT QUOTED
32-9 UPPER DRAG LINK NOT QUOTED
00-00 XXXXX XXXX LINK NOT QUOTED
32-51 UPPER DRAG LINK NOT QUOTED
32-62 UPPER DRAG LINK NOT QUOTED
DC10-30 NLG DRAG BRACE - ACCOMPLISH FULLY
32-31 UPPER LOCK LINK TBD
Page 5 of 7
EXHIBIT E
PARAGRAPH 4
DC10-10/30 SERVICE BULLETINS
FEC ENG REPORT 94-025
BULLETIN NUMBER PART/BULLETIN DESCRIPTION LABOR COST
DC10-10 MLG SIDE BRACE - ACCOMPLISH FULLY
32-44 DOWNLOCK ACTUATOR BRACKET $ [*]
00-000 XXXXXXXX XXXXXX & XXX $ [*]
00-000 XXXXX XXXX XXXXX & FITTING $ [*]
DC10-30 MLG SIDE BRACE - ACCOMPLISH FULLY
32-44 DOWNLOCK ACTUATOR BRACKET $ [*]
00-000 XXXXXXXX XXXXXX & XXX $ [*]
00-000 XXXXX XXXX XXXXX $ [*]
00-000 XXXXX XXXX XXXXX & FITTING $ [*]
Page 6 of 7
EXHIBIT E
PARAGRAPH 4
DC10-10/30 SERVICE BULLETINS
FEC ENG REPORT 94-025
BULLETIN NUMBER PART/BULLETIN DESCRIPTION LABOR COST
DC10-30 CLG SHOCK STRUT - ACCOMPLISH FULLY
32-32 SHOCK STRUT PRESSURE GAGE NOT QUOTED
32-39 UPPER & LOWER BEARING & ADAPTER NOT QUOTED
32-73 PRESSURE GAGE LABEL NO CHARGE
32-100 GRAVEL SHIELD NO CHARGE
32-107 UPPER & LOWER BRNG ADAPT $ [*]
32-123 PRESS GAGE MANIFOLD NO CHARGE
32-144 PRESS GAGE RELOCATE NO CHARGE
32-157 REPLACE PRESS GAGE MANIFOLD NO CHARGE
32-160 LOWER BEARING REPLACE NO CHARGE
32-189 LOWER BEARING MOD $ [*]
32-192 CYL INSPECT/RPL UPR BRG $ [*]
DC10-30 CLG HYDRAULIC - ACCOMPLISH FULLY
32-87 BRAKE HOSE IDENTIFICATION NO CHARGE
32-144 PIPE RELOCATION NO CHARGE
DC10-30 CLG ELECTRICAL - ACCOMPLISH FULLY
32-186 BRAKE TEMP MONITER NOT QUOTED
Page 7 of 7
1
EXHIBIT 3
to that certain
Maintenance Services Agreement
between
Federal Express Corporation
('Federal')
and
Hawker Pacific Inc.
('Hawker')
Dated 1994
---------------
--------------------------------------------------------------------------------
EXHIBIT 3 shall consist of the following 100% Replacement Parts and Standard
Bushings List:
Aircraft Type: Volume:
------------- ------
B727-161K VOLUME 2 OF 9
B727-170K VOLUME 3 OF 9
B727-191K VOLUME 4 OF 9
B727-210K VOLUME 5 OF 9
DC10-10 VOLUME 7 OF 9
DC10-30 VOLUME 8 OF 9
