EXHIBIT 10.21
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
CONFIDENTIAL PORTIONS HAVE BEEN REDACTED AND ARE DENOTED BY {***}. THE
CONFIDENTIAL PORTIONS HAVE BEEN SEPARATELY FILED WITH THE SECURITIES AND
EXCHANGE COMMISISON.
AGREEMENT
BETWEEN
ROLLS-ROYCE AERO ENGINE SERVICES LIMITED
AND
MIDWAY AIRLINES CORPORATION
RELATING TO REPAIR AND OVERHAUL OF
ROLLS-XXXXX XXX ENGINES
THIS AGREEMENT is made this 10th day of May 1996
BETWEEN
ROLLS-ROYCE AERO ENGINE whose registered office is at Moor Lane.
SERVICES LIMITED Xxxxx, XX00 0XX, Xxxxxxx on its own behalf
and as agent on behalf of ROLLS-ROYCE plc
(hereinafter called "RRAES") of the first
part,
AND
MIDWAY AIRLINES CORPORATION whose registered office is at 000 Xxxx Xxxxxx
Xxxxxx, Xxxxx 0000 Xxxxxx, Xxxxx Xxxxxxxx,
XXX, 00000 (hereinafter called "MIDWAY") of
the second part.
WHEREAS
A. MIDWAY has acquired certain ROLLS-XXXXX XXX engines for use by MIDWAY in
Fokker 100 aircraft manufactured by Fokker BV.
B. ROLLS-ROYCE and MIDWAY have entered into a Warranty Agreement reference
CE117 incorporated in Fleet Support Agreement reference ISE dated _______
which is hereinafter called the "WARRANTY".
C. MIDWAY desires that RRAES shall undertake certain WORK on TAY engines used
in the operation of its aircraft.
NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:
INDEX
RECITALS
Clause 1 Definitions
Clause 2 Exclusion of Other Terms and Previous Understandings
Clause 3 Subject of Contract
Clause 4 Delivery
Clause 5 Standard
Clause 6 Charges
Clause 7 Payment
Clause 8 Turn Round Time and Delay in Delivery
Clause 9 General Provisions
Clause 10 Warranty and Liability
Clause 11 Patents
Clause 12 Additional Levies
Clause 13 Assignment
Clause 14 Termination
Clause 15 Amendment
Clause 16 Conflict
Clause 17 Notices
Clause 18 Headings
Clause 19 Survival
Clause 20 Law
Appendix 'A' Description and List of Engines
Appendix 'B' Planned Operating Parameters
Appendix 'C' Aircraft Lease Periods
INDEX
RECITALS
Clause 1 Definitions
Clause 2 Exclusion of Other Terms and Previous Understandings
Clause 3 Subject of Contract
Clause 4 Delivery
Clause 5 Standard
Clause 6 Charges
Clause 7 Payment
Clause 8 Turn Round Time and Delay in Delivery
Clause 9 General Provisions
Clause 10 Warranty and Liability
Clause 11 Patents
Clause 12 Additional Levies
Clause 13 Assignment
Clause 14 Termination
Clause 15 Amendment
Clause 16 Conflict
Clause 17 Notices
Clause 18 Headings
Clause 19 Survival
Clause 20 Law
Appendix 'A' Description and List of Engines
Appendix 'B' Planned Operating Parameters
Appendix 'C' Aircraft Lease Periods
Clause 1 DEFINITIONS
In this AGREEMENT unless the context otherwise requires:
1.1 "ENGINES" shall mean all the ROLLS-ROYCE engines listed and
described in Appendix 'A' to this AGREEMENT.
1.2 "PART" shall mean any part of an ENGINE acquired from
ROLLS-ROYCE or from a source approved by ROLLS-ROYCE.
1.3 "SUPPLIES" shall mean ENGINES, PARTS and any other items of
associated equipment delivered to RRAES by MIDWAY.
1.4 "RUNNING TIME" shall mean the number of hours flown by an
ENGINE as logged under the standards and procedures employed
by MIDWAY at the date of this AGREEMENT and acceptable to the
Federal Aviation Authority.
1.5 "TAKE-OFFS" shall mean the number of take-offs by an ENGINE as
logged under the standards and procedures employed by MIDWAY
at the date of this AGREEMENT and acceptable to the Federal
Aviation Authority.
1.6 "FLIGHT CYCLE" shall mean one operation of an ENGINE to
achieve one aircraft take-off and subsequent landing.
1.7 "ENGINE MANAGEMENT PROGRAMME" shall mean Midway's approved
Engine Management Programme which may be amended from time to
time by Midway and Rolls-Royce in accordance with any
applicable laws and regulations. This programme will define
the Engineering responsibilities and practices.
1.8 "SCHEDULED OVERHAUL" shall mean the WORK required in an
Overhaul Base following the removal of an ENGINE, PART or
assembly of PARTS to comply with the ENGINE MANAGEMENT
PROGRAMME and such other WORK as may then be necessary to
enable such ENGINE, PART or assembly of PARTS to be released
for further operation in service.
1.9 "UNSCHEDULED OVERHAUL" shall mean work other than SCHEDULED
OVERHAUL which is required when an ENGINE, PART or assembly of
PARTS has become unserviceable and which enables such ENGINE,
PART or assembly of PARTS to be released for further operation
in service.
1.10 "OVERHAUL" shall mean SCHEDULED OVERHAUL or UNSCHEDULED
OVERHAUL as the case may be.
Clause 1 DEFINITIONS (Continued)
1.11 "REPAIR" shall mean work other than OVERHAUL which is required
when an ENGINE, PART or assembly of PARTS has become
unserviceable and which is necessary to render the ENGINE,
PART or assembly of PARTS serviceable such that it can
continue in service.
1.12 "WORK" shall mean OVERHAUL, REPAIR or any other work in
respect of which in each case RRAES accepts orders from MIDWAY
pursuant to this Agreement.
1.13 "OVERHAUL BASE" shall mean the Overhaul Base stipulated by
RRAES from time to time during the period of this AGREEMENT.
1.14 "AIRCRAFT LEASE PERIOD" shall mean the period of lease of each
aircraft as detailed in Appendix 'C'.
Clause 2 EXCLUSION OF OTHER TERMS AND PREVIOUS UNDERSTANDINGS
2.1 This AGREEMENT contains the only provisions governing REPAIR
or OVERHAUL of SUPPLIES and shall apply to the exclusion of
any other provisions on or attached to or otherwise forming
part of any order form of MIDWAY or any acknowledgement or
acceptance by RRAES or of any other document which may be
issued by either party relating to REPAIR or OVERHAUL of
SUPPLIES.
2.2 The parties have negotiated this AGREEMENT on the basis that
its provisions represent their entire agreement relating to
REPAIR or OVERHAUL by RRAES of SUPPLIES. This AGREEMENT shall
supersede all representations, agreements, statements and
understandings made prior to the execution of this AGREEMENT
whether orally or in writing relating to REPAIR or OVERHAUL by
RRAES of SUPPLIES. The parties further agree that neither of
them has placed any reliance whatsoever on any such
representations, agreements, statements or understandings
other than those expressly incorporated in this AGREEMENT.
Clause 3 SUBJECT OF CONTRACT
3.1 The parties hereto agree that RRAES will carry out REPAIR or
OVERHAUL described in clauses 6.2.1 through 6.2.5 to all
ENGINES and PARTS which develop a requirement for OVERHAUL or
an OVERHAUL BASE REPAIR during the AIRCRAFT LEASE PERIOD and
which are delivered to the OVERHAUL BASE not later than 30
(thirty) days after expiry of that period.
Clause 4 DELIVERY
4.1 MIDWAY will deliver ENGINES and PARTS requiring REPAIR or
OVERHAUL to the OVERHAUL BASE at its own expense.
4.2 MIDWAY will not later than the time of delivery of ENGINES and
PARTS pursuant to Sub-clause 4.1 above, also deliver to RRAES
the completed ENGINE Log Book (or such other Log Book as may
be applicable).
4.3 MIDWAY will notify RRAES in writing at least 1 (one) week
before the time for re-delivery of its instructions as to the
marking and shipping of the SUPPLIES after notification from
RRAES of scheduled redelivery.
4.4 Following WORK, RRAES will re-deliver SUPPLIES to MIDWAY fas
(Incoterms 1990) Great Britain port or any other destination
in Great Britain as specified by MIDWAY.
4.5 A sufficient number of packing cases, stands and
transportation parts for use in transporting SUPPLIES to and
from the OVERHAUL BASE shall be procured and maintained in
usable condition by MIDWAY at MIDWAY'S expense.
Clause 5 STANDARD
5.1 Unless otherwise mutually agreed, RRAES will carry out WORK on
SUPPLIES in accordance with the ENGINE MANAGEMENT PROGRAMME in
a professional and workmanlike manner.
5.2 Unless otherwise agreed, RRAES will carry out REPAIRS or
OVERHAULS to the modification standard generally recommended
by ROLLS-ROYCE for ENGINES of the same type and model as the
ENGINES.
Clause 6 CHARGES
6.1 In respect of RUNNING TIME and TAKE-OFFS of the ENGINES during
the period of this AGREEMENT, MIDWAY shall pay to RRAES: (as
adjusted in accordance with the provisions of sub-clause 6.6)
multiplied by the RUNNING TIME of the ENGINES.
6.1.1 an amount equal to {***} United States Dollars for the
period 01 September 1995 to 31 August 1997 (24 payments)
6.1.2 an amount equal to {***} United States Dollars for the
period 01 September 1997 to 31 May 1999 (21 payments)
6.2 The Basic Charges under clause 6.1 above are in consideration
of RRAES undertaking to carry out:
6.2.1 SCHEDULED OVERHAULS, and
6.2.2 REPAIRS and UNSCHEDULED OVERHAULS arising from failures
of ENGINES and PARTS caused by the breakdown or
deterioration of the ENGINES or PARTS due to defects in
design, material or workmanship in the manufacture,
REPAIR or OVERHAUL of the ENGINE or PART, and;
6.2.3 REPAIRS and UNSCHEDULED OVERHAULS arising from failures
of ENGINES and PARTS caused by the breakdown or
deterioration of the ENGINES or PARTS due to foreign
object damage.
6.2.4 REPAIRS arising from the introduction of Mandatory
Modifications required by RRAES and/or airworthiness
directives issued by any applicable governmental
authority.
6.2.5 REPAIRS and OVERHAULS arising from ENGINE removals
generally recommended by ROLLS-ROYCE with respect to the
same type and model of ENGINE as the ENGINES.
6.3 MIDWAY shall pay RRAES at the RRAES normal commercial rates
current at the date of presentation of RRAES invoice for
REPAIRS and UNSCHEDULED OVERHAULS arising from failures of
ENGINES and PARTS due to causes outside the reasonable control
of RRAES including but not limited to failures of ENGINES and
PARTS, which:
6.3.1 have been caused by MIDWAY'S failure to operate an
ENGINE in accordance with the procedures laid down in
Appendix 'D' to the WARRANTY, or
6.3.2 have been caused by misuse, negligence, improper
operation or failures due to negligent foreign object
damage.
Clause 6 CHARGES (Continued)
6.3.3 have been caused by MIDWAY failure to properly store,
install, maintain, utilise or pack for transport such
ENGINE and /or PART in accordance with the then current
RRAES written recommendations, or
6.3.4 have been caused by the primary breakdown or
deterioration of any constituent or component which was
not acquired by MIDWAY from RRAES or through channels
specifically approved in writing by ROLLS-ROYCE, unless
such constituent or component PART was installed by
RRAES.
6.4 With the exception of the obligation provided for in Clause
10.5, RRAES shall not be liable for any expenses, costs or
liabilities sustained in connection with the removal of an
ENGINE or PART from, or the replacement in an aircraft or the
removal of a PART from, or the replacement in an ENGINE other
than those sustained by RRAES in carrying out REPAIRS and
OVERHAULS pursuant to this AGREEMENT at the OVERHAUL BASE.
6.5 In respect of PARTS supplied pursuant to sub-clause 5.4 above,
MIDWAY shall pay RRAES at the RRAES commercial prices and
rates current at the installation of such PARTS.
6.6 The Basic Charges shown in sub-clause 6.1 are based on 1995
values and will be subject to annual variation prospectively
on 01 September 1996 and each 01 September thereafter in
accordance with the formula:
C = Co (0.35L +0.65P )
-- --
Lo Po
Where C = The charge per hour of RUNNING TIME or the
charge per TAKE-OFF as the case may be.
Co = Basic charge per hour of RUNNING TIME or the
basic charge per TAKE-OFF as the case may be.
Lo = All employees: By Industry for Mechanical
Engineering (Table 5.3) "Index Number of
Average Earnings" published by the British
Government for the month of February 1995.
L = The corresponding Index Number published for
the month of February preceding the year for
which the adjustment is to be made.
Clause 6 CHARGES
6.6 (Continued)
P = The Index of Rolls-Xxxxx Xxx Parts Prices
current on 01 September for the year for
which the adjustment is to be made relative
to the Base Prices as at 01 September 1995.
Po = The index relative to the Base Level of
Rolls-Xxxxx Xxx Parts as at 01 September
1995, ie 100.
If the indices herein specified be discontinued or should the
basis of their calculations be modified proper and
substantially equivalent indices shall be substituted by
mutual agreement of the parties.
6.7 It is understood that the charges specified in sub-clause 6.1
above have been calculated with regard to the overall
operation of the ENGINES by MIDWAY as detailed in Appendix
'B'.
In the event that MIDWAY should take any action or any event
should occur which is reasonably likely to materially change
the overall operation of the ENGINES such that the basis upon
which such charges were calculated no longer remains the same,
including without limitation the sale or other disposition of
any of the ENGINES or the use of the ENGINES on routes other
than as described in Appendix 'B', then RRAES may at its
discretion reasonably revise the charges specified in
sub-clause 6.1 in accordance with its customary standards.
Clause 7 PAYMENT
7.1 Within ten days of the end of each month of operation of the
ENGINES, MIDWAY will supply to RRAES a certified statement of
actual RUNNING TIME and TAKE-OFFS by ENGINE serial number for
the previous month.
7.2 Payment of charges pursuant to clause 6.1:
7.2.1 shall be made in US Dollars within 14 days of the end of
the month to which the charges apply and for any amount
due pursuant to clause 6.3 or 6.5 within 14 days of
redelivery of the ENGINE or PART concerned.
Clause 7 PAYMENT (Continued)
7.2.2 which became due prior to signature of this AGREEMENT
shall be made on 1996, subject to the deduction of an
amount equal to the engine maintenance reserve paid by
Midway to the aircraft lessors at that date.
7.3 Subject to Clause 12 below, MIDWAY undertakes that RRAES shall
receive in the United Kingdom, the full amount of payments
falling due under this AGREEMENT without any withholding or
deduction whatsoever.
7.4 All payments under clause 7.3 above shall be made by
telegraphic transfer to the following address:
National Westminster Bank plc
Overseas Branch
LONDON
for telephone credit to:
Rolls-Royce CD Account Number
000-0-00000000
at 15 Bishopsgate Office
Clause 8 TURN ROUND TIME AND DELAY IN DELIVERY
8.1 Subject to sub-clause 8.2 below and provided MIDWAY delivers
ENGINES and if the WORK is to be performed on a PART, then
such PART to the OVERHAUL BASE for WORK at a reasonably
consistent rate, RRAES will carry out WORK in accordance with
the following turn round times which will commence when the
ENGINE or PART reaches the OVERHAUL BASE and which will end
when such ENGINE or PART is available fully prepared for
despatch ex-works at the OVERHAUL BASE.
8.1.1 ENGINES returned for REPAIR or OVERHAUL not requiring
defect investigation - 8 (eight) weeks.
8.1.2 ENGINES returned for REPAIR or OVERHAUL due to unusual
failures requiring defect investigation or life
development purposes - 10 (ten) weeks.
8.1.3 ENGINES returned for REPAIR not requiring disassembly of
any MODULE - 4 (four) weeks.
8.1.4 PARTS returned for REPAIR or OVERHAUL - to be quoted by
RRAES on request.
Clause 10 WARRANTY AND LIABILITY (Continued)
10.4 The following Notional Warranty benefits will be applied for
the purposes of sub-clause 6.1 hereof:
10.4.1 In respect of all PARTS incorporated in the course of
WORK pursuant to this AGREEMENT, the WARRANTY shall
apply subject to all the provisions contained therein.
10.4.2 Subject to the 'Governing Conditions' section of the
WARRANTY, if it is shown to the reasonable satisfaction
of RRAES that before the expiration of twelve months
from the date of redelivery or within six months or
1,500 hours flown from the date of installation of an
ENGINE or PART into an aircraft, whichever is the
sooner, a defect, deficiency, failure, malfunction or
failure to function shall have become apparent in an
ENGINE or PART due in all or in part to the use by
RRAES of faulty workmanship during the last REPAIR or
OVERHAUL then RRAES shall REPAIR such ENGINE OR part
and grant MIDWAY a 100% credit against the REPAIR
costs.
10.5 In the event of a valid WARRANTY claim, RRAES will be
responsible for reasonable charges incurred by MIDWAY for
removal, installation and transportation from and to MIDWAY'S
base in Raleigh, North Carolina, USA for ENGINES removed
pursuant to clause 10.4 above.
Clause 11 PATENTS
11.1 Subject to the conditions set out in this Xxxxxx 00, XXXXX
shall indemnify MIDWAY against any claim that the use by
MIDWAY of any of the PARTS supplied hereunder infringes any
patent, design or model duly granted or registered provided,
however, that RRAES shall not be liable to MIDWAY for any
consequential damages or any loss of use of such PARTS or of
the ENGINE or aircraft in which such PARTS may be incorporated
arising as a result directly or indirectly of any such claim.
11.2 MIDWAY will give immediate notice in writing to RRAES of any
such claim whereupon RRAES shall have the right at its own
expense to assume the defence of or to dispose of or to settle
such claim in its sole discretion and MIDWAY will give RRAES
all reasonable assistance and will not by any act or omission
do anything which may directly or indirectly prejudice RRAES
in this connection.
Clause 5 STANDARD (Continued)
5.3 MIDWAY shall have the right to appoint a representative at the
OVERHAUL BASE to consult with RRAES representatives with
respect to technical matters arising in the course of the WORK
to be performed by RRAES hereunder.
5.4 In the event that ENGINES are delivered to RRAES by MIDWAY
which do not contain each PART described in the Engine Receipt
List attached hereto as Part 1, Section 1 in Sub-clause 1.1
(Appendix 'A') above, then RRAES will advise MIDWAY of those
missing PARTS exceeding US Dollars 500 at the then current
RRAES Catalogue value and unless otherwise instructed by
MIDWAY, RRAES reserves the right to replace any missing PARTS
and shall be entitled to charge MIDWAY for the same at the
RRAES commercial prices and rates current at the date of
presentation of RRAES' invoice.
5.5 Any PARTS incorporated in the course of REPAIR or OVERHAUL
pursuant to this AGREEMENT shall be deemed to have been sold
to the owner of the SUPPLIES, and title to and risk of loss of
and damage to such PARTS subject to the terms of Clause 10
below, shall pass to the owner of the SUPPLIES upon
re-delivery of the SUPPLIES by RRAES to MIDWAY pursuant to
Sub-clause 4.4 above.
5.6 RRAES reserves the right at its sole discretion to fit new or
repaired replacement PARTS in the course of REPAIR or OVERHAUL
pursuant to this AGREEMENT at no additional cost to MIDWAY
unless pursuant to Clause 5.4 above. Such new or replacement
PARTS to be in as good operating condition, have substantially
similar hours available until the next SCHEDULED OVERHAUL and
have the same interchangeable modification standard. Title to
and risk of loss of or damage to any PARTS so replaced whether
scrap or repairable shall pass to RRAES upon removal from the
ENGINE or from the assembly of PARTS.
5.7 The REPAIR or OVERHAUL of SUPPLIES shall be deemed to have
been accepted by MIDWAY on its signature of the relevant
Release Note/Approved Certificate of Inspection. Such
acceptance shall not be deemed a waiver of any rights or
remedies of MIDWAY including without limitation any claim for
warranty under Clause 10 hereof.
Clause 8 TURN ROUND TIME AND DELAY IN DELIVERY (Continued)
8.2 In the event that the actual turn round time in respect of any
ENGINE exceeds the turn round time agreed pursuant to
Sub-clause 8.1 above (as such period may be extended pursuant
to Sub-clause 8.3 below) and MIDWAY is unable to operate an
aircraft due to such delay, RRAES will either provide a lease
engine subject to availability and waive any daily rental
charges or be responsible for charges incurred by MIDWAY for
the daily rental of a lease engine until such times as such
delayed ENGINE is returned to MIDWAY. Such responsibility for
charges incurred by MIDWAY will not exceed those generally
charged by Rolls-Royce Leasing Limited, provided that MIDWAY
proves that it has suffered such damage and provided that
MIDWAY makes claims hereunder within three (3) months after
redelivery.
8.3 If RRAES is hindered or prevented from carrying out WORK or
redelivering any of the SUPPLIES within the time for
re-delivery specified in Sub-clause 8.1 above by reason of:
8.3.1 any cause beyond the reasonable control of RRAES, or
8.3.2 fires or industrial disputes or introduction of
mandatory modifications,
the time for re-delivery shall be extended by a period equal
to the period during which the WORK or re-delivery shall have
been so hindered or prevented and provided RRAES uses its best
efforts to promptly complete the WORK, RRAES shall be under no
liability whatsoever in respect of such delay.
Clause 9 GENERAL PROVISIONS
9.1 MIDWAY shall keep records of ENGINE operation, maintenance,
RUNNING TIME and TAKE-OFFS and shall permit RRAES to inspect
such records. MIDWAY shall submit to RRAES each month a
certified statement of RUNNING TIME and TAKE-OFFS listed by
ENGINE serial number in respect of the previous month.
9.2 If any SUPPLIES delivered to RRAES are lost, destroyed or
damaged during the time between such delivery and return by
RRAES to MIDWAY then RRAES will either:
9.2.1 repair such damage free of charge, or
9.2.2 pay to MIDWAY the value of such SUPPLIES which has been
agreed between RRAES and MIDWAY provided that in the
absence of agreement the liability of RRAES shall not
exceed the original RRAES sale price of the SUPPLIES.
Clause 9 GENERAL PROVISIONS
9.2 (Continued)
provided always that RRAES will at MIDWAY'S request use its
best endeavours to provide an adequate replacement for any
such SUPPLIES lost or destroyed. In the event that a
replacement ENGINE is provided, such ENGINE shall be
substituted for the ENGINE lost or destroyed and Appendix 'A'
hereto shall be amended accordingly.
9.3 MIDWAY shall operate the ENGINES in accordance with the
Flexible Take-off Thrust Procedures as recommended by Fokker
BV.
Clause 10 WARRANTY AND LIABILITY
10.1 Subject to sub-clause 10.2 below in respect of all PARTS
incorporated in the course of OVERHAUL or REPAIR pursuant to
this or any other AGREEMENT or incorporate as spares in
service, the WARRANTY shall apply subject to all the
provisions contained therein.
10.2 MIDWAY shall not be entitled to receive any benefit whatsoever
whether by way of repair, replacement, parts cost allowance,
labour charges or otherwise under the WARRANTY in relation to
SCHEDULED OVERHAULS and any failures of ENGINES or PARTS which
are covered by the charges under sub-clause 6.1 above and are
specified in sub-clause 6.2 above, but save as expressly
provided above the WARRANTY shall remain in full force and
effect.
10.3 MIDWAY accepts that the express benefits provided to MIDWAY by
virtue of the charges under sub-clause 6.1 above, together
with the express remedies provided to MIDWAY in respect of the
SUPPLIES in accordance with this AGREEMENT and WARRANTY
represent the entire responsibility and liability of RRAES to
MIDWAY in respect of all terms, conditions and warranties
express or implied whether statutory or otherwise and any
other obligations and liabilities whatsoever of RRAES relating
to the OVERHAUL and REPAIR of SUPPLIES or any other goods or
services to be supplied pursuant to this AGREEMENT.
Clause 11 PATENTS (Continued)
11.3 RRAES shall have the right to substitute for any allegedly
infringing PARTS substantially equivalent non-infringing
PARTS.
11.4 The indemnity contained in Sub-clause 11.1 above shall not
apply to and RRAES shall have no liability in respect of
claims for infringement in respect of:
11.4.1 PARTS manufactured to the specific design instructions
of MIDWAY, or
11.4.2 PARTS not of RRAES design but RRAES shall, in the event
of any claim for infringement, pass on to MIDWAY so far
as it has the right to do so the benefits of any
indemnity given to RRAES by the designer, manufacturer
or supplier of such PARTS, or
11.4.3 the manner or method in which any of the PARTS is
installed in the aircraft, or
11.4.4 any combination of any of the PARTS with any item or
items other than PARTS.
Clause 12 ADDITIONAL LEVIES
12.1 Subject to Sub-clause 12.2 below RRAES shall pay all imposts,
duties, fees, taxes and other like charges levied by the
United Kingdom Government or any agency thereof in connection
with the OVERHAUL or REPAIR of ENGINES and PARTS prior to
their redelivery.
12.2 MIDWAY shall pay all other imposts, duties, fees, taxes and
other like charges levied by the United States of America or
any subdivision thereof.
Clause 13 ASSIGNMENT
Neither party may assign any of its rights or obligations hereunder
without the written consent of the other party except that:
13.1 RRAES may assign its rights to receive money hereunder and
13.2 RRAES reserves the right, in its discretion, to sub-contract
any part of the WORK required to be performed by it hereunder.
Clause 14 TERMINATION
If MIDWAY makes any agreement with creditors compounding debts,
enters into liquidation whether compulsory or voluntary (otherwise
than for the purpose of amalgamation or re-construction) becomes
insolvent, suffers a receiver of the whole or part of its assets to
be appointed, or commits a breach of any of its obligations under
this AGREEMENT (provided that, except in the case of breach in
respect of payment obligations, MIDWAY shall be allowed 30 (thirty)
days in which to remedy such breach) RRAES shall have the right,
without prejudice to its other rights or remedies:
14.1 to stop any REPAIR or OVERHAUL already commenced and to refuse
to commence any further REPAIR or OVERHAUL, and
14.2 to revise the charges under Sub-clause 6.1 to take account of
any cessation or change in the overall operation of the
ENGINES resulting from any of the events covered by this
Clause 14, and
14.3 to declare and require that notwithstanding Clause 7 above,
all amounts due on the date of termination referred to in
Sub-clause 6.1 shall become immediately due and payable.
Clause 15 AMENDMENT
This AGREEMENT shall not be amended in any way other than by
agreement in writing executed by the parties hereto after the date
of this AGREEMENT, which is expressly stated to amend this
AGREEMENT.
Clause 16 CONFLICT
In the event of any conflict or discrepancy between the Appendices
forming part of this AGREEMENT and any other part of this AGREEMENT,
then the latter shall prevail.
Clause 17 NOTICES
Any notice to be served pursuant to this AGREEMENT is to be sent by
registered post or by telex:
In the case of RRAES to:
Rolls-Royce Aero Engine Services Limited
Repair and Overhaul Manager - Spey and Tay
XXXX XXXXXXXX
Xxxxxxx X00 0XX
Xxxxxxxx
or such other place of business as may be notified in writing by
RRAES to MIDWAY from time to time.
In this case of MIDWAY to:
Midway Airlines Corporation
000 Xxxx Xxxxxx Xxxxxx
Xxxxx 0000
XXXXXX
Xxxxx Xxxxxxxx XXX 00000
for the attention of Vice President Maintenance
or such other place of business as may be notified in writing by
MIDWAY to RRAES from time to time.
Clause 18 HEADINGS
The clause `Headings' and the Index do not form part of this
AGREEMENT and shall not affect the interpretation of this AGREEMENT.
Clause 19 SURVIVAL
The provisions of Clauses 10, 15, 20 and 21 hereof shall survive and
continue to have effect after termination for any reason whatsoever
of this AGREEMENT or after this AGREEMENT becomes impossible of
performance or is otherwise frustrated.
Clause 20 LAW
This AGREEMENT shall be subject to and interpreted and construed in
accordance with the Laws of England.
IN WITNESS WHEREOF the parties hereto have caused this AGREEMENT to be entered
into on the day and year first before written.
For ROLLS-ROYCE AERO ENGINE /s/ Xxxx X. Xxxx
SERVICES LIMITED ------------------------------
In the presence of /s/ Xxxx Foeland
------------------------------
For MIDWAY AIRLINES CORPORATION /s/ Xxxxxxxx X. Xxxxxx
------------------------------
Senior Vice President
General Counsel
In the presence of /s/ Xxxxxx Xxxxx Jr.
------------------------------
APPENDIX 'A'
DESCRIPTION AND LIST OF THE ENGINES
APPENDIX 'A'
1. LIST OF ENGINES
The following RRAES Xxx Xx 650-15 ENGINES serially numbered:
17288
17289
17290
17291
17650
17651
17667
17668
A. DESCRIPTION OF ENGINES
Rolls-Xxxxx Xxx Mk 650-15 ENGINES
Description: Turbofan Engine incorporating a single fan and a three stage
intermediate compressor driven by a three stage turbine, a
twelve stage high pressure compressor driven by a two stage
turbine, and a turbo annular split combustion chamber
containing ten straight flow flame tubes and an internal
mixer unit.
MODULES
Each Engine comprises the following modules:
01 LP compressor
02 IP compressor
03 HP compressor
04 Combustion assembly and HP turbine
05 LP turbine
06 High speed gearbox
07 Intermediate casing
Together with these items the definitive basic specification includes the
following:
ENGINE RECEIPT LIST
TAY ENGINE
PART 1 SECTION 1
Item
Fig Number Description Qty ATA Ref
--- ------ ----------- --- -------
1 1 AFCR assembly 1 75-32-02
1 2 TCPL phial assembly 1 75-32-40
1 3 Micro switch and actuator 1 36-11-01
1 4 12th stage BV micro switch housing assy 1 75-32-33
1 5 12th stage air off-take cover 1 72-71-01
1 6 7th stage air off-take cover 1 72-71-01
1 7 Fuel temp transmitter 1 77-42-02
1 8 Oil cooler case assembly 1 79-22-01
1 9 Oil temperature transmitter 1 77-47-02
1 10 HP filter housing assembly 1 79-21-01
1 11 LP FWS assembly 1 73-34-01
1 12 Fuel filter assembly 1 73-11-03
1 13 LP tacho generator 1 77-43-01
2 14 Throttle relay lever transmitter 1 76-11-02
2 15 Fuel flow regulator 1 73-21-01
2 16 LP governor assembly 1 73-21-02
2 17 HP fuel shut-off valve assembly 1 73-11-07
2 18 AFC rpm signal transmitter assembly 1 75-32-20
2 19 Fuel diff pressure switch 1 77-42-03
2 20 HP fuel pump 1 73-11-05
2 21 Oil tank assembly 1 79-10-01
2 22 Oil tank level indicator 1 79-10-01
2 23 LP warning switch 1 79-32-01
2 24 Oil pressure trans assembly 1 77-47-01
2 25 Ejector pump unit 1 73-11-01
2 26 Fuel drain tank collector assembly 1 71-71-01
2 27 IDG surface oil cooler 1 24-13-01
2 28 Thermocouple terminal 1 77-45-03
2 29 Cooling air outlet switch assembly 1 75-21-02
2 30 Oil diff pressure switch 1 77-47-02
2 31 Oil diff pressure switch housing 1 77-47-02
2 32 Oil pump assembly 1 72-61-30
2 33 HP tacho generator 1 77-43-01
2 34 LP fuel pump assembly 1 73-11-04
2 35 Fuel inlet tube to LP fuel pump clamp assy 1 73-21-06
2 36 Fuel solenoid valve assembly 1 73-21-06
3 39 Engine rating, ID plug 1 72-71-03
3 40 Electrical harness 1 71-50-01
APPENDIX 'B'
PLANNED OPERATING PARAMETERS
PLANNED OPERATING PARAMETERS
Fleet Utilisation: A minimum of 92,000 FLIGHT HOURS in the
aggregate for all ENGINES during the
effective period of the AGREEMENT.
Stage Length: Average (take-off to touch down) of not less
than 1.30 hours.
Environment: East Coast and Mid-West North America for 90%
of FLIGHT HOURS of the ENGINES.
APPENDIX 'C'
AIRCRAFT LEASE PERIODS
AIRCRAFT LEASE PERIODS
Aircraft Designation Period of Lease
-------------------- ---------------
XXX 00000 24 August 1995 to 22 March 1999
MSN 11323 03 October 1995 to 30 November 1998
MSN 11321 13 November 1995 to 31 October 1998
MSN 11330 20 December 1995 to 03 May 1999
