EXHIBIT A
to
AIRCRAFT GENERAL TERMS AGREEMENT
AGTA-AAT
between
THE BOEING COMPANY
and
American Trans Air, Inc.
BUYER FURNISHED equipment provisions document
BUYER FURNISHED EQUIPMENT PROVISIONS DOCUMENT
1. General.
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Certain equipment to be installed in the Aircraft is furnished to
Boeing by Customer at Customer's expense. This equipment is designated "Buyer
Furnished Equipment" (BFE) and is listed in the Detail Specification. Boeing
will provide to Customer a BFE Requirements On-Dock/Inventory Document (BFE
Document) or an electronically transmitted BFE Report which may be periodically
revised, setting forth the items, quantities, on-dock dates and shipping
instructions relating to the in sequence installation of BFE as described in the
applicable Supplemental Exhibit to this Exhibit A in a purchase agreement at the
time of aircraft purchase.
2. Supplier Selection.
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Customer will:
2.1 Select and notify Boeing of the suppliers of BFE items by those dates
appearing in Supplemental Exhibit BFE1to the applicable purchase agreement at
the time of aircraft purchase.
2.2 Meet with Boeing and such selected BFE suppliers promptly after such
selection to:
2.2.1 complete BFE configuration design requirements for such BFE; and
2.2.2 confirm technical data submittal requirements for BFE certification.
3. Customer's Obligations.
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Customer will:
3.1 comply with and cause the supplier to comply with the provisions of the
BFE Document or BFE Report;
3.1.1 deliver technical data (in English) to Boeing as required to support
installation and FAA certification in accordance with the schedule provided by
Boeing or as mutually agreed upon during the BFE meeting referred to above;
3.1.2 deliver BFE including production and/or flight training spares and
BFE Aircraft Software to Boeing in accordance with the quantities and schedule
provided therein; and
3.1.3 assure that all BFE Aircraft Software is delivered in compliance with
Boeing's then-current Standards for Loadable Systems;
3.1.4 assure that all BFE parts are delivered to Boeing with appropriate
quality assurance documentation;
3.2 authorize Boeing to discuss all details of the BFE directly with the
BFE suppliers;
3.3 authorize Boeing to conduct or delegate to the supplier quality source
inspection and supplier hardware acceptance of BFE at the supplier location;
3.3.1 require supplier's contractual compliance to Boeing defined quality
assurance requirements, source inspection programs and supplier delegation
programs, including availability of adequate facilities for Boeing resident
personnel; and
3.3.2 assure that all BFE supplier's quality systems are approved to
Boeing's then current standards for such systems ;
3.4 obtain from supplier a non-exclusive, perpetual, royalty-free,
irrevocable license for Boeing to copy BFE Aircraft Software. The license is
needed to enable Boeing to load the software copies in (i) the aircraft's mass
storage device (MSD), (ii) media (e.g., diskettes, CD-ROMs, etc.), (iii) the BFE
hardware and/or (iv) an intermediate device or other media to facilitate copying
of the BFE Aircraft Software into the aircraft's MSD, BFE hardware and/or media,
including media as Boeing may deliver to Customer with the aircraft;
3.5 grant Boeing a license, extending the same rights set forth in
paragraph 3.4 above, to copy: a) BFE Aircraft Software and data Customer has
modified and/or b) other software and data Customer has added to the BFE
Aircraft Software;
3.6 provide necessary field service representation at Boeing's facilities
to support Boeing on all issues related to the installation and certification of
BFE;
3.7 deal directly with all BFE suppliers to obtain overhaul data,
provisioning data, related product support documentation and any warranty
provisions applicable to the BFE;
3.8 work closely with Boeing and the BFE suppliers to resolve any
difficulties, including defective equipment, that arise;
3.9 be responsible for modifying, adjusting and/or calibrating BFE as
required for FAA approval and for all related expenses;
3.10 assure that a proprietary information agreement is in place between
Boeing and BFE suppliers prior to Boeing providing any documentation to such
suppliers,
3.11 warrant that the BFE will comply with all applicable FARs and the U.S.
Food and Drug Administration (FDA) sanitation requirements for installation and
use in the Aircraft at the time of delivery. Customer will be responsible for
supplying any data and adjusting, calibrating, re-testing or updating such BFE
and data to the extent necessary to obtain applicable FAA and FDA approval and
shall bear the resulting expenses.
3.12 warrant that the BFE will meet the requirements of the Detail
Specification; and
3.13 be responsible for providing equipment which is FAA certifiable at
time of Aircraft delivery, or for obtaining waivers from the applicable
regulatory agency for non-FAA certifiable equipment.
4. Boeing's Obligations.
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Other than as set forth below, Boeing will provide for the installation
of and install the BFE and obtain certification of the Aircraft with the BFE
installed.
5. Nonperformance by Customer.
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If Customer's nonperformance of obligations in this Exhibit or in the
BFE Document causes a delay in the delivery of the Aircraft or causes Boeing to
perform out-of-sequence or additional work, Customer will reimburse Boeing for
all resulting expenses and be deemed to have agreed to any such delay in
Aircraft delivery. In addition Boeing will have the right to:
5.1 provide and install specified equipment or suitable alternate equipment
and increase the price of the Aircraft accordingly; and/or
5.2 deliver the Aircraft to Customer without the BFE installed.
6. Return of Equipment.
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BFE not installed in the Aircraft will be returned to Customer in
accordance with Customer's instructions and at Customer's expense.
7. Title and Risk of Loss.
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7.1 With respect to Aircraft manufactured in the State of Washington,
title to and risk of loss of BFE provided for such Aircraft will at all times
remain with Customer or other owner. Boeing will have only such liability for
BFE as a bailee for mutual benefit would have, but will not be liable for loss
of use.
7.2 With respect to Aircraft manufactured in the State of California,
Customer agrees to sell and Boeing agrees to purchase each item of BFE
concurrently with its delivery to Boeing. A reasonable shipset price for the BFE
shall be established with Customer. Customer and Boeing agree that the Aircraft
Price will be increased by the amount of said shipset price and such amount will
be included on Boeing's invoice at time of Aircraft delivery. Boeing's payment
for the purchase of each shipset of BFE from Customer will be made at the time
of delivery of the Aircraft in which the BFE is installed.
8. Interchange of BFE
To properly maintain Boeing's production flow and to preserve Boeing's
delivery commitments, Boeing reserves the right, if necessary, due to equipment
shortages or failures, to interchange new items of BFE acquired from or for
Customer with new items of the same part numbers acquired from or for other
customers of Boeing. Used BFE acquired from Customer or from other customers of
Boeing will not be interchanged.
9. Indemnification of Boeing.
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Customer hereby indemnifies and holds harmless Boeing from and against
all claims and liabilities, including costs and expenses (including attorneys'
fees) incident thereto or incident to successfully establishing the right to
indemnification, for injury to or death of any person or persons, including
employees of Customer but not employees of Boeing, or for loss of or damage to
any property, including any Aircraft, arising out of or in any way connected
with any nonconformance or defect in any BFE and whether or not arising in tort
or occasioned by the negligence of Boeing. This indemnity will not apply with
respect to any nonconformance or defect caused solely by Boeing's installation
of the BFE.
10. Patent Indemnity.
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Customer hereby indemnifies and holds harmless Boeing from and against
all claims, suits, actions, liabilities, damages and costs arising out of any
actual or alleged infringement of any patent or other intellectual property
rights by BFE or arising out of the installation, sale or use of BFE by Boeing.
11. Definitions.
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For the purposes of the above indemnities, the term "Boeing" includes
The Boeing Company, its divisions, subsidiaries and affiliates, the assignees of
each, and their directors, officers, employees and agents.
