Exhibit 10.18
COOPERATIVE CONTRACT
BETWEEN
CHINA NORTHERN AIRLINES
AND
U.S.PASCO INTERNATIONAL AVIATION CORP.
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COOPERATIVE CONTRACT
FOREWORD
In accordance with the "Law of the People's Republic of China for the
Sino- foreign Cooperative Enterprises" and other laws and regulations of China,
China Northern Airlines (hereafter referred to as "Party A") and U. S. Pasco
International Aviation Corp. (hereafter referred to as "Party B") signed the
cooperative contract of Shenyang Northern Aircraft Maintenance Engineering
Corporation (hereafter referred to as "the contract") in Shenyang, China on
February 28, 1996 an the principle of equality and mutual benefit to carry out
maintenance and repair fo avionics, instruments and accessaries of aircraft.
12. Definitions
(a) The "Constitution" means the constitution of the cooperative
enterprise.
(b) The "Board of Director" means the board of director of the
cooperative enterprise.
(c) China means the People's Republic of China.
(d) The "cooperative enterprise" means the facilities in Shenyang,
Liaoning Province, China invested jointly by both parties and permitted
specially by China Aviation Bureau.
(e) The "effective date" means the effective date of this contract
which is the date of this contract that is examined and approved by the
authority department.
(f) The "authority department" means China Civil Aviation Bureau.
(g) "Reminbi" or "RMB" means the legal currency of China.
(h) "US Dollars" or "US$"means the legal currency of the United States
of America.
13. Both parties of cooperation
Both parties of this contract are as follows:
Party A. China Northern Airlines
Registered Place: Shenyang, Liaoning Province, China
Legal person: Xxxxx Xxxxxxxx
Title: General Manager
Nationality: The People's Republic of China
Party B: U.S. Pasco International Aviation Corp.
Registered place: Florida, U.S.A.
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Legal person: Xxxxx Xxxxxx
Title: President
Nationality the United States of America
Declaration and guarantee of both parties
(a) Both parties are the legal persons who are organized and existing
according to the laws of establishment place.
(b) Both parties will not violate any arrangements or agreements
because of signing or performing this contract.
(c) Both parties and their representatives are legally authorized to
sign this contract.
14. Establishment of the cooperative enterprises
(a) Both parties agree to establish the cooperative enterprise in
accordance with the "Law of the People's Republic of China for the Sino-foreign
Cooperative Enterprise" and other laws and regulations of China as well as the
clauses of this contract. The legal person of the cooperative enterprise is
organized according to the laws of the People's Republic of China, and protected
and governed by China laws.
(b) The name of the cooperative enterprise is
____________________________ in Chinese and Shenyang Northern Aircraft
Maintenance Engineering Corporation in English.
The legal address of the cooperative enterprise is Taoxian Airport in
Shenyang, Liaoning Province, China.
(c) This contract is controlled the applicable laws, decrees,
regulations and rules of the People's Republic of China. If the Chinese
Government, the provincial governments or local governments give the cooperative
enterprise or either party or allow it to have the more advantageous treatment
than clauses in this contract with their new laws regulations and rules or in
other manners after this contract is signed, both parties and the cooperative
enterprise should cooperate and apply quickly for such treatment.
(d) The cooperative enterprise should be run as an independent and
profitable enterprise unless there is a special requirement and concrete
stipulations in this contract.
(e) The responsibilities of both parties for the cooperative enterprise
will depend upon the investment amount of each party. Both parties will share
profits and take any risk or loss according to the investment proportion. Within
thirty (30) days upon receipt of the approval certificate of the authority
department, the cooperative enterprise will be registered in Liaoning
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Provincial Industrial and Commercial Administration in accordance with the
registration stipulations of the People's Republic of China for enterprise's
legal person.
(f) The establishment date of the cooperative enterprise is the day
when Liaoning Provincial Industrial and Commercial Administration issues the
business license to the cooperative enterprise.
15. Purpose and scope
(a) The purpose of cooperation is to use the advanced maintenance
facilities that Party A and the advantages of Party B in sales of air materials
to establish the cooperative enterprise in Shenyang, China for maintaining and
repairing avionics, instruments and accessaries of aircraft in the world.
The cooperative enterprise should manage to bring satisfactory economical
'benefits to both parties.
(b) The business scope of the cooperative enterprise is to maintain and
repair aircraft parts,
16. Total investment and registered capital
(a) Total investment of the cooperative enterprise is US$ 4 million.
(b) The registered capital of Party A for the cooperative enterprise is
US$ 3 million, making up 75% of the total registered capital.
(c) The registered capital of Party B is US$ 1 million, making UP 25%.
For the additional funds that the cooperative enterprise requires, the
cooperative enterprise can obtain the loan from the financial organizations at
home and abroad. The management department of the cooperative enterprise should
with the help of both parties, finance the additional funds under the most
competitive condition. Both parties should give the guarantee according to their
investment proportion.
(d) Both parties should fund the registered capital as follows:
(1) Party A funds US$ 3 million including: 1.85 million or
production equipment; 0.8 million for technical documentation; 0.35 million for
air materials and spare parts.
(2) Party B funds US$ 1 million.
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(e) The investment amount of both parties must be assessed according to
the laws and regulations of China with the effective assessment report.
17. Duties of both parties
To execute this contract, both parties should undertake the following
responsibilities specified for each party.
(a) Party A's responsibility:
In addition to other responsibilities specified in this
contract, Party A should be responsible for the following things:
(1) According to the related stipulations of this contract pay
its investment amount within six months upon the issuance of the business
license.
(2) Help employees who are despatched by Party B to the
cooperative enterprise to get the necessary visa, work permit and traveling
formalities in China.
(3) Give the administrative support including but not limited
the Chinese managers, production and technician (including, translators and
other persons involved).
(4) Obtain the approval, permit and license from the competent
authorities in China.
(5) Help the cooperative enterprise go through the custom
procedures.
(6) Help the cooperative enterprise select machines,
equipment, components and parts inside or outside China with the most
competitive price.
(7) Provide the qualified person to accept the straining and
arrange these persons to operate the special equipment.
(8) Help the cooperative enterprise open the. foreign exchange
account and Reminbi account in the bank approved by China Bank and the National
Foreign exchange Administration and get the loan from China which is allowed by
the law.
(9) Help the cooperative enterprise get the necessary approval
for foreign exchange balance activity according to the law of the People's
Republic of China.
(10) Help the cooperative enterprise get the necessary
approval from the National Foreign exchange Administration for collecting the
foreign exchange from customers inside China because of maintenance and repair
services.
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(11) Give suggestions and renew the information on the basis
of the laws and regulations of the Chinese Government and local government,
which axe applicable for the management of the cooperative enterprise in order
to keep the cooperative enterprise following these laws and regulations.
(12) Being in charge of other matters entrusted by the
cooperative enterprise or designated in this contract.
(b) Party B's responsibilities:
In addition to other responsibilities specified in this contract, Party
B should be responsible for the followings:
(1) According to the related stipulations in this contract.
pay its investment amount within six months upon the issuance of the business
license.
(2) Provide foreign employees according to the requirements.
(3) Help the cooperative enterprise select machines,
equipment, components and parts inside or outside China with the most
competitive price.
(4) Undertake the international sales and market development
to ensure the cooperative enterprise to have the maximum maintenance volume.
(5) Help the cooperative enterprise apply for and get the
complete FAA permit within three years.
(6) Support the relative trainings both inside and outside
China.
(7) Be responsible for other matters entrusted by the
cooperative enterprise or designated in this contract.
(8) Both parties agree to maintain and repair all the
components and parts of aircrafts that China Northern Airlines free of charge
during the period of cooperation.
18. Board of Directors
(a) The Board of Directors should be established upon the date of
registration of the enterprise.
(b) The Board of Directors should be consisted of five directors. Four
of them should be nominated by Party A and one by Party B. The President should
be nominated by Party A and the Vice-president by Party B.
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(c) Director (including tile President and the Vice President) have
four (4) years' term of office. They can be reappointed by the original
nominator. Any vacant position of the Board of directors (including the
President and vice president) can be filled up by the original nominator.
(d) The president is the legal person of the cooperative enterprise. If
the President or any director cannot perform his (her) responsibility, He (she)
can authorize other person as his (her) representative.
(e) The Board of Directors should be the highest power organ that
discusses and decides all the important things about the cooperative enterprise.
The Board of Directors can authorize the general manager of the cooperative
enterprise to be responsible for some business. The board meeting should be held
at least twice a year on the date and in the place that both parties agree. The
board meeting may be a telephone meeting in the time and the manner agreed by
both parties. Two third (2/3) directors including director from Party B)
constitute the quorum of the boarding meeting. The Board of Directors can adopt
the resolution in the form of written mobile vote.
(f) The President should give the written notice thirty (30) days
before the meeting is held containing the subjects under discussion, time and
place. Such notice should be made both in Chinese and English and include the
detail agenda and all the related or necessary reports, documents and other
materials.
(g) In case of emergence, the President should use the fastest
telecommunication means to note directors the necessary action that the
cooperative enterprise needs to take and the time for such action. If he quorum
of the board meeting cannot be reached in the time when the cooperative
enterprise is allowed to take action because of emergent situation. both parties
can appoint a director respectively to give the written consent by fax
authorizing the management department of the cooperative enterprise to take
action. Afterwards, the Board of Directors should hold the board meeting in the
reasonable and possible time to adopt such action
(h) If any director cannot attend the board meeting for some reason, he
can appoint a representative in written form to attend the meeting and make a
vote. One representative can represent one or more directors. If one director
cannot attend the meeting and does not appoint a representative, he abstain from
voting.
(i) Directors of the cooperative enterprise should be paid by the
cooperative enterprise in accordance with the post. The cooperative enterprise
should pay such expenses as flight ticket, land communication and board and
lodging due to the 4 board meeting to directors and their representatives.
(j) Every director has one vote. When the affirmative vote and negative
vote for a resolution are the same, the President should have a final decision
vote.
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(k) The resolution concerning the following issues must 'be adopted
only when all the directors or their representatives at the meeting give the
affirmative vote:
(1) Revision of the constitution;
(2) Addition, reduction or transfer of the registered capital (except
clause 14 in this contract and adjustment of the investment proportion of both
parties;
(3) Termination, dismission and liquidation of the cooperative
enterprise;
(4) Transformation of surplus to capital increase which is outside the
requirement of China laws;
(5) Any guarantee provided by the cooperative enterprise;
(6) Suggestions upon profit distribution and payment which axe not made
by the maximum limit proved reasonably from surplus of previous period;
(7) Any agreement, trade and series agreement trade between the
cooperative enterprise and associated corporation of either party exceeding
200,000 US$ in value;
(8) Any important trade between any director,'senior staff or employee
in their own name or in the name of the third party and the cooperative
enterprises'.
(9) Reasonable arguments put forward by either party that suffers from
great or unfavourable influence due to any action that belongs the regular
business of the cooperative enterprise.
(l) The resolution concerning the following issues should be adopted
only if three (3) directors (at least including a director from Party B) give
the affirmative vote:
(1) The reserve fund that is used for the capital increase which is
outside of the requirement of China laws;
(2) The loan sum exceeding 100,000 US$ in any twelve (12) months in the
name of the cooperative enterprise;
(3) Approval of yearly budget and business plan;
(4) Great changes in the management organ;
(5) Establishment of branches;
(6) Change of legal address of the cooperative enterprise;
(7) Approval of the maintenance and. repair contract which is outside
the regular business scope of the cooperative enterprise;
(8) Appointment and disappointment of chartered auditor and lawer;
(9) Some services or some items of which expenditures exceed 100,000
US$;
(10) Suggestions upon profit distribution and payment by the maximum
limit reasonably proved by surplus of the previous period;
(11) Investigation. dispute and reconciliation of claim or lawsuit put
forward by noncooperative party; and the relative resolution made by the
cooperative enterprise for the important claim and lawsuit of non-cooperative
party;
(12) Any other matters that need the Board of Directors to make
resolution.
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(m) Every board meeting should be recorded and signed by directors or
their representatives attending to the meeting. The President should designate a
special person to make record both in Chinese and English. The record should be
submitted to the Headquarter of the cooperative enterprise for record. The
record copies should be delivered to both parties as soon as possible. When
Chinese and English versions are in consistent, the Chinese version is the right
one for the lawful interpretation.
19. Business management
(a) The Board of directors of the cooperative enterprise should have an
organ that is responsible for daily operation and management of the cooperative
enterprise, for which one General Manager should be appointed,
(b) The General Manager should be nominated by Party A and appointed
after all directors of the Board agree unanimously for four (4) years' term of
office. The General Manager can be reappointed the Board of Directors after
expiration of term of office.
(c) The Board of Directors should elect the General Manager from
nominated candidates, who should do the best until he hands in his resignation
or is replaced. Any managers can be recalled by the majority of the Board of
Meeting and their candidates should be elected according to clause 8 (b).
(d) The General Manager is responsible for execution of decisions made
by the Board of Directors, and for organizing and leading the daily business and
management of the cooperative enterprise. The concrete functions, rights and
duties of the General Manager are stipulated in the Constitution of the
cooperative enterprise.
(e) There are three (3) vice general managers under the General
Manager. They are nominated by the General Manager and appointed after the
majority of directors of the Board agree. The vice general managers should
assist the General Manager to operate daily transactions. The vice general
managers can be recalled by the General Manager through agreement of the
majority.
(f) Staff members of the business and management departments should
carry out the tasks given by the General Manager.
(g) Foreign employees despatched by Party B could be paid by the
cooperative enterprise according to the standard used in the similar cooperative
enterprises in this region. Same number of persons from Party A will share the
same treatment in the cooperative enterprise.
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(h) Anyone who misuses his right, seeks personal interests corrupts and
ignores his duties or is unequal to his duty should be dismissed. The General
Manager should be replaced according to clause 8 (c).
20. Annual business plan and budget
(a) The General manager and his hands should be responsible for
developing the annual business plan and budget of the cooperative enterprise.
The annual business plan and budget of every fiscal year ( including the assets
liability statement, balance sheet, fund expenditure plan and forecasting
statement for cash flow, should be submitted to the Board of Directors for
examination and check before September of previous year together with detail
information about the following items:
(1) Purchase of equipment and other assets.;
(2) Financing and application of funds foreign exchange and Reminbi)
(3) Maintenance and repair of assets and equipment;
(4) Revenue and expenditure budget included in the annual business plan
and budget;
(5) Plan for training employees;
(6) Plan for employing foreign staff members;
(7) Other matters required by the Board of Directors for the
time;
(b) The annual business plan and budget should be examined and approved
by the Board of directors at a meeting before the beginning of next year, and
then submitted to the concerned department that is in charge of the cooperative
enterprise for record if it is necessary. The General Manager should be
responsible for implementing the annual business plan and budget approved by the
Board of Directors.
21. Foreign exchange
(a) Act on "Provisional regulations of the People's Republic of China
for the Foreign Exchange" and the related laws and regulations.
(b) Unless otherwise specified by the Board of directors, the
cooperative enterprise should apply the foreign exchange in the following
priority order:
(1) Loan capital and interests and concerned liabilities that
require the foreign exchange;
(2) Payment for imported materials services and equipment that are
necessary for the business and require the foreign exchange;
(3) Payment for some administrative expense that are necessary the
business and require the foreign exchange;
(4) All costs, payment and expenditures of both parties due to this
contract should be reimbursed by the foreign exchange.
(5) Payment for pure profits and proper incomes after Party B pays tax
by the laws.
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22. Labour Management
(a) The cooperative enterprise should have the enterprise autonomy
granted for the foreign- funded enterprise and the right to employ and dismiss
employees. Appointment, employment dismission and resignation of employees and
their wage, salary, labour insurance, welfare, bonus, labour discipline and
other matters in the cooperative enterprise will be carried out according to
"Labour Management Regulation of the People's Republic of China for the Foreign-
funded Enterprise" and the related laws and regulations.
(b) Employees in the cooperative enterprise must abide by the rules and
regulations and the system of the cooperative enterprise and fulfil their tasks.
The Board of Directors will authorize the General Manager to work out and issue
the associated management rules and regulations and system.
23. Auditing of accounting and taxation
(a) The cooperative enterprise should have an accountant manager who is
nominated by Party A and appointed after the majority of directors agree.
(b) The cooperative enterprise should pay tax according to the related
laws and regulations of China. In accordance with the government approval, the
cooperative enterprise should enjoy all the preferential treatment about tax and
duty.
(c) The fiscal year of the cooperative enterprise should start from
January 1 of each year and end on December 31 of the said year. The first fiscal
year of the cooperative enterprise should start from date of issuing the
business license of the cooperative enterprise and end on December 31 of said
year. The final fiscal year should start from January 1 of the terminated year
until its termination day.
(d) The cooperative enterprise will adopt the current accrual basis in
the world. All accounting records, slips, accounting books and statements in the
cooperative enterprise should be made according to the accounting principle of
China, written in Chinese and kept. The cooperative enterprise use Reminbi as
its entry currency. The annual and quarterly statements should be approved and
signed by the General Manager, written in Chinese and kept.
(e) In accordance with the requirements of the Ministry of Finance of
the People's Republic of China and related regulations and on the basis of the
concrete condition of the cooperative enterprise, the cooperative enterprise
should draw out its financial accounting and administration method and submit
them to the competent department and the concerned financial and tax department
for approval and record.
(f) The cooperative enterprise will designate an accountant office
chartered in China and appoint it as the auditor of the cooperative enterprise
after approved by the Board of Director
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to examine and verify the" accounts and account books, and submit the inspection
report to the Board of Directors and the General Manager within sixty (60) days
after each fiscal year.
(g) Within thirty (30) days after each calendar quarter is ended, the
General Manager should prepare the quarter accounting statements and deliver
them to both parties. The quarter accounting statement should contain the
business results, financial status and other information that either party wants
to get during this period.
(h) The following accounting principle should be taken as the guide
principle for the sustained business of the cooperative enterprise:
(1) Unless specified otherwise, the Profits obtained by the cooperative
enterprise should deduct the reserve fund, bonus, welfare fund, and development
fund specified in the constitution of the cooperative enterprise after the
cooperative enterprise pays its income tax according to the taxation law and
regulations of the People's Republic of China and the net profit be distributed
according to the proportion of the registered capital of each party.
(2) The financial statement and management after each stage is ended
should comply with the standard required by China for foreign-funded enterprise.
24. Cooperative period
Except for the termination in clause 14, the cooperative period is
eleven (11) years, which is calculated from the day when the business license is
issued. If both parties want to extend the cooperative period, they should set
forth the application to the examination and approval department six months
before the expiration of the cooperative period. After the approval, the period
can be extended, and the registration procedure for change must be carried out
the Liaoning Provincial Industrial and Commercial Administration.
25. Termination and liquidation
(a) Based on the following reasons, either party can give the written
notice to other party for termination of this contract ninety (90) days in
advance:
(1) If any party violates this contract seriously and does not correct
within sixty (60) days upon receipt of notice from the party that does not
violate the contract;
(2) If any party violates the stipulations of this contract and
transfer its right and interest of the cooperative enterprise;
(3) If the governmental government that has the control right over
either party or the cooperative enterprise develops any policy, laws and
regulations that possibly of cause severe and disadvantageous results to either
party of the cooperative enterprise and both parties cannot discuss and decide
the necessary adjustment specified in clause 17 (b) of this contract;
(4) If the cooperative enterprise cannot get the approval from U.S.
Federal Aviation Bureau and the approval obtained is reversed;
(5) If the unexpected conditions take place so as that the majority of
directors thinks the business of the cooperative enterprise is profitless;
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(6) If the physical performance of this contract cannot be carried out
over one hundred and eighty (180) days due to the force majeure;
(b) If either party gives the notice that requires to terminate this
contract according to clause 14 (a) (1) and (2) this party can process according
to the applicable laws.
(c) If either party gives the notice that requires to terminate this
contract according to clause 14 (a) (3) and six both parties is should hold
negotiation within sixty (60) days upon delivery of the notice to get
understanding about this notice. When a period of sixty (60) days is ended, both
parties should take steps immediately for liquidation if the party that gives
the notice upon termination still wish to terminate this contract.
(d) Regardless of the reason why the cooperative enterprise want to
terminate, the other assets should be evaluated and liquidated according to the
related stipulations of China except for 25 thousand US$ invested once by Party
B.
(e) Within five years' establishment of the cooperative enterprise, if
either party requires to terminate this contract beyond the reasons in clause 14
(a) (1) to (6) (e. g.) adjustment of corporation structure, changes in the
business status and bankrupt(y), either one cannot get any assets from the
cooperative enterprise.
26. Breach responsibility
If either party violates this contract, it should compensate the direct
losses suffered by another party. If both parties in this contract are in breach
they should undertake their liabilities respectively due the violation. It does
not mean the waive if a party does not give a notice to the party this is in
breach. Any waive to the violation of this contract does not constitute the
waive to any other violation of this contract. In any cases, special, occasional
or indirect compensation such as surplus losses, profitable losses or losses in
economical advantage in future due to performance or non-performance of this
contract will not 'be borne by either party.
27. Applicable law
(a) The effectiveness, interpretation, performance and dispute solution
of this contract should be controlled by the laws published in China. However,
if some specific matter is not under the control of the laws published in China,
the general international practice should be followed. Party A should let Party
B know the Chinese laws.
(b) If China or U.S. issues the new laws or regulations or the existing
laws and regulations are revised or interpreted after this contract is signed,
both parties should discuss immediately the severe and unfavourable influences
on either party's economical benefits and make the greatest effort on the
necessary adjustment in order that the economical benefits of both
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parties in this contract are not lower than those given before those laws or
regulations are issued newly or revised or interpreted.
28. Force majeure
(a) The force majeure means:
(1) Accidents that cannot be controlled by both parties or he
cooperative enterprise in this contract;
(2) Accidents that cannot be expected or are unavoidable even though
they can be expected;
(3) Accidents that take place after the contract is signed;
(4) All the states that cause either party or the cooperative
enterprise not to perform wholly or partly this contract;
These accidents include but not limited to non- human accidents, fire,
flood, dry, typhoon, earthquake or other natural disasters, traffic accidents,
war or governmental action.
(b) If either party of this contract cannot perform this contract due
to the force majeure accidents, the period to perform this contract should be
extended to one affected by the force.
(c) Either party that is affected by the force majeure should notice
another party about the force majeure by telex or fax in the time as short as
possible, and post the accident certificate issued witnessed by the associated
departments to another party with registered air mail within thirty (30) clays.
(d) If the force majeure accidents prolongs for more than one hundred
and eighty (180) days, both parties should discuss friendly the problems how to
perform further this contract ( if the further performance is necessary).
29. Insurance
(a) Both parties agree to make insurance according to the relative
stipulations of Chinese People's Insurance Company.
(b) All these insurance slips should be calculated in Reminbi.
30. Revision and change of the contract
Both parties should sign the written document for revision and/or
supplement of any contents of this contract. Both parties recognize and agree
that any change can come into force only after approved by the defined
government.
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31. Dispute solution
(a) Taking the right that both parties can have to terminate this
contract according to clause 14 in this contract as the prerequisite, either
party should notice another party the dispute nature and its wish to solve the
dispute perfectly in case any dispute arides from the interpretation or
performance of this contract and its attachments. Both parties should make the
great efforts on solving the dispute perfectly within sixty (60) days upon
delivery of this notice.
(b) If both parties cannot solve the dispute perfectly with sixty (60)
days, either party can submit the dispute to the arbitration organization in
China for adjustment and arbitration.
(1) The arbitrator should refer to Chinese and English versions of this
contract, but the Chinese version is the right one.
(2) All the procedures of any arbitration should be carried out both in
Chinese and English, and every day record sorted out both in Chinese and
English;
(3) The arbitrator should be a qualified professional lawyer who can
speak a good English;
(4) The award is released in English;
(5) Both parties should bear expenses associated with the arbitration
respectively respectively, and expenses for arbitrator should, be apported by
both parties.
(c) The arbitrate adjudication is final which constrains both parties.
Both parties agree to accept the constraint of this adjudication and act as such
adjudication.
(d) When any dispute occurs and is arbitrated, both parties should
continue to exercise their rights and perform their obligation under the
contract.
(e) Any contents in this clause cannot be considered not to allow
either party to get help from the lawful or administrative departments.
32. Language text
This contract (including attachments) is written in Chinese and
English, four (4) copies each. Each party will have two (2) Chinese copies and
two (2) English copies. When they are inconsistent, the Chinese version is the
right one.
33. Miscellaneous stipulations
(a) If either party cannot exercise or prolong the exercise of any
right or special right under this contract, this is not considered as the waive.
Any right or special right that is not completely exercised will not block their
exercise in the future.
(b) Both parties agree to keep the cooperative enterprise sincerely
abiding by the Chinese laws applicable for the cooperative enterprise. Party A
agrees to support Party B to
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follow U.S. laws and regulations applicable for the cooperative enterprise
including but not limited to U.S. Federal Aviation Administration Law and
regulations as well as the restriction of the technical transformation issued
by U.S. Government.
(c) This contract and its attachments are the complete agreement of
this contract for both parties and substitute and past discussion, exchange,
memorandum, negotiation, understanding and other documents as well as
agreements. The documents and letters signed previously by both parties will
automatically lose their effectiveness since this contract becomes effective.
(d) The right and obligations of both parties under the contract during
the cooperative period existing always. The establishment of the cooperative
enterprise and adoption of the constitution should not block the right and
obligations under the contract. When this contract is inconsistent with the
constitution, this contract is the right one.
(e) If a party sends the notice to another party by telegram, telex,
fax or air registered letter under the following addresses or other addresses
that are replaced by the notice, the notice or telecommunication should be
considered as received twenty (20) days after the stamp date, e.g. the notice or
telecommunication on this contract by air registered letter. The notice by telex
or fax should be taken as received upon two (2) work days when they are sent.
Party A: China Northern Airlines
Shenyang Taixian Airport, the People's Republic of China
Addressee: Li Danbin
Telephone: (000) 0000000
Fax:(000) 0000000
Party B: U.S. Pasco International Aviation Corp.
Address: 0000 X. X. 00xx Xxxxxx,
Xx. Xxxxxxxxxx, XX 00000, XXX
Addressee: Xx. Xxxxx Xxxxxx
Telephone: 000-000-000-0000
Fax: 000-0-00-000-0000
(f) If both parties of the cooperative enterprise produce the liability
relationship mutually during the cooperative period or produce the liability
relationship for the cooperative enterprise, the uncompensated payment resulted
from any above liability relationship before the termination will not affected
due to the termination. When this contract is terminated, the obligation of
debtor to compensate the creditor should not be released.
(g) Attachments of this contract are the complete part of this contract
and have the same effectiveness as the contract itself.
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(h) This contract is signed by the representatives authorized by both
parties on February 28, 1996.
Signature on behalf of Signature on behalf of
Party A Party B
/s/ Jiamg Lianying /s/ Xxxxx Xxxxxx
Xxxxx Xxxxxxxx Xxxxx Xxxxxx
China Northern Airlines Pasco International Aviation Corp.
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