exv10w18



 





Exhibit 10.18




			
	 	 	 
	TERM COST PLANTM TCP®
 Agreement # 06-2454
	 	Dated: March 1, 2007






	 	 	 
	 
	 	 
	BETWEEN

	 	AND
	PRATT & WHITNEY CANADA CORP.

	 	GULFSTREAM INTERNATIONAL AIRLINES
	1000 Marie Victorin

	 	1815 Griffin Road, Suite 400
	Longueuil, Quebec

	 	Dania, FL
	Canada 34G 1A1

	 	USA 33004
	 
	 	 
	(hereinafter called “P&WC”)

	 	(hereinafter called “the Operator”)






WHEREAS





	A.	 	The Operator wishes to procure from P&WC, under a Fleet Management ProgramTM
called a Term Cost PlanTM (TCP®), the Engine Maintenance Services listed
below and further described in Annex C “Scope of Services” for its Beech-1900D Fleet powered
by P&WC PT6A-67D turbine Engines; and
	 
	B.	 	P&WC agrees to supply such services to the Operator, subject to all of the terms and
conditions attached hereto.





THE PARTIES HEREBY AGREE as follows:





	1.	 	For the duration of this Agreement, P&WC shall supply to the Operator the Engine Maintenance
Services listed below at the TCP® Hourly Rate indicated below.
	 
	2.	 	The Operator agrees to pay the TCP® Hourly Rate indicated below and to comply with
all of the terms and conditions attached hereto, which form an Integral part hereof.
	 
	3.	 	Agreement start date: March 1, 2007      Agreement end date: February 28, 2011





ENGINE MAINTENANCE SERVICES COVERED UNDER THIS AGREEMENT




	 	 	 	 	 	 	 
	•  Engine Overhauls / Scheduled Repairs

	 	Yes
	 	•  Hot Section Kit Refurbishment
	 	Yes
	•  Basic Unplanned Engine Removals (BUR)

	 	Yes
	 	•  LCF Component Replacement
	 	Yes
	•  Basic Unplanned Accessory Repair

	 	No
	 	•  Engine Rental Support
	 	Yes
	•  ECTM® Analysis

	 	Yes
	 	•  Fuel Nozzle Refurbishment
	 	Yes
	 

	 	 	 	•  ADAS+ Maintenance
	 	Yes







	4.	 	The Operator’s TCP® Hourly Rate shall be step rated as follows:
	 
	 	 	•       [*]
	 
	5.	 	Operator acknowledges having read and understood the scope and all of the terms and
conditions of this Agreement, including but not limited to Annexes A through J.





SIGNED in duplicate by the duly authorized representative of each party.




			
	 	 	 
	PRATT & WHITNEY CANADA CORP.
	 	GULFSTREAM INTERNATIONAL AIRLINES






			
	 	 	 
	The disclosure of this document is subject to the restrictions of Article 14 contained herein
	 	i






 









 





			
	 	 	 
	TERM COST PLANTM TCP® Agreement # 06-2454
	 	Dated: March 1, 2007






	 	 	 
	/s/ Raffaele Virgili

	 	/s/ Dave Hackett
	 

	 	 
	Name: Raffaele Virgili

	 	Name:Dave Hackett
	Title: V. P. Service Centres

	 	Title: President
	Date: 30 March 2007

	 	Date: March 28, 2007






			
	 	 	 
	The disclosure of this document is subject to the restrictions of Article 14 contained herein
	 	ii






 









 





			
	Gulfstream International Airlines	 	 
	PT6A-67D TCP® Agreement # 06-2454
	 	Dated: March 1, 2007






TERM COST PLANTM

AGREEMENT




Scope, Terms, Conditions




			
	 	 	 
	The disclosure of this document is subject to the restrictions of Article 14 contained herein
	 	iii






 









 





			
	Gulfstream International Airlines	 	 
	PT6A-67D TCP® Agreement # 06-2454
	 	Dated: March 1, 2007






TABLE OF CONTENTS




	 	 	 	 	 
	1.0 Definition
	 	 	1	 
	2.0 Scope of Services and Engine Eligibility
	 	 	4	 
	3.0 Exclusions
	 	 	5	 
	4.0 Conditions of Sale
	 	 	7	 
	5.0 Delivery
	 	 	7	 
	6.0 Component Replacement
	 	 	7	 
	7.0 Pricing / Payment/ TCP® Hourly Rate Adjustment
	 	 	7	 
	8.0 Taxes/Duties/Other Charges
	 	 	9	 
	9.0 TCP® Hourly Rate Adjustment
	 	 	9	 
	10.0 Parties’ Responsibilities
	 	 	10	 
	11.0 DAC Services
	 	 	12	 
	12.0 Delay
	 	 	14	 
	13.0 Warranty & Limitation of Liability
	 	 	14	 
	14.0 Non-Disclosure
	 	 	14	 
	15.0 Termination
	 	 	15	 
	16.0 Account Reserves
	 	 	15	 
	17.0 Transfer of Benefits
	 	 	17	 
	18.0 Export Controls
	 	 	17	 
	19.0 General Terms
	 	 	17	 
	20.0 Performance Commitments
	 	 	18	 
	 
	 	 	 	 
	Annex A — Engine List
	 	 	20	 
	Annex B — LCF, HSI and Fuel Nozzle Kit Components
	 	 	23
	 
	Annex C — Scope of Services
	 	 	24	 
	Annex D — Support Spare Engines
	 	 	29	 
	Annex E — Maintenance Tasks, Intervals and Operational Guidelines
	 	 	30	 
	Annex F — Mission Profile and Operating Environment
	 	 	33	 
	Annex G — Monthly Report Form
	 	 	34	 
	Annex H — Wire Transfer Instructions
	 	 	35	 
	Annex I — ADAS+
	 	 	36	 
	Annex J — DAC Services
	 	 	38	 






			
	 	 	 
	The disclosure of this document is subject to the restrictions of Article 14 contained herein
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	Gulfstream International Airlines	 	 
	PT6A-67D TCP® Agreement # 06-2454
	 	Dated: March 1, 2007







	1.0	 	DEFINITION






In this Agreement




	 	1.1	 	“Accessory” means the specific Line Replaceable Unit (LRU) listed in Annex B
attached hereto;
	 
	 	1.2	 	“ADAS” means Automatic Data Acquisition System;
	 
	 	1.3	 	“BUR” means Basic Unplanned Removal, the premature removal of the Engine or
Engine Module due to an Engine, Component or Line Replaceable Units (LRU) induced
malfunction. Likewise, removal of an Engine, Component or Accessory due to a problem
which could have been rectified using troubleshooting and/or corrective line
maintenance actions as specified in the applicable aircraft and/or Engine Maintenance
Manual or, due to the failure of the Operator to use and maintain such Engine,
Component or Accessory in accordance with applicable Flight Manuals and Engine
Maintenance Manuals, and other applicable manufacturer’s recommendations and
instructions, is not considered to be a BUR;
	 
	 	1.4	 	“Commercial Support Program” means the commercial assistance for the
substitution, modification, or replacement of Component(s) for reasons of flight
safety, critical engine performance and/or reliability, and Airworthiness Directives
(AD’s) concurred with by P&WC;
	 
	 	1.5	 	“Component” means a genuine P&WC part, necessary for the operation of the
Engine, and normally supplied by P&WC as part of the Engine build specification unless
otherwise specified within this Agreement;
	 
	 	1.6	 	“Consumable” means a Component which, by design, can only be used once and is
replaced irrespective of apparent condition during the course of inspection, removal,
maintenance, Repair or Overhaul;
	 
	 	1.7	 	“Customer Hold” means an Operator’s Engine put on hold, irrespective of the
stage of Engine Maintenance Services completed or to be completed. Reasons for Customer
Holds may include but are not limited to events in which P&WC is awaiting; i) a
Purchase Order; ii) confirmation of workscope: iii) a cost estimate approval; iv)
information/data required to proceed with the Engine Maintenance Services; and v)
payment issues;
	 
	 	1.8	 	“Designated Facility” means the facility designated to the Operator by the
FMP® PM, where Services covered by this Agreement shall be performed;
	 
	 	1.9	 	“Designated Analysis Center (DAC)” means the P&WC approved ECTM®
supplier which, for the purposes of this Agreement, shall be Altair Avionics
Corporation;





			
	 	 	 
	The disclosure of this document is subject to the restrictions of Article 14 contained herein
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	Gulfstream International Airlines	 	 
	PT6A-67D TCP® Agreement # 06-2454
	 	Dated: March 1, 2007







	 	1.10	 	“ECTM®” means the P&WC Engine Condition Trend Monitoring program and
further described in paragraph 10.3;
	 
	 	1.11	 	“Engine” means the complete P&WC turbine Engines covered under this Agreement
as specified in Annex A;
	 
	 	1.12	 	“Engine Cycle” means any Engine operational sequence involving an Engine start,
aircraft take-off, flight and landing, culminating in an Engine shutdown. For the
purpose of cycle calculation, refer to the definitions applicable to cycle calculation
contained in the applicable service bulletins or in the airworthiness section of the
applicable Engine maintenance manual;
	 
	 	1.13	 	“Engine Maintenance Interval Escalation Program” means a monitoring program
undertaken by P&WC and the Operator to extend the maintenance interval of an Engine,
Module or Component as specified in the applicable Service Information Letter SIL
PT6A-041, as may be amended from time to time;
	 
	 	1.14	 	“Engine Maintenance Services” means the Services that are covered on the face
page of this Agreement;
	 
	 	1.15	 	“Engine Module or Module” means a power section or a gas generator section;
	 
	 	1.16	 	“Engine Operating Hours” means the number of Flight hours accumulated by an
Engine as indicated in the Engine logbook in accordance with the applicable regulatory
agency requirements;
	 
	 	1.17	 	“Field Level Maintenance” means routine check inspection and malfunction
rectification performed at base stations during transit, turnaround or night stop;
	 
	 	1.18	 	“FAA” means the United States Federal Aviation Administration;
	 
	 	1.19	 	“Fleet” means the aircraft owned and/or lawfully leased or operated by the
Operator powered with Engines covered under this Agreement;
	 
	 	1.20	 	“Flight” means a completed takeoff and landing of the Operator’s aircraft;
	 
	 	1.21	 	“FMP®” means Fleet Management PlanTM, the budgeted
maintenance agreement between the Operator and P&WC pursuant to which P&WC supplies the
Engine Maintenance Services specified in this Agreement and for which Services the
Operator pays P&WC an amount based on the Operator’s Hourly Rate and Engine usage, as
further described herein;
	 
	 	1.22	 	“FMP® PM” means FMP® Program Manager; designated by P&WC;
	 
	 	1.23	 	“FOD” means Foreign Object Damage, damage to any portion of the aircraft Engine
caused by impact or ingestion of birds, stones, hail or other debris that is not part
of the Engine;





			
	 	 	 
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	Gulfstream International Airlines	 	 
	PT6A-67D TCP® Agreement # 06-2454
	 	Dated: March 1, 2007







	 	1.24	 	“Fuel Nozzle Kit” means the Components listed in Annex B, which can be removed
from the gas generator and sent to a Designated Facility for maintenance prior to being
returned to the Operator for re-installment on the Engine;
	 
	 	1.25	 	“Goods” means a P&WC Engine or, in relation thereto, any piece part, Component,
Accessory, Module, furnishing or other equipment of any kind which is installed in or
attached to it;
	 
	 	1.26	 	“Hourly Rate” means the dollar value per Engine Operating Hour paid for the
Engine Maintenance Services covered under this Agreement;
	 
	 	1.27	 	“HSI” means Hot Section Inspection, the removal and inspection of Engine
combustion and turbine section Components, the repair or replacement of deteriorated
Components, in compliance with the applicable Engine maintenance manual;
	 
	 	1.28	 	“HSI Kit” means the Components described in Annex B, which can be removed from
the hot section part of the Engine and sent to a Designated Facility for refurbishment
prior to being returned to the Operator for re-installment on the Engine;
	 
	 	1.29	 	“LCF Component(s)” means Low Cycle Fatigue Component(s), Components whose
service lives are limited to a specific number of cycles, as specified in the
applicable P&WC Service Bulletins or Maintenance Manuals;
	 
	 	1.30	 	“LRU” means Line Replaceable Unit, a Component which may normally be removed
and replaced with the Engine installed in the aircraft and as part of normal flight
line maintenance activities;
	 
	 	1.31	 	“Material Adverse Change” means the occurrence of, or the failure to occur of,
any event or series of events which either singly or in the aggregate would have a
material adverse effect upon the general condition (financial or otherwise), the
assets, property, business, or liabilities of the Operator or on the ability of the
Operator to perform its obligations under this Agreement;
	 
	 	1.32	 	“NBUER” means Non-Basic Unscheduled Engine Removal; an unscheduled engine
removal caused by conditions or circumstances not directly related to the Engine, such
as, without limitation, FOD, and lightning strike;
	 
	 	1.33	 	“Operator’s Goods” means Goods supplied to P&WC by the Operator for the purpose
of receiving, or being quoted for Services;
	 
	 	1.34	 	“Operator’s Profile” means the Operator’s mission profile, fleet, operating and
maintenance practices set forth herein;





			
	 	 	 
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	Gulfstream International Airlines	 	 
	PT6A-67D TCP® Agreement # 06-2454
	 	Dated: March 1, 2007







	 	1.35	 	“Overhaul” means the Engine or Engine Module disassembly, inspection of all
Components, the Repair or replacement of defective parts or Life Limited Component(s)
(LCF), re-assembly and testing of the Engine or Engine Module, all in accordance with
the applicable P&WC Overhaul Manuals. Once this process is completed, the Engine or
Engine Module is considered to be “zero time”;
	 
	 	1.36	 	“Parties” means P&WC and the Operator;
	 
	 	1.37	 	“P&WCL” means Pratt & Whitney Canada Leasing, Limited Partnership;
	 
	 	1.38	 	“PMA” means Parts Manufacturing Authorization;
	 
	 	1.39	 	“Repair” means the Services necessary to return an Engine or Component to a
serviceable condition;
	 
	 	1.40	 	“Services” means work performed on the Operator’s Goods, (including supply and
fitting of Goods, comprising, without limitation, reconditioning, Overhaul, Repair,
servicing, testing, and inspection work); and
	 
	 	1.41	 	“Term Cost Plan” (TCP®) means the FMP® maintenance plan
under which the Operator pays, monthly for the duration of this Agreement, a
predetermined Hourly Rate per Engine Operating Hour for the Services covered under this
Agreement.






	2.0	 	SCOPE OF SERVICES AND ENGINE ELIGIBILITY






	 	2.1	 	P&WC shall supply to the Operator, for Engines enrolled under this Agreement,
the Engine Maintenance Services indicated on the face page hereof and further described
in Annex C “Scope of Services” attached hereto.
	 
	 	2.2	 	Engines shall be eligible under this Agreement provided the following
requirements are met:






	 	2.2.1	 	All prior Overhauls and Repairs stall have been performed by a
facility recognized by P&WC, in accordance with P&WC’s applicable manuals,
instructions and recommendations;
	 
	 	2.2.2	 	P&WC’s review, to its satisfaction, of prior Engine usage,
maintenance and operating practices, including prior Engine Operator’s Profile;
	 
	 	2.2.3	 	Satisfactory inspection by P&WC of i) Engine(s) including
boroscope inspection if deemed required by P&WC, and ii) Components inventory
including Accessories, if requested by P&WC prior to execution of this
Agreement;





			
	 	 	 
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	Gulfstream International Airlines	 	 
	PT6A-67D TCP® Agreement # 06-2454
	 	Dated: March 1, 2007







	 	2.2.4	 	P&WC’s acceptance of the Operator’s local Airworthiness
Authority regulated maintenance program which will incorporate as a minimum the
maintenance tasks and intervals stipulated in Annex E;
	 
	 	2.2.5	 	Receipt by P&WC of two (2) original TCP® agreements
duly executed by the Operator.






	 	2.3	 	The following Engines are not eligible under this Agreement:






	 	2.3.1	 	Engines operated by military, paramilitary or other government
agency without the prior knowledge and approval of P&WC;
	 
	 	2.3.2	 	Engines that have become part of any pool of engines, an
arrangement by which a participant is entitled to exchange, withdraw and/or use
engines held by another participant;
	 
	 	2.3.3	 	Engines used in dedicated trainer aircraft. Engines installed
on aircraft used in typical pilot recurrent training programs are eligible
under this plan;
	 
	 	2.3.4	 	Agricultural (AG) engines or engines operated for agricultural
purposes; and
	 
	 	2.3.5	 	Aircraft used in external load applications including, but not
limited to, fire prevention, logging, construction, canyon or sea rescue,
external load training and banner towing.






	3.0	 	EXCLUSIONS






	 	3.1	 	In particular, and without limitation, all incremental costs incurred by P&WC
that are directly attributable to any of the following exclusions below shall not be
covered under this Agreement:






	 	3.1.1	 	Field Level Maintenance activities and inspections, including
but not limited to consumables, as specified in the Engine and/or aircraft
maintenance manuals or in service bulletins;
	 
	 	3.1.2	 	Repairs attributable to damage caused by an Engine mounted LRU
or Accessory other than those supplied by P&WC as part of the Engine build
specification as listed in Annex B;
	 
	 	3.1.3	 	Cost of Repairs attributable to damage caused by workmanship
performed by facilities other than P&WC;
	 
	 	3.1.4	 	At the Operator’s request, use of new Components when exchange
Components are available or Repair of Components is feasible;





			
	 	 	 
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	Gulfstream International Airlines	 	 
	PT6A-67D TCP® Agreement # 06-2454
	 	Dated: March 1, 2007







	 	3.1.5	 	Costs resulting from improper storage, usage, maintenance or
operation of an Engine, Engine Module or Engine Component or Accessory,
including improper usage of ECTM® (Proper usage and maintenance are
described in the P&WC Engine maintenance manual, P&WC service bulletins,
applicable aircraft flight manual and airworthiness regulations);
	 
	 	3.1.6	 	Repairs attributable to damage caused by non-maintained or
poorly maintained runways and landing areas;
	 
	 	3.1.7	 	Repair or Component replacement attributable to damage caused
by corrosion, erosion or sulphidation, if P&WC’s recommendations as per P&WC
engine maintenance manual and Annex “E”, are not complied with;
	 
	 	3.1.8	 	Cost of Repair or cost of Component replacement directly
attributable to the use of Components not originating from P&WC or from a P&WC
authorized vendor, or the use of Repairs or repair schemes not approved by
P&WC, including but not limited to the use of FAA-PMA parts;
	 
	 	3.1.9	 	Any incremental costs related to the Operator’s failure to
comply with P&WC’s commercial support programs within the deadlines specified
in the relevant P&WC service bulletin or service information letter unless such
delays are caused by part shortages;
	 
	 	3.1.10	 	Any and all costs related to or arising from Engine or Engine Module removals
and installations, unless an Engine or Engine Module must be removed due to a
P&WC commercially supported campaign, directive or program (including first run
warranty) that provides support for removal and installation, transportation
and/or shipping;
	 
	 	3.1.11	 	Freight costs for Engine or Engine Module, unless an Engine or Engine Module
must be transported to a shop due to a P&WC commercial support program
(including first run warranty) that provides freight support;
	 
	 	3.1.12	 	Costs of rental engine support arising from the Operator’s failure to comply
with P&WC’s commercial support programs (including first run warranty) within
the deadlines specified in the relevant P&WC service bulletin or service
information letter that would otherwise have covered rental engine support;
	 
	 	3.1.13	 	Tooling fees, hangar fees or any such related airport fees, taxes or duties
or any other similar fees, levies or charges;
	 
	 	3.1.14	 	FOD, external damage to the Engine, Engine Module or Engine Component,
collisions or rotor strikes, immersion in water, dropped Engine, Engine Module
or Engine Component, rotor electrical leads





			
	 	 	 
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	Gulfstream International Airlines	 	 
	PT6A-67D TCP® Agreement # 06-2454
	 	Dated: March 1, 2007







	 	 	 	shorting, accident, fire, flood, lightning strike, theft, explosion, riot,
war, rebellion, seizure or any other belligerent acts;
	 
	 	3.1.15	 	Alteration, modification or tampering of any Engine, Engine Module or Engine
Component after delivery by P&WC, which is either illegal or not specifically
authorized by P&WC;
	 
	 	3.1.16	 	Use of Engine Components, Engine Modules or Engines from which P&WC’s name,
part number, identification mark or serial number has been removed or defaced;
	 
	 	3.1.17	 	Use of stolen Engine Components, Engine Modules or Engines including any
Repair/Overhaul of such stolen Engine Components, Engine Modules or Engines
and/or any resultant damage caused thereby;
	 
	 	3.1.18	 	Use of Engine Components, Engine Modules or Engines which have been involved
in an accident where the subject Engine Components, Engine Modules or Engines
failure is attributable to that accident;
	 
	 	3.1.19	 	Use of military Engine Components or Engine Components used in military or
para-military operations;
	 
	 	3.1.20	 	Engine or module shop visits when said engine or module is removed solely for
the Operator’s convenience outside of the agreed removal schedule;
	 
	 	3.1.21	 	All costs directly related to Engine shop visits solely for the purpose of
returning the Engine to the lease return or pre-sale condition(s) stipulated in
any agreement with a third party, unless such costs result from P&WC not having
complied with the maintenance requirements set forth in the applicable P&WC
Maintenance and/or Overhaul Manuals and with the terms set forth herein;
	 
	 	3.1.22	 	In the event the Operator is permanently removing an Engine from service, all
costs related to any events that follow the last revenue flight prior to an
Engine being removed from the Operator’s revenue service for the purpose of
lease return or Engine sale, unless such costs result from P&WC not having
complied with the maintenance requirements set forth in the applicable P&WC
maintenance and/or Overhaul Manuals and with the terms set forth herein;
	 
	 	3.1.23	 	Any and all costs related to or arising from the Operator’s failure to comply
with the terms and conditions of this Agreement; and
	 
	 	3.1.24	 	Any other factor which:





			
	 	 	 
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	Gulfstream International Airlines	 	 
	PT6A-67D TCP® Agreement # 06-2454
	 	Dated: March 1, 2007







	 	•	 	is beyond P&WC’s reasonable control;
	 
	 	•	 	occurred without fault or negligence of P&WC;
	 
	 	•	 	could not have been reasonably foreseen by P&WC; and
	 
	 	•	 	could not have been prevented by means reasonably available to P&WC.






	4.0	 	CONDITIONS OF SALE






	 	4.1	 	All sales of Engine Maintenance Services by P&WC to the Operator covered
hereunder shall be subject to the terms and conditions of this Agreement, including all
of its Annexes. Services outside of or excluded from this Agreement shall be subject to
the terms and conditions of a separate Repair and Overhaul Agreement. Purchase orders
or any other document issued by the Operator shall be deemed to incorporate the terms
and conditions of this Agreement by reference, to the exclusion of any other terms or
conditions.






	5.0	 	DELIVERY






	 	5.1	 	P&WC will deliver the Engines, Modules or parts as part of the Engine
Maintenance Services covered under this Agreement to the Operator’s carrier FCA (Free
Carrier Aboard) P&WC facility (Incoterms 2000). Title and risk of loss or damage shall
pass to the Operator on delivery.






	6.0	 	COMPONENT REPLACEMENT






	 	6.1	 	Upon embodiment of new or exchange Components covered by this Agreement into an
Engine, the Parties agree that the newly embodied Component shall become the property
of the Operator, and the removed Component shall become the property of P&WC.






	7.0	 	PRICING / PAYMENT/ TCP® HOURLY RATE ADJUSTMENT






	 	7.1	 	During the term of this Agreement, the Operator shall pay the following
amounts:







	 	7.1.	 	Buy-In: In compliance with the Operator’s pool rental
obligations with the aircraft lessor, an amount of $[*] USD shall be paid by
the Operator through twenty-four (24) consecutive and equal monthly payments of
$[*] USD starting March 30, 2007 and the 1st of each month following
Starting May 1, 2007 and ending March 1st, 2009.
	 
	 	7.1.2	 	Weekly. Amounts calculated in the manner detailed
below shall also be paid by the Operator. These payments shall be received by
P&WC





			
	 	 	 
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	Gulfstream International Airlines	 	 
	PT6A-67D TCP® Agreement # 06-2454
	 	Dated: March 1, 2007







	 	 	 	weekly, in accordance with P&WC’s payment instructions listed in Annex H.
	 
	 	7.1.2.1	 	[*]
	 
	 	7.1.2.2	 	Reconciliation. Subject to paragraphs 10.11 and 10.13,
monthly P&WC shall compute and issue an Invoice to or credit the
Operator for the difference between the total monthly EFH of the Fleet
multiplied by the then current Hourly Rate (“Payment Owed”) less the
Total Progressive Payment by the 15th of the following
month.
	 
	 	7.1.2.3	 	Each such payment shall be considered final. However, should either
party discover, at any time during a period of twelve (12) months
following the issuance of an invoice, the existence of a material
discrepancy relative to such invoice between the EFH reported by the
Operator or estimated by P&WC, as the case may be, and the actual EFH
relative to the Engines (as recorded in the flight logsheets, Engine
logbooks or other recognized registers), either party will provide the
other with a written notice thereof within thirty (30) days of the
discovery of such material discrepancy. The notice shall contain a
reasonably detailed account of the party’s claim. In such event, the
amounts owed by the Operator to P&WC or P&WC to the Operator shall be
paid by the respective party no later than thirty (30) days after the
receipt of the said notice.






	 	7.2	 	T5 Housing\Exhaust Duct. Typical part numbers 3043706-01 and 3055331-01
which are located in the following Power Sections P50057, PS0041, PS0016, PS0139,
114440, 114446 and 114375 as further described in Annex A are not covered at the first
Overhaul event. Should it be determined by P&WC that the above parts need to be
replaced during the first Overhaul event, P&WC shall invoice Operator separately the
cost to replace the subject part(s). Should the part(s) be replaced with a used
serviceable component, the Operator shall be invoiced at the then current market price.
[*]
	 
	 	7.3	 	P&WC will consult with Operator prior to installation / replacement of such
parts.
	 
	 	7.4	 	The Operator shall also pay, when due, all charges invoiced by P&WC for work
outside of or excluded from the Engine maintenance Services covered under this
Agreement at the then current P&WC labor and material rates. P&WC may review or revise
the terms of payment and credit limit from time to time, as applicable. For work
invoiced for Services rendered outside or excluded from the





			
	 	 	 
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	Gulfstream International Airlines	 	 
	PT6A-67D TCP® Agreement # 06-2454
	 	Dated: March 1, 2007







	 	 	 	Engine maintenance Services, payments by the Operator shall be received by P&WC
within thirty-(30) days from date of invoice.
	 
	 	7.5	 	For all late payments, the Operator shall be liable for interest at a rate of
the U.S. prime rate plus five percent (5%), without exceeding the maximum rate allowed
per applicable law. In addition, the Operator shall reimburse P&WC for all attorneys’
fees and other expenses incurred by P&WC in recovering any sums due from the Operator.
	 
	 	7.6	 	In the event shipment of Goods is delayed due to actions or omissions of the
Operator, P&WC may at its discretion charge reasonable storage fees.
	 
	 	7.7	 	The TCP® Hourly Rate shall be subject to annual escalation, to be
applied on the 1st of January of each year, to reflect changes in published labour
rates and P&WC Engine spare parts prices.
	 
	 	 	 	The calculation of the annual adjustment shall be made by P&WC prior to year-end of
each calendar year, in accordance with the following formula:
	 
	 	 	 	[(1+ L) x (R x .40)] + [(1+ P) x (R x .60)] = New TCP® Hourly Rate
	 
	 	 	 	where:
	 
	 	 	 	R = rate of the current year
	 
	 	 	 	L = annual % change in P&WC Service Center published labor rate
	 
	 	 	 	P = annual % change in P&WC Spare Parts Price List (501 PT6/JT15D)
	 
	 	 	 	[*]
	 
	 	7.8	 	In the event the Operator disputes invoice charges, the Operator shall pay P&WC
the greater of the undisputed portion of the invoice or seventy-five percent (75%) of
the invoice value and notify P&WC in writing of the reasons for disputing the invoice
within thirty-(30) days of the invoice date.
	 
	 	7.9	 	P&WC shall have the right, upon written notice to the Operator, to review the
Operator’s financial position at any time and from time to time during the period
covered by this Agreement. The Operator shall, in such event, supply to P&WC the latest
audited financial statements, the most recent un-audited financial statements as well
as annual financial projections and cash flow. In the event that P&WC determines in
good faith that the financial situation of Operator has deteriorated to the point of
impairing Operator’s ability to remain current, then P&WC shall have the right to amend
the terms and conditions of the Agreement. The revised terms and conditions will
immediately take effect upon receipt of written notice from P&WC. In the event that the
Operator fails to provide the financial information, P&WC shall have the right to
terminate the Agreement





			
	 	 	 
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	Gulfstream International Airlines	 	 
	PT6A-67D TCP® Agreement # 06-2454
	 	Dated: March 1, 2007







	 	 	 	upon ten (10) days written notice (“The Termination Period”) to the Operator. P&WC
shall be relieved of any and all of its obligations under the Agreement during the
Termination Period.






	8.0	 	TAXES/DUTIES/OTHER CHARGES






	 	8.1	 	The Operator is responsible for all taxes (excluding taxes based on P&WC’s net
income), duties and other charges of any nature whatsoever, including interest and
penalties thereon, arising from the sale, delivery or use of the Goods or from the
provision of Services under this Agreement, and will reimburse P&WC for any such
charges P&WC may be required to pay directly to a governmental authority or to a
facility designated by P&WC which performs any of the Services covered under this
Agreement.






	9.0	 	TCP® HOURLY RATE ADJUSTMENT






	 	9.1	 	The TCP® Hourly Rate is based on the Fleet described in Annex A and
on the Operator’s Profile represented and warranted by the Operator as described in
Annex F herein. Any modifications to the Operator’s Profile, Fleet described in Annex A
or changes in its geographical or operating environment must be immediately reported to
P&WC and may result in a TCP® Hourly Rate adjustment. P&WC also reserves the
right to adjust the TCP® Hourly Rate in circumstances where the Operator
does not adhere to the Engine maintenance conditions set forth in Annex E or is
otherwise in default under this Agreement.






	10.0	 	PARTIES’ RESPONSIBILITIES






	 	10.1	 	Designated Facility. For the performance of any Services under this
Agreement, the Operator shall contact its FMP® PM to obtain confirmation of
the Designated Facility. Any work effected or completed without obtaining such
confirmation from the FMP® PM shall be at the Operator’s entire expense.
	 
	 	10.2	 	FMP® PM. The FMP® PM shall:
	 
	 	 	 	a)     designate the facility; and
	 
	 	 	 	b)    define the extent of work to be performed on Engine.
	 
	 	10.3	 	ECTM®. The Operator shall utilize WebECTM® in
accordance with Service Information Letter (SIL) Gen-055. The Operator shall be
responsible to register with a P&WC DAC and to provide the DAC, on a weekly basis, the
necessary ECTM® data. The Operator will download the Data Collection Unit
(DCU) data at an interval not to exceed one week, and will forward said data within 24
hours to the DAC. The DAC will update and interpret the data, as well as identify any
maintenance requirements within 1 working day. The Operator shall comply with and
respond to these maintenance requirements in a timely fashion.





			
	 	 	 
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	PT6A-67D TCP® Agreement # 06-2454
	 	Dated: March 1, 2007







	 	10.4	 	Unscheduled Repairs. When the Operator believes an Engine or Accessory
needs unscheduled Repair and removal, the Operator shall perform the standard on-wing
maintenance manual level troubleshooting. If such troubleshooting is unsuccessful in
returning the Engine or Accessory to serviceability, the Operator shall immediately
advise the FMP® PM prior to Engine or Accessory removal. Accessories may be
removed without advising the FMP® PM provided that the troubleshooting
process that was performed is clearly documented.
	 
	 	10.5	 	Engine Removals. At the beginning of this Agreement, the Operator shall
agree to a scheduled Engine removal plan with its FMP® PM. The Operator
shall inform P&WC of all Engines or Engine Modules removals and installations, at time
of removal or installation, or upon P&WC’s request.
	 
	 	 	 	In addition, the Operator shall inform its FMP® PM, within 24 hours, of
all unscheduled Engine, Engine Module or Engine Component removals, and, as soon as
possible, of any known or suspected damage to an Engine, Engine Module or Engine
Component.
	 
	 	10.6	 	Access for P&WC Personnel. The Operator shall allow P&WC’s personnel
reasonable access to the Engines and any removed Components, its quality system, as
well as all other relevant operating and maintenance records maintained by the
Operator, including the Engine and aircraft log books.
	 
	 	10.7	 	Engine data. At the time of each shop visit, the Operator shall supply
P&WC with the following information (as applicable) for the Engine, the Engine Modules
and any time limited Accessories listed in Annex B:
	 
	 	 	 	•  Time Since New (TSN)
	 
	 	 	 	•  Cycle since new (CSN)
	 
	 	 	 	•  Time Since Repair (TSR)
	 
	 	 	 	•  Time Since Overhaul (TSO)
	 
	 	 	 	•  Cycle Since Overhaul (CSO)
	 
	 	 	 	•  Time Since Hot Section Inspection (TSHSI)
	 
	 	 	 	•  Reasons for Removal
	 
	 	10.8	 	Hardware: At the time of engine shop visits, the Operator shall supply
to P&WC the last installed oil and fuel filters. The Operator shall download all data
from the DCU and transfer all data to the DAC Services for reference by P&WC.
	 
	 	10.9	 	Engine Logbook. The Operator shall ensure that all sections of the
Engine logbook are properly completed when providing the Engine Logbook together with
the Engine at time of shop-visit.
	 
	 	10.10	 	Engine Operation and Maintenance. The Operator shall operate the
Engines in accordance with the applicable Original Equipment Manufacturer (OEM)
aircraft operating manual under the aircraft type certificate, and the Operator’s
Profile set forth in Annex F and shall, as a minimum, maintain the Engines in
accordance





			
	 	 	 
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	PT6A-67D TCP® Agreement # 06-2454
	 	Dated: March 1, 2007







	 	 	 	with the provisions of Annex E. In addition, the Operator shall ensure that
recommendations made by P&WC are followed in accordance with P&WC’s instructions.
	 
	 	10.11	 	Engine Operating Hours. The Operator shall declare to P&WC, no later
than thirty (30) days following signature of this Agreement, the Engine Operating Hours
and cycles of each Engine at time of Agreement start date.
	 
	 	 	 	The Operator shall, at the end of each month, calculate the total Engine Operating
Hours and cycles for each Engine and submit to P&WC, no later than the fifth
(5th) working day of the following month, a report similar to the form
set out in Annex G.
	 
	 	 	 	If the Operator fails to submit the Engine Operating Hours, P&WC will use the last
6-month average to estimate the hours flown for that month and invoice the Operator
accordingly.
	 
	 	 	 	P&WC shall, reconcile the account based on the total Engine Operating Hours and
cycles report submitted and submit to the Operator a credit or additional invoice,
no later than the fifteen (15th) working day of the same month.
	 
	 	10.12	 	Inventory. The Operator shall remain responsible for initial and
replenishment provisioning of sufficient quantities of line maintenance spare
Components including Accessories to support the Fleet.
	 
	 	10.13	 	Invoice. P&WC will issue an invoice calculated by multiplying the
total Engine Operating Hours of the Fleet for the month by the TCP® Hourly
Rate upon receipt of the Operator’s report of Engine Operating Hours.
	 
	 	10.14	 	Corrosion, erosion, sulphidation. The Operator shall notify P&WC
within 48 hours if evidence of corrosion, erosion or sulphidation is detected during
maintenance inspection.
	 
	 	10.15	 	Operating Environment. The Operator warrants to P&WC that the Engine
has not and shall not be operated in military, para-military or any other unusual
service for which the aircraft has not been designed and certified by the original
airframe manufacturer.
	 
	 	10.16	 	Documentation. When requested, the Operator shall provide P&WC with
all the necessary documents to enable P&WC to fulfill its obligations under this
Agreement or, to verify the Operator’s compliance with the Terms and Conditions of this
Agreement.
	 
	 	10.17	 	Removals and Installations. Subject to paragraph 3.1.10 herein, the
Operator shall be responsible for all Engine or Engine Module removals and
installations, including any costs related to these activities.





			
	 	 	 
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	Gulfstream International Airlines	 	 
	PT6A-67D TCP® Agreement # 06-2454
	 	Dated: March 1, 2007







	 	10.18	 	Freight and Transportation. Subject to Article 5 “Delivery” and
paragraph 3.1.11 herein, the Operator shall be responsible for all transportation and
freight charges, including duties and other charges arising from such transportation,
and for providing insurance coverage for property in transit.
	 
	 	10.19	 	Shipping and delivery details. For all shipments under this Agreement,
the Operator shall, within one day following shipment, provide P&WC with shipping or
delivery details for each Engine or Engine Module to be shipped to the Designated
Facility, including routing, date and waybill number.
	 
	 	10.20	 	Collaboration. Both Parties shall continuously work together to
minimize operating costs, maximize on wing time of the Engines, actively participate in
P&WC’s Engine Maintenance Interval Escalation Program and help identify cost reduction
opportunities.






	11.0	 	DAC SERVICES






	 	11.1	 	ECTM®. Operator shall utilize WebECTM® in
accordance with the P&WC Service Information Letter (SIL) Gen-055. Operator shall be
obligated to:






	 	11.1.1	 	immediately register with a DAC;
	 
	 	11.1.2	 	execute all agreements required by the DAC to give effect to the aforesaid
registration and the provision of services contemplated in Annex I hereof (the
“DAC Services”); and
	 
	 	11.1.3	 	provide the DAC, on a weekly basis, the necessary ECTM® data as
well as all other information, in any form whatsoever, as may be reasonably
required by the DAC.






	 	11.2	 	Contact Person. Operator will provide P&WC with the contact information
relative to the person who will have the responsibility of managing Operator’s
obligations in relation to the DAC Services.
	 
	 	11.3	 	DCU Data. Operator will download the DCU data at an interval not to
exceed one week, and will forward said data within 24 hours to the DAC. Subject to
sections 11.4 to 11.7 hereof, the DAC will update and interpret the data, as well as
identify any maintenance requirements within 1 working day. Operator shall comply with
and respond to these maintenance requirements in a timely fashion.
	 
	 	11.4	 	Disclaimer. ANY DAC SERVICES CONTEMPLATED IN ANNEX I HEREOF (INCLUDING
WITHOUT LIMITATION TURBINETRACKERTM AND ANY SOFTWARE) WHICH MAY BE PROVIDED
BY P&WC OR THE DAC ARE PROVIDED “AS IS,” AND P&WC DISCLAIMS ALL REPRESENTATIONS OR
WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, ORAL OR WRITTEN, INCLUDING WITHOUT
LIMITATION ANY IMPLIED





			
	 	 	 
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	Gulfstream International Airlines	 	 
	PT6A-67D TCP® Agreement # 06-2454
	 	Dated: March 1, 2007







	 	 	 	WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR
NONINFRINGEMENT, NON-INTERFERENCE WITH ENJOYMENT, OR ACCURACY, AND ALL WARRANTIES
IMPLIED FROM ANY COURSE OF DEALING OR USAGE OF TRADE. ALL REPORTS FURNISHED TO
OPERATOR AS A RESULT OF THE DAC SERVICES MAY BE BASED ON INFORMATION FURNISHED BY
OPERATOR OR OTHER OWNERS OR OTHER OPERATORS OF MONITORED ENGINES; NEITHER P&WC NOR
THE DAC SHALL HAVE LIABILITY FOR ANY ERRORS IN OR OMISSIONS FROM THE DATA AND
REPORTS PROVIDED TO OPERATOR, OTHER OWNERS OR OTHER OPERATORS. IT IS OPERATOR’S
RESPONSIBILITY TO DETERMINE THE SUITABILITY OF THE SERVICES FOR OPERATOR’S PURPOSES.
OPERATOR ACKNOWLEDGES THAT 100% AVAILABILITY IS NOT REALIZABLE AND THAT INACCURACIES
OR MALFUNCTIONS MAY OCCUR.
	 
	 	11.5	 	Airworthiness. WITHOUT LIMITING ANY OTHER EXCLUSION OF WARRANTY, P&WC
MAKES NO WARRANTIES THAT THE DAC SERVICES ALLOW OPERATOR OR THE OWNERS OR THE OPERATORS
OF AN AIRCRAFT TO DETERMINE THE AIRWORTHINESS OF SUCH AIRCRAFT. OPERATOR IS SOLELY
RESPONSIBLE FOR DETERMINING THE AIRWORTHINESS OF THE AIRCRAFT, AT ALL TIMES, IN
ACCORDANCE WITH ALL APPLICABLE REQUIREMENTS, INCLUDING WITHOUT LIMITATION, FROM THE
MANUFACTURER(S) AND ALL RELEVANT REGULATORY AUTHORITIES.
	 
	 	11.6	 	Indemnification. Operator will defend, indemnify and hold harmless P&WC
and its affiliates, directors, officers, employees, shareholders, representatives,
agents, servants, predecessors, successors, and permitted assigns (each an
“Indemnitee”) from and against any claim, suit, demand, loss, damage, expense
(including reasonable attorneys’ fees and costs) or liability that may result from,
arise out of or relate to (a) Operator’s breach of any agreement between Operator and
the DAC; (b) Operator’s use of or access to any DAC Services provided by the DAC; c)
Operator’s negligence or willful misconduct in relation to the DAC Services; or (d) any
personal injury or property damage arising with respect to any aircraft owned or
operated by Operator with respect to which any DAC Services are provided, but only to
the extent not caused (i) by the negligence or willful misconduct of P&WC, or (ii) the
DAC Services.
	 
	 	11.7	 	LIMITATION OF LIABILITY. THE LIMIT OF P&WC AND THE DAC’S LIABILITY
(WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY IN TORT OR BY STATUTE OR
OTHERWISE) CONCERNING PERFORMANCE OR NON-PERFORMANCE BY P&WC OR THE DAC, OR IN ANY
MANNER RELATED TO THE DAC SERVICES, FOR ANY AND ALL CLAIMS, WILL NOT IN THE AGGREGATE
EXCEED THE PAYMENTS MADE BY OPERATOR TO P&WC HEREUNDER WITHIN THE





			
	 	 	 
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	 	 	 	6MONTHS PRIOR TO THE DATE THE CLAIM AROSE. OPERATOR RELEASES P&WC AND THE DAC FROM
AND AGAINST ALL LIABILITY BEYOND SUCH MAXIMUM LIABILITY. NEITHER P&WC NOR THE DAC
WILL BE LIABLE FOR ANY LOSS OF DATA, PROFITS, SAVINGS, USE OR BUSINESS; FOR DELAYS,
INCONVENIENCE OR BUSINESS INTERRUPTION; OR FRUSTRATION OF ECONOMIC OR BUSINESS
EXPECTATIONS, NOR FOR ANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY, CONTINGENT,
PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE DAC
SERVICES WITHOUT REGARD TO WHETHER P&WC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES. NEITHER P&WC NOR THE DAC WILL BE LIABLE OR RESPONSIBLE FOR ANY ANALYSIS,
INTERPRETATION OR APPLICATION OF ANY INFORMATION OR DATA PROVIDED VIA THE DAC
SERVICES. THESE LIMITATIONS ARE INDEPENDENT FROM ALL OTHER PROVISIONS OF THIS
AGREEMENT AND WILL APPLY NOTWITHSTANDING THE FAILURE OF ANY REMEDY PROVIDED HEREIN.
	 
	 	11.8	 	ADAS+ Arrangements. The Parties acknowledge and agree that
terms under which the Engine Maintenance Services are to be provided to the Operator
are predicated on the Parties’ fulfillment of the following arrangements regarding the
ADAS+ (Automatic Data Acquisition System), namely:






	 	11.8.1	 	The Parties shall make arrangements to diligently install, at no cost to the
Operator, at least three (3) ADAS+ systems per month, to a maximum
of twenty-three (23) installations. All installations shall be completed and
operational within a period of one (1) year from the signature date of this
Agreement;






	12.0	 	DELAY






	 	12.1	 	P&WC is not responsible for any failure or delay in performance resulting from
causes which are (i) beyond P&WC’s reasonable control; (ii) occurred without fault or
negligence of P&WC; (iii) could not have been reasonably foreseen and; (iv) could not
have been prevented by means reasonably available to P&WC. These may include but are
not limited to events such as acts of government, court order, civil unrest, sabotage,
adverse weather conditions, labour trouble and shortage of materials or services. P&WC
will give timely notice to Operator of any such event and wilt endeavor to avoid or
remove the cause and resume performance with minimum delay. The time for delivery will
be extended accordingly.






	13.0	 	WARRANTY & LIMITATION OF LIABILITY






	 	13.1	 	This Agreement is in lieu of the warranty and service policy applicable to the
Operator’s Engine(s) and the Operator hereby assigns to P&WC all rights and





			
	 	 	 
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	PT6A-67D TCP® Agreement # 06-2454
	 	Dated: March 1, 2007







	 	 	 	remedies thereunder in respect of damage or Repairs arising during the term of this
Agreement. Upon termination of this Agreement, any remaining Warranty & Service
policy coverage will return to the Operator.
	 
	 	13.2	 	P&WC is responsible for the defense of any claim, alleging infringement of a
Canadian or United States patent by sale or use, without further combination, of new
parts incorporated in the Goods provided the Operator gives P&WC prompt written notice
of the claim, and full information and authority to defend it. P&WC’s responsibility
includes all expenses of defense and payment of costs and damages for patent
infringement awarded by the court or agreed to by P&WC. If use or sale of the Goods is
finally prohibited, P&WC will, at its option (i) procure the right for sale or use,
(ii) modify or replace the Goods to avoid infringement or (iii) take back the Goods and
refund the price (less a reasonable allowance for use or damage). The Operator will
hold P&WC harmless against any claim of patent infringement arising out of compliance
with a design or specification furnished by the Operator.
	 
	 	13.3	 	The Services, Goods and remedies provided by P&WC under this Agreement are
accepted by the Operator in lieu of all other warranties expressed, implied or any
obligation or liability of P&WC in contract or in tort whether or not arising out of
negligence. The Operator’s remedies are expressly limited to those set out in this
Agreement to the exclusion of any and all other remedies including without limitation,
indirect, incidental or consequential damages. Indirect, incidental or consequential
damages include, without limitation, economic loss, loss or damage to any property or
person or any other exemplary, punitive or similar damages, as well as expenses
incurred external to the Engines as a result of any of the Goods or services provided
hereunder.






	14.0	 	NON-DISCLOSURE






	 	14.1	 	Neither Party shall disclose without the prior written approval of the other
Party, any information regarding terms and conditions of this Agreement to any third
party, nor advertise or release any publicity concerning this Agreement. The provisions
of this paragraph shall survive termination of this Agreement.
	 
	 	14.2	 	P&WC reserves the right to disclose the terms and conditions of this Agreement
to any of its affiliates on a “need to know” basis.






	15.0	 	TERMINATION






	 	15.1	 	Default. In the event that either Party is in default of any provision of this
Agreement and remains in default for a period of fifteen (15) days after receipt of
written notice thereof from the other, such other Party may, without prejudice to any
rights and remedies otherwise provided under this Agreement or by law, (i) suspend the
Services under this Agreement from the date of the written notice for





			
	 	 	 
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	PT6A-67D TCP® Agreement # 06-2454
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	 	 	 	default, and (ii) terminate this Agreement by notice at any time after the fifteen
(15) day period.
	 
	 	15.2	 	Material Adverse Effect. P&WC shall have the right, but not the obligation, to
terminate this Agreement upon the occurrence of any event or condition (including
without any change in the Operator or business of the Operator) which has or is
reasonably likely to have a Material Adverse Effect.
	 
	 	15.3	 	Cross-Default. Without limitation to P&WC’s other rights and recourses provided
under this Agreement or in law, the Operator acknowledges and agrees that:






	 	15.3.1	 	if the Operator is in material default under any other agreement it has
entered into with P&WC or any of its affiliates or subsidiaries, such default
shall constitute a default under this Agreement; and
	 
	 	15.3.2	 	if the Operator is in material default under this Agreement, such default
shall constitute a default under all other agreements which the Operator may
have entered into with P&WC or any of its affiliates or subsidiaries.






	 	15.4	 	Termination for Bankruptcy. Either Party may terminate this Agreement at any
time by written notice to the other if the other Party becomes insolvent or performs or
permits any act of bankruptcy, liquidation, or if a receiver, trustee or custodian is
appointed of the other Party or a substantial part of the other Party’s property.
	 
	 	15.5	 	Right of Compensation. Should the Operator be indebted to P&WC or any of its
affiliates or subsidiaries (collectively the “P&WC Group”) upon the occurrence or by
reason of a default under this Agreement or any other agreement as a result of
application of the cross-default provision contemplated at article 15.3 hereof (the
“Operator’s Debt”) and that the Operator does not, for any reason whatsoever, pay the
Operator’s Debt at the earliest of (i) the prescribed delay(s) to effect such payment
or (ii) thirty (30) days from the date of such default, P&WC shall have the right to
apply any sums that the P&WC Group may have received from the Operator, whether under
the terms of this Agreement or any other agreement(s) executed with the Operator, as a
reduction to the Operator’s Debt, without further notice or delay to the Operator.






	16.0	 	ACCOUNT RESERVES






	 	16.1	 	Reconciliation. Upon termination of the Agreement under Article 15.0, P&WC
shall, within 30 calendar days, provide the balance of Operator’s FMP®
account, with relevant documentation as deemed appropriate by P&WC, which shall be
calculated as follows:





			
	 	 	 
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	PT6A-67D TCP® Agreement # 06-2454
	 	Dated: March 1, 2007







	 	1.	 	The aggregate amount of monthly payments received from the
Operator under the Agreement from the date of inception of this Agreement to
the date of termination,
	 
	 	 	 	less
	 
	 	2.	 	The aggregate amount of all services provided by P&WC under the
Agreement valued at the P&WC Repair & Overhaul Agreement prices negotiated
between both parties for all such services performed by P&WC hereunder, as
established at the date of inception of this Agreement and as escalated from
time to time as contemplated in this Agreement.






	 	16.2	 	Negative Account. In the event that the balance of Operator’s FMP®
account determined pursuant to Section 16.1 is negative (monthly payments received are
less than the aggregate amount of services provided under the Agreement for the date of
inception of this Agreement forward), the Operator shall, within 30 days from the date
of termination notice, pay 100% of the negative FMP® balance to P&WC.
	 
	 	16.3	 	Positive Account. In the event that the balance of Operator’s FMP®
account determined pursuant to Section 16.1 is positive (monthly payments received
exceed aggregate amount of services provided under the Agreement for the date of
inception of the Agreement forward), the following provisions shall apply:
	 
	 	16.4	 	Termination caused by Operator. If the cause of the termination of the
Agreement is attributable to the Operator under Sections 15.1, 15.2 or 15.4 hereof,
then P&WC (i) shall credit 85% of the positive FMP® balance to the
Operator’s account for future Engine maintenance services, or (ii) shall, at the
request of the Operator, within 60 days from the date of termination, reimburse 60% of
the positive balance to the Operator.
	 
	 	 	 	Termination caused by P&WC. If the cause of the termination of the Agreement
is attributable to P&WC, then P&WC shall credit 100% of the positive FMP®
balance to the Operator’s account for future Engine maintenance services.
	 
	 	16.5	 	Agreement Expiration. If the Agreement lapses by expiration of the term:






	 	16.5.1	 	the Operator shall be relieved of its obligation to pay any negative balance
on its FMP® account;
	 
	 	16.5.2	 	the Operator shall not be entitled to claim any positive balance on its
FMP® account; and
	 
	 	16.5.3	 	P&WC shall not be obligated to reconcile the Operator’s FMP®
account.





			
	 	 	 
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	PT6A-67D TCP® Agreement # 06-2454
	 	Dated: March 1, 2007







	 	16.6	 	Damaged/Lost Engine. In the event that an Engine is damaged by accident and
deemed by P&WC to be beyond economical Repair, or deemed by P&WC not to be recoverable
due to theft or loss, performance of all obligations of the Parties under this
Agreement, except for the Operator’s obligation to make any payment due to P&WC
hereunder, for such Engine shall be completed up to the date of such event and shall
cease thereafter.






	17.0	 	TRANSFER OF BENEFITS






	 	17.1	 	Upon written request from the Operator, P&WC may agree to terminate this
Agreement and transfer any positive balance accrued, if applicable, in the Operator’s
account hereunder to a new operator, subject to the terms and conditions established by
P&WC at that time.






	18.0	 	EXPORT CONTROLS






	 	18.1	 	This Agreement is subject to Canadian, US or other country’s export control
regulations.
	 
	 	18.2	 	P&WC:






	 	•	 	will apply and pay for any necessary export permit/license required for
shipment from a Designated Facility to the Operator’s location as required;
	 
	 	•	 	cannot be held responsible for the issuance, or renewal of export
license/permits;
	 
	 	•	 	shall have no liability for delays or damages resulting from a governmental
authority’s refusal to grant, or its revocation of a required export
authorization.






	 	18.3	 	Operator:






	 	•	 	will apply and pay for any necessary export license/permit required for
shipment from Operator’s facility to a P&WC location as required;
	 
	 	•	 	cannot be held responsible for the issuance or renewal of export
license/permits.
	 
	 	Note: 	 	Neither Party will be held responsible for cost(s)/expenses
incurred by either Party should export license/permit not be issued and/or
renewed by a government authority.






	19.0	 	GENERAL TERMS





			
	 	 	 
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	PT6A-67D TCP® Agreement # 06-2454
	 	Dated: March 1, 2007







	 	19.1	 	All notices required to be given pursuant to this Agreement shall be in writing
and shall be considered as duly delivered when sent by registered mail to the other
Party at the address stated on the face page of this Agreement or such other address as
either Party shall advise the other in writing.
	 
	 	19.2	 	The Operator may not assign this Agreement in whole or in part without the
written consent of P&WC.
	 
	 	19.3	 	This Agreement with its Annexes constitutes the sole and entire Agreement
between the Parties with regard to the subject matter hereof and supersedes all other
contracts, agreements or understandings including, without limitation, the Operator’s
purchase orders or P&WC’s acknowledgment thereof.
	 
	 	19.4	 	This Agreement shall be governed and interpreted in accordance with the laws in
force in the Province of Ontario, Canada.
	 
	 	19.5	 	No modification of this Agreement shall be binding unless agreed to by a
written instrument executed by duly authorized representatives of both Parties.
	 
	 	19.6	 	Recourses are cumulative and not alternative. Singular includes the plural.
Headings are for purposes of convenience only. The nullity of any part of this
Agreement shall not affect the validity of the remainder.
	 
	 	19.7	 	Any concession, latitude or waiver allowed by either Party to the other at any
time shall not prevent such party from subsequently enforcing its rights and shall not
be deemed a waiver of any subsequent breach.
	 
	 	19.8	 	The Parties have requested this Agreement, including all of its Annexes, to be
drawn in the English language.






	20.0	 	PERFORMANCE COMMITMENTS






	 	20.1	 	For unscheduled events only: P&WC shall, prior to the receipt of Goods at
P&WC’S facility, determine with the Operator the turnaround time requirements for such
Goods on a case-by-case basis.






	 	20.1.1	 	Turnaround times shall be calculated from date of induction of Goods or
receipt of the Operator’s Purchase Order or Purchase Order Supplement,
whichever is later, until delivery of the Goods FCA (Incoterms 2000) to the
Operator’s carrier at P&WC’s facility.
	 
	 	20.1.2	 	The target [*] shall be as follows:
	 
	 	•	 	Engine / Module overhaul                [*]
	 
	 	•	 	H.S.I. with test at P&WC                [*]
	 
	 	•	 	Basic unscheduled engine removal      [*]





			
	 	 	 
	The disclosure of this document is subject to the restrictions of Article 14 contained herein
	 	21






 









 





			
	Gulfstream International Airlines	 	 
	PT6A-67D TCP® Agreement # 06-2454
	 	Dated: March 1, 2007







	 	20.1.3	 	Turnaround times shall exclude delays attributable to the Operator, such as,
without limitation, awaiting the Operator’s Purchase Order, Purchase Order
Supplement or workscope instructions.






	 	20.2	 	For scheduled events only: P&WC undertakes, for the benefit of the Operator, to
make an engine available seven (7) days prior to installation for any scheduled engine
removal during the term of this Agreement (the “Support Engine”), provided the Operator
is not in material default under this Agreement at such time. If such Support Engine is
one of P&WCL’s rental engines, the Operator shall be required to execute P&WCL’s
standard rental engine agreement and, in such event, the rental engine shall be made
available to the Operator at the then applicable TCP® Hourly Rate.
	 
	 	20.3	 	Penalty. Subject to paragraph 20.4 hereunder, if P&WC does not make a Support
Engine available to the Operator (other than for reasons attributable to the Operator)
(i) where the turnaround times have exceeded the agreed turnaround times set forth in
paragraph 20.1.2 above, or (ii) for any scheduled engine removal, P&WC shall credit the
Operator’s account by $USD [*] per day, to a maximum deduction of 20 days or $[*] USD
per event.
	 
	 	20.4	 	Voided Penalty. If the Operator puts an Engine on hold at any time during the
provision of Engine Maintenance Services, the penalty contemplated under section 20.3
will be voided for any Engine affected by the hold.
	 
	 	20.5	 	AOG. Upon notice of an AOG situation, P&WC will confirm receipt of Goods within
twenty-four (24) hours after delivery and provide an emergency service to return the
Goods in serviceable condition as quickly as possible.





			
	 	 	 
	The disclosure of this document is subject to the restrictions of Article 14 contained herein
	 	22







 











 





			
	Gulfstream International Airlines 

PT6A-67D TCP® Agreement # 06-2454
	 	Dated: March 1, 2007






ANNEX A — ENGINE LIST




Fleet Engine serial numbers covered by this Agreement: Times and cycles to be provided




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Gas	 	 	 	 	 	 	 	 	 	 	 	Data valid	 	Power	 	 	 	 	 	 	 	 	 	Data valid
	Generator	 	TTSN	 	TCSN	 	TSO	 	TCSO	 	TSHSI	 	as of	 	Section	 	TTSN	 	TCSN	 	TSO	 	TCSO	 	as of
	114059
	 	 	 	 	 	 	 	 	 	 	 	 	 	114010	 	 	 	 	 	 	 	 	 	 
	114064
	 	 	 	 	 	 	 	 	 	 	 	 	 	114047	 	 	 	 	 	 	 	 	 	 
	114096
	 	 	 	 	 	 	 	 	 	 	 	 	 	114059	 	 	 	 	 	 	 	 	 	 
	114122
	 	 	 	 	 	 	 	 	 	 	 	 	 	114064	 	 	 	 	 	 	 	 	 	 
	114130
	 	 	 	 	 	 	 	 	 	 	 	 	 	114068	 	 	 	 	 	 	 	 	 	 
	114148
	 	 	 	 	 	 	 	 	 	 	 	 	 	114071	 	 	 	 	 	 	 	 	 	 
	114161
	 	 	 	 	 	 	 	 	 	 	 	 	 	114096	 	 	 	 	 	 	 	 	 	 
	114185
	 	 	 	 	 	 	 	 	 	 	 	 	 	114122	 	 	 	 	 	 	 	 	 	 
	114228
	 	 	 	 	 	 	 	 	 	 	 	 	 	114130	 	 	 	 	 	 	 	 	 	 
	114246
	 	 	 	 	 	 	 	 	 	 	 	 	 	114148	 	 	 	 	 	 	 	 	 	 
	114291
	 	 	 	 	 	 	 	 	 	 	 	 	 	114161	 	 	 	 	 	 	 	 	 	 
	114319
	 	 	 	 	 	 	 	 	 	 	 	 	 	114185	 	 	 	 	 	 	 	 	 	 
	114331
	 	 	 	 	 	 	 	 	 	 	 	 	 	114246	 	 	 	 	 	 	 	 	 	 
	114341
	 	 	 	 	 	 	 	 	 	 	 	 	 	114319	 	 	 	 	 	 	 	 	 	 
	114366
	 	 	 	 	 	 	 	 	 	 	 	 	 	114329	 	 	 	 	 	 	 	 	 	 
	114373
	 	 	 	 	 	 	 	 	 	 	 	 	 	114332	 	 	 	 	 	 	 	 	 	 
	114375
	 	 	 	 	 	 	 	 	 	 	 	 	 	114341	 	 	 	 	 	 	 	 	 	 
	114378
	 	 	 	 	 	 	 	 	 	 	 	 	 	114366	 	 	 	 	 	 	 	 	 	 
	114383
	 	 	 	 	 	 	 	 	 	 	 	 	 	114373	 	 	 	 	 	 	 	 	 	 
	114399
	 	 	 	 	 	 	 	 	 	 	 	 	 	114375	 	 	 	 	 	 	 	 	 	 
	114405
	 	 	 	 	 	 	 	 	 	 	 	 	 	114383	 	 	 	 	 	 	 	 	 	 
	114407
	 	 	 	 	 	 	 	 	 	 	 	 	 	114399	 	 	 	 	 	 	 	 	 	 
	114408
	 	 	 	 	 	 	 	 	 	 	 	 	 	114400	 	 	 	 	 	 	 	 	 	 
	114411
	 	 	 	 	 	 	 	 	 	 	 	 	 	114405	 	 	 	 	 	 	 	 	 	 
	114413
	 	 	 	 	 	 	 	 	 	 	 	 	 	114408	 	 	 	 	 	 	 	 	 	 
	114415
	 	 	 	 	 	 	 	 	 	 	 	 	 	114413	 	 	 	 	 	 	 	 	 	 
	114422
	 	 	 	 	 	 	 	 	 	 	 	 	 	114415	 	 	 	 	 	 	 	 	 	 
	114432
	 	 	 	 	 	 	 	 	 	 	 	 	 	114422	 	 	 	 	 	 	 	 	 	 
	114434
	 	 	 	 	 	 	 	 	 	 	 	 	 	114431	 	 	 	 	 	 	 	 	 	 
	114436
	 	 	 	 	 	 	 	 	 	 	 	 	 	114432	 	 	 	 	 	 	 	 	 	 
	114446
	 	 	 	 	 	 	 	 	 	 	 	 	 	114434	 	 	 	 	 	 	 	 	 	 
	114453
	 	 	 	 	 	 	 	 	 	 	 	 	 	114436	 	 	 	 	 	 	 	 	 	 






The disclosure of this document is subject to the restrictions of Article 14 contained herein




23









 





			
	Gulfstream International Airlines 

PT6A-67D TCP® Agreement # 06-2454
	 	Dated: March 1, 2007






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	114455
	 	 	 	 	 	 	 	 	 	 	 	 	 	114439	 	 	 	 	 	 	 	 
	114474
	 	 	 	 	 	 	 	 	 	 	 	 	 	114440	 	 	 	 	 	 	 	 
	114475
	 	 	 	 	 	 	 	 	 	 	 	 	 	114446	 	 	 	 	 	 	 	 
	PS0004
	 	 	 	 	 	 	 	 	 	 	 	 	 	114453	 	 	 	 	 	 	 	 
	PS0005
	 	 	 	 	 	 	 	 	 	 	 	 	 	114455	 	 	 	 	 	 	 	 
	PS0015
	 	 	 	 	 	 	 	 	 	 	 	 	 	114474	 	 	 	 	 	 	 	 
	PS0016
	 	 	 	 	 	 	 	 	 	 	 	 	 	114475	 	 	 	 	 	 	 	 
	PS0023
	 	 	 	 	 	 	 	 	 	 	 	 	 	PS0004	 	 	 	 	 	 	 	 
	PS0029
	 	 	 	 	 	 	 	 	 	 	 	 	 	PS0005	 	 	 	 	 	 	 	 
	PS0041
	 	 	 	 	 	 	 	 	 	 	 	 	 	PS0015	 	 	 	 	 	 	 	 
	PS0043
	 	 	 	 	 	 	 	 	 	 	 	 	 	PS0016	 	 	 	 	 	 	 	 
	PS0044
	 	 	 	 	 	 	 	 	 	 	 	 	 	PS0023	 	 	 	 	 	 	 	 
	PS0053
	 	 	 	 	 	 	 	 	 	 	 	 	 	PS0029	 	 	 	 	 	 	 	 
	PS0057
	 	 	 	 	 	 	 	 	 	 	 	 	 	PS0041	 	 	 	 	 	 	 	 
	PS0058
	 	 	 	 	 	 	 	 	 	 	 	 	 	PS0043	 	 	 	 	 	 	 	 
	PS0070
	 	 	 	 	 	 	 	 	 	 	 	 	 	PS0057	 	 	 	 	 	 	 	 
	PS0096
	 	 	 	 	 	 	 	 	 	 	 	 	 	PS0058	 	 	 	 	 	 	 	 
	PS0121
	 	 	 	 	 	 	 	 	 	 	 	 	 	PS0070	 	 	 	 	 	 	 	 
	PS0122
	 	 	 	 	 	 	 	 	 	 	 	 	 	PS0071	 	 	 	 	 	 	 	 
	PS0130
	 	 	 	 	 	 	 	 	 	 	 	 	 	PS0096	 	 	 	 	 	 	 	 
	PS0138
	 	 	 	 	 	 	 	 	 	 	 	 	 	PS0121	 	 	 	 	 	 	 	 
	PS0139
	 	 	 	 	 	 	 	 	 	 	 	 	 	PS0122	 	 	 	 	 	 	 	 
	PS0162
	 	 	 	 	 	 	 	 	 	 	 	 	 	PS0130	 	 	 	 	 	 	 	 
	PS0179
	 	 	 	 	 	 	 	 	 	 	 	 	 	PS0138	 	 	 	 	 	 	 	 
	PS0180
	 	 	 	 	 	 	 	 	 	 	 	 	 	PS0139	 	 	 	 	 	 	 	 
	PS0195
	 	 	 	 	 	 	 	 	 	 	 	 	 	PS0162	 	 	 	 	 	 	 	 
	PS0241
	 	 	 	 	 	 	 	 	 	 	 	 	 	PS0179	 	 	 	 	 	 	 	 
	PS0248
	 	 	 	 	 	 	 	 	 	 	 	 	 	PS0195	 	 	 	 	 	 	 	 
	PS0333
	 	 	 	 	 	 	 	 	 	 	 	 	 	PS0241	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	PS0248	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	PS0333	 	 	 	 	 	 	 	 






	 	 	 
	where:
	 	 
	 
	 	 
	TSN

	 	= Time Since New
	TSO

	 	= Time Since Overhaul
	TSHSI

	 	= Time Since Hot Section Inspection
	CSN

	 	= Cycle Since New
	CSO

	 	= Cycle Since Overhaul






The disclosure of this document is subject to the restrictions of Article 14 contained herein





24









 





			
	Gulfstream International Airlines 

PT6A-67D TCP® Agreement # 06-2454
	 	Dated: March 1, 2007






	 	 	 
	CSHSI

	 	= Cycle Since Hot Section Inspection





Note: The information contained in this Annex was presented to P&WC by the Operator and is valid as
of new date required The Operator acknowledges that P&WC relied upon such information in entering
into this Agreement and in determining the TCP® Hourly Rate.



Any discrepancies found by P&WC will be the sole responsibility of the Operator and may result in
an adjustment of the TCP® Hourly Rate by P&WC or the exercise of such other recourse as
P&WC has under the Agreement.




The disclosure of this document is subject to the restrictions of Article 14 contained herein




25









 





			
	Gulfstream International Airlines 

PT6A-67D TCP® Agreement # 06-2454
	 	Dated: March 1, 2007






ANNEX B — LCF, HSI and Fuel Nozzle Kit Components





	A.	 	 	LCF COMPONENTS






	1.	 	The following LCF Components are covered under this Agreement. The scope of services shall be
subject to Annex C.





	 	 	 
	Gas Generator Module	 	Power Section Module
	Rotor, Compressor 1st Stage

	 	Disk, Power Turbine, 1st Stage
	Rotor, Compressor, 2nd Stage

	 	Disk, Power Turbine, 2nd Stage
	Rotor, Compressor 3rd Stage
	 	 
	Rotor, Compressor, 4th Stage
	 	 
	Shaft, Compressor Rotor
	 	 
	Impeller, Compressor
	 	 
	Disk, Compressor Turbine
	 	 







	B.	 	 	HSI COMPONENTS






	1.	 	The following HSI Components are covered under this Agreement. The scope of services shall be
subject to Annex C.





	 	 	 
	C.T. Disk and Blades
	 	 
	Small Exit Duct Assembly

	 	2nd Bearing Cover Flange
	C.T. Vane Ring

	 	2nd Bearing Cover Locating Plate
	C.T. Shroud Housing

	 	Shroud Housing Retaining Bolts
	Combustion Chamber, outer liner*

	 	Combustion Chamber, inner liner*
	C.T. Shroud Segments

	 	1st Stage PT Vane*
	PT Stator Housing*

	 	Rings (s), Sealing








 




			
	*	 	only when repair is required






	C.	 	 	FUEL NOZZLE KIT COMPONENTS






	1.	 	The following Fuel Nozzle Kit Components are covered under this Agreement. The scope of
services shall be subject to Annex C.










Adapter Assemblies (Qty: 14)

Nozzle Assemblies, Fuel (Qty: 14)

Sheaths, Fuel Nozzle (Qty: 14)

Fuel Flow divider and Purge valve (Qty: 1)

Note: Transfer Tubes, metal “O” ring gaskets and preformed packings are not included.








The disclosure of this document is subject to the restrictions of Article 14 contained herein




26









 





			
	Gulfstream International Airlines 

PT6A-67D TCP® Agreement # 06-2454
	 	Dated: March 1, 2007






ANNEX C — SCOPE OF SERVICES





	1.0	 	GENERAL






	 	1.1	 	Annex C further defines the extent of Engine Maintenance Services to be
provided by P&WC under this Agreement. The requirements for Engine induction and
restoration are defined in the applicable Service Centre Specification. P&WC shall
provide the Operator with a copy of such specification upon request by the Operator.
	 
	 	1.2	 	An HSI or HSI Repair shall be performed when indicated by ECTM® by
boroscope inspection, hard time intervals or as determined by P&WC in conjunction with
the Operator to optimize shop visit scheduling. P&WC reserves the right to determine if
an HSI or HSI Repair is required.
	 
	 	1.3	 	Unscheduled replacement of any Accessory listed in Annex C, Article 4.4 by a
serviceable unit as a consequence of confirmed failure due to another Component or
Engine induced malfunction is not covered under this Agreement.
	 
	 	1.4	 	Costs related to the incorporation of service bulletins applicable to
components under this Agreement covered through commercial support programs, at time of
Engine Module scheduled shop visits or as described in the commercial support program
notification and minimum service bulletin(s) will be covered under the terms of this
Agreement.
	 
	 	1.5	 	P&WC may from time to time, offer the option to exchange Engines for convenient
purpose. Finalization of such exchange would require mutual agreement from both Parties
and would be subject to the Operator, or if the Operator does not own the Engine, the
owner of the Engine to enter into a P&WC Engine Exchange Agreement which shall effect
the transfer of title of the Engines.






	2.0	 	FUEL NOZZLE KIT REFURBISHMENT






	 	2.1	 	Fuel nozzle kit refurbishment coverage includes the costs associated with fuel
nozzle restoration at time of HSI, Repair (subject to Article 2.4 below) and Overhaul
of the Engine. It excludes all costs associated with removal and installation of fuel
nozzles outside a scheduled shop visit.
	 
	 	2.2	 	Fuel nozzle kit refurbishment coverage for those nozzles removed from the
Engine by the Operator (line maintenance level) at the agreed fuel nozzle restoration
interval stipulated in Annex E includes costs associated with the refurbishment of said
nozzles subject to Article 2.4 below. In such case, the Operator is responsible for all
shipping costs for the nozzles.
	 
	 	2.3	 	The Operator agrees to the fuel nozzle restoration interval stipulated in Annex
E.





The disclosure of this document is subject to the restrictions of Article 14 contained herein




27









 





			
	Gulfstream International Airlines 

PT6A-67D TCP® Agreement # 06-2454
	 	Dated: March 1, 2007







	 	2.4	 	Coverage for fuel nozzles (at engine shop visit) with less than 100 hours
runtime since new or last restoration includes flow-test and Repair of only those
nozzles which do not meet the flow criteria of the applicable Engine Maintenance
Manual.






	3.0	 	FUEL NOZZLE SUPPORT






	 	3.1	 	For the duration of this Agreement, P&WC shall cause Pratt & Whitney Component
Solutions, Inc. (“PWCS”) to maintain a minimum of seven (7) serviceable fuel nozzle
kits at Operator’s facility (the “PWCS Inventory”).
	 
	 	3.2	 	Operator will segregate and label the PWCS Inventory from the Operator’s own
inventory.
	 
	 	3.3	 	Delivery of fuel nozzles:






	 	3.3.1	 	Initial Provisioning. P&WC shall cause PWCS to
deliver, at its PWCS’s sole expense, the PWCS Inventory.
	 
	 	3.3.2	 	Fuel Nozzle Kit cores. The Operator shall deliver, at
its sole expense, fuel nozzle kit cores (the “Core(s)”) which are removed from
Operator’s Engines to P&WC’s designated facility for repair.
	 
	 	3.3.3	 	Replenishment of Inventory. P&WC’s shall cause its
designated repair facility to replenish, at Operator’s expense, the PWCS
Inventory each time it receives a Core from the Operator.






	 	3.4	 	Right of return. Operator shall have the right to return PWCS Inventory
upon thirty (30) days written notice to PWCS.
	 
	 	3.5	 	Right of retrieval. PWCS shall have the right to retrieve the PWCS
Inventory upon thirty (30) days written notice to Operator.
	 
	 	3.6	 	Title transfer. The PWCS Inventory shall remain the property of PWCS
until installed onto an Engine, in accordance with 

section 6.0.
	 
	 	3.7	 	Risk of loss or damage. Operator will be liable for loss or damage to
the PWCS Inventory while such inventory is under the care and custody of the Operator.
	 
	 	3.8	 	Return at termination. Upon termination of this Agreement, the Operator
shall return, at its own expense, the PWCS Inventory to PWCS.






	4.0	 	HIS






	 	4.1	 	An HSI or HSI repair will be performed in accordance with the PT6A Engine
Maintenance Manual inspection criteria. Repairs may use in-service inspection criteria
as deemed applicable.





The disclosure of this document is subject to the restrictions of Article 14 contained herein




28









 





			
	Gulfstream International Airlines 

PT6A-67D TCP® Agreement # 06-2454
	 	Dated: March 1, 2007







	 	4.2	 	HSI Components coverage includes the cost to Repair or replace (if
unserviceable and non-repairable per the Engine Maintenance Manual), as the case may
be, the HSI Components listed in Annex B, part B, at a P&WC Designated Facility.
	 
	 	4.3	 	The Operator shall provide the Designated Facility and the FMP®PM
with the following information at time of HSI:






	 	4.3.1	 	Reason for Removal;
	 
	 	4.3.2	 	CT Disk serial number and LCF card and trim weight locations;
	 
	 	4.3.3	 	Engine serial numbers, TSN, CSN, TSO, CSO, TSHSI and CSHSI.






	5.0	 	ACCESSORY WORKSCOPE






	 	5.1	 	Accessories removed for BUR (Field Level Maintenance) are not covered under the
terms of this Agreement.
	 
	 	5.2	 	Accessories not installed on the Engine Module prior to its removal are not
covered under the terms of this Agreement.
	 
	 	5.3	 	The following defines the Accessory workscope to be performed by P&WC, at time
of Engine/Module shop visit for Repair, HSI or Overhaul.
	 
	 	 	 	Note: Operators approved Fleet Accessories Time Between Overhaul (TBO) is 10,000
cycles.





	 	 	 	 	 	 	 	 	 
	 	 	Repair	 	HSI	 	GGV1 & PSV1	 	GGV2 & PSV2
	Bleed Valve

	 	FC
	 	FC
	 	FC
	 	O/H
	Chip Detector

	 	FC
	 	FC
	 	FC
	 	O/H
	Flow Divider/Purge Valve

	 	C/FC&R
	 	C/FC&R
	 	C\FC&R
	 	O/H
	Fuel Nozzle set

	 	C/FC&R
	 	C/FC&R
	 	C\FC&R
	 	O/H
	Oil Filter

	 	C&I
	 	C&I
	 	C&I
	 	O/H
	T-5 Harness

	 	FC
	 	FC
	 	FC
	 	O/H
	T-5 Thermocouples

	 	FC
	 	FC
	 	FC
	 	O/H
	T1 Trim Stick

	 	FC
	 	FC
	 	FC
	 	O/H
	Propeller Governor Unit	 	V	 	V	 	OH (See Note 1 & 2)
	Fuel Control Unit	 	V	 	V	 	OH (See Note 1 & 2)
	Fuel Pump	 	V	 	V	 	OH (See Note 1 & 2)
	Thermostatic By-Pass & Check Valve

	 	V
	 	V
	 	V
	 	O/H
	Oil-to-Fuel Heater

	 	V
	 	V
	 	V
	 	O/H
	Ignition Exciter

	 	V
	 	V
	 	V
	 	O/H







			
	Note 1:	 	Accessories received with less than 80% TSO accumulated will be functionally \
bench check only.





The disclosure of this document is subject to the restrictions of Article 14 contained herein




29









 





			
	Gulfstream International Airlines 

PT6A-67D TCP® Agreement # 06-2454
	 	Dated: March 1, 2007







			
	Note 2:	 	The following accessories have specific hard time intervals to respect: Fuel
Control Unit, Fuel Pump and Propeller Governor. Refer to SB 14003 for TBO intervals
(accessories table).





	 	 	 
	Codes:
	 	 
	V:

	 	Visually inspect (Maintenance Manual)
	C&I:

	 	Clean and Inspect, reinstall if serviceable (Maintenance Manual)
	FC:

	 	Functional/Bench check (Maintenance Manual)
	C/FC&R:

	 	Clean, Functionally Check and Repair deviating Nozzles as necessary (Maintenance Manual)
	O/H:

	 	Per Overhaul Manual Instructions







	6.0	 	LCF HARDWARE






	 	6.1	 	P&WC will replace an LCF Component listed in Annex B which is accessible at
time of shop visit, if the cycles remaining on the subject Component is insufficient to
reach the next scheduled engine shop visit or HSI interval that will permit access to
that LCF Component. At its option, P&WC may elect to install serviceable LCF
Components.






	7.0	 	ENGINE MODULE – SCHEDULE VISIT (BASIC WORKSCOPE)






	 	7.1	 	Gas Generator Visit 1 (GGV1) — Repair






	 	–	 	Limited workscope as defined in Light Overhaul Manual & SB 14003
	 
	 	–	 	Module includes






	 	•	 	Basic module (AGB/Compressor Assembly)
	 
	 	•	 	CT Disk Balancing assembly
	 
	 	•	 	CT vane ring assembly
	 
	 	•	 	Liners / First stage PT vane ring
	 
	 	•	 	Fuel Nozzles & Fuel Flow divider
	 
	 	•	 	Bleed Valve / trim stick / Ignition plugs & cables
	 
	 	•	 	FCU, Fuel pump (see Annex C, Para 4.4)






	 	–	 	Test






	 	•	 	Test per Overhaul manual — OH limits






	 	7.2	 	Gas Generator Visit 2 (GGV2) — Overhaul






	 	–	 	Complete overhaul per the Engine Overhaul Manual & SB 14003
	 
	 	–	 	Module includes






	 	•	 	Basic module (AGB/Compressor Assembly)
	 
	 	•	 	CT Disk Balancing assembly
	 
	 	•	 	CT vane ring assembly
	 
	 	•	 	Liners / First stage PT vane ring
	 
	 	•	 	Fuel Nozzles & Fuel Flow divider





The disclosure of this document is subject to the restrictions of Article 14 contained herein




30









 





			
	Gulfstream International Airlines 

PT6A-67D TCP® Agreement # 06-2454
	 	Dated: March 1, 2007







	 	•	 	Bleed Valve / trim stick / Ignition plugs & cables
	 
	 	•	 	FCU, Fuel pump (see Annex C, Para 4.4)
	 
	 	•	 	Overhaul inner & outer liners
	 
	 	•	 	Overhaul, first stage P.T. Vane Ring.






	 	–	 	Test






	 	•	 	Test per Overhaul manual — OH limits .






	 	7.3	 	Power Section Visit 1 (PSV1) — Repair






	 	7.3.1	 	Work performed at PWC facility






	 	–	 	Limited workscope as defined in Light Overhaul Manual & SB 14003
	 
	 	–	 	Module includes






	 	1.	 	Basic module ( RGB front & rear cases assy, PT
rotor Balancing assembly, exhaust duct case & PT stator housing
assembly)
	 
	 	2.	 	T5 system, chip detector
	 
	 	3.	 	Propeller Governor (see Annex C, Paragraph 4.4)






	 	7.3.2	 	Test






	 	•	 	Option 1: Perform a test cell run per Overhaul manual.
	 
	 	•	 	Option 2: Repaired Power section module could be tested “On-Wing” in
accordance with the Aircraft Maintenance Manual (module replacement)
and the Operator’s maintenance program.






	7.4	 	Power Section Visit 2 (PSV2) — Overhaul






	 	•	 	Complete overhaul per the Engine Overhaul Manual & SB 14003
	 
	 	•	 	Module includes:






	 	–	 	Basic module (RGB front & rear
cases assy, PT rotor Balancing assembly, exhaust duct case & PT
stator housing assembly)
	 
	 	–	 	T5 system, chip detector
	 
	 	–	 	Propeller Governor (see Annex C, Paragraph 4.4)






	 	•	 	Test






	 	o	 	Test per Overhaul manual — OH limits





The disclosure of this document is subject to the restrictions of Article 14 contained herein




31









 





			
	Gulfstream International Airlines 

PT6A-67D TCP® Agreement # 06-2454
	 	Dated: March 1, 2007







	7.5	 	Hot Section Kit Inspection






	 	•	 	The Hot Section kit inspection will be performed by at PW&C Designated
Facility.
	 
	 	•	 	If HSI Kit cycles remaining are greater than 1000 cycles, perform a Hot
Section Inspection (ref. M/M 72-00-00 / 72-50-01) using In-Service limits. Log
book should be annotated: TTSHSI : Time Continu HSI.
	 
	 	•	 	If HSI Kit cycles remaining are lower than 1000 cycles, perform a Hot
Section Inspection (ref. M/M 72-00-00 / 72-50-01) using HSI limits. Log book
should be annotated: TTSHSI= 0 hr






	 	 	Operator Responsibilities -






	 	•	 	Perform a pre-HSI engine performance ground run / record results per the
Aircraft OEM instructions;






32











 





			
	Gulfstream International Airlines	 	 
	PT6A-67D TCP® Agreement # 06-2454
	 	Dated: March 1, 2007






ANNEX D — SUPPORT SPARE ENGINES





	1.0	 	RENTAL ENGINE SUPPORT






	 	1.1	 	In the event that an Engine requires removal for Overhaul scheduled repair or
BUR, and all of the Operator’s spare Engines are installed, P&WC shall supply a rental
Engine to the Operator, subject to Engine availability and execution by the Operator of
a standard rental engine agreement at the agreement TCP® Hourly Rate.





Note: Rental Engine support for events not covered by this Agreement
shall be supplied to the Operator, at the then current published P&WCL rental
rate applicable less 10% at such an event.




	 	1.2	 	The Operator shall ship the Engine or Engine Module requiring Engine
maintenance Services covered hereunder to the Designated Facility within ten (10)
working days from the actual removal date.






	 	1.2.1	 	In the event that the Operator i) has a P&WCL rental Engine
installed and; ii) has its Engine put on Customer Hold status by P&WC; and such
Customer Hold status has affected the execution of Engine maintenance Services
covered herein, then the then current published P&WCL rental rate shall
automatically apply (notwithstanding the rate quoted in the rental engine
agreement) until such time as Operator has remedied the Customer Hold situation
under this Agreement.






	 	1.3	 	Rental Engines shall remain on-wing only for the period required for the
Overhaul, scheduled repair or BUR. No later than 10 days following receipt of
Operator’s own Engine, the Operator shall remove the rental Engine.






	 	1.3.1	 	In the event that the ten (10) day period is exceeded, then
the then current published P&WCL standard rental Engine rate plus a late return
charge shall apply and be invoiced to Operator until such time the rental
Engine is returned to P&WCL.






	 	1.4	 	Rental Engines shall be maintained by the Operator using the same maintenance
practices and inspection intervals as the Engines covered under this Agreement and
Annex E. However, support spare Engines are subject to a “hard time” threshold
inspection interval and shall be removed from service prior to the threshold inspection
interval published in the applicable service bulletins or maintenance manual.





			
	 	 	 
	The disclosure of this document is subject to the restrictions of Article 14 contained herein
	33






 









 





			
	Gulfstream International Airlines	 	 
	PT6A-67D TCP® Agreement # 06-2454
	 	Dated: March 1, 2007






ANNEX E MAINTENANCE TASKS, INTERVALS AND OPERATIONAL GUIDELINES





	1.0	 	ENGINE MAINTENANCE CONDITIONS






	 	 	 	The Operator shall operate and maintain the Engines and components in accordance with the
Aircraft Flight Manual, Pilot’s Operating Handbook, the applicable Engine Maintenance
Manual, recommended Service Bulletins, the terms and conditions of this Agreement, and any
other instructions and recommendations issued by P&WC or the aircraft manufacturer. In
addition, the following maintenance tasks are or will be performed at the indicated
intervals for each such Engine and the Operator shall transfer the recommended
tasks\intervals into its approved maintenance program within ninety (90) days following the
signature of this Agreement.







	 	 	 	 	 	 
	 	Note 1: 
	 	The tasks and intervals below may be supplemented, adjusted, or removed at
any time at P&WC’s discretion, based on experience or on review of Engine samples.

	 
	 	Note 2: 
	 	Unless otherwise specified below, all Engine maintenance tasks and intervals
listed in the applicable aircraft and Engine Maintenance Manual are to be performed.






Engine Model: PT6A-67D




	 	 	 	 	 
	

	 	TASKS
	 	
	 

	 	GENERAL	 	INTERVAL
	 
	1

	 	Gas generator — Overhaul	 	GGV1 =12,000 cycles
	 

	 	Power section — overhaul
	 	GGV2 = 24,000 cycles
	 

	 	(Ref: SB 14003R10 — Option C)
	 	PSV1 = 7,500 cycles
	 

	 	 
	 	PSV2 = 15,000 cycles
	 
	 	 	 	 
	2

	 	Hot Section Inspection interval
	 	6000 cycles or based on
ECTM® and
borescope inspection 






	 	 	 	 	 
	 

	 	FUEL SYSTEM	 	 
	 
	 	 	 	 
	1

	 	Fuel nozzle inspection*
	 	600 hrs*
	2

	 	Fuel pump filters replacement
	 	600 hrs
	3

	 	If Sundstrand pump is installed -
inspect for corrosion & fretting
	 	600 hrs
	4

	 	Clean gas generator. Case drain valves
	 	 At fuel nozzle inspection








 




			
	*	 	P&WC shall have the right to adjust, in consultation with Operator, this Interval should hot
section condition trends show evidence that the fuel nozzles and flow divider have been run beyond
the optimum removal interval.





			
	 	 	 
	The disclosure of this document is subject to the restrictions of Article 14 contained herein
	 	34






 









 





			
	Gulfstream International Airlines	 	 
	PT6A-67D TCP® Agreement # 06-2454
	 	Dated: March 1, 2007






	 	 	 	 	 
	 

	 	BOROSCOPE INSPECTION (by qualified personnel)	 	 
	 
	 	 	 	 
	1

	 	Hot section (CC Liner, CT
Stator Assembly, CT Blades and
Shroud Segments
	 	At fuel nozzle inspection
	2

	 	Comprressor inlet
	 	At fuel nozzle inspection
	3

	 	Oil scavenge pump, Inlet screen
	 	1,000 hrs






	 	 	 	 	 
	 

	 	WebECTM® (Ref. SIL Gen-055)	 	 
	 
	 	 	 	 
	1

	 	WebECTM® (latest version)
	 	Automated Daily data collection
	2

	 	Trend alert
	 	D ITT = 15°C, D Ng = 1% (D : Delta)
	3

	 	Data input & analysis
	 	Done by DAC
	4

	 	Maintenance actions recorded in ECTM® data
	 	When applicable
	5

	 	ADAS+ download to turbine tracker
	 	Weekly or 65 hours max.- (upon installation)






	 	 	 	 	 
	 

	 	TASKS
	 	INTERVAL
	 
	 	 	 	 
	 

	 	PROPELLER	 	 
	 
	 	 	 	 
	1

	 	Dynamic balance
	 	1,200 hrs max.
	2

	 	Check primary blade angle
	 	1,200 hrs max.
	3

	 	Inspect slip rings & brush block

assembly, clean as necessary,

inspect de-icing leads & de-icing

mats
	 	200 hrs max.
	 
	 

	 	CLEANING	 	 
	 
	 	 	 	 
	1

	 	Compressor wash (water)
	 	65 Hours
	2

	 	Turbine wash (water)
	 	65 hours
	3

	 	Engine external wash
	 	200 hours
	4

	 	Performance recovery wash (cleaning agent)
	 	200 hrs and if ECTM® dictates
	 
	 

	 	IGNITION	 	 
	 
	 	 	 	 
	1

	 	Inspect igniters and exciter box
	 	200 hrs max.
	2

	 	Replace igniters
	 	On condition
	3

	 	Visual inspection of ignition cables
	 	When igniters are replaced
	 
	 

	 	AIR	 	 
	 
	 	 	 	 
	1

	 	Bleed valve operational check
	 	1,200 hrs max. and if trend dictates






			
	 	 	 
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	 	35






 









 





			
	Gulfstream International Airlines	 	 
	PT6A-67D TCP® Agreement # 06-2454
	 	Dated: March 1, 2007






	 	 	 	 	 
	2

	 	P3 filter check
	 	400 hrs max.
	3

	 	P3 filter replacement
	 	1,000 hrs max.
	 
	 	 	 	 
	 

	 	INDICATION	 	 
	 
	1

	 	ADAS calibration check (if fitted)
	 	Initial 300 hrs (two consecutive

calibrations) then every 1,200 hours
	2

	 	ITT and Torque calibration
	 	1,200 hrs max. and if trend dictates
	 
	 	 	 	 
	 

	 	OIL	 	 
	 
	 	 	 	 
	1

	 	Main oil filter inspection
	 	200 hrs max.
	2

	 	Main oil filter replacement
	 	1,000 hrs max.
	3

	 	Oil filter patch check
	 	As requested by P&WC
	4

	 	Chip detector - open circuit check
	 	100 hrs max.
	5

	 	Chip detector - continuity check (including

wiring harness / terminals if fitted)
	 	600 hrs max.
	 
	 	 	 	 
	 

	 	OPERATIONAL GUIDELINES	 	 
	 
	 	 	 	 
	1

	 	Use of MTOP (Maximum Take-Off Power)
	 	Not to be used unless required.
	2

	 	Reduced Take-off, climb and cruise power
	 	Recommended unless conditions dictate otherwise
	3

	 	Reverse propeller operation
	 	Not recommended unless
situation dictates otherwise.
Disking (flat pitch) is
recommended to minimize FOD.
	4

	 	Inertial separator
	 	Recommended for ground
operations to minimize FOD
except for high power ground
performance check.
	5

	 	Battery program
	 	Per OEM recommendations.
	6

	 	Starting
	 	GPU is recommended. During
start cycle, obtain max.
stabilized Ng speed prior fuel
induction.
	7

	 	Engine Cooldown
	 	Two minutes at Ground Idle
prior to shutdown.






			
	 	 	 
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	 	36






 









 





			
	Gulfstream International Airlines	 	 
	PT6A-67D TCP® Agreement # 06-2454
	 	Dated: March 1, 2007






	 	 	 	 	 
	 

	 	TASKS
	 	 
	 

	 	ACCESSORIES
	 	INTERVAL
	1

	 	Propellor Governor-inspect per SB 14236
	 	1,000 hrs.
	2

	 	Fuel Heater-inspect per Maint. Man
	 	1,000 hrs.
	 
	 	 	 	 
	 

	 	POWER TURBINE BLADES	 	 
	 
	 	 	 	 
	1

	 	PRE SB 14172 with more than 1,500 hrs
	 	200 hrs.
	2

	 	POST SB 14172 with more than 4,000 hrs but less

than 12,000 hours since new
	 	200 hrs.
	3

	 	POST SB 14172 with more than 12,000 hrs but less

than 14,000 hours
	 	50 hrs.
	4

	 	POST SB 14172 with more than 14,000 hrs
	 	25 hrs.






			
	 	 	 
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	 	37






 









 






			
	Gulfstream International Airlines	 	 
	PT6A-67D TCP® Agreement # 06-2454
	 	Dated: March 1, 2007






ANNEX F — MISSION PROFILE AND OPERATING ENVIRONMENT





	1.0	 	OPERATOR PROFILE






	 	1.1	 	The
TCP®
Hourly Rate is based on the Operator Profile
declared by the Operator. Any modifications to the Operator Profile or changes in
geographical or operating environment must be reported promptly to P&WC and may result
in an adjustment to the TCP® Hourly Rate referenced in this Agreement.
	 
	 	1.2	 	The Operator Profile under this Agreement is for Engines used in the regional
airline flight profile submitted by the Operator as indicated below and which are
operated within the limitations specified in the applicable section of the aircraft
flight manual.
	 
	 	1.3	 	The Fleet under this Agreement shall consist of 46 installed Engines and 0
spares as referenced in Annex “A”.






	 	1.3.1	 	Annual utilization of each engine of 2,088 Engine Operating
Hours + / - 5 %;
	 
	 	1.3.2	 	Annual average cycle ratio of 1.2 cycle/hour + / - 5 %;
	 
	 	1.3.3	 	Overhaul interval achieved at 24,000 cycles for gas generator
and 15,000 cycles for power section Modules;
	 
	 	1.3.4	 	HSI interval achieved at 6,000 cycles for the hot section,
interval subject to adjustment based on ECTM® and borescope
inspections results;






	 	1.3.5	 	Gas Generator midlife inspection achieved at 12,000 cycles
	 
	 	1.3.6	 	Power Section — midlife inspection achieved at 7,500 cycles
	 
	 	1.3.7	 	Fuel Nozzle Kit refurbishment interval achieved at 600 hours;






	2.0	 	OPERATING ENVIRONMENT





	 	 	 	 	 
	 

	 	2.1 Hub:
	 	Ft-Lauderdale, Florida
	 
	 

	 	2.2 Route Structure:
	 	Florida & Bahamas






			
	 	 	 
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	 	38






 









 





			
	Gulfstream International Airlines	 	 
	PT6A-67D TCP® Agreement # 06-2454
	 	Dated: March 1, 2007






ANNEX G — MONTHLY REPORT FORM




TCP®

Agreement Number: 06-2454 Report for the month of:
Date


INSTALLED ENGINES AT MONTHS END









	 	 	 	 	 
	Signature:
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	Date:
	 	 	 	 
	 	 	 
	 
	 	 	 	 
	 





			
	 	 	 
	The disclosure of this document is subject to the restrictions of Article 14 contained herein
	 	39






 









 





			
	Gulfstream International Airlines	 	 
	PT6A-67D TCP® Agreement # 06-2454
	 	Dated: March 1, 2007






ANNEX H — WIRE TRANSFER INSTRUCTIONS




US DOLLAR PAYMENT ROUTING — INTERNATIONAL AND CANADIAN CUSTOMER




	 	 	 	 	 	 	 
	Pay through:

	 	[*]	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	[*]

	 
	Account with Institution:

	 	[*]	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	 
		 	 	 	 	[*]	 
	Beneficiary Account:

	 	[*]	 	 	 	 
	 
	 	 	 	 	 	 
	Beneficiary

	 	Pratt & Whitney Canada Corp.	 	 	 	 
	 

	 	Longueuil, Quebec, Canada	 	 	 	 






US DOLLAR PAYMENT ROUTING — US CUSTOMER (ONLY)




	 	 	 	 	 	 	 
	Pay through:

	 	[*]
	 	 		 
	(Destination Bank)

	 	 	 	 	 	 
	 

	 	 	 	 	[*]	 
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 
	Beneficiary’s Bank

	 	[*]	 	 		 
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	 	[*]	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Beneficiary:

	 	[*]	 	 	 	 
	 

	 	Pratt & Whitney Canada Corp.	 	 	 	 
	 

	 	Longueuil, Quebec, Canada	 	 	 	 






			
	 	 	 
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	 	40






 









 





			
	Gulfstream International Airlines	 	 
	PT6A-67D TCP® Agreement # 06-2454
	 	Dated: March 1, 2007






				
	 
	 	NOTE:	 	PLEASE INCLUDE ALL INVOICE NUMBERS ON WIRE TRANSFERS AND FAX ALL
PAYMENT DETAILS TO (450) 647 — 7227.







			
	 	 	 
	The disclosure of this document is subject to the restrictions of Article 14 contained herein
	 	41






 









 





			
	Gulfstream International Airlines	 	 
	PT6A-67D TCP® Agreement # 06-2454
	 	Dated: March 1, 2007






ANNEX I — ADAS+





	1.	 	P&WC agrees to:






	 	a)	 	supply the Operator with the ADAS+ hardware. This hardware will
consist of the ADAS+ processor assembly, all necessary wiring, all required
sensors, the cockpit display, and the associated mounting hardware download cable will
also be included for each main operating base;
	 
	 	b)	 	cover the installation costs of the ADAS+ hardware;
	 
	 	c)	 	provide the Monitor Link ProgramTM (MLPTM) software along
with updates to configure the ADAS+ system and download data;
	 
	 	d)	 	provide access to the TurbineTrackerTM system for review of fleet
data;
	 
	 	e)	 	provide training support during initial installation via CD-ROM and at the
ADAS+ OEM’s facility;
	 
	 	f)	 	have the data received from TurbineTrackerTM analyzed at P&WC’s
approved Designated Analysis Centre (DAC), Altair Avionics Corp;
	 
	 	g)	 	have the DAC provide to the Operator recommendations based on data received;
	 
	 	h)	 	provide to the Operator through the Altair DAC, a regular report outlining
fleet condition status;
	 
	 	i)	 	provide ADAS+ spares for the duration of the FMP®
Agreement; and
	 
	 	j)	 	provide ADAS+ maintenance support.






	2.	 	The OPERATOR agrees to:






	 	a)	 	maintain an FMP® Agreement with P&WC for all aircraft fitted with
the ADAS+ and equipped with Engines covered under this Agreement;
	 
	 	b)	 	supply a laptop computer installed with Windows 98 or a later operating system
and have Internet access;
	 
	 	c)	 	maintain the ADAS+ in an operational status once installed;
	 
	 	d)	 	download, on a weekly basis, data from the ADAS+ to the
TurbineTrackerTM system. Should the Operator fail to download the data,
Operator’s Hourly Rate will be subject to a 5% upward rate adjustment;





			
	 	 	 
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	 	42






 









 





			
	Gulfstream International Airlines	 	 
	PT6A-67D TCP® Agreement # 06-2454
	 	Dated: March 1, 2007







	 	e)	 	cover any installation delay costs in the event that Operator is the cause of
the delay and an installation team was dispatched to Operator to perform the
installation ( delay must be beyond Operator’s reasonable control);
	 
	 	f)	 	be registered with the P&WC approved DAC and act upon recommendation(s)
received from the DAC and / or P&WC based on trend shift(s) and/or other usage
information;
	 
	 	g)	 	complete the scheduled calibration checks and all maintenance as defined in the
ADAS+ operating manual per the Original Equipment Manufacture’s
requirements; and
	 
	 	h)	 	designate an “ADAS+ representative” within its organization to be
responsible for the timely download of data, operation of the system and on-going
system maintenance.






	3.	 	OWNERSHIP OF ADAS+ AND MONITORING EQUIPMENT
	 
	 	 	The ADAS+ hardware along with the supporting software shall remain the personal
property of Pratt & Whitney Canada Leasing LP. (“P&WCL”), and no item thereof shall become a
fixture at the Operator’s facility notwithstanding its installation on or attachment to real
property or any improvement thereon. The Operator shall not acquire any interest in title,
or equity in the ADAS+ and equipment. Plates or markings may be affixed to or
placed on P&WCL property to indicate ownership. The Operator shall at all times keep P&WCL’s
property free and clear from all liens, encumbrances and claims of any of its creditors or
other persons. The Operator shall immediately notify P&WCL of any intent to sell or lease
its aircraft.
	 
	4.	 	OWNERSHIP OF CERTAIN PROPRIETARY RIGHTS
	 
	 	 	The Operator shall acquire no rights or interest in any software, formulas, patterns,
devices, inventions, or process, copyright, patent, and other intellectual and proprietary
rights or similar items of property, which are or may become used in connection with the
ADAS+.
	 
	5.	 	ACTIONS BY THE OPERATOR






	 	a)	 	The Operator shall not move, remove, alter, or change in any way the
ADAS+ or any part thereof without prior written consent of P&WC or as
directed by Altair.
	 
	 	b)	 	Once an installation date for ADAS+ has been agreed to between the
Operator and P&WC, the Operator may cancel installation by giving seventy-two (72)
hours prior written notice. Should the Operator fail to provide sufficient notice as
stated above, the Operator will compensate P&WC as follows:





			
	 	 	 
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	 	43






 









 





			
	Gulfstream International Airlines	 	 
	PT6A-67D TCP® Agreement # 06-2454
	 	Dated: March 1, 2007





The
Operator will pay P&WC all costs to cover the cancellation of
installation. In particular, and without limitation, the cost(s) resulting from or in connection to the following;



Þ Airfare

Þ Hotel

Þ Employee standby





	6.	 	UPGRADE OR ALTERING ADAS+
	 
	 	 	P&WCL shall at all times have the right to replace or substantially alter any item of the
ADAS+, add additional equipment, or revise any operating procedures. Replacement,
alterations, or additions of equipment shall belong to and become property of P&WCL.
	 
	7.	 	ADAS+ BECOMES INOPERATIVE
	 
	 	 	In the event that the equipment covered herein becomes inoperative as a result of conditions
beyond either P&WCL or P&WC’s control (such as but not limited to: fire, flood, lightning
strike, explosion, vandalism, riot, war, rebellion, or any other belligerent acts), neither
P&WCL or P&WC shall not be liable for consequences resulting from such failure. The Operator
further agrees to reimburse P&WC or P&WCL, for any repairs necessitated by acts or
conditions beyond either P&WCL or P&WC’s control, as the case may be.
	 
	8.	 	RETURN OF ADAS+
	 
	 	 	At expiration of the FMP® Agreement, or termination of the Agreement at any time
before its expiration, the ADAS+ system will be removed from the aircraft by the
Operator and returned to P&WC in the event the Operator does not purchase the
ADAS+ system. The Operator owner shall have the option to purchase the
ADAS+ system at a price to be agreed upon at expiration of the FMP®,
or termination of the Agreement at any time before its expiration.





			
	 	 	 
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	 	44






 









 





			
	Gulfstream International Airlines	 	 
	PT6A-67D TCP® Agreement # 06-2454
	 	Dated: March 1, 2007






ANNEX J — DAC Services





	1.	 	P&WC agrees to:






	 	a)	 	provide access to the TurbineTrackerTM system for review of fleet
data;
	 
	 	b)	 	provide User and Maintainer On-The-Job-Training (OJT). Training will also be
available via CD-ROM and DAC’s facility;
	 
	 	c)	 	have the data received from TurbineTrackerTM analyzed at P&WC’s
approved DAC;
	 
	 	d)	 	have the DAC provide to the Operator recommendations based on data received;
and
	 
	 	e)	 	provide to Operator through the DAC, a regular report outlining fleet condition
status.






	2.	 	OPERATOR agrees to:






	 	a)	 	on a weekly basis, provide electronic data to the DAC. Should Operator fail to
provide the data, Operator’s Hourly Rate will be subject to a 5% upward rate
adjustment; and
	 
	 	b)	 	be registered with the P&WC approved DAC and act upon recommendation(s)
received from the DAC and / or P&WC based on trend shift(s) and/or other usage
information.






	 	The Parties acknowledge that the foregoing Annex I is subject to the provisions of Section
11.0 hereof.





			
	 	 	 
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	 	45