<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 15, 1997
REGISTRATION NO. 333-19939
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT NO. 4
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
DECRANE AIRCRAFT HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
DELAWARE 3728 34-1645569
(State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer
Incorporation or Organization) Classification Code No.) Identification
No.)
</TABLE>
155 MONTROSE WEST AVENUE
SUITE 210
COPLEY, OH 44321
(330) 668-3061
(Address, including Zip Code, and Telephone Number,
Including Area Code, of Registrant's Principal Executive Offices)
R. JACK DECRANE
CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER
DECRANE AIRCRAFT HOLDINGS, INC.
155 MONTROSE WEST AVENUE
SUITE 210
COPLEY, OH 44321
(330) 668-3061
(Name, Address, including Zip Code, and Telephone Number,
including Area Code, of Agent for Service)
--------------------------
WITH COPIES TO:
STEPHEN A. SILVERMAN, ESQ. KENNETH J. BARONSKY, ESQ.
SPOLIN & SILVERMAN MILBANK, TWEED, HADLEY & McCLOY
100 Wilshire Boulevard, Suite 940 601 S. Figueroa, 30th Floor
Santa Monica, California 90401 Los Angeles, California 90017
(310) 576-1221 (213) 892-4000
--------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
AS SOON AS PRACTICABLE AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
--------------------------
If any of the securities being registered on this form are being offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. / /
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED (1) PER SHARE (2) PRICE (2) REGISTRATION FEE (2)
<S> <C> <C> <C> <C>
Common Stock, Par Value, $.01 2,987,040 Shares $15.00 $44,805,600 $13,577(3)
</TABLE>
(1) Includes 389,614 shares of Common Stock issuable upon exercise of the
Underwriters' over-allotment option.
(2) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457.
(3) Previously paid.
--------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THIS REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION,
ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
EXPLANATORY NOTE
This Amendment No. 4 is being filed by DeCrane Aircraft Holdings, Inc., a
Delaware corporation (the "Company"), in order to amend certain portions of Part
II of the Company's Registration Statement on Form S-1. Accordingly, Part I of
the Form S-1 is not included in this Amendment No. 4.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following is an itemization of all estimated expenses incurred or
expected to be incurred by the Registrant in connection with the issuance and
distribution of the securities being registered hereby, other than underwriting
discounts and commissions.
<TABLE>
<CAPTION>
ITEM AMOUNT
- ------------------------------------------------------------------------------- -------------
<S> <C>
SEC Registration Fee........................................................... $ 13,577
NASD Filing Fee................................................................ 4,981
Nasdaq National Marketing Listing Fee.......................................... 30,500
Blue Sky Filing Fees and Expenses.............................................. 3,000
Printing and Engraving Costs................................................... 225,000
Transfer Agent Fees............................................................ 5,000
Legal Fees and Expenses........................................................ 745,000
Accounting Fees and Expenses................................................... 340,000
Miscellaneous.................................................................. 20,442
-------------
Total...................................................................... $ 1,387,500
</TABLE>
All amounts are estimated except for the SEC Registration Fee and the NASD
Filing Fee.
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company's Certificate of Incorporation contains a provision eliminating
or limiting director liability to the Company and its stockholders for monetary
damages arising from acts or omissions in the director's capacity as a director.
The provision does not, however, eliminate or limit the personal liability of a
director: (i) for any breach of such director's duty of loyalty to the Company
or its stockholders; (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law; (iii) under the
Delaware statutory provision making directors personally liable, under a
negligence standard, for unlawful dividends or unlawful stock purchases or
redemptions; or (iv) for any transaction from which the director derived an
improper personal benefit. This provision offers persons who serve on the Board
of Directors of the Company protection against awards of monetary damages
resulting from breaches of their duty of care (except as indicated above). As a
result of this provision, the ability of the Company or a stockholder thereof to
successfully prosecute an action against a director for breach of his duty of
care is limited. However, the provision does not affect the availability of
equitable remedies such as an injunction or recision based upon a director's
breach of his duty of care. The Commission has taken the position that the
provision will have no effect on claims arising under the Federal securities
laws.
In addition, the Certificate of Incorporation and the Company's Bylaws
provide for mandatory indemnification rights, subject to limited exceptions, to
any director or executive officer of the Company who by reason of the fact that
he or she is a director or officer of the Company, is involved in a legal
proceeding of any nature. Such indemnification rights include reimbursement for
expenses incurred by such director or officer in advance of the final
disposition of such proceeding in accordance with the applicable provisions of
GCLSD. The Company may from time to time agree to provide similar
indemnifications to certain employees and other agents.
The Company also maintains directors' and officers' liability insurance.
In addition, the Underwriting Agreement provides for indemnification by the
Underwriters of the Registrant, its directors and officers against certain
liabilities, including liabilities under the Securities Act of 1933, as amended.
II-1
<PAGE>
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES
(1) Pursuant to a Securities Purchase Agreement dated November 2, 1994 and
Electra Investment Trust P.L.C. and Electra Associates, Inc (collectively,
"Electra") and DSV Partners, the Company sold 271,471 shares of Series C
preferred stock for a purchase price of $1.50 per share. The sale of these
securities was exempt from registration pursuant to Section 4(2) of the Act.
(2) Pursuant to an Amended and Restated Credit Agreement dated as of
November 2, 1994 among the Company, Provident Bank ("Provident") and
Internationale Nederlanden (U.S.) Capital Corporation ("ING), the Company issued
warrants to purchase an aggregate of 84,748 shares of Common Stock in connection
with the amendment and restatement of the Company's credit agreement. Also in
connection with the Amended and Restated Credit Agreement the Company issued
warrants to purchase an aggregate of 94,558 shares of Common Stock to a former
lender to the Company. The issuance of these securities was exempt from
registration pursuant to Section 4(2) of the Act.
(3) Pursuant to a Securities Purchase Agreement dated as of November 2,
1994 among the Company and Electra, the Company issued for a purchase price of
$7.0 million (i) 12% Senior Subordinated Notes due December 31, 2001 having an
aggregate principal amount of $7.0 million, and (ii) warrants to purchase
266,990 shares of Common Stock. The issuance of these securities was exempt from
registration pursuant to Section 4(2) of the Act.
(4) Pursuant to a Securities Purchase Agreement dated as of February 20,
1996 among the Company, Nassau Capital Partners, L.P. and NAS Partners I,
L.L.C., the Company issued an aggregate purchase price of $6.5 million (i)
2,000,000 shares of Series D Preferred Stock, and (ii) warrants to purchase
194,618 shares of Common Stock. The issuance of these securities was exempt from
registration pursuant to Section 4(2) of the Act.
(5) In January 1994, the Company sold 2,269 shares of Common Stock for $.53
per share to John Schnepf. Such securities were sold pursuant to the exercise of
stock options.
(6) Pursuant to a Securities Purchase Agreement dated February 9, 1996
among the Company, R.G. MacDonald, Charles Becker, Robert Rankin and John Hinson
the Company sold 75,000 shares of Series C preferred stock for a purchase price
of $1.50 per share. The sale of these securities was exempt from registration
pursuant to Section 4(2) of the Act.
(7) Pursuant to a Securities Purchase Agreement dated September 18, 1996
among the Company, Nassau the Company sold (i) $2.0 million aggregate principal
amount of 15% convertible Notes and 49,079 warrants to purchase Common Stock for
a purchase price of $3.0 million, and (ii) 750,000 shares of Series E Preferred
Stock and 49,079 warrants to purchase Common Stock for a purchase price of $3.0
million. The issuance of such securities was exempt from registration under
Section 4(2) of the Act.
(8) Pursuant to an Amended and Restated Credit Agreement dated as of
September 18, 1996 among the Company, Provident and Internationale Nederlanden
(U.S.) Capital Corporation., ING and Provident Bank, the Company issued 70,892
warrants to purchase Common Stock as additional consideration for amendments to
documents governing certain indebtedness of the Company. The issuance of these
securities was exempt from registration pursuant to Section 4(2) of the Act.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Exhibits
<TABLE>
<C> <S>
1.1 Form of Underwriting Agreement**
3.1 Certificate of Incorporation of Registrant**
3.2 Bylaws of Registrant**
</TABLE>
II-2
<PAGE>
<TABLE>
<C> <S>
4.1 Specimen Certificate (incorporated by reference to Exhibit 2(1) of the Company's
Form 8-A/A filed April 14, 1997)**
5.1 Opinion of Spolin & Silverman (re legality)
10.1 1993 Share Incentive Plan**
10.2 Tax Sharing Agreement dated March 15, 1993 between the Company TSH and Hollingsead
International, Inc.**
10.3 Employment Agreement dated September 1, 1994 between the Company and R. Jack
DeCrane**
10.4 Employment Agreement dated June 28, 1993 between the Company and R. G. MacDonald**
10.5 Restrictive Covenant Agreement among the Company, ADS Acquisition, Inc. and the
Allard Children's Trust f/b/o John R. Allard**
10.6 Restrictive Covenant Agreement among the Company, ADS Acquisition, Inc. and the
Allard Children's Trust f/b/o Michael E. Allard**
10.7 Restrictive Covenant Agreement among the Company, ADS Acquisition, Inc. and Younes
Nazarian**
10.8 Restrictive Covenant Agreement among the Company, ADS Acquisition, Inc. and David
and Angela Nazarian, Trustees of the Nazarian Family Trust**
10.9 Restrictive Covenant Agreement among the Company, ADS Acquisition, Inc. and Gerald
R. Allard, Trustee of the Gerald R. Allard Revocable Trust of 1994**
10.10 Fourth Amended and Restated Registration Rights Agreement dated September 18, 1996
among the Company, Banc One Capital Partners Corporation, Brantley Venture
Partners II, L.P., R. Jack DeCrane, DSV Parnters, IV, Electra Investment Trust,
P.L.C., Internationale Nederlanden (U.S.) Capital Corporation, Electra Associates,
Inc., The Provident Bank, Nassau Capital Partners L.P., NAS Partner I L.L.C.**
10.11 Fourth Amended and Restated Shareholders Agreement dated September 18, 1996 among
the Company, Banc One Capital Partners Corporation, Brantley Venture Partners II,
L.P., R. Jack DeCrane, DSV Partners, IV, Electra Investment Trust, P.L.C.,
Internationale Nederlanden (U.S.) Capital Corporation, Electra Associates, Inc.,
The Provident Bank, Nassau Capital Partners L.P., NAS Partner I L.L.C.**
10.12 Lease dated September 1989 as amended on December 15, 1993 among Continental
Development Corporation, Tri-Star Electronics, Inc., and Cory Components, Inc. for
real property in El Segundo, CA**
10.13 Amended and Restated Credit Agreement, dated September 18, 1996, among the Comapny,
ADS Acquisition, Inc., Tri-Star Holdings, Inc., Tri-Star Electronics
International, Inc., Tri-Star Technologies, Inc., Tri-Star Technologies, Tri-Star
Electronics Europe S.A., Mezzovico, Cory Holdings, Inc., Cory Components, Inc.,
Hollingsead International, Inc., Hollingsead International Limited, The Provident
Bank, and Internationale Nederlanden (U.S.) Capital Corporation**
10.14 General Terms Agreement dated July 5, 1995 between the Boeing Company and Cory
Components, Number 6-5752-0002**
10.15 Special Business Provisions dated November 30, 1995 between the Boeing Company and
Cory Components, Number 6-5752-0004**
10.16 Purchase Agreement 9423JC4548 between Boeing Defense & Space-Irving Co. and Cory
Components, January 1, 1995 through December 31, 1999**
</TABLE>
II-3
<PAGE>
<TABLE>
<C> <S>
10.17 Electrical Contact Procurement Contract Letter of Agreement, dated June 28, 1993
between Boeing Commercial Airplane Group and Tri-Star Electronics International**
10.18 Asset Purchase and Sale Agreement by and among Allard Industries, Inc., Gerald R.
Allard, Trustee of the Gerald R. Allard Revocable Trust of 1994, The Allard
Children's Trust f/b/o John Allard, The Allard Children's Trust f/b/o Michael E.
Allard, Younes Nazarian and David and Angela Nazarian, Trustees of the Nazarian
Family Trust, the principal shareholders of Allard, the Company and ADS
Acquisition, Inc.**
10.19 Assets Purchase and Sale Agreement dated December 4, 1996 among the Company, EE
Acquisition, Inc., William Lyon, and Elsinore LP**
10.20 Asset Purchase and Sale Agreement dated November 25, 1996 among AMP, Incorporated,
the Whitaker Corporation and DeCrane Aircraft Holdings, Inc.**
10.21 Stock Purchase Agreement, dated January 1, 1995, among the Company and Cory
Components, Inc.**
10.22 Securities Purchase Agreement, dated September 18, 1996 among the Company, Nassau
Capital Partners L.P., NAS Partners I L.L.C., and Electra Investment Trust
P.L.C.**
10.23 Securities Purchase Agreement, dated February 20, 1996 among the Company, Nassau
Capital Partners L.P. and NAS Partners I L.L.C.**
10.24 Securities Purchase Agreement dated November 2, 1994, as amended on February 20,
1996, among the Company, Electra Investment Trust P.L.C. and Electra Associates,
Inc.**
10.25 Letter Agreement dated November 24, 1994 between the Company and Charles Becker**
10.26 Warrant Agreement dated November 2, 1994 between the Company and Internationale
Nederlanden (U.S.) Capital Corporation**
10.27 Form of Warrant Agreement relating to the Company's Series E Warrants**
10.28 Form of Warrant Agreement relating to the Company's Series F Warrants**
10.29 Form of Warrant Agreement relating to the Company's Series G Warrants**
10.30 Form of Warrant Agreement relating to the Company's Series H Warrants**
10.31 Share Purchase Agreement dated February 9, 1996 among the Company, R.G. MacDonald,
Charles Becker, Robert Rankin**
10.32 Form of Amendment Agreement dated March 7, 1997 between the Company and Nassau**
10.33 401(k) Salary Reduction Non-Standardized Adoption Agreement dated April 30, 1992
between the Company and The Lincoln National Life Insurance Company**
10.34 Agreement dated January 10, 1997 among the Company and its shareholders relating to
the Recapitalization**
10.35 Form of Loan and Security Agreement among DeCrane Aircraft Holdings, Inc., Bank of
America Illinois, as agent and lender, and the other lenders party thereto**
10.36 Agreement dated July 30, 1996 between Interactive Flight Technologies and
Hollingsead International, Inc. (Portions of this exhibit have been omitted
pursuant to confidential treatment. Such portions of the exhibit have been
separately filed with the Commission.)
11.1 Statement regarding computation of per share earnings of the Company**
21.1 List of Subsidiaries of Registrant**
</TABLE>
II-4
<PAGE>
<TABLE>
<C> <S>
23.1 Consent of Price Waterhouse, LLP**
23.2 Consent of Spolin & Silverman (included in Exhibit 5.1)
24.1 Power of Attorney (appears on signature page)**
27 Financial Data Schedule**
</TABLE>
- ------------------------
** Previously filed.
(b) FINANCIAL STATEMENT SCHEDULE:
Schedule II--Valuation and Qualifying Accounts
All other schedules are omitted because they are not applicable or the
required information is shown in the financial statements or notes thereto.
ITEM 17. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes to provide to the
Underwriters at the Closing specified in the Underwriting Agreement certificates
in such denominations and registered in such names as required by the
Underwriters to permit prompt delivery to each purchaser.
(b) Insofar as indemnification for liabilities arising under the Securities
Act, may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission,
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question of whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by the
final adjudication of such issue.
(c) The undersigned Registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act,
the information omitted from the form of prospectus filed as part of this
Registration Statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be part of this
Registration Statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities
Act, each post-effective amendment that contains a form of prospectus shall
be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
II-5
<PAGE>
SIGNATURES
This Amendment to Registration Statement and Power of Attorney, pursuant to
the requirements of the Securities Act of 1933, as amended, has been signed on
its behalf by the undersigned, thereunto duly authorized, in the State of
California, on this 14th day of April, 1997.
DECRANE AIRCRAFT HOLDINGS, INC.
By: /s/ R. JACK DECRANE
------------------------------------------
Name: R. Jack DeCrane
Title:Chairman of the Board and
Chief Executive
POWER OF ATTORNEY
Pursuant to the requirement of the Securities Act of 1933, as amended, this
Amendment to Registration Statement have been signed below by the following
persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE CAPACITY DATE
- --------------------------------------------- ------------------------- --------------------
<C> <S> <C>
/s/ R. JACK DECRANE Chairman of the Board,
------------------------------------------- Chief Executive Officer April 14, 1997
R. Jack DeCrane and Director
R. G. MACDONALD* Vice Chairman of the
------------------------------------------- Board and Director April 14, 1997
R. G. MacDonald
Chief Financial Officer
ROBERT A. RANKIN* and Secretary
------------------------------------------- (principal accounting April 14, 1997
Robert A. Rankin officer)
JAMES R. BERGMAN*
------------------------------------------- Director April 14, 1997
James R. Bergman
PAUL H. CASCIO*
------------------------------------------- Director April 14, 1997
Paul H. Cascio
JONATHAN A. SWEEMER*
------------------------------------------- Director April 14, 1997
Jonathan A. Sweemer
*By: /s/ R. JACK DECRANE
------------------------------------------- Attorney in fact April 14, 1997
R. Jack DeCrane
</TABLE>
II-6
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION PAGE
- ----------- ------------------------------------------------------------------------------------------------ -----
<C> <S> <C>
1.1 Form of Underwriting Agreement**
3.1 Certificate of Incorporation of Registrant**
3.2 Bylaws of Registrant**
4.1 Specimen Certificate (incorporated by reference to Exhibit 2(1) of the Company's Form 8-A/A
filed April 14, 1997)**
5.1 Opinion of Spolin & Silverman (re legality)
10.1 1993 Share Incentive Plan**
10.2 Tax Sharing Agreement dated March 15, 1993 between the Company TSH and Hollingsead
International, Inc.**
10.3 Employment Agreement dated September 1, 1994 between the Company and R. Jack DeCrane**
10.4 Employment Agreement dated June 28, 1993 between the Company and R. G. MacDonald**
10.5 Restrictive Covenant Agreement among the Company, ADS Acquisition, Inc. and the Allard
Children's Trust f/b/o John R. Allard**
10.6 Restrictive Covenant Agreement among the Company, ADS Acquisition, Inc. and the Allard
Children's Trust f/b/o Michael E. Allard**
10.7 Restrictive Covenant Agreement among the Company, ADS Acquisition, Inc. and Younes Nazarian**
10.8 Restrictive Covenant Agreement among the Company, ADS Acquisition, Inc. and David and Angela
Nazarian, Trustees of the Nazarian Family Trust**
10.9 Restrictive Covenant Agreement among the Company, ADS Acquisition, Inc. and Gerald R. Allard,
Trustee of the Gerald R. Allard Revocable Trust of 1994**
10.10 Fourth Amended and Restated Registration Rights Agreement dated September 18, 1996 among the
Company, Banc One Capital Partners Corporation, Brantley Venture Partners II, L.P., R. Jack
DeCrane, DSV Parnters, IV, Electra Investment Trust, P.L.C., Internationale Nederlanden (U.S.)
Capital Corporation, Electra Associates, Inc., The Provident Bank, Nassau Capital Partners
L.P., NAS Partner I L.L.C.**
10.11 Fourth Amended and Restated Shareholders Agreement dated September 18, 1996 among the Company,
Banc One Capital Partners Corporation, Brantley Venture Partners II, L.P., R. Jack DeCrane,
DSV Partners, IV, Electra Investment Trust, P.L.C., Internationale Nederlanden (U.S.) Capital
Corporation, Electra Associates, Inc., The Provident Bank, Nassau Capital Partners L.P., NAS
Partner I L.L.C.**
10.12 Lease dated September 1989 as amended on December 15, 1993 among Continental Development
Corporation, Tri-Star Electronics, Inc., and Cory Components, Inc. for real property in El
Segundo, CA**
10.13 Amended and Restated Credit Agreement, dated September 18, 1996, among the Comapny, ADS
Acquisition, Inc., Tri-Star Holdings, Inc., Tri-Star Electronics International, Inc., Tri-Star
Technologies, Inc., Tri-Star Technologies, Tri-Star Electronics Europe S.A., Mezzovico, Cory
Holdings, Inc., Cory Components, Inc., Hollingsead International, Inc., Hollingsead
International Limited, The Provident Bank, and Internationale Nederlanden (U.S.) Capital
Corporation**
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION PAGE
- ----------- ------------------------------------------------------------------------------------------------ -----
<C> <S> <C>
10.14 General Terms Agreement dated July 5, 1995 between the Boeing Company and Cory Components,
Number 6-5752-0002**
10.15 Special Business Provisions dated November 30, 1995 between the Boeing Company and Cory
Components, Number 6-5752-0004**
10.16 Purchase Agreement 9423JC4548 between Boeing Defense & Space-Irving Co. and Cory Components,
January 1, 1995 through December 31, 1999**
10.17 Electrical Contact Procurement Contract Letter of Agreement, dated June 28, 1993 between Boeing
Commercial Airplane Group and Tri-Star Electronics International**
10.18 Asset Purchase and Sale Agreement by and among Allard Industries, Inc., Gerald R. Allard,
Trustee of the Gerald R. Allard Revocable Trust of 1994, The Allard Children's Trust f/b/o
John Allard, The Allard Children's Trust f/b/o Michael E. Allard, Younes Nazarian and David
and Angela Nazarian, Trustees of the Nazarian Family Trust, the principal shareholders of
Allard, the Company and ADS Acquisition, Inc.**
10.19 Assets Purchase and Sale Agreement dated December 4, 1996 among the Company, EE Acquisition,
Inc., William Lyon, and Elsinore LP**
10.20 Asset Purchase and Sale Agreement dated November 25, 1996 among AMP, Incorporated, the Whitaker
Corporation and DeCrane Aircraft Holdings, Inc.**
10.21 Stock Purchase Agreement, dated January 1, 1995, among the Company and Cory Components, Inc.**
10.22 Securities Purchase Agreement, dated September 18, 1996 among the Company, Nassau Capital
Partners L.P., NAS Partners I L.L.C., and Electra Investment Trust P.L.C.**
10.23 Securities Purchase Agreement, dated February 20, 1996 among the Company, Nassau Capital
Partners L.P. and NAS Partners I L.L.C.**
10.24 Securities Purchase Agreement dated November 2, 1994, as amended on February 20, 1996, among the
Company, Electra Investment Trust P.L.C. and Electra Associates, Inc.**
10.25 Letter Agreement dated November 24, 1994 between the Company and Charles Becker**
10.26 Warrant Agreement dated November 2, 1994 between the Company and Internationale Nederlanden
(U.S.) Capital Corporation**
10.27 Form of Warrant Agreement relating to the Company's Series E Warrants**
10.28 Form of Warrant Agreement relating to the Company's Series F Warrants**
10.29 Form of Warrant Agreement relating to the Company's Series G Warrants**
10.30 Form of Warrant Agreement relating to the Company's Series H Warrants**
10.31 Share Purchase Agreement dated February 9, 1996 among the Company, R.G. MacDonald, Charles
Becker, Robert Rankin**
10.32 Form of Amendment Agreement dated March 7, 1997 between the Company and Nassau**
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION PAGE
- ----------- ------------------------------------------------------------------------------------------------ -----
<C> <S> <C>
10.33 401(k) Salary Reduction Non-Standardized Adoption Agreement dated April 30, 1992 between the
Company and The Lincoln National Life Insurance Company.**
10.34 Agreement dated January 10, 1997 among the Company and its shareholders relating to the
Recapitalization.**
10.35 Form of Loan and Security Agreement among DeCrane Aircraft Holdings, Inc., Bank of America
Illinois, as agent and lender, and the other lenders party thereto.**
10.36 Agreement dated July 30, 1996 between Interactive Flight Technologies and Hollingsead
International, Inc. (Portions of this exhibit have been omitted pursuant to confidential
treatment. Such portions of the Exhibit have been separately filed with the Commission.)
11.1 Statement regarding computation of per share earnings of the Company**
21.1 List of Subsidiaries of Registrant**
23.1 Consent of Price Waterhouse LLP**
23.2 Consent of Spolin & Silverman (included in Exhibit 5.1)
24.1 Power of Attorney (appears on signature page)**
27 Financial Data Schedule**
</TABLE>
- ------------------------
** Previously filed.
<PAGE>
EXHIBIT 5.1
[LETTERHEAD]
April 14, 1997
DeCrane Aircraft Holdings, Inc.
155 Montrose West Avenue
Suite 210
Copley, Ohio, 44321
Re: DeCrane Aircraft Holdings, Inc.
Registration Statement on Form S-1 (No. 333-19939)
Gentlemen:
You have requested our opinion as counsel for DeCrane Aircraft Holdings,
Inc., a Delaware corporation (the "Company"), in connection with the offer and
sale by the Company of shares (the "Shares") of the Company's Common Stock,
$0.01 par value per share (the "Offering"), in accordance with the Company's
Registration Statement on Form S-1 No. 333-19939, as amended (the
"Registration Statement").
In rendering our opinion herein, we have assumed, with your permission:
the genuineness and authenticity of all signatures on original documents
submitted to us; the authenticity of all documents submitted to us as
originals; the conformity to originals of all documents submitted to us as
copies or facsimiles; the continued accuracy of all certificates and other
documents from public officials dated earlier than the date of this letter;
the Registration Statement being declared effective by the Securities and
Exchange commission; the issuance by any necessary regulatory agencies of
appropriate permits, consents, approvals, authorizations and orders relating
to the Offering; the offer and sale of the Shares being made in the manner
set forth in the Registration Statement and pursuant to said permits,
consents approvals, authorizations and orders; due adoption of resolutions by
the Company's Board of Directors approving the offer and sale of the shares,
the public offering price and underwriters' discount and commissions and the
execution, delivery and performance of the Underwriting Agreement; and the
receipt by the Company of full and valid consideration for the Shares.
Based on the foregoing, it is our opinion that, when issued, the Shares
will be legally issued, fully paid and non-assessable.
<PAGE>
DeCrane Aircraft Holdings, Inc.
April 14, 1997
Page 2
We hereby consent to the filing of this opinion as an exhibit to, and the
references to this firm contained in, the Registration Statement.
Respectfully submitted,
SPOLIN & SILVERMAN
<PAGE>
Exhibit 10.36
Portions of this Exhibit have been omitted pursuant to confidential
treatment. Such portions of the Exhibit have been separately filed with
the Commission.
AGREEMENT
BETWEEN
INTERACTIVE FLIGHT TECHNOLOGIES, INC.
AND
HOLLINGSEAD INTERNATIONAL
Eben Kane
Control No. 09
<PAGE>
HOLLINGSEAD INTERNATIONAL
---------
INTERACTIVE FLIGHT TECHNOLOGIES
TABLE OF CONTENTS
1. AGREEMENT BETWEEN INTERACTIVE FLIGHT TECHNOLOGIES, INC. AND HOLLINGSEAD
INTERNATIONAL.
2. STATEMENT OF WORK TO THE AGREEMENT BETWEEN INTERACTIVE FLIGHT
TECHNOLOGIES, INC. AND HOLLINGSEAD INTERNATIONAL FOR SWISSAIR.
3. PRICING AND PAYMENT SCHEDULE TO THE AGREEMENT BETWEEN INTERACTIVE FLIGHT
TECHNOLOGIES, INC. AND HOLLINGSEAD INTERNATIONAL FOR SWISSAIR.
4. SUPPLEMENT I - KIT COMPONENTS AND PRICE RECONCILIATION
5. PROJECT TIME SCHEDULE.
<PAGE>
AGREEMENT
BETWEEN
INTERACTIVE FLIGHT TECHNOLOGIES, INC.
AND
HOLLINGSEAD INTERNATIONAL
This agreement ("Agreement") is made and entered into July 30, 1996 by
and between Interactive Flight Technologies, Inc. ("IFT") and Hollingsead
International, Inc. ("HI") based on the following facts and circumstances:
A. IFT has designed a unique interactive entertainment system for use
on commercial aircraft ("Aircraft") which includes video on demand,
interactive entertainment games and casino style gaming (the "System").
B. To date the system has been installed on first and business class
seats for a limited number of Aircraft.
C. The parties are entering into this Agreement for the purpose of HI
providing to IFT the engineering services ("Services"), manufacture of the
installation kit ("Kits"), the installation labor ("Installation Labor") and
airworthiness certification ("Certification") to be performed in accordance
with the time schedule attached hereto (the "Project Schedule") to enable use
of the System by the airlines who are IFT's customers (the "Customers")
subject to the terms of this Agreement.
D. IFT shall have the sole responsibility for technical validation and
total system architecture.
E. This Agreement will specify the terms and conditions pursuant to
which (i) HI will be the exclusive System Integrator and Program Manager to
provide the Services, Kits, Installation Labor and Certification for
installation of IFT's System for Swissair and (ii) IFT and HI will work
together toward forming a strategic alliance for the growth, development and
marketing of the System. The Terms and Conditions of the Strategic Alliance
will be mutually developed and agreed upon within 45 days following the
execution of this Agreement or such later date as may further mutually
determined.
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<PAGE>
Based on the foregoing facts and circumstances and for good and valuable
consideration, IFT and HI hereby agree as follows:
1. ORDER FOR SERVICES, KITS, INSTALLATION LABOR AND CERTIFICATION.
IFT hereby orders from HI and HI hereby agrees to provide to IFT the
Services, Kits, Installation Labor and Certification specified in the
Statement of Work - Swissair ("SOW") attached hereto.
2. PRICES AND PAYMENT.
HI agrees to provide the Services, Kits, Installation Labor and
Certification at the prices specified in the schedules of prices and payment
attached hereto (the "Pricing and Payment Schedules"), Exhibit 3 hereto; IFT
hereby agrees to pay HI on the dates and in the manner specified the prices
for the Services, Kits, Installation Labor, Certification and Travel &
Lodging as specified in the Pricing and Payment Schedules.
3. STANDARDS FOR PERFORMANCE BY HI.
3.1 KITS. HI shall deliver all Kits in accordance with the
Engineering Drawings, the Specifications and the SOW.
3.2 SERVICES. HI shall perform all of the Services as required by
the SOW.
3.3 INSTALLATION LABOR. HI shall provide the Installation Labor so
as to install the Kits in accordance with the provisions of the SOW in such
time periods as are provided in the Project Schedule.
3.4 CERTIFICATION. Subject to the performance of the System in
accordance with the specifications for the System within the responsibility
of IFT, HI shall obtain Certification of the First of Type ("FOT") Aircraft
for each type of Aircraft subject to this Agreement.
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<PAGE>
3.5 INSPECTION AND TESTING, REJECTION AND RETURN. During the
course of the performance of the Services and the manufacture of the Kits or
part(s) thereof, IFT (together with any representative of the Customer) shall
be entitled to (i) witness the work associated with the Services, manufacture
of the Kits or part(s) thereof or Installation Labor, (ii) inspect or test
the Kits or part(s) thereof to determine if the Kits or part(s) thereof
comply with the Engineering Drawings, Specifications and Statement of Work.
The inspection which IFT may perform, at IFT's option, may take place either
at HI's facility, IFT's facility in the United States or at the airport
facility of the Customer at the installation location. Provided that HI shall
have complied with the provisions of Sections 3.1 through 3.4, IFT shall
accept the performance of HI pursuant to this Agreement. To the extent the
Kits or part(s) thereof do not conform to the Engineering Drawings,
Specifications or SOW ("Non-Conforming Kits or part(s) thereof'), IFT may
reject any Non-Conforming Kits or part(s) thereof and return any such part to
HI in accordance with HI's return material authorization procedure at HI's
expense to HI's facility. HI will promptly repair or replace any
Non-Conforming Kits or part(s) thereof with Kits or part(s) thereof which
comply with the Engineering Drawings, Specifications and SOW.
4. DELIVERY.
IFT shall from time to time specify the method for delivery of the
Kits to IFT or any Customer, delivery of Kits shall be FOB, Santa Fe Springs,
CA and the cost of freight transportation shall be borne by IFT. Title to the
goods shall pass upon delivery of the kits by HI to the delivery site and the
risk of loss or damage to the Kits shall then become the risk of IFT. Upon
delivery of the Kits, HI shall warrant to IFT that IFT has acquired full
title to the Kits See and clear of any security interest, lien or other claim.
5. PROJECT MANAGEMENT AND COORDINATION.
5.1 APPOINTMENT OF PROJECT MANAGERS. HI shall appoint a Project
Manager (the "HI Project Manager") who will have overall authority and
responsibility for the supply of Kits and Services pursuant to this
Agreement. IFT shall appoint a Project Manager (the "IFT Project Manager")
who will have overall authority and responsibility for the performance of
IFT's obligations pursuant to this Agreement.
5.2 DUTIES OF THE PROJECT MANAGERS. The IFT Project Manager and
the HI Project Manager shall have the responsibility to meet (or confer by
telephone) with such frequency as is desirable to maintain the Project
Schedule, but no less frequently than weekly. At each meeting, each Project
Manager will present to his or her counterpart the overall Project status,
including identifying all issues and specifying the actions to be taken with
respect to such open issues by HI, IFT, the seat manufacturers or other
vendors to IFT.
3
<PAGE>
5.3 REPORTS OF THE PROJECT MANAGERS. On or before the 10th day of
each calendar month until installation is complete for each Aircraft for
Swissair, the HI Project Manager shall prepare a report comparing actual
performance by HI to the Project Schedule (the "Monthly Project Report"); if
there are any variations from the Project Schedule, the Monthly Project
Report shall specify the variations and the reasons for such variation as
well as providing an updated Project Schedule ("Updated Project Schedule") in
the event there is any reason which results in a change in the time or manner
of performance by HI. On or before the 20th day of each calendar month, until
installation is complete for each Aircraft for Swissair, the IFT Project
Manager shall deliver to the HI Project Manager a response to the Monthly
Project Report in which any matter which IFT believes reflects a failure of
performance by HI is specified.
6. WARRANTY.
6.1 If within 60 months after installation of any of the Kits on
any Customers' Aircraft, there shall be any defect in the Kits or part(s)
thereof as a result of HI's defective design, faulty materials or workmanship
or faulty installation which defect arises under normal use of the Kits and
occurs without abuse or negligence of IFT, the Customer or any third party,
HI shall remedy the defect at its option by either replacement or repair of
the defective Kits or any part(s) thereof. Any such repair or replacement of
Kits or part(s) thereof shall be made within 10 business days of receipt of
the defective Kits or part(s) thereof by HI. IFT shall be responsible for all
transportation of parts and materials returned to HI for warranty
disposition. HI shall be responsible for surface transportation charges from
its facility in Santa Fe Springs, California to the designated Freight
Forwarder in Los Angeles, California.
6.2 HI hereby represents and warrants to IFT that (i) HI shall
comply with all applicable federal, state and local laws in effect at the
time services are performed and goods are delivered, including all
professional registration requirements; (ii) that all Services and
Installation Labor shall be performed consistent with generally accepted
professional standards and in an expeditious and economical manner.
7. OWNERSHIP OF THE SERVICES.
For all Aircraft Types, all of the Services, including but not
limited to the Engineering Drawings and the STC, shall be the sole and
exclusive property of IFT within 45 days following completion of the First of
Type Installation date or issuance of the STC by the FAA, whichever is the
later.
4
<PAGE>
8. FORCE MAJEURE.
If any failure to perform on a timely basis arises from causes
beyond the control or without the fault of HI, including without limitation
(i) acts of God, (ii) acts of a public enemy, (iii) acts of any Government,
(iv) fires, (v) floods, (vi) earthquake or landslide, (vii) epidemics, (viii)
quarantine restrictions, (ix) strikes, (x) other causes of materials not
being commercially available, (xi) freight embargoes, (xii) unusually severe
weather conditions, and (xiii) acts of IFT or any Customer or any of their
agents, subagents, contractors employees officers or directors or other
events which have been determined to constitute FORCE MAJEURE, to the extent
of the delay resulting from such cause, HI's performance shall be excused.
9. ASSIGNMENT.
Without the other party's prior written consent, neither party to
this Agreement will assign this Agreement; provided that performance of any
part of the Agreement by an affiliate of HI shall not constitute an
Assignment unless the majority of assets is purchased by a third party.
10. INSURANCE.
HI will maintain property insurance on all of the Kits at full
replacement value while the Kits are in the possession of HI against all risk
of physical loss.
HI maintains products liability insurance in the sum of $20 million
which insurance insures HI's performance of the Services, Kits, Installation
Labor and Certification pursuant to the terms of this Agreement.
11. PATENT AND COPYRIGHT INDEMNITY.
HI and IFT do hereby indemnify and hold one another harmless
against any and all liability, loss, damages, claims, costs and expenses,
including all reasonable legal fees, arising out of any claim and any defense
thereof in respect of any infringement or alleged infringement of any patent,
trademark, copyright or other proprietary right whether in the United States
or elsewhere resulting from the Services or the System respectively.
12. EXPORT AND IMPORT LICENSES.
IFT is responsible for any and all export and import licenses for
the System, including the Kits or any part(s) thereof.
13. CONFIDENTIALITY.
13.1 OBLIGATIONS. Each party agrees that (a) it shall maintain the
confidential nature of any Proprietary Information (as defined below)
received from the other party, using the same degree of care used by such
party with regard to its own information of a like character and (b) it shall
use such Proprietary Information solely for the purpose of meeting its
obligations under this Agreement and not in connection with any other
business or activity. Each party acknowledges
5
<PAGE>
that the other parties may disclose the existence and nature of this
Agreement (but not the specific financial or other contractual terms) to
prospective customers and to the general public, and may refer to this
Agreement and the other parties hereto in any promotional materials. At the
termination of this Agreement, or any time upon demand of a disclosing party,
each of the parties agree to return any and all materials containing any
Proprietary Information.
13.2 LIMITATIONS ON CONFIDENTIALITY OBLIGATIONS AND USE
RESTRICTIONS. The restrictions on use and the obligations of confidentiality
contained in the Agreement will not apply to any item or combination of items
of information (a) that the receiving party can demonstrate (i) is then in
the public domain by acts not attributable to such party, (ii) is hereafter
received on an unrestricted basis by the receiving party from a third party
source who to the receiving party's knowledge after due inquiry is not and
was not bound by confidentiality obligations to the disclosing party, or
(iii) was known to the receiving party as shown by its written records prior
to the date of disclosure hereunder.
13.3 ACTIONS IF DISCLOSURE REQUIRED. If the receiving party is
requested pursuant to, or required by, applicable law or regulation or by
legal process to make any disclosure otherwise prohibited hereunder, it shall
provide the disclosing party with prompt notice of such requests or
requirements prior to disclosure so that (a) the disclosing party (with the
reasonable cooperation of the receiving party) may seen an appropriate
protective order or other remedy and/or (b) the parties can seek in good
faith to agree on the appropriate scope and approach to disclosure. If a
protective order or other remedy is not obtained, the receiving party may
furnish only that portion of the Proprietary Information which it is
legally compelled to disclose and shall use its reasonable efforts to obtain
confidential treatment for the Proprietary Information.
13.4 PROPRIETARY INFORMATION. "Proprietary Information" means all
oral, written or recorded information about or related to the party (or any
subsidiaries or other affiliates) or, its or their technology, assets,
liabilities, or business, which is furnished by its officers, directors,
employees, agents or controlling persons, and is identified as confidential
or proprietary in nature, whether furnished before or after the date hereof,
and regardless of the manner which it is furnished, together with any
summaries, extracts, analyses, compilations, studies or other documents or
records prepared by the receiving party with contain, reflect or are
generated from such information. Proprietary Information shall also include
information relating to IFT's customers provided to IFT and/or HI under
obligations or confidentiality.
14. GENERAL.
14.1 Any and all amendments to this Agreement must be in writing,
specify that they are an amendment to this Agreement and be signed by IFT and
HI.
14.2 This Agreement, together with the Schedules hereto,
constitutes the entire understanding between IFT and HI on the subject matter
hereof and all prior discussions and writings between IFT and HI are
superseded by this Agreement.
6
<PAGE>
14.3 This Agreement shall be interpreted pursuant to the laws of
the State of California for contracts made in and to be performed in
California.
14.4 Any and all disputes between IFT and HI shall be resolved by
binding arbitration conducted at the Los Angeles offices of the Judicial
Arbitration and Mediation Service ("JAMS") or in Phoenix, Arizona if IFT
initiates such proceedings, in accordance with its procedures and any of its
rules and regulations for commercial arbitration. Any such proceeding shall
be conducted by a retired judge of the Superior Court of the State of
California in accordance with the selection process of JAMS. The decision in
such proceeding will be binding on the parties to this Agreement.
14.5 Any notices required or permitted shall be sent by either (i)
facsimile transmission and United States mail, postage prepaid or (ii)
overnight courier providing proof of delivery to the party at the address
specified below or at such other address for which notice is given pursuant
to the provisions of this Section. Notices shall be effective upon receipt.
If to HI:
Hollingsead International, Inc.
Attention: President
13701 Excelsior Drive
Santa Fe Springs, CA 90670-5178
Fax Number: (310) 921-6313
With a copy to:
DeCrane Aircraft Holdings, Inc.
Attention: Chief Executive Officer
155 Montrose West Avenue, Suite 210
Copley, OH 44321
Fax Number: (216) 668-2518
If to IFT:
Interactive Flight Technologies, Inc.
Attention: Chief Executive Officer
4041 North Central Avenue, Suite 2000
Phoenix, AZ 85012
Facsimile: (602) 274-8372
14.6 Captions and paragraph headings are for convenience only and
are not to be used in construing and interpreting this Agreement; the
recitals are to be used in construing and interpreting this Agreement.
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<PAGE>
15. PRODUCT SUPPORT.
Product Support and Spares is the subject of a separate agreement
between the parties. IFT and HI will make reasonable best efforts to enter to
be into such an agreement within 45 days after the execution of this
Agreement.
13. CHANGES AND ADDITIONAL WORK.
IFT or HI may make changes or obtain additional work in any of the
Services or Kits to be provided by HI pursuant to this Agreement; provided,
however, that to make a change in any Service or Kit, (i) IFT shall first
give notice ("Change Request") to HI of the specifications for the IFT
proposed change; (ii) HI may propose a Change Request to IFT; (iii) within
(10) working days, HI shall give notice (the "Change Order") to IFT of the
cost of such change and terms of payment for such change and the effect of
the change on the dates for delivery of Services and Kits (and any
corresponding delays in Installation and Certification, if any), and (iv) the
change will become effective only at such time as HI receives a Change Order
signed by an authorized agent of IFT.
IN WITNESS WHEREOF, the parties have hereto caused this Agreement to be
executed by their duly authorized representative.
Hollingsead International, Inc.
[Illegible] 7/30/96
- -----------------------------------
By: PRESIDENT, DAH INC.
Interactive Flight Technologies, Inc.
7/30/90
- ------------------------------------
By:
8
<PAGE>
STATEMENT OF WORK
TO THE AGREEMENT
BETWEEN
INTERACTIVE FLIGHT TECHNOLOGIES, INC
AND
HOLLINGSEAD INTERNATIONAL, INC.
FOR
SWISSAIR
1.0 APPLICABLE AIRCRAFT TYPES
The following Aircraft types and quantities per Table 1 will be
retrofitted with the IFT System. The appropriate airline interior
arrangement drawing (Layout Passenger Accommodations, or LOPA),
installation and applicable revision per Aircraft type are also given.
Table 1
A/C TYPE A/C QUANTITY LOPA DRAWING
-------- ------------ ---------------------
B747 3 991021 Rev 10.10.95
B747 2 991041 Rev 10.10.95
MD11 7 991057 Dated 10.05.96
MD11 9 991056 Dated 10.05.96
LOPA numbers and revision levels will be updated upon occasion by the
Customer.
1.1 LRU QUANTITIES PER AIRCRAFT TYPE
The installation design furnished by HI shall support the LRU
quantities defined in the hardware matrices in Appendix I of
this document.
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<PAGE>
2.0 RESPONSIBILITIES
2.1 IFT DESIGN RESPONSIBILITIES ARE:
a) Overall definition of System function and performance requirements.
b) Allocation of System function within the System.
c) Definition of System interfaces.
d) Dissemination of air line Customer requirements.
e) Coordination of supplier/airline interface.
f) All seat console interfaces and design.
g) Design, test and manufacture of all System LRU's.
h) All System development, EMI, qualification and acceptance
testing and related reports.
i) Design, test and manufacture of all special test equipment.
j) Design, test and production of all software.
k) Definition of power load shedding capability/requirements.
2.2 HI DESIGN RESPONSIBILITIES ARE:
a) Establishment of the program management structure.
b) Identification of key points of contact.
c) Management of the internal engineering effort.
d) Definition of data exchange requirement and procedures.
e) Compilation of System baseline technical data.
f) Compilation of Aircraft baseline technical data.
2
<PAGE>
g) Definition of power requirements and availability.
h) Definition of Aircraft discretes.
i) Identification of third party equipment interface requirements.
j) Conduct physical survey of various Aircraft.
k) Development of all Supplier Data Requirement List(s)SDRL defined
items and provide per SDRL defined dates.
l) Participation in all defined technical meetings and reviews.
m) Confirmation of installation structural compatibility with Aircraft
manufacturer.
n) Development of installation plans, instruction and engineering
orders.
o) Development of STC Certification package.
p) Provide assembly and detail documentation per the SDRL.
q) Produce all cables and installation provisions required for System
integration.
r) Perform First Article Inspections in conjunction with IFT.
s) Production of Illustrated Part Catalogs, Aircraft Maintenance
Manuals, Service Bulletins and System Maintenance Practices as
they pertain to the installation provisions.
t) Scheduling, conducting and obtaining IFT approval (where required
by IFT) of all design review and technical meeting minutes and
action plans.
u) Development of level 1 through level 4 project schedules and
controls.
v) Preparing ground test, EMI/RFI test, and flight test plans/report.
LRU integration at the seat shall be the responsibility of a separate
seat integrator under contract to IFT, and is thus not included in the
document.
3
<PAGE>
HI shall formulate a development plan defined from the technical
requirements contained in this document and in this document and
in the referenced documentation. Following IFT review and
approval, the support shall use the design and production process
called out in their plans to design, manufacture and support the
provisions for the System.
HI shall inform IFT of selected design decisions by providing the
documentation required as listed in the Sub-contractor Data
Requirements List (SDRL) in the format called out by the
technical requirements section of the document. Documentation
required by IFT shall be produced, prior to the formal delivery
date, as working documents during the course of the program.
HI shall be responsible for those design decisions not covered by
IFT design or documentation requirements. This allows HI to use
parts or detailed design common to other products, or those of
which they may have experience or expertise, provided such
decisions do not adversely affect the IFT system or IFT's
customers
2.3 IFT VALIDATION RESPONSIBILITIES
IFT will evaluate and validate HI's design to ensure that the
technical requirements are operationally acceptable, acceptable to
the airline Customer, and that the design allows implementation of
the System. IFT may elect to perform independent testing as a part
of the validation process. Set points or design review milestones
will be scheduled by HI for this purpose.
2.4 HI DESIGN QUALIFICATION
HI shall verify by means of a compliance matrix that the design
meets the technical design requirements of this document by
paragraph. HI shall present, at CDR, verifiable evidence of
compliance.
2.5 TECHNICAL COORDINATION MEETINGS
When considered necessary by HI and upon reasonable notice to IFT
Technical Coordination Meetings (TCMs) shall be held between IFT,
HI, and if deemed necessary, the seat manufacturer(s) and the
Customer. A TCM is defined as a design review meeting to establish
and record agreement on basic configuration, design requirements,
technical data requirements, data submittals, Certification
requirements, schedule review and to determine future action
resulting thereof. The agenda, frequency, location and
responsibility as to the preparation, distribution and approval of
minutes of such meetings shall be mutually determined by IFT and
HI. Items requiring action resulting from the review will be
recorded and tracked for closure by HI.
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2.6 DESIGN REVIEWS
HI shall coordinate each review and shall establish the time,
place and agenda for each review subject to coordination and the
approval of IFT. The agenda shall be received by IFT five (5)
working days prior to the review. HI Project Management shall
prepare minutes from the review and submit for IFT and airline
Customer's approval within ten (10) working days after the review.
Items requiring action resulting from the review wll be recorded
and tracked for closure by HI.
2.6.1 INSTALLATION PRELIMINARY DESIGN REVIEW (PDR)
HI shall support and participate in a preliminary design
review that supports mutually agreed upon program schedules.
The PDR shall consist of a formal technical review of the
basic design approach prior to the detailed design. The
results of the PDR will signify a "freeze" of the design
direction. At this point, all general requirements of IFT
and the airline Customer should be in place, including all
source data, hardware and System documentation deliverables
and processes required to complete the objectives. The
following shall be addressed at the PDR:
a) General Requirements - The requirements of IFT and
the airline Customer shall be addressed by HI as to
how they shall be met. Any additional requirements,
such as those of the airframe manufacturer, shall also
be addressed. HI shall clearly identify where HI's
design deviates from the requirements, if applicable.
A physical description of the components, installation
locations and hardware shall be provided, including
sizes, weights, and provisions for future upgrades.
b) Documentation Structure - Development and
production documentation shall be identified by HI.
Availability of such documentation shall also be
stated. HI is responsible to provide all documentation
specified in the SDRL ten (10) working days prior to
the scheduled PDR.
c) Certification - System and Installation component
Certification strategies shall be identified by HI and
approved by IFT.
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d) Scheduling - Program schedules shall be presented by HI
including key milestone dates for design, development,
production, installation and Certification. Cut-off dates
for IFT and airline Customer initiated changes shall be
clearly stated and known risks identified. The start dates
for production and subsequent production rate shall be
stated. PDR deliverables will be identified and scheduled
by line item.
e) Project Management - Processes for progress tracking and
reporting shall be identified by HI.
f) Personnel - Staffing levels, points of contact and
communication paths shall be identified by HI.
g) Data Requirements - HI shall present requirements in
regard to hardware, documentation, additional information,
etc. to continue the detailed design by HI.
2.6.2 INSTALLATION INTERMEDIATE DESIGN REVIEW (IDR)
Due to the tight program schedule constraints, HI shall
participate in intermediate design reviews that support mutually
agreed upon program schedules. The IDR shall consist of formal
technical reviews of the basic design approach prior to the
detailed design. The results of the PDR will be reviewed and
progress towards IDR statused. At this point, all general
requirements of IFT and the Airline Customer shall be reviewed.
The following shall be addressed at the IDR:
a) General Requirements - The requirements of IFT and the
airline Customer shall be addressed by HI as to how they
shall be met. Any additional requirements, such as those of
the airframe manufacturer, shall also be addressed. A
physical description of the components, installation
locations and hardware shall be provided, including sizes,
weights, and provisions for future upgrades.
b) Documentation - Development and production documentation
shall be statused by HI.
c) Certification - System and Installation
component Certification strategies shall be
statused.
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d) Scheduling - Program schedules shall be presented
by HI including key milestone dates for design,
development, production, installation and
Certification. Cut-off dates for IFT and airline
Customer initiated changes shall be reviewed.
e) Data Requirements - HI shall present any
outstanding data that are impacting the program.
f) HI will provide risk mitigation strategies to
enhance IFT program success.
2.6.3 INSTALLATION CRITICAL DESIGN REVIEW (CDR)
HI shall support and participate in a critical design review
that supports mutually agreed upon program schedules. The
CDR is the formal technical review of the detailed design
prior to production and constitutes a "freeze" of the
detailed design. At this time IFT's and the airline
Customer's complete requirements should be in place. HI
shall be responsible for providing all documentation
specified in the SDRL. The CDR shall insure that the
installation design meets the following criteria:
a) HI shall address how IFT's and airline Customer requirements,
and any additional requirements, have been met.
b) HI shall address what effect the design has on existing
Aircraft interfaces.
c) HI shall review how the design meets Certification
requirements.
d) HI shall review how the technical data submittal requirements
listed in the SDRL are proceeding as scheduled and are still
feasible.
e) HI shall demonstrate how all applicable issues raised at IDR
shall be resolved.
2.7 TECHNICAL SUPPORT
Technical support shall include personnel, and spare installation
provisioning parts necessary to test, calibrate, modify and
maintain the provision hardware and support equipment, generate
engineering change orders, and update documentation as required.
HI shall provide technical representation for all installations to
answer all inquiries with a direct communication line between IFT
and HI. HI shall also provide on-site support through the
completion of installation and aircraft return to service as
required on each Aircraft type.
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2.8 INSTALLATION SUPPORT
HI shall provide sufficient number of qualified personnel
to perform the installation of the IFT System to a mutually
agreed upon schedule. IFT will be responsible for
coordinating the sufficient installation access to the
Aircraft with the airline Customer.
3.0 TECHNICAL REQUIREMENTS
3.1 GENERAL REQUIREMENTS
HI shall be responsible for the installation engineering,
mechanical mounting provision design, kitting,
substantiation, and installation of System equipment and
related cabling in First Class, Business Class and Economy
Class. The seat integrator(s) chosen by the Customer
airline shall be responsible for the engineering required
to install IFT in-seat equipment and related cabling, and
to restore the original seat Technical Service Order (TSO).
All Aircraft interface designs shall be coordinated with,
and approved by, IFT and the airline Customer s technical
fleet Services.
3.1.1 OFF-THE-SHELF VS. NEW DESIGN
HI shall utilize existing off-the-shelf installation
hardware whenever possible. New designs shall be
considered only as needed to adapt existing
components to meet the intent of the technical
requirements or to facilitate mutually agreed
installation schedule reduction.
3.1.2 INTERCHANGEABILITY
Interchangeability shall conform with Requirements 7
of MIL-STD-454. All parts, subassemblies, assemblies,
etc., having the same part number shall be designed
to be directly interchangeable without System or
interface adjustment to either the components, part,
System or Aircraft. Electrical connectors mating with
interconnecting wiring harnesses that are not
functionally interchangeable shall not be physically
interchangeable. Interchangeability of hardware
components across fleets is the design objectives.
3.1.3 AIRFRAME MOUNTED EQUIPMENT
HI shall obtain approval for all equipment
installations that mount to the airframe. As part of
that approval, HI shall provide a complete stress
analysis of the mounting structure and the interface
loads per FAR 25.561. HI shall endeavor in all
instances to avoid modification of the primary
Aircraft structure in the installation
8
<PAGE>
design. IFT will aid HI in coordinating and obtaining from the
airline approval for the interface loads imparted into the
structure. All reports to the airline shall be submitted through
IFT, however, HI is ultimately responsible for design changes and
updating of the reports to obtain final approval.
3.1.4 INTERFACE CONTROL
HI shall assure that the provisions developed for System
installation is physically, functionally, and procedurally
compatible for existing interfacing units and Systems in current
use on the affected Aircraft. IFT will initially supply through
the airline Customer, data considered necessary for establishing
interfaces. HI must identify and request any additional data that
may be required to fulfill their responsibilities.
3.1.5 WEIGHT CONTROL
HI shall assure that the weight of the installation provisions is
as light as possible while consistent with other requirements.
3.1.6 MISCELLANEOUS PROVISIONS
HI shall be responsible for engineering that modifies existing
floor and sidewall panels to accept any required disconnect
brackets and cabling.
3.1.7 CABLING INSTALLATION REQUIREMENTS
All cabling shall be installed per FAR. 25.1353, and the routing
shall be subject to approval by IFT. Installation of cables and
harnesses shall meet the applicable general requirements of Boeing
or McDonnell Douglas documents as applicable. HI shall utilize
existing cable runs as much as possible to route all System
cabling. HI shall install any required cable clamps and standoffs
to support the installation of the System cabling. Cabling shall
be clamped every twenty (20) to twenty-two (22) inches and
wherever the cable routing makes a change in direction. HI shall
define clamping techniques and components based on approved
airline Customer repair and maintenance procedures. HI shall meet
the separation requirements between System cabling and existing
cabling that are heavy transmitters of electrical power to avoid
the induction of electrical interference into the System. Cabling
installation drawings shall contain the Aircraft station (STA),
left or right buttock line (BL), and waterline (WL) of each cable
run and disconnect location as well as the airline Customer
assigned disconnect number as applicable for each installation.
9
<PAGE>
This shall apply to the following:
a) Aircraft to head-end equipment.
b) Head-end equipment to head-end equipment.
c) Head-end equipment to zone equipment.
d) Zone equipment to seat equipment.
All hardware required to mount the cabling shall be included. For
seat-to-seat cabling installation drawings, the required Customer
airline supplied cable raceway shall be called out and installed.
This raceway will be included in the Aircraft provisioning Kits
supplied by HI.
3.1.8 AIRCRAFT POWER AND EXISTING SYSTEM INTERFACE
System cabling interfaces to Aircraft power and existing Aircraft
Systems will be defined by the airline Customer and will be
communicated to HI.
3.1.9 CABLING AND HARNESS DESIGN REQUIREMENTS
HI shall design and supply specified cabling to connect the
individual System components together and to connect the System to
Aircraft power and existing System. The number of disconnects
within the Aircraft shall be kept to a minimum to enhance
reliability but support the maintainability of the System. It
shall be the responsibility of HI to define the number and
location of disconnects and grouping of cables between equipment
within the Aircraft. Cable and harness design and assembly shall
follow the guidelines of Boeing and McDonnell Douglas as
applicable. All HI provided System cables and harness shall be
designed with sufficient length to facilitate ease of
installation, a lack of static tension on the cables and good
installation maintenance practices (i.e., "drip loops, etc.).
Mounting hardware used to install all HI provided cables and
harnesses shall be provided as part of the cable or harness
assembly.
3.1.10 WIRE AND CABLE REQUIREMENTS
Single wire used in all cables and harnesses shall meet the
requirements of MIL-W-22759. Multiple twisted conductors used in
all cables and harnesses shall meet the requirements of
MIL-C-27500. Coaxial wire used in cables or harnesses shall meet
the requirements of MIL-C-17.
10
<PAGE>
3.1.11 CONNECTOR REQUIREMENTS
Connectors used to interface between LRUs, disconnects, or
interface with Aircraft wiring and Systems shall be of the
following types (or equivalent):
a) Circular connectors shall meet the requirements of
MIL-C-83723, MIL-C-26482.
b) Rectangular connectors shall meet the requirements of
MIL-C-83659.
c) Coaxial connectors shall meet the requirements of
MIL-C-39012.
d) ARINC style connectors shall meet the requirements of
ARINC 600 or ARINC 404.
Connectors, plug-type or receptacle-type, will be
selected to appropriately match the mating half of
the LRU or other cable end to avoid problems caused
by differing contact alignment, insertion force
tolerances, contact materials, and contact
construction causing mechanical tolerance relaxation
due to environmental extremes.
4.0 TECHNICAL DOCUMENTATION REQUIREMENTS
All technical data identified in Supplier Data Requirements List
in Appendix II of this document shall be provided per the SDRL in
the format specified in the following paragraphs of this section.
All drawings/documentation or changes to the
drawings/documentation shall be transmitted to IFT in accordance
with the submittal requirements of the SDRL. HI shall also
provide maintenance of engineering drawings or documentation
developed under the Purchase Order/Contract. All
drawings/documentation, including installation drawings, work
scopes, engineering orders, structural substantiation, block
diagrams, wiring diagrams, System schematics and other
engineering data shall be delivered to IFT when either specified
in the SDRL or within 30 days of written request. Documentation
and subsequent revisions (including magnetic tape) written and/or
provided for the System by HI will be warranted for completeness
of technical information, as defined in the requirements of ATA
100. Further, the accuracy of HI provided technical documentation
will be warranted to agree with the applicable IFT or airline
Customer source specifications, documents, and drawings. Computer
generated drawings and documents shall be submitted to IFT on IBM
formatted 1.44 megabyte High density floppy disks unless
otherwise specified.
11
<PAGE>
4.1 DOCUMENTATION REVISION SERVICES
HI shall provide documentation revision Services for all
engineering documentation at no charge to IFT for a period of six
months after completion of FOT installation, where FOT
installation is defined as the first Aircraft of a particular
type (i.e., 747), model (i.e., -3), and interior furnishing and
seating arrangement assuming that the revisions assuming that the
revisions are performed to convert and clarify information.
4.2 INSTALLATION BLOCK DIAGRAM
HI shall prepare an Installation Block Diagram showing basic LRU-
to-LRU System connections. The System Block Diagram may serve as a
top level sheet to the System Schematic Diagram.
4.3 STRUCTURAL, CABLING AND EQUIPMENT INSTALLATION DRAWINGS
HI shall prepare all structural, cabling and equipment
installation drawings. They shall be prepared and provided to IFT
by HI as a Computer Aided Design (CAD) electronic file using
AutoCAD 12.0, or later version, as a software design format. The
installation drawings shall contain in the drawing parts list all
supplier-manufactured parts, supplier-purchased parts and IFT-
supplied equipment necessary to install and certify the IFT
System. All installation drawings shall be executed per HI
Engineering Drawing Practices. The installation drawings shall be
provided to IFT by HI as electronic and paper copies.
4.4 INSTALLATION WORKSCOPE
HI shall prepare a detailed installation workscope based on HI-
prepared installation drawings and test documents that provides
written installation instruction sufficient to install all HI
manufactured parts, HI purchased parts and IFT supplied equipment.
In addition, the workscope shall contain all System level hot and
cold electrical test plans, power-up test plans, Electro-Magnetic
Interference (EMI) test plans, ground test plans, flight test
plans, and acceptance test plans to verify that the IFT System
does not interfere with the existing Aircraft Systems in any way.
The installation workscope shall comply with HI format. They shall
be prepared and provided to IFT by HI in a computer generated
electronic file using Microsoft Word 6.0, or later version,
software. The installation workscope shall also be provided to IFT
by HI as paper copies.
4.5 ENGINEERING RELEASES
HI shall prepare Task Card designed as mechanic installation
instructions based on the content of the installation workscope,
in a format compliant to HI standard.
12
<PAGE>
4.6 AIRCRAFT SYSTEM WIRING DIAGRAM
HI shall prepare a System wiring diagram, showing the entire
System wiring definition, equipment pin assignments, grounds,
etc., in a format following the airline Customer layout and
symbology, and executed per ATA 100. Diagrams shall be readable
from left to right in reference to power, control, actuation, and
indication. The diagrams shall be based on the following Aircraft
condition: Aircraft on the ground; landing gear down; power off;
throttles closed; parking brake on; landing flaps up; and all
doors closed. All wire assemblies shall have a unique wire number
for identification purposes. This number shall follow the
Aircraft manufacturer's format for identifying external
(Aircraft), internal (component), twisted, shielded, and coaxial
wire assemblies and shall be assigned by HI through the airline
Customer. Each component shall be assigned a unique equipment
designator of the format set forth by the airline Customer. All
Aircraft effectivities shall be specified by assigned Aircraft
registration numbers. The System wiring diagram shall be prepared
and provided by HI as a Computer Aided Design (CAD) electronic
file using AutoCAD 12.0, or later version, as a software design
format.
4.7 AIRCRAFT SYSTEM SCHEMATIC DIAGRAM
HI shall prepare a System schematic diagram, showing the entire
System connectivity and LRU internal functionality in a format
following Swissair layout and symbology, and executed per ATA 100.
Diagrams shall be readable from left to right in reference to
power, control, actuation, and indication. The diagrams shall be
based on the following Aircraft condition: Aircraft on the ground;
landing gear down; power off; throttles closed; parking brake on;
landing flaps up; and all doors closed. Each component shall be
assigned a unique equipment designator of the format set forth by
the airline Customer. All Aircraft effectivities shall be
specified by assigned Aircraft registration numbers.
4.8 CHAPTER 91 WIRE LIST
HI shall prepare a wire list, hookup and ground list in compliance
with ATA 100. This list shall, be prepared and provided by HI in a
computer generated electronic file using Microsoft Excel 4.0, or
later version, software.
4.9 STRUCTURAL SUBSTANTIATION REPORT
HI shall prepare a structural substantiation report that verifies
HI's design. This document shall also define and verify interface
loads imparted into existing Aircraft structure by HI's
installation provisions. The structural substantiation shall be
prepared and provided by HI in a computer
13
<PAGE>
generated electronic file using Microsoft Word -Registered
Trademark- 6.0 or later version, software.
4.10 ELECTRICAL LOAD ANALYSIS
HI shall prepare an electrical load analysis defining the
electrical load imparted to the existing Aircraft electrical
System by the System. The electrical load analysis shall be
prepared and provided by HI in a computer generated electronic
file using Microsoft Excel 4.0 or later version, software.
4.11 MASTER DRAWING AND DATA LIST (MDL)
HI shall prepare a master drawing and data list of all IFT and HI
drawings and documents that affect the configuration and
Certification of the existing Customer Aircraft The master drawing
and data list shall be of an indentured format, complying with HI
standard format, and showing the applicable drawing number title,
revision status, outstanding change notices, and approval dates.
The MDL shall be prepared and provided in a computer generated
electronic file using Microsoft Excel -Registered Trademark- 4.0,
or later version, software.
4.12 WEIGHT AND BALANCE REPORT
HI shall prepare a weight and balance report giving the station,
waterline and combined center of gravity for all installed HI
equipment. The weight and balance report shall be prepared and
provided by HI in a computer generated electronic file using
Microsoft Word -Registered Trademark- 6.0, or later version
(text), and Microsoft Excel -Registered Trademark- 4.0, or later
version (tables), software.
4.13 ASSEMBLY AND DETAIL DRAWINGS
HI shall prepare all mechanical and cabling assembly and detail
drawings and shall be prepared and provided by HI as a Computer
Aided Design (CAD) electronic file using AutoCAD 12.0, or later
version, as a software design format. The assembly and detail
drawings shall contain all parts, material, physical and
electrical characteristics, and manufacturing information
necessary to manufacture the installation provisions for the
System.
14
<PAGE>
5.0 CERTIFICATION REQUIREMENTS
HI shall, for this program, be responsible for providing all
engineering documentation required by the SDRL to support the
planning, coordination and completion of FAA Certification
activities on behalf of IFT for application and receipt of a
Supplemental Type Certificate (STC) of each FOT Aircraft through
a DAS authority. IFT hereby grants HI a license in perpetuity to
use the STC in conjunction with IFT's system. In support of the
STC activity, HI will provide all documentation such as FAA Form
8110-3 required by the applicable FARs. HI shall provide on-site
Certification support through STC approval for all FOT
installations.
6.0 SUPPLIER PARTS PRODUCTION AND KITTING REQUIREMENTS
HI shall produce, or subcontract to production, all parts in HI's
installation design. This shall include all brackets, mounting
trays, rocks, cables, and other hardware. IFT shall assume
responsibility for manufacture of all LRUs. HI shall also be
responsible for procurement of all mounting hardware, cable
clamps, standoffs, grommets, etc., required to install IFT System
equipment. HI shall also be responsible for all FAA PMA
activities for parts manufactured and controlled by HI. All
installation provisions designed and manufactured by HI shall
meet the design, safety, quality and conformance standards of FAR
Part 21.303. When deemed necessary, IFT will participate First
Article Inspections conducted by HI or their subcontractors. All
repairable assemblies shall be composed of off-the shelf
components available in the United States. HI shall be
responsible for all installation parts logistics including
staging, kitting of parts and shipping to IFT for System testing.
Installation provisions shall be kitted by installation drawing
and dash number for ease of conformance. Parts kitting and
packaging shall conform, at a minimum, to ATA 300. IFT shall be
responsible for final packaging and shipping of the complete kit
to the airline Customer.
7.0 SUPPLIER QUALITY REQUIREMENTS
HI, and/or their subcontractors, shall meet all quality
requirements of accepted industry standards.
15
<PAGE>
APPENDIX 1
[Confidential Material Omitted]
<PAGE>
APPENDIX II
17
<PAGE>
APPENDIX II
<TABLE>
<CAPTION>
Req'd Req'd Req'd Req'd Req'd
Document Initial Due Date for for for for for
PDR IDR CDR Final STC
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Aircraft System Wiring Diagram 3 days prior to PDR X X X X X
Aircraft System General Arrangement 3 days prior to PDR X X X X X
Installation Block Diagram 3 days prior to PDR X X X X X
Cabling Installation Drawings 3 days prior to PDR X X X X X
Equipment Installation Drawings 3 days prior to PDR X X X X X
Electrical Load Analysis 3 days prior to PDR X X X X
Weight and Balance Diagram 3 days prior to IDR X X X X
Installation Workscope 10 days prior to CDR X X X
Structural Installation Drawings 3 days prior to CDR X X X
Master Data and Drawing List 10 days after CDR X X
Stress Analysis Report 10 days after CDR X X
Wire List Data 10 days after CDR X
HI Formatted Engineering Releases 10 days after CDR X
System Ground Test Plan 10 days after CDR X
System EMI/RFI Test Plan 10 days after CDR X
Flight Test Plan 10 days after CDR X
System Ground Test Procedures 10 days after CDR X
(To be incorporated into Workscope)
System EMI/RFI Test Procedures 10 days after CDR X
(To be incorporated into Workscope)
Flight Test Procedures 10 days after CDR X
(To be incorporated into Workscope)
System Ground Test Report and 8110-3 3 days prior to A/C OD X
System EMI/RFI Test Report and 8110-3 3 days prior to A/C OD X
Ground Test Report and 8110-3 3 days prior to A/C OD X
Aircraft Flight Manual Supplement 3 days or to A/C OD X
Aircraft System Schematic Diagram 3 days prior to A/C OD X
Cabin Compliance Inspection Report 1 week prior STC Issuance
</TABLE>
<PAGE>
PRICING AND PAYMENT SCHEDULE
TO THE AGREEMENT
BETWEEN
INTERACTIVE FLIGHT TECHNOLOGIES, INC.
AND
HOLLINGSEAD INTERNATIONAL, INC.
SWISSAIR
PRICES AND PAYMENT FOR SERVICES
IFT will pay HI for the Services, on or before the last day of the
calendar month following the month during which HI issues and sends its
invoice to IFT for Services. The HI invoices ("Services Invoices") shall be
in the following amounts:
MDll
<TABLE>
<S> <C>
Stage of Services Completed Price
---------------------------- -----
Aircraft Surveys,
Technical Coordination Meetings(1) [Confidential Material Omitted]
Preliminary Design Review (PDR) [Confidential Material Omitted]
Preliminary Electrical Analysis Report
and Preliminary Certification Plan [Confidential Material Omitted]
Intermediate Design Review (IDR)(2) [Confidential Material Omitted]
Preliminary Weight and Balance
and Stress Analysis Reports [Confidential Material Omitted]
Ground Test EMI/RFI and
Flight Test Plans [Confidential Material Omitted]
Critical Design Review (CDR) [Confidential Material Omitted]
</TABLE>
- ------------------------
1 [Confidential Information Omitted]
2 [Confidential Information Omitted]
<PAGE>
<TABLE>
<S> <C>
Installation [Confidential Information Omitted]
Final Submittal of Data Package to FAA [Confidential Information Omitted]
-------
TOTAL MD-11 [Confidential Information Omitted]
</TABLE>
B747
<TABLE>
<S> <C>
Stage of Services Completed Price
--------------------------- -----
Aircraft Surveys,
Technical Interface Meetings(3) [Confidential Information Omitted]
Preliminary Design Review (PDR) [Confidential Information Omitted]
Preliminary Electrical Analysis Report
and Preliminary Certification Plan [Confidential Information Omitted]
Intermediate Design Review (IDR)(4) [Confidential Information Omitted]
Preliminary Weight and Balance
and Stress Analysis Reports [Confidential Information Omitted]
Ground Test EMI/RFI and
Flight Test Plans [Confidential Information Omitted]
Critical Design Review (CDR) [Confidential Information Omitted]
Installation [Confidential Information Omitted]
Final Submittal of Data Package to FAA [Confidential Information Omitted]
-------
TOTAL B747 NRE [Confidential Information Omitted]
</TABLE>
- ------------------------
3 [Confidential Information Omitted]
4 [Confidential Information Omitted]
<PAGE>
PRICES AND PAYMENT FOR KITS
[Confidential Information Omitted]
PRICES AND PAYMENT FOR INSTALLATION LABOR
[Confidential Information Omitted]
<PAGE>
PRICES AND PAYMENT FOR CERTIFICATION
Upon the completion of Certification for each FOT Aircraft for the
Customer, HI shall invoice IFT for the Certification at the prices listed
below; IFT will pay HI for the Certification on or before the last day of the
calendar month, following the month during which HI issues and sends its
invoice to IFT for Certification. The price for Certification of each type of
Aircraft is:
MD11 Aircraft [Confidential Information Omitted]
B747 Aircraft [Confidential Information Omitted]
PRICES AND PAYMENT FOR TRAVEL AND LODGING
During each calendar month during which HI has (i) incurred expenses for
Travel, Lodging or Per Diem for its employees for the performance of
Engineering Services, Certification or Installation Labor and (ii) charged an
administrative fee for the management of Travel, Lodging and Per Diem, HI
shall invoice IFT for 100% of the cost of Travel, Lodging and Per Diem, (a
"Travel and Lodging Invoice"); IFT will pay HI the Travel and Lodging Invoice
on or before the last day of the calendar month following the calendar month
during which such invoice was received by IFT.
<PAGE>
PROJECT
SCHEDULES
<PAGE>
<TABLE>
<S><C>
[Confidential Information Omitted]
</TABLE>
<PAGE>
SUPPLEMENT I
<PAGE>
SUPPLEMENT I
Kit Price Components and Reconciliation
All Swissair MD11 and B747 Kits contain basic component part groupings which
are as follows:
- STRUCTURE (ST) including:
Pallets, Verticle Supports, Rods/Rod Fittings, Angles,
Fittings, Mounting Plate, Disconnect Panels, Brackets,
Floor Disconnect Bores.
- TRAYS/TRAY HARNESSES (TT) including:
Trays, Shock Mounts, Input/Output Cables.
- CABIN WIRING (CW) including:
SDU to SDU Cabling, SDU to SEB Cabling.
- AIRCRAFT WIRING/INTERFACES (AWI) including:
Pallet to Pallet Wiring, Clamp Hardware, Zone Output
Cabling, P/A Interface, Power Interface, Circuit
Breakers, Ceiling Panels, SATCOM Interface.
Price Per Appendix I Extended Warranty/
06/27/96 Draft Changes Insurance Cost New Kit Value
-------------- ---------- ------------------ -------------
MD 11 Series 56
- ---------------
ST
TT [Confidential Information Omitted]
CW
AWI
<PAGE>
SUPPLEMENT I Page 2
MD 11 SERIES 57
- ---------------
ST
TT [Confidential Information Omitted]
CW
AWI
B747 COMBI
- ----------
ST
TT [Confidential Information Omitted]
CW
AWI
B747 FULL PAX
- -------------
ST
TT [Confidential Information Omitted]
CW
AWI
