Shared Services Agreement

SHARED SERVICES AGREEMENT


THIS SHARED SERVICES AGREEMENT, dated as of April 27, 1996, between Lockheed Martin Tactical Defense Systems - Akron, a division of Lockheed Martin Corporation, a Maryland corporation located at 1210 Massillon Road, Akron, Ohio 44315 ("Lockheed Martin") and Aircraft Braking Systems Corporation, a Delaware corporation located at 1204 Massillon Road, Akron, Ohio 44306 ("ABSC").


W I T N E S S E T H


WHEREAS, Lockheed Martin has provided certain services to ABSC and such services will continue to be necessary in the ordinary course of ABSC's business (such services hereinafter referred to as "Lockheed Martin Services") and


WHEREAS, ABSC has provided certain services to Lockheed Martin and such services will continue to be necessary in the ordinary course of Lockheed Martin's business (such services hereinafter referred to as "ABSC Services"); and


WHEREAS, Lockheed Martin and ABSC desire to enter into an agreement providing the Shared Services to each other on terms which are mutually acceptable to both Lockheed Martin and ABSC.


NOW, THEREFORE, Lockheed Martin and ABSC agree as follows:


Section 1. SHARED SERVICES


1.1 Lockheed Martin Services


Lockheed Martin shall provide ABSC with the Lockheed Martin Services on the terms and conditions set forth in this Agreement. The Lockheed Martin Services shall consist of the services listed on Exhibit A attached hereto.


1.2 ABSC Services


ABSC shall provide Lockheed Martin with the ABSC Services on the terms and conditions of this Agreement. The ABSC Services shall consist of the services listed on Exhibit B attached hereto.


2
1.3 Limitations on Obligations to Provide Shared Services


(a) The parties to this Agreement hereby agree that the Shared Services which are to be provided pursuant to this Agreement shall not be deemed to include any services not provided prior to the date of this Agreement; provided, however, that either Lockheed Martin or ABSC may render services beyond those which it is obligated to render hereunder on such terms and conditions as may hereinafter be agreed to by Lockheed Martin and ABSC.


(b) All Shared Services hereunder will be provided in accordance with the customary business practice of the party providing such service, and to the extent and in substantially the same manner as provided prior to the date of this Agreement, BUT WITHOUT REPRESENTATION OR WARRANTY OF ANY NATURE WHATSOEVER. ALL GOODS AND SERVICES SUPPLIED HEREUNDER ARE SUPPLIED WITHOUT REPRESENTATION AS TO MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.


Section 2. CONSIDERATION


2.1 Lockheed Martin Services


In consideration of the services enumerated in Section 1.1 of this Agreement, ABSC agrees to pay to Lockheed Martin fees for such services at the rates set forth in Exhibit A attached hereto.


2.2 ABSC Services


In consideration of the services enumerated in Section 1.2 of this Agreement, Lockheed Martin agrees to pay to ABSC fees for such services at the rates set forth in Exhibit B attached hereto.


2.3 Method of Payment


(a) Lockheed Martin shall bill ABSC for Lockheed Martin Services in the manner specified in Exhibit A attached hereto. Such bill shall set forth, in reasonable detail, all items and services provided or rendered by Lockheed Martin to ABSC. ABSC shall remit payment for such Lockheed Martin Services to Lockheed Martin in a manner specified in Exhibit A attached hereto.


(b) ABSC shall bill Lockheed Martin for ABSC Services in the


2 3 manner specified in Exhibit B attached hereto. Such bill shall set forth, in reasonable detail, all items and services provided or rendered by ABSC to Lockheed Martin. Lockheed Martin shall remit payment for such ABSC Services to ABSC in a manner specified in Exhibit B attached hereto.


Services 3 TERM
3.1 Term of Shared Services Agreement


This Agreement shall become effective on April 27, 1996 and shall continue in effect until the close of business on April 26, 1998.


3.2 Termination of Party's Obligation to Provide Certain Shared
Services


(a) Except as set forth i ...