Confidential Treatment. Customer understands that Boeing considers certain commercial and financial information contained in this Letter Agreement as confidential. Each of Customer and Boeing agree that it will treat this Letter Agreement and the information contained herein as confidential. Customer agrees to limit the disclosure of the contents of this Letter Agreement to employees of Customer with a need to know and who understand that they are not to disclose its content to any other person or entity without the prior written consent of Boeing. Notwithstanding the forgoing, Customer may disclose this Letter Agreement and the terms and conditions herein to its parent company, FedEx Corporation, to the Board of Directors of its parent corporation, FedEx Corporation, to its professional advisors under a duty of confidentiality with respect hereto, and as required by law. Very truly yours, THE BOEING COMPANY By /s/ XXXXXX X. XXXX Its Attorney-In-Fact ACCEPTED AND AGREED TO this Date: December 14, 2011 Federal Express Corporation By /s/ XXXXXXX X. XXXX Its Vice President Attachments A and B BOEING PROPRIETARY Attachment A to Letter Agreement FED-PA-03712-LA-1106152 [ * ] * Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. XXX-XX-00000-XX-0000000 Xxxxxxxxxx A December 12, 2011 Page 1 BOEING PROPRIETARY Attachment B to Letter Agreement FED-PA-03712-LA-1106152 [ * ] * Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. XXX-XX-00000-XX-0000000 Xxxxxxxxxx B December 12, 2011 Page 1 BOEING PROPRIETARY The Boeing Company X.X. Xxx 0000 Xxxxxxx, XX 00000-0000 FED-PA-03712-LA-1106153 Federal Express Corporation 0000 Xxxxx Xxxxx Xxxx Xxxxxxx XX 00000 Subject: Liquidated Damages – Non-Excusable Delay Reference: Purchase Agreement No. 3712 (Purchase Agreement) between The Boeing Company (Boeing) and Federal Express Corporation (Customer) relating to Model 767-3S2F aircraft (Aircraft) This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement.
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Confidential Treatment. Customer understands that Boeing considers certain commercial and financial information contained in this Letter Agreement is considered by Boeing as confidential. Each of Customer and Boeing agree agrees that it will treat this Letter Agreement and the information contained herein as confidential. Customer agrees to limit the disclosure of the contents of this Letter Agreement to employees of Customer with a need to know confidential and who understand that they are not to disclose its content to any other person or entity will not, without the prior written consent of Boeing. Notwithstanding the forgoing, Customer may disclose this Letter Agreement and the terms and conditions or any information contained herein to any other person or entity. In the event that Customer in good faith concludes (based upon an opinion of counsel) that disclosure of information contained in this Letter Agreement may be required by applicable law or governmental regulations, Customer shall advise Boeing in writing prior to such disclosure, if possible, or, if not possible, then promptly upon receiving such order or upon identifying such need to comply, in order to enable Boeing to take whatever steps it deems necessary to protect its parent companyinterests in this regard, FedEx Corporationand Customer will, in any event, disclose only that portion of the information which it is legally required to disclose and Customer will use its reasonable endeavors to protect the confidentiality of such information to the Board of Directors of its parent corporationwidest extent possible in the circumstances. The parties acknowledge and agree that information contained in this Letter Agreement may be disclosed to Customer’s existing lenders (PDP Lenders) under the Facility Agreement dated January 30, FedEx Corporation2008 among Customer, to its professional advisors under a duty of confidentiality with respect heretoNorddeutsche Landesbank Girozentrale, and Bank of Utah, as required by lawsecurity trustee subject to the existing confidentiality agreement with the PDP Lender. Very truly yours, THE BOEING COMPANY By /s/ XXXXXX X. XXXX Its AttorneyBy: [*] Its: ATTORNEY IN FACT Purchase Agreement 3134 SA-2 TLS 747-In-Fact ACCEPTED AND AGREED TO this Date: December 14, 2011 Federal Express Corporation By /s/ XXXXXXX X. XXXX Its Vice President Attachments A and B 8 Freighter [*] BOEING PROPRIETARY Attachment A Supplemental Agreement 2, Page 37 of 43 6-1162-ILK-0436 Page 5 Accepted and agreed to Letter this 1st day of March of 2010. ATLAS AIR, INC. By: Xx. Xxxxxxxx X. Gibbons Its: Vice President, Procurement Purchase Agreement FED3134 SA-2 TLS 747-PA-03712-LA-1106152 8 Freighter [ * ] * Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. XXX-XX-00000-XX-0000000 Xxxxxxxxxx A December 12, 2011 Page 1 BOEING PROPRIETARY Attachment B to Letter Supplemental Agreement FED-PA-03712-LA-1106152 [ * ] * Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act 2, Page 38 of 1934, as amended. XXX-XX-00000-XX-0000000 Xxxxxxxxxx B December 12, 2011 Page 1 BOEING PROPRIETARY 43 The Boeing Company X.X. Xxx 0000 Xxxxxxx, XX 00000-0000 FED6-PA-037121162-LA-1106153 Federal Express Corporation ILK-0437 Atlas Air, Inc. 0000 Xxxxx Xxxxx Xxxx Xxxxxxx Xxxxxxxxxxx Xxxxxx Xxxxxxxx, XX 00000 00000-0000 Subject: Liquidated Damages – Non-Excusable Delay Reference[*] Escalation Alternatives References: 1) Purchase Agreement No. 3712 3134 (the Purchase Agreement) between The Boeing Company (Boeing) and Federal Express Corporation Atlas Air, Inc. (Customer) relating to Model 767747-3S2F ADVF aircraft consisting of twelve (12) firm Boeing Model 747-8 Freighter Aircraft, one (1) option to purchase Boeing Model 747-8 Freighter Aircraft and thirteen (13) rights to purchase Boeing Model 747-8 Freighter Aircraft, collectively (Aircraft) This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement.); and
Appears in 1 contract
Samples: Letter Agreement (Atlas Air Worldwide Holdings Inc)
Confidential Treatment. Customer understands that Boeing considers certain commercial and financial information contained in this Letter Agreement as confidential. Each of Customer and Boeing agree that it will treat this Letter Agreement and the The information contained herein as confidentialrepresents confidential business information and has value precisely because it is not available generally or to other parties. Customer agrees to Each party will limit the disclosure of the its contents of this Letter Agreement to its employees of Customer with a need to know the contents for purposes of helping it perform its obligations under the Purchase Agreement and who understand that they are not to disclose its content contents to any other person or entity without the prior written consent of Boeingthe other party. Notwithstanding the forgoingforegoing, Customer either party may disclose this Letter Agreement (i) for the purpose of regulatory requirements, including without limitation registrations and the terms and conditions herein to its parent companyfilings pursuant thereto, FedEx Corporation, to the Board of Directors of its parent corporation, FedEx Corporation, to its professional advisors under a duty of confidentiality with respect hereto, and or as otherwise required by law, provided that the disclosing party makes commercially reasonable efforts to notify the non-disclosing party in advance of such disclosure and considers in good faith all limitations on such disclosure requested by the non-disclosing party; (ii) for the purpose of disclosure to its auditors and its legal advisors on a need to know basis who themselves agree not to further disclose DAL-PA-02022-LA-1105843 August 24, 2011 [***] LA Page 1 BOEING PROPRIETARY [***] Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission. such information; and (iii) to the extent such information is publicly available other than as a result of the disclosure by or on behalf of such party. Very truly yours, THE BOEING COMPANY By /s/ XXXXXX X. XXXX Xxxx Xxxxxxxxx Its Attorney-In-Fact ACCEPTED AND AGREED TO this Date: December 14August 24, 2011 Federal Express Corporation Delta Air Lines, Inc. By /s/ XXXXXXX X. XXXX Xxxxxxxxx Xxxxxx Its Vice President Attachments A and B - Fleet Strategy & Transactions DAL-PA-02022-LA-1105843 August 24, 2011 [***] LA Page 2 BOEING PROPRIETARY Attachment A to Letter Agreement FED-PA-03712-LA-1106152 [ * [***] * Blank spaces contained confidential information which has Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission pursuant Commission. Attachment A to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. XXXDAL-XX-00000PA-02022-XX-0000000 Xxxxxxxxxx A December 12LA-1105843 [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] DAL-PA-02022-LA-1105843 August 24, 2011 [***] LA Page 1 3 BOEING PROPRIETARY Attachment B to Letter Agreement FED-PA-03712-LA-1106152 [ * [***] * Blank spaces contained confidential information which has Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission pursuant Commission. Attachment A to Rule 24b-2 under DAL-PA-02022-LA-1105843 [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] DAL-PA-02022-LA-1105843 August 24, 2011 [***] LA Page 4 BOEING PROPRIETARY [***] Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Act of 1934, as amendedCommission. XXXAttachment A to DAL-XX-00000PA-02022-XX-0000000 Xxxxxxxxxx B December 12LA-1105843 [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] DAL-PA-02022-LA-1105843 August 24, 2011 [***] LA Page 5 BOEING PROPRIETARY [***] Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission. Attachment B to DAL-PA-02022-LA-1105843 [***] DAL-PA-02022-LA-1105843 August 24, 2011 [***] LA Page 1 BOEING PROPRIETARY [***] Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission. The Boeing Company X.X. Xxx 0000 XxxxxxxP.O. Box 3707 Seattle, XX 00000WA 98124 2207 DAL-0000 FEDPA-02022-PA-03712-LA-1106153 Federal Express Corporation 0000 Xxxxx Xxxxx Xxxx Xxxxxxx XX 00000 LA-1105849 Delta Air Lines, Inc. PO Box 20706 Atlanta GA 30320‑6001 Subject: Liquidated Damages – Non-Excusable Delay [***] Reference: Purchase Agreement No. 3712 PA‑02022 (Purchase Agreement) between The Boeing Company (Boeing) and Federal Express Corporation Delta Air Lines, Inc. (Customer) relating to Model 767-3S2F 737‑732/‑832/‑932ER aircraft (Aircraft) This letter agreement (Letter Agreement) Agreement amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement.Aircraft General Terms Agreement No. AGTA-DAL (AGTA). [***]
Appears in 1 contract
Confidential Treatment. Customer understands that Boeing considers certain commercial and financial information contained in this Letter Agreement as confidential. Each of Customer and Boeing agree that it will treat this Letter Agreement and the The information contained herein as confidentialrepresents confidential business information and has value precisely because it is not available generally or to other parties. Customer agrees to Each party will limit the disclosure of the its contents of this Letter Agreement to its employees of Customer with a need to know the contents for purposes of helping it perform its obligations under the Purchase Agreement and who understand that they are not to disclose its content contents to any other person or entity without the prior written consent of Boeingthe other party. Notwithstanding the forgoingforegoing, Customer either party may disclose this Letter Agreement (i) for the purpose of regulatory requirements, including without limitation registrations and the terms and conditions herein to its parent companyfilings pursuant thereto, FedEx Corporation, to the Board of Directors of its parent corporation, FedEx Corporation, to its professional advisors under a duty of confidentiality with respect hereto, and or as otherwise required by law, provided that the disclosing party makes commercially reasonable efforts to notify the non-disclosing party in advance of such disclosure and considers in good faith all limitations on such disclosure requested by the non-disclosing party; (ii) for the purpose of disclosure to its auditors and its legal advisors on a need to know basis who themselves agree not to further disclose such information; and (iii) to the extent such information is publicly available other than as a result of the disclosure by or on behalf of such party. DAL-PA-02022-LA-1104484 August 24, 2011 Open Configuration Matters LA Page 2 BOEING PROPRIETARY [***] Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission. Very truly yours, THE BOEING COMPANY By /s/ XXXXXX X. XXXX Xxxx Xxxxxxxxx Its Attorney-In-Fact ACCEPTED AND AGREED TO this Date: December 14August 24, 2011 Federal Express Corporation By DELTA AIR LINES, INC. By: /s/ XXXXXXX X. XXXX Its Xxxxxxxxx Xxxxxx Its: Vice President Attachments A and B - Fleet Strategy & Transactions DAL-PA-02022-LA-1104484 August 24, 2011 Open Configuration Matters LA Page 3 BOEING PROPRIETARY Attachment A to Letter Agreement FED-PA-03712-LA-1106152 [ * [***] * Blank spaces contained confidential information which has Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amendedCommission. XXX-XX-00000-XX-0000000 Xxxxxxxxxx A December 12, 2011 Page 1 BOEING PROPRIETARY Attachment B to Letter Agreement FED-PA-03712-LA-1106152 [ * ] * Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. XXX-XX-00000-XX-0000000 Xxxxxxxxxx B December 12, 2011 Page 1 BOEING PROPRIETARY The Boeing Company X.X. Xxx 0000 XxxxxxxP.O. Box 3707 Seattle, XX 00000WA 98124 2207 DAL-0000 FEDPA-2022-PA-03712LA-1104485 Delta Air Lines, Inc. PO Box 20706 Atlanta GA 30320-LA-1106153 Federal Express Corporation 0000 Xxxxx Xxxxx Xxxx Xxxxxxx XX 00000 6001 Subject: Liquidated Damages – Non-Excusable Delay [***] Guarantees Reference: Purchase Agreement No. 3712 PA-2022 (Purchase Agreement) between The Boeing Company (Boeing) and Federal Express Corporation Delta Air Lines, Inc. (Customer) relating to Model 767737-3S2F aircraft (Aircraft) 732/-832/-932 aircraft. This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement.
Appears in 1 contract
Confidential Treatment. Customer understands that Boeing considers certain commercial and financial information contained in this Letter Agreement as confidential. Each of Customer and Boeing agree that it will treat this Letter Agreement and the information contained herein as confidential. Customer agrees to limit the disclosure of the contents of this Letter Agreement to employees of Customer with a need to know and who understand that they are not to disclose its content to any other person or entity without the prior written consent of Boeing. Notwithstanding the forgoingforegoing, Customer may disclose this Letter Agreement and the terms and conditions herein to its parent company, FedEx Corporation, to the Board of Directors of its parent corporation, FedEx Corporation, to its professional advisors under a duty of confidentiality with respect heretothereto, and as required by law. FED-PA-03712-LA-1208292R1 September 23, 2014 Page 3 BOEING PROPRIETARY Very truly yours, THE BOEING COMPANY By /s/ XXXXXX X. XXXX L. Xxxxxxx Xxxxxx Its Attorney-In-Fact ACCEPTED AND AGREED TO this Date: December 14September 29, 2011 Federal Express Corporation 2014 FEDERAL EXPRESS CORPORATION By /s/ XXXXXXX Xxxxxxx X. XXXX Xxxx Its Vice President Aircraft Acquisition Attachments A A, B and B C BOEING PROPRIETARY Attachment A to Letter Agreement FED-PA-03712-LA-1106152 [ * LA-1208292R1 [*] FED-PA-03712-LA-1208292R1 Attachment A September 23, 2014 BOEING PROPRIETARY * Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. XXX-XX-00000-XX-0000000 Xxxxxxxxxx A December 12, 2011 Page 1 BOEING PROPRIETARY Attachment B to Letter Agreement FED-PA-03712-LA-1106152 [ * LA-1208292R1 [*] FED-PA-03712-LA-1208292R1 Attachment B September 23, 2014 BOEING PROPRIETARY * Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. XXXAttachment C to Letter Agreement FED-XX-00000PA-03712-XX-0000000 Xxxxxxxxxx B December 12LA-1208292R1 ESCALATION EXAMPLE [*] FED-PA-03712-LA-1208292R1 Attachment C September 23, 2011 Page 1 2014 BOEING PROPRIETARY * Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. The Boeing Company X.X. Xxx 0000 Xxxxxxx, XX 00000-0000 FED-PA-03712-LA-1106153 Federal Express Corporation 0000 Xxxxx Xxxxx Xxxxxxxx Xxxx Xxxxxxx Xxxxxxx, XX 00000 Subject: Liquidated Damages – Non[*] References: (a) Customer Services General Terms Agreement No. S2-Excusable Delay Reference: 2 (CSGTA) between The Boeing Company (Boeing) and Federal Express Corporation (Customer) (b) Supplemental Agreement No. 5 to Purchase Agreement No. 3712 PA-3712 (Purchase Agreement) between The Boeing Company (Boeing) and Federal Express Corporation (Customer) relating to Model 767-3S2F aircraft (Aircraft) This letter agreement (Letter Agreement) amends [*] Customer understands that Boeing considers certain commercial and supplements the Purchase Agreement. All terms used but not defined financial information contained in this Letter Agreement shall have offer as confidential. Customer agrees that it will treat this offer and the same meaning information contained herein as in confidential and will not, without the Purchase Agreement.prior written consent of Boeing, disclose this offer or any information contained herein to any other person or entity without the written consent of Boeing. Please sign and return this offer on or before September 30, 2014, the date on which this offer will otherwise expire. BOEING PROPRIETARY * Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. AGREED AND ACCEPTED this September 29, 2014 Date THE BOEING COMPANY FEDERAL EXPRESS CORPORATION /s/ L. Xxxxxxx Xxxxxx /s/ Xxxxxxx X. Xxxx Signature Signature
Appears in 1 contract
Samples: Supplemental Agreement (Fedex Corp)
Confidential Treatment. Customer understands and agrees that Boeing considers certain commercial and financial information contained in this Letter Agreement as confidential. Each of Customer and Boeing agree that it will treat this Letter Agreement and the information contained herein as confidentialrepresents confidential business information of Boeing and has value precisely because it is not available generally or to other parties. Customer agrees to limit the disclosure of the its contents of this Letter Agreement to (a) its directors and officers, (b) employees of Customer with a need to know the contents for performing its obligations (including, without limitation, those employees performing accounting, finance, administration and other functions necessary to finance and purchase, deliver or lease the Aircraft) and who understand that they are not to disclose its content contents to any other person or entity (other than those to whom disclosure is permitted by this paragraph 8) without the prior written consent of BoeingBoeing and (c) any auditors, financial advisors, attorneys and independent contractors of Customer who have a need to know such information and have signed a confidentiality agreement in the same form and substance similar to this paragraph 8. Notwithstanding the forgoing, Customer may disclose this Letter Agreement and the terms and conditions herein shall be fully responsible to its parent company, FedEx Corporation, to the Board of Directors of its parent corporation, FedEx Corporation, to its professional advisors under a duty of confidentiality Boeing for compliance with respect hereto, and as required by lawsuch obligations. Very truly yours, THE BOEING COMPANY By /s/ XXXXXX X. XXXX Xxxxx Xxxxxx Its Attorney-In-Fact ACCEPTED AND AGREED TO this Date: December 14February 27, 2011 Federal Express Corporation 2013 AIR LEASE CORPORATION By /s/ XXXXXXX Xxxxxxx X. XXXX Xxxxxx Its Senior Vice President Attachments A and B Chief Financial Officer HAZ-PA-03658-LA-1300258 SA-5 [*] BOEING PROPRIETARY Attachment Enclosure 15 ATTACHMENT A to Letter Agreement FEDHAZ-PA-03712PA-03658-LA-1106152 [ * LA-1300258 [*] * Blank spaces contained confidential information which has been Confidential material omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amendeda request for confidential treatment. XXXHAZ-XX-00000PA-03658-XX-0000000 Xxxxxxxxxx A December 12, 2011 Page 1 LA-1300258 SA-5 BOEING PROPRIETARY Attachment Enclosure 15 ATTACHMENT B to Letter Agreement FEDHAZ-PA-03712PA-03658-LA-1106152 [ * LA-1300258 [*] * Blank spaces contained confidential information which has been Confidential material omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under a request for confidential treatment. HAZ-PA-03658-LA-1300258 SA-5 BOEING PROPRIETARY [*] * Confidential material omitted and filed separately with the Securities and Exchange Act of 1934, as amended. XXX-XX-00000-XX-0000000 Xxxxxxxxxx B December 12, 2011 Page 1 BOEING PROPRIETARY The Boeing Company X.X. Xxx 0000 Xxxxxxx, XX 00000-0000 FED-PA-03712-LA-1106153 Federal Express Corporation 0000 Xxxxx Xxxxx Xxxx Xxxxxxx XX 00000 Subject: Liquidated Damages – Non-Excusable Delay Reference: Purchase Agreement No. 3712 (Purchase Agreement) between The Boeing Company (Boeing) and Federal Express Corporation (Customer) relating Commission pursuant to Model 767-3S2F aircraft (Aircraft) This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement shall have the same meaning as in the Purchase Agreementa request for confidential treatment.
Appears in 1 contract
Samples: Letter Agreement (Air Lease Corp)
Confidential Treatment. Customer understands and agrees that Boeing considers certain commercial and financial information contained in this Letter Agreement as confidential. Each of Customer and Boeing agree that it will treat this Letter Agreement and the information contained herein as confidentialrepresents confidential business information of Boeing and has value precisely because it is not available generally or to other parties. Customer agrees to limit the disclosure of the its contents of this Letter Agreement to (a) its directors and officers, (b) employees of Customer with a need to know the contents for performing its obligations (including, without limitation, those * Confidential material omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. BOEING PROPRIETARY employees performing accounting, finance, administration and other functions necessary to finance and purchase, deliver or lease the Aircraft) and who understand that they are not to disclose its content contents to any other person or entity (other than those to whom disclosure is permitted by this paragraph 7), without the prior written consent of BoeingBoeing and (c) any auditors, financial advisors, attorneys and independent contractors of Customer who have a need to know such information and have signed a confidentiality agreement in the same form and substance similar to this paragraph 7. Notwithstanding the forgoing, Customer may disclose this Letter Agreement and the terms and conditions herein shall be fully responsible to its parent company, FedEx Corporation, to the Board of Directors of its parent corporation, FedEx Corporation, to its professional advisors under a duty of confidentiality Boeing for compliance with respect hereto, and as required by lawsuch obligations. Very truly yours, THE BOEING COMPANY By /s/ XXXXXX Jxxxx X. XXXX Xxxxxxxxx Its Attorney-Inin-Fact fact ACCEPTED AND AGREED TO this Date: December 14July 31, 2011 Federal Express Corporation 2017 AIR LEASE CORPORATION By /s/ XXXXXXX Jxxx X. XXXX Xxxxxxx Its Vice President Attachments A CEO * Confidential material omitted and B BOEING PROPRIETARY Attachment A to Letter Agreement FED-PA-03712-LA-1106152 [ * ] * Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amendeda request for confidential treatment. XXXHAZ-XX-00000PA-03791-XX-0000000 Xxxxxxxxxx A December 12, 2011 Page 1 LA-1208083R3 SA-14 BOEING PROPRIETARY Enclosure 7 Attachment B A to Letter Agreement FEDHAZ-PA-03712PA-03791-LA-1106152 [ * LA-1208083R3 [*] [*] * Blank spaces contained confidential information which has been Confidential material omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under a request for confidential treatment. HAZ-PA-03791-LA-1208083R3 SA-14 BOEING PROPRIETARY Enclosure 7 Attachment B to Letter Agreement HAZ-PA-03791-LA-1208083R3 [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] * Confidential material omitted and filed separately with the Securities and Exchange Act of 1934, as amendedCommission pursuant to a request for confidential treatment. XXXHAZ-XX-00000PA-03791-XX-0000000 Xxxxxxxxxx B December 12, 2011 Page 1 LA-1208083R3 SA-14 BOEING PROPRIETARY [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] * Confidential material omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. HAZ-PA-03791-LA-1208083R3 SA-14 BOEING PROPRIETARY [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] * Confidential material omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. HAZ-PA-03791-LA-1208083R3 SA-14 BOEING PROPRIETARY The Boeing Company X.X. P.X. Xxx 0000 Xxxxxxx, XX 0000000000‑2207 HAZ-0000 FEDPA-03791-PA-03712-LA-1106153 Federal Express LA-1208090R6 Air Lease Corporation 0000 2000 Xxxxxx xx xxx Xxxxx, Xxxxx Xxxxx Xxxx Xxxxxxx 0000X Xxx Xxxxxxx, XX 00000 Subject: Liquidated Damages – NonSpecial Matters for 737-Excusable Delay 8 and 737-9 Aircraft Reference: Purchase Agreement No. 3712 PA-03791 (Purchase Agreement) between The Boeing Company (Boeing) and Federal Express Air Lease Corporation (Customer) relating to Model 767737-3S2F 8 and 737-9 aircraft (Aircraft) This letter agreement (Letter Agreement) cancels and supersedes all previous versions with an acceptance date prior to the acceptance date indicated below and amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement.
Appears in 1 contract
Confidential Treatment. Customer understands that Boeing considers certain commercial and financial information contained in this Letter Agreement as confidential. Each of Customer and Boeing agree that it will treat this Letter Agreement and the The information contained herein as confidentialrepresents confidential business information and has value precisely because it is not available generally or to other parties. Customer agrees to Each party will limit the disclosure of the its contents of this Letter Agreement to its employees of Customer with a need to know the contents for purposes of helping it perform its obligations under the Purchase Agreement and who understand that they are not to disclose its content contents to any other person or entity without the prior written consent of Boeingthe other party. Notwithstanding the forgoingforegoing, Customer either party may disclose this Letter Agreement (i) for the purpose of regulatory requirements, including without limitation registrations and the terms and conditions herein to its parent companyfilings pursuant thereto, FedEx Corporation, to the Board of Directors of its parent corporation, FedEx Corporation, to its professional advisors under a duty of confidentiality with respect hereto, and or as otherwise required by law, provided that the disclosing party makes commercially reasonable efforts to notify the non-disclosing party in advance of such disclosure and considers in good faith all limitations on such disclosure requested by the non-disclosing party; (ii) for the purpose of disclosure to its auditors and its legal advisors on a need to know basis who themselves agree not to further disclose such information; and (iii) to the extent such information is publicly available other than as a result of the disclosure by or on behalf of such party. Very truly yoursExcept as amended as set forth above, the Purchase Agreement remains in full force and effect. DATED AS OF August 24, 2011 delta air lines, inc. By /s/ Xxxxxxxxx Xxxxxx Its Vice President - Fleet Strategy & Transactions THE BOEING COMPANY By /s/ XXXXXX X. XXXX Xxxx Xxxxxxxxx Its Attorney-Inin-Fact ACCEPTED AND AGREED TO this Date: December 14P.A. 2022 SA 13 August 24, 2011 Federal Express Corporation By /s/ XXXXXXX X. XXXX Its Vice President Attachments A [***] Confidential portions of the material have been omitted and B BOEING PROPRIETARY Attachment A to Letter Agreement FED-PA-03712-LA-1106152 [ * ] * Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant Commission. Table 1Q[***] To Purchase Agreement No. PA-02022 Aircraft Delivery, Description, Price and Advance Payments Airframe Model/MTOW: 737-900ER [***] Detail Specification: [***] Engine Model/Thrust: CFM56-7B26 [***] Airframe Price Base Year/Escalation Formula: Jul-10 [***] Airframe Price: [***] Engine Price Base Year/Escalation Formula: [***] [***] Optional Features: [***] Sub-Total of Airframe and Features: [***] Airframe Escalation Data: Engine Price (Per Aircraft): [***] Base Year Index (ECI): [***] Aircraft Basic Price (Excluding BFE/SPE): [***] Base Year Index (CPI): [***] Buyer Furnished Equipment (BFE) Estimate: [***] Seller Purchased Equipment (SPE) Estimate: [***] Deposit per Aircraft: [***] Escalation Escalation Estimate [***](Amts. Due/Mos. Prior to Rule 24b-2 under Delivery): Delivery Number of Factor Adv Payment Base [***] [***] [***] [***] Date Aircraft (Airframe) Price Per A/P [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] DAL-PA-02022 57923-1F.TXT [***] Confidential portion of the Securities Exchange Act of 1934, as amended. XXX-XX-00000-XX-0000000 Xxxxxxxxxx A December 12, 2011 Page 1 BOEING PROPRIETARY Attachment B to Letter Agreement FED-PA-03712-LA-1106152 [ * ] * Blank spaces contained confidential information which has material have been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under Commission. Boeing Proprietary Table 1Q[***] To Purchase Agreement No. PA-02022 Aircraft Delivery, Description, Price and Advance Payments Airframe Model/MTOW: 737-900ER [***] Detail Specification: [***] Engine Model/Thrust: CFM56-7B26 [***] Airframe Price Base Year/Escalation Formula: Jul-10 [***] Airframe Price: [***] Engine Price Base Year/Escalation Formula: [***] [***] Optional Features: [***] Sub-Total of Airframe and Features: [***] Airframe Escalation Data: Engine Price (Per Aircraft): [***] Base Year Index (ECI): [***] Aircraft Basic Price (Excluding BFE/SPE): [***] Base Year Index (CPI): [***] Buyer Furnished Equipment (BFE) Estimate: [***] Seller Purchased Equipment (SPE) Estimate: [***] Deposit per Aircraft: [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] DAL-PA-02022 57923-1F.TXT [***] Confidential portion of the material have been omitted and filed separately with the Securities and Exchange Act Commission. Boeing Proprietary Table 1Q[***] To Purchase Agreement No. PA-02022 Aircraft Delivery, Description, Price and Advance Payments Airframe Model/MTOW: 737-900ER [***] Detail Specification: [***] Engine Model/Thrust: CFM56-7B26 [***] Airframe Price Base Year/Escalation Formula: Jul-10 [***] Airframe Price: [***] Engine Price Base Year/Escalation Formula: [***] [***] Optional Features: [***] Sub-Total of 1934Airframe and Features: [***] Airframe Escalation Data: Engine Price (Per Aircraft): [***] Base Year Index (ECI): [***] Aircraft Basic Price (Excluding BFE/SPE): [***] Base Year Index (CPI): [***] Buyer Furnished Equipment (BFE) Estimate: [***] Seller Purchased Equipment (SPE) Estimate: [***] Deposit per Aircraft: [***] Escalation Escalation Estimate [***](Amts. Due/Mos. Prior to Delivery): Delivery Number of Factor Adv Payment Base [***] [***] [***] [***] Date Aircraft (Airframe) Price Per A/P [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] DAL-PA-02022 57923-1F.TXT [***] Confidential portion of the material have been omitted and filed separately with the Securities and Exchange Commission. Boeing Proprietary Table 1Q[***] To Purchase Agreement No. PA-02022 Aircraft Delivery, as amendedDescription, Price and Advance Payments Airframe Model/MTOW: 737-900ER [***] Detail Specification: [***] Engine Model/Thrust: CFM56-7B26 [***] Airframe Price Base Year/Escalation Formula: Jul-10 [***] Airframe Price: [***] Engine Price Base Year/Escalation Formula: [***] [***] Optional Features: [***] Sub-Total of Airframe and Features: [***] Airframe Escalation Data: Engine Price (Per Aircraft): [***] Base Year Index (ECI): [***] Aircraft Basic Price (Excluding BFE/SPE): [***] Base Year Index (CPI): [***] Buyer Furnished Equipment (BFE) Estimate: [***] Seller Purchased Equipment (SPE) Estimate: [***] Deposit per Aircraft: [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] DAL-PA-02022 57923-1F.TXT [***] Confidential portion of the material have been omitted and filed separately with the Securities and Exchange Commission. XXXBoeing Proprietary Table 1Q[***] To Purchase Agreement No. PA-02022 Aircraft Delivery, Description, Price and Advance Payments Airframe Model/MTOW: 737-XX-00000900ER [***] Detail Specification: [***] Engine Model/Thrust: CFM56-XX-0000000 Xxxxxxxxxx B December 127B26 [***] Airframe Price Base Year/Escalation Formula: Jul-10 [***] Airframe Price: [***] Engine Price Base Year/Escalation Formula: [***] [***] Optional Features: [***] Sub-Total of Airframe and Features: [***] Airframe Escalation Data: Engine Price (Per Aircraft): [***] Base Year Index (ECI): [***] Aircraft Basic Price (Excluding BFE/SPE): [***] Base Year Index (CPI): [***] Buyer Furnished Equipment (BFE) Estimate: [***] Seller Purchased Equipment (SPE) Estimate: [***] Deposit per Aircraft: [***] Escalation Escalation Estimate [***](Amts. Due/Mos. Prior to Delivery): Delivery Number of Factor Adv Payment Base [***] [***] [***] [***] Date Aircraft (Airframe) Price Per A/P [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] DAL-PA-02022 57923-1F.TXT [***] Confidential portion of the material have been omitted and filed separately with the Securities and Exchange Commission. Boeing Proprietary Table 1Q[***] To Purchase Agreement No. PA-02022 Aircraft Delivery, Description, Price and Advance Payments Airframe Model/MTOW: 737-900ER [***] Detail Specification: [***] Engine Model/Thrust: CFM56-7B26 [***] Airframe Price Base Year/Escalation Formula: Jul-10 [***] Airframe Price: [***] Engine Price Base Year/Escalation Formula: [***] [***] Optional Features: [***] Sub-Total of Airframe and Features: [***] Airframe Escalation Data: Engine Price (Per Aircraft): [***] Base Year Index (ECI): [***] Aircraft Basic Price (Excluding BFE/SPE): [***] Base Year Index (CPI): [***] Buyer Furnished Equipment (BFE) Estimate: [***] Seller Purchased Equipment (SPE) Estimate: [***] Deposit per Aircraft: [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] DAL-PA-02022 57923-1F.TXT [***] Confidential portion of the material have been omitted and filed separately with the Securities and Exchange Commission. Boeing Proprietary AIRCRAFT CONFIGURATION between THE BOEING COMPANY and Delta Air Lines, Inc. Exhibit A5 to Purchase Agreement Number PA‑02022 DAL-PA-02022-EXA5 August 24, 2011 EXA5 Page 1 BOEING PROPRIETARY [***] Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission. Exhibit A5 AIRCRAFT CONFIGURATION Dated August 24, 2011 relating to BOEING MODEL 737-900ER AIRCRAFT The 737-900ER Aircraft is described by Boeing Company X.X. Xxx 0000 XxxxxxxConfiguration Specification [***]. The Detail Specification will be derived from the Baseline Aircraft Description as amended to incorporate the optional features accepted by Customer as more fully discussed in Letter Agreement DAL-PA-2022-LA‑1104484 entitled “Open Configuration Matters for 737-932ER Aircraft” The total prices for features included in the Aircraft Basic Price are as reflected in Table 1Q[***], XX 00000[***], and [***] and include the following: [***] [***] [***] The Aircraft Basic Price does not include the price effects of any Buyer Furnished Equipment or Seller Purchased Equipment. [***] DAL-0000 FEDPA-02022-PA-03712-LA-1106153 Federal Express Corporation 0000 Xxxxx Xxxxx Xxxx Xxxxxxx XX 00000 Subject: Liquidated Damages – Non-Excusable Delay Reference: EXA5 August 24, 2011 BOEING PROPRIETARY [***] Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission. BUYER FURNISHED EQUIPMENT VARIABLES between THE BOEING COMPANY and Delta Air Lines, Inc. Supplemental Exhibit BFE2 to Purchase Agreement NoNumber PA-02022 Buyer Furnished Equipment Variables for 737NG Aircraft DAL-PA-02022-BFE2 August 24, 2011 BFE2 Page 1 BOEING PROPRIETARY [***] Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission. 3712 (Purchase Agreement) between The Boeing Company (Boeing) and Federal Express Corporation (Customer) BUYER FURNISHED EQUIPMENT VARIABLES relating to Model 767BOEING MODEL 737NG AIRCRAFT This Supplemental Exhibit BFE2 contains supplier selection dates, on-3S2F aircraft (dock dates and other requirements applicable to the Aircraft) This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement.
Appears in 1 contract
Confidential Treatment. Customer understands that Boeing considers certain commercial and financial information contained in this Letter Agreement as confidential. Each of Customer and Boeing agree that it will treat this Letter Agreement and the information contained herein as confidential. Customer agrees to limit the disclosure of the contents of this Letter Agreement to employees of Customer with a need to know and who understand that they are not to disclose its content to any other person or entity without the prior written consent of Boeing. Notwithstanding the forgoingforegoing, Customer may disclose this Letter Agreement and the terms and conditions herein to its parent company, FedEx Corporation, to the Board of Directors of its parent corporation, FedEx Corporation, to its professional advisors under a duty of confidentiality with respect heretothereto, and as required by law. FED-PA-03712-LA-1208292R4 SA-16 Special Matters Concerning [*] – Xxxxx X, Xxxxx X, Xxxxx X, Xxxxx F, Block G, BOEING PROPRIETARY * Blank spaces contained confidential information that has been excluded pursuant to Item 601(b)(10)(iv) of Regulation S-K because it (i) is not material and (ii) would likely cause competitive harm to FedEx if publicly disclosed. Very truly yours, THE BOEING COMPANY By /s/ XXXXXX X. XXXX XxXxxxxx Xxxxxxxx Its Attorney-In-Fact ACCEPTED AND AGREED TO this Date: December 14June 22, 2011 Federal Express Corporation 2021 FEDERAL EXPRESS CORPORATION By /s/ XXXXXXX Xxxxx X. XXXX Xxxxxxxx Its Vice President Attachments A A, B and B BOEING PROPRIETARY Attachment A to Letter Agreement C FED-PA-03712-LA-1106152 [ * LA-1208292R4 SA-16 Special Matters Concerning [*] – Xxxxx X, Xxxxx X, Xxxxx X, Xxxxx F, Block G, BOEING PROPRIETARY * Blank spaces contained confidential information which that has been filed separately with the Securities and Exchange Commission excluded pursuant to Rule 24b-2 under the Securities Exchange Act Item 601(b)(10)(iv) of 1934, as amendedRegulation S-K because it (i) is not material and (ii) would likely cause competitive harm to FedEx if publicly disclosed. XXX-XX-00000-XX-0000000 Xxxxxxxxxx A December 12, 2011 Page 1 BOEING PROPRIETARY Attachment B to Letter Agreement FED-PA-03712-LA-1106152 [ * ] * Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. XXX-XX-00000-XX-0000000 Xxxxxxxxxx B December 12, 2011 Page 1 BOEING PROPRIETARY The Boeing Company X.X. Xxx 0000 Xxxxxxx, XX 00000-0000 FED6-PA-037121162-LA-1106153 SCR-146R3 Federal Express Corporation 0000 Xxxxx Xxxxx Xxxx Xxxxxxx Xxxxxxx, XX 00000 Subject: Liquidated Damages Special Provision – Non-Excusable Delay Block B, Block G, and Block I Aircraft Reference: Purchase Agreement No. 3712 (the Purchase Agreement) between The Boeing Company (Boeing) and Federal Express Corporation (Customer) relating to Model 767-3S2F aircraft (the Aircraft) This letter agreement (Letter Agreement) cancels and supersedes Letter Agreement 6-1162- SCR-146R2 and amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement.. [*] Boeing and Customer agree that, as of Supplemental Agreement No. 16 to the Purchase Agreement, the Determination Date has passed for all Block B and Block G Aircraft, the special provision under this Letter Agreement has expired with respect to the Block B and Block G Aircraft, and all Block B and Block G Aircraft are now firm Aircraft under the Purchase Agreement. [Defined Terms]
Appears in 1 contract
Samples: Letter Agreement (Fedex Corp)
Confidential Treatment. Customer understands that Boeing considers certain commercial and financial information contained in this Letter Agreement as confidential. Each of Customer and Boeing agree that it will treat this Letter Agreement and the The information contained herein as confidentialrepresents confidential business information and has value precisely because it is not available generally or to other parties. Customer agrees to Each party will limit the disclosure of the its contents of this Letter Agreement to its employees of Customer with a need to know the contents for purposes of helping it perform its obligations under the Purchase Agreement and who understand that they are not to disclose its content contents to any other person or entity without the prior written consent of Boeingthe other party. Notwithstanding the forgoingforegoing, Customer either party may disclose this Letter Agreement (i) for the purpose of regulatory requirements, including without limitation registrations and the terms and conditions herein to its parent companyfilings pursuant thereto, FedEx Corporation, to the Board of Directors of its parent corporation, FedEx Corporation, to its professional advisors under a duty of confidentiality with respect hereto, and or as otherwise required by law, provided that the disclosing party makes commercially reasonable efforts to notify the non-disclosing party in advance of such disclosure and considers in good faith all limitations on such disclosure requested by the non-disclosing party; (ii) for the purpose of disclosure to its auditors and its legal advisors on a need to know basis who themselves agree not to further disclose such information; and (iii) to the extent such information is publicly available other than as a result of the disclosure by or on behalf of such party. DAL-PA-2022-LA-1104485 August 24, 2011 [***] LA Page 1 BOEING PROPRIETARY [***] Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission. Very truly yours, THE BOEING COMPANY By /s/ XXXXXX X. XXXX Xxxx Xxxxxxxxx Its Attorney-In-Fact ACCEPTED AND AGREED TO this Date: December 14August 24, 2011 Federal Express Corporation Delta Air Lines, Inc. By /s/ XXXXXXX X. XXXX Xxxxxxxxx Xxxxxx Its Vice President Attachments A and B BOEING PROPRIETARY - Fleet Strategy & Transactions Attachment A to Letter Agreement FEDNo. DAL-PA-03712PA-02022-LA-1106152 [ * ] * Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. XXXLA-1104485 CFM56-XX-00000-XX-0000000 Xxxxxxxxxx A December 12, 2011 7B27E/F Engines Page 1 BOEING PROPRIETARY Attachment B to Letter Agreement FED-PA-03712-LA-1106152 [ * ] * Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. XXX-XX-00000-XX-0000000 Xxxxxxxxxx B December 12, 2011 Page 1 BOEING PROPRIETARY The Boeing Company X.X. Xxx 0000 Xxxxxxx, XX 00000-0000 FED-PA-03712-LA-1106153 Federal Express Corporation 0000 Xxxxx Xxxxx Xxxx Xxxxxxx XX 00000 Subject: Liquidated Damages – Non-Excusable Delay Reference: Purchase Agreement No. 3712 (Purchase Agreement) between The Boeing Company (Boeing) and Federal Express Corporation (Customer) relating to Model 767-3S2F aircraft (Aircraft) This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement.[***]
Appears in 1 contract
Confidential Treatment. Customer understands and agrees that Boeing considers certain commercial and financial information contained in this Letter Agreement as confidential. Each of Customer and Boeing agree that it will treat this Letter Agreement and the information contained herein as confidentialrepresents confidential business information of Boeing and has value precisely because it is not available generally or to other parties. Customer agrees to limit the disclosure of the its contents of this Letter Agreement to (a) its directors and officers, (b) employees of Customer with a need to know the contents for performing its obligations (including, without limitation, those employees performing accounting, finance, administration and other functions necessary to finance and purchase, deliver or lease the Aircraft) and who understand that they are not to disclose its content contents to any other person or entity (other than those to whom disclosure is permitted by this paragraph 7), without the prior written consent of BoeingBoeing and (c) any auditors, financial advisors, attorneys and independent contractors of Customer who have a need to know such information and have signed a confidentiality agreement in the same * Confidential material omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. Notwithstanding the forgoing, HAZ-PA-03659-LA-1805142 SA-10 BOEING PROPRIETARY Enclosure 15 form and substance similar to this paragraph 7. Customer may disclose this Letter Agreement and the terms and conditions herein shall be fully responsible to its parent company, FedEx Corporation, to the Board of Directors of its parent corporation, FedEx Corporation, to its professional advisors under a duty of confidentiality Boeing for compliance with respect hereto, and as required by lawsuch obligations. Very truly yours, THE BOEING COMPANY By /s/ XXXXXX X. XXXX Xxxxxxx Xxxxxxxx Its Attorney-Inin-Fact fact ACCEPTED AND AGREED TO this Date: December 14August 6, 2011 Federal Express Corporation 2018 AIR LEASE CORPORATION By /s/ XXXXXXX Xxxx X. XXXX Xxxxxxx Its Vice CEO & President Attachments A * Confidential material omitted and B BOEING PROPRIETARY Attachment A to Letter Agreement FED-PA-03712-LA-1106152 [ * ] * Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amendeda request for confidential treatment. XXXHAZ-XX-00000PA-03659-XX-0000000 Xxxxxxxxxx A December 12, 2011 Page 1 LA-1805142 SA-10 BOEING PROPRIETARY Enclosure 14 Attachment B A to Letter Agreement FEDHAZ-PA-03712PA-03659-LA-1106152 [ * LA-1805142 [*] * Blank spaces contained confidential information which has been Confidential material omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under a request for confidential treatment. HAZ-PA-03659-LA-1805142 SA-10 BOEING PROPRIETARY Enclosure 14 Attachment B to Letter Agreement HAZ-PA-03659-LA-1805142 [*] * Confidential material omitted and filed separately with the Securities and Exchange Act of 1934, as amendedCommission pursuant to a request for confidential treatment. XXXHAZ-XX-00000PA-03659-XX-0000000 Xxxxxxxxxx B December 12, 2011 Page 1 LA-1805142 SA-10 BOEING PROPRIETARY The Boeing Company X.X. Xxx 0000 Xxxxxxx, XX 0000000000 2207 HAZ-0000 FEDPA-3659-PA-03712-LA-1106153 Federal Express LA-1805362 Air Lease Corporation 0000 Xxxxxx xx xxx Xxxxx, Xxxxx Xxxxx Xxxx Xxxxxxx XX 0000X Xxx Xxxxxxx, Xxxxxxxxxx 00000 Subject: Liquidated Damages – Non-Excusable Delay Model 787 Post‑Delivery Software and Data Loading Reference: Purchase Agreement No. 3712 PA-03659 (Purchase Agreement) between The Boeing Company (Boeing) and Federal Express Air Lease Corporation (Customer) relating to Model 767787-3S2F 9 and 787-10 aircraft (collectively, the Aircraft) This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement.)
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Samples: Letter Agreement (Air Lease Corp)
Confidential Treatment. Customer understands and agrees that Boeing considers certain commercial and financial information contained in this Letter Agreement as confidential. Each of Customer and Boeing agree that it will treat this Letter Agreement and the information contained herein as confidentialrepresents confidential business information and has value precisely because it is not available generally or to other parties. Customer agrees to limit the disclosure of the its contents of this Letter Agreement to P.A. No. 3219 XX-0 XXX-XX-0000-XX-00000X0 BOEING PROPRIETARY [*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] employees of Customer with a need to know the contents for purposes of helping Customer perform its obligations under the Purchase Agreement and who understand that they are not to disclose its content contents to any other person or entity without the prior written consent of Boeing. Notwithstanding the forgoing, Customer may disclose this Letter Agreement and Subject to the terms and conditions of Letter Agreement 6-1162-TRW-0673R1 entitled “Confidentiality”, either party may disclose the information contained herein to its parent company, FedEx Corporation, without the consent of the other party when and to the Board of Directors of its parent corporation, FedEx Corporation, to its professional advisors under a duty of confidentiality with respect hereto, and as extent required by lawany law applicable to such party or by a Governmental Authority. Very truly yours, THE BOEING COMPANY By /s/ XXXXXX X. XXXX The Boeing Company Its Attorney-In-Fact If the foregoing correctly sets forth your understanding of our agreement with respect to the matters treated above, please indicate your acceptance and approval. ACCEPTED AND AGREED TO this Date21st day of April of 2015 AMERICAN AIRLINES, INC. By: December 14/s/ American Airlines, 2011 Federal Express Corporation By /s/ XXXXXXX X. XXXX Its Inc. Its: Vice President Attachments A and B President, Fleet Planning P.A. No. 3219 XX-0 XXX-XX-0000-XX-00000X0 BOEING PROPRIETARY [*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Attachment A to Letter Agreement FED-PA-03712-LA-1106152 [ * ] * Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act A: Determination of 1934, as amended. XXX-XX-00000-XX-0000000 Xxxxxxxxxx A December 12, 2011 Page 1 BOEING PROPRIETARY Attachment B to Letter Agreement FED-PA-03712-LA-1106152 [ * ] * Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act Cumulative Fleet Average Fuel Mileage Deterioration For purposes of 1934, as amended. XXX-XX-00000-XX-0000000 Xxxxxxxxxx B December 12, 2011 Page 1 BOEING PROPRIETARY The Boeing Company X.X. Xxx 0000 Xxxxxxx, XX 00000-0000 FED-PA-03712-LA-1106153 Federal Express Corporation 0000 Xxxxx Xxxxx Xxxx Xxxxxxx XX 00000 Subject: Liquidated Damages – Non-Excusable Delay Reference: Purchase Agreement No. 3712 (Purchase Agreement) between The Boeing Company (Boeing) and Federal Express Corporation (Customer) relating to Model 767-3S2F aircraft (Aircraft) This letter agreement (this Letter Agreement) amends and supplements , the Purchase Agreement“Cumulative Fleet Average Fuel Mileage Deterioration” is the average cruise fuel mileage deterioration of the Covered Aircraft. All terms used but not The determination of the Fleet Average Mileage Deterioration will be based on fuel mileage deterioration of individual Covered Aircraft relative to their Baseline Performance Level cruise fuel mileage performance as defined in this Letter Agreement shall have the same meaning as in the Purchase Agreementbelow.
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Confidential Treatment. Customer understands that Boeing considers certain commercial and financial information contained in this Letter Agreement is considered by Boeing as confidential. Each of Customer confidential and Boeing agree that has value precisely because it will treat this Letter Agreement and the information contained herein as confidentialis not available generally to other parties. Customer agrees to limit the disclosure of the contents of this Letter Agreement to (a) its directors and officers, (b) employees of Customer with a need to know the contents for performing its obligations (including, without limitation, those employees performing accounting, finance, administration and other functions necessary to finance and purchase, deliver or lease the Aircraft) and who understand that they are not to disclose its content contents to any other person or entity (other than those to whom disclosure is permitted by this Article) [***] BOEING PROPRIETARY without the prior written consent of Boeing and (c) any auditors and attorneys of Customer who have a need to know such information and have signed a confidentiality agreement in the same form and substance similar to this Article, or are otherwise bound by a confidentiality obligation. Disclosure to other parties is not permitted without Boeing. Notwithstanding the forgoing, Customer ’s consent except as may disclose this Letter Agreement and the terms and conditions herein to its parent company, FedEx Corporation, to the Board of Directors of its parent corporation, FedEx Corporation, to its professional advisors under a duty of confidentiality with respect hereto, and as be required by lawapplicable law or governmental regulations. Customer shall be fully responsible to Boeing for compliance with such obligations. Very truly yours, THE BOEING COMPANY By /s/ XXXXXX X. XXXX Xxxxx X Xxxxxxx Its Attorney-In-Fact ACCEPTED AND AGREED TO this Date: December 1413 , 2011 Federal Express Corporation SOUTHWEST AIRLINES CO. By /s/ XXXXXXX X. XXXX Xxxxxxx Van de Ven Its Vice President Attachments A and B EVP & Chief Operating Officer [***] BOEING PROPRIETARY Attachment A to Letter Agreement FEDA: [***] [***] Year 1:____ Year 2:____ Year 3:____ Year 4:____ Year 5:____ [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] SWA-PA-03712PA-03729-LA-1106152 [ * LA-1106477 Page 11 [***] * Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. XXX-XX-00000-XX-0000000 Xxxxxxxxxx A December 12, 2011 Page 1 BOEING PROPRIETARY Attachment B to Letter Agreement FED-PA-03712-LA-1106152 [ * B: [***] * Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. XXX-XX-00000-XX-0000000 Xxxxxxxxxx B December 12, 2011 Page 1 BOEING PROPRIETARY The Boeing Company X.X. Xxx 0000 Xxxxxxx, XX 00000-0000 FED-PA-03712-LA-1106153 Federal Express Corporation 0000 Xxxxx Xxxxx Xxxx Xxxxxxx XX 00000 Subject: Liquidated Damages – Non-Excusable Delay Reference: Purchase Agreement No. 3712 (Purchase Agreement) between The Boeing Company (Boeing) and Federal Express Corporation (Customer) relating to Model 767-3S2F aircraft (Aircraft) This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement.[***]
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Confidential Treatment. Customer understands that Boeing considers certain commercial and financial information contained in this Letter Agreement as confidential. Each of Customer and Boeing agree that it will treat this Letter Agreement and the The information contained herein as confidentialrepresents confidential business information and has value precisely because it is not available generally or to other parties. Customer agrees to Each party will limit the disclosure of the its contents of this Letter Agreement to its employees of Customer with a need to know the contents for purposes of helping it perform its obligations under the Purchase Agreement and who understand that they are not to disclose its content contents to any other person or entity without the prior written consent of Boeingthe other party. Notwithstanding the forgoingforegoing, Customer either party may disclose this Letter Agreement (i) for the purpose of regulatory requirements, including without limitation registrations and the terms and conditions herein to its parent companyfilings pursuant thereto, FedEx Corporation, to the Board of Directors of its parent corporation, FedEx Corporation, to its professional advisors under a duty of confidentiality with respect hereto, and or as otherwise required by law, provided that the disclosing party makes commercially reasonable efforts to notify the non-disclosing party in advance of such disclosure and considers in good faith all limitations on such disclosure requested by the non-disclosing party; (ii) for the purpose of disclosure to its auditors and its legal advisors on a need to know basis who themselves agree not to further disclose such information; and (iii) to the extent such information is publicly available other than as a result of the disclosure by or on behalf of such party. XXX-XX-00000-XX-0000000X0 XXXX Terms Revisions SA-17 LA Page 3 BOEING PROPRIETARY [***] Confidential portion omitted and filed separately with the Commission Pursuant to a Request for Confidential Treatment. Very truly yours, THE BOEING COMPANY By /s/ XXXXXX X. XXXX Xxxx Xxxxxxxxxxx Xxxx Xxxxxxxxxxx Its Attorney-In-Fact ACCEPTED AND AGREED TO this Date: December 1416, 2011 Federal Express Corporation By 2015 DELTA AIR LINES, INC. By: /s/ XXXXXXX Xxxxxxx X. XXXX Its Vice President Attachments A and B BOEING PROPRIETARY Attachment A to Letter Agreement FED-PA-03712-LA-1106152 [ * ] * Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. May Xxxxxxx X. May Its: SVP - Supply Chain Management XXX-XX-00000-XX-0000000 Xxxxxxxxxx A December 12, 2011 XX-0000000X0 XXXX Terms Revisions SA-17 LA Page 1 4 BOEING PROPRIETARY Attachment B to Letter Agreement FED-PA-03712-LA-1106152 [ * ] * Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. XXX-XX-00000-XX-0000000 Xxxxxxxxxx B December 12, 2011 Page 1 BOEING PROPRIETARY The Boeing Company X.X. Xxx 0000 Xxxxxxx, XX 00000-0000 FED-PA-03712-LA-1106153 Federal Express Corporation 0000 Xxxxx Xxxxx Xxxx Xxxxxxx XX 00000 Subject: Liquidated Damages – Non-Excusable Delay Reference: Purchase Agreement No. 3712 (Purchase Agreement) between The Boeing Company (Boeing) and Federal Express Corporation (Customer) relating to Model 767-3S2F aircraft (Aircraft) This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement.PROPRIETARY
Appears in 1 contract
Confidential Treatment. Customer understands that Boeing considers certain commercial and financial information contained in this Letter Agreement as confidential. Each of Customer and Boeing agree that it will treat this Letter Agreement and the The information contained herein as confidentialrepresents confidential business information and has value precisely because it is not available generally or to other parties. Customer agrees to Each party will limit the disclosure of the its contents of this Letter Agreement to its employees of Customer with a need to know the contents for purposes of helping it perform its obligations under the Purchase Agreement and who understand that they are not to disclose its content contents to any other person or entity without the prior written consent of Boeingthe other party. Notwithstanding the forgoingforegoing, Customer either party may disclose this Letter Agreement (i) for the purpose of regulatory requirements, including without limitation registrations and the terms and conditions herein to its parent companyfilings pursuant thereto, FedEx Corporation, to the Board of Directors of its parent corporation, FedEx Corporation, to its professional advisors under a duty of confidentiality with respect hereto, and or as otherwise required by law, provided that the disclosing party makes commercially reasonable efforts to notify the non-disclosing party in advance of such disclosure and considers in good faith all limitations on such disclosure requested by the non-disclosing party; (ii) for the purpose of disclosure to its auditors and its legal advisors on a need to know basis who themselves agree not to further disclose such information; and (iii) to the extent such information is publicly available other than as a result of the disclosure by or on behalf of such party. Very truly yours, THE BOEING COMPANY By /s/ XXXXXX X. XXXX Xxxx Xxxxxxxxx Its Attorney-In-Fact Attorney‑In‑Fact ACCEPTED AND AGREED TO this Date: December 14August 24, 2011 Federal Express Corporation By Delta Air Lines, Inc. By: /s/ XXXXXXX X. XXXX Its Xxxxxxxxx Xxxxxx Its: Vice President Attachments A and B - Fleet Strategy & Transactions DAL PA 02022 LA 1104481 August 24, 2011 [***] LA Page 2 BOEING PROPRIETARY Attachment A to Letter Agreement FED-PA-03712-LA-1106152 [ * [***] * Blank spaces contained confidential information which has Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amendedCommission. XXX-XX-00000-XX-0000000 Xxxxxxxxxx A December 12, 2011 Page 1 BOEING PROPRIETARY Attachment B to Letter Agreement FED-PA-03712-LA-1106152 [ * ] * Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. XXX-XX-00000-XX-0000000 Xxxxxxxxxx B December 12, 2011 Page 1 BOEING PROPRIETARY The Boeing Company X.X. Xxx 0000 XxxxxxxP.O. Box 3707 Seattle, XX 00000WA 98124 2207 DAL-0000 FEDPA-02022-PA-03712LA-1104482 Delta Air Lines, Inc. PO Box 20706 Atlanta GA 30320-LA-1106153 Federal Express Corporation 0000 Xxxxx Xxxxx Xxxx Xxxxxxx XX 00000 6001 Subject: Liquidated Damages – Non-Excusable Delay [***] Reference: Purchase Agreement No. 3712 PA-02022 (Purchase Agreement) between The Boeing Company (Boeing) and Federal Express Corporation Delta Air Lines, Inc. (Customer) relating to Model 767737-3S2F 900ER aircraft with Winglets (Aircraft) This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement. The parties hereto agree as follows with respect to Covered Aircraft (as defined below) performance retention.
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Confidential Treatment. Customer understands that Boeing considers certain commercial and financial information contained in this Letter Agreement as confidential. Each of Customer and Boeing agree that it will treat this Letter Agreement and the The information contained herein as confidentialrepresents confidential business information and has value precisely because it is not available generally or to other parties. Customer agrees to Each party will limit the disclosure of the its contents of this Letter Agreement to its employees of Customer with a need to know the contents for purposes of helping it perform its obligations under the Purchase Agreement and who understand that they are not to disclose its content contents to any other person or entity without the prior written consent of Boeingthe other party. Notwithstanding the forgoingforegoing, Customer either party may disclose this Letter Agreement (i) for the purpose of regulatory requirements, including without limitation registrations and the terms and conditions herein to its parent companyfilings pursuant thereto, FedEx Corporation, to the Board of Directors of its parent corporation, FedEx Corporation, to its professional advisors under a duty of confidentiality with respect hereto, and or as otherwise required by law, provided that the disclosing party makes commercially reasonable efforts to notify the non-disclosing party in advance of such disclosure and considers in good faith all limitations on such disclosure requested by the non-disclosing party; (ii) for the purpose of disclosure to its auditors and its legal advisors on a need to know basis who themselves agree not to further disclose such DAL-PA-02022-LA-1105850 August 24, 2011 [***] Page 1 BOEING PROPRIETARY [***] Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission. information; and (iii) to the extent such information is publicly available other than as a result of the disclosure by or on behalf of such party. Very truly yours, THE BOEING COMPANY By /s/ XXXXXX X. XXXX Xxxx Xxxxxxxxx Its Attorney-In-Fact ACCEPTED AND AGREED TO this Date: December 14August 24, 2011 Federal Express Corporation DELTA AIR LINES, INC. By /s/ XXXXXXX X. XXXX Xxxxxxxxx Xxxxxx Its Vice President Attachments A and B - Fleet Strategy & Transactions DAL-PA-02022-LA-1105850 August 24, 2011 [***] Page 2 BOEING PROPRIETARY Attachment A to Letter Agreement FED-PA-03712-LA-1106152 [ * [***] * Blank spaces contained confidential information which has Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amendedCommission. XXXATTACHMENT A [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] DAL-XX-00000PA-02022-XX-0000000 Xxxxxxxxxx A December 12LA-1105850 August 24, 2011 [***] Page 1 3 BOEING PROPRIETARY Attachment B to Letter Agreement FED-PA-03712-LA-1106152 [ * [***] * Blank spaces contained confidential information which has Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under Commission. [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] DAL-PA-02022-LA-1105850 August 24, 2011 [***] Page 4 BOEING PROPRIETARY [***] Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Act of 1934, as amendedCommission. XXX[***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] DAL-XX-00000PA-02022-XX-0000000 Xxxxxxxxxx B December 12LA-1105850 August 24, 2011 [***] Page 1 5 BOEING PROPRIETARY [***] Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission. [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] DAL-PA-02022-LA-1105850 August 24, 2011 [***] Page 6 BOEING PROPRIETARY [***] Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission. The Boeing Company X.X. Xxx 0000 XxxxxxxP.O. Box 3707 Seattle, XX 00000WA 98124 2207 DAL-0000 FEDPA-02022-PA-03712LA-1105858 Delta Air Lines, Inc. PO Box 20706 Atlanta GA 30320-LA-1106153 Federal Express Corporation 0000 Xxxxx Xxxxx Xxxx Xxxxxxx XX 00000 6001 Subject: Liquidated Damages – Non-Excusable Delay Option Aircraft Reference: Purchase Agreement No. 3712 PA-02022 (Purchase Agreement) between The Boeing Company (Boeing) and Federal Express Corporation Delta Air Lines, Inc. (Customer) relating to Model 767737-3S2F 900ER aircraft (Aircraft) This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement. Upon execution of this Letter Agreement, the provisions of Article 3 of Aircraft General Terms Agreement Number AGTA-DAL between Boeing and Customer dated as of October 21, 1997 (AGTA-DAL) related to options and rolling options for 737-600, 700 and 800 model aircraft provided thereunder are deleted and of no further force or effect. The parties agree to execute a supplemental agreement to AGTA-DAL for the purpose of conforming the AGTA-DAL documentation to reflect the amendments made by this Letter Agreement.
Appears in 1 contract
Confidential Treatment. Customer understands that Boeing considers certain commercial and financial information contained in this Letter Agreement as confidential. Each of Customer and Boeing agree that it will treat this Letter Agreement and the The information contained herein as confidentialrepresents confidential business information and has value precisely because it is not available generally or to other parties. Customer agrees to Each party will limit the disclosure of the its contents of this Letter Agreement to its employees of Customer with a need to know the contents for purposes of helping it perform its obligations under the Purchase Agreement and who understand that they are not to disclose its content contents to any other person or entity without the prior written consent of Boeingthe other party. Notwithstanding the forgoingforegoing, Customer either party may disclose this Letter Agreement (i) for the purpose of regulatory requirements, including without limitation registrations and the terms and conditions herein to its parent companyfilings pursuant thereto, FedEx Corporation, to the Board of Directors of its parent corporation, FedEx Corporation, to its professional advisors under a duty of confidentiality with respect hereto, and or as otherwise required by law, provided that the disclosing party makes commercially reasonable efforts to notify the non-disclosing party in advance of such disclosure and considers in good faith all limitations on such disclosure requested by the non-disclosing party; (ii) for the purpose of disclosure to its auditors and its legal advisors on a need to know basis who themselves agree not to further disclose such information; and (iii) to the extent such information is publicly available other than as a result of the disclosure by or on behalf of such party. DAL-PA-02022-LA-1501328R1 Put Option Aircraft SA-20 LA Page 1 BOEING PROPRIETARY [***] Confidential portion omitted and filed separately with the Commission Pursuant to a Request for Confidential Treatment Very truly yours, THE BOEING COMPANY By /s/ XXXXXX X. XXXX Xxxx Xxxxxxxxxxx Its Attorney-In-Fact ACCEPTED AND AGREED TO this Date: December 14March 30, 2011 Federal Express Corporation 2017 DELTA AIR LINES, INC. By /s/ XXXXXXX Xxxxxxx X. XXXX May Its Senior Vice President Attachments A - Supply Chain Management and B Fleet DAL-PA-02022-LA-1501328R1 Put Option Aircraft SA-20 LA Page 2 BOEING PROPRIETARY Attachment A to Letter Agreement FED-PA-03712-LA-1106152 [ * ] * Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. XXX-XX-00000-XX-0000000 Xxxxxxxxxx A December 12, 2011 Page 1 BOEING PROPRIETARY Attachment B to Letter Agreement FED-PA-03712-LA-1106152 [ * ] * Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. XXX-XX-00000-XX-0000000 Xxxxxxxxxx B December 12, 2011 Page 1 BOEING PROPRIETARY The Boeing Company X.X. Xxx 0000 Xxxxxxx, XX 00000-0000 FED-PA-03712-LA-1106153 Federal Express Corporation 0000 Xxxxx Xxxxx Xxxx Xxxxxxx XX 00000 Subject: Liquidated Damages – Non-Excusable Delay Reference: Purchase Agreement No. 3712 (Purchase Agreement) between The Boeing Company (Boeing) and Federal Express Corporation (Customer) relating to Model 767-3S2F aircraft (Aircraft) This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement.PROPRIETARY
Appears in 1 contract
Confidential Treatment. Customer understands that Boeing considers certain commercial and financial information contained in this Letter Agreement as confidential. Each of Customer and Boeing agree that it will treat this Letter Agreement and the The information contained herein as confidentialrepresents confidential business information and has value precisely because it is not available generally or to other parties. Customer agrees to Each party will limit the disclosure of the its contents of this Letter Agreement to its employees of Customer with a need to know the contents for purposes of helping it perform its obligations under the Purchase Agreement and who understand that they are not to disclose its content contents to any other person or entity without the prior written consent of Boeingthe other party. Notwithstanding the forgoingforegoing, Customer either party may DAL-PA-02022-LA-1105843 August 24, 2011 [***] LA Page 1 BOEING PROPRIETARY The Boeing Company X.X. Xxx 0000 Xxxxxxx, XX 00000‑2207 disclose this Letter Agreement (i) for the purpose of regulatory requirements, including without limitation registrations and the terms and conditions herein to its parent companyfilings pursuant thereto, FedEx Corporation, to the Board of Directors of its parent corporation, FedEx Corporation, to its professional advisors under a duty of confidentiality with respect hereto, and or as otherwise required by law, provided that the disclosing party makes commercially reasonable efforts to notify the non-disclosing party in advance of such disclosure and considers in good faith all limitations on such disclosure requested by the non-disclosing party; (ii) for the purpose of disclosure to its auditors and its legal advisors on a need to know basis who themselves agree not to further disclose such information; and (iii) to the extent such information is publicly available other than as a result of the disclosure by or on behalf of such party. Very truly yours, THE BOEING COMPANY By /s/ XXXXXX X. XXXX Xxxx Xxxxxxxxxxx Its Attorney-In-Fact ACCEPTED AND AGREED TO this Date: December 14March 30, 2011 Federal Express Corporation 2017 DELTA AIR LINES, INC. By /s/ XXXXXXX Xxxxxxx X. XXXX May Its Senior Vice President Attachments A – Supply Chain Management and B Fleet DAL-PA-02022-LA-1105843R6 [***] SA-20 LA Page 2 BOEING PROPRIETARY Attachment A to Letter Agreement FED-PA-03712-LA-1106152 [ * [***] * Blank spaces contained confidential information which has been Confidential portion omitted and filed separately with the Securities and Exchange Commission pursuant Pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. XXXa Request for Confidential Treatment Attachment A to DAL-XX-00000PA-02022-XX-0000000 Xxxxxxxxxx A December 12, 2011 LA-1105843R6 [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] DAL-PA-02022-LA-1105843R6 [***] SA-20 LA Page 1 3 BOEING PROPRIETARY Attachment B to Letter Agreement FED-PA-03712-LA-1106152 [ * [***] * Blank spaces contained confidential information which has been Confidential portion omitted and filed separately with the Securities and Exchange Commission pursuant Pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. XXXa Request for Confidential Treatment Attachment A to DAL-XX-00000PA-02022-XX-0000000 Xxxxxxxxxx B December 12, 2011 LA-1105843R6 [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] 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Commission Pursuant to a Request for Confidential Treatment Attachment A to DAL-PA-02022-LA-1105843R6 [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] 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for Confidential Treatment Attachment A to DAL-PA-02022-LA-1105843R6 [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] 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Confidential portion omitted and filed separately with the Commission Pursuant to a Request for Confidential Treatment Attachment B to DAL-PA-02022-LA-1105843R6 [***] DAL-PA-02022-LA-1105843R6 [***] SA-20 LA Page 9 BOEING PROPRIETARY [***] Confidential portion omitted and filed separately with the Commission Pursuant to a Request for Confidential Treatment Attachment B to DAL-PA-02022-LA-1105843R6 [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] 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omitted and filed separately with the Commission Pursuant to a Request for Confidential Treatment Attachment B to DAL-PA-02022-LA-1105843R6 DAL-PA-02022-LA-1105843R6 [***] SA-20 LA Page 11 BOEING PROPRIETARY [***] Confidential portion omitted and filed separately with the Commission Pursuant to a Request for Confidential Treatment Attachment B to DAL-PA-02022-LA-1105843R6 [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] 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the Commission Pursuant to a Request for Confidential Treatment Attachment B to DAL-PA-02022-LA-1105843R6 [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] DAL-PA-02022-LA-1105843R6 [***] SA-20 LA Page 13 BOEING PROPRIETARY [***] Confidential portion omitted and filed separately with the Commission Pursuant to a Request for Confidential Treatment The Boeing Company X.X. Xxx 0000 Xxxxxxx, XX 00000-0000 FED-PA-03712-LA-1106153 Federal Express Corporation 0000 Xxxxx Xxxxx Xxxx Xxxxxxx XX 00000 Subject: Liquidated Damages – Non-Excusable Delay Reference: Purchase Agreement No. 3712 (Purchase Agreement) between The Boeing Company (Boeing) and Federal Express Corporation (Customer) relating to Model 767-3S2F aircraft (Aircraft) This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement.Company
Appears in 1 contract
Confidential Treatment. Customer understands that Boeing considers certain the commercial and financial information contained in this Letter Agreement is considered by Boeing as confidential. Each of Customer and Boeing agree agrees that it will treat this Letter Agreement and the information contained herein as confidential. Customer agrees to limit the disclosure of the contents of this Letter Agreement to employees of Customer with a need to know confidential and who understand that they are not to disclose its content to any other person or entity will not, without the prior written consent of Boeing. Notwithstanding the forgoing, Customer may disclose this Letter Agreement and the terms and conditions or any information contained herein to its parent company, FedEx Corporation, to the Board of Directors of its parent corporation, FedEx Corporation, to its professional advisors under a duty of confidentiality with respect hereto, and any other person or entity except (a) as required by lawapplicable Law, governmental regulation or judicial process, (b) with the consent of Boeing, (c) to the counsel of providers of financing in connection with the Aircraft (each a “Finance Party”), (d) to bank examiners and auditors, (e) to any Finance Party or to any Person with whom any Finance Party is in good faith conducting negotiations relating to the possible transfer and sale of such Finance Party’s interest in the relevant Aircraft, if such entities described in (c), (d) and (e) shall have entered into an agreement similar to that contained in this Clause whereby such entity agrees to hold such information confidential. P.A. No. 3217 S.A. 1 Special_Escalation_Program BOEING PROPRIETARY Xiamen Airlines 6-1165-CKR-1322R1 Very truly yours, THE BOEING COMPANY By /s/ XXXXXX Xxxxxxxxx X. XXXX Xxxxxx Its Attorney-In-Fact ACCEPTED AND AGREED TO this Date: December 14April 21, 2011 Federal Express Corporation 2008 XIAMEN AIRLINES By /s/ XXXXXXX X. XXXX Xxxx Xxxxx Hua Its Vice President Attachments A and B P.A. No. 3217 S.A. 1 Special_Escalation_Program BOEING PROPRIETARY Attachment A 1 to Letter Agreement FED6-PA-037121165-LA-1106152 [ CKR-1322R1 SPECIAL ESCALATION PROGRAM FACTORS Included Aircraft with scheduled Delivery Dates: Calendar Year Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec 2011 *** ] *** Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act *** *** *** *** *** *** *** *** *** *** 2012 *** *** *** *** *** *** *** *** *** *** *** *** 2012 *** *** *** *** *** *** *** Note: The Special Escalation Program Factors above reflect an annual rate of 1934escalation of 3.9% per year, as amended. XXX-XX-00000-XX-0000000 Xxxxxxxxxx A December 12, 2011 Page 1 BOEING PROPRIETARY Attachment B to Letter Agreement FED-PA-03712-LA-1106152 [ * ] * Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. XXX-XX-00000-XX-0000000 Xxxxxxxxxx B December 12, 2011 Page 1 BOEING PROPRIETARY The Boeing Company X.X. Xxx 0000 Xxxxxxx, XX 00000-0000 FED-PA-03712-LA-1106153 Federal Express Corporation 0000 Xxxxx Xxxxx Xxxx Xxxxxxx XX 00000 Subject: Liquidated Damages – Non-Excusable Delay Reference: Purchase Agreement No. 3712 (Purchase Agreement) between The Boeing Company (Boeing) and Federal Express Corporation (Customer) relating to Model 767-3S2F aircraft (Aircraft) This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement shall have the same meaning as in the Purchase Agreementstarting from July 2006.
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Confidential Treatment. Customer understands that Boeing considers certain commercial and financial information contained in this Letter [*] Agreement is considered by Boeing as confidential. Each of Customer and Boeing agree agrees that it Purchase Agreement 3134 SA-2 TLS 747-8 Freighter [*] Letter BOEING PROPRIETARY 6-1162-ILK-0432 Page 7 will treat this Letter [*] Agreement and the information contained herein as confidential. Customer agrees to limit the disclosure of the contents of this Letter Agreement to employees of Customer with a need to know confidential and who understand that they are not to disclose its content to any other person or entity will not, without the prior written consent of Boeing, disclose this [*] Agreement or any information contained herein to any other person or entity. Notwithstanding In the forgoingevent that Customer in good faith concludes (based upon an opinion of counsel) that disclosure of information contained in this [*] Agreement may be required by applicable law or governmental regulations, Customer may shall advise Boeing in writing prior to such disclosure, if possible, or, if not possible, then promptly upon receiving such order or upon identifying such need to comply, in order to enable Boeing to take whatever steps it deems necessary to protect its interests in this regard, and Customer will, in any event, disclose this Letter Agreement only that portion of the information which it is legally required to disclose and Customer will use its reasonable endeavors to protect the terms and conditions herein to its parent company, FedEx Corporation, confidentiality of such information to the Board of Directors of its parent corporationwidest extent possible in the circumstances. The parties acknowledge and agree that information contained in this [*] Agreement may be disclosed to Customer’s existing lenders (PDP Lenders) under the Facility Agreement dated January 30, FedEx Corporation2008 (PDP Credit Facility) among Customer, to its professional advisors under a duty of confidentiality with respect heretoNorddeutsche Landesbank Girozentrale, and Bank of Utah, as required by lawsecurity trustee (Security Trustee) subject to the existing confidentiality agreement with the PDP Lender. Very truly yours, THE BOEING COMPANY By /s/ XXXXXX By: [*] Its: ATTORNEY IN FACT Purchase Agreement 3134 SA-2 TLS 747-8 Freighter [*] Letter BOEING PROPRIETARY 6-1162-ILK-0432 Page 8 Accepted and agreed to this 1stday of March of 2010. ATLAS AIR, INC. By: Xx. Xxxxxxxx X. XXXX Its AttorneyGibbons Its: Vice President, Procurement Purchase Agreement 3134 SA-2 TLS 747-In-Fact ACCEPTED AND AGREED TO this Date: December 14, 2011 Federal Express Corporation By /s/ XXXXXXX X. XXXX Its Vice President Attachments A and B 8 Freighter [*] Letter BOEING PROPRIETARY Attachment A 1 to Letter [*] Agreement FED6-PA-037121162-LA-1106152 [ * ] * Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934ILK-0432 [*], as amended. XXX-XX-00000-XX-0000000 Xxxxxxxxxx A December 12, 2011 Page 1 OF 1 [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] Purchase Agreement 3134 SA-2 TLS 747-8 Freighter [*] Letter BOEING PROPRIETARY Attachment B 1 to Letter [*] Agreement FED6-PA-037121162-LA-1106152 [ * ILK-0432 [*], Page 2 [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] $ [*] [*] * Blank spaces contained confidential information - Excludes the aircraft delivering in [*] and [*] of [*] for which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended[*]. XXXPurchase Agreement 3134 SA-2 TLS 747-XX-00000-XX-0000000 Xxxxxxxxxx B December 12, 2011 Page 1 8 Freighter [*] Letter BOEING PROPRIETARY The Boeing Company X.X. Xxx 0000 Xxxxxxx, XX 00000-0000 FED6-PA-037121162-LA-1106153 Federal Express Corporation ILK-0214R1 Atlas Air, Inc. 0000 Xxxxx Xxxxx Xxxx Xxxxxxx Xxxxxxxxxxx Xxxxxx Xxxxxxxx, XX 00000 00000-0000 Subject: Liquidated Damages – Non-Excusable Delay ReferenceRight to Purchase Additional Aircraft References: (a) Purchase Agreement No. 3712 3134 (the Purchase Agreement) between The Boeing Company (Boeing) and Federal Express Corporation Atlas Air, Inc. (Customer) relating to Model 767747-3S2F aircraft (Aircraft) This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement.8 Freighter aircraft; and
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Samples: Letter Agreement (Atlas Air Worldwide Holdings Inc)
Confidential Treatment. Customer understands that Boeing considers certain commercial and financial information contained in this Letter Agreement as confidential. Each of Customer and Boeing agree that it will treat this Letter Agreement and the The information contained herein as confidential(Information) represents confidential information and has value precisely because it is not available generally or to other parties. Customer agrees to Boeing and Buyer will limit the disclosure of the contents of this Letter Agreement Information to (i) such party’s employees of Customer with a need to know the Information for purposes of performance of its obligations stated herein and who understand and agree that they are not to disclose its content the Information to any other person or entity without the prior written consent of Boeingthe other party hereto, (ii) Boeing or Buyer's auditors, insurance brokers and attorneys (Professional Advisors) who have a need to know the Information in connection herewith and from whom such party has first obtained a written obligation to confidentiality and restricted use that is no less restrictive than the terms of this Article, or (iii) any other person or entity as may be required by applicable law or governmental regulations. Notwithstanding Such party will be fully responsible to the forgoing, Customer may disclose this Letter Agreement other party for it’s Professional Advisors' compliance with such obligations. This article and the terms protection of the Information will survive the expiration, termination and/or cancellation of this Order or the completion of the services provided herein. *** Page 11 BOEING PROPRIETARY Please accept this offer by signing, dating and conditions herein to its parent company, FedEx Corporation, inserting a purchase order number in the spaces provided below and returning one copy to the Board of Directors of its parent corporationundersigned at facsimile number 000-000-0000 on or before July 15, FedEx Corporation2010, to its professional advisors under a duty of confidentiality with respect hereto, and as required by lawthe date on which this offer will otherwise expire. Very truly yoursTruly Yours, THE BOEING COMPANY By /s/ XXXXXX Isabelle Session Xxxxxxxx X. XXXX Its AttorneySession Regional Director Boeing Commercial Airplanes, Contracts Telephone: (000) 000-In0000 Email: Xxxxxxxx.X.Xxxxxxx@xxxxxx.xxx Mail Code: 21-Fact ACCEPTED AND AGREED TO this 43 Agreed and Accepted Date: December 14July 2nd, 2011 Federal Express Corporation By 0000 Xxxxxxxxx Xxxxxxxx Xx. Signature: /s/ XXXXXXX X. XXXX Its Vice President Attachments A and B Xxxxxxx Van de Ven Printed name: Xxxxxxx Van de Ven Title: EVP - COO SWA-RE-1000838 *** Page 12 BOEING PROPRIETARY Attachment A to Letter Agreement FEDEXHIBIT B *** SWA-PA-03712-LA-1106152 [ RE-1000838 *** ] * Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. XXX-XX-00000-XX-0000000 Xxxxxxxxxx A December 12, 2011 Page 1 13 BOEING PROPRIETARY Attachment B to Letter Agreement FEDEXHIBIT C AIRCRAFT INDUCTION RECEIPT [RECEIVING INSPECTION REPORT] MODIFICATION ORDER NO.SWA-PA-03712-LA-1106152 [ * ] * Blank spaces contained confidential information which has been filed separately with RE-1000838 BETWEEN THE BOEING COMPANY AND SOUTHWEST AIRLINES CO. Dated as of _______________________, the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. XXX-XX-00000-XX-0000000 Xxxxxxxxxx B December 12, 2011 Page 1 BOEING PROPRIETARY The Boeing Company X.X. Xxx 0000 Xxxxxxx, XX 00000-0000 FED-PA-03712-LA-1106153 Federal Express Corporation 0000 Xxxxx Xxxxx Xxxx Xxxxxxx XX 00000 Subject: Liquidated Damages – Non-Excusable Delay Reference: Purchase Agreement No. 3712 (Purchase Agreement) between The Boeing Company (Boeing) and Federal Express Corporation (Customer) relating to Model 767-3S2F aircraft (Aircraft) This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement shall have the same meaning as in the Purchase AgreementAIRCRAFT RECEIVING INSPECTION REPORT.
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Confidential Treatment. Customer understands and agrees that Boeing considers certain commercial and financial information contained in this Letter Agreement as confidential. Each of Customer and Boeing agree that it will treat this Letter Agreement and the information contained herein as confidentialrepresents confidential business information and has value precisely because it is not available generally or to other parties. Customer agrees to limit the disclosure of the its contents of this Letter Agreement to employees of Customer with a need to know the contents for purposes of helping Customer perform its obligations under the Purchase Agreement and who understand that they are under an obligation not to disclose its content contents to any other person or entity without the prior written consent of Boeing. Notwithstanding “[***]” This information is subject to confidential treatment and has been omitted and filed separately with the forgoing, Customer may disclose this Letter Agreement and the terms and conditions herein to its parent company, FedEx Corporation, to the Board of Directors of its parent corporation, FedEx Corporation, to its professional advisors under a duty of confidentiality with respect hereto, and as required by law. commission XIA-PA-03586-LA-1501315 R1 SA-4 BOEING PROPRIETARY Very truly yours, THE BOEING COMPANY By /s/ XXXXXX X. XXXX Its Attorney-In-Fact ACCEPTED AND AGREED TO this Date: December 14, 2011 Federal Express Corporation XIAMEN AIRLINES By /s/ XXXXXXX X. XXXX Its Vice President Attachments A Attachment “[***]” This information is subject to confidential treatment and B BOEING PROPRIETARY Attachment A to Letter Agreement FED-PA-03712-LA-1106152 [ * ] * Blank spaces contained confidential information which has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. XXXcommission XIA-XX-00000PA-03586-XX-0000000 Xxxxxxxxxx A December 12, 2011 Page 1 LA-1501315 R1 SA-4 BOEING PROPRIETARY ATTACHMENT 787 DIFFERENCES TRAINING POINTS MENU 787 Training Courses Per Class Student Maximum [*****]* Maintenance 787-8 to 787-9 or 787-9 to 787-8 Maintenance Training Differences Class [***] [***] *[*************] are based upon training conducted according to Boeing’s standard training courses. Extended or modified courses will require point adjustment to reflect altered work statement or duration. The courses and products listed in this Attachment B are subject to Letter Agreement FED-PA-03712-LA-1106152 [ * ] * Blank spaces contained change from time to time as new courses are added and courses are removed. Boeing reserves the right to change course offering at its own discretion. “[***]” This information is subject to confidential information which treatment and has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. XXXcommission XIA-XX-00000PA-03586-XX-0000000 Xxxxxxxxxx B December 12, 2011 LA-1501315 R1 SA-4 Customer Support Matters – Model 787-9 Page 1 5 BOEING PROPRIETARY The Boeing Company X.X. Xxx 0000 XxxxxxxXIA-PA-03586-LA-1501316 R1 Xiamen Airlines 20 Xxxxxxx Xxxx Xxxxxx, XX 00000-0000 FED-PA-03712-LA-1106153 Federal Express Corporation 0000 Xxxxx Xxxxx Xxxx Xxxxxxx XX 00000 000000 Xxxxxx Xxxxxxxx People’s Republic of China Subject: Liquidated Damages Special Matters – NonModel 787-Excusable Delay 9 Reference: Purchase Agreement No. 3712 PA-03586 (Purchase Agreement) between The Boeing Company (Boeing) and Federal Express Corporation Xiamen Airlines (Customer) relating to Model 767787-3S2F 9 aircraft (787-9 Aircraft) This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement.
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Confidential Treatment. Customer understands that Boeing considers certain commercial and financial information contained in this Letter Agreement as confidential. Each of Customer and Boeing agree that it will treat this Letter Agreement and the The information contained herein as confidentialrepresents confidential business information and has value precisely because it is not available generally or to other parties. Customer agrees to Each party will limit the disclosure of the its contents of this Letter Agreement to its employees of Customer with a need to know the contents for purposes of helping it perform its obligations under the Purchase Agreement and who understand that they are not to disclose its content contents to any other person or entity without the prior written consent of Boeingthe other party. Notwithstanding the forgoingforegoing, Customer either party may disclose this Letter Agreement (i) for the purpose of regulatory requirements, including without limitation registrations and the terms and conditions herein to its parent companyfilings pursuant thereto, FedEx Corporation, to the Board of Directors of its parent corporation, FedEx Corporation, to its professional advisors under a duty of confidentiality with respect hereto, and or as otherwise required by law, provided that the disclosing party makes commercially reasonable efforts to notify the non-disclosing party in advance of such disclosure and considers in good faith all limitations on such disclosure requested by [***] Confidential portion omitted and filed separately with the Commission Pursuant to a Request for Confidential Treatment. the non-disclosing party; (ii) for the purpose of disclosure to its auditors and its legal advisors on a need to know basis who themselves agree not to further disclose such information; and (iii) to the extent such information is publicly available other than as a result of the disclosure by or on behalf of such party. Very truly yours, THE BOEING COMPANY By /s/ XXXXXX X. XXXX Xxxx Xxxxxxxxxxx Its Attorney-In-Fact ACCEPTED AND AGREED TO this Date: December 1416, 2011 Federal Express Corporation 2015 DELTA AIR LINES, INC. By /s/ XXXXXXX Xxxxxxx X. XXXX May Its Vice President Attachments A SVP - Supply Chain Management [***] Confidential portion omitted and B BOEING PROPRIETARY Attachment A to Letter Agreement FED-PA-03712-LA-1106152 [ * ] * Blank spaces contained confidential information which has been filed separately with the Securities Commission Pursuant to a Request for Confidential Treatment. ATTACHMENT A [***] [***] [***] Confidential portion omitted and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. XXX-XX-00000-XX-0000000 Xxxxxxxxxx A December 12, 2011 Page 1 BOEING PROPRIETARY Attachment B to Letter Agreement FED-PA-03712-LA-1106152 [ * ] * Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant Pursuant to Rule 24b-2 under the Securities Exchange Act of 1934a Request for Confidential Treatment. DAL-PA-02022-LA-1105843R3 Delta Air Lines, as amended. XXX-XX-00000-XX-0000000 Xxxxxxxxxx B December 12, 2011 Page 1 BOEING PROPRIETARY The Boeing Company X.X. Inc. XX Xxx 0000 Xxxxxxx, 00000 Xxxxxxx XX 00000-0000 FED-PA-03712-LA-1106153 Federal Express Corporation 0000 Xxxxx Xxxxx Xxxx Xxxxxxx XX 00000 Subject: Liquidated Damages – Non-Excusable Delay [***] Reference: Purchase Agreement No. 3712 PA-02022 (Purchase Agreement) between The Boeing Company (Boeing) and Federal Express Corporation Delta Air Lines, Inc. (Customer) relating to Model 767737-3S2F 900ER aircraft (Aircraft) This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement.. This Letter Agreement has been revised to include the additional twenty (20) Incremental Aircraft identified in Supplemental Agreement No. 17 (SA-17). [***]
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Confidential Treatment. Customer understands that Boeing considers certain commercial and financial information contained in this Letter Agreement as confidential. Each of Customer and Boeing agree that it will treat this Letter Agreement and the The information contained herein as confidentialrepresents confidential business information and has value precisely because it is not available generally or to other parties. Customer agrees to Each party will limit the disclosure of the its contents of this Letter Agreement to its employees of Customer with a need to know the contents for purposes of helping it perform its obligations under the Purchase Agreement and who understand that they are not to disclose its content contents to any other person or entity without the prior written consent of Boeingthe other party. Notwithstanding the forgoingforegoing, Customer either party may disclose this Letter Agreement (i) for the purpose of regulatory requirements, including without limitation registrations and the terms and conditions herein to its parent companyfilings pursuant thereto, FedEx Corporation, to the Board of Directors of its parent corporation, FedEx Corporation, to its professional advisors under a duty of confidentiality with respect hereto, and or as otherwise required by law, provided that the disclosing party makes commercially reasonable efforts to notify the non-disclosing party in advance of such disclosure and considers in good faith all limitations on such disclosure requested by the non-disclosing party; (ii) for the purpose of disclosure to its auditors and its legal advisors on a need to know basis who themselves agree not to further disclose such information; and (iii) to the extent such information is publicly available other than as a result of the disclosure by or on behalf of such party. DAL-PA-2022-LA-1104482R1 [***] SA-17 LA Page 2 BOEING PROPRIETARY [***] Confidential portion omitted and filed separately with the Commission Pursuant to a Request for Confidential Treatment. Very truly yours, THE BOEING COMPANY By /s/ XXXXXX X. XXXX Xxxx Xxxxxxxxxxx Xxxx Xxxxxxxxxxx Its Attorney-In-Fact ACCEPTED AND AGREED TO this Date: December 1416, 2011 Federal Express Corporation 2015 Delta Air Lines, Inc. By /s/ XXXXXXX Xxxxxxx X. XXXX May Its Vice President Attachments A and B SVP - Supply Chain Management DAL-PA-2022-LA-1104482R1 [***] SA-17 LA Page 3 BOEING PROPRIETARY Attachment A to Letter Agreement FED-PA-03712-LA-1106152 [ * [***] * Blank spaces contained confidential information which has been Confidential portion omitted and filed separately with the Securities and Exchange Commission pursuant Pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amendeda Request for Confidential Treatment. XXXAttachment A Delivery Schedule for Covered Aircraft [***] DAL-XX-00000PA-2022-XX-0000000 Xxxxxxxxxx A December 12, 2011 LA-1104482R1 [***] SA-17 LA Page 1 4 BOEING PROPRIETARY Attachment B to Letter Agreement FED-PA-03712-LA-1106152 [ * [***] * Blank spaces contained confidential information which has been Confidential portion omitted and filed separately with the Securities and Exchange Commission pursuant Pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amendeda Request for Confidential Treatment. XXXAttachment B [***] DAL-XX-00000PA-2022-XX-0000000 Xxxxxxxxxx B December 12, 2011 LA-1104482R1 [***] SA-17 LA Page 1 5 BOEING PROPRIETARY The Boeing Company X.X. [***] Confidential portion omitted and filed separately with the Commission Pursuant to a Request for Confidential Treatment. DAL-PA-02022-LA-1105848R1 Delta Air Lines, Inc. XX Xxx 0000 Xxxxxxx, 00000 Xxxxxxx XX 00000-0000 FED-PA-03712-LA-1106153 Federal Express Corporation 0000 Xxxxx Xxxxx Xxxx Xxxxxxx XX 00000 Subject: Liquidated Damages – Non-Excusable Delay Agreement for [***] Reference: Purchase Agreement No. 3712 PA-02022 (Purchase Agreement) between The Boeing Company (Boeing) and Federal Express Corporation Delta Air Lines, Inc. (Customer) relating to Model 767737-3S2F aircraft (Aircraft) 732/-832/-932 aircraft. This letter agreement (Letter Agreement) revises and supersedes DAL-PA-02022-LA-1105848 and amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement.. [***]
Appears in 1 contract
Confidential Treatment. Customer understands that Boeing considers certain commercial and financial information contained in this Letter Agreement as confidential. Each of Customer and Boeing agree that it will treat this Letter Agreement and the The information contained herein as confidentialrepresents confidential business information and has value precisely because it is not available generally or to other parties. Customer agrees to Each party will limit the disclosure of the its contents of this Letter Agreement to its employees of Customer with a need to know the contents for purposes of helping it perform its obligations under the Purchase Agreement and who understand that they are not to disclose its content contents to any other person or entity without the prior written consent of Boeingthe other party. Notwithstanding the forgoingforegoing, Customer either party may disclose this Letter Agreement (i) for the purpose of regulatory requirements, including without limitation registrations and the terms and conditions herein to its parent companyfilings pursuant thereto, FedEx Corporation, to the Board of Directors of its parent corporation, FedEx Corporation, to its professional advisors under a duty of confidentiality with respect hereto, and or as otherwise required by law, provided that the disclosing party makes commercially reasonable efforts to notify the non-disclosing party in advance of such disclosure and considers in good faith all limitations on such disclosure requested by the non-disclosing party; (ii) for the purpose of disclosure to its auditors and its legal advisors on a need to know basis who themselves agree not to further disclose such information; and (iii) to the extent such information is publicly available other than as a result of the disclosure by or on behalf of such party. Very truly yoursP.A. 2022 SA‑20 Page 2 [***] Confidential portion omitted and filed separately with the Commission Pursuant to a Request for Confidential Treatment Except as amended as set forth above, the Purchase Agreement remains in full force and effect. DELTA AIR LINES, INC. By /s/ Xxxxxxx X. May Its Supply Chain Management & Fleet THE BOEING COMPANY By /s/ XXXXXX X. XXXX Xxxx Xxxxxxxxxxx Its Attorney-In-Attorney in Fact ACCEPTED AND AGREED TO this Date: December 14, 2011 Federal Express Corporation By /s/ XXXXXXX X. XXXX Its Vice President Attachments A P.A. 2022 SA‑20 Page 3 [***] Confidential portion omitted and B BOEING PROPRIETARY Attachment A to Letter Agreement FED-PA-03712-LA-1106152 [ * ] * Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant Pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. XXX-XX-00000-XX-0000000 Xxxxxxxxxx A December 12, 2011 Page 1 BOEING PROPRIETARY Attachment B to Letter Agreement FED-PA-03712-LA-1106152 [ * ] * Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. XXX-XX-00000-XX-0000000 Xxxxxxxxxx B December 12, 2011 Page 1 BOEING PROPRIETARY The Boeing Company X.X. Xxx 0000 Xxxxxxx, XX 00000-0000 FED-PA-03712-LA-1106153 Federal Express Corporation 0000 Xxxxx Xxxxx Xxxx Xxxxxxx XX 00000 Subject: Liquidated Damages – Non-Excusable Delay Reference: Purchase Agreement No. 3712 (Purchase Agreement) between The Boeing Company (Boeing) and Federal Express Corporation (Customer) relating to Model 767-3S2F aircraft (Aircraft) This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement.a Request for Confidential Treatment TABLE OF CONTENTS ARTICLES SA NUMBER
Appears in 1 contract
Confidential Treatment. Customer understands that Boeing considers certain commercial and financial information contained in this Letter Agreement as confidential. Each of Customer and Boeing agree that it will treat this Letter Agreement and the information contained herein as confidential. Customer agrees to limit the disclosure of the contents of this Letter Agreement to employees of Customer with a need to know and who understand that they are not to disclose its content to any other person or entity without the prior written consent of Boeing. Notwithstanding the forgoingforegoing, Customer may disclose this Letter Agreement and the terms and conditions herein to its parent company, FedEx Corporation, to the Board of Directors of its parent corporation, FedEx Corporation, to its professional advisors under a duty of confidentiality with respect heretothereto, and as required by law. Very truly yours, THE BOEING COMPANY By /s/ XXXXXX X. XXXX Its Attorney-In-Fact ACCEPTED AND AGREED TO this Date: December 14June 29, 2011 Federal Express Corporation 2012 FEDERAL EXPRESS CORPORATION By /s/ XXXXXXX X. XXXX Its Vice President Aircraft Acquisition Attachments A A, B and B C * Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Act of 1934, as amended. BOEING PROPRIETARY Attachment A to Letter Agreement FED-PA-03712-LA-1106152 [ * LA-1208292 [*] * Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. XXX-XX-00000-XX-0000000 Xxxxxxxxxx A December 12June 29, 2011 Page 1 2012 BOEING PROPRIETARY Attachment B to Letter Agreement FED-PA-03712-LA-1106152 [ * LA-1208292 [*] * Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. XXX-XX-00000-XX-0000000 Xxxxxxxxxx B December 12June 29, 2011 Page 1 2012 BOEING PROPRIETARY Attachment C to Letter Agreement FED-PA-03712-LA-1208292 [*] * Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Act of 1934, as amended. XXX-XX-00000-XX-0000000 Xxxxxxxxxx C June 29, 2012 BOEING PROPRIETARY The Boeing Company X.X. Xxx 0000 Xxxxxxx, XX 00000-0000 FED-PA-03712-LA-1106153 LA-1106159R1 Federal Express Corporation 0000 Xxxxx Xxxxx Xxxx Xxxxxxx XX 00000 Subject: Liquidated Damages – Non-Excusable Delay ReferenceSpecial Matters Concerning [*] References: 1. Purchase Agreement No. 3712 (Purchase Agreement) between The Boeing Company (Boeing) and Federal Express Corporation (Customer) relating to Model 767-3S2F aircraft (Aircraft) This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement.); and
Appears in 1 contract
Samples: Letter Agreement (Fedex Corp)
Confidential Treatment. Customer understands that Boeing considers certain commercial and financial information contained in this Letter Agreement as confidential. Each of Customer and Boeing agree that it will treat this Letter Agreement and the The information contained herein as confidentialrepresents confidential business information and has value precisely because it is not available generally or to other parties. Customer agrees to Each party will limit the disclosure of the its contents of this Letter Agreement to its employees of Customer with a need to know the contents for purposes of helping it perform its obligations under the Purchase Agreement and who understand that they are not to disclose its content contents to any other person or entity without the prior written consent of Boeingthe other party. Notwithstanding the forgoingforegoing, Customer either party may disclose this Letter Agreement (i) for the purpose of regulatory requirements, including without limitation registrations and the terms and conditions herein to its parent companyfilings pursuant thereto, FedEx Corporation, to the Board of Directors of its parent corporation, FedEx Corporation, to its professional advisors under a duty of confidentiality with respect hereto, and or as otherwise required by law, provided that the disclosing party makes commercially reasonable efforts to notify the non-disclosing party in advance of such disclosure and considers in good faith all limitations on such disclosure requested by the non-disclosing party; (ii) for the purpose of disclosure to its auditors and its legal advisors on a need to know basis who themselves agree not to further disclose such information; and (iii) to the extent such information is publicly available other than as a result of the disclosure by or on behalf of such party. Very truly yours, THE BOEING COMPANY By /s/ XXXXXX X. XXXX Xxxx Xxxxxxxxxxx Xxxx Xxxxxxxxxxx Its Attorney-In-Fact ACCEPTED AND AGREED TO this Date: December 1416, 2011 Federal Express Corporation 2015 DELTA AIR LINES, INC. By /s/ XXXXXXX Xxxxxxx X. XXXX May Its Vice President Attachments A and B SVP - Supply Chain Mangement DAL-PA-2022-LA-1104487R1 [***] SA-17 LA Page 2 BOEING PROPRIETARY Attachment A to Letter Agreement FED-PA-03712-LA-1106152 [ * [***] * Blank spaces contained confidential information which has been Confidential portion omitted and filed separately with the Securities and Exchange Commission pursuant Pursuant to Rule 24b-2 under the Securities Exchange Act of 1934a Request for Confidential Treatment. DAL-PA-02022-LA-1105858R1 Delta Air Lines, as amended. XXX-XX-00000-XX-0000000 Xxxxxxxxxx A December 12, 2011 Page 1 BOEING PROPRIETARY Attachment B to Letter Agreement FED-PA-03712-LA-1106152 [ * ] * Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. XXX-XX-00000-XX-0000000 Xxxxxxxxxx B December 12, 2011 Page 1 BOEING PROPRIETARY The Boeing Company X.X. Inc. XX Xxx 0000 Xxxxxxx, 00000 Xxxxxxx XX 00000-0000 FED-PA-03712-LA-1106153 Federal Express Corporation 0000 Xxxxx Xxxxx Xxxx Xxxxxxx XX 00000 Subject: Liquidated Damages – Non-Excusable Delay Option Aircraft Reference: Purchase Agreement No. 3712 PA-02022 (Purchase Agreement) between The Boeing Company (Boeing) and Federal Express Corporation Delta Air Lines, Inc. (Customer) relating to Model 767737-3S2F 900ER aircraft (Aircraft) This letter agreement (Letter Agreement) Agreement revises and supersedes Letter Agreement DAL-PA-02022-LA-1105858 and amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement. The original revision of this Letter Agreement set out the terms and conditions for Model 737-900ER options and cancelled all options and rolling options for 737-600, ‑700, and -800 model aircraft. Upon execution of Supplemental Agreement No. 17 to the Purchase Agreement, all 737-900ER options are cancelled, so all terms, conditions, and the attachment to the original revision of this Letter Agreement are deleted. The provisions of Article 3 of Aircraft General Terms Agreement Number AGTA-DAL between Boeing and Customer dated as of October 21, 1997 (AGTA-DAL) related to options and rolling options for 737-600, -700, -800, and -900ER model aircraft provided thereunder are deleted and of no further force or effect. Concurrently with the execution of Supplemental Agreement No. 17 the parties agree to execute a letter agreement to conform the AGTA-DAL documentation to reflect the amendments made by this Letter Agreement.
Appears in 1 contract
Confidential Treatment. Customer understands that Boeing considers certain commercial and financial information contained in this Letter Agreement is considered by Boeing as confidential. Each of Customer confidential and Boeing agree that has value precisely because it will treat this Letter Agreement and the information contained herein as confidentialis not available generally to other parties. Customer agrees to limit the disclosure of the contents of this Letter Agreement to (a) its directors and officers, (b) employees of Customer with a need to know the contents for performing its obligations (including, without limitation, those employees performing accounting, finance, administration and other functions necessary to finance and purchase, deliver or lease the Aircraft) and who understand that they are not to disclose its content contents to any other person or entity (other than those to whom disclosure is permitted by this Article) BOEING PROPRIETARY without the prior written consent of Boeing and (c) any auditors and attorneys of Customer who have a need to know such information and have signed a confidentiality agreement in the same form and substance similar to this Article, or are otherwise bound by a confidentiality obligation. Disclosure to other parties is not permitted without Boeing. Notwithstanding the forgoing, Customer ’s consent except as may disclose this Letter Agreement and the terms and conditions herein to its parent company, FedEx Corporation, to the Board of Directors of its parent corporation, FedEx Corporation, to its professional advisors under a duty of confidentiality with respect hereto, and as be required by lawapplicable law or governmental regulations. Customer shall be fully responsible to Boeing for compliance with such obligations. Very truly yours, THE BOEING COMPANY By /s/ XXXXXX X. XXXX Xxxxx X Xxxxxxx Its Attorney-In-Fact ACCEPTED AND AGREED TO this Date: December 1413, 2011 Federal Express Corporation 0000 XXXXXXXXX XXXXXXXX CO. By /s/ XXXXXXX X. XXXX Xxxxxxx Van de Ven Its Vice President Attachments A and B EVP & Chief Operating Officer SWA-PA-03729-LA-1106477 *** Page 10 BOEING PROPRIETARY Attachment A to Letter Agreement FEDA: *** *** Year 1: Year 2: Year 3: Year 4: Year 5: *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** SWA-PA-03712PA-03729-LA-1106152 [ LA-1106477 *** ] * Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. XXX-XX-00000-XX-0000000 Xxxxxxxxxx A December 12, 2011 Page 1 11 BOEING PROPRIETARY Attachment B to Letter Agreement FED-PA-03712-LA-1106152 [ B: *** ] * Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. XXX-XX-00000-XX-0000000 Xxxxxxxxxx B December 12, 2011 Page 1 BOEING PROPRIETARY The Boeing Company X.X. Xxx 0000 Xxxxxxx, XX 00000-0000 FED-PA-03712-LA-1106153 Federal Express Corporation 0000 Xxxxx Xxxxx Xxxx Xxxxxxx XX 00000 Subject: Liquidated Damages – Non-Excusable Delay Reference: Purchase Agreement No. 3712 (Purchase Agreement) between The Boeing Company (Boeing) and Federal Express Corporation (Customer) relating to Model 767-3S2F aircraft (Aircraft) This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement.***
Appears in 1 contract
Samples: Aircraft General Terms Agreement (Southwest Airlines Co)
Confidential Treatment. Customer understands and agrees that Boeing considers certain commercial and financial information contained in this Letter Agreement as confidential. Each of Customer and Boeing agree that it will treat this Letter Agreement and the information contained herein as confidentialrepresents confidential business information of Boeing and has value precisely because it is not available generally or to other parties. Customer agrees to limit the disclosure of the its contents of this Letter Agreement to (a) its directors and officers, (b) employees of Customer with a need to know the contents for performing its obligations (including, without limitation, those employees performing accounting, finance, administration and other functions necessary to finance and purchase, deliver or lease the Aircraft) and who understand that they are not * Confidential material omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. BOEING PROPRIETARY to disclose its content contents to any other person or entity (other than those to whom disclosure is permitted by this paragraph 6), without the prior written consent of BoeingBoeing and (c) any auditors, financial advisors, attorneys and independent contractors of Customer who have a need to know such information and have signed a confidentiality agreement in the same form and substance similar to this paragraph 6. Notwithstanding the forgoing, Customer may disclose this Letter Agreement and the terms and conditions herein shall be fully responsible to its parent company, FedEx Corporation, to the Board of Directors of its parent corporation, FedEx Corporation, to its professional advisors under a duty of confidentiality Boeing for compliance with respect hereto, and as required by lawsuch obligations. Very truly yours, THE BOEING COMPANY By /s/ XXXXXX X. XXXX Xxxxxxx Xxxxxxxx Its Attorney-Inin-Fact fact ACCEPTED AND AGREED TO this Date: December 14August 6, 2011 Federal Express Corporation 2018 AIR LEASE CORPORATION By /s/ XXXXXXX Xxxx X. XXXX Xxxxxxx Its Vice CEO & President Attachments A * Confidential material omitted and B BOEING PROPRIETARY Attachment A to Letter Agreement FED-PA-03712-LA-1106152 [ * ] * Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amendeda request for confidential treatment. XXXH HAZ-XX-00000PA-03791-XX-0000000 Xxxxxxxxxx A December 12, 2011 Page 1 LA-1805016 SA-18 BOEING PROPRIETARY Enclosure 11 Attachment B A to Letter Agreement FEDHAZ-PA-03712PA-03791-LA-1106152 [ * LA-18005016 [*] [*] * Blank spaces contained confidential information which has been Confidential material omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under a request for confidential treatment. H HAZ-PA-03791-LA-1805016 SA-18 BOEING PROPRIETARY Enclosure 11 Attachment B to Letter Agreement HAZ-PA-03791-LA-18005016 [*] [*] [*] [*] [*] [*] * Confidential material omitted and filed separately with the Securities and Exchange Act of 1934, as amendedCommission pursuant to a request for confidential treatment. XXXH HAZ-XX-00000PA-03791-XX-0000000 Xxxxxxxxxx B December 12, 2011 Page 1 LA-1805016 SA-18 BOEING PROPRIETARY The Boeing Company X.X. Xxx 0000 Xxxxxxx, XX 00000-0000 FEDHAZ-PA-03712PA-03791-LA-1106153 Federal Express LA-1208079R2 Air Lease Corporation 0000 Xxxxxx xx xxx Xxxxx, Xxxxx Xxxxx Xxxx Xxxxxxx 0000X Xxx Xxxxxxx, XX 00000 Subject: Liquidated Damages – Non-Excusable Delay [*] Reference: Purchase Agreement No. 3712 PA-03791 (Purchase Agreement) between The Boeing Company (Boeing) and Federal Express Air Lease Corporation (Customer) relating to Model 767737-3S2F 7, 737-8 and 737-9 aircraft (Aircraft) This letter agreement (Letter Agreement) cancels and supersedes all previous versions with an acceptance date prior to the acceptance date indicated below and amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement.
Appears in 1 contract
Samples: Table 1a (Air Lease Corp)
Confidential Treatment. Customer understands and agrees that Boeing considers certain commercial and financial information contained in this Letter Agreement as confidential. Each of Customer and Boeing agree that it will treat this Letter Agreement and the information contained herein as confidentialrepresents confidential business information of Boeing and has value precisely because it is not available generally or to other parties. Customer agrees to limit the disclosure of the its contents of this Letter Agreement to (a) its directors and officers, (b) employees of Customer with a need to know the contents for performing its obligations (including, without limitation, those employees performing accounting, finance, administration and other functions necessary to finance and purchase, deliver or lease the Aircraft) and who understand that they are not to disclose its content contents to any other person or entity (other than those to whom disclosure is permitted by this paragraph 9), without the prior written consent of BoeingBoeing and (c) any auditors, financial advisors, attorneys and independent contractors of Customer who have a need to know such information and have signed a confidentiality agreement in the same form and substance similar to this paragraph 9. Notwithstanding Customer shall be fully responsible to Boeing for compliance with such obligations. * Confidential material omitted and filed separately with the forgoing, Customer may disclose this Letter Agreement Securities and the terms and conditions herein Exchange Commission pursuant to its parent company, FedEx Corporation, to the Board of Directors of its parent corporation, FedEx Corporation, to its professional advisors under a duty of confidentiality with respect hereto, and as required by lawrequest for confidential treatment. HAZ-PA-03658-LA-1104684R4 SA-7 Leasing Matters Page 5 BOEING PROPRIETARY Very truly yours, THE BOEING COMPANY By /s/ XXXXXX Xxx X. XXXX Xxxxxxxxx Its Attorney-In-Fact ACCEPTED AND AGREED TO this Date: December 14July 11, 2011 Federal Express Corporation 2014 AIR LEASE CORPORATION By /s/ XXXXXXX Xxxxxx X. XXXX Udvar-Házy Its Vice President Attachments A and B Chairman & CEO HAZ-PA-03658-LA-1104684R4 SA-7 Leasing Matters Page 6 BOEING PROPRIETARY ATTACHMENT A EXPLANATION & INSTRUCTIONS: A sample form of Partial Assignment follows as Attachment A. For the avoidance of doubt, the form in Attachment A will be subject to Letter Agreement FED-PA-03712-LA-1106152 [ * ] * Blank spaces contained confidential information negotiation and changes which has been filed separately with are required by the Securities parties thereto. A Partial Assignment of Rights agreement must be executed prior to the provision of the training, services and Exchange Commission Materials described in the applicable Supplemental Exhibit CS1 (Customer Support Document) to the Purchase Agreement. The agreed form of Partial Assignment should assign only rights described in such document and should not assign warranty or other rights under the Purchase Agreement, which are reserved until delivery and may be assigned at that time pursuant to Rule 24b-2 under the Securities Exchange Act an agreed form of 1934, as amendedassignment agreement. XXXHAZ-XX-00000PA-03658-XX-0000000 Xxxxxxxxxx LA-1104684R4 SA-7 Leasing Matters Attachment A December 12, 2011 Page 1 BOEING PROPRIETARY Attachment B to Letter Agreement FED-PA-03712-LA-1106152 [ * ] * Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. XXX-XX-00000-XX-0000000 Xxxxxxxxxx B December 12, 2011 Page 1 BOEING PROPRIETARY The Boeing Company Commercial Airplanes X.X. Xxx 0000 Xxxxxxx, XX Xxxxxxxxxx 00000-0000 FEDAttention: Vice President - Contracts Mail Stop 75-PA-03712-LA-1106153 Federal Express Corporation 0000 Xxxxx Xxxxx Xxxx Xxxxxxx XX 00000 38 Subject: Liquidated Damages – NonPartial Assignment of Rights - Air Lease Corporation as Lessor and ________________________ as Lessee of Model 777-Excusable Delay Reference300ER Aircraft (Partial Assignment) Gentlemen: Purchase Agreement No. 3712 (Purchase Agreement) between The Boeing Company (Boeing) and Federal Express In connection with the lease by Air Lease Corporation (Customer) relating to Model 767-3S2F ________________________ (Lessee) of a Boeing aircraft (Aircraft) This letter agreement (Letter Agreement) amends and supplements more fully described below), reference is made to the Purchase Agreement. All terms used but not defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement.following documents:
Appears in 1 contract
Samples: Letter Agreement (Air Lease Corp)
Confidential Treatment. Customer understands that Boeing considers certain commercial and financial information contained in this Letter Agreement as confidential. Each of Customer and Boeing agree that it will treat this Letter Agreement and the The information contained herein as confidentialrepresents confidential business information and has value precisely because it is not available generally or to other parties. Customer agrees to will limit the disclosure of the its contents of this Letter Agreement to employees of Customer with a need to know the contents for purposes of helping Customer perform its obligations under the Purchase Agreement and who understand that they are not to disclose its content contents to any other person or entity without the prior written consent of Boeing. Notwithstanding the forgoing, Customer may disclose this Letter Agreement and Subject to the terms and conditions of Letter Agreement 6-1162-TRW-0673R1 entitled “Confidentiality”, either party may disclose the information contained herein to its parent company, FedEx Corporation, without the consent of the other party when and to the Board of Directors of its parent corporation, FedEx Corporation, to its professional advisors under a duty of confidentiality with respect hereto, and as extent required by lawany law applicable to such party or by a Governmental Authority. Very truly yours, THE BOEING COMPANY By By: /s/ XXXXXX X. XXXX Its The Boeing Company Its: Attorney-In-Fact AAL-PA-03219-LA-1802262R1 SA-12 [****] Page 3 of 6 BOEING PROPRIETARY [****]=[CONFIDENTIAL PORTION HAS BEEN OMITTED BECAUSE IT (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED] ACCEPTED AND AGREED TO this Date: December 14May 29, 2011 Federal Express Corporation By 2019 AMERICAN AIRLINES, INC. By: /s/ XXXXXXX X. XXXX Its Vice President Attachments A and B American Airlines, Inc. Its: MD Fleet AAL-PA-03219-LA-1802262R1 SA-12 [****] Page 4 of 6 BOEING PROPRIETARY [****]=[CONFIDENTIAL PORTION HAS BEEN OMITTED BECAUSE IT (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED] Attachment A to Letter Agreement FEDAirframe Price, Optional Features Prices, and Aircraft Basic Price for the 787-PA-037128 AAL-LA-1106152 [ * PA-03219-LA-1802262R1 SA-12 [****] * Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act Page 5 of 1934, as amended. XXX-XX-00000-XX-0000000 Xxxxxxxxxx A December 12, 2011 Page 1 6 BOEING PROPRIETARY [****]=[CONFIDENTIAL PORTION HAS BEEN OMITTED BECAUSE IT (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED] Attachment B to To Letter Agreement FED-PA-03712-LA-1106152 [ * ] * Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. XXX-XX-00000-XX-0000000 Xxxxxxxxxx B December 12, 2011 Page 1 BOEING PROPRIETARY The Boeing Company X.X. Xxx 0000 Xxxxxxx, XX 00000-0000 FED-PA-03712-LA-1106153 Federal Express Corporation 0000 Xxxxx Xxxxx Xxxx Xxxxxxx XX 00000 Subject: Liquidated Damages – Non-Excusable Delay Reference: Purchase Agreement No. 3712 AAL-03219-LA-1802262R1 [****] Aircraft Delivery, Description, Price and Advance Payments Airframe Model/MTOW: 787-8 [****] pounds Detail Specification: [****] Engine Model/Thrust: GENX-1B70 [****] pounds Airframe Price Base Year/Escalation Formula: [****] [****] Airframe Price: $[****] Engine Price Base Year/Escalation Formula: [****] [****] Optional Features: $[****] Sub-Total of Airframe and Features: $[****] Airframe Escalation Data: Engine Price (Purchase AgreementPer Aircraft): $[****] Base Year Index (ECI): [****] Aircraft Basic Price (Excluding BFE/SPE): $[****] Base Year Index (CPI): [****] Buyer Furnished Equipment (BFE) between The Estimate: $[****] Engine Escalation Data: //Seller Purchased Equipment (SPE)/In-Flight Ent $[****] Base Year Index (ECI): [****] LIFT Seats Provided by Boeing Company (BoeingEstimate): $[****] Base Year Index (CPI): [****] Non-Refundable Deposit/Aircraft at Def Agreemt: $[****] Delivery Date Number of Aircraft Escalation Factor(Airframe) and Federal Express Corporation Escalation Factor(Engine) Escalation Estimate Adv Payment BasePrice Per A/P Advance Payment Per Aircraft (CustomerAmts. Due/Mos. Prior to Delivery): At Signing[****] [****] [****] Total [****] [****] [****] [****] [****] $[****] $[****] $[****] $[****] $[****] [****] [****] [****] [****] $[****] $[****] $[****] $[****] $[****] [****] [****] [****] [****] $[****] $[****] $[****] $[****] $[****] [****] [****] [****] [****] $[****] $[****] $[****] $[****] $[****] [****] [****] [****] [****] $[****] $[****] $[****] $[****] $[****] [****] [****] [****] [****] $[****] $[****] $[****] $[****] $[****] [****] [****] [****] [****] $[****] $[****] $[****] $[****] $[****] [****] [****] [****] [****] $[****] $[****] $[****] $[****] $[****] [****] [****] [****] [****] $[****] $[****] $[****] $[****] $[****] [****] [****] [****] [****] $[****] $[****] $[****] $[****] $[****] SA-12 AAL-PA-03219-LA-1802262R1 113461-1O.txt Boeing Proprietary Page 1 [****]=[CONFIDENTIAL PORTION HAS BEEN OMITTED BECAUSE IT (I) relating to Model 767-3S2F aircraft IS NOT MATERIAL AND (AircraftII) This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used but not defined in this WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED] Attachment B To Letter Agreement shall have the same meaning as in the Purchase Agreement.No. AAL-03219-LA-1802262R1 [****] Aircraft Delivery, Description, Price and Advance Payments Delivery Date Number of Aircraft Escalation Factor(Airframe) Escalation Factor(Engine) Escalation Estimate Adv Payment BasePrice Per A/P Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery): [****] [****] [****] Total [****] [****] [****] [****] [****] $[****] $[****] $[****] $[****] $[****] [****] [****] [****] [****] $[****] $[****] $[****] $[****] $[****] [****] [****] [****] [****] $[****] $[****] $[****] $[****] $[****] [****] [****] [****] [****] $[****] $[****] $[****] $[****] $[****] Total: 14 Note: Each [****]: [****] = [****],[****] = [****],[****] = [****],[****] = [****] SA-12 AAL-PA-03219-LA-1802262R1 113461-1O.txt Boeing Proprietary Page 2
Appears in 1 contract
Confidential Treatment. Boeing and Customer understands understand that Boeing considers certain commercial and financial information contained in this Letter Agreement as is considered to be confidential. Each of Customer and Boeing The parties agree that it they will treat this Letter Agreement and the information contained herein as confidential. Customer agrees to limit confidential and will not, without the disclosure prior written consent of the contents of other party, disclose this Letter Agreement to employees of Customer with a need to know and who understand that they are not to disclose its content or any information contained herein to any other person or entity without except, (1) to those of their respective legal counsel, auditors, accountants, insurance brokers and other advisers who have a need to know the prior information for purposes of interpreting Customer's rights or interpreting or performing Customer's obligations under the Purchase Agreement, subject to such parties' written consent agreements that they will treat the information as confidential, (2) to a bank for the sole purpose of Boeing. Notwithstanding financing of the forgoingpurchase of such Aircraft and subject to such bank's written agreement that it will treat the information as confidential, Customer may disclose this Letter Agreement and the terms and conditions herein to its parent company, FedEx Corporation, to the Board of Directors of its parent corporation, FedEx Corporation, to its professional advisors under a duty of confidentiality with respect hereto, and (3) as required by the rules of any stock market applicable to the parties on condition that the party wishing to make such disclosure BOEING PROPRIETARY ""[***]" This information is subject to confidential treatment and has been omitted and filed separately with the commission" shall first use reasonable efforts to seek relief from the risk of disclosure to competitors or others with whom either of the parties has business relations of information which might be detrimental to the interest of either of the parties, or (4) as may be required by applicable law. Very truly yours, THE BOEING COMPANY By /s/ XXXXXX X. XXXX Its Attorney-In-Fact ACCEPTED AND AGREED TO this Date: December 14, 2011 Federal Express Corporation XIAMEN AIRLINES By /s/ XXXXXXX X. XXXX Its Vice President Attachments A and B Attachment XIA-PA-03807-LA-1301962 BOEING PROPRIETARY Attachment A ""[***]" This information is subject to Letter Agreement FED-PA-03712-LA-1106152 [ * ] * Blank spaces contained confidential information which treatment and has been omitted and filed separately with the Securities and Exchange Commission pursuant commission" Attachment to Rule 24b-2 under the Securities Exchange Act of 1934, as amendedLetter Agreement Nx. XXX-XX-00000-XX-0000000 Xxxxxxxxxx A December 12, 2011 Page [***] MODEL 737-8 PERFORMANCE GUARANTEES FOR XIAMEN AIRLINES SECTION CONTENTS 1 AIRCRAFT MODEL APPLICABILITY 2 FLIGHT PERFORMANCE 3 AIRCRAFT CONFIGURATION 4 GUARANTEE CONDITIONS 5 GUARANTEE COMPLIANCE 6 EXCLUSIVE GUARANTEES P.A. No. 03807 [***] [***] BOEING PROPRIETARY Attachment B ""[***]" This information is subject to Letter Agreement FED-PA-03712-LA-1106152 [ * ] * Blank spaces contained confidential information which treatment and has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. XXX-XX-00000-XX-0000000 Xxxxxxxxxx B December 12, 2011 Page 1 BOEING PROPRIETARY The Boeing Company X.X. Xxx 0000 Xxxxxxx, XX 00000-0000 FED-PA-03712-LA-1106153 Federal Express Corporation 0000 Xxxxx Xxxxx Xxxx Xxxxxxx XX 00000 Subject: Liquidated Damages – Non-Excusable Delay Reference: Purchase Agreement No. 3712 (Purchase Agreement) between The Boeing Company (Boeing) and Federal Express Corporation (Customer) relating to Model 767-3S2F aircraft (Aircraft) This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement.commission"
Appears in 1 contract
Confidential Treatment. Customer understands that Boeing considers certain commercial and financial information contained in this Letter Agreement as confidential. Each of Customer and Boeing agree that it will treat this Letter Agreement and the The information contained herein as confidentialrepresents confidential business information and has value precisely because it is not available generally or to other 6-1162-RLL-2234R10 Special Matters SA-17 LA Page 4 BOEING PROPRIETARY [***] Confidential portion omitted and filed separately with the Commission Pursuant to a Request for Confidential Treatment. Customer agrees to parties. Each party will limit the disclosure of the its contents of this Letter Agreement to its employees of Customer with a need to know the contents for purposes of helping it perform its obligations under the Purchase Agreement and who understand that they are not to disclose its content contents to any other person or entity without the prior written consent of Boeingthe other party. Notwithstanding the forgoingforegoing, Customer either party may disclose this Letter Agreement (i) for the purpose of regulatory requirements, including without limitation registrations and the terms and conditions herein to its parent companyfilings pursuant thereto, FedEx Corporation, to the Board of Directors of its parent corporation, FedEx Corporation, to its professional advisors under a duty of confidentiality with respect hereto, and or as otherwise required by law, provided that the disclosing party makes commercially reasonable efforts to notify the non-disclosing party in advance of such disclosure and considers in good faith all limitations on such disclosure requested by the non-disclosing party; (ii) for the purpose of disclosure to its auditors and its legal advisors on a need to know basis who themselves agree not to further disclose such information; and (iii) to the extent such information is publicly available other than as a result of the disclosure by or on behalf of such party. Very truly yours, THE BOEING COMPANY By By: /s/ XXXXXX X. XXXX Its Attorney-In-Xxxx Xxxxxxxxxxx Its: Attorney in Fact ACCEPTED AND AGREED TO this TO: Date: December 1416, 2011 Federal Express Corporation By 2015 DELTA AIR LINES, INC. By: /s/ XXXXXXX Xxxxxxx X. XXXX Its Vice President Attachments A and B May Its: SVP- Supply Chain Management 6-1162-RLL-2234R10 Special Matters SA-17 LA Page 5 BOEING PROPRIETARY Attachment A to Letter Agreement FED-PA-03712-LA-1106152 [ * [***] * Blank spaces contained confidential information which has been Confidential portion omitted and filed separately with the Securities and Exchange Commission pursuant Pursuant to Rule 24b-2 under the Securities Exchange Act of 1934a Request for Confidential Treatment. DAL-PA-02022-LA-1104482R1 Delta Air Lines, as amended. XXX-XX-00000-XX-0000000 Xxxxxxxxxx A December 12, 2011 Page 1 BOEING PROPRIETARY Attachment B to Letter Agreement FED-PA-03712-LA-1106152 [ * ] * Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. XXX-XX-00000-XX-0000000 Xxxxxxxxxx B December 12, 2011 Page 1 BOEING PROPRIETARY The Boeing Company X.X. Inc. XX Xxx 0000 Xxxxxxx, 00000 Xxxxxxx XX 00000-0000 FED-PA-03712-LA-1106153 Federal Express Corporation 0000 Xxxxx Xxxxx Xxxx Xxxxxxx XX 00000 Subject: Liquidated Damages – Non-Excusable Delay [***] Reference: Purchase Agreement No. 3712 PA-02022 (Purchase Agreement) between The Boeing Company (Boeing) and Federal Express Corporation Delta Air Lines, Inc. (Customer) relating to Model 767737-3S2F 900ER aircraft with Winglets (Aircraft) This letter agreement (Letter Agreement) revises and supersedes DAL-PA-02022-LA-1104482 and amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement. The parties hereto agree as follows with respect to Covered Aircraft (as defined below) performance retention.
Appears in 1 contract
Confidential Treatment. Customer understands that Boeing considers certain commercial and financial information contained in this Letter Agreement as confidential. Each of Customer and Boeing agree that it will treat this Letter Agreement and the The information contained herein as confidentialrepresents confidential business information and has value precisely because it is not available generally or to other parties. Customer agrees to Each party will limit the disclosure of the its contents of this Letter Agreement to its employees of Customer with a need to know the contents for purposes of helping it perform its obligations under the Purchase Agreement and who understand that they are not to disclose its content contents to any other person or entity without the prior written consent of Boeingthe other party. Notwithstanding the forgoingforegoing, Customer either party may disclose this Letter Agreement (i) for the purpose of regulatory requirements, including without limitation registrations and the terms and conditions herein to its parent companyfilings pursuant thereto, FedEx Corporation, to the Board of Directors of its parent corporation, FedEx Corporation, to its professional advisors under a duty of confidentiality with respect hereto, and or as otherwise required by law, provided that the disclosing party makes commercially reasonable efforts to notify the non-disclosing party in advance of such disclosure and considers in good faith all limitations on such disclosure requested by the non-disclosing party; (ii) for the purpose of disclosure to its auditors and its legal advisors on a need to know basis who themselves agree not to further disclose such information; and (iii) to the extent such information is publicly available other than as a result of the disclosure by or on behalf of such party. DAL-PA-2022-LA-1104482R1 [***] SA-17 LA Page 2 BOEING PROPRIETARY [***] Confidential portion omitted and filed separately with the Commission Pursuant to a Request for Confidential Treatment. If the foregoing correctly sets forth your understanding of our agreement with respect to the matters treated above, please indicate your acceptance and approval below. Very truly yours, THE BOEING COMPANY By /s/ XXXXXX X. XXXX /s/Xxxx Xxxxxxxxxxx Xxxx Xxxxxxxxxxx Its Attorney-In-Fact ACCEPTED AND AGREED TO this Date: December 1416, 2011 Federal Express Corporation 2015 DELTA AIR LINES, INC. By /s/ XXXXXXX Xxxxxxx X. XXXX May Its Vice President Attachments A and B SVP - Supply Chain Management DAL-PA-2022-LA-1104482R1 [***] SA-17 LA Page 3 BOEING PROPRIETARY Attachment A to Letter Agreement FED-PA-03712-LA-1106152 [ * [***] * Blank spaces contained confidential information which has been Confidential portion omitted and filed separately with the Securities and Exchange Commission pursuant Pursuant to Rule 24b-2 under the Securities Exchange Act of 1934a Request for Confidential Treatment. DAL-PA-02022-LA-1104487R1 Delta Air Lines, as amended. XXX-XX-00000-XX-0000000 Xxxxxxxxxx A December 12, 2011 Page 1 BOEING PROPRIETARY Attachment B to Letter Agreement FED-PA-03712-LA-1106152 [ * ] * Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. XXX-XX-00000-XX-0000000 Xxxxxxxxxx B December 12, 2011 Page 1 BOEING PROPRIETARY The Boeing Company X.X. Inc. XX Xxx 0000 Xxxxxxx, 00000 Xxxxxxx XX 00000-0000 FED-PA-03712-LA-1106153 Federal Express Corporation 0000 Xxxxx Xxxxx Xxxx Xxxxxxx XX 00000 Subject: Liquidated Damages – Non-Excusable Delay [***] Reference: Purchase Agreement No. 3712 PA-02022 (Purchase Agreement) between The Boeing Company (Boeing) and Federal Express Corporation Delta Air Lines, Inc. (Customer) relating to Model 767737-3S2F 900ER aircraft (Aircraft) This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement.. [***] [***]
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Confidential Treatment. Customer understands and agrees that Boeing considers certain commercial and financial information contained in this Letter Agreement as confidential. Each of Customer and Boeing agree that it will treat this Letter Agreement and the information contained herein as confidentialrepresents confidential business information of Boeing and has value precisely because it is not available generally or to other parties. Customer agrees to limit the disclosure of the its contents of this Letter Agreement to (a) its directors and officers, (b) employees of Customer with a need to know the contents for performing its * Confidential material omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. BOEING PROPRIETARY obligations (including, without limitation, those employees performing accounting, finance, administration and other functions necessary to finance and purchase, deliver or lease the Aircraft) and who understand that they are not to disclose its content contents to any other person or entity (other than those to whom disclosure is permitted by this paragraph 7), without the prior written consent of BoeingBoeing and (c) any auditors, financial advisors, attorneys and independent contractors of Customer who have a need to know such information and have signed a confidentiality agreement in the same form and substance similar to this paragraph 7. Notwithstanding the forgoing, Customer may disclose this Letter Agreement and the terms and conditions herein shall be fully responsible to its parent company, FedEx Corporation, to the Board of Directors of its parent corporation, FedEx Corporation, to its professional advisors under a duty of confidentiality Boeing for compliance with respect hereto, and as required by lawsuch obligations. Very truly yours, THE BOEING COMPANY By /s/ XXXXXX Xxxxx X. XXXX Xxxxxxxxx Its Attorney-Inin-Fact fact ACCEPTED AND AGREED TO this Date: December 145, 2011 Federal Express Corporation 2016 AIR LEASE CORPORATION By /s/ XXXXXXX X. XXXX Xxxxx Xxxx Its Executive Vice President Attachments A and B BOEING PROPRIETARY Attachment A to Letter Agreement FEDHAZ-PA-03712PA-03659-LA-1106152 [ * LA-1301082R1 [*] * Blank spaces contained confidential information which has been Confidential material omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amendeda request for confidential treatment. XXX-XX-00000-XX-0000000 Xxxxxxxxxx Attachment A December 12, 2011 Page 1 BOEING PROPRIETARY Enclosure 14 Attachment B to Letter Agreement FEDHAZ-PA-03712PA-03659-LA-1106152 [ * LA-1301082R1 [*] * Blank spaces contained confidential information which has been Confidential material omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amendeda request for confidential treatment. XXX-XX-00000-XX-0000000 Xxxxxxxxxx Attachment B December 12, 2011 Page 1 BOEING PROPRIETARY Enclosure 15 The Boeing Company X.X. Xxx 0000 Xxxxxxx, XX 00000-0000 FEDHAZ-PA-03712PA-03659-LA-1106153 Federal Express LA-1601083 Air Lease Corporation 0000 Xxxxxx xx xxx Xxxxx, Xxxxx Xxxxx Xxxx Xxxxxxx 0000X Xxx Xxxxxxx, XX 00000 Subject: Liquidated Damages – NonSpecial Matters Relating to In-Excusable Delay Seat IFE Video Equipment [*] Reference: 1. Purchase Agreement No. 3712 PA-03659 (Purchase Agreement) between The Boeing Company (Boeing) and Federal Express Air Lease Corporation (Customer) relating to Model 767-3S2F 787 aircraft (Aircraft) This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement.)
Appears in 1 contract
Samples: Letter Agreement (Air Lease Corp)
Confidential Treatment. Customer understands that Boeing considers certain commercial and financial information contained in this Letter Agreement as confidential. Each of Customer and Boeing agree that it will treat this Letter Agreement and the The information contained herein as confidentialrepresents confidential business information and has value precisely because it is not available generally or to other parties. Customer agrees to Each party will limit the disclosure of the its contents of this Letter Agreement to its employees of Customer with a need to know the contents for purposes of helping it perform its obligations under the Purchase Agreement and who understand that they are not to disclose its content contents to any other person or entity without the prior written consent of Boeingthe other party. Notwithstanding the forgoingforegoing, Customer either party may disclose this Letter Agreement (i) for the purpose of regulatory requirements, including without limitation registrations and the terms and conditions herein to its parent companyfilings pursuant thereto, FedEx Corporation, to the Board of Directors of its parent corporation, FedEx Corporation, to its professional advisors under a duty of confidentiality with respect hereto, and or as otherwise required by law, provided that the disclosing party makes commercially reasonable efforts to notify the non-disclosing party in advance of such disclosure and considers in good faith all limitations on such disclosure requested by the non-disclosing party; (ii) for the purpose of disclosure to its auditors and its legal advisors on a need to know basis who themselves agree not to further disclose such information; and (iii) to the extent such information is publicly available other than as a result of the disclosure by or on behalf of such party. Very truly yours, THE Open Configuration Matters DAL-PA-04696-LA-1705300 Page 2 BOEING COMPANY By /s/ XXXXXX X. XXXX Its Attorney-In-Fact PROPRIETARY ACCEPTED AND AGREED TO this Date: December 14July 18, 2011 Federal Express Corporation By 2022 DELTA AIR LINES, INC. THE BOEING COMPANY By: /s/ XXXXXXX Xxxxxxxx X. XXXX Its Xxxx By: /s/ Xxxxx Xxxxxxx Name: Xxxxxxxx X. Xxxx Name: Xxxxx Xxxxxxx Title: Senior Vice President Attachments A and B BOEING PROPRIETARY Attachment A to Letter Agreement FEDFleet & TechOps Supply Chain Title: Attorney-PA-03712In-LA-1106152 [ * ] * Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. XXXFact Open Configuration Matters DAL-XX-00000PA-04696-XX-0000000 Xxxxxxxxxx A December 12, 2011 LA-1705300 Page 1 BOEING PROPRIETARY Attachment B to Letter Agreement FED-PA-03712-LA-1106152 [ * ] * Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. XXX-XX-00000-XX-0000000 Xxxxxxxxxx B December 12, 2011 Page 1 3 BOEING PROPRIETARY The Boeing Company X.X. Xxx 0000 Xxxxxxx, XX 0000000000 2207 DAL-0000 FEDPA-04696-PA-03712-LA-1106153 Federal Express Corporation LA-2200086 Delta Air Lines, Inc. Department 923 0000 Xxxxx Xxxxx Xxxx Xxxxxxx Xxxxxxxxx Xxxxxxx, XX 00000 Subject: Liquidated Damages – Non-Excusable Delay [***] Guarantees Reference: Purchase Agreement No. 3712 PA-04696 (Purchase Agreement) between The Boeing Company (Boeing) and Federal Express Corporation Delta Air Lines, Inc. (Customer) relating to Model 767737-3S2F 10 aircraft (Aircraft) This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement shall will have the same meaning as in the Purchase Agreement. Boeing agrees to provide Customer with the [***] guarantees in the Attachment to this Letter Agreement. These guarantees [***].
Appears in 1 contract
Confidential Treatment. Customer understands that Boeing considers certain commercial and financial information contained in this Letter Agreement as confidential. Each of Customer and Boeing agree that it will treat this Letter Agreement and the The information contained herein as confidentialrepresents confidential business information and has value precisely because it is not available generally or to other parties. Customer agrees to Each party will limit the disclosure of the its contents of this Letter Agreement to its employees of Customer with a need to know the contents for purposes of helping it perform its obligations under the Purchase Agreement and who understand that they are not to disclose its content contents to any other person or entity without the prior written consent of Boeingthe other party. Notwithstanding the forgoingforegoing, Customer either party may disclose this Letter Agreement (i) for the purpose of regulatory requirements, including without limitation registrations and the terms and conditions herein to its parent companyfilings pursuant thereto, FedEx Corporation, to the Board of Directors of its parent corporation, FedEx Corporation, to its professional advisors under a duty of confidentiality with respect hereto, and or as otherwise required by law, provided that the disclosing party makes commercially reasonable efforts to notify the non-disclosing party in advance of such disclosure and considers in good faith all limitations on such disclosure requested by the non-disclosing party; (ii) for the purpose of disclosure to its auditors and its legal advisors on a need to know basis who themselves agree not to further disclose such information; and (iii) to the extent such information is publicly available other than as a result of the disclosure by or on behalf of such party. Very truly yours, THE BOEING COMPANY By /s/ XXXXXX X. XXXX Xxxx Xxxxxxxxx Its Attorney-In-Fact ACCEPTED AND AGREED TO this Date: December 14August 24, 2011 Federal Express Corporation DELTA AIR LINES, INC. By /s/ XXXXXXX X. XXXX Xxxxxxxxx Xxxxxx Its Vice President Attachments A and B - Fleet Strategy & Transactions DAL-PA-02022-LA-1104483 August 24, 2011 [***] LA Page 4 BOEING PROPRIETARY Attachment A to Letter Agreement FED-PA-03712-LA-1106152 [ * [***] * Blank spaces contained confidential information which has Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amendedCommission. XXXAttachment A[***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] DAL-XX-00000PA-02022-XX-0000000 Xxxxxxxxxx A December 12LA-1104483 August 24, 2011 [***] LA Page 1 5 BOEING PROPRIETARY Attachment B to Letter Agreement FED-PA-03712-LA-1106152 [ * [***] * Blank spaces contained confidential information which has Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, Commission. Attachment B: [***] Boeing will [***] as amended. XXX-XX-00000-XX-0000000 Xxxxxxxxxx B December 12, 2011 Page 1 BOEING PROPRIETARY The Boeing Company X.X. Xxx 0000 Xxxxxxx, XX 00000-0000 FED-PA-03712-LA-1106153 Federal Express Corporation 0000 Xxxxx Xxxxx Xxxx Xxxxxxx XX 00000 Subject: Liquidated Damages – Non-Excusable Delay Reference: Purchase Agreement No. 3712 (Purchase Agreement) between The Boeing Company (Boeing) and Federal Express Corporation (Customer) relating to Model 767-3S2F aircraft (Aircraft) This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used but not defined described in this Letter Agreement shall have the same meaning as Attachment B [***] submitted in the Purchase Agreement.Attachment A, [***] reported in Attachment C and [***] reported in Attachment D.
Appears in 1 contract
Confidential Treatment. Customer understands that Boeing considers certain commercial and financial information contained in this Letter Agreement is considered by Boeing as confidential. Each of Customer and Boeing agree agrees that it will treat this Letter Agreement and the information contained herein as confidential. Customer agrees to limit the disclosure of the contents of this Letter Agreement to employees of Customer with a need to know confidential and who understand that they are not to disclose its content to any other person or entity will not, without the prior written consent of Boeing. Notwithstanding the forgoing, Customer may disclose this Letter Agreement and the terms and conditions or any information contained herein to any other person or entity. In the event that Customer in good faith concludes (based upon an opinion of counsel) that disclosure of information contained in this Letter Agreement may be required by applicable law or governmental regulations, Customer shall advise Boeing in writing prior to such disclosure, if possible, or, if [*] Escalation Alternatives BOEING PROPRIETARY Supplemental Agreement 2, Page 41 of 43 Atlas Air, Inc. 6-1162-ILK-0437 Page 4 not possible, then promptly upon receiving such order or upon identifying such need to comply, in order to enable Boeing to take whatever steps it deems necessary to protect its parent companyinterests in this regard, FedEx Corporationand Customer will, in any event, disclose only that portion of the information which it is legally required to disclose and Customer will use its reasonable endeavors to protect the confidentiality of such information to the Board of Directors of its parent corporationwidest extent possible in the circumstances. The parties acknowledge and agree that information contained in this Letter Agreement may be disclosed to Customer’s existing lenders (PDP Lenders) under the Facility Agreement dated January 30, FedEx Corporation2008 among Customer, to its professional advisors under a duty of confidentiality with respect heretoNorddeutsche Landesbank Girozentrale, and Bank of Utah, as required by lawsecurity trustee subject to the existing confidentiality agreement with the PDP Lender. Very truly yours, THE BOEING COMPANY By /s/ XXXXXX By: [*] Its: ATTORNEY IN FACT Accepted and agreed to this 1st day of March of 2010. ATLAS AIR, INC. By: Xx. Xxxxxxxx X. XXXX Its Attorney-In-Fact ACCEPTED AND AGREED TO this DateGibbons Its: December 14Vice President, 2011 Federal Express Corporation By /s/ XXXXXXX X. XXXX Its Vice President Attachments A and B Procurement P.A. No. 3134 [*] Escalation Alternatives BOEING PROPRIETARY Supplemental Agreement 2, Page 42 of 43 Atlas Air, Inc. Attachment A 1 to Letter Agreement FED6-PA-037121162-LA-1106152 [ * ] * Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. XXX-XX-00000-XX-0000000 Xxxxxxxxxx A December 12, 2011 ILK-0437 Page 1 of 1 Attachment 1: [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] P.A. No. 3134 [*] Escalation Alternatives BOEING PROPRIETARY Attachment B to Letter Agreement FED-PA-03712-LA-1106152 [ * ] * Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. XXX-XX-00000-XX-0000000 Xxxxxxxxxx B December 12, 2011 Page 1 BOEING PROPRIETARY The Boeing Company X.X. Xxx 0000 Xxxxxxx, XX 00000-0000 FED-PA-03712-LA-1106153 Federal Express Corporation 0000 Xxxxx Xxxxx Xxxx Xxxxxxx XX 00000 Subject: Liquidated Damages – Non-Excusable Delay Reference: Purchase Agreement No. 3712 (Purchase Agreement) between The Boeing Company (Boeing) and Federal Express Corporation (Customer) relating to Model 767-3S2F aircraft (Aircraft) This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement.[*]
Appears in 1 contract
Samples: Letter Agreement (Atlas Air Worldwide Holdings Inc)
Confidential Treatment. Customer Buyer understands that Boeing considers certain commercial and financial information contained in this Letter Agreement is considered by Boeing as confidentialconfidential and has value precisely because it is not available generally to other parties. Each of Customer and Boeing agree that it will treat this Letter Agreement and the information contained herein as confidential. Customer Buyer agrees to limit the disclosure of the contents of this Letter Agreement to (a) its directors and officers, (b) employees of Customer Buyer with a need to know the contents for performing its obligations (including, without limitation, those employees performing accounting, finance, administration and other functions necessary to finance and purchase, deliver or lease the Aircraft) and who understand that they are not to disclose its content contents to any other person or entity (other than those to whom disclosure is permitted by this Section) without the prior written consent of Boeing and (c) any auditors and attorneys of Buyer who have a need to know such information and have signed a confidentiality agreement in the same form and substance similar to this Section, or are otherwise bound by a confidentiality obligation. Disclosure to other parties is not permitted without Boeing. Notwithstanding the forgoing, Customer ’s consent except as may disclose this Letter Agreement and the terms and conditions herein to its parent company, FedEx Corporation, to the Board of Directors of its parent corporation, FedEx Corporation, to its professional advisors under a duty of confidentiality with respect hereto, and as be required by lawapplicable law or governmental regulations. Buyer shall be fully responsible to Boeing for compliance with such obligations. Very truly yours, THE BOEING COMPANY By /s/ XXXXXX X. XXXX Xxxxx X Xxxxxxx Its Attorney-In-Fact ACCEPTED AND AGREED TO this Date: December 1413, 2011 Federal Express Corporation 0000 XXXXXXXXX XXXXXXXX CO. By /s/ XXXXXXX X. XXXX Xxxxxxx Van de Ven Its Vice President Attachments EVP & Chief Operating Officer *** P.A. No. 0000 XX-00 Xxxxxxxxxx A and B BOEING PROPRIETARY to SWA-PA-1810-LA1001315R1 Page 1 *** Letter Agmt SWA-PA-1810-LA-1001315R1; paragraph 3 No. Model Aircraft Block MSN’s Current Delivery Mo. Base Year *** 1 737-700 T-W-2b 36962 July-11 1999 *** 2 737-700 T-W-2b 36963 July-11 1999 *** 3 737-700 T-W-2b 36965 August-11 1999 *** 4 737-700 T-W-2b 36967 October-11 1999 *** 5 737-800 800LUV 36980 March-12 2011 6 737-800 800LUV 36983 April-12 2011 7 737-800 800LUV 36985 May-12 2011 8 737-800 800LUV 36987 May-12 2011 9 737-800 800LUV 36990 July-12 2011 10 737-800 800LUV 36992 August-12 2011 11 737-800 800LUV 36994 September-12 2011 12 737-800 800LUV 37003 November-12 2011 13 737-800 800LUV 37009 December-12 2011 14 737-800 800LUV January-13 2011 15 737-800 800LUV February-13 2011 16 737-800 800LUV April-13 2011 17 737-800 800LUV May-13 2011 18 737-800 800LUV July-13 2011 19 737-800 800LUV August-13 2011 20 737-800 800LUV August-13 2011 21 737-800 800LUV September-13 2011 22 737-800 800LUV September-13 2011 23 737-800 800LUV October-13 2011 24 737-800 800LUV October-13 2011 25 737-800 800LUV November-13 2011 26 737-800 800LUV November-13 2011 27 737-800 800LUV November-13 2011 28 737-800 800LUV December-13 2011 29 737-800 800LUV December-13 2011 30 737-800 800LUV January-14 2011 31 737-800 800LUV 36909 January-14 2011 32 737-700 700LUV February-14 2011 33 737-700 700LUV 36910 February-14 2011 34 737-700 700LUV 36927 March-14 2011 35 737-700 000XXX 00000 Xxxxx-00 2011 36 737-700 700LUV April-14 2011 37 737-700 000XXX 00000 Xxxxx-00 2011 38 737-700 700LUV May-14 2011 39 737-700 700LUV May-14 2011 40 737-700 700LUV 37019 August-14 2011 41 737-700 700LUV September-14 2011 42 737-700 700LUV September-14 2011 43 737-700 700LUV October-14 2011 44 737-700 000XXX 00000 Xxxxxxx-00 2011 45 737-700 700LUV November-14 2011 46 737-700 700LUV December-14 2011 47 737-700 700LUV 37037 December-14 2011 48 737-700 700LUV January-15 2011 Attachment A to Letter Agreement FEDSWA-PA-03712PA-1810-LA-1106152 [ * ] * Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. XXXLA1001315R1 49 737-XX-00000700 700LUV February-15 2011 50 737-XX-0000000 Xxxxxxxxxx A December 12, 700 700LUV March-15 2011 Page 1 BOEING PROPRIETARY Attachment B to Letter Agreement FED51 737-PA-03712700 700LUV April-15 2011 52 737-LA-1106152 [ * ] * Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. XXX700 700LUV May-15 2011 53 737-XX-00000700 700LUV June-15 2011 54 737-XX-0000000 Xxxxxxxxxx B December 12, 700 700LUV July-15 2011 Page 1 BOEING PROPRIETARY 55 737-700 700LUV August-15 2011 56 737-700 700LUV September-15 2011 57 737-700 700LUV November-15 2011 58 737-700 700LUV 36938 April-16 2011 59 737-700 700LUV 36939 May-16 2011 60 737-700 700LUV 36945 July-16 2011 61 737-700 700LUV 36977 September-16 2011 62 737-700 700LUV January-17 2011 63 737-700 700LUV February-17 2011 64 737-700 700LUV March-17 2011 65 737-700 700LUV April-17 2011 66 737-700 700LUV May-17 2011 67 737-700 700LUV June-17 2011 68 737-700 700LUV August-17 2011 69 737-700 700LUV September-17 2011 70 737-700 700LUV October-17 2011 71 737-700 700LUV November-17 2011 72 737-700 700LUV January-18 2011 73 737-700 700LUV February-18 2011 74 737-700 700LUV March-18 2011 75 737-700 700LUV April-18 2011 76 737-700 700LUV May-18 2011 77 737-700 700LUV June-18 2011 78 737-700 700LUV July-18 2011 79 737-700 700LUV August-18 2011 80 737-700 700LUV September-18 2011 81 737-700 700LUV October-18 2011 82 tbd 83 tbd 84 tbd 85 tbd 86 tbd 87 tbd 88 tbd 89 tbd 90 tbd The Boeing Company X.X. Xxx 0000 Xxxxxxx, XX 00000-0000 FEDSWA-PA-03712PA-1810-LA-1106153 Federal Express Corporation LA-1003498R1 Southwest Airlines Co. 0000 Xxxx Xxxxx Xxxxx Xxxx Xxxxxxx XX X.X. Xxx 00000 Xxxxxx, Xxxxx 00000 Subject: Liquidated Damages – Non-Excusable Delay *** Reference: Purchase Agreement No. 3712 1810 (Purchase Agreement) between The Boeing Company (Boeing) and Federal Express Corporation Southwest Airlines Co. (CustomerBuyer) relating to Model 767737-3S2F 8H4 aircraft (Aircraft) This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement. Boeing and Buyer wish to enter into an agreement pursuant to which each party will contribute equally *** the entry into service of the Aircraft as more specifically provided below.
Appears in 1 contract
Confidential Treatment. Customer understands and agrees that Boeing considers certain commercial and financial information contained in this Letter Agreement as confidential. Each of Customer and Boeing agree that it will treat this Letter Agreement and the information contained herein as confidentialrepresents confidential business information and has value precisely because it is not available generally or to other parties. Customer agrees to limit the disclosure of the its contents of this Letter Agreement to employees of Customer with a need to know the contents for purposes of helping Customer perform its obligations under the Purchase Agreement and who understand that they are not to disclose its content contents to any other person or entity without the prior written consent of Boeing. Notwithstanding * Indicates that certain information contained herein has been omitted and filed separately with the forgoing, Customer may disclose this Letter Agreement Securities and the terms and conditions herein to its parent company, FedEx Corporation, Exchange Commission. Confidential treatment has been requested with respect to the Board of Directors of its parent corporationomitted portions. ASA-PA-3866-LA-09443 October 10, FedEx Corporation, to its professional advisors under a duty of confidentiality with respect hereto, and as required by law. 2012 BOEING PROPRIETARY Very truly yours, THE BOEING COMPANY By /s/ XXXXXX X. XXXX Xxxxxx Xxxxx Its Attorney-In-Fact ACCEPTED AND AGREED TO this Date: December 14October 10, 2011 Federal Express Corporation 2012 ALASKA AIRLINES, INC. By /s/ XXXXXXX X. XXXX Xxxx Xxxxxxx Its Vice President Attachments A and B VP/Finance & Treasurer ASA-PA-3866-LA-09443 October 10, 2012 Agreement for [***] Page 4 BOEING PROPRIETARY Attachment A to Letter Agreement FEDA1 To ASA-PA-03712PA-3866-LA-1106152 [ * LA-09443 Page 1 [***] * Blank spaces Indicates that certain information contained confidential information which herein has been omitted and filed separately with the Securities and Exchange Commission pursuant Commission. Confidential treatment has been requested with respect to Rule 24b-2 under the Securities Exchange Act of 1934, as amendedomitted portions. XXXAERO-XX-00000B-XX-0000000 Xxxxxxxxxx A December 12, 2011 Page 1 BBA4-M12-0594 BOEING PROPRIETARY SS12-0309 Attachment B to Letter Agreement FEDA1 To ASA-PA-03712PA-3866-LA-1106152 [ * LA-09443 Page 2 [***] * Blank spaces Indicates that certain information contained confidential information which herein has been omitted and filed separately with the Securities and Exchange Commission pursuant Commission. Confidential treatment has been requested with respect to Rule 24b-2 under the omitted portions. AERO-B-BBA4-M12-0594 BOEING PROPRIETARY SS12-0309 Attachment A1 To ASA-PA-3866-LA-09443 Page 3 [***] * Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Act of 1934, as amendedCommission. XXXConfidential treatment has been requested with respect to the omitted portions. AERO-XX-00000B-XX-0000000 Xxxxxxxxxx B December 12, 2011 BBA4-M12-0594 BOEING PROPRIETARY SS12-0309 Attachment A1 To ASA-PA-3866-LA-09443 Page 4 [***] * Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. AERO-B-BBA4-M12-0594 BOEING PROPRIETARY SS12-0309 Attachment A1 To ASA-PA-3866-LA-09443 Page 5 [***] * Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. AERO-B-BBA4-M12-0594 BOEING PROPRIETARY SS12-0309 Attachment A1 To ASA-PA-3866-LA-09443 Page 6 [***] * Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. AERO-B-BBA4-M12-0594 BOEING PROPRIETARY SS12-0309 Attachment A1 To ASA-PA-3866-LA-09443 Page 7 [***] * Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. AERO-B-BBA4-M12-0594 BOEING PROPRIETARY SS12-0309 Attachment A1 To ASA-PA-3866-LA-09443 Page 8 [***] * Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. AERO-B-BBA4-M12-0594 BOEING PROPRIETARY SS12-0309 Attachment A2 to ASA-PA-3866-LA-09443 Page 1 [***] * Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. ASA-PBO-0000000X0 SS12-0309 AERO-B-BBA4-M12-0595 BOEING PROPRIETARY Attachment A2 to ASA-PA-3866-LA-09443 Page 2 [***] * Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. ASA-PBO-0000000X0 SS12-0309 AERO-B-BBA4-M12-0595 BOEING PROPRIETARY Attachment A2 to ASA-PA-3866-LA-09443 Page 3 [***] * Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. ASA-PBO-0000000X0 SS12-0309 AERO-B-BBA4-M12-0595 BOEING PROPRIETARY Attachment A2 to ASA-PA-3866-LA-09443 Page 4 [***] * Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. ASA-PBO-0000000X0 SS12-0309 AERO-B-BBA4-M12-0595 BOEING PROPRIETARY Attachment A2 to ASA-PA-3866-LA-09443 Page 5 [***] * Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. ASA-PBO-0000000X0 SS12-0309 AERO-B-BBA4-M12-0595 BOEING PROPRIETARY Attachment A2 to ASA-PA-3866-LA-09443 Page 6 [***] * Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. ASA-PBO-0000000X0 SS12-0309 AERO-B-BBA4-M12-0595 BOEING PROPRIETARY Attachment A2 to ASA-PA-3866-LA-09443 Page 7 [***] * Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. ASA-PBO-0000000X0 SS12-0309 AERO-B-BBA4-M12-0595 BOEING PROPRIETARY Attachment A2 to ASA-PA-3866-LA-09443 Page 8 [***] * Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. ASA-PBO-0000000X0 SS12-0309 AERO-B-BBA4-M12-0595 BOEING PROPRIETARY Attachment A2 to ASA-PA-3866-LA-09443 Page 9 [***] * Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. ASA-PBO-0000000X0 SS12-0309 AERO-B-BBA4-M12-0595 BOEING PROPRIETARY Attachment A2 to ASA-PA-3866-LA-09443 Page 10 [***] * Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. ASA-PBO-0000000X0 SS12-0309 AERO-B-BBA4-M12-0595 BOEING PROPRIETARY Attachment A2 to ASA-PA-3866-LA-09443 Page 11 [***] * Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. ASA-PBO-0000000X0 SS12-0309 AERO-B-BBA4-M12-0595 BOEING PROPRIETARY Attachment A2 to ASA-PA-3866-LA-09443 Page 12 [***] * Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. ASA-PBO-0000000X0 SS12-0309 AERO-B-BBA4-M12-0595 BOEING PROPRIETARY Attachment A2 to ASA-PA-3866-LA-09443 Page 13 [***] * Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. ASA-PBO-0000000X0 SS12-0309 AERO-B-BBA4-M12-0595 BOEING PROPRIETARY Attachment A2 to ASA-PA-3866-LA-09443 Page 14 [***] * Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. ASA-PBO-0000000X0 SS12-0309 AERO-B-BBA4-M12-0595 BOEING PROPRIETARY Attachment A2 to ASA-PA-3866-LA-09443 Page 15 [***] * Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. ASA-PBO-0000000X0 SS12-0309 AERO-B-BBA4-M12-0595 BOEING PROPRIETARY The Boeing Company X.X. CompanyP.O. Xxx 0000 0000Xxxxxxx, XX 00000‑0000 XXX-XX-0000-XX-00000 Xxxxxx Airlines, Inc. XX Xxx 00000 Xxxxxxx, XX 00000-0000 FED-PA-03712-LA-1106153 Federal Express Corporation 0000 Xxxxx Xxxxx Xxxx Xxxxxxx XX 00000 Subject: Liquidated Damages [***] – Non-Excusable Delay Reference: Purchase Agreement No. 3712 3866 (Purchase Agreement) between The Boeing Company (Boeing) and Federal Express Corporation Alaska Airlines, Inc. (Customer) relating to Model 767Models 737-3S2F 8 and 737-9 aircraft (Aircraft) This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement.
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Confidential Treatment. Customer understands that Boeing considers certain commercial and financial information contained in this Letter Agreement as confidential. Each of Customer and Boeing agree that it will treat this Letter Agreement and the The information contained herein as confidentialrepresents confidential business information and has value precisely because it is not available generally or to other parties. Customer agrees to Each party will limit the disclosure of the its contents of this Letter Agreement to its employees of Customer with a need to know the contents for purposes of helping it perform its obligations under the Purchase Agreement and who understand that they are not to disclose its content contents to any other person or entity without the prior written consent of Boeingthe other party. Notwithstanding the forgoingforegoing, Customer either party may disclose this Letter Agreement (i) for the purpose of regulatory requirements, including without limitation registrations and the terms and conditions herein to its parent companyfilings pursuant thereto, FedEx Corporation, to the Board of Directors of its parent corporation, FedEx Corporation, to its professional advisors under a duty of confidentiality with respect hereto, and or as otherwise required by law, provided that the disclosing party makes commercially reasonable efforts to notify the non-disclosing party in advance of such disclosure and considers in good faith all limitations on such disclosure requested by the non-disclosing party; (ii) for the purpose of disclosure to its auditors and its legal advisors on a need to know basis who themselves agree not to further disclose such information; and (iii) to the extent such information is publicly available other than as a result of the disclosure by or on behalf of such party. 6 1162 RLL 2234R7 August 24, 2011 Special Matters LA Page 3 BOEING PROPRIETARY [***] Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission. Very truly yours, THE BOEING COMPANY By By: /s/ XXXXXX X. XXXX Its Attorney-In-Fact Xxxx Xxxxxxxxx _______________ Its: Attorney‑In‑Fact ACCEPTED AND AGREED TO this TO: Date: December 14August 24, 2011 Federal Express Corporation By Delta air lines, inc. By: /s/ XXXXXXX X. XXXX Its Xxxxxxxxx Xxxxxx Its: Vice President Attachments A and B - Fleet Strategy & Transactions 6 1162 RLL 2234R7 August 24, 2011 Special Matters LA Page 4 BOEING PROPRIETARY Attachment A to Letter Agreement FED-PA-03712-LA-1106152 [ * [***] * Blank spaces contained confidential information which has Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amendedCommission. XXX-XX-00000-XX-0000000 Xxxxxxxxxx A December 12, 2011 Page 1 BOEING PROPRIETARY Attachment B to Letter Agreement FED-PA-03712-LA-1106152 [ * ] * Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. XXX-XX-00000-XX-0000000 Xxxxxxxxxx B December 12, 2011 Page 1 BOEING PROPRIETARY The Boeing Company X.X. Xxx 0000 XxxxxxxP.O. Box 3707 Seattle, XX 00000-0000 FED-PA-03712-LA-1106153 Federal Express Corporation 0000 Xxxxx Xxxxx Xxxx Xxxxxxx XX 00000 WA 98124 2207 DAL‑PA‑02022‑LA‑1104481 Delta Air Lines, Inc. PO Box 20706 Atlanta GA 30320‑6001 Subject: Liquidated Damages – Non-Excusable Delay Reference[***] References: 1) Purchase Agreement No. 3712 PA‑02022 (Purchase Agreement) between The Boeing Company (Boeing) and Federal Express Corporation Delta Air Lines, Inc. (Customer) relating to Model 767-3S2F 737‑732/‑832/‑932ER‑ aircraft (Aircraft) This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement.); and
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Confidential Treatment. Customer understands that Boeing considers certain commercial and financial information contained in this Letter Agreement as confidential. Each of Customer and Boeing agree that it will treat this Letter Agreement and the The information contained herein as confidentialrepresents confidential business information and has value precisely because it is not available generally or to other parties. Customer agrees to Each party will limit the disclosure of the its contents of this Letter Agreement to its employees of Customer with a need to know the contents for purposes of helping it perform its obligations under the Purchase Agreement and who understand that they are not to disclose its content contents to any other person or entity without the prior written consent of Boeingthe other party. Notwithstanding the forgoingforegoing, Customer either party may disclose this Letter Agreement (i) for the purpose of regulatory requirements, including without limitation registrations and the terms and conditions herein to its parent companyfilings pursuant thereto, FedEx Corporation, to the Board of Directors of its parent corporation, FedEx Corporation, to its professional advisors under a duty of confidentiality with respect hereto, and or as otherwise required by law, provided that the disclosing party makes commercially reasonable efforts to notify the non-disclosing party in advance of such disclosure and considers in good faith all limitations on such disclosure requested by the non-disclosing party; (ii) for the purpose of disclosure to its auditors and its legal advisors on a need to know basis who themselves agree not to further disclose such information; and (iii) to the extent such information is publicly available other than as a result of the disclosure by or on behalf of such party. DAL-PA-2022-LA-1501328 Put Option Aircraft SA-17 LA Page 2 BOEING PROPRIETARY [***] Confidential portion omitted and filed separately with the Commission Pursuant to a Request for Confidential Treatment. Very truly yours, THE BOEING COMPANY By /s/ XXXXXX X. XXXX Xxxx Xxxxxxxxxxx Its Attorney-In-Fact ACCEPTED AND AGREED TO this Date: December 1416, 2011 Federal Express Corporation 2015 DELTA AIR LINES, INC. By /s/ XXXXXXX Xxxxxxx X. XXXX May Its Vice President Attachments A and B SVP - Supply Chain Management DAL-PA-2022-LA-1501328 Put Option Aircraft SA-17 LA Page 3 BOEING PROPRIETARY Attachment A to Letter Agreement FED-PA-03712-LA-1106152 [ * [***] * Blank spaces contained confidential information which has been Confidential portion omitted and filed separately with the Securities Commission Pursuant to a Request for Confidential Treatment. Attachment [***] to DAL-PA-02022-LA-1501328 Put Option Aircraft Delivery, Description, Price and Exchange Commission pursuant Advance Payments Airframe Model/MTOW: 737-900ER [***] Engine Model/Thrust: CFM56-7B27/B1F [***] Detail Specification: [***] Airframe Price Base Year/Escalation Formula: [***] Airframe Price: [***] Airframe Price Escalation Forecast: [***] Optional Features:** [***] Engine Price Base Year/Escalation Formula: [***] Sub-Total of Airframe and Features: [***] Engine Price (Per Aircraft): [***] Aircraft Basic Price (Excluding BFE/SPE): [***] Airframe Escalation Data: Buyer Furnished Equipment (BFE) Estimate: [***] Base Year Index (ECI): [***] Seller Purchased Equipment (SPE) Estimate: [***] Base Year Index (CPI): [***] [***] [***] Escalation Estimate [***] (Amts. Due/Mos. Prior to Rule 24b-2 under the Securities Exchange Act Delivery): Delivery Number of 1934, as amended. XXX-XX-00000-XX-0000000 Xxxxxxxxxx A December 12, 2011 Page 1 BOEING PROPRIETARY Attachment B to Letter Agreement FED-PA-03712-LA-1106152 [ * Escalation Factor Adv Payment Base [***] * Blank spaces contained confidential information which has been [***] [***] [***] [***] [***] Date Aircraft (Airframe) Price Per A/P [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] Confidential portion omitted and filed separately with the Securities Commission Pursuant to a Request for Confidential Treatment. DAL-PA-02022 73636-1F.TXT SA-17 Boeing Proprietary Attachment [***] to DAL-PA-02022-LA-1501328 Put Option Aircraft Delivery, Description, Price and Exchange Advance Payments Airframe Model/MTOW: 737-900ER [***] [***] Engine Model/Thrust: CFM56-7B27/B1F [***] Detail Specification: [***] Airframe Price Base Year/Escalation Formula: [***] Airframe Price: [***] Airframe Price Escalation Forecast: [***] Optional Features:** [***] Engine Price Base Year/Escalation Formula: [***] Sub-Total of Airframe and Features: [***] Engine Price (Per Aircraft): [***] Aircraft Basic Price (Excluding BFE/SPE): [***] Airframe Escalation Data: Buyer Furnished Equipment (BFE) Estimate: [***] Base Year Index (ECI): [***] Seller Purchased Equipment (SPE) Estimate: [***] Base Year Index (CPI): [***] [***] [***] Escalation Estimate [***] (Amts. Due/Mos. Prior to Delivery): Delivery Number of Escalation Factor Adv Payment Base [***] [***] [***] [***] [***] [***] Date Aircraft (Airframe) Price Per A/P [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] Confidential portion omitted and filed separately with the Commission pursuant Pursuant to Rule 24b-2 under a Request for Confidential Treatment. DAL-PA-02022 73635-1F.TXT SA-17 Boeing Proprietary Attachment [***] to DAL-PA-02022-LA-1501328 Put Option Aircraft Delivery, Description, Price and Advance Payments Airframe Model/MTOW: 737-900ER [***] [***] Engine Model/Thrust: CFM56-7B27/B1F [***] Detail Specification: [***] Airframe Price Base Year/Escalation Formula: [***] Airframe Price: [***] [***] Airframe Price Escalation Forecast: [***] Optional Features:** [***] [***] Engine Price Base Year/Escalation Formula: [***] Sub-Total of Airframe and Features: [***] [***] Engine Price (Per Aircraft): [***] [***] Aircraft Basic Price (Excluding BFE/SPE): [***] [***] Airframe Escalation Data: Buyer Furnished Equipment (BFE) Estimate: [***] [***] Base Year Index (ECI): [***] Seller Purchased Equipment (SPE) Estimate: [***] [***] Base Year Index (CPI): [***] [***] [***] Escalation Estimate [***] (Amts. Due/Mos. Prior to Delivery): Delivery Number of Escalation Factor Adv Payment Base [***] [***] [***] [***] [***] [***] Date Aircraft (Airframe) Price Per A/P [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] Confidential portion omitted and filed separately with the Securities Exchange Act of 1934, as amendedCommission Pursuant to a Request for Confidential Treatment. XXXDAL-XX-00000PA-02022 73634-XX-0000000 Xxxxxxxxxx B December 12, 2011 Page 1 BOEING PROPRIETARY The Boeing Company X.X. Xxx 0000 Xxxxxxx, XX 00000-0000 FED-PA-03712-LA-1106153 Federal Express Corporation 0000 Xxxxx Xxxxx Xxxx Xxxxxxx XX 00000 Subject: Liquidated Damages – Non-Excusable Delay Reference: Purchase Agreement No. 3712 (Purchase Agreement) between The Boeing Company (Boeing) and Federal Express Corporation (Customer) relating to Model 767-3S2F aircraft (Aircraft) This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement.1F.TXT SA-17
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Confidential Treatment. Customer understands that Boeing considers certain commercial and financial information contained in this Letter Agreement as confidential. Each of Customer and Boeing agree that it will treat this Letter Agreement and the The information contained herein as confidentialrepresents confidential business information and has value precisely because it is not available generally or to other parties. Customer agrees to Each party will limit the disclosure of the its contents of this Letter Agreement to its employees of Customer with a need to know the contents for purposes of helping it perform its obligations under the Purchase Agreement and who understand that they are not to disclose its content contents to any other person or entity without the prior written consent of Boeingthe other party. Notwithstanding the forgoingforegoing, Customer either party may disclose this Letter Agreement (i) for the purpose of regulatory requirements, including without limitation registrations and the terms and conditions herein to its parent companyfilings pursuant thereto, FedEx Corporation, to the Board of Directors of its parent corporation, FedEx Corporation, to its professional advisors under a duty of confidentiality with respect hereto, and or as otherwise required by law, provided that the disclosing party makes commercially reasonable efforts to notify the non-disclosing party in advance of such disclosure and considers in good faith all limitations on such disclosure requested by the non-disclosing party; (ii) for the purpose of disclosure to its auditors and its legal advisors on a need to know basis who themselves agree not to further disclose such information; and (iii) to the extent such information is publicly available other than as a result of the disclosure by or on behalf of such party. Very truly yoursExcept as amended as set forth above, the Purchase Agreement remains in full force and effect. DELTA AIR LINES, INC. By /s/ Xxxxxxx X. May_________Gregory A. May Its SVP – Supply Chain Management THE BOEING COMPANY By /s/ XXXXXX X. XXXX Will Witherspoon_______ Xxxx Xxxxxxxxxxx Its Attorney-In-Attorney in Fact ACCEPTED AND AGREED TO this Date: December 14, 2011 Federal Express Corporation By /s/ XXXXXXX X. XXXX Its Vice President Attachments A ___________ P.A. 2022 SA‑17 Page 4 [***] Confidential portion omitted and B BOEING PROPRIETARY Attachment A to Letter Agreement FED-PA-03712-LA-1106152 [ * ] * Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant Pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amendeda Request for Confidential Treatment. XXX-XX-00000-XX-0000000 Xxxxxxxxxx A December 12, 2011 Page 1 BOEING PROPRIETARY Attachment B to Letter Agreement FED-PA-03712-LA-1106152 [ * ] * Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. XXX-XX-00000-XX-0000000 Xxxxxxxxxx B December 12, 2011 Page 1 BOEING PROPRIETARY The Boeing Company X.X. Xxx 0000 Xxxxxxx, XX 00000-0000 FED-PA-03712-LA-1106153 Federal Express Corporation 0000 Xxxxx Xxxxx Xxxx Xxxxxxx XX 00000 Subject: Liquidated Damages – Non-Excusable Delay Reference: Purchase Agreement No. 3712 (Purchase Agreement) between The Boeing Company (Boeing) and Federal Express Corporation (Customer) relating to Model 767-3S2F aircraft (Aircraft) This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement.TABLE OF CONTENTS ARTICLES SA NUMBER
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Confidential Treatment. Customer understands and Boeing understand that Boeing considers certain commercial and financial information contained in this Letter Agreement are considered by Boeing and Customer as confidential. Each of Customer and Boeing agree that it each will treat this Letter Agreement and the information contained herein as confidential. Customer agrees to limit the disclosure of the contents of this Letter Agreement to employees of Customer with a need to know confidential and who understand that they are not to disclose its content to any other person or entity will not, without the prior written consent of Boeing. Notwithstanding the forgoingother, Customer may disclose this Letter Agreement and or any information contained herein to any other person or entity, except as provided in this Letter Agreement or in the Purchase Agreement. Subject to the terms and conditions of Letter Agreement 6‑1162-TRW-0673R1 entitled “Confidentiality”, either party may disclose the information contained herein to its parent company, FedEx Corporation, without the consent of the other party when and to the Board of Directors of its parent corporation, FedEx Corporation, to its professional advisors under a duty of confidentiality with respect hereto, and as extent required by lawany law applicable to such party or by a Governmental Authority. AAL-PA-3219-LA-1302236R2 SA-13 [****] LA Page 6 BOEING PROPRIETARY [****]=[CONFIDENTIAL PORTION HAS BEEN OMITTED BECAUSE IT (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED The Boeing CompanyP.O. Xxx 0000Xxxxxxx, XX 00000‑2207 Very truly yours, THE BOEING COMPANY By /s/ XXXXXX X. XXXX The Boeing Company Its Attorney-In-Fact ACCEPTED AND AGREED TO this Date: December 14August 20, 2011 Federal Express Corporation 2019 AMERICAN AIRLINES, INC. By /s/ XXXXXXX X. XXXX American Airlines, Inc. Its Vice President VP and Treasurer Attachments A and B BOEING PROPRIETARY Attachment A to Letter Agreement FEDAAL-PA-03712PA-3219-LA-1106152 [ * LA-1302236R2 SA-13 [****] * Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. XXX-XX-00000-XX-0000000 Xxxxxxxxxx A December 12, 2011 LA Page 1 BOEING PROPRIETARY [****]=[CONFIDENTIAL PORTION HAS BEEN OMITTED BECAUSE IT (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED Attachment B to A [****] The following [****] describe(s) the items of equipment that under the terms and conditions of this Letter Agreement FEDare considered to be [****]. Each such [****] is fully described in [****] as described in Exhibit A2(R5) to the Purchase Agreement. Final configuration will be based on Customer acceptance of any or all [****] listed below or any post SA-12 [****] by Boeing that are [****] by the Customer. Option Request Number and Title [****] [****] [****] [****] [****] [****] [****] [****] [****] [****] [****] [****] [****] [****] [****] [****] [****] [****] [****] [****] [****] [****] [****] [****] [****] [****] [****] [****] [****] [****] Attachment A to AAL-PA-03712PA-3219-LA-1106152 [ * LA-1302236R2 SA-13 [****] * Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. XXX-XX-00000-XX-0000000 Xxxxxxxxxx B December 12, 2011 LA Page 1 BOEING PROPRIETARY The [****]=[CONFIDENTIAL PORTION HAS BEEN OMITTED BECAUSE IT (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED Attachment B [****] This Attachment B describes the functions that Boeing Company X.X. Xxx 0000 Xxxxxxx, XX 00000-0000 FED-PA-03712-LA-1106153 Federal Express Corporation 0000 Xxxxx Xxxxx Xxxx Xxxxxxx XX 00000 Subject: Liquidated Damages – Non-Excusable Delay Reference: Purchase Agreement No. 3712 will [****] to support (Purchase Agreementi) between The Boeing Company the [****] and (Boeingii) and Federal Express Corporation (Customer) relating to Model 767-3S2F aircraft (the [****] on the Aircraft) This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement.
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Confidential Treatment. Customer understands that Boeing considers certain commercial and financial information contained in this Letter Agreement as confidential. Each of Customer and Boeing agree that it will treat this Letter Agreement and the The information contained herein as confidentialrepresents confidential business information and has value precisely because it is not available generally or to other parties. Customer agrees to Each party will limit the disclosure of the its contents of this Letter Agreement to its employees of Customer with a need to know the contents for purposes of helping it perform its obligations under the Purchase Agreement and who understand that they are not to disclose its content contents to any other person or entity without the prior written consent of Boeingthe other party. Notwithstanding the forgoingforegoing, Customer either party may disclose this Letter Agreement (i) for the purpose of regulatory requirements, including without limitation registrations and the terms and conditions herein to its parent companyfilings pursuant thereto, FedEx Corporation, to the Board of Directors of its parent corporation, FedEx Corporation, to its professional advisors under a duty of confidentiality with respect hereto, and or as otherwise required by law, provided that the disclosing party makes commercially reasonable efforts to notify the DAL-PA-2022-LA-1105858R1 Option Aircraft SA-17 LA Page 1 BOEING PROPRIETARY [***] Confidential portion omitted and filed separately with the Commission Pursuant to a Request for Confidential Treatment. non-disclosing party in advance of such disclosure and considers in good faith all limitations on such disclosure requested by the non-disclosing party; (ii) for the purpose of disclosure to its auditors and its legal advisors on a need to know basis who themselves agree not to further disclose such information; and (iii) to the extent such information is publicly available other than as a result of the disclosure by or on behalf of such party. Very truly yours, THE BOEING COMPANY By /s/ XXXXXX X. XXXX Xxxx Xxxxxxxxxxx Xxxx Xxxxxxxxxxx Its Attorney-In-Fact ACCEPTED AND AGREED TO this Date: December 1416, 2011 Federal Express Corporation 2015 Delta Air Lines, Inc. By /s/ XXXXXXX Xxxxxxx X. XXXX May Its Vice President Attachments A and B SVP - Supply Chain Management DAL-PA-2022-LA-1105858R1 BOEING PROPRIETARY Attachment A to Letter Agreement FED-PA-03712-LA-1106152 [ * [***] * Blank spaces contained confidential information which has been Confidential portion omitted and filed separately with the Securities and Exchange Commission pursuant Pursuant to Rule 24b-2 under the Securities Exchange Act of 1934a Request for Confidential Treatment. DAL-PA-02022-LA-1105850R2 Delta Air Lines, as amended. XXX-XX-00000-XX-0000000 Xxxxxxxxxx A December 12, 2011 Page 1 BOEING PROPRIETARY Attachment B to Letter Agreement FED-PA-03712-LA-1106152 [ * ] * Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. XXX-XX-00000-XX-0000000 Xxxxxxxxxx B December 12, 2011 Page 1 BOEING PROPRIETARY The Boeing Company X.X. Inc. XX Xxx 0000 Xxxxxxx, 00000 Xxxxxxx XX 00000-0000 FED-PA-03712-LA-1106153 Federal Express Corporation 0000 Xxxxx Xxxxx Xxxx Xxxxxxx XX 00000 Subject: Liquidated Damages – Non-Excusable Delay [***] Reference: Purchase Agreement No. 3712 2022 (Purchase Agreement) between The Boeing Company (Boeing) and Federal Express Corporation Delta Air Lines, Inc. (Customer) relating to Model 767737-3S2F 732/-832/-932ER aircraft (Aircraft) This letter agreement (Letter Agreement) amends and supplements the Purchase AgreementAgreement and supersedes and replaces, in its entirety, letter agreement DAL-PA-02022-LA-1105850R1, dated August 2, 2012. All terms used but not defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement.
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Confidential Treatment. Customer understands that Boeing considers certain commercial and financial information contained in this Letter Agreement as confidential. Each of Customer and Boeing agree that it will treat this Letter Agreement and the The information contained herein as confidentialrepresents confidential business information and has value precisely because it is not available generally or to other parties. Customer agrees to Each party will limit the disclosure of the its contents of this Letter Agreement to its employees of Customer with a need to know the contents for purposes of helping it perform its obligations under the Purchase Agreement and who understand that they are not to disclose its content contents to any other person or entity without the prior written consent of Boeingthe other party. Notwithstanding the forgoingforegoing, Customer either party may disclose this Letter Agreement (i) for the purpose of regulatory requirements, including without limitation registrations and the terms and conditions herein to its parent companyfilings pursuant thereto, FedEx Corporation, to the Board of Directors of its parent corporation, FedEx Corporation, to its professional advisors under a duty of confidentiality with respect hereto, and or as otherwise required by law, provided that the disclosing party makes commercially reasonable efforts to notify the non-disclosing party in advance of such disclosure and considers in DAL-PA-02022-LA-1104487 August 24, 2011 [***] LA Page 1 BOEING PROPRIETARY [***] Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission. good faith all limitations on such disclosure requested by the non-disclosing party; (ii) for the purpose of disclosure to its auditors and its legal advisors on a need to know basis who themselves agree not to further disclose such information; and (iii) to the extent such information is publicly available other than as a result of the disclosure by or on behalf of such party. Very truly yours, THE BOEING COMPANY By /s/ XXXXXX X. XXXX Xxxx Xxxxxxxxx Its Attorney-In-Fact ACCEPTED AND AGREED TO this Date: December 14August 24, 2011 Federal Express Corporation DELTA AIR LINES, INC. By /s/ XXXXXXX X. XXXX Xxxxxxxxx Xxxxxx Its Vice President Attachments A and B - Fleet Strategy & Transactions DAL-PA-02022-LA-1104487 August 24, 2011 [***] LA Page 2 BOEING PROPRIETARY Attachment A to Letter Agreement FED-PA-03712-LA-1106152 [ * [***] * Blank spaces contained confidential information which has Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amendedCommission. XXX-XX-00000-XX-0000000 Xxxxxxxxxx A December 12, 2011 Page 1 BOEING PROPRIETARY Attachment B to Letter Agreement FED-PA-03712-LA-1106152 [ * ] * Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. XXX-XX-00000-XX-0000000 Xxxxxxxxxx B December 12, 2011 Page 1 BOEING PROPRIETARY The Boeing Company X.X. Xxx 0000 XxxxxxxP.O. Box 3707 Seattle, XX 00000WA 98124 2207 DAL-0000 FEDPA-02022-PA-03712LA-1105850 Delta Air Lines, Inc. PO Box 20706 Atlanta GA 30320-LA-1106153 Federal Express Corporation 0000 Xxxxx Xxxxx Xxxx Xxxxxxx XX 00000 6001 Subject: Liquidated Damages – Non-Excusable Delay [***] Reference: Purchase Agreement No. 3712 2022 (Purchase Agreement) between The Boeing Company (Boeing) and Federal Express Corporation Delta Air Lines, Inc. (Customer) relating to Model 767737-3S2F 732/-832/-932ER aircraft (Aircraft) This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement.
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Confidential Treatment. Customer understands that Boeing considers certain commercial and financial information contained in this Letter Agreement as confidential. Each of Customer and Boeing agree that it will treat this Letter Agreement and the The information contained herein as confidentialrepresents confidential business information and has value precisely because it is not available generally or to other parties. Customer agrees to Each party will limit the disclosure of the its contents of this Letter Agreement to its employees of Customer with a need to know the contents for purposes of helping it perform its obligations under the Purchase Agreement and who understand that they are not to disclose its content contents to any other person or entity without the prior written consent of Boeingthe other party. Notwithstanding the forgoingforegoing, Customer either party may disclose this Letter Agreement (i) for the purpose of regulatory requirements, including without limitation registrations and the terms and conditions herein to its parent companyfilings pursuant thereto, FedEx Corporation, to the Board of Directors of its parent corporation, FedEx Corporation, to its professional advisors under a duty of confidentiality with respect hereto, and or as otherwise required by law, provided that the disclosing party makes commercially reasonable efforts to notify the non-disclosing party in advance of such disclosure and considers in good faith all limitations on such disclosure requested by the non-disclosing party; (ii) for the purpose of disclosure to its auditors and its legal advisors on a need to know basis who themselves agree not to further disclose such information; and (iii) to the extent such information is publicly available other than as a result of the disclosure by or on behalf of such party. BOEING PROPRIETARY [***] Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission. Very truly yours, THE BOEING COMPANY By /s/ XXXXXX X. XXXX Xxxx Xxxxxxxxx Its Attorney-In-Fact ACCEPTED AND AGREED TO this Date: December 14August 24, 2011 Federal Express Corporation Delta Air Lines, Inc. By /s/ XXXXXXX X. XXXX Xxxxxxxxx Xxxxxx Its Vice President Attachments A and B - Fleet Strategy & Transactions BOEING PROPRIETARY Attachment A to Letter Agreement FED-PA-03712-LA-1106152 [ * [***] * Blank spaces contained confidential information which has Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission pursuant Commission. Attachment To Option Aircraft Letter No. DAL-PA-02022-LA-1104485 Aircraft Delivery, Description, Price and Advance Payments Airframe Model/MTOW: 737-900ER [***] Detail Specification: [***] 4Q10 External Fcst Engine Model/Thrust: CFM56-7B26 [***] Airframe Price Base Year/Escalation Formula: [***] [***] Airframe Price: [***] Engine Price Base Year/Escalation Formula: N/A [***] Optional Features: [***] Sub-Total of Airframe and Features: [***] Airframe Escalation Data: Engine Price (Per Aircraft): [***] Base Year Index (ECI): [***] Aircraft Basic Price (Excluding BFE/SPE): [***] Base Year Index (CPI): [***] Buyer Furnished Equipment (BFE) Estimate: [***] Seller Purchased Equipment (SPE) Estimate: [***] [***] [***] Escalation Escalation Estimate [***] (Amts. Due/Mos. Prior to Rule 24b-2 under the Securities Exchange Act Delivery): Delivery Number of 1934, as amended. XXX-XX-00000-XX-0000000 Xxxxxxxxxx A December 12, 2011 Page 1 Factor Adv Payment Base [***] [***] [***] [***] [***] [***] Date Aircraft (Airframe) Price Per A/P [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] BOEING PROPRIETARY Attachment B to Letter Agreement FED-PA-03712-LA-1106152 [ * [***] * Blank spaces contained confidential information which has Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under Commission. [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] BOEING PROPRIETARY [***] Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Act of 1934Commission. DAL-PA-02022-LA-1105843 Delta Air Lines, as amended. XXXInc. PO Box 20706 Atlanta GA 30320-XX-00000-XX-0000000 Xxxxxxxxxx B December 12, 2011 Page 1 BOEING PROPRIETARY The Boeing Company X.X. Xxx 0000 Xxxxxxx, XX 00000-0000 FED-PA-03712-LA-1106153 Federal Express Corporation 0000 Xxxxx Xxxxx Xxxx Xxxxxxx XX 00000 6001 Subject: Liquidated Damages – Non-Excusable Delay [***] Reference: Purchase Agreement No. 3712 PA-02022 (Purchase Agreement) between The Boeing Company (Boeing) and Federal Express Corporation Delta Air Lines, Inc. (Customer) relating to Model 767737-3S2F 900ER aircraft (Aircraft) This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement.. [***]
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Confidential Treatment. Customer understands that Boeing considers certain commercial and financial information contained in this Letter Agreement as confidential. Each of Customer and Boeing agree that it will treat this Letter Agreement and the The information contained herein as confidentialrepresents confidential business information and has value precisely because it is not available generally or to other parties. Customer agrees to Each party will limit the disclosure of the its contents of this Letter Agreement to its employees of Customer with a need to know the contents for purposes of helping it perform its obligations under the Purchase Agreement and who understand that they are not to disclose its content contents to any other person or entity without the prior written consent of Boeingthe other party. Notwithstanding the forgoingforegoing, Customer either party may disclose this Letter Agreement (i) for the purpose of regulatory requirements, including without limitation registrations and the terms and conditions herein to its parent companyfilings pursuant thereto, FedEx Corporation, to the Board of Directors of its parent corporation, FedEx Corporation, to its professional advisors under a duty of confidentiality with respect hereto, and or as otherwise required by law, provided that the disclosing party makes commercially reasonable efforts to notify the non-disclosing party in advance of such disclosure and considers in good faith all limitations DAL-PA-2022-LA-1105843R3 [***] SA-17 LA Page 1 BOEING PROPRIETARY [***] Confidential portion omitted and filed separately with the Commission Pursuant to a Request for Confidential Treatment. on such disclosure requested by the non-disclosing party; (ii) for the purpose of disclosure to its auditors and its legal advisors on a need to know basis who themselves agree not to further disclose such information; and (iii) to the extent such information is publicly available other than as a result of the disclosure by or on behalf of such party. Very truly yours, THE BOEING COMPANY By /s/ XXXXXX X. XXXX Xxxx Xxxxxxxxxxx Its Attorney-In-Fact ACCEPTED AND AGREED TO this Date: December 1416, 2011 Federal Express Corporation 2015 Delta Air Lines, Inc. By /s/ XXXXXXX Xxxxxxx X. XXXX May Its Vice President Attachments A and B SVP - Supply Chain Management DAL-PA-2022-LA-1105843R3 [***] SA-17 LA Page 2 BOEING PROPRIETARY Attachment A to Letter Agreement FED-PA-03712-LA-1106152 [ * [***] * Blank spaces contained confidential information which has been Confidential portion omitted and filed separately with the Securities and Exchange Commission pursuant Pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amendeda Request for Confidential Treatment. XXXAttachment A [***] DAL-XX-00000PA-2022-XX-0000000 Xxxxxxxxxx A December 12, 2011 LA-1105843R3 [***] SA-17 LA Page 1 3 BOEING PROPRIETARY Attachment B to Letter Agreement FED-PA-03712-LA-1106152 [ * [***] * Blank spaces contained confidential information which has been Confidential portion omitted and filed separately with the Securities and Exchange Commission pursuant Pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amendeda Request for Confidential Treatment. XXXAttachment B [***] DAL-XX-00000PA-2022-XX-0000000 Xxxxxxxxxx B December 12, 2011 LA-1105843R3 [***] SA-17 LA Page 1 4 BOEING PROPRIETARY The Boeing Company X.X. [***] Confidential portion omitted and filed separately with the Commission Pursuant to a Request for Confidential Treatment. DAL-PA-02022-LA-1501328 Delta Air Lines, Inc. XX Xxx 0000 Xxxxxxx, 00000 Xxxxxxx XX 00000-0000 FED-PA-03712-LA-1106153 Federal Express Corporation 0000 Xxxxx Xxxxx Xxxx Xxxxxxx XX 00000 Subject: Liquidated Damages – Non-Excusable Delay Put Option Aircraft Reference: Purchase Agreement No. 3712 PA-02022 (Purchase Agreement) between The Boeing Company (Boeing) and Federal Express Corporation Delta Air Lines, Inc. (Customer) relating to Model 767737-3S2F 900ER aircraft (Aircraft) This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement shall will have the same meaning as in the Purchase Agreement. Boeing may sell, and customer agrees to purchase up to ten (10) 737-900ER aircraft (Put Option Aircraft) for delivery from [***].
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Confidential Treatment. Customer understands that Boeing considers certain commercial and financial information contained in this Letter Agreement as confidential. Each of Customer and Boeing agree that it will treat this Letter Agreement and the The information contained herein as confidentialrepresents confidential business information and has value precisely because it is not available generally or to other parties. Customer agrees to Each party will limit the disclosure of the its contents of this Letter Agreement to its employees of Customer with a need to know the contents for purposes of helping it perform its obligations under the Purchase Agreement and who understand that they are not to disclose its content contents to DAL-PA-2022-LA-1104482 August 24, 2011 [***] LA Page 1 BOEING PROPRIETARY [***] Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission. any other person or entity without the prior written consent of Boeingthe other party. Notwithstanding the forgoingforegoing, Customer either party may disclose this Letter Agreement (i) for the purpose of regulatory requirements, including without limitation registrations and the terms and conditions herein to its parent companyfilings pursuant thereto, FedEx Corporation, to the Board of Directors of its parent corporation, FedEx Corporation, to its professional advisors under a duty of confidentiality with respect hereto, and or as otherwise required by law, provided that the disclosing party makes commercially reasonable efforts to notify the non-disclosing party in advance of such disclosure and considers in good faith all limitations on such disclosure requested by the non-disclosing party; (ii) for the purpose of disclosure to its auditors and its legal advisors on a need to know basis who themselves agree not to further disclose such information; and (iii) to the extent such information is publicly available other than as a result of the disclosure by or on behalf of such party. Very truly yours, THE BOEING COMPANY By /s/ XXXXXX X. XXXX Xxxx Xxxxxxxxx Its Attorney-In-Fact ACCEPTED AND AGREED TO this Date: December 14August 24, 2011 Federal Express Corporation Delta Air Lines, Inc. By /s/ XXXXXXX X. XXXX Xxxxxxxxx Xxxxxx Its Vice President Attachments A and B - Fleet Strategy & Transactions DAL-PA-2022-LA-1104482 August 24, 2011 [***] LA Page 2 BOEING PROPRIETARY Attachment A to Letter Agreement FED-PA-03712-LA-1106152 [ * [***] * Blank spaces contained confidential information which has Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934Commission. The Boeing Company P.O. Box 3707 Seattle, as amended. XXXWA 98124 2207 [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] DAL-XX-00000PA-2022-XX-0000000 Xxxxxxxxxx A December 12LA-1104482 August 24, 2011 [***] LA Page 1 BOEING PROPRIETARY Attachment B to Letter Agreement FED-PA-03712-LA-1106152 [ * [***] * Blank spaces contained confidential information which has Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934Commission. The Boeing Company P.O. Box 3707 Seattle, as amended. XXXWA 98124 2207 Attachment B [***] [***] DAL-XX-00000PA-2022-XX-0000000 Xxxxxxxxxx B December 12LA-1104482 August 24, 2011 [***] LA Page 1 BOEING PROPRIETARY [***] Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission. The Boeing Company X.X. Xxx 0000 XxxxxxxP.O. Box 3707 Seattle, XX 00000WA 98124 2207 DAL-0000 FEDPA-02022-PA-03712LA-1104483 Delta Air Lines, Inc. PO Box 20706 Atlanta GA 30320-LA-1106153 Federal Express Corporation 0000 Xxxxx Xxxxx Xxxx Xxxxxxx XX 00000 6001 Subject: Liquidated Damages – Non-Excusable Delay [***] Guarantee Reference: Purchase Agreement No. 3712 PA-02022 (Purchase Agreement) between The Boeing Company (Boeing) and Federal Express Corporation Delta Air Lines, Inc. (Customer) relating to Model 767737-3S2F 900ER aircraft (Aircraft) This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement.
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Confidential Treatment. Customer understands that Boeing considers certain commercial and financial information contained in this Letter Agreement as confidential. Each of Customer and Boeing agree that it will treat this Letter Agreement and the The information contained herein as confidentialrepresents confidential business information and has value precisely because it is not available generally or to other parties. Customer agrees to Each party will limit the disclosure of the its contents of this Letter Agreement to its employees of Customer with a need to know the DAL PA 02022 LA 1105849 August 24, 2011 [***] Page 1 BOEING PROPRIETARY [***] Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission. Attachment A to DAL-PA-02022-LA-1105843 contents for purposes of helping it perform its obligations under the Purchase Agreement and who understand that they are not to disclose its content contents to any other person or entity without the prior written consent of Boeingthe other party. Notwithstanding the forgoingforegoing, Customer either party may disclose this Letter Agreement (i) for the purpose of regulatory requirements, including without limitation registrations and the terms and conditions herein to its parent companyfilings pursuant thereto, FedEx Corporation, to the Board of Directors of its parent corporation, FedEx Corporation, to its professional advisors under a duty of confidentiality with respect hereto, and or as otherwise required by law, provided that the disclosing party makes commercially reasonable efforts to notify the non-disclosing party in advance of such disclosure and considers in good faith all limitations on such disclosure requested by the non-disclosing party; (ii) for the purpose of disclosure to its auditors and its legal advisors on a need to know basis who themselves agree not to further disclose such information; and (iii) to the extent such information is publicly available other than as a result of the disclosure by or on behalf of such party. Very truly yours, THE BOEING COMPANY By /s/ XXXXXX X. XXXX Xxxx Xxxxxxxxx Its Attorney-In-Fact ACCEPTED AND AGREED TO this Date: December 14August 24, 2011 Federal Express Corporation DELTA AIR LINES, INC. By /s/ XXXXXXX X. XXXX Xxxxxxxxx Xxxxxx Its Vice President Attachments A and B - Fleet Strategy & Transactions DAL-PA-02022-LA-1105843 August 24, 2011 [***] LA Page 2 BOEING PROPRIETARY Attachment A to Letter Agreement FED-PA-03712-LA-1106152 [ * [***] * Blank spaces contained confidential information which has Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amendedCommission. XXX-XX-00000-XX-0000000 Xxxxxxxxxx A December 12, 2011 Page 1 BOEING PROPRIETARY Attachment B to Letter Agreement FED-PA-03712-LA-1106152 [ * ] * Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. XXX-XX-00000-XX-0000000 Xxxxxxxxxx B December 12, 2011 Page 1 BOEING PROPRIETARY The Boeing Company X.X. Xxx 0000 XxxxxxxP.O. Box 3707 Seattle, XX 00000WA 98124 2207 DAL-0000 FEDPA-02022-PA-03712LA-1104480 Delta Air Lines, Inc. PO Box 20706 Atlanta GA 30320-LA-1106153 Federal Express Corporation 0000 Xxxxx Xxxxx Xxxx Xxxxxxx XX 00000 6001 Subject: Liquidated Damages – Non-Excusable Delay Reference: Purchase Agreement No. 3712 (Purchase Agreement) between The Boeing Company (Boeing) and Federal Express Corporation (Customer) relating to Model 767-3S2F aircraft (Aircraft) This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement.[***]
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Confidential Treatment. Customer understands that Boeing considers certain commercial and financial information contained in this Letter Agreement as confidential. Each of Customer and Boeing agree that it will treat this Letter Agreement and the The information contained herein as confidentialrepresents confidential business information and has value precisely because it is not available generally or to other parties. Customer agrees to Each party will limit the disclosure of the its contents of this Letter Agreement to its employees of Customer with a need to know the contents for purposes of helping it perform its obligations under the Purchase Agreement and who understand that they are not to disclose its content contents to any other person or entity without the prior written consent of Boeingthe other party. DAL-PA-02022-LA-1105848 August 24, 2011 [***] Page 1 BOEING PROPRIETARY [***] Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission. Notwithstanding the forgoingforegoing, Customer either party may disclose this Letter Agreement (i) for the purpose of regulatory requirements, including without limitation registrations and the terms and conditions herein to its parent companyfilings pursuant thereto, FedEx Corporation, to the Board of Directors of its parent corporation, FedEx Corporation, to its professional advisors under a duty of confidentiality with respect hereto, and or as otherwise required by law, provided that the disclosing party makes commercially reasonable efforts to notify the non-disclosing party in advance of such disclosure and considers in good faith all limitations on such disclosure requested by the non-disclosing party; (ii) for the purpose of disclosure to its auditors and its legal advisors on a need to know basis who themselves agree not to further disclose such information; and (iii) to the extent such information is publicly available other than as a result of the disclosure by or on behalf of such party. DAL-PA-02022-LA-1105848 August 24, 2011 [***] Page 2 BOEING PROPRIETARY [***] Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission. If the foregoing correctly sets forth your understanding of our agreement with respect to the matters treated above, please indicate your acceptance and approval below. Very truly yours, THE BOEING COMPANY By /s/ XXXXXX X. XXXX Xxxx Xxxxxxxxx Its Attorney-In-Fact ACCEPTED AND AGREED TO this Date: December 14August 24, 2011 Federal Express Corporation DELTA AIR LINES, INC. By /s/ XXXXXXX X. XXXX Xxxxxxxxx Xxxxxx Its Vice President Attachments A and B - Fleet Strategy & Transactions DAL-PA-02022-LA-1105848 August 24, 2011 [***] Page 3 BOEING PROPRIETARY Attachment A to Letter Agreement FED-PA-03712-LA-1106152 [ * [***] * Blank spaces contained confidential information which has Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amendedCommission. XXX-XX-00000-XX-0000000 Xxxxxxxxxx A December 12, 2011 Page 1 BOEING PROPRIETARY Attachment B to Letter Agreement FED-PA-03712-LA-1106152 [ * ] * Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. XXX-XX-00000-XX-0000000 Xxxxxxxxxx B December 12, 2011 Page 1 BOEING PROPRIETARY The Boeing Company X.X. Xxx 0000 XxxxxxxP.O. Box 3707 Seattle, XX 00000WA 98124 2207 DAL-0000 FEDPA-02022-PA-03712LA-1104487 Delta Air Lines, Inc. PO Box 20706 Atlanta GA 30320-LA-1106153 Federal Express Corporation 0000 Xxxxx Xxxxx Xxxx Xxxxxxx XX 00000 6001 Subject: Liquidated Damages – Non-Excusable Delay [***] Reference: Purchase Agreement No. 3712 PA-02022 (Purchase Agreement) between The Boeing Company (Boeing) and Federal Express Corporation Delta Air Lines, Inc. (Customer) relating to Model 767737-3S2F 900ER aircraft (Aircraft) This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement.. [***] [***]
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Confidential Treatment. Boeing and Customer understands understand that Boeing considers certain commercial and financial information contained in this Letter Agreement as is considered to be confidential. Each of Customer and Boeing The parties agree that it they will treat this Letter Agreement and the information contained herein as confidential. Customer agrees confidential and will not, BOEING PROPRIETARY ""[***]" This information is subject to limit confidential treatment and has been omitted and filed separately with the disclosure commission" without the prior written consent of the contents of other party, disclose this Letter Agreement to employees of Customer with a need to know and who understand that they are not to disclose its content or any information contained herein to any other person or entity without except: (1) to those of their respective legal counsel, auditors, accountants, insurance brokers and other advisers who have a need to know the prior information for purposes of interpreting Customer's rights or interpreting or performing Customer's obligations under the Purchase Agreement, subject to such parties' written consent agreements that they will treat the information as confidential; (2) to a bank for the sole purpose of Boeing. Notwithstanding financing of the forgoing, Customer may disclose this Letter Agreement purchase of such Aircraft and subject to such bank's written agreement that it will treat the terms and conditions herein to its parent company, FedEx Corporation, to the Board of Directors of its parent corporation, FedEx Corporation, to its professional advisors under a duty of confidentiality with respect hereto, and information as confidential; (3) as required by the rules of any stock market applicable to the parties on condition that the party wishing to make such disclosure shall first use reasonable efforts to seek relief from the risk of disclosure to competitors or others with whom either of the parties has business relations of information which might be detrimental to the interest of either of the parties; or (4) as may be required by applicable law. Very truly yours, THE BOEING COMPANY By /s/ XXXXXX X. XXXX Its Attorney-In-Fact ACCEPTED AND AGREED TO this Date: December 14, 2011 Federal Express Corporation XIAMEN AIRLINES By /s/ XXXXXXX X. XXXX Its Vice President Attachments A and B XIA-PA-03807-LA-1301956 BOEING PROPRIETARY Attachment A ""[***]" This information is subject to Letter Agreement FED-PA-03712-LA-1106152 [ * ] * Blank spaces contained confidential information which treatment and has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. XXX-XX-00000-XX-0000000 Xxxxxxxxxx A December 12, 2011 Page 1 BOEING PROPRIETARY Attachment B to Letter Agreement FED-PA-03712-LA-1106152 [ * ] * Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. XXX-XX-00000-XX-0000000 Xxxxxxxxxx B December 12, 2011 Page 1 BOEING PROPRIETARY commission" The Boeing Company X.X. P.X. Xxx 0000 Xxxxxxx, XX 00000-0000 FEDXIA-PA-03712PA-03807-LA-1106153 Federal Express Corporation 0000 Xxxxx Xxxxx LA-1301957 Xiamen Airlines 20 Xxxxxxx Xxxx Xxxxxxx XX 00000 Xxxxxx, Xxxxxx Xxxxxxxx, 000000 People’s Republic of China Subject: Liquidated Damages – Non-Excusable Delay Promotional Support Reference: Purchase Agreement No. 3712 PA-03807 (Purchase Agreement) between The Boeing Company (Boeing) and Federal Express Corporation Xiamen Airlines (Customer) relating to Model 767737-3S2F 8 aircraft (Aircraft) This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement shall will have the same meaning as in the Purchase Agreement. Boeing and Customer wish to enter into an agreement pursuant to which each party will contribute equally to promotional programs in support of the entry into service of the Aircraft as more specifically provided below.
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