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 foregoing, 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 thereto, 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/ XxXxxxxx Xxxxxxxx Its Attorney-In-Fact ACCEPTED AND AGREED TO this Date: June 22, 2021 FEDERAL EXPRESS CORPORATION By /s/ Xxxxx X. Xxxxxxxx Its Vice President Attachments A, B and C 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. The Boeing Company X.X. Xxx 0000 Xxxxxxx, XX 00000-0000 6-1162-SCR-146R3 Federal Express Corporation 0000 Xxxxx Xxxxx Xxxxxxx, XX 00000 Subject: Special Provision – Block B, Block G, and Block I Aircraft Reference: Purchase Agreement 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 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 foregoing, 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 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 filings pursuant thereto, and or as otherwise required by law. FED, provided that the disclosing party makes commercially reasonable efforts to notify the non-PA-03712disclosing party in advance of such disclosure and considers in good faith all limitations on such disclosure requested by the non-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 disclosing party; (ii) would likely cause competitive harm for the purpose of disclosure to FedEx if 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 disclosedavailable 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/ XxXxxxxx Xxxxxxxx Xxxx Xxxxxxxxx Its Attorney-In-Fact ACCEPTED AND AGREED TO this Date: June 22August 24, 2021 FEDERAL EXPRESS CORPORATION By 2011 DELTA AIR LINES, INC. By: /s/ Xxxxx X. Xxxxxxxx Its Xxxxxxxxx Xxxxxx Its: Vice President Attachments A- Fleet Strategy & Transactions DAL-PA-02022-LA-1104484 August 24, B and C FED-PA-03712-LA-1208292R4 SA-16 Special 2011 Open Configuration Matters Concerning LA Page 3 BOEING PROPRIETARY [***] – Xxxxx X, Xxxxx X, Xxxxx X, Xxxxx F, Block G, BOEING PROPRIETARY * Blank spaces contained confidential information that has Confidential portions of the material have been excluded pursuant to Item 601(b)(10)(iv) of Regulation S-K because it (i) is not material omitted and (ii) would likely cause competitive harm to FedEx if publicly disclosedfiled 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 6PA-2022-1162LA-1104485 Delta Air Lines, Inc. PO Box 20706 Atlanta GA 30320-SCR-146R3 Federal Express Corporation 0000 Xxxxx Xxxxx Xxxxxxx, XX 00000 6001 Subject: Special Provision – Block B, Block G, and Block I Aircraft [***] Guarantees Reference: Purchase Agreement 3712 No. PA-2022 (the Purchase Agreement) between The Boeing Company (Boeing) and Federal Express Corporation Delta Air Lines, Inc. (Customer) relating to Model 767737-3S2F aircraft (the Aircraft) 732/-832/-932 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
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 foregoing, 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 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 filings pursuant thereto, and or as otherwise required by law. FED, provided that the disclosing party makes commercially reasonable efforts to notify the non-PA-03712disclosing party in advance of such disclosure and considers in good faith all limitations on such disclosure requested by the non-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 disclosing party; (ii) would likely cause competitive harm for the purpose of disclosure to FedEx if 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 disclosedavailable 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/ XxXxxxxx Xxxxxxxx /s/Xxxx Xxxxxxxxxxx Xxxx Xxxxxxxxxxx Its Attorney-In-Fact ACCEPTED AND AGREED TO this Date: June 22December 16, 2021 FEDERAL EXPRESS CORPORATION 2015 DELTA AIR LINES, INC. By /s/ Xxxxx Xxxxxxx X. Xxxxxxxx May Its Vice President Attachments A, B and C FEDSVP - Supply Chain Management DAL-PA-03712PA-2022-LA-1208292R4 SA-16 Special Matters Concerning LA-1104482R1 [***] – Xxxxx X, Xxxxx X, Xxxxx X, Xxxxx F, Block G, SA-17 LA Page 3 BOEING PROPRIETARY * Blank spaces contained confidential information that has been excluded pursuant [***] Confidential portion omitted and filed separately with the Commission Pursuant to Item 601(b)(10)(iv) of Regulation Sa Request for Confidential Treatment. DAL-K because it (i) is not material and (ii) would likely cause competitive harm to FedEx if publicly disclosed. The Boeing Company X.X. PA-02022-LA-1104487R1 Delta Air Lines, Inc. XX Xxx 0000 Xxxxxxx, 00000 Xxxxxxx XX 00000-0000 6-1162-SCR-146R3 Federal Express Corporation 0000 Xxxxx Xxxxx Xxxxxxx, XX 00000 Subject: Special Provision – Block B, Block G, and Block I Aircraft [***] Reference: Purchase Agreement 3712 No. PA-02022 (the Purchase Agreement) between The Boeing Company (Boeing) and Federal Express Corporation Delta Air Lines, Inc. (Customer) relating to Model 767737-3S2F 900ER 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
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 foregoing, 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 thereto, and as be required by lawapplicable law or governmental regulations. 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 Buyer shall be fully responsible 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 disclosedBoeing for compliance with such obligations. Very truly yours, THE BOEING COMPANY By /s/ XxXxxxxx Xxxxxxxx Xxxxx X Xxxxxxx Its Attorney-In-Fact ACCEPTED AND AGREED TO this Date: June 22December 13, 2021 FEDERAL EXPRESS CORPORATION 0000 XXXXXXXXX XXXXXXXX CO. By /s/ Xxxxx X. Xxxxxxxx Xxxxxxx Van de Ven Its Vice President Attachments A, B and C FEDEVP & Chief Operating Officer *** P.A. No. 0000 XX-00 Xxxxxxxxxx A to SWA-PA-03712PA-1810-LA-1208292R4 SA-16 Special Matters Concerning [LA1001315R1 Page 1 *] – Xxxxx X, Xxxxx X, Xxxxx X, Xxxxx F, ** Letter Agmt SWA-PA-1810-LA-1001315R1; paragraph 3 No. Model Aircraft Block G, BOEING PROPRIETARY MSN’s Current Delivery Mo. Base Year *** Blank spaces contained confidential information that has been excluded pursuant 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 Item 601(b)(10)(iv) of Regulation SSWA-K because it (i) is not material and (ii) would likely cause competitive harm to FedEx if publicly disclosed. PA-1810-LA1001315R1 49 737-700 700LUV February-15 2011 50 737-700 700LUV March-15 2011 51 737-700 700LUV April-15 2011 52 737-700 700LUV May-15 2011 53 737-700 700LUV June-15 2011 54 737-700 700LUV July-15 2011 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 6SWA-1162PA-1810-SCR-146R3 Federal Express Corporation LA-1003498R1 Southwest Airlines Co. 0000 Xxxx Xxxxx Xxxxx XxxxxxxX.X. Xxx 00000 Xxxxxx, XX Xxxxx 00000 Subject: Special Provision – Block B, Block G, and Block I Aircraft *** Reference: Purchase Agreement 3712 No. 1810 (the Purchase Agreement) between The Boeing Company (Boeing) and Federal Express Corporation Southwest Airlines Co. (CustomerBuyer) relating to Model 767737-3S2F 8H4 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, Buyer wish to enter into an agreement pursuant to which each party will contribute equally *** the entry into service of the Aircraft 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]more specifically provided below.
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 foregoing, 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 theretoNorddeutsche Landesbank Girozentrale, and Bank of Utah, 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 security trustee subject 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 disclosedthe existing confidentiality agreement with the PDP Lender. Very truly yours, THE BOEING COMPANY By /s/ XxXxxxxx Xxxxxxxx Its Attorney-In-Fact ACCEPTED AND AGREED TO this DateBy: June 22, 2021 FEDERAL EXPRESS CORPORATION By /s/ Xxxxx X. Xxxxxxxx Its Vice President Attachments A, B and C FED-PA-03712-LA-1208292R4 SA-16 Special Matters Concerning [*] – Xxxxx X, Xxxxx X, Xxxxx X, Xxxxx F, Block G, Its: ATTORNEY IN FACT Purchase Agreement 3134 SA-2 TLS 747-8 Freighter [*] BOEING PROPRIETARY Supplemental Agreement 2, Page 37 of 43 6-1162-ILK-0436 Page 5 Accepted and agreed to this 1st day of March of 2010. ATLAS AIR, INC. By: Xx. Xxxxxxxx X. Gibbons Its: Vice President, Procurement Purchase Agreement 3134 SA-2 TLS 747-8 Freighter [ * Blank spaces contained confidential information that has been excluded pursuant to Item 601(b)(10)(iv) ] BOEING PROPRIETARY Supplemental Agreement 2, Page 38 of Regulation S-K because it (i) is not material and (ii) would likely cause competitive harm to FedEx if publicly disclosed. 43 The Boeing Company X.X. Xxx 0000 Xxxxxxx, XX 00000-0000 6-1162-SCR-146R3 Federal Express Corporation ILK-0437 Atlas Air, Inc. 0000 Xxxxx Xxxxx XxxxxxxXxxxxxxxxxx Xxxxxx Xxxxxxxx, XX 00000 00000-0000 Subject: Special Provision – Block B, Block G, and Block I Aircraft Reference[*] Escalation Alternatives References: 1) Purchase Agreement 3712 No. 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 (the Aircraft12) This letter agreement (Letter Agreement) cancels and supersedes Letter Agreement 6firm Boeing Model 747-1162- SCR-146R2 and amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement 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 8 Freighter Aircraft, the special provision under this Letter Agreement has expired with respect one (1) option to the Block B purchase Boeing Model 747-8 Freighter Aircraft and Block G thirteen (13) rights to purchase Boeing Model 747-8 Freighter Aircraft, and all Block B and Block G Aircraft are now firm Aircraft under the Purchase Agreement. [Defined Terms]collectively (Aircraft); 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 foregoing, 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 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 filings pursuant thereto, and or as otherwise required by law. FED, provided that the disclosing party makes commercially reasonable efforts to notify the non-PA-03712disclosing party in advance of such disclosure and considers in good faith all limitations on such disclosure requested by the non-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 disclosing party; (ii) would likely cause competitive harm for the purpose of disclosure to FedEx if 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 disclosedavailable other than as a result of the disclosure by or on behalf of such party. Very truly yours, THE BOEING COMPANY By /s/ XxXxxxxx Xxxxxxxx Xxxx Xxxxxxxxx Its Attorney-In-Fact ACCEPTED AND AGREED TO this Date: June 22August 24, 2021 FEDERAL EXPRESS CORPORATION 2011 Delta Air Lines, Inc. By /s/ Xxxxx X. Xxxxxxxx Xxxxxxxxx Xxxxxx Its Vice President Attachments A- Fleet Strategy & Transactions DAL-PA-02022-LA-1105843 August 24, B and C FED-PA-03712-LA-1208292R4 SA-16 Special Matters Concerning 2011 [***] – Xxxxx X, Xxxxx X, Xxxxx X, Xxxxx F, Block G, LA Page 2 BOEING PROPRIETARY * Blank spaces contained confidential information that has [***] Confidential portions of the material have been excluded pursuant omitted and filed separately with the Securities and Exchange Commission. Attachment A to Item 601(b)(10)(iv) DAL-PA-02022-LA-1105843 [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] DAL-PA-02022-LA-1105843 August 24, 2011 [***] LA Page 3 BOEING PROPRIETARY [***] Confidential portions of Regulation Sthe material have been omitted and filed separately with the Securities and Exchange Commission. Attachment A to DAL-K because it (i) is not 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 (ii) would likely cause competitive harm filed separately with the Securities and Exchange Commission. Attachment A to FedEx if publicly disclosedDAL-PA-02022-LA-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 [***] 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 6PA-02022-1162-SCR-146R3 Federal Express Corporation 0000 Xxxxx Xxxxx XxxxxxxLA-1105849 Delta Air Lines, XX 00000 Inc. PO Box 20706 Atlanta GA 30320‑6001 Subject: Special Provision – Block B, Block G, and Block I Aircraft [***] Reference: Purchase Agreement 3712 No. PA‑02022 (the 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 (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 have the same meaning as in the Purchase AgreementAircraft General Terms Agreement No. AGTA-DAL (AGTA). [*] 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
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 foregoing, 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 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 filings pursuant thereto, and or as otherwise required by law. FED, provided that the disclosing party makes commercially reasonable efforts to notify the non-PA-03712disclosing party in advance of such disclosure and considers in good faith all limitations on such disclosure requested by the non-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 disclosing party; (ii) would likely cause competitive harm for the purpose of disclosure to FedEx if 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 disclosedavailable other than as a result of the disclosure by or on behalf of such party. Very truly yours, THE BOEING COMPANY By /s/ XxXxxxxx Xxxxxxxx Xxxx Xxxxxxxxx Its Attorney-In-Fact ACCEPTED AND AGREED TO this Date: June 22August 24, 2021 FEDERAL EXPRESS CORPORATION 2011 Delta Air Lines, Inc. By /s/ Xxxxx X. Xxxxxxxx Xxxxxxxxx Xxxxxx Its Vice President Attachments A- Fleet Strategy & Transactions DAL-PA-2022-LA-1104482 August 24, B and C FED-PA-03712-LA-1208292R4 SA-16 Special Matters Concerning 2011 [***] – Xxxxx X, Xxxxx X, Xxxxx X, Xxxxx F, Block G, LA Page 2 BOEING PROPRIETARY * Blank spaces contained confidential information that has [***] Confidential portions of the material have been excluded pursuant to Item 601(b)(10)(iv) of Regulation S-K because it (i) is not material omitted and (ii) would likely cause competitive harm to FedEx if publicly disclosedfiled 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 6PA-2022-1162LA-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 P.O. Box 3707 Seattle, WA 98124 2207 Attachment B [***] [***] DAL-SCR-146R3 Federal Express Corporation 0000 Xxxxx Xxxxx XxxxxxxPA-2022-LA-1104482 August 24, XX 00000 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 P.O. Box 3707 Seattle, WA 98124 2207 DAL-PA-02022-LA-1104483 Delta Air Lines, Inc. PO Box 20706 Atlanta GA 30320-6001 Subject: Special Provision – Block B, Block G, and Block I Aircraft [***] Guarantee Reference: Purchase Agreement 3712 No. PA-02022 (the Purchase Agreement) between The Boeing Company (Boeing) and Federal Express Corporation Delta Air Lines, Inc. (Customer) relating to Model 767737-3S2F 900ER 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
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 foregoing, 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 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 filings pursuant thereto, and or as otherwise required by law. FED, provided that the disclosing party makes commercially reasonable efforts to notify the non-PA-03712disclosing party in advance of such disclosure and considers in good faith all limitations on such disclosure requested by the non-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 disclosing party; (ii) would likely cause competitive harm for the purpose of disclosure to FedEx if 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 disclosedavailable other than as a result of the disclosure by or on behalf of such party. Very truly yours, THE BOEING COMPANY By /s/ XxXxxxxx Xxxxxxxx Xxxx Xxxxxxxxx Its Attorney-In-Fact ACCEPTED AND AGREED TO this Date: June 22August 24, 2021 FEDERAL EXPRESS CORPORATION 2011 DELTA AIR LINES, INC. By /s/ Xxxxx X. Xxxxxxxx Xxxxxxxxx Xxxxxx Its Vice President Attachments A- Fleet Strategy & Transactions DAL-PA-02022-LA-1104483 August 24, B and C FED-PA-03712-LA-1208292R4 SA-16 Special Matters Concerning 2011 [***] – Xxxxx X, Xxxxx X, Xxxxx X, Xxxxx F, Block G, LA Page 4 BOEING PROPRIETARY * Blank spaces contained confidential information that has [***] Confidential portions of the material have been excluded pursuant to Item 601(b)(10)(iv) omitted and filed separately with the Securities and Exchange Commission. Attachment A[***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] DAL-PA-02022-LA-1104483 August 24, 2011 [***] LA Page 5 BOEING PROPRIETARY [***] Confidential portions of Regulation S-K because it (i) is not the material have been omitted and (ii) would likely cause competitive harm to FedEx if publicly disclosedfiled separately with the Securities and Exchange Commission. The Boeing Company X.X. Xxx 0000 Xxxxxxx, XX 00000-0000 6-1162-SCR-146R3 Federal Express Corporation 0000 Xxxxx Xxxxx Xxxxxxx, XX 00000 SubjectAttachment B: Special Provision – Block B, Block G, and Block I Aircraft Reference: Purchase Agreement 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 have the same meaning as in the Purchase Agreement. [***] Boeing will [***] as described in this Attachment B [***] submitted in Attachment A, [***] reported in Attachment C 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]***] 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 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 foregoing, 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 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 filings pursuant thereto, and or as otherwise required by law. FED, provided that the disclosing party makes commercially reasonable efforts to notify the non-PA-03712disclosing party in advance of such disclosure and considers in good faith all limitations on such disclosure requested by the non-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 disclosing party; (ii) would likely cause competitive harm for the purpose of disclosure to FedEx if 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 disclosedavailable other than as a result of the disclosure by or on behalf of such party. Very truly yours, THE BOEING COMPANY By /s/ XxXxxxxx Xxxxxxxx Xxxx Xxxxxxxxx Its Attorney-In-Fact Attorney‑In‑Fact ACCEPTED AND AGREED TO this Date: June 22August 24, 2021 FEDERAL EXPRESS CORPORATION By 2011 Delta Air Lines, Inc. By: /s/ Xxxxx X. Xxxxxxxx Its Xxxxxxxxx Xxxxxx Its: Vice President Attachments A- Fleet Strategy & Transactions DAL PA 02022 LA 1104481 August 24, B and C FED-PA-03712-LA-1208292R4 SA-16 Special Matters Concerning 2011 [***] – Xxxxx X, Xxxxx X, Xxxxx X, Xxxxx F, Block G, LA Page 2 BOEING PROPRIETARY * Blank spaces contained confidential information that has [***] Confidential portions of the material have been excluded pursuant to Item 601(b)(10)(iv) of Regulation S-K because it (i) is not material omitted and (ii) would likely cause competitive harm to FedEx if publicly disclosedfiled 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 6PA-02022-1162LA-1104482 Delta Air Lines, Inc. PO Box 20706 Atlanta GA 30320-SCR-146R3 Federal Express Corporation 0000 Xxxxx Xxxxx Xxxxxxx, XX 00000 6001 Subject: Special Provision – Block B, Block G, and Block I Aircraft [***] Reference: Purchase Agreement 3712 No. PA-02022 (the 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 (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 The parties hereto 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 follows with respect to the Block B and Block G Aircraft, and all Block B and Block G Covered Aircraft are now firm Aircraft under the Purchase Agreement. [Defined Terms](as defined below) performance retention.
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 foregoing, 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 thereto, 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. FED-PA-03712-LA-1208292R4 SA-16 Special Matters Concerning [*] – Xxxxx X, Xxxxx X, Xxxxx X, Xxxxx F, Block G, P.A. No. 3217 S.A. 1 Special_Escalation_Program BOEING PROPRIETARY * Blank spaces contained confidential information that has been excluded pursuant to Item 601(b)(10)(iv) of Regulation SXiamen Airlines 6-K because it (i) is not material and (ii) would likely cause competitive harm to FedEx if publicly disclosed. 1165-CKR-1322R1 Very truly yours, THE BOEING COMPANY By /s/ XxXxxxxx Xxxxxxxx Xxxxxxxxx X. Xxxxxx Its Attorney-In-Fact ACCEPTED AND AGREED TO this Date: June 22April 21, 2021 FEDERAL EXPRESS CORPORATION 2008 XIAMEN AIRLINES By /s/ Xxxx Xxxxx X. Xxxxxxxx Hua Its Vice President Attachments A, B and C FED-PA-03712-LA-1208292R4 SA-16 Special Matters Concerning [*] – Xxxxx X, Xxxxx X, Xxxxx X, Xxxxx F, Block G, P.A. No. 3217 S.A. 1 Special_Escalation_Program BOEING PROPRIETARY * Blank spaces contained confidential information that has been excluded pursuant Attachment 1 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. The Boeing Company X.X. Xxx 0000 Xxxxxxx, XX 00000-0000 6-11621165-SCR-146R3 Federal Express Corporation 0000 Xxxxx Xxxxx XxxxxxxCKR-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 *** *** *** *** *** *** *** *** *** *** *** *** 2012 *** *** *** *** *** *** *** *** *** *** *** *** 2012 *** *** *** *** *** *** *** Note: The Special Escalation Program Factors above reflect an annual rate of escalation of 3.9% per year, XX 00000 Subject: Special Provision – Block B, Block G, and Block I Aircraft Reference: Purchase Agreement 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 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]starting from July 2006.
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 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. Notwithstanding the foregoing, 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 thereto, and as required by law. FED-PA-03712-LA-1208292R4 SA-16 Special Matters Concerning [*] – Xxxxx XAgreement 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 [*] Agreement may be required by applicable law or governmental regulations, Xxxxx XCustomer shall advise Boeing in writing prior to such disclosure, Xxxxx Xif possible, Xxxxx For, Block Gif not possible, BOEING PROPRIETARY * Blank spaces 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 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 widest extent possible in the circumstances. The parties acknowledge and agree that information contained confidential information that has been excluded pursuant in this [*] Agreement may be disclosed to Item 601(b)(10)(ivCustomer’s existing lenders (PDP Lenders) under the Facility Agreement dated January 30, 2008 (PDP Credit Facility) among Customer, Norddeutsche Landesbank Girozentrale, and Bank of Regulation S-K because it Utah, as security trustee (iSecurity Trustee) is not material and (ii) would likely cause competitive harm subject to FedEx if publicly disclosedthe existing confidentiality agreement with the PDP Lender. Very truly yours, THE BOEING COMPANY By /s/ XxXxxxxx Xxxxxxxx Its Attorney-In-Fact ACCEPTED AND AGREED TO this DateBy: June 22, 2021 FEDERAL EXPRESS CORPORATION By /s/ Xxxxx X. Xxxxxxxx Its Vice President Attachments A, B and C FED-PA-03712-LA-1208292R4 SA-16 Special Matters Concerning [*] – Xxxxx X, Xxxxx X, Xxxxx X, Xxxxx F, Block G, 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. Gibbons Its: Vice President, Procurement Purchase Agreement 3134 SA-2 TLS 747-8 Freighter [*] Letter BOEING PROPRIETARY Attachment 1 to [*] Agreement 6-1162-ILK-0432 [*], Page 1 OF 1 [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] Purchase Agreement 3134 SA-2 TLS 747-8 Freighter [*] Letter BOEING PROPRIETARY Attachment 1 to [*] Agreement 6-1162-ILK-0432 [*], Page 2 [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] $ [*] [*] * Blank spaces contained confidential information that has been excluded pursuant to Item 601(b)(10)(iv) - Excludes the aircraft delivering in [*] and [*] of Regulation S[*] for which the [*]. Purchase Agreement 3134 SA-2 TLS 747-K because it (i) is not material and (ii) would likely cause competitive harm to FedEx if publicly disclosed. 8 Freighter [*] Letter BOEING PROPRIETARY The Boeing Company X.X. Xxx 0000 Xxxxxxx, XX 00000-0000 6-1162-SCR-146R3 Federal Express Corporation ILK-0214R1 Atlas Air, Inc. 0000 Xxxxx Xxxxx XxxxxxxXxxxxxxxxxx Xxxxxx Xxxxxxxx, XX 00000 00000-0000 Subject: Special Provision – Block B, Block G, and Block I Right to Purchase Additional Aircraft ReferenceReferences: (a) Purchase Agreement 3712 No. 3134 (the Purchase Agreement) between The Boeing Company (Boeing) and Federal Express Corporation Atlas Air, Inc. (Customer) relating to Model 767747-3S2F 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 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]8 Freighter aircraft; and
Appears in 1 contract
Samples: Letter Agreement (Atlas Air Worldwide Holdings Inc)
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 foregoing, 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 thereto, and as extent 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 any law applicable 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 disclosedsuch party or by a Governmental Authority. Very truly yours, THE BOEING COMPANY By /s/ XxXxxxxx Xxxxxxxx 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: June 22/s/ American Airlines, 2021 FEDERAL EXPRESS CORPORATION By /s/ Xxxxx X. Xxxxxxxx Its Inc. Its: Vice President Attachments APresident, B and C FEDFleet Planning P.A. No. 3219 XX-0 XXX-PA-03712XX-0000-LA-1208292R4 SA-16 Special Matters Concerning XX-00000X0 BOEING PROPRIETARY [*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] – 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) Attachment A: Determination of Regulation S-K because it (i) is not material and (ii) would likely cause competitive harm to FedEx if publicly disclosed. The Boeing Company X.X. Xxx 0000 Xxxxxxx, XX 00000-0000 6-1162-SCR-146R3 Federal Express Corporation 0000 Xxxxx Xxxxx Xxxxxxx, XX 00000 Subject: Special Provision – Block B, Block G, and Block I Aircraft Reference: Purchase Agreement 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 Cumulative Fleet Average Fuel Mileage Deterioration For purposes of this Letter Agreement 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 “Cumulative Fleet Average Fuel Mileage Deterioration” is the average cruise fuel mileage deterioration of the Covered Aircraft, . The determination of the special provision under this Letter Agreement has expired with respect Fleet Average Mileage Deterioration will be based on fuel mileage deterioration of individual Covered Aircraft relative 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]their Baseline Performance Level cruise fuel mileage performance as defined below.
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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 foregoing, 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 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 filings pursuant thereto, and or as otherwise required by law. FED, provided that the disclosing party makes commercially reasonable efforts to notify the non-PA-03712disclosing party in advance of such disclosure and considers in good faith all limitations on such disclosure requested by the non-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 disclosing party; (ii) would likely cause competitive harm for the purpose of disclosure to FedEx if 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 disclosedavailable 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/ XxXxxxxx Xxxxxxxx Xxxx Xxxxxxxxxxx Its Attorney-In-Fact ACCEPTED AND AGREED TO this Date: June 22March 30, 2021 FEDERAL EXPRESS CORPORATION 2017 DELTA AIR LINES, INC. By /s/ Xxxxx Xxxxxxx X. Xxxxxxxx May Its Senior Vice President Attachments A, B - Supply Chain Management and C FEDFleet DAL-PA-03712PA-02022-LA-1208292R4 SA-16 Special Matters Concerning [*] – Xxxxx X, Xxxxx X, Xxxxx X, Xxxxx F, Block G, LA-1501328R1 Put Option Aircraft SA-20 LA Page 2 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. The Boeing Company X.X. Xxx 0000 Xxxxxxx, XX 00000-0000 6-1162-SCR-146R3 Federal Express Corporation 0000 Xxxxx Xxxxx Xxxxxxx, XX 00000 Subject: Special Provision – Block B, Block G, and Block I Aircraft Reference: Purchase Agreement 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 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]PROPRIETARY
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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 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 foregoingforgoing, 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 theretohereto, 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/ XxXxxxxx Xxxxxxxx XXXXXX X. XXXX Its Attorney-In-Fact ACCEPTED AND AGREED TO this Date: June 22December 14, 2021 FEDERAL EXPRESS CORPORATION 2011 Federal Express Corporation By /s/ Xxxxx XXXXXXX X. Xxxxxxxx XXXX Its Vice President Attachments A, A and B and C BOEING PROPRIETARY Attachment A to Letter Agreement FED-PA-03712-LA-1208292R4 SA-16 Special Matters Concerning [*LA-1106152 [ * ] – Xxxxx X, Xxxxx X, Xxxxx X, Xxxxx F, Block G, BOEING PROPRIETARY * Blank spaces contained confidential information that which has been excluded filed separately with the Securities and Exchange Commission pursuant to Item 601(b)(10)(iv) Rule 24b-2 under the Securities Exchange Act of Regulation S1934, as amended. XXX-K because it (i) is not material 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 (ii) would likely cause competitive harm Exchange Commission pursuant to FedEx if publicly disclosedRule 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 6FED-1162PA-03712-SCR-146R3 LA-1106153 Federal Express Corporation 0000 Xxxxx Xxxxx Xxxxxxx, Xxxx Xxxxxxx XX 00000 Subject: Special Provision Liquidated Damages – Block B, Block G, and Block I Aircraft Non-Excusable Delay 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].
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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 foregoing, 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 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 filings pursuant thereto, and or as otherwise required by law. FED, provided that the disclosing party makes commercially reasonable efforts to notify the DAL-PA-03712PA-2022-LA-1208292R4 SA-16 Special Matters Concerning LA-1105858R1 Option Aircraft SA-17 LA Page 1 BOEING PROPRIETARY [***] – Xxxxx X, Xxxxx X, Xxxxx X, Xxxxx F, Block G, BOEING PROPRIETARY * Blank spaces contained confidential information that has been excluded pursuant Confidential portion omitted and filed separately with the Commission Pursuant to Item 601(b)(10)(iv) a Request for Confidential Treatment. non-disclosing party in advance of Regulation Ssuch disclosure and considers in good faith all limitations on such disclosure requested by the non-K because it (i) is not material and disclosing party; (ii) would likely cause competitive harm for the purpose of disclosure to FedEx if 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 disclosedavailable other than as a result of the disclosure by or on behalf of such party. Very truly yours, THE BOEING COMPANY By /s/ XxXxxxxx Xxxxxxxx Xxxx Xxxxxxxxxxx Xxxx Xxxxxxxxxxx Its Attorney-In-Fact ACCEPTED AND AGREED TO this Date: June 22December 16, 2021 FEDERAL EXPRESS CORPORATION 2015 Delta Air Lines, Inc. By /s/ Xxxxx Xxxxxxx X. Xxxxxxxx May Its Vice President Attachments A, B and C FEDSVP - Supply Chain Management DAL-PA-03712PA-2022-LA-1208292R4 SA-16 Special Matters Concerning LA-1105858R1 BOEING PROPRIETARY [***] – Xxxxx XConfidential portion omitted and filed separately with the Commission Pursuant to a Request for Confidential Treatment. DAL-PA-02022-LA-1105850R2 Delta Air Lines, 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. The Boeing Company X.X. Inc. XX Xxx 0000 Xxxxxxx, 00000 Xxxxxxx XX 00000-0000 6-1162-SCR-146R3 Federal Express Corporation 0000 Xxxxx Xxxxx Xxxxxxx, XX 00000 Subject: Special Provision – Block B, Block G, and Block I Aircraft [***] Reference: Purchase Agreement 3712 No. 2022 (the 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 (the Aircraft) This letter agreement (Letter Agreement) cancels and supersedes Letter Agreement 6-1162- SCR-146R2 and 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. [*] 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].
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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 foregoing, 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 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 filings pursuant thereto, and or as otherwise required by law. FED, provided that the disclosing party makes commercially reasonable efforts to notify the non-PA-03712disclosing party in advance of such disclosure and considers in good faith all limitations on such disclosure requested by the non-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 disclosing party; (ii) would likely cause competitive harm for the purpose of disclosure to FedEx if 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 disclosedavailable 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/ XxXxxxxx Xxxxxxxx Its Attorney-In-Fact PROPRIETARY ACCEPTED AND AGREED TO this Date: June 22July 18, 2021 FEDERAL EXPRESS CORPORATION By 2022 DELTA AIR LINES, INC. THE BOEING COMPANY By: /s/ Xxxxxxxx X. Xxxx By: /s/ Xxxxx Xxxxxxx Name: Xxxxxxxx X. Xxxxxxxx Its Xxxx Name: Xxxxx Xxxxxxx Title: Senior Vice President Attachments A, B and C FEDFleet & TechOps Supply Chain Title: Attorney-PA-03712In-LA-1208292R4 SA-16 Special Fact Open Configuration Matters Concerning [*] – Xxxxx X, Xxxxx X, Xxxxx X, Xxxxx F, Block G, DAL-PA-04696-LA-1705300 Page 3 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. The Boeing Company X.X. Xxx 0000 Xxxxxxx, XX 0000000000 2207 DAL-0000 6PA-04696-1162-SCR-146R3 Federal Express Corporation LA-2200086 Delta Air Lines, Inc. Department 923 0000 Xxxxx Xxxxx Xxxxxxxxx Xxxxxxx, XX 00000 Subject: Special Provision – Block B, Block G, and Block I Aircraft [***] Guarantees Reference: Purchase Agreement 3712 No. PA-04696 (the Purchase Agreement) between The Boeing Company (Boeing) and Federal Express Corporation Delta Air Lines, Inc. (Customer) relating to Model 767737-3S2F 10 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 will have the same meaning as in the Purchase Agreement. Boeing agrees to provide Customer with the [***] Boeing and Customer agree that, as of Supplemental Agreement No. 16 guarantees in the Attachment 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. These guarantees [Defined Terms***].
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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 foregoingother, 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 thereto, and as extent required by lawany law applicable to such party or by a Governmental Authority. FEDAAL-PA-03712PA-3219-LA-1208292R4 SA-16 Special Matters Concerning LA-1302236R2 SA-13 [****] – Xxxxx X, Xxxxx X, Xxxxx X, Xxxxx F, Block G, LA Page 6 BOEING PROPRIETARY * Blank spaces contained confidential information that has been excluded pursuant to Item 601(b)(10)(iv[****]=[CONFIDENTIAL PORTION HAS BEEN OMITTED BECAUSE IT (I) of Regulation S-K because it IS NOT MATERIAL AND (iII) is not material and (ii) would likely cause competitive harm to FedEx if publicly disclosed. WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED The Boeing CompanyP.O. Xxx 0000Xxxxxxx, XX 00000‑2207 Very truly yours, THE BOEING COMPANY By /s/ XxXxxxxx Xxxxxxxx The Boeing Company Its Attorney-In-Fact ACCEPTED AND AGREED TO this Date: June 22August 20, 2021 FEDERAL EXPRESS CORPORATION 2019 AMERICAN AIRLINES, INC. By /s/ Xxxxx X. Xxxxxxxx American Airlines, Inc. Its Vice President VP and Treasurer Attachments A, B and C FEDAAL-PA-03712PA-3219-LA-1208292R4 SA-16 Special Matters Concerning LA-1302236R2 SA-13 [****] – Xxxxx X, Xxxxx X, Xxxxx X, Xxxxx F, Block G, LA Page 1 BOEING PROPRIETARY * Blank spaces contained confidential information [****]=[CONFIDENTIAL PORTION HAS BEEN OMITTED BECAUSE IT (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED Attachment A [****] The following [****] describe(s) the items of equipment that has been excluded pursuant under the terms and conditions of this Letter Agreement are considered to Item 601(b)(10)(ivbe [****]. 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 Regulation Sany 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-K because it PA-3219-LA-1302236R2 SA-13 [****] 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 [****] This Attachment B describes the functions that Boeing will [****] to support (i) is not material the [****] and (ii) would likely cause competitive harm to FedEx if publicly disclosed. The Boeing Company X.X. Xxx 0000 Xxxxxxx, XX 00000-0000 6-1162-SCR-146R3 Federal Express Corporation 0000 Xxxxx Xxxxx Xxxxxxx, XX 00000 Subject: Special Provision – Block B, Block G, and Block I Aircraft Reference: Purchase Agreement 3712 (the Purchase Agreement) between The Boeing Company (Boeing) and Federal Express Corporation (Customer) relating to Model 767-3S2F aircraft ([****] on 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 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].
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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 the foregoing, 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 thereto, 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, **]” This information is subject to confidential treatment and has been omitted and filed separately with the commission XIA-PA-03586-LA-1501315 R1 SA-4 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/ XxXxxxxx Xxxxxxxx Its Attorney-In-Fact ACCEPTED AND AGREED TO this Date: June 22, 2021 FEDERAL EXPRESS CORPORATION XIAMEN AIRLINES By /s/ Xxxxx X. Xxxxxxxx Its Vice President Attachments A, B and C FED-PA-03712-LA-1208292R4 SA-16 Special Matters Concerning Attachment “[*] – Xxxxx X, Xxxxx X, Xxxxx X, Xxxxx F, Block G, **]” This information is subject to confidential treatment and has been omitted and filed separately with the commission XIA-PA-03586-LA-1501315 R1 SA-4 BOEING PROPRIETARY ATTACHMENT 787 DIFFERENCES TRAINING POINTS MENU 787 Training Courses Per Class Student Maximum [*****]* Blank spaces contained 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 are subject to 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 that treatment and has been excluded pursuant to Item 601(b)(10)(iv) omitted and filed separately with the commission XIA-PA-03586-LA-1501315 R1 SA-4 Customer Support Matters – Model 787-9 Page 5 BOEING PROPRIETARY XIA-PA-03586-LA-1501316 R1 Xiamen Airlines 20 Xxxxxxx Xxxx Xxxxxx, 000000 Xxxxxx Xxxxxxxx People’s Republic of Regulation S-K because it (i) is not material and (ii) would likely cause competitive harm to FedEx if publicly disclosed. The Boeing Company X.X. Xxx 0000 Xxxxxxx, XX 00000-0000 6-1162-SCR-146R3 Federal Express Corporation 0000 Xxxxx Xxxxx Xxxxxxx, XX 00000 China Subject: Special Provision Matters – Block B, Block G, and Block I Aircraft Model 787-9 Reference: Purchase Agreement 3712 No. PA-03586 (the Purchase Agreement) between The Boeing Company (Boeing) and Federal Express Corporation Xiamen Airlines (Customer) relating to Model 767787-3S2F 9 aircraft (the 787-9 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].
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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 foregoing, 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 thereto, and as be required by lawapplicable law or governmental regulations. 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 Customer shall be fully responsible 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 disclosedBoeing for compliance with such obligations. Very truly yours, THE BOEING COMPANY By /s/ XxXxxxxx Xxxxxxxx Xxxxx X Xxxxxxx Its Attorney-In-Fact ACCEPTED AND AGREED TO this Date: June 22December 13, 2021 FEDERAL EXPRESS CORPORATION 0000 XXXXXXXXX XXXXXXXX CO. By /s/ Xxxxx X. Xxxxxxxx Xxxxxxx Van de Ven Its Vice President Attachments A, B and C FEDEVP & Chief Operating Officer SWA-PA-03712PA-03729-LA-1208292R4 SA-16 Special Matters Concerning [LA-1106477 *] – Xxxxx X, Xxxxx X, Xxxxx X, Xxxxx F, Block G, ** Page 10 BOEING PROPRIETARY Attachment A: *** Blank spaces contained confidential information that has been excluded pursuant to Item 601(b)(10)(iv) of Regulation S*** Year 1: Year 2: Year 3: Year 4: Year 5: *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** SWA-K because it (i) is not material and (ii) would likely cause competitive harm to FedEx if publicly disclosed. The Boeing Company X.X. Xxx 0000 Xxxxxxx, XX 00000PA-03729-0000 6-1162-SCR-146R3 Federal Express Corporation 0000 Xxxxx Xxxxx Xxxxxxx, XX 00000 SubjectLA-1106477 *** Page 11 BOEING PROPRIETARY Attachment B: Special Provision – Block B, Block G, and Block I Aircraft Reference: Purchase Agreement 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 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: Aircraft General Terms Agreement (Southwest Airlines Co)
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 foregoing, 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 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 filings pursuant thereto, and or as otherwise required by law. FED, provided that the disclosing party makes commercially reasonable efforts to notify the non-PA-03712disclosing party in advance of such disclosure and considers in good faith all limitations on such disclosure requested by the non-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 disclosing party; (ii) would likely cause competitive harm for the purpose of disclosure to FedEx if 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 disclosedavailable 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/ XxXxxxxx Xxxxxxxx Its Attorney-In-Fact Xxxx Xxxxxxxxx _______________ Its: Attorney‑In‑Fact ACCEPTED AND AGREED TO this TO: Date: June 22August 24, 2021 FEDERAL EXPRESS CORPORATION By 2011 Delta air lines, inc. By: /s/ Xxxxx X. Xxxxxxxx Its Xxxxxxxxx Xxxxxx Its: Vice President Attachments A- Fleet Strategy & Transactions 6 1162 RLL 2234R7 August 24, B and C FED-PA-03712-LA-1208292R4 SA-16 2011 Special Matters Concerning LA Page 4 BOEING PROPRIETARY [***] – Xxxxx X, Xxxxx X, Xxxxx X, Xxxxx F, Block G, BOEING PROPRIETARY * Blank spaces contained confidential information that has Confidential portions of the material have been excluded pursuant to Item 601(b)(10)(iv) of Regulation S-K because it (i) is not material omitted and (ii) would likely cause competitive harm to FedEx if publicly disclosedfiled separately with the Securities and Exchange Commission. The Boeing Company X.X. Xxx 0000 XxxxxxxP.O. Box 3707 Seattle, XX 00000-0000 6-1162-SCR-146R3 Federal Express Corporation 0000 Xxxxx Xxxxx XxxxxxxWA 98124 2207 DAL‑PA‑02022‑LA‑1104481 Delta Air Lines, XX 00000 Inc. PO Box 20706 Atlanta GA 30320‑6001 Subject: Special Provision – Block B, Block G, and Block I Aircraft Reference[***] References: 1) Purchase Agreement 3712 No. PA‑02022 (the 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 (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 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]); and
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 foregoing, 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 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 filings pursuant thereto, and or as otherwise required by law. FED, provided that the disclosing party makes commercially reasonable efforts to notify the non-PA-03712-LA-1208292R4 SA-16 Special Matters Concerning disclosing party in advance of such disclosure and considers in good faith all limitations on such disclosure requested by [***] – Xxxxx X, Xxxxx X, Xxxxx X, Xxxxx F, Block G, BOEING PROPRIETARY * Blank spaces contained confidential information that has been excluded pursuant Confidential portion omitted and filed separately with the Commission Pursuant to Item 601(b)(10)(iv) of Regulation Sa Request for Confidential Treatment. the non-K because it (i) is not material and disclosing party; (ii) would likely cause competitive harm for the purpose of disclosure to FedEx if 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 disclosedavailable other than as a result of the disclosure by or on behalf of such party. Very truly yours, THE BOEING COMPANY By /s/ XxXxxxxx Xxxxxxxx Xxxx Xxxxxxxxxxx Its Attorney-In-Fact ACCEPTED AND AGREED TO this Date: June 22December 16, 2021 FEDERAL EXPRESS CORPORATION 2015 DELTA AIR LINES, INC. By /s/ Xxxxx Xxxxxxx X. Xxxxxxxx May Its Vice President Attachments A, B and C FED-PA-03712-LA-1208292R4 SA-16 Special Matters Concerning SVP - Supply Chain Management [***] – Xxxxx XConfidential portion omitted and filed separately with the Commission Pursuant to a Request for Confidential Treatment. ATTACHMENT A [***] [***] [***] Confidential portion omitted and filed separately with the Commission Pursuant to a Request for Confidential Treatment. DAL-PA-02022-LA-1105843R3 Delta Air Lines, 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. The Boeing Company X.X. Inc. XX Xxx 0000 Xxxxxxx, 00000 Xxxxxxx XX 00000-0000 6-1162-SCR-146R3 Federal Express Corporation 0000 Xxxxx Xxxxx Xxxxxxx, XX 00000 Subject: Special Provision – Block B, Block G, and Block I Aircraft [***] Reference: Purchase Agreement 3712 No. PA-02022 (the Purchase Agreement) between The Boeing Company (Boeing) and Federal Express Corporation Delta Air Lines, Inc. (Customer) relating to Model 767737-3S2F 900ER 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 This Letter Agreement has been revised to include the additional twenty (20) Incremental Aircraft identified in 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 Agreement17 (SA-17). [Defined Terms***]
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 foregoing, 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 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 filings pursuant thereto, and or as otherwise required by law. FED, provided that the disclosing party makes commercially reasonable efforts to notify the non-PA-03712disclosing party in advance of such disclosure and considers in good faith all limitations on such disclosure requested by the non-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 disclosing party; (ii) would likely cause competitive harm for the purpose of disclosure to FedEx if 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 disclosedavailable 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/ XxXxxxxx Xxxxxxxx Will Witherspoon_______ Xxxx Xxxxxxxxxxx Its Attorney-In-Attorney in Fact ACCEPTED AND AGREED TO this Date: June 22, 2021 FEDERAL EXPRESS CORPORATION By /s/ Xxxxx X. Xxxxxxxx Its Vice President Attachments A, B and C FED-PA-03712-LA-1208292R4 SA-16 Special Matters Concerning ___________ P.A. 2022 SA‑17 Page 4 [*] – 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. The Boeing Company X.X. Xxx 0000 Xxxxxxx, XX 00000-0000 6-1162-SCR-146R3 Federal Express Corporation 0000 Xxxxx Xxxxx Xxxxxxx, XX 00000 Subject: Special Provision – Block B, Block G, and Block I Aircraft Reference: Purchase Agreement 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 have the same meaning as in the Purchase Agreement. [**] Boeing Confidential portion omitted and Customer agree that, as of Supplemental Agreement Nofiled separately with the Commission Pursuant to a Request for Confidential Treatment. 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]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 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 foregoing, 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 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 filings pursuant thereto, and or as otherwise required by law. FED, provided that the disclosing party makes commercially reasonable efforts to notify the non-PA-03712disclosing party in advance of such disclosure and considers in good faith all limitations on such disclosure requested by the non-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 disclosing party; (ii) would likely cause competitive harm for the purpose of disclosure to FedEx if 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 disclosedavailable 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/ XxXxxxxx Xxxxxxxx Xxxx Xxxxxxxxxxx Its Attorney-In-Attorney in Fact ACCEPTED AND AGREED TO this Date: June 22, 2021 FEDERAL EXPRESS CORPORATION By /s/ Xxxxx X. Xxxxxxxx Its Vice President Attachments A, B and C FED-PA-03712-LA-1208292R4 SA-16 Special Matters Concerning P.A. 2022 SA‑20 Page 3 [*] – 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. The Boeing Company X.X. Xxx 0000 Xxxxxxx, XX 00000-0000 6-1162-SCR-146R3 Federal Express Corporation 0000 Xxxxx Xxxxx Xxxxxxx, XX 00000 Subject: Special Provision – Block B, Block G, and Block I Aircraft Reference: Purchase Agreement 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 have the same meaning as in the Purchase Agreement. [**] Boeing Confidential portion omitted and Customer agree that, as of Supplemental Agreement No. 16 filed separately with the Commission Pursuant to the Purchase Agreement, the Determination Date has passed a Request 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]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 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 foregoing, 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 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 filings pursuant thereto, and or as otherwise required by law. FED, provided that the disclosing party makes commercially reasonable efforts to notify the non-PA-03712disclosing party in advance of such disclosure and considers in good faith all limitations on such disclosure requested by the non-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 disclosing party; (ii) would likely cause competitive harm for the purpose of disclosure to FedEx if 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 disclosedavailable 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/ XxXxxxxx Xxxxxxxx Xxxx Xxxxxxxxx Its Attorney-Inin-Fact ACCEPTED AND AGREED TO this Date: June 22P.A. 2022 SA 13 August 24, 2021 FEDERAL EXPRESS CORPORATION By /s/ Xxxxx X. Xxxxxxxx Its Vice President Attachments A, B and C FED-PA-03712-LA-1208292R4 SA-16 Special Matters Concerning 2011 [***] – Xxxxx XConfidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission. Table 1Q[***] To Purchase Agreement No. PA-02022 Aircraft Delivery, Xxxxx XDescription, Xxxxx XPrice 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 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, Xxxxx FDescription, Block GPrice 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 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 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 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 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 * Blank spaces contained confidential information that has [***] Confidential portions of the material have been excluded pursuant omitted and filed separately with the Securities and Exchange Commission. Exhibit A5 AIRCRAFT CONFIGURATION Dated August 24, 2011 relating to Item 601(b)(10)(iv) of Regulation SBOEING MODEL 737-K because it (i) 900ER AIRCRAFT The 737-900ER Aircraft is not material and (ii) would likely cause competitive harm to FedEx if publicly discloseddescribed by Boeing Configuration Specification [***]. The Boeing Company X.X. Xxx 0000 XxxxxxxDetail 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 00000-0000 6-1162-SCR-146R3 Federal Express Corporation 0000 Xxxxx Xxxxx Xxxxxxx, XX 00000 Subject: Special Provision – Block B, Block G[***], and Block I [***] and include the following: [***] [***] [***] The Aircraft Reference: Purchase Agreement 3712 (Basic Price does not include 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 have the same meaning as in the Purchase Agreementprice effects of any Buyer Furnished Equipment or Seller Purchased Equipment. [***] Boeing DAL-PA-02022-EXA5 August 24, 2011 BOEING PROPRIETARY [***] Confidential portions of the material have been omitted and Customer agree thatfiled separately with the Securities and Exchange Commission. BUYER FURNISHED EQUIPMENT VARIABLES between THE BOEING COMPANY and Delta Air Lines, as Inc. Supplemental Exhibit BFE2 to Purchase Agreement Number 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. BUYER FURNISHED EQUIPMENT VARIABLES relating to BOEING MODEL 737NG AIRCRAFT This Supplemental Agreement No. 16 Exhibit BFE2 contains supplier selection dates, on-dock dates and other requirements applicable 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
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 foregoing, 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 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 filings pursuant thereto, and or as otherwise required by law. FED, provided that the disclosing party makes commercially reasonable efforts to notify the non-PA-03712disclosing party in advance of such disclosure and considers in good faith all limitations on such disclosure requested by the non-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 disclosing party; (ii) would likely cause competitive harm for the purpose of disclosure to FedEx if 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 disclosedavailable other than as a result of the disclosure by or on behalf of such party. Very truly yours, THE BOEING COMPANY By /s/ XxXxxxxx Xxxxxxxx Xxxx Xxxxxxxxxxx Its Attorney-In-Fact ACCEPTED AND AGREED TO this Date: June 22March 30, 2021 FEDERAL EXPRESS CORPORATION 2017 DELTA AIR LINES, INC. By /s/ Xxxxx Xxxxxxx X. Xxxxxxxx May Its Senior Vice President Attachments A, B – Supply Chain Management and C FEDFleet DAL-PA-03712PA-02022-LA-1208292R4 SA-16 Special Matters Concerning LA-1105843R6 [***] – Xxxxx X, Xxxxx X, Xxxxx X, Xxxxx F, Block G, SA-20 LA Page 2 BOEING PROPRIETARY * Blank spaces contained confidential information that has been excluded pursuant [***] Confidential portion omitted and filed separately with the Commission Pursuant to Item 601(b)(10)(iv) of Regulation Sa Request for Confidential Treatment Attachment A to DAL-K because it (i) is not material PA-02022-LA-1105843R6 [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] 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[***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] DAL-PA-02022-LA-1105843R6 [***] SA-20 LA Page 12 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 [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] 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 6-1162-SCR-146R3 Federal Express Corporation 0000 Xxxxx Xxxxx Xxxxxxx, XX 00000 Subject: Special Provision – Block B, Block G, and Block I Aircraft Reference: Purchase Agreement 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 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]Company
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 8) without the prior written consent of Boeing. Notwithstanding the foregoing, 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 thereto, 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 Boeing and (iic) would likely cause competitive harm any auditors, financial advisors, attorneys and independent contractors of Customer who have a need to FedEx if publicly disclosedknow such information and have signed a confidentiality agreement in the same form and substance similar to this paragraph 8. Customer shall be fully responsible to Boeing for compliance with such obligations. Very truly yours, THE BOEING COMPANY By /s/ XxXxxxxx Xxxxxxxx Xxxxx Xxxxxx Its Attorney-In-Fact ACCEPTED AND AGREED TO this Date: June 22February 27, 2021 FEDERAL EXPRESS 2013 AIR LEASE CORPORATION By /s/ Xxxxx Xxxxxxx X. Xxxxxxxx Xxxxxx Its Senior Vice President Attachments A, B and C FEDChief Financial Officer HAZ-PA-03712PA-03658-LA-1208292R4 SA-16 Special Matters Concerning LA-1300258 SA-5 [*] – Xxxxx X, Xxxxx X, Xxxxx X, Xxxxx F, Block G, BOEING PROPRIETARY * Blank spaces contained confidential information that has been excluded pursuant Enclosure 15 ATTACHMENT A 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. The Boeing Company X.X. Xxx 0000 Xxxxxxx, XX 00000-0000 6-1162-SCR-146R3 Federal Express Corporation 0000 Xxxxx Xxxxx Xxxxxxx, XX 00000 Subject: Special Provision – Block B, Block G, and Block I Aircraft Reference: Purchase Agreement 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 6HAZ-1162- SCR-146R2 and amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement have the same meaning as in the Purchase Agreement. PA-03658-LA-1300258 [*] Boeing * Confidential material omitted and Customer agree that, as of Supplemental Agreement Nofiled separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. 16 HAZ-PA-03658-LA-1300258 SA-5 BOEING PROPRIETARY Enclosure 15 ATTACHMENT B 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 HAZ-PA-03658-LA-1300258 [*] * Confidential material omitted and filed separately with respect the Securities and Exchange Commission pursuant to a request for confidential treatment. HAZ-PA-03658-LA-1300258 SA-5 BOEING PROPRIETARY [*] * Confidential material omitted and filed separately with the Block B Securities and Block G Aircraft, and all Block B and Block G Aircraft are now firm Aircraft under the Purchase Agreement. [Defined Terms]Exchange Commission pursuant to a request for confidential treatment.
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 foregoing, 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 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 filings pursuant thereto, and or as otherwise required by law. FED, provided that the disclosing party makes commercially reasonable efforts to notify the non-PA-03712disclosing party in advance of such disclosure and considers in good faith all limitations on such disclosure requested by the non-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 disclosing party; (ii) would likely cause competitive harm for the purpose of disclosure to FedEx if 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 disclosedavailable 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/ XxXxxxxx Xxxxxxxx Xxxx Xxxxxxxxx Its Attorney-In-Fact ACCEPTED AND AGREED TO this Date: June 22August 24, 2021 FEDERAL EXPRESS CORPORATION 2011 Delta Air Lines, Inc. By /s/ Xxxxx X. Xxxxxxxx Xxxxxxxxx Xxxxxx Its Vice President Attachments A, B and C 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 - Fleet Strategy & Transactions Attachment 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. The Boeing Company X.X. Xxx 0000 Xxxxxxx, XX 00000-0000 6-1162-SCR-146R3 Federal Express Corporation 0000 Xxxxx Xxxxx Xxxxxxx, XX 00000 Subject: Special Provision – Block B, Block G, and Block I Aircraft Reference: Purchase Agreement 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 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. DAL-PA-02022-LA-1104485 CFM56-7B27E/F Engines Page 1 [Defined Terms***]
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 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 foregoing, 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 thereto, 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. 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/ XxXxxxxx Xxxxxxxx Its Attorney-In-Fact ACCEPTED AND AGREED TO this Date: June 22, 2021 FEDERAL EXPRESS CORPORATION XIAMEN AIRLINES By /s/ Xxxxx X. Xxxxxxxx Its Vice President Attachments A, B and C FEDXIA-PA-03712PA-03807-LA-1208292R4 SA-16 Special Matters Concerning LA-1301956 BOEING PROPRIETARY ""[*] – Xxxxx X, Xxxxx X, Xxxxx X, Xxxxx F, Block G, BOEING PROPRIETARY * Blank spaces contained **]" This information is subject to confidential information that treatment and has been excluded pursuant to Item 601(b)(10)(iv) of Regulation S-K because it (i) is not material omitted and (ii) would likely cause competitive harm to FedEx if publicly disclosed. filed separately with the commission" The Boeing Company X.X. P.X. Xxx 0000 Xxxxxxx, XX 00000-0000 6XIA-1162PA-03807-SCR-146R3 Federal Express Corporation 0000 Xxxxx Xxxxx XxxxxxxLA-1301957 Xiamen Airlines 20 Xxxxxxx Xxxx Xxxxxx, XX 00000 Xxxxxx Xxxxxxxx, 000000 People’s Republic of China Subject: Special Provision – Block B, Block G, and Block I Aircraft Promotional Support Reference: Purchase Agreement 3712 No. PA-03807 (the Purchase Agreement) between The Boeing Company (Boeing) and Federal Express Corporation Xiamen Airlines (Customer) relating to Model 767737-3S2F 8 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 will have the same meaning as in the Purchase Agreement. [*] Boeing and Customer agree that, 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 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]more specifically provided below.
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 foregoing, 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 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 filings pursuant thereto, and or as otherwise required by law. FED, provided that the disclosing party makes commercially reasonable efforts to notify the non-PA-03712disclosing party in advance of such disclosure and considers in good faith all limitations on such disclosure requested by the non-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 disclosing party; (ii) would likely cause competitive harm for the purpose of disclosure to FedEx if 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 disclosedavailable 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/ XxXxxxxx Xxxxxxxx Xxxx Xxxxxxxxxxx Xxxx Xxxxxxxxxxx Its Attorney-In-Fact ACCEPTED AND AGREED TO this Date: June 22December 16, 2021 FEDERAL EXPRESS CORPORATION By 2015 DELTA AIR LINES, INC. By: /s/ Xxxxx Xxxxxxx X. Xxxxxxxx Its Vice President Attachments A, B and C FEDMay Xxxxxxx X. May Its: SVP - Supply Chain Management XXX-PA-03712XX-00000-LA-1208292R4 SA-16 Special Matters Concerning [*] – Xxxxx X, Xxxxx X, Xxxxx X, Xxxxx F, Block G, XX-0000000X0 XXXX Terms Revisions SA-17 LA Page 4 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. The Boeing Company X.X. Xxx 0000 Xxxxxxx, XX 00000-0000 6-1162-SCR-146R3 Federal Express Corporation 0000 Xxxxx Xxxxx Xxxxxxx, XX 00000 Subject: Special Provision – Block B, Block G, and Block I Aircraft Reference: Purchase Agreement 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 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]PROPRIETARY
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 foregoing, 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 thereto, and as be required by lawapplicable law or governmental regulations. 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 Customer shall be fully responsible 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 disclosedBoeing for compliance with such obligations. Very truly yours, THE BOEING COMPANY By /s/ XxXxxxxx Xxxxxxxx Xxxxx X Xxxxxxx Its Attorney-In-Fact ACCEPTED AND AGREED TO this Date: June 22December 13 , 2021 FEDERAL EXPRESS CORPORATION 2011 SOUTHWEST AIRLINES CO. By /s/ Xxxxx X. Xxxxxxxx Xxxxxxx Van de Ven Its Vice President Attachments A, B and C FED-PA-03712-LA-1208292R4 SA-16 Special Matters Concerning EVP & Chief Operating Officer [***] – 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. The Boeing Company X.X. Xxx 0000 Xxxxxxx, XX 00000-0000 6-1162-SCR-146R3 Federal Express Corporation 0000 Xxxxx Xxxxx Xxxxxxx, XX 00000 SubjectAttachment A: Special Provision – Block B, Block G, and Block I Aircraft Reference: Purchase Agreement 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 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***] Year 1:____ Year 2:____ Year 3:____ Year 4:____ Year 5:____ [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] SWA-PA-03729-LA-1106477 Page 11 [***] BOEING PROPRIETARY Attachment B: [***] [***]
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 foregoing, 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 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 filings pursuant thereto, and or as otherwise required by law. FED, provided that the disclosing party makes commercially reasonable efforts to notify the non-PA-03712disclosing party in advance of such disclosure and considers in good faith all limitations on such disclosure requested by the non-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 disclosing party; (ii) would likely cause competitive harm for the purpose of disclosure to FedEx if 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 disclosedavailable other than as a result of the disclosure by or on behalf of such party. Very truly yours, THE BOEING COMPANY By By: /s/ XxXxxxxx Xxxxxxxx Its Attorney-In-Xxxx Xxxxxxxxxxx Its: Attorney in Fact ACCEPTED AND AGREED TO this TO: Date: June 22December 16, 2021 FEDERAL EXPRESS CORPORATION By 2015 DELTA AIR LINES, INC. By: /s/ Xxxxx Xxxxxxx X. Xxxxxxxx Its Vice President Attachments A, B and C FEDMay Its: SVP- Supply Chain Management 6-PA-037121162-LA-1208292R4 SA-16 RLL-2234R10 Special Matters Concerning SA-17 LA Page 5 BOEING PROPRIETARY [***] – Xxxxx XConfidential portion omitted and filed separately with the Commission Pursuant to a Request for Confidential Treatment. DAL-PA-02022-LA-1104482R1 Delta Air Lines, 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. The Boeing Company X.X. Inc. XX Xxx 0000 Xxxxxxx, 00000 Xxxxxxx XX 00000-0000 6-1162-SCR-146R3 Federal Express Corporation 0000 Xxxxx Xxxxx Xxxxxxx, XX 00000 Subject: Special Provision – Block B, Block G, and Block I Aircraft [***] Reference: Purchase Agreement 3712 No. PA-02022 (the 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 (the Aircraft) This letter agreement (Letter Agreement) cancels revises and supersedes Letter Agreement 6DAL-1162- SCR-146R2 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. [*] Boeing and Customer The parties hereto 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 follows with respect to the Block B and Block G Aircraft, and all Block B and Block G Covered Aircraft are now firm Aircraft under the Purchase Agreement. [Defined Terms](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 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 foregoing, Customer may disclose this Letter Agreement and the terms and conditions or any information contained herein to its parent company, FedEx Corporation, to any other person or entity. In the Board event that Customer in good faith concludes (based upon an opinion of Directors counsel) that disclosure of its parent corporation, FedEx Corporation, to its professional advisors under a duty of confidentiality with respect thereto, and as information contained in this Letter Agreement may be required by law. FED-PA-03712-LA-1208292R4 SA-16 Special Matters Concerning applicable law or governmental regulations, Customer shall advise Boeing in writing prior to such disclosure, if possible, or, if [*] – Xxxxx X, Xxxxx X, Xxxxx X, Xxxxx F, Block G, Escalation Alternatives BOEING PROPRIETARY * Blank spaces 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 interests in this regard, and 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 widest extent possible in the circumstances. The parties acknowledge and agree that information contained confidential information that has been excluded pursuant in this Letter Agreement may be disclosed to Item 601(b)(10)(ivCustomer’s existing lenders (PDP Lenders) under the Facility Agreement dated January 30, 2008 among Customer, Norddeutsche Landesbank Girozentrale, and Bank of Regulation S-K because it (i) is not material and (ii) would likely cause competitive harm Utah, as security trustee subject to FedEx if publicly disclosedthe existing confidentiality agreement with the PDP Lender. Very truly yours, THE BOEING COMPANY By /s/ XxXxxxxx Xxxxxxxx Its Attorney-In-Fact ACCEPTED AND AGREED TO this DateBy: June 22, 2021 FEDERAL EXPRESS CORPORATION By /s/ Xxxxx X. Xxxxxxxx Its Vice President Attachments A, B and C FED-PA-03712-LA-1208292R4 SA-16 Special Matters Concerning [*] – Xxxxx XIts: ATTORNEY IN FACT Accepted and agreed to this 1st day of March of 2010. ATLAS AIR, Xxxxx XINC. By: Xx. Xxxxxxxx X. Gibbons Its: Vice President, Xxxxx X, Xxxxx F, Block G, Procurement P.A. No. 3134 [*] Escalation Alternatives BOEING PROPRIETARY * Blank spaces contained confidential information that has been excluded pursuant Supplemental Agreement 2, Page 42 of 43 Atlas Air, Inc. Attachment 1 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. The Boeing Company X.X. Xxx 0000 Xxxxxxx, XX 00000-0000 6-1162-SCR-146R3 Federal Express Corporation 0000 Xxxxx Xxxxx Xxxxxxx, XX 00000 SubjectILK-0437 Page 1 of 1 Attachment 1: Special Provision – Block B, Block G, and Block I Aircraft Reference: Purchase Agreement 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 have the same meaning as in the Purchase Agreement. [*] Boeing and Customer agree that, as of Supplemental Agreement [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] P.A. 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. 3134 [Defined Terms*] Escalation Alternatives BOEING PROPRIETARY [*]
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 foregoing, 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 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 filings pursuant thereto, and or as otherwise required by law. FED, provided that the disclosing party makes commercially reasonable efforts to notify the non-PA-03712disclosing party in advance of such disclosure and considers in good faith all limitations on such disclosure requested by the non-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 disclosing party; (ii) would likely cause competitive harm for the purpose of disclosure to FedEx if 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 disclosedavailable 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/ XxXxxxxx Xxxxxxxx Xxxx Xxxxxxxxxxx Xxxx Xxxxxxxxxxx Its Attorney-In-Fact ACCEPTED AND AGREED TO this Date: June 22December 16, 2021 FEDERAL EXPRESS CORPORATION 2015 Delta Air Lines, Inc. By /s/ Xxxxx Xxxxxxx X. Xxxxxxxx May Its Vice President Attachments A, B and C FEDSVP - Supply Chain Management DAL-PA-03712PA-2022-LA-1208292R4 SA-16 Special Matters Concerning LA-1104482R1 [***] – Xxxxx X, Xxxxx X, Xxxxx X, Xxxxx F, Block G, SA-17 LA Page 3 BOEING PROPRIETARY * Blank spaces contained confidential information that has been excluded pursuant [***] Confidential portion omitted and filed separately with the Commission Pursuant to Item 601(b)(10)(iv) of Regulation Sa Request for Confidential Treatment. Attachment A Delivery Schedule for Covered Aircraft [***] DAL-K because it (i) is not material PA-2022-LA-1104482R1 [***] SA-17 LA Page 4 BOEING PROPRIETARY [***] Confidential portion omitted and (ii) would likely cause competitive harm filed separately with the Commission Pursuant to FedEx if publicly discloseda Request for Confidential Treatment. The Boeing Company X.X. Attachment B [***] DAL-PA-2022-LA-1104482R1 [***] SA-17 LA Page 5 BOEING PROPRIETARY [***] 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 6-1162-SCR-146R3 Federal Express Corporation 0000 Xxxxx Xxxxx Xxxxxxx, XX 00000 Subject: Special Provision – Block B, Block G, and Block I Aircraft Agreement for [***] Reference: Purchase Agreement 3712 No. PA-02022 (the Purchase Agreement) between The Boeing Company (Boeing) and Federal Express Corporation Delta Air Lines, Inc. (Customer) relating to Model 767737-3S2F aircraft (the Aircraft) 732/-832/-932 aircraft. This letter agreement (Letter Agreement) cancels revises and supersedes Letter Agreement 6DAL-1162- SCR-146R2 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. [*] 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
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 foregoing, 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 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 filings pursuant thereto, and or as otherwise required by law. FED, provided that the disclosing party makes commercially reasonable efforts to notify the non-PA-03712disclosing party in advance of such disclosure and considers in DAL-LA-1208292R4 SA-16 Special Matters Concerning PA-02022-LA-1104487 August 24, 2011 [***] – Xxxxx X, Xxxxx X, Xxxxx X, Xxxxx F, Block G, LA Page 1 BOEING PROPRIETARY * Blank spaces contained confidential information that has [***] Confidential portions of the material have been excluded pursuant to Item 601(b)(10)(iv) of Regulation Somitted and filed separately with the Securities and Exchange Commission. good faith all limitations on such disclosure requested by the non-K because it (i) is not material and disclosing party; (ii) would likely cause competitive harm for the purpose of disclosure to FedEx if 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 disclosedavailable other than as a result of the disclosure by or on behalf of such party. Very truly yours, THE BOEING COMPANY By /s/ XxXxxxxx Xxxxxxxx Xxxx Xxxxxxxxx Its Attorney-In-Fact ACCEPTED AND AGREED TO this Date: June 22August 24, 2021 FEDERAL EXPRESS CORPORATION 2011 DELTA AIR LINES, INC. By /s/ Xxxxx X. Xxxxxxxx Xxxxxxxxx Xxxxxx Its Vice President Attachments A- Fleet Strategy & Transactions DAL-PA-02022-LA-1104487 August 24, B and C FED-PA-03712-LA-1208292R4 SA-16 Special Matters Concerning 2011 [***] – Xxxxx X, Xxxxx X, Xxxxx X, Xxxxx F, Block G, LA Page 2 BOEING PROPRIETARY * Blank spaces contained confidential information that has [***] Confidential portions of the material have been excluded pursuant to Item 601(b)(10)(iv) of Regulation S-K because it (i) is not material omitted and (ii) would likely cause competitive harm to FedEx if publicly disclosedfiled 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 6PA-02022-1162LA-1105850 Delta Air Lines, Inc. PO Box 20706 Atlanta GA 30320-SCR-146R3 Federal Express Corporation 0000 Xxxxx Xxxxx Xxxxxxx, XX 00000 6001 Subject: Special Provision – Block B, Block G, and Block I Aircraft [***] Reference: Purchase Agreement 3712 No. 2022 (the 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 (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
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 foregoing, 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 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 filings pursuant thereto, and or as otherwise required by law. FED, provided that the disclosing party makes commercially reasonable efforts to notify the non-PA-03712disclosing party in advance of such disclosure and considers in good faith all limitations on such disclosure requested by the non-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 disclosing party; (ii) would likely cause competitive harm for the purpose of disclosure to FedEx if 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 disclosedavailable 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/ XxXxxxxx Xxxxxxxx Xxxx Xxxxxxxxx Its Attorney-In-Fact ACCEPTED AND AGREED TO this Date: June 22August 24, 2021 FEDERAL EXPRESS CORPORATION 2011 DELTA AIR LINES, INC. By /s/ Xxxxx X. Xxxxxxxx Xxxxxxxxx Xxxxxx Its Vice President Attachments A- Fleet Strategy & Transactions DAL-PA-02022-LA-1105848 August 24, B and C FED-PA-03712-LA-1208292R4 SA-16 Special Matters Concerning 2011 [***] – Xxxxx X, Xxxxx X, Xxxxx X, Xxxxx F, Block G, Page 3 BOEING PROPRIETARY * Blank spaces contained confidential information that has [***] Confidential portions of the material have been excluded pursuant to Item 601(b)(10)(iv) of Regulation S-K because it (i) is not material omitted and (ii) would likely cause competitive harm to FedEx if publicly disclosedfiled 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 6PA-02022-1162LA-1104487 Delta Air Lines, Inc. PO Box 20706 Atlanta GA 30320-SCR-146R3 Federal Express Corporation 0000 Xxxxx Xxxxx Xxxxxxx, XX 00000 6001 Subject: Special Provision – Block B, Block G, and Block I Aircraft [***] Reference: Purchase Agreement 3712 No. PA-02022 (the Purchase Agreement) between The Boeing Company (Boeing) and Federal Express Corporation Delta Air Lines, Inc. (Customer) relating to Model 767737-3S2F 900ER 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
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 foregoing, 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 thereto, and as extent 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 any law applicable 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 disclosedsuch party or by a Governmental Authority. Very truly yours, THE BOEING COMPANY By By: /s/ XxXxxxxx Xxxxxxxx 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: June 22May 29, 2021 FEDERAL EXPRESS CORPORATION By 2019 AMERICAN AIRLINES, INC. By: /s/ Xxxxx X. Xxxxxxxx Its Vice President Attachments AAmerican Airlines, B and C FEDInc. Its: MD Fleet AAL-PA-03712PA-03219-LA-1208292R4 SA-16 Special Matters Concerning LA-1802262R1 SA-12 [****] – Xxxxx X, Xxxxx X, Xxxxx X, Xxxxx F, Block G, Page 4 of 6 BOEING PROPRIETARY * Blank spaces contained confidential information that has been excluded pursuant to Item 601(b)(10)(iv[****]=[CONFIDENTIAL PORTION HAS BEEN OMITTED BECAUSE IT (I) of Regulation S-K because it IS NOT MATERIAL AND (iII) is not material and (ii) would likely cause competitive harm to FedEx if publicly disclosed. The Boeing Company X.X. Xxx 0000 XxxxxxxWOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED] Attachment A Airframe Price, XX 00000-0000 6-1162-SCR-146R3 Federal Express Corporation 0000 Xxxxx Xxxxx Xxxxxxx, XX 00000 Subject: Special Provision – Block B, Block GOptional Features Prices, and Block I Aircraft Reference: Purchase Agreement 3712 (Basic Price for the Purchase Agreement) between The Boeing Company (Boeing) and Federal Express Corporation (Customer) relating to Model 767787-3S2F aircraft (the Aircraft) This letter agreement (Letter Agreement) cancels and supersedes Letter Agreement 68 AAL-1162- SCR-146R2 and amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement have the same meaning as in the Purchase Agreement. PA-03219-LA-1802262R1 SA-12 [****] Boeing and Customer agree that, as Page 5 of Supplemental 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 Letter Agreement No. 16 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 (Per Aircraft): $[****] Base Year Index (ECI): [****] Aircraft Basic Price (Excluding BFE/SPE): $[****] Base Year Index (CPI): [****] Buyer Furnished Equipment (BFE) Estimate: $[****] Engine Escalation Data: //Seller Purchased Equipment (SPE)/In-Flight Ent $[****] Base Year Index (ECI): [****] LIFT Seats Provided by Boeing (Estimate): $[****] Base Year Index (CPI): [****] Non-Refundable Deposit/Aircraft at Def Agreemt: $[****] 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 the Purchase Agreement, the Determination Date has passed for all Block 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) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED] Attachment B and Block G Aircraft, the special provision under this To Letter Agreement has expired with respect 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 the Block B and Block G Aircraft, and all Block B and Block G Aircraft are now firm Aircraft under the Purchase Agreement. Delivery): [Defined Terms****] [****] [****] 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. 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 foregoing, 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 thereto, and as required by law. FEDHAZ-PA-03712PA-03659-LA-1208292R4 SA-16 Special Matters Concerning [*] – Xxxxx X, Xxxxx X, Xxxxx X, Xxxxx F, Block G, LA-1805142 SA-10 BOEING PROPRIETARY * Blank spaces contained confidential information that has been excluded pursuant Enclosure 15 form and substance similar to Item 601(b)(10)(iv) of Regulation S-K because it (i) is not material and (ii) would likely cause competitive harm this paragraph 7. Customer shall be fully responsible to FedEx if publicly disclosedBoeing for compliance with such obligations. Very truly yours, THE BOEING COMPANY By /s/ XxXxxxxx Xxxxxxx Xxxxxxxx Its Attorney-Inin-Fact fact ACCEPTED AND AGREED TO this Date: June 22August 6, 2021 FEDERAL EXPRESS 2018 AIR LEASE CORPORATION By /s/ Xxxxx Xxxx X. Xxxxxxxx Xxxxxxx Its Vice CEO & President Attachments A, B * Confidential material omitted and C FEDfiled separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. HAZ-PA-03712PA-03659-LA-1208292R4 SA-16 Special Matters Concerning LA-1805142 SA-10 BOEING PROPRIETARY Enclosure 14 Attachment A to Letter Agreement HAZ-PA-03659-LA-1805142 [*] – Xxxxx X, Xxxxx X, Xxxxx X, Xxxxx F, Block G, * Confidential material omitted and filed separately with the Securities and Exchange Commission pursuant to 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 [*] * Blank spaces contained confidential information that has been excluded Confidential material omitted and filed separately with the Securities and Exchange Commission pursuant to Item 601(b)(10)(iv) of Regulation Sa request for confidential treatment. HAZ-K because it (i) is not material and (ii) would likely cause competitive harm to FedEx if publicly disclosed. PA-03659-LA-1805142 SA-10 BOEING PROPRIETARY The Boeing Company X.X. Xxx 0000 Xxxxxxx, XX 0000000000 2207 HAZ-0000 6PA-3659-1162-SCR-146R3 Federal Express LA-1805362 Air Lease Corporation 0000 Xxxxxx xx xxx Xxxxx, Xxxxx Xxxxx 0000X Xxx Xxxxxxx, XX Xxxxxxxxxx 00000 Subject: Special Provision – Block B, Block G, Model 787 Post‑Delivery Software and Block I Aircraft Data Loading Reference: Purchase Agreement 3712 No. PA-03659 (the 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) 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 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 (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 foregoing, 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 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 filings pursuant thereto, and or as otherwise required by law. FED, provided that the disclosing party makes commercially reasonable efforts to notify the non-PA-03712disclosing party in advance of such disclosure and considers in good faith all limitations DAL-LA-1208292R4 SA-16 Special Matters Concerning PA-2022-LA-1105843R3 [***] – Xxxxx X, Xxxxx X, Xxxxx X, Xxxxx F, Block G, SA-17 LA Page 1 BOEING PROPRIETARY * Blank spaces contained confidential information that has been excluded pursuant [***] Confidential portion omitted and filed separately with the Commission Pursuant to Item 601(b)(10)(iv) of Regulation Sa Request for Confidential Treatment. on such disclosure requested by the non-K because it (i) is not material and disclosing party; (ii) would likely cause competitive harm for the purpose of disclosure to FedEx if 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 disclosedavailable other than as a result of the disclosure by or on behalf of such party. Very truly yours, THE BOEING COMPANY By /s/ XxXxxxxx Xxxxxxxx Xxxx Xxxxxxxxxxx Its Attorney-In-Fact ACCEPTED AND AGREED TO this Date: June 22December 16, 2021 FEDERAL EXPRESS CORPORATION 2015 Delta Air Lines, Inc. By /s/ Xxxxx Xxxxxxx X. Xxxxxxxx May Its Vice President Attachments A, B and C FEDSVP - Supply Chain Management DAL-PA-03712PA-2022-LA-1208292R4 SA-16 Special Matters Concerning LA-1105843R3 [***] – Xxxxx X, Xxxxx X, Xxxxx X, Xxxxx F, Block G, SA-17 LA Page 2 BOEING PROPRIETARY * Blank spaces contained confidential information that has been excluded pursuant [***] Confidential portion omitted and filed separately with the Commission Pursuant to Item 601(b)(10)(iv) of Regulation Sa Request for Confidential Treatment. Attachment A [***] DAL-K because it (i) is not material PA-2022-LA-1105843R3 [***] SA-17 LA Page 3 BOEING PROPRIETARY [***] Confidential portion omitted and (ii) would likely cause competitive harm filed separately with the Commission Pursuant to FedEx if publicly discloseda Request for Confidential Treatment. The Boeing Company X.X. Attachment B [***] DAL-PA-2022-LA-1105843R3 [***] SA-17 LA Page 4 BOEING PROPRIETARY [***] 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 6-1162-SCR-146R3 Federal Express Corporation 0000 Xxxxx Xxxxx Xxxxxxx, XX 00000 Subject: Special Provision – Block B, Block G, and Block I Put Option Aircraft Reference: Purchase Agreement 3712 No. PA-02022 (the Purchase Agreement) between The Boeing Company (Boeing) and Federal Express Corporation Delta Air Lines, Inc. (Customer) relating to Model 767737-3S2F 900ER 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 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 [*] 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
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 Boeing. Notwithstanding the foregoing, 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 thereto, 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 Boeing and (iic) would likely cause competitive harm any auditors, financial advisors, attorneys and independent contractors of Customer who have a need to FedEx if publicly disclosedknow such information and have signed a confidentiality agreement in the same form and substance similar to this paragraph 6. Customer shall be fully responsible to Boeing for compliance with such obligations. Very truly yours, THE BOEING COMPANY By /s/ XxXxxxxx Xxxxxxx Xxxxxxxx Its Attorney-Inin-Fact fact ACCEPTED AND AGREED TO this Date: June 22August 6, 2021 FEDERAL EXPRESS 2018 AIR LEASE CORPORATION By /s/ Xxxxx Xxxx X. Xxxxxxxx Xxxxxxx Its Vice CEO & President Attachments A, B * Confidential material omitted and C FEDfiled separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. H HAZ-PA-03712PA-03791-LA-1208292R4 SA-16 Special Matters Concerning LA-1805016 SA-18 BOEING PROPRIETARY Enclosure 11 Attachment A to Letter Agreement HAZ-PA-03791-LA-18005016 [*] – Xxxxx X, Xxxxx X, Xxxxx X, Xxxxx F, Block G, [*] * Confidential material omitted and filed separately with the Securities and Exchange Commission pursuant to 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 [*] [*] [*] [*] [*] [*] * Blank spaces contained confidential information that has been excluded Confidential material omitted and filed separately with the Securities and Exchange Commission pursuant to Item 601(b)(10)(iv) of Regulation Sa request for confidential treatment. H HAZ-K because it (i) is not material and (ii) would likely cause competitive harm to FedEx if publicly disclosed. PA-03791-LA-1805016 SA-18 BOEING PROPRIETARY The Boeing Company X.X. Xxx 0000 Xxxxxxx, XX 00000-0000 6HAZ-1162PA-03791-SCR-146R3 Federal Express LA-1208079R2 Air Lease Corporation 0000 Xxxxxx xx xxx Xxxxx, Xxxxx Xxxxx 0000X Xxx Xxxxxxx, XX 00000 Subject: Special Provision – Block B, Block G, and Block I Aircraft [*] Reference: Purchase Agreement 3712 No. PA-03791 (the 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 (the Aircraft) This letter agreement (Letter Agreement) cancels and supersedes Letter Agreement 6-1162- SCR-146R2 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. [*] 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: Table 1a (Air Lease Corp)
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 foregoingpurchase 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 thereto, and (3) as required by law. FED-PA-03712-LA-1208292R4 SA-16 Special Matters Concerning the rules of any stock market applicable to the parties on condition that the party wishing to make such disclosure BOEING PROPRIETARY ""[*] – Xxxxx X, Xxxxx X, Xxxxx X, Xxxxx F, Block G, BOEING PROPRIETARY * Blank spaces contained **]" This information is subject to confidential information that treatment and has been excluded pursuant omitted and filed separately with the commission" shall first use reasonable efforts to Item 601(b)(10)(ivseek 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) of Regulation S-K because it (i) is not material and (ii) would likely cause competitive harm to FedEx if publicly disclosedas may be required by applicable law. Very truly yours, THE BOEING COMPANY By /s/ XxXxxxxx Xxxxxxxx Its Attorney-In-Fact ACCEPTED AND AGREED TO this Date: June 22, 2021 FEDERAL EXPRESS CORPORATION XIAMEN AIRLINES By /s/ Xxxxx X. Xxxxxxxx Its Vice President Attachments A, B and C FEDAttachment XIA-PA-03712PA-03807-LA-1208292R4 SA-16 Special Matters Concerning LA-1301962 BOEING PROPRIETARY ""[***]" This information is subject to confidential treatment and has been omitted and filed separately with the commission" Attachment to Letter Agreement Nx. XXX-XX-00000-XX-0000000 [***] – Xxxxx X, Xxxxx X, Xxxxx X, Xxxxx F, Block G, 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 * Blank spaces contained ""[***]" This information is subject to confidential information that treatment and has been excluded pursuant to Item 601(b)(10)(iv) of Regulation S-K because it (i) is not material omitted and (ii) would likely cause competitive harm to FedEx if publicly disclosed. The Boeing Company X.X. Xxx 0000 Xxxxxxx, XX 00000-0000 6-1162-SCR-146R3 Federal Express Corporation 0000 Xxxxx Xxxxx Xxxxxxx, XX 00000 Subject: Special Provision – Block B, Block G, and Block I Aircraft Reference: Purchase Agreement 3712 (filed separately with 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 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]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 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 foregoing, 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 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 filings pursuant thereto, and or as otherwise required by law. FED, provided that the disclosing party makes commercially reasonable efforts to notify the non-PA-03712disclosing party in advance of such disclosure and considers in good faith all limitations on such disclosure requested by the non-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 disclosing party; (ii) would likely cause competitive harm for the purpose of disclosure to FedEx if 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 disclosedavailable other than as a result of the disclosure by or on behalf of such party. Very truly yours, THE BOEING COMPANY By /s/ XxXxxxxx Xxxxxxxx Xxxx Xxxxxxxxx Its Attorney-In-Fact ACCEPTED AND AGREED TO this Date: June 22August 24, 2021 FEDERAL EXPRESS CORPORATION 2011 DELTA AIR LINES, INC. By /s/ Xxxxx X. Xxxxxxxx Xxxxxxxxx Xxxxxx Its Vice President Attachments A- Fleet Strategy & Transactions DAL-PA-02022-LA-1105850 August 24, B and C FED-PA-03712-LA-1208292R4 SA-16 Special Matters Concerning 2011 [***] – Xxxxx X, Xxxxx X, Xxxxx X, Xxxxx F, Block G, Page 2 BOEING PROPRIETARY * Blank spaces contained confidential information that has [***] Confidential portions of the material have been excluded pursuant to Item 601(b)(10)(iv) omitted and filed separately with the Securities and Exchange Commission. ATTACHMENT A [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] DAL-PA-02022-LA-1105850 August 24, 2011 [***] Page 3 BOEING PROPRIETARY [***] Confidential portions of Regulation Sthe material have been omitted and filed separately with the Securities and Exchange Commission. [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] DAL-K because it (i) is not PA-02022-LA-1105850 August 24, 2011 [***] Page 4 BOEING PROPRIETARY [***] Confidential portions of the material have been omitted and (ii) would likely cause competitive harm to FedEx if publicly disclosedfiled separately with the Securities and Exchange Commission. [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] DAL-PA-02022-LA-1105850 August 24, 2011 [***] Page 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 6PA-02022-1162LA-1105858 Delta Air Lines, Inc. PO Box 20706 Atlanta GA 30320-SCR-146R3 Federal Express Corporation 0000 Xxxxx Xxxxx Xxxxxxx, XX 00000 6001 Subject: Special Provision – Block B, Block G, and Block I Option Aircraft Reference: Purchase Agreement 3712 No. PA-02022 (the Purchase Agreement) between The Boeing Company (Boeing) and Federal Express Corporation Delta Air Lines, Inc. (Customer) relating to Model 767737-3S2F 900ER 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. [*] Upon execution of this Letter Agreement, the provisions of Article 3 of Aircraft General Terms Agreement Number AGTA-DAL between Boeing and Customer agree that, dated as of Supplemental Agreement NoOctober 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. 16 The parties agree to execute a supplemental agreement to AGTA-DAL for the Purchase Agreement, purpose of conforming the Determination Date has passed for all Block B and Block G Aircraft, AGTA-DAL documentation to reflect the special provision under amendments made by 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
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 foregoing, 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 thereto, 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, 2012 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/ XxXxxxxx Xxxxxxxx Xxxxxx Xxxxx Its Attorney-In-Fact ACCEPTED AND AGREED TO this Date: June 22October 10, 2021 FEDERAL EXPRESS CORPORATION 2012 ALASKA AIRLINES, INC. By /s/ Xxxxx X. Xxxxxxxx Xxxx Xxxxxxx Its Vice President Attachments AVP/Finance & Treasurer ASA-PA-3866-LA-09443 October 10, B and C FED-PA-03712-LA-1208292R4 SA-16 Special Matters Concerning 2012 Agreement for [***] – Xxxxx X, Xxxxx X, Xxxxx X, Xxxxx F, Block G, Page 4 BOEING PROPRIETARY Attachment A1 To ASA-PA-3866-LA-09443 Page 1 [***] * Blank spaces Indicates that certain information contained confidential information that herein has been excluded pursuant omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to Item 601(b)(10)(iv) of Regulation Sthe omitted portions. AERO-K because it (i) is not material B-BBA4-M12-0594 BOEING PROPRIETARY SS12-0309 Attachment A1 To ASA-PA-3866-LA-09443 Page 2 [***] * Indicates that certain information contained herein has been omitted and (ii) would likely cause competitive harm filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to FedEx if publicly disclosedthe 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 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 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 6-1162-SCR-146R3 Federal Express Corporation 0000 Xxxxx Xxxxx Xxxxxxx, XX 00000 Subject: Special Provision [***] – Block B, Block G, and Block I Aircraft Non-Excusable Delay Reference: Purchase Agreement 3712 No. 3866 (the 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 (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
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 foregoing, 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 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 filings pursuant thereto, and or as otherwise required by law. FED, provided that the disclosing party makes commercially reasonable efforts to notify the non-PA-03712disclosing party in advance of such disclosure and considers in good faith all limitations on such disclosure requested by the non-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 disclosing party; (ii) would likely cause competitive harm for the purpose of disclosure to FedEx if 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 disclosedavailable other than as a result of the disclosure by or on behalf of such party. Very truly yours, THE BOEING COMPANY By /s/ XxXxxxxx Xxxxxxxx Xxxx Xxxxxxxxx Its Attorney-In-Fact ACCEPTED AND AGREED TO this Date: June 22August 24, 2021 FEDERAL EXPRESS CORPORATION 2011 DELTA AIR LINES, INC. By /s/ Xxxxx X. Xxxxxxxx Xxxxxxxxx Xxxxxx Its Vice President Attachments A- Fleet Strategy & Transactions DAL-PA-02022-LA-1105843 August 24, B and C FED-PA-03712-LA-1208292R4 SA-16 Special Matters Concerning 2011 [***] – Xxxxx X, Xxxxx X, Xxxxx X, Xxxxx F, Block G, LA Page 2 BOEING PROPRIETARY * Blank spaces contained confidential information that has [***] Confidential portions of the material have been excluded pursuant to Item 601(b)(10)(iv) of Regulation S-K because it (i) is not material omitted and (ii) would likely cause competitive harm to FedEx if publicly disclosedfiled 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 6PA-02022-1162LA-1104480 Delta Air Lines, Inc. PO Box 20706 Atlanta GA 30320-SCR-146R3 Federal Express Corporation 0000 Xxxxx Xxxxx Xxxxxxx, XX 00000 6001 Subject: Special Provision – Block B, Block G, and Block I Aircraft Reference: Purchase Agreement 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 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
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 foregoing, 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 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 filings pursuant thereto, and or as otherwise required by law. FED, provided that the disclosing party makes commercially reasonable efforts to notify the non-PA-03712disclosing party in advance of such disclosure and considers in good faith all limitations on such disclosure requested by the non-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 disclosing party; (ii) would likely cause competitive harm for the purpose of disclosure to FedEx if 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 disclosedavailable 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/ XxXxxxxx Xxxxxxxx Xxxx Xxxxxxxxxxx Its Attorney-In-Fact ACCEPTED AND AGREED TO this Date: June 22December 16, 2021 FEDERAL EXPRESS CORPORATION 2015 DELTA AIR LINES, INC. By /s/ Xxxxx Xxxxxxx X. Xxxxxxxx May Its Vice President Attachments A, B and C FEDSVP - Supply Chain Management DAL-PA-03712PA-2022-LA-1208292R4 SA-16 Special Matters Concerning LA-1501328 Put Option Aircraft SA-17 LA Page 3 BOEING PROPRIETARY [***] – Xxxxx X, Xxxxx X, Xxxxx X, Xxxxx F, Block G, BOEING PROPRIETARY * Blank spaces contained confidential information that has been excluded pursuant Confidential portion omitted and filed separately with the Commission 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 discloseda Request for Confidential Treatment. The Boeing Company X.X. Xxx 0000 Xxxxxxx, XX 00000-0000 6-1162-SCR-146R3 Federal Express Corporation 0000 Xxxxx Xxxxx Xxxxxxx, XX 00000 Subject: Special Provision – Block B, Block G, and Block I Aircraft Reference: Purchase Agreement 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 have the same meaning as in the Purchase Agreement. 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 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 Customer agree thatAdvance 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 to 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, as 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 Supplemental Agreement NoAirframe 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. 16 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 Purchase Agreement, the Determination Date has passed Commission Pursuant to a Request 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 AgreementConfidential Treatment. [Defined Terms]DAL-PA-02022 73634-1F.TXT SA-17
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 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 Boeing. Notwithstanding the foregoingother party hereto, 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 thereto, 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 Boeing or Buyer's auditors, insurance brokers and attorneys (Professional Advisors) who have a need to FedEx if publicly disclosedknow 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. Such party will be fully responsible to the other party for it’s Professional Advisors' compliance with such obligations. This article and the 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 inserting a purchase order number in the spaces provided below and returning one copy to the undersigned at facsimile number 000-000-0000 on or before July 15, 2010, the date on which this offer will otherwise expire. Very truly yoursTruly Yours, THE BOEING COMPANY By /s/ XxXxxxxx Isabelle Session Xxxxxxxx Its AttorneyX. Session 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: June 22July 2nd, 2021 FEDERAL EXPRESS CORPORATION By 0000 Xxxxxxxxx Xxxxxxxx Xx. Signature: /s/ Xxxxx X. Xxxxxxxx Its Vice President Attachments A, B and C FEDXxxxxxx Van de Ven Printed name: Xxxxxxx Van de Ven Title: EVP - COO SWA-PA-03712-LA-1208292R4 SA-16 Special Matters Concerning [RE-1000838 *] – Xxxxx X, Xxxxx X, Xxxxx X, Xxxxx F, Block G, ** Page 12 BOEING PROPRIETARY EXHIBIT B *** Blank spaces contained confidential information that has been excluded pursuant to Item 601(b)(10)(iv) of Regulation SSWA-K because it (i) is not material and (ii) would likely cause competitive harm to FedEx if publicly disclosedRE-1000838 *** Page 13 BOEING PROPRIETARY EXHIBIT C AIRCRAFT INDUCTION RECEIPT [RECEIVING INSPECTION REPORT] MODIFICATION ORDER NO.SWA-RE-1000838 BETWEEN THE BOEING COMPANY AND SOUTHWEST AIRLINES CO. The Boeing Company X.X. Xxx 0000 Xxxxxxx, XX 00000-0000 6-1162-SCR-146R3 Federal Express Corporation 0000 Xxxxx Xxxxx Xxxxxxx, XX 00000 Subject: Special Provision – Block B, Block G, and Block I Aircraft Reference: Purchase Agreement 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 have the same meaning as in the Purchase Agreement. [*] Boeing and Customer agree that, Dated 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]AIRCRAFT RECEIVING INSPECTION REPORT.
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 foregoing, 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 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 filings pursuant thereto, and or as otherwise required by law. FED, provided that the disclosing party makes commercially reasonable efforts to notify the non-PA-03712disclosing party in advance of such disclosure and considers in good faith all limitations on such disclosure requested by the non-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 disclosing party; (ii) would likely cause competitive harm for the purpose of disclosure to FedEx if 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 disclosedavailable 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/ XxXxxxxx Xxxxxxxx Xxxx Xxxxxxxxx Its Attorney-In-Fact ACCEPTED AND AGREED TO this Date: June 22August 24, 2021 FEDERAL EXPRESS CORPORATION 2011 Delta Air Lines, Inc. By /s/ Xxxxx X. Xxxxxxxx Xxxxxxxxx Xxxxxx Its Vice President Attachments A, B and C FED-PA-03712-LA-1208292R4 SA-16 Special Matters Concerning - Fleet Strategy & Transactions BOEING PROPRIETARY [***] – Xxxxx XConfidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission. Attachment To Option Aircraft Letter No. DAL-PA-02022-LA-1104485 Aircraft Delivery, Xxxxx XDescription, Xxxxx X, Xxxxx F, Block G, 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 Delivery): Delivery Number of Factor Adv Payment Base [***] [***] [***] [***] [***] [***] Date Aircraft (Airframe) Price Per A/P [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] BOEING PROPRIETARY * Blank spaces contained confidential information that has [***] Confidential portions of the material have been excluded pursuant to Item 601(b)(10)(iv) omitted and filed separately with the Securities and Exchange Commission. [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] BOEING PROPRIETARY [***] Confidential portions of Regulation Sthe material have been omitted and filed separately with the Securities and Exchange Commission. DAL-K because it (i) is not material and (ii) would likely cause competitive harm to FedEx if publicly disclosed. The Boeing Company X.X. Xxx 0000 XxxxxxxPA-02022-LA-1105843 Delta Air Lines, XX 00000Inc. PO Box 20706 Atlanta GA 30320-0000 6-1162-SCR-146R3 Federal Express Corporation 0000 Xxxxx Xxxxx Xxxxxxx, XX 00000 6001 Subject: Special Provision – Block B, Block G, and Block I Aircraft [***] Reference: Purchase Agreement 3712 No. PA-02022 (the Purchase Agreement) between The Boeing Company (Boeing) and Federal Express Corporation Delta Air Lines, Inc. (Customer) relating to Model 767737-3S2F 900ER 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
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 Boeing. Notwithstanding the foregoing, 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 thereto, 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 Boeing and (iic) would likely cause competitive harm any auditors, financial advisors, attorneys and independent contractors of Customer who have a need to FedEx if publicly disclosedknow such information and have signed a confidentiality agreement in the same form and substance similar to this paragraph 7. Customer shall be fully responsible to Boeing for compliance with such obligations. Very truly yours, THE BOEING COMPANY By /s/ XxXxxxxx Xxxxxxxx Jxxxx X. Xxxxxxxxx Its Attorney-Inin-Fact fact ACCEPTED AND AGREED TO this Date: June 22July 31, 2021 FEDERAL EXPRESS 2017 AIR LEASE CORPORATION By /s/ Xxxxx Jxxx X. Xxxxxxxx Xxxxxxx Its Vice President Attachments A, B CEO * Confidential material omitted and C FEDfiled separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. HAZ-PA-03712PA-03791-LA-1208292R4 SA-16 Special Matters Concerning LA-1208083R3 SA-14 BOEING PROPRIETARY Enclosure 7 Attachment A to Letter Agreement HAZ-PA-03791-LA-1208083R3 [*] – Xxxxx X, Xxxxx X, Xxxxx X, Xxxxx F, Block G, [*] * 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 Enclosure 7 Attachment B to Letter Agreement HAZ-PA-03791-LA-1208083R3 [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] * Blank spaces contained confidential information that has been excluded Confidential material omitted and filed separately with the Securities and Exchange Commission pursuant to Item 601(b)(10)(iv) of Regulation Sa request for confidential treatment. HAZ-K because it (i) is not PA-03791-LA-1208083R3 SA-14 BOEING PROPRIETARY [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] * Confidential material omitted and (ii) would likely cause competitive harm filed separately with the Securities and Exchange Commission pursuant to FedEx if publicly discloseda 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 6PA-03791-1162-SCR-146R3 Federal Express LA-1208090R6 Air Lease Corporation 0000 2000 Xxxxxx xx xxx Xxxxx, Xxxxx Xxxxx 0000X Xxx Xxxxxxx, XX 00000 Subject: Special Provision – Block B, Block G, Matters for 737-8 and Block I 737-9 Aircraft Reference: Purchase Agreement 3712 No. PA-03791 (the Purchase Agreement) between The Boeing Company (Boeing) and Federal Express Air Lease Corporation (Customer) relating to Model 767737-3S2F 8 and 737-9 aircraft (the Aircraft) This letter agreement (Letter Agreement) cancels and supersedes Letter Agreement 6-1162- SCR-146R2 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. [*] 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
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 Boeing. Notwithstanding the foregoing, 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 thereto, 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 Boeing and (iic) would likely cause competitive harm any auditors, financial advisors, attorneys and independent contractors of Customer who have a need to FedEx if publicly disclosedknow such information and have signed a confidentiality agreement in the same form and substance similar to this paragraph 7. Customer shall be fully responsible to Boeing for compliance with such obligations. Very truly yours, THE BOEING COMPANY By /s/ XxXxxxxx Xxxxxxxx Xxxxx X. Xxxxxxxxx Its Attorney-Inin-Fact fact ACCEPTED AND AGREED TO this Date: June 22December 5, 2021 FEDERAL EXPRESS 2016 AIR LEASE CORPORATION By /s/ Xxxxx X. Xxxxxxxx Xxxx Its Executive Vice President Attachments A, B and C FEDBOEING PROPRIETARY Attachment A to Letter Agreement HAZ-PA-03712PA-03659-LA-1208292R4 SA-16 Special Matters Concerning LA-1301082R1 [*] – Xxxxx X, Xxxxx X, Xxxxx X, Xxxxx F, Block G, * Confidential material omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. Attachment A Page 1 BOEING PROPRIETARY Enclosure 14 Attachment B to Letter Agreement HAZ-PA-03659-LA-1301082R1 [*] * Blank spaces contained confidential information that has been excluded Confidential material omitted and filed separately with the Securities and Exchange Commission 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 discloseda request for confidential treatment. Attachment B Page 1 BOEING PROPRIETARY Enclosure 15 The Boeing Company X.X. Xxx 0000 Xxxxxxx, XX 00000-0000 6HAZ-1162PA-03659-SCR-146R3 Federal Express LA-1601083 Air Lease Corporation 0000 Xxxxxx xx xxx Xxxxx, Xxxxx Xxxxx 0000X Xxx Xxxxxxx, XX 00000 Subject: Special Provision – Block B, Block G, and Block I Aircraft Matters Relating to In-Seat IFE Video Equipment [*] Reference: 1. Purchase Agreement 3712 No. PA-03659 (the Purchase Agreement) between The Boeing Company (Boeing) and Federal Express Air Lease Corporation (Customer) relating to Model 767-3S2F 787 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 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 (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 foregoing, 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 thereto, and as required by lawrequest for confidential treatment. FEDHAZ-PA-03712PA-03658-LA-1208292R4 SA-16 Special LA-1104684R4 SA-7 Leasing Matters Concerning [*] – Xxxxx X, Xxxxx X, Xxxxx X, Xxxxx F, Block G, Page 5 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/ XxXxxxxx Xxxxxxxx Xxx X. Xxxxxxxxx Its Attorney-In-Fact ACCEPTED AND AGREED TO this Date: June 22July 11, 2021 FEDERAL EXPRESS 2014 AIR LEASE CORPORATION By /s/ Xxxxx Xxxxxx X. Xxxxxxxx Udvar-Házy Its Vice President Attachments A, B and C FEDChairman & CEO HAZ-PA-03712PA-03658-LA-1208292R4 SA-16 Special LA-1104684R4 SA-7 Leasing Matters Concerning [*] – Xxxxx X, Xxxxx X, Xxxxx X, Xxxxx F, Block G, Page 6 BOEING PROPRIETARY * Blank spaces contained confidential information 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 negotiation and changes which are required by the parties thereto. A Partial Assignment of Rights agreement must be executed prior to the provision of the training, services and 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 has been excluded time pursuant to Item 601(b)(10)(iv) an agreed form of Regulation Sassignment agreement. HAZ-K because it (i) is not material and (ii) would likely cause competitive harm to FedEx if publicly disclosed. The PA-03658-LA-1104684R4 SA-7 Leasing Matters Attachment A Page 1 BOEING PROPRIETARY Boeing Company Commercial Airplanes X.X. Xxx 0000 Xxxxxxx, XX Xxxxxxxxxx 00000-0000 6Attention: Vice President - Contracts Mail Stop 75-1162-SCR-146R3 Federal Express Corporation 0000 Xxxxx Xxxxx Xxxxxxx, XX 00000 38 Subject: Special Provision – Block B, Block G, Partial Assignment of Rights - Air Lease Corporation as Lessor and Block I ________________________ as Lessee of Model 777-300ER Aircraft Reference(Partial Assignment) Gentlemen: Purchase Agreement 3712 (In connection with the Purchase Agreement) between The Boeing Company (Boeing) and Federal Express lease by Air Lease Corporation (Customer) relating to Model 767-3S2F ________________________ (Lessee) of a Boeing 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 have the same meaning as in the Purchase Agreement. [*] Boeing and Customer agree thatmore fully described below), as of Supplemental Agreement No. 16 reference is made 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]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 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 foregoing, 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 thereto, and as required by law. FED-PA-03712-LA-1208292R4 SA-16 Special Matters Concerning [*] – Xxxxx XLA-1208292R1 September 23, Xxxxx X, Xxxxx X, Xxxxx F, Block G, 2014 Page 3 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/ XxXxxxxx Xxxxxxxx L. Xxxxxxx Xxxxxx Its Attorney-In-Fact ACCEPTED AND AGREED TO this Date: June 22September 29, 2021 2014 FEDERAL EXPRESS CORPORATION By /s/ Xxxxx Xxxxxxx X. Xxxxxxxx Xxxx Its Vice President Aircraft Acquisition Attachments A, B and C BOEING PROPRIETARY Attachment A to Letter Agreement FED-PA-03712-LA-1208292R4 SA-16 Special Matters Concerning LA-1208292R1 [*] – Xxxxx XFED-PA-03712-LA-1208292R1 Attachment A September 23, Xxxxx X, Xxxxx X, Xxxxx F, Block G, 2014 BOEING PROPRIETARY * Blank spaces contained confidential information that which has been excluded filed separately with the Securities and Exchange Commission pursuant to Item 601(b)(10)(iv) Rule 24b-2 under the Securities Exchange Act of Regulation S1934, as amended. Attachment B to Letter Agreement FED-K because it (i) is not material PA-03712-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 (ii) would likely cause competitive harm Exchange Commission pursuant to FedEx if publicly disclosedRule 24b-2 under the Securities Exchange Act of 1934, as amended. Attachment C to Letter Agreement FED-PA-03712-LA-1208292R1 ESCALATION EXAMPLE [*] FED-PA-03712-LA-1208292R1 Attachment C 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. The Boeing Company X.X. Xxx 0000 Xxxxxxx, XX 00000-0000 6-1162-SCR-146R3 Federal Express Corporation 0000 Xxxxx Xxxxx Xxxxxxxx Xxxx Xxxxxxx, XX 00000 Subject: Special Provision – Block B, Block G, [*] References: (a) Customer Services General Terms Agreement No. S2-2 (CSGTA) between The Boeing Company (Boeing) and Block I Aircraft Reference: Federal Express Corporation (Customer) (b) Supplemental Agreement No. 5 to Purchase Agreement 3712 No. PA-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 have the same meaning as in the Purchase Agreement. [*] Customer understands that Boeing considers certain commercial and financial information contained in this offer as confidential. Customer agree thatagrees that it will treat this offer and the information contained herein as confidential and will not, without the 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 of Supplemental Agreement Noamended. 16 to the Purchase AgreementAGREED AND ACCEPTED this September 29, the Determination 2014 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]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 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 foregoing, 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 thereto, 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/ XxXxxxxx Xxxxxxxx XXXXXX X. XXXX Its Attorney-In-Fact ACCEPTED AND AGREED TO this Date: June 2229, 2021 2012 FEDERAL EXPRESS CORPORATION By /s/ Xxxxx XXXXXXX X. Xxxxxxxx XXXX Its Vice President Aircraft Acquisition Attachments A, B and C 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 which has been excluded filed separately with the Securities and Exchange Commission pursuant to Item 601(b)(10)(iv) Rule 24b-2 under the Securities Act of Regulation S1934, as amended. BOEING PROPRIETARY Attachment A to Letter Agreement FED-K because it (i) is not material PA-03712-LA-1208292 [*] * Blank spaces contained confidential information which has been filed separately with the Securities and (ii) would likely cause competitive harm Exchange Commission pursuant to FedEx if publicly disclosedRule 24b-2 under the Securities Act of 1934, as amended. XXX-XX-00000-XX-0000000 Xxxxxxxxxx A June 29, 2012 BOEING PROPRIETARY Attachment B 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 B June 29, 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 6FED-1162PA-03712-SCR-146R3 LA-1106159R1 Federal Express Corporation 0000 Xxxxx Xxxxx Xxxxxxx, Xxxxxxx XX 00000 Subject: Special Provision – Block B, Block G, and Block I Aircraft ReferenceMatters Concerning [*] References: 1. 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 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]); 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 foregoing, 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 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 filings pursuant thereto, and or as otherwise required by law. FED, provided that the disclosing party makes commercially reasonable efforts to notify the non-PA-03712disclosing party in advance of such disclosure and considers in good faith all limitations on such disclosure requested by the non-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 disclosing party; (ii) would likely cause competitive harm for the purpose of disclosure to FedEx if 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 disclosedavailable other than as a result of the disclosure by or on behalf of such party. Very truly yours, THE BOEING COMPANY By /s/ XxXxxxxx Xxxxxxxx Xxxx Xxxxxxxxxxx Xxxx Xxxxxxxxxxx Its Attorney-In-Fact ACCEPTED AND AGREED TO this Date: June 22December 16, 2021 FEDERAL EXPRESS CORPORATION 2015 DELTA AIR LINES, INC. By /s/ Xxxxx Xxxxxxx X. Xxxxxxxx May Its Vice President Attachments A, B and C FEDSVP - Supply Chain Mangement DAL-PA-03712PA-2022-LA-1208292R4 SA-16 Special Matters Concerning LA-1104487R1 [***] – Xxxxx X, Xxxxx X, Xxxxx X, Xxxxx F, Block G, SA-17 LA Page 2 BOEING PROPRIETARY * Blank spaces contained confidential information that has been excluded pursuant [***] Confidential portion omitted and filed separately with the Commission Pursuant to Item 601(b)(10)(iv) of Regulation Sa Request for Confidential Treatment. DAL-K because it (i) is not material and (ii) would likely cause competitive harm to FedEx if publicly disclosed. The Boeing Company X.X. PA-02022-LA-1105858R1 Delta Air Lines, Inc. XX Xxx 0000 Xxxxxxx, 00000 Xxxxxxx XX 00000-0000 6-1162-SCR-146R3 Federal Express Corporation 0000 Xxxxx Xxxxx Xxxxxxx, XX 00000 Subject: Special Provision – Block B, Block G, and Block I Option Aircraft Reference: Purchase Agreement 3712 No. PA-02022 (the Purchase Agreement) between The Boeing Company (Boeing) and Federal Express Corporation Delta Air Lines, Inc. (Customer) relating to Model 767737-3S2F 900ER aircraft (the Aircraft) This letter agreement (Letter Agreement) cancels Agreement revises and supersedes Letter Agreement 6DAL-1162- SCR-146R2 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. [*] Boeing The original revision of this Letter Agreement set out the terms and Customer agree thatconditions for Model 737-900ER options and cancelled all options and rolling options for 737-600, as ‑700, and -800 model aircraft. Upon execution of Supplemental Agreement No. 16 17 to the Purchase Agreement, all 737-900ER options are cancelled, so all terms, conditions, and the Determination Date has passed for all Block B and Block G Aircraft, attachment to the special provision under original revision of this Letter Agreement has expired with respect 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 the Block B options and Block G Aircraftrolling options for 737-600, -700, -800, and all Block B -900ER model aircraft provided thereunder are deleted and Block G Aircraft are now firm Aircraft under of no further force or effect. Concurrently with the Purchase 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. [Defined Terms].
Appears in 1 contract
