Letter Agreement No. 7
DAC 96-29-M
Federal Express Corporation
0000 Xxxxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxxx 00000
Federal Express Corporation (FedEx) and XxXxxxxxx Xxxxxxx Corporation, a
wholly-owned subsidiary of The Boeing Company (MDC), have entered into
Modification Services Agreement Document No. DAC 96-29-M (the "Agreement")
dated September 16, 1996, which Agreement covers Federal Express' desire to
incorporate certain modifications in its DC-10 aircraft (the "Aircraft", as
defined in the Agreement) and MDC desires to perform such modifications. As a
further consideration of the parties hereto, this Letter Agreement No. 7
shall constitute a part of said Agreement.
This Letter Agreement No. 7 provides notice to FedEx that fuselage 119,
Factory Serial Number 46619 (the "MAE Aircraft"), shall be modified at ST
Mobile Aerospace, Inc. (MAE) located in Mobile, AL, MDC acknowledges that
FedEx desires to remove the Heavy Maintenance Check (the work cords listed in
Attachments B1 through B5 of Exhibit K to the Agreement), the associated
Non-routine Services, and selected work cards from Exhibit C (Standardization)
and Exhibit F (Refurbishment) (collectively the "Specified Services") from the
Agreement. MDC also acknowledges that FedEx intends to contract directly with
MAE to accomplish the Specified Services concurrently with the accomplishment
of the Passenger to Freighter modification by MAE under separate contract with
MDC.
MDC hereby agrees to the reduction in work scope resulting from FedEx or its
subcontractor accomplishing the Specified Services subject to the following
terms and conditions:
1. In consideration of FedEx's or its subcontractor's performance of the
Specified Services, the Price to be paid to MDC by FedEx upon Redelivery
of the MAE Aircraft shall be reduced a total of [ * ],
as calculated by the difference between a credit to FedEx in the amount of
[* ] for the deletion of the Specified Services,
and a debit to FedEx in the amount of [* ] for an increase in
price to Exhibit B - Passenger to Freighter Modification.
a) The MJCS submitted by FedEx to MDC will detail the Passenger to
Freighter work to be accomplished by MDC, and such MJCS shall be
submitted to MDC no later than ten business days after the date this
Letter Agreement is executed.
________________
*Blank space 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.
Letter Agreement No. 7
DAC 96-29-M
b) Any of the Services not performed by FedEx or its subcontractor
which are required by the Specified Services, or any additional
workscope added to the MJCS in a subsequent revision, shall, at
FedEx's request, be performed by MDC pursuant to an executed
Additional Services Request (ASR).
2. FedEx agrees to Deliver the MAE Aircraft to Mobile, AL at the MAE
facility for commencement of the Services on February 26, 1998. The
Redelivery Date of the MAE Aircraft shall be November 30, 1998. FedEx
shall be responsible for ensuring that the required Federal Express
Supplied Parts are delivered to MAE in support of the modification
in accordance with the requirements stipulated in the Agreement.
3. Except for fuel, FedEx shall be responsible for all costs (flight
prepration, crew, insurance, landing fees, etc.) associated with the
MAE Aircraft's ferry flight to the modification site at MAE. MDC shall
be responsible for fuel costs required to ferry the MAE Aircraft to the
noted facility.
4. FedEx hereby irrevocably and unconditionally waives any of MDC's warranties
which are exclusively related to workmanship and only for the portion of
the Specified Services on the MAE Aircraft exclusively performed by FedEx or
its subcontractor, provided, however, nothing in this Section 4, shall
extend to or otherwise affect warranties which may be applicable to Parts.
5. The performance of the Specified Services by FedEx or its subcontractor
shall in no manner change, modify, terminate or otherwise affect MDC's
warranties regarding the MAE Aircraft or in any manner whatsoever modify
the terms and conditons of the Agreement except as expressly set forth
herein.
6. FedEx and MDC mutually acknowledge that a potential resource conflict
exists as a result of MAE entering into two separate contracts to
accomplish work concurrently on one aircraft. FedEx and MDC agree to
mutually develop a priority of tasks, and mutually resolve any resource
conflicts that arise to prevent any materially adverse impact to the MAE
Aircraft Redelivery Date. If a resource conflict arises, then the party
identifying the conflict shall immediately notify the other party. If the
resource conflict xxxxxx be resolved within two days of notification of
the conflict by MDC or FedEx, and such conflict results in a delay of MDC's
or FedEx's ability to accomplish the services in accordance with the
scheduled planning in MDC's or FedEx's respective contract with MAE, then
any resultant delay in the Redelivery Date will constitute an Excusable
Delay as defined in the Agreement.
Letter Agreement No. 7
DAC 96-29-M
If the foregoing correctly sets forth our understanding, please execute this
Letter Agreement in the space provided below.
FEDERAL EXPRESS CORPORATION XXXXXXXXX XXXXXXX CORPORATION
/S/ XXXXXX X. XXXXXXX /S/ XXXXX X. XXXXXX
----------------------------------- -------------------------------
Signature Signature
XXXXXX X. XXXXXXX XXXXX X. XXXXXX
----------------------------------- -------------------------------
Printed Name Printed Name
V.P. Engineering & Q.A. Director-Contracts
----------------------------------- ------------------------------
Title Title
February 26, 1998
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Date
APPROVED
AS TO LEGAL FORM
KHS 2/26/98
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LEGAL DEPT.
