Exhibit 10.4
1-22-99 CONTRACT NO.
DAC 98-29-M
AMENDMENT NO. 1
THIS AMENDMENT NO. 1 dated 1-22-99 , is made by and between XXXXXXXXX XXXXXXX
CORPORATION, a wholly-owned subsidiary of The Boeing Company ("MDC"), having an
office in the City of Long Beach, State of California, and FEDERAL EXPRESS
CORPORATION ("Federal Express"), having its principal place of business in the
City of Memphis, Tennessee.
WITNESSETH:
In consideration of the mutual covenants herein, MDC and Federal Express
agree to amend Modification Services Agreement DAC 96-29-M dated September 16,
1996 (the "Agreement") as follows:
1. Article 2, is hereby amended to delete paragraph B.4) in its entirety and
the following is inserted in lieu thereof to correct the punctuation in
line 12 of the Agreement:
"4) The items listed in the Standardization Specification, Exhibit C,
Refurbish & Restoration Package, Exhibit F, and Reliability
Specification, Exhibit E, constitute a catalog of work which will be
selected for each Aircraft or Option Aircraft by Federal Express
through issuance of an MJCS. The labor price chargeable to Federal
Express by MDC for accomplishment of these Services shall be
determined by adding the total of applicable items shown on the
applicable MJCS at the labor prices specified in Exhibit K (or Article
3 if performed under an ASR) as applicable. Parts for these Services
shall be charged to Federal Express at prices determined in accordance
with Article 4. It is understood that the work defined in Exhibit C is
based on aircraft effectivities which are different from the Aircraft.
Federal Express has the responsibility to adapt the engineering orders
to the Aircraft. To the extent the work content (in man-hours) for the
revised engineering orders is materially different from the work
content for the revisions defined herein, the line item costs defined
herein will be adjusted by mutual agreement. The MJCS shall be
delivered to MDC forty-five (45) days prior to the Delivery of each
Aircraft or Option Aircraft and shall concur with the Services
previously indicated in accordance with Paragraph 2.B.2) and 2.B.3),
and shall further specify the specific Services described in Exhibits
C, F and E which are to be performed on each Aircraft or Option
Aircraft."
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2. Article 2, is hereby amended to add the following paragraphs B.5) and B.6):
"5) Airworthiness Directives (ADs), and AD driven service bulletins shall
be accomplished on the Aircraft as follows:
a) MDC shall be responsible for the incorporation of all ADs that
are required to be incorporated prior to Redelivery which affect
in any way the ACF design, operation, hardware, installation or
integration of ACF modifications into the Aircraft (or which are
deemed to affect the operation, hardware, installation or
integration of ACF modifications into the Aircraft as determined
by certification authorities), with respect to form, fit or
function ("ACF Design ADs"). MDC shall be responsible, at no
additional cost to FedEx, for the accomplishment of all ACF
Design ADs (i) which are required to be accomplished or
terminated by the FAA prior to granting an MD-10 type
certificate, or (ii) which must be complied with in order to
obtain a certificate of airworthiness for any Aircraft receiving
ACF modifications or (iii) which are issued prior to FedEx's
acceptance (i.e. Redelivery) of an Aircraft which has been
modified to the ACF configuration.
b) MDC shall incorporate all ADs that exist today or that are issued
and that are required to be incorporated prior to Redelivery
which are mandated by the FAA as required to obtain MD-10
certification, but that are not ACF Design ADs ("MD-10
Certification ADs"), including the rectification of all
discrepancies (non-routines) discovered and corrected as a result
of performing MD-10 Certification ADs. FedEx shall be charged
MDC's actual labor and material costs for the accomplishment of
such ADs and any non-routines associated with such ADs via the
ASR process. FedEx and MDC shall use their joint best efforts to
negotiate with the FAA to minimize the requirement for MD-10
Certification ADs.
c) FedEx shall be responsible for compliance with all ADs against
the Aircraft which are required to operate conventional DC-10-10F
and DC-10-30F freighter configurations under FAR Part 121, and
are not ACF Design ADs or MD-10 Certification ADs. Any such AD
compliance that is outstanding against the Aircraft at the time
of Delivery shall be accomplished by MDC via the terms of the
Agreement.
d) The ADs noted in Exhibit U - MD-10 CMR ADs, have been resolved
with respect to the requirement for termination of these ADs on
the MD-10 by documented concurrence of the FAA that the
particular AD shall be accomplished as a Certification
Maintenance Requirement (CMR) on the MD-10. Should the FAA
require additional ADs to be converted into CMRs, these ADs shall
be added to Exhibit U, as well as the actual material cost data
for such added CMRs as described further in this paragraph 5.d).
Any costs incurred in converting any given AD to CMR status shall
be the responsibility of MDC. The costs associated with the
accomplishment of
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DAC 96-29-M
CMR inspections shall be the responsibility of FedEx and such
amounts shall be determined as set forth in Paragraph 5.b) above.
If the FAA should elect to remove any given AD from CMR status,
and joint MDC/FedEx best efforts per Paragraph 5.b) fail to be
successful in eliminating terminating action requirements for
MD-10 certification, then MDC shall accomplish the terminating
action for such AD and FedEx shall be charged MDC's actual labor
costs as noted in Paragraph 5.b) above. For all ADs listed in
Exhibit U, MDC agrees to develop actual material cost data via
separate letter to FedEx by no later than February 19, 1999, and
such cost data shall be incorporated into Exhibit U in a future
revision, as may be mutually agreed upon between FedEx and MDC.
e) Any FedEx selected work items listed in Exhibit C
(Standardization), Exhibit F (Refurbishment) or Exhibit E
(Reliability), not otherwise governed by Paragraph 5.a) or 5.b)
above which FedEx incorporates into the workscope of an Aircraft
("FedEx Workscope"), shall be the responsibility of FedEx. Any
service bulletin that is not an AD driven service bulletin and
that is not required nor part of the FedEx Workscope and is
required as part of the MDC Design, shall be the responsibility
of MDC, and the intent of such service bulletin shall be included
in the MDC Design at no additional charge to FedEx."
6) For each firm Aircraft and exercised Option Aircraft in which the ACF
Modification is to be accomplished, MDC shall procure three engine
wire harnesses and main landing gear wire harnesses that meet the
HIRF/lightning certification requirements (the "HIRF Harnesses") and
supply them in a timely manner to the engine and landing gear overhaul
vendors designated by FedEx or to FedEx directly as follows:
a) For Aircraft in which the engines and/or landing gear have not
had HIRF Harnesses previously provided by MDC, MDC shall ship the
applicable HIRF Harnesses to the appropriate location:
i) If the engines and/or landing gear are being sent out for
overhaul, MDC shall ship the harnesses to the overhaul
vendor for installation by the vendor.
ii) If the engines and/or landing gear are not being sent out
for overhaul, MDC shall ship the harnesses to the
modification site for installation by MDC.
b) For Aircraft in which the engines have not had HIRF Harnesses
previously provided by MDC, but one or more of the engines on
that Aircraft have already had HIRF Harnesses installed by FedEx,
MDC shall:
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DAC 96-29-M
i) provide as loose load equipment at the Redelivery of that
particular Aircraft the appropriate quantity of engine HIRF
Harnesses for those components that have HIRF Harnesses
already installed, and
ii) ship the appropriate quantity of HIRF Harnesses to the
overhaul vendors for installation by the vendor, or to the
modification site for installation by MDC for those
components that have not had HIRF Harnesses already
installed.
c) For Aircraft in which three engine and main landing gear HIRF
Harnesses were previously provided by MDC, MDC shall not be
obligated to provide additional HIRF Harnesses for that
particular Aircraft, irrespective of whether or not the engines
and/or landing gear on that particular Aircraft have HIRF
Harnesses installed at the time of Delivery.
d) Incremental installation costs, mutually agreed to by FedEx and
MDC, for installation of engine and/or landing gear HIRF Wiring
Harnesses, as compared to original DC-10 Harnesses, shall be at
MDC expense.
e) Any other HIRF wiring requirements required for MD-10
certification shall be satisfied at MDC expense.
The harness specifications that will include the HIRF/lightning
requirements will be updated through the engine and landing gear
Original Equipment Manufacturer (OEM) vendor Component Maintenance
Manual (CMM). FedEx shall provide a credit to MDC as noted in Exhibit
K, Price, for its portion of the engine and landing gear wire harness
costs. This credit is reflected in the ACF price in Exhibit K."
3. Article 5, is hereby amended to delete paragraph A.1) in its entirety and
the following is inserted in lieu thereof to clarify Aircraft delivery
induction:
"1) Federal Express shall cause each Aircraft to be delivered to the
Conversion Facility. It is agreed that delivery of an Aircraft by
Federal Express to the Conversion Facility and acceptance of the
aircraft into work by MDC through execution of Exhibit Q shall
constitute Delivery. At the time of Delivery each Aircraft shall be
configured in its then current configuration. MDC shall complete the
Services and Redeliver each Aircraft to Federal Express at the
Conversion Facility in accordance with the Schedule. If, during the
accomplishment of the Services defined in Exhibits B and D, MDC
discovers a structural repair that was accomplished by a previous
owner of the Aircraft or by Federal Express that is serviceable under
Federal Express' maintenance program standards, and such repair
directly impacts the existing MDC engineering design for the
previously noted Services, then MDC shall modify the engineering
design and/or fabricate new parts in lieu of the standard parts for
the area affected, as required, to accomplish the previously noted
Services in a manner mutually agreed by MDC and Federal Express. MDC
and Federal
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DAC 96-29-M
Express shall share equally in the costs for the engineering design
change effort, and share equally in the incremental costs for parts
and touch labor required to accommodate such repairs. Federal Express'
share of the costs for such repairs as detailed above shall be charged
to Federal Express via the ASR process and negotiations.
4. Article 11, is hereby amended to delete paragraph A. in its entirety and
the following is inserted in lieu thereof:
"A. All notices, approvals, requests, consents, invoices and other
communications given pursuant to the Agreement shall be in writing and
shall be deemed to have been duly given when received if
hand-delivered, sent by courier or Federal Express service or sent by
certified or registered mail, addressed as follows:
IF TO MDC:
XxXxxxxxx Xxxxxxx Corporation
0000 Xxxxxxxx Xxxx.
Xxxx Xxxxx, Xxxxxxxxxx 00000
Attn.: MD-10 Contracts Manager
Fax No. 000-000-0000
SITA Code TOAMD7X
IF TO FEDERAL EXPRESS:
Federal Express Corporation
0000 Xxxxxxxx Xxxx
Mail Stop 5432
Xxxxxxx, Xxxxxxxxx 00000
Attn.: Managing Director, Aircraft Conversions
Fax No. 000-000-0000
5. Exhibit I., is hereby deleted in its entirety and replaced in lieu thereof
with Exhibit I, included as Attachment A herein, Federal Express
Engineering Report No. 96-051 entitled "Specification for a Rigid Cargo
Barrier and Forward Cabin for FedEx DC-10-10 Aircraft", revision F, dated
December 5, 1997.
6. Exhibit K., page EXH K-1, is hereby deleted in its entirety and the
following is inserted in lieu thereof:
[ * ]
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* 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.
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XXX 00-00-X
[ *
]
7. Exhibit K., Attachment E, is hereby deleted in its entirety and replaced in
lieu thereof with Exhibit K, Attachment E, included as Attachment F herein,
entitled "ER# 95-055 - Reliability Improvement Specification", dated
November 25, 1998.
8. Exhibit K., Attachment C, is hereby deleted in its entirety and replaced in
lieu thereof with Exhibit K, Attachment C, included as Attachment G herein,
entitled "ER # 95-056 - Refurbish and Restoration", dated January 21, 1999.
9. Exhibit N., paragraph 3., is hereby deleted in its entirety and the
following is inserted in lieu thereof:
[ *
]
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* 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.
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XXX 00-00-X
[ *
]
10. Exhibit N., paragraph 6., is hereby deleted in its entirety and the
following is inserted in lieu thereof [ *
]
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* 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.
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1-22-99 Amendment No.1
DAC 96-29-M
"6. [ *
]
11. Exhibit N., paragraph 9., is hereby deleted in its entirety and the
following is inserted in lieu thereof to correct the paragraph reference in
lines 1 and 8:
"9. [ *
]
12. Exhibit P., is hereby deleted in its entirety and replaced in lieu thereof
with Exhibit P, included as Attachment B herein, entitled "Federal Express
Supplied Parts Listing."
13. Exhibit S., is hereby deleted in its entirety and replaced in lieu thereof
with Exhibit S, included as Attachment C herein, entitled "FedEx Additional
Services Request Authorization Form."
14. Exhibit B., is hereby deleted in its entirety and replaced in lieu thereof
with Exhibit B, included as Attachment D herein, Federal Express
Engineering Report No. 95-051 entitled "Passenger to Freighter Conversion
DC-10-10 / DC-10-30", revision C, dated June 12, 1998.
15. Exhibit D., is hereby deleted in its entirety and replaced in lieu thereof
with Exhibit D, included as Attachment E herein, Federal Express
Engineering Report No. 95-054 entitled "DC-10 ACF", revision E, dated
November 26, 1998.
16. Exhibit E., is hereby deleted in its entirety and replaced in lieu thereof
with Exhibit E, included as Attachment H herein, Federal Express
Engineering Report No. 95-055
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* 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.
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1-22-99 Amendment No.1
DAC 96-29-M
entitled "DC-10 Reliability Improvement Development", revision D, dated
November 25, 1998.
17. Exhibit F., is hereby deleted in its entirety and replaced in lieu thereof
with Exhibit F, included as Attachment I herein, Federal Express
Engineering Report No. 95-056 entitled "DC-10 Refurbish and Restoration
Specification", revision D, dated January 21, 1999.
IN WITNESS WHEREOF, the parties have caused this Amendment No. 1 to be executed
as of the date first above written by their officers and agents thereunto duly
authorized.
AGREED AND ACCEPTED:
FEDERAL EXPRESS CORPORATION
APPROVED
AS TO LEGAL FORM Signature /s/XXXXXX X. XXXXXXX
--------------------------------
SSL 1/22/99 Printed Name XXXXXX X. XXXXXXX
---------------------- -----------------------------
LEGAL DEPT.
Title V.P. Strategic Projects
OK BGW 1-22-99 -------------------------------------
XXXXXXXXX XXXXXXX CORPORATION
Signature /s/ Xxxxxxx Xxxxxxx
---------------------------------
Printed Name XXXXXXX XXXXXXX
-----------------------------
Title Contracts Manager
-----------------------------------
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1-22-99 Attachment B to
Amendment No. 1 to
DAC 96-29-M
EXHIBIT P
FEDERAL EXPRESS SUPPLIED PARTS LISTING
[ *
]
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* 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.
1-22-99 Attachment B to
Amendment No. 1 to
DAC 96-29-M
EXHIBIT P
[ *
]
----------
* 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.
1-22-99 Attachment B to
Amendment No. 1 to
DAC 96-29-M
EXHIBIT P
[ *
]
----------
* 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.
1-22-99 Attachment B to
Amendment No. 1 to
DAC 96-29-M
EXHIBIT P
[ *
]
----------
* 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.
1-22-99 Attachment C to
Amendment No. 1 to
DAC 96-29-M
EXHIBIT S
FEDEX
ADDITIONAL SERVICES REQUEST
AUTHORIZATION FORM ASR NUMBER ______
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FedEx Generating Item: MDC W/O Number:
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Technical Documents and Specifications:
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General Description:
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MATERIALS:
FedEx will be responsible for the cost, as defined in Agreement DAC 96-29-M, of
all material associated with this ASR. Except for parts that FedEx procures from
MDC, FedEx will be responsible to provide the remaining parts on the ASR as
expeditiously as possible. For those parts that FedEx procures from MDC, MDC
will be responsible to provide those parts as expeditiously as possible. Any
impact to schedule will be as mutually agreed between FedEx and MDC.
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MATERIAL PROVISIONING RESPONSIBILITY: SCHEDULING IMPACT:
/ / MDC / / FedEx
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ESTIMATED MATERIAL COST: ESTIMATED MANHOURS:
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SCHEDULED REDELIVERY DATE: MDC ENGINEERING:
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REVISED REDELIVERY DATE: AGREED TO FIXED PRICE:
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OTHER: (SPECIFY)
AUTHORIZED BY: ________________________________________ DATE: __________
FEDERAL EXPRESS CORPORATION
AUTHORIZED BY: ________________________________________ DATE: __________
XXXXXXXXX XXXXXXX CORPORATION
EXH S-1
