03-16-98
Letter Agreement No. 6 to
DAC 96-29-M
Federal Express Corporation
0000 Xxxxxxxxx Xxxxxx
Xxxxxxx, XX 00000
Federal Express Corporation ("Federal Express") 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
"Modification Agreement") dated September 16, 1996, which Modification
Agreement covers Federal Express' desire to incorporate certain modifications
in its DC-10 aircraft (the "Aircraft", as defined in the Modification
Agreement) and MDC desires to perform such modifications. As a further
consideration of the parties hereto, this Letter Agreement No. 6 shall amend
and constitute a part of said Modification Agreement.
MDC acknowledges that FedEx ferried an Aircraft, specifically fuselage Number
138 (N386FE) (the "Moved Aircraft"), to their maintenance facility at Los
Angeles International Airport (LAX) ("FedEx's Facility") in order for FedEx
to accomplish a substantial portion of the Heavy Maintenance Check (the work
cards listed in Attachments B1 through B5 of Exhibit K to the Agreement), the
associated Non Routine Services, and selected cards from Exhibit C
(Standardization) and Exhibit F (Refurbishment) (collectively the "Specified
Services") to the Moved Aircraft.
MDC hereby agrees to the reduction in work scope resulting from FedEx
accomplishing the Specified Services subject to the following terms and
conditions:
1. In consideration of FedEx's performance of the Specified Services set
forth above, MJCS #38698079 dated March 16, 1998 (Standardization
FedEx EOs) (Attachment A enclosed herein), and the associated transition
check card lists (B, C, X, S and 056 cards) dated March 15, 1998
(Attachment B enclosed herein) which corresponds to control number S001
on the MJCS noted above, shall define the reduced maintenance work scope
to be accomplished by MDC (Standardardization, Refurbishment and Heavy
Maintenance). Those cards in Attachment B that are "suspended" (i.e.
designated as "S" under the "STAT" column of the B, C, X, S and 056 card
lists in Attachment B) are not included in the work scope to be accomplished
by MDC. The Price to be paid to MDC by FedEx upon Redelivery of the Moved
Aircraft for the work delineated in Attachments A and B shall be an amount
equal to [ * ] for Standardization, [* ] for
Refurbishment (056 cards) and [ * ] for Heavy Maintenance (B, C, X
and S cards) which amounts shall be reflected as line items on the final
invoice submitted to FedEx at Redelivery of the Moved Aircraft.
a) Any of the Services not performed by FedEx which are required by the
Specified Services, or any additional workscope added to the MJCS in
a
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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.
03-16-98
Letter Agreement No. 6 to
DAC 96-29-M
subsequent revision, shall, at FedEx's request, be performed by MDC
pursuant to an executed Additional Services Request (ASR). Any
Standardization or Refurbishment tasks (cards listed in Exhibit C or F
respectively of the Agreement) that are added via subsequent revisions
to the MJCS shall be priced in accordance with the price established in
Attachments A or C respectively of Exhibit K - Price of the Agreement,
or priced via the ASR process, if a price had not been previously
established.
b) Should the FAA or FedEx require that certain cards currently identified
as "suspended" in Attachment B be accomplished prior to the commencement
of the ACF flight testing, the price to accomplish each such required
card, excluding the suspended 056 cards, shall be as noted in Attachment
C. The cumulative price to accomplish all the cards in Attachment C
shall not exceed [* ]. The price to accomplish each 056 card
currently designated as suspended shall be in accordance with the
price established in Attachment C of Exhibit K - Price of the
Agreement, or priced via the ASR process, if a price had not been
previously established.
2. FedEx agrees to Deliver the Moved Aircraft to MDC's Long Beach, CA
facility for commencement of the Services on March 16, 1998. The Redelivery
Date of the Moved Aircraft shall be January 14, 2000. FedEx shall be
responsible for ensuring that the required Federal Express Supplied Parts
are delivered to MDC at Long Beach 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
preparation, crew, insurance, landing fees, etc.) associated with the
Moved Aircraft's ferry flights to the FedEx Facility at LAX as well as
the ferry flight to MDC's facility at Long Beach, California. MDC
shall be responsible for fuel costs required to ferry the Moved
Aircraft to the noted facilities.
4. FedEx hereby irrevocably and unconditionally waivers any of MDC's
warranties which are exclusively related to workmanship and only for
the portion of the Specified Services on the Moved Aircraft
exclusively performed by FedEx, 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 shall in no
manner change, modify, terminate or otherwise affect MDC's warranties
regarding the Moved Aircraft or in any manner whatsoever modify the
terms and conditions of the Agreement except as expressly set forth
herein.
6. MDC shall be responsible for sign-off of those work cards
accomplished by MDC under authority of the MDC repair station license.
7. FedEx shall provide to MDC a complete turnover summary of the
FedEx heavy maintenance package to include the status of all open and
closed routine work cards, and all open and closed non-routine work
cards.
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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.
03-16-98 Letter Agreement No. 6 to
DAC 98-29-M
8. FedEx shall provide the appropriately qualified personnel on-site
at Long Beach to provide material support, sign off on the FedEx MJCS
and to provide any needed engineering support.
9. The line item pricing provided in Attachment B of this Letter Agreement, as
well as the prices stated in Paragraph 1. above, shall be applicable to the
Moved Aircraft only. All pricing stated in this Letter Agreement represent
calendar year 1996 dollars and are subject to escalation in accordance
with Exhibit N - Price Adjustments of the Agreement.
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/ XXXXX XXXX /S/XXXXX X. XXXXXX
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SIGNATURE SIGNATURE
XXXXX XXXX XXXXX X. XXXXXX
--------------------------------- --------------------------------
PRINTED NAME PRINTED NAME
VICE PRESIDENT DIRECTOR-CONTRACTS
--------------------------------- --------------------------------
TITLE TITLE
MARCH 17, 1998
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DATE
APPROVED
AS TO LEGAL FORM
KHS 3/17/98
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LEGAL DEPT.
