EXHIBIT 10.4
Confidential treatment has been requested for certain confidential portions
of this exhibit pursuant to Rule 24b-2 under the Securities Exchange Act of
1934, as amended. In accordance with Rule 24b-2, these confidential portions
have been omitted from this exhibit and filed separately with the Securities
and Exchange Commission.
Amendment No. 4
to the AIRBUS A300-600R FREIGHTER PURCHASE AGREEMENT
dated as of July 3, 1991
between
AVSA, S.A.R.L.
and
FEDERAL EXPRESS CORPORATION
This Amendment No. 4 (hereinafter referred to as the "Amendment") is entered
into as of August 30, 1996, by and between AVSA, S.A.R.L., a societe a
responsabilite limitee organized and existing under the laws of the Republic of
France, having its registered office located at 0, Xxxx Xxxxx Xxxxxxx Xxxxxxxx,
00000 Xxxxxxx, Xxxxxx (hereinafter referred to as the "Seller"), and FEDERAL
EXPRESS CORPORATION, a corporation organized and existing under the laws of the
State of Delaware, United States of America, having its principal corporate
offices located at 0000 Xxxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxxx 00000, X.X.X.
(hereinafter referred to as the "Buyer").
WITNESSETH
WHEREAS, the Buyer and the Seller are parties to that certain A300-600R
Freighter Purchase Agreement dated as of July 3, 1991, relating to the sale by
the Seller and the purchase by the Buyer of up to seventy-five (75) Airbus
Industrie A300-600R freighter model aircraft (the "Aircraft"), comprising
twenty-five (25) firmly ordered Airbus Industrie A300-600R freighter model
aircraft (the "Firm Aircraft"), twenty-five (25) reconfirmable Airbus Industrie
A300-600R freighter model aircraft for which the order may be reconfirmed (the
"Reconfirmable Aircraft") and twenty-five (25) option Airbus Industrie A300-600R
freighter model aircraft (the "Option Aircraft"), which agreement, together with
all Exhibits, Appendices and Letter Agreements attached thereto and as amended
by Amendment No. 1, entered into as of October 2, 1992, and Amendment No. 2,
entered into as of August 17, 1994, and Amendment No. 3, entered in to as of
March 24, 1995, is hereinafter referred to as the "Agreement"; and
Amdt. 4-1
WHEREAS, the Buyer has exercised its right under Letter Agreement No. 6 to the
Agreement to [ * ]
WHEREAS, as a result of the [ * ]
WHEREAS, the Buyer now wishes to increase its order by eleven (11) firmly
ordered Airbus Industrie A300F4-605R freighter model aircraft (individually and
collectively referred to as the "Incremental Aircraft");
WHEREAS, the Buyer has requested and the Seller has agreed to advance the
delivery of certain Firm Aircraft;
WHEREAS, the Seller is a sales subsidiary of Airbus Industrie, G.I.E. (the
"Manufacturer"), and will purchase the Incremental Aircraft from the
Manufacturer for resale to the Buyer; and
WHEREAS, all capitalized terms not otherwise defined herein will have the
meanings provided for in the Agreement; the terms "herein," "hereof" and
"hereunder" and words of similar import refer to this Amendment; and both
parties agree that this Amendment will constitute an integral, nonseverable part
of the Agreement and be governed by its provisions, except that if the Agreement
and this Amendment have specific provisions that are inconsistent, the specific
provisions contained in this Amendment will govern;
NOW, THEREFORE, IT IS AGREED AS FOLLOWS:
A. INCREMENTAL AIRCRAFT
A.1 The Buyer hereby firmly orders the eleven (11) Incremental Aircraft. It
is agreed that the terms and conditions of the sale and purchase of the
Incremental Aircraft will be the same as those applying to the Firm
Aircraft, except as specifically set forth otherwise in this Amendment.
A.2 The Buyer and the Seller acknowledge that [*
]
A.3 For reasons of convenience of reference to the Agreement, the number
sequence of Paragraphs B, C and D of this Amendment matches, as closely
as possible, the number sequence of the clauses and paragraphs of the
Agreement, with
- Paragraph B addressing the provisions of Clauses 0 through 22 of the
Agreement,
- Paragraph C addressing the exhibits to the Agreement,
- Paragraph D addressing the letter agreements to the Agreement.
* Blank space contained confidential information which has been filed separately
with the Securities and Exchange commission pursuant to Rule 24b-2 under the
Securities Exchance Act of 1934.
Amdt. 4-2
Where no changes are made to the Agreement with respect to the
Incremental Aircraft, statements of the following structure appear after
the corresponding subclause number (the "Brackets"):
[Intentionally left blank - re: "Corresponding Header in the
Agreement"] or
[Intentionally left blank - re: summary of subclause subject]
This Subclause A.3 and the Brackets are used for reasons of convenience
of reference only and do not constitute a part of this Amendment.
B. PURCHASE AGREEMENT PROVISIONS
B.1 DEFINITIONS
B.1.1 The definition of "Aircraft" in Clause 1 of the Agreement is hereby
superseded and replaced by the following definition:
QUOTE
[ * ]
UNQUOTE
B.1.2 The following definition is hereby added to Clause 1 of the Agreement:
QUOTE
INCREMENTAL AIRCRAFT - any or all of the eleven (11) new firmly ordered
Airbus Industrie A300F4-605R freighter model aircraft to be purchased by
the Seller and sold to the Buyer pursuant to Amendment No. 4 to this
Agreement, together with all components, equipment, parts and accessories
installed in or on such aircraft and the Propulsion Systems installed
thereon upon delivery.
UNQUOTE
* Blank space contained confidential information which has been filed
separately with the Securities and Exchange commission pursuant to Rule 24b-2
under the Securities Exchance Act of 1934.
Amdt. 4-3
B.1.3 For the purpose of this Amendment only, the term "Effective Date" is
defined as such date when all of the following conditions are met:
(i) this Amendment has been duly executed by both the Buyer and the
Seller;
(ii) the Seller has received all Predelivery Payments due as described in
Paragraph B.6.2 of this Amendment;
(iii) The Seller and the Buyer have obtained the General Electric
Company's consent to the termination of Subparagraph 1.3 of Letter
Agreement No. 6 to the Agreement as specified in Paragraph D.6
herebelow.
(iv) the Buyer and the Seller have both received the necessary corporate
approvals for the transaction contemplated in this Amendment, and an
officer of each of the Buyer and the Seller has attested to such
corporate approval.
B.2 SPECIFICATION
B.2.1 [Intentionally left blank - re: sale and purchase]
B.2.2 Subclause 2.2 of the Agreement is hereby superseded and replaced
by the following provisions, with respect only to the Incremental
Aircraft:
QUOTE
2.2 The Aircraft will be manufactured in accordance with the A300-600R
Standard Specification, Document No. A.000.08000, Issue 3, dated
June 15, 1989, plus Temporary Revision No. 4, dated April 5, 1990,
(a copy of which is annexed hereto as Exhibit "A-1" to this
Agreement) (the "Standard Specification") as amended to incorporate
(i) Configuration Document Reference AI/ED-T-431.0101/91, dated June
7, 1991, set forth herein as Exhibit "A-2" hereto, (ii) all those
applicable Specification Change Notices SCN's and Manufacturer
Specification Change Notices ("MSCN's") executed by the Buyer and
the Seller up to June 25, 1996, including such SCN's executed up to
June 25, 1996, that convert certain Buyer Furnished Equipment
("BFE") to Seller Supplied Buyer Furnished Equipment ("SSBFE")
pursuant to Subclause 18.6 of this Agreement (which Standard
Specification, as so amended, is hereinafter referred to as the
"Specification"). A list of applicable SCN's agreed up to June 25,
1996 is attached for information only in Exhibit "L" to Amendment
No. 4 to this Agreement. The Specification will also include such
SCN's as may be agreed with respect to the Pre-Service Modifications
(the "Pre-Service Mods") as per Subclause E.2.2 of Amendment No. 4
to this Agreement. The Specification may be further modified from
time to time pursuant to the provisions of Clause 3 below.
UNQUOTE
Amdt. 4-4
B.2.3 [Intentionally left blank - re: delivery with Certificate of
Airworthiness for Export]
B.3 [intentionally left blank - re: "CHANGES" ]
B.4 PRICE
B.4.1 Subclause 4.1 of the Agreement is hereby superseded and replaced by the
following provisions, with respect only to the Incremental Aircraft:
QUOTE
4.1 BASE PRICE OF THE INCREMENTAL AIRCRAFT
The Base Price of each Incremental Aircraft is the sum of:
(i) the Base Price of the Airframe of the Incremental Aircraft, and
(ii) the Base Price of the Propulsion Systems installed thereon.
4.1.1 BASE PRICE OF THE AIRFRAME
4.1.1.1 The Base Price of the Airframe of the Incremental Aircraft, as
defined in Subclause 2.2 of the Agreement (excluding Buyer
Furnished Equipment other than those BFE changed into SSBFE, and
excluding Propulsion Systems) is:
[ * ]
[ * ]
4.1.1.2 [ * ]
4.1.1.3 [ * ]
* Blank space contained confidential information which has been filed separately
with the Securities and Exchange commission pursuant to Rule 24b-2 under the
Securities Exchance Act of 1934.
Amdt. 4-5
4.1.2 BASE PRICE OF THE GENERAL ELECTRIC CF6-80C2A5 PROPULSION SYSTEMS
The Base Price of a set of two (2) CF6-80C2A5 Propulsion Systems together
with related equipment, at delivery conditions prevailing in January
1996 is:
[ * ]
Said Base Price has been calculated with reference to the Reference Price
indicated by GENERAL ELECTRIC of [ * ],as defined by
the Reference Composite Price Index of 132.78 and in accordance with
economic conditions prevailing in July 1995.
Said Reference Price is subject to adjustment to the date of delivery of
the Incremental Aircraft in accordance with the GENERAL ELECTRIC Price
Revision Formula set forth in Exhibit "G" of this Agreement.
UNQUOTE
B.4.2 Subclause 4.2 of the Agreement is hereby superseded and replaced by the
following provisions, with respect only to the Incremental Aircraft:
QUOTE
4.2 FINAL CONTRACT PRICE
The Final Contract Price of an Incremental Aircraft will be the sum of:
(i) the Base Price of the Airframe of such Incremental Aircraft,
as adjusted, if applicable, to the date of delivery of such
Incremental Aircraft in accordance with Subclause 4.1.1.3 of this
Agreement;
(ii) the price (as of delivery conditions prevailing in January 1996) of
any SCN's applicable to such Incremental Aircraft that are entered
into pursuant to Clause 3 after the date of execution of Amendment
No. 4 to this Agreement, as adjusted to the date of delivery of
such Incremental Aircraft in accordance with Subclause 5.1 of this
Agreement;
(iii) the Reference Price of the installed Propulsion Systems
constituting a part of such Incremental Aircraft, as adjusted to
the date of delivery of such Incremental Aircraft in accordance
with Subclause 5.2 of this Agreement; and
(iv) any other amount resulting from any other provisions of this
Agreement and/or any other written agreement between the Buyer and
the Seller relating to the Incremental Aircraft.
UNQUOTE
* Blank space contained confidential information which has been filed separately
with the Securities and Exchange commission pursuant to Rule 24b-2 under the
Securities Exchance Act of 1934.
Amdt. 4-6
B.4.3 [Intentionally left blank - re: "Validity of Propulsion Systems Prices"]
B.4.4 [Intentionally left blank - re: "Taxes, Duties and Imposts"]
B.5 PRICE REVISION
B.5.1 Subclause 5.1 will apply to the Incremental Aircraft in accordance only
with Subclauses 4.1.1.3 and 4.2 of the Agreement.
B.5.2 [Intentionally left blank - re: "GE Price Revision Formula"]
B.6 PAYMENT TERMS
B.6.1 [Intentionally left blank - re: payment form, account and address]
B.6.2 Subclause 6.2 of the Agreement is hereby superseded and replaced by the
following provisions, with respect only to the Incremental Aircraft:
QUOTE
6.2 PREDELIVERY PAYMENTS
A [ * ] deposit will be made by the Buyer to the
Seller for each Incremental Aircraft within three (3) business days
of the Effective Date of Amendment No. 4 to this Agreement (the
"Deposit").
The Seller acknowledges having already received from the Buyer
[* ] per Incremental Aircraft, which will be credited,
without interest, against the Deposit. Each Deposit will be
considered as a Predelivery Payment for the purpose of this
Agreement.
UNQUOTE
B.6.3 [Intentionally left blank - re: Final Contract Price less Predelivery
Payments due upon delivery]
B.6.4 Subclause 6.4 of the Agreement is hereby superseded and replaced by the
following provisions, with respect only to the Incremental Aircraft:
QUOTE
6.4 Unless otherwise expressly provided for herein, any payments due
hereunder or in respect of an Aircraft, other than that referred to in
Subclause 6.2 above, will be paid by the Buyer concurrently with the
delivery of the corresponding Aircraft, or, if invoiced after delivery of
such Aircraft, within one (1) month after the invoice date.
UNQUOTE
* Blank space contained confidential information which has been filed separately
with the Securities and Exchange commission pursuant to Rule 24b-2 under the
Securities Exchance Act of 1934.
Amdt. 4-7
B.6.5 [Intentionally left blank - re: delay in payment]
B.6.6 [Intentionally left blank - re: no refund of PDP's]
B.6.7 [Intentionally left blank - re: no interest acquired in aircraft prior to
delivery]
B.6.8 [Intentionally left blank - re: no setoff, counterclaim, deduction]
B.7 [Intentionally left blank - re: "PLANT REPRESENTATIVES - INSPECTION"]
B.8 [Intentionally left blank - re: "BUYER'S ACCEPTANCE"]
B.9 DELIVERY
B.9.1 Subclause 9.1 of the Agreement is hereby superseded and replaced by the
following provisions to reflect (i) [ * ], (ii)
[* ], (iii) [ * ], (iv)
[* ], and (v) the Buyer's request for the Seller's
reasonable effort to achieve certain target dates within the committed
delivery months.
QUOTE
9.1 DELIVERY SCHEDULE AND NOTIFICATION
9.1.1 DELIVERY DATE COMMITMENT
Subject to the provisions of this Agreement, the Seller will have the
Firm Aircraft and Incremental Aircraft "ready for delivery" at
Aerospatiale's works in Toulouse, France, and the Buyer will accept the
same, in accordance with the following schedule in the "Month of
Delivery" column.
The Seller will undertake its reasonable effort to achieve the target
delivery days in the "Target Day" column , in the understanding that
(i) the Seller's contractual commitment is for the Month of Delivery
only;
(ii) the notification process as specified in Subclause 9.1.3 herebelow
is based on the Month of Delivery
(iii) should information become available to the Seller that indicate
that the Target Days may not be achieved, then the Seller will
use reasonable effort to inform the Buyer as soon as reasonably
feasible;
(iv) based on the Seller's review of information available as of the
date of the execution of Amendment No. 4 to the Agreement, the
Seller considers the Target Days to be realistically achievable.
* Blank space contained confidential information which has been filed separately
with the Securities and Exchange commission pursuant to Rule 24b-2 under the
Securities Exchance Act of 1934.
Amdt. 4-8
9.1.2 DELIVERY SCHEDULE
Firm Aircraft No. Month of delivery Target Day
----------------- ----------------- ----------
1 * 28th
2 * 24th
3 * 20th
4 * 28th
5 * 28th
6 * 21st
7 * 21st
8 * 2nd
9 * 4th
10 * 31st
11 * 20th
12 * 25th
13 * 28th
14 * 2nd
15 * 19th
16 * 24th
17 * 25th
18 * 28th
19 * 23th
20 * 2nd
21 * 24th
22 * 19th
23 * 11th
24 * 23rd
25 * 1st
Incremental Aircraft No. Month of Delivery Target Day
------------------------ ----------------- ----------
26 * 28th
27 * 25th
28 * 22nd
29 * 1st
30 * 27th
31 * 24th
32 * 21st
33 * 27th
34 * 25th
35 * 29th
36 * 26th
* Blank space contained confidential information which has been filed separately
with the Securities and Exchange commission pursuant to Rule 24b-2 under the
Securities Exchance Act of 1934.
Amdt. 4-9
9.1.3 DELIVERY NOTIFICATION
Two (2) months prior to the Month of Delivery of a particular Aircraft,
the Seller will give the Buyer its reasonable best estimate of the date
of delivery of such Aircraft.
Not later than thirty (30) days prior to the date scheduled for the
Acceptance Procedure for a particular Aircraft, the Seller will give the
Buyer notice of the anticipated date on which such Aircraft will be ready
for delivery. Not later than fifteen (15) days prior to such date
notified to the Buyer, the Seller will confirm to the Buyer that such
anticipated delivery date is firm. In the event the Seller cannot
confirm such date as being firm, the Seller will confirm a new date which
will be no more than two (2) Working Days in France later nor two (2)
Working Days in France earlier than the originally scheduled date.
UNQUOTE
B.9.2 [Intentionally left blank - was left blank in the Agreement]
B.9.3 [Intentionally left blank - re: definition of "ready for delivery"]
B.9.4 [Intentionally left blank - re: transfer of title]
B.9.5 [Intentionally left blank - re: delay of delivery and payment]
B.9.6 [Intentionally left blank - re: fly-away]
B.10 [Intentionally left blank - re: "EXCUSABLE DELAY"]
B.11 [Intentionally left blank - re:"NONEXCUSABLE DELAY"]
B.12 [Intentionally left blank - re: "WARRANTIES AND SERVICE LIFE POLICY"]
B.13 [Intentionally left blank - re: "PATENT INDEMNITY"]
B.14 TECHNICAL PUBLICATIONS
B.14.1 [Intentionally left blank]
B.14.2 [Intentionally left blank - re: "Specification"]
B.14.3 In order to help achieve Synchronization, as such term is specified in
Subparagraph E.2 herebelow, with respect to revisions to technical
publications, Subclause 14.3.2 of the Agreement will be replaced and
superseded by the following, for the Aircraft to be delivered after
January 1, 1997:
Amdt. 4-10
QUOTE
Technical Publications at delivery of the Aircraft will correspond to the
Specification of the Aircraft as defined at least [ * ] months before
such delivery.
Temporary Revisions will be issued for such modifications that are
included in the Specification of the Aircraft after such date. Should the
issuance of a Temporary Revision not be feasible for any reason, then the
Seller will provide on the first day of ground checks of the Aircraft
delivery a document describing the aims of the modification and the
effect on Technical Publications (the "Interim Document"). The Interim
Document will also cover, among other items, the effect on spares
interchangeability and troubleshooting procedures. The Interim Document
may include handwritten updates, comments or statements by the Seller on
the modifications.
Such further change(s) to the Specification will then be incorporated
into the Technical Publications at the first revision following the
delivery, but not later than six (6) months following the delivery. A
list will be supplied giving the differences between the Specification
and the status of Technical Publications at the time of delivery of the
Aircraft.
UNQUOTE
B.14.4 [Intentionally left blank - re: Subclauses 14.4 to 14.13 of the
Agreement]
B.15 [Intentionally left blank - re: "FIELD ASSISTANCE"]
B.16 TRAINING AND TRAINING AIDS
B.16.1 [Intentionally left blank - re: "General"]
B.16.2 Subclause 16.2, addressing training courses, with all its subclauses and
its appendices, will not apply to the Incremental Aircraft.
B.16.3 Subclause 16.3, addressing training aids and materials, with all its
subclauses, will not apply to the Incremental Aircraft.
B.17 [Intentionally left blank - re: "VENDORS' PRODUCT SUPPORT"]
B.18 [Intentionally left blank - re: "BUYER FURNISHED EQUIPMENT AND DATA"]
B.19 [Intentionally left blank - re: "ASSIGNMENT"]
B.20 [Intentionally left blank - re: "DATA RETRIEVAL"]
* Blank space contained confidential information which has been filed separately
with the Securities and Exchange commission pursuant to Rule 24b-2 under the
Securities Exchance Act of 1934.
Amdt. 4-11
B.21 TERMINATION EVENTS
B.21.1 [Intentionally left blank - re: definition of a termination event]
B.21.2 Subclause 21.2 of the Agreement is hereby superseded and replaced by the
following provisions, with respect only to the Incremental Aircraft:
QUOTE
21.2 In the event the Seller adjudges that the Buyer has
anticipatorily repudiated its performance under Amendment No. 4
to this Agreement, the Seller will submit to the Buyer a written
request for adequate assurance of the Buyer's intention to
perform its obligations. In the event such adequate assurance is
not received within thirty (30) days of such request, the Seller
will have the right to seek a declaratory judgment or other court
adjudication of the Buyer's anticipatory repudiation.
Upon receipt of such court declaration or order, or in the event
of a Termination Event, the Buyer will be deemed to be in
material breach of this Agreement (a "Material Breach Event"),
and the Buyer will immediately pay to the Seller liquidated
damages equal to the higher of (a) [ * ] (at
January 1996 delivery conditions), and (b) the sum of the
"Liquidated Damages Amount" below for each Incremental Aircraft
remaining to be delivered at the time of such Material Breach
Event.
The amounts in (a) and (b) above are subject to escalation using
the Airframe Price Revision set forth in Exhibit F to Amendment
No. 4 to this Agreement.
Date of Occurrence of a Liquidated Damages Amount
Material Breach Event prior to
Scheduled Incremental Aircraft Delivery (January 1996 delivery conditions)
--------------------------------------- ----------------------------------
* *
[ *
]
Upon the Seller's receipt of such Liquidated Damages Amount(s),
the Agreement will be terminated with respect to all Incremental
Aircraft remaining to be delivered, and the Buyer will have no
further rights with respect to such Incremental Aircraft
UNQUOTE
* Blank space contained confidential information which has been filed separately
with the Securities and Exchange commission pursuant to Rule 24b-2 under the
Securities Exchance Act of 1934.
Amdt. 4-12
B.21.3 [Intentionally left blank - re: "Adequate Assurance"]
B.22 [Intentionally left blank - re: "MISCELLANEOUS PROVISIONS"]
Amdt. 4-13
C. PURCHASE AGREEMENT EXHIBITS
C.1 [Intentionally left blank - re: Exhibit "A" "A300-600R Standard
Specification"]
C.2 EXHIBIT "B" - CHANGE ORDERS
Exhibit "B" of the Agreement, addressing certain customer options, will
not apply to the Incremental Aircraft.
C.3 EXHIBIT "C" - CHANGE ORDERS
Exhibit "C" of the Agreement, addressing certain customer options, will
not apply to the Incremental Aircraft.
C.4 [Intentionally left blank - re: Exhibit "D" "A300-600R Seller Service
Life Policy"]
C.5 [Intentionally left blank - re: Exhibit "E" "Certificate of Acceptance"]
C.6 EXHIBIT "F" - AIRFRAME PRICE REVISION FORMULA
Exhibit "F" to the Agreement is hereby superseded and replaced by Exhibit
"F" to this Amendment, with respect only to the Incremental Aircraft or
such price quotation provided in January 1996 delivery conditons.
C.7 EXHIBIT "G" - GENERAL ELECTRIC PRICE REVISION FORMULA
Exhibit "G" to the Agreement is hereby superseded and replaced by Exhibit
"G" to this Amendment, with respect only to the Incremental Aircraft.
C.8 [Intentionally left blank - re: Exhibit "H" "Manual Description"]
C.9 [Intentionally left blank - re: Exhibit "I" "SCN Form"]
C.10 EXHIBIT "J" - STUDY ITEMS AND OPEN ITEMS
Exhibit "J" to the Agreement is hereby canceled and rendered without any
further force or effect as of the Effective Date. Study items and
corresponding modifications accepted by the Buyer have been made the
subject of SCN's, which will govern the terms and conditions of such
modifications for the Firm Aircraft and the Incremental Aircraft.
C.11 EXHIBIT "K" - PREDELIVERY PAYMENT SCHEDULE
The Predelivery Payment Schedule in Exhibit "K", as amended, does not
apply to the Incremental Aircraft.
Amdt. 4-14
D. PURCHASE AGREEMENT LETTER AGREEMENTS
D.1 LETTER AGREEMENT NO. 1 [ * ]
[* ]
D.2 LETTER AGREEMENT NO. 2 -[ * ]
Letter Agreement No. 2 to the Agreement is hereby canceled and rendered
without any further force or effect as of the Effective Date, and both
the Seller and the Buyer are hereby released forever from all of their
obligations thereunder.
D.3 LETTER AGREEMENT NO. 3 -[ * ]
Letter Agreement No. 3 to the Agreement is hereby canceled and rendered
without any further force or effect as of the Effective Date, and both
the Seller and the Buyer are hereby released forever from all of their
obligations thereunder.
D.4 [Intentionally left blank - re: Letter Agreement No. 4 - "Spare Parts
Procurement"]
D.5 LETTER AGREEMENT NO. 5 -[ * ]
D.5.1 Paragraph 1 of Letter Agreement No. 5 to the Agreement, will not apply to
the Incremental Aircraft.
D.5.2 [Intentionally left blank - re: "MOST-FAVORED BUYER'S CLAUSE"]
D.5.3 Subparagraph 3.2.3.2 of Letter Agreement No. 5 to the Agreement, in its
entirety, addressing certain [ * ], is hereby canceled and
rendered without any further force or effect as of the Effective Date,
and both the Seller and the Buyer are hereby released forever from all of
their obligations thereunder. The Buyer may purchase additional simulator
data packages from the Seller at the prices separately quoted by the
Seller, and at further terms and conditions to be agreed.
In addition to the foregoing, Subparagraph 3 of Letter Agreement No. 5 to
the Agreement, in its entirety, will not apply to the Incremental
Aircraft.
D.6 LETTER AGREEMENT NO. 6 -[ * ]
Letter Agreement No. 6 to the Agreement is hereby canceled and rendered
without any further force or effect as of the Effective Date, and both
the Seller and the Buyer are hereby released forever from all of their
obligations thereunder.
D.7 [Intentionally left blank - re: Letter Agreement No. 7 - "Performance
Guarantees"]
* Blank space contained confidential information which has been filed separately
with the Securities and Exchange commission pursuant to Rule 24b-2 under the
Securities Exchance Act of 1934.
Amdt. 4-15
D.8 LETTER AGREEMENT NO. 8 - MISCELLANEOUS TECHNICAL MATTERS
D.8.1 [Intentionally left blank - re: Design Weights Increase]
D.8.2 [Intentionally left blank - re: Additional Manuals]
D.8.3 Subclause 3.2 of Letter Agreement No. 8 will be applicable as of the
Effective Date to A310 aircraft operated by the Buyer.
D.8.4 [Intentionally left blank - re: Paragraphs 4 to 8 of Letter Agreement
No. 8]
D.8.5 Paragraph 9 of Letter Agreement No. 8, addressing [ * ], with all its
subparagraph, and referenced appendix, will not be applicable to the
Incremental Aircraft.
D.9 [Intentionally left blank - re: Letter Agreement No. 9 [* ]
D.10 [Intentionally left blank - re: Letter Agreement No. 10 [* ]
D.11 [Intentionally left blank - re: Letter Agreement No. 11 - "FADEC"]
E. MISCELLANEOUS PROVISIONS
E.1 SPECIAL CREDIT MEMORANDUM
E.1.1 As a special concession, the Seller will pay the Buyer in cash within
three (3) business days after the signature of this Amendment the amount
of [ * ] per Incremental Aircraft, for a total amount of [
* ] (the "Special Credit") which amount the Buyer shall
promptly [ * ]. Should for any reason whatsoever
the conditions of the Effective Date, as specified in Subparagraph B.1.3
of this Amendment, not be met, and should consequently the transaction
described in this Amendment not be consummated, then the Buyer will
immediately return to the Seller the Special Credit in cash.
E.1.2 In addition to the Special Credit, the Seller will make available to the
Buyer an amortization credit memorandum (the "Amortization Credit
Memorandum") payable in cash in an amount equal to [ * ]
for each of up to [ * ] additional new A300-600R aircraft
in the Buyer's general freighter configuration (the "Additional Freighter
Aircraft").
[ * ]
* Blank space contained confidential information which has been filed separately
with the Securities and Exchange commission pursuant to Rule 24b-2 under the
Securities Exchance Act of 1934.
Amdt. 4-16
[ * ]
E.2 SYNCHRONIZATION
[ * ]
* Blank space contained confidential information which has been filed separately
with the Securities and Exchange commission pursuant to Rule 24b-2 under the
Securities Exchance Act of 1934.
Amdt. 4-17
[ * ]
E.3 AIRCRAFT SPECIFICATION ISSUES
E.3.1 NON-INSTALLATION OF THE CARGO-LOADING SYSTEM
The Seller has issued, upon the Buyer's request, RFC No. 25-6099 for the
"Non-Installation of the Cargo Loading System". The Buyer will notify
the Seller of its decision to execute or to reject the corresponding SCN
no later than April 30, 1997. The Seller will deliver the Cargo-Loading
System interface specification, as described in XXX 00-0000, no later
than January 31, 1997. Should such interface specification be delivered
after January 31, 1997, then the notification date in the foregoing
sentence will be delayed by the same number of days as the delay of
delivery of such interface specification.
It is understood that, should the Buyer choose to execute the
corresponding SCN for the non-installation of the cargo-loading system,
(i) such SCN will be applicable to the Incremental Aircraft only;
(ii) the Buyer will install its selected cargo loading system after
delivery of the Incremental Aircraft from the Seller;
(iii) the Buyer and the Seller will develop and enter into an interface
agreement prior to the execution of the SCN, covering, among
other things, the detailed specification for the non-installation
of the cargo loading system, the interface specification between
the Incremental Aircraft and the cargo loading system chosen by
the Buyer, and the scope of the Seller's engineering services,
responsibility, liability and warranty for the Incremental
Aircraft due to the installation of the cargo loading system
selected by the Buyer.
Should the Buyer and the Seller execute the corresponding SCN, thereby
changing the Specification of the Incremental Aircraft, then the Seller
[* ]
* Blank space contained confidential information which has been filed separately
with the Securities and Exchange commission pursuant to Rule 24b-2 under the
Securities Exchance Act of 1934.
Amdt. 4-18
E.3.2 PRE-SERVICE MODIFICATIONS
The specification of the Incremental Aircraft will include the
modifications (the "Pre-Service Mods") listed in Exhibit "M" to this
Amendment, subject to:
(i) a joint technical review by the Buyer and the Seller of the
Pre-Service Mods and their definition;
(ii) such Pre-Service Mods not exceeding the extent as described
in the Engineering Orders for the Buyer's Firm Aircraft
No. 15;
(iii) the technical feasibility of the Pre-Service Mods,
including the possibility to certify certain equipment,
if required;
(iv) the Buyer's accepting any weight increase for the Aircraft
associated with such Pre-Service Mods, and any further
consequences of such weight increases.
The Pre-Service Mods will be made the subject of RFC's and SCN's.
[ * ] The Seller will not be required to retrofit any
Aircraft with the Pre-Service Mods.
Should the Buyer continue to implement the following engineering orders
(a) to (c) under its own responsibility after delivery of the Aircraft,
then such modifications will not be made to the Aircraft in production
[ * ]
(a) No. 6-2620-7-3301 D1 Part 1 & 2
("Fire Protection - Installation of Cockpit Portable Fire
Bottle")
(b) 6-2620-7-3304 A1 Part 1
("Fire Protection - Replacement of Avionics Compartment Portable
Bottle")
(c) 6-3450-7-3301 A
("Navigation: Modification of Xxxxxxx Mode S Transponder")
* Blank space contained confidential information which has been filed separately
with the Securities and Exchange commission pursuant to Rule 24b-2 under the
Securities Exchance Act of 1934.
Amdt. 4-19
E.4 FUTURE AIR NAVIGATION SYSTEM
Following the execution of this Amendment, the Seller will launch a study
of the technical and commercial repercussions of the installation on the
A300F4-605R aircraft of the aircraft-related components of the future
air navigation system ("FANS"). At the Buyer's request, and subject to
limitations and specifications to be identified in the study, the Seller
will develop the modifications required to install FANS on the
A300F4-605R aircraft. The Buyer's request will be the subject of RFC's
and corresponding SCN's. For any such FANS-related modification the Buyer
requests, for A300F4-605R aircraft in production or to be retrofitted,
the price to the Buyer will not exceed [ * ].
[ * ]
E.5 ON-BOARD MAINTENANCE TERMINAL
Following execution of this Amendment, the Seller and the Buyer will
jointly develop the specification for an on-board maintenance terminal
(the "OMT") for the A300F4-605R and A310-200 aircraft based on the
Buyer's development of such OMT for other aircraft types in its fleet.
Upon completion of the specification, the Buyer may raise an RFC for the
development and installation of the OMT on its fleet of Airbus Industrie
aircraft, subject to the limitations identified in the specification. The
price of the SCN corresponding to the RFC for the Aircraft will not
exceed [ * ].
[ * ]
The Seller and the Buyer may also jointly explore the feasibility of a
joint-venture approach to the development and certification of the OMT
and the marketing of OMT's to other operators of Airbus Industrie
aircraft.
* Blank space contained confidential information which has been filed separately
with the Securities and Exchange commission pursuant to Rule 24b-2 under the
Securities Exchance Act of 1934.
Amdt. 4-20
E.6 WEIGHT UPGRADES
[ * ]
E.7 RELIABILITY SUPPORT
In order to support the Buyer in its efforts to maintain a high level of
dispatch reliability of A300F4-605R and A310 aircraft, at the Buyer's
request, the Seller will form a joint cross-departmental working group
with the Buyer. For such working group, the Seller (through ASCO) will
provide the services of ASCO's specialists and the Buyer will provide the
services of its specialists from those departments with influence on the
dispatch reliability.
The working group will function for three (3) years after signature of
this Amendment, or, if the A300F4-605R model aircraft have not by then
reached a dispatch reliability in the Buyer's fleet of [ * ], until
the Aircraft perform in the Buyer's fleet at such level of dispatch
reliability. The working group will meet twice a year to analyze
historical dispatch reliability data and to propose operational and
technical actions to maintain and improve the dispatch reliability of the
Buyer's fleet of the Manufacturer's aircraft.
E.8
[ * ]
* Blank space contained confidential information which has been filed separately
with the Securities and Exchange commission pursuant to Rule 24b-2 under the
Securities Exchance Act of 1934.
Amdt. 4-21
[ * ]
E.9 [ * ]
* Blank space contained confidential information which has been filed separately
with the Securities and Exchange commission pursuant to Rule 24b-2 under the
Securities Exchance Act of 1934.
Amdt. 4-22
E.10 ASSISTANCE ON MMEL ISSUES
The Seller will provide, at the Buyer's request, technical assistance and
technical justification for the Buyer's application to the FAA for relief
on certain MMEL requirements. In this context, the Seller's
specialist(s) will review the range of MMEL issues with the Buyer's MMEL
specialist(s), to determine priorities and further actions for technical
justification, and to assist the Buyer in its preparation for the FAA's
Flight Operations Evaluation Board (FOEB) meetings on the Aircraft. It is
understood, however, that the Seller bears no responsibility for the
FAA's processing of or decision on such issues.
E.11 ASSISTANCE ON ETOPS ISSUES
The Seller will provide, at the Buyer's request, technical assistance and
technical justification for the Buyer's application to the FAA for relief
on ETOPS requirements.
Furthermore, the Seller will provide, at the Buyer's request, technical
assistance for obtaining ETOPS approval beyond 180 minutes should such
approval become available from the FAA.
It is understood, however, that the Seller bears no responsibility for
the FAA's processing of or decision on such ETOPS issues.
E.12 SERVICE BULLETINS
[ * ]
* Blank space contained confidential information which has been filed separately
with the Securities and Exchange commission pursuant to Rule 24b-2 under the
Securities Exchance Act of 1934.
Amdt. 4-23
E.13 TRANSPORTATION OF THE BUYER'S REPRESENTATIVES
[ * ] The Buyer will
request such tickets in writing from the Seller with reasonable advance
notice prior to the requested flight dates.
E.14 CUSTOMIZED SPECIFICATION DOCUMENT
The Seller will prepare a specification document, similar to the Standard
Specification Document with reference No. A.000.0F000, Revision B, which
will be customized to reflect the Buyer's Aircraft and will integrate, as
appropriate and applicable, the contents of
(i) the A300-600R Standard Specification, Document No. A.000.08000,
Issue 3, dated June 15, 1989, plus Temporary Revision Xx. 0,
xxxxx Xxxxx 0, 0000,
(xx) Configuration Document Reference AI/ED-T-431.0101/91, dated June
7, 1991,
(iii) the Specification Change Notices SCN's and Manufacturer
Specification Change Notices ("MSCN's") executed by the Buyer
and the Seller.
Such customized specification document will be available to the Buyer no
earlier than March 31, 1997, but not later than May 15, 1997, and will
include at least all those SCN's and MSCN's which are executed prior to
September 30, 1996.
The Seller will update such customized specification document once a year
to include the SCN's or MSCN's added to the Specification through
December 31 of such year. The Seller will use reasonable efforts to
achieve such update prior to March 31 of the subsequent year.
E.15 NOISE COMPUTATION DATA
The Seller offers to provide, subject to the license conditions and the
confidentiality and proprietary information conditions of the General
Terms and Conditions of Supply of the ASCO Customer Services Price List,
one (1) software copy and license for the Seller's noise level
computation program ("NLCP") and one (1) software copy and license of the
Seller's operational flight path computation program ("OCTOPER"),
together with the relevant data for the Buyer's A300F4-605R and A310-222
and A310-203 aircraft. The NLCP and OCTOPER software and aircraft data
will be available to the Buyer no earlier than 6 months, but no later
than 8 months, following the receipt of the Buyer's purchase order. The
price for such software and data supply is [ * ] for a
decision by the Buyer in 1996. Upon receipt of the Buyer's purchase order
for such NLCP and OCTOPER software and data, the Seller will [ *
]
* Blank space contained confidential information which has been filed separately
with the Securities and Exchange commission pursuant to Rule 24b-2 under the
Securities Exchance Act of 1934.
Amdt. 4-24
E.16 SUPPORT FOR CONTINUED CERTIFICATION
If, pursuant to the promulgation of any applicable law or regulation (a
"Regulation Change"), any modification (physical, structural or
otherwise) has to be made to the Aircraft after the delivery of the last
Aircraft in order to enable the Buyer to continue to operate the Aircraft
under the Aircraft's Standard Airworthiness Certificate [ * ],
then the Seller will provide, upon the Buyer's specific request,
reasonable technical advice to inform the Buyer on the Buyer's actions
with regard to (i) such Regulation Change, and (ii) the Buyer's
modifications to the Aircraft. It is understood, however, that the Seller
bears no responsibility for the processing of or decision on such
Regulation Change by the relevant certification authority over and above
the Seller's responsibility agreed in Clause 3 of the Agreement
E.17 DELIVERY DOCUMENTATION
The Seller provides the Buyer with certain documents in accordance with
the procedures for the delivery of the Aircraft (the "Delivery
Documentation"). As such documents generally can only be finalized at the
time of the DGAC's issuance of the Certificate of Airworthiness for the
Aircraft, the Seller is obliged to wait until after the issuance of the
Certificate of Airworthiness before releasing such Delivery Documentation
to the Buyer.
However, beginning with deliveries in 1997, the Seller will undertake
reasonable efforts as specified below in order to support the Buyer's
process for preparing the Aircraft for revenue service:
a) advanced copies of the following documents will be provided on
the first day of ground checks of the Aircraft, reflecting the
information available and the status of the Aircraft a few days
prior to the first day of ground checks of the Aircraft. Such
advanced copies are subject to change without prior notice up to
the time of the issuance of the Certificate of Acceptance.
(i) Production Aircraft Test Completion Certificate
(ii) AD Compliance List
(iii) List of Aircraft Modifications
(iv) Aircraft Inspection Report
(v) Control Inspection Report
(vi) System Ground Testing
(vii) Aircraft Log Book
(viii) Engine Log Book
(ix) APU Log Book
(x) Batteries Log Book
(xi) Set of Aircraft Keys
* Blank space contained confidential information which has been filed separately
with the Securities and Exchange commission pursuant to Rule 24b-2 under the
Securities Exchance Act of 1934.
Amdt. 4-25
b) final copies of the following documents will be provided on the
third day prior to the scheduled delivery:
(i) Weighing Report
(ii) Weight Compliance Document
(iii) Performance Compliance Document
(iv) Weight and Balance Manual (WBM)
(v) Flight Manual (FM)
(vi) Flight Crew Operating Manual (FCOM)
(vii) Quick Reference Handbook (QRM)
(viii) Minimum Master Equipment List (MMEL)
c) the life limited parts list will be provided as soon as
reasonably feasible prior to the first day of ground checks, with
reasonable effort to provide such life limited parts list
following the day of the ferry flight of the Aircraft from the
Manufacturer's site in Hamburg, Germany, to Toulouse, France. The
Seller will send such life limited parts list by fax and/or by
FEDEX letter to the following address:
Federal Express Corp.
Manager, Fleet Development
0000 Xxxxxxxxxx
Xxxxxxx, XX 00000-0000
Xxxxxx Xxxxxx of America
Telephone number: (000) 000-0000
Facsimile number: (000) 000-0000
E.18 A310 INSTALLATION DRAWINGS AND DETAILED DRAWINGS
The Seller offers to provide the Buyer, subject to the General Terms and
Conditions of Supply of the ASCO Customer Services Price List, with the
following A310-200 design drawing sets, reflecting the basic A310-200 in
one customized passenger configuration as issued for the production of
such A310-200 aircraft, which will generally reflect such customized
aircraft at the first delivery:
(i) a set of installation and assembly drawings ("IAD"), in the form
of aperture cards, for the price of [ * ].
(ii) a set of detail drawings, in the form of aperture cards, for the
price of [ * ]. Such detail drawings shall be at a similar
level of detail as provided to the Seller for the Aircraft.
The Seller will deliver the design drawings under (i) and (ii) no later
than 7 months after the receipt of the Buyer's purchase order. The design
drawing sets are not subject to revision.
* Blank space contained confidential information which has been filed separately
with the Securities and Exchange commission pursuant to Rule 24b-2 under the
Securities Exchance Act of 1934.
Amdt. 4-26
E.19 TECHNICAL SUPPORT FOR DRAWINGS
E.19.1 The Seller has in the past provided the Buyer with installation and
assembly drawings and detail drawings for the Aircraft pursuant to the
Agreement. However, in cases where the Agreement grants the Buyer the
right to manufacture or have manufactured Seller Parts for its own use,
the Buyer may require additional information pertaining to the part
schedules that cross reference the assembly drawings and the detail
drawings (the "Manufacture Cross Reference"). In such cases, the Buyer
will direct its request for a Manufacture Cross Reference to either the
AOG address following below, or the addressees identified in Exhibit "N"
to this Amendment.
AOG Address: Airbus Industrie - Materiel Support Centre
AOG Desk
Weg beim Jager 150
22335 Hamburg
Germany
Tel: (00) 00-0000-0000
Fax: (00) 00-0000-0000
E.19.2 Any request by the Buyer under the provisions of this subparagraph is to
be clearly identified by the Buyer as "URGENT DRAWING REQUEST / REPLY
WITHOUT DELAY" irrespective of whether the Buyer's request is transmitted
by facsimile or by telephone.
E.19.3 The Seller will cause the Manufacture Cross Reference to be provided to
the Buyer, if clearly identified and addressed by the Buyer,
(a) during normal working hours at the Manufacturer's headquarters,
within two (2) hours from receipt of the Buyer's request;
(b) any other time
(i) from the Effective Date through December 31, 1996, within
six (6) hours from receipt of the Buyer's request, and
(ii) from January 1, 1997, within two (2) hours from receipt
of the Buyer's request.
E.19.4 The Seller confirms that the Manufacturer currently intends to develop an
electronic drawing access in replacement of aperture cards. The Seller
will cause the Manufacturer to provide such access for aperture cards to
the Buyer free of charge and under further conditions to be agreed prior
to December 31, 1998, provided that (i) such electronic drawing access
will be technically available by such time and (ii) such electronic
drawing access will be made generally available to the Seller's and the
Manufacturer's customers. Should the Seller determine at any time that
the Manufacturer will not be in a position to provide such electronic
drawing access prior to December 31, 1998, then the Seller will provide
the Buyer with the aperture cards pertaining to the Manufacture Cross
Reference no later than December 31, 1998.
Amdt. 4-27
E.20 [ * ]
E.20.1 [ * ]
E.20.2 [ * ]
E.20.3 [ * ]
E.20.4 [ * ]
* Blank space contained confidential information which has been filed separately
with the Securities and Exchange commission pursuant to Rule 24b-2 under the
Securities Exchance Act of 1934.
Amdt. 4-28
E.20.5 [ * ]
E.21 WARRANTY ADMINISTRATION
E.21.1 To further support the administration of the Buyer's Warranty Claims, the
Seller commits that its warranty administrator assigned to the Buyer will
meet with the Buyer's warranty administration personnel at least two (2)
times per year. The Seller and the Buyer agree that the joint goal of
these meetings will be to resolve then current outstanding Warranty
Claims and improve claim processing time.
E.21.2 The Seller and the Buyer will work together to define and implement ways
to optimize the transmission, communication and processing of Warranty
Claims by electronic means. The priority for such undertaking will be the
expansion of the existing E-Mail link between the Seller and the Buyer
via the X400 standard exchange protocol. The Seller and the Buyer will
review, no later than December 30, 1996, the feasibility of the
application of such electronic means for the warranty process, and, when
feasible, will agree on a plan for further action.
E.22 [ * ]
E.23 [ * ]
* Blank space contained confidential information which has been filed separately
with the Securities and Exchange commission pursuant to Rule 24b-2 under the
Securities Exchance Act of 1934.
Amdt. 4-29
E.24 S-FILE DATA
The Seller has launched the development of an in-house technical
database, the Airbus Technical Information System (ATIS). ATIS is
expected to significantly improve, among other things, the Seller's
S-Files. The Seller [ * ]
E.25 MISCELLANEOUS TECHNICAL ISSUES
In consideration of the Buyer's order for the Incremental Aircraft, the
Seller and the Buyer agree to the following:
[ * ]
* Blank space contained confidential information which has been filed separately
with the Securities and Exchange commission pursuant to Rule 24b-2 under the
Securities Exchance Act of 1934.
Amdt. 4-30
[ * ]
* Blank space contained confidential information which has been filed separately
with the Securities and Exchange commission pursuant to Rule 24b-2 under the
Securities Exchance Act of 1934.
Amdt. 4-31
E.26 [ * ]
* Blank space contained confidential information which has been filed separately
with the Securities and Exchange commission pursuant to Rule 24b-2 under the
Securities Exchance Act of 1934.
Amdt. 4-32
[ * ]
E.27 [ * ]
* Blank space contained confidential information which has been filed separately
with the Securities and Exchange commission pursuant to Rule 24b-2 under the
Securities Exchance Act of 1934.
Amdt. 4-33
[ * ]
* Blank space contained confidential information which has been filed separately
with the Securities and Exchange commission pursuant to Rule 24b-2 under the
Securities Exchance Act of 1934.
Amdt. 4-34
E.28 [ * ]
F. ASSIGNMENT
The provisions of Clause 19 of the Agreement will apply to this Amendment
and the transactions contemplated herein.
G. EFFECT OF AMENDMENT
The Agreement will be deemed amended to the extent herein provided, and,
except as specifically changed, amended, or canceled hereby, will
continue in full force and effect in accordance with its original terms.
The Amendment will become effective on the Effective Date.
The Buyer will provide, within ninety (90) days of the Effective Date,
certified copies of the minutes of the resolutions passed at a meeting of
the Board of Directors of the Buyer, authorizing the transactions
contemplated in this Agreement.
* Blank space contained confidential information which has been filed separately
with the Securities and Exchange commission pursuant to Rule 24b-2 under the
Securities Exchance Act of 1934.
Amdt. 4-35
H. GOVERNING LAW
THIS AMENDMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK. THE PERFORMANCE OF THIS AMENDMENT WILL BE
DETERMINED ALSO IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
THE PARTIES HEREBY ALSO AGREE THAT THE UNITED NATIONS CONVENTION ON THE
INTERNATIONAL SALE OF GOODS SHALL NOT APPLY TO THIS TRANSACTION.
I. CONFIDENTIALITY
Subject to any legal or governmental requirements of disclosure, the
parties (which for this purpose will include their employees, agents and
advisors) will maintain the terms and conditions of this Amendment and
any reports or other data furnished hereunder strictly confidential.
Without limiting the generality of the foregoing, the Buyer will use its
best efforts to limit the disclosure of the contents of this Amendment to
the extent legally permissible in any filing required to be made by the
Buyer with any governmental agency and will make such applications as
will be necessary to implement the foregoing. With respect to any public
disclosure or filing, the Buyer agrees to submit to the Seller a copy of
the proposed document to be filed or disclosed and will give the Seller a
reasonable period of time in which to review the said document. The
Buyer and Seller will consult with each other and obtain the other's
written approval (not to be unreasonably withheld) prior to the making of
any public disclosure or filing, otherwise permitted hereunder, of this
Amendment or the terms and conditions thereof. The Buyer will make the
final determination of the necessity of compliance by it with laws
regarding public filings. The provisions of this Paragraph I will
survive any termination of the Agreement.
Notwithstanding the foregoing, in order to support the Buyer's effort to
obtain financing, the Seller agrees to allow the Buyer to disclose to
financial institutions information necessary to obtain such financing.
The Buyer and the Seller will agree on the extent of the information
disclosed to such financial institutions prior to such disclosure. The
Buyer will obtain a confidentiality undertaking from such financial
institutions, such undertaking to be reasonably satisfactory to the
Seller.
Amdt. 4-36
If the foregoing correctly sets forth our understanding, please execute
the original and one (1) copy hereof in the space provided below and
return a copy to the Seller.
Very truly yours,
AVSA, S.A.R.L.
By: /s/ XXXXXXXXXX XXXXXX
Its: Cheif Executive
Officer
Accepted and Agreed:
FEDERAL EXPRESS CORPORATION
By: /s/ XXXXXXX XXXX
Its: Senior Vice president - Air Operations
Amdt. 4-37
[Intentionally left blank - re: Exhibit A-1 "SPECIFICATION"]
[Intentionally left blank - re: Exhibit A-2 "CONFIGURATION DOCUMENT" ]
[Intentionally left blank - re: Exhibit B "CHANGE ORDERS (SCN'S)" ]
[Intentionally left blank - re: Exhibit C "CHANGE ORDERS (SCN'S)" ]
[Intentionally left blank - re: Exhibit D "A300-600R SELLER SERVICE LIFE
POLICY"]
[Intentionally left blank - re: Exhibit E "CERTIFICATE OF ACCEPTANCE"]
[Intentionally left blank - re: Exhibit H "TECHNICAL PUBLICATIONS"]
[Intentionally left blank - re: Exhibit I "SCN FORM"]
[Intentionally left blank - re: Exhibit J "STUDY ITEMS AND OPEN ITEMS"]
[Intentionally left blank - re: Exhibit K "PREDELIVERY PAYMENT SCHEDULE"]
EXHIBIT "F"
AIRFRAME PRICE REVISION FORMULA
l. BASE PRICE
The Base Price of the Airframe is as quoted in Subclause 4.1.1 of the
Agreement.
2. BASE PERIOD
The above Base Price has been established in accordance with the averaged
economic conditions prevailing in December 1994/January 1995/February 1995
and corresponding to theoretical delivery conditions prevailing in January
1996 as defined by HEb and ICb index values indicated in Paragraph 4 of
this Exhibit "F".
Pursuant to Subparagraph B.5.1 of Amendment No. 4 to the Agreement, this
Base Price may be subject to adjustment for changes in economic conditions
as measured by data obtained from the US Department of Labor, Bureau of
Labor Statistics, and in accordance with the provisions of Paragraphs 4 and
5 of this Exhibit "F".
HEb and ICb index values indicated in Paragraph 4 of this Exhibit "F" will
not be subject to any revision of these indexes.
3. REFERENCE INDEXES
LABOR INDEX: "Employment Cost Index for workers in Aerospace
manufacturing", aircraft manufacturing, Standard Industrial Classification
SIC 3721--wages and salaries (hereinafter referred to as "ECI SIC 3721W"),
as released by the US Department of Labor, Bureau of Labor and Statistics,
on a quarterly basis. The quarterly value released for a certain month
(March, June, September or December) will be the one deemed to apply for
the two preceding months.
MATERIAL INDEX: "Industrial Commodities" (hereinafter referred to as "IC-
Index"), published by the US Department of Labor, Bureau of Labor
Statistics, in "Producer Prices and Price Indexes" (Table 6: Producer
prices and price indexes for commodity groupings and individual items).
(Base year 1982 = 100.)
4 - REVISION FORMULA
[ * ]
In determining the Revised Base Price at delivery of the Aircraft, each
quotient shall be calculated to the nearest ten thousandth (4 decimals).
If the next succeeding place is five (5) or more, the preceding decimal
place shall be raised to the next higher figure. The final factor shall be
rounded to the nearest ten thousandth (4 decimals).
After final computation, Pn shall be rounded to the next whole number
(0.5 or more rounded to l).
5. GENERAL PROVISIONS
5.1 If the US Department of Labor substantially revises its methodology or
discontinues any of the indexes referred to in this Exhibit "F", the Seller
will select a substitute for the revised or discontinued index, such
substitute index to lead in application to the same adjustment result,
insofar as possible, as would have been achieved by continuing the use of
the original index as it may have fluctuated had it not been revised or
discontinued.
Appropriate revision of the formula will be made to accomplish this result.
5.2 The Revised Base Price at delivery of the Aircraft will be the final price
and will not be subject to further adjustments in the indexes.
* Blank space contained confidential information which has been filed separately
with the Securities and Exchange commission pursuant to Rule 24b-2 under the
Securities Exchance Act of 1934.
EXHIBIT "G"
GENERAL ELECTRIC PRICE REVISION FORMULA
1. REFERENCE PRICE
The Reference Price of a set of two (2) General Electric CF6-80C2-A5
Propulsion Systems is as quoted in Subclause 4.1.2 of the Agreement.
This Reference Price is subject to adjustment for changes in economic
conditions as measured by data obtained from the US Department of Labor,
Bureau of Labor Statistics, and in accordance with the provisions of
Paragraphs 4 and 5 of this Exhibit "G".
2. REFERENCE PERIOD - REFERENCE COMPOSITE PRICE INDEX
The above Reference Price has been established in accordance with the
economic conditions prevailing in July 1995, as defined, according to
General Electric, by the Reference Composite Price Index of 132.78.
3. REFERENCE INDEXES
LABOR INDEX: "Aircraft Engines and Engine Parts," Standard Industrial
Classification 3724--Average hourly earnings (hereinafter referred to as
"HE SIC 3724"), published by the US Department of Labor, Bureau of Labor
Statistics, in "Employment and Earnings," Establishment Data: Hours and
Earnings (Table B-15: Average hours and earnings of production or
nonsupervisory workers on private nonfarm payrolls by detailed industry).
MATERIAL INDEX (I): "Industrial Commodities" (hereinafter referred to as
"IC-Index"), published by the US Department of Labor, Bureau of Labor
Statistics, in "Producer Prices and Price Indexes" (Table 6: Producer
prices and price indexes for commodity groupings and individual items.)
(Base year 1982 = 100.)
MATERIAL INDEX (II): "Metals and Metal Products" Code l0 (hereinafter
referred to as "MMP-Index"), published by the US Department of Labor,
Bureau of Labor Statistics, in "Producer Prices and Price Indexes" (Table
6: Producer prices and price indexes for commodity groupings and individual
items.) (Base year 1982 = 100).
ENERGY INDEX: "Fuels and Related Products and Power" Code 5 (hereinafter
referred to as "EP-Index"), published by the US Department of Labor,
Bureau of Labor Statistics, in "Producer Prices and Price Indexes" (Table
6: Producer prices and price indexes for commodity groupings and individual
items.) (Base year 1982 = 100.)
FDX - A300 Exh. G-1
4. REVISION FORMULA
[ * ]
* Blank space contained confidential information which has been filed separately
with the Securities and Exchange commission pursuant to Rule 24b-2 under the
Securities Exchance Act of 1934.
Exh. G-2
5. GENERAL PROVISIONS
5.1 The Revised Reference Price at delivery of the Aircraft shall be the final
price and will not be subject to further adjustments in the indexes.
5.2 The Revised Reference Price at delivery of the Aircraft in no event
shall be less than the Reference Price defined in Paragraph 1 of this
Exhibit "G".
5.3 If no final index value is available for any of the applicable months, the
published preliminary figures will be the basis on which the Revised
Reference Price will be computed.
5.4 If the US Department of Labor substantially revises the methodology of
calculation of the indexes referred to in this Exhibit "G" or discontinues
any of these indexes, the Seller will, in agreement with GENERAL ELECTRIC,
apply a substitute for the revised or discontinued index, such substitute
index to lead in application to the same adjustment result, insofar as
possible, as would have been achieved by continuing the use of the original
index as it may have fluctuated had it not been revised or discontinued.
Appropriate revision of the formula will be made to accomplish this result.
5.5 Should the above escalation provisions become null and void by action of
the US Government, the Reference Price shall be adjusted to reflect
increases in the cost of labor, material and fuel which have occurred from
the period represented by the applicable Reference Price Indexes to the
sixth month prior to the scheduled delivery of the Aircraft.
6. DISCONTINUATION OF INDEX HE SIC 3724
On July 5, 1996, the US Bureau of Labor Statistics suspended the
publication of its average hourly and weekly earnings series (table B-15)
from March 1995 onwards.
This suspension is in particular affecting the index HE SIC 3724 index
("Aircraft Engines and Engine Parts") used in the above price revision
formula under Paragraph 4 of this Exhibit "G".
As a consequence, the Propulsion Systems Base Price, as expressed at
January 1996 delivery conditions and based on indexes released by the US
Bureau of Labor Statistics until June 1995, and the Propulsion Systems
Reference Price as escalated up to the actual delivery of the Aircraft,
may be adjusted to reflect the selection by GENERAL ELECTRIC of a
substitute labor index applicable in its the price revision formula of
this Exhibit "G".
FDX - A300 Exh. G-3
EXHIBIT "L"
CHANGE ORDERS (SCN'S)
Exhibit L - 1
AVSA, S.A.R.L.
Federal Express
A300-600Freighter
Sepcification A/C Issue 3
Definition Issue March 22, 96
DC 01/90
RFC FED
RFC N Status Title SCN N AVSA EX Effectivity Price Mod Number Deadline Comments
------------------------------------------------------------------------------------------------------------------------------------
01-6001 AC * 0111.11608.01 S All
01-6002 AC * 02.12.11208.02 S All *
01-6003 AC * 02.12.11308.05 S All * 10226/10395 Contract
02-6001 AC * 02.10.12308.01 S All * 8379 Included in Airframe Price
(Exh B)
02-6002 AC * 02.35.11808.05 S All 8935/10004 Final Pricing at Time of
Delivery /LA N*8
02-6003 AC * 02.10.11808.01 S All * Contract
02-6005 AC * 02.35.10108.04 S All 8935/10004 Final Pricing at Time of
Drlivery /LA N*8
02-6006 AC * 23.51.13508.01 S All * 10004
02-6007 AC * 02.35.12708.01 S All 10004 Final Pricing at Time of
Delivery /LA N*8
02-6008 AC * 02.35.13108.01 S All * 8935
02-6009 AC * 02.35.11008.01 S 10 to 99 Final Pricing at Time of
Delivery /LA N*8
03-6001 AC * 03.20.16808.03 S All * 10096 USD 11000 Per 1000 lbs with a
minimum of 40K
03-6002 AC * 03.20.19708.01 S R 12 to 99 * 11392
09-6002 AC * 09.10.10108.01 S All * 4569
11-6002 AC * 11.20.11408.02 S All * 10608
11-6003 AC * 11.20.12308.01 S All * 8936/10132
11-6005 AC * 11.00.11308.01 S All * 7136/8936
11-6006 AC * 11.22.10108.01 S All * 10990
11-6007 AC * 11.20.10606.01 S 3 to 99 * 11000 RMO for first two A/C
11-6008 AC * 11.20.10808.A1 S 5 to 99 * 10934 RMO for first four A/C
11-6009 AC * 11.30.13408.01 S 5 to 99 * 10934 RMO for first four A/C
11-6010 AC * 11.00.14508.01 S 3 to 99 * 11036
11-6011 AC * 11.20.10808.B1 S 8 to 99 * 11105
11-6012 AC * 25.21.22908.01 S 6 to 99 * 11040 RMO for first five A/C
11-6013 AC * 11.30A10708.01 S 11 to 99 * 11340 RMO for first ten A/C
11-6014 AC * 11.20.12008.02 S R 11 to 99 * 11380 RMO for first ten A/C
11-6015 AC * 11.20A10808.01 S 13 to 99 * 11434
21-6001 AC * 21.00.10608.02 S All * 10410
21-6004 AC * 21.22.11108.02 S All * 10484
21-6005 AC * 21.00.10808.01 S All * 10410
22-6001 AC * 22.00.11508.01 S All * 10834 Included in Airframe Price
(Exh A2)
22-6002 AC * 22.33.10108.01 S All * 6119/7985 Contract
22-6005 AC * 22.30.10708.01 S 14 to 99 * 11239 CL Item A/C 2/RMO - FOC Retrofit
23-6001 AC * 23.50.14208.02 S All * 10004/10269 Included in Airframe Price
(Exh B)
23-6003 AC * 23.51.15108.01 S All * 10004/10011 Included in Airframe Price
(Exh B)
23-6004 AC * 23.50.14108.03 S All * 10011/10269 Included in Airframe Price
(Exh B)
23-6005 AC * 23.12.10108.01 S All * 8206/10004 Included in Airframe Price
(Exh A2)
23-6006 AC * 23.70.10408.01 S All * 7554 STD Option 23-6023/Contract
23-6007 AC * 23.24.13308.02 S All * 8883/10012 Included in Airframe Price
(Exh A2)
23-6008 AC * 23.11.14008.02 S All * 10004/10013 One Shipset Required for
Ferrymise to Install
23-6010 AC * 23.31.13208.04 S All * 10479/10480
23-6012 AC * 23.22.10808.01 S All * 8633/10004
23-6013 AC * 23.71.10408.01 S All * 10004
23-6014 AC * 23.24.15308.02 S All * 10481
23-6015 AC * 23.24.13808.01 S All * 10482
23-6016 AC * 23.12.12808.01 S All * 10004
------------------------------------------------------------------------------------------------------------------------------------
* Blank space contained confidential information which has been filed separately
with the Securities and Exchange commission pursuant to Rule 24b-2 under the
Securities Exchance Act of 1934.
RFC FED
RFC N Status Title SCN N AVSA EX Effectivity Price Mod Number Deadline Comments
------------------------------------------------------------------------------------------------------------------------------------
23-6018 AC * 23.24.15608.01 S All * 10004/10520
23-6019 AC * 23.12.12708.01 S All * 7818
23-6020 AC * 23.12.13508.01 S All * 10689 RMO Rejected for First A/C
23-6022 AC * 23.12.13408.02 S 10 to 99 * RMO FOC for A/C 7,8 and 9 FDX
for 1 to 6
23-6023 AC * 23.00.12708.01 S All * 10483
23-6024 AC * 23.12.13708.01 S All * 10857
23-6025 AC * 23.24.16308.01 S 5 to 99 * 11079 RMO FOC for First Four A/C
24-6001 AC * 24.33.10208.01 S All * 4536
24-6004 AC * 24.56.14108.01 S 6 to 99 * 10960
25-6002 AC * 01.11.11808.01 S All * 8936 Included in 01-6001
25-6003 AC * 25.56.10808.01 S All * Included in Airframe Price
(Exh B)
25-6004 AC * 01.11.11808.01 S All * 8931 Included in 01-6001
25-6005 AC * 01.11.11808.01 S All * 8906 Included in Airframe Price
(Exh B)
25-6006 AC * 25.50.14508.01 S All * 10349 Included in Airframe Price
(Exh B)
25-6007 AC * 25.50.14208.02 S All * 10374
25-6008 AC * 25.65.11708.07 S All * 7224/10132 Included in Airframe Price
(Exh B)
25-6009 AC * 25.65.18808.05 S All * 8936 Included in Airframe Price
(Exh B)
25-6010 AC * 25.50.14308.02 S All * 8961
25-6011 AC * 01.11.11808.01 S All * 8911 Included in 01-6001
25-6014 AC * 01.11.11808.01 S All * 10048/10492 Included in 01-6001
25-6015 AC * 25.11.10608.01 S All * 5353/6547 Included in Airframe Price
(Exh A2)
25-6023 AC * 25.50.15408.01/02 S All * 8931/10054
25-6024 AC * 25.50.15808.01/03 S All * 8931 Included In 01-6001
25-6025 AC * 25.50.15808.01/03 S All * 8931 Requires 26-6002
25-6026 AC * 25.50.15.08 01/03 S All * 8931
25-6029 AC * 25.50.16508.01 S All * 10104/10380
25-6030 AC * 25.23.10108.01 S All * 8936
25-6003 AC * 25.21.20008.01/03 S All * 8936
25-6034 AC * 25.27.12508.02 S All *
25-6041 AC * 25.65.11708.04 S All * 10132 See Also Sch 25.65.20706.01
25-6044 AC * 25.62.10308.02 S 1 101 * 10547 Final Pricing at Time of
Delivery /LA N*8
25-6045 AC * 25.50.17108.01/02 S All * 10521
25-6049 AC * 25.27.22/08.02/03 S All * 8936
25-6051 AC * 25.50.17908.01 S *
25-6052 AC * 25.50.17408.01/02 S All * 8931
25-6053 AC * 25.50.18008.01 S All * 10521
25-6054 AC * 25.50.17508.01/02 S All * 10521
25-6058 AC * 25.50.16106.01/02 S All * 8961
25-6059 AC * 25.65.21208.01/02 S All * 8936/10690
25-6060 AC * 25.11.14406.01 S 3 to 99 * 10621
25-6061 AC * 25.21.22406.01 S All * 8936
25-6063 AC * 25.65.23106.02 S All * 8936
25-6064 AC * 25.57.12006.01 S All * 8931
25-6068 AC * 25.11.14806.01 S 5 to 99 * 11078 RMO for first four A/C
25-6069 AC * 25.50.18108.A1 S 9 to 99 * 11032
25-6071 AC * 25.10.17508.01 S 6 to 99 * 11040 RMO for first five A/C
25-6073 AC * 25.10.17608.01 S R 6 to 99 * 11040
25-6074 AC * 25.13.12606.01 S R 10 to 99 * 11227 S8 FOC for first nine A/C
25-6077 AC * 25.58.10208.01 S R 13 to 99 * 11341
25-6083 AC * 25.57.12808.01 S R 17 to 99 * 11345/11366 Retrofit for A/C 14 to 16
25-6084 AC * 25.57.12508.01 S R 13 to 99 * 11342
------------------------------------------------------------------------------------------------------------------------------------
* Blank space contained confidential information which has been filed separately
with the Securities and Exchange commission pursuant to Rule 24b-2 under the
Securities Exchance Act of 1934.
RFC FED
RFC N Status Title SCN N AVSA EX Effectivity Price Mod Number Deadline Comments
------------------------------------------------------------------------------------------------------------------------------------
25-6085 AC * 25.17.10108.01 10 to 99 * RMO for first nine A/C
26-6002 AC * 26.23.10906.05 S All * 8943
26-6004 AC * 26.20.10808.02 S All * 8943
26-6006 AC * 26.12.11206.01 S All * 10634
26-6007 AC * 11.30.10708.01/02 S 6 to 99 * 11040
26-6002 AC * 02.12.11306.05 S All 10226 No SCN in File
29-6003 AC * 02.12.11306.05 S All 10226 No SCN in File
29-6003 AC * 29.10.10606.01 S All * 04-June-92
29-6005 AC * 29.10.12306.01 S All * 0018/10284 02-June-92 Alt to 29-6002
31-6003 AC * 31.00.10306.02 S All * Contract
31-6010 AC * 31.30.12508.03.04 S All * 10004/10483 05-May-94
31-6016 AC * 31.31.17108.01 S All * 10004/10588 26-May-93 BFE to SFE by Separate RFC
32-6002 AC * 32.49.10308.01 S All * 3056 Included in Airframe Price
(Exh B)
32-6004 AC * 32.48.10108.01 S 2 to 99 * 3721/6601 02-June-92 RMO Raised
32-6007 AC * 32.48.12008.01 S 7 to 99 * 10646 05-May-94
34-6001 AC * 34.50.10608.01 S All * 7129
34-6002 AC * 34.41.10606.01 S All * 10004/10239
34-6003 AC * 34.43.10108.01 S All * 6119
34-6004 AC * 34.42.11508.01 S All * 6119/10393 30-Sep-92
34-6005 AC * 34.41.10208.01 S All * 10004 Contract
34-6006 AC * 34.48.10108.01 S All * 8960/10004 See Also RFC 34-6016/Contract
34-6008 AC * 34.25.10106.01 S All * 8287/8524
34-6015 AC * 34.52.14706.01 S All * 10004/10548 30-Sept-92
34-6016 AC * 34.48.12106.01 S All * 8960/10004 30-Jan-92
34-6018 AC * 34.12.10606.01 S All * 5250 30-Sept-92
34-6020 AC * 34.55.10208.01 S All * 10004 30-Sept-92
34-6021 AC * 34.51.10108.03 S All * 10350/10563
34-6022 AC * 34.52.13108.02 S All * 8165/8976 05-May-94
34-6028 AC * 34.58.10908.03/04 S All * 10313/0496
34-6031 AC * 34.53.12208.01 S All * 10004 05-Feb-93
34-6033 AC * 34.36.11606.01 S All * 8693/10716 29-Sept-93
34-6034 AC * 23.24.12508.01/02 S All * 10610
34-6035 AC * 34.55.10508.02 S 10 to 99 * 04-May-95 RMO Raised Retrofit A/C 1 to
6 FDX/7 to 9 AVSA
34-6036 AC * 34.60.13506.01 S All * 8454 15-Feb-95
34-6037 AC * 34.56.12306.01 S 9 to 99 * 11001/11228 10-Jul-94 RMO for 8 A/C
34-6038 AC * 34.60.14508.01 S 9 to 99 * 10-Jul-94 RMO for 8 A/C
34-6039 AC * 34.58.12408.01/02 S 9 to 99 * 10-Jul-94 RMO for 8 A/C/FOC for
1 to 25/3700 for 26 and on
34-6040 AC * 34.58.12008.04 S 16 to 99 * 11320/11321 04-May-95 RMO for 15 A/C/FOC for
1 to 25/96K for 26 and on
35-6001 AC * 35.11.10108.01 S R All * 8912 Contract
35-6002 AC * 35.11.10206.01 S R All * 10290 Included in Airframe Price
(Exh A2)
35-6003 AC * 35.10.10508.01 S R All * 10292 Included in Airframe Price
(Exh A2)
35-6004 AC * 35.10.10608.02 S R All * 10291 Included in Airframe Price
(Exh B)
35-6005 AC * 35.10.10406.03 S R All * 10291 Included in Airframe Price
(Exh B)
35-6006 AC * 35.10.10708.01/02 S R All * 10376 05-May-94
35-6007 AC * 25.65.19008.02/03 S R All * 10291/10480 05-May-94
35-6008 AC 35.10.11106.01 S R 7 to 99 * 10994 30-Oct-94 RMO for First Six A/C
36-6001 AC * 38.10.10406.02 S R All * 8937
36-6003 AC * 38.10.10308.01/04 S R All * 10050
49-6001 AC * 49.00.10608.01 S R All * 8379/10666
51-6001 AC * 02.40.10106.03 S R All * 10608
51-6002 AC * 51.51.10208.01 S R All * 8142 Included in Airframe Price
(Exh C1)
51-6003 AC * 51.50.10508.02 S R All * 8632 Included in Airframe Price
(Exh C1)
51-6005 AC * 51.00.12308.01 S R 7 to 99 * 11025 RMO for first six A/C
51-6007 AC * 02.40.10106.A1 S R 3 to 99 * 11000 One Time Charge
51-6008 AC * 02.40.15906.01 S 6 to 99 11151
52-6001 AC * 52.10.10508.02 S R All * 8938 Included in Airframe Price
(Exh C-1)
52-6004 AC * 52.30.10408.01/02 S R All * 10456
------------------------------------------------------------------------------------------------------------------------------------
* Blank space contained confidential information which has been filed separately
with the Securities and Exchange commission pursuant to Rule 24b-2 under the
Securities Exchance Act of 1934.
RFC FED
RFC N Status Title SCN N AVSA EX Effectivity Price Mod Number Deadline Comments
------------------------------------------------------------------------------------------------------------------------------------
52-6005 AC * 52.51.11708.01 S R All * 8936
52-6007 AC * RMO 1 to 1 11379 RMO Accepted for A/C 726
53-6003 AC * 53.00.11508.01 S All * 8907/8958
55-6001 AC * 55.30.10108.01 S R 6 to 99 11077 RMO for first five A/C
56-6001 AC * 56.00.10608.01/02 S R All * 10303
56-6002 AC * 56.00.10608.01/02 S R All * 10301
74-6001 AC * 74.00.10208.01 S R All * 10847
76-6001 AC * 72.00.13308.01/04 S R All * 10331/10447
76-6003 AC * 72.00.14306.01 S R All * 10362
76-6004 AC * 72.00.14406.01 S R All * 8966
76-6005 AC * 72.00.15708.01 S R All * 8966
77-6001 AC * 78.31.10008.02 S R All * 8965
79-6001 AC * 79.00.11308.01 S R 7 to 99 * 11030 RMO for first six A/C
79-6002 AC * 79.00.10108.01 11 to 99 * 11410 No Retrofit
99J1102 AC * *
------------------------------------------------------------------------------------------------------------------------------------
* Blank space contained confidential information which has been filed separately
with the Securities and Exchange commission pursuant to Rule 24b-2 under the
Securities Exchance Act of 1934.
EXHIBIT "M"
PRE-SERVICE MODIFICATIONS
Source: Federal Express Master Job Control Sheet for A/C # N665FE, dated
March 8, 1996, as transmitted March 12, 1996, by Xxxxx X. Xxxxxx.
No. Title FEDEX EO No.
--- ----- ------------
1 Placards/Markings - Application of FEDEX required markings 6-1100-7-3301 C1
2 Placards/Markings - Install category status placard 6-1100-7-3302 O1
3 Communications - Modify cockpit to FEDEX standard 6-2300-7-3301 E1
4 Communications - Temporary installation of HF systems for ferry flight 6-2310-7-3301 O1 Part 2
5 Equipment/Furnishings - Pre-Service Modifications 6-2500-7-3300 D Part 1
6 Lavatory Compartments - Inspection Requirement 6-2540-7-3301 B1
7 Equipment/Furnishings - Emergency Equipment Xxxxxxxx slide mod AD 94-06-07 6-2560-7-3303 01 Part 2
8 Fire Protection - Installation of Cockpit Portable Fire Bottle Parts 1 & 2 6-2620-7-3301 D1
9 Fire Protection - Modification of Hazcan Fire Suppression System 6-2620-7-3303 02
10 Fire Protection - Replacement of Avionics Compartment Portable Bottle 6-2620-7-3304 A1 Part 1
11 Flight Controls - TMS - Hydraulic Motor Synchronization Check 6-2740-7-3301
12 Instruments - Installation of Operational Software and FEDEX Database in DFDAU 6-3130-7-3301 C
13 Wheels and Brakes - Installation of Bias-Ply Tires in place of Radial-Ply 6-3240-7-3302 A
14 Landing Gear - Nose Wheel Steering Mantle Assembly - Remove First Officer's position 6-3250-7-3301 B1 Part 1
15 Navigation - Modification of Xxxxxxx Mode S Transponder 6-3450-7-3301 A
16 Navigation - Flight Management Computer - Preservice Nav Data Base Upload 6-3460-7-3001
17 Oxygen - Installation of Second PBE 6-3530-7-3301 A
18 Install Cable on Lavatory Ashtray 6-5250-7-2200 A2
19 Fan Reverser Health Checks 6-7830-7-3302 Part 1
20 Hydraulic Power - Blue/Green Main Hydraulic Power Inspect for Chafing FCD 6-29-002 A
21 Fire Extinguishers - Complete and Affix a Sticker to Back of the no EO number
Portable Walk-Around Fire Extinguishers
22 Standardize First Aid Kit Installation no EO number
EXHIBIT "N"
AOG CONTACT NUMBERS
1st nbr to cal 2nd nbr to call
Dedicated line Portable phone 3rd nbr to call
Speciality (33) + (33) + Beeper
---------- -------------- --------------- ---------------
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* * * *
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* * * *
* * * *
* * * *
* * * *
* * * *
* * * *
* * * *
* * * *
* * * *
* * * *
If you wish to call these numbers from AI headquarters, please dial 3 and then
the last 4 numbers.
* Blank space contained confidential information which has been filed separately
with the Securities and Exchange commission pursuant to Rule 24b-2 under the
Securities Exchance Act of 1934.
EXHIBIT "O"
A310-200 JUSTIFICATION REPORTS
LIST OF JUSTIFICATION REPORTS OF THE A310-200
Origninated by Airbus Partners Company : BAe
Report Number Report Number
------------- -------------
* *
* Blank space contained confidential information which has been filed separately
with the Securities and Exchange commission pursuant to Rule 24b-2 under the
Securities Exchance Act of 1934.
LIST OF JUSTIFICATION REPORTS OF THE A310-200
Origninated by Airbus Partners Company : DAA - Bremen
Report Number Report Number
------------- -------------
* *
* Blank space contained confidential information which has been filed separately
with the Securities and Exchange commission pursuant to Rule 24b-2 under the
Securities Exchance Act of 1934.
LIST OF JUSTIFICATION REPORTS OF THE A310-200
Origninated by Airbus Partners Company : DAA - Hamburg
Report Number Report Number
------------- -------------
* *
* Blank space contained confidential information which has been filed separately
with the Securities and Exchange commission pursuant to Rule 24b-2 under the
Securities Exchance Act of 1934.
LIST OF JUSTIFICATION REPORTS OF THE A310-200
Origninated by Airbus Partners Company : AS
Report Number Report Number
------------- -------------
* *
* Blank space contained confidential information which has been filed separately
with the Securities and Exchange commission pursuant to Rule 24b-2 under the
Securities Exchance Act of 1934.
LIST OF JUSTIFICATION REPORTS OF THE A310-200
Origninated by Airbus Partners Company : SONACA
Report Number Report Number
------------- -------------
* *
* Blank space contained confidential information which has been filed separately
with the Securities and Exchange commission pursuant to Rule 24b-2 under the
Securities Exchance Act of 1934.
LIST OF JUSTIFICATION REPORTS OF THE A310-200
Origninated by Airbus Partners Company : CASA
Report Number Report Number
------------- -------------
* *
* Blank space contained confidential information which has been filed separately
with the Securities and Exchange commission pursuant to Rule 24b-2 under the
Securities Exchance Act of 1934.
CONSENT AND GUARANTY
Airbus Industrie hereby acknowledges notice of and consents to all of the
terms of Amendment No. 4 to the A300-600R Freighter Purchase Agreement, between
AVSA, S.A.R.L., and Federal Express Corporation, including all Appendixes,
Exhibits and Letter Agreement attached thereto (the "Agreement") and agrees to
be bound by all terms of the Agreement, including, without limitation, the
assignments of the Seller's (as such term is defined in the Agreement) rights
under its agreements with Airbus Industrie contained in Clauses 12 and 13 and
Letter Agreements Nos. 4, 7 and 9 of such Agreement, and unconditionally
guarantees the due and punctual performance by the Seller of all of the latter's
liabilities and obligations as set forth in the Agreement subject to the terms
and limitations therein contained. Airbus Industrie hereby agrees that its
obligations hereunder will be unconditional and absolute and, without limiting
the generality of the foregoing, will not be released, discharged or otherwise
affected by (i) any modification or amendment of or supplement to said Agreement
(other than release, discharge or waiver of this guarantee hereunder) or (ii)
any assignment of the said Agreement or of any rights or obligations thereunder
made in accordance with Clause 19 thereof. Airbus Industrie further agrees that
it will execute and deliver such other and further instruments as may be
reasonably requested by the Buyer (as such term is defined in the Agreement),
its successors or assigns to reaffirm its obligations hereunder.
AIRBUS INDUSTRIE
/s V O
Title: COO
Date: 17/7/96
August 30, 1996
To: AVSA, S.A.R.L.
This will confiem that the Board of Directors of Federal Express
Corporation approved the transactions contemplated by Amendment No. 4 to the
Airbus A300-600R Freighter Purchase Agreement during its regularly scheduled
July, 1996 board meeting.
Federal Express Corporation
By: /s/ Xxxxxxx Xxxx
Title: Senior Vice President
