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$99	Preview Full Doc	2003	Agreement Agreement (948K) Doc #116174: Click preview link for longer preview. 2003 Agreement between UNITED AIR LINES, INC. and THE AIR LINE PILOTS in the service of UNITED AIR LINES, INC. represented by THE AIR LINE PILOTS ASSOCIATION, INTERNATIONAL 2003 Agreement between UNITED AIR LINES, INC. and THE AIR LINE PILOTS in the service of UNITED AIR LINES, INC. represented by THE AIR LINE PILOTS ASSOCIATION, INTERNATIONAL PREAMBLE THIS AGREEMENT is made and entered into in accordance with the provisions of the Railway Labor Act, as amended, by and between UNITED AIR LINES, INC., (hereinafter referred to as the "Company") and the AIR LINE PILOTS in the service of UNITED AIR LINES, INC., as represented by the AIR LINE PILOTS ASSOCIATION, INTERNATIONAL (hereinafter referred to as the "Association"). WITNESSETH: It is hereby mutually agreed: Exhibit 10.2 SECTION 1 RECOGNITION, SCOPE AND CAREER SECURITY A. RECOGNITION The Air Line Pilots Association, International (the ''Association''), has furnished the Company evidence that a majority of the airline pilots employed by the Company have designated the Association to represent them and in their behalf negotiate and conclude an agreement with the Company as to hours of labor, wages and other employment conditions covering the pilots in the employ of the Company in accordance with the provisions of Title II of the Railway Labor Act, as amended and the certification issued by the National Mediation Board in Case No. R-3463. B. SCOPE The pilots on the Pilots' System Seniority List (the "United Pilots") shall have the sole and exclusive right to perform and be trained to perform Company Flying and operate Company Aircraft in accordance with the terms and conditions of this agreement or any other applicable agreement or agreements between the Company and the Association (together, the "Agreement"). 1. Company Flying Except as provided in paragraph B-2, ''Company Flying'' includes without limitation all commercial flight operations of any sort whatsoever, whether revenue, nonrevenue, scheduled or unscheduled, conducted (i) by the Company or a Company Affiliate, or (ii) by the Company or a Company Affiliate for other air carriers, or (iii) by an Entity managed by or under the Control of the Company or a Company Affiliate, or (iv) by an Entity in which the Company or a Company Affiliate owns any Equity. 2. Exceptions to Company Flying Company Flying does not include flight operations that are (i) normally performed by the Company's engineering and test pilots (other than ferry flights that are not diagnostic test flights) or (ii) conducted by a Feeder Carrier pursuant to paragraph C-1 below, or (iii) conducted by a Domestic Air Carrier pursuant to paragraph C-2 below, or (iv) conducted by a Foreign Air Carrier pursuant to paragraph C-3 below (including Foreign Air Carriers that are subject to paragraph C-3-c below), or (v) conducted by an Air Carrier Purchaser during the operations following a Successorship Transaction but before an Operational Merger that are subject to paragraph D below, or (vi) conducted by any other air carrier in accordance with an Industry Standard Interline Agreement. 116174	UAL UAL Corp. ( Airline ) As referenced in this Agreement: UAL Corp – Non-Stop" means a flight in a Market that does not include a scheduled intervening take off and landing. 20. ''Parent'' refers to UAL Corp . (''UAL'') or any other Entity that has majority control of the Company, whether directly or indirectly through the majority control of other _____________ UAL Corp – aligns the interests of management and other domestic employees. b. Prior to each calendar year beginning with 2004, the Compensation Committee of the UAL Corp oration Board of Directors ("BOD") will establish a performance incentive formula (the "Annual Incentive Formula") that will provide a "Threshold" or minimum incentive _____________ UAL Corp – Amendment thereto 9/22/99 The Administrative Employee Waiver 10/28/99 The Payment of ESOP Dividend and Dividend Equivalents 10/29/99 UAL Corp oration Supplemental ESOP as amended through the 9th Amendment 10/29/99 UAL Corporation ESOP as amended through the 10th Amendment 4/28/ _____________ UAL Corp – Payment of ESOP Dividend and Dividend Equivalents 10/29/99 UAL Corporation Supplemental ESOP as amended through the 9th Amendment 10/29/99 UAL Corp oration ESOP as amended through the 10th Amendment 4/28/00 Relating to Domestic Partner Benefits 3/01/01 00-18 Relating to _____________ UAL CORP – signed a Confidential Statement. _______________________ Dated: Signature ____________________________ Print Name ____________________________ Address ____________________________ Telephone Letter 94-1 Letter 94-1 Job Security Protection UAL CORP . UNITED AIRLINES July 12, 1994 J. Randolph Babbitt, President Air Line Pilots Association 1625 Massachusetts Avenue, N.W. Washington, D. C. 20036 _____________ dt 92165 ; United Air Lines United Air Lines Inc. As referenced in this Agreement: UNITED AIR LINES, – SECTION 1 EX-10.2 7 pilot.htm 3 Exhibit 10.2 2003 Agreement between UNITED AIR LINES, INC. and THE AIR LINE PILOTS in the service of UNITED AIR LINES, INC. represented by THE AIR LINE PILOTS ASSOCIATION, INTERNATIONAL _____________ UNITED AIR LINES, – 7 pilot.htm 3 Exhibit 10.2 2003 Agreement between UNITED AIR LINES, INC. and THE AIR LINE PILOTS in the service of UNITED AIR LINES, INC. represented by THE AIR LINE PILOTS ASSOCIATION, INTERNATIONAL 2003 Agreement between UNITED AIR LINES, INC. and THE AIR LINE PILOTS in _____________ UNITED AIR LINES, – THE AIR LINE PILOTS in the service of UNITED AIR LINES, INC. represented by THE AIR LINE PILOTS ASSOCIATION, INTERNATIONAL 2003 Agreement between UNITED AIR LINES, INC. and THE AIR LINE PILOTS in the service of UNITED AIR LINES, INC. represented by THE AIR LINE PILOTS ASSOCIATION, INTERNATIONAL _____________ UNITED AIR LINES, – by THE AIR LINE PILOTS ASSOCIATION, INTERNATIONAL 2003 Agreement between UNITED AIR LINES, INC. and THE AIR LINE PILOTS in the service of UNITED AIR LINES, INC. represented by THE AIR LINE PILOTS ASSOCIATION, INTERNATIONAL PREAMBLE THIS AGREEMENT is made and entered into in accordance with the provisions _____________ UNITED AIR LINES, – PREAMBLE THIS AGREEMENT is made and entered into in accordance with the provisions of the Railway Labor Act, as amended, by and between UNITED AIR LINES, INC., (hereinafter referred to as the "Company") and the AIR LINE PILOTS in the service of UNITED AIR LINES, INC., as represented _____________ dt 92152 ; United Air Lines United Air Lines Inc. As referenced in this Agreement: UNITED AIR LINES, – SECTION 1 EX-10.2 7 pilot.htm 3 Exhibit 10.2 2003 Agreement between UNITED AIR LINES, INC. and THE AIR LINE PILOTS in the service of UNITED AIR LINES, INC. represented by THE AIR LINE PILOTS ASSOCIATION, INTERNATIONAL _____________ UNITED AIR LINES, – 7 pilot.htm 3 Exhibit 10.2 2003 Agreement between UNITED AIR LINES, INC. and THE AIR LINE PILOTS in the service of UNITED AIR LINES, INC. represented by THE AIR LINE PILOTS ASSOCIATION, INTERNATIONAL 2003 Agreement between UNITED AIR LINES, INC. and THE AIR LINE PILOTS in _____________ UNITED AIR LINES, – THE AIR LINE PILOTS in the service of UNITED AIR LINES, INC. represented by THE AIR LINE PILOTS ASSOCIATION, INTERNATIONAL 2003 Agreement between UNITED AIR LINES, INC. and THE AIR LINE PILOTS in the service of UNITED AIR LINES, INC. represented by THE AIR LINE PILOTS ASSOCIATION, INTERNATIONAL _____________ UNITED AIR LINES, – by THE AIR LINE PILOTS ASSOCIATION, INTERNATIONAL 2003 Agreement between UNITED AIR LINES, INC. and THE AIR LINE PILOTS in the service of UNITED AIR LINES, INC. represented by THE AIR LINE PILOTS ASSOCIATION, INTERNATIONAL PREAMBLE THIS AGREEMENT is made and entered into in accordance with the provisions _____________ UNITED AIR LINES, – PREAMBLE THIS AGREEMENT is made and entered into in accordance with the provisions of the Railway Labor Act, as amended, by and between UNITED AIR LINES, INC., (hereinafter referred to as the "Company") and the AIR LINE PILOTS in the service of UNITED AIR LINES, INC., as represented _____________ dt 92194 ;	United Air Lines United Air Lines Inc. ( Airline ) As referenced in this Agreement: UNITED AIR LINES, – SECTION 1 EX-10.2 7 pilot.htm 3 Exhibit 10.2 2003 Agreement between UNITED AIR LINES, INC. and THE AIR LINE PILOTS in the service of UNITED AIR LINES, INC. represented by THE AIR LINE PILOTS ASSOCIATION, INTERNATIONAL _____________ UNITED AIR LINES, – 7 pilot.htm 3 Exhibit 10.2 2003 Agreement between UNITED AIR LINES, INC. and THE AIR LINE PILOTS in the service of UNITED AIR LINES, INC. represented by THE AIR LINE PILOTS ASSOCIATION, INTERNATIONAL 2003 Agreement between UNITED AIR LINES, INC. and THE AIR LINE PILOTS in _____________ UNITED AIR LINES, – THE AIR LINE PILOTS in the service of UNITED AIR LINES, INC. represented by THE AIR LINE PILOTS ASSOCIATION, INTERNATIONAL 2003 Agreement between UNITED AIR LINES, INC. and THE AIR LINE PILOTS in the service of UNITED AIR LINES, INC. represented by THE AIR LINE PILOTS ASSOCIATION, INTERNATIONAL _____________ UNITED AIR LINES, – by THE AIR LINE PILOTS ASSOCIATION, INTERNATIONAL 2003 Agreement between UNITED AIR LINES, INC. and THE AIR LINE PILOTS in the service of UNITED AIR LINES, INC. represented by THE AIR LINE PILOTS ASSOCIATION, INTERNATIONAL PREAMBLE THIS AGREEMENT is made and entered into in accordance with the provisions _____________ UNITED AIR LINES, – PREAMBLE THIS AGREEMENT is made and entered into in accordance with the provisions of the Railway Labor Act, as amended, by and between UNITED AIR LINES, INC., (hereinafter referred to as the "Company") and the AIR LINE PILOTS in the service of UNITED AIR LINES, INC., as represented _____________ dt 92152 ; United Air Lines United Air Lines Inc. ( Airline ) As referenced in this Agreement: UNITED AIR LINES, – SECTION 1 EX-10.2 7 pilot.htm 3 Exhibit 10.2 2003 Agreement between UNITED AIR LINES, INC. and THE AIR LINE PILOTS in the service of UNITED AIR LINES, INC. represented by THE AIR LINE PILOTS ASSOCIATION, INTERNATIONAL _____________ UNITED AIR LINES, – 7 pilot.htm 3 Exhibit 10.2 2003 Agreement between UNITED AIR LINES, INC. and THE AIR LINE PILOTS in the service of UNITED AIR LINES, INC. represented by THE AIR LINE PILOTS ASSOCIATION, INTERNATIONAL 2003 Agreement between UNITED AIR LINES, INC. and THE AIR LINE PILOTS in _____________ UNITED AIR LINES, – THE AIR LINE PILOTS in the service of UNITED AIR LINES, INC. represented by THE AIR LINE PILOTS ASSOCIATION, INTERNATIONAL 2003 Agreement between UNITED AIR LINES, INC. and THE AIR LINE PILOTS in the service of UNITED AIR LINES, INC. represented by THE AIR LINE PILOTS ASSOCIATION, INTERNATIONAL _____________ UNITED AIR LINES, – by THE AIR LINE PILOTS ASSOCIATION, INTERNATIONAL 2003 Agreement between UNITED AIR LINES, INC. and THE AIR LINE PILOTS in the service of UNITED AIR LINES, INC. represented by THE AIR LINE PILOTS ASSOCIATION, INTERNATIONAL PREAMBLE THIS AGREEMENT is made and entered into in accordance with the provisions _____________ UNITED AIR LINES, – PREAMBLE THIS AGREEMENT is made and entered into in accordance with the provisions of the Railway Labor Act, as amended, by and between UNITED AIR LINES, INC., (hereinafter referred to as the "Company") and the AIR LINE PILOTS in the service of UNITED AIR LINES, INC., as represented _____________ dt 92194 ; More...
$72	Preview Full Doc	2003	Agreement for Purchase and Sale of Real Property Agreement for Purchase and Sale of Real Property (169K) Doc #131104: Click preview link for longer preview. AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY BY AND BETWEEN EGL, INC., A TEXAS CORPORATION, AS SELLER, AND MACFARLAN HOLDINGS, LTD., AS BUYER DATE OF AGREEMENT: SEPTEMBER 17, 2002 {PAGE} TABLE OF CONTENTS {TABLE} {CAPTION} {S} {C} {C} 1. DEFINITIONS..............................................................................................2 2. PURCHASE AND SALE........................................................................................6 3. PURCHASE PRICE...........................................................................................6 3.1 Deposit.................................................................................................6 3.2 LIQUIDATED DAMAGES......................................................................................7 3.3 Balance.................................................................................................8 4. DUE DILIGENCE............................................................................................8 4.1 Physical Inspections....................................................................................8 4.2 Title and Survey.......................................................................................10 4.3 Buyer's Disapproval of Due Diligence Items; Subsequent Termination of Agreement........................11 5. WAIVER OF REPRESENTATIONS AND WARRANTIES................................................................11 5.1 "As Is" Sale...........................................................................................11 5.2 Reliance on Own Investigations.........................................................................12 5.3 Waiver of Consumer Rights (as to the Austin Property and Grapevine Property)...........................13 5.4 Notice to Seller and Buyer.............................................................................13 6. REPRESENTATIONS AND WARRANTIES OF BUYER AND SELLER......................................................13 6.1 Buyer's Representations and Warranties.................................................................13 6.2 Seller's Representations and Warranties................................................................14 7. COVENANTS...............................................................................................14 7.1 By Seller..............................................................................................14 7.2 By Buyer...............................................................................................15 7.3 Lease to Tenant........................................................................................15 8. CLOSING.................................................................................................15 8.1 Date and Place.........................................................................................15 8.2 Seller's Deliveries....................................................................................15 8.3 Buyer's Deliveries.....................................................................................17 8.4 Procedure..............................................................................................18 8.5 Possession.............................................................................................19 9. CLOSING COSTS...........................................................................................19 9.1 Seller's Costs.........................................................................................19 9.2 Buyer's Costs..........................................................................................19 9.3 Real Property Taxes....................................................................................19 10. RISK OF LOSS............................................................................................19 10.1 Condemnation...........................................................................................19 10.2 Damage or Destruction..................................................................................20 11. MISCELLANEOUS PROVISIONS................................................................................21 11.1 Entire Agreement; Amendments in Writing; Waiver........................................................21 11.2 No Assignment; Binding Effect; No Third Party Beneficiaries............................................21 11.3 Interpretation; Construction; Partial Invalidity.......................................................22 11.4 Counterpart Execution..................................................................................22 11.5 Time of Essence........................................................................................22 11.6 Governing Law..........................................................................................22 11.7 Attorneys' Fees........................................................................................22 11.8 Brokers' Commissions...................................................................................23 11.9 No Fiduciary Relationship..............................................................................23 11.10 Seller's Default.......................................................................................23 {/TABLE} -i- {PAGE} {TABLE} {CAPTION} {S} {C} {C} 11.11 Notices................................................................................................24 11.12 Further Assurances.....................................................................................24 11.13 No Disclosure..........................................................................................25 11.14 Environmental Site Assessment..........................................................................25 11.15 Material Adverse Change in Seller's Financial Condition................................................25 Exhibits: "A-1" - Legal Description of Austin Property "A-2" - Legal Description of Grapevine Property "A-3" - Legal Description of South Bend Property "A-4" - Legal Description of East Granby Property "B" - Form of Special Warranty Deed (Austin and Grapevine Property) "C" - Form of Special Warranty Deed (South Bend Property) "D" - Form of Special Warranty Deed (East Granby Property) "E" - Form of Bill of Sale Assignment of Intangibles and Contracts and Assumption Agreement "F" - Certificate of Non-Foreign Status "G" - Excluded Personal Property "H" - Form of Lease Agreement "I" - Memorandum of Lease Agreement "J" - Corporate Guaranty "K" - Schedule of Base Rent {/TABLE} -ii- {PAGE} AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY This AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY (this "Agreement"), dated September 17, 2002 ("Effective Date"), is made and entered into by and between EGL, INC., a Texas corporation (formerly known as Eagle USA Airfreight, Inc.) ("Seller"), and MACFARLAN HOLDINGS, LTD., a Texas limited partnership, or its assigns ("Buyer"), with reference to the following: RECITALS A. Seller will acquire or cause to be conveyed, indefeasible fee simple title to certain improved real property, consisting of the following: (i) one office/warehouse building containing approximately 86,700 square feet of warehouse space and approximately 13,225 square feet of office space on approximately 8.97 acres of land having a street address of 7900 East Riverside Drive, located in the City of Austin, Travis County, State of Texas, the legal description of which is set forth on Exhibit "A-1" attached hereto and incorporated herein by reference for all purposes (the "Austin Property"); (ii) one office/warehouse building containing approximately 104,220 square feet of warehouse space and approximately 18,360 square feet of office space on approximately 10.85 acres of land having a street address of 620 Westport Parkway, located in the City of Grapevine, Dallas County, State of Texas, the legal description of which is set forth on Exhibit "A-2" attached hereto and incorporated herein by reference for all purposes (the "Grapevine Property"); (iii) one office/warehouse building containing approximately 33,135 square feet of warehouse space and approximately 6,065 square feet of office space on approximately 6.3 acres of land having a street address of 4810 Ameritech Drive, located in the City of South Bend, St. Joseph County, State of Indiana, the legal description of which is set forth on Exhibit "A-3" attached hereto and incorporated herein by reference for all purposes (the "South Bend Property"); and (iv) one office/warehouse containing approximately 25,200 square feet of warehouse space and approximately 4,752 square feet of office space on approximately 3.6 acres of land having a street address of 42 Bradley Park Road, located in the Town of East Granby, County of Hartford, State of Connecticut, the legal description of which is set forth on Exhibit "A-4" attached hereto and incorporated herein by reference for all purposes (the "East Granby Property"). The "Austin Property", "Grapevine Property", "South Bend Property" and "East Granby Property" are hereinafter sometimes collectively called the "Property" (as such term is further defined in Section 1.20 hereof). B. Buyer desires to purchase the Property from Seller, and Seller desires to sell the Property to Buyer, on the terms and conditions set forth in this Agreement. C. Pursuant to the terms of a Master Lease and Development Agreement dated as of April 3, 1998, executed by and between Asset XVI Holdings Company, LLC, as the current lessor/owner of the Property and Seller, as lessee, Seller will exercise its option to purchase the Property and cause such Property to be conveyed directly to Buyer at the closing and consummation of this transaction upon the terms and conditions hereinafter set forth. {PAGE} NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the adequacy and sufficiency of which are hereby acknowledged, Buyer and Seller agree as follows: 1. DEFINITIONS. As used herein, the following terms have the following meanings: 1.1 "AGREEMENT" is defined in the preamble of this Agreement. 1.2 "BUYER" is defined in the preamble to this Agreement. 1.3 "CLOSING" means the closing, consummation and funding of the purchase of the Property by Buyer pursuant to this Agreement. 1.4 "CLOSING COSTS" means the costs and expenses of Seller and Buyer in connection with this Agreement and the closing and consummation of this transaction, including, without limitation, the fees and expenses of the surveyor in connection with the Survey for each parcel of the Property, charges and premiums paid to the Title Company in connection with the Title Policy for each parcel of the Property, Escrow Holder's costs and fees, and recordation taxes, fees, and costs, including, without limitation, transfer tax or similar tax on the Deed and any recording fees, the legal fees of Seller, the legal fees of Buyer; loan fees, points and/or mortgage brokerage fees incurred by Buyer; the Seller's brokerage fees or commissions payable to Seller's broker; the mortgagee and owner's title insurance fees, costs of surveys, engineering studies and environmental reports. 1.5 "CLOSING DATE" means that date which is November 12, 2002. If the Closing Date falls on a date which is not a business day as recognized in the State of Texas, then the Closing Date shall be extended to 5:00 p.m. on the first business day thereafter. 1.6 "DEED" means (i) as to the Austin Property and Grapevine Property, a Special Warranty Deed in the form attached as Exhibit "B" hereto and incorporated herein by reference, conveying title to the Austin Property and Grapevine Property, respectively, to Buyer at the Closing subject only to the Permitted Title Exceptions (hereinafter defined); (ii) as to the South Bend Property a Special Warranty Deed in the form attached as Exhibit "C" hereto and incorporated by herein reference conveying fee title to the South Bend Property to Buyer at the Closing , subject only to the Permitted Title Exceptions (hereinafter defined); and (iii) as to the East Granby Property a Limited Warranty Deed in the form attached as Exhibit "D" hereto and incorporated by herein reference conveying fee title to the East Granby Property to Buyer at the Closing, subject only to the Permitted Title Exceptions (hereinafter defined). 1.7 "DEPOSIT" is defined in Section 3.1(a) below. 1.8 "DOCUMENTS" is defined in Section 4.1(e) below. 1.9 "DUE DILIGENCE PERIOD" means the period of time commencing on the Effective Date and expiring at 5:00 p.m. Houston, Texas time on November 1, 2002. If the expiration of the Due Diligence Period falls on a date which is not a business day as recognized in the State of 131104	EGL EGL, Inc. ( Air Courier ) As referenced in this Agreement for Purchase and Sale of Real Property: EGL, INC – AGREEMENT FOR PURCHASE & SALE OF REAL PROPERTY {TEXT} {PAGE} EXHIBIT 10.22 AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY BY AND BETWEEN EGL, INC ., A TEXAS CORPORATION, AS SELLER, AND MACFARLAN HOLDINGS, LTD., AS BUYER DATE OF AGREEMENT: SEPTEMBER 17, 2002 {PAGE} TABLE OF CONTENTS {TABLE} { _____________ EGL, INC – FOR PURCHASE AND SALE OF REAL PROPERTY (this "Agreement"), dated September 17, 2002 ("Effective Date"), is made and entered into by and between EGL, INC ., a Texas corporation (formerly known as Eagle USA Airfreight, Inc.) ("Seller"), and MACFARLAN HOLDINGS, LTD., a Texas limited partnership, or its assigns (" _____________ EGL, Inc – Greenville Avenue, Suite 750 Dallas, Texas 75231 Attn: Lorne O. Liechty, Esq. Telephone: 214-265-0008 Facsimile: 214-265-0615 If to Seller: EGL, Inc . 15350 Vickery Drive Houston, Texas 77032 Attn: Jon R. Kennedy, Senior Vice President Telephone: ------------------ Facsimile: 281-618-3399 with a copy to: _____________ EGL, INC – 26- {PAGE} IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date set forth below their signatures. "SELLER" "BUYER" EGL, INC ., a Texas corporation MACFARLAN HOLDINGS, LTD., a Texas limited partnership By: By: WJM Properties, L.L.C., its --------------------------------- General Partner Name: --------------------------------- Title: --------------------------------- _____________ EGL, Inc – in further consideration of the sum of One Dollar ($1.00) and other good and valuable consideration paid by Landlord to the undersigned, EGL, Inc ., a Texas corporation (hereinafter called "Guarantor"), Guarantor, intending to be legally bound, hereby irrevocably guarantees to Landlord (i) the full and prompt _____________ dt 91990 ; Baker Baker & Hostetler LLP ( Legal ) As referenced in this Agreement for Purchase and Sale of Real Property: Baker & Hostetler – 618-3399 with a copy to: Seller's Broker (see Section 11.8 above) and Baker & Hostetler , LLP 1000 Louisiana, Suite 2000 Houston, Texas 77002 Attn: William C. Stroh, Esq. Telephone: dt 29329 ;	Baker Baker & Hostetler LLP ( Legal ) As referenced in this Agreement for Purchase and Sale of Real Property: Baker & Hostetler – 618-3399 with a copy to: Seller's Broker (see Section 11.8 above) and Baker & Hostetler , LLP 1000 Louisiana, Suite 2000 Houston, Texas 77002 Attn: William C. Stroh, Esq. Telephone: dt 29360
$35	Full Doc	2004	Airlease Ltd. Announces Plan to Sell Remaining Assets and Dissolve Airlease Ltd. Announces Plan to Sell Remaining Assets and Dissolve (6K) Doc #248309: This document is immediately available for purchase, but does not have a preview available for viewing. {DOCUMENT} {TYPE}EX-99 {SEQUENCE}10 {FILENAME}ex99-1.txt {DESCRIPTION}EXHIBIT 99.1 {TEXT} EXHIBIT 99.1 Contact: Jad Mansour (415) 765-1814 AIRLEASE LTD. ANNOUNCES PLAN TO SELL REMAINING ASSETS AND DISSOLVE SAN FRANCISCO, March 18, 2004 -- Airlease Ltd., A California Limited Partnership (OTCBB - AIRL), announced today that the Board of Directors of its General Partner, acting in response to a recommendation made by a special committee of independent directors, has directed the General Partner to sell the Partnership's remaining assets as attractive sale opportunities arise, distribute sale proceeds (after repaying debt and establishing appropriate reserves) to unitholders after disposition, and dissolve the Partnership when all assets are sold. Given current market conditions, the General Partner cannot predict either the actual timing for completing such sales or the prices and other terms of such sales. The General Partner also cannot predict when net proceeds will be distributed to unitholders or the aggregate amount of such net proceeds, both of which will depend upon a number of factors, including market conditions, the timing and terms of such asset sales, the amount of cash required to settle outstanding liabilities and contingencies, the amount of necessary cash reserves, and the expenses associated with selling assets and dissolving the Partnership. In 1997, the unitholders of the Partnership authorized the General Partner to decide not to make new aircraft investments, to sell aircraft when attractive opportunities arise, to distribute net sale proceeds and to dissolve the Partnership when all assets are sold. Since that time, the General Partner has continued to operate the Partnership and consider, from time to time, alternative investments. However, the General Partner has not made new investments in aircraft, primarily due to the weak aircraft leasing market. For a variety of reasons, including the General Partner's belief that significant improvement in this market is not forthcoming in the near term for the Partnership's three aircraft, the General Partner has now determined that unitholders likely will realize greater value from a dissolution of the Partnership compared to continued operation of the Partnership. Accordingly, the General Partner intends to exercise fully and promptly the authority granted to it previously by the unitholders to sell assets, distribute net proceeds and dissolve the Partnership. In 1997, the unitholders also authorized the General Partner to impose restrictions on the transferability of outstanding units. The General Partner has not taken this action, although it reserves the right to do so if it 1 {PAGE} concludes that implementing such restrictions would be in the best interests of the unitholders in light of current partnership tax law. The Partnership's portfolio consists of three aircraft. One aircraft, a 727-200FH, is leased to FedEx Corporation under a lease which expires in April 2006. The other two aircraft are MD-82s leased to CSI Aviation Services, Inc. through May 2004. The General Partner is actively seeking buyers for these aircraft. SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995: The Partnership has included in this press release certain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 concerning the Partnership's business, operations and financial condition. The words or phrases "can be", "may affect", "may depend", "expect", "believe", "anticipate", "intend", "will", "estimate", "project" and similar words and phrases are intended to identify such forward-looking statements. Such forward-looking statements are subject to various known and unknown risks and uncertainties and the Partnership cautions you that any forward-looking information provided by or on behalf of the Partnership is not a guarantee of future performance. Actual results could differ materially from those anticipated in such forward-looking statements due to a number of factors, some of which are beyond the Partnership's control, in addition to those discussed in the Partnership's filings with the Securities and Exchange Commission, including (i) changes in the aircraft or aircraft leasing market; (ii) the economic downturn in the airline industry; (iii) default by lessees under leases causing the Partnership to incur uncontemplated expenses or not to receive rental income as and when expected; (iv) the continued impact of the events of September 11, 2001, as well as war, acts of terrorism, or other military involvement by the U.S. or others in Iraq or other regions, on the aircraft or aircraft leasing market and on the airline industry; (v) changes in interest rates; (vi) the timing of asset sales, the prices received by the Partnership for its assets, and the costs of selling assets, satisfying Partnership liabilities and contingencies, and dissolving the Partnership; and (vii) legislative or regulatory changes that adversely affect the value of aircraft. All such forward-looking statements are current only as of the date on which such statements were made. The Partnership does not undertake any obligation to publicly update any forward-looking statement to reflect events or circumstances after the date on which any such statement is made or to reflect the occurrence of unanticipated events. March 18, 2004 # # # 2 {/TEXT} {/DOCUMENT} 248309	Airlease Airlease Ltd. ( Rental & Leasing ) As referenced in this Airlease Ltd. Announces Plan to Sell Remaining Assets and Dissolve: AIRLEASE LTD – txt {DESCRIPTION}EXHIBIT 99.1 {TEXT} EXHIBIT 99.1 Contact: Jad Mansour (415) 765-1814 AIRLEASE LTD . ANNOUNCES PLAN TO SELL REMAINING ASSETS AND DISSOLVE SAN FRANCISCO, March 18, 2004 -- Airlease _____________ Airlease Ltd – AIRLEASE LTD. ANNOUNCES PLAN TO SELL REMAINING ASSETS AND DISSOLVE SAN FRANCISCO, March 18, 2004 -- Airlease Ltd ., A California Limited Partnership (OTCBB - AIRL), announced today that the Board of Directors of _____________ dt 74025 ;	FedEx FedEx Corp. ( Air Courier )
$33	Preview Full Doc	2004	For Immediate Release For Immediate Release (3K) Doc #354276: Click preview link for longer preview. FOR IMMEDIATE . . . 354276	FedEx FedEx Corp. ( Air Courier )
$44	Preview Full Doc	2004	For Immediate Release For Immediate Release (20K) Doc #354280: Click preview link for longer preview. FOR IMMEDIATE RELEASE FedEx Profits Surge in First Quarter Strong Revenue Growth Across International, Ground and Freight Services FedEx International Priority^ï¿½ Revenue Grows 25% MEMPHIS, Tenn., September 22, 2004 ... FedEx Corporation (NYSE: FDX) reported earnings of $1.08 per diluted share for the first quarter ended August 31, compared to $0.42 per diluted share a year ago, an increase of 157%. Excluding business realignment costs and a one-time tax benefit, last yearï¿½s earnings per diluted share were $0.61. FedEx Corp. reported the following . . . 354280	FedEx FedEx Corp. ( Air Courier )
$37	Preview Full Doc	2004	For Immediate Release For Immediate Release (3K) Doc #354281: Click preview link for longer preview. FOR IMMEDIATE RELEASE FedEx Corp. Raises First Quarter and Full Year Earnings . . . 354281	FedEx FedEx Corp. ( Air Courier )
$38	Preview Full Doc	2004	For Immediate Release For Immediate Release (22K) Doc #354300: Click preview link for longer preview. FOR IMMEDIATE RELEASE FedEx Corp. Fourth Quarter Net Income Jumps 47% Double-digit Revenue Growth at FedEx Express, FedEx Ground and FedEx Freight Earnings Guidance Increased for Fiscal 2005 MEMPHIS, Tenn., June 23, 2004 ... FedEx Corporation (NYSE: FDX) reported earnings of $1.36 per diluted share for the fourth quarter ended May 31 including $0.01 of business realignment costs and a $0.04 benefit from a nonrecurring reduction in the effective income tax rate. This compares to $0.92 per diluted share a year ago, an increase of 48%. Earnings before . . . 354300	FedEx FedEx Corp. ( Air Courier )
$35	Preview Full Doc	2004	For Immediate Release For Immediate Release (3K) Doc #354301: Click preview link for longer preview. FOR IMMEDIATE RELEASE FedEx Corp. Fourth Quarter Earnings Exceed . . . 354301	FedEx FedEx Corp. ( Air Courier )
$34	Preview Full Doc	2004	For Immediate Release For Immediate Release (4K) Doc #354302: Click preview link for longer preview. FOR IMMEDIATE RELEASE FedEx Corp. Raises Fourth Quarter Earnings Estimate by $0. . . . 354302	FedEx FedEx Corp. ( Air Courier )
$43	Preview Full Doc	2004	For Immediate Release For Immediate Release (23K) Doc #354307: Click preview link for longer preview. FOR IMMEDIATE RELEASE FedEx Corp. Net Income Soars 41% in Third Quarter FedEx Express Operating Margin Improves on Lower Costs and Strong International Revenue MEMPHIS, Tenn., March 17, 2004... FedEx Corporation (NYSE: FDX) today reported earnings of $0.68 per diluted share for the quarter ended February 29, including $0.03 per diluted share of costs associated with the previously announced business realignment through early retirement and severance programs. Excluding these costs, earnings for the third quarter were $0. . . . 354307	FedEx FedEx Corp. ( Air Courier )
$38	Preview Full Doc	2004	For Immediate Release For Immediate Release (2K) Doc #354309: Click preview link for longer preview. [FedEx Corporation Logo] FedEx Corporation Media Contact: Howard Clabo 901-434-7786 Investor Contact: J. H. Clippard Jr. 901-818-7468 FOR IMMEDIATE RELEASE FedEx Completes Acquisition of . . . 354309	FedEx FedEx Corp. ( Air Courier )
$38	Full Doc	2003	For Immediate Release For Immediate Release (11K) Doc #354311: This document is immediately available for purchase, but does not have a preview available for viewing. 354311	FedEx FedEx Corp. ( Air Courier )
$37	Preview Full Doc	2003	For Immediate Release For Immediate Release (22K) Doc #354322: Click preview link for longer preview. FOR IMMEDIATE RELEASE FedEx Corp. Reports Higher Second Quarter Revenue Business Realignment Programs Exceed Expectations MEMPHIS, Tenn., December 17, 2003... FedEx Corporation (NYSE: FDX) today reported earnings of $0.30 per diluted share for the quarter ended November 30, including $0.57 per diluted share of costs and $0.05 per diluted share of savings associated with the previously announced business realignment through early retirement and severance programs. Excluding these costs, . . . 354322	FedEx FedEx Corp. ( Air Courier )
$34	Preview Full Doc	2002	For Immediate Release For Immediate Release (3K) Doc #354360: Click preview link for longer preview. FOR IMMEDIATE RELEASE FedEx Corp. Declares First Dividend in Its . . . 354360	FedEx FedEx Corp. ( Air Courier )
$38	Preview Full Doc	2001	For Immediate Release For Immediate Release (3K) Doc #354379: Click preview link for longer preview. Contact: Carla Boyd Richards Jim Clippard FedEx Media Relations FedEx Investor Relations 949-248-2406 901-818-7468 CBRICHARDS@FEDEX.COM IR@FEDEX. . . . 354379	FedEx FedEx Corp. ( Air Courier )
$30	Preview Full Doc	2001	For Immediate Release For Immediate Release (3K) Doc #354393: Click preview link for longer preview. FOR IMMEDIATE . . . 354393	FedEx FedEx Corp. ( Air Courier )
$53	Preview Full Doc	2001	Transportation Agreement Transportation Agreement (245K) Doc #354424: Click preview link for longer preview. TRANSPORTATION AGREEMENT BETWEEN THE UNITED STATES POSTAL SERVICE AND FEDERAL EXPRESS CORPORATION -------------------------------------------------------------------------------- {PAGE} TRANSPORTATION AGREEMENT BETWEEN THE UNITED STATES POSTAL SERVICE AND FEDERAL EXPRESS CORPORATION TABLE OF CONTENTS {TABLE} {S} {C} Preamble.....................................................................1 ARTICLE 1 - DEFINITIONS .....................................................1 ARTICLE 2 - FEDEX SERVICES ..................................................8 ARTICLE 3 - DISPUTE RESOLUTION ..............................................9 ARTICLE 4 - INDEPENDENT CONTRACTOR...........................................11 ARTICLE 5 - TAXES ...........................................................11 ARTICLE 6 - FEDEX COMPENSATION...............................................13 ARTICLE 7 - PAYMENTS ........................................................13 ARTICLE 8 - GENERAL OBLIGATIONS OF FEDEX ....................................14 ARTICLE 9 - GOVERNMENT REGULATION............................................18 ARTICLE 10 - DISCLOSURE/TRADEMARKS ..........................................18 ARTICLE 11 - OBLIGATIONS OF USPS ............................................21 ARTICLE 12 - LIABILITIES OF THE PARTIES......................................23 ARTICLE 13 - RISK OF LOSS; CLAIMS PROCEDURE; LIMITATION OF LIABILITY.........................................25 ARTICLE 14 - REPRESENTATIONS AND WARRANTIES..................................25 ARTICLE 15 - TERM AND TERMINATION............................................26 ARTICLE 16 - EVENTS OF DEFAULT...............................................29 ARTICLE 17 - CONFIDENTIALITY.................................................30 ARTICLE 18 - FORCE MAJEURE...................................................30 ARTICLE 19 - STANDARD USPS CLAUSES...........................................31 ARTICLE 20 - APPLICABLE LAW..................................................47 ARTICLE 21 - ENTIRE AGREEMENT................................................47 ARTICLE 22 - AMENDMENTS OR MODIFICATIONS.....................................48 ARTICLE 23 - ASSIGNMENT......................................................48 ARTICLE 24 - WAIVER OF BREACH................................................48 ARTICLE 25 - NOTICES.........................................................48 ARTICLE 26 - REPRESENTATIVES.................................................49 ARTICLE 27 - SEVERABILITY....................................................50 ARTICLE 28 - ORDER OF PRECEDENCE CLAUSE......................................50 EXHIBIT A -- OPERATION SPECFICATIONS Attachment I Day-turn Operating Plan Attachment II Night-turn Operating Plan Attachment III Airworthiness Attachment IV Unacceptable Packages EXHIBIT B -- RATES EXHIBIT C -- PAYMENT PROCEDURES EXHIBIT D -- MEDIATORS LIST EXHIBIT E -- FORM OF ESCROW AGREEMENT {/TABLE} {PAGE} TRANSPORTATION AGREEMENT THIS TRANSPORTATION AGREEMENT (this "AGREEMENT") is entered into as of January 10, 2001 between: THE UNITED STATES POSTAL SERVICE, an independent establishment of the United States of America established pursuant to 39 United States Code Section 101 et seq., having an office at 475 L'Enfant Plaza S.W., Washington, D.C. 20260-1135 ("USPS"), and FEDERAL EXPRESS CORPORATION, a company organized and existing under the laws of Delaware, having an office at 3610 Hacks Cross Roads, Memphis, Tennessee 38125 (together with its Affiliate, "FEDEX" and together with USPS, the "PARTIES" and each individually, a "PARTY"). PREAMBLE WHEREAS, USPS is engaged in the transportation and delivery of, among other things, deferred, day-certain and time-sensitive shipments to various destinations throughout the United States and around the world, WHEREAS, FedEx is engaged in the integrated air and ground transportation of, as well as providing import and export customs services for, time-sensitive and time-definite shipments to various destinations throughout the United States and around the world, WHEREAS, USPS desires to provide for the transportation and delivery of the Products (as such term is defined in this Agreement) in accordance with the Operating Specifications (as such term is defined in this Agreement), WHEREAS, USPS desires FedEx to perform and FedEx is willing to provide the FedEx Services (as such term is defined in this Agreement) to USPS. FOR AND IN CONSIDERATION of the mutual covenants contained in this Agreement, the Parties agree as follows: ARTICLE 1 DEFINITIONS For purposes of this Agreement and its Schedules, the following terms shall have the following meanings: "ACTUAL AIRCRAFT ARRIVAL" means the actual time that an aircraft blocks in at a destination ramp. "ADVERTISEMENT" means a free or paid mass or targeted communication under the control of a party intended for the general public or a specific potential or existing customer, the ultimate purpose of which is to promote the sale of such party's products or services, including, but not limited to, television, radio and internet commercials, out-of-home ads (e.g., billboards, {PAGE} sports stadium displays, transit signs), direct mail ads, print ads and free standing inserts in newspapers, magazines, and electronic media. "AREA DISTRIBUTION CENTER" (ADC) means any USPS or third Party location that receives packages inbound to a market from FedEx or acts as a destination that receives Packages inbound to a market from FedEx. "AIR MAIL CENTER " (AMC) means any USPS or third Party location that acts as an origin or destination location for tendering USPS packages to or from FedEx outbound or inbound from a market or acts as an origin or destination location for tendering USPS packages to or from FedEx outbound or inbound. "AIRWORTHY" means the conformity of an ULD with the conditions set forth in Attachment III to the Operation Specifications. "AFFILIATE" means an entity that Controls or is directly or indirectly Controlled by a Party or is under joint Control with a Party that Controls. An Affiliate is also an entity that is under the common Control of another entity that also Controls a Party. "ALL PURPOSE CONTAINER" (APC) is a type of USPS mail transport equipment into which Packages are sorted. "ANNUAL TOTAL AIR FORECAST" means the forecast provided to FedEx by USPS pursuant to Section 4.2.0 of the Operating Specifications. "BASELINE COMMITMENT" means the Baseline Commitment by origin that FedEx is committed to transport and that USPS is obligated to provide as set forth in the Operating Plans. "BY-PASS NETWORK FLOW" means the By-pass Network Flow that is to be developed by the parties from time to time pursuant to the provisions of Section 3.6.0 of the Operating Specifications. "BY-PASS TARGET RATE" means the percentage, determined on a system-wide aggregate basis, of ULDs that will be By-pass ULDs (which will not be less than 25% unless otherwise agreed by FedEx in writing). The By-pass Target rate will be determined on a Schedule Period basis in accordance with the procedures set forth in Section 3 of the Operating Specifications. "BY-PASS ULDs" means a single ULD loaded at the origin location for a particular destination. The volume in the ULD will not be individually processed in the FedEx sort operation. USPS sometimes refers to By-pass ULDs as "intacts". "CHANGE OF CONTROL EVENT" shall mean (a) any Person or group (within the meaning of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules of the Securities and Exchange Commission promulgated thereunder as in effect on the date thereof) who is not a stockholder of FedEx Corporation as of the date hereof becoming the beneficial owner pursuant to Rule 13d-3 or 13d-5 under the Exchange Act of Voting Stock of FedEx Corporation having more than 30% 2 {PAGE} of the voting power of all of the then outstanding Voting Stock of FedEx Corporation; (b) individuals who are not Continuing Directors constituting a majority of the Board of Directors of FedEx Corporation, or individuals who are not appointed or designated by FedEx Corporation constituting a majority of the Board of Directors of FedEx; (c) FedEx Corporation consolidating with or merging into any other Person, or any other Person consolidating with or merging into FedEx Corporation, unless the stockholders of FedEx immediately prior to such transaction hold at least 50% of the outstanding Voting Stock of the surviving corporation; (d) FedEx consolidating with or merging into any other Person that is not a direct or indirect subsidiary of FedEx Corporation, or any other such Person merging with or into FedEx, unless Federal Express is the surviving corporation; (e) FedEx, in one transaction or a series of related transactions, conveying, transferring or leasing, directly or indirectly, all or substantially all of its assets to any other Person that is not a direct or indirect subsidiary of FedEx Corporation; and (f) FedEx Corporation and one or more of its direct or indirect wholly-owned subsidiaries ceasing to own and control 80% of the issued and outstanding Voting Stock of FedEx. "COMMITTED VOLUMES" means the volumes that USPS is committed to providing FedEx and that FedEx is committed to transporting during any Schedule Period as more fully described in Section 3.6.0 of the Operating Specifications. "COMMITTED VOLUME SCHEDULE" means the schedule developed by FedEx as described in Section 3.6.0 of the Operating Specifications. "CONSOLIDATION SCAN" (CONS) is a scan that associates multiple package tracking numbers to a consolidated unit and can associate multiple consolidated units to a single unit. This is the scan that is performed when individual pieces are consolidated into a ULD. "CONTINUING DIRECTOR" means an individual who is a member of the Board of Directors of FedEx Corporation on the date of this Agreement or who shall have become a member of the Board of Directors of FedEx Corporation subsequent to such date and who shall have been nominated or elected by a majority of the other Continuing Directors then members of the Board of Directors of FedEx Corporation. 3 {PAGE} "CONTAINERIZED TRANSPORT VEHICLE" (CTV) means any truck that is used to transport ULDs. "CONTROL" or "TO CONTROL" means with respect to an entity ownership of more than 50% of the capital stock or equity interest and voting control of any entity and the power to designate a majority of the board of directors of such entity. "DAILY RECONCILED AMOUNT" means the FedEx invoice amount for the specified shipping day. "DANGEROUS GOODS" OR "HAZARDOUS MATERIAL" means articles or substances which are capable of posing a significant risk to health, safety or to property when transported by air and which are classified according to Section 3 (Classification) of the International Air Transport Association (IATA) Dangerous Good Regulations, regardless of variations, exceptions, exemptions, or limited quantity allowances. "DAY-TURN OPERATING PLAN" means the Day-turn operating plan attached to the Operating Specifications as Attachment I and relates to the Day-turn Operations. "DAY-TURN OPERATIONS" means the FedEx operation that operates Tuesday through Sunday and processes FedEx Economy Service volume. "DELIVERY SCAN" means a scan performed by FedEx that indicates that FedEx has tendered volume to USPS. "DISPATCH AND ROUTING TAG" (D&R TAG) means a bar coded USPS label that is attached to Handling Units. The D&R Tag provides an identification number that is unique for thirty days from generation in human and machine-readable format as well as the destination FedEx ramp identifier of the Handling Unit in human readable format. "EMPLOYEES WITH ACCESS TO THE MAIL" means FedEx employees who transport, sort, load and unload mail to and from the aircraft including supervisors of such employees. "ESCROW AGREEMENT" means the form Escrow Agreement attached to this Agreement as Exhibit E into which funds may be deposited pursuant to the provisions of Section 3.1 and 7.3 of this Agreement. "FEDEX HOLIDAYS" means the holidays that FedEx does not operate as listed in Section 3.9.1 of the Operating Specifications. "FEDEX SERVICES" means the services described in the Operating Specifications to be provided by FedEx to USPS. "GOVERNMENTAL BODY" means any: (i) international, federal, state or local jurisdiction of any nature; (ii) international, federal, state or local government; 4 {PAGE} (iii) international, federal, state or local governmental or quasi-governmental authority of any nature (including any governmental agency, branch, department, official, or entity and any court or other tribunal); and (iv) international, federal, state or local body exercising, or entitled to exercise, any administrative, executive, judicial, legislative, police, regulatory, or taxing authority or power of any nature. "INBOUND MARKET VOLUME" means all inbound Handling Units to a destination AMC or ADC. "HANDLING UNIT" means a ULD (other than a Partial ULD), Mailbag, Tub, Mail Tray, or Outside that is individually processed by FedEx. The term "Handling Unit" does not include the contents of a By-pass ULD. "HAZARDOUS MATERIALS" has the meaning set forth in the definition for Dangerous Goods. "HUB SCAN" means a scan performed by FedEx at a HUB. "LEGAL REQUIREMENT" means any federal, state, local or other administrative order, constitution, law, ordinance, principle of common law, rule, regulation, statute, policy, procedure, directive, binding guideline or interpretation, or treaty. "LOCAL" means the location closest to where an event or circumstance exists. "LOCAL PLAN" means the individual plans that will be entered into at the Local level between FedEx and USPS in accordance with the Operating Specifications. "MAIL BAGS" means USPS bags with maximum dimensions of 30 inches by 15 inches by 15 inches. The closure of the Mail Bag must be such that no straps or strings are hanging loose. The Mail Bag must have a permanently affixed location on the side of the bag which allows the routing label to be affixed in such a manner that it can be scanned by the FedEx automated sorting equipment. "MAIL TRAYS" means closed and secured containers with dimensions no greater than 21 inches by 19 inches by 19 inches used to carry mail. "MARKET LANE" has the meaning set forth in Section 3.2.0 of the Operating Specifications. "MARKET SERVICE COMMITMENT TIME" means the time specified by which FedEx commits to tender volume to USPS as more fully described in Section 8.5 hereof. "MEDIATOR'S LIST" means the list of potential mediators as jointly agreed by the parties and attached as Exhibit D hereto. "MINIMUM GUARANTEED VOLUMES" means the minimum volumes that USPS is obligated to provide to FedEx as more fully set forth in Section 11.1 hereof. 5 {PAGE} "NATIONAL DISRUPTION" means the declaration of a national disruption by FedEx in accordance with its standard procedures for its national customer base []. "NETWORK EXPANSION REIMBURSEMENT" means an amount equal to [] to be paid by USPS to FedEx pursuant to the provisions of Section 6.3 of this Agreement and any additional amounts that become payable by USPS to FedEx pursuant to the provisions of Section 11.4 of this Agreement. "NIGHT-TURN OPERATING PLAN" means the Operating Plan attached to the Operating Specifications as Attachment II that relates to the Night-turn Operations. "NIGHT-TURN OPERATIONS" means the FedEx operation that operates Monday night through Friday night and Sunday and processes primarily FedEx Overnight packages. "OPERATING PLAN" means either the Day-turn Operating Plan or the Night-turn Operating Plan, individually or collectively. "OPERATING SPECIFICATIONS" means the description of the services to be provided by FedEx under this Agreement and the responsibilities and obligations of each of the parties in connection therewith as set forth in Exhibit A to this Agreement. "ORDER" means any award, decision, injunction, judgment, order, ruling, subpoena, or verdict entered, issued, made or rendered by any court, administrative agency, or other Governmental Body or by any arbitrator. "OUTBOUND MARKET VOLUME" means all outbound Handling Units originating from the geographic area served by an AMC. "OUTSIDES" means individual packages with dimensions no greater than 108 inches in combined length and girth and with no single dimension greater than 84 inches. "PACKAGE" means any box or envelope that is accepted by USPS for delivery to the consignee. "PARTIAL ULD" means a ULD that is used to convey loose Handling Units from the AMC to the FedEx ramp. This ULD will be unloaded at the origin ramp. "PERSON" means any individual, corporation (including any non-profit corporation), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, labor union, or other entity or Governmental Body. "POSSESSION SCAN" means a scan performed by FedEx that indicates FedEx has accepted volume from USPS. "PRELIMINARY NETWORK FLOW" has the meaning set forth in Section 3.6.0 of the Operating Specifications. "PROCEEDING" means any action, arbitration, audit, hearing, investigation, litigation or suit (whether civil, criminal, administrative, investigative, or informal) commenced, brought, 6 {PAGE} conducted or heard by or before, or otherwise involving, any Governmental Body or arbitrator. "PROCESS CODE" means the code set forth in each Operating Plan that describes the method of and time periods for the pickup and delivery from and to each AMC and ADC. "READY FOR CARRIAGE" means adequately packaged, labeled and secured Shipments in the condition required by the Operating Specification. "REGIONAL DISRUPTION" means a major event that adversely affects transportation networks on a regional basis as evidenced by the declaration of a state of emergency by a state or Federal Governmental Body. "SCANNING SPECIFICATIONS" means the specifications that are attached to the Operating Specifications as Attachment VI and which relate to the requirements for the D&R Tag and the scanning devices to be used by FedEx personnel in the performance of the FedEx Services. "SCHEDULED AIRCRAFT ARRIVAL" means the planned block