EX-10.34 4 d207174dex1034.htm EX-10.34

Exhibit 10.34

FedEx Contract # 12-0527-015

Supplemental Agreement No. 7

to

Purchase Agreement No. 3712

between

The Boeing Company

And

Federal Express Corporation

Relating to Boeing Model 767-3S2F Aircraft

THIS SUPPLEMENTAL AGREEMENT, entered into as of April 18, 2016 by and between THE BOEING COMPANY (Boeing) and FEDERAL EXPRESS CORPORATION (Customer);

W I T N E S S E T H:

A. WHEREAS, the parties entered into Purchase Agreement No. 3712, dated December 14, 2011 (Purchase Agreement), relating to the purchase and sale of certain Boeing Model 767-3S2F Aircraft (the Aircraft); and

B. WHEREAS, Boeing desires to revise the Manufacturer Serial Numbers (MSNs) associated with certain delivery positions as shown in the table below.

Delivery Position |  | Table Reference |  | Delivery Position Contract Block |  | Original MSN |  | Revised MSN
[*] |  | Table 1-A1 |  | C |  | 61205 |  | 42721
[*] |  | Table 1-A |  | Original Firm 1 |  | 42721 |  | 43550
[*] |  | Table 1-A1 |  | C |  | 43549 |  | 42722
[*] |  | Table 1-A1 |  | C |  | 43550 |  | 61206
[*] |  | Table 1-A |  | Original Firm 1 |  | 42722 |  | 42723
[*] |  | Table 1-A1 |  | C |  | 61206 |  | 43538
[*] |  | Table 1-A |  | Original Firm 1 |  | 42723 |  | 43541
[*] |  | Table 1-B |  | C 2 |  | 43538 |  | 61205
[*] |  | Table 1-B |  | C 2 |  | 43541 |  | 43549

1 | Original firm Aircraft at execution of the Purchase Agreement (Original Firm Aircraft)

2 | Exercised Option Aircraft

* | Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.

BOEING PROPRIETARY

S7-1

Supplemental Agreement No.7 to

Purchase Agreement No. 3712

C. WHEREAS, Boeing and Customer desire to revise certain Tables in the Purchase Agreement to reflect the revised MSNs, where such Tables reference MSNs.

D. WHEREAS, Boeing and Customer desire to [*] as identified in the Table above.

E. WHEREAS, Boeing and Customer desire to acknowledge the expiration of the special provision described in Letter Agreement 6-1162-SCR-146R1, Special Provision – Block B and Block G Aircraft, in respect to (i) one (1) Block B Aircraft scheduled to deliver during [*] and (ii) one Block B Aircraft scheduled to deliver during [*], both as shown on Table 1-B.

NOW THEREFORE, in consideration of the mutual covenants herein contained, the parties hereto agree to supplement the Purchase Agreement as follows:

All terms used herein and in the Purchase Agreement, and not defined herein, shall have the same meaning as in the Purchase Agreement.

1. Remove and replace, in its entirety, the Table of Contents with the revised Table of Contents attached hereto to reflect the changes made by this Supplemental Agreement No. 7.

2. Revise and replace in its entirety, Table 1-A1 with a revised Table 1-A1, attached hereto, to revise the MSNs associated with certain delivery positions as identified in Recital paragraph B above.

3. Revise and replace in its entirety, Table 1-B with a revised Table 1-B, attached hereto, to (i) update the MSNs associated with certain delivery positions as identified in Recital paragraph B above, and (ii) to revise the note pertaining to the expiration of the special provision described in Letter Agreement 6-1162-SCR-146R1, Special Provision – Block B and Block G Aircraft, in respect to the Block B Aircraft scheduled to deliver in [*] and [*].

4. [*]

* | Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.

BOEING PROPRIETARY

S7-2

Supplemental Agreement No.7 to

Purchase Agreement No. 3712

5. This Supplemental Agreement No. 7 to the Purchase Agreement shall not be effective until executed and delivered by the parties.

BOEING PROPRIETARY

S7-3

Supplemental Agreement No.7 to

Purchase Agreement No. 3712

EXECUTED as of the day and year first above written.

THE BOEING COMPANY
By: |  | /s/ Kirsten Jensen
Its: |  | Attorney-In-Fact
FEDERAL EXPRESS CORPORATION
By: |  | /s/ Phillip C. Blum
Its: |  | Vice President Aircraft Acquisitions

BOEING PROPRIETARY

S7-4

TABLE OF CONTENTS

ARTICLES |  | SA Number |
1 |  | Quantity, Model and Description |  |  |  |
2 |  | Delivery Schedule |  |  |  |
3 |  | Price |  |  |  |
4 |  | Payment |  |  |  |
5 |  | Additional Terms |  |  |  |
TABLES |  |  |
1-A |  | Firm Aircraft Information Table |  |  | 1 |
1-A1 |  | Block C Aircraft Information Table |  |  | 7 |
1-A2 |  | Block E, Block F and Block G Aircraft Information Table |  |  | 6 |
1-B |  | Exercised Option Aircraft Information Table |  |  | 7 |
1-B1 |  | Exercised Block D Option Aircraft Information Table |  |  | 2 |
1-C |  | Exercised Purchase Right Aircraft Information Table |  |  | 2 |
EXHIBIT |  |  |
A |  | Aircraft Configuration |  |  | 4 |
B |  | Aircraft Delivery Requirements and Responsibilities |  |  |  |
SUPPLEMENTAL EXHIBITS |  |  |
AE1 |  | Escalation Adjustment/Airframe and Optional Features |  |  |  |
BFE1 |  | BFE Variables |  |  | 2 |
CS1 |  | Customer Support Variables |  |  |  |
EE1 |  | Engine Escalation, Engine Warranty and Patent Indemnity |  |  |  |
SLP1 |  | Service Life Policy Components |  |  |  |

FED-PA-03712 |  |  |  | SA-7
|  | BOEING PROPRIETARY |  |

LETTER AGREEMENTS |  | SA Number |
LA-1106151R2 |  | LA-Special Matters Concerning [*] – Option Aircraft and Certain Purchase Right Aircraft |  |  | 6 |
LA-1106152 |  | LA-Special Matters Concerning [*]– Firm Aircraft |  |  |  |
LA-1106153 |  | LA-Liquidated Damages Non-Excusable Delay |  |  |  |
LA-1106154R2 |  | LA-Firm Aircraft and Option Aircraft Delivery Matters |  |  | 6 |
LA-1106155 |  | LA-Open Configuration Matters |  |  |  |
LA-1106156R2 |  | LA-Option Aircraft |  |  | 6 |
LA-1106157 |  | AGTA Amended Articles |  |  |  |
LA-1106158R2 |  | LA-Right to Purchase Additional Aircraft |  |  | 6 |
LA-1106159R1 |  | LA-Special Matters Concerning [*] |  |  | 1 |
LA-1106160 |  | LA-Spare Parts Initial Provisioning |  |  |  |
LA-1106163 |  | LA-Demonstration Flight Waiver |  |  |  |
LA-1106177R1 |  | LA-[*] |  |  | 6 |
LA-1106207R1 |  | LA-Special Matters Firm Aircraft |  |  | 1 |
LA-1106208R1 |  | LA-Special Matters Option Aircraft |  |  | 1 |
LA-1106574R1 |  | LA-Agreement for Deviation from the [*] |  |  | 6 |
LA-1106584R4 |  | LA-Aircraft Performance Guarantees |  |  | 6 |
LA-1106586 |  | LA-Miscellaneous Matters |  |  |  |
LA-1106614R1 |  | LA-Special Matters for Purchase Right Aircraft |  |  | 6 |
LA-1106824 |  | LA-Customer Support Matters |  |  |  |
LA-1208292R2 |  | LA-Special Matters Concerning Escalation – Block B, Block C, Block E, Block F and Block G Aircraft |  |  | 6 |
LA-1208296R1 |  | LA-Special Matters for Block D Option Aircraft |  |  | 6 |
LA-1208949 |  | LA-Special Matters Block C Aircraft in Table 1-A1 |  |  | 1 |
6-1162-SCR-146R1 |  | LA Special Provision - Block B and Block G Aircraft |  |  | 6 |
LA-1306854R1 |  | Performance Guarantees, Demonstrated Compliance |  |  | 6 |
6-1162-LKJ-0696R6 |  | LA-[*] |  |  | 6 |
6-1162-LKJ-0705 |  | LA-Special Matters for Block E, Block F and Block G Aircraft in Table 1-A2 |  |  |  |
6-1162-LKJ-0707 |  | LA- Agreement Regarding [*] |  |  | 6 |
6-1162-LKJ-0709 |  | [*]Special Matters |  |  | 6 |

* | Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.

FED-PA-03712 |  |  |  | SA-7
|  | BOEING PROPRIETARY |  |

SUPPLEMENTAL AGREEMENTS |  | DATED AS OF:
Supplemental Agreement No. 1 |  | June 29, 2012
Supplemental Agreement No. 2 |  | October 8, 2012
Supplemental Agreement No. 3 |  | December 11, 2012
Supplemental Agreement No. 4 |  | December 10, 2013
Supplemental Agreement No. 5 |  | September 29, 2014
Supplemental Agreement No. 6 |  | July 21, 2015
Supplemental Agreement No. 7 |  | April , 2016

FED-PA-03712 |  |  |  | SA-7
|  | BOEING PROPRIETARY |  |

Table 1-A1 to PA 3712

Aircraft Delivery, Description, Price and Advance Payments

Block C Aircraft

Airframe Model/MTOW: |  | 767-300F |  |  | 408000 pounds |  |  | Detail Specification: D019T002-K dated April 30, 2011
Engine Model/Thrust: |  | CF6-80C2B6F |  |  | 60200 pounds |  |  | Airframe Price Base Year/Escalation Formula: |  | [*] |  | ECI-MFG/CPI
Airframe Price: |  |  |  |  | [*] |  |  | Engine Price Base Year/Escalation Formula: |  | [*] |  | GE CF6-80 & GE90 (99 rev.)
Optional Features: |  |  |  |  | [*] |  |  |  |  |  |  |
Sub-Total of Airframe and Features: |  |  | [*] |  |  | Airframe Escalation Data: |  |  |  |
Engine Price (Per Aircraft): |  |  | [*] |  |  | Base Year Index (ECI): |  | [*] |  |
Aircraft Basic Price (Excluding BFE/SPE): |  |  | [*] |  |  | Base Year Index (CPI): |  | [*] |  |
Buyer Furnished Equipment (BFE) Estimate: |  |  | [*] |  |  | Engine Escalation Data: |  |  |  |
Seller Purchased Equipment (SPE) Estimate: |  |  | [*] |  |  | Base Year Index (CPI): |  | [*] |  |
Deposit per Aircraft: |  |  |  |  | [*] |  |  |  |  |  |  |

|  |  |  | Escalation |  | Escalation |  |  |  | Escalation Estimate |  | Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):
Delivery |  | Number of |  | Factor |  | Factor |  |  |  | Adv Payment Base |  | At Signing |  | 24 Mos. |  | 21/18/12/9/6 Mos. |  | Total
Date |  | Aircraft |  | (Airframe) |  | (Engine) |  | MSN |  | Price Per A/P |  | 1% |  | 4% |  | 5% |  | 30%
[*] |  | 1 |  | [*] |  | [*] |  | 43544 |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
[*] |  | 1 |  | [*] |  | [*] |  | 44377 |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
[*] |  | 1 |  | [*] |  | [*] |  | 44378 |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
[*] |  | 1 |  | [*] |  | [*] |  | 43542 |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
[*] |  | 1 |  | [*] |  | [*] |  | 43543 |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
[*] |  | 1 |  | [*] |  | [*] |  | 44379 |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
[*] |  | 1 |  | [*] |  | [*] |  | 44380 |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
[*] |  | 1 |  | [*] |  | [*] |  | 43545 |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
[*] |  | 1 |  | [*] |  | [*] |  | 43546 |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
[*] |  | 1 |  | [*] |  | [*] |  | 43547 |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
[*] |  | 1 |  | [*] |  | [*] |  | 43548 |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
[*] |  | 1 |  | [*] |  | [*] |  | 42721 |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
[*] |  | 1 |  | [*] |  | [*] |  | 42722 |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
[*] |  | 1 |  | [*] |  | [*] |  | 61206 |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
[*] |  | 1 |  | [*] |  | [*] |  | 43538 |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
[*] |  | 1 |  | [*] |  | [*] |  |  |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
[*] |  | 1 |  | [*] |  | [*] |  |  |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
[*] |  | 1 |  | [*] |  | [*] |  |  |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
[*] |  | 1 |  | [*] |  | [*] |  |  |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
Total: |  | 19 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |

* | Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.

FED-PA-03712 62134-1F.TXT |  | Boeing Proprietary |  |

Table 1-B To

Purchase Agreement No. 3712

Aircraft Delivery, Description, Price and Advance Payments

Exercised Option Aircraft

Airframe Model/MTOW: |  | 767-300F |  |  | 40,8000 pounds |  |  | Detail Specification: D019T002FED63F-1, Rev D dated March 26, 2015
Engine Model/Thrust: |  | CF6-80C2B6F |  |  | 60,200 pounds |  |  | Airframe Price Base Year/Escalation Formula: |  | [*] |  | ECI-MFG/CPI
Airframe Price: |  |  |  |  | [*] |  |  | Engine Price Base Year/Escalation Formula: |  | [*] |  | GE CF6-80 & GE90 (99 rev.)
Optional Features: |  |  |  |  | [*] |  |  |  |  |  |  |
Sub-Total of Airframe and Features: |  |  | [*] |  |  | Airframe Escalation Data: |  |  |  |
Engine Price (Per Aircraft): |  |  | [*] |  |  | Base Year Index (ECI): |  | [*] |  |
Aircraft Basic Price (Excluding BFE/SPE): |  |  | [*] |  |  | Base Year Index (CPI): |  | [*] |  |
Buyer Furnished Equipment (BFE) Estimate: |  |  | [*] |  |  | Engine Escalation Data: |  |  |  |
Seller Purchased Equipment (SPE) Estimate: |  |  | [*] |  |  | Base Year Index (CPI): |  | [*] |  |
Deposit per Aircraft: |  |  |  |  | [*] |  |  |  |  |  |  |

|  |  |  | Escalation |  | Escalation |  |  |  |  |  | Escalation Estimate |  | Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery): |  |
Delivery |  | Number of |  | Factor |  | Factor |  |  |  |  |  | Adv Payment Base |  | At Signing |  | 24 Mos. |  | 21/18/12/9/6 Mos. |  | Total
Date |  | Aircraft |  | (Airframe) |  | (Engine) |  | Block |  | MSN |  | Price Per A/P |  | 1% |  | 4% |  | 5% |  | 30%
[*] |  | 1 |  | [*] |  | [*] |  | Block C |  | 61205 |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
[*] |  | 1 |  | [*] |  | [*] |  | Block C |  | 43549 |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
[*] |  | 1 |  | [*] |  | [*] |  | Block C |  | 43551 |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
[*] |  | 1 |  | [*] |  | [*] |  | Block B 1 |  | 43630 |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
[*] |  | 1 |  | [*] |  | [*] |  | Block C |  | 43552 |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
[*] |  | 1 |  | [*] |  | [*] |  | Block B 1 |  | 43631 |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
[*] |  | 1 |  | [*] |  | [*] |  | Block B 1 |  | 43632 |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
[*] |  | 1 |  | [*] |  | [*] |  | Block C |  | 43553 |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
[*] |  | 1 |  | [*] |  | [*] |  | Block C |  | 43554 |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
[*] |  | 1 |  | [*] |  | [*] |  | Block B |  | 43633 |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
|  | 10 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |

1 | The Determination Date has passed and the special provision pursuant to Letter Agreement 6-1162-SCR-146R1, Special Provision - Block B and Block G Aircraft, has expired.

* | Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.

FED-PA-03712 57361-1F.TXT |  | Boeing Proprietary |  | Page 1