EX-10.12 13 d502011dex1012.htm EX-10.12

Exhibit 10.12

FedEx Contract #12-0527-021

Supplemental Agreement No. 9

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 February 16, 2017 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, Customer desires to reschedule the delivery month of two (2) Aircraft as set forth in the table below:

Current Delivery Month & Year |  | Revised Delivery Month & Year |  | Block |  | Table Reference |  | MSN
[*] |  | [*] |  | Original Firm |  | Table 1-A |  | 42726
[*] |  | [*] |  | Original Firm |  | Table 1-A |  | 42727

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. 9.

* | 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

S9-1

Supplemental Agreement No. 9 to

Purchase Agreement No. 3712

2. Boeing and Customer acknowledge and agree that upon execution of this Supplemental Agreement No. 9 the two (2) Aircraft described in Recital Paragraph B above are hereby rescheduled as described herein.

3. Revise and replace in its entirety, Table 1-A with a revised Table 1-A, attached hereto, to reschedule the delivery month of two (2) Aircraft as identified in Recital Paragraph B above.

4. Revise and replace in its entirety Attachment 4 to Letter Agreement FED-PA-03712-LA-1106156R2, Option Aircraft, attached hereto, to reflect the reschedule of the two (2) Aircraft described in Recital Paragraph B above.

5. Boeing acknowledges that as a result of the reschedule of the two (2) Aircraft described in Recital Paragraph B above Customer will have [*] applicable to each such Aircraft. Boeing will [*] of the applicable Aircraft.

6. This Supplemental Agreement No. 9 to the Purchase Agreement shall not be effective until executed and delivered by the parties on or prior to February 17, 2017.

* | 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

S9-2

Supplemental Agreement No. 9 to

Purchase Agreement No. 3712

EXECUTED as of the day and year first above written.

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

BOEING PROPRIETARY

S9-3

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 |  |  | 9 |
1-A1 |  | Block C Aircraft Information Table |  |  | 8 |
1-A2 |  | Block E, Block F and Block G Aircraft Information Table |  |  | 6 |
1-B |  | Exercised Option Aircraft Information Table |  |  | 8 |
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-9
|  | 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 |
|  | Attachment 1 to LA-1106156R2 |  |  | 8 |
|  | Attachment 2 to LA-1106156R2 |  |  | 6 |
|  | Attachment 3 to LA-1106156R2 |  |  | 8 |
|  | Attachment 4 to LA-1106156R2 |  |  | 9 |
LA-1106157 |  | AGTA Amended Articles |  |  |  |
LA-1106158R3 |  | LA-Right to Purchase Additional Aircraft |  |  | 8 |
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-1106614R2 |  | LA-Special Matters for Purchase Right Aircraft |  |  | 8 |
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 |
6-1162-LKJ-0728 |  | Special Matters – SA-8 Early Exercise Aircraft |  |  | 8 |

* | 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-9
|  | 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 18, 2016
Supplemental Agreement No. 8 |  | June 10, 2016
Supplemental Agreement No. 9 |  | February 16, 2017

FED-PA-03712 |  |  |  | SA-9
|  | BOEING PROPRIETARY |  |

Table 1-A To

Purchase Agreement No. 3712

Aircraft Delivery, Description, Price and Advance Payments

Firm Aircraft

Airframe Model/MTOW: |  | 767-300F |  |  | 408000 pounds |
Engine Model/Thrust: |  | CF6-80C2B6F |  |  | 60200 pounds |
Airframe Price: |  |  | [*] |
Optional Features: |  |  | [*] |
Sub-Total of Airframe and Features: |  |  | [*] |
Engine Price (Per Aircraft): |  |  | [*] |
Aircraft Basic Price (Excluding BFE/SPE): |  |  | [*] |
Buyer Furnished Equipment (BFE) Estimate: |  |  | [*] |
Seller Purchased Equipment (SPE) Estimate: |  |  | [*] |
Deposit per Aircraft: |  |  | [*] |

Detail Specification: D019T002 Rev. K Dated April 30, 2011
Airframe Price Base Year/Escalation Formula: |  |  | [*] |  |  | ECI-MFG/CPI
Engine Price Base Year/Escalation Formula: |  |  | [*] |  |  | GE CF6-80 & GE90 (99 rev.)
Airframe Escalation Data: |  |  |  |  |  |
Base Year Index (ECI): |  |  | [*] |  |  |
Base Year Index (CPI): |  |  | [*] |  |  |
Engine Escalation Data: |  |  |  |  |  |
Base Year Index (CPI): |  |  | [*] |  |  |

|  |  |  | Escalation |  | Escalation |  |  |  | Escalation Estimate |  |  | Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery): |
Delivery Date |  | Number of Aircraft |  | Factor (Airframe) |  | Factor (Engine) |  |  |  | Adv Payment Base Price Per A/P |  |  | At Signing 1% |  |  | 24 Mos. 4% |  |  | 21/18/12/9/6 Mos. 5% |  |  | Total 30% |
[*] |  | 1 |  | [*] |  | [*] |  | See Note 1 |  |  | [* | ] |  |  | [* | ] |  |  | [* | ] |  |  | [* | ] |  |  | [* | ]
[*] |  | 1 |  | [*] |  | [*] |  |  |  |  | [* | ] |  |  | [* | ] |  |  | [* | ] |  |  | [* | ] |  |  | [* | ]
[*] |  | 1 |  | [*] |  | [*] |  |  |  |  | [* | ] |  |  | [* | ] |  |  | [* | ] |  |  | [* | ] |  |  | [* | ]
[*] |  | 1 |  | [*] |  | [*] |  |  |  |  | [* | ] |  |  | [* | ] |  |  | [* | ] |  |  | [* | ] |  |  | [* | ]
[*] |  | 1 |  | [*] |  | [*] |  |  |  |  | [* | ] |  |  | [* | ] |  |  | [* | ] |  |  | [* | ] |  |  | [* | ]
[*] |  | 1 |  | [*] |  | [*] |  |  |  |  | [* | ] |  |  | [* | ] |  |  | [* | ] |  |  | [* | ] |  |  | [* | ]
[*] |  | 1 |  | [*] |  | [*] |  |  |  |  | [* | ] |  |  | [* | ] |  |  | [* | ] |  |  | [* | ] |  |  | [* | ]
[*] |  | 1 |  | [*] |  | [*] |  |  |  |  | [* | ] |  |  | [* | ] |  |  | [* | ] |  |  | [* | ] |  |  | [* | ]
[*] |  | 1 |  | [*] |  | [*] |  |  |  |  | [* | ] |  |  | [* | ] |  |  | [* | ] |  |  | [* | ] |  |  | [* | ]
[*] |  | 1 |  | [*] |  | [*] |  |  |  |  | [* | ] |  |  | [* | ] |  |  | [* | ] |  |  | [* | ] |  |  | [* | ]
[*] |  | 1 |  | [*] |  | [*] |  |  |  |  | [* | ] |  |  | [* | ] |  |  | [* | ] |  |  | [* | ] |  |  | [* | ]
[*] |  | 1 |  | [*] |  | [*] |  |  |  |  | [* | ] |  |  | [* | ] |  |  | [* | ] |  |  | [* | ] |  |  | [* | ]
[*] |  | 1 |  | [*] |  | [*] |  |  |  |  | [* | ] |  |  | [* | ] |  |  | [* | ] |  |  | [* | ] |  |  | [* | ]
[*] |  | 1 |  | [*] |  | [*] |  |  |  |  | [* | ] |  |  | [* | ] |  |  | [* | ] |  |  | [* | ] |  |  | [* | ]
[*] |  | 1 |  | [*] |  | [*] |  |  |  |  | [* | ] |  |  | [* | ] |  |  | [* | ] |  |  | [* | ] |  |  | [* | ]
[*] |  | 1 |  | [*] |  | [*] |  |  |  |  | [* | ] |  |  | [* | ] |  |  | [* | ] |  |  | [* | ] |  |  | [* | ]

* | 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.

|  |  |  | Supplemental Agreement No. 9
FED-PA-03712 57361, 87793, 101161 |  | Boeing Proprietary |  | Page 1

Table 1-A To

Purchase Agreement No. 3712

Aircraft Delivery, Description, Price and Advance Payments

Firm Aircraft

|  |  |  | Escalation |  | Escalation |  |  |  | Escalation Estimate |  |  | Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery): |
Delivery Date |  | Number of Aircraft |  | Factor (Airframe) |  | Factor (Engine) |  |  |  | Adv Payment Base Price Per A/P |  |  | At Signing 1% |  |  | 24 Mos. 4% |  |  | 21/18/12/9/6 Mos. 5% |  |  | Total 30% |
[*] |  | 1 |  | [*] |  | [*] |  |  |  |  | [* | ] |  |  | [* | ] |  |  | [* | ] |  |  | [* | ] |  |  | [* | ]
[*] |  | 1 |  | [*] |  | [*] |  |  |  |  | [* | ] |  |  | [* | ] |  |  | [* | ] |  |  | [* | ] |  |  | [* | ]
[*] |  | 1 |  | [*] |  | [*] |  |  |  |  | [* | ] |  |  | [* | ] |  |  | [* | ] |  |  | [* | ] |  |  | [* | ]
[*] |  | 1 |  | [*] |  | [*] |  |  |  |  | [* | ] |  |  | [* | ] |  |  | [* | ] |  |  | [* | ] |  |  | [* | ]
[*] |  | 1 |  | [*] |  | [*] |  |  |  |  | [* | ] |  |  | [* | ] |  |  | [* | ] |  |  | [* | ] |  |  | [* | ]
[*] |  | 1 |  | [*] |  | [*] |  |  |  |  | [* | ] |  |  | [* | ] |  |  | [* | ] |  |  | [* | ] |  |  | [* | ]
[*] |  | 1 |  | [*] |  | [*] |  |  |  |  | [* | ] |  |  | [* | ] |  |  | [* | ] |  |  | [* | ] |  |  | [* | ]
[*] |  | 1 |  | [*] |  | [*] |  |  |  |  | [* | ] |  |  | [* | ] |  |  | [* | ] |  |  | [* | ] |  |  | [* | ]
[*] |  | 1 |  | [*] |  | [*] |  |  |  |  | [* | ] |  |  | [* | ] |  |  | [* | ] |  |  | [* | ] |  |  | [* | ]
[*] |  | 1 |  | [*] |  | [*] |  |  |  |  | [* | ] |  |  | [* | ] |  |  | [* | ] |  |  | [* | ] |  |  | [* | ]
[*] |  | 1 |  | [*] |  | [*] |  |  |  |  | [* | ] |  |  | [* | ] |  |  | [* | ] |  |  | [* | ] |  |  | [* | ]
Total: |  | 27 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |

Note: |  | 1. Notwithstanding the delivery date of [*] shown in this Table, the Aircraft is rescheduled to deliver in [*] upon execution of SA 1 to PA 3712. The parties acknowledge the [*] will be based on a [*].
|  | The parties acknowledge the [*] will be based on an [*].

* | 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.

|  |  |  | Supplemental Agreement No. 9
FED-PA-03712 57361, 87793, 101161 |  | Boeing Proprietary |  | Page 2

Attachment 4 to

Letter Agreement No. FED-PA-03712-LA-1106156R2

Firm Aircraft and Option Aircraft Delivery Schedule

[*]

Notes:

(i) | FY: FED Customer Fiscal Year June 1 - May 31

(ii) | Customer has the right to purchase forty-four (44) Purchase Right Aircraft for delivery through [*]

* | 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-LA-1106156R2 |  | SA-9
Option Aircraft, Attachment 4, Revised February 2017 |  | Page 1

BOEING PROPRIETARY