EX-10.12 13 d657205dex1012.htm EX-10.12

Exhibit 10.12

Supplemental Agreement No. 31

to

Purchase Agreement No. 3157

between

The Boeing Company

And

Federal Express Corporation

Relating to Boeing Model 777-FREIGHTER Aircraft

THIS SUPPLEMENTAL AGREEMENT No. 31 (SA-31), entered into as of the 14th day of September_2018, 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 that certain Purchase Agreement No. 3157, dated November 7, 2006 (Purchase Agreement), relating to the purchase and sale of certain Boeing Model 777-FREIGHTER Aircraft (Aircraft);

B. WHEREAS, Customer desires to reschedule the delivery month of one (1) Block B Aircraft, as shown in the table below (SA-31 Accelerated Block B Aircraft):

Aircraft Block |  | MSN |  | Table |  | Existing Delivery Month of Aircraft |  | Revised Delivery Month of Aircraft
B |  | 40682 |  | 1-A |  | [*] |  | [*]

C. WHEREAS, Boeing has agreed to provide additional commercial and business considerations for the SA-31 Accelerated Block B Aircraft.

D. WHEREAS, Customer desires to reschedule the delivery month of one (1) Block D Aircraft, as shown in the table below (SA-31 Accelerated Block D Aircraft):

Aircraft Block |  | MSN |  | Table |  | Existing Delivery Month of Aircraft |  | Revised Delivery Month of Aircraft
D |  | 41737 |  | 1-D |  | [*] |  | [*]

P.A. No. 3157 |  | 1 |  | SA–31
|  | BOEING PROPRIETARY |  |
*  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.

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. 31.

2. | Boeing and Customer agree that upon execution of this Supplemental Agreement No. 31 the SA-31 Accelerated Block B Aircraft is hereby rescheduled as described in Recital Paragraph B above.

3. | Boeing and Customer agree that upon execution of this Supplemental Agreement No. 31 the SA-31 Accelerated Block D Aircraft is hereby rescheduled as described in Recital Paragraph D above.

4. | Remove and replace, in its entirety, “Table 1-A”, with the revised Table 1-A, attached hereto, revised to change the delivery month of the [*] aircraft to [*]. Furthermore, Boeing and Customer agree that there will not be any change to the current [*], [*], and [*] used for the revised aircraft delivery described in Recital Paragraph B and will remain the same as of SA-30.

5. | Remove and replace, in its entirety, “Table 1-D”, with the revised Table 1-D, attached hereto, revised to change the delivery month of the [*] aircraft to [*]. Furthermore, Boeing and Customer agree that there will not be any change to the current [*], [*], and [*] used for the revised aircraft delivery described in Recital Paragraph D and will remain the same as of SA-30.

6. | This Supplemental Agreement No. 31 to the Purchase Agreement shall not be effective unless executed and delivered by the parties on or prior to September 14, 2018.

P.A. No. 3157 |  | 2 |  | SA–31
|  | BOEING PROPRIETARY |  |
*  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.

EXECUTED as of the day and year first above written.

THE BOEING COMPANY |  |  |  | FEDERAL EXPRESS CORPORATION
By: |  | /s/ Dennis A. Toy |  |  |  | By: |  | /s/ Kevin A. Burkhart
Its: |  | Attorney-In-Fact |  |  |  | Its: |  | Vice President

P.A. No. 3157 |  | 3 |  | SA–31
|  | BOEING PROPRIETARY |  |

TABLE OF CONTENTS

ARTICLES |  |  |  | SA NUMBER |
1. |  | Quantity, Model and Description |  |  |  |
2. |  | Delivery Schedule |  |  |  |
3. |  | Price |  |  |  |
4. |  | Payment |  |  |  |
5. |  | Miscellaneous |  |  |  |
TABLE |  |  |
1. |  | Aircraft Information Table |  |  | 30 |
1-A |  | Block B Firm Aircraft Information Table |  |  | 31 |
1-B |  | Block B Conditional Firm Aircraft Information Table |  |  | 30 |
1-C |  | Block C Aircraft Information Table |  |  | 13 |
1-C1 |  | Block C Aircraft Information Table (MSN 39285) |  |  | 11 |
1-C2 |  | Block C Aircraft Information Table |  |  | 29 |
1-D |  | Block D Aircraft Information Table |  |  | 31 |
1-E1 |  | Block E Firm Aircraft Information Table (Block E1) |  |  | 30 |
1-E2 |  | Block E Conditional Firm Aircraft Information Table (Block E2) |  |  | 30 |
EXHIBIT |  |  |
A. |  | Aircraft Configuration |  |  | 4 |
A1. |  | Aircraft Configuration (Block B Aircraft) |  |  | 4 |
A2. |  | Aircraft Configuration (Block C Aircraft except MSN 39285) |  |  | 11 |
A3. |  | Aircraft Configuration (Block C Aircraft w/ MSN 39285) |  |  | 11 |
A4. |  | Aircraft Configuration (Block D Aircraft) |  |  | 12 |
A5. |  | Aircraft Configuration (Block E Aircraft) |  |  | 30 |
B. |  | Aircraft Delivery Requirements and Responsibilities |  |  |  |
SUPPLEMENTAL EXHIBITS |  |  |
AE1. |  | Escalation Adjustment/Airframe and Optional Features |  |  |  |
CS1. |  | Customer Support Variables |  |  |  |
EE1. |  | Engine Escalation/Engine Warranty and Patent Indemnity |  |  |  |
SLP1. |  | Service Life Policy Components |  |  |  |

P.A. No. 3157 |  | 4 |  | SA–31
|  | BOEING PROPRIETARY |  |

LETTER AGREEMENT |  |  |  | SA NUMBER
3157-01 |  | 777 Spare Parts Initial Provisioning |  |
3157-02 |  | Demonstration Flight Waiver |  |
6-1162-RCN-1785 |  | Demonstrated Compliance |  |
6-1162-RCN-1789 |  | Option Aircraft Attachment to Letter 6-1162-RCN-1789 |  | Exercised in SA # 4
6-1162-RCN-1790 |  | Special Matters |  |
6-1162-RCN-1791 |  | Performance Guarantees |  | 4
6-1162-RCN-1792 |  | Liquidated Damages Non-Excusable Delay |  |
6-1162-RCN-1793 |  | Open Configuration Matters |  |
6-1162-RCN-1795 |  | AGTA Amended Articles |  |
6-1162-RCN-1796 |  | 777 First-Look Inspection Program |  |
6-1162-RCN-1797 |  | Licensing and Customer Supplemental Type Certificates |  |
6-1162-RCN-1798 |  | 777 Boeing Converted Freighter |  | Deleted in SA # 4
6-1162-RCN-1798R1 |  | 777 Boeing Converted Freighter |  | 4
6-1162-RCN-1799R1 |  | [*] |  | 24
6-1162-RRO-1062 |  | Option Aircraft Attachment to Letter 6-1162-RRO-1062 |  | 4 30
6-1162-RRO-1065 |  | Performance Guarantees for Block B Aircraft |  | 4
6-1162-RRO-1066R1 |  | Special Matters for Block B Aircraft |  | 22
6-1162-RRO-1067 R1 |  | Special Matters for Option Aircraft detailed in Letter Agreement 6-1162-RRO-1062 |  | 30
6-1162-RRO-1068 R1 |  | Special Provision – Block B and Block E2 Aircraft |  | 30
FED-PA-LA-1000790R3 |  | Special Matters for Block C Aircraft |  | 20
FED-PA-LA-1001683R2 |  | Special Matters for Block D Aircraft |  | 19
6-1162-RRO-1144R7 |  | [*] as related to SAs #8, #13 through #16, SA # 18 through SA #20 |  | 20
6-1162-SCR-137 |  | 777F Miscellaneous Matters |  | 20
6-1162-SCR-154 |  | [*] Letter |  | 22
6-1162-SCR-155 |  | [*] Engine Hard Mount Letter |  | 22
6-1162-SCR-186 |  | [*], Non-Isolated Engine Mounts Letter |  | 23
6-1162-SCR-193 R1 |  | [*] Matters and [*] Special Matters |  | 30

P.A. No. 3157 |  | 5 |  | SA–31
|  | BOEING PROPRIETARY |  |
*  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.

LETTER AGREEMENT (Con’t) |  |  |  | SA NUMBER
6-1162-LKJ-0726 |  | [*] |  | 24
|  | SA-24 Accelerated Block B Aircraft |  |
6-1162-LKJ-0737R1 |  | Special Matters – SA-26 Accelerated Block C Aircraft |  | 29
6-1162-LKJ-0758 |  | Special Matters – SA-27 Accelerated Block B Aircraft |  | 27
6-1162-LKJ-0768 |  | Special Matters – SA-28 Accelerated Aircraft |  | 28
6-1162-LKJ-0766 |  | Special Matters – SA-29 Accelerated Aircraft |  | 29
6-1162-LKJ-0767 |  | Special Considerations – SA-29 |  | 29
FED-PA-3157-LA-1802894 |  | Special Matters for Block E Aircraft |  | 30
6-1169-LKJ-0776 |  | SA-30 Option Aircraft |  | 30
6-1169-LKJ-0777 |  | Special Matters – SA-30 Option Aircraft |  | 30
6-1169-LKJ-0778 |  | SA-30 [*] Matters |  | 30

P.A. No. 3157 |  | 6 |  | SA–31
|  | BOEING PROPRIETARY |  |
*  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 AGREEMENTS |  | DATED AS OF:
Supplemental Agreement No. 1 |  | May 12, 2008
Supplemental Agreement No. 2 |  | July 14, 2008
Supplemental Agreement No. 3 |  | December 15, 2008
Supplemental Agreement No. 4 |  | January 9, 2009
Supplemental Agreement No. 5 |  | January 11, 2010
Supplemental Agreement No. 6 |  | March 17, 2010
Supplemental Agreement No. 7 |  | March 17, 2010
Supplemental Agreement No. 8 |  | April 30, 2010
Supplemental Agreement No. 9 |  | June 18, 2010
Supplemental Agreement No. 10 |  | June 18, 2010
Supplemental Agreement No. 11 |  | August 19, 2010
Supplemental Agreement No. 12 |  | September 3, 2010
Supplemental Agreement No. 13 |  | August 27, 2010
Supplemental Agreement No. 14 |  | October 25, 2010
Supplemental Agreement No. 15 |  | October 29, 2010
Supplemental Agreement No. 16 |  | January 31, 2011
Supplemental Agreement No. 17 |  | February 14, 211
Supplemental Agreement No. 18 |  | March 31, 2011
Supplemental Agreement No. 19 |  | October 27, 2011
Supplemental Agreement No. 20 |  | December 14, 2011
Supplemental Agreement No. 21 |  | June 29, 2012
Supplemental Agreement No. 22 |  | December 11, 2012
Supplemental Agreement No. 23 |  | December 10, 2013
Supplemental Agreement No. 24 |  | May 4, 2016
Supplemental Agreement No. 25 |  | June 10, 2016

P.A. No. 3157 |  | 7 |  | SA–31
|  | BOEING PROPRIETARY |  |

SUPPLEMENTAL AGREEMENTS (Con’t) |  | DATED AS OF:
Supplemental Agreement No. 26 |  | February 10, 2017
Supplemental Agreement No. 27 |  | October 12, 2017
Supplemental Agreement No. 28 |  | January 28, 2018
Supplemental Agreement No. 29 |  | February 2, 2018
Supplemental Agreement No. 30 |  | June 18, 2018
Supplemental Agreement No. 31 |  | September , 2018

P.A. No. 3157 |  | 8 |  | SA–31
|  | BOEING PROPRIETARY |  |

Table 1-A to Purchase Agreement No. 3157

Aircraft Delivery, Description, Price and Advance Payments

Block B Firm

Airframe Model/MTOW: |  | 777-Freighter |  | 766000 pounds |  | Detail Specification: D019W007FED7F-1, Rev G dated July 25, 2012
Engine Model/Thrust: |  | GE90-110B1L |  | 110000 pounds |  | Airframe Price Base Year/Escalation Formula: |  | [*] |  | ECI-MFG/CPI
Airframe Price: |  |  |  | [*] |  | Engine Price Base Year/Escalation Formula: |  | N/A |  | N/A
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: |  |  |  | [*] |  |  |  |  |  |
Seller Purchased Equipment (SPE) Estimate: |  |  |  | [*] |  |  |  |  |  |
Non-Refundable Deposit/ Aircraft at Def Agreement: |  |  |  | [*] |  |  |  |  |  |

|  |  |  | Escalation |  |  |  |  |  | Escalation Estimate |  | Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):
Delivery |  | Number of |  | Factor |  | MSN |  |  |  | Adv Payment Base |  | At Signing |  | 24 Mos. |  | 21/18/15/12/9/6 Mos. |  | Total
Date |  | Aircraft |  | (Airframe) |  |  |  |  |  | Price Per A/P |  | 1% |  | 4% |  | 5% |  | 35%
[*] |  | 1 |  | [*] |  | 40674 |  |  |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
[*] |  | 1 |  | [*] |  | 40675 |  |  |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
[*] |  | 1 |  | [*] |  | 40684 |  | SA-24 Accelerated Block B Aircraft |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
[*] |  | 1 |  | [*] |  | 40683 |  | SA-28 Accelerated Block B Aircraft |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
[*] |  | 1 |  | [*] |  | 40685 |  | SA-27 Accelerated Block B Aircraft |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
[*] |  | 1 |  | [*] |  | 40671 |  | SA-29 Accelerated Block B Aircraft |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
[*] |  | 1 |  | [*] |  | 40672 |  | SA-29 Accelerated Block B Aircraft |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
[*] |  | 1 |  | [*] |  | 40682 |  | SA-29 and SA-31 Accelerated Block B Aircraft |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
[*] |  | 1 |  | [*] |  | 40673 |  |  |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
[*] |  | 1 |  | [*] |  | 40676 |  |  |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
[*] |  | 1 |  | [*] |  | 40679 |  |  |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
Total: |  | 11 |  |  |  | *   SA-24 Accelerated Block B Aircraft. [*] for the SA-24 Accelerated Block B Aircraft are subject to Letter Agreement 6-1162-LKJ-0726.
|  |  |  |  |  | **   SA-27 Accelerated Block B Aircraft. [*] for the SA-27 Accelerated Block B Aircraft are subject to Letter Agreement 6-1162-LKJ-0758.
|  |  |  |  |  | ***  SA-29 and SA-31 Accelerated Block B Aircraft. This Aircraft is an [*] delivery revised to [*]. [*] for this SA-29 and SA-31 Accelerated Block B Aircraft remain unchanged from SA 30 Letter Agreement 6-1169-LKJ-0778. For avoidance of doubt, the [*], [*], and [*] for this SA-29 and SA-31 Accelerated Block B Aircraft is based on the [*] delivery as described in SA-30.

NOTES: [*]

APR No. 50270, 62654, 79650, 106232, 108205 |  | Supplemental Agreement No. 31
|  | BOEING PROPRIETARY |  |
*  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.

Table 1-D To

Purchase Agreement No. PA-3157

Aircraft Delivery, Description, Price and Advance Payments

Airframe Model/MTOW: |  | 777-Freighter |  | 766000 pounds |  | Detail Specification: D019W007FED7F-1 Rev E dated August 29, 2011
Engine Model/Thrust: |  | GE90-110B1L |  | 110100 pounds |  | Airframe Price Base Year/Escalation Formula: |  | [*] |  | ECI-MFG/CPI
Airframe Price: |  |  |  | [*] |  | Engine Price Base Year/Escalation Formula: |  | N/A |  | N/A
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: |  |  |  | [*] |  |  |  |  |  |
Seller Purchased Equipment (SPE) Estimate: |  |  |  | [*] |  |  |  |  |  |
Deposit per Aircraft: |  |  |  | [*] |  |  |  |  |  |

|  |  |  |  |  |  |  |  |  |  |  |  |  | Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):
Delivery |  | Number of |  | Escalation Factor |  |  |  |  |  |  |  | Escalation Estimate Adv Payment Base |  | At Signing |  | 24 Mos. |  | 21/18/15/12/9/6 Mos. |  | Total
Date |  | Aircraft |  | (Airframe) |  | MSN |  |  |  | Deposit |  | Price Per A/P |  | 1% |  | 4% |  | 5% |  | 35%
Block D Aircraft |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
[*] |  | 1 |  | [*] |  | 41439 |  |  |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
[*] |  | 1 |  | [*] |  | 41440 |  |  |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
[*] |  | 1 |  | [*] |  | 41736 |  |  |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
[*] |  | 1 |  | [*] |  | 41737 |  | SA-31 Accelerated Block D Aircraft |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
|  | 4 |  |  |  |
1  [*]
2  In SA #19, one (1) [*] Aircraft was moved to [*]. [*]
3  SA-31 Accelerated Block D Aircraft. This Aircraft is an [*] delivery revised to [*]. [*] for this SA-31 Accelerated Block D Aircraft remain unchanged from SA 30. For avoidance of doubt, the [*], [*], and [*] for this SA-31 Accelerated Block D Aircraft is based on the [*] delivery as described in SA-30 and SA-20.

FED 54641, 55684, 56375, and 58384 |  | Supplemental Agreement No. 31
|  |  |  | Page 1
|  | Boeing Proprietary |  |
*  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.