EX-10.6 7 d630600dex106.htm EX-10.6

Exhibit 10.6

INFORMATION IN THIS EXHIBIT IDENTIFIED BY BRACKETS IS CONFIDENTIAL AND HAS BEEN EXCLUDED PURSUANT TO ITEM 601(B)(10)(IV) OF REGULATION S-K BECAUSE IT (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO FEDEX IF PUBLICLY DISCLOSED.

FedEx Contract #

Supplemental Agreement No. 13

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 September 4 , 2019 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 and Boeing desire to make an update to the Manufacturer Serial Number (MSN) listed in Table 1-B, associated with the Exercised Option Aircraft delivering in [*].

C. WHEREAS, Customer and Boeing desire to update Table 1-A1 to reflect that the Determination Date has passed for one (1) Block B Aircraft delivering in [*], pursuant to Letter Agreement 6-1162-SCR-146R2, and agree that the special provision, Special Provision - Block B and Block G Aircraft, has expired.

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. 13.

BOEING PROPRIETARY

SA13 - 1

* | Blank spaces contained confidential information that has been excluded pursuant to Item 601(b)(10)(iv) of Regulation S-K because it (i) is not material and (ii) would likely cause competitive harm to FedEx if publicly disclosed.

Supplemental Agreement No.13 to

Purchase Agreement No. 3712

2. Revise and replace in its entirety, Table 1-B with a revised Table 1-B, attached hereto, to update the MSN described in Recital Paragraph B above.

3. Revise and replace in its entirety, Table 1-A1 with a revised Table 1-A1, attached hereto, to add a note clarifying that the Determination Date has passed for one (1) Block B Aircraft described in Recital Paragraph C above.

BOEING PROPRIETARY

SA13 - 2

Supplemental Agreement No.13 to

Purchase Agreement No. 3712

EXECUTED as of the day and year first above written.

THE BOEING COMPANY

By: /s/ Laura A. Ford

Its: Attorney-In-Fact

FEDERAL EXPRESS CORPORATION

By: /s/ Kevin Burkhart

Its: Vice President Aircraft Acquisition

BOEING PROPRIETARY

SA13 - 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 |  |  | 10 |
|  |  |  | 1-A1 |  | Block B and Block C Aircraft Information Table |  |  | 13 |
|  |  |  | 1-A2 |  | Block E, Block F and Block G Aircraft Information Table |  |  | 11 |
|  |  |  | 1-B |  | Exercised Option Aircraft Information Table |  |  | 13 |
|  |  |  | 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-13
|  | 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-1106156R3 |  | LA-Option Aircraft |  | 12
|  | Attachment 1 to LA-1106156R3 |  | 12
|  | Attachment 2 to LA-1106156R3 |  | 6
|  | Attachment 3 to LA-1106156R3 |  | 12
|  | Attachment 4 to LA-1106156R3 |  | 12
LA-1106157 |  | AGTA Amended Articles |  |
LA-1106158R5 |  | LA-Right to Purchase Additional Aircraft |  | 12
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-1106208R2 |  | 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-1106614R4 |  | LA-Special Matters for Purchase Right Aircraft |  | 12
LA-1106824 |  | LA-Customer Support Matters |  |
LA-1208292R2 |  | LA-Special Matters Concerning [*] – 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-1208949R1 |  | LA-Special Matters for Aircraft in Table 1-A1 |  | 11
6-1162-SCR-146R2 |  | LA Special Provision—Block B and Block G Aircraft |  | 11
LA-1306854R1 |  | Performance Guarantees, Demonstrated Compliance |  | 6
6-1162-LKJ-0696R6 |  | LA-[*] |  |
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

FED-PA-03712 |  |  |  | SA-13
|  | BOEING PROPRIETARY |  |

* | Blank spaces contained confidential information that has been excluded pursuant to Item 601(b)(10)(iv) of Regulation S-K because it (i) is not material and (ii) would likely cause competitive harm to FedEx if publicly disclosed.

6-1162-LKJ-0728 |  | Special Matters – SA-8 Early Exercise Aircraft |  | 8
6-1162-LKJ-0744 |  | Special Considerations – SA-10 Accelerated Aircraft |  | 10
6-1169-LKJ-0773 |  | Special Matters – SA-11 |  | 11

FED-PA-03712 |  |  |  | SA-13
|  | 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
Supplemental Agreement No. 10 |  | May 10, 2017
Supplemental Agreement No. 11 |  | June 18, 2018
Supplemental Agreement No. 12 |  | June 24, 2019
Supplemental Agreement No. 13 |  | , 2019

Omitted Attachments

Certain attachments to this exhibit regarding delivery and pricing of certain B767F aircraft manufactured by The Boeing Company for FedEx have been omitted pursuant to Item 601(a)(5) of Regulation S-K because the information contained therein is not material and is not otherwise publicly disclosed. FedEx will furnish supplementally copies of these attachments to the Securities and Exchange Commission or its staff upon request.

FED-PA-03712 |  |  |  | SA-13
|  | BOEING PROPRIETARY |  |