EX-10.1 2 d201990dex101.htm EX-10.1

Exhibit 10.1

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 IS BOTH (I) NOT MATERIAL AND (II) THE TYPE THAT FEDEX TREATS AS PRIVATE OR CONFIDENTIAL.

Supplemental Agreement No. 33

to

Purchase Agreement No. 3157

between

The Boeing Company

And

Federal Express Corporation

Relating to Boeing Model 777-FREIGHTER Aircraft

THIS SUPPLEMENTAL AGREEMENT No. 33 (SA-33), entered into as of December 30, 2020 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 notified Boeing that Customer will not exercise its right to purchase two (2) Option Aircraft identified in the table below (collectively, SA-33 Canceled Option Aircraft), as such rights are defined in Letter Agreement 6-1162-RR0-1062. Therefore both SA-33 Canceled Option Aircraft will be removed from the Purchase Agreement under this SA-33 and in accordance with terms of such Letter Agreement:

Letter Agreement Number |  | Existing Delivery Month
6-1162-RRO-1062 |  | [*]
6-1162-RRO-1062 |  | [*]

C. WHEREAS, Customer and Boeing desire to document previously agreed upon changes to the 777 Detail Specification with executed option proposals for such changes (Unincorporated Changes), and provide clarification regarding the price of such Unincorporated Changes.

P.A. No. 3157 |  | 1 |  | SA-33

BOEING PROPRIETARY

* | Blank spaces contained confidential information that has been excluded pursuant to Item 601(b)(10)(iv) of Regulation S-K because it is both (i) not material and (ii) the type that FedEx treats as private or confidential.

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 SA-33.

2. Revise and replace in its entirety the Attachment to Letter Agreement 6-1162-RRO-1062, Option Aircraft, with the Attachment to Letter Agreement 6-1162-RRO-1062, Option Aircraft, attached hereto, to reflect the removal of the two (2) SA-33 Canceled Option Aircraft, as described in Recital Paragraph B above.

3. Upon execution of this SA-33 the two (2) SA-33 Canceled Option Aircraft described in Recital Paragraph B above are hereby cancelled from the Purchase Agreement decreasing the total quantity of Option Aircraft to twenty-three (23), inclusive of the fourteen (14) SA-30 Option Aircraft.

4. In accordance with the terms of Letter Agreement 6-1162-RRO-1062, [*].

5. Add Letter Agreement FED-PA-3157-LA-1902776R1, Revisions to the Detailed Specification and Associated Unincorporated Changes Pricing for 777F Aircraft, to provide clarification regarding the price of certain Unincorporated Changes, as described in Recital Paragraph C above.

6. This SA-33 to the Purchase Agreement shall not be effective unless executed and delivered by the parties on or prior to December 30, 2020.

7. References in the Purchase Agreement and any supplemental agreements and associated letter agreements to letter agreement listed in the left column of the below table shall be deemed to refer to the corresponding letter agreement listed in the right column of the below table.

Reference |  | Replacement Reference
FED-PA-3157-LA-1902776 |  | FED-PA-3157-LA-1902776R1

P.A. No. 3157 |  | 2 |  | SA-33

BOEING PROPRIETARY

* | Blank spaces contained confidential information that has been excluded pursuant to Item 601(b)(10)(iv) of Regulation S-K because it is both (i) not material and (ii) the type that FedEx treats as private or confidential.

EXECUTED as of the day and year first above written.

FEDERAL EXPRESS CORPORATION |  |  |  | THE BOEING COMPANY
By: |  | /s/ Kevin A. Burkhart |  |  |  | By: |  | /s/ McKenzie Kuckhahn
Name: |  | Kevin A. Burkhart |  |  |  | Name: |  | McKenzie Kuckhahn
Title: |  | Vice President |  |  |  | Title: |  | Attorney-In-Fact

P.A. No. 3157 |  | 3 |  | SA-33

BOEING PROPRIETARY

TABLE OF CONTENTS

|  |  |  | SA |
ARTICLES |  |  | 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) |  |  | 32 |
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-33

BOEING PROPRIETARY

|  |  |  | SA
LETTER AGREEMENT |  |  |  | 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 |  | Exercised
|  | Attachment to Letter 6-1162-RCN-1789 |  | 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 |  | 4
|  | Attachment to Letter 6-1162-RRO-1062 |  | 33
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-1067R1 |  | Special Matters for Option Aircraft detailed in Letter Agreement 6-1162-RRO-1062 |  | 30
6-1162-RRO-1068R1 |  | 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-193R1 |  | [*] Matters and [*] |  | 30
|  | Special Matters |  |

P.A. No. 3157 |  | 5 |  | SA-33

BOEING PROPRIETARY

* | Blank spaces contained confidential information that has been excluded pursuant to Item 601(b)(10)(iv) of Regulation S-K because it is both (i) not material and (ii) the type that FedEx treats as private or confidential.

LETTER AGREEMENT (Con’t) |  |  |  | SA NUMBER
6-1162-LKJ-0726 |  | [*] SA-24 Accelerated Block B Aircraft |  | 24
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-0778R1 |  | SA-30 and SA-32 [*] Matters |  | 32
FED-PA-3157-LA-2000906 |  | [*] as related to SA-32 and SA-14 |  | 32
FED-PA-3157-LA-1902776R1 Revisions to the Detailed Specification and Associated Unincorporated Changes Pricing for 777F Aircraft |  | 33

P.A. No. 3157 |  | 6 |  | SA-33

BOEING PROPRIETARY

* | Blank spaces contained confidential information that has been excluded pursuant to Item 601(b)(10)(iv) of Regulation S-K because it is both (i) not material and (ii) the type that FedEx treats as private or confidential.

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-33

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 14, 2018
Supplemental Agreement No. 32 |  | February 28, 2020
Supplemental Agreement No. 33 |  | December 30, 2020

P.A. No. 3157 |  | 8 |  | SA-33

BOEING PROPRIETARY

|  | The Boeing Company P.O. Box 3707 Seattle, WA 98124-2207

FED-PA-3157-LA-1902776 R1

Federal Express Corporation

3131 Democrat Road

Memphis, TN 38118

Attention: |  | Mr. Guy See Managing Director – Aircraft Acquisitions & Sales
Subject: |  | Revisions to the Detailed Specification and Associated Unincorporated Changes Pricing for 777F Aircraft (Aircraft)
References: |  | Purchase Agreement 3157 between The Boeing Company (Boeing) and Federal Express Corporation (Customer) dated November 7, 2006 relating to Model 777F Aircraft, as amended (777 Purchase Agreement)

All terms used but not defined in this letter (Letter Agreement) shall have the same meaning as in the referenced 777 Purchase Agreement. This Letter Agreement cancels and supersedes FED-PA-3157-LA-1902776 in its entirety.

1. | Background.

1.1 The 777 Purchase Agreement sets forth the Detail Specification pursuant to which Boeing manufactures Customer’s Aircraft.

1.2 Pursuant to Article 4, Detailed Specification; Changes, of the AGTA, Boeing and Customer have agreed upon certain changes to the 777 Aircraft Specification by executing option proposals (each an Option Proposal) for such changes (each an Unincorporated Change). Option Proposals detail the pricing (Unincorporated Change Price), effective date for the Unincorporated Change, and applicable Aircraft by manufacturer serial number (MSN).

| 1.3 | [*].

2. | Agreement.

| 2.1 | Boeing and Customer agree that [*].

| 2.2 | [*].

| 2.3 | [*].

FED-PA-3712-MISC-1902776 R1 Follow-On Unincorporated Changes pricing for 777F Aircraft |  |  |  | Page 1

BOEING PROPRIETARY

* | Blank spaces contained confidential information that has been excluded pursuant to Item 601(b)(10)(iv) of Regulation S-K because it is both (i) not material and (ii) the type that FedEx treats as private or confidential.

3. | Confidentiality.

Customer understands and agrees that the information contained herein represents confidential business information and has value precisely because it is not available generally or to other parties. Customer agrees to limit the disclosure of its contents to employees of Customer with a need to know the contents for purposes of helping Customer perform its obligations under the Purchase Agreement and who understand they are not to disclose its contents to any other person or entity without the prior written consent of Boeing.

Very truly yours,

THE BOEING COMPANY
By |  | /s/ McKenzie Kuckhahn
Its |  | Attorney-In-Fact

ACCEPTED AND AGREED TO this
Date: |  | December 30, 2020
FEDERAL EXPRESS CORPORATION
By |  | /s/ Kevin A. Burkhart
Its |  | Vice President

FED-PA-3712-MISC-1902776 R1 Follow-On Unincorporated Changes pricing for 777F Aircraft |  | Page 2

BOEING PROPRIETARY

Omitted Attachments

Certain attachments to this exhibit regarding delivery and pricing of certain B777F 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.