EX-10.34 21 fdx-ex10_34.htm EX-10.34

Exhibit 10.34

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.

FEC 07-02255-032

Supplemental Agreement No. 25

to

Purchase Agreement No. 3157

between

The Boeing Company

And

Federal Express Corporation

Relating to Boeing Model 777-FREIGHTER Aircraft

THIS SUPPLEMENTAL AGREEMENT No. 25, entered into as of the 10th day of June 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 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 four (4) Option Aircraft under Letter Agreement 6-1162-RRO-1062, Option Aircraft, to the Purchase Agreement as shown in the table below:

Existing Delivery Months of Option Aircraft |  |  |  | Revised Delivery Months of Option Aircraft
[*] |  |  |  | [*]
[*] |  |  |  | [*]
[*] |  |  |  | [*]
[*] |  |  |  | [*]

C. WHEREAS, Boeing and Customer desire to acknowledge that one (1) Block B [*] Aircraft having a scheduled month of delivery of [*] in accordance with the terms of Letter Agreement 6-1162-RRO-1068, Special Provision – Block B Aircraft, due to the [*] provision therein as it relates to such Block B Aircraft.

* | 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.

P.A. No. 3157 |  | 1 |  | SA 25
|  | BOEING PROPRIETARY |  |

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. 25.

2. | Remove and replace, in its entirety, “Table 1-A”, with the revised Table 1-A, attached hereto, revised to reflect the addition of one (1) Block B Aircraft having a scheduled month of delivery [*] as a firm Block B Aircraft.

3. | Remove and replace, in its entirety, “Table 1-B”, with the revised Table 1-B, attached hereto, revised to reflect the removal of one (1) Block B conditional firm Aircraft having a scheduled month of delivery [*].

4. | The Option Aircraft described in Recital Paragraph B are hereby rescheduled as set forth in Recital Paragraph B. Remove and replace, in its entirety, the Attachment to Letter Agreement 6-1162-RRO-1062, Option Aircraft, with a revised Attachment, attached hereto, to reflect such rescheduling of Option Aircraft. Boeing and Customer acknowledge and agree that the rescheduling of the Option Aircraft herein is not made pursuant to [*], and accordingly, for the avoidance of doubt [*]. Boeing and Customer further agree that the Option Aircraft described in Recital Paragraph B will retain the [*].

5. | Boeing and Customer agree that as a result of the changes incorporated in this Supplemental Agreement No. 25, Customer [*].

6. | This Supplemental Agreement No. 25 to the Purchase Agreement shall not be effective unless (i) executed and delivered by the parties on or prior to June 15, 2016 and (ii) Customer and Boeing execute and deliver Supplemental Agreement No. 8 to Purchase Agreement No. 3712 on or before June 15, 2016.

* | 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.

P.A. No. 3157 |  | 2 |  | SA-25
|  | BOEING PROPRIETARY |  |

EXECUTED as of the day and year first above written.

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

P.A. No. 3157 |  | 3 |  | SA-25
|  | 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 |  |  | 15 |
1A |  | Block B Firm Aircraft Information Table |  |  | 25 |
1B |  | Block B Conditional Firm Aircraft Information Table |  |  | 25 |
1C |  | Block C Aircraft Information Table |  |  | 13 |
1C1 |  | Block C Aircraft Information Table (MSN 39285) |  |  | 11 |
1C2 |  | Block C Aircraft Information Table |  |  | 20 |
1D |  | Block D Aircraft Information Table |  |  | 20 |
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 |
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-25
|  | 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-1798 R1 |  | 777 Boeing Converted Freighter |  |  | 4 |
6-1162-RCN-1799R1 |  | [*] |  |  | 24 |
6-1162-RRO-1062 |  | Option Aircraft |  |  | 4 |
|  | Attachment to Letter 6-1162-RRO-1062 |  |  | 25 |
6-1162-RRO-1065 |  | Performance Guarantees for Block B Aircraft |  |  | 4 |
6-1162-RRO-1066R1 |  | Special Matters for Block B Aircraft |  |  | 22 |
|  | Special Matters for Option Aircraft detailed in Letter Agreement 6-1162-RRO-1062 |  |  | 4 |
6-1162-RRO-1068 |  | Special Provision – Block B Aircraft |  |  | 4 |
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 |

* | 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.

P.A. No. 3157 |  | 5 |  | SA-25
|  | BOEING PROPRIETARY |  |

LETTER AGREEMENT (Con’t) |  |  |  | SA NUMBER
6-1162-SCR-186 |  | [*], Non-Isolated Engine Mounts Letter |  | 23
6-1162-SCR-193 |  | [*] Matters |  | 23
6-1162-LKJ-0726 |  | [*] SA-24 Accelerated Block B Aircraft |  | 24

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

* | 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.

P.A. No. 3157 |  | 6 |  | SA-25
|  | BOEING PROPRIETARY |  |

SUPPLEMENTAL AGREEMENTS (Con’t) |  |  |  | DATED AS OF: |
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 |  |  |  |  | , 2016 |

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.

P.A. No. 3157 |  | 7 |  | SA-25
|  | BOEING PROPRIETARY |  |