EX-10.32 19 fdx-ex10_32.htm EX-10.32

Exhibit 10.32

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. 23

to

Purchase Agreement No. 3157

between

The Boeing Company

And

Federal Express Corporation

Relating to Boeing Model 777-FREIGHTER Aircraft

THIS SUPPLEMENTAL AGREEMENT, entered into as of the 10th day of December 2013, 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); and

B. WHEREAS, Customer desires to reschedule the delivery date of eleven (11) Option Aircraft under Letter Agreement 6-1162-

RRO-1062 to the Purchase Agreement as shown in the table below:

Existing Delivery Dates of Option Aircraft |  | Revised Delivery Dates of Option 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 23

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. 23.

2. | The Option Aircraft described in Recital Paragraph B are hereby rescheduled as set forth in Recital Paragraph B. Remove and replace, in its entirety, Attachment to Letter Agreement 6-1162-RRO-1062 with a revised Attachment, attached hereto, to reflect such rescheduling. The parties acknowledge and agree that the Option Aircraft rescheduling referenced herein is not being made under Article 4.2 of Letter Agreement 6-1162-RRO-1062; accordingly, with respect to the foregoing rescheduled Option Aircraft, (i) [*], (ii) [*] and (iii) the rescheduled Option [*] to the end of the then-current delivery stream.

3. | Customer and Boeing have previously executed letter agreement 6-1162-SCR-186 concerning certain terms related to [*] Engine Hard Mount Kits. The parties agree to add this letter agreement to the Purchase Agreement in this Supplemental Agreement No. 23.

4. | [*] Accordingly, the parties agree to add a new letter agreement to the Purchase Agreement in this Supplemental Agreement No. 23 to address [*]. Such letter agreement number is 6-1162-SCR-193 and the letter is also added to the Table of Contents herein.

* | 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 23

BOEING PROPRIETARY

5. | This Supplemental Agreement No. 23 to the Purchase Agreement shall not be effective unless executed and delivered by the parties on or prior to December 6, 2013.

6. | Notwithstanding the foregoing Article 5, this Supplemental Agreement No. 23 shall not be effective unless and until, and the matters expressed herein are expressly conditioned upon, Customer receiving approval from the board of directors of Customer’s parent company, FedEx Corporation. Should such approval not be granted and confirmed in writing by Customer to Boeing by December 11, 2013, this Supplemental Agreement shall automatically terminate and be null and void in all respects, and neither party shall owe any obligation to the other party with respect to the matters expressed herein; provided, however, no such termination shall otherwise impact the parties’ rights and obligations existing under the Purchase Agreement, as amended or otherwise modified, prior to this Supplemental Agreement. For the sake of clarity, neither party shall be deemed to be in default hereunder for failing to have performed any obligation created under this Supplement Agreement, including without limitation any payment obligation, prior to the receipt by Boeing of the aforementioned written confirmation. In addition to the foregoing, this Supplemental Agreement No. 23 to the Purchase Agreement shall not be effective unless Customer and Boeing execute and deliver Supplemental Agreement No. 4 to Purchase Agreement No. 3712 on or before December 11, 2013.

EXECUTED as of the day and year first above written.

THE BOEING COMPANY |  |  |  | FEDERAL EXPRESS CORPORATION
By: |  | /s/ Stuart C. Ross |  |  |  | By: |  | /s/ Phillip C. Blum
Its: |  | Attorney-In-Fact |  |  |  | Its: |  | VP Aircraft Acquisitions

P.A. No. 3157 |  | 3 |  | SA 23

BOEING PROPRIETARY

TABLE OF CONTENTS

|  |  |  | SA NUMBER |
ARTICLES |  |  |  |  |
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 |  |  | 22 |
1B |  | Block B Conditional Firm Aircraft Information Table |  |  | 21 |
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 23

BOEING PROPRIETARY

|  |  |  | SA NUMBER
LETTER AGREEMENT |  |
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-1798 R1 |  | 777 Boeing Converted Freighter |  | 4
6-1162-RCN-1799 |  | [*] |  |
6-1162-RRO-1062 |  | Option Aircraft |  | 4
|  | Attachment to Letter 6-1162-RRO-1062 |  | 23
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 |  | Special Matters for Option Aircraft detailed in |  | 4
|  | Letter Agreement 6-1162-RRO-1062 |  |
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 23

BOEING PROPRIETARY

6-1162-SCR-186 |  | [*] Non-Isolated Engine Mounts Letter |  | 23
6-1162-SCR-193 |  | [*] Matters |  | 23

* | 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 23

BOEING PROPRIETARY

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

P.A. No. 3157 |  | 7 |  | SA 23

BOEING PROPRIETARY

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

6-1162-SCR-186

October 1, 2013

Federal Express Corporation

3131 Democrat Road

Memphis, TN 38118

Attention: |  | Mr. Curt Gobbell
|  | Manager, Airframe Forecasting and Analysis

Subject: |  |  |  | [*], “ENGINE MOUNTS - REPLACE ISOLATED ENGINE MOUNTS WITH NON-ISOLATED ENGINE MOUNTS ([*] ENGINES)”

References: |  | 1. |  | Purchase Agreement No. 3157 (Purchase Agreement) between The Boeing Company (Boeing) and Federal Express Corporation (Customer) relating to Model 777F aircraft, collectively the (Aircraft);
|  | 2. |  | Boeing letter agreement 6-1162-SCR-155 (Letter Agreement); and
|  | 3. |  | Boeing offer 6-1131-CMM-LLO-10136, Master Change No. 7120MK5114 dated September 11, 2013.

1. | Background.

Boeing agreed to provide Customer certain business considerations related to [*] Engine Hard Mount Kits (Kits) as detailed under the Letter Agreement. At the time of execution of said Letter Agreement, Customer had ordered [*] Kits on a cumulative basis.

Subsequent to the date of execution of the Letter Agreement, Boeing has provided Customer three separate Master Change proposals relating to the Kits as follows:

| a. | 6-1131-CMM-LLO-07919 – For the purchase of [*] Kits; executed by Customer on May 1, 2013;

| b. | 6-1131-CMM-LLO-08048 – For the purchase of [*] Kits; executed by Customer on May 16, 2013; and

| c. | 6-1131-CMM-LLO-10136 – For the purchase of [*] Kits; executed by Customer on September 20, 2013.

On a cumulative basis, the total number of Kits ordered by Customer, including the initial quantity of [*] Kits, through item 2 above is [*] Kits. Of the [*] Kits included in item c, (i) [*] of the Kits will fall under the terms of paragraph 2 of the Letter Agreement and (ii) [*] of the Kits will fall under the terms of paragraph 3 of the Letter Agreement, except as described in the paragraph immediately below.

* | 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.

6-1162-SCR-186 |  |  |  | October 1, 2013

BOEING PROPRIETARY

2. | [*] Memorandum Applicable to Kits [*] Purchased by Customer.

| [*] |

3. | Confidential Treatment.

Customer understands that Boeing considers certain commercial and financial information contained in this business consideration as confidential. Each of Customer and Boeing agree that it will treat this business consideration and the information contained herein as confidential. Customer agrees to limit the disclosure of the contents of this business consideration to employees of Customer with a need to know and who understand that they are not to disclose its content to any other person or entity without the prior written consent of Boeing. Notwithstanding the foregoing, Customer may disclose this business consideration and the terms and conditions herein to its parent company, FedEx Corporation, to the Board of Directors of its parent corporation, FedEx Corporation, to its professional advisors under a duty of confidentiality with respect hereto, and as required by law.

AGREED AND ACCEPTED this |  |  |  |
28 October 2013 |  |  |  |
Date |  |  |  |
THE BOEING COMPANY |  |  |  | FEDERAL EXPRESS CORPORATION
/s/ Stuart C. Ross |  |  |  | /s/ Mark S. Blair
Signature |  |  |  | Signature
Stuart C. Ross |  |  |  | Mark S. Blair
Printed Name |  |  |  | Printed Name
Attorney-In-Fact |  |  |  | VP
Title |  |  |  | Title

* | 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.

6-1162-SCR-186 |  |  |  | October 1, 2013

BOEING PROPRIETARY

6-1162-SCR-193

November 29, 2013

Federal Express Corporation

3131 Democrat Road

Memphis, TN 38118

Attention: |  |  |  | Mr. Kevin Burkhart
|  |  |  | Managing Director – Aircraft Acquisitions & Sales
|  |  |  | Mr. Bradley Harris
|  |  |  | Senior Attorney
Subject: |  |  |  | [*] Matters
References: |  |  |  | Purchase Agreement 3157 between The Boeing Company (Boeing) and Federal Express Corporation (Customer) dated November 7, 2006 (Purchase Agreement) relating to the purchase of 777F aircraft (Aircraft).

Any capitalized term used but not defined herein shall have the meaning ascribed to it in the Purchase Agreement.

1. | Background.

| [*] |

The purpose of this Letter Agreement is to document certain terms and conditions under which [*].

2. | [*].

| [*] |

3. | [*].

| [*] |

4. | Other Matters.

| [*] |

5. | Confidential Treatment.

Customer understands that Boeing considers certain commercial and financial information contained in this business consideration as confidential. Each of Customer and Boeing agree that it will treat this business consideration and the information contained herein as confidential. Customer agrees to limit the disclosure of the contents of this business consideration to employees of Customer with a need to know and who understand that they are

* | 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.

not to disclose its content to any other person or entity without the prior written consent of Boeing. Notwithstanding the foregoing, Customer may disclose this business consideration and the terms and conditions herein to its parent company, FedEx Corporation, to the Board of Directors of its parent corporation, FedEx Corporation, to its professional advisors under a duty of confidentiality with respect hereto, and as required by law.

Very truly yours,

THE BOEING COMPANY |  |  |  | FEDERAL EXPRESS CORPORATION
By |  | /s/ Stuart C. Ross |  |  |  | By |  | /s/ Phillip C. Blum
Its |  | Attorney-In-Fact |  |  |  | Its |  | VP Aircraft Acquisitions

ACCEPTED AND AGREED TO this

Date: December 10, 2013

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.