EX-10.61 39 fdx-ex10_61.htm EX-10.61

Exhibit 10.61

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.

FedEx Contract # 12-0527-015

Supplemental Agreement No. 7

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 April 18, 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 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, Boeing desires to revise the Manufacturer Serial Numbers (MSNs) associated with certain delivery positions as shown in the table below.

Delivery Position |  | Table Reference |  | Delivery Position Contract Block |  | Original MSN |  | Revised MSN
[*] |  | Table 1-A1 |  | C |  | 61205 |  | 42721
[*] |  | Table 1-A |  | Original Firm 1 |  | 42721 |  | 43550
[*] |  | Table 1-A1 |  | C |  | 43549 |  | 42722
[*] |  | Table 1-A1 |  | C |  | 43550 |  | 61206
[*] |  | Table 1-A |  | Original Firm 1 |  | 42722 |  | 42723
[*] |  | Table 1-A1 |  | C |  | 61206 |  | 43538
[*] |  | Table 1-A |  | Original Firm 1 |  | 42723 |  | 43541
[*] |  | Table 1-B |  | C 2 |  | 43538 |  | 61205
[*] |  | Table 1-B |  | C 2 |  | 43541 |  | 43549

1 | Original firm Aircraft at execution of the Purchase Agreement (Original Firm Aircraft)

2 | Exercised 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.

BOEING PROPRIETARY

S7-1

Supplemental Agreement No.7 to

Purchase Agreement No. 3712

C. WHEREAS, Boeing and Customer desire to revise certain Tables in the Purchase Agreement to reflect the revised MSNs, where such Tables reference MSNs.

D. WHEREAS, Boeing and Customer desire to [*] as identified in the Table above.

E. WHEREAS, Boeing and Customer desire to acknowledge the expiration of the special provision described in Letter Agreement 6-1162-SCR-146R1, Special Provision – Block B and Block G Aircraft, in respect to (i) one (1) Block B Aircraft scheduled to deliver during [*] and (ii) one Block B Aircraft scheduled to deliver during [*], both as shown on Table 1-B.

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. 7.

2. Revise and replace in its entirety, Table 1-A1 with a revised Table 1-A1, attached hereto, to revise the MSNs associated with certain delivery positions as identified in Recital paragraph B above.

3. Revise and replace in its entirety, Table 1-B with a revised Table 1-B, attached hereto, to (i) update the MSNs associated with certain delivery positions as identified in Recital paragraph B above, and (ii) to revise the note pertaining to the expiration of the special provision described in Letter Agreement 6-1162-SCR-146R1, Special Provision – Block B and Block G Aircraft, in respect to the Block B Aircraft scheduled to deliver in [*] and [*].

4. [*]

* | 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.

BOEING PROPRIETARY

S7-2

Supplemental Agreement No.7 to

Purchase Agreement No. 3712

5. This Supplemental Agreement No. 7 to the Purchase Agreement shall not be effective until executed and delivered by the parties.

BOEING PROPRIETARY

S7-3

Supplemental Agreement No.7 to

Purchase Agreement No. 3712

EXECUTED as of the day and year first above written.

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

BOEING PROPRIETARY

S7-4

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 |  |  | 1 |
1-A1 |  | Block C Aircraft Information Table |  |  | 7 |
1-A2 |  | Block E, Block F and Block G Aircraft Information Table |  |  | 6 |
1-B |  | Exercised Option Aircraft Information Table |  |  | 7 |
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-7
|  | 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-1106156R2 |  | LA-Option Aircraft |  |  | 6 |
LA-1106157 |  | AGTA Amended Articles |  |  |  |
LA-1106158R2 |  | LA-Right to Purchase Additional Aircraft |  |  | 6 |
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-1106208R1 |  | 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-1106614R1 |  | LA-Special Matters for Purchase Right Aircraft |  |  | 6 |
LA-1106824 |  | LA-Customer Support Matters |  |  |  |
LA-1208292R2 |  | LA-Special Matters Concerning Escalation – 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-1208949 |  | LA-Special Matters Block C Aircraft in Table 1-A1 |  |  | 1 |
6-1162-SCR-146R1 |  | LA Special Provision - Block B and Block G Aircraft |  |  | 6 |
LA-1306854R1 |  | Performance Guarantees, Demonstrated Compliance |  |  | 6 |
6-1162-LKJ-0696R6 |  | LA-[*] |  |  | 6 |
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 |

* | 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.

FED-PA-03712 |  |  |  | SA-7
|  | 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 , 2016 |

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-7
|  | BOEING PROPRIETARY |  |