EX-10.23 10 fdx-ex10_23.htm EX-10.23

Exhibit 10.23

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. 6

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 17 th day of March 2010, by and between THE BOEING COMPANY (Boeing) and FEDERAL EXPRESS CORPORATION (Customer);

W I T N E S S E T H :

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 (the Aircraft );

WHEREAS, the parties entered into an Aircraft General Terms Agreement, dated November 7, 2006, as incorporated by reference into the Purchase Agreement (AGTA);

WHEREAS, Customer anticipates, pursuant to that certain Purchase Agreement Assignment between [ * ] and Customer (Assignment Agreement), taking delivery from Boeing of one (1) new Boeing model 777-F aircraft with manufacturing serial number [ * ]; and

WHEREAS, Boeing and Customer desire that, for the purposes of post-delivery support and operation, [ * ].

* | 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. 3157

Supplemental Agreement #6

S6 - 1

Supplemental Agreement 6 to

Purchase Agreement No. 3157

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.

[ * ]

8. Effectiveness.

The matters, rights, obligations, mutual covenants and entitlements of Boeing and Customer shall be effective upon Customer taking title to [ * ]. Should Customer not take title to [ * ] pursuant to the Assignment Agreement, for any reason, the matters, rights, obligations, mutual covenants and entitlements of Boeing and Customer set forth in this Supplemental Agreement shall be null and void.

EXECUTED as of the day and year first above written.

THE BOEING COMPANY |  |  |  | FEDERAL EXPRESS CORPORATION
By: |  | /s/ Christopher L. Odegard |  |  |  | By: |  | /s/ Phillip C. Blum
Its: |  | Attorney-In-Fact |  |  |  | Its: |  | Vice President — Aircraft Acquisitions/SAO

* | 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. 3157

Supplemental Agreement #6

S6 - 2

Supplemental Agreement No. 7

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 17 th day of March 2010, by and between THE BOEING COMPANY (Boeing) and FEDERAL EXPRESS CORPORATION (Customer);

W I T N E S S E T H :

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 (the Aircraft );

WHEREAS, the parties entered into an Aircraft General Terms Agreement, dated November 7, 2006, as incorporated by reference into the Purchase Agreement (AGTA);

WHEREAS, Customer anticipates acquiring and taking delivery of one (1) used Boeing model 777-F aircraft with manufacturing serial number [ * ];

WHEREAS, Boeing and Customer desire that, for the convenience of the parties, for purposes of post-delivery support and operation of [ * ].

NOW THEREFORE, in consideration of the mutual covenants herein contained, the parties hereto agree to supplement the Purchase Agreement as follows:

* | 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. 3157

Supplemental Agreement #7

S7 - 1

Supplemental Agreement 7 to

Purchase Agreement No. 3157

All terms used herein and in the Purchase Agreement, and not defined herein, shall have the same meaning as in the Purchase Agreement.

[ * ]

10. Effectiveness.

The matters, rights, obligations, mutual covenants and entitlements of Boeing and Customer shall be effective upon Customer taking title to [ * ]. Customer agrees to provide written notice to Boeing regarding the date Customer takes title to [ * ]. Should Customer not take title to [ * ], for any reason, the matters, rights, obligations, mutual covenants and entitlements of Boeing and Customer set forth in this Supplemental Agreement shall be null and void.

EXECUTED as of the day and year first above written.

THE BOEING COMPANY |  |  |  | FEDERAL EXPRESS CORPORATION
By: |  | /s/ Christopher L. Odegard |  |  |  | By: |  | /s/ Phillip C. Blum
Its: |  | Attorney-In-Fact |  |  |  | Its: |  | Vice President — Aircraft Acquisitions/SAO

* | 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. 3157

Supplemental Agreement #7

S7 - 2

Supplemental Agreement No. 8

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 30 th day of April 2010, by and between THE BOEING COMPANY (Boeing) and FEDERAL EXPRESS CORPORATION (Customer);

W I T N E S S E T H :

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 (the Aircraft); and

WHEREAS, Customer desires to add four (4) new Aircraft to the Purchase Agreement with delivery months as follows;

Delivery Month for
new 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.

S8 - 1

Supplemental Agreement 8 to

Purchase Agreement No. 3157

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. 8.

2. | Customer and Boeing hereby acknowledge and confirm that four (4) new Aircraft with delivery months of [ * ], [ * ], [ * ] and [ * ] are hereby added to the Purchase Agreement and will be collectively called Block C Aircraft (Block C).

3. | Table 1-C attached hereto is hereby added to the Purchase Agreement to incorporate the delivery dates and pricing of the Block C Aircraft.

4. | Customer and Boeing agree that the Block C Aircraft will be subject to and benefit from the same terms and conditions as the Aircraft except as set forth herein and in writing signed by the authorized representatives of the parties.

5. | Customer and Boeing agree that the Block C Aircraft will be treated exactly as Block B Aircraft except:

| 5.1 | Delivery dates and pricing of Block C Aircraft will be determined by Table 1-C.

| 5.2 | Letter Agreement FED-PA—LA-1000790 titled “Special Matters for Block C Aircraft” attached hereto is hereby added to the Purchase Agreement to reflect certain agreements between Customer and Boeing with respect to Block C Aircraft.

| 5.3 | Letter Agreement 6-1162-RRO-1066 “Special Matters for Block B Aircraft” shall not apply to the Block C Aircraft.

| 5.4 | Letter Agreement 6-1162-RRO-1068 titled “Special Provision — Block B Aircraft” shall not apply to the Block C Aircraft.

| 5.5 | Letter Agreement [ * ] titled [ * ] shall not apply to the Block C 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.

S8 - 2

Supplemental Agreement 8 to

Purchase Agreement No. 3157

| 5.6 | Letter Agreement 6-1162-RCN-1798R1 titled “777 Boeing Converted Freighter” shall not apply to the Block C Aircraft.

| 5.7 | The Aircraft Performance Guarantees detailed in Letter Agreement 6-1162-RCN-1791 are applicable to the Block C Aircraft.

| 5.8 | Letter Agreement 6-1162-RRO-1065 “Aircraft Performance Guarantees for Block B Aircraft” shall not apply to the Block C Aircraft.

6. | As a result of adding the Block C Aircraft to the Purchase Agreement, advance payments in the amount of $[ * ] will be due concurrent with Customer’s written confirmation to Boeing as detailed in Article 7 below.

7. | This Supplemental Agreement 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 May 3, 2010, 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 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.

EXECUTED as of the day and year first above written.

THE BOEING COMPANY |  |  |  | FEDERAL EXPRESS CORPORATION
By: |  | /s/ Richard R. Ochs |  |  |  | By: |  | /s/ Phillip C. Blum
Its: |  | Attorney-In-Fact |  |  |  | Its: |  | Vice President — Aircraft Acquisitions/SAO

* | 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.

S8 - 3

Supplemental Agreement 8 to

Purchase Agreement No. 3157

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 |  |  | 5 |
1B Block B Aircraft Information Table |  |  | 4 |
1C Block C Aircraft Information Table |  |  | 8 |
EXHIBIT |  |  |  |
A. Aircraft Configuration |  |  | 4 |
A1. Aircraft Configuration (Block B Aircraft) |  |  | 4 |
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 8
|  | BOEING PROPRIETARY |  |

Supplemental Agreement 8 to

Purchase Agreement No. 3157

|  |  |  | SA
|  |  |  | NUMBER
LETTER AGREEMENT |  |  |  |
3157-01 |  | 777 Spare Parts Initial Provisioning |  |
3157-02 |  | Demonstration Flight Waiver |  |
6-1162-RCN-1785 |  | [ * ] |  |
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-1799 |  | [ * ] |  |
6-1162-RRO-1062 |  | Option Aircraft |  | 4
6-1162-RRO-1065 |  | Performance Guarantees for Block B Aircraft |  | 4
6-1162-RRO-1066 |  | Special Matters for Block B Aircraft |  | 4
6-1162-RRO-1067 |  | 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-1000790 |  | Special Matters for Block C Aircraft |  | 8

* | 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 8
|  | BOEING PROPRIETARY |  |

Supplemental Agreement 8 to

Purchase Agreement No. 3157

|  | DATED AS OF:
SUPPLEMENTAL AGREEMENTS |  |
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

P.A. No. 3157 |  | 6 |  | SA 8
|  | BOEING PROPRIETARY |  |

April 30, 2010

6-1162-RRO-1144

Federal Express Corporation

2955 Republican Drive

Memphis, TN 38118

Attention: |  | Mr. Kevin Burkhart Managing Director — Aircraft Acquisitions & Sales
Subject: |  | [ * ]
Reference: |  | Supplemental Agreement No. 8 to Purchase Agreement 3157, dated November 7, 2006, between The Boeing Company (Boeing) and Federal Express Corporation (Customer) relating to Model 777-FREIGHTER Aircraft (the Aircraft)

Dear Mr. Burkhart:

In consideration of the strong business relationship between Boeing and Customer, and Customer executing Supplemental Agreement No. 8, Boeing has agreed to [ * ].

Further Customer agrees and acknowledges that Attachment A cannot be revised/modified in anyway unless specifically agreed to in writing by Boeing.

Very truly yours,
THE BOEING COMPANY
By: |  | /s/ Richard R. Ochs
Its: Attorney-In-Fact
ACCEPTED AND AGREED TO this
Date: April 30, 2010
FEDERAL EXPRESS CORPORATION
By: |  | /s/ Phillip C. Blum
Its: Vice President — Aircraft Acquisitions/SAO

* | 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

Federal Express

PA 3157

[ * ]

* | 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

Federal Express

PA 3157

[ * ]

* | 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

FED-PA—LA-1000790

Federal Express Corporation

3610 Hacks Cross

Memphis TN 38125

Subject: |  | Special Matters for Block C Aircraft
Reference: |  | Purchase Agreement No. 3157 (the Purchase Agreement) between The Boeing Company (Boeing) and Federal Express Corporation (Customer) relating to Model 777-FREIGHTER aircraft (the Aircraft)

This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement have the same meaning as in the Purchase Agreement.

[ * ]

8. ADVANCE PAYMENT SETOFF RIGHTS

Customer agrees that if it defaults on any monetary obligation under the Purchase Agreement and has failed to cure such default within five (5) calendar days of receiving written notice from Boeing, then Boeing may apply any/all advance payments paid by Customer to cure, in part or in whole, any default made with respect to any Aircraft or other obligation in the Purchase Agreement. In the event that Boeing exercises such setoff rights and applies any advance payments to cure any such default by Customer with respect to an Aircraft or other obligation in the Purchase Agreement, Boeing will be entitled to require Customer to replace within ten days of written notice, the amount of advance payments applied to cure such default such that the total amount of advance payments will be restored to the aggregate amount of advance payments owed at that time by Customer.

[ * ]

10. PUBLIC ANNOUNCEMENT

Notwithstanding the terms in the Purchase Agreement, neither Party shall in any manner advertise or make any public statement regarding Customer’s purchase of the Block C Aircraft without the prior written consent of the other Party. Neither Party shall disclose any details of this Agreement to any third party except as may be authorized in writing by an authorized officer of the other Party.

Confidential Treatment . Customer understands that certain commercial and financial information contained in this Letter Agreement /and attachment(s) hereto is considered by Boeing as confidential. Customer agrees that it will treat this Letter Agreement and the information contained herein as confidential and will not, without the prior written consent of Boeing, disclose this Letter Agreement or any information contained herein to any other person or entity.

* | 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

If the foregoing correctly sets forth your understanding of our agreement with respect to matters described above, please indicate your acceptance and approval below.

Very truly yours,
THE BOEING COMPANY
By: |  | /s/ Richard R. Ochs
Its: Attorney-In-Fact
ACCEPTED AND AGREED TO this
Date: April 30, 2010
FEDERAL EXPRESS CORPORATION
By: |  | /s/ Phillip C. Blum
Its: Vice President — Aircraft Acquisitions/SAO

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.

BOEING PROPRIETARY