EX-10.64 42 fdx-ex10_64.htm EX-10.64

Exhibit 10.64

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 #12-0527-022

Supplemental Agreement No. 10

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 May 10, 2017 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, Customer desires to reschedule the delivery month of four (4) Aircraft as set forth in the table below (SA-10 Accelerated Aircraft); and

Current Delivery Month & Year |  | Revised Delivery Month & Year |  | Block |  | Table Reference |  | MSN
[*] |  | [*] |  | Block C |  | Table 1-B |  | 43551
[*] |  | [*] |  | Block E |  | Table 1-A2 |  | 63094
[*] |  | [*] |  | Original Block |  | Table 1-A |  | 42728
[*] |  | [*] |  | Block C |  | Table 1-A1 |  | 62498

C. WHEREAS, Boeing has agreed to provide additional business considerations in consideration of the acceleration of the SA-10 Accelerated Aircraft.

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.

BOEING PROPRIETARY

S10-1

Supplemental Agreement No. 10 to

Purchase Agreement No. 3712

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. 10.

2. Boeing and Customer acknowledge and agree that upon execution of this Supplemental Agreement No. 10 the four (4) Aircraft described in Recital Paragraph B above are hereby rescheduled as described herein.

3. Revise and replace in its entirety, Table 1-A with a revised Table 1-A, attached hereto, to reschedule the delivery month of one (1) Aircraft as identified in Recital Paragraph B above.

4. Revise and replace in its entirety, Table 1-A1 with a revised Table 1-A1, attached hereto, to reschedule the delivery month of one (1) Aircraft as identified in Recital Paragraph B above.

5. Revise and replace in its entirety, Table 1-A2 with a revised Table 1-A2, attached hereto, to reschedule the delivery month of one (1) Aircraft as identified in Recital Paragraph B above.

6. Revise and replace in its entirety, Table 1-B with a revised Table 1-B, attached hereto, to reschedule the delivery month of one (1) Aircraft as identified in Recital Paragraph B above.

7. Revise and replace in its entirety Attachment 4 to Letter Agreement FED-PA-03712-LA-1106156R2, Option Aircraft, attached hereto, to reflect the reschedule of the four (4) Aircraft described in Recital Paragraph B above.

8. Add Letter Agreement 6-1162-LKJ-0744, Special Considerations – SA-10 Accelerated Aircraft, attached hereto, to reflect additional business considerations to be provided in consideration of the acceleration of the SA-10 Accelerated Aircraft.

9. Boeing acknowledges that as a result of the reschedule of the four (4) Aircraft described in Recital Paragraph B above Customer will have [*] applicable to each such Aircraft. Boeing will [*].

* | 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

S10-2

Supplemental Agreement No. 10 to

Purchase Agreement No. 3712

10. This Supplemental Agreement No. 10 to the Purchase Agreement shall not be effective until executed and delivered by the parties on or prior to May 11, 2017.

BOEING PROPRIETARY

S10-3

Supplemental Agreement No. 10 to

Purchase Agreement No. 3712

EXECUTED as of the day and year first above written.

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

BOEING PROPRIETARY

S10-4

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 |  |  | 10 |
1-A1 |  | Block C Aircraft Information Table |  |  | 10 |
1-A2 |  | Block E, Block F and Block G Aircraft Information Table |  |  | 10 |
1-B |  | Exercised Option Aircraft Information Table |  |  | 10 |
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-10
|  | 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 |
|  | Attachment 1 to LA-1106156R2 |  |  | 8 |
|  | Attachment 2 to LA-1106156R2 |  |  | 6 |
|  | Attachment 3 to LA-1106156R2 |  |  | 8 |
|  | Attachment 4 to LA-1106156R2 |  |  | 10 |
LA-1106157 |  | AGTA Amended Articles |  |  |  |
LA-1106158R3 |  | LA-Right to Purchase Additional Aircraft |  |  | 8 |
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-1106614R2 |  | LA-Special Matters for Purchase Right Aircraft |  |  | 8 |
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 |

* | 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-10
|  | BOEING PROPRIETARY |  |

6-1162-LKJ-0709 |  | [*] Special Matters |  |  | 6 |
6-1162-LKJ-0728 |  | Special Matters – SA-8 Early Exercise Aircraft |  |  | 8 |
6-1162-LKJ-0744 |  | Special Considerations – SA-10 Accelerated Aircraft |  |  | 10 |

* | 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-10
|  | 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 18, 2016
Supplemental Agreement No. 8 |  | June 10, 2016
Supplemental Agreement No. 9 |  | February 16, 2017
Supplemental Agreement No. 10 |  | May 10, 2017

FED-PA-03712 |  |  |  | SA-10
|  | BOEING PROPRIETARY |  |

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

6-1162-LKJ-0744

Federal Express Corporation

3610 Hacks Cross Road

Memphis, TN 38125

Subject: |  | Special Considerations – SA-10 Accelerated Aircraft
Reference: |  | (a) Purchase Agreement No. PA-3712 (Purchase Agreement) between The Boeing Company (Boeing) and Federal Express Corporation (Customer) relating to Model 767-3S2F aircraft (Aircraft)
|  | (b) Letter Agreement FED-PA-03712-LA-1106177R1, [*]

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.

1. Background.

Supplemental Agreement No. 10 to the Purchase Agreement provides for the acceleration of four (4) SA-10 Accelerated Aircraft with resulting revised delivery months as set forth below.

Revised Delivery Month & Year |  | Block |  | Table Reference |  | MSN
[*] |  | Block C |  | Table 1-B |  | 43551
[*] |  | Block E |  | Table 1-A2 |  | 63094
[*] |  | Original Block |  | Table 1-A |  | 42728
[*] |  | Block C |  | Table 1-A1 |  | 62498

In consideration of Customer’s acceleration of the SA-10 Accelerated Aircraft Boeing will provide to Customer the following business considerations.

* | 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-LKJ-0744 |  | SA-10
Special Considerations – SA-10 Accelerated Aircraft |  | Page 1

BOEING PROPRIETARY

2. [*]

[*]

3. [*]

[*]

4. | Confidential Treatment.

Customer understands that Boeing considers certain commercial and financial information contained in this Letter Agreement as confidential. Each of Customer and Boeing agree that it will treat this Letter Agreement and the information contained herein as confidential. Customer agrees to limit the disclosure of the contents of this Letter Agreement 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 Letter Agreement and the terms and conditions herein to its parent company, FedEx Corporation, to the Board of Directors of its parent corporation, FedEx Corporation, to

* | 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-LKJ-0744 |  | SA-10
Special Considerations – SA-10 Accelerated Aircraft |  | Page 2

BOEING PROPRIETARY

its professional advisors under a duty of confidentiality with respect thereto, and as required by law.

Very truly yours,
THE BOEING COMPANY
By |  | /s/ L. Kirsten Jensen
Its |  | Attorney-In-Fact
ACCEPTED AND AGREED TO this
Date: |  | May 10, 2017
FEDERAL EXPRESS CORPORATION
By |  | /s/ Phillip C. Blum
Its |  | Vice President

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.

6-1162-LKJ-0744 |  | SA-10
Special Considerations – SA-10 Accelerated Aircraft |  | Page 3

BOEING PROPRIETARY