EX-10.55 33 fdx-ex10_55.htm EX-10.55

Exhibit 10.55

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. 2

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 the 8th day of October, 2012 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. 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 and Boeing desire to reschedule the delivery date of one (1) Block C Aircraft listed in Table 1-A1 as shown below:

MSN |  | Prior Delivery Month & Year for firm Aircraft |  | Rescheduled Delivery Month & Year for firm Aircraft
43544 |  | [*] |  | [*]

C. WHEREAS, Customer and Boeing desire to incorporate Exhibit A into the Purchase Agreement pursuant to the terms of Open Configuration Matters letter agreement FED-PA-03712-LA-1106155.

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.

S1-1

Supplemental Agreement 2 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. 2.

| 2. | Remove and replace, in its entirety, Table 1-A1 with a revised Table 1-A1 attached hereto to reschedule the delivery date of one (1) Aircraft described in Recital Paragraph B and to [*].

| 3. | Insert a new Exhibit A which shall reflect Customer’s decisions of optional features applicable to the Aircraft.

| 4. | Remove and replace, in its entirety, Table 1-B with a revised Table 1-B attached hereto to [*].

| 5. | Remove and replace, in its entirety, Table 1-B1 with a revised Table 1-B1 attached hereto to [*].

| 6. | Remove and replace, in its entirety, Table 1-C with a revised Table 1-C attached hereto to [*].

| 7. | Remove and replace, in its entirety, the BFE-1 document with a revised BFE-1 document attached hereto to reflect the revised BFE on-dock dates applicable to the Aircraft with MSN 43544 described in Recital Paragraph B.

| 8. | In consideration of the [*] of MSN 43544 described in this Supplemental Agreement No. 2, Boeing agrees to [*] (as defined in paragraph 1.2.2(ii) of letter agreement FED-PA-03712-LA-1106159R1) [*]. For the sake of clarity, the parties anticipate that such [*] as of the date of execution of this Supplemental Agreement.

Further to above, in the event that additional amendments are made to any of the aircraft purchase agreements between the date of execution of this Supplemental Agreement No. 2 and May 2015 (Revisions) and such Revisions result in [*].

* | 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.

S2-2

Supplemental Agreement 2 to

Purchase Agreement No. 3712

| 9. | As a result of the changes made under Supplemental Agreement No. 2 to (i) [*] the delivery date of one (1) Block C Aircraft and (ii) revise the [*].

| 10. | [*].

| 11. | This Supplemental Agreement No. 2 to the Purchase Agreement shall not be effective unless executed and delivered by the parties on or prior to October 8, 2012.

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: |  | Vice President Aircraft Acquisition

* | 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.

S2-3

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 |  |  | 2 |
1-B |  | Exercised Option Aircraft Information Table |  |  | 2 |
1-B1 |  | Exercised Block D Option Aircraft Table |  |  | 2 |
1-C |  | Exercised Purchase Right Aircraft Information Table |  |  | 2 |
EXHIBIT |  |  |  |  |  |
A |  | Aircraft Configuration |  |  | 2 |
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 |  |  |  | October 8, 2012
|  |  |  | SA - 2
|  | BOEING PROPRIETARY |  |

LETTER AGREEMENTS |  | SA Number
LA-1106151R1 |  | LA-[*] Special Matters–Option Aircraft |  | 1
LA-1106152 |  | LA-[*] Special Matters–Firm Aircraft |  |
LA-1106153 |  | LA-Liquidated Damages Non-Excusable Delay |  |
LA-1106154R1 |  | LA-Firm Aircraft Delivery Matters |  | 1
LA-1106155 |  | LA-Open Configuration Matters |  |
LA-1106156R1 |  | LA-Option Aircraft |  | 1
LA-1106157 |  | AGTA Amended Articles |  |
LA-1106158R1 |  | LA- Purchase Right Aircraft |  | 1
LA-1106159R1 |  | LA- Special Matters Concerning [*] |  | 1
LA-1106160 |  | LA-Spare Parts Initial Provisioning |  |
LA-1106163 |  | LA-Demonstration Flight Waiver |  |
LA-1106177 |  | [*] |  |
LA-1106207R1 |  | LA-Special Matters Firm Aircraft |  | 1
LA-1106208R1 |  | LA-Special Matters Option Aircraft |  | 1
LA-1106574 |  | LA- Deviation from [*] |  |
LA-1106584R1 |  | LA- Performance Guarantees |  | 1
LA-1106586 |  | LA-Miscellaneous Matters |  |
LA-1106614 |  | LA-Special Matters Purchase Right Aircraft |  |
LA-1106824 |  | LA-Customer Support Matters |  |
LA-1208292 |  | LA-[*] Special Matters – Block B and C Aircraft |  | 1
LA-1208296 |  | LA-Special Matters Exercised Block D Option Aircraft |  | 1
LA-1208949 |  | LA-Special Matters Block C Aircraft in Table 1-A1 |  | 1
6-1162-SCR-146 |  | LA Special Provisions concerning Block B Aircraft |  | 1

* | 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 |  |  |  | October 8, 2012
|  |  |  | SA - 2
|  | BOEING PROPRIETARY |  |

SUPPLEMENTAL AGREEMENTS |  | DATED AS OF:
Supplemental Agreement No. 1 |  | June 29, 2012
Supplemental Agreement No. 2 |  | October , 2012

FED-PA-03712 |  |  |  | October 8, 2012
|  |  |  | SA - 2
|  | BOEING PROPRIETARY |  |

AIRCRAFT CONFIGURATION

between

THE BOEING COMPANY

and

FEDERAL EXPRESS CORPORATION

Exhibit A

to Purchase Agreement Number 3712

FED-PA-03712-EXA |  |  |  | October 8, 2012
|  |  |  | Page 1
|  | BOEING PROPRIETARY |  |

Exhibit A

AIRCRAFT CONFIGURATION

Dated October 8, 2012

relating to

BOEING MODEL 767-3S2F AIRCRAFT

Customer Detail Specification is D019T002FED63F-1, Rev NEW. Such Detail Specification will be comprised of Boeing Configuration Specification D019T002, revision K, dated as of April 30, 2011, and as amended to incorporate the Options attached hereto, including the effects on Manufacturer’s Empty Weight (MEW) and Operating Weight (OEW).

The Aircraft Basic Price reflects and includes all effects of such Optional Features, except such Aircraft Basic Price does not include the price effects of any Buyer Furnished Equipment or Seller Purchased Equipment.

FED-PA-03712-EXA |  |  |  | October 8, 2012
|  |  |  | Page 2
|  | BOEING PROPRIETARY |  |

08/28/2012

BOEING PROPRIETARY

Exhibit A To

Boeing Purchase Agreement

Configuration Item Number |  | Title |  | [ * ] |  | [ * ]
[ * ] |  | [ * ] |  | [ * ] |  | [ * ]
OPTIONS:[*] |  | TOTAL—SPECIAL FEATURES—EXHIBIT A: |  | [ * ] |  | [ * ]
|  | BOEING PROPRIETARY |  |  |  |

* | 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.

Page 1 of 1

BUYER FURNISHED EQUIPMENT VARIABLES

between

THE BOEING COMPANY

and

FEDERAL EXPRESS CORPORATION

Supplemental Exhibit BFE1 to Purchase Agreement Number 3712

P.A. No. 03712 SA-2 |  | BFE1 |  |
|  | BOEING PROPRIETARY |  |

BUYER FURNISHED EQUIPMENT VARIABLES

relating to

BOEING MODEL 767-300F AIRCRAFT

This Supplemental Exhibit BFE1 contains vendor selection dates, on-dock dates and other variables applicable to the Aircraft.

1. Supplier Selection.

Customer will:

1.1 Select and notify Boeing of the suppliers and part numbers of the following BFE items by the following dates:

Galley System |  |  |  | [ * ]
Galley Inserts |  |  |  | [ * ]
Seats (passenger) |  |  |  | N/A
Overhead & Audio System |  |  |  | [ * ]
In-Seat Video System |  |  |  | N/A
Miscellaneous Emergency Equipment |  |  |  | [ * ]
Cargo Handling System |  |  |  | [ * ]

* | 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. 03712 SA-2 |  | BFE1-1 |  |
|  | BOEING PROPRIETARY |  |

2. On-dock Dates.

On or before [*], Boeing will provide to Customer a BFE Requirements On-Dock/Inventory Document (BFE Document) or an electronically transmitted BFE Report which may be periodically revised, setting forth the items, quantities, on-dock dates and shipping instructions relating to the in-sequence installation of BFE. For planning purposes, a preliminary BFE on-dock schedule is set forth below:

Preliminary BFE on-dock dates for planning purposes only:

Month/Year Delivery |  | Qty |  | Seats |  | Galleys & Furnishings |  | Miscellaneous Emergency Equipment |  | Electronics |  | Textiles/Raw Materials |  | Cargo Handling System
[ * ] |  | [ * ] |  | [ * ] |  | [ * ] |  | [ * ] |  | [ * ] |  | [ * ] |  | [ * ]
[ * ] |  | [ * ] |  | [ * ] |  | [ * ] |  | [ * ] |  | [ * ] |  | [ * ] |  | [ * ]
[ * ] |  | [ * ] |  | [ * ] |  | [ * ] |  | [ * ] |  | [ * ] |  | [ * ] |  | [ * ]
[ * ] |  | [ * ] |  | [ * ] |  | [ * ] |  | [ * ] |  | [ * ] |  | [ * ] |  | [ * ]
[ * ] |  | [ * ] |  | [ * ] |  | [ * ] |  | [ * ] |  | [ * ] |  | [ * ] |  | [ * ]
[ * ] |  | [ * ] |  | [ * ] |  | [ * ] |  | [ * ] |  | [ * ] |  | [ * ] |  | [ * ]
[ * ] |  | [ * ] |  | [ * ] |  | [ * ] |  | [ * ] |  | [ * ] |  | [ * ] |  | [ * ]
[ * ] |  | [ * ] |  | [ * ] |  | [ * ] |  | [ * ] |  | [ * ] |  | [ * ] |  | [ * ]
[ * ] |  | [ * ] |  | [ * ] |  | [ * ] |  | [ * ] |  | [ * ] |  | [ * ] |  | [ * ]
[ * ] |  | [ * ] |  | [ * ] |  | [ * ] |  | [ * ] |  | [ * ] |  | [ * ] |  | [ * ]
[ * ] |  | [ * ] |  | [ * ] |  | [ * ] |  | [ * ] |  | [ * ] |  | [ * ] |  | [ * ]
[ * ] |  | [ * ] |  | [ * ] |  | [ * ] |  | [ * ] |  | [ * ] |  | [ * ] |  | [ * ]
[ * ] |  | [ * ] |  | [ * ] |  | [ * ] |  | [ * ] |  | [ * ] |  | [ * ] |  | [ * ]
[ * ] |  | [ * ] |  | [ * ] |  | [ * ] |  | [ * ] |  | [ * ] |  | [ * ] |  | [ * ]
[ * ] |  | [ * ] |  | [ * ] |  | [ * ] |  | [ * ] |  | [ * ] |  | [ * ] |  | [ * ]
[ * ] |  | [ * ] |  | [ * ] |  | [ * ] |  | [ * ] |  | [ * ] |  | [ * ] |  | [ * ]
[ * ] |  | [ * ] |  | [ * ] |  | [ * ] |  | [ * ] |  | [ * ] |  | [ * ] |  | [ * ]
[ * ] |  | [ * ] |  | [ * ] |  | [ * ] |  | [ * ] |  | [ * ] |  | [ * ] |  | [ * ]
[ * ] |  | [ * ] |  | [ * ] |  | [ * ] |  | [ * ] |  | [ * ] |  | [ * ] |  | [ * ]
[ * ] |  | [ * ] |  | [ * ] |  | [ * ] |  | [ * ] |  | [ * ] |  | [ * ] |  | [ * ]
[ * ] |  | [ * ] |  | [ * ] |  | [ * ] |  | [ * ] |  | [ * ] |  | [ * ] |  | [ * ]
[ * ] |  | [ * ] |  | [ * ] |  | [ * ] |  | [ * ] |  | [ * ] |  | [ * ] |  | [ * ]

* | 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. 03712 SA-2 |  | BFE1-1 |  |
|  | BOEING PROPRIETARY |  |

Preliminary BFE on-dock dates for planning purposes only:

Month/Year Delivery |  | Qty |  | Seats |  | Galleys & Furnishings |  | Miscellaneous Emergency Equipment |  | Electronics |  | Textiles/Raw Materials |  | Cargo Handling System
[ * ] |  | [ * ] |  | [ * ] |  | [ * ] |  | [ * ] |  | [ * ] |  | [ * ] |  | [ * ]
[ * ] |  | [ * ] |  | [ * ] |  | [ * ] |  | [ * ] |  | [ * ] |  | [ * ] |  | [ * ]

* | -On-dock dates for the following delivery positions are unavailable at this time as they are currently outside of our production schedule. As these aircraft are implemented into the production system, on-dock dates will become available though MBC (My Boeing Configuration).

[ * ] |  | [ * ] |  | [ * ] |  | [ * ] |  | [ * ] |  | [ * ] |  | [ * ] |  | [ * ]
[ * ] |  | [ * ] |  | [ * ] |  | [ * ] |  | [ * ] |  | [ * ] |  | [ * ] |  | [ * ]
[ * ] |  | [ * ] |  | [ * ] |  | [ * ] |  | [ * ] |  | [ * ] |  | [ * ] |  | [ * ]
[ * ] |  | [ * ] |  | [ * ] |  | [ * ] |  | [ * ] |  | [ * ] |  | [ * ] |  | [ * ]
[ * ] |  | [ * ] |  | [ * ] |  | [ * ] |  | [ * ] |  | [ * ] |  | [ * ] |  | [ * ]
[ * ] |  | [ * ] |  | [ * ] |  | [ * ] |  | [ * ] |  | [ * ] |  | [ * ] |  | [ * ]
[ * ] |  | [ * ] |  | [ * ] |  | [ * ] |  | [ * ] |  | [ * ] |  | [ * ] |  | [ * ]
[ * ] |  | [ * ] |  | [ * ] |  | [ * ] |  | [ * ] |  | [ * ] |  | [ * ] |  | [ * ]
[ * ] |  | [ * ] |  | [ * ] |  | [ * ] |  | [ * ] |  | [ * ] |  | [ * ] |  | [ * ]
[ * ] |  | [ * ] |  | [ * ] |  | [ * ] |  | [ * ] |  | [ * ] |  | [ * ] |  | [ * ]
[ * ] |  | [ * ] |  | [ * ] |  | [ * ] |  | [ * ] |  | [ * ] |  | [ * ] |  | [ * ]
[ * ] |  | [ * ] |  | [ * ] |  | [ * ] |  | [ * ] |  | [ * ] |  | [ * ] |  | [ * ]
[ * ] |  | [ * ] |  | [ * ] |  | [ * ] |  | [ * ] |  | [ * ] |  | [ * ] |  | [ * ]
Sub-total |  | 42 |  |  |  |  |  |  |  |  |  |  |  |

The following four (4) [ * ] aircraft with [ * ]:

Month/Year Delivery |  | Qty |  | Seats |  | Galleys & Furnishings |  | Miscellaneous Emergency Equipment |  | Electronics |  | Textiles/Raw Materials |  | Cargo Handling System
[ * ] |  | [ * ] |  | [ * ] |  | [ * ] |  | [ * ] |  | [ * ] |  | [ * ] |  | [ * ]
[ * ] |  | [ * ] |  | [ * ] |  | [ * ] |  | [ * ] |  | [ * ] |  | [ * ] |  | [ * ]
[ * ] |  | [ * ] |  | [ * ] |  | [ * ] |  | [ * ] |  | [ * ] |  | [ * ] |  | [ * ]
[ * ] |  | [ * ] |  | [ * ] |  | [ * ] |  | [ * ] |  | [ * ] |  | [ * ] |  | [ * ]

* | 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. 03712 SA-2 |  | BFE1-2 |  |
|  | BOEING PROPRIETARY |  |

Preliminary BFE on-dock dates for planning purposes only:

Month/Year Delivery |  | Qty |  | Seats |  | Galleys & Furnishings |  | Miscellaneous Emergency Equipment |  | Electronics |  | Textiles/Raw Materials |  | Cargo Handling System
[ * ] |  | [ * ] |  | [ * ] |  | [ * ] |  | [ * ] |  | [ * ] |  | [ * ] |  | [ * ]
Total Aircaft |  | 46 |  |  |  |  |  |  |  |  |  |  |  |
[*]. |  |  |  |  |  |  |  |  |  |  |  |  |  |

3. Additional Delivery Requirements—Import.

Customer will be the “importer of record” (as defined by the U.S. Customs and Border Protection) for all BFE imported into the United States, and as such, it has the responsibility to ensure all of Customer’s BFE shipments comply with U.S. Customs Service regulations. In the event Customer requests Boeing, in writing, to act as importer of record for Customer’s BFE, and Boeing agrees to such request, Customer is responsible for ensuring Boeing can comply with all U.S. Customs Import Regulations by making certain that, at the time of shipment, all BFE shipments comply with the requirements in the “International Shipment Routing Instructions”, including the Customs Trade Partnership Against Terrorism (C-TPAT), as set out on the Boeing website referenced below. Customer agrees to include the International Shipment Routing Instructions, including C-TPAT requirements, in each contract between Customer and BFE supplier.

http://www.boeing.com/companyoffices/doingbiz/supplier_portal/index_general.html

* | 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.

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.

P.A. No. 03712 SA-2 |  | BFE1-3 |  |
|  | BOEING PROPRIETARY |  |