EX-10.28 15 fdx-ex10_28.htm EX-10.28

Exhibit 10.28

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. 19

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 27 th day of October, 2011, 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 re-schedule the delivery of certain Aircraft (Affected Aircraft) as identified in the table below:

Manufacturer’s Serial Number (MSN) |  | Table |  | Current Delivery Dates of Affected Aircraft |  | Revised Delivery Dates of Affected Aircraft
[ * ] |  | Table 1-D |  | [ * ] |  | [ * ]
[ * ] |  | Table 1 |  | [ * ] |  | [ * ]

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. No. 3157 |  | 1 |  | SA 19
BOEING PROPRIETARY

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. 19.

2. | Remove and replace, in its entirety, the “Table 1” with the revised Table 1 attached hereto to reflect the delivery date, pricing and advance payments as a result of rescheduling the Affected Aircraft bearing MSN [ * ].

3. | Remove and replace, in its entirety, the “Table 1-D” with the revised Table 1-D attached hereto to reflect the delivery date, pricing and advance payments as a result of the rescheduling the Affected Aircraft bearing MSN [ * ].

4. | Customer and Boeing hereby acknowledge and confirm that Letter Agreement 6-1162-RRO-1144R5 entitled [ * ] is hereby cancelled and replaced in its entirety with Letter Agreement 6-1162-RRO-1144R6 entitled [ * ].

5. | [ * ]

6. | This Supplemental Agreement No. 19 shall not be effective unless executed and delivered by Customer on or prior to October 31, 2011.

7. | For the avoidance of doubt, notwithstanding the rescheduling of the Affected Aircraft, Special Matters Letter Agreement 6-1162-RCN-1790 continues to apply to MSN [ * ] and Special Matters Letter Agreement FED-PA-LA-1001683R1 continues to apply to MSN [ * ].

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

* | 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 19
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 |  |  | 19 |
1B Block B Aircraft Information Table |  |  | 4 |
1C Block C Aircraft Information Table |  |  | 13 |
1C1 Block C Aircraft Information Table (MSN [ * ]) |  |  | 11 |
1C2 Block C Aircraft Information Table |  |  | 16 |
1D Block D Aircraft Information Table |  |  | 19 |
EXHIBIT |  |  |  |
A. Aircraft Configuration |  |  | 4 |
A1. Aircraft Configuration (Block B Aircraft) |  |  | 4 |
A2. Aircraft Configuration (Block C Aircraft except MSN [ * ]) |  |  | 11 |
A3. Aircraft Configuration (Block C Aircraft w/ MSN [ * ]) |  |  | 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 |  |  |  |

* | 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 |  | 3 |  | SA 19
BOEING PROPRIETARY

|  |  |  | SA
LETTER AGREEMENT |  |  |  | NUMBER
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
|  | Attachment to Letter 6-1162-RRO-1062 |  | 16
6-1162-RRO-1065 |  | Performance Guarantees for Block B Aircraft |  | 4
6-1162-RRO-1066R1 |  | 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-1000790R2 |  | Special Matters for Block C Aircraft |  | 16
FED-PA-LA-1001683R1 |  | Special Matters for Block D Aircraft |  | 16
6-1162-RRO-1144R 6 |  | [ * ] |  | 19

* | 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 |  | 4 |  | SA 19
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, 2011
Supplemental Agreement No. 18 |  | March 31, 2011
Supplemental Agreement No. 19 |  | October __, 2011

P.A. No. 3157 |  | 5 |  | SA 19
BOEING PROPRIETARY

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

October 27, 2011

6-1162-RRO-1144 R6

Federal Express Corporation

3610 Hacks Cross Road

Memphis, TN 38125

Attention: Mr. Kevin Burkhart
Managing Director — Aircraft Acquisitions & Sales
Subject: |  | [ * ]
Reference: |  | Supplemental Agreement No. 8, Nos. 13 through No. 16, No. 18 and No. 19 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 Agreements No. 8, Nos. 13 through No. 16, No. 18 and No. 19 , Boeing has agreed 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.

P.A. No. 3157, 6-1162-RRO-1144R6 |  | BOEING PROPRIETARY |  | SA-19
[ * ] |  |  |  | Page 1

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 forgoing, 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 company, FedEx Corporation, to its professional advisors under a duty of confidentiality with respect hereto, and as required by law.

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

* | 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, 6-1162-RRO-1144R6 |  | BOEING PROPRIETARY |  | SA-19
[ * ] |  |  |  | Page 2

Very truly yours,

THE BOEING COMPANY

By |  | /s/ STUART C. ROSS
Its |  | Attorney-In-Fact

ACCEPTED AND AGREED TO this

Date: October 27, 2011

FEDERAL EXPRESS CORPORATION

By |  | /s/ PHILLIP C. BLUM
Its |  | VP, Aircraft Acquisitions & SAO

Attachment

* | 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 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.

P.A. 3157, 6-1162-RRO-1144R6 |  | BOEING PROPRIETARY |  | SA-19
[ * ] |  |  |  | Page 3