Exhibit 10.11
FedEx contract07-0255-036
Supplemental Agreement No. 27
to
Purchase Agreement No. 3157
between
The Boeing Company
And
Federal Express Corporation
Relating to Boeing Model777-FREIGHTER Aircraft
THIS SUPPLEMENTAL AGREEMENT No. 27(SA-27), entered into as of the12th day ofOctober 2017, by and between THE BOEING COMPANY (Boeing) and FEDERAL EXPRESS CORPORATION (Customer);
WITNESSETH:
A. 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 Model777-FREIGHTER Aircraft (Aircraft);
B. WHEREAS, Customer desires to reschedule the delivery month of one (1) Block B Aircraft as shown in the table below(SA-27 Accelerated Block B Aircraft):
Aircraft Block | Existing Delivery Month of Aircraft | Revised Delivery Month of Aircraft | ||
| B | [*] | [*] |
C. WHEREAS, Boeing has agreed to provide additional commercial and business considerations for theSA-27 Accelerated Block B Aircraft.
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 |
| * | Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule24b-2 under the Securities Exchange Act of 1934, as amended. |
| P.A. No. 3157 | 1 | SA–27 | ||
| BOEING PROPRIETARY | ||||
reflect the changes made by this Supplemental Agreement No. 27.
| 2. | Boeing and Customer agree that upon execution of this Supplemental Agreement No. 27 theSA-27 Accelerated Block B Aircraft is hereby rescheduled as described in Recital Paragraph B above. |
| 3. | Remove and replace, in its entirety, “Table1-A”, with the revised Table1-A, attached hereto, revised to reflect revised delivery month and [*], Advance Payment Base Price and Advance Payments, subject to Paragraph 4, below, resulting from the reschedule of theSA-27 Accelerated Block B Aircraft. |
| 4. | Add Letter Agreement6-1162-LKJ-0758,Special Matters –SA-27 Accelerated Block B Aircraft, attached hereto, to reflect additional commercial and business considerations to be provided for theSA-27 Accelerated Block B Aircraft. For the avoidance of doubt, theSA-27 Accelerated Block B Aircraft also retains the commercial and business considerations applicable to Block B Aircraft. |
| 5. | As a result of the changes incorporated in this Supplemental Agreement No. 27, Customer will owe a payment to Boeing in an amount equal to [*](SA-27 Payment Amount). Customer will pay Boeing suchSA-27 Payment Amount within three (3) business days of executing this Supplemental Agreement No. 27. |
| 6. | This Supplemental Agreement No. 27 to the Purchase Agreement shall not be effective unless executed and delivered by the parties on or prior to October 13, 2017. |
| * | Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule24b-2 under the Securities Exchange Act of 1934, as amended. |
| P.A. No. 3157 | 2 | SA–27 | ||
| BOEING PROPRIETARY | ||||
EXECUTED as of the day and year first above written.
| THE BOEING COMPANY | FEDERAL EXPRESS CORPORATION | |||||||
| By: | /s/ L. Kirsten Jensen | By: | /s/ Ray Carroll | |||||
| Its: | Attorney-In-Fact | Its: | Vice President | |||||
| P.A. No. 3157 | 3 | SA–27 | ||
| BOEING PROPRIETARY | ||||
TABLE OF CONTENTS
ARTICLES | SA | |||||
1. | Quantity, Model and Description | |||||
2. | Delivery Schedule | |||||
3. | Price | |||||
4. | Payment | |||||
5. | Miscellaneous | |||||
TABLE | ||||||
1. | Aircraft Information Table | 15 | ||||
1A | Block B Firm Aircraft Information Table | 27 | ||||
1B | Block B Conditional Firm Aircraft Information Table | 26 | ||||
1C | Block C Aircraft Information Table | 13 | ||||
1C1 | Block C Aircraft Information Table (MSN 39285) | 11 | ||||
1C2 | Block C Aircraft Information Table | 26 | ||||
1D | Block D Aircraft Information Table | 20 | ||||
EXHIBIT | ||||||
A. | Aircraft Configuration | 4 | ||||
A1. | Aircraft Configuration (Block B Aircraft) | 4 | ||||
A2. | Aircraft Configuration (Block C Aircraft except MSN 39285) | 11 | ||||
A3. | Aircraft Configuration (Block C Aircraft w/ MSN 39285) | 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 | |||||
| P.A. No. 3157 | 4 | SA–27 | ||
| BOEING PROPRIETARY | ||||
LETTER AGREEMENT | SA NUMBER | |||
3157-01 | 777 Spare Parts Initial Provisioning | |||
3157-02 | Demonstration Flight Waiver | |||
6-1162-RCN-1785 | Demonstrated Compliance | |||
6-1162-RCN-1789 | Option Aircraft Attachment to Letter6-1162-RCN-1789 | Exercised in SA # 4 | ||
6-1162-RCN-1790 | Special Matters | |||
6-1162-RCN-1791 | Performance Guarantees | 4 | ||
6-1162-RCN-1792 | Liquidated DamagesNon-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-1799R1 | [*] | 24 | ||
6-1162-RRO-1062 | Option Aircraft Attachment to Letter6-1162-RRO-1062 | 26 | ||
6-1162-RRO-1065 | Performance Guarantees for Block B Aircraft | 4 | ||
6-1162-RRO-1066R1 | Special Matters for Block B Aircraft | 22 | ||
6-1162-RRO-1067 | Special Matters for Option Aircraft detailed in Letter Agreement6-1162-RRO-1062 | 4 | ||
6-1162-RRO-1068 | Special Provision – Block B Aircraft | 4 | ||
FED-PA-LA-1000790R3 | Special Matters for Block C Aircraft | 20 | ||
FED-PA-LA-1001683R2 | Special Matters for Block D Aircraft | 19 | ||
6-1162-RRO-1144R7 | [*] as related to SAs #8, #13 through #16, SA # 18 through SA #20 | 20 | ||
6-1162-SCR-137 | 777F Miscellaneous Matters | 20 | ||
6-1162-SCR-154 | [*] Letter | 22 | ||
6-1162-SCR-155 | [*] Engine Hard Mount Letter | 22 | ||
6-1162-SCR-186 | [*],Non-Isolated Engine Mounts Letter | 23 | ||
6-1162-SCR-193 | [*] Matters | 23 | ||
| * | Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. |
| P.A. No. 3157 | 5 | SA–27 | ||
| BOEING PROPRIETARY | ||||
LETTER AGREEMENT | SA NUMBER | |||
6-1162-LKJ-0726 | [*] | 24 | ||
| SA-24 Accelerated Block B Aircraft | ||||
6-1162-LKJ-0737 | Special Matters –SA-26 Accelerated Block C Aircraft | 26 | ||
6-1162-LKJ-0758 | Special Matters –SA-27 Accelerated Block B Aircraft | 27 | ||
| * | Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule24b-2 under the Securities Exchange Act of 1934, as amended. |
| P.A. No. 3157 | 6 | SA–27 | ||
| BOEING PROPRIETARY | ||||
SUPPLEMENTAL AGREEMENTS | SA 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, 211 | |
Supplemental Agreement No. 18 | March 31, 2011 | |
Supplemental Agreement No. 19 | October 27, 2011 | |
Supplemental Agreement No. 20 | December 14, 2011 | |
Supplemental Agreement No. 21 | June 29, 2012 | |
Supplemental Agreement No. 22 | December 11, 2012 | |
Supplemental Agreement No. 23 | December 10, 2013 | |
Supplemental Agreement No. 24 | May 4, 2016 | |
Supplemental Agreement No. 25 | June 10, 2016 | |
| P.A. No. 3157 | 7 | SA–27 | ||
| BOEING PROPRIETARY | ||||
Supplemental Agreement No. 26 | February10, 2017 | |
Supplemental Agreement No. 27 | October , 2017 | |
| P.A. No. 3157 | 8 | SA–27 | ||
| BOEING PROPRIETARY | ||||
Table1-A to Purchase Agreement No. 3157
Aircraft Delivery, Description, Price and Advance Payments
Block B Firm
| Airframe Model/MTOW: | 777-Freighter | 766000 pounds | Detail Specification:D019W007FED7F-1, Rev G dated July 25, 2012 | |||||||
| Engine Model/Thrust: | GE90-110B1L | 110000 pounds | Airframe Price Base Year/Escalation Formula: | [*] | ECI-MFG/CPI | |||||
| Airframe Price: | [*] | Engine Price Base Year/Escalation Formula: | N/A | N/A | ||||||
| Optional Features: | [*] | |||||||||
| ||||||||||
| Sub-Total of Airframe and Features: | [*] | Airframe Escalation Data: | ||||||||
| Engine Price (Per Aircraft): | [*] | Base Year Index (ECI): | [*] | |||||||
| Aircraft Basic Price (Excluding BFE/SPE): | [*] | Base Year Index (CPI): | [*] | |||||||
| ||||||||||
| Buyer Furnished Equipment (BFE) Estimate: | [*] | |||||||||
| Seller Purchased Equipment (SPE) Estimate: | [*] | |||||||||
| Non-Refundable Deposit/Aircraft at Def Agreement: | [*] | |||||||||
Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery): | ||||||||||||||||||
| Delivery | Number of | Escalation Factor | MSN | Escalation Estimate Adv Payment Base | At Signing | 24 Mos. | 21/18/15/12/9/6 Mos. | Total | ||||||||||
Date | Aircraft | (Airframe) |
| Price Per A/P | 1% | 4% | 5% | 35% | ||||||||||
[*] | 1 | [*] | [*] | [*] | [*] | [*] | [*] | [*] | ||||||||||
[*] | 1 | [*] | [*] | [*] | [*] | [*] | [*] | [*] | ||||||||||
[*] | 1 | [*] | [*] | SA-24 Accelerted Block B Aircraft | [*] | [*] | [*] | [*] | [*] | |||||||||
[*] | 1 | [*] | [*] | [*] | [*] | [*] | [*] | [*] | ||||||||||
[*] | 1 | [*] | [*] | SA-27 Accelerated Block B Aircraft | [*] | [*] | [*] | [*] | [*] | |||||||||
Total: | 5 | 1 SA-24 Accelerated Block B Aircraft. [*] for theSA-24 Accelerated Block B Aircraft are subject to Letter Agreement6-1162-LKJ-0726. | ||||||||||||||||
2 SA-27 Accelerated Block B Aircraft. [*] for theSA-27 Accelerated Block B Aircraft are subject to Letter Agreement6-1162-LKJ-0758. | ||||||||||||||||||
NOTES: [*]
| * | Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule24b-2 under the Securities Exchange Act of 1934, as amended. |
| APR No. 62654, 79650,106232 | Supplemental Agreement No. 27 | |||
| BOEING PROPRIETARY | ||||
 | The Boeing Company | |
| P.O. Box 3707 | ||
| Seattle, WA 98124-2207 |
FedEx contract #07-0255-M
6-1162-LKJ-0758
Federal Express Corporation
3131 Democrat Road
Memphis, TN 38125
| Subject: | Special Matters –SA-27 Accelerated Block B Aircraft | |
| Reference: | (a) Purchase Agreement No. 3157 (Purchase Agreement) between The Boeing Company (Boeing) and Federal Express Corporation (Customer) relating toModel 777-FREIGHTER aircraft (Aircraft) | |
| (b) Letter Agreement6-1162-RCN-1799R1, [*] | ||
This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement. The terms of this Letter Agreement apply to theSA-27 Accelerated Block B Aircraft as defined in Supplemental Agreement No. 27 to the Purchase Agreement(SA-27).
1. In consideration of the acceleration of theSA-27 Accelerated Block B Aircraft, Boeing will provide Customer, the following additional business considerations.
| 1.1 | [*]Advance Payment. |
As a consequence of the acceleration of theSA-27 Accelerated Block B Aircraft, Customer will owe certain advance payments for theSA-27 Accelerated Block B Aircraft before [*] in accordance with the advance payment schedule provided in Table1-A of the Purchase Agreement (Standard Advance Payment Schedule). [*]
| 1.2 | [*] |
| [*] |
| 1.2.1 | [*] |
| [*] |
| 1.2.2 | Performance Period. |
Notwithstanding paragraph 1.4, of the reference (b) letter agreement, the Performance Period for the [*] set forth in paragraph 1.2.1 above will be the period beginning on the date of this Letter Agreement and ending one (1) year after the scheduled delivery of theSA-27 Accelerated Block B Aircraft.
| * | Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule24b-2 under the Securities Exchange Act of 1934, as amended. |
| 6-1162-LKJ-0758 | Page 1 | |||
| Special Matters –SA-27 Accelerated Block B Aircraft | SA-27 | |||
| BOEING PROPRIETARY | ||||
| 1.2.3 | Method of Performance. |
| [*] |
| 2. | ASSIGNMENT. |
The commercial and other business arrangements set forth in this Letter Agreement are [*] to Customer and in consideration of Customer taking title to theSA-27 Accelerated Block B Aircraft at the time of delivery and cannot be assigned, in whole or in part, without the prior written consent of Boeing.
| 3. | CONFIDENTIAL TREATMENT. |
Customer and Boeing consider 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 corporation, FedEx Corporation, to its professional advisors under a duty of confidentiality with respect hereto, and as required by law.
| * | Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule24b-2 under the Securities Exchange Act of 1934, as amended. |
| 6-1162-LKJ-0758 | Page 2 | |||
| Special Matters – SA-27 Accelerated Block B Aircraft | SA-27 | |||
| BOEING PROPRIETARY | ||||
Very truly yours,
| THE BOEING COMPANY | ||||
| By | /s/ L. Kirsten Jensen | |||
| Its | Attorney-In-Fact | |||
ACCEPTED AND AGREED TO this
| Date: | October 12, 2017 |
| FEDERAL EXPRESS CORPORATION | ||
| By | /s/ Ray Carroll | |
| Its | Vice President | |
| 6-1162-LKJ-0758 | Page 3 | |||
| Special Matters – SA-27 Accelerated Block B Aircraft | SA-27 | |||
| BOEING PROPRIETARY | ||||