Tables. A Firm Aircraft Information Table 1 1-A1 Block C Aircraft Information Table 3 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 A Aircraft Configuration 2 B Aircraft Delivery Requirements and Responsibilities 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 November 29, 2012 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 XX-0000000 XXXX 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-1106584R2 LA- Performance Guarantees 3 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 0-0000-XXX-000 XX Special Provisions concerning Block B Aircraft 1 * 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. FED-PA-03712 November 29, 2012 Supplemental Agreement No. 1 June 29, 2012 Supplemental Agreement No. 2 October 8, 2012 FED-PA-03712 November 29, 2012 Airframe Model/MTOW: 767-300F 408000 pounds Detail Specification: D019T002-K dated April 30, 2011 Engine Model/Thrust: CF6-80C2B6F 60200 pounds Airframe Price Base Year/Escalation Formula: [*] ECI-MFG/CPI Airframe Price: [ * ] Engine Price Base Year/Escalation Formula: [*] GE CF6-80 & GE90 (99 rev.) 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: [ * ] Engine Escalation Data: Seller Purchased Equipment (SPE) Estimate: [ * ] Base Year Index (CPI): [*] Deposit per Aircraft: [ * ] [ * ] [ * ] [ * ] [ * ] 43544 [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] TBD [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] TBD [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] 43542 [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] 43543 [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] TBD [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] TBD [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] 43545 [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] 43546 [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] 43547 [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] 43548 [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] 43549 [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] 43550 [ * ] [ * ] [ * ] [ * ] [ * ] Note: The escalation forecast used for this table is 4Q 2011. * Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Act of 1934, as amended. The Boeing Company X.X. Xxx 0000 Xxxxxxx, XX 00000-0000 FED-PA-03712-LA-1106584R2 Federal Express Corporation 0000 Xxxxx Xxxxx Xxxx Xxxxxxx, XX 00000 Subject: Aircraft Performance Guarantees Reference: Purchase Agreement No. 3712 (Purchase Agreement) between The Boeing Company (Boeing) and Federal Express Corporation (Customer) relating to Model 767-3S2F firm aircraft listed on Table 1-A and Table 1-A1 or as otherwise agreed by Boeing and Customer in writing (Aircraft) This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. In addition, this Letter Agreement cancels and supersedes FED-PA-03712-LA-1106584R1 in its entirety. All terms used but not defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement. Boeing agrees to provide Customer with the performance guarantees in the Attachment. These guarantees [ * ] expire upon delivery of the Aircraft to Customer. Customer agrees to limit the remedy for non-compliance of any performance guarantee to the terms in Letter Agreements No. FED-PA-03712-LA-1106153 entitled “Liquidated Damages – Non-Excusable Delay” and FED-PA-03712-LA-1106574 entitled “Agreement for Deviation [ * ].” 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 its professional advisors under a duty of confidentiality with respect thereto, and as required by law. * 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. FED-PA-037112-LA-1106584R2 November 29, 2012 Very truly yours, THE BOEING COMPANY By /s/ XXXXXX X. XXXX Its Attorney-In-Fact ACCEPTED AND AGREED TO this Date: December 11, 2012 FEDERAL EXPRESS CORPORATION By /s/ XXXXXXX X. XXXX Its Vice President Aircraft Acquisition FED-PA-03712-LA-1106584R2 November 29, 2012 Attachment to Letter Agreement No. FED-PA-03712-LA-1106584R2 CF6-80C2B6F Engines Page 1 P.A. No. 3712 SS12-0336 AERO-B-BBA4-M11-1089B BOEING PROPRIETARY Attachment to Letter Agreement No. FED-PA-03712-LA-1106584R2 CF6-80C2B6F Engines * 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.
Appears in 1 contract
Samples: Supplemental Agreement (Fedex Corp)
Tables. A Firm Aircraft Information Table 1 1-A1 Block C Aircraft Information Table 3 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 A Aircraft Configuration 2 B Aircraft Delivery Requirements and Responsibilities 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 November 29, 2012 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 XX-0000000 XXXX 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-1106584R2 LA- Performance Guarantees 3 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 0-0000-XXX-000 XX Special Provisions concerning Block B Aircraft 1 * Blank spaces contained confidential information which that has been filed separately with the Securities and Exchange Commission excluded pursuant to Rule 24b-2 under Item 601(b)(10)(iv) of Regulation S-K because it is both (i) not material and (ii) the Securities Exchange Act of 1934, type that FedEx treats as amendedprivate or confidential. FED-PA-03712 November 29, 2012 Supplemental Agreement No. 1 June 29, 2012 Supplemental Agreement No. 2 October 8, 2012 FED-PA-03712 November 29, 2012 Airframe Model/MTOW: 767-300F 408000 pounds Detail Specification: D019T002-K dated April 30, 2011 Engine Model/Thrust: CF6-80C2B6F 60200 pounds Airframe Price Base Year/Escalation Formula: [*] ECI-MFG/CPI Airframe Price: [ * ] Engine Price Base Year/Escalation Formula: [*] GE CF6-80 & GE90 (99 rev.) 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: [ * ] Engine Escalation Data: Seller Purchased Equipment (SPE) Estimate: [ * ] Base Year Index (CPI): [*] Deposit per Aircraft: [ * ] [ * ] [ * ] [ * ] [ * ] 43544 [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] TBD [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] TBD [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] 43542 [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] 43543 [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] TBD [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] TBD [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] 43545 [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] 43546 [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] 43547 [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] 43548 [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] 43549 [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] 43550 [ * ] [ * ] [ * ] [ * ] [ * ] Note: The escalation forecast used for this table is 4Q 2011. * Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Act of 1934, as amended. The Boeing Company X.X. Xxx 0000 Xxxxxxx, XX 00000-0000 FED-PA-03712-LA-1106584R2 Federal Express Corporation 0000 Xxxxx Xxxxx Xxxx Xxxxxxx, XX 00000 Subject: Aircraft Performance Guarantees Reference: Purchase Agreement No. 3712 (Purchase Agreement) between The Boeing Company (Boeing) and Federal Express Corporation (Customer) relating to Model 767-3S2F firm aircraft listed on Table 1-A and Table 1-A1 or as otherwise agreed by Boeing and Customer in writing (Aircraft) This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. In addition, this Letter Agreement cancels and supersedes FED-PA-03712-LA-1106584R1 in its entirety. All terms used but not defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement. Boeing agrees to provide Customer with the performance guarantees in the Attachment. These guarantees [ * ] expire upon delivery of the Aircraft to Customer. Customer agrees to limit the remedy for non-compliance of any performance guarantee to the terms in Letter Agreements No. FED-PA-03712-LA-1106153 entitled “Liquidated Damages – Non-Excusable Delay” and FED-PA-03712-LA-1106574 entitled “Agreement for Deviation [ * ].” 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 its professional advisors under a duty of confidentiality with respect thereto, and as required by law. * Blank spaces contained confidential information which that has been filed separately with the Securities and Exchange Commission excluded pursuant to Rule 24b-2 under Item 601(b)(10)(iv) of Regulation S-K because it is both (i) not material and (ii) the Securities Exchange Act of 1934, type that FedEx treats as amendedprivate or confidential. FED-PA-037112-LA-1106584R2 November 29, 2012 Very truly yours, THE BOEING COMPANY By /s/ XXXXXX X. XXXX Its Attorney-In-Fact ACCEPTED AND AGREED TO this Date: December 11, 2012 FEDERAL EXPRESS CORPORATION By /s/ XXXXXXX X. XXXX Its Vice President Aircraft Acquisition FED-PA-03712-LA-1106584R2 November 29, 2012 Attachment to Letter Agreement No. FED-PA-03712-LA-1106584R2 CF6-80C2B6F Engines Page 1 P.A. NoMODEL 767-300 FREIGHTER PERFORMANCE GUARANTEES 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. 3712 SS12-0336 AERO-B-BBA4-M11-1089B BOEING PROPRIETARY Attachment FedEx will furnish supplementally copies of these attachments to Letter Agreement No. FED-PA-03712-LA-1106584R2 CF6-80C2B6F Engines * 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 amendedor its staff upon request.
Appears in 1 contract
Samples: Supplemental Agreement (Fedex Corp)
Tables. A Firm Aircraft Information Table 1 10 1-A1 Block C Aircraft Information Table 3 10 1-A2 Block E, Block F and Block G Aircraft Information Table 10 1-B Exercised Option Aircraft Information Table 2 10 1-B1 Exercised Block D Option Aircraft Information Table 2 1-C Exercised Purchase Right Aircraft Information Table 2 A Aircraft Configuration 2 4 B Aircraft Delivery Requirements and Responsibilities 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 November 29, 2012 LA-1106151R1 LA- [ * ] SA-10 LA-0000000X0 LA-Special Matters Concerning [*] – Option Aircraft 1 and Certain Purchase Right Aircraft 6 LA-1106152 LA- [ * ] LA-Special Matters Concerning [*] – Firm Aircraft LA-1106153 LA-Liquidated Damages Non-Excusable Delay LA-1106154R1 LA-1106154R2 LA-Firm Aircraft and Option Aircraft Delivery Matters 1 6 LA-1106155 LA-Open Configuration Matters LA-1106156R1 LA-1106156R2 LA-Option Aircraft 6 Attachment 1 XX-0000000 XXXX 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-1106158R1 LA- LA-1106158R3 LA-Right to Purchase Right Additional Aircraft 1 8 LA-1106159R1 LA- LA-Special Matters Concerning [ * [*] 1 LA-1106160 LA-Spare Parts Initial Provisioning LA-1106163 LA-Demonstration Flight Waiver LA-1106177 [ * LA-1106177R1 LA-[*] 6 LA-1106207R1 LA-Special Matters Firm Aircraft 1 LA-1106208R1 LA-Special Matters Option Aircraft 1 LA-1106574 LA- LA-0000000X0 LA-Agreement for Deviation from [ * the [*] LA-1106584R2 LA- 6 LA-1106584R4 LA-Aircraft Performance Guarantees 3 6 LA-1106586 LA-Miscellaneous Matters LA-1106614 LA-1106614R2 LA-Special Matters for Purchase Right Aircraft 8 LA-1106824 LA-Customer Support Matters LA-1208292 LA- [ * ] Special Matters – Block B and C Aircraft 1 LA-1208296 LA-1208292R2 LA-Special Matters Exercised Concerning Escalation – Xxxxx X, Xxxxx X, Xxxxx X, Xxxxx F and Block G Aircraft 6 LA-1208296R1 LA-Special Matters for Block D Option Aircraft 1 6 LA-1208949 LA-Special Matters Block C Aircraft in Table 1-A1 1 06-00001162-XXX-000 XX SCR-146R1 LA Special Provisions concerning Provision – Block B and Block G Aircraft 1 6 LA-1306854R1 Performance Guarantees, Demonstrated Compliance 6 6-1162-LKJ-0696R6 LA-[*] 6 6-1162-LKJ-0705 LA-Special Matters for Xxxxx X, Xxxxx X xxx Xxxxx X Xxxxxxxx in Table 1-A2 6-1162-LKJ-0707 LA- Agreement Regarding [*] 6 * Blank spaces contained confidential information which that has been filed separately with the Securities and Exchange Commission excluded pursuant to Rule 24b-2 under Item 601(b)(10)(iv) of Regulation S-K because it is both (i) not material and (ii) the Securities Exchange Act of 1934, type that FedEx treats as amendedprivate or confidential. FED-PA-03712 November 29, 2012 SA-10 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 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 FED-PA-03712 November 29, 2012 Airframe Model/MTOW: 767SA-10 6-300F 408000 pounds Detail Specification: D019T0021162-K dated April 30, 2011 Engine Model/Thrust: CF6-80C2B6F 60200 pounds Airframe Price Base Year/Escalation Formula: [*] ECI-MFG/CPI Airframe Price: [ * ] Engine Price Base Year/Escalation Formula: [*] GE CF6-80 & GE90 (99 rev.) 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: [ * ] Engine Escalation Data: Seller Purchased Equipment (SPE) Estimate: [ * ] Base Year Index (CPI): [*] Deposit per Aircraft: [ * ] [ * ] [ * ] [ * ] [ * ] 43544 [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] TBD [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] TBD [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] 43542 [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] 43543 [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] TBD [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] TBD [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] 43545 [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] 43546 [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] 43547 [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] 43548 [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] 43549 [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] 43550 [ * ] [ * ] [ * ] [ * ] [ * ] Note: The escalation forecast used for this table is 4Q 2011. * Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Act of 1934, as amended. The Boeing Company X.X. Xxx 0000 Xxxxxxx, XX 00000-0000 FED-PA-03712-LA-1106584R2 LKJ-0744 Federal Express Corporation 0000 Xxxxx Xxxxx Xxxx Xxxxxxx, XX 00000 Subject: Special Considerations – SA-10 Accelerated Aircraft Performance Guarantees Reference: (a) Purchase Agreement No. 3712 PA-3712 (Purchase Agreement) between The Boeing Company (Boeing) and Federal Express Corporation (Customer) relating to Model 767-3S2F firm aircraft listed on Table 1-A and Table 1-A1 or as otherwise agreed by Boeing and Customer in writing (Aircraft) This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. In addition, this Letter Agreement cancels and supersedes FED-PA-03712-LA-1106584R1 in its entirety. All terms used but not defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement. Boeing agrees to provide Customer with the performance guarantees in the Attachment. These guarantees [ * ] expire upon delivery of the Aircraft to Customer. Customer agrees to limit the remedy for non-compliance of any performance guarantee to the terms in Letter Agreements No. FED-PA-03712-LA-1106153 entitled “Liquidated Damages – Non-Excusable Delay” and FED-PA-03712-LA-1106574 entitled “Agreement for Deviation [ * ].” 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 its professional advisors under a duty of confidentiality with respect thereto, and as required by law. * 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. FED-PA-037112-LA-1106584R2 November 29, 2012 Very truly yours, THE BOEING COMPANY By /s/ XXXXXX X. XXXX Its Attorney-In-Fact ACCEPTED AND AGREED TO this Date: December 11, 2012 FEDERAL EXPRESS CORPORATION By /s/ XXXXXXX X. XXXX Its Vice President Aircraft Acquisition FED-PA-03712-LA-1106584R2 November 29, 2012 Attachment to Letter Agreement No. FED-PA-03712-LA-1106584R2 CF6-80C2B6F Engines Page 1 P.A. No. 3712 SS12-0336 AERO-B-BBA4-M11-1089B BOEING PROPRIETARY Attachment to Letter Agreement No. FED-PA-03712-LA-1106584R2 CF6-80C2B6F Engines * 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.)
Appears in 1 contract
Samples: Supplemental Agreement (Fedex Corp)
Tables. A Firm Aircraft Information Table 1 1-A1 Block C Aircraft Information Table 3 5 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 A Aircraft Configuration 2 4 B Aircraft Delivery Requirements and Responsibilities 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 November 29SA - 5 September 23, 2012 2014 LETTER AGREEMENTS SA Number LA-1106151R1 LA- [ * LA-[*] Special Matters – Option Aircraft 1 LA-1106152 LA- [ * 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 XX-0000000 XXXX 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-[*] LA-1106207R1 LA-Special Matters Firm Aircraft 1 LA-1106208R1 LA-Special Matters Option Aircraft 1 LA-1106574 LA- Deviation from [ * [*] LA-1106584R2 LA- Performance Guarantees 3 LA-1106586 LA-Miscellaneous Matters LA-1106614 LA-Special Matters Purchase Right Aircraft LA-1106824 LA-Customer Support Matters LA-1208292 LA- [ * ] LA-1208292R1 LA-Escalation Special Matters – Block B and C Aircraft 1 5 LA-1208296 LA-Special Matters Exercised Block D Option Aircraft 1 LA-1208949 LA-Special Matters Block C Aircraft in Table 1-A1 1 0-0000-XXX-000 XX Special Provisions concerning Block B Aircraft 1 LA-1306854 Performance Guarantees, Demonstrated Compliance 4 * Blank spaces contained confidential information which that has been filed separately with the Securities and Exchange Commission excluded pursuant to Rule 24b-2 under Item 601(b)(10)(iv) of Regulation S-K because it is both (i) not material and (ii) the Securities Exchange Act of 1934, type that FedEx treats as amendedprivate or confidential. FED-PA-03712 November 29September 23, 2012 2014 SA - 5 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 FED-PA-03712 November 29September 23, 2012 Airframe Model/MTOW: 767-300F 408000 pounds Detail Specification: D019T002-K dated April 30, 2011 Engine Model/Thrust: CF6-80C2B6F 60200 pounds Airframe Price Base Year/Escalation Formula: [*] ECI-MFG/CPI Airframe Price: [ * ] Engine Price Base Year/Escalation Formula: [*] GE CF6-80 & GE90 (99 rev.) 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: [ * ] Engine Escalation Data: Seller Purchased Equipment (SPE) Estimate: [ * ] Base Year Index (CPI): [*] Deposit per Aircraft: [ * ] [ * ] [ * ] [ * ] [ * ] 43544 [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] TBD [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] TBD [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] 43542 [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] 43543 [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] TBD [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] TBD [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] 43545 [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] 43546 [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] 43547 [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] 43548 [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] 43549 [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] 43550 [ * ] [ * ] [ * ] [ * ] [ * ] Note: The escalation forecast used for this table is 4Q 2011. * Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Act of 1934, as amended. 2014 SA - 5 The Boeing Company X.X. Xxx 0000 Xxxxxxx, XX 00000-0000 FED-PA-03712-LA-1106584R2 LA-1208292R1 Federal Express Corporation 0000 Xxxxx Xxxxx Xxxx Xxxxxxx, XX 00000 Subject: Special Matters Concerning Escalation – Block B and Block C Aircraft Performance Guarantees Reference: Purchase Agreement No. 3712 (Purchase Agreement) between The Boeing Company (Boeing) and Federal Express Corporation (Customer) relating to Model 767-3S2F firm aircraft listed on Table 1-A and Table 1-A1 or as otherwise agreed by Boeing and Customer in writing (Aircraft) This letter agreement (Letter Agreement) cancels and supersedes Letter Agreement FED-PA-03712-LA-1208292 and amends and supplements the Purchase Agreement. In addition, this Letter Agreement cancels and supersedes FED-PA-03712-LA-1106584R1 in its entirety. All terms used but not defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement. Boeing agrees to provide Customer with the performance guarantees in the Attachment. These guarantees [ * ] expire upon delivery of the Aircraft to Customer. Customer agrees to limit the remedy for non-compliance of any performance guarantee to the The terms in Letter Agreements No. FED-PA-03712-LA-1106153 entitled “Liquidated Damages – Non-Excusable Delay” and FED-PA-03712-LA-1106574 entitled “Agreement for Deviation [ * ].” Confidential Treatment. Customer understands that Boeing considers certain commercial and financial information contained provided in this Letter Agreement as confidential. Each of Customer will be applicable to Block B 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 its professional advisors under a duty of confidentiality with respect thereto, and as required by law. * 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. FED-PA-037112-LA-1106584R2 November 29, 2012 Very truly yours, THE BOEING COMPANY By /s/ XXXXXX X. XXXX Its Attorney-In-Fact ACCEPTED AND AGREED TO this Date: December 11, 2012 FEDERAL EXPRESS CORPORATION By /s/ XXXXXXX X. XXXX Its Vice President Aircraft Acquisition FED-PA-03712-LA-1106584R2 November 29, 2012 Attachment to Letter Agreement No. FED-PA-03712-LA-1106584R2 CF6-80C2B6F Engines Page 1 P.A. No. 3712 SS12-0336 AERO-B-BBA4-M11-1089B BOEING PROPRIETARY Attachment to Letter Agreement No. FED-PA-03712-LA-1106584R2 CF6-80C2B6F Engines * 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 amendedBlock C Aircraft.
Appears in 1 contract
Samples: Supplemental Agreement (Fedex Corp)
Tables. A Firm Aircraft Information Table 1 1-A1 Block C Aircraft Information Table 3 1-B Exercised Option Aircraft Information Table 2 6 1-B1 Exercised Block D Option Aircraft Information Table 2 1-C Exercised Purchase Right Aircraft Information Table 2 A Aircraft Configuration 2 4 B Aircraft Delivery Requirements and Responsibilities 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 November 29, 2012 LA-1106151R1 LA- [ * ] SA-6 LA-0000000X0 LA-Special Matters Concerning [*] – Option Aircraft 1 and Certain Purchase Right Aircraft 6 LA-1106152 LA- [ * ] LA-Special Matters Concerning [*] – Firm Aircraft LA-1106153 LA-Liquidated Damages Non-Excusable Delay LA-1106154R1 LA-1106154R2 LA-Firm Aircraft and Option Aircraft Delivery Matters 1 6 LA-1106155 LA-Open Configuration Matters LA-1106156R1 LA-1106156R2 LA-Option Aircraft 1 6 XX-0000000 XXXX Amended Articles LA-1106158R1 LA- LA-1106158R2 LA-Right to Purchase Right Additional Aircraft 1 6 LA-1106159R1 LA- LA-Special Matters Concerning [ * [*] 1 LA-1106160 LA-Spare Parts Initial Provisioning LA-1106163 LA-Demonstration Flight Waiver LA-1106177 [ * LA-1106177R1 LA- [*] 6 LA-1106207R1 LA-Special Matters Firm Aircraft 1 LA-1106208R1 LA-Special Matters Option Aircraft 1 LA-1106574 LA- LA-0000000X0 LA-Agreement for Deviation from [ * the [*] LA-1106584R2 LA- 6 LA-1106584R4 LA-Aircraft Performance Guarantees 3 6 LA-1106586 LA-Miscellaneous Matters LA-1106614 6 LA-1106614R1 LA-Special Matters for Purchase Right Aircraft LA-1106824 LA-Customer Support Matters LA-1208292 LA- [ * ] Special Matters – Block B and C Aircraft 1 LA-1208296 LA-1208292R2 LA-Special Matters Exercised Concerning Escalation – Xxxxx X, Xxxxx X, Xxxxx X, Xxxxx F and 6 Block G Aircraft LA-1208296R1 LA-Special Matters for Block D Option Aircraft 1 6 LA-1208949 LA-Special Matters Block C Aircraft in Table 1-A1 1 06-00001162-XXX-000 XX SCR-146R1 LA Special Provisions concerning Provision - Block B and Block G Aircraft 1 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 6-1162-LKJ-0707 LA- Agreement Regarding [*] 6-1162-LKJ-0709 [*] Special Matters 6 * Blank spaces contained confidential information which that has been filed separately with the Securities and Exchange Commission excluded pursuant to Rule 24b-2 under Item 601(b)(10)(iv) of Regulation S-K because it is both (i) not material and (ii) the Securities Exchange Act of 1934, type that FedEx treats as amendedprivate or confidential. FED-PA-03712 November 29, 2012 SA-6 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 FED-PA-03712 November 29, 2012 Airframe Model/MTOW: 767-300F 408000 pounds Detail Specification: D019T002-K dated April 30, 2011 Engine Model/Thrust: CF6-80C2B6F 60200 pounds Airframe Price Base Year/Escalation Formula: [*] ECI-MFG/CPI Airframe Price: [ * ] Engine Price Base Year/Escalation Formula: [*] GE CF6-80 & GE90 (99 rev.) 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: [ * ] Engine Escalation Data: Seller Purchased Equipment (SPE) Estimate: [ * ] Base Year Index (CPI): [*] Deposit per Aircraft: [ * ] [ * ] [ * ] [ * ] [ * ] 43544 [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] TBD [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] TBD [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] 43542 [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] 43543 [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] TBD [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] TBD [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] 43545 [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] 43546 [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] 43547 [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] 43548 [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] 43549 [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] 43550 [ * ] [ * ] [ * ] [ * ] [ * ] Note: The escalation forecast used for this table is 4Q 2011. * Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Act of 1934, as amended. SA-6 The Boeing Company X.X. Xxx 0000 Xxxxxxx, XX 00000-0000 FED-PA-03712-LA-1106584R2 LA-1106151 R2 Federal Express Corporation 0000 Xxxxx Xxxxx Xxxx Xxxxxxx, XX 00000 Subject: Special Matters Concerning [*] – Option Aircraft Performance Guarantees and Certain Purchase Right Aircraft Reference: Purchase Agreement No. 3712 (Purchase Agreement) between The Boeing Company (Boeing) and Federal Express Corporation (Customer) relating to Model 767-3S2F firm aircraft listed on Table 1-A and Table 1-A1 or as otherwise agreed by Boeing and Customer in writing (Aircraft) This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. In addition, this Letter Agreement cancels and supersedes Letter Agreement FED-PA-03712-LA-1106584R1 LA-1106151R1 in its entirety. All terms used but not defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement. Boeing agrees to provide Customer with the performance guarantees in the Attachment. These guarantees [ * ] expire upon delivery of the Aircraft to Customer. Customer agrees to limit the remedy for non-compliance of any performance guarantee to the The terms in Letter Agreements No. FED-PA-03712-LA-1106153 entitled “Liquidated Damages – Non-Excusable Delay” and FED-PA-03712-LA-1106574 entitled “Agreement for Deviation [ * ].” Confidential Treatment. Customer understands that Boeing considers certain commercial and financial information contained provided in this Letter Agreement will be applicable to exercised Option Aircraft, as confidential. Each of Customer identified in the Table 1-B and Boeing agree that it will treat this Letter Agreement and the information contained herein as confidential. Customer agrees to limit the disclosure Table 1-B1 of the contents of this Letter Purchase Agreement to employees of Customer with a need to know (Exercised Option Aircraft) 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 its professional advisors under a duty of confidentiality with respect thereto, and as required by law. * 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 1934Purchase Right Aircraft, as amended. FEDidentified in Table 1-PA-037112-LA-1106584R2 November 29, 2012 Very truly yours, THE BOEING COMPANY By /s/ XXXXXX X. XXXX Its Attorney-In-Fact ACCEPTED AND AGREED TO this Date: December 11, 2012 FEDERAL EXPRESS CORPORATION By /s/ XXXXXXX X. XXXX Its Vice President Aircraft Acquisition FED-PA-03712-LA-1106584R2 November 29, 2012 Attachment C that are exercised and scheduled for delivery to Letter Agreement No. FED-PA-03712-LA-1106584R2 CF6-80C2B6F Engines Page 1 P.A. No. 3712 SS12-0336 AERO-B-BBA4-M11-1089B BOEING PROPRIETARY Attachment to Letter Agreement No. FED-PA-03712-LA-1106584R2 CF6-80C2B6F Engines * 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 amendedCustomer through [*] (Applicable Purchase Right Aircraft).
Appears in 1 contract
Samples: Supplemental Agreement (Fedex Corp)
Tables. A Firm Aircraft Information Table 1 1-A1 Block C Aircraft Information Table 3 4 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 A Aircraft Configuration 2 4 B Aircraft Delivery Requirements and Responsibilities 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 November 29December 6, 2012 2013 SA - 4 LA-1106151R1 LA- [ * LA-[*] Special Matters – Option Aircraft 1 LA-1106152 LA- [ * 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 XX-0000000 XXXX 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-[*] LA-1106207R1 LA-Special Matters Firm Aircraft 1 LA-1106208R1 LA-Special Matters Option Aircraft 1 LA-1106574 LA- Deviation from [ * [*] LA-1106584R2 LA- Performance Guarantees 3 LA-1106586 LA-Miscellaneous Matters LA-1106614 LA-Special Matters Purchase Right Aircraft LA-1106824 LA-Customer Support Matters LA-1208292 LA- [ * ] LA-Escalation 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 0-0000-XXX-000 XX Special Provisions concerning Block B Aircraft 1 * Blank spaces contained confidential information which that has been filed separately with the Securities and Exchange Commission excluded pursuant to Rule 24b-2 under Item 601(b)(10)(iv) of Regulation S-K because it is both (i) not material and (ii) the Securities Exchange Act of 1934, type that FedEx treats as amendedprivate or confidential. FED-PA-03712 November 29December 6, 2012 2013 SA - 4 Supplemental Agreement No. 1 June 29, 2012 Supplemental Agreement No. 2 October 8, 2012 Supplemental Agreement No. 3 December 11, 2012 FED-PA-03712 November 29December 6, 2012 Airframe Model/MTOW: 767-300F 408000 pounds Detail Specification: D019T002-K dated April 30, 2011 Engine Model/Thrust: CF6-80C2B6F 60200 pounds Airframe Price Base Year/Escalation Formula2013 SA - 4 [*] [*] [*] [*] OPTIONS: [*] ECI-MFG/CPI Airframe Price: [ * ] Engine Price Base Year/Escalation FormulaTOTAL—SPECIAL FEATURES—EXHIBIT A: [*] GE CF6-80 & GE90 (99 rev.) 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: [ * ] Engine Escalation Data: Seller Purchased Equipment (SPE) Estimate: [ * ] Base Year Index (CPI): [*] Deposit per Aircraft: [ * ] [ * ] [ * ] [ * ] [ * ] 43544 [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] TBD [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] TBD [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] 43542 [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] 43543 [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] TBD [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] TBD [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] 43545 [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] 43546 [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] 43547 [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] 43548 [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] 43549 [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] 43550 [ * ] [ * ] [ * ] [ * ] [ * ] Note: The escalation forecast used for this table is 4Q 2011. * Blank spaces contained confidential information which that has been filed separately with the Securities and Exchange Commission excluded pursuant to Rule 24b-2 under Item 601(b)(10)(iv) of Regulation S-K because it is both (i) not material and (ii) the Securities Act of 1934, type that FedEx treats as amendedprivate or confidential. The Boeing Company X.X. Xxx 0000 Xxxxxxx, XX 00000-0000 FED-PA-03712-LA-1106584R2 LA-1306854 Federal Express Corporation 0000 Xxxxx Xxxxx Xxxx Xxxxxxx, XX 00000 Subject: Aircraft Performance Guarantees Guarantees, Demonstrated Compliance Reference: Purchase Agreement No. 3712 (Purchase Agreement) between The Boeing Company (Boeing) and Federal Express Corporation (Customer) relating to Model 767-3S2F 300 Freighter firm aircraft listed on Table 1-A and Table 1-A1 or as otherwise agreed by Boeing and Customer in writing (Aircraft) This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. In addition, this Letter Agreement cancels and supersedes FED-PA-03712-LA-1106584R1 in its entirety. All terms used but not defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement. Boeing agrees The Attachment to provide Customer with the performance guarantees in the Attachment. These guarantees [ * ] expire upon delivery of the Aircraft to Customer. Customer agrees to limit the remedy for non-compliance of any performance guarantee to the terms in Letter Agreements No. Agreement No FED-PA-03712-LA-1106153 entitled “Liquidated Damages – Non-Excusable Delay” and FED-PA-03712-LA-1106574 entitled “Agreement for Deviation [ * ]LA-1306584 contains performance guarantees (Performance Guarantees).” 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 its professional advisors under a duty of confidentiality with respect thereto, and as required by law. * 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. FED-PA-037112-LA-1106584R2 November 29, 2012 Very truly yours, THE BOEING COMPANY By /s/ XXXXXX X. XXXX Its Attorney-In-Fact ACCEPTED AND AGREED TO this Date: December 11, 2012 FEDERAL EXPRESS CORPORATION By /s/ XXXXXXX X. XXXX Its Vice President Aircraft Acquisition FED-PA-03712-LA-1106584R2 November 29, 2012 Attachment to Letter Agreement No. FED-PA-03712-LA-1106584R2 CF6-80C2B6F Engines Page 1 P.A. No. 3712 SS12-0336 AERO-B-BBA4-M11-1089B BOEING PROPRIETARY Attachment to Letter Agreement No. FED-PA-03712-LA-1106584R2 CF6-80C2B6F Engines * 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.
Appears in 1 contract
Samples: Supplemental Agreement (Fedex Corp)
Tables. A Firm Aircraft Information Table 1 1-A1 Block C Aircraft Information Table 3 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 A Aircraft Configuration 2 B Aircraft Delivery Requirements and Responsibilities 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 November 29October 8, 2012 LA-1106151R1 LA- [ * LA-[*] Special Matters – Matters–Option Aircraft 1 LA-1106152 LA- [ * LA-[*] Special Matters – 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 XX-0000000 XXXX 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-1106584R2 LA-1106584R1 LA- Performance Guarantees 3 1 LA-1106586 LA-Miscellaneous Matters LA-1106614 LA-Special Matters Purchase Right Aircraft LA-1106824 LA-Customer Support Matters LA-1208292 LA- [ * 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 0-0000-XXX-000 XX Special Provisions concerning Block B Aircraft 1 * Blank spaces contained confidential information which that has been filed separately with the Securities and Exchange Commission excluded pursuant to Rule 24b-2 under Item 601(b)(10)(iv) of Regulation S-K because it is both (i) not material and (ii) the Securities Exchange Act of 1934, type that FedEx treats as amendedprivate or confidential. FED-PA-03712 November 29October 8, 2012 Supplemental Agreement No. 1 June 29, 2012 Supplemental Agreement No. 2 October , 2012 FED-PA-03712 October 8, 2012 FED-PA-03712 November 29PA-03712-EXA October 8, 2012 Airframe Model/MTOW: BOEING MODEL 767-300F 408000 pounds 3S2F AIRCRAFT Customer Detail Specification: Specification is D019T002FED63F-1, Rev NEW. Such Detail Specification will be comprised of Boeing Configuration Specification D019T002-K , revision K, dated as of April 30, 2011 Engine Model/Thrust: CF6-80C2B6F 60200 pounds Airframe Price Base Year/Escalation Formula: [*] ECI-MFG/CPI Airframe Price: [ * ] Engine Price Base Year/Escalation Formula: [*] GE CF6-80 & GE90 2011, and as amended to incorporate the Options attached hereto, including the effects on Manufacturer’s Empty Weight (99 rev.MEW) Optional Features: [ * ] Sub-Total of Airframe and Features: [ * ] Airframe Escalation Data: Engine Price Operating Weight (Per Aircraft): [ * ] Base Year Index (ECI): [*] OEW). The Aircraft Basic Price (Excluding BFE/SPE): [ * ] Base Year Index (CPI): [*] 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 (BFE) Estimate: [ * ] Engine Escalation Data: or Seller Purchased Equipment (SPE) Estimate: [ * ] Base Year Index (CPI): [*] Deposit per Aircraft: Equipment. FED-PA-03712-EXA October 8, 2012 [ * ] [ * ] [ * ] [ * ] [ * OPTIONS:[*] 43544 TOTAL—SPECIAL FEATURES—EXHIBIT A: [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] TBD [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] TBD [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] 43542 [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] 43543 [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] TBD [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] TBD [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] 43545 [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] 43546 [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] 43547 [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] 43548 [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] 43549 [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] 43550 [ * ] [ * ] [ * ] [ * ] [ * ] Note: The escalation forecast used for this table is 4Q 2011. * Blank spaces contained confidential information which that has been filed separately with the Securities and Exchange Commission excluded pursuant to Rule 24b-2 under Item 601(b)(10)(iv) of Regulation S-K because it is both (i) not material and (ii) the Securities Act of 1934, type that FedEx treats as amended. The Boeing Company X.X. Xxx 0000 Xxxxxxx, XX 00000-0000 FED-PA-03712-LA-1106584R2 Federal Express Corporation 0000 Xxxxx Xxxxx Xxxx Xxxxxxx, XX 00000 Subject: Aircraft Performance Guarantees Reference: Purchase Agreement No. 3712 (Purchase Agreement) between The Boeing Company (Boeing) and Federal Express Corporation (Customer) relating to Model 767-3S2F firm aircraft listed on Table 1-A and Table 1-A1 private or as otherwise agreed by Boeing and Customer in writing (Aircraft) This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. In addition, this Letter Agreement cancels and supersedes FED-PA-03712-LA-1106584R1 in its entirety. All terms used but not defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement. Boeing agrees to provide Customer with the performance guarantees in the Attachment. These guarantees [ * ] expire upon delivery of the Aircraft to Customer. Customer agrees to limit the remedy for non-compliance of any performance guarantee to the terms in Letter Agreements No. FED-PA-03712-LA-1106153 entitled “Liquidated Damages – Non-Excusable Delay” and FED-PA-03712-LA-1106574 entitled “Agreement for Deviation [ * ].” 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 its professional advisors under a duty of confidentiality with respect thereto, and as required by law. * 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. FED-PA-037112-LA-1106584R2 November 29, 2012 Very truly yours, THE BOEING COMPANY By /s/ XXXXXX X. XXXX Its Attorney-In-Fact ACCEPTED AND AGREED TO this Date: December 11, 2012 FEDERAL EXPRESS CORPORATION By /s/ XXXXXXX X. XXXX Its Vice President Aircraft Acquisition FED-PA-03712-LA-1106584R2 November 29, 2012 Attachment to Letter Agreement No. FED-PA-03712-LA-1106584R2 CF6-80C2B6F Engines Page 1 P.A. No. 3712 SS1203712 SA-2 BFE1 BOEING MODEL 767-0336 AERO300F AIRCRAFT This Supplemental Exhibit BFE1 contains vendor selection dates, on-B-BBA4-M11-1089B BOEING PROPRIETARY Attachment dock dates and other variables applicable to Letter Agreement No. FED-PA-03712-LA-1106584R2 CF6-80C2B6F Engines * 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 amendedAircraft.
Appears in 1 contract
Samples: Supplemental Agreement (Fedex Corp)
Tables. A Firm Aircraft Information Table 1 10 1-A1 Block B and Block C Aircraft Information Table 3 13 1-A2 Block E, Block F and Block G Aircraft Information Table 15 1-B Exercised Option Aircraft Information Table 2 15 1-B1 Exercised Block D Option Aircraft Information Table 2 1-C Exercised Purchase Right Aircraft Information Table 2 A Aircraft Configuration 2 4 B Aircraft Delivery Requirements and Responsibilities 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 November 29, 2012 LA-1106151R1 LA- [ * ] SA-15 LA-0000000X0 LA-Special Matters Concerning [*] – Option Aircraft 1 and Certain Purchase Right Aircraft 615 LA-1106152 LA- [ * ] LA-Special Matters Concerning [*] – Firm Aircraft LA-1106153 LA-Liquidated Damages Non-Excusable Delay LA-1106154R1 LA-1106154R2 LA-Firm Aircraft and Option Aircraft Delivery Matters 1 6 LA-1106155 LA-Open Configuration Matters LA-1106156R1 LA-1106156R5 LA-Option Aircraft 15 Attachment 1 XX-0000000 XXXX to LA-1106156R5 15 Attachment 2 to LA-1106156R5 15 Attachment 3 to LA-1106156R5 15 Attachment 4 to LA-1106156R5 15 LA-1106157 AGTA Amended Articles LA-1106158R1 LA- LA-1106158R6 LA-Right to Purchase Right Additional Aircraft 1 15 LA-1106159R1 LA- LA-Special Matters Concerning [ * [*] 1 LA-1106160 LA-Spare Parts Initial Provisioning LA-1106163 LA-Demonstration Flight Waiver LA-1106177 [ * LA-1106177R1 LA-[*] 6 LA-1106207R1 LA-Special Matters Firm Aircraft 1 LA-1106208R1 LA-1106208R2 LA-Special Matters Option Aircraft 1 LA-1106574 LA- LA-0000000X0 LA-Agreement for Deviation from [ * the [*] LA-1106584R2 LA- 6 LA-1106584R4 LA-Aircraft Performance Guarantees 3 6 LA-1106586 LA-Miscellaneous Matters LA-1106614 LA-1106614R4 LA-Special Matters for Purchase Right Aircraft 12 LA-1106824 LA-Customer Support Matters LA-1208292 LA- [ * ] Special Matters – Block B and C Aircraft 1 LA-1208296 LA-1208292R3 LA-Special Matters Exercised Concerning [*] – Xxxxx X, Xxxxx X, Xxxxx X, Xxxxx F and Block G Aircraft 15 LA-1208296R1 LA-Special Matters for Block D Option Aircraft 1 LA-1208949 6 LA-1208949R1 LA-Special Matters Block C for Aircraft in Table 1-A1 1 011 6-00001162-XXX-000 XX SCR-146R2 LA Special Provisions concerning Provision – Block B and Block G Aircraft 1 11 LA-1306854R1 Performance Guarantees, Demonstrated Compliance 6 6-1162-LKJ-0696R6 LA-[*] 6 6-1162-LKJ-0705 LA-Special Matters for Xxxxx X, Xxxxx X xxx Xxxxx X Xxxxxxxx in Table 1-A2 6-1162-LKJ-0707 LA- Agreement Regarding [*] 6 FED-PA-03712 SA-15 * Blank spaces contained confidential information which that has been filed separately with the Securities and Exchange Commission excluded pursuant to Rule 24b-2 under the Securities Exchange Act Item 601(b)(10)(iv) of 1934, as amendedRegulation S-K because it (i) is not material and (ii) would likely cause competitive harm to FedEx if publicly disclosed. 6-1162-LKJ-0709 LA-[*] Special Matters 6 6-1162-LKJ-0728 LA-Special Matters – SA-8 Early Exercise Aircraft 8 6-1162-LKJ-0744 LA-Special Considerations – SA-10 Accelerated Aircraft 10 6-1169-LKJ-0773 LA-Special Matters – SA-11 11 LA-2000793R1 LA-SA-14 Rescheduled Aircraft Delivery Matters 15 LA-1902775R1 LA- 767 Unincorporated Changes 15 LA-2002413 LA-SA-15 Block G Rescheduled Aircraft –Additional Considerations 15 LA-1907644R1 LA-Special Considerations related to [*] 15 LA-2002433 SA-15 Considerations and [*] 15 FED-PA-03712 November 29, 2012 SA-15 * Blank spaces contained confidential information that has been excluded pursuant to Item 601(b)(10)(iv) of Regulation S-K because it (i) is not material and (ii) would likely cause competitive harm to FedEx if publicly disclosed. Supplemental Agreement No. 1 June 29, 2012 Supplemental Agreement No. 2 October 8, 2012 FED-PA-03712 November Supplemental Agreement No. 3 December 11, 2012 Supplemental Agreement No. 4 December 10, 2013 Supplemental Agreement No. 5 September 29, 2012 Airframe Model/MTOW: 7672014 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 Supplemental Agreement No. 11 June 18, 2018 Supplemental Agreement No. 12 June 24, 2019 Supplemental Agreement No. 13 September 4, 2019 Supplemental Agreement No. 14 February 28, 2020 XXX-300F 408000 pounds Detail Specification: D019T002-K dated April 30, 2011 Engine Model/Thrust: CF6-80C2B6F 60200 pounds Airframe Price Base Year/Escalation Formula: [*] ECI-MFG/CPI Airframe Price: [ * ] Engine Price Base Year/Escalation Formula: [*] GE CF6-80 & GE90 (99 rev.) 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: [ * ] Engine Escalation Data: Seller Purchased Equipment (SPE) Estimate: [ * ] Base Year Index (CPI): [*] Deposit per Aircraft: [ * ] [ * ] [ * ] [ * ] [ * ] 43544 [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] TBD [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] TBD [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] 43542 [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] 43543 [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] TBD [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] TBD [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] 43545 [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] 43546 [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] 43547 [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] 43548 [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] 43549 [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] 43550 [ * ] [ * ] [ * ] [ * ] [ * ] Note: The escalation forecast used for this table is 4Q 2011. * Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Act of 1934, as amended. XX-00000 XX-00 The Boeing Company X.X. Xxx 0000 Xxxxxxx, XX 00000-0000 FED-PA-03712-LA-1106584R2 LA-1106158 R6 Federal Express Corporation 0000 Xxxxx Xxxxx Xxxx Xxxxxxx, XX 00000 Subject: Right to Purchase Additional Aircraft Performance Guarantees Reference: Purchase Agreement No. 3712 (Purchase Agreement) between The Boeing Company (Boeing) and Federal Express Corporation (Customer) relating to Model 767-3S2F firm aircraft listed on Table 1-A and Table 1-A1 or as otherwise agreed by Boeing and Customer in writing (Aircraft) This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. In addition, this Letter Agreement cancels and supersedes FED-PA-03712-LA-1106584R1 PA-03712- LA-0000000X0 in its entirety. All terms used but not defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement. Boeing agrees to provide Customer with the performance guarantees in the Attachment. These guarantees [ * ] expire upon delivery of the Aircraft to Customer. Customer agrees to limit the remedy for non-compliance of any performance guarantee to the terms in Letter Agreements No. FED-PA-03712-LA-1106153 entitled “Liquidated Damages – Non-Excusable Delay” and FED-PA-03712-LA-1106574 entitled “Agreement for Deviation [ * ].” 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 its professional advisors under a duty of confidentiality with respect thereto, and as required by law. * 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. FED-PA-037112-LA-1106584R2 November 29, 2012 Very truly yours, THE BOEING COMPANY By /s/ XXXXXX X. XXXX Its Attorney-In-Fact ACCEPTED AND AGREED TO this Date: December 11, 2012 FEDERAL EXPRESS CORPORATION By /s/ XXXXXXX X. XXXX Its Vice President Aircraft Acquisition FED-PA-03712-LA-1106584R2 November 29, 2012 Attachment to Letter Agreement No. FED-PA-03712-LA-1106584R2 CF6-80C2B6F Engines Page 1 P.A. No. 3712 SS12-0336 AERO-B-BBA4-M11-1089B BOEING PROPRIETARY Attachment to Letter Agreement No. FED-PA-03712-LA-1106584R2 CF6-80C2B6F Engines * 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.
Appears in 1 contract
Samples: Supplemental Agreement (Fedex Corp)
Tables. A Firm Aircraft Information Table 1 1-A1 Block C Aircraft Information Table 3 4 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 A Aircraft Configuration 2 4 B Aircraft Delivery Requirements and Responsibilities 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 November 29December 6, 2012 2013 LA-1106151R1 LA- [ * LA-[*] Special Matters – Option Aircraft 1 LA-1106152 LA- [ * 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 XX-0000000 XXXX 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-[*] LA-1106207R1 LA-Special Matters Firm Aircraft 1 LA-1106208R1 LA-Special Matters Option Aircraft 1 LA-1106574 LA- Deviation from [ * [*] LA-1106584R2 LA- Performance Guarantees 3 LA-1106586 LA-Miscellaneous Matters LA-1106614 LA-Special Matters Purchase Right Aircraft LA-1106824 LA-Customer Support Matters LA-1208292 LA- [ * ] LA-Escalation 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 0-0000-XXX-000 XX Special Provisions concerning Block B Aircraft 1 * 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. FED-PA-03712 November 29December 6, 2012 2013 Supplemental Agreement No. 1 June 29, 2012 Supplemental Agreement No. 2 October 8, 2012 Supplemental Agreement No. 3 December 11, 2012 FED-PA-03712 November 29December 6, 2012 2013 Airframe Model/MTOW: 767-300F 408000 pounds Detail Specification: D019T002-K dated April 30, 2011 Engine Model/Thrust: CF6-80C2B6F 60200 pounds Airframe Price Base Year/Escalation Formula: [*] ECI-MFG/CPI Airframe Price: [ * [*] Engine Price Base Year/Escalation Formula: [*] GE CF6-80 & GE90 (99 rev.) 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: [ * [*] Engine Escalation Data: Seller Purchased Equipment (SPE) Estimate: [ * [*] Engine Escalation Data: Base Year Index (CPI): [*] Deposit per Aircraft: [ * [*] [ * ] [ * ] [ * ] [ * ] 43544 [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] TBD [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] TBD [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] 43542 [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] 43543 [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] TBD [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] TBD [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] 43545 [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] 43546 [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] 43547 [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] 43548 [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] 43549 [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] 43550 [ * ] [ * ] [ * ] [ * ] [ * ] NoteTotal: The escalation forecast used for this table is 4Q 2011. 15 * 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 Commission Act of 1934, as amended. FED-PA-03712 62134-1F.TXT XX-0 BOEING PROPRIETARY 08/28/2012 [*] [*] [*] [*] OPTIONS: [*] TOTAL - SPECIAL FEATURES - EXHIBIT A: [*] [*] * 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 Commission Act of 1934, as amended. The Boeing Company X.X. Xxx 0000 Xxxxxxx, XX 00000-0000 FED-PA-03712-LA-1106584R2 LA-1306854 Federal Express Corporation 0000 Xxxxx Xxxxx Xxxx Xxxxxxx, XX 00000 Subject: Aircraft Performance Guarantees Guarantees, Demonstrated Compliance Reference: Purchase Agreement No. 3712 (Purchase Agreement) between The Boeing Company (Boeing) and Federal Express Corporation (Customer) relating to Model 767-3S2F 300 Freighter firm aircraft listed on Table 1-A and Table 1-A1 or as otherwise agreed by Boeing and Customer in writing (Aircraft) This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. In addition, this Letter Agreement cancels and supersedes FED-PA-03712-LA-1106584R1 in its entirety. All terms used but not defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement. Boeing agrees The Attachment to provide Customer with the performance guarantees in the Attachment. These guarantees [ * ] expire upon delivery of the Aircraft to Customer. Customer agrees to limit the remedy for non-compliance of any performance guarantee to the terms in Letter Agreements No. Agreement No FED-PA-03712-LA-1106153 entitled “Liquidated Damages – Non-Excusable Delay” and FED-PA-03712-LA-1106574 entitled “Agreement for Deviation [ * ]LA-1306584 contains performance guarantees (Performance Guarantees).” 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 its professional advisors under a duty of confidentiality with respect thereto, and as required by law. * 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. FED-PA-037112-LA-1106584R2 November 29, 2012 Very truly yours, THE BOEING COMPANY By /s/ XXXXXX X. XXXX Its Attorney-In-Fact ACCEPTED AND AGREED TO this Date: December 11, 2012 FEDERAL EXPRESS CORPORATION By /s/ XXXXXXX X. XXXX Its Vice President Aircraft Acquisition FED-PA-03712-LA-1106584R2 November 29, 2012 Attachment to Letter Agreement No. FED-PA-03712-LA-1106584R2 CF6-80C2B6F Engines Page 1 P.A. No. 3712 SS12-0336 AERO-B-BBA4-M11-1089B BOEING PROPRIETARY Attachment to Letter Agreement No. FED-PA-03712-LA-1106584R2 CF6-80C2B6F Engines * 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.
Appears in 1 contract
Samples: Supplemental Agreement (Fedex Corp)
Tables. A Firm Aircraft Information Table 1 1-A1 Block C Aircraft Information Table 3 1 1-B Exercised Option Aircraft Information Table 2 1 1-B1 Exercised Block D Option Aircraft Table 2 1 1-C Exercised Purchase Right Aircraft Information Table 2 1 A Aircraft Configuration 2 B Aircraft Delivery Requirements and Responsibilities AE1 Escalation Adjustment/Airframe and Optional Features 1 BFE1 BFE Variables 2 CS1 Customer Support Variables EE1 Engine Escalation, Engine Warranty and Patent Indemnity SLP1 Service Life Policy Components FED-PA-03712 November June 29, 2012 LA-1106151R1 LA- [ * LA-[*] Special Matters – Matters–Option Aircraft 1 LA-1106152 LA- [ * LA-[*] Special Matters – 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 XX-0000000 XXXX Amended Articles LA-1106158R1 LA- LA-Purchase Right Aircraft 1 LA-1106159R1 LA- 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-1106584R2 LA-1106584R1 LA- Performance Guarantees 3 1 LA-1106586 LA-Miscellaneous Matters LA-1106614 LA-Special Matters Purchase Right Aircraft LA-1106824 LA-Customer Support Matters LA-1208292 LA- [ * 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 0-0000-XXX-000 XX Special Provisions concerning Block B Aircraft 1 * Blank spaces contained confidential information which that has been filed separately with the Securities and Exchange Commission excluded pursuant to Rule 24b-2 under Item 601(b)(10)(iv) of Regulation S-K because it is both (i) not material and (ii) the Securities Exchange Act of 1934, type that FedEx treats as amendedprivate or confidential. FED-PA-03712 November June 29, 2012 Supplemental Agreement No. 1 June 29, 2012 Supplemental Agreement No. 2 October 8, 2012 FED-PA-03712 November June 29, 2012 Airframe Model/MTOW: BOEING MODEL 767-300F 408000 pounds Detail Specification: D019T002AIRCRAFT This Supplemental Exhibit BFE1 contains vendor selection dates, on-K dated April 30, 2011 Engine Model/Thrust: CF6-80C2B6F 60200 pounds Airframe Price Base Year/Escalation Formula: [*] ECI-MFG/CPI Airframe Price: [ * ] Engine Price Base Year/Escalation Formula: [*] GE CF6-80 & GE90 (99 rev.) Optional Features: [ * ] Sub-Total of Airframe dock dates 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: [ * ] Engine Escalation Data: Seller Purchased Equipment (SPE) Estimate: [ * ] Base Year Index (CPI): [*] Deposit per Aircraft: [ * ] [ * ] [ * ] [ * ] [ * ] 43544 [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] TBD [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] TBD [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] 43542 [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] 43543 [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] TBD [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] TBD [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] 43545 [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] 43546 [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] 43547 [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] 43548 [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] 43549 [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] 43550 [ * ] [ * ] [ * ] [ * ] [ * ] Note: The escalation forecast used for this table is 4Q 2011. * Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Act of 1934, as amended. The Boeing Company X.X. Xxx 0000 Xxxxxxx, XX 00000-0000 FED-PA-03712-LA-1106584R2 Federal Express Corporation 0000 Xxxxx Xxxxx Xxxx Xxxxxxx, XX 00000 Subject: Aircraft Performance Guarantees Reference: Purchase Agreement No. 3712 (Purchase Agreement) between The Boeing Company (Boeing) and Federal Express Corporation (Customer) relating to Model 767-3S2F firm aircraft listed on Table 1-A and Table 1-A1 or as otherwise agreed by Boeing and Customer in writing (Aircraft) This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. In addition, this Letter Agreement cancels and supersedes FED-PA-03712-LA-1106584R1 in its entirety. All terms used but not defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement. Boeing agrees to provide Customer with the performance guarantees in the Attachment. These guarantees [ * ] expire upon delivery of the Aircraft to Customer. Customer agrees to limit the remedy for non-compliance of any performance guarantee other variables applicable to the terms in Letter Agreements No. FED-PA-03712-LA-1106153 entitled “Liquidated Damages – Non-Excusable Delay” and FED-PA-03712-LA-1106574 entitled “Agreement for Deviation [ * ]Aircraft.” 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 its professional advisors under a duty of confidentiality with respect thereto, and as required by law. * 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. FED-PA-037112-LA-1106584R2 November 29, 2012 Very truly yours, THE BOEING COMPANY By /s/ XXXXXX X. XXXX Its Attorney-In-Fact ACCEPTED AND AGREED TO this Date: December 11, 2012 FEDERAL EXPRESS CORPORATION By /s/ XXXXXXX X. XXXX Its Vice President Aircraft Acquisition FED-PA-03712-LA-1106584R2 November 29, 2012 Attachment to Letter Agreement No. FED-PA-03712-LA-1106584R2 CF6-80C2B6F Engines Page 1 P.A. No. 3712 SS12-0336 AERO-B-BBA4-M11-1089B BOEING PROPRIETARY Attachment to Letter Agreement No. FED-PA-03712-LA-1106584R2 CF6-80C2B6F Engines * 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.
Appears in 1 contract
Samples: Supplemental Agreement (Fedex Corp)
Tables. A Firm Aircraft Information Table 1 10 1-A1 Block B and Block C Aircraft Information Table 3 13 1-A2 Block E, Block F and Block G Aircraft Information Table 14 1-B Exercised Option Aircraft Information Table 2 14 1-B1 Exercised Block D Option Aircraft Information Table 2 1-C Exercised Purchase Right Aircraft Information Table 2 A Aircraft Configuration 2 4 B Aircraft Delivery Requirements and Responsibilities 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 November 29, 2012 LA-1106151R1 LA- [ * ] SA-14 LA-0000000X0 LA-Special Matters Concerning [*] – Option Aircraft 1 and Certain Purchase Right Aircraft 6 LA-1106152 LA- [ * ] LA-Special Matters Concerning [*] – Firm Aircraft LA-1106153 LA-Liquidated Damages Non-Excusable Delay LA-1106154R1 LA-1106154R2 LA-Firm Aircraft and Option Aircraft Delivery Matters 1 6 LA-1106155 LA-Open Configuration Matters LA-1106156R1 LA-1106156R4 LA-Option Aircraft 14 Attachment 1 XX-0000000 XXXX to LA-1106156R4 14 Attachment 2 to LA-1106156R4 14 Attachment 3 to LA-1106156R4 14 Attachment 4 to LA-1106156R4 14 LA-1106157 AGTA Amended Articles LA-1106158R1 LA- LA-0000000X0 LA-Right to Purchase Right Additional Aircraft 1 12 LA-1106159R1 LA- LA-Special Matters Concerning [ * [*] 1 LA-1106160 LA-Spare Parts Initial Provisioning LA-1106163 LA-Demonstration Flight Waiver LA-1106177 [ * LA-1106177R1 LA-[*] 6 LA-1106207R1 LA-Special Matters Firm Aircraft 1 LA-1106208R1 LA-1106208R2 LA-Special Matters Option Aircraft 1 LA-1106574 LA- LA-0000000X0 LA-Agreement for Deviation from [ * the [*] LA-1106584R2 LA- 6 LA-1106584R4 LA-Aircraft Performance Guarantees 3 6 LA-1106586 LA-Miscellaneous Matters LA-1106614 LA-1106614R4 LA-Special Matters for Purchase Right Aircraft 12 LA-1106824 LA-Customer Support Matters LA-1208292 LA- [ * ] Special Matters – Block B and C Aircraft 1 LA-1208296 LA-1208292R2 LA-Special Matters Exercised Concerning [*] – Xxxxx X, Xxxxx X, Xxxxx X, Xxxxx F and Block G Aircraft 6 LA-1208296R1 LA-Special Matters for Block D Option Aircraft 1 LA-1208949 6 LA-1208949R1 LA-Special Matters Block C for Aircraft in Table 1-A1 1 011 6-00001162-XXX-000 XX SCR-146R2 LA Special Provisions concerning Provision—Block B and Block G Aircraft 1 11 LA-1306854R1 Performance Guarantees, Demonstrated Compliance 6 6-1162-LKJ-0696R6 LA-[*] 6 6-1162-LKJ-0705 LA-Special Matters for Xxxxx X, Xxxxx X xxx Xxxxx X Xxxxxxxx in Table 1-A2 6-1162-LKJ-0707 LA- Agreement Regarding [*] FED-PA-03712 SA-14 * Blank spaces contained confidential information which that has been filed separately with the Securities and Exchange Commission excluded pursuant to Rule 24b-2 under the Securities Exchange Act Item 601(b)(10)(iv) of 1934, as amendedRegulation S-K because it (i) is not material and (ii) would likely cause competitive harm to FedEx if publicly disclosed. 6-1162-LKJ-0709 LA-[*] Special Matters 6 6-1162-LKJ-0728 LA-Special Matters – SA-8 Early Exercise Aircraft 8 6-1162-LKJ-0744 LA-Special Considerations – SA-10 Accelerated Aircraft 10 6-1169-LKJ-0773 LA-Special Matters – XX-00 00 XX-0000000 XX-XX-00 Xxxxxxxxxxx Aircraft Delivery Matters 14 FED-PA-03712 November 29, 2012 SA-14 * Blank spaces contained confidential information that has been excluded pursuant to Item 601(b)(10)(iv) of Regulation S-K because it (i) is not material and (ii) would likely cause competitive harm to FedEx if publicly disclosed. Supplemental Agreement No. 1 June 29, 2012 Supplemental Agreement No. 2 October 8, 2012 FED-PA-03712 November Supplemental Agreement No. 3 December 11, 2012 Supplemental Agreement No. 4 December 10, 2013 Supplemental Agreement No. 5 September 29, 2012 Airframe Model/MTOW: 7672014 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 Supplemental Agreement No. 11 June 18, 2018 Supplemental Agreement No. 12 June 24, 2019 Supplemental Agreement No. 13 September 4, 2019 XXX-300F 408000 pounds Detail Specification: D019T002-K dated April 30, 2011 Engine Model/Thrust: CF6-80C2B6F 60200 pounds Airframe Price Base Year/Escalation Formula: [*] ECI-MFG/CPI Airframe Price: [ * ] Engine Price Base Year/Escalation Formula: [*] GE CF6-80 & GE90 (99 rev.) 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: [ * ] Engine Escalation Data: Seller Purchased Equipment (SPE) Estimate: [ * ] Base Year Index (CPI): [*] Deposit per Aircraft: [ * ] [ * ] [ * ] [ * ] [ * ] 43544 [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] TBD [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] TBD [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] 43542 [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] 43543 [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] TBD [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] TBD [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] 43545 [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] 43546 [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] 43547 [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] 43548 [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] 43549 [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] 43550 [ * ] [ * ] [ * ] [ * ] [ * ] Note: The escalation forecast used for this table is 4Q 2011. * Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Act of 1934, as amended. XX-00000 XX-00 The Boeing Company X.X. Xxx 0000 Xxxxxxx, XX 00000-0000 FED-PA-03712-LA-1106584R2 LA-1106156 R4 Federal Express Corporation 0000 Xxxxx Xxxxx Xxxx Xxxxxxx, XX 00000 Subject: Option Aircraft Performance Guarantees Reference: Purchase Agreement No. 3712 (Purchase Agreement) between The Boeing Company (Boeing) and Federal Express Corporation (Customer) relating to Model 767-3S2F firm aircraft listed on Table 1-A and Table 1-A1 or as otherwise agreed by Boeing and Customer in writing (Aircraft) This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. In addition, this Letter Agreement cancels and supersedes FED-PA-03712-LA-1106584R1 LA-1106156R3 in its entirety. All terms used but not defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement. Boeing agrees to provide Customer with the performance guarantees in the Attachment. These guarantees [ * ] expire upon delivery of the Aircraft to Customer. Customer agrees to limit the remedy for non-compliance of any performance guarantee to the terms in Letter Agreements No. FED-PA-03712-LA-1106153 entitled “Liquidated Damages – Non-Excusable Delay” and FED-PA-03712-LA-1106574 entitled “Agreement for Deviation [ * ].” 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 its professional advisors under a duty of confidentiality with respect thereto, and as required by law. * 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. FED-PA-037112-LA-1106584R2 November 29, 2012 Very truly yours, THE BOEING COMPANY By /s/ XXXXXX X. XXXX Its Attorney-In-Fact ACCEPTED AND AGREED TO this Date: December 11, 2012 FEDERAL EXPRESS CORPORATION By /s/ XXXXXXX X. XXXX Its Vice President Aircraft Acquisition FED-PA-03712-LA-1106584R2 November 29, 2012 Attachment to Letter Agreement No. FED-PA-03712-LA-1106584R2 CF6-80C2B6F Engines Page 1 P.A. No. 3712 SS12-0336 AERO-B-BBA4-M11-1089B BOEING PROPRIETARY Attachment to Letter Agreement No. FED-PA-03712-LA-1106584R2 CF6-80C2B6F Engines * 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.
Appears in 1 contract
Samples: Supplemental Agreement (Fedex Corp)
