Supplemental Agreement No. 6 to Purchase Agreement No. 3157 between The Boeing Company And Federal Express Corporation Relating to Boeing Model 777-FREIGHTER Aircraft
Exhibit 10.22
Supplemental Agreement No. 6
to
Purchase Agreement No. 3157
between
The Boeing Company
And
Federal Express Corporation
Relating to Boeing Model 777-FREIGHTER Aircraft
THIS SUPPLEMENTAL AGREEMENT, entered into as of the 17th day of March 2010, by and
between THE BOEING COMPANY (Boeing) and FEDERAL EXPRESS CORPORATION (Customer);
W I T N E S S E T H:
WHEREAS, the parties entered into that certain Purchase Agreement No. 3157, dated November 7,
2006 (Purchase Agreement), relating to the purchase and sale of certain Boeing Model 777-FREIGHTER
Aircraft (the Aircraft);
WHEREAS, the parties entered into an Aircraft General Terms Agreement, dated November 7, 2006,
as incorporated by reference into the Purchase Agreement (AGTA);
WHEREAS, Customer anticipates, pursuant to that certain Purchase Agreement Assignment between
[ * ] and Customer (Assignment Agreement), taking delivery from Boeing of one (1) new Boeing model
777-F aircraft with manufacturing serial number [ * ]; and
WHEREAS, Boeing and Customer desire that, for the purposes of post-delivery support and
operation, [ * ].
| * | 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. 3157
Supplemental Agreement #6
Supplemental Agreement #6
S6 - 1
Supplemental Agreement 6 to
Purchase Agreement No. 3157
Purchase Agreement No. 3157
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.
[ * ]
8. Effectiveness.
The matters, rights, obligations, mutual covenants and entitlements of Boeing and Customer shall be
effective upon Customer taking title to [ * ]. Should Customer not take title to [ * ] pursuant to
the Assignment Agreement, for any reason, the matters, rights, obligations, mutual covenants and
entitlements of Boeing and Customer set forth in this Supplemental Agreement shall be null and
void.
EXECUTED as of the day and year first above written.
| THE BOEING COMPANY | FEDERAL EXPRESS CORPORATION | |||||||
By:
|
/s/ Xxxxxxxxxxx X. Xxxxxxx | By: | /s/ Xxxxxxx X. Xxxx | |||||
Its:
|
Attorney-In-Fact | Its: | Vice President — | |||||
| Aircraft Acquisitions/SAO | ||||||||
| * | 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. 3157
Supplemental Agreement #6
Supplemental Agreement #6
S6 - 2
Supplemental Agreement No. 7
to
Purchase Agreement No. 3157
between
The Boeing Company
And
Federal Express Corporation
Relating to Boeing Model 777-FREIGHTER Aircraft
THIS SUPPLEMENTAL AGREEMENT, entered into as of the 17th day of March 2010, by and
between THE BOEING COMPANY (Boeing) and FEDERAL EXPRESS CORPORATION (Customer);
W I T N E S S E T H:
WHEREAS, the parties entered into that certain Purchase Agreement No. 3157, dated November 7,
2006 (Purchase Agreement), relating to the purchase and sale of certain Boeing Model 777-FREIGHTER
Aircraft (the Aircraft);
WHEREAS, the parties entered into an Aircraft General Terms Agreement, dated November 7, 2006,
as incorporated by reference into the Purchase Agreement (AGTA);
WHEREAS, Customer anticipates acquiring and taking delivery of one (1) used Boeing model 777-F
aircraft with manufacturing serial number [ * ];
WHEREAS, Boeing and Customer desire that, for the convenience of the parties, for purposes of
post-delivery support and operation of [ * ].
NOW THEREFORE, in consideration of the mutual covenants herein contained, the parties hereto
agree to supplement the Purchase Agreement as follows:
| * | Blank spaces contained confidential information 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. 3157
Supplemental Agreement #7
Supplemental Agreement #7
S7 - 1
Supplemental Agreement 7 to
Purchase Agreement No. 3157
Purchase Agreement No. 3157
All terms used herein and in the Purchase Agreement, and not defined herein, shall have the
same meaning as in the Purchase Agreement.
[ * ]
10. Effectiveness.
The matters, rights, obligations, mutual covenants and entitlements of Boeing and Customer shall be
effective upon Customer taking title to [ * ]. Customer agrees to provide written notice to Boeing
regarding the date Customer takes title to [ * ]. Should Customer not take title to [ * ], for any
reason, the matters, rights, obligations, mutual covenants and entitlements of Boeing and Customer
set forth in this Supplemental Agreement shall be null and void.
EXECUTED as of the day and year first above written.
| THE BOEING COMPANY | FEDERAL EXPRESS CORPORATION | |||||||
By:
|
/s/ Xxxxxxxxxxx X. Xxxxxxx
|
By: | /s/ Xxxxxxx X. Xxxx
|
|||||
Its:
|
Attorney-In-Fact | Its: | Vice President — | |||||
| Aircraft Acquisitions/SAO | ||||||||
| * | 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. 3157
Supplemental Agreement #7
Supplemental Agreement #7
S7 - 2
Supplemental Agreement No. 8
to
Purchase Agreement No. 3157
between
The Boeing Company
And
Federal Express Corporation
Relating to Boeing Model 777-FREIGHTER Aircraft
THIS SUPPLEMENTAL AGREEMENT, entered into as of the 30th day of April 2010, by and
between THE BOEING COMPANY (Boeing) and FEDERAL EXPRESS CORPORATION (Customer);
W I T N E S S E T H:
WHEREAS, the parties entered into that certain Purchase Agreement No. 3157, dated November 7,
2006 (Purchase Agreement), relating to the purchase and sale of certain Boeing Model 777-FREIGHTER
Aircraft (the Aircraft); and
WHEREAS, Customer desires to add four (4) new Aircraft to the Purchase Agreement with delivery
months as follows;
| Delivery Month for |
| new Aircraft |
| [ * ] |
| [ * ] |
| [ * ] |
| [ * ] |
| * | 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. |
S8 - 1
Supplemental Agreement 8 to
Purchase Agreement No. 3157
Purchase Agreement No. 3157
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 reflect the changes made by this Supplemental Agreement No. 8. | |
| 2. | Customer and Boeing hereby acknowledge and confirm that four (4) new Aircraft with delivery months of [ * ], [ * ], [ * ] and [ * ] are hereby added to the Purchase Agreement and will be collectively called Block C Aircraft (Block C). | |
| 3. | Table 1-C attached hereto is hereby added to the Purchase Agreement to incorporate the delivery dates and pricing of the Block C Aircraft. | |
| 4. | Customer and Boeing agree that the Block C Aircraft will be subject to and benefit from the same terms and conditions as the Aircraft except as set forth herein and in writing signed by the authorized representatives of the parties. | |
| 5. | Customer and Boeing agree that the Block C Aircraft will be treated exactly as Block B Aircraft except: |
| 5.1 | Delivery dates and pricing of Block C Aircraft will be determined by Table 1-C. | ||
| 5.2 | Letter Agreement FED-PA—LA-1000790 titled “Special Matters for Block C Aircraft” attached hereto is hereby added to the Purchase Agreement to reflect certain agreements between Customer and Boeing with respect to Block C Aircraft. | ||
| 5.3 | Letter Agreement 6-1162-RRO-1066 “Special Matters for Block B Aircraft” shall not apply to the Block C Aircraft. | ||
| 5.4 | Letter Agreement 6-1162-RRO-1068 titled “Special Provision — Block B Aircraft” shall not apply to the Block C Aircraft. | ||
| 5.5 | Letter Agreement [ * ] titled [ * ] shall not apply to the Block C Aircraft. |
| * | 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. |
S8 - 2
Supplemental Agreement 8 to
Purchase Agreement No. 3157
Purchase Agreement No. 3157
| 5.6 | Letter Agreement 6-1162-RCN-1798R1 titled “777 Boeing Converted Freighter” shall not apply to the Block C Aircraft. | ||
| 5.7 | The Aircraft Performance Guarantees detailed in Letter Agreement 6-1162-RCN-1791 are applicable to the Block C Aircraft. | ||
| 5.8 | Letter Agreement 6-1162-RRO-1065 “Aircraft Performance Guarantees for Block B Aircraft” shall not apply to the Block C Aircraft. |
| 6. | As a result of adding the Block C Aircraft to the Purchase Agreement, advance payments in the amount of $[ * ] will be due concurrent with Customer’s written confirmation to Boeing as detailed in Article 7 below. | |
| 7. | This Supplemental Agreement shall not be effective unless and until, and the matters expressed herein are expressly conditioned upon, Customer receiving approval from the board of directors of Customer’s parent company, FedEx Corporation. Should such approval not be granted and confirmed in writing by Customer to Boeing by May 3, 2010, this Supplemental Agreement shall automatically terminate and be null and void in all respects, and neither party shall owe any obligation to the other party with respect to the matters expressed herein; provided, however, no such termination shall otherwise impact the parties’ rights and obligations existing under the Purchase Agreement prior to this Supplemental Agreement. For the sake of clarity, neither party shall be deemed to be in default hereunder for failing to have performed any obligation created under this Supplement Agreement, including without limitation any payment obligation, prior to the receipt by Boeing of the aforementioned written confirmation. |
EXECUTED as of the day and year first above written.
| THE BOEING COMPANY | FEDERAL EXPRESS CORPORATION | |||||||
By:
|
/s/ Xxxxxxx X. Xxxx | By: | /s/ Xxxxxxx X. Xxxx | |||||
Its:
|
Attorney-In-Fact | Its: | Vice President — | |||||
| Aircraft Acquisitions/SAO | ||||||||
| * | 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. |
S8 - 3
Supplemental Agreement 8 to
Purchase Agreement No. 3157
Purchase Agreement No. 3157
TABLE OF CONTENTS
| SA | ||||
| NUMBER | ||||
ARTICLES |
||||
1. Quantity, Model and Description |
||||
2. Delivery Schedule |
||||
3. Price |
||||
4. Payment |
||||
5. Miscellaneous |
||||
TABLE |
||||
1. Aircraft Information Table |
5 | |||
1B Block B Aircraft Information Table |
4 | |||
1C Block C Aircraft Information Table |
8 | |||
EXHIBIT |
||||
A. Aircraft Configuration |
4 | |||
A1. Aircraft Configuration (Block B Aircraft) |
4 | |||
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 8 | ||
| BOEING PROPRIETARY |
Supplemental Agreement 8 to
Purchase Agreement No. 3157
Purchase Agreement No. 3157
| SA | |||||||
| NUMBER | |||||||
LETTER AGREEMENT
|
|||||||
3157-01
|
777 Spare Parts Initial Provisioning | ||||||
3157-02
|
Demonstration Flight Waiver | ||||||
6-1162-RCN-1785
|
[ * ] | ||||||
6-1162-RCN-1789
|
Option Aircraft Attachment to Letter 6-1162-RCN-1789 |
Exercised in SA # 4 | |||||
6-1162-RCN-1790
|
Special Matters | ||||||
6-1162-RCN-1791
|
Performance Guarantees | 4 | |||||
6-1162-RCN-1792
|
Liquidated Damages Non-Excusable Delay |
||||||
6-1162-RCN-1793
|
Open Configuration Matters | ||||||
6-1162-RCN-1795
|
AGTA Amended Articles | ||||||
6-1162-RCN-1796
|
777 First-Look Inspection Program | ||||||
6-1162-RCN-1797
|
Licensing and Customer Supplemental Type Certificates | ||||||
6-1162-RCN-1798
|
777 Boeing Converted Freighter | Deleted in SA # 4 | |||||
6-1162-RCN-1798 R1
|
777 Boeing Converted Freighter | 4 | |||||
6-1162-RCN-1799
|
[ * ] | ||||||
6-1162-RRO-1062
|
Option Aircraft | 4 | |||||
6-1162-RRO-1065
|
Performance Guarantees for Block B Aircraft | 4 | |||||
6-1162-RRO-1066
|
Special Matters for Block B Aircraft | 4 | |||||
6-1162-RRO-1067
|
Special Matters for Option Aircraft detailed in Letter Agreement 6-1162-RRO-1062 |
4 | |||||
6-1162-RRO-1068
|
Special Provision — Block B Aircraft | 4 | |||||
FED-PA—LA-1000790
|
Special Matters for Block C Aircraft | 8 | |||||
| * | 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 8 | ||
| BOEING PROPRIETARY |
Supplemental Agreement 8 to
Purchase Agreement No. 3157
Purchase Agreement No. 3157
| DATED AS OF: | ||||
SUPPLEMENTAL AGREEMENTS |
||||
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 | |||
| P.A. No. 3157 | 6 | SA 8 | ||
| BOEING PROPRIETARY |
Supplemental Agreement 8 to
Purchase Agreement No. 3157
Purchase Agreement No. 3157
| D019W007FED7F-1, | ||||||||||||||||||||
| Rev A dated Sept 9, | ||||||||||||||||||||
Airframe Model/MTOW: |
777-Freighter | 766000 pounds | Detail Specification: | 2009 | ||||||||||||||||
Engine Model/Thrust: |
GE90-110B1L | 110100 pounds | Airframe Price Base Year/Escalation Formula: | Jul-08 | 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): |
$ | 0 | Base Year Index (ECI): | 103.1 | ||||||||||||||||
Aircraft Basic Price (Excluding BFE/SPE): |
$ | [ * ] | Base Year Index (CPI): | 208.2 | ||||||||||||||||
Buyer Furnished Equipment (BFE) Estimate: |
$ | [ * ] | ||||||||||||||||||
Seller Purchased Equipment (SPE) Estimate: |
$ | 0 | ||||||||||||||||||
Non-Refundable Deposit/Aircraft at Def
Agreement: |
$ | 0 | ||||||||||||||||||
| Advance | ||||||||||||||||||||||||||||
| Payment Per | ||||||||||||||||||||||||||||
| Escalation | Aircraft (Amts. | |||||||||||||||||||||||||||
| Estimate | Due/Mos. Prior | |||||||||||||||||||||||||||
| Escalation | Adv Payment | to Delivery): | ||||||||||||||||||||||||||
| Delivery | Number of | Factor | Base | Due | 24 Mos. | 21/18/15/12/9/6 Mos. | Total | |||||||||||||||||||||
| Date | Aircraft | (Airframe) | Price Per A/P | At Signing | 4% | 5% | 35% | |||||||||||||||||||||
Block C Aircraft |
||||||||||||||||||||||||||||
[ * ] |
1 | 1.0579 | $ | [ * ] | $ | [ * ] | $ | [ * ] | $ | [ * ] | $ | [ * ] | ||||||||||||||||
[ * ] |
1 | 1.0721 | $ | [ * ] | $ | [ * ] | $ | [ * ] | $ | [ * ] | $ | [ * ] | ||||||||||||||||
[ * ] |
1 | 1.0748 | $ | [ * ] | $ | [ * ] | $ | [ * ] | $ | [ * ] | $ | [ * ] | ||||||||||||||||
[ * ] |
1 | 1.076 | $ | [ * ] | $ | [ * ] | $ | [ * ] | $ | [ * ] | $ | [ * ] | ||||||||||||||||
| Note: | Option Features same as Block B Aircraft (Exhibit A1). Option pricing on this Table 1-C shows Options priced in Jul-2008$ | |
| * | 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 | 7 | SA 8 | ||
| BOEING PROPRIETARY |
April 30, 2010
6-1162-RRO-1144
Federal Express Corporation
0000 Xxxxxxxxxx Xxxxx
Xxxxxxx, XX 00000
0000 Xxxxxxxxxx Xxxxx
Xxxxxxx, XX 00000
Attention:
|
Xx. Xxxxx Xxxxxxxx Managing Director — Aircraft Acquisitions & Sales |
|
Subject:
|
[ * ] | |
Reference:
|
Supplemental Agreement No. 8 to Purchase Agreement 3157, dated November 7, 2006, between The Boeing Company (Boeing) and Federal Express Corporation (Customer) relating to Model 777-FREIGHTER Aircraft (the Aircraft) |
Dear Xx. Xxxxxxxx:
In consideration of the strong business relationship between Boeing and Customer, and Customer
executing Supplemental Agreement No. 8, Boeing has agreed to [ * ].
Further Customer agrees and acknowledges that Attachment A cannot be revised/modified in anyway
unless specifically agreed to in writing by Boeing.
| Very truly yours, | ||||
| THE BOEING COMPANY | ||||
By:
|
/s/ Xxxxxxx X. Xxxx
|
|||
| Its: Attorney-In-Fact | ||||
| ACCEPTED AND AGREED TO this | ||||
| Date: April 30, 2010 | ||||
| FEDERAL EXPRESS CORPORATION | ||||
By:
|
/s/ Xxxxxxx X. Xxxx
|
|||
| Its: Vice President — Aircraft Acquisitions/SAO | ||||
| * | 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. |
BOEING PROPRIETARY
Federal Express
PA 3157
[ * ]
| * | 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. |
BOEING PROPRIETARY
Federal Express
PA 3157
[ * ]
| * | 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. |
BOEING PROPRIETARY
FED-PA—LA-1000790
Federal Express Corporation
0000 Xxxxx Xxxxx
Xxxxxxx XX 00000
0000 Xxxxx Xxxxx
Xxxxxxx XX 00000
Subject:
|
Special Matters for Block C Aircraft | ||
Reference:
|
Purchase Agreement No. 3157 (the Purchase Agreement) between The Boeing Company (Boeing) and Federal Express Corporation (Customer) relating to Model 777-FREIGHTER aircraft (the Aircraft) |
This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms
used but not defined in this Letter Agreement have the same meaning as in the Purchase Agreement.
[ * ]
8. ADVANCE PAYMENT SETOFF RIGHTS
Customer agrees that if it defaults on any monetary obligation under the Purchase Agreement
and has failed to cure such default within five (5) calendar days of receiving written notice from
Boeing, then Boeing may apply any/all advance payments paid by Customer to cure, in part or in
whole, any default made with respect to any Aircraft or other obligation in the Purchase
Agreement. In the event that Boeing exercises such setoff rights and applies any advance payments
to cure any such default by Customer with respect to an Aircraft or other obligation in the
Purchase Agreement, Boeing will be entitled to require Customer to replace within ten days of
written notice, the amount of advance payments applied to cure such default such that the total
amount of advance payments will be restored to the aggregate amount of advance payments owed at
that time by Customer.
[ * ]
10. PUBLIC ANNOUNCEMENT
Notwithstanding the terms in the Purchase Agreement, neither Party shall in any manner
advertise or make any public statement regarding Customer’s purchase of the Block C Aircraft
without the prior written consent of the other Party. Neither Party shall disclose any details of
this Agreement to any third party except as may be authorized in writing by an authorized officer
of the other Party.
Confidential Treatment. Customer understands that certain commercial and financial
information contained in this Letter Agreement /and attachment(s) hereto is considered by Boeing as
confidential. Customer agrees that it will treat this Letter Agreement and the information
contained herein as confidential and will not, without the prior written consent of Boeing,
disclose this Letter Agreement or any information contained herein to any other person or entity.
| * | 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. |
BOEING PROPRIETARY
If the foregoing correctly sets forth your understanding of our agreement with respect to matters
described above, please indicate your acceptance and approval below.
| Very truly yours, | ||||
| THE BOEING COMPANY | ||||
By:
|
/s/ Xxxxxxx X. Xxxx
|
|||
| Its: Attorney-In-Fact | ||||
| ACCEPTED AND AGREED TO this | ||||
| Date: April 30, 2010 | ||||
| FEDERAL EXPRESS CORPORATION | ||||
By:
|
/s/ Xxxxxxx X. Xxxx | |||
| Its: Vice President — Aircraft Acquisitions/SAO | ||||
BOEING PROPRIETARY
