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 ▇▇-▇▇▇▇▇▇▇ ▇▇▇▇ 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 ▇-▇▇▇▇-▇▇▇-▇▇▇ ▇▇ Special Provisions concerning Block B Aircraft 1 * Blank spaces contained confidential information that has been excluded pursuant to Item 601(b)(10)(iv) of Regulation S-K because it is both (i) not material and (ii) the type that FedEx treats as private or confidential. FED-PA-03712 November 29, 2012 Supplemental Agreement No. 1 June 29, 2012 Supplemental Agreement No. 2 October 8, 2012 FED-PA-03712 November 29, 2012 The Boeing Company ▇.▇. ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ FED-PA-03712-LA-1106584R2 Federal Express Corporation ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 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 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-037112-LA-1106584R2 November 29, 2012 Very truly yours, THE BOEING COMPANY By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇ Its Attorney-In-Fact ACCEPTED AND AGREED TO this Date: December 11, 2012 FEDERAL EXPRESS CORPORATION By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ 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 MODEL 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. FedEx will furnish supplementally copies of these attachments to the Securities and Exchange Commission or its staff upon request.
Appears in 1 contract
Sources: 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-▇▇▇▇▇▇▇▇▇ 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 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-▇▇-▇▇▇▇▇▇▇ ▇▇▇▇ Amended Articles LA-1106158R1 LA- 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-▇▇▇▇▇▇▇▇▇ 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 [*] – ▇▇▇▇▇ ▇, ▇▇▇▇▇ ▇, ▇▇▇▇▇ ▇, ▇▇▇▇▇ 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 ▇11 6-1162-SCR-146R2 LA Special Provision—Block B and Block G Aircraft 11 LA-1306854R1 Performance Guarantees, Demonstrated Compliance 6 6-1162-LKJ-0696R6 LA-[*] 6 6-1162-LKJ-0705 LA-Special Matters for ▇▇▇▇-▇ ▇, ▇▇▇-▇▇ ▇ ▇▇▇ ▇▇▇▇▇ Special Provisions concerning Block B Aircraft 1 ▇ ▇▇▇▇▇▇▇▇ in Table 1-A2 6-1162-LKJ-0707 LA- Agreement Regarding [*] FED-PA-03712 SA-14 * 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) is not material and (ii) the type that would likely cause competitive harm to FedEx treats as private or confidentialif 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 – ▇▇-▇▇ ▇▇ ▇▇-▇▇▇▇▇▇▇ ▇▇-▇▇-▇▇ ▇▇▇▇▇▇▇▇▇▇▇ 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 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 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 ▇▇▇-▇▇-▇▇▇▇▇ ▇▇-▇▇ The Boeing Company ▇.▇. ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ FED-PA-03712-LA-1106584R2 LA-1106156 R4 Federal Express Corporation ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 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 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-037112-LA-1106584R2 November 29, 2012 Very truly yours, THE BOEING COMPANY By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇ Its Attorney-In-Fact ACCEPTED AND AGREED TO this Date: December 11, 2012 FEDERAL EXPRESS CORPORATION By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ 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 MODEL 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. FedEx will furnish supplementally copies of these attachments to the Securities and Exchange Commission or its staff upon request.
Appears in 1 contract
Sources: 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-▇▇▇▇▇▇▇▇▇ 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 ▇▇-▇▇▇▇▇▇▇ ▇▇▇▇ 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-▇▇▇▇▇▇▇▇▇ 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 – ▇▇▇▇▇ ▇, ▇▇▇▇▇ ▇, ▇▇▇▇▇ ▇, ▇▇▇▇▇ 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 ▇6-1162-SCR-146R1 LA Special Provision – Block B and Block G Aircraft 6 LA-1306854R1 Performance Guarantees, Demonstrated Compliance 6 6-1162-LKJ-0696R6 LA-[*] 6 6-1162-LKJ-0705 LA-Special Matters for ▇▇▇▇-▇ ▇, ▇▇▇-▇▇ ▇ ▇▇▇ ▇▇▇▇▇ Special Provisions concerning Block B Aircraft 1 ▇ ▇▇▇▇▇▇▇▇ in Table 1-A2 6-1162-LKJ-0707 LA- Agreement Regarding [*] 6 * 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 November 29, 2012 Supplemental Agreement No. 1 June 29, 2012 Supplemental Agreement No. 2 October 8, 2012 FEDSA-10 6-PA-03712 November 29, 2012 The Boeing Company ▇.▇. ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇1162-▇▇▇▇ FEDLKJ-0709 [*] Special Matters 6 6-PA-037121162-LA-1106584R2 Federal Express Corporation ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Subject: LKJ-0728 Special Matters – SA-8 Early Exercise Aircraft Performance Guarantees Reference: Purchase Agreement No. 3712 (Purchase Agreement) between The Boeing Company (Boeing) and Federal Express Corporation (Customer) relating to Model 7678 6-3S2F firm aircraft listed on Table 11162-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 LKJ-0744 Special Considerations – SA-10 Accelerated 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. 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-037112-LA-1106584R2 November PA-03712 SA-10 Supplemental Agreement No. 1 June 29, 2012 Very truly yoursSupplemental Agreement No. 2 October 8, THE BOEING COMPANY By /s/ 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 SA-10 6-1162-LKJ-0744 Federal Express Corporation ▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇ Its Attorney-In-Fact ACCEPTED AND AGREED TO this Date: December 11, 2012 FEDERAL EXPRESS CORPORATION By /s/ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇. ▇▇▇▇ Its Vice President Subject: Special Considerations – SA-10 Accelerated Aircraft Acquisition FED-PA-03712-LA-1106584R2 November 29, 2012 Attachment to Letter Reference: (a) Purchase Agreement No. FED-PA-03712-LA-1106584R2 CF6-80C2B6F Engines Page 1 MODEL 767-300 FREIGHTER PERFORMANCE GUARANTEES Certain attachments to this exhibit regarding delivery and pricing of certain B767F aircraft manufactured by PA-3712 (Purchase Agreement) between The Boeing Company for FedEx have been omitted pursuant (Boeing) and Federal Express Corporation (Customer) relating to Item 601(a)(5) of Regulation SModel 767-K because the information contained therein is not material and is not otherwise publicly disclosed. FedEx will furnish supplementally copies of these attachments to the Securities and Exchange Commission or its staff upon request.3S2F aircraft (Aircraft)
Appears in 1 contract
Sources: 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 ▇▇-▇▇▇▇▇▇▇ ▇▇▇▇ 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 ▇-▇▇▇▇-▇▇▇-▇▇▇ ▇▇ Special Provisions concerning Block B Aircraft 1 * Blank spaces contained confidential information that has been excluded pursuant to Item 601(b)(10)(iv) of Regulation S-K because it is both (i) not material and (ii) the type that FedEx treats as private or confidential. FED-PA-03712 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 The Boeing Company ▇.▇. ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ FED-PA-03712-LA-1106584R2 Federal Express Corporation ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 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 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-037112-LA-1106584R2 November 29, 2012 Very truly yours, THE BOEING COMPANY By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇ Its Attorney-In-Fact ACCEPTED AND AGREED TO this Date: December 11, 2012 FEDERAL EXPRESS CORPORATION By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ 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 MODEL 767-300 FREIGHTER PERFORMANCE GUARANTEES Certain attachments to this exhibit regarding delivery 300F AIRCRAFT This Supplemental Exhibit BFE1 contains vendor selection dates, on-dock dates and pricing of certain B767F aircraft manufactured by The Boeing Company for FedEx have been omitted pursuant to Item 601(a)(5) of Regulation S-K because the information contained therein is not material and is not otherwise publicly disclosed. FedEx will furnish supplementally copies of these attachments other variables applicable to the Securities and Exchange Commission or its staff upon requestAircraft.
Appears in 1 contract
Sources: 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-▇▇▇▇▇▇▇▇▇ 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 ▇▇-▇▇▇▇▇▇▇ ▇▇▇▇ 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-▇▇▇▇▇▇▇▇▇ 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 – ▇▇▇▇▇ ▇, ▇▇▇▇▇ ▇, ▇▇▇▇▇ ▇, ▇▇▇▇▇ 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 ▇6-▇▇▇▇1162-▇▇▇-▇▇▇ ▇▇ 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 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 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 SA-6 The Boeing Company ▇.▇. ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ FED-PA-03712-LA-1106584R2 LA-1106151 R2 Federal Express Corporation ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 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 (Exercised Option Aircraft) and Purchase Right Aircraft, as identified in Table 1-C that are exercised and scheduled for delivery 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 that has been excluded pursuant to Item 601(b)(10)(iv) of Regulation S-K because it is both through [*] (i) not material and (ii) the type that FedEx treats as private or confidential. FED-PA-037112-LA-1106584R2 November 29, 2012 Very truly yours, THE BOEING COMPANY By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇ Its Attorney-In-Fact ACCEPTED AND AGREED TO this Date: December 11, 2012 FEDERAL EXPRESS CORPORATION By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ 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 MODEL 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. FedEx will furnish supplementally copies of these attachments to the Securities and Exchange Commission or its staff upon requestApplicable Purchase Right Aircraft).
Appears in 1 contract
Sources: 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 ▇▇-▇▇▇▇▇▇▇ ▇▇▇▇ 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 ▇-▇▇▇▇-▇▇▇-▇▇▇ ▇▇ Special Provisions concerning Block B Aircraft 1 LA-1306854 Performance Guarantees, Demonstrated Compliance 4 * 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 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 2014 SA - 5 The Boeing Company ▇.▇. ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ FED-PA-03712-LA-1106584R2 LA-1208292R1 Federal Express Corporation ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 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 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-037112-LA-1106584R2 November 29, 2012 Very truly yours, THE BOEING COMPANY By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇ Its Attorney-In-Fact ACCEPTED AND AGREED TO this Date: December 11, 2012 FEDERAL EXPRESS CORPORATION By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ 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 MODEL 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. FedEx will furnish supplementally copies of these attachments to the Securities and Exchange Commission or its staff upon requestBlock C Aircraft.
Appears in 1 contract
Sources: 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 ▇▇-▇▇▇▇▇▇▇ ▇▇▇▇ 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 ▇-▇▇▇▇-▇▇▇-▇▇▇ ▇▇ Special Provisions concerning Block B Aircraft 1 * Blank spaces contained confidential information that has been excluded pursuant to Item 601(b)(10)(iv) of Regulation S-K because it is both (i) not material and (ii) the type that FedEx treats as private or confidential. FED-PA-03712 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 The Boeing Company ▇.▇. ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ FED-PA-03712-LA-1106584R2 Federal Express Corporation ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Subject2013 SA - 4 [*] [*] [*] [*] OPTIONS: Aircraft Performance Guarantees Reference[*] TOTAL—SPECIAL FEATURES—EXHIBIT A: 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 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. The Boeing Company ▇.▇. ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ FED-PA-037112PA-03712-LA-1106584R2 November 29, 2012 Very truly yours, THE BOEING COMPANY By /s/ LA-1306854 Federal Express Corporation ▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇ Its Attorney-In-Fact ACCEPTED AND AGREED TO this Date: December 11, 2012 FEDERAL EXPRESS CORPORATION By /s/ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇. ▇▇▇▇ Its Vice President Aircraft Acquisition Subject: Performance Guarantees, Demonstrated Compliance Reference: Purchase Agreement No. 3712 (Purchase Agreement) between The Boeing Company (Boeing) and Federal Express Corporation (Customer) relating to Model 767-300 Freighter firm aircraft (Aircraft) This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement. The Attachment to Letter Agreement No FED-PA-03712-LA-1106584R2 November 29, 2012 Attachment to Letter Agreement No. FED-PA-03712-LA-1106584R2 CF6-80C2B6F Engines Page 1 MODEL 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. FedEx will furnish supplementally copies of these attachments to the Securities and Exchange Commission or its staff upon requestLA-1306584 contains performance guarantees (Performance Guarantees).
Appears in 1 contract
Sources: 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 ▇▇-▇▇▇▇▇▇▇ ▇▇▇▇ 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 ▇-▇▇▇▇-▇▇▇-▇▇▇ ▇▇ Special Provisions concerning Block B Aircraft 1 * Blank spaces contained confidential information that which has been excluded filed separately with the Securities and Exchange Commission pursuant to Item 601(b)(10)(iv) Rule 24b-2 under the Securities Exchange Act of Regulation S-K because it is both (i) not material and (ii) the type that FedEx treats 1934, as private or confidentialamended. 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: [*] Seller Purchased Equipment (SPE) Estimate: [*] Engine Escalation Data: Base Year Index (CPI): [*] Deposit per Aircraft: [*] Total: 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 ▇▇-▇ 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 ▇.▇. ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ FED-PA-03712-LA-1106584R2 LA-1306854 Federal Express Corporation ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 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 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-037112-LA-1106584R2 November 29, 2012 Very truly yours, THE BOEING COMPANY By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇ Its Attorney-In-Fact ACCEPTED AND AGREED TO this Date: December 11, 2012 FEDERAL EXPRESS CORPORATION By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ 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 MODEL 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. FedEx will furnish supplementally copies of these attachments to the Securities and Exchange Commission or its staff upon request.
Appears in 1 contract
Sources: 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 ▇▇-▇▇▇▇▇▇▇ ▇▇▇▇ 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 ▇-▇▇▇▇-▇▇▇-▇▇▇ ▇▇ Special Provisions concerning Block B Aircraft 1 * Blank spaces contained confidential information that which has been excluded filed separately with the Securities and Exchange Commission pursuant to Item 601(b)(10)(iv) Rule 24b-2 under the Securities Exchange Act of Regulation S-K because it is both (i) not material and (ii) the type that FedEx treats 1934, as private or confidentialamended. 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 ▇.▇. ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ FED-PA-03712-LA-1106584R2 Federal Express Corporation ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 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 that which has been excluded filed separately with the Securities and Exchange Commission pursuant to Item 601(b)(10)(iv) Rule 24b-2 under the Securities Exchange Act of Regulation S-K because it is both (i) not material and (ii) the type that FedEx treats 1934, as private or confidentialamended. FED-PA-037112-LA-1106584R2 November 29, 2012 Very truly yours, THE BOEING COMPANY By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇ Its Attorney-In-Fact ACCEPTED AND AGREED TO this Date: December 11, 2012 FEDERAL EXPRESS CORPORATION By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ 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 MODEL 767P.A. No. 3712 SS12-300 FREIGHTER PERFORMANCE GUARANTEES Certain attachments 0336 AERO-B-BBA4-M11-1089B BOEING PROPRIETARY Attachment to this exhibit regarding delivery and pricing of certain B767F aircraft manufactured by The Boeing Company for FedEx have Letter Agreement No. FED-PA-03712-LA-1106584R2 CF6-80C2B6F Engines * Blank spaces contained confidential information which has been omitted pursuant to Item 601(a)(5) of Regulation S-K because the information contained therein is not material and is not otherwise publicly disclosed. FedEx will furnish supplementally copies of these attachments to filed separately with the Securities and Exchange Commission or its staff upon requestpursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.
Appears in 1 contract
Sources: 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 ▇▇-▇▇▇▇▇▇▇ ▇▇▇▇ 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 ▇-▇▇▇▇-▇▇▇-▇▇▇ ▇▇ Special Provisions concerning Block B Aircraft 1 * Blank spaces contained confidential information that has been excluded pursuant to Item 601(b)(10)(iv) of Regulation S-K because it is both (i) not material and (ii) the type that FedEx treats as private or confidential. FED-PA-03712 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 The Boeing Company ▇.▇. ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ FED-PA-03712-LA-1106584R2 Federal Express Corporation ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Subject: Aircraft Performance Guarantees Reference: Purchase Agreement No. 3712 (Purchase Agreement) between The Boeing Company (Boeing) and Federal Express Corporation (Customer) relating to Model BOEING MODEL 767-3S2F firm aircraft listed AIRCRAFT Customer Detail Specification is D019T002FED63F-1, Rev NEW. Such Detail Specification will be comprised of Boeing Configuration Specification D019T002, revision K, dated as of April 30, 2011, and as amended to incorporate the Options attached hereto, including the effects on Table 1-A Manufacturer’s Empty Weight (MEW) and Table 1-A1 or as otherwise agreed by Boeing Operating Weight (OEW). The Aircraft Basic Price reflects and Customer in writing (Aircraft) This letter agreement (Letter Agreement) amends and supplements includes all effects of such Optional Features, except such Aircraft Basic Price does not include 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 price effects of any performance guarantee to the terms in Letter Agreements NoBuyer Furnished Equipment or Seller Purchased Equipment. FED-PA-03712-LA-1106153 entitled “Liquidated Damages – Non-Excusable Delay” and FED-PA-03712-LA-1106574 entitled “Agreement for Deviation EXA October 8, 2012 [ * ].” 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. ] [ * ] [ * ] [ * ] OPTIONS:[*] TOTAL—SPECIAL FEATURES—EXHIBIT A: [ * ] [ * ] * 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-037112-LA-1106584R2 November 29, 2012 Very truly yours, THE BOEING COMPANY By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇ Its Attorney-In-Fact ACCEPTED AND AGREED TO this Date: December 11, 2012 FEDERAL EXPRESS CORPORATION By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ Its Vice President Aircraft Acquisition FED-PA-03712-LA-1106584R2 November 29, 2012 Attachment to Letter Agreement P.A. No. FED-PA-03712-LA-1106584R2 CF6-80C2B6F Engines Page 1 03712 SA-2 BFE1 BOEING MODEL 767-300 FREIGHTER PERFORMANCE GUARANTEES Certain attachments to this exhibit regarding delivery 300F AIRCRAFT This Supplemental Exhibit BFE1 contains vendor selection dates, on-dock dates and pricing of certain B767F aircraft manufactured by The Boeing Company for FedEx have been omitted pursuant to Item 601(a)(5) of Regulation S-K because the information contained therein is not material and is not otherwise publicly disclosed. FedEx will furnish supplementally copies of these attachments other variables applicable to the Securities and Exchange Commission or its staff upon requestAircraft.
Appears in 1 contract
Sources: 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-▇▇▇▇▇▇▇▇▇ 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 ▇▇-▇▇▇▇▇▇▇ ▇▇▇▇ 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-▇▇▇▇▇▇▇▇▇ 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 [*] – ▇▇▇▇▇ ▇, ▇▇▇▇▇ ▇, ▇▇▇▇▇ ▇, ▇▇▇▇▇ 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 ▇11 6-1162-SCR-146R2 LA Special Provision – Block B and Block G Aircraft 11 LA-1306854R1 Performance Guarantees, Demonstrated Compliance 6 6-1162-LKJ-0696R6 LA-[*] 6 6-1162-LKJ-0705 LA-Special Matters for ▇▇▇▇-▇ ▇, ▇▇▇-▇▇ ▇ ▇▇▇ ▇▇▇▇▇ Special Provisions concerning Block B Aircraft 1 ▇ ▇▇▇▇▇▇▇▇ in Table 1-A2 6-1162-LKJ-0707 LA- Agreement Regarding [*] 6 FED-PA-03712 SA-15 * 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) is not material and (ii) the type that would likely cause competitive harm to FedEx treats as private or confidentialif 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 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 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 ▇▇▇-▇▇-▇▇▇▇▇ ▇▇-▇▇ The Boeing Company ▇.▇. ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ FED-PA-03712-LA-1106584R2 LA-1106158 R6 Federal Express Corporation ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 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-▇▇▇▇▇▇▇▇▇ 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 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-037112-LA-1106584R2 November 29, 2012 Very truly yours, THE BOEING COMPANY By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇ Its Attorney-In-Fact ACCEPTED AND AGREED TO this Date: December 11, 2012 FEDERAL EXPRESS CORPORATION By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ 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 MODEL 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. FedEx will furnish supplementally copies of these attachments to the Securities and Exchange Commission or its staff upon request.
Appears in 1 contract
Sources: Supplemental Agreement (Fedex Corp)