Exhibit 101.1 Interactive Date Files
Exhibit 10.41
INFORMATION IN THIS EXHIBIT IDENTIFIED BY BRACKETS IS CONFIDENTIAL AND HAS BEEN EXCLUDED PURSUANT TO ITEM 601(B)(10)(IV) OF REGULATION S-K BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) THE TYPE THAT FEDEX TREATS AS PRIVATE OR CONFIDENTIAL.
Supplemental Agreement No. 31
to
Purchase Agreement No. 3157
between
The Boeing Company
And
Federal Express Corporation
Relating to Boeing Model 777-FREIGHTER Aircraft
THIS SUPPLEMENTAL AGREEMENT No. 31 (SA-31), entered into as of the 14th day of September_2018, by and between THE BOEING COMPANY (Boeing) and FEDERAL EXPRESS CORPORATION (Customer);
W I T N E S S E T H:
A. WHEREAS, the parties entered into that certain Purchase Agreement No. 3157, dated November 7, 2006 (Purchase Agreement), relating to the purchase and sale of certain Boeing Model 777-FREIGHTER Aircraft (Aircraft);
B. WHEREAS, Customer desires to reschedule the delivery month of one (1) Block B Aircraft, as shown in the table below (SA-31 Accelerated Block B Aircraft):
| Aircraft Block | MSN | Table | Existing Delivery Month of Aircraft | Revised Delivery Month of Aircraft | ||||
| B | 40682 | 1-A | [*] | [*] |
C. WHEREAS, Boeing has agreed to provide additional commercial and business considerations for the SA-31 Accelerated Block B Aircraft.
D. WHEREAS, Customer desires to reschedule the delivery month of one (1) Block D Aircraft, as shown in the table below (SA-31 Accelerated Block D Aircraft):
| Aircraft Block | MSN | Table | Existing Delivery Month of Aircraft | Revised Delivery Month of Aircraft | ||||
| D | 41737 | 1-D | [*] | [*] |
| * | Blank spaces contained confidential information that has been excluded pursuant to Item 601(b)(10)(iv) of Regulation S-K because it is both (i) not material and (ii) the type that FedEx treats as private or confidential. |
| P.A. No. 3157 | 1 | SA–31 | ||
| BOEING PROPRIETARY | ||||
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. 31. |
| 2. | Boeing and Customer agree that upon execution of this Supplemental Agreement No. 31 the SA-31 Accelerated Block B Aircraft is hereby rescheduled as described in Recital Paragraph B above. |
| 3. | Boeing and Customer agree that upon execution of this Supplemental Agreement No. 31 the SA-31 Accelerated Block D Aircraft is hereby rescheduled as described in Recital Paragraph D above. |
| 4. | Remove and replace, in its entirety, “Table 1-A”, with the revised Table 1-A, attached hereto, revised to change the delivery month of the [*] aircraft to [*]. Furthermore, Boeing and Customer agree that there will not be any change to the current [*], [*], and [*] used for the revised aircraft delivery described in Recital Paragraph B and will remain the same as of SA-30. |
| 5. | Remove and replace, in its entirety, “Table 1-D”, with the revised Table 1-D, attached hereto, revised to change the delivery month of the [*] aircraft to [*]. Furthermore, Boeing and Customer agree that there will not be any change to the current [*], [*], and [*] used for the revised aircraft delivery described in Recital Paragraph D and will remain the same as of SA-30. |
| 6. | This Supplemental Agreement No. 31 to the Purchase Agreement shall not be effective unless executed and delivered by the parties on or prior to September 14, 2018. |
| * | Blank spaces contained confidential information that has been excluded pursuant to Item 601(b)(10)(iv) of Regulation S-K because it is both (i) not material and (ii) the type that FedEx treats as private or confidential. |
| P.A. No. 3157 | 2 | SA–31 | ||
| BOEING PROPRIETARY | ||||
EXECUTED as of the day and year first above written.
| THE BOEING COMPANY | FEDERAL EXPRESS CORPORATION | |||||||
| By: | /s/ Dennis A. Toy | By: | /s/ Kevin A. Burkhart | |||||
| Its: | Attorney-In-Fact | Its: | Vice President | |||||
| P.A. No. 3157 | 3 | SA–31 | ||
| BOEING PROPRIETARY | ||||
TABLE OF CONTENTS
| ARTICLES | SA NUMBER | |||||
| 1. | Quantity, Model and Description | |||||
| 2. | Delivery Schedule | |||||
| 3. | Price | |||||
| 4. | Payment | |||||
| 5. | Miscellaneous | |||||
| TABLE | ||||||
| 1. | Aircraft Information Table | 30 | ||||
| 1-A | Block B Firm Aircraft Information Table | 31 | ||||
| 1-B | Block B Conditional Firm Aircraft Information Table | 30 | ||||
| 1-C | Block C Aircraft Information Table | 13 | ||||
| 1-C1 | Block C Aircraft Information Table (MSN 39285) | 11 | ||||
| 1-C2 | Block C Aircraft Information Table | 29 | ||||
| 1-D | Block D Aircraft Information Table | 31 | ||||
| 1-E1 | Block E Firm Aircraft Information Table (Block E1) | 30 | ||||
| 1-E2 | Block E Conditional Firm Aircraft Information Table (Block E2) | 30 | ||||
| EXHIBIT | ||||||
| A. | Aircraft Configuration | 4 | ||||
| A1. | Aircraft Configuration (Block B Aircraft) | 4 | ||||
| A2. | Aircraft Configuration (Block C Aircraft except MSN 39285) | 11 | ||||
| A3. | Aircraft Configuration (Block C Aircraft w/ MSN 39285) | 11 | ||||
| A4. | Aircraft Configuration (Block D Aircraft) | 12 | ||||
| A5. | Aircraft Configuration (Block E Aircraft) | 30 | ||||
| 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–31 | ||
| BOEING PROPRIETARY | ||||
| LETTER AGREEMENT | SA NUMBER | |||
| 3157-01 | 777 Spare Parts Initial Provisioning | |||
| 3157-02 | Demonstration Flight Waiver | |||
| 6-1162-RCN-1785 | Demonstrated Compliance | |||
| 6-1162-RCN-1789 | Option Aircraft Attachment to 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-1798R1 | 777 Boeing Converted Freighter | 4 | ||
| 6-1162-RCN-1799R1 | [*] | 24 | ||
| 6-1162-RRO-1062 | Option Aircraft Attachment to Letter 6-1162-RRO-1062 | 4 30 | ||
| 6-1162-RRO-1065 | Performance Guarantees for Block B Aircraft | 4 | ||
| 6-1162-RRO-1066R1 | Special Matters for Block B Aircraft | 22 | ||
| 6-1162-RRO-1067R1 | Special Matters for Option Aircraft detailed in Letter Agreement 6-1162-RRO-1062 | 30 | ||
| 6-1162-RRO-1068R1 | Special Provision – Block B and Block E2 Aircraft | 30 | ||
| FED-PA-LA-1000790R3 | Special Matters for Block C Aircraft | 20 | ||
| FED-PA-LA-1001683R2 | Special Matters for Block D Aircraft | 19 | ||
| 6-1162-RRO-1144R7 | [*] as related to SAs #8, #13 through #16, SA # 18 through SA #20 | 20 | ||
| 6-1162-SCR-137 | 777F Miscellaneous Matters | 20 | ||
| 6-1162-SCR-154 | [*] Letter | 22 | ||
| 6-1162-SCR-155 | [*] Engine Hard Mount Letter | 22 | ||
| 6-1162-SCR-186 | [*], Non-Isolated Engine Mounts Letter | 23 | ||
| 6-1162-SCR-193 R1 | [*] Matters and [*] Special Matters | 30 | ||
| * | Blank spaces contained confidential information that has been excluded pursuant to Item 601(b)(10)(iv) of Regulation S-K because it is both (i) not material and (ii) the type that FedEx treats as private or confidential. |
| P.A. No. 3157 | 5 | SA–31 | ||
| BOEING PROPRIETARY | ||||
| LETTER AGREEMENT (Con’t) | SA NUMBER | |||
| 6-1162-LKJ-0726 | [*] | 24 | ||
| SA-24 Accelerated Block B Aircraft | ||||
| 6-1162-LKJ-0737R1 | Special Matters – SA-26 Accelerated Block C Aircraft | 29 | ||
| 6-1162-LKJ-0758 | Special Matters – SA-27 Accelerated Block B Aircraft | 27 | ||
| 6-1162-LKJ-0768 | Special Matters – SA-28 Accelerated Aircraft | 28 | ||
| 6-1162-LKJ-0766 | Special Matters – SA-29 Accelerated Aircraft | 29 | ||
| 6-1162-LKJ-0767 | Special Considerations – SA-29 | 29 | ||
| FED-PA-3157-LA-1802894 | Special Matters for Block E Aircraft | 30 | ||
| 6-1169-LKJ-0776 | SA-30 Option Aircraft | 30 | ||
| 6-1169-LKJ-0777 | Special Matters – SA-30 Option Aircraft | 30 | ||
| 6-1169-LKJ-0778 | SA-30 [*] Matters | 30 | ||
| * | Blank spaces contained confidential information that has been excluded pursuant to Item 601(b)(10)(iv) of Regulation S-K because it is both (i) not material and (ii) the type that FedEx treats as private or confidential. |
| P.A. No. 3157 | 6 | SA–31 | ||
| BOEING PROPRIETARY | ||||
| SUPPLEMENTAL AGREEMENTS | DATED AS OF: | |
| Supplemental Agreement No. 1 | May 12, 2008 | |
| Supplemental Agreement No. 2 | July 14, 2008 | |
| Supplemental Agreement No. 3 | December 15, 2008 | |
| Supplemental Agreement No. 4 | January 9, 2009 | |
| Supplemental Agreement No. 5 | January 11, 2010 | |
| Supplemental Agreement No. 6 | March 17, 2010 | |
| Supplemental Agreement No. 7 | March 17, 2010 | |
| Supplemental Agreement No. 8 | April 30, 2010 | |
| Supplemental Agreement No. 9 | June 18, 2010 | |
| Supplemental Agreement No. 10 | June 18, 2010 | |
| Supplemental Agreement No. 11 | August 19, 2010 | |
| Supplemental Agreement No. 12 | September 3, 2010 | |
| Supplemental Agreement No. 13 | August 27, 2010 | |
| Supplemental Agreement No. 14 | October 25, 2010 | |
| Supplemental Agreement No. 15 | October 29, 2010 | |
| Supplemental Agreement No. 16 | January 31, 2011 | |
| Supplemental Agreement No. 17 | February 14, 211 | |
| Supplemental Agreement No. 18 | March 31, 2011 | |
| Supplemental Agreement No. 19 | October 27, 2011 | |
| Supplemental Agreement No. 20 | December 14, 2011 | |
| Supplemental Agreement No. 21 | June 29, 2012 | |
| Supplemental Agreement No. 22 | December 11, 2012 | |
| Supplemental Agreement No. 23 | December 10, 2013 | |
| Supplemental Agreement No. 24 | May 4, 2016 | |
| Supplemental Agreement No. 25 | June 10, 2016 | |
| P.A. No. 3157 | 7 | SA–31 | ||
| BOEING PROPRIETARY | ||||
| SUPPLEMENTAL AGREEMENTS (Con’t) | DATED AS OF: | |
| Supplemental Agreement No. 26 | February 10, 2017 | |
| Supplemental Agreement No. 27 | October 12, 2017 | |
| Supplemental Agreement No. 28 | January 28, 2018 | |
| Supplemental Agreement No. 29 | February 2, 2018 | |
| Supplemental Agreement No. 30 | June 18, 2018 | |
| Supplemental Agreement No. 31 | September , 2018 | |
Omitted Attachments
Certain attachments to this exhibit regarding delivery and pricing of certain B777F aircraft manufactured by The Boeing Company for FedEx have been omitted pursuant to Item 601(a)(5) of Regulation S-K because the information contained therein is not material and is not otherwise publicly disclosed. FedEx will furnish supplementally copies of these attachments to the Securities and Exchange Commission or its staff upon request.
| P.A. No. 3157 | 8 | SA–31 | ||
| BOEING PROPRIETARY | ||||
