EX-101 INSTANCE DOCUMENT

EX-10.2 3 d412877dex102.htm SUPPLEMENTAL AGREEMENT NO. 21 SUPPLEMENTAL AGREEMENT NO. 21

Exhibit 10.2

Supplemental Agreement No. 21

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 29^th day of June 2012, 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 (Aircraft); and

WHEREAS, Customer desires to cancel four (4) Block B Aircraft as shown in the Table below:


Manufacturer’s Serial Number		Existing Delivery Date
40677		[*]
40678		[*]
40680		[*]
40681		[*]

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. No. 3157	1	SA 21

	BOEING PROPRIETARY

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. 21.

2.	The following four (4) Block B Aircraft are hereby cancelled, and neither Boeing nor Customer shall have any further obligation with respect thereto except as set forth herein:


Manufacturer’s Serial Number		Existing Delivery Date
40677		[*]
40678		[*]
40680		[*]
40681		[*]

3.	Remove and replace, in its entirety, Table 1-B with a revised Table 1-B, attached hereto, to reflect the change in quantity of the Aircraft.

4.	As a result of the changes incorporated in this Supplemental Agreement No. 21, excess advance payments in the amount of [] are currently held by Boeing. Customer and Boeing agree that [].

EXECUTED as of the day and year first above written.


THE BOEING COMPANY		FEDERAL EXPRESS CORPORATION

By:	/s/ STUART C. ROSS	By:	/s/ PHILLIP C. BLUM
Its: Attorney-In-Fact		Its: Vice President

*	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	2	SA 21

	BOEING PROPRIETARY

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	15
	1A	Block B [*] Aircraft Information Table	20
	1B	Block B [*] Aircraft Information Table	21
	1C	Block C Aircraft Information Table	13
	1C1	Block C Aircraft Information Table (MSN 39285)	11
	1C2	Block C Aircraft Information Table	20
	1D	Block D Aircraft Information Table	20

EXHIBIT
	A.	Aircraft Configuration	4
	A1.	Aircraft Configuration (Block B Aircraft)	4
	A2.	Aircraft Configuration (Block C Aircraft except MSN 39285)	11
	A3.	Aircraft Configuration (Block C Aircraft w/ MSN 39285)	11
	A4.	Aircraft Configuration (Block D Aircraft)	12
	B.	Aircraft Delivery Requirements and Responsibilities

SUPPLEMENTAL EXHIBITS
	AE1.	Escalation Adjustment/Airframe and Optional Features
	CS1.	Customer Support Variables
	EE1.	Engine Escalation/Engine Warranty and Patent Indemnity
	SLP1.	Service Life Policy Components

*	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	3	SA 21

	BOEING PROPRIETARY


		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	Exercised
	Attachment to Letter 6-1162-RCN-1789	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
	Attachment to Letter 6-1162-RRO-1062	20
6-1162-RRO-1065	Performance Guarantees for Block B Aircraft	4
6-1162-RRO-1066R1	Special Matters for Block B Aircraft	4
6-1162-RRO-1067	Special Matters for Option Aircraft detailed in	4
	Letter Agreement 6-1162-RRO-1062
6-1162-RRO-1068	Special Provision – Block B Aircraft	4
FED-PA-LA-1000790R3	Special Matters for Block C Aircraft	20
FED-PA-LA-1001683R2	Special Matters for Block D Aircraft	19
6-1162-RRO-1144R7	[*]	20
6-1162-SCR-137	777F Miscellaneous Matters	20

*	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	4	SA 21

	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, 2011

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


P.A. No. 3157	5	SA 21

	BOEING PROPRIETARY

Table 1-B to Purchase Agreement No. 3157

Aircraft Delivery, Description, Price and Advance Payments

Block B [*]


Airframe Model/MTOW:	777-Freighter	766000 pounds	Detail Specification: D019W007FED7F-1, Rev E dated August 29, 2011

Engine Model/Thrust:	GE90-110B1L	110000 pounds	Airframe Price Base Year/Escalation Formula:	Jul-06	ECI-MFG/CPI

Airframe Price:		[*]	Engine Price Base Year/Escalation Formula:	N/A	N/A

Optional Features:		[*]

Sub-Total of Airframe and Features:		[*]	Airframe Escalation Data:

Engine Price (Per Aircraft):		[*]	Base Year Index (ECI):	[*]

Aircraft Basic Price (Excluding BFE/SPE):		[*]	Base Year Index (CPI):	[*]

Buyer Furnished Equipment (BFE) Estimate:		[*]

Seller Purchased Equipment (SPE) Estimate:		[*]

Non-Refundable Deposit/Aircraft at Def Agreemt:		[*]

Delivery
Date

Number of
Aircraft

Escalation
Factor
(Airframe)

MSN

Escalation Estimate
Adv Payment Base
Price Per A/P

Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):

At Signing
1%

24 Mos.
4%

21/18/15/12/9/6
Mos. 5%

Total
35%

[*]

40683

[*]

40684

[*]

40685

[*]

40671

[*]

40672

[*]

40673

[*]

40676

[*]

40679

[*]

40682

[*]

Total:

*	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.


APR 50270		Supplemental Agreement #21 Page 1

	BOEING PROPRIETARY