EX-101 INSTANCE DOCUMENT

EX-10.26 2 c19556exv10w26.htm EXHIBIT 10.26 Exhibit 10.26

EXHIBIT 10.26

Supplemental Agreement No. 18

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 30^th day of March, 2011, 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 re-schedule the delivery of one (1) Aircraft (Rescheduled Aircraft) as follows;


Serial	Current Delivery		Revised Delivery
Number	Month per SA # 12		Month
[ * ]		[ * ]		[ * ]

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.

S18-1

All terms used herein and in the Purchase Agreement, and not defined herein, shall have the same meaning as in the Purchase Agreement.

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. 18.

Remove and replace, in its entirety, Table 1-D to the Purchase Agreement with the revised Table 1-D attached hereto to reflect changes relating to the Rescheduled Aircraft.

As a result of accelerating the Rescheduled Aircraft, advance payments in the amount of [ * ] U.S. dollars ([ * ]) will be due within two (2) business days after Customer’s acceptance of this Supplemental Agreement No. 18.

4.		Customer and Boeing hereby acknowledge and confirm that Letter Agreement 6-1162-RRO-1144R4 is hereby cancelled and replaced in its entirety with Letter Agreement 6-1162-RRO-1144R5.

5.		Boeing’s offer to re-schedule the Rescheduled Aircraft will expire on March 31, 2011.

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:	VP, 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.

S18-2

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

1B Block B Aircraft Information Table		4

1C Block C Aircraft Information Table		13

1C1 Block C Aircraft Information Table (MSN [ * ])		11

1C2 Block C Aircraft Information Table		16

1D Block D Aircraft Information Table		18

EXHIBIT

A. Aircraft Configuration		4

A1. Aircraft Configuration (Block B Aircraft)		4

A2. Aircraft Configuration (Block C Aircraft except MSN [ * ])		11

A3. Aircraft Configuration (Block C Aircraft w/ MSN [ * ])		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	1	SA 18

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 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

	Attachment		16

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 Letter Agreement 6-1162-RRO-1062		4

6-1162-RRO-1068	Special Provision — Block B Aircraft		4

FED-PA—LA-1000790R2	Special Matters for Block C Aircraft 16

FED-PA—LA-1001683R1	Special Matters for Block D Aircraft 16

6-1162-RRO-1144R5	[ * ]		18


*		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 18

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 30, 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 Exchange Act of 1934, as amended.



P.A. No. 3157	3	SA 18

BOEING PROPRIETARY

Table 1-D To
Purchase Agreement No. PA-03157
Aircraft Delivery, Description, Price and Advance Payments

Airframe Model/MTOW:

777-Freighter

766000 pounds

Detail Specification: D019W007FED7F-1 Rev C dated January 10, 2011

Engine Model/Thrust:

GE90-110B1L

110100 pounds

Airframe Price Base Year/Escalation Formula:

Jul-10

ECI-MFG/CPI

Airframe Price:

[ * ]

Engine Price Base Year/Escalation Formula:

N/A

Optional Features:

[ * ]

Sub-Total of Airframe and Features:

[ * ]

Airframe Escalation Data:

Engine Price (Per Aircraft):

[ * ]

Base Year Index (ECI):

106.8

Aircraft Basic Price (Excluding BFE/SPE):

[ * ]

Base Year Index (CPI):

215.6

Buyer Furnished Equipment (BFE) Estimate:

[ * ]

Seller Purchased Equipment (SPE) Estimate:

[ * ]

Deposit per Aircraft:

As noted below

Escalation

Escalation Estimate

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

Delivery

Number of

Factor

Adv Payment Base

At Signing

24 Mos.

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

Total

Date

Aircraft

(Airframe)

MSN

Deposit

Price Per A/P

35%

Block D 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.



FED 54641, 55684 and 56375	Boeing Proprietary	Supplemental Agreement No. 18 Page 1

The Boeing Company
P. O. Box 3707
Seattle, WA 98124-2207

March 25, 2011
6-1162-RRO-1144R5

Federal Express Corporation
2955 Republican Drive
Memphis, TN 38118


Attention:		Mr. Kevin Burkhart Managing Director — Aircraft Acquisitions & Sales

Subject:		[ * ]

Reference:		Supplemental Agreement No. 8, Nos. 13 through No. 16 and No. 18 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 Mr. Burkhart:

In consideration of the strong business relationship between Boeing and Customer and Customer executing Supplemental Agreements No. 8, Nos. 13 through No. 16 and No. 18, Boeing has agreed to [ * ].


*		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, 6-1162-RRO-1144R5 [ * ]	BOEING PROPRIETARY	SA-18 Page 1

Further Customer agrees and acknowledges that Attachment A can not be revised/modified in any way unless specifically agreed to in writing by Boeing.


Very truly yours,

THE BOEING COMPANY

By		/s/ STUART C. ROSS

Its		Attorney-In-Fact

ACCEPTED AND AGREED TO this

Date: March 30^th, 2011

FEDERAL EXPRESS CORPORATION

By		/s/ PHILLIP C. BLUM

Its		VP, Aircraft Acquisitions & SAO

Attachment


*		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- 6-1162-RRO-1144R5 [ * ]	BOEING PROPRIETARY	SA-18 Page 2

Attachment A to 6-1162-RRO-1144R5

[ * ]


*		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