EX-10.12



 Exhibit 10.12 

FedEx Contract #12-0527-021 

Supplemental Agreement No. 9 

to 
 Purchase Agreement
No. 3712 
 between 
 The
Boeing Company 
 And 
 Federal
Express Corporation 
 Relating to Boeing Model 767-3S2F Aircraft 

THIS SUPPLEMENTAL AGREEMENT, entered into as of February 16, 2017 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 Purchase Agreement No. 3712, dated December 14, 2011 (Purchase Agreement), relating to the
purchase and sale of certain Boeing Model 767-3S2F Aircraft (the Aircraft); and 
 B. WHEREAS,
Customer desires to reschedule the delivery month of two (2) Aircraft as set forth in the table below: 
  

									
	 Current

Delivery Month

& Year
	  	 Revised

Delivery Month

& Year
	  	 Block
	  	 Table

Reference
	  	 MSN

	[*]	  	[*]	  	Original Firm	  	Table 1-A	  	42726
	[*]	  	[*]	  	Original Firm	  	Table 1-A	  	42727

 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. 9. 
  

	*	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 
 S9-1 









 Supplemental Agreement No. 9 to 

Purchase Agreement No. 3712 
  

 2. Boeing and Customer acknowledge and agree that upon execution of this Supplemental
Agreement No. 9 the two (2) Aircraft described in Recital Paragraph B above are hereby rescheduled as described herein. 
 3.
Revise and replace in its entirety, Table 1-A with a revised Table 1-A, attached hereto, to reschedule the delivery month of two (2) Aircraft as identified in
Recital Paragraph B above. 
 4. Revise and replace in its entirety Attachment 4 to Letter Agreement FED-PA-03712-LA-1106156R2, Option Aircraft, attached hereto, to reflect the reschedule of the two (2) Aircraft
described in Recital Paragraph B above. 
 5. Boeing acknowledges that as a result of the reschedule of the two (2) Aircraft described
in Recital Paragraph B above Customer will have [*] applicable to each such Aircraft. Boeing will [*] of the applicable Aircraft. 
 6. This
Supplemental Agreement No. 9 to the Purchase Agreement shall not be effective until executed and delivered by the parties on or prior to February 17, 2017.  
  

	*	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

 S9-2 









 Supplemental Agreement No. 9 to 

Purchase Agreement No. 3712 
  

 EXECUTED as of the day and year first above written. 

 

			
	THE BOEING COMPANY
		
	By:	 	 /s/ L. Kirsten Jensen

		
	Its:	 	
Attorney-In-Fact

	
	FEDERAL EXPRESS CORPORATION
		
	By:	 	 /s/ Phillip C. Blum

		
	Its:	 	 Vice President Aircraft Acquisition



  
 BOEING PROPRIETARY

 S9-3 








 TABLE OF CONTENTS 

 

							
	 ARTICLES
	  	SA
Number	 
	 1
	 	 Quantity, Model and Description
	  			
	 2
	 	 Delivery Schedule
	  			
	 3
	 	 Price
	  			
	 4
	 	 Payment
	  			
	 5
	 	 Additional Terms
	  			
		
	 TABLES
	  	 	 
	 1-A
	 	 Firm Aircraft Information Table
	  	 	9	 
	 1-A1
	 	 Block C Aircraft Information Table
	  	 	8	 
	 1-A2
	 	 Block E, Block F and Block G Aircraft Information Table
	  	 	6	 
	 1-B
	 	 Exercised Option Aircraft Information Table
	  	 	8	 
	 1-B1
	 	 Exercised Block D Option Aircraft Information Table
	  	 	2	 
	 1-C
	 	 Exercised Purchase Right Aircraft Information Table
	  	 	2	 
		
	 EXHIBIT
	  	 	 
	 A
	 	 Aircraft Configuration
	  	 	4	 
	 B
	 	 Aircraft Delivery Requirements and Responsibilities
	  			
		
	 SUPPLEMENTAL EXHIBITS
	  	 	 
	 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	 		 	SA-9
		 	BOEING PROPRIETARY	 	










							
	 LETTER AGREEMENTS
	  	SA
Number	 
			
	 LA-1106151R2
	 	 LA-Special Matters Concerning [*] –
Option
	  			
		 	 Aircraft and Certain Purchase Right Aircraft
	  	 	6	 
	 LA-1106152
	 	 LA-Special Matters Concerning [*] – Firm
Aircraft
	  			
	 LA-1106153
	 	 LA-Liquidated Damages
Non-Excusable Delay
	  			
	 LA-1106154R2
	 	 LA-Firm Aircraft and Option Aircraft Delivery
Matters
	  	 	6	 
	 LA-1106155
	 	 LA-Open Configuration Matters
	  			
	 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
	  	 	9	 
	 LA-1106157
	 	 AGTA Amended Articles
	  			
	 LA-1106158R3
	 	 LA-Right to Purchase Additional Aircraft
	  	 	8	 
	 LA-1106159R1
	 	 LA-Special Matters Concerning [*]
	  	 	1	 
	 LA-1106160
	 	 LA-Spare Parts Initial Provisioning
	  			
	 LA-1106163
	 	 LA-Demonstration Flight Waiver
	  			
	 LA-1106177R1
	 	 LA-[*]
	  	 	6	 
	 LA-1106207R1
	 	 LA-Special Matters Firm Aircraft
	  	 	1	 
	 LA-1106208R1
	 	 LA-Special Matters Option Aircraft
	  	 	1	 
	 LA-1106574R1
	 	 LA-Agreement for Deviation from the [*]
	  	 	6	 
	 LA-1106584R4
	 	 LA-Aircraft Performance Guarantees
	  	 	6	 
	 LA-1106586
	 	 LA-Miscellaneous Matters
	  			
	 LA-1106614R2
	 	 LA-Special Matters for Purchase Right Aircraft
	  	 	8	 
	 LA-1106824
	 	 LA-Customer Support Matters
	  			
	 LA-1208292R2
	 	 LA-Special Matters Concerning Escalation – Block
B, Block C, Block E, Block F and Block G Aircraft
	  	 	6	 
	 LA-1208296R1
	 	 LA-Special Matters for Block D Option Aircraft
	  	 	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 Block E, Block F and Block G
Aircraft in Table 1-A2
	  			
	 6-1162-LKJ-0707
	 	 LA- Agreement Regarding [*]
	  	 	6	 
	 6-1162-LKJ-0709
	 	 [*] Special Matters
	  	 	6	 
			
	 6-1162-LKJ-0728
	 	 Special Matters – SA-8 Early Exercise
Aircraft
	  	 	8	 


  

	*	Blank spaces contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange
Act of 1934, as amended. 



  

					
	FED-PA-03712	 		 	SA-9
		 	BOEING PROPRIETARY	 	










			
	 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
		
	 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-9
		 	BOEING PROPRIETARY	 	









 Table 1-A To 

Purchase Agreement No. 3712 

Aircraft Delivery, Description, Price and Advance Payments 

Firm Aircraft 

 


							
	 Airframe Model/MTOW:
	  	767-300F	  	 	408000 pounds	 
			
	 Engine Model/Thrust:
	  	CF6-80C2B6F	  	 	60200 pounds	 
		
	 Airframe Price:
	  	 	[*]	 
		
	 Optional Features:
	  	 	[*]	 
		  		  	  
	  
	 
		
	 Sub-Total of Airframe and
Features:
	  	 	[*]	 
		
	 Engine Price (Per Aircraft):
	  	 	[*]	 
		
	 Aircraft Basic Price (Excluding BFE/SPE):
	  	 	[*]	 
		  		  	  
	  
	 
		
	 Buyer Furnished Equipment (BFE) Estimate:
	  	 	[*]	 
		
	 Seller Purchased Equipment (SPE) Estimate:
	  	 	[*]	 
		
	 Deposit per Aircraft:
	  	 	[*]	 


 




							
	 Detail Specification: D019T002 Rev. K Dated April 30,
2011

			
	 Airframe Price Base Year/Escalation Formula:
	  	 	[*]	 	  	ECI-MFG/CPI
			
	 Engine Price Base Year/Escalation Formula:
	  	 	[*]	 	  	GE CF6-80 & GE90 (99 rev.)
			
	 Airframe Escalation Data:
	  				  	
			
	 Base Year Index (ECI):
	  	 	[*]	 	  	
			
	 Base Year Index (CPI):
	  	 	[*]	 	  	
			
	 Engine Escalation Data:
	  				  	
			
	 Base Year Index (CPI):
	  	 	[*]	 	  	

 
 

  

																													
	 	 	 	 	Escalation	 	Escalation	 	 	 	Escalation Estimate	 	 	Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):	 
	 Delivery Date
	 	Number of
Aircraft	 	Factor
(Airframe)	 	Factor
(Engine)	 	 	 	Adv Payment Base
Price Per A/P	 	 	At Signing
1%	 	 	24 Mos.
4%	 	 	21/18/12/9/6 Mos.
5%	 	 	Total
30%	 
	 [*]
	 	1	 	[*]	 	[*]	 	See Note 1	 	 	[*	] 	 	 	[*	] 	 	 	[*	] 	 	 	[*	] 	 	 	[*	] 
	 [*]
	 	1	 	[*]	 	[*]	 		 	 	[*	] 	 	 	[*	] 	 	 	[*	] 	 	 	[*	] 	 	 	[*	] 
	 [*]
	 	1	 	[*]	 	[*]	 		 	 	[*	] 	 	 	[*	] 	 	 	[*	] 	 	 	[*	] 	 	 	[*	] 
	 [*]
	 	1	 	[*]	 	[*]	 		 	 	[*	] 	 	 	[*	] 	 	 	[*	] 	 	 	[*	] 	 	 	[*	] 
	 [*]
	 	1	 	[*]	 	[*]	 		 	 	[*	] 	 	 	[*	] 	 	 	[*	] 	 	 	[*	] 	 	 	[*	] 
	 [*]
	 	1	 	[*]	 	[*]	 		 	 	[*	] 	 	 	[*	] 	 	 	[*	] 	 	 	[*	] 	 	 	[*	] 
	 [*]
	 	1	 	[*]	 	[*]	 		 	 	[*	] 	 	 	[*	] 	 	 	[*	] 	 	 	[*	] 	 	 	[*	] 
	 [*]
	 	1	 	[*]	 	[*]	 		 	 	[*	] 	 	 	[*	] 	 	 	[*	] 	 	 	[*	] 	 	 	[*	] 
	 [*]
	 	1	 	[*]	 	[*]	 		 	 	[*	] 	 	 	[*	] 	 	 	[*	] 	 	 	[*	] 	 	 	[*	] 
	 [*]
	 	1	 	[*]	 	[*]	 		 	 	[*	] 	 	 	[*	] 	 	 	[*	] 	 	 	[*	] 	 	 	[*	] 
	 [*]
	 	1	 	[*]	 	[*]	 		 	 	[*	] 	 	 	[*	] 	 	 	[*	] 	 	 	[*	] 	 	 	[*	] 
	 [*]
	 	1	 	[*]	 	[*]	 		 	 	[*	] 	 	 	[*	] 	 	 	[*	] 	 	 	[*	] 	 	 	[*	] 
	 [*]
	 	1	 	[*]	 	[*]	 		 	 	[*	] 	 	 	[*	] 	 	 	[*	] 	 	 	[*	] 	 	 	[*	] 
	 [*]
	 	1	 	[*]	 	[*]	 		 	 	[*	] 	 	 	[*	] 	 	 	[*	] 	 	 	[*	] 	 	 	[*	] 
	 [*]
	 	1	 	[*]	 	[*]	 		 	 	[*	] 	 	 	[*	] 	 	 	[*	] 	 	 	[*	] 	 	 	[*	] 
	 [*]
	 	1	 	[*]	 	[*]	 		 	 	[*	] 	 	 	[*	] 	 	 	[*	] 	 	 	[*	] 	 	 	[*	] 

  

	*	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. 


  

					
		 		 	Supplemental Agreement No. 9
	FED-PA-03712 57361, 87793, 101161	 	Boeing Proprietary	 	Page 1









 Table 1-A To 

Purchase Agreement No. 3712 

Aircraft Delivery, Description, Price and Advance Payments 

Firm Aircraft 
  

																													
	 	 	 	 	Escalation	 	Escalation	 	 	 	Escalation Estimate	 	 	Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):	 
	 Delivery Date
	 	Number of
Aircraft	 	Factor
(Airframe)	 	Factor
(Engine)	 	 	 	Adv Payment Base
Price Per A/P	 	 	At Signing
1%	 	 	24 Mos.
4%	 	 	21/18/12/9/6 Mos.
5%	 	 	Total 30%	 
	 [*]
	 	1	 	[*]	 	[*]	 		 	 	[*	] 	 	 	[*	] 	 	 	[*	] 	 	 	[*	] 	 	 	[*	] 
	 [*]
	 	1	 	[*]	 	[*]	 		 	 	[*	] 	 	 	[*	] 	 	 	[*	] 	 	 	[*	] 	 	 	[*	] 
	 [*]
	 	1	 	[*]	 	[*]	 		 	 	[*	] 	 	 	[*	] 	 	 	[*	] 	 	 	[*	] 	 	 	[*	] 
	 [*]
	 	1	 	[*]	 	[*]	 		 	 	[*	] 	 	 	[*	] 	 	 	[*	] 	 	 	[*	] 	 	 	[*	] 
	 [*]
	 	1	 	[*]	 	[*]	 		 	 	[*	] 	 	 	[*	] 	 	 	[*	] 	 	 	[*	] 	 	 	[*	] 
	 [*]
	 	1	 	[*]	 	[*]	 		 	 	[*	] 	 	 	[*	] 	 	 	[*	] 	 	 	[*	] 	 	 	[*	] 
	 [*]
	 	1	 	[*]	 	[*]	 		 	 	[*	] 	 	 	[*	] 	 	 	[*	] 	 	 	[*	] 	 	 	[*	] 
	 [*]
	 	1	 	[*]	 	[*]	 		 	 	[*	] 	 	 	[*	] 	 	 	[*	] 	 	 	[*	] 	 	 	[*	] 
	 [*]
	 	1	 	[*]	 	[*]	 		 	 	[*	] 	 	 	[*	] 	 	 	[*	] 	 	 	[*	] 	 	 	[*	] 
	 [*]
	 	1	 	[*]	 	[*]	 		 	 	[*	] 	 	 	[*	] 	 	 	[*	] 	 	 	[*	] 	 	 	[*	] 
	 [*]
	 	1	 	[*]	 	[*]	 		 	 	[*	] 	 	 	[*	] 	 	 	[*	] 	 	 	[*	] 	 	 	[*	] 
	 Total:
	 	27	 		 		 		 				 				 				 				 			

  

			
	Note:	 	1. Notwithstanding the delivery date of [*] shown in this Table, the Aircraft is rescheduled to deliver in [*] upon execution of SA 1 to PA 3712. The parties acknowledge the [*] will be based on a [*].
		 	The parties acknowledge the [*] will be based on an [*].

  

	*	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. 


  

					
		 		 	Supplemental Agreement No. 9
	FED-PA-03712 57361, 87793, 101161	 	Boeing Proprietary	 	Page 2









 Attachment 4 to 

Letter Agreement No. FED-PA-03712-LA-1106156R2 
 Firm Aircraft and Option Aircraft Delivery Schedule

 [*] 
 Notes: 

 

	(i)	FY: FED Customer Fiscal Year June 1 - May 31 


	(ii)	Customer has the right to purchase forty-four (44) Purchase Right Aircraft for delivery through [*] 

  

	*	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-PA-03712-LA-1106156R2	  	SA-9
	Option Aircraft, Attachment 4, Revised February 2017	  	Page 1

 BOEING PROPRIETARY