EX-10.1






  

 Exhibit 10.1 

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. 33 

to 
 Purchase Agreement
No. 3157 
 between 
 The
Boeing Company 
 And 
 Federal
Express Corporation 
 Relating to Boeing Model 777-FREIGHTER Aircraft 

THIS SUPPLEMENTAL AGREEMENT No. 33 (SA-33), entered into as of December 30,
2020 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 notified Boeing that Customer will not exercise its right to purchase two (2) Option Aircraft identified in the
table below (collectively, SA-33 Canceled Option Aircraft), as such rights are defined in Letter Agreement 6-1162-RR0-1062. Therefore both SA-33 Canceled Option Aircraft will be removed from the Purchase Agreement under this
SA-33 and in accordance with terms of such Letter Agreement: 
  

			
	 Letter Agreement Number
	  	Existing Delivery Month
	
6-1162-RRO-1062

	  	[*]
	
6-1162-RRO-1062

	  	[*]

 C. WHEREAS, Customer and Boeing desire to document previously agreed upon changes to the 777 Detail
Specification with executed option proposals for such changes (Unincorporated Changes), and provide clarification regarding the price of such Unincorporated Changes. 

  

					
	        P.A. No. 3157	  	1	  	SA-33

 BOEING PROPRIETARY 

 

	*	 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. 
















  

 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 SA-33. 
 2. Revise
and replace in its entirety the Attachment to Letter Agreement 6-1162-RRO-1062, Option Aircraft, with the Attachment to
Letter Agreement 6-1162-RRO-1062, Option Aircraft, attached hereto, to reflect the removal of the two (2) SA-33 Canceled Option Aircraft, as described in Recital Paragraph B above. 
 3. Upon execution of
this SA-33 the two (2) SA-33 Canceled Option Aircraft described in Recital Paragraph B above are hereby cancelled from the Purchase Agreement decreasing the total
quantity of Option Aircraft to twenty-three (23), inclusive of the fourteen (14) SA-30 Option Aircraft. 

4. In accordance with the terms of Letter Agreement 6-1162-RRO-1062, [*]. 
 5. Add Letter Agreement FED-PA-3157-LA-1902776R1, Revisions to the Detailed Specification and Associated Unincorporated Changes Pricing for 777F
Aircraft, to provide clarification regarding the price of certain Unincorporated Changes, as described in Recital Paragraph C above. 

6. This SA-33 to the Purchase Agreement shall not be effective unless executed and delivered by the
parties on or prior to December 30, 2020. 
 7. References in the Purchase Agreement and any supplemental agreements and associated
letter agreements to letter agreement listed in the left column of the below table shall be deemed to refer to the corresponding letter agreement listed in the right column of the below table. 

 

			
	Reference	  	Replacement Reference
	
FED-PA-3157-LA-1902776
	  	FED-PA-3157-LA-1902776R1


  

					
	        P.A. No. 3157	  	2	  	SA-33

 BOEING PROPRIETARY 

 

	*	 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. 
















  

 EXECUTED as of the day and year first above written. 

 

									
	FEDERAL EXPRESS CORPORATION	 		 	 THE BOEING COMPANY

					
	By:	 	 /s/ Kevin A. Burkhart
	 		 	By:	 	 /s/ McKenzie Kuckhahn

	Name:	 	Kevin A. Burkhart	 		 	Name:	 	McKenzie Kuckhahn
	Title:	 	Vice President	 		 	Title:	 	Attorney-In-Fact


  

					
	        P.A. No. 3157	  	3	  	SA-33

 BOEING PROPRIETARY 














  

 TABLE OF CONTENTS 
  

							
	 	 	 	  	SA	 
	ARTICLES	  	 	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)	  	 	32	 
			
	 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-33

 BOEING PROPRIETARY 














  


					
	 	 	 	  	SA
	LETTER AGREEMENT	 		  	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	  	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-1798R1

	 	777 Boeing Converted Freighter	  	4
			
	
6-1162-RCN-1799R1

	 	[*]	  	24
			
	
6-1162-RRO-1062

	 	Option Aircraft	  	4
			
		 	Attachment to Letter 6-1162-RRO-1062	  	33
			
	
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-193R1

	 	[*] Matters and [*]	  	30
		 	Special Matters	  	


  

					
	        P.A. No. 3157	  	5	  	SA-33

 BOEING PROPRIETARY 

 

	*	 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. 
















  


					
	 LETTER AGREEMENT (Con’t)
	  	 	  	SA
NUMBER
			
	6-1162-LKJ-0726	  	 [*]

SA-24 Accelerated Block B Aircraft
	  	24
			
	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-0778R1	  	SA-30 and SA-32 [*] Matters	  	32
			
	FED-PA-3157-LA-2000906	  	[*] as related to SA-32 and SA-14	  	32
		
	 FED-PA-3157-LA-1902776R1 Revisions to the Detailed Specification and Associated

Unincorporated Changes Pricing for 777F Aircraft
	  	33


  

					
	        P.A. No. 3157	  	6	  	SA-33

 BOEING PROPRIETARY 

 

	*	 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. 
















  


			
	 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-33

 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 14, 2018
		
	Supplemental Agreement No. 32	  	February 28, 2020
		
	Supplemental Agreement No. 33	  	December 30, 2020


  

					
	        P.A. No. 3157	  	8	  	SA-33

 BOEING PROPRIETARY 














			
	



	  	 The Boeing Company
 P.O. Box 3707

Seattle, WA 98124-2207


  
 FED-PA-3157-LA-1902776R1 

Federal Express Corporation 
 3131 Democrat Road 

Memphis, TN 38118 
  

			
	Attention:	  	 Mr. Guy See
 Managing Director –
Aircraft Acquisitions & Sales

		
	Subject:	  	Revisions to the Detailed Specification and Associated Unincorporated Changes Pricing for 777F Aircraft (Aircraft)
		
	References:	  	Purchase Agreement 3157 between The Boeing Company (Boeing) and Federal Express Corporation (Customer) dated November 7, 2006 relating to Model 777F Aircraft, as amended (777 Purchase Agreement)

 All terms used but not defined in this letter (Letter Agreement) shall have the same meaning as in the referenced 777
Purchase Agreement. This Letter Agreement cancels and supersedes
FED-PA-3157-LA-1902776 in its entirety. 

 

	1.	 Background. 



1.1 The 777 Purchase Agreement sets forth the Detail Specification pursuant to which Boeing manufactures Customer’s Aircraft. 

1.2 Pursuant to Article 4, Detailed Specification; Changes, of the AGTA, Boeing and Customer have agreed upon certain changes to the 777
Aircraft Specification by executing option proposals (each an Option Proposal) for such changes (each an Unincorporated Change). Option Proposals detail the pricing (Unincorporated Change Price), effective date for the
Unincorporated Change, and applicable Aircraft by manufacturer serial number (MSN). 
  

	 	1.3	 [*]. 


  

	2.	 Agreement. 


  

	 	2.1	 Boeing and Customer agree that [*]. 



 

	 	2.2	 [*]. 


  

	 	2.3	 [*]. 



  

							
	 FED-PA-3712-MISC-1902776R1

Follow-On Unincorporated Changes pricing for 777F Aircraft

 
	  		  	Page 1 

 BOEING PROPRIETARY 

 

	*	 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. 
















 



 
  

	3.	 Confidentiality. 



Customer understands and agrees that the information contained herein represents confidential business information and has value precisely
because it is not available generally or to other parties. Customer agrees to limit the disclosure of its contents to employees of Customer with a need to know the contents for purposes of helping Customer perform its obligations under the Purchase
Agreement and who understand they are not to disclose its contents to any other person or entity without the prior written consent of Boeing. 
 Very truly
yours, 
  

			
	THE BOEING COMPANY
		
	By	 	 /s/ McKenzie Kuckhahn

		
	Its	 	
Attorney-In-Fact



  

			
	ACCEPTED AND AGREED TO this
		
	Date:	 	
      December 30, 2020

	
	FEDERAL EXPRESS CORPORATION
		
	By	 	
      /s/ Kevin A. Burkhart

		
	Its	 	
      Vice President




 

					
	
      FED-PA-3712-MISC-1902776R1

      Follow-On Unincorporated Changes pricing for 777F Aircraft
	  	Page 2 


 BOEING PROPRIETARY 

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.