EX-10.13 14 d502011dex1013.htm EX-10.13

Exhibit 10.13

FedEx contract 07-0255-034

Supplemental Agreement No. 26

to

Purchase Agreement No. 3157

between

The Boeing Company

And

Federal Express Corporation

Relating to Boeing Model 777-FREIGHTER Aircraft

THIS SUPPLEMENTAL AGREEMENT No. 26 (SA-26), entered into as of the 10th day of February 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 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 two (2) Block C Aircraft as shown in the table below (SA-26 Accelerated Block C Aircraft):

Aircraft Block |  | Existing Delivery Month of Aircraft |  | Revised Delivery Month of Aircraft
C |  | [*] |  | [*]
C |  | [*] |  | [*]

C. WHEREAS, Customer desires to reschedule the delivery month of four (4) Option Aircraft under Letter Agreement 6-1162-RRO-1062, Option Aircraft, to the Purchase Agreement as shown in the table below:

Existing Delivery Months of Option Aircraft |  | Revised Delivery Months of Option 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.

P.A. No. 3157 |  | 1 |  | SA-26
|  | BOEING PROPRIETARY |  |

D. WHEREAS, Boeing and Customer desire to acknowledge that one (1) Block B [*] Aircraft having a scheduled month of delivery of [*] in accordance with the terms of Letter Agreement 6-1162-RRO-1068, Special Provision – Block B Aircraft, due to the [*] provision therein as it relates to such Block B Aircraft.

E. WHEREAS, Boeing has agreed to provide additional commercial and business considerations for the SA-26 Accelerated Block C Aircraft.

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. 26.

2. | Boeing and Customer agree that upon execution of this Supplemental Agreement No. 26 (i) the SA-26 Accelerated Block C Aircraft are hereby rescheduled as described in Recital Paragraph B above and (ii) the four (4) Option Aircraft described in Recital Paragraph C above are hereby rescheduled as described herein.

3. | Remove and replace, in its entirety, “Table 1-A”, with the revised Table 1-A, attached hereto, revised to reflect the addition of one (1) Block B Aircraft having a scheduled month of delivery [*] as a firm Block B Aircraft.

4. | Remove and replace, in its entirety, “Table 1-B”, with the revised Table 1-B, attached hereto, revised to reflect the removal of one (1) Block B conditional firm Aircraft having a scheduled month of delivery [*].

5. | Remove and replace, in its entirety, “Table 1-C2”, with the revised Table 1-C2, attached hereto, revised to reflect (i) the revised delivery month and [*], Advance Payment Base Price and Advance Payment(s), subject to Paragraph 5, below, resulting from the reschedule of the SA-26 Accelerated Block C 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.

P.A. No. 3157 |  | 2 |  | SA-26
|  | BOEING PROPRIETARY |  |

6. | Remove and replace, in its entirety, the Attachment to Letter Agreement 6-1162-RRO-1062, Option Aircraft, with a revised Attachment, attached hereto, to reflect the rescheduling of four (4) Option Aircraft described in Recital Paragraph C above. Boeing and Customer acknowledge and agree that the rescheduling of Option Aircraft herein is not made pursuant to paragraph [*], and accordingly, for the avoidance of doubt [*]. Boeing and Customer further agree that, (i) notwithstanding the reschedule, the Option Aircraft described in Recital Paragraph C will retain the [*].

7. | Add Letter Agreement 6-1162-LKJ-0737, Special Matters – SA-26 Accelerated Block C Aircraft, attached hereto, to reflect additional commercial and business considerations to be provided for the SA-26 Accelerated Block C Aircraft. For the avoidance of doubt, the SA-26 Accelerated Block C Aircraft also retain the commercial and business considerations applicable to Block C Aircraft.

8. | This Supplemental Agreement No. 26 to the Purchase Agreement shall not be effective unless executed and delivered by the parties on or prior to February 10, 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.

P.A. No. 3157 |  | 3 |  | SA-26
|  | BOEING PROPRIETARY |  |

EXECUTED as of the day and year first above written.

THE BOEING COMPANY |  |  |  | FEDERAL EXPRESS CORPORATION
By: |  | /s/ L. Kirsten Jensen |  |  |  | By: |  | /s/ Phillip C. Blum
Its: |  | Attorney-In-Fact |  |  |  | Its: |  | VP Aircraft Acquisitions & Planning and Performance

P.A. No. 3157 |  | 4 |  | SA-26
|  | 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 |  |  | 15 |
|  | 1A |  | Block B Firm Aircraft Information Table |  |  | 26 |
|  | 1B |  | Block B Conditional Firm Aircraft Information Table |  |  | 26 |
|  | 1C |  | Block C Aircraft Information Table |  |  | 13 |
|  | 1C1 |  | Block C Aircraft Information Table (MSN 39285) |  |  | 11 |
|  | 1C2 |  | Block C Aircraft Information Table |  |  | 26 |
|  | 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 |  |  |  |

P.A. No. 3157 |  | 5 |  | SA-26
|  | 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-1798 R1 |  | 777 Boeing Converted Freighter |  | 4
6-1162-RCN-1799R1 |  | [*] |  | 24
6-1162-RRO-1062 |  | Option Aircraft Attachment to Letter 6-1162-RRO-1062 |  | 26
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-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-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 |  | [*] Matters |  | 23

* | 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 |  | SA-26
|  | BOEING PROPRIETARY |  |

LETTER AGREEMENT |  |  |  | SA NUMBER
6-1162-LKJ-0726 |  | [*] SA-24 Accelerated Block B Aircraft |  | 24
6-1162-LKJ-0737 |  | Special Matters – SA-26 Accelerated Block C Aircraft |  | 26

* | 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 |  | 7 |  | SA-26
|  | BOEING PROPRIETARY |  |

|  | SA
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
Supplemental Agreement No. 26 |  | February 10, 2017

P.A. No. 3157 |  | 8 |  | SA-26
|  | BOEING PROPRIETARY |  |

Table 1-A to Purchase Agreement No. 3157

Aircraft Delivery, Description, Price and Advance Payments

Block B Firm

Airframe Model/MTOW: |  | 777-Freighter |  |  | 766000 pounds |
Engine Model/Thrust: |  | GE90-110B1L |  |  | 110000 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: |  |  | [*] |
Non-Refundable Deposit/Aircraft at Def Agreement: |  |  | [*] |

Detail Specification: D019W007FED7F-1, Rev G dated July 25, 2012
Airframe Price Base Year/Escalation Formula: |  |  | [*] |  |  |  |  | ECI-MFG/CPI
Engine Price Base Year/Escalation Formula: |  |  | N/A |  |  |  |  | N/A
Airframe Escalation Data: |  |  |  |  |  |  |  |
Base Year Index (ECI): |  |  |  |  |  | [*] |  |
Base Year Index (CPI): |  |  |  |  |  | [*] |  |

|  |  |  | 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 |  | Price Per A/P |  | 1% |  | 4% |  | 5% |  | 35%
[*] |  | 1 |  |  | [*] |  |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
[*] |  | 1 |  |  | [*] |  |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
[*] |  | 1 |  |  | [*] |  |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
[*] |  | 1 |  |  | [*] |  |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
[*] |  | 1 |  |  | [*] |  |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
Total: |  | 5 |  |  |  |  |  | 1 SA-24 Accelerated Block B Aircraft. [*] for the SA-24 Accelerated Block B Aircraft are subject to Letter Agreement 6-1162-LKJ-0726.

NOTES: | [*]

* | 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 No. 62654, 79650 |  | BOEING PROPRIETARY |  | Supplemental Agreement No. 26

Table 1-B to Purchase Agreement No. 3157

Aircraft Delivery, Description, Price and Advance Payments

Block B Conditional Firm

Airframe Model/MTOW: |  | 777-Freighter |  |  | 766000 pounds |
Engine Model/Thrust: |  | GE90-110B1L |  |  | 110000 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: |  |  | [*] |
Non-Refundable Deposit/Aircraft at Def Agreemt: |  |  | [*] |

Detail Specification: D019W007FED7F-1, Rev E dated August 29, 2011
Airframe Price Base Year/Escalation Formula: |  |  | [*] |  |  |  |  |  |  | ECI-MFG/CPI
Engine Price Base Year/Escalation Formula: |  |  | N/A |  |  |  |  |  |  | N/A
Airframe Escalation Data: |  |  |  |  |  |  |  |  |  |
Base Year Index (ECI): |  |  | [*] |  |  |  |  |  |  |
Base Year Index (CPI): |  |  | [*] |  |  |  |  |  |  |

|  |  |  | 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 |  | Price Per A/P |  | 1% |  | 4% |  | 5% |  | 35%
[*] |  | 1 |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
[*] |  | 1 |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
[*] |  | 1 |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
[*] |  | 1 |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
[*] |  | 1 |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
[*] |  | 1 |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
Total: |  | 6 |  |  |  |  |  |  |  |  |  |  |  |  |  |

* | 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 #26
|  | Boeing Proprietary |  | Page 1

Table 1-C2 To

Purchase Agreement No. PA-3157

Aircraft Delivery, Description, Price and Advance Payments

Airframe Model/MTOW: |  | 777-Freighter |  |  | 766000 pounds |
Engine Model/Thrust: |  | GE90-110B1L |  |  | 110100 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: D019W007FED7F-1, Rev E dated August 29, 2011
Airframe Price Base Year/Escalation Formula: |  |  | [*] |  |  |  |  |  |  | ECI-MFG/CPI
Engine Price Base Year/Escalation Formula: |  |  | N/A |  |  |  |  |  |  | N/A
Airframe Escalation Data: |  |  |  |  |  |  |  |  |  |
Base Year Index (ECI): |  |  | [*] |  |  |  |  |  |  |
Base Year Index (CPI): |  |  | [*] |  |  |  |  |  |  |

|  |  |  | 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 |  |  |  | Price Per A/P |  | 1% |  | 4% |  | 5% |  | 35%
[*] |  | 1 |  | [*] |  | [*] |  |  |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
[*] |  | 1 |  | [*] |  | [*] |  |  |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
[*] |  | 2 |  | [*] |  | [*] |  | SA-26 Accelerated Block C Aircraft |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
Total: |  | 4 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |

Notes: |  | 1) [*]
|  | 2) [*] for the SA-26 Accelerated Block C Aircraft are subject to Letter Agreement 6-1162-LKJ-0737, Special Matters - SA 26 Accelerated Block C 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 |  |  |  | Supplemental Agreement No. 26
|  | BOEING PROPRIETARY |  | Page 1

Attachment to

Letter 6-1162-RRO-1062

Option Aircraft Delivery, Description, Price and Advance Payments

Airframe Model/MTOW: |  | 777-Freighter |  |  | 766000 pounds |
Engine Model/Thrust: |  | GE90-110B1L |  |  | 110100 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/Aircraft at Def Agreemt: |  |  | [*] |

Detail Specification: D019W007FED7F-1 Rev E dated August 29, 2011
Airframe Price Base Year/Escalation Formula: |  |  | [*] |  |  |  |  |  |  | ECI-MFG/CPI
Engine Price Base Year/Escalation Formula: |  |  | N/A |  |  |  |  |  |  | N/A
Airframe Escalation Data: |  |  |  |  |  |  |  |  |  |
Base Year Index (ECI): |  |  | [*] |  |  |  |  |  |  |
Base Year Index (CPI): |  |  | [*] |  |  |  |  |  |  |
Forecast: 2Q08 |  |  |  |  |  |  |  |  |  |

|  |  |  |  |  |  |  | Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):
Delivery |  | Number of |  | Escalation Factor |  | Escalation Estimate Adv Payment Base |  | Balance At Option Exercise |  | 24 Mos. |  | 21/18/15/12/9/6 Mos. |  | Total
Date |  | Aircraft |  | (Airframe)1 |  | Price Per A/P |  | 1% |  | 4% |  | 5% |  | 35%
[*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
[*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
[*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
[*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
[*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
[*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
[*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
[*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*] |  | [*]
Total: |  | 11 |  |  |  |  |  |  |  |  |  |  |  |

1 | The Escalation Factor for the Option Aircraft will be adjusted to Boeing’s then current forecasts for such elements as of the date of the amendment to the definitive agreement to add the exercised Option Aircraft as an 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 |  |  |  | Supplemental Agreement No. 26
50271, 97697.TXT |  | BOEING PROPRIETARY |  | Page 1

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

FedEx contract # 07-0255-034

6-1162-LKJ-0737

Federal Express Corporation

3131 Democrat Road

Memphis, TN 38125

Subject: |  | Special Matters – SA-26 Accelerated Block C Aircraft
Reference: |  | (a) Purchase Agreement No. 3157 (Purchase Agreement) between The Boeing Company (Boeing) and Federal Express Corporation (Customer) relating to Model 777-FREIGHTER aircraft (Aircraft)
|  | (b) Letter Agreement FED-PA-LA-1000790R3, Special Matters for Block C Aircraft

This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement. The terms of this Letter Agreement apply to the SA-26 Accelerated Block C Aircraft as defined in Supplemental Agreement No. 26 to the Purchase Agreement (SA-26).

1. In consideration of the acceleration of the SA-26 Accelerated Block C Aircraft, Boeing will provide, in addition to the provisions of the reference (b) letter agreement, the following business considerations.

1.1 [*]

[*]

1.2 [*] ADVANCE PAYMENTS.

1.2.1 As a consequence of the acceleration of the SA-26 Accelerated Block C Aircraft, Customer will owe certain advance payments for the SA-26 Accelerated Block C Aircraft before [*] in accordance with the advance payment schedule provided in Table 1-C2 of the Purchase Agreement (Standard Advance Payment Schedule).

[*]

1.2.2 [*]

1.3 [*]

[*]

* | 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.

6-1162-LKJ-0737 |  | Page 1
Special Matters – SA-26 Accelerated Block C Aircraft |  | SA-26

BOEING PROPRIETARY

1.4 BUYER FURNISHED EQUIPMENT MATTERS.

The attachment to this letter agreement provides initial BFE on-dock dates for the SA-26 Accelerated Block C Aircraft. Subsequent updates to BFE on-doc dates will be electronically provided through My Boeing Fleet but such updated dates will be no earlier than the dates provided in the attachment to this Letter Agreement.

[*]

2. | ADVANCE PAYMENT SETOFF RIGHTS.

Customer agrees that if it defaults on any monetary obligation under the Purchase Agreement and has failed to cure such default within five (5) calendar days of receiving written notice from Boeing, then Boeing may apply any/all advance payments paid by Customer to cure, in part or in whole, any default made with respect to any Aircraft or other obligation in the Purchase Agreement. In the event that Boeing exercises such setoff rights and applies any advance payments to cure any such default by Customer with respect to an Aircraft or other obligation in the Purchase Agreement, Boeing will be entitled to require Customer to replace within ten days of written notice, the amount of advance payments applied to cure such default such that the total amount of advance payments will be restored to the aggregate amount of advance payments owed at that time by Customer.

3. | ASSIGNMENT.

The [*] and other business arrangements set forth in this Letter Agreement are [*] to Customer and in consideration of Customer taking title to the SA-26 Accelerated Block C Aircraft at the time of delivery and cannot be assigned, in whole or in part, without the prior written consent of Boeing.

4. | CONFIDENTIAL TREATMENT.

Customer and Boeing consider certain commercial and financial information contained in this Letter Agreement as confidential. Each of Customer and Boeing agree that it will treat this Letter Agreement and the information contained herein as confidential. Customer agrees to limit the disclosure of the contents of this Letter Agreement to employees of Customer with a need to know and who understand that they are not to disclose its content to any other person or entity without the prior written consent of Boeing. Notwithstanding the forgoing, Customer may disclose this Letter Agreement and the terms and conditions herein to its parent company, FedEx Corporation, to the Board of Directors of its parent corporation, FedEx Corporation, to its professional advisors under a duty of confidentiality with respect hereto, and as required by law.

* | 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.

6-1162-LKJ-0737 |  | Page 2
Special Matters – SA-26 Accelerated Block C Aircraft |  | SA-26

BOEING PROPRIETARY

Very truly yours,
THE BOEING COMPANY
By |  | /s/ L. Kirsten Jensen
Its |  | Attorney-In-Fact
ACCEPTED AND AGREED TO this
Date: |  | February 10, 2017
FEDERAL EXPRESS CORPORATION
By |  | /s/ Phillip C. Blum
Its |  | VP Aircraft Acquisitions & Planning and Performance

6-1162-LKJ-0737 |  | Page 3
Special Matters – SA-26 Accelerated Block C Aircraft |  | SA-26

BOEING PROPRIETARY

Attachment to

Letter Agreement 6-1162-LKJ-0737

[*]

* | 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.