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.



  

			
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 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.



  

			
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	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



  

			
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 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.