EX-10.11



 Exhibit 10.11 

FedEx contract 07-0255-036 

Supplemental Agreement No. 27 

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

THIS SUPPLEMENTAL AGREEMENT No. 27 (SA-27), entered into as of the 12th day of
October 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 one (1) Block B Aircraft as shown in the table below (SA-27 Accelerated Block B Aircraft): 
  

					
	 Aircraft Block
	  	 Existing Delivery Month

of Aircraft
	  	 Revised Delivery Month

of Aircraft

	B	  	[*]	  	[*]

 C. WHEREAS, Boeing has agreed to provide additional commercial and business considerations for the SA-27 Accelerated Block B 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 

  

	*	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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 reflect the changes made by this Supplemental Agreement No. 27. 

 

	2.	Boeing and Customer agree that upon execution of this Supplemental Agreement No. 27 the SA-27 Accelerated Block B Aircraft is hereby rescheduled as described in Recital
Paragraph B above. 

  

	3.	Remove and replace, in its entirety, “Table 1-A”, with the revised Table 1-A, attached hereto, revised to reflect revised
delivery month and [*], Advance Payment Base Price and Advance Payments, subject to Paragraph 4, below, resulting from the reschedule of the SA-27 Accelerated Block B Aircraft. 


 

	4.	Add Letter Agreement 6-1162-LKJ-0758, Special Matters –
SA-27 Accelerated Block B Aircraft, attached hereto, to reflect additional commercial and business considerations to be provided for the SA-27 Accelerated Block B
Aircraft. For the avoidance of doubt, the SA-27 Accelerated Block B Aircraft also retains the commercial and business considerations applicable to Block B Aircraft. 


 

	5.	As a result of the changes incorporated in this Supplemental Agreement No. 27, Customer will owe a payment to Boeing in an amount equal to [*] (SA-27 Payment Amount).
Customer will pay Boeing such SA-27 Payment Amount within three (3) business days of executing this Supplemental Agreement No. 27. 


 

	6.	This Supplemental Agreement No. 27 to the Purchase Agreement shall not be effective unless executed and delivered by the parties on or prior to October 13, 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. 


  
  

					
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 EXECUTED as of the day and year first above written. 

 

									
	THE BOEING COMPANY	 		 	FEDERAL EXPRESS CORPORATION
					
	By:	 	 /s/ L. Kirsten Jensen
	 		 	By:	 	 /s/ Ray Carroll

					
	Its:	 	 Attorney-In-Fact
	 		 	Its:	 	 Vice President



  
  

					
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 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	  	 	27	 
	 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	  			


  
  

					
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	 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.



  
  

					
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	 LETTER AGREEMENT
	  	 SA

NUMBER

			
	 6-1162-LKJ-0726
	  	[*]	  	24
			
		  	SA-24 Accelerated Block B Aircraft	  	
			
	 6-1162-LKJ-0737
	  	Special Matters – SA-26 Accelerated Block C Aircraft	  	26
			
	 6-1162-LKJ-0758
	  	Special Matters – SA-27 Accelerated Block B Aircraft	  	27

  

	*	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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	 SUPPLEMENTAL AGREEMENTS
	  	 SA          

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



  
  

					
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	 Supplemental Agreement No. 26
	  	 February 10, 2017

		
	 Supplemental Agreement No. 27 
	  	 October     , 2017



  
  

					
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 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	  	 Detail Specification: D019W007FED7F-1, Rev G dated
July 25, 2012

						
	Engine Model/Thrust:	 	GE90-110B1L	 	110000 pounds	  	 Airframe Price Base Year/Escalation Formula:
	 	[*]	 	ECI-MFG/CPI
					
	Airframe Price:	 	[*]	  	 Engine Price Base Year/Escalation Formula:
	 	N/A	 	N/A
					
	Optional Features:	 	[*]	  		 		 	
		 		 	  
	  		 		 	
					
	Sub-Total of Airframe and Features:	 	[*]	  	Airframe Escalation Data:	 		 	
					
	Engine Price (Per Aircraft):	 	[*]	  	Base Year Index (ECI):	 	[*]	 	
					
	Aircraft Basic Price (Excluding BFE/SPE):	 	[*]	  	Base Year Index (CPI):	 	[*]	 	
		 		 	  
	  		 		 	
					
	Buyer Furnished Equipment (BFE) Estimate:	 	[*]	  		 		 	
					
	Seller Purchased Equipment (SPE) Estimate:	 	[*]	  		 		 	
					
	Non-Refundable Deposit/Aircraft at Def Agreement:	 	[*]	  		 		 	

  

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

	Delivery	 	Number of	 	 Escalation

Factor
	 	MSN	 	 	 	 Escalation Estimate

Adv Payment Base
	 	At Signing	 	24 Mos.	 	21/18/15/12/9/6 Mos.	 	Total
	 Date
	 	 Aircraft
	 	 (Airframe)
	 	  
	 	 	 	 Price Per A/P
	 	 1%
	 	 4%
	 	 5%
	 	 35%

	 [*]
	 	1	 	[*]	 	[*]	 		 	[*]	 	[*]	 	[*]	 	[*]	 	[*]
	 [*]
	 	1	 	[*]	 	[*]	 		 	[*]	 	[*]	 	[*]	 	[*]	 	[*]
	 [*]
	 	1	 	[*]	 	[*]	 	SA-24 Accelerted Block B Aircraft	 	[*]	 	[*]	 	[*]	 	[*]	 	[*]
	 [*]
	 	1	 	[*]	 	[*]	 		 	[*]	 	[*]	 	[*]	 	[*]	 	[*]
	 [*]
	 	1	 	[*]	 	[*]	 	SA-27 Accelerated Block B Aircraft	 	[*]	 	[*]	 	[*]	 	[*]	 	[*]
	 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.

		 		 		 	 2    SA-27 Accelerated Block B Aircraft. [*] for the SA-27 Accelerated Block B Aircraft are subject to Letter Agreement 6-1162-LKJ-0758.


 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, 106232	  	Supplemental Agreement No. 27
		  		  	
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	  	The Boeing Company
	  	P.O. Box 3707
	  	Seattle, WA 98124-2207

  
  

FedEx contract # 07-0255-M     

6-1162-LKJ-0758 

Federal Express Corporation 
 3131 Democrat Road 

Memphis, TN 38125 
  

			
	Subject:	  	Special Matters – SA-27 Accelerated Block B 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 6-1162-RCN-1799R1, [*]

 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-27 Accelerated Block B Aircraft as defined in
Supplemental Agreement No. 27 to the Purchase Agreement (SA-27). 
 1.      In
consideration of the acceleration of the SA-27 Accelerated Block B Aircraft, Boeing will provide Customer, the following additional business considerations. 

 

	 	1.1	[*] Advance Payment. 

 As a consequence of the acceleration of the SA-27 Accelerated Block B Aircraft, Customer will owe certain advance payments for the SA-27 Accelerated Block B Aircraft before [*] in accordance with the advance payment
schedule provided in Table 1-A of the Purchase Agreement (Standard Advance Payment Schedule). [*] 
  

	 	1.2	[*] 

  

	 	[*]	

  

	 	1.2.1	[*] 

  

	 	[*]	

  

	 	1.2.2	Performance Period. 

 Notwithstanding paragraph 1.4, of the reference (b) letter
agreement, the Performance Period for the [*] set forth in paragraph 1.2.1 above will be the period beginning on the date of this Letter Agreement and ending one (1) year after the scheduled delivery of the
SA-27 Accelerated Block B 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. 


  

					
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	Special Matters – SA-27 Accelerated Block B Aircraft	  	SA-27
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	 	1.2.3	Method of Performance. 

  

	 	[*]	

  

	2.	ASSIGNMENT. 

 The commercial and other business arrangements set forth in this Letter
Agreement are [*] to Customer and in consideration of Customer taking title to the SA-27 Accelerated Block B Aircraft at the time of delivery and cannot be assigned, in whole or in part, without the prior
written consent of Boeing. 
  

	3.	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:	 	 October 12, 2017


  

			
	    FEDERAL EXPRESS CORPORATION
		
	    By	 	 /s/ Ray Carroll

		
	    Its	 	 Vice President


  

  
  

					
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