EX-10.4



 Exhibit 10.4 
 Supplemental Agreement No. 23 
 to 

Purchase Agreement No. 3157 
 between 
 The Boeing Company 

And 
 Federal
Express Corporation 
 Relating to Boeing Model 777-FREIGHTER Aircraft 

THIS SUPPLEMENTAL AGREEMENT, entered into as of the 10th day of December 2013, 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); and 
 B.
WHEREAS, Customer desires to reschedule the delivery date of eleven (11) Option Aircraft under Letter Agreement 6-1162-RRO-1062 to the Purchase Agreement as shown in the table below: 

 

			
	 Existing Delivery Dates

of Option Aircraft
	  	 Revised Delivery Dates

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. 


  

					
	  
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 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. 23. 

  

	2.	The Option Aircraft described in Recital Paragraph B are hereby rescheduled as set forth in Recital Paragraph B. Remove and replace, in its entirety, Attachment to
Letter Agreement 6-1162-RRO-1062 with a revised Attachment, attached hereto, to reflect such rescheduling. The parties acknowledge and agree that the Option Aircraft rescheduling referenced herein is not being made under Article 4.2 of Letter
Agreement 6-1162-RRO-1062; accordingly, with respect to the foregoing rescheduled Option Aircraft, (i) [*], (ii) [*] and (iii) the rescheduled Option [*] to the end of the then-current delivery stream. 


 

	3.	Customer and Boeing have previously executed letter agreement 6-1162-SCR-186 concerning certain terms related to [*] Engine Hard Mount Kits. The parties agree to add
this letter agreement to the Purchase Agreement in this Supplemental Agreement No. 23. 

  

	4.	[*] Accordingly, the parties agree to add a new letter agreement to the Purchase Agreement in this Supplemental Agreement No. 23 to address [*]. Such letter
agreement number is 6-1162-SCR-193 and the letter is also added to the Table of Contents herein. 

  

	*	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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	5.	This Supplemental Agreement No. 23 to the Purchase Agreement shall not be effective unless executed and delivered by the parties on or prior to December 6,
2013. 

  

	6.	Notwithstanding the foregoing Article 5, this Supplemental Agreement No. 23 shall not be effective unless and until, and the matters expressed herein are expressly
conditioned upon, Customer receiving approval from the board of directors of Customer’s parent company, FedEx Corporation. Should such approval not be granted and confirmed in writing by Customer to Boeing by December 11, 2013, this
Supplemental Agreement shall automatically terminate and be null and void in all respects, and neither party shall owe any obligation to the other party with respect to the matters expressed herein; provided, however, no such termination shall
otherwise impact the parties’ rights and obligations existing under the Purchase Agreement, as amended or otherwise modified, prior to this Supplemental Agreement. For the sake of clarity, neither party shall be deemed to be in default
hereunder for failing to have performed any obligation created under this Supplement Agreement, including without limitation any payment obligation, prior to the receipt by Boeing of the aforementioned written confirmation. In addition to the
foregoing, this Supplemental Agreement No. 23 to the Purchase Agreement shall not be effective unless Customer and Boeing execute and deliver Supplemental Agreement No. 4 to Purchase Agreement No. 3712 on or before
December 11, 2013. 

 EXECUTED as of the day and year first above written. 

 

									
	THE BOEING COMPANY	 		 	FEDERAL EXPRESS CORPORATION
					
	By:	 	 /s/ Stuart C. Ross
	 		 	By:	 	 /s/ Phillip C. Blum

					
	Its:	 	
Attorney-In-Fact
	 		 	Its:	 	 VP Aircraft Acquisitions



  

					
	  
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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
	  	 	22	  
	 1B
	 	 Block B Conditional Firm Aircraft Information Table
	  	 	21	  
	 1C
	 	 Block C Aircraft Information Table
	  	 	13	  
	 1C1
	 	 Block C Aircraft Information Table (MSN 39285)
	  	 	11	  
	 1C2
	 	 Block C Aircraft Information Table
	  	 	20	  
	 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
	  	      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-1798 R1
	  	 777 Boeing Converted Freighter
	  	        4
			
	 6-1162-RCN-1799
	  	 [*]
	  	
			
	 6-1162-RRO-1062
	  	 Option Aircraft
	  	        4
			
		  	 Attachment to Letter 6-1162-RRO-1062
	  	      23
			
	 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
	  	        4
			
		  	 Letter Agreement 6-1162-RRO-1062
	  	
			
	 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

  

	*	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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	 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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	 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


  

					
	  
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 Attachment to 
 Letter 6-1162-RRO-1062 
 Option Aircraft Delivery, Description, Price and
Advance Payments 
  

																			
	 Airframe Model/MTOW:
	 	777-Freighter	 	766000 pounds	 		 	Detail Specification: D019W007FED7F-1, Rev E dated August 29, 2011
							
	 Engine Model/Thrust:
	 	GE90-110B1L	 	110100 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:	 	[*]	 		 	Forecast:	 	2Q08	 		 		 	
								
	Deposit/Aircraft at Def Agreement:	 	[*]	 		 		 		 		 		 	
		 		 		 		 		 		 		 		 	


															
	  	 	  	 	
Escalation

Factor (Airframe)1
	 	
Escalation Estimate
 Adv Payment Base
Price Per A/P
	 	 Advance Payment Per Aircraft

(Amts. Due/Mos. Prior to Delivery):

	 Delivery

Date
	 	 Number of Aircraft
	 	 	 	 Balance at Option
Exercise

1%
	 	 24 Mos.

4%
	 	 21/18/15/12/9/6 Mos.
5%
	 	
Total

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 Commission Act of 1934, as amended. 


  

					
	FED	 	BOEING PROPRIETARY	 	 Supplemental Agreement No. 23
 Page 1











			
	



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

  
  

6-1162-SCR-186 
 October 1, 2013

 Federal Express Corporation 
 3131
Democrat Road 
 Memphis, TN 38118 
  

					
	Attention:	  	Mr. Curt Gobbell
		  	Manager, Airframe Forecasting and Analysis
			
	Subject:	  	[*],	 	“ENGINE MOUNTS - REPLACE ISOLATED ENGINE MOUNTS WITH NON-ISOLATED ENGINE MOUNTS ([*] ENGINES)”
			
	References:	  	1.	 	Purchase Agreement No. 3157 (Purchase Agreement) between The Boeing Company (Boeing) and Federal Express Corporation (Customer) relating to Model 777F aircraft,
collectively the (Aircraft);
		  	2.	 	Boeing letter agreement 6-1162-SCR-155 (Letter Agreement); and
		  	3.	 	Boeing offer 6-1131-CMM-LLO-10136, Master Change No. 7120MK5114 dated September 11, 2013.

  

	1.	Background. 

 Boeing agreed to provide Customer certain business considerations related to [*] Engine Hard Mount Kits (Kits) as detailed under the Letter Agreement. At the time of execution of said Letter
Agreement, Customer had ordered [*] Kits on a cumulative basis. 
 Subsequent to the date of execution of the
Letter Agreement, Boeing has provided Customer three separate Master Change proposals relating to the Kits as follows: 
  

	 	a.	6-1131-CMM-LLO-07919 – For the purchase of [*] Kits; executed by Customer on May 1, 2013; 


 

	 	b.	6-1131-CMM-LLO-08048 – For the purchase of [*] Kits; executed by Customer on May 16, 2013; and 


 

	 	c.	6-1131-CMM-LLO-10136 – For the purchase of [*] Kits; executed by Customer on September 20, 2013. 


On a cumulative basis, the total number of Kits ordered by Customer, including the initial quantity of [*] Kits, through item 2 above is
[*] Kits. Of the [*] Kits included in item c, (i) [*] of the Kits will fall under the terms of paragraph 2 of the Letter Agreement and (ii) [*] of the Kits will fall under the terms of paragraph 3 of the Letter Agreement, except as described in the
paragraph immediately below. 
  

	*	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-SCR-186
	 		 	  

October 1, 2013    

		 	  
 BOEING PROPRIETARY
	 	









  
 



 
  

	2.	[*] Memorandum Applicable to Kits [*] Purchased by Customer. 

  

	  	[*] 

  

	3.	Confidential Treatment. 


Customer understands that Boeing considers certain commercial and financial information contained in this business consideration as
confidential. Each of Customer and Boeing agree that it will treat this business consideration and the information contained herein as confidential. Customer agrees to limit the disclosure of the contents of this business consideration 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 foregoing, Customer may disclose this business consideration
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. 
  

									
	AGREED AND ACCEPTED this	 		 		 	
					
	 28 October 2013
	 		 		 		 	
	Date	 		 		 		 	
			
	THE BOEING COMPANY	 		 	FEDERAL EXPRESS CORPORATION
					
	 /s/ Stuart C. Ross
	 		 		 	 /s/ Mark S. Blair
	 	
	Signature	 		 		 	Signature	 	
					
	 Stuart C. Ross
	 		 		 	 Mark S. Blair
	 	
	Printed Name	 		 		 	Printed Name	 	
					
	 Attorney-In-Fact
	 		 		 	 VP
	 	
	Title	 		 		 	Title	 	

  

	*	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-SCR-186
	 		 	  

October 1, 2013    

		 	  
 BOEING PROPRIETARY
	 	









 6-1162-SCR-193 
 November 29, 2013 
 Federal Express Corporation 

3131 Democrat Road 
 Memphis, TN 38118

  

			
	Attention:	  	 Mr. Kevin Burkhart

Managing Director – Aircraft Acquisitions & Sales
  

Mr. Bradley Harris
 Senior
Attorney

	  
 Subject:
	  	  
 [*] Matters

	  
 References:
	  	  
 Purchase Agreement 3157 between The Boeing Company (Boeing)
and Federal Express Corporation (Customer) dated November 7, 2006 (Purchase Agreement) relating to the purchase of 777F aircraft (Aircraft).


 Any capitalized term used but not defined herein shall have the meaning ascribed to it in the Purchase Agreement.

  

	1.	Background. 

  

	  	[*] 

 The purpose of this Letter
Agreement is to document certain terms and conditions under which [*]. 
  

	2.	[*]. 

  

	  	[*] 

  

	3.	[*]. 

  

	  	[*] 

  

	4.	Other Matters. 

  

	  	[*] 

  

	5.	Confidential Treatment. 


Customer understands that Boeing considers certain commercial and financial information contained in this business consideration as
confidential. Each of Customer and Boeing agree that it will treat this business consideration and the information contained herein as confidential. Customer agrees to limit the disclosure of the contents of this business consideration to employees
of Customer with a need to know and who understand that they are 

  

	*	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. 









 



 
  
 
not to disclose its content to any other person or entity without the prior written consent of Boeing. Notwithstanding the foregoing, Customer may disclose this business consideration 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.

  

									
	Very truly yours,	 		 		 	
			
	THE BOEING COMPANY	 		 	FEDERAL EXPRESS CORPORATION
					
	By 	 	 /s/ Stuart C. Ross
	 		 	By 	 	 /s/ Phillip C. Blum

					
	Its	 	 Attorney-In-Fact
	 		 	Its	 	 VP Aircraft Acquisitions


 ACCEPTED AND AGREED TO this 
 Date: December 10, 2013