EX-10.13



 Exhibit 10.13 

FEC 07-02255-032 

Supplemental Agreement No. 25 
 to

 Purchase Agreement No. 3157 

between 
 The Boeing Company 

And 
 Federal Express Corporation

 Relating to Boeing Model 777-FREIGHTER Aircraft 

THIS SUPPLEMENTAL AGREEMENT No. 25, entered into as of the 10th day of June 2016, 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 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

	[*]	  	[*]
	[*]	  	[*]
	[*]	  	[*]
	[*]	  	[*]

 C. 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. 

 

	*	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 25
		  		  	
		  	BOEING PROPRIETARY	  	









 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. 25. 


 

	2.	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. 

  

	3.	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
[*].

  

	4.	The Option Aircraft described in Recital Paragraph B are hereby rescheduled as set forth in Recital Paragraph B. 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 such rescheduling of Option Aircraft. Boeing and Customer acknowledge and agree that the rescheduling of the Option Aircraft herein is not made pursuant to [*], and
accordingly, for the avoidance of doubt [*]. Boeing and Customer further agree that the Option Aircraft described in Recital Paragraph B will retain the [*]. 

  

	5.	Boeing and Customer agree that as a result of the changes incorporated in this Supplemental Agreement No. 25, Customer [*].

  

	6.	This Supplemental Agreement No. 25 to the Purchase Agreement shall not be effective unless (i) executed and delivered by the parties on or prior to June 15, 2016 and (ii) Customer and Boeing execute and
deliver Supplemental Agreement No. 8 to Purchase Agreement No. 3712 on or before June 15, 2016. 

  

	*	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-25
		  		  	
		  	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:	 	 Vice President



  

					
	P.A. No. 3157	  	3	  	SA-25
		  		  	
		  	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	  	 	25	  
		 	1B	 	Block B Conditional Firm Aircraft Information Table	  	 	25	  
		 	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	  			


  

					
	P.A. No. 3157	  	4	  	SA-25
		  		  	
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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	  	4
		 	Attachment to Letter 6-1162-RRO-1062	  	25
	 6-1162-RRO-1065
	 	Performance Guarantees for Block B Aircraft	  	4
	 6-1162-RRO-1066R1
	 	Special Matters for Block B Aircraft	  	22
		 	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

  

	*	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	  	5	  	SA-25
		  		  	
		  	BOEING PROPRIETARY	  	










					
	 LETTER AGREEMENT (Con’t)
	 	 	  	 SA
NUMBER

			
	 6-1162-SCR-186
	 	[*], Non-Isolated Engine Mounts Letter	  	23
	 6-1162-SCR-193
	 	[*] Matters	  	23
	 6-1162-LKJ-0726
	 	[*] SA-24 Accelerated Block B Aircraft	  	24

  

			
	 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

  

	*	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-25
		  		  	
		  	BOEING PROPRIETARY	  	










			
	 SUPPLEMENTAL AGREEMENTS (Con’t)
	  	 DATED AS OF:

		
	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	  	            , 2016


  

					
	P.A. No. 3157	  	7	  	SA-25
		  		  	
		  	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	 	 	[*]	  	 	[*]	 	[*]	 	[*]	 	[*]	 	[*]	 	[*]
	Total:	 	4	 				 	 #  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. 25









 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	 	[*]	 	[*]	 	[*]	 	[*]	 	[*]	 	[*]	 	[*]
	[*]	 	1	 	[*]	 	[*]	 	[*]	 	[*]	 	[*]	 	[*]	 	[*]
	Total:	 	7	 		 		 		 		 		 		 	

  

	*	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 #25
		  	Boeing Proprietary	  	Page 1









 Attachment to 

Letter 6-1162-RR0-1062 

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)#	 	Price Per A/P	 	1%	 	4%	 	5%	 	35%
	[*]	 	[*]	 	[*]	 	[*]	 	[*]	 	[*]	 	[*]	 	[*]
	[*]	 	[*]	 	[*]	 	[*]	 	[*]	 	[*]	 	[*]	 	[*]
	[*]	 	[*]	 	[*]	 	[*]	 	[*]	 	[*]	 	[*]	 	[*]
	[*]	 	[*]	 	[*]	 	[*]	 	[*]	 	[*]	 	[*]	 	[*]
	[*]	 	[*]	 	[*]	 	[*]	 	[*]	 	[*]	 	[*]	 	[*]
	[*]	 	[*]	 	[*]	 	[*]	 	[*]	 	[*]	 	[*]	 	[*]
	[*]	 	[*]	 	[*]	 	[*]	 	[*]	 	[*]	 	[*]	 	[*]
	[*]	 	[*]	 	[*]	 	[*]	 	[*]	 	[*]	 	[*]	 	[*]
	[*]	 	[*]	 	[*]	 	[*]	 	[*]	 	[*]	 	[*]	 	[*]
	Total:	 	11	 		 		 		 		 		 	

  

	#	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. 23
	50271-1O.TXT	  	BOEING PROPRIETARY	  	Page 1