EX-10.6





 Exhibit 10.6 

INFORMATION IN THIS EXHIBIT IDENTIFIED BY BRACKETS IS CONFIDENTIAL AND HAS BEEN EXCLUDED PURSUANT TO ITEM 601(B)(10)(IV) OF REGULATION S-K BECAUSE IT (I)
IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO FEDEX IF PUBLICLY DISCLOSED. 
 FedEx Contract # 

Supplemental Agreement No. 13 

to 
 Purchase Agreement
No. 3712 
 between 
 The
Boeing Company 
 And 
 Federal
Express Corporation 
 Relating to Boeing Model 767-3S2F Aircraft 

THIS SUPPLEMENTAL AGREEMENT, entered into as of
September 4                                , 2019 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 Purchase Agreement No. 3712,
dated December 14, 2011 (Purchase Agreement), relating to the purchase and sale of certain Boeing Model 767-3S2F Aircraft (the Aircraft); and 

B.        WHEREAS, Customer and Boeing desire to make an update to the Manufacturer Serial Number
(MSN) listed in Table 1-B, associated with the Exercised Option Aircraft delivering in [*]. 

C.        WHEREAS, Customer and Boeing desire to update Table
1-A1 to reflect that the Determination Date has passed for one (1) Block B Aircraft delivering in [*], pursuant to Letter Agreement 6-1162-SCR-146R2, and agree that the special provision, Special Provision - Block B and Block G Aircraft, has expired. 

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. 13. 

  
 BOEING PROPRIETARY

 SA13 - 1 
  

	*	 Blank spaces contained confidential information that has been excluded pursuant to Item 601(b)(10)(iv) of
Regulation S-K because it (i) is not material and (ii) would likely cause competitive harm to FedEx if publicly disclosed. 















 Supplemental Agreement No.13 to 

Purchase Agreement No. 3712 

2.        Revise and replace in its entirety, Table 1-B
with a revised Table 1-B, attached hereto, to update the MSN described in Recital Paragraph B above. 

3.        Revise and replace in its entirety, Table 1-A1
with a revised Table 1-A1, attached hereto, to add a note clarifying that the Determination Date has passed for one (1) Block B Aircraft described in Recital Paragraph C above. 

  
 BOEING PROPRIETARY

 SA13 - 2 













 Supplemental Agreement No.13 to 

Purchase Agreement No. 3712 
 EXECUTED as of the day and year
first above written. 
 THE BOEING COMPANY 

By:    /s/ Laura A. Ford                 

Its:    Attorney-In-Fact       
          
 FEDERAL EXPRESS CORPORATION 

By:    /s/ Kevin Burkhart                 

Its:    Vice President Aircraft
Acquisition                 

  
 BOEING PROPRIETARY

 SA13 - 3 













 TABLE OF CONTENTS 

 

											
	 	 ARTICLES
	  		  	 	SA Number	 
				 	1	  	 Quantity, Model and Description
	  			
				
				 	2	  	 Delivery Schedule
	  			
				
				 	3	  	 Price
	  			
				
				 	4	  	 Payment
	  			
				
				 	5	  	 Additional Terms
	  			
			
	 	 TABLES
	  		  			
				 	 1-A
	  	 Firm Aircraft Information Table
	  	 	10	 
				
				 	1-A1	  	 Block B and Block C Aircraft Information Table
	  	 	13	 
				
				 	1-A2	  	 Block E, Block F and Block G Aircraft Information Table
	  	 	11	 
				
				 	1-B	  	 Exercised Option Aircraft Information Table
	  	 	13	 
				
				 	1-B1	  	 Exercised Block D Option Aircraft Information Table
	  	 	  2	 
				
				 	1-C	  	 Exercised Purchase Right Aircraft Information Table
	  	 	  2	 
			
	 	 EXHIBIT
	  		  			
				 	A	  	 Aircraft Configuration
	  	 	  4	 
				
				 	B	  	 Aircraft Delivery Requirements and Responsibilities
	  			
		
	 	 SUPPLEMENTAL EXHIBITS
	  			
				 	AE1	  	 Escalation Adjustment/Airframe and Optional Features
	  			
				
				 	BFE1	  	 BFE Variables
	  	 	  2	 
				
				 	CS1	  	 Customer Support Variables
	  			
				
				 	EE1	  	 Engine Escalation, Engine Warranty and Patent Indemnity
	  			
				
				 	SLP1	  	 Service Life Policy Components
	  			

  

					
	FED-PA-03712	 		 	SA-13
		 	BOEING PROPRIETARY	 	














					
	LETTER AGREEMENTS	  	SA
Number
			
	LA-1106151R2	  	 LA-Special Matters Concerning [*] –
Option
	  	
			
	 	  	Aircraft and Certain Purchase Right Aircraft	  	  6
			
	LA-1106152	  	 LA-Special Matters Concerning [*] – Firm
Aircraft
	  	
			
	LA-1106153	  	 LA-Liquidated Damages
Non-Excusable Delay
	  	
			
	LA-1106154R2	  	 LA-Firm Aircraft and Option Aircraft Delivery
Matters
	  	  6
			
	LA-1106155	  	 LA-Open Configuration Matters
	  	
			
	LA-1106156R3	  	 LA-Option Aircraft
	  	12
			
	 	  	Attachment 1 to LA-1106156R3	  	12
			
	 	  	Attachment 2 to LA-1106156R3	  	  6
			
	 	  	Attachment 3 to LA-1106156R3	  	12
			
	 	  	Attachment 4 to LA-1106156R3	  	12
			
	LA-1106157	  	 AGTA Amended Articles
	  	
			
	LA-1106158R5	  	 LA-Right to Purchase Additional Aircraft
	  	12
			
	LA-1106159R1	  	 LA-Special Matters Concerning [*]
	  	  1
			
	LA-1106160	  	 LA-Spare Parts Initial Provisioning
	  	
			
	LA-1106163	  	 LA-Demonstration Flight Waiver
	  	
			
	LA-1106177R1	  	 LA-[*]
	  	  6
			
	LA-1106207R1	  	 LA-Special Matters Firm Aircraft
	  	  1
			
	LA-1106208R2	  	 LA-Special Matters Option Aircraft
	  	  1
			
	LA-1106574R1	  	 LA-Agreement for Deviation from the [*]
	  	  6
			
	LA-1106584R4	  	 LA-Aircraft Performance Guarantees
	  	  6
			
	LA-1106586	  	 LA-Miscellaneous Matters
	  	
			
	LA-1106614R4	  	 LA-Special Matters for Purchase Right Aircraft
	  	12
			
	LA-1106824	  	 LA-Customer Support Matters
	  	
			
	LA-1208292R2	  	 LA-Special Matters Concerning [*] – Block B, Block
C, Block E, Block F and Block G Aircraft
	  	  6
			
	LA-1208296R1	  	 LA-Special Matters for Block D Option Aircraft
	  	  6
			
	LA-1208949R1	  	 LA-Special Matters for Aircraft in Table 1-A1
	  	11
			
	6-1162-SCR-146R2	  	 LA Special Provision—Block B and Block G Aircraft
	  	11
			
	LA-1306854R1	  	 Performance Guarantees, Demonstrated Compliance
	  	  6
			
	6-1162-LKJ-0696R6	  	 LA-[*]
	  	
			
	6-1162-LKJ-0705	  	 LA-Special Matters for Block E, Block F and Block G
Aircraft in Table 1-A2
	  	
			
	6-1162-LKJ-0707	  	 LA- Agreement Regarding [*]
	  	  6
			
	6-1162-LKJ-0709	  	 [*] Special Matters
	  	  6

  

					
	FED-PA-03712	 		 	SA-13
		 	BOEING PROPRIETARY	 	

  

	*	 Blank spaces contained confidential information that has been excluded pursuant to Item 601(b)(10)(iv) of
Regulation S-K because it (i) is not material and (ii) would likely cause competitive harm to FedEx if publicly disclosed. 















					
			
	6-1162-LKJ-0728	  	 Special Matters – SA-8 Early Exercise
Aircraft
	  	  8
			
	6-1162-LKJ-0744	  	 Special Considerations – SA-10 Accelerated
Aircraft
	  	10
			
	6-1169-LKJ-0773	  	 Special Matters – SA-11
	  	11

  

					
	FED-PA-03712	 		 	SA-13
		 	BOEING PROPRIETARY	 	














			
	 SUPPLEMENTAL AGREEMENTS
	  	 DATED AS OF:

		
	 Supplemental Agreement No. 1
	  	 June 29, 2012

		
	 Supplemental Agreement No. 2
	  	 October 8, 2012

		
	 Supplemental Agreement No. 3
	  	 December 11, 2012

		
	 Supplemental Agreement No. 4
	  	 December 10, 2013

		
	 Supplemental Agreement No. 5
	  	 September 29, 2014

		
	 Supplemental Agreement No. 6
	  	 July 21, 2015

		
	 Supplemental Agreement No. 7
	  	 April 18, 2016

		
	 Supplemental Agreement No. 8
	  	 June 10, 2016

		
	 Supplemental Agreement No. 9
	  	 February 16, 2017

		
	 Supplemental Agreement No. 10
	  	 May 10, 2017

		
	 Supplemental Agreement No. 11
	  	 June 18, 2018

		
	 Supplemental Agreement No. 12
	  	 June 24, 2019

		
	 Supplemental Agreement No. 13
	  	 , 2019


 Omitted Attachments 

Certain attachments to this exhibit regarding delivery and pricing of certain B767F aircraft manufactured by The Boeing Company for FedEx have been omitted
pursuant to Item 601(a)(5) of Regulation S-K because the information contained therein is not material and is not otherwise publicly disclosed. FedEx will furnish supplementally copies of these attachments to
the Securities and Exchange Commission or its staff upon request. 
  

					
	FED-PA-03712	 		 	SA-13
		 	BOEING PROPRIETARY