EX-10.34



 Exhibit 10.34 

FedEx Contract # 12-0527-015 

Supplemental Agreement No. 7 

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 April 18, 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 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, Boeing desires to revise the Manufacturer Serial Numbers
(MSNs) associated with certain delivery positions as shown in the table below. 
  

									
	 Delivery Position
	  	 Table

Reference
	  	 Delivery

Position

Contract Block
	  	 Original MSN
	  	 Revised MSN

	[*]	  	Table 1-A1	  	C	  	61205	  	42721
	[*]	  	Table 1-A	  	Original Firm 1	  	42721	  	43550
	[*]	  	Table 1-A1	  	C	  	43549	  	42722
	[*]	  	Table 1-A1	  	C	  	43550	  	61206
	[*]	  	Table 1-A	  	Original Firm 1	  	42722	  	42723
	[*]	  	Table 1-A1	  	C	  	61206	  	43538
	[*]	  	Table 1-A	  	Original Firm 1	  	42723	  	43541
	[*]	  	Table 1-B	  	C 2	  	43538	  	61205
	[*]	  	Table 1-B	  	C 2	  	43541	  	43549

  

	1 	Original firm Aircraft at execution of the Purchase Agreement (Original Firm Aircraft) 


	2 	Exercised 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.


 BOEING PROPRIETARY 

S7-1 








 Supplemental Agreement No.7 to 

Purchase Agreement No. 3712 
  

C. WHEREAS, Boeing and Customer desire to revise certain Tables in the Purchase Agreement to reflect the revised MSNs, where such Tables
reference MSNs. 
 D. WHEREAS, Boeing and Customer desire to [*] as identified in the Table above. 

E. WHEREAS, Boeing and Customer desire to acknowledge the expiration of the special provision described in Letter Agreement 6-1162-SCR-146R1,
Special Provision – Block B and Block G Aircraft, in respect to (i) one (1) Block B Aircraft scheduled to deliver during [*] and (ii) one Block B Aircraft scheduled to deliver during [*], both as shown on Table 1-B. 

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. 7. 
 2. Revise and replace in its entirety, Table 1-A1 with a revised Table 1-A1,
attached hereto, to revise the MSNs associated with certain delivery positions as identified in Recital paragraph B above. 
 3. Revise and
replace in its entirety, Table 1-B with a revised Table 1-B, attached hereto, to (i) update the MSNs associated with certain delivery positions as identified in Recital paragraph B above, and (ii) to revise the note pertaining to the expiration of
the special provision described in Letter Agreement 6-1162-SCR-146R1, Special Provision – Block B and Block G Aircraft, in respect to the Block B Aircraft scheduled to deliver in [*] and [*]. 

4. [*] 

  

	*	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.


 BOEING PROPRIETARY 

S7-2 









 Supplemental Agreement No.7 to 

Purchase Agreement No. 3712 
  

 5. This Supplemental Agreement No. 7 to the Purchase Agreement shall not be effective until
executed and delivered by the parties.  

  
 BOEING PROPRIETARY

 S7-3 









 Supplemental Agreement No.7 to 

Purchase Agreement No. 3712 
  

 EXECUTED as of the day and year first above written. 

 

			
	THE BOEING COMPANY
		
	By:	 	 /s/ Kirsten Jensen

		
	Its:	 	
Attorney-In-Fact

	
	FEDERAL EXPRESS CORPORATION
		
	By:	 	 /s/ Phillip C. Blum

		
	Its:	 	 Vice President Aircraft Acquisitions



  
 BOEING PROPRIETARY

 S7-4 








 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	  	 	1	  
	 1-A1
	  	Block C Aircraft Information Table	  	 	7	  
	 1-A2
	  	Block E, Block F and Block G Aircraft Information Table	  	 	6	  
	 1-B
	  	Exercised Option Aircraft Information Table	  	 	7	  
	 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-7
		  	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-1106156R2
	  	 LA-Option Aircraft
	  	 	6	  
			
	 LA-1106157
	  	 AGTA Amended Articles
	  			
			
	 LA-1106158R2
	  	 LA-Right to Purchase Additional Aircraft
	  	 	6	  
			
	 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-1106208R1
	  	 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-1106614R1
	  	 LA-Special Matters for Purchase Right Aircraft
	  	 	6	  
			
	 LA-1106824
	  	 LA-Customer Support Matters
	  			
			
	 LA-1208292R2
	  	 LA-Special Matters Concerning Escalation – 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-1208949
	  	 LA-Special Matters Block C Aircraft in Table 1-A1
	  	 	1	  
			
	 6-1162-SCR-146R1
	  	 LA Special Provision - Block B and Block G Aircraft
	  	 	6	  
			
	 LA-1306854R1
	  	 Performance Guarantees, Demonstrated Compliance
	  	 	6	  
			
	 6-1162-LKJ-0696R6
	  	 LA-[*]
	  	 	6	  
			
	 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	  

  

	*	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-PA-03712
	  		  	SA-7
		  	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     , 2016


  
  

					
	FED-PA-03712	  		  	SA-7
		  	BOEING PROPRIETARY	  	









 Table 1-A1 to PA 3712 

Aircraft Delivery, Description, Price and Advance Payments 

Block C Aircraft 
  

													
	Airframe Model/MTOW:	  	767-300F	 	 	408000 pounds	  	  	Detail Specification: D019T002-K dated April 30, 2011
						
	Engine Model/Thrust:	  	CF6-80C2B6F	 	 	60200 pounds	  	  	 Airframe Price Base Year/Escalation Formula:
	  	[*]	  	ECI-MFG/CPI
						
	Airframe Price:	  		 	 	[*]	  	  	 Engine Price Base Year/Escalation Formula:
	  	[*]	  	GE CF6-80 & GE90 (99 rev.)
						
	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:	 	 	[*]	  	  	Engine Escalation Data:	  		  	
					
	Seller Purchased Equipment (SPE) Estimate:	 	 	[*]	  	  	Base Year Index (CPI):	  	[*]	  	
						
	Deposit per Aircraft:	  		 	 	[*]	  	  		  		  	

  

																			
	 	  	 	  	Escalation	 	Escalation	 	 	  	Escalation Estimate	 	Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):
	Delivery	  	Number of	  	Factor	 	Factor	 	 	  	Adv Payment Base	 	At Signing	 	24 Mos.	 	21/18/12/9/6 Mos.	 	Total
	 Date
	  	Aircraft	  	(Airframe)	 	(Engine)	 	MSN	  	Price Per A/P	 	1%	 	4%	 	5%	 	30%
	[*]	  	1	  	[*]	 	[*]	 	43544	  	[*]	 	[*]	 	[*]	 	[*]	 	[*]
	[*]	  	1	  	[*]	 	[*]	 	44377	  	[*]	 	[*]	 	[*]	 	[*]	 	[*]
	[*]	  	1	  	[*]	 	[*]	 	44378	  	[*]	 	[*]	 	[*]	 	[*]	 	[*]
	[*]	  	1	  	[*]	 	[*]	 	43542	  	[*]	 	[*]	 	[*]	 	[*]	 	[*]
	[*]	  	1	  	[*]	 	[*]	 	43543	  	[*]	 	[*]	 	[*]	 	[*]	 	[*]
	[*]	  	1	  	[*]	 	[*]	 	44379	  	[*]	 	[*]	 	[*]	 	[*]	 	[*]
	[*]	  	1	  	[*]	 	[*]	 	44380	  	[*]	 	[*]	 	[*]	 	[*]	 	[*]
	[*]	  	1	  	[*]	 	[*]	 	43545	  	[*]	 	[*]	 	[*]	 	[*]	 	[*]
	[*]	  	1	  	[*]	 	[*]	 	43546	  	[*]	 	[*]	 	[*]	 	[*]	 	[*]
	[*]	  	1	  	[*]	 	[*]	 	43547	  	[*]	 	[*]	 	[*]	 	[*]	 	[*]
	[*]	  	1	  	[*]	 	[*]	 	43548	  	[*]	 	[*]	 	[*]	 	[*]	 	[*]
	[*]	  	1	  	[*]	 	[*]	 	42721	  	[*]	 	[*]	 	[*]	 	[*]	 	[*]
	[*]	  	1	  	[*]	 	[*]	 	42722	  	[*]	 	[*]	 	[*]	 	[*]	 	[*]
	[*]	  	1	  	[*]	 	[*]	 	61206	  	[*]	 	[*]	 	[*]	 	[*]	 	[*]
	[*]	  	1	  	[*]	 	[*]	 	43538	  	[*]	 	[*]	 	[*]	 	[*]	 	[*]
	[*]	  	1	  	[*]	 	[*]	 		  	[*]	 	[*]	 	[*]	 	[*]	 	[*]
	[*]	  	1	  	[*]	 	[*]	 		  	[*]	 	[*]	 	[*]	 	[*]	 	[*]
	[*]	  	1	  	[*]	 	[*]	 		  	[*]	 	[*]	 	[*]	 	[*]	 	[*]
	[*]	  	1	  	[*]	 	[*]	 		  	[*]	 	[*]	 	[*]	 	[*]	 	[*]
	Total:	  	19	  		 		 		  		 		 		 		 	

  

	*	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-PA-03712 62134-1F.TXT	  	Boeing Proprietary	  	









 Table 1-B To 

Purchase Agreement No. 3712 

Aircraft Delivery, Description, Price and Advance Payments 

Exercised Option Aircraft 
  

													
	Airframe Model/MTOW:	 	767-300F	 	 	40,8000 pounds	  	  	 Detail Specification: D019T002FED63F-1, Rev D dated

    March 26, 2015

						
	Engine Model/Thrust:	 	CF6-80C2B6F	 	 	60,200 pounds	  	  	 Airframe Price Base Year/Escalation Formula:
	  	[*]	  	ECI-MFG/CPI
						
	Airframe Price:	 		 	 	[*]	  	  	 Engine Price Base Year/Escalation Formula:
	  	[*]	  	GE CF6-80 & GE90 (99 rev.)
						
	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:	 	 	[*]	  	  	Engine Escalation Data:	  		  	
					
	Seller Purchased Equipment (SPE) Estimate:	 	 	[*]	  	  	Base Year Index (CPI):	  	[*]	  	
						
	Deposit per Aircraft:	 		 	 	[*]	  	  		  		  	

  

																					
	 	  	 	  	Escalation	 	Escalation	 	 	  	 	  	Escalation Estimate	 	Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):	 	 
	Delivery	  	Number of	  	Factor	 	Factor	 	 	  	 	  	Adv Payment Base	 	At Signing	 	24 Mos.	 	21/18/12/9/6 Mos.	 	Total
	 Date
	  	Aircraft	  	(Airframe)	 	(Engine)	 	Block	  	MSN	  	Price Per A/P	 	1%	 	4%	 	5%	 	30%
	 [*]
	  	1	  	[*]	 	[*]	 	Block C	  	61205	  	[*]	 	[*]	 	[*]	 	[*]	 	[*]
	 [*]
	  	1	  	[*]	 	[*]	 	Block C	  	43549	  	[*]	 	[*]	 	[*]	 	[*]	 	[*]
	 [*]
	  	1	  	[*]	 	[*]	 	Block C	  	43551	  	[*]	 	[*]	 	[*]	 	[*]	 	[*]
	 [*]
	  	1	  	[*]	 	[*]	 	Block B 1	  	43630	  	[*]	 	[*]	 	[*]	 	[*]	 	[*]
	 [*]
	  	1	  	[*]	 	[*]	 	Block C	  	43552	  	[*]	 	[*]	 	[*]	 	[*]	 	[*]
	 [*]
	  	1	  	[*]	 	[*]	 	Block B 1	  	43631	  	[*]	 	[*]	 	[*]	 	[*]	 	[*]
	 [*]
	  	1	  	[*]	 	[*]	 	Block B 1	  	43632	  	[*]	 	[*]	 	[*]	 	[*]	 	[*]
	 [*]
	  	1	  	[*]	 	[*]	 	Block C	  	43553	  	[*]	 	[*]	 	[*]	 	[*]	 	[*]
	 [*]
	  	1	  	[*]	 	[*]	 	Block C	  	43554	  	[*]	 	[*]	 	[*]	 	[*]	 	[*]
	 [*]
	  	1	  	[*]	 	[*]	 	Block B	  	43633	  	[*]	 	[*]	 	[*]	 	[*]	 	[*]
											
		  	10	  		 		 		  		  		 		 		 		 	

  

	1 	The Determination Date has passed and the special provision pursuant to Letter Agreement 6-1162-SCR-146R1, Special Provision - Block B and Block G Aircraft, has
expired. 

  

	*	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-PA-03712 57361-1F.TXT
	 	Boeing Proprietary	  	Page 1