EX-10.25



 Exhibit 10.25 

FedEx contract # 07-0255—030 

Supplemental Agreement No. 24 
 to

 Purchase Agreement No. 3157 

between 
 The Boeing Company 

And 
 Federal Express Corporation

 Relating to Boeing Model 777-FREIGHTER Aircraft 

THIS SUPPLEMENTAL AGREEMENT No. 24 (SA-24), entered into as of the 4th day of May 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 one (1) Block B conditional firm Aircraft (SA-24 Accelerated Block B
Aircraft) as shown in the table below: 
  

					
	 Aircraft Block
	  	 Existing Delivery Month

of Aircraft
	  	 Revised Delivery Month

of Aircraft

	B (Conditional Firm)	  	[*]	  	[*]

 C. WHEREAS, Boeing and Customer agree that the SA-24 Accelerated Block B Aircraft [*] upon execution of this
Supplemental Agreement No. 24 as a result of the reschedule described in Recital Paragraph B above in accordance with the terms of Letter Agreement 6-1162-RRO-1068, Special Provision – Block B Aircraft, due to [*] provision therein as it
relates to such Accelerated Block B Aircraft, [*]. 
 D. WHEREAS, Boeing and Customer have agreed to an [*]. 

NOW THEREFORE, in consideration of the mutual covenants herein contained, the parties hereto agree to supplement the Purchase Agreement as
follows: 
  

	*	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–24
			
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 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. 24. 


 

	2.	Boeing and Customer agree that upon execution of this Supplemental Agreement No. 24 the SA-24 Accelerated Block B Aircraft is hereby (i) rescheduled as described in Recital Paragraph B above and (ii) [*] in
accordance with Recital Paragraph C above. 

  

	3.	Remove and replace, in its entirety, “Table 1-A”, with the revised Table 1-A, attached hereto, revised to reflect (i) the addition of the SA-24 Accelerated Block B Aircraft [*] and (ii) the revised delivery
month and [*], Advance Payment Base Price and Advance Payment(s), subject to Paragraph 6, below, resulting from the reschedule of SA-24 Accelerated Block B Aircraft. 


 

	4.	Remove and replace, in its entirety, “Table 1-B”, with the revised Table 1-B, attached hereto, revised to reflect the removal of the SA-24 Accelerated Block B Aircraft. 


 

	5.	Remove and replace, in its entirety, Letter Agreement 6-1162-RCN-1799, [*], with a revised Letter Agreement 6-1162-RCN-1799R1, attached hereto, [*]. 


 

	6.	Add Letter Agreement 6-1162-LKJ-0726, [*] – SA-24 Accelerated Block B Aircraft, attached hereto, to reflect an [*] schedule for the SA-24 Accelerated Block B Aircraft. 


 

	7.	[*] 

  

	8.	This Supplemental Agreement No. 24 to the Purchase Agreement shall not be effective unless executed and delivered by the parties on or prior to May 13, 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–24
			
		  	BOEING PROPRIETARY	  	









 EXECUTED as of the day and year first above written. 

 

									
	THE BOEING COMPANY	 		 	FEDERAL EXPRESS CORPORATION
					
	By:	 	 /s/ Kirsten Jensen
	 		 	By:	 	 /s/ Phillip C. Blum

					
	Its:	 	 Attorney-In-Fact
	 		 	Its:	 	 Vice President



  
  

					
	P.A. No. 3157	  	3	  	SA–24
			
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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	  	 	24	  
	 1B
	  	Block B Conditional Firm Aircraft Information Table	  	 	24	  
	 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–24
			
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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
	  	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 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.



  
  

					
	P.A. No. 3157	  	5	  	SA–24
			
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	 LETTER AGREEMENT
	  	 SA
NUMBER
	 
			
	 6-1162-LKJ-0726
	  	[*]	  	 	24	  
			
		  	SA-24 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.



  
  

					
	P.A. No. 3157	  	6	  	SA–24
			
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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
	  	
             , 2016



  
  

					
	P.A. No. 3157	  	7	  	SA–24
			
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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:	 	[*]	  		  		  	

  

																	
	 	 	 	 	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	 	[*]	 	[*]	 	[*]	 	[*]	 	[*]	 	[*]	 	[*]
	 Total:
	 	3	 		 	 *  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	  		  	Supplemental Agreement No. 24
		  		  	
		  	BOEING PROPRIETARY	  	









 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	  	 Detail Specification: D019W007FED7F-1, Rev E dated

    August 29, 2011

						
	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 Agreemt:	 	[*]	  		 		 	

  

																	
	 	 	 	 	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	 	[*]	 	[*]	 	[*]	 	[*]	 	[*]	 	[*]	 	[*]
	 [*]
	 	1	 	[*]	 	[*]	 	[*]	 	[*]	 	[*]	 	[*]	 	[*]
									
	 Total:
	 	8	 		 		 		 		 		 		 	

  

	*	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 50720	  		  	Supplemental Agreement No. 24
		  		  	Page 1
		  	BOEING PROPRIETARY	  	









 Fedex contract #07-0255-030 

6-1162-RCN-1799R1 
 Federal Express Corporation 

3131 Democrat Road 
 Memphis TN 38125 

 

			
	Subject:	  	[*]
		
	Reference:	  	Purchase Agreement No. 3157 (the Purchase Agreement) between The Boeing Company (Boeing) and Federal Express Corporation (Customer) relating to Model 777-FREIGHTER aircraft (Aircraft).

 This letter agreement (Letter Agreement) cancels and supersedes Letter Agreement 6-1162-RCN-1799 dated March 6, 2007
and amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement have the same meaning as in the Purchase Agreement. 

Recital. 
 [*] 

Agreement. 
  

	1.	Definitions. 

 1.1 “Covered Aircraft” shall mean those Aircraft identified on
Table 1 to the Purchase Agreement as of March 6, 2007. 
 1.2 [*] 

1.3 [*] shall have the meaning set forth in Article 2, below. 

1.4 [*] 
  

	*	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.



  
  

					
	P.A. No. 3157	  		  	SA-24
	[*]	  		  	
		  	BOEING PROPRIETARY	  	










 Federal Express Corporation 

6-1162-RCN-1799R1    Page 2 
  

 1.5 [*] 
  

	2.	[*] 

 2.1 [*] 

2.2 [*] 
 2.3 [*]

  

	3.	Methods of Performance. 

 [*] 

3.1 [*] 
 3.2 [*] 

 

	4.	Project Approval. 

 [*] 
  

	*	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	  		  	SA-24
	[*]	  	
		  	BOEING PROPRIETARY	  	










 Federal Express Corporation 

6-1162-RCN-1799R1    Page 3 
  


	5.	Confidentiality. 

 The commercial and financial information contained in this Letter Agreement is
considered by Boeing as confidential. Customer agrees that it will treat this Letter Agreement and the information contained herein as confidential and will not, without the prior written consent of Boeing, disclose this Letter Agreement or any
of the information contained herein. 
 Very truly yours, 
  

			
	THE BOEING COMPANY
		
	By	 	 /s/ Kirsten Jensen

		
	Its	 	
Attorney-In-Fact


 ACCEPTED AND AGREED TO this 

Date: May 4, 2016 
  

			
	FEDERAL EXPRESS CORPORATION
		
	By	 	 /s/ Phillip C. Blum

		
	Its	 	 Vice President


  

	*	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	  		  	SA-24
	[*]	  	
		  	BOEING PROPRIETARY	  	










			
	



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

  
  

Fedex contract #07-0255-030 
 6-1162-LKJ-0726 

Federal Express Corporation 
 3131 Democrat Road 

Memphis, TN 38125 
  

			
	Subject:	  	[*] – SA-24 Accelerated Block B Aircraft
		
	Reference:	  	Purchase Agreement No. 3157 (Purchase Agreement) between The Boeing Company (Boeing) and Federal Express Corporation (Customer) relating to Model 777-FREIGHTER aircraft (Aircraft)

 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. 
  

	1.	[*] 

  

	 	1.1	[*] 

  

	 	1.2	[*] 

 # Supplemental Agreement No. 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.



  

					
	6-1162-LKJ-0726	  		  	Page 1
	SA-24	  		  	
		  	BOEING PROPRIETARY	  	










 



 
  


	2.	[*] 

 [*] 
  

	3.	Assignment. 

 Notwithstanding any other provisions of the Purchase Agreement, the rights
and obligations described in this Letter Agreement are provided to Customer only and cannot be assigned in whole or, in part without the prior written consent of Boeing. 
  

	4.	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. 
 If the foregoing correctly sets forth your understanding of our agreement
with respect to matters described above, please indicate your acceptance and approval below. 
 Very truly yours, 

 

			
	THE BOEING COMPANY
		
	By	 	 /s/ Kirsten Jensen

		
	Its	 	 Attorney-In-Fact


 ACCEPTED AND AGREED TO this 
  

			
	Date:	 	 May 4, 2016


  

			
	FEDERAL EXPRESS CORPORATION
		
	By	 	 /s/ Phillip C. Blum

		
	Its	 	 Vice President


  

	*	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-LKJ-0726	  		  	Page 2
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