Supplemental Agreement No. 26 to Purchase Agreement No. 3157 between The Boeing Company And Federal Express Corporation Relating to Boeing Model 777-FREIGHTER Aircraft

Exhibit 10.35

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 IS BOTH (I) NOT MATERIAL AND (II) THE TYPE THAT FEDEX TREATS AS PRIVATE OR CONFIDENTIAL.

FedEx contract 00-0000-000

Supplemental Agreement No. 26

to

Purchase Agreement No. 3157

between

The Boeing Company

And

Federal Express Corporation

Relating to Boeing Model 777-FREIGHTER Aircraft

THIS SUPPLEMENTAL AGREEMENT No. 26 (SA-26), entered into as of the 10th day of February 2017, 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 two (2) Block C Aircraft as shown in the table below (SA-26 Accelerated Block C Aircraft):

Aircraft Block		Existing Delivery Month of Aircraft		Revised Delivery Month of Aircraft
C		[*]		[*]
C		[*]		[*]

C. 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
[*]		[*]
[*]		[*]
[*]		[*]
[*]		[*]

* Blank spaces contained confidential information that has been excluded pursuant to Item 601(b)(10)(iv) of Regulation S-K because it is both (i) not material and (ii) the type that FedEx treats as private or confidential.

P.A. No. 3157		1		SA-26
		BOEING PROPRIETARY

D. 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.

E. WHEREAS, Boeing has agreed to provide additional commercial and business considerations for the SA-26 Accelerated Block C Aircraft.

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. 26.

2. Boeing and Customer agree that upon execution of this Supplemental Agreement No. 26 (i) the SA-26 Accelerated Block C Aircraft are hereby rescheduled as described in Recital Paragraph B above and (ii) the four (4) Option Aircraft described in Recital Paragraph C above are hereby rescheduled as described herein.

3. 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.

4. 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 [*].

5. Remove and replace, in its entirety, “Table 1-C2”, with the revised Table 1-C2, attached hereto, revised to reflect (i) the revised delivery month and [*], Advance Payment Base Price and Advance Payment(s), subject to Paragraph 5, below, resulting from the reschedule of the SA-26 Accelerated Block C Aircraft.

* Blank spaces contained confidential information that has been excluded pursuant to Item 601(b)(10)(iv) of Regulation S-K because it is both (i) not material and (ii) the type that FedEx treats as private or confidential.

P.A. No. 3157		2		SA-26
		BOEING PROPRIETARY

6. 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 the rescheduling of four (4) Option Aircraft described in Recital Paragraph C above. Boeing and Customer acknowledge and agree that the rescheduling of Option Aircraft herein is not made pursuant to paragraph [*], and accordingly, for the avoidance of doubt [*]. Boeing and Customer further agree that, (i) notwithstanding the reschedule, the Option Aircraft described in Recital Paragraph C will retain the [*].

7. Add Letter Agreement 6-1162-LKJ-0737, Special Matters – SA-26 Accelerated Block C Aircraft, attached hereto, to reflect additional commercial and business considerations to be provided for the SA-26 Accelerated Block C Aircraft. For the avoidance of doubt, the SA-26 Accelerated Block C Aircraft also retain the commercial and business considerations applicable to Block C Aircraft.

8. This Supplemental Agreement No. 26 to the Purchase Agreement shall not be effective unless executed and delivered by the parties on or prior to February 10, 2017.

* Blank spaces contained confidential information that has been excluded pursuant to Item 601(b)(10)(iv) of Regulation S-K because it is both (i) not material and (ii) the type that FedEx treats as private or confidential.

P.A. No. 3157		3		SA-26
		BOEING PROPRIETARY

EXECUTED as of the day and year first above written.

THE BOEING COMPANY						FEDERAL EXPRESS CORPORATION
By:		/s/ L. Xxxxxxx Xxxxxx				By:		/s/ Xxxxxxx X. Xxxx
Its:		Attorney-In-Fact				Its:		VP Aircraft Acquisitions & Planning and Performance

P.A. No. 3157		4		SA-26
		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			26
		1B		Block B Conditional Firm Aircraft Information Table			26
		1C		Block C Aircraft Information Table			13
		1C1		Block C Aircraft Information Table (MSN 39285)			11
		1C2		Block C Aircraft Information Table			26
		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		5		SA-26
		BOEING PROPRIETARY

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		26
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-0000000X0		Special Matters for Block D Aircraft		19
6-1162-RRO-1144R7		[*] as related to XXx #0, #00 xxxxxxx #00, XX # 00 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 that has been excluded pursuant to Item 601(b)(10)(iv) of Regulation S-K because it is both (i) not material and (ii) the type that FedEx treats as private or confidential.

P.A. No. 3157		6		SA-26
		BOEING PROPRIETARY

LETTER AGREEMENT				SA NUMBER
6-1162-LKJ-0726		[*] SA-24 Accelerated Block B Aircraft		24
6-1162-LKJ-0737		Special Matters – SA-26 Accelerated Block C Aircraft		26

* Blank spaces contained confidential information that has been excluded pursuant to Item 601(b)(10)(iv) of Regulation S-K because it is both (i) not material and (ii) the type that FedEx treats as private or confidential.

P.A. No. 3157		7		SA-26
		BOEING PROPRIETARY

		SA
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
Supplemental Agreement No. 24		May 4, 2016
Supplemental Agreement No. 25		June 10, 2016
Supplemental Agreement No. 26		February 10, 2017

P.A. No. 3157		8		SA-26
		BOEING PROPRIETARY

The Boeing Company X.X. Xxx 0000 Xxxxxxx, XX 00000-0000

FedEx contract # 00-0000-000

6-1162-LKJ-0737

Federal Express Corporation

0000 Xxxxxxxx Xxxx

Xxxxxxx, XX 00000

Subject:		Special Matters – SA-26 Accelerated Block C Aircraft
Reference:		(a) Purchase Agreement No. 3157 (Purchase Agreement) between The Boeing Company (Boeing) and Federal Express Corporation (Customer) relating to Model 777-FREIGHTER aircraft (Aircraft)
		(b) Letter Agreement FED-PA-LA-1000790R3, Special Matters for Block C 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. The terms of this Letter Agreement apply to the SA-26 Accelerated Block C Aircraft as defined in Supplemental Agreement No. 26 to the Purchase Agreement (SA-26).

1. In consideration of the acceleration of the SA-26 Accelerated Block C Aircraft, Boeing will provide, in addition to the provisions of the reference (b) letter agreement, the following business considerations.

1.1 [*]

[*]

1.2 [*] ADVANCE PAYMENTS.

1.2.1 As a consequence of the acceleration of the SA-26 Accelerated Block C Aircraft, Customer will owe certain advance payments for the SA-26 Accelerated Block C Aircraft before [*] in accordance with the advance payment schedule provided in Table 1-C2 of the Purchase Agreement (Standard Advance Payment Schedule).

[*]

1.2.2 [*]

1.3 [*]

[*]

* Blank spaces contained confidential information that has been excluded pursuant to Item 601(b)(10)(iv) of Regulation S-K because it is both (i) not material and (ii) the type that FedEx treats as private or confidential.

6-1162-LKJ-0737		Page 1
Special Matters – SA-26 Accelerated Block C Aircraft		SA-26

BOEING PROPRIETARY

1.4 BUYER FURNISHED EQUIPMENT MATTERS.

The attachment to this letter agreement provides initial BFE on-dock dates for the SA-26 Accelerated Block C Aircraft. Subsequent updates to BFE on-doc dates will be electronically provided through My Boeing Fleet but such updated dates will be no earlier than the dates provided in the attachment to this Letter Agreement.

[*]

2. ADVANCE PAYMENT SETOFF RIGHTS.

Customer agrees that if it defaults on any monetary obligation under the Purchase Agreement and has failed to cure such default within five (5) calendar days of receiving written notice from Boeing, then Boeing may apply any/all advance payments paid by Customer to cure, in part or in whole, any default made with respect to any Aircraft or other obligation in the Purchase Agreement. In the event that Boeing exercises such setoff rights and applies any advance payments to cure any such default by Customer with respect to an Aircraft or other obligation in the Purchase Agreement, Boeing will be entitled to require Customer to replace within ten days of written notice, the amount of advance payments applied to cure such default such that the total amount of advance payments will be restored to the aggregate amount of advance payments owed at that time by Customer.

3. ASSIGNMENT.

The [*] and other business arrangements set forth in this Letter Agreement are [*] to Customer and in consideration of Customer taking title to the SA-26 Accelerated Block C Aircraft at the time of delivery 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.

* Blank spaces contained confidential information that has been excluded pursuant to Item 601(b)(10)(iv) of Regulation S-K because it is both (i) not material and (ii) the type that FedEx treats as private or confidential.

6-1162-LKJ-0737		Page 2
Special Matters – SA-26 Accelerated Block C Aircraft		SA-26

BOEING PROPRIETARY

Very truly yours,
THE BOEING COMPANY
By		/s/ L. Xxxxxxx Xxxxxx
Its		Attorney-In-Fact
ACCEPTED AND AGREED TO this
Date:		February 10, 2017
FEDERAL EXPRESS CORPORATION
By		/s/ Xxxxxxx X. Xxxx
Its		VP Aircraft Acquisitions & Planning and Performance

Omitted Attachments

Certain attachments to this exhibit regarding delivery and pricing of certain B777F 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.

6-1162-LKJ-0737		Page 3
Special Matters – SA-26 Accelerated Block C Aircraft		SA-26

BOEING PROPRIETARY