Exhibit 10.61

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 # 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 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.

 

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 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.

 

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 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.

 

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

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-7
		BOEING PROPRIETARY