Supplemental Agreement No. 2



 Exhibit 10.2 
 Supplemental Agreement No. 2 
 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 the 8th day of October, 2012 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. 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 reschedule the delivery date of one
(1) Block C Aircraft listed in Table 1-A1 as shown below: 
  

			                        		                        
	        MSN        	    	Prior Delivery Month
& Year for
firm
                Aircraft                	 	Rescheduled Delivery
Month & Year for firm
       
         Aircraft                
	   43544
	    	[*]	 	[*]

 C. WHEREAS, Customer and Boeing desire to incorporate Exhibit A into the Purchase
Agreement pursuant to the terms of Open Configuration Matters letter agreement FED-PA-03712-LA-1106155. 
 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. 



  

					
		 	S1-1	 	










 Supplemental Agreement 2 to 
 Purchase Agreement No. 3712 
  

 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. 2. 


  

	 	2.	 Remove and replace, in its entirety, Table 1-A1 with a revised Table 1-A1 attached hereto to reschedule the delivery date of one (1) Aircraft
described in Recital Paragraph B and to [*]. 


  

	 	3.	 Insert a new Exhibit A which shall reflect Customer’s decisions of optional features applicable to the Aircraft. 



 

	 	4.	 Remove and replace, in its entirety, Table 1-B with a revised Table 1-B attached hereto to [*]. 



 

	 	5.	 Remove and replace, in its entirety, Table 1-B1 with a revised Table 1-B1 attached hereto to [*]. 



 

	 	6.	 Remove and replace, in its entirety, Table 1-C with a revised Table 1-C attached hereto to [*]. 



 

	 	7.	 Remove and replace, in its entirety, the BFE-1 document with a revised BFE-1 document attached hereto to reflect the revised BFE on-dock dates
applicable to the Aircraft with MSN 43544 described in Recital Paragraph B. 


  

	 	8.	 In consideration of the [*] of MSN 43544 described in this Supplemental Agreement No. 2, Boeing agrees to [*] (as defined in paragraph
1.2.2(ii) of letter agreement FED-PA-03712-LA-1106159R1) [*]. For the sake of clarity, the parties anticipate that such [*] as of the date of execution of this Supplemental Agreement. 



Further to above, in the event that additional amendments are made to any of the aircraft purchase agreements between the
date of execution of this Supplemental Agreement No. 2 and May 2015 (Revisions) and such Revisions result in [*]. 

  
 S2-2

  

	*	 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. 











 Supplemental Agreement 2 to 
 Purchase Agreement No. 3712 
  


	 	9.	 As a result of the changes made under Supplemental Agreement No. 2 to (i) [*] the delivery date of one (1) Block C Aircraft and
(ii) revise the [*]. 


  

	 	10.	 [*]. 


  

	 	11.	 This Supplemental Agreement No. 2 to the Purchase Agreement shall not be effective unless executed and delivered by the parties on or prior to
October 8, 2012. 


 EXECUTED as of the day and year first above written. 

 

									
	 THE BOEING COMPANY
	 		 	 FEDERAL EXPRESS CORPORATION

					
	 By:
	 	 /s/ STUART C. ROSS
	 		 	 By:
	 	 /s/ PHILLIP C. BLUM

					
	 Its:
	 	 Attorney-In-Fact
	 		 	 Its:
	 	 Vice President Aircraft Acquisition



  
 S2-3

  

	*	 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. 










 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
	  	 	2	  
	1-B	  	 Exercised Option Aircraft Information Table
	  	 	2	  
	  1-B1	  	 Exercised Block D Option Aircraft Table
	  	 	2	  
	1-C	  	 Exercised Purchase Right Aircraft Information Table
	  	 	2	  
		
	 EXHIBIT
	  	 	 
	A	  	 Aircraft Configuration
	  	 	2	  
	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
	 		 	 October 8, 2012
 SA - 2


 BOEING PROPRIETARY 

 









							
	 LETTER AGREEMENTS
	  	SA
Number	 
			
	 LA-1106151R1
	  	 LA-[*] Special Matters–Option Aircraft
	  	 	1	  
			
	 LA-1106152
	  	 LA-[*] Special Matters–Firm Aircraft
	  			
			
	 LA-1106153
	  	 LA-Liquidated Damages Non-Excusable Delay
	  			
			
	 LA-1106154R1
	  	 LA-Firm Aircraft Delivery Matters
	  	 	1	  
			
	 LA-1106155
	  	 LA-Open Configuration Matters
	  			
			
	 LA-1106156R1
	  	 LA-Option Aircraft
	  	 	1	  
			
	 LA-1106157
	  	 AGTA Amended Articles
	  			
			
	 LA-1106158R1
	  	 LA- Purchase Right Aircraft
	  	 	1	  
			
	 LA-1106159R1
	  	 LA- Special Matters Concerning [*]
	  	 	1	  
			
	 LA-1106160
	  	 LA-Spare Parts Initial Provisioning
	  			
			
	 LA-1106163
	  	 LA-Demonstration Flight Waiver
	  			
			
	 LA-1106177
	  	 [*]
	  			
			
	 LA-1106207R1
	  	 LA-Special Matters Firm Aircraft
	  	 	1	  
			
	 LA-1106208R1
	  	 LA-Special Matters Option Aircraft
	  	 	1	  
			
	 LA-1106574
	  	 LA- Deviation from [*]
	  			
			
	 LA-1106584R1
	  	 LA- Performance Guarantees
	  	 	1	  
			
	 LA-1106586
	  	 LA-Miscellaneous Matters
	  			
			
	 LA-1106614
	  	 LA-Special Matters Purchase Right Aircraft
	  			
			
	 LA-1106824
	  	 LA-Customer Support Matters
	  			
			
	 LA-1208292
	  	 LA-[*] Special Matters – Block B and C Aircraft
	  	 	1	  
			
	 LA-1208296
	  	 LA-Special Matters Exercised Block D Option Aircraft
	  	 	1	  
			
	 LA-1208949
	  	 LA-Special Matters Block C Aircraft in Table 1-A1
	  	 	1	  
			
	 6-1162-SCR-146
	  	 LA Special Provisions concerning Block B Aircraft
	  	 	1	  


  

					
	 FED-PA-03712
	 		 	 October 8, 2012
 SA - 2


 BOEING PROPRIETARY 

 

	*	 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. 











				                        	
	 SUPPLEMENTAL AGREEMENTS
	    	DATED AS OF:	 
		
	 Supplemental Agreement No. 1
	    	 	June 29, 2012	  
		
	 Supplemental Agreement No. 2
	    	 	October     , 2012	  


  

			
	FED-PA-03712	 	 October 8, 2012
 SA - 2


 BOEING PROPRIETARY 








 AIRCRAFT CONFIGURATION 

between 

THE BOEING COMPANY 
 and 
 FEDERAL EXPRESS CORPORATION 

Exhibit A 
 to Purchase Agreement Number 3712 

  

			
	FED-PA-03712-EXA	 	 October 8, 2012
 Page 1


 BOEING PROPRIETARY 








 Exhibit A 

AIRCRAFT CONFIGURATION 
 Dated October 8, 2012 
 relating to 

BOEING MODEL 767-3S2F AIRCRAFT 
 Customer Detail Specification is D019T002FED63F-1, Rev NEW. Such Detail Specification will be comprised of Boeing Configuration Specification D019T002, revision K, dated as of April 30, 2011, and as
amended to incorporate the Options attached hereto, including the effects on Manufacturer’s Empty Weight (MEW) and Operating Weight (OEW). 
 The Aircraft Basic Price reflects and includes all effects of such Optional Features, except such Aircraft Basic Price does not include the price effects of any Buyer Furnished Equipment or Seller
Purchased Equipment. 

  

			
	FED-PA-03712-EXA	 	 October 8, 2012
 Page 2


 BOEING PROPRIETARY 








 08/28/2012 
 BOEING PROPRIETARY 
 Exhibit A To 

Boeing Purchase Agreement 
  

			                        			                        				                        	
	 Configuration
Item Number
	    	 Title
	    	[ * ]	 	 	[ * ]	 
	 [ * ]
	    	[ * ]	    	 	[ 	* ] 	 	 	[ 	* ] 
				
	 OPTIONS:[*]
	    	TOTAL - SPECIAL FEATURES - EXHIBIT A:	    	 	[ 	* ] 	 	 	[ 	* ] 


  
 BOEING
PROPRIETARY 
 Page 1 of 1 
  

	*	 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. 










  
 BUYER FURNISHED
EQUIPMENT VARIABLES 
 between 
 THE BOEING COMPANY 
 and 

FEDERAL EXPRESS CORPORATION 
 Supplemental Exhibit BFE1 to Purchase Agreement Number 3712 

  

					
	 P.A. No. 03712 SA-2
	 	BFE1	 	

 BOEING PROPRIETARY 








 BUYER FURNISHED EQUIPMENT VARIABLES 

relating to 

BOEING MODEL 767-300F AIRCRAFT 
 This Supplemental Exhibit BFE1 contains vendor selection dates, on-dock dates and other variables applicable to the Aircraft. 
 1. Supplier Selection. 
 Customer will: 

1.1 Select and notify Boeing of the suppliers and part numbers of the following BFE items by the following dates:

  

				                        	
	 Galley System
	    	 	[ * ]	  
		    	  
	  
	 
	 Galley Inserts
	    	 	[ * ]	  
		    	  
	  
	 
	 Seats (passenger)
	    	 	N/A	  
		    	  
	  
	 
	 Overhead & Audio System
	    	 	[ * ]	  
		    	  
	  
	 
	 In-Seat Video System
	    	 	N/A	  
		    	  
	  
	 
	 Miscellaneous Emergency Equipment
	    	 	[ * ]	  
		    	  
	  
	 
	 Cargo Handling System
	    	 	[ * ]	  
		    	  
	  
	 


  

					
	 P.A. No. 3712 SA-2
	 	BFE1-1	 	

 BOEING PROPRIETARY 

 

	*	 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. 










 2. On-dock Dates. 

On or before [*], Boeing will provide to Customer a BFE Requirements On-Dock/Inventory Document (BFE Document) or an electronically
transmitted BFE Report which may be periodically revised, setting forth the items, quantities, on-dock dates and shipping instructions relating to the in-sequence installation of BFE. For planning purposes, a preliminary BFE on-dock schedule is set
forth below: 
  

															
	Preliminary BFE on-dock dates for planning purposes only:
								
	 Month/Year

Delivery
	 	 Qty
	 	 Seats
	 	 Galleys &

Furnishings
	 	 Miscellaneous

Emergency

Equipment
	 	 Electronics
	 	 Textiles/Raw
Materials
	 	 Cargo Handling

System

	 [ * ]
	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]
	 [ * ]
	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]
	 [ * ]
	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]
	 [ * ]
	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]
	 [ * ]
	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]
	 [ * ]
	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]
	 [ * ]
	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]
	 [ * ]
	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]
	 [ * ]
	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]
	 [ * ]
	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]
	 [ * ]
	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]
	 [ * ]
	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]
	 [ * ]
	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]
	 [ * ]
	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]
	 [ * ]
	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]
	 [ * ]
	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]
	 [ * ]
	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]
	 [ * ]
	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]
	 [ * ]
	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]
	 [ * ]
	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]
	 [ * ]
	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]
	 [ * ]
	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]


  

					
	 P.A. No. 3712 SA-2
	 	BFE1-1	 	

 BOEING PROPRIETARY 

 

	*	 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. 











															
	Preliminary BFE on-dock dates for planning purposes only:
								
	 Month/Year

Delivery
	 	 Qty
	 	 Seats
	 	 Galleys &

Furnishings
	 	 Miscellaneous

Emergency

Equipment
	 	 Electronics
	 	 Textiles/Raw

Materials
	 	 Cargo Handling

System

	 [ * ]
	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]
	 [ * ]
	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]

  

	*	 -On-dock dates for the following delivery positions are unavailable at this time as they are currently outside of our production schedule. As these
aircraft are implemented into the production system, on-dock dates will become available though MBC (My Boeing Configuration). 


  

															
	 [ * ]
	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]
	 [ * ]
	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]
	 [ * ]
	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]
	 [ * ]
	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]
	 [ * ]
	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]
	 [ * ]
	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]
	 [ * ]
	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]
	 [ * ]
	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]
	 [ * ]
	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]
	 [ * ]
	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]
	 [ * ]
	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]
	 [ * ]
	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]
	 [ * ]
	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]
	 Sub-total
	 	42	 	

 The following four (4) [ * ] aircraft with [ * ]: 

 

															
	 Month/Year

Delivery
	 	 Qty
	 	 Seats
	 	 Galleys &

Furnishings
	 	 Miscellaneous

Emergency

Equipment
	 	 Electronics
	 	 Textiles/Raw

Materials
	 	 Cargo Handling

System

	 [ * ]
	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]
	 [ * ]
	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]
	 [ * ]
	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]
	 [ * ]
	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]


  

					
	 P.A. No. 3712 SA-2
	 	BFE1-2	 	

 BOEING PROPRIETARY 

 

	*	 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. 











															
	Preliminary BFE on-dock dates for planning purposes only:
								
	 Month/Year

Delivery
	 	 Qty
	 	 Seats
	 	 Galleys &

Furnishings
	 	 Miscellaneous

Emergency

Equipment
	 	 Electronics
	 	 Textiles/Raw

Materials
	 	 Cargo Handling

System

	 [ * ]
	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]
	 Total Aircaft
	 	46	 		 		 		 		 		 	

 [ * ]. 
 3. Additional Delivery Requirements - Import. 

Customer will be the “importer of record” (as defined by the U.S. Customs and Border Protection) for all
BFE imported into the United States, and as such, it has the responsibility to ensure all of Customer’s BFE shipments comply with U.S. Customs Service regulations. In the event Customer requests Boeing, in writing, to act as importer of record
for Customer’s BFE, and Boeing agrees to such request, Customer is responsible for ensuring Boeing can comply with all U.S. Customs Import Regulations by making certain that, at the time of shipment, all BFE shipments comply with the
requirements in the “International Shipment Routing Instructions”, including the Customs Trade Partnership Against Terrorism (C-TPAT), as set out on the Boeing website referenced below. Customer agrees to include the International
Shipment Routing Instructions, including C-TPAT requirements, in each contract between Customer and BFE supplier. 

http://www.boeing.com/companyoffices/doingbiz/supplier_portal/index_general.html 

  

					
	 P.A. No. 03712 SA-2
	 	BFE1-3	 	

 BOEING PROPRIETARY 

 

	*	 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. 










 Table 1-A1 to PA 3712 

Aircraft Delivery, Description, Price and Advance Payments 
 Block 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

Date
	    	 Number of
Aircraft
	    	 Factor
(Airframe)
	    	 Factor
(Engine)
	    	    MSN    	    	
Adv Payment Base
Price Per A/P
	    	 At Signing
1%
	    	 24 Mos.
4%
	    	 21/18/12/9/6 Mos.
5%
	    	 Total
30%

	 [ * ]
	    	[ * ]	    	[ * ]	    	[ * ]	    	43544	    	[ * ]	    	[ * ]	    	[ * ]	    	[ * ]	    	[ * ]
	 [ * ]
	    	[ * ]	    	[ * ]	    	[ * ]	    	43542	    	[ * ]	    	[ * ]	    	[ * ]	    	[ * ]	    	[ * ]
	 [ * ]
	    	[ * ]	    	[ * ]	    	[ * ]	    	43543	    	[ * ]	    	[ * ]	    	[ * ]	    	[ * ]	    	[ * ]
	 [ * ]
	    	[ * ]	    	[ * ]	    	[ * ]	    	43545	    	[ * ]	    	[ * ]	    	[ * ]	    	[ * ]	    	[ * ]
	 [ * ]
	    	[ * ]	    	[ * ]	    	[ * ]	    	43546	    	[ * ]	    	[ * ]	    	[ * ]	    	[ * ]	    	[ * ]
	 [ * ]
	    	[ * ]	    	[ * ]	    	[ * ]	    	43547	    	[ * ]	    	[ * ]	    	[ * ]	    	[ * ]	    	[ * ]
	 [ * ]
	    	[ * ]	    	[ * ]	    	[ * ]	    	43548	    	[ * ]	    	[ * ]	    	[ * ]	    	[ * ]	    	[ * ]
	 [ * ]
	    	[ * ]	    	[ * ]	    	[ * ]	    	43549	    	[ * ]	    	[ * ]	    	[ * ]	    	[ * ]	    	[ * ]
	 [ * ]
	    	[ * ]	    	[ * ]	    	[ * ]	    	43550	    	[ * ]	    	[ * ]	    	[ * ]	    	[ * ]	    	[ * ]
	 Total:
	    	9	    		    		    		    		    		    		    		    	


  

					
	 FED-PA-03712 60265-1F.TXT
	 		 	SA-2

 Boeing Proprietary

  

	*	 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. 










 Table 1-B To 
 Purchase Agreement No. 3712 
 Aircraft Delivery, Description, Price and
Advance Payments 
 Exercised Option Aircraft 

 

			                        		                        		                        		                        		                        
	 Airframe Model/MTOW:
	    	767-300F	    	408000 pounds	 	Detail Specification: D019T002 Rev. 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
 Date
	    	 Number of
Aircraft
	    	 Factor
(Airframe)
	    	 Factor
(Engine)
	    	 	    	 MSN
	    	
Adv Payment Base
Price Per A/P
	    	 At Signing
1%
	    	 24 Mos.
4%
	    	 21/18/12/9/6 Mos.
5%
	    	 Total
30%

	 [ * ]
	    	[ * ]	    	[ * ]	    	[ * ]	    	Block C	    	43538	    	[ * ]	    	[ * ]	    	[ * ]	    	[ * ]	    	[ * ]
	 [ * ]
	    	[ * ]	    	[ * ]	    	[ * ]	    	Block C	    	43541	    	[ * ]	    	[ * ]	    	[ * ]	    	[ * ]	    	[ * ]
	 [ * ]
	    	[ * ]	    	[ * ]	    	[ * ]	    	Block C	    	43551	    	[ * ]	    	[ * ]	    	[ * ]	    	[ * ]	    	[ * ]
	 [ * ]
	    	[ * ]	    	[ * ]	    	[ * ]	    	Block B	    	43630	    	[ * ]	    	[ * ]	    	[ * ]	    	[ * ]	    	[ * ]
	 [ * ]
	    	[ * ]	    	[ * ]	    	[ * ]	    	Block C	    	43552	    	[ * ]	    	[ * ]	    	[ * ]	    	[ * ]	    	[ * ]
	 [ * ]
	    	[ * ]	    	[ * ]	    	[ * ]	    	Block B	    	43631	    	[ * ]	    	[ * ]	    	[ * ]	    	[ * ]	    	[ * ]
	 [ * ]
	    	[ * ]	    	[ * ]	    	[ * ]	    	Block B	    	43632	    	[ * ]	    	[ * ]	    	[ * ]	    	[ * ]	    	[ * ]
	 [ * ]
	    	[ * ]	    	[ * ]	    	[ * ]	    	Block C	    	43553	    	[ * ]	    	[ * ]	    	[ * ]	    	[ * ]	    	[ * ]
	 [ * ]
	    	[ * ]	    	[ * ]	    	[ * ]	    	Block C	    	43554	    	[ * ]	    	[ * ]	    	[ * ]	    	[ * ]	    	[ * ]
	 [ * ]
	    	[ * ]	    	[ * ]	    	[ * ]	    	Block B	    	43633	    	[ * ]	    	[ * ]	    	[ * ]	    	[ * ]	    	[ * ]
		    	10	    		    		    		    		    		    		    		    		    	


  

					
	 FED-PA-03712 57361-1F.TXT
	 		 	Page 1

 Boeing Proprietary

  

	*	 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. 










 Table 1-B1 To 
 Purchase Agreement No. 3712 
 Aircraft Delivery, Description, Price and
Advance Payments 
 Exercised Option Aircraft 

 

			                        		                        		                        		                        		                        
	 Airframe Model/MTOW:
	    	767-300F	    	408000 pounds	 	Detail Specification: D019T002 Rev. 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

Date
	    	 Number of
Aircraft
	    	 Factor
(Airframe)
	    	 Factor
(Engine)
	    	 	    	
Adv Payment Base
Price Per A/P
	    	 At Signing
1%
	    	 24 Mos.
4%
	    	 21/18/12/9/6 Mos.
5%
	    	 Total
30%

		    		    		    		    		    		    		    		    		    	
		    		    		    		    		    		    		    		    		    	
		    		    		    		    		    		    		    		    		    	
		    		    		    		    		    		    		    		    		    	
		    		    		    		    		    		    		    		    		    	
		    		    		    		    		    		    		    		    		    	
		    		    		    		    		    		    		    		    		    	
		    		    		    		    		    		    		    		    		    	
		    		    		    		    		    		    		    		    		    	
		    		    		    		    		    		    		    		    		    	
		    		    		    		    		    		    		    		    		    	
		    		    		    		    		    		    		    		    		    	
		    		    		    		    		    		    		    		    		    	
		    		    		    		    		    		    		    		    		    	
		    		    		    		    		    		    		    		    		    	
		    		    		    		    		    		    		    		    		    	
		    		    		    		    		    		    		    		    		    	
		    		    		    		    		    		    		    		    		    	


  

					
	 FED-PA-03712
	 		 	Page 1

 Boeing Proprietary

  

	*	 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. 










 Table 1-C To 
 Purchase Agreement No. 3712 
 Aircraft Delivery, Description, Price and
Advance Payments 
 Exercised Purchase Right Aircraft 

 

			                        		                        		                        		                        		                        
	 Airframe Model/MTOW:
	    	767-300F	    	408000 pounds	 	Detail Specification: D019T002 Rev. 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

Date
	    	 Number of
Aircraft
	    	 Factor
(Airframe)
	    	 Factor
(Engine)
	    	 	    	
Adv Payment Base
Price Per A/P
	    	 At Signing
1%
	    	 24 Mos.
4%
	    	 21/18/12/9/6
Mos. 5%
	    	 Total
30%

	 [*]
	    	[*]	    		    		    		    		    		    		    		    	
	 [*]
	    	[*]	    		    		    		    		    		    		    		    	
	 [*]
	    	[*]	    		    		    		    		    		    		    		    	
	 [*]
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	 [*]
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	 [*]
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	 [*]
	    	[*]	    		    		    		    		    		    		    		    	
	 [*]
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	 [*]
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		    	 [*]
	    		    		    		    		    		    		    		    	


  

			
	FED-PA-03712 57361-1F.TXT	 	Page 1

 Boeing Proprietary

  

	*	 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.