Exhibit 10.1





Exhibit 10.1




Supplemental Agreement No. 4




to




Purchase Agreement No. 3157




between




The Boeing Company




And




Federal Express Corporation




Relating to Boeing Model 777-FREIGHTER Aircraft




THIS SUPPLEMENTAL AGREEMENT, entered into as of the 9th day of January 2009, by and between
THE BOEING COMPANY (Boeing) and FEDERAL EXPRESS CORPORATION (Customer);



W I T N E S S E T H:




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 (the Aircraft); and




WHEREAS, Customer desires to re-schedule the delivery of certain Aircraft as follows;



	 	 	 
	Current Delivery Month	 	 
	per SA # 3	 	Revised Delivery Month
	[ * ]
	 	[ * ]
	[ * ]
	 	[ * ]






WHEREAS, Customer desires to exercise fifteen (15) Option Aircraft, in accordance with Letter
Agreement 6-1162-RCN-1789, hereinafter defined as the Block B Aircraft, and re-schedule the
deliveries of the Block B Aircraft 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.



 


 









 




Supplemental Agreement 4 to

Purchase Agreement No. 3157



	 	 	 
	Current Delivery Month	 	 
	per SA # 3 (attachment to	 	Revised Delivery Month (Block B
	6-1162-RCN-1789)	 	Aircraft)
	[ * ]
	 	[ * ]
	[ * ]
	 	[ * ]
	[ * ]
	 	[ * ]
	[ * ]
	 	[ * ]
	[ * ]
	 	[ * ]
	[ * ]
	 	[ * ]
	[ * ]
	 	[ * ]
	[ * ]
	 	[ * ]
	[ * ]
	 	[ * ]
	[ * ]
	 	[ * ]
	[ * ]
	 	[ * ]
	[ * ]
	 	[ * ]
	[ * ]
	 	[ * ]
	[ * ]
	 	[ * ]
	[ * ]
	 	[ * ]






WHEREAS, Customer desires to add fifteen (15) new Option Aircraft to the Purchase Agreement
with delivery months as follows;



	 	 	 
	Delivery Month for new	 	 
	Option Aircraft	 	 
	[ * ]
	 	 
	[ * ]	 	 
	[ * ]	 	 
	[ * ]	 	 
	[ * ]	 	 
	[ * ]	 	 
	[ * ]	 	 
	[ * ]	 	 
	[ * ]	 	 
	[ * ]	 	 
	[ * ]	 	 
	[ * ]	 	 
	[ * ]	 	 
	[ * ]	 	 
	[ * ]	 	 







 


S4-2











 





Supplemental Agreement 4 to

Purchase Agreement No. 3157



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. 4.






	2.	 	Remove and replace, in its entirety, Table 1 to the Purchase Agreement with the revised Table
1 attached hereto to reflect the reschedule of two (2) Aircraft from [ * ] to [ * ].






	3.	 	Customer hereby exercises its option for all fifteen (15) of the Block B Aircraft, and Boeing
hereby acknowledges and confirms such exercise. A new Table 1B attached hereto is added to
the Purchase Agreement to incorporate the revised delivery dates and pricing of the Block B
Aircraft.






	 	3.1	 	Boeing hereby acknowledges Customer has previously paid deposits for the Block B
Aircraft in the amount of $[ * ] per Aircraft, which amount shall be credited by Boeing to
the one percent (1%) advance payment due at signing of this Supplemental Agreement No. 4
with respect to the exercise of the option for the Block B Aircraft. [ * ]






	 	3.2	 	Customer and Boeing agree that the Block B Aircraft will be subject to and benefit
from the same terms and conditions as the Aircraft except as set forth herein and in
writing signed by the authorized representatives of the parties.






	 	3.3	 	Customer and Boeing agree that Letter Agreement 6-1162-RCN-1790 “Special Matters” is
applicable only to the Aircraft shown in Table 1 and a new Letter Agreement
6-1162-RRO-1066 “Special Matters for Block B Aircraft” is added and is applicable only to
the Block B Aircraft.






	 	3.4	 	Letter Agreement 6-1162-RRO-1068 titled “Special Provision — Block B Aircraft” is
hereby added to the Purchase Agreement to reflect certain agreements between Customer and
Boeing with respect to the Block B Aircraft.




 


S4-3









 










Supplemental Agreement 4 to

Purchase Agreement No. 3157




	4.	 	Letter Agreement 6-1162-RRO-1062 titled “Option Aircraft” is hereby added to the Purchase
Agreement to incorporate the fifteen (15) new Option Aircraft.






	 	4.1	 	Customer and Boeing agree that Option Aircraft, once exercised, will be
subject to and benefit from the same terms and conditions as the Aircraft unless
expressly provided otherwise in a writing signed by the authorized representatives of
the parties.






	5.	 	Letter Agreement 6-1162-RRO-1067 titled “Special Matters for Options as detailed in Letter
Agreement 6-1162-RRO-1067” is added to the Purchase Agreement and is applicable only to the
Option Aircraft under Letter Agreement 6-1162-RRO-1062.






	6.	 	Remove and replace, in its entirety, Letter Agreement 6-1162-RCN-1798 to the Purchase
Agreement with Letter Agreement 6-1162-RCN-1798R1 attached hereto to reflect that [ * ].






	7.	 	Exhibit A1 is hereby added to the Purchase Agreement to incorporate a revised Detail
Specification for the Block B Aircraft.






	8.	 	Remove and replace, in its entirety, Exhibit A to the Purchase Agreement with the revised
Exhibit A attached hereto to reflect the Parties agreement and understanding.






	9.	 	Letter Agreement 6-1162-RRO-1065 titled “Block B Aircraft Performance Guarantees” is hereby
added to the Purchase Agreement, and incorporated by reference into Letter Agreement
6-1162-RCN-1785, to reflect revised performance guarantees applicable to the Block B Aircraft.






	10.	 	[ * ]






	11.	 	[ * ]






	12.	 	Boeing and Customer agree that dollar-day neutral means that for each day the payment of a
dollar of advance payments is deferred, payment of another dollar of advance payments is
accelerated one day. For the avoidance of doubt, it is further agreed that the dollar day
concept (neutral) is only applicable to Aircraft advance payments (also referred to as pre
delivery payments — PDPs) and can not be used for Aircraft deposits nor Aircraft
final/delivery payments unless specifically agreed to in writing by Boeing.






	13.	 	[ * ]




 


S4-4









 










Supplemental Agreement 4 to

Purchase Agreement No. 3157




	14.	 	This Supplemental Agreement shall not be effective unless and until, and the matters
expressed herein are expressly conditioned upon, Customer receiving approval from the board of
directors of Customer’s parent company, FedEx Corporation. Should such approval not be
granted and confirmed in writing by Customer to Boeing by no later than January 14, 2009, this
Supplemental Agreement shall automatically terminate and be null and void in all respects, and
neither party shall owe any obligation to the other party with respect to the matters
expressed herein; provided, however, no such termination shall otherwise impact the parties’
rights and obligations existing under the Purchase Agreement prior to this Supplemental
Agreement. For the sake of clarity, neither party shall be deemed to be in default hereunder
for failing to have performed any obligation created under this Supplement Agreement,
including without limitation any payment obligation, prior to the receipt by Boeing of the
aforementioned written confirmation.





EXECUTED as of the day and year first above written.



	 	 	 	 	 	 	 	 	 	 	 
	THE BOEING COMPANY	 	 	 	FEDERAL EXPRESS CORPORATION	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:  

	/s/ Richard R. Ochs

	 	 	 	By: 
	/s/ Phillip C. Blum

	 	 
	 	Its: 
	Attorney-In-Fact
	 	 	 	 	Its: 
	
Vice President —
Aircraft Acquisitions/SAO
	 	 







 


S4-5












 




TABLE OF CONTENTS




	 	 	 	 	 
	 	 	SA	 
	 	 	NUMBER	 
	 
	ARTICLES
	 	 	 	 
	 
	 	 	 	 
	1. Quantity, Model and Description
	 	 	 	 
	 
	 	 	 	 
	2. Delivery Schedule
	 	 	 	 
	 
	 	 	 	 
	3. Price
	 	 	 	 
	 
	 	 	 	 
	4. Payment
	 	 	 	 
	 
	 	 	 	 
	5. Miscellaneous
	 	 	 	 
	 
	 	 	 	 
	TABLE
	 	 	 	 
	 
	 	 	 	 
	1. Aircraft Information Table
	 	 	4	 
	 
	 	 	 	 
	1B Block B Aircraft Information Table
	 	 	4	 
	 
	 	 	 	 
	EXHIBIT
	 	 	 	 
	 
	 	 	 	 
	A. Aircraft Configuration
	 	 	4	 
	 
	 	 	 	 
	A1. Aircraft Configuration (Block B Aircraft)
	 	 	4	 
	 
	 	 	 	 
	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
	 	SA4









 


1









 







	 	 	 	 	 
	 	 	 	 	SA
	LETTER AGREEMENT	 	 	 	NUMBER
	 
	 	 	 	 
	3157-01
	 	777 Spare Parts Initial Provisioning	 	 
	 
	 	 	 	 
	3157-02
	 	Demonstration Flight Waiver	 	 
	 
	 	 	 	 
	6-1162-RCN-1785
	 	[  *  ]	 	 
	 
	 	 	 	 
	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-1799
	 	[  *  ]	 	 
	 
	 	 	 	 
	6-1162-RRO-1062
	 	Option Aircraft	 	4
	 
	 	 	 	 
	6-1162-RRO-1065
	 	Performance Guarantees for Block B Aircraft	 	4
	 
	 	 	 	 
	6-1162-RRO-1066
	 	Special Matters for Block B Aircraft	 	4
	 
	 	 	 	 
	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







			
	 	 	 
	P.A. No. 3157
	 	SA4






 


2









 







	 	 	 	 	 
	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






			
	 	 	 
	P.A. No. 3157
	 	SA4






 


3









 




Table 1 to

Purchase Agreement No. 3157

Aircraft Delivery, Description, Price and Advance Payments




	 	 	 	 	 	 	 	 	 
	Airframe Model/MTOW:
	 	 	777-Freighter	 	 	 	766000 pounds	 
	 
	 	 	 	 	 	 	 	 
	Engine Model/Thrust:
	 	 	GE90-110B1L	 	 	 	110100 pounds	 
	 
	 	 	 	 	 	 	 	 
	Airframe Price:
	 	 	 	 	 	 	[  *  ]	 
	 
	 	 	 	 	 	 	 	 
	Optional Features:
	 	 	 	 	 	 	[  *  ]	 
	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Sub-Total of Airframe and Features:
	 	 	 	 	 	 	[  *  ]	 
	 
	 	 	 	 	 	 	 	 
	Engine Price (Per Aircraft):
	 	 	 	 	 	$	0	 
	 
	 	 	 	 	 	 	 	 
	Aircraft Basic Price (Excluding BFE/SPE):
	 	 	 	 	 	 	[  *  ]	 
	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Buyer Furnished Equipment (BFE) Estimate:
	 	 	 	 	 	 	[  *  ]	 
	 
	 	 	 	 	 	 	 	 
	Seller Purchased Equipment (SPE) Estimate:
	 	 	 	 	 	$	0	 
	 
	 	 	 	 	 	 	 	 
	Refundable Deposit/Aircraft at Proposal Accept:
	 	 	 	 	 	 	[  *   ]	 






	 	 	 	 	 	 	 	 	 
	Detail Specification:
	 	 	D019W007FED7F-1, Rev NEW	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Airframe Price Base Year/Escalation Formula:
	 	 	Jul-06	 	 	 	ECI-MFG/CPI	 
	 
	 	 	 	 	 	 	 	 
	Engine Price Base Year/Escalation Formula:
	 	 	N/A	 	 	 	N/A	 
	 
	 	 	 	 	 	 	 	 
	Airframe Escalation Data:
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Base Year Index (ECI):
	 	 	180.3	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Base Year Index (CPI):
	 	 	195.4	 	 	 	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Escalation Estimate	 	 	Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):	 
	 	 	Number of	 	 	Factor	 	 	Adv Payment Base	 	 	Balance At Signing	 	 	24 Mos.	 	 	21/18/15/12/9/6 Mos.	 	 	Total	 
	Delivery Date	 	Aircraft	 	 	(Airframe)	 	 	Price Per A/P	 	 	1%	 	 	4%	 	 	5%	 	 	35%	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Aircraft
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	[ * ]
	 	 	1	 	 	 	1.0816	 	 	 	[  *  ]	 	 	 	[  *  ]	 	 	 	[  *  ]	 	 	 	[  *  ]	 	 	 	[  *  ]	 
	[ * ]
	 	 	1	 	 	 	1.0832	 	 	 	[  *  ]	 	 	 	[  *  ]	 	 	 	[  *  ]	 	 	 	[  *  ]	 	 	 	[  *  ]	 
	[ * ]
	 	 	1	 	 	 	1.0858	 	 	 	[  *  ]	 	 	 	[  *  ]	 	 	 	[  *  ]	 	 	 	[  *  ]	 	 	 	[  *  ]	 
	[ * ]
	 	 	1	 	 	 	1.0963	 	 	 	[  *  ]	 	 	 	[  *  ]	 	 	 	[  *  ]	 	 	 	[  *  ]	 	 	 	[  *  ]	 
	[ * ]
	 	 	1	 	 	 	1.1087	 	 	 	[  *  ]	 	 	 	[  *  ]	 	 	 	[  *  ]	 	 	 	[  *  ]	 	 	 	[  *  ]	 
	[ * ]
	 	 	1	 	 	 	1.1112	 	 	 	[  *  ]	 	 	 	[  *  ]	 	 	 	[  *  ]	 	 	 	[  *  ]	 	 	 	[  *  ]	 
	[ * ]
	 	 	2	 	 	 	1.1128	 	 	 	[  *  ]	 	 	 	[  *  ]	 	 	 	[  *  ]	 	 	 	[  *  ]	 	 	 	[  *  ]	 
	[ * ]
	 	 	1	 	 	 	1.1325	 	 	 	[  *  ]	 	 	 	[  *  ]	 	 	 	[  *  ]	 	 	 	[  *  ]	 	 	 	[  *  ]	 
	[ * ]
	 	 	2	 	 	 	1.1501	 	 	 	[  *  ]	 	 	 	[  *  ]	 	 	 	[  *  ]	 	 	 	[  *  ]	 	 	 	[  *  ]	 
	[ * ]
	 	 	2	 	 	 	1.1612	 	 	 	[  *  ]	 	 	 	[  *  ]	 	 	 	[  *  ]	 	 	 	[  *  ]	 	 	 	[  *  ]	 
	[ * ]
	 	 	1	 	 	 	1.1869	 	 	 	[  *  ]	 	 	 	[  *  ]	 	 	 	[  *  ]	 	 	 	[  *  ]	 	 	 	[  *  ]	 
	[ * ]
	 	 	1	 	 	 	1.1957	 	 	 	[  *  ]	 	 	 	[  *  ]	 	 	 	[  *  ]	 	 	 	[  *  ]	 	 	 	[  *  ]	 







			
	Note:	 	Boeing and Customer acknowledge that letter 6-1162-RRO-1069 “Delivery Notice and Excusable Delay for Aircraft
with Delivery Dates of [ * ] has been sent to Customer.





			
	 	 	 
	 
	 	Supplemental Agreement No. 4
	 
	 	Page 1







 


 









 







Table 1-B to

Purchase Agreement No. 3157

Block B Aircraft Delivery, Description, Price and Advance Payments




	 	 	 	 	 	 	 	 	 
	Airframe Model/MTOW:
	 	 	777-Freighter	 	 	 	766000 pounds	 
	 
	 	 	 	 	 	 	 	 
	Engine Model/Thrust:
	 	 	GE90-110B1L	 	 	 	110100 pounds	 
	 
	 	 	 	 	 	 	 	 
	Airframe Price:
	 	 	 	 	 	 	[  *  ]	 
	 
	 	 	 	 	 	 	 	 
	Optional Features:
	 	 	 	 	 	 	[  *  ]	 
	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Sub-Total of Airframe and Features:
	 	 	 	 	 	 	[  *  ]	 
	 
	 	 	 	 	 	 	 	 
	Engine Price (Per Aircraft):
	 	 	 	 	 	$	0	 
	Aircraft Basic Price (Excluding BFE/SPE):
	 	 	 	 	 	 	[  *  ]	 
	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Buyer Furnished Equipment (BFE) Estimate:
	 	 	 	 	 	 	[  *  ]	 
	 
	 	 	 	 	 	 	 	 
	Seller Purchased Equipment (SPE) Estimate:
	 	 	 	 	 	$	0	 
	 
	 	 	 	 	 	 	 	 
	Deposit/Aircraft at Proposal Acceptance:
	 	 	 	 	 	 	[  *  ]	 






	 	 	 	 	 	 	 	 	 
	Detail Specification:
	 	 	D019W007FED7F-1, Rev NEW 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Airframe Price Base Year/Escalation Formula:
	 	 	Jul-06	 	 	 	ECI-MFG/CPI	 
	 
	 	 	 	 	 	 	 	 
	Engine Price Base Year/Escalation Formula:
	 	 	N/A	 	 	 	N/A	 
	 
	 	 	 	 	 	 	 	 
	Airframe Escalation Data:
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Base Year Index (ECI):
	 	 	180.3	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Base Year Index (CPI):
	 	 	195.4	 	 	 	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):	 
	 	 	 	 	 	 	Escalation	 	 	Escalation Estimate	 	 	Balance At	 	 	 	 	 	 	 	 	 	 
	 	 	Number of	 	 	Factor	 	 	Adv Payment Base	 	 	Signing	 	 	24 Mos.	 	 	21/18/15/12/9/6 Mos.	 	 	Total	 
	Delivery Date	 	Aircraft	 	 	(Airframe)	 	 	Price Per A/P	 	 	1%	 	 	4%	 	 	5%	 	 	35%	 
	Block B Aircraft
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	[ * ]
	 	 	1	 	 	 	1.2142	 	 	 	[  *  ]	 	 	 	[  *  ]	 	 	 	[  *  ]	 	 	 	[  *  ]	 	 	 	[  *  ]	 
	[ * ]
	 	 	1	 	 	 	1.2171	 	 	 	[  *  ]	 	 	 	[  *  ]	 	 	 	[  *  ]	 	 	 	[  *  ]	 	 	 	[  *  ]	 
	[ * ]
	 	 	1	 	 	 	1.237	 	 	 	[  *  ]	 	 	 	[  *  ]	 	 	 	[  *  ]	 	 	 	[  *  ]	 	 	 	[  *  ]	 
	[ * ]
	 	 	1	 	 	 	1.2455	 	 	 	[  *  ]	 	 	 	[  *  ]	 	 	 	[  *  ]	 	 	 	[  *  ]	 	 	 	[  *  ]	 
	[ * ]
	 	 	1	 	 	 	1.2482	 	 	 	[  *  ]	 	 	 	[  *  ]	 	 	 	[  *  ]	 	 	 	[  *  ]	 	 	 	[  *  ]	 
	[ * ]
	 	 	1	 	 	 	1.2693	 	 	 	[  *  ]	 	 	 	[  *  ]	 	 	 	[  *  ]	 	 	 	[  *  ]	 	 	 	[  *  ]	 
	[ * ]
	 	 	1	 	 	 	1.2782	 	 	 	[  *  ]	 	 	 	[  *  ]	 	 	 	[  *  ]	 	 	 	[  *  ]	 	 	 	[  *  ]	 
	[ * ]
	 	 	1	 	 	 	1.2808	 	 	 	[  *  ]	 	 	 	[  *  ]	 	 	 	[  *  ]	 	 	 	[  *  ]	 	 	 	[  *  ]	 
	[ * ]
	 	 	1	 	 	 	1.303	 	 	 	[  *  ]	 	 	 	[  *  ]	 	 	 	[  *  ]	 	 	 	[  *  ]	 	 	 	[  *  ]	 
	[ * ]
	 	 	1	 	 	 	1.3121	 	 	 	[  *  ]	 	 	 	[  *  ]	 	 	 	[  *  ]	 	 	 	[  *  ]	 	 	 	[  *  ]	 






			
	 	 	 
	 
	 	Supplemental Agreement No. 4
	 
	 	Page 1






 


 









 





Table 1-B to

Purchase Agreement No. 3157

Block B Aircraft Delivery, Description, Price and Advance Payments




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Escalation	 	 	Escalation Estimate	 	 	 	Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):	 
	 	 	 	 	 	 		 	 		 	 	Balance At	 	 	 	 	 	 	 	 	 	 
	 	 	Number of	 	 	Factor	 	 	Adv Payment Base	 	 	Signing	 	 	24 Mos.	 	 	21/18/15/12/9/6 Mos.	 	 	Total	 
	Delivery Date	 	Aircraft	 	 	(Airframe)	 	 	Price Per A/P	 	 	1%	 	 	4%	 	 	5%	 	 	35%	 
	[ * ]
	 	 	1	 	 	 	1.315	 	 	 	[  *  ]	 	 	 	[  *  ]	 	 	 	[  *  ]	 	 	 	[  *  ]	 	 	 	[  *  ]	 
	[ * ]
	 	 	1	 	 	 	1.3376	 	 	 	[  *  ]	 	 	 	[  *  ]	 	 	 	[  *  ]	 	 	 	[  *  ]	 	 	 	[  *  ]	 
	[ * ]
	 	 	1	 	 	 	1.3469	 	 	 	[  *  ]	 	 	 	[  *  ]	 	 	 	[  *  ]	 	 	 	[  *  ]	 	 	 	[  *  ]	 
	[ * ]
	 	 	1	 	 	 	1.3497	 	 	 	[  *  ]	 	 	 	[  *  ]	 	 	 	[  *  ]	 	 	 	[  *  ]	 	 	 	[  *  ]	 
	[ * ]
	 	 	1	 	 	 	1.3724	 	 	 	[  *  ]	 	 	 	[  *  ]	 	 	 	[  *  ]	 	 	 	[  *  ]	 	 	 	[  *  ]	 






			
	 	 	 
	 
	 	Supplemental Agreement No. 4
	 
	 	Page 2





 


 












 




Exhibit A to

Purchase Agreement No. 3157

Page 1




AIRCRAFT CONFIGURATION




Dated January 9, 2009




relating to




BOEING MODEL 777-FREIGHTER AIRCRAFT




Customer Detail Specification is D019W007FED7F-1, Rev NEW. Such
Detail Specification will be comprised of Boeing Configuration
Specification D019W007-Rev B dated as of May 30, 2008, and as amended to
incorporate the Options attached hereto. As soon as practicable, Boeing
will furnish to Customer copies of the Detail Specification.



Basic Price does not include the price effects of any Buyer Furnished
Equipment or Seller Purchased Equipment.



Supplemental Agreement No. 4


 


 









 





	 	 	 	 	 
	Exhibit A / A1 to

	 	 
	 	 
	Purchase Agreement No. 3157
	 	 	 	 






	 	 	 	 	 	 	 
	 	 	 	 	2006$	 	2006$
	 	 	 	 	15 A/P’S	 	Block B A/C
	 	 	 	 	Price	 	Price
	CR	 	Title	 	Per A/C	 	Per A/C
	 	 	 
	 	 	 	 
	0110-000039
	 	MAJOR MODEL 777 AIRPLANE

	 	[ * ]
	 	[ * ]
	0110B750A90
	 	MINOR MODEL 777 FREIGHTER AIRPLANE

	 	[ * ]
	 	[ * ]
	0220-000040
	 	FAA TYPE CERTIFICATION

	 	[ * ]
	 	[ * ]
	0221-000002
	 	DISPATCH WITH GEAR EXTENDED FOR REVENUE FLIGHT

	 	[ * ]
	 	[ * ]
	0221B401A44
	 	ENGINE INOPERATIVE TEN MINUTE TAKEOFF THRUST OPERATION

	 	[ * ]
	 	[ * ]
	0228-000032
	 	OPERATIONS MANUAL IN FAA FORMAT

	 	[ * ]
	 	[ * ]
	0228C417D40
	 	AIRPLANE FLIGHT MANUAL

	 	[ * ]
	 	[ * ]
	0229C608D26
	 	PERFORMANCE - CERTIFICATION FOR OPERATION AT AIRPORTS
WITH PRESSURE ALTITUDES UP TO 9800 FEET AND AUTOPILOT
CAPABILITY AT AIRPORTS WITH A MAXIMUM FIELD ELEVATION OF
8,500 FEET

	 	[ * ]
	 	[ * ]
	0252B299A35
	 	INSTRUMENTATION, AIRPLANE AND FUEL MEASURING STICK
MANUALS IN ENGLISH UNITS - TEMPERATURE IN DEGREES CELSIUS

	 	[ * ]
	 	[ * ]
	0315C417D42
	 	CERTIFIED OPERATIONAL WEIGHTS AND STRUCTURAL DESIGN
WEIGHT- 777-FREIGHTER

	 	[ * ]
	 	[ * ]
	1110C874H30
	 	EXTERIOR COLOR SCHEME AND MARKINGS - ENGINE NACELLES COLOR

	 	[ * ]
	 	[ * ]
	1110C874H32
	 	EXTERIOR COLOR SCHEME AND MARKINGS

	 	[ * ]
	 	[ * ]
	1137C703A41
	 	CARGO MARKINGS - FORWARD CARGO COMPARTMENT

	 	[ * ]
	 	[ * ]
	1138C703A42
	 	CARGO MARKINGS - AFT CARGO COMPARTMENT

	 	[ * ]
	 	[ * ]
	1139C703A40
	 	CARGO MARKINGS - MAIN DECK CARGO COMPARTMENT

	 	[ * ]
	 	[ * ]
	2210-000003
	 	AUTOFLIGHT - INHIBIT GLIDE SLOPE CAPTURE PRIOR TO
LOCALIZER CAPTURE

	 	[ * ]
	 	[ * ]
	2210-000030
	 	AUTOFLIGHT - THREE DIGIT MACH NUMBER ON MODE CONTROL PANEL

	 	[ * ]
	 	[ * ]
	2210-000036
	 	AUTOFLIGHT - HEADING HOLD AT AUTOPILOT COMMAND ENGAGE

	 	[ * ]
	 	[ * ]
	2210C594A11
	 	AUTOFLIGHT - ENABLE LNAV ENGAGEMENT ON TAKEOFF GO-AROUND

	 	[ * ]
	 	[ * ]
	2311-000137
	 	HF COMMUNICATIONS - PARTIAL PROVISIONS FOR DUAL ARINC 753
HF DATALINK

	 	[ * ]
	 	[ * ]
	2311B401A30
	 	HF COMMUNICATIONS- ARINC 753 DUAL HF TRANSCEIVERS -
AIRPLANE INFORMATION MANAGEMENT SYSTEM (AIMS) - HF
DATALINK ACTIVATION - AIRLINE OPERATIONAL COMMUNICATIONS
ONLY

	 	[ * ]
	 	[ * ]
	2311B401A39
	 	HF COMMUNICATIONS - EQUIPMENT INSTALLATION OF DUAL
ROCKWELL HF VOICE/DATA TRANSCEIVERS - P/N 822-0990-004
AND DIGITAL HF COUPLERS - P/N 822-0987-004 BFE/SPE

	 	[ * ]
	 	[ * ]
	2312-000703
	 	VHF COMMUNICATIONS - ACTIVATION OF 8.33 KHZ CHANNEL
SPACING

	 	[ * ]
	 	[ * ]






			
	 
	Supplemental Agreement No. 4
	 	 






 


Page 1 of 8









 





	 	 	 	 	 
	Exhibit A / A1 to

	 	 
	 	 
	Purchase Agreement No. 3157
	 	 	 	 






	 	 	 	 	 	 	 
	 	 	 	 	2006$	 	2006$
	 	 	 	 	15 A/P’S	 	Block B A/C
	 	 	 	 	Price	 	Price
	CR	 	Title	 	Per A/C	 	Per A/C
	 	 	 
	 	 	 	 
	2312B401A87
	 	VHF COMMUNICATIONS - EQUIPMENT INSTALLATION OF TRIPLE
ROCKWELL ARINC 750 VHF-2100 TRANSCEIVERS WITH 8.33 KHZ
CHANNEL SPACING, VDL MODE 2, AND CMC INTERFACE CAPABILITY
- P/N 822-1287-101 - BFE/SPE

	 	[ * ]
	 	[ * ]
	 
	2315C581A25
	 	SATCOM - AVIONICS EQUIPMENT INSTALLATION - ARINC 781
AERO-H+ AND SWIFTBROADBAND - THALES TOPFLIGHT SERIES -
BFE/SPE

	 	[ * ]
	 	[ * ]
	2315C988A06
	 	SATCOM - ANTENNA EQUIPMENT INSTALLATION - ARINC 781
COMPACT HIGH GAIN ANTENNA - CHELTON HGA-7001 ANTENNA
SYSTEM WITH TYPE F DIPLEXER - FREIGHTER - BFE/SPE

	 	[ * ]
	 	[ * ]
	2321-000050
	 	SELCAL - AVTECH FIVE CHANNEL DECODER - P/N 1200008-000 -
BFE/SPE

	 	[ * ]
	 	[ * ]
	2322C926A04
	 	AIRCRAFT COMMUNICATIONS ADDRESSING AND REPORTING SYSTEM
(ACARS) - AIRPLANE INFORMATION MANAGEMENT SYSTEM (AIMS)
ACTIVATION - VHF DATALINK MODE 2

	 	[ * ]
	 	[ * ]
	2324C164C74
	 	EMERGENCY LOCATOR TRANSMITTER - FIXED/AUTOMATIC
INSTALLATION - ELTA P/N 01N65900 - BFE

	 	[ * ]
	 	[ * ]
	2351-000033
	 	HAND HELD MICROPHONE - CAPTAIN AND FIRST OFFICER - ELECTROVOICE - P/N 903-1342 - BFE/SPE

	 	[ * ]
	 	[ * ]
	2351-000035
	 	HAND HELD MICROPHONE - FIRST OBSERVER - ELECTROVOICE -
P/N 903-1342 - BFE/SPE

	 	[ * ]
	 	[ * ]
	2351-000042
	 	CONTROL WHEEL PUSH TO TALK (PTT) SWITCH - STANDARD THREE
POSITION

	 	[ * ]
	 	[ * ]
	2351-000044
	 	AUDIO CONTROL PANEL - SECOND OBSERVER

	 	[ * ]
	 	[ * ]
	2351A213B78
	 	BOOM MICROPHONE HEADSETS - CAPTAIN, FIRST OFFICER AND
FIRST OBSERVER - TELEX AIRMAN 750 - P/N 64300-200 -
BFE/SPE

	 	[ * ]
	 	[ * ]
	2351A213B79
	 	BOOM MICROPHONE HEADSET - SECOND OBSERVER - TELEX AIRMAN
750 - P/N 64300-200 - BFE/SPE

	 	[ * ]
	 	[ * ]
	2371-000092
	 	SOLID STATE VOICE RECORDER ED56A P/N 980-6022-001 - AND
SOLID STATE REMOTE AREA MICROPHONE P/N 980-6115-001 &
CONTROL PANEL ED56A P/N 980-6117-004- HONEYWELL- 2 HOUR
RECORDING TIME. BFE/SPE

	 	[ * ]
	 	[ * ]
	2431-000013
	 	NO BATTERY POWERED POSITION LIGHTS AND DC BACKUP POWER - TOWING OPERATION

	 	[ * ]
	 	[ * ]
	2454C608E40
	 	AC POWER OUTLETS - INSTALLATION IN FLIGHT DECK BY THE
SECOND OBSERVER’S SEAT - UK STYLE OUTLET WITH IN-SEAT
POWER SUPPLY (ISPS) - ASTRONICS 110 VAC

	 	[ * ]
	 	[ * ]
	2454C896A15
	 	POWER OUTLETS - INSTALLATION - ADDITIONAL ELECTRICAL
POWER SUPPLIES NEAR THE SUPERNUMERARY SEATS FOR THE USE
OF PERSONAL COMPUTERS - ASTRONICS 110 VAC

	 	[ * ]
	 	[ * ]






			
	 
	Supplemental Agreement No. 4
	 	 






 


Page 2 of 8









 





	 	 	 	 	 
	Exhibit A / A1 to

	 	 
	 	 
	Purchase Agreement No. 3157
	 	 	 	 






	 	 	 	 	 	 	 
	 	 	 	 	2006$	 	2006$
	 	 	 	 	15 A/P’S	 	Block B A/C
	 	 	 	 	Price	 	Price
	CR	 	Title	 	Per A/C	 	Per A/C
	 	 	 
	 	 	 	 
	2513A552A92
	 	FLIGHT COMPARTMENT ASHTRAYS - DO NOT INSTALL

	 	[ * ]
	 	[ * ]
	2513B299A22
	 	MISCELLANEOUS STOWAGE - PILOT CONSOLES  - FLIGHT DECK

	 	[ * ]
	 	[ * ]
	2519C898D77
	 	CURTAIN - INSTALLATION - ACOUSTIC AND LIGHT IMPROVEMENT -
FLIGHT DECK

	 	[ * ]
	 	[ * ]
	2524C204D42
	 	FULL HEIGHT STOWAGE UNIT - FLOOR MOUNTED - AFT OF THE
LAVATORY

	 	[ * ]
	 	[ * ]
	2524C204D43
	 	MID HEIGHT STOWAGE UNIT - FLOOR MOUNTED

	 	[ * ]
	 	[ * ]
	2524C204D44
	 	OVERHEAD STOWAGE UNIT - CEILING MOUNTED

	 	[ * ]
	 	[ * ]
	2527C204G19
	 	FLOOR COVERING - INSTALLATION - VINYL MAT THROUGHOUT THE
SUPERNUMERARY AREA

	 	[ * ]
	 	[ * ]
	2530C874E37
	 	GALLEY INSERTS - SUPERNUMERARY COMPARTMENT

	 	[ * ]
	 	[ * ]
	2530C896A10
	 	GALLEY - SUPERNUMERARY COMPARTMENT

	 	[ * ]
	 	[ * ]
	2552-000059
	 	CARGO COMPARTMENT FULL FLOOR - AFT LOWER HOLD CARGO
COMPARTMENT

	 	[ * ]
	 	[ * ]
	2552-000083
	 	CARGO COMPARTMENT FULL FLOOR - FORWARD CARGO COMPARTMENT

	 	[ * ]
	 	[ * ]
	2552-000318
	 	SLOPING SIDEWALL - FORWARD CARGO COMPARTMENT -
0.050-INCH-THICK BMS 8-223

	 	[ * ]
	 	[ * ]
	2552-000319
	 	SLOPING SIDEWALL - AFT CARGO COMPARTMENT -
0.050-INCH-THICK BMS 8-223

	 	[ * ]
	 	[ * ]
	2557C703A39
	 	MAIN DECK CARGO HANDLING - PAINTED NON-SKID WALKWAYS

	 	[ * ]
	 	[ * ]
	2558C703A34
	 	MAIN DECK CARGO RESTRAINTS - REMOVE CENTERLINE LOADING
HARDWARE- SFE

	 	[ * ]
	 	[ * ]
	2558C703A36
	 	MAIN DECK CARGO RESTRAINTS - CIVIL RESERVE AIR FLEET
(CRAF) CONFIGURATION - PROVISIONS

	 	[ * ]
	 	[ * ]
	2558C703A54
	 	MAIN DECK CARGO RESTRAINTS - ADDITIONAL CAPABILITY FOR 14
AYY CONTAINERS

	 	[ * ]
	 	[ * ]
	2560-000207
	 	HALON FIRE EXTINGUISHER - FLIGHT DECK - WALTER KIDDE

	 	[ * ]
	 	[ * ]
	2560C204E95
	 	PROTECTIVE BREATHING EQUIPMENT - FLIGHT DECK - AVOX

	 	[ * ]
	 	[ * ]
	2560C204E99
	 	CREW LIFE VESTS - FLIGHT DECK, WITH SECOND OBSERVER - AIR
CRUISERS

	 	[ * ]
	 	[ * ]
	2562C204F36
	 	LIFE VESTS - SUPERNUMERARY - AIR CRUISERS

	 	[ * ]
	 	[ * ]
	2562C874H27
	 	EMERGENCY LOCATOR TRANSMITTER - PORTABLE

	 	[ * ]
	 	[ * ]
	2564C204F02
	 	PROTECTIVE BREATHING EQUIPMENT - SUPERNUMERARY - AVOX

	 	[ * ]
	 	[ * ]
	2564C204G43
	 	FIRST AID KIT - FAA

	 	[ * ]
	 	[ * ]
	2564C874E39
	 	PORTABLE OXYGEN BOTTLE W/ FULL FACE MASK - AVOX SYSTEMS
INC - BFE

	 	[ * ]
	 	[ * ]
	2564C874E40
	 	HALON FIRE EXTINGUISHER - AMEREX - BFE

	 	[ * ]
	 	[ * ]
	2564C874G77
	 	FLASHLIGHT DELETION - SUPERNUMERARY

	 	[ * ]
	 	[ * ]
	2564C874G78
	 	PORTABLE OXYGEN W/MASK - AVOX SYSTEMS INC - BFE/SPE

	 	[ * ]
	 	[ * ]






			
	 
	Supplemental Agreement No. 4
	 	 






 


Page 3 of 8









 





	 	 	 	 	 
	Exhibit A / A1 to

	 	 
	 	 
	Purchase Agreement No. 3157
	 	 	 	 






	 	 	 	 	 	 	 
	 	 	 	 	2006$	 	2006$
	 	 	 	 	15 A/P’S	 	Block B A/C
	 	 	 	 	Price	 	Price
	CR	 	Title	 	Per A/C	 	Per A/C
	 	 	 
	 	 	 	 
	2564C874H48
	 	POLAR KIT STORAGE

	 	[ * ]
	 	[ * ]
	2622-000017
	 	ENGINE/APU FIRE EXTINGUISHER BOTTLES - COMMON BOTTLE

	 	[ * ]
	 	[ * ]
	2625C896A09
	 	FIRE EXTINGUISHING - TUBING AND DISCONNECTS FOR MAIN DECK
SAX CONTAINERS

	 	[ * ]
	 	[ * ]
	2821-000010
	 	REFUELING ADAPTERS - RIGHT WING

	 	[ * ]
	 	[ * ]
	2911-000003
	 	AC MOTOR-DRIVEN HYDRAULIC PUMPS - EATON (VICKERS)
S270T201-7

	 	[ * ]
	 	[ * ]
	2911-000025
	 	ENGINE-DRIVEN HYDRAULIC PUMPS - EATON (VICKERS) S271W110

	 	[ * ]
	 	[ * ]
	3131-000187
	 	DIGITAL FLIGHT DATA RECORDER - ALLIEDSIGNAL - 256 WORDS
PER SECOND MAXIMUM DATA RATE - P/N 980-4700-042 BFE/SPE

	 	[ * ]
	 	[ * ]
	3133B628B13
	 	FLIGHT COMPARTMENT PRINTER - GRAPHICS CAPABLE (ARINC
744A) MULTIPORT THERMAL PRINTER WITH ARINC 429 AND
ETHERNET PORTS - INSTALLATION

	 	[ * ]
	 	[ * ]
	3135C174A06
	 	QUICK ACCESS RECORDER (QAR) - PENNY AND GILES - WITH
PCMCIA CARD - P/N D52000-64000 - BFE/SPE

	 	[ * ]
	 	[ * ]
	3143-000013
	 	AIMS AIRPLANE MODIFIABLE (AMI) SOFTWARE - INSTALLATION
AFTER DELIVERY AND BEFORE FLYAWAY

	 	[ * ]
	 	[ * ]
	3143A068A03
	 	DUAL ELECTRONIC CHECKLIST DATABASE

	 	[ * ]
	 	[ * ]
	3143A207D22
	 	AIMS - SOFTWARE ACTIVATION - DISABLE ENTRY OF GROSS
WEIGHT ON ““PERF INIT”” PAGE

	 	[ * ]
	 	[ * ]
	3143C926A05
	 	AIRPLANE INFORMATION MANAGEMENT SYSTEM (AIMS) -
OPERATIONAL PROGRAM CONFIGURATION FILE ACTIVATION -
FLIGHT INFORMATION DATALINK COMMUNICATIONS MENU - ARINC
623 AIR TRAFFIC SERVICE MESSAGES

	 	[ * ]
	 	[ * ]
	3143C926A06
	 	AIRPLANE INFORMATION MANAGEMENT SYSTEM (AIMS) - OPERATIONAL PROGRAM CONFIGURATION FILE ACTIVATION - MAINTENANCE ENHANCEMENT PACKAGE

	 	[ * ]
	 	[ * ]
	3150A213A18
	 	AURAL ADVISORY OF ALTITUDE APPROACH - FLIGHT DECK

	 	[ * ]
	 	[ * ]
	3151-000042
	 	FIREBELL AURAL WARNING - 1 SECOND ON, 9 SECONDS OFF

	 	[ * ]
	 	[ * ]
	3151-000046
	 	AUTOPILOT DISCONNECT - AURAL WARNING SIREN - AURAL
WARNING AND MASTER WARNING LIGHT INHIBITED WHEN AUTOPILOT
DISCONNECT SWITCH IS DOUBLE PRESSED QUICKLY

	 	[ * ]
	 	[ * ]
	3151A065A47
	 	RESETTABLE OVERSPEED AURAL WARNING - SIREN

	 	[ * ]
	 	[ * ]
	3151A552C02
	 	TAKEOFF CONFIGURATION CHECK SWITCH - FORWARD AISLE STAND
PANEL

	 	[ * ]
	 	[ * ]
	3151C175A07
	 	FLIGHT MANAGEMENT COMPUTER (FMC) - CAUTION AND WARNING
SYSTEMS - ACTIVATION - TAKEOFF RUNWAY DISAGREE ALERT

	 	[ * ]
	 	[ * ]






			
	 
	Supplemental Agreement No. 4
	 	 






 


Page 4 of 8









 





	 	 	 	 	 
	Exhibit A / A1 to

	 	 
	 	 
	Purchase Agreement No. 3157
	 	 	 	 






	 	 	 	 	 	 	 
	 	 	 	 	2006$	 	2006$
	 	 	 	 	15 A/P’S	 	Block B A/C
	 	 	 	 	Price	 	Price
	CR	 	Title	 	Per A/C	 	Per A/C
	 	 	 
	 	 	 	 
	3161-000002
	 	DOOR SYNOPTIC AND EICAS MESSAGE - PASSENGER DOOR
SLIDE/RAFT ARMING HANDLE POSITION INDICATION - AUTO,
MANUAL AND AUTO/MANUAL MESSAGES

	 	[ * ]
	 	[ * ]
	3161-000167
	 	ANNUNCIATION FOR LOSS OF RIGHT OR LEFT FMCS - EICAS
ADVISORY MESSAGE

	 	[ * ]
	 	[ * ]
	3161-000168
	 	FLIGHT DECK COMMUNICATIONS FUNCTION (FDCF) AUTOMATIC
RESET - ACTIVATION

	 	[ * ]
	 	[ * ]
	3161-000169
	 	ANNUNCIATION FOR SATELLITE VOICE COMMUNICATION CAPABILITY - EICAS

	 	[ * ]
	 	[ * ]
	3161-000170
	 	ANNUNCIATION FOR DATALINK AVAILABILITY  - EICAS

	 	[ * ]
	 	[ * ]
	3161A425A45
	 	VMO/MMO OVERSPEED EICAS STATUS MESSAGE AND VFE OVERSPEED EICAS STATUS MESSAGE WITH FLAP/SLAT POSITION SNAPSHOT - FLIGHT DECK

	 	[ * ]
	 	[ * ]
	3162-000022
	 	FLIGHT DIRECTOR COMMAND DISPLAY - SPLIT AXIS - ADI

	 	[ * ]
	 	[ * ]
	3162-000030
	 	RISING RUNWAY - DISPLAYED ON THE ADI

	 	[ * ]
	 	[ * ]
	3162-000036
	 	LANDING ALTITUDE REFERENCE BAR - PRIMARY FLIGHT DISPLAY

	 	[ * ]
	 	[ * ]
	3162-000040
	 	BARO MINIMUMS POINTER - DISPLAYED ON SELECTION OF RADIO
ALTITUDE MINMUMS - PRIMARY FLIGHT DISPLAY

	 	[ * ]
	 	[ * ]
	3162-000044
	 	TCAS RESOLUTION ADVISORY - VSI

	 	[ * ]
	 	[ * ]
	3162-000051
	 	ILS LOCALIZER DEVIATION EXPANDED SCALE - AUTOPILOT OR
FLIGHT DIRECTOR MODE

	 	[ * ]
	 	[ * ]
	3162-000060
	 	MAP MODE ORIENTATION - HEADING UP - NAVIGATION DISPLAY

	 	[ * ]
	 	[ * ]
	3162-000062
	 	GRID HEADING - NAVIGATION DISPLAY

	 	[ * ]
	 	[ * ]
	3162-000064
	 	RANGE ARCS - NAVIGATION DISPLAY

	 	[ * ]
	 	[ * ]
	3162-000084
	 	TCAS 3 NM RANGE RING - NAVIGATION DISPLAY

	 	[ * ]
	 	[ * ]
	3162-000211
	 	VREF AND SELECTED FLAP POSITION - PRIMARY FLIGHT DISPLAY

	 	[ * ]
	 	[ * ]
	3162-000218
	 	GROUND SPEED - DISPLAYED BELOW AIRSPEED TAPE WHEN MACH
NUMBER IS NOT DISPLAYED - PRIMARY FLIGHT DISPLAY

	 	[ * ]
	 	[ * ]
	3162C594A07
	 	NAVIGATION PERFORMANCE SCALES (NPS) AND REQUIRED
NAVIGATION PERFORMANCE (RNP) ENHANCEMENTS - AIRPLANE
INFORMATION MANAGEMENT SYSTEM (AIMS) - PRIMARY FLIGHT
DISPLAY AND NAVIGATION DISPLAY

	 	[ * ]
	 	[ * ]
	3162C594A22
	 	PRIMARY FLIGHT DISPLAY - AIMS - VNAV SPEED BAND - ENABLE

	 	[ * ]
	 	[ * ]
	3245B047A08
	 	BRAKES - CARBON - HIGH CAPACITY - MESSIER-BUGATTI

	 	[ * ]
	 	[ * ]
	 
	3245B047A09
	 	WHEELS AND TIRES - MAIN LANDING GEAR - HIGH GROSS WEIGHT
WHEELS - MESSIER  - BUGATTI - INSTALLATION WITH SFE 36
PR, 235 MPH RADIAL TIRES.

	 	[ * ]
	 	[ * ]






			
	 
	Supplemental Agreement No. 4
	 	 






 


Page 5 of 8









 





	 	 	 	 	 
	Exhibit A / A1 to

	 	 
	 	 
	Purchase Agreement No. 3157
	 	 	 	 






	 	 	 	 	 	 	 
	 	 	 	 	2006$	 	2006$
	 	 	 	 	15 A/P’S	 	Block B A/C
	 	 	 	 	Price	 	Price
	CR	 	Title	 	Per A/C	 	Per A/C
	 	 	 
	 	 	 	 
	3245B047A10
	 	WHEELS AND TIRES - NOSE LANDING GEAR - WHEELS - MESSIER -
BUGATTI- INSTALLATION WITH SFE 32 PR, 235 MPH RADIAL
TIRES

	 	[ * ]
	 	[ * ]
	3324C198A28
	 	PASSENGER INFORMATION SIGNS - NO SMOKING SIGN - PERMANENT
ILLUMINATION AND NO SMOKING FLIGHT DECK SELECTOR SWITCH
REMOVAL

	 	[ * ]
	 	[ * ]
	3430B721B13
	 	ILS/GPS MULTI-MODE RECEIVER (MMR) - GNSS LANDING SYSTEM
(GLS) - PARTIAL PROVISIONS FOR GLS CAT I OPERATIONS

	 	[ * ]
	 	[ * ]
	3430B866A33
	 	ILS/GPS MULTI-MODE RECEIVER (MMR) - ROCKWELL COLLINS -
P/N 822-1821-001 - BFE/SPE

	 	[ * ]
	 	[ * ]
	3433-000032
	 	RADIO ALTIMETER (RA) - ROCKWELL INTERNATIONAL CORP - P/N 822-0334-002 - BFE/SPE

	 	[ * ]
	 	[ * ]
	3436C896A17
	 	HEAD-UP DISPLAY (HUD) - SPACE AND PARTIAL WIRING
PROVISIONS FOR COMMON HUD SYSTEM INSTALLATION WITH
CONTROL DISPLAY UNIT INTERFACE

	 	[ * ]
	 	[ * ]
	3436C896A18
	 	ENHANCED VISION SYSTEM (EVS) - SPACE AND PARTIAL WIRING
PROVISIONS WITH A COMMON HUD SYSTEM PROVISIONS

	 	[ * ]
	 	[ * ]
	3436C896A19
	 	FEDEX - HEAD UP DISPLAY (HUD) SYSTEM - EXPANDED WIRING,
MOUNTING AND COOLING PROVISIONS FOR HUD COMPUTER AND
ENHANCED FLIGHT VISION SYSTEM (EFVS) COMPUTER

	 	[ * ]
	 	[ * ]
	3443C739A02
	 	DUAL WEATHER RADAR SYSTEM - HONEYWELL INTERNATIONAL INC.
- MODEL RDR-4000 WEATHER RADAR - INSTALLATION - BFE/SPE

	 	[ * ]
	 	[ * ]
	 
	3443C739A03
	 	DUAL WEATHER RADAR CONTROL PANEL - RDR-4000 RADAR SYSTEM
- HONEYWELL P/N 930-6101-001 - BFE/SPE

	 	[ * ]
	 	[ * ]
	3445C594A55
	 	TCAS SYSTEM - ACSS TCAS COMPUTER P/N 9003500-10901 - TCAS
CHANGE 7 COMPLIANT - BFE/SPE

	 	[ * ]
	 	[ * ]
	3446-000049
	 	500 SMART CALLOUT INHIBITED

	 	[ * ]
	 	[ * ]
	3446C174A14
	 	ENHANCED GROUND PROXIMITY WARNING SYSTEM (EGPWS) - BANK
ANGLE CALLOUT (VARIABLE CALLOUT BELOW 130 FT) - ENABLE

	 	[ * ]
	 	[ * ]
	3446C608F25
	 	GROUND PROXIMITY WARNING SYSTEM - MODE 6 ALTITUDE
CALLOUTS - RADIO ALTIMETER AT 1000, 500, 100, 50, 40, 30,
20, 10 - ACTIVATION

	 	[ * ]
	 	[ * ]
	3451-000022
	 	VOR/MARKER BEACON - ROCKWELL RECEIVER P/N 822-0297-001 -
BFE/SPE

	 	[ * ]
	 	[ * ]
	3453C608E39
	 	AUTOMATIC DEPENDENT SURVEILLANCE - BROADCAST (ADS-B) -
ADS-B GUIDANCE DISPLAY - PARTIAL WIRING PROVISIONS

	 	[ * ]
	 	[ * ]
	3453C608E55
	 	AUTOMATIC DEPENDENT SURVEILLANCE - BROADCAST (ADS-B) -
CDTI ARINC 429 BUS WIRING BETWEEN EFB AND TCAS PROCESSOR
- PARTIAL WIRING PROVISIONS

	 	[ * ]
	 	[ * ]






			
	 
	Supplemental Agreement No. 4
	 	 






 


Page 6 of 8









 





	 	 	 	 	 
	Exhibit A / A1 to

	 	 
	 	 
	Purchase Agreement No. 3157
	 	 	 	 






	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	2006$	 	2006$
	 	 	 	 	15 A/P’S	 	Block B A/C
	 	 	 	 	Price	 	Price
	CR	 	Title	 	Per A/C	 	Per A/C
	 	 	 
	 	 	 	 
	3453C896A24
	 	ATC SYSTEM - ACSS ATC TRANSPONDER P/N 7517800-11009
ELS/EHS/ES AND TCAS CHANGE 7 COMPLIANT - GABLES CONTROL
PANEL P/N G7156-01- BFE/SPE

	 	[ * ]
	 	[ * ]
	3453C898E41
	 	AIR TRAFFIC CONTROL TRANSPONDER SYSTEM - TRAFFIC
COLLISION AND AVOIDANCE SYSTEM (TCAS) AIRPLANE
PERSONALITY MODULE WIRING PROVISIONS

	 	[ * ]
	 	[ * ]
	3455-000019
	 	DISTANCE MEASURING EQUIPMENT (DME) - ROCKWELL
INTERROGATOR P/N 822-0329-001 - BFE/SPE

	 	[ * ]
	 	[ * ]
	3457-000214
	 	AUTOMATIC DIRECTION FINDER (ADF) - DUAL SYSTEM - ROCKWELL
ADF-900 SERIES - ADF RECEIVER P/N 822-0299-001; ADF
ANTENNA P/N 822-5404-003 - BFE/SPE

	 	[ * ]
	 	[ * ]
	3461A031A07
	 	TAKE OFF 1 AND 2 DERATE PROMPTS IN FMC’S THRUST LIMIT
PAGE - DELETE

	 	[ * ]
	 	[ * ]
	3461A213A09
	 	FLIGHT MANAGEMENT COMPUTER SYSTEM (FMCS) -
NON-DIRECTIONAL RADIO BEACON (ADF) APPROACHES

	 	[ * ]
	 	[ * ]
	3461A213A10
	 	FMCS - ENHANCED FIX PAGE CAPABILITIES

	 	[ * ]
	 	[ * ]
	3461A213A12
	 	FLIGHT MANAGEMENT COMPUTER SYSTEM (FMCS)- DISPLAY OF
VERTICAL BEARING, FLIGHT PATH ANGLE (FPA) AND VERTICAL
SPEED

	 	[ * ]
	 	[ * ]
	3461A425A05
	 	FLIGHT MANAGEMENT COMPUTER SYSTEM (FMCS) - RUNWAY
DISTANCE AND OFFSET POSITION SHIFT IN UNITS OF FEET

	 	[ * ]
	 	[ * ]
	3461A425A08
	 	FLIGHT MANAGEMENT COMPUTER SYSTEM (FMCS) - FLIGHT CREW
ALERTNESS MONITORING - ENABLE

	 	[ * ]
	 	[ * ]
	3461A425A10
	 	FLIGHT MANAGEMENT COMPUTER SYSTEM (FMCS) - NAVIGATION
DATABASE - CUSTOMER SUPPLIED

	 	[ * ]
	 	[ * ]
	3461A425A23
	 	FLIGHT MANAGEMENT COMPUTER SYSTEM (FMCS)- QUICK REFERENCE
HANDBOOK (QRH) - TAKEOFF SPEEDS- DISPLAYED

	 	[ * ]
	 	[ * ]
	3461C739A08
	 	FMCS - PROVIDE REQUIRED NAVIGATION PERFORMANCE (RNP)
VALUES WITH 0.3 NM APPROACH

	 	[ * ]
	 	[ * ]
	3511-000012
	 	REMOTE CREW OXYGEN FILL STATION

	 	[ * ]
	 	[ * ]
	3511B873B93
	 	CREW OXYGEN MASK - FULL FACE MASK WITH BUILT-IN SMOKE
GOGGLES - SECOND OBSERVER - EROS - BFE/SPE

	 	[ * ]
	 	[ * ]
	 	 	 
	 	 	 	 
	3511B873B94
	 	CREW OXYGEN MASK - FULL FACE MASK WITH BUILT-IN SMOKE
GOGGLES - FIRST OBSERVER - EROS - BFE/SPE

	 	[ * ]
	 	[ * ]
	3511B873B95
	 	CREW OXYGEN MASKS - FULL FACE MASK WITH BUILT-IN SMOKE
GOGGLES - CAPTAIN AND FIRST OFFICER - EROS - BFE/SPE

	 	[ * ]
	 	[ * ]
	3511C874C91
	 	SUPPLEMENTAL OXYGEN SYSTEM WITHIN CREW REST AND LAVATORY
OF THE SUPERNUMERARY AREA

	 	[ * ]
	 	[ * ]
	3520-000197
	 	REMOTE PASSENGER OXYGEN FILL STATION

	 	[ * ]
	 	[ * ]
	3520C485C02
	 	QUICK DONNING OXYGEN MASKS - SUPERNUMERARY - BFE/SPE

	 	[ * ]
	 	[ * ]






			
	Supplemental Agreement No. 4
	 	 






 


Page 7 of 8









 





	 	 	 	 	 
	Exhibit A / A1 to

	 	 
	 	 
	Purchase Agreement No. 3157
	 	 	 	 






	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	2006$	 	2006$
	 	 	 	 	15 A/P’S	 	Block B A/C
	 	 	 	 	Price	 	Price
	CR	 	Title	 	Per A/C	 	Per A/C
	 	 	 
	 	 	 	 
	3520C874H46
	 	OXYGEN SYSTEM PROVISIONS TO SUPPORT EXTENDED OPERATIONAL 

CAPABILITY

	 	[ * ]
	 	[ * ]
	4610B872A04
	 	ELECTRONIC FLIGHT BAG (EFB) - INSTALLATION

	 	[ * ]
	 	[ * ]
	4610C164A11
	 	CUSTOMER UNIQUE ELECTRONIC FLIGHT BAG (EFB) SOFTWARE
INSTALLATION - AFTER DELIVERY AND BEFORE FLYAWAY

	 	[ * ]
	 	[ * ]
	4610C398C10
	 	ELECTRONIC FLIGHT BAG (EFB) - CUSTOMER UNIQUE SOFTWARE
INSTALLATION - CUSTOMER WALK AND CUSTOMER ACCEPTANCE
FLIGHTS

	 	[ * ]
	 	[ * ]
	4610C594A09
	 	ELECTRONIC FLIGHT BAG (EFB) SYSTEM - AIRPLANE INFORMATION
MANAGEMENT SYSTEM (AIMS) - ACTIVATION OF ARINC 724B ACARS
INTERFACE

	 	[ * ]
	 	[ * ]
	4610C608C41
	 	ELECTRONIC FLIGHT BAG (EFB) INSTALLATION - E- ETHERNET
INTERFACE BETWEEN FLIGHT COMPARTMENT PRINTER AND EFB’S
RIGHT ELECTRONICS UNIT

	 	[ * ]
	 	[ * ]
	4610C608E37
	 	AIRPLANE GENERAL INFORMATION SYSTEMS - TWO ETHERNET
10/100 BASE-T BUSES BETWEEN MAIN EQUIPMENT CENTER AND
SUPERNUMERARY OVERHEAD STOWAGE COMPARTMENT - PARTIAL
WIRING PROVISIONS

	 	[ * ]
	 	[ * ]
	4610C896A31
	 	AIRPLANE GENERAL INFORMATION SYSTEMS - ONBOARD NETWORK
SYSTEM (ONS) - PARTIAL PROVISIONS

	 	[ * ]
	 	[ * ]
	4610C991B48
	 	AIRPLANE GENERAL INFORMATION SYSTEMS - ONBOARD NETWORK
SYSTEM (ONS) - NETWORK INTERFACE PARTIAL PROVISIONS -
FLIGHT COMPARTMENT INTERFACE PORT

	 	[ * ]
	 	[ * ]
	4900-000016
	 	MUFFLER IN APU EXHAUST SYSTEM

	 	[ * ]
	 	[ * ]
	5250C896A20
	 	LOCKABLE RIGID CARGO BARRIER (RCB) DOORS

	 	[ * ]
	 	[ * ]
	7200-000412
	 	GE PROPULSION SYSTEM

	 	[ * ]
	 	[ * ]
	7200A519A02
	 	GENERAL ELECTRIC ENGINES - GE90-110B1L THRUST RATING

	 	[ * ]
	 	[ * ]
	7430C164D94
	 	IGNITION SWITCHING - GENERAL ELECTRIC GE90 ENGINES -
FLIGHT DECK - ENGINE CONTROL PANEL - DELETION OF MANUAL
SELECTION OF CONTINUOUS IGNITION

	 	[ * ]
	 	[ * ]
	7900C483C85
	 	LUBRICATING OIL - BP2197

	 	[ * ]
	 	[ * ]
	OPTIONS: 161
	 	TOTALS:

	 	[ * ]
	 	[ * ]






			
	Supplemental Agreement No. 4
	 	 






 


Page 8 of 8









 





Exhibit A1 to

Purchase Agreement No. 3157

Page 1




BLOCK B AIRCRAFT CONFIGURATION




Dated January 9, 2009




relating to




BOEING MODEL 777-FREIGHTER BLOCK B AIRCRAFT




The Detail Specification for FedEx is Detail Specification D019W007FED7F-1,
Rev NEW. Such Detail Specification will be comprised of Boeing
Configuration Specification D019W007 Rev B dated May 30, 2008 and as
amended to incorporate the Options attached here to, including the effects
on Manufacturer’s Empty Weight (MEW) and Operating Empty Weight (OEW).



As soon as practicable, Boeing will furnish to Customer copies of the
Detail Specification, which copies will reflect such Options. 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.



Supplemental Agreement No. 4




 


 











 




					
	Exhibit A / A1 to
	 	 
	 	 
	Purchase Agreement No. 3157	 	 	 	 






	 	 	 	 	 	 	 
	 	 	 	 	2006$	 	2006$
	 	 	 	 	15 A/P’S	 	Block B A/C
	 	 	 	 	Price	 	Price
	CR	 	Title	 	Per A/C	 	Per A/C
	 	 	 
	 	 	 	 
	0110-000039
	 	MAJOR MODEL 777 AIRPLANE

	 	[ * ]
	 	[ * ]
	0110B750A90
	 	MINOR MODEL 777 FREIGHTER AIRPLANE

	 	[ * ]
	 	[ * ]
	0220-000040
	 	FAA TYPE CERTIFICATION

	 	[ * ]
	 	[ * ]
	0221-000002
	 	DISPATCH WITH GEAR EXTENDED FOR REVENUE FLIGHT

	 	[ * ]
	 	[ * ]
	 
	0221B401A44
	 	ENGINE INOPERATIVE TEN MINUTE TAKEOFF THRUST OPERATION

	 	[ * ]
	 	[ * ]
	0228-000032
	 	OPERATIONS MANUAL IN FAA FORMAT

	 	[ * ]
	 	[ * ]
	0228C417D40
	 	AIRPLANE FLIGHT MANUAL

	 	[ * ]
	 	[ * ]
	0229C608D26
	 	PERFORMANCE - CERTIFICATION FOR OPERATION AT
AIRPORTS WITH PRESSURE ALTITUDES UP TO 9800
FEET AND AUTOPILOT CAPABILITY AT AIRPORTS WITH
A MAXIMUM FIELD ELEVATION OF 8,500 FEET

	 	[ * ]
	 	[ * ]
	0252B299A35
	 	INSTRUMENTATION, AIRPLANE AND FUEL MEASURING
STICK MANUALS IN ENGLISH UNITS - TEMPERATURE
IN DEGREES CELSIUS

	 	[ * ]
	 	[ * ]
	0315C417D42
	 	CERTIFIED OPERATIONAL WEIGHTS AND STRUCTURAL 

DESIGN WEIGHT- 777-FREIGHTER

	 	[ * ]
	 	[ * ]
	1110C874H30
	 	EXTERIOR COLOR SCHEME AND MARKINGS - ENGINE
NACELLES COLOR

	 	[ * ]
	 	[ * ]
	1110C874H32
	 	EXTERIOR COLOR SCHEME AND MARKINGS

	 	[ * ]
	 	[ * ]
	1137C703A41
	 	CARGO MARKINGS - FORWARD CARGO COMPARTMENT

	 	[ * ]
	 	[ * ]
	1138C703A42
	 	CARGO MARKINGS - AFT CARGO COMPARTMENT

	 	[ * ]
	 	[ * ]
	1139C703A40
	 	CARGO MARKINGS - MAIN DECK CARGO COMPARTMENT

	 	[ * ]
	 	[ * ]
	 
	2210-000003
	 	AUTOFLIGHT - INHIBIT GLIDE SLOPE CAPTURE PRIOR
TO LOCALIZER CAPTURE

	 	[ * ]
	 	[ * ]
	2210-000030
	 	AUTOFLIGHT - THREE DIGIT MACH NUMBER ON MODE
CONTROL PANEL

	 	[ * ]
	 	[ * ]
	2210-000036
	 	AUTOFLIGHT - HEADING HOLD AT AUTOPILOT COMMAND
ENGAGE

	 	[ * ]
	 	[ * ]
	2210C594A11
	 	AUTOFLIGHT - ENABLE LNAV ENGAGEMENT ON TAKEOFF
GO-AROUND

	 	[ * ]
	 	[ * ]
	2311-000137
	 	HF COMMUNICATIONS - PARTIAL PROVISIONS FOR
DUAL ARINC 753 HF DATALINK

	 	[ * ]
	 	[ * ]
	2311B401A30
	 	HF COMMUNICATIONS- ARINC 753 DUAL HF
TRANSCEIVERS - AIRPLANE INFORMATION MANAGEMENT
SYSTEM (AIMS) - HF DATALINK ACTIVATION -
AIRLINE OPERATIONAL COMMUNICATIONS ONLY

	 	[ * ]
	 	[ * ]
	2311B401A39
	 	HF COMMUNICATIONS - EQUIPMENT INSTALLATION OF
DUAL ROCKWELL HF VOICE/DATA TRANSCEIVERS - P/N
822-0990-004 AND DIGITAL HF COUPLERS - P/N
822-0987-004 BFE/SPE

	 	[ * ]
	 	[ * ]
	2312-000703
	 	VHF COMMUNICATIONS - ACTIVATION OF 8.33 KHZ
CHANNEL SPACING

	 	[ * ]
	 	[ * ]





			
	 	 	 
	Supplemental Agreement No. 4
	 	 







 


Page 1 of 8 









 






					
	Exhibit A / A1 to
	 	 
	 	 
	Purchase Agreement No. 3157	 	 	 	 







	 	 	 	 	 	 	 
	 	 	 	 	2006$	 	2006$
	 	 	 	 	15 A/P’S	 	Block B A/C
	 	 	 	 	Price	 	Price
	CR	 	Title	 	Per A/C	 	Per A/C
	 	 	 
	 	 	 	 
	2312B401A87
	 	VHF COMMUNICATIONS - EQUIPMENT INSTALLATION OF
TRIPLE ROCKWELL ARINC 750 VHF-2100
TRANSCEIVERS WITH 8.33 KHZ CHANNEL SPACING,
VDL MODE 2, AND CMC INTERFACE CAPABILITY - P/N
822-1287-101 - BFE/SPE

	 	[ * ]
	 	[ * ]
	 	 	 
	 	 	 	 
	2315C581A25
	 	SATCOM - AVIONICS EQUIPMENT INSTALLATION -
ARINC 781 AERO-H+ AND SWIFTBROADBAND - THALES
TOPFLIGHT SERIES - BFE/SPE

	 	[ * ]
	 	[ * ]
	2315C988A06
	 	SATCOM - ANTENNA EQUIPMENT INSTALLATION -
ARINC 781 COMPACT HIGH GAIN ANTENNA - CHELTON
HGA-7001 ANTENNA SYSTEM WITH TYPE F DIPLEXER -
FREIGHTER - BFE/SPE

	 	[ * ]
	 	[ * ]
	2321-000050
	 	SELCAL - AVTECH FIVE CHANNEL DECODER - P/N
1200008-000 - BFE/SPE

	 	[ * ]
	 	[ * ]
	2322C926A04
	 	AIRCRAFT COMMUNICATIONS ADDRESSING AND
REPORTING SYSTEM (ACARS) - AIRPLANE
INFORMATION MANAGEMENT SYSTEM (AIMS)
ACTIVATION - VHF DATALINK MODE 2

	 	[ * ]
	 	[ * ]
	2324C164C74
	 	EMERGENCY LOCATOR TRANSMITTER -
FIXED/AUTOMATIC INSTALLATION - ELTA P/N
01N65900 - BFE

	 	[ * ]
	 	[ * ]
	2351-000033
	 	HAND HELD MICROPHONE - CAPTAIN AND FIRST
OFFICER - ELECTROVOICE - P/N 903-1342 -
BFE/SPE

	 	[ * ]
	 	[ * ]
	2351-000035
	 	HAND HELD MICROPHONE - FIRST OBSERVER -
ELECTROVOICE - P/N 903-1342 - BFE/SPE

	 	[ * ]
	 	[ * ]
	2351-000042
	 	CONTROL WHEEL PUSH TO TALK (PTT) SWITCH -
STANDARD THREE POSITION

	 	[ * ]
	 	[ * ]
	2351-000044
	 	AUDIO CONTROL PANEL - SECOND OBSERVER

	 	[ * ]
	 	[ * ]
	2351A213B78
	 	BOOM MICROPHONE HEADSETS - CAPTAIN, FIRST
OFFICER AND FIRST OBSERVER - TELEX AIRMAN 750
- P/N 64300-200 - BFE/SPE

	 	[ * ]
	 	[ * ]
	2351A213B79
	 	BOOM MICROPHONE HEADSET - SECOND OBSERVER -
TELEX AIRMAN 750 - P/N 64300-200 - BFE/SPE

	 	[ * ]
	 	[ * ]
	2371-000092
	 	SOLID STATE VOICE RECORDER ED56A P/N
980-6022-001 - AND SOLID STATE REMOTE AREA
MICROPHONE P/N 980-6115-001 & CONTROL PANEL
ED56A P/N 980-6117-004- HONEYWELL- 2 HOUR
RECORDING TIME. BFE/SPE

	 	[ * ]
	 	[ * ]
	 
	2431-000013
	 	NO BATTERY POWERED POSITION LIGHTS AND DC
BACKUP POWER - TOWING OPERATION

	 	[ * ]
	 	[ * ]
	2454C608E40
	 	AC POWER OUTLETS - INSTALLATION IN FLIGHT DECK
BY THE SECOND OBSERVER’S SEAT - UK STYLE
OUTLET WITH IN-SEAT POWER SUPPLY (ISPS) -
ASTRONICS 110 VAC

	 	[ * ]
	 	[ * ]
	2454C896A15
	 	POWER OUTLETS - INSTALLATION - ADDITIONAL
ELECTRICAL POWER SUPPLIES NEAR THE
SUPERNUMERARY SEATS FOR THE USE OF PERSONAL
COMPUTERS - ASTRONICS 110 VAC

	 	[ * ]
	 	[ * ]






			
	 	 	 
	Supplemental Agreement No. 4
	 	 







 


Page 2 of 8 









 





					
	Exhibit A / A1 to
	 	 
	 	 
	Purchase Agreement No. 3157	 	 	 	 







	 	 	 	 	 	 	 
	 	 	 	 	2006$	 	2006$
	 	 	 	 	15 A/P’S	 	Block B A/C
	 	 	 	 	Price	 	Price
	CR	 	Title	 	Per A/C	 	Per A/C
	 	 	 
	 	 	 	 
	2513A552A92
	 	FLIGHT COMPARTMENT ASHTRAYS - DO NOT INSTALL

	 	[ * ]
	 	[ * ]
	2513B299A22
	 	MISCELLANEOUS STOWAGE - PILOT CONSOLES -
FLIGHT DECK

	 	[ * ]
	 	[ * ]
	2519C898D77
	 	CURTAIN - INSTALLATION - ACOUSTIC AND LIGHT
IMPROVEMENT - FLIGHT DECK

	 	[ * ]
	 	[ * ]
	2524C204D42
	 	FULL HEIGHT STOWAGE UNIT - FLOOR MOUNTED - AFT
OF THE LAVATORY

	 	[ * ]
	 	[ * ]
	2524C204D43
	 	MID HEIGHT STOWAGE UNIT - FLOOR MOUNTED

	 	[ * ]
	 	[ * ]
	2524C204D44
	 	OVERHEAD STOWAGE UNIT - CEILING MOUNTED

	 	[ * ]
	 	[ * ]
	2527C204G19
	 	FLOOR COVERING - INSTALLATION - VINYL MAT
THROUGHOUT THE SUPERNUMERARY AREA

	 	[ * ]
	 	[ * ]
	2530C874E37
	 	GALLEY INSERTS - SUPERNUMERARY COMPARTMENT

	 	[ * ]
	 	[ * ]
	2530C896A10
	 	GALLEY - SUPERNUMERARY COMPARTMENT

	 	[ * ]
	 	[ * ]
	2552-000059
	 	CARGO COMPARTMENT FULL FLOOR - AFT LOWER HOLD
CARGO COMPARTMENT

	 	[ * ]
	 	[ * ]
	2552-000083
	 	CARGO COMPARTMENT FULL FLOOR - FORWARD CARGO
COMPARTMENT

	 	[ * ]
	 	[ * ]
	2552-000318
	 	SLOPING SIDEWALL - FORWARD CARGO COMPARTMENT -
0.050-INCH-THICK BMS 8-223

	 	[ * ]
	 	[ * ]
	2552-000319
	 	SLOPING SIDEWALL - AFT CARGO COMPARTMENT -
0.050-INCH-THICK BMS 8-223

	 	[ * ]
	 	[ * ]
	2557C703A39
	 	MAIN DECK CARGO HANDLING - PAINTED NON-SKID
WALKWAYS

	 	[ * ]
	 	[ * ]
	2558C703A34
	 	MAIN DECK CARGO RESTRAINTS - REMOVE CENTERLINE
LOADING HARDWARE- SFE

	 	[ * ]
	 	[ * ]
	2558C703A36
	 	MAIN DECK CARGO RESTRAINTS - CIVIL RESERVE AIR
FLEET (CRAF) CONFIGURATION - PROVISIONS

	 	[ * ]
	 	[ * ]
	2558C703A54
	 	MAIN DECK CARGO RESTRAINTS - ADDITIONAL
CAPABILITY FOR 14 AYY CONTAINERS

	 	[ * ]
	 	[ * ]
	2560-000207
	 	HALON FIRE EXTINGUISHER - FLIGHT DECK - WALTER
KIDDE

	 	[ * ]
	 	[ * ]
	2560C204E95
	 	PROTECTIVE BREATHING EQUIPMENT - FLIGHT DECK -
AVOX

	 	[ * ]
	 	[ * ]
	2560C204E99
	 	CREW LIFE VESTS - FLIGHT DECK, WITH SECOND
OBSERVER - AIR CRUISERS

	 	[ * ]
	 	[ * ]
	2562C204F36
	 	LIFE VESTS - SUPERNUMERARY - AIR CRUISERS

	 	[ * ]
	 	[ * ]
	2562C874H27
	 	EMERGENCY LOCATOR TRANSMITTER - PORTABLE

	 	[ * ]
	 	[ * ]
	2564C204F02
	 	PROTECTIVE BREATHING EQUIPMENT - SUPERNUMERARY
- AVOX

	 	[ * ]
	 	[ * ]
	2564C204G43
	 	FIRST AID KIT - FAA

	 	[ * ]
	 	[ * ]
	2564C874E39
	 	PORTABLE OXYGEN BOTTLE W/ FULL FACE MASK -
AVOX SYSTEMS INC - BFE

	 	[ * ]
	 	[ * ]
	2564C874E40
	 	HALON FIRE EXTINGUISHER - AMEREX - BFE

	 	[ * ]
	 	[ * ]
	2564C874G77
	 	FLASHLIGHT DELETION - SUPERNUMERARY

	 	[ * ]
	 	[ * ]
	2564C874G78
	 	PORTABLE OXYGEN W/MASK - AVOX SYSTEMS INC -
BFE/SPE

	 	[ * ]
	 	[ * ]







			
	 	 	 
	Supplemental Agreement No. 4
	 	 






 


Page 3 of 8 









 





					
	Exhibit A / A1 to
	 	 
	 	 
	Purchase Agreement No. 3157	 	 	 	 







	 	 	 	 	 	 	 
	 	 	 	 	2006$	 	2006$
	 	 	 	 	15 A/P’S	 	Block B A/C
	 	 	 	 	Price	 	Price
	CR	 	Title	 	Per A/C	 	Per A/C
	 	 	 
	 	 	 	 
	2564C874H48
	 	POLAR KIT STORAGE

	 	[ * ]
	 	[ * ]
	2622-000017
	 	ENGINE/APU FIRE EXTINGUISHER BOTTLES - COMMON
BOTTLE

	 	[ * ]
	 	[ * ]
	2625C896A09
	 	FIRE EXTINGUISHING - TUBING AND DISCONNECTS
FOR MAIN DECK SAX CONTAINERS

	 	[ * ]
	 	[ * ]
	2821-000010
	 	REFUELING ADAPTERS - RIGHT WING

	 	[ * ]
	 	[ * ]
	2911-000003
	 	AC MOTOR-DRIVEN HYDRAULIC PUMPS - EATON
(VICKERS) S270T201-7

	 	[ * ]
	 	[ * ]
	2911-000025
	 	ENGINE-DRIVEN HYDRAULIC PUMPS - EATON
(VICKERS) S271W110

	 	[ * ]
	 	[ * ]
	3131-000187
	 	DIGITAL FLIGHT DATA RECORDER - ALLIEDSIGNAL -
256 WORDS PER SECOND MAXIMUM DATA RATE - P/N
980-4700-042 BFE/SPE

	 	[ * ]
	 	[ * ]
	3133B628B13
	 	FLIGHT COMPARTMENT PRINTER - GRAPHICS CAPABLE
(ARINC 744A) MULTIPORT THERMAL PRINTER WITH
ARINC 429 AND ETHERNET PORTS - INSTALLATION

	 	[ * ]
	 	[ * ]
	3135C174A06
	 	QUICK ACCESS RECORDER (QAR) - PENNY AND GILES
- WITH PCMCIA CARD - P/N D52000-64000 -
BFE/SPE

	 	[ * ]
	 	[ * ]
	3143-000013
	 	AIMS AIRPLANE MODIFIABLE (AMI) SOFTWARE -
INSTALLATION AFTER DELIVERY AND BEFORE FLYAWAY

	 	[ * ]
	 	[ * ]
	3143A068A03
	 	DUAL ELECTRONIC CHECKLIST DATABASE

	 	[ * ]
	 	[ * ]
	3143A207D22
	 	AIMS - SOFTWARE ACTIVATION - DISABLE ENTRY OF
GROSS WEIGHT ON ““PERF INIT”” PAGE

	 	[ * ]
	 	[ * ]
	3143C926A05
	 	AIRPLANE INFORMATION MANAGEMENT SYSTEM (AIMS)
- OPERATIONAL PROGRAM CONFIGURATION FILE
ACTIVATION - FLIGHT INFORMATION DATALINK
COMMUNICATIONS MENU - ARINC 623 AIR TRAFFIC
SERVICE MESSAGES

	 	[ * ]
	 	[ * ]
	3143C926A06
	 	AIRPLANE INFORMATION MANAGEMENT SYSTEM (AIMS)
- OPERATIONAL PROGRAM CONFIGURATION FILE
ACTIVATION - MAINTENANCE ENHANCEMENT PACKAGE

	 	[ * ]
	 	[ * ]
	3150A213A18
	 	AURAL ADVISORY OF ALTITUDE APPROACH - FLIGHT
DECK

	 	[ * ]
	 	[ * ]
	3151-000042
	 	FIREBELL AURAL WARNING - 1 SECOND ON, 9
SECONDS OFF

	 	[ * ]
	 	[ * ]
	3151-000046
	 	AUTOPILOT DISCONNECT - AURAL WARNING SIREN -
AURAL WARNING AND MASTER WARNING LIGHT
INHIBITED WHEN AUTOPILOT DISCONNECT SWITCH IS
DOUBLE PRESSED QUICKLY

	 	[ * ]
	 	[ * ]
	3151A065A47
	 	RESETTABLE OVERSPEED AURAL WARNING - SIREN

	 	[ * ]
	 	[ * ]
	3151A552C02
	 	TAKEOFF CONFIGURATION CHECK SWITCH - FORWARD
AISLE STAND PANEL

	 	[ * ]
	 	[ * ]
	3151C175A07
	 	FLIGHT MANAGEMENT COMPUTER (FMC) - CAUTION AND
WARNING SYSTEMS - ACTIVATION - TAKEOFF RUNWAY
DISAGREE ALERT

	 	[ * ]
	 	[ * ]






			
	 	 	 
	Supplemental Agreement No. 4
	 	 







 


Page 4 of 8 









 





					
	Exhibit A / A1 to
	 	 
	 	 
	Purchase Agreement No. 3157	 	 	 	 







	 	 	 	 	 	 	 
	 	 	 	 	2006$	 	2006$
	 	 	 	 	15 A/P’S	 	Block B A/C
	 	 	 	 	Price	 	Price
	CR	 	Title	 	Per A/C	 	Per A/C
	 	 	 
	 	 	 	 
	3161-000002
	 	DOOR SYNOPTIC AND EICAS MESSAGE - PASSENGER
DOOR SLIDE/RAFT ARMING HANDLE POSITION
INDICATION - AUTO, MANUAL AND AUTO/MANUAL
MESSAGES

	 	[ * ]
	 	[ * ]
	3161-000167
	 	ANNUNCIATION FOR LOSS OF RIGHT OR LEFT FMCS -

EICAS ADVISORY MESSAGE

	 	[ * ]
	 	[ * ]
	3161-000168
	 	FLIGHT DECK COMMUNICATIONS FUNCTION (FDCF)
AUTOMATIC RESET - ACTIVATION

	 	[ * ]
	 	[ * ]
	3161-000169
	 	ANNUNCIATION FOR SATELLITE VOICE COMMUNICATION
CAPABILITY  - EICAS

	 	[ * ]
	 	[ * ]
	3161-000170
	 	ANNUNCIATION FOR DATALINK AVAILABILITY  - EICAS

	 	[ * ]
	 	[ * ]
	3161A425A45
	 	VMO/MMO OVERSPEED EICAS STATUS MESSAGE AND VFE
OVERSPEED EICAS STATUS MESSAGE WITH FLAP/SLAT
POSITION SNAPSHOT - FLIGHT DECK

	 	[ * ]
	 	[ * ]
	3162-000022
	 	FLIGHT DIRECTOR COMMAND DISPLAY - SPLIT AXIS -
ADI

	 	[ * ]
	 	[ * ]
	3162-000030
	 	RISING RUNWAY - DISPLAYED ON THE ADI

	 	[ * ]
	 	[ * ]
	3162-000036
	 	LANDING ALTITUDE REFERENCE BAR - PRIMARY
FLIGHT DISPLAY

	 	[ * ]
	 	[ * ]
	3162-000040
	 	BARO MINIMUMS POINTER - DISPLAYED ON SELECTION
OF RADIO ALTITUDE MINMUMS - PRIMARY FLIGHT
DISPLAY

	 	[ * ]
	 	[ * ]
	3162-000044
	 	TCAS RESOLUTION ADVISORY - VSI

	 	[ * ]
	 	[ * ]
	3162-000051
	 	ILS LOCALIZER DEVIATION EXPANDED SCALE -

AUTOPILOT OR FLIGHT DIRECTOR MODE

	 	[ * ]
	 	[ * ]
	3162-000060
	 	MAP MODE ORIENTATION - HEADING UP - NAVIGATION
DISPLAY

	 	[ * ]
	 	[ * ]
	3162-000062
	 	GRID HEADING - NAVIGATION DISPLAY

	 	[ * ]
	 	[ * ]
	3162-000064
	 	RANGE ARCS - NAVIGATION DISPLAY

	 	[ * ]
	 	[ * ]
	3162-000084
	 	TCAS 3 NM RANGE RING - NAVIGATION DISPLAY

	 	[ * ]
	 	[ * ]
	3162-000211
	 	VREF AND SELECTED FLAP POSITION - PRIMARY
FLIGHT DISPLAY

	 	[ * ]
	 	[ * ]
	3162-000218
	 	GROUND SPEED - DISPLAYED BELOW AIRSPEED TAPE
WHEN MACH NUMBER IS NOT DISPLAYED - PRIMARY
FLIGHT DISPLAY

	 	[ * ]
	 	[ * ]
	3162C594A07
	 	NAVIGATION PERFORMANCE SCALES (NPS) AND
REQUIRED NAVIGATION PERFORMANCE (RNP)
ENHANCEMENTS - AIRPLANE INFORMATION MANAGEMENT
SYSTEM (AIMS) - PRIMARY FLIGHT DISPLAY AND
NAVIGATION DISPLAY

	 	[ * ]
	 	[ * ]
	3162C594A22
	 	PRIMARY FLIGHT DISPLAY - AIMS - VNAV SPEED
BAND - ENABLE

	 	[ * ]
	 	[ * ]
	3245B047A08
	 	BRAKES - CARBON - HIGH CAPACITY -
MESSIER-BUGATTI

	 	[ * ]
	 	[ * ]
	 
	3245B047A09
	 	WHEELS AND TIRES - MAIN LANDING GEAR - HIGH
GROSS WEIGHT WHEELS - MESSIER  - BUGATTI -
INSTALLATION WITH SFE 36 PR, 235 MPH RADIAL
TIRES

	 	[ * ]
	 	[ * ]







			
	 	 	 
	Supplemental Agreement No. 4
	 	 






 


Page 5 of 8 









 





					
	Exhibit A / A1 to
	 	 
	 	 
	Purchase Agreement No. 3157	 	 	 	 







	 	 	 	 	 	 	 
	 	 	 	 	2006$	 	2006$
	 	 	 	 	15 A/P’S	 	Block B A/C
	 	 	 	 	Price	 	Price
	CR	 	Title	 	Per A/C	 	Per A/C
	 	 	 
	 	 	 	 
	3245B047A10
	 	WHEELS AND TIRES - NOSE LANDING GEAR - WHEELS
- MESSIER - BUGATTI- INSTALLATION WITH SFE 32
PR, 235 MPH RADIAL TIRES

	 	[ * ]
	 	[ * ]
	3324C198A28
	 	PASSENGER INFORMATION SIGNS - NO SMOKING SIGN
- PERMANENT ILLUMINATION AND NO SMOKING FLIGHT
DECK SELECTOR SWITCH REMOVAL

	 	[ * ]
	 	[ * ]
	3430B721B13
	 	ILS/GPS MULTI-MODE RECEIVER (MMR) - GNSS
LANDING SYSTEM (GLS) - PARTIAL PROVISIONS FOR
GLS CAT I OPERATIONS

	 	[ * ]
	 	[ * ]
	3430B866A33
	 	ILS/GPS MULTI-MODE RECEIVER (MMR) - ROCKWELL
COLLINS - P/N 822-1821-001 - BFE/SPE

	 	[ * ]
	 	[ * ]
	3433-000032
	 	RADIO ALTIMETER (RA) - ROCKWELL INTERNATIONAL CORP - P/N 822-0334-002 - BFE/SPE

	 	[ * ]
	 	[ * ]
	3436C896A17
	 	HEAD-UP DISPLAY (HUD) - SPACE AND PARTIAL
WIRING PROVISIONS FOR COMMON HUD SYSTEM INSTALLATION WITH CONTROL DISPLAY UNIT
INTERFACE

	 	[ * ]
	 	[ * ]
	3436C896A18
	 	ENHANCED VISION SYSTEM (EVS) - SPACE AND
PARTIAL WIRING PROVISIONS WITH A COMMON HUD
SYSTEM PROVISIONS

	 	[ * ]
	 	[ * ]
	3436C896A19
	 	FEDEX - HEAD UP DISPLAY (HUD) SYSTEM -
EXPANDED WIRING, MOUNTING AND COOLING
PROVISIONS FOR HUD COMPUTER AND ENHANCED
FLIGHT VISION SYSTEM (EFVS) COMPUTER

	 	[ * ]
	 	[ * ]
	3443C739A02
	 	DUAL WEATHER RADAR SYSTEM - HONEYWELL
INTERNATIONAL INC. - MODEL RDR-4000 WEATHER
RADAR - INSTALLATION - BFE/SPE

	 	[ * ]
	 	[ * ]
	3443C739A03
	 	DUAL WEATHER RADAR CONTROL PANEL - RDR-4000
RADAR SYSTEM  - HONEYWELL P/N 930-6101-001 -
BFE/SPE

	 	[ * ]
	 	[ * ]
	 
	3445C594A55
	 	TCAS SYSTEM - ACSS TCAS COMPUTER P/N
9003500-10901 - TCAS CHANGE 7 COMPLIANT -
BFE/SPE

	 	[ * ]
	 	[ * ]
	3446-000049
	 	500 SMART CALLOUT INHIBITED

	 	[ * ]
	 	[ * ]
	3446C174A14
	 	ENHANCED GROUND PROXIMITY WARNING SYSTEM
(EGPWS) - BANK ANGLE CALLOUT (VARIABLE CALLOUT
BELOW 130 FT) - ENABLE

	 	[ * ]
	 	[ * ]
	3446C608F25
	 	GROUND PROXIMITY WARNING SYSTEM - MODE 6
ALTITUDE CALLOUTS - RADIO ALTIMETER AT 1000,
500, 100, 50, 40, 30, 20, 10 - ACTIVATION

	 	[ * ]
	 	[ * ]
	3451-000022
	 	VOR/MARKER BEACON - ROCKWELL RECEIVER P/N
822-0297-001 - BFE/SPE

	 	[ * ]
	 	[ * ]
	3453C608E39
	 	AUTOMATIC DEPENDENT SURVEILLANCE - BROADCAST
(ADS-B) - ADS-B GUIDANCE DISPLAY - PARTIAL
WIRING PROVISIONS

	 	[ * ]
	 	[ * ]
	3453C608E55
	 	AUTOMATIC DEPENDENT SURVEILLANCE - BROADCAST
(ADS-B) - CDTI ARINC 429 BUS WIRING BETWEEN
EFB AND TCAS PROCESSOR - PARTIAL WIRING
PROVISIONS

	 	[ * ]
	 	[ * ]







			
	 	 	 
	Supplemental Agreement No. 4
	 	 






 


Page 6 of 8 









 





					
	Exhibit A / A1 to
	 	 
	 	 
	Purchase Agreement No. 3157	 	 	 	 







	 	 	 	 	 	 	 
	 	 	 	 	2006$	 	2006$
	 	 	 	 	15 A/P’S	 	Block B A/C
	 	 	 	 	Price	 	Price
	CR	 	Title	 	Per A/C	 	Per A/C
	 	 	 
	 	 	 	 
	3453C896A24
	 	ATC SYSTEM - ACSS ATC TRANSPONDER P/N
7517800-11009 ELS/EHS/ES AND TCAS CHANGE 7
COMPLIANT - GABLES CONTROL PANEL P/N G7156-01-
BFE/SPE

	 	[ * ]
	 	[ * ]
	3453C898E41
	 	AIR TRAFFIC CONTROL TRANSPONDER SYSTEM -

TRAFFIC COLLISION AND AVOIDANCE SYSTEM (TCAS) 

AIRPLANE PERSONALITY MODULE WIRING PROVISIONS

	 	[ * ]
	 	[ * ]
	3455-000019
	 	DISTANCE MEASURING EQUIPMENT (DME) - ROCKWELL
INTERROGATOR P/N 822-0329-001 - BFE/SPE

	 	[ * ]
	 	[ * ]
	3457-000214
	 	AUTOMATIC DIRECTION FINDER (ADF) - DUAL SYSTEM
- ROCKWELL ADF-900 SERIES - ADF RECEIVER P/N
822-0299-001; ADF ANTENNA P/N 822-5404-003 -
BFE/SPE

	 	[ * ]
	 	[ * ]
	3461A031A07
	 	TAKE OFF 1 AND 2 DERATE PROMPTS IN FMC’S
THRUST LIMIT PAGE - DELETE

	 	[ * ]
	 	[ * ]
	3461A213A09
	 	FLIGHT MANAGEMENT COMPUTER SYSTEM (FMCS) -
NON-DIRECTIONAL RADIO BEACON (ADF) APPROACHES

	 	[ * ]
	 	[ * ]
	3461A213A10
	 	FMCS - ENHANCED FIX PAGE CAPABILITIES

	 	[ * ]
	 	[ * ]
	3461A213A12
	 	FLIGHT MANAGEMENT COMPUTER SYSTEM (FMCS)-
DISPLAY OF VERTICAL BEARING, FLIGHT PATH ANGLE
(FPA) AND VERTICAL SPEED

	 	[ * ]
	 	[ * ]
	3461A425A05
	 	FLIGHT MANAGEMENT COMPUTER SYSTEM (FMCS) -

RUNWAY DISTANCE AND OFFSET POSITION SHIFT IN 

UNITS OF FEET

	 	[ * ]
	 	[ * ]
	3461A425A08
	 	FLIGHT MANAGEMENT COMPUTER SYSTEM (FMCS) -
FLIGHT CREW ALERTNESS MONITORING - ENABLE

	 	[ * ]
	 	[ * ]
	3461A425A10
	 	FLIGHT MANAGEMENT COMPUTER SYSTEM (FMCS) -
NAVIGATION DATABASE - CUSTOMER SUPPLIED

	 	[ * ]
	 	[ * ]
	3461A425A23
	 	FLIGHT MANAGEMENT COMPUTER SYSTEM (FMCS)-
QUICK REFERENCE HANDBOOK (QRH) - TAKEOFF
SPEEDS- DISPLAYED

	 	[ * ]
	 	[ * ]
	3461C739A08
	 	FMCS - PROVIDE REQUIRED NAVIGATION PERFORMANCE
(RNP) VALUES WITH 0.3 NM APPROACH

	 	[ * ]
	 	[ * ]
	3511-000012
	 	REMOTE CREW OXYGEN FILL STATION

	 	[ * ]
	 	[ * ]
	3511B873B93
	 	CREW OXYGEN MASK - FULL FACE MASK WITH
BUILT-IN SMOKE GOGGLES - SECOND OBSERVER -
EROS - BFE/SPE

	 	[ * ]
	 	[ * ]
	 
	3511B873B94
	 	CREW OXYGEN MASK - FULL FACE MASK WITH
BUILT-IN SMOKE GOGGLES - FIRST OBSERVER -
EROS - BFE/SPE

	 	[ * ]
	 	[ * ]
	3511B873B95
	 	CREW OXYGEN MASKS - FULL FACE MASK WITH
BUILT-IN SMOKE GOGGLES - CAPTAIN AND FIRST
OFFICER - EROS - BFE/SPE

	 	[ * ]
	 	[ * ]
	3511C874C91
	 	SUPPLEMENTAL OXYGEN SYSTEM WITHIN CREW REST 

AND LAVATORY OF THE SUPERNUMERARY AREA

	 	[ * ]
	 	[ * ]
	3520-000197
	 	REMOTE PASSENGER OXYGEN FILL STATION

	 	[ * ]
	 	[ * ]
	3520C485C02
	 	QUICK DONNING OXYGEN MASKS - SUPERNUMERARY -
BFE/SPE

	 	[ * ]
	 	[ * ]






			
	 	 	 
	Supplemental Agreement No. 4
	 	 







 


Page 7 of 8 









 





					
	Exhibit A / A1 to
	 	 
	 	 
	Purchase Agreement No. 3157	 	 	 	 







	 	 	 	 	 	 	 
	 	 	 	 	2006$	 	2006$
	 	 	 	 	15 A/P’S	 	Block B A/C
	 	 	 	 	Price	 	Price
	CR	 	Title	 	Per A/C	 	Per A/C
	 	 	 
	 	 	 	 
	3520C874H46
	 	OXYGEN SYSTEM PROVISIONS TO SUPPORT EXTENDED 

OPERATIONAL CAPABILITY

	 	[ * ]
	 	[ * ]
	4610B872A04
	 	ELECTRONIC FLIGHT BAG (EFB) - INSTALLATION

	 	[ * ]
	 	[ * ]
	4610C164A11
	 	CUSTOMER UNIQUE ELECTRONIC FLIGHT BAG (EFB)
SOFTWARE INSTALLATION - AFTER DELIVERY AND
BEFORE FLYAWAY

	 	[ * ]
	 	[ * ]
	4610C398C10
	 	ELECTRONIC FLIGHT BAG (EFB) - CUSTOMER UNIQUE
SOFTWARE INSTALLATION - CUSTOMER WALK AND
CUSTOMER ACCEPTANCE FLIGHTS

	 	[ * ]
	 	[ * ]
	4610C594A09
	 	ELECTRONIC FLIGHT BAG (EFB) SYSTEM - AIRPLANE
INFORMATION MANAGEMENT SYSTEM (AIMS) -
ACTIVATION OF ARINC 724B ACARS INTERFACE

	 	[ * ]
	 	[ * ]
	4610C608C41
	 	ELECTRONIC FLIGHT BAG (EFB) INSTALLATION - E-
ETHERNET INTERFACE BETWEEN FLIGHT COMPARTMENT
PRINTER AND EFB’S RIGHT ELECTRONICS UNIT

	 	[ * ]
	 	[ * ]
	4610C608E37
	 	AIRPLANE GENERAL INFORMATION SYSTEMS - TWO
ETHERNET 10/100 BASE-T BUSES BETWEEN MAIN
EQUIPMENT CENTER AND SUPERNUMERARY OVERHEAD
STOWAGE COMPARTMENT - PARTIAL WIRING
PROVISIONS

	 	[ * ]
	 	[ * ]
	4610C896A31
	 	AIRPLANE GENERAL INFORMATION SYSTEMS - ONBOARD
NETWORK SYSTEM (ONS) - PARTIAL PROVISIONS

	 	[ * ]
	 	[ * ]
	4610C991B48
	 	AIRPLANE GENERAL INFORMATION SYSTEMS - ONBOARD
NETWORK SYSTEM (ONS) - NETWORK INTERFACE
PARTIAL PROVISIONS - FLIGHT COMPARTMENT
INTERFACE PORT

	 	[ * ]
	 	[ * ]
	4900-000016
	 	MUFFLER IN APU EXHAUST SYSTEM

	 	[ * ]
	 	[ * ]
	5250C896A20
	 	LOCKABLE RIGID CARGO BARRIER (RCB) DOORS

	 	[ * ]
	 	[ * ]
	7200-000412
	 	GE PROPULSION SYSTEM

	 	[ * ]
	 	[ * ]
	7200A519A02
	 	GENERAL ELECTRIC ENGINES - GE90-110B1L THRUST
RATING

	 	[ * ]
	 	[ * ]
	7430C164D94
	 	IGNITION SWITCHING - GENERAL ELECTRIC GE90
ENGINES - FLIGHT DECK - ENGINE CONTROL PANEL -
DELETION OF MANUAL SELECTION OF CONTINUOUS
IGNITION

	 	[ * ]
	 	[ * ]
	7900C483C85
	 	LUBRICATING OIL - BP2197

	 	[ * ]
	 	[ * ]
	 
	OPTIONS: 161
	 	TOTALS:

	 	[ * ]
	 	[ * ]






			
	 	 	 
	Supplemental Agreement No. 4
	 	 





 


Page 8 of 8 









 






	 	 	 
	 

	 	The Boeing Company
	 

	 	P.O. Box 3707
	 

	 	Seattle, WA 98124-2207






December 2, 2008

6-1162-RRO-1055




Federal Express Corporation

2955 Republican Drive

Memphis, TN 38118




	 	 	 
	Attention:

	 	Mr. Kevin Burkhart
	 

	 	Managing Director — Aircraft Acquisitions & Sales

	 
	 	 
	Subject:

	 	Notification for a Boeing 777 Boeing Converted Freighter (BCF) Proposal
	 
	 	 
	Reference:

	 	a)   Purchase Agreement 3157 between The Boeing Company (Boeing) and Federal Express Corporation
(Customer) relating to Model 777-FREIGHTER Aircraft (the Aircraft)

	 
	 	 
	 

	 	b)   Letter Agreement 6-1162-RCN-1798 “777 Boeing Converted
Freighter” between The Boeing Company (Boeing) and Federal Express
Corporation (Customer) relating to Model 777-FREIGHTER Aircraft (the
Aircraft)







Dear Mr. Burkhart:



[ * ]




If you have any questions, please contact me at your earliest convenience.



Sincerely,




THE BOEING COMPANY




/s/ RICHARD R. OCHS




Richard R. Ochs

Regional Director

Aircraft Contracts

Boeing Commercial Airplanes




 



 


 









 






	 	 	 
	 

	 	The Boeing Company
	 

	 	P.O. Box 3707
	 

	 	Seattle, WA 98124-2207






December 18, 2008

6-1162-RRO-1061




Federal Express Corporation

2955 Republican Drive

Memphis, TN 38118




	 	 	 
	Attention:

	 	Mr. Kevin Burkhart
	 

	 	Managing Director — Aircraft Acquisitions & Sales

	 
	 	 
	Subject:

	 	Revised Dollar-Day Totals
	 
	 	 
	Reference:

	 	A)  Letter Agreement 6-1162-RRO-1058 dated
December 12, 2008, between The Boeing Company
(Boeing) and Federal Express Corporation
(Customer) relating to Revised Payment Schedule
for certain Boeing Model 777-FREIGHTER Aircraft

	 
	 	 
	 

	 	B)  Supplemental Agreement No. 3 to Purchase Agreement 3157,
dated November 7, 2006, between The Boeing Company (Boeing) and Federal
Express Corporation (Customer) relating to Model 777-FREIGHTER Aircraft (the
Aircraft)







Dear Mr. Burkhart:



As advised in the reference A) Letter Agreement;




“...Credit was calculated by Boeing assuming a SA #3 execution date of 12/19/08. A different SA #3
execution date will result in an adjustment to the total dollar-day’s available.”



Since the actual execution date of SA #3 was December 15, 2008, Customer is entitled to an
additional four (4) days of dollar-day averaging for the credit generated by SA #3. The adjusted
dollar-day total for SA #3 is $[ * ].



Please note that the IAM Strike portion is unaffected by the earlier execution date and remains $[
* ].



If you have any questions, please contact me at your earliest convenience.



Sincerely,




/s/ RICHARD R. OCHS




THE BOEING COMPANY

Richard R. Ochs

Regional Director

Aircraft Contracts

Boeing Commercial Airplane



 


 









 





Delivery Notice and Excusable Delay

6-1162-RRO-1069




December 30, 2008

6-1162-RRO-1069




Federal Express Corporation

2955 Republican Drive

Memphis, TN 38118




	 	 	 
	Attention:

	 	Mr. Phillip Blum
	 

	 	Vice-President — Aircraft Acquisitions & Sales

	 
	 	 
	Subject:

	 	Delivery Notice and Excusable Delay
	 
	 	 
	Reference:

	 	Letter Dated November 4, 2008, Mr. Lyn Johnson to Mr.
Phil Blum, Notice of Resolution of the Labor Dispute with
International Association of Machinists and Aerospace Workers
(IAM)






Dear Mr. Blum,




As we advised in the reference letter, after conclusion of the IAM strike, Boeing has been
developing revised production schedules for delivery of aircraft scheduled for delivery from April
2009 onward. We hereby inform you that, due to the IAM strike, the aircraft noted below (Aircraft)
will be delayed beyond the contracted delivery month. As such, Boeing hereby gives notice of
Excusable Delay pursuant to AGTA-FED, Article 7 (Excusable Delay) dated November 7, 2006,
between Boeing and Federal Express Corporation which is incorporated by reference in Purchase
Agreement No. 3157, dated November 7, 2006, between Boeing and Federal Express Corporation
(Purchase Agreement).



	 	 	 	 	 	 	 	 	 
	 	 	Contract	 	 	Revised	 
	Model	 	Month	 	 	Month	 
	777F
	 	 	[ * ]	 	 	 	[ * ]	 
	777F
	 	 	[ * ]	 	 	 	[ * ]	 
	777F
	 	 	[ * ]	 	 	 	[ * ]	 
	777F
	 	 	[ * ]	 	 	 	[ * ]	 
	777F
	 	 	[ * ]	 	 	 	[ * ]	 






Boeing will resume providing contractual delivery notices based on the revised delivery months for
each of the Aircraft.


 


 









 






Delivery Notice and Excusable Delay

6-1162-RRO-1069




Aircraft escalation and advance payments will be addressed in the following manner:



Escalation




Notwithstanding the revised delivery months, calculation of the Escalation Adjustment for the
Aircraft will remain based on the delivery months set forth in Table 1 to the Purchase Agreement.



Advance Payments





	1.	 	All advance payments scheduled to be made from the start of the IAM strike will be adjusted
to reflect the revised delivery month.
	 
	2.	 	Boeing is currently developing the adjusted advance payment schedule which will be completed
in January 2009. Advance payments will not be required to be paid pending issuance of the
adjusted advance payment schedule.





Please contact me if you have any questions.



Very truly yours,




/s/ RICHARD R. OCHS




Richard R. Ochs

Regional Director

Contracts

Boeing Commercial Airplanes




cc: Paul Righi



 


 









 





6-1162-RCN-1798R1



Federal Express Corporation

3610 Hacks Cross

Memphis, TN 38125




	 	 	 
	Subject:

	 	777 Boeing Converted Freighter
	 
	 	 
	Reference:

	 	Purchase Agreement No. 3157 (the Purchase Agreement) between The
Boeing Company (Boeing) and Federal Express Corporation (Customer)
relating to Customer Model 777F aircraft (the Aircraft)






This letter agreement (Letter Agreement) amends and supplements the
Purchase Agreement. All terms used but not defined in this Letter
Agreement have the same meaning as in the Aircraft General Terms Agreement
No. AGTA-FED (the AGTA).



[ * ]




	9.0	 	Confidential Treatment.
	 
	 	 	Customer understands that certain commercial and financial
information contained in this Letter Agreement /and attachment(s)
hereto 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
information contained herein to any other person or entity.





P.A. No. 3157 (SA # 4)

777BCF




 









 


 









 










Federal Express Corporation

6-1162-RCN-1798R1

Supplemental Agreement No. 4

Page 2




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/ RICHARD R. OCHS
 

	 	 
	 
	Its Attorney-In-Fact	 	 






ACCEPTED AND AGREED TO this



Date: January 9, 2009



FEDERAL EXPRESS CORPORATION



	 	 	 	 	 
	By

	 	/s/ PHILLIP C. BLUM
 

	 	 
	 
	Its Vice President — Aircraft Acquisitions/SAO	 	 







P.A. No. 3157 (SA # 4)

777BCF




 



 


 









 





6-1162-RRO-1062




Federal Express Corporation

3610 Hacks Cross

Memphis TN 38125




	 	 	 
	Subject:

	 	Option Aircraft
	 
	 	 
	Reference:

	 	Purchase Agreement 3157 (the Purchase Agreement) between The
Boeing Company (Boeing) and Federal Express Corporation
(Customer) relating to Model 777-FREIGHTER aircraft (the
Aircraft)






This Letter Agreement amends the Purchase Agreement. All terms used but not defined in this Letter
Agreement have the same meaning as in the Purchase Agreement.



Subject to Customer’s exercise of the options granted hereunder, Boeing agrees to manufacture and
sell to Customer additional Model 777-FREIGHTER aircraft as Aircraft. The delivery months, number
of aircraft, Advance Payment Base Price per aircraft and advance payment schedule are listed in the
Attachment to this Letter Agreement. The Airframe Price shown includes the Engine Price.



1. Aircraft Description and Changes




1.1 Option Aircraft Description: The Option Aircraft are described by the Detail
Specification listed in the Attachment.



1.2 Changes: The Detail Specification of the Option Aircraft will be D019W007FED7F-1,
Rev NEW, as revised to reflect:




	 	(i)	 	Changes that have been made to the Detail
Specification of Customer’s Aircraft under the Purchase Agreement
between the date of this letter and the time of Customer’s exercise of
each option;
	 
	 	(ii)	 	Changes required to obtain required regulatory
certificates; and
	 
	 	(iii)	 	Changes mutually agreed upon.





1.3 [ * ]



P.A. No. 3157 (SA # 4)

Option_Aircraft




 



 


 









 





6-1162-RRO-1062

Page 2




2. Price




2.1 The pricing elements of the Option Aircraft are listed in the Attachment.



2.2 Price Adjustments.



2.2.1 Changes. The price of the Option Aircraft will be adjusted to reflect changes
discussed in paragraph 1.2 above, provided that the price for changes in 1.2 (ii) are subject to
the terms of Section 3.2.2 of the AGTA [ * ].



2.2.2 Optional Features. Unless otherwise agreed by the parties, the Option Aircraft
will contain the same Optional Features shown in Exhibit A to the Purchase Agreement, and the price
of such Optional Features is shown in the Attachment hereto.



2.2.3 Escalation Adjustments. The Airframe Price and the price of Optional Features
for Option Aircraft will be escalated on the same basis as the Aircraft.



3. Payment.



3.1 [ * ]



3.2 Following option exercise, advance payments in the amounts and at the dates pursuant to
the appropriate advance payment schedule as set forth in the Attachment will be payable for the
Option Aircraft. The remainder of the Aircraft Price for the Option Aircraft will be paid at the
time of delivery.



4. Option Exercise.



4.1 Customer may exercise an option by giving written notice to Boeing on or before the date [
* ] prior to the delivery dates listed in the Attachment (Option Exercise Date). Upon option
exercise, Boeing will have the right to adjust the scheduled delivery by [ * ].



4.2 [ * ]



P.A. No. 3157 (SA # 4)

Option_Aircraft




 



 


 









 





6-1162-RRO-1062

Page 3




5. Contract Terms.



Boeing and Customer will use their best efforts to amend the definitive agreement to add the
exercised Option Aircraft as an Aircraft within 30 days following option exercise.



Confidential Treatment. Customer understands that certain 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 information contained herein to any other person or entity.



Very truly yours,



THE BOEING COMPANY



	 	 	 	 	 
	By

	 	/s/ RICHARD R. OCHS
 

	 	 






Its Attorney-In-Fact



ACCEPTED AND AGREED TO this



Date: January 9, 2009



FEDERAL EXPRESS CORPORATION



	 	 	 	 	 
	By

	 	/s/ PHILLIP C. BLUM
 

	 	 






Its Vice President — Aircraft Acquisitions/SAO



Attachment




P.A. No. 3157 (SA # 4)

Option_Aircraft




 




 


 









 







Attachment to

Letter 6-1162-RRO-1062

Option Aircraft Delivery, Description, Price and Advance Payments




	 	 	 	 	 	 	 
	Airframe Model/MTOW:
	 	777-Freighter	 	766000  pounds
	 
	 	 	 	 	 	 
	Engine Model/Thrust:
	 	GE90-110B1L	 	110100  pounds
	 
	 	 	 	 	 	 
	Airframe Price:
	 	 	 	 	[ *  ]	 
	 
	 	 	 	 	 	 
	Optional Features:
	 	 	 	 	[ *  ]	 
	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	Sub-Total of Airframe and Features:
	 	 	 	 	[ *  ]	 
	 
	 	 	 	 	 	 
	Engine Price (Per Aircraft):
	 	 	 	$	0	 
	 
	 	 	 	 	 	 
	Aircraft Basic Price (Excluding BFE/SPE):
	 	 	 	 	[ *  ]	 
	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	Buyer Furnished Equipment (BFE) Estimate:
	 	 	 	 	[ *  ]	 
	 
	 	 	 	 	 	 
	Seller Purchased Equipment (SPE) Estimate:
	 	 	 	$	0	 
	 
	 	 	 	 	 	 
	Deposit/Aircraft at Def Agreemt:
	 	 	 	 	[ *  ]	 






	 	 	 	 	 	 
	Detail Specification:

	 	D019W007FED7F-1, Rev NEW
	 	 	 
	Airframe Price Base Year/Escalation Formula:

	 	Jul-08
	 	ECI-MFG/CPI	 
	 
	 	 	 	 	 
	Engine Price Base Year/Escalation Formula:

	 	N/A
	 	N/A	 







	 	 	 	 	 
	Airframe Escalation Data:
	 	 	103.1	 
	 
	Base Year Index (ECI):
	 	 	103.1	 
	 
	 	 	 	 
	Base Year Index (CPI):
	 	 	208.2	 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):	 
	 	 	 	 	 	 	Escalation	 	 	Escalation Estimate	 	 	Balance At Option	 	 	 	 	 	 	 	 	 	 
	 	 	Number of	 	 	Factor	 	 	Adv Payment Base	 	 	Exercise	 	 	24 Mos.	 	 	21/18/15/12/9/6 Mos.	 	 	Total	 
	Delivery Date	 	Aircraft	 	 	(Airframe)	 	 	Price Per A/P	 	 	1%	 	 	4%	 	 	5%	 	 	35%	 
	[ * ]
	 	 	1	 	 	 	1.1461	 	 	 	[ * ]	 	 	 	[ * ]	 	 	 	[ * ]	 	 	 	[ * ]	 	 	 	[ * ]	 
	[ * ]
	 	 	1	 	 	 	1.152	 	 	 	[ * ]	 	 	 	[ * ]	 	 	 	[ * ]	 	 	 	[ * ]	 	 	 	[ * ]	 
	[ * ]
	 	 	1	 	 	 	1.1673	 	 	 	[ * ]	 	 	 	[ * ]	 	 	 	[ * ]	 	 	 	[ * ]	 	 	 	[ * ]	 
	[ * ]
	 	 	1	 	 	 	1.1713	 	 	 	[ * ]	 	 	 	[ * ]	 	 	 	[ * ]	 	 	 	[ * ]	 	 	 	[ * ]	 
	[ * ]
	 	 	1	 	 	 	1.1981	 	 	 	[ * ]	 	 	 	[ * ]	 	 	 	[ * ]	 	 	 	[ * ]	 	 	 	[ * ]	 
	[ * ]
	 	 	1	 	 	 	1.2026	 	 	 	[ * ]	 	 	 	[ * ]	 	 	 	[ * ]	 	 	 	[ * ]	 	 	 	[ * ]	 
	[ * ]
	 	 	1	 	 	 	1.2299	 	 	 	[ * ]	 	 	 	[ * ]	 	 	 	[ * ]	 	 	 	[ * ]	 	 	 	[ * ]	 






			
	 	 	 
	 

 
	 	Supplemental Agreement No. 4
Page 1






 


 









 





Attachment to

Letter 6-1162-RRO-1062

Option Aircraft Delivery, Description, Price and Advance Payments




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):	 
	 	 	 	 	 	 	Escalation	 	 	Escalation Estimate	 	 	Balance At Option	 	 	 	 	 	 	 	 	 	 
	 	 	Number of	 	 	Factor	 	 	Adv Payment Base	 	 	Exercise	 	 	24 Mos.	 	 	21/18/15/12/9/6 Mos.	 	 	Total	 
	Delivery Date	 	Aircraft	 	 	(Airframe)	 	 	Price Per A/P	 	 	1%	 	 	4%	 	 	5%	 	 	35%	 
	[ * ]
	 	 	1	 	 	 	1.235	 	 	 	[ * ]	 	 	 	[ * ]	 	 	 	[ * ]	 	 	 	[ * ]	 	 	 	[ * ]	 
	[ * ]
	 	 	1	 	 	 	1.2619	 	 	 	[ * ]	 	 	 	[ * ]	 	 	 	[ * ]	 	 	 	[ * ]	 	 	 	[ * ]	 
	[ * ]
	 	 	1	 	 	 	1.2664	 	 	 	[ * ]	 	 	 	[ * ]	 	 	 	[ * ]	 	 	 	[ * ]	 	 	 	[ * ]	 
	[ * ]
	 	 	1	 	 	 	1.2954	 	 	 	[ * ]	 	 	 	[ * ]	 	 	 	[ * ]	 	 	 	[ * ]	 	 	 	[ * ]	 
	[ * ]
	 	 	1	 	 	 	1.2998	 	 	 	[ * ]	 	 	 	[ * ]	 	 	 	[ * ]	 	 	 	[ * ]	 	 	 	[ * ]	 
	[ * ]
	 	 	1	 	 	 	1.3215	 	 	 	[ * ]	 	 	 	[ * ]	 	 	 	[ * ]	 	 	 	[ * ]	 	 	 	[ * ]	 
	[ * ]
	 	 	1	 	 	 	1.3238	 	 	 	[ * ]	 	 	 	[ * ]	 	 	 	[ * ]	 	 	 	[ * ]	 	 	 	[ * ]	 
	[ * ]
	 	 	1	 	 	 	1.3444	 	 	 	[ * ]	 	 	 	[ * ]	 	 	 	[ * ]	 	 	 	[ * ]	 	 	 	[ * ]	 






			
	 	 	 
	 

 
	 	Supplemental Agreement No. 4
Page 2






 


 









 





6-1162-RRO-1065




Federal Express Corporation

3610 Hacks Cross

Memphis TN 38125




	 	 	 
	Subject:

	 	Aircraft Performance Guarantees for Block B Aircraft
	 
	 	 
	Reference:

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






This letter agreement (Letter Agreement) 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.



Boeing agrees to provide Customer with the performance guarantees in
the Attachment. [ * ]



Customer agrees not to disclose this Letter Agreement, attachments,
or any other information related to this Letter Agreement without
prior written consent by Boeing.



Very truly yours,



THE BOEING COMPANY



	 	 	 	 	 
	By

	 	/s/ RICHARD R. OCHS
 

	 	 







	Its Attorney-In-Fact





ACCEPTED AND AGREED TO this



Date: January 9, 2009



FEDERAL EXPRESS CORPORATION



	 	 	 	 	 
	By

	 	/s/ PHILLIP C. BLUM
 

	 	 







	Its Vice President — Aircraft Acquisitions/SAO





P.A. No. 3157 (SA # 4)

Performance_Guarantees




 




 


 











 




Attachment to Letter Agreement

No. 6-1162-RRO-1065

GE90-110B1L Engines

Page 1




MODEL 777 FREIGHTER PERFORMANCE GUARANTEES




FOR FEDERAL EXPRESS CORPORATION




	 	 	 	 	 	 	 
	SECTION	 	CONTENTS	 	 	 	 
	 
	 	 	 	 	 	 
	1
	 	AIRCRAFT MODEL APPLICABILITY	 	 	 	 
	 
	 	 	 	 	 	 
	2
	 	FLIGHT PERFORMANCE	 	 	 	 
	 
	 	 	 	 	 	 
	3
	 	MANUFACTURER'S EMPTY WEIGHT	 	 	 	 
	 
	 	 	 	 	 	 
	4
	 	AIRCRAFT CONFIGURATION	 	 	 	 
	 
	 	 	 	 	 	 
	5
	 	GUARANTEE CONDITIONS	 	 	 	 
	 
	 	 	 	 	 	 
	6
	 	GUARANTEE COMPLIANCE	 	 	 	 
	 
	 	 	 	 	 	 
	7
	 	EXCLUSIVE GUARANTEES	 	 	 	 






P.A. No. 3157

AERO-B-BBA4-M06-1225D



 


 









 





Attachment to Letter Agreement

No. 6-1162-RRO-1065

GE90-110B1L Engines

Page 2




[ * ]




P.A. No. 3157

AERO-B-BBA4-M06-1225D



 


 









 





6-1162-RRO-1066




Federal Express Corporation

3610 Hacks Cross

Memphis TN 38125




	 	 	 
	Subject:

	 	Special Matters for Block B Aircraft
	 
	 	 
	Reference:

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






This letter agreement (Letter Agreement) 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.



[ * ]




7. 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.



[ * ]



P.A. No. 3157 (SA # 4)




 






 


 









 







6-1162-RRO-1066

Page 2




12. PUBLIC ANNOUNCEMENT




Notwithstanding the terms in the Purchase Agreement, neither Party shall in any manner
advertise or make any public statement regarding Customer’s purchase of the Block B Aircraft
without the prior written consent of the other Party. Neither Party shall disclose any details of
this Agreement to any third party except as may be authorized in writing by an authorized officer
of the other Party.



Confidential Treatment. Customer understands that certain commercial and financial
information contained in this Letter Agreement /and attachment(s) hereto 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 information contained herein to any other person or entity.



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/ RICHARD R. OCHS
 

	 	 






Its Attorney-In-Fact




ACCEPTED AND AGREED TO this




Date: January 9, 2009




FEDERAL EXPRESS CORPORATION




	 	 	 	 	 
	By

	 	/s/ PHILLIP C. BLUM
 

	 	 






Its Vice President — Aircraft Acquisitions/SAO




P.A. No. 3157 (SA # 4)




 




 


 









 







6-1162-RRO-1067




Federal Express Corporation

3610 Hacks Cross

Memphis TN 38125




	 	 	 
	Subject:

	 	Special Matters for Options as detailed in Letter Agreement 6-1162-RRO-1062






	 	 	 
	Reference:

	 	A) Purchase Agreement No. 3157 (the Purchase
Agreement) between The Boeing Company
(Boeing) and Federal Express Corporation
(Customer) relating to Model 777-FREIGHTER
aircraft (the Aircraft)
	 
	 	 
	 

	 	B) Letter Agreement 6-1162-RRO-1062 Option Aircraft






This letter agreement (Letter Agreement) 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.




[ * ]



6. 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.



[ * ]



P.A. No. 3157 (SA # 4)




 






 


 









 







6-1162-RRO-1067

Page 2




11. PUBLIC ANNOUNCEMENT




Notwithstanding the terms in the Purchase Agreement, neither Party shall in any manner
advertise or make any public statement regarding Customer’s purchase of the Option Aircraft without
the prior written consent of the other Party. Neither Party shall disclose any details of this
Agreement to any third party except as may be authorized in writing by an authorized officer of the
other Party.



Confidential Treatment. Customer understands that certain commercial and financial
information contained in this Letter Agreement /and attachment(s) hereto 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 information contained herein to any other person or entity.



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/ RICHARD R. OCHS
 

	 	 






Its Attorney-In-Fact




ACCEPTED AND AGREED TO this




Date: January 9, 2009




FEDERAL EXPRESS CORPORATION




	 	 	 	 	 
	By

	 	/s/ PHILLIP C. BLUM
 

	 	 






Its Vice President — Aircraft Acquisitions/SAO



P.A. No. 3157 (SA # 4)




 



 


 









 





The Boeing Company

P.O. Box 3707

Seattle, WA 98124-2207




January 9, 2009

6-1162-RRO-1068




Federal Express Corporation

3610 Hacks Cross

Memphis, TN 38125




	 	 	 
	Subject:

	 	Special Provision — Block B Aircraft






	 	 	 
	Reference:

	 	Purchase Agreement 3157 (the Purchase Agreement) between
The Boeing Company (Boeing) and Federal Express Corporation
(Customer) relating to Model 777-FREIGHTER aircraft (the
Aircraft)






This letter agreement (Letter Agreement) 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.



[*]


P.A. No. 3157 (SA # 4)




 


 









 







Federal Express Corporation

6-1162-RRO-1068

January 9, 2009

Page 2




[*]


Very Truly Yours,



THE BOEING COMPANY



/s/ RICHARD R. OCHS




Richard R. Ochs

Regional Director

BCA Contracts

Telephone: 206-766-2256

Email: richard.r.ochs@boeing.com

Mail Code: 21-43




Agreed and Accepted



date: January 9, 2009



FEDERAL EXPRESS CORPORATION



	 	 	 	 	 
	Signature:

	 	/s/ PHILLIP C. BLUM
 

	 	 






Printed name: Phillip C. Blum




Title: Vice President — Aircraft Acquisitions/GAO




PA No. 3157 (SA # 4)





 


 









 







The Boeing Company

P.O. Box 3707

Seattle, WA 98124-2207




January 9, 2009

6-1162-RRO-1070




Federal Express Corporation

2955 Republican Drive

Memphis, TN 38118





	 	 	 
	Attention:
	 	 Mr. Kevin Burkhart

Managing Director — Aircraft Acquisitions & Sales


	 
	 	 
	Subject:

	 	Aircraft with Delivery Month of August 2010 (MSN 37728)
	 
	 	 
	Reference:

	 	A) Letter 6-1162-RRO-1069 dated December 30, 2008, to Mr.
Phil Blum of Federal Express Corporation (Customer)
relating to Notice of Excusable Delay for certain Boeing
Model 777-FREIGHTER Aircraft
	 
	 	 
	 

	 	B) Purchase Agreement 3157 (Purchase Agreement), dated
November 7, 2006, between The Boeing Company (Boeing) and Federal Express
Corporation (Customer) relating to Model 777-FREIGHTER Aircraft (the
Aircraft)






Dear Mr. Burkhart:



Per reference A) Letter, Boeing has advised Customer of a “Notice of Excusable Delay”, for the
subject Aircraft and that the revised delivery month for the subject Aircraft will be October 2010.
[ * ]



If you have any questions, please contact me at your earliest convenience.



Sincerely,




/s/ RICHARD R. OCHS




THE BOEING COMPANY

Richard R. Ochs

Regional Director

Aircraft Contracts

Boeing Commercial Airplane




 





 


 









 







The Boeing Company

P.O. Box 3707

Seattle, WA 98124-2207




January 9, 2009

6-1162-RRO-1071




Federal Express Corporation

2955 Republican Drive

Memphis, TN 38118







	 	 	 	 	 
	Attention:
	 	Mr. Kevin Burkhart

Managing Director — Aircraft Acquisitions & Sales


	 
	 	 	 	 
	Subject:	 	Dollar-Day Total (Aircraft # 7 and # 8)
	 
	 	 	 	 
	Reference:

	 	A)
	 	Letter Agreements 6-1162-RRO-1058 and 6-1162-RRO-1061
between The Boeing Company (Boeing) and Federal Express Corporation (Customer) relating to Revised Payment Schedule
for certain Boeing Model 777-FREIGHTER Aircraft
	 
	 	 	 	 
	 

	 	B)
	 	Letter Agreement 6-1162-RRO-1069 “Delivery Notice and
Excusable Delay” between The Boeing Company (Boeing) and Federal
Express Corporation (Customer) relating to Revised Payment Schedule for certain
Boeing Model 777-FREIGHTER Aircraft
	 
	 	 	 	 
	 

	 	C)
	 	Supplemental Agreement No. 3 to Purchase Agreement 3157,
dated November 7, 2006, between The Boeing Company (Boeing) and Federal
Express Corporation (Customer) relating to Model 777-FREIGHTER Aircraft (the
Aircraft)






Dear Mr. Burkhart:



As advised in the reference B) Letter Agreement, five (5) Aircraft have been subject to “Excusable
Delay” as a result of the recent Boeing IAM Strike. Boeing and Customer agree that only three (3)
of the Aircraft [ * ] affected by this “Excusable Delay” have been accounted for in the
dollar-day totals in the referenced A) Letter Agreements.



Thus, Boeing acknowledges that the dollar-day total for the other two (2) Aircraft [ * ] as a
result of the recent IAM Strike, and not previously accounted for, is $[ * ].



If you have any questions, please contact me at your earliest convenience.



Sincerely,




	 	 	 
	/s/ RICHARD R. OCHS
 


	 	 






THE BOEING COMPANY

Richard R. Ochs

Regional Director

Aircraft Contracts

Boeing Commercial Airplane




 





 


 









 







January 9, 2009

6-1162-RRO-1073R1




Federal Express Corporation

2955 Republican Drive

Memphis, TN 38118









	 	 	 
	Attention:
	 	Mr. Kevin Burkhart

Managing Director — Aircraft Acquisitions & Sales


	 
	 	 
	Subject:

	 	Dollar-Day Total [Aircraft MSNs 37730 (#10) and 37731 (#11)]
	 
	 	 
	Reference:

	 	Supplemental Agreement No. 4 to Purchase Agreement 3157, dated November 7, 2006, between The Boeing Company
(Boeing) and Federal Express Corporation (Customer) relating to Model 777-FREIGHTER Aircraft (the Aircraft)






This Letter supersedes and cancels Letter 6-1162-RRO-1073 dated January 9, 2009. For your
convenience, all changes have been bolded.



Dear Mr. Burkhart:



As a result of Supplemental Agreement No. 4 the scheduled delivery months for the two (2) subject
Aircraft have moved from [ * ] to [ * ] and from [ * ] to [ * ], respectively, which results in
Customer having pre-paid advance payments for the subject Aircraft in the amount of $[ * ]. Such
amount will be retained by Boeing and will continue to be treated under the Purchase Agreement as
advance payments, except that Boeing will apply such amount, in whole or in part, to future advance
payment(s) by Customer becoming due under the Purchase Agreement subsequent to the date of
Supplemental Agreement No. 4, as directed by Customer.



If you have any questions, please contact me at your earliest convenience.



Sincerely,




	 	 	 
	/s/ RICHARD R. OCHS
 


	 	 






THE BOEING COMPANY

Richard R. Ochs

Regional Director

Aircraft Contracts

Boeing Commercial Airplane



 


 









 





[FedEx letterhead]




January 12, 2009




VIA FACSIMILE (425) 237-1706




Boeing Commercial Airplanes

1901 Oakesdale Avenue S.W.

Seattle, Washington 98055

U.S.A.




	 	 	 
	Attention:

	 	Lyn A. Johnson, Vice President — Contracts
	 

	 	Mail Code 21-34






	 	 	 
	Re:

	 	Supplemental Agreement No. 4 to Purchase Agreement No. 3157 between The Boeing Company and
Federal Express Corporation Relating to Boeing Model 777-FREIGHTER Aircraft (“Supplemental
Agreement”)






Dear Mr. Johnson:



Pursuant to Paragraph 14 of the Supplemental Agreement, Federal Express Corporation hereby
confirms to The Boeing Company that it received approval on January 12, 2009, from the board of
directors of its parent company, FedEx Corporation, for the transactions contemplated in the
Supplemental Agreement. Accordingly, the Supplemental Agreement shall be deemed effective as of
January 12, 2009.




Please do not hesitate to contact me should you have any questions.



	 	 	 	 	 
	 	Very truly yours,

FEDERAL EXPRESS CORPORATION

 	 
	 	/s/  WILLIAM S. MORRIS
 	 
	 	William S. Morris 	 
	 	Senior Attorney 	 



	 	 	 
	cc:

	 	Kevin Schemm, VP of Americas Sales,
The Boeing Company

Richard R. Ochs, Regional Director, The Boeing Company

Paul Righi, Sales Director, The Boeing Company

Cary S. Blancett, VP Business Transactions, FedEx Express

Phillip C. Blum, VP Aircraft Acquisitions/SAO, FedEx Express

Kevin A. Burkhart, Managing Director A/C Acq. & Sales, FedEx Express