EXHIBIT
10.2


 


AMENDMENT NO. 1


TO THE AIRBUS A380-800F
PURCHASE AGREEMENT


DATED AS OF JULY 12, 2002


 


BETWEEN


 


AVSA, S.A.R.L.


 


AND


 


FEDERAL EXPRESS
CORPORATION


 


This Amendment No.1 (hereinafter referred to as the “Amendment”)
is entered into as of December 20, 2005 between AVSA, S.A.R.L., a société à
responsabilité limitée organized and existing under the laws of the Republic of
France, having its registered office located at 2, Rond-Point Maurice Bellonte,
31700 Blagnac, France (hereinafter referred to as the “Seller”), and Federal
Express Corporation, a corporation organized and existing under the laws of the
State of Delaware, United States of America, having its principal corporate
offices located at 3610 Hacks Cross Road, Memphis, TN 38125 USA (hereinafter
referred to as the “Buyer”).


 


WITNESSETH


 


WHEREAS, the Buyer and the Seller entered into an A380-800F Purchase
Agreement, dated as of July 12, 2002, relating to the sale by the Seller and
the purchase by the Buyer of certain Airbus A380-800F aircraft (the “Aircraft”),
including ten (10) option aircraft (the “Option Aircraft”), which, together
with all Exhibits, Appendixes and Letter Agreements attached thereto is
hereinafter called the “Agreement.”


 


WHEREAS the Seller and the Buyer have agreed to reschedule [ * ] of the
Aircraft for good and final consideration described herein [  *  ].


 


NOW, THEREFORE, IT IS AGREED AS FOLLOWS


 


1.                                      DEFINITIONS 


 


1.1                                 Capitalized terms used herein and not
otherwise defined herein will have the meanings assigned to them in the
Agreement. The terms “herein,” “hereof” and “hereunder” and words of similar
import refer to this Amendment.


 










*                                         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.


 


1





















 


2.                                      DELIVERY


 


2.1                                 The parties hereby agree to reschedule
[  * 
]:


 


[  *  ]


 


The [  *  ] are henceforth referred to individually as
the [  * 
].


 


2.2                                 [ 
*  ], Clause 9.1.1 of the
Agreement is deleted in its entirety and replaced with the following quoted
text:


 


QUOTE


 


9.1.1                        Subject to Clauses 2, 7, 8, 10 and 18,
the Seller will have the Aircraft Ready for Delivery at the Delivery Location
within the following months (each a “Scheduled Delivery Month”).


 




	
  Firm Aircraft No.

  	
   

  	
  Month/Year of Delivery

  
	
  1

  	
   

  	
  [
  * ]

  
	
  2

  	
   

  	
  [
  * ]

  
	
  3

  	
   

  	
  [
  * ]

  
	
  4

  	
   

  	
  [
  * ]

  
	
  5

  	
   

  	
  [
  * ]

  
	
  6

  	
   

  	
  [
  * ]

  
	
  7

  	
   

  	
  [
  * ]

  
	
  8

  	
   

  	
  [
  * ]

  
	
  9

  	
   

  	
  [
  * ]

  
	
  10

  	
   

  	
  [
  * ]

  






 










*                                         Blank spaces contained confidential
information which has been filed separately with the Securities and Exchange
Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as
amended.


 


2





















 


 




	
  Option Aircraft No.

  	
   

  	
  Month/Year of Delivery

  
	
  11

  	
   

  	
  [
  * ]

  
	
  12

  	
   

  	
  [
  * ]

  
	
  13

  	
   

  	
  [
  * ]

  
	
  14

  	
   

  	
  [
  * ]

  
	
  15

  	
   

  	
  [
  * ]

  
	
  16

  	
   

  	
  [
  * ]

  
	
  17

  	
   

  	
  [
  * ]

  
	
  18

  	
   

  	
  [
  * ]

  
	
  19

  	
   

  	
  [
  * ]

  
	
  20

  	
   

  	
  [
  * ]

  






 


2.3                                 Without prejudice to any of the
provisions of the Agreement, with respect to [ 
*  ] with the Scheduled Delivery
Month of [  *  ], the parties will make reasonable efforts
to complete the Technical Acceptance Process by [  *  ].


 


UNQUOTE


 


2.4                                 With respect only to the [  *  ]:


 


[  *  ]


 










*                                         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.


 


3





















 


3.                                      CONSIDERATION


 


3.1                                 In
consideration of the rescheduling described in Paragraph 2 above, the Seller
agrees [  *  ]:


 


[  *  ]


 










*                                         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.


 


4





















 


 


4.                                      EFFECT OF THE AMENDMENT


 


The Agreement will be deemed amended to the extent
herein provided, and, except as specifically amended hereby, will continue in
full force and effect in accordance with its original terms. This Amendment
supersedes any previous understandings, commitments or representations
whatsoever, whether oral or written, related to the subject matter of this
Amendment.


 


Both parties agree that this Amendment will constitute
an integral, nonseverable part of the Agreement and be governed by its
provisions, except that if the Agreement and this Amendment have specific
provisions that are inconsistent, the specific provisions contained in this
Amendment will govern.


 


5.                                    CONFIDENTIALITY


 


This Amendment is subject to the confidentiality
provisions set forth in Clause 22.7 of the Agreement.


 


6.                                      ASSIGNMENT


 


Notwithstanding any other provision of this Amendment
or of the Agreement, this Amendment will not be assigned or transferred in any
manner without the prior written consent of the Seller, and any attempted
assignment or transfer in contravention of the provisions of this Paragraph 6
will be void and of no force or effect.


 


5





















 


7.                                    COUNTERPARTS


 


This Amendment may be
executed by the parties hereto in separate counterparts, each of which when so
executed and delivered will be an original, but all such counterparts will
together constitute but one and the same instrument.


 


6





















 


IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers or agents on the date first above
written.


 


 


 


 


	
   

  	
  AVSA, S.A.R.L.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ MARIE-PIERRE MERLE-BERAL

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Marie-Pierre Merle-Beral

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Its: Chief Executive Officer

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  FEDERAL EXPRESS CORPORATION

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ PHILLIP C. BLUM

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Phillip C. Blum

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Its: Vice President

  	
   

  	
   

  



 


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