Exhibit 10.1





Exhibit 10.1




Supplemental Agreement No. 9




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 18th day of June, 2010, by and
between THE BOEING COMPANY (Boeing) and FEDERAL EXPRESS CORPORATION (Customer);



WITNESSETH:




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);



WHEREAS, the parties entered into an Aircraft General Terms Agreement, dated November 7, 2006,
as incorporated by reference into the Purchase Agreement (AGTA);



WHEREAS, Customer anticipates, pursuant to that certain Purchase Agreement Assignment between
[ * ] and Customer (Assignment Agreement), taking delivery from Boeing of one (1) new Boeing model
777-F aircraft with manufacturing serial number [ * ]; and



WHEREAS, Boeing and Customer desire that, for the purposes of post-delivery support and
operation, [ * ].





	 	 	 
	*	 	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.




			
	 	 	 
	P.A. 3157

Supplemental Agreement #9
	S9-1 	 






 


 









 





Supplemental Agreement 9 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.



[ * ]




8. Effectiveness.




Except with respect to matters, rights, obligations, mutual covenants and entitlements expressed
herein pertaining to pre-delivery matters, the matters, rights, obligations, mutual covenants and
entitlements of Boeing and Customer shall be effective upon Customer taking title to [ * ]. Should
Customer not take title to [ * ], for any reason, the matters, rights, obligations, mutual
covenants and entitlements of Boeing and Customer set forth in this Supplemental Agreement shall be
cancelled and become null and void except for any Service Agreement(s) that were executed amongst [
* ] and Customer.



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: 	 	 VP, Aircraft Acquisitions & SAO	 	 
	 

	 	 
	 	 	 	 	 	 	 	 








	 	 	 
	*	 	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.




			
	 	 	 
	P.A. 3157

Supplemental Agreement #9
	S9-2 	 





 



 









 







Supplemental Agreement No. 10




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 18th day of June, 2010, by and
between THE BOEING COMPANY (Boeing) and FEDERAL EXPRESS CORPORATION (Customer);



WITNESSETH:




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);



WHEREAS, the parties entered into an Aircraft General Terms Agreement, dated November 7, 2006,
as incorporated by reference into the Purchase Agreement (AGTA);



WHEREAS, Customer anticipates, pursuant to that certain Purchase Agreement Assignment between
[ * ] and Customer (Assignment Agreement), taking delivery from Boeing of one (1) new Boeing model
777-F aircraft with manufacturing serial number [ * ]; and



WHEREAS, Boeing and Customer desire that, for the purposes of post-delivery support and
operation, [ * ].





	 	 	 
	*	 	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.



			
	 	 	 
	P.A. 3157

Supplemental Agreement #10
	S10-1 	 






 


 









 









Supplemental Agreement 10 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.



[ * ]




8. Effectiveness.




Except with respect to matters, rights, obligations, mutual covenants and entitlements expressed
herein pertaining to pre-delivery matters, the matters, rights, obligations, mutual covenants and
entitlements of Boeing and Customer shall be effective upon Customer taking title to [ * ]. Should
Customer not take title to [ * ], for any reason, the matters, rights, obligations, mutual
covenants and entitlements of Boeing and Customer set forth in this Supplemental Agreement shall be
cancelled and become null and void except for any Service Agreement(s) that were executed amongst [
* ] and Customer.



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:	 	VP, Aircraft Acquisitions & SAO	 	 
	 

	 	 
	 	 	 	 	 	 	 	 








	 	 	 
	*	 	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.





			
	 	 	 
	P.A. 3157

Supplemental Agreement #10
	S10-2 	 






 


 









 







Supplemental Agreement No. 11




to




Purchase Agreement No. 3157




between




The Boeing Company




And




Federal Express Corporation




Relating to Boeing Model 777-FREIGHTER Aircraft




THIS SUPPLEMENTAL AGREEMENT, is entered into as of the 19th day of August, 2010,
but shall not be effective until the “SA 11 Effective Date” (as defined in and as will be
established pursuant to Article 14 below), by and between THE BOEING COMPANY (Boeing) and FEDERAL
EXPRESS CORPORATION (Customer);



WITNESSETH:




WHEREAS, the parties entered into that certain Purchase Agreement No. 3157, dated November 7,
2006 (Purchase Agreement), relating to the purchase and sale of certain Boeing Model 777-FREIGHTER
Aircraft (Aircraft); and



WHEREAS, Customer desires to add two (2) new Aircraft to the Purchase Agreement with delivery
months as follows:



	 	 	 
	Delivery Month for	 	 
	new Aircraft	 	Manufacturer’s Serial Number
	[ * ]
	 	[ * ]
	[ * ]	 	[ * ]






NOW THEREFORE, in consideration of the mutual covenants herein contained, the parties hereto
agree to amend and supplement the Purchase Agreement as follows:





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



 


S11-1









 






Supplemental Agreement 11 to

Purchase Agreement No. 3157






All capitalized 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. 11.
	 
	2.	 	Customer and Boeing hereby acknowledge and confirm that two (2) new Aircraft with delivery
months of [ * ] bearing Manufacturer’s Serial Number (MSN) [ * ] and of [ * ] bearing [ * ],
respectively, are hereby added to the Purchase Agreement and will be considered Block C
Aircraft (Block C).
	 
	3.	 	Remove and replace, in its entirety, Table 1-C with the revised Table 1-C attached hereto to
reflect the addition of the Block C Aircraft bearing MSN [ * ], and to incorporate the
delivery date and pricing of the Block C Aircraft bearing MSN [ * ], which Aircraft has been
added to the Purchase Agreement by this Supplemental Agreement No. 11.
	 
	4.	 	Table 1-C1 attached hereto is hereby added to the Purchase Agreement to reflect the addition
of the Block C Aircraft bearing MSN [ * ] and to incorporate the delivery date and pricing of
the Block C Aircraft bearing MSN [ * ], which Aircraft has been added to the Purchase
Agreement by this Supplemental Agreement No. 11.
	 
	5.	 	Exhibit A2 is hereby added to the Purchase Agreement to incorporate an updated Detail
Specification and to reflect the Optional Features [ * ] for all Block C Aircraft, including
those added by Supplemental Agreement No. 8 and those added by this Supplemental Agreement No.
11, but excluding the Block C Aircraft bearing MSN [ * ].
	 
	6.	 	Exhibit A3 is hereby added to the Purchase Agreement to incorporate a different Detail
Specification for the Block C Aircraft bearing MSN [ * ].
	 
	7.	 	Customer and Boeing agree that the two (2) Block C Aircraft added to the Purchase Agreement
by this Supplemental Agreement No. 11 will be subject to and benefit from the same terms and
conditions as the other Block C Aircraft, except as otherwise expressly set forth herein and
except as otherwise may be agreed to in a writing signed by the authorized representatives of
the parties.
	 
	8.	 	Remove and replace, in its entirety, Letter Agreement FED-PA-LA-1000790 “Special Matters for
Block C Aircraft” with the revised Letter Agreement FED-PA-LA-1000790R1 attached hereto, to
reflect the changes made by this Supplemental Agreement No. 11.





[ * ]






	 	 	 
	*	 	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.



 


S11-2









 







Supplemental Agreement 11 to

Purchase Agreement No. 3157






	10.	 	As a result of adding the Block C Aircraft bearing MSN [ * ] and MSN [ * ] to the Purchase
Agreement pursuant to this Supplemental Agreement No. 11, [ * ].
	 
	11.	 	[ * ].
	 
	12.	 	[ * ]
	 
	13.	 	[ * ]
	 
	14.	 	[ * ]
	 
	15.	 	[ * ]
	 
		 	15.3 On the SA 11 Effective Date, Supplemental Agreement No. 9 and Supplemental Agreement
No. 10 to the Purchase Agreement shall be cancelled and become null and void.





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:	 	VP, Aircraft Acquisitions & SAO
	 

	 	 
	 	 	 	 	 	 








	 	 	 
	*	 	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.





 


S11-3









 







TABLE OF CONTENTS




	 	 	 	 	 
	 	 	 	 	SA
	ARTICLES	 	 	 	NUMBER
	 
	 	 	 	 
	1.
	 	Quantity, Model and Description	 	 
	 
	 	 	 	 
	2.
	 	Delivery Schedule	 	 
	 
	 	 	 	 
	3.
	 	Price	 	 
	 
	 	 	 	 
	4.
	 	Payment	 	 
	 
	 	 	 	 
	5.
	 	Miscellaneous	 	 
	 
	 	 	 	 
	TABLE
	 	 	 	 
	 
	 	 	 	 
	1.
	 	Aircraft Information Table	 	5
	 
	 	 	 	 
	1B
	 	Block B Aircraft Information Table	 	4
	 
	 	 	 	 
	1C
	 	Block C Aircraft Information Table	 	11
	 
	 	 	 	 
	1C1
	 	Block C Aircraft Information Table (MSN [ * ])	 	11
	 
	 	 	 	 
	EXHIBIT
	 	 	 	 
	 
	 	 	 	 
	A.
	 	Aircraft Configuration	 	4
	 
	 	 	 	 
	A1.
	 	Aircraft Configuration (Block B Aircraft)	 	4
	 
	 	 	 	 
	A2.
	 	Aircraft Configuration (Block C Aircraft except MSN [ * ])	 	11
	 
	 	 	 	 
	A3.
	 	Aircraft Configuration (Block C Aircraft w/ MSN [ * ])	 	11
	 
	 	 	 	 
	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	 	 








	 	 	 
	*	 	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.





					
	 	 	 	 	 
	P.A. No. 3157
	 	 	 	 SA 11





BOEING PROPRIETARY




 


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	 
	 
	 	 	 	 	 	 
	FED-PA—LA-1000790R1

	 	Special Matters for Block C Aircraft
	 	 	11	 








	 	 	 
	*	 	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.



					
	 	 	 	 	 
	P.A. No. 3157
	 	 	 	 SA 11







BOEING PROPRIETARY




 


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
	 
	 	 
	Supplemental Agreement No. 5

	 	January 11, 2010
	 
	 	 
	Supplemental Agreement No. 6

	 	March 17, 2010
	 
	 	 
	Supplemental Agreement No. 7

	 	March 17, 2010
	 
	 	 
	Supplemental Agreement No. 8

	 	April 30, 2010
	 
	 	 
	Supplemental Agreement No. 9

	 	June 18, 2010
	 
	 	 
	Supplemental Agreement No. 10

	 	June 18, 2010
	 
	 	 
	Supplemental Agreement No. 11

	 	August 19, 2010








					
	 	 	 	 	 
	P.A. No. 3157
	 	 	 	 SA 11





BOEING PROPRIETARY




 


3 











 




Table
1-C To

Purchase Agreement No. PA-3157

Block C Aircraft Delivery, Description, Price and Advance Payments




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Airframe Model/MTOW:	 	777-Freighter	 	[ * ]	 	Detail Specification:	 	D019W007FED7F-1, Rev B
 dated July 16, 2010
	Engine Model/Thrust:

	 	GE90-110B1L
	 	[ * ]
	 	Airframe Price Base Year/Escalation Formula:
	 	Jul-08
	 	ECI-MFG/CPI
	Airframe Price:

	 	 	 	[ * ]
	 	Engine Price Base Year/Escalation Formula:
	 	N/A	 	N/A
	Optional Features:

	 	 	 	[ * ]	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 
	Sub-Total of Airframe
and Features:

	 	 	 	[ * ]
	 	Airframe Escalation Data:	 	 	 	 	 	 
	Engine Price (Per Aircraft):

	 	 	 	[ * ]
	 	Base Year Index (ECI):
	103.1
	Aircraft Basic Price

(Excluding BFE/SPE):

	 	 	 	[ * ]
	 	Base Year Index (CPI):
	208.2
	 

	 	 	 	 	 	 	 	 	 	 	 	 
	Buyer Furnished Equipment
(BFE) Estimate:

	 	 	 	[ * ]	 	 	 	 	 	 	 	 
	Seller Purchased Equipment
(SPE) Estimate:

	 	 	 	[ * ]	 	 	 	 	 	 	 	 
	Deposit per Aircraft:

	 	 	 	[ * ]	 	 	 	 	 	 	 	 






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





Note: Option Features for the Block C Aircraft are detailed in Exhibit A2.




Optional Features for Aircraft with MSN [ * ] are detailed in Exhibit A3




	 		
	Boeing Proprietary
	 	Supplemental Agreement No. 11







Page 1














 





Table
1-C1 To

Purchase Agreement No. PA-3157

Block C (MSN [ * ]) Aircraft Delivery, Description, Price and Advance Payments






	 	 	 	 	 	 	 	 	 	 	 	 	 
	**Airframe Model/MTOW:

	 	777-Freighter
	 	[ * ]
	 	Detail Specification:
	 	[ * ]
	Engine Model/Thrust:

	 	GE90-110B1L
	 	[ * ]
	 	Airframe Price Base Year/Escalation Formula:
	 	Jul-08
	 	ECI-MFG/CPI
	Airframe Price:

	 	 	 	[ * ]
	 	Engine Price Base Year/Escalation Formula:
	 	N/A	 	 	N/A
	Optional Features:

	 	 	 	[ * ]	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 
	Sub-Total of Airframe
and Features:

	 	 	 	[ * ]
	 	Airframe Escalation Data:	 	 	 	 	 	 
	Engine Price (Per Aircraft):

	 	 	 	[ * ]
	 	Base Year Index (ECI):
	 	103.1
	Aircraft Basic Price

(Excluding BFE/SPE):

	 	 	 	[ * ]
	 	Base Year Index (CPI):
	 	208.2
	 

	 	 	 	 	 	 	 	 	 	 	 	 
	Buyer Furnished Equipment
(BFE) Estimate:

	 	 	 	[ * ]	 	 	 	 	 	 	 	 
	Seller Purchased Equipment
(SPE) Estimate:

	 	 	 	[ * ]	 	 	 	 	 	 	 	 
	Deposit per Aircraft:

	 	 	 	[ * ]	 	 	 	 	 	 	 	 






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








	 	 	 
	Note:	 	*Option Features for Block C Aircraft with [ * ] are detailed in Exhibit A3
[ * ]







	 		
	Boeing Proprietary
	 	Supplemental Agreement No. 11







Page 1















 




Exhibit A2 to

Purchase Agreement No. 3157

Page 1




BLOCK C AIRCRAFT CONFIGURATION




Dated August 19, 2010




relating to




BOEING MODEL 777-FREIGHTER BLOCK C AIRCRAFT




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



The Aircraft Basic Price reflects and includes all effects of such Optional Features, except such
Aircraft Basic Price does not include the price effects of any Buyer Furnished Equipment or Seller
Purchased Equipment.



Supplemental Agreement No. 11


 


 









 





					
	Exhibit A2 to
	 	BOEING PROPRIETARY
	 	 
	Purchase Agreement No. 3157	 	 	 	 









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






					
	 	 	 	 	 
	Supplemental Agreement No. 11
	 	BOEING PROPRIETARY
	 	






Page 1 


 









 








	 	 	 	 	 
	Exhibit A2 to
	 	BOEING PROPRIETARY
	 	 
	Purchase Agreement No. 3157	 	 	 	 






	 	 	 	 	 
	[ * ]	 	[ * ]	 	[ * ]
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	Supplemental Agreement No. 11
	 	BOEING PROPRIETARY
	 	






Page 2 


 









 





					
	 	 	 	 	 
	Exhibit A2 to
	 	BOEING PROPRIETARY
	 	 
	Purchase Agreement No. 3157	 	 	 	 






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






					
	 	 	 	 	 
	Supplemental Agreement No. 11
	 	BOEING PROPRIETARY
	 	






Page 3 


 









 





Exhibit A3 to

Purchase Agreement No. 3157

Page 1




BLOCK C AIRCRAFT CONFIGURATION




Dated August 19, 2010




relating to




BOEING MODEL 777-FREIGHTER BLOCK C AIRCRAFT with MSN [ * ]




The Detail Specification is [ * ]. Such Detail Specification will be comprised of Boeing
Configuration Specification D019W007, Rev NEW, dated July 24, 2006 as amended to incorporate the
optional features (Options) listed below, including the effects on Manufacturer’s Empty Weight
(MEW) and Operating Empty Weight (OEW).



The Aircraft Basic Price reflects and includes all effects of such Options, except such Aircraft
Basic Price does not include the price effects of any Buyer Furnished Equipment or Seller Purchased
Equipment.





	 	 	 
	*	 	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 No. 11


 


 









 





					
	Exhibit A3 to
	 	BOEING PROPRIETARY
	 	 
	Purchase Agreement No. 3157	 	 	 	 






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






					
	 	 	 	 	 
	Supplemental Agreement No. 11
	 	BOEING PROPRIETARY
	 	






Page 1 


 









 






					
	Exhibit A3 to
	 	BOEING PROPRIETARY
	 	 
	Purchase Agreement No. 3157	 	 	 	 






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






					
	 	 	 	 	 
	Supplemental Agreement No. 11
	 	BOEING PROPRIETARY
	 	






Page 2 


 









 





FED-PA—LA-1000790R1




Federal Express Corporation

3610 Hacks Cross

Memphis TN 38125




	 	 	 
	Subject:

	 	Special Matters for Block C 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.



[ * ]



8. 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.



[ * ]





	 	 	 
	*	 	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.




P.A. No. 3157 (SA # 11)



BOEING PROPRIETARY




 


 









 







FED-PA—LA-1000790R1

Page 2



10. 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 C 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: August 19, 2010



FEDERAL EXPRESS CORPORATION

 	 	 
	By  	/s/ PHILLIP C. BLUM
 	 	 
	Its 	   VP, Aircraft Acquisitions & SAO 	 	 
	 



P.A. No. 3157 (SA # 11)




BOEING PROPRIETARY





 


 











 




Supplemental Agreement No. 13




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 27th day of August, by and
between THE BOEING COMPANY (Boeing) and FEDERAL EXPRESS CORPORATION (Customer);



WITNESSETH:




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 one (1) Aircraft (Rescheduled
Aircraft) as follows;



	 	 	 	 	 
	Serial	 	Current Delivery	 	Revised
	Serial Number	 	Month per SA # 8	 	Delivery Month
	[ * ]	 	[ * ]	 	[ * ]






NOW THEREFORE, in consideration of the mutual covenants herein contained, the parties hereto
agree to supplement the Purchase Agreement as follows:




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




 


S13-1









 










Supplemental Agreement 13 to

Purchase Agreement No. 3157




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. 13.
	 
	2.	 	Remove and replace, in its entirety, Table 1-C to the Purchase Agreement with the revised
Table 1-C attached hereto to reflect changes relating to the Rescheduled Aircraft.
	 
	3.	 	Customer and Boeing hereby acknowledge and confirm that Letter Agreement 6-1162-RRO-1144 is
hereby deleted and replaced in its entirety with Letter Agreement 6-1162-RRO-1144R1.
	 
	4.	 	Boeing’s offer to re-schedule the Rescheduled Aircraft [ * ] will expire on August 27, 2010,
if not accepted by written notice by such date.





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: 	 	VP, Aircraft Acquisitions & SAO	 	 








	 	 	 
	*	 	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.





 


S13-2











 







TABLE OF CONTENTS




	 	 	 	 	 
	 	 	 	 	SA
	ARTICLES	 	 	 	NUMBER
	 
	 	 	 	 
	1.
	 	Quantity, Model and Description	 	 
	 
	 	 	 	 
	2.
	 	Delivery Schedule	 	 
	 
	 	 	 	 
	3.
	 	Price	 	 
	 
	 	 	 	 
	4.
	 	Payment	 	 
	 
	 	 	 	 
	5.
	 	Miscellaneous	 	 
	 
	 	 	 	 
	TABLE
	 	 	 	 
	 
	 	 	 	 
	1.
	 	Aircraft Information Table	 	5
	 
	 	 	 	 
	1B
	 	Block B Aircraft Information Table	 	4
	 
	 	 	 	 
	1C
	 	Block C Aircraft Information Table	 	13
	 
	 	 	 	 
	1C1
	 	Block C Aircraft Information Table (MSN [ * ])	 	11
	 
	 	 	 	 
	[ * ]
	 	[ * ]	 	[ * ]
	 
	 	 	 	 
	EXHIBIT
	 	 	 	 
	 
	 	 	 	 
	A.
	 	Aircraft Configuration	 	4
	 
	 	 	 	 
	A1.
	 	Aircraft Configuration (Block B Aircraft)	 	4
	 
	 	 	 	 
	A2.
	 	Aircraft Configuration (Block C Aircraft except MSN [ * ])	 	11
	 
	 	 	 	 
	A3.
	 	Aircraft Configuration (Block C Aircraft w/ MSN [ * ])	 	11
	 
	 	 	 	 
	[ * ]
	 	[ * ]	 	[ * ]
	 
	 	 	 	 
	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	 	 








	 	 	 
	*	 	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.





					
	 	 	 	 	 
	P.A. No. 3157
	 	 	 	 SA 13






BOEING PROPRIETARY




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-1066R1

	 	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	 
	 
	 	 	 	 	 	 
	FED-PA—LA-1000790R1

	 	Special Matters for Block C Aircraft
	 	 	11	 
	 
	 	 	 	 	 	 
	[ * ]
	 	[ * ]
	 	 	[ * ]	 








	 	 	 
	*	 	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.





					
	 	 	 	 	 
	P.A. No. 3157
	 	 	 	 SA 13






BOEING PROPRIETARY




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
	 
	 	 
	Supplemental Agreement No. 5

	 	January 11, 2010
	 
	 	 
	Supplemental Agreement No. 6

	 	March 17, 2010
	 
	 	 
	Supplemental Agreement No. 7

	 	March 17, 2010
	 
	 	 
	Supplemental Agreement No. 8

	 	April 30, 2010
	 
	 	 
	Supplemental Agreement No. 9

	 	June 18, 2010
	 
	 	 
	Supplemental Agreement No. 10

	 	June 18, 2010
	 
	 	 
	Supplemental Agreement No. 11

	 	August 19, 2010
	 
	 	 
	[ * ]
	 	[ * ]
	 
	 	 
	Supplemental Agreement No. 13

	 	August 27, 2010







	 	 	 
	*	 	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.





					
	 	 	 	 	 
	P.A. No. 3157
	 	 	 	 SA 13




BOEING PROPRIETARY





3 


 











 





Table 1-C To

Purchase Agreement No. PA-3157

Aircraft Delivery, Description, Price and Advance Payments




	 	 	 	 	 	 	 	 	 	 	 
	Airframe Model/MTOW:	 	777-Freighter	 	[ * ]	 	Detail Specification:	 	D019W007FED7F-1, Rev B
dated July 16, 2010
	Engine Model/Thrust:

	 	GE90-110B1L
	 	[ * ]
	 	Airframe Price Base Year/Escalation Formula:
	 	Jul-08
	 	ECI-MFG/CPI
	Airframe Price:

	 	 	 	[ * ]
	 	Engine Price Base Year/Escalation Formula:
	 	N/A
	 	N/A
	Optional Features:

	 	 	 	[ * ]	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	Sub-Total of Airframe and Features:

	 	 	 	[ * ]
	 	Airframe Escalation Data:	 	 	 	 
	Engine Price (Per Aircraft):

	 	 	 	[ * ]
	 	Base Year Index (ECI):
	 	103.1
	Aircraft Basic Price (Excluding BFE/SPE):

	 	 	 	[ * ]
	 	Base Year Index (CPI):
	 	208.2
	 

	 	 	 	 	 	 	 	 	 	 
	Buyer Furnished Equipment (BFE) Estimate:

	 	 	 	[ * ]	 	 	 	 	 	 
	Seller Purchased Equipment (SPE) Estimate:

	 	 	 	[ * ]	 	 	 	 	 	 
	Deposit per Aircraft:

	 	 	 	[ * ]	 	 	 	 	 	 






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





Notes: Optional Features for the Block C Aircraft (except MSN [ * ]) are detailed in Exhibit A2





Per SA # 11




	 	1.	 	Inclusion of Aircraft with MSN [ * ] and MSN [ * ] [shown on Table 1-C1] into the Purchase
Agreement
is strictly contingent upon SA # 11, becoming effective
	 
	 	2.	 	Optional Features for Block C Aircraft with MSN [ * ] are detailed in Exhibit A3






Per SA # 13




	 	1.	 	Boeing and Customer have agreed that Boeing will retain any pre-paid advance payments that
may result from the
acceleration of MSN [ * ]. Such amount 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. 13





					
	 	 	 	 	 
	 
	 	Boeing Proprietary
	 	Supplemental Agreement No. 13







 


Page 1











 









The Boeing Company

P.O. Box 3707

Seattle, WA 98124-2207




August 11, 2010

6-1162-RRO-1144R1




Federal Express Corporation

2955 Republican Drive

Memphis, TN 38118




	 	 	 
	Attention:

	 	Mr. Kevin Burkhart

Managing Director — Aircraft Acquisitions & Sales
	 
	 	 
	Subject:

	 	[ * ]
	 
	 	 
	Reference:

	 	Supplemental Agreement No. 8 and No. 13 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:



In consideration of the strong business relationship between Boeing and Customer, and Customer
executing Supplemental Agreement No. 8, Boeing has agreed to [ * ].





	 	 	 
	*	 	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.




Boeing Proprietary



 


 









 










6-1162-RRO-1144R1

August 11, 2010

Page 2




Further Customer agrees and acknowledges that Attachment A can not be revised/modified in anyway
unless specifically agreed to in writing by Boeing.



	 	 	 	 	 
	Very truly yours,



THE BOEING COMPANY

 	 	 
	By  	/s/ RICHARD R. OCHS
 	 	 
	 	 	 	 
	Its 	Attorney-In-Fact	 	 
	
ACCEPTED AND AGREED TO this 	 	 




Date: August 27, 2010



	 	 	 	 	 
	FEDERAL EXPRESS CORPORATION

 	 	 
	By  	/s/ PHILLIP C. BLUM
 	 	 
	 	 	 	 
	Its 	    VP, Aircraft Acquisitions & SAO 	 	 
	 



Boeing Proprietary



 


 









 





Attachment A to

LA 6-1162-RRO-1144R1

August 11, 2010

Page 1 of 2




Federal Express

PA 3157

[ * ]



 


 









 





Attachment A to

LA 6-1162_RRO-1144R1

August 11, 2010

Page 2 of 2




Federal Express

PA 3157

[ * ]