EX-10.1



 Exhibit 10.1 
 Supplemental Agreement No. 3 
 to 

Purchase Agreement No. 3712 
 between 
 The Boeing Company 

And 

Federal Express Corporation 
 Relating to Boeing Model 767-3S2F Aircraft 
 THIS SUPPLEMENTAL AGREEMENT,
entered into as of the December 11, 2012 by and between THE BOEING COMPANY (Boeing) and FEDERAL EXPRESS CORPORATION (Customer); 
 W I T N E S S E T H: 
 A. WHEREAS, the parties entered into that certain Purchase Agreement No. 3712, dated December 14, 2011 (Purchase Agreement), relating to the purchase and sale of certain Boeing Model 767-3S2F
Aircraft (the Aircraft); and 
 B. WHEREAS, Customer desires to add four (4) new firm Aircraft to the Purchase Agreement,
with delivery dates as follows; 
  

					
	 	  	 Delivery Month &

Year for new

firm Aircraft
	  	 
		  	[ * ]	  	
		  	[ * ]	  	
		  	[ * ]	  	
		  	[ * ]	  	

  

	*	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. 


  

					
		 	S-1	 	









 Supplemental Agreement 3 to 
 Purchase Agreement No. 3712 
  
 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. 3. 

  

	 	2.	Boeing and Customer acknowledge and agree that, upon execution of this Supplemental Agreement, the four (4) new firm Aircraft described in Recital Paragraph B
(i) are hereby added to the Purchase Agreement, (ii) are added to Table 1-A1, (iii) are considered Block C Aircraft, (iv) have the business terms described in letter agreement FED-PA-03712-LA-1208949 and (v) [*]. The Block C
Aircraft will be deemed “Aircraft” for all purposes under the Purchase Agreement except as described herein. 

  

	 	3.	Remove and replace, in its entirety, Table 1-A1 with a revised Table 1-A1 attached hereto to add the four (4) new Aircraft described in Recital Paragraph B.


  

	 	4.	Remove and replace, in its entirety, letter agreement FED-PA-03712-LA-1106584R1 with a revised letter agreement FED-PA-03712-LA-1106584R2 attached hereto to include
aircraft performance guarantees applicable to Aircraft listed in Table 1-A1. 

  

	 	5.	As a result of the changes incorporated in this Supplemental Agreement No. 3, Customer will owe payment to Boeing in the amount of (i) [*] applicable to the
four (4) firm Aircraft referenced in Recital Paragraph B, which amount is [*]. The parties agree that this payment may be satisfied by [*] as of the date of this Supplemental Agreement, as documented under paragraph 8 of Supplemental Agreement
No. 22 under purchase agreement 3157. 

  

	 	6.	The [*] payments of [*] will continue to be treated under the Purchase Agreement as [*] payments, except that such funds shall be [*] no later than [*]. Funds [*] as
aforesaid will cease to be [*] under the Purchase Agreement. [*]. For clarity, the terms “pre-delivery payment(s)”, “PDP(s)” and “advance payment(s)” are used on an interchangeable basis. 


 

	*	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. 


  
 S-2









 Supplemental Agreement 3 to 
 Purchase Agreement No. 3712 
  
  

	 	7.	This Supplemental Agreement No. 3 to the Purchase Agreement shall not be effective unless (i) executed and delivered by the parties on or prior to
December 11, 2012 and (ii) Customer and Boeing execute and deliver Supplemental Agreement No. 22 to Purchase Agreement No. 3157 on or before December 11, 2012. 


EXECUTED as of the day and year first above written. 
  

									
	THE BOEING COMPANY	 		 	FEDERAL EXPRESS CORPORATION
					
	By:	 	 /s/ STUART C. ROSS
	 		 	By:	 	 /s/ PHILLIP C. BLUM

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


  

	*	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. 


  
 S-3









 TABLE OF CONTENTS 

 

							
	 	 	 	  	SA Number	 
	 ARTICLES
	  			
	 1
	 	 Quantity, Model and Description
	  			
	 2
	 	 Delivery Schedule
	  			
	 3
	 	 Price
	  			
	 4
	 	 Payment
	  			
	 5
	 	 Additional Terms
	  			
		
	TABLES	  			
	 1-A
	 	 Firm Aircraft Information Table
	  	 	1	  
	 1-A1
	 	 Block C Aircraft Information Table
	  	 	3	  
	 1-B
	 	 Exercised Option Aircraft Information Table
	  	 	2	  
	 1-B1
	 	 Exercised Block D Option Aircraft Table
	  	 	2	  
	 1-C
	 	 Exercised Purchase Right Aircraft Information Table
	  	 	2	  
		
	EXHIBIT	  			
	 A
	 	 Aircraft Configuration
	  	 	2	  
	 B
	 	 Aircraft Delivery Requirements and Responsibilities
	  			
		
	SUPPLEMENTAL EXHIBITS	  			
	 AE1
	 	 Escalation Adjustment/Airframe and Optional Features
	  			
	 BFE1
	 	 BFE Variables
	  	 	2	  
	 CS1
	 	 Customer Support Variables
	  			
	 EE1
	 	 Engine Escalation, Engine Warranty and Patent Indemnity
	  			
	 SLP1
	 	 Service Life Policy Components
	  			


  

					
	 FED-PA-03712
	  		  	November 29, 2012
		  		  	SA - 3


        BOEING PROPRIETARY 









							
	  	  	SA
Number	 
		
	LETTER AGREEMENTS	  			
			
	LA-1106151R1	 	 LA- [ * ] Special Matters – Option Aircraft
	  	 	1	  
			
	LA-1106152	 	 LA- [ * ] Special Matters – Firm Aircraft
	  			
			
	LA-1106153	 	 LA-Liquidated Damages Non-Excusable Delay
	  			
			
	LA-1106154R1	 	 LA-Firm Aircraft Delivery Matters
	  	 	1	  
			
	LA-1106155	 	 LA-Open Configuration Matters
	  			
			
	LA-1106156R1	 	 LA-Option Aircraft
	  	 	1	  
			
	LA-1106157	 	 AGTA Amended Articles
	  			
			
	LA-1106158R1	 	 LA- Purchase Right Aircraft
	  	 	1	  
			
	LA-1106159R1	 	 LA- Special Matters Concerning [ * ]
	  	 	1	  
			
	LA-1106160	 	 LA-Spare Parts Initial Provisioning
	  			
			
	LA-1106163	 	 LA-Demonstration Flight Waiver
	  			
			
	LA-1106177	 	 [ * ]
	  			
			
	LA-1106207R1	 	 LA-Special Matters Firm Aircraft
	  	 	1	  
			
	LA-1106208R1	 	 LA-Special Matters Option Aircraft
	  	 	1	  
			
	LA-1106574	 	 LA- Deviation from [ * ]
	  			
			
	LA-1106584R2	 	 LA- Performance Guarantees
	  	 	3	  
			
	LA-1106586	 	 LA-Miscellaneous Matters
	  			
			
	LA-1106614	 	 LA-Special Matters Purchase Right Aircraft
	  			
			
	LA-1106824	 	 LA-Customer Support Matters
	  			
			
	LA-1208292	 	 LA- [ * ] Special Matters – Block B and C Aircraft
	  	 	1	  
			
	LA-1208296	 	 LA-Special Matters Exercised Block D Option Aircraft
	  	 	1	  
			
	LA-1208949	 	 LA-Special Matters Block C Aircraft in Table 1-A1
	  	 	1	  
			
	6-1162-SCR-146	 	 LA Special Provisions concerning Block B Aircraft
	  	 	1	  

  

	*	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. 


  

					
	 FED-PA-03712
	  		  	November 29, 2012
		  		  	SA - 3


        BOEING PROPRIETARY 









			
	 SUPPLEMENTAL AGREEMENTS
	  	 DATED AS OF:

		
	 Supplemental Agreement No. 1
	  	June 29, 2012
		
	 Supplemental Agreement No. 2
	  	October 8, 2012
		
	 Supplemental Agreement No. 3
	  	December 11, 2012


  

					
	 FED-PA-03712
	  		  	November 29, 2012
		  		  	SA - 3


        BOEING PROPRIETARY 









													
	 Table 1-A1 to PA 3712

Aircraft Delivery, Description, Price and Advance Payments Block C Aircraft

	 Airframe Model/MTOW:
	  	767-300F	  	 	408000 pounds	  	  	 Detail Specification: D019T002-K dated April 30, 2011

	 Engine Model/Thrust:
	  	CF6-80C2B6F	  	 	60200 pounds	  	  	 Airframe Price Base Year/Escalation Formula:
	 	[*]	  	ECI-MFG/CPI
	 Airframe Price:
	  		  	 	[ * ]	  	  	 Engine Price Base Year/Escalation Formula:
	 	[*]	  	GE CF6-80 & GE90 (99 rev.)
	 Optional Features:
	  		  	 	[ * ]	  	  		 		  	
	 Sub-Total of Airframe and Features:
	  	 	[ * ]	  	  	 Airframe Escalation Data:
	 		  	
	 Engine Price (Per Aircraft):
	  		  	 	[ * ]	  	  	 Base Year Index (ECI):
	 	[*]	  	
	 Aircraft Basic Price (Excluding BFE/SPE):
	  	 	[ * ]	  	  	 Base Year Index (CPI):
	 	[*]	  	
	 Buyer Furnished Equipment (BFE) Estimate:
	  	 	[ * ]	  	  	 Engine Escalation Data:
	 		  	
	 Seller Purchased Equipment (SPE) Estimate:
	  	 	[ * ]	  	  	 Base Year Index (CPI):
	 	[*]	  	
	 Deposit per Aircraft:
	  		  	 	[ * ]	  	  		 		  	

  

																					
	Delivery
Date	 	Number
of
Aircraft	 	Escalation
Factor
(Airframe)	 	Escalation
Factor
(Engine)	 	MSN	 	 	Escalation Estimate
Adv Payment
Base
Price Per A/P	 	Advance Payment Per Aircraft (Amts. Due/Mos. Prior to 
Delivery):
	 	 	 	 	 	 	At Signing
1%	 	24 Mos.
4%	 	21/18/12/9/6 Mos.
5%	 	Total
30%
	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	 	43544	  	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]
	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	 	TBD	  	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]
	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	 	TBD	  	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]
	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	 	43542	  	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]
	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	 	43543	  	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]
	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	 	TBD	  	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]
	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	 	TBD	  	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]
	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	 	43545	  	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]
	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	 	43546	  	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]
	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	 	43547	  	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]
	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	 	43548	  	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]
	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	 	43549	  	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]
	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	 	43550	  	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]
	Total:	 	13	 		 		 				 		 		 		 		 	

  

	Note:	 The escalation forecast used for this table is 4Q 2011. 



 

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










			
	



	  	 The Boeing Company

	  	 P.O. Box 3707

	  	 Seattle, WA 98124-2207


  
  

FED-PA-03712-LA-1106584R2 
 Federal Express
Corporation 
 3610 Hacks Cross Road 

Memphis, TN 38125 
  

			
		
	 Subject:
	  	 Aircraft Performance Guarantees

		
	 Reference:
	  	Purchase Agreement No. 3712 (Purchase Agreement) between The Boeing Company (Boeing) and Federal Express Corporation (Customer) relating to
Model 767-3S2F firm aircraft listed on Table 1-A and Table 1-A1 or as otherwise agreed by Boeing and Customer in writing (Aircraft)

 This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. In
addition, this Letter Agreement cancels and supersedes FED-PA-03712-LA-1106584R1 in its entirety. All terms used but not defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement. 

Boeing agrees to provide Customer with the performance guarantees in the Attachment. These guarantees [ * ] expire upon delivery of the
Aircraft to Customer. Customer agrees to limit the remedy for non-compliance of any performance guarantee to the terms in Letter Agreements No. FED-PA-03712-LA-1106153 entitled “Liquidated Damages – Non-Excusable Delay” and
FED-PA-03712-LA-1106574 entitled “Agreement for Deviation [ * ].” 
 Confidential Treatment. 

Customer understands that Boeing considers certain commercial and financial information contained in this Letter Agreement as
confidential. Each of Customer and Boeing agree that it will treat this Letter Agreement and the information contained herein as confidential. Customer agrees to limit the disclosure of the contents of this Letter Agreement to employees of Customer
with a need to know and who understand that they are not to disclose its content to any other person or entity without the prior written consent of Boeing. Notwithstanding the foregoing, Customer may disclose this Letter Agreement and the terms and
conditions herein to its parent company, FedEx Corporation, to the Board of Directors of its parent corporation, FedEx Corporation, to its professional advisors under a duty of confidentiality with respect thereto, and as required by law.

  

	*	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. 


  

					
	 FED-PA-037112-LA-1106584R2
	  		  	November 29, 2012
	 Aircraft Performance Guarantees
	  		  	Page 1


        BOEING PROPRIETARY 








 



 
  
 Very truly yours, 

 

			
	 THE BOEING COMPANY

		
	 By
	 	 /s/ STUART C. ROSS

		
	 Its
	 	 Attorney-In-Fact

	
	 ACCEPTED AND AGREED TO this

		
	 Date:
	 	 December 11, 2012

	
	 FEDERAL EXPRESS CORPORATION

		
	 By
	 	 /s/ PHILLIP C. BLUM

		
	 Its
	 	 Vice President Aircraft Acquisition



  

					
	 FED-PA-03712-LA-1106584R2
	  		  	November 29, 2012
	 Aircraft Performance Guarantees
	  		  	Page 2


        BOEING PROPRIETARY 








 Attachment to Letter Agreement 

No. FED-PA-03712-LA-1106584R2 
 CF6-80C2B6F Engines 
 Page 1 

MODEL 767-300 FREIGHTER PERFORMANCE GUARANTEES 
 FOR FEDERAL EXPRESS CORPORATION 
  

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


  

					
	 P.A. No. 3712
	  		  	SS12-0336
	 AERO-B-BBA4-M11-1089B
	  	BOEING PROPRIETARY	  

  








 Attachment to Letter Agreement 
 No. FED-PA-03712-LA-1106584R2 
 CF6-80C2B6F Engines 

Page 2 
 [ * ] 

 

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


  

					
	 P.A. No. 3712
	  		  	SS12-0336
	 AERO-B-BBA4-M11-1089B
	  	        BOEING PROPRIETARY