Supplemental Agreement No. 3 to Purchase Agreement No. 3712 between The Boeing Company And Federal Express Corporation Relating to Boeing Model 767-3S2F Aircraft

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/ XXXXXX X. XXXX				By:		/s/ XXXXXXX X. XXXX
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
XX-0000000		XXXX 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
0-0000-XXX-000		XX 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
		X.X. Xxx 0000
		Xxxxxxx, XX 00000-0000

FED-PA-03712-LA-1106584R2

Federal Express Corporation

0000 Xxxxx Xxxxx Xxxx

Xxxxxxx, XX 00000

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/ XXXXXX X. XXXX
Its		Attorney-In-Fact
ACCEPTED AND AGREED TO this
Date:		December 11, 2012
FEDERAL EXPRESS CORPORATION
By		/s/ XXXXXXX X. XXXX
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