Supplemental Agreement No. 2 to Purchase Agreement No. 3712 between The Boeing Company And Federal Express Corporation Relating to Boeing Model 767-3S2F Aircraft

Exhibit 10.55

INFORMATION IN THIS EXHIBIT IDENTIFIED BY BRACKETS IS CONFIDENTIAL AND HAS BEEN EXCLUDED PURSUANT TO ITEM 601(B)(10)(IV) OF REGULATION S-K BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) THE TYPE THAT FEDEX TREATS AS PRIVATE OR CONFIDENTIAL.

Supplemental Agreement No. 2

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 8^th day of October, 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 and Boeing desire to reschedule the delivery date of one (1) Block C Aircraft listed in Table 1-A1 as shown below:

MSN

Prior Delivery Month

& Year for firm

Aircraft

Rescheduled Delivery

Month & Year for firm

Aircraft

43544

[*]

C. WHEREAS, Customer and Boeing desire to incorporate Exhibit A into the Purchase Agreement pursuant to the terms of Open Configuration Matters letter agreement FED-PA-03712-LA-1106155.

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 that has been excluded pursuant to Item 601(b)(10)(iv) of Regulation S-K because it is both (i) not material and (ii) the type that FedEx treats as private or confidential.

S1-1

Supplemental Agreement 2 to

Purchase Agreement No. 3712

All terms used herein and in the Purchase Agreement, and not defined herein, shall have the same meaning as in the Purchase Agreement.

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. 2.

Remove and replace, in its entirety, Table 1-A1 with a revised Table 1-A1 attached hereto to reschedule the delivery date of one (1) Aircraft described in Recital Paragraph B and to [*].

Insert a new Exhibit A which shall reflect Customer’s decisions of optional features applicable to the Aircraft.

Remove and replace, in its entirety, Table 1-B with a revised Table 1-B attached hereto to [*].

Remove and replace, in its entirety, Table 1-B1 with a revised Table 1-B1 attached hereto to [*].

Remove and replace, in its entirety, Table 1-C with a revised Table 1-C attached hereto to [*].

Remove and replace, in its entirety, the BFE-1 document with a revised BFE-1 document attached hereto to reflect the revised BFE on-dock dates applicable to the Aircraft with MSN 43544 described in Recital Paragraph B.

In consideration of the [*] of MSN 43544 described in this Supplemental Agreement No. 2, Boeing agrees to [*] (as defined in paragraph 1.2.2(ii) of letter agreement FED-PA-03712-LA-1106159R1) [*]. For the sake of clarity, the parties anticipate that such [*] as of the date of execution of this Supplemental Agreement.

Further to above, in the event that additional amendments are made to any of the aircraft purchase agreements between the date of execution of this Supplemental Agreement No. 2 and May 2015 (Revisions) and such Revisions result in [*].

*	Blank spaces contained confidential information that has been excluded pursuant to Item 601(b)(10)(iv) of Regulation S-K because it is both (i) not material and (ii) the type that FedEx treats as private or confidential.

S2-2

Supplemental Agreement 2 to

Purchase Agreement No. 3712

As a result of the changes made under Supplemental Agreement No. 2 to (i) [*] the delivery date of one (1) Block C Aircraft and (ii) revise the [*].

10.

[*].

11.

This Supplemental Agreement No. 2 to the Purchase Agreement shall not be effective unless executed and delivered by the parties on or prior to October 8, 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 that has been excluded pursuant to Item 601(b)(10)(iv) of Regulation S-K because it is both (i) not material and (ii) the type that FedEx treats as private or confidential.

S2-3

TABLE OF CONTENTS


ARTICLES		SA Number
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	2
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		October 8, 2012
		SA - 2

	BOEING PROPRIETARY


LETTER AGREEMENTS		SA Number

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-1106584R1	LA- Performance Guarantees	1

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 that has been excluded pursuant to Item 601(b)(10)(iv) of Regulation S-K because it is both (i) not material and (ii) the type that FedEx treats as private or confidential.


FED-PA-03712		October 8, 2012
		SA - 2

	BOEING PROPRIETARY


SUPPLEMENTAL AGREEMENTS		DATED AS OF:
Supplemental Agreement No. 1		June 29, 2012
Supplemental Agreement No. 2		October , 2012


FED-PA-03712		October 8, 2012
		SA - 2

	BOEING PROPRIETARY

AIRCRAFT CONFIGURATION

between

THE BOEING COMPANY

and

FEDERAL EXPRESS CORPORATION

Exhibit A

to Purchase Agreement Number 3712


FED-PA-03712-EXA		October 8, 2012
		Page 1

	BOEING PROPRIETARY

Exhibit A

AIRCRAFT CONFIGURATION

Dated October 8, 2012

relating to

BOEING MODEL 767-3S2F AIRCRAFT

Customer Detail Specification is D019T002FED63F-1, Rev NEW. Such Detail Specification will be comprised of Boeing Configuration Specification D019T002, revision K, dated as of April 30, 2011, and as amended to incorporate the Options attached hereto, including the effects on Manufacturer’s Empty Weight (MEW) and Operating 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.


FED-PA-03712-EXA		October 8, 2012
		Page 2

	BOEING PROPRIETARY

08/28/2012

BOEING PROPRIETARY

Exhibit A To

Boeing Purchase Agreement


Configuration Item Number	Title	*[ ]**	*[ ]**
[ * ]	[ * ]	[ * ]	[ * ]
*OPTIONS:[]**	TOTAL—SPECIAL FEATURES—EXHIBIT A:	[ * ]	[ * ]
	BOEING PROPRIETARY

*	Blank spaces contained confidential information that has been excluded pursuant to Item 601(b)(10)(iv) of Regulation S-K because it is both (i) not material and (ii) the type that FedEx treats as private or confidential.

Page 1 of 1

BUYER FURNISHED EQUIPMENT VARIABLES

between

THE BOEING COMPANY

and

FEDERAL EXPRESS CORPORATION

Supplemental Exhibit BFE1 to Purchase Agreement Number 3712


P.A. No. 03712 SA-2		BFE1

		BOEING PROPRIETARY

BUYER FURNISHED EQUIPMENT VARIABLES

relating to

BOEING MODEL 767-300F AIRCRAFT

This Supplemental Exhibit BFE1 contains vendor selection dates, on-dock dates and other variables applicable to the Aircraft.

1. Supplier Selection.

Customer will:

1.1 Select and notify Boeing of the suppliers and part numbers of the following BFE items by the following dates:


Galley System				[ * ]

Galley Inserts				[ * ]

Seats (passenger)				N/A

Overhead & Audio System				[ * ]

In-Seat Video System				N/A

Miscellaneous Emergency Equipment				[ * ]

Cargo Handling System				[ * ]

*	Blank spaces contained confidential information that has been excluded pursuant to Item 601(b)(10)(iv) of Regulation S-K because it is both (i) not material and (ii) the type that FedEx treats as private or confidential.


P.A. No. 03712 SA-2		BFE1-1

		BOEING PROPRIETARY

2. On-dock Dates.

On or before [*], Boeing will provide to Customer a BFE Requirements On-Dock/Inventory Document (BFE Document) or an electronically transmitted BFE Report which may be periodically revised, setting forth the items, quantities, on-dock dates and shipping instructions relating to the in-sequence installation of BFE. For planning purposes, a preliminary BFE on-dock schedule is set forth below:

Preliminary BFE on-dock dates for planning purposes only:

Month/Year
Delivery

Qty

Seats

Galleys &
Furnishings

Miscellaneous
Emergency
Equipment

Electronics

Textiles/Raw
Materials

Cargo Handling
System

[ * ]

*	Blank spaces contained confidential information that has been excluded pursuant to Item 601(b)(10)(iv) of Regulation S-K because it is both (i) not material and (ii) the type that FedEx treats as private or confidential.


P.A. No. 03712 SA-2		BFE1-1

		BOEING PROPRIETARY

Preliminary BFE on-dock dates for planning purposes only:

Month/Year

Delivery

Qty

Seats

Galleys &
Furnishings

Miscellaneous
Emergency
Equipment

Electronics

Textiles/Raw
Materials

Cargo Handling
System

[ * ]

*	-On-dock dates for the following delivery positions are unavailable at this time as they are currently outside of our production schedule. As these aircraft are implemented into the production system, on-dock dates will become available though MBC (My Boeing Configuration).

[ * ]

Sub-total

The following four (4) [ * ] aircraft with [ * ]:

Month/Year
Delivery

Qty

Seats

Galleys &
Furnishings

Miscellaneous
Emergency
Equipment

Electronics

Textiles/Raw
Materials

Cargo Handling
System

[ * ]

*	Blank spaces contained confidential information that has been excluded pursuant to Item 601(b)(10)(iv) of Regulation S-K because it is both (i) not material and (ii) the type that FedEx treats as private or confidential.


P.A. No. 03712 SA-2		BFE1-2

		BOEING PROPRIETARY

Preliminary BFE on-dock dates for planning purposes only:

Month/Year

Delivery

Qty

Seats

Galleys &
Furnishings

Miscellaneous
Emergency
Equipment

Electronics

Textiles/Raw
Materials

Cargo Handling
System

[ * ]

Total Aircaft

[*].

3. Additional Delivery Requirements—Import.

Customer will be the “importer of record” (as defined by the U.S. Customs and Border Protection) for all BFE imported into the United States, and as such, it has the responsibility to ensure all of Customer’s BFE shipments comply with U.S. Customs Service regulations. In the event Customer requests Boeing, in writing, to act as importer of record for Customer’s BFE, and Boeing agrees to such request, Customer is responsible for ensuring Boeing can comply with all U.S. Customs Import Regulations by making certain that, at the time of shipment, all BFE shipments comply with the requirements in the “International Shipment Routing Instructions”, including the Customs Trade Partnership Against Terrorism (C-TPAT), as set out on the Boeing website referenced below. Customer agrees to include the International Shipment Routing Instructions, including C-TPAT requirements, in each contract between Customer and BFE supplier.

xxxx://xxx.xxxxxx.xxx/xxxxxxxxxxxxxx/xxxxxxxx/xxxxxxxx_xxxxxx/xxxxx_xxxxxxx.xxxx

*	Blank spaces contained confidential information that has been excluded pursuant to Item 601(b)(10)(iv) of Regulation S-K because it is both (i) not material and (ii) the type that FedEx treats as private or confidential.

Omitted Attachments

Certain attachments to this exhibit regarding delivery and pricing of certain B767F aircraft manufactured by The Boeing Company for FedEx have been omitted pursuant to Item 601(a)(5) of Regulation S-K because the information contained therein is not material and is not otherwise publicly disclosed. FedEx will furnish supplementally copies of these attachments to the Securities and Exchange Commission or its staff upon request.


P.A. No. 03712 XX-0		XXX0-0

		BOEING PROPRIETARY

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Supplemental Agreement No. 2 to Purchase Agreement No. 3712 between The Boeing Company And Federal Express Corporation Relating to Boeing Model 767-3S2F Aircraft

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