EX-10.22 9 fdx-ex10_22.htm EX-10.22

Exhibit 10.22

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. 5

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 11th day of January, 2010, by and between THE BOEING COMPANY (Boeing) and FEDERAL EXPRESS CORPORATION (Customer);

W I T N E S S E T H :

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 two (2) Aircraft (Rescheduled Aircraft) as follows;

Serial |  | Current Delivery |  | Revised Delivery
Number |  | Month per SA # 4 |  | 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 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.

Supplemental Agreement 5 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. 5.

2. | Remove and replace, in its entirety, Table 1 to the Purchase Agreement with the revised Table 1 attached hereto to reflect changes relating to the Rescheduled Aircraft.

3. | Boeing and Customer agree that all advance payments for the Rescheduled Aircraft will [ * ].

4. | Boeing and Customer further agree that the final delivery payment for the Rescheduled Aircraft will [ * ].

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: Vice President — Aircraft Acquisitions/SAO

* | 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.

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TABLE OF CONTENTS

|  | SA |
|  | NUMBER |
ARTICLES |  |  |  |
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 |
EXHIBIT |  |  |  |
A. Aircraft Configuration |  |  | 4 |
A1. Aircraft Configuration (Block B Aircraft) |  |  | 4 |
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 |  |  |  |

Supplemental Agreement 5 to

Purchase Agreement No. 3157

|  |  |  | SA
|  |  |  | NUMBER
LETTER AGREEMENT |  |  |  |
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

* | 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.

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Supplemental Agreement 5 to

Purchase Agreement No. 3157

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 |

Omitted Attachments

Certain attachments to this exhibit regarding delivery and pricing of certain B777F 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.

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