EX-10.19 6 fdx-ex10_19.htm EX-10.19

Exhibit 10.19

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.

[Boeing letterhead]

December 12, 2008

6-1162-RRO-1058

Federal Express Corporation

2955 Republican Drive

Memphis, TN 38118

Attention: |  | Mr. Kevin Burkhart
|  | Managing Director — Aircraft Acquisitions & Sales
Subject: |  | Revised Payment Schedule for certain Boeing Model 777-FREIGHTER Aircraft (Firm Aircraft only)
Reference: |  | Supplemental Agreement No. 3 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:

Boeing and Customer agree that at the signing of Supplemental Agreement No. 3 Customer will have pre-paid $94,020,710 (calculated as $15,801,884,640 dollar-day credit) with regards to certain advance payments for certain Aircraft under Purchase Agreement 3157. Additionally, Customer has pre-paid [ * ]. (calculated as [ * ] dollar-day credit) attributed to the recent IAM Strike with regards to certain advance payments for certain Aircraft under Purchase Agreement 3157. These sums will continue to be treated under Purchase Agreement 3157 as advance payments and will collectively be known for purposes herein as the credit (Credit). Boeing and Customer have further agreed that Boeing will hold the Credit and apply the Credit, in whole or in part, to future advance payments becoming due under Purchase Agreement 3157, as directed by Customer.

Customer acknowledges and agrees that the Credit will be used/consumed on/or before the final advance payment for the final Firm Aircraft detailed within Purchase Agreement 3157 between Boeing and Customer.

The above Credit was calculated by Boeing assuming a SA #3 execution date of 12/19/08. A different SA #3 execution date will result in an adjustment to the total dollar-day’s available.

If you have any questions, please contact me at your earliest convenience.

Sincerely, |  |  |  |  |  |
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.

[Boeing letterhead]

December 12, 2008

6-1162-RRO-1056

Federal Express Corporation

2955 Republican Drive

Memphis, TN 38118

Attention: |  | Mr. Kevin Burkhart
|  | Managing Director — Aircraft Acquisitions & Sales
Subject: |  | Confirmation of Delivery months for certain Boeing Model 777-FREIGHTER Aircraft
Reference: |  | a)  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)
|  | b)  Boeing Model 777-FREIGHTER Aircraft with Manufacture Serial Numbers (MSN); 37721, 37724 and 37722

Dear Mr. Burkhart:

This letter is to provide Customer with confirmation that the delivery of certain Aircraft has been set by Boeing to their post-strike (2008 IAM Strike) delivery months. Further, Boeing can advise that the post-strike delivery months for the following Aircraft are as follows:

Aircraft |  | Post-Strike Delivery Month
MSN 37721 |  | September 2009
MSN 37724 |  | November 2009
MSN 37722 |  | December 2009

Boeing agrees and confirms that these Aircraft (MSN 37721, MSN 37724 and MSN 37722) will not be subject to further revised delivery months except by: 1) mutual written agreement between Boeing and Customer, or 2) pursuant to Article 7, “Excusable Delay”, of the AGTA-FED, which is incorporated by reference into Purchase Agreement No. 3157 dated November 7, 2006 between The Boeing Company and Federal Express Corporation; provided, however, that the deliveries of the above Aircraft due to an Excusable Delay shall not be earlier than the above referenced post-strike delivery months.

If you have any questions, please contact me at your earliest convenience.

Sincerely,

THE BOEING COMPANY
/s/ Richard R. Ochs
Richard R. Ochs
Regional Director
Aircraft Contracts
Boeing Commercial Airplanes

[Boeing Letterhead]

December 12, 2008

6-1162-RRO-1057

Federal Express Corporation

2955 Republican Drive

Memphis, TN 38118

Attention: |  | Mr. Kevin Burkhart
|  | Managing Director — Aircraft Acquisitions & Sales
Subject: |  | August 2012 Option Aircraft — Extension of Option Exercise Date
Reference: |  | a) Purchase Agreement 3157 between The Boeing Company (Boeing) and Federal Express Corporation (Customer), dated November 7, 2006, relating to Model 777-FREIGHTER Aircraft (the Aircraft)
|  | b) Letter Agreement 6-1162-RCN-1789 “Option Aircraft” between The Boeing Company (Boeing) and Federal Express Corporation (Customer), dated November 7, 2006, relating to Model 777-FREIGHTER Aircraft (the Aircraft)

Dear Mr. Burkhart:

This letter is to advise Customer that Boeing, with regards to Customer’s August 2012 Option Aircraft, hereby grants an extension until September 1, 2009, for Customer to exercise this Option. This extension is provided to Customer without additional cost or requirements.

Customer agrees and understand that this extension, of the August 2012 Option Aircraft exercise date, is strictly contingent on Customer’s agreement and execution of Supplemental Agreement No. 3 to Purchase Agreement 3157.

If you have any questions, please contact me at your earliest convenience.

Sincerely,

THE BOEING COMPANY
/s/ Richard R. Ochs
Richard R. Ochs
Regional Director
Aircraft Contracts
Boeing Commercial Airplanes

Supplemental Agreement No. 3

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 15 th day of December, 2008, 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; and

WHEREAS, Customer has completed the configuration of its Boeing Model 777-FREIGHTER Aircraft and wishes to incorporate this configuration into the Purchase Agreement; and

WHEREAS, Customer desires to re-schedule the delivery of certain Boeing Model 777-FREIGHTER Aircraft and Option Aircraft;

S3-1

Supplemental Agreement 3 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.

1. | Remove and replace, in its entirety, the “Table of Contents” with the Table of Contents attached hereto to reflect the changes made by this Supplemental Agreement No. 3.

2. | In order to incorporate into the Aircraft the features selected by Customer, Exhibit A to the Purchase Agreement is hereby deleted and replaced with a new Exhibit A which is attached hereto.

3. | In order to reschedule all Firm Aircraft, except for the July 2009, September 2009, October 2009, July 2010 and August 2010 Aircraft, and to incorporate into the Aircraft Basic Price the price of the features selected by Customer (paragraph 2 above); Table 1 to the Purchase Agreement is hereby deleted and replaced with a new Table 1 which is attached hereto. Boeing hereby agrees to waive charges for the Aircraft rescheduling herein.

4. | In order to reschedule all Option Aircraft and to incorporate into Option Aircraft Basic Price the price of the features selected by Customer (paragraph 2 above); the attachment to Letter No. 6-1162-RCN-1789 is hereby deleted and replaced with a new attachment to Letter No. 6-1162-RCN-1789 which is attached hereto. Boeing hereby agrees to waive charges for the Option Aircraft rescheduling herein. For the sake of clarity, the parties acknowledge that Customer has not exercised any options under Letter No. 6-1162-RCN-1789 as of the date of this Supplemental Agreement.

5. | Customer agrees that Boeing will retain $94,020,710 of pre-paid advance payments that result from the matters set forth in paragraphs 2 and 3. 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 this Supplemental Agreement, as directed by 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: Vice President — Aircraft Acquisitions/SAO

S3-2

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 |  |  | 3 |
EXHIBIT |  |  |  |
A. Aircraft Configuration |  |  | 3 |
A1. Aircraft Configuration |  |  | 3 |
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 |  |  |  |

P.A. No. 3157 |  | SA 3

|  | SA NUMBER |
LETTER AGREEMENT |  |  |  |
3157-01 777 Spare Parts Initial Provisioning |  |  |  |
3157-02 Demonstration Flight Waiver |  |  |  |
6-1162-RCN-1785 Demonstrated Compliance |  |  |  |
6-1162-RCN-1789 Option Aircraft Attachment to Letter 6-1162-RCN-1789 |  |  | 3 |
6-1162-RCN-1790 Special Matters |  |  |  |
6-1162-RCN-1791 Performance Guarantees |  |  |  |
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 |  |  |  |
6-1162-RCN-1799 Promotional Support Agreement |  |  |  |

P.A. No. 3157 |  | SA 3

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

P.A. No. 3157 |  | SA 3

Exhibit A to

Purchase Agreement Number 3157

Page 1

AIRCRAFT CONFIGURATION

Dated December 15, 2008

relating to

BOEING MODEL 777-FREIGHTER AIRCRAFT

Customer Detail Specification is D019W007FED7F-1-NEW. Such Detail Specification will be comprised of Boeing Configuration Specification D019W007-Rev B dated as of May 30, 2008, plus any changes applicable to the basic model 777-Freighter aircraft and as amended to incorporate the Options attached hereto. As soon as practicable, Boeing will furnish to Customer copies of the Detail Specification.

Basic Price does not include the price effects of any Buyer Furnished Equipment or Seller Purchased Equipment.

Supplemental Agreement No. 3

Exhibit A to

Purchase Agreement No. 3157

CR |  | Title |  | 2006$ 15 A/P’S Price Per A/C
0110-000039 |  | MAJOR MODEL 777 AIRPLANE |  | [ * ]
0110B750A90 |  | MINOR MODEL 777 FREIGHTER AIRPLANE |  | [ * ]
0220-000040 |  | FAA TYPE CERTIFICATION |  | [ * ]
0221-000002 |  | DISPATCH WITH GEAR EXTENDED FOR REVENUE FLIGHT |  | [ * ]
0221B401A44 |  | ENGINE INOPERATIVE TEN MINUTE TAKEOFF THRUST OPERATION |  | [ * ]
0228-000032 |  | OPERATIONS MANUAL IN FAA FORMAT |  | [ * ]
0228C417D40 |  | AIRPLANE FLIGHT MANUAL |  | [ * ]
0229C608D26 |  | PERFORMANCE — CERTIFICATION FOR OPERATION AT AIRPORTS WITH PRESSURE ALTITUDES UP TO 9800 FEET AND AUTOPILOT CAPABILITY AT AIRPORTS WITH A MAXIMUM FIELD ELEVATION OF 8,500 FEET |  | [ * ]
0252B299A35 |  | INSTRUMENTATION, AIRPLANE AND FUEL MEASURING STICK MANUALS IN ENGLISH UNITS — TEMPERATURE IN DEGREES CELSIUS |  | [ * ]
0315C417D42 |  | CERTIFIED OPERATIONAL WEIGHTS AND STRUCTURAL DESIGN WEIGHT — 777 — FREIGHTER |  | [ * ]
1110C874H30 |  | EXTERIOR COLOR SCHEME AND MARKINGS — ENGINE NACELLES COLOR |  | [ * ]
1110C874H32 |  | EXTERIOR COLOR SCHEME AND MARKINGS |  | [ * ]
1137C703A41 |  | CARGO MARKINGS — FORWARD CARGO COMPARTMENT |  | [ * ]
1138C703A42 |  | CARGO MARKINGS — AFT CARGO COMPARTMENT |  | [ * ]
1139C703A40 |  | CARGO MARKINGS — MAIN DECK CARGO COMPARTMENT |  | [ * ]
2210-000003 |  | AUTOFLIGHT — INHIBIT GLIDE SLOPE CAPTURE PRIOR TO LOCALIZER CAPTURE |  | [ * ]
2210-000030 |  | AUTOFLIGHT — THREE DIGIT MACH NUMBER ON MODE CONTROL PANEL |  | [ * ]
2210-000036 |  | AUTOFLIGHT — HEADING HOLD AT AUTOPILOT COMMAND ENGAGE |  | [ * ]
2210C594A11 |  | AUTOFLIGHT — ENABLE LNAV ENGAGEMENT ON TAKEOFF GO-AROUND |  | [ * ]
2311-000137 |  | HF COMMUNICATIONS — PARTIAL PROVISIONS FOR DUAL ARINC 753 HF DATALINK |  | [ * ]
2311B401A30 |  | HF COMMUNICATIONS — ARINC 753 DUAL HF TRANSCEIVERS — AIRPLANE INFORMATION MANAGEMENT SYSTEM (AIMS) — HF DATALINK ACTIVATION — AIRLINE OPERATIONAL COMMUNICATIONS ONLY |  | [ * ]
2311B401A39 |  | HF COMMUNICATIONS — EQUIPMENT INSTALLATION OF DUAL ROCKWELL HF VOICE/DATA TRANSCEIVERS — P/N 822-0990-004 AND DIGITAL HF COUPLERS — P/N 822-0987-004 BFE/SPE |  | [ * ]
2312-000703 |  | VHF COMMUNICATIONS — ACTIVATION OF 8.33 KHZ CHANNEL SPACING |  | [ * ]
2312B401A87 |  | VHF COMMUNICATIONS — EQUIPMENT INSTALLATION OF TRIPLE ROCKWELL ARINC 750 VHF-2100 TRANSCEIVERS WITH 8.33 KHZ CHANNEL SPACING, VDL MODE 2, AND CMC INTERFACE CAPABILITY — P/N 822-1287-101 — BFE/SPE |  | [ * ]
2315C581A25 |  | SATCOM — AVIONICS EQUIPMENT INSTALLATION — ARINC 781 AERO-H+ AND SWIFTBROADBAND — THALES TOPFLIGHT SERIES — BFE/SPE |  | [ * ]
2315C988A06 |  | SATCOM — ANTENNA EQUIPMENT INSTALLATION — ARINC 781 COMPACT HIGH GAIN ANTENNA — CHELTON HGA-7001 ANTENNA SYSTEM WITH TYPE F DIPLEXER — FREIGHTER — BFE/SPE |  | [ * ]
2321-000050 |  | SELCAL — AVTECH FIVE CHANNEL DECODER — P/N 1200008-000 — BFE/SPE |  | [ * ]
2322C926A04 |  | AIRCRAFT COMMUNICATIONS ADDRESSING AND REPORTING SYSTEM (ACARS) — AIRPLANE INFORMATION MANAGEMENT SYSTEM (AIMS) ACTIVATION — VHF DATALINK MODE 2 |  | [ * ]
2324C164C74 |  | EMERGENCY LOCATOR TRANSMITTER — FIXED/AUTOMATIC INSTALLATION — ELTA P/N 01N65900 — BFE |  | [ * ]
2351-000033 |  | HAND HELD MICROPHONE — CAPTAIN AND FIRST OFFICER — ELECTROVOICE — P/N 903-1342 — BFE/SPE |  | [ * ]
2351-000035 |  | HAND HELD MICROPHONE — FIRST OBSERVER — ELECTROVOICE — P/N 903-1342 — BFE/SPE |  | [ * ]
2351-000042 |  | CONTROL WHEEL PUSH TO TALK (PTT) SWITCH — STANDARD THREE POSITION |  | [ * ]
2351-000044 |  | AUDIO CONTROL PANEL — SECOND OBSERVER |  | [ * ]
2351A213B78 |  | BOOM MICROPHONE HEADSETS — CAPTAIN, FIRST OFFICER AND FIRST OBSERVER — TELEX AIRMAN 750 — P/N 64300-200 — BFE/SPE |  | [ * ]
2351A213B79 |  | BOOM MICROPHONE HEADSET — SECOND OBSERVER — TELEX AIRMAN 750 — P/N 64300-200 — BFE/SPE |  | [ * ]
2371-000092 |  | SOLID STATE VOICE RECORDER ED56A P/N 980-6022-001 — AND SOLID STATE REMOTE AREA MICROPHONE P/N 980-6115-001 & CONTROL PANEL ED56A P/N 980-6117-004 — HONEYWELL — 2 HOUR RECORDING TIME. BFE/SPE |  | [ * ]
2431-000013 |  | NO BATTERY POWERED POSITION LIGHTS AND DC BACKUP POWER — TOWING OPERATION |  | [ * ]
2454C608E40 |  | AC POWER OUTLETS — INSTALLATION IN FLIGHT DECK BY THE SECOND OBSERVER’S SEAT — UK STYLE OUTLET WITH IN-SEAT POWER SUPPLY (ISPS) — ASTRONICS 110 VAC |  | [ * ]

* | 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 No. 3 |  | Page 1 of 5

Exhibit A to

Purchase Agreement No. 3157

CR |  | Title |  | 2006$ 15 A/P’S Price Per A/C
2454C896A15 |  | POWER OUTLETS — INSTALLATION — ADDITIONAL ELECTRICAL POWER SUPPLIES NEAR THE SUPERNUMERARY SEATS FOR THE USE OF PERSONAL COMPUTERS — ASTRONICS 110 VAC |  | [ * ]
2513A552A92 |  | FLIGHT COMPARTMENT ASHTRAYS — DO NOT INSTALL |  | [ * ]
2513B299A22 |  | MISCELLANEOUS STOWAGE — PILOT CONSOLES — FLIGHT DECK |  | [ * ]
2519C898D77 |  | CURTAIN — INSTALLATION — ACOUSTIC AND LIGHT IMPROVEMENT — FLIGHT DECK |  | [ * ]
2524C204D42 |  | FULL HEIGHT STOWAGE UNIT — FLOOR MOUNTED — AFT OF THE LAVATORY |  | [ * ]
2524C204D43 |  | MID HEIGHT STOWAGE UNIT — FLOOR MOUNTED |  | [ * ]
2524C204D44 |  | OVERHEAD STOWAGE UNIT — CEILING MOUNTED |  | [ * ]
2527C204G19 |  | FLOOR COVERING — INSTALLATION — VINYL MAT THROUGHOUT THE SUPERNUMERARY AREA |  | [ * ]
2530C874E37 |  | GALLEY INSERTS — SUPERNUMERARY COMPARTMENT |  | [ * ]
2530C896A10 |  | GALLEY — SUPERNUMERARY COMPARTMENT |  | [ * ]
2552-000059 |  | CARGO COMPARTMENT FULL FLOOR — AFT LOWER HOLD CARGO COMPARTMENT |  | [ * ]
2552-000083 |  | CARGO COMPARTMENT FULL FLOOR — FORWARD CARGO COMPARTMENT |  | [ * ]
2552-000318 |  | SLOPING SIDEWALL — FORWARD CARGO COMPARTMENT — 0.050-INCH-THICK BMS 8-223 |  | [ * ]
2552-000319 |  | SLOPING SIDEWALL — AFT CARGO COMPARTMENT — 0.050-INCH-THICK BMS 8-223 |  | [ * ]
2557C703A39 |  | MAIN DECK CARGO HANDLING — PAINTED NON-SKID WALKWAYS |  | [ * ]
2558C703A34 |  | MAIN DECK CARGO RESTRAINTS — REMOVE CENTERLINE LOADING HARDWARE- SFE |  | [ * ]
2558C703A36 |  | MAIN DECK CARGO RESTRAINTS — CIVIL RESERVE AIR FLEET (CRAF) CONFIGURATION — PROVISIONS |  | [ * ]
2558C703A54 |  | MAIN DECK CARGO RESTRAINTS — ADDITIONAL CAPABILITY FOR 14 AYY CONTAINERS |  | [ * ]
2560-000207 |  | HALON FIRE EXTINGUISHER — FLIGHT DECK — WALTER KIDDE |  | [ * ]
2560C204E95 |  | PROTECTIVE BREATHING EQUIPMENT — FLIGHT DECK — AVOX |  | [ * ]
2560C204E99 |  | CREW LIFE VESTS — FLIGHT DECK, WITH SECOND OBSERVER — AIR CRUISERS |  | [ * ]
2562C204F36 |  | LIFE VESTS — SUPERNUMERARY — AIR CRUISERS |  | [ * ]
2562C874H27 |  | EMERGENCY LOCATOR TRANSMITTER — PORTABLE |  | [ * ]
2564C204F02 |  | PROTECTIVE BREATHING EQUIPMENT — SUPERNUMERARY — AVOX |  | [ * ]
2564C204G43 |  | FIRST AID KIT — FAA |  | [ * ]
2564C874E39 |  | PORTABLE OXYGEN BOTTLE W/ FULL FACE MASK — AVOX SYSTEMS INC — BFE |  | [ * ]
2564C874E40 |  | HALON FIRE EXTINGUISHER — AMEREX — BFE |  | [ * ]
2564C874G77 |  | FLASHLIGHT DELETION — SUPERNUMERARY |  | [ * ]
2564C874G78 |  | PORTABLE OXYGEN W/MASK — AVOX SYSTEMS INC — BFE/SPE |  | [ * ]
2564C874H48 |  | POLAR KIT STORAGE |  | [ * ]
2622-000017 |  | ENGINE/APU FIRE EXTINGUISHER BOTTLES — COMMON BOTTLE |  | [ * ]
2625C896A09 |  | FIRE EXTINGUISHING — TUBING AND DISCONNECTS FOR MAIN DECK SAX CONTAINERS |  | [ * ]
2821-000010 |  | REFUELING ADAPTERS — RIGHT WING |  | [ * ]
2911-000003 |  | AC MOTOR-DRIVEN HYDRAULIC PUMPS — EATON (VICKERS) S270T201-7 |  | [ * ]
2911-000025 |  | ENGINE-DRIVEN HYDRAULIC PUMPS — EATON (VICKERS) S271W110 |  | [ * ]
3131-000187 |  | DIGITAL FLIGHT DATA RECORDER — ALLIEDSIGNAL — 256 WORDS PER SECOND MAXIMUM DATA RATE — P/N 980-4700-042 BFE/SPE |  | [ * ]
3133B628B13 |  | FLIGHT COMPARTMENT PRINTER — GRAPHICS CAPABLE (ARINC 744A) MULTIPORT THERMAL PRINTER WITH ARINC 429 AND ETHERNET PORTS — INSTALLATION |  | [ * ]
3135C174A06 |  | QUICK ACCESS RECORDER (QAR) — PENNY AND GILES — WITH PCMCIA CARD — P/N D52000-64000 — BFE/SPE |  | [ * ]
3143-000013 |  | AIMS AIRPLANE MODIFIABLE (AMI) SOFTWARE — INSTALLATION AFTER DELIVERY AND BEFORE FLYAWAY |  | [ * ]
3143A068A03 |  | DUAL ELECTRONIC CHECKLIST DATABASE |  | [ * ]
3143A207D22 |  | AIMS — SOFTWARE ACTIVATION — DISABLE ENTRY OF GROSS WEIGHT ON “PERF INIT” PAGE |  | [ * ]
3143C926A05 |  | AIRPLANE INFORMATION MANAGEMENT SYSTEM (AIMS) — OPERATIONAL PROGRAM CONFIGURATION FILE ACTIVATION — FLIGHT INFORMATION DATALINK COMMUNICATIONS MENU — ARINC 623 AIR TRAFFIC SERVICE MESSAGES |  | [ * ]
3143C926A06 |  | AIRPLANE INFORMATION MANAGEMENT SYSTEM (AIMS) — OPERATIONAL PROGRAM CONFIGURATION FILE ACTIVATION — MAINTENANCE ENHANCEMENT PACKAGE |  | [ * ]
3150A213A18 |  | AURAL ADVISORY OF ALTITUDE APPROACH — FLIGHT DECK |  | [ * ]
3151-000042 |  | FIREBELL AURAL WARNING — 1 SECOND ON, 9 SECONDS OFF |  | [ * ]

* | 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 No. 3 |  | Page 2 of 5

Exhibit A to

Purchase Agreement No. 3157

CR |  | Title |  | 2006$ 15 A/P’S Price Per A/C
3151-000046 |  | AUTOPILOT DISCONNECT — AURAL WARNING SIREN — AURAL WARNING AND MASTER WARNING LIGHT INHIBITED WHEN AUTOPILOT DISCONNECT SWITCH IS DOUBLE PRESSED QUICKLY |  | [ * ]
3151A065A47 |  | RESETTABLE OVERSPEED AURAL WARNING — SIREN |  | [ * ]
3151A552C02 |  | TAKEOFF CONFIGURATION CHECK SWITCH — FORWARD AISLE STAND PANEL |  | [ * ]
3151C175A07 |  | FLIGHT MANAGEMENT COMPUTER (FMC) — CAUTION AND WARNING SYSTEMS — ACTIVATION — TAKEOFF RUNWAY DISAGREE ALERT |  | [ * ]
3161-000002 |  | DOOR SYNOPTIC AND EICAS MESSAGE — PASSENGER DOOR SLIDE/RAFT ARMING HANDLE POSITION INDICATION — AUTO, MANUAL AND AUTO/MANUAL MESSAGES |  | [ * ]
3161-000167 |  | ANNUNCIATION FOR LOSS OF RIGHT OR LEFT FMCS — EICAS ADVISORY MESSAGE |  | [ * ]
3161-000168 |  | FLIGHT DECK COMMUNICATIONS FUNCTION (FDCF) AUTOMATIC RESET — ACTIVATION |  | [ * ]
3161-000169 |  | ANNUNCIATION FOR SATELLITE VOICE COMMUNICATION CAPABILITY — EICAS |  | [ * ]
3161-000170 |  | ANNUNCIATION FOR DATALINK AVAILABILITY — EICAS |  | [ * ]
3161A425A45 |  | VMO/MMO OVERSPEED EICAS STATUS MESSAGE AND VFE OVERSPEED EICAS STATUS MESSAGE WITH FLAP/SLAT POSITION SNAPSHOT — FLIGHT DECK |  | [ * ]
3162-000022 |  | FLIGHT DIRECTOR COMMAND DISPLAY — SPLIT AXIS — ADI |  | [ * ]
3162-000030 |  | RISING RUNWAY — DISPLAYED ON THE ADI |  | [ * ]
3162-000036 |  | LANDING ALTITUDE REFERENCE BAR — PRIMARY FLIGHT DISPLAY |  | [ * ]
3162-000040 |  | BARO MINIMUMS POINTER — DISPLAYED ON SELECTION OF RADIO ALTITUDE MINMUMS — PRIMARY FLIGHT DISPLAY |  | [ * ]
3162-000044 |  | TCAS RESOLUTION ADVISORY — VSI |  | [ * ]
3162-000051 |  | ILS LOCALIZER DEVIATION EXPANDED SCALE — AUTOPILOT OR FLIGHT DIRECTOR MODE |  | [ * ]
3162-000060 |  | MAP MODE ORIENTATION — HEADING UP — NAVIGATION DISPLAY |  | [ * ]
3162-000062 |  | GRID HEADING — NAVIGATION DISPLAY |  | [ * ]
3162-000064 |  | RANGE ARCS — NAVIGATION DISPLAY |  | [ * ]
3162-000084 |  | TCAS 3 NM RANGE RING — NAVIGATION DISPLAY |  | [ * ]
3162-000211 |  | VREF AND SELECTED FLAP POSITION — PRIMARY FLIGHT DISPLAY |  | [ * ]
3162-000218 |  | GROUND SPEED — DISPLAYED BELOW AIRSPEED TAPE WHEN MACH NUMBER IS NOT DISPLAYED — PRIMARY FLIGHT DISPLAY |  | [ * ]
3162C594A07 |  | NAVIGATION PERFORMANCE SCALES (NPS) AND REQUIRED NAVIGATION PERFORMANCE (RNP) ENHANCEMENTS — AIRPLANE INFORMATION MANAGEMENT SYSTEM (AIMS) — PRIMARY FLIGHT DISPLAY AND NAVIGATION DISPLAY |  | [ * ]
3162C594A22 |  | PRIMARY FLIGHT DISPLAY — AIMS — VNAV SPEED BAND — ENABLE |  | [ * ]
3245B047A08 |  | BRAKES — CARBON — HIGH CAPACITY — MESSIER — BUGATTI |  | [ * ]
3245B047A09 |  | WHEELS AND TIRES — MAIN LANDING GEAR — HIGH GROSS WEIGHT WHEELS — MESSIER — BUGATTI — INSTALLATION WITH SFE 36 PR, 235 MPH RADIAL TIRES. |  | [ * ]
3245B047A10 |  | WHEELS AND TIRES — NOSE LANDING GEAR — WHEELS — MESSIER — BUGATTI — INSTALLATION WITH SFE 32 PR, 235 MPH RADIAL TIRES |  | [ * ]
3324C198A28 |  | PASSENGER INFORMATION SIGNS — NO SMOKING SIGN — PERMANENT ILLUMINATION AND NO SMOKING FLIGHT DECK SELECTOR SWITCH REMOVAL |  | [ * ]
3430B721B13 |  | ILS/GPS MULTI-MODE RECEIVER (MMR) — GNSS LANDING SYSTEM (GLS) — PARTIAL PROVISIONS FOR GLS CAT I OPERATIONS |  | [ * ]
3430B866A33 |  | ILS/GPS MULTI-MODE RECEIVER (MMR) — ROCKWELL COLLINS — P/N 822-1821-001 — BFE/SPE |  | [ * ]
3433-000032 |  | RADIO ALTIMETER (RA) — ROCKWELL INTERNATIONAL CORP — P/N 822-0334-002 — BFE/SPE |  | [ * ]
3436C896A17 |  | HEAD-UP DISPLAY (HUD) — SPACE AND PARTIAL WIRING PROVISIONS FOR COMMON HUD SYSTEM INSTALLATION WITH CONTROL DISPLAY UNIT INTERFACE |  | [ * ]
3436C896A18 |  | ENHANCED VISION SYSTEM (EVS) — SPACE AND PARTIAL WIRING PROVISIONS WITH A COMMON HUD SYSTEM PROVISIONS |  | [ * ]
3436C896A19 |  | FEDEX — HEAD UP DISPLAY (HUD) SYSTEM — EXPANDED WIRING, MOUNTING AND COOLING PROVISIONS FOR HUD COMPUTER AND ENHANCED FLIGHT VISION SYSTEM (EFVS) COMPUTER |  | [ * ]
3443C739A02 |  | DUAL WEATHER RADAR SYSTEM — HONEYWELL INTERNATIONAL INC. — MODEL RDR-4000 WEATHER RADAR — INSTALLATION — BFE/SPE |  | [ * ]
3443C739A03 |  | DUAL WEATHER RADAR CONTROL PANEL — RDR-4000 RADAR SYSTEM — HONEYWELL P/N 930-6101-001 — BFE/SPE |  | [ * ]
3445C594A55 |  | TCAS SYSTEM — ACSS TCAS COMPUTER P/N 9003500-10901 — TCAS CHANGE 7 COMPLIANT — BFE/SPE |  | [ * ]

* | 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 No. 3 |  | Page 3 of 5

Exhibit A to

Purchase Agreement No. 3157

CR |  | Title |  | 2006$ 15 A/P’S Price Per A/C
3446-000049 |  | 500 SMART CALLOUT INHIBITED |  | [ * ]
3446C174A14 |  | ENHANCED GROUND PROXIMITY WARNING SYSTEM (EGPWS) — BANK ANGLE CALLOUT (VARIABLE CALLOUT BELOW 130 FT) — ENABLE |  | [ * ]
3446C608F25 |  | GROUND PROXIMITY WARNING SYSTEM — MODE 6 ALTITUDE CALLOUTS — RADIO ALTIMETER AT 1000, 500, 100, 50, 40, 30, 20, 10 — ACTIVATION |  | [ * ]
3451-000022 |  | VOR/MARKER BEACON — ROCKWELL RECEIVER P/N 822-0297-001 — BFE/SPE |  | [ * ]
3453C608E39 |  | AUTOMATIC DEPENDENT SURVEILLANCE — BROADCAST (ADS-B) — ADS-B GUIDANCE DISPLAY — PARTIAL WIRING PROVISIONS |  | [ * ]
3453C608E55 |  | AUTOMATIC DEPENDENT SURVEILLANCE — BROADCAST (ADS-B) — CDTI ARINC 429 BUS WIRING BETWEEN EFB AND TCAS PROCESSOR — PARTIAL WIRING PROVISIONS |  | [ * ]
3453C896A24 |  | ATC SYSTEM — ACSS ATC TRANSPONDER P/N 7517800-11009 ELS/EHS/ES AND TCAS CHANGE 7 COMPLIANT — GABLES CONTROL PANEL P/N G7156-01 — BFE/SPE |  | [ * ]
3453C898E41 |  | AIR TRAFFIC CONTROL TRANSPONDER SYSTEM — TRAFFIC COLLISION AND AVOIDANCE SYSTEM (TCAS) AIRPLANE PERSONALITY MODULE WIRING PROVISIONS |  | [ * ]
3455-000019 |  | DISTANCE MEASURING EQUIPMENT (DME) — ROCKWELL INTERROGATOR P/N 822-0329-001 — BFE/SPE |  | [ * ]
3457-000214 |  | AUTOMATIC DIRECTION FINDER (ADF) — DUAL SYSTEM — ROCKWELL ADF-900 SERIES — ADF RECEIVER P/N 822-0299-001; ADF ANTENNA P/N 822-5404-003 — BFE/SPE |  | [ * ]
3461A031A07 |  | TAKE OFF 1 AND 2 DERATE PROMPTS IN FMC’S THRUST LIMIT PAGE — DELETE |  | [ * ]
3461A213A09 |  | FLIGHT MANAGEMENT COMPUTER SYSTEM (FMCS) — NON-DIRECTIONAL RADIO BEACON (ADF) APPROACHES |  | [ * ]
3461A213A10 |  | FMCS — ENHANCED FIX PAGE CAPABILITIES |  | [ * ]
3461A213A12 |  | FLIGHT MANAGEMENT COMPUTER SYSTEM (FMCS) — DISPLAY OF VERTICAL BEARING, FLIGHT PATH ANGLE (FPA) AND VERTICAL SPEED |  | [ * ]
3461A425A05 |  | FLIGHT MANAGEMENT COMPUTER SYSTEM (FMCS) — RUNWAY DISTANCE AND OFFSET POSITION SHIFT IN UNITS OF FEET |  | [ * ]
3461A425A08 |  | FLIGHT MANAGEMENT COMPUTER SYSTEM (FMCS) — FLIGHT CREW ALERTNESS MONITORING — ENABLE |  | [ * ]
3461A425A10 |  | FLIGHT MANAGEMENT COMPUTER SYSTEM (FMCS) — NAVIGATION DATABASE — CUSTOMER SUPPLIED |  | [ * ]
3461A425A23 |  | FLIGHT MANAGEMENT COMPUTER SYSTEM (FMCS) — QUICK REFERENCE HANDBOOK (QRH) — TAKEOFF SPEEDS- DISPLAYED |  | [ * ]
3461C739A08 |  | FMCS — PROVIDE REQUIRED NAVIGATION PERFORMANCE (RNP) VALUES WITH 0.3 NM APPROACH |  | [ * ]
3511-000012 |  | REMOTE CREW OXYGEN FILL STATION |  | [ * ]
3511B873B93 |  | CREW OXYGEN MASK — FULL FACE MASK WITH BUILT-IN SMOKE GOGGLES — SECOND OBSERVER — EROS — BFE/SPE |  | [ * ]
3511B873B94 |  | CREW OXYGEN MASK — FULL FACE MASK WITH BUILT-IN SMOKE GOGGLES — FIRST OBSERVER — EROS — BFE/SPE |  | [ * ]
3511B873B95 |  | CREW OXYGEN MASKS — FULL FACE MASK WITH BUILT-IN SMOKE GOGGLES — CAPTAIN AND FIRST OFFICER — EROS — BFE/SPE |  | [ * ]
3511C874C91 |  | SUPPLEMENTAL OXYGEN SYSTEM WITHIN CREW REST AND LAVATORY OF THE SUPERNUMERARY AREA |  | [ * ]
3520-000197 |  | REMOTE PASSENGER OXYGEN FILL STATION |  | [ * ]
3520C485C02 |  | QUICK DONNING OXYGEN MASKS — SUPERNUMERARY — BFE/SPE |  | [ * ]
3520C874H46 |  | OXYGEN SYSTEM PROVISIONS TO SUPPORT EXTENDED OPERATIONAL CAPABILITY |  | [ * ]
4610B872A04 |  | ELECTRONIC FLIGHT BAG (EFB) — INSTALLATION |  | [ * ]
4610C164A11 |  | CUSTOMER UNIQUE ELECTRONIC FLIGHT BAG (EFB) SOFTWARE INSTALLATION — AFTER DELIVERY AND BEFORE FLYAWAY |  | [ * ]
4610C398C10 |  | ELECTRONIC FLIGHT BAG (EFB) — CUSTOMER UNIQUE SOFTWARE INSTALLATION — CUSTOMER WALK AND CUSTOMER ACCEPTANCE FLIGHTS |  | [ * ]
4610C594A09 |  | ELECTRONIC FLIGHT BAG (EFB) SYSTEM — AIRPLANE INFORMATION MANAGEMENT SYSTEM (AIMS) — ACTIVATION OF ARINC 724B ACARS INTERFACE |  | [ * ]
4610C608C41 |  | ELECTRONIC FLIGHT BAG (EFB) INSTALLATION — E- ETHERNET INTERFACE BETWEEN FLIGHT COMPARTMENT PRINTER AND EFB’S RIGHT ELECTRONICS UNIT |  | [ * ]
4610C608E37 |  | AIRPLANE GENERAL INFORMATION SYSTEMS — TWO ETHERNET 10/100 BASE-T BUSES BETWEEN MAIN EQUIPMENT CENTER AND SUPERNUMERARY OVERHEAD STOWAGE COMPARTMENT — PARTIAL WIRING PROVISIONS |  | [ * ]
4610C896A31 |  | AIRPLANE GENERAL INFORMATION SYSTEMS — ONBOARD NETWORK SYSTEM (ONS) — PARTIAL PROVISIONS |  | [ * ]
4610C991B48 |  | AIRPLANE GENERAL INFORMATION SYSTEMS — ONBOARD NETWORK SYSTEM (ONS) — NETWORK INTERFACE PARTIAL PROVISIONS — FLIGHT COMPARTMENT INTERFACE PORT |  | [ * ]

* | 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 No. 3 |  | Page 4 of 5

Exhibit A to

Purchase Agreement No. 3157

CR |  | Title |  | 2006$ 15 A/P’S Price Per A/C
4900-000016 |  | MUFFLER IN APU EXHAUST SYSTEM |  | [ * ]
5250C896A20 |  | LOCKABLE RIGID CARGO BARRIER (RCB) DOORS |  | [ * ]
7200-000412 |  | GE PROPULSION SYSTEM |  | [ * ]
7200A519A02 |  | GENERAL ELECTRIC ENGINES — GE90-110B1L THRUST RATING |  | [ * ]
7430C164D94 |  | IGNITION SWITCHING — GENERAL ELECTRIC GE90 ENGINES — FLIGHT DECK — ENGINE CONTROL PANEL — DELETION OF MANUAL SELECTION OF CONTINUOUS IGNITION |  | [ * ]
7900C483C85 |  | LUBRICATING OIL — BP2197 |  | [ * ]
OPTIONS: 161 |  | TOTALS: |  | [ * ]

* | 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 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.

Supplemental Agreement No. 3 |  | Page 5 of 5