EX-10.24 11 fdx-ex10_24.htm EX-10.24

Exhibit 10.24

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. 9

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

WITNESSETH :

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);

WHEREAS, the parties entered into an Aircraft General Terms Agreement, dated November 7, 2006, as incorporated by reference into the Purchase Agreement (AGTA);

WHEREAS, Customer anticipates, pursuant to that certain Purchase Agreement Assignment between [ * ] and Customer (Assignment Agreement), taking delivery from Boeing of one (1) new Boeing model 777-F aircraft with manufacturing serial number [ * ]; and

WHEREAS, Boeing and Customer desire that, for the purposes of post-delivery support and operation, [ * ].

* | 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. 3157 Supplemental Agreement #9 |  | S9-1 |  |

Supplemental Agreement 9 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.

[ * ]

8. Effectiveness.

Except with respect to matters, rights, obligations, mutual covenants and entitlements expressed herein pertaining to pre-delivery matters, the matters, rights, obligations, mutual covenants and entitlements of Boeing and Customer shall be effective upon Customer taking title to [ * ]. Should Customer not take title to [ * ], for any reason, the matters, rights, obligations, mutual covenants and entitlements of Boeing and Customer set forth in this Supplemental Agreement shall be cancelled and become null and void except for any Service Agreement(s) that were executed amongst [ * ] and 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: |  | VP, 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.

P.A. 3157 Supplemental Agreement #9 |  | S9-2 |  |

Supplemental Agreement No. 10

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

WITNESSETH :

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);

WHEREAS, the parties entered into an Aircraft General Terms Agreement, dated November 7, 2006, as incorporated by reference into the Purchase Agreement (AGTA);

WHEREAS, Customer anticipates, pursuant to that certain Purchase Agreement Assignment between [ * ] and Customer (Assignment Agreement), taking delivery from Boeing of one (1) new Boeing model 777-F aircraft with manufacturing serial number [ * ]; and

WHEREAS, Boeing and Customer desire that, for the purposes of post-delivery support and operation, [ * ].

* | 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. 3157 Supplemental Agreement #10 |  | S10-1 |  |

Supplemental Agreement 10 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.

[ * ]

8. Effectiveness.

Except with respect to matters, rights, obligations, mutual covenants and entitlements expressed herein pertaining to pre-delivery matters, the matters, rights, obligations, mutual covenants and entitlements of Boeing and Customer shall be effective upon Customer taking title to [ * ]. Should Customer not take title to [ * ], for any reason, the matters, rights, obligations, mutual covenants and entitlements of Boeing and Customer set forth in this Supplemental Agreement shall be cancelled and become null and void except for any Service Agreement(s) that were executed amongst [ * ] and 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: |  | VP, 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.

P.A. 3157 Supplemental Agreement #10 |  | S10-2 |  |

Supplemental Agreement No. 11

to

Purchase Agreement No. 3157

between

The Boeing Company

And

Federal Express Corporation

Relating to Boeing Model 777-FREIGHTER Aircraft

THIS SUPPLEMENTAL AGREEMENT, is entered into as of the 19 th day of August, 2010, but shall not be effective until the “SA 11 Effective Date” (as defined in and as will be established pursuant to Article 14 below), by and between THE BOEING COMPANY (Boeing) and FEDERAL EXPRESS CORPORATION (Customer);

WITNESSETH :

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 (Aircraft); and

WHEREAS, Customer desires to add two (2) new Aircraft to the Purchase Agreement with delivery months as follows:

Delivery Month for |  |
new Aircraft |  | Manufacturer’s Serial Number
[ * ] |  | [ * ]
[ * ] |  | [ * ]

NOW THEREFORE, in consideration of the mutual covenants herein contained, the parties hereto agree to amend and 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.

|  | S11-1 |  |

Supplemental Agreement 11 to

Purchase Agreement No. 3157

All capitalized 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. 11.

2. | Customer and Boeing hereby acknowledge and confirm that two (2) new Aircraft with delivery months of [ * ] bearing Manufacturer’s Serial Number (MSN) [ * ] and of [ * ] bearing [ * ], respectively, are hereby added to the Purchase Agreement and will be considered Block C Aircraft (Block C).

3. | Remove and replace, in its entirety, Table 1-C with the revised Table 1-C attached hereto to reflect the addition of the Block C Aircraft bearing MSN [ * ], and to incorporate the delivery date and pricing of the Block C Aircraft bearing MSN [ * ], which Aircraft has been added to the Purchase Agreement by this Supplemental Agreement No. 11.

4. | Table 1-C1 attached hereto is hereby added to the Purchase Agreement to reflect the addition of the Block C Aircraft bearing MSN [ * ] and to incorporate the delivery date and pricing of the Block C Aircraft bearing MSN [ * ], which Aircraft has been added to the Purchase Agreement by this Supplemental Agreement No. 11.

5. | Exhibit A2 is hereby added to the Purchase Agreement to incorporate an updated Detail Specification and to reflect the Optional Features [ * ] for all Block C Aircraft, including those added by Supplemental Agreement No. 8 and those added by this Supplemental Agreement No. 11, but excluding the Block C Aircraft bearing MSN [ * ].

6. | Exhibit A3 is hereby added to the Purchase Agreement to incorporate a different Detail Specification for the Block C Aircraft bearing MSN [ * ].

7. | Customer and Boeing agree that the two (2) Block C Aircraft added to the Purchase Agreement by this Supplemental Agreement No. 11 will be subject to and benefit from the same terms and conditions as the other Block C Aircraft, except as otherwise expressly set forth herein and except as otherwise may be agreed to in a writing signed by the authorized representatives of the parties.

8. | Remove and replace, in its entirety, Letter Agreement FED-PA-LA-1000790 “Special Matters for Block C Aircraft” with the revised Letter Agreement FED-PA-LA-1000790R1 attached hereto, to reflect the changes made by this Supplemental Agreement No. 11.

[ * ]

* | 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.

|  | S11-2 |  |

Supplemental Agreement 11 to

Purchase Agreement No. 3157

10. |  | As a result of adding the Block C Aircraft bearing MSN [ * ] and MSN [ * ] to the Purchase Agreement pursuant to this Supplemental Agreement No. 11, [ * ].
11. |  | [ * ].
12. |  | [ * ]
13. |  | [ * ]
14. |  | [ * ]
15. |  | [ * ]
|  | 15.3 On the SA 11 Effective Date, Supplemental Agreement No. 9 and Supplemental Agreement No. 10 to the Purchase Agreement shall be cancelled and become null and void.

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: |  | VP, 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.

S11-3

TABLE OF CONTENTS

|  |  |  | SA |
ARTICLES |  |  |  | NUMBER |
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 |
1C |  | Block C Aircraft Information Table |  |  | 11 |
1C1 |  | Block C Aircraft Information Table (MSN [ * ]) |  |  | 11 |
EXHIBIT |  |  |  |
A. |  | Aircraft Configuration |  |  | 4 |
A1. |  | Aircraft Configuration (Block B Aircraft) |  |  | 4 |
A2. |  | Aircraft Configuration (Block C Aircraft except MSN [ * ]) |  |  | 11 |
A3. |  | Aircraft Configuration (Block C Aircraft w/ MSN [ * ]) |  |  | 11 |
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 |  |  |  |

* | 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. 3157 |  | BOEING PROPRIETARY 1 |  | SA 11

|  |  |  | SA
LETTER AGREEMENT |  |  |  | NUMBER
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
FED-PA—LA-1000790R1 |  | Special Matters for Block C Aircraft |  | 11

* | 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. 3157 |  | BOEING PROPRIETARY 2 |  | SA 11

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
Supplemental Agreement No. 6 |  |  |  | March 17, 2010
Supplemental Agreement No. 7 |  |  |  | March 17, 2010
Supplemental Agreement No. 8 |  |  |  | April 30, 2010
Supplemental Agreement No. 9 |  |  |  | June 18, 2010
Supplemental Agreement No. 10 |  |  |  | June 18, 2010
Supplemental Agreement No. 11 |  |  |  | August 19, 2010

P.A. No. 3157 |  | BOEING PROPRIETARY 3 |  | SA 11

Exhibit A2 to

Purchase Agreement No. 3157

Page 1

BLOCK C AIRCRAFT CONFIGURATION

Dated August 19, 2010

relating to

BOEING MODEL 777-FREIGHTER BLOCK C AIRCRAFT

The Detail Specification for FedEx is Detail Specification D019W007FED7F-1, Rev B. Such Detail Specification will be comprised of Boeing Configuration Specification D019W007 Rev D and as amended to incorporate the Options attached here to, including the effects on Manufacturer’s Empty Weight (MEW) and Operating Empty 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.

Supplemental Agreement No. 11

Exhibit A2 to |  | BOEING PROPRIETARY
Purchase Agreement No. 3157 |  |

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* | 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. 11 |  | BOEING PROPRIETARY |  |
|  | Page 1 |  |

Exhibit A2 to |  | BOEING PROPRIETARY
Purchase Agreement No. 3157 |  |

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* | 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. 11 |  | BOEING PROPRIETARY |  |
|  | Page 2 |  |

Exhibit A2 to |  | BOEING PROPRIETARY
Purchase Agreement No. 3157 |  |

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* | 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. 11 |  | BOEING PROPRIETARY |  |
|  | Page 3 |  |

Exhibit A3 to

Purchase Agreement No. 3157

Page 1

BLOCK C AIRCRAFT CONFIGURATION

Dated August 19, 2010

relating to

BOEING MODEL 777-FREIGHTER BLOCK C AIRCRAFT with MSN [ * ]

The Detail Specification is [ * ]. Such Detail Specification will be comprised of Boeing Configuration Specification D019W007, Rev NEW, dated July 24, 2006 as amended to incorporate the optional features (Options) listed below, including the effects on Manufacturer’s Empty Weight (MEW) and Operating Empty Weight (OEW).

The Aircraft Basic Price reflects and includes all effects of such Options, except such Aircraft Basic Price does not include the price effects of any Buyer Furnished Equipment or Seller Purchased Equipment.

* | 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. 11

Exhibit A3 to |  | BOEING PROPRIETARY
Purchase Agreement No. 3157 |  |

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* | 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. 11 |  | BOEING PROPRIETARY |  |
|  | Page 1 |  |

Exhibit A3 to |  | BOEING PROPRIETARY
Purchase Agreement No. 3157 |  |

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* | 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. 11 |  | BOEING PROPRIETARY |  |
|  | Page 2 |  |

FED-PA—LA-1000790R1

Federal Express Corporation

3610 Hacks Cross

Memphis TN 38125

Subject: |  | Special Matters for Block C Aircraft
Reference: |  | Purchase Agreement No. 3157 (the Purchase Agreement) between The Boeing Company (Boeing) and Federal Express Corporation (Customer) relating to Model 777-FREIGHTER aircraft (the Aircraft)

This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement have the same meaning as in the Purchase Agreement.

[ * ]

8. ADVANCE PAYMENT SETOFF RIGHTS

Customer agrees that if it defaults on any monetary obligation under the Purchase Agreement and has failed to cure such default within five (5) calendar days of receiving written notice from Boeing, then Boeing may apply any/all advance payments paid by Customer to cure, in part or in whole, any default made with respect to any Aircraft or other obligation in the Purchase Agreement. In the event that Boeing exercises such setoff rights and applies any advance payments to cure any such default by Customer with respect to an Aircraft or other obligation in the Purchase Agreement, Boeing will be entitled to require Customer to replace within ten days of written notice, the amount of advance payments applied to cure such default such that the total amount of advance payments will be restored to the aggregate amount of advance payments owed at that time by Customer.

[ * ]

* | 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. 3157 (SA # 11) |  | BOEING PROPRIETARY |  |

FED-PA—LA-1000790R1

Page 2

10. PUBLIC ANNOUNCEMENT

Notwithstanding the terms in the Purchase Agreement, neither Party shall in any manner advertise or make any public statement regarding Customer’s purchase of the Block C Aircraft without the prior written consent of the other Party. Neither Party shall disclose any details of this Agreement to any third party except as may be authorized in writing by an authorized officer of the other Party.

Confidential Treatment. Customer understands that certain commercial and financial information contained in this Letter Agreement/and attachment(s) hereto is considered by Boeing as confidential. Customer agrees that it will treat this Letter Agreement and the information contained herein as confidential and will not, without the prior written consent of Boeing, disclose this Letter Agreement or any information contained herein to any other person or entity.

If the foregoing correctly sets forth your understanding of our agreement with respect to matters described above, please indicate your acceptance and approval below.

Very truly yours, THE BOEING COMPANY
By |  | /s/ RICHARD R. OCHS
Its |  | Attorney-In-Fact
ACCEPTED AND AGREED TO this Date: August 19, 2010 FEDERAL EXPRESS CORPORATION
By |  | /s/ PHILLIP C. BLUM
Its |  | VP, Aircraft Acquisitions & SAO

P.A. No. 3157 (SA # 11) |  | BOEING PROPRIETARY |  |

Supplemental Agreement No. 13

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 27 th day of August, by and between THE BOEING COMPANY (Boeing) and FEDERAL EXPRESS CORPORATION (Customer);

WITNESSETH :

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 one (1) Aircraft (Rescheduled Aircraft) as follows;

Serial |  | Current Delivery |  | Revised
Serial Number |  | Month per SA # 8 |  | Delivery 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.

|  | S13-1 |  |

Supplemental Agreement 13 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. 13.

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

3. | Customer and Boeing hereby acknowledge and confirm that Letter Agreement 6-1162-RRO-1144 is hereby deleted and replaced in its entirety with Letter Agreement 6-1162-RRO-1144R1.

4. | Boeing’s offer to re-schedule the Rescheduled Aircraft [ * ] will expire on August 27, 2010, if not accepted by written notice by such date.

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: |  | VP, 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.

|  | S13-2 |  |

TABLE OF CONTENTS

|  |  |  | SA |
ARTICLES |  |  |  | NUMBER |
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 |
1C |  | Block C Aircraft Information Table |  |  | 13 |
1C1 |  | Block C Aircraft Information Table (MSN [ * ]) |  |  | 11 |
[ * ] |  | [ * ] |  |  | [ * ] |
EXHIBIT |  |  |  |
A. |  | Aircraft Configuration |  |  | 4 |
A1. |  | Aircraft Configuration (Block B Aircraft) |  |  | 4 |
A2. |  | Aircraft Configuration (Block C Aircraft except MSN [ * ]) |  |  | 11 |
A3. |  | Aircraft Configuration (Block C Aircraft w/ MSN [ * ]) |  |  | 11 |
[ * ] |  | [ * ] |  |  | [ * ] |
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 |  |  |  |

* | 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. 3157 |  | BOEING PROPRIETARY 1 |  | SA 13

|  |  |  | SA
LETTER AGREEMENT |  |  |  | NUMBER
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-1066R1 |  | 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
FED-PA—LA-1000790R1 |  | Special Matters for Block C Aircraft |  | 11
[ * ] |  | [ * ] |  | [ * ]

* | 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. 3157 |  | BOEING PROPRIETARY 2 |  | SA 13

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 |
Supplemental Agreement No. 6 |  |  |  |  | March 17, 2010 |
Supplemental Agreement No. 7 |  |  |  |  | March 17, 2010 |
Supplemental Agreement No. 8 |  |  |  |  | April 30, 2010 |
Supplemental Agreement No. 9 |  |  |  |  | June 18, 2010 |
Supplemental Agreement No. 10 |  |  |  |  | June 18, 2010 |
Supplemental Agreement No. 11 |  |  |  |  | August 19, 2010 |
[ * ] |  |  |  |  | [ * ] |
Supplemental Agreement No. 13 |  |  |  |  | August 27, 2010 |

* | 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. 3157 |  | BOEING PROPRIETARY 3 |  | SA 13

The Boeing Company

P.O. Box 3707

Seattle, WA 98124-2207

August 11, 2010

6-1162-RRO-1144R1

Federal Express Corporation

2955 Republican Drive

Memphis, TN 38118

Attention: |  | Mr. Kevin Burkhart Managing Director — Aircraft Acquisitions & Sales
Subject: |  | [ * ]
Reference: |  | Supplemental Agreement No. 8 and No. 13 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:

In consideration of the strong business relationship between Boeing and Customer, and Customer executing Supplemental Agreement No. 8, Boeing has agreed to [ * ].

* | 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 Proprietary

6-1162-RRO-1144R1

August 11, 2010

Page 2

Further Customer agrees and acknowledges that Attachment A can not be revised/modified in anyway unless specifically agreed to in writing by Boeing.

Very truly yours, THE BOEING COMPANY
By |  | /s/ RICHARD R. OCHS
Its |  | Attorney-In-Fact
ACCEPTED AND AGREED TO this

Date: August 27, 2010

FEDERAL EXPRESS CORPORATION
By |  | /s/ PHILLIP C. BLUM
Its |  | VP, Aircraft Acquisitions & SAO

Boeing Proprietary