EXHIBIT 4.a.3
_____________________________________________________________________________
SERIES SUPPLEMENT 1996-A1
Dated June 11, 1996
Between
STATE STREET BANK AND TRUST COMPANY
as Pass Through Trustee,
and
FEDERAL EXPRESS CORPORATION
to
PASS THROUGH TRUST AGREEMENT
Dated as of February 1, 1993
As Amended and Restated as of October 1, 1995
$165,317,000
Federal Express Corporation
Pass Through Trust, 1996-A1
Federal Express Corporation
1996 Pass Through Certificates,
Series A1
_____________________________________________________________________________
TABLE OF CONTENTS
Page
RECITALS............................................................. 1
ARTICLE I
CERTAIN DEFINITIONS
ARTICLE II
DESIGNATIONS; TRUST FORMATION;
ISSUANCE OF PASS THROUGH CERTIFICATES
SECTION 2.01. Designations; Aggregate Amount................... 4
SECTION 2.02. Declaration of Trust; Authorization.............. 5
SECTION 2.03. Issuance of Pass Through Certificates............ 5
SECTION 2.04. Purchase of Equipment Certificates............... 5
SECTION 2.05. Representations and Warranties of the Company.... 5
SECTION 2.06. Conditions Precedent............................. 6
SECTION 2.07. Acceptance of Appointment of Pass Through
Trustee........................................ 6
ARTICLE III
DISTRIBUTION AND RECORD DATES;
CERTIFICATE AND SPECIAL PAYMENT ACCOUNTS;
CONCERNING AUTHENTICATING AGENT, PAYING AGENT AND REGISTRAR
AND THE CERTIFICATEHOLDERS
SECTION 3.01. Distribution Dates............................... 6
SECTION 3.02. Record Dates..................................... 7
SECTION 3.03. Certificate Account and Special Payments Account. 7
SECTION 3.04. Form of Pass Through Certificates................ 7
SECTION 3.05. Indenture Documents.............................. 7
SECTION 3.06. Appointment of Authenticating Agent; Paying
Agent and Registrar............................ 7
SECTION 3.07. Predelivery Funding.............................. 8
SECTION 3.08. ERISA............................................ 9
SECTION 3.09. Registered Global Certificate.................... 9
ARTICLE IV
MISCELLANEOUS
SECTION 4.01. Governing Law; Counterpart Form.................. 9
SECTION 4.02. Reports by the Company........................... 9
SECTION 4.03. Modification and Ratification of Pass Through
Agreement...................................... 10
SECTION 4.04. Termination...................................... 10
EXHIBIT A Form of Pass Through Certificate
SCHEDULE I Equipment Certificates; Related Indenture Documents
SERIES SUPPLEMENT 1996-A1
SERIES SUPPLEMENT 1996-A1, dated June 11, 1996 (this "Series
Supplement"), between FEDERAL EXPRESS CORPORATION, a Delaware corporation (the
"Company") and STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust
company, as Pass Through Trustee (the "Pass Through Trustee"), to the Pass
Through Trust Agreement, dated as of February 1, 1993, as amended and restated
as of October 1, 1995 (the "Pass Through Agreement"), between the Company and
NationsBank, National Association (Carolinas) (formerly known as NationsBank
of South Carolina, National Association), a national banking association.
RECITALS
WHEREAS, capitalized terms used herein shall have the
respective meanings set forth or referred to in Article I hereof;
WHEREAS, Section 2.01 of the Pass Through Agreement provides,
among other things, that the Company and the Pass Through Trustee may execute
and deliver one or more series supplements, each for the purpose of forming a
separate pass through trust for the benefit of the certificateholders of the
series of pass through certificates to be issued pursuant to such pass through
trust, appointing an institution to act as Pass Through Trustee if different
from the institution executing the Pass Through Agreement, establishing
certain terms of such pass through certificates, and pursuant to which the
pass through certificates of such series shall be executed and authenticated
by the Pass Through Trustee and delivered as directed by the Company;
WHEREAS, pursuant to the Participation Agreements, the Company
has agreed to cause the Equipment Certificates to be issued and sold to the
Pass Through Trustee, and the Pass Through Trustee has agreed to purchase the
Equipment Certificates, which will be held in trust as Trust Property for the
benefit of the Certificateholders;
WHEREAS, in order to facilitate such sale, the Company has
agreed, pursuant to the Underwriting Agreement, to cause the Pass Through
Trustee to issue and sell the Pass Through Certificates to the Underwriters;
WHEREAS, pursuant to the Pass Through Agreement and the terms
of this Series Supplement, the Pass Through Trustee will execute, authenticate
and deliver the Pass Through Certificates to the Underwriters upon receipt by
the Pass Through Trustee of the purchase price therefor, which will be applied
in accordance with this Series Supplement to purchase the Equipment
Certificates;
WHEREAS, the Pass Through Trustee hereby declares the creation
of this Pass Through Trust for the benefit of the Certificateholders, and the
initial Certificateholders of such Pass Through Certificates, as the grantors
of such Pass Through Trust, by their respective acceptances of such Pass
Through Certificates, join in the creation of such Pass Through Trust;
WHEREAS, to facilitate the sale of the Equipment Certificates
to, and the purchase of the Equipment Certificates by, the Pass Through
Trustee on behalf of this Pass Through Trust, the Company has duly authorized
the execution and delivery of this Series Supplement as the "issuer," as such
term is defined in and solely for purposes of the Securities Act, of the Pass
Through Certificates and as the "obligor," as such term is defined in and
solely for purposes of the Trust Indenture Act, with respect to all such Pass
Through Certificates; and
WHEREAS, this Series Supplement is subject to the provisions of
the Trust Indenture Act and shall, to the extent applicable, be governed by
such provisions;
IT IS HEREBY COVENANTED AND AGREED by and between the parties
hereto as follows:
ARTICLE I
CERTAIN DEFINITIONS
All terms used in this Series Supplement that are defined in
the Pass Through Agreement, either directly or by reference therein, have the
meanings assigned to them therein as supplemented by this Article I, if
applicable, except to the extent the context requires otherwise. Any such
defined term that is defined in the Pass Through Agreement as relating to a
particular Pass Through Trust or Series rather than to any Pass Through Trust
or Series generally shall, when used in this Series Supplement, relate solely
to the Federal Express Corporation Pass Through Trust, 1996-A1, or the Federal
Express Corporation 1996 Pass Through Certificates, Series A1, as the case may
be, whether or not expressly so stated herein.
"Aircraft" means one McDonnell Douglas MD-11F aircraft and two
Airbus A300F4-605R aircraft, including the Engines (as such term is defined in
the related Participation Agreement) relating thereto, leased or to be leased
by the Owner Trustee to the Company pursuant to one of three separate Leases
(or, in the case of the aircraft in respect of Federal Express Corporation
Trust No. N669FE, to be purchased by the Company as provided, and under the
circumstances specified, in Section 3.07 hereof) and, collectively, means all
of the foregoing.
"Authenticating Agent" has the meaning set forth in Section
3.06 hereof.
"Certificate Account" means the Certificate Account
specified in Section 3.03 hereof.
"Certificateholders" means the Certificateholders of the Series
of Pass Through Certificates designated in Section 2.01 hereof.
"Collateral Account" means the Collateral Account
established pursuant to the Indenture for Federal Express Corporation Trust
No. N669FE into which the proceeds of sale of the related Equipment Trust
Certificates will be deposited.
"Cut-off Date for Pass Through Trust" is inapplicable.
"Delivery Date" means, for any Equipment Certificates, the
Refunding Date (as such term is defined in the related Participation
Agreement) for such Equipment Certificates.
"Equipment Certificates" means those Equipment Trust
Certificates listed in Schedule I hereto.
"Issuance Date" means the date defined as the Closing Time in
the Underwriting Agreement.
"Participation Agreements" means those Participation Agreements
listed in Schedule I hereto.
"Pass Through Certificates" means the Pass Through Certificates
designated in Section 2.01 hereof.
"Pass Through Trust," "this Pass Through Trust" and other like
words means the Pass Through Trust designated in Section 2.01 hereof.
"Paying Agent" means the Person specified as such in Section
3.06 hereof.
"Record Date" means any Record Date specified in Section 3.02
hereof.
"Registrar" means the Person specified as such in Section 3.06
hereof.
"Regular Distribution Date" means any Regular Distribution Date
specified in Section 3.01 hereof.
"Special Distribution Date" means, for any Special Payment, the
Special Distribution Date for such Special Payment specified in Section 3.01
hereof.
"Special Payments Account" means the Special Payments Account
specified in Section 3.03 hereof.
"Trust Property" means all money, instruments, including the
Equipment Certificates that have been issued by the related Owner Trustee and
delivered to and accepted by the Pass Through Trustee for the benefit of the
Certificateholders, and other property held as the property of this Pass
Through Trust, including all distributions thereon and proceeds thereof.
"Underwriters" means the several Underwriters named in the
Underwriting Agreement.
"Underwriting Agreement" means the Underwriting Agreement dated
June 5, 1996 among the Company and Goldman, Sachs & Co., J.P. Morgan
Securities Inc. and Morgan Stanley & Co. Incorporated.
ARTICLE II
DESIGNATIONS; TRUST FORMATION;
ISSUANCE OF PASS THROUGH CERTIFICATES
SECTION 2.01. Designations; Aggregate Amount. The Pass
Through Trust created hereby shall be designated Federal Express
Corporation Pass Through Trust, 1996-A1 (herein sometimes called this "Pass
Through Trust"). The Pass Through Certificates evidencing Fractional
Undivided Interests in such Pass Through Trust shall be designated as the
Federal Express Corporation 1996 Pass Through Certificates, Series A1
(herein sometimes called the "Series A1 Pass Through Certificates"). The
Series A1 Pass Through Certificates shall be the only instruments
evidencing a fractional undivided interest in such Pass Through Trust.
Except as provided in Sections 2.08, 2.09 and 2.11 of the Pass
Through Agreement, the aggregate amount of Series A1 Pass Through Certificates
that may be authenticated, delivered and outstanding under this Series
Supplement is limited to $165,317,000.
SECTION 2.02. Declaration of Trust; Authorization. Each
initial Certificateholder, by its acceptance of any Series A1 Pass Through
Certificate is hereby deemed (1) as grantor, to join in the creation and
declaration of this Pass Through Trust and (2) as beneficiary of such Pass
Through Trust, to authorize and direct the Pass Through Trustee to execute and
deliver all documents to which the Pass Through Trustee is a party that may be
necessary or desirable to consummate the transactions contemplated hereby and
to exercise its rights and perform its duties under the Participation
Agreements, the Indentures, the Pass Through Agreement and this Series
Supplement.
The Pass Through Trustee hereby acknowledges and accepts this
grant of trust and declares that it will hold the Trust Property as Pass
Through Trustee of this Pass Through Trust for the use and benefit of the
Certificateholders.
SECTION 2.03. Issuance of Pass Through Certificates. Subject
to the terms set forth herein, on the Issuance Date (i) the Company shall
direct the Underwriters to execute a wire transfer or intra-bank transfer to
the Pass Through Trustee in the amount of the total proceeds payable by such
Underwriters pursuant to the Underwriting Agreement with respect to the Series
A1 Pass Through Certificates and (ii) the Pass Through Trustee shall deliver
the Series A1 Pass Through Certificates to the Underwriters as provided in the
Underwriting Agreement upon receipt by the Pass Through Trustee of such
proceeds.
SECTION 2.04. Purchase of Equipment Certificates. On the
Issuance Date, the Pass Through Trustee shall purchase, in accordance with
Section 2.02 of the Pass Through Agreement, each of the Equipment
Certificates upon the satisfaction or waiver of the conditions for such
purchase by the Pass Through Trustee set forth in the related Participation
Agreement.
SECTION 2.05. Representations and Warranties of the Company.
All of the representations and warranties of the Company set forth or
incorporated by reference in Section 1 of the Underwriting Agreement are
incorporated by reference in this Series Supplement as if set forth herein and
the Company represents and warrants that such representations and warranties
are true and correct on the date hereof, except to the extent that such
representations and warranties expressly relate solely to an earlier date or
later date (in which case such representations and warranties were correct on
and as of such earlier date or will be correct on and as of such later date,
as the case may be).
SECTION 2.06. Conditions Precedent. The obligations of the
Pass Through Trustee to participate in the transactions described in Sections
2.03 and 2.04 hereof are subject to (i) receipt by the Pass Through Trustee of
a certificate of the Company to the same effect as the certificate of the
Company delivered to the Underwriters pursuant to Section 5(c) of the
Underwriting Agreement, and (ii) satisfaction or waiver of the conditions for
the purchase by the Underwriters of the Pass Through Certificates set forth in
Section 5 of the Underwriting Agreement, which satisfaction or waiver for the
purposes hereof shall be conclusively demonstrated by the receipt by the Pass
Through Trustee of the total proceeds payable by such Underwriters pursuant to
the Underwriting Agreement with respect to the Series A1 Pass Through
Certificates.
SECTION 2.07. Acceptance of Appointment of Pass Through
Trustee. State Street Bank and Trust Company represents and warrants that it
is qualified to serve as Pass Through Trustee and satisfies the criteria
specified in Section 10.02 of the Pass Through Agreement for eligibility as a
Pass Through Trustee. State Street Bank and Trust Company hereby agrees to
serve as Pass Through Trustee for the Pass Through Certificates and
acknowledges its appointment as Pass Through Trustee in accordance with the
provisions of, and subject to all of the terms and conditions set forth in,
the Pass Through Agreement and this related Series Supplement upon the
execution and delivery of this Series Supplement.
ARTICLE III
DISTRIBUTION AND RECORD DATES;
CERTIFICATE AND SPECIAL PAYMENT ACCOUNTS;
CONCERNING AUTHENTICATING AGENT, PAYING AGENT AND REGISTRAR
AND THE CERTIFICATEHOLDERS
SECTION 3.01. Distribution Dates. The Regular
Distribution Dates are each January 30 and July 30, commencing on July 30,
1996. The Special Distribution Date for any month in which a Special
Payment is to be distributed will be the thirtieth day of such month,
except that the Special Distribution Date for any Special Payment received
by the Pass Through Trustee in connection with a prepayment of any
Equipment Certificate pursuant to Section 6.02(a)(i), 6.02(a)(v) or, in the
case of the Indenture in respect of Federal Express Corporation Trust No.
N669FE, 6.02(a)(vi) of the related Indenture will correspond to the date of
the receipt of such Special Payment by the Pass Through Trustee. Notice of
such Special Payment shall be mailed as soon as practicable after receipt
by the Pass Through Trustee of the notice of such prepayment.
SECTION 3.02. Record Dates. The Record Dates for the Regular
Distribution Dates are January 15 and July 15, respectively, and the Record
Date for any Special Distribution Date is the fifteenth day preceding such
Special Distribution Date, in any event, whether or not such date is a
Business Day.
SECTION 3.03. Certificate Account and Special Payments
Account. In accordance with Section 5.01(a) of the Pass Through Agreement and
upon receipt of any Scheduled Payment, the Pass Through Trustee shall
immediately deposit such Scheduled Payment into the Certificate Account, a
separate and non-interest bearing account designated by the Pass Through
Trustee to be used for such purpose. In accordance with Section 5.01(b) of
the Pass Through Agreement and upon receipt of any Special Payment, the Pass
Through Trustee shall immediately deposit such Special Payment into the
Special Payments Account, a separate and, except as provided in Section 5.04
of the Pass Through Agreement, non-interest bearing account designated by the
Pass Through Trustee to be used for such purpose.
SECTION 3.04. Form of Pass Through Certificates. Subject to
Section 2.07 of the Pass Through Agreement, each of the Series A1 Pass Through
Certificates will be substantially in the form of Exhibit A hereto. The
Series A1 Pass Through Certificates will be issued pursuant to a book-entry
system in the form of one Registered Global Certificate and subject to the
conditions set forth in the Letter of Representations among the Company, the
Pass Through Trustee and The Depository Trust Company.
SECTION 3.05. Indenture Documents. The related Indenture
Documents are listed in Schedule I hereto.
SECTION 3.06. Appointment of Authenticating Agent; Paying
Agent and Registrar. (a) The Pass Through Trustee may appoint an
authenticating agent (the "Authenticating Agent") with respect to the Pass
Through Certificates which shall be authorized to act on behalf of the Pass
Through Trustee to authenticate the Pass Through Certificates issued upon
original issue and upon exchange or registration of transfer thereof or
pursuant to Section 2.09 of the Pass Through Agreement. Pass Through
Certificates so authenticated shall be entitled to the benefits of the Pass
Through Agreement and this Series Supplement and shall be valid and obligatory
for all purposes as if authenticated by the Pass Through Trustee. Whenever
reference is made in the Pass Through Agreement or this Series Supplement to
the authentication and delivery of Pass Through Certificates by the Pass
Through Trustee or the Pass Through Trustee's certificate of authentication,
such reference shall be deemed to include authentication and delivery on
behalf of the Pass Through Trustee by an Authenticating Agent and a
certificate of authentication executed on behalf of the Pass Through Trustee
by an Authenticating Agent.
(b) The Paying Agent, Registrar and Authenticating Agent for
the Series A1 Pass Through Certificates initially shall be State Street Bank
and Trust Company ("State Street Bank and Trust Company"), Two International
Place, 4th Floor, Boston, Massachusetts 02110. State Street Bank and Trust
Company hereby represents and warrants to the Company that it is qualified to
serve as Paying Agent, Registrar and Authenticating Agent under the provisions
of, and subject to all of the terms and conditions set forth in, the Pass
Through Agreement and this related Series Supplement.
SECTION 3.07. Predelivery Funding. During the period between
the date of issuance of Equipment Certificates by the Owner Trustee in respect
of Federal Express Corporation Trust No. N669FE and the delivery date of the
related Aircraft, such Equipment Certificates will not be secured by such
Aircraft or the related Lease, but will be secured by the Collateral Account.
Pursuant to the related Indenture, the Owner Trustee will deposit the proceeds
from the sale of the related Equipment Certificates into the Collateral
Account for the benefit of the related Indenture Trustee. Sums deposited in
the Collateral Account will be invested in: (i) direct obligations of the
United States of America or obligations fully guaranteed by the United States
of America (b) commercial paper rated A-1/P-1 by Standard & Poor's Ratings
Group and Moody's Investors Service, Inc., respectively or, if such ratings
are unavailable, rated by any nationally recognized rating organization in the
United States equal to the highest rating assigned by such rating
organization; (c) overnight federal funds transactions with members of the
Federal Reserve System arranged by federal funds brokers; and (d) overnight
repurchase agreements with respect to the securities described in clause (a)
above entered into with an office of a bank or trust company which is located
in the United States of America of any bank or trust company which is
organized under the laws of the United States or any state thereof and has
capital, surplus and undivided profits aggregating at least $500 million. The
Company will pay to the Indenture Trustee on demand any losses on such
investments. On the delivery date of such Aircraft, upon satisfaction or
waiver of the conditions to the Indenture Trustee's release of amounts in the
Collateral Account, the Indenture Trustee will release such amounts. Such
amounts will be applied by the Indenture Trustee in accordance with the
related Participation Agreement to pay a portion of the purchase price for
such Aircraft on the delivery date thereof.
The Company will pay to the Indenture Trustee on such
delivery date the excess, if any, of the portion of the purchase price for
such Aircraft required to be paid by the Indenture Trustee over the amounts
released from the Collateral Account net of investment earnings (which will
be paid to the Company). The Company is obligated to cause the proceeds of
the Equipment Certificates to be utilized to acquire such Aircraft in all
circumstances other than the failure of the manufacturer to deliver such
Aircraft. Accordingly, if the related Owner Participant does not make
available its portion of the purchase price on the delivery date of such
Aircraft or the Company does not enter into the related Lease on or prior
to September 30, 1996 for any reason other than the failure of the
manufacturer to deliver such Aircraft, the Company will purchase such
Aircraft and assume on a fully recourse basis all of the obligations of the
Owner Trustee under the related Equipment Certificates pursuant to an
indenture containing terms substantially identical to those contained in
the Leases and Indentures in respect of Federal Express Corporation Trust
No. N582FE and Federal Express Corporation Trust No. N668FE. In such
case, the Indenture Trustee will release the amounts in the Collateral
Account to the Company to pay a portion of the purchase price for such
Aircraft.
SECTION 3.08. ERISA. Any Person who is, or who in
acquiring a Pass Through Certificate is or may be using the assets of, an
employee benefit plan subject to Title I of The Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), or an individual retirement
account or plan subject to Section 4975 of the Code, or any trust
established under any such plan or account, may acquire or hold any of the
Pass Through Certificates, if such Person determines either that an
administrative or a statutory exemption from the prohibited transaction
rules under Section 406 of ERISA and Section 4975 of the Code is applicable
to its purchase and holding of a Pass Through Certificate or that its
purchase and holding of a Pass Through Certificate will not result in a
prohibited transaction under Section 406 of ERISA and Section 4975 of the
Code.
SECTION 3.09. Registered Global Certificate. The Series A1
Pass Through Certificates are to be issued in whole in the form of a
Registered Global Certificate, and Section 2.12 of the Pass Through Agreement
shall, accordingly, be applicable. The Depository for the Registered Global
Certificate and the Letter of Representations is The Depository Trust Company.
ARTICLE IV
MISCELLANEOUS
SECTION 4.01. Governing Law; Counterpart Form. AS PROVIDED
IN SECTION 13.14 OF THE PASS THROUGH AGREEMENT, THIS SERIES SUPPLEMENT AND
EACH SERIES A1 PASS THROUGH CERTIFICATE SHALL IN ALL RESPECTS BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK, INCLUDING
ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE.
This Series Supplement may be executed by the parties hereto
in separate counterparts, each of which when so executed and delivered
shall be an original, but all such counterparts shall together constitute
but one and the same instrument.
SECTION 4.02. Reports by the Company. In addition to the
reports required to be provided by the Company pursuant to Section 4.03 of the
Pass Through Agreement, the Company agrees to furnish to the Pass Through
Trustee from time to time, such other financial information as the Pass
Through Trustee may reasonably request.
SECTION 4.03. Modification and Ratification of Pass Through
Agreement. The Pass Through Agreement is incorporated herein by reference in
its entirety, and shall be deemed to be a part of this Series Supplement as if
set forth in full herein, and is in all respects ratified and confirmed, as
supplemented and modified by this Series Supplement.
SECTION 4.04. Termination. In no event shall this Pass
Through Trust continue beyond the expiration of 21 years after the death of
the last survivor of George Pataki, Governor of New York State, living on
the date of this Series Supplement.
IN WITNESS WHEREOF, the parties have caused their names to be
signed hereto by their respective officers thereunto duly authorized, all on
the day and year first above written.
FEDERAL EXPRESS CORPORATION
By: _________________________________________
Name: Robert D. Henning
Title: Assistant Treasurer and Managing
Director - Structured Finance
STATE STREET BANK AND TRUST COMPANY,
as Pass Through Trustee
By: _________________________________________
Name:
Title:
Exhibit A
to
Series Supplement
FORM OF PASS THROUGH CERTIFICATE
THIS IS A REGISTERED GLOBAL CERTIFICATE REFERRED TO IN
SECTION 2.12 OF THE PASS THROUGH TRUST AGREEMENT.
Unless this pass through certificate is presented by an authorized
representative of The Depository Trust Company, a New York corporation
("DTC"), to the Pass Through Trustee or its agent for registration or
transfer, exchange or payment, and any certificate issued is registered in
the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC (and any payment is made to Cede & Co. or
to such other entity as is requested by an authorized representative of
DTC), ANY TRANSFER, PLEDGE OR OTHER USE THEREOF FOR VALUE OR OTHERWISE BY
OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede
& Co., has an interest herein.
FEDERAL EXPRESS CORPORATION PASS THROUGH TRUST, 1996-A1
1996 Pass Through Certificate, Series A1
CUSIP 31331F-AQ4
Final Regular Distribution Date: January 30, 2015
evidencing a fractional undivided interest in a pass through trust,
the property of which includes certain Equipment Certificates.
Certificate No. _______
Applicable interest rate on Equipment Certificates held in
Pass Through Trust, 1996-A1: 7.85%.
$___________ Fractional Undivided Interest representing _______ of the Pass
Through Trust per $1,000 face amount.
THIS CERTIFIES THAT CEDE & CO., for value received, is the
registered owner of a $_________ (_____________ dollars) Fractional Undivided
Interest in the Federal Express Corporation Pass Through Trust, 1996-A1 (the
"Pass Through Trust") created and declared by State Street Bank and Trust
Company, as pass through trustee (the "Pass Through Trustee"), pursuant to the
Pass Through Trust Agreement dated as of February 1, 1993, as amended and
restated as of October 1, 1995 (the "Pass Through Agreement"), as supplemented
by Series Supplement 1996-A1 thereto dated June 11, 1996 (the "Series
Supplement") between the Pass Through Trustee and Federal Express Corporation,
a Delaware corporation (the "Company"), a summary of certain of the pertinent
provisions of which is set forth below. To the extent not otherwise defined
herein, the capitalized terms used herein have the meanings assigned to them
in the Pass Through Agreement and the Series Supplement.
This Pass Through Certificate is one of the duly authorized
Pass Through Certificates designated as "Federal Express Corporation 1996
Pass Through Certificates, Series A1." This Pass Through Certificate is
issued under and is subject to the terms, provisions, and conditions of the
Pass Through Agreement and the Series Supplement, to which the
Certificateholder of this Pass Through Certificate by virtue of the
acceptance hereof assents and by which such Certificateholder is bound.
The property of the Pass Through Trust (the "Trust Property") includes
certain Equipment Certificates (the "Equipment Certificates"). Each series
of Equipment Certificates is secured by a security interest in (A) an
aircraft leased to or owned by the Company and, in the case of a leased
aircraft, an assignment of the rights of the Related Owner Trustee with
respect to such aircraft, including the right to receive rent and other
amounts payable under the related Lease or Indenture with respect to such
aircraft or (B) a collateral account holding securities purchased with the
proceeds of the sale of such series of Equipment Certificates. The
Certificateholders have no rights, benefits or interests in respect of any
other separate trust established pursuant to the terms of the Pass Through
Agreement for any other series of Pass Through Certificates issued pursuant
thereto.
Subject to and in accordance with the terms of the Pass
Through Agreement and the Series Supplement, from funds then available to
the Pass Through Trustee, there will be distributed on each January 30 and
July 30 (a "Regular Distribution Date"), commencing on July 30, 1996, to
the Person in whose name this Pass Through Certificate is registered at the
close of business on the 15th day preceding the applicable Regular
Distribution Date, an amount in respect of the Scheduled Payments on the
Equipment Certificates due on such Regular Distribution Date, equal to the
product of the percentage interest in the Pass Through Trust evidenced by
this Pass Through Certificate and an amount equal to the sum of such
Scheduled Payments. Subject to and in accordance with the terms of the
Pass Through Agreement and the Series Supplement, if Special Payments on
the Equipment Certificates are received by the Pass Through Trustee, from
funds then available to the Pass Through Trustee, there shall be
distributed on the applicable Special Distribution Date, to the Person in
whose name this Pass Through Certificate is registered at the close of
business on the 15th day preceding such Special Distribution Date, an
amount in respect of such Special Payments on the Equipment Certificates,
equal to the product of the percentage interest in the Pass Through Trust
evidenced by this Pass Through Certificate and an amount equal to the sum
of such Special Payments so received.
If a Distribution Date is not a Business Day, distribution
shall be made on the immediately following Business Day with the same force
and effect as if made on such Distribution Date and no interest shall accrue
during the intervening period. The Special Distribution Date shall be the
thirtieth day of the month determined as provided in the Pass Through
Agreement and the Series Supplement, except in certain circumstances, in which
case it will be the date of receipt of proceeds by the Pass Through Trustee as
provided in the Series Supplement. The Pass Through Trustee shall mail notice
of each Special Payment and the Special Distribution Date therefor to the
Certificateholder of this Pass Through Certificate.
Distributions on this Pass Through Certificate will be made by
the Pass Through Trustee to the Person entitled thereto, without the
presentation or surrender of this Pass Through Certificate or the making of
any notation hereon. Except as otherwise provided in the Pass Through
Agreement and notwithstanding the above, the final distribution on this Pass
Through Certificate will be made after notice is mailed by the Pass Through
Trustee of the pendency of such distribution and only upon presentation and
surrender of this Pass Through Certificate at the office or agency of the Pass
Through Trustee specified in such notice.
Any Person who is, or who in acquiring this Pass Through
Certificate is or may be using the assets of, an employee benefit plan subject
to Title I of The Employee Retirement Income Security Act of 1974, as amended
("ERISA"), or an individual retirement account or plan subject to Section 4975
of the Code, or any trust established under any such plan or account, may
acquire or hold any of the Pass Through Certificates, if such Person
determines either that an administrative or a statutory exemption from the
prohibited transaction rules under Section 406 of ERISA and Section 4975 of
the Code is applicable to its purchase and holding of this Pass Through
Certificate or that its purchase and holding of this Pass Through Certificate
will not result in a prohibited transaction under Section 406 of ERISA and
Section 4975 of the Code.
This Pass Through Certificate shall be governed by and
construed in accordance with the laws of the State of New York.
Reference is hereby made to the further provisions of this Pass
Through Certificate set forth on the reverse hereof, which further provisions
shall for all purposes have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been
executed by the Pass Through Trustee, by manual signature, this Pass Through
Certificate shall not be entitled to any benefit under the Pass Through Trust
or be valid for any purpose.
IN WITNESS WHEREOF, the Pass Through Trustee has caused this
Pass Through Certificate to be duly executed.
FEDERAL EXPRESS CORPORATION
PASS THROUGH TRUST, 1996-A1
By: STATE STREET BANK AND TRUST COMPANY
as Pass Through Trustee
By: ________________________________
Authorized Signatory
[FORM OF THE PASS THROUGH TRUSTEE'S CERTIFICATE OF AUTHENTICATION]
Dated:
This is one of the Pass Through Certificates referred to in the
within-mentioned Pass Through Agreement and the Series Supplement.
STATE STREET BANK AND TRUST COMPANY
as Pass Through Trustee
By: ________________________________
Authorized Signatory
[Reverse of Pass Through Certificate]
The Pass Through Certificates do not represent a direct obligation
of, or an obligation guaranteed by, or an interest in, the Company or the Pass
Through Trustee or any affiliate thereof. The Pass Through Certificates are
limited in right of payment, all as more specifically set forth on the face
hereof and in the Pass Through Agreement and the Series Supplement. All
payments or distributions made to Certificateholders under the Pass Through
Agreement shall be made only from the Trust Property and only to the extent
that the Pass Through Trustee shall have sufficient income or proceeds from
the Trust Property to make such payments in accordance with the terms of the
Pass Through Agreement and the Series Supplement. Each Certificateholder of
this Pass Through Certificate, by its acceptance hereof, agrees that it will
look solely to the income and proceeds from the Trust Property to the extent
available for distribution to such Certificateholder as provided in the Pass
Through Agreement and the Series Supplement.
In connection with withholding taxes, under certain circumstances
the Pass Through Trustee may retain certain amounts otherwise distributable
to a Certificateholder. The purchase by any Certificateholder of any Pass
Through Certificate constitutes the consent of such Certificateholder to
such retention in accordance with the terms of the Pass Through Agreement.
This Pass Through Certificate does not purport to summarize the Pass
Through Agreement and the Series Supplement and reference is made to the
Pass Through Agreement and the Series Supplement for information with
respect to the interests, rights, benefits, obligations, proceeds and
duties evidenced hereby. A copy of the Pass Through Agreement may be
examined by any Certificateholder upon request during normal business hours
at the principal office of the Pass Through Trustee, and at such other
places designated by the Pass Through Trustee.
As of the date of issuance of this Pass Through Certificate, and
assuming that no prepayment or default in respect of payment on the Equipment
Certificates shall occur, the aggregate scheduled repayments of principal on
the Equipment Certificates for the Pass Through Trust and the resulting Pool
Factors for the Pass Through Trust after taking into account each such
repayment are set forth below:
Pass Through Trust, 1996-A1
Scheduled
Principal
Payments on
Regular Equipment Trust
Distribution Dates Certificates Pool Factor
------------------ --------------- ----------
July 30, 1996 $ 0 1.0000000
January 30, 1997 662,576 0.9959921
July 30, 1997 2,094,992 0.9833195
January 30, 1998 1,014,928 0.9771802
July 30, 1998 2,727,584 0.9606811
January 30, 1999 1,033,746 0.9544280
July 30, 1999 3,003,292 0.9362611
January 30, 2000 1,059,938 0.9298496
July 30, 2000 3,367,562 0.9094793
January 30, 2001 6,213,353 0.8718948
July 30, 2001 0 0.8718948
January 30, 2002 6,719,920 0.8312461
July 30, 2002 0 0.8312461
January 30, 2003 8,096,245 0.7822720
July 30, 2003 894,906 0.7768588
January 30, 2004 6,422,412 0.7380097
July 30, 2004 0 0.7380097
January 30, 2005 3,731,064 0.7154405
July 30, 2005 0 0.7154405
January 30, 2006 5,583,340 0.6816670
July 30, 2006 0 0.6816670
January 30, 2007 7,582,919 0.6357980
July 30, 2007 0 0.6357980
January 30, 2008 8,742,118 0.5829171
July 30, 2008 0 0.5829171
January 30, 2009 10,868,614 0.5171730
July 30, 2009 0 0.5171730
January 30, 2010 13,653,775 0.4345815
July 30, 2010 0 0.4345815
January 30, 2011 13,844,458 0.3508366
July 30, 2011 0 0.3508366
January 30, 2012 16,645,205 0.2501500
July 30, 2012 0 0.2501500
January 30, 2013 18,005,235 0.1412366
July 30, 2013 0 0.1412366
January 30, 2014 19,676,927 0.0222112
July 30, 2014 0 0.0222112
January 30, 2015 3,671,891 0.0000000
The Pass Through Agreement and the Series Supplement permit, with
certain exceptions provided therein, the amendment thereof and the
modification of the rights and obligations of the Company and the rights of
the Certificateholders under the Pass Through Trust at any time by the Company
and the Pass Through Trustee with the consent of the Majority In Interest of
Certificateholders in the Pass Through Trust. Any such consent by the
Certificateholder of this Pass Through Certificate shall be conclusive and
binding on such Certificateholder and upon all future Certificateholders of
this Pass Through Certificate and of any Pass Through Certificate issued upon
the transfer hereof or in exchange hereof or in lieu hereof whether or not
notation of such consent is made upon this Pass Through Certificate. The Pass
Through Agreement and the Series Supplement also permit the amendment thereof,
in certain limited circumstances, without the consent of the
Certificateholders of any of the Pass Through Certificates.
As provided in the Pass Through Agreement and the Series Supplement
and subject to certain limitations set forth therein, the transfer of this
Pass Through Certificate is registrable in the Register upon surrender of this
Pass Through Certificate for registration of transfer to the Pass Through
Trustee in its capacity as Registrar, or by any successor Registrar, duly
endorsed or accompanied by a written instrument of transfer in form
satisfactory to the Pass Through Trustee and the Registrar duly executed by
the Certificateholder hereof or such Certificateholder's attorney duly
authorized in writing, and thereupon one or more new Pass Through Certificates
of authorized denominations evidencing the same aggregate Fractional Undivided
Interest in the Pass Through Trust will be issued to the designated transferee
or transferees.
The Pass Through Certificates are issuable only as registered Pass
Through Certificates without coupons in minimum denominations of $1,000
fractional undivided interests and integral multiples thereof. As provided in
the Pass Through Agreement and the Series Supplement and subject to certain
limitations set forth therein, the Pass Through Certificates are exchangeable
for new Pass Through Certificates of authorized denominations evidencing the
same aggregate Fractional Undivided Interest in the Pass Through Trust, as
requested by the Certificateholder surrendering the same.
No service charge will be made for any such registration of transfer
or exchange, but the Pass Through Trustee may require payment of a sum
sufficient to cover any tax or governmental charge payable in connection
therewith.
The Pass Through Trustee, the Registrar, and any agent of the Pass
Through Trustee or the Registrar may treat the person in whose name this Pass
Through Certificate is registered as the owner hereof for all purposes, and
neither the Pass Through Trustee, the Registrar, nor any such agent shall be
affected by any notice to the contrary.
The obligations and responsibilities created by the Pass Through
Agreement and the Series Supplement and the Pass Through Trust created thereby
shall terminate upon the distribution to Certificateholders of all amounts
required to be distributed to them pursuant to the Pass Through Agreement and
the Series Supplement and the disposition of all property held as part of the
Trust Property.
Schedule I
to
Series Supplement
Federal Express Corporation
Pass Through Trust, 1996-A1
Equipment Certificates;
Related Indenture Documents
1. Equipment Trust Certificates (Federal Express Corporation Trust No.
N582FE):
Interest Rate: 7.85%
Maturity: January 30, 2015
Principal Amount: $61,948,000.00
Related Indenture Documents:
Trust Indenture and Security Agreement (Federal Express Corporation Trust
No. N582FE) dated as of April 1, 1996, amended and restated as of June 1,
1996, between First Security Bank of Utah, National Association, as Owner
Trustee, and State Street Bank and Trust Company, as Indenture Trustee;
Trust Indenture and Security Agreement Supplement No. 1 (Federal Express
Corporation Trust No. N582FE) dated April 22, 1996, between First Security
Bank of Utah, National Association, as Owner Trustee, and State Street Bank
and Trust Company, as Indenture Trustee;
Participation Agreement (Federal Express Corporation Trust No. N582FE)
dated as of April 1, 1996, amended and restated as of June 1, 1996, among
Federal Express Corporation, as Lessee, Boatmen's Equipment Finance, Inc.,
as Owner Participant, First Security Bank of Utah, National Association, as
Owner Trustee, State Street Bank and Trust Company, as Indenture Trustee,
State Street Bank and Trust Company, as Pass Through Trustee and Morgan
Guaranty Trust Company of New York, Bank of America NT & SA, The Chase
Manhattan Bank (National Association), Commerzbank AG, Atlanta Agency and
NationsBank, N.A. (South), as Original Loan Participants;
Trust Agreement (Federal Express Corporation Trust No. N582FE) dated as of
April 1, 1996, amended and restated as of June 1, 1996, between Boatmen's
Equipment Finance, Inc., as Owner Participant and First Security Bank of
Utah, National Association, as Owner Trustee;
Lease Agreement (Federal Express Corporation Trust No. N582FE) dated as of
April 1, 1996, amended and restated as of June 1, 1996, between First
Security Bank of Utah, National Association, as Owner Trustee and Lessor,
and Federal Express Corporation, as Lessee;
Lease Supplement No. 1 (Federal Express Corporation Trust No. N582FE) dated
April 22, 1996, between First Security Bank of Utah, National Association,
as Owner Trustee and Lessor, and Federal Express Corporation, as Lessee;
and
Owner Participant Guaranty (Federal Express Corporation Trust No. N582FE)
dated April 22, 1996, as amended and restated as of June 11, 1996, by The
Boatmen's National Bank of St. Louis, as the Owner Participant Guarantor in
favor of the Lessee, the Owner Trustee, the Indenture Trustee and the Pass
Through Trustee.
2. Equipment Trust Certificates (Federal Express Corporation Trust No.
N668FE):
Interest Rate: 7.85%
Maturity: January 30, 2015
Principal Amount: $50,511,000.00
Related Indenture Documents:
Trust Indenture and Security Agreement (Federal Express Corporation Trust
No. N668FE) dated as of May 15, 1996, amended and restated as of June 1,
1996, between First Security Bank of Utah, National Association, as Owner
Trustee, and State Street Bank and Trust Company, as Indenture Trustee;
Trust Indenture and Security Agreement Supplement No. 1 (Federal Express
Corporation Trust No. N668FE) dated May 24, 1996, between First Security
Bank of Utah, National Association, as Owner Trustee, and State Street Bank
and Trust Company, as Indenture Trustee;
Participation Agreement (Federal Express Corporation Trust No. N668FE)
dated as of May 1, 1996, amended and restated as of June 1, 1996, among
Federal Express Corporation, as Lessee, PMCC Leasing Corporation, as Owner
Participant, First Security Bank of Utah, National Association, as Owner
Trustee, State Street Bank and Trust Company, as Indenture Trustee, State
Street Bank and Trust Company, as Pass Through Trustee and Morgan Guaranty
Trust Company of New York, Bank of America NT & SA, The Chase Manhattan
Bank (National Association), Commerzbank AG, Atlanta Agency and
NationsBank, N.A. (South), as Original Loan Participants;
Trust Agreement (Federal Express Corporation Trust No. N668FE) dated as of
May 1, 1996, amended and restated as of June 1, 1996, between PMCC Leasing
Corporation, as Owner Participant and First Security Bank of Utah, National
Association, as Owner Trustee;
Lease Agreement (Federal Express Corporation Trust No. N668FE) dated as of
May 15, 1996, amended and restated as of June 1, 1996, between First
Security Bank of Utah, National Association, as Owner Trustee and Lessor,
and Federal Express Corporation, as Lessee; and
Lease Supplement No. 1 (Federal Express Corporation Trust No. N668FE) dated
May 24, 1996, between First Security Bank of Utah, National Association, as
Owner Trustee and Lessor, and Federal Express Corporation, as Lessee.
3. Equipment Trust Certificates (Federal Express Corporation Trust No.
N669FE):
Interest Rate: 7.85%
Maturity: January 30, 2015
Principal Amount: $52,858,000.00
Related Indenture Documents:
Trust Indenture and Security Agreement (Federal Express Corporation Trust
No. N669FE) dated as of June 1, 1996, between First Security Bank of Utah,
National Association, as Owner Trustee, and State Street Bank and Trust
Company, as Indenture Trustee;
Participation Agreement (Federal Express Corporation Trust No. N669FE)
dated as of June 1, 1996, among Federal Express Corporation, as Lessee,
PMCC Leasing Corporation, as Owner Participant, First Security Bank of
Utah, National Association, as Owner Trustee, State Street Bank and Trust
Company, as Indenture Trustee and State Street Bank and Trust Company, as
Pass Through Trustee;
Trust Agreement (Federal Express Corporation Trust No. N669FE) dated as of
June 1, 1996, between PMCC Leasing Corporation, as Owner Participant and
First Security Bank of Utah, National Association, as Owner Trustee; and
Lease Agreement (Federal Express Corporation Trust No. N669FE) dated as of
June 1, 1996, between First Security Bank of Utah, National Association, as
Owner Trustee and Lessor, and Federal Express Corporation, as Lessee.
_____________________________________________________________________________
SERIES SUPPLEMENT 1996-A2
Dated June 11, 1996
Between
STATE STREET BANK AND TRUST COMPANY
as Pass Through Trustee,
and
FEDERAL EXPRESS CORPORATION
to
PASS THROUGH TRUST AGREEMENT
Dated as of February 1, 1993
As Amended and Restated as of October 1, 1995
$24,607,000
Federal Express Corporation
Pass Through Trust, 1996-A2
Federal Express Corporation
1996 Pass Through Certificates,
Series A2
_____________________________________________________________________________
TABLE OF CONTENTS
Page
----
RECITALS............................................................. 1
ARTICLE I
CERTAIN DEFINITIONS
ARTICLE II
DESIGNATIONS; TRUST FORMATION;
ISSUANCE OF PASS THROUGH CERTIFICATES
SECTION 2.01. Designations; Aggregate Amount................... 4
SECTION 2.02. Declaration of Trust; Authorization.............. 5
SECTION 2.03. Issuance of Pass Through Certificates............ 5
SECTION 2.04. Purchase of Equipment Certificates............... 5
SECTION 2.05. Representations and Warranties of the Company.... 5
SECTION 2.06. Conditions Precedent............................. 6
SECTION 2.07. Acceptance of Appointment of Pass Through
Trustee........................................ 6
ARTICLE III
DISTRIBUTION AND RECORD DATES;
CERTIFICATE AND SPECIAL PAYMENT ACCOUNTS;
CONCERNING AUTHENTICATING AGENT, PAYING AGENT AND REGISTRAR
AND THE CERTIFICATEHOLDERS
SECTION 3.01. Distribution Dates............................... 6
SECTION 3.02. Record Dates..................................... 7
SECTION 3.03. Certificate Account and Special Payments Account. 7
SECTION 3.04. Form of Pass Through Certificates................ 7
SECTION 3.05. Indenture Documents.............................. 7
SECTION 3.06. Appointment of Authenticating Agent; Paying
Agent and Registrar........................... 7
SECTION 3.07. Predelivery Funding.............................. 8
SECTION 3.08. ERISA............................................ 9
SECTION 3.09. Registered Global Certificate.................... 9
ARTICLE IV
MISCELLANEOUS
SECTION 4.01. Governing Law; Counterpart Form.................. 9
SECTION 4.02. Reports by the Company........................... 9
SECTION 4.03. Modification and Ratification of Pass Through
Agreement..,,,,................................ 10
SECTION 4.04. Termination...................................... 10
EXHIBIT A Form of Pass Through Certificate
SCHEDULE I Equipment Certificates; Related Indenture Documents
SERIES SUPPLEMENT 1996-A2
SERIES SUPPLEMENT 1996-A2, dated June 11, 1996 (this "Series
Supplement"), between FEDERAL EXPRESS CORPORATION, a Delaware corporation (the
"Company") and STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust
company, as Pass Through Trustee (the "Pass Through Trustee"), to the Pass
Through Trust Agreement, dated as of February 1, 1993, as amended and restated
as of October 1, 1995 (the "Pass Through Agreement"), between the Company and
NationsBank, National Association (Carolinas) (formerly known as NationsBank
of South Carolina, National Association), a national banking association.
RECITALS
WHEREAS, capitalized terms used herein shall have the
respective meanings set forth or referred to in Article I hereof;
WHEREAS, Section 2.01 of the Pass Through Agreement provides,
among other things, that the Company and the Pass Through Trustee may execute
and deliver one or more series supplements, each for the purpose of forming a
separate pass through trust for the benefit of the certificateholders of the
series of pass through certificates to be issued pursuant to such pass through
trust, appointing an institution to act as Pass Through Trustee if different
from the institution executing the Pass Through Agreement, establishing
certain terms of such pass through certificates, and pursuant to which the
pass through certificates of such series shall be executed and authenticated
by the Pass Through Trustee and delivered as directed by the Company;
WHEREAS, pursuant to the Participation Agreements, the Company
has agreed to cause the Equipment Certificates to be issued and sold to the
Pass Through Trustee, and the Pass Through Trustee has agreed to purchase the
Equipment Certificates, which will be held in trust as Trust Property for the
benefit of the Certificateholders;
WHEREAS, in order to facilitate such sale, the Company has
agreed, pursuant to the Underwriting Agreement, to cause the Pass Through
Trustee to issue and sell the Pass Through Certificates to the Underwriters;
WHEREAS, pursuant to the Pass Through Agreement and the terms
of this Series Supplement, the Pass Through Trustee will execute, authenticate
and deliver the Pass Through Certificates to the Underwriters upon receipt by
the Pass Through Trustee of the purchase price therefor, which will be applied
in accordance with this Series Supplement to purchase the Equipment
Certificates;
WHEREAS, the Pass Through Trustee hereby declares the creation
of this Pass Through Trust for the benefit of the Certificateholders, and the
initial Certificateholders of such Pass Through Certificates, as the grantors
of such Pass Through Trust, by their respective acceptances of such Pass
Through Certificates, join in the creation of such Pass Through Trust;
WHEREAS, to facilitate the sale of the Equipment Certificates
to, and the purchase of the Equipment Certificates by, the Pass Through
Trustee on behalf of this Pass Through Trust, the Company has duly authorized
the execution and delivery of this Series Supplement as the "issuer," as such
term is defined in and solely for purposes of the Securities Act, of the Pass
Through Certificates and as the "obligor," as such term is defined in and
solely for purposes of the Trust Indenture Act, with respect to all such Pass
Through Certificates; and
WHEREAS, this Series Supplement is subject to the provisions of
the Trust Indenture Act and shall, to the extent applicable, be governed by
such provisions;
IT IS HEREBY COVENANTED AND AGREED by and between the parties
hereto as follows:
ARTICLE I
CERTAIN DEFINITIONS
All terms used in this Series Supplement that are defined in
the Pass Through Agreement, either directly or by reference therein, have the
meanings assigned to them therein as supplemented by this Article I, if
applicable, except to the extent the context requires otherwise. Any such
defined term that is defined in the Pass Through Agreement as relating to a
particular Pass Through Trust or Series rather than to any Pass Through Trust
or Series generally shall, when used in this Series Supplement, relate solely
to the Federal Express Corporation Pass Through Trust, 1996-A2, or the Federal
Express Corporation 1996 Pass Through Certificates, Series A2, as the case may
be, whether or not expressly so stated herein.
"Aircraft" means one McDonnell Douglas MD-11F aircraft and two
Airbus A300F4-605R aircraft, including the Engines (as such term is defined in
the related Participation Agreement) relating thereto, leased or to be leased
by the Owner Trustee to the Company pursuant to one of three separate Leases
(or, in the case of the aircraft in respect of Federal Express Corporation
Trust No. N669FE, to be purchased by the Company as provided, and under the
circumstances specified, in Section 3.07 hereof) and, collectively, means all
of the foregoing.
"Authenticating Agent" has the meaning set forth in Section
3.06 hereof.
"Certificate Account" means the Certificate Account
specified in Section 3.03 hereof.
"Certificateholders" means the Certificateholders of the
Series of Pass Through Certificates designated in Section 2.01 hereof.
"Collateral Account" means the Collateral Account
established pursuant to the Indenture for Federal Express Corporation Trust
No. N669FE into which the proceeds of sale of the related Equipment Trust
Certificates will be deposited.
"Cut-off Date for Pass Through Trust" is inapplicable.
"Delivery Date" means, for any Equipment Certificates, the
Refunding Date (as such term is defined in the related Participation
Agreement) for such Equipment Certificates.
"Equipment Certificates" means those Equipment Trust
Certificates listed in Schedule I hereto.
"Issuance Date" means the date defined as the Closing Time in
the Underwriting Agreement.
"Participation Agreements" means those Participation Agreements
listed in Schedule I hereto.
"Pass Through Certificates" means the Pass Through Certificates
designated in Section 2.01 hereof.
"Pass Through Trust," "this Pass Through Trust" and other like
words means the Pass Through Trust designated in Section 2.01 hereof.
"Paying Agent" means the Person specified as such in Section
3.06 hereof.
"Record Date" means any Record Date specified in Section 3.02
hereof.
"Registrar" means the Person specified as such in Section 3.06
hereof.
"Regular Distribution Date" means any Regular Distribution Date
specified in Section 3.01 hereof.
"Special Distribution Date" means, for any Special Payment, the
Special Distribution Date for such Special Payment specified in Section 3.01
hereof.
"Special Payments Account" means the Special Payments Account
specified in Section 3.03 hereof.
"Trust Property" means all money, instruments, including the
Equipment Certificates that have been issued by the related Owner Trustee and
delivered to and accepted by the Pass Through Trustee for the benefit of the
Certificateholders, and other property held as the property of this Pass
Through Trust, including all distributions thereon and proceeds thereof.
"Underwriters" means the several Underwriters named in the
Underwriting Agreement.
"Underwriting Agreement" means the Underwriting Agreement dated
June 5, 1996 among the Company and Goldman, Sachs & Co., J.P. Morgan
Securities Inc. and Morgan Stanley & Co. Incorporated.
ARTICLE II
DESIGNATIONS; TRUST FORMATION;
ISSUANCE OF PASS THROUGH CERTIFICATES
SECTION 2.01. Designations; Aggregate Amount. The
Pass Through Trust created hereby shall be designated Federal Express
Corporation Pass Through Trust, 1996-A2 (herein sometimes called this "Pass
Through Trust"). The Pass Through Certificates evidencing Fractional
Undivided Interests in such Pass Through Trust shall be designated as the
Federal Express Corporation 1996 Pass Through Certificates, Series A2
(herein sometimes called the "Series A2 Pass Through Certificates"). The
Series A2 Pass Through Certificates shall be the only instruments
evidencing a fractional undivided interest in such Pass Through Trust.
Except as provided in Sections 2.08, 2.09 and 2.11 of the Pass
Through Agreement, the aggregate amount of Series A2 Pass Through Certificates
that may be authenticated, delivered and outstanding under this Series
Supplement is limited to $24,607,000.
SECTION 2.02. Declaration of Trust; Authorization. Each
initial Certificateholder, by its acceptance of any Series A2 Pass Through
Certificate is hereby deemed (1) as grantor, to join in the creation and
declaration of this Pass Through Trust and (2) as beneficiary of such Pass
Through Trust, to authorize and direct the Pass Through Trustee to execute and
deliver all documents to which the Pass Through Trustee is a party that may be
necessary or desirable to consummate the transactions contemplated hereby and
to exercise its rights and perform its duties under the Participation
Agreements, the Indentures, the Pass Through Agreement and this Series
Supplement.
The Pass Through Trustee hereby acknowledges and accepts this
grant of trust and declares that it will hold the Trust Property as Pass
Through Trustee of this Pass Through Trust for the use and benefit of the
Certificateholders.
SECTION 2.03. Issuance of Pass Through Certificates. Subject
to the terms set forth herein, on the Issuance Date (i) the Company shall
direct the Underwriters to execute a wire transfer or intra-bank transfer to
the Pass Through Trustee in the amount of the total proceeds payable by such
Underwriters pursuant to the Underwriting Agreement with respect to the Series
A2 Pass Through Certificates and (ii) the Pass Through Trustee shall deliver
the Series A2 Pass Through Certificates to the Underwriters as provided in the
Underwriting Agreement upon receipt by the Pass Through Trustee of such
proceeds.
SECTION 2.04. Purchase of Equipment Certificates. On the
Issuance Date, the Pass Through Trustee shall purchase, in accordance with
Section 2.02 of the Pass Through Agreement, each of the Equipment
Certificates upon the satisfaction or waiver of the conditions for such
purchase by the Pass Through Trustee set forth in the related Participation
Agreement.
SECTION 2.05. Representations and Warranties of the Company.
All of the representations and warranties of the Company set forth or
incorporated by reference in Section 1 of the Underwriting Agreement are
incorporated by reference in this Series Supplement as if set forth herein and
the Company represents and warrants that such representations and warranties
are true and correct on the date hereof, except to the extent that such
representations and warranties expressly relate solely to an earlier date or
later date (in which case such representations and warranties were correct on
and as of such earlier date or will be correct on and as of such later date,
as the case may be).
SECTION 2.06. Conditions Precedent. The obligations of the
Pass Through Trustee to participate in the transactions described in Sections
2.03 and 2.04 hereof are subject to (i) receipt by the Pass Through Trustee of
a certificate of the Company to the same effect as the certificate of the
Company delivered to the Underwriters pursuant to Section 5(c) of the
Underwriting Agreement, and (ii) satisfaction or waiver of the conditions for
the purchase by the Underwriters of the Pass Through Certificates set forth in
Section 5 of the Underwriting Agreement, which satisfaction or waiver for the
purposes hereof shall be conclusively demonstrated by the receipt by the Pass
Through Trustee of the total proceeds payable by such Underwriters pursuant to
the Underwriting Agreement with respect to the Series A2 Pass Through
Certificates.
SECTION 2.07. Acceptance of Appointment of Pass Through
Trustee. State Street Bank and Trust Company represents and warrants that it
is qualified to serve as Pass Through Trustee and satisfies the criteria
specified in Section 10.02 of the Pass Through Agreement for eligibility as a
Pass Through Trustee. State Street Bank and Trust Company hereby agrees to
serve as Pass Through Trustee for the Pass Through Certificates and
acknowledges its appointment as Pass Through Trustee in accordance with the
provisions of, and subject to all of the terms and conditions set forth in,
the Pass Through Agreement and this related Series Supplement upon the
execution and delivery of this Series Supplement.
ARTICLE III
DISTRIBUTION AND RECORD DATES;
CERTIFICATE AND SPECIAL PAYMENT ACCOUNTS;
CONCERNING AUTHENTICATING AGENT, PAYING AGENT AND REGISTRAR
AND THE CERTIFICATEHOLDERS
SECTION 3.01. Distribution Dates. The Regular
Distribution Dates are each January 30 and July 30, commencing on July 30,
1996. The Special Distribution Date for any month in which a Special
Payment is to be distributed will be the thirtieth day of such month,
except that the Special Distribution Date for any Special Payment received
by the Pass Through Trustee in connection with a prepayment of any
Equipment Certificate pursuant to Section 6.02(a)(i), 6.02(a)(v) or, in the
case of the Indenture in respect of Federal Express Corporation Trust No.
N669FE, 6.02(a)(vi) of the related Indenture will correspond to the date of
the receipt of such Special Payment by the Pass Through Trustee. Notice of
such Special Payment shall be mailed as soon as practicable after receipt
by the Pass Through Trustee of the notice of such prepayment.
SECTION 3.02. Record Dates. The Record Dates for the Regular
Distribution Dates are January 15 and July 15, respectively, and the Record
Date for any Special Distribution Date is the fifteenth day preceding such
Special Distribution Date, in any event, whether or not such date is a
Business Day.
SECTION 3.03. Certificate Account and Special Payments
Account. In accordance with Section 5.01(a) of the Pass Through Agreement and
upon receipt of any Scheduled Payment, the Pass Through Trustee shall
immediately deposit such Scheduled Payment into the Certificate Account, a
separate and non-interest bearing account designated by the Pass Through
Trustee to be used for such purpose. In accordance with Section 5.01(b) of
the Pass Through Agreement and upon receipt of any Special Payment, the Pass
Through Trustee shall immediately deposit such Special Payment into the
Special Payments Account, a separate and, except as provided in Section 5.04
of the Pass Through Agreement, non-interest bearing account designated by the
Pass Through Trustee to be used for such purpose.
SECTION 3.04. Form of Pass Through Certificates. Subject to
Section 2.07 of the Pass Through Agreement, each of the Series A2 Pass Through
Certificates will be substantially in the form of Exhibit A hereto. The
Series A2 Pass Through Certificates will be issued pursuant to a book-entry
system in the form of one Registered Global Certificate and subject to the
conditions set forth in the Letter of Representations among the Company, the
Pass Through Trustee and The Depository Trust Company.
SECTION 3.05. Indenture Documents. The related Indenture
Documents are listed in Schedule I hereto.
SECTION 3.06. Appointment of Authenticating Agent; Paying
Agent and Registrar. (a) The Pass Through Trustee may appoint an
authenticating agent (the "Authenticating Agent") with respect to the Pass
Through Certificates which shall be authorized to act on behalf of the Pass
Through Trustee to authenticate the Pass Through Certificates issued upon
original issue and upon exchange or registration of transfer thereof or
pursuant to Section 2.09 of the Pass Through Agreement. Pass Through
Certificates so authenticated shall be entitled to the benefits of the Pass
Through Agreement and this Series Supplement and shall be valid and obligatory
for all purposes as if authenticated by the Pass Through Trustee. Whenever
reference is made in the Pass Through Agreement or this Series Supplement to
the authentication and delivery of Pass Through Certificates by the Pass
Through Trustee or the Pass Through Trustee's certificate of authentication,
such reference shall be deemed to include authentication and delivery on
behalf of the Pass Through Trustee by an Authenticating Agent and a
certificate of authentication executed on behalf of the Pass Through Trustee
by an Authenticating Agent.
(b) The Paying Agent, Registrar and Authenticating Agent for
the Series A2 Pass Through Certificates initially shall be State Street Bank
and Trust Company ("State Street Bank and Trust Company"), Two International
Place, 4th Floor, Boston, Massachusetts 02110. State Street Bank and Trust
Company hereby represents and warrants to the Company that it is qualified to
serve as Paying Agent, Registrar and Authenticating Agent under the provisions
of, and subject to all of the terms and conditions set forth in, the Pass
Through Agreement and this related Series Supplement.
SECTION 3.07. Predelivery Funding. During the period between
the date of issuance of Equipment Certificates by the Owner Trustee in respect
of Federal Express Corporation Trust No. N669FE and the delivery date of the
related Aircraft, such Equipment Certificates will not be secured by such
Aircraft or the related Lease, but will be secured by the Collateral Account.
Pursuant to the related Indenture, the Owner Trustee will deposit the proceeds
from the sale of the related Equipment Certificates into the Collateral
Account for the benefit of the related Indenture Trustee. Sums deposited in
the Collateral Account will be invested in: (i) direct obligations of the
United States of America or obligations fully guaranteed by the United States
of America (b) commercial paper rated A-1/P-1 by Standard & Poor's Ratings
Group and Moody's Investors Service, Inc., respectively or, if such ratings
are unavailable, rated by any nationally recognized rating organization in the
United States equal to the highest rating assigned by such rating
organization; (c) overnight federal funds transactions with members of the
Federal Reserve System arranged by federal funds brokers; and (d) overnight
repurchase agreements with respect to the securities described in clause (a)
above entered into with an office of a bank or trust company which is located
in the United States of America of any bank or trust company which is
organized under the laws of the United States or any state thereof and has
capital, surplus and undivided profits aggregating at least $500 million.
The Company will pay to the Indenture Trustee on demand any losses on such
investments. On the delivery date of such Aircraft, upon satisfaction or
waiver of the conditions to the Indenture Trustee's release of amounts in
the Collateral Account, the Indenture Trustee will release such amounts.
Such amounts will be applied by the Indenture Trustee in accordance with
the related Participation Agreement to pay a portion of the purchase price
for such Aircraft on the delivery date thereof.
The Company will pay to the Indenture Trustee on such
delivery date the excess, if any, of the portion of the purchase price for
such Aircraft required to be paid by the Indenture Trustee over the amounts
released from the Collateral Account net of investment earnings (which will
be paid to the Company). The Company is obligated to cause the proceeds of
the Equipment Certificates to be utilized to acquire such Aircraft in all
circumstances other than the failure of the manufacturer to deliver such
Aircraft. Accordingly, if the related Owner Participant does not make
available its portion of the purchase price on the delivery date of such
Aircraft or the Company does not enter into the related Lease on or prior
to September 30, 1996 for any reason other than the failure of the
manufacturer to deliver such Aircraft, the Company will purchase such
Aircraft and assume on a fully recourse basis all of the obligations of the
Owner Trustee under the related Equipment Certificates pursuant to an
indenture containing terms substantially identical to those contained in
the Leases and Indentures in respect of Federal Express Corporation Trust
No. N582FE and Federal Express Corporation Trust No. N668FE. In such
case, the Indenture Trustee will release the amounts in the Collateral
Account to the Company to pay a portion of the purchase price for such
Aircraft.
SECTION 3.08. ERISA. Any Person who is, or who in
acquiring a Pass Through Certificate is or may be using the assets of, an
employee benefit plan subject to Title I of The Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), or an individual retirement
account or plan subject to Section 4975 of the Code, or any trust
established under any such plan or account, may acquire or hold any of the
Pass Through Certificates, if such Person determines either that an
administrative or a statutory exemption from the prohibited transaction
rules under Section 406 of ERISA and Section 4975 of the Code is applicable
to its purchase and holding of a Pass Through Certificate or that its
purchase and holding of a Pass Through Certificate will not result in a
prohibited transaction under Section 406 of ERISA and Section 4975 of the
Code.
SECTION 3.09. Registered Global Certificate. The Series A2
Pass Through Certificates are to be issued in whole in the form of a
Registered Global Certificate, and Section 2.12 of the Pass Through Agreement
shall, accordingly, be applicable. The Depository for the Registered Global
Certificate and the Letter of Representations is The Depository Trust Company.
ARTICLE IV
MISCELLANEOUS
SECTION 4.01. Governing Law; Counterpart Form. AS PROVIDED
IN SECTION 13.14 OF THE PASS THROUGH AGREEMENT, THIS SERIES SUPPLEMENT AND
EACH SERIES A2 PASS THROUGH CERTIFICATE SHALL IN ALL RESPECTS BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK, INCLUDING
ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE.
This Series Supplement may be executed by the parties hereto
in separate counterparts, each of which when so executed and delivered
shall be an original, but all such counterparts shall together constitute
but one and the same instrument.
SECTION 4.02. Reports by the Company. In addition to the
reports required to be provided by the Company pursuant to Section 4.03 of the
Pass Through Agreement, the Company agrees to furnish to the Pass Through
Trustee from time to time, such other financial information as the Pass
Through Trustee may reasonably request.
SECTION 4.03. Modification and Ratification of Pass Through
Agreement. The Pass Through Agreement is incorporated herein by reference in
its entirety, and shall be deemed to be a part of this Series Supplement as if
set forth in full herein, and is in all respects ratified and confirmed, as
supplemented and modified by this Series Supplement.
SECTION 4.04. Termination. In no event shall this Pass
Through Trust continue beyond the expiration of 21 years after the death of
the last survivor of George Pataki, Governor of New York State, living on
the date of this Series Supplement.
IN WITNESS WHEREOF, the parties have caused their names to be
signed hereto by their respective officers thereunto duly authorized, all on
the day and year first above written.
FEDERAL EXPRESS CORPORATION
By: _________________________________________
Name: Robert D. Henning
Title:Assistant Treasurer and Managing
Director - Structured Finance
STATE STREET BANK AND TRUST COMPANY,
as Pass Through Trustee
By: _________________________________________
Name:
Title:
Exhibit A
to
Series Supplement
FORM OF PASS THROUGH CERTIFICATE
THIS IS A REGISTERED GLOBAL CERTIFICATE REFERRED TO IN
SECTION 2.12 OF THE PASS THROUGH TRUST AGREEMENT.
Unless this pass through certificate is presented by an
authorized representative of The Depository Trust Company, a New York
corporation ("DTC"), to the Pass Through Trustee or its agent for
registration or transfer, exchange or payment, and any certificate issued
is registered in the name of Cede & Co. or in such other name as is
requested by an authorized representative of DTC (and any payment is made
to Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE THEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered
owner hereof, Cede & Co., has an interest herein.
FEDERAL EXPRESS CORPORATION PASS THROUGH TRUST, 1996-A2
1996 Pass Through Certificate, Series A2
CUSIP 31331F-AR2
Final Regular Distribution Date: January 30, 2018
evidencing a fractional undivided interest in a pass through trust,
the property of which includes certain Equipment Certificates.
Certificate No. _______
Applicable interest rate on Equipment Certificates held in
Pass Through Trust, 1996-A2: 8.17%.
$___________ Fractional Undivided Interest representing _______ of the Pass
Through Trust per $1,000 face amount.
THIS CERTIFIES THAT CEDE & CO., for value received, is the
registered owner of a $_________ (_____________ dollars) Fractional Undivided
Interest in the Federal Express Corporation Pass Through Trust, 1996-A2 (the
"Pass Through Trust") created and declared by State Street Bank and Trust
Company, as pass through trustee (the "Pass Through Trustee"), pursuant to the
Pass Through Trust Agreement dated as of February 1, 1993, as amended and
restated as of October 1, 1995 (the "Pass Through Agreement"), as supplemented
by Series Supplement 1996-A2 thereto dated June 11, 1996 (the "Series
Supplement") between the Pass Through Trustee and Federal Express Corporation,
a Delaware corporation (the "Company"), a summary of certain of the pertinent
provisions of which is set forth below. To the extent not otherwise defined
herein, the capitalized terms used herein have the meanings assigned to them
in the Pass Through Agreement and the Series Supplement.
This Pass Through Certificate is one of the duly authorized
Pass Through Certificates designated as "Federal Express Corporation 1996
Pass Through Certificates, Series A2." This Pass Through Certificate is
issued under and is subject to the terms, provisions, and conditions of the
Pass Through Agreement and the Series Supplement, to which the
Certificateholder of this Pass Through Certificate by virtue of the
acceptance hereof assents and by which such Certificateholder is bound.
The property of the Pass Through Trust (the "Trust Property") includes
certain Equipment Certificates (the "Equipment Certificates"). Each series
of Equipment Certificates is secured by a security interest in (A) an
aircraft leased to or owned by the Company and, in the case of a leased
aircraft, an assignment of the rights of the Related Owner Trustee with
respect to such aircraft, including the right to receive rent and other
amounts payable under the related Lease or Indenture with respect to such
aircraft or (B) a collateral account holding securities purchased with the
proceeds of the sale of such series of Equipment Certificates. The
Certificateholders have no rights, benefits or interests in respect of any
other separate trust established pursuant to the terms of the Pass Through
Agreement for any other series of Pass Through Certificates issued pursuant
thereto.
Subject to and in accordance with the terms of the Pass
Through Agreement and the Series Supplement, from funds then available to
the Pass Through Trustee, there will be distributed on each January 30 and
July 30 (a "Regular Distribution Date"), commencing on July 30, 1996, to
the Person in whose name this Pass Through Certificate is registered at the
close of business on the 15th day preceding the applicable Regular
Distribution Date, an amount in respect of the Scheduled Payments on the
Equipment Certificates due on such Regular Distribution Date, equal to the
product of the percentage interest in the Pass Through Trust evidenced by
this Pass Through Certificate and an amount equal to the sum of such
Scheduled Payments. Subject to and in accordance with the terms of the
Pass Through Agreement and the Series Supplement, if Special Payments on
the Equipment Certificates are received by the Pass Through Trustee, from
funds then available to the Pass Through Trustee, there shall be
distributed on the applicable Special Distribution Date, to the Person in
whose name this Pass Through Certificate is registered at the close of
business on the 15th day preceding such Special Distribution Date, an
amount in respect of such Special Payments on the Equipment Certificates,
equal to the product of the percentage interest in the Pass Through Trust
evidenced by this Pass Through Certificate and an amount equal to the sum
of such Special Payments so received.
If a Distribution Date is not a Business Day, distribution
shall be made on the immediately following Business Day with the same force
and effect as if made on such Distribution Date and no interest shall accrue
during the intervening period. The Special Distribution Date shall be the
thirtieth day of the month determined as provided in the Pass Through
Agreement and the Series Supplement, except in certain circumstances, in which
case it will be the date of receipt of proceeds by the Pass Through Trustee as
provided in the Series Supplement. The Pass Through Trustee shall mail notice
of each Special Payment and the Special Distribution Date therefor to the
Certificateholder of this Pass Through Certificate.
Distributions on this Pass Through Certificate will be made by
the Pass Through Trustee to the Person entitled thereto, without the
presentation or surrender of this Pass Through Certificate or the making of
any notation hereon. Except as otherwise provided in the Pass Through
Agreement and notwithstanding the above, the final distribution on this Pass
Through Certificate will be made after notice is mailed by the Pass Through
Trustee of the pendency of such distribution and only upon presentation and
surrender of this Pass Through Certificate at the office or agency of the Pass
Through Trustee specified in such notice.
Any Person who is, or who in acquiring this Pass Through
Certificate is or may be using the assets of, an employee benefit plan subject
to Title I of The Employee Retirement Income Security Act of 1974, as amended
("ERISA"), or an individual retirement account or plan subject to Section 4975
of the Code, or any trust established under any such plan or account, may
acquire or hold any of the Pass Through Certificates, if such Person
determines either that an administrative or a statutory exemption from the
prohibited transaction rules under Section 406 of ERISA and Section 4975 of
the Code is applicable to its purchase and holding of this Pass Through
Certificate or that its purchase and holding of this Pass Through Certificate
will not result in a prohibited transaction under Section 406 of ERISA and
Section 4975 of the Code.
This Pass Through Certificate shall be governed by and
construed in accordance with the laws of the State of New York.
Reference is hereby made to the further provisions of this Pass
Through Certificate set forth on the reverse hereof, which further provisions
shall for all purposes have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been
executed by the Pass Through Trustee, by manual signature, this Pass Through
Certificate shall not be entitled to any benefit under the Pass Through Trust
or be valid for any purpose.
IN WITNESS WHEREOF, the Pass Through Trustee has caused this
Pass Through Certificate to be duly executed.
FEDERAL EXPRESS CORPORATION
PASS THROUGH TRUST, 1996-A2
By: STATE STREET BANK AND TRUST COMPANY
as Pass Through Trustee
By: ________________________________
Authorized Signatory
[FORM OF THE PASS THROUGH TRUSTEE'S CERTIFICATE OF AUTHENTICATION]
Dated:
This is one of the Pass Through Certificates referred to in the
within-mentioned Pass Through Agreement and the Series Supplement.
STATE STREET BANK AND TRUST COMPANY
as Pass Through Trustee
By: ________________________________
Authorized Signatory
[Reverse of Pass Through Certificate]
The Pass Through Certificates do not represent a direct obligation
of, or an obligation guaranteed by, or an interest in, the Company or the Pass
Through Trustee or any affiliate thereof. The Pass Through Certificates are
limited in right of payment, all as more specifically set forth on the face
hereof and in the Pass Through Agreement and the Series Supplement. All
payments or distributions made to Certificateholders under the Pass Through
Agreement shall be made only from the Trust Property and only to the extent
that the Pass Through Trustee shall have sufficient income or proceeds from
the Trust Property to make such payments in accordance with the terms of the
Pass Through Agreement and the Series Supplement. Each Certificateholder of
this Pass Through Certificate, by its acceptance hereof, agrees that it will
look solely to the income and proceeds from the Trust Property to the extent
available for distribution to such Certificateholder as provided in the Pass
Through Agreement and the Series Supplement.
In connection with withholding taxes, under certain circumstances
the Pass Through Trustee may retain certain amounts otherwise distributable
to a Certificateholder. The purchase by any Certificateholder of any Pass
Through Certificate constitutes the consent of such Certificateholder to
such retention in accordance with the terms of the Pass Through Agreement.
This Pass Through Certificate does not purport to summarize the Pass
Through Agreement and the Series Supplement and reference is made to the
Pass Through Agreement and the Series Supplement for information with
respect to the interests, rights, benefits, obligations, proceeds and
duties evidenced hereby. A copy of the Pass Through Agreement may be
examined by any Certificateholder upon request during normal business hours
at the principal office of the Pass Through Trustee, and at such other
places designated by the Pass Through Trustee.
As of the date of issuance of this Pass Through Certificate, and
assuming that no prepayment or default in respect of payment on the Equipment
Certificates shall occur, the aggregate scheduled repayments of principal on
the Equipment Certificates for the Pass Through Trust and the resulting Pool
Factors for the Pass Through Trust after taking into account each such
repayment are set forth below:
Pass Through Trust, 1996-A2
Scheduled
Principal
Payments on
Regular Equipment Trust
Distribution Dates Certificates Pool Factor
- -------------------------- ----------------- -------------
July 30, 2014 $ 0 1.0000000
January 30, 2015 887,132 0.9639480
July 30, 2015 0 0.9639480
January 30, 2016 2,869,522 0.8473339
July 30, 2016 0 0.8473339
January 30, 2017 12,216,561 0.3508670
July 30, 2017 0 0.3508670
January 30, 2018 8,633,785 0.0000000
The Pass Through Agreement and the Series Supplement permit, with
certain exceptions provided therein, the amendment thereof and the
modification of the rights and obligations of the Company and the rights of
the Certificateholders under the Pass Through Trust at any time by the Company
and the Pass Through Trustee with the consent of the Majority In Interest of
Certificateholders in the Pass Through Trust. Any such consent by the
Certificateholder of this Pass Through Certificate shall be conclusive and
binding on such Certificateholder and upon all future Certificateholders of
this Pass Through Certificate and of any Pass Through Certificate issued upon
the transfer hereof or in exchange hereof or in lieu hereof whether or not
notation of such consent is made upon this Pass Through Certificate. The Pass
Through Agreement and the Series Supplement also permit the amendment thereof,
in certain limited circumstances, without the consent of the
Certificateholders of any of the Pass Through Certificates.
As provided in the Pass Through Agreement and the Series Supplement
and subject to certain limitations set forth therein, the transfer of this
Pass Through Certificate is registrable in the Register upon surrender of this
Pass Through Certificate for registration of transfer to the Pass Through
Trustee in its capacity as Registrar, or by any successor Registrar, duly
endorsed or accompanied by a written instrument of transfer in form
satisfactory to the Pass Through Trustee and the Registrar duly executed by
the Certificateholder hereof or such Certificateholder's attorney duly
authorized in writing, and thereupon one or more new Pass Through Certificates
of authorized denominations evidencing the same aggregate Fractional Undivided
Interest in the Pass Through Trust will be issued to the designated transferee
or transferees.
The Pass Through Certificates are issuable only as registered Pass
Through Certificates without coupons in minimum denominations of $1,000
fractional undivided interests and integral multiples thereof. As provided in
the Pass Through Agreement and the Series Supplement and subject to certain
limitations set forth therein, the Pass Through Certificates are exchangeable
for new Pass Through Certificates of authorized denominations evidencing the
same aggregate Fractional Undivided Interest in the Pass Through Trust, as
requested by the Certificateholder surrendering the same.
No service charge will be made for any such registration of transfer
or exchange, but the Pass Through Trustee may require payment of a sum
sufficient to cover any tax or governmental charge payable in connection
therewith.
The Pass Through Trustee, the Registrar, and any agent of the Pass
Through Trustee or the Registrar may treat the person in whose name this Pass
Through Certificate is registered as the owner hereof for all purposes, and
neither the Pass Through Trustee, the Registrar, nor any such agent shall be
affected by any notice to the contrary.
The obligations and responsibilities created by the Pass Through
Agreement and the Series Supplement and the Pass Through Trust created thereby
shall terminate upon the distribution to Certificateholders of all amounts
required to be distributed to them pursuant to the Pass Through Agreement and
the Series Supplement and the disposition of all property held as part of the
Trust Property.
Schedule I
to
Series Supplement
Federal Express Corporation
Pass Through Trust, 1996-A2
Equipment Certificates;
Related Indenture Documents
1. Equipment Trust Certificates (Federal Express Corporation Trust No.
N582FE):
Interest Rate: 8.17%
Maturity: January 30, 2016
Principal Amount: $3,252,000.00
Related Indenture Documents:
Trust Indenture and Security Agreement (Federal Express Corporation Trust
No. N582FE) dated as of April 1, 1996, amended and restated as of June 1,
1996, between First Security Bank of Utah, National Association, as Owner
Trustee, and State Street Bank and Trust Company, as Indenture Trustee;
Trust Indenture and Security Agreement Supplement No. 1 (Federal Express
Corporation Trust No. N582FE) dated April 22, 1996, between First Security
Bank of Utah, National Association, as Owner Trustee, and State Street Bank
and Trust Company, as Indenture Trustee;
Participation Agreement (Federal Express Corporation Trust No. N582FE)
dated as of April 1, 1996, amended and restated as of June 1, 1996, among
Federal Express Corporation, as Lessee, Boatmen's Equipment Finance, Inc.,
as Owner Participant, First Security Bank of Utah, National Association, as
Owner Trustee, State Street Bank and Trust Company, as Indenture Trustee,
State Street Bank and Trust Company, as Pass Through Trustee and Morgan
Guaranty Trust Company of New York, Bank of America NT & SA, The Chase
Manhattan Bank (National Association), Commerzbank AG, Atlanta Agency and
NationsBank, N.A. (South), as Original Loan Participants;
Trust Agreement (Federal Express Corporation Trust No. N582FE) dated as of
April 1, 1996, amended and restated as of June 1, 1996, between Boatmen's
Equipment Finance, Inc., as Owner Participant and First Security Bank of
Utah, National Association, as Owner Trustee;
Lease Agreement (Federal Express Corporation Trust No. N582FE) dated as of
April 1, 1996, amended and restated as of June 1, 1996, between First
Security Bank of Utah, National Association, as Owner Trustee and Lessor,
and Federal Express Corporation, as Lessee;
Lease Supplement No. 1 (Federal Express Corporation Trust No. N582FE) dated
April 22, 1996, between First Security Bank of Utah, National Association,
as Owner Trustee and Lessor, and Federal Express Corporation, as Lessee;
and
Owner Participant Guaranty (Federal Express Corporation Trust No. N582FE)
dated April 22, 1996, as amended and restated as of June 11, 1996, by The
Boatmen's National Bank of St. Louis, as the Owner Participant Guarantor in
favor of the Lessee, the Owner Trustee, the Indenture Trustee and the Pass
Through Trustee.
2. Equipment Trust Certificates (Federal Express Corporation Trust No.
N668FE):
Interest Rate: 8.17%
Maturity: January 30, 2018
Principal Amount: $12,142,000.00
Related Indenture Documents:
Trust Indenture and Security Agreement (Federal Express Corporation Trust
No. N668FE) dated as of May 15, 1996, amended and restated as of June 1,
1996, between First Security Bank of Utah, National Association, as Owner
Trustee, and State Street Bank and Trust Company, as Indenture Trustee;
Trust Indenture and Security Agreement Supplement No. 1 (Federal Express
Corporation Trust No. N668FE) dated May 24, 1996, between First Security
Bank of Utah, National Association, as Owner Trustee, and State Street Bank
and Trust Company, as Indenture Trustee;
Participation Agreement (Federal Express Corporation Trust No. N668FE)
dated as of May 1, 1996, amended and restated as of June 1, 1996, among
Federal Express Corporation, as Lessee, PMCC Leasing Corporation, as Owner
Participant, First Security Bank of Utah, National Association, as Owner
Trustee, State Street Bank and Trust Company, as Indenture Trustee, State
Street Bank and Trust Company, as Pass Through Trustee and Morgan Guaranty
Trust Company of New York, Bank of America NT & SA, The Chase Manhattan
Bank (National Association), Commerzbank AG, Atlanta Agency and
NationsBank, N.A. (South), as Original Loan Participants;
Trust Agreement (Federal Express Corporation Trust No. N668FE) dated as of
May 1, 1996, amended and restated as of June 1, 1996, between PMCC Leasing
Corporation, as Owner Participant and First Security Bank of Utah, National
Association, as Owner Trustee;
Lease Agreement (Federal Express Corporation Trust No. N668FE) dated as of
May 15, 1996, amended and restated as of June 1, 1996, between First
Security Bank of Utah, National Association, as Owner Trustee and Lessor,
and Federal Express Corporation, as Lessee; and
Lease Supplement No. 1 (Federal Express Corporation Trust No. N668FE) dated
May 24, 1996, between First Security Bank of Utah, National Association, as
Owner Trustee and Lessor, and Federal Express Corporation, as Lessee.
3. Equipment Trust Certificates (Federal Express Corporation Trust No.
N669FE):
Interest Rate: 8.17%
Maturity: January 30, 2018
Principal Amount: $9,213,000.00
Related Indenture Documents:
Trust Indenture and Security Agreement (Federal Express Corporation Trust
No. N669FE) dated as of June 1, 1996, between First Security Bank of Utah,
National Association, as Owner Trustee, and State Street Bank and Trust
Company, as Indenture Trustee;
Participation Agreement (Federal Express Corporation Trust No. N669FE)
dated as of June 1, 1996, among Federal Express Corporation, as Lessee,
PMCC Leasing Corporation, as Owner Participant, First Security Bank of
Utah, National Association, as Owner Trustee, State Street Bank and Trust
Company, as Indenture Trustee and State Street Bank and Trust Company, as
Pass Through Trustee;
Trust Agreement (Federal Express Corporation Trust No. N669FE) dated as of
June 1, 1996, between PMCC Leasing Corporation, as Owner Participant and
First Security Bank of Utah, National Association, as Owner Trustee; and
Lease Agreement (Federal Express Corporation Trust No. N669FE) dated as of
June 1, 1996, between First Security Bank of Utah, National Association, as
Owner Trustee and Lessor, and Federal Express Corporation, as Lessee.