EXHIBIT 4.f
ANCILLARY AGREEMENT I
(FEDERAL EXPRESS CORPORATION TRUST NO. N675FE)
This Ancillary Agreement I ("Agreement") dated June 18, 1998, as
amended and restated on July 7, 1998, among Federal Express Corporation, a
Delaware corporation, PMCC Leasing Corporation, a Delaware corporation, State
Street Bank and Trust Company of Connecticut, National Association, a national
banking association, not in its individual capacity but solely as Owner
Trustee under the Lease, and First Security Bank, National Association, a
national banking association, not in its individual capacity but solely as
Indenture Trustee.
Reference is made to that certain leveraged lease dated as of
June 1, 1998, as amended and restated as of June 15, 1998 of one (1) Airbus
A300F4-605R Aircraft initially bearing FAA Registration No. N675FE (or any
replacement thereof under such lease). Capitalized terms used herein shall
have the meaning assigned to such terms in the Participation Agreement (Federal
Express Corporation Trust No. N675FE), dated as of June 1, 1998, as amended
and restated as of June 15, 1998 (the "Participation Agreement"), among
Federal Express Corporation, as Lessee ("Lessee"), PMCC Leasing Corporation,
as Owner Participant ("Owner Participant"), State Street Bank and Trust
Company of Connecticut, National Association, not in its individual capacity,
except as otherwise stated, but solely as Owner Trustee under the Trust
Agreement referred to therein ("Owner Trustee"), First Security Bank, National
Association, not in its individual capacity, except as otherwise stated, but
solely as Indenture Trustee under the Trust Indenture and Security Agreement
("Indenture Trustee"), First Security Bank, National Association, not in its
individual capacity, except as otherwise stated, but solely as Pass Through
Trustee and First Security Bank, National Association, as Subordination Agent,
and Morgan Guaranty Trust Company of New York, as Original Loan Participant.
With respect to said transaction the parties agree as follows, anything in the
Operative Agreements to the contrary notwithstanding:
1. The references to Event of Default in Section 4.01(a) of the
Lease shall include Payment Default and Bankruptcy Default.
2. Clause (iii) of the first sentence of Section 4.02(a) of
the Lease shall also include a Payment Default.
3. The words "or substantial civil unrest" shall be inserted
after the words "such country shall not then be experiencing war" in Section
7.02(a)(i) of the Lease and "which is not experiencing war" in Section
7.02(a)(ii) of the Lease.
4. Section 10.01(c) of the Lease shall be replaced with and
read as follows:
(c) Payments to the Lessor. The total selling
price realized at a sale pursuant to Section 10.01(b) hereof
(the "Gross Sales Price") shall be retained by the Lessor (or
the Indenture Trustee as long as the Indenture is in force)
and, in addition, on or before the Proposed Termination Date,
the Lessee shall pay to the Lessor (or the Indenture Trustee as
long as the Indenture is in force), by wire transfer of
immediately available funds, the sum of:
(i) the excess, if any, of the Termination Value
for the Aircraft computed as of the Proposed Termination
Date over the Gross Sales Price; plus
(ii) the installment of Basic Rent due with respect
to the Aircraft on the Proposed Termination Date to the
extent payable in arrears but not to the extent payable in
advance; plus
(iii) all other amounts then due and payable by the
Lessee (including, without limitation, the aggregate
amount of any Make-Whole Premium) under this Lease and any
other Operative Agreement.
All expenses of the sale shall be borne by the Lessee.
5. The first proviso in Section 16.01(d) of the Lease shall be
replaced with and read as follows:
provided, that in the event such failure is curable and so
long as (but for no longer than 150 days after such 30-day
period) the Lessee shall have promptly undertaken such
cure after the Lessee receives notice thereof which
undertaking shall be diligently and continuously pursued
using the Lessee's reasonable best efforts, and so long
as, in the case of the Lessee's obligation to remove
Liens, during such extended cure period there is no (i)
material danger of the sale, forfeiture or loss of the
Lessor's Estate, the Aircraft, the Airframe or any Engine
or any interest therein, (ii) material risk of civil
liabilities or (iii) risk of the assertion of criminal
charges against the Lessor, the Owner Participant or the
Indenture Trustee, such failure shall not constitute an
Event of Default;.
6. The definition of "Replacement Engine" in Schedule II to the
Participation Agreement shall read as follows:
Replacement Engine. A General Electric CF6-80C2-A5F engine (or
an engine of the same or another manufacturer) of equal or greater value,
airworthiness, remaining useful life and utility as the Engine being replaced,
together with all Parts relating to such engine, and suitable for installation
and use on the Airframe; provided, that an engine of another manufacturer of
equivalent or greater value, utility, remaining useful life and airworthiness,
and suitable for installation and use on the Airframe may constitute a
Replacement Engine if at the time of replacement General Electric is no longer
manufacturing engines certificated for use on the Airframe, the Lessee does
not at the time of replacement own or lease any General Electric engines
certificated for use on the Airframe or, except in connection with the return
of the Aircraft under Article 12 of the Lease, General Electric is no longer
manufacturing engines which reasonably fulfill the Lessee's operational
requirements; and provided further that such engine shall be of the same make,
model and manufacturer as the other engine installed on the Aircraft and shall
be an engine of a type then being utilized by the Lessee on a significant
number of other Airbus A300-600 airframes operated by the Lessee.
7. The Assignment and Assumption Agreement shall be
substantially in the form of Exhibit G-1 to the Participation Agreement, and
the Owner Participant Guaranty shall be substantially in the form of Exhibit
G-2 to the Participation Agreement.
This Agreement is intended to be and shall be deemed an
"Operative Agreement". This Agreement is further intended to amend and modify
certain provisions of the other Operative Agreements as set forth herein, and
in the event of any conflict between the provisions of this Agreement and any
other Operative Agreement, the provisions hereof shall govern.
To the extent that this Agreement constitutes chattel paper (as
such term is defined in the Uniform Commercial Code as in effect in any
applicable jurisdiction), no security interest in this Agreement may be created
through the transfer or possession of any counterpart other than the original
counterpart, which shall be the counterpart containing the receipt executed by
the Indenture Trustee on its signature page.
THIS AGREEMENT SHALL IN ALL RESPECTS BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, INCLUDING
MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, WITHOUT GIVING EFFECT TO
PRINCIPLES OF CONFLICTS OF LAWS.
This Agreement may be executed in separate counterparts, each
of which when so executed and delivered shall be an original (except that only
the counterpart bearing the receipt executed by the Indenture Trustee shall be
the original for purposes of perfecting a security interest therein as chattel
paper under the Uniform Commercial Code), but all such counterparts shall
together constitute but one and the same instrument.
This Agreement shall inure to the benefit of the addressees
hereof and their respective successors and assigns.
The parties hereto agree that acceptance of this Agreement may
be made by the Indenture Trustee, on behalf of the Holders from time to time of
the Certificates, by execution by the Indenture Trustee of the form of
acceptance provided below, with the same effect as if such Holders had
executed such form of acceptance.
IN WITNESS WHEREOF, the parties have caused this Agreement to
be executed as of the day and year first above written.
FEDERAL EXPRESS CORPORATION
By: _________________________________
Name: Robert D. Henning
Title: Vice President and Treasurer
PMCC LEASING CORPORATION
By: _________________________________
Name: Joan D. Woodroof
Title: Director, Structured Finance,
Philip Morris Capital Corporation
STATE STREET BANK AND TRUST COMPANY
OF CONNECTICUT, NATIONAL ASSOCIATION,
not in its individual capacity,
but solely as Owner Trustee
By: _________________________________
Name: Paul D. Allen
Title: Vice President
FIRST SECURITY BANK,
NATIONAL ASSOCIATION,
not in its individual capacity,
but solely as Indenture Trustee
By: _________________________________
Name: Greg A. Hawley
Title: Vice President
Receipt of this original counterpart of the Ancillary Agreement
I is hereby acknowledged on this ___ day of July, 1998.
Indenture Trustee: FIRST SECURITY BANK,
NATIONAL ASSOCIATION
not in its individual capacity,
but solely as Indenture Trustee
By: _________________________________
Name: Greg A. Hawley
Title: Vice President