EXHIBIT 4.a.3
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SERIES SUPPLEMENT 1998-1-A
Dated July 7, 1998
between
FIRST SECURITY BANK, NATIONAL ASSOCIATION
as Pass Through Trustee
and
FEDERAL EXPRESS CORPORATION
to
PASS THROUGH TRUST AGREEMENT
Dated as of May 1, 1997
$458,077,000
Federal Express Corporation
Pass Through Trust, 1998-1-A
Federal Express Corporation
1998-1 Pass Through Certificates,
Class A
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TABLE OF CONTENTS
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Page
RECITALS.................................................................. 1
ARTICLE I
CERTAIN DEFINITIONS
ARTICLE II
DESIGNATIONS; TRUST FORMATION;
ISSUANCE OF PASS THROUGH CERTIFICATES
Section 2.01. Designations; Aggregate Amount........................... 5
Section 2.02. Declaration of Trust; Authorization...................... 6
Section 2.03. Issuance of Pass Through Certificates.................... 6
Section 2.04. Purchase of Equipment Certificates....................... 6
Section 2.05. Representations and Warranties of the Company............ 6
Section 2.06. The Intercreditor Agreement.............................. 7
Section 2.07. Conditions Precedent..................................... 7
Section 2.08. Acceptance of Appointment of Pass Through Trustee........ 7
ARTICLE III
DISTRIBUTION AND RECORD DATES;
CERTIFICATE AND SPECIAL PAYMENT ACCOUNTS;
CONCERNING AUTHENTICATING AGENT, PAYING AGENT AND REGISTRAR AND
THE CERTIFICATEHOLDERS; PROVISION OF CERTAIN INFORMATION
Section 3.01. Distribution Dates....................................... 7
Section 3.02. Record Dates............................................. 7
Section 3.03. Certificate Account and Special Payments Account......... 8
Section 3.04. Form of Pass Through Certificates........................ 8
Section 3.05. Indenture Documents...................................... 8
Section 3.06. Appointment of Authenticating Agent; Paying Agent and
Registrar................................................ 8
Section 3.07. Predelivery Funding...................................... 9
Section 3.08. ERISA.................................................... 9
Section 3.09. Intercreditor Agreement.................................. 9
Section 3.10. Ranking of Equipment Certificates........................ 9
Section 3.11. No Cross-Default or Cross-Collateralization of Equipment
Certificates............................................. 9
Section 3.12. Ranking of 1998-1-A Pass Through Certificates............ 9
Section 3.13. Liquidity Facility....................................... 9
Section 3.14. Purchase Rights of Certificateholders.................... 10
Section 3.15. PTC Event of Default..................................... 10
Section 3.16. Amendment to Schedule of Principal Payments.............. 10
Section 3.17. Information Available to Beneficial Owners............... 10
ARTICLE IV
MISCELLANEOUS
Section 4.01. Governing Law; Counterpart Form.......................... 10
Section 4.02. Reports by the Company................................... 11
Section 4.03. Modification and Ratification of Pass Through Agreement.. 11
Section 4.04. Termination.............................................. 11
EXHIBIT A Form of Pass Through Certificate
SCHEDULE I Equipment Certificates; related Indenture Documents
SCHEDULE II Cut-Off Date for each of the Aircraft
SERIES SUPPLEMENT 1998-1-A
SERIES SUPPLEMENT 1998-1-A, dated July 7, 1998 (this "Series
Supplement"), between FEDERAL EXPRESS CORPORATION, a Delaware corporation (the
"Company") and FIRST SECURITY BANK, NATIONAL ASSOCIATION, a national banking
association, as Pass Through Trustee (the "Pass Through Trustee"), to the Pass
Through Trust Agreement, dated as of May 1, 1997 (the "Pass Through
Agreement"), between the Company and the Pass Through Trustee.
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
class 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 class 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 Class rather than to any Pass Through Trust or Class
generally shall, when used in this Series Supplement, relate solely to the
Federal Express Corporation Pass Through Trust, 1998-1-A, or the Federal
Express Corporation 1998-1 Pass Through Certificates, Class A, as the case may
be, whether or not expressly so stated herein.
"Aircraft" means five McDonnell Douglas MD-11F aircraft and eight
Airbus A300F4-605R aircraft, including the Engines (as such term is defined in
the related Participation Agreement) relating thereto, leased, or expected to
be leased, by the related Owner Trustee to the Company pursuant to one of
thirteen separate Leases, and, collectively, means all of the foregoing.
"Aircraft Delivery Date" means, for each Aircraft, the date on which
such Aircraft is delivered and sold to the Lessor (as such term is defined in
the related Participation Agreement) and leased by the Lessor to the Lessee
(as such term is defined in the related Participation Agreement) under the
Lease (as such term is defined in the related Participation Agreement), which
date shall also be the date of the initial Lease Supplement (as such term is
defined in the related Participation Agreement).
"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 Class of Pass
Through Certificates designated in Section 2.01 hereof.
"Class" means the single class of Pass Through Certificates issued by
a particular Pass Through Trust.
"Collateral Account" means each of the Collateral Accounts
established pursuant to the Indentures for each of Federal Express Corporation
Trust Nos. N585FE, N676FE, N677FE, N678FE, N679FE, N680FE, N681FE, N682FE,
N620FE, N621FE and N623FE, into which the proceeds of sale of the related
Equipment Certificates will be deposited respectively.
"Cut-Off Date" means the date listed on Schedule II hereto for each
undelivered Aircraft.
"Delivery Date" means, for any Equipment Certificates, the Refunding
Date, if any, or otherwise the Pass Through Closing Date (as such terms are
defined in the related Participation Agreement) for such Equipment
Certificates.
"Equipment Certificates" means those Equipment Trust Certificates
listed in Schedule I hereto.
"Final Expected Distribution Date" means January 15, 2022.
"Final Legal Distribution Date" means July 15, 2023.
"Intercreditor Agreement" means the Intercreditor Agreement dated as
of June 15, 1998 among the Pass Through Trustee, the Liquidity Provider and the
Subordination Agent.
"Interest Drawing" has the meaning specified in the Intercreditor
Agreement.
"Issuance Date" means the date defined as the Closing Time in the
Underwriting Agreement.
"Liquidity Facility" means the Irrevocable Revolving Credit Agreement
Class A Pass Through Certificates dated as of June 15, 1998 between the
Subordination Agent and the Liquidity Provider.
"Liquidity Provider" means Kreditanstalt fur Wiederaufbau, a
corporation organized under the public law of the Federal Republic of Germany
or any replacement liquidity provider.
"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.
"Pool Balance" means, for any Pass Through Trust or for the Pass
Through Certificates issued by any Pass Through Trust, as of any date, the
original aggregate face amount of the Pass Through Certificates of such Pass
Through Trust less the aggregate amount of all payments on such Pass Through
Certificates other than payments made in respect of interest or premium or
reimbursement of any costs and expenses in connection therewith. The Pool
Balance for each Pass Through Trust as of any Regular Distribution Date or
Special Distribution Date will be computed after giving effect to the payment
of principal, if any, on the Equipment Certificates or other Trust Property
held in such Pass Through Trust and the distribution thereof being made on
that date.
"Pool Factor" means, for any Pass Through Trust as of any Regular
Distribution Date or Special Distribution Date the quotient (rounded to the
seventh decimal place) computed by dividing (i) the Pool Balance by (ii) the
original aggregate face amount of the Pass Through Certificates of the related
Class. The Pool Factor for each Pass Through Trust as of any Regular
Distribution Date or Special Distribution Date will be computed after giving
effect to the payment of principal, if any, on such Equipment Certificates or
other Trust Property held in such Pass Through Trust and the distribution
thereof being made on that date.
"PTC Event of Default" has the meaning set forth in Section 3.15
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.
"Specified Investments" has the meaning set forth in Schedule II to
the Participation Agreements.
"Subordination Agent" means First Security Bank, National
Association, a national banking association.
"Trust Property" means, for this Pass Through Trust: (i) the
Equipment Certificates held in this Pass Through Trust; (ii) the rights of
this Pass Through Trust under the Intercreditor Agreement (including all
monies receivable in respect of such rights); (iii) all monies receivable
under the Liquidity Facility for this Pass Through Trust; and (iv) funds from
time to time deposited with the Pass Through Trustee in accounts relating to
this Pass Through Trust.
"Underwriters" means Morgan Stanley & Co. Incorporated, Chase
Securities Inc., Citicorp Securities, Inc., Credit Suisse First Boston
Corporation and J.P. Morgan Securities Inc.
"Underwriting Agreement" means the Underwriting Agreement dated June
30, 1998 among the Company and the Underwriters.
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, 1998-1-A (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 1998-1
Pass Through Certificates, Class A (herein sometimes called the "1998-1-A Pass
Through Certificates"). The 1998-1-A 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 1998-1-A Pass Through Certificates that may
be authenticated, delivered and outstanding under this Series Supplement is
limited to $458,077,000.
Section 2.02. Declaration of Trust; Authorization. Each initial
Certificateholder, by its acceptance of any 1998-1-A 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, the Intercreditor 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
1998-1-A Pass Through Certificates and (ii) the Pass Through Trustee shall
deliver the 1998-1-A 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. The Intercreditor Agreement. The Pass Through Trustee
is hereby directed to execute and deliver the Intercreditor Agreement on or
prior to the Issuance Date in the form delivered to the Pass Through Trustee
by the Company. The Pass Through Trustee represents and warrants that the
Intercreditor Agreement will be duly executed and delivered by one of its
officers who is duly authorized to execute and deliver such document on its
behalf.
Section 2.07. 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 1998-1-A Pass Through
Certificates.
Section 2.08. Acceptance of Appointment of Pass Through Trustee.
First Security Bank, National Association 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. First Security Bank, National Association 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; PROVISION OF CERTAIN INFORMATION
Section 3.01. Distribution Dates. The Regular Distribution Dates
are each January 15 and July 15, commencing on January 15, 1999. The Special
Distribution Date is any Business Day on which a Special Payment is to be
distributed.
Section 3.02. Record Dates. The Record Dates for the Regular
Distribution Dates are December 31 and June 30, 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 1998-1-A Pass Through
Certificates will be substantially in the form of Exhibit A hereto. The
1998-1-A Pass Through Certificates will be issued pursuant to a book-entry
system in the form of one or more Registered Global Certificates 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
1998-1-A Pass Through Certificates initially shall be First Security Bank,
National Association. First Security Bank, National Association 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 Nos. N585FE, N676FE, N677FE, N678FE, N679FE,
N680FE, N681FE, N682FE, N620FE, N621FE and N623FE and the Aircraft Delivery
Date for the related Aircraft, such Equipment Certificates will not be secured
by such Aircraft or the related Lease, but will be secured by the related
Collateral Account. Pursuant to the related Indenture, the Indenture Trustee
on behalf of the related Owner Trustee will deposit the proceeds from the sale
of the related Equipment Certificates into the related Collateral Account.
Sums deposited in each Collateral Account will be invested as set
forth in the Related Indenture.
Section 3.08. ERISA. Any Person who is acquiring a Pass Through
Certificate will be deemed to represent and warrant that (i) no 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, have been used to acquire or hold any of the Pass
Through Certificates or (ii) that one or more administrative or statutory
exemptions from the prohibited transaction rules under Section 406 of ERISA
and Section 4975 of the Code applies to its purchase and holding of a Pass
Through Certificate such that its purchase and holding of a Pass Through
Certificate will not result in a non-exempt prohibited transaction under
Section 406 of ERISA and Section 4975 of the Code.
Section 3.09. Intercreditor Agreement. The 1998-1-A Pass Through
Certificates are subject to the Intercreditor Agreement.
Section 3.10. Ranking of Equipment Certificates. The Equipment
Certificates will be subject to the ranking and priority as set forth in the
related Indenture Documents.
Section 3.11. No Cross-Default or Cross-Collateralization of
Equipment Certificates. As set forth in the related Indenture Documents,
there are no cross-collateralization provisions or cross-default provisions in
respect of the Equipment Certificates.
Section 3.12. Ranking of 1998-1-A Pass Through Certificates. The
1998-1-A Pass Through Certificates will be subject to the ranking and priority
as set forth in the Intercreditor Agreement.
Section 3.13. Liquidity Facility. Payments of interest on the
1998-1-A Pass Through Certificates will be supported by a Liquidity Facility
to be provided by the Liquidity Provider for the benefit of the
Certificateholders.
Section 3.14. Purchase Rights of Certificateholders. The
Certificateholders will have the purchase rights, if any, upon the occurrence
and during the continuation of a Triggering Event as set forth in the Pass
Through Agreement.
Section 3.15. PTC Event of Default. A PTC Event of Default shall
have occurred if, for any Pass Through Trust, the Pass Through Trustee shall
fail to pay within 10 Business Days of the due date thereof (i) the
outstanding Pool Balance of the 1998-1-A Pass Through Certificates on the
Final Legal Distribution Date or (ii) interest due on the 1998-1 Pass Through
Certificates on any Regular Distribution Date unless the Subordination Agent
has made an Interest Drawing in an amount sufficient to pay such interest and
has distributed such amount to the Certificateholders. Any failure by the
Pass Through Trustee to make expected principal distributions on the 1998-1-A
Pass Through Certificates on any Regular Distribution Date (other than the
Final Legal Distribution Date) will not be a PTC Event of Default.
Section 3.16. Amendment to Schedule of Principal Payments. Not later
than the seventh Business Day preceding each of the Regular Distribution Dates
in January 1999, July 1999 and January 2000, the Pass Through Trustee shall
mail to Certificateholders a statement, based on the most recent information
provided by the Indenture Trustees pursuant to Section 2.18 of the Indentures,
setting forth the schedule of principal payments of the Equipment Certificates
and the expected Pool Factors in respect of such Regular Distribution Dates,
in the form of the schedule containing such information set forth in the Pass
Through Certificates.
Section 3.17. Information Available to Beneficial Owners. The Pass
Through Trustee shall mail to any beneficial holder of Pass Through
Certificates that has provided to the Pass Through Trustee a certificate (in
reasonable detail satisfactory to the Pass Through Trustee) as to the
principal amount of Pass Through Certificates beneficially owned and any
intermediaries through which such Person's ownership interest in Pass Through
Certificates is held, copies of all reports and other documents mailed to
Certificateholders. The Pass Through Trustee shall mail the reports to such
beneficial owners on the date such reports are mailed to Certificateholders
under the Pass Through Agreement and this Series Supplement, or as soon
thereafter as practicable.
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
1998-1-A 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: Vice President and Treasurer
FIRST SECURITY BANK, NATIONAL ASSOCIATION, not in its
individual capacity, except as otherwise expressly provided
herein, but solely as Pass Through Trustee
By: _________________________________________
Name: Greg A. Hawley
Title: Vice President
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, 1998-1-A
1998-1 Pass Through Certificate, Class A
CUSIP 31331F AX9
Final Expected Distribution Date: January 15, 2022
evidencing a fractional undivided interest in a pass through trust.
Certificate No._______
Applicable interest rate on Equipment Certificates held in
Pass Through Trust, 1998-1-A: 6.720%.
$___________ 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, 1998-1-A (the "Pass
Through Trust") created and declared by First Security Bank, National
Association, as pass through trustee (the "Pass Through Trustee"), pursuant to
the Pass Through Trust Agreement dated as of May 1, 1997 (the "Pass Through
Agreement"), as supplemented by Series Supplement 1998-1-A thereto dated July
7, 1998 (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 1998-1 Pass
Through Certificates, Class A." This Pass Through Certificate is issued under
and is subject to the terms, provisions, and conditions of the Pass Through
Agreement, the Series Supplement and the Intercreditor Agreement, 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 includes (i) the Equipment Certificates held in such
Pass Through Trust, (ii) the rights of such Pass Through Trust under the
Intercreditor Agreement (including all monies receivable in respect of such
rights), (iii) all monies receivable under the Liquidity Facility for such
Pass Through Trust, and (iv) funds from time to time deposited with the Pass
Through Trustee in accounts relating to such Pass Through Trust. (the "Trust
Property"). Equipment Certificates of each series are secured by a security
interest in (A) an aircraft leased to or, if any of seven Airbus A300F4-605R
Aircraft or three McDonnell Douglas MD-11F Aircraft have been purchased by the
Company pursuant to the related Participation Agreement, 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 containing the
proceeds of the sale of such series of Equipment Certificates, which shall be
invested in Specified Investments pursuant to the related Indenture. Each of
the Pass Through Certificates represents a Fractional Undivided Interest in
the Pass Through Trust and the Trust Property, and has 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 class of Pass Through
Certificates issued pursuant thereto.
Subject to and in accordance with the terms of the Pass Through
Agreement, the Series Supplement and the Intercreditor Agreement, from funds
then available to the Pass Through Trustee, there will be distributed on each
January 15 and July 15 (a "Regular Distribution Date"), commencing on January
15, 1999, 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, the Series Supplement and the Intercreditor Agreement, 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 any Business Day
on which a Special Payment is to be distributed.
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 acquiring this Pass Through Certificate will be deemed to
represent and warrant that (i) no 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, have
been used to acquire or hold any of the Pass Through Certificates or (ii) that
one or more administrative or statutory exemptions from the prohibited
transaction rules under Section 406 of ERISA and Section 4975 of the Code
applies to its purchase and holding of this Pass Through Certificate such that
its purchase and holding of this Pass Through Certificate will not result in a
non-exempt 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, 1998-1-A
FIRST SECURITY BANK, NATIONAL ASSOCIATION, not in its
individual capacity, except as otherwise expressly
provided herein, but solely as Pass Through Trustee
By: ________________________________
Authorized Signatory
[FORM OF THE PASS THROUGH TRUSTEE'S CERTIFICATE OF AUTHENTICATION]
Dated: _______, 1998
This is one of the Pass Through Certificates referred to in the
within-mentioned Pass Through Agreement and the Series Supplement.
FIRST SECURITY BANK, NATIONAL ASSOCIATION, not in its
individual capacity, except as otherwise expressly provided
herein, but solely 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, the Intercreditor Agreement and the
Series Supplement. Subject to the Intercreditor Agreement, 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, the Intercreditor 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, the Intercreditor Agreement and the Series Supplement and
reference is made to the Pass Through Agreement, the Intercreditor 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, the Intercreditor Agreement and the Series
Supplement 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 and assuming there will be no change in the payment
terms of the Equipment Certificates, 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:
Class A Trust
Equipment
Regular Scheduled Payments
Distribution Date of Principal Expected Pool Factor
- ----------------- -------------------- ----------------------
January 15, 1999 $ 131,697 0.9997125
July 15, 1999 2,538,563 0.9941707
January 15, 2000 6,525,699 0.9799249
July 15, 2000 1,008,912 0.9777224
January 15, 2001 11,045,518 0.9536096
July 15, 2001 1,008,912 0.9514071
January 15, 2002 11,025,065 0.9273389
July 15, 2002 3,215,912 0.9203185
January 15, 2003 10,981,487 0.8963455
July 15, 2003 3,699,828 0.8882686
January 15, 2004 10,031,518 0.8663694
July 15, 2004 4,649,797 0.8562187
January 15, 2005 10,031,518 0.8343195
July 15, 2005 4,649,797 0.8241688
January 15, 2006 12,658,403 0.7965350
July 15, 2006 2,022,912 0.7921189
January 15, 2007 12,658,403 0.7644851
July 15, 2007 2,022,912 0.7600690
January 15, 2008 12,658,403 0.7324353
July 15, 2008 2,022,912 0.7280192
January 15, 2009 12,846,726 0.6999743
July 15, 2009 2,022,912 0.6955582
January 15, 2010 18,537,647 0.6550897
January 15, 2011 19,504,957 0.6125097
January 15, 2012 20,367,119 0.5680474
January 15, 2013 13,128,047 0.5393884
January 15, 2014 11,662,043 0.5139297
January 15, 2015 11,662,042 0.4884710
January 15, 2016 15,702,539 0.4541918
January 15, 2017 32,542,770 0.3831496
January 15, 2018 44,045,687 0.2869962
January 15, 2019 42,153,102 0.1949743
January 15, 2020 53,352,060 0.0785047
July 15, 2020 212,563 0.0780406
January 15, 2021 20,890,132 0.0324367
January 15, 2022 14,858,486 0.0000000
Each Certificateholder of this Pass Through Certificate by its
acceptance hereof, acknowledges that the terms of the Participation Agreement,
the Lease and the Indenture as they relate to eleven of the aircraft may
differ from the terms set forth or incorporated by reference in this Pass
Through Certificate.
The Pass Through Agreement, the Intercreditor 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, the Intercreditor 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, the
Intercreditor 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, 1998-1-A
Class A
Equipment Certificates;
Related Indenture Documents
1. Equipment Certificates (Federal Express Corporation Trust No. N585FE):
Interest Rate: 6.720%
Maturity: July 15, 2020
Principal Amount: $31,384,000
Related Indenture Documents:
Trust Indenture and Security Agreement (Federal Express Corporation Trust
No. N585FE) dated as of June 15, 1998, between State Street Bank and Trust
Company of Connecticut, National Association, not in its individual
capacity, except as otherwise provided therein, but solely as Owner
Trustee, and First Security Bank, National Association, not in its
individual capacity, except as otherwise provided therein, but solely as
Indenture Trustee;
Participation Agreement (Federal Express Corporation Trust No. N585FE)
dated as of June 15, 1998, among Federal Express Corporation, as Lessee and
Initial Owner Participant, State Street Bank and Trust Company of
Connecticut, National Association, not in its individual capacity, except
as otherwise provided therein, but solely as Owner Trustee, First Security
Bank, National Association, not in its individual capacity, except as
otherwise provided therein, but solely as Indenture Trustee, First Security
Bank, National Association, not in its individual capacity, except as
otherwise provided therein, but solely as Pass Through Trustee, and First
Security Bank, National Association, not in its individual capacity, except
as otherwise provided therein, but solely as Subordination Agent;
Trust Agreement (Federal Express Corporation Trust No. N585FE) dated as of
June 15, 1998, between Federal Express Corporation, as Initial Owner
Participant, and State Street Bank and Trust Company of Connecticut,
National Association; and Lease Agreement (Federal Express Corporation
Trust No. N585FE) dated as of June 15, 1998, between State Street Bank and
Trust Company of Connecticut, National Association, not in its individual
capacity, except as otherwise provided therein, but solely as Owner Trustee
and Lessor, and Federal Express Corporation, as Lessee.
2. Equipment Certificates (Federal Express Corporation Trust No. N590FE):
Interest Rate: 6.720%
Maturity: January 15, 2020
Principal Amount: $30,775,000
Related Indenture Documents:
Trust Indenture and Security Agreement (Federal Express Corporation Trust
No. N590FE) dated as of May 1, 1998, as amended and restated as of June 15,
1998, between State Street Bank and Trust Company of Connecticut, National
Association, not in its individual capacity, except as otherwise provided
therein, but solely as Owner Trustee, and First Security Bank, National
Association, not in its individual capacity, except as otherwise provided
therein, but solely as Indenture Trustee;
Trust Indenture and Security Agreement Supplement No. 1 (Federal Express
Corporation Trust No. N590FE) dated May 27, 1998, between State Street Bank
and Trust Company of Connecticut, National Association, not in its
individual capacity, except as otherwise provided therein, but solely as
Owner Trustee, and First Security Bank, National Association, not in its
individual capacity, except as otherwise provided therein, but solely as
Indenture Trustee;
Participation Agreement (Federal Express Corporation Trust No. N590FE)
dated as of May 1, 1998, as amended and restated as of June 15, 1998, among
Federal Express Corporation, as Lessee, BMO Leasing (U.S.), Inc., as Owner
Participant, State Street Bank and Trust Company of Connecticut, National
Association, not in its individual capacity, except as otherwise provided
therein, but solely as Owner Trustee, First Security Bank, National
Association, not in its individual capacity, except as otherwise provided
therein, but solely as Indenture Trustee, First Security Bank, National
Association, not in its individual capacity, except as otherwise provided
therein, but solely as Pass Through Trustee, First Security Bank, National
Association, not in its individual capacity, except as otherwise provided
therein, but solely as Subordination Agent, and Morgan Guaranty Trust
Company of New York, as Original Loan Participant;
Trust Agreement (Federal Express Corporation Trust No. N590FE) dated as of
May 1, 1998, as amended and restated as of June 15, 1998, between BMO
Leasing (U.S.), Inc., as Owner Participant, and State Street Bank and Trust
Company of Connecticut, National Association;
Lease Agreement (Federal Express Corporation Trust No. N590FE) dated as of
May 1, 1998, as amended and restated as of June 15, 1998, between State
Street Bank and Trust Company of Connecticut, National Association, not in
its individual capacity, except as otherwise provided therein, but solely
as Owner Trustee and Lessor, and Federal Express Corporation, as Lessee;
Lease Supplement No. 1 (Federal Express Corporation Trust No. N590FE) dated
May 27, 1998, between State Street Bank and Trust Company of Connecticut,
National Association, not in its individual capacity, except as otherwise
provided therein, but solely as Owner Trustee and Lessor, and Federal
Express Corporation, as Lessee;
Owner Participant Guaranty (Federal Express Corporation Trust No. N590FE)
dated May 27, 1998, as amended and restated as of July 7, 1998, by Bankmont
Financial Corp., as the Owner Participant Guarantor in favor of the Lessee,
the Owner Trustee, the Indenture Trustee and the Pass Through Trustee; and
Owner Trustee Guaranty (Federal Express Corporation Trust No. N590FE) dated
May 27, 1998, as amended and restated as of July 7, 1998, by State Street
Bank and Trust Company, as the Owner Trustee Guarantor in favor of the
Lessee, the Owner Participant, the Indenture Trustee and the Pass Through
Trustee.
3. Equipment Certificates (Federal Express Corporation Trust No. N620FE):
Interest Rate: 6.720%
Maturity: January 15, 2022
Principal Amount: $43,086,000
Related Indenture Documents:
Trust Indenture and Security Agreement (Federal Express Corporation Trust
No. N620FE) dated as of June 15, 1998, between State Street Bank and Trust
Company of Connecticut, National Association, not in its individual
capacity, except as otherwise provided therein, but solely as Owner
Trustee, and First Security Bank, National Association, not in its
individual capacity, except as otherwise provided therein, but solely as
Indenture Trustee;
Participation Agreement (Federal Express Corporation Trust No. N620FE)
dated as of June 15, 1998, among Federal Express Corporation, as Lessee and
Initial Owner Participant, State Street Bank and Trust Company of
Connecticut, National Association, not in its individual capacity, except
as otherwise provided therein, but solely as Owner Trustee, First Security
Bank, National Association, not in its individual capacity, except as
otherwise provided therein, but solely as Indenture Trustee, First Security
Bank, National Association, not in its individual capacity, except as
otherwise provided therein, but solely as Pass Through Trustee, and First
Security Bank, National Association, not in its individual capacity, except
as otherwise provided therein, but solely as Subordination Agent;
Trust Agreement (Federal Express Corporation Trust No. N620FE) dated as of
June 15, 1998, between Federal Express Corporation, as Initial Owner
Participant, and State Street Bank and Trust Company of Connecticut,
National Association; and
Lease Agreement (Federal Express Corporation Trust No. N620FE) dated as of
June 15, 1998, between State Street Bank and Trust Company of Connecticut,
National Association, not in its individual capacity, except as otherwise
provided therein, but solely as Owner Trustee and Lessor, and Federal
Express Corporation, as Lessee.
4. Equipment Certificates (Federal Express Corporation Trust No. N621FE):
Interest Rate: 6.720%
Maturity: January 15, 2022
Principal Amount: $43,372,000
Related Indenture Documents:
Trust Indenture and Security Agreement (Federal Express Corporation Trust
No. N621FE) dated as of June 15, 1998, between State Street Bank and Trust
Company of Connecticut, National Association, not in its individual
capacity, except as otherwise provided therein, but solely as Owner
Trustee, and First Security Bank, National Association, not in its
individual capacity, except as otherwise provided therein, but solely as
Indenture Trustee;
Participation Agreement (Federal Express Corporation Trust No. N621FE)
dated as of June 15, 1998, among Federal Express Corporation, as Lessee and
Initial Owner Participant, State Street Bank and Trust Company of
Connecticut, National Association, not in its individual capacity, except
as otherwise provided therein, but solely as Owner Trustee, First Security
Bank, National Association, not in its individual capacity, except as
otherwise provided therein, but solely as Indenture Trustee, First Security
Bank, National Association, not in its individual capacity, except as
otherwise provided therein, but solely as Pass Through Trustee, and First
Security Bank, National Association, not in its individual capacity, except
as otherwise provided therein, but solely as Subordination Agent;
Trust Agreement (Federal Express Corporation Trust No. N621FE) dated as of
June 15, 1998, between Federal Express Corporation, as Initial Owner
Participant, and State Street Bank and Trust Company of Connecticut,
National Association; and
Lease Agreement (Federal Express Corporation Trust No. N621FE) dated as of
June 15, 1998, between State Street Bank and Trust Company of Connecticut,
National Association, not in its individual capacity, except as otherwise
provided therein, but solely as Owner Trustee and Lessor, and Federal
Express Corporation, as Lessee.
5. Equipment Certificates (Federal Express Corporation Trust No. N623FE):
Interest Rate: 6.720%
Maturity: January 15, 2022
Principal Amount: $43,372,000
Related Indenture Documents:
Trust Indenture and Security Agreement (Federal Express Corporation Trust
No. N623FE) dated as of June 15, 1998, between State Street Bank and Trust
Company of Connecticut, National Association, not in its individual
capacity, except as otherwise provided therein, but solely as Owner
Trustee, and First Security Bank, National Association, not in its
individual capacity, except as otherwise provided therein, but solely as
Indenture Trustee;
Participation Agreement (Federal Express Corporation Trust No. N623FE)
dated as of June 15, 1998, among Federal Express Corporation, as Lessee and
Initial Owner Participant, State Street Bank and Trust Company of
Connecticut, National Association, not in its individual capacity, except
as otherwise provided therein, but solely as Owner Trustee, First Security
Bank, National Association, not in its individual capacity, except as
otherwise provided therein, but solely as Indenture Trustee, First Security
Bank, National Association, not in its individual capacity, except as
otherwise provided therein, but solely as Pass Through Trustee, and First
Security Bank, National Association, not in its individual capacity, except
as otherwise provided therein, but solely as Subordination Agent;
Trust Agreement (Federal Express Corporation Trust No. N623FE) dated as of
June 15, 1998, between Federal Express Corporation, as Initial Owner
Participant, and State Street Bank and Trust Company of Connecticut,
National Association; and
Lease Agreement (Federal Express Corporation Trust No. N623FE) dated as of
June 15, 1998, between State Street Bank and Trust Company of Connecticut,
National Association, not in its individual capacity, except as otherwise
provided therein, but solely as Owner Trustee and Lessor, and Federal
Express Corporation, as Lessee.
6. Equipment Certificates (Federal Express Corporation Trust No. N675FE):
Interest Rate: 6.720%
Maturity: January 15, 2018
Principal Amount: $33,630,000
Related Indenture Documents:
Trust Indenture and Security Agreement (Federal Express Corporation Trust
No. N675FE) dated as of June 1, 1998, as amended and restated as of June
15, 1998, between State Street Bank and Trust Company of Connecticut,
National Association, not in its individual capacity, except as otherwise
provided therein, but solely as Owner Trustee, and First Security Bank,
National Association, not in its individual capacity, except as otherwise
provided therein, but solely as Indenture Trustee;
Trust Indenture and Security Agreement Supplement No. 1 (Federal Express
Corporation Trust No. N675FE) dated June 18, 1998, between State Street Bank
and Trust Company of Connecticut, National Association, not in its
individual capacity, except as otherwise provided therein, but solely as
Owner Trustee, and First Security Bank, National Association, not in its
individual capacity, except as otherwise provided therein, but solely as
Indenture Trustee;
Participation Agreement (Federal Express Corporation Trust No. N675FE)
dated as of June 1, 1998, as amended and restated as of June 15, 1998,
among Federal Express Corporation, as Lessee, PMCC Leasing Corporation, as
Owner Participant, State Street Bank and Trust Company of Connecticut,
National Association, not in its individual capacity, except as otherwise
provided therein, but solely as Owner Trustee, First Security Bank,
National Association, not in its individual capacity, except as otherwise
provided therein, but solely as Indenture Trustee, First Security Bank,
National Association, not in its individual capacity, except as otherwise
provided therein, but solely as Pass Through Trustee, First Security Bank,
National Association, not in its individual capacity, except as otherwise
provided therein, but solely as Subordination Agent, and Morgan Guaranty
Trust Company of New York, as Original Loan Participant;
Trust Agreement (Federal Express Corporation Trust No. N675FE) dated as of
June 1, 1998, as amended and restated as of June 15, 1998, between PMCC
Leasing Corporation, as Owner Participant, and State Street Bank and Trust
Company of Connecticut, National Association;
Lease Agreement (Federal Express Corporation Trust No. N675FE) dated as of
June 1, 1998, as amended and restated as of June 15, 1998, between State
Street Bank and Trust Company of Connecticut, National Association, not in
its individual capacity, except as otherwise provided therein, but solely
as Owner Trustee and Lessor, and Federal Express Corporation, as Lessee;
Lease Supplement No. 1 (Federal Express Corporation Trust No. N675FE) dated
June 18, 1998, between State Street Bank and Trust Company of Connecticut,
National Association, not in its individual capacity, except as otherwise
provided therein, but solely as Owner Trustee and Lessor, and Federal
Express Corporation, as Lessee;
Owner Participant Guaranty (Federal Express Corporation Trust No. N675FE)
dated June 18, 1998, as amended and restated as of July 7, 1998, by Philip
Morris Capital Corporation, as the Owner Participant Guarantor in favor of
the Lessee, the Owner Trustee, the Indenture Trustee and the Pass Through
Trustee; and
Owner Trustee Guaranty (Federal Express Corporation Trust No. N675FE) dated
June 18, 1998, as amended and restated as of July 7, 1998, by State Street
Bank and Trust Company, as the Owner Trustee Guarantor in favor of the
Lessee, the Owner Participant, the Indenture Trustee and the Pass Through
Trustee.
7. Equipment Certificates (Federal Express Corporation Trust No. N676FE):
Interest Rate: 6.720%
Maturity: January 15, 2021
Principal Amount: $32,271,000
Related Indenture Documents:
Trust Indenture and Security Agreement (Federal Express Corporation Trust
No. N676FE) dated as of June 15, 1998, between State Street Bank and Trust
Company of Connecticut, National Association, not in its individual
capacity, except as otherwise provided therein, but solely as Owner
Trustee, and First Security Bank, National Association, not in its
individual capacity, except as otherwise provided therein, but solely as
Indenture Trustee;
Participation Agreement (Federal Express Corporation Trust No. N676FE)
dated as of June 15, 1998, among Federal Express Corporation, as Lessee and
Initial Owner Participant, State Street Bank and Trust Company of
Connecticut, National Association, not in its individual capacity, except
as otherwise provided therein, but solely as Owner Trustee, First Security
Bank, National Association, not in its individual capacity, except as
otherwise provided therein, but solely as Indenture Trustee, First Security
Bank, National Association, not in its individual capacity, except as
otherwise provided therein, but solely as Pass Through Trustee, and First
Security Bank, National Association, not in its individual capacity, except
as otherwise provided therein, but solely as Subordination Agent;
Trust Agreement (Federal Express Corporation Trust No. N676FE) dated as of
June 15, 1998, between Federal Express Corporation, as Initial Owner
Participant, and State Street Bank and Trust Company of Connecticut,
National Association; and
Lease Agreement (Federal Express Corporation Trust No. N676FE) dated as of
June 15, 1998, between State Street Bank and Trust Company of Connecticut,
National Association, not in its individual capacity, except as otherwise
provided therein, but solely as Owner Trustee and Lessor, and Federal
Express Corporation, as Lessee.
8. Equipment Certificates (Federal Express Corporation Trust No. N677FE):
Interest Rate: 6.720%
Maturity: January 15, 2021
Principal Amount: $32,879,000
Related Indenture Documents:
Trust Indenture and Security Agreement (Federal Express Corporation Trust
No. N677FE) dated as of June 15, 1998, between State Street Bank and Trust
Company of Connecticut, National Association, not in its individual
capacity, except as otherwise provided therein, but solely as Owner
Trustee, and First Security Bank, National Association, not in its
individual capacity, except as otherwise provided therein, but solely as
Indenture Trustee;
Participation Agreement (Federal Express Corporation Trust No. N677FE)
dated as of June 15, 1998, among Federal Express Corporation, as Lessee and
Initial Owner Participant, State Street Bank and Trust Company of
Connecticut, National Association, not in its individual capacity, except
as otherwise provided therein, but solely as Owner Trustee, First Security
Bank, National Association, not in its individual capacity, except as
otherwise provided therein, but solely as Indenture Trustee, First Security
Bank, National Association, not in its individual capacity, except as
otherwise provided therein, but solely as Pass Through Trustee, and First
Security Bank, National Association, not in its individual capacity, except
as otherwise provided therein, but solely as Subordination Agent;
Trust Agreement (Federal Express Corporation Trust No. N677FE) dated as of
June 15, 1998, between Federal Express Corporation, as Initial Owner
Participant, and State Street Bank and Trust Company of Connecticut,
National Association; and
Lease Agreement (Federal Express Corporation Trust No. N677FE) dated as of
June 15, 1998, between State Street Bank and Trust Company of Connecticut,
National Association, not in its individual capacity, except as otherwise
provided therein, but solely as Owner Trustee and Lessor, and Federal
Express Corporation, as Lessee.
9. Equipment Certificates (Federal Express Corporation Trust No. N678FE):
Interest Rate: 6.720%
Maturity: January 15, 2019
Principal Amount: $31,796,000
Related Indenture Documents:
Trust Indenture and Security Agreement (Federal Express Corporation Trust
No. N678FE) dated as of June 15, 1998, between State Street Bank and Trust
Company of Connecticut, National Association, not in its individual
capacity, except as otherwise provided therein, but solely as Owner
Trustee, and First Security Bank, National Association, not in its
individual capacity, except as otherwise provided therein, but solely as
Indenture Trustee;
Participation Agreement (Federal Express Corporation Trust No. N678FE)
dated as of June 15, 1998, among Federal Express Corporation, as Lessee and
Initial Owner Participant, State Street Bank and Trust Company of
Connecticut, National Association, not in its individual capacity, except
as otherwise provided therein, but solely as Owner Trustee, First Security
Bank, National Association, not in its individual capacity, except as
otherwise provided therein, but solely as Indenture Trustee, First Security
Bank, National Association, not in its individual capacity, except as
otherwise provided therein, but solely as Pass Through Trustee, and First
Security Bank, National Association, not in its individual capacity, except
as otherwise provided therein, but solely as Subordination Agent;
Trust Agreement (Federal Express Corporation Trust No. N678FE) dated as of
June 15, 1998, between Federal Express Corporation, as Initial Owner
Participant, and State Street Bank and Trust Company of Connecticut,
National Association; and
Lease Agreement (Federal Express Corporation Trust No. N678FE) dated as of
June 15, 1998, between State Street Bank and Trust Company of Connecticut,
National Association, not in its individual capacity, except as otherwise
provided therein, but solely as Owner Trustee and Lessor, and Federal
Express Corporation, as Lessee.
10. Equipment Certificates (Federal Express Corporation Trust No. N679FE):
Interest Rate: 6.720%
Maturity: January 15, 2020
Principal Amount: $33,362,000
Related Indenture Documents:
Trust Indenture and Security Agreement (Federal Express Corporation Trust
No. N679FE) dated as of June 15, 1998, between State Street Bank and Trust
Company of Connecticut, National Association, not in its individual
capacity, except as otherwise provided therein, but solely as Owner
Trustee, and First Security Bank, National Association, not in its
individual capacity, except as otherwise provided therein, but solely as
Indenture Trustee;
Participation Agreement (Federal Express Corporation Trust No. N679FE)
dated as of June 15, 1998, among Federal Express Corporation, as Lessee and
Initial Owner Participant, State Street Bank and Trust Company of
Connecticut, National Association, not in its individual capacity, except
as otherwise provided therein, but solely as Owner Trustee, First Security
Bank, National Association, not in its individual capacity, except as
otherwise provided therein, but solely as Indenture Trustee, First Security
Bank, National Association, not in its individual capacity, except as
otherwise provided therein, but solely as Pass Through Trustee, and First
Security Bank, National Association, not in its individual capacity, except
as otherwise provided therein, but solely as Subordination Agent;
Trust Agreement (Federal Express Corporation Trust No. N679FE) dated as of
June 15, 1998, between Federal Express Corporation, as Initial Owner
Participant, and State Street Bank and Trust Company of Connecticut,
National Association; and
Lease Agreement (Federal Express Corporation Trust No. N679FE) dated as of
June 15, 1998, between State Street Bank and Trust Company of Connecticut,
National Association, not in its individual capacity, except as otherwise
provided therein, but solely as Owner Trustee and Lessor, and Federal
Express Corporation, as Lessee.
11. Equipment Certificates (Federal Express Corporation Trust No. N680FE):
Interest Rate: 6.720%
Maturity: January 15, 2020
Principal Amount: $33,154,000
Related Indenture Documents:
Trust Indenture and Security Agreement (Federal Express Corporation Trust
No. N680FE) dated as of June 15, 1998, between State Street Bank and Trust
Company of Connecticut, National Association, not in its individual
capacity, except as otherwise provided therein, but solely as Owner
Trustee, and First Security Bank, National Association, not in its
individual capacity, except as otherwise provided therein, but solely as
Indenture Trustee;
Participation Agreement (Federal Express Corporation Trust No. N680FE)
dated as of June 15, 1998, among Federal Express Corporation, as Lessee and
Initial Owner Participant, State Street Bank and Trust Company of
Connecticut, National Association, not in its individual capacity, except
as otherwise provided therein, but solely as Owner Trustee, First Security
Bank, National Association, not in its individual capacity, except as
otherwise provided therein, but solely as Indenture Trustee, First Security
Bank, National Association, not in its individual capacity, except as
otherwise provided therein, but solely as Pass Through Trustee, and First
Security Bank, National Association, not in its individual capacity, except
as otherwise provided therein, but solely as Subordination Agent;
Trust Agreement (Federal Express Corporation Trust No. N680FE) dated as of
June 15, 1998, between Federal Express Corporation, as Initial Owner
Participant, and State Street Bank and Trust Company of Connecticut,
National Association; and
Lease Agreement (Federal Express Corporation Trust No. N680FE) dated as of
June 15, 1998, between State Street Bank and Trust Company of Connecticut,
National Association, not in its individual capacity, except as otherwise
provided therein, but solely as Owner Trustee and Lessor, and Federal
Express Corporation, as Lessee.
12. Equipment Certificates (Federal Express Corporation Trust No. N681FE):
Interest Rate: 6.720%
Maturity: January 15, 2021
Principal Amount: $34,489,000
Related Indenture Documents:
Trust Indenture and Security Agreement (Federal Express Corporation Trust
No. N681FE) dated as of June 15, 1998, between State Street Bank and Trust
Company of Connecticut, National Association, not in its individual
capacity, except as otherwise provided therein, but solely as Owner
Trustee, and First Security Bank, National Association, not in its
individual capacity, except as otherwise provided therein, but solely as
Indenture Trustee;
Participation Agreement (Federal Express Corporation Trust No. N681FE)
dated as of June 15, 1998, among Federal Express Corporation, as Lessee and
Initial Owner Participant, State Street Bank and Trust Company of
Connecticut, National Association, not in its individual capacity, except
as otherwise provided therein, but solely as Owner Trustee, First Security
Bank, National Association, not in its individual capacity, except as
otherwise provided therein, but solely as Indenture Trustee, First Security
Bank, National Association, not in its individual capacity, except as
otherwise provided therein, but solely as Pass Through Trustee, and First
Security Bank, National Association, not in its individual capacity, except
as otherwise provided therein, but solely as Subordination Agent;
Trust Agreement (Federal Express Corporation Trust No. N681FE) dated as of
June 15, 1998, between Federal Express Corporation, as Initial Owner
Participant, and State Street Bank and Trust Company of Connecticut,
National Association; and
Lease Agreement (Federal Express Corporation Trust No. N681FE) dated as of
June 15, 1998, between State Street Bank and Trust Company of Connecticut,
National Association, not in its individual capacity, except as otherwise
provided therein, but solely as Owner Trustee and Lessor, and Federal
Express Corporation, as Lessee.
13. Equipment Certificates (Federal Express Corporation Trust No. N682FE):
Interest Rate: 6.720%
Maturity: January 15, 2020
Principal Amount: $34,507,000
Related Indenture Documents:
Trust Indenture and Security Agreement (Federal Express Corporation Trust
No. N682FE) dated as of June 15, 1998, between State Street Bank and Trust
Company of Connecticut, National Association, not in its individual
capacity, except as otherwise provided therein, but solely as Owner
Trustee, and First Security Bank, National Association, not in its
individual capacity, except as otherwise provided therein, but solely as
Indenture Trustee;
Participation Agreement (Federal Express Corporation Trust No. N682FE)
dated as of June 15, 1998, among Federal Express Corporation, as Lessee and
Initial Owner Participant, State Street Bank and Trust Company of
Connecticut, National Association, not in its individual capacity, except
as otherwise provided therein, but solely as Owner Trustee, First Security
Bank, National Association, not in its individual capacity, except as
otherwise provided therein, but solely as Indenture Trustee, First Security
Bank, National Association, not in its individual capacity, except as
otherwise provided therein, but solely as Pass Through Trustee, and First
Security Bank, National Association, not in its individual capacity, except
as otherwise provided therein, but solely as Subordination Agent;
Trust Agreement (Federal Express Corporation Trust No. N682FE) dated as of
June 15, 1998, between Federal Express Corporation, as Initial Owner
Participant, and State Street Bank and Trust Company of Connecticut,
National Association; and
Lease Agreement (Federal Express Corporation Trust No. N682FE) dated as of
June 15, 1998, between State Street Bank and Trust Company of Connecticut,
National Association, not in its individual capacity, except as otherwise
provided therein, but solely as Owner Trustee and Lessor, and Federal
Express Corporation, as Lessee.
Schedule II
to
Series Supplement
-----------------
Cut-Off Date for each of the Undelivered Aircraft
-------------------------------------------------
Federal Express Corporation Manufacturer's Serial
Trust No. Number Cut-Off Date
- ---------------------------- ---------------------- -------------------
N585FE 48481 December 14, 1998
N620FE 48791 June 13, 1999
N621FE 48792 September 13, 1999
N623FE 48794 September 13, 1999
N676FE 790 October 13, 1998
N677FE 791 November 24, 1998
N678FE 792 December 22, 1998
N679FE 793 January 20, 1999
N680FE 794 February 10, 1999
N681FE 799 August 18, 1999
N682FE 800 August 30, 1999
- --------------------------------------------------------------------------------
SERIES SUPPLEMENT 1998-1-B
Dated July 7, 1998
between
FIRST SECURITY BANK, NATIONAL ASSOCIATION
as Pass Through Trustee
and
FEDERAL EXPRESS CORPORATION
to
PASS THROUGH TRUST AGREEMENT
Dated as of May 1, 1997
$178,606,000
Federal Express Corporation
Pass Through Trust, 1998-1-B
Federal Express Corporation
1998-1 Pass Through Certificates,
Class B
- --------------------------------------------------------------------------------
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........................... 5
Section 2.02. Declaration of Trust; Authorization...................... 6
Section 2.03. Issuance of Pass Through Certificates.................... 6
Section 2.04. Purchase of Equipment Certificates....................... 6
Section 2.05. Representations and Warranties of the Company............ 6
Section 2.06. The Intercreditor Agreement.............................. 7
Section 2.07. Conditions Precedent..................................... 7
Section 2.08. Acceptance of Appointment of Pass Through Trustee........ 7
ARTICLE III
DISTRIBUTION AND RECORD DATES;
CERTIFICATE AND SPECIAL PAYMENT ACCOUNTS;
CONCERNING AUTHENTICATING AGENT, PAYING AGENT AND REGISTRAR AND
THE CERTIFICATEHOLDERS; PROVISION OF CERTAIN INFORMATION
Section 3.01. Distribution Dates....................................... 7
Section 3.02. Record Dates............................................. 7
Section 3.03. Certificate Account and Special Payments Account......... 8
Section 3.04. Form of Pass Through Certificates........................ 8
Section 3.05. Indenture Documents...................................... 8
Section 3.06. Appointment of Authenticating Agent; Paying Agent and
Registrar................................................ 8
Section 3.07. Predelivery Funding...................................... 9
Section 3.08. ERISA.................................................... 9
Section 3.09. Intercreditor Agreement.................................. 9
Section 3.10. Ranking of Equipment Certificates........................ 9
Section 3.11. No Cross-Default or Cross-Collateralization of Equipment
Certificates............................................. 9
Section 3.12. Ranking of 1998-1-B Pass Through Certificates............ 9
Section 3.13. Liquidity Facility....................................... 9
Section 3.14. Purchase Rights of Certificateholders.................... 10
Section 3.15. PTC Event of Default..................................... 10
Section 3.16. Amendment to Schedule of Principal Payments.............. 10
Section 3.17. Information Available to Beneficial Owners............... 10
ARTICLE IV
MISCELLANEOUS
Section 4.01. Governing Law; Counterpart Form.......................... 10
Section 4.02. Reports by the Company................................... 11
Section 4.03. Modification and Ratification of Pass Through Agreement.. 11
Section 4.04. Termination.............................................. 11
EXHIBIT A Form of Pass Through Certificate
SCHEDULE I Equipment Certificates; related Indenture Documents
SCHEDULE II Cut-Off Date for each of the Aircraft
SERIES SUPPLEMENT 1998-1-B
SERIES SUPPLEMENT 1998-1-B, dated July 7, 1998 (this "Series
Supplement"), between FEDERAL EXPRESS CORPORATION, a Delaware corporation (the
"Company") and FIRST SECURITY BANK, NATIONAL ASSOCIATION, a national banking
association, as Pass Through Trustee (the "Pass Through Trustee"), to the Pass
Through Trust Agreement, dated as of May 1, 1997 (the "Pass Through
Agreement"), between the Company and the Pass Through Trustee.
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
class 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 class 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 Class rather than to any Pass Through Trust or Class
generally shall, when used in this Series Supplement, relate solely to the
Federal Express Corporation Pass Through Trust, 1998-1-B, or the Federal
Express Corporation 1998-1 Pass Through Certificates, Class B, as the case may
be, whether or not expressly so stated herein.
"Aircraft" means five McDonnell Douglas MD-11F aircraft and eight
Airbus A300F4-605R aircraft, including the Engines (as such term is defined in
the related Participation Agreement) relating thereto, leased, or expected to
be leased, by the related Owner Trustee to the Company pursuant to one of
thirteen separate Leases, and, collectively, means all of the foregoing.
"Aircraft Delivery Date" means, for each Aircraft, the date on which
such Aircraft is delivered and sold to the Lessor (as such term is defined in
the related Participation Agreement) and leased by the Lessor to the Lessee
(as such term is defined in the related Participation Agreement) under the
Lease (as such term is defined in the related Participation Agreement), which
date shall also be the date of the initial Lease Supplement (as such term is
defined in the related Participation Agreement).
"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 Class of Pass
Through Certificates designated in Section 2.01 hereof.
"Class" means the single class of Pass Through Certificates issued by
a particular Pass Through Trust.
"Collateral Account" means each of the Collateral Accounts
established pursuant to the Indentures for each of Federal Express Corporation
Trust Nos. N585FE, N676FE, N677FE, N678FE, N679FE, N680FE, N681FE, N682FE,
N620FE, N621FE and N623FE, into which the proceeds of sale of the related
Equipment Certificates will be deposited respectively.
"Cut-Off Date" means the date listed on Schedule II hereto for each
undelivered Aircraft.
"Delivery Date" means, for any Equipment Certificates, the Refunding
Date, if any, or otherwise the Pass Through Closing Date (as such terms are
defined in the related Participation Agreement) for such Equipment
Certificates.
"Equipment Certificates" means those Equipment Trust Certificates
listed in Schedule I hereto.
"Final Expected Distribution Date" means January 15, 2019.
"Final Legal Distribution Date" means July 15, 2020.
"Intercreditor Agreement" means the Intercreditor Agreement dated as
of June 15, 1998 among the Pass Through Trustee, the Liquidity Provider and the
Subordination Agent.
"Interest Drawing" has the meaning specified in the Intercreditor
Agreement.
"Issuance Date" means the date defined as the Closing Time in the
Underwriting Agreement.
"Liquidity Facility" means the Irrevocable Revolving Credit Agreement
Class B Pass Through Certificates dated as of June 15, 1998 between the
Subordination Agent and the Liquidity Provider.
"Liquidity Provider" means Kreditanstalt fur Wiederaufbau, a
corporation organized under the public law of the Federal Republic of Germany
or any replacement liquidity provider.
"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.
"Pool Balance" means, for any Pass Through Trust or for the Pass
Through Certificates issued by any Pass Through Trust, as of any date, the
original aggregate face amount of the Pass Through Certificates of such Pass
Through Trust less the aggregate amount of all payments on such Pass Through
Certificates other than payments made in respect of interest or premium or
reimbursement of any costs and expenses in connection therewith. The Pool
Balance for each Pass Through Trust as of any Regular Distribution Date or
Special Distribution Date will be computed after giving effect to the payment
of principal, if any, on the Equipment Certificates or other Trust Property
held in such Pass Through Trust and the distribution thereof being made on
that date.
"Pool Factor" means, for any Pass Through Trust as of any Regular
Distribution Date or Special Distribution Date the quotient (rounded to the
seventh decimal place) computed by dividing (i) the Pool Balance by (ii) the
original aggregate face amount of the Pass Through Certificates of the related
Class. The Pool Factor for each Pass Through Trust as of any Regular
Distribution Date or Special Distribution Date will be computed after giving
effect to the payment of principal, if any, on such Equipment Certificates or
other Trust Property held in such Pass Through Trust and the distribution
thereof being made on that date.
"PTC Event of Default" has the meaning set forth in Section 3.15
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.
"Specified Investments" has the meaning set forth in Schedule II to
the Participation Agreements.
"Subordination Agent" means First Security Bank, National
Association, a national banking association.
"Trust Property" means, for this Pass Through Trust: (i) the
Equipment Certificates held in this Pass Through Trust; (ii) the rights of
this Pass Through Trust under the Intercreditor Agreement (including all
monies receivable in respect of such rights); (iii) all monies receivable
under the Liquidity Facility for this Pass Through Trust; and (iv) funds from
time to time deposited with the Pass Through Trustee in accounts relating to
this Pass Through Trust.
"Underwriters" means Morgan Stanley & Co. Incorporated, Chase
Securities Inc., Citicorp Securities, Inc., Credit Suisse First Boston
Corporation and J.P. Morgan Securities Inc.
"Underwriting Agreement" means the Underwriting Agreement dated June
30, 1998 among the Company and the Underwriters.
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, 1998-1-B (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 1998-1
Pass Through Certificates, Class B (herein sometimes called the "1998-1-B Pass
Through Certificates"). The 1998-1-B 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 1998-1-B Pass Through Certificates that may
be authenticated, delivered and outstanding under this Series Supplement is
limited to $178,606,000.
Section 2.02. Declaration of Trust; Authorization. Each initial
Certificateholder, by its acceptance of any 1998-1-B 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, the Intercreditor 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
1998-1-B Pass Through Certificates and (ii) the Pass Through Trustee shall
deliver the 1998-1-B 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. The Intercreditor Agreement. The Pass Through Trustee
is hereby directed to execute and deliver the Intercreditor Agreement on or
prior to the Issuance Date in the form delivered to the Pass Through Trustee
by the Company. The Pass Through Trustee represents and warrants that the
Intercreditor Agreement will be duly executed and delivered by one of its
officers who is duly authorized to execute and deliver such document on its
behalf.
Section 2.07. 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 1998-1-B Pass Through
Certificates.
Section 2.08. Acceptance of Appointment of Pass Through Trustee.
First Security Bank, National Association 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. First Security Bank, National Association 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; PROVISION OF CERTAIN INFORMATION
Section 3.01. Distribution Dates. The Regular Distribution Dates
are each January 15 and July 15, commencing on January 15, 1999. The Special
Distribution Date is any Business Day on which a Special Payment is to be
distributed.
Section 3.02. Record Dates. The Record Dates for the Regular
Distribution Dates are December 31 and June 30, 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 1998-1-B Pass Through
Certificates will be substantially in the form of Exhibit A hereto. The
1998-1-B Pass Through Certificates will be issued pursuant to a book-entry
system in the form of one or more Registered Global Certificates 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
1998-1-B Pass Through Certificates initially shall be First Security Bank,
National Association. First Security Bank, National Association 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 Nos. N585FE, N676FE, N677FE, N678FE, N679FE,
N680FE, N681FE, N682FE, N620FE, N621FE and N623FE and the Aircraft Delivery
Date for the related Aircraft, such Equipment Certificates will not be secured
by such Aircraft or the related Lease, but will be secured by the related
Collateral Account. Pursuant to the related Indenture, the Indenture Trustee
on behalf of the related Owner Trustee will deposit the proceeds from the sale
of the related Equipment Certificates into the related Collateral Account.
Sums deposited in each Collateral Account will be invested as set
forth in the Related Indenture.
Section 3.08. ERISA. Any Person who is acquiring a Pass Through
Certificate will be deemed to represent and warrant that (i) no 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, have been used to acquire or hold any of the Pass
Through Certificates or (ii) that one or more administrative or statutory
exemptions from the prohibited transaction rules under Section 406 of ERISA
and Section 4975 of the Code applies to its purchase and holding of a Pass
Through Certificate such that its purchase and holding of a Pass Through
Certificate will not result in a non-exempt prohibited transaction under
Section 406 of ERISA and Section 4975 of the Code.
Section 3.09. Intercreditor Agreement. The 1998-1-B Pass Through
Certificates are subject to the Intercreditor Agreement.
Section 3.10. Ranking of Equipment Certificates. The Equipment
Certificates will be subject to the ranking and priority as set forth in the
related Indenture Documents.
Section 3.11. No Cross-Default or Cross-Collateralization of
Equipment Certificates. As set forth in the related Indenture Documents,
there are no cross-collateralization provisions or cross-default provisions in
respect of the Equipment Certificates.
Section 3.12. Ranking of 1998-1-B Pass Through Certificates. The
1998-1-B Pass Through Certificates will be subject to the ranking and priority
as set forth in the Intercreditor Agreement.
Section 3.13. Liquidity Facility. Payments of interest on the
1998-1-B Pass Through Certificates will be supported by a Liquidity Facility
to be provided by the Liquidity Provider for the benefit of the
Certificateholders.
Section 3.14. Purchase Rights of Certificateholders. The
Certificateholders will have the purchase rights, if any, upon the occurrence
and during the continuation of a Triggering Event as set forth in the Pass
Through Agreement.
Section 3.15. PTC Event of Default. A PTC Event of Default shall
have occurred if, for any Pass Through Trust, the Pass Through Trustee shall
fail to pay within 10 Business Days of the due date thereof (i) the
outstanding Pool Balance of the 1998-1-B Pass Through Certificates on the
Final Legal Distribution Date or (ii) interest due on the 1998-1 Pass Through
Certificates on any Regular Distribution Date unless the Subordination Agent
has made an Interest Drawing in an amount sufficient to pay such interest and
has distributed such amount to the Certificateholders. Any failure by the
Pass Through Trustee to make expected principal distributions on the 1998-1-B
Pass Through Certificates on any Regular Distribution Date (other than the
Final Legal Distribution Date) will not be a PTC Event of Default.
Section 3.16. Amendment to Schedule of Principal Payments. Not later
than the seventh Business Day preceding each of the Regular Distribution Dates
in January 1999, July 1999 and January 2000, the Pass Through Trustee shall
mail to Certificateholders a statement, based on the most recent information
provided by the Indenture Trustees pursuant to Section 2.18 of the Indentures,
setting forth the schedule of principal payments of the Equipment Certificates
and the expected Pool Factors in respect of such Regular Distribution Dates,
in the form of the schedule containing such information set forth in the Pass
Through Certificates.
Section 3.17. Information Available to Beneficial Owners. The Pass
Through Trustee shall mail to any beneficial holder of Pass Through
Certificates that has provided to the Pass Through Trustee a certificate (in
reasonable detail satisfactory to the Pass Through Trustee) as to the
principal amount of Pass Through Certificates beneficially owned and any
intermediaries through which such Person's ownership interest in Pass Through
Certificates is held, copies of all reports and other documents mailed to
Certificateholders. The Pass Through Trustee shall mail the reports to such
beneficial owners on the date such reports are mailed to Certificateholders
under the Pass Through Agreement and this Series Supplement, or as soon
thereafter as practicable.
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
1998-1-B 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: Vice President and Treasurer
FIRST SECURITY BANK, NATIONAL ASSOCIATION, not in its
individual capacity, except as otherwise expressly provided
herein, but solely as Pass Through Trustee
By: _________________________________________
Name: Greg A. Hawley
Title: Vice President
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, 1998-1-B
1998-1 Pass Through Certificate, Class B
CUSIP 31331F AY7
Final Expected Distribution Date: January 15, 2019
evidencing a fractional undivided interest in a pass through trust.
Certificate No. _______
Applicable interest rate on Equipment Certificates held in
Pass Through Trust, 1998-1-B: 6.845%.
$___________ 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, 1998-1-B (the "Pass
Through Trust") created and declared by First Security Bank, National
Association, as pass through trustee (the "Pass Through Trustee"), pursuant to
the Pass Through Trust Agreement dated as of May 1, 1997 (the "Pass Through
Agreement"), as supplemented by Series Supplement 1998-1-B thereto dated July
7, 1998 (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 1998-1 Pass
Through Certificates, Class B." This Pass Through Certificate is issued under
and is subject to the terms, provisions, and conditions of the Pass Through
Agreement, the Series Supplement and the Intercreditor Agreement, 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 includes (i) the Equipment Certificates held in such
Pass Through Trust, (ii) the rights of such Pass Through Trust under the
Intercreditor Agreement (including all monies receivable in respect of such
rights), (iii) all monies receivable under the Liquidity Facility for such
Pass Through Trust, and (iv) funds from time to time deposited with the Pass
Through Trustee in accounts relating to such Pass Through Trust. (the "Trust
Property"). Equipment Certificates of each series are secured by a security
interest in (A) an aircraft leased to or, if any of seven Airbus A300F4-605R
Aircraft or three McDonnell Douglas MD-11F Aircraft have been purchased by the
Company pursuant to the related Participation Agreement, 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 containing the
proceeds of the sale of such series of Equipment Certificates, which shall be
invested in Specified Investments pursuant to the related Indenture. Each of
the Pass Through Certificates represents a Fractional Undivided Interest in
the Pass Through Trust and the Trust Property, and has 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 class of Pass Through
Certificates issued pursuant thereto.
Subject to and in accordance with the terms of the Pass Through
Agreement, the Series Supplement and the Intercreditor Agreement, from funds
then available to the Pass Through Trustee, there will be distributed on each
January 15 and July 15 (a "Regular Distribution Date"), commencing on January
15, 1999, 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, the Series Supplement and the Intercreditor Agreement, 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 any Business Day
on which a Special Payment is to be distributed.
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 acquiring this Pass Through Certificate will be deemed to
represent and warrant that (i) no 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, have
been used to acquire or hold any of the Pass Through Certificates or (ii) that
one or more administrative or statutory exemptions from the prohibited
transaction rules under Section 406 of ERISA and Section 4975 of the Code
applies to its purchase and holding of this Pass Through Certificate such that
its purchase and holding of this Pass Through Certificate will not result in a
non-exempt 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, 1998-1-B
FIRST SECURITY BANK, NATIONAL ASSOCIATION, not in its
individual capacity, except as otherwise expressly provided
herein, but solely as Pass Through Trustee
By: ________________________________
Authorized Signatory
[FORM OF THE PASS THROUGH TRUSTEE'S CERTIFICATE OF AUTHENTICATION]
Dated: _______, 1998
This is one of the Pass Through Certificates referred to in the
within-mentioned Pass Through Agreement and the Series Supplement.
FIRST SECURITY BANK, NATIONAL ASSOCIATION, not in its
individual capacity, except as otherwise expressly provided
herein, but solely 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, the Intercreditor Agreement and the
Series Supplement. Subject to the Intercreditor Agreement, 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, the Intercreditor 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, the Intercreditor Agreement and the Series Supplement and
reference is made to the Pass Through Agreement, the Intercreditor 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, the Intercreditor Agreement and the Series
Supplement 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 and assuming there will be no change in the payment
terms of the Equipment Certificates, 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:
Class B Trust
Equipment
Regular Scheduled Payments
Distribution Date of Principal Expected Pool Factor
- ----------------- ------------------------ ------------------------
January 15, 1999 $ 3,479,216 0.9805202
July 15, 1999 4,015,655 0.9580368
January 15, 2000 3,622,198 0.9377565
July 15, 2000 378,342 0.9356382
January 15, 2001 3,905,761 0.9137701
July 15, 2001 378,342 0.9116518
January 15, 2002 4,564,232 0.8860971
July 15, 2002 380,960 0.8839641
January 15, 2003 3,913,469 0.8620529
July 15, 2003 1,363,424 0.8544192
January 15, 2004 4,142,715 0.8312245
July 15, 2004 1,363,424 0.8235908
January 15, 2005 3,764,238 0.8025152
July 15, 2005 1,741,900 0.7927624
January 15, 2006 4,747,548 0.7661813
July 15, 2006 758,592 0.7619340
January 15, 2007 8,998,641 0.7115514
July 15, 2007 758,592 0.7073041
January 15, 2008 9,947,415 0.6516093
July 15, 2008 766,803 0.6473161
January 15, 2009 9,714,569 0.5929250
January 15, 2010 4,195,730 0.5694335
January 15, 2011 4,385,512 0.5448794
January 15, 2012 4,698,226 0.5185744
January 15, 2013 5,263,436 0.4891048
January 15, 2014 8,221,201 0.4430750
January 15, 2015 12,610,322 0.3724709
January 15, 2016 10,392,486 0.3142842
January 15, 2017 21,901,629 0.1916589
January 15, 2018 16,259,146 0.1006253
January 15, 2019 17,972,276 0.0000000
Each Certificateholder of this Pass Through Certificate by its
acceptance hereof, acknowledges that the terms of the Participation Agreement,
the Lease and the Indenture as they relate to eleven of the aircraft may
differ from the terms set forth or incorporated by reference in this Pass
Through Certificate.
The Pass Through Agreement, the Intercreditor 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, the Intercreditor 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, the
Intercreditor 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, 1998-1-B
Class B
Equipment Certificates;
Related Indenture Documents
1. Equipment Certificates (Federal Express Corporation Trust No. N585FE):
Interest Rate: 6.845%
Maturity: January 15, 2019
Principal Amount: $13,094,000
Related Indenture Documents:
Trust Indenture and Security Agreement (Federal Express Corporation Trust
No. N585FE) dated as of June 15, 1998, between State Street Bank and Trust
Company of Connecticut, National Association, not in its individual
capacity, except as otherwise provided therein, but solely as Owner
Trustee, and First Security Bank, National Association, not in its
individual capacity, except as otherwise provided therein, but solely as
Indenture Trustee;
Participation Agreement (Federal Express Corporation Trust No. N585FE)
dated as of June 15, 1998, among Federal Express Corporation, as Lessee and
Initial Owner Participant, State Street Bank and Trust Company of
Connecticut, National Association, not in its individual capacity, except
as otherwise provided therein, but solely as Owner Trustee, First Security
Bank, National Association, not in its individual capacity, except as
otherwise provided therein, but solely as Indenture Trustee, First Security
Bank, National Association, not in its individual capacity, except as
otherwise provided therein, but solely as Pass Through Trustee, and First
Security Bank, National Association, not in its individual capacity, except
as otherwise provided therein, but solely as Subordination Agent;
Trust Agreement (Federal Express Corporation Trust No. N585FE) dated as of
June 15, 1998, between Federal Express Corporation, as Initial Owner
Participant, and State Street Bank and Trust Company of Connecticut, National
Association; and
Lease Agreement (Federal Express Corporation Trust No. N585FE) dated as of
June 15, 1998, between State Street Bank and Trust Company of Connecticut,
National Association, not in its individual capacity, except as otherwise
provided therein, but solely as Owner Trustee and Lessor, and Federal Express
Corporation, as Lessee.
2. Equipment Certificates (Federal Express Corporation Trust No. N590FE):
Interest Rate: 6.845%
Maturity: January 15, 2019
Principal Amount: $12,122,000
Related Indenture Documents:
Trust Indenture and Security Agreement (Federal Express Corporation Trust
No. N590FE) dated as of May 1, 1998, as amended and restated as of June 15,
1998, between State Street Bank and Trust Company of Connecticut, National
Association, not in its individual capacity, except as otherwise provided
therein, but solely as Owner Trustee, and First Security Bank, National
Association, not in its individual capacity, except as otherwise provided
therein, but solely as Indenture Trustee;
Trust Indenture and Security Agreement Supplement No. 1 (Federal Express
Corporation Trust No. N590FE) dated May 27, 1998, between State Street Bank
and Trust Company of Connecticut, National Association, not in its
individual capacity, except as otherwise provided therein, but solely as
Owner Trustee, and First Security Bank, National Association, not in its
individual capacity, except as otherwise provided therein, but solely as
Indenture Trustee;
Participation Agreement (Federal Express Corporation Trust No. N590FE)
dated as of May 1, 1998, as amended and restated as of June 15, 1998, among
Federal Express Corporation, as Lessee, BMO Leasing (U.S.), Inc., as Owner
Participant, State Street Bank and Trust Company of Connecticut, National
Association, not in its individual capacity, except as otherwise provided
therein, but solely as Owner Trustee, First Security Bank, National
Association, not in its individual capacity, except as otherwise provided
therein, but solely as Indenture Trustee, First Security Bank, National
Association, not in its individual capacity, except as otherwise provided
therein, but solely as Pass Through Trustee, First Security Bank, National
Association, not in its individual capacity, except as otherwise provided
therein, but solely as Subordination Agent, and Morgan Guaranty Trust
Company of New York, as Original Loan Participant;
Trust Agreement (Federal Express Corporation Trust No. N590FE) dated as of
May 1, 1998, as amended and restated as of June 15, 1998, between BMO
Leasing (U.S.), Inc., as Owner Participant, and State Street Bank and Trust
Company of Connecticut, National Association;
Lease Agreement (Federal Express Corporation Trust No. N590FE) dated as of
May 1, 1998, as amended and restated as of June 15, 1998, between State
Street Bank and Trust Company of Connecticut, National Association, not in
its individual capacity, except as otherwise provided therein, but solely
as Owner Trustee and Lessor, and Federal Express Corporation, as Lessee;
Lease Supplement No. 1 (Federal Express Corporation Trust No. N590FE) dated
May 27, 1998, between State Street Bank and Trust Company of Connecticut,
National Association, not in its individual capacity, except as otherwise
provided therein, but solely as Owner Trustee and Lessor, and Federal
Express Corporation, as Lessee;
Owner Participant Guaranty (Federal Express Corporation Trust No. N590FE)
dated May 27, 1998, as amended and restated as of July 7, 1998, by Bankmont
Financial Corp., as the Owner Participant Guarantor in favor of the Lessee,
the Owner Trustee, the Indenture Trustee and the Pass Through Trustee; and
Owner Trustee Guaranty (Federal Express Corporation Trust No. N590FE) dated
May 27, 1998, as amended and restated as of July 7, 1998, by State Street
Bank and Trust Company, as the Owner Trustee Guarantor in favor of the
Lessee, the Owner Participant, the Indenture Trustee and the Pass Through
Trustee.
3. Equipment Certificates (Federal Express Corporation Trust No. N620FE):
Interest Rate: 6.845%
Maturity: January 15, 2019
Principal Amount: $16,157,000
Related Indenture Documents:
Trust Indenture and Security Agreement (Federal Express Corporation Trust
No. N620FE) dated as of June 15, 1998, between State Street Bank and Trust
Company of Connecticut, National Association, not in its individual
capacity, except as otherwise provided therein, but solely as Owner
Trustee, and First Security Bank, National Association, not in its
individual capacity, except as otherwise provided therein, but solely as
Indenture Trustee;
Participation Agreement (Federal Express Corporation Trust No. N620FE)
dated as of June 15, 1998, among Federal Express Corporation, as Lessee and
Initial Owner Participant, State Street Bank and Trust Company of
Connecticut, National Association, not in its individual capacity, except
as otherwise provided therein, but solely as Owner Trustee, First Security
Bank, National Association, not in its individual capacity, except as
otherwise provided therein, but solely as Indenture Trustee, First Security
Bank, National Association, not in its individual capacity, except as
otherwise provided therein, but solely as Pass Through Trustee, and First
Security Bank, National Association, not in its individual capacity, except
as otherwise provided therein, but solely as Subordination Agent;
Trust Agreement (Federal Express Corporation Trust No. N620FE) dated as of
June 15, 1998, between Federal Express Corporation, as Initial Owner
Participant, and State Street Bank and Trust Company of Connecticut,
National Association; and
Lease Agreement (Federal Express Corporation Trust No. N620FE) dated as of
June 15, 1998, between State Street Bank and Trust Company of Connecticut,
National Association, not in its individual capacity, except as otherwise
provided therein, but solely as Owner Trustee and Lessor, and Federal
Express Corporation, as Lessee.
4. Equipment Certificates (Federal Express Corporation Trust No. N621FE):
Interest Rate: 6.845%
Maturity: January 15, 2019
Principal Amount: $16,264,000
Related Indenture Documents:
Trust Indenture and Security Agreement (Federal Express Corporation Trust
No. N621FE) dated as of June 15, 1998, between State Street Bank and Trust
Company of Connecticut, National Association, not in its individual
capacity, except as otherwise provided therein, but solely as Owner
Trustee, and First Security Bank, National Association, not in its
individual capacity, except as otherwise provided therein, but solely as
Indenture Trustee;
Participation Agreement (Federal Express Corporation Trust No. N621FE)
dated as of June 15, 1998, among Federal Express Corporation, as Lessee and
Initial Owner Participant, State Street Bank and Trust Company of
Connecticut, National Association, not in its individual capacity, except
as otherwise provided therein, but solely as Owner Trustee, First Security
Bank, National Association, not in its individual capacity, except as
otherwise provided therein, but solely as Indenture Trustee, First Security
Bank, National Association, not in its individual capacity, except as
otherwise provided therein, but solely as Pass Through Trustee, and First
Security Bank, National Association, not in its individual capacity, except
as otherwise provided therein, but solely as Subordination Agent;
Trust Agreement (Federal Express Corporation Trust No. N621FE) dated as of
June 15, 1998, between Federal Express Corporation, as Initial Owner
Participant, and State Street Bank and Trust Company of Connecticut,
National Association; and
Lease Agreement (Federal Express Corporation Trust No. N621FE) dated as of
June 15, 1998, between State Street Bank and Trust Company of Connecticut,
National Association, not in its individual capacity, except as otherwise
provided therein, but solely as Owner Trustee and Lessor, and Federal
Express Corporation, as Lessee.
5. Equipment Certificates (Federal Express Corporation Trust No. N623FE):
Interest Rate: 6.845%
Maturity: January 15, 2019
Principal Amount: $16,264,000
Related Indenture Documents:
Trust Indenture and Security Agreement (Federal Express Corporation Trust
No. N623FE) dated as of June 15, 1998, between State Street Bank and Trust
Company of Connecticut, National Association, not in its individual
capacity, except as otherwise provided therein, but solely as Owner
Trustee, and First Security Bank, National Association, not in its
individual capacity, except as otherwise provided therein, but solely as
Indenture Trustee;
Participation Agreement (Federal Express Corporation Trust No. N623FE)
dated as of June 15, 1998, among Federal Express Corporation, as Lessee and
Initial Owner Participant, State Street Bank and Trust Company of
Connecticut, National Association, not in its individual capacity, except
as otherwise provided therein, but solely as Owner Trustee, First Security
Bank, National Association, not in its individual capacity, except as
otherwise provided therein, but solely as Indenture Trustee, First Security
Bank, National Association, not in its individual capacity, except as
otherwise provided therein, but solely as Pass Through Trustee, and First
Security Bank, National Association, not in its individual capacity, except
as otherwise provided therein, but solely as Subordination Agent;
Trust Agreement (Federal Express Corporation Trust No. N623FE) dated as of
June 15, 1998, between Federal Express Corporation, as Initial Owner
Participant, and State Street Bank and Trust Company of Connecticut, National
Association; and
Lease Agreement (Federal Express Corporation Trust No. N623FE) dated as of
June 15, 1998, between State Street Bank and Trust Company of Connecticut,
National Association, not in its individual capacity, except as otherwise
provided therein, but solely as Owner Trustee and Lessor, and Federal Express
Corporation, as Lessee.
6. Equipment Certificates (Federal Express Corporation Trust No. N675FE):
Interest Rate: 6.845%
Maturity: January 15, 2016
Principal Amount: $12,611,000
Related Indenture Documents:
Trust Indenture and Security Agreement (Federal Express Corporation Trust
No. N675FE) dated as of June 1, 1998, as amended and restated as of June
15, 1998, between State Street Bank and Trust Company of Connecticut,
National Association, not in its individual capacity, except as otherwise
provided therein, but solely as Owner Trustee, and First Security Bank,
National Association, not in its individual capacity, except as otherwise
provided therein, but solely as Indenture Trustee;
Trust Indenture and Security Agreement Supplement No. 1 (Federal Express
Corporation Trust No. N675FE) dated June 18, 1998, between State Street Bank
and Trust Company of Connecticut, National Association, not in its
individual capacity, except as otherwise provided therein, but solely as
Owner Trustee, and First Security Bank, National Association, not in its
individual capacity, except as otherwise provided therein, but solely as
Indenture Trustee;
Participation Agreement (Federal Express Corporation Trust No. N675FE)
dated as of June 1, 1998, as amended and restated as of June 15, 1998,
among Federal Express Corporation, as Lessee, PMCC Leasing Corporation, as
Owner Participant, State Street Bank and Trust Company of Connecticut,
National Association, not in its individual capacity, except as otherwise
provided therein, but solely as Owner Trustee, First Security Bank,
National Association, not in its individual capacity, except as otherwise
provided therein, but solely as Indenture Trustee, First Security Bank,
National Association, not in its individual capacity, except as otherwise
provided therein, but solely as Pass Through Trustee, First Security Bank,
National Association, not in its individual capacity, except as otherwise
provided therein, but solely as Subordination Agent, and Morgan Guaranty
Trust Company of New York, as Original Loan Participant;
Trust Agreement (Federal Express Corporation Trust No. N675FE) dated as of
June 1, 1998, as amended and restated as of June 15, 1998, between PMCC
Leasing Corporation, as Owner Participant, and State Street Bank and Trust
Company of Connecticut, National Association;
Lease Agreement (Federal Express Corporation Trust No. N675FE) dated as of
June 1, 1998, as amended and restated as of June 15, 1998, between State
Street Bank and Trust Company of Connecticut, National Association, not in
its individual capacity, except as otherwise provided therein, but solely
as Owner Trustee and Lessor, and Federal Express Corporation, as Lessee;
Lease Supplement No. 1 (Federal Express Corporation Trust No. N675FE) dated
June 18, 1998, between State Street Bank and Trust Company of Connecticut,
National Association, not in its individual capacity, except as otherwise
provided therein, but solely as Owner Trustee and Lessor, and Federal
Express Corporation, as Lessee;
Owner Participant Guaranty (Federal Express Corporation Trust No. N675FE)
dated June 18, 1998, as amended and restated as of July 7, 1998, by Philip
Morris Capital Corporation, as the Owner Participant Guarantor in favor of
the Lessee, the Owner Trustee, the Indenture Trustee and the Pass Through
Trustee; and
Owner Trustee Guaranty (Federal Express Corporation Trust No. N675FE) dated
June 18, 1998, as amended and restated as of July 7, 1998, by State Street
Bank and Trust Company, as the Owner Trustee Guarantor in favor of the
Lessee, the Owner Participant, the Indenture Trustee and the Pass Through
Trustee.
7. Equipment Certificates (Federal Express Corporation Trust No. N676FE):
Interest Rate: 6.845%
Maturity: January 15, 2019
Principal Amount: $13,080,000
Related Indenture Documents:
Trust Indenture and Security Agreement (Federal Express Corporation Trust
No. N676FE) dated as of June 15, 1998, between State Street Bank and Trust
Company of Connecticut, National Association, not in its individual
capacity, except as otherwise provided therein, but solely as Owner
Trustee, and First Security Bank, National Association, not in its
individual capacity, except as otherwise provided therein, but solely as
Indenture Trustee;
Participation Agreement (Federal Express Corporation Trust No. N676FE)
dated as of June 15, 1998, among Federal Express Corporation, as Lessee and
Initial Owner Participant, State Street Bank and Trust Company of
Connecticut, National Association, not in its individual capacity, except
as otherwise provided therein, but solely as Owner Trustee, First Security
Bank, National Association, not in its individual capacity, except as
otherwise provided therein, but solely as Indenture Trustee, First Security
Bank, National Association, not in its individual capacity, except as
otherwise provided therein, but solely as Pass Through Trustee, and First
Security Bank, National Association, not in its individual capacity, except
as otherwise provided therein, but solely as Subordination Agent;
Trust Agreement (Federal Express Corporation Trust No. N676FE) dated as of
June 15, 1998, between Federal Express Corporation, as Initial Owner
Participant, and State Street Bank and Trust Company of Connecticut,
National Association; and
Lease Agreement (Federal Express Corporation Trust No. N676FE) dated as of
June 15, 1998, between State Street Bank and Trust Company of Connecticut,
National Association, not in its individual capacity, except as otherwise
provided therein, but solely as Owner Trustee and Lessor, and Federal
Express Corporation, as Lessee.
8. Equipment Certificates (Federal Express Corporation Trust No. N677FE):
Interest Rate: 6.845%
Maturity: January 15, 2019
Principal Amount: $13,410,000
Related Indenture Documents:
Trust Indenture and Security Agreement (Federal Express Corporation Trust
No. N677FE) dated as of June 15, 1998, between State Street Bank and Trust
Company of Connecticut, National Association, not in its individual
capacity, except as otherwise provided therein, but solely as Owner
Trustee, and First Security Bank, National Association, not in its
individual capacity, except as otherwise provided therein, but solely as
Indenture Trustee;
Participation Agreement (Federal Express Corporation Trust No. N677FE)
dated as of June 15, 1998, among Federal Express Corporation, as Lessee and
Initial Owner Participant, State Street Bank and Trust Company of
Connecticut, National Association, not in its individual capacity, except
as otherwise provided therein, but solely as Owner Trustee, First Security
Bank, National Association, not in its individual capacity, except as
otherwise provided therein, but solely as Indenture Trustee, First Security
Bank, National Association, not in its individual capacity, except as
otherwise provided therein, but solely as Pass Through Trustee, and First
Security Bank, National Association, not in its individual capacity, except
as otherwise provided therein, but solely as Subordination Agent;
Trust Agreement (Federal Express Corporation Trust No. N677FE) dated as of
June 15, 1998, between Federal Express Corporation, as Initial Owner
Participant, and State Street Bank and Trust Company of Connecticut,
National Association; and
Lease Agreement (Federal Express Corporation Trust No. N677FE) dated as of
June 15, 1998, between State Street Bank and Trust Company of Connecticut,
National Association, not in its individual capacity, except as otherwise
provided therein, but solely as Owner Trustee and Lessor, and Federal
Express Corporation, as Lessee.
9. Equipment Certificates (Federal Express Corporation Trust No. N678FE):
Interest Rate: 6.845%
Maturity: January 15, 2017
Principal Amount: $12,603,000
Related Indenture Documents:
Trust Indenture and Security Agreement (Federal Express Corporation Trust
No. N678FE) dated as of June 15, 1998, between State Street Bank and Trust
Company of Connecticut, National Association, not in its individual
capacity, except as otherwise provided therein, but solely as Owner
Trustee, and First Security Bank, National Association, not in its
individual capacity, except as otherwise provided therein, but solely as
Indenture Trustee;
Participation Agreement (Federal Express Corporation Trust No. N678FE)
dated as of June 15, 1998, among Federal Express Corporation, as Lessee and
Initial Owner Participant, State Street Bank and Trust Company of
Connecticut, National Association, not in its individual capacity, except
as otherwise provided therein, but solely as Owner Trustee, First Security
Bank, National Association, not in its individual capacity, except as
otherwise provided therein, but solely as Indenture Trustee, First Security
Bank, National Association, not in its individual capacity, except as
otherwise provided therein, but solely as Pass Through Trustee, and First
Security Bank, National Association, not in its individual capacity, except
as otherwise provided therein, but solely as Subordination Agent;
Trust Agreement (Federal Express Corporation Trust No. N678FE) dated as of
June 15, 1998, between Federal Express Corporation, as Initial Owner
Participant, and State Street Bank and Trust Company of Connecticut,
National Association; and
Lease Agreement (Federal Express Corporation Trust No. N678FE) dated as of
June 15, 1998, between State Street Bank and Trust Company of Connecticut,
National Association, not in its individual capacity, except as otherwise
provided therein, but solely as Owner Trustee and Lessor, and Federal
Express Corporation, as Lessee.
10. Equipment Certificates (Federal Express Corporation Trust No. N679FE):
Interest Rate: 6.845%
Maturity: January 15, 2017
Principal Amount: $13,113,000
Related Indenture Documents:
Trust Indenture and Security Agreement (Federal Express Corporation Trust
No. N679FE) dated as of June 15, 1998, between State Street Bank and Trust
Company of Connecticut, National Association, not in its individual
capacity, except as otherwise provided therein, but solely as Owner
Trustee, and First Security Bank, National Association, not in its
individual capacity, except as otherwise provided therein, but solely as
Indenture Trustee;
Participation Agreement (Federal Express Corporation Trust No. N679FE)
dated as of June 15, 1998, among Federal Express Corporation, as Lessee and
Initial Owner Participant, State Street Bank and Trust Company of
Connecticut, National Association, not in its individual capacity, except
as otherwise provided therein, but solely as Owner Trustee, First Security
Bank, National Association, not in its individual capacity, except as
otherwise provided therein, but solely as Indenture Trustee, First Security
Bank, National Association, not in its individual capacity, except as
otherwise provided therein, but solely as Pass Through Trustee, and First
Security Bank, National Association, not in its individual capacity, except
as otherwise provided therein, but solely as Subordination Agent;
Trust Agreement (Federal Express Corporation Trust No. N679FE) dated as of
June 15, 1998, between Federal Express Corporation, as Initial Owner
Participant, and State Street Bank and Trust Company of Connecticut,
National Association; and
Lease Agreement (Federal Express Corporation Trust No. N679FE) dated as of
June 15, 1998, between State Street Bank and Trust Company of Connecticut,
National Association, not in its individual capacity, except as otherwise
provided therein, but solely as Owner Trustee and Lessor, and Federal
Express Corporation, as Lessee.
11. Equipment Certificates (Federal Express Corporation Trust No. N680FE):
Interest Rate: 6.845%
Maturity: January 15, 2017
Principal Amount: $13,321,000
Related Indenture Documents:
Trust Indenture and Security Agreement (Federal Express Corporation Trust
No. N680FE) dated as of June 15, 1998, between State Street Bank and Trust
Company of Connecticut, National Association, not in its individual
capacity, except as otherwise provided therein, but solely as Owner
Trustee, and First Security Bank, National Association, not in its
individual capacity, except as otherwise provided therein, but solely as
Indenture Trustee;
Participation Agreement (Federal Express Corporation Trust No. N680FE)
dated as of June 15, 1998, among Federal Express Corporation, as Lessee and
Initial Owner Participant, State Street Bank and Trust Company of
Connecticut, National Association, not in its individual capacity, except
as otherwise provided therein, but solely as Owner Trustee, First Security
Bank, National Association, not in its individual capacity, except as
otherwise provided therein, but solely as Indenture Trustee, First Security
Bank, National Association, not in its individual capacity, except as
otherwise provided therein, but solely as Pass Through Trustee, and First
Security Bank, National Association, not in its individual capacity, except
as otherwise provided therein, but solely as Subordination Agent;
Trust Agreement (Federal Express Corporation Trust No. N680FE) dated as of
June 15, 1998, between Federal Express Corporation, as Initial Owner
Participant, and State Street Bank and Trust Company of Connecticut,
National Association; and
Lease Agreement (Federal Express Corporation Trust No. N680FE) dated as of
June 15, 1998, between State Street Bank and Trust Company of Connecticut,
National Association, not in its individual capacity, except as otherwise
provided therein, but solely as Owner Trustee and Lessor, and Federal
Express Corporation, as Lessee.
12. Equipment Certificates (Federal Express Corporation Trust No. N681FE):
Interest Rate: 6.845%
Maturity: January 15, 2018
Principal Amount: $13,271,000
Related Indenture Documents:
Trust Indenture and Security Agreement (Federal Express Corporation Trust
No. N681FE) dated as of June 15, 1998, between State Street Bank and Trust
Company of Connecticut, National Association, not in its individual
capacity, except as otherwise provided therein, but solely as Owner
Trustee, and First Security Bank, National Association, not in its
individual capacity, except as otherwise provided therein, but solely as
Indenture Trustee;
Participation Agreement (Federal Express Corporation Trust No. N681FE)
dated as of June 15, 1998, among Federal Express Corporation, as Lessee and
Initial Owner Participant, State Street Bank and Trust Company of
Connecticut, National Association, not in its individual capacity, except
as otherwise provided therein, but solely as Owner Trustee, First Security
Bank, National Association, not in its individual capacity, except as
otherwise provided therein, but solely as Indenture Trustee, First Security
Bank, National Association, not in its individual capacity, except as
otherwise provided therein, but solely as Pass Through Trustee, and First
Security Bank, National Association, not in its individual capacity, except
as otherwise provided therein, but solely as Subordination Agent;
Trust Agreement (Federal Express Corporation Trust No. N681FE) dated as of
June 15, 1998, between Federal Express Corporation, as Initial Owner
Participant, and State Street Bank and Trust Company of Connecticut,
National Association; and
Lease Agreement (Federal Express Corporation Trust No. N681FE) dated as of
June 15, 1998, between State Street Bank and Trust Company of Connecticut,
National Association, not in its individual capacity, except as otherwise
provided therein, but solely as Owner Trustee and Lessor, and Federal
Express Corporation, as Lessee.
13. Equipment Certificates (Federal Express Corporation Trust No. N682FE):
Interest Rate: 6.845%
Maturity: January 15, 2018
Principal Amount: $13,296,000
Related Indenture Documents:
Trust Indenture and Security Agreement (Federal Express Corporation Trust
No. N682FE) dated as of June 15, 1998, between State Street Bank and Trust
Company of Connecticut, National Association, not in its individual
capacity, except as otherwise provided therein, but solely as Owner
Trustee, and First Security Bank, National Association, not in its
individual capacity, except as otherwise provided therein, but solely as
Indenture Trustee;
Participation Agreement (Federal Express Corporation Trust No. N682FE)
dated as of June 15, 1998, among Federal Express Corporation, as Lessee and
Initial Owner Participant, State Street Bank and Trust Company of
Connecticut, National Association, not in its individual capacity, except
as otherwise provided therein, but solely as Owner Trustee, First Security
Bank, National Association, not in its individual capacity, except as
otherwise provided therein, but solely as Indenture Trustee, First Security
Bank, National Association, not in its individual capacity, except as
otherwise provided therein, but solely as Pass Through Trustee, and First
Security Bank, National Association, not in its individual capacity, except
as otherwise provided therein, but solely as Subordination Agent;
Trust Agreement (Federal Express Corporation Trust No. N682FE) dated as of
June 15, 1998, between Federal Express Corporation, as Initial Owner
Participant, and State Street Bank and Trust Company of Connecticut,
National Association; and
Lease Agreement (Federal Express Corporation Trust No. N682FE) dated as of
June 15, 1998, between State Street Bank and Trust Company of Connecticut,
National Association, not in its individual capacity, except as otherwise
provided therein, but solely as Owner Trustee and Lessor, and Federal
Express Corporation, as Lessee.
Schedule II
to
Series Supplement
-----------------
Cut-Off Date for each of the Undelivered Aircraft
-------------------------------------------------
Federal Express Corporation Manufacturer's Serial
Trust No. Number Cut-Off Date
- ---------------------------- ---------------------- -------------------
N585FE 48481 December 14, 1998
N620FE 48791 June 13, 1999
N621FE 48792 September 13, 1999
N623FE 48794 September 13, 1999
N676FE 790 October 13, 1998
N677FE 791 November 24, 1998
N678FE 792 December 22, 1998
N679FE 793 January 20, 1999
N680FE 794 February 10, 1999
N681FE 799 August 18, 1999
N682FE 800 August 30, 1999
- --------------------------------------------------------------------------------
SERIES SUPPLEMENT 1998-1-C
Dated July 7, 1998
between
FIRST SECURITY BANK, NATIONAL ASSOCIATION
as Pass Through Trustee
and
FEDERAL EXPRESS CORPORATION
to
PASS THROUGH TRUST AGREEMENT
Dated as of May 1, 1997
$196,795,000
Federal Express Corporation
Pass Through Trust, 1998-1-C
Federal Express Corporation
1998-1 Pass Through Certificates,
Class C
- --------------------------------------------------------------------------------
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........................... 5
Section 2.02. Declaration of Trust; Authorization...................... 6
Section 2.03. Issuance of Pass Through Certificates.................... 6
Section 2.04. Purchase of Equipment Certificates....................... 6
Section 2.05. Representations and Warranties of the Company............ 6
Section 2.06. The Intercreditor Agreement.............................. 6
Section 2.07. Conditions Precedent..................................... 7
Section 2.08. Acceptance of Appointment of Pass Through Trustee........ 7
ARTICLE III
DISTRIBUTION AND RECORD DATES;
CERTIFICATE AND SPECIAL PAYMENT ACCOUNTS;
CONCERNING AUTHENTICATING AGENT, PAYING AGENT AND REGISTRAR AND
THE CERTIFICATEHOLDERS; PROVISION OF CERTAIN INFORMATION
Section 3.01. Distribution Dates....................................... 7
Section 3.02. Record Dates............................................. 7
Section 3.03. Certificate Account and Special Payments Account......... 7
Section 3.04. Form of Pass Through Certificates........................ 8
Section 3.05. Indenture Documents...................................... 8
Section 3.06. Appointment of Authenticating Agent; Paying Agent and
Registrar................................................ 8
Section 3.07. Predelivery Funding...................................... 8
Section 3.08. ERISA.................................................... 9
Section 3.09. Intercreditor Agreement.................................. 9
Section 3.10. Ranking of Equipment Certificates........................ 9
Section 3.11. No Cross-Default or Cross-Collateralization of Equipment
Certificates............................................. 9
Section 3.12. Ranking of 1998-1-C Pass Through Certificates............ 9
Section 3.13. [Reserved]............................................... 10
Section 3.14. Purchase Rights of Certificateholders.................... 10
Section 3.15. Amendment to Schedule of Principal Payments.............. 10
Section 3.16. Information Available to Beneficial Owners............... 10
ARTICLE IV
MISCELLANEOUS
Section 4.01. Governing Law; Counterpart Form.......................... 10
Section 4.02. Reports by the Company................................... 11
Section 4.03. Modification and Ratification of Pass Through Agreement.. 11
Section 4.04. Termination.............................................. 11
EXHIBIT A Form of Pass Through Certificate
SCHEDULE I Equipment Certificates; related Indenture Documents
SCHEDULE II Cut-Off Date for each of the Aircraft
SERIES SUPPLEMENT 1998-1-C
SERIES SUPPLEMENT 1998-1-C, dated July 7, 1998 (this "Series
Supplement"), between FEDERAL EXPRESS CORPORATION, a Delaware corporation (the
"Company") and FIRST SECURITY BANK, NATIONAL ASSOCIATION, a national banking
association, as Pass Through Trustee (the "Pass Through Trustee"), to the Pass
Through Trust Agreement, dated as of May 1, 1997 (the "Pass Through
Agreement"), between the Company and the Pass Through Trustee.
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
class 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 class 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 Class rather than to any Pass Through Trust or Class
generally shall, when used in this Series Supplement, relate solely to the
Federal Express Corporation Pass Through Trust, 1998-1-C, or the Federal
Express Corporation 1998-1 Pass Through Certificates, Class C, as the case may
be, whether or not expressly so stated herein.
"Aircraft" means five McDonnell Douglas MD-11F aircraft and eight
Airbus A300F4-605R aircraft, including the Engines (as such term is defined in
the related Participation Agreement) relating thereto, leased, or expected to
be leased, by the related Owner Trustee to the Company pursuant to one of
thirteen separate Leases, and, collectively, means all of the foregoing.
"Aircraft Delivery Date" means, for each Aircraft, the date on which
such Aircraft is delivered and sold to the Lessor (as such term is defined in
the related Participation Agreement) and leased by the Lessor to the Lessee
(as such term is defined in the related Participation Agreement) under the
Lease (as such term is defined in the related Participation Agreement), which
date shall also be the date of the initial Lease Supplement (as such term is
defined in the related Participation Agreement).
"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 Class of Pass
Through Certificates designated in Section 2.01 hereof.
"Class" means the single class of Pass Through Certificates issued by
a particular Pass Through Trust.
"Collateral Account" means each of the Collateral Accounts
established pursuant to the Indentures for each of Federal Express Corporation
Trust Nos. N585FE, N676FE, N677FE, N678FE, N679FE, N680FE, N681FE, N682FE,
N620FE, N621FE and N623FE, into which the proceeds of sale of the related
Equipment Certificates will be deposited respectively.
"Cut-Off Date" means the date listed on Schedule II hereto for each
undelivered Aircraft.
"Delivery Date" means, for any Equipment Certificates, the Refunding
Date, if any, or otherwise the Pass Through Closing Date (as such terms are
defined in the related Participation Agreement) for such Equipment
Certificates.
"Equipment Certificates" means those Equipment Trust Certificates
listed in Schedule I hereto.
"Final Expected Distribution Date" means January 15, 2016.
"Intercreditor Agreement" means the Intercreditor Agreement dated as
of June 15, 1998 among the Pass Through Trustee, the Liquidity Provider (as
defined therein) and the Subordination Agent.
"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.
"Pool Balance" means, for any Pass Through Trust or for the Pass
Through Certificates issued by any Pass Through Trust, as of any date, the
original aggregate face amount of the Pass Through Certificates of such Pass
Through Trust less the aggregate amount of all payments on such Pass Through
Certificates other than payments made in respect of interest or premium or
reimbursement of any costs and expenses in connection therewith. The Pool
Balance for each Pass Through Trust as of any Regular Distribution Date or
Special Distribution Date will be computed after giving effect to the payment
of principal, if any, on the Equipment Certificates or other Trust Property
held in such Pass Through Trust and the distribution thereof being made on
that date.
"Pool Factor" means, for any Pass Through Trust as of any Regular
Distribution Date or Special Distribution Date the quotient (rounded to the
seventh decimal place) computed by dividing (i) the Pool Balance by (ii) the
original aggregate face amount of the Pass Through Certificates of the related
Class. The Pool Factor for each Pass Through Trust as of any Regular
Distribution Date or Special Distribution Date will be computed after giving
effect to the payment of principal, if any, on such Equipment Certificates or
other Trust Property held in such Pass Through Trust and the distribution
thereof being made on that date.
"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.
"Series C Prepayment Date" has the meaning set forth in the
Participation Agreements relating to Federal Express Corporation Trust Nos.
N585FE, N676FE, N677FE, N678FE, N679FE, N680FE, N681FE, N682FE, N620FE, N621FE
and N623FE.
"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.
"Specified Investments" has the meaning set forth in Schedule II to
the Participation Agreements.
"Subordination Agent" means First Security Bank, National
Association, a national banking association.
"Trust Property" means, for this Pass Through Trust: (i) the
Equipment Certificates held in this Pass Through Trust; (ii) the rights of
this Pass Through Trust under the Intercreditor Agreement (including all
monies receivable in respect of such rights); and (iii) funds from time to
time deposited with the Pass Through Trustee in accounts relating to this
Pass Through Trust.
"Underwriters" means Morgan Stanley & Co. Incorporated, Chase
Securities Inc., Citicorp Securities, Inc., Credit Suisse First Boston
Corporation and J.P. Morgan Securities Inc.
"Underwriting Agreement" means the Underwriting Agreement dated June
30, 1998 among the Company and the Underwriters.
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, 1998-1-C (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 1998-1
Pass Through Certificates, Class C (herein sometimes called the "1998-1-C Pass
Through Certificates"). The 1998-1-C 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 1998-1-C Pass Through Certificates that may
be authenticated, delivered and outstanding under this Series Supplement is
limited to $196,795,000.
Section 2.02. Declaration of Trust; Authorization. Each initial
Certificateholder, by its acceptance of any 1998-1-C 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, the Intercreditor 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
1998-1-C Pass Through Certificates and (ii) the Pass Through Trustee shall
deliver the 1998-1-C 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. The Intercreditor Agreement. The Pass Through Trustee
is hereby directed to execute and deliver the Intercreditor Agreement on or
prior to the Issuance Date in the form delivered to the Pass Through Trustee
by the Company. The Pass Through Trustee represents and warrants that the
Intercreditor Agreement will be duly executed and delivered by one of its
officers who is duly authorized to execute and deliver such document on its
behalf.
Section 2.07. 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 1998-1-C Pass Through
Certificates.
Section 2.08. Acceptance of Appointment of Pass Through Trustee.
First Security Bank, National Association 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. First Security Bank, National Association 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; PROVISION OF CERTAIN INFORMATION
Section 3.01. Distribution Dates. The Regular Distribution Dates
are each January 15 and July 15, commencing on January 15, 1999. The Special
Distribution Date is any Business Day on which a Special Payment is to be
distributed.
Section 3.02. Record Dates. The Record Dates for the Regular
Distribution Dates are December 31 and June 30, 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 1998-1-C Pass Through
Certificates will be substantially in the form of Exhibit A hereto. The
1998-1-C Pass Through Certificates will be issued pursuant to a book-entry
system in the form of one or more Registered Global Certificates 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
1998-1-C Pass Through Certificates initially shall be First Security Bank,
National Association. First Security Bank, National Association 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 Nos. N585FE, N676FE, N677FE, N678FE, N679FE,
N680FE, N681FE, N682FE, N620FE, N621FE and N623FE and the Aircraft Delivery
Date for the related Aircraft, such Equipment Certificates will not be secured
by such Aircraft or the related Lease, but will be secured by the related
Collateral Account. Any such Equipment Certificates that are outstanding
following the Aircraft Delivery Date for the related Aircraft and are required
to be prepaid on the Series C Prepayment Date pursuant to Section
6.02(a)(viii) of the related Indenture shall be secured by the related
Collateral Account to and including the Series C Prepayment Date. Pursuant to
the related Indenture, the Indenture Trustee on behalf of the related Owner
Trustee will deposit the proceeds from the sale of the related Equipment
Certificates into the related Collateral Account.
Sums deposited in each Collateral Account will be invested as set
forth in the Related Indenture.
Section 3.08. ERISA. Any Person who is acquiring a Pass Through
Certificate will be deemed to represent and warrant that (i) no 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, have been used to acquire or hold any of the Pass
Through Certificates or (ii) that one or more administrative or statutory
exemptions from the prohibited transaction rules under Section 406 of ERISA
and Section 4975 of the Code applies to its purchase and holding of a Pass
Through Certificate such that its purchase and holding of a Pass Through
Certificate will not result in a non-exempt prohibited transaction under
Section 406 of ERISA and Section 4975 of the Code.
Section 3.09. Intercreditor Agreement. The 1998-1-C Pass Through
Certificates are subject to the Intercreditor Agreement.
Section 3.10. Ranking of Equipment Certificates. The Equipment
Certificates will be subject to the ranking and priority as set forth in the
related Indenture Documents.
Section 3.11. No Cross-Default or Cross-Collateralization of
Equipment Certificates. As set forth in the related Indenture Documents,
there are no cross-collateralization provisions or cross-default provisions in
respect of the Equipment Certificates.
Section 3.12. Ranking of 1998-1-C Pass Through Certificates. The
1998-1-C Pass Through Certificates will be subject to the ranking and priority
as set forth in the Intercreditor Agreement.
Section 3.13. [Reserved].
Section 3.14. Purchase Rights of Certificateholders. The
Certificateholders will have the purchase rights, if any, upon the occurrence
and during the continuation of a Triggering Event as set forth in the Pass
Through Agreement.
Section 3.15. Amendment to Schedule of Principal Payments. Not later
than the seventh Business Day preceding each of the Regular Distribution Dates
in January 1999, July 1999 and January 2000, the Pass Through Trustee shall
mail to Certificateholders a statement, based on the most recent information
provided by the Indenture Trustees pursuant to Section 2.18 of the Indentures,
setting forth the schedule of principal payments of the Equipment Certificates
and the expected Pool Factors in respect of such Regular Distribution Dates,
in the form of the schedule containing such information set forth in the Pass
Through Certificates.
Section 3.16. Information Available to Beneficial Owners. The Pass
Through Trustee shall mail to any beneficial holder of Pass Through
Certificates that has provided to the Pass Through Trustee a certificate (in
reasonable detail satisfactory to the Pass Through Trustee) as to the
principal amount of Pass Through Certificates beneficially owned and any
intermediaries through which such Person's ownership interest in Pass Through
Certificates is held, copies of all reports and other documents mailed to
Certificateholders. The Pass Through Trustee shall mail the reports to such
beneficial owners on the date such reports are mailed to Certificateholders
under the Pass Through Agreement and this Series Supplement, or as soon
thereafter as practicable.
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
1998-1-C 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: Vice President and Treasurer
FIRST SECURITY BANK, NATIONAL ASSOCIATION, not in its
individual capacity, except as otherwise expressly provided
herein, but solely as Pass Through Trustee
By: _________________________________________
Name: Greg A. Hawley
Title: Vice President
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, 1998-1-C
1998-1 Pass Through Certificate, Class C
CUSIP 31331F AZ4
Final Expected Distribution Date: January 15, 2016
evidencing a fractional undivided interest in a pass through trust.
Certificate No. _______
Applicable interest rate on Equipment Certificates held in
Pass Through Trust, 1998-1-C: 7.020%.
$___________ 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, 1998-1-C (the "Pass
Through Trust") created and declared by First Security Bank, National
Association, as pass through trustee (the "Pass Through Trustee"), pursuant to
the Pass Through Trust Agreement dated as of May 1, 1997 (the "Pass Through
Agreement"), as supplemented by Series Supplement 1998-1-C thereto dated July
7, 1998 (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 1998-1 Pass
Through Certificates, Class C." This Pass Through Certificate is issued under
and is subject to the terms, provisions, and conditions of the Pass Through
Agreement, the Series Supplement and the Intercreditor Agreement, 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 includes (i) the Equipment Certificates held in such
Pass Through Trust, (ii) the rights of such Pass Through Trust under the
Intercreditor Agreement (including all monies receivable in respect of such
rights), and (iii) funds from time to time deposited with the Pass Through
Trustee in accounts relating to such Pass Through Trust. (the "Trust
Property"). Equipment Certificates of each series are secured by a security
interest in (A) an aircraft leased to or, if any of seven Airbus A300F4-605R
Aircraft or three McDonnell Douglas MD-11F Aircraft have been purchased by the
Company pursuant to the related Participation Agreement, 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 containing the
proceeds of the sale of such series of Equipment Certificates, which shall be
invested in Specified Investments pursuant to the related Indenture. Each of
the Pass Through Certificates represents a Fractional Undivided Interest in
the Pass Through Trust and the Trust Property, and has 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 class of Pass Through
Certificates issued pursuant thereto.
Subject to and in accordance with the terms of the Pass Through
Agreement, the Series Supplement and the Intercreditor Agreement, from funds
then available to the Pass Through Trustee, there will be distributed on each
January 15 and July 15 (a "Regular Distribution Date"), commencing on January
15, 1999, 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, the Series Supplement and the Intercreditor Agreement, 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 any Business Day
on which a Special Payment is to be distributed.
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 acquiring this Pass Through Certificate will be deemed to
represent and warrant that (i) no 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, have
been used to acquire or hold any of the Pass Through Certificates or (ii) that
one or more administrative or statutory exemptions from the prohibited
transaction rules under Section 406 of ERISA and Section 4975 of the Code
applies to its purchase and holding of this Pass Through Certificate such that
its purchase and holding of this Pass Through Certificate will not result in a
non-exempt 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, 1998-1-C
FIRST SECURITY BANK, NATIONAL ASSOCIATION, not in its
individual capacity, except as otherwise expressly provided
herein, but solely as Pass Through Trustee
By: ________________________________
Authorized Signatory
[FORM OF THE PASS THROUGH TRUSTEE'S CERTIFICATE OF AUTHENTICATION]
Dated: _______, 1998
This is one of the Pass Through Certificates referred to in the
within-mentioned Pass Through Agreement and the Series Supplement.
FIRST SECURITY BANK, NATIONAL ASSOCIATION, not in its
individual capacity, except as otherwise expressly provided
herein, but solely 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, the Intercreditor Agreement and the
Series Supplement. Subject to the Intercreditor Agreement, 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, the Intercreditor 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, the Intercreditor Agreement and the Series Supplement and
reference is made to the Pass Through Agreement, the Intercreditor 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, the Intercreditor Agreement and the Series
Supplement 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 and assuming there will be no change in the payment
terms of the Equipment Certificates, 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:
Class C Trust
Equipment
Regular Scheduled Payments
Distribution Date of Principal Expected Pool Factor
- ----------------- --------------------------- ------------------------
January 15, 1999 $ 6,754,153 0.9656792
July 15, 1999 6,963,583 0.9302943
January 15, 2000 2,505,219 0.9175642
July 15, 2000 906,270 0.9129590
January 15, 2001 2,968,987 0.8978723
July 15, 2001 504,456 0.8953090
January 15, 2002 2,538,338 0.8824106
July 15, 2002 504,456 0.8798472
January 15, 2003 4,343,095 0.8577781
July 15, 2003 504,456 0.8552148
January 15, 2004 10,950,741 0.7995693
July 15, 2004 504,456 0.7970060
January 15, 2005 9,532,561 0.7485669
July 15, 2005 504,456 0.7460036
January 15, 2006 6,827,965 0.7113077
July 15, 2006 504,456 0.7087444
January 15, 2007 4,279,251 0.6869997
July 15, 2007 537,612 0.6842678
January 15, 2008 5,311,847 0.6572761
January 15, 2009 3,705,475 0.6384469
January 15, 2010 3,764,280 0.6193190
January 15, 2011 6,535,963 0.5861070
January 15, 2012 7,812,839 0.5464066
January 15, 2013 18,746,361 0.4511483
January 15, 2014 29,082,826 0.3033659
January 15, 2015 29,157,545 0.1552039
January 15, 2016 30,543,353 0.0000000
Each Certificateholder of this Pass Through Certificate by its
acceptance hereof, acknowledges that the terms of the Participation Agreement,
the Lease and the Indenture as they relate to eleven of the aircraft may
differ from the terms set forth or incorporated by reference in this Pass
Through Certificate.
The Pass Through Agreement, the Intercreditor 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, the Intercreditor 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, the
Intercreditor 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, 1998-1-C
Class C
Equipment Certificates;
Related Indenture Documents
1. Equipment Certificates (Federal Express Corporation Trust No. N585FE):
Interest Rate: 7.020%
Maturity: January 15, 2016
Principal Amount: $16,665,000
Related Indenture Documents:
Trust Indenture and Security Agreement (Federal Express Corporation Trust
No. N585FE) dated as of June 15, 1998, between State Street Bank and Trust
Company of Connecticut, National Association, not in its individual
capacity, except as otherwise provided therein, but solely as Owner
Trustee, and First Security Bank, National Association, not in its
individual capacity, except as otherwise provided therein, but solely as
Indenture Trustee;
Participation Agreement (Federal Express Corporation Trust No. N585FE)
dated as of June 15, 1998, among Federal Express Corporation, as Lessee and
Initial Owner Participant, State Street Bank and Trust Company of
Connecticut, National Association, not in its individual capacity, except
as otherwise provided therein, but solely as Owner Trustee, First Security
Bank, National Association, not in its individual capacity, except as
otherwise provided therein, but solely as Indenture Trustee, First Security
Bank, National Association, not in its individual capacity, except as
otherwise provided therein, but solely as Pass Through Trustee, and First
Security Bank, National Association, not in its individual capacity, except
as otherwise provided therein, but solely as Subordination Agent;
Trust Agreement (Federal Express Corporation Trust No. N585FE) dated as of
June 15, 1998, between Federal Express Corporation, as Initial Owner
Participant, and State Street Bank and Trust Company of Connecticut, National
Association; and
Lease Agreement (Federal Express Corporation Trust No. N585FE) dated as of
June 15, 1998, between State Street Bank and Trust Company of Connecticut,
National Association, not in its individual capacity, except as otherwise
provided therein, but solely as Owner Trustee and Lessor, and Federal Express
Corporation, as Lessee.
2. Equipment Certificates (Federal Express Corporation Trust No. N590FE):
Interest Rate: 7.020%
Maturity: January 15, 2016
Principal Amount: $14,736,000
Related Indenture Documents:
Trust Indenture and Security Agreement (Federal Express Corporation Trust
No. N590FE) dated as of May 1, 1998, as amended and restated as of June 15,
1998, between State Street Bank and Trust Company of Connecticut, National
Association, not in its individual capacity, except as otherwise provided
therein, but solely as Owner Trustee, and First Security Bank, National
Association, not in its individual capacity, except as otherwise provided
therein, but solely as Indenture Trustee;
Trust Indenture and Security Agreement Supplement No. 1 (Federal Express
Corporation Trust No. N590FE) dated May 27, 1998, between State Street Bank
and Trust Company of Connecticut, National Association, not in its
individual capacity, except as otherwise provided therein, but solely as
Owner Trustee, and First Security Bank, National Association, not in its
individual capacity, except as otherwise provided therein, but solely as
Indenture Trustee;
Participation Agreement (Federal Express Corporation Trust No. N590FE)
dated as of May 1, 1998, as amended and restated as of June 15, 1998, among
Federal Express Corporation, as Lessee, BMO Leasing (U.S.), Inc., as Owner
Participant, State Street Bank and Trust Company of Connecticut, National
Association, not in its individual capacity, except as otherwise provided
therein, but solely as Owner Trustee, First Security Bank, National
Association, not in its individual capacity, except as otherwise provided
therein, but solely as Indenture Trustee, First Security Bank, National
Association, not in its individual capacity, except as otherwise provided
therein, but solely as Pass Through Trustee, First Security Bank, National
Association, not in its individual capacity, except as otherwise provided
therein, but solely as Subordination Agent, and Morgan Guaranty Trust
Company of New York, as Original Loan Participant;
Trust Agreement (Federal Express Corporation Trust No. N590FE) dated as of
May 1, 1998, as amended and restated as of June 15, 1998, between BMO
Leasing (U.S.), Inc., as Owner Participant, and State Street Bank and Trust
Company of Connecticut, National Association;
Lease Agreement (Federal Express Corporation Trust No. N590FE) dated as of
May 1, 1998, as amended and restated as of June 15, 1998, between State
Street Bank and Trust Company of Connecticut, National Association, not in
its individual capacity, except as otherwise provided therein, but solely
as Owner Trustee and Lessor, and Federal Express Corporation, as Lessee;
Lease Supplement No. 1 (Federal Express Corporation Trust No. N590FE) dated
May 27, 1998, between State Street Bank and Trust Company of Connecticut,
National Association, not in its individual capacity, except as otherwise
provided therein, but solely as Owner Trustee and Lessor, and Federal
Express Corporation, as Lessee;
Owner Participant Guaranty (Federal Express Corporation Trust No. N590FE)
dated May 27, 1998, as amended and restated as of July 7, 1998, by Bankmont
Financial Corp., as the Owner Participant Guarantor in favor of the Lessee,
the Owner Trustee, the Indenture Trustee and the Pass Through Trustee; and
Owner Trustee Guaranty (Federal Express Corporation Trust No. N590FE) dated
May 27, 1998, as amended and restated as of July 7, 1998, by State Street
Bank and Trust Company, as the Owner Trustee Guarantor in favor of the
Lessee, the Owner Participant, the Indenture Trustee and the Pass Through
Trustee.
3. Equipment Certificates (Federal Express Corporation Trust No. N620FE):
Interest Rate: 7.020%
Maturity: January 15, 2016
Principal Amount: $16,757,000
Related Indenture Documents:
Trust Indenture and Security Agreement (Federal Express Corporation Trust
No. N620FE) dated as of June 15, 1998, between State Street Bank and Trust
Company of Connecticut, National Association, not in its individual
capacity, except as otherwise provided therein, but solely as Owner
Trustee, and First Security Bank, National Association, not in its
individual capacity, except as otherwise provided therein, but solely as
Indenture Trustee;
Participation Agreement (Federal Express Corporation Trust No. N620FE)
dated as of June 15, 1998, among Federal Express Corporation, as Lessee and
Initial Owner Participant, State Street Bank and Trust Company of
Connecticut, National Association, not in its individual capacity, except
as otherwise provided therein, but solely as Owner Trustee, First Security
Bank, National Association, not in its individual capacity, except as
otherwise provided therein, but solely as Indenture Trustee, First Security
Bank, National Association, not in its individual capacity, except as
otherwise provided therein, but solely as Pass Through Trustee, and First
Security Bank, National Association, not in its individual capacity, except
as otherwise provided therein, but solely as Subordination Agent;
Trust Agreement (Federal Express Corporation Trust No. N620FE) dated as of
June 15, 1998, between Federal Express Corporation, as Initial Owner
Participant, and State Street Bank and Trust Company of Connecticut,
National Association; and
Lease Agreement (Federal Express Corporation Trust No. N620FE) dated as of
June 15, 1998, between State Street Bank and Trust Company of Connecticut,
National Association, not in its individual capacity, except as otherwise
provided therein, but solely as Owner Trustee and Lessor, and Federal
Express Corporation, as Lessee.
4. Equipment Certificates (Federal Express Corporation Trust No. N621FE):
Interest Rate: 7.020%
Maturity: January 15, 2016
Principal Amount: $17,164,000
Related Indenture Documents:
Trust Indenture and Security Agreement (Federal Express Corporation Trust
No. N621FE) dated as of June 15, 1998, between State Street Bank and Trust
Company of Connecticut, National Association, not in its individual
capacity, except as otherwise provided therein, but solely as Owner
Trustee, and First Security Bank, National Association, not in its
individual capacity, except as otherwise provided therein, but solely as
Indenture Trustee;
Participation Agreement (Federal Express Corporation Trust No. N621FE)
dated as of June 15, 1998, among Federal Express Corporation, as Lessee and
Initial Owner Participant, State Street Bank and Trust Company of
Connecticut, National Association, not in its individual capacity, except
as otherwise provided therein, but solely as Owner Trustee, First Security
Bank, National Association, not in its individual capacity, except as
otherwise provided therein, but solely as Indenture Trustee, First Security
Bank, National Association, not in its individual capacity, except as
otherwise provided therein, but solely as Pass Through Trustee, and First
Security Bank, National Association, not in its individual capacity, except
as otherwise provided therein, but solely as Subordination Agent;
Trust Agreement (Federal Express Corporation Trust No. N621FE) dated as of
June 15, 1998, between Federal Express Corporation, as Initial Owner
Participant, and State Street Bank and Trust Company of Connecticut,
National Association; and
Lease Agreement (Federal Express Corporation Trust No. N621FE) dated as of
June 15, 1998, between State Street Bank and Trust Company of Connecticut,
National Association, not in its individual capacity, except as otherwise
provided therein, but solely as Owner Trustee and Lessor, and Federal
Express Corporation, as Lessee.
5. Equipment Certificates (Federal Express Corporation Trust No. N623FE):
Interest Rate: 7.020%
Maturity: January 15, 2016
Principal Amount: $17,164,000
Related Indenture Documents:
Trust Indenture and Security Agreement (Federal Express Corporation Trust
No. N623FE) dated as of June 15, 1998, between State Street Bank and Trust
Company of Connecticut, National Association, not in its individual
capacity, except as otherwise provided therein, but solely as Owner
Trustee, and First Security Bank, National Association, not in its
individual capacity, except as otherwise provided therein, but solely as
Indenture Trustee;
Participation Agreement (Federal Express Corporation Trust No. N623FE)
dated as of June 15, 1998, among Federal Express Corporation, as Lessee and
Initial Owner Participant, State Street Bank and Trust Company of
Connecticut, National Association, not in its individual capacity, except
as otherwise provided therein, but solely as Owner Trustee, First Security
Bank, National Association, not in its individual capacity, except as
otherwise provided therein, but solely as Indenture Trustee, First Security
Bank, National Association, not in its individual capacity, except as
otherwise provided therein, but solely as Pass Through Trustee, and First
Security Bank, National Association, not in its individual capacity, except
as otherwise provided therein, but solely as Subordination Agent;
Trust Agreement (Federal Express Corporation Trust No. N623FE) dated as of
June 15, 1998, between Federal Express Corporation, as Initial Owner
Participant, and State Street Bank and Trust Company of Connecticut,
National Association; and
Lease Agreement (Federal Express Corporation Trust No. N623FE) dated as of
June 15, 1998, between State Street Bank and Trust Company of Connecticut,
National Association, not in its individual capacity, except as otherwise
provided therein, but solely as Owner Trustee and Lessor, and Federal
Express Corporation, as Lessee.
6. Equipment Certificates (Federal Express Corporation Trust No. N675FE):
Interest Rate: 7.020%
Maturity: January 15, 2014
Principal Amount: $16,816,000
Related Indenture Documents:
Trust Indenture and Security Agreement (Federal Express Corporation Trust
No. N675FE) dated as of June 1, 1998, as amended and restated as of June
15, 1998, between State Street Bank and Trust Company of Connecticut,
National Association, not in its individual capacity, except as otherwise
provided therein, but solely as Owner Trustee, and First Security Bank,
National Association, not in its individual capacity, except as otherwise
provided therein, but solely as Indenture Trustee;
Trust Indenture and Security Agreement Supplement No. 1 (Federal Express
Corporation Trust No. N675FE) dated June 18, 1998, between State Street Bank
and Trust Company of Connecticut, National Association, not in its
individual capacity, except as otherwise provided therein, but solely as
Owner Trustee, and First Security Bank, National Association, not in its
individual capacity, except as otherwise provided therein, but solely as
Indenture Trustee;
Participation Agreement (Federal Express Corporation Trust No. N675FE)
dated as of June 1, 1998, as amended and restated as of June 15, 1998,
among Federal Express Corporation, as Lessee, PMCC Leasing Corporation, as
Owner Participant, State Street Bank and Trust Company of Connecticut,
National Association, not in its individual capacity, except as otherwise
provided therein, but solely as Owner Trustee, First Security Bank,
National Association, not in its individual capacity, except as otherwise
provided therein, but solely as Indenture Trustee, First Security Bank,
National Association, not in its individual capacity, except as otherwise
provided therein, but solely as Pass Through Trustee, First Security Bank,
National Association, not in its individual capacity, except as otherwise
provided therein, but solely as Subordination Agent, and Morgan Guaranty
Trust Company of New York, as Original Loan Participant;
Trust Agreement (Federal Express Corporation Trust No. N675FE) dated as of
June 1, 1998, as amended and restated as of June 15, 1998, between PMCC
Leasing Corporation, as Owner Participant, and State Street Bank and Trust
Company of Connecticut, National Association;
Lease Agreement (Federal Express Corporation Trust No. N675FE) dated as of
June 1, 1998, as amended and restated as of June 15, 1998, between State
Street Bank and Trust Company of Connecticut, National Association, not in
its individual capacity, except as otherwise provided therein, but solely
as Owner Trustee and Lessor, and Federal Express Corporation, as Lessee;
Lease Supplement No. 1 (Federal Express Corporation Trust No. N675FE) dated
June 18, 1998, between State Street Bank and Trust Company of Connecticut,
National Association, not in its individual capacity, except as otherwise
provided therein, but solely as Owner Trustee and Lessor, and Federal
Express Corporation, as Lessee;
Owner Participant Guaranty (Federal Express Corporation Trust No. N675FE)
dated June 18, 1998, as amended and restated as of July 7, 1998, by Philip
Morris Capital Corporation, as the Owner Participant Guarantor in favor of
the Lessee, the Owner Trustee, the Indenture Trustee and the Pass Through
Trustee; and
Owner Trustee Guaranty (Federal Express Corporation Trust No. N675FE) dated
June 18, 1998, as amended and restated as of July 7, 1998, by State Street
Bank and Trust Company, as the Owner Trustee Guarantor in favor of the
Lessee, the Owner Participant, the Indenture Trustee and the Pass Through
Trustee.
7. Equipment Certificates (Federal Express Corporation Trust No. N676FE):
Interest Rate: 7.020%
Maturity: January 15, 2016
Principal Amount: $14,573,000
Related Indenture Documents:
Trust Indenture and Security Agreement (Federal Express Corporation Trust
No. N676FE) dated as of June 15, 1998, between State Street Bank and Trust
Company of Connecticut, National Association, not in its individual
capacity, except as otherwise provided therein, but solely as Owner
Trustee, and First Security Bank, National Association, not in its
individual capacity, except as otherwise provided therein, but solely as
Indenture Trustee;
Participation Agreement (Federal Express Corporation Trust No. N676FE)
dated as of June 15, 1998, among Federal Express Corporation, as Lessee and
Initial Owner Participant, State Street Bank and Trust Company of
Connecticut, National Association, not in its individual capacity, except
as otherwise provided therein, but solely as Owner Trustee, First Security
Bank, National Association, not in its individual capacity, except as
otherwise provided therein, but solely as Indenture Trustee, First Security
Bank, National Association, not in its individual capacity, except as
otherwise provided therein, but solely as Pass Through Trustee, and First
Security Bank, National Association, not in its individual capacity, except
as otherwise provided therein, but solely as Subordination Agent;
Trust Agreement (Federal Express Corporation Trust No. N676FE) dated as of
June 15, 1998, between Federal Express Corporation, as Initial Owner
Participant, and State Street Bank and Trust Company of Connecticut,
National Association; and
Lease Agreement (Federal Express Corporation Trust No. N676FE) dated as of
June 15, 1998, between State Street Bank and Trust Company of Connecticut,
National Association, not in its individual capacity, except as otherwise
provided therein, but solely as Owner Trustee and Lessor, and Federal
Express Corporation, as Lessee.
8. Equipment Certificates (Federal Express Corporation Trust No. N677FE):
Interest Rate: 7.020%
Maturity: January 15, 2016
Principal Amount: $14,115,000
Related Indenture Documents:
Trust Indenture and Security Agreement (Federal Express Corporation Trust
No. N677FE) dated as of June 15, 1998, between State Street Bank and Trust
Company of Connecticut, National Association, not in its individual
capacity, except as otherwise provided therein, but solely as Owner
Trustee, and First Security Bank, National Association, not in its
individual capacity, except as otherwise provided therein, but solely as
Indenture Trustee;
Participation Agreement (Federal Express Corporation Trust No. N677FE)
dated as of June 15, 1998, among Federal Express Corporation, as Lessee and
Initial Owner Participant, State Street Bank and Trust Company of
Connecticut, National Association, not in its individual capacity, except
as otherwise provided therein, but solely as Owner Trustee, First Security
Bank, National Association, not in its individual capacity, except as
otherwise provided therein, but solely as Indenture Trustee, First Security
Bank, National Association, not in its individual capacity, except as
otherwise provided therein, but solely as Pass Through Trustee, and First
Security Bank, National Association, not in its individual capacity, except
as otherwise provided therein, but solely as Subordination Agent;
Trust Agreement (Federal Express Corporation Trust No. N677FE) dated as of
June 15, 1998, between Federal Express Corporation, as Initial Owner
Participant, and State Street Bank and Trust Company of Connecticut,
National Association; and
Lease Agreement (Federal Express Corporation Trust No. N677FE) dated as of
June 15, 1998, between State Street Bank and Trust Company of Connecticut,
National Association, not in its individual capacity, except as otherwise
provided therein, but solely as Owner Trustee and Lessor, and Federal
Express Corporation, as Lessee.
9. Equipment Certificates (Federal Express Corporation Trust No. N678FE):
Interest Rate: 7.020%
Maturity: January 15, 2015
Principal Amount: $13,621,000
Related Indenture Documents:
Trust Indenture and Security Agreement (Federal Express Corporation Trust
No. N678FE) dated as of June 15, 1998, between State Street Bank and Trust
Company of Connecticut, National Association, not in its individual
capacity, except as otherwise provided therein, but solely as Owner
Trustee, and First Security Bank, National Association, not in its
individual capacity, except as otherwise provided therein, but solely as
Indenture Trustee;
Participation Agreement (Federal Express Corporation Trust No. N678FE)
dated as of June 15, 1998, among Federal Express Corporation, as Lessee and
Initial Owner Participant, State Street Bank and Trust Company of
Connecticut, National Association, not in its individual capacity, except
as otherwise provided therein, but solely as Owner Trustee, First Security
Bank, National Association, not in its individual capacity, except as
otherwise provided therein, but solely as Indenture Trustee, First Security
Bank, National Association, not in its individual capacity, except as
otherwise provided therein, but solely as Pass Through Trustee, and First
Security Bank, National Association, not in its individual capacity, except
as otherwise provided therein, but solely as Subordination Agent;
Trust Agreement (Federal Express Corporation Trust No. N678FE) dated as of
June 15, 1998, between Federal Express Corporation, as Initial Owner
Participant, and State Street Bank and Trust Company of Connecticut, National
Association; and
Lease Agreement (Federal Express Corporation Trust No. N678FE) dated as of
June 15, 1998, between State Street Bank and Trust Company of Connecticut,
National Association, not in its individual capacity, except as otherwise
provided therein, but solely as Owner Trustee and Lessor, and Federal Express
Corporation, as Lessee.
10. Equipment Certificates (Federal Express Corporation Trust No. N679FE):
Interest Rate: 7.020%
Maturity: January 15, 2016
Principal Amount: $12,558,000
Related Indenture Documents:
Trust Indenture and Security Agreement (Federal Express Corporation Trust
No. N679FE) dated as of June 15, 1998, between State Street Bank and Trust
Company of Connecticut, National Association, not in its individual
capacity, except as otherwise provided therein, but solely as Owner
Trustee, and First Security Bank, National Association, not in its
individual capacity, except as otherwise provided therein, but solely as
Indenture Trustee;
Participation Agreement (Federal Express Corporation Trust No. N679FE)
dated as of June 15, 1998, among Federal Express Corporation, as Lessee and
Initial Owner Participant, State Street Bank and Trust Company of
Connecticut, National Association, not in its individual capacity, except
as otherwise provided therein, but solely as Owner Trustee, First Security
Bank, National Association, not in its individual capacity, except as
otherwise provided therein, but solely as Indenture Trustee, First Security
Bank, National Association, not in its individual capacity, except as
otherwise provided therein, but solely as Pass Through Trustee, and First
Security Bank, National Association, not in its individual capacity, except
as otherwise provided therein, but solely as Subordination Agent;
Trust Agreement (Federal Express Corporation Trust No. N679FE) dated as of
June 15, 1998, between Federal Express Corporation, as Initial Owner
Participant, and State Street Bank and Trust Company of Connecticut,
National Association; and
Lease Agreement (Federal Express Corporation Trust No. N679FE) dated as of
June 15, 1998, between State Street Bank and Trust Company of Connecticut,
National Association, not in its individual capacity, except as otherwise
provided therein, but solely as Owner Trustee and Lessor, and Federal
Express Corporation, as Lessee.
11. Equipment Certificates (Federal Express Corporation Trust No. N680FE):
Interest Rate: 7.020%
Maturity: January 15, 2016
Principal Amount: $13,836,000
Related Indenture Documents:
Trust Indenture and Security Agreement (Federal Express Corporation Trust
No. N680FE) dated as of June 15, 1998, between State Street Bank and Trust
Company of Connecticut, National Association, not in its individual
capacity, except as otherwise provided therein, but solely as Owner
Trustee, and First Security Bank, National Association, not in its
individual capacity, except as otherwise provided therein, but solely as
Indenture Trustee;
Participation Agreement (Federal Express Corporation Trust No. N680FE)
dated as of June 15, 1998, among Federal Express Corporation, as Lessee and
Initial Owner Participant, State Street Bank and Trust Company of
Connecticut, National Association, not in its individual capacity, except
as otherwise provided therein, but solely as Owner Trustee, First Security
Bank, National Association, not in its individual capacity, except as
otherwise provided therein, but solely as Indenture Trustee, First Security
Bank, National Association, not in its individual capacity, except as
otherwise provided therein, but solely as Pass Through Trustee, and First
Security Bank, National Association, not in its individual capacity, except
as otherwise provided therein, but solely as Subordination Agent;
Trust Agreement (Federal Express Corporation Trust No. N680FE) dated as of
June 15, 1998, between Federal Express Corporation, as Initial Owner
Participant, and State Street Bank and Trust Company of Connecticut,
National Association; and
Lease Agreement (Federal Express Corporation Trust No. N680FE) dated as of
June 15, 1998, between State Street Bank and Trust Company of Connecticut,
National Association, not in its individual capacity, except as otherwise
provided therein, but solely as Owner Trustee and Lessor, and Federal
Express Corporation, as Lessee.
12. Equipment Certificates (Federal Express Corporation Trust No. N681FE):
Interest Rate: 7.020%
Maturity: January 15, 2016
Principal Amount: $14,489,000
Related Indenture Documents:
Trust Indenture and Security Agreement (Federal Express Corporation Trust
No. N681FE) dated as of June 15, 1998, between State Street Bank and Trust
Company of Connecticut, National Association, not in its individual
capacity, except as otherwise provided therein, but solely as Owner
Trustee, and First Security Bank, National Association, not in its
individual capacity, except as otherwise provided therein, but solely as
Indenture Trustee;
Participation Agreement (Federal Express Corporation Trust No. N681FE)
dated as of June 15, 1998, among Federal Express Corporation, as Lessee and
Initial Owner Participant, State Street Bank and Trust Company of
Connecticut, National Association, not in its individual capacity, except
as otherwise provided therein, but solely as Owner Trustee, First Security
Bank, National Association, not in its individual capacity, except as
otherwise provided therein, but solely as Indenture Trustee, First Security
Bank, National Association, not in its individual capacity, except as
otherwise provided therein, but solely as Pass Through Trustee, and First
Security Bank, National Association, not in its individual capacity, except
as otherwise provided therein, but solely as Subordination Agent;
Trust Agreement (Federal Express Corporation Trust No. N681FE) dated as of
June 15, 1998, between Federal Express Corporation, as Initial Owner
Participant, and State Street Bank and Trust Company of Connecticut,
National Association; and
Lease Agreement (Federal Express Corporation Trust No. N681FE) dated as of
June 15, 1998, between State Street Bank and Trust Company of Connecticut,
National Association, not in its individual capacity, except as otherwise
provided therein, but solely as Owner Trustee and Lessor, and Federal
Express Corporation, as Lessee.
13. Equipment Certificates (Federal Express Corporation Trust No. N682FE):
Interest Rate: 7.020%
Maturity: January 15, 2016
Principal Amount: $14,301,000
Related Indenture Documents:
Trust Indenture and Security Agreement (Federal Express Corporation Trust
No. N682FE) dated as of June 15, 1998, between State Street Bank and Trust
Company of Connecticut, National Association, not in its individual
capacity, except as otherwise provided therein, but solely as Owner
Trustee, and First Security Bank, National Association, not in its
individual capacity, except as otherwise provided therein, but solely as
Indenture Trustee;
Participation Agreement (Federal Express Corporation Trust No. N682FE)
dated as of June 15, 1998, among Federal Express Corporation, as Lessee and
Initial Owner Participant, State Street Bank and Trust Company of
Connecticut, National Association, not in its individual capacity, except
as otherwise provided therein, but solely as Owner Trustee, First Security
Bank, National Association, not in its individual capacity, except as
otherwise provided therein, but solely as Indenture Trustee, First Security
Bank, National Association, not in its individual capacity, except as
otherwise provided therein, but solely as Pass Through Trustee, and First
Security Bank, National Association, not in its individual capacity, except
as otherwise provided therein, but solely as Subordination Agent;
Trust Agreement (Federal Express Corporation Trust No. N682FE) dated as of
June 15, 1998, between Federal Express Corporation, as Initial Owner
Participant, and State Street Bank and Trust Company of Connecticut,
National Association; and
Lease Agreement (Federal Express Corporation Trust No. N682FE) dated as of
June 15, 1998, between State Street Bank and Trust Company of Connecticut,
National Association, not in its individual capacity, except as otherwise
provided therein, but solely as Owner Trustee and Lessor, and Federal
Express Corporation, as Lessee.
Schedule II
to
Series Supplement
-----------------
Cut-Off Date for each of the Undelivered Aircraft
-------------------------------------------------
Federal Express Corporation Manufacturer's Serial
Trust No. Number Cut-Off Date
- ---------------------------- ---------------------- -------------------
N585FE 48481 December 14, 1998
N620FE 48791 June 13, 1999
N621FE 48792 September 13, 1999
N623FE 48794 September 13, 1999
N676FE 790 October 13, 1998
N677FE 791 November 24, 1998
N678FE 792 December 22, 1998
N679FE 793 January 20, 1999
N680FE 794 February 10, 1999
N681FE 799 August 18, 1999
N682FE 800 August 30, 1999