EXHIBIT 1
EXECUTION DOCUMENT
UNDERWRITING AGREEMENT
Dated as of
October 17, 1996
between
FEDERAL EXPRESS CORPORATION
and
XXXXXXX, XXXXX & CO.
X.X. XXXXXX SECURITIES INC.
XXXXXX XXXXXXX & CO. INCORPORATED
BA SECURITIES, INC.
FIRST CHICAGO CAPITAL MARKETS, INC.
1996 Pass Through Certificates, Series B1
1996 Pass Through Certificates, Series B2
TABLE OF CONTENTS
Page
SECTION 1. Representations and Warranties of the Company............... 3
SECTION 2. Purchase and Sale........................................... 7
SECTION 3. Covenants of the Company.................................... 8
SECTION 4. Payment of Expenses......................................... 10
SECTION 5. Conditions of Underwriters' Obligations..................... 11
SECTION 6. Indemnification............................................. 14
SECTION 7. Contribution................................................ 16
SECTION 8. Representations, Warranties and Agreements to Survive
Delivery.................................................... 16
SECTION 9. Termination of Agreement.................................... 16
SECTION 10. Default by One of the Underwriters.......................... 17
SECTION 11. Notices..................................................... 17
SECTION 12. Parties..................................................... 18
SECTION 13. Governing Law............................................... 18
Exhibit A Pricing Information
Exhibit B Opinion of Xxxxx Xxxx & Xxxxxxxx -- Securities Matters
Exhibit C Opinion of Xxxxx Xxxx & Xxxxxxxx -- Participation Agreement
Exhibit D Opinion of the Company
Schedule I Underwriters' Commitments
Schedule II Terms and Conditions
FEDERAL EXPRESS CORPORATION
1996 Pass Through Certificates, Series B1
1996 Pass Through Certificates, Series B2
UNDERWRITING AGREEMENT
October 17, 1996
XXXXXXX, SACHS & CO.
X.X. XXXXXX SECURITIES INC.
XXXXXX XXXXXXX & CO. INCORPORATED
BA SECURITIES, INC.
FIRST CHICAGO CAPITAL MARKETS, INC.
c/o GOLDMAN, SACHS & CO.
00 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Ladies and Gentlemen:
Federal Express Corporation, a Delaware corporation (the "Company"),
proposes that State Street Bank and Trust Company, acting not in its
individual capacity but solely as pass through trustee (the "Trustee") under
the Pass Through Trust Agreement dated as of June 1, 1996 (the "Basic
Agreement"), as supplemented for each series of pass through certificates (the
"Pass Through Certificates") to be purchased hereunder (each, a "Series") by a
Series Supplement (each, a "Series Supplement"), in each case between the
Company and the Trustee (for each Series, the Basic Agreement, as supplemented
by the related Series Supplement, being referred to herein as the "Pass
Through Agreement"), issue and sell to the underwriters named in Schedule I
hereto its Pass Through Certificates in the aggregate amounts and with the
applicable interest rates and final distribution dates set forth on Exhibit A
hereto (the "Offered Certificates") on the terms and conditions stated herein
and in Schedule II.
Each Series of Pass Through Certificates will represent interests in
a separate trust (each, a "Pass Through Trust") established pursuant to the
related Pass Through Agreement to fund the purchase of equipment
certificates (the "Equipment Certificates") which are to be issued as
nonrecourse obligations by certain owner trustees, each acting not in its
individual capacity but solely as owner trustee (each, an "Owner Trustee"),
in connection with separate leveraged lease transactions relating to one
XxXxxxxxx Xxxxxxx MD-11F aircraft and two Airbus A300F4-605R aircraft
(each, an "Aircraft" and, collectively, the "Aircraft"). The proceeds from
the sale of the Equipment Certificates will be used to refinance the
aggregate outstanding principal amount of the Original Loan Certificates of
the related Owner Trust issued in connection with transactions relating to
the Aircraft bearing U.S. Registration Marks N586FE, N667FE and N662FE,
respectively. Each series of Equipment Certificates will be issued under a
separate Trust Indenture and Security Agreement between State Street Bank
and Trust Company, acting not in its individual capacity, but solely as
Indenture Trustee (the "Indenture Trustee"), and the related Owner Trustee
(each, an "Indenture" and, collectively, the "Indentures").
As used herein, unless the context otherwise requires, the term
"Underwriters" shall mean the firm or firms named as Underwriter or
Underwriters in Schedule I and the term "you" shall mean the Underwriter or
Underwriters, if no underwriting syndicate is purchasing the Offered
Certificates, or the representative or representatives of the Underwriters,
if an underwriting syndicate is purchasing the Offered Certificates, as
indicated in Schedule I.
The Company has filed with the Securities and Exchange Commission
(the "Commission") a registration statement on Form S-3 (No. 333-07691) for
the registration of certain equipment trust certificates, pass through
certificates and other securities, including the Offered Certificates,
under the Securities Act of 1933, as amended (the "1933 Act"), and the
offering thereof from time to time in accordance with Rule 415 of the rules
and regulations of the Commission under the 1933 Act (the "1933 Act
Regulations"). Such registration statement has been declared effective by
the Commission and the Basic Agreement has been qualified under the Trust
Indenture Act of 1939, as amended (the "1939 Act").
The Company has, pursuant to Rule 424 under the 1933 Act, filed with,
or transmitted for filing to, or shall within the required period of time
hereafter file with or transmit for filing to, the Commission a prospectus
supplement (the "Prospectus Supplement") specifically relating to the
Offered Certificates, together with a revised and restated prospectus
relating to pass through certificates covered by the above-referenced
registration statement.
The term "Registration Statement" refers to such registration
statement in the form in which it became effective, including the exhibits
thereto and the documents incorporated by reference therein, as amended to
the date hereof. The term "Basic Prospectus" means the above-referenced
revised and restated prospectus relating to pass through certificates. The
term "Prospectus" means the Basic Prospectus supplemented by the Prospectus
Supplement. The term "Preliminary Prospectus" means a preliminary
prospectus supplement specifically relating to the Offered Certificates
together with the Basic Prospectus. As used herein, the terms "Basic
Prospectus," "Prospectus" and "Preliminary Prospectus" shall include in
each case the documents, if any, incorporated by reference therein. The
terms "supplement" and "amendment" or "amend" as used herein shall include
all documents deemed to be incorporated by reference in the Prospectus that
have been filed subsequent to the date of the Basic Prospectus by the
Company with the Commission pursuant to the Securities Exchange Act of
1934, as amended (the "1934 Act").
If the Company has filed an abbreviated registration statement to
register additional Pass Through Certificates pursuant to Rule 462(b) under
the 1933 Act, then any reference herein to the term "Registration
Statement" shall include such Rule 462(b) registration statement.
Capitalized terms used but not otherwise defined in this Agreement
shall have the meanings specified in or pursuant to the Pass Through
Agreement or the Indenture relating to each related series of Equipment
Certificates.
SECTION 1. Representations and Warranties of the Company.
(a) The Company represents and warrants to you and to each
Underwriter named in Schedule I, as of the date hereof, as follows:
(i) Due Incorporation and Qualification. The Company has been
duly incorporated and is validly existing as a corporation in good standing
under the laws of the State of Delaware, is a "citizen of the United
States" within the meaning of Title 49 of the United States Code, as
amended (the "Transportation Code"), holding an air operating certificate
issued by the Secretary of Transportation pursuant to Chapter 447 of the
Transportation Code for aircraft capable of carrying 10 or more individuals
or 6,000 or more pounds of cargo, has the corporate power and authority to
own, lease and operate its properties and to conduct its business as
described in the Prospectus; and is duly qualified to do business and is in
good standing in each jurisdiction in which such qualification is required,
except where the failure to so qualify would not have a material adverse
effect on the condition, financial or otherwise, or the earnings, business
or prospects of the Company and its subsidiaries considered as one
enterprise.
(ii) Subsidiaries. Each subsidiary of the Company which is a
significant subsidiary as defined in Rule 405 of Regulation C of the 1933
Act Regulations (each a "Significant Subsidiary") has been duly
incorporated and is validly existing as a corporation in good standing
under the laws of the jurisdiction of its incorporation, has corporate
power and authority to own, lease and operate its properties and to conduct
its business as described in the Prospectus and is duly qualified to do
business and is in good standing in each jurisdiction in which such
qualification is required, except where the failure to so qualify would not
have a material adverse effect on the condition, financial or otherwise, or
the earnings, business or prospects of the Company and its subsidiaries
considered as one enterprise; and all of the issued and outstanding capital
stock of each Significant Subsidiary has been duly authorized and validly
issued, is fully paid and non-assessable and, except for directors'
qualifying shares (except as otherwise stated in the Registration
Statement), is owned by the Company, directly or through subsidiaries, free
and clear of any security interest, mortgage, pledge, lien, encumbrance,
claim or equity.
(iii) Registration Statement and Prospectus. At the time the
Registration Statement became effective, the Registration Statement
complied, and as of the date hereof does comply, in all material respects
with the requirements of the 1933 Act and the 1933 Act Regulations and the
1939 Act and the rules and regulations of the Commission promulgated
thereunder.
The Registration Statement, at the time it became effective and
at the time the Company's Annual Report on Form 10-K for the fiscal year
ended May 31, 1996, was filed with the Commission, did not, and at each
time thereafter at which any amendment to the Registration Statement
becomes effective, will not, contain an untrue statement of a material fact
or omit to state a material fact required to be stated therein or necessary
to make the statements therein not misleading.
The Prospectus, as of the date hereof, does not contain any
untrue statement of a material fact or omit to state a material fact
necessary in order to make the statements therein, in light of the
circumstances under which they were made, not misleading; provided,
however, that the representations and warranties in this subsection shall
not apply to statements in or omissions from the Registration Statement or
Prospectus made in reliance upon and in conformity with information
furnished to the Company in writing by an Underwriter expressly for use in
the Registration Statement or Prospectus or to those parts of the
Registration Statement which constitute Statements of Eligibility and
Qualification of Trustees (Form T-1) under the 1939 Act.
No stop order suspending the effectiveness of the Registration
Statement has been issued and no proceedings for that purpose have been
initiated or threatened by the Commission.
(iv) Incorporated Documents. The documents incorporated by
reference in the Prospectus, at the time they were or hereafter are filed
with the Commission, complied and will comply in all material respects with
the requirements of the 1934 Act and the rules and regulations promulgated
thereunder (the "1934 Act Regulations"), and, when read together and with
the other information in the Prospectus, did not and will not contain an
untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary in order to make the statements
therein, in light of the circumstances under which they were or are made,
not misleading.
(v) Accountants. The accountants who certified the financial
statements included or incorporated by reference in the Prospectus are
independent public accountants as required by the 1933 Act and the 1933 Act
Regulations.
(vi) Financial Statements. The financial statements of the
Company included or incorporated by reference in the Prospectus and the
Registration Statement present fairly the financial position of the Company as
of the dates thereof and the results of operations, changes in common
stockholders' investment and cash flows of the Company, for the respective
periods covered thereby, all in conformity with generally accepted accounting
principles applied on a consistent basis throughout the entire period
involved; and the financial schedules included or incorporated by reference in
the Registration Statement meet the requirements of the 1933 Act Regulations
or the 1934 Act Regulations, as applicable.
(vii) Material Changes or Material Transactions. Except as
stated in the Prospectus, subsequent to the respective dates as of which
information is given in the Registration Statement and the Prospectus, the
Company has not incurred any liabilities or obligations, direct or
contingent, or entered into any transactions which are material to the
Company, and there has not been any material change in the capital stock,
other than a two-for-one stock split of the Company's common stock to be
effected as a stock dividend payable on November 4, 1996, or short-term
debt, or any material increase in long-term debt of the Company, or any
material adverse change, or any development involving a prospective
material adverse change, in the condition (financial or otherwise), or the
earnings, business or prospects of the Company.
(viii) No Defaults; Regulatory Approvals. Neither the Company
nor any of its subsidiaries is in violation of its charter or in default in
the performance or observance of any material obligation, agreement,
covenant or condition contained in any contract, indenture, mortgage, loan
agreement, note, lease or other instrument to which it is a party or by
which it or any of them or their properties may be bound.
The execution and delivery of this Agreement, each Pass Through
Agreement and the other Operative Agreements to which the Company is or is
to be a party and the consummation of the transactions contemplated herein
and therein have been duly authorized by all necessary corporate action.
This Agreement, the Pass Through Agreement and such other Operative
Agreements have been duly executed by the Company and will not conflict
with or constitute a breach of, or default under, or result in the creation
or imposition of any lien (other than as permitted under the Leases),
charge or encumbrance upon any property or assets of the Company or any of
its subsidiaries pursuant to, any contract, indenture, mortgage, loan
agreement, note, lease or other instrument to which the Company or any such
subsidiary is a party or by which it or any of them may be bound or to
which any of the property or assets of the Company or any such subsidiary
is subject, which conflict, breach or default would have, individually or
in the aggregate with any other such instances, a material adverse effect
on the condition (financial or otherwise), or the earnings, business or
prospects of the Company and its subsidiaries considered as one entity, nor
will such action result in any violation of the provisions of the charter
or by-laws of the Company or any law, administrative regulation or
administrative or court order or decree currently in effect or in effect at
the time of execution and delivery of this Agreement, each Pass Through
Agreement and the other Operative Agreements and applicable to the Company
or any of its subsidiaries.
No consent, approval, authorization, order or decree of any
court or governmental agency or body is required for the consummation by
the Company of the transactions contemplated by this Agreement, any Pass
Through Agreement or any other Operative Agreement to which the Company is
or is to be a party, except such as may be required under the 1933 Act, the
1939 Act, the 1933 Act Regulations or state securities or Blue Sky laws,
the Transportation Code, and the Uniform Commercial Code as in effect in
Delaware and Tennessee.
(ix) Legal Proceedings. Except for matters described in the
Prospectus (as to which the Company can express no opinion at this time
concerning the Company's liability (if any) or the effect of any adverse
determination upon the business, condition (financial or otherwise) or
operations of the Company), there is no pending, or to the best knowledge
of any financial officer of the Company, threatened action or proceeding
before any court or administrative agency which individually (or in the
aggregate in the case of any group of related lawsuits) is expected to have
a material adverse effect on the financial condition of the Company or the
ability of the Company to perform its obligations under the Pass Through
Agreements and the other Operative Agreements to which the Company is a
party.
(x) Compliance with Laws. The Company's business and
operations comply in all material respects with all laws and regulations
applicable thereto and there are no known, proposed or threatened changes
in any laws or regulations which would have a material adverse effect on
the Company or the manner in which it conducts its business. The Company
possesses all valid and effective certificates, licenses and permits
required to conduct its business as now conducted, except for instances
which individually or in the aggregate do not, or will not, have a material
adverse effect on the condition (financial or otherwise), or the earnings,
business or prospects of the Company.
(xi) Enforceability of Operative Agreements. Each of the Pass
Through Agreements and the other Operative Agreements to which the Company
is or is to be a party have been duly authorized by the Company, will each
be substantially in the form heretofore supplied to you and, when duly
executed and delivered by the Company and the other parties thereto, will
each constitute a valid and binding obligation of the Company, enforceable
against the Company in accordance with its terms. The Basic Agreement as
executed is substantially in the form filed as an exhibit to the
Registration Statement and has been duly qualified under the 0000 Xxx.
(xii) Validity of the Offered Certificates. When executed,
issued, authenticated and delivered pursuant to the provisions of the
applicable Pass Through Agreement and sold and paid for as provided in this
Agreement, each Series of Offered Certificates will constitute valid and
legally binding obligations of the Trustee enforceable in accordance with
their terms; and the Certificateholders of such Offered Certificates will
be entitled to the benefits provided by such Pass Through Agreement.
(xiii) Equipment Certificates. The Equipment Certificates to be
issued under each applicable Indenture, when duly executed and delivered by
the related Owner Trustee and duly authenticated by the Indenture Trustee in
accordance with the terms of such Indenture, will be duly issued under such
Indenture and will constitute the valid and binding obligations of such Owner
Trustee, and the Holders thereof will be entitled to the benefits of such
Indenture.
The representations and warranties made by the Company as to the
enforceability of the Pass Through Agreements, the Indentures, the Offered
Certificates, the Equipment Certificates and the other Operative Agreements
set forth in subparagraphs (xi), (xii) and (xiii) above are limited by
bankruptcy, insolvency, reorganization and other laws of general
applicability relating to or affecting enforcement of creditors' rights or
by general equity principles, and the enforceability of any Pass Through
Agreement, Lease and Indenture is also limited by applicable laws which may
affect the remedies provided therein but which do not affect the validity
of such Pass Through Agreement, Lease or Indenture or make such remedies
inadequate for the practical realization of the benefits intended to be
provided thereby.
(b) Additional Certifications. Any certificate signed by any officer
of the Company and delivered to you or your counsel in connection with an
offering of the Offered Certificates shall be deemed a representation and
warranty by the Company to each Underwriter participating in such offering as
to the matters covered thereby on the date of such certificate unless
subsequently amended or supplemented subsequent thereto.
SECTION 2. Purchase and Sale.
(a) Subject to the terms and conditions set forth herein and in
Schedule II, if any, the Company agrees to cause the Trustee to sell to each
Underwriter, and each Underwriter agrees, severally and not jointly, to
purchase from the Trustee, at the purchase price specified in Exhibit A
hereto, the respective amounts of each Series of Offered Certificates set
forth opposite the name of such Underwriter in Schedule I. It is understood
that you propose to offer the Offered Certificates for sale to the public as
set forth in the Prospectus.
(b) Payment of the purchase price for any Offered Certificates to be
purchased by the Underwriters shall be made at either the Company's offices
in Memphis, Tennessee or the office of Xxxxx Xxxx & Xxxxxxxx, 000 Xxxxxxxxx
Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as shall be agreed
upon by you and the Company, at 9:00 A.M., New York City time, on the
fourth business day (unless postponed in accordance with the provisions of
Section 10) following the date hereof or at such other date, time or
location specified in Schedule II, or as otherwise shall be agreed upon by
you and the Company (such time and date being referred to as a "Closing
Time").
Delivery of the Offered Certificates shall be made for your account as
specified in Schedule II against payment by you of the purchase price
thereof to, or upon the order of, the Trustee (or such other person as the
Company may direct) by wire transfer of immediately available funds.
Unless otherwise indicated on Schedule II, such Offered Certificates shall
be registered in the name of Cede & Co., as nominee for The Depository
Trust Company, and in such denominations as you may request in writing at
least two business days prior to the Closing Time. Such Offered
Certificates, which may be in temporary form, will be made available for
examination and packaging by you in New York, New York, on or before the
first business day prior to the Closing Time or at such other time and
place specified in Schedule II.
(c) As compensation to you for your commitments and obligations
hereunder in respect of the Offered Certificates, including your
undertakings to distribute Offered Certificates, the Company will pay (or
cause to be paid) to you an amount equal to that percentage of the
aggregate amount of each series of Offered Certificates purchased by you as
set forth in Exhibit A as the underwriting discounts and commissions. Such
payment shall be made simultaneously with the payment by you to the Trustee
of the purchase price of the Offered Certificates as specified in Section
2(b) hereof. Payment of such compensation shall be made by wire transfer
of immediately available funds.
SECTION 3. Covenants of the Company.
The Company covenants with each of you, and with each Underwriter
participating in the offering as follows:
(a) Prospectus Supplement. The Company has prepared a Preliminary
Prospectus and, immediately following the execution of this Agreement, the
Company will prepare a Prospectus Supplement relating to the offering of the
Offered Certificates. The Company will promptly transmit copies of the
Prospectus Supplement to the Commission for filing pursuant to Rule 424 of the
1933 Act Regulations.
(b) Notice of Certain Events. The Company will notify you promptly
(i) of the effectiveness of any amendment to the Registration Statement, (ii)
of the transmittal to the Commission for filing of any supplement to the
Prospectus or any document to be filed pursuant to the 1934 Act which will be
incorporated by reference in the Prospectus, (iii) of the receipt of any
comments from the Commission with respect to the Registration Statement, the
Prospectus or the Prospectus Supplement relating in any way to the offer and
sale of the Offered Certificates, (iv) of any request by the Commission for
any amendment to the Registration Statement or any amendment or supplement to
the Prospectus or for additional information, and (v) of the issuance by the
Commission of any stop order suspending the effectiveness of the Registration
Statement or the initiation of any proceedings for that purpose.
(c) Notice of Certain Proposed Filings. The Company will give you
notice of its intention to file or prepare any amendment to the Registration
Statement or any amendment or supplement to the Prospectus, whether by the
filing of documents pursuant to the 1934 Act, the 1933 Act or otherwise, and
will furnish you with copies of any such amendment or supplement or other
documents proposed to be filed or prepared a reasonable time in advance of such
proposed filing or preparation, as the case may be.
(d) Copies of the Registration Statement and the Prospectus. The
Company will deliver to you as many signed and conformed copies of the
Registration Statement (as originally filed) and of each amendment thereto
(including exhibits filed therewith or incorporated by reference therein
and documents incorporated by reference in the Prospectus) as you may
reasonably request. The Company will furnish to you as many copies of the
Prospectus (as amended or supplemented) as you shall reasonably request so
long as you are required to deliver a Prospectus in connection with sales
or solicitations of offers to purchase the Offered Certificates.
(e) Revisions of Prospectus -- Material Changes. If at any time
when the Prospectus is required by the 1933 Act to be delivered in
connection with sales of the Offered Certificates any event shall occur or
condition exist as a result of which it is necessary, in the reasonable
opinion of counsel for the Underwriters or counsel for the Company, to
further amend or supplement the Prospectus in order that the Prospectus
will not include an untrue statement of a material fact or omit to state
any material fact necessary in order to make the statements therein not
misleading in the light of the circumstances existing at the time it is
delivered to a purchaser, or if it shall be necessary, in the reasonable
opinion of such counsel, at any such time to amend or supplement the
Registration Statement or the Prospectus in order to comply with the
requirements of the 1933 Act or the 1933 Act Regulations the Company will
promptly prepare and file with the Commission such amendment or supplement,
whether by filing documents pursuant to the 1934 Act, the 1933 Act or
otherwise, as may be necessary to correct such untrue statement or omission
or to make the Registration Statement and Prospectus comply with such
requirements.
(f) Earnings Statements. The Company will make generally available
to its security holders as soon as practicable after the close of the
period covered thereby, an earnings statement (in form complying with the
provisions of Rule 158 under the 0000 Xxx) covering each twelve-month
period beginning, in each case, not later than the first day of the
Company's fiscal quarter next following the "effective date" (as defined in
such Rule 158) of the Registration Statement with respect to each sale of
Offered Certificates.
(g) Blue Sky Qualifications. The Company will endeavor, in
cooperation with you, to qualify the Offered Certificates for offering and
sale under the applicable securities laws of such states and other
jurisdictions of the United States as the Underwriters may designate, and
will maintain such qualifications in effect for so long as may be required
for the distribution of the Offered Certificates; provided, however, that
the Company shall not be obligated to file any general consent to service
of process or to qualify as a foreign corporation or to subject itself to
taxation as doing business in any jurisdiction in which it is not otherwise
required to be so qualified. The Company will file such statements and
reports as may be required by the laws of each jurisdiction in which the
Offered Certificates have been qualified as provided above.
(h) 1934 Act Filings. The Company, during the period when the
Prospectus is required to be delivered under the 1933 Act, will file
promptly all documents required to be filed with the Commission pursuant to
Section 13(a), 13(c), 14 or 15(d) of the 1934 Act.
(i) Stand-Off Agreement. The Company will not, between the date of
this Agreement and the Closing Time, offer or sell, or enter into any
agreement to sell, any equipment notes, pass through certificates,
equipment trust certificates or equipment purchase certificates secured by
aircraft owned or leased by the Company (or rights relating thereto) unless
the Company has provided the Underwriters at least three business days'
notice thereof.
SECTION 4. Payment of Expenses.
The Company will pay (or cause to be paid) all expenses incident to the
performance of its obligations under this Agreement, including:
(i) the preparation and filing of the Registration Statement
and all amendments thereto, the Preliminary Prospectus and the Prospectus
and any amendments or supplements thereto;
(ii) the filing of this Agreement;
(iii) the preparation, issuance and delivery of the Offered
Certificates;
(iv) the reasonable fees and disbursements of the Company's
accountants and counsel, of the Trustee, the Owner Trustees and the Indenture
Trustees and their respective counsel, and of any registrar, paying agent and
authenticating agent;
(v) the qualification of the Offered Certificates under
securities laws in accordance with the provisions of Section 3(g), including
filing fees and the reasonable fees and disbursements of counsel to the
Underwriters in connection therewith and in connection with the preparation of
any Blue Sky Survey and any Legal Investment Survey;
(vi) the printing and delivery to the Underwriters in quantities
as hereinabove stated of copies of the Registration Statement and any
amendments thereto, and of the Prospectus and any amendments or supplements
thereto, and the delivery by the Underwriters of the Prospectus and any
amendments or supplements thereto in connection with solicitations or
confirmations of sales of the Offered Certificates;
(vii) the preparation and delivery to the Underwriters of copies
of the Pass Through Agreements and the other Operative Agreements, including
all expenses incident to the performance of the Company's obligations under
the Pass Through Agreements, Participation Agreements, Indentures, Leases and
each of the other agreements and instruments referred to in the Indentures and
Participation Agreements;
(viii) any fees charged by rating agencies for the rating of the
Offered Certificates; and
(ix) certain fees and disbursements of your counsel, as
heretofore agreed.
If this Agreement is terminated by you in accordance with the provisions
of Section 5 or clause (i) of Section 9 hereof, the Company shall reimburse
upon demand the Underwriters for all of their out-of-pocket expenses,
including the reasonable fees and disbursements of counsel for the
Underwriters that shall have been incurred by you in connection with the
proposed purchase and sale of the Offered Certificates.
SECTION 5. Conditions of Underwriters' Obligations.
The several obligations of the Underwriters to purchase the Offered
Certificates pursuant to this Agreement will be subject at all times to the
accuracy of the representations and warranties on the part of the Company
herein, to the accuracy of the statements of the Company's officers made in
any certificate furnished pursuant to the provisions hereof, to the
performance and observance by the Company of all covenants and agreements
contained herein, or in Schedule II hereto, on its part to be performed and
observed and to the following additional conditions precedent:
(a) Stop Order; Ratings Change; etc. At the Closing Time, (i) no
stop order suspending the effectiveness of the Registration Statement shall
have been issued under the 1933 Act or proceedings therefor initiated or
threatened by the Commission, (ii) the rating assigned as of the date of
this Agreement by any "nationally recognized statistical rating
organization," as such term is defined for purposes of Rule 436(g) under
the 1933 Act Regulations, to any debt securities of the Company (including
for purposes of this Section 5(a)(ii) any rating indicated by the Company
as of the date of this Agreement as the rating orally confirmed to the
Company by any such rating organization as the rating to be assigned to the
Offered Certificates) shall not have been lowered since the execution of
this Agreement nor shall any such rating organization have publicly
announced that it has placed any debt securities of the Company on what is
commonly termed a "watch list" for possible downgrading, and (iii) there
shall not have come to your attention any facts that would cause you to
believe that the Prospectus, including the Prospectus Supplement, at the
time it was required to be delivered to a purchaser of the Offered
Certificates, contained an untrue statement of a material fact or omitted
to state a material fact necessary in order to make the statements therein,
in light of the circumstances existing at such time, not misleading.
(b) Legal Opinions. At the Closing Time, you shall have received
the following documents:
(1) Opinion of Special Counsel to the Company. The opinion of
Xxxxx Xxxx & Xxxxxxxx, special counsel to the Company, dated as of such
date, in form and substance satisfactory to you, to the effect set forth in
Exhibit B and the opinions of such counsel required to be delivered
pursuant to each Participation Agreement, dated as of such date, in form
and substance reasonably satisfactory to you, to the effect set forth in
Exhibit C.
(2) Opinion of Company Counsel. The opinion of the Executive
Vice President, General Counsel and Secretary of the Company or any Vice
President in the Legal and Regulatory Division of the Company, dated as of
such date, in form and substance reasonably satisfactory to you, to the
effect as set forth in Exhibit D.
(3) Opinion of Counsel to the Underwriters. The opinion of
Vedder, Price, Xxxxxxx & Kammholz, counsel to the Underwriters, with
respect to such matters as you may reasonably request.
(c) Officers' Certificate. At the Closing Time, there shall not
have been, since the respective dates as of which information is given in
the Registration Statement and the Prospectus, any material adverse change
in the condition (financial or otherwise), or the earnings, business or
prospects of the Company; and you shall have received a certificate of the
Vice President and Treasurer, or any other finance area Vice President, of
the Company, and the Managing Director, Structured Finance of the Company,
dated as of the Closing Time, to the effect (i) that there has been no such
material adverse change, (ii) that the other representations and warranties
of the Company contained in Section 1 are true and correct with the same
force and effect as though expressly made at and as of the date of such
certificate, except to the extent that such representations and warranties
expressly relate to an earlier date or later date (in which case such
representations and warranties are true and correct on and as of such
earlier date or will be true and correct on and as of such later date, as
the case may be), (iii) that the Company has made or caused to be made any
required filing of the Prospectus pursuant to Rule 424(b) in the manner and
within the time period required by Rule 424(b), and (iv) that the Company
has complied with all agreements and satisfied all conditions on its part
to be performed or satisfied at or prior to the date of such certificate.
The officers signing and delivering this certificate may rely upon the best
of his or her knowledge as to proceedings threatened.
(d) Comfort Letter. At the time of the execution of this Agreement
and at the Closing Time, you shall have received a letter from Xxxxxx
Xxxxxxxx LLP or their successors as the Company's independent accountants
(the "Independent Accountants"), dated as of the date hereof and of the
Closing Time, as the case may be, in form and substance satisfactory to you
to the effect that:
(i) they are independent public accountants within the meaning
of the 1933 Act and the 1933 Act Regulations;
(ii) in their opinion the Company's financial statements and
schedules included or incorporated by reference in the Registration Statement
and Prospectus and covered by their reports included or incorporated therein
comply as to form in all material respects with the applicable accounting
requirements of the 1933 Act and the 1933 Act Regulations or the 1934 Act and
the 1934 Act Regulations, as the case may be;
(iii) they have conducted reviews of the unaudited interim
consolidated financial information of the Company included in the Company's
Quarterly Report on Form 10-Q incorporated in the Registration Statement and
Prospectus in compliance with the standards for such reviews promulgated by
the American Institute of Certified Public Accountants;
(iv) on the basis of a reading of the financial statements and
schedules of the Company included or incorporated in the Prospectus and the
Registration Statement, and the latest available unaudited interim financial
statements of the Company, inquiries of officials of the Company responsible
for financial and accounting matters, a reading of the minute books of the
Company, and other specified procedures and inquiries, nothing has come to
their attention that caused them to believe that:
(A) the unaudited financial statements of the Company
included or incorporated in the Prospectus and the Registration
Statement do not comply as to form in all material respects with the
applicable accounting requirements of the 1933 Act and the 1933 Act
Regulations or the 1934 Act and the 1934 Act Regulations thereunder, as
the case may be, or that such unaudited financial statements are not
presented fairly in conformity with generally accepted accounting
principles;
(B) with respect to the period subsequent to the date of
the most recent financial statements incorporated in the Registration
Statement and the Prospectus, as of a specified date not more than
five business days prior to the date of delivery of such letter,
there has been any change in the common or preferred stock or long-
term debt of the Company or, as of such date, there has been any
decrease in assets or common stockholders' investment, in each case
as compared with amounts shown in the most recent consolidated
balance sheet of the Company included or incorporated in the
Registration Statement and the Prospectus, except in each case for
changes or decreases which the Prospectus discloses have occurred or
may occur or which are described in such letter; or
(C) for the period from the date of the most recent
financial statements incorporated in the Registration Statement and the
Prospectus to such specified date, there was any decrease in operating
revenues, operating income, income before taxes or net income of the
Company in each case as compared with the comparable period of the
preceding year, except in each case for decreases which the Prospectus
discloses have occurred or may occur or which are described in such
letter; and
(v) in addition to their audit referred to in their reports
included or incorporated by reference in the Registration Statement and the
Prospectus and the reviews, inquiries and procedures referred to in clauses
(iii) and (iv) above, such letter shall state that Xxxxxx Xxxxxxxx LLP has
performed other specified procedures, with respect to certain numerical data
and information included or incorporated in the Registration Statement and the
Prospectus, as are requested by an Underwriter and specified in such letter
and have found such data and information to be in agreement with the
accounting records of or analyses prepared by the Company.
(e) Satisfaction of Conditions Precedent in Participation Agreements.
At the Closing Time, all conditions precedent specified in each
Participation Agreement with respect to the refunding or funding of the
related Equipment Certificates, as the case may be, shall have been
satisfied; the representations and warranties of the Company, the Owner
Trustee, the Pass Through Trustee and the Indenture Trustee contained in
each of the Participation Agreements shall be accurate as of the Closing
Time (except to the extent that they relate solely to an earlier date in
which case they shall be accurate as of such earlier date) and you shall
have received certificates of the Chief Financial Officer or the Treasurer
of the Company and appropriate officers of the respective Owner Trustees,
Pass Through Trustees and Indenture Trustees, dated as of the Closing Time,
to such effect; and you shall have received a copy of each opinion required
to be delivered under each of the Participation Agreements dated as of the
Closing Time, and addressed to you, and of such other documents furnished
in connection with the fulfillment of such conditions as you may reasonably
request.
(f) Other Documents. At the Closing Time, counsel for the
Underwriters shall have been furnished with such documents and opinions as
such counsel may reasonably require for the purpose of enabling such
counsel to pass upon the issuance and sale of Offered Certificates as
herein contemplated and related proceedings, or in order to evidence the
accuracy and completeness of any of the representations and warranties, or
the fulfillment of any of the conditions, herein contained; and all
proceedings taken by the Company in connection with the issuance and sale
of Offered Certificates as herein contemplated shall be satisfactory in
form and substance to you.
If any condition specified in this Section shall not have been
fulfilled when and as required to be fulfilled, this Agreement may be
terminated by you by notice to the Company at any time at or prior to the
Closing Time, and such termination shall be without liability of any party
to any other party except as provided in Section 4 hereof.
SECTION 6. Indemnification.
(a) The Company agrees to indemnify and hold harmless each
Underwriter and each person, if any, who controls any Underwriter within
the meaning of Section 15 of the 1933 Act as follows:
(i) against any and all loss, liability, claim, damage and
expense whatsoever, as incurred, arising out of any untrue statement or
alleged untrue statement of a material fact contained in the Registration
Statement (or any amendment thereto), or the omission or alleged omission
therefrom of a material fact required to be stated therein or necessary to
make the statements therein not misleading or arising out of or based upon
any untrue statement or alleged untrue statement of a material fact
contained in the Prospectus (or any amendment or supplement thereto) or the
omission or alleged omission therefrom of a material fact necessary in
order to make the statements therein, in the light of the circumstances
under which they were made, not misleading;
(ii) against any and all loss, liability, claim, damage and
expense whatsoever, as incurred, to the extent of the aggregate amount paid
in settlement of any litigation, or investigation or proceeding by any
governmental agency or body, commenced or threatened, or of any claim
whatsoever arising out of or based upon any such untrue statement or
omission, or any such alleged untrue statement or omission, if such
settlement is effected with the written consent of the Company; and
(iii) against any and all expense whatsoever (including the fees
and disbursements of counsel chosen by you), as incurred, reasonably
incurred in investigating, preparing or defending against any litigation,
or investigation or proceeding by any governmental agency or body,
commenced or threatened, or any claim whatsoever arising out of or based
upon any such untrue statement or omission, or any such alleged untrue
statement or omission, to the extent that any such expense is not paid
under (i) or (ii) above;
provided, however, that this indemnity agreement shall not apply to any
loss, liability, claim, damage or expense to the extent arising out of any
untrue statement or omission made or alleged untrue statement or omission
in reliance upon and in conformity with written information furnished to
the Company by any Underwriter expressly for use in the Registration
Statement (or any amendment thereto) or the Prospectus (or any amendment or
supplement thereto), or made in reliance upon the Statements of Eligibility
and Qualification of Trustees (Form T-1) under the 1939 Act filed as
exhibits to the Registration Statement; and provided, further, that the
foregoing indemnity agreement, with respect to any Preliminary Prospectus
shall not inure to the benefit of any Underwriter from whom the person
asserting any such losses, claims, damages or liabilities purchased Offered
Certificates, or any person controlling such Underwriter, if a copy of the
Prospectus (as then amended or supplemented if the Company shall have
furnished any amendments or supplements thereto) was not sent or given by
or on behalf of such Underwriter to such person, if required by law so to
have been delivered, at or prior to the written confirmation of the sale of
the Offered Certificates to such person, and if the Prospectus (as so
amended or supplemented) would have cured the defect giving rise to such
losses, claims, damages or liabilities.
(b) Each Underwriter severally agrees to indemnify and hold harmless
the Company, its directors and officers and each person, if any, who
controls the Company within the meaning of Section 15 of the 1933 Act
against any and all loss, liability, claim, damage and expense described in
the indemnity contained in subsection (a) of this Section, as incurred, but
only with respect to untrue statements or omissions, or alleged untrue
statements or omissions, made in the Registration Statement (or any
amendment thereto) or the Prospectus (or any amendment or supplement
thereto) in reliance upon and in conformity with written information
furnished to the Company by such Underwriters through you expressly for use
in the Registration Statement (or any amendment thereto) or the Prospectus
(or any amendment or supplement thereto).
(c) Each indemnified party shall give prompt notice to each
indemnifying party of any action commenced against it in respect of which
indemnity may be sought hereunder, but failure to so notify an indemnifying
party shall not relieve such indemnifying party from any liability which it
may have otherwise than on account of this indemnity agreement. An
indemnifying party may participate at its own expense in the defense of
such action. In no event shall the indemnifying parties be liable for the
fees and expenses of more than one counsel (in addition to any local
counsel) separate from their own counsel for all indemnified parties in
connection with any one action or separate but similar or related actions
in the same jurisdiction arising out of the same general allegations or
circumstances.
SECTION 7. Contribution.
In order to provide for just and equitable contribution in
circumstances in which the indemnity agreement provided for in Section 6 is
for any reason held to be unenforceable by the indemnified parties although
applicable in accordance with its terms, the Company and the Underwriters
of each offering of Offered Certificates shall contribute to the aggregate
losses, liabilities, claims, damages and expenses of the nature
contemplated by said indemnity agreement incurred by the Company and one or
more of the Underwriters in respect of such offering, as incurred, in such
proportions that the Underwriters are responsible for that portion
represented by the percentage that the underwriting discount appearing on
the cover page of the Prospectus in respect of such offering bears to the
initial public offering price appearing thereon and the Company is
responsible for the balance; provided, however, that no person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the
0000 Xxx) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation.
For purposes of this Section, each person, if any, who controls an
Underwriter within the meaning of Section 15 of the 1933 Act shall have the
same rights to contribution as such Underwriter, and each director of the
Company, each officer of the Company who signed the Registration Statement,
and each person, if any, who controls the Company within the meaning of
Section 15 of the 1933 Act shall have the same rights to contribution as
the Company.
SECTION 8. Representations, Warranties and Agreements to Survive Delivery.
All representations, warranties and agreements contained in this
Agreement, or contained in certificates of officers of the Company submitted
pursuant hereto, shall remain operative and in full force and effect,
regardless of any investigation made by or on behalf of any Underwriter or
controlling person, or by or on behalf of the Company, and shall survive
each delivery of and payment for any of the Offered Certificates.
SECTION 9. Termination of Agreement.
You may terminate this Agreement, immediately upon notice to the
Company, at any time prior to the Closing Time (i) if there has been, since
the date hereof or since the respective dates as of which information is
given in the Registration Statement, any material adverse change in the
condition, financial or otherwise, or in the earnings, business, or
prospects of the Company, or (ii) if there shall have occurred any material
adverse change in the financial markets in the United States or any
outbreak or escalation of hostilities or other national or international
calamity or crisis, the effect of which shall be such as to make it, in
your judgment, impracticable to market the Offered Certificates or enforce
contracts for the sale of the Offered Certificates, or (iii) if trading in
any securities of the Company shall have been suspended by the Commission
or a national securities exchange, or if trading generally on either the
American Stock Exchange or the New York Stock Exchange shall have been
suspended, or minimum or maximum prices for trading shall have been fixed,
or maximum ranges for prices for securities shall have been required, by
either of said exchanges or by order of the Commission or any other
governmental authority, or if a banking moratorium shall have been declared
by either federal or New York authorities.
In the event of any termination of this Agreement, the covenant set
forth in Section 3(f) hereof, the provisions of Section 4 hereof, the
indemnity and contribution agreements set forth in Sections 6 and 7 hereof,
and the provisions of Sections 8 and 13 hereof shall remain in effect.
SECTION 10. Default by One of the Underwriters.
If any Underwriter shall fail at the Closing Time to purchase the
Offered Certificates which it is obligated to purchase hereunder (the
"Defaulted Certificates"), and the aggregate amount of Defaulted
Certificates is not more than one-tenth of the aggregate amount of the
Offered Certificates to be purchased on such date, the other Underwriters
shall be obligated severally in the proportions that the amount of the
Offered Certificates set forth opposite their respective names in Schedule
I hereto bears to the aggregate amount of Offered Certificates set forth
opposite the names of all such non-defaulting underwriters to purchase the
Defaulted Certificates; provided that in no event shall the amount of
Defaulted Certificates that any Underwriter has agreed to purchase pursuant
to this Agreement be increased by an amount in excess of one-ninth of such
amount of Offered Certificates without the written consent of such
Underwriter. If the aggregate amount of Defaulted Certificates is more
than one-tenth of the aggregate amount of the Offered Certificates to be
purchased on the Closing Date, and arrangements satisfactory to the
Underwriters and the Company for the purchase of such Defaulted
Certificates are not made within 36 hours after such default, this
Agreement shall terminate without liability on the part of any non-
defaulting Underwriters or the Company.
No action taken pursuant to this Section shall relieve a defaulting
Underwriter from liability in respect of its default under this Agreement.
In the event of any such default which does not result in a
termination of this Agreement, either the non-defaulting Underwriters or
the Company shall have the right to postpone the Closing Time for a period
not exceeding seven days in order to effect any required changes in the
Registration Statement or Prospectus or in any other documents or
arrangements.
SECTION 11. Notices.
All notices and other communications hereunder shall be in writing and
shall be deemed to have been duly given if mailed, delivered by Federal
Express service or transmitted by any facsimile communication. Notices to
the Underwriters shall be directed, on behalf of all of the Underwriters,
to Xxxxxxx, Sachs & Co., 00 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000,
Attention: Xxxxxx Xxxxxxx, with copies thereof directed to Vedder, Price,
Xxxxxxx & Kammholz, 000 Xxxxx XxXxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000,
Attention: Xxxxxxxx X. Xxxxx. Notices to the Company shall be directed
to it at 0000 Xxxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxxx 00000 (if by Federal
Express service) or X.X. Xxx 000, Xxxxxxx, Xxxxxxxxx 00000 (if by mail),
Attention: Vice President and Treasurer, with copies thereof directed to
the Legal Department of the Company at 0000 Xxxxxxxxx Xxxxx, Xxxxxxx,
Xxxxxxxxx 00000 (if by Federal Express Service) or X.X. Xxx 000, Xxxxxxx,
Xxxxxxxxx 00000 (if by mail), Attention: Managing Director -- Securities
and Corporate Law.
SECTION 12. Parties.
This Agreement shall inure to the benefit of and be binding upon you and
the Company and any Underwriter who becomes a party hereto and their
respective successors. Nothing expressed or mentioned in this Agreement is
intended or shall be construed to give any person, firm or corporation, other
than the parties hereto and their respective successors and the controlling
persons and officers and directors referred to in Sections 6 and 7 and
their heirs and legal representatives, any legal or equitable right, remedy
or claim under or in respect of this Agreement or any provision herein
contained. This Agreement and all conditions and provisions hereof are
intended to be for the sole and exclusive benefit of the parties hereto,
their respective successors and said controlling persons and officers and
directors and their heirs and legal representatives, and for the benefit of
no other person, firm or corporation. No purchaser of Offered Certificates
from any Underwriter shall be deemed to be a successor by reason merely of
such purchase.
SECTION 13. Governing Law.
This Agreement and the rights and obligations of the parties created
hereby and thereby shall be governed by and construed in accordance with
the laws of the State of New York applicable to agreements made and to be
performed in such state. Any suit, action or proceeding brought by the
Company against an Underwriter in connection with or arising under this
Agreement shall be brought solely in the state or federal court of
appropriate jurisdiction located in the Borough of Manhattan, The City of
New York.
* * *
If the foregoing is in accordance with your understanding of our
agreement, please sign and return to the Company a counterpart hereof,
whereupon this instrument along with all counterparts will become a binding
agreement between you and the Company in accordance with its terms.
Very truly yours,
FEDERAL EXPRESS CORPORATION
By:/s/ XXXXXX X. XXXXXXX
----------------------
Name: Xxxxxx X. Xxxxxxx
Title: Assistant Treasurer and
Managing Director,
Structured Finance
CONFIRMED AND ACCEPTED, as of
the date first above written:
XXXXXXX, SACHS & CO.
X.X. XXXXXX SECURITIES INC.
XXXXXX XXXXXXX & CO. INCORPORATED
BA SECURITIES, INC.
FIRST CHICAGO CAPITAL MARKETS, INC.
By: Xxxxxxx, Sachs & Co.
By:/s/ XXXXXXX, XXXXX & CO.
-------------------------
Name: Xxxxxx Xxxxxxx
Title: Vice President
Acting on behalf of themselves and the
other named Underwriters
Exhibit A
FEDERAL EXPRESS CORPORATION
1996 Pass Through Certificates, Series B1
1996 Pass Through Certificates, Series B2
1996 Pass Underwriting
Through Final Discounts
Certificates Purchase Interest Distribution Aggregate and
Designation Price Rate Date Amounts Commissions
----------------- -------------- ---------- ------------------ -------------- --------------
Series B1 $137,917,000 7.39% January 30, 2013 $137,917,000 .650%
Series B2 $ 48,211,000 7.84% January 30, 2018 $ 48,211,000 .650%
TOTAL $186,128,000 $186,128,000
Exhibit B
Opinion of Xxxxx Xxxx & Xxxxxxxx,
Special Counsel for the Company
The opinion of Xxxxx Xxxx & Xxxxxxxx, special counsel for the Company,
to be delivered pursuant to Section 5(b)(1) of the Underwriting Agreement
shall be to the effect that:
1. The Underwriting Agreement has been duly authorized, executed
and delivered by the Company.
2. The Registration Statement has become effective under the
1933 Act and the Basic Agreement has been duly qualified under the 1939
Act.
3. Although we are not aware of any judicial authority, none of
the Pass Through Trusts is required to be registered under the
Investment Company Act of 1940, as amended.
4. The Pass Through Trusts will not be classified as
associations taxable as corporations, but, rather, will be classified as
grantor trusts under subpart E, Part I of Subchapter J of the Internal
Revenue Code of 1986, as amended, and each person having a beneficial
interest in a Pass Through Certificate will be treated as the owner of a
pro rata undivided interest in each of the Equipment Trust Certificates
and any other property held in the related Pass Through Trust. With
respect to all other matters addressed in the Basic Prospectus under the
caption "Federal Income Tax Consequences," we are also of the opinions
ascribed to us therein.
We have considered the matters required to be included in the
Registration Statement and the Prospectus and the information contained
therein. In our opinion (i) the statements in the Basic Prospectus under
the captions "Description of the Pass Through Certificates" and
"Description of the Equipment Certificates" and in the Prospectus
Supplement under the captions "Description of the Pass Through
Certificates" and "Description of the Equipment Trust Certificates,"
insofar as such statements constitute a summary of the Pass Through
Agreement, the Leases, the Participation Agreements and the Indentures,
fairly present the information called for by the 1933 Act and the rules and
regulations of the SEC under the 1933 Act (the "1933 Act Regulations") with
respect thereto and fairly summarize the material provisions thereof and
(ii) the statements in the Basic Prospectus in the fourth paragraph under
the caption "Description of the Equipment Certificates - Security" and in
the Prospectus Supplement in the ninth paragraph under the caption
"Description of the Equipment Trust Certificates - Remedies," insofar as
such statements constitute a description of Section 1110 of the Bankruptcy
Code as such Section would be applicable to the Equipment Trust
Certificates, fairly summarize the material provisions of such Section as
such Section would be applicable to the Equipment Trust Certificates. The
Pass Through Certificates conform in all material respects to the summary
descriptions thereof contained in the Prospectus. We have not ourselves
checked the accuracy or completeness of, or otherwise verified, the
information furnished with respect to other matters in the Registration
Statement or the Prospectus. We have generally reviewed and discussed with
certain officers and employees of the Company, its independent public
accountants and your representatives and counsel the information furnished,
whether or not subject to our check and verification. On the basis of such
consideration, review and discussion, but without independent check or
verification, except as stated, (i) we are of the opinion that the
Registration Statement and the Prospectus (except for the financial
statements and other financial information set forth or incorporated by
reference therein, as to which we are not called upon to express any
opinion) comply as to form in all material respects with the 1933 Act and
the applicable 1933 Act Regulations and (ii) we have no reason to believe
that the Registration Statement and the prospectus included therein (except
for the financial statements and other financial information set forth or
incorporated by reference therein and the Statement of Eligibility and
Qualification (Form T-1) under the 0000 Xxx xx Xxxxx Xxxxxx Bank and Trust
Company, as to all of which we are not called upon to express a belief) at
the time the Registration Statement became effective contained any untrue
statement of a material fact or omitted to state a material fact required
to be stated therein or necessary to make the statements therein not
misleading, or that, as of the Closing Time, either the Registration
Statement or the Prospectus (except for the financial statements and other
financial information set forth or incorporated by reference therein, as to
which we are not called upon to express a belief), contains an untrue
statement of a material fact or omits to state a material fact necessary to
make the statements therein, in light of the circumstances in which they
were made, not misleading.
The foregoing opinions are subject to the following
qualifications:
(a) We are members of the Bar of the State of New York and the
foregoing opinions are limited to the laws of the State of New York, the
federal laws of the United States of America and the General Corporation Law
of the State of Delaware.
(b) We express no opinion as to the scope, effect or other
matters arising under the Transportation Code, or the rules and regulations
thereunder or as to matters involving filing and recording with the Federal
Aviation Administration.
(c) This opinion is issued solely to you in connection with the
above matter and may not be relied upon by you for any other purpose or
relied upon by or furnished to any other person without our prior written
consent.
Exhibit C
[Letterhead of Xxxxx Xxxx & Xxxxxxxx]
October __, 1996
To each of the Parties
named on the Schedule hereto
Re: Federal Express Corporation Trust No. [N586FE] [N667FE] [N662FE]
Ladies and Gentlemen:
We have acted as special counsel for Federal Express Corporation, a
Delaware corporation ("Federal Express"), in connection with the
transactions contemplated by the Participation Agreement (Federal Express
Corporation Trust No. [N586FE] [N667FE] [N662FE], dated as of [April 1,
1996, as amended and restated as of September 1, 1996 and as further]
[August 1, 1996 as] [September 1, 1996 as], amended and restated as of
October 15, 1996) (the "Participation Agreement") among Xxxxxx Guaranty
Trust Company of New York, Federal Express, as Lessee, [Ameritech Credit
Corporation] [PMCC Leasing Corporation], as Owner Participant, Xxxxxx
Guaranty Trust Company of New York, Bank of America National Trust &
Savings Association, The Chase Manhattan Bank, Commerzbank AG, Atlanta
Agency and NationsBank, N.A. (South), as the Original Loan Participants,
First Security Bank, National Association, not in its individual capacity
but solely as Owner Trustee under the Trust Agreement, State Street Bank
and Trust Company, not in its individual capacity, except as otherwise
stated, but solely as Indenture Trustee under the Indenture, and State
Street Bank and Trust Company, as Pass Through Trustee, relating to the
Aircraft. This opinion is being delivered pursuant to Section
4.01(l)(viii) of the Participation Agreement. Capitalized terms not
otherwise defined herein have the meanings assigned thereto in the
Participation Agreement.
Pursuant to the Original Participation Agreement, the Owner
Participant and the Original Loan Participants participated in the payment
of the Purchase Price of one [XxXxxxxxx Xxxxxxx MD-11F] [Airbus A300F4-
605R] Aircraft which was purchased by the Owner Trustee pursuant to [the
Bills of Sale] [AVSA's FAA Xxxx of Sale and AVSA's Warranty Xxxx of Sale],
subjected to the Lien of the Original Indenture and leased to Federal
Express under the Original Lease. The Participation Agreement provides,
among other things, for the refinancing of the Original Loan Certificates
using the proceeds from the public offering of the Pass Through
Certificates. Two Series of Pass Through Certificates will be issued by
separate Pass Through Trusts, each formed to acquire, among other
securities, the Certificates bearing a particular interest rate and having
a particular Maturity that will be issued under the Indenture.
In connection with the opinions expressed below, we have examined
executed counterparts of the Operative Agreements, the Pass Through
Certificates, the Pass Through Agreement and each Series Supplement (the
"Transaction Agreements"). We have also examined originals, or copies
certified to our satisfaction, of such other agreements, documents,
certificates and statements of governmental officials and corporate
officers as we have deemed necessary or advisable as a basis for such
opinions. In such examination, we have assumed the genuineness of all
signatures and the authenticity of all documents submitted to us as
originals and the conformity with the originals of all documents submitted
to us as copies.
As to any facts material to our opinions expressed below, we have,
with your consent, relied on the representations and warranties made in or
pursuant to the Participation Agreement and the other documents referred to
therein, the accuracy of which we have not independently verified. In
addition, we have, when relevant facts were not independently established
by us, relied, to the extent we deemed such reliance proper, upon
certificates of public officials and certificates, telegrams and other
written or telephoned statements of officers of the parties referred to
herein.
Based on the foregoing, it is our opinion that:
1. With respect to that portion, if any, of the Aircraft and
the other property included in the Lessor's Estate as may not be covered by
the recording system established by the FAA pursuant to Section 44107 of the
Transportation Code, no filing or recording of any document or other action
was or is necessary in order to establish the Owner Trustee's title thereto
and interest therein as against Federal Express and any third parties.
2. The Lease creates a valid leasehold interest in the
Aircraft, the entitlement thereof to the benefits of recordation under the
Transportation Code being subject to the due and timely filing and, where
appropriate, recording of (A) the Lease (with the Indenture attached as an
exhibit), (B) the Indenture and (C) the Trust Agreement.
3. The execution, delivery and performance of the Participation
Agreement, the Trust Agreement, the Indenture and the Lease by the Owner
Trustee in its individual or trust capacity, as the case may be, and the
issuance, execution, delivery and performance of the Certificates by the
Owner Trustee in its trust capacity do not violate, and fully comply with,
any laws and governmental rules and regulations of the State of New York
that may be applicable to the Owner Trustee in its individual or trust
capacity, as the case may be. The opinion set forth in this paragraph 5 is
rendered without regard to the effect, if any, on such issuance (in the
case of the Certificates), execution, delivery or performance, of the
taking of any action, the conduct of any business or the exercise of any
other powers by First Security Bank, National Association in its individual
or trust capacity in the State of New York not related to the transactions
contemplated by the Transaction Agreements. We have assumed that First
Security Bank, National Association has made the filings necessary to
comply with Section 131.3 of the Banking Law of the State of New York,
however we express no opinion as to whether First Security Bank, National
Association is required to comply with said Section 131.3.
4. (a) Each of the Transaction Agreements to which Federal
Express is a party has been duly authorized, executed and delivered by Federal
Express.
(b) The execution, delivery and performance by Federal Express of
each of the Transaction Agreements to which Federal Express is a party do
not, or did not on the date of execution thereof, violate, and fully
comply, or did fully comply on the date of execution thereof, with, any
laws and governmental rules and regulations of the State of New York that
may be applicable to Federal Express. The opinion set forth in this
paragraph 4(b) is rendered without regard to the taking of any action or
the conduct of any other business by Federal Express in the State of New
York other than the transactions contemplated by the Transaction
Agreements.
5. Assuming (i) the due authorization, execution and delivery
of the Transaction Agreements by each of the parties to each such document
(other than Federal Express), (ii) each such party has full power and legal
right to enter into and perform its respective obligations under the
Transaction Agreements, (iii) that the execution, delivery and performance
by each of the Transaction Agreements by each of the parties thereto will
not violate the respective parties' constituent documents, (iv) the due
authorization, execution, issuance and delivery by the Owner Trustee, and
the due authentication by the Indenture Trustee, of the Certificates to be
issued under the Indenture in accordance with the terms of the Indenture,
(v) that the Original Loan Certificates are delivered by the Original Loan
Participants to the Indenture Trustee for cancellation and are cancelled,
(vi) the due authorization, execution, issuance, delivery and
authentication by the Pass Through Trustee of the Pass Through Certificates
to be issued under the Pass Through Agreement and the Series Supplement
relating to such Pass Through Certificates, in each case in accordance with
the terms of the Pass Through Agreement and such Series Supplement, and
(vii) that the form of each Transaction Agreement is in compliance with all
applicable laws and governmental rules and regulations (other than the laws
of the United States and the State of New York), then:
(A) to the extent governed by New York law, each Transaction
Agreement in form constitutes a legal, valid and binding agreement of
each party thereto enforceable against each such party in accordance
with its terms;
(B) the Original Indenture created, and the Indenture
creates, for the benefit of the Holders, the security interest in the
Trust Indenture Estate that they purport to create;
(C) the Certificates, when issued to and acquired by the
Pass Through Trustee, will be legal, valid and binding obligations of
the Owner Trustee enforceable against the Owner Trustee in accordance
with their terms and the terms of the Indenture and will be entitled to
the benefits of the Indenture, including the benefit of the security
interest created thereby;
(D) the Pass Through Certificates, when issued to and
acquired by the Underwriters in accordance with the Underwriting
Agreement, will be legal, valid and binding obligations of the Pass
Through Trustee enforceable against the Pass Through Trustee in
accordance with their terms and will be entitled to the benefits of the
Pass Through Agreement and the Series Supplement relating thereto; and
(E) the beneficial interest of the Owner Participant under the
Trust Agreement in and to the properties which are part of the Trust
Indenture Estate is subject, to the extent provided in the Indenture, to
the Lien of the Indenture in favor of the Holders.
The opinions set forth in this paragraph 3 are subject to the due filing and,
where appropriate, recording with the FAA of the documents referred to in
paragraph 2 above.
6. All the properties which are part of the Trust Indenture
Estate (including all right, title and interest of the Owner Trustee pledged
and mortgaged by it pursuant to the Indenture in and to the Aircraft and the
Lease) have been pledged and mortgaged with the Indenture Trustee as part
of the Trust Indenture Estate (subject to the due filing and, where
appropriate, recording of those documents referred to in paragraph 2 above
and the financing statements referred to in Section 4.01(f) of the
Participation Agreement), and the beneficial interest of the Owner
Participant under the Trust Agreement in and to such properties are
subject, to the extent provided in the Indenture, to the Lien of the
Indenture in favor of the Holders of the Certificates issued and to be
issued under the Indenture.
7. The Indenture creates, as security for the Certificates duly
issued and to be issued under the Indenture, the first priority security
interest in the Aircraft it purports to create, the perfection and rank
thereof being subject to the registration with the FAA of the Aircraft in
the name of the Owner Trustee and the due filing and, where appropriate,
recording in accordance with the Transportation Code of the documents
referred to in paragraph 2 above. We express no opinion with respect to
the status of any security interest in any portion of the Aircraft which
does not constitute an "aircraft" or "aircraft engine", as defined in
paragraphs (6) and (7) of Section 40102(a) of the Transportation Code.
8. Federal Express's participation in the transactions
contemplated by the Transaction Agreements does not and will not constitute
a violation of Section 7 of the Securities Exchange Act of 1934.
9. Except for the filings and recordings referred to in
paragraph 2 above, neither the execution and delivery by Federal Express of
the Participation Agreement or any other Operative Agreement to which it is
a party, nor the consummation of any of the transactions by Federal Express
contemplated thereby, requires the consent or approval of, the giving of
notice to, or the registration with, or the taking of any other action in
respect of, the Department of Transportation, the FAA, the Securities and
Exchange Commission or any other Federal or New York State governmental
authority.
10. It is not necessary, in connection with the creation of the
beneficial interest of the Owner Participant in the Trust Indenture Estate
under the circumstances contemplated by the Participation Agreement to
register such beneficial interest under the Securities Act of 1933, as
amended, or to qualify the Trust Agreement under the Trust Indenture Act of
1939, as amended.
11. The provisions of Section 1110 of the United States
Bankruptcy Code will apply to the Aircraft for the benefit of the Lessor, as
lessor under and by reason of the Lease. The Lease, including the rights
under Section 1110 of the United States Bankruptcy Code, has been assigned to
the Indenture Trustee pursuant to the Indenture as part of the collateral for
the Certificates and, as assignee, the Indenture Trustee has the benefit of
Section 1110.
The foregoing opinions are subject to the following
qualifications:
(a) We have relied, with your consent, without independent
investigation and verification and subject to the assumptions and
qualifications contained therein, upon the opinions of Xxxxxxxxx, Xxxxxx
& Peregrin and Xxxxxx X. Xxxxx, Vice President - Law of Federal Express
to be delivered to you and dated the date hereof, for purposes of the
matters covered thereby.
(b) We are qualified to practice law in the State of New York,
and we do not purport to be experts on, or to express any opinion herein
concerning, any laws other than the laws of the State of New York, the
laws of the United States and the General Corporation Law of the State
of Delaware. We express no opinion as to any matters involving aviation
law.
(c) The opinion contained in paragraph 3(A) above as to
enforceability is subject to (i) applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting the enforcement of
creditors' rights generally and (ii) general principles of equity which
may affect the remedies provided in the agreements referred to in said
opinions, which laws and principles, however, do not in our opinion make
the remedies provided in said agreements inadequate for the practical
realization of the benefits of the security intended to be provided
thereby.
(d) This opinion is rendered solely to you at Federal Express's
request in connection with the above matter. This opinion may not be
relied upon by you for any other purpose or relied upon by any other
Person without our prior written consent.
(e) We rendered an opinion dated [April 22, 1996] [August 28,
1996] [September 23, 1996] (the "Delivery Date Opinion"), a copy of
which is attached hereto, in connection with the financing and
acquisition of the Aircraft on such date. We hereby consent and agree
that the addressees hereto who were not addressees to the Delivery Date
Opinion may rely on the Delivery Date Opinion as fully and with the same
force and effect as if such addressees were originally named therein on
the date of the Delivery Date Opinion.
Very truly yours,
Xxxxx Xxxx & Xxxxxxxx
SCHEDULE
Owner Trustee
First Security Bank, National Association
Indenture Trustee
State Street Bank and Trust Company
Owner Participant
[Ameritech Credit Corporation]
[PMCC Leasing Corporation]
Original Loan Participants
The Entities listed on Schedule I to the Participation Agreement as Original
Loan Participants
Lessee
Federal Express Corporation
Pass Through Trustee
State Street Bank and Trust Company
Underwriters
Xxxxxxx, Sachs & Co.
X.X. Xxxxxx Securities Inc.
Xxxxxx Xxxxxxx & Co. Incorporated
BA Securities,Inc.
First Chicago Capital Markets, Inc.
Exhibit D
Form of Opinion of Company Counsel
October __, 1996
XXXXXXX, SACHS & CO.
X.X. XXXXXX SECURITIES INC.
XXXXXX XXXXXXX & CO. INCORPORATED
BA SECURITIES, INC.
FIRST CHICAGO CAPITAL MARKETS, INC.
c/o Goldman, Sachs & Co.
00 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Re: Federal Express Corporation
1996 Pass Through Certificates, Series B1 and B2 (the "Offered
Certificates")
Ladies and Gentlemen:
This opinion is directed to the Underwriters pursuant to Section 5(b)(2)
of the Underwriting Agreement dated October __, 1996 (the "Underwriting
Agreement"), among the Company and you, with respect to the offer and sale
of the Offered Certificates. All terms defined or used in the Underwriting
Agreement have the same meaning when used herein, unless otherwise noted.
I am Vice President-Law of the Company and have acted as such in
connection with the Offered Certificates and the Underwriting Agreement. I or
attorneys under my supervision have made such examination and investigation as
we have deemed necessary in order to give the following opinion.
Based on the foregoing, it is my opinion that:
(i) The Company is a corporation duly incorporated, validly existing
and in good standing under the laws of the State of Delaware and has full
corporate power and authority under such laws to own its properties and to
conduct its business as described in the Prospectus; the Company is a "citizen
of the United States" within the meaning of Section 40102(a)(15) of Title 49
of the United States Code, as amended, holding an air operating certificate
issued by the Secretary of Transportation pursuant to Chapter 447 of Title 49
of the United States Code, as amended, for aircraft capable of carrying 10 or
more individuals or 6,000 or more pounds of cargo; the Company is duly
qualified to do business and is in good standing in each jurisdiction in which
it owns or leases real property or in which the conduct of its business
requires such qualification, except for such instances which in the aggregate
will not have a material adverse effect on the Company;
(ii) Each subsidiary of the Company which is a significant subsidiary
as defined in Rule 405 of Regulation C of the 1933 Act Regulations (each a
"Significant Subsidiary") has been duly incorporated and is validly existing
as a corporation in good standing under the laws of the jurisdiction of its
incorporation, has corporate power and authority to own, lease and operate its
properties and conduct its business as described in the Registration
Statement, and, to the best of my knowledge, is duly qualified to do business
and is in good standing in each jurisdiction in which such qualification is
required, except where the failure to so qualify would not have a material
adverse effect on the condition, financial or otherwise, or the earnings,
business or prospects of the Company and its subsidiaries considered as one
enterprise; all of the issued and outstanding capital stock of each
Significant Subsidiary has been duly authorized and validly issued and is
fully paid and non-assessable, and all of such capital stock, except for
directors' qualifying shares, is owned by the Company, directly or through
subsidiaries, free and clear of any mortgage, pledge, lien, encumbrance, claim
or equity;
(iii) Except for matters described in the Prospectus (as to which I can
express no opinion at this time concerning the Company's liability (if any) or
the effect of any adverse determination upon the business, condition
(financial or otherwise) or operations of the Company), there is no pending,
or to my knowledge, threatened action or proceeding before any court or
administrative agency which individually (or in the aggregate in the case of
any group of related lawsuits) is expected to have a material adverse effect
on the financial condition of the Company or the ability of the Company to
perform its obligations under the Pass Through Agreements and the other
Operative Agreements to which the Company is a party;
(iv) The Pass Through Agreements and the other Operative Agreements to
which the Company is a party have been duly and validly authorized, executed
and delivered by the Company;
(v) The Equipment Certificates are in due and proper form and have
been duly and validly authorized by all necessary corporate action;
(vi) The Company possesses all permits, approvals, franchises and other
rights from federal aviation, aeronautical, communications, transportation and
shipping authorities which are requisite for the conduct of its business as
described in the Prospectus or for the actions contemplated by the
Underwriting Agreement and the offering contemplated by the Prospectus; and
the actions contemplated by the Underwriting Agreement, the Pass Through
Agreements, the Participation Agreements and the other Operative Agreements,
and the offering contemplated by the Prospectus, are not in violation of any
federal statute or regulation relating to aviation, aeronautics,
communications, transportation or shipping;
(vii) The Basic Agreement is qualified under the 1939 Act; I have
reviewed or caused to be reviewed by attorneys under my supervision the
Registration Statement, the Prospectus and each amendment and supplement
thereto (including the documents incorporated by reference) and have no reason
to believe that, as of their respective effective or issue dates, or as of the
Closing Time, either the Registration Statement or the Prospectus or any such
amendment or supplement (or any such documents incorporated by reference)
contained an untrue statement of a material fact or omitted to state a
material fact required to be stated therein or necessary to make the
statements therein not misleading;
(viii)I do not know of any statute or regulation or legal or
governmental proceeding required to be described in the Prospectus which is
not described as required, nor of any contract or document of a character
required to be described in the Registration Statement or the Prospectus or to
be filed as exhibits to the Registration Statement which is not described and
filed as required; and the descriptions in the Registration Statement and the
Prospectus of the contracts and other documents therein described are accurate
and fairly present the information required to be shown;
(ix) The execution and delivery by the Company of the Underwriting
Agreement, the Pass Through Agreements and the Operative Agreements to which
the Company is a party, the consummation by the Company of the transactions
herein and therein contemplated and compliance with the terms of the
Underwriting Agreement, the Pass Through Agreements and such Operative
Agreements do not and will not conflict with or result in a breach of any of
the terms of the Certificate of Incorporation or By-laws of the Company, and
will not conflict with or result in a breach of any of the terms or provisions
of, or constitute a default under, any indenture, mortgage, deed of trust,
loan, credit or note agreement, lease or other agreement or instrument
material to the Company to which the Company is a party or by which it or any
or its properties are bound, or any existing applicable law, rule, regulation,
judgment, order or decree of any government, governmental instrumentality or
court, having jurisdiction over the Company or any of its properties;
(x) No authorization, approval, consent or license of any regulatory
body or authority (other than under the 1933 Act, the 1939 Act and the
securities or Blue Sky laws of the various states) is required for the valid
authorization, issuance, sale and delivery of the Offered Certificates as
herein contemplated or the valid authorization, execution, delivery and
performance by the Company of the Underwriting Agreement, the Pass Through
Agreements and the other Operative Agreements to which the Company is a party
or the consummation by the Company of the transactions contemplated herein or
therein, or, if so required, all such authorizations, approvals, consents and
licenses, specifying the sale, have been obtained and are in full force and
effect;
(xi) The Registration Statement has become effective under the 1933 Act
and, to the best of my knowledge, no stop order suspending the effectiveness
of the Registration Statement has been issued and no proceedings for that
purpose have been instituted or are pending or contemplated under the 1933
Act; the Registration Statement and the Prospectus, and each amendment or
supplement thereto (except for the financial statements and schedules included
therein, as to which I express no opinion), comply as to form in all material
respects to the requirements of the 1933 Act and the 1933 Act Regulations and,
as to documents incorporated therein, to the requirements of the 1934 Act and
the 1934 Act Regulations in effect at the time such documents were filed with
the Commission; and
(xii) The Underwriting Agreement has been duly and validly authorized,
executed and delivered by the Company and constitutes a valid and binding
agreement of the Company, enforceable in accordance with its terms, except as
enforcement thereof is limited by bankruptcy, insolvency, reorganization and
other laws of general applicability relating to or affecting enforcement of
creditors' rights or by general equity principles and subject to any
principles of public policy limiting the right to enforce the indemnification
and contribution provisions contained in Sections 6 and 7 of the Underwriting
Agreement.
In rendering the foregoing opinion, we have assumed that (i) all
signatures on all documents examined by us are genuine and that where any such
signature (other than a signature purporting to have been made on behalf of
the Company) purports to have been made in a corporate, governmental,
fiduciary or other capacity, the person who affixed such signature had the due
authority to do so, (ii) certain factual matters contained in certificates of
public officials are accurate, true and correct, and (iii) photostatic copies
of such documents, records and certificates conform to the originals.
This opinion is intended solely for the benefit of the Underwriters and
is not to be relied on by, and no copies of it are to be delivered to, any
other person without my prior written consent, except that Underwriters'
counsel may rely upon this opinion as to all matters of Tennessee law or
Delaware corporate law in rendering its opinion of even date herewith. I am
not assuming any professional responsibility to any other person by rendering
this opinion. It is understood that this opinion speaks as of the date given,
notwithstanding any delivery as contemplated above on any other date.
Very truly yours,
Xxxxxx X. Xxxxx
Vice President-Law
Schedule I
to
Underwriting
Agreement
Dated: October 17, 1996
FEDERAL EXPRESS CORPORATION
1996 Pass Through Certificates, Series B1
1996 Pass Through Certificates, Series B2
Aggregate Aggregate
Amount of Amount of Total
Series B1 Series B2 Aggregate
Pass Through Pass Through Amount to be
Underwriters Certificates Certificates Purchased
---------------------------------------------- --------------- --------------- --------------
XXXXXXX, SACHS & CO. $41,375,000 $14,463,000 $55,838,000
X.X. XXXXXX SECURITIES INC. 41,375,000 14,463,000 55,838,000
XXXXXX XXXXXXX & CO. INCORPORATED 41,375,000 14,463,000 55,838,000
BA SECURITIES, INC. 6,896,000 2,411,000 9,307,000
FIRST CHICAGO CAPITAL MARKETS, INC. 6,896,000 2,411,000 9,307,000
Schedule II
to
Underwriting
Agreement
Dated: October 17, 1996
FEDERAL EXPRESS CORPORATION
1996 Pass Through Certificates, Series B1
1996 Pass Through Certificates, Series B2
To: Federal Express Corporation
0000 Xxxxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxxx 00000
Re: Underwriting Agreement dated October 17, 1996
Title of Offered Certificates:
1996 Pass Through Certificates, Series B1
1996 Pass Through Certificates, Series B2
Current ratings:
BBB+/A3
Interest rate:
Series B1 ........7.39%
Series B2 ........7.84%
Interest payable:
each January 30 and July 30 commencing on January 30, 1997
Public offering price:
100%, plus accrued interest from October 23, 1996
Closing date, time and location:
October 23, 1996, 9:00 A.M., New York City time
Xxxxx Xxxx & Xxxxxxxx
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Location for checking Offered Certificates:
New York, New York
Listing requirement:
None
Other terms and conditions:
The Offered Certificates will be issued in fully registered, book-entry
only form through the facilities of The Depository Trust Company, and
each Series of the Offered Certificates shall be represented by a
separate global certificate.
Exceptions, if any, to Section 3(i) of the Underwriting Agreement:
None
XXXXXXX, SACHS & CO.
X.X. XXXXXX SECURITIES INC.
XXXXXX XXXXXXX & CO. INCORPORATED
BA SECURITIES, INC.
FIRST CHICAGO CAPITAL MARKETS, INC.
By: Xxxxxxx, Sachs & Co.
By:/s/ XXXXXXX, XXXXX & CO.
-------------------------
Name: Xxxxxx Xxxxxxx
Title: Vice President
Acting on behalf of themselves and the
other named Underwriters
Accepted:
FEDERAL EXPRESS CORPORATION
By:/s/ XXXXXX X. XXXXXXX
----------------------
Name: Xxxxxx X. Xxxxxxx
Title: Assistant Treasurer and
Managing Director, Structured Finance
