EXHIBIT 4.f
AMENDMENT AGREEMENT NO. 1 TO
TRUST INDENTURE AND SECURITY AGREEMENT
(FEDERAL EXPRESS CORPORATION TRUST NO. N584FE)
THIS AMENDMENT AGREEMENT NO. 1 TO TRUST INDENTURE AND SECURITY
AGREEMENT (FEDERAL EXPRESS CORPORATION TRUST NO. N584FE) dated September 30,
1997 (this "Amendment") between STATE STREET BANK AND TRUST COMPANY OF
CONNECTICUT, NATIONAL ASSOCIATION, a national banking association, not in its
individual capacity but solely as Owner Trustee under that certain Trust
Agreement (Federal Express Corporation Trust No. N584FE) dated as of May 1,
1997 between Federal Express Corporation as the Initial Owner Participant and
said trustee (said trustee, in its capacity as such trustee, being herein
called the "Owner Trustee"), and FIRST SECURITY BANK, NATIONAL ASSOCIATION, a
national banking association (the "Indenture Trustee").
WITNESSETH:
WHEREAS, the parties hereto and others have entered into the
Participation Agreement (Federal Express Corporation Trust No. N584FE) dated
as of May 1, 1997 (the "Participation Agreement") for purposes of financing
the acquisition of the Aircraft by the Owner Trustee through a public offering
of Pass Through Certificates;
WHEREAS, with the proceeds of such offering, the Pass Through Trustee
acquired the Certificates;
WHEREAS, it has been determined that an error was made in the
allocation of indebtedness as between the Indenture and the Trust Indenture
and Security Agreement (Federal Express Corporation Trust No. N583FE) dated as
of May 1, 1997 between the Owner Trustee and the Indenture Trustee;
WHEREAS, the parties hereto desire to enter into this Amendment
pursuant to Section 13.01(e) of the Indenture to correct the aforementioned
error by increasing the aggregate principal amount of the Series C
Certificates and to provide accordingly for amendment of each Series of
Certificates; and
WHEREAS, in order to secure the increased principal amount of the
Series C Certificates, the Lessee will transfer funds to the Collateral
Account.
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Owner Trustee and the Indenture Trustee hereby agree as
follows:
Section 1. Defined Terms. Except as otherwise provided herein, all
capitalized terms used herein without definition shall have the respective
meanings assigned thereto in Schedule II to the Indenture.
Section 2. Amendment to Indenture. The Indenture is hereby amended
by replacing Section 6.06 thereof with the following:
Section 6.06. Mandatory Sinking Fund Redemption. The
Certificates shall be subject to partial redemption, at the aggregate
principal amount set forth for the Certificates of the respective
Series and Maturity, on a pro rata basis, on each date specified in
this Section (a "Sinking Fund Redemption Date") for such payment on
the Certificates of such Series and Maturity. The Owner Trustee
shall deposit funds sufficient to pay the Sinking Fund Redemption
Price with the Indenture Trustee as provided in Section 6.04 hereof.
The Indenture Trustee shall pay from the amounts so deposited on each
applicable Sinking Fund Redemption Date to the Certificates of each
Series in the order of priority set forth in clause "first" of
Section 5.01 hereof and among the Holders of the Certificates of each
Series then Outstanding on a pro rata basis the aggregate principal
amount set forth below, together with accrued interest to such
Sinking Fund Redemption Date, but without Make-Whole Premium (the
"Sinking Fund Redemption Price"):
Principal Amount
Series A Series B Series C
Certificates with Certificates with Certificates with
Sinking Fund a Maturity of a Maturity of a Maturity of
Redemption Date January 15, 2018 January 15, 2018 January 15, 2014
---------------------------- --------------------- --------------------- --------------------
February 15, 1998 $ 0 $ 0 $ 0
July 15, 1998 0 0 0
January 15, 1999 748,200.00 147,200.00 34,341.00
July 15, 1999 0 0 0
January 15, 2000 62,694.00 280,600.00 710,249.00
July 15, 2000 685,573.00 0 0
January 15, 2001 748,266.00 280,600.00 2,394,497.00
July 15, 2001 0 0 0
January 15, 2002 748,267.00 280,600.00 889,865.00
July 15, 2002 0 0 0
January 15, 2003 748,267.00 280,600.00 617,232.00
July 15, 2003 0 0 0
January 15, 2004 748,266.00 280,600.00 2,035,379.00
July 15, 2004 0 0 0
January 15, 2005 748,267.00 280,600.00 982,650.00
July 15, 2005 0 0 0
January 15, 2006 748,267.00 958,676.00 462,119.00
July 15, 2006 0 0 0
January 15, 2007 748,266.00 1,589,948.00 0
July 15, 2007 0 0 0
January 15, 2008 748,267.00 1,678,241.00 0
July 15, 2008 0 0 0
January 15, 2009 748,267.00 1,491,944.00 0
July 15, 2009 0 0 0
January 15, 2010 1,215,326.00 1,659,673.00 0
July 15, 2010 0 0 0
January 15, 2011 3,625,596.00 0 0
July 15, 2011 0 0 0
January 15, 2012 2,954,535.00 0 0
July 15, 2012 0 0 0
January 15, 2012 4,487,940.00 0 0
July 15, 2013 0 0 0
January 15, 2014 294,012.00 0 5,017,668.00
July 15, 2014 0 0
January 15, 2015 5,729,487.00 0
July 15, 2015 0 0
January 15, 2016 6,082,306.00 0
July 15, 2016 90,123.00 0
January 15, 2017 3,954,808.00 2,358,964.00
July 15, 2017 0 330,505.00
January 15, 2018 0 1,717,249.00
In connection with such amendment the Subordination Agent, on behalf
of the Pass Through Trustee, shall submit the Certificates to the Indenture
Trustee, on behalf of the Owner Trustee, for attachment to the Series C
Certificate of an amended Schedule I and the making of conforming amendments
to each Series of Certificates.
Section 3. Expenses. The Lessee agrees to pay all reasonable costs
and expenses incurred by the Owner Trustee, the Indenture Trustee, the Pass
Through Trustee and the Subordination Agent in connection with this Amendment.
Section 4. Indenture. Except as amended hereby, the Indenture shall
remain unmodified and in full force and effect and is hereby ratified and
confirmed. All the provisions of the Indenture are hereby incorporated by
reference in this Amendment, on and as of the date of this Amendment, to
the same extent as if fully set forth herein.
Section 5. Governing Law. THIS AMENDMENT IS BEING DELIVERED IN THE
STATE OF NEW YORK AND SHALL IN ALL RESPECTS BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, INCLUDING ALL MATTERS OF
CONSTRUCTION, VALIDITY AND PERFORMANCE BUT WITHOUT GIVING EFFECT TO THE
CONFLICT OF LAWS PROVISIONS THEREOF.
Section 6. Counterparts. This Amendment may be executed by the
parties hereto in separate counterparts, each of which when so executed and
delivered shall be an original, but all such counterparts shall together
constitute but one and the same instrument.
IN WITNESS WHEREOF, the Owner Trustee and the Indenture Trustee have
caused this Amendment to be duly executed by their respective officers
thereunto duly authorized as of the date first above written.
STATE STREET BANK AND TRUST COMPANY
OF CONNECTICUT,
NATIONAL ASSOCIATION
not in its individual capacity
but solely as Owner Trustee
By: ____________________________________
Name:
Title:
FIRST SECURITY BANK,
NATIONAL ASSOCIATION,
as Indenture Trustee
By:_____________________________________
Name:
Title:
ACKNOWLEDGED AND ACCEPTED:
FEDERAL EXPRESS CORPORATION,
as Lessee and Initial Owner Participant
By: ______________________________________
Name: Xxxxxx X. Xxxxxxx
Title: Assistant Treasurer and
Managing Director -
Structured Finance
FIRST SECURITY BANK, NATIONAL ASSOCIATION,
as Pass Through Trustee
By: ______________________________________
Name:
Title:
FIRST SECURITY BANK, NATIONAL ASSOCIATION,
as Subordination Agent
By: ______________________________________
Name:
Title:
