EXHIBIT 4.a.3
__________________________________________________________________________
SERIES SUPPLEMENT 1995-B1
Dated October 31, 1995
Between
THE CHASE MANHATTAN BANK (NATIONAL ASSOCIATION)
as Pass Through Trustee,
and
FEDERAL EXPRESS CORPORATION
to
PASS THROUGH TRUST AGREEMENT
Dated as of February 1, 1993
As Amended and Restated as of October 1, 1995
$8,156,000
Federal Express Corporation
Pass Through Trust, 1995-B1
Federal Express Corporation
1995 Pass Through Certificates,
Series B1
__________________________________________________________________________
TABLE OF CONTENTS
Page
RECITALS............................................................. 1
ARTICLE I
CERTAIN DEFINITIONS
ARTICLE II
DESIGNATIONS; TRUST FORMATION;
ISSUANCE OF PASS THROUGH CERTIFICATES
SECTION 2.01. Designations; Aggregate Amount................... 4
SECTION 2.02. Declaration of Trust; Authorization.............. 5
SECTION 2.03. Issuance of Pass Through Certificates............ 5
SECTION 2.04. Purchase of Equipment Certificates............... 5
SECTION 2.05. Representations and Warranties of the Company.... 5
SECTION 2.06. Conditions Precedent............................. 6
SECTION 2.07. Acceptance of Appointment of Pass Through
Trustee........................................ 6
ARTICLE III
DISTRIBUTION AND RECORD DATES;
CERTIFICATE AND SPECIAL PAYMENT ACCOUNTS;
CONCERNING AUTHENTICATING AGENT, PAYING AGENT AND REGISTRAR
AND THE CERTIFICATEHOLDERS
SECTION 3.01. Distribution Dates............................... 6
SECTION 3.02. Record Dates..................................... 7
SECTION 3.03. Certificate Account and Special Payments Account. 7
SECTION 3.04. Form of Pass Through Certificates................ 7
SECTION 3.05. Indenture Documents.............................. 7
SECTION 3.06. Appointment of Authenticating Agent; Paying
Agent and Registrar............................ 7
SECTION 3.07. Predelivery Funding.............................. 8
SECTION 3.08. ERISA............................................ 9
SECTION 3.09. Registered Global Certificate.................... 9
ARTICLE IV
MISCELLANEOUS
SECTION 4.01. Governing Law; Counterpart Form.................. 9
SECTION 4.02. Reports by the Company........................... 9
SECTION 4.03. Modification and Ratification of Pass Through
Agreement...................................... 10
SECTION 4.04. Termination...................................... 10
EXHIBIT A Form of Pass Through Certificate
SCHEDULE I Equipment Certificates; Related Indenture Documents
SERIES SUPPLEMENT 1995-B1
SERIES SUPPLEMENT 1995-B1, dated October 31, 1995 (this "Series
Supplement"), between FEDERAL EXPRESS CORPORATION, a Delaware corporation (the
"Company") and THE CHASE MANHATTAN BANK (NATIONAL ASSOCIATION), a national
banking association organized under the laws of the United States of America,
as Pass Through Trustee (the "Pass Through Trustee"), to the Pass Through
Trust Agreement, dated as of February 1, 1993, as amended and restated as of
October 1, 1995 (the "Pass Through Agreement"), between the Company and
NationsBank, National Association (Carolinas) (formerly known as NationsBank
of South Carolina, National Association), a national banking association.
RECITALS
WHEREAS, capitalized terms used herein shall have the respective
meanings set forth or referred to in Article I hereof;
WHEREAS, Section 2.01 of the Pass Through Agreement provides,
among other things, that the Company and the Pass Through Trustee may execute
and deliver one or more series supplements, each for the purpose of forming a
separate pass through trust for the benefit of the certificateholders of the
series of pass through certificates to be issued pursuant to such pass through
trust, appointing an institution to act as Pass Through Trustee if different
from the institution executing the Pass Through Agreement, establishing
certain terms of such pass through certificates, and pursuant to which the
pass through certificates of such series shall be executed and authenticated
by the Pass Through Trustee and delivered as directed by the Company;
WHEREAS, pursuant to the Participation Agreements, the Company
has agreed to cause the Equipment Certificates to be issued and sold to the
Pass Through Trustee, and the Pass Through Trustee has agreed to purchase the
Equipment Certificates, which will be held in trust as Trust Property for the
benefit of the Certificateholders;
WHEREAS, in order to facilitate such sale, the Company has
agreed, pursuant to the Underwriting Agreement, to cause the Pass Through
Trustee to issue and sell the Pass Through Certificates to the Underwriters;
WHEREAS, pursuant to the Pass Through Agreement and the terms
of this Series Supplement, the Pass Through Trustee will execute, authenticate
and deliver the Pass Through Certificates to the Underwriters upon receipt by
the Pass Through Trustee of the purchase price therefor, which will be applied
in accordance with this Series Supplement to purchase the Equipment
Certificates;
WHEREAS, the Pass Through Trustee hereby declares the creation
of this Pass Through Trust for the benefit of the Certificateholders, and the
initial Certificateholders of such Pass Through Certificates, as the grantors
of such Pass Through Trust, by their respective acceptances of such Pass
Through Certificates, join in the creation of such Pass Through Trust;
WHEREAS, to facilitate the sale of the Equipment Certificates
to, and the purchase of the Equipment Certificates by, the Pass Through
Trustee on behalf of this Pass Through Trust, the Company has duly authorized
the execution and delivery of this Series Supplement as the "issuer," as such
term is defined in and solely for purposes of the Securities Act, of the Pass
Through Certificates and as the "obligor," as such term is defined in and
solely for purposes of the Trust Indenture Act, with respect to all such Pass
Through Certificates; and
WHEREAS, this Series Supplement is subject to the provisions of
the Trust Indenture Act and shall, to the extent applicable, be governed by
such provisions;
IT IS HEREBY COVENANTED AND AGREED by and between the parties
hereto as follows:
ARTICLE I
CERTAIN DEFINITIONS
All terms used in this Series Supplement that are defined in
the Pass Through Agreement, either directly or by reference therein, have the
meanings assigned to them therein as supplemented by this Article I, if
applicable, except to the extent the context requires otherwise. Any such
defined term that is defined in the Pass Through Agreement as relating to a
particular Pass Through Trust or Series rather than to any Pass Through Trust
or Series generally shall, when used in this Series Supplement, relate solely
to the Federal Express Corporation Pass Through Trust, 1995-B1, or the Federal
Express Corporation 1995 Pass Through Certificates, Series B1, as the case may
be, whether or not expressly so stated herein.
"Aircraft" means each of the three Airbus A300F4-605R
aircraft, including the Engines (as such term is defined in the related
Participation Agreement) relating thereto, leased, or to be leased, by the
Owner Trustee to the Company pursuant to one of three separate Leases
(or, in the case of the aircraft in respect of Federal Express Corporation
Trust No. N663FE, to be purchased by the Company as provided, and under the
circumstances specified, in Section 3.07 hereof) and, collectively,
means all of the foregoing.
"Authenticating Agent" has the meaning set forth in Section 3.06
hereof.
"Certificate Account" means the Certificate Account specified in
Section 3.03 hereof.
"Certificateholders" means the Certificateholders of the Series
of Pass Through Certificates designated in Section 2.01 hereof.
"Collateral Account" means the Collateral Account
established pursuant to the Indenture for Federal Express Corporation
Trust No. N663FE into which the proceeds of sale of the related Equipment
Trust Certificates will be deposited.
"Cut-off Date for Pass Through Trust" is inapplicable.
"Delivery Date" means, for any Equipment Certificates, the
Refunding Date (as such term is defined in the related Participation Agreement)
for such Equipment Certificates.
"Equipment Certificates" means those Equipment Trust
Certificates listed in Schedule I hereto.
"Issuance Date" means the date defined as the Closing Time in
the Underwriting Agreement.
"Participation Agreements" means those Participation Agreements
listed in Schedule I hereto.
"Pass Through Certificates" means the Pass Through Certificates
designated in Section 2.01 hereof.
"Pass Through Trust," "this Pass Through Trust" and other like
words means the Pass Through Trust designated in Section 2.01 hereof.
"Paying Agent" means the Person specified as such in Section
3.06 hereof.
"Record Date" means any Record Date specified in Section 3.02
hereof.
"Registrar" means the Person specified as such in Section 3.06
hereof.
"Regular Distribution Date" means any Regular Distribution Date
specified in Section 3.01 hereof.
"Special Distribution Date" means, for any Special Payment, the
Special Distribution Date for such Special Payment specified in Section 3.01
hereof.
"Special Payments Account" means the Special Payments Account
specified in Section 3.03 hereof.
"Trust Property" means all money, instruments, including the
Equipment Certificates that have been issued by the related Owner Trustee and
delivered to and accepted by the Pass Through Trustee for the benefit of the
Certificateholders, and other property held as the property of this Pass
Through Trust, including all distributions thereon and proceeds thereof.
"Underwriters" means the several Underwriters named in the
Underwriting Agreement.
"Underwriting Agreement" means the Underwriting Agreement dated
October 26, 1995 among the Company and Xxxxxxx, Xxxxx & Co., X.X. Xxxxxx
Securities Inc. and Xxxxxx Xxxxxxx & Co. Incorporated.
ARTICLE II
DESIGNATIONS; TRUST FORMATION;
ISSUANCE OF PASS THROUGH CERTIFICATES
SECTION 2.01. Designations; Aggregate Amount. The Pass
Through Trust created hereby shall be designated Federal Express Corporation
Pass Through Trust, 1995-B1 (herein sometimes called this "Pass Through
Trust"). The Pass Through Certificates evidencing Fractional Undivided
Interests in such Pass Through Trust shall be designated as the Federal Express
Corporation 1995 Pass Through Certificates, Series B1 (herein sometimes called
the "Series B1 Pass Through Certificates"). The Series B1 Pass Through
Certificates shall be the only instruments evidencing a fractional undivided
interest in such Pass Through Trust.
Except as provided in Sections 2.08, 2.09 and 2.11 of the Pass
Through Agreement, the aggregate amount of Series B1 Pass Through Certificates
that may be authenticated, delivered and outstanding under this Series
Supplement is limited to $8,156,000.
SECTION 2.02. Declaration of Trust; Authorization. Each
initial Certificateholder, by its acceptance of any Series B1 Pass Through
Certificate is hereby deemed (1) as grantor, to join in the creation and
declaration of this Pass Through Trust and (2) as beneficiary of such Pass
Through Trust, to authorize and direct the Pass Through Trustee to execute and
deliver all documents to which the Pass Through Trustee is a party that may be
necessary or desirable to consummate the transactions contemplated hereby and
to exercise its rights and perform its duties under the Participation
Agreements, the Indentures, the Pass Through Agreement and this Series
Supplement.
The Pass Through Trustee hereby acknowledges and accepts this
grant of trust and declares that it will hold the Trust Property as Pass
Through Trustee upon this Pass Through Trust for the use and benefit of the
Certificateholders.
SECTION 2.03. Issuance of Pass Through Certificates. Subject
to the terms set forth herein, on the Issuance Date (i) the Company shall
direct the Underwriters to execute a wire transfer or intra-bank transfer to
the Pass Through Trustee in the amount of the total proceeds payable by such
Underwriters pursuant to the Underwriting Agreement with respect to the Series
B1 Pass Through Certificates and (ii) the Pass Through Trustee shall deliver
the Series B1 Pass Through Certificates to the Underwriters as provided in the
Underwriting Agreement upon receipt by the Pass Through Trustee of such
proceeds.
SECTION 2.04. Purchase of Equipment Certificates. On the
Issuance Date, the Pass Through Trustee shall purchase, in accordance with
Section 2.02 of the Pass Through Agreement, each of the Equipment Certificates
upon the satisfaction or waiver of the conditions for such purchase by the Pass
Through Trustee set forth in the related Participation Agreement.
SECTION 2.05. Representations and Warranties of the Company.
All of the representations and warranties of the Company set forth or
incorporated by reference in Section 1 of the Underwriting Agreement are
incorporated by reference in this Series Supplement as if set forth herein and
the Company represents and warrants that such representations and warranties
are true and correct on the date hereof, except to the extent that such
representations and warranties expressly relate solely to an earlier date or
later date (in which case such representations and warranties were correct on
and as of such earlier date or will be correct on and as of such later date,
as the case may be).
SECTION 2.06. Conditions Precedent. The obligations of the
Pass Through Trustee to participate in the transactions described in Sections
2.03 and 2.04 hereof are subject to (i) receipt by the Pass Through Trustee of
a certificate of the Company to the same effect as the certificate of the
Company delivered to the Underwriters pursuant to Section 5(c) of the
Underwriting Agreement, and (ii) satisfaction or waiver of the conditions for
the purchase by the Underwriters of the Pass Through Certificates set forth in
Section 5 of the Underwriting Agreement, which satisfaction or waiver for the
purposes hereof shall be conclusively demonstrated by the receipt by the Pass
Through Trustee of the total proceeds payable by such Underwriters pursuant to
the Underwriting Agreement with respect to the Series B1 Pass Through
Certificates.
SECTION 2.07. Acceptance of Appointment of Pass Through
Trustee. Chase represents and warrants that it is qualified to serve as
Pass Through Trustee and satisfies the criteria specified in Section 10.02
of the Pass Through Agreement for eligibility as a Pass Through Trustee.
Chase hereby agrees to serve as Pass Through Trustee for the Pass Through
Certificates and acknowledges its appointment as Pass Through Trustee in
accordance with the provisions of, and subject to all of the terms and
conditions set forth in, the Pass Through Agreement and this related Series
Supplement upon the execution and delivery of this Series Supplement.
ARTICLE III
DISTRIBUTION AND RECORD DATES;
CERTIFICATE AND SPECIAL PAYMENT ACCOUNTS;
CONCERNING AUTHENTICATING AGENT, PAYING AGENT AND REGISTRAR
AND THE CERTIFICATEHOLDERS
SECTION 3.01. Distribution Dates. The Regular Distribution
Date is March 19, 1996. The Special Distribution Date for any month in
which a Special Payment is to be distributed will be the second day of such
month, except that the Special Distribution Date for any Special Payment
received by the Pass Through Trustee in connection with a prepayment of any
Equipment Certificate pursuant to Section 6.02(a)(i), 6.02(a)(v) or, in the
case of the Indenture in respect of Federal Express Corporation Trust No.
N663FE, 6.02(a)(vi) of the related Indenture will correspond to the date of
the receipt of such Special Payment by the Pass Through Trustee. Notice of
such Special Payment shall be mailed as soon as practicable after receipt
by the Pass Through Trustee of the notice of such prepayment.
SECTION 3.02. Record Dates. The Record Date for the Regular
Distribution Date is March 4, 1996, and the Record Date for any Special
Distribution Date is the fifteenth day preceding such Special Distribution
Date, in any event, whether or not such date is a Business Day.
SECTION 3.03. Certificate Account and Special Payments
Account. In accordance with Section 5.01(a) of the Pass Through Agreement and
upon receipt of any Scheduled Payment, the Pass Through Trustee shall
immediately deposit such Scheduled Payment into the Certificate Account, a
separate and non-interest bearing account designated by the Pass Through
Trustee to be used for such purpose. In accordance with Section 5.01(b) of
the Pass Through Agreement and upon receipt of any Special Payment, the Pass
Through Trustee shall immediately deposit such Special Payment into the
Special Payments Account, a separate and, except as provided in Section 5.04
of the Pass Through Agreement, non-interest bearing account designated by the
Pass Through Trustee to be used for such purpose.
SECTION 3.04. Form of Pass Through Certificates. Subject to
Section 2.07 of the Pass Through Agreement, each of the Series B1 Pass Through
Certificates will be substantially in the form of Exhibit A hereto. The
Series B1 Pass Through Certificates will be issued pursuant to a book-entry
system in the form of one Registered Global Certificate and subject to the
conditions set forth in the Letter of Representations among the Company, the
Pass Through Trustee and The Depository Trust Company.
SECTION 3.05. Indenture Documents. The related Indenture
Documents are listed in Schedule I hereto.
SECTION 3.06. Appointment of Authenticating Agent; Paying
Agent and Registrar. (a) The Pass Through Trustee may appoint an
authenticating agent (the "Authenticating Agent") with respect to the Pass
Through Certificates which shall be authorized to act on behalf of the Pass
Through Trustee to authenticate the Pass Through Certificates issued upon
original issue and upon exchange or registration of transfer thereof or
pursuant to Section 2.09 of the Pass Through Agreement. Pass Through
Certificates so authenticated shall be entitled to the benefits of the Pass
Through Agreement and this Series Supplement and shall be valid and obligatory
for all purposes as if authenticated by the Pass Through Trustee. Whenever
reference is made in the Pass Through Agreement or this Series Supplement to
the authentication and delivery of Pass Through Certificates by the Pass
Through Trustee or the Pass Through Trustee's certificate of authentication,
such reference shall be deemed to include authentication and delivery on
behalf of the Pass Through Trustee by an Authenticating Agent and a
certificate of authentication executed on behalf of the Pass Through Trustee
by an Authenticating Agent.
(b) The Paying Agent, Registrar and Authenticating Agent for
the Series B1 Pass Through Certificates initially shall be The Chase Manhattan
Bank (National Association) ("Chase"), 4 Chase Xxxxxxxxx Xxxxxx, 0xx Xxxxx,
Xxxxxxxx, Xxx Xxxx 00000. Chase hereby represents and warrants to the Company
that it is qualified to serve as Paying Agent, Registrar and Authenticating
Agent under the provisions of, and subject to all of the terms and conditions
set forth in, the Pass Through Agreement and this related Series Supplement.
SECTION 3.07. Predelivery Funding. During the period between
the date of issuance of Equipment Certificates by the Owner Trustee in respect
of Federal Express Corporation Trust No. N663FE and the delivery date of the
related Aircraft, such Equipment Certificates will not be secured by such
Aircraft or the related Lease, but will be secured by the Collateral Account.
Pursuant to the related Indenture, the Owner Trustee will deposit the proceeds
from the sale of the related Equipment Certificates into the Collateral
Account for the benefit of the related Indenture Trustee. Sums deposited in
the Collateral Account will be invested in direct obligations of the United
States of America or obligations fully guaranteed by the United States of
America and the Company will pay to the Indenture Trustee on demand any losses
on such investments. On the delivery date of such Aircraft, upon satisfaction
or waiver of the conditions to the Indenture Trustee's release of amounts in
the Collateral Account, the Indenture Trustee will release such amounts. Such
amounts will be applied by the Indenture Trustee in accordance with the
related Participation Agreement to pay a portion of the purchase price for
such Aircraft on the delivery date thereof.
The Company will pay to the Indenture Trustee on such delivery
date the excess, if any, of the portion of the purchase price for such Aircraft
required to be paid by the Indenture Trustee over the amounts released from the
Collateral Account net of investment earnings (which will be paid to the
Company). The Company is obligated to cause the proceeds of the Equipment
Certificates to be utilized to acquire such Aircraft in all circumstances
other than the failure of the manufacturer to deliver such Aircraft.
Accordingly, if the related Owner Participant does not make available its
portion of the purchase price on the delivery date of such Aircraft or the
Company does not enter into the related Lease on or prior to December 29, 1995
for any reason other than the failure of the manufacturer to deliver such
Aircraft, the Company will purchase such Aircraft and assume on a fully
recourse basis all of the obligations of the Owner Trustee under the related
Equipment Certificates pursuant to an indenture containing terms substantially
identical to those contained in the Leases and Indentures in respect of
Federal Express Corporation Trust No. N660FE and Federal Express Corporation
Trust No. N661FE. In such case, the Indenture Trustee will release the
amounts in the Collateral Account to the Company to pay a portion of the
purchase price for such Aircraft.
SECTION 3.08. ERISA. Any Person who is, or who in acquiring a
Pass Through Certificate is or may be using the assets of, an employee benefit
plan subject to Title I of The Employee Retirement Income Security Act of 1974,
as amended ("ERISA"), or an individual retirement account or plan subject to
Section 4975 of the Code, or any trust established under any such plan or
account, may acquire or hold any of the Pass Through Certificates, if such
Person determines either that an administrative or a statutory exemption from
the prohibited transaction rules under Section 406 of ERISA and Section 4975
of the Code is applicable to its purchase and holding of a Pass Through
Certificate or that its purchase and holding of a Pass Through Certificate
will not result in a prohibited transaction under Section 406 of ERISA and
Section 4975 of the Code.
SECTION 3.09. Registered Global Certificate. The Series B1
Pass Through Certificates are to be issued in whole in the form of a
Registered Global Certificate, and Section 2.12 of the Pass Through Agreement
shall, accordingly, be applicable. The Depository for the Registered Global
Certificate and the Letter of Representations is The Depository Trust Company.
ARTICLE IV
MISCELLANEOUS
SECTION 4.01. Governing Law; Counterpart Form. AS PROVIDED
IN SECTION 13.14 OF THE PASS THROUGH AGREEMENT, THIS SERIES SUPPLEMENT AND
EACH SERIES B1 PASS THROUGH CERTIFICATE SHALL IN ALL RESPECTS BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK, INCLUDING
ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE.
This Series Supplement may be executed by the parties hereto in
separate counterparts, each of which when so executed and delivered shall be an
original, but all such counterparts shall together constitute but one and the
same instrument.
SECTION 4.02. Reports by the Company. In addition to the
reports required to be provided by the Company pursuant to Section 4.03 of the
Pass Through Agreement, the Company agrees to furnish to the Pass Through
Trustee from time to time, such other financial information as the Pass
Through Trustee may reasonably request.
SECTION 4.03. Modification and Ratification of Pass Through
Agreement. The Pass Through Agreement is incorporated herein by reference in
its entirety, and shall be deemed to be a part of this Series Supplement as if
set forth in full herein, and is in all respects ratified and confirmed, as
supplemented and modified by this Series Supplement.
SECTION 4.04. Termination. In no event shall this Pass Through
Trust continue beyond the expiration of 21 years after the death of the last
survivor of Xxxxxx Xxxxxx, Governor of New York State, living on the date of
this Series Supplement.
IN WITNESS WHEREOF, the parties have caused their names to be
signed hereto by their respective officers thereunto duly authorized, all on
the day and year first above written.
FEDERAL EXPRESS CORPORATION
By: _________________________________________
Name: Xxxxxx X. Xxxxxxx
Title:Assistant Treasurer and Managing
Director - Structured Finance
THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION),
as Pass Through Trustee
By: _________________________________________
Name:
Title:
Exhibit A
to
Series Supplement
FORM OF PASS THROUGH CERTIFICATE
THIS IS A REGISTERED GLOBAL CERTIFICATE REFERRED TO IN
SECTION 2.12 OF THE PASS THROUGH TRUST AGREEMENT.
Unless this pass through certificate is presented by an
authorized representative of The Depository Trust Company, a New York
corporation ("DTC"), to the Pass Through Trustee or its agent for
registration or transfer, exchange or payment, and any certificate issued
is registered in the name of Cede & Co. or in such other name as is
requested by an authorized representative of DTC (and any payment is made
to Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE THEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered
owner hereof, Cede & Co., has an interest herein.
FEDERAL EXPRESS CORPORATION PASS THROUGH TRUST, 1995-B1
1995 Pass Through Certificate, Series B1
CUSIP 31331F-AM3
Final Regular Distribution Date: March 19, 1996
evidencing a fractional undivided interest in a pass through trust,
the property of which includes certain Equipment Certificates.
Certificate No. _______
Applicable interest rate on Equipment Certificates held in
Pass Through Trust, 1995-B1: 6.05%.
$___________ Fractional Undivided Interest representing _______ of the Pass
Through Trust per $1,000 face amount.
THIS CERTIFIES THAT CEDE & CO., for value received, is the
registered owner of a $_________ (_____________ dollars) Fractional Undivided
Interest in the Federal Express Corporation Pass Through Trust, 1995-B1 (the
"Pass Through Trust") created and declared by The Chase Manhattan Bank
(National Association), as pass through trustee (the "Pass Through Trustee"),
pursuant to the Pass Through Trust Agreement dated as of February 1, 1993, as
amended and restated as of October 1, 1995 (the "Pass Through Agreement"), as
supplemented by Series Supplement 1995-B1 thereto dated October 31, 1995 (the
"Series Supplement") between the Pass Through Trustee and Federal Express
Corporation, a Delaware corporation (the "Company"), a summary of certain of
the pertinent provisions of which is set forth below. To the extent not
otherwise defined herein, the capitalized terms used herein have the meanings
assigned to them in the Pass Through Agreement and the Series Supplement.
This Pass Through Certificate is one of the duly authorized Pass
Through Certificates designated as "Federal Express Corporation 1995 Pass
Through Certificates, Series B1." This Pass Through Certificate is issued under
and is subject to the terms, provisions, and conditions of the Pass Through
Agreement and the Series Supplement, to which the Certificateholder of this
Pass Through Certificate by virtue of the acceptance hereof assents and by
which such Certificateholder is bound. The property of the Pass Through Trust
(the "Trust Property") includes certain Equipment Certificates (the "Equipment
Certificates"). Each series of Equipment Certificates is secured by a security
interest in (A) an aircraft leased to or owned by the Company and, in the case
of a leased aircraft, an assignment of the rights of the Related Owner Trustee
with respect to such aircraft, including the right to receive rent and other
amounts payable under the related Lease or Indenture with respect to such
aircraft or (B) a collateral account holding securities purchased with the
proceeds of the sale of such series of Equipment Certificates. The
Certificateholders have no rights, benefits or interests in respect of any
other separate trust established pursuant to the terms of the Pass Through
Agreement for any other series of Pass Through Certificates issued pursuant
thereto.
Subject to and in accordance with the terms of the Pass Through
Agreement and the Series Supplement, from funds then available to the Pass
Through Trustee, there will be distributed on March 19, 1996 (the "Regular
Distribution Date"), to the Person in whose name this Pass Through Certificate
is registered at the close of business on the 15th day preceding the applicable
Regular Distribution Date, an amount in respect of the Scheduled Payments on
the Equipment Certificates due on such Regular Distribution Date, equal to the
product of the percentage interest in the Pass Through Trust evidenced by this
Pass Through Certificate and an amount equal to the sum of such Scheduled
Payments. Subject to and in accordance with the terms of the Pass Through
Agreement and the Series Supplement, if Special Payments on the Equipment
Certificates are received by the Pass Through Trustee, from funds then
available to the Pass Through Trustee, there shall be distributed on the
applicable Special Distribution Date, to the Person in whose name this Pass
Through Certificate is registered at the close of business on the 15th day
preceding such Special Distribution Date, an amount in respect of such Special
Payments on the Equipment Certificates, equal to the product of the percentage
interest in the Pass Through Trust evidenced by this Pass Through Certificate
and an amount equal to the sum of such Special Payments so received.
If a Distribution Date is not a Business Day, distribution
shall be made on the immediately following Business Day with the same force
and effect as if made on such Distribution Date and no interest shall accrue
during the intervening period. The Special Distribution Date shall be the
second day of the month determined as provided in the Pass Through Agreement
and the Series Supplement, except in certain circumstances, in which case it
will be the date of receipt of proceeds by the Pass Through Trustee as
provided in the Series Supplement. The Pass Through Trustee shall mail notice
of each Special Payment and the Special Distribution Date therefor to the
Certificateholder of this Pass Through Certificate.
Distributions on this Pass Through Certificate will be made by
the Pass Through Trustee to the Person entitled thereto, without the
presentation or surrender of this Pass Through Certificate or the making of
any notation hereon. Except as otherwise provided in the Pass Through
Agreement and notwithstanding the above, the final distribution on this Pass
Through Certificate will be made after notice is mailed by the Pass Through
Trustee of the pendency of such distribution and only upon presentation and
surrender of this Pass Through Certificate at the office or agency of the Pass
Through Trustee specified in such notice.
Any Person who is, or who in acquiring this Pass Through
Certificate is or may be using the assets of, an employee benefit plan subject
to Title I of The Employee Retirement Income Security Act of 1974, as amended
("ERISA"), or an individual retirement account or plan subject to Section 4975
of the Code, or any trust established under any such plan or account, may
acquire or hold any of the Pass Through Certificates, if such Person
determines either that an administrative or a statutory exemption from the
prohibited transaction rules under Section 406 of ERISA and Section 4975 of
the Code is applicable to its purchase and holding of this Pass Through
Certificate or that its purchase and holding of this Pass Through Certificate
will not result in a prohibited transaction under Section 406 of ERISA and
Section 4975 of the Code.
This Pass Through Certificate shall be governed by and
construed in accordance with the laws of the State of New York.
Reference is hereby made to the further provisions of this Pass
Through Certificate set forth on the reverse hereof, which further provisions
shall for all purposes have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been
executed by the Pass Through Trustee, by manual signature, this Pass Through
Certificate shall not be entitled to any benefit under the Pass Through Trust
or be valid for any purpose.
IN WITNESS WHEREOF, the Pass Through Trustee has caused this
Pass Through Certificate to be duly executed.
FEDERAL EXPRESS CORPORATION
PASS THROUGH TRUST, 1995-B1
By: THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION)
as Pass Through Trustee
By: ________________________________
Authorized Signatory
[FORM OF THE PASS THROUGH TRUSTEE'S CERTIFICATE OF AUTHENTICATION]
Dated:
This is one of the Pass Through Certificates referred to in the
within-mentioned Pass Through Agreement and the Series Supplement.
THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION)
as Pass Through Trustee
By: ________________________________
Authorized Signatory
[Reverse of Pass Through Certificate]
The Pass Through Certificates do not represent a direct obligation
of, or an obligation guaranteed by, or an interest in, the Company or the Pass
Through Trustee or any affiliate thereof. The Pass Through Certificates are
limited in right of payment, all as more specifically set forth on the face
hereof and in the Pass Through Agreement and the Series Supplement. All
payments or distributions made to Certificateholders under the Pass Through
Agreement shall be made only from the Trust Property and only to the extent
that the Pass Through Trustee shall have sufficient income or proceeds from
the Trust Property to make such payments in accordance with the terms of the
Pass Through Agreement and the Series Supplement. Each Certificateholder of
this Pass Through Certificate, by its acceptance hereof, agrees that it will
look solely to the income and proceeds from the Trust Property to the extent
available for distribution to such Certificateholder as provided in the Pass
Through Agreement and the Series Supplement. In connection with withholding
taxes, under certain circumstances the Pass Through Trustee may retain certain
amounts otherwise distributable to a Certificateholder. The purchase by any
Certificateholder of any Pass Through Certificate constitutes the consent of
such Certificateholder to such retention in accordance with the terms of the
Pass Through Agreement. This Pass Through Certificate does not purport to
summarize the Pass Through Agreement and the Series Supplement and reference
is made to the Pass Through Agreement and the Series Supplement for
information with respect to the interests, rights, benefits, obligations,
proceeds, and duties evidenced hereby. A copy of the Pass Through Agreement
may be examined by any Certificateholder upon request during normal business
hours at the principal office of the Pass Through Trustee, and at such other
places designated by the Pass Through Trustee.
As of the date of issuance of this Pass Through Certificate, and
assuming that no prepayment or default in respect of payment on the Equipment
Certificates shall occur, the aggregate scheduled repayments of principal on
the Equipment Certificates for the Pass Through Trust and the resulting Pool
Factors for the Pass Through Trust after taking into account each such
repayment are set forth below:
Pass Through Trust, 1995-B1
Scheduled Principal
Payments on
Regular Equipment Trust
Distribution Date Certificates Pool Factor
----------------- --------------------------- -----------
March 19, 1996 $ 8,156,000 0.0000000
The Pass Through Agreement and the Series Supplement permit , with
certain exceptions provided therein, the amendment thereof and the
modification of the rights and obligations of the Company and the rights of
the Certificateholders under the Pass Through Trust at any time by the Company
and the Pass Through Trustee with the consent of the Majority In Interest of
Certificateholders in the Pass Through Trust. Any such consent by the
Certificateholder of this Pass Through Certificate shall be conclusive and
binding on such Certificateholder and upon all future Certificateholders of
this Pass Through Certificate and of any Pass Through Certificate issued upon
the transfer hereof or in exchange hereof or in lieu hereof whether or not
notation of such consent is made upon this Pass Through Certificate. The Pass
Through Agreement and the Series Supplement also permit the amendment thereof,
in certain limited circumstances, without the consent of the
Certificateholders of any of the Pass Through Certificates.
As provided in the Pass Through Agreement and the Series Supplement
and subject to certain limitations set forth therein, the transfer of this
Pass Through Certificate is registrable in the Register upon surrender of this
Pass Through Certificate for registration of transfer to the Pass Through
Trustee in its capacity as Registrar, or by any successor Registrar, duly
endorsed or accompanied by a written instrument of transfer in form
satisfactory to the Pass Through Trustee and the Registrar duly executed by
the Certificateholder hereof or such Certificateholder's attorney duly
authorized in writing, and thereupon one or more new Pass Through Certificates
of authorized denominations evidencing the same aggregate Fractional Undivided
Interest in the Pass Through Trust will be issued to the designated transferee
or transferees.
The Pass Through Certificates are issuable only as registered Pass
Through Certificates without coupons in minimum denominations of $1,000
Fractional Undivided Interest and integral multiples thereof. As provided in
the Pass Through Agreement and the Series Supplement and subject to certain
limitations set forth therein, the Pass Through Certificates are exchangeable
for new Pass Through Certificates of authorized denominations evidencing the
same aggregate Fractional Undivided Interest in the Pass Through Trust, as
requested by the Certificateholder surrendering the same.
No service charge will be made for any such registration of transfer
or exchange, but the Pass Through Trustee may require payment of a sum
sufficient to cover any tax or governmental charge payable in connection
therewith.
The Pass Through Trustee, the Registrar, and any agent of the Pass
Through Trustee or the Registrar may treat the person in whose name this Pass
Through Certificate is registered as the owner hereof for all purposes, and
neither the Pass Through Trustee, the Registrar, nor any such agent shall be
affected by any notice to the contrary.
The obligations and responsibilities created by the Pass Through
Agreement and the Series Supplement and the Pass Through Trust created thereby
shall terminate upon the distribution to Certificateholders of all amounts
required to be distributed to them pursuant to the Pass Through Agreement and
the Series Supplement and the disposition of all property held as part of the
Trust Property.
Schedule I
to
Series Supplement
Federal Express Corporation
Pass Through Trust, 1995-B1
Equipment Certificates;
Related Indenture Documents
1. Equipment Trust Certificates (Federal Express Corporation Trust No.
N660FE):
Interest Rate: 6.05%
Maturity: March 19, 1996
Principal Amount: $3,668,000
Related Indenture Documents:
Trust Indenture and Security Agreement (Federal Express Corporation Trust
No. N660FE) dated as of September 1, 1995, amended and restated as of
October 26, 1995, between NBD Bank, as Owner Trustee, and The Chase
Manhattan Bank (National Association), as Indenture Trustee;
Trust Indenture and Security Agreement Supplement No. 1 (Federal Express
Corporation Trust No. N660FE) dated September 20, 1995, between NBD Bank, as
Owner Trustee, and The Chase Manhattan Bank (National Association), as
Indenture Trustee;
Participation Agreement (Federal Express Corporation Trust No. N660FE)
dated as of September 1, 1995, amended and restated as of October 26, 1995,
among Federal Express Corporation, as Lessee, Chrysler Capital Corporation,
as Owner Participant, NBD Bank, as Owner Trustee, The Chase Manhattan Bank
(National Association), as Indenture Trustee, The Chase Manhattan Bank
(National Association), as Pass Through Trustee and The Chase Manhattan
Bank (National Association), Bank of America NT & SA, CIBC Inc. and The
First National Bank of Chicago, as Original Loan Participants;
Trust Agreement (Federal Express Corporation Trust No. N660FE) dated as of
September 1, 1995, amended and restated as of October 26, 1995, between
Chrysler Capital Corporation, as Owner Participant and NBD Bank, as Owner
Trustee;
Lease Agreement (Federal Express Corporation Trust No. N660FE) dated as of
September 1, 1995, amended and restated as of October 26, 1995, between NBD
Bank, as Owner Trustee and Lessor, and Federal Express Corporation, as
Lessee; and
Lease Supplement No. 1 (Federal Express Corporation Trust No. N660FE) dated
September 20, 1995, between NBD Bank, as Owner Trustee and Lessor, and
Federal Express Corporation, as Lessee.
2. Equipment Trust Certificates (Federal Express Corporation Trust No.
N661FE):
N/A
3. Equipment Trust Certificates (Federal Express Corporation Trust No.
N663FE):
Interest Rate: 6.05%
Maturity: March 19, 1996
Principal Amount: $4,488,000
Related Indenture Documents:
Trust Indenture and Security Agreement (Federal Express Corporation Trust
No. N663FE) dated as of October 26, 1995, between NBD Bank, as Owner
Trustee, and The Chase Manhattan Bank (National Association), as Indenture
Trustee;
Participation Agreement (Federal Express Corporation Trust No. N663FE)
dated as of October 26, 1995, among Federal Express Corporation, as Lessee,
Chrysler Capital Corporation, as Owner Participant, NBD Bank, as Owner
Trustee, The Chase Manhattan Bank (National Association), as Indenture
Trustee and The Chase Manhattan Bank (National Association), as Pass
Through Trustee;
Trust Agreement (Federal Express Corporation Trust No. N663FE) dated as of
October 26, 1995, between Chrysler Capital Corporation, as Owner
Participant and NBD Bank, as Owner Trustee; and
Lease Agreement (Federal Express Corporation Trust No. N663FE) dated as of
October 26, 1995, between NBD Bank, as Owner Trustee and Lessor, and Federal
Express Corporation, as Lessee.
__________________________________________
SERIES SUPPLEMENT 1995-B2
Dated October 31, 1995
Between
THE CHASE MANHATTAN BANK (NATIONAL ASSOCIATION)
as Pass Through Trustee,
and
FEDERAL EXPRESS CORPORATION
to
PASS THROUGH TRUST AGREEMENT
Dated as of February 1, 1993
As Amended and Restated as of October 1, 1995
$135,546,000
Federal Express Corporation
Pass Through Trust, 1995-B2
Federal Express Corporation
1995 Pass Through Certificates,
Series B2
__________________________________________
TABLE OF CONTENTS
Page
RECITALS............................................................. 1
ARTICLE I
CERTAIN DEFINITIONS
ARTICLE II
DESIGNATIONS; TRUST FORMATION;
ISSUANCE OF PASS THROUGH CERTIFICATES
SECTION 2.01. Designations; Aggregate Amount................... 4
SECTION 2.02. Declaration of Trust; Authorization.............. 5
SECTION 2.03. Issuance of Pass Through Certificates............ 5
SECTION 2.04. Purchase of Equipment Certificates............... 5
SECTION 2.05. Representations and Warranties of the Company.... 5
SECTION 2.06. Conditions Precedent............................. 6
SECTION 2.07. Acceptance of Appointment of Pass Through
Trustee........................................ 6
ARTICLE III
DISTRIBUTION AND RECORD DATES;
CERTIFICATE AND SPECIAL PAYMENT ACCOUNTS;
CONCERNING AUTHENTICATING AGENT, PAYING AGENT AND REGISTRAR
AND THE CERTIFICATEHOLDERS
SECTION 3.01. Distribution Dates............................... 6
SECTION 3.02. Record Dates..................................... 7
SECTION 3.03. Certificate Account and Special Payments Account. 7
SECTION 3.04. Form of Pass Through Certificates................ 7
SECTION 3.05. Indenture Documents.............................. 7
SECTION 3.06. Appointment of Authenticating Agent; Paying
Agent and Registrar.......................... 7
SECTION 3.07. Predelivery Funding.............................. 8
SECTION 3.08. ERISA............................................ 9
SECTION 3.09. Registered Global Certificate.................... 9
ARTICLE IV
MISCELLANEOUS
SECTION 4.01. Governing Law; Counterpart Form.................. 9
SECTION 4.02. Reports by the Company........................... 9
SECTION 4.03. Modification and Ratification of Pass Through
Agreement.................................. 10
SECTION 4.04. Termination...................................... 10
EXHIBIT A Form of Pass Through Certificate
SCHEDULE I Equipment Certificates; Related Indenture Documents
SERIES SUPPLEMENT 1995-B2
SERIES SUPPLEMENT 1995-B2, dated October 31, 1995 (this "Series
Supplement"), between FEDERAL EXPRESS CORPORATION, a Delaware corporation (the
"Company") and THE CHASE MANHATTAN BANK (NATIONAL ASSOCIATION), a national
banking association organized under the laws of the United States of America,
as Pass Through Trustee (the "Pass Through Trustee"), to the Pass Through
Trust Agreement, dated as of February 1, 1993, as amended and restated as of
October 1, 1995 (the "Pass Through Agreement"), between the Company and
NationsBank, National Association (Carolinas) (formerly known as NationsBank
of South Carolina, National Association), a national banking association.
RECITALS
WHEREAS, capitalized terms used herein shall have the respective
meanings set forth or referred to in Article I hereof;
WHEREAS, Section 2.01 of the Pass Through Agreement provides,
among other things, that the Company and the Pass Through Trustee may execute
and deliver one or more series supplements, each for the purpose of forming a
separate pass through trust for the benefit of the certificateholders of the
series of pass through certificates to be issued pursuant to such pass through
trust, appointing an institution to act as Pass Through Trustee if different
from the institution executing the Pass Through Agreement, establishing
certain terms of such pass through certificates, and pursuant to which the
pass through certificates of such series shall be executed and authenticated
by the Pass Through Trustee and delivered as directed by the Company;
WHEREAS, pursuant to the Participation Agreements, the Company
has agreed to cause the Equipment Certificates to be issued and sold to the
Pass Through Trustee, and the Pass Through Trustee has agreed to purchase the
Equipment Certificates, which will be held in trust as Trust Property for the
benefit of the Certificateholders;
WHEREAS, in order to facilitate such sale, the Company has
agreed, pursuant to the Underwriting Agreement, to cause the Pass Through
Trustee to issue and sell the Pass Through Certificates to the Underwriters;
WHEREAS, pursuant to the Pass Through Agreement and the terms
of this Series Supplement, the Pass Through Trustee will execute, authenticate
and deliver the Pass Through Certificates to the Underwriters upon receipt by
the Pass Through Trustee of the purchase price therefor, which will be applied
in accordance with this Series Supplement to purchase the Equipment
Certificates;
WHEREAS, the Pass Through Trustee hereby declares the creation
of this Pass Through Trust for the benefit of the Certificateholders, and the
initial Certificateholders of such Pass Through Certificates, as the grantors
of such Pass Through Trust, by their respective acceptances of such Pass
Through Certificates, join in the creation of such Pass Through Trust;
WHEREAS, to facilitate the sale of the Equipment Certificates
to, and the purchase of the Equipment Certificates by, the Pass Through
Trustee on behalf of this Pass Through Trust, the Company has duly authorized
the execution and delivery of this Series Supplement as the "issuer," as such
term is defined in and solely for purposes of the Securities Act, of the Pass
Through Certificates and as the "obligor," as such term is defined in and
solely for purposes of the Trust Indenture Act, with respect to all such Pass
Through Certificates; and
WHEREAS, this Series Supplement is subject to the provisions of
the Trust Indenture Act and shall, to the extent applicable, be governed by
such provisions;
IT IS HEREBY COVENANTED AND AGREED by and between the parties
hereto as follows:
ARTICLE I
CERTAIN DEFINITIONS
All terms used in this Series Supplement that are defined in
the Pass Through Agreement, either directly or by reference therein, have the
meanings assigned to them therein as supplemented by this Article I, if
applicable, except to the extent the context requires otherwise. Any such
defined term that is defined in the Pass Through Agreement as relating to a
particular Pass Through Trust or Series rather than to any Pass Through Trust
or Series generally shall, when used in this Series Supplement, relate solely
to the Federal Express Corporation Pass Through Trust, 1995-B2, or the Federal
Express Corporation 1995 Pass Through Certificates, Series B2, as the case may
be, whether or not expressly so stated herein.
"Aircraft" means each of the three Airbus A300F4-605R
aircraft, including the Engines (as such term is defined in the related
Participation Agreement) relating thereto, leased, or to be leased, by the
Owner Trustee to the Company pursuant to one of three separate Leases
(or, in the case of the aircraft in respect of Federal Express Corporation
Trust No. N663FE, to be purchased by the Company as provided, and under the
circumstances specified, in Section 3.07 hereof) and, collectively, means
all of the foregoing.
"Authenticating Agent" has the meaning set forth in Section 3.06
hereof.
"Certificate Account" means the Certificate Account specified in
Section 3.03 hereof.
"Certificateholders" means the Certificateholders of the Series
of Pass Through Certificates designated in Section 2.01 hereof.
"Collateral Account" means the Collateral Account
established pursuant to the Indenture for Federal Express Corporation
Trust No. N663FE into which the proceeds of sale of the related Equipment
Trust Certificates will be deposited.
"Cut-off Date for Pass Through Trust" is inapplicable.
"Delivery Date" means, for any Equipment Certificates, the
Refunding Date (as such term is defined in the related Participation Agreement)
for such Equipment Certificates.
"Equipment Certificates" means those Equipment Trust
Certificates listed in Schedule I hereto.
"Issuance Date" means the date defined as the Closing Time in
the Underwriting Agreement.
"Participation Agreements" means those Participation Agreements
listed in Schedule I hereto.
"Pass Through Certificates" means the Pass Through Certificates
designated in Section 2.01 hereof.
"Pass Through Trust," "this Pass Through Trust" and other like
words means the Pass Through Trust designated in Section 2.01 hereof.
"Paying Agent" means the Person specified as such in Section
3.06 hereof.
"Record Date" means any Record Date specified in Section 3.02
hereof.
"Registrar" means the Person specified as such in Section 3.06
hereof.
"Regular Distribution Date" means any Regular Distribution Date
specified in Section 3.01 hereof.
"Special Distribution Date" means, for any Special Payment, the
Special Distribution Date for such Special Payment specified in Section 3.01
hereof.
"Special Payments Account" means the Special Payments Account
specified in Section 3.03 hereof.
"Trust Property" means all money, instruments, including the
Equipment Certificates that have been issued by the related Owner Trustee and
delivered to and accepted by the Pass Through Trustee for the benefit of the
Certificateholders, and other property held as the property of this Pass
Through Trust, including all distributions thereon and proceeds thereof.
"Underwriters" means the several Underwriters named in the
Underwriting Agreement.
"Underwriting Agreement" means the Underwriting Agreement dated
October 26, 1995 among the Company and Xxxxxxx, Xxxxx & Co., X.X. Xxxxxx
Securities Inc. and Xxxxxx Xxxxxxx & Co. Incorporated.
ARTICLE II
DESIGNATIONS; TRUST FORMATION;
ISSUANCE OF PASS THROUGH CERTIFICATES
SECTION 2.01. Designations; Aggregate Amount. The Pass Through
Trust created hereby shall be designated Federal Express Corporation Pass
Through Trust, 1995-B2 (herein sometimes called this "Pass Through Trust").
The Pass Through Certificates evidencing Fractional Undivided Interests in
such Pass Through Trust shall be designated as the Federal Express
Corporation 1995 Pass Through Certificates, Series B2 (herein sometimes
called the "Series B2 Pass Through Certificates"). The Series B2 Pass
Through Certificates shall be the only instruments evidencing a fractional
undivided interest in such Pass Through Trust.
Except as provided in Sections 2.08, 2.09 and 2.11 of the Pass
Through Agreement, the aggregate amount of Series B2 Pass Through Certificates
that may be authenticated, delivered and outstanding under this Series
Supplement is limited to $135,546,000.
SECTION 2.02. Declaration of Trust; Authorization. Each
initial Certificateholder, by its acceptance of any Series B2 Pass Through
Certificate is hereby deemed (1) as grantor, to join in the creation and
declaration of this Pass Through Trust and (2) as beneficiary of such Pass
Through Trust, to authorize and direct the Pass Through Trustee to execute and
deliver all documents to which the Pass Through Trustee is a party that may be
necessary or desirable to consummate the transactions contemplated hereby and
to exercise its rights and perform its duties under the Participation
Agreements, the Indentures, the Pass Through Agreement and this Series
Supplement.
The Pass Through Trustee hereby acknowledges and accepts this
grant of trust and declares that it will hold the Trust Property as Pass
Through Trustee upon this Pass Through Trust for the use and benefit of the
Certificateholders.
SECTION 2.03. Issuance of Pass Through Certificates. Subject
to the terms set forth herein, on the Issuance Date (i) the Company shall
direct the Underwriters to execute a wire transfer or intra-bank transfer to
the Pass Through Trustee in the amount of the total proceeds payable by such
Underwriters pursuant to the Underwriting Agreement with respect to the Series
B2 Pass Through Certificates and (ii) the Pass Through Trustee shall deliver
the Series B2 Pass Through Certificates to the Underwriters as provided in the
Underwriting Agreement upon receipt by the Pass Through Trustee of such
proceeds.
SECTION 2.04. Purchase of Equipment Certificates. On the
Issuance Date, the Pass Through Trustee shall purchase, in accordance with
Section 2.02 of the Pass Through Agreement, each of the Equipment Certificates
upon the satisfaction or waiver of the conditions for such purchase by the Pass
Through Trustee set forth in the related Participation Agreement.
SECTION 2.05. Representations and Warranties of the Company.
All of the representations and warranties of the Company set forth or
incorporated by reference in Section 1 of the Underwriting Agreement are
incorporated by reference in this Series Supplement as if set forth herein and
the Company represents and warrants that such representations and warranties
are true and correct on the date hereof, except to the extent that such
representations and warranties expressly relate solely to an earlier date or
later date (in which case such representations and warranties were correct on
and as of such earlier date or will be correct on and as of such later date,
as the case may be).
SECTION 2.06. Conditions Precedent. The obligations of the
Pass Through Trustee to participate in the transactions described in Sections
2.03 and 2.04 hereof are subject to (i) receipt by the Pass Through Trustee of
a certificate of the Company to the same effect as the certificate of the
Company delivered to the Underwriters pursuant to Section 5(c) of the
Underwriting Agreement, and (ii) satisfaction or waiver of the conditions for
the purchase by the Underwriters of the Pass Through Certificates set forth in
Section 5 of the Underwriting Agreement, which satisfaction or waiver for the
purposes hereof shall be conclusively demonstrated by the receipt by the Pass
Through Trustee of the total proceeds payable by such Underwriters pursuant to
the Underwriting Agreement with respect to the Series B2 Pass Through
Certificates.
SECTION 2.07. Acceptance of Appointment of Pass Through
Trustee. Chase represents and warrants that it is qualified to serve as Pass
Through Trustee and satisfies the criteria specified in Section 10.02 of the
Pass Through Agreement for eligibility as a Pass Through Trustee. Chase hereby
agrees to serve as Pass Through Trustee for the Pass Through Certificates and
acknowledges its appointment as Pass Through Trustee in accordance with the
provisions of, and subject to all of the terms and conditions set forth in,
the Pass Through Agreement and this related Series Supplement upon the
execution and delivery of this Series Supplement.
ARTICLE III
DISTRIBUTION AND RECORD DATES;
CERTIFICATE AND SPECIAL PAYMENT ACCOUNTS;
CONCERNING AUTHENTICATING AGENT, PAYING AGENT AND REGISTRAR
AND THE CERTIFICATEHOLDERS
SECTION 3.01. Distribution Dates. The Regular Distribution
Dates are March 19, 1996 and thereafter on each January 2 and July 2,
commencing on July 2, 1996. The Special Distribution Date for any month in
which a Special Payment is to be distributed will be the second day of such
month, except that the Special Distribution Date for any Special Payment
received by the Pass Through Trustee in connection with a prepayment of any
Equipment Certificate pursuant to Section 6.02(a)(i), 6.02(a)(v) or, in the
case of the Indenture in respect of Federal Express Corporation Trust No.
N663FE, 6.02(a)(vi) of the related Indenture will correspond to the date of
the receipt of such Special Payment by the Pass Through Trustee. Notice of
such Special Payment shall be mailed as soon as practicable after receipt
by the Pass Through Trustee of the notice of such prepayment.
SECTION 3.02. Record Dates. The Record Dates for the Regular
Distribution Dates are March 4, 1996, December 18 and June 17, respectively,
and the Record Date for any Special Distribution Date is the fifteenth day
preceding such Special Distribution Date, in any event, whether or not such
date is a Business Day.
SECTION 3.03. Certificate Account and Special Payments
Account. In accordance with Section 5.01(a) of the Pass Through Agreement and
upon receipt of any Scheduled Payment, the Pass Through Trustee shall
immediately deposit such Scheduled Payment into the Certificate Account, a
separate and non-interest bearing account designated by the Pass Through
Trustee to be used for such purpose. In accordance with Section 5.01(b) of
the Pass Through Agreement and upon receipt of any Special Payment, the Pass
Through Trustee shall immediately deposit such Special Payment into the
Special Payments Account, a separate and, except as provided in Section 5.04
of the Pass Through Agreement, non-interest bearing account designated by the
Pass Through Trustee to be used for such purpose.
SECTION 3.04. Form of Pass Through Certificates. Subject to
Section 2.07 of the Pass Through Agreement, each of the Series B2 Pass Through
Certificates will be substantially in the form of Exhibit A hereto. The
Series B2 Pass Through Certificates will be issued pursuant to a book-entry
system in the form of one Registered Global Certificate and subject to the
conditions set forth in the Letter of Representations among the Company, the
Pass Through Trustee and The Depository Trust Company.
SECTION 3.05. Indenture Documents. The related Indenture
Documents are listed in Schedule I hereto.
SECTION 3.06. Appointment of Authenticating Agent; Paying
Agent and Registrar. (a) The Pass Through Trustee may appoint an
authenticating agent (the "Authenticating Agent") with respect to the Pass
Through Certificates which shall be authorized to act on behalf of the Pass
Through Trustee to authenticate the Pass Through Certificates issued upon
original issue and upon exchange or registration of transfer thereof or
pursuant to Section 2.09 of the Pass Through Agreement. Pass Through
Certificates so authenticated shall be entitled to the benefits of the Pass
Through Agreement and this Series Supplement and shall be valid and obligatory
for all purposes as if authenticated by the Pass Through Trustee. Whenever
reference is made in the Pass Through Agreement or this Series Supplement to
the authentication and delivery of Pass Through Certificates by the Pass
Through Trustee or the Pass Through Trustee's certificate of authentication,
such reference shall be deemed to include authentication and delivery on
behalf of the Pass Through Trustee by an Authenticating Agent and a
certificate of authentication executed on behalf of the Pass Through Trustee
by an Authenticating Agent.
(b) The Paying Agent, Registrar and Authenticating Agent for
the Series B2 Pass Through Certificates initially shall be The Chase Manhattan
Bank (National Association) ("Chase"), 4 Chase Xxxxxxxxx Xxxxxx, 0xx Xxxxx,
Xxxxxxxx, Xxx Xxxx 00000. Chase hereby represents and warrants to the Company
that it is qualified to serve as Paying Agent, Registrar and Authenticating
Agent under the provisions of, and subject to all of the terms and conditions
set forth in, the Pass Through Agreement and this related Series Supplement.
SECTION 3.07. Predelivery Funding. During the period between
the date of issuance of Equipment Certificates by the Owner Trustee in respect
of Federal Express Corporation Trust No. N663FE and the delivery date of the
related Aircraft, such Equipment Certificates will not be secured by such
Aircraft or the related Lease, but will be secured by the Collateral Account.
Pursuant to the related Indenture, the Owner Trustee will deposit the proceeds
from the sale of the related Equipment Certificates into the Collateral
Account for the benefit of the related Indenture Trustee. Sums deposited in
the Collateral Account will be invested in direct obligations of the United
States of America or obligations fully guaranteed by the United States of
America and the Company will pay to the Indenture Trustee on demand any losses
on such investments. On the delivery date of such Aircraft, upon satisfaction
or waiver of the conditions to the Indenture Trustee's release of amounts in
the Collateral Account, the Indenture Trustee will release such amounts. Such
amounts will be applied by the Indenture Trustee in accordance with the
related Participation Agreement to pay a portion of the purchase price for
such Aircraft on the delivery date thereof.
The Company will pay to the Indenture Trustee on such delivery
date the excess, if any, of the portion of the purchase price for such Aircraft
required to be paid by the Indenture Trustee over the amounts released from the
Collateral Account net of investment earnings (which will be paid to the
Company). The Company is obligated to cause the proceeds of the Equipment
Certificates to be utilized to acquire such Aircraft in all circumstances
other than the failure of the manufacturer to deliver such Aircraft.
Accordingly, if the related Owner Participant does not make available its
portion of the purchase price on the delivery date of such Aircraft or the
Company does not enter into the related Lease on or prior to December 29, 1995
for any reason other than the failure of the manufacturer to deliver such
Aircraft, the Company will purchase such Aircraft and assume on a fully
recourse basis all of the obligations of the Owner Trustee under the related
Equipment Certificates pursuant to an indenture containing terms substantially
identical to those contained in the Leases and Indentures in respect of
Federal Express Corporation Trust No. N660FE and Federal Express Corporation
Trust No. N661FE. In such case, the Indenture Trustee will release the
amounts in the Collateral Account to the Company to pay a portion of the
purchase price for such Aircraft.
SECTION 3.08. ERISA. Any Person who is, or who in acquiring a
Pass Through Certificate is or may be using the assets of, an employee benefit
plan subject to Title I of The Employee Retirement Income Security Act of 1974,
as amended ("ERISA"), or an individual retirement account or plan subject to
Section 4975 of the Code, or any trust established under any such plan or
account, may acquire or hold any of the Pass Through Certificates, if such
Person determines either that an administrative or a statutory exemption from
the prohibited transaction rules under Section 406 of ERISA and Section 4975
of the Code is applicable to its purchase and holding of a Pass Through
Certificate or that its purchase and holding of a Pass Through Certificate
will not result in a prohibited transaction under Section 406 of ERISA and
Section 4975 of the Code.
SECTION 3.09. Registered Global Certificate. The Series B2
Pass Through Certificates are to be issued in whole in the form of a
Registered Global Certificate, and Section 2.12 of the Pass Through Agreement
shall, accordingly, be applicable. The Depository for the Registered Global
Certificate and the Letter of Representations is The Depository Trust Company.
ARTICLE IV
MISCELLANEOUS
SECTION 4.01. Governing Law; Counterpart Form. AS PROVIDED
IN SECTION 13.14 OF THE PASS THROUGH AGREEMENT, THIS SERIES SUPPLEMENT AND
EACH SERIES B2 PASS THROUGH CERTIFICATE SHALL IN ALL RESPECTS BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK, INCLUDING
ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE.
This Series Supplement may be executed by the parties hereto in
separate counterparts, each of which when so executed and delivered shall be an
original, but all such counterparts shall together constitute but one and the
same instrument.
SECTION 4.02. Reports by the Company. In addition to the
reports required to be provided by the Company pursuant to Section 4.03 of the
Pass Through Agreement, the Company agrees to furnish to the Pass Through
Trustee from time to time, such other financial information as the Pass
Through Trustee may reasonably request.
SECTION 4.03. Modification and Ratification of Pass Through
Agreement. The Pass Through Agreement is incorporated herein by reference in
its entirety, and shall be deemed to be a part of this Series Supplement as if
set forth in full herein, and is in all respects ratified and confirmed, as
supplemented and modified by this Series Supplement.
SECTION 4.04. Termination. In no event shall this Pass Through
Trust continue beyond the expiration of 21 years after the death of the last
survivor of Xxxxxx Xxxxxx, Governor of New York State, living on the date of
this Series Supplement.
IN WITNESS WHEREOF, the parties have caused their names to be
signed hereto by their respective officers thereunto duly authorized, all on
the day and year first above written.
FEDERAL EXPRESS CORPORATION
By: _________________________________________
Name: Xxxxxx X. Xxxxxxx
Title:Assistant Treasurer and Managing
Director - Structured Finance
THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION),
as Pass Through Trustee
By: _________________________________________
Name:
Title:
Exhibit A
to
Series Supplement
FORM OF PASS THROUGH CERTIFICATE
THIS IS A REGISTERED GLOBAL CERTIFICATE REFERRED TO IN
SECTION 2.12 OF THE PASS THROUGH TRUST AGREEMENT.
Unless this pass through certificate is presented by an authorized
representative of The Depository Trust Company, a New York corporation
("DTC"), to the Pass Through Trustee or its agent for registration or
transfer, exchange or payment, and any certificate issued is registered in
the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC (and any payment is made to Cede & Co. or
to such other entity as is requested by an authorized representative of
DTC), ANY TRANSFER, PLEDGE OR OTHER USE THEREOF FOR VALUE OR OTHERWISE BY
OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede
& Co., has an interest herein.
FEDERAL EXPRESS CORPORATION PASS THROUGH TRUST, 1995-B2
1995 Pass Through Certificate, Series B2
CUSIP 31331F-AN1
Final Regular Distribution Date: January 2, 2014
evidencing a fractional undivided interest in a pass through trust,
the property of which includes certain Equipment Certificates.
Certificate No. _______
Applicable interest rate on Equipment Certificates held in
Pass Through Trust, 1995-B2: 7.11%.
$___________ Fractional Undivided Interest representing _______ of the Pass
Through Trust per $1,000 face amount.
THIS CERTIFIES THAT CEDE & CO., for value received, is the
registered owner of a $_________ (_____________ dollars) Fractional Undivided
Interest in the Federal Express Corporation Pass Through Trust, 1995-B2 (the
"Pass Through Trust") created and declared by The Chase Manhattan Bank
(National Association), as pass through trustee (the "Pass Through Trustee"),
pursuant to the Pass Through Trust Agreement dated as of February 1, 1993, as
amended and restated as of October 1, 1995 (the "Pass Through Agreement"), as
supplemented by Series Supplement 1995-B2 thereto dated October 31, 1995 (the
"Series Supplement") between the Pass Through Trustee and Federal Express
Corporation, a Delaware corporation (the "Company"), a summary of certain of
the pertinent provisions of which is set forth below. To the extent not
otherwise defined herein, the capitalized terms used herein have the meanings
assigned to them in the Pass Through Agreement and the Series Supplement.
This Pass Through Certificate is one of the duly authorized Pass
Through Certificates designated as "Federal Express Corporation 1995 Pass
Through Certificates, Series B2." This Pass Through Certificate is issued under
and is subject to the terms, provisions, and conditions of the Pass Through
Agreement and the Series Supplement, to which the Certificateholder of this
Pass Through Certificate by virtue of the acceptance hereof assents and by
which such Certificateholder is bound. The property of the Pass Through Trust
(the "Trust Property") includes certain Equipment Certificates (the "Equipment
Certificates"). Each series of Equipment Certificates is secured by a security
interest in (A) an aircraft leased to or owned by the Company and, in the case
of a leased aircraft, an assignment of the rights of the Related Owner Trustee
with respect to such aircraft, including the right to receive rent and other
amounts payable under the related Lease or Indenture with respect to such
aircraft or (B) a collateral account holding securities purchased with the
proceeds of the sale of such series of Equipment Certificates. The
Certificateholders have no rights, benefits or interests in respect of any
other separate trust established pursuant to the terms of the Pass Through
Agreement for any other series of Pass Through Certificates issued pursuant
thereto.
Subject to and in accordance with the terms of the Pass Through
Agreement and the Series Supplement, from funds then available to the Pass
Through Trustee, there will be distributed on March 19, 1996 and thereafter on
each January 2 and July 2 (a "Regular Distribution Date"), commencing on July
2, 1996, to the Person in whose name this Pass Through Certificate is
registered at the close of business on the 15th day preceding the applicable
Regular Distribution Date, an amount in respect of the Scheduled Payments on
the Equipment Certificates due on such Regular Distribution Date, equal to the
product of the percentage interest in the Pass Through Trust evidenced by this
Pass Through Certificate and an amount equal to the sum of such Scheduled
Payments. Subject to and in accordance with the terms of the Pass Through
Agreement and the Series Supplement, if Special Payments on the Equipment
Certificates are received by the Pass Through Trustee, from funds then
available to the Pass Through Trustee, there shall be distributed on the
applicable Special Distribution Date, to the Person in whose name this Pass
Through Certificate is registered at the close of business on the 15th day
preceding such Special Distribution Date, an amount in respect of such Special
Payments on the Equipment Certificates, equal to the product of the percentage
interest in the Pass Through Trust evidenced by this Pass Through Certificate
and an amount equal to the sum of such Special Payments so received.
If a Distribution Date is not a Business Day, distribution
shall be made on the immediately following Business Day with the same force
and effect as if made on such Distribution Date and no interest shall accrue
during the intervening period. The Special Distribution Date shall be the
second day of the month determined as provided in the Pass Through Agreement
and the Series Supplement, except in certain circumstances, in which case it
will be the date of receipt of proceeds by the Pass Through Trustee as
provided in the Series Supplement. The Pass Through Trustee shall mail notice
of each Special Payment and the Special Distribution Date therefor to the
Certificateholder of this Pass Through Certificate.
Distributions on this Pass Through Certificate will be made by
the Pass Through Trustee to the Person entitled thereto, without the
presentation or surrender of this Pass Through Certificate or the making of
any notation hereon. Except as otherwise provided in the Pass Through
Agreement and notwithstanding the above, the final distribution on this Pass
Through Certificate will be made after notice is mailed by the Pass Through
Trustee of the pendency of such distribution and only upon presentation and
surrender of this Pass Through Certificate at the office or agency of the Pass
Through Trustee specified in such notice.
Any Person who is, or who in acquiring this Pass Through
Certificate is or may be using the assets of, an employee benefit plan subject
to Title I of The Employee Retirement Income Security Act of 1974, as amended
("ERISA"), or an individual retirement account or plan subject to Section 4975
of the Code, or any trust established under any such plan or account, may
acquire or hold any of the Pass Through Certificates, if such Person
determines either that an administrative or a statutory exemption from the
prohibited transaction rules under Section 406 of ERISA and Section 4975 of
the Code is applicable to its purchase and holding of this Pass Through
Certificate or that its purchase and holding of this Pass Through Certificate
will not result in a prohibited transaction under Section 406 of ERISA and
Section 4975 of the Code.
This Pass Through Certificate shall be governed by and
construed in accordance with the laws of the State of New York.
Reference is hereby made to the further provisions of this Pass
Through Certificate set forth on the reverse hereof, which further provisions
shall for all purposes have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been
executed by the Pass Through Trustee, by manual signature, this Pass Through
Certificate shall not be entitled to any benefit under the Pass Through Trust
or be valid for any purpose.
IN WITNESS WHEREOF, the Pass Through Trustee has caused this
Pass Through Certificate to be duly executed.
FEDERAL EXPRESS CORPORATION
PASS THROUGH TRUST, 1995-B2
By: THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION)
as Pass Through Trustee
By: ________________________________
Authorized Signatory
[FORM OF THE PASS THROUGH TRUSTEE'S CERTIFICATE OF AUTHENTICATION]
Dated:
This is one of the Pass Through Certificates referred to in the
within-mentioned Pass Through Agreement and the Series Supplement.
THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION)
as Pass Through Trustee
By: ________________________________
Authorized Signatory
[Reverse of Pass Through Certificate]
The Pass Through Certificates do not represent a direct obligation
of, or an obligation guaranteed by, or an interest in, the Company or the Pass
Through Trustee or any affiliate thereof. The Pass Through Certificates are
limited in right of payment, all as more specifically set forth on the face
hereof and in the Pass Through Agreement and the Series Supplement. All
payments or distributions made to Certificateholders under the Pass Through
Agreement shall be made only from the Trust Property and only to the extent
that the Pass Through Trustee shall have sufficient income or proceeds from
the Trust Property to make such payments in accordance with the terms of the
Pass Through Agreement and the Series Supplement. Each Certificateholder of
this Pass Through Certificate, by its acceptance hereof, agrees that it will
look solely to the income and proceeds from the Trust Property to the extent
available for distribution to such Certificateholder as provided in the Pass
Through Agreement and the Series Supplement. In connection with withholding
taxes, under certain circumstances the Pass Through Trustee may retain certain
amounts otherwise distributable to a Certificateholder. The purchase by any
Certificateholder of any Pass Through Certificate constitutes the consent of
such Certificateholder to such retention in accordance with the terms of the
Pass Through Agreement. This Pass Through Certificate does not purport to
summarize the Pass Through Agreement and the Series Supplement and reference
is made to the Pass Through Agreement and the Series Supplement for
information with respect to the interests, rights, benefits, obligations,
proceeds, and duties evidenced hereby. A copy of the Pass Through Agreement
may be examined by any Certificateholder upon request during normal business
hours at the principal office of the Pass Through Trustee, and at such other
places designated by the Pass Through Trustee.
As of the date of issuance of this Pass Through Certificate, and
assuming that no prepayment or default in respect of payment on the Equipment
Certificates shall occur, the aggregate scheduled repayments of principal on
the Equipment Certificates for the Pass Through Trust and the resulting Pool
Factors for the Pass Through Trust after taking into account each such
repayment are set forth below:
Pass Through Trust, 1995-B2
Scheduled Principal
Payments on
Regular Equipment Trust
Distribution Dates Certificates Pool Factor
----------------- ------------------- -----------
March 19, 1996 $ 0 1.0000000
July 2, 1996 1,468,701 0.9891646
January 2, 1997 0 0.9891646
July 2, 1997 3,234,655 0.9653007
January 2, 1998 0 0.9653007
July 2, 1998 3,464,639 0.9397401
January 2, 1999 3,345,715 0.9150568
July 2, 1999 1,309,200 0.9053981
January 2, 2000 2,736,954 0.8852060
July 2, 2000 1,402,284 0.8748606
January 2, 2001 3,215,530 0.8511378
July 2, 2001 1,235,021 0.8420263
January 2, 2002 9,821,883 0.7695647
July 2, 2002 5,548,250 0.7286321
January 2, 2003 0 0.7286321
July 2, 2003 194,352 0.7271983
January 2, 2004 890,616 0.7206277
July 2, 2004 0 0.7206277
January 2, 2005 5,108,758 0.6829375
July 2, 2005 0 0.6829375
January 2, 2006 4,227,972 0.6517453
July 2, 2006 0 0.6517453
January 2, 2007 5,029,579 0.6146392
July 2, 2007 0 0.6146392
January 2, 2008 8,032,528 0.5553787
July 2, 2008 0 0.5553787
January 2, 2009 8,579,307 0.4920843
July 2, 2009 0 0.4920843
January 2, 2010 9,969,033 0.4185371
July 2, 2010 0 0.4185371
January 2, 2011 12,211,259 0.3284476
July 2, 2011 0 0.3284476
January 2, 2012 13,790,469 0.2267075
July 2, 2012 0 0.2267075
January 2, 2013 14,807,114 0.1174670
July 2, 2013 0 0.1174670
January 2, 2014 15,922,181 0.0000000
The Pass Through Agreement and the Series Supplement permit, with
certain exceptions provided therein, the amendment thereof and the
modification of the rights and obligations of the Company and the rights of
the Certificateholders under the Pass Through Trust at any time by the Company
and the Pass Through Trustee with the consent of the Majority In Interest of
Certificateholders in the Pass Through Trust. Any such consent by the
Certificateholder of this Pass Through Certificate shall be conclusive and
binding on such Certificateholder and upon all future Certificateholders of
this Pass Through Certificate and of any Pass Through Certificate issued upon
the transfer hereof or in exchange hereof or in lieu hereof whether or not
notation of such consent is made upon this Pass Through Certificate. The Pass
Through Agreement and the Series Supplement also permit the amendment thereof,
in certain limited circumstances, without the consent of the
Certificateholders of any of the Pass Through Certificates.
As provided in the Pass Through Agreement and the Series Supplement
and subject to certain limitations set forth therein, the transfer of this
Pass Through Certificate is registrable in the Register upon surrender of this
Pass Through Certificate for registration of transfer to the Pass Through
Trustee in its capacity as Registrar, or by any successor Registrar, duly
endorsed or accompanied by a written instrument of transfer in form
satisfactory to the Pass Through Trustee and the Registrar duly executed by
the Certificateholder hereof or such Certificateholder's attorney duly
authorized in writing, and thereupon one or more new Pass Through Certificates
of authorized denominations evidencing the same aggregate Fractional Undivided
Interest in the Pass Through Trust will be issued to the designated transferee
or transferees.
The Pass Through Certificates are issuable only as registered Pass
Through Certificates without coupons in minimum denominations of $1,000
Fractional Undivided Interest and integral multiples thereof. As provided in
the Pass Through Agreement and the Series Supplement and subject to certain
limitations set forth therein, the Pass Through Certificates are exchangeable
for new Pass Through Certificates of authorized denominations evidencing the
same aggregate Fractional Undivided Interest in the Pass Through Trust, as
requested by the Certificateholder surrendering the same.
No service charge will be made for any such registration of
transfer or exchange, but the Pass Through Trustee may require payment of a
sum sufficient to cover any tax or governmental charge payable in connection
therewith.
The Pass Through Trustee, the Registrar, and any agent of the Pass
Through Trustee or the Registrar may treat the person in whose name this Pass
Through Certificate is registered as the owner hereof for all purposes, and
neither the Pass Through Trustee, the Registrar, nor any such agent shall be
affected by any notice to the contrary.
The obligations and responsibilities created by the Pass Through
Agreement and the Series Supplement and the Pass Through Trust created thereby
shall terminate upon the distribution to Certificateholders of all amounts
required to be distributed to them pursuant to the Pass Through Agreement and
the Series Supplement and the disposition of all property held as part of the
Trust Property.
Schedule I
to
Series Supplement
Federal Express Corporation
Pass Through Trust, 1995-B2
Equipment Certificates;
Related Indenture Documents
1. Equipment Trust Certificates (Federal Express Corporation Trust No.
N660FE):
Interest Rate: 7.11%
Maturity: January 2, 2014
Principal Amount: $44,526,000
Related Indenture Documents:
Trust Indenture and Security Agreement (Federal Express Corporation Trust
No. N660FE) dated as of September 1, 1995, amended and restated as of
October 26, 1995, between NBD Bank, as Owner Trustee, and The Chase
Manhattan Bank (National Association), as Indenture Trustee;
Trust Indenture and Security Agreement Supplement No. 1 (Federal Express
Corporation Trust No. N660FE) dated September 20, 1995, between NBD Bank, as
Owner Trustee, and The Chase Manhattan Bank (National Association), as
Indenture Trustee;
Participation Agreement (Federal Express Corporation Trust No. N660FE)
dated as of September 1, 1995, amended and restated as of October 26, 1995,
among Federal Express Corporation, as Lessee, Chrysler Capital Corporation,
as Owner Participant, NBD Bank, as Owner Trustee, The Chase Manhattan Bank
(National Association), as Indenture Trustee, The Chase Manhattan Bank
(National Association), as Pass Through Trustee and The Chase Manhattan
Bank (National Association), Bank of America NT & SA, CIBC Inc. and The
First National Bank of Chicago, as Original Loan Participants;
Trust Agreement (Federal Express Corporation Trust No. N660FE) dated as of
September 1, 1995, amended and restated as of October 26, 1995, between
Chrysler Capital Corporation, as Owner Participant and NBD Bank, as Owner
Trustee;
Lease Agreement (Federal Express Corporation Trust No. N660FE) dated as of
September 1, 1995, amended and restated as of October 26, 1995, between NBD
Bank, as Owner Trustee and Lessor, and Federal Express Corporation, as
Lessee; and
Lease Supplement No. 1 (Federal Express Corporation Trust No. N660FE) dated
September 20, 1995, between NBD Bank, as Owner Trustee and Lessor, and
Federal Express Corporation, as Lessee.
2. Equipment Trust Certificates (Federal Express Corporation Trust No.
N661FE):
Interest Rate: 7.11%
Maturity: January 2, 2014
Principal Amount: $44,715,000
Related Indenture Documents:
Trust Indenture and Security Agreement (Federal Express Corporation Trust
No. N661FE) dated as of October 15, 1995, amended and restated as of
October 26, 1995, between NBD Bank, as Owner Trustee, and The Chase
Manhattan Bank (National Association), as Indenture Trustee;
Trust Indenture and Security Agreement Supplement No. 1 (Federal Express
Corporation Trust No. N661FE) dated October 25, 1995, between NBD Bank, as
Owner Trustee, and The Chase Manhattan Bank (National Association), as
Indenture Trustee;
Participation Agreement (Federal Express Corporation Trust No. N661FE)
dated as of October 1, 1995, amended and restated as of October 26, 1995,
among Federal Express Corporation, as Lessee, NationsBank, N.A., as Owner
Participant, NBD Bank, as Owner Trustee, The Chase Manhattan Bank (National
Association), as Indenture Trustee, The Chase Manhattan Bank (National
Association), as Pass Through Trustee and The Chase Manhattan Bank
(National Association), Bank of America NT & SA, CIBC Inc. and The First
National Bank of Chicago, as Original Loan Participants;
Trust Agreement (Federal Express Corporation Trust No. N661FE) dated as of
October 1, 1995, amended and restated as of October 26, 1995, between
NationsBank, N.A., as Owner Participant and NBD Bank, as Owner Trustee;
Lease Agreement (Federal Express Corporation Trust No. N661FE) dated as of
October 15, 1995, amended and restated as of October 26, 1995, between NBD
Bank, as Owner Trustee and Lessor, and Federal Express Corporation, as
Lessee; and
Lease Supplement No. 1 (Federal Express Corporation Trust No. N661FE) dated
October 25, 1995, between NBD Bank, as Owner Trustee and Lessor, and Federal
Express Corporation, as Lessee.
3. Equipment Trust Certificates (Federal Express Corporation Trust No.
N663FE):
Interest Rate: 7.11%
Maturity: January 2, 2014
Principal Amount: $46,305,000
Related Indenture Documents:
Trust Indenture and Security Agreement (Federal Express Corporation Trust
No. N663FE) dated as of October 26, 1995, between NBD Bank, as Owner
Trustee, and The Chase Manhattan Bank (National Association), as Indenture
Trustee;
Participation Agreement (Federal Express Corporation Trust No. N663FE)
dated as of October 26, 1995, among Federal Express Corporation, as Lessee,
Chrysler Capital Corporation, as Owner Participant, NBD Bank, as Owner
Trustee, The Chase Manhattan Bank (National Association), as Indenture
Trustee and The Chase Manhattan Bank (National Association), as Pass
Through Trustee;
Trust Agreement (Federal Express Corporation Trust No. N663FE) dated as of
October 26, 1995, between Chrysler Capital Corporation, as Owner
Participant and NBD Bank, as Owner Trustee; and
Lease Agreement (Federal Express Corporation Trust No. N663FE) dated as of
October 26, 1995, between NBD Bank, as Owner Trustee and Lessor, and Federal
Express Corporation, as Lessee.
__________________________________________
SERIES SUPPLEMENT 1995-B3
Dated October 31, 1995
Between
THE CHASE MANHATTAN BANK (NATIONAL ASSOCIATION)
as Pass Through Trustee,
and
FEDERAL EXPRESS CORPORATION
to
PASS THROUGH TRUST AGREEMENT
Dated as of February 1, 1993
As Amended and Restated as of October 1, 1995
$51,102,000
Federal Express Corporation
Pass Through Trust, 1995-B3
Federal Express Corporation
1995 Pass Through Certificates,
Series B3
__________________________________________
TABLE OF CONTENTS
Page
RECITALS............................................................. 1
ARTICLE I
CERTAIN DEFINITIONS
ARTICLE II
DESIGNATIONS; TRUST FORMATION;
ISSUANCE OF PASS THROUGH CERTIFICATES
SECTION 2.01. Designations; Aggregate Amount................... 4
SECTION 2.02. Declaration of Trust; Authorization.............. 5
SECTION 2.03. Issuance of Pass Through Certificates............ 5
SECTION 2.04. Purchase of Equipment Certificates............... 5
SECTION 2.05. Representations and Warranties of the Company.... 5
SECTION 2.06. Conditions Precedent............................. 6
SECTION 2.07. Acceptance of Appointment of Pass Through
Trustee.......................................... 6
ARTICLE III
DISTRIBUTION AND RECORD DATES;
CERTIFICATE AND SPECIAL PAYMENT ACCOUNTS;
CONCERNING AUTHENTICATING AGENT, PAYING AGENT AND REGISTRAR
AND THE CERTIFICATEHOLDERS
SECTION 3.01. Distribution Dates............................... 6
SECTION 3.02. Record Dates..................................... 7
SECTION 3.03. Certificate Account and Special Payments Account. 7
SECTION 3.04. Form of Pass Through Certificates................ 7
SECTION 3.05. Indenture Documents.............................. 7
SECTION 3.06. Appointment of Authenticating Agent; Paying
Agent and Registrar.......................... 7
SECTION 3.07. Predelivery Funding.............................. 8
SECTION 3.08. ERISA............................................ 9
SECTION 3.09. Registered Global Certificate.................... 9
ARTICLE IV
MISCELLANEOUS
SECTION 4.01. Governing Law; Counterpart Form.................. 9
SECTION 4.02. Reports by the Company........................... 9
SECTION 4.03. Modification and Ratification of Pass Through
Agreement.................................. 10
SECTION 4.04. Termination...................................... 10
EXHIBIT A Form of Pass Through Certificate
SCHEDULE I Equipment Certificates; Related Indenture Documents
SERIES SUPPLEMENT 1995-B3
SERIES SUPPLEMENT 1995-B3, dated October 31, 1995 (this "Series
Supplement"), between FEDERAL EXPRESS CORPORATION, a Delaware corporation (the
"Company") and THE CHASE MANHATTAN BANK (NATIONAL ASSOCIATION), a national
banking association organized under the laws of the United States of America,
as Pass Through Trustee (the "Pass Through Trustee"), to the Pass Through
Trust Agreement, dated as of February 1, 1993, as amended and restated as of
October 1, 1995 (the "Pass Through Agreement"), between the Company and
NationsBank, National Association (Carolinas) (formerly known as NationsBank
of South Carolina, National Association), a national banking association.
RECITALS
WHEREAS, capitalized terms used herein shall have the respective
meanings set forth or referred to in Article I hereof;
WHEREAS, Section 2.01 of the Pass Through Agreement provides,
among other things, that the Company and the Pass Through Trustee may execute
and deliver one or more series supplements, each for the purpose of forming a
separate pass through trust for the benefit of the certificateholders of the
series of pass through certificates to be issued pursuant to such pass through
trust, appointing an institution to act as Pass Through Trustee if different
from the institution executing the Pass Through Agreement, establishing
certain terms of such pass through certificates, and pursuant to which the
pass through certificates of such series shall be executed and authenticated
by the Pass Through Trustee and delivered as directed by the Company;
WHEREAS, pursuant to the Participation Agreements, the Company
has agreed to cause the Equipment Certificates to be issued and sold to the
Pass Through Trustee, and the Pass Through Trustee has agreed to purchase the
Equipment Certificates, which will be held in trust as Trust Property for the
benefit of the Certificateholders;
WHEREAS, in order to facilitate such sale, the Company has
agreed, pursuant to the Underwriting Agreement, to cause the Pass Through
Trustee to issue and sell the Pass Through Certificates to the Underwriters;
WHEREAS, pursuant to the Pass Through Agreement and the terms
of this Series Supplement, the Pass Through Trustee will execute, authenticate
and deliver the Pass Through Certificates to the Underwriters upon receipt by
the Pass Through Trustee of the purchase price therefor, which will be applied
in accordance with this Series Supplement to purchase the Equipment
Certificates;
WHEREAS, the Pass Through Trustee hereby declares the creation
of this Pass Through Trust for the benefit of the Certificateholders, and the
initial Certificateholders of such Pass Through Certificates, as the grantors
of such Pass Through Trust, by their respective acceptances of such Pass
Through Certificates, join in the creation of such Pass Through Trust;
WHEREAS, to facilitate the sale of the Equipment Certificates
to, and the purchase of the Equipment Certificates by, the Pass Through
Trustee on behalf of this Pass Through Trust, the Company has duly authorized
the execution and delivery of this Series Supplement as the "issuer," as such
term is defined in and solely for purposes of the Securities Act, of the Pass
Through Certificates and as the "obligor," as such term is defined in and
solely for purposes of the Trust Indenture Act, with respect to all such Pass
Through Certificates; and
WHEREAS, this Series Supplement is subject to the provisions of
the Trust Indenture Act and shall, to the extent applicable, be governed by
such provisions;
IT IS HEREBY COVENANTED AND AGREED by and between the parties
hereto as follows:
ARTICLE I
CERTAIN DEFINITIONS
All terms used in this Series Supplement that are defined in
the Pass Through Agreement, either directly or by reference therein, have the
meanings assigned to them therein as supplemented by this Article I, if
applicable, except to the extent the context requires otherwise. Any such
defined term that is defined in the Pass Through Agreement as relating to a
particular Pass Through Trust or Series rather than to any Pass Through Trust
or Series generally shall, when used in this Series Supplement, relate solely
to the Federal Express Corporation Pass Through Trust, 1995-B3, or the Federal
Express Corporation 1995 Pass Through Certificates, Series B3, as the case may
be, whether or not expressly so stated herein.
"Aircraft" means each of the three Airbus A300F4-605R
aircraft, including the Engines (as such term is defined in the related
Participation Agreement) relating thereto, leased, or to be leased, by the
Owner Trustee to the Company pursuant to one of three separate Leases
(or, in the case of the aircraft in respect of Federal Express Corporation
Trust No. N663FE, to be purchased by the Company as provided, and under the
circumstances specified, in Section 3.07 hereof) and,
collectively, means all of the foregoing.
"Authenticating Agent" has the meaning set forth in Section 3.06
hereof.
"Certificate Account" means the Certificate Account specified in
Section 3.03 hereof.
"Certificateholders" means the Certificateholders of the Series
of Pass Through Certificates designated in Section 2.01 hereof.
"Collateral Account" means the Collateral Account
established pursuant to the Indenture for Federal Express Corporation
Trust No. N663FE into which the proceeds of sale of the related Equipment
Trust Certificates will be deposited.
"Cut-off Date for Pass Through Trust" is inapplicable.
"Delivery Date" means, for any Equipment Certificates, the
Refunding Date (as such term is defined in the related Participation Agreement)
for such Equipment Certificates.
"Equipment Certificates" means those Equipment Trust
Certificates listed in Schedule I hereto.
"Issuance Date" means the date defined as the Closing Time in
the Underwriting Agreement.
"Participation Agreements" means those Participation Agreements
listed in Schedule I hereto.
"Pass Through Certificates" means the Pass Through Certificates
designated in Section 2.01 hereof.
"Pass Through Trust," "this Pass Through Trust" and other like
words means the Pass Through Trust designated in Section 2.01 hereof.
"Paying Agent" means the Person specified as such in Section
3.06 hereof.
"Record Date" means any Record Date specified in Section 3.02
hereof.
"Registrar" means the Person specified as such in Section 3.06
hereof.
"Regular Distribution Date" means any Regular Distribution Date
specified in Section 3.01 hereof.
"Special Distribution Date" means, for any Special Payment, the
Special Distribution Date for such Special Payment specified in Section 3.01
hereof.
"Special Payments Account" means the Special Payments Account
specified in Section 3.03 hereof.
"Trust Property" means all money, instruments, including the
Equipment Certificates that have been issued by the related Owner Trustee and
delivered to and accepted by the Pass Through Trustee for the benefit of the
Certificateholders, and other property held as the property of this Pass
Through Trust, including all distributions thereon and proceeds thereof.
"Underwriters" means the several Underwriters named in the
Underwriting Agreement.
"Underwriting Agreement" means the Underwriting Agreement dated
October 26, 1995 among the Company and Xxxxxxx, Xxxxx & Co., X.X. Xxxxxx
Securities Inc. and Xxxxxx Xxxxxxx & Co. Incorporated.
ARTICLE II
DESIGNATIONS; TRUST FORMATION;
ISSUANCE OF PASS THROUGH CERTIFICATES
SECTION 2.01. Designations; Aggregate Amount. The Pass
Through Trust created hereby shall be designated Federal Express Corporation
Pass Through Trust, 1995-B3 (herein sometimes called this "Pass Through
Trust"). The Pass Through Certificates evidencing Fractional Undivided
Interests in such Pass Through Trust shall be designated as the Federal Express
Corporation 1995 Pass Through Certificates, Series B3 (herein sometimes called
the "Series B3 Pass Through Certificates"). The Series B3 Pass Through
Certificates shall be the only instruments evidencing a fractional undivided
interest in such Pass Through Trust.
Except as provided in Sections 2.08, 2.09 and 2.11 of the Pass
Through Agreement, the aggregate amount of Series B3 Pass Through Certificates
that may be authenticated, delivered and outstanding under this Series
Supplement is limited to $51,102,000.
SECTION 2.02. Declaration of Trust; Authorization. Each
initial Certificateholder, by its acceptance of any Series B3 Pass Through
Certificate is hereby deemed (1) as grantor, to join in the creation and
declaration of this Pass Through Trust and (2) as beneficiary of such Pass
Through Trust, to authorize and direct the Pass Through Trustee to execute and
deliver all documents to which the Pass Through Trustee is a party that may be
necessary or desirable to consummate the transactions contemplated hereby and
to exercise its rights and perform its duties under the Participation
Agreements, the Indentures, the Pass Through Agreement and this Series
Supplement.
The Pass Through Trustee hereby acknowledges and accepts this
grant of trust and declares that it will hold the Trust Property as Pass
Through Trustee upon this Pass Through Trust for the use and benefit of the
Certificateholders.
SECTION 2.03. Issuance of Pass Through Certificates. Subject
to the terms set forth herein, on the Issuance Date (i) the Company shall
direct the Underwriters to execute a wire transfer or intra-bank transfer to
the Pass Through Trustee in the amount of the total proceeds payable by such
Underwriters pursuant to the Underwriting Agreement with respect to the Series
B3 Pass Through Certificates and (ii) the Pass Through Trustee shall deliver
the Series B3 Pass Through Certificates to the Underwriters as provided in the
Underwriting Agreement upon receipt by the Pass Through Trustee of such
proceeds.
SECTION 2.04. Purchase of Equipment Certificates. On the
Issuance Date, the Pass Through Trustee shall purchase, in accordance with
Section 2.02 of the Pass Through Agreement, each of the Equipment Certificates
upon the satisfaction or waiver of the conditions for such purchase by the Pass
Through Trustee set forth in the related Participation Agreement.
SECTION 2.05. Representations and Warranties of the Company.
All of the representations and warranties of the Company set forth or
incorporated by reference in Section 1 of the Underwriting Agreement are
incorporated by reference in this Series Supplement as if set forth herein and
the Company represents and warrants that such representations and warranties
are true and correct on the date hereof, except to the extent that such
representations and warranties expressly relate solely to an earlier date or
later date (in which case such representations and warranties were correct on
and as of such earlier date or will be correct on and as of such later date,
as the case may be).
SECTION 2.06. Conditions Precedent. The obligations of the
Pass Through Trustee to participate in the transactions described in Sections
2.03 and 2.04 hereof are subject to (i) receipt by the Pass Through Trustee of
a certificate of the Company to the same effect as the certificate of the
Company delivered to the Underwriters pursuant to Section 5(c) of the
Underwriting Agreement, and (ii) satisfaction or waiver of the conditions for
the purchase by the Underwriters of the Pass Through Certificates set forth in
Section 5 of the Underwriting Agreement, which satisfaction or waiver for the
purposes hereof shall be conclusively demonstrated by the receipt by the Pass
Through Trustee of the total proceeds payable by such Underwriters pursuant to
the Underwriting Agreement with respect to the Series B3 Pass Through
Certificates.
SECTION 2.07. Acceptance of Appointment of Pass Through
Trustee. Chase represents and warrants that it is qualified to serve as Pass
Through Trustee and satisfies the criteria specified in Section 10.02 of the
Pass Through Agreement for eligibility as a Pass Through Trustee. Chase hereby
agrees to serve as Pass Through Trustee for the Pass Through Certificates and
acknowledges its appointment as Pass Through Trustee in accordance with the
provisions of, and subject to all of the terms and conditions set forth in,
the Pass Through Agreement and this related Series Supplement upon the
execution and delivery of this Series Supplement.
ARTICLE III
DISTRIBUTION AND RECORD DATES;
CERTIFICATE AND SPECIAL PAYMENT ACCOUNTS;
CONCERNING AUTHENTICATING AGENT, PAYING AGENT AND REGISTRAR
AND THE CERTIFICATEHOLDERS
SECTION 3.01. Distribution Dates. The Regular Distribution Dates are
March 19, 1996 and thereafter on each January 2 and July 2, commencing on
July 2, 1996. The Special Distribution Date for any month in which a
Special Payment is to be distributed will be the second day of such month,
except that the Special Distribution Date for any Special Payment received
by the Pass Through Trustee in connection with a prepayment of any
Equipment Certificate pursuant to Section 6.02(a)(i), 6.02(a)(v) or, in the
case of the Indenture in respect of Federal Express Corporation Trust No.
N663FE, 6.02(a)(vi) of the related Indenture will correspond to the date of
the receipt of such Special Payment by the Pass Through Trustee. Notice of
such Special Payment shall be mailed as soon as practicable after receipt
by the Pass Through Trustee of the notice of such prepayment.
SECTION 3.02. Record Dates. The Record Dates for the Regular
Distribution Dates are March 4, 1996, December 18 and June 17, respectively,
and the Record Date for any Special Distribution Date is the fifteenth day
preceding such Special Distribution Date, in any event, whether or not such
date is a Business Day.
SECTION 3.03. Certificate Account and Special Payments
Account. In accordance with Section 5.01(a) of the Pass Through Agreement and
upon receipt of any Scheduled Payment, the Pass Through Trustee shall
immediately deposit such Scheduled Payment into the Certificate Account, a
separate and non-interest bearing account designated by the Pass Through
Trustee to be used for such purpose. In accordance with Section 5.01(b) of
the Pass Through Agreement and upon receipt of any Special Payment, the Pass
Through Trustee shall immediately deposit such Special Payment into the
Special Payments Account, a separate and, except as provided in Section 5.04
of the Pass Through Agreement, non-interest bearing account designated by the
Pass Through Trustee to be used for such purpose.
SECTION 3.04. Form of Pass Through Certificates. Subject to
Section 2.07 of the Pass Through Agreement, each of the Series B3 Pass Through
Certificates will be substantially in the form of Exhibit A hereto. The
Series B3 Pass Through Certificates will be issued pursuant to a book-entry
system in the form of one Registered Global Certificate and subject to the
conditions set forth in the Letter of Representations among the Company, the
Pass Through Trustee and The Depository Trust Company.
SECTION 3.05. Indenture Documents. The related Indenture
Documents are listed in Schedule I hereto.
SECTION 3.06. Appointment of Authenticating Agent; Paying
Agent and Registrar. (a) The Pass Through Trustee may appoint an
authenticating agent (the "Authenticating Agent") with respect to the Pass
Through Certificates which shall be authorized to act on behalf of the Pass
Through Trustee to authenticate the Pass Through Certificates issued upon
original issue and upon exchange or registration of transfer thereof or
pursuant to Section 2.09 of the Pass Through Agreement. Pass Through
Certificates so authenticated shall be entitled to the benefits of the Pass
Through Agreement and this Series Supplement and shall be valid and obligatory
for all purposes as if authenticated by the Pass Through Trustee. Whenever
reference is made in the Pass Through Agreement or this Series Supplement to
the authentication and delivery of Pass Through Certificates by the Pass
Through Trustee or the Pass Through Trustee's certificate of authentication,
such reference shall be deemed to include authentication and delivery on
behalf of the Pass Through Trustee by an Authenticating Agent and a
certificate of authentication executed on behalf of the Pass Through Trustee
by an Authenticating Agent.
(b) The Paying Agent, Registrar and Authenticating Agent for
the Series B3 Pass Through Certificates initially shall be The Chase Manhattan
Bank (National Association) ("Chase"), 4 Chase Xxxxxxxxx Xxxxxx, 0xx Xxxxx,
Xxxxxxxx, Xxx Xxxx 00000. Chase hereby represents and warrants to the Company
that it is qualified to serve as Paying Agent, Registrar and Authenticating
Agent under the provisions of, and subject to all of the terms and conditions
set forth in, the Pass Through Agreement and this related Series Supplement.
SECTION 3.07. Predelivery Funding. During the period between
the date of issuance of Equipment Certificates by the Owner Trustee in respect
of Federal Express Corporation Trust No. N663FE and the delivery date of the
related Aircraft, such Equipment Certificates will not be secured by such
Aircraft or the related Lease, but will be secured by the Collateral Account.
Pursuant to the related Indenture, the Owner Trustee will deposit the proceeds
from the sale of the related Equipment Certificates into the Collateral
Account for the benefit of the related Indenture Trustee. Sums deposited in
the Collateral Account will be invested in direct obligations of the United
States of America or obligations fully guaranteed by the United States of
America and the Company will pay to the Indenture Trustee on demand any losses
on such investments. On the delivery date of such Aircraft, upon satisfaction
or waiver of the conditions to the Indenture Trustee's release of amounts in
the Collateral Account, the Indenture Trustee will release such amounts. Such
amounts will be applied by the Indenture Trustee in accordance with the
related Participation Agreement to pay a portion of the purchase price for
such Aircraft on the delivery date thereof.
The Company will pay to the Indenture Trustee on such delivery
date the excess, if any, of the portion of the purchase price for such Aircraft
required to be paid by the Indenture Trustee over the amounts released from the
Collateral Account net of investment earnings (which will be paid to the
Company). The Company is obligated to cause the proceeds of the Equipment
Certificates to be utilized to acquire such Aircraft in all circumstances
other than the failure of the manufacturer to deliver such Aircraft.
Accordingly, if the related Owner Participant does not make available its
portion of the purchase price on the delivery date of such Aircraft or the
Company does not enter into the related Lease on or prior to December 29, 1995
for any reason other than the failure of the manufacturer to deliver such
Aircraft, the Company will purchase such Aircraft and assume on a fully
recourse basis all of the obligations of the Owner Trustee under the related
Equipment Certificates pursuant to an indenture containing terms substantially
identical to those contained in the Leases and Indentures in respect of
Federal Express Corporation Trust No. N660FE and Federal Express Corporation
Trust No. N661FE. In such case, the Indenture Trustee will release the
amounts in the Collateral Account to the Company to pay a portion of the
purchase price for such Aircraft.
SECTION 3.08. ERISA. Any Person who is, or who in acquiring a
Pass Through Certificate is or may be using the assets of, an employee benefit
plan subject to Title I of The Employee Retirement Income Security Act of 1974,
as amended ("ERISA"), or an individual retirement account or plan subject to
Section 4975 of the Code, or any trust established under any such plan or
account, may acquire or hold any of the Pass Through Certificates, if such
Person determines either that an administrative or a statutory exemption from
the prohibited transaction rules under Section 406 of ERISA and Section 4975
of the Code is applicable to its purchase and holding of a Pass Through
Certificate or that its purchase and holding of a Pass Through Certificate
will not result in a prohibited transaction under Section 406 of ERISA and
Section 4975 of the Code.
SECTION 3.09. Registered Global Certificate. The Series B3
Pass Through Certificates are to be issued in whole in the form of a
Registered Global Certificate, and Section 2.12 of the Pass Through Agreement
shall, accordingly, be applicable. The Depository for the Registered Global
Certificate and the Letter of Representations is The Depository Trust Company.
ARTICLE IV
MISCELLANEOUS
SECTION 4.01. Governing Law; Counterpart Form. AS PROVIDED
IN SECTION 13.14 OF THE PASS THROUGH AGREEMENT, THIS SERIES SUPPLEMENT AND
EACH SERIES B3 PASS THROUGH CERTIFICATE SHALL IN ALL RESPECTS BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK, INCLUDING
ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE.
This Series Supplement may be executed by the parties hereto in
separate counterparts, each of which when so executed and delivered shall be an
original, but all such counterparts shall together constitute but one and the
same instrument.
SECTION 4.02. Reports by the Company. In addition to the
reports required to be provided by the Company pursuant to Section 4.03 of the
Pass Through Agreement, the Company agrees to furnish to the Pass Through
Trustee from time to time, such other financial information as the Pass
Through Trustee may reasonably request.
SECTION 4.03. Modification and Ratification of Pass Through
Agreement. The Pass Through Agreement is incorporated herein by reference in
its entirety, and shall be deemed to be a part of this Series Supplement as if
set forth in full herein, and is in all respects ratified and confirmed, as
supplemented and modified by this Series Supplement.
SECTION 4.04. Termination. In no event shall this Pass Through
Trust continue beyond the expiration of 21 years after the death of the last
survivor of Xxxxxx Xxxxxx, Governor of New York State, living on the date of
this Series Supplement.
IN WITNESS WHEREOF, the parties have caused their names to be
signed hereto by their respective officers thereunto duly authorized, all on
the day and year first above written.
FEDERAL EXPRESS CORPORATION
By: _________________________________________
Name: Xxxxxx X. Xxxxxxx
Title:Assistant Treasurer and Managing
Director - Structured Finance
THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION),
as Pass Through Trustee
By: _________________________________________
Name:
Title:
Exhibit A
to
Series Supplement
FORM OF PASS THROUGH CERTIFICATE
THIS IS A REGISTERED GLOBAL CERTIFICATE REFERRED TO IN
SECTION 2.12 OF THE PASS THROUGH TRUST AGREEMENT.
Unless this pass through certificate is presented by an
authorized representative of The Depository Trust Company, a New York
corporation ("DTC"), to the Pass Through Trustee or its agent for
registration or transfer, exchange or payment, and any certificate issued
is registered in the name of Cede & Co. or in such other name as is
requested by an authorized representative of DTC (and any payment is made
to Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE THEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered
owner hereof, Cede & Co., has an interest herein.
FEDERAL EXPRESS CORPORATION PASS THROUGH TRUST, 1995-B3
1995 Pass Through Certificate, Series B3
CUSIP 31331F-AP6
Final Regular Distribution Date: July 2, 2019
evidencing a fractional undivided interest in a pass through trust,
the property of which includes certain Equipment Certificates.
Certificate No. _______
Applicable interest rate on Equipment Certificates held in
Pass Through Trust, 1995-B3: 7.58%.
$___________ Fractional Undivided Interest representing _______ of the Pass
Through Trust per $1,000 face amount.
THIS CERTIFIES THAT CEDE & CO., for value received, is the
registered owner of a $_________ (_____________ dollars) Fractional Undivided
Interest in the Federal Express Corporation Pass Through Trust, 1995-B3 (the
"Pass Through Trust") created and declared by The Chase Manhattan Bank
(National Association), as pass through trustee (the "Pass Through Trustee"),
pursuant to the Pass Through Trust Agreement dated as of February 1, 1993, as
amended and restated as of October 1, 1995 (the "Pass Through Agreement"), as
supplemented by Series Supplement 1995-B3 thereto dated October 31, 1995 (the
"Series Supplement") between the Pass Through Trustee and Federal Express
Corporation, a Delaware corporation (the "Company"), a summary of certain of
the pertinent provisions of which is set forth below. To the extent not
otherwise defined herein, the capitalized terms used herein have the meanings
assigned to them in the Pass Through Agreement and the Series Supplement.
This Pass Through Certificate is one of the duly authorized Pass
Through Certificates designated as "Federal Express Corporation 1995 Pass
Through Certificates, Series B3." This Pass Through Certificate is issued under
and is subject to the terms, provisions, and conditions of the Pass Through
Agreement and the Series Supplement, to which the Certificateholder of this
Pass Through Certificate by virtue of the acceptance hereof assents and by
which such Certificateholder is bound. The property of the Pass Through Trust
(the "Trust Property") includes certain Equipment Certificates (the "Equipment
Certificates"). Each series of Equipment Certificates is secured by a security
interest in (A) an aircraft leased to or owned by the Company and, in the case
of a leased aircraft, an assignment of the rights of the Related Owner Trustee
with respect to such aircraft, including the right to receive rent and other
amounts payable under the related Lease or Indenture with respect to such
aircraft or (B) a collateral account holding securities purchased with the
proceeds of the sale of such series of Equipment Certificates. The
Certificateholders have no rights, benefits or interests in respect of any
other separate trust established pursuant to the terms of the Pass Through
Agreement for any other series of Pass Through Certificates issued pursuant
thereto.
Subject to and in accordance with the terms of the Pass Through
Agreement and the Series Supplement, from funds then available to the Pass
Through Trustee, there will be distributed on March 19, 1996 and thereafter on
each January 2 and July 2 (a "Regular Distribution Date"), commencing on July
2, 1996, to the Person in whose name this Pass Through Certificate is
registered at the close of business on the 15th day preceding the applicable
Regular Distribution Date, an amount in respect of the Scheduled Payments on
the Equipment Certificates due on such Regular Distribution Date, equal to the
product of the percentage interest in the Pass Through Trust evidenced by this
Pass Through Certificate and an amount equal to the sum of such Scheduled
Payments. Subject to and in accordance with the terms of the Pass Through
Agreement and the Series Supplement, if Special Payments on the Equipment
Certificates are received by the Pass Through Trustee, from funds then
available to the Pass Through Trustee, there shall be distributed on the
applicable Special Distribution Date, to the Person in whose name this Pass
Through Certificate is registered at the close of business on the 15th day
preceding such Special Distribution Date, an amount in respect of such Special
Payments on the Equipment Certificates, equal to the product of the percentage
interest in the Pass Through Trust evidenced by this Pass Through Certificate
and an amount equal to the sum of such Special Payments so received.
If a Distribution Date is not a Business Day, distribution
shall be made on the immediately following Business Day with the same force
and effect as if made on such Distribution Date and no interest shall accrue
during the intervening period. The Special Distribution Date shall be the
second day of the month determined as provided in the Pass Through Agreement
and the Series Supplement, except in certain circumstances, in which case it
will be the date of receipt of proceeds by the Pass Through Trustee as
provided in the Series Supplement. The Pass Through Trustee shall mail notice
of each Special Payment and the Special Distribution Date therefor to the
Certificateholder of this Pass Through Certificate.
Distributions on this Pass Through Certificate will be made by
the Pass Through Trustee to the Person entitled thereto, without the
presentation or surrender of this Pass Through Certificate or the making of
any notation hereon. Except as otherwise provided in the Pass Through
Agreement and notwithstanding the above, the final distribution on this Pass
Through Certificate will be made after notice is mailed by the Pass Through
Trustee of the pendency of such distribution and only upon presentation and
surrender of this Pass Through Certificate at the office or agency of the Pass
Through Trustee specified in such notice.
Any Person who is, or who in acquiring this Pass Through
Certificate is or may be using the assets of, an employee benefit plan subject
to Title I of The Employee Retirement Income Security Act of 1974, as amended
("ERISA"), or an individual retirement account or plan subject to Section 4975
of the Code, or any trust established under any such plan or account, may
acquire or hold any of the Pass Through Certificates, if such Person
determines either that an administrative or a statutory exemption from the
prohibited transaction rules under Section 406 of ERISA and Section 4975 of
the Code is applicable to its purchase and holding of this Pass Through
Certificate or that its purchase and holding of this Pass Through Certificate
will not result in a prohibited transaction under Section 406 of ERISA and
Section 4975 of the Code.
This Pass Through Certificate shall be governed by and
construed in accordance with the laws of the State of New York.
Reference is hereby made to the further provisions of this Pass
Through Certificate set forth on the reverse hereof, which further provisions
shall for all purposes have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been
executed by the Pass Through Trustee, by manual signature, this Pass Through
Certificate shall not be entitled to any benefit under the Pass Through Trust
or be valid for any purpose.
IN WITNESS WHEREOF, the Pass Through Trustee has caused this
Pass Through Certificate to be duly executed.
FEDERAL EXPRESS CORPORATION
PASS THROUGH TRUST, 1995-B3
By: THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION)
as Pass Through Trustee
By: ________________________________
Authorized Signatory
[FORM OF THE PASS THROUGH TRUSTEE'S CERTIFICATE OF AUTHENTICATION]
Dated:
This is one of the Pass Through Certificates referred to in the
within-mentioned Pass Through Agreement and the Series Supplement.
THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION)
as Pass Through Trustee
By: ________________________________
Authorized Signatory
[Reverse of Pass Through Certificate]
The Pass Through Certificates do not represent a direct obligation
of, or an obligation guaranteed by, or an interest in, the Company or the Pass
Through Trustee or any affiliate thereof. The Pass Through Certificates are
limited in right of payment, all as more specifically set forth on the face
hereof and in the Pass Through Agreement and the Series Supplement. All
payments or distributions made to Certificateholders under the Pass Through
Agreement shall be made only from the Trust Property and only to the extent
that the Pass Through Trustee shall have sufficient income or proceeds from
the Trust Property to make such payments in accordance with the terms of the
Pass Through Agreement and the Series Supplement. Each Certificateholder of
this Pass Through Certificate, by its acceptance hereof, agrees that it will
look solely to the income and proceeds from the Trust Property to the extent
available for distribution to such Certificateholder as provided in the Pass
Through Agreement and the Series Supplement. In connection with withholding
taxes, under certain circumstances the Pass Through Trustee may retain certain
amounts otherwise distributable to a Certificateholder. The purchase by any
Certificateholder of any Pass Through Certificate constitutes the consent of
such Certificateholder to such retention in accordance with the terms of the
Pass Through Agreement. This Pass Through Certificate does not purport to
summarize the Pass Through Agreement and the Series Supplement and reference
is made to the Pass Through Agreement and the Series Supplement for
information with respect to the interests, rights, benefits, obligations,
proceeds, and duties evidenced hereby. A copy of the Pass Through Agreement
may be examined by any Certificateholder upon request during normal business
hours at the principal office of the Pass Through Trustee, and at such other
places designated by the Pass Through Trustee.
As of the date of issuance of this Pass Through Certificate, and
assuming that no prepayment or default in respect of payment on the Equipment
Certificates shall occur, the aggregate scheduled repayments of principal on
the Equipment Certificates for the Pass Through Trust and the resulting Pool
Factors for the Pass Through Trust after taking into account each such
repayment are set forth below:
Pass Through Trust, 1995-B3
Scheduled Principal
Payments on
Regular Equipment Trust
Distribution Dates Certificates Pool Factor
----------------- ------------------- ------------
March 19, 1996 $ 0 1.0000000
July 2, 1996 0 1.0000000
January 2, 1997 0 1.0000000
July 2, 1997 0 1.0000000
January 2, 1998 0 1.0000000
July 2, 1998 0 1.0000000
January 2, 1999 0 1.0000000
July 2, 1999 0 1.0000000
January 2, 2000 0 1.0000000
July 2, 2000 0 1.0000000
January 2, 2001 0 1.0000000
July 2, 2001 0 1.0000000
January 2, 2002 0 1.0000000
July 2, 2002 0 1.0000000
January 2, 2003 0 1.0000000
July 2, 2003 0 1.0000000
January 2, 2004 0 1.0000000
July 2, 2004 0 1.0000000
January 2, 2005 0 1.0000000
July 2, 2005 0 1.0000000
January 2, 2006 0 1.0000000
July 2, 2006 0 1.0000000
January 2, 2007 0 1.0000000
July 2, 2007 0 1.0000000
January 2, 2008 0 1.0000000
July 2, 2008 0 1.0000000
January 2, 2009 0 1.0000000
July 2, 2009 0 1.0000000
January 2, 2010 0 1.0000000
July 2, 2010 0 1.0000000
January 2, 2011 0 1.0000000
July 2, 2011 0 1.0000000
January 2, 2012 0 1.0000000
July 2, 2012 0 1.0000000
January 2, 2013 0 1.0000000
July 2, 2013 0 1.0000000
January 2, 2014 0 1.0000000
July 2, 2014 0 1.0000000
January 2, 2015 0 1.0000000
July 2, 2015 0 1.0000000
January 2, 2016 5,273,259 0.8968091
July 2, 2016 0 0.8968091
January 2, 2017 14,480,934 0.6134360
July 2, 2017 160,095 0.6103032
January 2, 2018 18,100,191 0.2561058
July 2, 2018 560,311 0.2451413
January 2, 2019 12,129,446 0.0077837
July 2, 2019 397,764 0.0000000
The Pass Through Agreement and the Series Supplement permit , with
certain exceptions provided therein, the amendment thereof and the
modification of the rights and obligations of the Company and the rights of
the Certificateholders under the Pass Through Trust at any time by the Company
and the Pass Through Trustee with the consent of the Majority In Interest of
Certificateholders in the Pass Through Trust. Any such consent by the
Certificateholder of this Pass Through Certificate shall be conclusive and
binding on such Certificateholder and upon all future Certificateholders of
this Pass Through Certificate and of any Pass Through Certificate issued upon
the transfer hereof or in exchange hereof or in lieu hereof whether or not
notation of such consent is made upon this Pass Through Certificate. The Pass
Through Agreement and the Series Supplement also permit the amendment thereof,
in certain limited circumstances, without the consent of the
Certificateholders of any of the Pass Through Certificates.
As provided in the Pass Through Agreement and the Series Supplement
and subject to certain limitations set forth therein, the transfer of this
Pass Through Certificate is registrable in the Register upon surrender of this
Pass Through Certificate for registration of transfer to the Pass Through
Trustee in its capacity as Registrar, or by any successor Registrar, duly
endorsed or accompanied by a written instrument of transfer in form
satisfactory to the Pass Through Trustee and the Registrar duly executed by
the Certificateholder hereof or such Certificateholder's attorney duly
authorized in writing, and thereupon one or more new Pass Through Certificates
of authorized denominations evidencing the same aggregate Fractional Undivided
Interest in the Pass Through Trust will be issued to the designated transferee
or transferees.
The Pass Through Certificates are issuable only as registered Pass
Through Certificates without coupons in minimum denominations of $1,000
Fractional Undivided Interest and integral multiples thereof. As provided in
the Pass Through Agreement and the Series Supplement and subject to certain
limitations set forth therein, the Pass Through Certificates are exchangeable
for new Pass Through Certificates of authorized denominations evidencing the
same aggregate Fractional Undivided Interest in the Pass Through Trust, as
requested by the Certificateholder surrendering the same.
No service charge will be made for any such registration of
transfer or exchange, but the Pass Through Trustee may require payment of a
sum sufficient to cover any tax or governmental charge payable in connection
therewith.
The Pass Through Trustee, the Registrar, and any agent of the Pass
Through Trustee or the Registrar may treat the person in whose name this Pass
Through Certificate is registered as the owner hereof for all purposes, and
neither the Pass Through Trustee, the Registrar, nor any such agent shall be
affected by any notice to the contrary.
The obligations and responsibilities created by the Pass Through
Agreement and the Series Supplement and the Pass Through Trust created thereby
shall terminate upon the distribution to Certificateholders of all amounts
required to be distributed to them pursuant to the Pass Through Agreement and
the Series Supplement and the disposition of all property held as part of the
Trust Property.
Schedule I
to
Series Supplement
Federal Express Corporation
Pass Through Trust, 1995-B3
Equipment Certificates;
Related Indenture Documents
1. Equipment Trust Certificates (Federal Express Corporation Trust No.
N660FE):
Interest Rate: 7.58%
Maturity: July 2, 2018
Principal Amount: $17,806,000
Related Indenture Documents:
Trust Indenture and Security Agreement (Federal Express Corporation Trust
No. N660FE) dated as of September 1, 1995, amended and restated as of
October 26, 1995, between NBD Bank, as Owner Trustee, and The Chase
Manhattan Bank (National Association), as Indenture Trustee;
Trust Indenture and Security Agreement Supplement No. 1 (Federal Express
Corporation Trust No. N660FE) dated September 20, 1995, between NBD Bank, as
Owner Trustee, and The Chase Manhattan Bank (National Association), as
Indenture Trustee;
Participation Agreement (Federal Express Corporation Trust No. N660FE)
dated as of September 1, 1995, amended and restated as of October 26, 1995,
among Federal Express Corporation, as Lessee, Chrysler Capital Corporation,
as Owner Participant, NBD Bank, as Owner Trustee, The Chase Manhattan Bank
(National Association), as Indenture Trustee, The Chase Manhattan Bank
(National Association), as Pass Through Trustee and The Chase Manhattan
Bank (National Association), Bank of America NT & SA, CIBC Inc. and The
First National Bank of Chicago, as Original Loan Participants;
Trust Agreement (Federal Express Corporation Trust No. N660FE) dated as of
September 1, 1995, amended and restated as of October 26, 1995, between
Chrysler Capital Corporation, as Owner Participant and NBD Bank, as Owner
Trustee;
Lease Agreement (Federal Express Corporation Trust No. N660FE) dated as of
September 1, 1995, amended and restated as of October 26, 1995, between NBD
Bank, as Owner Trustee and Lessor, and Federal Express Corporation, as
Lessee; and
Lease Supplement No. 1 (Federal Express Corporation Trust No. N660FE) dated
September 20, 1995, between NBD Bank, as Owner Trustee and Lessor, and
Federal Express Corporation, as Lessee.
2. Equipment Trust Certificates (Federal Express Corporation Trust No.
N661FE):
Interest Rate: 7.58%
Maturity: January 2, 2019
Principal Amount: $18,089,000
Related Indenture Documents:
Trust Indenture and Security Agreement (Federal Express Corporation Trust
No. N661FE) dated as of October 15, 1995, amended and restated as of
October 26, 1995, between NBD Bank, as Owner Trustee, and The Chase
Manhattan Bank (National Association), as Indenture Trustee;
Trust Indenture and Security Agreement Supplement No. 1 (Federal Express
Corporation Trust No. N661FE) dated October 25, 1995, between NBD Bank, as
Owner Trustee, and The Chase Manhattan Bank (National Association), as
Indenture Trustee;
Participation Agreement (Federal Express Corporation Trust No. N661FE)
dated as of October 1, 1995, amended and restated as of October 26, 1995,
among Federal Express Corporation, as Lessee, NationsBank, N.A., as Owner
Participant, NBD Bank, as Owner Trustee, The Chase Manhattan Bank (National
Association), as Indenture Trustee, The Chase Manhattan Bank (National
Association), as Pass Through Trustee and The Chase Manhattan Bank
(National Association), Bank of America NT & SA, CIBC Inc. and The First
National Bank of Chicago, as Original Loan Participants;
Trust Agreement (Federal Express Corporation Trust No. N661FE) dated as of
October 1, 1995, amended and restated as of October 26, 1995, between
NationsBank, N.A., as Owner Participant and NBD Bank, as Owner Trustee;
Lease Agreement (Federal Express Corporation Trust No. N661FE) dated as of
October 15, 1995, amended and restated as of October 26, 1995, between NBD
Bank, as Owner Trustee and Lessor, and Federal Express Corporation, as
Lessee; and
Lease Supplement No. 1 (Federal Express Corporation Trust No. N661FE)
dated October 25, 1995, between NBD Bank, as Owner Trustee and Lessor,
and Federal Express Corporation, as Lessee.
3. Equipment Trust Certificates (Federal Express Corporation Trust No.
N663FE):
Interest Rate: 7.58%
Maturity: July 2, 2019
Principal Amount: $15,207,000
Related Indenture Documents:
Trust Indenture and Security Agreement (Federal Express Corporation Trust
No. N663FE) dated as of October 26, 1995, between NBD Bank, as Owner
Trustee, and The Chase Manhattan Bank (National Association), as Indenture
Trustee;
Participation Agreement (Federal Express Corporation Trust No. N663FE)
dated as of October 26, 1995, among Federal Express Corporation, as Lessee,
Chrysler Capital Corporation, as Owner Participant, NBD Bank, as Owner
Trustee, The Chase Manhattan Bank (National Association), as Indenture
Trustee and The Chase Manhattan Bank (National Association), as Pass
Through Trustee;
Trust Agreement (Federal Express Corporation Trust No. N663FE) dated as of
October 26, 1995, between Chrysler Capital Corporation, as Owner
Participant and NBD Bank, as Owner Trustee; and
Lease Agreement (Federal Express Corporation Trust No. N663FE) dated as
of October 26, 1995, between NBD Bank, as Owner Trustee and Lessor, and
Federal Express Corporation, as Lessee.
