SERIES SUPPLEMENT 1997-1-A
Dated May 28, 1997
between
FIRST SECURITY BANK, NATIONAL ASSOCIATION
as Pass Through Trustee,
and
FEDERAL EXPRESS CORPORATION
to
PASS THROUGH TRUST AGREEMENT
Dated as of May 1, 1997
$310,854,000
Federal Express Corporation
Pass Through Trust, 1997-1-A
Federal Express Corporation
1997-1 Pass Through Certificates,
Class A
TABLE OF CONTENTS
Page
RECITALS............................................................. 1
ARTICLE I
CERTAIN DEFINITIONS
ARTICLE II
DESIGNATIONS; TRUST FORMATION;
ISSUANCE OF PASS THROUGH CERTIFICATES
SECTION 2.01. Designations; Aggregate Amount........................... 5
SECTION 2.02. Declaration of Trust; Authorization...................... 5
SECTION 2.03. Issuance of Pass Through Certificates.................... 6
SECTION 2.04. Purchase of Equipment Certificates....................... 6
SECTION 2.05. Representations and Warranties of the Company............ 6
SECTION 2.06. The Intercreditor Agreement.............................. 6
SECTION 2.07. Conditions Precedent..................................... 6
SECTION 2.08. Acceptance of Appointment of Pass Through Trustee........ 7
ARTICLE III
DISTRIBUTION AND RECORD DATES;
CERTIFICATE AND SPECIAL PAYMENT ACCOUNTS;
CONCERNING AUTHENTICATING AGENT, PAYING AGENT AND REGISTRAR AND
THE CERTIFICATEHOLDERS
SECTION 3.01 Distribution Dates....................................... 7
SECTION 3.02. Record Dates............................................. 7
SECTION 3.03. Certificate Account and Special Payments Account......... 7
SECTION 3.04. Form of Pass Through Certificates........................ 8
SECTION 3.05. Indenture Documents...................................... 8
SECTION 3.06. Appointment of Authenticating Agent; Paying Agent and
Registrar.............................................. 8
SECTION 3.07. Predelivery Funding...................................... 8
SECTION 3.08. ERISA.................................................... 9
SECTION 3.09. Intercreditor Agreement.................................. 9
SECTION 3.10. Ranking of Equipment Certificates........................ 9
SECTION 3.11. No Cross-Default or Cross-Collateralization of Equipment
Certificates........................................... 9
SECTION 3.12. Ranking of 1997-1-A Pass Through Certificates............ 9
SECTION 3.13. Liquidity Facility....................................... 9
SECTION 3.14. Purchase Rights of Certificateholders.................... 9
SECTION 3.15. PTC Event of Default..................................... 9
ARTICLE IV
MISCELLANEOUS
SECTION 4.01. Governing Law; Counterpart Form.......................... 10
SECTION 4.02. Reports by the Company................................... 10
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
SCHEDULE II Cut-Off Date for each of the Aircraft
SERIES SUPPLEMENT 1997-1-A
SERIES SUPPLEMENT 1997-1-A, dated May 28, 1997 (this "Series
Supplement"), between FEDERAL EXPRESS CORPORATION, a Delaware corporation (the
"Company") and FIRST SECURITY BANK, NATIONAL ASSOCIATION, a national banking
association, as Pass Through Trustee (the "Pass Through Trustee"), to the Pass
Through Trust Agreement, dated as of May 1, 1997 (the "Pass Through
Agreement"), between the Company and the Pass Through Trustee.
RECITALS
WHEREAS, capitalized terms used herein shall have the respective
meanings set forth or referred to in Article I hereof;
WHEREAS, Section 2.01 of the Pass Through Agreement provides, among
other things, that the Company and the Pass Through Trustee may execute and
deliver one or more series supplements, each for the purpose of forming a
separate pass through trust for the benefit of the certificateholders of the
class of pass through certificates to be issued pursuant to such pass through
trust, appointing an institution to act as Pass Through Trustee if different
from the institution executing the Pass Through Agreement, establishing
certain terms of such pass through certificates, and pursuant to which the
pass through certificates of such class shall be executed and authenticated by
the Pass Through Trustee and delivered as directed by the Company;
WHEREAS, pursuant to the Participation Agreements, the Company has
agreed to cause the Equipment Certificates to be issued and sold to the Pass
Through Trustee, and the Pass Through Trustee has agreed to purchase the
Equipment Certificates, which will be held in trust as Trust Property for the
benefit of the Certificateholders;
WHEREAS, in order to facilitate such sale, the Company has agreed,
pursuant to the Underwriting Agreement, to cause the Pass Through Trustee to
issue and sell the Pass Through Certificates to the Underwriters;
WHEREAS, pursuant to the Pass Through Agreement and the terms of this
Series Supplement, the Pass Through Trustee will execute, authenticate and
deliver the Pass Through Certificates to the Underwriters upon receipt by the
Pass Through Trustee of the purchase price therefor, which will be applied in
accordance with this Series Supplement to purchase the Equipment Certificates;
WHEREAS, the Pass Through Trustee hereby declares the creation of
this Pass Through Trust for the benefit of the Certificateholders, and the
initial Certificateholders of such Pass Through Certificates, as the grantors
of such Pass Through Trust, by their respective acceptances of such Pass
Through Certificates, join in the creation of such Pass Through Trust;
WHEREAS, to facilitate the sale of the Equipment Certificates to, and
the purchase of the Equipment Certificates by, the Pass Through Trustee on
behalf of this Pass Through Trust, the Company has duly authorized the
execution and delivery of this Series Supplement as the "issuer," as such term
is defined in and solely for purposes of the Securities Act, of the Pass
Through Certificates and as the "obligor," as such term is defined in and
solely for purposes of the Trust Indenture Act, with respect to all such Pass
Through Certificates; and
WHEREAS, this Series Supplement is subject to the provisions of the
Trust Indenture Act and shall, to the extent applicable, be governed by such
provisions;
IT IS HEREBY COVENANTED AND AGREED by and between the parties hereto
as follows:
ARTICLE I
CERTAIN DEFINITIONS
All terms used in this Series Supplement that are defined in the Pass
Through Agreement, either directly or by reference therein, have the meanings
assigned to them therein as supplemented by this Article I, if applicable,
except to the extent the context requires otherwise. Any such defined term
that is defined in the Pass Through Agreement as relating to a particular Pass
Through Trust or Class rather than to any Pass Through Trust or Class
generally shall, when used in this Series Supplement, relate solely to the
Federal Express Corporation Pass Through Trust, 1997-1-A, or the Federal
Express Corporation 1997-1 Pass Through Certificates, Class A, as the case may
be, whether or not expressly so stated herein.
"Aircraft" means four XxXxxxxxx Xxxxxxx MD-11F aircraft and five
Airbus A300F4-605R aircraft, including the Engines (as such term is defined in
the related Participation Agreement) relating thereto, leased, or expected to
be leased, by the related Owner Trustee to the Company pursuant to one of nine
separate Leases, and, collectively, means all of the foregoing.
"Aircraft Delivery Date" means, for each Aircraft, the date on which
such Aircraft is delivered and sold to the Lessor (as such term is defined in
the related Participation Agreement) and leased by the Lessor to the Lessee
(as such term is defined in the related Participation Agreement) under the
Lease (as such term is defined in the related Participation Agreement), which
date shall also be the date of the initial Lease Supplement (as such term is
defined in the related Participation Agreement).
"Authenticating Agent" has the meaning set forth in Section 3.06
hereof.
"Certificate Account" means the Certificate Account specified in
Section 3.03 hereof.
"Certificateholders" means the Certificateholders of the Class of
Pass Through Certificates designated in Section 2.01 hereof.
"Collateral Account" means each of the Collateral Accounts
established pursuant to the Indentures for each of Federal Express Corporation
Trust Nos. N581FE, N583FE, N584FE, N670FE, N671FE, N672FE, N673FE and N674FE
into which the proceeds of sale of the related Equipment Certificates will be
deposited respectively.
"Cut-Off Date" means the date listed on Schedule II hereto for each
Aircraft.
"Delivery Date" means, for any Equipment Certificates, the Refunding
Date or the Pass Through Closing 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.
"Final Expected Distribution Date" means January 15, 2018.
"Final Legal Distribution Date" means July 15, 2019.
"Intercreditor Agreement" means the Intercreditor Agreement dated as
of May 1, 1997 among the Pass Through Trustee, the Liquidity Provider and the
Subordination Agent.
"Interest Drawing" has the meaning specified in the Intercreditor
Agreement.
"Issuance Date" means the date defined as the Closing Time in the
Underwriting Agreement.
"Liquidity Facility" means the Irrevocable Revolving Credit Agreement
Class A Pass Through Certificates dated as of May 1, 1997 between the
Subordination Agent and the Liquidity Provider.
"Liquidity Provider" means Kredietbank N.V., New York Branch or any
replacement liquidity provider.
"Participation Agreements" means those Participation Agreements
listed in Schedule I hereto.
"Pass Through Certificates" means the Pass Through Certificates
designated in Section 2.01 hereof.
"Pass Through Trust," "this Pass Through Trust" and other like words
means the Pass Through Trust designated in Section 2.01 hereof.
"Paying Agent" means the Person specified as such in Section 3.06
hereof.
"Pool Balance" means, for any Pass Through Trust or for the Pass
Through Certificates issued by any Pass Through Trust, as of any date, the
original aggregate face amount of the Pass Through Certificates of such Pass
Through Trust less the aggregate amount of all payments on such Pass Through
Certificates other than payments made in respect of interest or premium or
reimbursement of any costs and expenses in connection therewith. The Pool
Balance for each Pass Through Trust as of any Regular Distribution Date or
Special Distribution Date will be computed after giving effect to the payment
of principal, if any, on the Equipment Certificates or other Trust Property
held in such Pass Through Trust and the distribution thereof being made on
that date.
"Pool Factor" means, for any Pass Through Trust as of any Regular
Distribution Date or Special Distribution Date the quotient (rounded to the
seventh decimal place) computed by dividing (i) the Pool Balance by (ii) the
original aggregate face amount of the Pass Through Certificates of the related
Class. The Pool Factor for each Pass Through Trust as of any Regular
Distribution Date or Special Distribution Date will be computed after giving
effect to the payment of principal, if any, on such Equipment Certificates or
other Trust Property held in such Pass Through Trust and the distribution
thereof being made on that date.
"PTC Event of Default" has the meaning set forth in Section 3.15
hereof.
"Record Date" means any Record Date specified in Section 3.02 hereof.
"Registrar" means the Person specified as such in Section 3.06 hereof.
"Regular Distribution Date" means any Regular Distribution Date
specified in Section 3.01 hereof.
"Special Distribution Date" means, for any Special Payment, the
Special Distribution Date for such Special Payment specified in Section 3.01
hereof.
"Special Payments Account" means the Special Payments Account
specified in Section 3.03 hereof.
"Specified Investments" has the meaning set forth in Schedule II to
the Participation Agreements.
"Subordination Agent" means First Security Bank, National
Association, a national banking association.
"Trust Property" means, for this Pass Through Trust: (i) the
Equipment Certificates held in this Pass Through Trust; (ii) the rights of
this Pass Through Trust under the Intercreditor Agreement (including all
monies receivable in respect of such rights); (iii) all monies receivable
under the Liquidity Facility for this Pass Through Trust; and (iv) funds from
time to time deposited with the Pass Through Trustee in accounts relating to
this Pass Through Trust.
"Underwriters" means the several Underwriters named in the
Underwriting Agreement.
"Underwriting Agreement" means the Underwriting Agreement dated May
22, 1997 among the Company and Xxxxxx Xxxxxxx & Co. Incorporated, First
Chicago Capital Markets, Inc., Xxxxxxx, Sachs & Co. and X.X. Xxxxxx & Co.
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, 1997-1-A (herein sometimes called this "Pass Through Trust"). The Pass
Through Certificates evidencing Fractional Undivided Interests in such Pass
Through Trust shall be designated as the Federal Express Corporation 1997-1
Pass Through Certificates, Class A (herein sometimes called the "1997-1-A Pass
Through Certificates"). The 1997-1-A Pass Through Certificates shall be the
only instruments evidencing a fractional undivided interest in such Pass
Through Trust.
Except as provided in Sections 2.08, 2.09 and 2.11 of the Pass Through
Agreement, the aggregate amount of 1997-1-A Pass Through Certificates that may
be authenticated, delivered and outstanding under this Series Supplement is
limited to $310,854,000.
SECTION 2.02. Declaration of Trust; Authorization. Each initial
Certificateholder, by its acceptance of any 1997-1-A Pass Through Certificate
is hereby deemed (1) as grantor, to join in the creation and declaration of
this Pass Through Trust and (2) as beneficiary of such Pass Through Trust, to
authorize and direct the Pass Through Trustee to execute and deliver all
documents to which the Pass Through Trustee is a party that may be necessary
or desirable to consummate the transactions contemplated hereby and to
exercise its rights and perform its duties under the Participation Agreements,
the Indentures, the Pass Through Agreement, the Intercreditor Agreement and
this Series Supplement.
The Pass Through Trustee hereby acknowledges and accepts this grant
of trust and declares that it will hold the Trust Property as Pass Through
Trustee of this Pass Through Trust for the use and benefit of the
Certificateholders.
SECTION 2.03. Issuance of Pass Through Certificates. Subject to the
terms set forth herein, on the Issuance Date (i) the Company shall direct the
Underwriters to execute a wire transfer or intra-bank transfer to the Pass
Through Trustee in the amount of the total proceeds payable by such
Underwriters pursuant to the Underwriting Agreement with respect to the
1997-1-A Pass Through Certificates and (ii) the Pass Through Trustee shall
deliver the 1997-1-A Pass Through Certificates to the Underwriters as provided
in the Underwriting Agreement upon receipt by the Pass Through Trustee of such
proceeds.
SECTION 2.04. Purchase of Equipment Certificates. On the Issuance
Date, the Pass Through Trustee shall purchase, in accordance with Section 2.02
of the Pass Through Agreement, each of the Equipment Certificates upon the
satisfaction or waiver of the conditions for such purchase by the Pass Through
Trustee set forth in the related Participation Agreement.
SECTION 2.05. Representations and Warranties of the Company. All of
the representations and warranties of the Company set forth or incorporated by
reference in Section 1 of the Underwriting Agreement are incorporated by
reference in this Series Supplement as if set forth herein and the Company
represents and warrants that such representations and warranties are true and
correct on the date hereof, except to the extent that such representations and
warranties expressly relate solely to an earlier date or later date (in which
case such representations and warranties were correct on and as of such
earlier date or will be correct on and as of such later date, as the case may
be).
SECTION 2.06. The Intercreditor Agreement. The Pass Through Trustee
is hereby directed to execute and deliver the Intercreditor Agreement on or
prior to the Issuance Date in the form delivered to the Pass Through Trustee
by the Company. The Pass Through Trustee represents and warrants that the
Intercreditor Agreement will be duly executed and delivered by one of its
officers who is duly authorized to execute and deliver such document on its
behalf.
SECTION 2.07. Conditions Precedent. The obligations of the Pass
Through Trustee to participate in the transactions described in Sections 2.03
and 2.04 hereof are subject to (i) receipt by the Pass Through Trustee of a
certificate of the Company to the same effect as the certificate of the
Company delivered to the Underwriters pursuant to Section 5(c) of the
Underwriting Agreement, and (ii) satisfaction or waiver of the conditions for
the purchase by the Underwriters of the Pass Through Certificates set forth
in Section 5 of the Underwriting Agreement, which satisfaction or waiver for
the purposes hereof shall be conclusively demonstrated by the receipt by the
Pass Through Trustee of the total proceeds payable by such Underwriters
pursuant to the Underwriting Agreement with respect to the 1997-1-A Pass
Through Certificates.
SECTION 2.08. Acceptance of Appointment of Pass Through Trustee.
First Security Bank, National Association represents and warrants that it is
qualified to serve as Pass Through Trustee and satisfies the criteria
specified in Section 10.02 of the Pass Through Agreement for eligibility as a
Pass Through Trustee. First Security Bank, National Association hereby agrees
to serve as Pass Through Trustee for the Pass Through Certificates and
acknowledges its appointment as Pass Through Trustee in accordance with the
provisions of, and subject to all of the terms and conditions set forth in,
the Pass Through Agreement and this related Series Supplement upon the
execution and delivery of this Series Supplement.
ARTICLE III
DISTRIBUTION AND RECORD DATES;
CERTIFICATE AND SPECIAL PAYMENT ACCOUNTS;
CONCERNING AUTHENTICATING AGENT, PAYING AGENT AND REGISTRAR AND
THE CERTIFICATEHOLDERS
SECTION 3.01 Distribution Dates. The Regular Distribution Dates
are each January 15 and July 15, commencing on July 15, 1997. The Special
Distribution Date is any Business Day on which a Special Payment is to be
distributed.
SECTION 3.02. Record Dates. The Record Dates for the Regular
Distribution Dates are December 31 and June 30, respectively, and the Record
Date for any Special Distribution Date is the fifteenth day preceding such
Special Distribution Date, in any event, whether or not such date is a
Business Day.
SECTION 3.03. Certificate Account and Special Payments Account. In
accordance with Section 5.01(a) of the Pass Through Agreement and upon receipt
of any Scheduled Payment, the Pass Through Trustee shall immediately deposit
such Scheduled Payment into the Certificate Account, a separate and
non-interest bearing account designated by the Pass Through Trustee to be used
for such purpose. In accordance with Section 5.01(b) of the Pass Through
Agreement and upon receipt of any Special Payment, the Pass Through Trustee
shall immediately deposit such Special Payment into the Special Payments
Account, a separate and, except as provided in Section 5.04 of the Pass
Through Agreement, non-interest bearing account designated by the Pass Through
Trustee to be used for such purpose.
SECTION 3.04. Form of Pass Through Certificates. Subject to Section
2.07 of the Pass Through Agreement, each of the 1997-1-A Pass Through
Certificates will be substantially in the form of Exhibit A hereto. The
1997-1-A Pass Through Certificates will be issued pursuant to a book-entry
system in the form of one or more Registered Global Certificates and subject
to the conditions set forth in the Letter of Representations among the
Company, the Pass Through Trustee and The Depository Trust Company.
SECTION 3.05. Indenture Documents. The related Indenture Documents
are listed in Schedule I hereto.
SECTION 3.06. Appointment of Authenticating Agent; Paying Agent and
Registrar. (a) The Pass Through Trustee may appoint an authenticating agent
(the "Authenticating Agent") with respect to the Pass Through Certificates
which shall be authorized to act on behalf of the Pass Through Trustee to
authenticate the Pass Through Certificates issued upon original issue and upon
exchange or registration of transfer thereof or pursuant to Section 2.09 of
the Pass Through Agreement. Pass Through Certificates so authenticated shall
be entitled to the benefits of the Pass Through Agreement and this Series
Supplement and shall be valid and obligatory for all purposes as if
authenticated by the Pass Through Trustee. Whenever reference is made in the
Pass Through Agreement or this Series Supplement to the authentication and
delivery of Pass Through Certificates by the Pass Through Trustee or the Pass
Through Trustee's certificate of authentication, such reference shall be
deemed to include authentication and delivery on behalf of the Pass Through
Trustee by an Authenticating Agent and a certificate of authentication
executed on behalf of the Pass Through Trustee by an Authenticating Agent.
(b) The Paying Agent, Registrar and Authenticating Agent for the
1997-1-A Pass Through Certificates initially shall be First Security Bank,
National Association. First Security Bank, National Association hereby
represents and warrants to the Company that it is qualified to serve as Paying
Agent, Registrar and Authenticating Agent under the provisions of, and subject
to all of the terms and conditions set forth in, the Pass Through Agreement
and this related Series Supplement.
SECTION 3.07. Predelivery Funding and Delayed Equipment
Certificates. (a) Predelivery Funding. During the period between the date of
issuance of Equipment Certificates by the Owner Trustee in respect of Federal
Express Corporation Trust Nos. N670FE, N671FE, N672FE, N673FE, N674FE, N581FE,
N583FE and N584FE and the Aircraft Delivery Date for the related Aircraft,
such Equipment Certificates will not be secured by such Aircraft or the
related Lease, but will be secured by each Collateral Account. Pursuant to
the related Indenture, the Indenture Trustee on behalf of the related Owner
Trustee will deposit the proceeds from the sale of the related Equipment
Certificates into each Collateral Account.
Sums deposited in each Collateral Account will be invested as set
forth in the Related Indenture.
(b) Delayed Equipment Certificates. If for any reason Equipment
Certificates are not available for purchase on the Pass Through Closing Date
(as such term is defined in the related Participation Agreement) the Pass
Through Trustee shall invest a corresponding amount of the proceeds received
from the Underwriters pursuant to the Underwriting Agreement in Specified
Investments at the risk and for the benefit of the Company until such
Equipment Certificates are available for purchase.
SECTION 3.08. ERISA. Any Person who is acquiring a Pass Through
Certificate will be deemed to represent and warrant that (i) no assets of an
employee benefit plan subject to Title I of The Employee Retirement Income
Security Act of 1974, as amended ("ERISA") or an individual retirement account
or plan subject to Section 4975 of the Code, or any trust established under
any such plan or account, have been used to acquire or hold any of the Pass
Through Certificates or (ii) that one or more administrative or statutory
exemptions from the prohibited transaction rules under Section 406 of ERISA
and Section 4975 of the Code applies to its purchase and holding of a Pass
Through Certificate such that its purchase and holding of a Pass Through
Certificate will not result in a non-exempt prohibited transaction under
Section 406 of ERISA and Section 4975 of the Code.
SECTION 3.09. Intercreditor Agreement. The 1997-1-A Pass Through
Certificates are subject to the Intercreditor Agreement.
SECTION 3.10. Ranking of Equipment Certificates. The Equipment
Certificates will be subject to the ranking and priority as set forth in the
related Indenture Documents.
SECTION 3.11. No Cross-Default or Cross-Collateralization of
Equipment Certificates. As set forth in the related Indenture Documents,
there are no cross-collateralization provisions or cross-default provisions in
respect of the Equipment Certificates.
SECTION 3.12. Ranking of 1997-1-A Pass Through Certificates. The
1997-1-A Pass Through Certificates will be subject to the ranking and priority
as set forth in the Intercreditor Agreement.
SECTION 3.13. Liquidity Facility. Payments of interest on the
1997-1-A Pass Through Certificates will be supported by a Liquidity Facility
to be provided by the Liquidity Provider for the benefit of the
Certificateholders.
SECTION 3.14. Purchase Rights of Certificateholders. The
Certificateholders will have the purchase rights, if any, upon the occurrence
and during the continuation of a Triggering Event as set forth in the Pass
Through Agreement.
SECTION 3.15. PTC Event of Default. A PTC Event of Default shall
have occurred if, for any Pass Through Trust, the Pass Through Trustee shall
fail to pay within 10 Business Days of the due date thereof (i) the
outstanding Pool Balance of the 1997-1-A Pass Through Certificates on the
Final Legal Distribution Date or (ii) interest due on the 1997-1 Pass Through
Certificates on any Regular Distribution Date unless the Subordination Agent
has made an Interest Drawing in an amount sufficient to pay such interest and
has distributed such amount to the Certificateholders. Any failure by the Pass
Through Trustee to make expected principal distributions on the 1997-1-A Pass
Through Certificates on any Regular Distribution Date (other than the Final
Legal Distribution Date) will not be a PTC Event of Default.
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
1997-1-A PASS THROUGH CERTIFICATE SHALL IN ALL RESPECTS BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK, INCLUDING ALL
MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE.
This Series Supplement may be executed by the parties hereto in
separate counterparts, each of which when so executed and delivered shall be
an original, but all such counterparts shall together constitute but one and
the same instrument.
SECTION 4.02. Reports by the Company. In addition to the reports
required to be provided by the Company pursuant to Section 4.03 of the Pass
Through Agreement, the Company agrees to furnish to the Pass Through Trustee
from time to time, such other financial information as the Pass Through
Trustee may reasonably request.
SECTION 4.03. Modification and Ratification of Pass Through
Agreement. The Pass Through Agreement is incorporated herein by reference in
its entirety, and shall be deemed to be a part of this Series Supplement as if
set forth in full herein, and is in all respects ratified and confirmed, as
supplemented and modified by this Series Supplement.
SECTION 4.04. Termination. In no event shall this Pass Through
Trust continue beyond the expiration of 21 years after the death of the last
survivor of 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
FIRST SECURITY BANK, NATIONAL ASSOCIATION,
not in its individual capacity, except
as otherwise expressly provided herein,
but solely as Pass Through Trustee
By: _________________________________________
Name: Xxxx X. Xxxxxx
Title: Vice President
Exhibit A
to
Series Supplement
FORM OF PASS THROUGH CERTIFICATE
THIS IS A REGISTERED GLOBAL CERTIFICATE REFERRED TO IN
SECTION 2.12 OF THE PASS THROUGH TRUST AGREEMENT.
Unless this pass through certificate is presented by an authorized
representative of The Depository Trust Company, a New York corporation
("DTC"), to the Pass Through Trustee or its agent for registration or
transfer, exchange or payment, and any certificate issued is registered in the
name of Cede & Co. or in such other name as is requested by an authorized
representative of DTC (and any payment is made to Cede & Co. or to such other
entity as is requested by an authorized representative of DTC), ANY TRANSFER,
PLEDGE OR OTHER USE THEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest
herein.
FEDERAL EXPRESS CORPORATION PASS THROUGH TRUST, 1997-1-A
1997-1 Pass Through Certificate, Class A
CUSIP 00000XXX0
Final Expected Distribution Date: January 15, 2018
evidencing a fractional undivided interest in a pass through trust.
Certificate No. _______
Applicable interest rate on Equipment Certificates held in
Pass Through Trust, 1997-1-A: 7.50%.
$___________ 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, 1997-1-A (the "Pass
Through Trust") created and declared by First Security Bank, National
Association, as pass through trustee (the "Pass Through Trustee"), pursuant to
the Pass Through Trust Agreement dated as of May 1, 1997 (the "Pass Through
Agreement"), as supplemented by Series Supplement 1997-1-A thereto dated May
__, 1997 (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 1997-1 Pass
Through Certificates, Class A." This Pass Through Certificate is issued under
and is subject to the terms, provisions, and conditions of the Pass Through
Agreement, the Series Supplement and the Intercreditor Agreement, to which the
Certificateholder of this Pass Through Certificate by virtue of the acceptance
hereof assents and by which such Certificateholder is bound. The property of
the Pass Through Trust includes (i) the Equipment Certificates held in such
Pass Through Trust, (ii) the rights of such Pass Through Trust under the
Intercreditor Agreement (including all monies receivable in respect of such
rights), (iii) all monies receivable under the Liquidity Facility for such
Pass Through Trust, and (iv) funds from time to time deposited with the Pass
Through Trustee in accounts relating to such Pass Through Trust. (the "Trust
Property"). Each series of Equipment Certificates is secured by a security
interest in (A) an aircraft leased to or, in the case of the Airbus
A300F4-605R Aircraft, 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 Specified Investments purchased
with the proceeds of the sale of such series of Equipment Certificates. Each
of the Pass Through Certificates represents a Fractional Undivided Interest in
the Pass Through Trust and the Trust Property, and has no rights, benefits or
interests in respect of any other separate trust established pursuant to the
terms of the Pass Through Agreement for any other class of Pass Through
Certificates issued pursuant thereto.
Subject to and in accordance with the terms of the Pass Through Agreement,
the Series Supplement and the Intercreditor Agreement, from funds then
available to the Pass Through Trustee, there will be distributed on each
January 15 and July 15 (a "Regular Distribution Date"), commencing on July 15,
1997, to the Person in whose name this Pass Through Certificate is registered
at the close of business on the 15th day preceding the applicable Regular
Distribution Date, an amount in respect of the Scheduled Payments on the
Equipment Certificates due on such Regular Distribution Date, equal to the
product of the percentage interest in the Pass Through Trust evidenced by this
Pass Through Certificate and an amount equal to the sum of such Scheduled
Payments.
Subject to and in accordance with the terms of the Pass Through Agreement,
the Series Supplement and the Intercreditor Agreement, if Special Payments on
the Equipment Certificates are received by the Pass Through Trustee, from
funds then available to the Pass Through Trustee, there shall be distributed
on the applicable Special Distribution Date, to the Person in whose name this
Pass Through Certificate is registered at the close of business on the 15th
day preceding such Special Distribution Date, an amount in respect of such
Special Payments on the Equipment Certificates, equal to the product of the
percentage interest in the Pass Through Trust evidenced by this Pass Through
Certificate and an amount equal to the sum of such Special Payments so
received.
If a Distribution Date is not a Business Day, distribution shall be made on
the immediately following Business Day with the same force and effect as if
made on such Distribution Date and no interest shall accrue during the
intervening period. The Special Distribution Date shall be any Business Day
on which a Special Payment is to be distributed.
Distributions on this Pass Through Certificate will be made by the Pass
Through Trustee to the Person entitled thereto, without the presentation or
surrender of this Pass Through Certificate or the making of any notation
hereon. Except as otherwise provided in the Pass Through Agreement and
notwithstanding the above, the final distribution on this Pass Through
Certificate will be made after notice is mailed by the Pass Through Trustee of
the pendency of such distribution and only upon presentation and surrender of
this Pass Through Certificate at the office or agency of the Pass Through
Trustee specified in such notice.
Any Person acquiring this Pass Through Certificate will be deemed to
represent and warrant that (i) no assets of an employee benefit plan subject
to Title I of The Employee Retirement Income Security Act of 1974, as amended
("ERISA") or an individual retirement account or plan subject to Section 4975
of the Code, or any trust established under any such plan or account, have
been used to acquire or hold any of the Pass Through Certificates or (ii) that
one or more administrative or statutory exemptions from the prohibited
transaction rules under Section 406 of ERISA and Section 4975 of the Code
applies to its purchase and holding of this Pass Through Certificate such that
its purchase and holding of this Pass Through Certificate will not result in a
non-exempt prohibited transaction under Section 406 of ERISA and Section 4975
of the Code.
This Pass Through Certificate shall be governed by and construed in
accordance with the laws of the State of New York.
Reference is hereby made to the further provisions of this Pass Through
Certificate set forth on the reverse hereof, which further provisions shall
for all purposes have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by the
Pass Through Trustee, by manual signature, this Pass Through Certificate shall
not be entitled to any benefit under the Pass Through Trust or be valid for
any purpose.
IN WITNESS WHEREOF, the Pass Through Trustee has caused this Pass Through
Certificate to be duly executed.
FEDERAL EXPRESS CORPORATION
PASS THROUGH TRUST, 1997-1-A
FIRST SECURITY BANK, NATIONAL ASSOCIATION,
not in its individual capacity, except as
otherwise expressly provided herein, but
solely as Pass Through Trustee
By: __________________________________
Authorized Signatory
[FORM OF THE PASS THROUGH TRUSTEE'S CERTIFICATE OF AUTHENTICATION]
Dated: May ___, 1997
This is one of the Pass Through Certificates referred to in the
within-mentioned Pass Through Agreement and the Series Supplement.
FIRST SECURITY BANK, NATIONAL ASSOCIATION,
not in its individual capacity, except as
otherwise expressly provided herein, but
solely as Pass Through Trustee
By: _______________________________________
Authorized Signatory
[Reverse of Pass Through Certificate]
The Pass Through Certificates do not represent a direct obligation of, or
an obligation guaranteed by, or an interest in, the Company or the Pass
Through Trustee or any affiliate thereof. The Pass Through Certificates are
limited in right of payment, all as more specifically set forth on the face
hereof and in the Pass Through Agreement, the Intercreditor Agreement and the
Series Supplement. Subject to the Intercreditor Agreement, all payments or
distributions made to Certificateholders under the Pass Through Agreement
shall be made only from the Trust Property and only to the extent that the
Pass Through Trustee shall have sufficient income or proceeds from the Trust
Property to make such payments in accordance with the terms of the Pass
Through Agreement and the Series Supplement. Each Certificateholder of this
Pass Through Certificate, by its acceptance hereof, agrees that it will look
solely to the income and proceeds from the Trust Property to the extent
available for distribution to such Certificateholder as provided in the Pass
Through Agreement, the Intercreditor Agreement and the Series Supplement.
In connection with withholding taxes, under certain circumstances the Pass
Through Trustee may retain certain amounts otherwise distributable to a
Certificateholder. The purchase by any Certificateholder of any Pass Through
Certificate constitutes the consent of such Certificateholder to such
retention in accordance with the terms of the Pass Through Agreement.
This Pass Through Certificate does not purport to summarize the Pass Through
Agreement, the Intercreditor Agreement and the Series Supplement and reference
is made to the Pass Through Agreement, the Intercreditor Agreement and the
Series Supplement for information with respect to the interests, rights,
benefits, obligations, proceeds and duties evidenced hereby. A copy of the
Pass Through Agreement, the Intercreditor Agreement and the Series Supplement
may be examined by any Certificateholder upon request during normal business
hours at the principal office of the Pass Through Trustee, and at such other
places designated by the Pass Through Trustee.
As of the date of issuance of this Pass Through Certificate, and assuming
that no prepayment or default in respect of payment on the Equipment
Certificates shall occur, the aggregate scheduled repayments of principal on
the Equipment Certificates for the Pass Through Trust and the resulting Pool
Factors for the Pass Through Trust after taking into account each such
repayment are set forth below:
Class A Trust
Equipment Certificates
Regular Scheduled Payments
Distribution Date of Principal Expected Pool Factor
--------------------- ------------------------ ----------------------
May 28, 1997 0 1.00000000
July 15, 1997 0 1.00000000
January 15, 1998 $ 2,582,007 0.9916938
July 15, 1998 2,183,726 0.9846689
January 15, 1999 3,781,639 0.9725036
July 15, 1999 1,824,711 0.9666336
January 15, 2000 4,381,953 0.9525371
July 15, 2000 1,878,088 0.9464954
January 15, 2001 4,755,783 0.9311963
July 15, 2001 1,504,258 0.9263572
January 15, 2002 5,644,273 0.9081999
July 15, 2002 615,768 0.9062190
January 15, 2003 5,510,536 0.8884919
July 15, 2003 749,504 0.8860808
January 15, 2004 4,443,848 0.8717852
July 15, 2004 1,816,192 0.8659426
January 15, 2005 3,997,728 0.8530821
July 15, 2005 2,262,318 0.8458044
January 15, 2006 4,443,848 0.8315087
July 15, 2006 1,816,198 0.8256661
January 15, 2007 4,930,209 0.8098059
July 15, 2007 1,329,833 0.8055279
January 15, 2008 6,260,042 0.7853897
July 15, 2008 0 0.7853897
January 15, 2009 6,260,042 0.7652515
July 15, 2009 0 0.7652515
January 15, 2010 7,587,306 0.7408436
July 15, 2010 0 0.7408436
January 15, 2011 11,187,831 0.7048530
July 15, 2011 0 0.7048530
January 15, 2012 17,265,476 0.6493109
July 15, 2012 0 0.6493109
January 15, 2013 41,565,514 0.5155969
July 15, 2013 0 0.5155969
January 15, 2014 29,254,801 0.4214859
July 15, 2014 80,029 0.4212284
January 15, 2015 48,486,399 0.2652504
July 15, 2015 313,361 0.2642423
January 15, 2016 46,924,316 0.1132894
July 15, 2016 564,520 0.1114734
January 15, 2017 33,575,713 0.0034622
July 15, 2017 0 0.0034622
January 15, 2018 1,076,230 0.0000000
Each Certificateholder of this Pass Through Certificate by its acceptance
hereof, acknowledges that the terms of the Participation Agreement, the Lease
and the Indenture as they relate to two of the aircraft may differ from the
terms set forth or incorporated by reference in this Pass Through Certificate.
The Pass Through Agreement, the Intercreditor Agreement and the Series
Supplement permit, with certain exceptions provided therein, the amendment
thereof and the modification of the rights and obligations of the Company and
the rights of the Certificateholders under the Pass Through Trust at any time
by the Company and the Pass Through Trustee with the consent of the Majority
In Interest of Certificateholders in the Pass Through Trust. Any such consent
by the Certificateholder of this Pass Through Certificate shall be conclusive
and binding on such Certificateholder and upon all future Certificateholders
of this Pass Through Certificate and of any Pass Through Certificate issued
upon the transfer hereof or in exchange hereof or in lieu hereof whether or not
notation of such consent is made upon this Pass Through Certificate. The Pass
Through Agreement, the Intercreditor Agreement and the Series Supplement also
permit the amendment thereof, in certain limited circumstances, without the
consent of the Certificateholders of any of the Pass Through Certificates.
As provided in the Pass Through Agreement and the Series Supplement and
subject to certain limitations set forth therein, the transfer of this Pass
Through Certificate is registrable in the Register upon surrender of this Pass
Through Certificate for registration of transfer to the Pass Through Trustee
in its capacity as Registrar, or by any successor Registrar, duly endorsed or
accompanied by a written instrument of transfer in form satisfactory to the
Pass Through Trustee and the Registrar duly executed by the Certificateholder
hereof or such Certificateholder's attorney duly authorized in writing, and
thereupon one or more new Pass Through Certificates of authorized denominations
evidencing the same aggregate Fractional Undivided Interest in the Pass
Through Trust will be issued to the designated transferee or transferees.
The Pass Through Certificates are issuable only as registered Pass Through
Certificates without coupons in minimum denominations of $1,000 fractional
undivided interests and integral multiples thereof. As provided in the Pass
Through Agreement and the Series Supplement and subject to certain limitations
set forth therein, the Pass Through Certificates are exchangeable for new Pass
Through Certificates of authorized denominations evidencing the same aggregate
Fractional Undivided Interest in the Pass Through Trust, as requested by the
Certificateholder surrendering the same.
No service charge will be made for any such registration of transfer or
exchange, but the Pass Through Trustee may require payment of a sum sufficient
to cover any tax or governmental charge payable in connection therewith.
The Pass Through Trustee, the Registrar, and any agent of the Pass Through
Trustee or the Registrar may treat the person in whose name this Pass Through
Certificate is registered as the owner hereof for all purposes, and neither
the Pass Through Trustee, the Registrar, nor any such agent shall be affected
by any notice to the contrary.
The obligations and responsibilities created by the Pass Through Agreement
and the Series Supplement and the Pass Through Trust created thereby shall
terminate upon the distribution to Certificateholders of all amounts required
to be distributed to them pursuant to the Pass Through Agreement, the
Intercreditor Agreement and the Series Supplement and the disposition of all
property held as part of the Trust Property.
Schedule I
to
Series Supplement
Federal Express Corporation
Pass Through Trust, 1997-1-A
Class A
Equipment Certificates;
Related Indenture Documents
1. Equipment Certificates (Federal Express Corporation Trust No. N581FE):
Interest Rate: 7.50%
Maturity: January 15, 2017
Principal Amount: $35,615,000
Related Indenture Documents:
Trust Indenture and Security Agreement (Federal Express Corporation Trust
No. N581FE) dated as of May 1, 1997, between Wilmington Trust Company, not
in its individual capacity, except as otherwise provided therein, but
solely as Owner Trustee, and First Security Bank, National Association, not
in its individual capacity, except as otherwise provided therein, but
solely as Indenture Trustee;
Participation Agreement (Federal Express Corporation Trust No. N581FE)
dated as of May 1, 1997, among Federal Express Corporation, as Lessee,
AmSouth Leasing, Ltd. and BTM Funding Corporation, as Owner Participants,
Wilmington Trust Company, not in its individual capacity, except as
otherwise provided therein, but solely as Owner Trustee, First Security
Bank, National Association, not in its individual capacity, except as
otherwise provided therein, but solely as Indenture Trustee, First Security
Bank, National Association, not in its individual capacity, except as
otherwise provided therein, but solely as Pass Through Trustee, and First
Security Bank, National Association, not in its individual capacity, except
as otherwise provided therein, but solely as Subordination Agent;
Trust Agreement (Federal Express Corporation Trust No. N581FE) dated as of
May 1, 1997, among AmSouth Leasing, Ltd. and BTM Funding Corporation, as
Owner Participants, and Wilmington Trust Company;
Lease Agreement (Federal Express Corporation Trust No. N581FE) dated as of
May 1, 1997, between Wilmington Trust Company, not in its individual
capacity, except as otherwise provided therein, but solely as Owner Trustee
and Lessor, and Federal Express Corporation, as Lessee; and
Owner Participant Guaranty (Federal Express Corporation Trust No. N581FE)
dated May 28, 1997, by AmSouth Bank of Alabama, as the Owner Participant
Guarantor in favor of the Lessee, the Owner Trustee, the Indenture Trustee
and the Pass Through Trustee.
Owner Participant Guaranty (Federal Express Corporation Trust No. N581FE)
dated May 28, 1997, by BTM Capital Corporation, as the Owner Participant
Guarantor in favor of the Lessee, the Owner Trustee, the Indenture Trustee
and the Pass Through Trustee.
2. Equipment Certificates (Federal Express Corporation Trust No. N583FE):
Interest Rate: 7.50%
Maturity: January 15, 2016
Principal Amount: $34,220,000
Related Indenture Documents:
Trust Indenture and Security Agreement (Federal Express Corporation Trust
No. N583FE) dated as of May 1, 1997, between State Street Bank and Trust
Company of Connecticut, National Association, not in its individual
capacity, except as otherwise provided therein, but solely as Owner
Trustee, and First Security Bank, National Association, not in its
individual capacity, except as otherwise provided therein, but solely as
Indenture Trustee;
Participation Agreement (Federal Express Corporation Trust No. N583FE)
dated as of May 1, 1997, among Federal Express Corporation, as Lessee and
Initial Owner Participant, State Street Bank and Trust Company of
Connecticut, National Association, not in its individual capacity, except
as otherwise provided therein, but solely as Owner Trustee, First Security
Bank, National Association, not in its individual capacity, except as
otherwise provided therein, but solely as Indenture Trustee, First Security
Bank, National Association, not in its individual capacity, except as
otherwise provided therein, but solely as Pass Through Trustee, and First
Security Bank, National Association, not in its individual capacity, except
as otherwise provided therein, but solely as Subordination Agent;
Trust Agreement (Federal Express Corporation Trust No. N583FE) dated as of
May 1, 1997, between Federal Express Corporation, as Initial Owner
Participant, and State Street Bank and Trust Company of Connecticut,
National Association; and Lease Agreement (Federal Express Corporation
Trust No. N583FE) dated as of May 1, 1997, between State Street Bank
and Trust Company of Connecticut, National Association, not in its
individual capacity, except as otherwise provided therein, but solely as
Owner Trustee and Lessor, and Federal Express Corporation, as Lessee.
3. Equipment Certificates (Federal Express Corporation Trust No. N584FE):
Interest Rate: 7.50%
Maturity: January 15, 2016
Principal Amount: $36,665,000
Related Indenture Documents:
Trust Indenture and Security Agreement (Federal Express Corporation Trust
No. N584FE) dated as of May 1, 1997, between State Street Bank and Trust
Company of Connecticut, National Association, not in its individual
capacity, except as otherwise provided therein, but solely as Owner
Trustee, and First Security Bank, National Association, not in its
individual capacity, except as otherwise provided therein, but solely as
Indenture Trustee;
Participation Agreement (Federal Express Corporation Trust No. N584FE)
dated as of May 1, 1997, among Federal Express Corporation, as Lessee and
Initial Owner Participant, State Street Bank and Trust Company of
Connecticut, National Association, not in its individual capacity, except
as otherwise provided therein, but solely as Owner Trustee, First Security
Bank, National Association, not in its individual capacity, except as
otherwise provided therein, but solely as Indenture Trustee, First Security
Bank, National Association, not in its individual capacity, except as
otherwise provided therein, but solely as Pass Through Trustee, and First
Security Bank, National Association, not in its individual capacity, except
as otherwise provided therein, but solely as Subordination Agent;
Trust Agreement (Federal Express Corporation Trust No. N584FE) dated as of
May 1, 1997, between Federal Express Corporation, as Initial Owner
Participant, and State Street Bank and Trust Company of Connecticut,
National Association; and
Lease Agreement (Federal Express Corporation Trust No. N584FE) dated as of
May 1, 1997, between State Street Bank and Trust Company of Connecticut,
National Association, not in its individual capacity, except as otherwise
provided therein, but solely as Owner Trustee and Lessor, and Federal
Express Corporation, as Lessee.
4. Equipment Certificates (Federal Express Corporation Trust No. N587FE):
Interest Rate: 7.50%
Maturity: January 15, 2015
Principal Amount: $37,512,000
Related Indenture Documents:
Trust Indenture and Security Agreement (Federal Express Corporation Trust
No. N587FE) dated as of December 1, 1996, as amended and restated as of May
1, 1997, between Wilmington Trust Company, not in its individual capacity,
except as otherwise provided therein, but solely as Owner Trustee, and
First Security Bank, National Association, not in its individual capacity,
except as otherwise provided therein, but solely as Indenture Trustee;
Trust Indenture and Security Agreement Supplement No. 1 (Federal Express
Corporation Trust No. N587FE) dated December 13, 1996, between Wilmington
Trust Company, not in its individual capacity, except as otherwise provided
therein, but solely as Owner Trustee, and First Security Bank, National
Association, not in its individual capacity, except as otherwise provided
therein, but solely as Indenture Trustee;
Participation Agreement (Federal Express Corporation Trust No. N587FE)
dated as of December 1, 1996, as amended and restated as of May 1, 1997,
among Federal Express Corporation, as Lessee, CMCA Lease, Inc. and Norwest
Bank Minnesota, National Association, as Owner Participants, Wilmington
Trust Company, not in its individual capacity, except as otherwise provided
therein, but solely as Owner Trustee, State Street Bank and Trust Company,
not in its individual capacity, except as otherwise provided therein, but
solely as Original Indenture Trustee, First Security Bank, National
Association, not in its individual capacity, except as otherwise provided
therein, but solely as Indenture Trustee, First Security Bank, National
Association, not in its individual capacity, except as otherwise provided
therein, but solely as Pass Through Trustee, First Security Bank, National
Association, not in its individual capacity, except as otherwise provided
therein, but solely as Subordination Agent, and Xxxxxx Guaranty Trust
Company of New York, as Original Loan Participant;
Trust Agreement (Federal Express Corporation Trust No. N587FE) dated as of
December 1, 1996, as amended and restated as of May 1, 1997, among CMCA
Lease, Inc. and Norwest Bank Minnesota, National Association, as Owner
Participants, and Wilmington Trust Company;
Lease Agreement (Federal Express Corporation Trust No. N587FE) dated as of
December 1, 1996, as amended and restated as of May 1, 1997, between
Wilmington Trust Company, not in its individual capacity, except as
otherwise provided therein, but solely as Owner Trustee and Lessor, and
Federal Express Corporation, as Lessee;
Lease Supplement No. 1 (Federal Express Corporation Trust No. N587FE) dated
December 13, 1996, between Wilmington Trust Company, not in its individual
capacity, except as otherwise provided therein, but solely as Owner Trustee
and Lessor, and Federal Express Corporation, as Lessee; and
Owner Participant Guaranty (Federal Express Corporation Trust No. N587FE)
dated December 13, 1996, as amended and restated as of May 28, 1997, by
Comerica Bank, as the Owner Participant Guarantor in favor of the Lessee,
the Owner Trustee, the Indenture Trustee and the Pass Through Trustee.
5. Equipment Certificates (Federal Express Corporation Trust No. N670FE):
Interest Rate: 7.50%
Maturity: January 15, 2017
Principal Amount: $33,352,000
Related Indenture Documents:
Trust Indenture and Security Agreement (Federal Express Corporation Trust
No. N670FE) dated as of May 1, 1997, between State Street Bank and Trust
Company of Connecticut, National Association, not in its individual
capacity, except as otherwise provided therein, but solely as Owner
Trustee, and First Security Bank, National Association, not in its
individual capacity, except as otherwise provided therein, but solely as
Indenture Trustee;
Participation Agreement (Federal Express Corporation Trust No. N670FE)
dated as of May 1, 1997, among Federal Express Corporation, as Lessee, PMCC
Leasing Corporation, as Owner Participant, State Street Bank and Trust
Company of Connecticut, National Association, not in its individual
capacity, except as otherwise provided therein, but solely as Owner
Trustee, First Security Bank, National Association, not in its individual
capacity, except as otherwise provided therein, but solely as Indenture
Trustee, First Security Bank, National Association, not in its individual
capacity, except as otherwise provided therein, but solely as Pass Through
Trustee, and First Security Bank, National Association, not in its
individual capacity, except as otherwise provided therein, but solely as
Subordination Agent;
Trust Agreement (Federal Express Corporation Trust No. N670FE) dated as of
May 1, 1997, between PMCC Leasing Corporation, as Owner Participant, and
State Street Bank and Trust Company of Connecticut, National Association;
Lease Agreement (Federal Express Corporation Trust No. N670FE) dated as of
May 1, 1997, between State Street Bank and Trust Company of Connecticut,
National Association, not in its individual capacity, except as otherwise
provided therein, but solely as Owner Trustee and Lessor, and Federal
Express Corporation, as Lessee; and
Owner Participant Guaranty (Federal Express Corporation Trust No. N670FE)
dated May 28, 1997, by Xxxxxx Xxxxxx Capital Corporation, as the Owner
Participant Guarantor in favor of the Lessee, the Owner Trustee, the
Indenture Trustee and the Pass Through Trustee.
6. Equipment Certificates (Federal Express Corporation Trust No. N671FE):
Interest Rate: 7.50%
Maturity: January 15, 2017
Principal Amount: $33,352,000
Related Indenture Documents:
Trust Indenture and Security Agreement (Federal Express Corporation Trust
No. N671FE) dated as of May 1, 1997, between State Street Bank and Trust
Company of Connecticut, National Association, not in its individual
capacity, except as otherwise provided therein, but solely as Owner
Trustee, and First Security Bank, National Association, not in its
individual capacity, except as otherwise provided therein, but solely as
Indenture Trustee;
Participation Agreement (Federal Express Corporation Trust No. N671FE)
dated as of May 1, 1997, among Federal Express Corporation, as Lessee, PMCC
Leasing Corporation, as Owner Participant, State Street Bank and Trust
Company of Connecticut, National Association, not in its individual
capacity, except as otherwise provided therein, but solely as Owner
Trustee, First Security Bank, National Association, not in its individual
capacity, except as otherwise provided therein, but solely as Indenture
Trustee, First Security Bank, National Association, not in its individual
capacity, except as otherwise provided therein, but solely as Pass Through
Trustee, and First Security Bank, National Association, not in its
individual capacity, except as otherwise provided therein, but solely as
Subordination Agent;
Trust Agreement (Federal Express Corporation Trust No. N671FE) dated as of
May 1, 1997, between PMCC Leasing Corporation, as Owner Participant, and
State Street Bank and Trust Company of Connecticut, National Association;
Lease Agreement (Federal Express Corporation Trust No. N671FE) dated as of
May 1, 1997, between State Street Bank and Trust Company of Connecticut,
National Association, not in its individual capacity, except as otherwise
provided therein, but solely as Owner Trustee and Lessor, and Federal
Express Corporation, as Lessee; and
Owner Participant Guaranty (Federal Express Corporation Trust No. N671FE)
dated May 28, 1997, by Xxxxxx Xxxxxx Capital Corporation, as the Owner
Participant Guarantor in favor of the Lessee, the Owner Trustee, the
Indenture Trustee and the Pass Through Trustee.
7. Equipment Certificates (Federal Express Corporation Trust No. N672FE):
Interest Rate: 7.50%
Maturity: January 15, 2018
Principal Amount: $33,374,000
Related Indenture Documents:
Trust Indenture and Security Agreement (Federal Express Corporation Trust
No. N672FE) dated as of May 1, 1997, between State Street Bank and Trust
Company of Connecticut, National Association, not in its individual
capacity, except as otherwise provided therein, but solely as Owner
Trustee, and First Security Bank, National Association, not in its
individual capacity, except as otherwise provided therein, but solely as
Indenture Trustee;
Participation Agreement (Federal Express Corporation Trust No. N672FE)
dated as of May 1, 1997, among Federal Express Corporation, as Lessee, PMCC
Leasing Corporation, as Owner Participant, State Street Bank and Trust
Company of Connecticut, National Association, not in its individual
capacity, except as otherwise provided therein, but solely as Owner
Trustee, First Security Bank, National Association, not in its individual
capacity, except as otherwise provided therein, but solely as Indenture
Trustee, First Security Bank, National Association, not in its individual
capacity, except as otherwise provided therein, but solely as Pass Through
Trustee, and First Security Bank, National Association, not in its
individual capacity, except as otherwise provided therein, but solely as
Subordination Agent;
Trust Agreement (Federal Express Corporation Trust No. N672FE) dated as of
May 1, 1997, between PMCC Leasing Corporation, as Owner Participant, and
State Street Bank and Trust Company of Connecticut, National Association;
Lease Agreement (Federal Express Corporation Trust No. N672FE) dated as of
May 1, 1997, between State Street Bank and Trust Company of Connecticut,
National Association, not in its individual capacity, except as otherwise
provided therein, but solely as Owner Trustee and Lessor, and Federal
Express Corporation, as Lessee; and
Owner Participant Guaranty (Federal Express Corporation Trust No. N672FE)
dated May 28, 1997, by Xxxxxx Xxxxxx Capital Corporation, as the Owner
Participant Guarantor in favor of the Lessee, the Owner Trustee, the
Indenture Trustee and the Pass Through Trustee.
8. Equipment Certificates (Federal Express Corporation Trust No. N673FE):
Interest Rate: 7.50%
Maturity: January 15, 2018
Principal Amount: $33,382,000
Related Indenture Documents:
Trust Indenture and Security Agreement (Federal Express Corporation Trust
No. N673FE) dated as of May 1, 1997, between State Street Bank and Trust
Company of Connecticut, National Association, not in its individual
capacity, except as otherwise provided therein, but solely as Owner
Trustee, and First Security Bank, National Association, not in its
individual capacity, except as otherwise provided therein, but solely as
Indenture Trustee;
Participation Agreement (Federal Express Corporation Trust No. N673FE)
dated as of May 1, 1997, among Federal Express Corporation, as Lessee, PMCC
Leasing Corporation, as Owner Participant, State Street Bank and Trust
Company of Connecticut, National Association, not in its individual
capacity, except as otherwise provided therein, but solely as Owner
Trustee, First Security Bank, National Association, not in its individual
capacity, except as otherwise provided therein, but solely as Indenture
Trustee, First Security Bank, National Association, not in its individual
capacity, except as otherwise provided therein, but solely as Pass Through
Trustee, and First Security Bank, National Association, not in its
individual capacity, except as otherwise provided therein, but solely as
Subordination Agent;
Trust Agreement (Federal Express Corporation Trust No. N673FE) dated as of
May 1, 1997, between PMCC Leasing Corporation, as Owner Participant, and
State Street Bank and Trust Company of Connecticut, National Association;
Lease Agreement (Federal Express Corporation Trust No. N673FE) dated as of
May 1, 1997, between State Street Bank and Trust Company of Connecticut,
National Association, not in its individual capacity, except as otherwise
provided therein, but solely as Owner Trustee and Lessor, and Federal
Express Corporation, as Lessee; and
Owner Participant Guaranty (Federal Express Corporation Trust No. N673FE)
dated May 28, 1997, by Xxxxxx Xxxxxx Capital Corporation, as the Owner
Participant Guarantor in favor of the Lessee, the Owner Trustee, the
Indenture Trustee and the Pass Through Trustee.
9. Equipment Certificates (Federal Express Corporation Trust No. N674FE):
Interest Rate: 7.50%
Maturity: January 15, 2018
Principal Amount: $33,382,000
Related Indenture Documents:
Trust Indenture and Security Agreement (Federal Express Corporation Trust
No. N674FE) dated as of May 1, 1997, between State Street Bank and Trust
Company of Connecticut, National Association, not in its individual
capacity, except as otherwise provided therein, but solely as Owner
Trustee, and First Security Bank, National Association, not in its
individual capacity, except as otherwise provided therein, but solely as
Indenture Trustee;
Participation Agreement (Federal Express Corporation Trust No. N674FE)
dated as of May 1, 1997, among Federal Express Corporation, as Lessee, PMCC
Leasing Corporation, as Owner Participant, State Street Bank and Trust
Company of Connecticut, National Association, not in its individual
capacity, except as otherwise provided therein, but solely as Owner
Trustee, First Security Bank, National Association, not in its individual
capacity, except as otherwise provided therein, but solely as Indenture
Trustee, First Security Bank, National Association, not in its individual
capacity, except as otherwise provided therein, but solely as Pass Through
Trustee, and First Security Bank, National Association, not in its
individual capacity, except as otherwise provided therein, but solely as
Subordination Agent;
Trust Agreement (Federal Express Corporation Trust No. N674FE) dated as of
May 1, 1997, between PMCC Leasing Corporation, as Owner Participant, and
State Street Bank and Trust Company of Connecticut, National Association;
Lease Agreement (Federal Express Corporation Trust No. N674FE) dated as of
May 1, 1997, between State Street Bank and Trust Company of Connecticut,
National Association, not in its individual capacity, except as otherwise
provided therein, but solely as Owner Trustee and Lessor, and Federal
Express Corporation, as Lessee; and
Owner Participant Guaranty (Federal Express Corporation Trust No. N674FE)
dated May 28, 1997, by Xxxxxx Xxxxxx Capital Corporation, as the Owner
Participant Guarantor in favor of the Lessee, the Owner Trustee, the
Indenture Trustee and the Pass Through Trustee.
Schedule II
to
Series Supplement
Cut-Off Date for each of the Aircraft
Federal Express Corporation Manufacturer's Serial
Trust No. Number Cut-Off Date
---------------------------- ---------------------- -------------------
N670FE 777 September 1, 1997
N671FE 778 September 18, 1997
N672FE 779 November 17, 1997
N673FE 780 December 10, 1997
N674FE 781 December 22, 1997
N581FE 48419 September 4, 1997
N583FE 48421 December 15, 1997
N584FE 48436 April 15, 1998
SERIES SUPPLEMENT 1997-1-B
Dated May 28, 1997
between
FIRST SECURITY BANK, NATIONAL ASSOCIATION
as Pass Through Trustee,
and
FEDERAL EXPRESS CORPORATION
to
PASS THROUGH TRUST AGREEMENT
Dated as of May 1, 1997
$115,800,000
Federal Express Corporation
Pass Through Trust, 1997-1-B
Federal Express Corporation
1997-1 Pass Through Certificates,
Class B
TABLE OF CONTENTS
Page
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RECITALS............................................................. 1
ARTICLE I
CERTAIN DEFINITIONS
ARTICLE II
DESIGNATIONS; TRUST FORMATION;
ISSUANCE OF PASS THROUGH CERTIFICATES
SECTION 2.01. Designations; Aggregate Amount........................... 5
SECTION 2.02. Declaration of Trust; Authorization...................... 5
SECTION 2.03. Issuance of Pass Through Certificates.................... 6
SECTION 2.04. Purchase of Equipment Certificates....................... 6
SECTION 2.05. Representations and Warranties of the Company............ 6
SECTION 2.06. The Intercreditor Agreement.............................. 6
SECTION 2.07. Conditions Precedent..................................... 6
SECTION 2.08. Acceptance of Appointment of Pass Through Trustee........ 7
ARTICLE III
DISTRIBUTION AND RECORD DATES;
CERTIFICATE AND SPECIAL PAYMENT ACCOUNTS;
CONCERNING AUTHENTICATING AGENT, PAYING AGENT AND REGISTRAR AND
THE CERTIFICATEHOLDERS
SECTION 3.01 Distribution Dates....................................... 7
SECTION 3.02. Record Dates............................................. 7
SECTION 3.03. Certificate Account and Special Payments Account......... 7
SECTION 3.04. Form of Pass Through Certificates........................ 8
SECTION 3.05. Indenture Documents...................................... 8
SECTION 3.06. Appointment of Authenticating Agent; Paying Agent and
Registrar.............................................. 8
SECTION 3.07. Predelivery Funding...................................... 8
SECTION 3.08. ERISA.................................................... 9
SECTION 3.09. Intercreditor Agreement.................................. 9
SECTION 3.10. Ranking of Equipment Certificates........................ 9
SECTION 3.11. No Cross-Default or Cross-Collateralization of Equipment
Certificates........................................... 9
SECTION 3.12. Ranking of 1997-1-B Pass Through Certificates............ 9
SECTION 3.13. Liquidity Facility....................................... 9
SECTION 3.14. Purchase Rights of Certificateholders.................... 9
SECTION 3.15. PTC Event of Default..................................... 9
ARTICLE IV
MISCELLANEOUS
SECTION 4.01. Governing Law; Counterpart Form.......................... 10
SECTION 4.02. Reports by the Company................................... 10
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
SCHEDULE II Cut-Off Date for each of the Aircraft
SERIES SUPPLEMENT 1997-1-B
SERIES SUPPLEMENT 1997-1-B, dated May 28, 1997 (this "Series
Supplement"), between FEDERAL EXPRESS CORPORATION, a Delaware corporation (the
"Company") and FIRST SECURITY BANK, NATIONAL ASSOCIATION, a national banking
association, as Pass Through Trustee (the "Pass Through Trustee"), to the Pass
Through Trust Agreement, dated as of May 1, 1997 (the "Pass Through
Agreement"), between the Company and the Pass Through Trustee.
RECITALS
WHEREAS, capitalized terms used herein shall have the respective
meanings set forth or referred to in Article I hereof;
WHEREAS, Section 2.01 of the Pass Through Agreement provides, among
other things, that the Company and the Pass Through Trustee may execute and
deliver one or more series supplements, each for the purpose of forming a
separate pass through trust for the benefit of the certificateholders of the
class of pass through certificates to be issued pursuant to such pass through
trust, appointing an institution to act as Pass Through Trustee if different
from the institution executing the Pass Through Agreement, establishing
certain terms of such pass through certificates, and pursuant to which the
pass through certificates of such class shall be executed and authenticated by
the Pass Through Trustee and delivered as directed by the Company;
WHEREAS, pursuant to the Participation Agreements, the Company has
agreed to cause the Equipment Certificates to be issued and sold to the Pass
Through Trustee, and the Pass Through Trustee has agreed to purchase the
Equipment Certificates, which will be held in trust as Trust Property for the
benefit of the Certificateholders;
WHEREAS, in order to facilitate such sale, the Company has agreed,
pursuant to the Underwriting Agreement, to cause the Pass Through Trustee to
issue and sell the Pass Through Certificates to the Underwriters;
WHEREAS, pursuant to the Pass Through Agreement and the terms of this
Series Supplement, the Pass Through Trustee will execute, authenticate and
deliver the Pass Through Certificates to the Underwriters upon receipt by the
Pass Through Trustee of the purchase price therefor, which will be applied in
accordance with this Series Supplement to purchase the Equipment Certificates;
WHEREAS, the Pass Through Trustee hereby declares the creation of
this Pass Through Trust for the benefit of the Certificateholders, and the
initial Certificateholders of such Pass Through Certificates, as the grantors
of such Pass Through Trust, by their respective acceptances of such Pass
Through Certificates, join in the creation of such Pass Through Trust;
WHEREAS, to facilitate the sale of the Equipment Certificates to, and
the purchase of the Equipment Certificates by, the Pass Through Trustee on
behalf of this Pass Through Trust, the Company has duly authorized the
execution and delivery of this Series Supplement as the "issuer," as such term
is defined in and solely for purposes of the Securities Act, of the Pass
Through Certificates and as the "obligor," as such term is defined in and
solely for purposes of the Trust Indenture Act, with respect to all such Pass
Through Certificates; and
WHEREAS, this Series Supplement is subject to the provisions of the
Trust Indenture Act and shall, to the extent applicable, be governed by such
provisions;
IT IS HEREBY COVENANTED AND AGREED by and between the parties hereto
as follows:
ARTICLE I
CERTAIN DEFINITIONS
All terms used in this Series Supplement that are defined in the Pass
Through Agreement, either directly or by reference therein, have the meanings
assigned to them therein as supplemented by this Article I, if applicable,
except to the extent the context requires otherwise. Any such defined term
that is defined in the Pass Through Agreement as relating to a particular Pass
Through Trust or Class rather than to any Pass Through Trust or Class
generally shall, when used in this Series Supplement, relate solely to the
Federal Express Corporation Pass Through Trust, 1997-1-B, or the Federal
Express Corporation 1997-1 Pass Through Certificates, Class B, as the case may
be, whether or not expressly so stated herein.
"Aircraft" means four XxXxxxxxx Xxxxxxx MD-11F aircraft and five
Airbus A300F4-605R aircraft, including the Engines (as such term is defined in
the related Participation Agreement) relating thereto, leased, or expected to
be leased, by the related Owner Trustee to the Company pursuant to one of nine
separate Leases, and, collectively, means all of the foregoing.
"Aircraft Delivery Date" means, for each Aircraft, the date on which
such Aircraft is delivered and sold to the Lessor (as such term is defined in
the related Participation Agreement) and leased by the Lessor to the Lessee
(as such term is defined in the related Participation Agreement) under the
Lease (as such term is defined in the related Participation Agreement), which
date shall also be the date of the initial Lease Supplement (as such term is
defined in the related Participation Agreement).
"Authenticating Agent" has the meaning set forth in Section 3.06
hereof.
"Certificate Account" means the Certificate Account specified in
Section 3.03 hereof.
"Certificateholders" means the Certificateholders of the Class of
Pass Through Certificates designated in Section 2.01 hereof.
"Collateral Account" means each of the Collateral Accounts
established pursuant to the Indentures for each of Federal Express Corporation
Trust Nos. N581FE, N583FE, N584FE, N670FE, N671FE, N672FE, N673FE and N674FE
into which the proceeds of sale of the related Equipment Certificates will be
deposited respectively.
"Cut-Off Date" means the date listed on Schedule II hereto for each
Aircraft.
"Delivery Date" means, for any Equipment Certificates, the Refunding
Date or the Pass Through Closing 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.
"Final Expected Distribution Date" means January 15, 2018.
"Final Legal Distribution Date" means July 15, 2019.
"Intercreditor Agreement" means the Intercreditor Agreement dated as
of May 1, 1997 among the Pass Through Trustee, the Liquidity Provider and the
Subordination Agent.
"Interest Drawing" has the meaning specified in the Intercreditor
Agreement.
"Issuance Date" means the date defined as the Closing Time in the
Underwriting Agreement.
"Liquidity Facility" means the Irrevocable Revolving Credit Agreement
Class B Pass Through Certificates dated as of May 1, 1997 between the
Subordination Agent and the Liquidity Provider.
"Liquidity Provider" means Kredietbank N.V., New York Branch or any
replacement liquidity provider.
"Participation Agreements" means those Participation Agreements
listed in Schedule I hereto.
"Pass Through Certificates" means the Pass Through Certificates
designated in Section 2.01 hereof.
"Pass Through Trust," "this Pass Through Trust" and other like words
means the Pass Through Trust designated in Section 2.01 hereof.
"Paying Agent" means the Person specified as such in Section 3.06
hereof.
"Pool Balance" means, for any Pass Through Trust or for the Pass
Through Certificates issued by any Pass Through Trust, as of any date, the
original aggregate face amount of the Pass Through Certificates of such Pass
Through Trust less the aggregate amount of all payments on such Pass Through
Certificates other than payments made in respect of interest or premium or
reimbursement of any costs and expenses in connection therewith. The Pool
Balance for each Pass Through Trust as of any Regular Distribution Date or
Special Distribution Date will be computed after giving effect to the payment
of principal, if any, on the Equipment Certificates or other Trust Property
held in such Pass Through Trust and the distribution thereof being made on
that date.
"Pool Factor" means, for any Pass Through Trust as of any Regular
Distribution Date or Special Distribution Date the quotient (rounded to the
seventh decimal place) computed by dividing (i) the Pool Balance by (ii) the
original aggregate face amount of the Pass Through Certificates of the related
Class. The Pool Factor for each Pass Through Trust as of any Regular
Distribution Date or Special Distribution Date will be computed after giving
effect to the payment of principal, if any, on such Equipment Certificates or
other Trust Property held in such Pass Through Trust and the distribution
thereof being made on that date.
"PTC Event of Default" has the meaning set forth in Section 3.15
hereof.
"Record Date" means any Record Date specified in Section 3.02 hereof.
"Registrar" means the Person specified as such in Section 3.06 hereof.
"Regular Distribution Date" means any Regular Distribution Date
specified in Section 3.01 hereof.
"Special Distribution Date" means, for any Special Payment, the
Special Distribution Date for such Special Payment specified in Section 3.01
hereof.
"Special Payments Account" means the Special Payments Account
specified in Section 3.03 hereof.
"Specified Investments" has the meaning set forth in Schedule II to
the Participation Agreements.
"Subordination Agent" means First Security Bank, National
Association, a national banking association.
"Trust Property" means, for this Pass Through Trust: (i) the
Equipment Certificates held in this Pass Through Trust; (ii) the rights of
this Pass Through Trust under the Intercreditor Agreement (including all
monies receivable in respect of such rights); (iii) all monies receivable
under the Liquidity Facility for this Pass Through Trust; and (iv) funds from
time to time deposited with the Pass Through Trustee in accounts relating to
this Pass Through Trust.
"Underwriters" means the several Underwriters named in the
Underwriting Agreement.
"Underwriting Agreement" means the Underwriting Agreement dated May
22, 1997 among the Company and Xxxxxx Xxxxxxx & Co. Incorporated, First
Chicago Capital Markets, Inc., Xxxxxxx, Sachs & Co. and X.X. Xxxxxx & Co.
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, 1997-1-B (herein sometimes called this "Pass Through Trust"). The Pass
Through Certificates evidencing Fractional Undivided Interests in such Pass
Through Trust shall be designated as the Federal Express Corporation 1997-1
Pass Through Certificates, Class B (herein sometimes called the "1997-1-B Pass
Through Certificates"). The 1997-1-B Pass Through Certificates shall be the
only instruments evidencing a fractional undivided interest in such Pass
Through Trust.
Except as provided in Sections 2.08, 2.09 and 2.11 of the Pass Through
Agreement, the aggregate amount of 1997-1-B Pass Through Certificates that may
be authenticated, delivered and outstanding under this Series Supplement is
limited to $115,800,000.
SECTION 2.02. Declaration of Trust; Authorization. Each initial
Certificateholder, by its acceptance of any 1997-1-B Pass Through Certificate
is hereby deemed (1) as grantor, to join in the creation and declaration of
this Pass Through Trust and (2) as beneficiary of such Pass Through Trust, to
authorize and direct the Pass Through Trustee to execute and deliver all
documents to which the Pass Through Trustee is a party that may be necessary
or desirable to consummate the transactions contemplated hereby and to
exercise its rights and perform its duties under the Participation Agreements,
the Indentures, the Pass Through Agreement, the Intercreditor Agreement and
this Series Supplement.
The Pass Through Trustee hereby acknowledges and accepts this grant
of trust and declares that it will hold the Trust Property as Pass Through
Trustee of this Pass Through Trust for the use and benefit of the
Certificateholders.
SECTION 2.03. Issuance of Pass Through Certificates. Subject to the
terms set forth herein, on the Issuance Date (i) the Company shall direct the
Underwriters to execute a wire transfer or intra-bank transfer to the Pass
Through Trustee in the amount of the total proceeds payable by such
Underwriters pursuant to the Underwriting Agreement with respect to the
1997-1-B Pass Through Certificates and (ii) the Pass Through Trustee shall
deliver the 1997-1-B Pass Through Certificates to the Underwriters as provided
in the Underwriting Agreement upon receipt by the Pass Through Trustee of such
proceeds.
SECTION 2.04. Purchase of Equipment Certificates. On the Issuance
Date, the Pass Through Trustee shall purchase, in accordance with Section 2.02
of the Pass Through Agreement, each of the Equipment Certificates upon the
satisfaction or waiver of the conditions for such purchase by the Pass Through
Trustee set forth in the related Participation Agreement.
SECTION 2.05. Representations and Warranties of the Company. All of
the representations and warranties of the Company set forth or incorporated by
reference in Section 1 of the Underwriting Agreement are incorporated by
reference in this Series Supplement as if set forth herein and the Company
represents and warrants that such representations and warranties are true and
correct on the date hereof, except to the extent that such representations and
warranties expressly relate solely to an earlier date or later date (in which
case such representations and warranties were correct on and as of such
earlier date or will be correct on and as of such later date, as the case may
be).
SECTION 2.06. The Intercreditor Agreement. The Pass Through Trustee
is hereby directed to execute and deliver the Intercreditor Agreement on or
prior to the Issuance Date in the form delivered to the Pass Through Trustee
by the Company. The Pass Through Trustee represents and warrants that the
Intercreditor Agreement will be duly executed and delivered by one of its
officers who is duly authorized to execute and deliver such document on its
behalf.
SECTION 2.07. Conditions Precedent. The obligations of the Pass
Through Trustee to participate in the transactions described in Sections 2.03
and 2.04 hereof are subject to (i) receipt by the Pass Through Trustee of a
certificate of the Company to the same effect as the certificate of the
Company delivered to the Underwriters pursuant to Section 5(c) of the
Underwriting Agreement, and (ii) satisfaction or waiver of the conditions for
the purchase by the Underwriters of the Pass Through Certificates set forth
in Section 5 of the Underwriting Agreement, which satisfaction or waiver for
the purposes hereof shall be conclusively demonstrated by the receipt by the
Pass Through Trustee of the total proceeds payable by such Underwriters
pursuant to the Underwriting Agreement with respect to the 1997-1-B Pass
Through Certificates.
SECTION 2.08. Acceptance of Appointment of Pass Through Trustee.
First Security Bank, National Association represents and warrants that it is
qualified to serve as Pass Through Trustee and satisfies the criteria
specified in Section 10.02 of the Pass Through Agreement for eligibility as a
Pass Through Trustee. First Security Bank, National Association hereby agrees
to serve as Pass Through Trustee for the Pass Through Certificates and
acknowledges its appointment as Pass Through Trustee in accordance with the
provisions of, and subject to all of the terms and conditions set forth in,
the Pass Through Agreement and this related Series Supplement upon the
execution and delivery of this Series Supplement.
ARTICLE III
DISTRIBUTION AND RECORD DATES;
CERTIFICATE AND SPECIAL PAYMENT ACCOUNTS;
CONCERNING AUTHENTICATING AGENT, PAYING AGENT AND REGISTRAR AND
THE CERTIFICATEHOLDERS
SECTION 3.01 Distribution Dates. The Regular Distribution Dates
are each January 15 and July 15, commencing on July 15, 1997. The Special
Distribution Date is any Business Day on which a Special Payment is to be
distributed.
SECTION 3.02. Record Dates. The Record Dates for the Regular
Distribution Dates are December 31 and June 30, respectively, and the Record
Date for any Special Distribution Date is the fifteenth day preceding such
Special Distribution Date, in any event, whether or not such date is a
Business Day.
SECTION 3.03. Certificate Account and Special Payments Account. In
accordance with Section 5.01(a) of the Pass Through Agreement and upon receipt
of any Scheduled Payment, the Pass Through Trustee shall immediately deposit
such Scheduled Payment into the Certificate Account, a separate and
non-interest bearing account designated by the Pass Through Trustee to be used
for such purpose. In accordance with Section 5.01(b) of the Pass Through
Agreement and upon receipt of any Special Payment, the Pass Through Trustee
shall immediately deposit such Special Payment into the Special Payments
Account, a separate and, except as provided in Section 5.04 of the Pass
Through Agreement, non-interest bearing account designated by the Pass Through
Trustee to be used for such purpose.
SECTION 3.04. Form of Pass Through Certificates. Subject to Section
2.07 of the Pass Through Agreement, each of the 1997-1-B Pass Through
Certificates will be substantially in the form of Exhibit A hereto. The
1997-1-B Pass Through Certificates will be issued pursuant to a book-entry
system in the form of one or more Registered Global Certificates and subject
to the conditions set forth in the Letter of Representations among the
Company, the Pass Through Trustee and The Depository Trust Company.
SECTION 3.05. Indenture Documents. The related Indenture Documents
are listed in Schedule I hereto.
SECTION 3.06. Appointment of Authenticating Agent; Paying Agent and
Registrar. (a) The Pass Through Trustee may appoint an authenticating agent
(the "Authenticating Agent") with respect to the Pass Through Certificates
which shall be authorized to act on behalf of the Pass Through Trustee to
authenticate the Pass Through Certificates issued upon original issue and upon
exchange or registration of transfer thereof or pursuant to Section 2.09 of
the Pass Through Agreement. Pass Through Certificates so authenticated shall
be entitled to the benefits of the Pass Through Agreement and this Series
Supplement and shall be valid and obligatory for all purposes as if
authenticated by the Pass Through Trustee. Whenever reference is made in the
Pass Through Agreement or this Series Supplement to the authentication and
delivery of Pass Through Certificates by the Pass Through Trustee or the Pass
Through Trustee's certificate of authentication, such reference shall be
deemed to include authentication and delivery on behalf of the Pass Through
Trustee by an Authenticating Agent and a certificate of authentication
executed on behalf of the Pass Through Trustee by an Authenticating Agent.
(b) The Paying Agent, Registrar and Authenticating Agent for the
1997-1-B Pass Through Certificates initially shall be First Security Bank,
National Association. First Security Bank, National Association hereby
represents and warrants to the Company that it is qualified to serve as Paying
Agent, Registrar and Authenticating Agent under the provisions of, and subject
to all of the terms and conditions set forth in, the Pass Through Agreement
and this related Series Supplement.
SECTION 3.07. Predelivery Funding and Delayed Equipment
Certificates. (a) Predelivery Funding. During the period between the date of
issuance of Equipment Certificates by the Owner Trustee in respect of Federal
Express Corporation Trust Nos. N670FE, N671FE, N672FE, N673FE, N674FE, N581FE,
N583FE and N584FE and the Aircraft Delivery Date for the related Aircraft,
such Equipment Certificates will not be secured by such Aircraft or the
related Lease, but will be secured by each Collateral Account. Pursuant to
the related Indenture, the Indenture Trustee on behalf of the related Owner
Trustee will deposit the proceeds from the sale of the related Equipment
Certificates into each Collateral Account.
Sums deposited in each Collateral Account will be invested as set
forth in the Related Indenture.
(b) Delayed Equipment Certificates. If for any reason Equipment
Certificates are not available for purchase on the Pass Through Closing Date
(as such term is defined in the related Participation Agreement) the Pass
Through Trustee shall invest a corresponding amount of the proceeds received
from the Underwriters pursuant to the Underwriting Agreement in Specified
Investments at the risk and for the benefit of the Company until such
Equipment Certificates are available for purchase.
Sums deposited in each Collateral Account will be invested as set
forth in the Related Indenture.
SECTION 3.08. ERISA. Any Person who is acquiring a Pass Through
Certificate will be deemed to represent and warrant that (i) no assets of an
employee benefit plan subject to Title I of The Employee Retirement Income
Security Act of 1974, as amended ("ERISA") or an individual retirement account
or plan subject to Section 4975 of the Code, or any trust established under
any such plan or account, have been used to acquire or hold any of the Pass
Through Certificates or (ii) that one or more administrative or statutory
exemptions from the prohibited transaction rules under Section 406 of ERISA
and Section 4975 of the Code applies to its purchase and holding of a Pass
Through Certificate such that its purchase and holding of a Pass Through
Certificate will not result in a non-exempt prohibited transaction under
Section 406 of ERISA and Section 4975 of the Code.
SECTION 3.09. Intercreditor Agreement. The 1997-1-B Pass Through
Certificates are subject to the Intercreditor Agreement.
SECTION 3.10. Ranking of Equipment Certificates. The Equipment
Certificates will be subject to the ranking and priority as set forth in the
related Indenture Documents.
SECTION 3.11. No Cross-Default or Cross-Collateralization of
Equipment Certificates. As set forth in the related Indenture Documents,
there are no cross-collateralization provisions or cross-default provisions in
respect of the Equipment Certificates.
SECTION 3.12. Ranking of 1997-1-B Pass Through Certificates. The
1997-1-B Pass Through Certificates will be subject to the ranking and priority
as set forth in the Intercreditor Agreement.
SECTION 3.13. Liquidity Facility. Payments of interest on the
1997-1-B Pass Through Certificates will be supported by a Liquidity Facility
to be provided by the Liquidity Provider for the benefit of the
Certificateholders.
SECTION 3.14. Purchase Rights of Certificateholders. The
Certificateholders will have the purchase rights, if any, upon the occurrence
and during the continuation of a Triggering Event as set forth in the Pass
Through Agreement.
SECTION 3.15. PTC Event of Default. A PTC Event of Default shall
have occurred if, for any Pass Through Trust, the Pass Through Trustee shall
fail to pay within 10 Business Days of the due date thereof (i) the
outstanding Pool Balance of the 1997-1-B Pass Through Certificates on the
Final Legal Distribution Date or (ii) interest due on the 1997-1 Pass Through
Certificates on any Regular Distribution Date unless the Subordination Agent
has made an Interest Drawing in an amount sufficient to pay such interest and
has distributed such amount to the Certificateholders. Any failure by the Pass
Through Trustee to make expected principal distributions on the 1997-1-B Pass
Through Certificates on any Regular Distribution Date (other than the Final
Legal Distribution Date) will not be a PTC Event of Default.
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
1997-1-B PASS THROUGH CERTIFICATE SHALL IN ALL RESPECTS BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK, INCLUDING ALL
MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE.
This Series Supplement may be executed by the parties hereto in
separate counterparts, each of which when so executed and delivered shall be
an original, but all such counterparts shall together constitute but one and
the same instrument.
SECTION 4.02. Reports by the Company. In addition to the reports
required to be provided by the Company pursuant to Section 4.03 of the Pass
Through Agreement, the Company agrees to furnish to the Pass Through Trustee
from time to time, such other financial information as the Pass Through
Trustee may reasonably request.
SECTION 4.03. Modification and Ratification of Pass Through
Agreement. The Pass Through Agreement is incorporated herein by reference in
its entirety, and shall be deemed to be a part of this Series Supplement as if
set forth in full herein, and is in all respects ratified and confirmed, as
supplemented and modified by this Series Supplement.
SECTION 4.04. Termination. In no event shall this Pass Through Trust
continue beyond the expiration of 21 years after the death of the last
survivor of 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
FIRST SECURITY BANK, NATIONAL ASSOCIATION,
not in its individual capacity, except as
otherwise expressly provided herein, but
solely as Pass Through Trustee
By: _________________________________________
Name: Xxxx X. Xxxxxx
Title: Vice President
Exhibit A
to
Series Supplement
FORM OF PASS THROUGH CERTIFICATE
THIS IS A REGISTERED GLOBAL CERTIFICATE REFERRED TO IN
SECTION 2.12 OF THE PASS THROUGH TRUST AGREEMENT.
Unless this pass through certificate is presented by an authorized
representative of The Depository Trust Company, a New York corporation
("DTC"), to the Pass Through Trustee or its agent for registration or
transfer, exchange or payment, and any certificate issued is registered in the
name of Cede & Co. or in such other name as is requested by an authorized
representative of DTC (and any payment is made to Cede & Co. or to such other
entity as is requested by an authorized representative of DTC), ANY TRANSFER,
PLEDGE OR OTHER USE THEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest
herein.
FEDERAL EXPRESS CORPORATION PASS THROUGH TRUST, 1997-1-B
1997-1 Pass Through Certificate, Class B
CUSIP 00000XXX0
Final Expected Distribution Date: January 15, 2018
evidencing a fractional undivided interest in a pass through trust.
Certificate No. _______
Applicable interest rate on Equipment Certificates held in
Pass Through Trust, 1997-1-B: 7.52%.
$___________ 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, 1997-1-B (the "Pass
Through Trust") created and declared by First Security Bank, National
Association, as pass through trustee (the "Pass Through Trustee"), pursuant to
the Pass Through Trust Agreement dated as of May 1, 1997 (the "Pass Through
Agreement"), as supplemented by Series Supplement 1997-1-B thereto dated May
__, 1997 (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 1997-1 Pass
Through Certificates, Class B." This Pass Through Certificate is issued under
and is subject to the terms, provisions, and conditions of the Pass Through
Agreement, the Series Supplement and the Intercreditor Agreement, to which the
Certificateholder of this Pass Through Certificate by virtue of the acceptance
hereof assents and by which such Certificateholder is bound. The property of
the Pass Through Trust includes (i) the Equipment Certificates held in such
Pass Through Trust, (ii) the rights of such Pass Through Trust under the
Intercreditor Agreement (including all monies receivable in respect of such
rights), (iii) all monies receivable under the Liquidity Facility for such
Pass Through Trust, and (iv) funds from time to time deposited with the Pass
Through Trustee in accounts relating to such Pass Through Trust. (the "Trust
Property"). Each series of Equipment Certificates is secured by a security
interest in (A) an aircraft leased to or, in the case of the Airbus
A300F4-605R Aircraft, 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 Specified Investments purchased
with the proceeds of the sale of such series of Equipment Certificates. Each
of the Pass Through Certificates represents a Fractional Undivided Interest in
the Pass Through Trust and the Trust Property, and has no rights, benefits or
interests in respect of any other separate trust established pursuant to the
terms of the Pass Through Agreement for any other class of Pass Through
Certificates issued pursuant thereto.
Subject to and in accordance with the terms of the Pass Through Agreement,
the Series Supplement and the Intercreditor Agreement, from funds then
available to the Pass Through Trustee, there will be distributed on each
January 15 and July 15 (a "Regular Distribution Date"), commencing on July 15,
1997, to the Person in whose name this Pass Through Certificate is registered
at the close of business on the 15th day preceding the applicable Regular
Distribution Date, an amount in respect of the Scheduled Payments on the
Equipment Certificates due on such Regular Distribution Date, equal to the
product of the percentage interest in the Pass Through Trust evidenced by this
Pass Through Certificate and an amount equal to the sum of such Scheduled
Payments.
Subject to and in accordance with the terms of the Pass Through Agreement,
the Series Supplement and the Intercreditor Agreement, if Special Payments on
the Equipment Certificates are received by the Pass Through Trustee, from
funds then available to the Pass Through Trustee, there shall be distributed
on the applicable Special Distribution Date, to the Person in whose name this
Pass Through Certificate is registered at the close of business on the 15th
day preceding such Special Distribution Date, an amount in respect of such
Special Payments on the Equipment Certificates, equal to the product of the
percentage interest in the Pass Through Trust evidenced by this Pass Through
Certificate and an amount equal to the sum of such Special Payments so
received.
If a Distribution Date is not a Business Day, distribution shall be made on
the immediately following Business Day with the same force and effect as if
made on such Distribution Date and no interest shall accrue during the
intervening period. The Special Distribution Date shall be any Business Day
on which a Special Payment is to be distributed.
Distributions on this Pass Through Certificate will be made by the Pass
Through Trustee to the Person entitled thereto, without the presentation or
surrender of this Pass Through Certificate or the making of any notation
hereon. Except as otherwise provided in the Pass Through Agreement and
notwithstanding the above, the final distribution on this Pass Through
Certificate will be made after notice is mailed by the Pass Through Trustee of
the pendency of such distribution and only upon presentation and surrender of
this Pass Through Certificate at the office or agency of the Pass Through
Trustee specified in such notice.
Any Person acquiring this Pass Through Certificate will be deemed to
represent and warrant that (i) no assets of an employee benefit plan subject
to Title I of The Employee Retirement Income Security Act of 1974, as amended
("ERISA") or an individual retirement account or plan subject to Section 4975
of the Code, or any trust established under any such plan or account, have
been used to acquire or hold any of the Pass Through Certificates or (ii) that
one or more administrative or statutory exemptions from the prohibited
transaction rules under Section 406 of ERISA and Section 4975 of the Code
applies to its purchase and holding of this Pass Through Certificate such that
its purchase and holding of this Pass Through Certificate will not result in a
non-exempt prohibited transaction under Section 406 of ERISA and Section 4975
of the Code.
This Pass Through Certificate shall be governed by and construed in
accordance with the laws of the State of New York.
Reference is hereby made to the further provisions of this Pass Through
Certificate set forth on the reverse hereof, which further provisions shall
for all purposes have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by the
Pass Through Trustee, by manual signature, this Pass Through Certificate shall
not be entitled to any benefit under the Pass Through Trust or be valid for
any purpose.
IN WITNESS WHEREOF, the Pass Through Trustee has caused this Pass Through
Certificate to be duly executed.
FEDERAL EXPRESS CORPORATION
PASS THROUGH TRUST, 1997-1-B
FIRST SECURITY BANK, NATIONAL ASSOCIATION,
not in its individual capacity, except as
otherwise expressly provided herein, but
solely as Pass Through Trustee
By: __________________________________________
Authorized Signatory
[FORM OF THE PASS THROUGH TRUSTEE'S CERTIFICATE OF AUTHENTICATION]
Dated: May ___, 1997
This is one of the Pass Through Certificates referred to in the
within-mentioned Pass Through Agreement and the Series Supplement.
FIRST SECURITY BANK, NATIONAL ASSOCIATION,
not in its individual capacity, except as
otherwise expressly provided herein, but
solely as Pass Through Trustee
By: __________________________________________
Authorized Signatory
[Reverse of Pass Through Certificate]
The Pass Through Certificates do not represent a direct obligation of, or
an obligation guaranteed by, or an interest in, the Company or the Pass
Through Trustee or any affiliate thereof. The Pass Through Certificates are
limited in right of payment, all as more specifically set forth on the face
hereof and in the Pass Through Agreement, the Intercreditor Agreement and the
Series Supplement. Subject to the Intercreditor Agreement, all payments or
distributions made to Certificateholders under the Pass Through Agreement
shall be made only from the Trust Property and only to the extent that the
Pass Through Trustee shall have sufficient income or proceeds from the Trust
Property to make such payments in accordance with the terms of the Pass
Through Agreement and the Series Supplement. Each Certificateholder of this
Pass Through Certificate, by its acceptance hereof, agrees that it will look
solely to the income and proceeds from the Trust Property to the extent
available for distribution to such Certificateholder as provided in the Pass
Through Agreement, the Intercreditor Agreement and the Series Supplement.
In connection with withholding taxes, under certain circumstances the Pass
Through Trustee may retain certain amounts otherwise distributable to a
Certificateholder. The purchase by any Certificateholder of any Pass Through
Certificate constitutes the consent of such Certificateholder to such
retention in accordance with the terms of the Pass Through Agreement.
This Pass Through Certificate does not purport to summarize the Pass
Through Agreement, the Intercreditor Agreement and the Series Supplement
and reference is made to the Pass Through Agreement, the Intercreditor
Agreement and the Series Supplement for information with respect to the
interests, rights, benefits, obligations, proceeds and duties evidenced
hereby. A copy of the Pass Through Agreement, the Intercreditor Agreement
and the Series Supplement may be examined by any Certificateholder upon
request during normal business hours at the principal office of the Pass
Through Trustee, and at such other places designated by the Pass Through
Trustee.
As of the date of issuance of this Pass Through Certificate, and assuming
that no prepayment or default in respect of payment on the Equipment
Certificates shall occur, the aggregate scheduled repayments of principal on
the Equipment Certificates for the Pass Through Trust and the resulting Pool
Factors for the Pass Through Trust after taking into account each such
repayment are set forth below:
Class B Trust
Equipment Certificates
Regular Scheduled Payments
Distribution Date of Principal Expected Pool Factor
--------------------- ---------------------- --------------------
May 28, 1997 0 1.00000000
July 15, 1997 0 1.00000000
January 15, 1998 $1,171,776 0.9898810
July 15, 1998 0 0.9898810
January 15, 1999 1,947,506 0.9730632
July 15, 1999 0 0.9730632
January 15, 2000 2,347,516 0.9527910
July 15, 2000 0 0.9527910
January 15, 2001 2,347,516 0.9325189
July 15, 2001 0 0.9325189
January 15, 2002 2,347,516 0.9122467
July 15, 2002 0 0.9122467
January 15, 2003 2,075,927 0.8943199
July 15, 2003 271,589 0.8919746
January 15, 2004 1,800,026 0.8764303
July 15, 2004 547,490 0.8717024
January 15, 2005 1,518,492 0.8585893
July 15, 2005 829,030 0.8514302
January 15, 2006 1,666,446 0.8370395
July 15, 2006 681,072 0.8311580
January 15, 2007 3,469,888 0.8011935
July 15, 2007 280,600 0.7987704
January 15, 2008 4,599,212 0.7590535
July 15, 2008 0 0.7590535
January 15, 2009 9,247,657 0.6791947
July 15, 2009 0 0.6791947
January 15, 2010 13,818,441 0.5598644
July 15, 2010 0 0.5598644
January 15, 2011 24,124,500 0.3515354
July 15, 2011 0 0.3515354
January 15, 2012 21,710,472 0.1640529
July 15, 2012 0 0.1640529
January 15, 2013 6,077,266 0.1115722
July 15, 2013 0 0.1115722
January 15, 2014 0 0.1115722
July 15, 2014 0 0.1115722
January 15, 2015 0 0.1115722
July 15, 2015 0 0.1115722
January 15, 2016 548,889 0.1068322
July 15, 2016 0 0.1068322
January 15, 2017 2,408,507 0.0860344
July 15, 2017 0 0.0860334
January 15, 2018 9,262,666 0.0000000
Each Certificateholder of this Pass Through Certificate by its acceptance
hereof, acknowledges that the terms of the Participation Agreement, the Lease
and the Indenture as they relate to two of the aircraft may differ from the
terms set forth or incorporated by reference in this Pass Through Certificate.
The Pass Through Agreement, the Intercreditor Agreement and the Series
Supplement permit, with certain exceptions provided therein, the amendment
thereof and the modification of the rights and obligations of the Company and
the rights of the Certificateholders under the Pass Through Trust at any time
by the Company and the Pass Through Trustee with the consent of the Majority
In Interest of Certificateholders in the Pass Through Trust. Any such consent
by the Certificateholder of this Pass Through Certificate shall be conclusive
and binding on such Certificateholder and upon all future Certificateholders
of this Pass Through Certificate and of any Pass Through Certificate issued
upon the transfer hereof or in exchange hereof or in lieu hereof whether or not
notation of such consent is made upon this Pass Through Certificate. The Pass
Through Agreement, the Intercreditor Agreement and the Series Supplement also
permit the amendment thereof, in certain limited circumstances, without the
consent of the Certificateholders of any of the Pass Through Certificates.
As provided in the Pass Through Agreement and the Series Supplement and
subject to certain limitations set forth therein, the transfer of this Pass
Through Certificate is registrable in the Register upon surrender of this Pass
Through Certificate for registration of transfer to the Pass Through Trustee
in its capacity as Registrar, or by any successor Registrar, duly endorsed or
accompanied by a written instrument of transfer in form satisfactory to the
Pass Through Trustee and the Registrar duly executed by the Certificateholder
hereof or such Certificateholder's attorney duly authorized in writing, and
thereupon one or more new Pass Through Certificates of authorized
denominations evidencing the same aggregate Fractional Undivided Interest
in the Pass Through Trust will be issued to the designated transferee or
transferees.
The Pass Through Certificates are issuable only as registered Pass Through
Certificates without coupons in minimum denominations of $1,000 fractional
undivided interests and integral multiples thereof. As provided in the Pass
Through Agreement and the Series Supplement and subject to certain limitations
set forth therein, the Pass Through Certificates are exchangeable for new Pass
Through Certificates of authorized denominations evidencing the same aggregate
Fractional Undivided Interest in the Pass Through Trust, as requested by the
Certificateholder surrendering the same.
No service charge will be made for any such registration of transfer or
exchange, but the Pass Through Trustee may require payment of a sum sufficient
to cover any tax or governmental charge payable in connection therewith.
The Pass Through Trustee, the Registrar, and any agent of the Pass Through
Trustee or the Registrar may treat the person in whose name this Pass Through
Certificate is registered as the owner hereof for all purposes, and neither
the Pass Through Trustee, the Registrar, nor any such agent shall be affected
by any notice to the contrary.
The obligations and responsibilities created by the Pass Through Agreement
and the Series Supplement and the Pass Through Trust created thereby shall
terminate upon the distribution to Certificateholders of all amounts required
to be distributed to them pursuant to the Pass Through Agreement, the
Intercreditor Agreement and the Series Supplement and the disposition of all
property held as part of the Trust Property.
Schedule I
to
Series Supplement
Federal Express Corporation
Pass Through Trust, 1997-1-B
Class B
Equipment Certificates;
Related Indenture Documents
1. Equipment Certificates (Federal Express Corporation Trust No. N581FE):
Interest Rate: 7.52%
Maturity: January 15, 2013
Principal Amount: $13,210,000
Related Indenture Documents:
Trust Indenture and Security Agreement (Federal Express Corporation Trust
No. N581FE) dated as of May 1, 1997, between Wilmington Trust Company, not
in its individual capacity, except as otherwise provided therein, but
solely as Owner Trustee, and First Security Bank, National Association, not
in its individual capacity, except as otherwise provided therein, but
solely as Indenture Trustee;
Participation Agreement (Federal Express Corporation Trust No. N581FE)
dated as of May 1, 1997, among Federal Express Corporation, as Lessee,
AmSouth Leasing, Ltd. and BTM Funding Corporation, as Owner Participants,
Wilmington Trust Company, not in its individual capacity, except as
otherwise provided therein, but solely as Owner Trustee, First Security
Bank, National Association, not in its individual capacity, except as
otherwise provided therein, but solely as Indenture Trustee, First Security
Bank, National Association, not in its individual capacity, except as
otherwise provided therein, but solely as Pass Through Trustee, and First
Security Bank, National Association, not in its individual capacity, except
as otherwise provided therein, but solely as Subordination Agent;
Trust Agreement (Federal Express Corporation Trust No. N581FE) dated as of
May 1, 1997, among AmSouth Leasing, Ltd. and BTM Funding Corporation, as
Owner Participants, and Wilmington Trust Company;
Lease Agreement (Federal Express Corporation Trust No. N581FE) dated as of
May 1, 1997, between Wilmington Trust Company, not in its individual
capacity, except as otherwise provided therein, but solely as Owner Trustee
and Lessor, and Federal Express Corporation, as Lessee; and
Owner Participant Guaranty (Federal Express Corporation Trust No. N581FE)
dated May 28, 1997, by AmSouth Bank of Alabama, as the Owner Participant
Guarantor in favor of the Lessee, the Owner Trustee, the Indenture Trustee
and the Pass Through Trustee.
Owner Participant Guaranty (Federal Express Corporation Trust No. N581FE)
dated May 28, 1997, by BTM Capital Corporation, as the Owner Participant
Guarantor in favor of the Lessee, the Owner Trustee, the Indenture Trustee
and the Pass Through Trustee.
2. Equipment Certificates (Federal Express Corporation Trust No. N583FE):
Interest Rate: 7.52%
Maturity: January 15, 2016
Principal Amount: $12,811,000
Related Indenture Documents:
Trust Indenture and Security Agreement (Federal Express Corporation Trust
No. N583FE) dated as of May 1, 1997, between State Street Bank and Trust
Company of Connecticut, National Association, not in its individual
capacity, except as otherwise provided therein, but solely as Owner
Trustee, and First Security Bank, National Association, not in its
individual capacity, except as otherwise provided therein, but solely as
Indenture Trustee;
Participation Agreement (Federal Express Corporation Trust No. N583FE)
dated as of May 1, 1997, among Federal Express Corporation, as Lessee and
Initial Owner Participant, State Street Bank and Trust Company of
Connecticut, National Association, not in its individual capacity, except
as otherwise provided therein, but solely as Owner Trustee, First Security
Bank, National Association, not in its individual capacity, except as
otherwise provided therein, but solely as Indenture Trustee, First Security
Bank, National Association, not in its individual capacity, except as
otherwise provided therein, but solely as Pass Through Trustee, and First
Security Bank, National Association, not in its individual capacity, except
as otherwise provided therein, but solely as Subordination Agent;
Trust Agreement (Federal Express Corporation Trust No. N583FE) dated as of
May 1, 1997, between Federal Express Corporation, as Initial Owner
Participant, and State Street Bank and Trust Company of Connecticut,
National Association; and
Lease Agreement (Federal Express Corporation Trust No. N583FE) dated as of
May 1, 1997, between State Street Bank and Trust Company of Connecticut,
National Association, not in its individual capacity, except as otherwise
provided therein, but solely as Owner Trustee and Lessor, and Federal
Express Corporation, as Lessee.
3. Equipment Certificates (Federal Express Corporation Trust No. N584FE):
Interest Rate: 7.52%
Maturity: January 15, 2017
Principal Amount: $13,616,000
Related Indenture Documents:
Trust Indenture and Security Agreement (Federal Express Corporation Trust
No. N584FE) dated as of May 1, 1997, between State Street Bank and Trust
Company of Connecticut, National Association, not in its individual
capacity, except as otherwise provided therein, but solely as Owner
Trustee, and First Security Bank, National Association, not in its
individual capacity, except as otherwise provided therein, but solely as
Indenture Trustee;
Participation Agreement (Federal Express Corporation Trust No. N584FE)
dated as of May 1, 1997, among Federal Express Corporation, as Lessee and
Initial Owner Participant, State Street Bank and Trust Company of
Connecticut, National Association, not in its individual capacity, except
as otherwise provided therein, but solely as Owner Trustee, First Security
Bank, National Association, not in its individual capacity, except as
otherwise provided therein, but solely as Indenture Trustee, First Security
Bank, National Association, not in its individual capacity, except as
otherwise provided therein, but solely as Pass Through Trustee, and First
Security Bank, National Association, not in its individual capacity, except
as otherwise provided therein, but solely as Subordination Agent;
Trust Agreement (Federal Express Corporation Trust No. N584FE) dated as of
May 1, 1997, between Federal Express Corporation, as Initial Owner
Participant, and State Street Bank and Trust Company of Connecticut,
National Association; and
Lease Agreement (Federal Express Corporation Trust No. N584FE) dated as of
May 1, 1997, between State Street Bank and Trust Company of Connecticut,
National Association, not in its individual capacity, except as otherwise
provided therein, but solely as Owner Trustee and Lessor, and Federal
Express Corporation, as Lessee.
4. Equipment Certificates (Federal Express Corporation Trust No. N587FE):
Interest Rate: 7.52%
Maturity: January 15, 2010
Principal Amount: $13,796,000
Related Indenture Documents:
Trust Indenture and Security Agreement (Federal Express Corporation Trust
No. N587FE) dated as of December 1, 1996, as amended and restated as of May
1, 1997, between Wilmington Trust Company, not in its individual capacity,
except as otherwise provided therein, but solely as Owner Trustee, and
First Security Bank, National Association, not in its individual capacity,
except as otherwise provided therein, but solely as Indenture Trustee;
Trust Indenture and Security Agreement Supplement No. 1 (Federal Express
Corporation Trust No. N587FE) dated December 13, 1996, between Wilmington
Trust Company, not in its individual capacity, except as otherwise provided
therein, but solely as Owner Trustee, and First Security Bank, National
Association, not in its individual capacity, except as otherwise provided
therein, but solely as Indenture Trustee;
Participation Agreement (Federal Express Corporation Trust No. N587FE)
dated as of December 1, 1996, as amended and restated as of May 1, 1997,
among Federal Express Corporation, as Lessee, CMCA Lease, Inc. and Norwest
Bank Minnesota, National Association, as Owner Participants, Wilmington
Trust Company, not in its individual capacity, except as otherwise provided
therein, but solely as Owner Trustee, State Street Bank and Trust Company,
not in its individual capacity, except as otherwise provided therein, but
solely as Original Indenture Trustee, First Security Bank, National
Association, not in its individual capacity, except as otherwise provided
therein, but solely as Indenture Trustee, First Security Bank, National
Association, not in its individual capacity, except as otherwise provided
therein, but solely as Pass Through Trustee, First Security Bank, National
Association, not in its individual capacity, except as otherwise provided
therein, but solely as Subordination Agent, and Xxxxxx Guaranty Trust
Company of New York, as Original Loan Participant;
Trust Agreement (Federal Express Corporation Trust No. N587FE) dated as of
December 1, 1996, as amended and restated as of May 1, 1997, among CMCA
Lease, Inc. and Norwest Bank Minnesota, National Association, as Owner
Participants, and Wilmington Trust Company;
Lease Agreement (Federal Express Corporation Trust No. N587FE) dated as of
December 1, 1996, as amended and restated as of May 1, 1997, between
Wilmington Trust Company, not in its individual capacity, except as
otherwise provided therein, but solely as Owner Trustee and Lessor, and
Federal Express Corporation, as Lessee;
Lease Supplement No. 1 (Federal Express Corporation Trust No. N587FE) dated
December 13, 1996, between Wilmington Trust Company, not in its individual
capacity, except as otherwise provided therein, but solely as Owner Trustee
and Lessor, and Federal Express Corporation, as Lessee; and
Owner Participant Guaranty (Federal Express Corporation Trust No. N587FE)
dated December 13, 1996, as amended and restated as of May 28, 1997, by
Comerica Bank, as the Owner Participant Guarantor in favor of the Lessee,
the Owner Trustee, the Indenture Trustee and the Pass Through Trustee.
5. Equipment Certificates (Federal Express Corporation Trust No. N670FE):
Interest Rate: 7.52%
Maturity: January 15, 2018
Principal Amount: $12,507,000
Related Indenture Documents:
Trust Indenture and Security Agreement (Federal Express Corporation Trust
No. N670FE) dated as of May 1, 1997, between State Street Bank and Trust
Company of Connecticut, National Association, not in its individual
capacity, except as otherwise provided therein, but solely as Owner
Trustee, and First Security Bank, National Association, not in its
individual capacity, except as otherwise provided therein, but solely as
Indenture Trustee;
Participation Agreement (Federal Express Corporation Trust No. N670FE)
dated as of May 1, 1997, among Federal Express Corporation, as Lessee, PMCC
Leasing Corporation, as Owner Participant, State Street Bank and Trust
Company of Connecticut, National Association, not in its individual
capacity, except as otherwise provided therein, but solely as Owner
Trustee, First Security Bank, National Association, not in its individual
capacity, except as otherwise provided therein, but solely as Indenture
Trustee, First Security Bank, National Association, not in its individual
capacity, except as otherwise provided therein, but solely as Pass Through
Trustee, and First Security Bank, National Association, not in its
individual capacity, except as otherwise provided therein, but solely as
Subordination Agent;
Trust Agreement (Federal Express Corporation Trust No. N670FE) dated as of
May 1, 1997, between PMCC Leasing Corporation, as Owner Participant, and
State Street Bank and Trust Company of Connecticut, National Association;
Lease Agreement (Federal Express Corporation Trust No. N670FE) dated as of
May 1, 1997, between State Street Bank and Trust Company of Connecticut,
National Association, not in its individual capacity, except as otherwise
provided therein, but solely as Owner Trustee and Lessor, and Federal
Express Corporation, as Lessee; and
Owner Participant Guaranty (Federal Express Corporation Trust No. N670FE)
dated May 28, 1997, by Xxxxxx Xxxxxx Capital Corporation, as the Owner
Participant Guarantor in favor of the Lessee, the Owner Trustee, the
Indenture Trustee and the Pass Through Trustee.
6. Equipment Certificates (Federal Express Corporation Trust No. N671FE):
Interest Rate: 7.52%
Maturity: January 15, 2018
Principal Amount: $12,507,000
Related Indenture Documents:
Trust Indenture and Security Agreement (Federal Express Corporation Trust
No. N671FE) dated as of May 1, 1997, between State Street Bank and Trust
Company of Connecticut, National Association, not in its individual
capacity, except as otherwise provided therein, but solely as Owner
Trustee, and First Security Bank, National Association, not in its
individual capacity, except as otherwise provided therein, but solely as
Indenture Trustee;
Participation Agreement (Federal Express Corporation Trust No. N671FE)
dated as of May 1, 1997, among Federal Express Corporation, as Lessee, PMCC
Leasing Corporation, as Owner Participant, State Street Bank and Trust
Company of Connecticut, National Association, not in its individual
capacity, except as otherwise provided therein, but solely as Owner
Trustee, First Security Bank, National Association, not in its individual
capacity, except as otherwise provided therein, but solely as Indenture
Trustee, First Security Bank, National Association, not in its individual
capacity, except as otherwise provided therein, but solely as Pass Through
Trustee, and First Security Bank, National Association, not in its
individual capacity, except as otherwise provided therein, but solely as
Subordination Agent;
Trust Agreement (Federal Express Corporation Trust No. N671FE) dated as of
May 1, 1997, between PMCC Leasing Corporation, as Owner Participant, and
State Street Bank and Trust Company of Connecticut, National Association;
Lease Agreement (Federal Express Corporation Trust No. N671FE) dated as of
May 1, 1997, between State Street Bank and Trust Company of Connecticut,
National Association, not in its individual capacity, except as otherwise
provided therein, but solely as Owner Trustee and Lessor, and Federal
Express Corporation, as Lessee; and
Owner Participant Guaranty (Federal Express Corporation Trust No. N671FE)
dated May 28, 1997, by Xxxxxx Xxxxxx Capital Corporation, as the Owner
Participant Guarantor in favor of the Lessee, the Owner Trustee, the
Indenture Trustee and the Pass Through Trustee.
7. Equipment Certificates (Federal Express Corporation Trust No. N672FE):
Interest Rate: 7.52%
Maturity: January 15, 2018
Principal Amount: $12,515,000
Related Indenture Documents:
Trust Indenture and Security Agreement (Federal Express Corporation Trust
No. N672FE) dated as of May 1, 1997, between State Street Bank and Trust
Company of Connecticut, National Association, not in its individual
capacity, except as otherwise provided therein, but solely as Owner
Trustee, and First Security Bank, National Association, not in its
individual capacity, except as otherwise provided therein, but solely as
Indenture Trustee;
Participation Agreement (Federal Express Corporation Trust No. N672FE)
dated as of May 1, 1997, among Federal Express Corporation, as Lessee, PMCC
Leasing Corporation, as Owner Participant, State Street Bank and Trust
Company of Connecticut, National Association, not in its individual
capacity, except as otherwise provided therein, but solely as Owner
Trustee, First Security Bank, National Association, not in its individual
capacity, except as otherwise provided therein, but solely as Indenture
Trustee, First Security Bank, National Association, not in its individual
capacity, except as otherwise provided therein, but solely as Pass Through
Trustee, and First Security Bank, National Association, not in its
individual capacity, except as otherwise provided therein, but solely as
Subordination Agent;
Trust Agreement (Federal Express Corporation Trust No. N672FE) dated as of
May 1, 1997, between PMCC Leasing Corporation, as Owner Participant, and
State Street Bank and Trust Company of Connecticut, National Association;
Lease Agreement (Federal Express Corporation Trust No. N672FE) dated as of
May 1, 1997, between State Street Bank and Trust Company of Connecticut,
National Association, not in its individual capacity, except as otherwise
provided therein, but solely as Owner Trustee and Lessor, and Federal
Express Corporation, as Lessee; and
Owner Participant Guaranty (Federal Express Corporation Trust No. N672FE)
dated May 28, 1997, by Xxxxxx Xxxxxx Capital Corporation, as the Owner
Participant Guarantor in favor of the Lessee, the Owner Trustee, the
Indenture Trustee and the Pass Through Trustee.
8. Equipment Certificates (Federal Express Corporation Trust No. N673FE):
Interest Rate: 7.52%
Maturity: January 15, 2018
Principal Amount: $12,408,000
Related Indenture Documents:
Trust Indenture and Security Agreement (Federal Express Corporation Trust
No. N673FE) dated as of May 1, 1997, between State Street Bank and Trust
Company of Connecticut, National Association, not in its individual
capacity, except as otherwise provided therein, but solely as Owner
Trustee, and First Security Bank, National Association, not in its
individual capacity, except as otherwise provided therein, but solely as
Indenture Trustee;
Participation Agreement (Federal Express Corporation Trust No. N673FE)
dated as of May 1, 1997, among Federal Express Corporation, as Lessee, PMCC
Leasing Corporation, as Owner Participant, State Street Bank and Trust
Company of Connecticut, National Association, not in its individual
capacity, except as otherwise provided therein, but solely as Owner
Trustee, First Security Bank, National Association, not in its individual
capacity, except as otherwise provided therein, but solely as Indenture
Trustee, First Security Bank, National Association, not in its individual
capacity, except as otherwise provided therein, but solely as Pass Through
Trustee, and First Security Bank, National Association, not in its
individual capacity, except as otherwise provided therein, but solely as
Subordination Agent;
Trust Agreement (Federal Express Corporation Trust No. N673FE) dated as of
May 1, 1997, between PMCC Leasing Corporation, as Owner Participant, and
State Street Bank and Trust Company of Connecticut, National Association;
Lease Agreement (Federal Express Corporation Trust No. N673FE) dated as of
May 1, 1997, between State Street Bank and Trust Company of Connecticut,
National Association, not in its individual capacity, except as otherwise
provided therein, but solely as Owner Trustee and Lessor, and Federal
Express Corporation, as Lessee; and
Owner Participant Guaranty (Federal Express Corporation Trust No. N673FE)
dated May 28, 1997, by Xxxxxx Xxxxxx Capital Corporation, as the Owner
Participant Guarantor in favor of the Lessee, the Owner Trustee, the
Indenture Trustee and the Pass Through Trustee.
9. Equipment Certificates (Federal Express Corporation Trust No. N674FE):
Interest Rate: 7.52%
Maturity: January 15, 2018
Principal Amount: $12,430,000
Related Indenture Documents:
Trust Indenture and Security Agreement (Federal Express Corporation Trust
No. N674FE) dated as of May 1, 1997, between State Street Bank and Trust
Company of Connecticut, National Association, not in its individual
capacity, except as otherwise provided therein, but solely as Owner
Trustee, and First Security Bank, National Association, not in its
individual capacity, except as otherwise provided therein, but solely as
Indenture Trustee;
Participation Agreement (Federal Express Corporation Trust No. N674FE)
dated as of May 1, 1997, among Federal Express Corporation, as Lessee, PMCC
Leasing Corporation, as Owner Participant, State Street Bank and Trust
Company of Connecticut, National Association, not in its individual
capacity, except as otherwise provided therein, but solely as Owner
Trustee, First Security Bank, National Association, not in its individual
capacity, except as otherwise provided therein, but solely as Indenture
Trustee, First Security Bank, National Association, not in its individual
capacity, except as otherwise provided therein, but solely as Pass Through
Trustee, and First Security Bank, National Association, not in its
individual capacity, except as otherwise provided therein, but solely as
Subordination Agent;
Trust Agreement (Federal Express Corporation Trust No. N674FE) dated as of
May 1, 1997, between PMCC Leasing Corporation, as Owner Participant, and
State Street Bank and Trust Company of Connecticut, National Association;
Lease Agreement (Federal Express Corporation Trust No. N674FE) dated as of
May 1, 1997, between State Street Bank and Trust Company of Connecticut,
National Association, not in its individual capacity, except as otherwise
provided therein, but solely as Owner Trustee and Lessor, and Federal
Express Corporation, as Lessee; and
Owner Participant Guaranty (Federal Express Corporation Trust No. N674FE)
dated May 28, 1997, by Xxxxxx Xxxxxx Capital Corporation, as the Owner
Participant Guarantor in favor of the Lessee, the Owner Trustee, the
Indenture Trustee and the Pass Through Trustee.
Schedule II
to
Series Supplement
Cut-Off Date for each of the Aircraft
Federal Express Corporation Manufacturer's Serial
Trust No. Number Cut-Off Date
---------------------------- ---------------------- -------------------
N670FE 777 September 1, 1997
N671FE 778 September 18, 1997
N672FE 779 November 17, 1997
N673FE 780 December 10, 1997
N674FE 781 December 22, 1997
N581FE 48419 September 15, 1997
N583FE 48421 December 15, 1997
N584FE 48436 April 15, 1998
SERIES SUPPLEMENT 1997-1-C
Dated May 28, 1997
between
FIRST SECURITY BANK, NATIONAL ASSOCIATION
as Pass Through Trustee,
and
FEDERAL EXPRESS CORPORATION
to
PASS THROUGH TRUST AGREEMENT
Dated as of May 1, 1997
$129,185,000
Federal Express Corporation
Pass Through Trust, 1997-1-C
Federal Express Corporation
1997-1 Pass Through Certificates,
Class C
___________________________________________________________________________
TABLE OF CONTENTS
Page
RECITALS............................................................. 1
ARTICLE I
CERTAIN DEFINITIONS
ARTICLE II
DESIGNATIONS; TRUST FORMATION;
ISSUANCE OF PASS THROUGH CERTIFICATES
SECTION 2.01. Designations; Aggregate Amount........................... 5
SECTION 2.02. Declaration of Trust; Authorization...................... 5
SECTION 2.03. Issuance of Pass Through Certificates.................... 6
SECTION 2.04. Purchase of Equipment Certificates....................... 6
SECTION 2.05. Representations and Warranties of the Company............ 6
SECTION 2.06. The Intercreditor Agreement.............................. 6
SECTION 2.07. Conditions Precedent..................................... 6
SECTION 2.08. Acceptance of Appointment of Pass Through Trustee........ 7
ARTICLE III
DISTRIBUTION AND RECORD DATES;
CERTIFICATE AND SPECIAL PAYMENT ACCOUNTS;
CONCERNING AUTHENTICATING AGENT, PAYING AGENT AND REGISTRAR AND
THE CERTIFICATEHOLDERS
SECTION 3.01 Distribution Dates....................................... 7
SECTION 3.02. Record Dates............................................. 7
SECTION 3.03. Certificate Account and Special Payments Account......... 7
SECTION 3.04. Form of Pass Through Certificates........................ 8
SECTION 3.05. Indenture Documents...................................... 8
SECTION 3.06. Appointment of Authenticating Agent; Paying Agent and
Registrar.............................................. 8
SECTION 3.07. Predelivery Funding...................................... 8
SECTION 3.08. ERISA.................................................... 9
SECTION 3.09. Intercreditor Agreement.................................. 9
SECTION 3.10. Ranking of Equipment Certificates........................ 9
SECTION 3.11. No Cross-Default or Cross-Collateralization of Equipment
Certificates........................................... 9
SECTION 3.12. Ranking of 1997-1-C Pass Through Certificates............ 9
SECTION 3.13. Liquidity Facility....................................... 9
SECTION 3.14. Purchase Rights of Certificateholders.................... 9
SECTION 3.15. PTC Event of Default..................................... 9
ARTICLE IV
MISCELLANEOUS
SECTION 4.01. Governing Law; Counterpart Form.......................... 10
SECTION 4.02. Reports by the Company................................... 10
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
SCHEDULE II Cut-Off Date for each of the Aircraft
SERIES SUPPLEMENT 1997-1-C
SERIES SUPPLEMENT 1997-1-C, dated May 28, 1997 (this "Series
Supplement"), between FEDERAL EXPRESS CORPORATION, a Delaware corporation (the
"Company") and FIRST SECURITY BANK, NATIONAL ASSOCIATION, a national banking
association, as Pass Through Trustee (the "Pass Through Trustee"), to the Pass
Through Trust Agreement, dated as of May 1, 1997 (the "Pass Through
Agreement"), between the Company and the Pass Through Trustee.
RECITALS
WHEREAS, capitalized terms used herein shall have the respective
meanings set forth or referred to in Article I hereof;
WHEREAS, Section 2.01 of the Pass Through Agreement provides, among
other things, that the Company and the Pass Through Trustee may execute and
deliver one or more series supplements, each for the purpose of forming a
separate pass through trust for the benefit of the certificateholders of the
class of pass through certificates to be issued pursuant to such pass through
trust, appointing an institution to act as Pass Through Trustee if different
from the institution executing the Pass Through Agreement, establishing
certain terms of such pass through certificates, and pursuant to which the
pass through certificates of such class shall be executed and authenticated by
the Pass Through Trustee and delivered as directed by the Company;
WHEREAS, pursuant to the Participation Agreements, the Company has
agreed to cause the Equipment Certificates to be issued and sold to the Pass
Through Trustee, and the Pass Through Trustee has agreed to purchase the
Equipment Certificates, which will be held in trust as Trust Property for the
benefit of the Certificateholders;
WHEREAS, in order to facilitate such sale, the Company has agreed,
pursuant to the Underwriting Agreement, to cause the Pass Through Trustee to
issue and sell the Pass Through Certificates to the Underwriters;
WHEREAS, pursuant to the Pass Through Agreement and the terms of this
Series Supplement, the Pass Through Trustee will execute, authenticate and
deliver the Pass Through Certificates to the Underwriters upon receipt by the
Pass Through Trustee of the purchase price therefor, which will be applied in
accordance with this Series Supplement to purchase the Equipment Certificates;
WHEREAS, the Pass Through Trustee hereby declares the creation of
this Pass Through Trust for the benefit of the Certificateholders, and the
initial Certificateholders of such Pass Through Certificates, as the grantors
of such Pass Through Trust, by their respective acceptances of such Pass
Through Certificates, join in the creation of such Pass Through Trust;
WHEREAS, to facilitate the sale of the Equipment Certificates to, and
the purchase of the Equipment Certificates by, the Pass Through Trustee on
behalf of this Pass Through Trust, the Company has duly authorized the
execution and delivery of this Series Supplement as the "issuer," as such term
is defined in and solely for purposes of the Securities Act, of the Pass
Through Certificates and as the "obligor," as such term is defined in and
solely for purposes of the Trust Indenture Act, with respect to all such Pass
Through Certificates; and
WHEREAS, this Series Supplement is subject to the provisions of the
Trust Indenture Act and shall, to the extent applicable, be governed by such
provisions;
IT IS HEREBY COVENANTED AND AGREED by and between the parties hereto
as follows:
ARTICLE I
CERTAIN DEFINITIONS
All terms used in this Series Supplement that are defined in the Pass
Through Agreement, either directly or by reference therein, have the meanings
assigned to them therein as supplemented by this Article I, if applicable,
except to the extent the context requires otherwise. Any such defined term
that is defined in the Pass Through Agreement as relating to a particular Pass
Through Trust or Class rather than to any Pass Through Trust or Class
generally shall, when used in this Series Supplement, relate solely to the
Federal Express Corporation Pass Through Trust, 1997-1-C, or the Federal
Express Corporation 1997-1 Pass Through Certificates, Class C, as the case may
be, whether or not expressly so stated herein.
"Aircraft" means four XxXxxxxxx Xxxxxxx MD-11F aircraft and five
Airbus A300F4-605R aircraft, including the Engines (as such term is defined in
the related Participation Agreement) relating thereto, leased, or expected to
be leased, by the related Owner Trustee to the Company pursuant to one of nine
separate Leases, and, collectively, means all of the foregoing.
"Aircraft Delivery Date" means, for each Aircraft, the date on which
such Aircraft is delivered and sold to the Lessor (as such term is defined in
the related Participation Agreement) and leased by the Lessor to the Lessee
(as such term is defined in the related Participation Agreement) under the
Lease (as such term is defined in the related Participation Agreement), which
date shall also be the date of the initial Lease Supplement (as such term is
defined in the related Participation Agreement).
"Authenticating Agent" has the meaning set forth in Section 3.06
hereof.
"Certificate Account" means the Certificate Account specified in
Section 3.03 hereof.
"Certificateholders" means the Certificateholders of the Class of
Pass Through Certificates designated in Section 2.01 hereof.
"Collateral Account" means each of the Collateral Accounts
established pursuant to the Indentures for each of Federal Express Corporation
Trust Nos. N581FE, N583FE, N584FE, N670FE, N671FE, N672FE, N673FE and N674FE
into which the proceeds of sale of the related Equipment Certificates will be
deposited respectively.
"Cut-Off Date" means the date listed on Schedule II hereto for each
Aircraft.
"Delivery Date" means, for any Equipment Certificates, the Refunding
Date or the Pass Through Closing 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.
"Final Expected Distribution Date" means January 15, 2014.
"Intercreditor Agreement" means the Intercreditor Agreement dated as
of May 1, 1997 among the Pass Through Trustee, the Liquidity Provider (as
defined therein) and the Subordination Agent.
"Issuance Date" means the date defined as the Closing Time in the
Underwriting Agreement.
"Participation Agreements" means those Participation Agreements
listed in Schedule I hereto.
"Pass Through Certificates" means the Pass Through Certificates
designated in Section 2.01 hereof.
"Pass Through Trust," "this Pass Through Trust" and other like words
means the Pass Through Trust designated in Section 2.01 hereof.
"Paying Agent" means the Person specified as such in Section 3.06
hereof.
"Pool Balance" means, for any Pass Through Trust or for the Pass
Through Certificates issued by any Pass Through Trust, as of any date, the
original aggregate face amount of the Pass Through Certificates of such Pass
Through Trust less the aggregate amount of all payments on such Pass Through
Certificates other than payments made in respect of interest or premium or
reimbursement of any costs and expenses in connection therewith. The Pool
Balance for each Pass Through Trust as of any Regular Distribution Date or
Special Distribution Date will be computed after giving effect to the payment
of principal, if any, on the Equipment Certificates or other Trust Property
held in such Pass Through Trust and the distribution thereof being made on
that date.
"Pool Factor" means, for any Pass Through Trust as of any Regular
Distribution Date or Special Distribution Date the quotient (rounded to the
seventh decimal place) computed by dividing (i) the Pool Balance by (ii) the
original aggregate face amount of the Pass Through Certificates of the related
Class. The Pool Factor for each Pass Through Trust as of any Regular
Distribution Date or Special Distribution Date will be computed after giving
effect to the payment of principal, if any, on such Equipment Certificates or
other Trust Property held in such Pass Through Trust and the distribution
thereof being made on that date.
"PTC Event of Default" has the meaning set forth in Section 3.15
hereof.
"Record Date" means any Record Date specified in Section 3.02 hereof.
"Registrar" means the Person specified as such in Section 3.06
hereof.
"Regular Distribution Date" means any Regular Distribution Date
specified in Section 3.01 hereof.
"Special Distribution Date" means, for any Special Payment, the
Special Distribution Date for such Special Payment specified in Section 3.01
hereof.
"Special Payments Account" means the Special Payments Account
specified in Section 3.03 hereof.
"Specified Investments" has the meaning set forth in Schedule II to
the Participation Agreements.
"Subordination Agent" means First Security Bank, National
Association, a national banking association.
"Trust Property" means, for this Pass Through Trust: (i) the
Equipment Certificates held in this Pass Through Trust; (ii) the rights of
this Pass Through Trust under the Intercreditor Agreement (including all
monies receivable in respect of such rights); and (iii) funds from time to
time deposited with the Pass Through Trustee in accounts relating to this
Pass Through Trust.
"Underwriters" means the several Underwriters named in the
Underwriting Agreement.
"Underwriting Agreement" means the Underwriting Agreement dated May
22, 1997 among the Company and Xxxxxx Xxxxxxx & Co. Incorporated, First
Chicago Capital Markets, Inc., Xxxxxxx, Sachs & Co. and X.X. Xxxxxx & Co.
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, 1997-1-C (herein sometimes called this "Pass Through
Trust"). The Pass Through Certificates evidencing Fractional Undivided
Interests in such Pass Through Trust shall be designated as the Federal
Express Corporation 1997-1 Pass Through Certificates, Class C (herein
sometimes called the "1997-1-C Pass Through Certificates"). The 1997-1-C
Pass Through Certificates shall be the only instruments evidencing a
fractional undivided interest in such Pass Through Trust.
Except as provided in Sections 2.08, 2.09 and 2.11 of the Pass
Through Agreement, the aggregate amount of 1997-1-C Pass Through
Certificates that may be authenticated, delivered and outstanding under
this Series Supplement is limited to $129,185,000.
SECTION 2.02. Declaration of Trust; Authorization. Each initial
Certificateholder, by its acceptance of any 1997-1-C Pass Through Certificate
is hereby deemed (1) as grantor, to join in the creation and declaration of
this Pass Through Trust and (2) as beneficiary of such Pass Through Trust, to
authorize and direct the Pass Through Trustee to execute and deliver all
documents to which the Pass Through Trustee is a party that may be necessary
or desirable to consummate the transactions contemplated hereby and to
exercise its rights and perform its duties under the Participation Agreements,
the Indentures, the Pass Through Agreement, the Intercreditor Agreement and
this Series Supplement.
The Pass Through Trustee hereby acknowledges and accepts this grant
of trust and declares that it will hold the Trust Property as Pass Through
Trustee of this Pass Through Trust for the use and benefit of the
Certificateholders.
SECTION 2.03. Issuance of Pass Through Certificates. Subject to the
terms set forth herein, on the Issuance Date (i) the Company shall direct the
Underwriters to execute a wire transfer or intra-bank transfer to the Pass
Through Trustee in the amount of the total proceeds payable by such
Underwriters pursuant to the Underwriting Agreement with respect to the
1997-1-C Pass Through Certificates and (ii) the Pass Through Trustee shall
deliver the 1997-1-C Pass Through Certificates to the Underwriters as provided
in the Underwriting Agreement upon receipt by the Pass Through Trustee of such
proceeds.
SECTION 2.04. Purchase of Equipment Certificates. On the Issuance
Date, the Pass Through Trustee shall purchase, in accordance with Section 2.02
of the Pass Through Agreement, each of the Equipment Certificates upon the
satisfaction or waiver of the conditions for such purchase by the Pass Through
Trustee set forth in the related Participation Agreement.
SECTION 2.05. Representations and Warranties of the Company. All of
the representations and warranties of the Company set forth or incorporated by
reference in Section 1 of the Underwriting Agreement are incorporated by
reference in this Series Supplement as if set forth herein and the Company
represents and warrants that such representations and warranties are true and
correct on the date hereof, except to the extent that such representations and
warranties expressly relate solely to an earlier date or later date (in which
case such representations and warranties were correct on and as of such
earlier date or will be correct on and as of such later date, as the case may
be).
SECTION 2.06. The Intercreditor Agreement. The Pass Through Trustee
is hereby directed to execute and deliver the Intercreditor Agreement on or
prior to the Issuance Date in the form delivered to the Pass Through Trustee
by the Company. The Pass Through Trustee represents and warrants that the
Intercreditor Agreement will be duly executed and delivered by one of its
officers who is duly authorized to execute and deliver such document on its
behalf.
SECTION 2.07. Conditions Precedent. The obligations of the Pass
Through Trustee to participate in the transactions described in Sections 2.03
and 2.04 hereof are subject to (i) receipt by the Pass Through Trustee of a
certificate of the Company to the same effect as the certificate of the
Company delivered to the Underwriters pursuant to Section 5(c) of the
Underwriting Agreement, and (ii) satisfaction or waiver of the conditions for
the purchase by the Underwriters of the Pass Through Certificates set forth
in Section 5 of the Underwriting Agreement, which satisfaction or waiver for
the purposes hereof shall be conclusively demonstrated by the receipt by the
Pass Through Trustee of the total proceeds payable by such Underwriters
pursuant to the Underwriting Agreement with respect to the 1997-1-C Pass
Through Certificates.
SECTION 2.08. Acceptance of Appointment of Pass Through Trustee.
First Security Bank, National Association represents and warrants that it is
qualified to serve as Pass Through Trustee and satisfies the criteria
specified in Section 10.02 of the Pass Through Agreement for eligibility as a
Pass Through Trustee. First Security Bank, National Association hereby agrees
to serve as Pass Through Trustee for the Pass Through Certificates and
acknowledges its appointment as Pass Through Trustee in accordance with the
provisions of, and subject to all of the terms and conditions set forth in,
the Pass Through Agreement and this related Series Supplement upon the
execution and delivery of this Series Supplement.
ARTICLE III
DISTRIBUTION AND RECORD DATES;
CERTIFICATE AND SPECIAL PAYMENT ACCOUNTS;
CONCERNING AUTHENTICATING AGENT, PAYING AGENT AND REGISTRAR AND
THE CERTIFICATEHOLDERS
SECTION 3.01 Distribution Dates. The Regular Distribution Dates
are each January 15 and July 15, commencing on July 15, 1997. The Special
Distribution Date is any Business Day on which a Special Payment is to be
distributed.
SECTION 3.02. Record Dates. The Record Dates for the Regular
Distribution Dates are December 31 and June 30, respectively, and the Record
Date for any Special Distribution Date is the fifteenth day preceding such
Special Distribution Date, in any event, whether or not such date is a
Business Day.
SECTION 3.03. Certificate Account and Special Payments Account. In
accordance with Section 5.01(a) of the Pass Through Agreement and upon receipt
of any Scheduled Payment, the Pass Through Trustee shall immediately deposit
such Scheduled Payment into the Certificate Account, a separate and
non-interest bearing account designated by the Pass Through Trustee to be used
for such purpose. In accordance with Section 5.01(b) of the Pass Through
Agreement and upon receipt of any Special Payment, the Pass Through Trustee
shall immediately deposit such Special Payment into the Special Payments
Account, a separate and, except as provided in Section 5.04 of the Pass
Through Agreement, non-interest bearing account designated by the Pass Through
Trustee to be used for such purpose.
SECTION 3.04. Form of Pass Through Certificates. Subject to Section
2.07 of the Pass Through Agreement, each of the 1997-1-C Pass Through
Certificates will be substantially in the form of Exhibit A hereto. The
1997-1-C Pass Through Certificates will be issued pursuant to a book-entry
system in the form of one or more Registered Global Certificates and subject
to the conditions set forth in the Letter of Representations among the
Company, the Pass Through Trustee and The Depository Trust Company.
SECTION 3.05. Indenture Documents. The related Indenture Documents
are listed in Schedule I hereto.
SECTION 3.06. Appointment of Authenticating Agent; Paying Agent and
Registrar. (a) The Pass Through Trustee may appoint an authenticating agent
(the "Authenticating Agent") with respect to the Pass Through Certificates
which shall be authorized to act on behalf of the Pass Through Trustee to
authenticate the Pass Through Certificates issued upon original issue and upon
exchange or registration of transfer thereof or pursuant to Section 2.09 of
the Pass Through Agreement. Pass Through Certificates so authenticated shall
be entitled to the benefits of the Pass Through Agreement and this Series
Supplement and shall be valid and obligatory for all purposes as if
authenticated by the Pass Through Trustee. Whenever reference is made in the
Pass Through Agreement or this Series Supplement to the authentication and
delivery of Pass Through Certificates by the Pass Through Trustee or the Pass
Through Trustee's certificate of authentication, such reference shall be
deemed to include authentication and delivery on behalf of the Pass Through
Trustee by an Authenticating Agent and a certificate of authentication
executed on behalf of the Pass Through Trustee by an Authenticating Agent.
(b) The Paying Agent, Registrar and Authenticating Agent for the
1997-1-C Pass Through Certificates initially shall be First Security Bank,
National Association. First Security Bank, National Association hereby
represents and warrants to the Company that it is qualified to serve as Paying
Agent, Registrar and Authenticating Agent under the provisions of, and subject
to all of the terms and conditions set forth in, the Pass Through Agreement
and this related Series Supplement.
SECTION 3.07. Predelivery Funding and Delayed Equipment
Certificates. (a) Predelivery Funding. During the period between the date of
issuance of Equipment Certificates by the Owner Trustee in respect of Federal
Express Corporation Trust Nos. N670FE, N671FE, N672FE, N673FE, N674FE, N581FE,
N583FE and N584FE and the Aircraft Delivery Date for the related Aircraft,
such Equipment Certificates will not be secured by such Aircraft or the
related Lease, but will be secured by each Collateral Account. Pursuant to
the related Indenture, the Indenture Trustee on behalf of the related Owner
Trustee will deposit the proceeds from the sale of the related Equipment
Certificates into each Collateral Account.
Sums deposited in each Collateral Account will be invested as set
forth in the Related Indenture.
(b) Delayed Equipment Certificates. If for any reason Equipment
Certificates are not available for purchase on the Pass Through Closing Date
(as such term is defined in the related Participation Agreement) the Pass
Through Trustee shall invest a corresponding amount of the proceeds received
from the Underwriters pursuant to the Underwriting Agreement in Specified
Investments at the risk and for the benefit of the Company until such
Equipment Certificates are available for purchase.
SECTION 3.08. ERISA. Any Person who is acquiring a Pass Through
Certificate will be deemed to represent and warrant that (i) no assets of an
employee benefit plan subject to Title I of The Employee Retirement Income
Security Act of 1974, as amended ("ERISA") or an individual retirement account
or plan subject to Section 4975 of the Code, or any trust established under
any such plan or account, have been used to acquire or hold any of the Pass
Through Certificates or (ii) that one or more administrative or statutory
exemptions from the prohibited transaction rules under Section 406 of ERISA
and Section 4975 of the Code applies to its purchase and holding of a Pass
Through Certificate such that its purchase and holding of a Pass Through
Certificate will not result in a non-exempt prohibited transaction under
Section 406 of ERISA and Section 4975 of the Code.
SECTION 3.09. Intercreditor Agreement. The 1997-1-C Pass Through
Certificates are subject to the Intercreditor Agreement.
SECTION 3.10. Ranking of Equipment Certificates. The Equipment
Certificates will be subject to the ranking and priority as set forth in the
related Indenture Documents.
SECTION 3.11. No Cross-Default or Cross-Collateralization of
Equipment Certificates. As set forth in the related Indenture Documents,
there are no cross-collateralization provisions or cross-default provisions in
respect of the Equipment Certificates.
SECTION 3.12. Ranking of 1997-1-C Pass Through Certificates. The
1997-1-C Pass Through Certificates will be subject to the ranking and priority
as set forth in the Intercreditor Agreement.
SECTION 3.13. [Intentionally Left Blank].
SECTION 3.14. Purchase Rights of Certificateholders. The
Certificateholders will have the purchase rights, if any, upon the occurrence
and during the continuation of a Triggering Event as set forth in the Pass
Through Agreement.
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
1997-1-C PASS THROUGH CERTIFICATE SHALL IN ALL RESPECTS BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK, INCLUDING ALL
MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE.
This Series Supplement may be executed by the parties hereto in
separate counterparts, each of which when so executed and delivered shall be
an original, but all such counterparts shall together constitute but one and
the same instrument.
SECTION 4.02. Reports by the Company. In addition to the reports
required to be provided by the Company pursuant to Section 4.03 of the Pass
Through Agreement, the Company agrees to furnish to the Pass Through Trustee
from time to time, such other financial information as the Pass Through
Trustee may reasonably request.
SECTION 4.03. Modification and Ratification of Pass Through
Agreement. The Pass Through Agreement is incorporated herein by reference in
its entirety, and shall be deemed to be a part of this Series Supplement as if
set forth in full herein, and is in all respects ratified and confirmed, as
supplemented and modified by this Series Supplement.
SECTION 4.04. Termination. In no event shall this Pass Through
Trust continue beyond the expiration of 21 years after the death of the
last survivor of 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
FIRST SECURITY BANK, NATIONAL ASSOCIATION,
not in its individual capacity, except as otherwise
expressly provided herein, but solely as Pass Through
Trustee
By: _________________________________________
Name: Xxxx X. Xxxxxx
Title: Vice President
Exhibit A
to
Series Supplement
FORM OF PASS THROUGH CERTIFICATE
THIS IS A REGISTERED GLOBAL CERTIFICATE REFERRED TO IN
SECTION 2.12 OF THE PASS THROUGH TRUST AGREEMENT.
Unless this pass through certificate is presented by an authorized
representative of The Depository Trust Company, a New York corporation
("DTC"), to the Pass Through Trustee or its agent for registration or
transfer, exchange or payment, and any certificate issued is registered in the
name of Cede & Co. or in such other name as is requested by an authorized
representative of DTC (and any payment is made to Cede & Co. or to such other
entity as is requested by an authorized representative of DTC), ANY TRANSFER,
PLEDGE OR OTHER USE THEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest
herein.
FEDERAL EXPRESS CORPORATION PASS THROUGH TRUST, 1997-1-C
1997-1 Pass Through Certificate, Class C
CUSIP 00000XXX 1
Final Expected Distribution Date: January 15, 2014
evidencing a fractional undivided interest in a pass through trust.
Certificate No. _______
Applicable interest rate on Equipment Certificates held in
Pass Through Trust, 1997-1-C: 7.65%.
$___________ 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, 1997-1-C (the "Pass
Through Trust") created and declared by First Security Bank, National
Association, as pass through trustee (the "Pass Through Trustee"), pursuant to
the Pass Through Trust Agreement dated as of May 1, 1997 (the "Pass Through
Agreement"), as supplemented by Series Supplement 1997-1-C thereto dated May
__, 1997 (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 1997-1 Pass
Through Certificates, Class C." This Pass Through Certificate is issued
under and is subject to the terms, provisions, and conditions of the Pass
Through Agreement, the Series Supplement and the Intercreditor Agreement,
to which the Certificateholder of this Pass Through Certificate by virtue
of the acceptance hereof assents and by which such Certificateholder is
bound. The property of the Pass Through Trust includes (i) the Equipment
Certificates held in such Pass Through Trust, (ii) the rights of such Pass
Through Trust under the Intercreditor Agreement (including all monies
receivable in respect of such rights), and (iii) funds from time to time
deposited with the Pass Through Trustee in accounts relating to such Pass
Through Trust. (the "Trust Property"). Each series of Equipment
Certificates is secured by a security interest in (A) an aircraft leased to
or, in the case of the Airbus A300F4-605R Aircraft, 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 Specified
Investments purchased with the proceeds of the sale of such series of
Equipment Certificates. Each of the Pass Through Certificates represents a
Fractional Undivided Interest in the Pass Through Trust and the Trust
Property, and has no rights, benefits or interests in respect of any other
separate trust established pursuant to the terms of the Pass Through
Agreement for any other class of Pass Through Certificates issued pursuant
thereto.
Subject to and in accordance with the terms of the Pass Through Agreement,
the Series Supplement and the Intercreditor Agreement, from funds then
available to the Pass Through Trustee, there will be distributed on each
January 15 and July 15 (a "Regular Distribution Date"), commencing on July 15,
1997, to the Person in whose name this Pass Through Certificate is registered
at the close of business on the 15th day preceding the applicable Regular
Distribution Date, an amount in respect of the Scheduled Payments on the
Equipment Certificates due on such Regular Distribution Date, equal to the
product of the percentage interest in the Pass Through Trust evidenced by this
Pass Through Certificate and an amount equal to the sum of such Scheduled
Payments.
Subject to and in accordance with the terms of the Pass Through Agreement,
the Series Supplement and the Intercreditor Agreement, if Special Payments on
the Equipment Certificates are received by the Pass Through Trustee, from
funds then available to the Pass Through Trustee, there shall be distributed
on the applicable Special Distribution Date, to the Person in whose name this
Pass Through Certificate is registered at the close of business on the 15th
day preceding such Special Distribution Date, an amount in respect of such
Special Payments on the Equipment Certificates, equal to the product of the
percentage interest in the Pass Through Trust evidenced by this Pass Through
Certificate and an amount equal to the sum of such Special Payments so
received.
If a Distribution Date is not a Business Day, distribution shall be made on
the immediately following Business Day with the same force and effect as if
made on such Distribution Date and no interest shall accrue during the
intervening period. The Special Distribution Date shall be any Business Day
on which a Special Payment is to be distributed.
Distributions on this Pass Through Certificate will be made by the Pass
Through Trustee to the Person entitled thereto, without the presentation or
surrender of this Pass Through Certificate or the making of any notation
hereon. Except as otherwise provided in the Pass Through Agreement and
notwithstanding the above, the final distribution on this Pass Through
Certificate will be made after notice is mailed by the Pass Through Trustee of
the pendency of such distribution and only upon presentation and surrender of
this Pass Through Certificate at the office or agency of the Pass Through
Trustee specified in such notice.
Any Person acquiring this Pass Through Certificate will be deemed to
represent and warrant that (i) no assets of an employee benefit plan subject
to Title I of The Employee Retirement Income Security Act of 1974, as amended
("ERISA") or an individual retirement account or plan subject to Section 4975
of the Code, or any trust established under any such plan or account, have
been used to acquire or hold any of the Pass Through Certificates or (ii) that
one or more administrative or statutory exemptions from the prohibited
transaction rules under Section 406 of ERISA and Section 4975 of the Code
applies to its purchase and holding of this Pass Through Certificate such that
its purchase and holding of this Pass Through Certificate will not result in a
non-exempt prohibited transaction under Section 406 of ERISA and Section 4975
of the Code.
This Pass Through Certificate shall be governed by and construed in
accordance with the laws of the State of New York.
Reference is hereby made to the further provisions of this Pass Through
Certificate set forth on the reverse hereof, which further provisions shall
for all purposes have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by the
Pass Through Trustee, by manual signature, this Pass Through Certificate shall
not be entitled to any benefit under the Pass Through Trust or be valid for
any purpose.
IN WITNESS WHEREOF, the Pass Through Trustee has caused this Pass Through
Certificate to be duly executed.
FEDERAL EXPRESS CORPORATION
PASS THROUGH TRUST, 1997-1-C
FIRST SECURITY BANK, NATIONAL ASSOCIATION,
not in its individual capacity, except as otherwise
expressly provided herein, but solely as Pass Through
Trustee
By: ________________________________
Authorized Signatory
[FORM OF THE PASS THROUGH TRUSTEE'S CERTIFICATE OF AUTHENTICATION]
Dated: May ___, 1997
This is one of the Pass Through Certificates referred to in the
within-mentioned Pass Through Agreement and the Series Supplement.
FIRST SECURITY BANK, NATIONAL ASSOCIATION,
not in its individual capacity, except as otherwise
expressly provided herein, but solely as Pass Through
Trustee
By: ________________________________
Authorized Signatory
[Reverse of Pass Through Certificate]
The Pass Through Certificates do not represent a direct obligation of, or
an obligation guaranteed by, or an interest in, the Company or the Pass
Through Trustee or any affiliate thereof. The Pass Through Certificates are
limited in right of payment, all as more specifically set forth on the face
hereof and in the Pass Through Agreement, the Intercreditor Agreement and the
Series Supplement. Subject to the Intercreditor Agreement, all payments or
distributions made to Certificateholders under the Pass Through Agreement
shall be made only from the Trust Property and only to the extent that the
Pass Through Trustee shall have sufficient income or proceeds from the Trust
Property to make such payments in accordance with the terms of the Pass
Through Agreement and the Series Supplement. Each Certificateholder of this
Pass Through Certificate, by its acceptance hereof, agrees that it will look
solely to the income and proceeds from the Trust Property to the extent
available for distribution to such Certificateholder as provided in the Pass
Through Agreement, the Intercreditor Agreement and the Series Supplement.
In connection with withholding taxes, under certain circumstances the Pass
Through Trustee may retain certain amounts otherwise distributable to a
Certificateholder. The purchase by any Certificateholder of any Pass Through
Certificate constitutes the consent of such Certificateholder to such
retention in accordance with the terms of the Pass Through Agreement.
This Pass Through Certificate does not purport to summarize the Pass
Through Agreement, the Intercreditor Agreement and the Series Supplement
and reference is made to the Pass Through Agreement, the Intercreditor
Agreement and the Series Supplement for information with respect to the
interests, rights, benefits, obligations, proceeds and duties evidenced
hereby. A copy of the Pass Through Agreement, the Intercreditor Agreement
and the Series Supplement may be examined by any Certificateholder upon
request during normal business hours at the principal office of the Pass
Through Trustee, and at such other places designated by the Pass Through
Trustee.
As of the date of issuance of this Pass Through Certificate, and assuming
that no prepayment or default in respect of payment on the Equipment
Certificates shall occur, the aggregate scheduled repayments of principal on
the Equipment Certificates for the Pass Through Trust and the resulting Pool
Factors for the Pass Through Trust after taking into account each such
repayment are set forth below:
Class C Trust
Equipment Certificates
Regular Scheduled Payments Expected
Distribution Date of Principal Pool Factor
----------------------- ------------------------ -------------
May 28, 1997 0 1.00000000
July 15, 1997 0 1.00000000
January 15, 1998 $ 814,093 0.9936982
July 15, 1998 0 0.9936982
January 15, 1999 3,352,943 0.9677437
July 15, 1999 0 0.9677437
January 15, 2000 3,434,834 0.9411552
July 15, 2000 0 0.9411552
January 15, 2001 3,891,533 0.9110314
July 15, 2001 0 0.9110314
January 15, 2002 4,375,413 0.8771621
July 15, 2002 0 0.8771621
January 15, 2003 6,726,455 0.8250937
July 15, 2003 0 0.8250937
January 15, 2004 8,699,834 0.7577497
July 15, 2004 0 0.7577497
January 15, 2005 8,888,210 0.6889475
July 15, 2005 0 0.6889475
January 15, 2006 13,320,067 0.5858391
July 15, 2006 2,326,313 0.5678314
January 15, 2007 23,315,227 0.3873521
July 15, 2007 0 0.3873521
January 15, 2008 8,611,545 0.3206915
July 15, 2008 0 0.3206915
January 15, 2009 10,751,443 0.2374663
July 15, 2009 0 0.2374663
January 15, 2010 7,456,185 0.1797492
July 15, 2010 0 0.1797492
January 15, 2011 928,493 0.1725619
July 15, 2011 0 0.1725619
January 15, 2012 0 0.1725619
July 15, 2012 0 0.1725619
January 15, 2013 123,763 0.1716039
July 15, 2013 0 0.1716039
January 15, 2014 22,168,649 0.0000000
Each Certificateholder of this Pass Through Certificate by its acceptance
hereof, acknowledges that the terms of the Participation Agreement, the Lease
and the Indenture as they relate to two of the aircraft may differ from the
terms set forth or incorporated by reference in this Pass Through Certificate.
The Pass Through Agreement, the Intercreditor Agreement and the Series
Supplement permit, with certain exceptions provided therein, the amendment
thereof and the modification of the rights and obligations of the Company
and the rights of the Certificateholders under the Pass Through Trust at
any time by the Company and the Pass Through Trustee with the consent of
the Majority In Interest of Certificateholders in the Pass Through Trust.
Any such consent by the Certificateholder of this Pass Through Certificate
shall be conclusive and binding on such Certificateholder and upon all
future Certificateholders of this Pass Through Certificate and of any Pass
Through Certificate issued upon the transfer hereof or in exchange hereof
or in lieu hereof whether or not notation of such consent is made upon this
Pass Through Certificate. The Pass Through Agreement, the Intercreditor
Agreement and the Series Supplement also permit the amendment thereof, in
certain limited circumstances, without the consent of the
Certificateholders of any of the Pass Through Certificates.
As provided in the Pass Through Agreement and the Series Supplement and
subject to certain limitations set forth therein, the transfer of this Pass
Through Certificate is registrable in the Register upon surrender of this
Pass Through Certificate for registration of transfer to the Pass Through
Trustee in its capacity as Registrar, or by any successor Registrar, duly
endorsed or accompanied by a written instrument of transfer in form
satisfactory to the Pass Through Trustee and the Registrar duly executed by
the Certificateholder hereof or such Certificateholder's attorney duly
authorized in writing, and thereupon one or more new Pass Through
Certificates of authorized denominations evidencing the same aggregate
Fractional Undivided Interest in the Pass Through Trust will be issued to
the designated transferee or transferees.
The Pass Through Certificates are issuable only as registered Pass Through
Certificates without coupons in minimum denominations of $1,000 fractional
undivided interests and integral multiples thereof. As provided in the Pass
Through Agreement and the Series Supplement and subject to certain limitations
set forth therein, the Pass Through Certificates are exchangeable for new Pass
Through Certificates of authorized denominations evidencing the same aggregate
Fractional Undivided Interest in the Pass Through Trust, as requested by the
Certificateholder surrendering the same.
No service charge will be made for any such registration of transfer or
exchange, but the Pass Through Trustee may require payment of a sum sufficient
to cover any tax or governmental charge payable in connection therewith.
The Pass Through Trustee, the Registrar, and any agent of the Pass Through
Trustee or the Registrar may treat the person in whose name this Pass Through
Certificate is registered as the owner hereof for all purposes, and neither
the Pass Through Trustee, the Registrar, nor any such agent shall be affected
by any notice to the contrary.
The obligations and responsibilities created by the Pass Through Agreement
and the Series Supplement and the Pass Through Trust created thereby shall
terminate upon the distribution to Certificateholders of all amounts required
to be distributed to them pursuant to the Pass Through Agreement, the
Intercreditor Agreement and the Series Supplement and the disposition of all
property held as part of the Trust Property.
Schedule I
to
Series Supplement
Federal Express Corporation
Pass Through Trust, 1997-1-C
Class C
Equipment Certificates;
Related Indenture Documents
1. Equipment Certificates (Federal Express Corporation Trust No. N581FE):
Interest Rate: 7.65%
Maturity: January 15, 2009
Principal Amount: $13,008,000
Related Indenture Documents:
Trust Indenture and Security Agreement (Federal Express Corporation Trust
No. N581FE) dated as of May 1, 1997, between Wilmington Trust Company, not
in its individual capacity, except as otherwise provided therein, but
solely as Owner Trustee, and First Security Bank, National Association, not
in its individual capacity, except as otherwise provided therein, but
solely as Indenture Trustee;
Participation Agreement (Federal Express Corporation Trust No. N581FE)
dated as of May 1, 1997, among Federal Express Corporation, as Lessee,
AmSouth Leasing, Ltd. and BTM Funding Corporation, as Owner Participants,
Wilmington Trust Company, not in its individual capacity, except as
otherwise provided therein, but solely as Owner Trustee, First Security
Bank, National Association, not in its individual capacity, except as
otherwise provided therein, but solely as Indenture Trustee, First Security
Bank, National Association, not in its individual capacity, except as
otherwise provided therein, but solely as Pass Through Trustee, and First
Security Bank, National Association, not in its individual capacity, except
as otherwise provided therein, but solely as Subordination Agent;
Trust Agreement (Federal Express Corporation Trust No. N581FE) dated as of
May 1, 1997, among AmSouth Leasing, Ltd. and BTM Funding Corporation, as
Owner Participants, and Wilmington Trust Company;
Lease Agreement (Federal Express Corporation Trust No. N581FE) dated as of
May 1, 1997, between Wilmington Trust Company, not in its individual
capacity, except as otherwise provided therein, but solely as Owner Trustee
and Lessor, and Federal Express Corporation, as Lessee; and
Owner Participant Guaranty (Federal Express Corporation Trust No. N581FE)
dated May 28, 1997, by AmSouth Bank of Alabama, as the Owner Participant
Guarantor in favor of the Lessee, the Owner Trustee, the Indenture Trustee
and the Pass Through Trustee.
Owner Participant Guaranty (Federal Express Corporation Trust No. N581FE)
dated May 28, 1997, by BTM Capital Corporation, as the Owner Participant
Guarantor in favor of the Lessee, the Owner Trustee, the Indenture Trustee
and the Pass Through Trustee.
2. Equipment Certificates (Federal Express Corporation Trust No. N583FE):
Interest Rate: 7.65%
Maturity: January 15, 2009
Principal Amount: $13,988,000
Related Indenture Documents:
Trust Indenture and Security Agreement (Federal Express Corporation Trust
No. N583FE) dated as of May 1, 1997, between State Street Bank and Trust
Company of Connecticut, National Association, not in its individual
capacity, except as otherwise provided therein, but solely as Owner
Trustee, and First Security Bank, National Association, not in its
individual capacity, except as otherwise provided therein, but solely as
Indenture Trustee;
Participation Agreement (Federal Express Corporation Trust No. N583FE)
dated as of May 1, 1997, among Federal Express Corporation, as Lessee and
Initial Owner Participant, State Street Bank and Trust Company of
Connecticut, National Association, not in its individual capacity, except
as otherwise provided therein, but solely as Owner Trustee, First Security
Bank, National Association, not in its individual capacity, except as
otherwise provided therein, but solely as Indenture Trustee, First Security
Bank, National Association, not in its individual capacity, except as
otherwise provided therein, but solely as Pass Through Trustee, and First
Security Bank, National Association, not in its individual capacity, except
as otherwise provided therein, but solely as Subordination Agent;
Trust Agreement (Federal Express Corporation Trust No. N583FE) dated as of
May 1, 1997, between Federal Express Corporation, as Initial Owner
Participant, and State Street Bank and Trust Company of Connecticut,
National Association; and
Lease Agreement (Federal Express Corporation Trust No. N583FE) dated as of
May 1, 1997, between State Street Bank and Trust Company of Connecticut,
National Association, not in its individual capacity, except as otherwise
provided therein, but solely as Owner Trustee and Lessor, and Federal
Express Corporation, as Lessee.
3. Equipment Certificates (Federal Express Corporation Trust No. N584FE):
Interest Rate: 7.65%
Maturity: January 15, 2009
Principal Amount: $10,611,000
Related Indenture Documents:
Trust Indenture and Security Agreement (Federal Express Corporation Trust
No. N584FE) dated as of May 1, 1997, between State Street Bank and Trust
Company of Connecticut, National Association, not in its individual
capacity, except as otherwise provided therein, but solely as Owner
Trustee, and First Security Bank, National Association, not in its
individual capacity, except as otherwise provided therein, but solely as
Indenture Trustee;
Participation Agreement (Federal Express Corporation Trust No. N584FE)
dated as of May 1, 1997, among Federal Express Corporation, as Lessee and
Initial Owner Participant, State Street Bank and Trust Company of
Connecticut, National Association, not in its individual capacity, except
as otherwise provided therein, but solely as Owner Trustee, First Security
Bank, National Association, not in its individual capacity, except as
otherwise provided therein, but solely as Indenture Trustee, First Security
Bank, National Association, not in its individual capacity, except as
otherwise provided therein, but solely as Pass Through Trustee, and First
Security Bank, National Association, not in its individual capacity, except
as otherwise provided therein, but solely as Subordination Agent;
Trust Agreement (Federal Express Corporation Trust No. N584FE) dated as of
May 1, 1997, between Federal Express Corporation, as Initial Owner
Participant, and State Street Bank and Trust Company of Connecticut,
National Association; and
Lease Agreement (Federal Express Corporation Trust No. N584FE) dated as of
May 1, 1997, between State Street Bank and Trust Company of Connecticut,
National Association, not in its individual capacity, except as otherwise
provided therein, but solely as Owner Trustee and Lessor, and Federal
Express Corporation, as Lessee.
4. Equipment Certificates (Federal Express Corporation Trust No. N587FE):
Interest Rate: 7.65%
Maturity: January 15, 2007
Principal Amount: $10,446,000
Related Indenture Documents:
Trust Indenture and Security Agreement (Federal Express Corporation Trust
No. N587FE) dated as of December 1, 1996, as amended and restated as of May
1, 1997, between Wilmington Trust Company, not in its individual capacity,
except as otherwise provided therein, but solely as Owner Trustee, and
First Security Bank, National Association, not in its individual capacity,
except as otherwise provided therein, but solely as Indenture Trustee;
Trust Indenture and Security Agreement Supplement No. 1 (Federal Express
Corporation Trust No. N587FE) dated December 13, 1996, between Wilmington
Trust Company, not in its individual capacity, except as otherwise provided
therein, but solely as Owner Trustee, and First Security Bank, National
Association, not in its individual capacity, except as otherwise provided
therein, but solely as Indenture Trustee;
Participation Agreement (Federal Express Corporation Trust No. N587FE)
dated as of December 1, 1996, as amended and restated as of May 1, 1997,
among Federal Express Corporation, as Lessee, CMCA Lease, Inc. and Norwest
Bank Minnesota, National Association, as Owner Participants, Wilmington
Trust Company, not in its individual capacity, except as otherwise provided
therein, but solely as Owner Trustee, State Street Bank and Trust Company,
not in its individual capacity, except as otherwise provided therein, but
solely as Original Indenture Trustee, First Security Bank, National
Association, not in its individual capacity, except as otherwise provided
therein, but solely as Indenture Trustee, First Security Bank, National
Association, not in its individual capacity, except as otherwise provided
therein, but solely as Pass Through Trustee, First Security Bank, National
Association, not in its individual capacity, except as otherwise provided
therein, but solely as Subordination Agent, and Xxxxxx Guaranty Trust
Company of New York, as Original Loan Participant;
Trust Agreement (Federal Express Corporation Trust No. N587FE) dated as of
December 1, 1996, as amended and restated as of May 1, 1997, among CMCA
Lease, Inc. and Norwest Bank Minnesota, National Association, as Owner
Participants, and Wilmington Trust Company;
Lease Agreement (Federal Express Corporation Trust No. N587FE) dated as of
December 1, 1996, as amended and restated as of May 1, 1997, between
Wilmington Trust Company, not in its individual capacity, except as
otherwise provided therein, but solely as Owner Trustee and Lessor, and
Federal Express Corporation, as Lessee;
Lease Supplement No. 1 (Federal Express Corporation Trust No. N587FE) dated
December 13, 1996, between Wilmington Trust Company, not in its individual
capacity, except as otherwise provided therein, but solely as Owner Trustee
and Lessor, and Federal Express Corporation, as Lessee; and
Owner Participant Guaranty (Federal Express Corporation Trust No. N587FE)
dated December 13, 1996, as amended and restated as of May 28, 1997, by
Comerica Bank, as the Owner Participant Guarantor in favor of the Lessee,
the Owner Trustee, the Indenture Trustee and the Pass Through Trustee.
5. Equipment Certificates (Federal Express Corporation Trust No. N670FE):
Interest Rate: 7.65%
Maturity: January 15, 2014
Principal Amount: $16,533,000
Related Indenture Documents:
Trust Indenture and Security Agreement (Federal Express Corporation Trust
No. N670FE) dated as of May 1, 1997, between State Street Bank and Trust
Company of Connecticut, National Association, not in its individual
capacity, except as otherwise provided therein, but solely as Owner
Trustee, and First Security Bank, National Association, not in its
individual capacity, except as otherwise provided therein, but solely as
Indenture Trustee;
Participation Agreement (Federal Express Corporation Trust No. N670FE)
dated as of May 1, 1997, among Federal Express Corporation, as Lessee, PMCC
Leasing Corporation, as Owner Participant, State Street Bank and Trust
Company of Connecticut, National Association, not in its individual
capacity, except as otherwise provided therein, but solely as Owner
Trustee, First Security Bank, National Association, not in its individual
capacity, except as otherwise provided therein, but solely as Indenture
Trustee, First Security Bank, National Association, not in its individual
capacity, except as otherwise provided therein, but solely as Pass Through
Trustee, and First Security Bank, National Association, not in its
individual capacity, except as otherwise provided therein, but solely as
Subordination Agent;
Trust Agreement (Federal Express Corporation Trust No. N670FE) dated as of
May 1, 1997, between PMCC Leasing Corporation, as Owner Participant, and
State Street Bank and Trust Company of Connecticut, National Association;
Lease Agreement (Federal Express Corporation Trust No. N670FE) dated as of
May 1, 1997, between State Street Bank and Trust Company of Connecticut,
National Association, not in its individual capacity, except as otherwise
provided therein, but solely as Owner Trustee and Lessor, and Federal
Express Corporation, as Lessee; and
Owner Participant Guaranty (Federal Express Corporation Trust No. N670FE)
dated May 28, 1997, by Xxxxxx Xxxxxx Capital Corporation, as the Owner
Participant Guarantor in favor of the Lessee, the Owner Trustee, the
Indenture Trustee and the Pass Through Trustee.
6. Equipment Certificates (Federal Express Corporation Trust No. N671FE):
Interest Rate: 7.65%
Maturity: January 15, 2014
Principal Amount: $16,458,000
Related Indenture Documents:
Trust Indenture and Security Agreement (Federal Express Corporation Trust
No. N671FE) dated as of May 1, 1997, between State Street Bank and Trust
Company of Connecticut, National Association, not in its individual
capacity, except as otherwise provided therein, but solely as Owner
Trustee, and First Security Bank, National Association, not in its
individual capacity, except as otherwise provided therein, but solely as
Indenture Trustee;
Participation Agreement (Federal Express Corporation Trust No. N671FE)
dated as of May 1, 1997, among Federal Express Corporation, as Lessee, PMCC
Leasing Corporation, as Owner Participant, State Street Bank and Trust
Company of Connecticut, National Association, not in its individual
capacity, except as otherwise provided therein, but solely as Owner
Trustee, First Security Bank, National Association, not in its individual
capacity, except as otherwise provided therein, but solely as Indenture
Trustee, First Security Bank, National Association, not in its individual
capacity, except as otherwise provided therein, but solely as Pass Through
Trustee, and First Security Bank, National Association, not in its
individual capacity, except as otherwise provided therein, but solely as
Subordination Agent;
Trust Agreement (Federal Express Corporation Trust No. N671FE) dated as of
May 1, 1997, between PMCC Leasing Corporation, as Owner Participant, and
State Street Bank and Trust Company of Connecticut, National Association;
Lease Agreement (Federal Express Corporation Trust No. N671FE) dated as of
May 1, 1997, between State Street Bank and Trust Company of Connecticut,
National Association, not in its individual capacity, except as otherwise
provided therein, but solely as Owner Trustee and Lessor, and Federal
Express Corporation, as Lessee; and
Owner Participant Guaranty (Federal Express Corporation Trust No. N671FE)
dated May 28, 1997, by Xxxxxx Xxxxxx Capital Corporation, as the Owner
Participant Guarantor in favor of the Lessee, the Owner Trustee, the
Indenture Trustee and the Pass Through Trustee.
7. Equipment Certificates (Federal Express Corporation Trust No. N672FE):
Interest Rate: 7.65%
Maturity: January 15, 2014
Principal Amount: $16,095,000
Related Indenture Documents:
Trust Indenture and Security Agreement (Federal Express Corporation Trust
No. N672FE) dated as of May 1, 1997, between State Street Bank and Trust
Company of Connecticut, National Association, not in its individual
capacity, except as otherwise provided therein, but solely as Owner
Trustee, and First Security Bank, National Association, not in its
individual capacity, except as otherwise provided therein, but solely as
Indenture Trustee;
Participation Agreement (Federal Express Corporation Trust No. N672FE)
dated as of May 1, 1997, among Federal Express Corporation, as Lessee, PMCC
Leasing Corporation, as Owner Participant, State Street Bank and Trust
Company of Connecticut, National Association, not in its individual
capacity, except as otherwise provided therein, but solely as Owner
Trustee, First Security Bank, National Association, not in its individual
capacity, except as otherwise provided therein, but solely as Indenture
Trustee, First Security Bank, National Association, not in its individual
capacity, except as otherwise provided therein, but solely as Pass Through
Trustee, and First Security Bank, National Association, not in its
individual capacity, except as otherwise provided therein, but solely as
Subordination Agent;
Trust Agreement (Federal Express Corporation Trust No. N672FE) dated as of
May 1, 1997, between PMCC Leasing Corporation, as Owner Participant, and
State Street Bank and Trust Company of Connecticut, National Association;
Lease Agreement (Federal Express Corporation Trust No. N672FE) dated as of
May 1, 1997, between State Street Bank and Trust Company of Connecticut,
National Association, not in its individual capacity, except as otherwise
provided therein, but solely as Owner Trustee and Lessor, and Federal
Express Corporation, as Lessee; and
Owner Participant Guaranty (Federal Express Corporation Trust No. N672FE)
dated May 28, 1997, by Xxxxxx Xxxxxx Capital Corporation, as the Owner
Participant Guarantor in favor of the Lessee, the Owner Trustee, the
Indenture Trustee and the Pass Through Trustee.
8. Equipment Certificates (Federal Express Corporation Trust No. N673FE):
Interest Rate: 7.65%
Maturity: January 15, 2014
Principal Amount: $16,023,000
Related Indenture Documents:
Trust Indenture and Security Agreement (Federal Express Corporation Trust
No. N673FE) dated as of May 1, 1997, between State Street Bank and Trust
Company of Connecticut, National Association, not in its individual
capacity, except as otherwise provided therein, but solely as Owner
Trustee, and First Security Bank, National Association, not in its
individual capacity, except as otherwise provided therein, but solely as
Indenture Trustee;
Participation Agreement (Federal Express Corporation Trust No. N673FE)
dated as of May 1, 1997, among Federal Express Corporation, as Lessee, PMCC
Leasing Corporation, as Owner Participant, State Street Bank and Trust
Company of Connecticut, National Association, not in its individual
capacity, except as otherwise provided therein, but solely as Owner
Trustee, First Security Bank, National Association, not in its individual
capacity, except as otherwise provided therein, but solely as Indenture
Trustee, First Security Bank, National Association, not in its individual
capacity, except as otherwise provided therein, but solely as Pass Through
Trustee, and First Security Bank, National Association, not in its
individual capacity, except as otherwise provided therein, but solely as
Subordination Agent;
Trust Agreement (Federal Express Corporation Trust No. N673FE) dated as of
May 1, 1997, between PMCC Leasing Corporation, as Owner Participant, and
State Street Bank and Trust Company of Connecticut, National Association;
Lease Agreement (Federal Express Corporation Trust No. N673FE) dated as of
May 1, 1997, between State Street Bank and Trust Company of Connecticut,
National Association, not in its individual capacity, except as otherwise
provided therein, but solely as Owner Trustee and Lessor, and Federal
Express Corporation, as Lessee; and
Owner Participant Guaranty (Federal Express Corporation Trust No. N673FE)
dated May 28, 1997, by Xxxxxx Xxxxxx Capital Corporation, as the Owner
Participant Guarantor in favor of the Lessee, the Owner Trustee, the
Indenture Trustee and the Pass Through Trustee.
9. Equipment Certificates (Federal Express Corporation Trust No. N674FE):
Interest Rate: 7.65%
Maturity: January 15, 2014
Principal Amount: $16,023,000
Related Indenture Documents:
Trust Indenture and Security Agreement (Federal Express Corporation Trust
No. N674FE) dated as of May 1, 1997, between State Street Bank and Trust
Company of Connecticut, National Association, not in its individual
capacity, except as otherwise provided therein, but solely as Owner
Trustee, and First Security Bank, National Association, not in its
individual capacity, except as otherwise provided therein, but solely as
Indenture Trustee;
Participation Agreement (Federal Express Corporation Trust No. N674FE)
dated as of May 1, 1997, among Federal Express Corporation, as Lessee, PMCC
Leasing Corporation, as Owner Participant, State Street Bank and Trust
Company of Connecticut, National Association, not in its individual
capacity, except as otherwise provided therein, but solely as Owner
Trustee, First Security Bank, National Association, not in its individual
capacity, except as otherwise provided therein, but solely as Indenture
Trustee, First Security Bank, National Association, not in its individual
capacity, except as otherwise provided therein, but solely as Pass Through
Trustee, and First Security Bank, National Association, not in its
individual capacity, except as otherwise provided therein, but solely as
Subordination Agent;
Trust Agreement (Federal Express Corporation Trust No. N674FE) dated as of
May 1, 1997, between PMCC Leasing Corporation, as Owner Participant, and
State Street Bank and Trust Company of Connecticut, National Association;
Lease Agreement (Federal Express Corporation Trust No. N674FE) dated as of
May 1, 1997, between State Street Bank and Trust Company of Connecticut,
National Association, not in its individual capacity, except as otherwise
provided therein, but solely as Owner Trustee and Lessor, and Federal
Express Corporation, as Lessee; and
Owner Participant Guaranty (Federal Express Corporation Trust No. N674FE)
dated May 28, 1997, by Xxxxxx Xxxxxx Capital Corporation, as the Owner
Participant Guarantor in favor of the Lessee, the Owner Trustee, the
Indenture Trustee and the Pass Through Trustee.
Schedule II
to
Series Supplement
Cut-Off Date for each of the Aircraft
Federal Express
Corporation Manufacturer's
Trust No. Serial Number Cut-Off Date
------------------- ---------------- -------------------
N670FE 777 September 1, 1997
N671FE 778 September 18, 1997
N672FE 779 November 17, 1997
N673FE 780 December 10, 1997
N674FE 781 December 22, 1997
N581FE 48419 September 4, 1997
N583FE 48421 December 15, 1997
N584FE 48436 April 15, 1998
