EXHIBIT 4.a.3
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SERIES SUPPLEMENT 1996-B1
Dated October 23, ▇▇▇▇
▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ BANK AND TRUST COMPANY
as Pass Through Trustee,
and
FEDERAL EXPRESS CORPORATION
to
PASS THROUGH TRUST AGREEMENT
Dated as of June 1, 1996
$137,917,000
Federal Express Corporation
Pass Through Trust, 1996-B1
Federal Express Corporation
1996 Pass Through Certificates,
Series B1
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TABLE OF CONTENTS
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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.................. 4
SECTION 2.02. Declaration of Trust; Authorization............. 4
SECTION 2.03. Issuance of Pass Through Certificates........... 5
SECTION 2.04. Purchase of Equipment Certificates.............. 5
SECTION 2.05. Representations and Warranties of the Company... 5
SECTION 2.06. Conditions Precedent............................ 5
ARTICLE III
DISTRIBUTION AND RECORD DATES;
CERTIFICATE AND SPECIAL PAYMENT ACCOUNTS;
CONCERNING AUTHENTICATING AGENT, PAYING AGENT AND REGISTRAR
AND THE CERTIFICATEHOLDERS
SECTION 3.01. Distribution Dates.............................. 6
SECTION 3.02. Record Dates.................................... 6
SECTION 3.03. Certificate Account and Special Payments
Account........................................ 6
SECTION 3.04. Form of Pass Through Certificates............... 6
SECTION 3.05. Indenture Documents............................. 7
SECTION 3.06. Appointment of Authenticating Agent; Paying
Agent and Registrar............................ 7
SECTION 3.07. Intentionally Left Blank........................ 7
SECTION 3.08. ERISA........................................... 7
SECTION 3.09. Registered Global Certificate................... 8
ARTICLE IV
MISCELLANEOUS
SECTION 4.01. Governing Law; Counterpart Form................. 8
SECTION 4.02. Reports by the Company.......................... 8
SECTION 4.03. Modification and Ratification of Pass Through
Agreement...................................... 8
SECTION 4.04. Termination..................................... 8
EXHIBIT A Form of Pass Through Certificate
SCHEDULE I Equipment Certificates; Related Indenture Documents
SERIES SUPPLEMENT 1996-B1
SERIES SUPPLEMENT 1996-B1, dated October 23, 1996 (this
"Series Supplement"), between FEDERAL EXPRESS CORPORATION, a Delaware
corporation (the "Company") and STATE STREET BANK AND TRUST COMPANY, a
Massachusetts trust company, as Pass Through Trustee (the "Pass Through
Trustee"), to the Pass Through Trust Agreement, dated as of June 1, 1996
(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
series of pass through certificates to be issued pursuant to such pass through
trust, appointing an institution to act as Pass Through Trustee if different
from the institution executing the Pass Through Agreement, establishing
certain terms of such pass through certificates, and pursuant to which the
pass through certificates of such series shall be executed and authenticated
by the Pass Through Trustee and delivered as directed by the Company;
WHEREAS, pursuant to the Participation Agreements, the Company
has agreed to cause the Equipment Certificates to be issued and sold to the
Pass Through Trustee, and the Pass Through Trustee has agreed to purchase the
Equipment Certificates, which will be held in trust as Trust Property for the
benefit of the Certificateholders;
WHEREAS, in order to facilitate such sale, the Company has
agreed, pursuant to the Underwriting Agreement, to cause the Pass Through
Trustee to issue and sell the Pass Through Certificates to the Underwriters;
WHEREAS, pursuant to the Pass Through Agreement and the terms
of this Series Supplement, the Pass Through Trustee will execute, authenticate
and deliver the Pass Through Certificates to the Underwriters upon receipt by
the Pass Through Trustee of the purchase price therefor, which will be applied
in accordance with this Series Supplement to purchase the Equipment
Certificates;
WHEREAS, the Pass Through Trustee hereby declares the creation
of this Pass Through Trust for the benefit of the Certificateholders, and the
initial Certificateholders of such Pass Through Certificates, as the grantors
of such Pass Through Trust, by their respective acceptances of such Pass
Through Certificates, join in the creation of such Pass Through Trust;
WHEREAS, to facilitate the sale of the Equipment Certificates
to, and the purchase of the Equipment Certificates by, the Pass Through
Trustee on behalf of this Pass Through Trust, the Company has duly authorized
the execution and delivery of this Series Supplement as the "issuer," as such
term is defined in and solely for purposes of the Securities Act, of the Pass
Through Certificates and as the "obligor," as such term is defined in and
solely for purposes of the Trust Indenture Act, with respect to all such Pass
Through Certificates; and
WHEREAS, this Series Supplement is subject to the provisions of
the Trust Indenture Act and shall, to the extent applicable, be governed by
such provisions;
IT IS HEREBY COVENANTED AND AGREED by and between the parties
hereto as follows:
ARTICLE I
CERTAIN DEFINITIONS
All terms used in this Series Supplement that are defined in
the Pass Through Agreement, either directly or by reference therein, have
the meanings assigned to them therein as supplemented by this Article I, if
applicable, except to the extent the context requires otherwise. Any such
defined term that is defined in the Pass Through Agreement as relating to a
particular Pass Through Trust or Series rather than to any Pass Through
Trust or Series generally shall, when used in this Series Supplement,
relate solely to the Federal Express Corporation Pass Through Trust, 1996-
B1, or the Federal Express Corporation 1996 Pass Through Certificates,
Series B1, as the case may be, whether or not expressly so stated herein.
"Authenticating Agent" has the meaning set forth in Section
3.06 hereof.
"Certificate Account" means the Certificate Account
specified in Section 3.03 hereof.
"Certificateholders" means the Certificateholders of the Series
of Pass Through Certificates designated in Section 2.01 hereof.
"Cut-off Date for Pass Through Trust" is inapplicable.
"Delivery Date" means, for any Equipment Certificates, the
Refunding Date (as such term is defined in the related Participation
Agreement) for such Equipment Certificates.
"Equipment Certificates" means those Equipment Certificates
listed in Schedule I hereto.
"Issuance Date" means the date defined as the Closing Time
in the Underwriting Agreement.
"Participation Agreements" means those Participation
Agreements listed in Schedule I hereto.
"Pass Through Certificates" means the Pass Through
Certificates designated in Section 2.01 hereof.
"Pass Through Trust," "this Pass Through Trust" and other
like words means the Pass Through Trust designated in Section 2.01 hereof.
"Paying Agent" means the Person specified as such in Section
3.06 hereof.
"Record Date" means any Record Date specified in Section
3.02 hereof.
"Registrar" means the Person specified as such in Section
3.06 hereof.
"Regular Distribution Date" means any Regular Distribution
Date specified in Section 3.01 hereof.
"Special Distribution Date" means, for any Special Payment,
the Special Distribution Date for such Special Payment specified in Section
3.01 hereof.
"Special Payments Account" means the Special Payments
Account specified in Section 3.03 hereof.
"Trust Property" means all money, instruments, including the
Equipment Certificates that have been issued by the related Owner Trustee and
delivered to and accepted by the Pass Through Trustee for the benefit of the
Certificateholders, and other property held as the property of this Pass
Through Trust, including all distributions thereon and proceeds thereof.
"Underwriters" means the several Underwriters named in the
Underwriting Agreement.
"Underwriting Agreement" means the Underwriting Agreement dated
October 17, 1996 among the Company and ▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co., ▇.▇. ▇▇▇▇▇▇
Securities Inc., ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated, BA Securities, Inc. and
First Chicago Capital Markets, Inc.
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, 1996-B1 (herein sometimes called this "Pass Through
Trust"). The Pass Through Certificates evidencing Fractional Undivided
Interests in such Pass Through Trust shall be designated as the Federal
Express Corporation 1996 Pass Through Certificates, Series B1 (herein
sometimes called the "Series B1 Pass Through Certificates"). The Series B1
Pass Through Certificates shall be the only instruments evidencing a
Fractional Undivided Interest in such Pass Through Trust.
Except as provided in Sections 2.08, 2.09 and 2.11 of the Pass
Through Agreement, the aggregate amount of Series B1 Pass Through Certificates
that may be authenticated, delivered and outstanding under this Series
Supplement is limited to $137,917,000.
SECTION 2.02. Declaration of Trust; Authorization. Each
initial Certificateholder, by its acceptance of any Series B1 Pass Through
Certificate is hereby deemed (1) as grantor, to join in the creation and
declaration of this Pass Through Trust and (2) as beneficiary of such Pass
Through Trust, to authorize and direct the Pass Through Trustee to execute and
deliver all documents to which the Pass Through Trustee is a party that may be
necessary or desirable to consummate the transactions contemplated hereby and
to exercise its rights and perform its duties under the Participation
Agreements, the Indentures, the Pass Through Agreement and this Series
Supplement.
The Pass Through Trustee hereby acknowledges and accepts this
grant of trust and declares that it will hold the Trust Property as Pass
Through Trustee 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 Series
B1 Pass Through Certificates and (ii) the Pass Through Trustee shall deliver
the Series B1 Pass Through Certificates to the Underwriters as provided in the
Underwriting Agreement upon receipt by the Pass Through Trustee of such
proceeds.
SECTION 2.04. Purchase of Equipment Certificates. On the
Issuance Date, the Pass Through Trustee shall purchase, in accordance with
Section 2.02 of the Pass Through Agreement, each of the Equipment Certificates
upon the satisfaction or waiver of the conditions for such purchase by the
Pass Through Trustee set forth in the related Participation Agreement.
SECTION 2.05. Representations and Warranties of the Company.
All of the representations and warranties of the Company set forth or
incorporated by reference in Section 1 of the Underwriting Agreement are
incorporated by reference in this Series Supplement as if set forth herein and
the Company represents and warrants that such representations and warranties
are true and correct on the date hereof, except to the extent that such
representations and warranties expressly relate solely to an earlier date or
later date (in which case such representations and warranties were correct on
and as of such earlier date or will be correct on and as of such later date,
as the case may be).
SECTION 2.06. Conditions Precedent. The obligations of the
Pass Through Trustee to participate in the transactions described in Sections
2.03 and 2.04 hereof are subject to (i) receipt by the Pass Through Trustee of
a certificate of the Company to the same effect as the certificate of the
Company delivered to the Underwriters pursuant to Section 5(c) of the
Underwriting Agreement, and (ii) satisfaction or waiver of the conditions for
the purchase by the Underwriters of the Pass Through Certificates set forth in
Section 5 of the Underwriting Agreement, which satisfaction or waiver for the
purposes hereof shall be conclusively demonstrated by the receipt by the Pass
Through Trustee of the total proceeds payable by such Underwriters pursuant to
the Underwriting Agreement with respect to the Series B1 Pass Through
Certificates.
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 30 and July 30, commencing on January 30, 1997. The
Special Distribution Date for any month in which a Special Payment is to be
distributed will be the thirtieth day of such month, except that the Special
Distribution Date for any Special Payment received by the Pass Through Trustee
in connection with a prepayment of any Equipment Certificate pursuant to
Section 6.02(a)(i) or 6.02(a)(v) of the related Indenture will correspond to
the date of the receipt of such Special Payment by the Pass Through Trustee.
Notice of such Special Payment shall be mailed as soon as practicable after
receipt by the Pass Through Trustee of the notice of such prepayment.
SECTION 3.02. Record Dates. The Record Dates for the Regular
Distribution Dates are January 15 and July 15, respectively, and the Record
Date for any Special Distribution Date is the fifteenth day preceding such
Special Distribution Date, in any event, whether or not such date is a
Business Day.
SECTION 3.03. Certificate Account and Special Payments
Account. In accordance with Section 5.01(a) of the Pass Through Agreement and
upon receipt of any Scheduled Payment, the Pass Through Trustee shall
immediately deposit such Scheduled Payment into the Certificate Account, a
separate and non-interest bearing account designated by the Pass Through
Trustee to be used for such purpose. In accordance with Section 5.01(b) of
the Pass Through Agreement and upon receipt of any Special Payment, the
Pass Through Trustee shall immediately deposit such Special Payment into
the Special Payments Account, a separate and, except as provided in Section
5.04 of the Pass Through Agreement, non-interest bearing account designated
by the Pass Through Trustee to be used for such purpose.
SECTION 3.04. Form of Pass Through Certificates. Subject to
Section 2.07 of the Pass Through Agreement, each of the Series B1 Pass Through
Certificates will be substantially in the form of Exhibit A hereto. The
Series B1 Pass Through Certificates will be issued pursuant to a book-entry
system in the form of one Registered Global Certificate and subject to the
conditions set forth in the Letter of Representations among the Company, the
Pass Through Trustee and The Depository Trust Company.
SECTION 3.05. Indenture Documents. The related Indenture
Documents are listed in Schedule I hereto.
SECTION 3.06. Appointment of Authenticating Agent; Paying
Agent and Registrar. (a) The Pass Through Trustee may appoint an
authenticating agent (the "Authenticating Agent") with respect to the Pass
Through Certificates which shall be authorized to act on behalf of the Pass
Through Trustee to authenticate the Pass Through Certificates issued upon
original issue and upon exchange or registration of transfer thereof or
pursuant to Section 2.09 of the Pass Through Agreement. Pass Through
Certificates so authenticated shall be entitled to the benefits of the Pass
Through Agreement and this Series Supplement and shall be valid and obligatory
for all purposes as if authenticated by the Pass Through Trustee. Whenever
reference is made in the Pass Through Agreement or this Series Supplement to
the authentication and delivery of Pass Through Certificates by the Pass
Through Trustee or the Pass Through Trustee's certificate of authentication,
such reference shall be deemed to include authentication and delivery on
behalf of the Pass Through Trustee by an Authenticating Agent and a
certificate of authentication executed on behalf of the Pass Through Trustee
by an Authenticating Agent.
(b) The Paying Agent, Registrar and Authenticating Agent for
the Series B1 Pass Through Certificates initially shall be State Street Bank
and Trust Company ("State Street Bank and Trust Company"), ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇. State Street Bank and Trust
Company 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. Intentionally Left Blank.
SECTION 3.08. ERISA. Any Person who is, or who in
acquiring a Pass Through Certificate is or may be using the assets of, an
employee benefit plan subject to Title I of The Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), or an individual retirement
account or plan subject to Section 4975 of the Code, or any trust
established under any such plan or account, may acquire or hold any of the
Pass Through Certificates, if such Person determines either that an
administrative or a statutory exemption from the prohibited transaction
rules under Section 406 of ERISA and Section 4975 of the Code is applicable
to its purchase and holding of a Pass Through Certificate or that its
purchase and holding of a Pass Through Certificate will not result in a
prohibited transaction under Section 406 of ERISA and Section 4975 of the
Code.
SECTION 3.09. Registered Global Certificate. The Series B1
Pass Through Certificates are to be issued in whole in the form of a
Registered Global Certificate, and Section 2.12 of the Pass Through Agreement
shall, accordingly, be applicable. The Depository for the Registered Global
Certificate and the Letter of Representations is The Depository Trust Company.
ARTICLE IV
MISCELLANEOUS
SECTION 4.01. Governing Law; Counterpart Form. THE PASS
THROUGH AGREEMENT, THIS SERIES SUPPLEMENT AND EACH SERIES B1 PASS THROUGH
CERTIFICATE SHALL IN ALL RESPECTS BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAW OF THE STATE OF NEW YORK, INCLUDING ALL MATTERS OF CONSTRUCTION,
VALIDITY AND PERFORMANCE.
This Series Supplement may be executed by the parties hereto in
separate counterparts, each of which when so executed and delivered shall be
an original, but all such counterparts shall together constitute but one and
the same instrument.
SECTION 4.02. Reports by the Company. In addition to the
reports required to be provided by the Company pursuant to Section 4.03 of the
Pass Through Agreement, the Company agrees to furnish to the Pass Through
Trustee from time to time, such other financial information as the Pass
Through Trustee may reasonably request.
SECTION 4.03. Modification and Ratification of Pass Through
Agreement. The Pass Through Agreement is incorporated herein by reference in
its entirety, and shall be deemed to be a part of this Series Supplement as if
set forth in full herein, and is in all respects ratified and confirmed, as
supplemented and modified by this Series Supplement.
SECTION 4.04. Termination. In no event shall this Pass
Through Trust continue beyond the expiration of 21 years after the death of
the last survivor of ▇▇▇▇▇▇ ▇▇▇▇▇▇, 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: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Assistant Treasurer and Managing
Director - Structured Finance
STATE STREET BANK AND TRUST COMPANY,
as Pass Through Trustee
By: _________________________________________
Name:
Title:
Exhibit A
to
Series Supplement
FORM OF PASS THROUGH CERTIFICATE
THIS IS A REGISTERED GLOBAL CERTIFICATE REFERRED TO IN
SECTION 2.12 OF THE PASS THROUGH TRUST AGREEMENT.
Unless this pass through certificate is presented by an
authorized representative of The Depository Trust Company, a New York
corporation ("DTC"), to the Pass Through Trustee or its agent for registration
or transfer, exchange or payment, and any certificate issued is registered in
the name of Cede & Co. or in such other name as is requested by an authorized
representative of DTC (and any payment is made to Cede & Co. or to such other
entity as is requested by an authorized representative of DTC), ANY TRANSFER,
PLEDGE OR OTHER USE THEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest
herein.
FEDERAL EXPRESS CORPORATION PASS THROUGH TRUST, 1996-B1
1996 Pass Through Certificate, Series B1
CUSIP ▇▇▇▇▇▇▇▇▇
Final Regular Distribution Date: January 30, 2013
evidencing a fractional undivided interest in a pass through trust,
the property of which includes certain Equipment Certificates.
Certificate No. _______
Applicable interest rate on Equipment Certificates held in
Pass Through Trust, 1996-B1: 7.39%.
$___________ 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, 1996-B1 (the
"Pass Through Trust") created and declared by State Street Bank and Trust
Company, as pass through trustee (the "Pass Through Trustee"), pursuant to the
Pass Through Trust Agreement dated as of June 1, 1996 (the "Pass Through
Agreement"), as supplemented by Series Supplement 1996-B1 thereto dated
October 23, 1996 (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 1996
Pass Through Certificates, Series B1." This Pass Through Certificate is
issued under and is subject to the terms, provisions, and conditions of the
Pass Through Agreement and the Series Supplement, to which the
Certificateholder of this Pass Through Certificate by virtue of the
acceptance hereof assents and by which such Certificateholder is bound.
The property of the Pass Through Trust (the "Trust Property") includes
certain Equipment Certificates (the "Equipment Certificates"). Each series
of Equipment Certificates is secured by a security interest in an aircraft
leased to or owned by the Company and, in the case of a leased aircraft, an
assignment of the rights of the related Owner Trustee with respect to such
aircraft, including the right to receive rent and other amounts payable
under the related Lease or Indenture with respect to such aircraft. The
Certificateholders have no rights, benefits or interests in respect of any
other separate trust established pursuant to the terms of the Pass Through
Agreement for any other series of Pass Through Certificates issued pursuant
thereto.
Subject to and in accordance with the terms of the Pass
Through Agreement and the Series Supplement, from funds then available to
the Pass Through Trustee, there will be distributed on each January 30 and
July 30 (a "Regular Distribution Date"), commencing on January 30, 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 and the Series Supplement, if Special Payments on
the Equipment Certificates are received by the Pass Through Trustee, from
funds then available to the Pass Through Trustee, there shall be
distributed on the applicable Special Distribution Date, to the Person in
whose name this Pass Through Certificate is registered at the close of
business on the 15th day preceding such Special Distribution Date, an
amount in respect of such Special Payments on the Equipment Certificates,
equal to the product of the percentage interest in the Pass Through Trust
evidenced by this Pass Through Certificate and an amount equal to the sum
of such Special Payments so received.
If a Distribution Date is not a Business Day, distribution
shall be made on the immediately following Business Day with the same force
and effect as if made on such Distribution Date and no interest shall accrue
during the intervening period. The Special Distribution Date shall be the
thirtieth day of the month determined as provided in the Pass Through
Agreement and the Series Supplement, except in certain circumstances, in which
case it will be the date of receipt of proceeds by the Pass Through Trustee as
provided in the Series Supplement. The Pass Through Trustee shall mail notice
of each Special Payment and the Special Distribution Date therefor to the
Certificateholder of this Pass Through Certificate.
Distributions on this Pass Through Certificate will be made by
the Pass Through Trustee to the Person entitled thereto, without the
presentation or surrender of this Pass Through Certificate or the making of
any notation hereon. Except as otherwise provided in the Pass Through
Agreement and notwithstanding the above, the final distribution on this Pass
Through Certificate will be made after notice is mailed by the Pass Through
Trustee of the pendency of such distribution and only upon presentation and
surrender of this Pass Through Certificate at the office or agency of the Pass
Through Trustee specified in such notice.
Any Person who is, or who in acquiring this Pass Through
Certificate is or may be using the assets of, an employee benefit plan
subject to Title I of The Employee Retirement Income Security Act of 1974,
as amended ("ERISA"), or an individual retirement account or plan subject
to Section 4975 of the Code, or any trust established under any such plan
or account, may acquire or hold any of the Pass Through Certificates, if
such Person determines either that an administrative or a statutory
exemption from the prohibited transaction rules under Section 406 of ERISA
and Section 4975 of the Code is applicable to its purchase and holding of
this Pass Through Certificate or that its purchase and holding of this Pass
Through Certificate will not result in a prohibited transaction under
Section 406 of ERISA and Section 4975 of the Code.
This Pass Through Certificate shall be governed by and
construed in accordance with the laws of the State of New York.
Reference is hereby made to the further provisions of this Pass
Through Certificate set forth on the reverse hereof, which further provisions
shall for all purposes have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been
executed by the Pass Through Trustee, by manual signature, this Pass Through
Certificate shall not be entitled to any benefit under the Pass Through Trust
or be valid for any purpose.
IN WITNESS WHEREOF, the Pass Through Trustee has caused this
Pass Through Certificate to be duly executed.
FEDERAL EXPRESS CORPORATION
PASS THROUGH TRUST, 1996-B1
By: STATE STREET BANK AND TRUST COMPANY
as Pass Through Trustee
By: ________________________________
Authorized Signatory
[FORM OF THE PASS THROUGH TRUSTEE'S CERTIFICATE OF AUTHENTICATION]
Dated: October 23, 1996
This is one of the Pass Through Certificates referred to in the
within-mentioned Pass Through Agreement and the Series Supplement.
STATE STREET BANK AND TRUST COMPANY
as Pass Through Trustee
By: ________________________________
Authorized Signatory
[Reverse of Pass Through Certificate]
The Pass Through Certificates do not represent a direct obligation
of, or an obligation guaranteed by, or an interest in, the Company or the Pass
Through Trustee or any affiliate thereof. The Pass Through Certificates are
limited in right of payment, all as more specifically set forth on the face
hereof and in the Pass Through Agreement and the Series Supplement. All
payments or distributions made to Certificateholders under the Pass Through
Agreement shall be made only from the Trust Property and only to the extent
that the Pass Through Trustee shall have sufficient income or proceeds from
the Trust Property to make such payments in accordance with the terms of the
Pass Through Agreement and the Series Supplement. Each Certificateholder of
this Pass Through Certificate, by its acceptance hereof, agrees that it will
look solely to the income and proceeds from the Trust Property to the extent
available for distribution to such Certificateholder as provided in the Pass
Through Agreement and the Series Supplement.
In connection with withholding taxes, under certain circumstances
the Pass Through Trustee may retain certain amounts otherwise distributable
to a Certificateholder. The purchase by any Certificateholder of any Pass
Through Certificate constitutes the consent of such Certificateholder to
such retention in accordance with the terms of the Pass Through Agreement.
This Pass Through Certificate does not purport to summarize the
Pass Through Agreement and the Series Supplement and reference is made to
the Pass Through Agreement and the Series Supplement for information with
respect to the interests, rights, benefits, obligations, proceeds and
duties evidenced hereby. A copy of the Pass Through Agreement may be
examined by any Certificateholder upon request during normal business hours
at the principal office of the Pass Through Trustee, and at such other
places designated by the Pass Through Trustee.
As of the date of issuance of this Pass Through Certificate, and
assuming that no prepayment or default in respect of payment on the Equipment
Certificates shall occur, the aggregate scheduled repayments of principal on
the Equipment Certificates for the Pass Through Trust and the resulting Pool
Factors for the Pass Through Trust after taking into account each such
repayment are set forth below:
Pass Through Trust, 1996-B1
Scheduled
Principal
Payments on
Regular Equipment Trust
Distribution Dates Certificates Pool Factor
------------------ --------------- -----------
January 30, 1997 1,141,072 0.9917264
July 30, 1997 1,844,800 0.9783502
January 30, 1998 1,914,759 0.9644668
July 30, 1998 1,667,554 0.9523758
January 30, 1999 2,246,794 0.9360849
July 30, 1999 1,584,130 0.9245988
January 30, 2000 2,621,859 0.9055884
July 30, 2000 1,521,915 0.8945534
January 30, 2001 2,989,546 0.8728770
July 30, 2001 4,719,512 0.8386570
January 30, 2002 5,462,365 0.7990508
July 30, 2002 0 0.7990508
January 30, 2003 11,919,421 0.7126262
July 30, 2003 0 0.7126262
January 30, 2004 3,332,723 0.6884615
July 30, 2004 0 0.6884615
January 30, 2005 8,890,983 0.6239954
July 30, 2005 0 0.6239954
January 30, 2006 7,581,852 0.5690213
July 30, 2006 0 0.5690213
January 30, 2007 8,527,560 0.5071902
July 30, 2007 0 0.5071902
January 30, 2008 10,224,250 0.4330569
July 30, 2008 0 0.4330569
January 30, 2009 12,631,145 0.3414718
July 30, 2009 0 0.3414718
January 30, 2010 12,875,004 0.2481185
July 30, 2010 0 0.2481185
January 30, 2011 13,993,883 0.1466525
July 30, 2011 0 0.1466525
January 30, 2012 15,913,108 0.0312707
July 30, 2012 0 0.0312707
January 30, 2013 4,312,765 0.0000000
The Pass Through Agreement and the Series Supplement permit, with
certain exceptions provided therein, the amendment thereof and the
modification of the rights and obligations of the Company and the rights of
the Certificateholders under the Pass Through Trust at any time by the Company
and the Pass Through Trustee with the consent of the Majority In Interest of
Certificateholders in the Pass Through Trust. Any such consent by the
Certificateholder of this Pass Through Certificate shall be conclusive and
binding on such Certificateholder and upon all future Certificateholders of
this Pass Through Certificate and of any Pass Through Certificate issued upon
the transfer hereof or in exchange hereof or in lieu hereof whether or not
notation of such consent is made upon this Pass Through Certificate. The Pass
Through Agreement and the Series Supplement also permit the amendment thereof,
in certain limited circumstances, without the consent of the
Certificateholders of any of the Pass Through Certificates.
As provided in the Pass Through Agreement and the Series Supplement
and subject to certain limitations set forth therein, the transfer of this
Pass Through Certificate is registrable in the Register upon surrender of this
Pass Through Certificate for registration of transfer to the Pass Through
Trustee in its capacity as Registrar, or by any successor Registrar, duly
endorsed or accompanied by a written instrument of transfer in form
satisfactory to the Pass Through Trustee and the Registrar duly executed by
the Certificateholder hereof or such Certificateholder's attorney duly
authorized in writing, and thereupon one or more new Pass Through Certificates
of authorized denominations evidencing the same aggregate Fractional Undivided
Interest in the Pass Through Trust will be issued to the designated transferee
or transferees.
The Pass Through Certificates are issuable only as registered Pass
Through Certificates without coupons in minimum denominations of $1,000
Fractional Undivided 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 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, 1996-B1
Equipment Certificates;
Related Indenture Documents
1. Equipment Trust Certificates (Federal Express Corporation Trust No.
N586FE):
Interest Rate: 7.39%
Maturity: January 30, 2013
Principal Amount: $51,049,000.00
Related Indenture Documents:
Trust Indenture and Security Agreement (Federal Express Corporation Trust
No. N586FE) dated as of September 1, 1996, amended and restated as of
October 15, 1996, between First Security Bank, National Association, as
Owner Trustee, and State Street Bank and Trust Company, as Indenture
Trustee;
Trust Indenture and Security Agreement Supplement No. 1 (Federal Express
Corporation Trust No. N586FE) dated September 23, 1996, between First
Security Bank, National Association, as Owner Trustee, and State Street
Bank and Trust Company, as Indenture Trustee;
Participation Agreement (Federal Express Corporation Trust No. N586FE)
dated as of April 1, 1996, amended and restated as of September 1, 1996 and
as further amended and restated as of October 15, 1996, among Federal
Express Corporation, as Lessee, Ameritech Credit Corporation, as Owner
Participant, First Security Bank, National Association, as Owner Trustee,
State Street Bank and Trust Company, as Indenture Trustee, State Street
Bank and Trust Company, as Pass Through Trustee and ▇▇▇▇▇▇ Guaranty Trust
Company of New York, Bank of America National Trust & Savings Association,
The Chase Manhattan Bank, Commerzbank AG, Atlanta Agency and NationsBank,
N.A. (South), as Original Loan Participants;
Trust Agreement (Federal Express Corporation Trust No. N586FE) dated as of
April 1, 1996, amended and restated as of September 1, 1996 and as further
amended and restated as of October 15, 1996, between Ameritech Credit
Corporation, as Owner Participant and First Security Bank, National
Association, as Owner Trustee;
Lease Agreement (Federal Express Corporation Trust No. N586FE) dated as of
September 1, 1996, amended and restated as of October 15, 1996, between
First Security Bank, National Association, as Owner Trustee and Lessor, and
Federal Express Corporation, as Lessee; and
Lease Supplement No. 1 (Federal Express Corporation Trust No. N586FE) dated
September 23, 1996, between First Security Bank, National Association, as
Owner Trustee and Lessor, and Federal Express Corporation, as Lessee.
2. Equipment Trust Certificates (Federal Express Corporation Trust No.
N662FE):
Interest Rate: 7.39%
Maturity: January 30, 2012
Principal Amount: $43,271,000.00
Related Indenture Documents:
Trust Indenture and Security Agreement (Federal Express Corporation Trust
No. N662FE) dated as of September 1, 1996, amended and restated as of
October 15, 1996, between First Security Bank, National Association, as
Owner Trustee, and State Street Bank and Trust Company, as Indenture
Trustee;
Trust Indenture and Security Agreement Supplement No. 1 (Federal Express
Corporation Trust No. N662FE) dated September 23, 1996, between First
Security Bank, National Association, as Owner Trustee, and State Street
Bank and Trust Company, as Indenture Trustee;
Participation Agreement (Federal Express Corporation Trust No. N662FE)
dated as of September 1, 1996, amended and restated as of October 15, 1996,
among Federal Express Corporation, as Lessee, PMCC Leasing Corporation, as
Owner Participant, First Security Bank, National Association, as Owner
Trustee, State Street Bank and Trust Company, as Indenture Trustee, State
Street Bank and Trust Company, as Pass Through Trustee and ▇▇▇▇▇▇ Guaranty
Trust Company of New York, Bank of America National Trust & Savings
Association, The Chase Manhattan Bank, Commerzbank AG, Atlanta Agency and
NationsBank, N.A. (South), as Original Loan Participants;
Trust Agreement (Federal Express Corporation Trust No. N662FE) dated as of
September 1, 1996, amended and restated as of October 15, 1996, between
PMCC Leasing Corporation, as Owner Participant and First Security Bank,
National Association, as Owner Trustee;
Lease Agreement (Federal Express Corporation Trust No. N662FE) dated as of
September 1, 1996, amended and restated as of October 15, 1996, between
First Security Bank, National Association, as Owner Trustee and Lessor, and
Federal Express Corporation, as Lessee; and
Lease Supplement No. 1 (Federal Express Corporation Trust No. N662FE) dated
September 23, 1996, between First Security Bank, National Association, as
Owner Trustee and Lessor, and Federal Express Corporation, as Lessee.
3. Equipment Trust Certificates (Federal Express Corporation Trust No.
N667FE):
Interest Rate: 7.39%
Maturity: January 30, 2012
Principal Amount: $43,597,000.00
Related Indenture Documents:
Trust Indenture and Security Agreement (Federal Express Corporation Trust
No. N667FE) dated as of August 1, 1996, amended and restated as of October
15, 1996, between First Security Bank, National Association, as Owner
Trustee, and State Street Bank and Trust Company, as Indenture Trustee;
Trust Indenture and Security Agreement Supplement No. 1 (Federal Express
Corporation Trust No. N667FE) dated August 28, 1996, between First Security
Bank, National Association, as Owner Trustee, and State Street Bank and
Trust Company, as Indenture Trustee;
Participation Agreement (Federal Express Corporation Trust No. N667FE)
dated as of August 1, 1996, amended and restated as of October 15, 1996,
among Federal Express Corporation, as Lessee, PMCC Leasing Corporation, as
Owner Participant, First Security Bank, National Association, as Owner
Trustee, State Street Bank and Trust Company, as Indenture Trustee, State
Street Bank and Trust Company, as Pass Through Trustee and ▇▇▇▇▇▇ Guaranty
Trust Company of New York, Bank of America National Trust & Savings
Association, The Chase Manhattan Bank, Commerzbank AG, Atlanta Agency and
NationsBank, N.A. (South), as Original Loan Participants;
Trust Agreement (Federal Express Corporation Trust No. N667FE) dated as of
August 1, 1996, amended and restated as of October 15, 1996, between PMCC
Leasing Corporation, as Owner Participant and First Security Bank, National
Association, as Owner Trustee;
Lease Agreement (Federal Express Corporation Trust No. N667FE) dated as of
August 1, 1996, amended and restated as of October 15, 1996, between First
Security Bank, National Association, as Owner Trustee and Lessor, and
Federal Express Corporation, as Lessee; and
Lease Supplement No. 1 (Federal Express Corporation Trust No. N667FE)
dated August 28, 1996, between First Security Bank, National
Association, as Owner Trustee and Lessor, and Federal Express
Corporation, as Lessee.
==============================================================================
SERIES SUPPLEMENT 1996-B2
Dated October 23, ▇▇▇▇
▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ BANK AND TRUST COMPANY
as Pass Through Trustee,
and
FEDERAL EXPRESS CORPORATION
to
PASS THROUGH TRUST AGREEMENT
Dated as of June 1, 1996
$48,211,000
Federal Express Corporation
Pass Through Trust, 1996-B2
Federal Express Corporation
1996 Pass Through Certificates,
Series B2
==============================================================================
TABLE OF CONTENTS
Page
----
RECITALS............................................................. 1
ARTICLE I
CERTAIN DEFINITIONS
ARTICLE II
DESIGNATIONS; TRUST FORMATION;
ISSUANCE OF PASS THROUGH CERTIFICATES
SECTION 2.01. Designations; Aggregate Amount........................... 4
SECTION 2.02. Declaration of Trust; Authorization...................... 4
SECTION 2.03. Issuance of Pass Through Certificates.................... 5
SECTION 2.04. Purchase of Equipment Certificates....................... 5
SECTION 2.05. Representations and Warranties of the Company............ 5
SECTION 2.06. Conditions Precedent..................................... 5
ARTICLE III
DISTRIBUTION AND RECORD DATES;
CERTIFICATE AND SPECIAL PAYMENT ACCOUNTS;
CONCERNING AUTHENTICATING AGENT, PAYING AGENT AND REGISTRAR AND
THE CERTIFICATEHOLDERS
SECTION 3.01. Distribution Dates....................................... 6
SECTION 3.02. Record Dates............................................. 6
SECTION 3.03. Certificate Account and Special Payments Account......... 6
SECTION 3.04. Form of Pass Through Certificates........................ 6
SECTION 3.05. Indenture Documents...................................... 7
SECTION 3.06. Appointment of Authenticating Agent; Paying Agent and
Registrar............................................... 7
SECTION 3.07. Intentionally Left Blank................................. 7
SECTION 3.08. ERISA.................................................... 7
SECTION 3.09. Registered Global Certificate............................ 8
ARTICLE IV
MISCELLANEOUS
SECTION 4.01. Governing Law; Counterpart Form.......................... 8
SECTION 4.02. Reports by the Company................................... 8
SECTION 4.03. Modification and Ratification of Pass Through
Agreement................................................ 8
SECTION 4.04. Termination.............................................. 8
EXHIBIT A Form of Pass Through Certificate
SCHEDULE I Equipment Certificates; Related Indenture Documents
SERIES SUPPLEMENT 1996-B2
SERIES SUPPLEMENT 1996-B2, dated October 23, 1996 (this "Series
Supplement"), between FEDERAL EXPRESS CORPORATION, a Delaware corporation (the
"Company") and STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust
company, as Pass Through Trustee (the "Pass Through Trustee"), to the Pass
Through Trust Agreement, dated as of June 1, 1996 (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
series of pass through certificates to be issued pursuant to such pass through
trust, appointing an institution to act as Pass Through Trustee if different
from the institution executing the Pass Through Agreement, establishing
certain terms of such pass through certificates, and pursuant to which the
pass through certificates of such series shall be executed and authenticated
by the Pass Through Trustee and delivered as directed by the Company;
WHEREAS, pursuant to the Participation Agreements, the Company has
agreed to cause the Equipment Certificates to be issued and sold to the Pass
Through Trustee, and the Pass Through Trustee has agreed to purchase the
Equipment Certificates, which will be held in trust as Trust Property for the
benefit of the Certificateholders;
WHEREAS, in order to facilitate such sale, the Company has agreed,
pursuant to the Underwriting Agreement, to cause the Pass Through Trustee to
issue and sell the Pass Through Certificates to the Underwriters;
WHEREAS, pursuant to the Pass Through Agreement and the terms of this
Series Supplement, the Pass Through Trustee will execute, authenticate and
deliver the Pass Through Certificates to the Underwriters upon receipt by the
Pass Through Trustee of the purchase price therefor, which will be applied in
accordance with this Series Supplement to purchase the Equipment Certificates;
WHEREAS, the Pass Through Trustee hereby declares the creation of
this Pass Through Trust for the benefit of the Certificateholders, and the
initial Certificateholders of such Pass Through Certificates, as the
grantors of such Pass Through Trust, by their respective acceptances of
such Pass Through Certificates, join in the creation of such Pass Through
Trust;
WHEREAS, to facilitate the sale of the Equipment Certificates to, and
the purchase of the Equipment Certificates by, the Pass Through Trustee on
behalf of this Pass Through Trust, the Company has duly authorized the
execution and delivery of this Series Supplement as the "issuer," as such term
is defined in and solely for purposes of the Securities Act, of the Pass
Through Certificates and as the "obligor," as such term is defined in and
solely for purposes of the Trust Indenture Act, with respect to all such Pass
Through Certificates; and
WHEREAS, this Series Supplement is subject to the provisions of the
Trust Indenture Act and shall, to the extent applicable, be governed by such
provisions;
IT IS HEREBY COVENANTED AND AGREED by and between the parties hereto
as follows:
ARTICLE I
CERTAIN DEFINITIONS
All terms used in this Series Supplement that are defined in the
Pass Through Agreement, either directly or by reference therein, have the
meanings assigned to them therein as supplemented by this Article I, if
applicable, except to the extent the context requires otherwise. Any such
defined term that is defined in the Pass Through Agreement as relating to a
particular Pass Through Trust or Series rather than to any Pass Through
Trust or Series generally shall, when used in this Series Supplement,
relate solely to the Federal Express Corporation Pass Through Trust, 1996-
B2, or the Federal Express Corporation 1996 Pass Through Certificates,
Series B2, as the case may be, whether or not expressly so stated herein.
"Authenticating Agent" has the meaning set forth in Section 3.06
hereof.
"Certificate Account" means the Certificate Account specified in
Section 3.03 hereof.
"Certificateholders" means the Certificateholders of the Series of
Pass Through Certificates designated in Section 2.01 hereof.
"Cut-off Date for Pass Through Trust" is inapplicable.
"Delivery Date" means, for any Equipment Certificates, the
Refunding Date (as such term is defined in the related Participation
Agreement) for such Equipment Certificates.
"Equipment Certificates" means those Equipment Certificates listed
in Schedule I hereto.
"Issuance Date" means the date defined as the Closing Time in the
Underwriting Agreement.
"Participation Agreements" means those Participation Agreements
listed in Schedule I hereto.
"Pass Through Certificates" means the Pass Through Certificates
designated in Section 2.01 hereof.
"Pass Through Trust," "this Pass Through Trust" and other like words
means the Pass Through Trust designated in Section 2.01 hereof.
"Paying Agent" means the Person specified as such in Section 3.06
hereof.
"Record Date" means any Record Date specified in Section 3.02 hereof.
"Registrar" means the Person specified as such in Section 3.06
hereof.
"Regular Distribution Date" means any Regular Distribution Date
specified in Section 3.01 hereof.
"Special Distribution Date" means, for any Special Payment, the
Special Distribution Date for such Special Payment specified in Section 3.01
hereof.
"Special Payments Account" means the Special Payments Account
specified in Section 3.03 hereof.
"Trust Property" means all money, instruments, including the
Equipment Certificates that have been issued by the related Owner Trustee
and delivered to and accepted by the Pass Through Trustee for the benefit
of the Certificateholders, and other property held as the property of this
Pass Through Trust, including all distributions thereon and proceeds
thereof.
"Underwriters" means the several Underwriters named in the
Underwriting Agreement.
"Underwriting Agreement" means the Underwriting Agreement dated
October 17, 1996 among the Company and ▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co., ▇.▇. ▇▇▇▇▇▇
Securities Inc., ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated, BA Securities, Inc. and
First Chicago Capital Markets, Inc.
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, 1996-B2 (herein sometimes called this "Pass Through Trust").
The Pass Through Certificates evidencing Fractional Undivided Interests in
such Pass Through Trust shall be designated as the Federal Express
Corporation 1996 Pass Through Certificates, Series B2 (herein sometimes
called the "Series B2 Pass Through Certificates"). The Series B2 Pass
Through Certificates shall be the only instruments evidencing a Fractional
Undivided Interest in such Pass Through Trust.
Except as provided in Sections 2.08, 2.09 and 2.11 of the Pass
Through Agreement, the aggregate amount of Series B2 Pass Through
Certificates that may be authenticated, delivered and outstanding under
this Series Supplement is limited to $48,211,000..
SECTION 2.02. Declaration of Trust; Authorization. Each initial
Certificateholder, by its acceptance of any Series B2 Pass Through Certificate
is hereby deemed (1) as grantor, to join in the creation and declaration of
this Pass Through Trust and (2) as beneficiary of such Pass Through Trust, to
authorize and direct the Pass Through Trustee to execute and deliver all
documents to which the Pass Through Trustee is a party that may be necessary
or desirable to consummate the transactions contemplated hereby and to
exercise its rights and perform its duties under the Participation Agreements,
the Indentures, the Pass Through Agreement and this Series Supplement.
The Pass Through Trustee hereby acknowledges and accepts this
grant of trust and declares that it will hold the Trust Property as Pass
Through Trustee 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 Series
B2 Pass Through Certificates and (ii) the Pass Through Trustee shall deliver
the Series B2 Pass Through Certificates to the Underwriters as provided in the
Underwriting Agreement upon receipt by the Pass Through Trustee of such
proceeds.
SECTION 2.04. Purchase of Equipment Certificates. On the Issuance
Date, the Pass Through Trustee shall purchase, in accordance with Section 2.02
of the Pass Through Agreement, each of the Equipment Certificates upon the
satisfaction or waiver of the conditions for such purchase by the Pass Through
Trustee set forth in the related Participation Agreement.
SECTION 2.05. Representations and Warranties of the Company. All of
the representations and warranties of the Company set forth or incorporated by
reference in Section 1 of the Underwriting Agreement are incorporated by
reference in this Series Supplement as if set forth herein and the Company
represents and warrants that such representations and warranties are true and
correct on the date hereof, except to the extent that such representations and
warranties expressly relate solely to an earlier date or later date (in which
case such representations and warranties were correct on and as of such
earlier date or will be correct on and as of such later date, as the case may
be).
SECTION 2.06. Conditions Precedent. The obligations of the Pass
Through Trustee to participate in the transactions described in Sections 2.03
and 2.04 hereof are subject to (i) receipt by the Pass Through Trustee of a
certificate of the Company to the same effect as the certificate of the
Company delivered to the Underwriters pursuant to Section 5(c) of the
Underwriting Agreement, and (ii) satisfaction or waiver of the conditions for
the purchase by the Underwriters of the Pass Through Certificates set forth in
Section 5 of the Underwriting Agreement, which satisfaction or waiver for the
purposes hereof shall be conclusively demonstrated by the receipt by the Pass
Through Trustee of the total proceeds payable by such Underwriters pursuant to
the Underwriting Agreement with respect to the Series B2 Pass Through
Certificates.
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 30 and July 30, commencing on January 30, 1997. The Special
Distribution Date for any month in which a Special Payment is to be
distributed will be the thirtieth day of such month, except that the Special
Distribution Date for any Special Payment received by the Pass Through Trustee
in connection with a prepayment of any Equipment Certificate pursuant to
Section 6.02(a)(i) or 6.02(a)(v) of the related Indenture will correspond to
the date of the receipt of such Special Payment by the Pass Through Trustee.
Notice of such Special Payment shall be mailed as soon as practicable after
receipt by the Pass Through Trustee of the notice of such prepayment.
SECTION 3.02. Record Dates. The Record Dates for the Regular
Distribution Dates are January 15 and July 15, respectively, and the Record
Date for any Special Distribution Date is the fifteenth day preceding such
Special Distribution Date, in any event, whether or not such date is a
Business Day.
SECTION 3.03. Certificate Account and Special Payments Account. In
accordance with Section 5.01(a) of the Pass Through Agreement and upon receipt
of any Scheduled Payment, the Pass Through Trustee shall immediately deposit
such Scheduled Payment into the Certificate Account, a separate and
non-interest bearing account designated by the Pass Through Trustee to be used
for such purpose. In accordance with Section 5.01(b) of the Pass Through
Agreement and upon receipt of any Special Payment, the Pass Through Trustee
shall immediately deposit such Special Payment into the Special Payments
Account, a separate and, except as provided in Section 5.04 of the Pass
Through Agreement, non-interest bearing account designated by the Pass Through
Trustee to be used for such purpose.
SECTION 3.04. Form of Pass Through Certificates. Subject to Section
2.07 of the Pass Through Agreement, each of the Series B2 Pass Through
Certificates will be substantially in the form of Exhibit A hereto. The
Series B2 Pass Through Certificates will be issued pursuant to a book-entry
system in the form of one Registered Global Certificate and subject to the
conditions set forth in the Letter of Representations among the Company, the
Pass Through Trustee and The Depository Trust Company.
SECTION 3.05. Indenture Documents. The related Indenture Documents
are listed in Schedule I hereto.
SECTION 3.06. Appointment of Authenticating Agent; Paying Agent and
Registrar. (a) The Pass Through Trustee may appoint an authenticating agent
(the "Authenticating Agent") with respect to the Pass Through Certificates
which shall be authorized to act on behalf of the Pass Through Trustee to
authenticate the Pass Through Certificates issued upon original issue and upon
exchange or registration of transfer thereof or pursuant to Section 2.09 of
the Pass Through Agreement. Pass Through Certificates so authenticated shall
be entitled to the benefits of the Pass Through Agreement and this Series
Supplement and shall be valid and obligatory for all purposes as if
authenticated by the Pass Through Trustee. Whenever reference is made in the
Pass Through Agreement or this Series Supplement to the authentication and
delivery of Pass Through Certificates by the Pass Through Trustee or the Pass
Through Trustee's certificate of authentication, such reference shall be
deemed to include authentication and delivery on behalf of the Pass Through
Trustee by an Authenticating Agent and a certificate of authentication
executed on behalf of the Pass Through Trustee by an Authenticating Agent.
(b) The Paying Agent, Registrar and Authenticating Agent for the
Series B2 Pass Through Certificates initially shall be State Street Bank and
Trust Company ("State Street Bank and Trust Company"), ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇. State Street Bank and Trust
Company 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. Intentionally Left Blank.
SECTION 3.08. ERISA. Any Person who is, or who in acquiring a Pass
Through Certificate is or may be using the assets of, an employee benefit plan
subject to Title I of The Employee Retirement Income Security Act of 1974, as
amended ("ERISA"), or an individual retirement account or plan subject to
Section 4975 of the Code, or any trust established under any such plan or
account, may acquire or hold any of the Pass Through Certificates, if such
Person determines either that an administrative or a statutory exemption from
the prohibited transaction rules under Section 406 of ERISA and Section 4975
of the Code is applicable to its purchase and holding of a Pass Through
Certificate or that its purchase and holding of a Pass Through Certificate
will not result in a prohibited transaction under Section 406 of ERISA and
Section 4975 of the Code.
SECTION 3.09. Registered Global Certificate. The Series B2 Pass
Through Certificates are to be issued in whole in the form of a Registered
Global Certificate, and Section 2.12 of the Pass Through Agreement shall,
accordingly, be applicable. The Depository for the Registered Global
Certificate and the Letter of Representations is The Depository Trust Company.
ARTICLE IV
MISCELLANEOUS
SECTION 4.01. Governing Law; Counterpart Form. THE PASS THROUGH
AGREEMENT, THIS SERIES SUPPLEMENT AND EACH SERIES B2 PASS THROUGH CERTIFICATE
SHALL IN ALL RESPECTS BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
LAW OF THE STATE OF NEW YORK, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY
AND PERFORMANCE.
This Series Supplement may be executed by the parties hereto in
separate counterparts, each of which when so executed and delivered shall be
an original, but all such counterparts shall together constitute but one and
the same instrument.
SECTION 4.02. Reports by the Company. In addition to the reports
required to be provided by the Company pursuant to Section 4.03 of the Pass
Through Agreement, the Company agrees to furnish to the Pass Through Trustee
from time to time, such other financial information as the Pass Through
Trustee may reasonably request.
SECTION 4.03. Modification and Ratification of Pass Through
Agreement. The Pass Through Agreement is incorporated herein by reference in
its entirety, and shall be deemed to be a part of this Series Supplement as if
set forth in full herein, and is in all respects ratified and confirmed, as
supplemented and modified by this Series Supplement.
SECTION 4.04. Termination. In no event shall this Pass Through
Trust continue beyond the expiration of 21 years after the death of the
last survivor of ▇▇▇▇▇▇ ▇▇▇▇▇▇, 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: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Assistant Treasurer and Managing
Director - Structured Finance
STATE STREET BANK AND TRUST COMPANY,
as Pass Through Trustee
By: _________________________________________
Name:
Title:
Exhibit A
to
Series Supplement
FORM OF PASS THROUGH CERTIFICATE
THIS IS A REGISTERED GLOBAL CERTIFICATE REFERRED TO IN
SECTION 2.12 OF THE PASS THROUGH TRUST AGREEMENT.
Unless this pass through certificate is presented by an authorized
representative of The Depository Trust Company, a New York corporation
("DTC"), to the Pass Through Trustee or its agent for registration or
transfer, exchange or payment, and any certificate issued is registered in the
name of Cede & Co. or in such other name as is requested by an authorized
representative of DTC (and any payment is made to Cede & Co. or to such other
entity as is requested by an authorized representative of DTC), ANY TRANSFER,
PLEDGE OR OTHER USE THEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest
herein.
FEDERAL EXPRESS CORPORATION PASS THROUGH TRUST, 1996-B2
1996 Pass Through Certificate, Series B2
CUSIP ▇▇▇▇▇▇▇▇▇
Final Regular Distribution Date: January 30, 2018
evidencing a fractional undivided interest in a pass through trust, the
property of which includes certain Equipment Certificates.
Certificate No. _______
Applicable interest rate on Equipment Certificates held in
Pass Through Trust, 1996-B2: 7.84%.
$___________ 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, 1996-B2 (the "Pass Through
Trust") created and declared by State Street Bank and Trust Company, as pass
through trustee (the "Pass Through Trustee"), pursuant to the Pass Through
Trust Agreement dated as of June 1, 1996 (the "Pass Through Agreement"), as
supplemented by Series Supplement 1996-B2 thereto dated October 23, 1996 (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 1996 Pass
Through Certificates, Series B2." This Pass Through Certificate is issued
under and is subject to the terms, provisions, and conditions of the Pass
Through Agreement and the Series Supplement, to which the Certificateholder of
this Pass Through Certificate by virtue of the acceptance hereof assents and
by which such Certificateholder is bound. The property of the Pass Through
Trust (the "Trust Property") includes certain Equipment Certificates (the
"Equipment Certificates"). Each series of Equipment Certificates is
secured by a security interest in an aircraft leased to or owned by the
Company and, in the case of a leased aircraft, an assignment of the rights
of the related Owner Trustee with respect to such aircraft, including the
right to receive rent and other amounts payable under the related Lease or
Indenture with respect to such aircraft. The Certificateholders have no
rights, benefits or interests in respect of any other separate trust
established pursuant to the terms of the Pass Through Agreement for any
other series of Pass Through Certificates issued pursuant thereto.
Subject to and in accordance with the terms of the Pass Through
Agreement and the Series Supplement, from funds then available to the Pass
Through Trustee, there will be distributed on each January 30 and July 30 (a
"Regular Distribution Date"), commencing on January 30, 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 and the Series
Supplement, if Special Payments on the Equipment Certificates are received by
the Pass Through Trustee, from funds then available to the Pass Through
Trustee, there shall be distributed on the applicable Special Distribution
Date, to the Person in whose name this Pass Through Certificate is registered
at the close of business on the 15th day preceding such Special Distribution
Date, an amount in respect of such Special Payments on the Equipment
Certificates, equal to the product of the percentage interest in the Pass
Through Trust evidenced by this Pass Through Certificate and an amount equal
to the sum of such Special Payments so received.
If a Distribution Date is not a Business Day, distribution shall be
made on the immediately following Business Day with the same force and effect
as if made on such Distribution Date and no interest shall accrue during the
intervening period. The Special Distribution Date shall be the thirtieth day
of the month determined as provided in the Pass Through Agreement and the
Series Supplement, except in certain circumstances, in which case it will be
the date of receipt of proceeds by the Pass Through Trustee as provided in the
Series Supplement. The Pass Through Trustee shall mail notice of each Special
Payment and the Special Distribution Date therefor to the Certificateholder of
this Pass Through Certificate.
Distributions on this Pass Through Certificate will be made by the
Pass Through Trustee to the Person entitled thereto, without the presentation
or surrender of this Pass Through Certificate or the making of any notation
hereon. Except as otherwise provided in the Pass Through Agreement and
notwithstanding the above, the final distribution on this Pass Through
Certificate will be made after notice is mailed by the Pass Through Trustee of
the pendency of such distribution and only upon presentation and surrender of
this Pass Through Certificate at the office or agency of the Pass Through
Trustee specified in such notice.
Any Person who is, or who in acquiring this Pass Through Certificate
is or may be using the assets of, an employee benefit plan subject to Title I
of The Employee Retirement Income Security Act of 1974, as amended ("ERISA"),
or an individual retirement account or plan subject to Section 4975 of the
Code, or any trust established under any such plan or account, may acquire or
hold any of the Pass Through Certificates, if such Person determines either
that an administrative or a statutory exemption from the prohibited
transaction rules under Section 406 of ERISA and Section 4975 of the Code is
applicable to its purchase and holding of this Pass Through Certificate or
that its purchase and holding of this Pass Through Certificate will not result
in a prohibited transaction under Section 406 of ERISA and Section 4975 of the
Code.
This Pass Through Certificate shall be governed by and construed in
accordance with the laws of the State of New York.
Reference is hereby made to the further provisions of this Pass
Through Certificate set forth on the reverse hereof, which further provisions
shall for all purposes have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by
the Pass Through Trustee, by manual signature, this Pass Through Certificate
shall not be entitled to any benefit under the Pass Through Trust or be valid
for any purpose.
IN WITNESS WHEREOF, the Pass Through Trustee has caused this Pass
Through Certificate to be duly executed.
FEDERAL EXPRESS CORPORATION
PASS THROUGH TRUST, 1996-B2
By: STATE STREET BANK AND TRUST COMPANY
as Pass Through Trustee
By: ________________________________
Authorized Signatory
[FORM OF THE PASS THROUGH TRUSTEE'S CERTIFICATE OF AUTHENTICATION]
Dated: October 23, 1996
This is one of the Pass Through Certificates referred to in the
within-mentioned Pass Through Agreement and the Series Supplement.
STATE STREET BANK AND TRUST COMPANY
as Pass Through Trustee
By: ________________________________
Authorized Signatory
[Reverse of Pass Through Certificate]
The Pass Through Certificates do not represent a direct obligation
of, or an obligation guaranteed by, or an interest in, the Company or the Pass
Through Trustee or any affiliate thereof. The Pass Through Certificates are
limited in right of payment, all as more specifically set forth on the face
hereof and in the Pass Through Agreement and the Series Supplement. All
payments or distributions made to Certificateholders under the Pass Through
Agreement shall be made only from the Trust Property and only to the extent
that the Pass Through Trustee shall have sufficient income or proceeds from
the Trust Property to make such payments in accordance with the terms of the
Pass Through Agreement and the Series Supplement. Each Certificateholder of
this Pass Through Certificate, by its acceptance hereof, agrees that it will
look solely to the income and proceeds from the Trust Property to the extent
available for distribution to such Certificateholder as provided in the Pass
Through Agreement and the Series Supplement.
In connection with withholding taxes, under certain circumstances
the Pass Through Trustee may retain certain amounts otherwise distributable
to a Certificateholder. The purchase by any Certificateholder of any Pass
Through Certificate constitutes the consent of such Certificateholder to
such retention in accordance with the terms of the Pass Through Agreement.
This Pass Through Certificate does not purport to summarize the
Pass Through Agreement and the Series Supplement and reference is made to
the Pass Through Agreement and the Series Supplement for information with
respect to the interests, rights, benefits, obligations, proceeds and
duties evidenced hereby. A copy of the Pass Through Agreement may be
examined by any Certificateholder upon request during normal business hours
at the principal office of the Pass Through Trustee, and at such other
places designated by the Pass Through Trustee.
As of the date of issuance of this Pass Through Certificate, and
assuming that no prepayment or default in respect of payment on the Equipment
Certificates shall occur, the aggregate scheduled repayments of principal on
the Equipment Certificates for the Pass Through Trust and the resulting Pool
Factors for the Pass Through Trust after taking into account each such
repayment are set forth below:
Pass Through Trust, 1996-B2
Scheduled
Principal
Payments on
Regular Equipment Trust
Distribution Dates Certificates Pool Factor
-------------------------- ----------------- -------------
July 30, 2013 $ 0 1.0000000
January 30, 2014 6,571,190 0.8636994
July 30, 2014 0 0.8636994
January 30, 2015 5,151,810 0.7568397
July 30, 2015 0 0.7568397
January 30, 2016 11,601,384 0.5162020
July 30, 2016 0 0.5162020
January 30, 2017 12,105,859 0.2651004
July 30, 2017 426,963 0.2562443
January 30, 2018 12,353,794 0.0000000
The Pass Through Agreement and the Series Supplement permit, with
certain exceptions provided therein, the amendment thereof and the
modification of the rights and obligations of the Company and the rights of
the Certificateholders under the Pass Through Trust at any time by the Company
and the Pass Through Trustee with the consent of the Majority In Interest of
Certificateholders in the Pass Through Trust. Any such consent by the
Certificateholder of this Pass Through Certificate shall be conclusive and
binding on such Certificateholder and upon all future Certificateholders of
this Pass Through Certificate and of any Pass Through Certificate issued upon
the transfer hereof or in exchange hereof or in lieu hereof whether or not
notation of such consent is made upon this Pass Through Certificate. The Pass
Through Agreement and the Series Supplement also permit the amendment thereof,
in certain limited circumstances, without the consent of the
Certificateholders of any of the Pass Through Certificates.
As provided in the Pass Through Agreement and the Series Supplement
and subject to certain limitations set forth therein, the transfer of this
Pass Through Certificate is registrable in the Register upon surrender of this
Pass Through Certificate for registration of transfer to the Pass Through
Trustee in its capacity as Registrar, or by any successor Registrar, duly
endorsed or accompanied by a written instrument of transfer in form
satisfactory to the Pass Through Trustee and the Registrar duly executed by
the Certificateholder hereof or such Certificateholder's attorney duly
authorized in writing, and thereupon one or more new Pass Through Certificates
of authorized denominations evidencing the same aggregate Fractional Undivided
Interest in the Pass Through Trust will be issued to the designated transferee
or transferees.
The Pass Through Certificates are issuable only as registered Pass
Through Certificates without coupons in minimum denominations of $1,000
Fractional Undivided 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 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, 1996-B2
Equipment Certificates;
Related Indenture Documents
1. Equipment Trust Certificates (Federal Express Corporation Trust No.
N586FE):
Interest Rate: 7.84%
Maturity: January 30, 2015
Principal Amount: $11,723,000.00
Related Indenture Documents:
Trust Indenture and Security Agreement (Federal Express Corporation Trust
No. N586FE) dated as of September 1, 1996, amended and restated as of
October 15, 1996, between First Security Bank, National Association, as
Owner Trustee, and State Street Bank and Trust Company, as Indenture
Trustee;
Trust Indenture and Security Agreement Supplement No. 1 (Federal Express
Corporation Trust No. N586FE) dated September 23, 1996, between First
Security Bank, National Association, as Owner Trustee, and State Street
Bank and Trust Company, as Indenture Trustee;
Participation Agreement (Federal Express Corporation Trust No. N586FE)
dated as of April 1, 1996, amended and restated as of September 1, 1996 and
as further amended and restated as of October 15, 1996, among Federal
Express Corporation, as Lessee, Ameritech Credit Corporation, as Owner
Participant, First Security Bank, National Association, as Owner Trustee,
State Street Bank and Trust Company, as Indenture Trustee, State Street
Bank and Trust Company, as Pass Through Trustee and ▇▇▇▇▇▇ Guaranty Trust
Company of New York, Bank of America National Trust & Savings Association,
The Chase Manhattan Bank, Commerzbank AG, Atlanta Agency and NationsBank,
N.A. (South), as Original Loan Participants;
Trust Agreement (Federal Express Corporation Trust No. N586FE) dated as of
April 1, 1996, amended and restated as of September 1, 1996 and as further
amended and restated as of October 15, 1996, between Ameritech Credit
Corporation, as Owner Participant and First Security Bank, National
Association, as Owner Trustee;
Lease Agreement (Federal Express Corporation Trust No. N586FE) dated as of
September 1, 1996, amended and restated as of October 15, 1996, between
First Security Bank, National Association, as Owner Trustee and Lessor, and
Federal Express Corporation, as Lessee; and
Lease Supplement No. 1 (Federal Express Corporation Trust No. N586FE) dated
September 23, 1996, between First Security Bank, National Association, as
Owner Trustee and Lessor, and Federal Express Corporation, as Lessee.
2. Equipment Trust Certificates (Federal Express Corporation Trust No.
N662FE):
Interest Rate: 7.84%
Maturity: January 30, 2018
Principal Amount: $18,300,000.00
Related Indenture Documents:
Trust Indenture and Security Agreement (Federal Express Corporation Trust
No. N662FE) dated as of September 1, 1996, amended and restated as of
October 15, 1996, between First Security Bank, National Association, as
Owner Trustee, and State Street Bank and Trust Company, as Indenture
Trustee;
Trust Indenture and Security Agreement Supplement No. 1 (Federal Express
Corporation Trust No. N662FE) dated September 23, 1996, between First
Security Bank, National Association, as Owner Trustee, and State Street
Bank and Trust Company, as Indenture Trustee;
Participation Agreement (Federal Express Corporation Trust No. N662FE)
dated as of September 1, 1996, amended and restated as of October 15, 1996,
among Federal Express Corporation, as Lessee, PMCC Leasing Corporation, as
Owner Participant, First Security Bank, National Association, as Owner
Trustee, State Street Bank and Trust Company, as Indenture Trustee, State
Street Bank and Trust Company, as Pass Through Trustee and ▇▇▇▇▇▇ Guaranty
Trust Company of New York, Bank of America National Trust & Savings
Association, The Chase Manhattan Bank, Commerzbank AG, Atlanta Agency and
NationsBank, N.A. (South), as Original Loan Participants;
Trust Agreement (Federal Express Corporation Trust No. N662FE) dated as of
September 1, 1996, amended and restated as of October 15, 1996, between
PMCC Leasing Corporation, as Owner Participant and First Security Bank,
National Association, as Owner Trustee;
Lease Agreement (Federal Express Corporation Trust No. N662FE) dated as of
September 1, 1996, amended and restated as of October 15, 1996, between
First Security Bank, National Association, as Owner Trustee and Lessor, and
Federal Express Corporation, as Lessee; and
Lease Supplement No. 1 (Federal Express Corporation Trust No. N662FE) dated
September 23, 1996, between First Security Bank, National Association, as
Owner Trustee and Lessor, and Federal Express Corporation, as Lessee.
3. Equipment Trust Certificates (Federal Express Corporation Trust No.
N667FE):
Interest Rate: 7.84%
Maturity: January 30, 2018
Principal Amount: $18,188,000.00
Related Indenture Documents:
Trust Indenture and Security Agreement (Federal Express Corporation Trust
No. N667FE) dated as of August 1, 1996, amended and restated as of October
15, 1996, between First Security Bank, National Association, as Owner
Trustee, and State Street Bank and Trust Company, as Indenture Trustee;
Trust Indenture and Security Agreement Supplement No. 1 (Federal Express
Corporation Trust No. N667FE) dated August 28, 1996, between First Security
Bank, National Association, as Owner Trustee, and State Street Bank and
Trust Company, as Indenture Trustee;
Participation Agreement (Federal Express Corporation Trust No. N667FE)
dated as of August 1, 1996, amended and restated as of October 15, 1996,
among Federal Express Corporation, as Lessee, PMCC Leasing Corporation, as
Owner Participant, First Security Bank, National Association, as Owner
Trustee, State Street Bank and Trust Company, as Indenture Trustee, State
Street Bank and Trust Company, as Pass Through Trustee and ▇▇▇▇▇▇ Guaranty
Trust Company of New York, Bank of America National Trust & Savings
Association, The Chase Manhattan Bank, Commerzbank AG, Atlanta Agency and
NationsBank, N.A. (South), as Original Loan Participants;
Trust Agreement (Federal Express Corporation Trust No. N667FE) dated as of
August 1, 1996, amended and restated as of October 15, 1996, between PMCC
Leasing Corporation, as Owner Participant and First Security Bank, National
Association, as Owner Trustee;
Lease Agreement (Federal Express Corporation Trust No. N667FE) dated as of
August 1, 1996, amended and restated as of October 15, 1996, between First
Security Bank, National Association, as Owner Trustee and Lessor, and
Federal Express Corporation, as Lessee; and
Lease Supplement No. 1 (Federal Express Corporation Trust No. N667FE) dated
August 28, 1996, between First Security Bank, National Association, as Owner
Trustee and Lessor, and Federal Express Corporation, as Lessee.