EXHIBIT 4.1
FEDERAL EXPRESS CORPORATION
AND
THE FIRST NATIONAL BANK OF CHICAGO,
as Trustee
______________________________________________________________________________
Supplemental Indenture
No. 1
Dated as of July 7, 1997
______________________________________________________________________________
7.60% Notes due July 1, 2097
SUPPLEMENTAL INDENTURE NO. 1, dated as of July 7, 1997 between Federal
Express Corporation, a Delaware Corporation (the "Company") and The First
National Bank of Chicago, a national banking association organized under the
laws of the United States of America, as trustee (the "Trustee").
RECITALS OF THE COMPANY
The Company and the Trustee have executed and delivered an Indenture dated
as of July 1, 1996, as amended or supplemented (the "Indenture") to provide for
the issuance from time to time of the Company's Securities.
Sections 201 and 301 of the Indenture provide that the form and terms of
Securities of any series may be established pursuant to an indenture
supplemental to the Indenture.
All things necessary to make the Securities, when executed by the Company
and authenticated and delivered hereunder and under the Indenture and duly
issued by the Company and to make this Supplemental Indenture No. 1 a valid
agreement of the Company, in accordance with their and its terms, have been
done.
NOW, THEREFORE, this Indenture witnesseth:
For and in consideration of the premises and the purchase of the Securities
by the holders hereof, it is mutually covenanted and agreed, for the equal and
proportionate benefit of the holders of the Securities of the series hereby
established, as follows:
ARTICLE ONE
Relation to the Indenture;
Definitions and Other Provisions of
General Application
Section 1.01. RELATION TO THE INDENTURE. This Supplemental Indenture
No. 1 constitutes an integral part of the Indenture.
Section 1.02. DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION.
For all purposes of this Supplemental Indenture No. 1 unless otherwise specified
herein:
(a) all terms defined in this Indenture which are used and not otherwise
defined herein shall have the meanings they are given in the Indenture; and
(b) the provisions of general application stated in Section 101 of the
Indenture shall apply to this Supplemental Indenture No. 1, except that the
words "herein," "hereof," "hereto" and "hereunder" and other words of similar
import refer to this Supplemental Indenture as a whole and not to the Indenture
or any particular Article, Section or other subdivision of the Indenture or this
Supplemental Indenture No. 1.
ARTICLE TWO
The Series of Notes
Section 2.01. TITLE.
There shall be a series of Securities designated the "7.60% Notes due
July 1, 2097" (the "Notes").
Section 2.02. PRINCIPAL AMOUNT.
The aggregate principal amount of the Notes which may be authenticated and
delivered under this Supplemental Indenture shall not exceed $250,000,000
(except for Notes which may be authenticated and delivered upon registration of
transfer of, or in exchange for, or in lieu of, other Notes pursuant to
Sections 304, 305, 306, 906 or 1107 of the Indenture).
Section 2.03. MATURITY.
The date on which the principal of the Notes shall be payable shall be
July 1, 2097.
Notwithstanding the foregoing, upon the occurrence of a Tax Event, as
defined below, the Corporation shall have the right to shorten the maturity of
the Notes to the extent required, in the opinion of a nationally recognized
independent tax counsel experienced in such matters, so that, after such
shortening of the maturity, interest paid on the Notes shall be deductible for
federal income tax purposes.
If the maturity of the Notes is shortened on the occurrence of a Tax
Event, the Corporation shall mail a notice to each holder of record of the Notes
by first-class mail not more than 60 days after the occurrence of such Tax
Event, stating the new maturity date of the Notes. Such notice shall be
effective immediately upon mailing.
"Tax Event" shall mean that the Corporation has received an opinion of
a nationally recognized independent tax counsel experienced in such matters to
the effect that on or after the date of the issuance of the Notes, as a result
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of (a) any amendment to, clarification of, or change (including any announced
prospective change) in laws, or any regulations thereunder, of the United
States; (b) any judicial decision, official administrative pronouncement,
ruling, regulatory procedure, notice or announcement, including any notice or
announcement of intent to adopt such procedures or regulations (an
"Administrative Action"); or (c) any amendment to, clarification of, or change
in the official position or the interpretation of such Administrative Action or
judicial decision that differs from the theretofore generally accepted position,
in each case, on or after the date of the issuance of the Notes, such change in
tax law creates a more than insubstantial risk that interest paid by the
Corporation on the Notes is not, or will not be, deductible, in whole or in
part, by the Corporation for purposes of federal income tax.
Section 2.04. INTEREST.
The Notes shall bear interest at the rate of 7.60% per annum. Interest
shall accrue from July 1, 1997 or from the most recent Interest Payment Date to
which interest has been paid or provided for. Accrued interest shall be payable
on January 1, 1998 and on each January 1 and July 1 thereafter, to the persons
in whose names the Notes are registered at the close of business on the
preceding December 15 or June 15, as the case may be.
Section 2.05. PLACE OF PAYMENT.
The Place of Payment for the Notes shall be at the Corporate Trust office
of the Trustee at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ or such other
office of the Paying Agent as the Paying Agent may reasonably request by notice
to the Company and the Trustee (if the Paying Agent is not the Trustee).
Section 2.06. REDEMPTION.
The Notes are not subject to redemption prior to maturity.
The provisions of Article Thirteen of the Indenture shall apply to the
Notes.
Section 2.08. Intentionally left blank.
Section 2.09. FORM OF NOTES.
The Notes shall be in the form of Exhibit A attached hereto.
Section 2.10 CURRENCY.
The Notes shall be denominated in United States dollars.
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Section 2.11 SINKING FUND.
The Notes shall not be subject to a sinking fund.
Section 2.13 ADDITIONAL AMOUNTS.
The provisions of Section 1006 of the Indenture shall not apply to the
Notes.
ARTICLE THREE
Miscellaneous Provisions
Section 3.01. SUPPLEMENTAL INDENTURE.
The Indenture, as supplemented and amended by this Supplemental Indenture
No. 1, is in all respects hereby adopted, ratified and confirmed.
Section 3.02. COUNTERPARTS.
This Supplemental Indenture No. 1 may be executed in any number of
counterparts, each of which shall be an original; but such counterparts shall
together constitute but one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture No. 1 to be duly executed, as of the day and year first written above.
FEDERAL EXPRESS CORPORATION
Attest:
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
------------------------------ -------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Assistant Secretary Title: Assistant Treasurer
THE FIRST NATIONAL BANK OF CHICAGO
Attest:
/s/ By /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
------------------------------ -------------------------------------
Name: Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Title: Assistant Vice President
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REGISTERED
No. _______________ PRINCIPAL AMOUNT:
$200,000,000
[$50,000,000]
CUSIP NO. ________________
FEDERAL EXPRESS CORPORATION
7.60% Note due July 1, 2097
UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (THE "DEPOSITORY") (55 ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF
CEDE & CO. OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY, AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY, ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
UNLESS AND UNTIL THIS NOTE IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN
CERTIFICATED FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE
DEPOSITORY TO A NOMINEE THEREOF OR BY A NOMINEE THEREOF TO THE DEPOSITORY OR
ANOTHER NOMINEE OF THE DEPOSITORY OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITORY OR NOMINEE OF SUCH SUCCESSOR DEPOSITORY.
FEDERAL EXPRESS CORPORATION, a Delaware Corporation, (the "Company" which
term includes any successor Person under the Indenture referred to on the
reverse hereof), for value received, hereby promises to pay
CEDE & CO.
C/O THE DEPOSITORY TRUST COMPANY
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
or registered assigns, the principal sum of ($200,000,000) TWO HUNDRED MILLION
DOLLARS on July 1, 2097 (the "Maturity Date") and to pay interest thereon from
July 1, 1997 or from the most recent "Interest Payment Date" to which interest
has been paid or duly provided for, semi-annually on January 1 and July 1 of
each year, commencing January 1, 1998, and on the Maturity Date or upon such
other date on which the principal of this Note becomes due and payable, whether
by declaration of acceleration or otherwise, at the rate of 7.60% per annum,
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until the principal hereof is paid or duly provided for. If, however, a Tax
Event (as defined below) occurs, the Company shall have the right to shorten the
maturity of the Notes as provided below. The interest so payable, and
punctually paid or duly provided for, on any Interest Payment Date will, as
provided in the Indenture, be paid to the Person in whose name this Note (or one
or more Predecessor Notes) is registered at the close of business on the
"Regular Record Date" for such interest, which shall be the December 15 or June
15 (whether or not a Business Day), as the case may be, next preceding such
Interest Payment Date. Any such interest not so punctually paid or duly
provided for shall forthwith cease to be payable to the registered Holder on
such Regular Record Date and may either be paid to the Person in whose name this
Note (or one or more Predecessor Notes) is registered at the close of business
on a Special Record Date for the payment of such Defaulted Interest to be fixed
by the Trustee referred to on the reverse hereof, notice of which shall be given
to Holders of Notes of this series not less than 10 days prior to such Special
Record Date, or be paid at any time in any other lawful manner not inconsistent
with the requirements of any securities exchange on which the Notes of this
series may be listed, and upon such notice as may be required by such exchange,
all as more fully provided in the Indenture.
The Company will at all times appoint and maintain a Paying Agent (which
may be the Trustee) authorized by the Company to pay the principal of and
interest on any Notes of this series on behalf of the Company and having an
office or agency in Chicago, Illinois and in such other cities, if any, as the
Company may designate in writing to the Trustee (the "Place of Payment") where
Notes of this series may be presented or surrendered for payment and where
notices, designations or requests in respect for payments with respect to Notes
of this series may be served. The Company has initially appointed The First
National Bank of Chicago as such Paying Agent.
Interest payments on this Note will be computed and paid on the basis of a
360-day year of twelve 30-day months. Interest payable on this Note on any
Interest Payment Date and on the Maturity Date will include interest accrued
from and including the most recent Interest Payment Date to which interest has
been paid or duly provided for (or from and including July 1, 1997, if no
interest has been paid on this Note) to but excluding such Interest Payment Date
or the Maturity Date, as the case may be.
If any Interest Payment Date or the Maturity Date falls on a day that is
not a Business Day (as defined below), principal or interest payable with
respect to such Interest Payment Date or Maturity Date, as the case may be, will
be paid on the next succeeding Business Day with the same force and effect as if
it were paid on the date such payment was due, and no interest shall accrue on
the amount so payable for the period from and after such Interest Payment Date
or the Maturity Date, as the case may be. "Business Day" means any day other
than Saturday, Sunday or other day on which banking institutions in New York,
Illinois or Tennessee are obligated or authorized by law to close.
The principal and interest payable on this Note will be made by wire
transfer of immediately available funds to the Holder hereof in such currency of
the United States of America as at the time of payment is legal tender for the
payment of public and private debts.
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Reference is hereby made to the further provisions of this Note 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
Trustee by manual signature, this Note shall not be entitled to any benefit
under the Indenture or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.
FEDERAL EXPRESS CORPORATION
By:_______________________________
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
Title: Vice President and Treasurer
Attest:
_______________________________
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Assistant Secretary
CERTIFICATE OF AUTHENTICATION
This is one of the Notes of the series designated therein referred to in the
within-mentioned Indenture.
THE FIRST NATIONAL BANK
OF CHICAGO,
As Trustee
By:____________________________
Authorized Signatory
Dated:__________________________
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FEDERAL EXPRESS CORPORATION
7.60% Note due July 1, 2097
This Note is one of a duly authorized issue of securities of the Company
(herein called the "Notes"), limited in aggregate principal amount to
$250,000,000 (except as otherwise provided in the Indenture), issued and to be
issued as one series of debt securities of the Company under an Indenture, dated
as of July 1, 1996, as amended and supplemented from time to time (the
"Indenture"), between the Company and The First National Bank of Chicago, as
Trustee (the "Trustee," which term includes any successor trustee under the
Indenture), to which Indenture and all indentures supplemental thereto reference
is hereby made for a statement of the respective rights, limitations of rights,
duties and immunities thereunder of the Company, the Trustee and the Holders of
the Notes and of the terms upon which the Notes are, and are to be,
authenticated and delivered. In addition to the Notes, the Company is
authorized to issue an unlimited amount of debt securities in one or more series
(herein collectively with the Notes called the "Debt Securities") under the
Indenture.
This Note is not redeemable at the option of the Company or at the option
of the Holder prior to the Maturity Date and is not subject to any sinking fund.
In case an Event of Default with respect to the Notes of this series shall
occur and be continuing, the principal of the Notes of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture.
Upon the occurrence of a Tax Event, as defined below, the Company shall
have the right to shorten the maturity of the Notes to the extent required, in
the opinion of a nationally recognized independent tax counsel experienced in
such matters, so that, after such shortening of the maturity, interest paid on
the Notes shall be deductible for federal income tax purposes.
If the maturity of the Notes is shortened on the occurrence of a Tax
Event, the Company shall mail a notice to each holder of record of the Notes
by first-class mail not more than 60 days after the occurrence of such Tax
Event, stating the new Maturity Date of the Notes. Such notice shall be
effective immediately upon mailing.
"Tax Event" shall mean that the Company has received an opinion of a
nationally recognized independent tax counsel experienced in such matters to the
effect that on or after the date of the issuance of the Note, as a result of (a)
any amendment to, clarification of, or change (including any announced
prospective change) in laws, or any regulations thereunder, of the United
States; (b) any judicial decision, official administrative pronouncement,
ruling, regulatory procedure, notice or announcement, including any notice or
announcement of intent to adopt such procedures or regulations (an
"Administrative Action"); or (c) any amendment to, clarification of, or change
in the official position or the interpretation of such Administrative Action or
judicial decision that differs from the theretofore generally accepted position,
in each case, on or after the date of the issuance of the Notes, such change in
tax law creates a more than insubstantial risk that interest paid by the Company
on the Notes is not, or will not be, deductible, in whole or in part, by the
Company for purposes of federal income tax.
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The Indenture contains provisions for defeasance at any time of (i) the
entire indebtedness of this Note or (ii) certain respective covenants and Events
of Default with respect to this Note, in each case upon compliance with certain
conditions set forth therein, which provisions apply to the Notes.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Debt Securities or each series to
be affected under the Indenture at any time by the Company and the Trustee with
the consent of a majority in principal amount of each series of Debt Securities
to be affected if less than all series are to be affected by such modification
or amendment. The Indenture also contains provisions permitting the Holders of
specified percentages in principal amount of the Debt Securities of each series
at the time Outstanding, on behalf of the Holders of all Debt Securities of such
series, to waive compliance by the Company with certain provisions of the
Indenture and certain past defaults under the Indenture and their consequences.
Any such consent or waiver by the Holder of this Note shall be conclusive and
binding upon such Holder and upon all future Holders of this Note and of any
Note or Notes issued upon the registration of transfer hereof or in exchange
hereof or in lieu hereof, whether or not notation of such consent or waiver is
made upon this Note.
No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and interest on this Note at
the times, places and rate, and in the currency herein prescribed.
As provided in the Indenture and subject to certain limitations herein and
therein set forth, the transfer of this Note is registerable in the Security
Register, upon surrender of this Note for registration of transfer at the office
or agency of the Company in the Place of Payment, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security Registrar, duly executed by, the Holder hereof or its
attorney duly authorized in writing, and thereupon one or more new Notes of this
series and of like tenor, of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee or transferees.
As provided in the Indenture and subject to certain limitations herein and
therein set forth, Notes of this series issued in definitive registered form are
exchangeable for the same aggregate principal amount of Notes of this series and
of like tenor and authorized denominations, as requested by the Holder
surrendering the same.
The Notes of this series are issuable only in registered form without
coupons in denominations of $1,000 and any integral multiple of $1,000 in excess
thereof.
No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Note for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Note is registered as the owner hereof for all
purposes, whether or not this Note be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.
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No recourse under or upon any obligation, covenant or agreement of the
Corporation in the Indenture or any indenture supplemental thereto or in any
Note, or because of the creation of any indebtedness represented thereby, shall
be had against any incorporator, stockholder, officer or director, as such, of
the Corporation or of any successor Corporation, either directly or through the
Corporation or any successor Corporation, under any rule of law, statute or
constitutional provision or by the enforcement of any assessment or by any legal
or equitable proceeding or otherwise, all such liability being expressly waived
and released by the acceptance hereof and as part of the consideration for the
issue hereof.
At the option of the Corporation and upon satisfaction of certain
conditions specified in the Indenture, either (a) the Corporation shall be
deemed to have paid and discharged the entire indebtedness on the Notes or (b)
the Corporation need not comply with certain covenants contained in the
Indenture, in each case upon the deposit by the Corporation with the Trustee in
trust for the Holders of the Notes of an amount of funds or obligations issued
or guaranteed by the United States of America sufficient to pay and discharge
upon the stated maturity thereof the entire indebtedness evidenced by the Notes,
all as provided in the Indenture.
This Note shall be governed by and construed in accordance with the laws of
the State of Tennessee.
All terms used in this Note which are defined in the Indenture shall have
the meanings assigned to them in the Indenture.
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ABBREVIATIONS
The following abbreviations, when used in the inscription on the face
of this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations.
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and not as
tenants in common
UNIF GIFT MIN ACT ______________ Custodian ______________
(Cust) (Minor)
under Uniform Gifts to Minors Act
_________________________________
(State)
Additional abbreviations may also be used
though not in the above list.
__________________________________
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ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assigns(s) and
transfer(s) unto
______________________________________________________________________________
______________________________________________________________________________
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE
_____________________________
/____________________________/
______________________________________________________________________________
______________________________________________________________________________
(Please Print or Type Name and Address
Including Postal Zip Code of Assignee)
______________________________________________________________________________
the within Note and all rights thereunder, and hereby irrevocably constitutes
and appoints
______________________________________________________________________________
______________________________________________________________________________
to transfer said Note on the books of the Company, with full power of
substitution in the premises.
Dated:_____________________________
Signature Guaranteed
_______________________________________
NOTICE: Signature must be guaranteed NOTICE: The signature to this
by a member firm of the New York Stock assignment must correspond with
Exchange or a commercial bank or trust the name as written upon the face
company. of the within Note in every
particular, without alteration or
enlargement or any change
whatever.
48892
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