<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT: JULY 7, 1997
(DATE OF EARLIEST EVENT REPORTED)
_______________________
FEDERAL EXPRESS CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE
(STATE OF INCORPORATION)
1-7806 71-0427007
(COMMISSION FILE NUMBER) (IRS EMPLOYER IDENTIFICATION NO.)
2005 CORPORATE AVENUE, MEMPHIS, TENNESSEE 38132
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:
(901) 369-3600
<PAGE>
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
The following documents are being filed in connection with, and
incorporated by reference in, the Registrant's Registration Statement on Form
S-3 No. 333-07691, which was declared effective on July 10, 1996, as amended
by Post-effective Amendment No. 1 to such Registration Statement, which was
declared effective on April 28, 1997.
EXHIBITS DESCRIPTION OF EXHIBIT
- -------- ----------------------
1 Underwriting Agreement relating to Federal Express Corporation
7.6% Notes due July 1, 2097
4.1 Indenture Supplement No. 1 dated as of July 7, 1997 relating to
Federal Express Corporation 7.6% Notes due July 1, 2097
4.2 Form of 7.6% Note due July 1, 2097 (included in 4.1 above)
<PAGE>
Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
FEDERAL EXPRESS CORPORATION
By: /s/ MICHAEL W. HILLARD
-----------------------------------
Michael W. Hillard
Vice President & Controller
(PRINCIPAL ACCOUNTING OFFICER)
Dated: July 9, 1997
<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION OF EXHIBIT
- ------- ----------------------
1 Underwriting Agreement relating to Federal Express Corporation
7.6% Notes due July 1, 2097
4.1 Indenture Supplement No. 1 dated as of July 7, 1997 relating to
Federal Express Corporation 7.6% Notes due July 1, 2097
4.2 Form of 7.6% Note due July 1, 2097 (included in 4.1 above)
<PAGE>
Underwriting Agreement
Dated as of
July 7, 1997
between
FEDERAL EXPRESS CORPORATION
and
MORGAN STANLEY & CO. INCORPORATED
J. P. MORGAN SECURITIES INC.
FIRST CHICAGO CAPITAL MARKETS, INC.
MORGAN KEEGAN & COMPANY, INC.
<PAGE>
TABLE OF CONTENTS
Page
SECTION 1. Representations & Warranties of the Company.............. 2
SECTION 2. Purchase and Sale........................................ 6
SECTION 3. Covenants of the Company................................. 8
SECTION 4. Payment of Expenses...................................... 10
SECTION 5. Conditions of Underwriters' Obligations.................. 11
SECTION 6. Indemnification.......................................... 14
SECTION 7. Contribution............................................. 15
SECTION 8. Representations, Warranties and Agreements
to Survive Delivery.................................... 16
SECTION 9. Termination of Agreement................................. 16
SECTION 10. Default by One Underwriter............................... 16
SECTION 11. Notices.................................................. 17
SECTION 12. Parties.................................................. 17
SECTION 13. Governing Law............................................ 18
Exhibit A Pricing Information
Exhibit B Opinion of the Company
Schedule I Underwriters' Commitments
Schedule II Terms and Conditions
<PAGE>
FEDERAL EXPRESS CORPORATION
7.60% Notes due July 1, 2097
UNDERWRITING AGREEMENT
July 7, 1997
Morgan Stanley & Co. Incorporated
J. P. Morgan Securities Inc.
First Chicago Capital Markets, Inc.
Morgan Keegan & Company, Inc.
c/o Morgan Stanley & Co. Incorporated
1585 Broadway
New York, New York 10036
Ladies and Gentlemen:
Federal Express Corporation, a Delaware corporation (the "Company"),
proposes to issue and sell to the underwriters named in Schedule I hereto up
to $250,000,000 million aggregate principal amount of its debt securities
(the "Debt Securities") in one or more offerings on the terms and conditions
stated herein and in Schedule II hereto (the "Offered Securities").
The Debt Securities will be issued under an indenture dated as of June 1,
1996 (the "Indenture"), as supplemented by Indenture Supplement No. 1, dated
as of July 7, 1997, each between the Company and The First National Bank of
Chicago, acting not in its individual capacity, but solely as trustee (the
"Trustee"). Each issue of Debt Securities may vary as to aggregate principal
amount, maturity date, currency, interest rate or formula and timing of
payments thereof, any redemption or sinking fund requirements and any other
variable terms as the Indenture contemplates and as may be set forth in the
Debt Securities issued from time to time.
<PAGE>
As used herein, unless the context otherwise requires, the term
"Underwriters" shall mean the firm or firms named as Underwriter or
Underwriters in Schedule I and the term "you" shall mean the Underwriter or
Underwriters, if no underwriting syndicate is purchasing the Offered
Securities, or the representative or representatives of the Underwriters, if
an underwriting syndicate is purchasing the Offered Securities, as indicated
in Schedule I.
The Company has filed with the Securities and Exchange Commission (the
"Commission") a registration statement on Form S-3 (No. 333-07691), as
amended by Post-Effective Amendment No. 1, for the registration of certain
debt securities and other securities, including the Offered Securities, under
the Securities Act of 1933, as amended (the "1933 Act"), and the offering
thereof from time to time in accordance with Rule 415 of the rules and
regulations of the Commission under the 1933 Act (the "1933 Act
Regulations"). Such registration statement has been declared effective by
the Commission and the Indenture has been qualified under the Trust Indenture
Act of 1939, as amended (the "1939 Act").
The Company has, pursuant to Rule 424 under the 1933 Act, filed with, or
transmitted for filing to, or shall within the required period of time
hereafter file with or transmit for filing to, the Commission a prospectus
supplement (the "Prospectus Supplement") specifically relating to the Offered
Securities, together with a revised and restated prospectus relating to debt
securities covered by the above-referenced registration statement.
The term "Registration Statement" refers to such registration statement
in the form in which it became effective, including the exhibits thereto and
the documents incorporated by reference therein, as amended to the date
hereof. The term "Basic Prospectus" means the above-referenced revised and
restated prospectus relating to debt securities. The term "Prospectus" means
the Basic Prospectus supplemented by the Prospectus Supplement. The term
"Preliminary Prospectus" means a preliminary prospectus supplement
specifically relating to the Offered Securities together with the Basic
Prospectus. As used herein, the terms "Basic Prospectus," "Prospectus" and
"Preliminary Prospectus" shall include in each case the documents, if any,
incorporated by reference therein. The terms "supplement" and "amendment" or
"amend" as used herein shall include all documents deemed to be incorporated
by reference in the Prospectus that have been filed subsequent to the date of
the Basic Prospectus by the Company with the Commission pursuant to the
Securities Exchange Act of 1934, as amended (the "1934 Act").
If the Company has filed an abbreviated registration statement to register
additional shares of Debt Securities pursuant to Rule 462(b) under the 1933 Act,
then any reference herein to the term "Registration Statement" shall include
such Rule 462(b) registration statement.
Capitalized terms used but not otherwise defined in this Agreement shall
have the meanings specified in or pursuant to the Indenture.
SECTION 1. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.
(a) The Company represents and warrants to you and to each Underwriter
named in Schedule I, as of the date hereof, as follows:
- 2 -
<PAGE>
(i) DUE INCORPORATION AND QUALIFICATION. The Company has been duly
incorporated and is validly existing as a corporation in good standing under
the laws of the State of Delaware, has the corporate power and authority to
own, lease and operate its properties and to conduct its business as
described in the Prospectus; and is duly qualified to do business and is in
good standing in each jurisdiction in which such qualification is required,
except where the failure to so qualify would not have a material adverse
effect on the condition, financial or otherwise, or the earnings, business
affairs or business prospects of the Company and its subsidiaries considered
as one enterprise.
(ii) SUBSIDIARIES. Each subsidiary of the Company which is a significant
subsidiary as defined in Rule 405 of Regulation C of the 1933 Act Regulations
(each a "Significant Subsidiary") has been duly incorporated and is validly
existing as a corporation in good standing under the laws of the jurisdiction
of its incorporation, has corporate power and authority to own, lease and
operate its properties and to conduct its business as described in the
Prospectus and is duly qualified as a foreign corporation to transact
business and is in good standing in each jurisdiction in which such
qualification is required, except where the failure to so qualify would not
have a material adverse effect on the condition, financial or otherwise, or
the earnings, business affairs or business prospects of the Company and its
subsidiaries considered as one enterprise; and all of the issued and
outstanding capital stock of each Significant Subsidiary has been duly
authorized and validly issued, is fully paid and non-assessable and, except
for directors' qualifying shares (except as otherwise stated in the
Registration Statement), is owned by the Company, directly or through
subsidiaries, free and clear of any security interest, mortgage, pledge,
lien, encumbrance, claim or equity.
(iii) REGISTRATION STATEMENT AND PROSPECTUS. At the time the
Registration Statement became effective, the Registration Statement complied,
and as of the date hereof does comply, in all material respects with the
requirements of the 1933 Act and the 1933 Act Regulations and the 1939 Act
and the rules and regulations of the Commission promulgated thereunder.
The Registration Statement, at the time it became effective, and
Post-effective Amendment No. 1, at the time it became effective, did not, and
at each time thereafter at which any amendment to the Registration Statement
becomes effective, will not, contain an untrue statement of a material fact
or omit to state a material fact required to be stated therein or necessary
to make the statements therein not misleading.
The Prospectus, as of the date hereof, does not contain an untrue
statement of a material fact or omit to state a material fact necessary in
order to make the statements therein, in light of the circumstances under
which they were made, not misleading; PROVIDED, HOWEVER, that the
representations and warranties in this subsection shall not apply to
statements in or omissions from the Registration Statement or Prospectus made
in reliance upon and in conformity with information furnished to the Company
in writing by an Underwriter expressly for use in the Registration
- 3 -
<PAGE>
Statement or Prospectus or to those parts of the Registration Statement which
constitute Statements of Eligibility of Trustees (Form T-1) under the 1939
Act.
No stop order suspending the effectiveness of the Registration Statement
has been issued and no proceedings for that purpose have been initiated or
threatened by the Commission.
(iv) INCORPORATED DOCUMENTS. The documents incorporated by reference in
the Prospectus, at the time they were or hereafter are filed with the
Commission, complied and will comply in all material respects with the
requirements of the 1934 Act and the rules and regulations promulgated
thereunder (the "1934 Act Regulations"), and, when read together and with the
other information in the Prospectus, did not and will not contain an untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary in order to make the statements therein, in light
of the circumstances under which they were or are made, not misleading.
(v) ACCOUNTANTS. The accountants who certified the financial statements
included or incorporated by reference in the Prospectus are independent
public accountants as required by the 1933 Act and the 1933 Act Regulations.
(vi) FINANCIAL STATEMENTS. The financial statements of the Company
included or incorporated by reference in the Prospectus and the Registration
Statement present fairly the financial position of the Company as of the
dates thereof and the results of operations, changes in common stockholders'
investment and cash flows of the Company, for the respective periods covered
thereby, all in conformity with generally accepted accounting principles
applied on a consistent basis throughout the entire period involved; and the
financial schedules included or incorporated by reference in the Registration
Statement meet the requirements of the 1933 Act Regulations or the 1934 Act
Regulations, as applicable.
(vii) MATERIAL CHANGES OR MATERIAL TRANSACTIONS. Except as stated in
the Prospectus, subsequent to the respective dates as of which information is
given in the Registration Statement and the Prospectus, the Company has not
incurred any liabilities or obligations, direct or contingent, or entered
into any transactions which are material to the Company, and there has not
been any material adverse change in the capital stock or short-term debt, or
any material increase in long-term debt of the Company, or any material
adverse change, or any development involving a prospective material adverse
change, in the condition (financial or other), business, prospects, net worth
or results of operations of the Company.
(viii) NO DEFAULTS; REGULATORY APPROVALS. Neither the Company nor any
of its subsidiaries is in violation of its charter or in default in the
performance or
- 4 -
<PAGE>
observance of any material obligation, agreement, covenant or condition
contained in any contract, indenture, mortgage, loan agreement, note, lease
or other instrument to which it is a party or by which it or any of them or
their properties may be bound.
The execution and delivery of this Agreement and the Indenture and the
consummation of the transactions contemplated herein and therein have been
duly authorized by all necessary corporate action and executed by the Company
and will not conflict with or constitute a breach of, or default under, or
result in the creation or imposition of any lien, charge or encumbrance upon
any property or assets of the Company or any of its subsidiaries pursuant to,
any contract, indenture, mortgage, loan agreement, note, lease or other
instrument to which the Company or any such subsidiary is a party or by which
it or any of them may be bound or to which any of the property or assets of
the Company or any such subsidiary is subject, which conflict, breach or
default would have, individually or in the aggregate with any other such
instances, a material adverse effect on the condition (financial or other),
business, prospects, net worth or results of operations of the Company and
its subsidiaries considered as one entity, nor will such action result in any
violation of the provisions of the charter or by-laws of the Company or any
law, administrative regulation or administrative or court order or decree
currently in effect or in effect at the time of execution and delivery of
this Agreement and the Indenture and applicable to the Company or any of its
subsidiaries.
No consent, approval, authorization, order or decree of any court or
governmental agency or body is required for the consummation by the Company
of the transactions contemplated by this Agreement or the Indenture, except
such as may be required under the 1933 Act, the 1939 Act, the 1933 Act
Regulations or state securities or Blue Sky laws.
(ix) LEGAL PROCEEDINGS; CONTRACTS. Except for matters described in the
Prospectus (as to which the Company can express no opinion at this time
concerning the Company's liability (if any) or the effect of any adverse
determination upon the business, condition (financial or otherwise) or
operations of the Company), there is no pending, or to the best knowledge of
any financial officer of the Company, threatened action or proceeding before
any court or administrative agency which individually (or in the aggregate in
the case of any group of related lawsuits) is expected to have a material
adverse effect on the financial condition of the Company or the ability of
the Company to perform its obligations under the Indenture.
(x) COMPLIANCE WITH LAWS. The Company's business and operations comply
in all material respects with all laws and regulations applicable thereto and
there are no known, proposed or threatened changes in any laws or regulations
which would have a material adverse effect on the Company or the manner in
which it conducts its business. The Company possesses all valid and
effective
- 5 -
<PAGE>
certificates, licenses and permits required to conduct its business as now
conducted, except for instances which individually or in the aggregate do
not, or will not, have a material adverse effect on the condition (financial
or other), business, prospects or results of operations of the Company.
(xi) ENFORCEABILITY. The Indenture has been duly authorized by the
Company, will be substantially in the form heretofore supplied to you and,
when duly executed and delivered by the Company and the other parties
thereto, will constitute a valid and binding obligation of the Company,
enforceable against the Company in accordance with its terms.
(xii) VALIDITY OF THE OFFERED SECURITIES. When executed, issued,
authenticated and delivered pursuant to the provisions of the Indenture and
sold and paid for as provided in this Agreement, each of the Offered
Securities will constitute valid and legally binding obligations of the
Company enforceable in accordance with their terms; and the Holders of such
Offered Securities will be entitled to the benefits provided by such
Indenture.
The representations and warranties made by the Company as to the
enforceability of the Indenture and the Offered Securities, set forth in
subparagraphs (xi) and (xii) above are limited by bankruptcy, insolvency,
reorganization and other laws of general applicability relating to or
affecting enforcement of creditors' rights or by general equity principles,
and the enforceability of the Indenture is also limited by applicable laws
which may affect the remedies provided therein but which do not affect the
validity of such Indenture or make such remedies inadequate for the practical
realization of the benefits intended to be provided thereby.
(b) ADDITIONAL CERTIFICATIONS. Any certificate signed by any officer of
the Company and delivered to you or your counsel in connection with an
offering of the Offered Securities shall be deemed a representation and
warranty by the Company to each Underwriter participating in such offering as
to the matters covered thereby on the date of such certificate unless
subsequently amended or supplemented subsequent thereto.
SECTION 2. PURCHASE AND SALE.
(a) Subject to the terms and conditions set forth herein and in Schedule
II, if any, the Company agrees to sell to each Underwriter, and each
Underwriter agrees, severally and not jointly, to purchase from the Company,
at the purchase price specified in Exhibit A hereto, the amount of Offered
Securities set forth opposite the name of such Underwriter in Schedule I. It
is understood that you propose to offer the Offered Securities for sale to
the public as set forth in the Prospectus.
- 6 -
<PAGE>
(b) Subject to the terms and conditions herein set forth, the Company may
grant, if so provided in Schedule II hereto, an option to the Underwriters,
severally and not jointly, to purchase additional Debt Securities to cover
over-allotments, if any (the "Option Securities"). If Schedule II so
provides, the Underwriters may purchase up to the amount of Option Securities
set forth therein at the same price per share as is applicable to the Offered
Securities. As used herein, the term "Offered Securities" shall include
Option Securities. Such option, if granted, will expire 30 days after the
date of this Agreement, and may be exercised in whole or in part from time to
time only for the purpose of covering over-allotments which may be made in
connection with the offering and distribution of the Offered Securities upon
notice by you to the Company setting forth the number of Option Securities as
to which the several Underwriters are then exercising the option and the time
and date of payment and delivery for such Option Securities.
Any such time and date of delivery shall be determined by you, but shall
not be later than four business days and not be earlier that two business
days after the exercise of said option, nor in any event prior to Closing
Time, unless otherwise agreed upon by you and the Company.
If the option is exercised as to all or any portion of the Option
Securities, each Underwriter, acting severally and not jointly, will purchase
that proportion of the total number of Option Securities then being purchased
which the number of Offered Securities each such Underwriter has agreed to
purchase as set forth in Schedule II bears to the total number of Offered
Securities, subject to such adjustments as you shall make to eliminate any
sales or purchases of fractional Debt Securities.
(c) Payment of the purchase price for any Offered Securities to be
purchased by the Underwriters shall be made to the Company at either the
Company's offices in Memphis, Tennessee or the office of Davis Polk &
Wardwell, 450 Lexington Avenue, New York, New York 10017, or at such other
place as shall be agreed upon by you and the Company, at 10:00 A.M., New York
City time, on the third business day (unless postponed in accordance with the
provisions of Section 10) following the date hereof or at such other date,
time or location specified in Schedule II, or as otherwise shall be agreed
upon by you and the Company (such time and date being referred to as a
"Closing Time").
Delivery of the Offered Securities shall be made for your account as
specified in Schedule II against payment by you of the purchase price thereof
to the Company (or such other person as the Company may direct) by wire
transfer of immediately available funds. Unless otherwise indicated on
Schedule II, such Offered Securities shall be registered in the name of
Cede & Co., as nominee for The Depository Trust Company, and in such
denominations, as you may request in writing at least two business days prior
to the Closing Time. Such Offered Securities will be made available for
examination and packaging by you in New York,
- 7 -
<PAGE>
New York, on or before the first business day prior to the Closing Time or
at such other time and place specified in Schedule II.
(d) As compensation to you for your commitments and obligations
hereunder in respect of the Offered Securities, including your undertakings
to distribute Offered Securities, the Company will pay to you an amount equal
to that percentage of the aggregate principal amount of Offered Securities
purchased by you as set forth in Exhibit A as the underwriting discounts and
commissions. Such payment shall be deducted from the payment by you of the
purchase price of the Offered Securities as specified in Section 2(b) hereof.
SECTION 3. COVENANTS OF THE COMPANY.
The Company covenants with each of you, and with each Underwriter
participating in the offering as follows:
(a) PROSPECTUS SUPPLEMENT. Immediately following the execution of this
Agreement, the Company will prepare a Prospectus Supplement in connection
with the offering of the Offered Securities. The Company will promptly
transmit copies of the Prospectus Supplement to the Commission for filing
pursuant to Rule 424 of the 1933 Act Regulations.
(b) NOTICE OF CERTAIN EVENTS. The Company will notify you promptly (i)
of the effectiveness of any amendment to the Registration Statement, (ii) of
the transmittal to the Commission for filing of any supplement to the
Prospectus or any document to be filed pursuant to the 1934 Act which will be
incorporated by reference in the Prospectus, (iii) of the receipt of any
comments from the Commission with respect to the Registration Statement, the
Prospectus or the Prospectus Supplement relating in any way to the offer and
sale of the Offered Securities, (iv) of any request by the Commission for any
amendment to the Registration Statement or any amendment or supplement to the
Prospectus or for additional information, and (v) of the issuance by the
Commission of any stop order suspending the effectiveness of the Registration
Statement or the initiation of any proceedings for that purpose.
(c) NOTICE OF CERTAIN PROPOSED FILINGS. The Company will give you
notice of its intention to file or prepare any amendment to the Registration
Statement or any amendment or supplement to the Prospectus, whether by the
filing of documents pursuant to the 1934 Act, the 1933 Act or otherwise, and
will furnish you with copies of any such amendment or supplement or other
documents proposed to be filed or prepared a reasonable time in advance of
such proposed filing or preparation, as the case may be.
(d) COPIES OF THE REGISTRATION STATEMENT AND THE PROSPECTUS. The
Company will deliver to you as many signed and conformed copies of the
Registration Statement (as originally filed) and of each amendment thereto
- 8 -
<PAGE>
(including exhibits filed therewith or incorporated by reference therein and
documents incorporated by reference in the Prospectus) as you may reasonably
request. The Company will furnish to you as many copies of the Prospectus
(as amended or supplemented) as you shall reasonably request so long as you
are required to deliver a Prospectus in connection with sales or
solicitations of offers to purchase the Offered Securities.
(e) REVISIONS OF PROSPECTUS -- MATERIAL CHANGES. If at any time when
the Prospectus is required by the 1933 Act to be delivered in connection with
sales of the Offered Securities any event shall occur or condition exist as a
result of which it is necessary, in the reasonable opinion of counsel for the
Company, to further amend or supplement the Prospectus in order that the
Prospectus will not include an untrue statement of a material fact or omit to
state any material fact necessary in order to make the statements therein not
misleading in the light of the circumstances existing at the time it is
delivered to a purchaser, or if it shall be necessary, in the reasonable
opinion of such counsel, at any such time to amend or supplement the
Registration Statement or the Prospectus in order to comply with the
requirements of the 1933 Act or the 1933 Act Regulations the Company will
promptly prepare and file with the Commission such amendment or supplement,
whether by filing documents pursuant to the 1934 Act, the 1933 Act or
otherwise, as may be necessary to correct such untrue statement or omission
or to make the Registration Statement and Prospectus comply with such
requirements.
(f) EARNINGS STATEMENTS. The Company will make generally available to
its security holders as soon as practicable after the close of the period
covered thereby, an earnings statement (in form complying with the provisions
of Rule 158 under the 1933 Act) covering each twelve-month period beginning,
in each case, not later than the first day of the Company's fiscal quarter
next following the "effective date" (as defined in such Rule 158) of the
Registration Statement with respect to each sale of Offered Securities.
(g) BLUE SKY QUALIFICATIONS. The Company will cooperate with you to
qualify the Offered Securities for offering and sale under the applicable
securities laws of such states and other jurisdictions of the United States
as the Underwriters may designate, and will maintain such qualifications in
effect for so long as may be required for the distribution of the Offered
Securities; PROVIDED, HOWEVER, that the Company shall not be obligated to
file any general consent to service of process or to qualify as a foreign
corporation or to subject itself to taxation as doing business in any
jurisdiction in which it is not otherwise required to be so qualified. The
Company will file such statements and reports as may be required by the laws
of each jurisdiction in which the Offered Securities have been qualified as
provided above.
(h) 1934 ACT FILINGS. The Company, during the period when the
Prospectus is required to be delivered under the 1933 Act, will file promptly
all
- 9 -
<PAGE>
documents required to be filed with the Commission pursuant to Section 13(a),
13(c), 14 or 15(d) of the 1934 Act.
(i) STAND-OFF AGREEMENT. The Company will not, between the date of this
Agreement and the Closing Time, without your consent, offer or sell, or enter
into any agreement to sell, any debt securities of the Company pursuant to a
public offering of securities registered under the 1933 Act (other than the
Offered Securities which are to be sold pursuant hereto and commercial paper
in the ordinary course of business).
SECTION 4. PAYMENT OF EXPENSES.
The Company will pay all expenses incident to the performance of its
obligations under this Agreement, including:
(i) the preparation and filing of the Registration Statement and all
amendments thereto and the Prospectus and any amendments or supplements
thereto;
(ii) the filing of this Agreement;
(iii) the preparation, issuance and delivery of the Offered Securities;
(iv) the reasonable fees and disbursements of the Company's accountants
and counsel, of the Trustee and its counsel, and of any registrar, paying
agent and authenticating agent;
(v) the qualification of the Offered Securities under securities laws in
accordance with the provisions of Section 3(g), including filing fees and the
reasonable fees and disbursements of counsel to the Underwriters in
connection therewith and in connection with the preparation of any Blue Sky
Survey and any Legal Investment Survey;
(vi) the printing and delivery to the Underwriters in quantities as
hereinabove stated of copies of the Registration Statement and any amendments
thereto, and of the Prospectus and any amendments or supplements thereto, and
the delivery by the Underwriters of the Prospectus and any amendments or
supplements thereto in connection with solicitations or confirmations of sales
of the Offered Securities;
(vii) the preparation and delivery to the Underwriters of copies of the
Indenture; and
(viii) any fees charged by rating agencies for the rating of the Offered
Securities.
- 10 -
<PAGE>
If this Agreement is terminated by you in accordance with the provisions
of Section 5 or clause (i) of Section 9 hereof, the Company shall reimburse
upon demand the Underwriters for all of their out-of-pocket expenses,
including the reasonable fees and disbursements of counsel for the
Underwriters that shall have been incurred by you in connection with the
proposed purchase and sale of the Offered Securities.
SECTION 5. CONDITIONS OF UNDERWRITERS' OBLIGATIONS.
The several obligations of the Underwriters to purchase the Offered
Securities pursuant to this Agreement will be subject at all times to the
accuracy of the representations and warranties on the part of the Company
herein, to the accuracy of the statements of the Company's officers made in
any certificate furnished pursuant to the provisions hereof, to the
performance and observance by the Company of all covenants and agreements
contained herein, or in Schedule II hereto, on its part to be performed and
observed and to the following additional conditions precedent:
(a) STOP ORDER; RATINGS CHANGE; ETC. At the Closing Time, (i) no stop
order suspending the effectiveness of the Registration Statement shall have
been issued under the 1933 Act or proceedings therefor initiated or
threatened by the Commission, (ii) the rating assigned as of the date of this
Agreement by any "nationally recognized statistical rating organization," as
such term is defined for purposes of Rule 436(g) under the 1933 Act
Regulations, to any debt securities of the Company (including for purposes of
this Section 5(a)(ii) any rating indicated by the Company as of the date of
this Agreement as the rating orally confirmed to the Company by any such
rating organization as the rating to be assigned to the Offered Securities)
shall not have been lowered since the execution of this Agreement nor shall
any such rating organization have publicly announced that it has placed any
debt securities of the Company on what is commonly termed a "watch list" for
possible downgrading, and (iii) there shall not have come to your attention
any facts that would cause you to believe that the Prospectus, including the
Prospectus Supplement, at the time it was required to be delivered to a
purchaser of the Offered Securities, contained an untrue statement of a
material fact or omitted to state a material fact necessary in order to make
the statements therein, in light of the circumstances existing at such time,
not misleading.
(b) LEGAL OPINIONS. At the Closing Time, you shall have received the
following documents:
(1) OPINION OF COMPANY COUNSEL. The opinion of the Executive Vice
President, General Counsel and Secretary of the Company or any Vice President
in the Legal and Regulatory Division of the Company, dated as of such date,
in form and substance reasonably satisfactory to you, to the effect as set
forth in Exhibit B.
- 11 -
<PAGE>
(2) OPINION OF COUNSEL TO THE UNDERWRITERS. The opinion of Brown & Wood
LLP, counsel to the Underwriters, with respect to such matters as you may
reasonably request.
(c) OFFICER CERTIFICATE. At the Closing Time, there shall not have
been, since the respective dates as of which information is given in the
Registration Statement and the Prospectus, any material adverse change in the
condition (financial or otherwise) of the Company, or in the earnings or
business affairs of the Company; and you shall have received a certificate of
any Vice President or Assistant Treasurer of the Company, dated as of the
Closing Time, to the effect (i) that there has been no such material adverse
change, (ii) that the other representations and warranties of the Company
contained in Section 1 are true and correct with the same force and effect as
though expressly made at and as of the date of such certificate, except to
the extent that such representations and warranties expressly relate to an
earlier date or later date (in which case such representations and warranties
are true and correct on and as of such earlier date or will be true and
correct on and as of such later date, as the case may be), (iii) that the
Company has made or caused to be made any required filing of the Prospectus
pursuant to Rule 424(b) in the manner and within the time period required by
Rule 424(b), and (iv) that the Company has complied with all agreements and
satisfied all conditions on its part to be performed or satisfied at or prior
to the date of such certificate. The officer signing and delivering this
certificate may rely upon the best of his or her knowledge as to proceedings
threatened.
(d) COMFORT LETTER. At the time of the execution of this Agreement and
at the Closing Time, you shall have received a letter from Arthur Andersen
LLP or their successors as the Company's independent accountants (the
"Independent Accountants"), dated as of the date hereof and of the Closing
Time, as the case may be, in form and substance satisfactory to you to the
effect that:
(i) they are independent public accountants within the meaning of the
1933 Act and the 1933 Act Regulations;
(ii) in their opinion the Company's financial statements and schedules
included or incorporated by reference in the Registration Statement and
Prospectus and covered by their reports included or incorporated therein
comply as to form in all material respects with the applicable accounting
requirements of the 1933 Act and the 1933 Act Regulations or the 1934 Act and
the 1934 Act Regulations, as the case may be;
(iii) they have conducted reviews of the unaudited interim consolidated
financial information of the Company included in the Company's Quarterly
Reports on Form 10-Q incorporated in the Registration Statement and
Prospectus in compliance with the standards for such reviews promulgated by
the American Institute of Certified Public Accountants;
- 12 -
<PAGE>
(iv) on the basis of a reading of the financial statements and schedules of
the Company included or incorporated in the Prospectus and the Registration
Statement, and the latest available unaudited interim financial statements of
the Company, inquiries of officials of the Company responsible for financial and
accounting matters, and other specified procedures and inquiries, nothing has
come to their attention that caused them to believe that:
(A) the unaudited financial statements of the Company included or
incorporated in the Prospectus and the Registration Statement do not
comply as to form in all material respects with the applicable
accounting requirements of the 1933 Act and the 1933 Act Regulations
or the 1934 Act and the 1934 Act Regulations thereunder, as the case
may be, or that such unaudited financial statements are not presented
fairly in conformity with generally accepted accounting principles;
(B) with respect to the period subsequent to the date of the most recent
financial statements incorporated in the Registration Statement and
the Prospectus, as of a specified date not more than five business
days prior to the date of delivery of such letter, there has been any
change in the common or preferred stock or long-term debt of the
Company or, as of such date, there has been any decrease in assets or
common stockholders' investment, in each case as compared with amounts
shown in the most recent consolidated balance sheet of the Company
included or incorporated in the Registration Statement and the
Prospectus, except in each case for changes or decreases which the
Prospectus discloses have occurred or may occur or which are described
in such letter; or
(C) for the period from the date of the most recent financial statements
incorporated in the Registration Statement and the Prospectus to such
specified date, there was any decrease in operating revenues,
operating income, income before taxes or net income of the Company in
each case as compared with the comparable period of the preceding
year, except in each case for decreases which the Prospectus discloses
have occurred or may occur or which are described in such letter; and
(v) in addition to their audit referred to in their reports included or
incorporated by reference in the Registration Statement and the Prospectus
and the reviews, inquiries and procedures referred to in clauses (iii) and
(iv) above, such letter shall state that Arthur Andersen LLP has performed
other specified procedures, with respect to certain numerical data and
information included or incorporated in the Registration Statement and the
Prospectus, as are requested by an Underwriter and specified in such letter
and have found such data and information to be in agreement with the
accounting records of or analyses prepared by the Company.
- 13 -
<PAGE>
(e) OTHER DOCUMENTS. At the Closing Time, counsel for the Underwriters
shall have been furnished with such documents and opinions as such counsel may
reasonably require for the purpose of enabling such counsel to pass upon the
issuance and sale of Offered Securities as herein contemplated and related
proceedings, or in order to evidence the accuracy and completeness of any of the
representations and warranties, or the fulfillment of any of the conditions,
herein contained; and all proceedings taken by the Company in connection with
the issuance and sale of Offered Securities as herein contemplated shall be
satisfactory in form and substance to you.
SECTION 6. INDEMNIFICATION.
(a) The Company agrees to indemnify and hold harmless each Underwriter
and each person, if any, who controls any Underwriter within the meaning of
Section 15 of the 1933 Act as follows:
(i) against any and all loss, liability, claim, damage and expense
whatsoever, as incurred, arising out of any untrue statement of a material
fact contained in the Registration Statement (or any amendment thereto), or
the omission therefrom of a material fact required to be stated therein or
necessary to make the statements therein not misleading or arising out of or
based upon any untrue statement of a material fact contained in the
Prospectus (or any amendment or supplement thereto) or the omission therefrom
of a material fact necessary in order to make the statements therein, in the
light of the circumstances under which they were made, not misleading;
(ii) against any and all loss, liability, claim, damage and expense
whatsoever, as incurred, to the extent of the aggregate amount paid in
settlement of any litigation, or investigation or proceeding by any
governmental agency or body, commenced or threatened, or of any claim
whatsoever arising out of or based upon any such untrue statement or
omission, if such settlement is effected with the written consent of the
Company; and
(iii) against any and all expense whatsoever, as incurred, reasonably
incurred in investigating, preparing or defending against any litigation, or
investigation or proceeding by any governmental agency or body, commenced or
threatened, or any claim whatsoever arising out of or based upon any such
untrue statement or omission, to the extent that any such expense is not paid
under (i) or (ii) above;
PROVIDED, HOWEVER, that this indemnity agreement shall not apply to any loss,
liability, claim, damage or expense to the extent arising out of any untrue
statement or omission made in reliance upon and in conformity with written
information furnished to the Company by any Underwriter expressly for use in
the Registration Statement (or any amendment thereto) or the Prospectus (or
any amendment or supplement thereto), or made in reliance upon the Statements
of
- 14 -
<PAGE>
Eligibility of Trustees (Form T-1) under the 1939 Act filed as exhibits to
the Registration Statement.
(b) Each Underwriter severally agrees to indemnify and hold harmless the
Company, its directors and officers and each person, if any, who controls the
Company within the meaning of Section 15 of the 1933 Act against any and all
loss, liability, claim, damage and expense described in the indemnity
contained in subsection (a) of this Section, as incurred, but only with
respect to untrue statements or omissions made in the Registration Statement
(or any amendment thereto) or the Prospectus (or any amendment or supplement
thereto) in reliance upon and in conformity with written information
furnished to the Company by such Underwriters through you expressly for use
in the Registration Statement (or any amendment thereto) or the Prospectus
(or any amendment or supplement thereto).
(c) Each indemnified party shall give prompt notice to each indemnifying
party of any action commenced against it in respect of which indemnity may be
sought hereunder, but failure to so notify an indemnifying party shall not
relieve such indemnifying party from any liability which it may have
otherwise than on account of this indemnity agreement. An indemnifying party
may participate at its own expense in the defense of such action. In no
event shall the indemnifying parties be liable for the fees and expenses of
more than one counsel (in addition to any local counsel) separate from their
own counsel for all indemnified parties in connection with any one action or
separate but similar or related actions in the same jurisdiction arising out
of the same general allegations or circumstances.
SECTION 7. CONTRIBUTION.
In order to provide for just and equitable contribution in circumstances
in which the indemnity agreement provided for in Section 6 is for any reason
held to be unenforceable by the indemnified parties although applicable in
accordance with its terms, the Company and the Underwriters of each offering
of Offered Securities shall contribute to the aggregate losses, liabilities,
claims, damages and expenses of the nature contemplated by said indemnity
agreement incurred by the Company and one or more of the Underwriters in
respect of such offering, as incurred, in such proportions that the
Underwriters are responsible for that portion represented by the percentage
that the underwriting discount appearing on the cover page of the Prospectus
in respect of such offering bears to the initial public offering price
appearing thereon and the Company is responsible for the balance; PROVIDED,
HOWEVER, that no person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution
from any person who was not guilty of such fraudulent misrepresentation.
For purposes of this Section, each person, if any, who controls an
Underwriter within the meaning of Section 15 of the 1933 Act shall have the
same rights to contribution as such Underwriter, and each director of the
Company, each officer of the Company who signed the Registration Statement,
and each person, if
- 15 -
<PAGE>
any, who controls the Company within the meaning of Section 15 of the 1933
Act shall have the same rights to contribution as the Company.
SECTION 8. REPRESENTATIONS, WARRANTIES AND AGREEMENTS TO SURVIVE DELIVERY.
All representations, warranties and agreements contained in this
Agreement, or contained in certificates of officers of the Company submitted
pursuant hereto, shall remain operative and in full force and effect,
regardless of any investigation made by or on behalf of any Underwriter or
controlling person, or by or on behalf of the Company, and shall survive each
delivery of and payment for any of the Offered Securities.
SECTION 9. TERMINATION OF AGREEMENT.
You may terminate this Agreement, immediately upon notice to the Company,
at any time prior to the Closing Time if: (i) there has been, since the date
hereof or since the respective dates as of which information is given in the
Registration Statement, any material adverse change in the condition,
financial or otherwise, or in the earnings or business affairs of the
Company, (ii) there shall have occurred any material adverse change in the
financial markets in the United States or any outbreak or escalation of
hostilities or other national or international calamity or crisis, the effect
of which shall be such as to make it, in your judgment, impracticable to
market the Offered Securities or enforce contracts for the sale of the
Offered Securities, or (iii) trading in any securities of the Company shall
have been suspended by the Commission or a national securities exchange, or
if trading generally on either the American Stock Exchange or the New York
Stock Exchange shall have been suspended, or minimum or maximum prices for
trading shall have been fixed, or maximum ranges for prices for securities
shall have been required, by either of said exchanges or by order of the
Commission or any other governmental authority, or if a banking moratorium
shall have been declared by either federal or New York authorities.
In the event of any termination of this Agreement, the covenant set forth
in Section 3(f) hereof, the provisions of Section 4 hereof, the indemnity and
contribution agreements set forth in Sections 6 and 7 hereof, and the
provisions of Sections 8 and 13 hereof shall remain in effect.
SECTION 10. DEFAULT BY ONE UNDERWRITER.
If any Underwriter shall fail at the Closing Time to purchase the Offered
Securities which it is obligated to purchase hereunder (the "Defaulted
Securities"), and the aggregate amount of Defaulted Securities is not more
than one-tenth of the aggregate amount of the Offered Securities to be
purchased on such date, the other Underwriters shall be obligated severally
in the proportions that the amount of the Offered Securities set forth
opposite their respective names in Schedule I hereto bears to the aggregate
amount of Offered Securities set forth opposite the
- 16 -
<PAGE>
names of all such non-defaulting underwriters to purchase the Defaulted
Securities; PROVIDED that in no event shall the amount of Defaulted
Securities that any Underwriter has agreed to purchase pursuant to this
Agreement be increased by an amount in excess of one-ninth of such amount of
Offered Securities without the written consent of such Underwriter. If the
aggregate amount of Defaulted Securities is more than one-tenth of the
aggregate amount of the Offered Securities to be purchased on the Closing
Date, and arrangements satisfactory to the Underwriters and the Company for
the purchase of such Defaulted Securities are not made within 36 hours after
such default, this Agreement shall terminate without liability on the part of
any non-defaulting Underwriters or the Company.
No action taken pursuant to this Section shall relieve a defaulting
Underwriter from liability in respect of its default under this Agreement.
In the event of any such default which does not result in a termination
of this Agreement, either the non-defaulting Underwriters or the Company
shall have the right to postpone the Closing Time for a period not exceeding
seven days in order to effect any required changes in the Registration
Statement or Prospectus or in any other documents or arrangements.
SECTION 11. NOTICES.
All notices and other communications hereunder shall be in writing and
shall be deemed to have been duly given if mailed, delivered by Federal
Express service or transmitted by any facsimile communication. Notices to
the Underwriters shall be directed to the Debt Syndicate Desk, Morgan Stanley &
Co. Incorporated, 1585 Broadway, New York, New York 10036, (212) 761-2000.
Notices to the Company shall be directed to it at 2007 Corporate Avenue,
Memphis, Tennessee 38132 (if by Federal Express service) or P.O. Box 727,
Memphis, Tennessee 38194 (if by mail), Attention: Vice President and
Treasurer, with copies thereof directed to the Legal Department of the
Company at 1980 Nonconnah Drive, Memphis, Tennessee 38132 (if by Federal
Express Service) or P.O. Box 727, Memphis, Tennessee 38194 (if by mail),
Attention: Managing Director - Securities and Corporate Law.
SECTION 12. PARTIES
This Agreement shall inure to the benefit of and be binding upon you and
the Company and any Underwriter who becomes a party hereto and their
respective successors. Nothing expressed or mentioned in this Agreement is
intended or shall be construed to give any person, firm or corporation, other
than the parties hereto and their respective successors and the controlling
persons and officers and directors referred to in Sections 6 and 7 and their
heirs and legal representatives, any legal or equitable right, remedy or
claim under or in respect of this Agreement or any provision herein
contained. This Agreement and all conditions and provisions hereof are
intended to be for the sole and exclusive benefit of the
- 17 -
<PAGE>
parties hereto, their respective successors and said controlling persons and
officers and directors and their heirs and legal representatives, and for the
benefit of no other person, firm or corporation. No purchaser of Offered
Securities from any Underwriter shall be deemed to be a successor by reason
merely of such purchase.
SECTION 13. GOVERNING LAW.
This Agreement and the rights and obligations of the parties created
hereby and thereby shall be governed by and construed in accordance with the
laws of the State of New York applicable to agreements made and to be
performed in such state. Any suit, action or proceeding brought by the
Company against an Underwriter in connection with or arising under this
Agreement shall be brought solely in the state or federal court of
appropriate jurisdiction located in the Borough of Manhattan, The City of New
York.
- 18 -
<PAGE>
If the foregoing is in accordance with your understanding of our agreement,
please sign and return to the Company a counterpart hereof, whereupon this
instrument along with all counterparts will become a binding agreement between
you and the Company in accordance with its terms.
Very truly yours,
FEDERAL EXPRESS CORPORATION
By: /s/ BURNETTA B. WILLIAMS
----------------------------------
Name: Burnetta B. Williams
Title: Assistant Treasurer
CONFIRMED AND ACCEPTED, as of
the date first above written:
MORGAN STANLEY & CO. INCORPORATED
By: /s/ HAROLD J. HENDERSHOT III
---------------------------------
Name: Harold J. Hendershot
Title: Vice President
Acting on behalf of themselves and the
other named Underwriters
- 19 -
<PAGE>
Exhibit A
FEDERAL EXPRESS CORPORATION
7.60% Notes due July 1, 2097
<TABLE>
<CAPTION>
FINAL AGGREGATE UNDERWRITING
PURCHASE INTEREST DISTRIBUTION PRINCIPAL DISCOUNTS AND
DESIGNATION PRICE RATE DATE AMOUNT COMMISSIONS
----------- -------- -------- ------------ ----------- -------------
<S> <C> <C> <C> <C> <C>
7.60% Notes due $246,525,000 7.60% July 1, 2097 $250,000,000 1.125%
July 1, 2097 plus accrued
interest from
July 1, 1997
</TABLE>
- 20 -
<PAGE>
Exhibit B
FORM OF OPINION OF COMPANY COUNSEL
July __, 1997
Morgan Stanley & Co. Incorporated
J. P. Morgan Securities Inc.
First Chicago Capital Markets, Inc.
Morgan Keegan & Company, Inc.
c/o Morgan Stanley & Co. Incorporated
1585 Broadway
New York, New York 10036
Re: FEDERAL EXPRESS CORPORATION
DEBT SECURITIES (THE "OFFERED SECURITIES")
Ladies and Gentlemen:
This opinion is directed to the Underwriters pursuant to Section 5(b)(1)
of the Underwriting Agreement dated July 7, 1997 (the "Underwriting
Agreement"), among the Company and you, with respect to the offer and sale of
the Offered Securities. All terms defined or used in the Underwriting
Agreement have the same meaning when used herein, unless otherwise noted.
I am Vice President - Law of the Company and have acted as such in
connection with the Offered Securities and the Underwriting Agreement. I or
attorneys under my supervision have made such examination and investigation
as we have deemed necessary in order to give the following opinion.
Based on the foregoing, it is my opinion that:
(i) The Company is a corporation duly incorporated, validly existing and
in good standing under the laws of the State of Delaware and has full
corporate power and authority under such laws to own its properties and to
conduct its business as described in the Prospectus; the Company is duly
qualified to do business and is in good standing in each jurisdiction in
which it owns or leases real property or in which the conduct of its business
requires such qualification, except
B-1
<PAGE>
for such instances which in the aggregate will not have a material adverse
effect on the Company;
(ii) Each subsidiary of the Company which is a significant subsidiary as
defined in Rule 405 of Regulation C of the 1933 Act Regulations (each a
"Significant Subsidiary") has been duly incorporated and is validly existing
as a corporation in good standing under the laws of the jurisdiction of its
incorporation, has corporate power and authority to own, lease and operate
its properties and conduct its business as described in the Registration
Statement, and, to the best of my knowledge, is duly qualified to do business
and is in good standing in each jurisdiction in which such qualification is
required, except where the failure to so qualify would not have a material
adverse effect on the condition, financial or otherwise, or the earnings,
business affairs or business prospects of the Company and its subsidiaries
considered as one enterprise; all of the issued and outstanding capital stock
of each Significant Subsidiary has been duly authorized and validly issued
and is fully paid and non-assessable, and all of such capital stock, except
for directors' qualifying shares, is owned by the Company, directly or
through subsidiaries, free and clear of any mortgage, pledge, lien,
encumbrance, claim or equity;
(iii) Except for matters described in the Prospectus (as to which I
can express no opinion at this time concerning the Company's liability (if
any) or the effect of any adverse determination upon the business, condition
(financial or otherwise) or operations of the Company), there is no pending,
or to my knowledge, threatened action or proceeding before any court or
administrative agency which individually (or in the aggregate in the case of
any group of related lawsuits) is expected to have a material adverse effect
on the financial condition of the Company or the ability of the Company to
perform its obligations under the Indenture;
(iv) The Indenture has been duly qualified under the 1939 Act and duly and
validly authorized, executed and delivered by the Company and (assuming the
Indenture has been duly authorized, executed and delivered by the Trustee)
constitutes a valid and binding agreement of the Company, enforceable in
accordance with its terms;
(v) The Offered Securities are in due and proper form and have been duly
and validly authorized by all necessary corporate action and, when executed and
authenticated as specified in the Indenture and delivered against payment of the
consideration therefor determined in accordance with the Underwriting Agreement,
will be valid and binding obligations of the Company, enforceable in accordance
with their terms, and each holder of the Offered Securities will be entitled to
the benefits of the Indenture;
B-2
<PAGE>
(vi) The Company possesses all permits, approvals, franchises and other
rights from federal aviation, aeronautical, communications, transportation and
shipping authorities which are requisite for the conduct of its business as
described in the Prospectus or for the actions contemplated by the Underwriting
Agreement and the offering contemplated by the Prospectus; and the actions
contemplated by the Underwriting Agreement, the Indenture and the offering
contemplated by the Prospectus, are not in violation of any federal statute or
regulation relating to aviation, aeronautics, communications, transportation or
shipping;
(vii) I have reviewed or caused to be reviewed by attorneys under my
supervision the Registration Statement, the Prospectus and each amendment and
supplement thereto (including the documents incorporated by reference) and have
no reason to believe that, as of their respective effective or issue dates, or
as of the Closing Time, either the Registration Statement or the Prospectus or
any such amendment or supplement (or any such documents incorporated by
reference) contained an untrue statement of a material fact or omitted to state
a material fact required to be stated therein or necessary to make the
statements therein not misleading;
(viii) I do not know of any statute or regulation or legal or governmental
proceeding required to be described in the Prospectus which is not described
as required, nor of any contract or document of a character required to be
described in the Registration Statement or the Prospectus or to be filed as
exhibits to the Registration Statement which is not described and filed as
required; and the descriptions in the Registration Statement and the
Prospectus of the contracts and other documents therein described are
accurate and fairly present the information required to be shown;
(ix) The execution and delivery by the Company of the Underwriting
Agreement and the consummation by the Company of the transactions herein and
therein contemplated and compliance with the terms of the Underwriting
Agreement do not and will not conflict with or result in a breach of any of
the terms of the Certificate of Incorporation or By-laws of the Company, and
will not conflict with or result in a breach of any of the terms or
provisions of, or constitute a default under, any indenture, mortgage, deed
of trust, loan, credit or note agreement, lease or other agreement or
instrument material to the Company to which the Company is a party or by
which it or any or its properties are bound, or any existing applicable law,
rule, regulation, judgment, order or decree of any government, governmental
instrumentality or court, having jurisdiction over the Company or any of its
properties;
(x) No authorization, approval, consent or license of any regulatory body
or authority (other than under the 1933 Act, the 1939 Act and the securities
or Blue Sky laws of the various states) is required for the valid
authorization, issuance, sale and delivery of the Offered Securities as
herein contemplated or the
B-3
<PAGE>
valid authorization, execution, delivery and performance by the Company of
the Underwriting Agreement and the Indenture or the consummation by the
Company of the transactions contemplated herein or therein, or, if so
required, all such authorizations, approvals, consents and licenses,
specifying the sale, have been obtained and are in full force and effect;
(xi) The Registration Statement has become effective under the 1933 Act
and, to the best of my knowledge, no stop order suspending the effectiveness of
the Registration Statement has been issued and no proceedings for that purpose
have been instituted or are pending or contemplated under the 1933 Act; the
Registration Statement and the Prospectus, and each amendment or supplement
thereto (except for the financial statements and schedules included therein, as
to which I express no opinion), comply as to form in all material respects to
the requirements of the 1933 Act and the 1933 Act Regulations and, as to
documents incorporated therein, to the requirements of the 1934 Act and the 1934
Act Regulations in effect at the time such documents were filed with the
Commission; and
(xii) The Underwriting Agreement has been duly and validly authorized,
executed and delivered by the Company and constitutes a valid and binding
agreement of the Company, enforceable in accordance with its terms.
My opinions as to the enforceability of the Indenture, the Offered
Securities and Underwriting Agreement set forth in subparagraphs (iv), (v)
and (xii) above, are limited by bankruptcy, insolvency, reorganization and
other laws of general applicability relating to or affecting enforcement of
creditors' rights or by general equity principles and subject to any
principles of public policy limiting the right to enforce the indemnification
and contribution provisions contained in Sections 6 and 7 of the Underwriting
Agreement.
In rendering the foregoing opinion, we have assumed that (i) all
signatures on all documents examined by us are genuine and that where any
such signature (other than a signature purporting to have been made on behalf
of the Company) purports to have been made in a corporate, governmental,
fiduciary or other capacity, the person who affixed such signature had the
due authority to do so, (ii) certain factual matters contained in
certificates of public officials are accurate, true and correct, and (iii)
photostat copies of such documents, records and certificates conform to the
originals.
B-4
<PAGE>
This opinion is intended solely for the benefit of the Underwriters and is
not to be relied on by, and no copies of it are to be delivered to, any other
person without my prior written consent, except that Underwriters' counsel may
rely upon this opinion as to all matters of Tennessee law or Delaware corporate
law in rendering its opinion of even date herewith. I am not assuming any
professional responsibility to any other person by rendering this opinion. It
is understood that this opinion speaks as of the date given, notwithstanding any
delivery as contemplated above on any other date.
George W. Hearn
B-5
<PAGE>
Schedule I
to
Underwriting
Agreement
Dated: July 7, 1997
FEDERAL EXPRESS CORPORATION
7.60% Notes due July 1, 2097
TOTAL
AGGREGATE
PRINCIPAL
AMOUNT
TO BE
UNDERWRITERS PURCHASED
------------ ---------
Morgan Stanley & Co. Incorporated $100,000,000
J. P. Morgan Securities Inc. $100,000,000
First Chicago Capital Markets, Inc. $ 25,000,000
Morgan Keegan & Company, Inc. $ 25,000,000
<PAGE>
Schedule II
to
Underwriting Agreement
Dated: July 7, 1997
FEDERAL EXPRESS CORPORATION
7.60% Notes due July 1, 2097
To: Federal Express Corporation
2005 Corporate Avenue
Memphis, Tennessee 38132
Re: Underwriting Agreement dated July 7, 1997
Title of Offered Securities: 7.60% Notes due July 1, 2097
Current ratings: Baa2 and BBB
Interest rate: 7.60%
Interest payable: January 1 and July 1, commencing January 1, 1998
Public offering price: 99.735%, plus accrued interest from July 1, 1997
Closing date, time and
location: July 10, 1997, 10:00 A.M., New York City time
1980 Nonconnah Boulevard
Memphis, Tennessee
Location for checking
Offered Securities: New York, New York
Listing requirement: None
Redemption or repayment provisions: None
Sinking fund requirements: None
Number of Option Securities, if any, that may be
purchased by the Underwriters: None
<PAGE>
Other terms and conditions:
The Offered Securities will be issued in fully registered, book-entry
only form through the facilities of The Depository Trust Company, and
each issue of the Offered Securities shall be represented by a separate
global note.
Exceptions, if any, to Section 3(i) of the
Underwriting Agreement: None
MORGAN STANLEY & CO. INCORPORATED
By: /s/ HAROLD J. HENDERSHOT
-----------------------------------
Name: Harold J. Hendershot III
Title: Vice President
Acting on behalf of themselves and
the other named Underwriters
Accepted:
FEDERAL EXPRESS CORPORATION
By: /s/ BURNETTA B. WILLIAMS
------------------------------------
Name: Burnetta B. Williams
Title: Assistant Treasurer
<PAGE>
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
<PAGE>
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
<PAGE>
(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
- 2 -
<PAGE>
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 One First National Plaza, Chicago, Illinois 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.
- 3 -
<PAGE>
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.
- 4 -
<PAGE>
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/ SCOTT E. HANSEN By /s/ BURNETTA B. WILLIAMS
- ------------------------------ -------------------------------------
Name: Scott E. Hansen Name: Burnetta B. Williams
Title: Assistant Secretary Title: Assistant Treasurer
THE FIRST NATIONAL BANK OF CHICAGO
Attest:
/s/ By /s/ LELAND HANSON
- ------------------------------ -------------------------------------
Name: Name: Leland Hanson
Title: Title: Assistant Vice President
- 5 -
<PAGE>
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 WATER
STREET, NEW YORK, NEW YORK), 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
55 WATER STREET
NEW YORK, NEW YORK 10041
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,
- 6 -
<PAGE>
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.
- 7 -
<PAGE>
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: Charles M. Buchas, Jr.
Title: Vice President and Treasurer
Attest:
_______________________________
Name: Scott E. Hansen
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:__________________________
- 8 -
<PAGE>
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.
- 9 -
<PAGE>
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.
- 10 -
<PAGE>
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.
- 11 -
<PAGE>
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.
__________________________________
- 12 -
<PAGE>
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
- 13 -
