Item 1.01. Entry into a Material Definitive Agreement.
On
The Equipment Notes bear interest at the rate of 1.875% per annum. The Equipment
Notes were purchased by the Trustee using the proceeds from the sale of a total
of
The interest on the Equipment Notes is payable semiannually on
The Certificates were registered for offer and sale pursuant to the Securities
Act of 1933, as amended, under the Company and FedEx Express's shelf
registration statement on Form S-3 (File No. 333-240157) (the "Registration
Statement"), including the base prospectus therein dated
The foregoing description of the agreements and instruments is qualified in its entirety by reference to such agreements and instruments, copies of which are filed herewith as exhibits and are incorporated by reference herein. This Current Report on Form 8-K is also being filed for the purpose of filing as exhibits to the Registration Statement the documents listed in Item 9.01 below, which are hereby incorporated by reference in the Registration Statement.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information provided in Item 1.01 of this Form 8-K is hereby incorporated by reference into this Item 2.03.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit Number Description of Exhibit 4.1 Pass Through Trust Agreement, dated as ofAugust 13, 2020 betweenFederal Express Corporation andWilmington Trust Company . 4.2 Trust Supplement No. 2020-1AA, dated as ofAugust 13, 2020 , betweenFederal Express Corporation andWilmington Trust Company , as Trustee, to the Pass Through Trust Agreement dated as ofAugust 13, 2020 . 4.3 Guarantee ofFedEx Corporation datedAugust 13, 2020 . 4.4 Form of Pass Through Trust Certificate, Series 2020-1AA (included in Exhibit A to Exhibit 4.2). 4.5 Intercreditor Agreement, dated as ofAugust 13, 2020 , amongWilmington Trust Company , as Trustee of theFedEx Pass Through Trust 2020-1AA,BNP Paribas , acting through itsNew York Branch, as Liquidity Provider, andWilmington Trust Company , as Subordination Agent. 4.6 Revolving Credit Agreement (2020-1AA), dated as ofAugust 13, 2020 , betweenWilmington Trust Company , as Subordination Agent, agent and trustee for the trustee of theFedEx Pass Through Trust 2020-1AA and as Borrower, andBNP Paribas , acting through itsNew York Branch, as Liquidity Provider. †*4.7 Participation Agreement (N126FE), dated as ofAugust 13, 2020 amongFederal Express Corporation ,Wilmington Trust Company , as Pass Through Trustee under the Pass Through Trust Agreements,Wilmington Trust Company , as Subordination Agent,Wilmington Trust Company , as Loan Trustee, andWilmington Trust Company , in its individual capacity as set forth therein. †**4.8 Participation Agreement (N869FD), dated as ofAugust 13, 2020 , amongFederal Express Corporation ,Wilmington Trust Company , as Pass Through Trustee under the Pass Through Trust Agreements,Wilmington Trust Company , as Subordination Agent,Wilmington Trust Company , as Loan Trustee, andWilmington Trust Company , in its individual capacity as set forth therein. *4.9 Indenture and Security Agreement (N126FE), dated as ofAugust 13, 2020 , betweenFederal Express Corporation andWilmington Trust Company , as Loan Trustee. **4.10 Indenture and Security Agreement (N869FD), dated as ofAugust 13, 2020 , betweenFederal Express Corporation andWilmington Trust Company , as Loan Trustee. 4.11 Form of Series 2020-1AA Equipment Notes (included in Exhibit 4.9). 5.1 Opinion ofMark R. Allen , Executive Vice President, General Counsel and Secretary ofFedEx Corporation . 5.2 Opinion ofDavis Polk & Wardwell LLP , special counsel toFedEx Corporation andFederal Express Corporation . 5.3 Opinion ofMorris James LLP , special counsel toWilmington Trust Company . 23.1 Consent of mba Aviation. 23.2 Consent ofAircraft Information Services, Inc. 23.3 Consent ofAvitas, Inc. 23.4 Consent ofMark R. Allen (included in Exhibit 5.1). 23.5 Consent ofDavis Polk & Wardwell LLP (included in Exhibit 5.2). 23.6 Consent ofMorris James LLP (included in Exhibit 5.3). *99.1 Schedule I. **99.2 Schedule II. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
* Pursuant to Instruction 2 to Item 601 of Regulation S-K, Exhibit 99.1 filed
herewith contains a list of documents applicable to the Boeing 767-300F
Aircraft (other than the Aircraft bearing Registration No. N126FE) that relate
to the offering of the FedEx Express Class AA Pass Through Certificates, Series
2020-1AA, which documents are substantially identical to those which are filed
herewith as Exhibits 4.7 and 4.9, except for the information identifying such
Aircraft in question and various information relating to the principal amounts
of the Equipment Notes relating to such Aircraft. Exhibit 99.1 sets forth the
details by which such documents differ from the corresponding representative
sample of documents filed herewith as Exhibits 4.7 and 4.9 with respect to the
Aircraft bearing Registration No. N976JT.
** Pursuant to Instruction 2 to Item 601 of Regulation S-K, Exhibit 99.2 filed
herewith contains a list of documents applicable to the Boeing 777F Aircraft (other than the Aircraft bearing Registration No. N869FD) that relate to the offering of the FedEx Express Class AA Pass Through Certificates, Series 2020-1AA, which documents are substantially identical to those which are filed herewith as Exhibits 4.8 and 4.10, except for the information identifying such Aircraft in question and various information relating to the principal amounts of the Equipment Notes relating to such Aircraft. Exhibit 99.2 sets forth the details by which such documents differ from the corresponding representative sample of documents filed herewith as Exhibits 4.8 and 4.10 with respect to the Aircraft bearing Registration No. N869FD.
† Certain attachments have been omitted pursuant to Item 601(a)(5) of Regulation
S-K because the information contained therein is not material and is not
otherwise publicly disclosed. The Company will furnish supplementally copies of
such attachments to the
request.
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