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Underwriting Agreement
Underwriting Agreement (88K)
Doc #1569328: Click preview link for longer preview.
<DESCRIPTION>FORM OF UNDERWRITING AGREEMENT-DEBT SECURITIES
<TEXT>
<PAGE> 1
[Form of Debt Security Underwriting Agreement]
$[ ]
Atlas Air, Inc.
[ ]% Senior Notes due [ ]
UNDERWRITING AGREEMENT
, 2001
<PAGE> 2
FORM OF
UNDERWRITING AGREEMENT
. . .
1569328
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Atlas Air
As referenced in this Underwriting Agreement:
Atlas Air Worldwide Holdings, Inc – One, Inc., Atlas
Freighter Leasing, Inc., Atlas Freighter Leasing II, Inc., Atlas
Freighter Leasing III, Inc., Atlas Air
6
-5-
Crew Services Limited, Atlas Flightlease, Inc., Genessee Insurance
Company, Atlas Air Worldwide Holdings, Inc ., LHC Properties, Inc. and
AtlasAir Services and Products (A.S.A.P.), Inc. (collectively, the
"Subsidiaries"). Each Subsidiary is a corporation duly organized,
validly existing and in good standing
_____________
dt 1354970
;
|
 Cahill Gordon
As referenced in this Underwriting Agreement:
Cahill Gordon & Reindel, – Commission.
18
-17-
(b) The Underwriters shall have received an opinion, in form
and substance satisfactory to the Underwriters, dated the Closing Date
and addressed to the Underwriters, of Cahill Gordon & Reindel, counsel
for the Company, to the effect that:
(i) The Company is duly incorporated, validly
existing and in good standing under the laws of the State of
Delaware with
_____________
dt 1490246
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Full Doc
| 2006 |
Underwriting Agreement
Underwriting Agreement (97K)
Doc #2286037: Click preview link for longer preview.
FEDEX CORPORATION
(a Delaware corporation)
AND THE GUARANTORS NAMED HEREIN
$500,000,000 Floating Rate Notes due 2007
$500,000,000 5.50% Notes due 2009
UNDERWRITING AGREEMENT
August 3, 2006
BANC OF AMERICA SECURITIES LLC
as Representative of the several Underwriters
c/o Banc of America Securities LLC
9 West 57th Street
New York, New York 10019
Ladies and Gentlemen:
FedEx Corporation, a Delaware corporation (the �Company�), and Federal Express Corporation (�FedEx Express�), FedEx Ground Package System, Inc., FedEx Freight Corporation, FedEx Freight East, Inc. and . . .
2286037
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 BofA Securities
As referenced in this Underwriting Agreement:
BANC OF AMERICA SECURITIES LLC – CORPORATION
(a Delaware corporation)
AND THE GUARANTORS NAMED HEREIN
$500,000,000 Floating Rate Notes due 2007
$500,000,000 5.50% Notes due 2009
UNDERWRITING AGREEMENT
August 3, 2006
BANC OF AMERICA SECURITIES LLC
as Representative of the several Underwriters
c/o Banc of America Securities LLC
9 West 57th Street
New York, New York 10019
Ladies and Gentlemen:
FedEx Corporation, a Delaware
_____________
Banc of America Securities LLC – Rate Notes due 2007
$500,000,000 5.50% Notes due 2009
UNDERWRITING AGREEMENT
August 3, 2006
BANC OF AMERICA SECURITIES LLC
as Representative of the several Underwriters
c/o Banc of America Securities LLC
9 West 57th Street
New York, New York 10019
Ladies and Gentlemen:
FedEx Corporation, a Delaware corporation (the Company), and Federal Express Corporation (FedEx Express), FedEx Ground Package System,
_____________
Banc of America Securities LLC – each subsidiary of the Company that pursuant to the terms of the Indenture referred to below guarantees the Companys obligations under such Indenture, the Guarantors), hereby confirm their agreement with Banc of America Securities LLC (Banc of America) and the other underwriters named in Schedule A hereto (collectively, the Underwriters) for whom Banc of America is acting as representative (in such capacity, the Representative),
_____________
Banc of America Securities LLC – 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 Banc of America Securities LLC at 40 West 57th Street, New York, New York 10019, attention of High Grade Debt Capital Markets Transaction Management, facsimile: (212) 901-7881. Notices to the Company shall be
_____________
BANC OF AMERICA SECURITIES LLC – SERVICES, INC.
By:
/s/ Leslie M. Benners
Name:
Leslie M. Benners
Title:
Senior Vice President and Chief
Financial Officer
CONFIRMED AND ACCEPTED, as of the date first above written:
By:
BANC OF AMERICA SECURITIES LLC
Acting on behalf of itself and the
other named Underwriters
By:
/s/ Lily Chang
Name:
Lily Chang
Title:
Principal
EXHIBIT A
Form of Opinion of
the Executive Vice President
_____________
dt 1572015
;
BNY
As referenced in this Underwriting Agreement:
Bank of New York – Rate Notes, the Securities). The Securities will be issued pursuant to an indenture, to be dated as of August 8, 2006, among the Company, as issuer, the Guarantors, and The Bank of New York Trust Company, N.A., as trustee (the Trustee) and a supplemental indenture to be
dated as of August 8, 2006, among the Company, as issuer, the Guarantors and the Trustee (
_____________
dt 1659252
;
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Citigroup Global
As referenced in this Underwriting Agreement:
Citigroup Global Markets Inc – C-1
SCHEDULE A
Name of Underwriter
Principal
Amount of
Fixed Rate
Notes
Principal
Amount of
Floating Rate
Notes
Banc of America Securities LLC
$
150,000,000
$
150,000,000
Citigroup Global Markets Inc
$
40,000,000
$
95,000,000
Merrill Lynch, Pierce Fenner & Smith Incorporated
$
40,000,000
$
95,000,000
J.P. Morgan Securities Inc.
$
85,000,000
$
30,000,
_____________
Citigroup Global Markets Inc – 8, 2007
Redemption Provisions:
None
Settlement:
T+3; August 8, 2006
Format:
SEC Registered (No. 333-136253)
Ratings:
Baa2; stable
BBB; positive
Book-Running Managers:
Banc of America Securities LLC
Citigroup Global Markets Inc .
Merrill Lynch, Pierce Fenner & Smith Incorporated
Co-Managers:
J.P. Morgan Securities Inc.
SunTrust Capital Markets, Inc.
Daiwa Securities America Inc.
Greenwich Capital Markets, Inc.
KBC Financial Products
_____________
Citigroup Global Markets Inc – Format:
SEC Registered (No. 333-136253)
Ratings:
Baa2; stable
BBB; positive
Book-Running Managers:
Banc of America Securities LLC
J.P. Morgan Securities Inc.
SunTrust Capital Markets, Inc.
Co-Managers:
Citigroup Global Markets Inc .
Merrill Lynch, Pierce Fenner & Smith Incorporated
Daiwa Securities America Inc.
Greenwich Capital Markets, Inc.
KBC Financial Products USA, Inc.
KeyBanc Capital Markets, a Division of McDonald Investments Inc.
_____________
dt 1574834
;
J.P. Morgan
As referenced in this Underwriting Agreement:
J.P. Morgan Securities Inc – LLC
$
150,000,000
$
150,000,000
Citigroup Global Markets Inc
$
40,000,000
$
95,000,000
Merrill Lynch, Pierce Fenner & Smith Incorporated
$
40,000,000
$
95,000,000
J.P. Morgan Securities Inc .
$
85,000,000
$
30,000,000
SunTrust Capital Markets, Inc.
$
85,000,000
$
30,000,000
Daiwa Securities America Inc.
$
20,000,000
$
20,000,000
Greenwich Capital Markets,
_____________
J.P. Morgan Securities Inc – Registered (No. 333-136253)
Ratings:
Baa2; stable
BBB; positive
Book-Running Managers:
Banc of America Securities LLC
Citigroup Global Markets Inc.
Merrill Lynch, Pierce Fenner & Smith Incorporated
Co-Managers:
J.P. Morgan Securities Inc .
SunTrust Capital Markets, Inc.
Daiwa Securities America Inc.
Greenwich Capital Markets, Inc.
KBC Financial Products USA, Inc.
KeyBanc Capital Markets, a Division of McDonald Investments Inc.
Scotia Capital (USA)
_____________
J.P. Morgan Securities Inc – Redemption:
T + 10 basis points
Settlement:
T+3; August 8, 2006
Format:
SEC Registered (No. 333-136253)
Ratings:
Baa2; stable
BBB; positive
Book-Running Managers:
Banc of America Securities LLC
J.P. Morgan Securities Inc .
SunTrust Capital Markets, Inc.
Co-Managers:
Citigroup Global Markets Inc.
Merrill Lynch, Pierce Fenner & Smith Incorporated
Daiwa Securities America Inc.
Greenwich Capital Markets, Inc.
KBC Financial Products USA,
_____________
dt 1497740
;
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