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$67	Preview Full Doc	2004	Indenture Indenture (306K) Doc #354287: Click preview link for longer preview. INDENTURE ------------- Dated as of March 25, 2004 among FEDEX CORPORATION, AS ISSUER, THE GUARANTORS NAMED HEREIN and WACHOVIA BANK, NATIONAL ASSOCIATION, AS TRUSTEE ------------- $600,000,000 Floating Rate Notes due 2005 $500,000,000 2.65% Notes . . . 354287	FedEx FedEx Corp. ( Air Courier ) ; Royal Bank Royal Bank of Scotland plc As referenced in this Indenture: Royal Bank of Scotland plc, – Merrill Lynch, Pierce, Fenner & Smith Incorporated, Utendahl Capital Group, LLC, KBC Financial Products USA Inc., McDonald Investments Inc., Morgan Keegan & Company, Inc., The Royal Bank of Scotland plc, Scotia Capital (USA) Inc., SunTrust Capital Markets, Inc. and Vining - Sparks IBG, L.P., and certain permitted assigns specified therein. "REGULAR RECORD _____________ dt 713271 ; BofA Securities Banc of America Securities LLC ( Financial ) As referenced in this Indenture: Banc of America Securities LLC – the Registration Rights Agreement, dated as of March 25, 2004, among the Company, the Guarantors named therein and J.P. Morgan Securities Inc., Banc of America Securities LLC , Banc One Capital Markets, Inc., Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Utendahl Capital Group, LLC, KBC Financial Products _____________ dt 712938 ;	Banc One Capital Banc One Capital Markets, Inc. ( Financial ) As referenced in this Indenture: Banc One Capital Markets, Inc – AGREEMENT" means the Registration Rights Agreement, dated as of March 25, 2004, among the Company, the Guarantors named therein and J.P. Morgan Securities Inc., Banc of America Securities LLC, Banc One Capital Markets, Inc ., Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Utendahl Capital Group, LLC, KBC Financial Products USA Inc., McDonald Investments Inc., Morgan Keegan & Company, Inc., The Royal Bank _____________ dt 741695 ; Cede Cede & Co. ( Financial ) As referenced in this Indenture: Cede & Co. – DTC's instructions, shall be delivered by the Trustee on behalf of DTC to and deposited with the Custodian, and in either case shall be registered in the name of Cede & Co. , or such other name as DTC shall specify, and (ii) shall also bear a legend substantially to the following effect: "Unless this certificate is presented by an authorized representative _____________ Cede & Co. – Trust Company, a New York corporation ("DTC"), to the Company or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is _____________ Cede & Co. – certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY _____________ Cede & Co. – by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co. , has an interest herein." (b) If at any time the Depositary for any Global Note notifies the Company that it is unwilling or unable to continue as Depositary for _____________ Cede & Co. – Trust Company, a New York corporation ("DTC"), to the Issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is _____________ dt 748649 ; More...
$38	Preview Full Doc	2004	Supplemental Indenture Supplemental Indenture (21K) Doc #354288: Click preview link for longer preview. FEDEX CORPORATION, as Issuer, THE ADDITIONAL GUARANTORS NAMED HEREIN AND WACHOVIA BANK, NATIONAL ASSOCIATION, as Trustee Supplemental Indenture No. 1 Floating Rate Notes due April 1, 2005 2.65% Notes due April 1, 2007 3.50% Notes due April 1, 2009 SUPPLEMENTAL INDENTURE NO. 1, dated as of . . . 354288	FedEx FedEx Corp. ( Air Courier ) ;	Wachovia Bank Wachovia Bank, NA ( Financial ) As referenced in this Supplemental Indenture: WACHOVIA BANK, NA – DOCUMENT} {TYPE}EX-4.3 {SEQUENCE}5 {FILENAME}a2137621zex-4_3.txt {DESCRIPTION}EXHIBIT 4.3 {TEXT} {Page} EXHIBIT 4.3 FEDEX CORPORATION, as Issuer, THE ADDITIONAL GUARANTORS NAMED HEREIN AND WACHOVIA BANK, NA TIONAL ASSOCIATION, as Trustee Supplemental Indenture No. 1 Floating Rate Notes due April 1, 2005 2.65% Notes due April 1, 2007 3.50% Notes due April 1, 2009 SUPPLEMENTAL _____________ Wachovia Bank, Na – INDENTURE NO. 1, dated as of June 22, 2004, among FedEx Corporation, a Delaware corporation (the "COMPANY"), the undersigned companies listed on EXHIBIT A attached hereto (the "ADDITIONAL GUARANTORS") and Wachovia Bank, Na tional Association, a national banking association, as Trustee (the "TRUSTEE"). RECITALS The Company, the Guarantors party thereto and the Trustee have executed and delivered an Indenture, dated as of March _____________ WACHOVIA BANK, NA – s/ Frederic C. Liskow By: /s/ Mark A. Blinn ------------------------------- --------------------------------------- Name: Frederic C. Liskow Name: Mark A. Blinn Title: Vice President and Title: Vice President and Treasurer Secretary 8 {Page} TRUSTEE WACHOVIA BANK, NA TIONAL ASSOCIATION, as Trustee By: /s/ Greta Wright --------------------------------------- Name: Greta Wright Title: Vice President - Trust Administration 9 {Page} EXHIBIT A ADDITIONAL GUARANTORS {Table} {Caption} STATE OR OTHER JURISDICTION NAME OF _____________ dt 758367
$60	Preview Full Doc	2002	Indenture Indenture (284K) Doc #354364: Click preview link for longer preview. INDENTURE ------------------------ Dated as of _________, 200_ among FEDEX CORPORATION, AS ISSUER, THE GUARANTORS NAMED HEREIN, and __________________, AS TRUSTEE ------------------------ DEBT SECURITIES RECONCILIATION AND TIE BETWEEN . . . 354364	FedEx FedEx Corp. ( Air Courier ) ;	Cede Cede & Co. ( Financial ) As referenced in this Indenture: CEDE & CO. – 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 _____________ CEDE & CO. – 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 _____________ CEDE & CO. – 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 _____________ Cede & Co. – DEPOSITORY. FedEx 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 A-1 {Page} or registered assigns, the principal sum of _______________ DOLLARS on _________,__ ( _____________ dt 748652
$70	Preview Full Doc	2001	Indenture Indenture (288K) Doc #354395: Click preview link for longer preview. INDENTURE ------------------------------------ Dated as of February 12, 2001 among FEDEX CORPORATION, as Issuer, THE GUARANTORS NAMED HEREIN and THE BANK OF NEW YORK, as Trustee ------------------------------------ $250,000,000 6 5/8% Notes due 2004 $250, . . . 354395	FedEx FedEx Corp. ( Air Courier ) ; BofA Securities Banc of America Securities LLC ( Financial ) As referenced in this Indenture: Banc of America Securities LLC – means the Registration Rights Agreement, dated as of February 12, 2001, among the Issuer, the Guarantors and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Banc of America Securities LLC , Chase Securities Inc., Commerzbank Capital Markets Corp. and Credit Suisse First Boston Corporation (the "Purchasers"), and certain permitted assigns specified therein. 8 { _____________ dt 712935 ; BNY Bank of New York ( Money Center Banks ) As referenced in this Indenture: BANK OF NEW YORK, – txt {TEXT} EXHIBIT 4.1 INDENTURE ------------------------------------ Dated as of February 12, 2001 among FEDEX CORPORATION, as Issuer, THE GUARANTORS NAMED HEREIN and THE BANK OF NEW YORK, as Trustee ------------------------------------ $250,000,000 6 5/8% Notes due 2004 $250,000,000 6 7/8% Notes due 2006 $250,000, _____________ Bank of New York, – INDENTURE INDENTURE, dated as of February 12, 2001, among FedEx Corporation, a Delaware corporation (the "Company"), the Guarantors referred to below and The Bank of New York, a New York banking corporation, as trustee (the "Trustee"). RECITALS WHEREAS, the Company has duly authorized the execution and delivery of this _____________ Bank of New York, – trusts. "CUSIP Number" means the alphanumeric designation assigned to a Note by Standard & Poor's Ratings Group, CUSIP Service Bureau. "Custodian" means The Bank of New York, as custodian of the Global Notes for DTC under a custody agreement or any similar successor agreement. "DTC" means The Depository Trust _____________ Bank of New York, – Section 310(b)(1) of the Trust Indenture Act: the indenture dated as of May 15, 1989 between Federal Express Corporation and the Bank of New York, as successor Trustee. 45 {PAGE} SECTION 6.10. Resignation and Removal; Appointment of Successor. (a) No resignation or removal of the Trustee _____________ BANK OF NEW YORK, – in the following form: This is one of the Notes of the series designated therein referred to in the within-mentioned Indenture. THE BANK OF NEW YORK, as Trustee By: As Authenticating Agent By: Authorized Signatory 51 {PAGE} ARTICLE 7 HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY SECTION _____________ dt 708488 ;	Cede Cede & Co. ( Financial ) As referenced in this Indenture: Cede & Co. – instructions, shall be delivered by the Trustee on behalf of DTC to and deposited with the Custodian, and in either case 19 {PAGE} shall be registered in the name of Cede & Co. , or such other name as DTC shall specify, and (ii) shall also bear a legend substantially to the following effect: "Unless this certificate is presented by an authorized representative _____________ Cede & Co. – Trust Company, a New York corporation ("DTC"), to the Company or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is _____________ Cede & Co. – certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY _____________ Cede & Co. – by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co. , has an interest herein." (b) If at any time the Depositary for any Global Note notifies the Company that it is unwilling or unable to continue as Depository for _____________ Cede & Co. – Trust Company, a New York corporation ("DTC"), to the Issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is _____________ dt 748653 ; Chase Securities Chase Securities Inc. ( Financial ) As referenced in this Indenture: Chase Securities Inc – Rights Agreement" means the Registration Rights Agreement, dated as of February 12, 2001, among the Issuer, the Guarantors and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Banc of America Securities LLC, Chase Securities Inc ., Commerzbank Capital Markets Corp. and Credit Suisse First Boston Corporation (the "Purchasers"), and certain permitted assigns specified therein. 8 {PAGE} "Regular Record Date" for the interest payable on any _____________ dt 727132 ; Commerzbank Commerzbank Capital Markets Corp. ( Financial ) As referenced in this Indenture: Commerzbank Capital Markets Corp – the Registration Rights Agreement, dated as of February 12, 2001, among the Issuer, the Guarantors and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Banc of America Securities LLC, Chase Securities Inc., Commerzbank Capital Markets Corp . and Credit Suisse First Boston Corporation (the "Purchasers"), and certain permitted assigns specified therein. 8 {PAGE} "Regular Record Date" for the interest payable on any Interest Payment Date on _____________ dt 747859
$36	Preview Full Doc	2001	Supplemental Indenture Supplemental Indenture (9K) Doc #354396: Click preview link for longer preview. FEDEX CORPORATION, as Issuer, THE GUARANTORS NAMED HEREIN, THE ADDITIONAL GUARANTORS NAMED HEREIN AND THE BANK OF NEW YORK, as Trustee Supplemental Indenture No. 1 6 5/8% Notes due February 12, 2004 6 7/8% Notes due February 15, 2006 7 1/4% Notes due February 15, 2011 . . . 354396	FedEx FedEx Corp. ( Air Courier ) ;	BNY Bank of New York ( Money Center Banks ) As referenced in this Supplemental Indenture: BANK OF NEW YORK, – 3 {FILENAME}apr2701_ex0403.txt {TEXT} EXHIBIT 4.3 FEDEX CORPORATION, as Issuer, THE GUARANTORS NAMED HEREIN, THE ADDITIONAL GUARANTORS NAMED HEREIN AND THE BANK OF NEW YORK, as Trustee Supplemental Indenture No. 1 6 5/8% Notes due February 12, 2004 6 7/8% Notes due February 15, 2006 _____________ Bank of New York, – Guarantors referred to in the Indenture defined below, Federal Express Canada Ltd. and Federal Express Japan K.K. (the "Additional Guarantors"), and The Bank of New York, a New York banking corporation, as Trustee (the "Trustee"). RECITALS The Company, the Guarantors and the Trustee have executed and delivered an _____________ BANK OF NEW YORK, – Harold W. West By: /s/ David J. Ross -------------------------------- -------------------------------- Name: Harold W. West Name: David J. Ross Title: Representative Director Title: Representative Director THE BANK OF NEW YORK, as Trustee By: /s/ Stefan Victory -------------------------------- Name: Stefan Victory Title: Agent 5 {/TEXT} {/DOCUMENT} _____________ dt 708487
$37	Preview Full Doc	2001	Supplemental Indenture Supplemental Indenture (18K) Doc #354397: Click preview link for longer preview. FEDEX CORPORATION, as Issuer, THE GUARANTORS NAMED HEREIN, THE ADDITIONAL GUARANTORS NAMED HEREIN AND THE BANK OF NEW YORK, as Trustee Supplemental Indenture No. 2 6 5/8% Notes due February 12, 2004 6 7/8% Notes due February 15, 2006 7 1/4% Notes due February 15, 2011 . . . 354397	FedEx FedEx Corp. ( Air Courier ) ;	BNY Bank of New York ( Money Center Banks ) As referenced in this Supplemental Indenture: BANK OF NEW YORK, – 4 {FILENAME}apr2701_ex0404.txt {TEXT} EXHIBIT 4.4 FEDEX CORPORATION, as Issuer, THE GUARANTORS NAMED HEREIN, THE ADDITIONAL GUARANTORS NAMED HEREIN AND THE BANK OF NEW YORK, as Trustee Supplemental Indenture No. 2 6 5/8% Notes due February 12, 2004 6 7/8% Notes due February 15, 2006 _____________ Bank of New York, – Express Holdings S.A., Federal Express International, Inc., Federal Express Pacific, Inc., and Federal Express Virgin Islands, Inc. (the "Additional Guarantors"), and The Bank of New York, a New York banking corporation, as Trustee (the "Trustee"). RECITALS The Company, the Guarantors and the Trustee have executed and delivered an _____________ BANK OF NEW YORK, – INC. Attest: By: /s/ CHARLES E. KENNEDY By: /s/ JULIO COLOMBA ------------------------------- ---------------------------------- Name: Charles E. Kennedy Name: Julio Colomba Title: Secretary Title: President THE BANK OF NEW YORK, as Trustee By: /s/ STEFAN VICTORY ---------------------------------- Name: Stefan Victory Title: Agent ------------------------------------------------------------------------------- {/TEXT} {/DOCUMENT} _____________ dt 708486
$81	Preview Full Doc	2005	First Supplemental Indenture First Supplemental Indenture (169K) Doc #875819: Click preview link for longer preview. WORLD AIR HOLDINGS, INC., WORLD AIRWAYS, INC. and WACHOVIA BANK, NATIONAL ASSOCIATION as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of January 10, 2005 to INDENTURE Dated as of December 30, 2003 $25,545,000 8.0% Convertible Senior Subordinated Debentures due 2009 TABLE OF CONTENTS Recitals of Holdings and the Company 1 ARTICLE ONE RELATION TO INDENTURE; DEFINITIONS 2 SECTION 101. Relation to Indenture. 2 SECTION 102. Definitions 2 ARTICLE . . . 875819	World Airways World Airways, Inc. ( Air Courier ) As referenced in this First Supplemental Indenture: WORLD AIRWAYS, INC – EX-4.1 8 a2149692zex-4_1.htm EXHIBIT 4.1 QuickLinks -- Click here to rapidly navigate through this document EXHIBIT 4.1 WORLD AIR HOLDINGS, INC., WORLD AIRWAYS, INC . and WACHOVIA BANK, NATIONAL ASSOCIATION as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of January 10, 2005 to INDENTURE Dated as of December 30, 2003 $25,545,000 8.0% _____________ WORLD AIRWAYS, INC – Certificates for Securities. 44 SECTION 403. Governing Law. 45 ii FIRST SUPPLEMENTAL INDENTURE, dated as of January 10, 2005, among WORLD AIR HOLDINGS, INC., a Delaware corporation (herein called "Holdings"), WORLD AIRWAYS, INC ., a Delaware corporation and a wholly-owned subsidiary of Holdings (herein called the "Company"), and WACHOVIA BANK, NATIONAL ASSOCIATION, a duly organized national banking association existing under the laws _____________ WORLD AIRWAYS, INC – COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE THEN HOLDER OF THIS SECURITY AFTER THE RESALE RESTRICTION TERMINATION DATE. WORLD AIRWAYS, INC . WORLD AIR HOLDINGS, INC. 8.0% Convertible Senior Subordinated Debentures due 2009 No. $ World Airways, Inc., a corporation duly organized and existing under the laws of the State of _____________ World Airways, Inc – REQUEST OF THE THEN HOLDER OF THIS SECURITY AFTER THE RESALE RESTRICTION TERMINATION DATE. WORLD AIRWAYS, INC. WORLD AIR HOLDINGS, INC. 8.0% Convertible Senior Subordinated Debentures due 2009 No. $ World Airways, Inc ., a corporation duly organized and existing under the laws of the State of Delaware (herein called the "Company"), and World Air Holdings, Inc., a corporation duly organized and existing _____________ WORLD AIRWAYS, INC – the Indenture or be valid or obligatory for any purpose. IN WITNESS WHEREOF, the Company and Holdings have caused this instrument to be duly executed under their corporate seals. Dated: WORLD AIRWAYS, INC . By Attest: WORLD AIR HOLDINGS, INC. By Attest: SECTION 310. Amendment to Section 203 of the Indenture. The text of Section 203 of the Indenture (Form of Reverse of _____________ dt 1333015 ;	Wachovia Bank Wachovia Bank, NA ( Financial ) As referenced in this First Supplemental Indenture: WACHOVIA BANK, NA – EX-4.1 8 a2149692zex-4_1.htm EXHIBIT 4.1 QuickLinks -- Click here to rapidly navigate through this document EXHIBIT 4.1 WORLD AIR HOLDINGS, INC., WORLD AIRWAYS, INC. and WACHOVIA BANK, NA TIONAL ASSOCIATION as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of January 10, 2005 to INDENTURE Dated as of December 30, 2003 $25,545,000 8.0% Convertible Senior Subordinated Debentures _____________ WACHOVIA BANK, NA – 2005, among WORLD AIR HOLDINGS, INC., a Delaware corporation (herein called "Holdings"), WORLD AIRWAYS, INC., a Delaware corporation and a wholly-owned subsidiary of Holdings (herein called the "Company"), and WACHOVIA BANK, NA TIONAL ASSOCIATION, a duly organized national banking association existing under the laws of the United States, as Trustee (herein called the "Trustee"). RECITALS OF HOLDINGS AND THE COMPANY The Company _____________ Wachovia Bank, Na – writing and delivered in person or by first class mail (registered or certified with postage prepaid), telex, telecopier or overnight air courier guaranteeing next day delivery to the Trustee at Wachovia Bank, Na tional Association, 1021 East Cary Street, Richmond, VA 23219, Attention: Corporate Trust DepartmentVA 9646, or at any other address previously furnished in writing to the Holders and the Company by _____________ Wachovia Bank, Na – called the "Securities"), limited in aggregate principal amount to $25,545,000 issued under an Indenture, dated as of December 30, 2003 (herein called the "Indenture"), between the Company and Wachovia Bank, Na tional Association, as Trustee (herein called the "Trustee," which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto, including the First Supplemental Indenture, _____________ WACHOVIA BANK, NA – AIR HOLDINGS, INC. By: /s/ RANDY J. MARTINEZ Randy J. Martinez Chief Executive Officer and President Attest: /s/ MARK M. MCMILLIN Mark M. McMillin Assistant General Counsel and Corporate Secretary WACHOVIA BANK, NA TIONAL ASSOCIATION, as Trustee By /s/ SARAH A. MCMAHON Name: S. A. McMahon Title: Vice President Attest: /s/ JOHN M. TURNER Name: John M. Turner Title: Vice President 45 QuickLinks _____________ dt 1386403

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