Exhibit 4.5


 


Execution Version


 


INTERCREDITOR AGREEMENT


 


(2020-1)


 


Dated as of August 13, 2020


 


among


 


WILMINGTON TRUST COMPANY

as Trustee of the

FedEx Pass Through Trust 2020-1AA





 


BNP PARIBAS, acting through its New York
branch

as Class AA Liquidity Provider


 


and


 


WILMINGTON TRUST COMPANY

as Subordination Agent


 


 


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Table of Contents


 


	 	 	 	Page
	 	 	 	 
	ARTICLE I DEFINITIONS
	Section 1.01	Definitions	 	1
	 	 	 	 
	ARTICLE II TRUST ACCOUNTS; CONTROLLING PARTY
	 
	Section 2.01	Agreement to Terms of Subordination; Payments from Monies Received Only	 	19
	Section 2.02	Trust Accounts	 	20
	Section 2.03	Deposits to the Collection Account and Special Payments Account	 	21
	Section 2.04	Distributions of Special Payments	 	22
	Section 2.05	Designated Representatives	 	23
	Section 2.06	Controlling Party	 	24
	 	 	 	 
	ARTICLE III RECEIPT, DISTRIBUTION AND APPLICATION OF
    AMOUNTS RECEIVED
	 
	Section 3.01	Written Notice of Distribution	 	26
	Section 3.02	Distribution of Amounts on Deposit in the Collection Account	 	27
	Section 3.03	Other Payments	 	29
	Section 3.04	Payments to the Trustee and the Liquidity Provider	 	30
	Section 3.05	Liquidity Facilities	 	30
	 	 	 	 
	ARTICLE IV EXERCISE OF REMEDIES
	 
	Section 4.01	Directions from the Controlling Party	 	38
	Section 4.02	Remedies Cumulative	 	40
	Section 4.03	Discontinuance of Proceedings	 	40
	Section 4.04	Right of Certificateholders and the Liquidity Provider to Receive Payments Not to Be Impaired	 	40
	 	 	 	 
	ARTICLE V DUTIES OF THE SUBORDINATION AGENT; AGREEMENTS
    OF TRUSTEE, ETC.
	 
	Section 5.01	Notice of Indenture Event of Default or Triggering Event	 	40
	Section 5.02	Indemnification	 	42
	Section 5.03	No Duties Except as Specified in Intercreditor Agreement	 	42
	Section 5.04	Notice from the Liquidity Provider and Trustee	 	42
	 	 	 	 
	ARTICLE VI THE SUBORDINATION AGENT
	 
	Section 6.01	Authorization; Acceptance of Trusts and Duties	 	43
	Section 6.02	Absence of Duties	 	43
	Section 6.03	No Representations or Warranties as to Documents	 	43
	Section 6.04	No Segregation of Monies; No Interest	 	43
	Section 6.05	Reliance; Agents; Advice of Counsel	 	44



 


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	Section 6.06	Capacity in Which Acting	 	44
	Section 6.07	Compensation	 	44
	Section 6.08	May Become Certificateholder	 	44
	Section 6.09	Subordination Agent Required; Eligibility	 	44
	Section 6.10	Money to Be Held in Trust	 	45
	Section 6.11	Notice of Substitution or Replacement of Airframe	 	45
	 	 	 	 
	ARTICLE VII SUCCESSOR SUBORDINATION AGENT
	 	 	 	 
	Section 7.01	Replacement of Subordination Agent; Appointment of Successor	 	45
	 	 	 	 
	ARTICLE VIII SUPPLEMENTS AND AMENDMENTS
	 	 	 	 
	Section 8.01	Amendments, Waivers, Etc.	 	47
	Section 8.02	Subordination Agent Protected	 	52
	Section 8.03	Effect of Supplemental Agreements	 	52
	Section 8.04	Notice to Rating Agencies	 	52
	 	 	 	 
	ARTICLE IX MISCELLANEOUS
	 	 	 	 
	Section 9.01	Termination of Intercreditor Agreement	 	53
	Section 9.02	Intercreditor Agreement for Benefit of Trustee, Liquidity Provider and Subordination Agent	 	53
	Section 9.03	Notices	 	53
	Section 9.04	Severability	 	54
	Section 9.05	No Oral Modifications or Continuing Waivers	 	54
	Section 9.06	Successors and Assigns	 	54
	Section 9.07	Headings	 	55
	Section 9.08	Counterparts	 	55
	Section 9.09	Subordination	 	55
	Section 9.10	Governing Law	 	56
	Section 9.11	Submission to Jurisdiction; Waiver of Jury Trial; Waiver of Immunity	 	56
	Section 9.12	Non-Petition	 	57
	Section 9.13	U.S.A. Patriot Act	 	58
	Section 9.14	Certain Tax Considerations.	 	58



 


ANNEXES


 


Annex A – Aircraft


 


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INTERCREDITOR AGREEMENT


 


This
INTERCREDITOR AGREEMENT, dated as of August 13, 2020, is made by and among WILMINGTON TRUST COMPANY (“Trustee”),
not in its individual capacity but solely as trustee of each Trust (such term and other capitalized terms used herein without
definition being defined as provided in Article ‎I), BNP PARIBAS, acting through
its New York branch (“BNPP”), as Class AA Liquidity Provider, and WILMINGTON TRUST COMPANY (“WTC”),
not in its individual capacity except as expressly set forth herein, but solely as Subordination Agent and trustee hereunder (in
such capacity, together with any successor appointed pursuant to Article ‎VII, the
“Subordination Agent”).


 


WHEREAS, pursuant to
each Indenture with respect to an Aircraft, FedEx will issue on a recourse basis a series of Equipment Notes secured by, among
other things, such Aircraft and may issue one or more series of Additional Equipment Notes and one or more series of Refinancing
Equipment Notes;


 


WHEREAS, pursuant to
each Participation Agreement, each Trust will acquire Equipment Notes having an interest rate identical to the interest rate applicable
to the Certificates issued by such Trust;


 


WHEREAS, pursuant to
the Trust Agreement, the Trust created thereby proposes to issue a single Class of Certificates bearing the interest rate
and having the final distribution date described in such Trust Agreement on the terms and subject to the conditions set forth
therein;


 


WHEREAS, pursuant to
the Underwriting Agreement, the Underwriters propose to purchase the Certificates;


 


WHEREAS, the Class AA
Liquidity Provider proposes to enter into a revolving credit agreement with the Subordination Agent, as agent and trustee for
the Trustee of the Class AA Trust, for the benefit of the Certificateholders of such Trust; and


 


WHEREAS, it is a condition
precedent to the obligations of the Underwriters under the Underwriting Agreement that the Subordination Agent, the Class AA
Trustee and the Class AA Liquidity Provider agree to the terms of subordination set forth in this Agreement in respect of
the Certificates, and the Subordination Agent, the Class AA Trustee and the Class AA Liquidity Provider, by entering
into this Agreement, hereby acknowledge and agree to such terms of subordination and the other provisions of this Agreement;


 


NOW, THEREFORE, in consideration
of the mutual agreements herein contained, and of other good and valuable consideration the receipt and adequacy of which are
hereby acknowledged, the parties hereto agree as follows:


 


ARTICLE I


 


DEFINITIONS


 


Section 1.01     Definitions.
(a) The definitions stated herein apply equally to the singular and the plural forms of the terms defined.


 


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(b)            All
references in this Agreement to designated “Articles”, “Sections” and other subdivisions are to the designated
Articles, Sections and other subdivisions of this Agreement.


 


(c)            The
words “herein”, “hereof” and “hereunder” and other words of similar import refer to this Agreement
as a whole and not to any particular Article, Section or other subdivision.


 


(d)            Unless
the context otherwise requires, whenever the words “including”, “include” or “includes” are
used herein, it shall be deemed to be followed by the phrase “without limitation”.


 


(e)            All
references in this Agreement to a Person shall include successors and permitted assigns of such Person.


 


(f)            For
purposes of this Agreement, unless the context otherwise requires, the following capitalized terms shall have the following meanings:


 


“60-Day
Period” means the 60-day period specified in Section 1110(a)(2)(A) of the Bankruptcy Code.


 


“Acceleration”
means, with respect to the amounts payable in respect of the Equipment Notes issued under any Indenture, such amounts becoming
immediately due and payable by declaration or otherwise. “Accelerate”, “Accelerated” and “Accelerating”
have meanings correlative to the foregoing.


 


“Actual
Disposition Event” means, in respect of any Equipment Note: (i) the sale or disposition by the applicable Loan
Trustee of the Aircraft securing such Equipment Note for cash, (ii) the occurrence of the mandatory redemption date for such
Equipment Note following an Event of Loss (as defined in such Indenture) with respect to such Aircraft or (iii) the sale
by the Subordination Agent of such Equipment Note for cash.


 


“Additional
Certificateholder” has the meaning specified in ‎Section 8.01(d).


 


“Additional
Certificates” has the meaning specified in ‎Section 8.01(d).


 


“Additional
Equipment Notes” has the meaning specified in ‎Section 8.01(d).


 


“Additional
Trust” has the meaning specified in ‎Section 8.01(d).


 


“Additional
Trust Agreement” has the meaning specified in ‎Section 8.01(d).


 


“Additional
Trustee” has the meaning specified in ‎Section 8.01(d).


 


“Adjusted
Interest” means, with respect to any Class of Certificates, as of any Current Distribution Date: (I) any
interest described in clause (II) of this definition accrued prior to the immediately preceding Distribution Date which
remains unpaid and (II) the sum of (A) interest determined at the Stated Interest Rate for the applicable Class for
the period commencing on, and including, the immediately preceding Distribution Date (or, if the Current Distribution Date is
the first Distribution Date, the Closing Date) and ending on, but excluding, the Current Distribution Date, on the Eligible Pool
Balance of the applicable Class on such Current Distribution Date and (B) the sum of interest for each Equipment Note
of the related series with respect to which, or with respect to the Aircraft with respect to which such Equipment Note was issued,
a disposition, distribution, sale or Deemed Disposition Event has occurred since the immediately preceding Distribution Date (but
only if no such event has previously occurred with respect to such Equipment Note), determined at the Stated Interest Rate for
the Certificates of the applicable Class for each day during the period commencing on, and including, the immediately preceding
Distribution Date (or, if the Current Distribution Date is the first Distribution Date, the Closing Date) and ending on, but excluding,
the date of the earliest of such disposition, distribution, sale or Deemed Disposition Event with respect to such Equipment Note
or such Aircraft, as the case may be, on the principal amount of such Equipment Note calculated pursuant to clause (B)(i),
(ii), (iii) or (iv), as applicable, of the definition of Eligible Pool Balance.


 


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“Administration
Expenses” has the meaning specified in clause “first” of ‎Section 3.02.


 


“Advance”
means, with respect to any Liquidity Facility, any Advance as defined in such Liquidity Facility.


 


“Affiliate”
means, with respect to any Person, any other Person directly or indirectly controlling, controlled by or under direct or indirect
common control with such Person. For the purposes of this definition, “control”, when used with respect to any specified
Person, means the power, directly or indirectly, to direct or cause the direction of the management and policies of such Person,
whether through the ownership of voting securities or by contract or otherwise; and the terms “controlling” and “controlled”
have meanings correlative to the foregoing.


 


“Agreement”
means this Intercreditor Agreement, as it may be amended, supplemented or otherwise modified from time to time.


 


“Aircraft”
means, with respect to each Indenture, the “Aircraft” referred to therein.


 


“Appraisal”
has the meaning specified in ‎Section 4.01(a)(iv).


 


“Appraised
Current Market Value” of any Aircraft means the lower of the average and the median of the three most recent Post-Default
Appraisals of such Aircraft.


 


“Appraisers”
means Aircraft Information Services, Inc., Avitas, Inc. and Morten Beyer & Agnew, Inc. or, so long as
the Person entitled or required hereunder to select such Appraiser acts reasonably, any other nationally recognized appraiser
reasonably satisfactory to the Controlling Party.


 


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“Available
Amount” means, with respect to any Liquidity Facility on any drawing date, subject to the proviso contained in the
first sentence of ‎Section 3.05(g), an amount equal to (a) the Stated Amount of such Liquidity Facility at such
time, less (b) the aggregate amount of each Interest Drawing honored by the Liquidity Provider under such Liquidity Facility
on or prior to such date that has not been reimbursed or reinstated as of such date; provided that, following a Downgrade
Drawing (subject to any reinstatement of the obligations of such Liquidity Provider pursuant to ‎Section 2.06(d) of
such Liquidity Facility), a Non-Extension Drawing, a Special Termination Advance or a Final Drawing under such Liquidity Facility,
the Available Amount of such Liquidity Facility shall be zero.


 


“Bankruptcy
Code” means the United States Bankruptcy Code, 11 United States Code §§101 et seq., as amended,
or any successor statutes thereto.


 


“Basic Agreement”
means that certain Pass Through Trust Agreement, dated as of August August 13, 2020, between FedEx and Wilmington Trust
Company, as the same may be amended, supplemented or otherwise modified from time to time in accordance with its terms, but does
not include any Trust Supplement.


 


“Business
Day” means, with respect to the Certificates of any Class, any day other than a Saturday, or a Sunday or a day on
which commercial banks are required or authorized to close in New York, New York, Wilmington, Delaware, or, so long as any Certificate
is outstanding, the city and state in which any Trustee, the Subordination Agent or any related Loan Trustee maintains its Corporate
Trust Office or receives and disburses funds, and that, solely with respect to the making and repayment of draws under any Liquidity
Facility, also is a “Business Day” as defined in such Liquidity Facility.


 


“Cash Collateral
Account” means the Class AA Cash Collateral Account or any other cash collateral account with respect to any
other Class.


 


“Certificate”
means a Class AA Certificate.


 


“Certificate
Buy-Out Event” means that a FedEx Bankruptcy Event has occurred and is continuing and either of the following events
has occurred: (A) (i) the 60-Day Period has expired, and (ii) FedEx has not entered into one or more agreements
under Section 1110(a)(2)(A) of the Bankruptcy Code to perform all of its obligations under all of the Indentures and
cured defaults under all of the Indentures in accordance with Section 1110(a)(2)(B) of the Bankruptcy Code or, if it
has entered into such agreements, has at any time thereafter failed to cure any default under any of the Indentures in accordance
with Section 1110(a)(2)(B) of the Bankruptcy Code; or (B) prior to the expiry of the 60-Day Period, FedEx
shall have abandoned any Aircraft.


 


“Certificateholder”
means, with respect to any Class of Certificates, the Person in whose name a Certificate is registered in the Register for
the Certificates of such Class.


 


“Citizen
of the United States” has the meaning specified for such term in Section 40102(a)(15) of Title 49 of the
United States Code or any similar legislation of the United States enacted in substitution or replacement therefor.


 


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“Class”
means a single class of Certificates issued by a Trust pursuant to a Trust Agreement.


 


“Class AA
Cash Collateral Account” means, in respect of the Class AA Liquidity Facility, an Eligible Deposit Account
in the name of the Subordination Agent maintained at an Eligible Institution, which shall be the Subordination Agent if it so
qualifies, into which amounts shall be deposited as referred to in ‎Section 3.05(f).


 


“Class AA
Certificateholder” means, at any time, any Certificateholder of one or more Class AA Certificates.


 


“Class AA
Certificates” means the certificates issued by the Class AA Trust, substantially in the form of Exhibit A
to the Class AA Trust Agreement, and authenticated by the Class AA Trustee, representing Fractional Undivided Interests
in the Class AA Trust, and any certificates issued in exchange therefor or replacement thereof pursuant to the terms of the
Class AA Trust Agreement.


 


“Class AA
Liquidity Expenses” means all Class AA Liquidity Obligations other than (i) the principal amount of any
Drawings under the Class AA Liquidity Facility and (ii) any interest accrued on any Class AA Liquidity Obligations.


 


“Class AA
Liquidity Facility” means, initially, the Revolving Credit Agreement (2020-1AA), dated as of the date hereof, between
the Subordination Agent, as agent and trustee for the Class AA Trustee, and BNPP and, from and after the replacement of such
agreement pursuant hereto, the Replacement Liquidity Facility therefor, if any, in each case as amended, supplemented or otherwise
modified from time to time in accordance with its terms; provided that, for purposes of any obligation of FedEx, no amendment,
modification or supplement to, or substitution or replacement of, any Class AA Liquidity Facility shall be effective unless
consented to by FedEx.


 


“Class AA
Liquidity Obligations” means all principal, interest, fees and other amounts owing to the Class AA Liquidity
Provider under the Class AA Liquidity Facility, Section 4.02 of the Participation Agreements or the applicable Fee Letter.


 


“Class AA
Liquidity Provider” means BNPP, together with any Replacement Liquidity Provider that has issued a Replacement Liquidity
Facility to replace the Class AA Liquidity Facility pursuant to Section 3.05(c) or 3.05(e).


 


“Class AA
Trust” means the FedEx Pass Through Trust 2020-1AA created and administered pursuant to the Class AA Trust
Agreement.


 


“Class AA
Trust Agreement” means the Basic Agreement, as supplemented by Trust Supplement No. 2020-1AA thereto, dated
as of the date hereof, governing the creation and administration of the FedEx Pass Through Trust 2020-1AA and the issuance
of the Class AA Certificates, as the same may be amended, supplemented or otherwise modified from time to time in accordance
with its terms.


 


“Class AA
Trustee” means Wilmington Trust Company, not in its individual capacity except as expressly set forth in the Class AA
Trust Agreement, but solely as trustee under the Class AA Trust Agreement, together with any successor trustee appointed
pursuant thereto.


 


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“Closing
Date” means August 13, 2020.


 


“Code”
means the Internal Revenue Code of 1986, as amended from time to time, and Treasury Regulations promulgated thereunder.


 


“Collateral”
means, with respect to any Indenture, the “Collateral” referred to therein.


 


“Collection
Account” means the Eligible Deposit Account established by the Subordination Agent pursuant to ‎Section 2.02(a) in
and from which the Subordination Agent shall make deposits and withdrawals in accordance with this Agreement.


 


“Consent
Notice” has the meaning set forth in ‎Section 3.05(d)(ii).


 


“Consent
Period” has the meaning set forth in ‎Section 3.05(d)(ii).


 


“Controlling
Party” means the Person entitled to act as such pursuant to the terms of ‎Section 2.06.


 


“Corporate
Trust Office” means, with respect to any Trustee, the Subordination Agent or any Loan Trustee, the office of such
Person in the city at which, at any particular time, its corporate trust business shall be principally administered, which on
the date hereof is the address set forth in ‎Section 9.03.


 


“Current
Distribution Date” means a Distribution Date specified as a reference date for calculating the Expected Distributions
with respect to the Certificates of any Trust as of such Distribution Date.


 


“Deemed
Disposition Event” means, in respect of any Equipment Note, the continuation of an Indenture Event of Default in
respect of such Equipment Note without an Actual Disposition Event occurring in respect of such Equipment Note for a period of
five years from the date of the occurrence of such Indenture Event of Default.


 


“Designated
Representatives” means the Subordination Agent Representatives, the Trustee Representatives and the LP Representatives
identified under ‎Section 2.05(c).


 


“Distribution
Date” means a Regular Distribution Date or a Special Distribution Date.


 


“Dollars”
or “$” means the lawful currency of the United States.


 


“Downgrade
Date” has the meaning specified in ‎Section 3.05(c)(i).


 


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“Downgrade
Drawing” has the meaning specified in ‎Section 3.05(c)(iii).


 


“Downgrade
Event”, with respect to any Liquidity Facility, has the meaning specified in such Liquidity Facility.


 


“Downgraded
Facility” has the meaning specified in ‎Section 3.05(c)(i).


 


“Drawing”
means an Interest Drawing, a Final Drawing, a Non-Extension Drawing, a Special Termination Advance or a Downgrade Drawing, as
the case may be.


 


“DTC”
means The Depository Trust Company.


 


“Eligible
Deposit Account” means either (a) a segregated account with an Eligible Institution or (b) a segregated
trust account with the corporate trust department of a depository institution organized under the laws of the United States of
America or any one of the states thereof or the District of Columbia (or any U.S. branch of a foreign bank), having corporate
trust powers and acting as trustee for funds deposited in such account, so long as any of the securities of such depository institution
has a Long-Term Rating (or, if a Long-Term Rating is not available, its Short-Term Rating equivalent) of at least A3 from Moody’s
or a Long-Term Rating (or, if a Long-Term Rating is not available, its Short-Term Rating equivalent) of at least A- from S&P.
An Eligible Deposit Account may be maintained with the Subordination Agent or a Liquidity Provider so long as the Subordination
Agent or such Liquidity Provider is an Eligible Institution; provided that the Subordination Agent, in its individual capacity,
or such Liquidity Provider shall have waived all rights of set-off and counterclaim with respect to such account.


 


“Eligible
Institution” means (a) the corporate trust department of the Subordination Agent or any Trustee, as applicable,
or (b) a depository institution organized under the laws of the United States of America or any one of the states thereof
or the District of Columbia (or any U.S. branch of a foreign bank), which has a Long-Term Rating (or, if a Long-Term Rating
is not available, its Short-Term Rating equivalent) of at least A3 from Moody’s or a Long-Term Rating (or, if a Long-Term
Rating is not available, its Short-Term Rating equivalent) of at least A- from S&P.


 


“Eligible
Investments” means investments in (a) obligations of the United States government or agencies thereof, or obligations
guaranteed by the United States government having maturities no later than 365 days following the date of such investment,
(b) open market commercial paper of any corporation incorporated under the laws of the United States or any state thereof
having a Short-Term Rating of at least P-1 or its equivalent by Moody’s and a Long-Term Rating of at least AA- or its equivalent
by S&P and having maturities no later than 365 days following the date of such investment, (c) certificates
of deposit, time deposits, banker’s acceptances, commercial paper or other direct obligations of, or obligations guaranteed
by, commercial banks organized under the laws of the United States or of any political subdivision thereof (or any United States
branch of a foreign bank) having a combined capital and surplus in excess of $500,000,000 which banks or their holding companies
have a Long-Term Rating of at least Aa3 or its equivalent from Moody’s and a Long-Term Rating of at least AA- or its equivalent
from S&P having maturities no later than 365 days following the date of such investment; provided, however,
that the aggregate amount at any one time invested in certificates of deposit issued by any one bank shall not be in excess of 5%
of such bank’s capital and surplus, (d) Dollar denominated offshore certificates of deposit issued by, or offshore
time deposits with, any commercial bank described in clause (c) or any subsidiary thereof having maturities no later
than 365 days following the date of such investment, (e) repurchase agreements with any financial institution having
combined capital and surplus of at least $500,000,000 with any of the obligations described in clauses (a) through (d) as
collateral having maturities no later than 365 days following the date of such investment and (f) shares of United
States Securities and Exchange Commission registered money market mutual fund(s) having a money market fund rating of at
least Aaa-mf or its equivalent from Moody’s and a money market fund rating of at least AAAm or its equivalent from S&P.
If none of the above investments is available, the entire amounts to be invested may be used to purchase Federal funds from an
entity described in clause (c). All Eligible Investments must be held in an Eligible Deposit Account. Any of the investments
described herein may be made through or with, as applicable, the bank acting as Trustee or its Affiliates.


 


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“Equipment
Note Special Payment” means a Special Payment on account of the redemption, purchase or prepayment of all of the
Equipment Notes issued pursuant to an Indenture.


 


“Equipment
Notes” means, at any time, the Series AA Equipment Notes and, any Equipment Notes issued in exchange therefor
or replacement thereof pursuant to the terms of the Indentures.


 


“Eligible
Pool Balance” means, with respect to any Class of Certificates, as of any date of determination, the excess
of (A) the Pool Balance of the such Class as of the immediately preceding Distribution Date (or, if such date of determination
is on or before the first Distribution Date, the original aggregate face amount of such Class) (after giving effect to distributions
made on such date of determination) over (B) the sum of, with respect to each Equipment Note of the related series, one of
the following amounts, if applicable: (i) if there has previously been a sale or disposition by the applicable Loan Trustee
of the applicable Aircraft for cash under the Indenture pursuant to which such Equipment Note was issued, the outstanding principal
amount of such Equipment Note that remains unpaid as of such date of determination subsequent to such sale or disposition and
after giving effect to any distributions of the proceeds of such sale or disposition applied under such Indenture to the payment
of such Equipment Note, (ii) if there has previously been an Event of Loss (as defined in such Indenture) with respect to
the applicable Aircraft to which such Equipment Note relates, the outstanding principal amount of such Equipment Note that remains
unpaid as of such date of determination subsequent to the scheduled date of mandatory redemption of such Equipment Note following
such Event of Loss and after giving effect to the distributions of any proceeds in respect of such Event of Loss applied under
such Indenture to the payment of such Equipment Note, (iii) if such Equipment Note has previously been sold for cash by the
Subordination Agent, the excess, if any, of (x) the outstanding amount of principal and interest as of the date of such sale
by the Subordination Agent of such Equipment Note over (y) the purchase price received with respect to such sale of such
Equipment Note for cash (net of any applicable costs and expenses of such sale) or (iv) if a Deemed Disposition Event has
occurred with respect to such Equipment Note, the outstanding principal amount of such Equipment Note; provided, however,
that if more than one of the clauses (i), (ii), (iii) and (iv) is applicable to any one Equipment Note, only the
amount determined pursuant to the clause that first became applicable shall be counted with respect to such Equipment Note.


 


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“Excess
Liquidity Obligations” means, with respect to an Indenture, the amounts payable under clauses (a), (b), (c),
(d), (e) and (f) of Section 2.14 of such Indenture.


 


“Expected
Distributions” means, with respect to the Certificates of any Trust on any Current Distribution Date, the difference
between (A) the Pool Balance of such Certificates as of the immediately preceding Distribution Date (or, if the Current Distribution
Date is the first Distribution Date after the date of issuance of such Certificates, the original aggregate face amount of the
Certificates of such Trust) and (B) the Pool Balance of such Certificates as of the Current Distribution Date calculated
on the basis that (i) the principal of any Non-Performing Equipment Notes held in such Trust has been paid in full and such
payments have been distributed to the holders of such Certificates, (ii) the principal of any Performing Equipment Notes
held in such Trust has been paid when due (whether at stated maturity or upon prepayment or purchase or otherwise, but without
giving effect to any Acceleration of Performing Equipment Notes) and such payments have been distributed to the holders of such
Certificates and (iii) the principal of any Equipment Notes formerly held in such Trust that have been sold pursuant to the
terms hereof has been paid in full and such payments have been distributed to the holders of such Certificates. For purposes of
calculating Expected Distributions with respect to the Certificates of any Trust, any Premium paid on the Equipment Notes held
in such Trust which has not been distributed to the Certificateholders of such Trust (other than such Premium or a portion thereof
applied to the payment of interest in respect of the Certificates of such Trust or the reduction of the Pool Balance of such Trust)
shall be added to the amount of such Expected Distributions.


 


“Expiry
Date”, with respect to any Liquidity Facility, has the meaning specified in such Liquidity Facility.


 


“FedEx”
means Federal Express Corporation, a Delaware corporation, and its successors and permitted assigns.


 


“FedEx Bankruptcy
Event” means the occurrence and continuation of any of the following:


 


(a)            FedEx
consents to the appointment of or the taking of possession by a receiver, trustee or liquidator of itself or of a substantial
part of its property, admits in writing its inability to pay its debts generally as they come due or makes a general assignment
for the benefit of creditors;


 


(b)            FedEx
files a voluntary petition in bankruptcy or a voluntary petition or an answer seeking reorganization, liquidation or other relief
as a debtor in a case under any bankruptcy laws or insolvency laws (as in effect at such time) or an answer admitting the material
allegations of a petition filed against FedEx as a debtor in any such case, or FedEx seeks relief as a debtor by voluntary petition,
answer or consent, under the provisions of any other bankruptcy or other similar law providing for the reorganization or winding-up
of corporations (as in effect at such time), or FedEx seeks an agreement, composition, extension or adjustment with its creditors
under such laws;


 


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(c)            an
order, judgment or decree is entered by any court of competent jurisdiction appointing, without the consent of FedEx, a receiver,
trustee or liquidator of FedEx or sequestering any substantial part of its property, or granting any other relief in respect of
FedEx as a debtor under any bankruptcy laws or insolvency laws (as in effect at such time), and any such order, judgment or decree
of appointment or sequestration remains in force undismissed, unstayed and unvacated for a period of 90 days after the
date of entry thereof; or


 


(d)            a
petition against FedEx as a debtor in a case under the federal bankruptcy laws or other insolvency laws (as in effect at such
time) is filed and not withdrawn or dismissed within 90 days thereafter, or if, under the provisions of any law providing
for reorganization or winding-up of corporations that applies to FedEx, any court of competent jurisdiction assumes jurisdiction,
custody or control of FedEx or of any substantial part of its property and such jurisdiction, custody or control remains in force
unrelinquished, unstayed and unterminated for a period of 90 days.


 


“FedEx Provisions”
has the meaning specified in ‎Section 8.01(a).


 


“Fee Letter”
means any fee letter entered into among the Subordination Agent, FedEx and a Liquidity Provider and “Fee Letters”
has a correlative meaning.


 


“Final Distributions”
means, with respect to the Certificates of any Trust on any Distribution Date, the sum of (x) the aggregate amount of all
accrued and unpaid interest on such Certificates and (y) the Pool Balance of such Certificates as of the immediately preceding
Distribution Date. For purposes of calculating Final Distributions with respect to the Certificates of any Trust, any Premium
paid on the Equipment Notes held in such Trust which has not been distributed to the Certificateholders of such Trust (other than
such Premium or a portion thereof applied to the payment of interest on the Certificates of such Trust or the reduction of the
Pool Balance of such Trust) shall be added to the amount of such Final Distributions.


 


“Final Drawing”
has the meaning specified in ‎Section 3.05(i).


 


“Final Legal
Distribution Date” means  with respect to the Class AA Certificates, August 20, 2035.


 


“Fractional
Undivided Interest” means the fractional undivided interest in a Trust that is represented by a Certificate relating
to such Trust.


 


“Indenture”
means the Indenture and Security Agreement entered into by the Loan Trustee and FedEx with respect to each aircraft described
in Annex A hereto (and any aircraft substituted therefor pursuant to the related Indenture and Security Agreement), in each
case as the same may be amended, supplemented or otherwise modified from time to time in accordance with its terms.


 


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“Indenture
Event of Default” means, with respect to any Indenture, any Event of Default (as such term is defined in such Indenture)
thereunder.


 


“Interest
Drawing” has the meaning specified in ‎Section 3.05(a).


 


“Interest
Payment Date” means, with respect to any Liquidity Facility, each date on which interest is due and payable under
such Liquidity Facility on a Downgrade Drawing, Non-Extension Drawing, Special Termination Advance or Final Drawing thereunder,
other than any such date on which interest is due and payable under such Liquidity Facility only on an Applied Provider Advance
or an Applied Special Termination Advance (as such terms are defined in such Liquidity Facility).


 


“Investment
Earnings” means investment earnings on funds on deposit in the Trust Accounts net of losses and the Subordination
Agent’s reasonable expenses in making such investments.


 


“Lending
Office” has the meaning specified in the applicable Liquidity Facility.


 


“Lien”
means any mortgage, pledge, lien, charge, claim, disposition of title, encumbrance, lease, sublease or security interest of any
kind, including, without limitation, any of the foregoing arising under any conditional sales or other title retention agreement.


 


“Liquidity
Event of Default”, with respect to any Liquidity Facility, has the meaning specified in such Liquidity Facility.


 


“Liquidity
Expenses” means the Class AA Liquidity Expenses.


 


“Liquidity
Facility” means, at any time, the Class AA Liquidity Facility and any other Liquidity Facility in respect of
any other Class issued in accordance with the terms hereof as the context may require.


 


“Liquidity
Obligations” means the Class AA Liquidity Obligations.


 


“Liquidity
Provider” means, at any time, the Class AA Liquidity Provider or any additional liquidity providers in respect
of any class of Refinancing Certificates or any Additional Certificates as the context may require.


 


“Loan Trustee”
means, with respect to any Indenture, the bank, trust company or other financial institution designated as loan trustee thereunder,
and any successor to such loan trustee.


 


“Long-Term
Rating” means, for any entity (a) in the case of Moody’s, the long-term senior unsecured debt rating
of such entity and (b) in the case of S&P, the long-term issuer credit rating of such entity.


 


“LP Incumbency
Certificate” has the meaning specified in ‎Section 2.05(c).


 


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“LP Representatives”
has the meaning specified in ‎Section 2.05(c).


 


“Majority
in Interest of Noteholders”, with respect to any Indenture, has the meaning specified in such Indenture.


 


“Minimum
Sale Price” means, with respect to any Aircraft or the Equipment Notes issued in respect of such Aircraft, at any
time, the lesser of (1) in the case of the sale of an Aircraft, 80%, or in the case of the sale of such Equipment Notes,
90%, of the Appraised Current Market Value of such Aircraft and (2) the sum of the aggregate Note Target Price of such Equipment
Notes and an amount equal to the Excess Liquidity Obligations in respect of the Indenture under which such Equipment Notes were
issued.


 


“Moody’s”
means Moody’s Investors Service, Inc.


 


“Non-Controlling
Party” means, at any time, any Trustee, Liquidity Provider or other Person a party hereto, which, in each case,
is not the Controlling Party at such time.


 


“Non-Extended
Facility” has the meaning specified in ‎Section 3.05(d)(i).


 


“Non-Extension
Drawing” has the meaning specified in ‎Section 3.05(d)(i).


 


“Non-Performing
Equipment Note” means an Equipment Note issued pursuant to an Indenture that is not a Performing Equipment Note.


 


“Note Target
Price” means, for any Equipment Note issued under any Indenture, (i) the aggregate outstanding principal amount
of such Equipment Note, plus (ii) the accrued and unpaid interest thereon, together with all other sums owing on or in respect
of such Equipment Note under such Indenture (including, without limitation, enforcement costs incurred by the Subordination Agent
in respect of such Equipment Note).


 


“Notice
Date” has the meaning specified in ‎Section 3.05(d)(i).


 


“Operative
Agreements” means this Agreement, the Liquidity Facilities, the Fee Letter(s), the Indentures, the Trust Agreements,
the Parent Guarantee, the Participation Agreements, the Equipment Notes and the Certificates, together with all exhibits and schedules
included with any of the foregoing.


 


“Outstanding”
means, when used with respect to each Class of Certificates, as of the date of determination, all Certificates of such Class theretofore
authenticated and delivered under the related Trust Agreement, except:


 


(i)            Certificates
of such Class theretofore canceled by the Registrar (as defined in such Trust Agreement) or delivered to the Trustee thereunder
or such Registrar for cancellation;


 


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(ii)            all
of the Certificates of such Class for which money in the full amount required to make the Final Distribution with respect
to such Certificates pursuant to Section 11.01 of such Trust Agreement has been theretofore deposited with the related Trustee
in trust for the holders of such Certificates as provided in Section 4.01 of such Trust Agreement, pending distribution of
such money to such Certificateholders pursuant to such Final Distribution payment; and


 


(iii)            Certificates
of such Class in exchange for or in lieu of which other Certificates of such Class have been authenticated and delivered
pursuant to such Trust Agreement;


 


provided,
however, that in determining whether the holders of the requisite Fractional Undivided Interest of such Certificates have
given any request, demand, authorization, direction, notice, consent or waiver hereunder, any Certificates owned by FedEx or any
of its Affiliates shall be disregarded and deemed not to be Outstanding except that, in determining whether the Trustee of the
applicable Trust shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver,
only Certificates that such Trustee knows to be so owned shall be so disregarded. Notwithstanding the foregoing, (x) if FedEx
and its Affiliates own 100% of the Certificates of any Class, such Certificates shall not be so disregarded and (y) if
any amount of such Certificates owned by FedEx and its Affiliates have been pledged in good faith, such Certificates shall not
be disregarded if the pledgee establishes to the satisfaction of the applicable Trustee the pledgee’s right so to act with
respect to such Certificates and that the pledgee is not FedEx or any of its Affiliates.


 


“Overdue
Scheduled Payment” means any Scheduled Payment which is not in fact received by the Subordination Agent within five
days after the Scheduled Payment Date relating thereto.


 


“Parent”
means FedEx Corporation, a Delaware corporation.


 


“Parent
Guarantee” means the guarantee, dated as of the Closing Date, provided by Parent for the benefit of the Trustee,
the Subordination Agent and the Loan Trustee, as the same may be amended, supplemented or otherwise modified from time to time
in accordance with its terms.


 


“Participation
Agreement” means, with respect to each Indenture, the “Participation Agreement” referred to therein,
as the same may be amended, supplemented or otherwise modified from time to time in accordance with its terms.


 


“Payees”
has the meaning specified in ‎Section 2.04(c).


 


“Payment
Default”, with respect to any Indenture, has the meaning specified in such Indenture.


 


“Performing
Equipment Note” means an Equipment Note issued pursuant to an Indenture with respect to which no Payment Default
has occurred and is continuing (without giving effect to any Acceleration); provided that, in the event of a bankruptcy
proceeding in which FedEx is a debtor under the Bankruptcy Code, (i) any payment default occurring before the date of the
order for relief in such proceeding shall not be taken into consideration during the 60-Day Period (or such longer period
as may apply under Section 1110(b) of the Bankruptcy Code) (the “Section 1110 Period”),
(ii) any payment default occurring after the date of the order for relief in such proceeding shall not be taken into consideration
if such payment default is cured under Section 1110(a)(2)(B) of the Bankruptcy Code before the later of 30 days
after the date of such default or the expiration of the Section 1110 Period and (iii) any payment default occurring
after the Section 1110 Period will not be taken into consideration if such payment default is cured before the end of
the grace period, if any, set forth in the related Indenture.


 


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“Performing
Note Deficiency” means any time that less than 65% of the then aggregate outstanding principal amount of all
Series AA Equipment Notes are Performing Equipment Notes.


 


“Person”
means any individual, corporation, limited liability company, partnership, joint venture, association, joint-stock company, trust,
trustee, unincorporated organization or government or any agency or political subdivision thereof.


 


“Pool Balance”
means, with respect to the Certificates of any Class, as of any date, (i) the original aggregate face amount of the Certificates
of such Class less (ii) the aggregate amount of all distributions made in respect of such Certificates of such Class,
other than distributions made as of such date in respect of interest or Premium or reimbursement of any costs or expenses incurred
in connection therewith. The Pool Balance as of any Distribution Date with respect to each Class shall be computed after
giving effect to the payment of principal, if any, on the Equipment Notes or payment with respect to other Trust Property held
in the related Trust and the distribution thereof to be made on such date.


 


“Post-Default
Appraisal” has the meaning specified in ‎Section 4.01(a)(iv).


 


“Premium”
means any “Make-Whole Amount” as such term is defined in any Indenture.


 


“Proceeding”
means any suit in equity, action at law or other judicial or administrative proceeding.


 


“PTC Event
of Default” means, with respect to any Trust Agreement, the failure to distribute within 10 Business Days after
the applicable Distribution Date: (i) the outstanding Pool Balance of the applicable Class of Certificates on the Final
Legal Distribution Date for such Class or (ii) interest scheduled for distribution on such Certificates on any Distribution
Date (unless, in the case of the Class AA Trust Agreement, the Subordination Agent shall have made an Interest Drawing or
a withdrawal from the Cash Collateral Account relating to a Liquidity Facility for such Class, with respect thereto in an aggregate
amount sufficient to pay such interest and shall have distributed such amount to the Trustee entitled thereto).


 


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“Rating
Agencies” means, with respect to any Class of Certificates, collectively, at any time, each nationally recognized
rating agency which shall have been requested to rate such Class of Certificates and which shall then be rating such Class of
Certificates. The initial Rating Agencies for the Certificates will be Moody’s and S&P.


 


“Ratings
Confirmation” means, with respect to any action proposed to be taken, with respect to any Class of Certificates,
a written confirmation from each of the Rating Agencies to the effect that such action would not result in (i) a reduction
of the rating for such Class of Certificates below the then current rating for such Class of Certificates or (ii) a
withdrawal or suspension of the rating of such Class of Certificates.


 


“Refinancing
Certificateholders” has the meaning specified in ‎Section 8.01(c).


 


“Refinancing
Certificate” has the meaning specified in ‎Section 8.01(c).


 


“Refinancing
Equipment Notes” has the meaning specified in ‎Section 8.01(c).


 


“Refinancing
Trust” has the meaning specified in ‎Section 8.01(c).


 


“Refinancing
Trust Agreement” has the meaning specified in ‎Section 8.01(c).


 


“Refinancing
Trustee” has the meaning specified in ‎Section 8.01(c).


 


“Register”,
with respect to any Trust, has the meaning ascribed to such term in the Trust Agreement for such Trust.


 


“Regular
Distribution Dates” means each February 20 and August 20, commencing on February 20, 2021; provided,
however, that, if any such day shall not be a Business Day, the related distribution shall be made on the next succeeding Business
Day without additional interest.


 


“Replacement
Airframe”, with respect to any Indenture, has the meaning specified in such Indenture.


 


“Replacement
Liquidity Facility” means, for any Liquidity Facility, an irrevocable revolving credit agreement (or agreements)
in substantially the form of the replaced Liquidity Facility, including reinstatement provisions, or an agreement (or agreements)
in such other form (which may include, without limitation, one or more letters of credit, surety bonds, financial insurance
policies or guaranties), or any combination thereof, as shall permit the Rating Agencies to confirm in writing their respective
ratings then in effect for the Certificates of the Class with respect to which such Liquidity Facility was issued (before
downgrading of such ratings, if any, as a result of the downgrading, if any, of the applicable Liquidity Provider), in a face
amount (or in an aggregate face amount) equal to the applicable Required Amount and issued by a Person (or Persons) having the
minimum Long-Term Rating specified by each Rating Agency as the applicable Threshold Rating for such Rating Agency and the applicable
Class of Certificates. A Replacement Liquidity Facility for any Class of Certificates may have a stated expiration date
earlier than 15 days after the Final Legal Distribution Date of such Class of Certificates so long as such Replacement
Liquidity Facility provides for a Non-Extension Drawing as contemplated by ‎Section 3.05(d) hereof.


 


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“Replacement
Liquidity Provider” means a Person (or Persons) who issues a Replacement Liquidity Facility.


 


“Required
Amount” means, with respect to any Liquidity Facility or the Cash Collateral Account for any Class, for any day,
the sum of the aggregate amount of interest, calculated at the rate per annum equal to the Stated Interest Rate for the related
Class of Certificates on the basis of a 360-day year comprised of twelve 30-day months, that would be distributable
on such Class of Certificates on each of the three successive Regular Distribution Dates immediately following such day or,
if such day is a Regular Distribution Date, on such day and the two succeeding Regular Distribution Dates, in each case calculated
on the basis of the Pool Balance of such Class of Certificates on such day and without regard to expected future distributions
of principal on such Class of Certificates.


 


“Responsible
Officer” means (i) with respect to the Subordination Agent and the Trustee, any officer in the Corporate Trust
Office of the Subordination Agent or the Trustee, as the case may be, who is responsible for the transaction contemplated hereunder,
or any other officer customarily performing functions similar to those performed by the persons who at the time shall be such
officers or to whom any corporate trust matter is referred because of his knowledge of and familiarity with a particular subject,
and (ii) with respect to a Liquidity Provider, any authorized officer of such Liquidity Provider.


 


“S&P”
means Standard & Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC business.


 


“Scheduled
Payment” means, with respect to any Equipment Note, (i) any payment of principal or interest on such Equipment
Note (other than an Overdue Scheduled Payment) or (ii) any distribution in respect of interest on such Equipment Note to
the Certificateholders of Certificates of the corresponding Class of Certificates with funds drawn under the Liquidity Facility
for such Class or withdrawn from the Cash Collateral Account for such Class, which payment in the case of clause (i) or
clause (ii) represents an installment of principal on such Equipment Note at the stated maturity of such installment,
or the payment of regularly scheduled interest accrued on the unpaid principal amount of such Equipment Note, or both; provided,
however, that any payment of principal, Premium, if any, or interest resulting from the redemption, purchase or prepayment
of any Equipment Note shall not constitute a Scheduled Payment.


 


“Scheduled
Payment Date” means, with respect to any Scheduled Payment, the date on which such Scheduled Payment is scheduled
to be made.


 


“Section 2.04
Fraction” means, with respect to any Special Distribution Date, a fraction, the numerator of which shall be the
amount of principal of the applicable Series AA Equipment Notes being redeemed, purchased or prepaid on such Special Distribution
Date, and the denominator of which shall be the aggregate unpaid principal amount of all Series AA Equipment Notes outstanding
as of such Special Distribution Date immediately before giving effect to such redemption, purchase or prepayment.


 


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“Series AA
Equipment Notes” means the equipment notes issued pursuant to each Indenture by FedEx and authenticated by the Loan
Trustee thereunder, and designated “Series AA Equipment Notes” thereunder, and any such Equipment Notes issued
in exchange therefor or replacement thereof pursuant to the terms of such Indenture.


 


“Short-Term
Rating” means, for any entity, (a) in the case of Moody’s, the short-term senior unsecured debt rating
of such entity and (b) in the case of S&P, the short-term issuer credit rating of such entity.


 


“Special
Distribution Date” means, with respect to any Special Payment, the Business Day chosen by the Subordination Agent
pursuant to ‎Section 2.04(a) for the distribution of such Special Payment in accordance with this Agreement.


 


“Special
Payment” means any payment (other than a Scheduled Payment) in respect of, or any proceeds of, any Equipment Note
or Collateral.


 


“Special
Payments Account” means the Eligible Deposit Account created pursuant to ‎Section 2.02(a) as a sub-account
to the Collection Account.


 


“Special
Termination Advance” has the meaning assigned to such term in the applicable Liquidity Facility.


 


“Special
Termination Notice” with respect to any Liquidity Facility has the meaning assigned to such term (if such term is
used therein) in such Liquidity Facility.


 


“Stated
Amount”, with respect to any Liquidity Facility, means the Maximum Commitment (as defined in such Liquidity Facility)
of the applicable Liquidity Provider thereunder.


 


“Stated
Expiration Date” has the meaning specified in ‎Section 3.05(d).


 


“Stated
Interest Rate” means with respect to the Class AA Certificates, 1.875% per annum.


 


“Subordination
Agent” has the meaning specified in the introductory paragraph to this Agreement.


 


“Subordination
Agent Incumbency Certificate” has the meaning specified in ‎Section 2.05(a).


 


“Subordination
Agent Representatives” has the meaning specified in ‎Section 2.05(a).


 


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“Substitute
Airframe”, with respect to any Indenture, has the meaning specified in such Indenture.


 


“Tax”
and “Taxes” means all governmental fees (including, without limitation, license, filing and registration
fees) and all taxes (including, without limitation, franchise, excise, stamp, value added, income, gross receipts, sales, use
and property taxes), withholdings, assessments, levies, imposts, duties or charges, of any nature whatsoever, together with any
related penalties, fines, additions to tax or interest thereon imposed, withheld, levied or assessed by any country, taxing authority
or governmental subdivision thereof or therein or by any international authority, including any taxes imposed on any Person as
a result of such Person being required to collect and pay over withholding taxes.


 


“Termination
Notice” has the meaning specified in the applicable Liquidity Facility.


 


“Threshold
Rating” means, a Long-Term Rating of Baa2 as determined by Moody’s and a Long-Term Rating of A- as determined
by S&P.


 


“Treasury
Regulations” means regulations, including proposed or temporary regulations, promulgated under the Code. References
herein to specific provisions of proposed or temporary regulations shall include analogous provisions of final Treasury Regulations
or other successor Treasury Regulations.


 


“Triggering
Event” means (x) the occurrence of an Indenture Event of Default under all of the Indentures resulting in a
PTC Event of Default with respect to the most senior Class of Certificates then Outstanding, (y) the Acceleration of
all of the outstanding Equipment Notes or (z) the occurrence of a FedEx Bankruptcy Event.


 


“Trust”
means the Class AA Trust or any other trust with respect to any other Class.


 


“Trust Accounts”
has the meaning specified in ‎Section 2.02(a).


 


“Trust Agreement”
means the Class AA Trust Agreement or any other trust agreement with respect to any other Class.


 


“Trust Property”,
with respect to any Trust, has the meaning specified in the Trust Agreement for such Trust.


 


“Trust Supplement”
means an agreement supplemental to the Basic Agreement pursuant to which (i) a separate trust is created for the benefit
of the holders of Certificates of a Class, (ii) the issuance of the Certificates of a Class representing Fractional
Undivided Interests in such trust is authorized and (iii) the terms of the Certificates of such Class are established,
as such agreement may from time to time be supplemented, amended or otherwise modified.


 


“Trustee”
means the Class AA Trustee, any successor thereto or any Additional Trustee, as the context may require.


 


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“Trustee
Incumbency Certificate” has the meaning specified in ‎Section 2.05(b).


 


“Trustee
Representatives” has the meaning specified in ‎Section 2.05(b).


 


“Unapplied
Provider Advance” has the meaning specified in the applicable Liquidity Facility.


 


“Unapplied
Special Termination Advance ” has the meaning specified in the applicable Liquidity Facility.


 


“Underwriters”
means Citigroup Global Markets, Inc., Deutsche Bank Securities Inc., Morgan Stanley & Co. LLC, BNP Paribas Securities
Corp. and Academy Securities, Inc.


 


“Underwriting
Agreement” means the Underwriting Agreement, dated July 30, 2020 among the Representatives (as defined in the
Underwriting Agreement) of the Underwriters, Parent and FedEx, as the same may be amended, supplemented or otherwise modified
from time to time in accordance with its terms.


 


“United
States” means the United States of America.


 


“Withdrawal
Notice” has the meaning specified in ‎Section 3.05(d)(ii).


 


“Written
Notice” means, from the Subordination Agent, any Trustee or Liquidity Provider, a written instrument executed by
the Designated Representative of such Person. An invoice delivered by a Liquidity Provider pursuant to ‎Section 3.01
in accordance with its normal invoicing procedures shall constitute Written Notice under such Section.


 


ARTICLE II


 


TRUST
ACCOUNTS; CONTROLLING PARTY


 


Section 2.01     Agreement
to Terms of Subordination; Payments from Monies Received Only. (a) The Class AA Trustee hereby (i) acknowledges
and agrees to the terms of subordination and distribution set forth in this Agreement in respect of the Class AA Certificates
and (ii) agrees to enforce such provisions and cause all payments in respect of the Equipment Notes held by the Subordination
Agent and the Class AA Liquidity Facility to be applied in accordance with the terms of this Agreement. In addition, the
Class AA Trustee hereby agrees to cause the Equipment Notes purchased by the Class AA Trust to be registered in the
name of the Subordination Agent or its nominee, as agent and trustee for the Class AA Trustee, to be held in trust by the
Subordination Agent solely for the purpose of facilitating the enforcement of the subordination and other provisions of this Agreement.


 


(a)            Except
as otherwise expressly provided in the next succeeding sentence of this ‎Section 2.01(b), all payments to be made by
the Subordination Agent hereunder shall be made only from amounts received by it that constitute Scheduled Payments, Special Payments
and other payments under the Operative Agreements, including payments under Section 4.02 of the Participation Agreements,
Section 2.14 of the Indentures and the Parent Guarantee, and only to the extent that the Subordination Agent shall have received
sufficient income or proceeds therefrom to enable it to make such payments in accordance with the terms hereof. The Class AA
Trustee and the Subordination Agent hereby agrees, and each Certificateholder, by its acceptance of a Certificate, and the Class AA
Liquidity Provider, by entering into the Class AA Liquidity Facility, has agreed to look solely to such amounts to the extent
available for distribution to it as provided in this Agreement or the applicable Trust Agreement, as the case may be, and that
none of the Class AA Trustee, the Loan Trustee or the Subordination Agent is personally liable to any of them for any amounts
payable or any liability arising under this Agreement, any Trust Agreement, any Liquidity Facility or such Certificate, except
(in the case of the Subordination Agent) as expressly provided herein or (in the case of the Trustee) as expressly provided herein
and in each Trust Agreement or (in the case of the Loan Trustee) as expressly provided in any Operative Agreement.


 


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(b)            Notwithstanding
anything to the contrary in this Agreement and in the other Operative Agreements, the Certificates do not represent indebtedness
of the related Trust, and references in this Agreement and the Operative Agreements to accrued interest or principal amounts payable
on the Certificates of any Class are included only for computational purposes. For purposes of such computations, the Certificates
of any Class shall be deemed to be comprised of interest and principal components, with the principal component deemed to
be the Pool Balance, and the interest component deemed to equal interest accruing at the Stated Interest Rate for such Class of
Certificates from the later of (1) the date of the issuance thereof and (2) the most recent but preceding Distribution
Date to which such interest was distributed to, but excluding, the applicable date of determination, such interest to be considered
payable in arrears and to be calculated on the basis of a 360-day year comprised of twelve 30-day months.


 


Section 2.02     Trust
Accounts. (a) Upon the execution of this Agreement, the Subordination
Agent shall establish and maintain in its name (i) the Collection Account as an Eligible Deposit Account, bearing a designation
clearly indicating that the funds deposited therein are held in trust for the benefit of the Class AA Trustee, the Certificateholders
and the Class AA Liquidity Provider, and (ii) as a sub-account in the Collection Account, the Special Payments Account
as an Eligible Deposit Account, bearing a designation clearly indicating that the funds deposited therein are held in trust for
the benefit of the Class AA Trustee, the Certificateholders and the Class AA Liquidity Provider. The Subordination Agent
shall establish and maintain the Cash Collateral Accounts pursuant to and under the circumstances set forth in ‎Section 3.05(f).
Upon such establishment and maintenance under ‎Section 3.05(f), the Cash Collateral
Accounts shall, together with the Collection Account, constitute the “Trust Accounts” hereunder. Without limiting
the foregoing, all monies credited to the Trust Accounts shall be, and shall remain, the property of the relevant Trust(s).


 


(a)            Funds
on deposit in the Trust Accounts shall be invested and, solely in the case of funds in the Cash Collateral Accounts or the sub-accounts
described in ‎Section 3.05(f), reinvested by the Subordination Agent in Eligible Investments selected by FedEx or its
designated representative if such investments are reasonably available and have maturities no later than the earlier of (i) 90 days
following the date of such investment and (ii) the Business Day immediately preceding the Regular Distribution Date or the
date of the related distribution pursuant to ‎Section 2.04, as the case may be, next following the date of such investment;
provided, however, that, following the making of a Non-Extension Drawing, a Downgrade Drawing or a Special Termination
Advance under any Liquidity Facility, the Subordination Agent shall invest and reinvest the amounts in the applicable Cash Collateral
Account in Eligible Investments pursuant to the written instructions of the Liquidity Provider funding such Drawing, and provided
further, however, that upon the occurrence and during the continuation of a Triggering Event, the Subordination Agent shall
invest and, solely in the case of funds in the Cash Collateral Accounts or the sub-accounts described in ‎Section 3.05(f),
reinvest the amounts on deposit in the Trust Accounts (other than amounts in the Cash Collateral Accounts as a result of a Non-Extension
Drawing, a Downgrade Drawing or a Special Termination Advance, which shall be governed by the foregoing proviso) in Eligible Investments
in accordance with the written instructions of the Controlling Party. Unless otherwise expressly provided in this Agreement (including,
without limitation, with respect to Investment Earnings on amounts on deposit in the Cash Collateral Accounts, ‎Section 3.05(f)),
any Investment Earnings shall be deposited in the Collection Account when received by the Subordination Agent and shall be applied
by the Subordination Agent in the same manner as the other amounts on deposit in the Collection Account are to be applied. The
Subordination Agent’s reasonable fees and expenses actually incurred in making such investments and any losses incurred
in such investments shall be charged against the principal amount invested. The Subordination Agent shall not be liable for any
loss resulting from any investment, reinvestment or liquidation required to be made under this Agreement other than by reason
of its willful misconduct or negligence. Eligible Investments and any other investment required to be made hereunder shall be
held to their maturities except that any such investment may be sold (without regard to its maturity) by the Subordination Agent
without instructions whenever such sale is necessary to make a distribution required under this Agreement. Uninvested funds held
hereunder shall not earn or accrue interest.


 


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(b)            The
Subordination Agent shall possess all right, title and interest in all funds on deposit from time to time in the Trust Accounts
and in all proceeds thereof (including all income thereon, except as otherwise expressly provided herein with respect to Investment
Earnings). The Trust Accounts shall be held in trust by the Subordination Agent under the sole dominion and control of the Subordination
Agent for the benefit of the applicable Trustee, the applicable Certificateholders and the applicable Liquidity Provider, as the
case may be. If, at any time, any of the Trust Accounts ceases to be an Eligible Deposit Account, the Subordination Agent shall
within 10 Business Days (or such longer period, not to exceed 30 calendar days, to which a Rating Agency may consent)
establish a new Collection Account, Special Payments Account or Cash Collateral Account, as the case may be, as an Eligible Deposit
Account and shall transfer any cash and/or any investments to such new Collection Account, Special Payments Account or Cash Collateral
Account, as the case may be. So long as the Subordination Agent is an Eligible Institution, the Trust Accounts shall be maintained
with it as Eligible Deposit Accounts.


 


Section 2.03     Deposits
to the Collection Account and Special Payments Account. (a) The Subordination Agent shall, upon receipt thereof,
deposit in the Collection Account all Scheduled Payments received by it (other than any Scheduled Payment which by the express
terms hereof is to be deposited to a Cash Collateral Account).


 


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(a)            The
Subordination Agent shall, on each day when one or more Special Payments are made to the Subordination Agent as holder of the
Equipment Notes, deposit in the Special Payments Account the aggregate amount of such Special Payments.


 


Section 2.04     Distributions
of Special Payments. (a) Notice of Special Payment. Except
as provided in ‎Section 2.04(c) below, upon receipt by the Subordination
Agent, as registered holder of the Equipment Notes, of any notice of a Special Payment (or, in the absence of any such notice,
upon receipt by the Subordination Agent of a Special Payment), the Subordination Agent shall promptly give notice thereof to the
Class AA Trustee and the Class AA Liquidity Provider. The Subordination Agent shall promptly calculate the amount of
the proceeds of any redemption, purchase or prepayment of any Equipment Note or the amount of any Overdue Scheduled Payment or
the proceeds of Equipment Notes or Collateral, as the case may be, comprising such Special Payment under the applicable Indenture
or Indentures and shall promptly send to the Class AA Trustee and the Class AA Liquidity Provider a Written Notice of
such amount and the amount allocable to each Trust. Such Written Notice shall also set the distribution date for such Special
Payment (a “Special Distribution Date”), which shall be the Business Day which immediately follows the later
to occur of (x) the 15th day after the date of such Written Notice and (y) the date the Subordination
Agent has received or expects to receive such Special Payment. Amounts on deposit in the Special Payments Account shall be distributed
in accordance with Sections ‎2.04(b) and ‎2.04(c) and
Article ‎III hereof, as applicable.


 


For
the purposes of the application of any Special Payment in respect of any Equipment Note to be distributed on any Special Distribution
Date in accordance with ‎Section 3.02 hereof, so long as no Indenture Event of Default
shall have occurred and be continuing under any Indenture:


 


(i)            clause “second”
thereof shall be deemed to read as follows: “second, accrued and unpaid Liquidity Expenses then overdue plus an amount equal
to all accrued and unpaid Liquidity Expenses not yet overdue multiplied by the ‎Section 2.04 Fraction shall be distributed
to the Class AA Liquidity Provider”;


 


(ii)            clause “third”
thereof shall be deemed to read as follows: “third, (i) such amount as shall be required to pay accrued and unpaid
interest then overdue on all Liquidity Obligations (at the rate, or in the amount, provided in the Class AA Liquidity Facility)
plus an amount equal to the amount of accrued and unpaid interest on the Liquidity Obligations not yet overdue multiplied by the
‎Section 2.04 Fraction, and (ii) if one or more Special Termination Advances have been made under the Class AA
Liquidity Facility and have not been converted into a Final Drawing, the outstanding amount of such Special Termination Advances,
shall be distributed to the Class AA Liquidity Provider”; and


 


(iii)            clause “seventh”
thereof shall be deemed to read as follows: “seventh, such amount as shall be required to pay accrued, due and unpaid interest
at the Stated Interest Rate on the outstanding Pool Balance of the Class AA Certificates, together with (without duplication)
any other accrued and unpaid interest at the Stated Interest Rate on the outstanding principal amount of the Series AA Equipment
Notes held in the Class AA Trust being redeemed, purchased or prepaid shall be paid to the Class AA Trustee”.


 


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(b)            Investment
of Amounts in Special Payments Account. Any amounts on deposit in the Special Payments Account prior to the distribution thereof
pursuant to ‎Section 2.04 or ‎3.02 shall be invested in accordance with ‎Section 2.02(b). Investment
Earnings on such investments shall be distributed in accordance with Article ‎III hereof.


 


(c)            Certain
Payments. Except for amounts constituting Liquidity Obligations which shall be distributed as provided in ‎Section 3.02,
the Subordination Agent will distribute promptly upon receipt thereof (i) any indemnity payment or expense reimbursement
received by it from Parent or FedEx in respect of the Class AA Trustee or the Class AA Liquidity Provider (collectively,
the “Payees”) and (ii) any compensation received by it from Parent or FedEx under any Operative Agreement
in respect of any Payee, directly to the Person entitled thereto, provided that if such Payee has previously received from
the Collection Account such payment, compensation or reimbursement, then the Subordination Agent shall deposit such amount in
the Collection Account.


 


Section 2.05     Designated
Representatives. (a) With the delivery of this Agreement, the Subordination Agent shall furnish to the Class AA
Liquidity Provider and the Class AA Trustee, and from time to time thereafter may furnish to the Class AA Liquidity
Provider and the Class AA Trustee, at the Subordination Agent’s discretion, or upon the Class AA Liquidity Provider’s
or the Class AA Trustee’s request (which request shall not be made more than one time in any 12-month period),
a certificate (a “Subordination Agent Incumbency Certificate”) of a Responsible Officer of the Subordination
Agent certifying as to the incumbency and specimen signatures of the officers of the Subordination Agent and the attorney-in-fact
and agents of the Subordination Agent (the “Subordination Agent Representatives”) authorized to give Written
Notices on behalf of the Subordination Agent hereunder. Until the Class AA Liquidity Provider and the Class AA Trustee
receives a subsequent Subordination Agent Incumbency Certificate, it shall be entitled to rely on the last Subordination Agent
Incumbency Certificate delivered to it hereunder.


 


(a)            With
the delivery of this Agreement, the Class AA Trustee shall furnish to the Subordination Agent, and from time to time thereafter
may furnish to the Subordination Agent, at the Class AA Trustee’s discretion, or upon the Subordination Agent’s
request (which request shall not be made more than one time in any 12-month period), a certificate (with respect to each
the Class AA Trustee, a “Trustee Incumbency Certificate”) of a Responsible Officer of the Class AA
Trustee certifying as to the incumbency and specimen signatures of the officers of the Class AA Trustee and the attorney-in-fact
and agents of the Trustee (with respect to the Class AA Trustee, the “Trustee Representatives”) authorized
to give Written Notices on behalf of the Class AA Trustee hereunder. Until the Subordination Agent receives a subsequent
Trustee Incumbency Certificate from the Class AA Trustee, it shall be entitled to rely on the last Trustee Incumbency Certificate
with respect to the Class AA Trustee delivered to it hereunder.


 


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(b)            With
the delivery of this Agreement, the Class AA Liquidity Provider shall furnish to the Subordination Agent, and from time to
time thereafter may furnish to the Subordination Agent, at the Class AA Liquidity Provider’s discretion, or upon the
Subordination Agent’s request (which request shall not be made more than one time in any 12-month period), a certificate
(with respect to the Class AA Liquidity Provider, an “LP Incumbency Certificate”) of a Responsible Officer
of the Class AA Liquidity Provider certifying as to the incumbency and specimen signatures of the officers of the Class AA
Liquidity Provider and the attorney-in-fact and agents of the Class AA Liquidity Provider (with respect to the Class AA
Liquidity Provider, the “LP Representatives” and, together with the Subordination Agent Representatives and
the Trustee Representatives, the “Designated Representatives”) authorized to give Written Notices on behalf
of the Class AA Liquidity Provider hereunder. Until the Subordination Agent receives a subsequent LP Incumbency Certificate
from the Class AA Liquidity Provider, it shall be entitled to rely on the last LP Incumbency Certificate with respect to
the Class AA Liquidity Provider delivered to it hereunder.


 


Section 2.06     Controlling
Party. (a) Subject to ‎Section 8.01(b),
the Trustee and each Liquidity Provider hereby agree that, with respect to any Indenture at any given time, the Loan Trustee thereunder
will be directed: (i) so long as no Indenture Event of Default has occurred and is continuing thereunder, in taking, or refraining
from taking, any action under such Indenture or with respect to the Equipment Notes issued thereunder by a Majority in Interest
of Noteholders of such Equipment Notes (provided that, for so long as the Subordination Agent is the registered holder
of such Equipment Notes, the Subordination Agent shall act with respect to this clause ‎(i) in
accordance with the directions of the Trustee (in the case of the Trustee, with respect to the Equipment Notes issued under such
Indenture and held as Trust Property of the Trust) constituting, in the aggregate, directions with respect to an outstanding principal
amount of such Equipment Notes that, if held by the Trustee directly, would make the Trustee a Majority in Interest of Noteholders),
and (ii) after the occurrence and during the continuance of an Indenture Event of Default thereunder, in taking, or refraining
from taking, any action under such Indenture or with respect to such Equipment Notes issued thereunder, including exercising remedies
thereunder (including Accelerating the Equipment Notes issued thereunder or foreclosing the Lien created thereunder on the Aircraft
securing such Equipment Notes), by the Controlling Party.


 


(a)            Subject
to paragraph ‎(c) below, the “Controlling Party” shall be (i) the Class AA Trustee and (ii) upon
payment of Final Distributions to the holders of Class AA Certificates, but, if any class or classes of Additional Certificates
are outstanding, prior to payment of Final Distributions to the holders of the most senior, in priority of payment of “Expected
Distributions” under this Agreement, class of Additional Certificates, the Additional Trustee for the Additional Trust related
to such most senior class of Additional Certificates. For purposes of giving effect to the provisions of ‎Section 2.06(a) and
this ‎Section 2.06(b), the Trustees (other than the Controlling Party) irrevocably agree (and the Certificateholders
(other than the Certificateholders represented by the Controlling Party) shall be deemed to agree by virtue of their purchase
of Certificates) that the Subordination Agent, as record holder of the Equipment Notes, and subject always to the provisions of
‎Section 2.06(a) and Article ‎VIII, shall exercise its voting rights in respect of the Equipment Notes
so held by the Subordination Agent as directed by the Controlling Party and any vote so exercised shall be binding upon the Trustees
and all Certificateholders.


 


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The Subordination Agent
shall give Written Notice to all of the other parties to this Agreement promptly upon a change in the identity of the Controlling
Party. Each of the parties hereto agrees that it shall not exercise any of the rights of the Controlling Party at such time as
it is not the Controlling Party hereunder; provided, however, that nothing herein contained shall prevent or prohibit
any Non-Controlling Party from exercising such rights as shall be specifically granted to such Non-Controlling Party hereunder
and under the other Operative Agreements.


 


(b)            Notwithstanding
the foregoing, at any time after 18 months from the earliest to occur of (i) the date on which the entire Available
Amount as of such date under any Liquidity Facility shall have been drawn (for any reason other than a Downgrade Drawing or a
Non-Extension Drawing but including a Final Drawing, a Special Termination Advance or a Downgrade Drawing or Non-Extension Drawing
that has been converted into a Final Drawing under such Liquidity Facility) and remains unreimbursed, (ii) the date on which
the entire amount of any Downgrade Drawing or Non-Extension Drawing under any Liquidity Facility shall have become and remain
“Applied Downgrade Advances” or “Applied Non-Extension Advances”, as the case may be, under and as defined
in such Liquidity Facility and (iii) the date on which all Equipment Notes under all Indentures shall have been Accelerated
(provided that in the event of a bankruptcy proceeding under the Bankruptcy Code in which FedEx is a debtor, any amounts
payable in respect of Equipment Notes which have become immediately due and payable by declaration or otherwise shall not be considered
Accelerated for purposes of this subclause ‎(iii) until the expiration of the 60-Day Period or such longer
period as may apply under Section 1110(a)(2)(B) or Section 1110(b) of the Bankruptcy Code), the Liquidity
Provider with the greatest amount of unreimbursed Liquidity Obligations owed to it (so long as such Liquidity Provider has not
defaulted in its obligation to make any Drawing under its Liquidity Facility) shall have the right to elect, by Written Notice
to the Subordination Agent and the Trustee, to become the Controlling Party hereunder with respect to any Indenture at any time
from and including the last day of such 18-month period.


 


(c)            [Reserved].


 


(d)            The
exercise of remedies by the Controlling Party under this Agreement shall be expressly limited by Sections ‎4.01(a)(ii) and ‎4.01(a)(iii) hereof.


 


(e)            The
Controlling Party shall not be entitled to require or obligate any Non-Controlling Party to provide funds necessary to exercise
any right or remedy hereunder.


 


(f)            Notwithstanding
anything contained herein, neither the Controlling Party nor the Subordination Agent shall be authorized or empowered to do anything
that would cause any Trust to fail to qualify as a “grantor trust” for federal income tax purposes.


 


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ARTICLE III


 


RECEIPT,
DISTRIBUTION AND APPLICATION OF AMOUNTS RECEIVED


 


Section 3.01     Written
Notice of Distribution. (a) No later than 3:00 P.M. (New York City time) on the Business Day immediately
preceding each Distribution Date, each of the following Persons shall deliver to the Subordination Agent a Written Notice setting
forth the following information as at the close of business on such Business Day:


 


(i)              With
respect to the Class AA Certificates, the Class AA Trustee shall separately set forth the amounts to be paid in accordance
with clause “first” (to reimburse payments made by the Trustee or the Class AA Certificateholders, as the
case may be, pursuant to subclause (ii) or (iv) of clause “first”) of ‎Section 3.02 hereof,
subclauses (ii) and (iii) of clause “sixth” of ‎Section 3.02 hereof and clauses “seventh”
and “eighth” of ‎Section 3.02 hereof;


 


(ii)              [Reserved];


 


(iii)            With
respect to the Class AA Liquidity Facility, the Class AA Liquidity Provider thereunder shall separately set forth the
amounts to be paid to it in accordance with subclauses (iii) and (iv) of clause “first” of ‎Section 3.02
hereof, clause “second” of ‎Section 3.02 hereof, clause “third” of ‎Section 3.02
hereof, clause “fourth” of ‎Section 3.02 hereof and clause “fifth” of ‎Section 3.02
hereof; and


 


(iv)            The
Class AA Trustee shall set forth the amounts to be paid in accordance with clause “sixth” of ‎Section 3.02
hereof.


 


(b)            At
such time as a Trustee or a Liquidity Provider shall have received all amounts owing to it (and, in the case of a Trustee, the
Certificateholders for which it is acting) pursuant to ‎Section 3.02 hereof, as applicable, and, in the case of a Liquidity
Provider, its commitment or obligations under the related Liquidity Facility shall have terminated or expired, such Person shall,
by a Written Notice, so inform the Subordination Agent, FedEx and each other party to this Agreement.


 


(c)            As
provided in ‎Section 6.05, the Subordination Agent shall be fully protected in relying on any of the information set
forth in a Written Notice provided by any Trustee or any Liquidity Provider pursuant to paragraphs ‎(a) and ‎(b) above
and shall have no independent obligation to verify, calculate or recalculate any amount set forth in any Written Notice delivered
in accordance with such paragraphs.


 


(d)            Any
Written Notice delivered by a Trustee, a Liquidity Provider or the Subordination Agent, as applicable, pursuant to ‎Section 3.01,
if made prior to 10:00 A.M. (New York City time) on any Business Day shall be effective on the date delivered (or if
delivered later on a Business Day or if delivered on a day that is not a Business Day shall be effective as of the next Business
Day). Subject to the terms of this Agreement, the Subordination Agent shall as promptly as practicable comply with any such instructions;
provided, however, that any transfer of funds pursuant to any instruction received after 10:00 A.M. (New
York City time) on any Business Day may be made on the next succeeding Business Day.


 


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(e)            In
the event the Subordination Agent shall not receive from any Person any information set forth in paragraph ‎(a) above
which is required to enable the Subordination Agent to make a distribution to such Person pursuant to ‎Section 3.02 hereof,
the Subordination Agent shall request such information and, failing to receive any such information, the Subordination Agent shall
not make such distribution(s) to such Person. In such event, the Subordination Agent shall make distributions pursuant to
clauses “first” through “eighth” of ‎Section 3.02 to the extent it shall have sufficient
information to enable it to make such distributions, and shall continue to hold any funds remaining on the terms hereof, including
‎Section 2.02(b), after making such distributions, until the Subordination Agent shall receive all necessary information
to enable it to distribute any funds so withheld, and upon receipt of the information necessary to distribute any funds so withheld,
the Subordination Agent shall distribute such funds.


 


(f)            On
such dates (but not more frequently than monthly) as any Liquidity Provider or any Trustee shall request, but in any event automatically
at the end of each calendar quarter, the Subordination Agent shall send to such party a written statement reflecting all amounts
on deposit with the Subordination Agent pursuant to ‎Section 3.01(e).


 


The
notices required under ‎Section 3.01(a) may be in the form of a schedule or
similar document provided to the Subordination Agent by the parties referenced therein or by any one of them, which schedule or
similar document may state that, unless there has been a prepayment of the Equipment Notes, such schedule or similar document
is to remain in effect until any substitute notice or amendment shall be given to the Subordination Agent by the party providing
such notice.


 


Section 3.02     Distribution
of Amounts on Deposit in the Collection Account. Except as otherwise provided in Sections ‎2.04,
‎3.01(e), ‎3.03, ‎3.05(b) and ‎3.05(l),
amounts on deposit in the Collection Account (including amounts on deposit in the Special Payments Account) shall be promptly
distributed on each Regular Distribution Date (or, in the case of any amount described in Sections ‎2.04(a) or ‎2.04(b),
on the Special Distribution Date thereof) in the following order of priority and in accordance with the information provided to
the Subordination Agent pursuant to ‎Section 3.01(a):


 


first,
such amount as shall be required to reimburse (i) the Subordination Agent for any reasonable out-of-pocket costs and expenses
actually incurred by it (to the extent not previously reimbursed) or reasonably expected to be incurred by it for the period ending
on the next succeeding Regular Distribution Date (which shall not exceed $150,000 unless approved in writing by the Controlling
Party and accompanied by evidence that such costs are actually expected to be incurred) in the protection of, or the realization
of the value of, the Equipment Notes or any Collateral, shall be applied by the Subordination Agent in reimbursement of such costs
and expenses, (ii) the Class AA Trustee for any amounts of the nature described in clause (i) above actually
incurred by it under the applicable Trust Agreement (to the extent not previously reimbursed), shall be distributed to the Trustee,
(iii) the Class AA Liquidity Provider for any amounts of the nature described in clause (i) above actually
incurred by it (to the extent not previously reimbursed), shall be distributed to the Class AA Liquidity Provider, and (iv) the
Class AA Liquidity Provider or any Certificateholder for payments, if any, made by it to the Subordination Agent or the Trustee
in respect of amounts described in clause (i) above actually incurred by it (to the extent not previously reimbursed)
(collectively, the “Administration Expenses”), shall be distributed to the Class AA Liquidity Provider
or the Class AA Trustee for the account of such Certificateholder, in each such case, pro rata on the basis of all amounts
described in clauses (i) through (iv) above;


 


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second,
such amount as shall be required to pay all accrued and unpaid Liquidity Expenses owed to the Class AA Liquidity Provider
(other than amounts distributed pursuant to clause “first” of this ‎Section 3.02)
shall be distributed to the Class AA Liquidity Provider;


 


third,
(i) such amount as shall be required to pay the aggregate amount of accrued and unpaid interest on all Liquidity Obligations
(at the rate, or in the amount, provided in the Class AA Liquidity Facility) shall be distributed to the Class AA Liquidity
Provider and, after giving effect to clause (i) above, (ii) if one or more Special Termination Advances have been
made under the Class AA Liquidity Facility that have not been converted into a Final Drawing, the outstanding amount of such
Special Termination Advances shall be distributed to the Class AA Liquidity Provider;


 


fourth,
such amount as shall be required (A) if the Class AA Cash Collateral Account had been previously funded as provided
in ‎Section 3.05(g), unless (i) on such Distribution Date a Performing Note
Deficiency exists and a Liquidity Event of Default shall have occurred and be continuing with respect to the Class AA Liquidity
Facility or (ii) a Final Drawing shall have occurred with respect to the Class AA Liquidity Facility or an Interest
Drawing for the Class AA Liquidity Facility shall have been converted into a Final Drawing, to fund the Class AA Cash
Collateral Account up to its Required Amount shall be deposited in the Class AA Cash Collateral Account, (B) if the
Class AA Liquidity Facility shall become a Downgraded Facility or a Non-Extended Facility at a time when unreimbursed Interest
Drawings under the Class AA Liquidity Facility have reduced the Available Amount thereunder to zero, unless (i) on such
Distribution Date a Performing Note Deficiency exists and a Liquidity Event of Default shall have occurred and be continuing with
respect to the Class AA Liquidity Facility or (ii) a Final Drawing shall have occurred or an Interest Drawing shall
have been converted into a Final Drawing, to fund the Class AA Cash Collateral Account up to its Required Amount shall be
deposited in the Class AA Cash Collateral Account, and (C) if neither subclause (A) nor subclause (B) of
this clause “fourth” is applicable, to pay or reimburse the Class AA Liquidity Provider in an amount equal
to the outstanding amount of all Liquidity Obligations then due under the Class AA Liquidity Facility (other than amounts
distributed pursuant to clauses “first”, “second” or “third” of this ‎Section 3.02),
pro rata on the basis of the amounts of all such fundings and/or unreimbursed Liquidity Obligations payable to the Class AA
Liquidity Provider;


 


fifth,
if, with respect to the Class AA Liquidity Facility, any amounts are to be distributed pursuant to either subclause (A) or
(B) of clause “fourth” above, then the Class AA Liquidity Provider shall be paid the excess of (x) the
aggregate outstanding amount of unreimbursed Advances (whether or not then due) under the Class AA Liquidity Facility over
(y) the Required Amount for the Class AA Cash Collateral Account without duplication of any amounts distributed pursuant
to clauses “first”, “second”, “third”, and “fourth” of this ‎Section 3.02;


 


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sixth,
such amount as shall be required to reimburse or pay (i) the Subordination Agent for any Tax (other than Taxes imposed on
compensation paid hereunder), expense, fee, charge or other loss incurred by, or any other amount payable to, the Subordination
Agent in connection with the transactions contemplated hereby (to the extent not previously reimbursed), shall be applied by the
Subordination Agent in reimbursement of such amount, (ii) the Class AA Trustee for any Tax (other than Taxes imposed
on compensation paid under the applicable Trust Agreement), expense, fee, charge or other loss incurred by, or any other amount
payable to, the Class AA Trustee under the Class AA Trust Agreement (to the extent not previously reimbursed), shall
be distributed to the Class AA Trustee, and (iii) each Certificateholder for payments, if any, made by it pursuant to
‎Section 5.02 hereof in respect of amounts described in clause (i) above
(without duplication of any amounts distributed pursuant to subclause (iv) of clause “first” of this
‎Section 3.02) shall be distributed to the Class AA Trustee for the account
of such Certificateholder, in each such case, pro rata, without duplication, on the basis of all amounts described in clauses (i) through
(iii) above;


 


seventh,
such amount as shall be required to pay in full accrued and unpaid interest at the Stated Interest Rate on the Pool Balance of
the Class AA Certificates shall be distributed to the Class AA Trustee;


 


eighth,
such amount as shall be required to pay in full Expected Distributions to the holders of the Class AA Certificates on such
Distribution Date shall be distributed to the Class AA Trustee; and


 


ninth,
the balance, if any, of any such amount remaining thereafter shall be held in the Collection Account for later distribution in
accordance with this Article ‎III.


 


With
respect to clauses “first” and “sixth” above, no amounts shall be reimbursable to the Subordination
Agent, the Class AA Trustee, the Class AA Liquidity Provider or any Certificateholder for any payments made by
any such Person in connection with any Equipment Note that is no longer held by the Subordination Agent (to the extent that such
payments relate to periods after such Equipment Note ceases to be held by the Subordination Agent).


 


Section 3.03     Other
Payments. (a) Any payments received by the Subordination Agent
for which no provision as to the application thereof is made in this Agreement shall be distributed by the Subordination Agent
(i) in the order of priority specified in ‎Section 3.02 hereof and (ii) to
the extent received or realized at any time after the Final Distributions for each Class of Certificates have been made,
in the manner provided in clause “first” of ‎Section 3.02 hereof.


 


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(a)            Notwithstanding
the priority of payments specified in ‎Section 3.02, in the event any Investment Earnings on amounts on deposit in any
Cash Collateral Account resulting from an Unapplied Provider Advance or an Unapplied Special Termination Advance are deposited
in the Collection Account or the Special Payments Account, such Investment Earnings shall be used to pay interest payable in respect
of such Unapplied Provider Advance or such Unapplied Special Termination Advance, as the case may be, to the extent of such Investment
Earnings, and any excess of such Investment Earnings over such interest, if any, shall be treated in the same manner as amounts
on deposit in the Cash Collateral Accounts pursuant to ‎Section 3.05(f)(vii) at the time of the application of such
Section .


 


(b)            If
the Subordination Agent receives any Scheduled Payment after the Scheduled Payment Date relating thereto, but prior to such payment
becoming an Overdue Scheduled Payment, then the Subordination Agent shall deposit such Scheduled Payment in the Collection Account
and promptly distribute such Scheduled Payment in accordance with the priority of distributions set forth in ‎Section 3.02;
provided that, for the purposes of this ‎Section 3.03(c) only, each reference in clause “eighth”
of ‎Section 3.02 to “Distribution Date” shall be deemed to refer to such Scheduled Payment Date.


 


Section 3.04     Payments
to the Trustee and the Liquidity Provider. Any amounts distributed hereunder to the Class AA Liquidity Provider
shall be paid by wire transfer of funds to the account that the Class AA Liquidity Provider shall provide to the Subordination
Agent. The Subordination Agent shall provide a Written Notice of any such transfer to the Class AA Liquidity Provider at
the time of such transfer. Any amounts distributed hereunder by the Subordination Agent to the Class AA Trustee that is not
the same institution as the Subordination Agent shall be paid to the Class AA Trustee by wire transfer of funds at the account
the Class AA Trustee shall provide to the Subordination Agent.


 


Section 3.05     Liquidity
Facilities. (a) Interest Drawings. If on any Distribution Date, after giving effect to the subordination
provisions of this Agreement, the Subordination Agent shall not have sufficient funds for the payment of any amounts due and owing
in respect of accrued interest on the Class AA Certificates (at the Stated Interest Rate for such Class of Certificates),
then, prior to 12:30 p.m. (New York City time) on such Distribution Date, (i) the Subordination Agent shall request
a drawing (each such drawing, an “Interest Drawing”) under the Class AA Liquidity Facility in an amount
equal to the lesser of (x) an amount sufficient to pay the amount of such accrued interest shortfall (at the applicable Stated
Interest Rate for such Class of Certificates) and (y) the Available Amount under the Class AA Liquidity Facility,
and (ii) the Subordination Agent shall upon receipt of such amount pay such amount to the Trustee with respect to the Class AA
Certificates in payment of such accrued interest shortfall.


 


(a)            Application
of Interest Drawings. Notwithstanding anything to the contrary contained in this Agreement,  all payments received by
the Subordination Agent in respect of an Interest Drawing under the Class AA Liquidity Facility and all amounts withdrawn
by the Subordination Agent from the Class AA Cash Collateral Account, and payable in each case to the Class AA Certificateholders
or the Class AA Trustee, shall be promptly distributed to the Class AA Trustee.


 


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(b)            Downgrade
Drawings. (i) The Class AA Liquidity Provider will promptly, but in any event within 10 days of the occurrence
of a Downgrade Event with respect to it (the date of such occurrence, the “Downgrade Date”), deliver notice
to the Subordination Agent and FedEx of the occurrence of such Downgrade Event and the Downgrade Date therefor. After the occurrence
of a Downgrade Event with respect to the Class AA Liquidity Provider, the Class AA Liquidity shall become a “Downgraded
Facility” on the 35th day after the related Downgrade Date, unless, not later than such 35th
day (or, if earlier, the expiration date of such Downgraded Facility), the Rating Agency whose downgrading of the Class AA
Liquidity Provider resulted in such Downgrade Event shall have provided a written confirmation to the effect that the occurrence
of such Downgrade Event will not result in the downgrading, withdrawal or suspension of the ratings then issued by such Rating
Agency of the Class AA Certificates. Notwithstanding the foregoing, if at any time after the occurrence of such Downgrade
Event, the Class AA Liquidity Provider notifies the Subordination Agent in writing that no such confirmation will be provided
by such Rating Agency, the Class AA Liquidity Facility shall become a Downgraded Facility as of the date of such notice to
the Subordination Agent.


 


(i)            If
at any time the Class AA Liquidity Facility becomes a Downgraded Facility, not later than the 35th day after
the related Downgrade Date (or, if earlier, the expiration date of such Downgraded Facility), the Class AA Liquidity Provider
(at its own expense, except as provided in the applicable Fee Letter) or FedEx (at its own expense, except as provided in the
applicable Fee Letter) may arrange for a Replacement Liquidity Provider to issue and deliver a Replacement Liquidity Facility
to the Subordination Agent in accordance with ‎Section 3.05(e).


 


(ii)            If
a Downgraded Facility has not been replaced by a Replacement Liquidity Facility in accordance with ‎Section 3.05(c)(ii),
the Subordination Agent shall, on the 35th day referred to in ‎Section 3.05(c)(ii) (or if such 35th
day is not a Business Day, on the next succeeding Business Day) (or, if earlier, the expiration date of such Downgraded
Facility), request a drawing in accordance with and to the extent permitted by such Downgraded Facility (such drawing, a “Downgrade
Drawing”) of the Available Amount thereunder. Amounts drawn pursuant to a Downgrade Drawing shall be maintained and
invested as provided in ‎Section 3.05(f) hereof. Subject to ‎Section 3.05(e)(iii), the applicable Liquidity
Provider may also arrange for a Replacement Liquidity Provider to issue and deliver a Replacement Liquidity Facility at any time
after such Downgrade Drawing so long as such Downgrade Drawing has not been reimbursed in full to such Liquidity Provider.


 


(iii)            For
the avoidance of doubt, the provisions of this ‎Section 3.05(c) shall apply to each occurrence of a Downgrade Event
with respect to a Liquidity Provider, regardless of whether or not one or more Downgrade Events have occurred prior thereto and
whether or not any confirmation by a Rating Agency specified in ‎Section 3.05(c)(i) has been obtained with respect
to any prior occurrence of a Downgrade Event.


 


(iv)            If,
at any time after making a Downgrade Drawing, the applicable Liquidity Provider satisfies the Threshold Rating and delivers written
notice to such effect to the Subordination Agent and FedEx, as of the second Business Day following receipt of such notice, (A) such
Downgraded Facility shall cease to be a Downgraded Facility, (B) the Subordination Agent shall withdraw the unapplied amount
of such Downgrade Drawing on deposit in the applicable Cash Collateral Account and reimburse such amount to such Liquidity Provider,
(C) any applied amount of such Downgrade Drawing shall be deemed to have been converted to an Interest Drawing as of such
date in accordance with the applicable Liquidity Facility, (D) the obligations of such Liquidity Provider shall be reinstated
in accordance with the applicable Liquidity Facility, and (E) the proviso in the definition of Available Amount shall no
longer apply to such Downgrade Drawing.


 


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(c)            Non-Extension
Drawings. If any Liquidity Facility with respect to any Class of Certificates is scheduled to expire on a date (the “Stated
Expiration Date”) prior to the date that is 15 days after the Final Legal Distribution Date for such Class of
Certificates, then the following provisions shall apply:


 


(i)            In
the case of the initial Class AA Liquidity Facility or any other Liquidity Facility having extension provisions identical
to those set forth in Section 2.10 of the initial Class AA Liquidity Facility, then, if before the 60th
day prior to any anniversary date of the Closing Date (such 60th day, the “Notice Date”), the
applicable Liquidity Provider shall have advised the Subordination Agent and FedEx that such Liquidity Facility shall not be extended
beyond the immediately following anniversary date of the Closing Date and on or before the 25th day prior to such
anniversary date such Liquidity Facility shall not have been replaced in accordance with ‎Section 3.05(e), the Subordination
Agent shall, on such 25th day (or as soon thereafter as possible but prior to the date of expiration of the expiring
Liquidity Facility (a “Non-Extended Facility”), in accordance with the terms of such Non-Extended Facility,
request a drawing under such Non-Extended Facility (such drawing, a “Non-Extension Drawing”) of the Available
Amount thereunder.


 


(ii)            In
the case of any other Liquidity Facility, no earlier than the 60th day and no later than the 40th
day prior to the then applicable Stated Expiration Date, the Subordination Agent shall request in writing that such Liquidity
Provider extend the Stated Expiration Date to the earlier of (i) the date that is 15 days after the Final Legal
Distribution Date for such Class of Certificates and (ii) the date that is the day immediately preceding the 364th
day after the last day of the Consent Period (unless the obligations of such Liquidity Provider thereunder are earlier terminated
in accordance with such Liquidity Facility). Whether or not the applicable Liquidity Provider has received a request from the
Subordination Agent, such Liquidity Provider shall by notice (the “Consent Notice”) to the Subordination Agent,
during the period commencing on the date that is 60 days prior to the then effective Stated Expiration Date (or if earlier,
the date of such Liquidity Provider’s receipt of such request, if any, from the Subordination Agent) and ending on the date
that is 25 days prior to such Stated Expiration Date (the “Consent Period”) advise the Subordination
Agent whether, in its sole discretion, it agrees to so extend the Stated Expiration Date; provided, that such extension shall
not be effective with respect to such Liquidity Provider if, by notice (the “Withdrawal Notice”) to the Subordination
Agent prior to the end of the Consent Period, such Liquidity Provider revokes its Consent Notice. If a Liquidity Provider advises
the Subordination Agent on or before the end of the Consent Period that such Stated Expiration Date shall not be so extended or
fails to irrevocably and unconditionally advise the Subordination Agent on or before the end of the Consent Period that such Stated
Expiration Date shall be so extended or gives a Withdrawal Notice to the Subordination Agent prior to the end of the Consent Period
(and, in each case, if such Liquidity Provider shall not have been replaced in accordance with ‎Section 3.05(e)), the
Subordination Agent shall, on the date on which the Consent Period ends (or as soon as possible thereafter but prior to the Stated
Expiration Date), in accordance with and to the extent permitted by the terms of the Non-Extended Facility, request a Non-Extension
Drawing under such Non-Extended Facility of the Available Amount thereunder.


 


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(iii)            Amounts
drawn pursuant to a Non-Extension Drawing shall be maintained and invested in accordance with ‎Section 3.05(f).


 


(d)            Issuance
of Replacement Liquidity Facility. (i) Subject to ‎Section 3.05(e)(iii) and the agreements, if any, in
the applicable Fee Letter, at any time, FedEx may, at its option and at its own expense, with cause or without cause, arrange
for a Replacement Liquidity Facility to replace any Liquidity Facility for any Class of Certificates (including any Replacement
Liquidity Facility provided pursuant to ‎Section 3.05(e)(ii)). If such Replacement Liquidity Facility is provided at
any time after a Downgrade Drawing, a Non-Extension Drawing or a Special Termination Advance has been made, all funds on deposit
in the relevant Cash Collateral Account resulting from such Downgrade Drawing, Non-Extension Drawing or Special Termination Advance
will be returned to the Liquidity Provider being replaced.


 


(i)            If
any Liquidity Provider shall determine not to extend its Liquidity Facility in accordance with ‎Section 3.05(d), then
such Liquidity Provider may, at its option and its own expense, arrange for a Replacement Liquidity Facility to replace such Liquidity
Facility during the period no earlier than 40 days and no later than 25 days prior to the then effective Stated
Expiration Date of such Liquidity Facility. At any time after a Non-Extension Drawing has been made under any Liquidity Facility,
the Liquidity Provider thereunder may, at its option and its own expense, arrange for a Replacement Liquidity Facility to replace
the Liquidity Facility under which such Non-Extension Drawing has been made.


 


(ii)            No
Replacement Liquidity Facility arranged by FedEx or a Liquidity Provider in accordance with clause ‎(i) or ‎(ii) above
or pursuant to ‎Section 3.05(c), respectively, shall become effective and no such Replacement Liquidity Facility shall
be deemed a “Liquidity Facility” under the Operative Agreements, unless and until (A) each of the conditions
referred to in sub-clauses (iv)(x) and (z) below shall have been satisfied, (B) if such Replacement Liquidity
Facility shall materially adversely affect the rights, remedies, interests or obligations of the Class AA Certificateholders
under any of the Operative Agreements, the Class AA Trustee shall have consented, in writing, to the execution and issuance
of such Replacement Liquidity Facility and (C) in the case of a Replacement Liquidity Facility arranged by a Liquidity Provider
under ‎Section 3.05(e)(ii) or pursuant to ‎Section 3.05(c), such Replacement Liquidity Facility is reasonably
acceptable to FedEx.


 


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(iii)            In
connection with the issuance of each Replacement Liquidity Facility, the Subordination Agent shall (x) prior to the issuance
of such Replacement Liquidity Facility, obtain written confirmation from each Rating Agency to the effect that such Replacement
Liquidity Facility will not cause a reduction, withdrawal or suspension of any rating then in effect for the related Class of
Certificates by such Rating Agency (without regard to any downgrading of any rating of the Liquidity Provider being replaced pursuant
to ‎Section 3.05(c)), (y) pay all Liquidity Obligations then owing to the replaced Liquidity Provider (which payment
shall be made first from available funds in the applicable Cash Collateral Account as described in ‎Section 3.05(f),
and thereafter from any other available source, including, without limitation, a drawing under the Replacement Liquidity Facility)
and (z) cause the issuer of the Replacement Liquidity Facility to deliver the Replacement Liquidity Facility to the Subordination
Agent, together with a legal opinion opining that such Replacement Liquidity Facility is an enforceable obligation of such Replacement
Liquidity Provider.


 


(iv)            Upon
satisfaction of the conditions set forth in clauses ‎(iii) and ‎(iv) of this ‎Section 3.05(e) with
respect to a Replacement Liquidity Facility, (1) the replaced Liquidity Facility shall terminate, (2) the Subordination
Agent shall, if and to the extent so requested by FedEx or the Liquidity Provider being replaced, execute and deliver any certificate
or other instrument required in order to terminate the replaced Liquidity Facility, shall surrender the replaced Liquidity Facility
to the Liquidity Provider being replaced and shall execute and deliver the Replacement Liquidity Facility and any associated Fee
Letter, (3) each of the parties hereto shall enter into any amendments to this Agreement necessary to give effect to (a) the
replacement of the applicable Liquidity Provider with the applicable Replacement Liquidity Provider and (b) the replacement
of the applicable Liquidity Facility with the applicable Replacement Liquidity Facility, and (4) the applicable Replacement
Liquidity Provider shall be deemed to be a Liquidity Provider with the rights and obligations of a Liquidity Provider hereunder
and under the other Operative Agreements and such Replacement Liquidity Facility shall be deemed to be a Liquidity Facility hereunder
and under the other Operative Agreements.


 


(e)            Cash
Collateral Accounts; Withdrawals; Investments. In the event the Subordination Agent shall draw all Available Amounts under
the Class AA Liquidity Facility pursuant to ‎Section 3.05(c), ‎3.05(d), ‎3.05(i) or ‎3.05(k),
or in the event amounts are to be deposited in the Class AA Cash Collateral Account pursuant to subclause (A) or
(B) of clause “fourth” of ‎Section 3.02, amounts so drawn or to be deposited, as the case may be,
shall be deposited by the Subordination Agent in the Class AA Cash Collateral Account. All amounts on deposit in the Class AA
Cash Collateral Account shall be invested and reinvested in Eligible Investments in accordance with ‎Section 2.02(b).


 


On
each Interest Payment Date (or, in the case of any Special Distribution Date with respect to the distribution of a Special Payment,
on such Special Distribution Date), Investment Earnings on amounts on deposit in the Class AA Cash Collateral Account
with respect to the Class AA Liquidity Facility (or in the case of any Special Distribution Date with respect to the
distribution of a Special Payment, so long as no Indenture Event of Default shall have occurred and be continuing under any Indenture,
a fraction of such Investment Earnings equal to the ‎Section 2.04 Fraction) shall be deposited in a sub-account of the
Collection Account (or, in the case of any Special Distribution Date with respect to the distribution of a Special Payment, a
sub-account of the Special Payments Account) and applied on such Interest Payment Date (or Special Distribution Date, as the case
may be) in accordance with ‎Section 3.02 or ‎3.03 (as applicable). The Subordination Agent shall deliver a written
statement to FedEx and the Liquidity Providers one day prior to each Interest Payment Date and Special Distribution Date setting
forth the aggregate amount of Investment Earnings held in the Cash Collateral Accounts as of such date. In addition, from and
after the date funds are so deposited, the Subordination Agent shall make withdrawals from such accounts as follows:


 


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(i)             on
each Distribution Date, the Subordination Agent shall, to the extent it shall not have received funds to pay accrued and unpaid
interest due and owing on the Class AA Certificates (at the Stated Interest Rate for the Class AA Certificates) after
giving effect to the subordination provisions of this Agreement, withdraw from the Class AA Cash Collateral Account, and
pay to the Class AA Trustee, an amount equal to the lesser of (x) an amount necessary to pay accrued and unpaid interest
(at the Stated Interest Rate for the Class AA Certificates) on the Class AA Certificates and (y) the amount on
deposit in the Class AA Cash Collateral Account;


 


(ii)             [Reserved];


 


(iii)            on
each date on which the Pool Balance of the Class AA Trust shall have been reduced by payments made to the Class AA Certificateholders
pursuant to ‎Section 3.02 hereof, the Subordination Agent shall withdraw from the Class AA Cash Collateral Account
such amount as is necessary so that, after giving effect to the reduction of the Pool Balance on such date (and any reduction
in the amounts on deposit in the Class AA Cash Collateral Account resulting from a prior withdrawal of amounts on deposit
in the Class AA Cash Collateral Account on such date) and any transfer of Investment Earnings from such Cash Collateral Account
to the Collection Account or the Special Payments Account on such date, an amount equal to the sum of the Required Amount (with
respect to the Class AA Liquidity Facility) plus (if on a Distribution Date not coinciding with an Interest Payment Date)
Investment Earnings on deposit in such Cash Collateral Account (after giving effect to any such transfer of Investment Earnings)
will remain on deposit in the Class AA Cash Collateral Account and shall first, pay such withdrawn amount to the Class AA
Liquidity Provider until the Class AA Liquidity Obligations owing to such Liquidity Provider shall have been paid in full,
and second, deposit any remaining withdrawn amount in the Collection Account;


 


(iv)            [Reserved];


 


(v)             if
a Replacement Liquidity Facility for any relevant Class of Certificates shall be delivered to the Subordination Agent following
the date on which funds have been deposited into the Cash Collateral Account for such Class of Certificates, the Subordination
Agent shall withdraw all amounts remaining on deposit in such Cash Collateral Account and shall pay such amounts to the replaced
Liquidity Provider, if any, until all Liquidity Obligations owed to such Person shall have been paid in full, and deposit any
remaining amount in the Collection Account;


 


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(vi)            if
the Liquidity Provider with respect to a Downgraded Facility satisfies the Threshold Rating and delivers written notice to such
effect to the Subordination Agent and FedEx, on the second Business Day following receipt of such notice, the Subordination Agent
shall withdraw all amounts remaining on deposit in the applicable Cash Collateral Account constituting the unapplied amount of
any Downgrade Drawing and shall pay such amounts to such Liquidity Provider and the obligations of such Liquidity Provider shall
be reinstated in accordance with the applicable Liquidity Facility; and


 


(vii)            following
(x) the payment of Final Distributions or (y) the Final Legal Distribution Date with respect to any Class of Certificates
covered by a Liquidity Facility, on the date on which the Subordination Agent shall have been notified by the Liquidity Provider
for such Class of Certificates that the Liquidity Obligations owed to such Liquidity Provider have been paid in full, or,
if earlier, the first Business Day after such Final Legal Distribution Date, the Subordination Agent shall withdraw all amounts
on deposit in the Cash Collateral Account in respect of such Class of Certificates, if any, and shall pay such amounts to
the Class AA Liquidity Provider.


 


(f)            Reinstatement.
With respect to any Interest Drawing under the Liquidity Facility for any relevant Class, upon the reimbursement of the applicable
Liquidity Provider for all or any part of the amount of such Interest Drawing, together with any accrued interest thereon, the
Available Amount of such Liquidity Facility shall be reinstated by an amount equal to the amount of such Interest Drawing so reimbursed
to the applicable Liquidity Provider but not to exceed the Stated Amount for such Liquidity Facility; provided, however,
that the Available Amount of such Liquidity Facility shall not be so reinstated in part or in full pursuant to the foregoing provisions
of this ‎Section 3.05(g) at any time if (x) both a Performing Note Deficiency exists and a Liquidity Event
of Default shall have occurred and be continuing with respect to the relevant Liquidity Facility or (y) a Final Drawing,
Downgrade Drawing, Non-Extension Drawing or Special Termination Advance shall have occurred with respect to such Liquidity Facility
or an Interest Drawing shall have been converted into a Final Drawing. Notwithstanding anything to the contrary, in the event
that, with respect to any particular Liquidity Facility, (i) funds are withdrawn from the related Cash Collateral Account
pursuant to clause ‎(i) or ‎(ii) of ‎Section 3.05(f) or (ii) such Liquidity Facility
shall become a Downgraded Facility or a Non-Extended Facility at a time when unreimbursed Interest Drawings under such Liquidity
Facility have reduced the Available Amount thereunder to zero, then funds received by the Subordination Agent at any time, other
than (x) any time when both a Performing Note Deficiency exists and a Liquidity Event of Default shall have occurred and
be continuing with respect to such Liquidity Facility or (y) any time after a Final Drawing shall have occurred with respect
to such Liquidity Facility or an Interest Drawing for such Liquidity Facility shall have been converted into a Final Drawing,
shall be deposited in such Cash Collateral Account as and to the extent provided in clause “fourth” of ‎Section 3.02
and applied in accordance with ‎Section 3.05(f).


 


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(g)            Reimbursement.
The amount of each drawing under any Liquidity Facility shall be due and payable, together with interest thereon, on the dates
and at the rates, respectively, provided in such Liquidity Facility.


 


(h)            Final
Drawing. Upon receipt from a Liquidity Provider of a Termination Notice with respect to its applicable Liquidity Facility,
the Subordination Agent shall, not later than the date specified in such Termination Notice, in accordance with the terms of such
Liquidity Facility, request a drawing under such Liquidity Facility of the Available Amount thereunder (a “Final Drawing”).
Amounts drawn pursuant to a Final Drawing shall be maintained and invested in accordance with ‎Section 3.05(f).


 


(i)            Adjustments
of Stated Amount. Promptly following each date on which the Required Amount of the Liquidity Facility for a relevant Class of
Certificates is reduced as a result of a reduction in the Pool Balance with respect to such Certificates or otherwise, the Subordination
Agent shall, if any such Liquidity Facility provides for reductions of the Stated Amount of such Liquidity Facility and if such
reductions are not automatic, request such Liquidity Provider for such Class of Certificates to reduce such Stated Amount
to an amount equal to the Required Amount with respect to such Liquidity Facility (as calculated by the Subordination Agent after
giving effect to such payment). Each such request shall be made in accordance with the provisions of the applicable Liquidity
Facility.


 


(j)            Special
Termination Advance. Upon receipt from a Liquidity Provider of a Special Termination Notice with respect to any Liquidity
Facility, the Subordination Agent shall, not later than the date specified in such Special Termination Notice, in accordance with
the terms of such Liquidity Facility, request a Special Termination Advance under such Liquidity Facility. Amounts drawn pursuant
to a Special Termination Advance shall be maintained and invested in accordance with ‎Section 3.05(f) hereof.


 


(k)            Relation
to Subordination Provisions. Interest Drawings under the Liquidity Facilities and withdrawals from the Cash Collateral Accounts,
in each case, in respect of interest on the Certificates of any Class, will be distributed to the Trustee for such Class of
Certificates, notwithstanding Sections ‎2.01(b) and ‎3.02.


 


(l)            Assignment
of Liquidity Facility. The Subordination Agent agrees not to consent to the assignment by any Liquidity Provider of any of
its rights or obligations under any Liquidity Facility or any interest therein unless (i) FedEx shall have consented to such
assignment and (ii) each Rating Agency shall have provided a Ratings Confirmation with respect to each Class of Certificates
then rated by such Rating Agency in connection with such assignment; provided, that the Subordination Agent shall consent
to such assignment if the conditions in the foregoing clauses ‎(i) and ‎(ii) are satisfied, and the foregoing
is not intended to and shall not be construed to limit the rights of any initial Liquidity Provider under ‎Section 3.05(e)(ii).


 


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ARTICLE IV


 


EXERCISE
OF REMEDIES


 


Section 4.01     Directions
from the Controlling Party. (a) (i) Following the occurrence and during the continuation of an Indenture
Event of Default under any Indenture, the Controlling Party shall direct the Subordination Agent, as the holder of the Equipment
Notes issued under such Indenture, which in turn shall direct the Loan Trustee under such Indenture, in the exercise of remedies
available to the holders of such Equipment Notes, including, without limitation, the ability to vote all such Equipment Notes
held by the Subordination Agent in favor of Accelerating such Equipment Notes in accordance with the provisions of such Indenture.
Subject to ‎Section 4.01(a)(iii), if the Equipment Notes issued pursuant to any Indenture
have been Accelerated following an Indenture Event of Default with respect thereto, the Controlling Party may direct the Subordination
Agent to sell, assign, contract to sell or otherwise dispose of and deliver all (but not less than all) of such Equipment Notes
to any Person at public or private sale, at any location at the option of the Controlling Party, all upon such terms and conditions
as the Controlling Party may reasonably deem advisable and in accordance with applicable law.


 


(i)            Following
the occurrence and during the continuation of an Indenture Event of Default under any Indenture, in the exercise of remedies pursuant
to such Indenture, the Loan Trustee under such Indenture may be directed to lease the related Aircraft to any Person (including
FedEx) so long as the Loan Trustee in doing so acts in a “commercially reasonable” manner within the meaning of Article 9
of the Uniform Commercial Code as in effect in any applicable jurisdiction (including Sections 9-610 and 9-627
thereof).


 


(ii)            Notwithstanding
the foregoing, so long as any Certificates remain Outstanding, during the period ending on the date which is nine months after
the earlier of (x) the Acceleration of the Equipment Notes issued pursuant to any Indenture or (y) the occurrence of
a FedEx Bankruptcy Event, without the consent of each Trustee (other than the Trustee of any Trust all of the Certificates of
which are held or beneficially owned by FedEx and/or its Affiliates), no Aircraft subject to the Lien of such Indenture or such
Equipment Notes may be sold if the net proceeds from such sale would be less than the Minimum Sale Price for such Aircraft or
such Equipment Notes.


 


(iii)            Upon
the occurrence and continuation of an Indenture Event of Default under any Indenture, the Subordination Agent will obtain a desktop
appraisal from each of the three Appraisers selected by the Controlling Party setting forth the current market value, current
lease rate and distressed value (in each case, as defined by the International Society of Transport Aircraft Trading or any successor
organization) of the Aircraft subject to such Indenture (each such appraisal, an “Appraisal” and the current
market value appraisals being referred to herein as the “Post-Default Appraisals”). For so long as any Indenture
Event of Default shall be continuing under any Indenture, and without limiting the right of the Controlling Party to request more
frequent Appraisals, the Subordination Agent will obtain updated Appraisals on the date that is 364 days from the date
of the most recent Appraisal (or if a FedEx Bankruptcy Event shall have occurred and is continuing, on the date that is 180 days
from the date of the most recent Appraisal) and shall (acting on behalf of each Trustee) post such Appraisals on DTC’s Internet
bulletin board or make such other commercially reasonable efforts as the Subordination Agent may deem appropriate to make such
Appraisals available to all Certificateholders.


 


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(b)            Following
the occurrence and during the continuance of an Indenture Event of Default under any Indenture, the Controlling Party shall take
such actions as it may reasonably deem most effectual to complete the sale or other disposition of the relevant Aircraft or Equipment
Notes. In addition, in lieu of any sale, assignment, contract to sell or other disposition, the Controlling Party may maintain
or cause the Subordination Agent to maintain possession of such Equipment Notes and continue to apply monies received in respect
of such Equipment Notes in accordance with Article ‎III hereof. In addition, in lieu of such sale, assignment, contract
to sell or other disposition, or in lieu of such maintenance of possession, the Controlling Party may direct the Subordination
Agent to, subject to the terms and conditions of the related Indenture, instruct the Loan Trustee under such Indenture to foreclose
on the Lien on the related Aircraft or to take any other remedial action permitted under such Indenture or under any applicable
law.


 


(c)            If
following a FedEx Bankruptcy Event and during the pendency thereof, the Controlling Party receives a proposal from or on behalf
of FedEx to restructure the financing of any one or more of the Aircraft, the Controlling Party shall promptly thereafter give
the Subordination Agent, each Trustee and each Liquidity Provider that has not made a Final Drawing notice of the material economic
terms and conditions of such restructuring proposal whereupon the Subordination Agent acting on behalf of each Trustee shall post
such terms and conditions of such restructuring proposal on DTC’s Internet bulletin board or make such other commercially
reasonable efforts as the Subordination Agent may deem appropriate to make such terms and conditions available to all Certificateholders.
Thereafter, neither the Subordination Agent nor the Class AA Trustee, whether acting on instructions of the Controlling Party
or otherwise, may, without the consent of each Trustee and each Liquidity Provider that has not made a Final Drawing, enter into
any term sheet, stipulation or other agreement (a “Restructuring Arrangement”) (whether in the form of an adequate
protection stipulation, an extension under Section 1110(b) of the Bankruptcy Code or otherwise) to effect any such restructuring
proposal with or on behalf of FedEx unless and until the material economic terms and conditions of such restructuring proposal
shall have been made available to all Certificateholders and each Liquidity Provider that has not made a Final Drawing for a period
of not less than 15 days (except that such requirement shall not apply to any such term sheet, stipulation or other
agreement that is to be effective on or as of any date occurring during the 60-Day Period and that is initially effective
for a period not exceeding three months from the expiry of the 60-Day Period (an “Interim Restructuring Arrangement”)).
The foregoing provisions of this ‎Section 4.01(c): (i) shall not apply to any extension of a Restructuring Arrangement
with respect to which such provisions have been complied with in connection with the original entry thereof if the possibility
of such extension has been disclosed in satisfaction of the notification requirements of such provisions and such extension shall
not amend or modify any of the other terms and conditions of such Restructuring Arrangement and (ii) shall apply to the initial
extension of an Interim Restructuring Arrangement beyond the three months following the expiry of the 60-Day Period but not
to any subsequent extension of such Interim Restructuring Arrangement, if the possibility of such subsequent extension has been
disclosed in satisfaction of the notification requirements of such provisions and such subsequent extension shall not amend or
modify any of the other terms and conditions of such Interim Restructuring Arrangement. In the event that any Certificateholder
gives irrevocable notice of the exercise of its right to purchase all (but not less than all) of the Class of Certificates
represented by the then Controlling Party pursuant to the applicable Trust Agreement, prior to the expiry of the 15-day notice
period specified above, such Controlling Party may not direct the Subordination Agent or any Trustee to enter into any such restructuring
proposal with respect to any of the Aircraft, unless and until such Certificateholder shall fail to purchase such Class of
Certificates on the date that it is required to make such purchase.


 


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Section 4.02     Remedies
Cumulative. To the extent permitted by applicable law, each and every right, power and remedy given to the Class AA
Trustee, the Class AA Liquidity Provider, the Controlling Party or the Subordination Agent specifically or otherwise in this
Agreement shall be cumulative and shall be in addition to every other right, power and remedy herein specifically given or now
or hereafter existing at law, in equity or by statute, and each and every right, power and remedy whether specifically herein
given or otherwise existing may, subject always to the terms and conditions hereof, be exercised from time to time and as often
and in such order as may be deemed expedient by any Trustee, any Liquidity Provider, the Controlling Party or the Subordination
Agent, as appropriate, and the exercise or the beginning of the exercise of any right, power or remedy shall not be construed
to be a waiver of the right to exercise at the same time or thereafter any other right, power or remedy. No delay or omission
by any Trustee, any Liquidity Provider, the Controlling Party or the Subordination Agent in the exercise of any right, remedy
or power or in the pursuit of any remedy shall, to the extent permitted by applicable law, impair any such right, power or remedy
or be construed to be a waiver of any default or to be an acquiescence therein.


 


Section 4.03     Discontinuance
of Proceedings. In case any party to this Agreement (including the Controlling Party in such capacity) shall have instituted
any Proceeding to enforce any right, power or remedy under this Agreement by foreclosure, entry or otherwise, and such Proceeding
shall have been discontinued or abandoned for any reason or shall have been determined adversely to the Person instituting such
Proceeding, then and in every such case each such party shall, subject to any determination in such Proceeding, be restored to
its former position and rights hereunder, and all rights, remedies and powers of such party shall continue as if no such Proceeding
had been instituted.


 


Section 4.04     Right
of Certificateholders and the Liquidity Provider to Receive Payments Not to Be Impaired.
Anything in this Agreement to the contrary notwithstanding but subject to the applicable Trust Agreement, the right of any Certificateholder
or the Class AA Liquidity Provider, respectively, to receive payments hereunder (including, without limitation, pursuant
to ‎Section 3.02) when due, or to institute suit for the enforcement of any
such payment on or after the applicable Distribution Date, shall not be impaired or affected without the consent of such Certificateholder
or such Liquidity Provider, respectively.


 


ARTICLE V


 


DUTIES
OF THE SUBORDINATION AGENT; AGREEMENTS OF TRUSTEE, ETC.


 


Section 5.01     Notice
of Indenture Event of Default or Triggering Event


 


.
(a) If the Subordination Agent shall have knowledge of an Indenture Event of Default or a Triggering Event, the Subordination
Agent shall promptly give notice thereof to the Rating Agencies, FedEx, the Liquidity Providers and each Trustee by telegram,
cable, facsimile or telephone (to be promptly confirmed in writing), unless such Indenture Event of Default or Triggering Event
shall have been cured or waived. For all purposes of this Agreement, in the absence of actual knowledge, the Subordination Agent
shall not be deemed to have knowledge of any Indenture Event of Default or Triggering Event unless notified in writing by FedEx,
one or more Trustees, the Liquidity Providers or one or more Certificateholders; and “actual knowledge” (as
used in the foregoing clause) of the Subordination Agent shall mean actual knowledge of a Responsible Officer of the Subordination
Agent.


 


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(a)            Other
Notices. The Subordination Agent will furnish to the Liquidity Providers and the Trustee, promptly upon receipt thereof, duplicates
or copies of all reports, notices, requests, demands, certificates, financial statements and other instruments furnished to the
Subordination Agent as registered holder of the Equipment Notes or otherwise in its capacity as Subordination Agent to the extent
the same shall not have been otherwise directly distributed to the Liquidity Providers or the Trustee, as applicable, pursuant
to any other Operative Agreement.


 


(b)            Securities
Position. Upon the occurrence of an Indenture Event of Default, the Subordination Agent shall instruct each Trustee to, and
each Trustee shall, request that DTC post on its Internet bulletin board a securities position listing setting forth the names
of all the parties reflected on DTC’s books as holding interests in the Certificates.


 


(c)            Reports.
Promptly after the occurrence of a Triggering Event or an Indenture Event of Default resulting from the failure of FedEx to make
payments on any Equipment Note and on every Regular Distribution Date while the Triggering Event or such Indenture Event of Default
shall be continuing, the Subordination Agent will provide to the Trustees, the Liquidity Providers, the Rating Agencies and FedEx
a statement setting forth the following information:


 


(i)            after
a FedEx Bankruptcy Event, with respect to each Aircraft, whether such Aircraft is (A) subject to the 60-Day Period,
(B) subject to an election by FedEx under Section 1110(a) of the Bankruptcy Code, (C) covered by an agreement
contemplated by Section 1110(b) of the Bankruptcy Code or (D) not subject to any of (A), (B) or (C);


 


(ii)           to
the best of the Subordination Agent’s knowledge, after requesting such information from FedEx, (A) whether the Aircraft
are currently in service or parked in storage, (B) the maintenance status of the Aircraft and (C) the location of the
Engines (as defined in the Indentures);


 


(iii)          the
current Pool Balance of each Class of Certificates, the Eligible A Pool Balance and the outstanding principal amount of all
Equipment Notes;


 


(iv)          the
expected amount of interest which will have accrued on the Equipment Notes and on the Certificates as of the next Regular Distribution
Date;


 


(v)          the
amounts paid to each Person on such Distribution Date pursuant to this Agreement;


 


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(vi)         details
of the amounts paid on such Distribution Date identified by reference to the relevant provision of this Agreement and the source
of payment (by Aircraft and party);


 


(vii)        if
the Subordination Agent has made a Final Drawing or a Special Termination Advance under any Liquidity Facility;


 


(viii)      the
amounts currently owed to each Liquidity Provider;


 


(ix)        the
amounts drawn under each Liquidity Facility; and


 


(x)         after
a FedEx Bankruptcy Event, any operational reports filed by FedEx with the bankruptcy court which are available to the Subordination
Agent on a non-confidential basis.


 


Section 5.02     Indemnification.
The Subordination Agent shall not be required to take any action or refrain from taking any action under Article ‎IV
unless the Subordination Agent shall have received indemnification against any risks that may be incurred in connection therewith
in form and substance reasonably satisfactory to it, including, without limitation, adequate advances against costs (including
fees and expenses) that may be incurred by it in connection therewith. The Subordination Agent shall not be required to take any
action under Article ‎IV, nor shall any other provision of this Agreement or any
other Operative Agreement be deemed to impose a duty on the Subordination Agent to take any action, if the Subordination Agent
shall have been advised by outside counsel that such action is contrary to the terms hereof or is otherwise contrary to law. Under
no circumstances shall the Subordination Agent be required to expend or risk its own funds or otherwise incur any financial liability
in performing its duties or exercising its rights or powers hereunder if it shall have reasonable grounds for believing that repayment
of such funds is not assured to it.


 


Section 5.03     No
Duties Except as Specified in Intercreditor Agreement. The Subordination Agent shall not have any duty or obligation
to take or refrain from taking any action under, or in connection with, this Agreement, except as expressly provided by the terms
of this Agreement; and no implied duties or obligations shall be read into this Agreement against the Subordination Agent. The
Subordination Agent agrees that it will, in its individual capacity and at its own cost and expense (but without any right of
indemnity in respect of any such cost or expense) promptly take such action as may be necessary to discharge duly all Liens on
any of the Trust Accounts or any monies deposited therein that are attributable to the Subordination Agent in its individual capacity
and that are unrelated to the transaction contemplated hereby and by the other Operative Agreements.


 


Section 5.04     Notice
from the Liquidity Provider and Trustee. If the Class AA Liquidity Provider or Class AA Trustee has notice
of an Indenture Event of Default or a Triggering Event, such Person shall promptly give notice thereof to all other Liquidity
Providers and Trustees and to the Subordination Agent; provided, however, that no such Person shall have any liability
hereunder as a result of its failure to deliver any such notice.


 


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ARTICLE VI


 


THE
SUBORDINATION AGENT


 


Section 6.01     Authorization;
Acceptance of Trusts and Duties. The Class AA Trustee hereby
designates and appoints the Subordination Agent as the agent and trustee of the Class AA Trustee under the Class AA
Liquidity Facility (if any) and authorizes the Subordination Agent to enter into the Class AA Liquidity Facility as agent
and trustee for the Class AA Trustee. The Class AA Liquidity Provider and the Class AA Trustee hereby designates
and appoints the Subordination Agent as the Subordination Agent under this Agreement. WTC accepts the trusts and duties hereby
created and applicable to it and agrees to perform such duties, but only upon the terms of this Agreement and agrees to receive,
handle and disburse all monies received by it in accordance with the terms hereof. The Subordination Agent shall have no liability
hereunder or any other Operative Agreement except (a) for its own willful misconduct or negligence, (b) as provided
in ‎Section 2.02 and the last sentence of ‎Section 5.03,
(c) for liabilities that may result from the inaccuracy of any representation or warranty of the Subordination Agent made
in its individual capacity in any Operative Agreement and (d) as otherwise expressly provided herein or in the other Operative
Agreements.


 


Section 6.02     Absence
of Duties. The Subordination Agent shall have no duty to see to any recording or filing of this Agreement or any other
document, or to see to the maintenance of any such recording or filing.


 


Section 6.03     No
Representations or Warranties as to Documents. The Subordination Agent shall not be deemed to have made any representation
or warranty as to the validity, legality or enforceability of this Agreement or any other Operative Agreement or as to the correctness
of any statement contained herein or therein (other than the representations and warranties of the Subordination Agent made in
its individual capacity under any Operative Agreement), except that the Subordination Agent hereby represents and warrants that
each of said specified documents to which it is a party has been or will be duly executed and delivered by one of its officers
who is and will be duly authorized to execute and deliver such document on its behalf. The Certificateholders, the Class AA
Trustee and the Class AA Liquidity Provider make no representation or warranty hereunder whatsoever.


 


Section 6.04     No
Segregation of Monies; No Interest. Any monies paid to or retained by the Subordination Agent pursuant to any provision
hereof and not then required to be distributed to any Trustee or any Liquidity Provider as provided in Articles ‎II
and ‎III or deposited into one or more Trust Accounts need not be segregated in any manner
except to the extent required by such Articles ‎II and ‎III
and by law, and the Subordination Agent shall not (except as otherwise provided in ‎Section 2.02)
be liable for any interest thereon; provided, however, that any payments received or applied hereunder by the Subordination
Agent shall be accounted for by the Subordination Agent so that any portion thereof paid or applied pursuant hereto shall be identifiable
as to the source thereof.


 


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Section 6.05     Reliance;
Agents; Advice of Counsel. The Subordination Agent shall not incur any liability to anyone in acting upon any signature,
instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper believed
by it to be genuine and believed by it to be signed by the proper party or parties. As to the Pool Balance of any Trust as of
any date, the Subordination Agent may for all purposes hereof rely on a certificate signed by any Responsible Officer of the applicable
Trustee, and such certificate shall constitute full protection to the Subordination Agent for any action taken or omitted to be
taken by it in good faith in reliance thereon. As to any fact or matter relating to a Liquidity Provider or the Trustee the manner
of ascertainment of which is not specifically described herein, the Subordination Agent may for all purposes hereof rely on a
certificate, signed by any Responsible Officer of the applicable Liquidity Provider or Trustee, as the case may be, as to such
fact or matter, and such certificate shall constitute full protection to the Subordination Agent for any action taken or omitted
to be taken by it in good faith in reliance thereon. In the administration of the trusts hereunder, the Subordination Agent may
(a) execute any of the trusts or powers hereof and perform its powers and duties hereunder directly or through agents or
attorneys and (b) consult with counsel, accountants and other skilled Persons to be selected and retained by it. The Subordination
Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion
of any such counsel, accountants or other skilled Persons acting within such counsel’s, accountants’ or Person’s
area of competence (so long as the Subordination Agent shall have exercised reasonable care and judgment in selecting such Persons).


 


Section 6.06     Capacity
in Which Acting. The Subordination Agent acts hereunder and under the other Operative Agreements solely as agent or
trustee herein and not in its individual capacity, except as otherwise expressly provided herein and in the Operative Agreements.


 


Section 6.07     Compensation.
The Subordination Agent shall be entitled to such compensation, including reasonable expenses and disbursements, for all services
rendered hereunder as FedEx and the Subordination Agent may agree from time to time in writing and shall have a priority claim
to the extent set forth in Article ‎III on all monies collected hereunder
for the payment of such compensation, to the extent that such compensation shall not be paid by others. The Subordination Agent
agrees that it shall have no right against any Trustee or any Liquidity Provider for any fee as compensation for its services
as agent under this Agreement. The provisions of this ‎Section 6.07 shall survive
the termination of this Agreement.


 


Section 6.08     May Become
Certificateholder. The institution acting as Subordination Agent hereunder may become a Certificateholder and have
all rights and benefits of a Certificateholder to the same extent as if it were not the institution acting as the Subordination
Agent.


 


Section 6.09     Subordination
Agent Required; Eligibility. There shall at all times be a Subordination
Agent hereunder that is a Citizen of the United States, a bank, trust company or other financial institution organized and doing
business under the laws of the United States or any state thereof and eligible to act as a trustee under Section 310(a) of
the Trust Indenture Act of 1939, as amended, and that has a combined capital and surplus of at least $75,000,000 (or a combined
capital and surplus in excess of $5,000,000 and the obligations of which, whether now in existence or hereafter incurred, are
fully and unconditionally guaranteed by a corporation organized under the laws of the United States or any State or territory
thereof or the District of Columbia and having a combined capital and surplus of at least $75,000,000). If such bank, trust company
or other financial institution or such corporation publishes reports of condition at least annually, pursuant to law or to the
requirements of federal, state, territorial or District of Columbia supervising or examining authority, then for the purposes
of this ‎Section 6.09 the combined capital and surplus of such bank, trust
company or other financial institution or such corporation shall be deemed to be its combined capital and surplus as set forth
in its most recent report of condition so published.


 


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In
case at any time the Subordination Agent shall cease to be eligible in accordance with the provisions of this ‎Section 6.09,
the Subordination Agent shall resign immediately in the manner and with the effect specified in ‎Section 7.01.


 


Section 6.10     Money
to Be Held in Trust. All Equipment Notes, monies and other property deposited with or held by the Subordination Agent
pursuant to this Agreement shall be held in trust for the benefit of the parties entitled to such Equipment Notes, monies and
other property and the Subordination Agent, in its individual capacity, hereby waives all rights of set-off and counterclaim with
respect to all such property.


 


Section 6.11     Notice
of Substitution or Replacement of Airframe. If the Subordination Agent, in its capacity as a holder of Equipment Notes
issued under an Indenture, receives a notice of substitution of a Substitute Airframe pursuant to Section 7.04(e) of
such Indenture or a notice of delivery of a Replacement Airframe pursuant to Section 7.05(a) of such Indenture, the
Subordination Agent shall promptly (i) provide a copy of such notice to each Trustee, each Liquidity Provider and each Rating
Agency and (ii) direct each Trustee to post such notice on DTC’s Internet bulletin board or make such other commercially
reasonable efforts as the Subordination Agent may deem appropriate to make the contents of such notice available to all Certificateholders.


 


ARTICLE VII


 


SUCCESSOR
SUBORDINATION AGENT


 


Section 7.01     Replacement
of Subordination Agent; Appointment of Successor. (a) The Subordination Agent or any successor thereto must resign
if at any time it fails to comply with ‎Section 6.09 and may resign at any time without
cause by giving 60 days’ prior written notice to FedEx, the Class AA Trustee and the Class AA Liquidity
Provider. The Controlling Party or FedEx (only so long as no Indenture Event of Default has occurred or is continuing) may remove
the Subordination Agent for cause by so notifying the Subordination Agent and may appoint a successor Subordination Agent. The
Controlling Party (or the party that would be the Controlling Party if an Indenture Event of Default had occurred) shall remove
the Subordination Agent if:


 


(1)            the
Subordination Agent fails to comply with ‎Section 6.09;


 


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(2)            the
Subordination Agent is adjudged bankrupt or insolvent or files a bankruptcy petition;


 


(3)            a
receiver of the Subordination Agent shall be appointed or any public officer shall take charge or control of the Subordination
Agent or its property or affairs for the purpose of rehabilitation, conservation or liquidation; or


 


(4)           the
Subordination Agent otherwise becomes incapable of acting.


 


If
the Subordination Agent resigns or is removed or if a vacancy exists in the office of Subordination Agent for any reason (the
Subordination Agent in such event being referred to herein as the retiring Subordination Agent), the Controlling Party
(or the party that would be the Controlling Party if an Indenture Event of Default had occurred) shall promptly appoint a successor
Subordination Agent. If a successor Subordination Agent shall not have been appointed within 60 days after such notice
of resignation or removal, the retiring Subordination Agent, the Class AA Trustee or the Class AA Liquidity Provider
may petition any court of competent jurisdiction for the appointment of a successor Subordination Agent to act until such time,
if any, as a successor shall have been appointed as provided above.


 


A
successor Subordination Agent shall deliver (x) a written acceptance of its appointment as Subordination Agent hereunder
to the retiring Subordination Agent and (y) a written assumption of its obligations hereunder and under each Liquidity Facility
to each party hereto, upon which the resignation or removal of the retiring Subordination Agent shall become effective, and the
successor Subordination Agent shall have all the rights, powers and duties of the Subordination Agent under this Agreement. The
successor Subordination Agent shall mail a notice of its succession to FedEx, the Class AA Liquidity Provider and
the Class AA Trustee. The retiring Subordination Agent shall promptly transfer its rights under the Class AA Liquidity
Facility and all of the property and all books and records, or true, complete and correct copies thereof, held by it as Subordination
Agent to the successor Subordination Agent.


 


If
the Subordination Agent fails to comply with ‎Section 6.09 (to the extent applicable), the Class AA Trustee
or the Class AA Liquidity Provider may petition a court of competent jurisdiction for the removal of the Subordination Agent
and the appointment of a successor Subordination Agent.


 


Notwithstanding the
foregoing, no resignation or removal of the Subordination Agent shall be effective unless and until a successor has been appointed.
No appointment of a successor Subordination Agent shall be effective unless and until the Rating Agencies shall have delivered
a Ratings Confirmation with respect to each Class of Certificates then rated by the Rating Agencies.


 


(b)            Any
corporation, bank, trust company or other financial institution into which the Subordination Agent may be merged or converted
or with which it may be consolidated, or any corporation, bank, trust company or other financial institution resulting from any
merger, conversion or consolidation to which the Subordination Agent shall be a party, or any corporation, bank, trust company
or other financial institution succeeding to all or substantially all of the corporate trust business of the Subordination Agent,
shall be the successor of the Subordination Agent hereunder, provided that such corporation, bank, trust company or other
financial institution shall be otherwise qualified and eligible under ‎Section 6.09, without the execution or filing
of any paper or any further act on the part of any of the parties hereto, except that such corporation, bank, trust company or
other financial institution shall give prompt notice of such transaction to the Class AA Liquidity Provider and FedEx.


 


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ARTICLE VIII


 


SUPPLEMENTS
AND AMENDMENTS


 


Section 8.01     Amendments,
Waivers, Etc. (a) This Agreement may not be supplemented, amended
or modified without the consent of each Trustee (acting, except in the case of any amendment pursuant to ‎Section 3.05(e)(v) or
any amendment contemplated by the last sentence of this ‎Section 8.01(a), with the
consent of holders of Outstanding Certificates of the related Class evidencing Fractional Undivided Interests in the related
Trust aggregating not less than a majority in interest in such Trust or as otherwise authorized pursuant to the relevant Trust
Agreement (including, without limitation, without the consent of the Certificateholders to the extent permitted thereby, ‎Section 9.01
thereof)), the Subordination Agent and each Liquidity Provider; provided, however, that this Agreement may be supplemented,
amended or modified by a written agreement (including by way of an amendment and restatement) of FedEx and the Subordination Agent
(which will execute such agreement as directed by FedEx, to the extent such amendment is in accordance with this ‎Section 8.01(a))
without the consent of any Trustee or any Liquidity Provider (i) in order to cure any ambiguity or omission or to correct
any mistake, (ii) in order to make any other provision in regard to matters or questions arising hereunder that will not
materially adversely affect the interests of any Trustee or the holders of the related Class of Certificates or any Liquidity
Provider (provided, that the consent of any Trustee or Liquidity Provider shall be required only if such Trustee’s
interests (or the interests of the holders of the related Class of Certificates) or such Liquidity Provider’s interests,
respectively, will be materially adversely affected), (iii) in order to give effect to substitution of any Aircraft pursuant
to Section 7.04(f) of the related Indenture and other matters incidental thereto or (iv) if such supplement, amendment
or modification is in accordance with ‎Section 8.01(c) or ‎8.01(d);
provided further, however, that, if such supplement, amendment or modification (x) would directly or indirectly
amend, modify or supersede, or otherwise conflict with, Section ‎2.02(b), ‎3.05(c),
‎3.05(e), ‎3.05(f), ‎3.05(m),
‎4.01(a)(ii) or ‎4.01(c), this proviso
of ‎Section 8.01(a), the last sentence of ‎Section 8.01(a) or
‎Section 8.01(c), ‎8.01(d) or ‎9.06
(collectively, the “FedEx Provisions”), (y) would otherwise adversely affect the interests of any potential
Replacement Liquidity Provider or of FedEx with respect to FedEx’s ability to replace any Liquidity Facility or with respect
to FedEx’s payment obligations under any Operative Agreement or (z) is made pursuant to the last sentence of this ‎Section 8.01(a) or
pursuant to ‎Section 8.01(c) or pursuant to ‎Section 8.01(d),
then such supplement, amendment or modification shall not be effective without the additional written consent of FedEx. Notwithstanding
the foregoing, without the consent of each Certificateholder affected thereby and each Liquidity Provider, no supplement, amendment
or modification of this Agreement may (i) reduce the percentage of the interest in any Trust evidenced by the Certificates
issued by such Trust necessary to consent to modify or amend any provision of this Agreement or to waive compliance therewith
or (ii) except as provided in the last sentence of this ‎Section 8.01(a) or
‎Section 8.01(c) or ‎Section 8.01(d),
modify ‎Section 2.04, ‎3.02 or ‎3.03 hereof or any other provision relating to the distribution of monies
received by the Subordination Agent hereunder from the Equipment Notes or pursuant to the Liquidity Facilities. Nothing contained
in this ‎Section 8.01(a) shall require the consent of a Trustee at any time following the payment of Final Distributions
with respect to the related Class of Certificates. If the Replacement Liquidity Facility for any Liquidity Facility is to
be comprised of more than one instrument as contemplated by the definition of the term “Replacement Liquidity Facility”,
then each party hereto agrees to amend this Agreement and the other Operative Agreements to incorporate appropriate mechanics
for multiple instruments for such Replacement Liquidity Facility for a single Trust (including without limitation clauses ‎(i) and
‎(ii) of ‎Section 2.04(a) and
clauses “first” through “fifth” of ‎Section 3.02, in each
case, with respect to the Replacement Liquidity Provider of such Replacement Liquidity Facility).


 


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(a)            In
the event that the Subordination Agent, as the registered holder of any Equipment Notes, receives a request for the giving of
notice or its consent to any amendment, supplement, modification, approval, consent or waiver under such Equipment Notes, the
Indenture pursuant to which such Equipment Notes were issued, the related Participation Agreement or other related document, (i) if
no Indenture Event of Default shall have occurred and be continuing with respect to such Indenture, the Subordination Agent shall
request directions with respect to each series of such Equipment Notes from the Trustee of the Trust which holds such Equipment
Notes and shall vote or consent in accordance with the directions of such Trustee and (ii) if any Indenture Event of Default
shall have occurred and be continuing with respect to such Indenture, the Subordination Agent will exercise its voting rights
as directed by the Controlling Party, subject to Sections ‎4.01 and ‎4.04. Notwithstanding the foregoing, without
the consent of each Liquidity Provider and each affected Certificateholder holding Certificates representing a Fractional Undivided
Interest in the Equipment Notes under the applicable Indenture held by the Subordination Agent, no such amendment, supplement,
modification, approval, consent or waiver shall (i) reduce the principal amount of, Premium, if any, or interest on, any
such Equipment Note under such Indenture (other than any change in the principal amount of any such Equipment Note in connection
with any substitution pursuant to Section 7.04(f) of such Indenture); (ii) change the date on which any principal
amount of, Premium, if any, or interest on any such Equipment Note under such Indenture, is due or payable; (iii) create
any Lien with respect to the Collateral subject to such Indenture prior to or pari passu with the Lien thereon under such
Indenture except such as are permitted by such Indenture; provided that, without the consent of each Certificateholder,
no such amendment, supplement, modification, approval, consent or waiver shall modify ‎Section 3.03 or Section 9.02(a)(3) of
such Indenture or deprive any Certificateholder of the benefit of the Lien of such Indenture on such Collateral, except as provided
in connection with the exercise of remedies under Article ‎IV of such Indenture or as otherwise permitted by such Indenture;
(iii) reduce the percentage of the outstanding principal amount of the Equipment Notes under such Indenture the consent of
whose holders is required for any supplemental agreement, or the consent of whose holders is required for any waiver of compliance
with certain provisions of such Indenture or of certain defaults thereunder or their consequences provided for in such Indenture;
or (v) make any change in Section 4.05 or Section 9.02 of such Indenture, except to provide that certain other
provisions of such Indenture cannot be modified or waived without the consent of each holder of an Equipment Note under such Indenture
affected thereby.


 


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(b)            If
(x)  any series of Additional Equipment Notes, with respect to all of the Aircraft for which such series of Additional
Equipment Notes are at the time outstanding, are redeemed and new Equipment Notes of a corresponding series are to be issued with
respect to any or all of the Aircraft under the applicable Indentures or (y) at any time following the payment in full at
maturity or otherwise of the series of Additional Equipment Notes with respect to all of the Aircraft for which such series of
Additional Equipment Notes are at the time outstanding and new Equipment Notes of a corresponding series are to be issued with
respect to any or all of the Aircraft under the applicable Indentures, in each case in accordance with the terms of Section 2.02
of each such Indenture, such series of new Equipment Notes in each case (the “Refinancing Equipment Notes”)
shall be issued to a new pass through trust (a “Refinancing Trust”) that issues a class of pass through certificates
(the “Refinancing Certificates”) to certificateholders (each, a “Refinancing Certificateholder”)
pursuant to a pass through trust agreement (a “Refinancing Trust Agreement”) with a trustee (a “Refinancing
Trustee”). A Refinancing Trust, a Refinancing Trustee and the Refinancing Certificates shall be subject to all of the
provisions of this Agreement in the same manner as the Trust, the Trustee and the Certificates of the Class corresponding
to the series of the refinanced Equipment Notes, including, the subordination of the Refinancing Certificates to the extent provided
herein to in the case of any Refinancing Certificates issued in respect of any Additional Certificates, the Administration Expenses,
the Liquidity Obligations, the Class AA Certificates, and, if applicable, any other class of Additional Certificates that
rank senior, in priority of payment of “Expected Distributions” under this Agreement, to such Refinancing Certificates.
Such issuance of Refinancing Equipment Notes and Refinancing Certificates and the amendment of this Agreement as provided below
shall require Ratings Confirmation with respect to each Class of Certificates then rated by the Rating Agencies and shall
not materially adversely affect the Trustee in its individual capacity or the Liquidity Providers. This Agreement shall be amended
by written agreement of FedEx and the Subordination Agent to give effect to the issuance of any Refinancing Certificates subject
to the following terms and conditions:


 


(i)            the
Refinancing Trustee shall be added as a party to this Agreement;


 


(ii)            the
definitions of “Certificate”, “Class”, “Final Legal Distribution Date”, “Trust”,
“Trust Agreement” and “Controlling Party” (and such other applicable definitions) shall be revised, as
appropriate, to reflect such issuance (and the subordination, as applicable, of the Refinancing Certificates and the Refinancing
Equipment Notes);


 


(iii)          the
Refinancing Certificates may have the benefit of credit support similar to the Class AA Liquidity Facility or different therefrom
and claims for fees, interest, expenses, reimbursement of advances and other obligations arising from such credit support (A) in
the case of any Refinancing Certificates issued in respect of any class of Additional Certificates generally subordinated to the
Class AA Certificates (but not to any other class of Additional Certificates), may rank pari passu with similar claims
in respect of the Class AA Liquidity Facility and (B) in the case of any Refinancing Certificates issued in respect
of any class of Additional Certificates to which clause (A) is not applicable, shall be subordinated to the Administration
Expenses and the Liquidity Obligations relating to each of the Class AA Certificates and any more senior, in priority of
“Expected Distributions” under this Agreement, class of Additional Certificates; provided that, (x) in
each case, Ratings Confirmation with respect to each Class of Certificates then rated by the Rating Agencies shall have been
obtained and (y) (1) in the case of clause (A) the prior written consent of the Class AA Liquidity Provider
shall have been obtained and (2) in the case of clause (B) the prior written consent of the Class AA Liquidity
Provider and any other liquidity providers in respect of any class of Additional Certificates that is more senior, in priority
of “Expected Distributions” under this Agreement, to such class of Additional Certificates, shall have been obtained;


 


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(iv)            the
Refinancing Certificates cannot be issued to FedEx but may be issued to any of FedEx’s Affiliates (other than Parent) so
long as such Affiliate shall have bankruptcy remote and special purpose provisions in its certificate of incorporation or other
organizational documents and any subsequent transfer of such Refinancing Certificates from such Affiliate to any other Affiliate
of FedEx shall be similarly restricted; and


 


(v)            the
scheduled payment dates on the Refinancing Equipment Notes shall be the Regular Distribution Dates.


 


The
issuance of the Refinancing Certificates in compliance with all of the foregoing terms in clauses ‎(i) to ‎(v) of
this ‎Section 8.01(c), and any amendment of any Parent Guarantee described in Section 9.03 of the Indentures, shall
be deemed to not materially adversely affect any of the Class AA Trustee’s rights and obligations and shall
not require the consent of any Trustee or the holders of any Class of Certificates. The Class AA Liquidity Provider
hereby agrees and confirms that it shall be deemed to consent to any issuance and amendment in accordance with this ‎Section 8.01(c) (without
prejudice to the consent rights of the Class AA Liquidity Provider described in the proviso to clause ‎(iii) thereof)
and that any such issuance and amendment shall not affect any of its respective obligations under the Class AA Liquidity
Facility, provided that a condition to the issuance of any Refinancing Certificates issued in respect of a Class of
Certificates with a Liquidity Facility shall be the payment in full of all amounts owed to the Class AA Liquidity Provider
under the Class AA Liquidity Facility and the termination of the Liquidity Facility for the Class being refinanced upon
the issuance of such Refinancing Certificates. The Subordination Agent shall deliver to each Trustee and each Liquidity Provider
(other than the Liquidity Provider of such terminated Liquidity Facility) a copy of the amendments made to this Agreement and
all opinions, certificates and other documents delivered in connection with the issuance of any Refinancing Certificates.


 


(c)            Pursuant
to the terms of ‎Section 2.02 of each applicable Indenture, one or more additional series of Equipment Notes (the “Additional
Equipment Notes”), which shall be subordinated in right of payment to the Series AA Equipment Notes, and, if applicable,
one or more series of Additional Equipment Notes under such Indenture, may be issued at any time and from time to time with respect
to any or all of the Aircraft. If any series of Additional Equipment Notes are issued under any Indenture, each such series of
Additional Equipment Notes shall be issued to a new pass through trust (an “Additional Trust”) that issues
a class of pass through certificates (the “Additional Certificates”) to certificateholders (each, an “Additional
Certificateholder”) pursuant to a pass through trust agreement (an “Additional Trust Agreement”)
with a trustee (an “Additional Trustee”). In such case, this Agreement, including without limitation Sections ‎2.04,
‎3.01 and ‎3.02 hereof, shall be amended by written agreement of FedEx and the Subordination Agent to provide for
the subordination of such class of Additional Certificates to, and to provide for distributions on the Additional Certificates
after payment of, the Administration Expenses, the Liquidity Obligations, the Class AA Certificates, and, if applicable,
any other Additional Certificates that rank senior, in priority of payment of “Expected Distributions” under this
Agreement, to such Additional Certificates (subject to clause ‎(iii) below). Such issuance, and the amendment of
this Agreement as provided below shall require Ratings Confirmation with respect to each Class of Certificates then rated
by the Rating Agencies and shall not materially adversely affect the Class AA Trustee in its individual capacities or the
Class AA Liquidity Provider. This Agreement shall be amended by written agreement of FedEx and the Subordination Agent to
give effect to the issuance of any Additional Certificates subject to the following terms and conditions:


 


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(i)            the
Additional Trustee shall be added as a party to this Agreement;


 


(ii)           the
definitions of “Certificate”, “Class”, “Equipment Notes”, “Final Legal Distribution
Date”, “Trust”, “Trust Agreement”, and “Controlling Party” (and such other applicable
definitions) shall be revised, as appropriate, to reflect the issuance of the Additional Certificates (and the subordination thereof);


 


(iii)         ‎Section 3.02
may be revised, with respect to any class of Additional Certificates, to provide for the distribution of “Adjusted Interest”
for such class of Additional Certificates (calculated in a manner substantially similar to the calculation of Adjusted Interest)
after the Adjusted Interest for any Additional Certificates that rank senior, in priority of payment of “Expected Distributions”
under this Agreement, to such Additional Certificates but before Expected Distributions on the Class AA Certificates;


 


(iv)        the
Additional Certificates may have the benefit of credit support similar to the Class AA Liquidity Facility or different therefrom,
provided that (A) claims for fees, interest, expenses, reimbursement of advances and other obligations arising from such
credit support (1) may, in the case of any class of Additional Certificates generally subordinated to the Class AA Certificates
(but not any other class of Additional Certificates), rank pari passu with similar claims in respect of the Class AA
Liquidity Facility so long as the prior written consent of the Class AA Liquidity Provider shall have been obtained or (2) shall,
in the case of any class of Additional Certificates to which clause (1) is not applicable, be subordinated to the Administration
Expenses and the Liquidity Obligations relating to each of the Class AA Certificates and any more senior, in priority of
“Expected Distributions” under this Agreement, class of Additional Certificates, and (B) Ratings Confirmation
with respect to each Class of Certificates then rated by the Rating Agencies shall have been obtained;


 


(v)        the
Additional Certificates may be rated by the Rating Agencies;


 


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(vi)            the
Additional Certificates cannot be issued to FedEx but may be issued to any of FedEx’s Affiliates so long as such Affiliate
shall have bankruptcy remote and special purpose provisions in its certificate of incorporation or other organizational documents
and any subsequent transfer of such Additional Certificates from such Affiliate to any other Affiliate of FedEx shall be similarly
restricted; and


 


(vii)            the
scheduled payment dates on such series of Additional Equipment Notes shall fall on a Regular Distribution Date.


 


The
issuance of the Additional Certificates in compliance with all of the foregoing terms in clauses ‎(i) to ‎(vii) of
this ‎Section 8.01(d), and any amendment of any Parent Guarantee described in Section 9.03 of the Indentures, shall
be deemed to not materially adversely affect any of the Class AA Trustee’s rights and obligations and shall
not require the consent of the Class AA Trustee or the holders of any Class of Certificates. The Class AA Liquidity
Provider hereby agrees and confirms that it shall be deemed to consent to any issuance and amendment in accordance with this ‎Section 8.01(d) (without
prejudice to the consent right of the Class AA Liquidity Provider described in clause (iv)(1) thereof) and that any
such issuance and amendment shall not affect any of its respective obligations under the Class AA Liquidity Facility. The
Subordination Agent shall deliver to each Trustee and each Liquidity Provider a copy of the amendments made to this Agreement
and all opinions, certificates and other documents delivered in connection with the issuance of any Additional Certificates.


 


Section 8.02     Subordination
Agent Protected. If, in the reasonable opinion of the institution acting as the Subordination Agent hereunder, any
document required to be executed by it pursuant to the terms of ‎Section 8.01 adversely
affects any right, duty, immunity or indemnity with respect to such institution under this Agreement or any Liquidity Facility,
the Subordination Agent may in its discretion decline to execute such document.


 


Section 8.03     Effect
of Supplemental Agreements. Upon the execution of any amendment,
consent or supplement hereto pursuant to the provisions hereof, this Agreement shall be and shall be deemed to be modified and
amended in accordance therewith and the respective rights, limitations of rights, obligations, duties and immunities under this
Agreement of the parties hereto and beneficiaries hereof shall thereafter be determined, exercised and enforced hereunder subject
in all respects to such modifications and amendments, and all the terms and conditions of any such supplemental agreement shall
be and be deemed to be part of the terms and conditions of this Agreement for any and all purposes. In executing or accepting
any supplemental agreement permitted by this Article ‎VIII, the Subordination
Agent shall be entitled to receive, and shall be fully protected in relying upon, an opinion of counsel stating that the execution
of such supplemental agreement is authorized or permitted by this Agreement.


 


Section 8.04     Notice
to Rating Agencies. Promptly following its receipt of each amendment,
consent, modification, supplement or waiver contemplated by this Article ‎VIII,
the Subordination Agent shall send a copy thereof to each Rating Agency.


 


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ARTICLE IX


 


MISCELLANEOUS


 


Section 9.01     Termination
of Intercreditor Agreement. Following payment of Final Distributions with respect to each Class of Certificates
and the payment in full of all Liquidity Obligations to the Class AA Liquidity Provider and provided that there shall then
be no other amounts due to the Certificateholders, the Class AA Trustee, the Class AA Liquidity Provider and the Subordination
Agent hereunder or under the Trust Agreements, and that the commitment of the Class AA Liquidity Provider under the Class AA
Liquidity Facility shall have expired or been terminated, this Agreement and the trusts created hereby shall terminate and this
Agreement shall be of no further force or effect. Except as aforesaid or otherwise provided, this Agreement and the trusts created
hereby shall continue in full force and effect in accordance with the terms hereof.


 


Section 9.02     Intercreditor
Agreement for Benefit of Trustee, Liquidity Provider and Subordination Agent.
Subject to the second sentence of ‎Section 9.06 and the provisions of Section ‎4.04
and ‎8.01, nothing in this Agreement, whether express or implied, shall be construed
to give to any Person other than the Class AA Trustee, the Class AA Liquidity Provider and the Subordination Agent any
legal or equitable right, remedy or claim under or in respect of this Agreement.


 


Section 9.03     Notices.
Unless otherwise expressly specified or permitted by the terms hereof, all notices required or permitted under the terms and provisions
of this Agreement shall be in English and in writing, and any such notice may be given by United States mail, courier service
or facsimile or any other customary means of communication, and any such notice shall be effective when delivered (or, if mailed,
three Business Days after deposit, postage prepaid, in the first class United States mail and, if delivered by facsimile,
upon completion of transmission and confirmation by the sender (by a telephone call to a representative of the recipient or by
machine confirmation) that such transmission was received),


 


if to the Subordination Agent,
to:


 


		Wilmington
         Trust Company
 11 North Market Square
 Wilmington, DE 19890-1605
	 	Attention:	Global
                                         Capital Market Services
	 	Ref:	FedEx 2020-1AA EETC
	 	Telephone:	[     ]
	 	Telecopy:	[     ]



 


if to any Trustee, to:


 





		Wilmington Trust Company

         11 North Market Square

         Wilmington, DE 19890-1605
	 	Attention:	Global
                                         Capital Market Services
	 	Ref:	FedEx 2020-1AA EETC
	 	Telephone:	[     ]
	 	Telecopy:	[     ]


 


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if to the Class AA Liquidity
Provider, to:


 


		 Middle
                                         office


BNP
Paribas


525 Washington Blvd # 600


Jersey City NJ 07310


United States


Attention: Luis Montanti


Email: ito.credit.mo@us.bnpparibas.com


 


With a copy to:


 


Loan
Servicing Team


BNP Paribas


2001, Robert-Bourassa boulevard, Suite 900


Montreal, OC H3A 2A6


Canada


Attention: Patrizia Rizzo, Team Leader – Loan Servicing


Email: dl.nyk_ls_regional@us.bnpparibas.com


	 



 


Any
party, by notice to the other parties hereto, may designate additional or different addresses for subsequent notices or communications.
Whenever the words “notice” or “notify” or similar words are used herein, they mean the provision of formal
notice as set forth in this ‎Section 9.03.


 


Section 9.04     Severability.
To the extent permitted by applicable law, any provision of this Agreement which is prohibited or unenforceable in any jurisdiction
shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable
such provision in any other jurisdiction.


 


Section 9.05     No
Oral Modifications or Continuing Waivers. No terms or provisions of this Agreement may be changed, waived, discharged
or terminated orally, but only by an instrument in writing signed by the party or other Person against whom enforcement of the
change, waiver, discharge or termination is sought and any other party or other Person whose consent is required pursuant to this
Agreement and any waiver of the terms hereof shall be effective only in the specific instance and for the specific purpose given.


 


Section 9.06     Successors
and Assigns. All covenants and agreements contained herein shall bind and inure to the benefit of, and be enforceable
by, each of the parties hereto and the successors and permitted assigns of each, all as herein provided. In addition, the FedEx
Provisions shall inure to the benefit of FedEx and its successors and permitted assigns, and (without limitation of the foregoing)
FedEx is hereby constituted, and agreed to be, an express third party beneficiary of the FedEx Provisions.


 


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Section 9.07     Headings.
The headings of the various Articles and Sections herein and in the Table of Contents hereto are for convenience of reference
only and shall not define or limit any of the terms or provisions hereof.


 


Section 9.08     Counterparts.
This Agreement may be executed in any number of counterparts (and each party shall not be required to execute the same counterpart).
Each counterpart of this Agreement including a signature page or pages executed by each of the parties hereto shall
be an original counterpart of this Agreement, but all of such counterparts together constitute one instrument. The parties intend
that faxed signatures hereto and electronically imaged signatures such as .pdf files shall constitute original signatures and
are binding on all parties. The parties’ original signatures hereto shall be promptly delivered, if requested.


 


Section 9.09     Subordination.
(a) As between the Class AA Liquidity Provider (and any additional liquidity providers in respect of any class of Refinancing
Certificates or any Additional Certificates), on the one hand, and the Class AA Trustee (and any Refinancing Trustees or
any Additional Trustees) and the Certificateholders (and any Refinancing Certificateholders or any Additional Certificateholders),
on the other hand, and as among the Class AA Trustee (and any Refinancing Trustees or any Additional Trustees) and the related
Certificateholders (and any Refinancing Certificateholders or any Additional Certificateholders) this Agreement shall be a subordination
agreement for purposes of Section 510 of the Bankruptcy Code.


 


(a)            Notwithstanding
the provisions of this Agreement, if prior to the payment in full to the Class AA Liquidity Provider of all Liquidity Obligations
then due and payable any party hereto shall have received any payment or distribution in respect of Equipment Notes or any other
amount under the Indentures or other Operative Agreements which, had the subordination provisions of this Agreement been properly
applied to such payment, distribution or other amount, would not have been distributed to such Person, then such payment, distribution
or other amount shall be received and held in trust by such Person and paid over or delivered to the Subordination Agent for application
as provided herein.


 


(b)            If
the Class AA Trustee, the Class AA Liquidity Provider or the Subordination Agent receives any payment in respect of
any obligations owing or amounts distributable hereunder (or, in the case of the Class AA Liquidity Provider, in respect
of the Liquidity Obligations), which is subsequently invalidated, declared preferential, set aside and/or required to be repaid
to a trustee, receiver or other party, then, to the extent of such payment, such obligations or amounts (or, in the case of the
Class AA Liquidity Provider, such Liquidity Obligations) intended to be satisfied shall be revived and continue in full force
and effect as if such payment had not been received.


 


(c)            The
Class AA Trustee (on behalf of itself and the holders of Certificates), the Class AA Liquidity Provider and the Subordination
Agent expressly confirm and agree that the payment priorities and subordination specified in Articles ‎II and ‎III shall
apply in all circumstances, notwithstanding (x) the fact that the obligations owed to the Class AA Trustee are secured
by certain assets and the Liquidity Obligations may not be so secured or (y) the occurrence of a FedEx Bankruptcy Event or
any similar event or occurrence relating to any other Person (it being expressly agreed that the payment priorities and subordination
specified in Articles ‎II and ‎III shall apply whether or not a claim for post-petition or post-filing interest is allowed
in the proceedings resulting from such FedEx Bankruptcy Event or other event or occurrence). The Trustee expressly agrees (on
behalf of itself and the holders of Certificates) not to assert priority over the holders of Liquidity Obligations (except as
specifically set forth in ‎Section 3.02) due to their status as secured creditors in any bankruptcy, insolvency or other
legal proceeding.


 


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(d)            The
Class AA Trustee (on behalf of itself and the holders of Certificates), the Class AA Liquidity Provider and the Subordination
Agent may take any of the following actions without impairing its rights under this Agreement:


 


(i)            obtain
a Lien on any property to secure any amounts owing to it hereunder, including, in the case of the Class AA Liquidity Provider,
the Liquidity Obligations;


 


(ii)            obtain
the primary or secondary obligation of any other obligor with respect to any amounts owing to it hereunder, including, in the
case of the Class AA Liquidity Provider, any of the Liquidity Obligations;


 


(iii)            renew,
extend, increase, alter or exchange any amounts owing to it hereunder, including, in the case of the Class AA Liquidity Provider,
any of the Liquidity Obligations, or release or compromise any obligation of any obligor with respect thereto;


 


(iv)            refrain
from exercising any right or remedy, or delay in exercising any right or remedy, which it may have; or


 


(v)            take
any other action which might discharge a subordinated party or a surety under applicable law;


 


provided,
however, that the taking of any such actions by any of the Trustee, any Liquidity Provider or the Subordination Agent shall
not prejudice the rights or adversely affect the obligations of any other party under this Agreement.


 


Section 9.10     Governing
Law. THIS AGREEMENT HAS BEEN DELIVERED IN THE STATE OF NEW YORK AND SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAW OF THE STATE OF NEW YORK, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE.


 


Section 9.11     Submission
to Jurisdiction; Waiver of Jury Trial; Waiver of Immunity.
(a) Each of the parties hereto, to the extent it may do so under applicable law, for purposes hereof and of all other Operative
Agreements hereby (i) irrevocably submits itself to the non-exclusive jurisdiction of the courts of the State of New York
sitting in the City of New York and to the non-exclusive jurisdiction of the United States District Court for the Southern
District of New York, for the purposes of any suit, action or other proceeding arising out of this Agreement, the subject matter
hereof or any of the transactions contemplated hereby brought by any party or parties hereto or thereto, or their successors or
permitted assigns, (ii) waives, and agrees not to assert, by way of motion, as a defense, or otherwise, in any such
suit, action or proceeding, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit,
action or proceeding is improper or that this Agreement or the subject matter hereof or any of the transactions contemplated hereby
may not be enforced in or by such courts, and (iii) agrees that nothing herein shall affect the right to effect service of
process in any other manner permitted by law or shall limit the right to sue in any other jurisdiction.


 


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(a)            EACH
OF THE PARTIES HERETO HEREBY AGREES TO WAIVE ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON
OR ARISING OUT OF THIS AGREEMENT OR ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT AND THE RELATIONSHIP
THAT IS BEING ESTABLISHED, including, without limitation, contract claims, tort claims, breach of duty claims and all other common
law and statutory claims. Each of the parties warrants and represents that it has reviewed this waiver with its legal counsel,
and that it knowingly and voluntarily waives its jury trial rights following consultation with such legal counsel. TO THE EXTENT
PERMITTED BY APPLICABLE LAW, THIS WAIVER IS IRREVOCABLE AND CANNOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THIS WAIVER SHALL
APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT.


 


(b)            To
the extent that any Liquidity Provider or any of its properties has or may hereafter acquire any right of immunity, whether characterized
as sovereign immunity or otherwise, and whether under the United States Foreign Sovereign Immunities Act of 1976 (or any
successor legislation) or otherwise, from any legal proceedings, whether in the United States or elsewhere, to enforce or collect
upon this Agreement, including, without limitation, immunity from suit or service of process, immunity from jurisdiction or judgment
of any court or tribunal or execution of a judgment, or immunity of any of its property from attachment prior to any entry of
judgment, or from attachment in aid of execution upon a judgment, the Class AA Liquidity Provider, hereby irrevocably and
expressly waives any such immunity, and agrees not to assert any such right or claim in any such proceeding, whether in the United
States or elsewhere.


 


Section 9.12     Non-Petition.
The Class AA Liquidity Provider covenants that until one year and one day after the Equipment Notes have been paid in full,
it shall not acquiesce, petition or otherwise invoke or cause or join in invoking or causing any Trust or any other Person to
invoke the process of any governmental authority for the purpose of commencing or sustaining a case (whether voluntary or not)
against such Trust under any bankruptcy, insolvency or similar law or appointing a receiver, liquidator, assignee, trustee, custodian,
sequestrator or other similar official of such Trust or any substantial part of its property or ordering the winding up or liquidation
of the affairs of such Trust.


 


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Section 9.13     U.S.A.
Patriot Act. The parties hereto acknowledge that in accordance with Section 326 of the U.S.A. Patriot Act, the
Subordination Agent, like all financial institutions, in order to help fight the funding of terrorism and money laundering, is
required to obtain, verify and record information that identifies each person or legal entity that establishes a relationship
or opens an account with the Subordination Agent. Each party to this Agreement agrees for itself that it will provide the Subordination
Agent with such information relating to such party as it may reasonably request in order for the Subordination Agent to satisfy
the requirements of the U.S.A. Patriot Act.


 


Section 9.14     Certain
Tax Considerations.


 


The
parties agree to treat FedEx as the beneficial owner for U.S. federal income tax purposes of any (i) investments of funds
on deposit in the Cash Collateral Accounts pursuant to ‎Section 3.05(f) and
(ii) investments which could give rise to any Investment Earnings subject to ‎Section 3.03(b),
and accordingly agree to report any income or losses from such investments as income or loss of FedEx for U.S. federal, state
and local income tax purposes.


 


[Remainder of Page Intentionally
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IN WITNESS WHEREOF,
the parties hereto have caused this Agreement to be duly executed by their respective officers thereunto duly authorized, as of
the date first above written.


 


	 	WILMINGTON TRUST COMPANY, as Trustee for the Class AA Trust
	 	 	 
	 	 	 
		By:	/s/ Adam R. Vogelsong
	 	 	Name: Adam R. Vogelsong
	 	 	Title: Vice President
	 	 	 
	 	 	 
	 	WILMINGTON TRUST COMPANY, as Subordination Agent
	 	 	 
	 	 	 
	 	By:	/s/ Adam R. Vogelsong
	 	 	Name: Adam R. Vogelsong
	 	 	Title: Vice President



 


Signature Page


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	 	BNP PARIBAS, acting through its New York branch, as Class AA Liquidity Provider
	 	 	 
	 	 	 
		By:	/s/ Advait Josh
	 	 	Name: Advait Josh
	 	 	Title: Director
	 	 	 
	 	 	 
	 	By:	/s/ Chris Fukouka
	 	 	Name: Chris Fukouka
	 	 	Title: Vice President



 


Signature
Page

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ANNEX A to

INTERCREDITOR AGREEMENT (2020-1)


 


AIRCRAFT


 


	No.	U.S.

    Registration

    No.	Airframe

    Manufacturer	Airframe
    Model

    (including generic

    manufacturer and model)	Airframe

    MSN	Engine
    Manufacturer	Engine
    Model

    (including generic

    manufacturer and model)
	1	N126FE	Boeing	767-3S2F

        (Generic Model 767-300F)
	42718	General
    Electric	CF6-80C2B6F

        (Generic Model CF6-80C2)

	2	N130FE	Boeing	767-3S2F

        (Generic Model 767-300F)
	42720	General
    Electric	CF6-80C2B6F

        (Generic Model CF6-80C2)

	3	N135FE	Boeing	767-3S2F

        (Generic Model 767-300F)
	42722	General
    Electric	CF6-80C2B6F

        (Generic Model CF6-80C2)

	4	N138FE	Boeing	767-3S2F

        (Generic Model 767-300F)
	42723	General
    Electric	CF6-80C2B6F

        (Generic Model CF6-80C2)

	5	N144FE	Boeing	767-3S2F

        (Generic Model 767-300F)
	42726	General
    Electric	CF6-80C2B6F

        (Generic Model CF6-80C2)

	6	N151FE	Boeing	767-3S2F

        (Generic Model 767-300F)
	43630	General
    Electric	CF6-80C2B6F

        (Generic Model CF6-80C2)

	7	N153FE	Boeing	767-3S2F

        (Generic Model 767-300F)
	63095	General
    Electric	CF6-80C2B6F

        (Generic Model CF6-80C2)

	8	N155FE	Boeing	767-3S2F

        (Generic Model 767-300F)
	43631	General
    Electric	CF6-80C2B6F

        (Generic Model CF6-80C2)

	9	N168FE	Boeing	767-3S2F

        (Generic Model 767-300F)
	63100	General
    Electric	CF6-80C2B6F

        (Generic Model CF6-80C2)

	10	N172FE	Boeing	767-3S2F

        (Generic Model 767-300F)
	63103	General
    Electric	CF6-80C2B6F

        (Generic Model CF6-80C2)

	11	N180FE	Boeing	767-3S2F

        (Generic Model 767-300F)
	63111	General
    Electric	CF6-80C2B6F

        (Generic Model CF6-80C2)

	12	N183FE	Boeing	767-3S2F

        (Generic Model 767-300F)
	63114	General
    Electric	CF6-80C2B6F

        (Generic Model CF6-80C2)

	13	N184FE	Boeing	767-3S2F

        (Generic Model 767-300F)
	63115	General
    Electric	CF6-80C2B6F

        (Generic Model CF6-80C2)

	14	N845FD	Boeing	777FS2

        (Generic Model 777F)
	40675	General
    Electric	GE90-110B1
    (Generic Model GE90-110)
	15	N869FD	Boeing	777FS2

        (Generic Model 777F)
	42705	General
    Electric	GE90-110B1
    (Generic Model GE90-110)
	16	N876FD	Boeing	777FS2

        (Generic Model 777F)
	40683	General
    Electric	GE90-110B1
    (Generic Model GE90-110)
	17	N877FD	Boeing	777FS2

        (Generic Model 777F)
	41440	General
    Electric	GE90-110B1
    (Generic Model GE90-110)
	18	N891FD	Boeing	777FS2

        (Generic Model 777F)
	40682	General
    Electric	GE90-110B1
    (Generic Model GE90-110)
	19	N897FD	Boeing	777FS2

        (Generic Model 777F)
	66255	General
    Electric	GE90-110B1
    (Generic Model GE90-110)


 


Intercreditor Agreement (2020-1)