Exhibit 4.6


 


Execution Version


 


 


REVOLVING CREDIT AGREEMENT

(2020-1AA)


 


Dated as of August 13, 2020


 


between


 


WILMINGTON TRUST COMPANY,

as Subordination Agent,

as agent and trustee for the trustee of

FedEx Pass Through Trust 2020-1AA,


 


as Borrower


 


and


 


BNP PARIBAS, acting through its New York
Branch,


 


as Liquidity Provider


 


FedEx Pass Through Trust 2020-1AA

FedEx

Pass Through Certificates,

Series 2020-1AA


 


 


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Table of Contents


 


Page


 


	Article I
    DEFINITIONS	1
	 	 
	Section 1.01	Definitions	1
	 	 	 
	Article II
    Amount and Terms of the Commitment	12
	 	 
	Section 2.01	The Advances	12
	Section 2.02	Making of Advances	12
	Section 2.03	Fees	14
	Section 2.04	Reduction or Termination of the Maximum Commitment	14
	Section 2.05	Repayments of Interest Advances, the Special
    Termination Advance or the Final Advance	15
	Section 2.06	Repayments of Provider Advances	16
	Section 2.07	Payments to the Liquidity Provider Under the
    Intercreditor Agreement	17
	Section 2.08	Book Entries	17
	Section 2.09	Payments from Available Funds Only	17
	Section 2.10	Extension of the Expiry Date; Non-Extension
    Advance	18
	 	 	 
	Article III
    Obligations of the Borrower	18
	 	 
	Section 3.01	Increased Costs	18
	Section 3.02	Reserved	19
	Section 3.03	Withholding Taxes	20
	Section 3.04	Payments	21
	Section 3.05	Computations	22
	Section 3.06	Payment on Non-Business Days	22
	Section 3.07	Interest	22
	Section 3.08	Replacement of Borrower	24
	Section 3.09	Funding Loss Indemnification	24
	Section 3.10	Illegality	25
	 	 	 
	Article IV
    CONDITIONS PRECEDENT	25
	 	 
	Section 4.01	Conditions Precedent to Effectiveness of Section 2.01	25
	Section 4.02	Conditions Precedent to Borrowing	27
	Section 4.03	Representations and Warranties	27
	 	 	 
	Article V
    COVENANTS	27
	 	 
	Section 5.01	Affirmative Covenants of the Borrower	27
	Section 5.02	Negative Covenants of the Borrower	28



 


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Table of Contents

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	Article VI
    LIQUIDITY EVENTS OF DEFAULT AND SPECIAL TERMINATION	28
	 	 
	Section 6.01	Liquidity Events of Default	28
	 	 	 
	Article VII
    MISCELLANEOUS	29
	 	 
	Section 7.01	No Oral Modifications or Continuing Waivers	29
	Section 7.02	Notices	29
	Section 7.03	No Waiver; Remedies	31
	Section 7.04	Further Assurances	31
	Section 7.05	Indemnification; Survival of Certain Provisions	31
	Section 7.06	Liability of the Liquidity Provider	31
	Section 7.07	Certain Costs and Expenses	32
	Section 7.08	Binding Effect; Participations	33
	Section 7.09	Severability	34
	Section 7.10	Governing Law	35
	Section 7.11	Submission to Jurisdiction; Waiver of Jury Trial;
    Waiver of Immunity	35
	Section 7.12	Counterparts	36
	Section 7.13	Entirety	36
	Section 7.14	Headings	36
	Section 7.15	Liquidity Provider’s Obligation to Make
    Advances	36
	Section 7.16	Patriot Act	36
	Section 7.17	Acknowledgment and Consent to Bail-In of EEA
    Financial Institutions	37
	Section 7.18	Head Office Obligations	37



 


	Annex I	- Form of Interest Advance
    Notice of Borrowing
	Annex II	- Form of Non-Extension Advance Notice
    of Borrowing
	Annex III	- Form of Downgrade Advance Notice of Borrowing
	Annex IV	- Form of Final Advance Notice of Borrowing
	Annex V	- Form of Special Termination Advance Notice
    of Borrowing
	Annex VI	- Form of Notice of Termination
	Annex VII	- Form of Notice of Special Termination
	Annex VIII	- Form of Notice of Replacement Subordination
    Agent



 


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REVOLVING CREDIT AGREEMENT

(2020-1AA)


 


This REVOLVING CREDIT AGREEMENT (2020-1AA),
dated as of August 13, 2020, is made by and between WILMINGTON TRUST COMPANY, a Delaware trust company, not in its individual
capacity but solely as Subordination Agent (such term and other capitalized terms used herein without definition being defined
as provided in Article I) under the Intercreditor Agreement (as defined below), as agent and trustee for the Class AA
Trustee (in such capacity, together with its successors in such capacity, the “Borrower”), and BNP PARIBAS,
a société anonyme organized under the laws of France, acting through its New York branch (the “Liquidity
Provider”).


 


W I T N E S S E T H:


 


WHEREAS, pursuant to the Class AA
Trust Agreement, the Class AA Trust is issuing the Class AA Certificates; and


 


WHEREAS, the Borrower, in order to support
the timely payment of a portion of the interest on the Class AA Certificates in accordance with their terms, has requested
the Liquidity Provider to enter into this Agreement, providing in part for the Borrower to request in specified circumstances
that Advances be made hereunder;


 


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 both the singular and the plural forms of the terms defined.


 


(b)            All
references in this Agreement to designated “Articles”, “Sections”, “Annexes” and other subdivisions
are to the designated Article, Section, Annex or other subdivision of this Agreement, unless otherwise specifically stated.


 


(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, Annex 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”.


 


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


 


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


 


“Advance” means
an Interest Advance, a Final Advance, a Provider Advance, an Unapplied Provider Advance, an Applied Provider Advance, a Special
Termination Advance, an Unapplied Special Termination Advance, an Applied Special Termination Advance or an Unpaid Advance, as
the case may be.


 


“Affected Financial Institution”
means (a) any EEA Financial Institution or (b) any UK Financial Institution.


 


“Agreement” means
this Agreement, as the same may be amended, supplemented or otherwise modified from time to time in accordance with its terms.


 


“Applicable Liquidity Rate”
has the meaning specified in Section 3.07(h).


 


“Applicable Margin”
means (a) with respect to any Interest Advance, Final Advance, Applied Provider Advance or Applied Special Termination Advance,
2.50% per annum, (b) with respect to any Unapplied Provider Advance, the rate per annum specified in the Fee Letter or (c) with
respect to any Unapplied Special Termination Advance, the rate per annum specified in the Fee Letter.


 


“Applied Downgrade Advance”
has the meaning specified in Section 2.06(a).


 


“Applied Non-Extension Advance”
has the meaning specified in Section 2.06(a).


 


“Applied Provider Advance”
means an Applied Downgrade Advance or an Applied Non- Extension Advance.


 


“Applied Special Termination
Advance” has the meaning specified in Section 2.05.


 


“Bail-In Action”
means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability
of an Affected Financial Institution.


 


“Bail-In Legislation”
means (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European
Parliament and of the Council of the European Union, the implementing law, regulation rule or requirement for such EEA Member
Country from time to time which is described in the EU Bail-In Legislation Schedule and (b) with respect to the United
Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable
in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions
or their affiliates (other than through liquidation, administration or other insolvency proceedings).


 


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“Base Rate” means
a fluctuating interest rate per annum in effect from time to time, which rate per annum shall at all times be equal to the sum
of (a) the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System
arranged by Federal funds brokers, as published for each day in the period for which the Base Rate is to be determined (or, if
such day is not a Business Day, for the preceding Business Day) by the Federal Reserve Bank of New York, or if such rate is not
so published for any day that is a Business Day, the average of the quotations for such day for such transactions received by
the Liquidity Provider from three Federal funds brokers of recognized standing selected by it (and reasonably satisfactory to
FedEx) plus (b) one-quarter of one percent (0.25%).


 


“Base Rate Advance”
means an Advance that bears interest at a rate based upon the Base Rate.


 


“Benchmark Replacement Event”
means, in respect of the London Interbank Offered Rate or any successor Benchmark Replacement Rate, an event where the applicable
administrator (or other applicable source) for such rate permanently or indefinitely ceases to provide such rate, without any
successor administrator (or other applicable source) continuing to provide such rate.


 


“Benchmark Replacement Rate”
means, following the occurrence of a Benchmark Replacement Event (with respect to the London Interbank Offered Rate or any then
applicable successor Benchmark Replacement Rate (the “Terminating Rate”)), or at the request of FedEx Express or the
Liquidity Provider in anticipation thereof following any applicable public statement from the administrator or regulatory supervisor
(or other applicable authority or source) identifying a specific date for occurrence of such Benchmark Replacement Event, an applicable
alternate rate of interest (including any relevant adjusting spread) to such Terminating Rate that gives due consideration to
(i) the then prevailing market convention for determining a rate of interest for U.S. dollar-denominated credit facilities
at such time (as the applicable market replacement for such Terminating Rate) and (ii) the requirements under proposed U.S.
Treasury regulations section 1.1001-6 and any successor regulations or guidance relating thereto, to the extent applicable, for
the replacement of such Terminating Rate with such alternate rate of interest and any associated alteration not to be treated
as a taxable exchange for U.S. federal income tax purposes, as determined pursuant to mutual written agreement of FedEx Express
and the Liquidity Provider, each acting reasonably.


 


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


 


“Borrowing” means
the making of Advances requested by delivery of a Notice of Borrowing.


 


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“Business Day”
means any day other than a Saturday, 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 Class AA Certificate is outstanding, the city and state in which the Class AA
Trustee, the Borrower or any related Loan Trustee maintains its Corporate Trust Office or receives or disburses funds, and, if
the applicable Business Day relates to any Advance or other amount bearing interest based on the LIBOR Rate, on which dealings
are carried on in the London interbank market.


 


“Code” means
the United States Internal Revenue Code of 1986, as amended.


 


“Covered Taxes”
means any Taxes imposed by the United States, or any political subdivision or taxing authority thereof or therein, that are required
by law to be deducted or withheld from any amounts payable to the Liquidity Provider under this Agreement other than (i) any
such Tax on, based on or measured by net income, franchises or conduct of business, (ii) any such Tax imposed, levied, withheld
or assessed as a result of any connection between the Liquidity Provider and the United States or such political subdivision or
taxing authority, other than a connection arising solely from the Liquidity Provider’s having executed, delivered, performed
its obligations or received a payment under, or enforced, any Operative Agreement, (iii) any such Tax attributable to the
inaccuracy in or breach by the Liquidity Provider of any of its representations, warranties or covenants contained in any Operative
Agreement to which it is a party or the inaccuracy of any form, certificate or document furnished pursuant thereto, (iv) any
such withholding Taxes imposed by the United States except to the extent such withholding Taxes would not have been required to
be deducted or withheld from payments hereunder but for a change after the date hereof in the Code or the Treasury Regulations
thereunder that affects the exemption for income that is effectively connected with the conduct of a trade or business within
the United States, (v) any withholding Taxes imposed by the United States which are imposed or increased as a result of the
Liquidity Provider failing to deliver to the Borrower any form, certificate or document (which form, certificate or document,
in the good faith judgment of the Liquidity Provider, it is legally entitled to provide) which is reasonably requested by the
Borrower to establish that payments under this Agreement are exempt from (or entitled to a reduced rate of) withholding Tax, (vi) any
such Taxes that would not have been imposed but for any change in the Lending Office without the prior written consent of FedEx
(such consent not to be unreasonably withheld), or (vii) any Taxes imposed under FATCA.


 


“Downgrade Advance”
means an Advance made pursuant to Section 2.02(b)(ii).


 


“Downgrade Event”
means any downgrading of, or any suspension or withdrawal of any applicable rating of, the Liquidity Provider by any Rating Agency
such that after such downgrading, suspension or withdrawal the Liquidity Provider does not have the minimum Long-Term Rating specified
for such Rating Agency in the definition of “Threshold Rating”. The occurrence of a Downgrade Event shall be determined
separately for each Rating Agency. For the avoidance of doubt, a Downgrade Event shall not occur with respect to a Rating Agency
so long as the Liquidity Provider has either of the applicable Threshold Ratings specified for such Rating Agency.


 


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“EEA Financial Institution”
means (a) any credit institution or investment firm established in any EEA Member Country that is subject to the supervision
of an EEA Resolution Authority, (b) any entity established in an EEA Member Country that is a parent of an institution described
in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country that is a subsidiary
of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with
its parent.


 


“EEA Member Country”
means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.


 


“EEA Resolution Authority”
means any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country
(including any delegee) having responsibility for the resolution of any EEA Financial Institution.


 


“Effective Date”
has the meaning specified in Section 4.01. The delivery of the certificate of the Liquidity Provider contemplated by Section 4.01(e) shall
be conclusive evidence that the Effective Date has occurred.


 


“EU Bail-In Legislation Schedule”
means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from
time to time.


 


“Excluded Taxes”
means (a) Taxes imposed on the overall net income of the Liquidity Provider, (b) Taxes imposed on the “effectively
connected income” of its Lending Office, (c) Covered Taxes that are indemnified pursuant to Section 3.03 hereof,
and (d) Taxes described in clauses (i) through (vii) in the definition of “Covered Taxes”.


 


“Expenses” means
liabilities, obligations, losses, damages, costs, penalties, claims, actions, suits, expenses and disbursements (including, without
limitation, reasonable fees and disbursements of legal counsel), provided that Expenses shall not include any Taxes other
than sales, use and V.A.T. taxes imposed on fees and expenses payable pursuant to Section 7.07.


 


“Expiry Date”
means the earlier of (a) the anniversary date of the Closing Date immediately following the date on which the Liquidity Provider
has provided a Non-Extension Notice to the Borrower pursuant to Section 2.10 and (b) the 15th day after the
Final Legal Distribution Date of the Class AA Certificates.


 


“FATCA” means
Sections 1471 through 1474 of the Code as of the date of this Agreement (or any amended or successor provisions that are substantively
comparable and not materially more onerous to comply with); any current or future regulations or official interpretations thereof;
any agreements entered into pursuant to Section 1471(b)(1) of the Code; any intergovernmental agreement entered into
in connection with any of the foregoing; and any fiscal or regulatory legislation, rules or practices adopted pursuant to
any such intergovernmental agreement.


 


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“Final Advance”
means an Advance made pursuant to Section 2.02(c).


 


“Head Office”
has the meaning specified in Section 7.18.


 


“Increased Cost”
has the meaning specified in Section 3.01.


 


“Intercreditor Agreement”
means the Intercreditor Agreement, dated as of the date hereof, among the Trustees, the Liquidity Provider, the liquidity provider
under each Liquidity Facility (other than this Agreement), and the Subordination Agent, as the same may be amended, supplemented
or otherwise modified from time to time in accordance with its terms.


 


“Interest Advance”
means an Advance made pursuant to Section 2.02(a).


 


“Interest Period”
means, with respect to any LIBOR Advance, each of the following periods:


 


(i)            the
period beginning on the third Business Day following either (A) the Liquidity Provider’s receipt of the Notice of Borrowing
for such LIBOR Advance or (B) the date of the withdrawal of funds from the Class AA Cash Collateral Account for the
purpose of paying interest on the Class AA Certificates as contemplated by Section 2.06(a) hereof and, in each
case, ending on the next succeeding Regular Distribution Date; and


 


(ii)          each
subsequent period commencing on the last day of the immediately preceding Interest Period and ending on the next succeeding Regular
Distribution Date;


 


provided, however, that if (x) the Final
Advance shall have been made pursuant to Section 2.02(c) or (y) other outstanding Advances shall have been converted
into the Final Advance pursuant to Section 6.01(a), then the Interest Periods shall be successive periods of one month beginning
on (A) the third Business Day following the Liquidity Provider’s receipt of the Notice of Borrowing for such Final
Advance (in the case of clause (x) above) or (B) the Regular Distribution Date following such conversion (in the case
of clause (y) above).


 


“Lending Office”
means the lending office of the Liquidity Provider through which it acts for purposes of this Agreement, which is presently located
at 525 Washington Blvd # 600, Jersey City, NJ 07310 or such other lending office as the Liquidity Provider from time to time shall
notify the Borrower as its lending office hereunder; provided that the Liquidity Provider shall not change its Lending
Office without the prior written consent of FedEx (such consent not to be unreasonably withheld).


 


“LIBOR Advance”
means an Advance bearing interest at a rate based upon the LIBOR Rate.


 


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“LIBOR Rate”
means, with respect to any Interest Period, (a) the interest rate per annum equal to the London Interbank Offered Rate per
annum administered by ICE Benchmark Administration Limited (or any other successor person which takes over administration of that
rate) for Dollar deposits, which rate is displayed on the Reuters Screen LIBOR01 (or such other page or screen as may replace
such Reuters Screen) at approximately 11:00 a.m. (London time) on the day that is two Business Days prior to the first day
of such Interest Period, for a period comparable to such Interest Period, or (b) if no such rate appears on such Reuters
Screen (or otherwise as aforesaid), the interest rate per annum equal to the average (rounded up, if necessary, to the nearest
1/100th of 1%) of the rates per annum at which deposits in Dollars are offered by the Reference Banks (or, if fewer than all of
the Reference Banks are quoting a rate for deposits in Dollars for the applicable period and amount, such fewer number of Reference
Banks) at approximately 11:00 a.m. (London time) on the day that is two Business Days prior to the first day of such Interest
Period to prime banks in the London interbank market for a period comparable to such Interest Period and in an amount approximately
equal to the principal amount of the LIBOR Advance to be outstanding during such Interest Period, or (c) if none of the Reference
Banks is quoting a rate for deposits in Dollars in the London interbank market for such a period and amount, the interest rate
per annum equal to the average (rounded up, if necessary, to the nearest 1/100th of 1%) of the rates at which deposits in Dollars
are offered by the principal New York offices of the Reference Banks (or, if fewer than all of the Reference Banks are quoting
a rate for deposits in Dollars in the New York interbank market for the applicable period and amount, such fewer number of Reference
Banks) at approximately 11:00 a.m. (New York time) on the day that is two Business Days prior to the first day of such Interest
Period to prime banks in the New York interbank market for a period comparable to such Interest Period and in an amount approximately
equal to the principal amount of the LIBOR Advance to be outstanding during such Interest Period, or (d) if none of the principal
New York offices of the Reference Banks is quoting a rate for deposits in Dollars in the New York interbank market for the applicable
period and amount, the Base Rate; provided that, if a Benchmark Replacement Event has occurred (or an applicable Benchmark
Replacement Rate has otherwise been established with agreed effectiveness prior to such Benchmark Replacement Event), the LIBOR
Rate shall be the lower of (i) the Base Rate and (ii) the Benchmark Replacement Rate (if then established and effective);
provider, further, that, if the LIBOR Rate determined as provided above with respect to any LIBOR Advance for any
Interest Period would be less than zero, then the LIBOR Rate with respect to such LIBOR Advance shall be deemed to be zero.


 


“Liquidity Event of Default”
means the occurrence of either (a) the Acceleration of all of the Equipment Notes or (b) a FedEx Bankruptcy Event.


 


“Liquidity Indemnitee”
means the Liquidity Provider, its directors, officers, employees and agents, and its successors and permitted assigns.


 


“Liquidity Provider”
has the meaning specified in the introductory paragraph to this Agreement.


 


“Maximum Available Commitment”
means, subject to the proviso contained in the third sentence of Section 2.02(a), at any time of determination, (a) the
Maximum Commitment at such time less (b) the aggregate amount of each Interest Advance outstanding at such time; provided
that, subject to Section 2.06(d), following a Provider Advance, a Special Termination Advance or a Final Advance, the
Maximum Available Commitment shall be zero.


 


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“Maximum Commitment”
means $27,634,896.00, as the same may be reduced from time to time in accordance with Section 2.04(a).


 


“Non-Extension Advance”
means an Advance made pursuant to Section 2.02(b)(i).


 


“Non-Extension Notice”
has the meaning specified in Section 2.10.


 


“Notice of Borrowing”
has the meaning specified in Section 2.02(e).


 


“Notice of Replacement Subordination
Agent” has the meaning specified in Section 3.08.


 


“Participation”
has the meaning specified in Section 7.08(b).


 


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


 


“Permitted Transferee”
means any Person that:


 


(a)            is
not a commercial air carrier, FedEx or any affiliate of FedEx; and


 


(b)            is
any one of:


 


(1)            a
commercial banking institution organized under the laws of the United States or any state thereof or the District of Columbia;


 


(2)            a
commercial banking institution that (x) is organized under the laws of France, Germany, The Netherlands, Switzerland or the
United Kingdom, (y) is entitled on the date it acquires any Participation to a complete exemption from United States federal
income Taxes for all income derived by it from the transactions contemplated by the Operative Agreements under an income tax treaty,
as in effect on such date, between the United States and such jurisdiction of its organization and (z) is engaged in the
active conduct of a banking business in such jurisdiction of its organization, holds its Participation in connection with such
banking business in such jurisdiction and is regulated as a commercial banking institution by the appropriate regulatory authorities
in such jurisdiction; or


 


(3)            a
commercial banking institution that (x) is organized under the laws of Canada, France, Germany, Ireland, Japan, Luxembourg,
The Netherlands, Sweden, Switzerland or the United Kingdom and (y) is entitled on the date it acquires any Participation
to a complete exemption from withholding of United States federal income Taxes for all income derived by it from the transactions
contemplated by the Operative Agreements under laws as in effect on such date by reason of such income being effectively connected
with the conduct of a trade or business within the United States.


 


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“Prospectus Supplement”
means the Prospectus Supplement, dated July 30, 2020, relating to the Class AA Certificates, as such Prospectus Supplement
may be amended or supplemented.


 


“Provider Advance”
means a Downgrade Advance or a Non-Extension Advance.


 


“Rate Determination Notice”
has the meaning specified in Section 3.07(g).


 


“Reference Banks”
means the principal London offices of: Deutsche Bank AG; Citibank, N.A. and JPMorgan Chase Bank; and/or such other or additional
banking institutions as may be designated from time to time by mutual agreement of FedEx and the Liquidity Provider.


 


“Regulatory Change”
means (x) the enactment, adoption or promulgation, after the date of this Agreement, of any law or regulation or the adoption
or making of any interpretations, directives or requirements applying to a class of banks including the Liquidity Provider, in
each by a United States federal or state government or by any government having jurisdiction over the Liquidity Provider, or any
change, after the date of this Agreement, in any such law, regulation, interpretation, directive or requirements, or in the interpretation
thereof by any governmental authority, court, central bank or comparable agency of the United States or any government having
jurisdiction over the Liquidity Provider charged with responsibility for the administration or application thereof, that shall
impose, modify or deem applicable, or (y) the compliance by the Liquidity Provider (or its Head Office) with any applicable
direction or requirement (whether or not having the force of law) of any central bank or competent governmental or other authority,
after the date of this Agreement, with respect to: (a) any reserve, special deposit or similar requirement against extensions
of credit or other assets of, or deposits with or other liabilities of, the Liquidity Provider including, or by reason of, the
Advances, or (b) any capital adequacy requirement requiring the maintenance by the Liquidity Provider of additional capital
in respect of any Advances or the Liquidity Provider’s obligation to make any such Advances, or (c) any requirement
to maintain liquidity or liquid assets in respect of the Liquidity Provider’s obligation to make any such Advances, or (d) any
Taxes (other than Excluded Taxes) with respect to the amounts payable or paid hereunder to the Liquidity Provider or any change
in the basis of taxation of any amounts payable hereunder to the Liquidity Provider (other than in respect of Excluded Taxes).


 


“Replenishment Amount”
has the meaning specified in Section 2.06(b).


 


“Required Amount”
means, 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 Class AA Certificates on the basis of a 360-day year comprised of twelve 30-day months, that would be distributable
on the Class AA Certificates on each of the three successive semiannual Regular Distribution Dates immediately following
such day or, if such day is a Regular Distribution Date, on such day and the succeeding two semiannual Regular Distribution Dates,
in each case calculated on the basis of the Pool Balance of the Class AA Certificates on such day and without regard to expected
future distributions of principal on the Class AA Certificates.


 


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“Resolution Authority”
means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.


 


“Special Termination Advance”
means an Advance made pursuant to Section 2.02(d).


 


“Special Termination Notice”
means the Notice of Special Termination substantially in the form of Annex VII to this Agreement.


 


“Termination Date”
means the earliest to occur of the following: (i) the Expiry Date; (ii) the date on which the Borrower delivers to the
Liquidity Provider a certificate, signed by a Responsible Officer of the Borrower, certifying that all of the Class AA Certificates
have been paid in full (or provision has been made for such payment in accordance with the Intercreditor Agreement and the Class AA
Trust Agreement) or are otherwise no longer entitled to the benefits of this Agreement; (iii) the date on which the Borrower
delivers to the Liquidity Provider a certificate, signed by a Responsible Officer of the Borrower, certifying that a Replacement
Liquidity Facility has been substituted for this Agreement in full pursuant to Section 3.05(e) of the Intercreditor
Agreement; (iv) the fifth Business Day following the receipt by the Borrower of a Termination Notice or a Special Termination
Notice from the Liquidity Provider pursuant to Section 6.01(a) or 6.01(b), as applicable; and (v) the date on which
no Advance is or may (including by reason of reinstatement as herein provided) become available for a Borrowing hereunder.


 


“Termination Notice”
means the Notice of Termination substantially in the form of Annex VI to this Agreement.


 


“UK Financial Institution”
means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended form time to time) promulgated by the United
Kingdom Prudential Regulation Authority) or any person falling within IFPRU 11.6 of the FCA Handbook (as amended from time to
time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment
firms, and certain affiliates of such credit institutions or investment firms.


 


“UK Resolution Authority”
means the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial
Institution.


 


“Unapplied Advance”
has the meaning specified in Section 3.07(e).


 


“Unapplied Downgrade Advance”
means the portion of any Downgrade Advance that is not an Applied Downgrade Advance.


 


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“Unapplied Non-Extension Advance”
means the portion of any Non-Extension Advance that is not an Applied Non-Extension Advance.


 


“Unapplied Provider Advance”
means the portion of any Provider Advance that is not an Applied Provider Advance.


 


“Unapplied Special Termination
Advance” means the portion of any Special Termination Advance that is not an Applied Special Termination Advance.


 


“Unpaid Advance”
has the meaning specified in Section 2.05.


 


“Write-Down and Conversion
Powers” means, (a) with respect to any EEA Resolution Authority, the write-down and conversion powers
of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which
write-down and conversion powers are described in the EU Bail-In Legislation Schedule, and (b) with respect to the
United Kingdom, any powers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change
the form of a liability of any UK Financial Institution or any contract or instrument under which that liability arises, to convert
all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such
contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of
that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers.


 


For the purposes of this Agreement, the
following terms shall have the respective meanings specified in the Intercreditor Agreement:


 


“Acceleration”, “Additional
Certificates”, “Aircraft”, “Certificate”, “Class AA Cash Collateral Account” “Class AA
Certificates”, “Class AA Certificateholders”, “Class AA Trust”, “Class AA Trust
Agreement”, “Class AA Trustee”, “Closing Date”, “Collection Account”, “Corporate
Trust Office”, “Distribution Date”, “Dollars”, “Downgrade Drawing”, “Downgraded
Facility”, “Equipment Notes”, “FedEx”, “FedEx Bankruptcy Event”, “Fee Letter”,
“Final Legal Distribution Date”, “Indenture”, “Interest Payment Date”, “Investment Earnings”,
“Liquidity Facility”, “Loan Trustee”, “Long-Term Rating”, “Non- Extended Facility”,
“Operative Agreements”, “Participation Agreements”, “Performing Equipment Note”, “Person”,
“Pool Balance”, “Rating Agencies”, “Regular Distribution Date”, “Replacement Liquidity
Facility”, “Responsible Officer”, “Scheduled Payment”, “Series AA Equipment Notes”,
“Series A Equipment Notes”, “Special Payment”, “Stated Interest Rate”, “Subordination
Agent”, “Taxes”, “Threshold Rating”, “Treasury Regulations”, “Trust Agreement”,
“Trustee”, “Underwriters”, “Underwriting Agreement”, and “United States”.


 


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Article II


 


Amount
and Terms of the Commitment


 


Section 2.01     The
Advances. The Liquidity Provider hereby irrevocably agrees, on the terms and conditions hereinafter set forth, to make
Advances to the Borrower from time to time on any Business Day during the period from the Effective Date until 12:00 noon (New
York City time) on the Expiry Date (unless the obligations of the Liquidity Provider shall be earlier terminated in accordance
with the terms of Section 2.04(b)) in an aggregate amount at any time outstanding not to exceed the Maximum Commitment.


 


Section 2.02     Making
of Advances. (a) Each Interest Advance shall be made by the Liquidity Provider upon delivery to the Liquidity
Provider of a written and completed Notice of Borrowing in substantially the form of Annex I, signed by a Responsible Officer
of the Borrower, such Interest Advance to be in an amount not exceeding the Maximum Available Commitment at such time and used
solely for the payment when due of interest with respect to the Class AA Certificates at the Stated Interest Rate therefor
in accordance with Section 3.05(a) and 3.05(b) of the Intercreditor Agreement. Each Interest Advance made hereunder
shall automatically reduce the Maximum Available Commitment and the amount available to be borrowed hereunder by subsequent Advances
by the amount of such Interest Advance (subject to reinstatement as provided in the next sentence). Upon repayment to the Liquidity
Provider in full or in part of the amount of any Interest Advance made pursuant to this Section 2.02(a), together with accrued
interest thereon (as provided herein), the Maximum Available Commitment shall be reinstated by an amount equal to the amount of
such Interest Advance so repaid, but not to exceed the Maximum Commitment; provided, however, that the Maximum Available
Commitment shall not be so reinstated at any time if (x) both a Performing Note Deficiency exists and a Liquidity Event of
Default shall have occurred and be continuing or (y) a Final Advance, a Downgrade Advance, a Non-Extension Advance or a Special
Termination Advance shall have occurred, except as provided in Section 2.06(d) with respect to a Downgrade Drawing.


 


(b)            (i) A
Non-Extension Advance shall be made by the Liquidity Provider in a single Borrowing if this Agreement is not extended in accordance
with Section 3.05(d) of the Intercreditor Agreement unless a Replacement Liquidity Facility to replace this Agreement
shall have been previously delivered to the Borrower in accordance with said Section 3.05(d), upon delivery to the Liquidity
Provider of a written and completed Notice of Borrowing in substantially the form of Annex II, signed by a Responsible
Officer of the Borrower, in an amount equal to the Maximum Available Commitment at such time, and shall be used to fund the Class AA
Cash Collateral Account in accordance with Sections 3.05(d) and 3.05(f) of the Intercreditor Agreement.


 


(ii)            A
Downgrade Advance shall be made by the Liquidity Provider in a single Borrowing upon this Liquidity Facility becoming a Downgraded
Facility (as provided for in Section 3.05(c) of the Intercreditor Agreement) unless a Replacement Liquidity Facility
to replace this Agreement shall have been previously delivered to the Borrower in accordance with said Section 3.05(c), upon
delivery to the Liquidity Provider of a written and completed Notice of Borrowing in substantially the form of Annex III,
signed by a Responsible Officer of the Borrower, in an amount equal to the Maximum Available Commitment at such time, and shall
be used to fund the Class AA Cash Collateral Account in accordance with Sections 3.05(c) and 3.05(f) of the Intercreditor
Agreement.





 


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(c)            A
Final Advance shall be made by the Liquidity Provider in a single Borrowing following the receipt by the Borrower of a Termination
Notice from the Liquidity Provider pursuant to Section 6.01(a) upon delivery to the Liquidity Provider of a written
and completed Notice of Borrowing in substantially the form of Annex IV, signed by a Responsible Officer of the Borrower,
in an amount equal to the Maximum Available Commitment at such time, and shall be used to fund the Class AA Cash Collateral
Account in accordance with Sections 3.05(f) and 3.05(i) of the Intercreditor Agreement.


 


(d)            A
Special Termination Advance shall be made in a single Borrowing upon the receipt by the Borrower of a Special Termination Notice
from the Liquidity Provider pursuant to Section 6.01(b), by delivery to the Liquidity Provider of a written and completed
Notice of Borrowing in substantially the form of Annex V, signed by a Responsible Officer of the Borrower, in an amount
equal to the Maximum Available Commitment at such time, and shall be used to fund the Class AA Cash Collateral Account in
accordance with Section 3.05(f) and Section 3.05(k) of the Intercreditor Agreement.


 


(e)            Each
Borrowing shall be made by notice in writing (a “Notice of Borrowing”) in substantially the form required
by Section 2.02(a), 2.02(b), 2.02(c) or 2.02(d), as the case may be, given by the Borrower to the Liquidity Provider.
If a Notice of Borrowing is delivered by the Borrower in respect of any Borrowing no later than 12:30 p.m. (New York City
time) on a Business Day, upon satisfaction of the conditions precedent set forth in Section 4.02 with respect to such requested
Borrowing, the Liquidity Provider shall make available to the Borrower, in accordance with its payment instructions, the amount
of such Borrowing in Dollars and immediately available funds, before 4:00 p.m. (New York City time) on such Business Day
or before 12:30 p.m. (New York City time) on such later Business Day specified in such Notice of Borrowing. If a Notice of
Borrowing is delivered by the Borrower in respect of any Borrowing after 12:30 p.m. (New York City time) on a Business Day,
upon satisfaction of the conditions precedent set forth in Section 4.02 with respect to such requested Borrowing, the Liquidity
Provider shall make available to the Borrower, in accordance with its payment instructions, the amount of such Borrowing in Dollars
and immediately available funds, before 1:00 p.m. (New York City time) on the first Business Day next following the day of
receipt of such Notice of Borrowing or on such later Business Day specified by the Borrower in such Notice of Borrowing. Payments
of proceeds of a Borrowing shall be made by wire transfer of immediately available funds to the Borrower in accordance with such
wire transfer instructions as the Borrower shall furnish from time to time to the Liquidity Provider for such purpose. Each Notice
of Borrowing shall be irrevocable and binding on the Borrower. Each Notice of Borrowing shall be effective upon delivery of a
copy thereof to the Liquidity Provider at the address and in the manner specified in Section 7.02 hereof.


 


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(f)            Upon
the making of any Advance requested pursuant to a Notice of Borrowing in accordance with the Borrower’s payment instructions,
the Liquidity Provider shall be fully discharged of its obligation hereunder with respect to such Notice of Borrowing, and the
Liquidity Provider shall not thereafter be obligated to make any further Advances hereunder in respect of such Notice of Borrowing
to the Borrower or to any other Person (including the Class AA Trustee or any Class AA Certificateholder). If the Liquidity
Provider makes an Advance requested pursuant to a Notice of Borrowing before 12:00 noon (New York City time) on the second Business
Day after the date of payment specified in Section 2.02(e), the Liquidity Provider shall have fully discharged its obligations
hereunder with respect to such Advance and an event of default shall not have occurred hereunder. Following the making of any
Advance pursuant to Section 2.02(b), 2.02(c) or 2.02(d) to fund the Class AA Cash Collateral Account, the
Liquidity Provider shall have no interest in or rights to the Class AA Cash Collateral Account, such Advance or any other
amounts from time to time on deposit in the Class AA Cash Collateral Account; provided that the foregoing shall not
affect or impair the obligations of the Subordination Agent to make the distributions contemplated by Section 3.05(c)(v),
3.05(e) or 3.05(f) of the Intercreditor Agreement and provided, further, that the foregoing shall not
affect or impair the rights of the Liquidity Provider to provide written instructions with respect to the investment and reinvestment
of amounts in the Class AA Cash Collateral Account to the extent the Liquidity Provider is entitled to do so pursuant to
Section 2.02(b) of the Intercreditor Agreement. By paying to the Borrower proceeds of Advances requested by the Borrower
in accordance with the provisions of this Agreement, the Liquidity Provider makes no representation as to, and assumes no responsibility
for, the correctness or sufficiency for any purpose of the amount of the Advances so made and requested.


 


Section 2.03     Fees.
The Borrower agrees to pay to the Liquidity Provider the fees set forth in the Fee Letter.


 


Section 2.04     Reduction
or Termination of the Maximum Commitment. (a) Automatic Reduction. Promptly following each date on which
the Required Amount is reduced as a result of a reduction in the Pool Balance of the Class AA Certificates, the Maximum Commitment
shall automatically be reduced to an amount equal to such reduced Required Amount (as calculated by the Borrower). The Borrower
shall give notice of any such automatic reduction of the Maximum Commitment to the Liquidity Provider and FedEx within two Business
Days thereof. The failure by the Borrower to furnish any such notice shall not affect any such automatic reduction of the Maximum
Commitment.


 


(b)            Termination.
Upon the making of any Provider Advance or Special Termination Advance or the making of or conversion to a Final Advance hereunder
or the occurrence of the Termination Date, the obligation of the Liquidity Provider to make further Advances hereunder shall automatically
and irrevocably terminate, and the Borrower shall not be entitled to request any further Borrowing hereunder, except in the case
of a Downgrade Advance, as provided in Section 2.06(d).


 


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Section 2.05     Repayments
of Interest Advances, the Special Termination Advance or the Final Advance. Subject to Sections 2.06, 2.07 and 2.09
hereof, the Borrower hereby agrees, without notice of an Advance or demand for repayment from the Liquidity Provider (which notice
and demand are hereby waived by the Borrower), to pay, or to cause to be paid, to the Liquidity Provider (a) on each date
on which the Liquidity Provider shall make an Interest Advance, the Special Termination Advance or the Final Advance, an amount
equal to the amount of such Advance (any such Advance, until repaid, is referred to herein as an “Unpaid Advance”)
(if multiple Interest Advances are outstanding any such repayment to be applied in the order in which such Interest Advances have
been made, starting with the earliest), plus (b) interest on the amount of each such Unpaid Advance in the amounts and on
the dates determined as provided in Section 3.07; provided that if (i) the Liquidity Provider shall make a Provider
Advance at any time after making one or more Interest Advances which shall not have been repaid in accordance with this Section 2.05
or (ii) this Liquidity Facility shall become a Downgraded Facility or Non-Extended Facility at any time when unreimbursed
Interest Advances have reduced the Maximum Available Commitment to zero, then such Interest Advances shall cease to constitute
Unpaid Advances and shall be deemed to have been changed into an Applied Downgrade Advance or an Applied Non-Extension Advance,
as the case may be, for all purposes of this Agreement (including, without limitation, for the purpose of determining when such
Interest Advance is required to be repaid to the Liquidity Provider in accordance with Section 2.06 and for the purposes
of Section 2.06(b)); provided, further, that amounts in respect of a Special Termination Advance withdrawn
from the Class AA Cash Collateral Account for the purpose of paying interest on the Class AA Certificates in accordance
with Section 3.05(f) of the Intercreditor Agreement (the portion of the outstanding Special Termination Advance equal
to the amount of any such withdrawal, but not in excess of the outstanding Special Termination Advance, being an “Applied
Special Termination Advance”) shall thereafter (subject to Section 2.06(b)) be treated as an Interest Advance
under this Agreement for purposes of determining the Applicable Liquidity Rate for interest payable thereon; provided,
further, that if, following the making of a Special Termination Advance, the Liquidity Provider delivers a Termination
Notice to the Borrower pursuant to Section 6.01(a), such Special Termination Advance (including any portion thereof that
is an Applied Special Termination Advance) shall thereafter be treated as a Final Advance under this Agreement for purposes of
determining the Applicable Liquidity Rate for interest payable thereon; and, provided, further, that if, after making
a Provider Advance, the Liquidity Provider delivers a Special Termination Notice to the Borrower pursuant to Section 6.01(b),
any Unapplied Provider Advance shall be converted to and treated as a Special Termination Advance under this Agreement for purposes
of determining the Applicable Liquidity Rate for interest payable thereon and the obligation for repayment thereof under the Intercreditor
Agreement. The Borrower and the Liquidity Provider agree that the repayment in full of each Interest Advance, Special Termination
Advance and Final Advance on the date such Advance is made is intended to be a contemporaneous exchange for new value given to
the Borrower by the Liquidity Provider. For the avoidance of doubt, interest payable on an Interest Advance, Special Termination
Advance or the Final Advance shall not be regarded as overdue unless such interest is not paid when due under Section 3.07.


 


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Section 2.06     Repayments
of Provider Advances. (a) Amounts advanced hereunder in respect of a Provider Advance shall be deposited in the
Class AA Cash Collateral Account and invested and withdrawn from the Class AA Cash Collateral Account as set forth in
Sections 3.05(c), 3.05(d), 3.05(e) and 3.05(f) of the Intercreditor Agreement. Subject to Sections 2.07 and 2.09, the
Borrower agrees to pay to the Liquidity Provider, on each Regular Distribution Date, commencing on the first Regular Distribution
Date after the making of a Provider Advance, interest on the principal amount of any such Provider Advance, in the amounts determined
as provided in Section 3.07; provided, however, that amounts in respect of a Provider Advance withdrawn from
the Class AA Cash Collateral Account for the purpose of paying interest on the Class AA Certificates in accordance with
Section 3.05(f) of the Intercreditor Agreement (the amount of any such withdrawal being (y), in the case of a Downgrade
Advance, an “Applied Downgrade Advance” and (z) in the case of a Non-Extension Advance, an “Applied
Non-Extension Advance” and together with an Applied Downgrade Advance, an “Applied Provider Advance”)
shall thereafter (subject to Section 2.06(b)) be treated as an Interest Advance under this Agreement for purposes of determining
the Applicable Liquidity Rate for interest payable thereon and the dates on which interest is payable; provided, further,
however, that if, following the making of a Provider Advance, the Liquidity Provider delivers a Termination Notice to the
Borrower pursuant to Section 6.01(a), such Provider Advance shall thereafter be treated as a Final Advance under this Agreement
for purposes of determining the Applicable Liquidity Rate for interest payable thereon. Subject to Sections 2.07 and 2.09, immediately
upon the withdrawal of any amounts from the Class AA Cash Collateral Account on account of a reduction in the Required Amount,
the Borrower shall repay to the Liquidity Provider a portion of the Provider Advances in a principal amount equal to such reduction,
plus interest on the principal amount so repaid as provided in Section 3.07.


 


(b)            At
any time when an Applied Provider Advance or Applied Special Termination Advance (or any portion thereof) is outstanding, upon
the deposit in the Class AA Cash Collateral Account of any amount pursuant to clause “fourth” of Section 3.02
of the Intercreditor Agreement (any such amount being a “Replenishment Amount”) for the purpose of replenishing
or increasing the balance thereof up to the Required Amount at such time, (i) the aggregate outstanding principal amount
of all Applied Provider Advances and Applied Special Termination Advances (and of Provider Advances and Special Termination Advances
treated as Interest Advances for purposes of determining the Applicable Liquidity Rate for interest payable thereon) shall be
automatically reduced by the amount of such Replenishment Amount (if multiple Applied Provider Advances are outstanding any such
repayment to be applied in the order in which such Applied Provider Advances have been made, starting with the earliest), and
(ii) the aggregate outstanding principal amount of all Unapplied Provider Advances or of the Unapplied Special Termination
Advances shall be automatically increased by the amount of such Replenishment Amount.


 


(c)            Upon
the provision of a Replacement Liquidity Facility in replacement of this Agreement in accordance with Section 3.05(e) of
the Intercreditor Agreement, as provided in Section 3.05(f) of the Intercreditor Agreement, amounts remaining on deposit
in the Class AA Cash Collateral Account after giving effect to any Applied Provider Advance or Applied Special Termination
Advance on the date of such replacement shall be reimbursed to the replaced Liquidity Provider, but only to the extent such amounts
are necessary to repay in full to the replaced Liquidity Provider all amounts owing to it hereunder.


 


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(d)            If,
at any time after making a Downgrade Advance, the Liquidity Provider satisfies the Threshold Rating and delivers written notice
to that effect to the Borrower and FedEx, as of the second Business Day following receipt of such notice, (i) this Liquidity
Facility shall cease to be a Downgraded Facility, (ii) any Unapplied Downgrade Advance shall be withdrawn from the Class AA
Cash Collateral Account and reimbursed to the Liquidity Provider, (iii) any Applied Downgrade Advance shall be converted
to an Interest Advance, (iv) the Maximum Available Commitment shall be reinstated by an amount equal to the amount of such
Unapplied Downgrade Advance so reimbursed, but not to exceed the Maximum Commitment, and the obligation of the Liquidity Provider
to make Advances shall be reinstated in an equal amount, (v) the Borrower shall be entitled to request Borrowings and (vi) the
proviso in the definition of Maximum Available Commitment and clause (y) of the proviso in the final sentence of Section 2.02(a) shall,
in each case, no longer apply to such Downgrade Advance.


 


Section 2.07     Payments
to the Liquidity Provider Under the Intercreditor Agreement. In order to provide for payment or repayment to the Liquidity
Provider of any amounts hereunder, the Intercreditor Agreement provides that amounts available and referred to in Articles II
and III of the Intercreditor Agreement, to the extent payable to the Liquidity Provider pursuant to the terms of the Intercreditor
Agreement (including, without limitation, Section 3.05(f) of the Intercreditor Agreement), shall be paid to the Liquidity
Provider in accordance with the terms thereof (but, for the avoidance of doubt, without duplication of or increase in any amounts
payable hereunder). Amounts so paid to the Liquidity Provider shall be applied by the Liquidity Provider in the order of priority
required by the applicable provisions of Articles II and III of the Intercreditor Agreement and shall discharge in full the corresponding
obligations of the Borrower hereunder.


 


Section 2.08     Book
Entries. The Liquidity Provider shall maintain in accordance with its usual practice an account or accounts evidencing
the indebtedness of the Borrower resulting from Advances made from time to time and the amounts of principal and interest payable
hereunder and paid from time to time in respect thereof; provided, however, that the failure by the Liquidity Provider
to maintain such account or accounts shall not affect the obligations of the Borrower in respect of Advances.


 


Section 2.09     Payments
from Available Funds Only. All payments to be made by the Borrower under this Agreement shall be made only from the
amounts that constitute Scheduled Payments, Special Payments and other payments under the Operative Agreements, including payment
under Section 4.02 of the Participation Agreements and payments under Section 2.14 of the Indentures, and only to the
extent that the Borrower shall have sufficient income or proceeds therefrom to enable the Borrower to make payments in accordance
with the terms hereof after giving effect to the priority of payments provisions set forth in the Intercreditor Agreement. The
Liquidity Provider agrees that it will look solely to such amounts to the extent available for distribution to it as provided
in the Intercreditor Agreement and this Agreement and that the Borrower, in its individual capacity, is not personally liable
to it for any amounts payable or liability under this Agreement except as expressly provided in this Agreement, the Intercreditor
Agreement or any Participation Agreement. Amounts on deposit in the Class AA Cash Collateral Account shall be available to
the Borrower to make payments under this Agreement only to the extent and for the purposes expressly contemplated in Section 3.05(f) of
the Intercreditor Agreement.


 


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Section 2.10     Extension
of the Expiry Date; Non-Extension Advance. If the Liquidity Provider notifies the Borrower and FedEx in writing before
the 60th day prior to any anniversary date of the Closing Date that occurs prior to the 15th day after the
Final Legal Distribution Date for the Class AA Certificates (such notice, a “Non-Extension Notice”)
that its obligations to make Advances hereunder shall not be extended beyond the immediately following anniversary date of the
Closing Date (and if the Liquidity Provider shall not have been replaced in accordance with Section 3.05(e) of the Intercreditor
Agreement), the Borrower shall be entitled on and after the 25th day prior to such anniversary date (but prior to such
anniversary date and in any event prior to the then applicable Expiry Date) to request a Non-Extension Advance in accordance with
Section 2.02(b)(i) hereof and Section 3.05(d) of the Intercreditor Agreement.


 


Article III


 


Obligations
of the Borrower


 


Section 3.01     Increased
Costs. Without duplication of any rights created by Section 3.03, if as a result of any Regulatory Change there
shall be any increase by an amount reasonably deemed by the Liquidity Provider to be material in the actual cost to the Liquidity
Provider of making, funding or maintaining any Advances or its obligation to make any such Advances or there shall be any reduction
by an amount reasonably deemed by the Liquidity Provider to be material in the amount receivable by the Liquidity Provider under
this Agreement or the Intercreditor Agreement in respect thereof, and in case of either such an increase or reduction, such event
does not arise from the gross negligence or willful misconduct of the Liquidity Provider, from its breach of any of its representations,
warranties, covenants or agreements contained herein or in the Intercreditor Agreement or from its failure to comply with any
such Regulatory Change (any such increase or reduction being referred to herein as an “Increased Cost”),
then, subject to Sections 2.07 and 2.09, the Borrower shall from time to time pay to the Liquidity Provider an amount equal to
such Increased Cost within 10 Business Days after delivery to the Borrower and FedEx of a certificate of an officer of the Liquidity
Provider describing in reasonable detail the event by reason of which it claims such Increased Cost and the basis for the determination
of the amount of such Increased Cost; provided that the Borrower shall be obligated to pay amounts only with respect to
any Increased Costs accruing from the date 120 days prior to the date of delivery of such certificate. Such certificate, in the
absence of manifest error, shall be considered prima facie evidence of the amount of the Increased Costs for purposes of this
Agreement; provided that any determinations and allocations by the Liquidity Provider of the effect of any Regulatory Change
on the costs of maintaining the Advances or the obligation to make Advances are made on a reasonable basis. For the avoidance
of doubt, the Liquidity Provider shall not be entitled to assert any claim under this Section 3.01 in respect of or attributable
to Excluded Taxes. The Liquidity Provider will notify the Borrower and FedEx as promptly as practicable upon its knowledge of
any event occurring after the date of this Agreement that will entitle the Liquidity Provider to compensation under this Section 3.01.
The Liquidity Provider agrees to investigate all commercially reasonable alternatives for reducing any Increased Costs and to
use all commercially reasonable efforts to avoid or minimize, to the greatest extent possible, any claim in respect of Increased
Costs, including, without limitation, by designating a different Lending Office, if such designation or other action would avoid
the need for, or reduce the amount of, any such claim; provided that the foregoing shall not obligate the Liquidity Provider
to take any action that would, in its reasonable judgment, cause the Liquidity Provider to take any action that is not materially
consistent with its internal policies or is otherwise materially disadvantageous to the Liquidity Provider or that would cause
the Liquidity Provider to incur any material loss or cost, unless the Borrower or FedEx agrees to reimburse or indemnify the Liquidity
Provider therefor in a manner reasonably acceptable to the Liquidity Provider. If no such designation or other action is effected,
or, if effected, such notice fails to avoid the need for any claim in respect of Increased Costs, FedEx may arrange for a Replacement
Liquidity Facility in accordance with Section 3.05(e) of the Intercreditor Agreement.


 


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Notwithstanding the foregoing provisions,
in no event shall the Borrower be required to make payments under this Section 3.01: (a) in respect of any Regulatory
Change proposed by any applicable governmental authority (including any branch of a legislature), court, central bank or comparable
agency of the United States or the Liquidity Provider’s jurisdiction of organization or in which its Lending Office is located
and pending as of the date of this Agreement (it being agreed that the Regulatory Changes contemplated by (i) the frameworks
published by the Basel Committee on Banking Supervision entitled “Basel III: A global regulatory framework for more resilient
banks and banking systems” dated December 2010 (revised June 2011), “Basel III: The Liquidity Coverage Ratio
and liquidity risk monitoring tools,” dated January 2013, and (ii) the Dodd-Frank Wall Street Reform and Consumer
Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith, shall not be considered
to have been proposed or pending as of the date of this Agreement); (b) if a claim hereunder in respect of an Increased Cost
arises through circumstances peculiar to the Liquidity Provider and that do not affect similarly organized commercial banking
institutions in the same jurisdiction generally that are in compliance with the law, rule, regulation or interpretation giving
rise to the Regulatory Change relating to such Increased Cost; (c) if the Liquidity Provider shall fail to comply with its
obligations under this Section 3.01 or (d) if the Liquidity Provider is not also seeking payment for similar increased
costs in other similarly situated transactions related to the airline industry.


 


Section 3.02     Reserved.


 


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Section 3.03     Withholding
Taxes. (a) All payments made by the Borrower under this Agreement shall be made without deduction or withholding
for or on account of any Taxes, unless such deduction or withholding is required by law. If any Taxes are so required to be withheld
or deducted from any amounts payable to the Liquidity Provider under this Agreement, then, subject to Sections 2.07 and 2.09,
the Borrower shall pay to the relevant authorities the full amount so required to be deducted or withheld and, without duplication
of any rights created by Section 3.01, if such Taxes are Covered Taxes, pay to the Liquidity Provider such additional amounts
as shall be necessary to ensure that the net amount actually received by the Liquidity Provider (after deduction or withholding
of all Covered Taxes) shall be equal to the full amount that would have been received by the Liquidity Provider had no withholding
or deduction of Covered Taxes been required. The Liquidity Provider agrees to use reasonable efforts (consistent with applicable
legal and regulatory restrictions) to change the jurisdiction of its Lending Office if making such change would avoid the need
for, or reduce the amount of, any such additional amounts that may thereafter accrue and would not, in the reasonable judgment
of the Liquidity Provider, be otherwise materially disadvantageous to the Liquidity Provider.


 


If the Liquidity Provider receives a refund
of, or realizes a net Tax benefit not otherwise available to it as a result of, any Taxes for which additional amounts were paid
by the Borrower pursuant to this Section 3.03, the Liquidity Provider shall pay to the Borrower (for deposit into the Collection
Account) the amount of such refund (and any interest thereon received from the taxing authority) or net Tax benefit.


 


The Liquidity Provider will (i) provide
(on its behalf and on behalf of any participant holding a Participation pursuant to Section 7.08) to the Borrower (x) on
or prior to the Effective Date two valid completed and executed copies of Internal Revenue Service Form W-9, W-8BEN-E or
W-8ECI (whichever is applicable), including thereon a valid U.S. taxpayer identification number (or, with respect to any such
participant, such other form or documentation as may be applicable) covering all amounts receivable by it in connection with the
transactions contemplated by the Operative Agreements and (y) thereafter from time to time such additional forms or documentation
as may be necessary to establish an available exemption from withholding of United States Tax on payments hereunder so that such
forms or documentation are effective for all periods during which it is the Liquidity Provider and (ii) provide timely notice
to the Borrower if any such form or documentation is or becomes inaccurate. The Liquidity Provider shall deliver to the Borrower
such other forms or documents as may be reasonably requested by the Borrower or required by applicable law to establish that payments
hereunder are exempt from or entitled to a reduced rate of Covered Taxes.


 


(b)            All
payments (including, without limitation, Advances) made by the Liquidity Provider under this Agreement shall be made free and
clear of, and without reduction for or on account of, any Taxes. If any Taxes are required to be withheld or deducted from any
amounts payable to the Borrower under this Agreement, the Liquidity Provider shall (i) within the time prescribed therefor
by applicable law pay to the appropriate governmental or taxing authority the full amount of any such Taxes (and any additional
Taxes in respect of the additional amounts payable under clause (ii) hereof) and make such reports or returns in connection
therewith at the time or times and in the manner prescribed by applicable law, and (ii) pay to the Borrower an additional
amount which (after deduction of all such Taxes) will be sufficient to yield to the Borrower the full amount which would have
been received by it had no such withholding or deduction been made. Within 30 days after the date of each payment hereunder, the
Liquidity Provider shall furnish to the Borrower the original or a certified copy of (or other documentary evidence of) the payment
of the Taxes applicable to such payment.


 


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On or before the Closing Date, the Borrower
shall provide the Liquidity Provider with its fully executed Internal Revenue Service Form W-9, evidencing a complete exemption
from U.S. federal withholding Tax and backup withholding, and shall provide an updated Internal Revenue Service Form W-9
upon the Liquidity Provider’s reasonable written request. If any exemption from, or reduction in the rate of, any Taxes
required to be borne by the Liquidity Provider under this Section 3.03(b) is reasonably available to the Borrower without
providing any information regarding the holders or beneficial owners of the Certificates, the Borrower shall deliver the Liquidity
Provider such form or forms and such other evidence of the eligibility of the Borrower for such exemption or reductions (but without
any requirement to provide any information regarding the holders or beneficial owners of the Certificates) as the Liquidity Provider
may reasonably identify to the Borrower as being required as a condition to exemption from, or reduction in the rate of, such
Taxes.


 


(c)            If
a payment made hereunder to the Liquidity Provider would be subject to U.S. federal withholding Tax imposed by FATCA if the Liquidity
Provider were to fail to comply with the applicable reporting requirement of FATCA (including without limitation those contained
in Section 1471(b) or 1472(b) of the Code, as applicable), the Liquidity Provider shall deliver to the Borrower
at the time or times prescribed by law and at such time or times reasonably requested by the Borrower such documentation prescribed
by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation
reasonably requested by the Borrower as may be necessary for the Borrower to comply with the Borrower’s obligations under
FATCA and to determine whether the Liquidity Provider has complied with the Liquidity Provider’s obligations under FATCA
or to determine the amount to deduct and withhold from such payment. Solely for purposes of this paragraph, “FATCA”
shall include any amendments made to FATCA after the date of this Agreement.


 


Section 3.04     Payments.
Subject to Sections 2.07 and 2.09, the Borrower shall make or cause to be made each payment to the Liquidity Provider under this
Agreement so as to cause the same to be received by the Liquidity Provider not later than 1:00 p.m. (New York City time)
on the day when due. The Borrower shall make all such payments in Dollars, to the Liquidity Provider in immediately available
funds, by wire transfer to the account of [     ]; or to such other U.S. bank account as the Liquidity
Provider may from time to time direct the Subordination Agent.


 


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Section 3.05     Computations.
All computations of interest based on the Base Rate shall be made on the basis of a year of 365 or 366 days, as the case may be,
and all computations of interest based on the LIBOR Rate shall be made on the basis of a year of 360 days, in each case for the
actual number of days (including the first day but excluding the last day) occurring in the period for which such interest is
payable.


 


Section 3.06     Payment
on Non-Business Days. Whenever any payment to be made hereunder shall be stated to be due on a day other than a Business
Day, such payment shall be made on the next succeeding Business Day and no additional interest shall be due as a result (and if
so made, shall be deemed to have been made when due). If any payment in respect of interest on an Advance is so deferred to the
next succeeding Business Day, such deferral shall not delay the commencement of the next Interest Period for such Advance (if
such Advance is a LIBOR Advance) or reduce the number of days for which interest will be payable on such Advance on the next Interest
Payment Date for such Advance.


 


Section 3.07     Interest.
(a) Subject to Sections 2.07 and 2.09, the Borrower shall pay, or shall cause to be paid, without duplication, interest on
(i) the unpaid principal amount of each Advance from and including the date of such Advance (or, in the case of an Applied
Provider Advance or Applied Special Termination Advance, from and including the date on which the amount thereof was withdrawn
from the Class AA Cash Collateral Account to pay interest on the Class AA Certificates) to but excluding the date such
principal amount shall be paid in full (or, in the case of an Applied Provider Advance or Applied Special Termination Advance,
the date on which the Class AA Cash Collateral Account is fully replenished in respect of such Advance) and (ii), to the
extent permitted by law, any other amount due hereunder (whether fees, commissions, expenses or other amounts or installments
of interest on Advances or any such other amount) that is not paid when due (whether at stated maturity, by acceleration or otherwise)
from and including the due date thereof to but excluding the date such amount is paid in full, in each such case, at the interest
rate per annum for each day that such amount remains overdue and unpaid equal to the Applicable Liquidity Rate for such Advance
or such other amount, as the case may be, as in effect for such day, but in no event in any case referred to in clause (i) or
(ii) above at a rate per annum greater than the maximum rate permitted by applicable law; provided, however,
that, if at any time the otherwise applicable interest rate as set forth in this Section 3.07 shall exceed the maximum rate
permitted by applicable law, then to the maximum extent permitted by applicable law any subsequent reduction in such interest
rate will not reduce the rate of interest payable pursuant to this Section 3.07 below the maximum rate permitted by applicable
law until the total amount of interest accrued equals the absolute amount of interest that would have accrued (without additional
interest thereon) if such otherwise applicable interest rate as set forth in this Section 3.07 had at all relevant times
been in effect.


 


(b)            Each
Advance (other than a Provider Advance or a Special Termination Advance) will be a Base Rate Advance for the period from the date
of its Borrowing to (but excluding) the third Business Day following the Liquidity Provider’s receipt of the Notice of Borrowing
for such Advance. Thereafter, such Advance shall be a LIBOR Advance, and an Applied Provider Advance and an Applied Special Termination
Advance shall be a LIBOR Advance from the date of its withdrawal from the Class AA Cash Collateral Account unless the Borrower
otherwise elects in writing that such Applied Provider Advance or Applied Special Termination Advance, as applicable, shall be
a Base Rate Advance.


 


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(c)            Each
LIBOR Advance shall bear interest during each Interest Period at a rate per annum equal to the LIBOR Rate for such Interest Period
plus the Applicable Margin for such LIBOR Advance, payable in arrears on the last day of such Interest Period and, in the event
of the payment of principal of such LIBOR Advance on a day other than such last day, on the date of such payment (to the extent
of interest accrued on the amount of principal repaid).


 


(d)            Each
Base Rate Advance shall bear interest at a rate per annum equal to the Base Rate plus the Applicable Margin for such Base Rate
Advance, payable in arrears on each Regular Distribution Date and, in the event of the payment of principal of such Base Rate
Advance on a day other than a Regular Distribution Date, on the date of such payment (to the extent of interest accrued on the
amount of principal repaid).


 


(e)            Each
outstanding Unapplied Non-Extension Advance, Unapplied Downgrade Advance or Unapplied Special Termination Advance (each, an “Unapplied
Advance”), as the case may be, shall bear interest, payable in arrears on each Regular Distribution Date, in an amount
equal to (i) the Investment Earnings on the amounts on deposit in the Class AA Cash Collateral Account on account of
such Unapplied Advance during the period beginning on the later of the date of deposit of such Unapplied Advance and the preceding
Regular Distribution Date and ending on the last day prior to such Regular Distribution Date, plus (ii) an amount equal to
interest at the Applicable Margin on the amount of such Unapplied Advance during such period.


 


(f)            Each
amount not paid when due hereunder (whether fees, commissions, expenses or other amounts or installments of interest on Advances
but excluding Advances) shall bear interest, to the extent permitted by applicable law, at a rate per annum equal to the Base
Rate plus 2.0% per annum until paid.


 


(g)            If
at any time, the Liquidity Provider shall have determined (which determination shall be conclusive and binding upon the Borrower,
absent manifest error) that, by reason of circumstances affecting the relevant interbank lending market generally (other than
a Benchmark Replacement Event), the LIBOR Rate determined or to be determined for the current or next succeeding Interest Period
will not adequately and fairly reflect the cost to the Liquidity Provider (as conclusively certified by the Liquidity Provider,
absent manifest error) of making or maintaining Advances, the Liquidity Provider shall give facsimile or telephonic notice thereof
(a “Rate Determination Notice”) to the Borrower and FedEx. If such notice is given, then the outstanding
principal amount of the LIBOR Advances shall be converted to Base Rate Advances effective from the date of the Rate Determination
Notice; provided that the Applicable Liquidity Rate in respect of such Base Rate Advances shall be increased by one percent
(1.00%). The Liquidity Provider shall withdraw a Rate Determination Notice given hereunder when the Liquidity Provider determines
that the circumstances giving rise to such Rate Determination Notice no longer apply to the Liquidity Provider, and the Base Rate
Advances shall be converted to LIBOR Advances effective as of the first day of the next succeeding Interest Period after the date
of such withdrawal.


 


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(h)            Each
change in the Base Rate shall become effective immediately. The rates of interest specified in this Section 3.07 with respect
to any Advance or other amount shall be referred to as the “Applicable Liquidity Rate”.


 


(i)             Without
prejudice to any other provision of this Agreement, each party hereto acknowledges for the benefit of the other party: (i) the
London Interbank Offered Rate (A) may be subject to methodological or other changes which could affect its value and/or (B) may
be permanently discontinued; and (ii) the occurrence of either of the aforementioned events and/or a Benchmark Replacement
Event may have adverse consequences which may materially impact the economics of the transactions contemplated by the Operative
Agreements.


 


Section 3.08     Replacement
of Borrower. Subject to Section 5.02, from time to time and subject to the successor Borrower’s meeting
the eligibility requirements set forth in Section 6.09 of the Intercreditor Agreement applicable to the Subordination Agent,
upon the effective date and time specified in a written and completed Notice of Replacement Subordination Agent in substantially
the form of Annex VIII (a “Notice of Replacement Subordination Agent”) delivered to the Liquidity
Provider by the then Borrower, the successor Borrower designated therein shall become the Borrower for all purposes hereunder.


 


Section 3.09     Funding
Loss Indemnification. The Borrower shall pay to the Liquidity Provider, upon the request of the Liquidity Provider,
such amount or amounts as shall be sufficient (in the reasonable opinion of the Liquidity Provider) to compensate it for any loss,
cost or expense incurred by reason of the liquidation or redeployment of deposits or other funds acquired by the Liquidity Provider
to fund or maintain any LIBOR Advance (but excluding loss of the Applicable Margin or anticipated profits) incurred as a result
of:


 


(1)            Any
repayment of a LIBOR Advance on a date other than the last day of the Interest Period for such Advance; or


 


(2)            Any
failure by the Borrower to borrow a LIBOR Advance on the date for borrowing specified in the relevant notice under Section 2.02.


 


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Section 3.10     Illegality.
Notwithstanding any other provision in this Agreement, if any change in any law, rule or regulation applicable to or binding
on the Liquidity Provider, or any change in the interpretation or administration thereof by any governmental authority, court
central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the Liquidity Provider
(or its Head Office) with any request or directive (whether or not having the force of law) of any such authority, central bank
or comparable agency shall make it unlawful or impossible for the Liquidity Provider (or its Head Office) to maintain or fund
its LIBOR Advances, then upon notice to the Borrower and FedEx by the Liquidity Provider, the outstanding principal amount of
the LIBOR Advances shall be converted to Base Rate Advances (a) immediately upon demand of the Liquidity Provider, if such
change or compliance with such request, in the reasonable judgment of the Liquidity Provider, requires immediate conversion; or
(b) at the expiration of the last Interest Period to expire before the effective date of any such change or request. The
Liquidity Provider will notify the Borrower and FedEx as promptly as practicable of any event that will or to its knowledge is
reasonably likely to lead to the conversion of LIBOR Advances to Base Rate Advances under this Section 3.10; provided
that a failure by the Liquidity Provider to notify the Borrower or FedEx of an event that is reasonably likely to lead to
such a conversion prior to the time that it is determined that such event will lead to such a conversion shall not prejudice the
rights of the Liquidity Provider under this Section 3.10. The Liquidity Provider agrees to investigate all commercially reasonable
alternatives for avoiding the need for such conversion, including, without limitation, designating a different Lending Office,
if such designation or other action would avoid the need to convert such LIBOR Advances to Base Rate Advances; provided
that the foregoing shall not obligate the Liquidity Provider to take any action that would, in its reasonable judgment, cause
the Liquidity Provider to incur any material loss or cost, unless the Borrower or FedEx agrees to reimburse or indemnify the Liquidity
Provider therefor. If no such designation or other action is effected, or, if effected, fails to avoid the need for conversion
of the LIBOR Advances to Base Rate Advances, FedEx may arrange for a Replacement Liquidity Facility in accordance with Section 3.05(e) of
the Intercreditor Agreement.


 


Article IV


 


CONDITIONS
PRECEDENT


 


Section 4.01     Conditions
Precedent to Effectiveness of Section 2.01. Section 2.01 of this Agreement shall become effective on and
as of the first date (the “Effective Date”) on which the following conditions precedent have been satisfied
(or waived by the appropriate party or parties):


 


(a)            The
Liquidity Provider shall have received on or before the Closing Date each of the following, and in the case of each document delivered
pursuant to paragraphs (i), (ii) and (iii), each in form and substance satisfactory to the Liquidity Provider:


 


(i)            This
Agreement and the Fee Letter duly executed on behalf of the Borrower and, in the case of the Fee Letter, FedEx;


 


(ii)           The
Intercreditor Agreement duly executed on behalf of each of the parties thereto (other than the Liquidity Provider);


 


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(iii)          Fully
executed copies of each of the Operative Agreements executed and delivered on or before the Closing Date (other than this Agreement,
the Fee Letter and the Intercreditor Agreement);


 


(iv)           A
copy of the Prospectus Supplement and specimen copies of the Class AA Certificates;


 


(v)           An
executed copy of each opinion (other than the negative assurance letters of internal counsel of FedEx and of Davis Polk &
Wardwell LLP, special counsel to FedEx, and the opinion and the negative assurance letter of Milbank LLP, special counsel to the
Underwriters) delivered on the Closing Date pursuant to the Underwriting Agreement (in the case of each such opinion, either addressed
to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity
Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider);


 


(vi)          An
executed copy of each document, instrument, certificate and opinion delivered on or before the Closing Date pursuant to the Class AA
Trust Agreement, the Intercreditor Agreement and the other Operative Agreements (in the case of each such opinion, either addressed
to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity
Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider);


 


(vii)         An
agreement from FedEx, pursuant to which (x) FedEx agrees to provide copies of either (A) a consolidated balance sheet
of FedEx and its consolidated subsidiaries prepared by it as of each of the first three quarterly periods in each fiscal year,
together with the related consolidated statements of income for such period or (B) a report of FedEx Corporation on Form 10-Q
in respect of such period in the form filed with the Securities and Exchange Commission and either (A) a consolidated balance
sheet of FedEx and its consolidated subsidiaries as of the close of each fiscal year, together with the related consolidated statements
of income for such fiscal year, certified by independent public accountants, or (B) a report of FedEx Corporation on Form 10-K
in respect of such year in the form filed with the Securities and Exchange Commission and (y) FedEx agrees to allow the Liquidity
Provider to discuss the transactions contemplated by the Operative Agreements with officers of FedEx; provided that such
discussions shall not take place more frequently than once per year unless a Liquidity Event of Default has occurred and is continuing
and there is a Performing Note Deficiency; and


 


(viii)            Such
other documentation as the Liquidity Provider shall have reasonably requested to satisfy its “know your customer”
policies.


 


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(b)            On
and as of the Effective Date no event shall have occurred and be continuing, or would result from the entering into of this Agreement
or the making of any Advance, which constitutes a Liquidity Event of Default.


 


(c)            The
Liquidity Provider shall have received payment in full of the fees and other sums required to be paid to or for the account of
the Liquidity Provider on or prior to the Effective Date pursuant to the Fee Letter.


 


(d)            All
conditions precedent to the issuance of the Certificates under the Trust Agreements shall have been satisfied or waived, all conditions
precedent to the effectiveness of the other Liquidity Facilities shall have been satisfied or waived, and all conditions precedent
to the purchase of the Class AA Certificates by the Underwriters under the Underwriting Agreement shall have been satisfied
(unless any of such conditions precedent under the Underwriting Agreement shall have been waived by the Underwriters).


 


(e)            The
Borrower and FedEx shall have received a certificate, dated the Effective Date signed by a duly authorized representative of the
Liquidity Provider, certifying that all conditions precedent specified in this Section 4.01 have been satisfied or waived
by the Liquidity Provider.


 


Section 4.02     Conditions
Precedent to Borrowing. The obligation of the Liquidity Provider to make an Advance on the occasion of each Borrowing
shall be subject to the conditions precedent that the Effective Date shall have occurred and, prior to the time of such Borrowing,
the Borrower shall have delivered a Notice of Borrowing which conforms to the terms and conditions of this Agreement.


 


Section 4.03     Representations
and Warranties. The representations and warranties of the Borrower as Subordination Agent in Sections 5.01(a), (b),
(c), and (d) of the Participation Agreements shall be deemed to be incorporated into this Agreement as if set out in full
herein and as if such representations and warranties were made by the Borrower to the Liquidity Provider.


 


Article V


 


COVENANTS


 


Section 5.01     Affirmative
Covenants of the Borrower. So long as any Advance shall remain unpaid or the Liquidity Provider shall have any Maximum
Available Commitment hereunder or the Borrower shall have any obligation to pay any amount to the Liquidity Provider hereunder,
the Borrower will, unless the Liquidity Provider shall otherwise consent in writing:


 


(a)            Performance
of Agreements. Subject to Sections 2.07 and 2.09, punctually pay or cause to be paid all amounts payable by it under this
Agreement and the Intercreditor Agreement and observe and perform in all material respects the conditions, covenants and requirements
applicable to it contained in this Agreement and the Intercreditor Agreement;


 


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(b)            Reporting
Requirements. Furnish to the Liquidity Provider with reasonable promptness, such other information and data with respect to
the transactions contemplated by the Operative Agreements as from time to time may be reasonably requested by the Liquidity Provider;
and permit the Liquidity Provider, upon reasonable notice, to inspect the Borrower’s books and records with respect to such
transactions and to meet with officers and employees of the Borrower to discuss such transactions; and


 


(c)            Certain
Operative Agreements. Furnish to the Liquidity Provider, with reasonable promptness, copies of such Operative Agreements entered
into after the date hereof as from time to time may be reasonably requested by the Liquidity Provider.


 


Section 5.02     Negative
Covenants of the Borrower. Subject to the first and fourth paragraphs of Section 7.01(a) of the Intercreditor
Agreement and Section 7.01(b) of the Intercreditor Agreement, so long as any Advance shall remain unpaid or the Liquidity
Provider shall have any Maximum Available Commitment hereunder or the Borrower shall have any obligation to pay any amount to
the Liquidity Provider hereunder, the Borrower will not appoint or permit or suffer to be appointed any successor Borrower without
the prior written consent of the Liquidity Provider, which consent shall not be unreasonably withheld or delayed.


 


Article VI


 


LIQUIDITY
EVENTS OF DEFAULT AND SPECIAL TERMINATION


 


Section 6.01     Liquidity
Events of Default. (a) If any Liquidity Event of Default has occurred and is continuing and there is a Performing
Note Deficiency, the Liquidity Provider may, in its discretion, deliver to the Borrower and FedEx a Termination Notice, the effect
of which shall be to cause (i) the Termination Date to occur on the fifth Business Day after the date on which such Termination
Notice is received by the Borrower and FedEx, (ii) the Borrower to promptly request, and the Liquidity Provider to promptly
make, a Final Advance in accordance with Section 2.02(c) hereof and Section 3.05(i) of the Intercreditor Agreement,
(iii) all other outstanding Advances to be automatically converted into Final Advances for purposes of determining the Applicable
Liquidity Rate for interest payable thereon and (iv) subject to Sections 2.07 and 2.09, all Advances, any accrued interest
thereon and any other amounts outstanding hereunder to become immediately due and payable to the Liquidity Provider.


 


(b)            If
the aggregate Pool Balance of the Class AA Certificates is greater than the aggregate outstanding principal amount of the
Series AA Equipment Notes (other than any Series AA Equipment Notes previously sold by the Borrower or with respect
to which the Aircraft related to such Series AA Equipment Notes has been disposed of by the Loan Trustee) at any time during
the 18-month period ending on February 20, 2034, the Liquidity Provider may, in its discretion, deliver to the Borrower and
FedEx a Special Termination Notice, the effect of which shall be to cause (i) the Termination Date to occur on the fifth
Business Day after the date on which such Special Termination Notice is received by the Borrower and FedEx, (ii) the Borrower
to promptly request, and the Liquidity Provider to promptly make, a Special Termination Advance in accordance with Section 2.02(d) hereof
and Section 3.05(k) of the Intercreditor Agreement, and (iii) subject to Sections 2.07 and 2.09, all Advances (including,
without limitation, any Unapplied Provider Advance), to be automatically treated as Special Termination Advances, subject to Section 6.01(a).


 


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Article VII


 


MISCELLANEOUS


 


Section 7.01     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 Borrower and the Liquidity Provider and any other Person
whose consent is required pursuant to this Agreement; provided that no such change or other action shall affect the payment
obligations of FedEx or the rights of FedEx without FedEx’s prior written consent; and any waiver of the terms hereof shall
be effective only in the specific instance and for the specific purpose given.


 


Section 7.02     Notices.
Unless otherwise expressly specified or permitted by the terms hereof, all notices, requests, demands, authorizations, directions,
consents, waivers or documents required or permitted under the terms and provisions of this Agreement shall be in English and
in writing, and given by United States registered or certified mail, by hand, courier service or facsimile, and any such notice
shall be effective when delivered (or, 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) addressed
as follows:


 


If to the Borrower, to:


 


Wilmington Trust Company

1100 North Market Square

Wilmington, DE 19890-1605


		Attention:	Global
                                         Capital Market Services



		Ref:	FedEx
                                         2020-1AA EETC



		Telephone:	[     ]



		Telecopy:	[     ]



 


If to the Liquidity Provider, to:


 


Middle office


BNP Paribas


525 Washington Blvd # 600


 


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Jersey City NJ 07310


United States


Attention:  Luis Montanti


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


 


Loan Servicing


 


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


 


If to FedEx, to:


 


Federal Express Corporation


3610 Hacks Cross Road


Memphis, TN 38125


Attn: General Counsel


 


With copies to:


 


FedEx Corporation


942 S. Shady Grove Road


Memphis, TN 38120


Attn: Treasurer


 


With a separate FedEx Corporation copy to: Corporate
Vice President, Securities & Corporate Law


 


Any party, by notice to the other party
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 7.02.


 


Notwithstanding anything to the contrary
in this Agreement or any other Operative Agreement to which the Liquidity Provider is a party, the Liquidity Provider shall not
be required to provide any notices under this Agreement or such other Operative Agreement to FedEx to the extent the giving of
such notice is not permitted under applicable law, including as a result of a pending case under the Bankruptcy Code.


 


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Section 7.03     No
Waiver; Remedies. No failure on the part of the Liquidity Provider to exercise, and no delay in exercising, any right
under this Agreement shall operate as a waiver thereof; nor shall any single or partial exercise of any right under this Agreement
preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative
and not exclusive of any remedies provided by law.


 


Section 7.04     Further
Assurances. The Borrower agrees to do such further acts and things and to execute and deliver to the Liquidity Provider
such additional assignments, agreements, powers and instruments as the Liquidity Provider may reasonably require or deem advisable
to carry into effect the purposes of this Agreement and the other Operative Agreements or to better assure and confirm unto the
Liquidity Provider its rights, powers and remedies hereunder and under the other Operative Agreements.


 


Section 7.05     Indemnification;
Survival of Certain Provisions. The Liquidity Provider shall be indemnified hereunder to the extent and in the manner
described in Section 4.02 of the Participation Agreements. In addition, the Borrower agrees to indemnify, protect, defend
and hold harmless each Liquidity Indemnitee from and against, and shall pay on demand, all Expenses of any kind or nature whatsoever
(other than any Expenses of the nature described in Sections 3.01, 3.03, 3.09 or 7.07 or in the Fee Letter (regardless of whether
indemnified against pursuant to said Sections or in such Fee Letter)), that may be imposed on or incurred by or asserted against
such Liquidity Indemnitee, in any way relating to, resulting from, or arising out of or in connection with, any action, suit or
proceeding by any third party against such Liquidity Indemnitee and relating to this Agreement, the Fee Letter, the Intercreditor
Agreement or any Participation Agreement; provided, however, that the Borrower shall not be required to indemnify,
protect, defend and hold harmless any Liquidity Indemnitee in respect of any Expense of such Liquidity Indemnitee to the extent
such Expense is (i) attributable to the gross negligence or willful misconduct of such Liquidity Indemnitee or any other
Liquidity Indemnitee, (ii) an ordinary and usual operating overhead expense, (iii) attributable to the failure by such
Liquidity Indemnitee or any other Liquidity Indemnitee to perform or observe any agreement, covenant or condition on its part
to be performed or observed in this Agreement, the Intercreditor Agreement, the Fee Letter or any other Operative Agreement to
which it is a party or (iv) otherwise excluded from the indemnification provisions contained in Section 4.02 of the
Participation Agreements. The provisions of Sections 3.01, 3.03, 3.09, 7.05 and 7.07 and the indemnities contained in Section 4.02
of the Participation Agreements shall survive the termination of this Agreement.


 


Section 7.06     Liability
of the Liquidity Provider. (a) Neither the Liquidity Provider nor any of its officers, employees or directors
or Affiliates shall be liable or responsible for: (i) the use which may be made of the Advances or any acts or omissions
of the Borrower or any beneficiary or transferee in connection therewith; (ii) the validity, sufficiency or genuineness of
documents, or of any endorsement thereon, even if such documents should prove to be in any or all respects invalid, insufficient,
fraudulent or forged; or (iii) the making of Advances by the Liquidity Provider against delivery of a Notice of Borrowing
and other documents which do not comply with the terms hereof; provided, however, that the Borrower shall have a
claim against the Liquidity Provider, and the Liquidity Provider shall be liable to the Borrower, to the extent of any damages
suffered by the Borrower that were the result of (A) the Liquidity Provider’s willful misconduct or gross negligence
in determining whether documents presented hereunder comply with the terms hereof or (B) any breach by the Liquidity Provider
of any of its obligations under this Agreement or the Intercreditor Agreement, including, but not limited to, the Liquidity Provider’s
failure to make lawful payment hereunder after the delivery to it by the Borrower of a Notice of Borrowing complying with the
terms and conditions hereof. In no event, however, shall the Liquidity Provider be liable on any theory of liability for any special,
indirect, consequential or punitive damages (including, without limitation, loss of profits, business or anticipated savings).


 


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(b)            Neither
the Liquidity Provider nor any of its officers, employees or directors or affiliates shall be liable or responsible in any respect
for (i) any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however
transmitted, in connection with this Agreement or any Notice of Borrowing delivered hereunder or (ii) any action, inaction
or omission which may be taken by it in good faith, absent willful misconduct or gross negligence (in which event the extent of
the Liquidity Provider’s potential liability to the Borrower shall be limited as set forth in the immediately preceding
paragraph), in connection with this Agreement or any Notice of Borrowing.


 


Section 7.07     Certain
Costs and Expenses. The Borrower agrees promptly to pay, or cause to be paid, (a) the reasonable fees, expenses
and disbursements of Hughes Hubbard & Reed LLP, special counsel for the Liquidity Provider, in connection with the preparation,
negotiation, execution, delivery, filing and recording of the Operative Agreements and any other document delivered in connection
therewith, any waiver or consent thereunder or any amendment thereof (including any amendment relating to the replacement of the
London Interbank Offered Rate as a component of the LIBOR Rate or otherwise in connection with a Benchmark Replacement Event or
the establishment of a Benchmark Replacement Rate), (b) if a Liquidity Event of Default occurs, or otherwise in connection
with the enforcement of any Operative Agreement, all out-of-pocket expenses incurred by the Liquidity Provider, including reasonable
fees and disbursements of a single legal counsel, in connection with such Liquidity Event of Default or enforcement and any collection,
bankruptcy, insolvency and other enforcement proceedings in connection therewith, (c) to the extent not paid by FedEx, any
expenses incurred by the Liquidity Provider, including reasonable fees and disbursements of counsel, in connection with the replacement
of this Agreement by a Replacement Liquidity Facility pursuant to Section 3.05(d)(i) of the Intercreditor Agreement,
and (d) any and all expenses incurred by the Liquidity Provider in connection with any action or proceeding relating to any
order, injunction, or other process or decree restraining or seeking to restrain the Liquidity Provider from paying any amount
under this Agreement, the Intercreditor Agreement or any other Operative Agreement or otherwise affecting the application of funds
in the Class AA Cash Collateral Account. In addition, the Borrower shall pay any and all recording, stamp and other similar
Taxes and fees payable or determined to be payable in the United States in connection with the execution, delivery, filing and
recording of this Agreement, any other Operative Agreement and such other documents, and agrees to save the Liquidity Provider
harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such
Taxes or fees.


 


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Section 7.08     Binding
Effect; Participations. (a) This Agreement shall be binding upon and inure to the benefit of the Borrower and
the Liquidity Provider and their respective successors and permitted assigns, except that neither the Liquidity Provider (except
as otherwise provided in this Section 7.08) nor (except as contemplated by Section 3.08) the Borrower shall have the
right to assign, pledge or otherwise transfer its rights or obligations hereunder or any interest herein, subject to the Liquidity
Provider’s right to grant Participations pursuant to Section 7.08(b).


 


(b)            The
Liquidity Provider agrees that it will not grant any participation (including, without limitation, a “risk participation”)
(any such participation, a “Participation”) in or to all or a portion of its rights and obligations
hereunder or under the other Operative Agreements, unless all of the following conditions are satisfied: (i) such Participation
is to a Permitted Transferee, (ii) such Participation is made in accordance with all applicable laws, including, without
limitation, the Securities Act of 1933, as amended, the Trust Indenture Act of 1939, as amended, any laws or regulations imposing
U.S. economic sanctions measures or any orders or licenses issued thereunder and any other applicable laws relating to the transfer
of similar interests and (iii) such Participation shall not be made under circumstances that require registration under the
Securities Act of 1933, as amended, or qualification of any indenture under the Trust Indenture Act of 1939, as amended. Notwithstanding
any such Participation, the Liquidity Provider agrees that (1) the Liquidity Provider’s obligations under the Operative
Agreements shall remain unchanged, and such participant shall have no rights or benefits as against FedEx or the Borrower or under
any Operative Agreement, (2) the Liquidity Provider shall remain solely responsible to the other parties to the Operative
Agreements for the performance of such obligations, (3) the Liquidity Provider shall remain the maker of any Advances, and
the other parties to the Operative Agreements shall continue to deal solely and directly with the Liquidity Provider in connection
with the Advances and the Liquidity Provider’s rights and obligations under the Operative Agreements, (4) the Liquidity
Provider shall be solely responsible for any withholding Taxes or any filing or reporting requirements relating to such Participation
and shall hold the Borrower and FedEx and their respective successors, permitted assigns, affiliates, agents and servants harmless
against the same and (5) neither FedEx nor the Borrower shall be required to pay to the Liquidity Provider any amount under
Section 3.01 or Section 3.03 greater than it would have been required to pay had there not been any grant of a Participation
by the Liquidity Provider. The Liquidity Provider may, in connection with any Participation or proposed Participation pursuant
to this Section 7.08(b), disclose to the participant or proposed participant any information relating to the Operative Agreements
or to the parties thereto furnished to the Liquidity Provider thereunder or in connection therewith and permitted to be disclosed
by the Liquidity Provider; provided, however, that prior to any such disclosure, the participant or proposed participant
shall agree in writing for the express benefit of the Borrower and FedEx to preserve the confidentiality of any confidential information
included therein (subject to customary exceptions).


 


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The Borrower acknowledges and agrees that
the Liquidity Provider’s source of funds may derive in part from its participants. Accordingly, in determining amounts due
by the Borrower to the Liquidity Provider pursuant to Section 3.01 and Section 3.03 of this Agreement, references in
this Agreement to determinations, reserve, liquidity and capital adequacy requirements, increased costs, reduced receipts, additional
amounts due pursuant to Section 3.03 as they pertain to the Liquidity Provider shall be deemed also to include those of each
of its participants that are commercial banking institutions and of whose participation the Borrower has been notified, in each
case up to the maximum amount that would have been incurred by or attributable to the Liquidity Provider directly had there not
been any grant of a Participation by the Liquidity Provider, and references to the Liquidity Provider therein and in related definitions
shall be treated as references to such participants where applicable; provided that in any event, neither FedEx nor the Borrower
shall be required to pay any amount under Section 3.01 or Section 3.03 greater than it would have been required to pay
had there not been any grant of a Participation by the Liquidity Provider.


 


The Liquidity Provider shall, acting solely
for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each
participant and the principal amounts (and stated interest) of each participant’s interest under this Agreement (the “Participant
Register”); provided that the Liquidity Provider shall not have any obligation to disclose all or any portion
of the Participant Register (including the identity of any participant or any information relating to a participant’s interest
in any commitments, loans or its other obligations) to any Person except to the extent that such disclosure is necessary to establish
that such commitment, loan or other obligation is in registered form under Section 5f.103-1(c) of the United States
Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the Liquidity Provider
shall treat each Person whose name is recorded in the Participant Register as the owner of such Participation for all purposes
of this Agreement notwithstanding any notice to the contrary.


 


(c)            Notwithstanding
the other provisions of this Section 7.08, the Liquidity Provider may assign and pledge all or any portion of the Advances
owing to it to any Federal Reserve Bank or the United States Treasury as collateral security pursuant to Regulation A of the Board
of Governors of the Federal Reserve System and any Operating Circular issued by such Federal Reserve Bank; provided that
any payment in respect of such assigned Advances made by the Borrower to the Liquidity Provider in accordance with the terms of
this Agreement shall satisfy the Borrower’s obligations hereunder in respect of such assigned Advance to the extent of such
payment. No such assignment shall release the Liquidity Provider from its obligations hereunder.


 


Section 7.09     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.


 


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Section 7.10     Governing
Law. THIS AGREEMENT HAS BEEN DELIVERED IN THE STATE OF NEW YORK AND THIS AGREEMENT 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 7.11     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 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 located in the Borough of Manhattan 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, (iii) agrees that service
of process in any such suit, action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or
any substantially similar form of mail), postage prepaid, to each party hereto at its address set forth in Section 7.02 hereof,
or at such other address of which each party shall have been notified pursuant thereto and (iv) 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 of the Liquidity
Provider to sue in any other jurisdiction.


 


(b)            THE
BORROWER AND THE LIQUIDITY PROVIDER EACH HEREBY AGREE TO WAIVE THEIR 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. The Borrower and the Liquidity Provider each warrant and represent 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.


 


(c)            To
the extent that the 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 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.


 


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Section 7.12     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 shall constitute one instrument.


 


Section 7.13     Entirety.
This Agreement and the Intercreditor Agreement constitute the entire agreement of the parties hereto with respect to the subject
matter hereof and supersede all prior understandings and agreements of such parties.


 


Section 7.14     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 7.15     Liquidity
Provider’s Obligation to Make Advances. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE OBLIGATIONS OF THE
LIQUIDITY PROVIDER TO MAKE ADVANCES HEREUNDER, AND THE BORROWER’S RIGHTS TO DELIVER NOTICES OF BORROWING REQUESTING THE
MAKING OF ADVANCES HEREUNDER, SHALL BE ABSOLUTE, UNCONDITIONAL AND IRREVOCABLE, AND SHALL BE PAID OR PERFORMED, IN EACH CASE
STRICTLY IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT.


 


Section 7.16     Patriot
Act. The Liquidity Provider hereby notifies the Borrower that pursuant to the requirements of the Uniting and Strengthening
America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (“USA PATRIOT Act”)
it is required to obtain, verify and record information that identifies the Borrower, which information includes the name and
address of the Borrower and other information that will allow the Liquidity Provider to identify the Borrower in accordance with
such Act.


 


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Section 7.17     Acknowledgment
and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in this Agreement or
in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability
of any Affected Financial Institution arising under this Agreement, to the extent such liability is unsecured, may be subject
to Write-Down and Conversion Powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees
to be bound by:


 


(a)            the
application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder
which may be payable to it by any party hereto that is an Affected Financial Institution; and


 


(b)            the
effects of any Bail-In Action on any such liability, including, if applicable:


 


(i)            a
reduction in full or in part or cancellation of any such liability;


 


(ii)           a
conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected Financial Institution,
its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or
other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement;
or


 


(iii)          the
variation of the terms of such liability in connection with the exercise of Write-Down and Conversion Powers of any applicable
Resolution Authority.


 


Section 7.18     Head
Office Obligations. The Liquidity Provider is BNP Paribas, acting through its New York branch. The Liquidity Provider
hereby agrees that, notwithstanding the place of booking or its jurisdiction of incorporation or organization, the obligations
of the Liquidity Provider hereunder are also the obligations of the head office of BNP Paribas in Paris, France (the “Head
Office”). Accordingly, any beneficiary of this Agreement will be able to proceed directly against the Head Office
(subject to the effect of any applicable bankruptcy, liquidation, winding-up, insolvency, reorganization or similar laws affecting
the rights of creditors generally, including all laws relating to administration or insolvency proceedings, to conciliation, nomination
of an ad-hoc receiver or similar procedures), if the Liquidity Provider defaults in its obligations to such beneficiary under
this Agreement.


 


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IN WITNESS WHEREOF, the parties have caused
this Agreement to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first set
forth above.


 


	 	WILMINGTON TRUST COMPANY,
	 	not in its individual capacity but solely as Subordination Agent, as
    agent and trustee for the Class AA Trust, as Borrower




 


	 	By:	/s/ Adam R. Vogelsong
	 	 	Name: Adam R. Vogelsong
	 	 	Title: Vice President






 


Signature Page


 


Revolving Credit Agreement (Class AA)


(2020-1 EETC)


 






    


     


    

 





 


	 	BNP PARIBAS, acting through its New York branch, as Liquidity Provider
	 	 	 
	 	By:	/s/
    Advait Joshi
	 	 	Name: Advait Joshi
	 	 	Title: Director


 


	 	By:	/s/
    Chris Fukuoka
	 	 	Name: Chris Fukuoka
	 	 	Title: Vice President


 


Signature Page


 


Revolving Credit Agreement (Class AA)


(2020-1 EETC)


 



    


     


    

 


ANNEX I to


REVOLVING CREDIT AGREEMENT


 


FORM OF INTEREST ADVANCE NOTICE
OF BORROWING


 


INTEREST ADVANCE NOTICE OF BORROWING


 


The undersigned, a duly authorized signatory
of the undersigned borrower (the “Borrower”), hereby certifies to BNP Paribas (the “Liquidity
Provider”), with reference to the Revolving Credit Agreement (2020-1AA), dated as of August 13, 2020, between
the Borrower and the Liquidity Provider (the “Liquidity Agreement”; the terms defined therein and not
otherwise defined herein being used herein as therein defined or referenced), that:


 


(1)            The
Borrower is the Subordination Agent under the Intercreditor Agreement.


 


(2)            The
Borrower is delivering this Notice of Borrowing for the making of an Interest Advance by the Liquidity Provider to be used for
the payment of the interest on the Class AA Certificates which is payable on __________, _____ (the “Distribution
Date”) in accordance with the terms and provisions of the Class AA Trust Agreement and the Class AA Certificates,
which Advance is requested to be made on __________, ____. The Interest Advance should be remitted to [insert wire and account
details].


 


(3)            The
amount of the Interest Advance requested hereby (i) is $ ______, to be applied in respect of the payment of the interest
which is due and payable on the Class AA Certificates on the Distribution Date, (ii) does not include any amount with
respect to the payment of principal of, or premium on, the Class AA Certificates, or principal of, or interest or premium
on any Additional Certificates, if issued, (iii) was computed in accordance with the provisions of the Class AA Certificates,
the Class AA Trust Agreement and the Intercreditor Agreement (a copy of which computation is attached hereto as Schedule
I), (iv) does not exceed the Maximum Available Commitment on the date hereof and (v) has not been and is not the subject
of a prior or contemporaneous Notice of Borrowing.


 


(4)            Upon
receipt by or on behalf of the Borrower of the amount requested hereby, (a) the Borrower will apply the same in accordance
with the terms of Section 3.05(b) of the Intercreditor Agreement, (b) no portion of such amount shall be applied
by the Borrower for any other purpose and (c) no portion of such amount until so applied shall be commingled with other funds
held by the Borrower.


 


The Borrower hereby acknowledges that,
pursuant to the Liquidity Agreement, the making of the Interest Advance as requested by this Notice of Borrowing shall automatically
reduce, subject to reinstatement in accordance with the terms of the Liquidity Agreement, the Maximum Available Commitment by
an amount equal to the amount of the Interest Advance requested to be made hereby as set forth in clause (i) of paragraph
(3) of this Notice of Borrowing and such reduction shall automatically result in corresponding reductions in the amounts
available to be borrowed pursuant to a subsequent Advance.


 





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    I-1


     


    

 


IN WITNESS WHEREOF, the Borrower has executed
and delivered this Notice of Borrowing as of the ______ day of __________, _____.


 





	 	WILMINGTON
                                         TRUST COMPANY,


as Subordination Agent,
as Borrower



	 	 	 
	 	By:	
	 	 	Name:
	 	 	Title:


 


Revolving Credit Agreement (Class AA)


(2020-1 EETC)


 



    I-2


     


    

 


SCHEDULE I TO INTEREST ADVANCE NOTICE OF
BORROWING


 





[Insert Copy of Computations in accordance
with Interest Advance Notice of Borrowing]


 


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(2020-1 EETC)


 



    I-3


     


    

 





ANNEX II to


REVOLVING CREDIT AGREEMENT


 


FORM OF NON-EXTENSION ADVANCE
NOTICE OF BORROWING


 


NON-EXTENSION ADVANCE NOTICE OF BORROWING


 


The undersigned, a duly authorized signatory
of the undersigned subordination agent (the “Borrower”), hereby certifies to BNP Paribas (the “Liquidity
Provider”), with reference to the Revolving Credit Agreement (2020-1AA), dated as of August 13, 2020, between
the Borrower and the Liquidity Provider (the “Liquidity Agreement”; the terms defined therein and not
otherwise defined herein being used herein as therein defined or referenced), that:


 


(1)            The
Borrower is the Subordination Agent under the Intercreditor Agreement.


 


(2)            The
Borrower is delivering this Notice of Borrowing for the making of the Non-Extension Advance by the Liquidity Provider to be used
for the funding of the Class AA Cash Collateral Account in accordance with Section 3.05(d) of the Intercreditor
Agreement, which Advance is requested to be made on ________, ____. The Non-Extension Advance should be remitted to [insert wire
and account details].


 


(3)            The
amount of the Non-Extension Advance requested hereby (i) is $ _____________, which equals the Maximum Available Commitment
on the date hereof and is to be applied in respect of the funding of the Class AA Cash Collateral Account in accordance with
Sections 3.05(d) and 3.05(f) of the Intercreditor Agreement, (ii) does not include any amount with respect to the
payment of the principal of, or premium on, the Class AA Certificates, or principal of, or interest or premium on, any Additional
Certificates, if issued, (iii) was computed in accordance with the provisions of the Class AA Certificates, the Liquidity
Agreement, the Class AA Trust Agreement and the Intercreditor Agreement (a copy of which computation is attached hereto as
Schedule I) and (iv) has not been and is not the subject of a prior or contemporaneous Notice of Borrowing under the Liquidity
Agreement.


 


(4)            Upon
receipt by or on behalf of the Borrower of the amount requested hereby, (a) the Borrower will deposit such amount in the
Class AA Cash Collateral Account and apply the same in accordance with the terms of Sections 3.05(d) and 3.05(f) of
the Intercreditor Agreement, (b) no portion of such amount shall be applied by the Borrower for any other purpose and (c) no
portion of such amount until so applied shall be commingled with other funds held by the Borrower.


 


The Borrower hereby acknowledges that,
pursuant to the Liquidity Agreement, (A) the making of the Non-Extension Advance as requested by this Notice of Borrowing
shall automatically and irrevocably terminate the obligation of the Liquidity Provider to make further Advances under the Liquidity
Agreement and (B) following the making by the Liquidity Provider of the Non-Extension Advance requested by this Notice of
Borrowing, the Borrower shall not be entitled to request any further Advances under the Liquidity Agreement.


 


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    II-1


     


    




 


IN WITNESS WHEREOF, the Borrower has executed
and delivered this Notice of Borrowing as of the _____ day of _______________, ____.


 





 


	 	WILMINGTON TRUST COMPANY,


as Subordination Agent, as Borrower



	 	 	 
	 	By:	
	 	 	Name:
	 	 	Title:




 


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(2020-1 EETC)


 






    II-2


     


    

 


SCHEDULE I TO NON-EXTENSION ADVANCE NOTICE
OF BORROWING


 





[Insert Copy of computations in accordance
with Non-Extension Advance Notice of Borrowing]


 


Revolving Credit Agreement (Class AA)


(2020-1 EETC)


 



    II-3


     


    





 


ANNEX III to

REVOLVING CREDIT AGREEMENT


 


FORM OF DOWNGRADE ADVANCE NOTICE
OF BORROWING


 


DOWNGRADE ADVANCE NOTICE OF BORROWING


 


The undersigned, a duly authorized signatory
of the undersigned subordination agent (the “Borrower”), hereby certifies to BNP Paribas (the “Liquidity
Provider”), with reference to the Revolving Credit Agreement (2020-1AA), dated as of August 13, 2020, between
the Borrower and the Liquidity Provider (the “Liquidity Agreement”; the terms defined therein and not
otherwise defined herein being used herein as therein defined or referenced), that:


 


(1)            The
Borrower is the Subordination Agent under the Intercreditor Agreement.


 


(2)            The
Borrower is delivering this Notice of Borrowing for the making of the Downgrade Advance by the Liquidity Provider to be used for
the funding of the Class AA Cash Collateral Account in accordance with Section 3.05(c)(iii) of the Intercreditor
Agreement by reason of the Liquidity Facility provided under the Liquidity Agreement becoming a Downgraded Facility which has
not been replaced by a Replacement Liquidity Facility, which Advance is requested to be made on __________, ____. The Downgrade
Advance should be remitted to [insert wire and account details].


 


(3)            The
amount of the Downgrade Advance requested hereby (i) is $ _____________, which equals the Maximum Available Commitment on
the date hereof and is to be applied in respect of the funding of the Class AA Cash Collateral Account in accordance with
Sections 3.05(c) and 3.05(f) of the Intercreditor Agreement, (ii) does not include any amount with respect to the
payment of the principal of, or premium on, the Class AA Certificates, or principal of, or interest or premium on, any Additional
Certificates, if issued, (iii) was computed in accordance with the provisions of the Class AA Certificates, the Class AA
Trust Agreement and the Intercreditor Agreement (a copy of which computation is attached hereto as Schedule I) and (iv) has
not been and is not the subject of a prior or contemporaneous Notice of Borrowing under the Liquidity Agreement.


 


(4)            Upon
receipt by or on behalf of the Borrower of the amount requested hereby,


 


the Borrower will deposit such amount in
the Class AA Cash Collateral Account and apply the same in accordance with the terms of Sections 3.05(c) and 3.05(f) of
the Intercreditor Agreement, (b) no portion of such amount shall be applied by the Borrower for any other purpose and (c) no
portion of such amount until so applied shall be commingled with other funds held by the Borrower.


 


The Borrower hereby acknowledges that,
pursuant to the Liquidity Agreement, (A) the making of the Downgrade Advance as requested by this Notice of Borrowing shall
automatically reduce, subject to reinstatement in accordance with the terms of the Liquidity Agreement, the Maximum Available
Commitment to zero and (B) following the making by the Liquidity Provider of the Downgrade Advance requested by this Notice
of Borrowing, subject to reinstatement in accordance with the terms of the Liquidity Agreement, the Borrower shall not be entitled
to request any further Advances under the Liquidity Agreement.


 


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    III-1


     


    

 


IN WITNESS WHEREOF, the Borrower has executed
and delivered this Notice of Borrowing as of the _____ day of ____________, _____.


 


	 	WILMINGTON TRUST COMPANY,
 as Subordination Agent, as
    Borrower
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:






 


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    III-2


     


    

 


SCHEDULE I TO DOWNGRADE ADVANCE NOTICE
OF BORROWING


 


[Insert Copy of computations in accordance
with Downgrade Advance Notice of Borrowing]


 


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    III-3


     


    

 


ANNEX IV to

REVOLVING CREDIT AGREEMENT


 


FORM OF FINAL ADVANCE NOTICE
OF BORROWING


 


FINAL ADVANCE NOTICE OF BORROWING


 


The undersigned, a duly authorized signatory
of the undersigned borrower (the “Borrower”), hereby certifies to BNP Paribas (the “Liquidity
Provider”), with reference to the Revolving Credit Agreement (2020-1AA), dated as of August 13, 2020, between
the Borrower and the Liquidity Provider (the “Liquidity Agreement”; the terms defined therein and not
otherwise defined herein being used herein as therein defined or referenced), that:


 


(1)            The
Borrower is the Subordination Agent under the Intercreditor Agreement.


 


(2)            The
Borrower is delivering this Notice of Borrowing for the making of the Final Advance by the Liquidity Provider to be used for the
funding of the Class AA Cash Collateral Account in accordance with Section 3.05(i) of the Intercreditor Agreement
by reason of the receipt by the Borrower of a Termination Notice from the Liquidity Provider with respect to the Liquidity Agreement,
which Advance is requested to be made on ___________, ____. The Final Advance should be remitted to [insert wire and account details].


 


(3)            The
amount of the Final Advance requested hereby (i) is $ ____________, which equals the Maximum Available Commitment on the
date hereof and is to be applied in respect of the funding of the Class AA Cash Collateral Account in accordance with Sections
3.05(f) and 3.05(i) of the Intercreditor Agreement, (ii) does not include any amount with respect to the payment
of principal of, or premium on, the Class AA Certificates, or principal of, or interest or premium on, any Additional Certificates,
if issued, (iii) was computed in accordance with the provisions of the Class AA Certificates, the Class AA Trust
Agreement and the Intercreditor Agreement (a copy of which computation is attached hereto as Schedule I) and (iv) has not
been and is not the subject of a prior or contemporaneous Notice of Borrowing.


 


(4)            Upon
receipt by or on behalf of the Borrower of the amount requested hereby, (a) the Borrower will deposit such amount in the
Class AA Cash Collateral Account and apply the same in accordance with the terms of Sections 3.05(f) and 3.05(i) of
the Intercreditor Agreement, (b) no portion of such amount shall be applied by the Borrower for any other purpose and (c) no
portion of such amount until so applied shall be commingled with other funds held by the Borrower.


 


Revolving Credit Agreement (Class AA)

(2020-1 EETC)




 






    IV-1


     


    

 


The Borrower hereby acknowledges that,
pursuant to the Liquidity Agreement, (A) the making of the Final Advance as requested by this Notice of Borrowing shall automatically
and irrevocably terminate the obligation of the Liquidity Provider to make further Advances under the Liquidity Agreement and
(B) following the making by the Liquidity Provider of the Final Advance requested by this Notice of Borrowing, the Borrower
shall not be entitled to request any further Advances under the Liquidity Agreement.


 


IN WITNESS WHEREOF, the Borrower has executed
and delivered this Notice of Borrowing as of the ___ day of _________, ____.


 


	 	WILMINGTON TRUST COMPANY,
 as Subordination Agent, as
    Borrower
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:






 


[* Bracketed language may be included at Borrower’s option.]


 


Revolving Credit Agreement (Class AA)

(2020-1 EETC)


 






    IV-2


     


    

 


SCHEDULE 1 TO FINAL ADVANCE NOTICE OF BORROWING


 


[Insert Copy of Computations in accordance
with Final Advance Notice of Borrowing]


 


Revolving Credit Agreement (Class AA)

(2020-1 EETC)


 






    IV-3


     


    

 


ANNEX V to

REVOLVING CREDIT AGREEMENT


 


FORM OF SPECIAL TERMINATION

ADVANCE NOTICE OF BORROWING


 


SPECIAL TERMINATION ADVANCE NOTICE OF BORROWING


 


The undersigned, a duly authorized signatory
of the undersigned borrower (the “Borrower”), hereby certifies to BNP Paribas (the “Liquidity
Provider”), with reference to the Revolving Credit Agreement (2020-1AA), dated as of August 13, 2020, between
the Borrower and the Liquidity Provider (the “Liquidity Agreement”; the terms defined therein and not
otherwise defined herein being used herein as therein defined or referenced), that:


 


(1)            The
Borrower is the Subordination Agent under the Intercreditor Agreement.


 


(2)            The
Borrower is delivering this Notice of Borrowing for the making of the Special Termination Advance by the Liquidity Provider to
be used for the funding of the Class AA Cash Collateral Account in accordance with Section 3.05(k) of the Intercreditor
Agreement by reason of the receipt by the Borrower of a Special Termination Notice from the Liquidity Provider with respect to
the Liquidity Agreement, which Advance is requested to be made on ________________.


 


(3)            The
amount of the Special Termination Advance requested hereby (i) is $ ________________, which equals the Maximum Available
Commitment on the date hereof and is to be applied in respect of the funding of the Class AA Cash Collateral Account in accordance
with Sections 3.05(f) and 3.05(k) of the Intercreditor Agreement, (ii) does not include any amount with respect
to the payment of principal of, or premium on, the Class AA Certificates, or principal of, or interest or premium on, any
Additional Certificates, if issued, (iii) was computed in accordance with the provisions of the Class AA Certificates,
the Class AA Trust Agreement and the Intercreditor Agreement (a copy of which computation is attached hereto as Schedule
I) and (iv) has not been and is not the subject of a prior or contemporaneous Notice of Borrowing.


 


(4)            Upon
receipt by or on behalf of the Borrower of the amount requested hereby, (a) the Borrower shall deposit such amount in the
Class AA Cash Collateral Account and apply the same in accordance with the terms of Sections 3.05(f) and 3.05(k) of
the Intercreditor Agreement, (b) no portion of such amount shall be applied by the Borrower for any other purpose and (c) no
portion of such amount until so applied shall be commingled with other funds held by the Borrower.


 


Revolving Credit Agreement (Class AA)

(2020-1 EETC)


 






    V-1


     


    

 


The Borrower hereby acknowledges that,
pursuant to the Liquidity Agreement, (A) the making of the Special Termination Advance as requested by this Notice of Borrowing
shall automatically and irrevocably terminate the obligation of the Liquidity Provider to make further Advances under the Liquidity
Agreement; and (B) following the making by the Liquidity Provider of the Special Termination Advance requested by this Notice
of Borrowing, the Borrower shall not be entitled to request any further Advances under the Liquidity Agreement.


 


IN WITNESS WHEREOF, the Borrower has executed
and delivered this Notice of Borrowing as of the _____ day of ___________, ___.


 


	 	WILMINGTON TRUST COMPANY,
 as Subordination Agent, as
    Borrower
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:






 


Revolving Credit Agreement (Class AA)

(2020-1 EETC)


 






    V-2


     


    

 


SCHEDULE 1 TO SPECIAL TERMINATION ADVANCE
NOTICE OF BORROWING


 


[Insert Copy of Computations in accordance
with Special Termination Advance Notice of Borrowing]


 


Revolving Credit Agreement (Class AA)

(2020-1 EETC)


 






    V-3


     


    

 


ANNEX VI to

REVOLVING CREDIT AGREEMENT


 


FORM OF NOTICE OF TERMINATION


 


NOTICE OF TERMINATION


 


[Date]


 


Wilmington Trust Company,

as Subordination Agent,

as Borrower


[1100 North Market Square

Wilmington, DE 19890-1605

Attention: Global Capital Market Services

Ref: FedEx 2020-1 EETC]


 


		Re:	Revolving Credit Agreement (2020-1AA), dated as of August 13,
                                         2020, between Wilmington Trust Company, as Subordination Agent, as agent and trustee
                                         for the FedEx Pass Through Trust 2020-1AA, as Borrower, and BNP Paribas (the “Liquidity
                                         Agreement”)



 


Ladies and Gentlemen:


 


You are hereby notified that pursuant to
Section 6.01(a) of the Liquidity Agreement, by reason of the occurrence and continuance of a Liquidity Event of Default
and the existence of a Performing Note Deficiency (each as defined in the Liquidity Agreement), we are giving this notice to you
in order to cause (i) our obligations to make Advances (as defined in the Liquidity Agreement) under such Liquidity Agreement
to terminate on the fifth Business Day after the date on which you receive this notice and (ii) you to request a Final Advance
under the Liquidity Agreement pursuant to Section 2.02(c) of the Liquidity Agreement and Section 3.05(i) of
the Intercreditor Agreement (as defined in the Liquidity Agreement) as a consequence of your receipt of this notice.


 


Revolving Credit Agreement (Class AA)

(2020-1 EETC)


 






    VI-1


     


    

 


THIS NOTICE IS THE “NOTICE OF
TERMINATION” PROVIDED FOR UNDER THE LIQUIDITY AGREEMENT. OUR OBLIGATIONS TO MAKE ADVANCES UNDER THE LIQUIDITY AGREEMENT
WILL TERMINATE ON THE FIFTH BUSINESS DAY AFTER THE DATE ON WHICH YOU RECEIVE THIS NOTICE.


 


	 	Very truly yours,
	 	 
	 	BNP PARIBAS, acting through its New York branch, as Liquidity
    Provider
	 	By:	 
	 	 	Name:
	 	 	Title:






 


		cc:	Wilmington Trust Company, as Class AA Trustee

                                         FedEx



 


Revolving Credit Agreement (Class AA)

(2020-1 EETC)


 






    VI-2


     


    

 


ANNEX VII to

REVOLVING CREDIT AGREEMENT


 


FORM OF NOTICE OF SPECIAL TERMINATION


 


NOTICE OF SPECIAL TERMINATION


 


[Date]


 


Wilmington Trust Company,

as Subordination Agent,

as Borrower


[1100 North Market Square

Wilmington, DE 19890-1605

Attention: Global Capital Market Services

Ref: FedEx 2020-1 EETC]


 


		Re:	Revolving Credit Agreement (2020-1AA), dated as of August 13,
                                         2020, between Wilmington Trust Company, as Subordination Agent, as agent and trustee
                                         for the FedEx Pass Through Trust 2020-1AA, as Borrower, and BNP Paribas (the “Liquidity
                                         Agreement”)



 


Ladies and Gentlemen:


 


You are hereby notified that pursuant to
Section 6.01(b) of the Liquidity Agreement, by reason of the aggregate Pool Balance of the Class AA Certificates
exceeding the aggregate outstanding principal amount of the Series AA Equipment Notes (other than any Series AA Equipment
Notes previously sold or with respect to which the Aircraft related to such Series AA Equipment Notes has been disposed of)
during the 18-month period prior to February 20, 2034, we are giving this notice to you in order to cause (i) our obligations
to make Advances (as defined in the Liquidity Agreement) under such Liquidity Agreement to terminate on the fifth Business Day
after the date on which you receive this notice and (ii) you to request a Special Termination Advance under the Liquidity
Agreement pursuant to Section 2.02(d) of the Liquidity Agreement and Section 3.05(k) of the Intercreditor
Agreement (as defined in the Liquidity Agreement) as a consequence of your receipt of this notice.


 


Revolving Credit Agreement (Class AA)

(2020-1 EETC)


 






    VII-1


     


    

 


THIS NOTICE IS THE “NOTICE OF
SPECIAL TERMINATION” PROVIDED FOR UNDER THE LIQUIDITY AGREEMENT. OUR OBLIGATIONS TO MAKE ADVANCES UNDER THE LIQUIDITY AGREEMENT
WILL TERMINATE ON THE FIFTH BUSINESS DAY AFTER THE DATE ON WHICH YOU RECEIVE THIS NOTICE.


 


	 	Very truly yours,
	 	 
	 	BNP PARIBAS, acting through its New York branch, as Liquidity
    Provider
	 	By:	 
	 	 	Name:
	 	 	Title:






 


		cc:	Wilmington Trust Company, as Class AA Trustee

                                         FedEx



 


Revolving Credit Agreement (Class AA)

(2020-1 EETC)


 






    VII-2


     


    

 


ANNEX VIII to

REVOLVING CREDIT AGREEMENT


 


FORM OF NOTICE OF REPLACEMENT
SUBORDINATION AGENT


 


NOTICE OF REPLACEMENT SUBORDINATION AGENT


 


[Date]


 


Attention:


 


		Re:	Revolving Credit Agreement (2020-1AA), dated as of August 13,
                                         2020, between Wilmington Trust Company, as Subordination Agent, as agent and trustee
                                         for the FedEx Pass Through Trust 2020-1AA, as Borrower, and BNP Paribas (the “Liquidity
                                         Agreement”)



 


Ladies and Gentlemen:


 


For value received, the undersigned beneficiary
hereby irrevocably transfers to:


 


[Name of Transferee]


 


[Address of Transferee]


 


all rights and obligations of the undersigned as Borrower under
the Liquidity Agreement referred to above. The transferee has succeeded the undersigned as Subordination Agent under the Intercreditor
Agreement referred to in the first paragraph of the Liquidity Agreement, pursuant to the terms of Section 7.01 of the Intercreditor
Agreement.


 


By this transfer, all rights of the undersigned
as Borrower under the Liquidity Agreement are transferred to the transferee and the transferee shall hereafter have the sole rights
and obligations as Borrower thereunder. The undersigned shall pay any costs and expenses of such transfer, including, but not
limited to, transfer taxes or governmental charges.


 


This transfer shall be effective as of
[specify time and date].


 


Revolving Credit Agreement (Class AA)

(2020-1 EETC)


 






    VIII-1


     


    

 


	 	WILMINGTON TRUST COMPANY,
 as Subordination Agent, as
    Borrower
	 	 
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:






 


Revolving Credit Agreement (Class AA)

(2020-1 EETC)


 






    VIII-2