Exhibit 4.3


 


Execution Version


 


 


GUARANTEE


 


dated as of August 13, 2020


 


from


 


FEDEX CORPORATION,


 


Thirteen Boeing 767-300F Aircraft


 


and


 


Six Boeing 777F Aircraft


 


 






    


     


    

 


	Section 1.	Guarantee	1
	 	 	 
	Section 2.	No Implied Third Party
    Beneficiaries	3
	 	 	 
	Section 3.	Waiver; No Set-off; Reinstatement;
    Subrogation	3
	 	 	 
	Section 4.	Amendments, Etc	4
	 	 	 
	Section 5.	Payments	4
	 	 	 
	Section 6.	Integration; Counterparts;
    Successors and Assigns; Headings	4
	 	 	 
	Section 7.	Notices	4
	 	 	 
	Section 8.	No Waivers	4
	 	 	 
	Section 9.	Severability	5
	 	 	 
	Section 10.	GOVERNING LAW	5




 






    


     


    

 


GUARANTEE


 


GUARANTEE, dated as
of August 13, 2020 (as amended, modified or supplemented from time to time, this “Guarantee”), from FEDEX
CORPORATION., a Delaware corporation (together with its permitted successors and assigns, the “Guarantor”),
to the parties listed in Schedule I hereto (collectively, together with their successors and permitted assigns, the “Parties”,
and, individually, a “Party”).


 


WHEREAS, Federal Express
Corporation., a Delaware corporation (“Owner”), a direct wholly-owned subsidiary of the Guarantor, has entered
into each those certain Indenture and Security Agreements, dated as of August 13, 2020, (collectively, the “Indentures”),
among Owner and Wilmington Trust Company, as Loan Trustee, with respect to each aircraft described in Schedule II hereto (and
any aircraft substituted therefor pursuant to the related Indenture and Security Agreement), in each case as the same may be amended,
supplemented or otherwise modified from time to time in accordance with its terms.


 


WHEREAS, Owner has
entered into each of those certain Participation Agreements dated as of August 13, 2020 (collectively, “Participation
Agreements”), among Owner, Wilmington Trust Company, as pass through trustee under the Pass Through Trust Agreement
(the “Pass Through Trustee”), Wilmington Trust Company, as Subordination Agent (the “Subordination
Agent”), Wilmington Trust Company, as Loan Trustee, and Wilmington Trust Company, in its individual capacity and as
set forth therein;


 


WHEREAS, capitalized
terms used but not defined herein shall have the meanings set forth in the Participation Agreements; and


 


WHEREAS, in order
to finance the aircraft identified on Schedule II hereto (the “Aircraft”), Owner will issue the Equipment
Notes under the Indentures;


 


NOW, THEREFORE, in
order to induce the Pass Through Trustee to purchase the Equipment Notes and for other good and valuable consideration, receipt
of which is hereby acknowledged, the parties hereto agree as follows:


 


Section 1.               Guarantee.


 


(a)           The
Guarantor does hereby acknowledge that it is fully aware of the terms and conditions of the Indentures, the Participation Agreements,
the Equipment Notes and the transactions and the other documents contemplated thereby, and does hereby irrevocably and fully and
unconditionally guarantee, as primary obligor and not as surety merely, to the Parties, as their respective interests may appear,
the payment by Owner of all payment obligations when due under the Indentures, the Participation Agreements the Equipment Notes
(such obligations of Owner guaranteed hereby being hereafter referred to, individually, as a “Guaranteed Obligation”
and, collectively, as the “Guaranteed Obligations”) in accordance with the terms of the Operative Documents.  The
Guarantor does hereby agree that in the event that Owner fails to pay any Guaranteed Obligation when due for any reason (including,
without limitation, the liquidation, dissolution, receivership, insolvency, bankruptcy, assignment for the benefit of creditors,
reorganization, arrangement, composition or readjustment of, or other similar proceedings affecting the status, existence, assets
or obligations of Owner, or the disaffirmance with respect to Owner of any Indenture or any other Operative Document to which
Owner is a party in any such proceeding) after the date on which such Guaranteed Obligation became due and payable and the applicable
grace period has expired, the Guarantor shall pay or cause to be paid forthwith, upon the receipt of notice from the Loan Trustee
(such notice to be sent to Owner (to the extent the Loan Trustee is not stayed or prevented from doing so by operation of law)
and the Guarantor) stating that such Guaranteed Obligation was not paid when due after the applicable grace period has expired
and stating the amount of such Guaranteed Obligation.


 






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(b)           The
obligations of the Guarantor hereunder shall not be, to the fullest extent permitted by law, affected by the genuineness, validity,
regularity or enforceability (or lack thereof) of any of Owner’s obligations under any Indenture or any other Operative
Document to which Owner is a party, any amendment, waiver or other modification of any Indenture or such other Operative Document
(except that any such amendment or other modification shall be given effect in determining the obligations of the Guarantor hereunder),
or by any substitution, release or exchange of collateral for or other guaranty of any of the Guaranteed Obligations (except to
the extent that such substitution, release or exchange is not undertaken in accordance with the terms of the Operative Documents)
without the consent of the Guarantor, or by any priority or preference to which any other obligations of Owner may be entitled
over Owner’s obligations under any Indenture and the other Operative Documents to which Owner is a party, or by any other
circumstance that might otherwise constitute a legal or equitable defense to or discharge of the obligations of a surety or guarantor
including, without limitation, any defense arising out of any laws of the United States of America or of any State thereof which
would excuse, discharge, exempt, modify or delay the due or punctual payment and performance of the obligations of the Guarantor
hereunder.  Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of
the following shall not, to the fullest extent permitted by law, affect the liability of the Guarantor hereunder: (a) the
extension of the time for or waiver of, at any time or from time to time, without notice to the Guarantor, Owner’s performance
of or compliance with any of its obligations under the Operative Documents (except that such extension or waiver shall be given
effect in determining the obligations of the Guarantor hereunder), (b) any assignment, transfer, lease or other arrangement
by which Owner transfers possession or loses control of the use of any Aircraft, (c) any defect in the title, condition,
design, operation or fitness for use of, or damage to or loss or destruction of, any Aircraft, whether or not due to the fault
of Owner, (d) any merger or consolidation of Owner or the Guarantor into or with any other Person, or any sale, transfer,
lease or disposal of any of its assets, (e) any issuance of Additional Series Equipment Notes or (f) any change
in the ownership of any shares of capital stock of Owner.


 


(c)           This
Guarantee is an absolute, present and continuing guaranty of payment and performance and not of collection and is in no way conditional
or contingent upon any attempt to collect from Owner any unpaid amounts due.  The Guarantor specifically agrees, to
the fullest extent permitted by law, that it shall not be necessary or required, and that the Guarantor shall not be entitled
to require, that any Party (i) file suit or proceed to obtain or assert a claim for personal judgment against Owner for the
Guaranteed Obligations, or (ii) make any effort at collection of the Guaranteed Obligations from Owner, or (iii) foreclose
against or seek to realize upon any security now or hereafter existing for the Guaranteed Obligations, including the Collateral
(as defined in the Indentures), or (iv) file suit or proceed to obtain or assert a claim for personal judgment against any
other Person liable for the Guaranteed Obligations, or make any effort at collection of the Guaranteed Obligations from any such
other Person, or exercise or assert any other right or remedy to which any Party is or may be entitled in connection with the
Guaranteed Obligations or any security or other guaranty therefor, or (v) assert or file any claim against the assets of
Owner or any other guarantor or other Person liable for the Guaranteed Obligations, or any part thereof, before or as a condition
of enforcing the liability of the Guarantor under this Guarantee or requiring payment of said Guaranteed Obligations by the Guarantor
hereunder, or at any time thereafter.


 








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Section 2.               No
Implied Third Party Beneficiaries.  This Guarantee shall not be deemed to create any right in any Person except
a Party and shall not be construed in any respect to be a contract in whole or in part for the benefit of any other Person.


 


Section 3.              Waiver;
No Set-off; Reinstatement; Subrogation.  The Guarantor waives notice of the acceptance of this Guarantee and of
the performance or nonperformance by Owner, demand for payment from Owner or any other Person, notice of nonpayment or failure
to perform on the part of Owner, diligence, presentment, protest, dishonor and, to the fullest extent permitted by law, all other
demands or notices whatsoever, other than the request for payment hereunder and notice provided for in Section 1 hereof.  The
obligations of the Guarantor shall be absolute and unconditional and shall remain in full force and effect until satisfaction
of all Guaranteed Obligations and, without limiting the generality of the foregoing, to the extent not prohibited by applicable
law, shall not be released, discharged or otherwise affected by the existence of any claims, set-off, defense or other rights
that the Guarantor may have at any time and from time to time against any Party, whether in connection herewith or any unrelated
transactions.  This Guarantee shall continue to be effective or be reinstated, as the case may be, if at any time any
payment of any Guaranteed Obligation is rescinded or must otherwise be returned by any Party upon the insolvency, bankruptcy,
reorganization, arrangement, readjustment of debt, dissolution, liquidation or similar proceeding with respect to Owner or otherwise,
all as though such payment had not been made.  The Guarantor, by virtue of any payment hereunder to a Party, shall be
subrogated to such Party’s claim against Owner or any other Person relating thereto; provided, however,
that the Guarantor shall not be entitled to receive payment from Owner in respect of any claim against Owner arising from a payment
by the Guarantor in the event of any insolvency, bankruptcy, liquidation, reorganization or other similar proceedings relating
to Owner, or in the event of any proceedings for voluntary liquidation, dissolution or other winding-up of Owner, whether or not
involving insolvency or bankruptcy proceedings, in which case the Guaranteed Obligations shall be paid and performed in full before
any payment in respect of a claim by the Guarantor shall be made by or on behalf of Owner.


 






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Section 4.              Amendments,
Etc.  No amendment of or supplement to this Guarantee, or waiver or modification of, or consent under, the terms
hereof, shall be effective unless evidenced by an instrument in writing signed by the Guarantor and each Party against whom such
amendment, supplement, waiver, modification or consent is to be enforced.


 


Section 5.               Payments.  All
payments by the Guarantor hereunder in respect of any Obligation shall be made in Dollars and otherwise as provided in the relevant
Indenture, the relevant Participation Agreement or the relevant Equipment Note in which such Guaranteed Obligation is contained.


 


Section 6.               Integration;
Counterparts; Successors and Assigns; Headings.  This Guarantee (a) constitutes the entire agreement, and supersedes
all prior agreements and understandings, both written and oral, among the Guarantor and the Parties, with respect to the subject
matter hereof, (b) may be executed in several counterparts, each of which shall be deemed an original, but all of which together
shall constitute one and the same instrument, and (c) shall be binding upon the successors and assigns of the Guarantor and
shall inure to the benefit of, and shall be enforceable by, each of the Parties to the fullest extent permitted by applicable
laws.  The headings in this Guarantee are for purposes of reference only, and shall not limit or otherwise affect the
meanings hereof.


 


Section 7.
              Notices.  All requests, notices or other
communications hereunder shall be in writing, addressed as follows:


 


If to the Guarantor:


FedEx Corporation


942 South Shady Grove
Road


Memphis, TN 38120


 


Attention:  Treasurer


 


If to a Party:


to the address or
telecopy number set forth in the Participation Agreements


 


All requests, notices
or other communications shall be given in the manner, and shall be effective at the times and under the terms, set forth in Section 7.01
of the Participation Agreements.


 


Section 8.              No
Waivers.  No failure on the part of any Party to exercise, no delay in exercising, and no course of dealing with
respect to, any right or remedy hereunder will operate as a waiver thereof; nor will any single or partial exercise of any right
or remedy hereunder preclude any other or further exercise of such right or remedy or the exercise of any other right or remedy.


 


Section 9.               Severability.  To
the fullest extent permitted by applicable law, any provision of this Guarantee that 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 or any provision in any other Operative Document, 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 10.             GOVERNING
LAW.  THIS GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.  THIS
GUARANTEE IS BEING DELIVERED IN NEW YORK, NEW YORK.


 


[Signature Pages Follow]


 






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IN WITNESS WHEREOF,
the undersigned has caused this Guarantee to be duly executed as of the day and year first written above.


 


	 	FEDEX CORPORATION
	 	 
	 	By:	/s/ Herbert C.
    Nappier
	 	 	Name: Herbert C. Nappier
	 	 	Title: Executive Vice President, 

Treasurer, Tax &
    Corporate Development


 


[Signature Page to Guarantee]


 






    


     


    

 


SCHEDULE I


 


TO GUARANTEE


 


PARTIES


 


Wilmington Trust Company, as Pass Through Trustee


 


Wilmington Trust Company, as Subordination Agent


 


Wilmington Trust Company, as Loan Trustee


 






    


     


    

 


SCHEDULE II


 


TO GUARANTEE


 


AIRCRAFT


 


	U.S. Registration Mark	MSN #	Aircraft Type	Engine Model Type
	N126FE	42718	767-300F	CF6-80C2B6F
	N130FE	42720	767-300F	CF6-80C2B6F
	N135FE	42722	767-300F	CF6-80C2B6F
	N138FE	42723	767-300F	CF6-80C2B6F
	N144FE	42726	767-300F	CF6-80C2B6F
	N151FE	43630	767-300F	CF6-80C2B6F
	N153FE	63095	767-300F	CF6-80C2B6F
	N155FE	43631	767-300F	CF6-80C2B6F
	N168FE	63100	767-300F	CF6-80C2B6F
	N172FE	63103	767-300F	CF6-80C2B6F
	N180FE	63111	767-300F	CF6-80C2B6F
	N183FE	63114	767-300F	CF6-80C2B6F
	N184FE	63115	767-300F	CF6-80C2B6F
	N869FD	40675	777F	GE90-110B1
	N897FD	42705	777F	GE90-110B1
	N877FD	40683	777F	GE90-110B1
	N891FD	41440	777F	GE90-110B1
	N876FD	40682	777F	GE90-110B1
	N845FD	66255	777F	GE90-110B1