Extension Agreement to Credit Agreement among FedEx Corporation, Lenders, and Bank One, NA (October 2, 2000)

Summary

FedEx Corporation, several lenders, and Bank One, NA (as agent) have agreed to extend the termination date of the Tranche B Facility under their existing Credit Agreement to September 30, 2001. The agreement confirms that all other terms of the original Credit Agreement remain in effect, and the extension is effective once all parties have signed and certain documents are provided. FedEx reaffirms its obligations and confirms there are no current defaults. The agreement is governed by Illinois law.

EX-10.1 2 a2027245zex-10_1.txt EX-10.1 Exhibit 10.1 EXTENSION AGREEMENT DATED AS OF OCTOBER 2, 2000 THIS EXTENSION AGREEMENT (the "Agreement") is made as of October 2, 2000 by and among Fed Ex Corporation, a Delaware corporation (the "Borrower"), the Lenders and Bank One, NA, having its principal office in Chicago, Illinois and formerly known as The First National Bank of Chicago, in its capacity as agent ("Agent"). Defined terms used herein and not otherwise defined herein shall have the meanings given to them in that certain Credit Agreement dated as of January 15, 1998, as amended, by and among the Borrower, the Lenders, Banc One Capital Markets, Inc., formerly known as First Chicago Capital Markets, Inc., as Arranger, J.P. Morgan Securities Inc., as Co-Arranger and Syndication Agent, Chase Securities Inc., as Co-Arranger and Documentation Agent, and the Agent (as amended, the "Credit Agreement"). WITNESSETH WHEREAS, the Borrower, the Lenders and the Agent are parties to the Credit Agreement; WHEREAS, the Borrower, the Lenders and the Agent have agreed to extend the Tranche B Facility Termination Date on the terms and conditions set forth herein; NOW, THEREFORE, in consideration of the premises set forth above, the terms and conditions contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Borrower, the Lenders and the Agent agree as follows: 1. EXTENSION OF TRANCHE B FACILITY TERMINATION DATE. Notwithstanding any of the notice requirements of Section 2.19 of the Credit Agreement but otherwise subject to such Section 2.19, each of the Lenders consents to the extension of the Tranche B Facility Termination Date to September 30, 2001, and waives its right under such Section 2.19 to revoke such consent. 2. CONDITIONS OF EFFECTIVENESS. This Agreement shall become effective as of the date set forth above when the Agent shall have received: (i) a counterpart of this Agreement executed by the Borrower, the Agent and each Lender; (ii) a counterpart of the Acknowledgment attached hereto as EXHIBIT A executed by Guarantor; and (iii) such documents evidencing corporate existence, action and authority of the Borrower and the Guarantors as the Agent may reasonably request. 3. REPRESENTATIONS AND WARRANTIES OF THE BORROWER. The Borrower represents and warrants that: (a) This Agreement, and the Credit Agreement as previously executed and amended and as amended hereby, constitute legal, valid and binding obligations of the Borrower and are enforceable against the Borrower in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally and subject also to the availability of equitable remedies if equitable remedies are sought. (b) Upon the effectiveness of this Agreement, the Borrower reaffirms all covenants, representations and warranties made in the Credit Agreement. (c) No Default or Unmatured Default has occurred and is continuing. 4. EFFECT ON CREDIT AGREEMENT. (a) Each reference in the Credit Agreement to "this Agreement," "hereunder," "hereof," "herein" or words of like import shall mean and be a reference to the Credit Agreement as amended hereby. (b) Except as specifically amended above, the Credit Agreement and all other Loan Documents, instruments and agreements executed and/or delivered in connection therewith, shall remain in full force and effect, and are hereby ratified and confirmed. (c) The execution, delivery and effectiveness of this Agreement shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of the Agent or the Lenders, nor constitute a waiver of any provision of the Credit Agreement or any other Loan Documents, instruments and agreements executed and/or delivered in connection therewith. 5. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois. 6. HEADINGS. Section headings in this Agreement are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other purpose. 7. COUNTERPARTS. This Agreement may be executed by one or more of the parties to the Agreement on any number of separate counterparts and all of said counterparts taken together shall be deemed to constitute one and the same instrument. 2 IN WITNESS WHEREOF, the Borrower, the Lenders and the Agent have executed this Agreement as of the date first above written. FEDEX CORPORATION By: /s/ Burnetta B. Williams Name: Burnetta B. Williams Title: Staff Vice President & Asst. Treasurer 3 BANK ONE, NA, having its principal office in Chicago, Illinois, as Agent By: /s/ Kenneth J. Kramer Name: Kenneth J. Kramer Title: Managing Director 4 MORGAN GUARANTY TRUST COMPANY OF NEW YORK By: /s/ Dennis Wilczek Name: Dennis Wilczek Title: Associate 5 THE CHASE MANHATTAN BANK By: /s/ Matthew H. Massie Name: Matthew H. Massie Title: Managing Director 6 KBC BANK N.Z., GRAND CAYMAN BRANCH By: /s/ Robert Snauffer Name: Robert Snauffer Title: First Vice President By: /s/ Patrick A. Janssens Name: Patrick A. Janssens Title: Vice President 7 BANK OF AMERICA, N.A., By: /s/ Sharon Burks Horos Name: Sharon Burks Horos Title: Vice President 8 BANK OF TOKYO-MITSUBISHI TRUST COMPANY By: /s/ Jeff Staebler ------------------------------- Name: Jeff Staebler Title: Vice President 9 CITICORP USA, INC. By: /s/ Michael Boster Name: Michael Boster Title: Vice President Global Aviation 10 COMMERZBANK AKTIENGESELLSCHAFT, NEW YORK AND GRAND CAYMAN BRANCHES By: /s/ Harry Yergey Name: Harry Yergey Title: SVP and Manager By: /s/ Subash Viswanathan Name: Subash Viswanathan Title: Vice President 11 THE FUJI BANK, LIMITED By: /s/ Raymond Ventura Name: Raymond Ventura Title: Vice President and Manager 12 MELLON BANK, N.A. By: /s/ Mark F. Johnston Name: Mark F. Johnston Title: Vice President 13 KEYBANK NATIONAL ASSOCIATION By: /s/ Mark A. LoSchiavo Name: Mark A. LoSchiavo Title: Assistant Vice President 14 AMSOUTH BANCORPORATION, successor-by- merger to FIRST AMERICAN NATIONAL BANK By: /s/ S. Floyd Harvey III Name: S. Floyd Harvey III Title: Vice President 15 THE BANK OF NEW YORK By: /s/ Steven Cavallizzo Name: Steven Cavallizzo Title: Vice President 16 THE BANK OF NOVA SCOTIA By: /s/ F.C.H. Ashby Name: F.C.H. Ashby Title: Senior Manager Loan Operator 17 CREDIT SUISSE FIRST BOSTON By: /s/ Robert Hetu Name: Robert Hetu Title: Vice President By: /s/ James P. Moran Name: James P. Moran Title: Director 18 DEUTSCHE VERKEHRS BANK AG By: /s/ James M. Morton Name: James M. Morton Title: Assistant Vice President By: /s/ Constance Laudenschlager Name: Constance Laudenschlager Title: Senior Vice President 19 THE SANWA BANK, LIMITED By: /s/ P. Bartlett Wu Name: P. Bartlett Wu Title: Vice President 20 SUNTRUST BANK, NASHVILLE, N.A. By: /s/ Renee D. Drake Name: Renee D. Drake Title: Vice President 21 THE SUMITOMO BANK, LIMITED By: /s/ C. Michael Garrido Name: C. Michael Garrido Title: Senior Vice President 22 BANCA COMMERCIALE ITALIANA NEW YORK BRANCH By: /s/ J. Dickerhof Name: J. Dickerhof Title: VP By: /s/ E. Bermant Name: E. Bermant Title: FVP/Deputy Manager 23 THE NORTHERN TRUST COMPANY By: /s/ Ashish S. Bhagwat Name: Ashish S. Bhagwat Title: Second Vice President 24 WACHOVIA BANK, N.A. By: /s/ Karin E. Reel Name: Karin E. Reel Title: Vice President 25 FIRST UNION NATIONAL BANK By: /s/ Andrew Tompkins Name: Andrew Tompkins Title: VP 26 EXHIBIT A TO EXTENSION AGREEMENT DATED AS OF OCTOBER 2, 2000 FOR CREDIT AGREEMENT DATED AS OF JANUARY 15, 1998 ACKNOWLEDGMENT Each of the undersigned hereby (i) acknowledges receipt of a copy of the Extension Agreement dated as of October 2, 2000, relating to the Credit Agreement dated as of January 15, 1998 by and among the Borrower, the Lenders, Banc One Capital Markets, Inc., formerly known as First Chicago Capital Markets, Inc., as Arranger, J.P. Morgan Securities Inc., as Co-Arranger and Syndication Agent, Chase Securities Inc., as Co-Arranger and Documentation Agent, and the Agent, as amended (as amended, the "Credit Agreement"), (ii) reaffirms the terms and conditions of that certain Guaranty dated as of January 27, 1998 (the "Guaranty") and (iii) acknowledges and agrees that the Guaranty (A) remains in full force and effect and (B) is hereby ratified and confirmed. FEDERAL EXPRESS CORPORATION By: /s/ Tracy G. Schmidt Name: Tracy G. Schmidt Title: Sr. Vice President & CFO FEDEX GROUND PACKAGE SYSTEM, INC. By: /s/ Daniel J. Sullivan Name: Daniel J. Sullivan Title: President & CEO 27 VIKING FREIGHT, INC. By: /s/ Douglas G. Duncan Name: Douglas G. Duncan Title: President & CEO FEDEX CUSTOM CRITICAL, INC. By: /s/ R. Bruce Simpson Name: R. Bruce Simpson Title: President Dated as of October 2, 2000 28