SECOND AMENDED AND RESTATED FIVE-YEAR CREDIT AGREEMENT, dated as of March 16, 2021 (this Agreement), among FEDEX CORPORATION (the Borrower), the LENDERS party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, BANK OF AMERICA, N.A., as Syndication Agent, and CITIBANK, N.A., THE BANK OF NOVA SCOTIA, WELLS FARGO BANK, NATIONAL ASSOCIATION and TRUIST BANK, as Documentation Agents.
WHEREAS, the Borrower is party to the Amended and Restated Credit Agreement dated as of March 17, 2020 among the Borrower, various financial institutions and JPMorgan Chase Bank, N.A., as administrative agent (the Original Revolving Credit Facility and, as amended by the First Amendment, dated as of May 27, 2020 and as further amended, restated or otherwise modified from time to time prior to the Effective Date (as defined below), the Existing Revolving Credit Facility);
WHEREAS, the Borrower wishes to amend and restate the Existing Revolving Credit Facility to, among other things (i) extend the maturity of the Existing Revolving Credit Facility for an additional one-year period pursuant to Section 2.19 of the Existing Revolving Credit Facility, (ii) establish Commitments hereunder to replace the Existing Commitments in the manner set forth herein in an aggregate principal amount of $2,000,000,000 and (iii) make certain other changes as more fully set forth herein; and
WHEREAS, it is the intent of the parties hereto that this Agreement not constitute a novation of the obligations and liabilities of the parties under the Existing Revolving Credit Facility and this Agreement amend and restate in its entirety the Existing Revolving Credit Facility and re-evidence the obligations and liabilities of the Loan Parties outstanding under the Existing Revolving Credit Facility on the Effective Date (as defined below) (the Existing Obligations) as contemplated hereby.
NOW, THEREFORE, the parties hereto agree to amend and restate the Existing Revolving Credit Facility as of the Effective Date (as defined below), and the Existing Revolving Credit Facility is hereby amended and restated in its entirety as follows:
SECTION 1.01. Defined Terms. As used in this Agreement, the following terms have the meanings specified below:
364-Day Credit Agreement means the 364-Day Credit Agreement, dated as of March 16, 2021, among the Borrower, the lenders from time to time parties thereto and JPMorgan Chase Bank, N.A., as administrative agent
ABR, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Alternate Base Rate.
Adjusted LIBO Rate means, with respect to any Eurodollar Borrowing for any Interest Period, an interest rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to (a) the LIBO Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate.
Administrative Agent means JPMorgan Chase Bank, N.A., together with its Affiliates, as the administrative agent for the Lenders hereunder, together with any of its successors.