364-DAY CREDIT AGREEMENT, dated as of March 22, 2019, among FEDEX CORPORATION, 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 and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Documentation Agents.
The parties hereto agree as follows:
Section 1.01. Defined Terms. As used in this Agreement, the following terms have the meanings specified below:
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.
Affiliate means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.
Agents means, collectively, the Syndication Agent, the Documentation Agents and the Administrative Agent.
Aggregate Exposure means, with respect to any Lender at any time, an amount equal to (a) until the Effective Date, the amount of such Lenders Commitments at such time and (b) thereafter, such Lenders Commitment then in effect or, if the Commitments have been terminated, the amount of such Lenders Loans (and, in the case of Foreign Currency Loans, the Dollar Equivalent of such Lenders Foreign Currency Loans) then outstanding; provided that, in the case of Section 2.16, when a Defaulting Lender shall exist, any such Defaulting Lenders Commitment shall be disregarded in the calculation.
Aggregate Exposure Percentage means, with respect to any Lender at any time, the ratio (expressed as a percentage) of such Lenders Aggregate Exposure at such time to the Aggregate Exposure of all Lenders at such time.
Agreement means this Five-Year Credit Agreement, as amended, supplemented or otherwise modified from time to time.
Alternate Base Rate means, for any day, a rate per annum (rounded, if necessary, to the next 1/16 of 1%) equal to the highest of (a) the Prime Rate in effect on such day, (b) the New York Fed Bank Rate in effect on such day plus 1⁄2 of 1% or (c) the Adjusted LIBO Rate for an Interest Period of one (1) months duration on such day (or if such day is not a Business Day, the immediately preceding Business Day) plus 1%; provided that the Adjusted LIBO Rate for any day shall be based on the LIBO