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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.
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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.
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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
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BANK ONE, NA, having its principal office
in Chicago, Illinois, as Agent
By: /s/ Kenneth J. Kramer
Name: Kenneth J. Kramer
Title: Managing Director
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MORGAN GUARANTY TRUST
COMPANY OF NEW YORK
By: /s/ Dennis Wilczek
Name: Dennis Wilczek
Title: Associate
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THE CHASE MANHATTAN BANK
By: /s/ Matthew H. Massie
Name: Matthew H. Massie
Title: Managing Director
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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
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BANK OF AMERICA, N.A.,
By: /s/ Sharon Burks Horos
Name: Sharon Burks Horos
Title: Vice President
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BANK OF TOKYO-MITSUBISHI
TRUST COMPANY
By: /s/ Jeff Staebler
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Name: Jeff Staebler
Title: Vice President
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CITICORP USA, INC.
By: /s/ Michael Boster
Name: Michael Boster
Title: Vice President
Global Aviation
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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
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THE FUJI BANK, LIMITED
By: /s/ Raymond Ventura
Name: Raymond Ventura
Title: Vice President and Manager
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MELLON BANK, N.A.
By: /s/ Mark F. Johnston
Name: Mark F. Johnston
Title: Vice President
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KEYBANK NATIONAL ASSOCIATION
By: /s/ Mark A. LoSchiavo
Name: Mark A. LoSchiavo
Title: Assistant Vice President
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AMSOUTH BANCORPORATION, successor-by-
merger to FIRST AMERICAN NATIONAL BANK
By: /s/ S. Floyd Harvey III
Name: S. Floyd Harvey III
Title: Vice President
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THE BANK OF NEW YORK
By: /s/ Steven Cavallizzo
Name: Steven Cavallizzo
Title: Vice President
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THE BANK OF NOVA SCOTIA
By: /s/ F.C.H. Ashby
Name: F.C.H. Ashby
Title: Senior Manager Loan Operator
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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
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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
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THE SANWA BANK, LIMITED
By: /s/ P. Bartlett Wu
Name: P. Bartlett Wu
Title: Vice President
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SUNTRUST BANK, NASHVILLE, N.A.
By: /s/ Renee D. Drake
Name: Renee D. Drake
Title: Vice President
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THE SUMITOMO BANK, LIMITED
By: /s/ C. Michael Garrido
Name: C. Michael Garrido
Title: Senior Vice President
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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
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THE NORTHERN TRUST COMPANY
By: /s/ Ashish S. Bhagwat
Name: Ashish S. Bhagwat
Title: Second Vice President
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WACHOVIA BANK, N.A.
By: /s/ Karin E. Reel
Name: Karin E. Reel
Title: Vice President
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FIRST UNION NATIONAL BANK
By: /s/ Andrew Tompkins
Name: Andrew Tompkins
Title: VP
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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
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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
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