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EXHIBIT 10.4
FIRST AMENDMENT TO FIVE-YEAR CREDIT AGREEMENT
FIRST AMENDMENT, dated as of September 27, 2002 (this "AMENDMENT"), to the
FIVE-YEAR CREDIT AGREEMENT dated as of September 28, 2001 ("CREDIT AGREEMENT"),
among FEDEX CORPORATION, the LENDERS party thereto, JPMORGAN CHASE BANK, as
Administrative Agent, CITICORP USA, INC. and BANK OF AMERICA, N.A., as
Co-Syndication Agents, and BANK ONE, NA, COMMERZBANK A.G., BANK OF
TOKYO-MITSUBISHI TRUST COMPANY and THE ROYAL BANK OF SCOTLAND PLC, as
Co-Documentation Agents.
W I T N E S S E T H:
WHEREAS, pursuant to the Credit Agreement, the Borrower has requested that
the Lenders agree, and the Lenders have agreed, to extend credit to the Borrower
subject to the terms and conditions contained therein;
WHEREAS, the Borrower has requested that the Lenders amend the Credit
Agreement in certain ways; and
WHEREAS, the Lenders and the Borrower desire to amend the Credit Agreement
in the manner specified herein.
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. DEFINED TERMS. Terms defined in the Credit Agreement and used
herein shall have the meanings given to them in the Credit Agreement.
2. AMENDMENTS TO SECTION 1.01 OF THE CREDIT AGREEMENT (DEFINED
TERMS).
(a) Section 1.01 is hereby amended by adding the following new
definitions in the appropriate alphabetical order:
"INSUFFICIENCY" means, with respect to any Plan, the amount, if any,
by which the present value of the benefits under such Plan exceeds the fair
market value of the assets of such Plan allocable to such benefits, as
determined using such reasonable actuarial assumptions and methods as are
specified in the accountant's report attached to the most recent annual
report (Form 5500 Series) filed with respect to such Plan.
"TERMINATION EVENT" means (i) a Reportable Event, (ii) the
distribution of a notice of intent to terminate a Plan pursuant to Section
4041(c)(1) of ERISA or the treatment of a Plan amendment as a termination
under Section 4041(e) of ERISA, (iii) the institution of proceedings to
terminate a Plan by the PBGC under Section 4042 of ERISA, or (iv) any other
event or condition that, as reasonably determined by the Borrower in good
faith, is reasonably likely to constitute grounds under Section 4042 of
ERISA for the termination of, or the appointment of a trustee to
administer, any Plan.
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(b) Section 1.01 is hereby amended by deleting the definition of
"Unfunded Liabilities".
3. AMENDMENT TO SECTION 7 OF THE CREDIT AGREEMENT (EVENTS OF
DEFAULT). Section 7(n) is hereby amended by replacing it in its entirety with
the following:
(n) any Termination Event with respect to a Plan shall have
occurred or the sum of the Insufficiency of all Single Employer Plans
is equal to or greater than $80,000,000; or
4. CONDITIONS TO EFFECTIVENESS. This Amendment shall become
effective on the date (the "AMENDMENT EFFECTIVE DATE") on which the Borrower and
the Required Lenders shall have executed and delivered this Amendment to the
Administrative Agent. The Administrative Agent shall notify the Borrower and the
Lenders of the Amendment Effective Date, and such notice shall be conclusive and
binding.
5. REPRESENTATION AND WARRANTIES. To induce the Lenders to enter
into this Amendment, the Borrower hereby represents and warrants to the Lenders
that:
(a) REAFFIRMATION. As of the Amendment Effective Date and after
giving effect to this Amendment, the representations and warranties set
forth in Article V of the Credit Agreement are true and correct in all
material respects; and
(b) NO DEFAULT. As of the Amendment Effective Date and after
giving effect to this Amendment, no Default or Event of Default shall have
occurred and be continuing.
6. PAYMENT OF EXPENSES. The Borrower agrees to pay or reimburse the
Administrative Agent for all its reasonable out-of-pocket costs and expenses
incurred in connection with the development, preparation and execution of, and
any amendment, supplement or modification to, this Amendment and any other
documents prepared in connection herewith or therewith, and the consummation and
administration of the transactions contemplated hereby and thereby, including
the reasonable fees and disbursements of counsel to the Administrative Agent as
separately agreed by the Administrative Agent and the Borrower.
7. COUNTERPARTS. This Amendment may be executed by one or more of
the parties to this Amendment on any number of separate counterparts, and all of
said counterparts taken together shall be deemed to constitute one and the same
instrument. A set of the copies of this Amendment signed by all the parties
shall be lodged with the Borrower and the Administrative Agent.
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8. SEVERABILITY; HEADINGS. Any provision of this Amendment which 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, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction. The section and
subsection headings used in this Amendment are for convenience of reference only
and are not to affect the construction hereof or to be taken into consideration
in the interpretation hereof.
9. CONTINUING EFFECT OF OTHER DOCUMENTS. This Amendment shall not
constitute an amendment or waiver of any other provision of the Credit Agreement
not expressly referred to herein and shall not be construed as a waiver or
consent to any further or future action on the part of the Borrower that would
require a waiver or consent of the Lenders or the Administrative Agent. Except
as expressly amended, modified and supplemented hereby, the provisions of the
Credit Agreement are and shall remain in full force and effect.
10. GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF
THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed and delivered by their proper and duly authorized officers as
of the day and year first above written.
FEDEX CORPORATION, as Borrower
By: /s/ Burnetta B. Williams
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Title: Staff Vice-President and
Assistant Treasurer
JPMORGAN CHASE BANK,
as Administrative Agent and as a Lender
By: /s/ Matthew H. Massie
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Title: Managing Director
BANK OF AMERICA, N.A., as a Co-Syndication
Agent and as a Lender
By: /s/ Sharon Burks Horos
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Title: Vice President
BANK ONE, NA., as a Co-Documentation Agent
and as a Lender
By: /s/ Christopher C. Cavaiani
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Title: Director
CITICORP USA, INC., as a Co-Syndication
Agent and as a Lender
By: /s/ Gaylord C. Holmes
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Title: Vice President
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COMMERZBANK A.G., New York Branch, as a
Co-Documentation Agent and as a Lender
By: /s/ Subash R. Viswanathan
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Title: Senior Vice President
By: /s/ Brian Campbell
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Title: Senior Vice President
THE ROYAL BANK OF SCOTLAND PLC,
as a Co-Documentation Agent and as a Lender
By: /s/ David Apps
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Title: Senior Vice President
BANK OF TOKYO-MITSUBISHI TRUST COMPANY, as
a Co-Documentation Agent and as a Lender
By: /s/ Eduardo P. Abello
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Title: Assistant Vice President
THE BANK OF NOVA SCOTIA,
as a Lender
By: /s/ N. Bell
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Title: Senior Manager
KBC BANK, N.V.,
as a Lender
By: /s/ Robert Snauffer
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Title: First Vice President
By: /s/ Eric Raskin
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Title: Vice President
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KREDITANSTALT FUR WIEDERAUFBAU,
as a Lender
By: /s/ M. Nosbusch
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Title: Vice President
By: /s/ Wolf Muth
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Title: Vice President
MELLON BANK, N.A., as a Lender
By: /s/ Mark F. Johnston
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Title: Vice President
SUMITOMO MITSUI BANKING CORPORATION,
as a Lender
By: /s/ Bob Granfelt
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Title: Vice President and Manager
REGIONS BANK, as a Lender
By: /s/ David L. Waller
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Title: Vice President Corporate Banking
MIZUHO CORPORATE BANK, LIMITED,
as a Lender
By: /s/ James W. Masters
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Title: Senior Vice President
KEYBANK NATIONAL ASSOCIATION,
as a Lender
By: /s/ Mary K. Young
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Title: Vice President
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MERRILL LYNCH BANK USA,
as a Lender
By: /s/ D. Kevin Imlay
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Title: Senior Credit Officer
UNION PLANTERS BANK, N.A.,
as a Lender
By: /s/ B. Gordin McMurtry
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Title: Senior Vice President
AMSOUTH BANCORPORATION,
as a Lender
By: /s/ S. Floyd Harvey, III
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Title: Senior Vice President
THE BANK OF NEW YORK,
as a Lender
By: /s/ Steven P. Cavaluzzo
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Title: Vice President
CREDIT SUISSE FIRST BOSTON,
as a Lender
By: /s/ Joel Glodowski
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Title: Managing Director
By: /s/ Guy M. Baron
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Title: Associate
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FIRST TENNESSEE BANK NATIONAL
ASSOCIATION, as a Lender
By: /s/ James H. Moore, Jr.
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Title: Senior Vice President
WACHOVIA BANK, N.A.,
as a Lender
By: /s/ Andrew Payne
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Title: Director
INTESABCI, NEW YORK BRANCH,
as a Lender
By: /s/ Frank Maffei
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Title: Vice President
By: /s/ J. Dickerhof
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Title: Vice President
THE NORTHERN TRUST COMPANY,
as a Lender
By: /s/ Tracy J. Toulouse
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Title: Vice President
SUNTRUST BANK, INC.,
as a Lender
By: /s/ Bryan W. Ford
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Title: Director