EX-10.2 3 fdx-exx102fy2026q2.htm EX-10.2
Exhibit 10.2
Execution V ersion
FIRST AMENDMENT
FIRST AMENDMENT (this “Amendment”), dated as of October 31, 2025, among FEDEX CORPOR A TION, a Delaware corporation (the “Borrower”), the other Loan Parties party hereto, the lenders party hereto (the “Lenders”), the issuing banks party hereto (the “Issuing Banks”), and JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacit y, the “Administrative Agent”).
W I T N E S S E T H :
WHEREAS, reference is hereby made to that certain Five-Y ear Credit Agreement, dated as of March 15, 2024 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Existing Credit Agreement”), by and among the Borrowe r, the lenders and issuing banks party thereto and the Administrative Agent;
WHEREAS, the Borrowe r, the Lenders (as defined in the Existing Credit Agreement) and the Administrative Agent originally enter e d into the Existing Credit Agreement, pursuant to which the Lenders and the Issuing Banks (collectivel y, the “Lender Parties”) agreed to make certain loans and other extensions of credit to the Borrower;
WHEREAS, the Borrower and the Lender Parties wish to make certain amendments to the Existing Credit Agreement to (i) extend the maturity of the Revolving Credit Facility under the Existing Credit Agreement for an additional one-yea r, (ii) permit the Freight Separation (as defined in the Amended Credit Agreement referred to below) and (iii) make certain other amendments as described herein;
WHEREAS, in furtherance thereof, each party hereto hereby consents to the modifications to the Existing Credit Agreement as set forth in
Section 2 below (the Existing Credit Agreement, as hereby modified by this Amendment, the “Amended Credit Agreement”).
NO W, THEREFORE, the parties hereto hereby agree as follows:
SECTION 1. Defined T erms. Unless otherwise defined herein, terms defined in the Amended Credit Agreement and used herein shall have the meanings given to them in the Amended Credit Agreement.
SECTION 2. Amendments. The Borrowe r, the Lender Parties and the Administrative Agent agree, that e f fective as of the First Amendment
E f fective Date (as defined below):
(a) The Existing Credit Agreement is hereby amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the single-underlined text (indicated textually in the same manner as the following example: single-underlined text) as set forth in the marked pages of the Existing Credit Agreement attached as Exhibit A hereto.
(b) Schedule 10.14 to the Existing Credit Agreement shall be amended and restated in its entirety as set forth in Exhibit B attached hereto.

SECTION 3. Conditions to E f fectiveness. This Amendment shall become e f fective on and as of the date (the “First Amendment E f fective
Date”) upon which the following conditions shall have been satisfied (or waived in accordance with Section 10.01 of the Existi n g Credit Agreement):
(a) The Administrative Agent (or its counsel) shall have received this Amendment, executed and delivered by a duly authorized o f ficer of the Borrowe r, each other Loan Part y, each Lende r, each Issuing Bank and the Administrative Agent;
(b) No Default or Event of Default shall have occurred and be continuing on the First Amendment E f fective Date or shall result from the e f fectiveness of this Amendment;
(c) Immediately before and after giving e f fect to this Amendment, the representations and warranties of the Borrower set forth in Article IV of the Existing Credit Agreement shall be true and correct in all material respects on and as of the First Amendment E f fect i ve Date as though made on and as of such date (except to the extent that any such representation or warranty expressly relates to a specified earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date); provided, that such ma t eriality qualifier shall not be applicable to any representation or warranty that already is qualified or modified by materiality in the text thereof;
(d) The Administrative Agent shall have received a certificate, dated as of the First Amendment E f fective Date and signed by a
Responsible O f ficer of the Borrower certifying as to the accuracy of Sections 3(b) and (c) of this Amendment;
(e) The Lender Parties shall have received a customary written opinion from in-house counsel to the Borrowe r, in form and subs t ance reasonably satisfactory to the Administrative Agent and its counsel;
(f) The Administrative Agent (or its counsel) shall have received customary documents and certificates relating to the o r ganiz a tion, existence and good standing of the Borrower and the Guarantors and the authorization of the Amendment, all in form and substan c e reasonably satisfactory to the Administrative Agent and its counsel; and
(g) The Borrower shall have paid all fees and all reasonable and documented expenses required to be paid on or before the First Amendment E f fective Date (including all fees, cha r ges and disbursements of counsel to the Administrative Agent) to the extent i nvoiced at least three (3) Business Days (or such shorter period as Borrower may agree) prior to the First Amendment E f fective Date.
SECTION 4. Representations and W arranties. On and as of the First Amendment E f fective Date, after giving e f fect to this Amendment, each Loan Party hereby represents and warrants to the Administrative Agent and each Lender Party that this Amendment has been d uly authorized by all necessary corporate or other o r ganizational action. This Amendment has been duly executed and delivered by each Loan Party par t y hereto and constitutes a legal, valid and binding obligation of each Loan Party party hereto, enforceable against such Person in accordan c e with its terms, subject to applicable bankruptc y, insolvenc y, reo r ganization, moratorium or other laws a f fecting creditors’ rights generally and subject t o general principles of equit y, regardless of whether considered in a proceeding in equity or at la w.
SECTION 5. No Other Amendment or W aivers; Confirmation. This Amendment shall not constitute a novation of any Obligations. Except as expressly provided herein, all of the terms and provisions of the Existing Credit Agreement and the other Loan Documents are and shall remain in full force and e f fect. The amendments contained herein shall not be construed as an amendment or waiver of any other provision of a n y of the Loan Documents or for any purpose except as expressly set forth herein or a consent to any further or future action on the part of a ny Loan Party that would require the waiver or consent of the Administrative Agent or the Lender Parties.

SECTION 6. GOVERNING L A W; W AIVER OF JU R Y TRIAL.
(a) THIS AMENDMENT SHALL BE GOVERNED B Y, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE L A W OF THE S T A TE OF NEW YORK. EACH P A R TY HERE T O HEREBY AGREES AS SET FO R TH IN SECTIONS 10.1 1 AND 10.12 OF THE AMENDED CREDIT AGREEMENT AS IF SUCH SECTIONS WERE SET FO R TH IN FULL HEREIN.
(b) THE LOAN P A R TIES P A R TY HERE T O, THE LENDER P A R TIES P A R TY HERE T O AND THE ADMINISTR A TIVE AGENT HEREBY IRRE V OCAB L Y AND UNCONDITIONAL L Y W AIVE TRIAL BY JU R Y IN ANY LEGAL ACTION OR PROCEEDING REL A TING T O THIS AMENDMENT AND FOR ANY COUNTERCLAIM THEREIN.
SECTION 7. Miscellaneous.
(a) This Amendment may be executed in counterparts in accordance with Section 10.08 of the Existing Credit Agreement (and by d i f ferent parties hereto in di f ferent counterparts), each of which shall constitute an original, but all of which when taken together sh a ll constitute a single contract. Delivery of an executed counterpart of a signature page of this Amendment by telecopy or other electronic imaging means shall b e e f fective as delivery of a manually executed counterpart of this Amendment. The words “execution,” “signed,” “signature,” “deliver y,” and words of l i ke import in or
relating to this Amendment and/or any document to be signed in connection with this Amendment and the transactions contemplated hereby shall be deemed to include Electronic Signatures, deliveries or the keeping of records in electronic form, each of which shall be of the same legal e f fect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a pape r-based recordkeeping system, as the case may be.
(b) The provisions of this Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereb y.
(c) This Amendment shall be a Loan Document for all purposes of the Amended Credit Agreement and the other Loan Documents. From and after the First Amendment E f fective Date, each reference in the Existing Credit Agreement to “hereunde r,” “hereof,” “this Agreement” or words of like import and each reference in the other Loan Documents to “Credit Agreement,” “thereunde r,” “thereof” or words of like imp o rt shall, unless the context otherwise requires, mean and be a reference to the Amended Credit Agreement.
(d) This Amendment, the Amended Credit Agreement and the other Loan Documents constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relat i ng to the subject matter hereof.
Agreement.
(e) This Amendment may not be amended, modified or waived except in accordance with Section 10.01 of the Amended Credit
SECTION 8. Severabilit y. Any provision of this Amendment that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ine f fective to the extent of such prohibition or unenforceability without invalidating the remaining provisio n s hereof, and the invalidity or unenforceability of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
SECTION 9. Headings. Section headings used herein are for convenience of reference onl y, are not part of this Amendment and shall not a f fect the construction of, or be taken into consideration in interpreting, this Amendment.

SECTION 10. Loan Party Acknowledgments.
(a) Each Loan Party hereby (i) expressly acknowledges the terms of this Amendment and (ii) ratifies and a f firms its obligations under the Loan Documents (including guarantees) to which it is a party and agrees such Loan Documents remain in full force and e f fect and (iii) further confirms that each Loan Document to which it is a party is and shall continue to be in full force and e f fect and the same are hereby ratified and confirmed in all respects.
(b) Each Loan Party hereby rea f firms, as of the First Amendment E f fective Date, (i) the covenants and agreements contained in e ach Loan Document to which it is a part y, including, in each case, such covenants and agreements as in e f fect immediately after giving e f fect to this Amendment and the transactions contemplated thereb y, and (ii) its guarantee of payment of the Obligations pursuant to the Guarantee Agre e ment.
[Signature pages follow]

IN WITNESS WHEREO F, the parties hereto have caused this Amendment to be duly executed and delivered by their proper and duly authorized o f ficers as of the day and year first above written.
BORROWER:
FEDEX CORPOR A TION
By: /s/ Benjamin J. Huwer
Name: Benjamin J. Huwer
T itle: Sta f f V ice President and Assistant T reasure r, Corporate Development and T reasury
[Signature Page to First Amendment]

GUARAN T ORS:
FEDERAL EXPRESS CORPOR A TION
By: /s/ Benjamin J. Huwer Name: Benjamin J. Huwer T itle: Assistant T reasurer
FEDERAL EXPRESS EUROPE, INC.
By: /s/ Jamie M. Pourciaux Name: Jamie M. Pourciaux T itle: Assistant T reasurer
FEDERAL EXPRESS HOLDINGS S.A., LLC
By: /s/ Jamie M. Pourciaux Name: Jamie M. Pourciaux T itle: Assistant T reasurer
FEDERAL EXPRESS INTERN A TIONAL, INC.
By: /s/ Jamie M. Pourciaux Name: Jamie M. Pourciaux T itle: Assistant T reasurer
FEDEX FREIGH T, INC.
By: /s/ Benjamin J. Huwer Name: Benjamin J. Huwer T itle: Assistant T reasurer
[Signature Page to First Amendment]

FEDEX OFFICE AND PRINT SE R VICES, INC.
By: /s/ Benjamin J. Huwer Name: Benjamin J. Huwer T itle: Assistant T reasurer
[Signature Page to First Amendment]

JPMORGAN CHASE BANK, N.A., as Administrative
Agent, a Lender and an Issuing Bank
By: /s/ Jackie Castillo Name: Jackie Castillo T itle: V ice President
[Signature Page to First Amendment]

BANK OF AMERICA, N.A., as a Lender and an Issuing
Bank
By: /s/ Jason Y akabu Name: Jason Y akabu T itle: Director
[Signature Page to Amendment]

CITIBANK, N.A., as a Lender and an Issuing Bank
By: /s/ Maureen Maroney Name: Maureen Maroney T itle: V ice President
[Signature Page to Amendment]

The Bank of Nova Scotia, as a Lender and an Issuing Bank
By: /s/ Kevin McCarthy Name: Kevin McCarthy T itle: Director
[Signature Page to Amendment]

TRUIST BANK, as a Lender and an Issuing Bank
By: /s/ Chris Hursey Name: Chris Hursey T itle: Director
[Signature Page to Amendment]

W ells Fargo Bank, National Association, as a Lender and an Issuing Bank
By: /s/ Bryan Girouard Name: Bryan Girouard T itle: V ice President
[Signature Page to Amendment]

BNP Paribas, as a Lender
By: /s/ James Goodall Name: James Goodall T itle: Managing Director
By: /s/ Louis Moran Name: Louis Moran T itle: Director
[Signature Page to Amendment]

GOLDMAN SACHS BANK USA, as a Lender
By: /s/ Jonathan Dworkin Name: Jonathan Dworkin T itle: Authorized Signatory
[Signature Page to Amendment]

HSBC Bank USA, National Association, as a Lender
By: /s/ Matthew McLaurin Name: Matthew McLaurin T itle: Director
[Signature Page to Amendment]

ING BANK N.V., Dublin Branch , as a Lender
By: /s/ Robert O’Donoghue Name: Robert O’Donoghue T itle: Managing Director
By: /s/ Louise Gough Name: Louise Gough T itle: Director
[Signature Page to Amendment]

MIZUHO BANK, L TD., as a Lender
By: /s/ Donna DeMagistris Name: Donna DeMagistris T itle: Managing Director
[Signature Page to Amendment]

MORGAN S T ANLEY BANK, N.A., as a Lender
By: /s/ Michael King
Name: Michael King
T itle: Authorized Signatory
[Signature Page to Amendment]

PNC BANK, N A TIONAL ASSOCI A TION, as a Lender
By: /s/ Madison T aylor
Name: Madison T aylor
T itle: Assistant V ice President
[Signature Page to Amendment]

DEUTSCHE BANK AG NEW YORK BRANCH, as a Lender
By: /s/ Marko Lukin Name: Marko Lukin T itle: V ice President
By: /s/ Allison Lugo Name: Allison Lugo T itle: V ice President
[Signature Page to Amendment]

Regions Bank, as a Lender
By: /s/ Christopher J. Brearey
Name: Christopher J. Breary
T itle: Managing Director – Diversified Credit Products
[Signature Page to Amendment]

Sumitomo Mitsui Banking Corporation, as a Lender
By: /s/ Jun Ashley Name: Jun Ashley T itle: Director
[Signature Page to Amendment]

U.S. BANK N A TIONAL ASSOCI A TION, as a Lender
By: /s/ Nora Golden Name: Nora Golden T itle: V ice President
[Signature Page to Amendment]

KBC Bank N.V., as a Lender
By: /s/ W esley Eggermont Name: W esley Eggermont T itle: Director
By: /s/ W ei-Chun W ang Name: W ei-Chung W ang T itle: Managing Director
[Signature Page to Amendment]

Standard Charte r ed Bank, as a Lender
By: /s/ Ben W ynne-Davies Name: Ben W ynne-Davies T itle: Managing Director
[Signature Page to Amendment]

State St r eet Bank and T rust Company, as a Lender
By: /s/ T erry Whelan Name: T erry Whelan T itle: V ice President
[Signature Page to Amendment]

First Horizon Bank, as a Lender
By: /s/ Patrick W redling Name: Patrick W redling T itle: Senior V ice President
[Signature Page to Amendment]

The T o r onto-Dominion Bank, New Y ork Branch, as a
Lender
By: /s/ David Perlman
Name: David Perlman
T itle: Authorized Signatory
[Signature Page to Amendment]

Exhibit A
Amended C r edit Ag r eement
[Attached]

EXECUTION VERSION Conformed Copy through the First Amendment

$1,750,000,000
FIVE-YEAR CREDIT AGREEMENT Dated as of
March 15, 2024
Among
FEDEX CORPOR A TION, as Borrowe r,
BANK OF AMERICA, N.A., as Syndication Agent,
CITIBANK, N.A.,
THE BANK OF NO V A SCOTIA,
WELLS F ARGO BANK, N A TIONAL ASSOCI A TION
and
TRUIST BANK,
as Documentation Agents,
The Several Lenders Party Hereto, And
JPMORGAN CHASE BANK, N.A., as Administrative Agent
JPMORGAN CHASE BANK, N.A., BO F A SECURITIES, INC., CITIBANK, N.A., THE BANK OF NO V A SCOTIA, WELLS F ARGO SECURITIES, LLC and TRUIST SECURITIES, INC.,
as Joint Lead Arrangers and Joint Bookrunners

T ABLE OF CONTENTS
Page
A R TICLE I DEFINITIONS 1

SECTION 1.01. | Defined T erms | 1
SECTION 1.02. | Classification of Loans and Borrowings | 28 30
SECTION 1.03. | T erms Generally | 28 30
SECTION 1.04. | Accounting T erms; GAAP | 28 30
SECTION 1.05. | Currency Conversion and Fluctuations | 28 30
SECTION 1.06. | Interest Rates; Benchmark Notification | 29 31
SECTION 1.07. | T ermination of the Existing Five-Y ear Credit Agreement | 29 32
SECTION 1.08. | Letter of Credit Amounts | 30 32

A R TICLE II THE CREDITS 30 32

SECTION 2.01. | Commitments | 30 32
SECTION 2.02. | Loans and Borrowings | 30 32
SECTION 2.03. | Requests for Borrowings | 31 33
SECTION 2.04. | Funding of Borrowings | 32 34
SECTION 2.05. | Interest Elections | 32 34
SECTION 2.06. | T ermination and Reduction of Commitments | 34 36
SECTION 2.07. | Repayment of Loans; Evidence of Debt | 34 36
SECTION 2.08. | Prepayment of Loans | 35 37
SECTION 2.09. | Fees | 35 38
SECTION 2.10. | Interest | 36 38
SECTION 2.1 1. | Alternate Rate of Interest | 36 39
SECTION 2.12. | Increased Costs; Illegality | 39 42
SECTION 2.13. | Break Funding Payments | 41 44
SECTION 2.14. | T axes | 42 44
SECTION 2.15. | Payments Generally; Pro Rata T reatment; Sharing of Set-o f fs | 45 48
SECTION 2.16. | Defaulting Lenders | 47 49
SECTION 2.17. | Mitigation Obligations; Replacement of Lenders | 48 50
SECTION 2.18. | Commitment Increases | 49 51
SECTION 2.19. | Extension of Maturity Date | 50 52

A R TICLE III LETTERS OF CREDIT 51 53

SECTION 3.01. | L/C Commitment |  | 51 53
SECTION 3.02. | Procedure for Issuance of Letter of Credit |  | 52 54
SECTION 3.03. | Fees and Other Cha r ges |  | 52 54
SECTION 3.04. | L/C Participations |  | 52 54
SECTION 3.05. | Reimbursement Obligation of the Borrower |  | 53 55
SECTION 3.06. | Obligations Absolute |  | 53 56
SECTION 3.07. | Letter of Credit Payments |  | 54 56
SECTION 3.08. | Applications |  | 54 56
SECTION 3.09. | Cash Collateralization |  | 54 57
SECTION 3.10. | Currency Adjustments |  | 54 57
SECTION 3.1 1. | Existing Letters of Credit |  | 55 57
SECTION 3.12. | Replacement and Resignation of an Issuing Bank |  | 55 57
|  | i |

A R TICLE IV REPRESEN T A TIONS AND W ARRANTIES 55 58

SECTION 4.01. | O r ganization; Powers | 55 58
SECTION 4.02. | Authorization; Enforceability | 56 58
SECTION 4.03. | Governmental Approvals; No Conflicts | 56 58
SECTION 4.04. | Financial Statements | 56 58
SECTION 4.05. | T axes | 56 58
SECTION 4.06. | Litigation and Environmental Matters | 56 59
SECTION 4.07. | Subsidiaries | 57 59
SECTION 4.08. | ERISA | 57 59
SECTION 4.09. | Compliance with Laws and Agreements | 57 59
SECTION 4.10. | Properties; Liens | 57 59
SECTION 4.1 1. | Investment Company Status | 57 60
SECTION 4.12. | Anti-Corruption Laws and Sanctions | 57 60
SECTION 4.13. | Patriot Act Compliance | 58 60
SECTION 4.14. | A f fected Financial Institutions | 58 60

A R TICLE V CONDITIONS 58 60
SECTION 5.01. E f fective Date 58 60
SECTION 5.02. Each Credit Event 59 61
A R TICLE VI AFFIRM A TIVE COVENANTS 59 62

SECTION 6.01. | Financial Statements and Other Information | 59 62
SECTION 6.02. | Use of Proceeds | 60 63
SECTION 6.03. | Notice of Material Events | 61 63
SECTION 6.04. | Existence; Conduct of Business | 61 63
SECTION 6.05. | Payment of T axes | 61 63
SECTION 6.06. | Compliance with Laws | 61 63
SECTION 6.07. | Maintenance of Properties; Insurance | 61 64
SECTION 6.08. | Books and Records; Inspection Rights | 61 64
SECTION 6.09. | Leverage | 62 64

A R TICLE VII NEG A TIVE COVENANTS 62 64

SECTION 7.01. | Liens | 62 64
SECTION 7.02. | Me r ger and Consolidation | 64 66
SECTION 7.03. | [Reserved] | 65 68
SECTION 7.04. | [Reserved] | 65 68
SECTION 7.05. | Use of Proceeds | 65 68
SECTION 7.06. | Freight Separation | 68

A R TICLE VIII EVENTS OF DE F AU L T 65 68
A R TICLE IX THE AGENTS 68 71

SECTION 9.01. | Appointment |  | 68 71
SECTION 9.02. | Delegation of Duties |  | 68 71
SECTION 9.03. | Exculpatory Provisions |  | 68 71
SECTION 9.04. | Reliance by Administrative Agent |  | 68 72
SECTION 9.05. | Notice of Default |  | 69 72
SECTION 9.06. | Acknowledgements of Lenders and Issuing Banks |  | 69 72
SECTION 9.07. | Indemnification |  | 71 74
SECTION 9.08. | Agent in Its Individual Capacity |  | 71 74
SECTION 9.09. | Successor Administrative Agent |  | 71 75
SECTION 9.10. | Documentation Agents and Syndication Agent |  | 72 75
SECTION 9.1 1. | Certain ERISA Matters |  | 72 75
SECTION 9.12. | Borrower Communications |  | 73 76
SECTION 9.13. | Posting of Communications |  | 74 77
|  | ii |

A R TICLE X MISCELLANEOUS 75 79

SECTION 10.01. | Amendments and W aivers | 75 79
SECTION 10.02. | Notices | 77 80
SECTION 10.03. | No W aiver; Cumulative Remedies | 77 81
SECTION 10.04. | Survival of Representations and W arranties | 78 81
SECTION 10.05. | Payment of Expenses and T axes; Indemnity; Limitation of Liability; Etc. | 78 81
SECTION 10.06. | Successors and Assigns; Participations and Assignments | 79 82
SECTION 10.07. | Adjustments; Set-o f f | 82 85
SECTION 10.08. | Counterparts | 82 86
SECTION 10.09. | Severability | 83 86
SECTION 10.10. | Integration | 83 86
SECTION 10.1 1. | Governing Law | 83 86
SECTION 10.12. | Submission T o Jurisdiction; W aivers | 83 86
SECTION 10.13. | Acknowledgements | 84 87
SECTION 10.14. | Guarantors | 84 87
SECTION 10.15. | Confidentiality | 85 88
SECTION 10.16. | W AIVERS OF JU R Y TRIAL | 85 89
SECTION 10.17. | Interest Rate Limitation | 85 89
SECTION 10.18. | Headings | 86 89
SECTION 10.19. | USA Patriot Act; Beneficial Ownership Regulation | 86 89
SECTION 10.20. | Judgment Currency | 86 89
SECTION 10.21. | Acknowledgement and Consent to Bail-In of A f fected Financial Institutions | 87 90

iii

SCHEDULES:
Schedule 2.01 – Lenders and Commitments Schedule 3.01 – Existing Letters of Credit Schedule 4.06 – Disclosed Matters
Schedule 4.07 – Significant Subsidiaries
Schedule 10.14 – Initial Subsidiary Guarantors
EXHIBITS:
Exhibit A – Form of Borrowing Request Exhibit B – Form of Interest Election Request Exhibit C – Form of Guarantee Agreement
Exhibit D – Form of Opinion of Borrowe r’s Counsel Exhibit E – Form of Assignment and Acceptance Exhibit s F-1 to F-4 – Form s of Exemption Certificate
Exhibit G-1 – Form of Increased Facility Activation Notice Exhibit G-2 – Form of Increasing Lender Supplement Exhibit G-3 – Form of New Lender Supplement
Exhibit H – Form of Compliance Certificate
iv

FIVE-YEAR CREDIT AGREEMEN T, dated as of March 15, 2024 (this “Agreement”), among FEDEX CORPOR A TION (the “Borrower”), the several banks and other financial institutions from time to time party hereto (the “Lenders”) and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
The parties hereto agree as follows:
A R TICLE I DEFINITIONS
SECTION 1.01. Defined T erms. 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. All ABR Loans shall be denominated in Dollars.
“Acquisition” means any transaction or series of related transactions (excluding any transaction or series of related transacti o ns solely among the Borrower and/or one or more of its Subsidiaries) for the purpose of or resulting, directly or indirectl y, in (a) the acquisition of all or substantially all of the assets of a Person, or of all or substantially all of any business or division of a Person, (b) the a c quisition of in excess of 50% of the capital stock, partnership interests, membership interests or equity of any Person, or otherwise causing any Person to bec o me a Subsidiar y, or (c) a me r ger or consolidation or any other combination with another Person; provided that the Borrower or a Subsidiary is the surviv i ng entit y.
“Ad ditional Lender” has the meaning assigned to such term in Section 2.1 9(d).
“Adjusted Daily Simple RFR” means, (i) with respect to any RFR Borrowing denominated in Pounds Sterling, an interest rate per annum equal to (a) the Daily Simple RFR for Pounds Sterling, plus (b) 0.0326 % and (ii) with respect to any RFR Borrowing denominated in Dollars, an interest rate per annum equal to Adjusted Daily Simple SOFR; provided that if the Adjusted Daily Simple RFR as so determined would be less than the Floo r, such rate shall be deemed to be equal to the Floor for the purposes of this Agreemen t.
“Adjusted Daily Simple SOFR” means, with respect to any Daily Simple SOFR Borrowing, an interest rate per annum equal to (a) the
Daily Simple SOFR, plus (b) 0.10%.
“Adjusted EURIBOR Rate” means, with respect to any T erm Benchmark Borrowing denominated in Euros for any Interest Period, an interest rate per annum equal to (a) the EURIBOR Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate; p r ovided that if the Adjusted EURIBOR Rate as so determined would be less than the Floo r, such rate shall be deemed to be equal to the Floor for the purposes of this Agreement.
“Adjusted T erm SOFR Rate” means, with respect to any T erm Benchmark Borrowing denominated in Dollars for any Interest Period, an interest rate per annum equal to (a) the T erm SOFR Rate for such Interest Period, plus (b) 0.10%; provided that if the Adjusted T erm SOFR Rate as so determined would be less than the Floo r, such rate shall be deemed to be equal to the Floor for the purposes of this Agreemen t.

“Administrative Agent” means JPMo r gan Chase Bank, N.A., together with its A f filiates, as the administrative agent for the Lende r s hereunde r, together with any of its successors.
“A f fected Financial Institution” means (a) any EEA Financial Institution or (b) any UK Financial Institution.
“A f filiate” means, with respect to a specified Person, another Person that directl y, or indirectly through one or more intermed i aries, Controls or is Controlled by or is under common Control with the Person specified.
“Agents” means, collectivel y, 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 E f fective Date, the amount of such Lende r’s Commitments at such time and (b) thereafte r, such Lende r’s Commitment then in e f fect o r, if the Commitments have been terminated, the amount of such Lende r’s Loans and L/C Exposure (and, in the case of Foreign Currency Loans and Foreign Currency Letters of Cre d it, the Dollar Equivalent of such Lende r’s Foreign Currency Loans and L/C Exposure with respect to Foreign Currency Letters of Credit) then o u tstanding; provided that, in the case of Section 2.16, when a Defaulting Lender shall exist, any such Defaulting Lende r’s Commitment shall be disr e garded in the calculation.
“Aggregate Exposure Percentage” means, with respect to any Lender at any time, the ratio (expressed as a percentage) of such Le n de r’s
Aggregate Exposure at such time to the Aggregate Exposure of all Lenders at such time. “Agreed Currencies” means Dollars and each Alternative Currenc y.
“Agreement” means this Five-Y ear Credit Agreement, as amended, supplemented or otherwise modified from time to time.
“Agreement V alue” means, for each Hedge Agreement, on any date of determination, an amount determined by the Borrower in the exercise of its reasonable business judgment equal to the amount, if an y, that would be payable (giving e f fect to any netting a greements) by the Borrower or any of its Subsidiaries to its counterparty pursuant to such Hedge Agreement in accordance with its terms as if (a) such Hedge Agreement was being terminated early on such date of determination, (b) the Borrower or such Subsidiary was the sole “A f fected Party” and (c) the Borrower was the sole party determining such payment amount pursuant to the provisions of the ISDA Master Agreement or other agreement, if a n y, governing such Hedge Agreement.
“Alternate Base Rate” means, for any da y, a rate per annum equal to the highest of (a) the Prime Rate in e f fect on such da y, (b) the New Y ork Fed Bank Rate in e f fect on such day plus 1⁄2 of 1% and (c) the Adjusted T erm SOFR Rate for a one month Interest Period as published two U.S. Government Securities Business Days prior to such day (or if such day is not a U.S. Government Securities Business Da y, the im m ediately preceding U.S. Government Securities Business Day) plus 1%; provided that for the purpose of this definition, the Adjusted T erm SOFR Rate for any day shall be based on the T erm SOFR Reference Rate at approximately 5:00 a.m. Chicago time on such day (or any amended publication time for the T erm SOFR Reference Rate, as specified by the CME T erm SOFR Administrator in the T erm SOFR Reference Rate methodology). Any change in the Alternate Base Rate due to a change in the Prime Rate, the New Y ork Fed Bank Rate or the Adjusted T erm SOFR Rate shall be e f fective from and including the e f fective date of such change in the Prime Rate, the New Y ork Fed Bank Rate or the Adjusted T erm SOFR
2

Rate, respectivel y. If the Alternate Base Rate is being used as an alternate rate of interest pursuant to Section 2.1 1 (for the avoidance of doubt, only until the Benchmark Replacement has been determined pursuant to Section 2.1 1(b)), then the Alternate Base Rate shall be the greater of clauses (a) and
(b) above and shall be determined without reference to clause (c) above. For the avoidance of doubt, if the Alternate Base Rate as determined pursuant to the foregoing would be less than 1.00%, such rate shall be deemed to be 1.00% for purposes of this Agreement.
“Alternative Currency” means Pounds Sterling and Euros.
amended.
“Anti-Corruption Laws” means the United States Foreign Corrupt Practices Act of 1977, as amended, and the UK Bribery Act 2010, a s
“Applicable Rate” means, for any day with respect to (a) any T erm Benchmark Loan denominated in any currenc y, a rate per annum e qual to the applicable rate per annum set forth in the Pricing Grid under the caption “Applicable Rate (T erm Benchmark Loan)” based upon the ratings by Moody’s and S&P, respectivel y, applicable on such date to the Index Debt, (b) any RFR Loan denominated in any currenc y, a rate per annum equal to the applicable rate per annum set forth in the Pricing Grid under the caption “Applicable Rate (RFR Loan)” based upon the rati n gs by Moody’s and S&P, respectivel y, applicable on such date to the Index Debt, (c) any ABR Loan, a rate per annum equal to the applicable rate per annum set forth in the Pricing Grid under the caption “Applicable Rate (ABR Loan)” based upon the ratings by Moody’s and S&P, respectivel y, applicable on such date to the Index Debt, or (d) commitment fees payable hereunde r, the applicable rate per annum set forth in the Pricing Grid under the ca p tion “Commitment Fee Rate” based upon the ratings by Moody’s and S&P, respectivel y, applicable on such date to the Index Debt.
“Application” means an application, as required by the relevant Issuing Bank and using such Issuing Bank’s standard form, reque s ting such Issuing Bank to open a Letter of Credit.
“Approved Borrower Portal” has the meaning assigned to it in Section 9.12(a). “Approved Electronic Platform” has the meaning assigned to it in Section 9.13(a). “Assignee” has the meaning assigned to such term in Section 10.06(c).
“Assignment and Acceptance” means an assignment and acceptance entered into by a Lender and an Assignee (with the consent of any party whose consent is required by Section 10.06), and accepted by the Administrative Agent, in the form of Exhibit E.
“Assignor” has the meaning assigned to such term in Section 10.06(c).
“A vailability Period” means the period from and including the E f fective Date to but excluding the earlier of the Maturity Date and the date of termination of the Commitments.
“A vailable T enor” means, as of any date of determination and with respect to the then-current Benchmark for any Agreed Currenc y, as applicable, any tenor for such Benchmark (or component thereof) or payment period for interest calculated with reference to su c h Benchmark (or component thereof), as applicable, that is or may be used for determining the length of an Interest Period for any term rate or otherwise, for determining any frequency of making payments of interest calculated pursuant to this Agreement as of such date and not including, for the a voidance of doubt, any tenor for such Benchmark that is then-removed from the definition of “Interest Period” pursuant to clause (e) of Section 2.1 1.
3

“Bail-In Action” means the exercise of any W rite-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an A f fected Financial Institution.
“Bail-In Legislation” means (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing la w, regulation rule or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other la w, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their a f filiates (other than through liquidation, administration or other insolvency proceedings).
“Benchmark” means, initiall y, with respect to any (i) RFR Loan in any Alternative Currenc y, the applicable Relevant Rate for su c h Alternative Currency or (ii) T erm Benchmark Loan, the Relevant Rate for such Agreed Currency; p r ovided that if a Benchmark T ransition Event, and the related Benchmark Replacement Date have occurred with respect to the applicable Relevant Rate or the then-current Benchmark for such Agreed Currenc y, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to clause (b) of Section 2.1 1.
“Benchmark Replacement” means, for any A vailable T eno r, the first alternative set forth in the order below that can be determined by the Administrative Agent for the applicable Benchmark Replacement Date; p r ovided that, in the case of any Loan denominated in an Alternative Currenc y, “Benchmark Replacement” shall mean the alternative set forth in (2) below:
(1) in the case of any Loan denominated in Dollars, the Adjusted Daily Simple SOFR;
(2) the sum of: (a) the alternate benchmark rate that has been selected by the Administrative Agent and the Borrower as the replacement for the then-current Benchmark for the applicable Corresponding T enor giving due consideration to (i) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (ii) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement for the then-current Benchmark for syndicated credit facilities denominated in the applicable Agreed Currency at such time in the United States and (b) the related Benchmark Replacement Adjustment;
If the Benchmark Replacement as determined pursuant to clause (1) or (2) above would be less than the Floo r, the Benchmark
Replacement will be deemed to be the Floor for the purposes of this Agreement and the other Loan Documents.
“Benchmark Replacement Adjustment” means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement for any applicable Interest Period and A vailable T enor for any setting of such Unadjusted Benchmark Repl a cement, the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zer o) that has been selected by the Administrative Agent and the Borrower for the applicable Corresponding T enor giving due consideration to (i) any select i on or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body on the applicable Benchmark Replacement Date and/or (ii) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread ad j ustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for syndicated credit facilities denominated in the applicable Agreed Currency at such time.
4

“Benchmark Replacement Conforming Changes” means, with respect to any Benchmark Replacement and/or any T erm Benchmark Revolving Loan denominated in Dollars, any technical, administrative or operational changes (including changes to the definiti o n of “Alternate Base Rate,” the definition of “Business Da y,” the definition of “U.S. Government Securities Business Da y,” the definition of “RFR B u siness Da y,” the definition of “Interest Period,” timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, length of lookback periods, the applicability of breakage provisions, and other technical, administrative or
operational matters) that the Administrative Agent decides in its reasonable discretion, in consultation with the Borrowe r, may be appropriate to reflect the adoption and implementation of such Benchmark and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice (o r, if the Administrative Agent decides that adoption of any portion of such market practice i s not administratively feasible or if the Administrative Agent determines that no market practice for the administration of such Benchmark exists, in such other manner of administration as the Administrative Agent decides is reasonably necessary in connection with the administration of this Agree m ent and the other Loan Documents).
“Benchmark Replacement Date” means, with respect to any Benchmark, the earliest to occur of the following events with respect to such then-current Benchmark:
(1) in the case of clause (1) or (2) of the definition of “Benchmark T ransition Event,” the later of (a) the date of the public statement or publication of information referenced therein and (b) the date on which the administrator of such Benchmark (or the publish e d component used in the calculation thereof) permanently or indefinitely ceases to provide all A vailable T enors of such Benchmark (or such comp o nent thereof); or
(2) in the case of clause (3) of the definition of “Benchmark T ransition Event,” the first date on which such Benchmark (or the published component used in the calculation thereof) has been o r, if such Benchmark is a term rate, all A vailable T enors of su c h Benchmark (or component thereof) have been determined and announced by the regulatory supervisor for the administrator of such Benchmark (or such component thereof) to be no longer representative; provided, that such non-representativeness will be determined by reference t o the most recent statement or publication referenced in such clause (3) and even if such Benchmark (or component thereof) o r, if such Benchmark is a term rate, any A vailable T enor of such Benchmark (or such component thereof) continues to be provided on such date.
For the avoidance of doubt, (i) if the event giving rise to the Benchmark Replacement Date occurs on the same day as, but earl i er than, the Reference T ime in respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference T ime for such determination and (ii) the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (1) or (2) with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current A vailable T enors of such Benchmark (or the published component used in the calculation thereof).
5

“Benchmark T ransition Event” means, with respect to any Benchmark, the occurrence of one or more of the following events with r e spect to such then-current Benchmark:
(1) a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide all A vailable T enors of such Benchmark (or such component thereof), permanently or indefinitel y, provided that, at the time of such statement or publicatio n, there is no successor administrator that will continue to provide such Benchmark (or such component thereof) o r, if such Benchmark is a te r m rate, any A vailable T enor of such Benchmark (or such component thereof);
(2) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or t he published component used in the calculation thereof), the U.S. Federal Reserve Board, the New Y ork Fed, the CME T erm SOFR Admi n istrato r, the central bank for the Agreed Currency applicable to such Benchmark, an insolvency o f ficial with jurisdiction over the admin i strator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such Benchmark (or such com p onent) or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component thereof), in each case which states that the administrator of such Benchmark (or such component) has ceased or will cease to provide such Benchm a rk (or such component thereof) o r, if such Benchmark is a term rate, all A vailable T enors of such Benchmark (or such component) permanently or indefinitel y, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide such Benchmark (or such component thereof) o r, if such Benchmark is a term rate, any A vailable T enor of such Benchmark (or such com p onent thereof); or
(3) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or t he published component used in the calculation thereof) announcing that such Benchmark (or such component thereof) o r, if such Be n chmark is a term rate, all A vailable T enors of such Benchmark (or such component thereof) are no longe r, or as of a specified future date w ill no longer be, representative.
For the avoidance of doubt, a “Benchmark T ransition Event” will be deemed to have occurred with respect to any Benchmark if a p ublic statement or publication of information set forth above has occurred with respect to each then-current A vailable T enor of such Benchmark (or the published component used in the calculation thereof).
“Benchmark Unavailability Period” means, with respect to any Benchmark, the period (if any) (x) beginning at the time that a Be n chmark Replacement Date pursuant to clauses (1) or (2) of that definition has occurred if, at such time, no Benchmark Replacement has replaced such then- current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 2.1 1 and (y) ending at the time that a Benchmark Replacement has replaced such then-current Benchmark for all purposes hereunder and under any Loan Document pursuant to Section 2.1 1.
“Beneficial Ownership Regulation” means 31 C.F.R. § 1010.230.
“Benefit Plan” means any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to T itle I of ERISA, (b) a “pl a n” as defined in and subject to Section 4975 of the Code, or (c) any Person whose assets include (for purposes of ERISA Section 3(42) or otherwise for purposes of T itle I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan.”
“Benefitted Lender” has the meaning assigned to such term in Section 10.07(a).
“Board” means the Board of Governors of the Federal Reserve System of the United States of America.
6

“Borrower” means FedEx Corporation, a Delaware corporation.
“Borrower Communications” has the meaning assigned to such term in Section 9.12.
“Borrowing” means Loans of the same T ype, made, converted or continued on the same date and, in the case of T erm Benchmark Loan s, as to which a single Interest Period is in e f fect.
“Borrowing Request” means a request by the Borrower for a Borrowing in accordance with Section 2.03.
“Business Day” means, any day (other than a Saturday or a Sunday) on which banks are open for business in New Y ork City; provided that, (a) in relation to Loans denominated in Sterling, any day (other than a Saturday or a Sunday) on which banks are open for business in London, (b) in relation to Loans denominated in Euros and in relation to the calculation or computation of EURIBOR, any day which is a T ARGET Da y, (c) in
relation to RFR Loans and any interest rate settings, fundings, disbursements, settlements or payments of any such RFR Loan, or any other dealings in the applicable Agreed Currency of such RFR Loan, any such day that is only an RFR Business Day and (d) in relation to Loans re f erencing the Adjusted T erm SOFR Rate and any interest rate settings, fundings, disbursements, settlements or payments of any Loans referencing the Adjusted T erm SOFR Rate or any other dealings of such Loans referencing the Adjusted T erm SOFR Rate, any such day that is a U.S. Government Securities Business Da y.
“CBR Loan” means a Loan that bears interest at a rate determined by reference to the Central Bank Rate. “CBR Spread” means the Applicable Rate, applicable to such Loan that is replaced by a CBR Loan.
“Central Bank Rate” means, the greater of (A) the sum of (i) for any Loan denominated in (a) Pounds Sterling, the Bank of Engla n d (or any successor thereto)’s “Bank Rate” as published by the Bank of England (or any successor thereto) from time to time, (b) Eur o, one of the following three rates as may be selected by the Administrative Agent in its reasonable discretion: (1) the fixed rate for the main refinancing operations of the European Central Bank (or any successor thereto), o r, if that rate is not published, the minimum bid rate for the main refinan c ing operations of the European Central Bank (or any successor thereto), each as published by the European Central Bank (or any successor thereto) fr o m time to time, (2) the rate for the ma r ginal lending facility of the European Central Bank (or any successor thereto), as published by the European C e ntral Bank (or any successor thereto) from time to time or (3) the rate for the deposit facility of the central banking system of the Participati n g Member States, as published by the European Central Bank (or any successor thereto) from time to time and (c) any other Alternative Currency determined af t er the E f fective Date, a central bank rate as determined by the Administrative Agent in its reasonable discretion and (ii) the applicable Central Bank Rate Adjustment; and
(B) the Floo r.
“Central Bank Rate Adjustment” means, for any da y, for any Loan denominated in (a) Euro, a rate equal to the di f ference (which m ay be a positive or negative value or zero) of (i) the average of the Adjusted EURIBOR Rate for the five most recent Business Days pre c eding such day for which the EURIBOR Screen Rate was available (excluding, from such averaging, the highest and the lowest Adjusted EURIBOR Rate a pplicable during such period of five Business Days) minus (ii) the Central Bank Rate in respect of Euro in e f fect on the last Business Day in s u ch period, (b) Pounds Sterling, a rate equal to the di f ference (which may be a positive or negative value or zero) of (i) the average of Adjusted Daily Simple RFR for Pounds Sterling Borrowings for the five most recent RFR Business Days preceding such day for which SONIA was available (excluding, fr o m such averaging, the highest and the lowest such Adjusted
7

Daily Simple RFR applicable during such period of five RFR Business Days) minus (ii) the Central Bank Rate in respect of Pounds Sterling in e f fect on the last RFR Business Day in such period and (c) any other Alternative Currency determined after the E f fective Date, a Central Bank Rate Adjustment as determined by the Administrative Agent in its reasonable discretion. For purposes of this definition, (x) the term Central Bank Rate shall be determined disregarding clause (B) of the definition of such term and (y) the EURIBOR Rate on any day shall be based on the EURIBOR Screen Rate on such day
at approximately the time referred to in the definition of such term for deposits in the applicable Agreed Currency for a maturity of one month.
“Change in Law” means (a) the adoption of any la w, rule or regulation after the date of this Agreement, (b) any change in any l a w, rule or regulation or in the interpretation or application thereof by any Governmental Authority after the date of this Agreement or (c) compliance by any Lender or Issuing Bank (o r, for purposes of Section 2.12(b), by any lending o f fice of such Lender or by such Lende r’s or Issuing Bank’s holding compan y, if any) with any request, guideline or directive (whether or not having the force of law) of any Governmental Authori t y made or issued after the date of this Agreement. Notwithstanding anything herein to the contrary (solely for the purposes of Sections 2.12(a), 2.12(b) and 2.12(g)), (i) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Comm i ttee on Banking Supervision (or any successor or similar authority) or by United States or foreign regulatory authorities, in each case pursua n t to Basel III, and (ii) the Dodd-Frank W all Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements and directives the r eunder or issued in connection therewith or in implementation thereof, shall in each case be deemed to be a Change in La w, regardless of the date enacted, adopted, issued or implemented.
“Change of Control” means any of the following: (a) any “person” (as such term is used in Sections 13(d) and 14 of the Securiti e s Exchange Act of 1934, as amended), other than (1) the Borrowe r, (2) any Subsidiar y, (3) any employee benefit plan (or a trust f orming a part thereof) maintained by the Borrower or any Subsidiar y, or (4) any underwriter temporarily holding securities of the Borrower pursuant to an o f fering of such securities becoming the “beneficial owner” (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as ame n ded) of securities of the Borrower representing 30 40% or more of the Borrowe r’s then outstanding V oting Stock; or (b) directors who, as of the date of this Agreement, constitute the Board of Directors of the Borrower (the “Incumbent Board”) ceasing to constitute at least a majority of the Board of Directors of the Borrower (o r, in the event of any me r ge r, consolidation or reo r ganization the principal purpose of which is to change the Borr o we r’s state of incorporation, form a holding company or e f fect a similar reo r ganization as to form, the board of directors of such surviving c ompany or its ultimate parent company), p rovided, howeve r, that any individual becoming a member of the Board of Directors of the Borrower subsequent to the date of this Agreement whose election, or nomination for election by the Borrowe r’s stockholders, was approved by a vote of a majority of t h e directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board.
“Cha r ges” has the meaning assigned to such term in Section 10.17.
“CME T erm SOFR Administrator” means CME Group Benchmark Administration Limited as administrator of the forward-looking term
Secured Overnight Financing Rate (SOFR) (or a successor administrator).
“Code” means the Internal Revenue Code of 1986, as amended from time to time.
8

“Commitment” means, with respect to any Lende r, the obligation of such Lende r, if an y, to make Loans and participate in Letters of Credit hereunde r, in an amount not to exceed the amount set forth under the heading “Commitment” opposite such Lende r’s name on Schedule 2.01(a) (as may be increased pursuant to Section 2.18) or in the Assignment and Acceptance pursuant to which such Lender became a party hereto, as the same may be changed from time to time pursuant to the terms hereof. The aggregate original amount of the Commitments on the E f fective Date is $1,750,000,000.
“Communications” has the meaning assigned to such term in Section 9.13.
“Conduit Lender” means any special purpose corporation o r ganized and administered by any Lender for the purpose of making Loans otherwise required to be made by such Lender and designated by such Lender in a written instrument; p rovided, that the designation by any Lender of a Conduit Lender shall not relieve the designating Lender of any of its obligations to fund a Loan under this Agreement if, for a ny reason, its Conduit Lender fails to fund any such Loan, and the designating Lender (and not the Conduit Lender) shall have the sole right and resp o nsibility to deliver all consents and waivers required or requested under this Agreement with respect to its Conduit Lende r, and p rovided, furthe r, that no Conduit Lender shall (a) be entitled to receive any greater amount pursuant to Section 2.12, 2.13, 2.14, 2.15 or 10.05 than the designating Lender w ould have been entitled to receive in respect of the extensions of credit made by such Conduit Lende r, or (b) be deemed to have any Commitment.
“Consolidated Adjusted T otal Assets” means, at any date as of which the amount thereof is to be determined, (a) the aggregate a m ount set forth as the assets of the Borrower and the consolidated Subsidiaries on a consolidated balance sheet of the Borrower and the c onsolidated Subsidiaries prepared as of such date in accordance with GAA P, minus (b) the aggregate book value as of such date of determination of all a s sets of the Borrower or any consolidated Subsidiary subject on such date of determination to a Lien permitted by Section 7.01(j).
“Consolidated EBITDA” means, for any period, Consolidated Operating Income for such period plus, without duplication and (except for amounts included in clauses (g) and (h) below) to the extent reducing such Consolidated Operating Income for such period, the sum of (a) depreciation and amortization expense, (b) amortization of intangibles (including, but not limited to, goodwill), (c) all non-cash pension e xpenses and losses, including, but not limited to, pension service costs, (d) non-cash asset impairment cha r ges related to long-lived assets (incl u ding intangible asset impairment cha r ges), (e) expenses related to business optimization and restructurin g and, (f) transaction costs, fees and expenses related to the Freight Separation, (g) syne r gies and cost savings of the Borrower and its Subsidiaries related to operational changes, restructuring, reo r ganizations, operating expense reductions, operating improvements and similar restructuring initiatives relating to an Acquisition (it being understo o d any such increases pursuant to this clause (f g) shall only be available subject to the consummation of such Acquisition and not in contemplation thereof), in each case, that are set forth in a certificate of a Responsible O f ficer of the Borrower and are factually supportable (in the good faith deter m ination of the Borrowe r, as certified in the applicable certificate) and are reasonably anticipated by the Borrower in good faith to be realized within 24 months following the completion consummation of such Acquisition (in each case calculated for the applicable period on a pro forma basis as if the syne r gies and cost savings with respect to such period had been realized on the first day of such period, and net of the amount of actual benefits realiz e d during such period from such actions to the extent already included in Consolidated Operating Income for such period) and (h) syne r gies and cost savin g s of the Borrower and its Subsidiaries related to operational changes, restructuring, reo r ganizations, operating expense reductions, operating improveme n ts and similar restructuring initiatives relating to the Freight Separation (it being understood any such increases pursuant to this clause (h) shall only be available subject to the Consummation of the Freight Separation and not in contemplation thereof), in each case, that are set forth in a certificate of a Responsible O f ficer of the Borrower and are factually supportable (in the good faith determination of the Borrowe r, as certified in the ap p licable certificate) and are reasonably anticipated by the Borrower in good faith to be realized within 24 months following Consummation of the Freight Sep a ration (in each case calculated for the applicable period on a pro forma
9

basis as if the cost syne r gies and cost savings with respect to such period had been realized on the first day of such period, and net of the amount of actual benefits realized during such period from such actions to the extent already included in Consolidated Operating Income f or such period), and minus, without duplication, to the extent included in such Consolidated Operating Income for such period, non-cash periodic ma r k-to-market credits related to pension gains, all as determined on a consolidated basis; p rovided that the aggregate amount added back (I) pursuant to clauses (e) and (f g) above shall not exceed 10% of Consolidated EBITDA (calculated after giving e f fect to any such addback and such cap and all oth e r permitted addbacks and adjustments) in any period. or (II) pursuant to clauses (f) and (h) above shall not exceed $600,000,000 in the aggregate after the First Amendment E f fective Date (o r, to the extent the Borrower identifies amounts that would qualify as an add back pursuant to clause (f) or (h) but for the cap in this clause (II), the cap in this clause (II) shall instead be an amount that is 10% greater than the cap set forth above.
“Consolidated Operating Income” means, for any period, the consolidated operating income (or loss) of the Borrower and its Subs i diaries, determined on a consolidated basis in accordance with GAAP; p rovided that there shall be excluded the income (or deficit) of any Person (other than a Subsidiary of the Borrower) in which the Borrower or any of its Subsidiaries has an ownership interest, except to the extent t h at any such income is actually received by the Borrower or such Subsidiary in the form of dividends or similar distributions.
“Consolidated T otal Debt” means, as of any date with respect to the Borrower and its Subsidiaries, (a) all liabilities Indebtedness of the Borrower and its Subsidiaries outstanding on calculated on a consolidated basis as of such date which would in accordance with GAA P be classified as short-term or long-term debt (including the current portion of long-term debt) of the Borrower and its Subsidiaries (including, without limitation, finance lease obligations) on a, but excluding (i) obligations to pay the deferred purchase price of services, (ii) any Indebtedness under Hedge Agreements t h at is not then due, (iii) obligations under securitization financing programs to the extent such obligations would not be required to be included on the consolidated balance sheet of the Borrower and its Subsidiaries as of such date in accordance with GAAP and (iv) contingent obligations in respect of undrawn letters of credit, bank guarantees and banke r’s acceptances and other similar instruments in respect of obligations not constituting Indebtedness minus (b) Unrestricted Cash in an aggregate amount not to exceed $500,000,000.; provided that, prior to the Consummation of the Freight Separation, any Freight Separation Indebtedness shall be excluded from clause (a) (and, for the avoidance of doubt, the proceeds of any su c h Freight Separation Indebtedness shall not be included in clause (b) above) to the extent incurred or issued for the purpose of financing, in whole or in part, any distribution to the Borrower in connection with the Freight Separation or any other transaction undertaken in connection with the Freight S e paration.
“Consummation of the Freight Separation” means Freight SpinCo ceasing to be a Subsidiary of the Borrower in connection with the
Freight Separation.
“Contingent Obligation” of a Person means any agreement, undertaking or arrangement by which such Person assumes, guarantees, endorses (other than endorsements for collection or deposit in the ordinary course of business), contingently agrees to purcha s e or provide funds for the payment of, or otherwise becomes or is contingently liable upon, the payment obligation or liability of any other Person, or a g rees to maintain the net worth or working capital or other financial condition of any other Person, or otherwise assures any creditor of such other Per s on against loss, including, without limitation, any comfort letter or take-o r-pay contract. W ith respect to any Contingent Obligation that is a guarantee, the amount of such Contingent Obligation shall be deemed equal to an amount equal to (x) the stated or determinable amount of the primary obligation in respect of which such Contingent Obligation is made, (o r, if less, the amount of the guaranty if limited in amount) o r, (y) if not stated or if indeterminable or unlimited in amount, the maximum reasonably anticipated liability in respect thereof (assuming such Person is required to perform thereunde r) as recorded on the balance sheet and on the footnotes to the most recent financial statements of the Borrower required to be furnished pursuant to Section 6.01.
10

“Control” means the possession, directly or indirectl y, of the power to direct or cause the direction of the management or poli c ies of a Person, whether through the ability to exercise voting powe r, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.
“Corresponding T enor” with respect to any A vailable T enor means, as applicable, either a tenor (including overnight) or an inte r est payment period having approximately the same length (disregarding business day adjustment) as such A vailable T eno r.
“Credit Event” has the meaning assigned to such term in Section 5.02.
“Credit Exposure” means, with respect to any Lender at any time, the sum of the outstanding principal amount of such Lende r’s L o ans and L/C Exposure (and, in the case of Foreign Currency Loans and Foreign Currency Letters of Credit, the Dollar Equivalent of such Lende r’s Foreign Currency Loans and L/C Exposure with respect to Foreign Currency Letters of Credit) at such time.
“Current Maturities” means, as of any date with respect to the Long T erm Debt of any Person, any portion of such Long T erm Debt that would in accordance with GAAP be classified as a current liability of such Person.
“Daily Simple RFR” means, for any day (an “RFR Interest Day”), an interest rate per annum equal to, for any RFR Loan denominated in (i) Pounds Sterling, SONIA for the day that is five (5) RFR Business Days prior to (A) if such RFR Interest Day is an RFR Business Da y, such RFR Interest Day or (B) if such RFR Interest Day is not an RFR Business Da y, the RFR Business Day immediately preceding such RFR I n terest Day and (ii) Dollars, Daily Simple SOFR (following a Benchmark T ransition Event and a Benchmark Replacement Date with respect to the T e rm SOFR Rate);
provided that if the Daily Simple RFR as so determined would be less than the Floo r, such rate shall be deemed to be equal to the Floor for the pur p oses of this Agreement.
“Daily Simple SOFR” means, for any day (a “SOFR Rate Day”), a rate per annum equal to SOFR for the day (such day “SOFR Determination Date”) that is five (5) RFR Business Days prior to (i) if such SOFR Rate Day is an RFR Business Da y, such SOFR Rate Day or (ii) if such SOFR Rate Day is not an RFR Business Da y, the RFR Business Day immediately preceding such SOFR Rate Da y, in each case, as such SOFR is published by the SOFR Administrator on the SOFR Administrato r’s W ebsite. Any change in Daily Simple SOFR due to a change in SO F R shall be e f fective from and including the e f fective date of such change in SOFR without notice to the Borrowe r. If by 5:00 p.m. (New Y o r k City time) on the second (2nd) RFR Business Day immediately following any SOFR Determination Date, SOFR in respect of such SOFR Determination Da t e has not been published on the SOFR Administrato r’s W ebsite and a Benchmark Replacement Date with respect to the Daily Simple SOFR has n ot occurred,
then SOFR for such SOFR Determination Date will be SOFR as published in respect of the first preceding RFR Business Day for which such SOFR was published on the SOFR Administrato r’s W ebsite.
“Default” means any event or condition which constitutes an Event of Default or which upon notice, lapse of time or both would, unless cured or waived, become an Event of Default.
“Defaulting Lender” means any Lender that has (a) failed to within three (3) Business Days of the date required hereunder (i) f u nd any portion of its Loans or (ii) fund any portion of its participations in Letters of Credit, unless, in the case of clause (i) ab o ve, such Lende r, acting in good faith, notifies the Administrative Agent and the Borrower in writing within three (3) Business Days of the date such Lender
11

was required to fund such portion of its Loans that such failure to fund is the result of such Lende r’s reasonable determinati o n that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifical l y identified in such writing) has not been satisfied, (b) notified the Borrower or the Administrative Agent in writing that it does not intend to c o mply with any of its funding obligations under this Agreement or has made a public statement to the e f fect that it does not intend to comply with its fundi n g obligations under this Agreement (unless such writing or public statement (i) relates to such Lende r’s obligation to fund a Loan hereunde r, (ii) stat e s, in good faith, that such position is based on such Lende r’s reasonable determination that a condition precedent to funding (which condition precedent, t ogether with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied and (iii) is iss u ed within three (3) Business Days of the date such Lender was required to fund a portion of its Loans hereunder) or generally under similar agreements in w h ich it has committed to extend credit, (c) failed, within three (3) Business Days after written request by the Administrative Agent (whether acting on its own behalf or at the
reasonable request of the Borrower (it being understood that the Administrative Agent shall comply with any such reasonable re q uest)), to confirm that it will comply with the terms of this Agreement relating to its obligations to fund prospective Loans and participations in then o utstanding Letters of
Credit; p rovided that any such Lender shall cease to be a Defaulting Lender under this clause (c) upon receipt of such confirmation by the Administrative Agent, (d) otherwise failed to pay over to the Administrative Agent or any other Lender any other amount requir e d to be paid by it hereunder within three (3) Business Days of the date when due, unless the subject of a good faith dispute, (e) become the subj e ct of a bankruptcy or insolvency proceeding, or has had a receive r, conservato r, trustee or custodian appointed for it, or has a parent company that has become other than via an Undisclosed Administration the subject of a bankruptcy or insolvency proceeding or a Bail-In Action, or has had a receive r, conservato r, trustee or custodian appointed for it, or (f) has become the subject of a Bail-In Action. No Lender shall be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in such Lender or a parent company thereof by a Governmental Authority or an instrumentality thereof so long as such ownership does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or f rom enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority or instrumentality thereo f) to reject, repudiate, disavow or disa f firm any contracts or agreements with or of such Lende r.
“Disclosed Matters” means the actions, suits and proceedings and the environmental matters disclosed in (i) the Borrowe r’s most recent annual report on Form 10-K or most recent quarterly report on Form 10-Q filed, in each case, prior to the date of this Agreeme n t and only as and to the extent disclosed therein (but excluding any risk factor disclosures contained under the heading “Risk Factors,” any disclosure of risks included in any “forward-looking statements” disclaimer or any other statements that are similarly predictive or forward-looking in nature) or (ii) as otherwise disclosed in Schedule 4.06.
“Dividing Person” has the meaning assigned to it in the definition of “Division”.
“Division” means the division of the assets, liabilities and/or obligations of a Person (the “Dividing Person”) among two or more Persons (whether pursuant to a “plan of division” or similar arrangement), which may or may not include the Dividing Person and pursua n t to which the Dividing Person may or may not survive.
“Division Successor” means any Person that, upon the consummation of a Division of a Dividing Person, holds all or any portion o f the assets, liabilities and/or obligations previously held by such Dividing Person immediately prior to the consummation of such D i vision. A Dividing Person which retains any of its assets, liabilities and/or obligations after a Division shall be deemed a Division Successor u p on the occurrence of such Division.
12

“Dollar Equivalent” means, for any amount, at the time of determination thereof, (a) if such amount is expressed in dollars, su c h amount, (b) if such amount is expressed in an Alternative Currenc y, the equivalent of such amount in dollars determined by using the r a te of exchange for the purchase of dollars with the Alternative Currency last provided (either by publication or otherwise provided to the Administra t ive Agent) by Reuters on the Business Day (New Y ork City time) immediately preceding the date of determination or if such service ceases to be available or ceases to provide a rate of exchange for the purchase of dollars with the Alternative Currenc y, as provided by such other publicly available infor m ation service which provides that rate of exchange at such time in place of Reuters chosen by the Administrative Agent in its sole discretion (or i f such service ceases to be available or ceases to provide such rate of exchange, the equivalent of such amount in dollars as determined by the Administra t ive Agent using any method of determination it deems appropriate in its sole discretion) and (c) if such amount is denominated in any other curren c y, the equivalent of such amount in dollars as determined by the Administrative Agent using any method of determination it deems appropriate in its sole discretion.
“Dollar Revolving Loans” has the meaning assigned to such term in Section 2.01. “Dollars” or “$” refers to lawful money of the United States of America.
“EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is s ubject to the supervision of an EEA Resolution Authorit y, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of a n institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent;
“EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norwa y.
“EEA Resolution Authority” means any public administrative authority or any Person entrusted with public administrative authori t y of any
EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.
“E f fective Date” means the date on which the conditions specified in Section 5.01 are satisfied (or waived in accordance with
Section 10.01).
“Electronic Signatures” has the meaning assigned to such term in Section 10.08.
“Environmental Laws” means all laws, rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions, notices or binding agreements issued, promulgated or entered into by any Governmental Authority that are in each case relating to pollution or the protection of the environment, the preservation or reclamation of natural resources, the management, storage or release of any Hazardous Materia l, or to health and safety matters as they relate to Hazardous Materials or natural resources.
“Environmental Liability” means any liabilit y, contingent or otherwise (including any liability for damages, costs of environme n tal remediation, fines, penalties or indemnities), of the Borrower or any Subsidiary directly or indirectly resulting from or based upon (a) the violation of any Environmental La w, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Mate r ials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment or (e) any consent o rder or consent agreement pursuant to which liability is assumed or imposed with respect to any of the foregoing.
13

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the rules and regulations promulgated thereunde r.
“ERISA A f filiate” means (i) any entity (whether or not incorporated) that, together with any Loan Part y, is treated as a single employer under Sections 414(b) or (c) of the Code o r, solely for purposes of Sections 302 and 303 of ERISA and Sections 412 and 430 of the Code, is treated as a single employer under Sections 414(m) or (o) of the Code and (ii) any entity (whether or not incorporated) that, together with the Borrowe r, is under common control within the meaning of Section 4001(a)(14) of ERISA.
“ERISA Event” means (a) a Reportable Event with respect to a Plan; (b) the failure to meet the minimum funding standard of Sections 412 or 430 of the Code or Sections 302 or 303 of ERISA with respect to any Single Employer Plan (whether or not waived in accordan c e with
Section 412(c) of the Code) or the failure to make by its due date a required installment under Section 430(j) of the Code or S ection 303(j) of ERISA with respect to any Single Employer Plan or the failure to make any required payment or contribution to a Multiemployer Plan; (c) the incurrence by any Loan Party or any ERISA A f filiate of any liability under T itle IV of ERISA, other than for PBGC premiums; (d) a determination t hat any Plan is, or is expected to be, in “at risk” status (within the meaning of Section 430 of the Code or T itle IV of ERISA); (e) the receipt by a n y Loan Party or any ERISA A f filiate from the PBGC or a plan administrator of any notice relating to an intention to terminate any Plan or Plans or to ap p oint a trustee to administer any Plan or the commencement of proceedings by the PBGC to terminate a Plan; (f) the incurrence by any Loan Party or any ERISA A f filiate of any liability with respect to the withdrawal or partial withdrawal from any Plan or Multiemployer Plan; or (g) the receipt by any L oan Party or any ERISA A f filiate of any notice, or the receipt by any Multiemployer Plan from the Borrower or any ERISA A f filiate of any notice, conc e rning the imposition of W ithdrawal Liability or a determination that a Multiemployer Plan is insolvent (within the meaning of Section 4245 of ERISA), o r in “endangered” or “critical” status (within the meaning of Section 432 of the Code or Section 305 of ERISA).
“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor Person), as in e f fect from time to time.
“EURIBOR Rate” means, with respect to any T erm Benchmark Borrowing denominated in Euros and for any Interest Period, the
EURIBOR Screen Rate, two T ARGET Days prior to the commencement of such Interest Period.
“EURIBOR Screen Rate” means the euro interbank o f fered rate administered by the European Money Markets Institute (or any other person which takes over the administration of that rate) for the relevant period displayed (before any correction, recalculati o n or republication by the administrator) on page EURIBOR01 of the Thomson Reuters screen (or any replacement Thomson Reuters page which displays that ra t e) or on the appropriate page of such other information service which publishes that rate from time to time in place of Thomson Reuters as p ublished at approximately 1 1:00 a.m. Brussels time two T ARGET Days prior to the commencement of such Interest Period. If such page or serv i ce ceases to be available, the Administrative Agent may specify another page or service displaying the relevant rate after consultation with t h e Borrowe r.
“Euro” and “€” mean the single currency of Participating Member States introduced in accordance with the provisions of Article 109(1)4 of the T reaty and, in respect of all payments to be made under this Agreement in Euro, means immediately available, freely transferable funds.
“Euro Revolving Loans” has the meaning assigned to such term in Section 2.01. “Event of Default” has the meaning assigned to such term in Article VIII.
14

“Excluded T axes” shall mean (i) taxes imposed on or measured by net income taxes(however denominated), branch profit taxes and franchise taxes (, in each case, imposed on or measured by net income) imposed on the Administrative Agent or any Lender as a result of a present or former connection between the Administrative Agent or such Lender and the jurisdiction of the Governmental Authority imposing s uch tax or any political subdivision or taxing authority thereof or therein (other than any such connection arising solely from the Administr a tive Agent or such Lender having executed, delivered or performed its obligations or received a payment unde r, or enforced, this Agreement or any other L oan Document),
(ii) T axes that are attributable to a Lende r’s failure to comply with the requirements of Section 2.14(f), (iii) in the case of a Lende r, United States federal withholding taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a L oan or commitment resulting from any Requirement of Law in e f fect on the date (a) such Lender becomes a party to this Agreement or otherwise acq u ires such interest or commitment (other than pursuant to an assignment request by the Borrower under Section 2.17(b)), or (b) such Lender changes its lending o f fice,
except, in each case, to the extent that such Lende r’s assignor (if any) was entitled, at the time of assignment, or such Lend e r was entitled immediately before it changed its lending o f fice, to receive additional amounts with respect to such T axes pursuant to Section 2.14 or (iv) any U.S. federal withholding T axes imposed under F A TCA.
“Existing Five-Y ear Credit Agreement” means the Second Amended and Restated Five-Y ear Credit Agreement, dated as of March 16,
2021, among the Borrowe r, various financial institutions and JPMo r gan Chase Bank, N.A., as administrative agent (as amended by the First
Amendment, dated as of March 15, 2022, and as further amended, restated or otherwise modified from time to time prior to the E f fective Date). “Existing Letters of Credit” means the letters of credit set forth in Schedule 3.01.
“Existing Maturity Date” has the meaning assigned to such term in Section 2.1 9(a).
“Extended Maturity Date” has the meaning assigned to such term in Section 2.19.
“Existing Three-Y ear Credit Agreement” means the Three-Y ear Credit Agreement, dated as of March 15, 2022 among the Borrowe r, various financial institutions and JPMo r gan Chase Bank, N.A., as administrative agent (as amended, restated or otherwise modif i ed from time to time prior to the E f fective Date).
“Extended Maturity Date” has the meaning assigned to such term in Section 2.1 9(a). “Extending Lender” has the meaning assigned to such term in Section 2.1 9(b).
“F A TCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement, and any regulations or o f ficial interpr e tations thereof., any agreements entered into pursuant to Section 1471(b) of the Code and any fiscal or regulatory legislation, rules or pract i ces adopted pursuant to any inte r governmental agreement, treaty or convention among Governmental Authorities and implementing such Sections of the Code.
“Federal A viation Act” means the Federal A viation Act of 1958, as amended from time to time.
“Federal Funds E f fective Rate” means, for any da y, an interest rate per annum equal to the rate calculated by the New Y ork Fed b ased on such day’s federal funds transactions by depository institutions (as determined in such manner as the New Y ork Fed shall set f o rth on the Federal Reserve Bank of New Y ork’s W ebsite from time to time) and published on the next succeeding Business Day by the New Y ork Fed as the e f fective federal funds rate; provided that if the Federal Funds E f fective Rate as so determined would be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.
15

source.
“Federal Reserve Bank of New Y ork’s W ebsite” means the website of the New Y ork Fed at http://ww w.newyorkfed.o rg, or any successor
“Fee Payment Date” means (a) the last day of March, June, September and December of each yea r, o r, in the case of any Commitment Fee, the fifteenth day after the last day of March, June, September and December of each yea r, and (b) the date on which the Commit m ents terminate.
“Financial O f ficer” means the chief financial o f fice r, principal accounting o f fice r, treasure r, sta f f vice president and assist a nt treasurer or controller of the Borrowe r.
“First Amendment” means that certain First Amendment, dated as of October 31, 2025, by and among the Borrowe r, each other Loan
Part y, the Lenders, the Issuing Banks and the Administrative Agent.
“First Amendment E f fective Date” has the meaning assigned to such term in the First Amendment.
“Flight Equipment” means, individually and collectivel y, aircraft, aircraft engines, appliances and spare parts, all as defined in the Federal
A viation Act, and related parts.
“Floor” means the benchmark rate floo r, if an y, provided in this Agreement initially (as of the execution of this Agreement, the modification, amendment or renewal of this Agreement or otherwise) with respect to the Adjusted T erm SOFR Rate, Adjusted EURIBOR Rate, each Adjusted Daily Simple RFR or the Central Bank Rate, as applicable. For the avoidance of doubt the initial Floor for each of Adjusted T erm SOFR Rate, Adjusted EURIBOR Rate, each Adjusted Daily Simple RFR or the Central Bank Rate shall be zero.
“Foreign Currency Letter of Credit” means a Letter of Credit denominated in Euros or Pounds Sterling. “Foreign Currency Loans” has the meaning assigned to such term in Section 2.01.
“Foreign Subsidiary” means any Subsidiary of the Borrower that is o r ganized and existing under the laws of any jurisdiction out s ide of the
United States of America or that is a Foreign Subsidiary Holding Compan y.
“Foreign Subsidiary Holding Company” means any Subsidiary of the Borrower or its domestic Subsidiaries that has no material ass e ts other than (a) securities of one (1) or more Foreign Subsidiaries, and other assets relating to an ownership interest in any s u ch securities or Subsidiaries, (b) intercompany accounts or loans receivables with Borrower or another Subsidiary of Borrowe r, and (c) goodwill.
“Freight Business” means the Borrowe r’s less-than-truckload business substantially as described as a part of the FedEx Freight reportable segment (which may include certain liabilities of the type and nature included in such segment reporting) in the Borrowe r’s Fo r m 10-K filed with the SEC on July 21, 2025, together with any ancillar y, complementary or related assets held by the Borrower or any Subsidiary that are described in the Form 10 relating to such business that will be publicly filed with the SEC (giving e f fect to any transition services agreements or other agreements entered into in connection with the Freight Separation and described therein) or that are otherwise reasonably necessary to e f f ect the Freight Separation, as determined by the Borrower in good faith.
16

“Freight Separation” means the disposition of Freight SpinCo in whole or in part in one or more transactions (including, witho u t limitation, pursuant to a split-o f f, spin o f f, distribution, dividend, public o f fering, exchange o f fe r, sale or exchange of st o ck or assets, assignment, conveyance, transfe r, disposition or any combination of the foregoing) to create a new publicly traded compan y.
“Freight Separation Indebtedness” means any Indebtedness incurred by Freight SpinCo that is (i) incurred in contemplation of t h e Consummation of the Freight Separation (whether substantially simultaneously with, or in the reasonable judgment of the Borrow e r, within a reasonable time period prior to Consummation of the Freight Separation) or following the Consummation of the Freight Separation, (ii) fol l owing the Consummation of the Freight Separation, not guaranteed, directly or indirectl y, by the Borrower or any of its Subsidiaries (ot h er than Freight SpinCo) and (iii) if incurred prior to the Consummation of the Freight Separation, (x) incurred when no Event of Default shall have oc c urred and be continuing and (y) proceeds shall be held in a segregated account owned by the Borrower or a Subsidiary of the Borrower pending Consummat i on of the Freight Separation.
“Freight SpinCo” means FedEx Freight, Inc., its subsidiaries and any other Persons that are Subsidiaries of the Borrower prior to Consummation of the Freight Separation and whose assets (and the assets of any of its or their subsidiaries) consist substanti a lly entirely of all or any portion of the Freight Business.
“GAAP” means generally accepted principles of accounting as in e f fect from time to time in the United States of America. In the event that any “Accounting Change” (as defined below) shall occur and such change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then upon delivery of notice of such Accounting Change from either the Borrower or the A d ministrative Agent, each of the Borrower and the Administrative Agent agree to enter into negotiations in order to amend such provisions of this A g reement so as to reflect equitably such Accounting Changes with the desired result that the criteria for evaluating the Borrowe r’s financial condition s hall be the same after such Accounting Changes as if such Accounting Changes had not been made. Until such time as notice of such Accounting Change has be e n delivered pursuant to the preceding sentence and an amendment shall have been executed and delivered by the Borrowe r, the Administrative Agent and the Required Lenders, all financial covenants, standards and terms in this Agreement shall continue to be calculated or construed a s if such Accounting Changes had not occurred. “Accounting Changes” refers to changes in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants o r, if applicable, the SEC.
“Governmental Authority” means the government of the United States of America, any other nation or any political subdivision th e reof, whether state or local, and any agenc y, authorit y, instrumentalit y, regulatory bod y, court, central bank or other entity exerc i sing executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.
“Guarantee Agreement” means, collectivel y, the Guarantee Agreement, substantially in the form of Exhibit C attached hereto, to be executed by certain Subsidiaries in accordance with the terms of this Agreement.
“Guarantor” means each Subsidiary that is a party to the Guarantee Agreement.
17

“Hazardous Materials” means (a) petroleum and petroleum products, byproducts or breakdown products, radioactive materials, asbe s tos- containing materials, polychlorinated biphenyls and radon gas, and (b) any other chemicals, materials or substances designated, classified or regulated as hazardous or toxic or as a pollutant or contaminant (or terms of similar meaning), under any Requirement of La w.
“Hedge Agreement” means any interest rate swap, exchange or cap agreement.
“Increased Facility Activation Notice” means a notice substantially in the form of Exhibit G-1.
“Increased Facility Closing Date” means any Business Day designated as such in an Increased Facility Activation Notice.
“Increasing Lender Supplement” has the meaning assigned to such term in Section 2.18(b).
“Incumbent Board” has the meaning assigned to such term in the definition of “Change of Control.”
“Indebtedness” of a Person means, without duplication, (i) obligations of such Person for borrowed mone y, (ii) obligations of s u ch Person representing the deferred purchase price of Property or services (other than accounts payable arising in the ordinary course of such Person’s business payable), (iii) Indebtedness of others, whether or not assumed, secured by Liens on any Property now or hereafter owned or acq u ired by such Person, (iv) obligations of such Person which are evidenced by notes, bonds, debentures, or other similar instruments, (v) net liabili t ies of such Person under Hedge Agreements, valued at the Agreement V alue thereof, (vi) Contingent Obligations of such Person, in respect of Indebtedness of others and
(vii) recourse obligations of such Person created through outstanding under asset securitization financing programs. The amount of any Indebtedness under clause (iii) shall (unless such Indebtedness has been assumed by such Person) be deemed to be the lesser of (x) the amou n t of the relevant Indebtedness secured by such a Lien and (y) the fair market value of such Property securing such Indebtedness, as determined by such Person in good faith.
“Indemnified Liabilities” has the meaning assigned to such term in Section 10.05(a).
“Indemnified T axes” means (a) T axes, other than Excluded T axes, imposed on or with respect to any payment made by or on account of any obligation of any Loan Party under any Loan Document and (b) to the extent not otherwise described in (a), Other T axes.
“Indemnitee” has the meaning assigned to such term in Section 10.05(a).
“Index Debt” means senio r, unsecured, non-credit enhanced long-term debt issued by the Borrowe r. “Individual L/C Sublimit” has the meaning assigned to such term in the definition of “L/C Sublimit”.
“Information” has the meaning assigned to such term in Section 10.15.
“Initial Extended Maturity Date” has the meaning assigned to such term in Section 2.1 9(a).
18

“Interest Election Request” means a request by the Borrower to convert or continue a Borrowing in accordance with Section 2.05.
“Interest Payment Date” means (a) with respect to any ABR Loan, the last day of each March, June, September and Decembe r, (b) w i th respect to any RFR Loan, (1) each date that is on the numerically corresponding day in each calendar month that is one month a f ter the Borrowing of such Loan (o r, if there is no such numerically corresponding day in such month, then the last day of such month) and (2) the M a turity Date and (c) with respect to any T erm Benchmark Loan, the last day of each Interest Period applicable to the Borrowing of which such Loan is a p a rt and, in the case of a T erm Benchmark Borrowing with an Interest Period of more than three months’ duration, each day prior to the last day of such I n terest Period that occurs at intervals of three months’ duration after the first day of such Interest Period and the Maturity Date.
“Interest Period” means with respect to any T erm Benchmark Borrowing, the period commencing on the date of such Borrowing and ending on the numerically corresponding day in the calendar month that is one (1), three (3) or six (6) months thereafter (in e ach case, subject to the availability for the Benchmark applicable to the relevant Loan or Commitment for any Agreed Currency), as the Borrower may elect; p rovided, that (i) if any Interest Period would end on a day other than a Business Da y, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the n e xt preceding Business Da y,(ii) any Interest Period that commences on the last Business Day of a calendar month (or on a day for which there is no nu m erically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such I nterest Period and (iii) no tenor that has been removed from this definition pursuant to Section 2.1 1(e) shall be available for specification in such Borr o wing Request or Interest Election Request. For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and thereafter shall be the e f fective date of the most recent conversion or continuation of such Borrowing.
“IRS” means the Internal Revenue Service.
“Issuing Bank” means each of JPMo r gan Chase Bank, N.A., Bank of America, N.A., The Bank of Nova Scotia, Citibank, N.A., W ells Fa r go Bank, National Association, T ruist Bank and any other Lender approved by the Administrative Agent and the Borrower that h as agreed in its sole discretion to act as an “Issuing Bank” hereunde r, or any of their respective a f filiates, in each case in its capacity as issuer of any Letter of Credit. Each reference herein to “the Issuing Bank” shall be deemed to be a reference to the relevant Issuing Bank.
“Judgment Currency” has the meaning assigned to such term in Section 10.20(a).
“Judgment Currency Conversion Date” has the meaning assigned to such term in Section 10.20(a).
“L/C Exposure” means, at any time, the total L/C Obligations. The L/C Exposure of any Lender at any time shall be an amount equ a l to its Aggregate Exposure Percentage of the total L/C Exposure at such time; p rovided that in the case of Section 2.16 when a Defaulting Lender shall exist, the L/C Exposure of any Lender shall be adjusted to give e f fect to any reallocation e f fected pursuant to Section 2.16.
“L/C Obligations” means at any time, an amount equal to the sum of (a) the aggregate then undrawn and unexpired amount of the t h en outstanding Letters of Credit and (b) the aggregate amount of drawings under Letters of Credit that have not then been reimbur s ed pursuant to Section 3.05.
19

“L/C Participants” means the collective reference to all the Lenders other than the Issuing Banks.
“L/C Sublimit” means an amount equal to the lesser of (a) $125,000,000 and (b) the remaining outstanding Commitments; p rovided that, with respect to each Person acting as an Issuing Bank as of the E f fective Date, there shall be an individual L/C Sublimit (the “Individual L/C Sublimit”) in an amount not to exceed the amount set forth under the heading “Individual L/C Sublimit” opposite such Issuing Bank’s name o n Schedule 2.01(b). The L/C Sublimit is part of, and not in addition to, the Commitments and each Issuing Bank’s Individual L/C Sublimit is part o f, and not in addition to such Issuing Bank’s (or its A f filiate’s) Commitments.
“Lender A f filiate” means (a) any A f filiate of any Lende r, (b) any Person that is administered or managed by any Lender or any A f filiate of any Lender and that is engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business, or (c) with respect to any Lender which is a fund that invests in commercial loans and similar extensions of credit, any other fund that invests in commercial loans and similar extensions of credit and is managed or advised by the same investment a dvisor as such Lender or by an A f filiate of such Lender or investment adviso r.
“Lende r-Related Person” has the meaning assigned to such term in Section 10.05(b).
“Lenders” means the Persons listed on Schedule 2.01 and any other Person that shall have become a party hereto pursuant to an Assignment and Acceptance, other than any such Person that ceases to be a party hereto pursuant to an Assignment and Acceptanc e. Unless the context otherwise requires, each reference herein to the Lenders shall be deemed to include any Conduit Lender and any Issuing Bank.
“Letters of Credit” has the meaning assigned to such term in Section 3.01(a).
“Liabilities” means any liabilities, losses, claims (including intraparty claims), demands, damages, penalties, actions, judgme n ts, suits, costs, expenses, or disbursements of any kind.
“Lien” means any lien (statutory or other), mortgage, pledge, hypothecation, encumbrance or other security interest of any kind or nature whatsoever (including, without limitation, the interest of a vendor or lessor under any conditional sale, capital lease or oth e r title retention agreement).
“LLC” means any Person that is a limited liability company under the laws of its jurisdiction of formation. “Loan Documents” means this Agreement, the Guarantee Agreement and the Notes, if an y.
“Loan Parties” means the collective reference to the Borrower and each Guaranto r.
“Loans” means the Dollar Revolving Loans, Euro Revolving Loans and Sterling Revolving Loans made by the Lenders to the Borrower pursuant to this Agreement.
“Local T ime” means (a) with respect to a Loan or Letter of Credit denominated in Dollars, New Y ork City time and (b) with respe c t to a
Loan or Letter of Credit denominated in Euros or Pounds Sterling, London time.
20

“Long T erm Debt” means, as of any date with respect to any Person, all liabilities of such Person outstanding on such date which would in accordance with GAAP be classified as long term debt of such Person (including, without limitation, finance lease obligations o f such Person).
“Ma r gin Stock” has the meaning assigned to such term in Regulation U.
“Material Acquisition” means an Acquisition the aggregate cash consideration for which is equal to or greater than $250,000,000. “Material Adverse E f fect” means a material adverse e f fect on (i) the business, Propert y, financial condition or results of oper a tions of the
Borrower and its consolidated Subsidiaries taken as a whole, (ii) the ability of the Borrower to perform its payment obligations under the Loan Documents, or (iii) the validity or enforceability of any of the Loan Documents to which Borrower or any of the Significant Su b sidiaries is a party or the rights or remedies of the Administrative Agent or the Lenders thereunde r.
“Material Indebtedness” means Indebtedness (other than the Loans or other Obligations) of any one (1) or more of the Borrower a n d its consolidated Subsidiaries in an aggregate principal amount exceeding $200,000,000 225,000,000 (or the equivalent thereof in any other currency).
“Maturity Date” means March 15, 2029 2030, or if such date is not a Business Da y, the next preceding Business Da y, as the same may be extended (in the case of each Lender consenting thereto) pursuant to Section 2.19.
“Maximum Rate” has the meaning assigned to such term in Section 10.17.
“Moody’s” means Moody’s Investors Service, Inc., o r, if Moody’s shall cease rating Index Debt of the Borrower and its ratings business with respect to Index Debt of the Borrower shall have been transferred to a successor Person, such successor Person; p rovided, howeve r, that if Moody’s ceases rating securities similar to Index Debt of the Borrower and its ratings business with respect to such securities shall n ot have been transferred to any successor Person, then “Moody’s” shall mean any other nationally recognized rating agency (other than S&P) selected by the Borrower and reasonably satisfactory to the Administrative Agent that rates any Indebtedness of the Borrowe r.
“Multiemployer Plan” means a Plan that is a multiemployer plan as defined in Section 4001(a)(3) of ERISA.
“New Lender Supplement” has the meaning assigned to such term in Section 2.18(b). “New Lenders” has the meaning assigned to such term in Section 2.18(b).
“New Y ork Fed” means the Federal Reserve Bank of New Y ork.
“New Y ork Fed Bank Rate” means, for any da y, the greater of (a) the Federal Funds E f fective Rate in e f fect on such day and (b) t he Overnight Bank Funding Rate in e f fect on such day (or for any day that is not a Business Da y, for the immediately preceding Bu s iness Day); provided that if none of such rates are published for any day that is a Business Da y, the term “New Y ork Fed Bank Rate” means the rate f or a federal funds transaction quoted at 1 1:00 a.m. on such day received by the Administrative Agent from a federal funds broker of recognized st a nding selected by it;
p rovided, furthe r, that if any of the aforesaid rates as so determined be less than zero, such rate shall be deemed to be zero for purpo s es of this
Agreement.
21

“Non-Extending Lender” has the meaning assigned to such term in Section 2.1 9(b). “Non-U.S. Lender” has the meaning assigned to such term in Section 2.14(f)(ii)(B).
“Notes” means any promissory notes executed by the Borrower in favor of a Lender party hereto pursuant to Section 2.07(e).
“Obligations” means the unpaid principal of and interest on (including interest accruing after the maturity of the Loans and in t erest accruing after the filing of any petition in bankruptc y, or the commencement of any insolvenc y, reo r ganization or like proceeding, relating to the Borrowe r, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) the Loans, the Reimb u rsement Obligations and all other obligations and liabilities of the Borrower to the Administrative Agent or to any Lende r, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise unde r, out of, or in connection with, this Agreement, any other Loan Document, the Letters of Credit or any other document made, delivered or given in connection herewith or therewith, whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs or expenses (including all fees, cha r ges and disbursements of co u nsel to the Administrative Agent or to any Lender that are required to be paid by the Borrower pursuant hereto).
“Other T axes” means any and all present or future stamp, court or documentar y, intangible, recording, filing or similar taxes a r ising from any payment made hereunder or from the execution, deliver y, performance, registration or enforcement of, or otherwise with res p ect to, this Agreement or any other Loan Document.
“Overnight Bank Funding Rate” means, for any da y, the rate comprised of both overnight federal funds and overnight eurodollar transactions denominated in Dollars by U.S.–managed banking o f fices of depository institutions (as such composite rate shall be determined by the New Y ork Fed as set forth on its public website from time to time) and published on the next succeeding Business Day by the New Y o r k Fed as an overnight bank funding rate.
“Overnight Rate” means, for any da y, (a) with respect to any amount denominated in Dollars, the New Y ork Fed Bank Rate and (b) w ith respect to any amount denominated in an Alternative Currenc y, an overnight rate determined by the Administrative Agent or the I ssuing Banks, as the case may be, in accordance with banking industry rules on interbank compensation.
“Participant” has the meaning assigned to such term in Section 10.06(b). “Participant Register” has the meaning assigned to such term in Section 10.06(b). “Participating Member State” means each state so described in any EMU legislation.
“Patriot Act” means the USA Patriot Act, T itle III of Pub. L. 107-56, signed into law on October 26, 2001. “Payment” has the meaning assigned to it in Section 9.06(b)(i).
“Payment Notice” has the meaning assigned to it in Section 9.06(b)(ii).
“PBGC” means the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of T itle IV of ERISA (or any successor).
22

“Person” means any natural person, corporation, limited liability compan y, trust, joint venture, association, compan y, partners h ip, Governmental Authority or other entit y.
“Plan” means at a particular time, any employee benefit plan covered by Section 3(3) of ERISA (including a Single Employer Plan), maintained for employees of any Loan Party or any ERISA A f filiate or any such Plan to which any Loan Party or any ERISA A f fili a te is required to contribute on behalf of any of its employees.
“Pounds Sterling” or “£” mean the lawful currency of the United Kingdom of Great Britain and Northern Ireland. “Pricing Grid” means as follows:

Level | Index Debt Ratings | Applicable Rate (T erm Benchmark Loan) | Applicable Rate (RFR Loan) | Applicable Rate (ABR Loan) | Commitment Fee Rate
Level 1 | > A-from S&P or > A3 from Moody’s | 0.875% | 0.875% | 0.00% | 0.08%
Level 2 | BBB+ from S&P or Baa1 from Moody’s | 1.00% | 1.00% | 0.00% | 0.09%
Level 3 | BBB from S&P or Baa2 from Moody’s | 1.25 1.125% | 1.25 1.125% | 0.25 0.125% | 0.1 1%
Level 4 | BBB-from S&P or Baa3 from Moody’s | 1.375 1.25% | 1.375 1.25% | 0.375 0.25% | 0.15%
Level 5 | < BBB-from S&P and < Baa3 from Moody’s | 1.625 1.50% | 1.625 1.50% | 0.625 0.50% | 0.20%

For purposes of the foregoing, (i) if the ratings established or deemed to have been established by Moody’s and S&P for the In d ex Debt shall be changed (other than as a result of a change in the rating system of Moody’s or S&P), such change shall be e f fective as of the third Business Day following the date on which it is first announced by the applicable rating agency; (ii) if the ratings established or deemed to have been established by Moody’s and S&P for the Index Debt shall fall within di f ferent Levels, the Applicable Rate shall be based on the higher of the two (2) ratings unless one (1) of the two (2) ratings is two (2) or more Levels lower than the othe r, in which case the Applicable Rate shall be determin e d by reference to the Level next below that of the higher of the two (2) ratings; and (iii) if either Moody’s or S&P shall not have in e f fect a rating for the Index Debt (other than by reason of the circumstances referred to in the last sentence of this definition), then such rating agency shall be deemed to h a ve established a rating in Level 5. Each change in the Applicable Rate shall apply during the period commencing on the e f fective date of such change and ending on the date immediately preceding the e f fective date of the next such change. If the rating system of Moody’s or S&P shall change, the Bor r ower and the Lenders shall negotiate in good faith to amend this definition to reflect such changed rating system and, pending the e f fectiveness of any such amendment, the Applicable Rate shall be determined by reference to the rating most recently in e f fect prior to such change.
23

“Prime Rate” means the rate of interest last quoted by The W all Street Journal as the “Prime Rate” in the U.S. o r, if The W all S treet Journal ceases to quote such rate, the highest per annum interest rate published by the Board in Federal Reserve Statistical Release H.15 (519) (Selected Interest Rates) as the “bank prime loan” rate o r, if such rate is no longer quoted therein, any similar rate quoted therein (as determi n ed by the Administrative Agent) or any similar release by the Board (as determined by the Administrative Agent); each change in the Prime Rate shall be e f fective from and including the date such change is publicly announced or quoted as being e f fective.
“Property” of a Person means any and all property of such Person, whether real, personal, tangible, intangible, or mixed, and o t her assets owned or leased by such Person, including cash, securities, accounts, and contract rights.
“PTE” means a prohibited transaction class exemption issued by the U.S. Department of Labo r, as any such exemption may be amend e d from time to time.
“Recipient” means (a) the Administrative Agent, (b) any Lender and (c) any Issuing Bank, as applicable.
“Reference T ime” with respect to any setting of the then-current Benchmark means (1) if such Benchmark is the T erm SOFR Rate, 5:00 a.m. (Chicago time) on the day that is two U.S. Government Securities Business Days preceding the date of such setting, (2) if such Benchmark is EURIBOR Rate, 1 1:00 a.m. Brussels time two T ARGET Days preceding the date of such setting, (3) if the RFR for such Benchmark is SONIA, then four Business Days prior to such setting, (4) if, following a Benchmark T ransition Event and Benchmark Replacement Date with r e spect to the T erm SOFR Rate, the RFR for such Benchmark is Daily Simple SOFR, then four RFR Business Days prior to such setting, or (5) if such Benchmark is none of the T erm SOFR Rate, the EURIBOR Rate, SONIA or Daily Simple SOFR, the time determined by the Administrative Agent in its re a sonable discretion.
“Register” has the meaning assigned to such term in Section 10.06(d).
“Regulation U” means Regulation U of the Board as from time to time in e f fect and any successor or other regulation or o f ficial interpretation of the Board relating to the extension of credit by banks and/or nonbank lenders other than brokers or dealers t hat is (i) for the purpose of purchasing or carrying Ma r gin Stock or (ii) secured by Ma r gin Stock, and that is applicable to member banks of the Federal Res e rve System and/or nonbank lenders other than brokers or dealers.
“Regulation X” means Regulation X of the Board as from time to time in e f fect. “Regulatory Authority” has the meaning assigned to such term in Section 10.15.
“Reimbursement Obligation” means the obligation of the Borrower to reimburse the Issuing Banks pursuant to Section 3.05 for amo u nts drawn under Letters of Credit.
“Related Parties” means, with respect to any specified Person, such Person’s A f filiates and the respective directors, o f ficers, employees, agents and advisors of such Person and such Person’s A f filiates.
“Relevant Governmental Body” means (i) with respect to a Benchmark Replacement in respect of Loans denominated in Dollars, the Board and/or the New Y ork Fed, or a committee o f ficially endorsed or convened by the Board and/or the New Y ork Fed o r, in each case, any successor thereto, (ii) with respect to a Benchmark Replacement in respect of Loans denominated in Pounds Sterling, the Bank of England, or a committee o f ficially endorsed or convened by the Bank of England o r, in each case, any successor theret o, and (iii) with respect to a Benchmark Replacement in respect of Loans denominated in Euros, the European Central Bank, or a committee o f ficially endorsed or convened by the Europe a n Central Bank o r, in each case, any successor thereto.
24

“Relevant Rate” means (i) with respect to any T erm Benchmark Borrowing denominated in Dollars, the Adjusted T erm SOFR Rate, (ii) with respect to any T erm Benchmark Borrowing denominated in Euros, the Adjusted EURIBOR Rate or (iii) with respect to any Borrowing denominated in Pounds Sterling or Dollars, the applicable Adjusted Daily Simple RFR, as applicable.
“Relevant Screen Rate” means (i) with respect to any T erm Benchmark Borrowing denominated in Dollars, the T erm SOFR Reference
Rate or (ii) with respect to any T erm Benchmark Borrowing denominated in Euros, the EURIBOR Screen Rate.
“Reportable Event” means any of the events set forth in Section 4043(c) of ERISA, other than those events for which the thirty (30) day notice period has been waived under the applicable regulations.
“Required Lenders” means, at any time, Lenders having Credit Exposures and unused Commitments representing more than fifty perc e nt
(50%) of the sum of the total Credit Exposures and unused Commitments at such time.
“Requirement of Law” means, as to any Person, any la w, treat y, rule or regulation or determination of an arbitrator or a court o r other Governmental Authorit y, in each case applicable to or binding upon such Person or any of its Property or to which such Person o r any of its Property is subject.
“Resolution Authority” means an EEA Resolution Authority o r, with respect to any UK Financial Institution, a UK Resolution Auth o rit y. “Responsible O f ficer” means the chief executive o f fice r, the president, any executive or senior vice president or vice preside n t or a
Financial O f ficer of the Borrowe r.
“Restricted Ma r gin Stock” means Ma r gin Stock owned by the Borrower or any Subsidiary which represents not more than twenty-five percent (25%) of the aggregate value (determined in accordance with Regulation U), on a consolidated basis, of the Property and assets of the Borrower and the Subsidiaries (other than Ma r gin Stock) that is subject to the provisions of Article VII (including Section 7.01).
“Revaluation Date” shall mean (a) with respect to any Loan denominated in any Alternative Currenc y, each of the following: (i) t he date of the Borrowing of such Loan and (ii) (A) with respect to any T erm Benchmark Loan, each date of a conversion into or continuation of such Loan
pursuant to the terms of this Agreement and (B) with respect to any RFR Loan, each date that is on the numerically correspondi n g day in each calendar month that is one month after the Borrowing of such Loan (o r, if there is no such numerically corresponding day in such month, then the last day of such month); (b) with respect to any Letter of Credit denominated in an Alternative Currenc y, each of the following: (i) the date on which such Letter of
Credit is issued, (ii) the first Business Day of each calendar month and (iii) the date of any amendment of such Letter of Cre d it that has the e f fect of increasing the face amount thereof; and (c) any additional date as the Administrative Agent may determine at any time when an Event of Default exists.
“RFR” means, for any RFR Loan denominated in (a) Pounds Sterling, SONIA and (b) Dollars, Daily Simple SOFR. “RFR Borrowing” means, as to any Borrowing, the RFR Loans comprising such Borrowing.
25

“RFR Business Day” means, for any Loan denominated in (a) Pounds Sterling, any day except for (i) a Saturda y, (ii) a Sunday or (iii) a day on which banks are closed for general business in London, and (b) Dollars, a U.S. Government Securities Business Da y.
“RFR Interest Day” has the meaning specified in the definition of “Daily Simple RFR”.
“RFR Loan” means a Loan that bears interest at a rate based on the Adjusted Daily Simple RFR.
“S&P” means Standard & Poo r’s Financial Services LLC, a subsidiary of S&P Global Inc., o r, if S&P shall cease rating Index Debt of the
Borrower and its ratings business with respect to Index Debt of the Borrower shall have been transferred to a successor Person, such successor Person;
p rovided, howeve r, that if S&P ceases rating securities similar to Index Debt of the Borrower and its ratings business with respect to s u ch securities shall not have been transferred to any successor Person, then “S&P” shall mean any other nationally recognized rating agency (other t han Moody’s) selected by the Borrower and reasonably satisfactory to the Administrative Agent that rates any Indebtedness of the Borrowe r.
“Sanctioned Country” means, at any time, a countr y, region or territory which is itself the subject or ta r get of any Sanctions (at the time of this Agreement, the Crimea Region of Ukraine, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, Cuba, Iran, North Korea and Syria).
“Sanctioned Person” means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by the O f fice of Foreign Assets Control of the U.S. Department of the T reasur y, the U.S. Department of State, the European Union, His Majest y’s T reasury of the United Kingdom, the United Nations Security Council or the Government of Canada or any of its agencies or departments, (b) any Person operating, o r ganized or resident in a Sanctioned Country or (c) any Person controlled by any such Person or Persons described in the fore g oing clauses (a) or (b).
“Sanctions” means all international economic sanctions administered or enforced by (a) the U.S. government, including those adm i nistered by the O f fice of Foreign Assets Control of the U.S. Department of the T reasury or the U.S. Department of State, (b) the Europe a n Union or His
Majesty’s T reasury of the United Kingdom, (c) the United Nations Security Council or (d) the Government of Canada or any of its agencies or departments.
“SEC” means the Securities and Exchange Commission or any successor thereto.
“Significant Subsidiary” means any Subsidiary that would meet the definition of “significant subsidiary” contained as of the da t e hereof in
Regulation S-X of the SEC, excluding, howeve r, any Foreign Subsidiary Holding Compan y.
“Single Employer Plan” means any Plan that is covered by T itle IV of ERISA or Sections 412 or 430 of the Code or Sections 302 or 303 of
ERISA, but that is not a Multiemployer Plan.
“SOFR” means, with respect to any Business Da y, a rate per annum equal to the secured overnight financing rate for such Business Day published by the SOFR Administrator on the SOFR Administrato r’s W ebsite on the immediately succeeding business da y.
“SOFR Administrator” means the New Y ork Fed (or a successor administrator of the secured overnight financing rate).
26

“SOFR Administrato r’s W ebsite” means the New Y ork Fed’s website, currently at http://ww w.newyorkfed.o rg, or any successor source for the secured overnight financing rate identified as such by the SOFR Administrator from time to time.
“SOFR Determination Date” has the meaning specified in the definition of “Daily Simple SOFR”. “SOFR Rate Day” has the meaning specified in the definition of “Daily Simple SOFR”.
“SONIA” means, with respect to any Business Da y, a rate per annum equal to the Sterling Overnight Index A verage for such Busine s s Day published by the SONIA Administrator on the SONIA Administrato r’s W ebsite on the immediately succeeding Business Da y.
“SONIA Administrator” means the Bank of England (or any successor administrator of the Sterling Overnight Index A verage).
“SONIA Administrato r’s W ebsite” means the Bank of England’s website, currently at http://ww w.bankofengland.co.uk, or any succes s or source for the Sterling Overnight Index A verage identified as such by the SONIA Administrator from time to time.
“Specified Guarantors” means Federal Express Corporation, FedEx Ground Package System, Inc., FedEx Freight Corporation, FedEx Freight, Inc., FedEx Corporate Services, Inc., and FedEx O f fice and Print Services, Inc., and, in each case, any other Person to which any such Specified Guarantor sells, transfers or otherwise disposes of all or substantially all of its assets or into which such Specified Guaran t or is me r ged or consolidated; provided that, on and after Consummation of the Freight Separation, none of Freight SpinCo or any of its subsidiaries shall co n stitute a Specified Guaranto r.
“Statutory Reserve Rate” means a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the number one minus the aggregate of the maximum reserve percentage (including any ma r ginal, special, eme r gency or s u pplemental
reserves) expressed as a decimal established by the Board to which the Administrative Agent is subject with respect to the Adj u sted EURIBOR Rate, for eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D) or any other reserve ratio or analo g ous requirement of any central banking or financial regulatory authority imposed in respect of the maintenance of the Commitments or the funding of t h e Adjusted EURIBOR Rate Loans. Such reserve percentage shall include those imposed pursuant to Regulation D. T erm Benchmark Loans for which the a s sociated
Benchmark is adjusted by reference to the Statutory Reserve Rate (per the related definition of such Benchmark) shall be deemed to constitute eurocurrency funding and to be subject to such reserve requirements without benefit of or credit for proration, exemptions or o f fsets that may be available from time to time to any Lender under Regulation D or any comparable regulation. The Statutory Reserve Rate shall be adjusted automatically on and as of the e f fective date of any change in any reserve percentage.
“Sterling Revolving Loans” has the meaning assigned to such term in Section 2.01.
“subsidiary” of a Person means (i) any corporation or similar business o r ganization more than fifty percent (50%) of the outsta n ding V oting Stock of which shall at the time be owned or controlled, directly or indirectl y, by such Person or by one (1) or more of its subsidiaries or by such Person and one (1) or more of its subsidiaries, or (ii) any partnership, association, joint venture or similar business o r gani z ation more than fifty percent (50%) of the ownership interests having power to direct the ordinary a f fairs thereof of which shall at the time be so owned or controlled.
27

“Subsidiary” means any subsidiary of the Borrowe r.
“T2” means the real time gross settlement system operated by the Eurosystem, or any successor system.
“T ARGET Day” means any day on which T2 (o r, if such payment system ceases to be operative, such other payment system (if any)
reasonably determined by the Administrative Agent to be a suitable replacement) is open for the settlement of payments in Euro.
“T axes” means any and all present or future taxes, levies, imposts, duties, deductions, cha r ges, fees, withholdings (including b ackup withholdings), assessments or similar cha r ges imposed by any Governmental Authorit y, including any interest, additions to tax o r penalties applicable thereto.
“T erm Benchmark” 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 Adjusted T erm SOFR Rate or the Adjusted EURIBOR Rate. “T erm SOFR Determination Day” has the meaning assigned to it under the definition of “T erm SOFR Reference Rate”.
“T erm SOFR Rate” means, with respect to any T erm Benchmark Borrowing denominated in Dollars and for any tenor comparable to the applicable Interest Period, the T erm SOFR Reference Rate at approximately 5:00 a.m., Chicago time, two U.S. Government Securit i es Business Days prior to the commencement of such tenor comparable to the applicable Interest Period, as such rate is published by the CME T erm SOFR Administrator; provided that if the T erm SOFR Rate as so determined would be less than the Floo r, such rate shall be deemed to be equal to the Floor for the purpo s es of this Agreement.
“T erm SOFR Reference Rate” means, for any day and time (such da y, the “T erm SOFR Determination Day”), with respect to any T erm Benchmark Borrowing denominated in Dollars and for any tenor comparable to the applicable Interest Period, the rate per annum p ublished by the CME T erm SOFR Administrator and identified by the Administrative Agent as the forward-looking term rate based on SOFR. If by 5:00 p m (New Y ork City time) on such T erm SOFR Determination Da y, the “T erm SOFR Reference Rate” for the applicable tenor has not been published by t h e CME T erm SOFR Administrator and a Benchmark Replacement Date with respect to the T erm SOFR Rate has not occurred, then, so long as such day is otherwise a U.S. Government Securities Business Da y, the T erm SOFR Reference Rate for such T erm SOFR Determination Day will be the T erm SO F R Reference Rate as published in respect of the first preceding U.S. Government Securities Business Day for which such T erm SOFR Reference Rate was published by the CME T erm SOFR Administrato r, so long as such first preceding Business Day is not more than five (5) U.S. Government Securities Business Days prior to such T erm SOFR Determination Da y.
“Three-Y ear Credit Agreement” means the Three-Y ear Credit Agreement, dated as of March 15, 2024, among the Borrowe r, the lenders from time to time parties thereto and JPMo r gan Chase Bank, N.A., as administrative agent, and as further amended, restated or o therwise modified from time to time.
“T otal Leverage Ratio” means, at any date of determination, the ratio of (a) Consolidated T otal Debt on such day to (b) Consoli d ated
EBITDA as at the last day of any period of four consecutive fiscal quarters of the Borrowe r.
“T ransactions” means the execution, delivery and performance by each Loan Party of the Loan Documents to which it is a party and the borrowing of Loans by the Borrowe r.
28

“T ransferee” means any Assignee or Participant.
“T ype” when used in reference to any Loan or Borrowing, refers to whether the rate of interest on such Loan, or on the Loans co m prising such Borrowing, is determined by reference to the Adjusted T erm SOFR Rate, the Adjusted EURIBOR Rate, the Alternate Base Rate or the Adjusted Daily Simple RFR.
“UK Financial Institution” means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended from time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any person falling within IFPRU 1 1.6 of the FCA Ha n dbook (as
amended from time to time) promulgated by the United Kingdom Financial Conduct Authorit y, which includes certain credit institutions and investment firms, and certain a f filiates of such credit institutions or investment firms.
“UK Resolution Authority” means the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution.
“Unadjusted Benchmark Replacement” means the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment; p rovided that, if the Unadjusted Benchmark Replacement as so determined would be less than zero, such Unadjusted Benchmark Replacement will be deemed to be zero for the purposes of this Agreement.
“Undisclosed Administration” means in relation to a Lender or a Person that directly or indirectly controls such Lende r, the ap p ointment of an administrato r, provisional liquidato r, conservato r, receive r, trustee, custodian or other similar o f ficial by a supervisory authority or regulator under or based on the law in the country where such Lender or Person, as the case may be, is subject to home jurisdiction supervision if applicable law requires that such appointment is not to be publicly disclosed.
“Unrestricted Cash” means, as at any date of determination, the aggregate amount of cash and cash equivalents of the Borrower a n d its Subsidiaries included in the cash accounts that would be listed on the consolidated balance sheet of the Borrower and its Subs i diaries, determined on a consolidated basis in accordance with GAAP and as calculated consistent with the manner disclosed by the Borrower in its annual report on Form 10-K for the fiscal year ended May 31, 2023, to the extent such cash and cash equivalents are not (a) subject to a Lien securing any other Indebtedness or other obligations or (b) classified as “restricted”.
“Unrestricted Ma r gin Stock” means any Ma r gin Stock owned by the Borrower or any Subsidiary which is not Restricted Ma r gin Stock. “U.S. Government Securities Business Day” means any day except for (i) a Saturda y, (ii) a Sunday or (iii) a day on which the Se c urities
Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of
trading in United States government securities.
“V oting Stock” means all outstanding shares of capital stock of a Person entitled to vote generally in the election of director s. “W ithdrawal Liability” means liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multie m ployer
Plan, as such terms are defined in Part I of Subtitle E of T itle IV of ERISA.
“W ithholding Agent” means the Borrower and the Administrative Agent.
29

“W rite-Down and Conversion Powers” means (a) with respect to any EEA Resolution Authorit y, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Countr y, which wri t e-down and conversion powers are described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, any powers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Finan c ial Institution or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or o bligations of that person or any other person, to provide that any such contract or instrument is to have e f fect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers.
SECTION 1.02. Classification of Loans and Borrowings. For purposes of this Agreement, Loans may be classified and referred to by T ype (e.g., a “T erm Benchmark Loan” or “RFR Loan”) and Borrowings also may be classified and referred to by T ype (e.g., a “T erm Benchmark Borrowing” or “RFR Borrowing”).
SECTION 1.03. T erms Generall y. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have t he same meaning and e f fect as the word “shall”. Unless the context requires otherwise (a) any definition of or reference to any agreement, instrum e nt or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or o therwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein to a n y Person shall be
construed to include such Person’s successors and assigns, (c) the words “herein”, “hereof” and “hereunder”, and words of simi l ar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to A rticles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement, (e) any refe r ence to any la w, rule or regulation herein shall, unless otherwise specified, refer to such la w, rule or regulation as amended, modified or supplemented from time to time and
(f) the words “asset” and “property” shall be construed to have the same meaning and e f fect and to refer to any and all Proper t y.
SECTION 1.04. Accounting T erms; GAA P. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAA P, as in e f fect from time to time; p rovided that, if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the e f fect of any change occurring after the date hereof in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in e f fect and applied immediately before such change shall have become e f fective until such notice shall have been withdrawn or such provision amended in accordance herewith.
SECTION 1.05. Currency Conversion and Fluctuations.
(a) If more than one currency or currency unit are at the same time recognized by the central bank of any country as the lawful currency of that countr y, then (i) any reference in the Loan Documents to, and any obligations arising under the Loan Documents in, the cu r rency of that country shall be translated into or paid in the currency or currency unit of that country designated by the Administrative Agent and (i i) any translation from one currency or currency unit to another shall be at the o f ficial rate of exchange recognized by the central bank for conversion of that currency or currency unit into the othe r, rounded up or down (to the next 1/16 of 1%) by the Administrative Agent as it deems appropriate.
30

(b) If a change in any currency of a country occurs, this Agreement shall be amended (and each party hereto agrees to enter in t o any supplemental agreement necessary to e f fect any such amendment) to the extent that the Administrative Agent determines such amendment to be necessary to reflect the change in currency and to put the Lenders in the same position, so far as possible, that they would h a ve been in if no change in currency had occurred.
(c) The Administrative Agent or the Issuing Bank, as applicable, shall determine the aggregate amount of the Dollar Equivalents of T erm Benchmark Borrowings or RFR Borrowings or Letter of Credit extensions denominated in Alternative Currencies then outstanding (a fter giving e f fect to any Loans denominated in Alternative Currencies to be made or repaid on such date). Such Dollar Equivalent shall become e f fect i ve as of such Revaluation Date and shall be the Dollar Equivalent of such amounts until the next succeeding Revaluation Date to occu r. Except for purposes of financial statements delivered by the Borrower hereunder or calculating financial covenants hereunder or except as otherwise p r ovided herein, the applicable amount of any Agreed Currency (other than Dollars) for purposes of the Loan Documents shall be such Dollar Equivale n t amount as so determined by the Administrative Agent or the Issuing Bank, as applicable.
(d) Wherever in this Agreement in connection with a Borrowing, conversion, continuation or prepayment of a T erm Benchmark Loan or an RFR Loan or the issuance, amendment or extension of a Letter of Credit, an amount, such as a required minimum or multiple amou n t, is expressed in Dollars, but such Borrowing, Loan or Letter of Credit is denominated in an Alternative Currenc y, such amount shall be the Doll a r Equivalent of such amount (rounded to the nearest unit of such Alternative Currenc y, with 0.5 of a unit being rounded upward), as determined by t h e Administrative Agent or the Issuing Bank, as the case may be.
SECTION 1.06. Interest Rates; Benchmark Notification. The interest rate on a Loan denominated in dollars or an Alternative Currency may be derived from an interest rate benchmark that may be discontinued or is, or may in the future become, the subject of reg u latory reform. Upon the occurrence of a Benchmark T ransition Event, Section 2.1 1(b) provides a mechanism for determining an alternative rate of intere s t. The Administrative Agent does not warrant or accept any responsibility fo r, and shall not have any liability with respect to, the administration, submission, performance or any other matter related to any interest rate used in this Agreement, or with respect to any alternative or successor rate the r eto, or replacement rate thereof, including without limitation, whether the composition or characteristics of any such alternative, successor or replac e ment reference rate will be similar to, or produce the same value or economic equivalence of, the existing interest rate being replaced or have the same volume or liquidity as did any existing interest rate prior to its discontinuance or unavailabilit y. The Administrative Agent and its a f filiates and/or other related entities may engage in transactions that a f fect the calculation of any interest rate used in this Agreement or any alternative, successor or alter n ative rate (including any Benchmark Replacement) and/or any relevant adjustments thereto, in each case, in a manner adverse to the Borrowe r. The Adminis t rative Agent may select information sources or services in its reasonable discretion to ascertain any interest rate used in this Agreement, any component thereof, or rates referenced in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrowe r, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential d a mages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such ra t e (or component thereof) provided by any such information source or service.
31

SECTION 1.07. T ermination of the Existing Five-Y ear Credit Agreement. The parties to this Agreement agree that, on the E f fective Date, (i) all amounts payable under the Existing Five-Y ear Credit Agreement by the Borrower have been paid in full, (ii) all liabilities, obligations and indebtedness owing by the Borrower to the “Lenders” (as defined in the Existing Five-Y ear Credit Agreement) under the Existing Five-Y ear Credit Agreement shall be released, discha r ged and satisfied in full, (iii) the “Commitments” (as defined in the Existing Five-Y ear C r edit Agreement) under the Existing Five-Y ear Credit Agreement shall be terminated in full and (iv) all guarantees of the “Obligations” (as defined in the Existing Five-Y ear Credit Agreement) under each “Loan Document” (as defined in the Existing Five-Y ear Credit Agreement) created in connection with the E x isting Five-Y ear Credit Agreement shall be automatically terminated and released with no further action. Each Lender party hereto which is also party to the Existing
Five-Y ear Credit Agreement hereby waives compliance by the Borrower with the requirement of three (3) Business Days’ (as defin e d therein) notice thereunder for the termination of the Commitments (as defined therein) pursuant to Section 2.06 thereto.
SECTION 1.08. Letter of Credit Amounts. Unless otherwise specified herein, the amount of a Letter of Credit at any time shall b e deemed to be the Dollar Equivalent of the stated amount of such Letter of Credit available to be drawn at such time; provided that with respect to any Letter of Credit that, by its terms, provides for one or more automatic increases in the available amount thereof, the amount of such Le t ter of Credit shall be deemed to be the Dollar Equivalent of the maximum amount of such Letter of Credit after giving e f fect to all such increases, whether or not such maximum amount is available to be drawn at such time.
A R TICLE II THE CREDITS
SECTION 2.01. Commitments. Subject to the terms and conditions set forth herein, each Lender agrees to (i) make revolving credit loans denominated in Dollars (the “Dollar Revolving Loans”), (ii) make revolving credit loans denominated in Euros (the “Euro Revolving Loans”) and
(iii) make revolving credit loans denominated in Pounds Sterling (the “Sterling Revolving Loans”, together with the Euro Revolving Loans, the
“Foreign Currency Loans”) from time to time during the A vailability Period in an aggregate principal amount (based on, in the c a se of Foreign Currency Loans, the Dollar Equivalent of such Foreign Currency Loans) that will not result in (a) such Lende r’s Credit Exposure exceedi n g such Lende r’s Commitment, or (b) the sum of the total Credit Exposures exceeding the total Commitments. W ithin the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borro w, prepa y, and reborrow Loans.
SECTION 2.02. Loans and Borrowings. (a) Each Loan shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their respective Commitments. The failure of any Lender to make any Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be res p onsible for any other Lende r’s failure to make Loans as required.
(b) Subject to Section 2.1 1, each (i) Borrowing of Dollar Revolving Loans shall be comprised entirely of ABR Loans or T erm Ben c hmark Loans and (ii) Borrowing in any other Agreed Currency shall be comprised entirely of T erm Benchmark Loans or RFR Loans, as app l icable, in each case of the same Agreed Currenc y, as the Borrower may request in accordance herewith. Notwithstanding anything to the contrary contained herein, each Lender at its option may make any Loan by causing any domestic or foreign branch or Lender A f filiate to make such Loan; p rovided that any exercise of such option shall not a f fect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement.
32

(c) At the commencement of each Interest Period for any T erm Benchmark Borrowing, such Borrowing shall be in an aggregate amou n t that is an integral multiple of (i) in the case of Borrowings denominated in Dollars, $1,000,000 and not less than $5,000,000, (ii) in the case of Borrowings denominated in Pounds Sterling, £1,000,000 and not less than £5,000,000 and (iii) in the case of Borrowings denomin a ted in Euros,
€1,000,000 and not less than €5,000,000. At the time that each ABR Borrowing is made, such Borrowing shall be in an aggregate a mount that is an integral multiple of $1,000,000 and not less than $5,000,000; p rovided that an ABR Borrowing may be in an aggregate amount that is equal to the entire unused balance of the total Commitments. Borrowings of more than one (1) T ype may be outstanding at the same time; p rovided that there shall not at any time be more than a total of fifteen (15) T erm Benchmark Borrowings or RFR Borrowings outstanding.
(d) Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request, or to elect to conve r t or continue, any T erm Benchmark Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.
SECTION 2.03. Requests for Borrowings. T o request a Borrowing, the Borrower shall notify the Administrative Agent of such request by delivering an irrevocable written Borrowing Request in the form of Exhibit A (a)(i) in the case of a T erm Benchmark Borrowing which is a Dollar Revolving Loan, not later than 1 1:00 a.m., New Y ork City time, at least three (3) U.S. Government Securities Business Days bef o re the date of the proposed Borrowing, (ii) in the case of a T erm Benchmark Borrowing which is a Euro Revolving Loan, not later than 1 1:00 a.m., L ocal T ime, at least three (3) Business Days before the date of the proposed Borrowing and (iii) in the case of an RFR Borrowing which is a Sterling Revolving Loan, not later than 1 1:00 a.m., New Y ork City time, five (5) RFR Business Days before the date of the proposed Borrowing or (b) in the c ase of an ABR Borrowing, not later than 10:00 a.m., New Y ork City time, on the date of the proposed Borrowing; p rovided that each ABR Borrowing shall consist solely of Dollar Revolving Loans. Each such Borrowing Request shall specify the following information in compliance with Secti o n 2.02:
(i) the aggregate amount of the requested Borrowing;
(ii) the date of such Borrowing, which shall be a Business Day;
(iii) the currency of such Borrowing (which shall be Dollars, Euro or Pounds Sterling);
(iv) in the case of a Borrowing to be denominated in Dollars, whether such Borrowing is to be an ABR Borrowing or a T erm
Benchmark Borrowing;
(v) in the case of a T erm Benchmark Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; and
(vi) the location and number of the Borrowe r’s account to which funds are to be disbursed, which shall comply with the require m ents of Section 2.04.
If no election as to the currency of a Borrowing is specified, then the requested Revolving Borrowing shall be made in Dollars. If no election as to the T ype of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Peri o d is specified with respect to any requested T erm Benchmark Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one (1) month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section, the Administrative Agent shall ad v ise each Lender of the details thereof and of the amount of such Lende r’s Loan to be made as part of the requested Borrowing.
33

Notwithstanding the foregoing, in no event shall the Borrower be permitted to request pursuant to this Section 2.03, a CBR Loan o r, prior to a Benchmark T ransition Event and Benchmark Replacement Date with respect to the T erm SOFR Rate, an RFR Loan bearing interest based on Daily Simple SOFR (it being understood and agreed that a Central Bank Rate and Daily Simple SOFR shall only apply to the extent prov i ded in Sections
2.05(e) (solely with respect to the Central Bank Rate), 2.1 1(a) and 2.1 1(f)), as applicable.
SECTION 2.04. Funding of Borrowings. (a) Each Lender shall make (i) each Dollar Revolving Loan to be made by it hereunder on the proposed date thereof in Dollars solely by wire transfer of immediately available funds by 12:00 noon, New Y ork City time and (ii) each Euro Revolving Loan or Sterling Revolving Loan to be made by it hereunder on the proposed date thereof in Euro or Pounds Sterling, as applica b le, solely by wire transfer of immediately available funds by 12:00 noon, London time, in each case, to the account of the Administrative Agent m o st recently designated by it for such purpose by notice to the Lenders. The Administrative Agent will make such Loans available to the Borrower by pr o mptly crediting the amounts so received, in like funds, to an account of the Borrower maintained with the Administrative Agent in New Y ork City and designated by the Borrower in the applicable Borrowing Request.
(b) Unless, prior to the proposed time of any advance of any Borrowing, the Administrative Agent shall have received notice fr o m a
Lender that such Lender will not make available to the Administrative Agent such Lende r’s share of such Borrowing, or unless t h e Administrative Agent has knowledge that a Lender is a Defaulting Lende r, the Administrative Agent may assume that such Lender has made such share a v ailable on such date in accordance with paragraph (a) of this Section and ma y, in reliance upon such assumption, make available to the Borrower a c o rresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest th e reon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administ r ative Agent, at (i) in
the case of such Lende r, at a rate equal to the greater of (x) the applicable Overnight Rate and (y) a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation or (ii) in the case of the Borrowe r, the interest rate applic a ble to ABR Loans, or in the case of Alternative Currencies, in accordance with such market practice, in each case, as applicable; p rovided that, to the extent that the Borrower makes any such payment and the applicable Lender subsequently makes a corresponding payment, then the Borrower shall be entitl e d (without prejudice to any other rights that the Borrower may have against the applicable Lender) to receive any such payment (with inte r est) made by such Lende r. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lende r’s Loan incl u ded in such Borrowing.
SECTION 2.05. Interest Elections. (a) Each Borrowing initially shall be of the T ype and Agreed Currency specified in the applicable Borrowing Request and, in the case of a T erm Benchmark Borrowing, shall have an initial Interest Period as specified in such B o rrowing Request. Thereafte r, the Borrower may elect to convert such Borrowing to a di f ferent T ype or to continue such Borrowing and, in the case of a T erm Benchmark Borrowing, may elect Interest Periods therefo r, all as provided in this Section; p rovided that only T erm Benchmark Borrowings which are Dollar Revolving Loans may be converted into an ABR Borrowing. The Borrower may elect di f ferent options with respect to di f ferent por t ions of the a f fected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borr o wing, and the Loans comprising each such portion shall be considered a separate Borrowing.
34

(b) T o make an election pursuant to this Section, the Borrower shall notify the Administrative Agent of such election by deliv e ring an irrevocable written Interest Election Request in the form of Exhibit B by the time that a Borrowing Request would be required under Section 2.03 if the Borrower were requesting a Borrowing of the T ype resulting from such election to be made on the e f fective date of such electio n.
(c) Each Interest Election Request shall specify the following information in compliance with Section 2.02:
(i) the Agreed Currency and principal amount of Borrowing to which such Interest Election Request applies and, if di f ferent op t ions are being elected with respect to di f ferent portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);
(ii) the e f fective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;
(iii) in the case of a Borrowing to be denominated in Dollars, whether the resulting Borrowing is to be an ABR Borrowing or a T erm
Benchmark Borrowing; and
(iv) if the resulting Borrowing is a T erm Benchmark Borrowing, the Interest Period to be applicable thereto after giving e f fect to such election, which shall be a period contemplated by the definition of the term “Interest Period”.
If any such Interest Election Request requests a T erm Benchmark Borrowing but does not specify an Interest Period, then the Bo r rower shall be deemed to have selected an Interest Period of one (1) month’s duration.
Notwithstanding the foregoing, in no event shall the Borrower be permitted to request pursuant to this Section 2.08 2.05(c), a CBR Loan o r, prior to a Benchmark T ransition Event and Benchmark Replacement Date with respect to the T erm SOFR Rate, an RFR Loan bearing i n terest based on Daily Simple SOFR (it being understood and agreed that a Central Bank Rate and Daily Simple SOFR shall only apply to the extent provided in
Sections 2.05(e) (solely with respect to the Central Bank Rate), 2.1 1(a) and 2.1 1(f)), as applicable.
(d) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each Lender of the detai l s thereof and of such Lende r’s portion of each resulting Borrowing.
(e) If the Borrower fails to deliver a timely Interest Election Request with respect to (i) a T erm Benchmark Borrowing which is a Dollar Revolving Loan prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided h e rein, at the end of such Interest Period such Borrowing shall be converted to an ABR Borrowing or (ii) any other T erm Benchmark Borrowing in an Alterna t ive Currenc y, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall automatically be c o ntinued as a T erm Benchmark Borrowing in its original Agreed Currency and be converted to a T erm Benchmark Borrowing with an Interest Period of o ne (1) month’s duration. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Adminis t rative Agent, at the request of the Required Lenders, so notifies the Borrowe r, then, so long as an Event of Default is continuing (i) no outstandi n g Borrowing may be converted to or continued as a T erm Benchmark Borrowing and (ii) unless repaid, (A) each T erm
35

Benchmark Borrowing and each RFR Borrowing, in each case that is a Dollar Revolving Loan shall be converted to an ABR Borrowing at the end of the Interest Period applicable thereto and (B) each other T erm Benchmark Borrowing and each other RFR Borrowing, in each case deno m inated in an Alternative Currency shall bear interest at the Central Bank Rate for the applicable Agreed Currency plus the CBR Spread; prov i ded that, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Central B a nk Rate for the applicable Agreed Currency cannot be determined, any outstanding a f fected T erm Benchmark Loans denominated in any Agreed Curre n cy other than Dollars shall either be (a) converted to an ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent o f such Alternative Currency) at the end of the Interest Period, as applicable, therefor or (b) prepaid at the end of the applicable Interest Peri o d, as applicable, in full; provided that if no election is made by the Borrower by the earlier of (x) the date that is three Business Days after receipt b y the Borrower of such notice and (y) the last day of the current Interest Period for the applicable T erm Benchmark Loan, the Borrower shall be deemed to ha v e elected clause
(a) above.
SECTION 2.06. T ermination and Reduction of Commitments. (a) Unless previously terminated, the Commitments shall terminate on the
Maturity Date.
(b) The Borrower may at any time terminate, or from time to time reduce, the Commitments; p rovided that (i) each reduction of the
Commitments shall be in an amount that is an integral multiple of the Dollar Equivalent of $10,000,000 and not less than the D o llar Equivalent of
$20,000,000 and (ii) the Borrower shall not terminate or reduce the Commitments if, after giving e f fect to any concurrent prep a yment of the Loans in accordance with Section 2.08, the aggregate Credit Exposures of the Lenders would exceed the total Commitments; provided further that if, after giving e f fect to any reduction of the Commitments, (i) the L/C Sublimit exceeds the amount of Commitments, the L/C Sublimit shall be automatically reduced by the amount of such excess and (ii) if the Individual L/C Sublimit of any Issuing Bank exceeds the Commitments of such Issui n g Bank, such Issuing Bank’s Individual L/C Sublimit shall be automatically reduced by the amount of such excess. Except as provided above, the amou n t of any such Commitment reduction shall not be applied to the L/C Sublimit unless otherwise specified by the Borrowe r.
(c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three (3) Business Days prior to the e f fective date of such termination or reduction, specifying such election and the e f fective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. E ach notice delivered by the Borrower pursuant to this Section shall be irrevocable; p rovided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the e f fectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified e f fective date) if such condition is not satisfied. Any termination or r e duction of the Commitments shall be permanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments.
SECTION 2.07. Repayment of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay to the Administrative
Agent for the account of each Lender the then unpaid principal amount of each Loan in the same currency as the applicable Loan on the Maturity Date.
(b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Loan made by such Lende r, including the amounts of principal and interest payable and paid t o such Lender from time to time hereunde r.
36

(c) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunde r, the T ype thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the accou n t of the Lenders and each Lende r’s share thereof.
(d) The entries made in the accounts maintained pursuant to paragraph (b) or (c) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; p rovided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner a f fect the obligation of the Borrower to repay the Loans in accordance with the t e rms of this Agreement.
(e) Any Lender may request that Loans made by it be evidenced by a promissory note. In such event, the Borrower shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (o r, if requested by such Lende r, to such Len d er and its registered assigns) and in a form approved by the Administrative Agent. Thereafte r, the Loans evidenced by such promissory note and inter e st thereon shall at all times (including after assignment pursuant to Section 10.06) be represented by one (1) or more promissory notes in such form p a yable to the order of the payee named therein (o r, if such promissory note is a registered note, to such payee and its registered assigns).
SECTION 2.08. Prepayment of Loans. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part without incurring a prepayment penalt y, fee, or other cost (except as otherwise expressly set forth in this A g reement), subject to prior notice in accordance with paragraph (c) of this Section.
(b) If, on any Revaluation Date, the total Credit Exposures (based on the Dollar Equivalent thereof, in the case of Foreign Cu r rency Loans and Foreign Currency Letters of Credit) exceeds 105% of the Commitments, the Borrower shall, on such da y, prepay the Loans in a n amount equal to the lesser of (x) the amount of such excess and (y) the amount of such Loans.
(c) The Borrower shall notify the Administrative Agent in writing of any prepayment hereunder (i) (x) in the case of prepayment of a T erm Benchmark Borrowing denominated in Dollars, not later than 1 1:00 a.m., New Y ork City time, three (3) Business Days before the d ate of prepayment, (y) in the case of prepayment of a T erm Benchmark Borrowing denominated in Euros, not later than 12:00 p.m., New Y ork City tim e, three Business Days before the date of prepayment and (z) in the case of prepayment of an RFR Borrowing denominated in Pounds Sterling, not l a ter than 1 1:00 a.m., New Y ork City time, five (5) RFR Business Days before the date of prepayment, or (ii) in the case of prepayment of an ABR Borr o wing, not later than
1 1:00 a.m., New Y ork City time, one (1) Business Day before the date of prepayment. Each such notice shall be irrevocable and s hall specify the prepayment date, the T ype, currency and the principal amount of each Borrowing or portion thereof to be prepaid; p rovided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.06, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.06. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same T ype as provided in Section 2.02. Each p repayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.10 and any amounts due under Section 2.13.
37

SECTION 2.09. Fees. (a) The Borrower agrees to pay to the Administrative Agent for the account of each Lender a commitment fee, which shall accrue at the Applicable Rate on the daily undrawn amount of the Commitment of such Lender during the period from a nd including the E f fective Date to but excluding the date on which such Commitment terminates. Accrued commitment fees shall be payable in arrears in Dollars on each Fee Payment Date, commencing on the first such date to occur after the date hereof. All commitment fees shall be computed on the basis of a year of
360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).
(b) The Borrower agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times s eparately agreed upon between the Borrower and the Administrative Agent.
(c) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to an Issuing
Bank, in the case of fees payable to it). Fees paid shall not be refundable under any circumstances.
SECTION 2.10. Interest. (a) The Loans comprising each ABR Borrowing shall bear interest at a rate per annum equal to the Alternate
Base Rate plus the Applicable Rate.
(b) The Loans comprising each T erm Benchmark Borrowing shall bear interest in the case of a T erm Benchmark Loan, at the Adjusted T erm SOFR Rate or the Adjusted EURIBOR Rate, as applicable, for the Interest Period in e f fect for such Borrowing for the relev a nt currency plus the Applicable Rate.
(c) Each RFR Loan shall bear interest at a rate per annum equal to the applicable Adjusted Daily Simple RFR plus the Applicable Rate. (d) Notwithstanding the foregoing, if any principal of or interest on any Loan, Reimbursement Obligation or any fee or other a m ount
payable by the Borrower hereunder is not paid when due, whether at stated maturit y, upon acceleration or otherwise, such overd u e amount shall bear
interest, after as well as before judgment, at a rate per annum equal to (i) in the case of overdue principal of any Loan, two percent (2%) plus the rate otherwise applicable to such Loan as provided above, or (ii) in the case of any other amount, two percent (2%) plus the rate a p plicable to ABR Loans as provided above.
(e) Accrued interest on each Loan shall be payable in arrears in the currency of the applicable Loan on each Interest Payment D ate for such Loan; p rovided that (i) interest accrued pursuant to paragraph (d) of this Section shall be payable on demand, (ii) in the event of a ny repayment or prepayment of any Loan (other than a prepayment of an ABR Loan prior to the end of the A vailability Period), accrued interest o n the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment, (iii) in the event of any conversion of any T e r m Benchmark Loan prior to the end of the current Interest Period therefo r, accrued interest on such Loan shall be payable on the e f fective date of su c h conversion, and (iv) all accrued interest shall be payable upon termination of the Commitments.
(f) Interest computed by reference to the T erm SOFR Rate or Daily Simple SOFR or the EURIBOR Rate hereunder shall be computed o n the basis of a year of 360 days, except that (i) interest computed by reference to the Daily Simple RFR with respect to Pounds Sterling or the Alternate Base Rate at times when the Alternate Base Rate is based on the Prime Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year). In each case interest shall be payable for the actual number of days elapsed (including the first day but excluding the last day). All interest hereunder on any Loan shall be computed on a daily basis based upon the outstanding principal amount of such Loan as of the ap p licable date of determination. The applicable Alternate Base Rate, Adjusted T erm SOFR Rate, T erm SOFR Rate, Adjusted EURIBOR Rate, EURIBOR Rate, Adjusted Daily Simple RFR or Daily Simple RFR shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest erro r.
38

SECTION 2.1 1. Alternate Rate of Interest.
(a) Subject to clauses (b), (c), (d), (e) and (f) of this Section 2.1 1, if:
(i) the Administrative Agent determines (which determination shall be conclusive absent manifest error) (A) prior to the commencement of any Interest Period for a T erm Benchmark Borrowing, that adequate and reasonable means do not exist for ascert a ining the Adjusted T erm SOFR Rate, the T erm SOFR Rate, the Adjusted EURIBOR Rate or the EURIBOR Rate (including because the Relevant Screen Rate is not available or published on a current basis), for the applicable Agreed Currency and such Interest Period or (B) at a ny time, that adequate and reasonable means do not exist for ascertaining the applicable Adjusted Daily Simple RFR for the applicable Agreed Currency; or
(ii) the Administrative Agent is advised by the Required Lenders that (A) prior to the commencement of any Interest Period for a T erm Benchmark Borrowing, the Adjusted T erm SOFR Rate or the Adjusted EURIBOR Rate for the applicable Agreed Currency and such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for the applicable Agreed Currency and such Interest Period or (B) at any time, the applicable Adjusted Daily Simple RFR for the applicable Agreed Currency will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for the applicable Agreed Currency;
(b) then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone, telecopy or electron i c mail as promptly as practicable thereafter and, until (x) the Administrative Agent notifies the Borrower and the Lenders that the circ u mstances giving rise to such notice no longer exist with respect to the relevant Benchmark and (y) the Borrower delivers a new Interest Election Reque s t in accordance with the terms of Section 2.05 or a new Borrowing Request in accordance with the terms of Section 2.03, (A) for Loans denominated in Do l lars, any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a T erm Benchmark Borro w ing and any Borrowing Request that requests a T erm Benchmark Borrowing shall instead be deemed to be an Interest Election Request or a Bor r owing Request, as
applicable, for (x) an RFR Borrowing denominated in Dollars so long as the Adjusted Daily Simple RFR for Dollar Borrowings is not also the subject of Section 2.1 1(a)(i) or (ii) above or (y) an ABR Borrowing if the Adjusted Daily Simple RFR for Dollar Borrowings also is the subject of Section 2.1 1(a) (i) or (ii) above and (B) for Loans denominated in an Alternative Currenc y, any Interest Election Request that requests the co n version of any Revolving Borrowing to, or continuation of any Revolving Borrowing as, a T erm Benchmark Borrowing and any Borrowing Request that requests a T erm Benchmark Borrowing or an RFR Borrowing, in each case, for the relevant Benchmark, shall be ine f fective; provided that if the c ircumstances giving rise to such notice a f fect only one T ype of Borrowings, then all other T ypes of Borrowings shall be permitted. Furthermore, if any T erm Benchmark
Loan or RFR Loan in any Agreed Currency is outstanding on the date of the Borrowe r’s receipt of the notice from the Administra t ive Agent referred to in this Section 2.1 1(a b) with respect to a Relevant Rate applicable to such T erm Benchmark Loan or RFR Loan, then until (x) the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist with respect to the re l evant Benchmark and
(y) the Borrower delivers a new Interest Election Request in accordance with the terms of Section 2.05 or a new Borrowing Requ e st in accordance with the terms of Section 2.03, (A) for Loans denominated in Dollars, any T erm Benchmark Loan shall on the last day of the Interest Period applicable to such Loan, be converted by the Administrative Agent to, and shall constitute, (x) an RFR Borrowing denominated in Dollars so l o ng as the Adjusted
Daily Simple RFR for Dollar Borrowings is not also the subject of Section 2.1 1(a)(i) or (ii) above or (y) an ABR Loan if the Adjusted Daily Simple RFR
for Dollar Borrowings also is the subject of Section 2.1 1(a)(i) or (ii) above,
39

on such day and (B) for Loans denominated in an Alternative Currenc y, (1) any T erm Benchmark Loan shall, on the last day of the Interest Period applicable to such Loan bear interest at the Central Bank Rate for the applicable Alternative Currency plus the CBR Spread; provided that, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Central B a nk Rate for the applicable Alternative Currency cannot be determined, any outstanding a f fected T erm Benchmark Loans denominated in any Alternative Currency shall, at the Borrowe r’s election prior to such day: (A) be prepaid by the Borrower on such day or (B) solely for the purpose of calc u lating the interest rate applicable to such T erm Benchmark Loan, such T erm Benchmark Loan denominated in any Alternative Currency shall be deemed to be a T erm Benchmark Loan denominated in Dollars and shall accrue interest at the same interest rate applicable to T erm Benchmark Loans denominated in Dollars at such time and (2) any RFR Loan shall bear interest at the Central Bank Rate for the applicable Alternative Currency plus the CBR Spread; provided that, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that t he Central Bank Rate for the applicable Alternative Currency cannot be determined, any outstanding a f fected RFR Loans denominated in any Alternative Cu r renc y, at the Borrowe r’s election, shall either (A) be converted into ABR Loans denominated in Dollars (in an amount equal to the Dollar Equ i valent of such Alternative Currency) immediately or (B) be prepaid in full immediatel y. Notwithstanding anything to the contrary herein or in any other Loan Document, if a Benchmark T ransition Event and its related Benchmark Replacement Date have occurred prior to the Reference T ime in respect of any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (1) of the d efinition of
“Benchmark Replacement” with respect to Dollars for such Benchmark Replacement Date, such Benchmark Replacement will replace s u ch Benchmark (including any related adjustments) for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other L o an Document and (y) if a Benchmark Replacement is determined in accordance with clause (2) of the definition of “Benchmark Replacement” with respect to any Agreed Currency for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New Y ork City time) on the fifth (5th) Business Day a f ter the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement
or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to s uch Benchmark
Replacement from Lenders comprising the Required Lenders of each a f fected T ype.
(c) Notwithstanding anything to the contrary herein or in any other Loan Document, the Administrative Agent, in consultation w i th the Borrowe r, will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Benchmark Replacement Conforming Changes will become e f f ective without any further action or consent of any other party to this Agreement or any other Loan Document.
(d) The Administrative Agent will promptly notify the Borrower and the Lenders of (i) any occurrence of a Benchmark T ransition Event, (ii) the implementation of any Benchmark Replacement, (iii) the e f fectiveness of any Benchmark Replacement Conforming Changes, (iv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (e) below and (v) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent o r, if applicable, any Lender (or group of Lenders) pursuant to this Section 2.1 1, including any determination with respect to a teno r, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and bindi n g absent manifest error
and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan D o cument, except, in each case, as expressly required pursuant to this Section 2.1 1.
40

(e) Notwithstanding anything to the contrary herein or in any other Loan Document, at any time (including in connection with t h e implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including the T erm SOFR Rate or EURIBOR Rate) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion or (B) the regulatory supervisor for the administrator of such Benchm a rk has provided a public statement or publication of information announcing that any tenor for such Benchmark is or will be no longer representative, t h en the Administrative Agent may modify the definition of “Interest Period” for any Benchmark settings at or after such time to remove such unavailab l e or non-representative tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or in f ormation service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longe r, subject to an announcement that it is or will no longer be representative for a Benchmark (including a Benchmark Replacement), then the Administrative Agent may modify the definition of “Interest Peri o d” for all Benchmark settings at or after such time to reinstate such previously removed teno r.
(f) Upon the Borrowe r’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any request for (i) a T erm Benchmark Borrowing, conversion to or continuation of T erm Benchmark Loans to be made, converted or con t inued or (ii) a RFR Borrowing or conversion to RFR Loans, during any Benchmark Unavailability Period and, failing that, either (x) the Borrower wi l l be deemed to have converted any request for (1) a T erm Benchmark Borrowing or RFR Borrowing, as applicable, denominated in Dollars into a request for a Borrowing of or conversion to (A) solely with respect to any such request for a T erm Benchmark Borrowing, an RFR Borrowing denominated in D o llars so long as
the Adjusted Daily Simple RFR for Dollar Borrowings is not the subject of a Benchmark T ransition Event or (B) an ABR Borrowing if the Adjusted Daily Simple RFR for Dollar Borrowings is the subject of a Benchmark T ransition Event or (y) any request relating to a T erm Be n chmark Borrowing or RFR Borrowing denominated in an Alternative Currency shall be ine f fective. During any Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an A vailable T eno r, the component of ABR based upon the then-current Benchmark or such t e nor for such Benchmark, as applicable, will not be used in any determination of ABR. Furthermore, if any T erm Benchmark Loan or RFR Loan in any Agreed Currency is outstanding on the date of the Borrowe r’s receipt of notice of the commencement of a Benchmark Unavailability Peri o d with respect to a Relevant Rate applicable to such T erm Benchmark Loan or RFR Loan, then until such time as a Benchmark Replacement for such Agr e ed Currency is implemented pursuant to this Section 2.1 1, (A) for Loans denominated in Dollars, any T erm Benchmark Loan shall on the last day of the Interest Period applicable to such Loan be converted by the Administrative Agent to, and shall constitute, (x) an RFR Borrowing denominated in Dollars so long as the
Adjusted Daily Simple RFR for Dollar Borrowings is not the subject of a Benchmark T ransition Event or (y) an ABR Loan if the Adjusted Daily Simple
RFR for Dollar Borrowings is the subject of a Benchmark T ransition Event, on such day and (B) for Loans denominated in an Alte r native Currenc y, (1) any T erm Benchmark Loan shall, on the last day of the Interest Period applicable to such Loan (or the next succeeding Busi n ess Day if such day is not a Business Day) bear interest at the Central Bank Rate for the applicable Alternative Currency plus the CBR Spread; provid e d that, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Central B a nk Rate for the applicable Alternative Currency cannot be determined, any outstanding a f fected T erm Benchmark Loans denominated in any Alternative Currency shall, at the Borrowe r’s election prior to such day: (A) be prepaid by the Borrower on such day or (B) solely for the purpose of calc u lating the interest rate applicable to such T erm Benchmark Loan, such T erm Benchmark Loan denominated in any Alternative Currency shall be deemed to be a T erm Benchmark Loan denominated in Dollars and shall accrue interest at the same interest rate applicable to T erm Benchmark Loans denominated in Dollars at such time and (2) any RFR Loan shall bear interest at the Central Bank Rate for the applicable Alternative Currency plus the CBR Spread; provided that, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that t he Central Bank Rate for the applicable Alternative
41

Currency cannot be determined, any outstanding a f fected RFR Loans denominated in any Alternative Currenc y, at the Borrowe r’s e l ection, shall either (A) be converted into ABR Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Alternative Curren c y) immediately or (B) be prepaid in full immediatel y.
SECTION 2.12. Increased Costs; Illegalit y. (a) If any Change in Law shall:
(i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance cha r ge or similar requirement a g ainst assets of, deposits with or for the account of, or credit extended b y, any Lender or Issuing Bank (except any such reserve req u irement reflected in the Adjusted T erm SOFR Rate or Adjusted EURIBOR Rate, as applicable);
(ii) impose on any Lender or Issuing Bank or the applicable o f fshore interbank market for the applicable Agreed Currency any o t her condition, cost or expense (other than T axes) a f fecting this Agreement or Loans made by such Lender or any Letter of Credit or participation therein; or
(iii) subject any Recipient to any T ax (except for (1) Indemnified T axes, (2) T axes described in clauses (ii) through (iv) of t he definition of Excluded T axes and (3) T axes imposed, as a result of a present or former connection between the Recipient and the jurisdiction imposing such T axes (other than a connection arising from such Recipient having executed, delivered or performed its obligatio n s unde r, or enforced, this Agreement or any other Loan Document), on gross or net income, profits or revenue (including value-added or sim i lar T axes or that are franchise T axes or branch profits T axes)) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto;
and the result of any of the foregoing shall be to increase the cost to such Lende r, Issuing Bank or such other Recipient of m a king, converting into, continuing or maintaining any Loan (or of maintaining its obligation to make any such Loan) or to increase the cost to such Le n de r, such Issuing Bank
or such other Recipient of participating in, issuing or maintaining any Letter of Credit or to reduce the amount of any sum re c eived or receivable by such Lende r, Issuing Bank or such other Recipient hereunder (whether of principal, interest or otherwise), then the Borrower will p a y to such Lende r, Issuing Bank or such other Recipient, as the case may be, such additional amount or amounts as will compensate such Lende r, Issuing Ba n k or such other Recipient, as the case may be, for such additional costs incurred or reduction su f fered.
(b) If any Lender or Issuing Bank determines that any Change in Law regarding capital or liquidity requirements has or would h a ve the e f fect of reducing the rate of return on such Lende r’s or the Issuing Bank’s capital or on the capital of such Lende r’s or Iss u ing Bank’s holding compan y, if an y, as a consequence of this Agreement, the Loans made b y, or participations in Letters of Credit held b y, such Lende r, or the Letters of Credit issued by the Issuing Bank, to a level below that which such Lender or Issuing Bank or such Lende r’s or Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lende r’s or Issuing Bank’s policies and the policies of such Lende r’s or Issuing Bank’s holding company with respect to capital adequacy or liquidity ratios), then from time to time the Borrower will pay to such Le n der or Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or Issuing Bank or such Lende r’s or Issuing B ank’s holding company for any such reduction su f fered.
42

(c) If by reason of any change in a Requirement of Law subsequent to the E f fective Date, disruption of currency or foreign exc h ange markets, war or civil disturbance or similar event, the funding of any Foreign Currency Loan in any currency or the funding of any Foreign Currency Loan in any currency to an o f fice located other than in New Y ork shall be impossible or such currency is no longer available or readily convertible to Dollars, or the Dollar Equivalent of such currency is no longer readily calculable, then, at the election of the Administrative Agent, no Foreign Currency Loans in the relevant currency shall be made or any Foreign Currency Loan in the relevant currency shall be made to an o f fice o f the Administrative Agent located in New Y ork, as the case may be.
(d) (i) If payment in respect of any Foreign Currency Loan shall be due in a currency other than Dollars and/or at a place of p ayment other than New Y ork and if, by reason of any change in a Requirement of Law subsequent to the E f fective Date, disruption of currency or foreign exchange markets, war or civil disturbance or similar event, payment of such Obligations in such currency or such place of payment shall be impossible o r, in the reasonable judgment of the Administrative Agent, such currency is no longer available or readily convertible to Dollars, or the Dollar Equivalent of such currency is no longer readily calculable, then, at the election of any a f fected Lende r, the Borrower shall make payment of such Loan in Dollars (based upon the Dollar Equivalent for the day on which such payment occurs, as determined by the Administrative Agent in accordance w i th the terms hereof) and/or in New Y ork or (ii) if any Foreign Alternative Currency in which Loans are outstanding is redenominated then, at the election of any a f fected Lende r, such a f fected Loan and all obligations of the applicable Borrower in respect thereof shall be converted into obligatio n s in Dollars (based upon the Dollar Equivalent on such date, as determined by the Administrative Agent in accordance with the terms hereof), and, in ea c h case, the Borrower shall indemnify the Lenders, against any currency exchange losses or reasonable out-of-pocket expenses that it shall sustain as a result of such
alternative payment.
(e) A certificate of a Lender or Issuing Bank setting forth the amount or amounts necessary to compensate such Lender or Issui n g Bank or its holding compan y, as the case may be, as specified in paragraph (a) or (b) of this Section, setting forth in reasonable det a il the calculations upon which such Lender determined such amount and the e f fective date of the relevant Change in La w, shall be delivered to the Borro w er and shall be conclusive absent manifest erro r. The Borrower shall pay such Lender or Issuing Bank, as the case may be, the amount shown as d ue on any such certificate within fifteen (15) days after receipt thereof.
(f) Failure or delay on the part of any Lender or Issuing Bank to demand compensation pursuant to this Section shall not const i tute a waiver of such Lende r’s or Issuing Bank’s right to demand such compensation; p rovided that the Borrower shall not be required to compensate a Lender or Issuing Bank pursuant to this Section for any increased costs or reductions incurred more than three (3) months prior to the date that such Lender or Issuing Bank, as the case may be, notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lende r’s or Issuing Bank’s intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the three (3) month period referred to above shall be extended to include the period of retroactive e f fect thereof.
(g) If any Change in Law shall make it unlawful for any Lender to make or maintain (A) T erm Benchmark Loans, (i) the commitment of such Lender hereunder to make T erm Benchmark Loans, continue T erm Benchmark Loans as such and convert ABR Loans to T erm Benchm a rk Loans shall forthwith be suspended until such time as it shall no longer be unlawful for such Lender to make or maintain T erm Benchm a rk Loans and (ii) such Lende r’s Loans then outstanding as T erm Benchmark Loans, if an y, shall be converted automatically to ABR Loans in Dollars on t h e respective last days of the then current Interest Periods with respect to such Loans or within such earlier period as required by law or (B) R F R Loans, (i) the commitment of such Lender hereunder to make RFR Loans shall forthwith be suspended until such time as it shall no longer be un l awful for such Lender to make RFR Loans and (ii) such Lende r’s Loans then outstanding as RFR Loans, if an y, shall be converted automatically t o ABR Loans in
Dollars (the Dollar Equivalent of such Alternative Currency Loans). If any such conversion of a T erm Benchmark Loan occurs on a day which is not the last day of the then current Interest Period with respect thereto, the Borrower shall pay to such Lender such amounts, if an y, as may be required pursuant to Section 2.13.
43

SECTION 2.13. Break Funding Payments.
(a) W ith respect to Loans that are not RFR Loans, in the event of (i) the payment of any principal of any T erm Benchmark Loan o ther than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default or an optional or manda t ory prepayment of Loans), (ii) the conversion of any T erm Benchmark Loan other than on the last day of the Interest Period applicable thereto, (iii) the failure to borro w, convert, continue or prepay any T erm Benchmark Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.08(c) and is revoked in accordance therewith), (iv) the assignment of any T erm Benchmark Loan other th a n on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.17 or (v) the failure by the Borrower to make any payment of any Loan or drawing under any Letter of Credit (or interest due thereof) denominated in an Alternative Currency on i ts scheduled due date
or any payment thereof in a di f ferent currenc y, then, in any such event, the Borrower shall compensate each Lender for the los s, cost and expense attributable to such event. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section shall be delivered to the Borrowe r, setting forth in reasonable detail the calculation upon which such Lender determined such a mount, and shall be conclusive absent manifest erro r. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.
(b) W ith respect to RFR Loans, in the event of (i) the payment of any principal of any RFR Loan other than on the Interest Pay m ent Date applicable thereto (including as a result of an Event of Default or an optional or mandatory prepayment of Loans), (ii) the fa i lure to borrow or prepay any RFR Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked u n der Section 2.08(c) and is revoked in accordance therewith), (iii) the assignment of any RFR Loan other than on the Interest Payment Date applicab l e thereto as a result of a request by the Borrower pursuant to Section 2.17 or (iv) the failure by the Borrower to make any payment of any Loan or drawing under any Letter of Credit (or interest due thereof) denominated in an Alternative Currency on its scheduled due date or any payment thereof in a d i f ferent currenc y, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. A certifi c ate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section shall be delivered to the Borrowe r, setting forth in
reasonable detail the calculation upon which such Lender determined such amount, and shall be conclusive absent manifest erro r. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.
SECTION 2.14. T axes. (a) All payments made by the Loan Parties under this Agreement shall (except as required by applicable law) be made free and clear of, and without deduction or withholding for or on account of, any T axes imposed, levied, collected, withh e ld or assessed by any Governmental Authorit y. If any T axes are required to be deducted or withheld from any amounts payable to the Administrative Ag e nt or any Lende r, as determined in good faith by the applicable W ithholding Agent, (i) such amounts shall be paid to the relevant Governmental Auth o rity in accordance with applicable law and (ii) if such deducted or withheld T axes are Indemnified T axes, the amounts so payable by the applicable Loan Party to the Administrative Agent or such Lende r, as the case may be, shall be increased to the extent necessary to yield to the Administra t ive Agent or such Lende r, as the case may be, (after payment of all Indemnified T axes) interest or any such other amounts payable hereunder at the rates or in the amounts
specified in this Agreement as if such withholding or deduction had not been made.
44

(b) The Loan Parties shall timely pa y, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other T axes to the relevant Governmental Authority in accordance with applicable la w.
(c) Whenever any Indemnified T axes are payable by the Loan Parties pursuant to paragraph (a) of this Section, as promptly as p o ssible thereafter the applicable Loan Party shall pay such Indemnified T axes and shall send to the Administrative Agent for its own a c count or for the account of the relevant Lende r, as the case may be, a certified copy of an original o f ficial receipt, to the extent reasonably available, received by the applicable Loan Party showing payment thereof. If (i) the applicable Loan Party fails to pay any Indemnified T axes when due to the approp r iate taxing authorit y, (ii) the applicable Loan Party fails to remit to the Administrative Agent the required receipts or other required documentary evidence, or (iii) any Indemnified T axes are imposed directly upon the Administrative Agent or any Lende r, the applicable Loan Party shall indemnify t he Administrative
Agent and the Lenders, within 10 days after demand therefo r, for such amounts and any incremental taxes, interest or penalties that may become payable by the Administrative Agent or any Lender as a result, and any reasonable expenses arising therefrom or with respect thereto (w hether or not such Indemnified T axes were correctly or legally imposed or asserted by the relevant Governmental Authority). A certificate as to t h e amount of such
payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lende r, shall be conclusive absent manifest erro r.
(d) Each Lender shall severally indemnify the Administrative Agent within 10 days after demand therefo r, for the full amount of any T axes attributable to such Lender that are payable or paid by the Administrative Agent, and reasonable expenses arising therefrom or with respect thereto, but only to the extent that the applicable Loan Party has not already indemnified the Administrative Agent for such T axes and with o ut limiting the obligation of the Loan Parties under this Section 2.14 to do so, whether or not such T axes were correctly or legally imposed or asserted b y the relevant Governmental Authorit y. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest erro r. Each Lender hereby authorizes the Administrative Agent to set o f f and apply any and all amou n ts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent to the Lender from any other source again s t any amount due
to the Administrative Agent under this paragraph (d).
(e) As soon as practicable after any payment of T axes by a Loan Party to a Governmental Authority pursuant to this Section 2.1 4, such Loan Party shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administ r ative Agent.
(f) (i) At any time or times reasonably requested by the Borrower or the Administrative Agent, any Lender that is entitled to a n exemption from or reduction of withholding tax with respect to payments made under any Loan Document shall deliver to the Borrower (with a copy to the Administrative Agent), such properly completed and executed documentation reasonably requested by the Borrower or the Administ r ative Agent as will permit such payments to be made without withholding or at a reduced rate. In addition, any Lende r, if reasonably requested by t he Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borro w er or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Sections 2.14(f)(ii)(A), (ii)(B) and (ii)(D) belo w) shall not be required if in the Lende r’s reasonable judgment (A) the failure to complete, execute or submit such documentation would not render the ter m s of this Agreement unenforceable by law and (B) such completion, execution or submission would subject such Lender to any material unreimbursed c o st or expense or would materially prejudice the legal or commercial position of such Lende r.
45

(ii) W ithout limiting the generality of the foregoing,
(A) Each Lender that is a “United States person” as defined in Section 7701(a)(30) of the Code shall deliver to the Borrower and the Administrative Agent on or before the date on which it becomes a party to this Agreement two (2) properly completed and duly signed copies of U.S. Internal Revenue Service Form W-9 (or any successor form) certifying that such Lender is exempt from U.S. federal withholding tax.
(B) Each Lender that is not a “United States person” as defined in Section 7701(a)(30) of the Code (a “Non-U.S. Lender”)
shall deliver to the Borrower and the Administrative Agent whichever of the following is applicable:
(1) in the case of a Non-U.S. Lender claiming benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan Document, executed copies of IRS Form W-8BEN or W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding T ax pursuant to the “interest” article of such tax t r eaty and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN or W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding T ax pursuant to the “business profits” or “other income” article of s uch
tax treaty;
(2) executed copies of IRS Form W-8ECI;
(3) in the case of a Non-U.S. Lender claiming exemption from U.S. federal withholding tax under Section 881(c) of the Code with respect to payments of “portfolio interest,” (x) a statement substantially in the form of Exhibit F-1 to the e f fect that such Non-U.S. Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of any Loan Party within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3) (C) of the Code (a “U.S. T ax Compliance Certificate”), and (y) executed copies of IRS Form W-8BEN or W-8BEN-E;
(4) to the extent a Non-U.S. Lender is not the beneficial owne r, executed copies of IRS Form W-8IM Y, accompanied by IRS Form W-8ECI, IRS Form W-8BEN or W-8BEN-E, a U.S. T ax Compliance Certificate substantially in the form of Exhibit F-2 or Exhibit F-3, IRS Form W-9, and/or other certification documents from each beneficial owne r, as applicable; provided that if the
Non-U.S. Lender is a partnership and one or more direct or indirect partners of such Non-U.S. Lender are claiming the portfolio interest exemption, such Non-U.S. Lender may provide a U.S. T ax Compliance Certificate substantially in the form of Exhibit F-4 on behalf of each such direct and indirect partner;
46

(C) any Non-U.S. Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) executed copies of any other form prescribed by applic a ble requirements of U.S. federal income tax law as a basis for claiming exemption from or a reduction in U.S. federal withholding t ax duly completed together with such supplementary documentation as may be prescribed by applicable requirements of law to permit the Borrower and the Administrative Agent to determine the withholding or deduction required to be made.
(D) If a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding T ax imposed by
F A TCA if such Lender were to fail to comply with the applicable reporting requirements of F A TCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent, at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent, su c h documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such addition a l documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under F A TCA, to determine that such Lender has or has not complied with s uch Lende r’s obligations under F A TCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of t h is Section 2.14(f)(ii)(D), “F A TCA” shall include any amendments made to F A TCA after the date of this Agreement.
All forms described in this Section 2.14(f) shall be delivered by each Lender on or before the date it becomes a party to this Agreement and from time to time thereafter upon the request of the Borrower or the Administrative Agent. In addition, each Lender shall d eliver such forms promptly upon the obsolescence or invalidity of any form previously delivered by such Lende r. Each Lender shall promptly notify the Borrower and the Administrative Agent at any time it determines that it is no longer in a position to provide any previously delivered certificate to the Borrower (or any other form of certification adopted by the U.S. taxing authorities for such purpose). Notwithstanding any other provision of t h is Section 2.14(f), a Lender shall not be required to deliver any form pursuant to this Section that such Lender is not legally able to delive r.
(g) If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any T axes as to w hich it has been indemnified pursuant to this Section (including by the payment of additional amounts pursuant to this Section), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section with respect to the T axes gi v ing rise to such refund), net of all out-of-pocket expenses (including T axes) of such indemnified party and without interest (other than any interest pa i d by the relevant Governmental Authority with respect to such refund). Such indemnifying part y, upon the request of such indemnified part y, shall repay to such indemnified party the amount paid over pursuant to this paragraph (g) (plus any penalties, interest or other cha r ges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authori t y. Notwithstanding anything to the contrary in this paragraph (g), in no event will the indemnified party be required to pay any amount to an ind e mnifying party pursuant to this paragraph (g) the payment of which would place the indemnified party in a less favorable net afte r-T ax position than the i ndemnified party would have been in if the T ax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such T ax had never been paid. This paragraph shall not be const r ued to require any indemnified party to make available its T ax returns (or any other information relating to its T axes that it deems confidential) to the indemnifying party or any other Person.
47

(h) The agreements in this Section shall survive the resignation or replacement of the Administrative Agent or any assignment o f rights b y, or the replacement of, a Lende r, termination of this Agreement and the repayment, satisfaction or discha r ge of the Loans and all other amounts payable hereunder or under any Loan Document.
SECTION 2.15. Payments Generally; Pro Rata T reatment; Sharing of Set-o f fs. (a) The Borrower shall make each payment required to be made by it hereunder (whether of principal, interest or fees, or under Sections 2.12, 2.13 or 2.14, or otherwise) prior to 12:0 0 noon, Local T ime, on the date when due, in immediately available funds, without set-o f f or counterclaim. Any amounts received after such time on any da t e ma y, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating i n terest thereon. All such payments shall be made to the Administrative Agent at its o f fices at 270 Park A venue, New Y ork, New Y ork (or such other address designated by the Administrative Agent to Borrower pursuant to Section 10.02) and except that payments pursuant to Sections 2.12, 2.13, 2.14 and 10.05 shall be made directly to the Persons entitled thereto. The Administrative Agent shall distribute any such payments received by it for the a c count of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Bus i ness Da y, the date for payment shall be extended to the next succeeding Business Da y, and, in the case of any payment accruing interest, interest the r eon shall be payable for the period of such extension. All payments hereunder shall be made in the currencies specified hereunde r.
(b) If at any time insu f ficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, interest and fees then due hereunde r, such funds shall be applied (i) first, to pay interest and fees then due hereunde r, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii) second, to pay principal then due hereunde r, ratably among the parties entitled thereto in accordance with the amounts of principal then due to such parties.
(c) If any Lender shall, by exercising any right of set-o f f or counterclaim or otherwise, obtain payment in respect of any pri n cipal of or interest on any of its Loans or Reimbursement Obligations resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Loans and Reimbursement Obligations and accrued interest thereon than the proportion received by any other Lende r, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Loans and Reimbursement Obligations of o t her Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amo u nt of principal of and accrued interest on their respective Loans and Reimbursement Obligations; p rovided that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recover y, without interest, and (ii) the provisions of this paragraph (c) shall not be construed to apply to any payment made b y the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assign m ent of or sale of a
participation in any of its Loans and Reimbursement Obligations to any assignee or participant, other than to the Borrower or a ny Subsidiary or A f filiate thereof (as to which the provisions of this paragraph (c) shall apply). The Borrower consents to the foregoing and agrees, to t he extent it may e f fectively do so under applicable la w, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise agai n st the Borrower rights of set-o f f and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower i n the amount of such participation.
48

(d) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the Issuing Banks hereunder that the Borrower will not make such paymen t, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and ma y, in reliance upon such as s umption, distribute to the Lenders or the Issuing Banks, as the case may be, the amount due. In such event, if the Borrower has not in fact made s u ch payment, then each of the Lenders or the Issuing Banks, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or Issuing Bank with interest thereon, for each day from and including the date such amount is dist r ibuted to it to but excluding the date of payment to the Administrative Agent, at the applicable Overnight Rate.
(e) If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.04(b), 2.15(d) or 3.04(a), th e n the Administrative Agent ma y, in its discretion (notwithstanding any contrary provision hereof), apply any amounts thereafter rece i ved by the Administrative Agent for the account of such Lender or the relevant Issuing Bank to satisfy such Lende r’s or Issuing Bank’s ob l igations under such Sections until all such unsatisfied obligations are fully paid.
SECTION 2.16. Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrar y, if any Lender becomes a Defaulting Lende r, the Administrative Agent shall deliver written notice to such e f fect, upon the Administrative Agent’s obtaining knowle d ge of such event, to the Borrower and such Defaulting Lende r, and the following provisions shall apply for so long as such Lender is a Defaulting Lende r:
(a) fees shall cease to accrue on the undrawn portion of the Commitment of such Defaulting Lender pursuant to Section 2.09(a).
(b) the Commitment and Aggregate Exposure of such Defaulting Lender shall not be included in determining whether all Lenders or the Required Lenders have taken or may take any action hereunder (including any consent to any amendment or waiver pursuant to Sec t ion 10.01), provided that any waive r, amendment or modification requiring the consent of all Lenders or each a f fected Lender which would increase or extend the term of the Commitment of a Defaulting Lende r, extend the date fixed for payment of principal or interest owing to a Defaulting Lende r, reduce the amount of or
the rate or amount of interest on any amount owing to a Defaulting Lender or of any fee payable to a Defaulting Lender (except as otherwise provided in this Section 2.16) or alter the terms and conditions of this sentence or a f fect such Defaulting Lender di f ferently than other a f fected Lenders shall, in each case, require the consent of such Defaulting Lende r.
(c) any amount payable to such Defaulting Lender hereunder (whether on account of principal, interest, fees or otherwise and i n cluding any amount that would otherwise be payable to such Defaulting Lender pursuant to Section 2.15(c) but excluding Section 2.17(b)) shall, in lieu of being distributed to such Defaulting Lende r, subject to any applicable requirements of la w, be applied (i) first, to the payment of a ny amounts owing by such Defaulting Lender to the Administrative Agent hereunde r, (ii) second, to the funding of any Loan in respect of which such Defa u lting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent, and (iii) third, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction.
(d) if any L/C Exposure exists at the time such Lender becomes a Defaulting Lender then:
(i) all or any part of the L/C Exposure of such Defaulting Lender shall be reallocated among the non-Defaulting Lenders in accordance with their respective Aggregate Exposure Percentages but only to the extent (i) the sum of all non-Defaulting Lende r s’ Loans and L/C Exposure then outstanding p lus such Defaulting Lende r’s L/C Exposure does not exceed the total of all non-Defaulting Lenders’ Commitments and (ii) that after giving e f fect to such reallocation, no non-Defaulting Lende r’s Loans and L/C Exposure exceeds its Commitme n t;
49

(ii) if the reallocation described in clause (i) above cannot, or can only partiall y, be e f fected, the Borrower shall within o n e Business Day following notice by the Administrative Agent cash collateralize in Dollars (o r, at the option of the Administrative Agent, in the applicable currency) for the benefit of the Issuing Banks only the Borrowe r’s obligations corresponding to such Defaulting Lende r’s L/C E x posure (after giving e f fect to any partial reallocation pursuant to clause (i) above) (assuming for such calculation, in the case of cash co l lateralization in Dollars, that the Dollar Equivalent of such Defaulting Lende r’s L/C Exposure with respect to Foreign Currency Letters of Credit is 1 15% of such amount) in accordance with the procedures set forth in Article VIII for so long as such L/C Exposure is outstanding;
(iii) if the Borrower cash collateralizes any portion of such Defaulting Lende r’s L/C Exposure pursuant to clause (ii) above, t he Borrower shall not be required to pay any fees to such Defaulting Lender pursuant to Section 3.03(a) with respect to such Defa u lting Lende r’s L/C Exposure during the period such Defaulting Lende r’s L/C Exposure is cash collateralized;
(iv) if the L/C Exposure of the non-Defaulting Lenders is reallocated pursuant to clause (i) above, then the fees payable to t h e
Lenders pursuant to Section 3.03(a) shall be adjusted in accordance with such non-Defaulting Lenders’ Aggregate Exposure Perce n tages; and
(v) if all or any portion of such Defaulting Lende r’s L/C Exposure is neither reallocated nor cash collateralized pursuant to c lause (i) or (ii) above, then, without prejudice to any rights or remedies of the Issuing Banks or any other Lender hereunde r, all f e es payable under Section 3.03(a) with respect to such Defaulting Lende r’s L/C Exposure shall be payable to the Issuing Banks until and to the e x tent that such L/C Exposure is reallocated and/or cash collateralized; and
(e) so long as such Lender is a Defaulting Lende r, the Issuing Banks shall not be required to issue, amend or increase any Let t er of Credit, unless it is satisfied that the related exposure and the Defaulting Lende r’s then outstanding L/C Exposure will be 100% covered by the Commitments of the non-Defaulting Lenders and/or cash collateral will be p rovided by the Borrower in accordance with Section 2.16(d), and participating interests in
any newly issued or increased Letter of Credit shall be allocated among non-Defaulting Lenders in a manner consistent with Sec t ion 2.16(d)(i) (and such
Defaulting Lender shall not participate therein).
In the event that the Administrative Agent and the Borrower each agrees that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender or upon receipt by the Administrative Agent of the confirmation referred to in cl a use (c) of the definition of “Defaulting Lender”, as applicable, then on such date such Lender shall purchase at par such portion of the Loans of the ot h er Lenders as the Administrative Agent shall determine may be necessary in order for such Lender to hold such Loans ratably in accordance with i t s respective Commitment.
For purposes of this Section 2.16, the term “Lender” includes the Issuing Banks.
SECTION 2.17. Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.12, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pu r suant to Section 2.14, then such Lender shall use reasonable e f forts to designate a di f ferent lending o f fice for funding or booking its Loans hereund e r or to assign its rights and obligations hereunder to another of its o f fices, branches or
50

a f filiates, if, in the judgment of such Lende r, such designation or assignment (i) would eliminate or reduce amounts payable p u rsuant to Sections 2.12 or
2.14, as the case may be, in the future, and (ii) would not subject such Lender to any unreimbursed costs or expenses and would not otherwise be disadvantageous to such Lende r. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in c onnection with any such designation or assignment.
(b) The Borrower shall, at its sole expense and e f fort, have the right, by giving at least fifteen (15) Business Days’ prior w r itten notice (o r, in the case of a Defaulting Lende r, at least three (3) Business Days’ prior written notice) to the a f fected Lender and the Adm i nistrative Agent, at any time when no Default or Event of Default has occurred and is continuing, to require any a f fected Lender to assign all of its rights and obligations under the Loan Documents to one (1) or more Lenders (other than any Conduit Lender), o r, with the approval of the Administrative Agent a n d the Issuing Banks (which approval will not unreasonably be withheld, delayed or conditioned), to one (1) or more banks, financial institutions or other entities selected by the Borrowe r. Such assignment shall be substantially in the form of Exhibit E hereto or in such other form as may be agreed to by the parties thereto (o r, to the extent applicable, an agreement incorporating an Assignment and Acceptance by reference pursuant to an Approved Electro n ic Platform as to which the Administrative Agent and such parties are participants) but, except in the case of an assignment by a Defaulting Len d er (in which case such form shall be as reasonably specified by the Administrative Agent) shall be on terms and conditions reasonably satisfactory to the a f fected Lender;
p rovided that, no such assignment shall, unless otherwise specified, transfer any liability of a Defaulting Lender hereunder or release any such liabilit y. The Borrower shall remain liable to the a f fected Lender for any indemnification provided under Section 2.13 with respect to Lo a ns of such Lender outstanding on the e f fective date of an assignment required under this Section 2.17(b), as well as for all other Obligations o w ed to such Lender under this Agreement as of such e f fective date.
SECTION 2.18. Commitment Increases. (a) The Borrower and any one or more Lenders (including New Lenders) may from time to time agree that such Lenders shall make, obtain or increase the amount of their Commitments, as applicable, by executing and delivering to the Administrative Agent an Increased Facility Activation Notice substantially in the form of Exhibit G-1 specifying (i) the amount of such increase, and (ii) the applicable Increased Facility Closing Date. Notwithstanding the foregoing, (i) without the consent of the Required Le n ders, the aggregate amount of incremental Commitments obtained after the E f fective Date pursuant to this paragraph shall not exceed $500,000,000 a n d (ii) without the
consent of the Administrative Agent, each increase e f fected pursuant to this paragraph shall be in a minimum amount of at least $25,000,000. No Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole dis c retion. The Administrative Agent shall have received (i) a certificate, dated as such Increased Facility Closing Date and signed by a Responsible O f ficer of the Borrowe r, stating that (a) the representations and warranties contained in Article IV hereof are true and correct on and as of such Increased Fa c ility Closing Date, and
(b) as of such Increased Facility Closing Date, no Default has occurred and is continuing, (ii) if reasonably requested by the Administrative Agent, duly executed resolutions of the Borrower authorizing the request for and the incurrence of such increase in the Commitments (to the extent not already authorized in a prior resolution which authorization remains in full force and e f fect) and (iii) if reasonably requested by the Administrative Agent, an opinion of counsel to the Borrowe r, dated as of the Increased Facility Closing Date, substantially in the form of the opinion d elivered by the Borrower on the E f fective Date.
(b) Any existing Lender increasing its Commitments shall execute an Increasing Lender Supplement (each, an “Increasing Lender Supplement”), substantially in the form of Exhibit G-2, whereupon such Lende r’s Commitments shall be increased by the amount specified therein and any additional bank, financial institution or other entity which, with the consent of the Borrowe r, the Issuing Banks and the A dministrative Agent (which consent shall not be unreasonably withheld), elects to become a “Lender” under this Agreement in connection with any transacti o n described in
Section 2.18(a) shall
51

execute a New Lender Supplement (each, a “New Lender Supplement”), substantially in the form of Exhibit G-3, whereupon such bank, financial institution or other entity (a “New Lender”) shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement.
(c) Unless otherwise agreed by the Administrative Agent, on each Increased Facility Closing Date the Borrower shall prepay all then outstanding Loans made to it, which prepayment shall be accompanied by payment of all accrued interest on the amount prepaid and any amounts payable pursuant to Section 2.12 or Section 2.13 in connection therewith, and, to the extent it determines to do so, reborrow L oans from all the Lenders (after giving e f fect to the new and/or increased Commitments becoming e f fective on such date). Any prepayment and reborrowing p ursuant to the preceding sentence shall be e f fected, to the maximum extent practicable, through the netting of amounts payable between the Borrower and the respective Lenders.
(d) Notwithstanding anything to the contrary in this Agreement, each of the parties hereto hereby agrees that, on each Increas e d Facility Closing Date, this Agreement (and the Schedules and Exhibits hereto) shall be amended to the extent (but only to the extent) n e cessary to reflect the existence and terms of the increased Commitments evidenced thereb y. Any such deemed amendment may be e f fected in writing by the Administrative Agent with the Borrowe r’s consent (not to be unreasonably withheld) and furnished to the other parties hereto.
SECTION 2.19. Extension of Maturity Date.
(a) The Borrower ma y, by notice to the Administrative Agent (who shall promptly notify the Lenders) not less than 30 Business D ays prior to the Maturity Date or the initial Extended Maturity Date (the “Initial Extended Maturity Date”), request that each Lender extend such Lende r’s Maturity Date for additional one year periods (each, an “Extended Maturity Date” and the maturity date in e f fect prior to such extension, the “Existing Maturity Date”); p r ovided that (i) no more than two such requests shall be made and (ii) in no event, after giving e f fect to such extension, shall the Maturity Date extend beyond the seventh anniversary of the following the First Amendment E f fective Date.
(b) Each Lende r, in its sole discretion, shall advise the Administrative Agent whether or not such Lender agrees to such exten s ion. If a Lender agrees to such extension (an “Extending Lender”), it shall notify the Administrative Agent, in writing, of its decision to do so within 15 Business Days of such notice. A Lender that determines not to so extend its Commitment (a “Non-Extending Lender”) shall so notify the Administrative Agent promptly after making such determination. If a Lender does not give timely notice within such 15 Business Day period to the Ad m inistrative Agent of whether or not such Lender agrees to such extension, it shall be deemed to be a Non-Extending Lender; provided that any Non-Ex t ending Lender ma y, with the consent of the Borrower and the Administrative Agent (such consent of the Administrative Agent not to be unreasonably withheld, conditioned or delayed), subsequently become an Extending Lender by notice to the Administrative Agent and the Borrowe r.
(c) The Administrative Agent shall notify the Borrower promptly of each Lende r’s determination.
(d) The Borrower shall have the right on or before the applicable Extended Maturity Date, at its own expense, to require any N o n- Extending Lender to transfer and assign without recourse (in accordance with and subject to the restrictions contained in Sect i on 10.06) all its interests, rights and obligations under this Agreement to one or more banks or other financial institutions identified to the Non-Extendi n g Lende r, which may include any Lender (each an “Additional Lender”), provided that (x) if such Additional Lender is not already a Lender hereunde r, such Additional Lender shall be subject to the
52

approval of the Administrative Agent, each Issuing Bank and the Borrower (such approvals not to be unreasonably withheld); (y) such assignment shall become e f fective as of a date specified by the Borrower; and (z) the Additional Lender shall pay to such Non-Extending Lender i n immediately available funds on the e f fective date of such assignment the principal of, and interest accrued to the date of payment on, the Loans made by it hereunder and all other amounts accrued for its account or owed to the Non-Extending Lender hereunde r.
(e) If (and only if) the total of the Commitments of the Lenders that have agreed to extend their Maturity Date or their Initial Extended Maturity Date, as applicable, and the additional Commitments of the Additional Lenders shall be more than 50% of the aggregate amount of the Commitments in e f fect immediately prior to the applicable Extended Maturity Date, then, upon the Borrowe r’s election and prompt notification to the Administrative Agent, the Maturity Date or the Initial Extended Maturity Date, as applicable, of each Extending Lender and of e ach Additional Lender shall be extended to the date falling one (1) year after the Existing Maturity Date (except that, if such date is not a Busine s s Da y, such Maturity Date as so extended shall be the immediately preceding Business Day) and each Additional Lender shall thereupon become a “Lender” for a ll purposes of this Agreement. In the event of any such extension, the Commitment of each Non-Extending Lender that has not been replaced as provi d ed in
Section 2.19(d) shall terminate on the Maturity Date in e f fect prior to any such extension and the outstanding principal balan c e of all Loans and other amounts payable hereunder to such Non-Extending Lender shall become due and payable on such Maturity Date and the total Commit m ents of the Lenders hereunder shall be reduced by the Commitments of the Non-Extending Lenders so terminated on such Maturity Date.
(f) Notwithstanding the foregoing, the extension of the Maturity Date or the Initial Extended Maturity Date, as applicable, pu r suant to this Section shall not be e f fective with respect to any Lender unless (i) no Default or Event of Default has occurred and is contin u ing on the Existing Maturity Date after giving e f fect to such extension; and (ii) the representations and warranties of the Borrower set forth in A rticle IV (other than
Section 4.06) shall be true and correct in all material respects on and as of the applicable Existing Maturity D d ate of such extension’s e f fectiveness as though made on and as of such date (o r, if any such representation or warranty is expressly stated to have been made as of a s p ecific date, true and correct in all material respects as of such specific date and, for purposes of this Section 2.19, the representations and warr a nties contained in
Section 4.04 shall be deemed to refer to the most recent statements delivered pursuant to clauses (a) and (b), respectivel y, of Section 6.01) (provided, that such materiality qualifier shall not be applicable to any representation or warranty that already is qualified or modified by materiality in the text thereof). As a condition precedent to each such extension, the Borrower shall deliver to the Administrative Agent a certificate of the Borrower dated as of the e f fective date of such extension and signed by a Financial O f ficer of the Borrower certifying as to compliance with this Section 2.19(f).
A R TICLE III LETTERS OF CREDIT
SECTION 3.01. L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing Banks, in reliance on the agreements of the other Lenders set forth in Section 3.04(a), agrees to issue standby letters of credit (“Letters of Credit”) for the account of the Borrower or any of its Subsidiaries on any Business Day during the A vailability Period; p rovided that the Issuing Banks shall have no obligation to issue any Letter of Credit if, after giving e f fect to such issuance, (i) the L/C Obligations (including the Dollar Equivalent of such Lende r’s Foreign Cu r rency Letters of Credit) owing to the relevant Issuing Bank would exceed such Issuing Bank’s Individual L/C Sublimit, (ii) the sum of the L/C Obligatio n s owing to the Issuing Banks would exceed the L/C Sublimit or (iii) the sum of the total Credit
53

Exposures would exceed the total Commitments. Each Letter of Credit shall (i) be denominated in Dollars, Euro or Pounds Sterli n g and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior t o the Maturity Date, p rovided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in n o event extend beyond the date referred to in clause (y) above); p rovided, furthe r, that any Letter of Credit ma y, upon the request of the Borrower and without the consent of any other Issuing Bank or Lende r, include a provision whereby such Letter of Credit shall be renewed automatically for additional c onsecutive periods of
one year or less (but not beyond the date that is five Business Days prior to the Maturity Date) unless and until the applicab l e Issuing Bank notifies the beneficiary thereof in writing within the time period specified in such Letter of Credit o r, if no such time period is specifi e d, at least 30 days prior to the then-applicable expiration date, that such Letter of Credit will not be renewed.
(b) No Issuing Bank shall at any time be obligated to issue any Letter of Credit if such issuance would violate, or cause such Issuing Bank or any relevant L/C Participant to exceed any limits imposed b y, any applicable Requirement of Law or would violate one or more policies of such Issuing Bank applicable to letters of credit generall y.
SECTION 3.02. Procedure for Issuance of Letter of Credit. The Borrower may from time to time request that an Issuing Bank issue a Letter of Credit (or any amendment, renewal or extension of an outstanding Letter of Credit) by delivering to such Issuing Bank and the Administrative Agent at their respective addresses for notices specified herein an Application therefo r, completed to the satisfaction of such Issuing Bank, and such other certificates, documents and other papers and information as such Issuing Bank may request. Upon receipt of any Applicati o n, such Issuing Bank will process such Application and shall promptly issue the Letter of Credit requested thereby (but in no event shall such Issu i ng Bank be required to issue any Letter of Credit earlier than three Business Days after its receipt of the Application) by issuing the original of s u ch Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by such Issuing Bank and the Borrowe r. Such Issuing Bank shall furnish a c opy of such Letter of Credit to the Borrower promptly following the issuance thereof. Such Issuing Bank shall promptly furnish to the Administrative Agent, which shall in turn promptly furnish to the Lenders, notice of the issuance of each Letter of Credit (including the amount thereof).
SECTION 3.03. Fees and Other Cha r ges. (a) The Borrower will pay a fee on all outstanding Letters of Credit at a per annum rate equal to the Applicable Rate then in e f fect with respect to T erm Benchmark Loans hereunde r, shared ratably among the Lenders and payable quarterly in arrears in the currency such Letter of Credit was issued in on each Fee Payment Date after the issuance date. In addition, the Borrower shall pay to the relevant Issuing Bank for its own account a fronting fee of 0.125% per annum on the undrawn and unexpired amount of each Letter of Cred i t, payable quarterly in arrears in Dollars on each Fee Payment Date after the issuance date.
(b) In addition to the foregoing fees, the Borrower shall pay the Issuing Bank’s standard fees with respect to the issuing, am e ndment, renewal or extension of any Letter of Credit.
SECTION 3.04. L/C Participations. (a) The Issuing Banks irrevocably agree to grant and hereby grant to each L/C Participant, and, to induce the Issuing Banks to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing Banks, on the terms and conditions set forth belo w, for such L/C Participant’s own account and risk an undivi d ed interest equal to such L/C Participant’s Aggregate Exposure Percentage in the Issuing Banks’ obligations and rights under and in respect of each Lett e r of Credit and the amount of each draft paid by an Issuing Bank thereunde r. Each L/C Participant agrees with the Issuing Banks that, if a draft is paid under any Letter of Credit for which an Issuing Bank is not reimbursed in full by the Borrower in accordance with the terms of this Agreement (or i n the event that any reimbursement received by an Issuing Bank shall be
54

required to be returned by it at any time), such L/C Participant shall pay to the relevant Issuing Bank upon demand at the rel e vant Issuing Bank’s address for notices specified herein an amount equal to such L/C Participant’s Aggregate Exposure Percentage of the amount that is not so reimbursed (or is so returned). Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be a f fected by any circumstance, including (i) any seto f f, counterclaim, recoupment, defense or other right that such L/C Participant may have ag a inst the Issuing Banks, the Borrower or any other Person for any reason whatsoeve r, (ii) the occurrence or continuance of a Default or an Event of Def a ult or the failure to satisfy any of the other conditions specified in Article 5, (iii) any adverse change in the condition (financial or otherwise) of the Borrowe r, (iv) any breach of this Agreement or any other Loan Document by the Borrowe r, any other Loan Party or any other L/C Participant or (v) a ny other circumstance, happening or event whatsoeve r, whether or not similar to any of the foregoing.
(b) If any amount required to be paid by any L/C Participant to the Issuing Banks pursuant to Section 3.04(a) in respect of any unreimbursed portion of any payment made by the Issuing Banks under any Letter of Credit is paid to the Issuing Banks within t h ree Business Days after the date such payment is due, such L/C Participant shall pay to the Issuing Banks on demand an amount equal to the produ c t of (i) such amount, times (ii) the New Y ork Fed Bank Rate during the period from and including the date such payment is required to the date on wh i ch such payment is immediately available to the Issuing Banks, times (iii) a fraction the numerator of which is the number of days that elapse du r ing such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.04(a) is not m ade available to the relevant Issuing Bank by such L/C Participant within three Business Days after the date such payment is due, the relevant Issu i ng Bank shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate p e r annum applicable to ABR Loans hereunde r. A certificate of the relevant Issuing Bank submitted to any L/C Participant with respect to any amounts o w ing under this Section shall be conclusive in the absence of manifest erro r.
(c) Wheneve r, at any time after the relevant Issuing Bank has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 3.04(a), the relevant Issuing Bank receives any payment related to s u ch Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by the relevant I s suing Bank), or any payment of interest on account thereof, the relevant Issuing Bank will distribute to such L/C Participant its pro rata share thereof (it being understood that any such distribution shall be in Dollars and the Issuing Bank shall convert any amounts received by it in a currency oth e r than Dollars into the Dollar Equivalent thereof for purposes of such distribution); p rovided, howeve r, that in the event that any such payment received by the relevant Issuing Bank shall be required to be returned by the relevant Issuing Bank, such L/C Participant shall return to the relevant Issuing B ank the portion thereof previously distributed by the relevant Issuing Bank to it.
SECTION 3.05. Reimbursement Obligation of the Borrowe r. If an Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent an amount in the currency of s u ch LC Disbursement equal to such LC Disbursement not later than 12:00 noon, New Y ork City time, on the date that such LC Disbursement is made, if the Borrower shall have received notice of such LC Disbursement prior to 10:00 a.m., New Y ork City time, on such date, o r, if such notice has not been received by the Borrower prior to such time on such date, then not later than 12:00 noon, New Y ork City time, on the Business Day immediately f ollowing the day that the Borrower receives such notice, if such notice is not received prior to such time on the day of receipt. Each such payment s hall be made to the Issuing Banks at its address for notices referred to herein in Dollars and in immediately available funds. Interest shall be payable on any such amounts from the date on which the relevant draft is paid until payment in full at the rate set forth in (x) until the Business Day next succee d ing the date of the relevant notice, Section 2.10(a) and (y) thereafte r, Section 2.10(c).
55

SECTION 3.06. Obligations Absolute. The Borrowe r’s obligations to repay amounts paid under any Letter of Credit shall be absolute, unconditional and irrevocable under any and all circumstances and irrespective of any seto f f, counterclaim or defense to payme n t that the Borrower may have or have had against the Issuing Banks, any beneficiary of a Letter of Credit or any other Person. The Borrower also agrees with the Issuing Banks that the Issuing Banks shall not be responsible fo r, and the Borrowe r’s Reimbursement Obligations under Section 3.05 shall not be a f fected b y, among other things, (a) any lack of validity or enforceability of any Letter of Credit or this Agreement, or any term or provision t h erein, (b) any draft or other document presented under a Letter of Credit proving to be invalid, fraudulent or fo r ged in any respect or any statement therein being untrue or
inaccurate in any respect, (c) payment by the Issuing Banks under a Letter of Credit against presentation of a draft or other d ocument that does not comply with the terms of such Letter of Credit, or (d) any other event or circumstance whatsoeve r, whether or not similar to a n y of the foregoing, that might, but for the provisions of this Section, constitute a legal or equitable discha r ge of, or provide a right of seto f f agai n st, the Borrowe r’s obligations hereunde r. The Issuing Banks shall not have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in the p r eceding sentence), or any erro r, omission, interruption, loss or delay in transmission or delivery of any draft, notice or message or advice, however tr a nsmitted, in connection with any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical t erms or any consequence arising from causes beyond the control of the Issuing Banks; p rovided that the foregoing shall not be construed to excuse the Issuing Banks from
liability to the Borrower to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by the Borrower to the extent permitted by applicable law) su f fered by the Borrower that are caused by the Issuing Banks’ failure to e xercise care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. The parties h e reto expressly agree that, in the absence of gross negligence or willful misconduct on the part of any Issuing Bank (as finally determined by a cou r t of competent jurisdiction), such Issuing Bank shall be deemed to have exercised care in each such determination. In furtherance of the fore g oing and without limiting the generality thereof, the parties agree that, with respect to documents presented which appear on their face to be in substa n tial compliance with the terms of a Letter of Credit, the applicable Issuing Bank ma y, in its sole discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or information to the contrar y, or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit.
SECTION 3.07. Letter of Credit Payments. If any draft shall be presented for payment under any Letter of Credit, the relevant Issuing Bank shall promptly notify the Borrower of the date and amount thereof. The responsibility of the relevant Issuing Bank to the Borrower in connection with any draft presented for payment under any Letter of Credit shall, in addition to any payment obligation expressly provided for in such Letter of Credit, be limited to determining that the documents (including each draft) delivered under such Letter of Credit in connection with such presentment are in conformity with such Letter of Credit.
SECTION 3.08. Applications. T o the extent that any provision of any Application related to any Letter of Credit is inconsistent with the provisions of this Agreement, the provisions of this Agreement shall appl y.
56

SECTION 3.09. Cash Collateralization. If on any date the L/C Obligations (including the Dollar Equivalent of any L/C Obligations with respect to a Foreign Currency Letter of Credit) exceed the L/C Sublimit or the L/C Obligations (including the Dollar Equivalent of such Lende r’s Foreign Currency Letters of Credit) owing to the relevant Issuing Bank would exceed such Issuing Bank’s Individual L/C Sublimi t, then, in either case, the Borrower shall within three Business Days after notice thereof from the Administrative Agent deposit in a cash collateral a ccount opened by the Administrative Agent an amount in Dollars (o r, at the option of the Administrative Agent, in the applicable currency) equal to such excess (in the case of cash collateralization in Dollars of L/C Obligations with respect to any Foreign Currency Letter of Credit, 1 15% of such exces s) plus accrued and
unpaid interest thereon. Any cash collateral delivered by the Borrower to the Administrative Agent pursuant to this Section 3.0 9 shall be maintained by the Administrative Agent in an interest bearing account in the name of the Borrowe r.
SECTION 3.10. Currency Adjustments.
(a) Notwithstanding anything to the contrary contained in this Agreement, for purposes of calculating any fee in respect of any Letter of Credit in respect of any Business Da y, the Administrative Agent shall convert the amount available to be drawn under any Letter of Credit denominated in a currency other than Dollars into the Dollar Equivalent of such amount.
(b) Notwithstanding anything to the contrary contained in this Article III, prior to demanding any reimbursement from the L/C P articipants pursuant to Section 3.04 in respect of any Letter of Credit denominated in a currency other than Dollars, the relevant Issuing Bank shall convert the Borrowe r’s obligations under Section 3.04 to reimburse the Issuing Bank in such currency into an obligation to reimburse the r e levant Issuing Bank in Dollars. The Dollar amount of the reimbursement obligation of the Borrower and the L/C Participants shall be computed by the r e levant Issuing Bank based upon the Dollar Equivalent for the day on which such conversion occurs, as determined by the Administrative Agent in acc o rdance with the terms hereof.
SECTION 3.1 1. Existing Letters of Credit. The Administrative Agent, the Lenders (including any Lender that issued any Existing Letter of Credit) and the Borrower agrees that, notwithstanding the provisions specified in the Existing Letters of Credit, e f fective as of the E f fective Date, the Existing Letters of Credit shall be deemed to have been issued as of the E f fective Date and deemed to be maintained unde r, and to be governed by the terms and conditions of, this Agreement as Letters of Credit as obligations of the Borrowe r.
SECTION 3.12. Replacement and Resignation of an Issuing Bank. Subject to the appointment and acceptance of a successor Issuing Bank acceptable to the Borrower (which consent not to be unreasonably withheld), any Issuing Bank may resign as an Issuing Bank by p roviding at least
thirty (30) days’ prior written notice to the Administrative Agent, the Lenders and the Borrowe r, in which case, such resigning Issuing Bank shall be replaced in accordance with this Section 3.12. An Issuing Bank may be replaced at any time by written agreement among the Borr o we r, the Administrative Agent, the replaced Issuing Bank and the successor Issuing Bank. The Administrative Agent shall notify the Lend e rs of any such resignation or replacement of an Issuing Bank. At the time any such resignation or replacement shall become e f fective, the Bor r ower shall pay all unpaid fees accrued for the account of the resigning or replaced Issuing Bank pursuant to Section 2.09(c). From and after the e f fecti v e date of any such replacement or resignation, (x) the successor Issuing Bank shall have all the rights and obligations of an Issuing Bank under t his Agreement with respect to Letters of Credit to be issued by it thereafter and (y) references herein to the term “Issuing Bank” shall be deemed to ref e r to such successor or to any previous Issuing Bank, or to such successor and all previous Issuing Banks, as the context shall require. After the resignation or replacement of an
Issuing Bank hereunde r, the resigning or replaced Issuing Bank shall remain a party hereto and shall continue to have all the r ights and obligations of an Issuing Bank under this Agreement with respect to Letters of Credit issued by it prior to such resignation or replacement, but shall not be required to issue additional Letters of Credit or extend or otherwise amend any existing Letter of Credit.
57

A R TICLE IV REPRESEN T A TIONS AND W ARRANTIES
The Borrower represents and warrants to the Lenders that:
SECTION 4.01. O r ganization; Powers. The Borrower and each of the Significant Subsidiaries is duly o r ganized, validly existing and in good standing under the laws of the jurisdiction of its o r ganization, has all requisite power and authority to carry on its bu s iness as now conducted and, except where the failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material A dverse E f fect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required.
SECTION 4.02. Authorization; Enforceabilit y. The T ransactions are within each Loan Party’s corporate or o r ganizational powers and authority and have been duly authorized by all necessary corporate or o r ganizational action. The Loan Documents (i) have been d uly executed and delivered by each Loan Party that is a party thereto, and (ii) constitute legal, valid and binding obligations of each Loan Pa r ty that is a party thereto, enforceable in accordance with their respective terms, subject to applicable bankruptc y, insolvenc y, reo r ganization, moratorium or other laws a f fecting creditors’ rights generally and subject to general principles of equit y, regardless of whether considered in a proceeding in e q uity or at la w.
SECTION 4.03. Governmental Approvals; No Conflicts. The T ransactions (a) do not require any consent or approval of, registration or filing with, or any other action b y, any Governmental Authorit y, except such as have been obtained or made and are in full for c e and e f fect, and except to the extent that the failure to obtain such consent or approval, or registe r, file, or take such action, would not, individu a lly or in the aggregate, reasonably be expected to result in a Material Adverse E f fect, (b) will not violate any applicable law or regulation or the charte r, by-laws or other o r ganizational documents of the Borrowe r, any Guarantor or any of the Significant Subsidiaries or any order of any Governmental Authorit y, except such violations of any la w, regulation, or orde r, individually or in the aggregate, that would not reasonably be expected to r e sult in a Material Adverse E f fect, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon the Borrow e r, any Guarantor or any of
the Significant Subsidiaries or their assets, or give rise to a right thereunder to require any payment to be made by the Borr o we r, any Guarantor or any of the Significant Subsidiaries, in each case (except in the case of any indenture or other agreement governing Material Indebted n ess) which would, individually or in the aggregate with such other instances, reasonably be expected to result in a Material Adverse E f fect, and (d) will not result in the creation or imposition of any Lien on any asset of the Borrower or any of the Significant Subsidiaries, other than any Liens p e rmitted by Section 7.01.
SECTION 4.04. Financial Statements. The Borrower has heretofore furnished to the Lenders its consolidated balance sheet, and related consolidated statement of income, consolidated statement of cash flows and consolidated statement of changes in stockholders’ i nvestment and comprehensive income, and the accompanying notes to such consolidated financial statements, as of and for the fiscal year ended May 31, 2023, reported on by Ernst & Y oung LL P, independent public accountants. Such financial statements, together with the accompanying no t es to such financial statements, present fairl y, in all material respects, the consolidated financial condition of the Borrower and its consolidated Subsidiaries as of such date and the results of operation and cash flows of the Borrower and its consolidated Subsidiaries for the year then ended, all in a ccordance with GAA P.
SECTION 4.05. T axes. The Borrower and each of its Significant Subsidiaries has filed or caused to be filed all T ax returns and reports required to have been filed and has paid or caused to be paid all T axes required to have been paid by it, except (a) T axes that are being contested in good faith by appropriate proceedings and for which the Borrower or such Significant Subsidiar y, as applicable, has set aside on its books, in accordance with GAA P, adequate reserves or (b) to the extent that the failure to do so would not reasonably be expected to result in a Material Adverse E f fect.
58

SECTION 4.06. Litigation and Environmental Matters. (a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against o r, to the knowledge of any Financial O f fice r, threatened against the Borrower or any of its Significant Subsidiaries (i) that would reasonably be expected, individually or in the aggregate, to result in a Material Adverse E f fect (o ther than the Disclosed Matters), or (ii) that purport to a f fect the legalit y, validit y, or enforceability of this Agreement or the other Loan Documents or the transactions contemplated thereb y.
(b) Except for the Disclosed Matters and except for any such matters that, individually or in the aggregate, would not reasona b ly be expected to result in a Material Adverse E f fect, each of the Borrower and its Significant Subsidiaries (i) is in compliance wi t h all applicable Environmental Laws and has obtained and maintained any permit, license, or other approval currently required under any applica b le Environmental La w, (ii) is not subject to any Environmental Liabilit y, and (iii) has not, to its knowledge, received notice of any claim with respect to any Environmental Liability or has knowledge of any event or circumstance that would reasonably be expected to give rise to such a claim.
(c) Since the date of this Agreement, there has been no change in the status of the Disclosed Matters that, individually or in the aggregate, has resulted in a Material Adverse E f fect.
SECTION 4.07. Subsidiaries. Schedule 4.07 hereto contains an accurate list of all of the Significant Subsidiaries of the Borrower as of the E f fective Date, setting forth their respective jurisdictions of incorporation and the percentage of their respective capital stock owned by the Borrower or other Subsidiaries. All of the issued and outstanding shares of capital stock of such Significant Subsidiaries have been duly a uthorized and issued and are fully paid and non-assessable.
SECTION 4.08. ERISA. No ERISA Event has occurred or is reasonably expected to occur that, either individually or when taken together with all other such ERISA Events for which liability is reasonably expected to occu r, would reasonably be expected to result in a Material Adverse E f fect. The present value of the aggregate benefit liabilities under each Single Employer Plan sponsored, maintained or contri b uted to by Borrowe r, or
its ERISA A f filiates (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Single Employer Plan), did not exceed the aggregate current value of the assets of su c h Single Employer Plan in an amount that could reasonably be likely to result in a Material Adverse E f fect.
SECTION 4.09. Compliance with Laws and Agreements. Each of the Borrower and its Significant Subsidiaries is in compliance with all laws, regulations and orders of any Governmental Authority applicable to it or its Property and all indentures, agreements and other instruments binding upon it or its Propert y, except where the failure to so compl y, individually or in the aggregate, would not reasonably be expe c ted to result in a Material Adverse E f fect. No Default has occurred and is continuing.
SECTION 4.10. Properties; Liens. The Borrower and each of the Significant Subsidiaries has good title to, or valid leasehold interests in, all its real and personal Property material to its business, except for any such defects that, individually or in the aggregat e, would not reasonably be expected to result in a Material Adverse E f fect, and none of such Property is subject to any Lien except as permitted by Secti o n 7.01.
59

SECTION 4.1 1. Investment Company Status. Neither the Borrower nor any of its Significant Subsidiaries is an “investment company” as defined in, or subject to regulation unde r, the Investment Company Act of 1940.
SECTION 4.12. Anti-Corruption Laws and Sanctions. The Borrower has implemented and maintains in e f fect policies and procedures reasonably designed to achieve compliance in all material respects by the Borrowe r, its Subsidiaries and their respective dire c tors, o f ficers, employees and, to the extent acting on behalf of Borrower or its Subsidiaries, agents with applicable Anti-Corruption Laws and applicable Sanctions. None of
(a) the Borrowe r, any Subsidiary or to the knowledge of the Borrower or such Subsidiary any of their respective directors, o f f i cers or employees, or (b) to the knowledge of the Borrowe r, any agent of the Borrower or any Subsidiary that will act in any capacity in connection w ith or benefit from the credit facility established hereb y, is a Sanctioned Person. No Borrowing or Letter of Credit, or use of proceeds from either w i ll be used, directl y, or to the knowledge of the Borrowe r, indirectl y, to (a) make any o f fe r, payment or give anything else of value to any person in viol a tion of applicable Anti- Corruption Laws or (b) finance or facilitate any activity which violates applicable Sanctions.
SECTION 4.13. Patriot Act Compliance. Each of the Borrower and its Significant Subsidiaries is in compliance with applicable provisions of the Patriot Act, except where the failure to so compl y, individually or in the aggregate, would not reasonably be expected t o result in a Material Adverse E f fect.
SECTION 4.14. A f fected Financial Institutions. No Loan Party is an A f fected Financial Institution.
A R TICLE V CONDITIONS
SECTION 5.01. E f fective Date. The obligations of the Lenders to make Loans and issue or participate in Letters of Credit shall not become e f fective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 1 0.01):
(a) The Administrative Agent (or its counsel) shall have received (i) from each party hereto either a counterpart of this Agre e ment signed on behalf of such party or written evidence satisfactory to the Administrative Agent (which may include telecopy transm i ssion or electronic mail of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement, and (ii) the Gu a rantee Agreement, executed and delivered by each Subsidiary set forth on Schedule 10.14 hereto.
(b) The Administrative Agent shall have received satisfactory evidence that the Existing Five-Y ear Credit Agreement has been terminated and all amounts payable by the Borrower thereunder have been paid in full. Such satisfactory evidence shall include the e f fectiveness of Section 1.07, which shall become e f fective on the E f fective Date.
(c) The Lenders shall have received a written opinion from counsel to the Borrowe r, substantially in the form of Exhibit D.
(d) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the o r ganization, existence and good standing of the Borrower and the domestic Significant Subs i diaries and the authorization of the T ransactions, all in form and substance reasonably satisfactory to the Administrative Agent and its couns e l.
60

(e) The Administrative Agent shall have received a certificate, dated as of the E f fective Date and signed by a Responsible O f f i cer of the Borrowe r, stating that (a) the representations and warranties contained in Article IV hereof are true and correct on and as of the E f fective Date, and (b) as of the E f fective Date, no Default has occurred and is continuing.
(f) Since May 31, 2023, there has been no change in the business, Propert y, financial condition or results of operations of the Borrower and its consolidated Subsidiaries taken as a whole which would reasonably be expected to have a Material Adverse E f fe c t, and the Administrative Agent shall have received a certificate to that e f fect, dated as of the E f fective Date and signed by a Responsible O f ficer of the Borrowe r.
(g) The Administrative Agent shall have received all fees required to be paid hereunder or under any other agreements related t o the revolving credit facility established in this Agreement on or prior to the E f fective Date and all out-of-pocket expenses requi r ed to be reimbursed or paid by the Borrower hereunder for which invoices have been presented to the Borrowe r.
(h) The Administrative Agent shall have received one Business Day prior to the E f fective Date all documentation and other information with respect to the Borrower and the Guarantors as required by bank regulatory authorities under applicable “know y our customer” and anti-money laundering rules and regulations, including the Patriot Act.
(i) The Administrative Agent shall have received evidence satisfactory to it that the Existing Three-Y ear Credit Agreement has been terminated and all amounts payable by the Borrower thereunder have been paid in full and the Three-Y ear Credit Agreement shall have been executed and delivered by all parties thereto and that all conditions precedent to the e f fectiveness thereof shall have been satisfied or waived.
The Administrative Agent shall notify the Borrower and the Lenders of the E f fective Date, and such notice shall be conclusive a nd binding. Notwithstanding the foregoing, the obligations of the Lenders to make Loans hereunder shall not become e f fective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 10.01) at or prior to 5:00 p.m., New Y ork City time, on March 15, 2024 (and, in the event such conditions are not so satisfied or waived, the Commitments shall terminate at such time).
SECTION 5.02. Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing and issue or participate in Letters of Credit (each of the foregoing, a “Credit Event”) is subject to the satisfaction of the following conditions:
(a) The representations and warranties of the Borrower set forth in Article IV (in the case of any Credit Event after the E f fective Date, other than Section 4.06) hereof shall be true and correct in all material respects on and as of the date of such Borrowing as though made on and as of such date (except to the extent that any such representation or warranty expressly relates to a specified earlier date, in which case su c h representation or warranty shall be true and correct in all material respects (or in all respects, as applicable) as of such earlier date) (provided, that such materiality qualifier shall not be applicable to any representation or warranty that already is qualified or modified by materiality in the text thereof).
61

(b) At the time of and immediately after giving e f fect to such Borrowing no Default shall have occurred and be continuing.
Each Borrowing by and issuance of a Letter of Credit on behalf of the Borrower shall be deemed to constitute a representation a nd warranty by the
Borrower on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section 5.02.
A R TICLE VI AFFIRM A TIVE COVENANTS
Until the Commitments have expired or been terminated, the principal of and interest on each Loan and all fees payable hereunder shall have been paid in full and no Letter of Credit remains outstanding (unless such Letters of Credit have been cash collateralized pursuant to the terms hereof) the Borrower covenants and agrees with the Lenders that:
SECTION 6.01. Financial Statements and Other Information. The Borrower will furnish to the Administrative Agent and each Lender: (a) within fifteen (15) days after the same are required to be filed with the SEC (o r, to the extent no longer required to be f iled with
the SEC, within ninety (90) days after the end of each fiscal year of the Borrower), its audited consolidated balance sheet and related consolidated
statements of income, cash flows and changes in stockholders’ investment and comprehensive income as of the end of and for each fiscal year of the Borrowe r, setting forth in each case the figures for the previous fiscal yea r, all reported on by Ernst & Y oung LLP or oth e r independent public accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qual i fication or exception as to the scope of such audit) (it being understood that the filing of such financial statements with the SEC shall c onstitute delivery thereof to the Administrative Agent and each Lender);
(b) within fifteen (15) days after the same are required to be filed with the SEC (o r, to the extent no longer required to be f iled with the SEC, within forty-five (45) days after the end of each of the first three (3) fiscal quarters of each fiscal year of the B o rrower), an unaudited condensed consolidated balance sheet and related condensed consolidated statements of income and cash flows as of the end of a n d for each of the first three (3) fiscal quarters of each fiscal year of the Borrower and the then elapsed portion of the fiscal yea r, setting f o rth in each case the figures for the corresponding period or periods of (o r, in the case of the balance sheet, as of the end of) the previous fiscal yea r, a nd, solely in the event such financial statements are no longer required to be filed with the SEC, all certified by one of its Financial O f ficers as p r esenting fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a con s olidated basis as of, and fo r, such periods in accordance with GAAP consistently applied, subject to normal yea r-end audit adjustments and the absen c e of footnotes (it being understood that the filing of such financial statements with the SEC shall constitute delivery thereof to the Administra t ive Agent and each Lender);
(c) concurrently with, or within ten (10) days afte r, any delivery of financial statements under clause (a) or (b) above, a ce r tificate of
a Financial O f ficer of the Borrower (i) certifying as to whether a Default or Event of Default has occurred and, if a Default o r Event of Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, and (ii) setting f o rth reasonably detailed calculations demonstrating compliance with Section 6.09, which certificate shall be substantially in the form of Exhibit H hereto;
62

(d) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and prospect u ses filed by the Borrowe r, any Guarantor or any Significant Subsidiary with the SEC (it being understood that the filing of such d o cuments with the SEC shall constitute delivery thereof to the Administrative Agent and each Lender); and
(e) as promptly as reasonably practicable following any request therefo r, such other information (including relevant non-finan c ial information) as the Administrative Agent or any Lender may from time to time reasonably request.
SECTION 6.02. Use of Proceeds. The proceeds of the Loans and Letters of Credit will be used only for general corporate purposes, including acquisitions. No part of the proceeds of any Loan or Letter of Credit will be used, whether directly or indirectl y, f or any purpose that entails a violation of any of the regulations of the Board, including Regulation U, to the extent applicable. If requested by any Lender or the Administrative Agent in connection with or immediately following a drawing, the Borrower will furnish to the Administrative Agent and each such req u esting Lender a statement to the foregoing e f fect in conformity with the requirements of FR Form G-3 or FR Form U-1, as applicable, referred to in Regulation U.
SECTION 6.03. Notice of Material Events. The Borrower will furnish to the Administrative Agent and each Lender prompt written notice of the occurrence of any Default or Event of Default or any other development that results in, or would reasonably be expected to result in, a Material Adverse E f fect. Each notice delivered under this Section shall be accompanied by a statement of a Financial O f ficer or other executive o f ficer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be ta k en with respect thereto.
SECTION 6.04. Existence; Conduct of Business. Except as permitted by Section 7.02, the Borrower will, and will cause each Significant Subsidiary to do all things necessary to preserve and maintain its legal existence and the rights, licenses, permits, privileg e s, and franchises material to the conduct of its business, except where the failure to maintain any such rights, licenses, permits, privileges, and franchis e s would not, individually or in the aggregate, reasonably be expected to have a Material Adverse E f fect.
SECTION 6.05. Payment of T axes. The Borrower will, and will cause each Subsidiary to, pay and discha r ge all taxes, assessments, and governmental cha r ges or levies imposed upon it or upon its income or profits, or upon any Property belonging to it, except whe r e failure to do any of the foregoing would not have a Material Adverse E f fect and provided that neither the Borrower nor a Subsidiary shall be required to pay any such tax, assessment, cha r ge, or levy the payment of which is being contested in good faith and by appropriate proceedings and as to whi c h appropriate reserves are being maintained in accordance with GAA P.
SECTION 6.06. Compliance with Laws. The Borrower will, and will cause each of its Significant Subsidiaries to, comply with all laws, rules, regulations and orders of any Governmental Authority applicable to it or its Propert y, except where the failure to do s o, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse E f fect. The Borrower will maintain in e f fect and e n force policies and procedures reasonably designed to achieve compliance in all material respects by the Borrowe r, its Subsidiaries and their resp e ctive directors, o f ficers, employees and agents acting on behalf of the Borrower or its Subsidiaries, with applicable Anti-Corruption Laws and applicable Sanctions.
63

SECTION 6.07. Maintenance of Properties; Insurance. The Borrower will, and will cause each of its Significant Subsidiaries to, (a) keep and maintain all Property material to the conduct of its business in good working order and condition, ordinary wear and tear e xcepted, except where failure to do so would not reasonably be expected to have a Material Adverse E f fect, and (b) maintain, with financially sound a nd reputable insurance companies, insurance on its Property in such amounts and against such risks as are consistent with prudent business practice, a nd the Borrower will furnish to any Lender upon request full information as to the insurance carried.
SECTION 6.08. Books and Records; Inspection Rights. The Borrower will, and will cause each of its Significant Subsidiaries to, keep proper books of record and account in which full, true and correct entries are made of all dealings and transactions in relati o n to its business and activities. The Borrower will, and will cause each of its Significant Subsidiaries to, permit any representatives designated by the Administrative Agent or any Lende r, upon reasonable prior notice, but no more than once a year unless an Event of Default has occurred and is continui n g, to visit and inspect its Properties (subject to such limitations as the Borrower may reasonably impose to ensure safety or compliance with any applicab l e legal or contractual restrictions or obligations), to examine and make extracts from its books of accounts and other financial records (to the exte n t reasonable), and to
discuss its a f fairs, finances and condition with its o f ficers and independent accountants (to the extent reasonable), all at s u ch reasonable times and intervals as the Lenders may designate.
SECTION 6.09. Leverage. The Borrower will maintain, on the last day of each fiscal quarter of Borrower ended after the E f fective Date, a T otal Leverage Ratio of not more than 3.50 to 1.00; p rovided that at the Borrowe r’s election and upon written notice from the Borrower to the Administrative Agent within thirty (30) days after the consummation of a Material Acquisition, for the fiscal quarter in which such Material Acquisition is consummated and each of the three fiscal quarters thereafte r, the maximum T otal Leverage Ratio pursuant to this Section 6.09 shall increase to 4.00 to
1.00; p rovided that following any such increase, the maximum T otal Leverage Ratio shall be 3.50 to 1.00 for at least two consecutive fiscal quarter end dates before the maximum T otal Leverage Ratio may be increased to 4.00 to 1.00 again as a result of a subsequent Material Acqu i sition.
A R TICLE VII NEG A TIVE COVENANTS
Until the Commitments have expired or been terminated, the principal of and interest on each Loan and all fees payable hereunder has been paid in full and no Letter of Credit remains outstanding (unless such Letters of Credit have been cash collateralized pur s uant to the terms hereof) the Borrower covenants and agrees with the Lenders that:
SECTION 7.01. Liens. The Borrower will not, nor will it permit any consolidated Subsidiary to, create, incu r, assume or su f fer to exist, any Lien on any of its Property or assets now owned or hereafter acquired (other than Unrestricted Ma r gin Stock), except:
(a) Liens which may be hereafter created to secure payment of the Obligations;
(b) Liens incurred or deposits or pledges, made in the ordinary course of business, to secure payment of workers’ compensation, unemployment insurance, old age pensions, or other social security obligations;
(c) Liens incurred or deposits or pledges, made in the ordinary course of business, to secure performance of bids, tenders, co n tracts (other than contracts for Indebtedness), leases, public, or statutory obligations, surety bonds, appeal bonds, or other Liens or depo s its or pledges for purposes of like general nature made in the ordinary course of business;
64

(d) Deposits or pledges for the purpose of securing an appeal, stay or discha r ge in the course of legal proceedings, or Liens f or judgments or awards which were not incurred in connection with Indebtedness or the obtaining of advances or credits; p rovided such deposits, pledges and Liens do not, in the aggregate for the Borrower and the consolidated Subsidiaries, materially detract from the value of their assets or Properties or materially impair the use thereof in the ordinary course of business and such appeal, judgment or award, as the case may be, is being dil i gently contested or litigated in good faith by appropriate proceedings; provided furthe r, there has been set aside on the books of the Borrower or the consolidated Subsidiaries, as the case may be, reserves in accordance with GAAP with respect thereto; and provided further execution is not levied upon any such judgment or award;
(e) Liens for taxes, fees, assessments and governmental cha r ges not delinquent or which are being contested in good faith by a p propriate proceedings, p rovided there has been set aside on the books of the Borrower or the consolidated Subsidiaries, as the case may be, adequate r eserves in accordance with GAAP with respect thereto; and provided furthe r, execution is not levied upon any such Lien;
(f) Mechanics’, carriers’, workers’, repairmen’s or other like Liens arising in the ordinary course of business securing oblig a tions which are not overdue for a period of more than ninety (90) calendar days, or which are being contested in good faith by appropriate proceedings; provided there has been set aside on the books of the Borrower and the consolidated Subsidiaries, as the case may be, adequate reserves in accordance with GAAP with respect thereto; and provided furthe r, execution is not levied upon any such Lien;
(g) Lessors’ interests under capital leases;
(h) Liens on Property acquired or constructed with the proceeds of any tax-exempt bond financing to secure such financing;
(i) Liens securing Indebtedness of a consolidated Subsidiary to the Borrower or any Guarantor o r, in the case of Indebtedness o f a consolidated Subsidiary which is not a Guaranto r, to any consolidated Subsidiary which is not a Guarantor;
(j) Liens existing on the Property of a corporation or other business entity immediately prior to its being consolidated with o r me r ged into the Borrower or a consolidated Subsidiary or its becoming a consolidated Subsidiar y, or Liens existing on any Property acquired by the Borrower or a consolidated Subsidiary at the time such is so acquired (whether or not the Indebtedness secured thereby shall have been assum e d), p rovided that (i) no such Lien was created or assumed in contemplation of such consolidation or me r ger or such entity’s becoming a consolidated Sub s idiary or such acquisition of Propert y, and (ii) each such Lien shall only cover the acquired Property and, if required by the terms of the i n strument originally creating such Lien, Property which is an improvement to or is acquired for specific use in connection with such acquired Property;
(k) Liens on Flight Equipment acquired on or after the date of this Agreement which (i) secure the payment of all or any part o f the purchase price of such Flight Equipment or improvements thereon or modifications thereto, (ii) are limited to the Flight Equip m ent so acquired and improvements thereon or modifications thereto, and (iii) attach to such Flight Equipment within one (1) year after the acquisi t ion, improvement, or modification of such Flight Equipment;
65

(l) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connec t ion with the importation of goods;
(m) Zoning, building or other restrictions, variances, covenants, rights of wa y, encumbrances, easements, and other minor irre g ularities in title, none of which, individually or in the aggregate, (i) interfere in any material respect with the present use or occupancy of the a f fected parcel by the Borrower or any Subsidiar y, (ii) have no more than an immaterial e f fect on the value thereof or its use, or (iii) would impair the ability of such parcel to be sold for its present use;
(n) Liens arising solely by virtue of (i) any law or regulation relating to banke r’s liens, or (ii) rights of set-o f f or simil a r rights and remedies, in each case as to deposit accounts or other funds maintained with a creditor depository institution;
(o) Liens to secure Indebtedness for the purpose of financing all or any part of the purchase price or the cost of construction or improvement of the Property subject to such Lien; p rovided, howeve r, that (i) the principal amount of any Indebtedness secured by such Lien does not exceed one hundred percent (100%) of such purchase price or cost, and (ii) such Lien does not extend to or cover any other Pro p erty other than such item of Property so acquired, constructed, or improved;
(p) Liens arising out of the refinancing, extension, renewal or refunding of any Indebtedness secured by any Lien permitted by clauses (h), (j), (k), and (o) of this Section 7.01; p rovided that such Indebtedness is not increased and is not secured by any additional assets;
(q) Liens incurred or deposits or pledges made for the purpose of complying with any cash collateralization requirements resul t ing from defaults by lenders under any syndicated letter of credit facility the Borrower may have in place from time to time;
(r) Liens not otherwise permitted by Sections 7.01(a) through (q); p rovided that, as of the date any Lien is incurred and as of the end of each fiscal quarter of the Borrower ending after February 29, 2024, the sum of (i) the aggregate principal amount of all outstanding Long T erm Debt of the consolidated Subsidiaries which are not Guarantors (excluding the Current Maturities of any such Long T erm Debt and any Lo n g T erm Debt of a consolidated Subsidiary owing to the Borrower or another consolidated Subsidiary that is a Guarantor), p lus (ii) the aggregate principal amount of all outstanding Long T erm Debt of the Borrower or any Guarantor (excluding the Current Maturities of any such Long T erm Debt and a n y Long T erm Debt of a consolidated Subsidiary owing to the Borrower or another consolidated Subsidiary that is a Guarantor) which is secured as permitted by this
Section 7.01(r), does not exceed ten twelve percent (10 12%) of Consolidated Adjusted T otal Assets. as of the last day of the most recently ended fiscal quarter of the Borrower for which financial statements have been delivered as required by Section 6.01(a) or (b), as applicabl e; and
(s) Prior to Consummation of the Freight Separation, Liens incurred in connection with an escrow or similar arrangement (inclu d ing any segregated account) in connection with the Freight Separation Indebtedness.
SECTION 7.02. Me r ger and Consolidation. The Borrower will not, nor will it permit any consolidated Subsidiary to, me r ge with or into, or consolidate, or consummate a Division as the Dividing Person, or enter into any analogous transaction with, any other Perso n, or sell all or substantially all of the assets of the Borrower and its consolidated Subsidiaries taken as a whole, except:
(a) Any consolidated Subsidiary or other corporation or entity may me r ge with or into, or consolidate or enter into any analog o us transaction with, the Borrowe r, p rovided that, immediately after giving e f fect to any such me r ger or consolidation, (i) the Borrower shall be the continuing or surviving corporation, and (ii) no Default or Event of Default shall exist;
66

(b) Any consolidated Subsidiary may me r ge with or into, or consolidate or enter into any analogous transaction with, any conso l idated
Subsidiary so long as, immediately after giving e f fect thereto, no Default or Event of Default shall exist;
(c) The Borrower or any consolidated Subsidiary may transfer its assets to the Borrower or any consolidated Subsidiar y, so long as immediately after giving e f fect thereto, no Default or Event of Default shall exist;
(d) Any corporation or other entity may me r ge with or into, or consolidate or enter into any analogous transaction with, any c o nsolidated Subsidiar y, so long as immediately after giving e f fect to any such me r ger or consolidation, (i) the continuing or surviving en t ity shall be a consolidated Subsidiar y, and (ii) no Default or Event of Default shall exist;
(e) Any consolidated Subsidiary that is not a Significant Subsidiary may me r ge with or into, or consolidate, or enter into any analogous transaction with, any Person if the primary purpose of such transaction is to discontinue the existence of such consolidated S u bsidiary or dispose of such consolidated Subsidiar y, so long as immediately after giving e f fect thereto, no Default or Event of Default shall exist; and
(f) Any Specified Guaranto r, other Guaranto r, Significant Subsidiary or other Subsidiary that is an LLC or a limited partnersh i p may consummate a Division as the Dividing Person if, immediately upon the consummation of such Division, the assets of the applica b le Dividing Person are held by (i) in the case of a Dividing Person that was a Specified Guarantor immediately prior to the consummation of such D ivision, one or more Specified Guarantors immediately upon the consummation of the such Division (ii) in the case of a Dividing Person that was such other Guarantor immediately prior to the consummation of such Division, one or more Guarantors immediately upon the consummation of the such D i vision, (iii) in the case of a Dividing Person that was a Significant Subsidiary immediately prior to the consummation of such Division, one or more Significant Subsidiaries immediately upon the consummation of the such Division or (iv) in the case of a Dividing Person that was such oth e r Subsidiary immediately prior to the consummation of such Division, one or more Subsidiaries immediately prior to the consummation of such Division, o r, with respect to assets not so held by one or more Specified Guarantors, other Guarantors, Significant Subsidiaries or other Subsidi a ries, respectively the sale, transfer or other disposition of such assets would otherwise be permitted under this Agreemen t.;
(g) The Borrower or any Subsidiary of the Borrower may dispose of Freight SpinCo (in whole or in part) in one or more transact i ons;
(h) The Borrower or any Subsidiary of the Borrower may contribute, distribute or otherwise transfer (in one or more transactio n s) all or any portion of the Freight Business (including any equity interests in FedEx Freight, Inc. or any of its subsidiaries and any a sset held or used in connection with the Freight Business) to Freight SpinCo or any of its subsidiaries;
(i) The Borrower or any Subsidiary of the Borrower may e f fect the Freight Separation; and
(j) Each of the Borrowe r, Freight SpinCo and their respective subsidiaries may make one or more distributions to its sharehold e rs in connection with the Freight Separation.
67

SECTION 7.03. [Reserved]. SECTION 7.04. [Reserved].
SECTION 7.05. Use of Proceeds. The Borrower will not request any Borrowing or Letter of Credit, and the Borrower shall not directl y, or knowingl y, indirectl y, use, and shall procure that its Subsidiaries and its or their respective directors, o f ficers and employ e es and agents acting on behalf of Borrower or its Subsidiaries in connection with this Agreement shall not use the proceeds of any Borrowing or Letter of Cre d it (A) in furtherance of an o f fe r, payment, promise to pa y, or authorization of the payment or giving of mone y, or anything else of value, to any Person in violation of any applicable Anti-Corruption Laws, or (B) for the purpose of funding, financing or facilitating any activities, business or tran s action of or with any Sanctioned Person, or in any Sanctioned Country to the extent such activities, business or transaction would be prohibited by S anctions if conducted by
a corporation incorporated in the United States or in a European Union member state.
SECTION 7.06. Freight Separation(i) .
(a) The Freight Separation will be e f fectuated substantially in accordance with the Form 10 relating to the Freight Business t h at has been publicly filed with the SEC (giving e f fect to any transition services agreements or other agreements entered into in connection with the Freight Separation and described therein).
(b) Commencing upon the incurrence of Freight Separation Indebtedness (o r, if earlie r, the Consummation of the Freight Separat i on), the Borrower will not, and will not permit any of its Subsidiaries (other than Freight SpinCo) to, contribute to Freight SpinCo any asset (including cash) that is not held, used in connection with or otherwise constituting any part of the Freight Business; provided that (i) any transac t ion permitted by
Section 7.02(h) shall be permitted by this Section 7.06(b) and (ii) after Consummation of the Freight Separation, the Borrower and its Subsidiaries may enter into any transaction with Freight SpinCo or any of its subsidiaries that is not otherwise prohibited by this Agreement.
(c) Except in connection with Consummation of the Freight Separation, the Borrower will not, and will not permit any of its Su b sidiaries to, permit the proceeds of any Freight Separation Indebtedness to be held in a non-segregated account; provided that, if the F r eight Separation is publicly abandoned by the Borrowe r, such proceeds shall be applied (including pursuant to a “special mandatory redemption” pro v ision, other similar provision or any other method) to repay and discha r ge such Freight Separation Indebtedness in accordance with the terms of the definitive
documentation relating to such Freight Separation Indebtedness; provided, furthe r, if such definitive documentation does not p r ovide a deadline for such repayment and discha r ge, the Borrower shall cause such proceeds to be so applied reasonably promptly after its public abandonm e nt of the Freight Separation (and in such case, the Borrower shall not be required to cause such application any sooner than the applicable time period for an optional redemption set forth in such definitive documentation).
A R TICLE VIII EVENTS OF DE F AU L T
If any of the following events (each, an “Event s of Default”) shall occur:
(a) the Borrower fails to pay any principal of any Loan or Reimbursement Obligation when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or otherwise;
68

(b) the Borrower fails to pay any interest on any Loan, Reimbursement Obligation or any fee or any other amount (other than an amount referred to in paragraph (a) of this Article VIII) payable under this Agreement, when and as the same shall become due a nd payable, and such failure shall continue unremedied for a period of five (5) Business Days;
(c) any representation or warranty made or deemed made by or on behalf of the Borrower or any Subsidiary in or in connection w i th this Agreement or any amendment or modification hereof, or in any certificate furnished pursuant to or in connection with this Agreement or any amendment or modification hereof, prove to have been incorrect in any material respect when made or deemed made;
(d) the Borrower fails to observe or perform any covenant, condition, or agreement contained in Sections 6.02, 6.03, 6.09, 7.0 1 o r,
7.02 or 7.06;
(e) the Borrower fails to observe or perform any covenant, condition, or agreement contained in this Agreement (other than tho s e specified in paragraphs (a), (b), (c), or (d) of this Article VIII), and such failure shall continue unremedied for a period of thirty (30) days after written notice thereof to the Borrower from the Administrative Agent or any Lender;
(f) the Borrower or any Significant Subsidiary fails to make any payment (whether of principal or interest and regardless of a m ount)
in respect of any Material Indebtedness, when and as the same shall become due and payable, after giving e f fect to any applica b le grace period;
(g) any event or condition occurs that results in any Material Indebtedness becoming due prior to its scheduled maturity or th a t enables or permits (with or without the giving of notice, the lapse of time, or both) the holder or holders of any Material In d ebtedness or any trustee or agent on its or their behalf to cause any Material Indebtedness to become due, or to require the prepayment, repurc h ase, redemption, or defeasance thereof, prior to its scheduled maturity; p rovided that this paragraph (g) shall not apply to (i) secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the Property or assets securing such Indebtedness and (ii) secured Indebtedness t hat becomes due in accordance with its terms as a result of the voluntary or involuntary sale, transfe r, or disposition of the Property or assets securing such Indebtedness;
(h) an involuntary proceeding is commenced or an involuntary petition is filed seeking (i) liquidation, reo r ganization, or oth e r relief in respect of the Borrower or any Significant Subsidiary or its debts, or of a substantial part of its assets, under any Feder a l, state, or foreign bankruptc y, insolvenc y, receivership, or similar law now or hereafter in e f fect, or (ii) the appointment of a receive r, truste e, custodian, sequestrato r, conservato r, or similar o f ficial for the Borrower or any Significant Subsidiary or for a substantial part of its assets, and, in any such case, such proceeding or petition shall continue undismissed for sixty (60) days or an order or decree approving or ordering a n y of the foregoing shall be entered;
(i) the Borrower or any Significant Subsidiary (i) voluntarily commences any proceeding or files any petition seeking liquidat i on, reo r ganization or other relief under any Federal, state or foreign bankruptc y, insolvenc y, receivership or similar law now or h ereafter in e f fect, (ii) consents to the institution of, or fails to contest in a timely and appropriate manne r, any proceeding or petition descri b ed in clause (h) of this Article VIII, (iii) applies for or consent to the appointment of a receive r, trustee, custodian, sequestrato r, conservator or s imilar o f ficial for the Borrower or any Significant Subsidiary or for a substantial part of its assets, (iv) files an answer admitting the material al l egations of a petition filed against it in any such proceeding, (v) makes a general assignment for the benefit of creditors, or (vi) takes any action for the purpose of e f fecting any of the foregoing;
69

due;
(j) the Borrower or any Significant Subsidiary fails to pa y, or admits in writing its inability to pa y, its debts generally as they become
(k) except for the release of Freight SpinCo or any of its subsidiaries from its guarantee obligations (if any) pursuant to
Section 10.14(d), the guarantee of any Significant Subsidiary contained in its respective Guarantee Agreement ceases, for any reason, to be in f u ll force and e f fect or the Borrower or such Significant Subsidiary so asserts;
(l) the Borrower or any Significant Subsidiary fails within forty-five sixty (45 60) days to pa y, bond or otherwise discha r ge any judgment or order for the payment of money in excess of $200,000,000 225,000,000, which is not stayed on appeal or otherwise being appropriately contested in good faith;
(m) an ERISA Event has occurred that, when taken together with all other ERISA Events that have occurred, would reasonably be expected to result in a Material Adverse E f fect; or
(n) a Change of Control occurs;
then, and in every such event (other than an event with respect to the Borrower described in paragraphs (h) or (i) of this Art i cle VIII), and at any time thereafter during the continuance of such event, the Administrative Agent ma y, and at the request of the Required Lenders shal l, by notice to the Borrowe r, take either or both of the following actions, at the same or di f ferent times: (i) terminate the Commitments, and thereupon the Commitments shall terminate immediatel y, and (ii) declare the Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so d eclared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder (including all amounts of L/C Obligations, whether or not the beneficiaries of the then outstanding Letters of Credit shall have presented the documents req u ired thereunder), shall become due and payable immediatel y, without presentment, demand, protest, or other notice of any kind, all of which are hereby waived by the Borrower; and in case of any event with respect to the Borrower described in paragraphs (h) or (i) of this Article VIII, the C o mmitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder (including all amounts of L/C Obligations, whether or not the beneficiaries of the then outstanding Letters of Credit shall have presented the documents required thereunder), shall automatically become due and payable, without presentment, demand, pr o test, or other notice of any kind, all of which are hereby waived by the Borrowe r. W ith respect to all Letters of Credit with respect to which prese n tment for honor shall not have occurred at the time of an acceleration pursuant to this paragraph, the Borrower shall at such time deposit in a cash col l ateral account opened by the Administrative Agent an amount in Dollars (o r, at the option of the Administrative Agent, in the applicable currency) equal to the aggregate then undrawn and unexpired amount of such Letters of Credit (in the case of cash collateralization in Dollars of any Foreign Curren c y Letters of Credit,
1 15% of such amount). Amounts held in such cash collateral account shall be maintained by the Administrative Agent in an inter e st bearing account in the name of the Borrower and shall be applied by the Administrative Agent to the payment of drafts drawn under such Letters of Credit, and the unused portion thereof after all such Letters of Credit shall have expired or been fully drawn upon, if an y, shall be applied to repay other obligations of the Borrower hereunder and under the other Loan Documents. After all such Letters of Credit shall have expired or been
70

fully drawn upon, all Reimbursement Obligations shall have been satisfied and all other obligations of the Borrower hereunder a nd under the other Loan
Documents shall have been paid in full, the balance, if an y, in such cash collateral account shall be returned to the Borrower (or such other Person as may be lawfully entitled thereto). Except as expressly provided above in this Section, presentment, demand, protest and all ot h er notices of any kind are hereby expressly waived by the Borrowe r.
If, within fourteen (14) days after acceleration of the maturity of the Obligations or termination of the obligations of the L e nders to make Loans hereunder as a result of any Default (other than any Default as described in paragraphs (h) or (i) of this Article VIII) and before any judgment or decree for the payment of the Obligations due shall have been obtained or entered, the Required Lenders (in their sole discret i on) shall so direct, the Administrative Agent shall, by notice to the Borrowe r, rescind and annul such acceleration and/or termination, p rovided that the Borrower certifies to the Lenders to their satisfaction that, upon giving e f fect to such rescission, no other Indebtedness of the Borrower shall be a ccelerated by virtue of a cross-default or cross-acceleration to Indebtedness under this Agreement.
A R TICLE IX THE AGENTS
SECTION 9.01. Appointment. Each Lender hereby irrevocably designates and appoints the Administrative Agent as the agent of such Lender under this Agreement and the other Loan Documents, and each such Lender irrevocably authorizes the Administrative Agent, in such capacit y, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such
duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Loan Documents, tog e ther with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Ad m inistrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lende r, and no implied covenants, functions, responsibilities, duties, obligations, or liabilities shall be read into this Agreement or any other Loan Document o r otherwise exist against the Administrative Agent. In performing its functions and duties hereunder and under the other Loan Documents, the Administrative A gent is acting solely on behalf of the Lenders and the Issuing Banks (except in limited circumstances expressly provided for herein relating to the m aintenance of the Register), and its duties are entirely mechanical and administrative in nature. The motivations of the Administrative Agent are commercial in nature and not to invest in the general performance or operations of the Borrowe r.
SECTION 9.02. Delegation of Duties. The Administrative Agent may execute any of its duties under this Agreement and the other Loan Documents by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaini n g to such duties. The Administrative Agent shall not be responsible for the negligence or misconduct of any agents or attorneys in-fact selected by i t with reasonable care.
SECTION 9.03. Exculpatory Provisions. Neither any Agent nor any of their respective o f ficers, directors, employees, agents, attorneys-in-fact, or A f filiates shall be (i) liable to any Lender for any action lawfully taken or omitted to be taken by it o r such Person under or in connection with this Agreement or any other Loan Document (except to the extent that any of the foregoing are found by a final and non-appealable decision of a court of competent jurisdiction to have resulted from its or such Person’s own gross negligence or willful misco n duct), or (ii) responsible in any manner to any of the Lenders for any recitals, statements, representations, or warranties made by any Loan Party or any o f ficer thereof contained in this Agreement or any other Loan Document or in any certificate, report, statement, or other document referred to or provid e d for in, or received by the Agents under or in connection with, this Agreement or any other Loan Document or for the value, validit y, e f fectiveness, g e nuineness,
71

enforceabilit y, or su f ficiency of this Agreement or any other Loan Document or for any failure of any Loan Party that is a par t y thereto to perform its obligations hereunder or thereunde r. The Agents shall not be under any obligation to any Lender to ascertain or to inquire as t o the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect t he Properties, books or records of any Loan Part y.
SECTION 9.04. Reliance by Administrative Agent. The Administrative Agent shall be entitled to rel y, and shall be fully protected in relying, upon any instrument, writing, resolution, notice, consent, certificate, a f fidavit, lette r, telecop y, telex, or teletype message, statement, order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Pe r son or Persons and upon advice and statements of legal counsel (including counsel to the Borrower), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent may deem and treat the payee of any Note as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with the Administrative Agent. The Administrative Agent shall be fully j u stified in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Required Lenders (o r, if so specified by this Agreement, all Lenders) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Documents in accordance with a request of the Required Lenders (o r, if so specified by this Agreement, all Lenders), and such request and any action taken or failure to act pursuant thereto shall be binding
upon all the Lenders and all future holders of the Loans.
SECTION 9.05. Notice of Default. The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default unless the Administrative Agent has received notice from a Lender or the Borrower referring to this Agreement, describing such Default or Event of Default and stating that such notice is a “notice of default”. In the event that the Administrative A g ent receives such a notice, the Administrative Agent shall give notice thereof to the Lenders. The Administrative Agent shall take such action with respect to such Default or Event of Default as shall be reasonably directed by the Required Lenders (o r, if so specified by this Agreement, all Lenders); p rovided that unless and until the Administrative Agent shall have received such directions, the Administrative Agent may (but shall not be obligated to) take su c h action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable in the best interests of the L e nders.
SECTION 9.06. Acknowledgements of Lenders and Issuing Banks. (a) Each Lender expressly acknowledges that neither the Agents nor any of their respective o f ficers, directors, employees, agents, attorneys-in-fact, or A f filiates have made any representations or warranties to it and that no act by any Agent hereafter taken, including any review of the a f fairs of a Loan Party or any A f filiate of a Loan Part y, shall b e deemed to constitute any representation or warranty by any Agent to any Lende r. Each Lender represents to the Agents that it has, independently and wit h out reliance upon any Agent or any other Lende r, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, operations, Propert y, financial, and other condition and creditworthiness of the Loan Parties and their A f filiat e s and made its own decision to make its Loans hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon any Agent or any other Lende r, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such in v estigation as it deems necessary to inform itself as to the business, operations, Propert y, financial, and other condition and creditworthiness of the Loan Parties and their A f filiates. Except for notices, reports
72

and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunde r, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, Pro p ert y, condition (financial or otherwise), prospects, or creditworthiness of any Loan Party or any A f filiate of a Loan Party that may come into the posses s ion of the Administrative Agent or any of its o f ficers, directors, employees, agents, attorneys-in-fact, or A f filiates. Each Lender and each Issuing Bank represents and warrants that (i) the Loan Documents set forth the terms of a commercial lending facility and (ii) in participating as a Lende r, it is engaged in making, acquiring or holding commercial loans and in providing other facilities set forth herein as may be applicable to such Lender or Issuing B ank, in each case in the ordinary course of business, and not for the purpose of investing in the general performance or operations of the Borrowe r, or for the purpose of purchasing, acquiring or holding any other type of financial instrument such as a security (and each Lender and each Issuing B a nk agrees not to assert a claim in contravention of the foregoing, such as a claim under the federal or state securities law).
(b) (i) Each Lender and Issuing Bank hereby agrees that (x) if the Administrative Agent notifies such Lender or Issuing Bank t h at the Administrative Agent has determined in its sole discretion that any funds received by such Lender or Issuing Bank from the Adm i nistrative Agent or any of its A f filiates (whether as a payment, prepayment or repayment of principal, interest, fees or otherwise; individually and c o llectivel y, a “Payment”) were erroneously transmitted to such Lender or Issuing Bank (whether or not known to such Lender or Issuing Bank), and demands the return of such Payment (or a portion thereof), such Lender or Issuing Bank shall promptl y, but in no event later than one Business Day therea f ter (or such later date as the Administrative Agent, ma y, in its sole discretion, specify in writing), return to the Administrative Agent the amount of a n y such Payment (or portion thereof) as to which such a demand was made in same day funds, together with interest thereon (except to the extent waived in w riting by the Administrative Agent) in respect of each day from and including the date such Payment (or portion thereof) was received by such Lender or Issuing
Bank to the date such amount is repaid to the Administrative Agent at the greater of the New Y ork Fed Bank Rate and a rate det e rmined by the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in e f fect, and (y) t o the extent permitted by applicable la w, such Lender or Issuing Bank shall not assert, and hereby waives, as to the Administrative Agent, any claim, counterclaim, defense or right of set-o f f or recoupment with respect to any demand, claim or counterclaim by the Administrative Agent for the return of any Payments received, including without limitation any defense based on “discha r ge for value” or any similar doctrine. A notice of the Administrative Agent to any Lender or Issuing Bank under this Section 9.06(b) shall be conclusive, absent manifest erro r.
(ii) Each Lender and Issuing Bank hereby further agrees that if it receives a Payment from the Administrative Agent or any of i ts A f filiates (x) that is in a di f ferent amount than, or on a di f ferent date from, that specified in a notice of payment sent by the Administrative Agent (or any of its A f filiates) with respect to such Payment (a “Payment Notice”) or (y) that was not preceded or accompanied by a Payment Notice, it shall be on notice, in each such case, that an error has been made with respect to such Payment. Each Lender or Issuing Bank a g rees that, in each such case, or if it otherwise becomes aware a Payment (or portion thereof) may have been sent in erro r, such Lender or Issuing Bank shall promptly notify the Administrative Agent of such occurrence and, upon demand from the Administrative Agent, it shall promptl y, but in no event later than one Business Day thereafter (or such later date as the Administrative Agent, ma y, in its sole discretion, specify in writing), return to the Administrative Agent the amount of any such Payment (or portion thereof) as to which such a demand was made in same day funds, together with interest thereon (except to the extent waived in writing by the Administrative Agent) in respect of each day from and including the date such Payment (or portion thereof) was received by such Lender or Issuing Bank to the date such amount is repaid to the Administrati v e Agent at the greater of the New Y ork Fed Bank Rate and a rate determined by the Administrative Agent in accordance with banking industry ru l es on interbank compensation from time to time in e f fect.
73

(iii) The Borrower and each other Loan Party hereby agrees that (x) in the event an erroneous Payment (or portion thereof) are not recovered from any Lender or Issuing Bank that has received such Payment (or portion thereof) for any reason, the Administrati v e Agent shall be subrogated to all the rights of such Lender or Issuing Bank with respect to such amount and (y) an erroneous Payment shall not pa y, prepa y, repa y, discha r ge or otherwise satisfy any Obligations owed by the Borrower or any other Loan Part y.
(iv) Each party’s obligations under this Section 9.06(b) shall survive the resignation or replacement of the Administrative Ag e nt or any transfer of rights or obligations b y, or the replacement of, a Lender or Issuing Bank, the termination of the Commitments o r the repayment, satisfaction or discha r ge of all Obligations under any Loan Document.
(c) Each Lende r, by delivering its signature page to this Agreement on the E f fective Date, or delivering its signature page to an Assignment and Acceptance or any other Loan Document pursuant to which it shall become a Lender hereunde r, shall be deemed to have acknow l edged receipt of, and consented to and approved, each Loan Document and each other document required to be delivered to, or be approved by or sa t isfactory to, the Administrative Agent or the Lenders on the E f fective Date.
SECTION 9.07. Indemnification. The Lenders agree to indemnify each Agent in its capacity as such (to the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so), ratably according to their respective Aggregate Exposu r e Percentages in e f fect on the date on which indemnification is sought under this Section 9.07 (o r, if indemnification is sought after the date upon w h ich the Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with such Aggregate Exposure Percentages imm e diately prior to such date), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, ex p enses, or disbursements of any kind whatsoever that may at any time (whether before or after the payment of the Loans) be imposed on, incurred by or asserted against such Agent in any way relating to or arising out of, the Commitments, this Agreement, any of the other Loan Documents or any documents conte m plated by or
referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by such Agent u nder or in connection with any of the foregoing; p rovided that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, pena l ties, actions, judgments, suits, costs, expenses, or disbursements that are found by a final and non-appealable decision of a court o f competent jurisdiction to have resulted from such Agent’s gross negligence or willful misconduct. The agreements in this Section 9.07 shall survive the p ayment of the Loans and all other amounts payable hereunde r. The respective obligations of the Lenders under this Agreement are several and not joint, and no Lender shall be responsible for the failure of any other Lender to satisfy its obligations hereunde r.
SECTION 9.08. Agent in Its Individual Capacit y. Each Agent and its A f filiates may make loans to, accept deposits from and generally engage in any kind of business with any Loan Party as though such Agent were not an Agent. W ith respect to its Loans made or r e newed by it and with respect to any Letter of Credit issued or participated in by it, each Agent shall have the same rights and powers under this A g reement and the other Loan Documents as any Lender and may exercise the same as though it were not an Agent, and the terms “Lender” and “Lenders” shall i n clude each Agent in its individual capacit y.
74

SECTION 9.09. Successor Administrative Agent. (a) The Administrative Agent may resign as Administrative Agent upon ten (10) days’ notice to the Lenders and the Borrowe r. If the Administrative Agent shall resign as Administrative Agent under this Agreement a nd the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor a g ent shall (unless an Event of Default under paragraph (a) of Article VIII or paragraph (i) of Article VIII with respect to the Borrower shall have o ccurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers, and duties of the Administrative Agent, and the term “Administrative Agent” shall mean such successor a g ent e f fective upon such appointment and approval, and the former Administrative Agent’s rights, powers, and duties as Administrative Agent shall be te r minated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any ho l ders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is thirty (30) days following a retiring Adm i nistrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become e f fective, and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if an y, as the Required Lenders appoint a successor a g ent as provided for above. After any retiring Administrative Agent’s resignation as Administrative Agent, the provisions of this Article IX shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents.
(b) The Administrative Agent agrees that in the event it shall fail to fund its portion of any Borrowing within three (3) Busi n ess Days of the date on which it shall have been required to fund same, it shall cooperate in good faith with e f forts by the Borrower to r e place it with a successor administrative agent that is satisfactory to the Required Lenders and the Borrower (including resigning in connection with such replacement).
SECTION 9.10. Documentation Agents and Syndication Agent. None of the Documentation Agents or the Syndication Agent shall have any duties or responsibilities hereunder in its capacity as such.
SECTION 9.1 1. Certain ERISA Matters.
(a) Each Lender (x) represents and warrants, as of the date such Person becomes a Lender party hereto, and (y) covenants, from the date such Person becomes a Lender party hereto, to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, and not, for the avoidance of doubt, to or for the benefit of the Borrower or any other Loan Part y, that at least one of the follo w ing is and will be true:
(i) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwise) of one or more Benefit P lans with respect to such Lende r’s entrance into, participation in, administration of and performance of the Loans, the Letters of C redit, the Commitments, or this Agreement,
(ii) the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involv i ng insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate ac c ounts), PTE
91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption f or certain transactions determined by in-house asset managers), is applicable with respect to such Lende r’s entrance into, participation i n, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement,
75

(iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Loans, the Letters of Credit, the Commitments and this Agreement, (C) the entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement satisfies the requir e ments of sub- sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lende r, the requirements of subsection (a) of Part I of PTE
84-14 are satisfied with respect to such Lende r’s entrance into, participation in, administration of and performance of the Lo a ns, the Letters of
Credit, the Commitments and this Agreement, or
(iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lende r.
(b) In addition, unless sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or such Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further
(x) represents and warrants, as of the date such Person becomes a Lender party hereto, and (y) covenants, from the date such P e rson becomes a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of the Administrative Agent, and not, for the avoidance of doubt, to or for the benefit of the Borrower or any other Loan Part y, that the Administrative Agent is not a fiduciary with respect to the assets of such Lender involved in such Lende r’s entrance into, participation in, administration of and performance of the Loans, the Letters of Cred i t, the Commitments and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this A greement, any Loan Document or any documents related hereto or thereto).
(c) The Administrative Agent, and each Arrange r, Syndication Agent and Documentation Agent hereby informs the Lenders that each such
Person is not undertaking to provide investment advice or to give advice in a fiduciary capacit y, in connection with the trans a ctions contemplated hereb y, and that such Person has a financial interest in the transactions contemplated hereby in that such Person or an A f fili a te thereof (i) may receive interest or other payments with respect to the Loans, the Letters of Credit, the Commitments, this Agreement and any other Loan Documents (ii) may recognize a gain if it extended the Loans, the Letters of Credit or the Commitments for an amount less than the amount being paid for an interest in the Loans, the Letters of Credit or the Commitments by such Lender or (iii) may receive fees or other payments in connection with t he transactions contemplated hereb y, the Loan Documents or otherwise, including structuring fees, commitment fees, arrangement fees, facility f ees, upfront fees, underwriting fees, ticking fees, agency fees, administrative agent or collateral agent fees, utilization fees, minimum usage fees, letter of credit fees, fronting fees, deal-away or alternate transaction fees, amendment fees, processing fees, term out premiums, banke r’s acceptance fees, breakage or other early termination fees or fees similar to the foregoing. Nothing in this Agreement or any Loan Document shall require the Admi n istrative Agent to account to any Lender for any sum or the profit element of any sum received by the Administrative Agent for its own account.
SECTION 9.12. Borrower Communications. (a) The Administrative Agent, the Lenders and the Issuing Banks agree that the Borrower ma y, but shall not be obligated to, make any Borrower Communications to the Administrative Agent through an electronic platform chosen by the Administrative Agent to be its electronic transmission system (the “Approved Borrower Portal”).
76

(b) Although the Approved Borrower Portal and its primary web portal are secured with generally-applicable security procedures and policies implemented or modified by the Administrative Agent from time to time (including, as of the E f fective Date, a user ID/password authorization system), each of the Lenders, each of the Issuing Banks and the Borrower acknowledges and agrees that the distribution of mate r ial through an electronic medium is not necessarily secure, that the Administrative Agent is not responsible for approving or vetting the rep r esentatives or contacts of the Borrower that are added to the Approved Borrower Portal, and that there may be confidentiality and other risks associated w ith such distribution. Each of the Lenders, each of the Issuing Banks and the Borrower hereby approves distribution of Borrower Communications through the Approved Borrower Portal and understands and assumes the risks of such distribution.
(c) THE APPROVED BORROWER PO R T AL IS PROVIDED “AS IS” AND “AS AV AILABLE”. THE APPLICABLE P A R TIES (AS DEFINED BELOW) DO NOT W ARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER COMMUNIC A TION, OR THE ADEQUACY OF THE APPROVED BORROWER PO R T AL AND EXPRESS L Y DISCLAIM LIABILITY FOR ERRORS OR OMISSIONS IN THE APPROVED BORROWER PO R T AL AND THE BORROWER COMMUNIC A TIONS. NO W ARRANTY OF ANY KIND, EXPRESS, IMPLIED OR S T A TU T O R Y, INCLUDING ANY W ARRANTY OF MERCHAN T ABILIT Y, FITNESS FOR A P A R TICULAR PURPOSE, NON-INFRINGEMENT OF THIRD P A R TY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY THE APPLICABLE P A R TIES IN CONNECTION WITH THE BORROWER COMMUNIC A TIONS OR THE APPROVED BORROWER PO R T AL. IN NO EVENT SHALL THE ADMINISTR A TIVE AGEN T, ANY ARRANGER, ANY DOCUMEN T A TION AGEN T, ANY SYNDIC A TION AGENT OR ANY OF THEIR RESPECTIVE REL A TED P A R TIES (COLLECTIVE L Y, “APPLICABLE P A R TIES”) H A VE ANY LIABILITY T O ANY LOAN P A R T Y, ANY LENDER, ANY ISSUING BANK OR ANY OTHER PERSON OR ENTITY FOR DAMAGES OF ANY KIND, INCLUDING DIRECT OR INDIREC T, SPECIAL, INCIDEN T AL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (WHETHER IN T O R T, CONTRACT OR OTHE R WISE) ARISING OUT OF THE BORROWER’S TRANSMISSION OF BORROWER COMMUNIC A TIONS THROUGH THE INTERNET OR THE APPROVED BORROWER PO R T AL.
“Borrower Communications” means, collectivel y, any Borrowing Request, Interest Election Request, notice of prepayment, notice r e questing the issuance, amendment or extension of a Letter of Credit or other notice, demand, communication, information, document or other m aterial provided by or on behalf of the Borrower pursuant to any Loan Document or the transactions contemplated therein which is distributed by the B o rrower to the Administrative Agent through an Approved Borrower Portal.
(a) Each of the Lenders, each of the Issuing Banks and the Borrower agrees that the Administrative Agent ma y, but (except as m a y be required by applicable law) shall not be obligated to, store the Borrower Communications on the Approved Borrower Portal in ac c ordance with the Administrative Agent’s generally applicable document retention procedures and policies.
(b) Nothing herein shall prejudice the right of the Borrower to give any notice or other communication pursuant to any Loan Do c ument in any other manner specified in such Loan Document.
SECTION 9.13. Posting of Communications. (a) The Borrower agrees that the Administrative Agent ma y, but shall not be obligated to, make any Communications available to the Lenders and the Issuing Banks by posting the Communications on IntraLinks™, DebtDomai n, Synd T rak, ClearPar or any other electronic platform chosen by the Administrative Agent to be its electronic transmission system (the “Approved Electronic Platform”).
(b) Although the Approved Electronic Platform and its primary web portal are secured with generally-applicable security proced u res and policies implemented or modified by the Administrative Agent from time to time (including, as of the E f fective Date, a user ID/password authorization system) and the Approved Electronic Platform is secured through a pe r-deal authorization method whereby each user
77

may access the Approved Electronic Platform only on a deal-by-deal basis, each of the Lenders, each of the Issuing Banks and t h e Borrower acknowledges and agrees that the distribution of material through an electronic medium is not necessarily secure, that the Adm i nistrative Agent is not responsible for approving or vetting the representatives or contacts of any Lender that are added to the Approved Electronic P l atform, and that there may be confidentiality and other risks associated with such distribution. Each of the Lenders, each of the Issuing Banks and the B o rrower hereby approves distribution of the Communications through the Approved Electronic Platform and understands and assumes the risks of such dist r ibution.
(c) THE APPROVED ELECTRONIC PL A TFORM AND THE COMMUNIC A TIONS ARE PROVIDED “AS IS” AND “AS AV AILABLE”. THE APPLICABLE P A R TIES (AS DEFINED BELOW) DO NOT W ARRANT THE ACCURACY OR COMPLETENESS OF THE COMMUNIC A TIONS, OR THE ADEQUACY OF THE APPROVED ELECTRONIC PL A TFORM AND EXPRESS L Y DISCLAIM LIABILITY FOR ERRORS OR OMISSIONS IN THE APPROVED ELECTRONIC PL A TFORM AND THE COMMUNIC A TIONS. NO W ARRANTY OF ANY KIND, EXPRESS, IMPLIED OR S T A TU T O R Y, INCLUDING ANY W ARRANTY OF MERCHAN T ABILIT Y, FITNESS FOR A P A R TICULAR PURPOSE, NON-INFRINGEMENT OF THIRD P A R TY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY THE APPLICABLE P A R TIES IN CONNECTION WITH THE COMMUNIC A TIONS OR THE APPROVED ELECTRONIC PL A TFORM. IN NO EVENT SHALL THE ADMINISTR A TIVE AGEN T, ANY ARRANGER, ANY DOCUMEN T A TION AGEN T, ANY SYNDIC A TION AGENT OR ANY OF THEIR RESPECTIVE REL A TED P A R TIES (COLLECTIVE L Y, “APPLICABLE P A R TIES”) H A VE ANY LIABILITY T O ANY LOAN P A R T Y, ANY LENDER, ANY ISSUING BANK OR ANY OTHER PERSON OR ENTITY FOR DAMAGES OF ANY KIND, INCLUDING DIRECT OR INDIREC T, SPECIAL, INCIDEN T AL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (WHETHER IN T O R T, CONTRACT OR OTHE R WISE) ARISING OUT OF ANY LOAN P A R TY’S OR THE ADMINISTR A TIVE AGENT’S TRANSMISSION OF COMMUNIC A TIONS THROUGH THE INTERNET OR THE APPROVED ELECTRONIC PL A TFORM.
“Communications” means, collectivel y, any notice, demand, communication, information, document or other material provided by or on behalf of the Borrower pursuant to any Loan Document or the transactions contemplated therein which is distributed by the Admi n istrative Agent, any Lender or any Issuing Bank by means of electronic communications pursuant to this Section, including through an Approved Elect r onic Platform.
(d) Each Lender and each Issuing Bank agrees that notice to it (as provided in the next sentence) specifying that Communicatio n s have been posted to the Approved Electronic Platform shall constitute e f fective delivery of the Communications to such Lender for p u rposes of the Loan Documents. Each Lender and Issuing Bank agrees (i) to notify the Administrative Agent in writing (which could be in the form of electronic communication) from time to time of such Lende r’s or Issuing Bank’s (as applicable) email address to which the foregoing notice may be sent by electronic transmission and (ii) that the foregoing notice may be sent to such email address.
(e) Each of the Lenders, each of the Issuing Banks and the Borrower agrees that the Administrative Agent ma y, but (except as m a y be required by applicable law) shall not be obligated to, store the Communications on the Approved Electronic Platform in accorda n ce with the Administrative Agent’s generally applicable document retention procedures and policies.
(f) Nothing herein shall prejudice the right of the Administrative Agent, any Lender or any Issuing Bank to give any notice or other communication pursuant to any Loan Document in any other manner specified in such Loan Document.
78

A R TICLE X MISCELLANEOUS
SECTION 10.01. Amendments and W aivers. (a) None of this Agreement, any other Loan Document, or any terms hereof or thereof may be amended, supplemented or modified except in accordance with the provisions of this Section 10.01. The Required Lenders and e ach Loan Party that is party to the relevant Loan Document ma y, o r, with the written consent of the Required Lenders, the Administrative Agent and each Loan Party that is party to the relevant Loan Document ma y, from time to time, (a) enter into written amendments, supplements or modifications hereto and to the other Loan Documents for the purpose of adding, deleting or modifying any provisions to this Agreement or the other Loan Documents or changing in any manner the rights of the Lenders or of the Loan Parties hereunder or thereunde r, or (b) waive, on such terms and conditions as the Required Lenders or the Administrative Agent, as the case may be, may specify in such instrument, any of the requirements of this Agreement or the other Loan Documents or any Default or Event of Default and its consequences; p rovided, howeve r, that no such waiver and no such amendment, supplement or modification shall (i) fo r give the principal amount or extend the final scheduled date of maturity of any Loan or Letter of Credit, reduce the stated rate of any interest or fee payable hereunder (except (x) in connection with the waiver of applicability of any post-default increase in interest r a tes (which waiver shall be e f fective with the consent of the Required Lenders), and (y) that any amendment or modification of defined terms used in the f i nancial covenants in this Agreement shall not constitute a reduction in the rate of interest or fees for purposes of this clause (i)) or extend the sche d uled date of any payment thereof, or increase the amount or extend the expiration date of any Lende r’s Commitment, in each case without the written consent of each Lender directly a f fected thereby; (ii) eliminate or reduce the voting rights of any Lender under this Section 10.01 without the writt e n consent of such Lender; (iii) reduce any percentage specified in the definition of Required Lenders, consent to the assignment or transfer by the Borr o wer of any of its rights and obligations under this Agreement and the other Loan Documents, or release the Guarantee Agreement or any Guarantor that is inc u rring, issuing or guaranteeing any debt securities or any other Material Indebtedness from its obligations under the Guarantee Agreement, in each case without the
written consent of all Lenders (except for (x) the release of Freight SpinCo as contemplated by this Agreement or (y) releases of Guarantors (other than any Specified Guarantor) in connection with any transaction otherwise expressly permitted to be consummated pursuant to this A g reement, in each case, which releases, notwithstanding anything herein to the contrar y, shall be governed by Section 10.14(d)); (iv) amend, modify or waive any provision of Section 2.15 without the written consent of the Lenders adversely a f fected thereby; (v) amend, modify or waive any provision of Article IX without the written consent of the Administrative Agent or (vi) amend, modify or waive any provision of Article III without the written co n sent of the Issuing Banks. Any such waiver and any such amendment, supplement or modification shall apply equally to each of the Lenders and shall be bin d ing upon the Loan Parties, the Lenders, the Administrative Agent and all future holders of the Loans. In the case of any waive r, the Loan Partie s, the Lenders and the Administrative Agent shall be restored to their former position and rights hereunder and under the other Loan Documents, and a n y Default or Event of Default waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or other Defa u lt or Event of Default, or impair any right consequent thereon. Notwithstanding anything to the contrary contained herein, as to any amendment, amendm e nt and restatement or other modifications otherwise approved in accordance with this Section 10.01, it shall not be necessary to obtain the consent o r approval of any Lender that, upon giving e f fect to such amendment, amendment and restatement or other modification, would have no Commitments or outs t anding Loans so long as such Lender receives payment in full of the principal of and interest accrued on each Loan made b y, and all other amounts owing to, such Lender or accrued for the account of such Lender under this Agreement and the other Loan Documents at the time such amendment, amendm e nt and
restatement or other modification becomes e f fective.
79

(b) Notwithstanding the foregoing, this Agreement may be amended (or amended and restated) with the written consent of the Req u ired Lenders, the Administrative Agent, and the Borrower (i) to add one (1) or more additional credit facilities to this Agreement a nd to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the Loans and extensions of credit and the accrued interest and fees in respect thereof, and (ii) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders.
(c) Notwithstanding anything to the contrary in the foregoing, any provision of this Agreement may be amended by an agreement i n
writing entered into by the Borrower and the Administrative Agent to cure any ambiguit y, omission, mistake, defect or inconsis t enc y, it being agreed that the Administrative Agent shall provide the Lenders at least five Business Days’ prior written notice of such amendment, and any such amendment shall be deemed approved by the Lenders unless the Administrative Agent shall have received, within five Business Days of the date t h at a draft of such amendment is provided to the Lenders, a written notice from the Required Lenders stating that the Required Lenders object to s u ch amendment.
SECTION 10.02. Notices. (a) All notices, requests and demands to or upon the respective parties hereto to be e f fective shall be in writing (including by electronic mail), and, unless otherwise expressly provided herein, shall be deemed to have been duly given or ma d e when delivered, or three (3) Business Days after being deposited in the mail, postage prepaid, o r, in the case of electronic mail notice, when re c eived, addressed as follows in the case of the Borrower and the Administrative Agent, and as set forth in an administrative questionnaire delivered to the Administrative Agent in the case of the Lenders, or to such other address as may be hereafter notified in writing by the respective parties hereto:
Borrower: FedEx Corporation
942 S. Shady Grove Road
Memphis, T ennessee 38120
Attention: Corporate V ice President – Corporate Development and T reasurer T elecopy: (901) 818-7343
T elephone: (901) 818-7809
with a copy to: FedEx Corporation
942 S. Shady Grove Road
Memphis, T ennessee 38120
Attention: Sta f f V ice President – Securities & Corporate Law
T elecopy: (901) 818-7170
T elephone: (901) 818-6653
Administrative Agent: At the address separately provided to the Borrower
An Issuing Bank: T o it at the address separately provided to the Borrower
p rovided that any notice, request or demand to or upon the Administrative Agent or the Lenders shall not be e f fective until re c eived.
Notices delivered through Approved Electronic Platforms or Approved Borrower Portals, to the extent provided in paragraph (b) b elo w, shall be e f fective as provided in said paragraph (b).
80

(b) Notices and other communications to the Lenders hereunder may be delivered or furnished by using Approved Electronic Platf o rms or Approved Borrower Portals (as applicable), in each case, pursuant to procedures approved by the Administrative Agent; p rovided that the foregoing shall not apply to notices pursuant to Article II unless otherwise agreed by the Administrative Agent and the applicable Lende r. Each of the Administrative Agent or the Borrower ma y, in its discretion, agree to accept notices and other communications to it hereunder b y electronic communications pursuant to procedures approved by it; p rovided that approval of such procedures may be limited to particular notices or communications.
SECTION 10.03. No W aiver; Cumulative Remedies. No failure to exercise and no delay in exercising, on the part of the Administrative Agent, Borrowe r, or any Lende r, any right, remed y, powe r, or privilege hereunder or under the other Loan Documents shall opera t e as a waiver thereof; nor shall any single or partial exercise of any right, remed y, powe r, or privilege hereunder preclude any other or further exe r cise thereof or the exercise of any other right, remed y, powe r, or privilege. The rights, remedies, powers, and privileges herein provided are cumulative a n d not exclusive of any rights, remedies, powers, and privileges provided by la w.
SECTION 10.04. Survival of Representations and W arranties. All representations and warranties made hereunde r, in the other Loan Documents and in any document or certificate delivered pursuant hereto or in connection herewith shall survive the execution a n d delivery of this Agreement and the making of the Loans and other extensions of credit hereunde r.
SECTION 10.05. Payment of Expenses and T axes; Indemnity; Limitation of Liability; Etc.
(a) Payment of Expenses and T axes; Indemnity: The Borrower agrees (a) 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 Agreement and the other Loan Documents and any other documents prepared in connection here w ith or therewith, and the consummation and administration of the transactions contemplated hereby and thereb y, including the reasonable fees and disbursements of counsel to the Administrative Agent as separately agreed by the Administrative Agent and the Borrowe r, and filing and recording fees and expenses, with statements with respect to the foregoing to be submitted to the Borrower prior to the E f fective Date (in the case of amou n ts to be paid on the E f fective Date) and from time to time thereafter on a quarterly basis or such other periodic basis as the Administrative Agent shall deem appropriate, (b) to pay or reimburse each Lende r, the Issuing Banks and the Administrative Agent for all its reasonable out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documents, including the reasonable fees and disbursements of counsel to each Lende r, the Issuing Banks and of counsel to the Administrat i ve Agent, (c) to pa y, indemnif y, and hold each Lende r, the Issuing Banks and the Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to stamp, excise, and other taxes, if an y, that are payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated b y, or any amendment, supplement, or modification of, or any waiver or c onsent under or in respect of, this Agreement, the other Loan Documents and any such other documents, and (d) to pa y, indemnif y, and hold each Le n de r, the Agents, the Issuing Banks and the Administrative Agent and their respective o f ficers, directors, employees, a f filiates, and agents (each, a n “Indemnitee”) harmless
from and against any and all Liabilities with respect to the execution, deliver y, enforcement, performance, and administration of and any action taken in connection with this Agreement and the other Loan Documents, including any of the foregoing relating to the payment of princip a l, interest, and fees, the use of proceeds of the Loans or Letters of Credit (including any refusal by the Issuing Banks to honor a demand for payment under a Letter of
81

Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credi t) or the violation of, noncompliance with or liability unde r, any Environmental Law applicable to the operations of the Borrowe r, any Guarantor or any Subsidiary or any of their respective Properties, any Environmental Liabilit y, and the reasonable fees and expenses of legal counsel actually incur r ed in connection with claims, actions or proceedings by any Indemnitee against any Loan Party under any Loan Document (all the foregoing in this par a graph (d), collectivel y, the “Indemnified Liabilities”), provided, that the Borrower shall have no obligation hereunder to any Indemnitee with respect to In d emnified Liabilities to the extent such Indemnified Liabilities are found by a final and non-appealable decision of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnitee. W ithout limiting the foregoing, and to the extent permitted by appl i cable la w, the Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to wa i ve, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, cost s, and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemn i tee.
(b) Limitation of Liability: T o the extent permitted by applicable law (i) the Borrower and its Subsidiaries shall not assert, and the Borrower and its Subsidiaries hereby waive, any claim against the Administrative Agent, any Syndication Agent, any Documentati o n Agent and any Lende r, and any Related Party of any of the foregoing Persons (each such Person being called a “Lende r-Related Person”) for any Liabilities arising from the use by others of information or other materials (including, without limitation, any personal data) obtained through t e lecommunications,
electronic or other information transmission systems (including the Internet, any Approved Electronic Platform and any Approved Borrower Portal), and (ii) no party hereto shall assert, and each such party hereby waives, any Liabilities against any other party hereto, on any t h eory of liabilit y, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document, or any agreement or instrument contemplated hereby or thereb y, the transactions contemplated by this A greement or any
other Loan Document, any Loan or the use of the proceeds thereof; p rovided that, nothing in this Section 10.05(b) shall relieve the Borrower and each of its Subsidiaries of any obligation it may have to indemnify an Indemnitee, as provided in Section 10.05(a), against any specia l, indirect, consequential or punitive damages asserted against such Indemnitee by a third part y.
(c) Payments: All amounts due under this Section 10.05 shall be payable not later than thirty (30) days after written demand there f o r,
which shall set forth in reasonable detail the nature, basis and description of such Indemnified Liabilit y. Statements payable by the Borrower pursuant to this Section 10.05 shall be submitted to FedEx Corporation, Attn: Corporate V ice President – Corporate Development and T reasur e r (T elephone
No. (901) 818-7809; T elecopy No. (901) 818-7343), at the address of the Borrower set forth in Section 10.02, or to such other Person or address as may be hereafter designated by the Borrower in a written notice to the Administrative Agent. The agreements in this Section 10.05 s hall survive repayment of the Loans and all other amounts payable hereunde r.
SECTION 10.06. Successors and Assigns; Participations and Assignments. (a) This Agreement shall be binding upon and inure to the benefit of the Borrowe r, the Lenders, the Issuing Banks (including any a f filiate of an Issuing Bank that issues any Letter of C redit), the Administrative Agent, all future holders of the Loans and their respective successors and assigns, except that the Borrower may not assign or transfer any of its rights or obligations under this Agreement without the prior written consent of each Lende r.
82

(b) Any Lender other than any Conduit Lender ma y, without the consent of the Borrowe r, the Administrative Agent or the Issuing Banks, in accordance with applicable la w, at any time sell to one (1) or more banks, financial institutions or other entities (each, a “Participant”) participating interests in any Loan owing to such Lende r, any Commitment of such Lender or any other interest of such Lender hereunder and u n der the other Loan Documents, p rovided that, no Lender shall sell its participating interests to the Borrower or any A f filiate of the Borrowe r. In the event of any such sale by a Lender of a participating interest to a Participant, such Lende r’s obligations under this Agreement to the other parties to this Agreement shall remain unchanged, such Lender shall remain solely responsible for the performance thereof, such Lender shall remain the holder of any such Loan for all purposes under this Agreement and the other Loan Documents, and the Borrower and the Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lende r’s rights and obligations under this Agreement and the other Loan Docu m ents. In no event shall any Participant under any such participation have any right to approve any amendment or waiver of any provision of any L o an Document, or any consent to any departure by any Loan Party therefrom, except to the extent that such amendment, waiver or consent would reduce the principal of, or interest on, the Loans or any fees payable hereunde r, or postpone the date of the final maturity of the Loans, in each case to the extent subject to such participation. The Borrower agrees that if amounts outstanding under this Agreement and the Loans are due or unpaid, or shall h ave been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall, to the maximum extent permitted by applicable la w, be deemed to have the right of seto f f in respect of its participating interest in amounts owing under this Agreement to t h e same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement, p rovided that, in purchasing such participating interest, such Participant shall be deemed to have agreed to share with the Lenders the proceeds thereof as provided in Section 10.07(a) as fully as if it were a Lender hereunde r. The Borrower also agrees that each Participant shall be entitled to the benefits of Sections 2.12, 2.13 and 2.14 with respect to its participation in the Commitments and the Loans outstanding from time to time as if it were a Lender; p rovided that, in the case of Sections 2.13 and
2.14, such Participant shall have complied with the requirements of said Sections as if it were a Lender (it being understood t hat the documentation required under Section 2.14(f) shall be delivered to the participating Lender); and p rovided, furthe r, that no Participant shall be entitled to receive any greater amount pursuant to any such Section than the transferor Lender would have been entitled to receive in respect of the a m ount of the participation transferred by such transferor Lender to such Participant had no such transfer occurred, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower (but without giving rise to any fiduciary obligation of any kind to the Borrower), maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under this Agreement (the “Participant Register”); p rovided, howeve r, that no Lender shall have any obligation to disclose all or any portion of the Participant Register to any Person (including the identity of any Participant or any inf o rmation relating to a Participant’s interest in any Commitments, Loans, letters of credit or its other obligations under any Loan Document) except to the extent that such
disclosure is necessary to establish that such Commitment, Loan, letter of credit or other obligation is in registered form un d er Section 5f.103-1(c) of the United States T reasury Regulations. The entries in the Participant Register shall be conclusive absent manifest erro r, and such Lender and the Issuing Banks shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for purpos e s of this Agreement notwithstanding any notice to the contrar y.
(c) Any Lender other than any Conduit Lender (an “Assignor”) ma y, in accordance with applicable la w, at any time and from time to time assign to any Lender (other than any Defaulting Lender) or any Lender A f filiate o r, with the consent of the Borrowe r, each Iss u ing Bank and the Administrative Agent (which, in each case, shall not be unreasonably withheld or delayed), to an additional bank, financial in s titution or other entity (an “Assignee”) all or any part of its rights and obligations under this Agreement and the other Loan Documents pursuant to an Assi g nment and Acceptance, executed by such Assignee, such Assignor and any other Person whose consent is required pursuant to this paragraph,
83

and delivered to the Administrative Agent for its acceptance and recording in the Register (as defined below); p rovided that, unless otherwise agreed by the Borrower and the Administrative Agent, no such assignment to an Assignee (other than any Lender or any Lender A f filiate) s h all be in an aggregate principal amount of less than $5,000,000 and after giving e f fect to such assignment, such assigning Lender shall have Commitme n ts and Loans in an aggregate amount of at least $5,000,000 as described in this sentence except in the case of an assignment of all of a Lende r’s interests under this Agreement. For purposes of the proviso contained in the preceding sentence, the amount described therein shall be aggregated in respect of each Lender and its Lender A f filiates, if an y. The Assignee shall purchase, at pa r, all Loans and pay all accrued interest and other amoun t s owing to such Assignor under this Agreement on or prior to the date of assignment for any assignment pursuant to Section 2.17. Upon such execution, d e liver y, acceptance and recording, from and after the e f fective date determined pursuant to such Assignment and Acceptance, (x) the Assignee thereunder shall be a party hereto and, to the extent provided in such Assignment and Acceptance, have the rights and obligations of a Lender hereunder with a Co m mitment and/or Loans as set forth therein, and (y) the Assignor thereunder shall, to the extent provided in such Assignment and Acceptance, relinqu i sh its rights (other than its rights under Sections 2.13, 2.14, and 10.05 to the extent any claim thereunder relates to an event arising prior to the e f fect i ve date of such assignment) and be released from its obligations (other than its obligations under Section 9.07 with respect to matters arising prior to t h e e f fective date of such assignment) under this Agreement (and, in the case of an Assignment and Acceptance covering all of an Assigno r’s rights and ob l igations under this Agreement, such Assignor shall cease to be a party hereto). Notwithstanding any provision of this Section 10.06, (i) the conse n t of the Borrower shall
not be required for any assignment that occurs after the occurrence and during the continuance of an Event of Default, (ii) no assignment shall be made to the Borrower or any A f filiate of the Borrower and (iii) if the consent of the Borrower is otherwise required by this paragr a ph with respect to any assignment of Loans or Commitments, and the Borrower has not given the Administrative Agent written notice of its objection to such assignment
within ten Business Days after written notice to the Borrowe r, the Borrower shall be deemed to have consented to such assignme n t. Notwithstanding the foregoing, any Conduit Lender may assign at any time to its designating Lender hereunder without the consent of the Borrower or the Administrative Agent any or all of the Loans it may have funded hereunder and pursuant to its designation agreement and without regard to the limitations set forth in the first sentence of this Section 10.06(c).
(d) The Administrative Agent shall, on behalf of the Borrowe r, maintain at its address referred to in Section 10.02 a copy of e ach Assignment and Acceptance delivered to it and a register (the “Register”) for the recordation of the names and addresses of the Lenders and the Commitment of, and the principal amount of the Loans owing to, each Lender from time to time. The entries in the Register shall be conclusive, in the absence of manifest erro r, and the Borrowe r, each other Loan Part y, the Administrative Agent and the Lenders shall treat each P erson whose name is recorded in the Register as the owner of the Loans and any Notes evidencing the Loans recorded therein for all purposes of this Agreement. Any assignment of any Loan, whether or not evidenced by a Note, shall be e f fective only upon appropriate entries with respect ther e to being made in the Register (and each Note shall expressly so provide). Any assignment or transfer of all or part of a Loan evidenced by a Note s h all be registered on the Register only upon surrender for registration of assignment or transfer of the Note evidencing such Loan, accompanied by a duly executed Assignment and Acceptance, and thereupon one or more new Notes shall be issued to the designated Assignee.
(e) Upon its receipt of (x) an Assignment and Acceptance executed by an Assigno r, an Assignee and any other Person whose conse n t is required by Section 10.06(c) or (y) to the extent applicable, an agreement incorporating an Assignment and Acceptance by refer e nce pursuant to an Approved Electronic Platform as to which the Administrative Agent and the parties to the Assignment and Acceptance are partici p ants, together with payment to the Administrative Agent of a registration and processing fee of $4,000, the Administrative Agent shall (i) promptly accept such Assignment and Acceptance, (ii) record the information contained therein in the Register on the e f fective date determined pursuant thereto, and (iii) promptly notify Borrower of its receipt of such Assignment and Acceptance.
84

(f) For avoidance of doubt, the parties to this Agreement acknowledge that the provisions of this Section 10.06 concerning ass i gnments relate only to absolute assignments and that such provisions do not prohibit assignments creating security interests, including any pledge or assignment by a Lender to any Federal Reserve Bank or central bank in accordance with applicable la w.
(g) The Borrowe r, upon receipt of written notice from the relevant Lende r, agrees to issue Notes to any Lender requiring Notes to facilitate transactions of the type described in paragraph (f) above.
(h) Each of the Borrowe r, each Lender and the Administrative Agent hereby confirms that it will not institute against a Conduit Lender or join any other Person in instituting against a Conduit Lender any bankruptc y, reo r ganization, arrangement, insolvenc y, or liqu i dation proceeding under any state bankruptcy or similar la w, for one (1) year and one (1) day after the payment in full of the latest maturing commercial paper note issued by such Conduit Lender; p rovided, howeve r, that each Lender designating any Conduit Lender hereby agrees to indemnif y, save and hold harmless each
other party to this Agreement for any loss, cost, damage, or expense arising out of its inability to institute such a proceedi n g against such Conduit Lender during such period of forbearance.
SECTION 10.07. Adjustments; Set-o f f. (a) Except to the extent that this Agreement expressly provides for payments to be allocated to a particular Lender or to the Lenders, if any Lender (a “Benefitted Lender”) shall, at any time after the Loans and other amounts payable hereunder shall immediately become due and payable pursuant to Article VIII, receive any payment of all or part of the Obligations owing to it, or receive any collateral in respect thereof (whether voluntarily or involuntaril y, by set-o f f, pursuant to events or proceedings of the nature referred to in paragraph (i) of Article VIII, or otherwise), in a greater proportion than any such payment to or collateral received by any other Lende r, if an y, in r e spect of the Obligations owing to such other Lende r, such Benefitted Lender shall purchase for cash from the other Lenders a participating interest in s uch portion of the Obligations owing to each such other Lende r, or shall provide such other Lenders with the benefits of any such collateral, as s hall be necessary to cause such Benefitted Lender to share the excess payment or benefits of such collateral ratably with each of the Lenders; p rovided, howeve r, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted Lende r, such purchase shall be rescind e d, and the purchase price and benefits returned, to the extent of such recover y, but without interest.
(b) In addition to any rights and remedies of the Lenders and the Lender A f filiates provided by la w, if an Event of Default sh a ll have occurred and be continuing, each Lender and Lender A f filiate shall have the right, without prior notice to the Borrowe r, any s u ch notice being expressly waived by the Borrower to the extent permitted by applicable la w, upon any amount becoming due and payable by the Borrower her e under (whether at the stated maturit y, by acceleration, or otherwise), to set o f f and appropriate and apply against such amount any and all depo s its (general or special, time or demand, provisional or final), in any currenc y, and any other credits, indebtedness or claims, in any currenc y, in each case whether direct or indirect, absolute or contingent, matured, or unmatured, at any time held or owing by such Lender or Lender A f filiate or any branch or a g ency thereof to or for the credit or the account of the Borrowe r, as the case may be. Each Lender and Lender A f filiate agrees promptly to notify the B orrower and the Administrative Agent after any such seto f f and application made by such Lender or Lender A f filiate, p rovided that the failure to give such notice shall not a f fect the validity of such seto f f and application.
85

SECTION 10.08. Counterparts. This Agreement may be executed by one (1) or more of the parties to this Agreement on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one (1) and the same instrume n t. The words “execution,” “signed,” “signature,” “deliver y,” and words of like import in or relating to this Agreement and/or any document to be signed i n connection with this Agreement and the transactions contemplated hereby shall be deemed to include Electronic Signatures (as defined below), delive r ies or the keeping of records in electronic form, each of which shall be of the same legal e f fect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a pape r-based recordkeeping system, as the case may be. As used herein, “Electronic Signatures” means any electronic symbol or process attached to, or associated with, any contract or other record and adopted by a person with the intent to sign, authent i cate or accept such contract or record. A set of the copies of this Agreement signed by all the parties shall be lodged with the Borrower and the Administr a tive Agent.
SECTION 10.09. Severabilit y. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ine f fective to the extent of such prohibition or unenforceability without invalidating the remaining provisio n s hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other j u risdiction.
SECTION 10.10. Integration. This Agreement, the other Loan Documents, and any commitment letters or similar documents related to the T ransactions, represent the entire agreement of the Borrowe r, the Administrative Agent and the Lenders with respect to the sub j ect matter hereof and thereof, and there are no promises, undertakings, representations, or warranties by the Borrowe r, Administrative Agent, or any Lender relative to the subject matter hereof not expressly set forth or referred to herein or in the other Loan Documents.
SECTION 10.1 1. Governing La w.
(a) THIS AGREEMEN T, THE OTHER LOAN DOCUMENTS AND THE RIGHTS AND OBLIG A TIONS OF THE P A R TIES UNDER THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS (WHETHER IN CONTRACT OR T O R T OR OTHE R WISE AND WHETHER A T L A W OR IN EQUITY) SHALL BE GOVERNED B Y, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE L A WS OF THE S T A TE OF NEW YORK.
(b) Each of the Lenders and the Administrative Agent hereby irrevocably and unconditionally agrees that, notwithstanding the g o verning law provisions of any applicable Loan Document, any claims brought against the Administrative Agent by any Lender relating to t his Agreement, any other Loan Document or the consummation or administration of the transactions contemplated hereby or thereby shall be construed in accordance with and governed by the law of the State of New Y ork.
SECTION 10.12. Submission T o Jurisdiction; W aivers. The Borrower hereby irrevocably and unconditionally:
(a) submits for itself and its Property in any legal action or proceeding relating to this Agreement and the other Loan Docume n ts to which it is a part y, or for recognition and enforcement of any judgment in respect thereof, to the exclusive general jurisdiction of the United States District Court for the Southern District of New Y ork sitting in the Borough of Manhattan (or if such court lacks subject matter jurisdi c tion, the Supreme Court of the State of New Y ork sitting in New Y ork Cit y, Borough of Manhattan), and appellate courts from any thereof;
86

(b) consents that any such action or proceeding shall be brought in such courts and waives any objection that it may now or he r eafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenie n t court and agrees not to plead or claim the same;
(c) agrees that service of process in any such action or proceeding may be e f fected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the Borrower at its address set forth in Section 10.02 or at s uch other address of which the Administrative Agent shall have been notified pursuant thereto;
(d) agrees that nothing herein shall a f fect the right to e f fect service of process in any other manner permitted by law or sha l l limit the right to sue in any other jurisdiction; and
(e) waives, to the maximum extent not prohibited by la w, any right it may have to claim or recover in any legal action or proceeding referred to in this Section any special, exemplar y, punitive, or consequential damages.
SECTION 10.13. Acknowledgements. The Borrower hereby acknowledges that:
(a) it has been advised by counsel in the negotiation, execution, and delivery of this Agreement and the other Loan Documents;
(b) neither the Administrative Agent nor any Lender has any fiduciary relationship with or duty to the Borrower arising out of or in connection with this Agreement or any of the other Loan Documents, and the relationship between Administrative Agent and Lende r s, on one hand, and the Borrowe r, on the other hand, in connection herewith or therewith is solely that of debtor and creditor;
(c) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contem p lated hereby among the Lenders or among the Borrower and the Lenders;
(d) the Loan Parties have been advised that the Administrative Agent and Lenders are engaged in a broad range of transactions t hat may involve interests that di f fer from the Loan Parties’ interests and that the Administrative Agent and Lenders have no obligation to disclose such interests and transactions to the Loan Parties; and
(e) each of the Administrative Agent, each Issuing Bank or any other Lende r, together with its A f filiates, in addition to prov i ding or participating in commercial lending facilities such as that provided hereunde r, is a full service securities or banking firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial services.
SECTION 10.14. Guarantors. (a) The Guarantors as of the First Amendment E f fective d D ate hereof are set forth on Schedule 10.14 hereto. (b) Upon any Subsidiary (other than Freight SpinCo or any of its subsidiaries in connection with the Freight Separation Indebtedness)
incurring, issuing or guaranteeing any debt securities or any other Material Indebtedness, within thirty (30) days thereafte r, the Borrower shall cause
such Subsidiary to execute the Guarantee Agreement pursuant to an Addendum thereto in the form of Annex I to the Guarantee Agr e ement, and in the case of a Significant Subsidiar y, to deliver documentation, to the extent requested by the Administrative Agent, similar to th a t described in
Section 5.01(c) and (d) relating to the authorization fo r, execution and delivery of, and validity of such Significant Subsidi a ry’s obligations as a
Guaranto r, such documentation to be in form and substance reasonably satisfactory to the Administrative Agent.
87

(c) The Borrower covenants and agrees with the Lenders that each Specified Guarantor is, and shall remain, an entity o r ganized under the laws of any jurisdiction within the United States. For the avoidance of doubt, this Section 10.14(c) shall not prohibit the Freight Separation or any
me r ger or consolidation of a Specified Guarantor; p rovided, that, in accordance with the definition of “Specified Guarantor”, any Person into which such
Specified Guarantor is me r ged or consolidated, or to which all or substantially all of its assets are sold, transferred or dis p osed (in each case, other than in connection with the Freight Separation), shall become a Specified Guarantor and be subject to the provisions of this Section 10.14(c).
(d) Notwithstanding anything to the contrary contained herein or in any other Loan Document, (i) upon the Consummation of the Freight Separation, each of Freight SpinCo and its subsidiaries, to the extent it is a Guaranto r, shall be deemed to be automatically a nd unconditionally released and discha r ged from all its obligations under the Guarantee Agreement and the other Loan Documents without any further action r equired on the part of the Administrative Agent, any Lender or any other Person and (ii) upon the termination or release of any Guarantor (without limiting clause (i) above, other than any Specified Guarantor) from its incurrence, issuance and guarantee of any and all debt securities or any other Ma t erial Indebtedness, such Guarantor shall be deemed to be automatically and unconditionally released and discha r ged from all its obligations under the G u arantee Agreement without any further action required on the part of the Administrative Agent or any Lende r. At the request and sole expense of t he Borrower following any such release and discha r ge, the Administrative Agent shall execute and deliver to the Borrower such documents as the Borro w er shall reasonably
request to evidence such release and discha r ge. For the avoidance of doubt, it is agreed and understood that any release of any Specified Guarantor from its obligations under the Guarantee Agreement shall be subject to Section 10.01.
SECTION 10.15. Confidentialit y. Each of the Administrative Agent, each Issuing Bank and each Lender agrees to keep confidential all Information provided to it or its A f filiates by any Loan Party or its A f filiates pursuant to this Agreement; p rovided that nothing herein shall prevent the Administrative Agent, any Issuing Bank or any Lender from disclosing any such Information (a) to the Administrative Agent, any Issuing Bank or any other Lende r, (b) subject to an agreement by such Person to comply with the provisions of this Section, to any actual or prosp e ctive T ransferee or any actual or prospective direct or indirect counterparty to any Hedge Agreement (or any professional advisor to such counterparty), (c) to its employees or directors, or those of its A f filiates, agents, attorneys, accountants, and other professional advisors, or any Lender A f filiat e s, who are made aware of the confidential requirements of this Section 10.15 and who are instructed to keep such Information confidential in accordance the r ewith, (d) upon the request or demand of any Governmental Authorit y, (e) in response to any order of any court or other Governmental Authority or a s may otherwise be required pursuant to any Requirement of La w, (f) if required to do so in connection with any litigation or similar proceeding, (g) that has been publicly disclosed, (h) to the National Association of Insurance Commissioners or any similar o r ganization or any nationally recognized rating agency that requires access to Information about a Lende r’s investment portfolio in connection with ratings issued with respect to such Le n de r, (i) in connection with the exercise of any remedy hereunder or under any other Loan Document, or (j) with the written consent of the Borrowe r. T h e provisions of this Section 10.15 shall survive any expiration or termination of this Agreement for a period of one (1) yea r. For the purposes of t his Section, “Information” means all information received from the Borrower relating to the Borrower or its business, other than any such information that is available to the Administrative Agent, any Issuing Bank or any Lender on a non-confidential basis prior to disclosure by the Borrower and other than information pertaining to this Agreement routinely provided by arrangers to data service providers, including league table providers, that serve the lending industry;
p rovided that, in the case of information received from the Borrower after the date hereof, such information is clearly identi f ied at the time of delivery as confidential.
88

For the avoidance of doubt, nothing in this Section 10.15 shall prohibit any Person from voluntarily disclosing or providing a n y Information within the scope of this confidentiality provision to any governmental, regulatory or self-regulatory o r ganization (any such entit y, a “Regulatory Authority”) to the extent that any such prohibition on disclosure set forth in this Section 10.15 shall be prohibit e d by the laws or regulations applicable to such Regulatory Authorit y.
SECTION 10.16. W AIVERS OF JU R Y TRIAL. THE BORROWER, THE ADMINISTR A TIVE AGEN T, AND THE LENDERS HEREBY IRRE V OCAB L Y AND UNCONDITIONAL L Y W AIVE TRIAL BY JU R Y IN ANY LEGAL ACTION OR PROCEEDING REL A TING T O THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.
SECTION 10.17. Interest Rate Limitation. Notwithstanding anything herein to the contrar y, if at any time the interest rate applicable to any Loan, together with all fees, cha r ges and other amounts which are treated as interest on such Loan under applicable law (c o llectivel y, the “Cha r ges”), shall exceed the maximum lawful rate (the “Maximum Rate”) which may be contracted fo r, cha r ged, taken, received, or reserved by the Lender holding such Loan in accordance with applicable la w, the rate of interest payable in respect of such Loan hereunde r, together with all Cha r ges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent lawful, the interest and Cha r ges that would have been payable in respect of such Loan but were not payable as a result of the operation of this Section shall be cumulated and the interest and Cha r ges payable to such Lender in respect of other Loans or periods shall be increased (but not above the Maximum Rate therefor) until such cumulated a mount, together with interest thereon at the Federal Funds E f fective Rate to the date of repayment, shall have been received by such Lende r.
SECTION 10.18. Headings. The section and other headings contained in this Agreement are for reference purposes only and shall not a f fect the meaning or interpretation of this Agreement.
SECTION 10.19. USA Patriot Act; Beneficial Ownership Regulation.
(a) Each Lender hereby notifies the Borrower that pursuant to the requirements of the USA Patriot Act (T itle III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), it is required to obtain, verify and record information that identifies the Borrower and its subsidiaries, which information includes the name and business address of the Borrowe r, its subsidiaries and other required information that will a llow such Lender to identify the Borrower and its subsidiaries in accordance with the Patriot Act, such as tax identification numbers and legal o r ganizational documents. The Borrower and its subsidiaries shall promptly provide such information upon request by any Lende r.
(b) Promptly following any request therefo r, the Borrower shall provide information and documentation reasonably requested by t he
Administrative Agent or any Lender for purposes of compliance with the Beneficial Ownership Regulation.
In connection therewith, each Lender hereby agrees that such information shall be covered by the confidentiality provisions set forth in Section 10.15 hereof.
SECTION 10.20. Judgment Currenc y.
(a) The Loan Parties’ obligations hereunder and under the other Loan Documents to make payments in Dollars shall not be discha r ged or satisfied by any tender or recovery pursuant to any judgment expressed in or converted into any currency other than Dollars, e x cept to the extent that such
89

tender or recovery results in the e f fective receipt by the Administrative Agent, the respective Lender or Issuing Bank of the f ull amount of Dollars expressed to be payable to the Administrative Agent or such Lender or Issuing Bank under this Agreement or the other Loan Docu m ents. If, for the purpose of obtaining or enforcing judgment against any Loan Party in any court or in any jurisdiction, it becomes necessary to convert into or from any currency other than Dollars (such other currency being hereinafter referred to as the “Judgment Currency”) an amount due in Dollars, the conversion shall be made at the Dollar Equivalent determined as of the Business Day immediately preceding the day on which the judgment is given (such Business Day being hereinafter referred to as the “Judgment Currency Conversion Date”).
(b) If there is a change in the rate of exchange prevailing between the Judgment Currency Conversion Date and the date of actu a l payment of the amount due, the Loan Parties shall pa y, or cause to be paid, such additional amounts, if any (but in any event not a le s ser amount) as may be necessary to ensure that the amount paid in the Judgment Currenc y, when converted at the rate of exchange prevailing on the da t e of payment, will produce the amount of Dollars which could have been purchased with the amount of Judgment Currency stipulated in the judgment o r judicial award at the rate of exchange prevailing on the Judgment Currency Conversion Date.
(c) For purposes of determining the Dollar Equivalent or any other rate of exchange for this Section 10.20, such amounts shall include any premium and costs payable in connection with the purchase of Dollars.
SECTION 10.21. Acknowledgement and Consent to Bail-In of A f fected Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledg e s that any liability of any A f fected Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subje c t to the W rite-Down and Conversion Powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound b y:
(a) the application of any W rite-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities ari s ing hereunder which may be payable to it by any party hereto that is an A f fected Financial Institution; and
(b) the e f fects of any Bail-In Action on any such liabilit y, including, if applicable: (i) a reduction in full or in part or cancellation of any such liability;
(ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such A f fected Finan c ial Institution, its parent entit y, or a bridge institution that may be issued to it or otherwise conferred on it, and that such s h ares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Lo a n Document; or
(iii) the variation of the terms of such liability in connection with the exercise of the W rite-Down and Conversion Powers of t he applicable Resolution Authorit y.
[Balance of Signatu r e Page s Intentionally Blank Omitted]
90

Exhibit B
Amended and Restated Schedule 10.14
[Attached]

SCHEDULE 10.14
SUBSIDIA R Y GUARAN T ORS
Federal Express Corporation
Federal Express Europe, Inc.
Federal Express Holdings S.A., LLC Federal Express International, Inc. FedEx Freight, Inc.
FedEx O f fice and Print Services, Inc.