Credit Agreement – FedEx Corp., Citicorp USA Inc., Bank of America N.A., Bank One, Commerzbank A.G., Bank of Tokyo-Mitsubishi Trust Co., Royal Bank of Scotland PLC, Chase Manhattan Bank and J.P. Morgan Securities Inc.

For purposes of the foregoing, (i) if the ratings established or
deemed to have been established by Moody’s and S&P for the Index 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 effective as of 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 different Categories, the Applicable Rate shall be based on the higher of
the two ratings unless one of the two ratings is two or more Categories lower
than the other, in which case the Applicable Rate shall be determined by
reference to the Category next below that of the higher of the two ratings; and
(iii) if either Moody’s or S&P shall not have in effect 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

3

deemed to have established a rating in Category 5. Each change in the Applicable
Rate shall apply during the period commencing on the effective date of such
change and ending on the date immediately preceding the effective date of the
next such change. If the rating system of Moody’s or S&P shall change, the
Borrower and the Lenders shall negotiate in good faith to amend this definition
to reflect such changed rating system and, pending the effectiveness of any such
amendment, the Applicable Rate shall be determined by reference to the rating
most recently in effect prior to such change.

“ASSIGNEE” has the meaning assigned to such term in Section 9.06(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 9.06), and accepted by the Administrative Agent, in the form
of EXHIBIT E.

“ASSIGNOR” has the meaning assigned to such term in Section 9.06(c).

“AVAILABILITY PERIOD” means the period from and including the
Effective Date to but excluding the earlier of the Maturity Date and the date of
termination of the Commitments.

“BENEFICIAL OWNER” means a Person deemed the “Beneficial Owner” of any
securities as to which such Person or any of such Person’s Affiliates is or may
be deemed to be the beneficial owner pursuant to Rule 13d-3 or l3d-5 under the
Securities Exchange Act of 1934 (as the same may from time to time be amended,
modified or readopted), as well as any securities as to which such Person or any
of such Person’s Affiliates has the right to become such a beneficial owner
(whether such right is exercisable immediately or only after the passage of time
or the occurrence of a specified event) pursuant to any agreement, arrangement
or understanding, or upon the exercise of conversion rights, exchange rights,
rights, warrants or options, or otherwise. In determining the percentage of the
outstanding Voting Stock with respect to which a Person is the Beneficial Owner,
all shares as to which such Person is deemed the Beneficial Owner shall be
deemed outstanding.

“BENEFITTED LENDER” has the meaning assigned to such term in Section
9.07(a).

“BOARD” means the Board of Governors of the Federal Reserve System of
the United States of America.

“BORROWER” means FedEx Corporation, a Delaware corporation.

“BORROWING” means Loans of the same Type, made, converted or continued
on the same date and, in the case of Eurodollar Loans, as to which a single
Interest Period is in effect.

“BORROWING REQUEST” means a request by the Borrower for a Borrowing in
accordance with Section 2.03.

“BUSINESS DAY” means any day that is not a Saturday, Sunday or other
day on which commercial banks in New York City are authorized or required by law
to remain closed; PROVIDED that, when used in connection with a Eurodollar Loan,
the term “BUSINESS DAY” shall also exclude any day on which banks are not open
for dealings in dollar deposits in the London interbank market.

4

“CAPITALIZED OPERATING LEASE VALUE” means the present value, using a
discount rate equal to 12.5%, of the Borrower’s and the consolidated
Subsidiaries’ future minimum lease payments for aircraft leases scheduled to
terminate more than 365 days after their respective dates of execution.

“CAPITALIZED LEASE OBLIGATIONS” of any Person means the obligations of
such Person to pay rent or other amounts under any lease of (or other
arrangement conveying the right to use) real or personal property, or a
combination thereof, which obligations are required to be classified and
accounted for as capital leases (“CAPITALIZED LEASE”) on a balance sheet of such
Person under GAAP, and the amount of such obligations shall be the capitalized
amount thereof determined in accordance with GAAP.

“CHANGE IN LAW” means (a) the adoption of any law, rule or regulation
after the date of this Agreement, (b) any change in any law, 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, for
purposes of Section 2.12(b), by any lending office of such Lender or by such
Lender’s holding company, if any) with any request, guideline or directive
(whether or not having the force of law) of any Governmental Authority made or
issued after the date of this Agreement.

“CHANGE OF CONTROL” means any of the following: (a) any Person or
group (within the meaning of the Securities Exchange Act of 1934 and the rules
of the Securities and Exchange Commission thereunder as in effect on the date
thereof) becoming the Beneficial Owner of Voting Stock of the Borrower having
more than 30 percent of the voting power of all of the then outstanding Voting
Stock of the Borrower or (b) individuals who are not Continuing Directors
constituting a majority of the Board of Directors of the Borrower.

“CODE” means the Internal Revenue Code of 1986, as amended from time
to time.

“COMMITMENT” means, with respect to any Lender, the obligation of such
Lender, if any, to make Loans hereunder, in an amount not to exceed the amount
set forth under the heading “Commitment” opposite such Lender’s name on SCHEDULE
2.01 or in the Assignment and Acceptance pursuant to which such Lender became a
party hereto, as the same may be changed form time to time pursuant to the terms
hereof. The aggregate original amount of the Commitments on the Effective Date
is $750,000,000.

“COMMONLY CONTROLLED ENTITY” means an entity, whether or not
incorporated, that is under common control with the Borrower within the meaning
of Section 4001 of ERISA or is part of a group that includes the Borrower and
that is treated as a single employer under Section 414 of the Code.

“CONDUIT LENDER” means any special purpose corporation organized 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;
PROVIDED, 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 any 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 responsibility to deliver all consents and waivers required or
requested under this Agreement with respect to its Conduit Lender, and PROVIDED,
FURTHER, 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 9.05 than the designating
Lender would

5

have been entitled to receive in respect of the extensions of credit made by
such Conduit Lender or (b) be deemed to have any Commitment.

“CONSOLIDATED ADJUSTED NET WORTH” means, at any date as of which the
amount thereof is to be determined, (a) the sum of the amounts set forth as
preferred stock, common stock, capital in excess of par value or paid-in surplus
and retained earnings on a consolidated balance sheet of the Borrower and the
consolidated Subsidiaries prepared as of such date in accordance with GAAP,
minus (b) the sum of the amounts set forth on such consolidated balance sheet as
(i) the cost of any shares of the Borrower’s common stock held in the treasury,
(ii) any surplus resulting from any write-up of assets after the date of this
Agreement and (iii) the aggregate value of all goodwill, all as determined in
accordance with GAAP.

“CONSOLIDATED ADJUSTED TOTAL ASSETS” means, at any date as of which
the amount thereof is to be determined, (a) the aggregate amount set forth as
the assets of the Borrower and the consolidated Subsidiaries on a consolidated
balance sheet of the Borrower and the consolidated Subsidiaries prepared as of
such date in accordance with GAAP, minus (b) the aggregate book value as of such
date of determination of all assets of the Borrower or any consolidated
Subsidiary subject on such date of determination to a Lien permitted by Section
6.01(j).

“CONSOLIDATED CASH FLOW” means, on a consolidated basis for the
Borrower and its consolidated Subsidiaries for any period, the sum of (i)
Adjusted Net Income plus (ii) Interest Expense plus (iii) Rent Expense, in each
case as determined in accordance with GAAP for such period.

“CONSOLIDATED NET INCOME” means, for any period, the net income (or
net loss) of the Borrower and the consolidated Subsidiaries for such period,
determined on a consolidated basis in accordance with GAAP and after giving
appropriate effect to any outside minority interests in the consolidated
Subsidiaries, excluding

(i) any aggregate net gain arising from the sale or other disposition
of any assets other than any such gain arising from the sale or other
disposition of assets (including aircraft) in the ordinary course of
business,

(ii) any gain arising from any write-ups of assets,

(iii) any unrealized capital gain or loss on any investment,

(iv) any portion of the earnings of any consolidated Subsidiary which
for any reason is unavailable for payment of dividends to the Borrower or
another consolidated Subsidiary,

(v) any amount representing the interest of the Borrower and the
consolidated Subsidiaries in the undistributed earnings of any other Person
(other than a consolidated Subsidiary),

(vi) the net income (or net loss) of any Person prior to the date it
became a consolidated Subsidiary, and

(vii) the effect of the application of Financial Accounting Standards
Board Statement No. 142.

6

“CONTINGENT OBLIGATION” of a Person means any agreement, undertaking
or arrangement by which such Person assumes, guarantees, endorses, contingently
agrees to purchase or provide funds for the payment of, or otherwise becomes or
is contingently liable upon, the obligation or liability of any other Person, or
agrees to maintain the net worth or working capital or other financial condition
of any other Person, or otherwise assures any creditor of such other Person
against loss, including, without limitation, any comfort letter, operating
agreement, or take-or-pay contract.

“CONTINUING DIRECTOR” means an individual who is a member of the Board
of Directors of the Borrower on the date of this Agreement or who shall have
become a member of the Board of Directors of the Borrower subsequent to such
date and who shall have been nominated or elected by a majority of the other
Continuing Directors then members of the Board of Directors of the Borrower.

“CONTROL” means the possession, directly or indirectly, of the power
to direct or cause the direction of the management or policies of a Person,
whether through the ability to exercise voting power, by contract or otherwise.
“CONTROLLING” and “CONTROLLED” have meanings correlative thereto.

“CREDIT EXPOSURE” means, with respect to any Lender at any time, the
sum of the outstanding principal amount of such Lender’s Loans at such time.

“CURRENT MATURITIES” means, as of any date with respect to the Long
Term Debt or the Capitalized Lease Obligations of any Person, any portion of
such Long Term Debt or Capitalized Lease Obligations, as the case may be, which
would in accordance with GAAP be classified as a current liability of such
Person.

“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.

“DISCLOSED MATTERS” means the actions, suits and proceedings and the
environmental matters disclosed in SCHEDULE 3.06.

“DOLLARS” or $” refers to lawful money of the United States of
America.

“EFFECTIVE DATE” means the date on which the conditions specified in
Section 4.01 are satisfied (or waived in accordance with Section 9.01).

“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,
relating in any way to the environment, preservation or reclamation of natural
resources, the management, release or threatened release of any Hazardous
Material or to health and safety matters.

“ENVIRONMENTAL LIABILITY” means any liability, contingent or otherwise
(including any liability for damages, costs of environmental remediation, fines,
penalties or indemnities), of the Borrower or any Subsidiary directly or
indirectly resulting from or based upon (a) violation of any Environmental Law,
(b) the generation, use, handling, transportation, storage, treatment or
disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials,
(d) the release or threatened

7

release of any Hazardous Materials into the environment or (e) any contract,
agreement or other consensual arrangement pursuant to which liability is assumed
or imposed with respect to any of the foregoing.

“ERISA” means the Employee Retirement Income Security Act of 1974, as
amended from time to time.

“EURODOLLAR”, 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 LIBO Rate.

“EVENT OF DEFAULT” has the meaning assigned to such term in Article
VII.

“EXISTING REVOLVING CREDIT FACILITY” means the Credit Agreement dated
as of January 15, 1998 among the Borrower and Bank One, N.A. (formerly known as
The First National Bank of Chicago), individually and as agent, and certain
lenders.

“FAA” means the Federal Aviation Administration or any other
governmental agency succeeding to the jurisdiction thereof.

“FEDERAL AVIATION ACT” means the Federal Aviation Act of 1958, as
amended from time to time.

“FEDERAL EXPRESS CORPORATION” means Federal Express Corporation, a
Delaware corporation.

“FEDERAL FUNDS EFFECTIVE RATE” means, for any day, an interest rate
per annum equal to the weighted average (rounded upwards, if necessary, to the
next 1/100 of 1%) of the rates on overnight Federal funds transactions with
members of the Federal Reserve System arranged by Federal funds brokers, as
published for such day on the next succeeding Business Day by the Federal
Reserve Bank of New York, or, if such rate is not so published for any day that
is a Business Day, the average (rounded upwards, if necessary, to the next 1/100
of 1%) of the quotations for such day for such transactions received by the
Administrative Agent from three Federal funds brokers of recognized standing
selected by it.

“FINANCIAL OFFICER” means the chief financial officer, principal
accounting officer, treasurer, staff vice president and assistant treasurer or
controller of the Borrower.

“FLIGHT EQUIPMENT” means, collectively, aircraft, aircraft engines,
appliances and spare parts, all as defined in the Federal Aviation Act, and
related parts.

“FUNDED DEBT” means, as of any date of determination, any Indebtedness
(excluding items characterized as Indebtedness pursuant to clause (vii) of the
definition thereof other than Contingent Obligations in respect of Indebtedness
of Persons other than the Borrower or its consolidated Subsidiaries) of the
Borrower and its consolidated Subsidiaries that is outstanding on such date.

“GAAP” means generally accepted principles of accounting as in effect
from time to time in the United States of America.

8

“GOVERNMENTAL AUTHORITY” means the government of the United States of
America, any other nation or any political subdivision thereof, whether state or
local, and any agency, authority, instrumentality, regulatory body, court,
central bank or other entity exercising executive, legislative, judicial,
taxing, regulatory or administrative powers or functions of or pertaining to
government.

“GUARANTEE AGREEMENT” means that certain Guaranty of even date
herewith, executed by each Guarantor, substantially in the form of EXHIBIT C
attached hereto.

“GUARANTOR” means each Subsidiary that executes the Guarantee
Agreement in accordance with Section 5.12 hereof. The initial Guarantors are set
forth on Schedule 5.12 hereto.

“HAZARDOUS MATERIALS” means all explosive or radioactive substances or
wastes and all hazardous or toxic substances, wastes or other pollutants,
including petroleum or petroleum distillates, asbestos or asbestos containing
materials, polychlorinated biphenyls, radon gas, infectious or medical wastes
and all other substances or wastes of any nature regulated pursuant to any
Environmental Law.

“HEDGE AGREEMENT” means any interest rate swap, exchange or cap
agreement.

“INDEBTEDNESS” of a Person means, without duplication, such Person’s
(i) obligations for borrowed money, (ii) obligations representing the deferred
purchase price of Property or services (other than accounts payable arising in
the ordinary course of such Person’s business payable on terms customary in the
trade), (iii) obligations, whether or not assumed, secured by Liens or payable
out of the proceeds or production from property now or hereafter owned or
acquired by such Person, (iv) obligations which are evidenced by notes,
acceptances, or other similar instruments, (v) Capitalized Lease Obligations,
(vi) net liabilities under Hedge Agreements, (vii) Contingent Obligations, and
(viii) obligations created through asset securitization financing programs.

“INDEX DEBT” means senior, unsecured, non-credit enhanced long-term
indebtedness for borrowed money of the Borrower.

“INSOLVENCY” means, with respect to any Multiemployer Plan, the
condition that such Plan is insolvent within the meaning of Section 4245 of
ERISA.

“INTEREST ELECTION REQUEST” means a request by the Borrower to convert
or continue a Borrowing in accordance with Section 2.05.

“INTEREST EXPENSE” means, for any period, the gross interest expense
(without regard to any offsetting interest income or reduction for capitalized
interest) of the Borrower and its consolidated Subsidiaries for such period
determined on a consolidated basis in accordance with GAAP.

“INTEREST PAYMENT DATE” means (a) with respect to any ABR Loan, the
last day of each March, June, September and December and (b) with respect to any
Eurodollar Loan, the last day of the Interest Period applicable to the Borrowing
of which such Loan is a part and, in the case of a Eurodollar Borrowing with an
Interest Period of more than three months’ duration, each day prior to the last
day of such Interest Period that occurs at intervals of three months’ duration
after the first day of such Interest Period.

9

“INTEREST PERIOD” means with respect to any Eurodollar Borrowing, the
period commencing on the date of such Borrowing and ending on the numerically
corresponding day in the calendar month that is one, two, three or six months
thereafter, as the Borrower may elect; PROVIDED, that (i) if any Interest Period
would end on a day other than a Business Day, 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 next preceding Business Day and (ii) any Interest Period
that commences on the last Business Day of a calendar month (or on a day for
which there is no numerically 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 Interest Period. For purposes hereof, the date of a Borrowing
initially shall be the date on which such Borrowing is made and thereafter shall
be the effective date of the most recent conversion or continuation of such
Borrowing.

“INVESTMENT” of a Person means any loan, advance (other than
commission, travel and similar advances to officers and employees made in the
ordinary course of business), extension of credit (other than accounts
receivable arising in the ordinary course of business on terms customary in the
trade), deposit account (other than a demand deposit account maintained in the
ordinary course of business) or contribution of capital by such Person to any
other Person or any investment in, or purchase or other acquisition of, the
stock, partnership interests, notes, debentures or other securities of any other
Person made by such Person.

“LENDER AFFILIATE” means (a) any Affiliate of any Lender, (b) any
Person that is administered or managed by any Lender or any Affiliate 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 and (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 advisor as such Lender or by an Affiliate of such Lender
or investment advisor.

“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 Acceptance. Unless the context otherwise requires, each
reference herein to the Lenders shall be deemed to include any Conduit Lender.

“LIBO RATE” means, with respect to any Eurodollar Borrowing for any
Interest Period, the rate appearing on Page 3750 of the Telerate Service (or on
any successor or substitute page of such Service, or any successor to or
substitute for such Service, providing rate quotations comparable to those
currently provided on such page of such Service, as determined by the
Administrative Agent from time to time for purposes of providing quotations of
interest rates applicable to dollar deposits in the London interbank market) at
approximately 11:00 a.m., London time, two Business Days prior to the
commencement of such Interest Period, as the rate for dollar deposits with a
maturity comparable to such Interest Period. In the event that such rate is not
available at such time for any reason, then the “LIBO RATE” with respect to such
Eurodollar Borrowing for such Interest Period shall be the rate (rounded
upwards, if necessary, to the next 1/16 of 1%) at which dollar deposits of
$5,000,000 and for a maturity comparable to such Interest Period are offered by
the principal London office of the Administrative Agent in immediately available
funds in the London interbank market at approximately 11:00 a.m., London time,
two Business Days prior to the commencement of such Interest Period.

10

“LIEN” means any lien (statutory or other), mortgage, pledge,
hypothecation, assignment, deposit arrangement, encumbrance or other security
agreement of any kind or nature whatsoever (including, without limitation, the
interest of a vendor or lessor under any conditional sale, Capitalized Lease or
other title retention agreement).

“LOANS” means the loans made by the Lenders to the Borrower pursuant
to this Agreement.

“LOAN DOCUMENTS” means this Agreement, the Guarantee Agreement and the
Notes, if any.

“LOAN PARTIES” means the collective reference to the Borrower and each
Guarantor.

“LONG TERM 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.

“MARGIN STOCK” has the meaning assigned to such term in Regulation U.

“MATERIAL ADVERSE EFFECT” means a material adverse effect on (i) the
business, Property, condition (financial or otherwise), results of operations,
or prospects of the Borrower and its Subsidiaries taken as a whole, (ii) the
ability of the Borrower to perform its obligations under the Loan Documents, or
(iii) the validity or enforceability of any of the Loan Documents or the rights
or remedies of the Administrative Agent or the Lenders thereunder.

“MATERIAL INDEBTEDNESS” means Indebtedness (other than the Loans) of
any one or more of the Borrower and its consolidated Subsidiaries, in the case
of any single item of such Indebtedness, in excess of $20,000,000 (or the
equivalent thereof in any other currency) or, in the case of all such
Indebtedness, in an aggregate principal amount in excess of $60,000,000 (or the
equivalent thereof in any other currency).

“MATURITY DATE” means September 28, 2006, or if such date is not a
Business Day, the next succeeding Business Day.

“MOODY’S” means Moody’s Investors Service, Inc., or, if Moody’s shall
cease rating Indebtedness of the Borrower and its ratings business with respect
to Indebtedness of the Borrower shall have been transferred to a successor
Person, such successor Person; PROVIDED, HOWEVER, that if Moody’s ceases rating
securities similar to Indebtedness of the Borrower and its ratings business with
respect to such securities shall not 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 Borrower.

“MULTIEMPLOYER PLAN” means a Plan that is a multiemployer plan as
defined in Section 4001(a)(3) of ERISA.

“NON-EXCLUDED TAXES” has the meaning assigned to such term in Section
2.14(a).

“NON-U.S. LENDER” has the meaning assigned to such term in Section
2.14(d).

11

“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 interest accruing after
the filing of any petition in bankruptcy, or the commencement of any insolvency,
reorganization or like proceeding, relating to the Borrower, whether or not a
claim for post-filing or post-petition interest is allowed in such proceeding)
the Loans and all other obligations and liabilities of the Borrower to the
Administrative Agent or to any Lender, whether direct or indirect, absolute or
contingent, due or to become due, or now existing or hereafter incurred, which
may arise under, out of, or in connection with, this Agreement, any other Loan
Document, 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, charges
and disbursements of counsel to the Administrative Agent or to any Lender that
are required to be paid by the Borrower pursuant hereto).

“OTHER TAXES” means any and all present or future stamp or documentary
taxes or any other excise or property taxes, charges or similar levies arising
from any payment made hereunder or from the execution, delivery or enforcement
of, or otherwise with respect to, this Agreement or any other Loan Document.

“PARTICIPANT” has the meaning assigned to such term in Section
9.06(b).

“PBGC” means the Pension Benefit Guaranty Corporation established
pursuant to Subtitle A of Title IV of ERISA (or any successor).

“PERMITTED INVESTMENTS” means (a) marketable direct obligations issued
by, or unconditionally guaranteed by, the United States Government or issued by
any agency thereof and backed by the full faith and credit of the United States,
in each case maturing within one year from the date of acquisition; (b)
certificates of deposit, time deposits, eurodollar time deposits or overnight
bank deposits having maturities of one year or less from the date of acquisition
issued by any Lender or by any commercial bank organized under the laws of the
United States or any state thereof having combined capital and surplus of not
less than $250,000,000; (c) commercial paper of an issuer rated at least A-1 by
S&P or P-1 by Moody’s, or carrying an equivalent rating by a nationally
recognized rating agency, if both of the two named rating agencies cease
publishing ratings of commercial paper issuers generally, and maturing within
one year from the date of acquisition; (d) repurchase obligations of any Lender
or of any commercial bank satisfying the requirements of clause (b) of this
definition, having a term of not more than 30 days, with respect to securities
issued or fully guaranteed or insured by the United States government; (e)
securities with maturities of one year or less from the date of acquisition
issued or fully guaranteed by any state, commonwealth or territory of the United
States, by any political subdivision or taxing authority of any such state,
commonwealth or territory or by any foreign government, the securities of which
state, commonwealth, territory, political subdivision, taxing authority or
foreign government (as the case may be) are rated at least A by S&P or A by
Moody’s; (f) securities with maturities of six months or less from the date of
acquisition backed by standby letters of credit issued by any Lender or any
commercial bank satisfying the requirements of clause (b) of this definition; or
(g) shares of money market mutual or similar funds which invest exclusively in
assets satisfying the requirements of clauses (a) through (f) of this
definition.

12

“PERSON” means any natural person, corporation, limited liability
company, trust, joint venture, association, company, partnership, Governmental
Authority or other entity.

“PLAN” means at a particular time, any employee benefit plan that is
covered by ERISA and in respect of which the Borrower or a Commonly Controlled
Entity is (or, if such plan were terminated at such time, would under Section
4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of
ERISA.

“PRIME RATE” means the rate of interest per annum publicly announced
from time to time by The Chase Manhattan Bank as its prime rate in effect at its
principal office in New York City; each change in the Prime Rate shall be
effective from and including the date such change is publicly announced as being
effective.

“PROPERTY” of a Person means any and all property, whether real,
personal, tangible, intangible, or mixed, of such Person, or other assets owned
or leased by such Person.

“REGISTER” has the meaning assigned to such term in Section 9.06(d).

“REGULATION U” means Regulation U of the Board as from time to time in
effect and any successor or other regulation or official interpretation of the
Board relating to the extension of credit by banks for the purpose of purchasing
or carrying Margin Stock applicable to member banks of the Federal Reserve
System.

“RENT EXPENSE” means, for any period, the rental expense of the
Borrower and its consolidated Subsidiaries for such period determined on a
consolidated basis in accordance with GAAP excluding rental expense with respect
to leases of aircraft scheduled to terminate no more than 365 days after their
respective dates of execution.

“REORGANIZATION” means, with respect to any Multiemployer Plan, the
condition that such plan is in reorganization within the meaning of Section 4241
of ERISA.

“REPORTABLE EVENT” means any of the events set forth in Section
4043(c) of ERISA, other than those events for which the thirty day notice period
has been waived under the Regulations of PBGC.

“REQUIRED LENDERS” means, at any time, Lenders having Credit Exposures
and unused Commitments representing at least 51% of the sum of the total Credit
Exposures and unused Commitments at such time.

“REQUIREMENT OF LAW” means, as to any Person, the Certificate of
Incorporation and By-Laws or other organizational or governing documents of such
Person, and any law, treaty, rule or regulation or determination of an
arbitrator or a court or other Governmental Authority, in each case applicable
to or binding upon such Person or any of its property or to which such Person or
any of its property is subject.

“RESTRICTED INVESTMENT” means any Investment other than an Investment
permitted by Section 6.05.

“RESTRICTED MARGIN STOCK” means Margin Stock owned by the Borrower or
any Subsidiary which represents not more than 33-1/3% of the aggregate value
(determined in

13

accordance with Regulation U), on a consolidated basis, of the Property and
assets of the Borrower and the Subsidiaries (other than Margin Stock) that is
subject to the provisions of Article 6 (including Section 6.01).

“SIGNIFICANT SUBSIDIARY” means, during each fiscal year of the
Borrower, any Subsidiary of the Borrower which had revenues (determined in
accordance with GAAP) for the immediately preceding fiscal year of the Borrower
in excess of 2.0% of the consolidated revenues (determined in accordance with
GAAP) of the Borrower and the consolidated Subsidiaries for such immediately
preceding fiscal year.

“SINGLE EMPLOYER PLAN” means any Plan that is covered by Title IV of
ERISA, but that is not a Multiemployer Plan.

“S&P” means Standard & Poor’s Ratings Group, a division of
McGraw-Hill, Inc., or, if S&P shall cease rating Indebtedness of the Borrower
and its ratings business with respect to Indebtedness of the Borrower shall have
been transferred to a successor Person, such successor Person; PROVIDED,
HOWEVER, that if S&P ceases rating securities similar to Indebtedness of the
Borrower and its ratings business with respect to such securities shall not have
been transferred to any successor Person, then “S&P” shall mean any other
nationally recognized rating agency (other than Moody’s) selected by the
Borrower and reasonably satisfactory to the Administrative Agent that rates any
Indebtedness of the Borrower.

“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 percentages (including any
marginal, special, emergency or supplemental reserves) expressed as a decimal
established by the Board to which the Administrative Agent is subject with
respect to the Adjusted LIBO Rate, for eurocurrency funding (currently referred
to as “Eurocurrency Liabilities” in Regulation D of the Board). Such reserve
percentages shall include those imposed pursuant to such Regulation D.
Eurodollar Loans shall be deemed to constitute eurocurrency funding and to be
subject to such reserve requirements without benefit of or credit for proration,
exemptions or offsets that may be available from time to time to any Lender
under such Regulation D or any comparable regulation. The Statutory Reserve Rate
shall be adjusted automatically on and as of the effective date of any change in
any reserve percentage.

“SUBSIDIARY” of a Person means (i) any corporation more than 50% of
the outstanding Voting Stock of which shall at the time be owned or controlled,
directly or indirectly, by such Person or by one or more of its subsidiaries or
by such Person and one or more of its subsidiaries, or (ii) any partnership,
association, joint venture or similar business organization more than 50% of the
ownership interests having power to direct the ordinary affairs thereof of which
shall at the time be so owned or controlled.

“SUBSIDIARY” means any subsidiary of the Borrower.

“TAXES” means any and all present or future taxes, levies, imposts,
duties, deductions, charges or withholdings imposed by any Governmental
Authority.

“364-DAY COMMITMENT” has the meaning attributed to the term
“Commitment” in the 364-Day Credit Agreement.

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“364-DAY CREDIT AGREEMENT” means the 364-Day Credit Agreement dated as
of the date hereof among the Borrower, the lenders party thereto and The Chase
Manhattan Bank, as administrative agent.

“364-DAY GUARANTEE AGREEMENT” means that certain Guaranty of the
obligations under the 364-Day Credit Agreement of even date herewith, executed
by each Guarantor, substantially in the form of EXHIBIT C attached hereto.

“364-DAY LOANS” has the meaning attributed to the term “Loans” in the
364-Day Credit Agreement.

“TRANSACTIONS” means the execution, delivery and performance by each
Loan Party of the Loan Documents to which it is a party, the borrowing of Loans
by the Borrower and the use of the proceeds thereof by the Borrower.

“TRANSFEREE” means any Assignee or Participant.

“TYPE”, when used in reference to any Loan or Borrowing, refers to
whether the rate of interest on such Loan, or on the Loans comprising such
Borrowing, is determined by reference to the Adjusted LIBO Rate or the Alternate
Base Rate.

“UNFUNDED LIABILITIES” means the sum of the amount (if any) by which
the present value of the accrued benefits under each Single Employer Plan
exceeds the fair market value of such Plan assets allocable to such benefits,
aggregating all such Plans in which benefits exceed the value of such assets,
all determined as of the then most recent valuation date for such Plans.

“UNRESTRICTED MARGIN STOCK” means any Margin Stock owned by the
Borrower or any Subsidiary which is not Restricted Margin Stock.

“UTILIZATION FEES” has the meaning set forth in Section 2.09(b).

“VOTING STOCK” means all outstanding shares of capital stock of a
Person entitled to vote generally in the election of directors.

“WHOLLY-OWNED SUBSIDIARY” of a Person means (i) any subsidiary all of
the outstanding voting securities (other than directors’ qualifying shares and
other de minimis local ownership required by law) of which shall at the time be
owned or controlled, directly or indirectly, by such Person or one or more
Wholly-Owned Subsidiaries of such Person, or by such Person and one or more
Wholly-Owned Subsidiaries of such Person, or (ii) any Person 100% of the
ownership interests (other than directors’ qualifying shares and other de
minimis local ownership required by law) having ordinary voting power of which
shall at the time be so owned or controlled. Unless otherwise specified herein,
references to “Wholly-Owned Subsidiaries” herein shall be deemed to refer to
Wholly-Owned Subsidiaries of the Borrower.

SECTION 1.02. CLASSIFICATION OF LOANS AND BORROWINGS. For purposes of
this Agreement, Loans may be classified and referred to by Type (E.G., a
Eurodollar Loan”) and Borrowings also may be classified and referred to by Type
(E.G., a Eurodollar Borrowing”).

SECTION 1.03. TERMS GENERALLY. The definitions of terms herein shall
apply equally to the singular and plural forms of the terms defined. Whenever
the context may require, any

15

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
the same meaning and effect as the word “shall”. Unless the context requires
otherwise (a) any definition of or reference to any agreement, instrument or
other document herein shall be construed as referring to such agreement,
instrument or other document as from time to time amended, supplemented or
otherwise modified (subject to any restrictions on such amendments, supplements
or modifications set forth herein), (b) any reference herein to any Person shall
be construed to include such Person’s successors and assigns, (c) the words
“herein”, “hereof” and “hereunder”, and words of similar import, shall be
construed to refer to this Agreement in its entirety and not to any particular
provision hereof, (d) all references herein to Articles, Sections, Exhibits and
Schedules shall be construed to refer to Articles and Sections of, and Exhibits
and Schedules to, this Agreement and (e) the words “asset” and “property” shall
be construed to have the same meaning and effect and to refer to any and all
tangible and intangible assets and properties, including cash, securities,
accounts and contract rights.

SECTION 1.04. ACCOUNTING TERMS; GAAP. Except as otherwise expressly
provided herein, all terms of an accounting or financial nature shall be
construed in accordance with GAAP, as in effect from time to time; PROVIDED
that, if the Borrower notifies the Administrative Agent that the Borrower
requests an amendment to any provision hereof to eliminate the effect 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 effect and applied immediately
before such change shall have become effective until such notice shall have been
withdrawn or such provision amended in accordance herewith.

ARTICLE II

The Credits

SECTION 2.01. COMMITMENTS. Subject to the terms and conditions set
forth herein, each Lender agrees to make Loans to the Borrower from time to time
during the Availability Period in an aggregate principal amount that will not
result in (a) such Lender’s Credit Exposure exceeding such Lender’s Commitment
or (b) the sum of the total Credit Exposures exceeding the total Commitments.
Within the foregoing limits and subject to the terms and conditions set forth
herein, the Borrower may borrow, prepay 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 responsible for any other Lender’s failure to make Loans as
required.

(b) Subject to Section 2.11, each Borrowing shall be comprised
entirely of ABR Loans or Eurodollar Loans as the Borrower may request in
accordance herewith. Each Lender at its option may make any Eurodollar Loan by
causing any domestic or foreign branch or Lender Affiliate

16

to make such Loan; PROVIDED that any exercise of such option shall not affect
the obligation of the Borrower to repay such Loan in accordance with the terms
of this Agreement.

(c) At the commencement of each Interest Period for any Eurodollar
Borrowing, such Borrowing shall be in an aggregate amount that is an integral
multiple of $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 amount that is an
integral multiple of $1,000,000 and not less than $5,000,000; PROVIDED 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 Type may be
outstanding at the same time; PROVIDED that there shall not at any time be more
than a total of 15 Eurodollar Borrowings outstanding.

(d) Notwithstanding any other provision of this Agreement, the
Borrower shall not be entitled to request, or to elect to convert or continue,
any Borrowing if the Interest Period requested with respect thereto would end
after the Maturity Date.

SECTION 2.03. REQUESTS FOR BORROWINGS. To request a Borrowing, the
Borrower shall notify the Administrative Agent of such request by telephone (a)
in the case of a Eurodollar Borrowing, not later than 11:00 a.m., New York City
time, at least three Business Days before the date of the proposed Borrowing or
(b) in the case of an ABR Borrowing, not later than 10:00 a.m., New York City
time, on the date of the proposed Borrowing. Each such telephonic Borrowing
Request shall be irrevocable and shall be confirmed promptly by hand delivery or
telecopy to the Administrative Agent of a written Borrowing Request in the form
of EXHIBIT A. Each such telephonic and written Borrowing Request shall specify
the following information in compliance with Section 2.02:

(i) the aggregate amount of the requested Borrowing;

(ii) the date of such Borrowing, which shall be a Business Day;

(iii) whether such Borrowing is to be an ABR Borrowing or a Eurodollar
Borrowing;

(iv) in the case of a Eurodollar Borrowing, the initial Interest
Period to be applicable thereto, which shall be a period contemplated by
the definition of the term “Interest Period”; and

(v) the location and number of the Borrower’s account to which funds
are to be disbursed, which shall comply with the requirements of Section
2.04.

If no election as to the Type of Borrowing is specified, then the requested
Borrowing shall be an ABR Borrowing. If no Interest Period is specified with
respect to any requested Eurodollar Borrowing, then the Borrower shall be deemed
to have selected an Interest Period of one month’s duration. Promptly following
receipt of a Borrowing Request in accordance with this Section, the
Administrative Agent shall advise each Lender of the details thereof and of the
amount of such Lender’s Loan to be made as part of the requested Borrowing.

SECTION 2.04. FUNDING OF BORROWINGS. (a) Each Lender shall make each
Loan to be made by it hereunder on the proposed date thereof by wire transfer of
immediately

17

available funds by 12:00 noon, New York City time, to the account of the
Administrative Agent most recently designated by it for such purpose by notice
to the Lenders. The Administrative Agent will make such Loans available to the
Borrower by promptly crediting the amounts so received, in like funds, to an
account of the Borrower maintained with the Administrative Agent in New York
City and designated by the Borrower in the applicable Borrowing Request.

(b) Unless the Administrative Agent shall have received notice from a
Lender prior to the proposed date of any Borrowing that such Lender will not
make available to the Administrative Agent such Lender’s share of such
Borrowing, the Administrative Agent may assume that such Lender has made such
share available on such date in accordance with paragraph (a) of this Section
and may, in reliance upon such assumption, make available to the Borrower a
corresponding 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 thereon, 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 Administrative Agent, at
(i) in the case of such Lender, the Federal Funds Effective Rate or (ii) in the
case of the Borrower, the interest rate applicable to ABR Loans. If such Lender
pays such amount to the Administrative Agent, then such amount shall constitute
such Lender’s Loan included in such Borrowing.

SECTION 2.05. INTEREST ELECTIONS. (a) Each Borrowing initially shall
be of the Type specified in the applicable Borrowing Request and, in the case of
a Eurodollar Borrowing, shall have an initial Interest Period as specified in
such Borrowing Request. Thereafter, the Borrower may elect to convert such
Borrowing to a different Type or to continue such Borrowing and, in the case of
a Eurodollar Borrowing, may elect Interest Periods therefor, all as provided in
this Section. The Borrower may elect different options with respect to different
portions of the affected Borrowing, in which case each such portion shall be
allocated ratably among the Lenders holding the Loans comprising such Borrowing,
and the Loans comprising each such portion shall be considered a separate
Borrowing.

(b) To make an election pursuant to this Section, the Borrower shall
notify the Administrative Agent of such election by telephone by the time that a
Borrowing Request would be required under Section 2.03 if the Borrower were
requesting a Borrowing of the Type resulting from such election to be made on
the effective date of such election. Each such telephonic Interest Election
Request shall be irrevocable and shall be confirmed promptly by hand delivery or
telecopy to the Administrative Agent of a written Interest Election Request in
the form of EXHIBIT B.

(c) Each telephonic and written Interest Election Request shall
specify the following information in compliance with Section 2.02:

(i) the Borrowing to which such Interest Election Request applies and,
if different options are being elected with respect to different 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 effective date of the election made pursuant to such Interest
Election Request, which shall be a Business Day;

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(iii) whether the resulting Borrowing is to be an ABR Borrowing or a
Eurodollar Borrowing; and

(iv) if the resulting Borrowing is a Eurodollar Borrowing, the
Interest Period to be applicable thereto after giving effect 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 Eurodollar Borrowing but does
not specify an Interest Period, then the Borrower shall be deemed to have
selected an Interest Period of one month’s duration.

(d) Promptly following receipt of an Interest Election Request, the
Administrative Agent shall advise each Lender of the details thereof and of such
Lender’s portion of each resulting Borrowing.

(e) If the Borrower fails to deliver a timely Interest Election
Request with respect to a Eurodollar Borrowing prior to the end of the Interest
Period applicable thereto, then, unless such Borrowing is repaid as provided
herein, at the end of such Interest Period such Borrowing shall be converted to
an ABR Borrowing. Notwithstanding any contrary provision hereof, if an Event of
Default has occurred and is continuing and the Administrative Agent, at the
request of the Required Lenders, so notifies the Borrower, then, so long as an
Event of Default is continuing (i) no outstanding Borrowing may be converted to
or continued as a Eurodollar Borrowing and (ii) unless repaid, each Eurodollar
Borrowing shall be converted to an ABR Borrowing at the end of the Interest
Period applicable thereto.

SECTION 2.06. TERMINATION AND REDUCTION OF COMMITMENTS. Unless
previously terminated, the Commitments shall terminate on the Maturity Date.

(a) The Borrower may at any time terminate, or from time to time
reduce, the Commitments; PROVIDED that (i) each reduction of the Commitments
shall be in an amount that is an integral multiple of $10,000,000 and not less
than $20,000,000 and (ii) the Borrower shall not terminate or reduce the
Commitments if, after giving effect to any concurrent prepayment of the Loans in
accordance with Section 2.08, the Credit Exposures of the Lenders would exceed
the total Commitments.

(b) The Borrower shall notify the Administrative Agent of any election
to terminate or reduce the Commitments under paragraph (a) of this Section at
least three Business Days prior to the effective date of such termination or
reduction, specifying such election and the effective date thereof. Promptly
following receipt of any notice, the Administrative Agent shall advise the
Lenders of the contents thereof. Each notice delivered by the Borrower pursuant
to this Section shall be irrevocable; PROVIDED that a notice of termination of
the Commitments delivered by the Borrower may state that such notice is
conditioned upon the effectiveness 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 effective date) if such condition is not
satisfied. Any termination or reduction of the Commitments shall be permanent.
Each reduction of the Commitments shall be made ratably among the Lenders in
accordance with their respective Commitments.

19

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 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 Lender, including the amounts of
principal and interest payable and paid to such Lender from time to time
hereunder.

(c) The Administrative Agent shall maintain accounts in which it shall
record (i) the amount of each Loan made hereunder, the Type 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 account of the Lenders and each Lender’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; PROVIDED that the failure of any
Lender or the Administrative Agent to maintain such accounts or any error
therein shall not in any manner affect the obligation of the Borrower to repay
the Loans in accordance with the terms 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 (or, if
requested by such Lender, to such Lender and its registered assigns) and in a
form approved by the Administrative Agent. Thereafter, the Loans evidenced by
such promissory note and interest thereon shall at all times (including after
assignment pursuant to Section 9.06) be represented by one or more promissory
notes in such form payable to the order of the payee named therein (or, 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, subject to prior notice in accordance with paragraph (b) of this Section.

(b) The Borrower shall notify the Administrative Agent by telephone
(confirmed by telecopy) of any prepayment hereunder (i) in the case of
prepayment of a Eurodollar Borrowing, not later than 11:00 a.m., New York City
time, three Business Days before the date of prepayment or (ii) in the case of
prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City time,
one Business Day before the date of prepayment. Each such notice shall be
irrevocable and shall specify the prepayment date and the principal amount of
each Borrowing or portion thereof to be prepaid; PROVIDED 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 Type as
provided in Section 2.02. Each prepayment of a Borrowing shall be applied
ratably to the Loans included in the prepaid Borrowing. Partial prepayments of
Loans shall be in an aggregate principal

20

amount of $5,000,000 or a whole multiple thereof. Prepayments shall be
accompanied by accrued interest to the extent required by Section 2.10.

SECTION 2.09. FEES. (a) The Borrower agrees to pay to the
Administrative Agent for the account of each Lender a facility fee, which shall
accrue at the Applicable Rate on the daily amount of the Commitment of such
Lender (whether used or unused) during the period from and including the
Effective Date to but excluding the date on which such Commitment terminates;
PROVIDED that, if such Lender continues to have any Credit Exposure after its
Commitment terminates, then such facility fee shall continue to accrue on the
daily amount of such Lender’s Credit Exposure from and including the date on
which its Commitment terminates to but excluding the date on which such Lender
ceases to have any Credit Exposure. Accrued facility fees shall be payable in
arrears on the last day of March, June, September and December of each year and
on the date on which the Commitments terminate, commencing on the first such
date to occur after the date hereof; PROVIDED that any facility fees accruing
after the date on which the Commitments terminate shall be payable on demand.
All facility 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) If on any day the sum of the aggregate outstanding principal
amount of all Loans and all 364-Day Loans exceeds the sum of (i) the product of
(A) one-third (1/3) TIMES (B) the Commitment and (ii) the product of (A)
one-third (1/3) TIMES (B) the 364-Day Commitment, then the Borrower shall pay to
the Administrative Agent, for the pro rata benefit of each Lender, a fee (the
“UTILIZATION FEE”) of 0.125% per annum on the sum of the Borrower’s outstanding
Loans and outstanding 364-Day Loans. Accrued Utilization Fees shall be payable
in arrears on the last day of March, June, September and December of each year
(as well as on the Maturity Date and on any day that the Commitment is reduced).
All Utilization 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).

(c) The Borrower agrees to pay to the Administrative Agent, for its
own account, fees payable in the amounts and at the times separately agreed upon
between the Borrower and the Administrative Agent.

(d) All fees payable hereunder shall be paid on the dates due, in
immediately available funds, to the Administrative Agent. 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 Eurodollar Borrowing shall bear interest
at a rate per annum equal to the Adjusted LIBO Rate for the Interest Period in
effect for such Borrowing plus the Applicable Rate.

(c) Notwithstanding the foregoing, if any principal of or interest on
any Loan or any fee or other amount payable by the Borrower hereunder is not
paid when due, whether at stated maturity, upon acceleration or otherwise, such
overdue 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, 2%

21

plus the rate otherwise applicable to such Loan as provided above or (ii) in the
case of any other amount, 2% plus the rate applicable to ABR Loans as provided
above.

(d) Accrued interest on each Loan shall be payable in arrears on each
Interest Payment Date for such Loan; PROVIDED that (i) interest accrued pursuant
to paragraph (c) of this Section shall be payable on demand, (ii) in the event
of any repayment or prepayment of any Loan (other than a prepayment of an ABR
Loan prior to the end of the Availability Period), accrued interest on 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 Eurodollar
Loan prior to the end of the current Interest Period therefor, accrued interest
on such Loan shall be payable on the effective date of such conversion and (iv)
all accrued interest shall be payable upon termination of the Commitments.

(e) All interest hereunder shall be computed on the basis of a year of
360 days, except that interest computed by reference to 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), and in
each case shall be payable for the actual number of days elapsed (including the
first day but excluding the last day). The applicable Alternate Base Rate,
Adjusted LIBO Rate or LIBO Rate shall be determined by the Administrative Agent,
and such determination shall be conclusive absent manifest error.

SECTION 2.11. ALTERNATE RATE OF INTEREST. If prior to the commencement
of any Interest Period for a Eurodollar Borrowing:

(a) the Administrative Agent determines (which determination shall be
conclusive absent manifest error) that adequate and reasonable means do not
exist for ascertaining the Adjusted LIBO Rate or the LIBO Rate, as
applicable, for such Interest Period; or

(b) the Administrative Agent is advised by the Required Lenders that
the Adjusted LIBO Rate or the LIBO Rate, as applicable, for 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 such Interest Period;

then the Administrative Agent shall give notice thereof to the Borrower and the
Lenders by telephone or telecopy as promptly as practicable thereafter and,
until the Administrative Agent notifies the Borrower and the Lenders that the
circumstances giving rise to such notice no longer exist, (i) any Interest
Election Request that requests the conversion of any Borrowing to, or
continuation of any Borrowing as, a Eurodollar Borrowing shall be ineffective
and (ii) if any Borrowing Request requests a Eurodollar Borrowing, such
Borrowing shall be made as an ABR Borrowing.

SECTION 2.12. INCREASED COSTS. (a) If any Change in Law shall:

(i) impose, modify or deem applicable any reserve, special deposit or
similar requirement against assets of, deposits with or for the account of,
or credit extended by, any Lender (except any such reserve requirement
reflected in the Adjusted LIBO Rate); or

(ii) impose on any Lender or the London interbank market any other
condition affecting this Agreement or Eurodollar Loans made by such Lender;

22

and the result of any of the foregoing shall be to increase the cost to such
Lender of making or maintaining any Eurodollar Loan (or of maintaining its
obligation to make any such Loan) or to reduce the amount of any sum received or
receivable by such Lender (whether of principal, interest or otherwise), then
the Borrower will pay to such Lender such additional amount or amounts as will
compensate such Lender for such additional costs incurred or reduction suffered.

(b) If any Lender determines that any Change in Law regarding capital
requirements has or would have the effect of reducing the rate of return on such
Lender’s capital or on the capital of such Lender’s holding company, if any, as
a consequence of this Agreement or the Loans made by such Lender to a level
below that which such Lender or such Lender’s holding company could have
achieved but for such Change in Law (taking into consideration such Lender’s
policies and the policies of such Lender’s holding company with respect to
capital adequacy), then from time to time the Borrower will pay to such Lender
such additional amount or amounts as will compensate such Lender or such
Lender’s holding company for any such reduction suffered.

(c) A certificate of a Lender setting forth the amount or amounts
necessary to compensate such Lender or its holding company, as the case may be,
as specified in paragraph (a) or (b) of this Section, setting forth in
reasonable detail the calculations upon which such Lender determined such
amount, shall be delivered to the Borrower and shall be conclusive absent
manifest error. The Borrower shall pay such Lender the amount shown as due on
any such certificate within 15 days after receipt thereof.

(d) Failure or delay on the part of any Lender to demand compensation
pursuant to this Section shall not constitute a waiver of such Lender’s right to
demand such compensation; PROVIDED that the Borrower shall not be required to
compensate a Lender pursuant to this Section for any increased costs or
reductions incurred more than six months prior to the date that such Lender
notifies the Borrower of the Change in Law giving rise to such increased costs
or reductions and of such Lender’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 six-month period referred to above shall
be extended to include the period of retroactive effect thereof.

SECTION 2.13. BREAK FUNDING PAYMENTS. In the event of (a) the payment
of any principal of any Eurodollar Loan other than on the last day of an
Interest Period applicable thereto (including as a result of an Event of
Default), (b) the conversion of any Eurodollar Loan other than on the last day
of the Interest Period applicable thereto, (c) the failure to borrow, convert,
continue or prepay any Loan on the date specified in any notice delivered
pursuant hereto (regardless of whether such notice is permitted to be revocable
under Section 2.08(b) and is revoked in accordance herewith), or (d) the
assignment of any Eurodollar Loan other than on the last day of the Interest
Period applicable thereto as a result of a request by the Borrower pursuant to
Section 2.16, then, in any such event, the Borrower shall compensate each Lender
for the loss, cost and expense attributable to such event. In the case of a
Eurodollar Loan, the loss to any Lender attributable to any such event shall be
deemed to include an amount determined by such Lender to be equal to the excess,
if any, of (i) the amount of interest that such Lender would pay for a deposit
equal to the principal amount of such Loan for the period from the date of such
payment, conversion, failure or assignment to the last day of the then current
Interest Period for such Loan (or, in the case of a failure to borrow, convert
or continue, the duration of the Interest Period that would have resulted from
such borrowing, conversion or continuation) if the interest rate payable on such
deposit were equal to the Adjusted LIBO Rate for such Interest Period, over (ii)
the amount of interest that such Lender would earn on such principal amount for
such period if such Lender were to invest such principal amount

23

for such period at the interest rate that would be bid by such Lender (or an
Affiliate of such Lender) for dollar deposits from other banks in the eurodollar
market at the commencement of such period. 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 Borrower, setting forth in reasonable
detail the calculations upon which such Lender determined such amount, and shall
be conclusive absent manifest error. The Borrower shall pay such Lender the
amount shown as due on any such certificate within 15 days after receipt
thereof.

SECTION 2.14. TAXES. (a) All payments made by the Borrower under this
Agreement shall be made free and clear of, and without deduction or withholding
for or on account of, any present or future income, stamp or other taxes,
levies, imposts, duties, charges, fees, deductions or withholdings, now or
hereafter imposed, levied, collected, withheld or assessed by any Governmental
Authority, excluding net income taxes and franchise taxes (imposed in lieu of
net income taxes) 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 such tax or
any political subdivision or taxing authority thereof or therein (other than any
such connection arising solely from the Administrative Agent or such Lender
having executed, delivered or performed its obligations or received a payment
under, or enforced, this Agreement or any other Loan Document). If any such
non-excluded taxes, levies, imposts, duties, charges, fees, deductions or
withholdings (“NON-EXCLUDED TAXES”) or Other Taxes are required to be withheld
from any amounts payable to the Administrative Agent or any Lender hereunder,
the amounts so payable to the Administrative Agent or such Lender shall be
increased to the extent necessary to yield to the Administrative Agent or such
Lender (after payment of all Non-Excluded Taxes and Other Taxes) interest or any
such other amounts payable hereunder at the rates or in the amounts specified in
this Agreement, PROVIDED, HOWEVER, that the Borrower shall not be required to
increase any such amounts payable to any Lender with respect to any Non-Excluded
Taxes (i) that are attributable to such Lender’s failure to comply with the
requirements of paragraph (d) or (e) of this Section or (ii) that are United
States withholding taxes imposed on amounts payable to such Lender at the time
such Lender becomes a party to this Agreement, except to the extent that such
Lender’s assignor (if any) was entitled, at the time of assignment, to receive
additional amounts from the Borrower with respect to such Non-Excluded Taxes
pursuant to this paragraph.

(b) In addition, the Borrower shall pay any Other Taxes to the
relevant Governmental Authority in accordance with applicable law.

(c) Whenever any Non-Excluded Taxes or Other Taxes are payable by the
Borrower, as promptly as possible thereafter the Borrower shall send to the
Administrative Agent for its own account or for the account of the relevant
Lender, as the case may be, a certified copy of an original official receipt
received by the Borrower showing payment thereof. If the Borrower fails to pay
any Non-Excluded Taxes or Other Taxes when due to the appropriate taxing
authority or fails to remit to the Administrative Agent the required receipts or
other required documentary evidence, the Borrower shall indemnify the
Administrative Agent and the Lenders for any incremental taxes, interest or
penalties that may become payable by the Administrative Agent or any Lender as a
result of any such failure.

(d) Each Lender (or Transferee) that is not a “U.S. 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 (or, in the case of a Participant, to the
Lender from which the related participation shall have been purchased) two
copies of either U.S. Internal Revenue Service Form W-8BEN or Form W-

24

8ECI, or, in the case of a Non-U.S. Lender claiming exemption from U.S. federal
withholding tax under Section 871(h) or 881(c) of the Code with respect to
payments of “portfolio interest”, a statement substantially in the form of
EXHIBIT F and a Form W-8BEN, or any subsequent versions thereof or successors
thereto, properly completed and duly executed by such Non-U.S. Lender claiming
complete exemption from, or a reduced rate of, U.S. federal withholding tax on
all payments by the Borrower under this Agreement and the other Loan Documents.
Such forms shall be delivered by each Non-U.S. Lender on or before the date it
becomes a party to this Agreement (or, in the case of any Participant, on or
before the date such Participant purchases the related participation). In
addition, each Non-U.S. Lender shall deliver such forms promptly upon the
obsolescence or invalidity of any form previously delivered by such Non-U.S.
Lender. Each Non-U.S. Lender shall promptly notify the Borrower 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 this paragraph, a Non-U.S. Lender shall not be required to
deliver any form pursuant to this paragraph that such Non-U.S. Lender is not
legally able to deliver.

(e) A Lender that is entitled to an exemption from or reduction of
non-U.S. withholding tax under the law of the jurisdiction in which the Borrower
is located, or any treaty to which such jurisdiction is a party, with respect to
payments under this Agreement shall deliver to the Borrower (with a copy to the
Administrative Agent), at the time or times prescribed by applicable law or
reasonably requested by the Borrower, such properly completed and executed
documentation prescribed by applicable law as will permit such payments to be
made without withholding or at a reduced rate, PROVIDED that such Lender is
legally entitled to complete, execute and deliver such documentation and in such
Lender’s judgment such completion, execution or submission would not materially
prejudice the legal position of such Lender.

(f) The agreements in this Section shall survive the termination of
this Agreement and the payment of the Loans and all other amounts payable
hereunder.

SECTION 2.15. PAYMENTS GENERALLY; PRO RATA TREATMENT; SHARING OF
SET-OFFS. (a) The Borrower shall make each payment required to be made by it
hereunder (whether of principal, interest or fees, or under Section 2.12, 2.13
or 2.14, or otherwise) prior to 12:00 noon, New York City time, on the date when
due, in immediately available funds, without set-off or counterclaim. Any
amounts received after such time on any date may, in the discretion of the
Administrative Agent, be deemed to have been received on the next succeeding
Business Day for purposes of calculating interest thereon. All such payments
shall be made to the Administrative Agent at its offices at 270 Park Avenue, New
York, New York and except that payments pursuant to Sections 2.12, 2.13, 2.14
and 9.05 shall be made directly to the Persons entitled thereto. The
Administrative Agent shall distribute any such payments received by it for the
account 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
Business Day, the date for payment shall be extended to the next succeeding
Business Day, and, in the case of any payment accruing interest, interest
thereon shall be payable for the period of such extension. All payments
hereunder shall be made in dollars.

(b) If at any time insufficient funds are received by and available to
the Administrative Agent to pay fully all amounts of principal, interest and
fees then due hereunder, such funds shall be applied (i) first, to pay interest
and fees then due hereunder, ratably among the parties entitled thereto in
accordance with the amounts of interest and fees then due to such parties, and
(ii)

25

second, to pay principal then due hereunder, 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-off or
counterclaim or otherwise, obtain payment in respect of any principal of or
interest on any of its Loans resulting in such Lender receiving payment of a
greater proportion of the aggregate amount of its Loans and accrued interest
thereon than the proportion received by any other Lender, then the Lender
receiving such greater proportion shall purchase (for cash at face value)
participations in the Loans of other 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 amount of principal of and accrued interest on
their respective Loans; PROVIDED 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 recovery, without interest, and (ii) the
provisions of this paragraph shall not be construed to apply to any payment made
by 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
assignment of or sale of a participation in any of its Loans, other than to the
Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of
this paragraph shall apply). The Borrower consents to the foregoing and agrees,
to the extent it may effectively do so under applicable law, that any Lender
acquiring a participation pursuant to the foregoing arrangements may exercise
against the Borrower rights of set-off and counterclaim with respect to such
participation as fully as if such Lender were a direct creditor of the Borrower
in the amount of such participation.

(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 hereunder that the Borrower will not make
such payment, the Administrative Agent may assume that the Borrower has made
such payment on such date in accordance herewith and may, in reliance upon such
assumption, distribute to the Lenders the amount due. In such event, if the
Borrower has not in fact made such payment, then each of the Lenders severally
agrees to repay to the Administrative Agent forthwith on demand the amount so
distributed to such Lender with interest thereon, for each day from and
including the date such amount is distributed to it to but excluding the date of
payment to the Administrative Agent, at the Federal Funds Effective Rate.

(e) If any Lender shall fail to make any payment required to be made
by it pursuant to Section 2.04(b) or 2.15(d), then the Administrative Agent may,
in its discretion (notwithstanding any contrary provision hereof), apply any
amounts thereafter received by the Administrative Agent for the account of such
Lender to satisfy such Lender’s obligations under such Sections until all such
unsatisfied obligations are fully paid.

SECTION 2.16. 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 pursuant to Section 2.14, then such
Lender shall use reasonable efforts to designate a different lending office for
funding or booking its Loans hereunder or to assign its rights and obligations
hereunder to another of its offices, branches or affiliates, if, in the judgment
of such Lender, such designation or assignment (i) would eliminate or reduce
amounts payable pursuant to Section 2.12 or 2.14, as the case may be, in the
future and (ii) would not subject such Lender to any unreimbursed cost or
expense and would not otherwise be disadvantageous to such Lender. To the extent
reasonably possible, each Lender shall use reasonable efforts to designate a
different lending office for funding or booking its Loans hereunder or to assign
its rights and obligations hereunder to

26

another of its offices, branches or affiliates, if, in the judgment of such
Lender, such designation or assignment would avoid the unavailability of
Eurodollar Loans under Section 2.11, so long as such designation is not
disadvantageous to such Lender as determined by such Lender in its sole
discretion.

The Borrower hereby agrees to pay all reasonable costs and expenses
incurred by any Lender in connection with any such designation or assignment.

(b) The Borrower shall, at its sole expense and effort, have the
right, by giving at least 15 Business Days’ prior written notice to the affected
Lender and the Administrative Agent, at any time when no Default or Event of
Default has occurred and is continuing, to require any Lender to assign all of
its rights and obligations under the Loan Documents to any other Lender (other
than a Conduit Lender) approved by the Borrower. 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 but shall be on terms and conditions reasonably
satisfactory to the affected Lender. The Borrower shall remain liable to the
affected Lender for any indemnification provided under Section 2.13 with respect
to Loans of such Lender outstanding on the effective date of an assignment
required under this Section 2.16(b), as well as for all other Obligations owed
to such Lender under this Agreement as of such effective date.

ARTICLE III

REPRESENTATIONS AND WARRANTIES

The Borrower represents and warrants to the Lenders that:

SECTION 3.01. ORGANIZATION; POWERS. The Borrower and each of the
Significant Subsidiaries is duly organized, validly existing and in good
standing under the laws of the jurisdiction of its organization, has all
requisite power and authority to carry on its business as now conducted and,
except where the failure to do so, individually or in the aggregate, could not
reasonably be expected to result in a Material Adverse Effect, is qualified to
do business in, and is in good standing in, every jurisdiction where such
qualification is required.

SECTION 3.02. AUTHORIZATION; ENFORCEABILITY. The Transactions are
within the Borrower’s and each of the Guarantors’ corporate powers and authority
and have been duly authorized by all necessary corporate action. The Loan
Documents (i) have been duly executed and delivered by the Borrower and each of
the Guarantors and (ii) constitute legal, valid and binding obligations of the
Borrower and each of the Guarantors, enforceable in accordance with their
respective terms, subject to applicable bankruptcy, insolvency, reorganization,
moratorium or other laws affecting creditors’ rights generally and subject to
general principles of equity, regardless of whether considered in a proceeding
in equity or at law.

SECTION 3.03. GOVERNMENTAL APPROVALS; NO CONFLICTS. The Transactions
(a) do not require any consent or approval of, registration or filing with, or
any other action by, any Governmental Authority, except such as have been
obtained or made and are in full force and effect, (b) will not violate any
applicable law or regulation or the charter, by-laws or other organizational
documents of the Borrower, any Guarantor or any of the Significant Subsidiaries
or any order of any Governmental Authority, (c) will not violate or result in a
default under any indenture, agreement or

27

other instrument binding upon the Borrower, 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 Borrower, any Guarantor or any of the
Significant Subsidiaries, 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.

SECTION 3.04. FINANCIAL STATEMENTS. The Borrower has heretofore
furnished to the Lenders its consolidated balance sheet, related profit and loss
and reconciliation of surplus statements, and a statement of cash flows as of
and for the fiscal year ended May 31, 2001, reported on by Arthur Andersen LLP,
independent public accountants. Such financial statements present fairly, in all
material respects, the consolidated financial condition and operations of the
Borrower and its consolidated Subsidiaries as of such date and the consolidated
results of their operations for the periods then ended, in accordance with GAAP.

SECTION 3.05. TAXES. The Borrower and each of its Significant
Subsidiaries has timely filed or caused to be filed all Tax returns and reports
required to have been filed and has paid or caused to be paid all Taxes required
to have been paid by it, except (a) Taxes that are being contested in good faith
by appropriate proceedings and for which the Borrower or such Significant
Subsidiary, as applicable, has set aside on its books adequate reserves or (b)
to the extent that the failure to do so could not reasonably be expected to
result in a Material Adverse Effect.

SECTION 3.06. LITIGATION AND ENVIRONMENTAL MATTERS. (a) There are no
actions, suits or proceedings by or before any arbitrator or Governmental
Authority pending against or, to the knowledge of the Borrower, threatened
against or affecting the Borrower or any of its Significant Subsidiaries (i)
that could reasonably be expected, individually or in the aggregate, to result
in a Material Adverse Effect (other than the Disclosed Matters listed on
SCHEDULE 3.06) or (ii) that involve this Agreement or the Transactions.

(b) Except for the Disclosed Matters listed on SCHEDULE 3.06 and
except with respect to any matters that, individually or in the aggregate, could
not reasonably be expected to result in a Material Adverse Effect, neither the
Borrower nor any of its Significant Subsidiaries (i) has failed to comply with
any Environmental Law or to obtain, maintain or comply with any permit, license
or other approval required under any Environmental Law, (ii) has become subject
to any Environmental Liability, (iii) has received notice of any claim with
respect to any Environmental Liability or (iv) knows of any basis for any
Environmental Liability.

(c) Other than any liability incident to the Disclosed Matters, the
Borrower and its Significant Subsidiaries have no material contingent
obligations not provided for or disclosed in the financial statements referred
to in Section 3.04. 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 Effect.

SECTION 3.07. SUBSIDIARIES. SCHEDULE 3.07 hereto contains an accurate
list of all of the presently existing Significant Subsidiaries of the Borrower,
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 authorized and issued and are fully paid and
non-assessable.

SECTION 3.08. ERISA. Neither a Reportable Event nor an “accumulated
funding deficiency” (within the meaning of Section 412 of the Code or Section
302 of ERISA) has

28

occurred during the five-year period prior to the date on which this
representation is made or deemed made with respect to any Plan, and each Plan
has complied in all material respects with the applicable provisions of ERISA
and the Code. No termination of a Single Employer Plan has occurred, and no Lien
in favor of the PBGC or a Plan has arisen, during such five-year period. The
present value of all accrued benefits under each Single Employer Plan (based on
those assumptions used to fund such Plans) did not, as of the last annual
valuation date prior to the date on which this representation is made or deemed
made, exceed the value of the assets of such Plan allocable to such accrued
benefits by a material amount. Neither the Borrower nor any Commonly Controlled
Entity has had a complete or partial withdrawal from any Multiemployer Plan that
has resulted or could reasonably be expected to result in a material liability
under ERISA, and neither the Borrower nor any Commonly Controlled Entity would
become subject to any material liability under ERISA if the Borrower or any such
Commonly Controlled Entity were to withdraw completely from all Multiemployer
Plans as of the valuation date most closely preceding the date on which this
representation is made or deemed made. No such Multiemployer Plan is in
Reorganization or Insolvency.

SECTION 3.09. ACCURACY OF INFORMATION. None of the reports, financial
statements, certificates or other information furnished by or on behalf of the
Borrower to the Administrative Agent or any Lender in connection with the
negotiation of this Agreement or delivered hereunder by the Borrower (as
subsequently modified, superseded or supplemented by other information so
furnished), contains, when taken as a whole, any material misstatement of fact
or omits to state any material fact necessary to make the statements therein, in
the light of the circumstances under which they were made, not misleading.

SECTION 3.10. REGULATION U. Margin Stock constitutes less than 25% of
the aggregate value (determined in accordance with Regulation U), on a
consolidated basis, of the Property and assets of the Borrower and its
Subsidiaries that is subject to the provisions of Article 6 (including Section
6.01).

SECTION 3.11. COMPLIANCE WITH LAWS AND AGREEMENTS. The Borrower and
each of 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
property, except where the failure to do so, individually or in the aggregate,
could not reasonably be expected to result in a Material Adverse Effect. No
Default has occurred and is continuing.

SECTION 3.12. 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 aggregate, could not reasonably be expected
to result in a Material Adverse Effect, and none of such property is subject to
any Lien except as permitted by Section 6.01.

SECTION 3.13. INVESTMENT AND HOLDING COMPANY STATUS. Neither the
Borrower nor any of its Subsidiaries is (a) an investment company” as defined
in, or subject to regulation under, the Investment Company Act of 1940 or (b) a
holding company” as defined in, or subject to regulation under, the Public
Utility Holding Company Act of 1935.

SECTION 3.14. CITIZENSHIP. Federal Express Corporation is a citizen of
the United States, as defined in 49 U.S.C. Section 40102(a)(15) (a “CITIZEN”).
Each other Subsidiary that must

29

be a Citizen in order to conduct its business as currently conducted is a
Citizen. Neither Federal Express Corporation nor any such other Subsidiary is a
national of any foreign country designated in Presidential Executive Order No.
8389 or 9193, as amended, and the regulations issued thereunder, as amended, or
a national of any foreign country designated in the Foreign Assets Control
Regulations or in the Cuban Assets Control Regulations of the United States
Treasury Department, 31 C.F.R., Chapter V, as amended.

SECTION 3.15. STATUS AS AIR CARRIER. Federal Express Corporation, and
each other Subsidiary that must be so authorized in order to conduct its
business as currently conducted, (i) is authorized to engage in all cargo
domestic and international air service under certificates issued pursuant to 49
U.S.C. Section 41103 and 49 U.S.C. Section 41102(a), respectively, and
(ii) is the holder of a valid and effective operating certificate issued by
the FAA pursuant to Part 119 of the regulations under the Federal Aviation
Act. Such certificates are in full force and effect and are adequate for the
conduct of the business of the Borrower and its Subsidiaries as now
conducted. There are no actions, proceedings or investigations pending or, to
the knowledge of the executive officers of the Borrower, threatened (or any
basis therefor known to the Borrower) to amend, modify, suspend or revoke any
such certificate in whole or in part, which would have any material adverse
effect on any such certificate or any of the operations of the Borrower or
its Subsidiaries.

SECTION 3.16. PARI PASSU. All the payment obligations of the Borrower
and the Guarantors arising under or pursuant to the Loan Documents will at all
times rank pari passu, with all other unsecured and unsubordinated payment
obligations and liabilities (including contingent obligations and liabilities)
of the Borrower and the Guarantors (other than those which are mandatorily
preferred by laws or regulations of general application).

ARTICLE IV

CONDITIONS

SECTION 4.01. EFFECTIVE DATE. The obligations of the Lenders to make
Loans shall not become effective until the date on which each of the following
conditions is satisfied (or waived in accordance with Section 9.01):

(a) The Administrative Agent (or its counsel) shall have received (i)
from each party hereto either a counterpart of this Agreement signed on behalf
of such party or written evidence satisfactory to the Administrative Agent
(which may include telecopy transmission of a signed signature page of this
Agreement) that such party has signed a counterpart of this Agreement and (ii)
the Guarantee Agreement, executed and delivered by each Guarantor.

(b) The Administrative Agent shall have received satisfactory evidence
that the Existing Revolving Credit Facility shall have been terminated and all
amounts thereunder shall have been paid in full.

(c) The Administrative Agent shall have received a written opinion
from counsel to the Borrower, 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 organization, existence and good standing of the Borrower and
the domestic Significant Subsidiaries

30

and the authorization of the Transactions, all in form and substance
satisfactory to the Administrative Agent and its counsel.

(e) The Administrative Agent shall have received a certificate, dated
the Effective Date and signed by the President or a Financial Officer of the
Borrower, confirming compliance with the conditions set forth in paragraphs (a)
and (b) of Section 4.02.

(f) Since May 31, 2001, there has been no change in the business,
Property, prospects, condition (financial or otherwise) or results of operations
of the Borrower and its Subsidiaries taken as a whole which could reasonably be
expected to have a Material Adverse Effect and the Administrative Agent shall
have received a written representation and warranty by the Borrower as of the
Effective Date.

(g) The Administrative Agent shall have received (i) satisfactory
audited consolidated financial statements of the Borrower for the two most
recent fiscal years ended prior to the Effective Date as to which such financial
statements are available, and (ii) satisfactory unaudited interim consolidated
financial statements of the Borrower for each quarterly period ended subsequent
to the date of the latest financial statements delivered pursuant to clause (i)
of this paragraph as to which such financial statements are available.

(h) The Administrative Agent shall have received all fees and other
amounts due and payable on or prior to the Effective Date, including, to the
extent invoiced, reimbursement or payment of all out-of-pocket expenses required
to be reimbursed or paid by the Borrower hereunder.

The Administrative Agent shall notify the Borrower and the Lenders of the
Effective Date, and such notice shall be conclusive and binding. Notwithstanding
the foregoing, the obligations of the Lenders to make Loans hereunder shall not
become effective unless each of the foregoing conditions is satisfied (or waived
pursuant to Section 9.01) at or prior to 3:00 p.m., New York City time, on
October 15, 2001 (and, in the event such conditions are not so satisfied or
waived, the Commitments shall terminate at such time).

SECTION 4.02. EACH CREDIT EVENT. The obligation of each Lender to make
a Loan on the occasion of any Borrowing is subject to the satisfaction of the
following conditions:

(a) The representations and warranties of the Borrower set forth in
this Agreement shall be true and correct on and as of the date of such
Borrowing.

(b) At the time of and immediately after giving effect to such
Borrowing no Default shall have occurred and be continuing.

Each Borrowing shall be deemed to constitute a representation and warranty by
the Borrower on the date thereof as to the matters specified in paragraphs (a)
and (b) of this Section.

31

ARTICLE V

AFFIRMATIVE COVENANTS

Until the Commitments have expired or been terminated and the
principal of and interest on each Loan and all fees payable hereunder shall have
been paid in full, the Borrower covenants and agrees with the Lenders that:

SECTION 5.01. FINANCIAL STATEMENTS AND OTHER INFORMATION. The Borrower
will furnish to the Administrative Agent and each Lender:

(a) within 90 days after the end of each fiscal year of the Borrower,
its audited consolidated balance sheet, related profit and loss and
reconciliation of surplus statements, and a statement of cash flows as of
the end of and for such year, setting forth in each case the figures for
the previous fiscal year, all reported on by Arthur Andersen LLP or other
independent public accountants of recognized national standing (without a
“going concern” or like qualification or exception and without any
qualification or exception as to the scope of such audit);

(b) within 45 days after the end of each of the first three fiscal
quarters of each fiscal year of the Borrower, an unaudited consolidated
balance sheet and consolidated profit and loss and reconciliation of
surplus statements and a statement of cash flows as of the end of and for
such fiscal quarter and the then elapsed portion of the fiscal year,
setting forth in each case the figures for the corresponding period or
periods of (or, in the case of the balance sheet, as of the end of) the
previous fiscal year, all certified by one of its Financial Officers as
presenting fairly in all material respects the financial condition and
results of operations of the Borrower and its consolidated Subsidiaries on
a consolidated basis in accordance with GAAP consistently applied, subject
to normal year-end audit adjustments and the absence of footnotes;

(c) concurrently with any delivery of financial statements under
clause (a) or (b) above, a certificate of a Financial Officer of the
Borrower (i) certifying as to whether a Default or Event of Default has
occurred and, if a Default or Event of Default has occurred, specifying the
details thereof and any action taken or proposed to be taken with respect
thereto and (ii) setting forth reasonably detailed calculations
demonstrating compliance with Sections 5.10 and 5.11, substantially in the
form of SCHEDULE 5.01(c) hereto;

(d) concurrently with any delivery of financial statements under
clause (a) above, a certificate of the accounting firm that reported on
such financial statements stating whether they obtained knowledge during
the course of their examination of such financial statements of any Default
or Event of Default (which certificate may be limited to the extent
required by accounting rules or guidelines);

(e) promptly after the same become publicly available, copies of all
regular and periodic reports, proxy statements and prospectuses filed by
the Borrower, any Guarantor or any Significant Subsidiary with the
Securities and Exchange Commission, or any Governmental Authority
succeeding to any or all of the functions of said Commission, or with any
national securities exchange, or distributed by the Borrower to its
shareholders generally, as the case may be; and

32

(f) promptly following any request therefor, such other information
(including non-financial information) as the Administrative Agent or
any Lender may from time to time reasonably request.

SECTION 5.02. USE OF PROCEEDS. The proceeds of the Loans will be used
only for general corporate purposes, including commercial paper back-up and
acquisitions. No part of the proceeds of any Loan will be used, whether directly
or indirectly, for any purpose that entails a violation of any of the
Regulations of the Board, including Regulation U.

SECTION 5.03. NOTICE OF MATERIAL EVENTS. The Borrower will, and will
cause each Subsidiary to, 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 could reasonably be expected to result
in, a Material Adverse Effect. Each notice delivered under this Section shall be
accompanied by a statement of a Financial Officer or other executive officer of
the Borrower setting forth the details of the event or development requiring
such notice and any action taken or proposed to be taken with respect thereto.

SECTION 5.04. EXISTENCE; CONDUCT OF BUSINESS. Except as permitted by
Sections 6.03 and 6.04, the Borrower will, and will cause each Significant
Subsidiary to, carry on and conduct its business in substantially the same
manner and in substantially the same fields of enterprise as it is presently
conducted and to do all things necessary to remain duly incorporated, validly
existing and in good standing as a domestic corporation in its jurisdiction of
incorporation and maintain all requisite authority to conduct its business in
each jurisdiction in which its business is conducted and where the failure to
have such requisite authority could reasonably be expected to have a Material
Adverse Effect.

SECTION 5.05. CITIZENSHIP AND REGULATORY CERTIFICATES. The Borrower
will cause Federal Express Corporation and each other applicable Subsidiary to
continue to be (a) a citizen of the United States, as defined in 49 U.S.C.
Section 40102(a)(15), (b) authorized to engage in all cargo domestic and
international air service under certificates issued pursuant to 49 U.S.C.
Section 41103 and 49 U.S.C. Section 41102(a), respectively, (c) the holder of
all other certificates, rights, permits, franchises and concessions from
appropriate Governmental Authorities necessary or appropriate to enable the
Borrower and its Subsidiaries to conduct their business in all material
respects as presently being conducted, and (d) the holder of a valid and
effective operating certificate issued by the FAA pursuant to Part 119 of the
regulations under the Federal Aviation Act. The Borrower will, and will cause
each of its Subsidiaries to, use its best efforts to maintain, preserve and
keep in full force and effect its material certificates, rights, permits,
franchises and concessions from appropriate Governmental Authorities and use
its best efforts from time to time to obtain appropriate renewals or
replacements, PROVIDED, that nothing in this Section 5.05 shall prevent the
Borrower or any of its Subsidiaries from abandoning, or permitting the
amendment, expiration or termination of, any such certificate, right, permit,
franchise or concession if, in the opinion of the Borrower, such abandonment,
amendment, expiration or termination is in the interest of the Borrower and
not prejudicial in any material respect to the Lenders.

SECTION 5.06. PAYMENT OF TAXES. The Borrower will, and will cause each
Subsidiary to, pay and discharge all taxes, assessments and governmental charges
or levies imposed upon it or upon its income or profits, or upon any property
belonging to it, and all lawful claims which, if unpaid, would become a Lien,
except where failure to do any of the foregoing would not have a Material
Adverse Effect and provided that neither the Borrower nor a Subsidiary shall be

33

required to pay any such tax, assessment, charge, levy or claim the payment of
which is being contested in good faith and by appropriate proceedings; and make
monthly accruals of all of the estimated liability of the Borrower and
Subsidiaries for such taxes, assessments, charges and levies, determined in
accordance with GAAP, and establish adequate reserves determined in accordance
with GAAP, for such thereof as may be contested, and reflect such accruals and
reserves in all financial statements furnished hereunder.

SECTION 5.07. COMPLIANCE WITH LAWS. The Borrower will, and will cause
each of its Subsidiaries to, comply with all laws, rules, regulations and orders
of any Governmental Authority applicable to it or its property, except where the
failure to do so, individually or in the aggregate, could not reasonably be
expected to result in a Material Adverse Effect.

SECTION 5.08. 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 excepted, except where failure to do so could
not reasonably be expected to have a Material Adverse Effect and (b) maintain,
with financially sound and reputable insurance companies, insurance on its
property in such amounts and against such risks as are consistent with prudent
business practice, and the Borrower will furnish to any Lender upon request full
information as to the insurance carried.

SECTION 5.09. BOOKS AND RECORDS; INSPECTION RIGHTS. The Borrower will,
and will cause each of its Subsidiaries to, keep proper books of record and
account in which full, true and correct entries are made of all dealings and
transactions in relation to its business and activities. The Borrower will, and
will cause each of its Subsidiaries to, permit any representatives designated by
the Administrative Agent or any Lender, upon reasonable prior notice, to visit
and inspect its properties, to examine and make extracts from its books of
accounts and other financial records, and to discuss its affairs, finances and
condition with its officers and independent accountants, all at such reasonable
times and intervals as the Lenders may designate.

SECTION 5.10. LEVERAGE. The Borrower will maintain at all times a
ratio of (i) the sum of (a) the aggregate unpaid principal amount of all
outstanding Funded Debt, PLUS (b) Capitalized Operating Lease Value, to (ii) the
sum of (a) the items listed in clause (i) above PLUS (b) Consolidated Adjusted
Net Worth, of not more than .70 to 1.

SECTION 5.11. FIXED CHARGE COVERAGE. The Borrower will, for each
period of four consecutive fiscal quarters of the Borrower ending after August
31, 2001, maintain a ratio of (a) Consolidated Cash Flow for such period to (b)
the sum of Interest Expense and Rent Expense for such period, in an amount not
less than 1.25 to 1.

SECTION 5.12. GUARANTEE AGREEMENT. (a) Within thirty days after (A)
acquiring or establishing any Subsidiary that constitutes a Significant
Subsidiary or (B) any Subsidiary guaranteeing either the Obligations (as defined
therein) under the 364-Day Credit Agreement or any public debt securities issued
by the Borrower, upon its acquisition or establishment or the issuance of any
such guarantee, as the case may be, 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 Agreement, and to deliver documentation, to the extent
requested by the Administrative Agent, similar to that described in Section
4.01(c) and (d) relating to the authorization for, execution and delivery of,
and validity of such Significant Subsidiary’s obligations as a Guarantor, such
documentation to be in form and substance reasonably satisfactory to the
Administrative Agent.

34

(b) If at any time the Guarantors do not consist of Subsidiaries of
the Borrower which, in the aggregate, had revenues (determined in accordance
with GAAP) for the immediately preceding fiscal year of the Borrower in excess
of 90% of the consolidated revenues (determined in accordance with GAAP) of the
Borrower and the consolidated Subsidiaries for such immediately preceding fiscal
year, then the Borrower shall promptly cause one or more additional Subsidiaries
each to execute the Guarantee Agreement pursuant to an Addendum thereto in the
form of Annex I to the Guarantee Agreement, and to deliver documentation, to the
extent requested by the Administrative Agent, similar to that described in
Section 4.01(c) and (d) relating to the authorization for, execution and
delivery of, and validity of such Subsidiary’s obligations as a Guarantor, such
documentation to be in form and substance reasonably satisfactory to the
Administrative Agent, so that the aggregate consolidated revenues (determined in
accordance with GAAP) of the Guarantors for such fiscal year equal or exceed 90%
of the consolidated revenues (determined in accordance with GAAP) of the
Borrower and the consolidated Subsidiaries for such fiscal year.

ARTICLE VI

NEGATIVE COVENANTS

Until the Commitments have expired or terminated and the principal of
and interest on each Loan and all fees payable hereunder have been paid in full,
the Borrower covenants and agrees with the Lenders that:

SECTION 6.01. LIENS. The Borrower will not, nor will it permit any
consolidated Subsidiary to, create, incur, assume or suffer to exist, any Lien
on, or enter into, or make any commitment to enter into, any arrangement for the
acquisition of, any Property (other than Unrestricted Margin Stock) through
conditional sales, lease-purchase or other title retention agreement, 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, contracts (other than
contracts for Indebtedness), leases, public or statutory obligations, surety
bonds, or other Liens or deposits or pledges for purposes of like general nature
made in the ordinary course of business;

(d) Deposits or pledges for the purpose of securing an appeal, stay or
discharge in the course of legal proceedings, or Liens for judgments or awards
which were not incurred in connection with Indebtedness or the obtaining of
advances or credits, provided 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 diligently contested or litigated in good faith by
appropriate proceedings being diligently conducted, and provided further 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, which reserves shall be maintained

35

until the related liabilities are paid or otherwise discharged, and provided
further execution is not levied upon any such judgment or award;

(e) Liens for taxes, fees, assessments and governmental charges not
delinquent or which are being contested in good faith by appropriate proceedings
being diligently conducted, provided there has been set aside on the books of
the Borrower or the consolidated Subsidiaries, as the case may be, adequate
reserves in accordance with GAAP with respect thereto, which reserves shall be
maintained until the related liabilities are paid or otherwise discharged, and
provided further, 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 obligations which are not
overdue for a period of more than 90 calendar days, or which are being contested
in good faith by appropriate proceedings being diligently conducted 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, which reserves shall be maintained until the related
liabilities are paid or otherwise discharged, and provided further, execution is
not levied upon any such Lien;

(g) Lessors’ interests under Capitalized 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 or, in the case of Indebtedness of a consolidated
Subsidiary which is not a Guarantor, 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 or merged into the
Borrower or a consolidated Subsidiary or its becoming a consolidated Subsidiary,
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 assumed), provided that (i) no such Lien was
created or assumed in contemplation of such consolidation or merger or such
entity’s becoming a consolidated Subsidiary or such acquisition of property and
(ii) each such Lien shall only cover the acquired property and, if required by
the terms of the instrument 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 of the purchase price
of such Flight Equipment or improvements thereon, (ii) are limited to the Flight
Equipment so acquired and improvements thereon, and (iii) attach to such Flight
Equipment within one year after the acquisition or improvement of such Flight
Equipment;

(l) Liens in favor of customs and revenue authorities arising as a
matter of law to secure payment of customs duties in connection with the
importation of goods;

(m) Zoning, building or other restrictions, variances, covenants,
rights of way, encumbrances, easements and other minor irregularities in title,
none of which, individually or in the aggregate, (i) interfere in any material
respect with the present use or occupancy of the affected

36

parcel by the Borrower or any Subsidiary, (ii) have no more than an immaterial
effect 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 any law or regulation relating
to banker’s liens, rights of set-off or similar rights and remedies 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; PROVIDED, HOWEVER, that (i) the principal amount
of any Indebtedness secured by such Lien does not exceed 100% of such purchase
price or cost and (ii) such Lien does not extend to or cover any other property
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, PROVIDED that such Indebtedness is not increased
and is not secured by any additional assets; and

(q) Liens not otherwise permitted by Sections 6.01 (a) through (p)
provided that, as of the date any Lien is incurred and as of the end of each
fiscal quarter of the Borrower ending after August 31, 2001, the sum of (i) the
aggregate principal amount of all outstanding Long Term Debt of the consolidated
Subsidiaries which are not Guarantors (excluding the Current Maturities of any
such Long Term Debt and any Long Term Debt of a consolidated Subsidiary owing to
the Borrower), plus (ii) the aggregate principal amount of all outstanding Long
Term Debt of the Borrower or any Guarantor (excluding the Current Maturities of
any such Long Term Debt and any Long Term Debt of a consolidated Subsidiary
owing to the Borrower) which is secured as permitted by this Section 6.01(q),
does not exceed 8% of Consolidated Adjusted Total Assets.

SECTION 6.02. RESTRICTED INVESTMENTS. The Borrower will not, nor will
it permit any consolidated Subsidiary to, make any Restricted Investment except
Restricted Investments made by the Borrower or a consolidated Subsidiary so long
as, after giving effect to any such Restricted Investment (i) the aggregate
amount of all such Restricted Investments existing on the date of such proposed
action shall not exceed (x) $750,000,000 plus (y) 75% (or in the case of a
deficit, minus 100%) of the Consolidated Net Income for the period commencing on
June 1, 2001 and ending on and including the date of any such proposed action
(the “COMPUTATION PERIOD”) plus (z) the aggregate amount of the net cash
proceeds received by the Borrower during the Computation Period from the sale of
its stock and Indebtedness of the Borrower convertible into stock of the
Borrower (but only to the extent that any such Indebtedness has been converted
into shares of such stock during such period), and (ii) there shall exist no
Default or Event of Default.

SECTION 6.03. MERGER AND CONSOLIDATION. The Borrower will not, nor
will it permit any consolidated Subsidiary to, merge or consolidate with or into
or enter into any analogous reorganization or transaction with any other Person,
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
merge or consolidate with the Borrower, PROVIDED that, after giving effect to
any such merger or consolidation, (i) the Borrower shall be the continuing or
surviving corporation and (ii) no Default or Event of Default shall exist;

37

(b) Any consolidated Subsidiary may merge with or into any
consolidated Subsidiary so long as, after giving effect 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 Subsidiary, so long as after giving
effect thereto, no Default or Event of Default shall exist;

(d) Any consolidated Subsidiary other than a Significant Subsidiary
may be liquidated or dissolved; and

(e) Any corporation or other entity may merge or consolidate with any
consolidated Subsidiary, provided that, after giving effect to any such merger
or consolidation, (i) the continuing or surviving entity shall be a consolidated
Subsidiary, (ii) no Default or Event of Default shall exist, and (iii) the
Borrower owns, directly or indirectly, 100% of such consolidated Subsidiary;
PROVIDED, further, that the requirements of clauses (i) and (iii) will not apply
to a merger or consolidation of any consolidated Subsidiary in connection with a
transaction permitted under Section 6.04(c).

SECTION 6.04. SALES OF ASSETS. The Borrower will not, nor will it
permit any consolidated Subsidiary to, sell, transfer, convey (including,
without limitation, any sale, transfer or conveyance related to a sale and
leaseback transaction but excluding sales of inventory in the ordinary course of
business) or lease (or enter into any commitment to sell transfer, convey or
lease) all or any part of its assets (other than Unrestricted Margin Stock)
(whether in one or a series of transactions) except:

(a) Leases by the Borrower and consolidated Subsidiaries of Flight
Equipment to others provided that the aggregate book value of all Flight
Equipment leased to any other Person or Persons by the Borrower or any such
consolidated Subsidiary shall not at any time exceed $500,000,000;

(b) Sales of property by the Borrower or a consolidated Subsidiary
provided that at the time of any such sale or other disposition the Borrower or
consolidated Subsidiary making such sale or disposition shall have previously
acquired or shall be simultaneously acquiring, in contemplation of such sale or
other disposition, substantially similar property, or shall have previously
entered into, or shall be simultaneously entering into, a binding purchase
agreement or purchase agreements to acquire substantially similar property,
which property is acquired within three years of such sale or other disposition;

(c) Sales of property (including any deemed sales of property pursuant
to Section 6.03(e)) provided that the aggregate net book value of all such
property sold in any one fiscal year of the Borrower shall not exceed 12.5% of
Consolidated Adjusted Net Worth as of the last day of the fiscal year of the
Borrower immediately preceding the fiscal year of the Borrower during which any
such sale of assets shall take place;

(d) Sales of any property in order concurrently or subsequently to
lease as lessee such or similar property, provided that (i) any such sale takes
place within 360 days after (A) in the case of personal property, the date on
which the Borrower or the applicable consolidated Subsidiary acquired such
property, and (B) in the case of real property or fixtures, the later of the
date on which the Borrower or the applicable consolidated Subsidiary acquired
such property or the date on which

38

construction of all improvements on such property was completed, and (ii) after
giving effect to the creation of the Capitalized Lease Obligations, if any, of
the Borrower or a consolidated Subsidiary resulting from the lease of such
property by the Borrower or a consolidated Subsidiary, the Borrower is in
compliance with Section 5.10; and

(e) Transfers of assets permitted pursuant to Section 6.03.

Notwithstanding the foregoing in this Section 6.04, the Borrower and its
consolidated Subsidiaries will be permitted to sell, transfer or otherwise
dispose of Unrestricted Margin Stock without regard to the foregoing
restrictions contained in this Section 6.04.

SECTION 6.05. LOANS, ADVANCES AND INVESTMENTS. The Borrower will not,
nor will it permit any consolidated Subsidiary to, make or suffer to exist any
Investments, or commitments therefor, except:

(a) Investments in Permitted Investments;

(b) Investments in the capital stock of a consolidated Subsidiary;

(c) Loans and advances by the Borrower to a consolidated Subsidiary;

(d) Loans and advances by a consolidated Subsidiary to any other
consolidated Subsidiary or to the Borrower;

(e) Investments in any Person not otherwise permitted by this Section
6.05, which together with all other Investments at the time outstanding under
this Section 6.05(e), do not exceed 12.5% of Consolidated Adjusted Net Worth
provided that at least 66-2/3% of such Investments are reasonably related to the
same fields of enterprise as those in which the Borrower and the consolidated
Subsidiaries are now engaged; and

(f) Restricted Investments made in compliance with Section 6.02.

In determining from time to time the amount of the Investments permitted by this
Section 6.05, loans and advances shall be taken at the principal amount thereof
then remaining unpaid at the time of such determination and other Investments
shall be taken at the original cost thereof, regardless of any subsequent
appreciation or depreciation therein.

SECTION 6.06. CONTINGENT LIABILITIES. The Borrower will not, nor will
it permit any consolidated Subsidiary to become liable with respect to any
Contingent Obligation, except:

(a) the Guarantee Agreement and the 364-Day Guarantee Agreement;

(b) by the endorsement of negotiable instruments for deposit or
collection (or similar transactions) in the ordinary course of business;

(c) guaranties of customs fees in the ordinary course of business;

(d) Contingent Obligations in respect of surety and appeal bonds and
similar obligations incurred in the ordinary course of business;

39

(e) Contingent Obligations with respect to letters of credit entered
into in the ordinary course of business, PROVIDED that the aggregate amount of
such letters of credit shall not exceed $200,000,000 at any time outstanding;

(f) Contingent Obligations in respect of obligations (other than
Indebtedness) of Wholly-Owned Subsidiaries incurred in the ordinary course of
business; and

(g) any other Contingent Obligation which after having given effect
thereto would not cause the Borrower to fail to be in compliance with Section
5.10.

In determining from time to time the amount of guaranties and contingent
liabilities permitted by this Section 6.06, guaranties and contingent
liabilities shall be taken at the principal amount then remaining unpaid at the
time of such determination on the indebtedness and obligations so guaranteed or
related to such contingent liabilities.

SECTION 6.07. NEGATIVE COVENANTS IN SUBSIDIARY AGREEMENTS. The
Borrower will not permit any of its Subsidiaries to enter into, after the date
hereof, any agreement, instrument or indenture that, directly or indirectly,
contains negative covenants restricting any of the following (or otherwise
prohibits or restricts, or has the effect of prohibiting or restricting, any of
the following):

(a) the incurrence or payment of Indebtedness owed to the Borrower or
any other Subsidiary of the Borrower;

(b) the granting of Liens, PROVIDED that the foregoing shall not apply
to (i) restrictions and conditions imposed by law or by this Agreement; (ii)
restrictions and conditions existing on the date hereof (but shall apply to any
extension or renewal of, or any amendment or modification expanding the scope
of, any such restriction or condition), (iii) customary restrictions and
conditions contained in agreements relating to the sale of a Subsidiary pending
such sale, provided such restrictions and conditions apply only to the
Subsidiary that is to be sold and such sale is permitted hereunder, (iv)
restrictions or conditions imposed by any agreement relating to secured
Indebtedness permitted by this Agreement if such restrictions or conditions
apply only to the property or assets securing such Indebtedness and (v)
customary provisions in leases and other contracts restricting the assignment
thereof and customary transfer restrictions and rights of first refusal in
shareholders’ agreements in existence on the date hereof or consistent with past
practice;

(c) the declaration or payment of dividends; and

(d) the making of loans, advances or other Investments to or in the
Borrower or any other Subsidiary of the Borrower.

SECTION 6.08. SALES OF UNRESTRICTED MARGIN STOCK. The Borrower shall
not, and shall not permit any Subsidiary to, (a) sell or otherwise dispose of
any capital stock constituting Unrestricted Margin Stock other than in exchange
for cash or cash equivalents or (b) fail to maintain the proceeds of any such
sale or other disposition as cash, cash equivalents or short-term investments;
PROVIDED that (i) to the extent that the Borrower shall elect to reduce the
Commitments pursuant to Section 2.06(a) at any time after any such sale or other
disposition, the requirements of clause (b) above shall cease to apply to the
portion of such proceeds as shall be equal to the aggregate

40

amount of any such reductions and (ii) this Section shall not apply to sales or
other dispositions of Unrestricted Margin Stock pursuant to Section 6.03(c).

SECTION 6.09. SUBSIDIARY INDEBTEDNESS. The Borrower will not permit
any of its Subsidiaries to create or issue any unsecured notes or debentures.

ARTICLE VII

EVENTS OF DEFAULT

If any of the following events (“EVENTS OF DEFAULT”) shall occur:

(a) the Borrower shall fail to pay any principal of any Loan 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;

(b) the Borrower shall fail to pay any interest on any Loan or any fee
or any other amount (other than an amount referred to in clause (a) of this
Article) payable under this Agreement, when and as the same shall become
due and payable, and such failure shall continue unremedied for a period of
five days;

(c) any representation or warranty made or deemed made by or on behalf
of the Borrower or any Subsidiary in or in connection with this Agreement
or any amendment or modification hereof, or in any report, certificate,
financial statement or other document furnished pursuant to or in
connection with this Agreement or any amendment or modification hereof,
shall prove to have been inaccurate in any material respect on or as of the
date made or deemed made;

(d) the Borrower shall fail to observe or perform any covenant,
condition or agreement contained in Section 5.02, 5.03, 5.10, 5.11, 6.01,
6.02, 6.03, 6.04, 6.05, 6.06, or 6.08;

(e) the Borrower shall fail to observe or perform any covenant,
condition or agreement contained in this Agreement (other than those
specified in clause (a), (b), (c) or (d) of this Article), and such failure
shall continue unremedied for a period of 5 days after written notice
thereof to the Borrower from the Administrative Agent or any Lender;

(f) the Borrower or any consolidated Subsidiary shall fail to make any
payment (whether of principal or interest and regardless of amount) in
respect of any Material Indebtedness, when and as the same shall become due
and payable, after giving effect to any applicable grace period;

(g) any event or condition occurs that results in any Material
Indebtedness becoming due prior to its scheduled maturity or that enables
or permits (with or without the giving of notice, the lapse of time or
both) the holder or holders of any Material Indebtedness or any trustee or
agent on its or their behalf to cause any Material Indebtedness to become
due, or to require the prepayment, repurchase, redemption or defeasance
thereof, prior to its scheduled maturity; PROVIDED that this clause (g)
shall not apply to secured Indebtedness that becomes due as a result of the
voluntary sale or transfer of the property or assets securing

41

such Indebtedness; PROVIDED that this clause (g) shall not apply to secured
Indebtedness that becomes due in accordance with its terms as a result of
the voluntary or involuntary sale, transfer or disposition of the property
or assets securing such Indebtedness;

(h) an involuntary proceeding shall be commenced or an involuntary
petition shall be filed seeking (i) liquidation, reorganization or other
relief in respect of the Borrower or any consolidated Subsidiary or its
debts, or of a substantial part of its assets, under any Federal, state or
foreign bankruptcy, insolvency, receivership or similar law now or
hereafter in effect or (ii) the appointment of a receiver, trustee,
custodian, sequestrator, conservator or similar official for the Borrower
or any consolidated Subsidiary or for a substantial part of its assets,
and, in any such case, such proceeding or petition shall continue
undismissed for 60 days or an order or decree approving or ordering any of
the foregoing shall be entered;

(i) the Borrower or any consolidated Subsidiary shall (i) voluntarily
commence any proceeding or file any petition seeking liquidation,
reorganization or other relief under any Federal, state or foreign
bankruptcy, insolvency, receivership or similar law now or hereafter in
effect, (ii) consent to the institution of, or fail to contest in a timely
and appropriate manner, any proceeding or petition described in clause (h)
of this Article, (iii) apply for or consent to the appointment of a
receiver, trustee, custodian, sequestrator, conservator or similar official
for the Borrower or any consolidated Subsidiary or for a substantial part
of its assets, (iv) file an answer admitting the material allegations of a
petition filed against it in any such proceeding, (v) make a general
assignment for the benefit of creditors or (vi) take any action for the
purpose of effecting any of the foregoing;

(j) the Borrower or any consolidated Subsidiary shall fail to pay, or
admit in writing its inability to pay, its debts generally as they become
due;

(k) The Borrower or any of its consolidated Subsidiaries shall be the
subject of any proceeding or investigation pertaining to the release by the
Borrower or any of its consolidated Subsidiaries, or any other Person of
any toxic or hazardous waste or substance into the environment, or any
violation of any federal, state or local environmental, health or safety
law or regulation, which, in either case, could reasonably be expected to
have a Material Adverse Effect;

(l) Any provision of any Loan Document shall at any time for any
reason cease to be valid and binding and enforceable against the Borrower
or any Significant Subsidiary, or the validity, binding effect or
enforceability thereof against the Borrower or any Significant Subsidiary
shall be contested by any Person, or the Borrower or any Significant
Subsidiary shall deny that it has any or further liability or obligation
thereunder, or any Loan Document shall be terminated, invalidated or set
aside, or be declared ineffective or inoperative or in any way cease to
give or provide to the Lenders and the Administrative Agent the benefits
purported to be created thereby;

(m) The Borrower or any Consolidated Subsidiary shall fail within 45
days to pay, bond or otherwise discharge any judgment or order for the
payment of money in excess of $1,000,000, which is not stayed on appeal or
otherwise being appropriately contested in good faith.;

42

(n) the Unfunded Liabilities exceed in the aggregate $80,000,000 or
any Reportable Event shall occur in connection with any Plan; or

(o) a Change of Control shall occur;

then, and in every such event (other than an event with respect to the Borrower
described in clause (h) or (i) of this Article), and at any time thereafter
during the continuance of such event, the Administrative Agent may, and at the
request of the Required Lenders shall, by notice to the Borrower, take either or
both of the following actions, at the same or different times: (i) terminate the
Commitments, and thereupon the Commitments shall terminate immediately, 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
declared to be due and payable, together with accrued interest thereon and all
fees and other obligations of the Borrower accrued hereunder, shall become due
and payable immediately, 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 clause (h) or (i) of this
Article, the Commitments 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, shall automatically become
due and payable, without presentment, demand, protest or other notice of any
kind, all of which are hereby waived by the Borrower.

If, within 14 days after acceleration of the maturity of the
Obligations or termination of the obligations of the Lenders to make Loans
hereunder as a result of any Default (other than any Default as described in
clause (h) or (i) of this Article) 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 discretion) shall so direct, the Administrative Agent
shall, by notice to the Borrower, rescind and annul such acceleration and/or
termination, provided that the Borrower certifies to the Lenders to their
satisfaction that, upon giving effect to such rescission, no other Indebtedness
of the Borrower shall be accelerated by virtue of a cross-default or
cross-acceleration to Indebtedness under this Agreement.

ARTICLE VIII

THE AGENTS

SECTION 8.01. 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 capacity, 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, together with such other powers as are reasonably incidental thereto.
Notwithstanding any provision to the contrary elsewhere in this Agreement, the
Administrative Agent shall not have any duties or responsibilities, except those
expressly set forth herein, or any fiduciary relationship with any Lender, and
no implied covenants, functions, responsibilities, duties, obligations or
liabilities shall be read into this Agreement or any other Loan Document or
otherwise exist against the Administrative Agent.

43

SECTION 8.02. 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 pertaining to such duties. The Administrative
Agent shall not be responsible for the negligence or misconduct of any agents or
attorneys in-fact selected by it with reasonable care.

SECTION 8.03. EXCULPATORY PROVISIONS. Neither any Agent nor any of
their respective officers, directors, employees, agents, attorneys-in-fact or
Affiliates shall be (i) liable for any action lawfully taken or omitted to be
taken by it or 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 nonappealable decision of a court of competent jurisdiction to have
resulted from its or such Person’s own gross negligence or willful misconduct)
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 officer
thereof contained in this Agreement or any other Loan Document or in any
certificate, report, statement or other document referred to or provided for in,
or received by the Agents under or in connection with, this Agreement or any
other Loan Document or for the value, validity, effectiveness, genuineness,
enforceability or sufficiency of this Agreement or any other Loan Document or
for any failure of any Loan Party a party thereto to perform its obligations
hereunder or thereunder. The Agents shall not be under any obligation to any
Lender to ascertain or to inquire as to the observance or performance of any of
the agreements contained in, or conditions of, this Agreement or any other Loan
Document, or to inspect the properties, books or records of any Loan Party.

SECTION 8.04. RELIANCE BY ADMINISTRATIVE AGENT. The Administrative
Agent shall be entitled to rely, and shall be fully protected in relying, upon
any instrument, writing, resolution, notice, consent, certificate, affidavit,
letter, telecopy, 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 Person 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 justified 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 (or, 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 (or, 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 8.05. 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 Agent 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 (or, if so

44

specified by this Agreement, all Lenders); PROVIDED that unless and until the
Administrative Agent shall have received such directions, the Administrative
Agent may (but shall not be obligated to) take such 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 Lenders.

SECTION 8.06. NON-RELIANCE ON AGENTS AND OTHER LENDERS. Each Lender
expressly acknowledges that neither the Agents nor any of their respective
officers, directors, employees, agents, attorneys-in-fact or Affiliates have
made any representations or warranties to it and that no act by any Agent
hereafter taken, including any review of the affairs of a Loan Party or any
Affiliate of a Loan Party, shall be deemed to constitute any representation or
warranty by any Agent to any Lender. Each Lender represents to the Agents that
it has, independently and without reliance upon any Agent or any other Lender,
and based on such documents and information as it has deemed appropriate, made
its own appraisal of and investigation into the business, operations, property,
financial and other condition and creditworthiness of the Loan Parties and their
Affiliates 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 Lender, 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
investigation as it deems necessary to inform itself as to the business,
operations, property, financial and other condition and creditworthiness of the
Loan Parties and their Affiliates. Except for notices, reports and other
documents expressly required to be furnished to the Lenders by the
Administrative Agent hereunder, the Administrative Agent shall not have any duty
or responsibility to provide any Lender with any credit or other information
concerning the business, operations, property, condition (financial or
otherwise), prospects or creditworthiness of any Loan Party or any Affiliate of
a Loan Party that may come into the possession of the Administrative Agent or
any of its officers, directors, employees, agents, attorneys-in-fact or
Affiliates.

SECTION 8.07. 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 Exposure Percentages in effect on the date on which
indemnification is sought under this Section (or, if indemnification is sought
after the date upon which the Commitments shall have terminated and the Loans
shall have been paid in full, ratably in accordance with such Aggregate Exposure
Percentages immediately prior to such date), from and against any and all
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses 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
contemplated by or referred to herein or therein or the transactions
contemplated hereby or thereby or any action taken or omitted by such Agent
under or in connection with any of the foregoing; PROVIDED that no Lender shall
be liable for the payment of any portion of such liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements that are found by a final and nonappealable decision of a court of
competent jurisdiction to have resulted from such Agent’s gross negligence or
willful misconduct. The agreements in this Section shall survive the payment of
the Loans and all other amounts payable hereunder.

SECTION 8.08. AGENT IN ITS INDIVIDUAL CAPACITY. Each Agent and its
Affiliates may make loans to, accept deposits from and generally engage in any
kind of business with

45

any Loan Party as though such Agent were not an Agent. With respect to its Loans
made or renewed by it, each Agent shall have the same rights and powers under
this Agreement 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
include each Agent in its individual capacity.

SECTION 8.09. SUCCESSOR ADMINISTRATIVE AGENT. The Administrative Agent
may resign as Administrative Agent upon 10 days’ notice to the Lenders and the
Borrower. If the Administrative Agent shall resign as Administrative Agent under
this Agreement and the other Loan Documents, then the Required Lenders shall
appoint from among the Lenders a successor agent for the Lenders, which
successor agent shall (unless an Event of Default under Section 7(a) or Section
7(i) with respect to the Borrower shall have occurred 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 agent effective upon such
appointment and approval, and the former Administrative Agent’s rights, powers
and duties as Administrative Agent shall be terminated, 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 holders of the Loans. If no successor agent
has accepted appointment as Administrative Agent by the date that is 10 days
following a retiring Administrative Agent’s notice of resignation, the retiring
Administrative Agent’s resignation shall nevertheless thereupon become
effective, and the Lenders shall assume and perform all of the duties of the
Administrative Agent hereunder until such time, if any, as the Required Lenders
appoint a successor agent as provided for above. After any retiring
Administrative Agent’s resignation as Administrative Agent, the provisions of
this Section 8 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.

SECTION 8.10. DOCUMENTATION AGENT AND SYNDICATION AGENT. Neither the
Documentation Agent nor the Syndication Agent shall have any duties or
responsibilities hereunder in its capacity as such.

ARTICLE IX

MISCELLANEOUS

SECTION 9.01. AMENDMENTS AND WAIVERS. (a) Neither this Agreement, any
other Loan Document, nor any terms hereof or thereof may be amended,
supplemented or modified except in accordance with the provisions of this
Section 9.01. The Required Lenders and each Loan Party party to the relevant
Loan Document may, or, with the written consent of the Required Lenders, the
Administrative Agent and each Loan Party party to the relevant Loan Document
may, 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 thereunder 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;
PROVIDED, HOWEVER, that no such waiver and no such amendment, supplement or
modification shall (i) forgive the principal amount or extend the final
scheduled date of maturity of any Loan, reduce the stated rate of any interest
or fee payable hereunder (except (x) in connection

46

with the waiver of applicability of any post-default increase in interest rates
(which waiver shall be effective with the consent of each adversely affected
Lender) and (y) that any amendment or modification of defined terms used in the
financial 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
scheduled date of any payment thereof, or increase the amount or extend the
expiration date of any Lender’s Commitment, in each case without the written
consent of each Lender directly affected thereby; (ii) eliminate or reduce the
voting rights of any Lender under this Section 9.01 without the written consent
of such Lender; (iii) reduce any percentage specified in the definition of
Required Lenders, consent to the assignment or transfer by the Borrower of any
of its rights and obligations under this Agreement and the other Loan Documents,
release any of the Significant Subsidiaries from their material obligations
under the Guarantee Agreement, in each case without the written consent of all
Lenders; (iv) amend, modify or waive any provision of Section 2.15 without the
written consent of the Lenders adversely affected thereby; and (v) amend, modify
or waive any provision of Section 8 without the written consent of the
Administrative Agent. Any such waiver and any such amendment, supplement or
modification shall apply equally to each of the Lenders and shall be binding
upon the Loan Parties, the Lenders, the Administrative Agent and all future
holders of the Loans. In the case of any waiver, the Loan Parties, the Lenders
and the Administrative Agent shall be restored to their former position and
rights hereunder and under the other Loan Documents, and any 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 Default or Event of Default, or
impair any right consequent thereon.

(b) Notwithstanding the foregoing, this Agreement may be amended (or
amended and restated) with the written consent of the Required Lenders, the
Administrative Agent and the Borrower (i) to add one or more additional credit
facilities to this Agreement and 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.

SECTION 9.02. NOTICES. All notices, requests and demands to or upon
the respective parties hereto to be effective shall be in writing (including by
telecopy), and, unless otherwise expressly provided herein, shall be deemed to
have been duly given or made when delivered, or three Business Days after being
deposited in the mail, postage prepaid, or, in the case of telecopy notice, when
received, 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:

47

Borrower: FedEx Corporation
942 S. Shady Grove Road
Memphis, Tennessee 38120
Attention: Treasurer
Telecopy: (901) 818-7121
Telephone: (901) 818-7040

with a copy to: FedEx Corporation
942 S. Shady Grove Road
Memphis, Tennessee 38120
Attention: Kenneth R. Masterson
Telecopy: (901) 818-7590
Telephone: (901) 818-7580

Administrative Agent: The Chase Manhattan Bank
Loan & Agency Services Group
One Chase Manhattan Plaza, 8th Floor
New York, New York 10081
Attention: Mo-Lin Sum
Telecopy: 212-552-5650
Telephone: 212-552-7312

with copy to: The Chase Manhattan Bank
270 Park Avenue, 38th Floor
New York 10017
Attention: Matthew Massie
Telecopy: 212-270-5100
Telephone: 212-270-5432

PROVIDED that any notice, request or demand to or upon the Administrative Agent
or the Lenders shall not be effective until received.

SECTION 9.03. NO WAIVER; CUMULATIVE REMEDIES. No failure to exercise
and no delay in exercising, on the part of the Administrative Agent or any
Lender, any right, remedy, power or privilege hereunder or under the other Loan
Documents shall operate as a waiver thereof; nor shall any single or partial
exercise of any right, remedy, power or privilege hereunder preclude any other
or further exercise thereof or the exercise of any other right, remedy, power or
privilege. The rights, remedies, powers and privileges herein provided are
cumulative and not exclusive of any rights, remedies, powers and privileges
provided by law.

SECTION 9.04. SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All
representations and warranties made hereunder, in the other Loan Documents and
in any document, certificate or statement delivered pursuant hereto or in
connection herewith shall survive the execution and delivery of this Agreement
and the making of the Loans and other extensions of credit hereunder.

SECTION 9.05. PAYMENT OF EXPENSES AND TAXES. The Borrower agrees (a)
to pay or reimburse the Administrative Agent for all its reasonable
out-of-pocket costs and expenses

48

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 herewith or therewith,
and the consummation and administration of the transactions contemplated hereby
and thereby, including the reasonable fees and disbursements of counsel to the
Administrative Agent as separately agreed by the Administrative Agent and the
Borrower, and filing and recording fees and expenses, with statements with
respect to the foregoing to be submitted to the Borrower prior to the Effective
Date (in the case of amounts to be paid on the Effective 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 Lender
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 fees and disbursements of counsel (including the
allocated fees and expenses of in-house counsel) to each Lender and of counsel
to the Administrative Agent, (c) to pay, indemnify, and hold each Lender 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 any,
that are payable in connection with the execution and delivery of, or
consummation or administration of any of the transactions contemplated by, or
any amendment, supplement or modification of, or any waiver or consent under or
in respect of, this Agreement, the other Loan Documents and any such other
documents, and (d) to pay, indemnify, and hold each Lender and the
Administrative Agent and their respective officers, directors, employees,
affiliates and agents (each, an “INDEMNITEE”) harmless from and against any and
all other liabilities, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements of any kind or nature whatsoever with respect
to the execution, delivery, enforcement, performance and administration of this
Agreement and the other Loan Documents, including any of the foregoing relating
to the use of proceeds of the Loans or the violation of, noncompliance with or
liability under, any Environmental Law applicable to the operations of the
Borrower, any Guarantor or any Subsidiary or any of the Properties and the
reasonable fees and expenses of legal counsel in connection with claims, actions
or proceedings by any Indemnitee against any Loan Party under any Loan Document
(all the foregoing in this clause (d), collectively, the “INDEMNIFIED
LIABILITIES”), PROVIDED, that the Borrower shall have no obligation hereunder to
any Indemnitee with respect to Indemnified Liabilities to the extent such
Indemnified Liabilities are found by a final and nonappealable decision of a
court of competent jurisdiction to have resulted from the gross negligence or
willful misconduct of such Indemnitee. Without limiting the foregoing, and to
the extent permitted by applicable law, the Borrower agrees not to assert and to
cause its Subsidiaries not to assert, and hereby waives and agrees to cause its
Subsidiaries to waive, all rights for contribution or any other rights of
recovery with respect to all claims, demands, penalties, fines, liabilities,
settlements, damages, costs 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 Indemnitee. All amounts due under this Section 9.05 shall
be payable not later than 10 days after written demand therefore, which shall
set forth in reasonable detail the nature, basis and description of such
Indemnified Liability. Statements payable by the Borrower pursuant to this
Section 9.05 shall be submitted to FedEx Corporation, Attn: Treasurer (Telephone
No. (901) 818-7040 (Telecopy No. (901) 818-7121), at the address of the Borrower
set forth in Section 9.02, 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 9.05 shall survive repayment of the Loans
and all other amounts payable hereunder.

SECTION 9.06. SUCCESSORS AND ASSIGNS; PARTICIPATIONS AND ASSIGNMENTS.
(a) This Agreement shall be binding upon and inure to the benefit of the
Borrower, the Lenders, the Administrative Agent, all future holders of the Loans
and their respective successors and assigns,

49

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
Lender.

(b) Any Lender other than any Conduit Lender may, without the consent
of the Borrower, in accordance with applicable law, at any time sell to one or
more banks, financial institutions or other entities (each, a “PARTICIPANT”)
participating interests in any Loan owing to such Lender, any Commitment of such
Lender or any other interest of such Lender hereunder and under the other Loan
Documents. In the event of any such sale by a Lender of a participating interest
to a Participant, such Lender’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 Lender’s rights and
obligations under this Agreement and the other Loan Documents. In no event shall
any Participant under any such participation have any right to approve any
amendment or waiver of any provision of any Loan 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 hereunder, 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 have 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 law, be deemed to have the right of setoff in
respect of its participating interest in amounts owing under this Agreement to
the same extent as if the amount of its participating interest were owing
directly to it as a Lender under this Agreement, PROVIDED 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 9.07(a) as
fully as if it were a Lender hereunder. 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; PROVIDED that, in the case of Section
2.13, such Participant shall have complied with the requirements of said Section
and PROVIDED, FURTHER, 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 amount of the participation
transferred by such transferor Lender to such Participant had no such transfer
occurred.

(c) Any Lender other than any Conduit Lender (an “ASSIGNOR”) may, in
accordance with applicable law, at any time and from time to time assign to any
Lender or any Lender Affiliate or, with the consent of the Borrower and the
Administrative Agent (which, in each case, shall not be unreasonably withheld or
delayed), to an additional bank, financial institution 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 Assignment and Acceptance, executed
by such Assignee, such Assignor and any other Person whose consent is required
pursuant to this paragraph, and delivered to the Administrative Agent for its
acceptance and recording in the Register (as defined below); PROVIDED that,
unless otherwise agreed by the Borrower and the Administrative Agent, no such
assignment to an Assignee (other than any Lender or any Lender Affiliate) shall
be in an aggregate principal amount of less than $5,000,000, and after giving
effect to such assignment, such assigning Lender shall have Commitments and
Loans in an aggregate amount of at least $5,000,000 in each case described in
this sentence except in the case of an assignment of all of a Lender’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 Affiliates, if any. The Assignee

50

shall purchase, at par, all Loans and pay all accrued interest and other amounts
owing to such Assignor under this Agreement on or prior to the date of
assignment for any assignment pursuant to Section 2.16. Upon such execution,
delivery, acceptance and recording, from and after the effective 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 Commitment and/or
Loans as set forth therein, and (y) the Assignor thereunder shall, to the extent
provided in such Assignment and Acceptance, be released from its obligations
under this Agreement (and, in the case of an Assignment and Acceptance covering
all of an Assignor’s rights and obligations under this Agreement, such Assignor
shall cease to be a party hereto). Notwithstanding any provision of this Section
9.06, the consent of the Borrower shall not be required for any assignment that
occurs after the occurrence and during the continuance of an acceleration of the
Obligations. 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 9.06(c).

(d) The Administrative Agent shall, on behalf of the Borrower,
maintain at its address referred to in Section 9.02 a copy of each 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 error,
and the Borrower, each other Loan Party, the Administrative Agent and the
Lenders shall treat each Person 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 effective only upon appropriate entries with respect thereto
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 shall 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 an Assignment and Acceptance executed by an
Assignor, an Assignee and any other Person whose consent is required by Section
9.06(c), 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 and (ii) record the information contained therein
in the Register on the effective date determined pursuant thereto.

(f) For avoidance of doubt, the parties to this Agreement acknowledge
that the provisions of this Section 9.06 concerning assignments 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 in accordance with applicable law.

(g) The Borrower, upon receipt of written notice from the relevant
Lender, agrees to issue Notes to any Lender requiring Notes to facilitate
transactions of the type described in paragraph (f) above.

(h) The Borrower, each Lender and the Administrative Agent hereby
confirms that it will not institute against a Conduit

51

Lender or join any other Person in instituting against a Conduit Lender any
bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding
under any state bankruptcy or similar law, for one year and one day after the
payment in full of the latest maturing commercial paper note issued by such
Conduit Lender; PROVIDED, however, that each Lender designating any Conduit
Lender hereby agrees to indemnify, save and hold harmless each other party
hereto for any loss, cost, damage or expense arising out of its inability to
institute such a proceeding against such Conduit Lender during such period of
forbearance.

SECTION 9.07. ADJUSTMENTS; SET-OFF. (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 Section 7, receive any payment of all or part of the
Obligations owing to it, or receive any collateral in respect thereof (whether
voluntarily or involuntarily, by set-off, pursuant to events or proceedings of
the nature referred to in Section 7(i), or otherwise), in a greater proportion
than any such payment to or collateral received by any other Lender, if any, in
respect of the Obligations owing to such other Lender, such Benefitted Lender
shall purchase for cash from the other Lenders a participating interest in such
portion of the Obligations owing to each such other Lender, or shall provide
such other Lenders with the benefits of any such collateral, as shall be
necessary to cause such Benefitted Lender to share the excess payment or
benefits of such collateral ratably with each of the Lenders; PROVIDED, HOWEVER,
that if all or any portion of such excess payment or benefits is thereafter
recovered from such Benefitted Lender, such purchase shall be rescinded, and the
purchase price and benefits returned, to the extent of such recovery, but
without interest.

(b) In addition to any rights and remedies of the Lenders provided by
law, if an Event of Default shall have occurred and be continuing, each Lender
shall have the right, without prior notice to the Borrower, any such notice
being expressly waived by the Borrower to the extent permitted by applicable
law, upon any amount becoming due and payable by the Borrower hereunder (whether
at the stated maturity, by acceleration or otherwise), to set off and
appropriate and apply against such amount any and all deposits (general or
special, time or demand, provisional or final), in any currency, and any other
credits, indebtedness or claims, in any currency, in each case whether direct or
indirect, absolute or contingent, matured or unmatured, at any time held or
owing by such Lender or any branch or agency thereof to or for the credit or the
account of the Borrower, as the case may be. Each Lender agrees promptly to
notify the Borrower and the Administrative Agent after any such setoff and
application made by such Lender, PROVIDED that the failure to give such notice
shall not affect the validity of such setoff and application.

SECTION 9.08. COUNTERPARTS. This Agreement may be executed by one 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
and the same instrument. Delivery of an executed signature page of this
Agreement by facsimile transmission shall be effective as delivery of a manually
executed counterpart hereof. A set of the copies of this Agreement signed by all
the parties shall be lodged with the Borrower and the Administrative Agent.

SECTION 9.09. SEVERABILITY. Any provision of this Agreement that is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.

52

SECTION 9.10. INTEGRATION. This Agreement and the other Loan Documents
represent the entire agreement of the Borrower, the Administrative Agent and the
Lenders with respect to the subject matter hereof and thereof, and there are no
promises, undertakings, representations or warranties by the 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 9.11. GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

SECTION 9.12. SUBMISSION TO JURISDICTION; WAIVERS. 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 Documents to which it
is a party, or for recognition and enforcement of any judgment in respect
thereof, to the non-exclusive general jurisdiction of the courts of the State of
New York, the courts of the United States for the Southern District of New York,
and appellate courts from any thereof;

(b) consents that any such action or proceeding may be brought in such
courts and waives any objection that it may now or hereafter have to the venue
of any such action or proceeding in any such court or that such action or
proceeding was brought in an inconvenient court and agrees not to plead or claim
the same;

(c) agrees that service of process in any such action or proceeding
may be effected 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 9.02 or at such other address of which the
Administrative Agent shall have been notified pursuant thereto;

(d) agrees that nothing herein shall affect the right to effect
service of process in any other manner permitted by law or shall limit the right
to sue in any other jurisdiction; and

(e) waives, to the maximum extent not prohibited by law, any right it
may have to claim or recover in any legal action or proceeding referred to in
this Section any special, exemplary, punitive or consequential damages.

SECTION 9.13. 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 Lenders, on one hand, and the Borrower, on the other
hand, in connection herewith or therewith is solely that of debtor and creditor;
and

53

(c) no joint venture is created hereby or by the other Loan Documents
or otherwise exists by virtue of the transactions contemplated hereby among the
Lenders or among the Borrower and the Lenders.

SECTION 9.14. RELEASE OF GUARANTORS. Upon the consummation of any
liquidation, dissolution, merger, consolidation, sale or other transfer of a
Guarantor other than Federal Express Corporation (collectively, a “TRANSFER”),
and provided no Default or Event of Default has occurred and is continuing or
would occur as a result of such Transfer, such Guarantor shall automatically be
released from all of its obligations under the Guarantee Agreement, and, if the
Borrower so requests, the Lenders shall promptly execute an instrument, in form
and substance reasonably satisfactory to the Borrower and the Administrative
Agent, evidencing such release.

SECTION 9.15. CONFIDENTIALITY. Each of the Administrative Agent and
each Lender agrees to keep confidential all non-public information provided to
it or its Affiliates by any Loan Party or its Affiliates pursuant to this
Agreement that is designated by such Loan Party as confidential; PROVIDED that
nothing herein shall prevent the Administrative Agent or any Lender from
disclosing any such information (a) to the Administrative Agent, any other
Lender or any Lender Affiliate, (b) subject to an agreement to comply with the
provisions of this Section, to any actual or prospective Transferee or any
direct or indirect counterparty to any Hedge Agreement (or any professional
advisor to such counterparty), (c) to its employees, directors, agents,
attorneys, accountants and other professional advisors or those of any of its
affiliates who are made aware of the confidential requirements of this Section
9.15, (d) upon the request or demand of any Governmental Authority, (e) in
response to any order of any court or other Governmental Authority or as may
otherwise be required pursuant to any Requirement of Law, (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 organization or any nationally recognized rating agency that
requires access to information about a Lender’s investment portfolio in
connection with ratings issued with respect to such Lender, or (i) in connection
with the exercise of any remedy hereunder or under any other Loan Document. The
provisions of this Section 9.15 shall survive any expiration or termination of
this Agreement for a period of one-year.

SECTION 9.16. WAIVERS OF JURY TRIAL. THE BORROWER, THE ADMINISTRATIVE
AGENT AND THE LENDERS HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY
IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.

SECTION 9.17. WAIVER. Each Lender party hereto which is also party to
the Existing Revolving Credit Facility hereby waives compliance by the Borrower
with the requirement of ten Business Days’ (as defined therein) written notice
thereunder for the reduction of the Aggregate Commitment (as defined therein)
pursuant to subsection 2.5(d) thereto.

SECTION 9.18. INTEREST RATE LIMITATION. Notwithstanding anything
herein to the contrary, if at any time the interest rate applicable to any Loan,
together with all fees, charges and other amounts which are treated as interest
on such Loan under applicable law (collectively, the “CHARGES”), shall exceed
the maximum lawful rate (the “MAXIMUM RATE”) which may be contracted for,
charged, taken, received or reserved by the Lender holding such Loan in
accordance with applicable law, the rate of interest payable in respect of such
Loan hereunder, together with all Charges payable in respect thereof, shall be
limited to the Maximum Rate and, to the extent lawful,

54

the interest and Charges 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 Charges payable to such Lender in respect of
other Loans or periods shall be increased (but not above the Maximum Rate
therefor) until such cumulated amount, together with interest thereon at the
Federal Funds Effective Rate to the date of repayment, shall have been received
by such Lender.

SECTION 9.19. HEADINGS. The section and other headings contained in
this Agreement are for reference purposes only and shall not affect the meaning
or interpretation of this Agreement.

[BALANCE OF PAGE INTENTIONALLY BLANK]

IN WITNESS WHEREOF, the parties hereto have caused this Credit
Agreement to be duly executed by their respective authorized officers as of the
day and year first above written.

FEDEX CORPORATION, as Borrower

By: /s/ Burnetta B. Williams
————————-
Name: Burnetta B. Williams
Title: Staff Vice-President and
Assistant Treasurer

THE CHASE MANHATTAN BANK,
as Administrative Agent and as a Lender

By: /s/ Matthew H. Massie
———————-
Name: Matthew H. Massie
Title: Managing Director

BANK OF AMERICA, N.A., as a
Co-Syndication Agent and as a Lender

By: /s/ Chas A. McDonell
———————
Name: Chas A. McDonell
Title: Managing Director

BANK ONE, NA., as a Co-Documentation
Agent and as a Lender

By: /s/ Christopher C. Cavaiani
—————————
Name: Christopher C. Cavaiani
Title: Vice President

CITICORP USA, INC., as a Co-Syndication
Agent and as a Lender

By: /s/ Margaret A. Blake
———————
Name: Margaret A. Blake
Title: Vice President

COMMERZBANK A.G., New York and Grand
Cayman Branches, as a Co-Documentation
Agent and as a Lender

By: /s/ Harry P. Yergey
——————–
Name: Harry P. Yergey
Title: SVP & Manager

By: /s/ Subash R. Viswanathan
————————–
Name: Subash R. Viswanathan
Title: Senior Vice President

THE ROYAL BANK OF SCOTLAND PLC,
as a Co-Documentation Agent and
as a Lender

By: /s/ Maria Amaral-LeBlanc
————————-
Name: Maria Amaral-LeBlanc
Title: Vice President

BANK OF TOKYO-MITSUBISHI TRUST COMPANY,
as a Co-Documentation Agent
and as a Lender

By: /s/ Joseph P. Devoe
——————–
Name: Joseph P. Devoe
Title: VP & Manager

THE BANK OF NOVA SCOTIA,
as a Lender

By: /s/ A. S. Norsworthy
———————
Name: A. S. Norsworthy
Title: Sr. Team Leader-
Loan Operations

KBC BANK, N.V., as a Lender

By: /s/ Robert Snauffer
———————-
Name: Robert Snauffer
Title: First Vice President

By: /s/ Eric Raskin
———————–
Name: Eric Raskin
Title: Vice President

KREDITANSTALT FUR WIEDERAUFBAU,
as a Lender

By: /s/ Rolf Kuhlmann
——————
Name: Rolf Kuhlmann
Title: Vice President

By: /s/ Boris Sakrauski
——————-
Name: Boris Sakrauski
Title: Senior Project Manager

MELLON BANK, N.A., as a Lender

By: /s/ Mark F. Johnston
———————
Name: Mark F. Johnston
Title: Vice President

SUMITOMO MITSUI BANKING CORPORATION,
as a Lender

By: /s/ Bob Granfelt
———————–
Name: Bob Granfelt
Title: Vice President and Manager

REGIONS BANK, as a Lender

By: /s/ David L. Waller
——————–
Name: David L. Waller
Title: Vice President
National Division

THE INDUSTRIAL BANK OF JAPAN, LIMITED,
as a Lender

By: /s/ James W. Masters
———————
Name: James W. Masters
Title: Senior Vice President

KEYBANK NATIONAL ASSOCIATION,
as a Lender

By: /s/ Mark A. Loschiavo
———————-
Name: Mark A. LoSchiavo
Title: Assistant Vice President

MERRILL LYNCH BANK USA,
as a Lender

By: /s/ D. Kevin Imlay
——————–
Name: D. Kevin Imlay
Title: Senior Lending Officer

UNION PLANTERS BANK, N.A.,
as a Lender

By: /s/ B. Gordin McMurtry
———————–
Name: B. Gordin McMurtry
Title: Senior Vice President

AMSOUTH BANK, as a Lender

By: /s/ S. Floyd Hanney, III
————————-
Name: S. Floyd Hanney, III
Title: Senior Vice President

THE BANK OF NEW YORK,
as a Lender

By: /s/ Steven P. Cavaluzzo
————————
Name: Steven P. Cavaluzzo
Title: Vice President

CREDIT SUISSE FIRST BOSTON,
as a Lender

By: /s/ Robert N. Finney
———————-
Name: Robert N. Finney
Title: Managing Director

By: /s/ Vitaly G. Butenko
———————-
Name: Vitaly G. Butenko
Title: Asst. Vice President

DEUTSCHE VERKEHRSBANK AG, as a Lender

By: /s/ Constance Laudenschlager
—————————–
Name: Constance Laudenschlager
Title: Senior Vice President

By: /s/ James M. Morton
——————-
Name: James M. Morton
Title: Assistant Vice President

THE FIFTH THIRD BANK,
as a Lender

By: /s/ Megan S. Heisel
——————–
Name: Megan S. Heisel
Title: Large Corporate Banking
Officer

FIRST TENNESSEE BANK NATIONAL
ASSOCIATION, as a Lender

By: /s/ James H. Moore, Jr.
———————–
Name: James H. Moore, Jr.
Title: Senior Vice President

FIRST UNION NATIONAL BANK,
as a Lender

By: /s/ David L. Driggers
———————
Name: David L. Driggers
Title: Managing Director

INTESABCI, NEW YORK BRANCH, as a Lender

By: /s/ Frank Maffei
—————–
Name: Frank Maffei
Title: Vice President

By: /s/ J. Dickerhof
——————
Name: J. Dickerhof
Title: Vice President

THE NORTHERN TRUST COMPANY,
as a Lender

By: /s/ Ashish S. Bhagwat
———————-
Name: Ashish S. Bhagwat
Title: Second Vice-President

THE SANWA BANK LIMITED, acting through
its New York Branch, as a Lender

By: /s/ P. Bartlett Wu
——————-
Name: P. Bartlett Wu
Title: Vice President

SUNTRUST BANK, INC.,
as a Lender

By: /s/ Bryan W. Ford
——————
Name: Bryan W. Ford
Title: Vice President

SCHEDULE 2.01

LENDERS AND COMMITMENTS

SCHEDULE 3.06

DISCLOSED MATTERS
(SEE SECTION 3.06)

NONE

SCHEDULE 3.07

SIGNIFICANT SUBSIDIARIES
(SEE SECTION 3.07)

———————–

1 Federal Express Canada Ltd. is a Wholly-Owned Subsidiary of Federal
Express Corporation.

2 American Freightways, Inc. is a Wholly-Owned Subsidiary of FedEx Freight
System, Inc.

3 Viking Freight, Inc. is a Wholly-Owned Subsidiary of FedEx Freight System,
Inc.

SCHEDULE 5.01(c)

COMPLIANCE CALCULATIONS
(SEE SECTION 5.01(c))

SEE ATTACHED

FEDEX CORPORATION
COMPLIANCE CALCULATIONS
REVOLVING CREDIT AGREEMENTS, DATED AS OF SEPTEMBER 28, 2001
IN THOUSANDS OF US$

PAGE 1 OF 2

SECTION 5.10
LEVERAGE TEST

* Capitalized Operating Lease Value is the present value of Aircraft
Leases discounted at 12.5%.

** The Defined Capitalization Ratio is Total Defined Debt to Total
Defined Capitalization.

FEDEX CORPORATION
COMPLIANCE CALCULATIONS
REVOLVING CREDIT AGREEMENTS, DATED AS OF SEPTEMBER 28, 2001
IN THOUSANDS OF US$

PAGE 2 OF 2
SECTION 5.11
FIXED CHARGE COVERAGE TEST

* Consolidated Cash Flow is the sum of Adjusted Net Income, Interest and
Rent Expense.

** Total Fixed Charges is the sum of Interest Expense and Rent Expense.

The Ratio is calculated on a rolling 12-month basis to eliminate
seasonality.

SCHEDULE 5.12

SUBSIDIARY GUARANTORS

EXHIBIT A

FORM OF BORROWING REQUEST

Pursuant to Section 2.03 of the Five-Year Credit Agreement dated as of
September 28, 2001 (as amended, supplemented or otherwise modified from time to
time, the “CREDIT AGREEMENT”), among FEDEX CORPORATION, a Delaware corporation
(the “BORROWER”), the several banks and other financial institutions from time
to time parties to this Agreement (the “LENDERS”), THE CHASE MANHATTAN BANK, a
New York banking corporation, as administrative agent (in such capacity, the
“ADMINISTRATIVE AGENT”), CITICORP USA, INC. and BANK OF AMERICA, N.A., as
Co-Syndication Agents, and BANK ONE, NA, COMMERZBANK A.G., BANK OF
TOKYO-MITSUBISHI TRUST COMPANY and THE ROYAL BANK OF SCOTLAND PLC as
Co-Documentation Agents, the undersigned hereby delivers this Borrowing Request.

The Borrower hereby requests that a [Eurodollar / ABR] Loan be made in
the aggregate principal amount of _____________ on ____ __, 200_ [with an
Interest Period of ___ months].

The undersigned hereby certifies as follows:

(a) The representations and warranties made by the Borrower in or
pursuant to the Loan Documents are true and correct on and as of the date
hereof with the same effect as if made on the date hereof; and

(b) No Default has occurred and is continuing on the date hereof or
after giving effect to the Loans requested to be made on such date.

Capitalized terms used herein and not defined herein shall have the
meanings given to them in the Credit Agreement.

The Borrower agrees that if prior to the time of the borrowing
requested hereby any matter certified to herein by it will not be true and
correct in all material respects at such time as if then made, it will
immediately so notify the Administrative Agent. Except to the extent, if any,
that prior to the time of the borrowing requested hereby the Administrative
Agent shall receive written notice to the contrary from the Borrower, each
matter certified to herein shall be deemed once again to be certified as true
and correct in all material respects at the date of such borrowings as if then
made.

Please wire transfer the proceeds of the borrowing as directed by the
Borrower on the attached Schedule 1.

The Borrower has caused this Borrowing Request to be executed and
delivered, and the certification and warranties contained herein to be made, by
the undersigned Financial Officer this ___ day of ________, 200_.

FEDEX CORPORATION

By: _________________________________
Name:
Title:

EXHIBIT B

FORM OF INTEREST ELECTION REQUEST

Pursuant to subsection 2.05(b) of the Five-Year Credit Agreement,
dated as of September 28, 2001 (as amended, supplemented or otherwise modified
from time to time, the “CREDIT AGREEMENT”), among FEDEX CORPORATION, a Delaware
corporation (the “BORROWER”), the several banks and other financial institutions
from time to time parties to this Agreement (the “LENDERS”), THE CHASE MANHATTAN
BANK, a New York banking corporation, as administrative agent (in such capacity,
the “ADMINISTRATIVE AGENT”), CITICORP USA, INC. and BANK OF AMERICA, N.A., as
Co-Syndication Agents, and BANK ONE, NA, COMMERZBANK A.G., BANK OF
TOKYO-MITSUBISHI TRUST COMPANY and THE ROYAL BANK OF SCOTLAND PLC as
Co-Documentation Agents, this represents the Borrower’s request to convert or
continue Loans as follows:

1 Date of conversion/continuation: __________________

2. Amount of Loans being converted/continued: $________________

3. Type of Loans being converted/continued:

/ / a. Eurodollar Loans
/ / b. ABR Loans

4. Nature of conversion/continuation:

/ / a. Conversion of ABR Loans to Eurodollar ABR Loans
/ / b. Conversion of Eurodollar Loans to ABR Loans
/ / c. Continuation of Eurodollar Loans as such

5. Interest Periods:

If Loans are being continued as or converted to Eurodollar
Loans, the duration of the new Interest Period that commences
on the conversion/ continuation date:
________________ month(s)

2

In the case of a conversion to or continuation of Eurodollar Loans,
the undersigned officer, to the best of his or her knowledge, on behalf of the
Borrower, certifies that no Default or Event of Default has occurred and is
continuing under the Credit Agreement.

DATED: FEDEX CORPORATION
———————–

By: ____________________________
Name:
Title:

EXHIBIT C

FORM OF GUARANTY

THIS GUARANTY (this “GUARANTY”) is made as of the 28th day of September,
2001, by each Subsidiary listed on Schedule I hereto (collectively, the “INITIAL
GUARANTORS”, and together with each Subsidiary which becomes a party to this
Agreement by executing an Addendum hereto in the form attached as Annex I, the
“GUARANTORS”) in favor of the Administrative Agent, for the ratable benefit of
the Lenders, under (and as defined in) the Credit Agreement referred to below.

W I T N E S S E T H:
– – – – – – – – – –

WHEREAS, FedEx Corporation, a Delaware corporation (the “BORROWER”), The
Chase Manhattan Bank, as administrative agent (in such capacity, the
“ADMINISTRATIVE AGENT”), and certain Lenders have entered into a certain
Five-Year Credit Agreement dated as of September 28, 2001 (as the same may be
amended, supplemented or otherwise modified from time to time, the “CREDIT
AGREEMENT”), providing, subject to the terms and conditions thereof, for
extensions of credit to be made by the Lenders to the Borrower;

WHEREAS, it is a condition precedent to the initial extensions of credit by
the Lenders under the Credit Agreement that each of the Guarantors execute and
deliver this Guaranty, whereby each of the Guarantors shall guarantee the
payment when due, subject to SECTION 8 hereof, of any and all of the
Obligations; and

WHEREAS, in consideration of the financial and other support that the
Borrower has provided, and such financial and other support as the Borrower may
in the future provide, to the Guarantors, and in order to induce the Lenders and
the Administrative Agent to enter into the Credit Agreement, each of the
Guarantors is willing to guarantee the Obligations of the Borrower under the
Credit Agreement;

NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

SECTION 1. DEFINITIONS. Unless otherwise defined herein, capitalized terms
used herein shall have the meanings ascribed to them in the Credit Agreement.

SECTION 2. REPRESENTATIONS AND WARRANTIES. Each of the Guarantors
represents and warrants (which representations and warranties shall be deemed to
have been renewed at the time of each borrowing by the Borrower under the Credit
Agreement) that:

(a) It is a corporation, limited liability company, partnership or
other commercial entity duly incorporated or formed, validly existing and
in good standing under the laws of its jurisdiction of incorporation or
formation and has all requisite authority to conduct its

2

business as a foreign Person in each jurisdiction in which its business is
conducted, except where the failure to have such requisite authority would
not have a Material Adverse Effect.

(b) It has the power and authority and legal right to execute and
deliver this Guaranty and to perform its obligations hereunder. The
execution and delivery by it of this Guaranty and the performance by it of
its obligations hereunder have been duly authorized by proper proceedings,
and this Guaranty constitutes a legal, valid and binding obligation of such
Guarantor enforceable against such Guarantor in accordance with its terms,
except as enforceability may be limited by bankruptcy, insolvency or
similar laws affecting the enforcement of creditors’ rights generally, and
subject also to the availability of equitable remedies if equitable
remedies are sought.

(c) Neither the execution and delivery by it of this Guaranty, nor the
consummation by it of the transactions herein contemplated, nor compliance
by it with the terms and provisions hereof, will violate any law, rule,
regulation, order, writ, judgment, injunction, decree or award binding on
it or its certificate or articles of incorporation or by-laws, limited
liability company or partnership agreement or the provisions of any
indenture, instrument or material agreement to which it is a party or is
subject, or by which it, or its property, is bound, or conflict with or
constitute a default thereunder, or result in the creation or imposition of
any Lien in, of or on its property pursuant to the term of any such
indenture, instrument or material agreement. No order, consent, approval,
license, authorization, or validation of, or filing, recording or
registration with, or exemption by, any governmental authority, is required
to authorize, or is required in connection with the execution, delivery and
performance by it of, or the legality, validity, binding effect or
enforceability of, this Guaranty.

SECTION 3. THE GUARANTY. Subject to SECTION 8 hereof, each of the
Guarantors hereby unconditionally guarantees, jointly with the other Guarantors
and severally, the full and punctual payment when due (whether at stated
maturity, upon acceleration or otherwise) of the Obligations, (the foregoing,
subject to the provisions of SECTION 8 hereof, being referred to collectively as
the “GUARANTEED OBLIGATIONS”). Upon failure by the Borrower to pay punctually
any such amount, each of the Guarantors agrees that it shall forthwith on demand
pay such amount at the place and in the manner specified in the Credit Agreement
or the relevant Loan Document, as the case may be. Each of the Guarantors hereby
agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty
of payment and is not a guaranty of collection.

SECTION 4. GUARANTY UNCONDITIONAL. Subject to SECTION 8 hereof, the
obligations of each of the Guarantors hereunder shall be unconditional and
absolute and, without limiting the generality of the foregoing, shall not be
released, discharged or otherwise affected by:

(a) any extension, renewal, settlement, indulgence, compromise, waiver
or release of or with respect to the Guaranteed Obligations or any part
thereof or any agreement relating thereto, or with respect to any
obligation of any other guarantor of any of the Guaranteed Obligations,
whether (in any such case) by operation of law or otherwise, or any failure
or omission to enforce any right, power or remedy with respect to the
Guaranteed Obligations or any part thereof or any agreement relating
thereto, or with respect to any obligation of any other guarantor of any of
the Guaranteed Obligations;

3

(b) any modification or amendment of or supplement to the Credit
Agreement or any other Loan Document, including, without limitation, any
such amendment which may increase the amount of the Obligations guaranteed
hereby;

(c) any release, surrender, compromise, settlement, waiver,
subordination or modification, with or without consideration, of any
collateral securing the Guaranteed Obligations or any part thereof, any
other guaranties with respect to the Guaranteed Obligations or any part
thereof, or any other obligation of any person or entity with respect to
the Guaranteed Obligations or any part thereof, or any nonperfection or
invalidity of any direct or indirect security for the Guaranteed
Obligations;

(d) any change in the corporate, partnership or other existence,
structure or ownership of the Borrower or any other guarantor of any of the
Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or
other similar proceeding affecting the Borrower or any other guarantor of
the Guaranteed Obligations, or any of their respective assets or any
resulting release or discharge of any obligation of the Borrower or any
other guarantor of any of the Guaranteed Obligations;

(e) the existence of any claim, setoff or other rights which the
Guarantors may have at any time against the Borrower, any other guarantor
of any of the Guaranteed Obligations, the Administrative Agent, any Lender
or any other Person, whether in connection herewith or in connection with
any unrelated transactions, PROVIDED that nothing herein shall prevent the
assertion of any such claim by separate suit or compulsory counterclaim;

(f) the enforceability or validity of the Guaranteed Obligations or
any part thereof or the genuineness, enforceability or validity of any
agreement relating thereto or with respect to any collateral securing the
Guaranteed Obligations or any part thereof, or any other invalidity or
unenforceability relating to or against the Borrower or any other guarantor
of any of the Guaranteed Obligations, for any reason related to the Credit
Agreement, any other Loan Document, or any provision of applicable law or
regulation purporting to prohibit the payment by the Borrower or any other
guarantor of the Guaranteed Obligations, of any of the Guaranteed
Obligations;

(g) the failure of the Administrative Agent to take any steps to
perfect and maintain any security interest in, or to preserve any rights
to, any security or collateral for the Guaranteed Obligations, if any;

(h) the election by, or on behalf of, any one or more of the Lenders,
in any proceeding instituted under Chapter 11 of Title 11 of the United
States Code (11 U.S.C. 101 et seq.) (the “BANKRUPTCY CODE”), of the
application of Section 1111(b)(2) of the Bankruptcy Code;

(i) any borrowing or grant of a security interest by the Borrower, as
debtor-in-possession, under Section 364 of the Bankruptcy Code;

(j) the disallowance, under Section 502 of the Bankruptcy Code, of all
or any portion of the claims of any of the Lenders or the Administrative
Agent for repayment of all or any part of the Guaranteed Obligations;

4

(k) the failure of any other Guarantor to sign or become party to this
Guaranty or any amendment, change, or reaffirmation hereof; or

(l) any other act or omission to act or delay of any kind by the
Borrower, any other guarantor of the Guaranteed Obligations, the
Administrative Agent, any Lender or any other Person or any other
circumstance whatsoever which might, but for the provisions of this SECTION
4, constitute a legal or equitable discharge of any Guarantor’s obligations
hereunder.

SECTION 5. DISCHARGE ONLY UPON PAYMENT IN FULL; REINSTATEMENT IN CERTAIN
CIRCUMSTANCES. Except as otherwise provided in Section 9.14 of the Credit
Agreement, each of the Guarantors’ obligations hereunder shall remain in full
force and effect until all Guaranteed Obligations shall have been paid in full
and the Commitments under the Credit Agreement shall have terminated or expired.
If at any time any payment of any portion of the Obligations is rescinded or
must be otherwise restored or returned upon the insolvency, bankruptcy or
reorganization of the Borrower or otherwise, each Guarantor’s obligations
hereunder with respect to such payment shall be reinstated as though such
payment had been due but not made at such time.

SECTION 6. GENERAL WAIVERS. Each of the Guarantors irrevocably waives
acceptance hereof, presentment, demand or action on delinquency, protest, the
benefit of any statutes of limitations and, to the fullest extent permitted by
law, any notice not provided for herein, as well as any requirement that at any
time any action be taken by any Person against the Borrower, any other guarantor
of the Guaranteed Obligations, or any other Person.

SECTION 7. SUBORDINATION OF SUBROGATION. Until the Obligations have been
indefeasibly paid in full in cash and the Commitments under the Credit Agreement
shall have terminated or expired, the Guarantors (i) shall have no right of
subrogation with respect to such Obligations and (ii) waive any right to enforce
any remedy which the Lenders or the Administrative Agent now have or may
hereafter have against the Borrower, any endorser or any guarantor of all or any
part of the Obligations or any other Person, and the Guarantors waive any
benefit of, and any right to participate in, any security or collateral given to
the Lenders and the Administrative Agent to secure the payment or performance of
all or any part of the Obligations or any other liability of the Borrower to the
Lenders. Should any Guarantor have the right, notwithstanding the foregoing, to
exercise its subrogation rights, each Guarantor hereby expressly and irrevocably
(a) subordinates any and all rights at law or in equity to subrogation,
reimbursement, exoneration, contribution, indemnification or set off that the
Guarantor may have to the indefeasible payment in full in cash of the
Obligations and (b) waives any and all defenses available to a surety, guarantor
or accommodation co-obligor until the Obligations are indefeasibly paid in full
in cash. Each Guarantor acknowledges and agrees that this subordination is
intended to benefit the Administrative Agent and the Lenders and shall not limit
or otherwise affect such Guarantor’s liability hereunder or the enforceability
of this Guaranty, and that the Administrative Agent, the Lenders and their
respective successors and assigns are intended third party beneficiaries of the
waivers and agreements set forth in this SECTION 7.

SECTION 8. LIMITATION. Notwithstanding any provision herein contained to
the contrary, each Guarantor’s liability under this Guaranty (which liability is
in any event in addition to amounts for which such entity may be primarily
liable) shall be limited to an amount not to exceed as of any date of
determination the greater of:

(a) the net amount of all Loans advanced to the Borrower under this
Agreement and then re-loaned or otherwise transferred to, or for the
benefit of, such Guarantor; and

5

(b) the amount which could be claimed by the Administrative Agent and
the Lenders from such Guarantor under this Guaranty without rendering such
claim voidable or avoidable under Section 548 of Chapter 11 of the
Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer
Act, Uniform Fraudulent Conveyance Act or similar statute or common law
after taking into account, among other things, such Guarantor’s right of
contribution and indemnification from each other Guarantor under SECTION 9.

SECTION 9. CONTRIBUTION WITH RESPECT TO GUARANTY OBLIGATIONS.

(a) To the extent that any Guarantor shall make a payment under this
Guaranty (a “GUARANTOR PAYMENT”) which, taking into account all other
Guarantor Payments then previously or concurrently made by any other
Guarantor, exceeds the amount which such Guarantor would otherwise have
paid if each Guarantor had paid the aggregate Obligations satisfied by such
Guarantor Payment in the same proportion that such Guarantor’s “Allocable
Amount” (as defined below) (as determined immediately prior to such
Guarantor Payment) bore to the aggregate Allocable Amounts of each of the
Guarantors as determined immediately prior to the making of such Guarantor
Payment, THEN, following indefeasible payment in full in cash of the
Obligations and termination or expiration of the Commitments under the
Credit Agreement, such Guarantor shall be entitled to receive contribution
and indemnification payments from, and be reimbursed by, each other
Guarantor for the amount of such excess, PRO RATA based upon their
respective Allocable Amounts in effect immediately prior to such Guarantor
Payment.

(b) As of any date of determination, the “ALLOCABLE AMOUNT” of any
Guarantor shall be equal to the maximum amount of the claim which could
then be recovered from such Guarantor under this Guaranty without rendering
such claim voidable or avoidable under Section 548 of Chapter 11 of the
Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer
Act, Uniform Fraudulent Conveyance Act or similar statute or common law.

(c) This SECTION 9 is intended only to define the relative rights of
the Guarantors and nothing set forth in this SECTION 9 is intended to or
shall impair the obligations of the Guarantors, jointly and severally, to
pay any amounts as and when the same shall become due and payable in
accordance with the terms of this Agreement.

(d) The parties hereto acknowledge that the rights of contribution and
indemnification hereunder shall constitute assets of the Guarantor to which
such contribution and indemnification is owing.

(e) The rights of the indemnifying Guarantors against other Guarantors
under this SECTION 9 shall be exercisable upon the full and indefeasible
payment of the Obligations and the termination or expiration of the
Commitments under the Credit Agreement.

SECTION 10. STAY OF ACCELERATION. If acceleration of the time for payment
of any of the Obligations is stayed upon the insolvency, bankruptcy or
reorganization of the Borrower, all such amounts otherwise subject to
acceleration under the terms of the Credit Agreement, or any other Loan Document
shall nonetheless be payable by each of the Guarantors hereunder forthwith on
demand by the Administrative Agent.

6

SECTION 11. NO WAIVERS. No failure or delay by the Administrative Agent or
any Lender in exercising any right, power or privilege hereunder shall operate
as a waiver thereof nor shall any single or partial exercise thereof preclude
any other or further exercise thereof or the exercise of any other right, power
or privilege. The rights and remedies provided in this Guaranty, the Credit
Agreement, and the other Loan Documents shall be cumulative and not exclusive of
any rights or remedies provided by law.

SECTION 12. SUCCESSORS AND ASSIGNS. This Guaranty is for the benefit of the
Administrative Agent and the Lenders and their respective successors and
permitted assigns and in the event of an assignment of any amounts payable under
the Credit Agreement, or the other Loan Documents in accordance with the
respective terms thereof, the rights hereunder, to the extent applicable to the
indebtedness so assigned, may be transferred with such indebtedness. This
Guaranty shall be binding upon each of the Guarantors and their respective
successors and assigns.

SECTION 13. CHANGES IN WRITING. Neither this Guaranty nor any provision
hereof may be changed, waived, discharged or terminated orally, but only in
writing signed by each of the Guarantors and the Administrative Agent with the
consent of the Lenders required for such change, waiver, discharge or
termination pursuant to the terms of the Credit Agreement.

SECTION 14. GOVERNING LAW. ANY DISPUTE BETWEEN ANY GUARANTOR AND THE
ADMINISTRATIVE AGENT OR ANY LENDER ARISING OUT OF, CONNECTED WITH, RELATED TO,
OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED BETWEEN THEM IN CONNECTION WITH,
THIS GUARANTY OR ANY OF THE OTHER LOAN DOCUMENTS, AND WHETHER ARISING IN
CONTRACT, TORT, EQUITY, OR OTHERWISE, SHALL BE RESOLVED IN ACCORDANCE WITH THE
INTERNAL LAWS (WITHOUT REGARD TO THE CONFLICTS OF LAWS PROVISIONS) OF THE STATE
OF NEW YORK.

SECTION 15. CONSENT TO JURISDICTION; SERVICE OF PROCESS; JURY TRIAL.

(a) EXCLUSIVE JURISDICTION. EXCEPT AS PROVIDED IN SUBSECTION (B), EACH
OF THE PARTIES HERETO AGREES THAT ALL DISPUTES AMONG THEM ARISING OUT OF,
CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG
THEM IN CONNECTION WITH, THIS GUARANTY OR ANY OF THE OTHER LOAN DOCUMENTS
WHETHER ARISING IN CONTRACT, TORT, EQUITY, OR OTHERWISE, SHALL BE RESOLVED
EXCLUSIVELY BY STATE OR FEDERAL COURTS LOCATED IN NEW YORK, BUT THE PARTIES
HERETO ACKNOWLEDGE THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE HEARD BY A
COURT LOCATED OUTSIDE OF NEW YORK. EACH OF THE PARTIES HERETO WAIVES IN ALL
DISPUTES BROUGHT PURSUANT TO THIS SUBSECTION (A) ANY OBJECTION THAT IT MAY HAVE
TO THE LOCATION OF THE COURT CONSIDERING THE DISPUTE.

(b) OTHER JURISDICTIONS. EACH OF THE GUARANTORS AGREES THAT THE
ADMINISTRATIVE AGENT, ANY LENDER OR ANY INDEMNITEE SHALL HAVE THE RIGHT TO
PROCEED AGAINST SUCH GUARANTOR OR ITS PROPERTY IN A COURT IN ANY LOCATION TO
ENABLE SUCH PERSON TO (1) OBTAIN PERSONAL JURISDICTION OVER SUCH GUARANTOR OR
(2) ENFORCE A JUDGMENT OR OTHER COURT ORDER

7

ENTERED IN FAVOR OF SUCH PERSON. EACH OF THE GUARANTORS AGREES THAT IT WILL NOT
ASSERT ANY PERMISSIVE COUNTERCLAIMS IN ANY PROCEEDING BROUGHT BY SUCH PERSON TO
ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF SUCH PERSON. EACH OF THE
GUARANTORS WAIVES ANY OBJECTION THAT IT MAY HAVE TO THE LOCATION OF THE COURT IN
WHICH SUCH PERSON HAS COMMENCED A PROCEEDING DESCRIBED IN THIS SUBSECTION (B).

(c) WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO IRREVOCABLY
WAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER
SOUNDING IN CONTRACT, TORT, OR OTHERWISE, ARISING OUT OF, CONNECTED WITH,
RELATED TO OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN
CONNECTION WITH THIS GUARANTY OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT
EXECUTED OR DELIVERED IN CONNECTION HEREWITH. EACH OF THE PARTIES HERETO AGREES
AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE
DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT ANY PARTY HERETO MAY FILE AN
ORIGINAL COUNTERPART OR A COPY OF THIS GUARANTY WITH ANY COURT AS WRITTEN
EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO
TRIAL BY JURY.

(d) ADVICE OF COUNSEL. EACH OF THE PARTIES REPRESENTS TO EACH OTHER
PARTY HERETO THAT IT HAS DISCUSSED THIS AGREEMENT AND, SPECIFICALLY, THE
PROVISIONS OF THIS SECTION 15, WITH ITS COUNSEL.

SECTION 16. NO STRICT CONSTRUCTION. The parties hereto have participated
jointly in the negotiation and drafting of this Guaranty. In the event an
ambiguity or question of intent or interpretation arises, this Guaranty shall be
construed as if drafted jointly by the parties hereto and no presumption or
burden of proof shall arise favoring or disfavoring any party by virtue of the
authorship of any provisions of this Guaranty.

SECTION 17. TAXES, EXPENSES OF ENFORCEMENT, ETC. All payments required to
be made by any of the Guarantors hereunder shall be made without setoff or
counterclaim and free and clear of and without deduction or withholding for or
on account of, any present or future taxes, levies, imposts, duties or other
charges of whatsoever nature imposed by any government or any political or
taxing authority thereof; PROVIDED, HOWEVER, that if any of the Guarantors is
required by law to make such deduction or withholding, such Guarantor shall
forthwith pay to the Administrative Agent or any Lender, as applicable, such
additional amount as results in the net amount received by the Administrative
Agent or any Lender, as applicable, equaling the full amount which would have
been received by the Administrative Agent or any Lender, as applicable, had no
such deduction or withholding been made. The Guarantors also agree to reimburse
the Administrative Agent and the Lenders for any reasonable costs, internal
charges and out-of-pocket expenses (including reasonable attorneys’ fees and
time charges of attorneys for the Administrative Agent and the Lenders, which
attorneys may be employees of the Administrative Agent or the Lenders) paid or
incurred by the Administrative Agent or any Lender in connection with the
collection and enforcement of amounts due under the Loan Documents, including
without limitation this Guaranty.

SECTION 18. SETOFF. At any time after all or any part of the Guaranteed
Obligations have become due and payable (by acceleration or otherwise), each
Lender and the Administrative Agent may, without notice to any Guarantor and
regardless of the acceptance of any security or collateral

8

for the payment hereof, appropriate and apply toward the payment of all or any
part of the Guaranteed Obligations (i) any indebtedness due or to become due
from such Lender or the Administrative Agent to any Guarantor, and (ii) any
moneys, credits or other property belonging to any Guarantor, at any time held
by or coming into the possession of such Lender or the Administrative Agent or
any of their respective affiliates.

SECTION 19. FINANCIAL INFORMATION. Each Guarantor hereby assumes
responsibility for keeping itself informed of the financial condition of the
Borrower and any and all endorsers and/or other Guarantors of all or any part of
the Guaranteed Obligations, and of all other circumstances bearing upon the risk
of nonpayment of the Guaranteed Obligations, or any part thereof, that diligent
inquiry would reveal, and each Guarantor hereby agrees that none of the Lenders
or the Administrative Agent shall have any duty to advise such Guarantor of
information known to any of them regarding such condition or any such
circumstances. If any Lender or the Administrative Agent, in its sole
discretion, undertakes at any time or from time to time to provide any such
information to a Guarantor, such Lender or the Administrative Agent shall be
under no obligation (i) to undertake any investigation not a part of its regular
business routine, (ii) to disclose any information which such Lender or the
Administrative Agent, pursuant to accepted or reasonable commercial finance or
banking practices, wishes to maintain confidential or (iii) to make any other or
future disclosures of such information or any other information to such
Guarantor.

SECTION 20. SEVERABILITY. Wherever possible, each provision of this
Guaranty shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Guaranty shall be prohibited by or
invalid under such law, such provision shall be ineffective to the extent of
such prohibition or invalidity without invalidating the remainder of such
provision or the remaining provisions of this Guaranty.

SECTION 21. MERGER. This Guaranty represents the final agreement of each of
the Guarantors with respect to the matters contained herein and may not be
contradicted by evidence of prior or contemporaneous agreements, or subsequent
oral agreements, between the Guarantor and any Lender or the Administrative
Agent.

SECTION 22. EXECUTION IN COUNTERPARTS. This Guaranty may be executed in any
number of counterparts, all of which taken together shall constitute one
agreement, and any of the parties hereto may execute this Guaranty by signing
any such counterpart.

SECTION 23. HEADINGS. Section headings in this Guaranty are for convenience
of reference only and shall not govern the interpretation of any provision of
this Guaranty.

9

IN WITNESS WHEREOF, each of the undersigned has caused this Guaranty to be
duly executed by its authorized officer as of the day and year first above
written.

[GUARANTORS]

By: __________________________
Name:
Title:

SCHEDULE I TO GUARANTY

2

ANNEX I TO GUARANTY

FORM OF ADDENDUM

Reference is hereby made to the Guaranty (the “GUARANTY”) made as of the
28th day of September, 2001 by each Subsidiary listed on Schedule I thereto
(collectively, the “INITIAL GUARANTORS”, together with each Significant
Subsidiary which has become a party thereto and with the undersigned, the
“GUARANTORS”) in favor of the Administrative Agent, for the ratable benefit of
the Lenders, under the Credit Agreement. Capitalized terms used herein and not
defined herein shall have the meanings given to them in the Guaranty. By its
execution below, the undersigned [NAME OF NEW GUARANTOR], a __________________,
agrees to become, and does hereby become, a Guarantor under the Guaranty and
agrees to be bound by such Guaranty as if originally a party thereto. By its
execution below, the undersigned represents and warrants as to itself that all
of the representations and warranties contained in SECTION 2 of the Guaranty are
true and correct in all respects as of the date hereof.

IN WITNESS WHEREOF, [NAME OF NEW GUARANTOR], a ____________________has
executed and delivered this Addendum counterpart to the Guaranty as of this __
day of ________, 200_.

[NAME OF NEW GUARANTOR]

By: _______________________________
Name:
Title:

EXHIBIT E

FORM OF ASSIGNMENT AND ACCEPTANCE

Reference is made to the Five-Year Credit Agreement, dated as of
September 28, 2001 (as amended, supplemented or otherwise modified from time to
time, the “CREDIT AGREEMENT”), among FedEx Corporation (the “BORROWER”), the
Lenders party thereto and The Chase Manhattan Bank, as administrative agent for
the Lenders (in such capacity, the “ADMINISTRATIVE AGENT”), CITICORP USA, INC.
and BANK OF AMERICA, N.A., as Co-Syndication Agents, and BANK ONE, NA,
COMMERZBANK A.G., BANK OF TOKYO-MITSUBISHI TRUST COMPANY and THE ROYAL BANK OF
SCOTLAND PLC as Co-Documentation Agents. Unless otherwise defined herein, terms
defined in the Credit Agreement and used herein shall have the meanings given to
them in the Credit Agreement.

The Assignor identified on Schedule l hereto (the “ASSIGNOR”) and the
Assignee identified on Schedule l hereto (the “ASSIGNEE”) agree as follows:

1. The Assignor hereby irrevocably sells and assigns to the Assignee
without recourse to the Assignor, and the Assignee hereby irrevocably
purchases and assumes from the Assignor without recourse to the Assignor,
as of the Effective Date (as defined below), the interest described in
Schedule 1 hereto (the “ASSIGNED INTEREST”) in and to the Assignor’s rights
and obligations under the Credit Agreement with respect to those credit
facilities contained in the Credit Agreement as are set forth on Schedule 1
hereto (individually, an “ASSIGNED FACILITY”; collectively, the “ASSIGNED
FACILITIES”), in a principal amount for each Assigned Facility as set forth
on Schedule 1 hereto.

2. The Assignor (a) makes no representation or warranty and assumes no
responsibility with respect to any statements, warranties or
representations made in or in connection with the Credit Agreement or with
respect to the execution, legality, validity, enforceability, genuineness,
sufficiency or value of the Credit Agreement, any other Loan Document or
any other instrument or document furnished pursuant thereto, other than
that the Assignor has not created any adverse claim upon the interest being
assigned by it hereunder and that such interest is free and clear of any
such adverse claim and (b) makes no representation or warranty and assumes
no responsibility with respect to the financial condition of the Borrower,
any of its Affiliates or any other obligor or the performance or observance
by the Borrower, any of its Affiliates or any other obligor of any of their
respective obligations under the Credit Agreement or any other Loan
Document or any other instrument or document furnished pursuant hereto or
thereto.

3. The Assignee (a) represents and warrants that it is legally authorized
to enter into this Assignment and Acceptance; (b) confirms that it has
received a copy of the Credit Agreement, together with copies of the
financial statements delivered pursuant to Section 3.04 thereof and such
other documents and information as it has deemed appropriate to make its
own credit analysis and decision to enter into this Assignment and
Acceptance; (c) agrees that it will, independently and without reliance
upon the Assignor, the Administrative Agent or any Lender and based on such
documents and information as it shall deem appropriate at the time,
continue to make its own credit decisions in taking or not taking action
under the

2

Credit Agreement, the other Loan Documents or any other instrument or
document furnished pursuant hereto or thereto; (d) appoints and authorizes
the Administrative Agent to take such action as agent on its behalf and to
exercise such powers and discretion under the Credit Agreement, the other
Loan Documents or any other instrument or document furnished pursuant
hereto or thereto as are delegated to the Administrative Agent by the terms
thereof, together with such powers as are incidental thereto; and (e)
agrees that it will be bound by the provisions of the Credit Agreement and
will perform in accordance with its terms all the obligations which by the
terms of the Credit Agreement are required to be performed by it as a
Lender including, if it is organized under the laws of a jurisdiction
outside the United States, its obligation pursuant to Section 2.14(d) of
the Credit Agreement.

4. The effective date of this Assignment and Acceptance shall be the
Effective Date of Assignment described in Schedule 1 hereto (the “EFFECTIVE
DATE”). Following the execution of this Assignment and Acceptance, it will
be delivered to the Administrative Agent for acceptance by it and recording
by the Administrative Agent pursuant to the Credit Agreement, effective as
of the Effective Date (which shall not, unless otherwise agreed to by the
Administrative Agent, be earlier than five Business Days after the date of
such acceptance and recording by the Administrative Agent).

5. Upon such acceptance and recording, from and after the Effective Date,
the Administrative Agent shall make all payments in respect of the Assigned
Interest (including payments of principal, interest, fees and other
amounts) to the Assignor for amounts which have accrued to the Effective
Date and to the Assignee for amounts which have accrued subsequent to the
Effective Date.

6. From and after the Effective Date, (a) the Assignee shall be a party to
the Credit Agreement and, to the extent provided in this Assignment and
Acceptance, have the rights and obligations of a Lender thereunder and
under the other Loan Documents and shall be bound by the provisions thereof
and (b) the Assignor shall, to the extent provided in this Assignment and
Acceptance, relinquish its rights and be released from its obligations
under the Credit Agreement.

7. This Assignment and Acceptance shall be governed by and construed in
accordance with the laws of the State of New York.

IN WITNESS WHEREOF, the parties hereto have caused this Assignment and
Acceptance to be executed as of the date first above written by their respective
duly authorized officers on Schedule 1 hereto.

Schedule 1
to Assignment and Acceptance with respect to the
Five-Year Credit Agreement, dated as of September 28, 2001
among the Borrower, the Lenders party thereto,
the Co-Documentation Agents, the Co-Syndication Agents,
and The Chase Manhattan Bank, as Administrative Agent

Name of Assignor: _______________________

Name of Assignee: _______________________

Effective Date of Assignment: _________________

[Name of Assignee] [Name of Assignor]

By: _________________________ By: _________________________
Name: Name:
Title: Title:

Accepted for Recordation Required Consents (if any):
in the Register:

THE CHASE MANHATTAN BANK, as FEDEX CORPORATION, as Borrower
Administrative Agent

By: _________________________
By: _________________________ Name:
Name: Title:
Title:
THE CHASE MANHATTAN BANK, as
Administrative Agent

By: _________________________
Name:
Title:

EXHIBIT F

FORM OF EXEMPTION CERTIFICATE

Reference is made to the Five-Year Credit Agreement, dated as of
September 28, 2001 (as amended, supplemented or otherwise modified from time to
time, the “CREDIT AGREEMENT”), among FedEx Corporation (the “BORROWER”), the
Lenders party thereto, the Co-Documentation Agents and Co-Syndication Agents
named therein and The Chase Manhattan Bank, as administrative agent (in such
capacity, the “ADMINISTRATIVE AGENT”). Unless otherwise defined herein, terms
defined in the Credit Agreement and used herein shall have the meanings given to
them in the Credit Agreement. ______________________ (the “NON-U.S. LENDER”) is
providing this certificate pursuant to Section 2.14(d) of the Credit Agreement.
The Non-U.S. Lender hereby represents and warrants that:

1. The Non-U.S. Lender is the sole record and beneficial owner of the
Loans in respect of which it is providing this certificate.

2. The Non-U.S. Lender is not a “bank” for purposes of Section
881(c)(3)(A) of the Internal Revenue Code of 1986, as amended (the “Code”). In
this regard, the Non-U.S. Lender further represents and warrants that:

(a) the Non-U.S. Lender is not subject to regulatory or other
legal requirements as a bank in any jurisdiction; and

(b) the Non-U.S. Lender has not been treated as a bank for
purposes of any tax, securities law or other filing or submission made to any
Governmental Authority, any application made to a rating agency or qualification
for any exemption from tax, securities law or other legal requirements.

3. The Non-U.S. Lender is not a 10-percent shareholder of the Borrower
within the meaning of Section 881(c)(3)(B) of the Code.

4. The Non-U.S. Lender is not a controlled foreign corporation
receiving interest from a related person within the meaning of Section
881(c)(3)(C) of the Code.

IN WITNESS WHEREOF, the undersigned has duly executed this
certificate.

[NAME OF NON-U.S. LENDER]

By: _______________________________
Name:
Title:

Date: ____________________