EXTENSION AGREEMENT dated as of September 26, 2003 extending the AMENDED AND RESTATED 364-DAY CREDIT AGREEMENT among FEDEX CORPORATION, as Borrower,

Exhibit 10.2

EXTENSION AGREEMENT

dated as of September 26, 2003

extending the

$250,000,000

AMENDED AND RESTATED 364-DAY CREDIT AGREEMENT

among

FEDEX CORPORATION,
as Borrower,

CITICORP USA, INC. and BANK OF AMERICA, N.A.,
as Co-Syndication Agents,

BANK ONE, NA, COMMERZBANK A.G.,

BANK OF TOKYO-MITSUBISHI TRUST COMPANY

and THE ROYAL BANK OF SCOTLAND PLC,
as Co-Documentation Agents,

The Several Lenders
from Time to Time Parties Thereto,

and

JPMORGAN CHASE BANK,
as Administrative Agent

dated as of September 27, 2002

X.X. XXXXXX SECURITIES, INC., as Sole Lead Arranger and Sole Bookrunner

EXTENSION AGREEMENT, dated as of September 26, 2003 (this “Agreement”), among FEDEX CORPORATION, CITICORP USA, INC. and BANK OF AMERICA, N.A., as Co-Syndication Agents, BANK ONE, NA, COMMERZBANK A.G., BANK OF TOKYO-MITSUBISHI TRUST COMPANY and THE ROYAL BANK OF SCOTLAND PLC, as Co-Documentation Agents, the several LENDERS party hereto and JPMORGAN CHASE BANK, as Administrative Agent (the “Administrative Agent”).

W I T N E S S E T H:

WHEREAS, the Borrower, the Lenders, the Co-Documentation Agents, the Co-Syndication Agents and the Administrative Agent are parties to the Amended and Restated 364-Day Credit Agreement, dated as of September 27, 2002 (the “Credit Agreement”);

WHEREAS, the Borrower has requested that the Maturity Date of the Credit Agreement be extended as set forth herein;

NOW, THEREFORE, in consideration of the promises and the mutual covenants hereinafter set forth, the parties hereto hereby agree as follows:

SECTION 1. Defined Terms.  Unless otherwise defined herein, each term defined in the Credit Agreement and used herein shall have the meaning given to such term in the Credit Amendment.

SECTION 2. Extension of Maturity Date.  Notwithstanding any of the notice requirements of Section 2.17 of the Credit Agreement and except as otherwise provided in Section 4 of this Agreement, but otherwise subject to such Section 2.17, the Maturity Date is hereby extended to September 24, 2004, with the Commitment of each Lender as set forth in Schedule A to this Agreement.

SECTION 3. Conditions to Effectiveness of this Agreement.  This Agreement shall become effective on the date (the “Extension Effective Date”) on which the following conditions precedent have been satisfied:

(a) the Administrative Agent shall have received counterparts of this Agreement duly executed and delivered by each of (i) the Borrower and (ii) the Lenders;

(b) the Administrative Agent shall have received an opinion of Xxxxxxxxx X. Xxxxxxxx, counsel for the Borrower, dated as of the Extension Effective Date (in form and substance reasonably satisfactory to the Administrative Agent);

(c) no Default or Event of Default shall have occurred and be continuing;

(d) the principal amount of and accrued interest on any Loans and any fees or other amounts owing to the Lenders under the Credit Agreement, as of the Extension Effective Date, shall be paid; and

(e) the Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Extension 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.

SECTION 4. Assignment; Commitments.   On the Extension Effective Date, each of the Lenders party to the Credit Agreement (as in effect immediately prior to the effectiveness of this Agreement) whose Commitment will be reduced or terminated in connection with this Agreement (the “Assigning Lenders”) agrees to assign all or a portion, as the case may be, of its Commitment (as in effect immediately prior to the effectiveness of this Agreement) and its related rights and obligations under the Credit Agreement and the other Loan Documents to the Lenders party to the Credit Agreement (as in effect immediately after giving effect to this Agreement) whose Commitment will be increased or initiated in connection with this Agreement (the “Assignee Lenders”), such that after giving effect to such assignment and on the Extension Effective Date, the Commitment of each Lender shall be the amount set forth on Schedule A to this Agreement.  All applicable provisions of Section 9.06 and Exhibit E to the Credit Agreement shall apply to such assignments, which provisions are hereby incorporated by reference into this Agreement.

SECTION 5. Consent of Guarantors.  The Borrower represents and warrants to the Lenders that no Guarantor consent is required for the extension of the Maturity Date as contemplated by Section 2.17 to the Credit Agreement and this Agreement.

SECTION 6. Miscellaneous.

(a) Effect.  Except as expressly amended hereby, all of the representations, warranties, terms, covenants and conditions of the Loan Documents shall remain unamended and not waived and shall continue to be in full force and effect.  Each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof,” “herein” or words of like import shall mean and be a reference to the Credit Agreement, as amended hereby.

(b) 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.  A set of the copies of this Agreement signed by all the parties shall be lodged with the Borrower and the Administrative Agent.

(c) Severability.  Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

(d) Integration.  This Agreement and the other Loan Documents represent the entire agreement of the Loan Parties, the Lenders and the Administrative Agent with respect to the subject matter hereof and thereof, and there are no promises, undertakings, representations or

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warranties by the Lenders relative to the subject matter hereof not expressly set forth or referred to herein or in the other Loan Documents.

(e) 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.

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

	FEDEX CORPORATION
	By:	/s/ XXXXXXX X. XXXXXX, XX.
	Name:		Xxxxxxx X. Xxxxxx, Xx.
	Title:		Corporate Vice President and Treasurer

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	JPMORGAN CHASE BANK,
	individually and as Administrative Agent
	By:	/s/ XXXXXXX X. XXXXXX
	Name:		Xxxxxxx X. Xxxxxx
	Title:		Managing Director

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	BANK OF AMERICA, N.A.
	By:	/s/ XXXXXX XXXXX XXXXX
	Name:		Xxxxxx Xxxxx Horos
	Title:		Vice President

	THE BANK OF NEW YORK
	By:	/s/ XXXXX X. XXXXXXXXXXX
	Name:		Xxxxx X. Xxxxxxxxxxx
	Title:		Vice President

	THE BANK OF NOVA SCOTIA
	By:	/s/ XXXXXXX X. XXXXXXX
	Name:		Xxxxxxx X. Xxxxxxx
	Title:		Managing Director

	BANK OF TOKYO-MITSUBISHI TRUST COMPANY
	By:	/s/ X.X. XXXXXX
	Name:		X.X. Xxxxxx
	Title:		Vice President

	BANK ONE, NA as Co-Documentation
	Agent and as Lender
	By:	/s/ XXXXXXXXXXX X. XXXXXXXX
	Name:		Xxxxxxxxxxx X. Xxxxxxxx
	Title:		Director

	CITICORP USA, INC.
	By:	/s/ XXXXXXX X. XXXXXX
	Name:		Xxxxxxx X. Xxxxxx
	Title:		Director

	COMMERZBANK AG, NEW YORK AND GRAND CAYMAN BRANCHES
	By:	/s/ XXXXX X. XXXXXX
	Name:		Xxxxx X. Xxxxxx
	Title:		Senior Vice President & Manager
	By:	/s/ XXXXXX X. XXXXXXXXXXX
	Name:		Xxxxxx X. Xxxxxxxxxxx
	Title:		Senior Vice President

	CREDIT SUISSE FIRST BOSTON ACTING THROUGH ITS CAYMEN ISLANDS BRANCH
	By:		/s/ XXXX XXXXXX
	Name:			Xxxx Xxxxxx
	Title:			Director
	By:	/s/ XXXX XXXXXXX
	Name:			Xxxx Xxxxxxx
	Title:			Assistant Vice President

	DVB BANK AG
	By:	/s/ XXXXX X. XXXXXX
	Name:		Xxxxx X. Xxxxxx
	Title:		Vice President
	By:	/s/ XXXXXXXXX XXXX
	Name:		Xxxxxxxxx Xxxx
	Title:		Vice President

	FIFTH THIRD BANK
	By:	/s/ XXXXX X. XXXXX
	Name:		Xxxxx X. Xxxxx
	Title:		Vice President

	FIRST TENNESSEE BANK NATIONAL ASSOCIATION
	By:	/s/ XXXXX X. XXXXX, XX.
	Name:		Xxxxx X. Xxxxx, Xx.
	Title:		Senior Vice President

	HSBC BANK USA
	By:	/s/ XXXXX XXXXXXX
	Name:		Xxxxx XxXxxxx
	Title:		Vice President

	KBC BANK N.V.
	By:	/s/ XXXXXX XXXXXXXX
	Name:			Xxxxxx Xxxxxxxx
	Title:			First Vice President
	By:	/s/ XXXX XXXXXX
	Name:		Xxxx Xxxxxx
	Title:		Vice President

	KEYBANK NATIONAL ASSOCIATION
	By:	/s/ XXXXXXX X. XXXX, XX.
	Name:		Xxxxxxx X. Xxxx, Xx.
	Title:		Vice President

	KFW
	By:	/s/ WOLF XXXX
	Name:			Wolf Xxxx
	Title:			Vice President
	By:		/s/ XXXXXXXXX XXXXXX
	Name:				Xxxxxxxxx Xxxxxx
	Title:				Vice President

	MELLON BANK, N.A.
	By:	/s/ XXXX X. XXXXXXXX
	Name:		Xxxx X. Xxxxxxxx
	Title:		Vice President

	XXXXXXX XXXXX BANK USA
	By:	/s/ XXXXX XXXXX
	Name:		Xxxxx Xxxxx
	Title:		Vice President

	MIZUHO CORPORATE BANK, LTD.
	By:	/s/ XXXXXX XXXXXXXXX
	Name:		Xxxxxx Xxxxxxxxx
	Title:		Vice President & Team Leader

	XXXXXX XXXXXXX BANK
	By:	/s/ JAAP L. TONCKENS
	Name:		Jaap L. Tonckens
	Title:		Vice President

	THE NORTHERN TRUST COMPANY
	By:	/s/ XXXXXX X. XXXXXXX
	Name:		Xxxxxx X. Xxxxxxx
	Title:		Vice President

	REGIONS BANK
	By:	/s/ XXXXX XXXXXX
	Name:		Xxxxx Xxxxxx
	Title:		Vice President

	THE ROYAL BANK OF SCOTLAND PLC
	By:	/s/ XXXXX XXXX
	Name:		Xxxxx Xxxx
	Title:		Senior Vice President

	SUMITOMO MITSUI BANKING CORPORATION
	By:	/s/ XXXXX X.X. XXXXXX
	Name:		Xxxxx X.X. Xxxxxx
	Title:		Joint General Manager

	SUNTRUST BANK
	By:	/s/ XXXXX X. XXXX
	Name:		Xxxxx X. Xxxx
	Title:		Director

	UFJ BANK LIMITED
	By:	/s/ XXXXXXX XXXXXX
	Name:		Xxxxxxx Xxxxxx
	Title:		Vice President

	UNION PLANTERS BANK, N.A.
	By:	/s/ XXXXX X. XXXXXX
	Name:		Xxxxx X. Xxxxxx
	Title:		Senior Vice President

	WACHOVIA BANK, NATIONAL ASSOCIATION
	By:	/s/ XXXXXXXXX X. XXXXXX
	Name:		Xxxxxxxxx X. Xxxxxx
	Title:		Vice President

SCHEDULE A

		Commitment Prior to the Effectiveness of this Agreement			Commitment After the Effectiveness of this Agreement
Extending Lenders:
COMMERZBANK AG, NEW YORK AND GRAND CAYMAN BRANCHES		$	15,000,000		$	15,000,000
THE ROYAL BANK OF SCOTLAND PLC		$	15,000,000		$	15,000,000
KBC BANK N.V.		$	10,000,000		$	10,000,000
KfW		$	10,000,000		$	10,000,000
MELLON BANK, N.A.		$	10,000,000		$	10,000,000
THE BANK OF NOVA SCOTIA		$	10,000,000		$	10,000,000
SUMITOMO MITSUI BANKING CORPORATION		$	10,000,000		$	10,000,000
KEYBANK NATIONAL ASSOCIATION		$	7,500,000		$	7,500,000
XXXXXXX XXXXX BANK USA		$	7,500,000		$	7,500,000
MIZUHO CORPORATE BANK, LTD.		$	7,500,000		$	7,500,000
REGIONS BANK		$	7,500,000		$	7,500,000
UNIONS PLANTERS BANK, N.A.		$	7,500,000		$	7,500,000
THE BANK OF NEW YORK		$	5,000,000		$	5,000,000
DVB BANK AG		$	5,000,000		$	5,000,000
FIFTH THIRD BANK		$	5,000,000		$	5,000,000
FIRST TENNESSEE BANK NATIONAL ASSOCIATION		$	5,000,000		$	5,000,000
THE NORTHERN TRUST COMPANY		$	5,000,000		$	5,000,000
SUNTRUST BANK		$	5,000,000		$	5,000,000

UFJ BANK LIMITED		$	5,000,000		$	5,000,000
WACHOVIA BANK, NATIONAL ASSOCIATION		$	5,000,000		$	5,000,000
Assigning Lenders:
JPMORGAN CHASE BANK		$	24,500,000		$	17,500,000
BANK ONE, NA		$	17,000,000		$	15,000,000
BANK OF TOKYO-MITSUBISHI TRUST COMPANY		$	17,000,000		$	15,000,000
BANK OF AMERICA, N.A.		$	17,000,000		$	15,000,000
CITICORP USA, INC.		$	17,000,000		$	15,000,000
Assignee Lenders:
XXXXXX XXXXXXX BANK		$	0		$	5,000,000
HSBC BANK USA		$	0		$	5,000,000
CREDIT SUISSE FIRST BOSTON		$	0		$	5,000,000
TOTAL		$	250,000,000		$	250,000,000