<Page>

                                                                    EXHIBIT 10.2



================================================================================

                                  $250,000,000

                            364-DAY CREDIT AGREEMENT

                                   dated as of

                               September 28, 2001

                                      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 Party Hereto,

                                       and

                            THE CHASE MANHATTAN BANK,
                             as Administrative Agent

                             -----------------------

                          J.P. MORGAN SECURITIES INC.,
                         as Lead Arranger and Bookrunner


================================================================================


<Page>



                                TABLE OF CONTENTS
<Table>
                                                                                                               PAGE
<S>                                                                                                           <C>
ARTICLE I DEFINITIONS.............................................................................................1
         SECTION 1.01.              Defined Terms.................................................................1
         SECTION 1.02.              Classification of Loans and Borrowings.......................................15
         SECTION 1.03.              Terms Generally..............................................................15
         SECTION 1.04.              Accounting Terms; GAAP.......................................................15

ARTICLE II THE CREDITS...........................................................................................16
         SECTION 2.01.              Commitments..................................................................16
         SECTION 2.02.              Loans and Borrowings.........................................................16
         SECTION 2.03.              Requests for Borrowings......................................................16
         SECTION 2.04.              Funding of Borrowings........................................................17
         SECTION 2.05.              Interest Elections...........................................................18
         SECTION 2.06.              Termination and Reduction of Commitments.....................................19
         SECTION 2.07.              Repayment of Loans; Evidence of Debt.........................................19
         SECTION 2.08.              Prepayment of Loans..........................................................20
         SECTION 2.09.              Fees.........................................................................20
         SECTION 2.10.              Interest.....................................................................21
         SECTION 2.11.              Alternate Rate of Interest...................................................21
         SECTION 2.12.              Increased Costs..............................................................22
         SECTION 2.13.              Break Funding Payments.......................................................23
         SECTION 2.14.              Taxes........................................................................23
         SECTION 2.15.              Payments Generally; Pro Rata Treatment; Sharing of Set-offs..................25
         SECTION 2.16.              Mitigation Obligations; Replacement of Lenders...............................26
         SECTION 2.17.              Extension of Maturity Date; Term-Out Option..................................26

ARTICLE III REPRESENTATIONS AND WARRANTIES.......................................................................28
         SECTION 3.01.              Organization; Powers.........................................................28
         SECTION 3.02.              Authorization; Enforceability................................................28
         SECTION 3.03.              Governmental Approvals; No Conflicts.........................................28
         SECTION 3.04.              Financial Statements.........................................................28
         SECTION 3.05.              Taxes........................................................................28
         SECTION 3.06.              Litigation and Environmental Matters.........................................29
         SECTION 3.07.              Subsidiaries.................................................................29
         SECTION 3.08.              ERISA........................................................................29
         SECTION 3.09.              Accuracy of Information......................................................29
         SECTION 3.10.              Regulation U.................................................................30
         SECTION 3.11.              Compliance with Laws and Agreements..........................................30
         SECTION 3.12.              Properties; Liens............................................................30
         SECTION 3.13.              Investment and Holding Company Status........................................30
         SECTION 3.14.              Citizenship..................................................................30
         SECTION 3.15.              Status as Air Carrier........................................................30
         SECTION 3.16.              Pari Passu...................................................................31

ARTICLE IV CONDITIONS............................................................................................31
         SECTION 4.01.              Effective Date...............................................................31

<Page>

         SECTION 4.02.              Each Credit Event............................................................32

ARTICLE V AFFIRMATIVE COVENANTS..................................................................................32
         SECTION 5.01.              Financial Statements and Other Information...................................32
         SECTION 5.02.              Use of Proceeds..............................................................33
         SECTION 5.03.              Notice  of Material Events...................................................33
         SECTION 5.04.              Existence; Conduct of Business...............................................33
         SECTION 5.05.              Citizenship and Regulatory Certificates......................................34
         SECTION 5.06.              Payment of Taxes.............................................................34
         SECTION 5.07.              Compliance with Laws.........................................................34
         SECTION 5.08.              Maintenance of Properties; Insurance.........................................34
         SECTION 5.09.              Books and Records; Inspection Rights.........................................34
         SECTION 5.10.              Leverage.....................................................................35
         SECTION 5.11.              Fixed Charge Coverage........................................................35
         SECTION 5.12.              Guarantee Agreement..........................................................35

ARTICLE VI NEGATIVE COVENANTS....................................................................................35
         SECTION 6.01.              Liens........................................................................35
         SECTION 6.02.              Restricted Investments.......................................................38
         SECTION 6.03.              Merger and Consolidation.....................................................38
         SECTION 6.04.              Sales of Assets..............................................................38
         SECTION 6.05.              Loans, Advances and Investments..............................................39
         SECTION 6.06.              Contingent Liabilities.......................................................40
         SECTION 6.07.              Negative Covenants in Subsidiary Agreements..................................40
         SECTION 6.08.              Sales of Unrestricted Margin Stock...........................................41
         SECTION 6.09.              Subsidiary Indebtedness......................................................41

ARTICLE VII EVENTS OF DEFAULT....................................................................................41

ARTICLE VIII THE AGENTS..........................................................................................44
         SECTION 8.01.              Appointment..................................................................44
         SECTION 8.02.              Delegation of Duties.........................................................44
         SECTION 8.03.              Exculpatory Provisions.......................................................44
         SECTION 8.04.              Reliance by Administrative Agent.............................................44
         SECTION 8.05.              Notice of Default............................................................45
         SECTION 8.06.              Non-Reliance on Agents and Other Lenders.....................................45
         SECTION 8.07.              Indemnification..............................................................46
         SECTION 8.08.              Agent in Its Individual Capacity.............................................46
         SECTION 8.09.              Successor Administrative Agent...............................................46
         SECTION 8.10.              Documentation Agent and Syndication Agent....................................47

ARTICLE IX MISCELLANEOUS.........................................................................................47
         SECTION 9.01.              Amendments and Waivers.......................................................47
         SECTION 9.02.              Notices......................................................................48
         SECTION 9.03.              No Waiver; Cumulative Remedies...............................................48
         SECTION 9.04.              Survival of Representations and Warranties...................................49
         SECTION 9.05.              Payment of Expenses and Taxes................................................49
         SECTION 9.06.              Successors and Assigns; Participations and Assignments.......................50
         SECTION 9.07.              Adjustments; Set-off.........................................................52

<Page>

         SECTION 9.08.              Counterparts.................................................................53
         SECTION 9.09.              Severability.................................................................53
         SECTION 9.10.              Integration..................................................................53
         SECTION 9.11.              GOVERNING LAW................................................................53
         SECTION 9.12.              Submission To Jurisdiction; Waivers..........................................53
         SECTION 9.13.              Acknowledgements.............................................................54
         SECTION 9.14.              Release of Guarantors........................................................54
         SECTION 9.15.              Confidentiality..............................................................54
         SECTION 9.16.              WAIVERS OF JURY TRIAL........................................................54
         SECTION 9.17.              Waiver.......................................................................55
         SECTION 9.18.              Interest Rate Limitation.....................................................55
         SECTION 9.19.              Headings.....................................................................55

</Table>



<Page>

SCHEDULES:

<Table>

<S>                       <C>
Schedule 2.01        -     Lenders and Commitments
Schedule 3.06        -     Disclosed Matters
Schedule 3.07        -     Significant Subsidiaries
Schedule 5.01(c)     -     Compliance Calculations
Schedule 5.12        -     Subsidiary Guarantors


EXHIBITS:

Exhibit A            -     Form of Borrowing Request
Exhibit B            -     Form of Interest Election Request
Exhibit C            -     Form of Guarantee Agreement
Exhibit D            -     Form of Opinion of Borrower's General Counsel
Exhibit E            -     Form of Assignment and Acceptance
Exhibit F            -     Form of Exemption Certificate

</Table>


<Page>

     364-DAY CREDIT AGREEMENT dated as of September 28, 2001, among FEDEX
CORPORATION, the LENDERS party hereto, THE CHASE MANHATTAN BANK, as
Administrative Agent, CITICORP USA, INC. and BANK OF AMERICA, N.A., as
Co-Syndication Agents and BANK ONE, NA, COMMERZBANK A.G., BANK OF
TOKYO-MITSUBISHI TRUST COMPANY and THE ROYAL BANK OF SCOTLAND PLC, as
Co-Documentation Agents.

     The parties hereto agree as follows:

                                   ARTICLE I

                                  Definitions

     SECTION 1.01. DEFINED TERMS. As used in this Agreement, the following terms
have the meanings specified below:

     "ABR", when used in reference to any Loan or Borrowing, refers to whether
such Loan, or the Loans comprising such Borrowing, are bearing interest at a
rate determined by reference to the Alternate Base Rate.

     "ADJUSTED LIBO RATE" means, with respect to any Eurodollar Borrowing for
any Interest Period, an interest rate per annum (rounded upwards, if necessary,
to the next 1/16 of 1%) equal to (a) the LIBO Rate for such Interest Period
multiplied by (b) the Statutory Reserve Rate.

     "ADJUSTED NET INCOME" means, for any period on a consolidated basis in
accordance with GAAP, the income (loss) before income taxes of the Borrower and
its consolidated Subsidiaries for such period MINUS, to the extent included in
determining such income (loss) for such period, any net loss or gain realized in
connection with any sale or disposition of any asset (other than in the ordinary
course of business).

     "ADMINISTRATIVE AGENT" means The Chase Manhattan Bank, in its capacity as
administrative agent for the Lenders hereunder.

     "AFFILIATE" means, with respect to a specified Person, another Person that
directly, or indirectly through one or more intermediaries, Controls or is
Controlled by or is under common Control with the Person specified.

     "AGENTS" means the collective reference to the Co-Syndication Agents, the
Co-Documentation Agents and the Administrative Agent.

     "AGGREGATE EXPOSURE": with respect to any Lender at any time, an amount
equal to (a) until the Effective Date, the aggregate amount of such Lender's
Commitments at such time and (b) thereafter, the amount of such Lender's
Commitment then in effect or, if the Commitments have been terminated, the
amount of such Lender's Loans then outstanding. If any Lender shall have any
Term-Out Loans outstanding, such Lender shall, for purposes of determining its
Aggregate Exposure prior to the termination of the Commitments, be deemed to
have a Commitment equal to the aggregate principal amount of such Lender's
Term-Out Loans then outstanding.

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                                                                               2

     "AGGREGATE EXPOSURE PERCENTAGE": with respect to any Lender at any time,
the ratio (expressed as a percentage) of such Lender's Aggregate Exposure at
such time to the Aggregate Exposure of all Lenders at such time.

     "AGREEMENT" means this 364-Day Credit Agreement, as amended, supplemented
or otherwise modified from time to time.

     "ALTERNATE BASE RATE" means, for any day, a rate per annum equal to the
higher of (a) the Prime Rate in effect on such day or (b) the Federal Funds
Effective Rate in effect on such day plus 1/2 of 1%. Any change in the Alternate
Base Rate due to a change in the Prime Rate or the Federal Funds Effective Rate
shall be effective from and including the effective date of such change in the
Prime Rate or the Federal Funds Effective Rate, respectively.

     "APPLICABLE PERCENTAGE" means, with respect to any Lender, the percentage
of the total Commitments represented by such Lender's Commitment. If the
Commitments have terminated or expired, the Applicable Percentages shall be
determined based upon the Commitments most recently in effect, giving effect to
any assignments.

     "APPLICABLE RATE" means, for any day, with respect to any ABR Loan or
Eurodollar Loan, or with respect to the facility fees payable hereunder, as the
case may be, the applicable rate per annum set forth below under the caption
"ABR Spread", Eurodollar Spread" or "Facility Fee Rate", as the case may be,
based upon the ratings by Moody's and S&P, respectively, applicable on such date
to the Index Debt:

<Table>
<Caption>
=================================================================================================================
                                                                 ABR           EURODOLLAR        FACILITY FEE
   CATEGORY                 INDEX DEBT RATINGS                  SPREAD           SPREAD              RATE
   --------                 ------------------                  ------           ------              ----
-----------------------------------------------------------------------------------------------------------------
<S>                       <C>                                  <C>            <C>               <C>
  CATEGORY 1     Rating GREATER THAN OR EQUAL TO A- from S&P
  ----------     or GREATER THAN OR EQUAL TO A3 from Moody's      0%             0.300%             0.075%
-----------------------------------------------------------------------------------------------------------------
                          Rating = BBB+ from S&P
  CATEGORY 2              or = Baa1 from Moody's                  0%             0.400%             0.100%
  ----------
-----------------------------------------------------------------------------------------------------------------
                          Rating = BBB from S&P
  CATEGORY 3              or = Baa2 from Moody's                  0%             0.500%             0.125%
  ----------
-----------------------------------------------------------------------------------------------------------------
  CATEGORY 4              Rating = BBB- from S&P
  ----------              or = Baa3 from Moody's                  0%             0.825%             0.175%
-----------------------------------------------------------------------------------------------------------------
  CATEGORY 5              Rating < BBB- from S&P
  ----------              and < Baa3 from Moody's                0.150%          1.150%             0.225%
=================================================================================================================
</Table>

     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

<Page>

                                                                               3

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
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


<Page>

                                                                               4

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.

     "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 $250,000,000.

     "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


<Page>

                                                                               5

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 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


<Page>

                                                                               6

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

     "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.

     "CONVERSION DATE" has the meaning assigned to such term in Section 2.17.

     "CREDIT EXPOSURE" means, with respect to any Lender at any time, the sum of
the outstanding principal amount of such Lender's Loans (including Term-Out
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.


<Page>

                                                                               7

     "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 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.

     "EXTENDING LENDER" has the meaning assigned to such term in Section 2.17.

     "EXTENSION DATE" has the meaning assigned to such term in Section 2.17.

     "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.

     "FIVE-YEAR COMMITMENT" has the meaning attributed to the term "Commitment"
in the Five-Year Credit Agreement.


<Page>

                                                                               8

     "FIVE-YEAR CREDIT AGREEMENT" means the Five-Year Credit Agreement dated as
of the date hereof among the Borrower, the lenders party thereto and The Chase
Manhattan Bank, as administrative agent.

     "FIVE-YEAR GUARANTEE AGREEMENT" means that certain Guaranty of the
obligations under the Five-Year Credit Agreement of even date herewith, executed
by each Guarantor, substantially in the form of EXHIBIT C attached hereto.

     "FIVE-YEAR LOANS" has the meaning attributed to the term "Loans" in the
Five-Year Credit Agreement.

     "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.

     "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,


<Page>

                                                                               9

(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.

     "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, (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 and (iii) with respect to Term-Out Loans, the
initial Interest Period therefor may, at the Borrower's option, be a period
commencing on the day such Term-Out Loan is made or deemed made and ending on
the next succeeding day which is the last day of an Interest Period for any then
outstanding Loans. 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.

     "LAST RESPONSE DATE" has the meaning assigned to such term in Section 2.17.


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                                                                              10

     "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.

     "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.


<Page>
                                                                              11


     "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 27, 2002, as such date may be extended
pursuant to Section 2.17, or if such date is not a Business Day, the
preceding 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-EXTENDING LENDER" has the meaning assigned to such term in Section
2.17.

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

     "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).

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                                                                              12


     "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.

     "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.

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                                                                              13


     "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.

     "REPLACEMENT LENDER" has the meaning assigned to such term in Section
2.17.

     "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 outstanding (if any
Lender shall have any Term-Out Loans outstanding prior to the termination of
the Commitments, such Lender shall, for purposes of this definition, be
deemed to have a Commitment equal to the aggregate principal amount of such
Lender's Term-Out Loans then outstanding).

     "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 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.

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                                                                              14


     "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.

     "TERM-OUT LOAN" has the meaning assigned to such term in Section 2.17.

     "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.

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                                                                              15


     "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 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

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                                                                              16


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 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

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                                                                              17


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 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.

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                                                                              18


     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;

         (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

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                                                                              19


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.

     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

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                                                                              20


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 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. Once prepaid, Term-Out Loans may not be
reborrowed.

     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 Five-Year 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 Five-Year 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

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                                                                              21

outstanding Five-Year 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% 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:

<Page>
                                                                              22


         (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;

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;

<Page>
                                                                              23


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 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

<Page>
                                                                              24


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-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

<Page>
                                                                              25


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) 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

<Page>

                                                                              26

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 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.

     SECTION 2.17. EXTENSION OF MATURITY DATE; TERM-OUT OPTION. At least 30 days
but not more than 60 days prior to the Maturity Date in effect at any time, the
Borrower may, by written notice to the Administrative Agent (which notice the
Administrative Agent shall promptly transmit to each Lender), request that each
Lender agree to an extension of the Maturity Date in


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                                                                              27

effect at such time for a period of 364 days from its then scheduled expiration.
Each Lender shall respond to such extension request (each such response being
delivered to the Administrative Agent) not earlier than 30 days but at least 15
days (such date, the "LAST RESPONSE DATE") prior to such Maturity Date, with the
failure of any Lender to respond being deemed to be a negative response. Each
Lender shall decide in its sole discretion whether or not to agree to such
extension of the Maturity Date. Lenders consenting to extend the then applicable
Maturity Date are hereinafter referred to as "EXTENDING LENDERS", and Lenders
declining to consent to extend such Maturity Date (or Lenders deemed to have so
declined) are hereinafter referred to as "NON-EXTENDING LENDERS". In the event
that there are one or more Non-Extending Lenders, the Borrower may elect, with
respect to any such Non-Extending Lender, on or before the date which is 10 days
prior to the Maturity Date then in effect (the "REPLACEMENT DATE"), to provide,
with the consent of the Administrative Agent (which consent shall not be
unreasonably withheld), another bank or financial institution or entity
("REPLACEMENT LENDER") to acquire the Commitment of, and Loans owing to, such
Non-Extending Lender, which assignment of such Non-Extending Lender's Commitment
and Loans shall be effected pursuant to an Assignment and Acceptance executed by
such Non-Extending Lender, such Replacement Lender, the Borrower and the
Administrative Agent. On the Business Day next following the Last Response Date,
the Administrative Agent shall advise the Borrower of each Lender's response,
whereupon the Borrower shall, on or prior to the Replacement Date, determine and
so advise the Administrative Agent either (a) not to have the Maturity Date
extended or (b) to have the Maturity Date extended. If the Borrower so elects to
extend the Maturity Date, and so long as no Default or Event of Default is in
existence at such time and subject to the next succeeding sentence, then each
Extending Lender and Replacement Lender shall be deemed to have agreed (such
agreement to become effective on the then effective Maturity Date (each such
date an "EXTENSION DATE")) to cause the Maturity Date to be extended as to each
such Lender until the date which is 364 days after the then effective Maturity
Date. In the event, on the Replacement Date, Extending Lenders (together with
Replacement Lenders, if applicable) do not, in the aggregate, hold at least
66 2/3rd% of the outstanding Commitments, no extension of any Lender's
Commitment pursuant to this Section 2.17 shall become effective and the
Borrower may, at its option by written notice to the Administrative Agent no
later than 5 days prior to the Maturity Date then in effect, elect to convert
on such Maturity Date ("CONVERSION DATE") the outstanding Loans of all
Lenders into term loans ("TERM-OUT LOANS") which shall be due and payable on
the first anniversary of the Conversion Date (but in no event later than the
Maturity Date (as defined in the Five-Year Credit Agreement) of the Five-Year
Loans). The Maturity Date may be extended for successive periods of 364 days
pursuant to this Section 2.17 but in no event shall any Maturity Date extend
beyond the Maturity Date(as defined in the Five-Year Credit Agreement) of the
Five-Year Loans. In the event the Maturity Date is extended in accordance
with this Section 2.17, the Commitment of any Non-Extending Lender shall
terminate on the Maturity Date without giving effect to such proposed
extension, and the Borrower shall on such date pay to the Administrative
Agent, for the account of such Non-Extending Lender, the principal amount of,
and accrued interest on, such Non-Extending Lender's Loans, together with any
amounts payable to such Non-Extending Lender pursuant to Sections 2.11, 2.12
and 2.13 and any fees or other amounts owing to such Non-Extending Lender
under this Agreement; PROVIDED that if such Non-Extending Lender has been
replaced then such provisions shall not apply to such Non-Extending Lender.
The aggregate amount of the Commitments shall be reduced by the amount of the
Commitment of such Non-Extending Lender to the extent the Commitment of such
Non-Extending Lender has not been transferred to one or more Replacement
Lenders pursuant to this Section 2.17.

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                                                                              28

                                   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 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.


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                                                                              29

     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 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

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                                                                              30

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 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.

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                                                                              31

     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 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.


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                                                                              32

     (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.

                                   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

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                                                                              33

     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

          (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.

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                                                                              34

     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
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

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                                                                              35

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.

     (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

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                                                                              36

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 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;

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                                                                              37

          (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 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.

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                                                                              38

     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;

          (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:

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                                                                              39

          (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 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;

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                                                                              40

          (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 Five-Year 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;

          (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;


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                                                                              41


     (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 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

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                                                                              42


     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
     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;

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                                                                              43


          (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.;

          (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

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                                                                              44


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.

     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,

<Page>
                                                                              45


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 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

<Page>
                                                                              46


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 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.

<Page>
                                                                              47


     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 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

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                                                                              48


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:

<Table>

     <S>                                   <C>
     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
</Table>

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;

<Page>
                                                                              49

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 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,

<Page>
                                                                              50


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, 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

<Page>
                                                                              51


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 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

<Page>
                                                                              52


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 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.

<Page>
                                                                              53


     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.

     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.

<Page>
                                                                              54


      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

     (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.

<Page>
                                                                              55


     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, 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]
<Page>

     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



<Page>


                                     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



<Page>


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


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




<Page>


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


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



<Page>


                                     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



<Page>


                                     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



<Page>


                                     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



<Page>


                                     THE BANK OF NOVA SCOTIA,
                                     as a Lender


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



<Page>


                                     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




<Page>


                                     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



<Page>


                                     MELLON BANK, N.A., as a Lender


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



<Page>


                                     SUMITOMO MITSUI BANKING CORPORATION,
                                     as a Lender


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



<Page>


                                     REGIONS BANK, as a Lender


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



<Page>


                                     THE INDUSTRIAL BANK OF JAPAN, LIMITED,
                                     as a Lender


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



<Page>


                                     KEYBANK NATIONAL ASSOCIATION,
                                     as a Lender


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



<Page>


                                     MERRILL LYNCH BANK USA,
                                     as a Lender


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



<Page>


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


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



<Page>


                                     AMSOUTH BANK, as a Lender


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



<Page>


                                     THE BANK OF NEW YORK,
                                     as a Lender


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



<Page>


                                     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




<Page>


                                     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



<Page>


                                     THE FIFTH THIRD BANK,
                                     as a Lender


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



<Page>


                                     FIRST TENNESSEE BANK NATIONAL
                                     ASSOCIATION, as a Lender


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



<Page>


                                     FIRST UNION NATIONAL BANK,
                                     as a Lender


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



<Page>


                                     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



<Page>


                                     THE NORTHERN TRUST COMPANY,
                                     as a Lender


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



<Page>


                                     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



<Page>


                                     SUNTRUST BANK, INC.,
                                     as a Lender


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


<Page>

                                                                   SCHEDULE 2.01


                             LENDERS AND COMMITMENTS

<Table>
<Caption>

Names of Lenders                                         Commitments
---------------                                          -----------
<S>                                                      <C>
THE CHASE MANHATTAN BANK                                 $ 17,500,000

BANK OF AMERICA, N.A.                                    $ 15,000,000

BANK OF TOKYO-MITSUBISHI TRUST COMPANY                   $ 15,000,000

BANK ONE, NA.                                            $ 15,000,000

CITICORP USA, INC.                                       $ 15,000,000

COMMERZBANK AG, NEW YORK AND                             $ 15,000,000
    GRAND CAYMAN BRANCHES

THE ROYAL BANK OF SCOTLAND PLC                           $ 15,000,000

KBC BANK N.V.                                            $ 10,000,000

KREDITANSTALT FUR WIEDERAUFBAU                           $ 10,000,000

MELLON BANK, N.A.                                        $ 10,000,000

SUMITOMO MITSUI BANKING CORPORATION                      $ 10,000,000

THE BANK OF NOVA SCOTIA                                  $ 10,000,000

KEYBANK NATIONAL ASSOCIATION                             $  7,500,000

MERRILL LYNCH BANK USA                                   $  7,500,000

REGIONS BANK                                             $  7,500,000

THE INDUSTRIAL BANK OF JAPAN, LIMITED                    $  7,500,000

UNION PLANTERS BANK, N.A.                                $  7,500,000

AMSOUTH BANK                                             $  5,000,000

CREDIT SUISSE FIRST BOSTON                               $  5,000,000

DEUTSCHE VERKEHRSBANK AG                                 $  5,000,000

FIRST TENNESSEE BANK NATIONAL ASSOCIATION                $  5,000,000

FIRST UNION NATIONAL BANK                                $  5,000,000

<Page>

INTESABCI, NEW YORK BRANCH                               $  5,000,000

SUNTRUST BANK, INC.                                      $  5,000,000

THE BANK OF NEW YORK                                     $  5,000,000

THE FIFTH THIRD BANK                                     $  5,000,000

THE NORTHERN TRUST COMPANY                               $  5,000,000

THE SANWA BANK LIMITED, NEW YORK BRANCH                  $  5,000,000
---------------------------------------                  ------------

Total:                                                   $250,000,000
</Table>

<Page>

                                                                   SCHEDULE 3.06


                                DISCLOSED MATTERS
                               (SEE SECTION 3.06)


                                      NONE
<Page>

                                                                   SCHEDULE 3.07


                            SIGNIFICANT SUBSIDIARIES
                               (SEE SECTION 3.07)

<Table>
<Caption>

                  Significant                        Percent           Jurisdiction of                Address of Registrant
                  Subsidiary                        Ownership           Organization             Guarantor's Executive Offices
                  ----------                        ---------           ------------             -----------------------------
       <S>                                          <C>                <C>                       <C>
                                                                                                      3610 Hacks Cross Road
          Federal Express Corporation                  100%                Delaware                     Memphis, TN 38125

                                                                                                        1000 FedEx Drive
       FedEx Ground Package System, Inc.               100%                Delaware                  Moon Township, PA 15108

                                                                                                       5895 Explorer Drive
        Federal Express Canada Ltd.1                   100%                 Canada                Mississauga, Ontario L4W 5K6

                                                                                                  6075 Poplar Avenue, Suite 300
          FedEx Freight System, Inc.                   100%                Delaware                     Memphis, TN 38119

                                                                                                       2200 Forward Drive
         American Freightways, Inc.2                   100%                Arkansas                    Harrison, AR 72601

                                                                                                    6411 Guadalupe Mines Road
            Viking Freight, Inc.3                      100%               California                   San Jose, CA 95120
</Table>

--------------
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.

<Page>

                                                                SCHEDULE 5.01(c)


                             COMPLIANCE CALCULATIONS
                              (SEE SECTION 5.01(c))


                                  SEE ATTACHED
<Page>

                                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

<Table>
<Caption>

                                                1st Qtr.      2nd Qtr.     3rd Qtr.    4th Qtr.
<S>                                             <C>           <C>          <C>         <C>
                                                FY __         FY __        FY __       FY __
Total Funded Debt (sum)                         $_____        $_____       $_____      $_____
                                                $_____        $_____       $_____      $_____
Capitalized Operating Lease Value*              $_____        $_____       $_____      $_____
Total Defined Debt                              $_____        $_____       $_____      $_____

Total Defined Debt                              $_____        $_____       $_____      $_____
Consolidated Adjusted Net Worth                 $_____        $_____       $_____      $_____
Total Defined Capitalization                    $_____        $_____       $_____      $_____


Defined Capitalization Ratio**                  _____         _____        _____       _____

Maximum Defined Capitalization Ratio            0.70          0.70         0.70        0.70

Total Additional Defined Debt Allowed           $_____        $_____       $_____      $_____
</Table>

 * 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.

<Page>

                                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

<Table>
<Caption>

Prior Fiscal Year Detail                        1st Qtr.      2nd Qtr.     3rd Qtr.    4th Qtr.
<S>                                             <C>           <C>          <C>         <C>
                                                FY __         FY __        FY __       FY __
Adjusted Net Income                             $_____        $_____       $_____      $_____
Interest Expense                                $_____        $_____       $_____      $_____
Rent Expense                                    $_____        $_____       $_____      $_____
Consolidated Cash Flow*                         $_____        $_____       $_____      $_____

Interest Expense                                $_____        $_____       $_____      $_____
Rent Expense                                    $_____        $_____       $_____      $_____
Total Fixed Charges**                           $_____        $_____       $_____      $_____

Current Fiscal Year Detail                      1st Qtr.      2nd Qtr.     3rd Qtr.    4th Qtr.
                                                FY __         FY __        FY __       FY __
Adjusted Net Income                             $_____        $_____       $_____      $_____
Interest Expense                                $_____        $_____       $_____      $_____
Rent Expense                                    $_____        $_____       $_____      $_____
Consolidated Cash Flow                          $_____        $_____       $_____      $_____

Interest Expense                                $_____        $_____       $_____      $_____
Rent Expense                                    $_____        $_____       $_____      $_____
Total Fixed Charges                             $_____        $_____       $_____      $_____

                                                1st Qtr.      2nd Qtr.     3rd Qtr.    4th Qtr.
                                                FY __         FY __        FY __       FY __
12 Month Consolidated Cash Flow                 $_____        $_____       $_____      $_____
Divided By:
12 Month Total Fixed Charges                    $_____        $_____       $_____      $_____
Equals:
Fixed Charge Coverage                           $_____        $_____       $_____      $_____

Minimum Fixed Charge Coverage Ratio             1.25          1.25         1.25        1.25

12 Month Consolidated Cash Flow Over/(Under)    $_____        $_____       $_____      $_____
</Table>

 * 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.

<Page>

                                                                   SCHEDULE 5.12


                              SUBSIDIARY GUARANTORS

<Table>
<Caption>

                                                           Jurisdiction of          Address of Subsidiary's
                      Subsidiary                             Organization              Executive Offices
                      ----------                             ------------              -----------------
    <S>                                                    <C>                      <C>
                                                                                        2200 Forward Drive
              American Freightways, Inc.                       Arkansas                 Harrison, AR 72601

                                                                                      7304 West Market Street
        Caribbean Transportation Services, Inc.                Delaware                Greensboro, NC 27409

                                                                                       3610 Hacks Cross Road
              Federal Express Corporation                      Delaware                  Memphis, TN 38125

                                                                                        215-225 Euston Road
                                                                                            Alexandria
         Federal Express (Australia) Pty. Ltd.                Australia                 NSW 2015 Australia

                                                                                       3610 Hacks Cross Road
    Federal Express Aviation Services, Incorporated            Delaware                  Memphis, TN 38125

                                                                                        5895 Explorer Drive
              Federal Express Canada Ltd.                       Canada             Mississauga, Ontario L4W 5K6

                                                                                       3610 Hacks Cross Road
             Federal Express Europe, Inc.                      Delaware                  Memphis TN 38125

         Federal Express Europe, Inc. & Co.,                                           Airport Building 119
                V.O.F./S.N.C.                                  Belgium                1820 Melsbroek, Belgium

                                                                                       3610 Hacks Cross Road
             Federal Express Holdings S.A.                     Delaware                  Memphis, TN 38125

                                                                                    Calle Insurgentes; Sur 899
       Federal Express Holdings (Mexico) y                                                Napoles 03810
              Compania S.N.C. de C.V.                          Mexico                  Mexico D.F., Mexico

                                                                                  125/135 Av. Louis Roche 92230,
      Federal Express International (France) SNC               France                     Gennevilliers

                                                                                       3610 Hacks Cross Road
          Federal Express International, Inc.                  Delaware                  Memphis, TN 38125

                                                                                          Kyodo Building
                                                                                           16 Ichibancho
                                                                                            Chiyoda-Ku
              Federal Express Japan K.K.                        Japan                  Tokyo 102-0082 Japan
</Table>

<Page>

<Table>
<Caption>

                                                           Jurisdiction of          Address of Subsidiary's
                      Subsidiary                             Organization              Executive Offices
                      ----------                             ------------              -----------------
    <S>                                                    <C>                      <C>
                                                                                       3610 Hacks Cross Road
             Federal Express Pacific, Inc.                     Delaware                  Memphis, TN 38125

                                                                                       3 Khaki Bukit Road #2
                                                                                         Block A, Unit 3E
                                                                                      Eunos Warehouse Complex
         Federal Express (Singapore) Pte. Ltd.                Singapore                  Singapore 417837

                                                                                          Havensite Mall
                                                                                         Charlotte Amalie
                                                                                            St. Thomas,
         Federal Express Virgin Islands, Inc.            U.S. Virgin Islands            U.S. Virgin Islands

                                                                                      942 S. Shady Grove Road
            FedEx Corporate Services, Inc.                     Delaware                  Memphis, TN 38120

                                                                                     2088 South Arlington Road
              FedEx Custom Critical, Inc.                        Ohio                     Akron, OH 44306

                                                                                   6075 Poplar Avenue, Suite 300
              FedEx Freight System, Inc.                       Delaware                  Memphis, TN 38119

                                                                                         1000 FedEx Drive
           FedEx Ground Package System, Inc.                   Delaware               Moon Township, PA 15108

                                                                                   3930 Nashua Drive, Suite 201
           FedEx Ground Package System, Ltd.                   Wyoming             Mississauga, Ontario L4V 1M5

                                                                                         5455 Darrow Road
           FedEx Supply Chain Services, Inc.                     Ohio                    Hudson, OH 44236

                                                                                   6075 Poplar Avenue, Suite 434
              FedEx Trade Networks, Inc.                       Delaware                  Memphis, TN 38119

                                                                                        128 Dearborn Street
            Tower Group International, Inc.                    New York                  Buffalo, NY 14207

                                                                                   5915 Airport Rd., Suite 1100
         Tower Group International Canada Inc.                  Canada             Mississauga, Ontario LV4 1T1

                                                                                     6411 Guadalupe Mines Road
                 Viking Freight, Inc.                         California                San Jose, CA 95120

                                                                                 220 Montgomery Street, Suite 448
                 World Tariff, Limited                        California              San Francisco, CA 94101
</Table>

<Page>


                                                                       EXHIBIT A


                            FORM OF BORROWING REQUEST


     Pursuant to Section 2.03 of the 364-Day 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.



<Page>


     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:


<Page>


                                                                       EXHIBIT B


                        FORM OF INTEREST ELECTION REQUEST


                  Pursuant to subsection 2.05(b) of the 364-Day 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)


<Page>

                                                                               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:


<Page>

                                                                       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 364-Day
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

<Page>

                                                                               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;


<Page>

                                                                               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;


<Page>

                                                                               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

<Page>

                                                                               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.


<Page>

                                                                               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

<Page>

                                                                               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

<Page>

                                                                               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.


<Page>

                                                                               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:


<Page>


                             SCHEDULE I TO GUARANTY
<Table>
<Caption>
                                                 Jurisdiction of            Address of Subsidiary's
               Subsidiary                         Organization                Executive Offices
               ----------                        ---------------              -----------------
<S>                                             <C>                       <C>
                                                                              2200 Forward Drive
       American Freightways, Inc.                    Arkansas                 Harrison, AR 72601

                                                                           7304 West Market Street
       Caribbean Transportation                      Delaware               Greensboro, NC 27409
            Services, Inc.
                                                                            3610 Hacks Cross Road
      Federal Express Corporation                    Delaware                 Memphis, TN 38125

                                                                             215-225 Euston Road
                                                                                 Alexandria
  Federal Express (Australia) Pty Ltd.               Australia               NSW 2015 Australia

      Federal Express Aviation                                             3610 Hacks Cross Road
       Services, Incorporated                        Delaware                Memphis, TN 38125

                                                                             5895 Explorer Drive
      Federal Express Canada Ltd.                    Canada              Mississauga, Ontario L4W 5K6

                                                                             3610 Hacks Cross Road
      Federal Express Europe, Inc.                   Delaware                  Memphis, TN 38125

     Federal Express Europe, Inc. &                                          Airport Building 119
           Co., V.O.F./S.N.C.                        Belgium               1820 Melsbroek, Belgium

                                                                            3610 Hacks Cross Road
     Federal Express Holdings S.A.                   Delaware                 Memphis, TN 38125

                                                                              Calle Insurgentes
                                                                                   Sur 899
      Federal Express Holdings                                                 Napoles 03810
  (Mexico) y Compania S.N.C. de C.V.                 Mexico                  Mexico D.F., Mexico
                                                                           125/135 Av. Louis Roche
   Federal Express International                                                     92230,
            (France) SNC                             France                      Gennevilliers

                                                                             3610 Hacks Cross Road
  Federal Express International, Inc.                Delaware                  Memphis, TN 38125

                                                                                 Kyodo Building
                                                                                  16 Ichibancho
                                                                                    Chiyoda-Ku
       Federal Express Japan K.K.                    Japan                    Tokyo 102-0082 Japan

                                                                              3610 Hacks Cross Road
     Federal Express Pacific, Inc.                   Delaware                    Memphis, TN 38125

</Table>


<Page>

                                                                               2

<Table>
<Caption>
                                                 Jurisdiction of                Address of Subsidiary's
               Subsidiary                         Organization                     Executive Offices
               ----------                        ---------------                   -----------------
<S>                                             <C>                           <C>
                                                                                  3 Khaki Bukit Road #2
                                                                                     Block A, Unit 3E
                                                                                 Eunos Warehouse Complex
 Federal Express (Singapore) Pte. Ltd.              Singapore                        Singapore 417837

                                                                                      Havensite Mall
                                                                                     Charlotte Amalie
                                                                                       St. Thomas,
  Federal Express Virgin Islands, Inc.         U.S. Virgin Islands                 U.S. Virgin Islands

                                                                                 942 S. Shady Grove Road
     FedEx Corporate Services, Inc.                  Delaware                       Memphis, TN 38120

                                                                                2088 South Arlington Road
      FedEx Custom Critical, Inc.                      Ohio                          Akron, OH 44306

                                                                              6075 Poplar Avenue, Suite 300
       FedEx Freight System, Inc.                    Delaware                       Memphis, TN 38119

                                                                                     1000 FedEx Drive
   FedEx Ground Package System, Inc.                 Delaware                    Moon Township, PA 15108

                                                                               3930 Nashua Drive, Suite 201
   FedEx Ground Package System, Ltd.                 Wyoming                   Mississauga, Ontario L4V 1M5

                                                                                     5455 Darrow Road
   FedEx Supply Chain Services, Inc.                   Ohio                          Hudson, OH 44236

                                                                              6075 Poplar Avenue, Suite 434
       FedEx Trade Networks, Inc.                    Delaware                       Memphis, TN 38119

                                                                                   128 Dearborn Street
    Tower Group International, Inc.                  New York                       Buffalo, NY 14207

                                                                               5915 Airport Rd., Suite 1100
 Tower Group International Canada Inc.                Canada                   Mississauga, Ontario LV4 1T1

                                                                                6411 Guadalupe Mines Road
          Viking Freight, Inc.                      California                      San Jose, CA 95120

                                                                             220 Montgomery Street, Suite 448

         World Tariff, Limited                      California                   San Francisco, CA 94101

</Table>


<Page>


                               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:


<Page>



                                                                       EXHIBIT E


                        FORM OF ASSIGNMENT AND ACCEPTANCE


     Reference is made to the 364-Day 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

<Page>

                                                                               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.


<Page>


                                   Schedule 1
                to Assignment and Acceptance with respect to the
            364-Day 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: _________________

<Table>
<Caption>
                                                       Principal                             Commitment
       Credit Facility Assigned                     Amount Assigned                      Percentage Assigned
       ------------------------                     ---------------                      -------------------
<S>                                                <C>                                  <C>

                                                      $----------                         ----.----------%


[Name of Assignee]                                           [Name of Assignor]


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

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

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:
</Table>


<Page>

                                                                       EXHIBIT F


                          FORM OF EXEMPTION CERTIFICATE


     Reference is made to the 364-Day 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: ____________________