FEDEX CORPORATION (a Delaware corporation) FORM OF UNDERWRITING AGREEMENT (DEBT SECURITIES)Underwriting Agreement • August 2nd, 2006 • Federal Express Europe Inc • Air courier services • New York
FedEx Corporation, a Delaware corporation (the “Company”), may, alone or together with Federal Express Corporation (“FedEx Express”), FedEx Ground Package System, Inc., FedEx Freight Corporation, FedEx Freight East, Inc. and FedEx Kinko’s Office and Print Services, Inc. (collectively, the “Significant Guarantors” and, together with each subsidiary of the Company that pursuant to the terms of the Indenture referred to below guarantees the Company’s obligations under such Indenture, the “Guarantors”), enter into one or more underwriting agreements that provide for the sale of designated securities to the several underwriters named therein. The standard provisions set forth herein shall be incorporated by reference in any such underwriting agreement (an “Underwriting Agreement”). The Underwriting Agreement, including the provisions incorporated therein by reference, is herein referred to as this Agreement. Terms defined in the Underwriting Agreement are used herein as therein defined.
