EXHIBIT 10.1


 


AMENDMENT


 


THIS AMENDMENT (“Amendment”) dated the 26th day of
October, 2005, amends the Transportation Agreement dated as of January 10,
2001 (the “Agreement”) between The United States Postal Service (“USPS”) and
Federal Express Corporation (“FedEx”).


 


Preamble


 


WHEREAS, USPS and FedEx entered into the Agreement in
order to provide for the transportation and delivery of the Products (as such
term is defined in the Agreement);


 


WHEREAS, the parties now desire to amend certain
provisions of the Agreement to provide an expansion of the Products as stated
below;


 


NOW, THEREFORE, in consideration of the mutual
covenants and agreements contained in this Amendment, the parties agree as
follows:


 


1.                                       FedEx agrees to provide a dedicated DC-10
charter service for the purpose of transporting periodic USPS shipments from
[  * 
] to [  *  ] and a return trip to [  *  ] (“Charter
Service”).  FedEx agrees to provide the
Charter Service for the USPS on a mutually agreed schedule.


 


2.                                       USPS agrees to pay FedEx the amount of
[  * 
] for each roundtrip Charter Service. 
FedEx shall invoice such amounts in accordance with the supplemental
billing process provided for in the Agreement.


 


3.                                       Either party may terminate the Charter
Services provided under this Amendment on thirty (30) days prior written notice
to the other party.


 


4.                                       All capitalized terms not otherwise
defined in this Amendment shall have the meanings set forth in the Agreement.


 


5.                                       Except as amended by this Amendment, the
terms and conditions of the Agreement shall remain in full force and effect and
are ratified and confirmed in all respects.


 


IN WITNESS WHEREOF, the parties have signed this Amendment in
duplicate, one for each of the Parties, as of October 26, 2005.


 


	
   

  	
  THE UNITED STATES POSTAL SERVICE

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ CHARLES A. PAWLUS

  	
   

  
	
   

  	
  Title:  Purchasing and Supply
  Management Specialist

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  FEDERAL EXPRESS CORPORATION

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ PAUL J. HERRON

  	
   

  
	
   

  	
  Title:  VP – Postal
  Transportation

  
	
   

  	
   

  



 










*                 Blank spaces
contained confidential information which has been filed separately with the
Securities and Exchange Commission pursuant to Rule 24b-2 under the
Securities Exchange Act of 1934, as amended.


 





















 


AMENDMENT


 


THIS AMENDMENT (“Amendment”) dated the 26th day of
October, 2005, amends the Transportation Agreement dated as of January 10,
2001 (the “Agreement”) between The United States Postal Service (“USPS”) and
Federal Express Corporation (“FedEx”).


 


Preamble


 


WHEREAS, USPS and FedEx entered into the Agreement in
order to provide for the transportation and delivery of the Products (as such
term is defined in the Agreement);


 


WHEREAS, the parties now desire to amend certain
provisions of the Agreement to provide an expansion of the Products as stated
below;


 


NOW, THEREFORE, in consideration of the mutual covenants
and agreements contained in this Amendment, the parties agree as follows:


 


1.                                       FedEx agrees to provide terminal handling
services for certain USPS shipment volume commencing November 30, 2005 and
terminating December 24, 2005 (“Terminal Handling Services”). The Terminal
Handling Services are more particularly described on Attachment 1.


 


2.                                       USPS agrees to pay FedEx a Package
Handling Fee for performance of the Terminal Handling Services.  The parties agree that the volume which is
processed pursuant to this Agreement will not count toward any Minimum Volume
Requirements under the Agreement or Addenda.


 


3.                                       All capitalized terms not otherwise
defined in this Amendment shall have the meanings set forth in the Agreement.


 


4.                                       Except as amended by this Amendment, the
terms and conditions of the Agreement shall remain in full force and effect and
are ratified and confirmed in all respects.


 


IN WITNESS WHEREOF, the parties have signed this Amendment in
duplicate, one for each of the Parties, as of October 26, 2005.


 


	
   

  	
  THE UNITED STATES POSTAL SERVICE

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ CHARLES A. PAWLUS

  	
   

  
	
   

  	
  Title:  Purchasing and Supply
  Management Specialist

  
	
   

  	
   

  
	
   

  	
  FEDERAL EXPRESS CORPORATION

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ PAUL J. HERRON

  	
   

  
	
   

  	
  Title:  VP – Postal
  Transportation

  



 





















 


ATTACHMENT 1


 


The
FedEx Memphis Hub will perform a truck interface operation with the four USPS
747 charter aircraft. This operation will consist of trucks from approximately
[  * 
] origins feeding volume into the Memphis Hub for [  *  ].
The offshore markets will also be sending return volume for the [  *  ]
trucks markets. The charter aircraft operations will begin with an outbound
launch on Nov 30, 2005 consisting of one 747 to [  *  ].
This aircraft will operate week 1 of the Dec 2006 schedule block. Trucking
operations from the [  *  ] participating locations and additional
charter aircraft operations will begin Dec 6, 2005. The additional aircraft
will consist of an aircraft to [  *  ] and an additional aircraft to [  *  ].
All four aircraft shall make return trips to Memphis. The last day for truck
inbound and outbound to and from Memphis for volume will be Dec 23, 2005.


 


FedEx
will offload the USPS shipment volume from USPS trucks, process it pursuant to
the terms of the Agreement and load volume into FedEx ULD’s (with the exception
of the charter which is destined from [ 
*  ], which is an airport to
airport movement outside of the FedEx operations.  FedEx will not provide containers for this
flight leg.)  Finally, FedEx will move
the ULD’s to the USPS charter aircraft for transport.  The USPS will provide trailers for the
foregoing movements.  FedEx will take volume from the USPS THS
provider (which was offloaded from USPS offshore aircraft) and FedEx will load
such volume onto USPS surface transportation.


 


The
last day for aircraft charter operations will be inbound to MEM from all
offshore markets on Dec 24, 2005. Normal FedEx operations and movement of
offshore volume will resume for the outbound on Dec 24, 2005.  The four 747 aircraft begin their first leg
of operations from the MEM airport to [ 
*  ].  To prevent an imbalance in ULD container
movements, the final leg for each flight must be at the MEM airport.


 


 










*                 Blank spaces
contained confidential information which has been filed separately with the
Securities and Exchange Commission pursuant to Rule 24b-2 under the
Securities Exchange Act of 1934, as amended.