Exhibit 10.1


 


AMENDMENT


 


THIS AMENDMENT (“Amendment”) effective as of the 3rd
day of September, 2003, 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;


 


WHEREAS, the parties previously amended certain
provisions of the Agreement to provide an expansion of the Products as stated
below;


 


WHEREAS, the parties wish to expand the provision of
FedEx Services to include an additional sort location for Product on the terms
and conditions provided below;


 


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


 


1.               For
purposes of the Agreement, the parties agree that the following terms shall
have the following meaning:


 


“HEX 84” means [ * ].


 


“Sort Location” means a FedEx ramp or hub at which
sorting of Handling Units and other cargo takes place.


 


2.               Commencing
September 3, 2003, FedEx shall add [ * ] as a Sort Location for the
Day-Turn Operations.  USPS agrees to
affix on those Handling Units destined for sort in [ * ] a D&R Tag which bears
an URSA code indicating [ * ] as the correct Sort Location.  USPS shall continue to affix those Handling
Units destined for sort in [ * ] with a D&R Tag which bears an URSA code
indicating [ * ] as the correct Sort Location. If USPS errs by tendering to
FedEx for transport to [ * ] a Handling Unit destined to its [ * ], FedEx shall
perform [ * ] designated as a HEX 84 on each such Handling Unit and charge USPS
a fee as provided in paragraph 4., below. 
If FedEx errs by mistakenly transporting a Handling Unit to [ * ]
instead of [ * ], no HEX 84 scan will be applied and the fee referenced in
paragraph 4. will not be charged.


 


3.               Section 8.5
of the Agreement shall be amended to add the following new sentence:


 


[ * ]


 


4.               USPS
agrees to pay a fee for each Handling Unit which receives a HEX 84 scan.  This fee shall be based on the then current
Day System pricing as provided in Exhibit B and calculated as follows:


 


[ * ]


 


 












*                 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.


 

















 


FedEx shall invoice the [
* ] rate based on [ * ].  For example,
if the volume for the Schedule Period has reached [ * ], the [ * ] for
such calculation shall be in [ * ]. 
FedEx shall invoice USPS monthly for these fees in accordance with the
Supplemental Billing process set forth in Exhibit B of the Agreement.


 


5.               The
letter agreement between USPS and FedEx dated [ * ] is amended to add the [ * ]
as a location for FedEx’s operation of a [ * ].  All terms of such letter agreement shall apply to the operation
of such unit [ * ]; provided, however, that FedEx will not relabel any Handling
Unit which has received a HEX 84 scan.


 


6.               The
USPS may terminate the provisions of this Amendment after providing FedEx with
sixty (60) days prior written notice.


 


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


 


8.               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 November 21, 2003.


 


	
   

  	
   

  	
   

  	
   

  	
  THE UNITED STATES POSTAL SERVICE

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
  /s/ CHARLES A. PAWLUS

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
   Purchasing & 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.


 

















 


SECOND AMENDMENT TO THIRD ADDENDUM


 


THIS SECOND AMENDMENT TO
THIRD ADDENDUM (“Amendment”) dated the 21st day of November, 2003, amends the
Third Addendum to the Transportation Agreement dated as of January 30,
2003 (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 of
certain Products (as such term is defined in the Agreement”),


 


WHEREAS, the parties now
desire to amend certain provisions of the Third Addendum to the Agreement as
more specifically set forth in this Amendment.


 


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


 


1.               Definitions 



 


For the purposes of this Amendment, capitalized
terms used as defined terms and not otherwise defined in this Amendment shall
have the meanings outlined in the Agreement and the Third Addendum.  


 


2.               Saturday Volume


 


Attachment 1 of the
Agreement is hereby modified for the remaining Term of the Interim Period which
ends May 30, 2004, as follows:


 


[ * ]


 


 












*                 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.


 

















 


3.               Except as amended
by this Amendment, the terms and conditions of the Agreement and Third Addendum
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 November 21, 2003.


 


	
   

  	
   

  	
   

  	
   

  	
   

  	
  THE UNITED STATES POSTAL SERVICE

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  By:

  	
  /s/ CHARLES A. PAWLUS

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
   Purchasing & Supply Management Specialist

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  FEDERAL EXPRESS CORPORATION

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  By:

  	
  /s/ PAUL J. HERRON

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
   VP – Postal Transportation