Exhibit
10.1


 


AMENDMENT


 


THIS AMENDMENT
(“Amendment”) dated the 30th day of August, 2004, 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 FedEx Services (as
such term is defined in the Agreement),


 


WHEREAS, the
parties now desire to amend certain provisions of 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 to the following changes which will become
effective August 30, 2004 :


 


1.                                       The
definition of “Handling Unit” as set forth in Article 1 of the Agreement
is deleted in its entirety and the following new definition is substituted in
lieu thereof:


 


“Handling Unit” means a
ULD, Mailbag, Tub, Mail Tray or Outside that is individually processed by
FedEx.  The term “Handling Unit” does
not include the contents of a By-pass ULD.”


 


2.                                       The
definition of “Partial ULD” as set forth in Article 1 of the Agreement is
deleted in its entirety and the following new definition is substituted in lieu
thereof:


 


“Partial ULD” means a ULD
that is used to convey loose Handling Units from the AMC to the FedEx ramp.”


 


3.                                       Section 5.1.1
of Exhibit A of the Agreement is deleted in its entirety and the following new
Section 5.1.1 is substituted in lieu thereof:


 


“5.1.1                  AMCs that are
designated to load ULDs may not tender volume to FedEx other than in ULDs.  All ULDs will have a D&R Tag affixed
thereon and will be charged full container cubic footage pricing as set forth
in Exhibit B, paragraph A of the Agreement. 
Each AMC is limited to one demi-container or LD3 container as agreed to
by both parties in the applicable matrix. 
This container will be designated as a Partial ULD.  FedEx may refuse all additional Partial ULDs
or loose Handling Units.  All ULDs must
be Airworthy as determined in accordance with Attachment IV to these Operating
Specifications.  The D&R Tags for
the Handling Units in the Partial ULDs will be scanned at the Memphis Hub and


 

















 


equivalent cubic footage
will be calculated in accordance with Exhibit B to the Agreement. No more than
one Partial ULD will be allowed at each location.”


 


4.                                       Exhibit
B, paragraph A, subparagraph 1 of the Agreement is amended to include the
following sentence immediately following the table:


 


“Partial ULDs shall be
credited at [ * ] of the non-fuel transport rate for the containers
identified in the applicable matrix.”


 


5.                                       Exhibit
B, paragraph A, subparagraph 2 of the Agreement is amended to add a new
paragraph e. which reads as follows:


 


“e. The fuel transport
credit for Partial ULDs will be calculated as follows:


 


Fuel Adjustment Factor x
Base Fuel Transport Price [  *  ] x [ 
*  ]”


 


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


 


7.                                       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 August 30th, 2004.


 


	
   

  	
  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.