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EXHIBIT 10.2
FIRST AMENDMENT TO ADDENDUM
THIS FIRST AMENDMENT TO THE ADDENDUM ("Amendment") dated the 3rd day of
April, 2002, amends the Addendum to the Transportation Agreement dated December
13, 2001 (the "Addendum") between the United States Postal Service ("USPS") and
Federal Express Corporation ("FedEx").
PREAMBLE
WHEREAS, USPS and FedEx entered into an Addendum to the Transportation
Agreement in order to accommodate the need by USPS to transport Product over and
above the Minimum Guaranteed Volumes provided for under the Agreement;
WHEREAS, USPS has determined that some of its volume requirements exceed
those already provided for under the Addendum and has requested FedEx to
transport such additional volume and FedEx is willing to transport such Product
subject to the terms and conditions set forth in this Amendment and the
Addendum;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained in this Amendment, the parties agree as follows:
1. For purposes of this Agreement, all capitalized terms used as defined
terms and not otherwise defined in this Amendment shall have meanings set forth
in the Addendum and the Agreement.
2. The Weekday Volume Commitments and Weekend Volume Commitments for the
months of [ * ] of the Interim Period as set forth in Section 2(b) of the
Addendum are revised 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.
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3. Except as amended by this Amendment, the terms and conditions of the
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 April 3, 2002.
THE UNITED STATES POSTAL SERVICE
By: /s/ LESLIE A. GRIFFITH
---------------------------------------
Title: Contracting Officer
FEDERAL EXPRESS CORPORATION
By: /s/ PAUL J. HERRON
---------------------------------------
Title: VP - Postal Transportation
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SECOND AMENDMENT TO ADDENDUM
THIS SECOND AMENDMENT TO THE ADDENDUM ("Amendment") dated the 26th day of
April, 2002, amends the Addendum to the Transportation Agreement dated December
13, 2001 (the "Addendum") between The United States Postal Service ("USPS") and
Federal Express Corporation ("FedEx").
PREAMBLE
WHEREAS, USPS and FedEx entered into an Addendum to the Transportation
Agreement in order to accommodate the need by USPS to transport Product over and
above the Minimum Guaranteed Volumes provided for under the Agreement;
WHEREAS, USPS has determined that some of its volume requirements exceed
those already provided for under the Addendum and has requested FedEx to
transport such additional volume and FedEx is willing to transport such Product
subject to the terms and conditions set forth in this Amendment and the
Addendum;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained in this Amendment, the parties agree as follows:
1. For purposes of this Amendment, all capitalized terms used as defined
terms and not otherwise defined in this Amendment shall have meanings set forth
in the Addendum and the Agreement.
2. The Weekday Volume Commitments and Weekend Volume Commitments for the
months of [ * ] of the Interim Period as set forth in Section 2(b) of the
Addendum are revised as follows:
[ * ]
The Minimum Daily Weekend Volume Commitment will be met if the average of the
combined volumes tendered for transport on Saturday and Sunday of each week
equal or exceed the stated volume requirement. For example, a Minimum Daily
Weekend
* 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.
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Volume Commitment of [ * ] will be met if USPS tenders [ * ] on Saturday and
[ * ] on Sunday.
* These amounts include the following maximum volumes into and out of the
following offshore locations:
[ * ]
3. Except as amended by this Amendment, the terms and conditions of the
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 April 26, 2002.
THE UNITED STATES POSTAL SERVICE
By: /s/ LESLIE A. GRIFFITH
---------------------------------------
Title: Contracting Officer
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.
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SECOND ADDENDUM
THIS SECOND ADDENDUM ("Second Addendum"), dated the 29th day of August,
2002, revises and supplements the Transportation Agreement between the United
States Postal Service ("USPS" or "the Postal Service") and Federal Express
Corporation ("FedEx").
BACKGROUND FACTS
On January 10, 2001, USPS and FedEx entered into the Transportation
Agreement ("Agreement") which states that FedEx will provide for the
transportation of certain USPS Products.
On December 13, 2001, USPS and FedEx entered into the Addendum to the
Agreement ("Addendum") due to the USPS' immediate need for the transportation of
its Product over and above the Minimum Guaranteed Volumes listed in the
Agreement.
On April 3, 2002 and April 26, 2002, USPS and FedEx entered into the First
Amendment to the Addendum and the Second Amendment to the Addendum,
respectively.
The parties agreed to reconvene before the end of July 2002 to negotiate
and agree about both parties' transportation needs beyond the October 27, 2002
Interim Period covered by the Addendum and the First and Second Amendments to
the Addendum. This agreement is a result of those negotiations. The parties
agree to extend the Interim Period provided for in the Addendum, subject to the
following terms:
AGREEMENT
1. DEFINITIONS
For the purposes of this Second Addendum, capitalized terms used as defined
terms and not otherwise defined in this Second Addendum shall have the meanings
outlined in the Agreement. The following additional terms shall have the
following meaning:
"Billable Weekday Volume" means the greater of the actual Mid-week Volume
tendered by USPS to FedEx during the Schedule Period or [ * ] of the aggregate
Daily Mid-Week Volume Commitment for the Schedule Period.
"Billable Weekend Volume" means the greater of the actual Weekend Volume
tendered by USPS to FedEx during the Schedule Period or [ * ] of the aggregate
Daily Weekend Volume Commitment for the Schedule Period.
* 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.
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"Daily Mid-week Volume Commitment" means the daily volume committed for
transport during the Day Turn Operations on Tuesday through Friday of a week for
a Schedule Period.
"Daily Weekend Volume Commitment" means the volume committed for transport
during the Day Turn Operations on Saturday and Sunday of a week for a Schedule
Period.
"Interim Period" means the period of time commencing October 28, 2002 and
terminating June 1, 2003.
"Non-Widely Observed Holiday" means Veteran's Day, Martin Luther King Day,
and President's Day.
"Offshore Locations" means [ * ].
"Operating Day" means any day other than a Monday or a FedEx Holiday.
"Revised Schedule Period Request Forecast" means the volume forecasting
document which USPS will provide to FedEx after the Schedule Period Request
Forecast. USPS will provide the Revised Schedule Period Request Forecast no
later than 118 calendar days prior to each Schedule Block Implementation Date.
"Trucking Location" means a location specified on Exhibit A, attached.
"Weekend Volume" means volume transported during the Day Turn Operations on
Saturday and Sunday of a week.
2. VOLUME
(a) During the Interim Period, the Committed Volume and the Committed
Volume Schedule will be as set forth in the following table:
[ * ]
* 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.
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(b) During the Interim Period, (excluding the peak period of December
10-22, 2002) USPS will tender and FedEx must transport between [ * ] of the
Committed Volume for each applicable Schedule Block listed in the chart above.
For the period December 10 through 22, 2002, USPS will tender and
FedEx must transport between [ * ] of the Committed Volume listed above.
(c) For the time period December 10-22, 2002, the Postal Service
requested Daily Mid-week Volume Commitment and Daily Weekend Volume Commitment
of [ * ]. Although the parties could not agree to that amount prior to the
signing of this Second Addendum, FedEx will continue to work on their network
design and will inform the Postal Service of their increased Daily Mid-week
Volume Commitment cubic feet number and Daily Weekend Volume Commitment cubic
feet number no later than 30 days after the date this Second Addendum is
executed.
(d) For the April, May, 2003 Schedule Block, shown herein as having a
range of between [ * ], the Postal Service will, not later than 30 days after
the date this Second Addendum is executed, revise the Daily Mid-week Volume
Commitment to have a range of not more than [ * ] with the understanding that
the Minimum Daily Mid-week Volume Commitment shall be no less than [ * ].
3. SCHEDULE PERIOD REQUEST FORECAST
Section 3.3.0 of the Agreement is hereby modified for the Interim Period as
follows: For any Schedule Period in which the USPS Schedule Period Request
Forecast is greater than [ * ] the USPS shall deliver to FedEx a Revised
Schedule Period Request Forecast no later than [ * ] prior to each Schedule
Block Implementation Date. In the Revised Schedule Period Request Forecast, the
Postal Service can [ * ].
* 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.
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If USPS does not make the Revised Schedule Period Request Forecast available by
the required deadline, the Schedule Period Request Forecast shall be used.
4. NON-FUEL TRANSPORT
During the Interim Period, FedEx will invoice USPS for the non-fuel transport
portion of the Day System pricing at the rates provided below:
[ * ]
5. NO NON-WIDELY OBSERVED HOLIDAY
During the Interim Period, the parties agree that for those months in which
there is no Non-Widely Observed Holiday (i.e. December 2002, March, 2003, April,
2003 and May, 2003), the monthly billed volume will be computed on the following
basis:
[ * ]
6. NON-WIDELY OBSERVED HOLIDAYS
The parties agree that during those months within the Interim Period in which
there is a Non-Widely Observed Holiday (i.e. November, 2002, January, 2003 and
February, 2003), [ * ].
* 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.
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7. BYPASS CONTAINER HANDLING CHARGE
During the Interim Period, FedEx and the USPS agree that notwithstanding the
provisions of Exhibit B, paragraph A(3) of the Agreement, USPS shall be invoiced
a handling charge of [ * ] for packages unloaded from By-pass ULDs which are
destined to a Trucking Location. FedEx and USPS agree to the following
methodology to simplify invoicing:
[ * ]
8. DENSITY
The provisions of Exhibit B, paragraph A, subparagraphs 1 and 2 of the Agreement
will be revised for the Interim Period to eliminate the cubic footage conversion
factor of [ * ].
* 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.
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9. 14-DAY BY-PASS MATRIX REVIEW
Section 3.6.0 of Exhibit A, Operating Specifications, is hereby modified for the
Interim Period as follows:
[ * ]
10. PRIOR AGREEMENTS TO BE EXTENDED
(a) PRELIMINARY NETWORK FLOW
Notwithstanding the provisions of Section 3.6.0 of the Operating Specifications,
during the Interim Period, the parties agree that FedEx will not be required to
furnish USPS with the Preliminary Network Flow document.
(b) SATURDAY VOLUME
* 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.
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Attachment 1 of the Agreement is hereby modified for the remaining Term of the
Agreement as follows:
[ * ]
(c) SERVICE FOR OFFSHORE LOCATIONS
The Market Service Commitment Time provided for in Attachments
1 and 2 to Exhibit A for volume to or from the Offshore Locations will be
adjusted by [ * ]. If USPS requests FedEx to accept for transport an amount in
excess of the maximum volumes for the Offshore Locations but FedEx is unable to
transport the excess volume to such destination by such adjusted Market Service
Commitment Time, FedEx shall tender such excess volume to the gateway for the
destination not later than the adjusted Market Service Commitment Time. The
gateway locations for the following destinations are:
[ * ]
11. FULL FORCE AND EFFECT
Except as amended by this Second Addendum, the terms and conditions of the
Agreement shall remain in full force and effect and are ratified and confirmed
in all other respects.
12. PROVISION CONFLICT
If any provision of this Second Addendum conflicts with any provision of
the Agreement, the provision of the Agreement shall govern, unless otherwise
provided for in the Addendum.
The parties have signed this Second Addendum in duplicate, one for each of
the parties, as of August 29, 2002.
* 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.
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THE UNITED STATES POSTAL SERVICE
By: /s/ LESLIE A. GRIFFITH
---------------------------------------
Printed Name: Leslie A. Griffith
Printed Title: Manager, Air Transportation
FEDERAL EXPRESS CORPORATION
By: /s/ PAUL J. HERRON
--------------------------------------
Printed Name: Paul J. Herron
Printed Title: VP - Postal Transportation
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EXHIBIT A
TO THE
SECOND ADDENDUM
The Trucking Locations are as follows:
[ * ]
The list of Trucking Locations may be amended during the Interim Period by
mutual agreement of the parties.
451173.1
* 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.