November 9, 2009
VIA FACSIMILE TO (954) 888-7310
& DHL EXPRESS
Network Operations (USA), Inc.
1200 South Pine Island Road
Plantation, Florida 33324
Attention: Jon E. Olin EVP, General Counsel & Secretary
||Base and Incremental Markup for the Third Quarter of 2009 under the Hub and Line-Haul Services Agreement, by and between DHL Express (USA), Inc., as successor in
interest to Airborne, Inc. (Groundco) and ABX Air, Inc. (Airco), dated August 15, 2003, as amended on April 27, 2004, August 8, 2005 and November 9, 2008 (the Hub Services Agreement).
Unless otherwise defined herein, all capitalized terms used herein shall have the meanings ascribed thereto in the Hub Services Agreement.
In accordance with paragraph (c) of the Third Amendment of the Hub Services Agreement, dated November 9, 2008, Groundco and Airco hereby agree as follows:
(a) The Base Markup, quarterly cost component and quarterly portion of the annual cost and service components of the Incremental Markup to
be paid to Airco in exchange for the services provided by Airco to Groundco under the Hub Services Agreement during the third quarter of 2009 through the date of its expiration on August 15, 2009, shall total $1,330,000, consisting of the
||Base Markup for third quarter of 2009|
||Quarterly cost component of Incremental Markup for third quarter of 2009|
||Quarterly portion of annual cost component of Incremental Markup for 2009|
||Quarterly portion of annual service component of Incremental Markup for 2009|
DHL shall pay to ABX such amounts, to the extent that such amounts have yet to be
paid, no later than November 16, 2009, in accordance with the terms of the Hub Services Agreement.
Jon E. Olin
November 9, 2009
2 of 2
(b) Groundco and Airco further agree that the allocation of overhead costs attributable to Aircos provision of (i) Ancillary
Services under the Hub Services Agreement, and (ii) Third Party Services under the ACMI Service Agreement, by and between DHL Network Operations (USA), Inc., as successor in interest to Airborne, Inc. and Airco, dated August 15, 2003, as
amended from time to time, shall not exceed $800,000 in total for the third quarter of 2009. Notwithstanding the foregoing sentence, in the event that ABX Air and/or one or more of its affiliates and DHL and/or one or more of its affiliates
subsequently consummate transaction documentation with respect to the lease and operation of Boeing 767 aircraft after the termination or expiration of the ACMI Agreement, then the overhead costs attributable to Aircos provision of such Third
Party Services and Ancillary Services shall not exceed $1,000,000 in total for the third quarter of 2009, and ABX will reimburse DHL for any additional overhead allocation resulting therefrom within fourteen (14) days from the date of the
consummation of such documentation.
Please acknowledge Groundcos acceptance of the foregoing by having an authorized
representative of DHL Express (USA), Inc., sign and date both counterparts of this letter in the space provided below and returning one counterpart to me for my records.
Nothing in this letter agreement shall be deemed a renewal, novation, or amendment of the Hub Services Agreement, which expired by its own terms on August 15, 2009, and so remains expired.
ABX Air, Inc.
|/s/ W. Joseph Payne|
W. Joseph Payne
General Counsel & Secretary
ACCEPTED AND AGREED:
DHL Express (USA), Inc.
|/s/ Jon E. Olin|
||Jon E. Olin|
||November 11, 2009|