Letter Agreement



 Exhibit 10.9 
 November 9, 2009 
 VIA FACSIMILE TO (954) 888-7310

 & DHL EXPRESS 
 DHL
Network Operations (USA), Inc. 
 1200 South Pine Island Road 
 Plantation, Florida 33324 
 Attention: Jon E. Olin – EVP, General Counsel & Secretary

  

	Re:	Base and Incremental Markup for the Third Quarter of 2009 under the ACMI Service Agreement, by and between DHL Network Operations (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 and November 9, 2009 (the “ACMI Agreement”). 

 Dear Jon: 
 Unless otherwise
defined herein, all capitalized terms used herein shall have the meanings ascribed thereto in the ACMI Agreement. 
 In
accordance with paragraph (c) of the Second Amendment to the ACMI 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 ACMI Agreement during the third quarter of 2009 shall total $1,800,000, consisting of the following: 
  

			
	$735,163	    	Base Markup for third quarter of 2009
	$275,613	    	Quarterly cost component of Incremental Markup for third quarter of 2009
	$358,545	    	Quarterly portion of annual cost component of Incremental Markup for 2009
	$  88,179	    	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 ACMI Agreement. 
 (b) Notwithstanding paragraph
(a) above, 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 







 Jon E. Olin 
 November 9, 2009 
 2 of 3 
 767 aircraft, then the total amount set forth in paragraph (a) above shall be increased to $2,750,000, consisting of the following, which amount will be paid by DHL to ABX within fourteen
(14) days from the date of the consummation of such documentation: 
  

			
	$1,387,100	  	Base Markup for third quarter of 2009
	$   520,025	  	Quarterly cost component of Incremental Markup for third quarter of 2009
	$   676,500	  	Quarterly portion of annual cost component of Incremental Markup for 2009
	$   166,375	  	Quarterly portion of annual service component of Incremental Markup for 2009

 (c) Groundco and Airco further agree that the allocation of overhead costs
attributable to Airco’s provision of (i) Third Party Services under the ACMI Agreement, and (ii) Ancillary Services under the Hub and Line-Haul Services Agreement, by and between DHL Express (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 Airco’s 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. 
 Except to the extent
provided herein, the terms and conditions of the ACMI Agreement shall remain in full force and effect until August 15, 2010, when the Agreement will expire by its own terms. 
 Please acknowledge Groundco’s acceptance of the foregoing by having an authorized representative of DHL Network Operations (USA), Inc.
sign and date both counterparts of this letter in the space provided below and returning one counterpart to me for my records. 
  

	
	 Sincerely,
  
 ABX Air, Inc.

	
	/s/ W. Joseph Payne
	 W. Joseph Payne
 Vice
President
 General Counsel & Secretary










 Jon E. Olin 
 November 9, 2009 
 3 of 3 
  

			
	 ACCEPTED AND AGREED:
  
 DHL Network Operations (USA), Inc.

	
	/s/ Jon E. Olin
		
	By:	 	Jon E. Olin
		
	Its:	 	SVP
		
	Date:	 	November 11, 2009