ACMI SERVICE AGREEMENT

Exhibit to Agreement ACMI SERVICE AGREEMENT

Between:

……………………………………………………………………………………………………………………………
……………………………………………………………………………………………………………………………
……………………………………………………………………………………………………………………………
……………………………………………………………………………………………………………………………
……………………………………………………………………………………………………………………………
……………………………………………………………………………………………………………………………
……………………………………………………………………………………………………………………………

AND

……………………………………………………………………………………………………………………………
……………………………………………………………………………………………………………………………
……………………………………………………………………………………………………………………………
……………………………………………………………………………………………………………………………
……………………………………………………………………………………………………………………………
……………………………………………………………………………………………………………………………

Dated as of [……………../…………./2022]

TABLE OF CONTENTS
Page
ARTICLE I DEFINITIONS 1
Section 1.1 Definitions 1
ARTICLE II EQUIPMENT AND SERVICES TO BE PROVIDED BY LESEE AVIATION 6
Section 2.1 Engagement of LESEE Aviation 6
Section 2.2 ACMI Services; Service Standards 6
Section 2.3 Air Routes 6
Section 2.4 Operation; Maintenance and Safety 7
Section 2.5 Route Authorizations 7
Section 2.6 Operational Reports; Crew Hours & Maintenance 7
Section 2.7 Tertiary Markets 7
Section 2.8 Flight Documentation and Calculations; Weight & Balance; Container Deployment 7
Section 2.9 Pilot and Crew Transportation 8
Section 2.10 GOM Availability 8
Section 2.11 Exceptions to LESEE Aviation’s Responsibilities 8
ARTICLE III EQUIPMENT AND SERVICES TO BE PROVIDED BY ....................................................... 8
Section 3.1 Schedule and Route Information 8
Section 3.2 Unit Load Devices 8
ARTICLE IV THIRD PARTY SERVICES 9
Section 4.1 Supplemental Flying; Filler Cargo Services 9
Section 4.2 Independent Third Party Services 9
Section 4.3 Use of Ground Assets 9
ARTICLE V HAZARDOUS CARGO 10
Section 5.1 Hazardous Cargo 10
ARTICLE VI CHANGES TO THE SCOPE OF SERVICES 10
Section 6.1 The Initial Year 10
Section 6.2 After the Initial Year 10
Section 6.3 Planning Process; Cooperation 10
Section 6.4 General Exceptions 10
Section 6.5 New Services 11
ARTICLE VII REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PARTIES 12
Section 7.1 Representations, Warranties and Covenants of LESEE Aviation 12
Section 7.2 Representations, Warranties and Covenants of ....................................................... 12
ARTICLE VIII INDEMNIFICATION AND INSURANCE 13
Section 8.1 LESEE Aviation Indemnification 13
Section 8.2 LESEE Aviation Insurance 13
Section 8.3 ....................................................... Indemnification 14
Section 8.4 ....................................................... Insurance 15
Section 8.5 Insurance Certificates 15
Section 8.6 Notice of Change or Cancellation 15
Section 8.7 Payment of Premiums 15
Section 8.8 Review of Insurance Coverage 16

Section 8.9 Limitation on Indemnification 16

Section 8.10 Indemnification Procedures 16
ARTICLE IX LESEE AVIATION’S OPERATIONS 17
Section 9.1 Independent Contractors 17
Section 9.2 ....................................................... Employees as Agents of LESEE Aviation 17
Section 9.3 Weight and Balance Operations 17
Section 9.4 Access to Locations 17
ARTICLE X COMPENSATION 18
Section 10.1 Base Compensation 18
Section 10.2 Cost Recovery Amount 19
Section 10.3 Determination of Cost Recovery Amount 22
Section 10.4 Quarterly Adjustments 23
Section 10.5 Payment of Base Compensation 23
Section 10.6 Revenue from Third Party Services 24
Section 10.7 Capital Expenditures 25
Section 10.8 Records 25
ARTICLE XI TERM 26
Section 11.1 Term; Renewal 26
ARTICLE XII TERMINATION 26
Section 12.1 Termination by LESEE Aviation 26
Section 12.2 Termination Rights of ....................................................... 26
Section 12.3 Termination Costs 26
Section 12.4 Expiration Without Renewal 28
Section 12.5 Transition Period following Termination 29
ARTICLE XIII EVENTS OF DEFAULT 29
Section 13.1 Events of Default 29
Section 13.2 ....................................................... Events of Default 30
Section 13.3 Termination upon Event of Default 30
ARTICLE XIV DELAYS AND DAMAGES 31
Section 14.1 Damaged Aircraft 31
Section 14.2 Destruction of Aircraft 31
ARTICLE XV FORCE MAJEURE 32
Section 15.1 Suspension of Obligations 32
Section 15.2 ....................................................... Obligation to Pay During a Force Majeure 32
Section 15.3 Make-Up Flights During a Force Majeure 32
Section 15.4 Other Carriers 32
ARTICLE XVI ADVERTISING AND NONDISCLOSURE 32
Section 16.1 Trademarks; Trade names and Logos 32
Section 16.2 Confidentiality 33
Section 16.3 Survival; Severability 33

ARTICLE XVII MISCELLANEOUS 33

Section 17.1 Dispute Resolution 33
Section 17.2 Sub-Contracting 33
Section 17.3 Time is of the Essence 34
Section 17.4 Assignment 34
Section 17.5 Execution in Counterparts 34
Section 17.6 Certain Construction Rules 34
Section 17.7 Notices 34
Section 17.8 Entire Agreement 34
Section 17.9 Amendment and Waiver 35
Section 17.10 Further Assurances 35
Section 17.11 Successors and Assigns 35
Section 17.12 Severability 35

Schedules

New Aircraft Schedule 1

Aircraft Schedule 2.2
Air Routes Schedule 2.3
Operational Reports Schedule 2.6
Cost Recovery Amount Schedule 10.1

Exhibits
Exhibit A ........................................................ Guaranty
Exhibit B LESEE Aviation Pay Policy
Exhibit C Aircraft Transfer Documents
Exhibit D Wilmington Air Park Sublease

ACMI SERVICE AGREEMENT

THIS ACMI SERVICE AGREEMENT (this “Agreement”) is entered into as of this [……….] day
of [……/……/2022] , by and between LESEE AVIATION Co an A.O.C Holder No:……….. Sudan –Khartoum –
Tayeef Block (……) Building (……) P.O.Box (……..)Tel:......................................... Fax:
………………………….Mob:…………………………………….:Email:………………………….................
and
……………………………………………………………………………………………………………………………
……………………………………………………………………………………………………………………………
…………………………………………………………………………………………………………………………….

WITNESS:
WHEREAS, Bravo Advanced Business Co. Ltd registered under trade record number (61058) the property of the
business name of Bravo Air Aviation Services trade record number (14489) Licenses as (None Represented Agent
Number 65) In Sudan from Sudan Civil Aviation Authority.
Address:

Khartoum/Sudan – Khartoum (1) Street No (31) Building (37)

Mob: 00249123076939 /00249962837070
Email: [email protected] / [email protected]/[email protected]
 Represented by Capt: Ahmed Mohamed Elbahi Ali (GM/Bravo Air Aviation Services).

WHEREAS, Bravo Air Aviation Services provides the brokerage services as Consultancy Company in the field
according to the company operations manual which is approved by SCAA, providing the services for all parties in this
contract to gain the main target for each site.

WHEREAS, LESEE Aviation certificated air carrier with authority to offer scheduled and charter air cargo services
to the public and is willing to provide air transportation services to …………………………..… on an “ACMI” basis
(i.e., by providing aircraft, crew, maintenance, and insurance) to support ………………………….operations in the
Africa & Middle East ,Asia ; and all destinations agreed between the parties(Lessor/Lessee).

WHEREAS, as an inducement to …………… to enter into this Agreement, herewith entering into the
guaranty in the form attached hereto as Exhibit A (the “Guaranty”).

NOW THEREFORE, in consideration of the mutual covenants, agreements, terms, conditions, and consideration
hereinafter set forth, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally
bound, hereby agree as follows:

ARTICLE I
DEFINITIONS

Section 1.1 Definitions. As used in this Agreement, the following terms shall have the meanings specified or
referred to in this Article I and shall be equally applicable to both the singular and plural forms:

“ACMI Services” is defined in Section 2.2.

“Adjustments Statement” is defined in Section 10.4.

“Affiliate” means, with respect to any Person, any other Person which, directly or indirectly through one or more
intermediaries, controls, or is controlled by, or is under common control with, such Person. The
term “control” (including, with correlative meanings, the terms “controlled by” and under “common control with”)
means the possession of power to direct the management and policies of the referenced Person, whether through
ownership interests, by contract or otherwise.

“Air Routes” is defined in Section 2.3.

“LESEE Aviation Bid” is defined in Section 6.5(a).

“LESEE Aviation Event of Default” is defined in Section 13.1.

“LESEE Aviation’s Financial Statements” means the financial statements of LESEE Aviation, prepared in accordance
with GAAP applied on a consistent basis.

“LESEE Aviation Indemnified Parties” means LESEE Aviation and its Affiliates, directors, officers, employees and
agents.

“LESEE Aviation’s Appraiser” is defined in the definition of “Fair Market Value”.

“Aircraft” is defined in Section 2.2.

“Base Compensation” is defined in Section 10.1(a).

“Base Markup” is defined in Section 10.1(a).

“Book Value” means the value of the Aircraft, net of depreciation, as reflected in LESEE Aviation Co. Most recent
balance sheet that has been prepared in accordance with generally accepted accounting value applied on a consistent
basis.

“Business Day” means any day other than a Friday or Saturday or a day on which national banking institutions in
Sudan/UAE are authorized or obligated by law or executive order to be closed.

“Change of Control” means the occurrence of any of the following: (i) during any period of two (2) consecutive
years, individuals who at the beginning of such period constituted the directors of LESEE Aviation Co. (together with
any new directors whose election by such directors or whose nomination for election by the stockholders of LESEE
Aviation Co. was approved by a vote of a majority of the directors of LESEE Aviation Co. then still in office who
were either directors at the beginning of such period or whose election or nomination for election was previously so
approved and together with any directors who are affiliates of LESEE Aviation Co. ) cease for any reason to constitute
a majority of the directors of LESEE Aviation Co. then in office; (ii) any merger, consolidation or other business
combination with or into any other entity, or any other similar transaction, whether in a single transaction or series of
related transactions where (A) the stockholders of LESEE Aviation Co. immediately prior to such transaction in the
aggregate cease to own at least fifty percent (50%) of the voting securities of the entity surviving or resulting from
such transaction (or the ultimate parent thereof) (such ownership being based solely on the voting securities of LESEE
Aviation Co owned by such stockholders immediately prior to such event) or (B) any Person becomes the beneficial
owner of more than fifty percent (50%) of the voting securities of the entity surviving or resulting from such
transaction (or the ultimate parent thereof); (iii) any transaction or series of related transactions after which in excess
of fifty percent (50%) of LESEE’s voting power is held by any Person or group .

“Cost Per Block Hour” means for any applicable period, the total costs included within the Cost Recovery Amount
for such period divided by the number of block hours flown by the Aircraft in providing the ACMI Services during
such period.

“Costs Estimate” is defined in Section 10.3(b).

“Costs Recovery Amount” is defined in Section 10.1(a).

“CPI Rate” means the increase, for the twelve month period ending prior to the most recent date for which such data
is available, in the Consumer Price Index for all Urban Consumers.

“Direct Claims” is defined in Section 8.10(b).

“Disputes” is defined in Section 17.1.

“DOT” means the U.S. Department of Transportation or any successor Governmental Authority.

“Effective Time” means the time immediately prior to the effectiveness of the merger of Atlantis Acquisition
Corporation into LESEE Aviation Co.Ltd pursuant to the Merger Agreement.

“Expiration Date” is defined in Section 11.1.

“Expiration Statement” is defined in Section 12.4(c).

“Fair Market Value” means, with respect to any Aircraft, the fair market value thereof, as finally determined pursuant
to one of the methods described below: For any calculation of the Fair Market Value of an Aircraft hereunder, LESEE
Aviation Co. shall deliver to ……………………… a calculation (“LESEE’s Calculation”) of such Fair Market Value
determined by LESEE Co. in good faith based upon an independent third party valuation performed by a nationally
recognized appraiser (“LESEE’s Appraiser”). Upon ……………’s written acceptance of LESEE’s Calculation, or if
………………. fails to object to LESEE’s Calculation within 15 days after receipt thereof, LESEE’s Calculation shall
become the “Fair Market Value” of the Aircraft. If …………….... objects to LESEE’s Calculation, the parties shall
negotiate in good faith to determine a mutually acceptable calculation of Fair Market Value and any such calculation
so determined shall become the “Fair Market Value” of the Aircraft. If the parties are unable to determine a mutually
acceptable calculation of Fair Market Value within 30 days after …………’s receipt of LESEE’s Calculation, then
…………. shall deliver to LESEE Aviation Co. Ltd , within 45 days after receipt thereof, a calculation (“……….’s
Calculation”) of such Fair Market Value based on an independent third party valuation performed by a nationally
recognized appraiser selected by ……………………. (“……………..’s Appraiser”). If, within 10 days after LESEE’s
receipt of ……………’s Calculation, the Parties are unable agree upon a mutually acceptable calculation of Fair
Market Value, then ……………’s Appraiser and ………….’s Appraiser shall jointly select (no later than the
expiration of such 10 day period) a third appraiser of nationally recognized standing to conduct an independent
valuation, and such third appraiser shall select, within 10 days after its appointment, either LESEE’s Calculation or
…………’s Calculation, whichever is closest to such third appraiser’s independent calculation of Fair Market Value,
whereupon the calculation so selected shall become the “Fair Market Value” of the Aircraft.

“Filler Cargo Services” is defined in Section 4.1(c).

“First Promissory Note” has the meaning ascribed to such term in the Merger Agreement.

“Force Majeure” means acts not within the control of the Party bound to perform and which, by the exercise of due
diligence, such party is unable to overcome. A Force Majeure includes acts of God, weather, strikes, lockouts, or
other industrial disturbances (whether to themselves or their corporate affiliates), acts of the public enemy, wars, acts
of terrorism, national emergency, shutdown of airspace, embargoes, blockades, riots, epidemics, lightning,
earthquakes, floods, tornadoes, explosions, accidents to machinery or aircraft, failure of public utilities, unavailability
of fuel, airlift emergency activation of the Sudan Civil Reserve Air Fleet, inability to secure landing slots, and any
other causes not within control of the Party claiming suspension. It is understood that the settlement of strikes,
lockouts or industrial disturbances shall be entirely within the discretion of the Party having the difficulty, and the
requirement that any Force Majeure shall be remedied shall not require the settlement of strikes or lockouts by
acceding to the demands of the other Party to this Agreement or any other third party when such course is inadvisable
in the discretion of the Party having the difficulty.

“Forecast of Operating Requirements” means ……….’s forecast of shipment volumes and weights, by inbound and
outbound Air Route sector for any applicable period.

“Free Cash” means cash and cash equivalents minus current liabilities (it being understood that current liabilities
will include any deferred taxes that may become payable as a result of the sale of any Aircraft) as determined in
accordance with GAAP applied on a consistent basis.

“GAAP” means generally accepted accounting principles in the Republic of Sudan as in effect from time to time, as
applied by LESEE Aviation Co. Ltd or its predecessor prior to the Effective Time, subject to any changes required as
a result of changes in GAAP.

“GOM” means LESEE’s Aviation Co. SCAA-approved Ground Operations Manual, as amended from time to time.

“Governmental Authority” means any foreign, federal, state, provincial or local government or any agency,
subdivision or instrumentality of any of the foregoing, including any court, tribunal, department, bureau, commission
or board, or any quasi-governmental or private body exercising any regulatory, taxing, inspecting or other
governmental authority.

“………………………… Assets” is defined in Section 4.3.

“……………………….. Event of Default” is defined in Section 13.2.

“……………………… Indemnified Parties” means ……………… and its Affiliates, and their respective directors,
officers, employees and agents.

“……………………..’s Appraiser” is defined in the definition of “Fair Market Value”.

“Guaranty” is defined in the recitals hereto.

“Hubs” means …………’s central network hub facility located in Wilmington, Ohio and each regional hub facility.

“Hub Services Agreement” means the Hub and Linehaul Services Agreement, dated of even date herewith, between
……………….. And LESEE Aviation Co. Ltd.

“IATA” means the International Air Transport Association.

“ICAO” means the International Civil Aviation Organization.

“Incremental Markup” is defined in Section 10.1(a).

“Independent Auditor” is defined in Section 10.4.

“Independent Services” is defined in Section 4.2.

“Indemnified Party” is defined in Section 8.10(a).

“Indemnifying Party” is defined in Section 8.10(a).

“Industry Expert” is defined in Section 10.3(d).

“Initial Year” is defined in Section 6.1.

“Labor Cost Cap” is defined in Section 10.2(d).

“Legal Requirement” means any statute, ordinance, code, law, rule, regulation, order or other requirement, standard or
procedure enacted, adopted or applied by any Governmental Authority (including judicial decisions applying common
law or interpreting any other Legal Requirement) applicable to a Person, its business and its operations.

“LIBOR” means, on any day of determination, the British Bankers’ Association (“BBA”) interbank offered rate for
six-month deposits in U.S. dollars which appears on the relevant page of the Telerate Service (currently page 3750) or,
if not available, on the relevant pages of any other service (such as Reuters Service or Bloomberg Financial Markets
Service) that displays such BBA rates.

“Losses” is defined in Section 8.1.

“Merger Agreement” means the Agreement and Plan of Merger, dated as of March 25, 2003, by and among Delta,
Atlantis Acquisition Corporation and Atlantis.

“New Aircraft” means each of the aircraft listed on Schedule 1 hereto.

“New Service” means (i) any new air express product that ……………….. does not offer in the of agreement sign
hereof or (ii) any existing air express product that …………… offers that would require an additional Aircraft.

“New Service Notice” is defined in Section 6.5(a).

“Outside Cure Date” is defined in Section 13.3(d).

“On Time Performance” means, with respect to all flights flown in performing the ACMI Services, arrival within 16
minutes after the scheduled arrival time for each flight sector; provided, however, that in determining whether a flight
has arrived within 16 minutes after its scheduled arrival time, delays attributable to factors other than mechanical
failures, crew delays, dispatch delays, fueling delays, pushback delays and weight and balance functions shall be
excluded.

“Operational Control” means the exercise of authority over initiating, conducting or terminating a flight.

“Outstation” means each landing point within ……………….’s network other than the Hubs.

“Person” means any individual, corporation, partnership, limited liability company, and limited partnership, joint
venture, association, joint - stock company, trust, Governmental Authority or other entity.

“Purchase Order” is defined in Section 10.3(f).

“Put Option” is defined in Section 12.3(c).

“Put Price” is defined in Section 12.3(d).

“Released Aircraft” is defined in Section 12.3(c).

“Released Aircraft Statement” is defined in Section 12.3(c).

“Representatives” is defined in Section 10.3(b).

“Route Authorizations” is defined in Section 2.5.

“Second Promissory Note” has the meaning ascribed to such term in the Merger Agreement.

“Supplemental Flying” is defined in Section 4.1(b).

“Term” is defined in Section 11.1.

“Tertiary Markets” means those markets for air express delivery services provided with aircraft having a maximum
certification weight of 55,111 pounds or less and originating from or terminating at any Outstation.

“Third Party Bid” is defined in Section 6.5(a).

“Third Party Carrier” is defined in Section 6.5(a).

“Third Party Claim” is defined in Section 8.10(a).

“Third Party Payment Estimate” is defined in Section 10.6(c).

“Third Party Services” is defined in Section 4.2.

ARTICLE II
EQUIPMENT AND SERVICES TO BE PROVIDED BY LESEE AVIATION

Section 2.1 Engagement of LESEE Aviation Co. Ltd …………..hereby retains Green Fag Aviation Co. to provide
the air transportation services described herein utilizing the Aircraft on the Air Routes, and LESEE Aviation Co
hereby agrees to provide such air transportation services, in each case, upon and subject to the terms and conditions of
this Agreement.

Section 2.2 ACMI Services. Commencing at the Effective Time and continuing during the Term, LESEE
Aviation Co. Ltd shall provide air transportation services to ………………… utilizing the aircraft listed on Schedule
2.2, as such Schedule may be amended from time to time in accordance with the provisions of this Agreement, such
substitute aircraft as may be permitted or required hereunder (such specified aircraft, any substitute therefor and, from
and after the time each New Aircraft is acquired by LESEE Aviation Co. and the SCAA shall have issued a Certificate
of Airworthiness with respect thereto, such New Aircraft, being collectively referred to herein as the “Aircraft”), in
order to provide the services hereunder over the Air Routes in accordance with the Service Standards (such services,
the “ACMI Services”). Schedule 2.2 includes a depreciation schedule for each owned Aircraft as agreed by the
Parties, subject to revision as contemplated by Section 10.2(a)(i).

Section 2.3 Air Routes. LESEE Aviation Co. shall provide each Aircraft at the times and places indicated on
Schedule 2.3 to operate over the routings and perform the flight schedules set forth in Schedule 2.3 (the “Air
Routes”), as such Schedule may be amended from time-to-time in accordance with the provisions of this Agreement
or as otherwise requested by …………………. in accordance with Section 6.4. Prior to the implementation of any
changes in the Air Routes, the Parties shall meet and confer as to the ability of LESEE Aviation Co. to perform any
proposed change in flight operations. Subject to applicable Legal Requirements or other regulatory or safety
requirements, LESEE Aviation Co. shall use its best efforts to address crew availability and other operational factors
in order to implement ………….’s requested modifications to the Air Routes as promptly as practicable, which
modifications shall be incorporated into a revised Schedule 2.3, and LESEE Aviation shall thereafter be responsible to
abide by such revised Schedule in accordance with this Agreement.

Section 2.4 Operation; Maintenance and Safety.

(a) LESEE Aviation Co. Ltd, pursuant to its statutory and regulatory obligations as the certificate holder, shall have
complete and exclusive responsibility for the operation, maintenance and safety of the Aircraft, and for compliance
with all applicable Legal Requirements of any Governmental Authority having jurisdiction over the ownership,
operation and maintenance of the Aircraft and the ACMI Services to be provided hereunder, including, but not limited
to the Legal Requirements of the FAA and the DOT. Notwithstanding any other provision herein or in any other
agreement between the Parties providing for any other allocation of responsibility or for the payment of any costs or
expenses incurred by any person in conjunction with the ACMI Services, any such provision relates solely to the
responsibility to pay the cost or expense of performing particular functions and is not intended to derogate in any way
from LESEE Aviation’s sole responsibility for the operation, maintenance and safety of the Aircraft and for
compliance with all applicable Legal Requirements.
(b) LESEE Aviation shall provide the ACMI Services for the benefit of ……………………… during the Term and
in the performance of the ACMI Services shall furnish and maintain suitable and sufficient equipment and employ
adequate personnel, in each case in accordance with the terms of this Agreement, in order to (i) minimize flight and
on-ground times for the Aircraft (so far as is within its reasonable control and in accordance with sound operating
practice, safety considerations and applicable Legal Requirements) and (ii) comply with all applicable Legal
Requirements of any Governmental Authority having jurisdiction over the Aircraft or the Air Routes and any airport
that the Aircraft use in the course of providing the ACMI Services.

(c) In addition to the Aircraft, LESEE Aviation shall provide all replacement and spare aircraft parts and aircraft
maintenance services (either directly by LESEE Aviation Co. or through third party contractors).

Section 2.5 Route Authorizations. LESEE Aviation Co. shall use commercially reasonable efforts to obtain in a
timely manner and maintain any and all operating authority or permission from any Governmental Authority, having
jurisdiction over the Aircraft or Air Routes or which is otherwise necessary for it to provide the ACMI Services
(the “Route Authorizations”).

Section 2.6 Operational Reports; Crew Hours & Maintenance. LESEE Aviation shall provide to ……………. the
operational reports specified in Schedule 2.6 at the times specified therein, and shall promptly prepare and deliver
such other reports and information as …………………………. may reasonably request from time-to-time.

Section 2.7 Tertiary Markets. LESEE Aviation Co. shall, upon …………………’s request, use commercially
reasonable efforts to negotiate and enter into contracts on behalf of ………………. with third-party vendors to
provide air transportation or other services within the Tertiary Markets; provided, however, that the foregoing shall not
oblige …………………. to make any such request of LESEE Aviation Co. or restrict ……………. from negotiating
or entering into any such contract directly on its own behalf.

Section 2.8 Flight Documentation and Calculations; Weight & Balance; Load Plan.

(a) With respect to ACMI Services performed at the Hubs and at the Outstations located in Austin, Texas, Memphis,
Tennessee and San Jose, California, LESEE Aviation Co. Ltd shall (i) prepare all documents required by the SCAA,
or any other Governmental Authority to be prepared or maintained by a direct carrier and (ii) perform the weight and
balance calculations and load plan functions for the loading of each Aircraft.

(b) Notwithstanding Section 9.3, upon …………….’s request that LESEE Aviation Co. perform any of the functions
described in Section 2.8(a) in connection with ACMI Services performed at any Outstation (in addition to those
specified in Section 2.8(a)), LESEE Aviation Co. Ltd shall, as promptly as practicable, provide ……………. with a
statement of LESEE Aviation’s projected costs for performing such functions. If, following ……………’s receipt of
such statement of costs, ……………... requests LESEE Aviation Co. to perform such functions, LESEE Aviation Co.
shall commence performing such functions at the specified Outstations as promptly as practicable and the Parties
acknowledge that LESEE Aviation’s costs incurred in so performing shall be included in the Cost Recovery Amount.
Section 2.9 Pilot and Crew Transportation. LESEE Aviation Co. shall be responsible for providing pilot and
crew transportation required in connection with performing the ACMI Services.

Section 2.10 GOM Availability. LESEE Aviation shall be responsible to ensure that each airport station included
on Schedule 2.3 has available a current copy of the GOM.

Section 2.11 Exceptions to Green Aviation’s Responsibilities. LESEE Aviation Co. shall have no responsibility
for or otherwise be obligated to:

(a) design, develop and construct the system for conducting …………………….’s air express business, including (i)
purchasing, leasing or acquiring the use of real estate, (ii) facility design, placement, purchase and management
functions and (iii) engineering of sortation equipment and staffing requirements;
(b) provide the system and network requirements applicable to LESEE Aviation’s provision of the ACMI Services,
including aircraft type, schedule, origin, interim stops and destinations on all lane segments and linehaul schedules;

(c) provide any equipment, facilities and inputs necessary for the conduct of .......................................................’s
business, other than aircraft, aircraft parts, aircraft maintenance, tooling, de-icers, airstarts, ground power units,
towbars, maintenance lift trucks and office and administrative equipment;

(d) provide any equipment, facilities and inputs necessary to provide the ACMI Services, except as expressly
provided in this Agreement or in the Hub Services Agreement;

(e) unless and until ....................................................... so requests LESEE Aviation pursuant to Section 2.8(b),
perform any of the functions described in Section 2.8(a) in connection with ACMI Services performed at any
Outstation (except as set forth in Section 2.8(a)); and

(f) provide loading and unloading or other handling services under this Agreement.

ARTICLE III
EQUIPMENT AND SERVICES TO BE PROVIDED BY .......................................................

Section 3.1 Unit Load Devices. ....................................................... shall provide all ULDs used in connection
with the ACMI Services. All such ULDs shall (i) be compatible for use with the Aircraft, (ii) meet the operational
requirements necessary for the provision of the ACMI Services, (iii) satisfy all applicable Legal Requirements and (iv)
satisfy the requirements of LESEE Aviation’s FAA-approved manuals. ......................................................., at its own
cost and expense, shall maintain and repair all ULDs; provided that LESEE Aviation shall bear the cost of any
maintenance or repair work caused by the gross negligence or willful misconduct of LESEE Aviation, its officers,
employees, agents or servants. The storage, loading and handling of ULDs, and the damage tolerance of ULDs, will
be in accordance with the GOM.

Section 3.2 System and Equipment. ....................................................... shall provide the system, system and
network requirements, equipment, facilities, inputs and services set forth in Section 2.11(a)-(f). Subject to Section
2.8(b), in connection with ACMI Services performed at the Outstations (other than the Outstations located in Austin,
Texas, Memphis, Tennessee and San Jose, California), ....................................................... shall (a) prepare all flight
manifests showing the weight and location of ULDs, the total weight by bulk loaded zone or position aboard the
Aircraft and all other information required by the FAA, the DOT, the TSA and the GOM and (b) perform the weight
and balance calculations and container deployment plan functions for the loading of each Aircraft.

ARTICLE IV
THIRD PARTY SERVICES

Section 4.1 Supplemental Flying; Filler Cargo Services.

(a) LESEE Aviation shall be free to use the Aircraft to provide Third Party Services (other than Independent
Services as defined in Section 4.2) so long as (i) such usage does not interfere in any material respect with LESEE
Aviation’s performance of the ACMI Services, (ii) LESEE Aviation does not
solicit .......................................................’s customers in competition with ......................................................., (iii)
such usage does not involve LESEE Aviation’s providing air transportation services to major integrated international
air express delivery companies with annual revenues in excess of $5 billion (other than the United States Postal
Service or any Affiliate of ....................................................... or Delta) and (iv) an LESEE Aviation Event of Default
shall not have occurred and be continuing hereunder; provided, however, that the occurrence of an Event of Default
shall not restrict LESEE Aviation’s use of the Aircraft to provide any such Third Party Services not otherwise
prohibited by this Section 4.1(a) which LESEE Aviation is contractually obligated to provide at the time such Event of
Default occurs.

(b) If LESEE Aviation provides air transportation services to or for third parties using one or more of the Aircraft on
a charter, wet lease, ACMI or other contractual basis (such services hereinafter referred to as “Supplemental Flying”),
then LESEE Aviation shall pay ....................................................... the fee set forth in Section 10.6(a). Except as set
forth herein, all revenue from any Supplemental Flying shall inure to the benefit of LESEE Aviation. LESEE Aviation
is responsible for marketing and selling Supplemental Flying services and determining whether to provide any
Supplemental Flying.
(c) LESEE Aviation may transport airport-to-airport, space-available freight for third parties on any Aircraft while it
is servicing an Air Route on behalf of ....................................................... under the terms of this Agreement (such
freight services hereinafter referred to as “Filler Cargo Services”). If LESEE Aviation provides any such Filler Cargo
Services, then LESEE Aviation will pay ....................................................... the fee set forth in Section 10.6(b). Except
as set forth herein, all revenue from any Filler Cargo Services shall inure to the benefit of LESEE Aviation. LESEE
Aviation is solely responsible for marketing and selling Filler Cargo Services and determining whether to provide any
Filler Cargo Services.

Section 4.2 Independent Third Party Services. LESEE Aviation is free to provide ACMI and other services to
third parties using aircraft other than the Aircraft so long as any such service is provided by LESEE Aviation at its
own cost and expense (the “Independent Services” and, together with Supplemental Flying and Filler Cargo Services,
the “Third Party Services”); provided that the provision of such Independent Services does not interfere in any
material respect with LESEE Aviation’s performance of the ACMI Services. Such Independent Services may include,
without limitation, the charter of flights, wet leases or ACMI services operated for third parties, flight training and the
provision of airframe or engine maintenance services. Any and all revenue LESEE Aviation receives from providing
Independent Services shall be for its own account and LESEE Aviation shall have no obligation to pay any
compensation or other sums to ....................................................... in conjunction with the provision of such
Independent Services, except as may otherwise expressly be provided herein. In the event that at any time LESEE
Aviation derives more than 10% of its revenue from the provision of Third Party Services, the parties agree to
negotiate in good faith to determine a reasonable allocation of the overhead costs attributable to LESEE Aviation’s
provision of such Third Party Services, and the amount of overhead costs so allocated by the Parties shall be excluded
from the Cost Recovery Amount.

Section 4.3 Use of ....................................................... Assets. To the extent LESEE Aviation reasonably
determines that in order to provide any Third Party Services it needs to utilize material handling equipment or
facilities owned by or leased to ....................................................... (the “.......................................................
Assets”), ....................................................... agrees to (i) unless the ....................................................... Assets are fully
utilized such that they are not available for use by LESEE Aviation and subject to the Parties’ prior agreement on
compensation terms specified in clause (ii) below, allow LESEE Aviation reasonable access to and use of the
relevant ....................................................... Assets in exchange for reasonable compensation and (ii) negotiate in good
faith with LESEE Aviation the compensation terms (including the amount of compensation and the terms for payment
thereof) on which it will make such ....................................................... Assets available for use by LESEE
Aviation; provided, that no compensation, other than the fee set forth in Section 10.6(b), shall be required with respect
to Filler Cargo; and provided, further, that LESEE Aviation shall indemnify and
hold ....................................................... and its Affiliates, employees, agents, servants, contractors or subcontractors
harmless from any and all

loss, damage or liability arising from, out of or related to its use of and access to
the ....................................................... Assets to provide Third Party Services (unless such loss, damages or liability
results from gross negligence or willful misconduct on .......................................................’s part).

ARTICLE V
HAZARDOUS CARGO

Section 5.1 Hazardous Cargo. ....................................................... has the right to tender for transport on the
Aircraft cargo of a dangerous, hazardous or offensive nature provided that (i) such cargo is properly identified,
packed, marked, labeled and placarded in accordance with applicable IATA and ICAO/FAA dangerous goods and
hazardous materials regulations and is accompanied by a duly signed “shippers declaration of dangerous goods,” (ii)
such transportation is in compliance with the GOM and Legal Requirements and (iii) LESEE Aviation is authorized to
carry such cargo.

ARTICLE VI
CHANGES TO THE SCOPE OF SERVICES

Section 6.1 The Initial Year. Subject to Section 6.4, for a period of twelve (12) months (the “Initial Year”)
following the Effective Time, ....................................................... shall not have the right to make any changes in
Schedules 2.2 or 2.3 that would reduce the scope of the ACMI Services to be provided by LESEE Aviation (including,
without limitation, by reducing the number of Aircraft or pilots
employed); provided that ....................................................... may reduce the scope of the ACMI Services to be
provided during the Initial Year if (i) an LESEE Aviation Event of Default of the type specified in Section 13.1(a)
shall have occurred or (ii) LESEE Aviation shall have failed to enter into a new collective bargaining agreement with
its pilots within 180 days after the Effective Time. In the event ....................................................... desires to exercise
its rights pursuant to clause (i) of this Section 6.1, ....................................................... shall promptly notify LESEE
Aviation of the occurrence any such LESEE Aviation Event of Default and, prior to exercising such rights, consult in
good faith with LESEE Aviation as to LESEE Aviation’s ability to cure such LESEE Aviation Event of Default within
a reasonable period of time.

Section 6.2 After the Initial Year. After the expiration of the Initial Year, ....................................................... may
add, delete or modify the Air Routes (provided that the ACMI Services as so modified would not require the
procurement of additional Aircraft or material modifications to the Aircraft), including by terminating specific Air
Routes or Aircraft, upon prior written notice to LESEE Aviation, and LESEE Aviation shall implement such
modifications as soon as practicable. The parties hereby agree to promptly amend Schedule 2.2 and/or 2.3 hereto to
reflect any such change or modification of the Air Routes. In the event ....................................................... terminates
this Agreement with respect to an Aircraft prior to the Expiration Date and the affected Aircraft is not reassigned to
another Air Route under this Agreement, the Parties shall have the rights and obligations set forth in Section 12.3(c).

Section 6.3 Planning Process; Cooperation. On a quarterly basis, the Parties shall meet (which meeting may
occur telephonically) to review .......................................................’s updated quarterly Forecast of Operating
Requirements and LESEE Aviation’s available Aircraft fleet capacity for the next four (4) quarters. Such review shall
take place no later than thirty (30) days prior to the start of each fiscal quarter of ........................................................
The Parties will conduct, in the third quarter of each year, a formal annual budget review with respect to the ACMI
Services for the upcoming year. In addition to the foregoing, the Parties agree to cooperate as reasonably requested in
the exchange of information, on a daily or as-needed basis, regarding operational matters.

Section 6.4 General Exceptions. Notwithstanding any other provision of this Agreement:

(a) ....................................................... may request minor changes in timing or frequency of existing Air Routes in
accordance with current management practices, and LESEE Aviation shall implement such changes as soon as
practicable; and

(b) ....................................................... may, from time to time and with not less than thirty (30) days’ prior notice to
LESEE Aviation, request cancellation of any Air Route for a single day (or set of days) in order to recognize reduced
traffic and volume during a holiday and LESEE Aviation shall comply with such request to the extent practicable. The
total number of operating days affected by such cancellations during a calendar year shall not exceed ten (10) days.
During the first thirty (30) days following the Effective Time, if any holiday cancellations are planned
by ......................................................., ....................................................... shall endeavor to notify LESEE Aviation not
less than fifteen (15) days prior to the applicable holiday.

Section 6.5 New Services.

(a) Right of First Offer. With respect to any New Service that ....................................................... or its Affiliates
may elect to offer or develop in the U.S. or elsewhere in North America, prior to discussing, negotiating with or
providing information to any third party air transportation service provider in respect of such New
Service, ....................................................... shall first give written notice (the “New Service Notice”) to LESEE
Aviation stating its intention to offer or develop such New Service and specifying .......................................................’s
preliminary Aircraft and Air Route specifications and cost estimates in connection with such New Service; provided,
however, that the foregoing shall not restrict ....................................................... from providing information with
respect to such New Service to Delta Airways at or after the time at which such information is provided to LESEE
Aviation. Within ten (10) Business Days after receipt of a New Service Notice, LESEE Aviation may submit in
writing to ....................................................... an estimate of the Cost Recovery Amount for providing such New
Service, together with any other relevant information requested by ....................................................... in the New
Service Notice (such amount, plus the applicable Base Markup, the “LESEE Aviation Bid”). If necessary, LESEE
Aviation may request additional information from ....................................................... or a reasonable amount of
additional time in order to prepare and submit the LESEE Aviation Bid, and ....................................................... shall
not unreasonably withhold such information or its consent to such additional time. Upon the expiration of such 10
Business Day period (and any extension period agreed by the Parties), whether or not LESEE Aviation has submitted
an LESEE Aviation Bid, ....................................................... shall be free to solicit bids (each, including any bid
submitted by [Delta] Airways, a “Third Party Bid”) from, provide information to, and negotiate with any third party
air transportation service provider (each a “Third Party Carrier”) in respect of such New Service. In the event that
one or more Third Party Bids is superior to the LESEE Aviation Bid, ....................................................... shall be free
to contract with any Third Party Carrier that submitted a superior Third Party Bid to provide the New
Service; provided that ....................................................... shall provide LESEE Aviation with sufficient information
regarding the terms and conditions of the accepted Third Party Bid for LESEE Aviation to verify that such Third Party
Bid is superior to the LESEE Aviation Bid.

(b) Capital Expenditures Associated with New Services. In the event that .......................................................
accepts any LESEE Aviation Bid with respect to any New Service, any new capital equipment required to modify an
existing Aircraft in connection with the New Service shall result in an adjustment, determined in accordance with
GAAP, to the depreciation schedule contained in Schedule 2.2 for the affected Aircraft. In the event additional aircraft
are required for a New Service pursuant to this Section 6.5, LESEE Aviation shall be responsible for obtaining such
aircraft on commercially reasonable terms from a third party provider, and ....................................................... shall
cooperate in such efforts. Any Aircraft acquired by LESEE Aviation to provide a New Service shall be listed on
Schedule 2.2 and shall be an “Aircraft” for all purposes of this Agreement.

Section 6.6 Adjustment to Base Compensation. In the event that ....................................................... accepts any
LESEE Aviation Bid, then the costs and expenses designated in the LESEE Aviation Bid shall be included in the Cost
Recovery Amount, and the Forecast of Operating Requirements and the Cost Estimate shall be adjusted accordingly.
In the event that ....................................................... modifies the ACMI Services pursuant to Section 6.2, 6.3, 6.4 or
6.5, the costs and expenses of LESEE Aviation resulting from any such modification shall be included in the Cost
Recovery Amount.

ARTICLE VII
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PARTIES

Section 7.1 Representations, Warranties and Covenants of LESEE Aviation. LESEE Aviation hereby represents,
warrants and covenants to ....................................................... as follows:

(a) LESEE Aviation is a corporation duly organized, validly existing and in good standing under the laws of the
State of Delaware;

(b) LESEE Aviation has the corporate power to execute and deliver this Agreement;

(c) The making, execution and performance of this Agreement by LESEE Aviation (i) has been duly authorized by
all necessary corporate action, and (ii) except to the extent resulting from actions taken by Delta or its Affiliates, will
not violate, breach or contravene any provision of or constitute a default under (A) any material provision of any
applicable Legal Requirement, (B) the certificate of incorporation or bylaws of LESEE Aviation, (C) any material
license or permit under which LESEE Aviation conducts its business, or any insurance required hereunder, or (D) any
material contract, indenture, agreement or other instrument binding on LESEE Aviation;

(d) This Agreement constitutes a legally valid and binding agreement of LESEE Aviation, enforceable against
LESEE Aviation in accordance with its terms, except as the same may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting generally the enforcement of creditors’ rights and
remedies and general principles of equity, including any limitations on the availability of the remedy of specific
performance or injunctive relief regardless of whether specific performance or injunctive relief is sought in a
proceeding at law or in equity;

(e) LESEE Aviation has at the Effective Time, and shall maintain during the Term, the requisite authority from the
FAA, the DOT and each other applicable Governmental Authority to provide the ACMI Services; LESEE Aviation is
at the Effective Time, and shall perform the ACMI Services during the Term, in compliance in all material respects
with all Legal Requirements;

(f) Each Aircraft is at the Effective Time, and shall be all times during the Term, covered by a currently valid
Certificate of Airworthiness issued by the FAA, and LESEE Aviation shall operate, maintain, service and repair the
Aircraft, including spare engines and spare parts, in all material respects in accordance with all Legal Requirements,
including LESEE Aviation’s FAA-approved maintenance program, and the terms hereof; and

(g) LESEE Aviation shall (i) be solely responsible for the Operational Control of the Aircraft, (ii) operate the
Aircraft, in all material respects, in a safe, skilled and competent manner and in accordance with all applicable Legal
Requirements, including noise, environmental and emission standards and requirements, and including those of the
FAA, the DOT, the TSA and the airports served, and (iii) provide qualified flight crews for each flight in accordance
with such Legal Requirements.

(h) LESEE Aviation shall, to the extent permitted by Legal Requirements, inform .......................................................
(i) on an ongoing basis as to any material developments or, otherwise, as reasonably requested
by ......................................................., with respect to LESEE Aviation’s efforts to enter into a new collective
bargaining agreement with LESEE Aviation’s pilots and (ii) as promptly as practicable with respect to any actual or
prospective labor dispute that could reasonably be expected to materially adversely impact LESEE Aviation’s
performance of the ACMI Services. Prior to entering into any binding agreement or settlement in respect of any
matters described in clause (i) or (ii) of this Section 7.1(h), LESEE Aviation shall consult in good faith
with ....................................................... as to the prospective terms and conditions of any such agreement or
settlement.

Section 7.2 Representations, Warranties and Covenants

of ........................................................ ....................................................... hereby represents, warrants and covenants
to LESEE Aviation as follows:

(a) ....................................................... is a corporation duly organized, validly existing and in good standing under
the laws of the State of Delaware;

12

(b) ....................................................... has the corporate power to execute and deliver this Agreement;

(c) The making, execution and performance of this Agreement by ....................................................... (i) has been
duly authorized by all necessary corporate action, and (ii) will not violate, breach or contravene any provision of or
constitute a default under (A) any material provision of any applicable Legal Requirement, (B) the certificate of
incorporation or bylaws of ......................................................., (C) any material license or permit under
which ....................................................... conducts its business, or any insurance required hereunder, or (D) any
material contract, indenture, agreement or other instrument binding on .......................................................;

(d) This Agreement constitutes a legally valid and binding agreement of .......................................................,
enforceable against ....................................................... in accordance with its terms, except as the same may be limited
by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting generally the enforcement
of creditors’ rights and remedies and general principles of equity, including any limitations on the availability of the
remedy of specific performance or injunctive relief regardless of whether specific performance or injunctive relief is
sought in a proceeding at law or in equity;

(e) ....................................................... and its employees shall comply in all material respects with all Legal
Requirements and the GOM in connection with its performance hereunder, including performance of related ground
services and delivery of goods for air transport services hereunder; and

(f) ....................................................... will, pursuant to that Sublease dated of even date herewith between LESEE
Aviation and ....................................................... and attached hereto as Exhibit D (as amended from time to time, the
“Sublease”), provide to LESEE Aviation sufficient space at the Wilmington Air Park to serve as LESEE Aviation’s
corporate headquarters.

ARTICLE VIII
INDEMNIFICATION AND INSURANCE

Section 8.1 LESEE Aviation Indemnification. LESEE Aviation hereby agrees to indemnify and hold harmless
the ....................................................... Indemnified Parties from and against any and all liabilities, claims, demands,
suits, judgments, damages and losses, including the costs and expenses (including reasonable attorney’s fees and
disbursements) incurred in connection therewith or incident thereto (collectively, “Losses”) arising out of the death of
or injury to any person whomsoever, including employees of LESEE Aviation or .......................................................,
or arising out of loss of, damage to, or destruction of any property whatsoever, including cargo, the Aircraft and any
other property of ....................................................... or of third parties, caused by, arising out of or in connection with
LESEE Aviation’s performance hereunder or its possession, use, operation or maintenance of the Aircraft, including
any equipment, machinery, spare engines and spare parts utilized to provide such services. Notwithstanding the
foregoing, LESEE Aviation’s indemnification obligations herein (i) shall not extend to Losses to the extent caused by
the gross negligence or willful misconduct of ....................................................... or any of the
other ....................................................... Indemnified Parties; and (ii) are limited to the kinds and amounts of
insurance LESEE Aviation agrees to provide herein, unless such insurance coverage is unavailable through the fault of
LESEE Aviation, and except to the extent such obligations arise from the gross negligence or willful misconduct of
LESEE Aviation or its agents or employees.

Section 8.2 LESEE Aviation Insurance. During the term of this Agreement, LESEE Aviation shall, to the extent
available on commercially reasonable terms, maintain the following insurance in the form and with insurers
reasonably satisfactory to ....................................................... and with terms and policy limits to be agreed upon by the
Parties:

(a) All risk hull and war risk insurance, including .......................................................verage, on the aircraft-valued
form with sufficient limits for full recovery of the higher of Fair Market Value or Book Value of the Aircraft (unless a
U.S. Government indemnity reasonably satisfactory to ....................................................... is provided in lieu thereof).
These policies shall cover all geographical areas of operation contemplated under this Agreement. Any deductibles
thereunder shall be paid by LESEE Aviation, except such deductibles as may be payable as a result of damage caused
solely by the gross negligence or willful misconduct of ....................................................... or any of
the ....................................................... Indemnified Parties;

(b) Aircraft liability insurance, including bodily injury and death, property damage and passenger legal liability in at
least the amount of $.................... combined single limit;

(c) Worker’s compensation as required by law and employer’s liability insurance with a limit of not less than
$.................... per occurrence;

(d) Comprehensive General Liability Insurance (including contractual liability) with a combined single limit of not
less than $...............................;

(e) Automobile liability insurance with a combined single limit of not less than $..........................;

(f) Airport premises liability insurance with a combined single limit of not less than $.....................;

(g) All risk cargo liability insurance in the minimum amount of $........................... per occurrence;

(h) Property insurance covering standard “all risk” perils for LESEE Aviation owned equipment and facilities.

(i) Crime insurance with a combined single limit of not less than $..................;

(j) Directors and Officers Insurance with a combined single limit of not less than $....................;

(k) Employment Practices Liability Insurance with a combined single limit of not less than $...........;

(l) Fiduciary liability insurance with a combined single limit of not less than $.................

(m) The insurance in Subsections 8.2(b), (d), (e), (f), (g), (h), (i), and (k) shall include the following provisions:

(i) An endorsement naming ....................................................... and the .......................................................

Indemnified Parties as additional insureds;

(ii) A standard clause as to cross liability or severability of interests among parties appearing as insureds;

(iii) An acceptance by the underwriters of the contractual obligations of LESEE Aviation

to ....................................................... as set forth in Subsection 8.1 above;

(iv) A clause stating that .......................................................’s and the .......................................................

Indemnified Parties’ interests are insured regardless of any breach or failure or violation by LESEE Aviation of any
warranties, representations, declarations or conditions contained in such policies, including the failure to pay
premiums;
(v) Waivers of underwriters’ rights of subrogation against any party hereto, and its parent, its affiliated companies,
and the officers, directors, agents and employees of each of those companies; and

(vi) The insurance will be for primary coverage, without right of contribution from any insurance maintained
by ........................................................

Section 8.3 ....................................................... Indemnification. (a) ....................................................... hereby

agrees to indemnify and hold harmless the LESEE Aviation Indemnified Parties from and against any and all Losses
arising out of the death of or injury to any person whomsoever, including employees of LESEE Aviation
or ......................................................., or arising out of loss of, damage to, or destruction of any property whatsoever,
including cargo, the Aircraft and any other property of LESEE Aviation or of third parties, including any equipment or
machinery utilized to provide such services, caused by, arising out of or in connection
with .......................................................’s performance of its obligations under this Agreement. Notwithstanding the
foregoing, .......................................................’s indemnification obligations herein (i) shall not extend to Losses to the
extent caused by the gross negligence or willful misconduct of LESEE Aviation or any of the other LESEE Aviation
Indemnified Parties and (ii) are limited to the kinds and amounts of insurance .......................................................
agrees to provide herein, unless such insurance coverage is unavailable through the fault
of ......................................................., and except to the extent such obligations arise from the gross negligence or
willful misconduct of ....................................................... or its agents or employees.

Section 8.4 ....................................................... Insurance. During the term of this

Agreement, ....................................................... shall, to the extent available on commercially reasonable terms, carry
the following insurance, with insurers reasonably satisfactory to LESEE Aviation and with terms and policy limits to
be agreed upon by the Parties:

(a) Cargo liability insurance in the amount of $.......................... per occurrence covering all cargo and shipments to
be transported on flights operated by LESEE Aviation under this Agreement;

(b) Property insurance covering standard “all risk” perils for .......................................................-owned equipment
and facilities. Any deductibles thereunder shall be paid by ......................................................., except such deductibles
as may be payable as a result of damage caused by the gross negligence or willful misconduct of LESEE Aviation or
any of the LESEE Aviation Indemnified Parties;

(c) Automobile liability insurance with a combined single limit of not less than $5,000,000;

(d) Comprehensive General Liability (including contractual liability) with a combined single limit of not less than
$5,000,000

(e) Worker’s compensation as required by law and employer’s liability insurance with a limit of not less than
$1,000,000

(f) Airport premises liability insurance with a combined single limit of not less than $500,000,000;

(g) The insurance in Subsection 8.4(a), (b), (c), (d) and (f) shall include the following provisions:

(i) LESEE Aviation and the LESEE Aviation Indemnified Parties shall be named as additional insured’s ;

(ii) A standard clause as to cross liability or severability of interests among parties appearing as insured’s;

(iii) Acceptance by the underwriters of the contractual obligations of ....................................................... to LESEE

Aviation as set forth in Section 8.3 above;

(iv) A clause stating that LESEE Aviation’s and the LESEE Aviation Indemnified Parties’ interests are insured
regardless of any breach of, failure, or violation by, the procuring party of any warranties, representations,
declarations or conditions contained in such policies;

(v) waivers of underwriter’s rights of subrogation against any respective party hereto, and its affiliated companies,
and the officers, directors, agents and employees of each of those companies; and
(vi) The insurance will be for primary coverage, without right of contribution from any insurance maintained by
LESEE Aviation.

Section 8.5 Insurance Certificates. The Party procuring the insurance hereunder shall provide to the other Party
hereto prior to the commencement of operations a certificate from the insurers that such insurance is in effect. These
certificates shall state policy numbers, dates of expiration, and limits of liability thereunder.
Section 8.6 Notice of Change or Cancellation. Each insurance policy, and each certificate evidencing the same,
shall contain a provision that not less than thirty (30) days’ advance notice will be given to the Parties hereto of
cancellation or reduction in the insured value or reductions in type of perils to be insured against or any other material
changes in the policies. War risk policies may be subject to standard war risk cancellation provisions and availability
on commercially reasonable terms.

Section 8.7 Payment of Premiums. If the procuring Party fails to pay its premiums when due on any or all of the
foregoing policies for any reason whatsoever, the other Party may, at its sole discretion, pay such premiums and
charge the other party therefor, and the procuring Party shall promptly reimburse the other party for such charges.
Subject to Section 12.2(b), if any of the foregoing policies are canceled and not immediately replaced because they are
not available on commercially reasonable terms, the Parties will promptly negotiate in good faith alternatives to such
policies and/or seek replacement coverage under other policies.

Section 8.8 Review of Insurance Coverage. The Parties will periodically review the scope and amount of
insurance that LESEE Aviation and ....................................................... are required to carry pursuant to Sections 8.2
and 8.4, and shall negotiate in good faith to effect such modifications to such requirements as may be advisable based
on changes in market conditions, including availability of such coverage on commercially reasonable terms and
increases in premiums.

Section 8.9 Limitation on Indemnification. Notwithstanding Sections 8.1 and 8.3, neither Party shall be entitled to
indemnification hereunder for lost profits, reputational damage or incidental, special or consequential damages, except
to the extent such damages are required to be paid to a non-affiliated third party.

Section 8.10 Indemnification Procedures. (a) If any ....................................................... Indemnified Party or

LESEE Aviation Indemnified Party (as applicable, the “Indemnified Party”) receives notice of the assertion of any
claim or the commencement of any action or proceeding by any entity that is not a Party to this Agreement or an
Affiliate of such a Party (a “Third Party Claim”) against such Indemnified Party with respect to which LESEE
Aviation or ....................................................... (as applicable, the “Indemnifying Party”) is obligated to provide
indemnification under this Agreement, the Indemnified Party will promptly notify the Indemnifying Party of such
Third Party Claim; provided, however, that the failure of such Indemnified Party to so notify the Indemnifying Party
shall not relieve the Indemnifying Party of its obligation to indemnify the Indemnified Party hereunder except to the
extent that the Indemnifying Party is materially prejudiced by such failure (whether as a result of the forfeiture of
substantive rights or defenses or otherwise). The notice of claim shall state the nature of the claim, the amount of the
liability, if known, and the method of computation thereof, all with reasonable particularity and containing a reference
to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises. Upon receipt
of notification of a Third Party Claim, the Indemnifying Party shall be entitled, upon written notice to the Indemnified
Party, to assume the investigation and defense thereof with counsel reasonably satisfactory to the Indemnified Party.
Whether or not the Indemnifying Party elects to assume the investigation and defense of any Third Party Claim, the
Indemnified Party shall have the right to employ separate counsel and to participate in the investigation and defense
thereof; provided, however, that the Indemnified Party shall pay the fees and disbursements of such separate counsel
unless (i) the employment of such separate counsel has been specifically authorized in writing by the Indemnifying
Party or (ii) the Indemnifying Party has failed to assume the defense of such Third Party Claim within a reasonable
time after receipt of notice thereof with counsel reasonably satisfactory to such Indemnified Party. Notwithstanding
the foregoing, the Indemnifying Party shall not be liable for the fees and disbursements of more than one counsel for
all Indemnified Parties in connection with any one proceeding or similar or related proceedings arising out of the same
general allegations or a common set of facts. Without the prior written consent of the Indemnified Party, the
Indemnifying Party will not enter into any settlement of any Third Party Claim that would lead to liability or create
any financial or other obligation on the part of the Indemnified Party unless such settlement includes as an
unconditional term thereof the release of the Indemnified Party from all liability in respect of such Third Party Claim.
If a settlement offer solely for money damages is made by the applicable third party claimant and the Indemnifying
Party notifies the Indemnified Party in writing of the Indemnifying Party’s willingness to accept the settlement offer
and pay the amount called for by such offer without any reservation of any rights or defenses against the Indemnified
Party, the Indemnified Party may continue to contest such claim, free of any participation by the Indemnifying Party,
and the amount of any ultimate liability with respect to such Third Party Claim that the Indemnifying has an
obligation to pay hereunder shall be limited to the lesser of (A) the amount of the settlement offer that the Indemnified
Party declined to accept plus the Losses of the Indemnified Party relating to such Third Party Claim through the date
of its rejection of the settlement offer or (B) the aggregate Losses of the Indemnified Party with respect to such Third
Party Claim.

(b) Any claim by an Indemnified Party with respect to Losses that do not result from a Third Party Claim (a “Direct
Claim”) shall be asserted by giving the Indemnifying Party reasonably prompt written notice thereof, and the
Indemnifying Party shall have a period of 30 days within which to respond in writing to such Direct Claim, during
which period the Indemnified Party shall forbear from filing any legal process in respect of such Direct Claim. If the
Indemnifying Party does not so respond within such 30 day period, the Indemnified Party

shall be free to pursue such remedies as may be available to the Indemnified Parties on the terms and subject to the
provisions of this Agreement.

ARTICLE IX
LESEE AVIATION’S OPERATIONS

Section 9.1 Independent Contractors. The services contracted for herein shall be conducted by LESEE Aviation
solely as an independent contractor and neither it nor its employees, subcontractors, if any, or their employees,
servants or agents, shall be deemed to be employees of ........................................................ Additionally, any services
provided by ....................................................... hereunder shall be conducted or provided solely as an independent
contractor and neither ....................................................... nor its employees, subcontractors, if any, or their employees,
servants or agents, shall be deemed to be employees of LESEE Aviation.

Section 9.2 ....................................................... Employees as Agents of LESEE Aviation. Notwithstanding Section

9.1, ....................................................... employees, agents and contractors shall be authorized to act as agents of
LESEE Aviation in connection with the issuance of airbills and other transportation documents, in the acceptance of
materials and goods from shippers and in determining their suitability for air transportation and any other matters
reasonably related thereto. ....................................................... and its employees, agents and contractors shall be
governed by and shall act in compliance with LESEE Aviation’s FAA or TSA-approved security program, its policies
and programs for the acceptance or rejection of hazardous materials or dangerous goods, its policies and procedures
for DOT, FAA, and TSA compliance, in compliance with all Legal Requirements applicable to the provision of air
transportation, including import/export laws, customs laws, and other commercial laws restricting or allowing such
transportation, and in compliance with the GOM. ....................................................... and its employees, agents and
contractors shall be authorized to act as an agent for LESEE Aviation in determining whether to cause any materials
or goods to be transported by LESEE Aviation or to cause such materials or goods to be transported by any other U.S.
air carrier or foreign carrier on an interline or any other basis. Such authorization shall include the power to complete
and deliver interline manifests, airbills or other required transportation documents. .......................................................
employees, agents and contractors will meet or exceed LESEE Aviation’s Legal Requirements in regard to employee
training and qualifications for weight and balance, hazardous material recognition, alcohol and drug testing, employee
background checks and similar matters, in accordance with regulatory requirements for employees in safety sensitive
positions. ....................................................... shall indemnify and hold LESEE Aviation harmless from any and all
loss, damage or liability arising from, out of or related to, the actions or omissions of
the ....................................................... employees, agents and contractors under this Section 9.2.

Section 9.3 Procedures Under GOM. At those airport locations where loading, unloading, and weight and
balance calculations are performed by ......................................................., LESEE Aviation shall train and audit
employees of ....................................................... at each such location to conduct and perform the loading (including
with respect to hazardous materials), weight and balance calculations, ramp operations and fueling operations required
by the FAA to be performed for each of the flight operations to be flown by LESEE Aviation
for ....................................................... hereunder. The employees and agents of .......................................................
shall not become the employees of LESEE Aviation as a consequence thereof, but shall be acting as agents for LESEE
Aviation when performing such loading, weight and balance, ramp operations and fueling operations or calculations.
Any employees or agents not qualified or capable of performing such work shall be identified
to ....................................................... by LESEE Aviation, and if requested to do so by LESEE Aviation, such
employees or agents shall be promptly removed from doing such work.

Section 9.4 Access to Locations. ....................................................... shall provide access to and use of certain
space or locations at facilities leased or licensed by ....................................................... at the airports to be served
under this Agreement in order to enable, under appropriate FAA or TSA security requirements, LESEE Aviation, its
Affiliates or the respective employees, agents or contractors thereof, (i) to deliver materials and goods to the Aircraft
and to retrieve such materials and goods from the Aircraft, (ii) to provide the ground handling and ground servicing of
the Aircraft that is contemplated hereunder, (iii) to provide the operational support for the Aircraft that is
contemplated hereunder (including the calculation and preparation of weight and balance calculations that are being
performed by LESEE Aviation pursuant to Section 2.8), (iv) to store Aircraft, spare parts, mechanic’s equipment,
ramp equipment and provide work space and (v) to interact with ....................................................... as may be required
to conduct the business of LESEE Aviation in the U.S. or other

applicable jurisdictions. At any airport where LESEE Aviation provides the ACMI Services, LESEE Aviation
and ....................................................... shall use their respective commercially reasonable efforts to obtain all
credentials and make all arrangements with the airport as shall be required to allow .......................................................
employees to have access to the airport operations areas of such airports in accordance with the security plans or
arrangements in place at such airports pursuant to the Legal Requirements issued by the FAA, DOT and TSA.
Employees of each of the Parties shall act in accordance with the requirements of LESEE Aviation’s FAA and TSA-
approved security plan or the plans and arrangements in effect at any airport receiving services hereunder, including
but not limited to the maintenance of known shipper lists, the screening of materials or goods placed aboard any
aircraft, including the Aircraft covered hereunder, and the restrictions on access to any airport areas where security
limitations are imposed.

ARTICLE X
COMPENSATION

Section 10.1 Base Compensation.

(a) In exchange for the services provided by LESEE Aviation to ....................................................... under this
Agreement, ....................................................... shall (i) reimburse LESEE Aviation, in accordance with the terms
hereof, for all of the costs described in Section 10.2(a) that LESEE Aviation incurs in providing the ACMI Services to
......................................................., such costs to be determined in accordance with this Article X (such amount,
the “Cost Recovery Amount”) and (ii) pay LESEE Aviation a fee equal to (x) the base mark-up determined pursuant
to Section 10.1(b) (the “Base Markup” and, together with the Cost Recovery Amount, the “Base Compensation”) and
(y) subject to Section 10.1(d), the incremental markup determined pursuant to Section 10.1(c) (the “Incremental
Markup”). LESEE Aviation’s good faith estimate of the Cost Recovery Amount for the third fiscal quarter of 2003 is
set forth in Schedule 10.1. Prior to the Effective Time, the Parties agree to update Schedule 10.1, in accordance with
the provisions of Section 10.4, in order to reflect the actual costs experienced by LESEE Aviation during the
intervening quarter or quarters prior to the Effective Time and the impact of such actual costs on estimated costs for
the four quarters immediately following the Effective Time. Such updated Schedule 10.1 shall be the initial Cost
Recovery Amount for the period immediately following the Effective Time.

(b) the Base Markup shall be 1.75% and shall be payable (x) on all Cost Recovery Amount items described in
Section 10.2(a) and (y) contemporaneously with each payment of any Cost Recovery Amount; and

(c) the Incremental Markup shall be payable subject to Section 10.1(d) and shall consist of:

(i) with respect to each applicable quarterly or annual period, a cost component equal to, subject to Sections 10.1(e)
and 10.1(g): (A) 0.25% of any reduction of up to 4.0% in LESEE Aviation’s Cost Per Block Hour during such period
as compared with LESEE Aviation’s targeted Cost Per Block Hour in respect of such period as set forth in the
applicable Costs Estimate, plus, (B) 0.35% of any amount of reduction in excess of 4.0% (if any) in LESEE
Aviation’s Cost Per Block Hour during such period as compared with LESEE Aviation’s targeted Cost Per Block
Hour in respect of such period as set forth in the applicable Costs Estimate, in each case multiplied by the Cost
Recovery Amount for such period; provided, however, that during the first year following the Effective Time, no
Incremental Markup shall be payable in respect of any percentage reduction in LESEE Aviation’s Cost Per Block
Hour during any applicable period within such period that is greater than 5.0%. After the first anniversary of the
Effective Time, ....................................................... shall review the desirability of maintaining such 5.0% limitation
with respect to subsequent periods. An illustration of the application of this formula based on hypothetical figures is
provided in footnote 1.(1)
1

Actual Block Hours = …………..

Target Cost Per Block Hour = $...............
Actual Cost Per Block Hour = $...............
Target Cost Recovery Amount = $...............
Actual Cost Recovery Amount = $...............
Actual Cost Reduction (%) = $............... (1.67%)
Applicable award @ 1.67% Reduction = $...............
Incentive award = $...............

18

plus:

(ii) a service quality component equal to the Incremental Markup Percentage calculated according to the following
table multiplied by the Cost Recovery Amount in respect of the applicable year:

On Time Performance Standard Incremental Markup Percentage

98.3% or greater but less than 98.6% 0.05 %

98.6% or greater but less than 98.9% 0.10 %
98.9% or greater but less than 99.1% 0.15 %
99.1% or greater but less than 99.3% 0.20 %
99.3 % or greater 0.25 %

(d) No part of the Incremental Mark-Up shall be payable to LESEE Aviation unless at least 25% of such amount
shall be placed in a senior and middle management bonus plan the terms of which shall be determined by the Board of
Directors of LESEE Aviation.

(e) Within 60 days after the end of each fiscal quarter in respect of which the cost component of the Incremental
Markup was earned, …………… will pay to LESEE Aviation 40% of such cost component.

(f) Within 90 days after the end of each fiscal year, ....................................................... shall pay to LESEE Aviation
an amount equal to 60% of the cost component of the annual Incremental Markup earned for the fiscal year then
ended, such cost component to be calculated in accordance with Section 10.1(c)(i), based upon the reduction in
LESEE Aviation’s Cost Per Block Hour during the fiscal year then ended.

(g) The service quality component of the Incremental Markup shall be payable annually, within 90 days after the end
of each fiscal year, in respect the fiscal year then ended, in an amount equal to the Incremental Markup Percentage
determined pursuant to the table set forth in Section 10.1(c)(ii), multiplied by the aggregate Cost Recovery Amount
payable during such fiscal year.

(h) In the event of any extraordinary increase or decrease in the number of block hours flown within any applicable
period, ....................................................... will consult with LESEE Aviation to determine, and may make
at .......................................................’s option, a commensurate adjustment to the applicable thresholds for
determining the cost component of the Incremental Markup in respect of any such affected period. The Parties
acknowledge that the applicable thresholds for determining the cost and service components of the Incremental
Markup for the first year following the Effective Time have been prepared based upon historical cost and service
information provided by LESEE Aviation to .......................................................,
and ....................................................... shall have the right to adjust such thresholds’ after the date hereof if it
determines that the actual data pertaining to such historical periods differs from the data provided to it by LESEE
Aviation.

Section 10.2 Cost Recovery Amount.

(a) The Cost Recovery Amount shall include all of LESEE Aviation’s costs incurred in providing the ACMI
Services pursuant to this Agreement, including:

(i) all costs associated with the ownership, possession or use of the Aircraft to the extent that such costs are not
otherwise specified in this Agreement as being for the account of or to be paid by
either ....................................................... or LESEE Aviation (including depreciation costs determined in accordance
with GAAP and on a basis consistent with the determination of such depreciation costs as set forth in the Closing
Balance Sheet (as defined in the Merger Agreement), subject to changes required by GAAP; provided that, for
purposes hereof, no adjustment to depreciation costs shall be made which are based on or attributable to a termination
or non-renewal, or expected termination or non-renewal, of this Agreement; and lease and financing costs incurred by
LESEE Aviation with respect to the Aircraft);

(ii) all costs for fully qualified, licensed and experienced cockpit crews as necessary to fly the Aircraft, as well as
compliance with the latest Category II weather standards, including all recurrent, upgrade, requalification, transition or
other training for flight crews, mechanics, dispatchers or other personnel required as a result of attrition or operational
requirements, LESEE Aviation’s training and safety program or FAA or other Governmental Authority directives;

(iii) all compensation and benefits of LESEE Aviation’s employees engaged in the provision of ACMI Services
hereunder (other than the allocable share of compensation and benefits attributable to the performance of
Supplemental Flying or Independent Services), including salaries, social security, insurance, uniforms, payroll taxes,
health and medical benefits, retirement benefits and other fringe benefits, per diem and meals for the flight crews,
maintenance crews, crew scheduling, dispatchers, supervisory and administrative personnel, and all related expenses,
including accommodations and transportation at, to and from any airport or station, for the flight crews, ground staff
and other LESEE Aviation personnel;

(iv) all costs of providing the retirement benefits and retiree welfare benefits to former employees of LESEE
Aviation, including those who terminated employment prior to the Effective Time;

(v) all costs incurred in maintaining and repairing of the Aircraft and flight simulators as required by the FAA and
by LESEE Aviation’s FAA-approved maintenance programs, including the cost of oil or other incidental fluids;

(vi) all costs incurred in preparing and submitting to ......................................................., at its reasonable request,
reports concerning flight exceptions, aircraft systems and engine reliability, including the reports set forth in Schedule
2.6 to this Agreement;

(vii) all costs incurred in the preparation of all flight-related documents related to the ACMI Services, except flight-
related documents that will be prepared by .......................................................’s employees or agents;

(viii) all costs associated with coordination between LESEE Aviation’s flight or airline control and/or dispatch
functions and the ground operations and non-airline system control function performed by or
for ....................................................... to facilitate the timely and efficient performance
of ....................................................... services;

(ix) all costs associated with the insurance policies required by Section 8.2 of this Agreement;

(x) all expenses associated with LESEE Aviation’s regulatory compliance (including record-keeping, training,
development of manual(s)/forms, regulatory communications and any fines/penalties (except for fines/penalties
incurred as a result of gross negligence or willful misconduct);

(xi) all administrative or corporate overhead expenses of LESEE Aviation, except to the extent allocated, pursuant to
Section 4.2, to LESEE Aviation’s provision of Third Party Services;

(xii) subject to Section 12.3, costs associated with expansion, contraction or redeployment of Aircraft or LESEE
Aviation personnel, including any termination and relocation benefits;

(xiii) costs under any employee incentive program in effect at the Effective Time (including, for the avoidance of
doubt, LESEE Aviation’s Management Incentive Program and Star Program) or adopted by LESEE Aviation at the
request of ....................................................... to encourage improvements in services and costs;
(xiv) Depreciation costs of equipment owned by LESEE Aviation (including flight simulators and other training
equipment) and spare parts;

(xv) costs incurred by LESEE Aviation in performing its obligations under Section 9.3;

(xvi) any costs related to LESEE Aviation applying for, obtaining or maintaining Route Authorizations pursuant to
Section 2.5; and

(xvii) all costs incurred by LESEE Aviation in accordance with Section 2.7 in connection with entering into and
performing under third-party vendor contracts related to Tertiary Markets.

(b) The Cost Recovery Amount shall not include costs attributable to any of the following,
which ......................................................., at its option, will either procure or provide at its own expense or,
if ....................................................... elects not to procure or provide the following items, LESEE Aviation shall
provide such items and ....................................................... will promptly reimburse LESEE Aviation for any out of
pocket costs incurred in providing such items:

(i) fuel for the Aircraft; provided that any fuel purchase by ....................................................... shall be as agent for
LESEE Aviation, and ....................................................... shall be authorized to purchase such fuel in the name of
LESEE Aviation; and provided that such amounts shall be prepaid by ....................................................... to LESEE
Aviation;

(ii) airport landing, parking ramp and aircraft servicing fees (including, but not limited to, de-icing, ground support
equipment and fueling) at all stations;

(iii) all fees for use of or access to navigational aids and overfly permits;

(iv) all Animal, Plant Health Inspection Service fees charged for inspections of plants or animals;

(v) any taxes of LESEE Aviation other than income taxes or taxes attributable to LESEE Aviation’s performance of
Third Party Services.

(vi) taxes, duties and charges levied by any Governmental Authority on ....................................................... freight;

(vii) all interest expense in respect of LESEE Aviation’s obligations under the First Promissory Note.

(viii) all fines levied by any Government Authority against LESEE Aviation arising as a result of actions taken by or
at the direction of ....................................................... or from cargo tendered to LESEE Aviation
by .......................................................;

(ix) to the extent agreed by the Parties to be ....................................................... expenses pursuant to Section 10.7, all
capital expenditures of LESEE Aviation in connection with providing the ACMI Services;

(x) any amounts payable by LESEE Aviation to ....................................................... pursuant to the Sublease
Agreement, dated of even date herewith, between ......................................................., as sub lessor, and LESEE
Aviation, as sub lessee; and

(xi) all costs incurred by LESEE Aviation in obtaining alternative or replacement facilities as necessary to continue
performing the ACMI Services if the facilities under the Sublease become unavailable, including following any
casualty or partial condemnation of any facilities used in performing the ACMI Services.

(c) The Cost Recovery Amount shall not include, and LESEE Aviation shall not be entitled to reimbursement of any
amounts incurred in respect of, any of the following:

(i) any income tax of LESEE Aviation;

(ii) any costs related to LESEE Aviation applying for, obtaining or maintaining any and all licenses or other
operating authorities issued by any Governmental Authority required solely for the performance of Third Party
Services;
(iii) all administrative or corporate overhead expenses of LESEE Aviation, allocated, pursuant to Section 4.2, to
LESEE Aviation’s provision of Third Party Services;

(iv) all interest expense in respect of LESEE Aviation’s obligations under the Second Promissory Note; and

(v) all amounts payable by ....................................................... pursuant to Section 10.1 of the Employee Matters
Agreement.

(d) Notwithstanding Section 10.2(a)(iii), to the extent that the average increase in stated hourly wage rate scales for
the positions applicable to hourly workers, stated hourly wage rate range scales for positions of non-exempt workers
or stated annual salary range scales for the positions of exempt workers (including, with respect to non-exempt and
exempt workers, potential bonus opportunity based on the merit matrix), in each case as currently specified in LESEE
Aviation’s pay policy for LESEE Aviation employees engaged in the provision of the ACMI Services hereunder is
more than the lesser of 3% per annum or the CPI Rate plus 0.5% per annum measured on a same quarter comparison
to the corresponding quarter in the prior year (the “Labor Cost Cap”), such increases shall not be included in the Cost
Recovery Amount. Nothing in the preceding sentence shall prohibit LESEE Aviation from

Moving employees up or down scales, giving seniority increases or providing pay increases consistent with past
practice and the pay policy. Set forth on Exhibit B is the LESEE Aviation pay policy in effect at the Effective Time.
The average increase in hourly wage rates/stated annual salary shall be submitted by LESEE Aviation in the
Adjustments Statement described in Section 10.4 and any objections by ....................................................... or disputes
shall be resolved in accordance with Section 10.4. In connection with the quarterly planning process described in
Section 6.3, the Parties will review the Labor Cost Cap and negotiate in good faith any increases or decreases to the
Labor Cost Cap reasonably required to reflect changes in the ACMI Services, labor markets, industry conditions,
general economic conditions and the needs of the Parties.

Section 10.3 Determination of Cost Recovery Amount.

(a) At least 120 days prior to the beginning of each fiscal year, ....................................................... shall provide
LESEE Aviation with its Forecast of Operating Requirements for the upcoming fiscal year.

(b) As promptly as practicable (but in any event at least 60 days prior to the beginning of each fiscal year), LESEE
Aviation shall deliver to ....................................................... a detailed statement setting forth an estimate of the Cost
Recovery Amount (the “Costs Estimate”) for the upcoming year, which shall be based on amounts actually incurred
in respect of the items described in Section 10.2(a) in the prior fiscal year and LESEE Aviation’s good faith estimates
as to any increases in such amounts in the coming fiscal year. At any time, LESEE Aviation shall
permit ....................................................... and its counsel, financial advisors, auditors, consultants, employees and
other authorized representatives (collectively, the “Representatives”) to have reasonable access, during normal
business hours, upon reasonable notice and in such manner as will not unreasonably interfere in the conduct of LESEE
Aviation’s business, to LESEE Aviation’s properties, books, records and personnel for the purpose of auditing the
Costs Estimate. Within 30 days of the receipt of the Costs Estimate, ....................................................... may deliver to
LESEE Aviation a written notice setting forth any objections to the Costs Estimate.
If ....................................................... does not so object within such 30 day period, the Costs Estimate will be final and
binding as the Cost Recovery Amount for the following year.

(c) If ....................................................... so objects within such 30 day period, .......................................................

and LESEE Aviation shall use their reasonable efforts to resolve by written agreement, within 15 days after the receipt
by LESEE Aviation of .......................................................’s objections, any differences as to the Costs Estimate.
During such 15 day period, LESEE Aviation shall continue to provide ....................................................... and its
Representatives with reasonable access to its properties, books, records and personnel. If LESEE Aviation
and ....................................................... resolve all such differences, the Costs Estimate, as adjusted by the agreed
adjustments, shall be final and binding (subject to Section 10.4 and subject to any changes in costs resulting from
modifications of the ACMI Services permitted by Article VI) as the Cost Recovery Amount for the following year. If
the fiscal year has begun without resolution of the Costs Estimate, then ....................................................... shall pay
the Base Compensation based on amounts paid in the prior quarter.

(d) If .......................................................’s objections are not resolved by agreed adjustments within fifteen (15) days
after the receipt by LESEE Aviation of .......................................................’s objections, then LESEE Aviation
and ....................................................... shall promptly submit the items of disagreement to an industry expert mutually
acceptable to ....................................................... and LESEE Aviation, and such Person (the “Industry Expert”) shall
be directed by LESEE Aviation and ....................................................... to resolve such items of disagreement (based
solely on information provided to the Industry Expert by, or available from, LESEE Aviation
and .......................................................) as promptly as reasonably practicable and to deliver written notice to each of
LESEE Aviation and ....................................................... setting forth its resolution of the disputed matters (such notice
to include a worksheet setting forth all material calculations used in arriving at such resolution). The Costs Estimate,
after giving effect to any agreed adjustments and to the resolution of disputed matters by the Industry Expert, shall be
final and binding as the Cost Recovery Amount for each week and quarter of the following year. The fees and
expenses of the Industry Expert shall be allocated between LESEE Aviation and ....................................................... in
the same proportion that the aggregate amount of the disputed items so submitted to the Industry Expert that is
unsuccessfully disputed by each such party (as finally determined by the Industry Expert) bears to the total amount of
such disputed items so submitted.

(e) Unless specified in the then effective Costs Estimate, ....................................................... shall notify LESEE
Aviation of the Base Compensation applicable to the next week by Thursday of the prior week.
(f) ....................................................... shall submit written purchase orders (each a “Purchase Order”) to LESEE
Aviation in respect of any changes to the ACMI Services not contemplated by the most recent Forecast of Operating
Requirements.

Section 10.4 Quarterly Adjustments. Within forty-five (45) days following the last calendar day of a fiscal
quarter, LESEE Aviation shall deliver to ....................................................... a statement setting forth any adjustments
(the “Adjustments Statement”) to the Cost Recovery Amount to reflect the actual costs experienced by LESEE
Aviation during the prior quarter. Within thirty (30) days of the receipt of the Adjustments
Statement, ....................................................... may deliver to LESEE Aviation a written notice setting forth any
objections to the Adjustments Statement. If ....................................................... does not so object within such thirty
(30) day period, the Adjustments Statement will be final and binding and the amount payable thereunder shall be paid
as promptly as practicable, and in any event within 15 Business Days, by either LESEE Aviation
or ......................................................., as applicable, by wire transfer of immediately available funds to an account
designated by the other Party. If ....................................................... objects to the information contained in the
Adjustments Statement and .......................................................’s objections are not resolved by agreed adjustments
within fifteen (15) days after the receipt by LESEE Aviation of .......................................................’s objections, the
Parties shall promptly submit the items of disagreement to an independent auditor mutually acceptable
to ....................................................... and LESEE Aviation (the “Independent Auditor”) to determine the actual costs
incurred by LESEE Aviation in respect of such items, and the Independent Auditor shall as promptly as reasonably
practicable deliver written notice to each of LESEE Aviation and ....................................................... setting forth its
resolution of the disputed matters (such notice to include a worksheet setting forth all material calculations used in
arriving at such resolution). The Adjustments Statement, after giving effect to any agreed adjustments and to the
resolution of disputed matters by the Independent Auditor, shall be final and binding as the adjustments for the
previous quarter and the amount payable thereunder shall be paid as promptly as practicable (and in any event within
15 Business Days) by either LESEE Aviation or ......................................................., as applicable, by wire transfer of
immediately available funds to an account designated by the party receiving such funds. The fees and expenses of the
Independent Auditor shall be allocated between LESEE Aviation and ....................................................... in the same
proportion as the aggregate amount of the disputed items so submitted to the Independent Auditor that are
unsuccessfully disputed by such party (as finally determined by the Independent Auditor) bears to the total amount of
such disputed items so submitted.

Section 10.5 Payment of Base Compensation.

(a) Subject to Section 10.5(b), ....................................................... will pay the Base Compensation weekly, in
advance, by wire transfer to LESEE Aviation on Monday of each week (or, if such day is not a Business Day, on the
immediately succeeding Business Day), of the Cost Recovery Amount for the forthcoming week (as determined
pursuant to Section 10.3) plus the applicable Base Markup.

(b) If, at any time prior to ………………….., all cash and cash equivalents and investments or other financial assets
of any and every nature held by LESEE Aviation (“Cash”) is less than $.......... (the difference between $............. and
LESEE Aviation’s actual Cash being referred to herein as the “Deficiency Amount”), LESEE Aviation may request
that ....................................................... (and ....................................................... shall if so requested) prepay
(a “Prepayment”), by wire transfer to LESEE Aviation contemporaneously with the next payment of Base
Compensation and in addition to the Base Compensation for the forthcoming week payable pursuant to Section
10.5(a), the Base Compensation payable in respect of: (i) if the Deficiency Amount is less than $20 million, the Base
Compensation for the one week immediately following the forthcoming week, (ii) if the Deficiency Amount is $20
million or more (but less than $40 million), the Base Compensation for the two weeks immediately following the
forthcoming week and (iii) if the Deficiency Amount is $40 million or greater, the Base Compensation for the three
weeks immediately following the forthcoming week; provided, however, that LESEE Aviation may not make a
request for Prepayment at any time after it has made requests (in one or multiple requests) for Prepayments for a total
of three weeks, until the aggregate amount of Prepayments has been reduced in accordance with this Section 10.5 by
the amount of the Prepayment in respect of (x) one week, in which case a Prepayment request for one week may be
made, (y) two weeks, in which case a Prepayment request for two weeks may be made or (z) the entire aggregate
Prepayment Amount, in which case a Prepayment request for three weeks may be made. LESEE Aviation shall
maintain a record of the date and amount of each such Prepayment (such record being referred to herein as
the “Prepayment Account”) and the Prepayment Account shall have a starting balance of zero, which shall be (i)
increased by the amount of each Prepayment

(each of which shall be deemed to be a credit of ....................................................... to be applied towards future

payments of Base Compensation as provided in Section 10.5(c) or other amounts owing hereunder or repaid as set
forth in this Section 10.5) and (ii) decreased, dollar-for-dollar, by the amount of all costs incurred by LESEE Aviation
in providing the ACMI Services in respect of which ....................................................... has not paid the Base
Compensation, as provided in Section 10.5(c).

(c) At any time from and after the first anniversary of the making of each Prepayment or, if such first anniversary
falls after December 31, 2005, from and after December 31, 2005, ....................................................... shall be entitled
to apply the aggregate amount of such Prepayment then on balance in the Prepayment Account as a credit against
future payments of Base Compensation or other amounts owing hereunder and, if .......................................................
so elects to apply such amount (or any portion thereof) as a credit against future payments of Base Compensation
pursuant to this Section 10.5(c), then the Base Compensation payable pursuant to Section 10.5(a) shall be reduced
accordingly.

(d) If, as of January 1 or July 1 of each of 2003, 2004 and 2005, LESEE Aviation’s Cash exceeds $60 million and
there is a positive balance in the Prepayment Account, LESEE Aviation shall, within two Business Days after any
such date, as applicable, pay to ......................................................., by wire transfer to an account designated
by ......................................................., an amount equal to the lower of (i) the excess of LESEE Aviation’s actual Cash
as of such date over $60 million or (ii) the balance in the Prepayment Account.

(e) Within two Business Days following the occurrence of (i) a Change of Control or (ii) any expiration or
termination of this Agreement, LESEE Aviation shall pay to ......................................................., by wire transfer to an
account designated by ......................................................., an amount equal to the balance then outstanding in the
Prepayment Account.

(f) LESEE Aviation shall maintain complete and accurate records to support and document each Prepayment, the
Prepayment Account and LESEE Aviation’s Cash for purposes of this Section 10.5, and shall provide
to ....................................................... such information in respect thereof as ....................................................... may
reasonably request in order to substantiate any matters pertaining to this Section 10.5. In the event
that ....................................................... disputes the amount of any payment owed by LESEE Aviation pursuant to this
Section 10.5, the Parties shall use their reasonable efforts to resolve by written agreement, within 15 days after the
receipt by LESEE Aviation of .......................................................’s objections, any differences as to such amount.
During such 15 day period, LESEE Aviation shall continue to provide ....................................................... and its
Representatives with reasonable access to its properties, books, records and personnel. If LESEE Aviation
and ....................................................... resolve all such differences, the amount at issue, as adjusted by the agreed
adjustments, shall be final and binding. If .......................................................’s objections are not resolved by agreed
adjustments within fifteen (15) days after the receipt by LESEE Aviation of .......................................................’s
objections, then LESEE Aviation and ....................................................... shall promptly submit the items of
disagreement to an industry expert mutually acceptable to ....................................................... and LESEE Aviation,
and such Person (the “Industry Expert”) shall be directed by LESEE Aviation and .......................................................
to resolve such items of disagreement (based solely on information provided to the Industry Expert by, or available
from, LESEE Aviation and .......................................................) as promptly as reasonably practicable and to deliver
written notice to each of LESEE Aviation and ....................................................... setting forth its resolution of the
disputed matters (such notice to include a worksheet setting forth all material calculations used in arriving at such
resolution). The fees and expenses of the Industry Expert shall be allocated between LESEE Aviation
and ....................................................... in the same proportion that the aggregate amount of the disputed items so
submitted to the Industry Expert that is unsuccessfully disputed by each such party (as finally determined by the
Industry Expert) bears to the total amount of such disputed items so submitted.
 Section 10.6 Revenue from Third Party Services.

(a) In connection with Supplemental Flying during the first year following the Effective Time, LESEE Aviation
shall pay ....................................................... a fee equal to (i) $ per hour for Supplemental Flying using DC-9
Aircraft, (ii) $ per hour for Supplemental Flying using DC-8 Aircraft and (iii) $ for Supplemental Flying using
Boeing 767 Aircraft. Following the first anniversary of the Effective Time, the Parties agree to negotiate in good faith
to determine a commercially reasonable fee payable by LESEE Aviation to ....................................................... in
respect of such Supplemental Flying.

(b) In connection with Filler Cargo Services during the first year following the Effective Time, LESEE Aviation
shall pay ....................................................... a fee equal to $ per pound of Filler Cargo transported. Following the
first anniversary of the Effective Time, the Parties agree to negotiate in good faith to determine a commercially
reasonable fee payable by LESEE Aviation to ....................................................... in respect of such Filler Cargo
Services.

(c) (i) Within ten (10) Business Days of the end of each month, LESEE Aviation shall deliver
to ....................................................... a detailed statement setting forth the amounts due
to ....................................................... in accordance with Sections 10.6 (a) and (b) for such month, as well as any
amounts due ....................................................... pursuant to Section 4.3 of this Agreement during such month
(the “Third Party Payment Estimate”). Following receipt of the Third Party Payment Estimate, LESEE Aviation shall
permit ....................................................... and its Representatives to have reasonable access, during normal business
hours, upon reasonable notice and in such manner as will not unreasonably interfere in the conduct of LESEE
Aviation’s business, to LESEE Aviation’s properties, books, records and personnel for the purpose of auditing the
Third Party Payment Estimate. Within ten (10) Business Days of the receipt of the Third Party Payment
Estimate, ....................................................... may deliver to LESEE Aviation a written notice setting forth any
objections to the Third Party Payment Estimate. If ....................................................... does not so object within such
10 Business Day period, the Third Party Payment Estimate will be final and binding and LESEE Aviation shall
promptly pay the amount set forth in the Third Party Payment Estimate to ........................................................

(i) If ....................................................... so objects within such 10 Business Day

period, ....................................................... and LESEE Aviation shall use their reasonable efforts to resolve by written
agreement, within two (2) Business Days after the receipt by LESEE Aviation of .......................................................’s
objections, any differences as to the Third Party Payment Estimate. During such 2 Business Day period, LESEE
Aviation shall continue to provide ....................................................... and its Representatives with reasonable access to
its properties, books, records and personnel. If LESEE Aviation and ....................................................... resolve all
such differences, the Third Party Payment Estimate, as adjusted by the agreed adjustments, shall be final and binding
and LESEE Aviation shall promptly pay the amount set forth in the Third Party Payment Estimate
to ........................................................

(ii) If .......................................................’s objections are not resolved by agreed adjustments within two (2)
Business Days after the receipt by LESEE Aviation of .......................................................’s objections, then LESEE
Aviation and ....................................................... shall promptly submit the items of disagreement to an Independent
Auditor who shall be directed to resolve such items of disagreement (based solely on information provided to the
Independent Auditor by, or available from, LESEE Aviation and .......................................................) as promptly as
reasonably practicable and to deliver written notice to each of LESEE Aviation and .......................................................
setting forth its resolution of the disputed matters (such notice to include a worksheet setting forth all material
calculations used in arriving at such resolution). The Third Party Payment Estimate, after giving effect to any agreed
adjustments and to the resolution of disputed matters by the Independent Auditor, shall be final and binding and
LESEE Aviation shall promptly pay the amount set forth in the Third Party Payment Estimate
to ........................................................ The fees and expenses of the Independent Auditor shall be allocated between
LESEE Aviation and ....................................................... in the same proportion that the aggregate amount of the
disputed items so submitted to the Independent Auditor that are unsuccessfully disputed by each such party (as finally
determined by the Independent Auditor) bears to the total amount of such disputed items so submitted.

Section 10.7 Capital Expenditures. The Parties anticipate that LESEE Aviation’s compensation will be sufficient
to cover capital expenditures in the ordinary course. To the extent that LESEE Aviation’s cash resources are not
sufficient to fund any capital expenditures necessary to provide the ACMI Services, to the extent agreed by the Parties
in connection with determining the capital budget portion of the applicable Costs
Estimate, ....................................................... will fund such necessary capital expenditures in excess of those capital
expenditures to be funded by LESEE Aviation, either, in its sole discretion, directly or through modifying the
compensation payable under this Agreement; provided, that if ....................................................... elects to fund all or
some portion of any capital expenditure, the portion of such capital expenditure funded
by ....................................................... will be excluded from the Cost Recovery Amount.

Section 10.8 Records. LESEE Aviation shall maintain complete and accurate records to support and document all
costs related to its provision of the ACMI Services, including with respect to the Cost Recovery Amount,
Supplemental Flying and Filler Cargo Services, in each case in accordance with GAAP consistently applied to past
periods in all material respects. LESEE Aviation shall provide reasonable statements of costs incurred and will make
its financial personnel available to discuss such statements.

ARTICLE XI
TERM

Section 11.1 Term; Renewal. The term of this Agreement (the “Term”) shall commence at the Effective Time and
shall terminate on the day immediately preceding the seventh (7 th) anniversary of the Effective Time (the “Expiration
Date”), unless earlier terminated under the express terms hereof or unless extended as provided below. The Term
shall automatically renew for an additional three (3) years after the Expiration Date upon substantially the same terms
and conditions, modified only to reflect those changes to the provision of services under the Agreement that have
evolved and been incorporated in this Agreement at the time of renewal, unless either Party provides the other written
notice of its intent not to renew the Agreement not less than one (1) year prior to the Expiration Date; provided that
the Term shall not renew automatically, but may be extended in .......................................................’s discretion, if in
the twelve month period prior to the renewal date LESEE Aviation is in default under Section 13.1(a), subject to
Section 13.3(c).

ARTICLE XII
TERMINATION

Section 12.1 Termination by LESEE Aviation. LESEE Aviation may terminate this Agreement at any time upon
written notice:

(a) subject to and in accordance with Section 13.3, following a ....................................................... Event of Default;

(b) upon two Business Days prior written notice to ....................................................... after an event of Force
Majeure shall have continued for 30 days; provided, however, that LESEE Aviation may not terminate this Agreement
pursuant to this Section 12.1(b) so long as ....................................................... elects to continue paying the Cost
Recovery Amount.

Section 12.2 Termination Rights of ........................................................ ....................................................... may

terminate this Agreement upon written notice:

(a) subject to and in accordance with Section 13.3, at any time following an LESEE Aviation Event of Default;

(b) in the event that LESEE Aviation fails to maintain at all times during the Term the insurance required pursuant
to Section 8.2(a);

(c) upon the occurrence of a Change of Control without the prior written consent
of ......................................................., if any Person or Persons acquiring stock or becoming a director or officer of
LESEE Aviation in connection with such Change of Control is a major integrated international air express delivery
company with annual revenues in excess of $5 billion or is an Affiliate of such company (or is a director or officer of
such company or its Affiliates, as applicable);

(d) upon two Business Days prior written notice to LESEE Aviation after an event of Force Majeure shall have
continued for 30 days; and

(e) with respect to any Aircraft as provided in Article VI.

Section 12.3 Termination Costs.

.
(a) Termination by LESEE Aviation. If LESEE Aviation terminates this Agreement pursuant to Section
12.1(a), ....................................................... shall not be obligated to pay any termination costs specified in Section
12.3(c) or 12.3(d) of this Agreement, and LESEE Aviation shall retain any remedies it may have
against ....................................................... at law or in equity. If LESEE Aviation terminates this Agreement pursuant
to Section 12.1(b) and such termination was predicated upon an event of Force Majeure related to any labor dispute at
LESEE Aviation, ....................................................... shall not be obligated to pay or reimburse LESEE Aviation for
any costs associated with such termination. If LESEE Aviation terminates this Agreement pursuant to Section 12.1(b)
and such termination was predicated upon an event of Force Majeure not related to a labor dispute at LESEE Aviation,
....................................................... shall reimburse LESEE Aviation for all costs associated with such termination.

(b) Termination by ........................................................ In the event ....................................................... terminates

this Agreement pursuant to Sections 12.2(a), (b) or (c), ....................................................... will not be obligated to pay
any termination costs specified in this Agreement. If ....................................................... terminates this Agreement
pursuant to Section 12.2(d) and such termination was predicated upon an event of Force Majeure related to any labor
dispute at LESEE Aviation, ....................................................... shall not be obligated to pay or reimburse LESEE
Aviation for any costs associated with such termination. If ....................................................... terminates this
Agreement pursuant to Section 12.2(d) and such termination was predicated upon an event of Force Majeure not
related to a labor dispute at LESEE Aviation, ....................................................... shall reimburse LESEE Aviation for
all costs associated with such termination.

(c) Early Termination of an Aircraft by ........................................................ In the

event ....................................................... elects to terminate this Agreement with respect to any specific Aircraft and
such termination results in the aggregate number of Aircraft exceeding the number of Aircraft required to perform the
ACMI Services, (i) ....................................................... will reimburse LESEE Aviation for any direct costs (other than
depreciation and employee termination costs) resulting from such termination of an Aircraft, and the Parties will use
their commercially reasonable efforts to minimize any such direct costs and (ii) unless such termination results from a
termination of this Agreement pursuant to Section 12.2(c) and ....................................................... elects to terminate
such right by delivering written notice of such termination to LESEE Aviation, LESEE Aviation will have the right to
put (the “Put Option”) to ....................................................... the Aircraft that ....................................................... in its
sole discretion has so elected to terminate (a “Released Aircraft”) in accordance with the following provisions if any
value with respect to the Released Aircraft remains undepreciated for purposes of LESEE Aviation’s Financial
Statements:

(i) If LESEE Aviation’s total shareholders’ equity would be in excess of $.......... after giving effect to any write-
downs reasonably anticipated by LESEE Aviation to be associated with the disposition of a Released Aircraft:

(A) the Put Price will be the lower of the Book Value or Fair Market Value of the Released Aircraft;
and

(B) LESEE Aviation’s shareholders equity will be decreased by the difference (if any) between Book
Value and Fair Market Value;

(ii) If LESEE Aviation’s total shareholders’ equity would not be in excess of $100 million after giving effect to any
write-downs reasonably anticipated by LESEE Aviation to be associated with the disposition of a Released Aircraft
and any amounts remain outstanding in respect of the First Promissory Note:

(A) the Put Price will be the lower of the Book Value or Fair Market Value of the Released Aircraft;
and

(B) the amounts owed by LESEE Aviation under the First Promissory Note will be reduced by the
excess (if any) of Book Value over Fair Market Value so long as the First Promissory Note is
outstanding; or

(iii) If LESEE Aviation’s total shareholders’ equity would not be in excess of $100 million after giving effect to any
such write-down and the First Promissory Note is no longer outstanding, the Put Price will be the higher of the Book
Value or Fair Market Value of the Released Aircraft.

(d) Released Aircraft Statement. No later than 30 days following receipt by LESEE Aviation of a written notice
of .......................................................’s intention to terminate this Agreement with respect to a Released Aircraft,
LESEE Aviation shall, if it elects to exercise its Put Option with respect to such Released Aircraft, prepare or cause to
be prepared, in accordance with GAAP, and delivered to ....................................................... a statement
(the “Released Aircraft Statement”) setting forth (i) the Book Value and the Fair Market Value (as determined by the
Board of Directors of LESEE Aviation) of the Released Aircraft and (ii) the current amount of LESEE Aviation’s
shareholder equity as set forth in LESEE Aviation’ most recent month-end financial statements and (iii) a statement of
the total shareholders’ equity reasonably anticipated for LESEE Aviation after giving effect to any write-downs
associated with the disposition of the Released Aircraft. If applicable, the Fair Market Value shall then be promptly
determined as provided in the definition thereof. As promptly as practicable following the receipt
by ....................................................... of the Released Aircraft Statement (and in any event within 10 Business Days
after the later of delivery thereof or, if applicable, the determination of Fair Market
Value), ....................................................... shall, subject to the closing of the transaction pursuant to the next sentence,
make a payment to LESEE Aviation by wire transfer
of immediately available funds of the put price (the “Put Price”) payable in accordance with section 12.3(c). Upon
the closing of the transaction in accordance with the procedures and the delivery of documents set forth in Exhibit
C, ....................................................... shall pay the Put Price and LESEE Aviation shall deliver the Released Aircraft
to ....................................................... or its designee at such location within the continental United States
as ....................................................... shall reasonably request; provided that, if the Released Aircraft is not then
situated at the location requested by ....................................................... , ………………………. shall reimburse
LESEE Aviation’s costs for transporting the Aircraft to the location requested by ........................................................

Section 12.4 Expiration without Renewal.

(a) Termination Costs and Put Option. In the event this Agreement is allowed to expire on the Expiration Date
without the Term being extended automatically as provided in Subsection 11.1, (i) .......................................................
will promptly upon notice reimburse LESEE Aviation for the costs of terminating any unexpired third party
maintenance contracts relating to the Aircraft (provided that the Parties will use their commercially reasonable efforts
to minimize any termination costs associated therewith) and (ii) if, after giving effect to any asset write-downs,
payment of expiration costs (other than costs associated with the termination of pilots and mechanics) resulting from
the expiration hereof, .......................................................’s reimbursement to LESEE Aviation of costs arising from the
termination of third party maintenance contracts and other costs or expenses arising as a result of such expiration
resulting from the expiration hereof, LESEE Aviation’s balance sheet with respect to the business represented by this
Agreement would not reflect (A) shareholders’ equity of at least $[shareholders’ equity at Effective Time] and (B) $25
million in Free Cash, then LESEE Aviation will have a Put Option (unless a Change of Control shall have occurred
and ....................................................... elects to terminate such Put Option by delivering written notice of such
termination to LESEE Aviation) with respect to any of the Aircraft then included on its balance sheet for which any
value remains undepreciated for purposes of LESEE Aviation’s Financial Statements to the extent necessary to
achieve the above-referenced levels of shareholders equity (provided that the Fair Market Value of the affected
Aircraft exceeds Book Value) and Free Cash.

(b) Put Price. In the event LESEE Aviation puts any Aircraft to ....................................................... pursuant to
Subsection 12.4(a), and so long as any amounts remain outstanding under the First Promissory Note, the Put Price will
be, at .......................................................’s option, either of the following:

(i) the lower of the Book Value or Fair Market Value of the affected Aircraft, and the amounts owed by LESEE
Aviation under the First Promissory Note will be reduced by the excess (if any) of Book Value over Fair Market
Value so long as the First Promissory Note is outstanding; or

(ii) The higher of the Book Value or Fair Market Value of the affected Aircraft, and the First Promissory Note will
remain outstanding.

Notwithstanding the foregoing, if the First Promissory Note is no longer outstanding, the Put Price will be the higher
of the Book Value or Fair Market Value of the affected Aircraft.

(c) Expiration Statement. No later than 60 days following receipt by LESEE Aviation of a written notice
from ....................................................... of .......................................................’s intention not to allow this Agreement
to renew, LESEE Aviation shall prepare or cause to be prepared, in accordance with GAAP, and delivered
to ....................................................... a statement (the “Expiration Statement”) setting forth LESEE Aviation’s
balance sheet, including its shareholders equity, Free Cash, the Book Value and Fair Market Value (as determined by
the Board of Directors of LESEE Aviation) of the Aircraft. If applicable, the amount of Fair Market Value shall then
be promptly determined as provided in the definition thereof. As promptly as practicable following the receipt
by ....................................................... of the Expiration Statement (and in any event within 10 Business Days after the
later of delivery thereof or, if applicable, the determination of Fair Market Value), .......................................................
shall make a payment to LESEE Aviation by wire transfer of immediately available funds of the Put Price payable in
accordance with section 12.4(b). Upon payment of the Put Price and the closing of the transaction in accordance with
the procedures and delivery of the documents set forth in Exhibit C hereto, LESEE Aviation shall deliver the Aircraft
to ....................................................... or its designee at such location within the continental United States
as ....................................................... shall reasonably request; provided that, if the Released Aircraft is not then
situated at the location requested by ......................................................., ………………….. shall reimburse LESEE
Aviation’s costs for transporting the Aircraft to the location requested by ........................................................

Section 12.5 Transition Period following Termination. If this Agreement is terminated pursuant to Section 12.1 or
12.2 of this Agreement, ....................................................... and LESEE Aviation will cooperate in good faith to
transition the ACMI Services to such Person or Persons as ....................................................... desires and to ensure
that the ACMI Services are provided until such transition is complete. During such transition
period, ....................................................... will cooperate with LESEE Aviation to provide access to its facilities in
order for LESEE Aviation to perform its obligations in respect of Third Party Services. The Parties will use their
respective commercially reasonable efforts to minimize costs during such transition
period. ....................................................... Shall continue to pay the Base Compensation to LESEE Aviation to the
extent that LESEE Aviation continues to provide ACMI Services during such transition period.

ARTICLE XIII
EVENTS OF DEFAULT

Section 13.1 Events of Default. The occurrence of any of the following events or conditions shall constitute an
event of default by LESEE Aviation hereunder (each an “LESEE Aviation Event of Default” and collectively,
the “LESEE Aviation Events of Default”):

(a) Without limiting the provisions of Section 13.1(i), the failure of LESEE Aviation to maintain an On-Time
Performance rate of at least 96.5% in either (i) each of any two consecutive months or (ii) each of any three months
(whether or not consecutive) within any trailing twelve-month period.

(b) The material breach of any representation or warranty of LESEE Aviation hereunder;

(c) The dissolution, liquidation, cessation of business or immediate termination of existence of LESEE Aviation;

(d) The insolvency or bankruptcy of LESEE Aviation or the appointment of a trustee or receiver for LESEE
Aviation or for a substantial part of its business, or the admission in writing of LESEE Aviation of its inability to pay
its debts as they may mature;

(e) The institution by or against LESEE Aviation of bankruptcy, reorganization, arrangement, insolvency, or
liquidation proceedings or any other proceedings for relief under any bankruptcy or similar federal, state or local law
for the relief of debtors, provided that, if such proceeding is instituted against LESEE Aviation and is not consented to
by LESEE Aviation, it is not dismissed or stayed within sixty (60) days after such institution;

(f) Any other material breach or failure of LESEE Aviation to observe or perform any term, condition, covenant or
agreement required to be observed or performed by it hereunder;

(g) The violation of any Legal Requirement or the suspension or revocation of any license, certificate or permit
necessary to conduct all or any portion of LESEE Aviation’s obligation’s hereunder and that prevents LESEE
Aviation from performing in any material respect its obligations hereunder, unless such violation, suspension or
revocation occurred as a result of actions or omissions of .......................................................;

(h) The occurrence of any Change of Control unless, prior to the occurrence of such Change of Control, the Person
proposing the transaction which resulted in such Change of Control shall have
notified ....................................................... of its intent to enter into such transaction and, if so requested
by ......................................................., consulted in good faith with ....................................................... to discuss the
terms and conditions of such transaction; and

(i) Following the occurrence of any Change of Control, if ....................................................... elects to elevate the
expected On-Time Performance rate by delivering written notice to LESEE Aviation, the failure of LESEE Aviation
to maintain, during (i) any period of 45 consecutive days or (ii) any two calendar months (whether or not consecutive),
in either case, within the first 15 months following the occurrence of such Change of Control, an On-Time
Performance rate equal to or greater than the higher of (x) LESEE Aviation’s average On-Time Performance rate for
the 180-day period immediately prior to the occurrence of such Change of Control and (y) 98.5%.

Section 13.2 ....................................................... Events of Default. The occurrence of any of the following events
or conditions shall constitute an event of default of ....................................................... hereunder (each
a “....................................................... Event of Default” and, collectively, the “.......................................................
Events of Default”):

(a) The failure of ....................................................... to pay when due the Base Compensation in accordance with
Article X or any other amounts which may be payable by ....................................................... hereunder;

(b) A termination of, or default by Delta Holdings under, the Guaranty or a repudiation by Delta Holdings of its
obligations thereunder;

(c) The material breach of any representation or warranty of ....................................................... hereunder;

(d) The dissolution, liquidation, cessation of business or immediate termination of existence

of .......................................................;

(e) The insolvency or bankruptcy of ....................................................... or the appointment of a trustee or receiver

for ....................................................... or for a substantial part of its business, or the admission in writing
of ....................................................... of its inability to pay its debts as they mature;

(f) The institution by or against ....................................................... of bankruptcy, reorganization, arrangement,

insolvency, or liquidation proceedings or any other proceedings for relief under any bankruptcy or similar federal,
state or local law for the relief of debtors, provided that, if such proceeding is instituted
against ....................................................... and is not consented to by ......................................................., it is not
dismissed or stayed within sixty (60) days after such institution;

(g) Any other material breach or failure of ....................................................... to observe or perform any term,
condition, covenant or agreement required to be observed or performed by it hereunder; and

(h) The violation of any Legal Requirement or the suspension or revocation of any license, certificate or permit
necessary to conduct all or any portion of .......................................................’s obligation’s hereunder and that
prevents ....................................................... from performing in any material respect its obligations hereunder, unless
such violation, suspension or revocation occurred as a result of actions or omissions of LESEE Aviation.

Section 13.3 Termination upon Event of Default. (a) Upon the occurrence and during the continuance of any Event
of Default enumerated in Section 13.1(c), (d) or (e) or in Section 13.2(d), (e) or (f), the non-defaulting Party may elect
to terminate this Agreement immediately in its entirety upon giving written notice to the defaulting Party.

(b) Upon the occurrence and during the continuance of any Event of Default enumerated in Section 13.1(b), (f) or
(g) or in Section 13.2(b), (c), (g) or (h), the non-defaulting Party may, without prejudice to any other remedy which it
may have at law or in equity, terminate this Agreement by giving notice of such default, and the Party receiving such
notice shall have thirty (30) days from the date of receipt of such notice to cure such default. If the Event of Default
has not been cured by midnight of the thirtieth (30th) day after receipt of such notice, this Agreement shall be deemed
immediately terminated, unless such cure period has been extended in writing by the non-defaulting Party or the
defaulting Party is using commercially reasonable efforts to cure such default and such default is, in the reasonable
judgment of the defaulting Party, capable of being cured with a reasonable period of time (not to exceed 30 days), in
which case such additional time shall be allowed in order to cure such default.

(c) Upon the occurrence and during the continuance of any Event of Default enumerated in Subsection
13.1(a), ....................................................... may only terminate this Agreement after giving notice of such default to
LESEE Aviation and the following procedures shall have been employed in an effort to cure such default: (i) the
Parties shall have met and conferred to determine the nature and the causes of the default and, if possible, the changes
to operations, schedules or routings as may be necessary to eliminate such default and (ii) following such meeting
between the Parties, they shall diligently attempt to implement any such changes to the operations or schedules that
have been determined will resolve such default, and they shall make such further adjustments or changes as are
foreseen to be necessary to avoid a recurrence of the conditions that gave rise to the default. If the Parties are
completely unable to reconcile the problems associated with the default, or the changes they have implemented fail to
cure the default within ninety (90) days of operations after the implementation of such
changes, ....................................................... may terminate this Agreement unless LESEE Aviation in good faith
contests the default, in which event .......................................................’s right to terminate shall be resolved in
accordance with Section 17.1 of this Agreement.

(d) Upon the occurrence of any Event of Default enumerated in Section 13.2(a), LESEE Aviation will
give ....................................................... notice thereof, and ....................................................... will have two (2)
Business Days from the date of receipt of such notice (the “Outside Cure Date”) to cure such default. In addition to
payment of the Base Compensation, ....................................................... will pay to LESEE Aviation an additional
amount equal to the Base Compensation payment times LIBOR plus 2% divided by 365 for each day such payment
has not been made from the Outside Cure Date. ....................................................... shall pay such Base Compensation
payment and additional amount as set forth in the preceding sentence and, to the
extent ....................................................... contests any such amount, ....................................................... shall seek
recovery in accordance with Section 17.1 after it has paid and LESEE Aviation has received such Base Compensation
and any additional payments as set forth in the preceding sentence.

(e) Subject to Section 8.9 hereof, the right of either Party under this Article XIII to terminate this Agreement
following a Default of the other Party hereto shall not be deemed an exclusive remedy, and will be in addition to any
other remedy such Party may have either at law or in equity.

ARTICLE XIV
DELAYS AND DAMAGES

Section 14.1 Damaged Aircraft. (a) If an Aircraft is damaged and the ACMI Services cannot be satisfactorily
performed in accordance with the terms of this Agreement, LESEE Aviation will (i) promptly
notify ......................................................., (ii) use commercially reasonable efforts to repair the Aircraft and return it to
service as soon as possible and (iii) liaise and cooperate with ....................................................... regarding the course
of action which is adopted. At the request of ......................................................., LESEE Aviation will use
commercially reasonable efforts to arrange for the use of a suitable substitute aircraft during any period during which
the damaged Aircraft may be unavailable. If the damage to the Aircraft was the fault of LESEE Aviation, LESEE
Aviation will hold ....................................................... harmless from all liabilities, costs and expenses arising from
such use of a substitute aircraft to the extent that ....................................................... would not have been responsible
for such liabilities, costs and expenses if they had been performed with an Aircraft in accordance with the terms of this
Agreement. If the damage to the Aircraft was the fault
of ......................................................., ....................................................... will hold LESEE Aviation harmless from all
liabilities, costs and expenses arising from such use of a substitute aircraft to the extent that LESEE Aviation would
not have been responsible for such liabilities, costs and expenses if they had been performed with an Aircraft in
accordance with the terms of this Agreement.

(b) In the event that LESEE Aviation is unable to provide any or all transportation services on a particular date
within a time-frame reasonably satisfactory to ....................................................... with an Aircraft or a substitute
aircraft in accordance with Section 14.1(a), due to causes other than Force
Majeure, ....................................................... may make any reasonable or necessary arrangements with other air
carriers to provide the ACMI Services as provided for in this Agreement. All such costs shall be for the account
of ....................................................... and LESEE Aviation’s sole liability to ....................................................... shall
be the reduction in the amount payable to LESEE Aviation under this Agreement by reason of it not performing its
obligations hereunder; provided, however, that to the extent it becomes necessary to repair or replace any Aircraft,
spare part or item of equipment due to the gross negligence or willful misconduct of LESEE Aviation, LESEE
Aviation shall bear directly the costs of such repair or replacement; and provided, further, that if such costs are
covered by insurance, LESEE Aviation shall nevertheless be responsible for the costs of any deductible required to be
paid under any applicable insurance policy.

Section 14.2 Destruction of Aircraft. If an Aircraft is destroyed, or otherwise suffers a casualty occurrence that
would constitute a total loss or a constructive total loss under the terms of the hull insurance maintained by LESEE
Aviation with respect to such Aircraft, this Agreement shall terminate with respect to such Aircraft as of the date of
the loss, and ....................................................... shall have no further obligation or liability to LESEE Aviation with
respect to such Aircraft.

ARTICLE XV
FORCE MAJEURE

Section 15.1 Suspension of Obligations. Except as specifically provided hereunder in this Article XV, if either
party hereto is rendered unable in whole or in part by Force Majeure to carry out its obligations under this Agreement,
or ....................................................... is unable to supply cargo for LESEE Aviation flights due in whole or in part to
a Force Majeure, it is agreed that the obligations of each party, other than (i) in the case
of ....................................................... preexisting payment obligations then due and owing, obligations for services
which have been performed by LESEE Aviation under this Agreement but which have not yet been billed, and
obligations under this Article XV, and, (ii) in the case of LESEE Aviation, preexisting or existing maintenance
obligations under this Agreement and its obligations under this Article XV, shall be suspended during the continuance
of any inability so caused, provided that good faith endeavors by the Party giving such notice are made to remedy
such cause with all reasonable dispatch. Each Party will give written notice of such Force Majeure to the other Party
as soon as possible after the occurrence of the event constituting Force Majeure.

Section 15.2 ....................................................... Obligation to Pay During a Force Majeure. (a) During the period
a Force Majeure continues which affects the Parties jointly, or which affects only LESEE Aviation so that it is not
able to provide the services contracted for hereunder (including the inability to secure landing slots), subject to
Subsection 15.4 hereof, ....................................................... shall pay the Cost Recovery Amount in respect of periods
during the continuance of such Force Majeure but shall not be obligated to pay the Base Markup or the Incremental
Markup.

(a) During a period when a Force Majeure continues which affects .......................................................’s need for
flight services hereunder, but does not prevent LESEE Aviation from providing such flight
services, ....................................................... shall pay the Cost Recovery Amount in respect of periods during the
continuance of such Force Majeure but shall not be obligated to pay the Base Mark-up or the Incremental Markup.

Section 15.3 Make-Up Flights During a Force Majeure. Provided ....................................................... gives
LESEE Aviation sufficient notice, LESEE Aviation shall make additional or make-up flights over normal routings
requested by ....................................................... to the extent that it is commercially able to do so, consistent with
safety and Legal Requirements.

Section 15.4 Other Carriers. If a condition of Force Majeure arises that affects LESEE Aviation’s ability to
provide the ACMI Services required hereunder, ....................................................... shall have the right, but not the
obligation, to arrange for another carrier to perform such ACMI Services until such time as such Force Majeure can
be cured and for a reasonable period thereafter and, except as otherwise provided for herein, LESEE Aviation shall be
reinstated as soon as is reasonable under the circumstances. For a Force Majeure that renders only a portion of the
ACMI Services hereunder unavailable to ......................................................., a prorated reduction in Base
Compensation shall be made according to the portion of these ACMI Services that LESEE Aviation is actually unable
to so perform. ....................................................... and LESEE Aviation shall mutually determine what portions of the
ACMI Services are unavailable for use by ........................................................

ARTICLE XVI
ADVERTISING AND NONDISCLOSURE

Section 16.1 Trademarks; Trade names and Logos. LESEE Aviation covenants and agrees
with ......................................................., for the benefit of ......................................................., that it will not make any
use whatsoever of, or cause others to make or assist others making any use whatsoever, of the corporate or trade name
of “.......................................................” or “Delta” or any portion thereof, in connection with any advertising,
promotion, publicity or other printed material, without the prior written consent of ........................................................
The Parties understand that LESEE Aviation shall retain the ABX Air, Inc. name. .......................................................
and Delta shall license other ....................................................... and Delta trademarks, names or logos to LESEE
Aviation on a royalty-free basis as determined by ....................................................... and Delta. Upon termination of
this Agreement, unless expressly agreed to by the Parties in writing, all of such other uses of
the ....................................................... name or logo shall immediately cease and shall be removed from all such
equipment, facilities, uniforms, business records or forms by LESEE Aviation and be replaced,
at .......................................................’s expense in a reasonable time period (but in any event, not to exceed 180 days
after the date of such termination).

Section 16.2 Confidentiality. LESEE Aviation covenants and agrees that except as required by the provisions of
any Legal Requirement for which LESEE Aviation is obligated regarding LESEE Aviation’s ordinary business
operations, LESEE Aviation shall use commercially reasonable efforts not to disclose publicly or describe its
commercial relationship with ....................................................... or Delta to any Person. The Parties acknowledge that
this Agreement will be filed with the Securities and Exchange Commission and will cooperate to seek confidential
treatment of such portions hereof as may be agreed to by the Parties.

Section 16.3 Survival; Severability. It is expressly understood and agreed that LESEE Aviation’s obligations
under Subsections 16.1 and 16.2 above shall survive the expiration or termination of this Agreement, its rescission or
other termination and that these subsections shall remain in full force and effect and shall be deemed severable from
and independent of the other sections of this Agreement.

ARTICLE XVII
MISCELLANEOUS

Section 17.1 Dispute Resolution. Except as otherwise provided herein, any and all controversies or claims arising
out of, under or relating to this Agreement or its performance (“Disputes”), including any amendments hereto or the
breach hereof shall be determined and settled in accordance with the laws of the state of New York as follows:

(a) LESEE Aviation and ....................................................... shall use their best reasonable efforts to resolve any and
all Disputes. If a Dispute cannot be resolved by the representatives of the Parties hereto within a reasonable time, it
shall be referred to the Chief Executive Officers of LESEE Aviation and ......................................................., as the
case may be, or their respective designees, for further negotiation for a period of thirty (30) days. Only upon failure by
LESEE Aviation and ....................................................... to resolve the Dispute through such negotiation may either
party prosecute such claim in a more formal proceeding as provided herein; provided that in the event good faith
negotiations are ensuing and a party reasonably believes that it will forfeit claims as a result of statute of limitations,
laches, or other similar defenses, then the Parties shall enter into a customary tolling arrangement in order to preserve
any such claims during the informal dispute resolution procedures.

(b) If a Dispute cannot be resolved as provided in Section 17.1(a), then the Parties shall submit to the binding
arbitration procedures hereinafter set forth. Such binding arbitration shall take place in New York, New York, and
shall be in accordance with the rules of the American Arbitration Association. The parties shall each choose an
arbitrator within thirty (30) days after the written request by either of them, and the arbitrators so chosen shall choose
a third arbitrator within thirty (30) days after their selection by the Parties. The Parties agree that within sixty (60)
days after selection, the arbitrators shall submit a written report of their determination of the Dispute. If such report is
not unanimous, the determination of two (2) of the arbitrators shall nevertheless be binding upon the Parties.
Arbitrators designated hereunder shall have substantial commercial experience in the air transport or air express
industry. The losing Party shall pay all costs of such arbitration; provided, that if neither Party is clearly the losing
Party, then the arbitrators shall allocate the arbitration costs between the Parties in an equitable manner, as the
arbitrators may determine in their sole discretion. Any decision, determination or award rendered as a result of such
arbitration shall be final, conclusive and binding on the Parties and may be reduced to judgment in any appropriate
court having jurisdiction thereof.

Section 17.2 Sub-Contracting. LESEE Aviation may, to the extent permitted by applicable regulations of the DOT
and the FAA, and with prior written approval of ......................................................., which approval shall not be
unreasonably withheld, engage another U.S. certificated air carrier to perform any of the obligations of LESEE
Aviation under this Agreement on an emergency, occasional or infrequent sub-service basis, with equivalent capacity
aircraft; provided that LESEE Aviation shall not thereby be relieved of its obligations
to ....................................................... hereunder should such other Service provider fail to perform or operate
to .......................................................’s satisfaction the flight or flights so sub-serviced.

Section 17.3 Time is of the Essence. Time is of the essence to this Agreement. The term “days” as used in this
Agreement shall mean calendar days unless otherwise indicated herein.

Section 17.4 Binding Effect; Assignment. This Agreement shall be binding upon and inure to the benefit of and be
enforceable by the Parties and their respective successors and permitted assigns. No Party to this Agreement may
assign its rights or delegate its obligations under this Agreement to any other Person, without the express prior written
consent of the other party hereto (such consent not to be unreasonably
withheld); provided that ....................................................... may assign this Agreement to any of its Affiliates as long
as the obligations of such assignee are guaranteed by Delta. Any such assignment or transfer made without the prior
written consent of the other Party hereto shall be null and void.
Section 17.5 Execution in Counterparts. To facilitate execution, this Agreement may be executed in any number
of counterparts (including by facsimile transmission), each of which shall be deemed to be an original, but all of
which together shall constitute one binding agreement on the Parties, notwithstanding that not all Parties are
signatories to the same counterpart.

Section 17.6 Headings; Certain Construction Rules. The Article and section headings and the table of contents
contained in this Agreement are for reference purposes only and do not form a part of this Agreement and do not in
any way modify, interpret or construe the intentions of the Parties. As used in this Agreement, unless otherwise
provided to the contrary, (a) all references to days or months shall be deemed references to calendar days or months
and (b) any reference to a “Section,” “Article” or “Schedule” shall be deemed to refer to a section or article of this
Agreement or a schedule to this Agreement. The words “hereof,” “herein” and “hereunder” and words of similar
import referring to this Agreement refer to this Agreement as a whole and not to any particular provision of this
Agreement. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be
deemed to be followed by the words “without limitation.” Unless otherwise specifically provided for herein, the term
“or” shall not be deemed to be exclusive.

Section 17.7 Notices. All notices, requests, claims, demands and other communications hereunder shall, except
where specifically provided otherwise, be in writing and shall be deemed to have been duly given to a Party if
delivered in person or sent by overnight delivery (providing proof of delivery) to the Parties at the following address
(or at such other address for a Party as shall be specified by like notice) on the date of delivery, or if by facsimile,
upon confirmation of receipt:

If to .......................................................:

.......................................................
Address
Attn: Chief Executive Officer
Facsimile:

If to LESEE Aviation:

LESEE Aviation
Address
Attn: Chief Executive Officer
Facsimile:

....................................................... and LESEE Aviation may each change, from time to time, their named
representative and respective addresses for the purpose of this section by written notice to the other as herein
provided.

Section 17.8 Entire Agreement. This Agreement, including the Schedules hereto, constitutes the entire agreement
between the Parties and supersedes any and all prior and contemporaneous agreements, memoranda, arrangements and
understandings, both written and oral, between the Parties with respect to the subject matter hereof. No representation,
warranty, promise inducement or statement of intention has been made by either Party which is not contained in this
Agreement or the Schedules to this Agreement and no Party shall be bound by, or be liable for, any alleged
representation, promise, inducement or statement of intention not contained herein or therein. All Schedules to this
Agreement and expressly made a part of, and incorporated by reference into this Agreement.

Section 17.9 Amendments; Waivers. Subject to applicable law, this Agreement may only be amended pursuant to a
written agreement executed by all Parties, and no waiver of compliance with any provision or condition of this
Agreement and no consent provided for in this Agreement shall be effective unless evidenced by a written instrument
executed by the Party against whom such waiver or consent is to be effective. No waiver of any term or provision of
this Agreement shall be construed as a further or continuing waiver of such term or provision or any other term or
provision.

Section 17.10 Further Assurances. Each Party hereto shall, at its own expense (except as otherwise provided
herein), take such other actions and execute and deliver such documents as may be reasonably necessary to effectuate
the purpose of this Agreement.

Section 17.11 Severability. If any provision or any part of any provision of this Agreement is void or
unenforceable for any reason whatsoever, then such provision shall be stricken and of no force and effect. However,
unless such stricken provision goes to the essence of the consideration bargained for by a Party, the remaining
provisions of this Agreement shall continue in full force and effect and, to the extent required, shall be modified to
preserve their validity. Upon such determination that any term or other provision or any part of any provision is void
or unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent
of the Parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are
fulfilled to the fullest extent possible.

Section 17.12 Gender, Tense, Etc. Where the context or construction requires, all words applied in the plural shall
be deemed to have been used in the singular, and vice versa; the masculine shall include the feminine and neuter, and
vice versa; and the present tense shall include the past and future tense, and vice versa.

Section 17.13 No Third-Party Rights. Nothing in this Agreement, whether express or implied, is intended to or
shall confer any rights, benefits or remedies under or by reason of this Agreement on any Persons other than the
Parties and their respective successors and permitted assigns, nor is anything in this Agreement intended to relieve or
discharge the obligation or liability of any third Persons to any Party, nor shall any provisions give any third Persons
any right or subrogation over or action against any Party.

Section 17.14 Specific Performance. The Parties agree that irreparable damage would occur in the event any of the
provisions of this Agreement were not performed in accordance with the terms hereof and that the Parties are entitled
to specific performance of the terms hereof in addition to any other remedies at law or in equity.

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IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their duly authorized
representatives as of the day and year first above written.

AIRBORNE INC.

By:

Name:

Title:

ABX AIR, INC.

By:

Name:

Title: