DHL Corporation and Subsidiaries - Page 94

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               (2)  entering into a new business other than one that was              
          directly related to the principal business of DHL;                          
               (3)  reappointment of the CEO;                                         
               (4)  any debt or lease financing by DHL if, as a result of             
          such financing, the total amount of debt and lease financing by             
          DHL would exceed 75 percent of the total capitalization of DHL.             
          The limit was 50 percent if the new investors exercised the                 
          “Newco Share Alternative”;                                                  
               (5)  any matters that exceeded a fair market value of $20              
          million, including purchases, sales, and leases, and excluding              
          the exercise of the DHL trademark option.                                   
          III.  Operating Agreements Between DHL and DHLI and Related                 
               The responsibilities of individual foreign operating                   
          companies were defined in network operating agreements with DHLI            
          or Ops B.V, its subsidiary, and the responsibilities of the                 
          independent agents were defined in agency agreements with DHLI              
          and related entities.  In general, an individual operating                  
          company or agent would bill customers in its service area an all-           
          inclusive price for shipments to other service areas.  For                  
          transactions emanating outside the United States, each service              
          area’s operating company or agent typically retained a portion of           
          the revenue received from its customers and remitted the                    
          remainder to the DHLI entities as a “network fee”.                          

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Last modified: May 25, 2011