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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
Entities
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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