Air Transport Services (ATSG) 10-Q 2009 Q2 Quarterly report

Exhibit 10.5

April 16, 2009

VIA FACSIMILE TO (954) 888-7310

& DHL EXPRESS

DHL Network Operations (USA), Inc.

1200 South Pine Island Road

Plantation, Florida 33324

Attention: Jon E. Olin – EVP, General Counsel & Secretary

Re: Base and Incremental Markup for the Second Quarter of 2009 under the Hub and Line-Haul Services Agreement, by and between DHL Express (USA), Inc., as successor in interest to Airborne, Inc. (“Groundco”) and ABX Air, Inc. (“Airco”), dated August 15, 2003, as amended on April 27, 2004, August 8, 2005 and November 9, 2008 (the “Hub Services Agreement”).

Dear Jon:

Unless otherwise defined herein, all capitalized terms used herein shall have the meanings ascribed thereto in the Hub Services Agreement.

In accordance with paragraph (c) of the Third Amendment of the Hub Services Agreement, dated November 9, 2008, Groundco and Airco hereby agree as follows:

(a) The Base Markup, quarterly cost component and twenty-five percent (25%) of the annual cost and service components of the Incremental Markup to be paid to Airco in exchange for the services provided by Airco to Groundco under the Hub Services Agreement during the second quarter of 2009 shall total $1,994,434, consisting of the following:

$ 1,112,000	Base Markup for second quarter of 2009
$    150,000	Quarterly cost component of Incremental Markup for second quarter of 2009
$    225,000	25% of annual cost component of Incremental Markup for 2009
$    507,434	25% of annual service component of Incremental Markup for 2009

(b) Groundco will pay the Compensation for the second quarter of 2009 weekly, in advance, by wire transfer to Airco on Monday of each week (or, if such day is not a Business Day, on the immediately succeeding Business Day), consisting of the Cost Recovery Amount for the forthcoming week plus the applicable Base Markup. Both the quarterly cost component and twenty-five percent (25%) of the annual cost and service components of the Incremental Markup will be paid by DHL no later than July 15, 2009, in accordance with the terms of the Hub Services Agreement.

Jon E. Olin

April 16, 2009

2 of 2

Groundco and Airco further agree that the allocation of overhead costs attributable to Airco’s provision of (i) Ancillary Services under the Hub Services Agreement, and (ii) Third Party Services under the ACMI Service Agreement, by and between DHL Network Operations (USA), Inc., as successor in interest to Airborne, Inc. and Airco, dated August 15, 2003, as amended from time to time, shall not exceed $800,000 in total for the second quarter of 2009.

Except to the extent provided in this letter, the terms and conditions of the Hub Services Agreement shall remain in full force and effect.

Please acknowledge Groundco’s acceptance of the foregoing by having an authorized representative of DHL Express (USA), Inc., sign and date both counterparts of this letter in the space provided below and returning one counterpart to me for my records.

Sincerely,

ABX Air, Inc.

/s/ W. Joseph Payne

W. Joseph Payne

Vice President

General Counsel & Secretary

ACCEPTED AND AGREED:
DHL Express (USA), Inc.
/s/ Jon E. Olin
By:	Jon E. Olin
Its:	EVP & General Counsel
Date:	April 22, 2009