Free Answer - District Court of Federal Claims - federal

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IN THE UNITED STATES COURT OF FEDERAL CLAIMS DISTRIBUTION POSTAL CONSULTANTS, INC., Plaintiff, v. THE UNITED STATES, Defendant. ) ) ) ) ) ) ) ) ) )

No. 08-17 C (Judge Eric G. Bruggink)

DEFENDANT'S ANSWER AND COUNTERCLAIM For its answer to plaintiff's complaint, defendant, the United States, admits, denies and alleges as follows: 1. Admits the allegations contained paragraph 1. 2. The allegations contained in paragraph 2 constitute conclusions of law to which no response is required; to the extent they may be deemed allegations of fact, they are denied. 3. The allegations contained in paragraph 3 constitute conclusions of law to which no response is required; to the extent they may be deemed allegations of fact, they are denied. 4. Admits the allegations contained in paragraph 4. 5. Denies the allegations contained in paragraph 5 for lack of knowledge or information sufficient to form a belief as to their truth. 6. Denies the allegations contained in paragraph 6. 7. Denies the allegations contained in paragraph 7 for lack of knowledge or information sufficient to form a belief as to their truth. 8. Denies the allegation contained in the first sentence of paragraph 8 that the International Customized Mail Service Agreement was received by plaintiff on April 2, 2002, and avers that the agreement cited was executed on April 24, 2002; admits the remainder of the

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allegations of the first and third sentences of paragraph 8 to the extent supported by the agreement cited, which is the best evidence of its contents; otherwise denies the remainder of the allegations of the first and third sentences of paragraph 8. Denies the allegations contained in the second sentence of paragraph 8. 9. Denies the allegations contained in paragraph 9. 10. Denies the allegations contained in paragraph 10. 11. Denies the allegations contained in paragraph 11. 12. Admits the allegation contained in the first sentence of paragraph 12 that, around May of 2004, defendant informed plaintiff that it no longer had an International Customized Mail Service Agreement with defendant; otherwise, denies the remaining allegations contained in paragraph 12. 13. Denies the allegations contained in paragraph 13. 14. Admits only that it entered into an International Customized Mail Service Agreement with the plaintiff on August 4, 2004; denies the remainder of the allegations contained in paragraph 14. 15. Denies the allegations contained in the first sentence of paragraph 15. Denies the allegations of the second sentence of paragraph 15 that an International Customized Mail Service Agreement is a "license" or that Defendant allowed American Mail Sort to use any agreement improperly. Admits the allegation contained in the second sentence of paragraph 15 that plaintiff objected to the agreement between the Postal Service and American Mail Sort. The third sentence of paragraph 15 contains conclusions of law to which no response is required; to the extent they may be deemed allegations of fact, they are denied.

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16. Paragraph 16 contains conclusions of law to which no response is required; to the extent they may be deemed allegations of fact, they are denied. 17. Denies the allegation contained in the first sentence of paragraph 17 that Michael K. Plunkett is defendant's "agent" and avers that Mr. Plunkett is an employee of the United States Postal Service. Admits the allegations contained in paragraph 17 to the extent supported by the letter cited, which is the best evidence of its contents; otherwise denies the remainder of the allegations contained in paragraph 17. 18. Denies the allegations contained in the first sentence that plaintiff had an "International Mail License" and that American Mail Sort and Robert Dunbebin made "improper use" of it. The remainder of the allegations contained in the first sentence of paragraph 18 constitute conclusions of law to which no response is required; to the extent they may be deemed allegations of fact, they are denied. Admits the remaining allegations contained in the first and second sentences of paragraph 18 to the extent they are supported by the cited letter, which is the best evidence of its contents; otherwise the allegations contained in the first and second sentences of paragraph 18 are denied. 19. Denies the allegations in paragraph 19 except to extent supported by the cited letter, which is the best evidence of its contents. 20. Admits that plaintiff filed a lawsuit, to the extent supported by the cited civil action, which is the best evidence of its contents; otherwise denies the remainder of the allegations contained in paragraph 20.

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21. Admits the allegations contained in paragraph 21 to the extent supported by the cited Judgment, which is the best evidence of its contents; otherwise denies the allegations contained in paragraph 21. 22. Admits the allegation that plaintiff's vice-president, Louis F. Haber, Sr., faxed a copy of the referenced judgment to defendant, but denies the allegations that plaintiff had an "International Mail License" and that American Mail Sort used it. Denies the remainder of the allegations contained in paragraph 22 for lack of knowledge or information sufficient to form a belief as to their truth. 23. Denies the allegations contained in paragraph 23 for lack of knowledge or information sufficient to form a belief as to their truth. 24. The allegations contained in paragraph 24 constitute conclusions of law to which no response is required; to the extent they may be deemed allegations of fact, they are denied. 25. Admits the allegations contained in paragraph 25 to the extent supported by the cited Standard Form 95, which is the best evidence of its contents; otherwise denies the allegations contained in paragraph 25. 26. Denies the allegations contained in the first sentence of paragraph 26 for lack of knowledge or information sufficient to form a belief as to their truth. Admits the allegations contained in the second and third sentences of paragraph 26 to the extent supported by the cited letter, which is the best evidence of its contents; otherwise denies the allegations contained in the second and third sentences of paragraph 26. 27. The allegations contained in paragraph 24 constitute conclusions of law to which no response is required; to the extent they may be deemed allegations of fact, they are denied.

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28. Admits that defendant will not enter into a new International Customized Mail Service Agreement with plaintiff unless and until, at a minimum, plaintiff pays the sum it owes defendant, as described in the counterclaim below; denies the remaining allegations contained in paragraph 28. 29. The allegations contained in paragraph 29 constitute plaintiff's characterization of this action and conclusions of law to which no response is required; to the extent they may be deemed allegations of fact, they are denied. 30. Denies the allegations contained in paragraph 30. 31. The allegations contained in paragraph 31 constitute conclusions of law to which no response is required; to the extent they may be deemed allegations of fact, they are denied. Denies that the International Customized Mail Service Agreement is an "International Mail License." 32. The allegations contained in paragraph 32 constitute conclusions of law to which no response is required; to the extent they may be deemed allegations of fact, they are denied. 33. Denies the allegation that "[a]s a result of Defendant's actions, Plaintiff has retained the service of James G. Sturgill, CPA, CVA, ABV" for lack of knowledge or information sufficient to form a belief as to their truth, and avers that the cited report is the best evidence of its contents; otherwise the allegations contained in paragraph 33 are denied. Count I (Breach of Contract) 34. Defendant's responses to paragraphs 1 through 33 of the complaint are incorporated by reference.

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35. The allegations contained in paragraph 35 constitute conclusions of law to which no response is required; to the extent they may be deemed to be allegations of fact, they are denied. 36. Denies the allegations contained in paragraph 36. Denies that plaintiff is entitled to the relief set forth in the "wherefore" clause immediately following paragraph 36, or to any relief whatsoever. Count II 1 (Implied Covenants of Good Faith and Fair Dealing) 37. Defendant's responses to paragraphs 1-36 of the complaint are incorporated by reference. 38. The allegations contained in paragraph 38 constitute conclusions of law to which no response is required; to the extent they may be deemed allegations of fact, they are denied. 39. The allegations contained in paragraph 39 constitute conclusions of law to which no response is required; to the extent they may be deemed allegations of fact, they are denied. 40. The allegations contained in paragraph 40 constitute conclusions of law to which no response is required; to the extent they may be deemed allegations of fact, they are denied. Denies that plaintiff is entitled to the relief set forth in the "wherefore" clause immediately following paragraph 40, or to any relief whatsoever. 41. Denies each and every allegation not previously admitted or otherwise qualified.

Defendant notes that plaintiff ­ in its May 8, 2008 response to defendant's motion for summary judgment and, in the alterative, defendant's motion to dismiss ­ withdrew Count II of its complaint, arguing that defendant's motion for summary judgment and motion to dismiss as to Count II should be denied as moot. See DPC Resp. at 6; Def.'s June 6, 2008 Reply at 1-2.

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DEFENDANT'S COUNTERCLAIM (Breach of Contract) 42. This Court possesses jurisdiction to entertain defendant's counterclaim pursuant to 28 U.S.C. § 2508. 43. The United States Postal Service ("Postal Service" or "USPS") and Distribution Postal Consultants, Inc. ("DPC") entered into an International Customized Mail Service Agreement (the "Second ICM"), effective from August 14, 2004 to December 31, 2005. A copy is attached as Exhibit D1. 44. Under the terms of the Second ICM, DPC agreed to tender to the USPS mail intended for delivery outside the United States that would generate at least $25 million in actual postage on an annualized basis beginning on the effective date of the Second ICM. In exchange for this commitment, the Postal Service gave DPC discounts off the non-discounted published rates (in effect on the date of mailing) with regard to certain identified mail types, including International Surface Air Lift and M-Bags, International Priority Airmail, and Global Bulk Economy mail (collectively, "Qualifying Mail"). These discounts were as great as 16 percent off the non-discounted published rates in effect on the date of mailing. 45. Also under the terms of the Second ICM, DPC agreed to reimburse the USPS for the amount of additional discount DPC received for mailings above the discount earned according to discount schedules set forth in exhibits 1 through 4 contained within the Second ICM. 46. DPC agreed to reimburse the USPS within three months of the end of the related period for which it did not tender Qualifying Mail sufficient to earn the discounts it received from the Postal Service.

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47. During the effective term of the Second ICM, DPC tendered Qualifying Mail to the Postal Service for delivery to destinations outside the United States. 48. From August 2004 through August 2005, the amount of Qualifying Mail that DPC tendered to the Postal Service did not generate actual postage in excess of $25 million. 49. The Second ICM was amended to extend its effective date to on or about January 6, 2006. 50. In the months of September, October, November and December of 2005, DPC tendered Qualifying Mail to the Postal Service for delivery to destinations outside the United States. 51. From September through December 2005, the amount of Qualifying Mail that DPC tendered to the Postal Service did not generate actual postage in excess of 4/12 of $25 million, which is the annualized amount of postage corresponding to a four month period. 52. As calculated by the Postal Service, the amount of reimbursement DPC owes to the Postal Service is $136,571.00 for discounts DPC received but did not earn by tendering sufficient amounts of Qualifying Mail for the period of August 2004 through December 2005. 53. DPC has made no payment to the Postal Service to reimburse it for discounts DPC received but did not earn under the Second ICM. 54. DPC entered into another ICM with the Postal Service which was to remain in effect from on or about January 8, 2006 through December 31, 2006 ("Third ICM"). A copy is attached as Exhibit D2.

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55. On or about January 9, 2005, DPC executed an amendment to the Third ICM to modify the term of the agreement such that the end of the term was extended from December 31, 2006 to January 25, 2007. 56. Under the Third ICM, DPC agreed to tender to the USPS mail intended for delivery outside the United States that would generate at least $25 million in actual postage on an annualized basis beginning on the effective date of the Third ICM. In exchange for this commitment, the Postal Service gave DPC discounts off the non-discounted published rates in effect on the date of mailing of Qualifying Mail. These discounts were as great as 16 percent off the non-discounted published rates in effect at the date of mailing. 57. DPC agreed to reimburse the USPS the amount of additional discount DPC received for mailings above the discount earned according to discount schedules set forth in exhibits and annexes contained in the Third ICM. 58. DPC agreed to reimburse the USPS within three months of the date the USPS informed DPC of the amount of the required reimbursement for discounts DPC received, but did not earn, by tendering for delivery amounts of Qualifying Mail. 59. DPC tendered Qualifying Mail to the Postal Service for delivery to destinations outside the United States during the period from January 2006 through December 2006. 60. From January 2006 through December 2006, the amount of Qualifying Mail that DPC tendered to the Postal Service did not generate actual postage in excess of $25 million. 61. In January 2007, DPC filed a complaint against the USPS in the United States District Court for the District of Maryland. During those proceedings, James J. Crawford, a USPS employee, filed a declaration on February 26, 2007, that notified DPC of the Postal

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Service's calculation of DPC's debt to the Postal Service under the Third ICM. As calculated by the Postal Service and as indicated by Mr. Crawford in his declaration, the total amount of reimbursement DPC owes to the Postal Service is $234,599, including $98,028.00 for discounts DPC received but did not earn by tendering sufficient amounts of Qualifying Mail for the period of January 2006 through December 2006. 62. DPC has made no payments to the Postal Service to reimburse the Postal Service for discounts DPC received under the terms of the Third ICM for the period from January 2006 through December 2006. 63. DPC breached its contract with the Postal Service when DPC failed to reimburse the Postal Service for discounts DPC received but did not earn under the terms of the Second ICM. As a result of its breach of the Second ICM, DPC is liable to the Postal Service for $136,571.00. 64. DPC breached its contract with the Postal Service when it failed to reimburse the Postal Service for discounts DPC received but did not earn under the terms of the Third ICM. As a result of its breach of the Third ICM, DPC is liable to the Postal Service for $98,028.00. 65. The combined amount of the deficiencies owed by DPC to the Postal Service under the terms of the Second and Third ICMs is $234,599. A copy of the invoices sent to DPC are attached as Exhibit D3. WHEREFORE, defendant requests that the Court enter judgment in defendant's favor in the amount of $234,599.00, order that the complaint be dismissed, and grant defendant such other and further relief as the Court may deem just and proper.

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GREGORY G. KATSAS Assistant Attorney General JEANNE E. DAVIDSON Director s/ Reginald T. Blades, Jr. REGINALD T. BLADES, JR. Assistant Director s/ Matthew H. Solomson MATTHEW H. SOLOMSON Trial Attorney, Commercial Litigation Branch Civil Division, U.S. Department of Justice Attn: Classification Unit, 8th Floor 1100 L Street, N.W. Washington, D.C. 20530 Tel: (202) 305-3274 August 1, 2008 Counsel for Defendant

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EXHIBIT D1

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INTERNATIONAL CUSTOMIZED MAlL SER VICE A GREEMENT BETWEEN THE,, UNITED STATES POSTAL SERVICE AND DISTRIBUTION POSTAL COMPANY This Agreement is between, the United States Postal Service, an independent establishment of the United States Government, and Distribution Postal, Company. ARTICLE 1. PURPOSE OF THE AGREEMENT This Agreement shall gove~ the use Distribution Postal Company shall have of International Customized Mail service for International Priority Airmail, International Surface Air Lift, Global Bulk Economy service, and Inte.rqational M-bag service. ARTICLE 2. DEFINITIO.NS As used in this Agreemenb 1. "USPS" means the United States Postal Service. 2. "Mailer" means Distribution Postal Company, its subsidiaries and agents. 3. "DMM" means the D~omestic Mail Manual as published by the USPS from time to time. 4. "IMM" means the In~ematiot~:aI.Mail Manual as published by the USPS from time to time. "ICM" means International Customized Mail, the bulk mailing system created by this Agreement, pursuant to which the USPS shall accept mail from the Mailer for international delivery. "IPA" means Interna}ional Priority Airmail service. 7. "ISAL" means International Surface Air Lift service. 8. "GBE" means Global Bulk Economy service. 9. "United States" meabs the United States of America, its territories and possessions. 1,0."Qualifying Mail" means mail that meets the requirements set forth in Article 3 of this Agreement. ~ 11."Non-Qualifying Mail" means mail that does not meet the requirements set forth in Article 3 of this Agreement.

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ARTICLE 3. QUALIFYING MAIL Only mail that meets the folilowing requirements shall qualify as Qualifying Mail except as those requirements conflict with the applicable specific requirements set forth in this Agreement. 1.~~IPA. Every item must, comply with the preparation requirements set forth in IMM 292 for International !Priority Airmail service. 2. ISAL. Every item must comply with the preparation requirements set forth in IMM 293 for International iSurface Air Lift service. GBE. Every item mast comply withthe specific preparation and payment requ----irements set fo~h in Annex One to this Agreement. The average weight of GBE items must be at least four (4) ounces. M-ba,qs. Every item imust comply with the preparation requirements set forth in IMM 260 for direct sacks of Printed Matter shipped to one foreign addressee. ARTICLE 4. NON-QUALIFYING MAIL The USPS, at its option and without forfeiting any of its rights under this Agreement, may either .refuse to accept! Non-Qualifying Mail or accept Non-Qualifying Mail under terms and conditions and at postage rates to be specified by the USPS. ARTICLE 5. OBLIGATIONS OF THE USPS The USPS hereby agrees: t. Supplies. To furnishl the Mailer with the postal equipment and postal supplies required for the use Of Qualifying Mail. 2, On-site Trainin,q. Tol provide the Mailer with the preparation requirements for Quahfy=ng Ma=l and any tra~n=ng necessary to prepare mad =n conform=ty w~th the requirements for Qualifying Mail.
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Transportation. To arrange with carriers to transport Qualifying Mail to international destinations for delivery by the appropriate, authority.

ARTICLE 6. OBLIGATIONS OF THE MAILER The Mailer hereby agrees: Tender Amount. To ~ender to the USPS mail intended for delivery outside the United States that generates at least $25 million in actual postage on an annualized basis beginning on the effective date of this Agreement as defined in Article 12.

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2. Tender Locations. ~o tender: a. At least ninety-nine (99) percent of IPA Qualifying Mail in drop shipments to the appropriate locations specified in IMM 292. Do At least ninety-nine (99) percent of ISAL Qualifying Mail in drop shipments to the appropriate locations specified in IMM 293. No more than~ one (1) percent of IPA and ISAL Qualifying Mail to other postal facilitie~ at the full service rate. One hundred i(100) percent of GBE mail in drop shipments to the USPS facility at the New Jersey International and Bulk Mail Center, 80 County Road, Jersey!City, NJ 07097-9998, or to the Oakland International Service Facility, 500 ~5th Avenue, Oakland, CA 94622-9998. Exclusivity. To use ~he ICM program exclusively when the mailing items meet the requirements of Article 3 of this Agreement. 4. Advance Notificationi. To provide: a. The Manager,. International Customized Mail, via e-mail to icmusps@usps.,qov, with notification of intent to drop ship mail at a specific Iocati,~n two weeks before the initial shipment to that location. b. The Manager,i International Customized Mail, via e-mail to [email protected], with notification of dedication permit numbers two weeks in befo~-e the initial use of that permit number. c. The appropriate USPS acceptance sites with projections of mailings to include the intended date of mailing, weight, and volume of the mailings. 5. PaYment of Posta.qel To pay: a. Postage to the USPS, either directly or through a mailing agent, for all Qualifying Mail by use of dedicated permit imprints subject to the conditions stated in DMM P040. b. Postage to the USPS, either directly or through a mailing agent, for all GBE mailings!by use of a dedicated permit imprint used exclusively for GBE mailingsI ARTICLE 7 POSTAGE R/~TES ISAL and M-baq.s. Iq consideration of Article 6.1, the Mailer will receive a discount of sixteen (16) percent off the non-discounted published rates in effect on the date of mailing ISAL and M-bag Qualifying Mail. 2. IPA. In consideration', of Article 6.1, the Mailer will receive: a. A discount of sixteen (16) percent off the non-discounted published rates in effect on the date of mailing IPA Qualifying Mail through December 31, 2004; ~

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b. A discount of.fifteen (15) percent off the non-discounted published rates for IPA rate gro P 1; a discount of twelve (12) percent off the nondiscounted pgblished rates for IPA rate groups 2, 4, 5, 6, 7, and 8; and a discount of tep (10) percent off the non-discounted published rates for IPA rate group 3 ,Qualifying Mail beginning on January 1, 2005.
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GBE. In consideration of Article 6.1, the Mailer will receive a discount of sixteen (16) percent off the i~ase rates for GBE Qualifying Mail in Annex One to this Agreement.

ARTICLE 8 RENEGOTIATION OF POSTAGE RATES In the event that the cost to' the USPS for providing any one of the categories of Qualifying Mail increases ir~ excess of five (5) percent, the USPS reserves the right to notifythe Mailer and revise.the rates for that service established under this Agreemen[ ARTICLE 9 GUARANTEE If the Mailer does not tender to the USPS mail intended for delivery outside the United States that generates at least $25 million in actual postage on an annualized basis beginning on the effective date of this Agreement, as defined in Article 12, and ending on the termination date of this Agreement, the Mailer must reimburse the USPS the amountof the additional discount it received for mailings above the discount earned subject to this Agreement i:a accordance with Exhibits 1,2, 3, and 4. Payment must be made no later than three (31) months after the end of the related period. Exhibit 1

' 5.00% $ 2,000,000 -$ 4,999,999 $ 5,ooo,ooo, $ 5,999,999 ~ 10.00% 11.00% $ 6,000,000 $ 61999,999 ........ 12100% $ 7,ooo,ooo: $ 7,9991999 ' 13.00% $ 8,ooo,ooo: $ 8,999,999 14.00% S 9, 0001000. $ 9,999,999 $10,000,00Q. $14,9991999 i5.25% $15,000,000, $19,999,999 15.50% 15.75% $20,000,0001 $24,999,999 ..... $25,ooo,ooo and over 16.00% * Actual revehuereceived after discount is applied.

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Exhibit 2

$ 2,000,0001- $ 4,999,999 4.00% $ 5,000,000i- $ 9,999,999 5.00% $10,000,000,- $14,999,999 6.00% $15,.000,000- $19,999,999 7.00% $ 20,000,000, - $ 24,999,999 8.00% $25,000,Q00 and over 15.00% * Actual revedue received after discount is applied. Exhibit 3

4.00% $ 2,000,000i- $ 4,999,999 5.00% $ 5,000,000 - $ 9,999,999 $10,000,000- $14,999,999 6.00% $15,000,000 - $19,999,999 7.00% $ 20,000,000 - $ 24,999,999 8.00% $25,000,000 and over 12.00% * Actual reven!ue received after discount is applied. Exhibit 4

$ 2,000,000i- $ 4,999,999 4.00% $ 5,000,000 - $ 9,999,999 5.00% $ 10,000,000~ - $ 14,999,999 6.00% $ 15,000,000 - $19,999,999 7.00% $ 20,000,000 - $ 24,999,999 8.00% $25,000,0~00 and over 10.00% * Actual revenue received after discount is applied. ARTICLE 10 NO SERVICE,' GUARANTEE Nothing in this Agreement shall be construed as a representation or guarantee by the USPS that Qualifying Mail be delivered to the appropriate addressees within any Will particular time.

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ARTICLE 11 SUSPENSIONS OF MAIL SERVICE In the event that a suspension of mail service from the United States to a given country would prevent delivery of Qualifying Mail to addressees in that country, the Mailer shall not tender Qualifying Mail tb the USPS until service is restored. Under these circumstances, the Mailer Shall have the option to make alternative arrangements for the delivery of Qualifying Mail without penalty. ARTICLE 12 TERM OF THE AGREEMENT 1. This Agreement sha'll be in effect from August 14, 2004 and shall remain in effect until midnight on December 31, 2005. 2. Either party to this Agreement may cancel this Agreement by giving the other party six (6) monthslnotice in writing. If the Mailer cancels this Agreement before the stated terminati0.n date, the Mailer remains bound by the terms of Article 9. ARTICLE 13. LIMITATION OF LIABILITY The liability of the USPS u0der this Agreement shall be limited to the refund of postage for Qualifying Mail that is Io'.st or destroyed in bulk after being tendered to the USPS and prior to being received by the delivery authority outside of the United States. The USPS shall not be liable for any actual or consequential damages suffered by the Mailer as the result of late delivery or non-delivery of Qualifying Mail. ARTICLE 14. INDEMNITY The Mailer shall indemnify #nd save harmless the USPS and its officers, agents, and employees from any and all claims, losses, costs, damages, or expenses growing out of, or connected in any othSr way with the discharge by the Mailer of any undertaking contained in this Agreement, t, except for Claims arising out of the negligence or willful misconduct of the USPS ori of its officers, agents, or employees. Notwithstanding its obligation to indemnify the USPS, the Mailer Shall not be liable for any consequential damages suffered by the USPS. ARTICLE 15. FORCE MA3EURE Neither party shall be liableifor its failure to perform under the terms of this Agreement . due to any contingency beyond ~ts reasonable control, including acts of God, fires, floods, wars, sabotage, accidents, labor disputes or shortages, governmental laws, ordinances, rules and regul~ations,' whether valid or invalid, court orders, whether valid or invalid, inability to obtain material, equipment, or transportation, and any other similar or different contingency.

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ARTICLE 16. GOVERNING LAW This Agreement shall be governed by, construed, and enforced in accordance with United States federal law. ARTICLE 17. NO WAIVER The failure of either party to ',this Agreement to insist upon the performance of any of the terms and conditions of this Agreement, or the waiver of any breach of the terms and conditions of this Agreemen,t, shall not be construed as thereafter waiving any such terms and conditions, but th~se shall continue and remain in full force and effect as if such forbearance or waiver had not occurred. ARTICLE 18. EFFECT OF !PARTIAL INVALIDITY The invalidity of any portion iof this Agreement will not and shall not be deemed to affect the validity of any other provision. In the event that any provision of this Agreement is held to be invalid, the parties agree that the remaining provisions shall be deemed to be in full force and effect. ARTICLE 19. ENTIRE AGREEMENT This Agreement, including a!ll Annexes thereto, shall constitute the entire agreement between the parties regardieg' the use of the ICM Program as it pertains to Qualifying Mail intended for delivery odtside ~he United States. Any prior understanding or representation of any kind p!eceding the date of this Agreement regarding the use of the ICM Program for Qua ify,,ing Mail originating in the United States and intended for delivery outside the United States shall not be binding upon either party except to the extent incorporated in this Agreement. ARTICLE 20. MODIFICATION Any modification of or Amendment to this Agreement or additional obligation assumed by either party in connectior~ with this Agreement, with the exception of changes to rates under the terms of Article 8, Ishall be binding only if placed in writing and signed by each party. ARTICLE 21. ASSIGNMENT The rights of each party undler this Agreement are personal to that party and may not be assigned or transferred to any other person, firm, corporation, or other entity without the prior, express, and written consent, of the other party. Granting such consent shall not be unreasonably withheld a~d shall be allowed for assignment to a subsidiary or affiliate of the Mailer. :

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ARTICLE 22. NU~MBER AND GENDER The use of any particular g~nder or the plural or singular number in this Agreement is intended to include the othei gender or number as the text may require. ARTICLE 23. PARAGRAPH HEADINGS The titles to the paragraphsiof this Agreement are solely for the convenience of the parties and shall not be use~ to explain, modify, simplify, or aid in the interpretation of the provisions of this Agreement. ARTICLE 24. NOTICES All notices or demands required by this Agreement shall be sufficient if delivered personally or mailed to the following individuals: To the United State§ Postal Service: United States Postal Service Vice President, International Business 475 L'Enfant Plaza SW Washin',qton, DC 20260-,9998 To the Mailer: Louis Fi. Haber, Jr. President/CEO Distri,bdtion Postal Company 6200 F~'ankford Avenue Baltimo.'re MD 21206-4902

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In witness whereof, each party to this Agreement has caused it to be executed as indicated below. ON BEHALF OF THE UNITED STATES POSTAL SERVICE: Signature: Name: Title: Date: ON BEHALF OF DISTRIBUTION POSTAL COMPANY: SignatUre: Name:. Title: Date: : i/' _~/" Michael Plunkett Mana,qer, Pricin.q Strate,qy

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ANNEX ONE GL, OBAL BULK ECONOMY (GBE) SERVICE MAIL PREPARATION
Definition

Global Bulk Economy (GBE) service provides lower cost international delivery of letter-post items. Mailings are entered by the mailer at either New Jersey International and Bulk Mail Center (NJIBMC) or Oakland International Service Facility (OISF), then dispatched by the Po~tal Service via surface transportation to destination countries. Mailers are provided with dispatqh schedule information to each destination country and the corresponding critical entry day/time by which a mailing must be entered. Once the mailing is entered, the Postal Service will make its ~est effort to include it in the next scheduled dispatch. Qualifying Mail and Minimum 9uantity Requirements Letter-post mail as defined in IM"M 241 that meets all applicable mailing standards may be sent in this service. Items do not have to bel of the same size and weight to qualify. There is a minimum volume requirement of 100 pounds per m~ ailing. Mail must be prepared in direct country sacks. The minimum weight per sack is 11 pounds. Exception: If a mailer has less than 11 pounds of mail for a particular country, such mail may be prepared into a d rect country "skin" sack, as long as the total weight of the mail presented in direct country "skin" sacks does not exceed 10% of the total weight of the mail presented in the entire mailing. Availability GBE service is available from the New Jersey International and Bulk Mail Center (NJIBMC) to the countries listed in Exhibit A and f'rom the Oakland International Service Facility (OISF) to the countries listed in Exhibit B. Deposit The mailer must tender the mail at one of the following locations: New Jersey International and Bulk Mail Center 80 County Road Jersey City, NJ 07097 ~ Oakland International Service Fa}cility 500 85th Avenue Oakland, CA 94622 The mailer must establish an ad~ance deposit account or obtain a postage meter license issued by the Oakland, CA, Post Off ce for ma! ngs entered at OISF, and/or by the Newark, NJ Post Office for mailings "c " e entered at NJ BMC. As an altergat~ve, ma~lers who are part ¯ pat ng n a PVDS program (s e DMM P750) may have the mail verified, acce~ted, and paid for at the mailer's plant or at the origin post office serving the mailer's plant if authorized ur~der DMM P750.2.2. Plant-verified drop shipment mail mustbe transported by the mailer to the drop shipment location, accompanied by PS Form 8125, Drop Shipment Clearance Document.

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Postage

The following are base rates fron? which percentage volume discounts are applied. The GBE percentage volume discount is equal to the I ,PA/ISAL percentage volume discount for which the mailer qualifies, as specified in the ICM Agreement.' .. The per-piece rate applies to each piece regardless of its weight. The per-pound rate applies to the net weight (gross weight minus tare weight of mailing equipment) of the mail for the specific rate group. Fractions of a pound are rounded to the next whole pound for postage calculation.
Global Bulk Economy Base Ra~tes Rate Gr~)up

Per-Piece + Per-Lb. $0.20 $0.20 + + + $2.04 $2.16 $3.36

3

$0.12

The United States Postal Service reserves the right to change the Global Bulk Economy Base F~ates subject to a sixty (60) day notification to the Mailer. Separation by Rate Group When presenting a mailing to the: Postal Servicel the mailer must physically separate the sacks and/or pallets by rate group (i.e. 1, 2, 3)iand specify the rate group on the back of PS Tag 181 for direct country sacks and/or on the front of diredt country pallet placards (when applicable). Within each rate group, direct country "skin" sacks (weigt~ing less than 11 pounds) must also be physically separated from other direct country sacks. Direct cou0'try "skin" sacks must be further identified with the letter "S" on the back of PS Tag 181. ] Computation of Postage Postage is calculated by multiplying the number of pieces in the mailing by the applicable per-piece base rate, multiplying the net weight (ifl whole pounds) of the entire mailing by the applicable per-pound base rate, and then adding the two tot~Is together. Postage Payment Methods GBE is subject to a per-piece raie plus a per-pound rate. Postage must be paid by postage meter, permit imprint, mailer-precanceled stam!p or a combination thereof. For nonidentical pieces, the applicable perpiece postage must be affixed toleach piece by meter or mailer-precanceled stamp. For identical weight pieces, each piece may bear a permit imprint or postage meter postage for the per-piece rate portion. Postage for the per-pound rate portion may be paid from an advance deposit account or meter postage attached to the postage statement. When postage is paid from an advance deposit account, any of the permit imprints shown in IMM Exhibit 152.3 for letter-post are acceptal~le. As an alternative to these formats, the following optional formats may be used:

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GLOBAL BULK ECONOMY U.S. POSTAGE PAID JERSEY CITY, NJ 07097 PERMIT NO. XXX

GLOBAL BULK ECONOMY U.S. POSTAGE PAID OAKLAND, CA 94622 PERMIT NO. XXX

Note: Mailers may use permit imprint with nonidentical weight pieces if authorized to use postage mailing systems under DMM P910, P920~, or P930. Weight and Size Limits A. Weight The weight limit for regular letter÷post items is 4 pounds.. The weight limit for letter-post items containing books is ! 1 pounds. .. B. Size Envelopes and Packages a. Minimum length and ~eight: 5-1/2 x 3-1/2 inches b. Minimum depth: .0071inch c. Maximum length: 24 inches d. Maximum length, height, depth (thickness) combined: 36 inches Rolls a. Minimum length: 4 inches b. Minimum length plus ~wice the diameter combined: 6-3/4 inches c. Maximum length: 36 i[nches d. Maximum length plus~ twice the diameter combined: 42 inches =

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Preparation Requirements A. Addressing Global Bulk Economy is subject !o the addressing requirements contained in IMM 122. Exception: Global Bulk Econor0y is not subject to the interline addressing requirement that is specified in IMM 122.1d. At the sender's risk, the English translation of the destination post office or city name may be omitted from printed addresses that are in Russian, Greek, Arabic, Hebrew, Cyrillic, Japanese, or Chinese characters. An English ~ranslation of the country name (e.g. Japan) is still required on the individual mailpieces. B. Marking and Packaging Global Bulk Economy is subject do the marking and packaging requirements contained in IMM 244. C. Makeup ¯ ¯ '

All mail must be prepared in packages (bundles) within sacks. Packages must contain at least 10 items. Packages of letter-size mail items must be no thicker than approximately a handful of mail (4 to 6 inches). Packages of flat-size mail items may be thicker than 6 inches but must not weigh more than 11 pounds. All items in a package must be "faced" in the s~me direction (i.e. arranged so that the addresses read in the same direction, with a0 address visible on the top piece). Items that cannot be bundled because of their physical characteristics (i.e. tubes) may be placed loose in the sack. ~ Each package must be secuiely tied. Placing rubber bands around the length and then the girth is the preferred method of securing packages of letter-size mail. Plastic strapping placed around the length and then the girth is the preferred method of securing packages of flat-size mail.

° ¯ ¯

D. Sacking and Labeling

Packages of mail must be prepared into direct country sacks. The minimum weight per sack is 11 pounds, except for direct countryi"skin" sacks for which there is no individual minimum sack weight. The maximum weight per sack is 66 p~ounds. Gray plastic sacks must be used. PS Tag 181, available from OISF and NJIBMC, must be affix,'ed to each sack and completed as follows: Front of Tag: To: Date: Kg: ~

Enter the three-let!er code of the destination exchange office and the country name. Enter the same da,te that appears on the Statement of Mailing. Enter the combined weight of the sack and its contents in kilograms.

The other blocks on the tag are reserved for USPS use and must remain blank. Back of Tag: Enter the appropriate country rata group. For direct country "skin" sacks (weighing less than 11 pounds), also enter the letter "S."

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Example (front of tag):

From:
Mail No:
Date:

To:

OCTOBER 1, 2d02

KWS JAPAN
Via:

Receptacle No.:

Class:

Kg:
27.2

Note: Destination exchange offiqe codes and country rate groups are listed in Exhibit A. E. Palletizing (optional) To expedite handling, country pal.lets may be optionally prepared when there is a minimum of 250 pounds. of mail to one country. If this option is used, the mailer must first prepare direct country sacks as described above. Direct country Sacks must then be placed within pallet boxes (often referred to as Gaylords) and placed on pallets. Pallets must be capped, shrink-wrapped and banded to insure their integrity during transit. A pallet label (placard) must be placed on all four sides. The pallet label (placard) formats appear below. The following guidelines must beiused when preparing pallets: Minimum height: Maximum height: Minimum weight: Maximum weight: 20inches 57inches 250 pounds 2,205 pounds(I,000 kg.)

Note: The Postal Service provides pallets free of charge for use with GBE mailings. They are available at NJIBMC and OISF.

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U.S. MAIL
TO:

FROM'. NJI & BMC

JERSEY CITY NJ 07097
CONTENTS-. GLOBAL BULK ECONOMY

PALLET WT. ( DATE'. RATE GROUP:

! J.S. MAIL

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U.S. MAIL
FROM: OAKLAND INTL.
SERVICE FACILITY

OAKLAND CA 946~,2
CONTENTS:
GLOBAL BULK ECONOMY PALLE[ WT. (KG)
DATE-.

RATE GROUP:

U.S. MAIL

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EXHIBIT A GLOBAL iBULK ECONOMY (GBE) COUNTRY LIST NEW JERSEY INTERNATIONAL AND BULK MAIL CENTER (NJIBMC) Notes: 1. Cutoff time is 10 AM of close-out day. 2. Close out day is two business days prior to dispatch day. 3. All mail is dispatched weekly (except Iceland which is dispatched bi-weekly).
COUNTRY DESTINATION EXCH/~NGE OFFICE OBSERVATIONS CLOSE OUT DAY TRANSIT RATE GROUP TIME TO DESTINATION PORT

COU, E

ALBANIA ALGERIA ANDORRA ANGOLA ANGUILLA ANTIGUA and BARBUDA ARGENTINA ARMENIA ARUBA ASCENSION ISLANDS AUSTRALIA AUSTRIA AZERBAIJAN AZORES BAHAMAS BAHRAIN BALEARIC ISLANDS BANGLADESH BARBADOS BELARUS BELGIUM BELIZE BENIN BERMUDA BHUTAN

TIA
AL@ Include with Spain. LOB

THURSDAY WEDNESDAY MONDAY Include with Netherlands Antilles (Philipsburg). Include Redonda. TUESDAY
WEDNESDAY

21 20 1~8

3 3 3

AAJ
BUE

13 22 30 16~

3 3 3 3 2 1 3 3 3 3 3 3 1 3 3

EVN
AUA Include with Great Britain. ' SYD

THURSDAY WEDNESDAY THURSDAY WEDNESDAY THURSDAY Include with Portugal. WEDNESDAY iTHURSDAY Include with Spain. THURSDAY WEDNESDAY THURSDAY THURSDAY TUESDAY WEDNEDAY THURSDAY

szG
BAK NAS AAM CGP Ms,Q ANX
BZE

29
13 30 10 35 35 12 27 8 15

cou

Include Dahomey~ Include with India.

20
2

BDA

3

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COUNTRY

DESTINATION EXCHANGE OFFICE CODE

OBSERVATIONS

CLOSE OUT DAY

TRANSIT RATE TIME TO GROUP DESTINATION PORT

BOLIVIA BONAIRE BOSNIA:HERZEGOVINA BOTSWANA BRAZIL BRITISH VIRGIN ISLANDS BRUNEI DARUSSALEM BULGARIA BURKINA FASO BURMA (MYANMAR) BURUNDI CAMBODIA CAMEROON CANARY ISLANDS
CAPE VERDE

LPB

WEDNESDAY Include with Netherlands Antilles (Willemstad). WEDNESDAY Include with South Africa. WEDNESDAY N/A THURSDAY THURSDAY MONDAY THURSDAY MONDAY THURSDAY WEDNESDAY Include with Spain. MONDAY TUESDAY WEDNESDAY Include Tibet and Mongolia. Include with France. WEDNESDAY N/A THURSDAY WEDNESDAY WEDNESDAY THURSDAY nclude with France.

23

3

S J~

14

3

RIO
RAD BWiN

i9 N/A 35 20

3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3

SOF

OU,A
RGN AGC AGO DLA VXE GCM

40
35 40 30 20 15 15 20 21 N/A 14 20 2O 40 13 2O 12 20

CAYMAN ISLANDS CENTRALAFRICAN REPUBLIC CHILE CHINA COLOMBIA COMOROS
CONGO,DEMOCRATIC REPUBLIC (KINSHASA)

scQ
TSN BOG FIH PDN

CONGO, REPUBLIC OF THE (BRA77AVILLE) COOK ISLANDS CORSICA COSTA RICA COTE D'IVOIRE .(IVORY COAST) " CROATIA CUBA
'

SJD ABIJ

THURSDAY WEDNESDAY THURSDAY WEDNESDAY

ZAG
HAiV

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COUNTRY

DESTIN/~TION EXCHANGE OFFIqE ,CODE

OBSERVATIONS

CLOSE OUT DAY

TRANSIT RATE TIME TO GROUP DESTINATION PORT

CURACAO CYPRUS CZECH REPUBLIC DENMARK DJIBOUTI DOMINICA DOMINICAN REPUBLIC
DUBAI

LMS PRG AAL

JIBi
DO~ SD@

Include with Netherlands Antilles (Willemstad). THURSDAY WEDNESDAY Include Faroe MONDAY Islands and Greenland. WEDNESDAY TUESDAY MONDAY Include with United Arab Emirates.

15 14 13 15 15 6

3 3 1 3 3 3

ECUADOR EGYPT EL SALVADOR ENGLAND EQUATORIAL GUINEA ERITREA ESTONIA ETHIOPIA FALKLAND ISLANDS FAROE ISLANDS FINLAND FRANCE FRENCH GUIANA FRENCH POLYNESIA GABON GAMBIA GEORGIA, REPUBLIC OF GERMANY GHANA GIBRALTAR

GYE ALY SAE Include with Great Britain. BSG MSW TLI~ ADD Include with Great Britain. Include with Denmark.

THURSDAY .FRIDAY TUESDAY WEDNESDAY WEDNESDAY MONDAY WEDNESDAY

14 19 15 20 15 25 15

3 3 3 3 3 3 3

suv
HEL MRS CA7 PPT LB£' BJE TBS HAM ACC

N/A THURSDAY WEDNESDAY TUESDAY Include Tahiti.

N/A 15 15 14

N/A
WEDNESDAY WEDNESDAY THURSDAY
WEDNESDAY

N/A
20 15 30 11 25 16

3 1 1 3 3 3 3 3 1 3 1

THURSDAY WEDNESDAY

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COUNTRY

DESTIN,~TION EXCHANGE OFFI~CE CODE

OBSERVATIONS

CLOSE OUT DAY

TRANSIT RATE TIME TO GROUP DESTINATION PORT

GREAT BRITAIN & NO. IRELAND: England (except London), Wales, Isle of Man, Channel Islands, Jersey Islands, Ascension, Falkland Islands, and Seychelles. London only. Scotland only. Northern Ireland only. GREECE GREENLAND GRENADA
GUADELOUPE

GBR

WEDNESDAY

9

1

LON GLA BFS AHN Include with Denmark.
SGD

WEDNESDAY WEDNESDAY WEDNESDAY THURSDAY TUESDAY Include St. Martin TUESDAY and St. Barthelemy. WEDNESDAY WEDNESDAY TUESDAY TUESDAY WEDNESDAY Include Kowloon THURSDAY and North Korea. WEDNESDAY THURSDAY Include Bhutan. THURSDAY

9 9 9 16 15 15 9 2O 15 1.5 10 29 14 14 35 N/A 37 9 21 14 24 21 30

1 1

1
1 3 3 3 3 3 3 3 3 1 3 3 3 1 1 1 2 3 3

PTp GUA

GUATEMALA GUINEA GUYANA HAITI HONDURAS HONG KONG HUNGARY ICELAND
INDIA

CK,Y
GEO PAP TGU HKG BUD REK BOF TNS THR AHE HFA GOA KW~S AMM

INDONESIA IRAN IRELAND ISRAEL ITALY JAMAICA JAPAN JORDAN KAMPUCHEA KAZAKHSTAN Confidential

N/A
MONDAY MONDAY FRIDAY Include San Marino. MONDAY WEDNESDAY Include Okinawa WEDNESDAY and Ryukyu Islands. THURSDAY See Cambodia. THURSDAY

ALA

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COUNTRY

DESTINATION EXCHANGE OFFICE COD'E

OBSERVATIONS

CLOSE OUT DAY

RATE TRANSIT TIME TO GROUP DESTINATION PORT

KENYA KIRIBATI KOREA, PEOPLE'S ¯ REPUBLIC OF (NORTH KOREA)
KOREA, REPUBLIC OF (SOUTH KOREA)

MBA Include with Fiji. Include with Hong Kong. PUS Include With Hong Kong.

MONDAY

33

3 3

THURSDAY

28

3

KOWLOON KUWAIT KYRGYZSTAN LAOS LATVIA LESOTHO LIBYA LIECHTENSTEIN LITHUANIA LUXEMBOURG MACAO MACEDONIA MADAGASCAR MADEIRA ISLANDS MALAWI MALAYSIA MALDIVES MALl MALTA MARTINIQUE MAURITANIA MAURITIUS MEXICO MOLDOVA MONACO MONGOLIA iMONTENEGRO ViONTSERRAT MOROCCO

KWl
VTE "

THURSDAY. Include with Russia. N/A MONDAY Include with South Africa. WEDNESDAY Include with Switzerland. MONDAY MONDAY THURSDAY THURSDAY WEDNESDAY MONDAY MONDAY N/A

35 N/A 19 15 18

3 3

3
3 3 1 3 3 3 3 3

T~P
VNO LUX MFM SKp TNR FNC LMB KUL

10
35 20 20 15 28 N/A 28

Include with Singapore.
BKO MLA FDF Include with Senegal. MRU MEX MONDAY MONDAY TUESDAY MONDAY N/A TUESDAY nclude with France. Include with China. See SerbiaMontenegro. TUESDAY WEDNESDAY 17 20

20
15 29

3 3 3 2 3

KIV

N/A 30

MNI
CAS

3 3

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COUNTRY

DESTIN/~TION EXCHANGE OFFI£:E CODI, E

OBSERVATIONS

CLOSE OUT DAY

RATE TRANSIT TIME TO GROUP DESTINATION PORT

MOZAMBIQUE NAMIBIA NAURU NEPAL NETHERLANDS NETHERLANDS ~ ANTILLES . (PHILIPSBURG) NETHERLANDS ANTILLES ~ (WILLEMSTAD) NEW CALED©NIA NEW .HEBRIDES NEW ZEALAND

MPM nclude with South Africa. ACW KTM RT .1!/1

MONDAY THURSDAY THURSDAY WEDNESDAY TUESDAY

28
35 40

3

3 3
1 3

sxM
¯

13
15

WMS NOU

Include Saba, St. Eustat us St. Maarten and Anguilla. Include Bonaire and TUESDAY Curacao.

15 33

3 3

AKE

NICARAGUA NIGER NIGERIA NIUE ISLANDS NORTHERN IRELAND NORWAY OKINAWA OMAN pAKISTAN PALAU PANAMA PAPUA NEW GUINEA PARAGUAY PERU PHILIPPINES PITCAIRN ISLAND POLA, ND

MGA MFQ LOS

os~_
MCT

KH!

ROe PT7 LAE ASU MNL GYN

Include Wallis and THURSDAY Futuna Islands. Include with Vanuatu. Include Pitcairn THURSDAY Island, Niue Islands, and Ross ' Dependency. THURSDAY MONDAY MONDAY :Include with New Zealand. Include with Great Britain. WEDNESDAY Include with Japan. THURSDAY THURSDAY N/A WEDNESDAY THURSDAY WEDNESDAY THURSDAY THURSDAY Include with New Zealand. MONDAY

33

2

13 38 35

3

3 3

14 3O 35 N/A 8 35 25 17 31 15

1
,,

3 3 3 3 3 3 3 3 3

:

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COUNTRY

DESTIN.~TION EXCHANGE OFFICE CODE

OBSERVATIONS

CLOSE OUT DAY

TRANSIT RATE TIME TO GROUP DESTINATION PORT

PORTUGAL QATAR REDONDA REUNION ROMANIA ROSS DEPENDENCY RUSSIA RWANDA RYUKYU ISLANDS SABA ST. BARTHELEMY ST. CHRISTOPHER (ST. KITTS) AND NEVlS ST. EUSTATIUS ST. HELENA ST. LUCIA ST. MAARTEN ST. MARTIN ST. VINCENT AND THE GRENADINES SAN MARINO SANTA CRUZ ISLANDS SAO TOME AND PRINClPE Confidential SVD SKB DO[H

RUN CND MOW KGiL

Include Azores, Sao MONDAY Tome and Principe. THURSDAY Include with Antigua and Barbuda. WEDNESDAY THURSDAY Include with New Zealand. Include Kyrgysta n, THURSDAY Tajikistan, and Turkmenistan. MONDAY Include with Japan. Include with Netherlands Antilles (Philipsburg). Include with Guadeloupe. TUESDAY Include with Netherlands Antilles (Philipsburg). Include with South Africa. TUESDAY Include with Netherlands Antilles (Philipsburg). Include with Guadelo.upe. TUESDAY Include with Italy. Include with Solomon Islands. Include with Portugal.

12 35

1 3

2O 19 25 40

3

3
3 3

15

3

SLU

15

3

15

3

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COUNTRY

DESTINATION EXCHANGE OFFICE CODE

OBSERVATIONS

CLOSE OUT DAY

.RATE TRANSIT TIME TO GROUP i DESTINATION PORT

SAUDI ARABIA SCOTLAND SENEGAL SERBIAMONTENEGRO (YUGOSLAVIA) SEYCHELLES SIERRA LEONE SINGAPORE SLOVAK REPUBLIC (SLOVAKIA) SLOVENIA SOLOMON ISLANDS SOUTH AFRICA

QDM DKR BEG

FNA

SIN
BTS LJU CPF

MONDAY See Great Britain. Include Mauritania. MONDAY WEDNESDAY Include Serbia, Montenegro, and Yugoslavia. Include with Great Britain. WEDNESDAY THURSDAY WEDNESDAY THURSDAY Include Santa Cruz THURSDAY Islands. Include Botswana, MONDAY Lesotho, Namibia, Transkei, St. Helena and Tristan da Cunha. Include Andorra, WEDNESDAY Canary Islands, and Balearic Islands. THURSDAY FRIDAY THURSDAY MONDAY THURSDAY Include MONDAY Liechtenstein. WEDNESDAY Include with French Polynesia.

24

3
3 3

28
15

15 31 15 15 33 24

3 3 3 3 3 3

SPAIN SRI LANKA SUDAN SURINAME SWAZILAND
SWEDEN

BCN CMB KRT PBM QMN MMA BSL DAM

14 30 22 12 28 14 15 15

I 3 3 3 3 1 1 3

SWITZERLAND SYRIAN ARAB .REPUBLIC (SYRIA) TAHITI TAIWAN 'TAJIKISTAN TANZANIA THAILAND TIBET TOGO Confidential

TPE DAR BKK LFW

THURSDAY Include with Russia. Include Zanzibar. MONDAY N/A Include with China. WEDNESDAY

31

3 3 3 3

35
N/A 2O

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COUNTRY

DESTINATION EXCHANGE OFFI~CE CODE

OBSERVATIONS

CLOSE OUT DAY

TRANSIT RATE GROUP TIME TO DESTINATION PORT

TQNGA TRANSKEI T~RINIDAD AND TOBAGO TRISTAN DA CUNHA TUNISIA TURKEY TURKMENISTAN TURKS AND CAICOS ISLANDS TUVALU UGANDA UKRAINE UNITED ARAB EMIRATES UNITED KINGDOM URUGUAY UZBEKISTAN VANUATU VATICAN CITY VENEZUELA VIETNAM
WALES

TBU Include with South Africa. PQ,'S Include with South Africa. TUN

THURSDAY WEDNESDAY

38 14

3 3

IsT
GD'T

WEDNESDAY WEDNESDAY Include with Russia. TUESDAY Include with Fiji. MONDAY TUESDAY THURSDAY See Great Britain. WEDNESDAY THURSDAY THURSDAY MONDAY WEDNESDAY THURSDAY Include with Great Britain. nclude with New Caledonia.

20 15 15 42 27 28 23 22 34 16 14 35

3 3

3
3 3 3 3 3 3 1 3 3

OD:S
DXB M~4D TAM Include New Hebrides.

EBB

vos
SG!N

cc~s

WALLIS AND FUTUNA ISLANDS WESTERN SAMOA YEMEN YUGOSLAVIA ZAMBIA ZANZIBAR ZIMBABWE

APW S#JH see SerbiaMontenegro.

N/A WEDNESDAY MONDAY Include with Tanzania.

N/A 15

3 3 3 3

30
30

BUQ

MONDAY

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RATE GROUP 1 ANDORRA ASCENSION ISLANDS AUSTRIA AZORES BALEARIC ISLANDS BELGIUM CANARY ISLANDS COMOROS CORSICA DENMARK ENGLAND FALKLAND ISLANDS FAROE ISLANDS FINLAND FRANCE GERMANY GIBRALTAR GREAT BRITAIN & NORTt -IERN IRELAND GREECE GREENLAND ICELAND IRELAND ISRAEL ITALY LIECHTENSTEIN LUXEMBOURG NETHERLANDS NORTHERN IRELAND NORWAY PORTUGAL SAN MARINO SCOTLAND SEYCHELLES SPAIN SWEDEN SWITZERLAND VATICAN CITY WALES

RATE GROUP 2 AUSTRALIA JAPAN MEXICO NEW ZEALAND NIUE ISLANDS OKINAWA PITCAIRN ISLAND ROSS DEPENDENCY RATE GROUP 3 ALBANIA ALGERIA ANGOLA ANGUILLA ANTIGUA and BARBUDA ARGENTINA ARMENIA ARUBA AZERBAIJAN BAHAMAS BAHRAIN BALEARIC ISLANDS BANGLADESH BARBADOS BELARUS BELIZE BENIN BERMUDA BHUTAN BOLIVIA BONAIRE BOSNIA-HERZEGOVINA BOTSWANA BRAZIL BRITISH VIRGIN ISLANDS BRUNEi DARUSSALEM BULGARIA BURKINA FASO BURMA (MYANMAR) BURUNDI CAMBODIA CAMEROON
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RATE GROUP 3 (Continued) CAPE VERDE CENTRAL AFRICAN REPUBLIC CHILE CHINA COLOMBIA COMOROS CONGO, DEMOCRATIC REPUBLIC (KINSHASA) CONGO, REPUBLIC OF THE (BRAZZAVlLLE) COOK ISLANDS COSTA RICA ~ COTE D'IVOIRE (IVORY COAST) CROATIA CUBA CURACAO CYPRUS CZECH REPUBLIC DJIBOUTI DOMINICA DOMINICAN REPUBLIC. ECUADOR EGYPT EL SALVADOR EQUATORIAL GUINEA ERITREA ESTONIA ETHIOPIA FIJI FRENCH GUIANA FRENCH POLYNESIA GABON GAMBIA GEORGIA, REPUBLIC OF GHANA GRENADA GUADELOUPE GUATEMALA GUINEA GUYANA HAITI HONDURAS HONG KONG HUNGARY

INDIA INDONESIA IRAN JAMAICA JORDAN KAMPUCHEA KAZAKHSTAN KOREA, PEOPLE'S REPUBLIC OF (NORTH KOREA) KOREA, REPUBLIC OF (SOUTH KOREA) KOWLOON KYRGYZSTAN LAOS LESOTHO LIBYA LITHUANIA MACAO MACEDONIA MADEIRA ISLANDS MADAGASCAR MALAWI MALAYSIA MALDIVES MALl MALTA MARTINIQUE MAURITANIA MAURITIUS MOLDOVA MONGOLIA MQNTSERRAT MOROCCO MOZAMBIQUE NAMIBIA NAURU NEPAL NETHERLANDS ANTILLES (PHILIPSBURG) NETHERLANDS ANTILLES (WILLEMSTAD) NEW CALEDONIA NICARAGUA NIGER NIGERIA OMAN PAKISTAN PANAMA
Agreement Annex 1 Exhibit A Page 11 of 12

ConfidendM

Case 1:08-cv-00017-EGB

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TRISTAN DA CUNHA TUNISIA PAPUA NEW GUINEA TURKEY PARAGUAY TURKMENISTAN PERU TURKS AND CAICOS ISLANDS PHILIPPINES TUVALU POLAND UGANDA QATAR UKRAINE REDONDA UNITED ARAB EMIRATES REUNION URUGUAY ROMANIA UZBEKISTAN RUSSIA VANUATU RWANDA VENEZUELA SABA VI ETNAM ST. CHRISTOPHER (ST. KITTS) AND NEVlS WALLIS AND FUTUNA ISLANDS ST. EUSTATIUS WESTERN SAMOA ST. HELENA YEMEN ST. LUCIA ZAMBIA ST. MAARTEN ZANZIBAR ZIMBABWE ST. MARTIN ST. VINCENT SANTA CRUZ ISLANDS SAO TOME AND PRINCIPE SAUDI ARABIA SENEGAL SERBIA-MONTENEGRO (YU',GOSLAVIA) SIERRA LEONE SINGAPORE SLOVAK REPUBLIC (SLOVAKIA) SLOVENIA SOLOMON ISLANDS. SOUTH AFRICA SRI LANKA SUDAN SURINAME SWAZILAND SYRIAN ARAB REPUBLIC (SYRIA) TAHITI TAIWAN TAJIKISTAN TANZANIA THAILAND TOGO TONGA TRANSKEI TRINIDAD AND TOBAGO Confidential
Agreement Annex 1 Exhibit A Page 12 of 12

RATE GROUP 3 (Continued

Case 1:08-cv-00017-EGB

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EXHIBIT B
GLOBAL BULK ECONOMY (GBE) COUNTRY LIST OAKLAND I!NTERNATIONAL SERVICE FACILITY (OISF)

Notes: : 1. Cutoff time is 10 AM of ,close-out day. 2. Close out day is two business days prior to dispatch day. 3. All mail is dispatched weekly.
COUNTRY DESTINATION EXCHANGE OFFI~.E CODE OBSERVATIONS CLOSE OUT DAY TRANSIT RATE TIMETO GROUP DESTINATION PORT

AUSTRALIA BHUTAN BRUNEI DARUSSALAM BURMA (MYANMAR) CHINA COOK ISLANDS

SYD Include with India. BW,N RGN TSN RAR Include Tibet and Mongolia

THURSDAY WEDNESDAY " WEDNESDAY THURSDAY

25 N/A N/A 15 N/A 30 10 16 31 27 13

2

3 3 3 3

FIJ!
FRENCH POLYNESIA HONG KONG INDIA INDONESIA JAPAN KIRIBATI
KOREA, PEOPLE'S REPUBLIC OF (NORTH KOREA) KOREA, REPUBLIC OF (SOUTH KOREA)

su,v

PPiT HK~3 BOF TNS KW~S

TUESDAY Include Kiribati and MONDAY Tuvalu. Include Tahiti. TUESDAY Include Kowloon andFRIDAY North Korea Include Bhutan. WEDNESDAY FRIDAY Include Okinawa andTUESDAY Ryukyu Islands Include with Fiji. Include with Hong Kong. TUESDAY Include with Hong Kong.

3
3

3
3 2

PUS

14

3

KOWLOON
LAOS VTE

MACAO MALAYSIA

MFM Ku:E

FRIDAY iFRIDAY WEDNESDAY

N/A N/A 20

3 3

3

Confidential

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COUNTRY

DESTINATION EXCHANGE OFFIbE

OBSERVATIONS

cLOSE OUT DAY

CODE

TRANSIT RATE TIME TO GROUP I DESTINATION PORT

MALDIVES MONGOLIA NAURU NEPAL NEW CALEDONIA NEW HEBRIDES NEW ZEALAND AKL

ACW
KTM NOU

I,nclude with Singapore. Include with China. Include Wallis and Futuna Isalnds Include with Vanuatu. TUESDAY Include Pitcairn Island, Niue Islands and Ross Dependency Include with New Zealand. Include with Japan. THURSDAY WEDNESDAY Include with New Zealand. Include with New Zealand. Include with Japan. Include with Solomon Islands Include Maldives.. WEDNESDAY Include Santa Cruz THURSDAY Islands THURSDAY THURSDAY THURSDAY N/A 3

N/A
N/A

3
3

18

2

NIUE ISLANDS OKINAWA PAPUA NEW GUINEA PHILIPPINES PITCAIRN ISLAND
ROSS DEPENDENCY

LAE MN!L

N/A 19

3
3

RYUKYU ISLANDS SANTA CRUZ ISLANDS SINGAPORE :SOLOMON ISLANDS :TAHITI TAIWAN THAILAND TIBET TONGA TUVALU VANUATU VIETNAM
WALLIS AND FUTUNA ISLANDS

19 N/A

3 3

Include with French Polynesia
TPE BKK Include with China.
TBU

TUESDAY FRIDAY TUESDAY Include with Fiji. Include New Hebrides. Include with New Caledonia. THURSDAY WEDNESDAY THURSDAY

15

3
3 3 3 3 3

2O
N/A N/A N/A 13

VL~I SGN APW

WESTERN SAMOA

Confidenda!

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RATE GROUP 1 N/A RATE GROUP 2 AUSTRALIA JAPAN NEW ZEALAND NIUE ISLANDS RATE GROUP 3 BHUTAN BRUNEI DARUSSALAM BURMA (MYANMAR) CHINA COOK ISLANDS FIJI FRENCH POLYNESIA HONG KONG INDIA INDONESIA KI RI BATI KOREA, PEOPLE'S REPUBLIC OF (NORTH KOREA) KOREA, REPUBLIC OF (SOUTH KOREA) KOWLOON LAOS MACAO MALAYSIA MALDIVES OKINAWA PITCAIRN ISLAND ROSS DEPENDENCY RYUKYU ISLANDS MONGOLIA NAURU NEPAL NEW CALEDONIA NEW HEBRIDES PAPUA NEW GUINEA PHILIPPINES SANTA CRUZ ISLANDS SINGAPORE SOLOMON ISLANDS TAHITI TAIWAN THAILAND TIBET TONGA TUVALU VANUATU VIETNAM WALLIS AND FUTUNA ISLANDS WESTERN SAMOA

Confidentia!

Agreement Annex 1 Exhibit B Page 3 of 3