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AGREEMENT

BETWEEN

TI\T

AI\D

BP INTER}IATIONAL

LIMITED

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AGREEMENT

dated

2nd June

2005

between

( TNT ), and

BP

trternational

Limited

( BP )

of Chertsey

Road,

Sunbury

on

Thames,

Middlesex

TWl

6 7BP,

England

WHEREAS

1.

Bp

is supplying

TNT

with

aviation

fuel

delivered

nto

TNT's

aircraft

on

the

basis

that

TNT

1

rr.ponsible

for those

echnical

systems

of

the

aircraft

associated

with

receipt

or

removal

of

fuel.

Z.

TNT

now

wishes

BP to

provide certain

additional

technical

services

at

certain

airports

n

respect

of the

supply

of

aviation

fuel.

3.

TNT

has

provided

BP

with

the

necessary

echnical

information

relating

to

Additional

Refuelling

Services

as

defined

below).

NOW

THEREFORE

in

consideration

for

TNT

agreeing

to

purchase

aviation

fuel

zupplied

or

procured o

be

supplied

by

BP

it

is hereby

agreed

as

follows:-

1.

In addition

to

the

Normal

Refuelling

Services

isted

in

the

First

Schedule

hereto

Bp shall

following

notification

to

TNT

perform

or

shall

procure the

perforrnance

of

the

Additional

Refuelling

Services

described

n the

Second

Schedule

hereto

for the

tlpes

of

aircraft

which

are

isted

therein

at

the

Airports

listed

in the

Third

Schedull hereto. Any such schedulemay be amendedby mutual agreement rom

time

to

time.

Z.

Notwithstanding

the

perfonnance

of

any

Additional

Refuelling

Services

at

the

Airports

by

or

on

behalf

of

BP

the

sole

responsibility

for

supervision

of

the

refuelling

will

rest

with

the

employees

and

agents

of

TNT

and

the

volume

and

distributi,on

of

fuel

delivered

into

aircraft

of

TNT

will be

entered

n

the

aircrafi's

refuelling

record

by

employees

r

agents

of

TNT

3.

TNT

hereby

agrees

o

indemnify

and

hold

BP,

it's

ultimate

parent company

BP

p.l.c. and

the

subsidiaries

f

BP

p.l.c. as defined

n

s.736

of

the Companies

Act

1985-89

and

all

their

respective

directors,

officers,

employees,

agents,

representatives

nd

subcontractors

armless

rom

any

damages,

costs,

expenses'

claims

and

losses

of

whatsoever

nature

including

negligence

arising

out

of

or

related

o

the

performance

or

non-performance

f

Additional

Refuelling

Services

undertaken

by

or

on

behalf

of

BP,

except

to

the

extent

that

the

damages,

costs,

expenses,,

laims

and

losses

arise

out

of

the

gross

negligence

or

wilful

misconduct

of

an

agent,

employee,

director,

officer,

representative

or

subcontractor

of

any

party who

would

have

been

a benefi

ciary

of

the

foregoing

indemnity

but

for this

exception,

he

term

gross

negligence

being

defined

as

any

act

or

omission

done

or

omitted

to be

done

with

deliberate

or

reckless

disregard

o

the reasonably oreseeable onsequencesf suchactor omission.

Stabdard

docs/ass.

Refuelling

sen'ices

agree

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4.

5 .

For

the

purposes f

clause

3 above

BP

shall

be

deemed

o

be'acting

as agent

and

tnrstee

or BP

p.l.c.

and

its

subsidiaries

nd

the

directors,

officers,

employees,

agents,

representatives

nd

subcontractofs

of

BP,

BP

p.l.c.

and

its

said

subsidiaries.

TNT

shall

make

available

o

BP

promptly allrelevant

irther

or

updated

echnical

documentation

available

o

TNT

from

time

to

time

in

relation

to

the

Additional

Refuelling

Services

and

he

types

of

aircraft

o

be

refuelld

and

shall

not

request

any

additi,onal

errices

until

such

irttrer

or

updated

nfonnation

has

been

supplid

and

Bp

has

been

glven

at

least

3

month's

notice

to ensure

hat

the

personnel

providing

the

Additional

Refuelling

Senrices

an

be

grven

adequate

raining

which

shall

be

provided

by

TNT

free

of charge.

6.

This

Agreement

shall

be

governed

by

and

construd

in accordance

with

English

Law.

Signed

y:

for andon behalf of

TNT

for and

StsMsd

docs/ass.

Refuelling

scrvices

agre€

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FIRST

SCIIEDI]LE

For the

purposes

f this

agreement, ormal

Refuelling

Services

re

definedas

ollows:-

1. Positioningof

fuelling equipment

eady or fuelling.

2.

3.

4.

5 .

Bonding

o aircraft.

Cormecting

oseftroseso aircraft.

Delivery of fuel

per

the

Airline's

operating ank

valvesor switches).

written instnrctions

(exclusive

of

.*

Disconnecting

oses, ebonding

able

rom

aircpaft.

StaMsrd

docs/aso. efuelling senrices gree 7/4103

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SECOND

SCHEDULE

Additional

Refuelling

Services

1.

Opening

of aircraft

uelling

bay doorsandlor

iller

caps.

2.

Operatingof aircraft

fuelling

valves. The refuelling

of aircraft

shall

not

begrn until afterbeing permittedby the customeror its representative

(cockpit

crew).

3. Monitoring

aircraft

wing

panel

uel

gauges.

4.

Closing of fuelling

valves

when

desired

quantity,

according o written

loading

nstructions

rovided

by the

customer,s reached.

5.

Closing

of

aircraft

uelling

bay

doors

and/or illercinr.

These ervices re o beprovidedonly.for he following typesof Aircraft:

HERE

SET OUT THE AIRCRAFT

FOR

WHICH THE

STAFFARE TO BE

TRAINED

B7

37,

BL46,B7

7,87

7,4.300

Sabdarddocs/ass.

efuelling ervices

gree 7/4/03

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THIRD

SCHEDULE

Airports where

Additional

Refuelling

Services

re

o be

provided:-

TTERESET OUT THE AIRPORTS WHERE THE STAFF HAVE OR CAN BE

TRAINED

HRG

CCF

DOL

ZF.KI

LYS

LN

LPA

GVA

MRS MAD

NCE OPO

BFS

VLC

CWL

JKG

EMA

BRU

PIK

FZO

DR

SSH

OTP

BLQ

PMF

PSA

ERF

FRA

MUC

NUE

ATH

CFU

CHQ

HER

JMK

JTR

ZAZ

KGS

NWI

EDI