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Patent Security Agreement, Dated March 31, 2004

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Exhibit 10(d)


EXECUTION VERSION

PATENT SECURITY AGREEMENT

THIS PATENT SECURITY AGREEMENT (as amended, restated or otherwise modified from time to time, this " Agreement" ) is entered into as of March 31, 2004 by and between ABX Air, Inc., a Delaware corporation (the Grantor" ) and Bank One, NA (Main Office Columbus), as contractual representative (the " Agent" ) on behalf of itself and on behalf of the " Holders of Secured Obligations" (as such term is defined in the below described Credit Agreement).


W I T N E S S E T H:


WHEREAS, the Grantor, the Agent and certain financial institutions (the " Lenders" ) are parties to that certain Credit Agreement dated as of the date hereof (as the same may hereafter be modified, amended, restated or supplemented from time to time, the " Credit Agreement" ), pursuant to which the Lenders may, from time to time, make loans, advances, and other financial accommodations to or for the benefit of the Grantor;


WHEREAS, the Grantor, certain Subsidiaries of the Grantor and the Agent are parties to that certain Pledge and Security Agreement dated as of the date hereof (as the same may hereafter be modified, amended, restated or supplemented from time to time, the " Pledge and Security Agreement" ), pursuant to which the Grantor has granted a security interest in substantially all of its assets to the Agent for the benefit of the Agent and the Holders of Secured Obligations; and


WHEREAS, the Lenders have required the Grantor to execute and deliver this Agreement (i) in order to secure the prompt and complete payment, observance and performance of all of the Secured Obligations (such obligations and liabilities, together with the Secured Obligations, being hereinafter referred to as the " Liabilities" ), and (ii) as a condition precedent to the making of any loans, advances and any other financial accommodations by the Lenders under the Credit Agreement.

NOW, THEREFORE, in consideration of the premises set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Grantor agrees as follows:


1. Defined Terms .


(i) Unless otherwise defined herein, each capitalized term used herein that is defined in the Credit Agreement shall have the meaning specified for such term in the Credit Agreement. Unless otherwise defined herein or in the Credit Agreement, each capitalized term used herein that is defined in the Pledge and Security Agreement shall have the meaning specified for such term in the Pledge and Security Agreement.

(ii) The words " hereof," " herein" and " hereunder" and words of like import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and section references are to this Agreement unless otherwise specified.

(iii) All terms defined in this Agreement in the singular shall have comparable meanings when used in the plural, and vice versa , unless otherwise specified.

2. Incorporation of Premises . The premises set forth above are incorporated into this Agreement by this reference thereto and are made a part hereof.


3. Security Interest in Patents . To secure the complete and timely payment, performance and satisfaction of all of the Liabilities, the Grantor hereby grants to the Agent, for the benefit of the Holders of Secured Obligations, a security interest in, as and by way of a first mortgage and security interest having priority over all other security interests (except any Lien permitted under Section 6.15 of the Credit Agreement), with power of sale to the extent permitted by applicable law, all of the Grantor' s now owned or existing and hereafter acquired or arising:


(i) patents and patent applications, and the inventions and improvements described and claimed therein, including, without limitation, those patents and patent applications listed on Schedule A attached hereto and made a part hereof, and (a) the reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof, (b) all income, royalties, damages and payments now and hereafter due and/or payable under and with respect thereto, including, without limitation, payments under all licenses entered into in connection therewith and damages and payments for past or future infringements thereof, (c) the right to sue for past, present and future infringements thereof, and (d) all of the Grantor' s rights corresponding thereto throughout the world (all of the foregoing patents and applications, together with the items described in clauses (a)-(d) in this paragraph 3(i) are sometimes hereinafter individually and/or collectively referred to as the " Patents" ); and


(ii) rights under or interests in any patent license agreements with any other party, whether the Grantor is a licensee or licensor under any such license agreement, including, without limitation, those patent license agreements listed on Schedule B attached hereto and made a part hereof, and after the occurrence and during the continuance of a Default the right to prepare for sale and sell any and all inventory now or hereafter owned by the Grantor and now or hereafter covered by such licenses (all of the foregoing are hereinafter referred to collectively as the " Licenses" ). Notwithstanding the foregoing or anything herein or in any other Loan Document to the contrary, nothing hereunder or thereunder constitutes or shall be deemed to constitute the grant of a security interest in favor of Agent or any Holder of Secured Obligations with respect to the Grantor' s interest in any License, contract right, license agreement or any other general intangible (each such License, contract right, license agreement and other general intangible being hereinafter referred to as " Excluded Property" ), if the granting of a security interest therein by the Grantor to Agent or any Holder of Secured Obligations is


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prohibited by the terms and provisions of the agreement, document or instrument creating, evidencing or granting a security interest in such Excluded Property or rights related thereto; provided , however , that if and when the prohibition which prevents the granting by the Grantor to Agent of a security interest in any Excluded Property is removed or otherwise terminated, the Agent will be deemed to have, and at all times to have had, a security interest in such Excluded Property.

Notwithstanding the foregoing or anything herein or in any other Loan Document to the contrary, nothing hereunder or thereunder constitutes or shall be deemed to constitute the grant of a security interest in favor of the Agent or any Holder of Secured Obligations with respect to the Grantor' s interest in any property to the extent that the granting of a security interest therein is prohibited under applicable law or causes the loss of any material right of the Grantor thereunder.


4. Restrictions on Future Agreements . Except as otherwise permitted by the Credit Agreement and the other Loan Documents, Grantor shall not, without the Agent' s prior writ
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