EXHIBIT 4 (d)
FIRST SUPPLEMENTAL TRUST INDENTURE
BETWEEN
AIRBORNE FREIGHT CORPORATION
AND
LASALLE NATIONAL BANK
as Trustee
DATED AS OF
June 30, 1993
RELATING TO
$115,000,000 CONVERTIBLE SUBORDINATED DEBENTURES
DUE AUGUST 15, 2001
-----------------------------------------------------------------
This document was prepared by
Foster Pepper & Shefelman
1111 Third Avenue, Suite 3400
Seattle, Washington 98101
TABLE OF CONTENTS
ARTICLE I
RESCISSION AND DESIGNATION OF COMPANY OFFICES
1.1 Rescission of Designation of Los Angeles and San Francisco 2
Offices
1.2 Designation of Additional Offices 3
1.3 Maintenance of New York Office 3
ARTICLE II
AMENDMENT OF DEFINITIONS AND OTHER PROVISIONS
2.1 Definitions Amended 3
2.2 Other Provisions Amended 3
ARTICLE III
MISCELLANEOUS
3.1 All Other Provisions of Indenture Apply 4
3.2 Execution in Several Counterparts 4
FIRST SUPPLEMENTAL TRUST INDENTURE
THIS FIRST SUPPLEMENTAL TRUST INDENTURE (this "Supplemental
Indenture"), made and dated as of June 30, 1993, by and between Airborne
Freight Corporation (the "Company), a corporation duly organized and
existing under the laws of the State of Delaware, having its principal
office in Seattle, Washington, and LaSalle National Bank (the "Successor
Trustee"), a national banking association organized and existing under the
laws of the United States of America and having its principal place of
business in Chicago, Illinois, as successor trustee to Bank of America
National Trust and Savings Association (the "Resigning Trustee"),
W I T N E S S E T H:
WHEREAS, the Company and the Resigning Trustee entered into a Trust
Indenture (the "Indenture") dated as of August 15, 1991, pursuant to which
the Company issued its $115,000,000 aggregate principal amount 6 3/4%
Convertible Subordinated Debentures due August 15, 2001 (the "Securities"),
under which the Resigning Trustee serviced as trustee for the Securities;
and
WHEREAS, in accordance with Section 601(b) of the Indenture, the
Resigning Trustee provided notice to the Company of its resignation as
trustee for the Securities to become effective upon the acceptance of
appointment by a successor trustee; and
WHEREAS, the Company, the Resigning Trustee and the Successor Trustee
entered into an agreement dated June 16, 1993, and effective June 30, 1`993
(the "Tri-Party Agreement") whereby the Company accepted the resignation of
the Resigning Trustee and appointed the Successor Trustee, and the
Successor Trustee accepted its appointment as Trustee under the Indenture
and represented that it is qualified and eligible to serve as Trustee under
the Indenture; and
WHEREAS, Section 901 of the Indenture provides that the Company, when
authorized by a Board Resolution, and the Trustee, at any time and from
time to time, may enter into one or more indentures supplemental to the
Indenture, in form satisfactory to the Trustee, to cure any ambiguity,
correct inconsistencies or to make any other provisions with respect to
matters or questions arising under the Indenture which are not inconsistent
with the provisions of the Indenture, so long as the supplemental
indentures do no adversely affect the interests of the holders of the
Securities in any material respect; and
WHEREAS, Section 1002 of the Indenture provides that the Company will
maintain an office or agency in the Borough of Manhattan, the City of New
York, where the Securities may be presented or surrendered for payment or
for registration of transfer or exchange and where notices and demands to
or upon the Company with respect to the Securities and the Indenture may be
served; and
WHEREAS, Section 1002 of the Indenture further provides that the
Company may from time to time designate on or more other offices where the
Securities may be presented and notices and demands may be delivered, and
that the Company may from time to time rescind such designations; and
WHEREAS, the principal corporate trust offices in the Resigning
Trustee are located in Los Angeles and San Francisco, California, which
offices are designated in the Indenture as an additional offices of the
Company for various purposes described in the Indenture; and
WHEREAS, the Successor Trustee and the Company desire to rescind the
designation of the Resigning Trustee's offices in San Francisco and Los
Angeles, and to designate the principal corporate trust office of the
Successor Trustee as an additional office of the Company for certain
purposes described in the Indenture; and
WHEREAS, to make certain changes to the Indenture necessary to
implement the appointment of the Successor Trustee, the Company has
authorized the execution and delivery of this Supplemental Indenture by a
Board Resolution; and
WHEREAS, the Successor Trustee has determined that the amendments
contained in this Supplemental Indenture are consistent with the Indenture
and not adverse to the holders of the Securities; and
WHEREAS, all acts and proceedings required by law necessary to
constitute this Supplemental Indenture a valid and binding agreement for
the uses and purposes set forth herein in accordance with its terms, have
been done and taken, and the execution and delivery of this Supplemental
Indenture have been in all respects duly authorized;
NOW THEREFORE, the Successor Trustee and the Company agree as follows:
ARTICLE I
RESCISSION AND DESIGNATION OF COMPANY OFFICES
1.1 Recission of Designation of Los Angeles and San Francisco
Offices. In accordance with Section 1002 of the Indenture the Company
rescinds its designation of the principal corporate trust offices of the
Resigning Trustee in San Francisco and Los Angeles, California for all
purposes for which those offices are designated in the Indenture.
1.2 Designation of Additional Office. In accordance with Section
1002 of the Indenture the Company designates the Corporate Trust Office as
an additional office of the Company for all purposes for which the San
Francisco and Los Angeles offices are designated in the Indenture,
including surrender of Securities for payment.
1.3 Maintenance of New York Office. In accordance with Section 1002
of the Indenture the Company will maintain an office in the Borough of
Manhattan, The City of New York, where Securities may be surrendered for
transfer, exchange or conversion, and where notices and demands to or upon
the Company under the Indenture may be served.
ARTICLE II
AMENDMENT OF DEFINITIONS AND OTHER PROVISIONS
2.1 Definitions Amended. The following terms defined in Section 101
of the Indenture are amended to read as follows for all purposes of the
Indenture:
"Business Day" means each Monday, Tuesday, Wednesday, Thursday
and Friday which is not a day on which banking institutions in the City of
New York or the city in which the Corporate Trust Office is located are
authorized or obligated by law or executive order to close.
"Corporate Trust Office" means the principal office of the
Trustee.
All other capitalized terms used but no defined in this Supplemental
Indenture shall have the meanings assigned to them in the Indenture.
2.2 Other Provisions Amended. All references in the Indenture to the
offices or agencies of the Trustee or the Company located in Los Angeles or
San Francisco, California, shall be amended to refer to the Corporate Trust
Office of the Successor Trustee for all purposes of the Indenture,
including the reference to the office or agency of the Company in Section
203 of the Indenture specifying the Form of Reverse of the Security.
ARTICLE III
MISCELLANEOUS
3.1 All Other Provisions of Indenture Apply. Except as an to the
extent modified by this Supplemental Indenture, all provisions of the
Indenture shall remain in full force and effect with respect to all
Securities.
3.2 Execution in Several Counterparts. This Supplemental Indenture
may be executed in counterparts and each such counterpart shall for all
purposes be deemed to be an original, and all such counterparts, or as many
of them as the Company and the Successor Trustee shall preserve
undestroyed, shall together constitute but one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be executed, and their respective seals to be affixed hereto
and attested, all as of the day and year first written above.
COMPANY: AIRBORNE FREIGHT CORPORATION
By /s/Lanny H. Michael
------------------------
Title: Sr. V.P. and Treasurer
TRUSTEE: LASALLE NATIONAL BANK
By /s/Georgia E. Tsirdas
------------------------
Title: Assistant Vice President