EXHIBIT 4(e)
SECOND SUPPLEMENTAL INDENTURE
RELATING TO THE COMPANY'S
8-7/8% NOTES DUE 2002
SECOND SUPPLEMENTAL INDENTURE, dated as of February 12,
1997, among AIRBORNE FREIGHT CORPORATION, a corporation duly orga
nized and existing under the laws of the State of Delaware
(herein called the "Company"), having its principal office at
3101 Western Avenue, Seattle, Washington 98111, ABX AIR, INC., a
corporation duly organized and existing under the laws of the
State of Delaware (herein called "ABX"), having its principal
office at 145 Hunter Drive, Wilmington, Ohio 45177, AIRBORNE
FORWARDING CORPORATION, a corporation duly organized under the
laws of the State of Delaware (herein called "Airborne
Forwarding"), having its principal office at 1851 Alexander Bell
Dr., Reston, Virginia 22091, WILMINGTON AIR PARK, INC., a
corporation duly organized and existing under the laws of the
State of Ohio (herein called "Wilmington Air Park"), having its
principal office at 145 Hunter Drive, Wilmington, Ohio 45177,
AIRBORNE FTZ, INC., a corporation duly organized under the laws
of the State of Ohio (herein called "Airborne FTZ"), having its
principal office at 145 Hunter Drive, Wilmington, Ohio 45177,
(ABX, Airborne Forwarding, Wilmington Air Park and Airborne FTZ,
being herein collectively referred to as the "Guarantors" and
each being individually referred to as a "Guarantor") and THE
BANK OF NEW YORK, a New York banking corporation, as Trustee
(herein called the "Trustee"), supplementing that certain
Indenture, dated as of December 15, 1992 (the "Indenture"), among
the Company, ABX, Airborne Forwarding and the Trustee.
RECITALS OF THE COMPANY AND THE GUARANTORS
The Company, ABX and Airborne Forwarding have heretofore
executed and delivered to the Trustee the Indenture providing for
the issuance from time to time of its unsecured debentures, notes
or other evidences of indebtedness (herein and therein called the
"Securities"), to be issued in one or more series as in the
Indenture provided.
Section 901 of the Indenture provides, among other things,
that, without the consent of any Holders, the Company, when
authorized by a Board Resolution of the Company, the Guarantors,
when authorized by respective Board Resolutions of the
Guarantors, and the Trustee, at any time and from time to time,
may enter into one or more indentures supplemental thereto, in
form satisfactory to the Trustee, to cure any ambiguity, to
correct or supplement any provision herein which may be
inconsistent with any other provision herein, or to make any
other provisions with respect to matters or questions arising
under the Indenture, provided that such action shall not
adversely affect the interests of the Holders of Securities of
any series in any material respect.
The Company and the Guarantors, pursuant to the foregoing
authority, propose in and by this Second Supplemental Indenture
to supplement the Indenture in certain respects with respect to
the Securities denominated its "8-7/8% Notes Due December 15,
2002," the terms of which are described in the Pricing Agreement
dated December 14, 1992 between the Company, ABX, Airborne
Forwarding and Goldman Sachs & Co. (the "2002 Securities"),
including the addition of Wilmington Air Park and Airborne FTZ as
Guarantors.
All things necessary to make this Second Supplemental
Indenture a valid agreement of the Company and the Guarantors,
and a valid supplement to the Indenture, in accordance with its
terms, have been done.
NOW, THEREFORE, THIS SECOND SUPPLEMENTAL INDENTURE
WITNESSETH:
In consideration of the above matters and of the covenants
contained herein, it is mutually agreed, for the equal and
proportionate benefit of all Holders of the 2002 Securities, as
follows:
ARTICLE ONE
Definitions and Other Provisions
of General Application
Section 101. Definitions.
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(a) For all purposes of this Second Supplemental Indenture,
except as otherwise expressly provided or unless the context
otherwise requires:
(1) the terms defined in this Article have the
meanings assigned to them in this Article and include the
plural as well as the singular;
(2) capitalized terms used herein without definition
shall have the meanings specified in the Indenture;
(3) unless the context otherwise requires, any
reference to an "Article" or a "Section" refers to an
Article or a Section, as the case may be, of this Second
Supplemental Indenture; and
(4) the words "herein," "hereof" and "hereunder" and
other words of similar import refer to this Second
Supplemental Indenture as a whole and not to any particular
Article, Section or other subdivision.
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(b) The Indenture is hereby amended with respect to the
2002 Securities by amending and restating in its entirety the
definition of "Guarantors" set forth in Section 101 of the
Indenture to read as follows:
"Guarantors" means ABX Air, Inc., a corporation duly
organized and existing under the laws of the State of
Delaware, Airborne Forwarding Corporation, a corporation
duly organized under the laws of the State of Delaware,
Wilmington Air Park, Inc., a corporation duly organized and
existing under the laws of the State of Ohio, and Airborne
FTZ, Inc., a corporation duly organized under the laws of
the State of Ohio, except in the case any of such Persons
has been released from its Guarantees hereunder in
accordance with Section 1404 hereof.
ARTICLE TWO
Obligation of Guarantors
Section 201. Guarantee by Wilmington Air Park and
Airborne FTZ.
------------------------------------
By execution and delivery hereof, Wilmington Air Park and
Airborne FTZ each expressly agrees, with respect to the 2002
Securities, to become a Guarantor under the Indenture and to be
bound by all terms and provisions therein made applicable thereby
to Wilmington Air Park and Airborne FTZ, including without
limitation those set forth in Article Fourteen of the Indenture
providing for the joint and several and unconditional guarantees
of the 2002 Securities by the Guarantors.
ARTICLE THREE
Miscellaneous
Section 301. Miscellaneous
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(a) The Trustee accepts the trusts created by the Indenture
as supplemented by this Second Supplemental Indenture, and agrees
to perform the same upon the terms and conditions of the
Indenture, as supplemented hereby.
(b) The recitals contained herein shall be taken as
statements of the Company or the Guarantors, as applicable, and
the Trustee assumes no responsibility for their correctness.
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(c) Each of the Company, the Guarantors and the Trustee
acknowledges that all of its respective covenants and agreements
set forth in the Indenture are in no way amended or modified
except as provided in this Second Supplemental Indenture.
(d) Each of Wilmington Air Park and Airborne FTZ makes, as
of the date of execution of this Second Supplemental Indenture,
all of the respective covenants and agreements set forth by the
Guarantors in the Indenture as supplemented hereby.
(e) All covenants and agreements in this Second
Supplemental Indenture by the Company, the Guarantors or the
Trustee shall bind its respective successors and assigns, whether
so expressed or not.
(f) Except as otherwise provided herein, the Indenture
shall remain in full force and effect in accordance with its
terms.
(g) This Second Supplemental Indenture shall have effect
only with respect to the 2002 Securities.
(h) This Second Supplemental Indenture shall be deemed to
be incorporated in, and made a part of, the Indenture; and the
Indenture, as supplemented hereby, shall be read, taken and
construed as one and the same instrument.
This instrument may be executed in any number of
counterparts, each of which so executed shall be deemed to be an
original, but all such counterparts shall together constitute but
one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this
Second Supplemental Indenture to be duly executed, and their
respective corporate seals to be hereunto affixed, all as of the
day and year first above written.
[SEAL] AIRBORNE FREIGHT CORPORATION
By/s/Roy C. Liljebeck
------------------------------
Executive Vice President, CFO
Attest:
/s/David C. Anderson
- - ------------------------------
Secretary
[SEAL] ABX AIR, INC.
By/s/Stephen E. DeForest
------------------------------
Secretary
Attest:
/s/Joseph C. Hete
- - ------------------------------
Sr. Vice President, Chief Operating Officer
[SEAL] AIRBORNE FORWARDING CORPORATION
By/s/Roy C. Liljebeck
------------------------------
Secretary
Attest:
David C. Anderson
- - ------------------------------
Secretary
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[SEAL] WILMINGTON AIR PARK, INC.
By/s/Stephen E. DeForest
------------------------------
Secretary/Treasurer
Attest:
/s/Joseph C. Hete
- - ------------------------------
Vice President
[SEAL] AIRBORNE FTZ, INC.
By/s/Stephen E. DeForest
------------------------------
Secretary/Treasurer
Attest:
/s/Joseph C. Hete
- - ------------------------------
Vice President
[SEAL] THE BANK OF NEW YORK
By/s/Vivian George's
------------------------------
Assistant Vice President
Attest:
/s/Paul Schmalzel
- - ------------------------------
Assistant Treasurer
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State of Washington )
) ss.:
King County )
On the 12th day of February, 1997, before me personally
came Roy C. Liljebeck, to me known, who, being by me duly sworn,
did depose and say that he is Executive Vice President, CFO of
Airborne Freight Corporation, one of the corporations described
in and which executed the foregoing instrument; that he knows the
seal of said corporation; that the seal affixed to said
instrument is such corporate seal; that it was so affixed by
authority of the Board of Directors of said corporation; and that
he signed his name thereto by like authority.
/s/Janell Cote
------------------------------
Notary Public
State of Washington )
) ss.:
King County )
On the 13th day of February, 1997, before me personally
came Stephen E. DeForest to me known, who, being by me duly
sworn, did depose and say that he is Secretary of ABX Air, Inc.,
one of the corporations described in and which executed the
foregoing instrument; that he knows the seal of said corporation;
that the seal affixed to said instrument is such corporate seal;
that it was so affixed by authority of the Board of Directors of
said corporation; and that he signed his name thereto by like
authority.
/s/Diane C. Kristine
------------------------------
Notary Public
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State of Washington )
) ss.:
King County )
On the 12th day of February, 1997, before me personally
came Roy C. Liljebeck, to me known, who, being by me duly sworn,
did depose and say that he is Secretary of Airborne Forwarding
Corporation, one of the corporations described in and which
executed the foregoing instrument; that he knows the seal of said
corporation; that the seal affixed to said instrument is such
corporate seal; that it was so affixed by authority of the Board
of Directors of said corporation; and that he signed his name
thereto by like authority.
/s/Janell Cote
------------------------------
Notary Public
State of Washington )
) ss.:
County of King )
On the 13th day of February, 1997, before me personally
came Stephen E. DeForest, to me known, who, being by me duly
sworn, did depose and say that he is Secretary of Wilmington Air
Park, Inc., one of the corporations described in and which
executed the foregoing instrument; that he knows the seal of said
corporation; that the seal affixed to said instrument is such
corporate seal; that it was so affixed by authority of the Board
of Directors of said corporation; and that he signed his name
thereto by like authority.
/s/Diane C. Kristine
------------------------------
Notary Public
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State of Washington )
) ss.:
County of King )
On the 13th day of February, 1997, before me personally
came Stephen E. DeForest, to me known, who, being by me duly
sworn, did depose and say that he is Secretary of Airborne FTZ,
Inc., one of the corporations described in and which executed the
foregoing instrument; that he knows the seal of said corporation;
that the seal affixed to said instrument is such corporate seal;
that it was so affixed by authority of the Board of Directors of
said corporation; and that he signed his name thereto by like
authority.
/s/Diane C. Kristine
------------------------------
Notary Public
State of New York )
) ss.:
City of New York )
On the 18th day of February, 1997, before me personally
came Vivian George's, to me known, who, being by me duly sworn,
did depose and say that he is Assistant Vice President of The
Bank of New York, one of the corporations described in and which
executed the foregoing instrument; that he knows the seal of said
corporation; that the seal affixed to said instrument is such
corporate seal; that it was so affixed by authority of the Board
of Directors of said corporation; and that he signed his name
thereto by like authority.
/s/William J. Cassels
------------------------------
Notary Public
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