Airborne Inc /De/ Sample Contracts

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CREDIT AGREEMENT
Credit Agreement • August 14th, 2000 • Airborne Freight Corp /De/ • Air courier services • Georgia
W I T N E S S E T H
First Supplemental Indenture • October 15th, 2003 • Airborne Inc /De/ • Air courier services • New York
RECEIVABLES PURCHASE AGREEMENT Dated as of December 28, 2000
Receivables Purchase Agreement • March 29th, 2001 • Airborne Inc /De/ • Air courier services • New York
RECEIVABLES SALE AGREEMENT DATED AS OF DECEMBER 28, 2000
Receivables Sale Agreement • March 29th, 2001 • Airborne Inc /De/ • Air courier services • New York
AMENDED AND RESTATED CREDIT AGREEMENT dated as of June 29, 2001, among
Credit Agreement • August 15th, 2001 • Airborne Inc /De/ • Air courier services • Georgia
April 11, 2003 Mr. Bruce E. Grout c/o Airborne Express, Inc. Post Office Box 662 Seattle, WA 98111 Dear Mr. Grout:
Airborne Inc /De/ • August 8th, 2003 • Air courier services

The purpose of this letter is to amend the letter agreement by and among you, Airborne, Inc. and Airborne Express, Inc. dated August 7, 2001 (the “Agreement”) to establish your current base pay and bonus payable for 2002 as the floor for calculating the multiple of base pay and bonus portions of the benefits payable under the Agreement. Accordingly, your Agreement is hereby amended as follows:

BETWEEN
Used Aircraft Sales Agreement • March 27th, 1996 • Airborne Freight Corp /De/ • Air courier services • Washington
HUB AND LINE-HAUL SERVICES AGREEMENT by and between AIRBORNE INC. a Delaware corporation and ABX AIR, INC. a Delaware corporation
Hub and Line-Haul Services Agreement • April 4th, 2003 • Airborne Inc /De/ • Air courier services • New York

This HUB AND LINE-HAUL SERVICES AGREEMENT (this “Agreement”), is made and entered into as of this day of , 2003, by and between Airborne Inc., a Delaware corporation (“Groundco”) and ABX Air, Inc., a Delaware corporation (“Airco”). Each of Airco and Groundco is a “Party” and collectively are the “Parties.”

THIRD SUPPLEMENTAL INDENTURE
Airborne Inc /De/ • August 15th, 2001 • Air courier services

THIRD SUPPLEMENTAL INDENTURE, effective as of June 29, 2001, among AIRBORNE EXPRESS, INC., (formerly Airborne Freight Corporation), a corporation duly organized 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, SKY COURIER, INC. (formerly Airborne Forwarding Corporation), a corporation duly organized under the laws of the State of Delaware (herein called "Sky Courier"), having its principal office at 1851 Alexander Bell Drive, 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

TRADEMARK SECURITY AGREEMENT
Trademark Security Agreement • August 15th, 2001 • Airborne Inc /De/ • Air courier services • Georgia

THIS TRADEMARK SECURITY AGREEMENT (as amended, modified, or supplemented from time to time, this "Agreement"), made effective June 29, 2001, by and between AIRBORNE EXPRESS, INC., a Delaware corporation, having a place of business at 3101 Western Avenue, Seattle, Washington 98121 (the "Debtor"), and WACHOVIA BANK, N.A., a national banking association (the "Collateral Agent"), having offices located at 191 Peachtree Street, Atlanta, GA 30303.

AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT
Receivables Purchase Agreement • August 15th, 2001 • Airborne Inc /De/ • Air courier services • New York

and amends and restates in its entirety that certain Receivables Purchase Agreement dated as of December 28, 2000 by and among Seller, Servicer, Blue Ridge and the Administrative Agent. Unless defined elsewhere herein, capitalized terms used in this Agreement shall have the meanings assigned to such terms in Exhibit I.

FIRST SUPPLEMENTAL INDENTURE
Supplemental Indenture • August 15th, 2001 • Airborne Inc /De/ • Air courier services • New York

FIRST SUPPLEMENTAL INDENTURE, dated as of September 15, 1995, among AIRBORNE FREIGHT CORPORATION, a corporation duly organized 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 3101 Western Avenue, Seattle, Washington 98111, 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

AGREEMENT AND PLAN OF MERGER, DATED AS OF MARCH 25, 2003, BY AND AMONG DHL WORLDWIDE EXPRESS B.V., ATLANTIS ACQUISITION CORPORATION AND AIRBORNE, INC.
Agreement and Plan of Merger • April 4th, 2003 • Airborne Inc /De/ • Air courier services • New York

This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is dated as of March 25, 2003, by and among DHL WORLDWIDE EXPRESS B.V., a company organized and existing under the laws of the Netherlands (“DHL”), ATLANTIS ACQUISITION CORPORATION, a Delaware corporation and an indirect wholly owned Subsidiary (as defined herein) of DHL (“Acquisition”) and AIRBORNE, INC., a Delaware corporation (“Airborne” and, together with DHL and Acquisition, the “Parties”).

Aircraft Chattel Mortgage, Security Agreement, and Assignment of Rents
Airborne Inc /De/ • August 15th, 2001 • Air courier services • Georgia

AIRCRAFT CHATTEL MORTGAGE, SECURITY AGREEMENT, AND ASSIGNMENT OF RENTS, dated as of June 29, 2001 (as amended, modified, or supplemented from time to time, including, without limitation, by the execution and delivery of Supplements (as defined herein), this "Agreement"), by ABX AIR, INC., a Delaware corporation (together with its successors and assigns, the "Debtor"), and WACHOVIA BANK, N.A., a national banking association, as collateral agent (herein, together with its successors and assigns in such capacity, the "Collateral Agent"), on behalf of the Secured Creditors (as defined below):

SECURITY AGREEMENT
Security Agreement • August 15th, 2001 • Airborne Inc /De/ • Air courier services • Georgia

THIS SECURITY AGREEMENT, dated as of June 29, 2001 (as amended, modified, or supplemented from time to time, "this Agreement"), among each of the undersigned (each, together with its successors and assigns, and together with any other Person which may become party to this Agreement as an Assignor as provided for below, an "Assignor" and, collectively, the "Assignors") and WACHOVIA BANK, N.A., a national banking association, as collateral agent (herein, together with its successors and assigns in such capacity, the "Collateral Agent"), for the benefit of the Secured Creditors (as defined below):

April 11, 2003 Mr. Robert T. Christensen c/o Airborne Express, Inc. Post Office Box 662 Seattle, WA 98111 Dear Mr. Christensen:
Airborne Inc /De/ • August 8th, 2003 • Air courier services

The purpose of this letter is to amend the letter agreement by and among you, Airborne, Inc. and Airborne Express, Inc. dated August 7, 2001 (the “Agreement”) to establish your current base pay and bonus payable for 2002 as the floor for calculating the multiple of base pay and bonus portions of the benefits payable under the Agreement. Accordingly, your Agreement is hereby amended as follows:

ACMI SERVICE AGREEMENT between AIRBORNE INC. and ABX AIR, INC. Dated as of [·], 2003
Acmi Service Agreement • April 4th, 2003 • Airborne Inc /De/ • Air courier services • New York

THIS ACMI SERVICE AGREEMENT (this “Agreement”) is entered into as of this [·] day of [·], 2003, by and between AIRBORNE INC., a Delaware corporation (“Groundco”) and ABX AIR, INC., a Delaware corporation (“Airco” and, together with Groundco, the “Parties”).

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OPEN-END MORTGAGE, ASSIGNMENT OF LEASES AND RENTS AND FIXTURE FILING Maximum Principal Amount Not to Exceed $ 475,000,000
Airborne Inc /De/ • August 15th, 2001 • Air courier services • Ohio

THIS OPEN-END MORTGAGE, ASSIGNMENT OF LEASES AND RENTS AND FIXTURE FILING (as the same may from time to time be amended, restated or otherwise modified, this "Agreement") is made as of the 29th day of June, 2001, by ABX AIR, INC., a corporation organized under the laws of Delaware ("ABX"), having its principal place of business at 145 Hunter Drive Wilmington, Ohio 45177, WILMINGTON AIR PARK, INC., a corporation organized under the laws of Ohio ("Air Park"), having its principal place of business at 145 Hunter Drive Wilmington, Ohio 45177, AVIATION FUEL INC., a corporation organized under the laws of Ohio ("Aviation Fuel"), having its principal place of business at 145 Hunter Drive Wilmington, Ohio 45177 (individually, a "Mortgagor," and, collectively, "Mortgagor"), in favor of WACHOVIA BANK, N.A., a national banking association, as collateral agent (herein, together with its successors and assigns in such capacity, the "Collateral Agent"), for the equal and ratable benefit of the Secur

STOCK PLEDGE AGREEMENT
Stock Pledge Agreement • August 15th, 2001 • Airborne Inc /De/ • Air courier services • Georgia

THIS STOCK PLEDGE AGREEMENT (as amended, modified, or supplemented from time to time, this "Agreement"), made effective June 29, 2001, by and between AIRBORNE, INC., a Delaware corporation, having a place of business at 3101 Western Avenue, Seattle, Washington 98121 (the "Grantor"), and WACHOVIA BANK, N.A., a national banking association in its capacity as Collateral Agent for the Lenders (as defined below) (the "Collateral Agent"), having offices located at 191 Peachtree Street, Atlanta, GA 30303.

April 11, 2003 Mr. Lanny H. Michael c/o Airborne Express, Inc. Post Office Box 662 Seattle, WA 98111 Dear Mr. Michael:
Airborne Inc /De/ • August 8th, 2003 • Air courier services

The purpose of this letter is to amend the letter agreement by and among you, Airborne, Inc. and Airborne Express, Inc. dated August 7, 2001 (the “Agreement”) to provide a window period following a “change in control” (as defined in the Agreement) during which you may terminate your employment with the Company (as defined in the Agreement) without any reason and still be entitled to the benefits set forth in Section 7 of the Agreement and to establish your current base pay and bonus payable for 2002 as the floor for calculating the multiple of base pay and bonus portions of the benefits payable under the Agreement. Accordingly, your Agreement is hereby amended as follows:

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