**EXHIBIT 10(****d****)**

 

OPEN-END MORTGAGE,ASSIGNMENT OF LEASES AND RENTS AND FIXTURE FILING

Maximum Principal Amount Not to Exceed $ 475,000,000

THIS OPEN-END MORTGAGE, ASSIGNMENT OF LEASES AND RENTS ANDFIXTURE FILING (as the same may from time to time be amended, restated orotherwise modified, this "Agreement") is made as of the 29thday of June, 2001, by ABX AIR, INC., a corporation organized under the laws ofDelaware ("ABX"), having its principal place of business at 145Hunter Drive Wilmington, Ohio 45177, WILMINGTON AIR PARK, INC., a corporationorganized under the laws of Ohio ("Air Park"), having its principalplace of business at 145 Hunter Drive Wilmington, Ohio 45177, AVIATION FUELINC., a corporation organized under the laws of Ohio ("AviationFuel"), having its principal place of business at 145 Hunter DriveWilmington, Ohio 45177 (individually, a "Mortgagor," and,collectively, "Mortgagor"), in favor of WACHOVIA BANK, N.A., anational banking association, as collateral agent (herein, together with itssuccessors and assigns in such capacity, the "Collateral Agent"), forthe equal and ratable benefit of the Secured Creditors (as defined below):

PRELIMINARY STATEMENTS:

(1)              Except as otherwise defined herein, capitalized terms usedherein and defined in the Credit Agreement (as defined below) shall be usedherein as therein defined. Certain terms used herein are defined in Section 1hereof.

(2)              This Agreement is one of the "Collateral Documents"described in, and is made pursuant to, that certain Amended and Restated CreditAgreement dated as of the Closing Date, by and among Airborne Express, Inc., aDelaware corporation ("Express") and formerly known as AirborneFreight Corporation, a Delaware corporation ("AFC"), ABX Air, Inc.("ABX" and Express, each, a "Borrower" and together, jointly andseverally, the "Borrowers"), Airborne, Inc., a Delaware corporation,as the "Parent," the financial institutions named as lenders therein (togetherwith their respective successors and assigns, the "Lenders" and, eachindividually, a "Lender"), and Wachovia Bank, N.A., a nationalbanking association ("Wachovia"), as the Administrative Agent for theLenders under the agreement and in its capacity as collateral agent, whichagreement amends and restates that certain Credit Agreement dated as of July27, 2000, by and among AFC, the Lenders, and Wachovia as Administrative Agent,as amended by that certain First Amendment to Credit Agreement dated as ofApril 20, 2001, by and among Airborne, Inc., a Delaware corporation "Airborne"),the Lenders, and Wachovia as Administrative Agent, as further amended by thatcertain Second Amendment to Credit Agreement dated as of May 31, 2001, by andamong Airborne, the Lenders, and Wachovia as Administrative Agent(collectively, together with any and all concurrent or subsequent exhibits,schedules, extensions, supplements, amendments or modifications thereto, the"Credit Agreement".  Pursuantto a Joinder Agreement dated as of December 26, 2000, Airborne assumed AFC'sobligations as "Borrower" under the Credit Agreement, and AFC wasreleased from its obligations as "Borrower" under the CreditAgreement.

(3)              The Credit Agreement provides for, among other things, loansor advances, the issuance of letters of credit, and other extensions of creditto or for the benefit of the Borrowers of up to $275,000,000, with such loansor advances being evidenced by promissory notes (the "FacilityNotes").

(4)              AFC entered into an Indenture dated as of December 15, 1992,as supplemented by that certain First Supplemental Indenture dated as ofSeptember 15, 1995, relating to Express' 7.35% Notes due 2005, as furthersupplemented by that certain Second Supplemental Indenture Relating to AFC's8-7/8% Notes Due 2002 dated February 12, 1997, and as further supplemented bythat certain Third Supplemental Indenture dated as of the Closing Date (herein,as amended or otherwise modified, restated, supplemented or replaced from timeto time, the "Indenture"), pursuant to which Express, formerly knownas AFC, (i) may issue and sell its debentures, notes, or other evidences ofindebtedness and (ii) has, prior to the date hereof, issued and sold to certainpurchasers (the "Noteholders," such term to include their successorsand assigns) (A) $100,000,000 aggregate original principal amount of its"7.35% Notes Due 2005," (the "1995 Notes") and (B)$100,000,000 aggregate original principal amount of its "8-7/8% Notes DueDecember 15, 2002" (the "1992 Notes," and together with the 1995Notes, the "Indenture Debt," such term to include all debentures,notes, or other evidences of indebtedness issued pursuant to the Indenture inaddition to, issued in exchange for, or issued in replacement of any IndentureDebt existing on the date hereof).Express, in its capacity as issuer of the Indenture Debt, together withits successors and assigns, shall be referred to herein as the "IndentureDebt Issuer."

(5)              Subject to certain exceptions which are not applicable hereto,Section 1008 of the Indenture prohibits any Mortgagor from creating anysecurity interests in certain of the Mortgagors' property unless the IndentureDebt is equally and ratably secured by such security interest.

(6)              This Agreement is made in favor of the Collateral Agent forthe benefit of the Lenders and the Noteholders (collectively the "SecuredCreditors") to equally and ratably secure the Secured Obligations (asdefined herein).

(7)              It is a condition precedent to the making of Loans and theissuance of, and participation in, Letters of Credit under the Credit Agreementthat the Mortgagors shall have executed and delivered to the Collateral Agentthis Agreement.

(8)              The Mortgagors desire to execute this Agreement to satisfy theconditions described in the preceding paragraphs (5) and (7).

NOW, THEREFORE, TO SECURE TO COLLATERAL AGENT, for theequal and ratable benefit of the Secured Creditors, all of the SecuredObligations, as hereinafter defined, Mortgagors do hereby MORTGAGE, GRANT,CONVEY AND ASSIGN to Collateral Agent, for the equal and ratable benefit of theSecured Creditors, the Property, as hereinafter defined.

TO HAVE AND TO HOLD the Property unto the Collateral Agentfor the equal and ratable benefit of the Secured Creditors, forever.  And Mortgagors represent and warrant that(i) Mortgagors are lawfully seized of the estate hereby conveyed and have theright to mortgage, grant, convey and assign the Property, (ii) the Property isunencumbered except for the Permitted Encumbrances, and (iii) Mortgagors willwarrant and defend generally the title to the Property against all claims anddemands whatsoever, except as aforesaid.

Mortgagors covenant and agree as follows:

**1.                                          DEFINITIONS.  As usedin this Agreement, the following terms shall have the following meanings:**

"Aggregate Principal Obligations" shall mean thesum of (a) the Indenture Principal Obligations, plus (b) the Facility PrincipalObligations.

"Agreement" shall mean this Security Agreementas the same may be modified, supplemented or amended from time to time inaccordance with its terms.

"Borrower" shall have the meaning provided inthe Preliminary Statements of this Agreement.

"Collateral Agent" shall have the meaningprovided in the first paragraph of this Agreement.

"Collateral Agent Expenses" shall mean (a) allcosts or expenses which any Mortgagor is required to pay or cause to be paid underthis Agreement or any other Collateral Document and which are paid or advancedby the Collateral Agent pursuant to the provisions of the Collateral Documents;(b) all taxes and insurance premiums of every nature and kind which anyMortgagor is required to pay or cause to be paid under this Agreement or anyother Collateral Document and which are paid or advanced by the CollateralAgent pursuant to the provisions of any Collateral Document; (c) all filing,recording, publication and search fees paid or incurred by the Collateral Agentin connection with the transactions contemplated by this Agreement or the otherCollateral Documents; (d) all costs and expenses paid or incurred by theCollateral Agent (with or without suit), to correct any default or enforce anyprovisions of any Collateral Document or in gaining possession of, maintaining,handling, preserving, storing, refurbishing, appraising, selling, preparing forsale and/or advertising to sell the Property, whether or not a sale isconsummated; (e) all costs and expenses of suit paid or incurred by theCollateral Agent in enforcing or defending this Agreement or any otherCollateral Document; and (f) attorneys' fees and expenses paid or incurred bythe Collateral Agent in advising, structuring, drafting, reviewing, amending,terminating, enforcing, defending or concerning this Agreement or any otherCollateral Document, whether or not suit is brought, and including any actionbrought in any Insolvency Proceeding.

"Contract Rights" shall mean all rights of anMortgagor under any Scheduled Contract but shall not include the right topayment thereunder.

"Credit Agreement" shall have the meaningprovided in the Preliminary Statements of this Agreement.

"Documents" shall have the meaning assigned thatterm under the UCC.

"Event of Default," as used in this Agreement,unless otherwise stated, shall have the same meaning given such term in theCredit Agreement.

"Facility Notes" shall have the meaning givensuch term in the Preliminary Statements.

"Facility Obligations" shall mean all"Obligations" as such term is defined in the Credit Agreement.

"Facility Principal Obligations" shall mean, atany time, the sum of (a) aggregate outstanding principal amount of all Loansunder the Credit Agreement, plus (b) the outstanding principal amount of allReimbursement Obligations under the Credit Agreement, plus (c) the  Outstanding Letter of Credit Exposure, plus(d) the principal amount of all other loans or advances which constitute aportion of the Facility Obligations.

"General Intangibles" shall have the meaningassigned that term under the UCC.

"Goods" shall have the meaning assigned thatterm under the UCC.

"Indenture" shall have the meaning given suchterm in the Preliminary Statements of this Agreement.

"Indenture Debt" shall have the meaning providedin the Preliminary Statements of this Agreement.

"Indenture Debt Issuer" shall the meaning givensuch term in the Preliminary Statements of this Agreement.

"Indenture Documents" shall mean the Indenture,all documents or instruments evidencing the Indenture Debt and all otherdocuments now or hereafter executed and delivered by the Indenture Debt Issuer,either of the Borrowers, or any Mortgagor for the equal and ratable benefit ofthe Trustee or Noteholders.

"Indenture Principal Obligations" shall mean, atany time, the outstanding principal amount of all debentures, notes, or otherevidences of indebtedness issued under or pursuant to the Indenture Documents.

"Information Disclosure Certificate" shall mean,as to any Mortgagor, the Information Disclosure Certificate delivered by or onbehalf of such Mortgagor pursuant to the Credit Agreement.

"Instrument" shall have the meaning assignedthat term under the UCC.

"Lender" and "Lenders" shall have themeaning provided in the Preliminary Statements of this Agreement.

"Lenders' Percentage" shall mean, with respectto a given amount, the portion of such amount determined by the ratio by whichthe Facility Principal Obligations bear to the Aggregate Principal Obligations.

"Letter of Credit Reserve Account" shall havethe meaning given such term in Section 24(b).

"Mortgagor" or "Mortgagor" shall havethe meaning provided in the first paragraph of this Agreement, and theirsuccessors and assigns.

"Noteholder" shall have the meaning provided inthe Preliminary Statements of this Agreement.

"Noteholders' Percentage" shall mean, withrespect to a given amount, the portion of such amount determined by the ratioby which the Indenture Principal Obligations bear to the Aggregate PrincipalObligations.

"Outstanding Letters of Credit Exposure" shallmean at any time the undrawn face amount of all outstanding Letters of Creditthen issued and outstanding under the Credit Agreement (assuming compliancewith all requirements for drawing).

"Permitted Encumbrances" shall have the meaninggiven such term in the Credit Agreement.

"Proceeds" shall have the meaning assigned thatterm under the UCC or under other relevant law and, in any event, shallinclude, but not be limited to (i) any and all proceeds of any insurance,indemnity, warranty or guaranty payable to the Collateral Agent or an Mortgagorfrom time to time with respect to any of the Property, (ii) any and allpayments (in any form whatsoever) made or due and payable to an Mortgagor fromtime to time in connection with any requisition, confiscation, condemnation,seizure or forfeiture of all or any part of the Property by any governmentalauthority (or any Person acting under color of governmental authority); (iii)any and all accounts, general intangibles, contract rights, inventory,equipment, money, drafts, instruments, deposit accounts, or other tangible andintangible property of the Mortgagors resulting from the sale (authorized orunauthorized) or other disposition of the Property, including, withoutlimitation, the net earnings of any lease or other agreement relative to theuse of the Property, or any portion thereof, and any proceeds of such proceeds;and (iv) any and all other amounts from time to time paid or payable under or inconnection with any of the Property.

"Property" shall mean all of the real propertydescribed on Exhibit A attached hereto and made a part hereof, together withall present and future right, title and interest of Mortgagors therein or inany way appertaining thereto, and all buildings, improvements and tenements nowor hereafter erected on the property, and all heretofore or hereafter vacatedalleys and streets abutting the property, and all easements, rights,appurtenances, rents, royalties, mineral, oil and gas rights and profits,water, water rights, and water stock appurtenant to the property, and allfixtures, machinery, equipment, engines, boilers, incinerators, buildingmaterials, appliances and goods of every nature whatsoever now or hereafter ownedby Mortgagors and located in, or on, or used, or intended to be used inconnection with the property, including, but not limited to, those for thepurposes of supplying or distributing heating, cooling, electricity, gas,water, air and light; all cranes and materials handling equipment; and allelevators, and related machinery and equipment, fire prevention andextinguishing apparatus, security and access control apparatus, plumbing, bathtubs, water heaters, water closets, stoves, refrigerators, dishwashers,disposals, washers, dryers, awnings, storm windows, storm doors, screens,blinds, shades, curtains and curtain rods, mirrors, cabinets, paneling, rugs,attached floor coverings, furniture, fixtures, equipment; and all rentals,revenues, payments, repayments, deposits, income, charges and moneys derivedfrom the use, lease, sublease, rental or other disposition of the property andthe proceeds from any insurance or condemnation award pertaining thereto; andall other property (tangible and intangible) now owned or hereafter acquired byMortgagors and used in, on or about the subject real estate or arising from theoperation of the property, all of which, including replacements and additionsthereto and proceeds therefrom, shall be deemed to be and remain a part of thereal property covered by this Agreement.The Property shall constitute "Collateral" as such term isused in the Credit Agreement.

"Secured Creditors" shall have the meaningprovided in the Preliminary Statements of this Agreement.

"Secured Obligations" shall mean each of thefollowing:

(a)               the Borrowers' full and prompt payment when due (whether atthe stated maturity, by acceleration or otherwise), and the due performance, ofall Facility Obligations; and

(b)               the full and prompt payment when due (whether at the statedmaturity, by acceleration or otherwise) of all principal of, and interest on,the Indenture Debt, and the due performance of all other obligations of anyMortgagor arising under or in connection with the Indenture Documents; and

(c)               all obligations and liabilities of any Mortgagor under thisAgreement, any Subsidiary Guaranty, Parent Guaranty, or any other Loan Documentto which any Mortgagor is a party; and

(d)               all obligations and liabilities of any Mortgagor under theIndenture Documents to which it is a party; and

(e)               all other obligations and liabilities owing by any Mortgagorto any of the Administrative Agent, the Collateral Agent, the Trustee, anyLender, or any Noteholder under this Agreement, the Credit Agreement or anyother Loan Document, or the Indenture Documents (including, without limitation,indemnities, fees and other amounts payable thereunder); and

(f)                 the full and prompt payment when due of any and all CollateralAgent Expenses; in all cases whether now existing, or hereafter incurred under,arising out of, or in connection with, this Agreement, the Credit Agreement orany other Loan Document, or the Indenture Documents, including any suchinterest or other amounts which, but for any automatic stay under Section362(a) of the Bankruptcy Code, would become due.  It is acknowledged and agreed that the term "SecuredObligations" shall include, without limitation, extensions of credit andissuances of securities of the types described above, whether outstanding onthe date of this Agreement or extended or purchased from time to time after thedate of this Agreement.

"Trustee" shall mean the trustee under theIndenture and includes its successors and assigns.

"UCC" shall mean the Uniform Commercial Code asenacted by the State of Ohio, as amended from time to time, and any and allterms used in this Agreement which are defined in the UCC shall be construedand defined in accordance with the meaning and definition ascribed to suchterms under the UCC.

"Wachovia" has the meaning given such term inthe Preliminary Statements of this Agreement.

Except as specifically defined herein, capitalized termsused herein that are defined in the Credit Agreement shall have theirrespective meanings ascribed to them in the Credit Agreement.

2.                                          PAYMENT OF SECURED OBLIGATIONS.  Mortgagors shall promptly pay and perform all of the SecuredObligations when due.

3.                                          OPEN-END MORTGAGE.This Agreement is an Open-End Mortgage under Section 5301.232 of theOhio Revised Code and is intended to secure all of the Secured Obligations,including, without limitation, such Secured Obligations that may be advanced toor payable by Mortgagors or Borrowers after the date of this Agreement. ThisAgreement shall secure the maximum principal amount of up to Four HundredSeventy Five Million Dollars ($475,000,000), together with interest thereon andsuch other amounts as shall become due and owing to Collateral Agent, for thebenefit of the Secured Creditors, from Mortgagors pursuant this Agreement.

4.                                          INSURANCE.  Mortgagorsshall keep all improvements now existing or hereafter erected on the Propertyinsured against loss by fire and such other hazards, casualties, andcontingencies in accordance with the Credit Agreement.  In the event of foreclosure of thisAgreement, all right, title, and interest of Mortgagors in and to any insurancepolicies then in force shall pass to the purchaser at foreclosure sale, andCollateral Agent is hereby appointed attorney in fact for Mortgagors for thepurpose of assigning and transferring such policies and receiving all or anypart of the proceeds therefrom.  Theinsurance proceeds or any part thereof may be applied by Collateral Agent, atCollateral Agent's option, either to the reduction of the Secured Obligationsor to restoration or repair of the property damaged.

5.                                          FUNDS FOR TAXES, INSURANCE AND OTHER CHARGES.  Upon default in payment by Mortgagors of anyof the following described items, or upon the occurrence of an Event ofDefault, as hereinafter defined, Collateral Agent shall have the right, atCollateral Agent's option, to require Mortgagors to pay to Collateral Agent onthe first day of each month, until the Secured Obligations shall have been paidin full, a sum (herein "Funds") equal to one-twelfth of (a) theyearly water and sewer rates and taxes and assessments that may be levied onthe Property and (b) the yearly premium installments for fire and other hazardinsurance, rent loss insurance (if applicable) and such other insurancecovering the Property as Collateral Agent may require pursuant to the CreditAgreement, all as reasonably estimated initially and from time to time byCollateral Agent on the basis of assessments and bills and reasonable estimatesthereof.  Any waiver by Collateral Agentof a requirement that Mortgagors pay such Funds may be revoked by CollateralAgent, in Collateral Agent's sole discretion, at any time upon notice inwriting to Mortgagors.  Collateral Agentmay require Mortgagors to pay to Collateral Agent, in advance, such other Fundsfor other taxes, charges, premiums, assessments and impositions in connectionwith Mortgagors or the Property that Collateral Agent shall reasonably deemnecessary to protect Collateral Agent's interests (herein "OtherImpositions").  Unless otherwiseprovided by applicable law, Collateral Agent, at Collateral Agent's option, mayrequire Funds for Other Impositions to be paid by Mortgagors in a lump sum (notexceeding Other Impositions due for a one-year period) or in periodicinstallments.

The Funds shall be held by Collateral Agent and shall beapplied to pay such rates, rents, taxes, assessments, insurance premiums andOther Impositions so long as no Event of Default has occurred.  Collateral Agent shall make no charge for soholding and applying the Funds, analyzing such account or for verifying andcompiling said assessments and bills, unless Collateral Agent pays Mortgagorsinterest, earnings or profits on the Funds and applicable law permitsCollateral Agent to make such a charge.Unless applicable law requires interest, earnings or profits on theFunds to be paid, Collateral Agent shall not be required to pay Mortgagors anyinterest, earnings or profits on the Funds.Collateral Agent shall give to Mortgagors, without charge, an annualaccounting of the Funds showing credits and debits to the Funds and the purposefor which each debit to such Funds was made.The Funds are pledged as additional security for the Secured Obligationsand shall be subject to the right of set off.

If the amount of the Funds held by Collateral Agent at thetime of the annual accounting thereof shall exceed the amount deemed necessaryby Collateral Agent to provide for the payment of water and sewer rates, taxes,assessments, insurance premiums, rents and Other Impositions, as such paymentsbecome due, Collateral Agent (in its sole discretion) may either (i) return theamount of the excess to Mortgagors or (ii) apply a part or all of such excessat such time or times as Collateral Agent may elect to the SecuredObligations.  If, at any time, theamount of the Funds held by Collateral Agent shall be less than the amountdeemed necessary by Collateral Agent to pay water and sewer rates, taxes,assessments, insurance premiums, rents and Other Impositions, as such paymentsbecome due, Mortgagors shall, on demand, pay such deficiency.  Upon the occurrence of an Event of Default,Collateral Agent may apply, in any amount and in any order as Collateral Agentshall determine, in Collateral Agent's sole discretion, any Funds held by CollateralAgent at the time of application (A) to pay rates, rents, taxes, assessments,insurance premiums and Other Impositions that are now or shall hereafter becomedue; or (B) as a credit against sums secured by this Agreement.  Upon release of this Agreement and paymentin full of the Secured Obligations, Collateral Agent shall promptly refund toMortgagors any Funds held by Collateral Agent.

6.                                          CHARGES; MECHANICS LIENS.Mortgagors shall pay all water and sewer rates, rents, taxesassessments, premiums, and Other Impositions (not being diligently contested byMortgagors (a) in a timely manner and (b) with the support of adequatefinancial reserves), attributable to the Property.  Mortgagors shall promptly discharge any lien that has, or mayhave, priority over or equality with, the lien of this Agreement, other thanPermitted Encumbrances.

If a mechanic's lien is filed against the Property,Mortgagors shall promptly notify Collateral Agent and, at Collateral Agent'srequest, shall deliver to Collateral Agent, either of the following, atMortgagors' option, (i) a cash deposit or (ii) an indemnity bond satisfactoryto Collateral Agent issued by a surety satisfactory to Collateral Agent, in theamount claimed by any such lien, together with an additional sum necessary topay all costs, interest and penalties that may be payable in connectiontherewith. Without Collateral Agent's prior written consent, Mortgagors shallnot allow any lien, encumbrance, or other interest in the Property to beperfected against the Property, other than Permitted Encumbrances, unlessMortgagors are then diligently contesting same and has, as to the lien,encumbrance or interest being contested, complied with (i) or (ii) of thepreceding sentence.

7.                                          PRESERVATION AND MAINTENANCE OF PROPERTY.  Mortgagors (a) shall not commit waste orpermit impairment or deterioration of the Property; (b) shall not abandon theProperty; (c) shall, unless Collateral Agent withholds insurance proceeds assecurity for or application to the Secured Obligations as provided in theCredit Agreement, restore or repair promptly and in a good and workmanlikemanner all or any part of the Property to the equivalent of its originalcondition, or such other condition as Collateral Agent may approve in writing,in the event of any damage, injury or loss thereto, whether or not insuranceproceeds are available to cover in whole or in part the costs of suchrestoration or repair unless the improvements constituting the Property are (i)totally destroyed, (ii) insurance has been maintained thereon as required by thisAgreement, and (iii) Collateral Agent applies the proceeds of such insurance topayment of the Secured Obligations; (d) shall keep the Property, includingimprovements, fixtures, equipment, machinery and appliances, in good repair andshall replace improvements, fixtures, equipment, machinery and appliances onthe Property owned by Mortgagors when necessary to keep such items in goodrepair; (e) shall comply in all material respects with all laws, ordinances,regulations and requirements of any governmental body applicable to theProperty, including, without limitation, the American with Disabilities Act, asit may be amended from time to time; and (f) shall give notice in writing toCollateral Agent of, appear in and defend, any action or proceeding purportingto affect the Property, the security of this Agreement or the rights or powersof Collateral Agent, except for any such action or proceeding caused by thegross negligence or intentional misconduct of Collateral Agent.  Unless required by applicable law or unlessCollateral Agent has otherwise consented in writing, neither Mortgagors nor anytenant or other Person shall remove, demolish or alter any improvement nowexisting or hereafter erected on the Property or any fixture (other than tradefixtures), equipment, machinery or appliance in or on the Property owned byMortgagors and used or intended to be used in connection with the Property,except as permitted pursuant to the Credit Agreement.

8.                                          USE OF PROPERTY.Unless required by applicable law or unless Collateral Agent hasotherwise agreed in writing, Mortgagors shall not allow changes in the use forwhich all or any part of the Property was intended at the time this Agreementwas executed.  Mortgagors shall notinitiate or acquiesce in a change in the zoning classification of the Propertywithout Collateral Agent's prior written consent.

9.                                          PROTECTION OF PROPERTY; AGENT'S SECURITY.  If Mortgagors fail to perform the covenantsand agreements contained in this Agreement, or if any action or proceeding is commencedthat affects the Property or title thereto or the interest of Collateral Agenttherein, including, but not limited to, eminent domain, insolvency, enforcementof local laws, or arrangements or proceedings involving a bankrupt or decedent,then Collateral Agent, at Collateral Agent's option, may make such appearances,disburse such sums and take such action as Collateral Agent deems necessary, inits sole discretion, to protect the interests of Collateral Agent and theSecured Creditors, including, but not limited to, (a) disbursement ofattorneys' fees; (b) entry upon the Property to remedy any failure ofMortgagors to perform hereunder; and (c) procurement of satisfactory insurance.

Any amounts disbursed by Collateral Agent pursuant to thisSection 9, with interest thereon, shall become part of the Secured Obligationsand shall be secured by this Agreement.Unless Mortgagors and Collateral Agent agree in writing to other termsof payment, such amounts shall be immediately due and payable and shall bearinterest from the date of disbursement at the Default Rate, unless collectionfrom Mortgagors of interest at such rate would be contrary to applicable law,in which event such amounts shall bear interest at the highest rate that may becollected from Mortgagors under applicable law.  Mortgagors hereby covenant and agree that Collateral Agent shallbe subrogated to the lien of any mortgage or other lien discharged, in whole orin part, by the Secured Obligations.Nothing contained in this Section 9 shall require Collateral Agent toincur any expense or take any action hereunder.

The procurement of insurance of the payment of taxes orother liens or charges by Collateral Agent shall not be a waiver of the rightof Collateral Agent or the Lenders to accelerate the maturity of any of theSecured Obligations secured by this Agreement.Collateral Agent's receipt of any awards, proceeds or damages under theinsurance or condemnation provisions of the Credit Agreement or this Agreementshall not operate to cure or waive any default in payment of sums secured bythis Agreement.

10.                                      CONDEMNATION.Mortgagors shall promptly notify Collateral Agent of any action orproceeding relating to any condemnation or other taking, whether direct orindirect, of the Property, or part thereof, and Mortgagors shall appear in andprosecute any such action or proceeding unless otherwise directed by CollateralAgent in writing.  Mortgagors authorizeCollateral Agent, at Collateral Agent's option, as attorney-in-fact forMortgagors, to commence, appear in and prosecute, after the occurrence of anEvent of Default, in Collateral Agent's or Mortgagors' name, any action orproceeding relating to any condemnation or other taking of the Property,whether direct or indirect, and to settle or compromise any claim in connectionwith such condemnation or other taking.The proceeds of any award, payment or claim for damages, direct orconsequential, in connection with any condemnation or other taking, whetherdirect or indirect, of the Property, or part thereof, or for conveyances inlieu of condemnation, are hereby assigned to and shall be paid to CollateralAgent.

With the consent of Collateral Agent, which consent may bewithheld in Collateral Agent's sole discretion, Mortgagors may apply such awards,payments, proceeds or damages, after the deduction of Collateral Agent'sexpenses incurred in the collection of such amounts, to restoration or repairof the Property.  Otherwise, such sumsso received shall be applied to payment of the Secured Obligations.  Mortgagors agree to execute such furtherevidence of assignment of any awards, proceeds, damages or claims arising inconnection with such condemnation or taking as Collateral Agent may reasonablyrequire.

11.                                      ESTOPPEL CERTIFICATE.Mortgagors shall, within ten (10) days of a written request fromCollateral Agent, furnish Collateral Agent with a written statement, dulyacknowledged, setting forth the sums secured by this Agreement and any right ofset-off, counterclaim or other defense that exists against such sums and anySecured Obligations.

12.                                      UNIFORM COMMERCIAL CODE AND FIXTURE FILING.  This Agreement shall also constitute a"fixture filing" under the Uniform Commercial Code, as adopted inOhio for the purpose of perfecting Collateral Agent's security interest in allof Mortgagors' property now owned or hereafter acquired which is or becomes a"fixture" to the Property under the Uniform Commercial Code, as ineffect from time to time in Ohio, with the names and addresses of the"debtors" and "secured party" for such purpose being:

Debtors:            ABX AIR, INC.            145 Hunter Drive            Wilmington, Ohio  45177

 

            WILMINGTONAIR PARK, INC.            145 Hunter Drive            Wilmington, Ohio  45177

 

            AVIATIONFUEL INC.            145 Hunter Drive            Wilmington, Ohio  45177

 

Secured Party: WACHOVIA BANK,N.A., as Collateral Agent            191 Peachtree Street, N.E.            Atlanta, Georgia  30303            Attn:  Syndications Group

 

13.                                      LEASES OF THE PROPERTY.Mortgagors shall comply with and observe Mortgagors' obligations aslandlord or as tenant, as the case may be, under any leases of the Property orany part thereof.  Mortgagors shallfurnish Collateral Agent with executed copies of the leases now existing orhereafter made of all or any part of the Property, and all future leases andamendments or modifications thereto shall be subject to Collateral Agent'sprior written approval.  Unlessotherwise directed by Collateral Agent, all leases of the Property made afterthe date hereof shall specifically provide that such leases are subordinate tothis Agreement; that the tenant attorns to Collateral Agent, such attornment tobe effective upon Collateral Agent's acquisition of title to the Property; thatthe tenant agrees to execute such further evidences of attornment as CollateralAgent may from time to time request; and that the attornment of the tenantshall not be terminated by foreclosure.Mortgagors shall not, without Collateral Agent's written consent,execute, modify, surrender or terminate, either orally or in writing, any leasehereafter made of all or any part of the Property, permit an assignment orsublease of such a lease, or request or consent to the subordination of anylease of all or any part of the Property to any lien subordinate to thisAgreement, provided that such leases are on commercially reasonable terms.  If Mortgagors become aware that any tenantproposes to do, or is doing, any act or thing that may give rise to any rightto set-off against rent, Mortgagors shall (a) take such steps as shall bereasonably calculated to prevent the accrual of any right to a set-off againstrent, (b) notify Collateral Agent thereof and of the amount of said set-offs,and (c) within twenty (20) days after such accrual, reimburse the tenant whoshall have acquired such right to set-off or take such other steps as shall effectivelydischarge such set-off and as shall assure that rents thereafter due shallcontinue to be payable without set-off or deduction.

14.                                      REMEDIES CUMULATIVE.Each remedy provided in this Agreement is distinct and cumulative to allother rights or remedies under this Agreement or the Credit Agreement orafforded by law or in equity, and may be exercised concurrently, independently,or successively, in any order whatsoever.

15.                                      TRANSFERS OF THE PROPERTY; CHANGES IN CONTROL OR OWNERSHIP OFMORTGAGORS.  Except as expresslypermitted pursuant to the Credit Agreement, Mortgagors shall not (a) voluntaryor involuntary sell, lease, exchange, assign, convey, transfer or otherwisedispose of all or any portion of the Property (or any interest therein), or allor any of the beneficial ownership interest in Mortgagors, or (b) convey to anyPerson, other than Collateral Agent, a security interest in the Property or anypart thereof or voluntarily or involuntarily permit or suffer the Property tobe further encumbered.

16.                                      CREDIT AGREEMENT PROVISIONS.Mortgagors agree to comply with the covenants and conditions of theCredit Agreement that is hereby incorporated by reference in and made a part ofthis Agreement.  All sums disbursed byCollateral Agent to protect the security of this Agreement shall be treated asRelated Expenses, as defined in the Credit Agreement.  All such sums shall bear interest from the date of disbursementat the Default Rate.  In the event ofany conflict or inconsistency between this Agreement and the Credit Agreement,the terms of the Credit Agreement shall control.

17.                                      NOTICE.  Any noticegiven with respect to this Agreement may be personally served or given inwriting by depositing such notice in the United States mail, first classpostage prepaid, or by telex or telegram, charges prepaid, addressed to anyMortgagor at the address and telecopy number set forth below, or at such otheraddress and telecopy number as such Mortgagor may from time to time designatein writing to the Collateral Agent, and, to the Collateral Agent at the addressand telecopy number for notices set forth in the Credit Agreement, or at suchother address and telecopy number as the Collateral Agent may designate bywritten notice to the Parent or either of the Borrowers.

            P.O. Box 662

            Seattle, Washington 98111

            Attention: Chief Financial Officerand General Counsel

            CFO Telecopier number: (206)281-1444

            Confirmation number: (206) 281-1003

            GC Telecopier number: (206) 281-1444

            Confirmationnumber: (206) 281-1005

18.                                      SUCCESSORS AND ASSIGNS BOUND; COLLATERAL AGENTS;CAPTIONS.  The covenants and agreementsherein contained shall bind, and the rights hereunder shall inure to, therespective successors and permitted assigns of Collateral Agent, the Lendersand Mortgagors.  In exercising any rightshereunder or taking any actions provided for herein, Collateral Agent may actthrough its employees, agents or independent contractors as authorized byCollateral Agent.  The captions andheadings of the Sections of this Agreement are for convenience only and are notto be used to interpret or define the provisions hereof.

19.                                      GOVERNING LAW; SEVERABILITY.This Agreement shall be governed by the laws of the State of Ohio,without regard to principles of conflicts of laws.  In the event that any provision of this Agreement conflicts withapplicable law, such conflict shall not affect other provisions of thisAgreement that can be given effect without the conflicting provisions, and tothis end the provisions of this Agreement are declared to be severable.

20.                                      WAIVER OF MARSHALING. In the event of foreclosure of the lienof this Agreement, the Property may be sold in one or more parcels or as anentirety as Collateral Agent may elect.

Notwithstanding the existence of any other securityinterests in the Property held by Collateral Agent, or by any other Person,Collateral Agent shall have the right to determine the order in which any orall of the Property shall be subjected to the remedies provided herein.  Collateral Agent shall have the right todetermine the order in which any or all of the Secured Obligations aresatisfied from the proceeds realized upon the exercise of the remedies providedherein.  Mortgagors, any Person thatconsents to this Agreement, and any Person that now or hereafter acquires asecurity interest in the Property and that has actual or constructive noticehereof, hereby waives any and all right to require the marshaling of assets inconnection with the exercise of any of the remedies permitted by applicable lawor provided herein.

21.                                      ASSIGNMENT OF RENTS; APPOINTMENT OF RECEIVER; COLLATERAL AGENTIN POSSESSION.  Mortgagors herebyabsolutely and unconditionally assign and transfer to Collateral Agent all ofthe leases, rents and revenues of the Property, including those now due, pastdue, or to become due by virtue of any lease or other agreement for theoccupancy or use of all or any part of the Property, regardless to whom therents and revenues of the Property are payable.  Although this Agreement is a present assignment, Collateral Agentshall not exercise any of the rights or powers herein conferred upon it untilan Event of Default shall have occurred.Mortgagors hereby authorize Collateral Agent or Collateral Agent'sagents to collect the aforesaid rents and revenues and hereby directs each tenantof the Property to pay such rents to Collateral Agent or Collateral Agent'sagents.  Upon the occurrence of an Eventof Default, and without the necessity of Collateral Agent entering upon andtaking and maintaining full control of the Property in person, by agent or by acourt appointed receiver, Collateral Agent shall immediately be entitled topossession of all rents and revenues of the Property as specified in thisSection 21 as the same become due and payable (including but not limited torents then due and unpaid) and all such rents received by Mortgagors shallimmediately, upon delivery of such notice, be held by Mortgagors, as trusteefor the benefit of Collateral Agent only.This Section 21 may be supplemented by a separate assignment of leasesand rents agreement entered into by and between Collateral Agent andMortgagors, which instrument shall set forth more fully Collateral Agent'srights with respect to the leases, rents and revenue of the Property.

22.                                      ASSIGNMENT OF CONSTRUCTION RIGHTS.  From time to time, as Collateral Agent deems necessary to protectits interests, Mortgagors shall, upon request of Collateral Agent, execute anddeliver to Collateral Agent, in such form as Collateral Agent shall direct,assignments of any and all rights or claims that relate to the construction ofimprovements on the Property and which Mortgagors may have against any Personsupplying or who has supplied labor, materials or services in connection withconstruction of the Property.

23.                                      EVENT OF DEFAULT; ACCELERATION; REMEDIES.  Each of the following shall constitute anEvent of Default hereunder, (a) if any Event of Default, as defined in theCredit Agreement, occurs under the Credit Agreement, or (b) if Mortgagorsdefault in the performance or observance of any of the covenants or agreementsof Mortgagors contained in this Agreement .In addition to any other right or remedy that Collateral Agent may nowor hereafter have at law or in equity, upon the occurrence of an Event ofDefault, Collateral Agent shall have the right and power (i) to foreclose uponthis Agreement and the lien hereof; (ii) to sell the Property according to lawat one or more sales as an entirety or in parcels, if applicable, and at suchtime and place upon such terms and conditions and after such notices thereof asmay be required by law; (iii) to enter upon and take possession of theProperty; and (iv) apply for the appointment of a receiver, trustee, liquidatoror conservator of the Property, without notice and without regard for theadequacy of the security for the Secured Obligations and without regard for thesolvency of Mortgagors, any Borrower or any Person liable for the payment ofthe Secured Obligations, or any portion thereof. If all sums secured by thisAgreement become immediately due and payable in accordance with this Section,Collateral Agent, at Collateral Agent's option, may foreclose this Agreement byjudicial proceeding and may invoke any other remedies permitted by applicablelaw or as provided herein. Collateral Agent shall be entitled to collect allcosts and expenses incurred in pursuing such remedies, including, but notlimited to, costs of documentary evidence abstracts, title reports andattorneys' fees.

24.                                      APPLICATION OF PROCEEDS.

(a)               The Proceeds actually collected by the Collateral Agent as aresult of the exercise of any of the rights, powers and remedies of theCollateral Agent herein granted, including by reason of foreclosure, shall beapplied as follows:

(i)                  First, to the payment or reimbursement of all Collateral AgentExpenses, to the extent such costs and expenses have not been indefeasibly paidor reimbursed by the Mortgagors;

(ii)                Second, subject to Section 24(b) and until all SecuredObligations owed to the Secured Creditors have been fully, finally, andindefeasibly paid or performed, each Lender's Commitment has been terminated,and the Letter of Facility Obligations have been reduced to zero, on a paripassu basis without any preference or priority to the Noteholders or theLenders, to the Trustee, in an amount equal to the Noteholders' Percentage ofsuch Proceeds, and to the Administrative Agent, in an amount equal to theLenders' Percentage of such Proceeds, for distribution by the Trustee under theIndenture Documents and by the Administrative Agent under the Loan Documents;

(iii)               Finally, to the relevant Mortgagor or such other Person orPersons as shall be lawfully entitled thereto.

(b)               The amount of any Proceeds distributed to the AdministrativeAgent on account of any Outstanding Letter of Credit Exposure shall be held bythe Administrative Agent and deposited by the Administrative Agent in a specialinterest bearing account (the "Letter of Credit Reserve Account")under the sole dominion and control of the Administrative Agent, and shall beapplied and distributed to the appropriate Issuer of the applicable Letter ofCredit if and to the extent that such Letter of Credit is honored.  If such Letter of Credit is not drawn upon,or is not fully drawn upon, the balance of the funds in the Letter of CreditReserve Account attributable to such Letter of Credit shall be distributed tothe Secured Creditors pursuant to clause (ii) of Section 24(a) hereof.

(c)               Notwithstanding Section 24(a),

(i)                  if any payment by the Collateral Agent to a Secured Creditorpursuant to Section 24(a) would cause any amount recovered by the CollateralAgent from or in respect of the Property to be invalidated, declared fraudulentor preferential, set aside or required to be repaid, returned or restored to atrustee, receiver, or any other Person under any bankruptcy, reorganization,insolvency, or liquidation statute, state or federal law, common law orequitable cause (an "Avoided Payment"), such Secured Creditor shallnot participate in the distribution of any portion of the Avoided Payment;instead the Avoided Payment shall be distributable to the Trustee andAdministrative Agent pro rata in accordance with Section 24(a)(ii), for thebenefit of the remaining Secured Creditors as to whom no such repayment, returnor restoration would be applicable;

(ii)                the Collateral Agent may condition a payment to the Trustee orthe Administrative Agent on behalf of a Secured Creditor pursuant to Section24(a) on the specific condition that, in the event such amount is subsequentlydetermined to be an Avoided Payment, such Secured Creditor will be required,upon written demand, to return promptly to the Collateral Agent all or itsratable part, as the case may be, of the Avoided Payment (and any interestthereon to the extent the same is required to be paid in respect of the returnor restoration of the Avoided Payment), for distribution pro rata in accordancewith Section 24(a)(ii) to the remaining Secured Creditors as to whom no suchrepayment, return or restoration would be applicable, or to the applicableobligor, as the case may be; and

(iii)               the Collateral Agent, in making any payments to the Trusteeand the Administrative Agent on behalf of the Secured Creditors under Section24(a), may require the Secured Creditors to agree that if any amounts are notdistributed to a particular Secured Creditor pursuant to clause (i) above orare returned by a Secured Creditor under clause (ii) above, the SecuredCreditors will make such adjustments or arrangements among themselves, whetherby purchasing undivided interests in the Secured Obligations or otherwise, inorder to equitably adjust for any non-pro rata distribution under clause (i)above and/or the return of all or part of any payment or amount under clause(ii) above, and to give effect to the intended equal and ratable benefits ofthis Agreement as security for the Secured Obligations.

(d)               All payments required to be made to (i) the Lenders hereundershall be made to the Administrative Agent on behalf of and for the account ofthe respective Lenders, and (ii) the Noteholders hereunder shall be made to theTrustee on behalf of and for the account of the Noteholders.

(e)               For purposes of applying payments received in accordance withthis Section 24, the Collateral Agent shall be entitled to rely upon (i) theAdministrative Agent for a determination (which the Administrative Agent agreesto provide upon request by the Collateral Agent) of the outstanding FacilityPrincipal Obligations, and (ii) the Trustee for determinations of theoutstanding Indenture Principal Obligations owed to the Noteholders.

(f)                 It is understood and agreed that each Mortgagor shall remainliable to the extent of any deficiency between (i) the amount of the proceedsof the Property applied pursuant to Section 24(a) and (ii) the aggregateoutstanding amount of the Secured Obligations.

25.                                      INDEMNIFICATION.Mortgagors shall protect, indemnify and save harmless Collateral Agentand the Lenders from and against all liabilities and expenses (including,without limitation, reasonable attorneys' fees and expenses, including thoseincurred in connection with appellate, bankruptcy and post-judgmentproceedings) imposed upon or incurred by or asserted against Collateral Agentor any Lender, and not caused by the gross negligence or intentional misconductof Collateral Agent or such Lender, by reason of (a) ownership of thisAgreement, the Property or any interest therein or receipt of any rents, (b)any accident, injury to or death of persons or loss of or damage to propertyoccurring in, on or about the Property or any part thereof or on the adjoiningsidewalks, curbs, adjacent property or adjacent parking areas or streets, (c)any use, non- use or condition in, on or about the Property, or any partthereof, or on the adjoining sidewalks, curbs, adjacent property, parking areasor streets, (d) any failure on the part of Mortgagors to perform or comply withany of the terms of this Agreement, or (e) the performance of any labor orservices or the furnishing of any materials or other property in respect of theProperty or any part thereof.  Theobligations of Mortgagors under this Section 24 shall survive any terminationor satisfaction of this Agreement.

26.                                      HAZARDOUS WASTE COVENANTS AND INDEMNIFICATION.

(a)               Mortgagors covenants and warrants that Mortgagors' use of theProperty shall at all times comply with and conform, in all material respects,to all laws, statutes, ordinances, rules and regulations of any governmental,quasi-governmental or regulatory authority now or hereafter in effect("Laws") which relate to the transportation, storage, placement, handling,treatment, discharge, release, generation, production or disposal (collectively"Treatment") of any waste, waste products, petroleum or petroleumbased products, radioactive materials, poly-chlorinated biphenyls, asbestos,hazardous materials or substances of any kind, pollutants, contaminants and anysubstance which is regulated by any law, statute, ordinance, rule or regulation(collectively "Waste").Mortgagors further covenant that they shall not engage in or permit anyPerson to engage in any Treatment of any Waste on or that affects the Propertyexcept for activities which comply with all Laws in all material respects.

(b)               Except as specifically disclosed to Collateral Agent inwriting in any schedule to the Credit Agreement, Mortgagors have no actualknowledge that the Property is the subject of any Notice, as hereinafterdefined, from any governmental authority or Person.

(c)               Promptly upon receipt of any Notice from any Person,Mortgagors shall deliver to Collateral Agent a true, correct and complete copyof any written Notice or a true, correct and complete report of any non-writtenNotice.  Additionally, Mortgagors shallnotify Collateral Agent immediately after having knowledge or Notice of anyWaste in or affecting the Property."Notice" shall mean any note, notice, information, or reportof any of the following:

(i)                  any suit, proceeding, investigation, order, consent order,injunction, writ, award or action related to or affecting or indicating theTreatment of any Waste in or affecting the Property;

(ii)                any spill, contamination, discharge, leakage, release,threatened release, or escape of any Waste in or affecting the Property,whether sudden or gradual, accidental or anticipated, or of any other nature("Spill");

(iii)               any dispute relating to Mortgagors' or any other Person'sTreatment of any Waste or any Spill in or affecting the Property;

(iv)              any claims by or against any insurer related to or arising outof any Waste or Spill in or affecting the Property;

(v)                any recommendations or requirements of any governmental orregulatory authority, insurer or board of underwriters relating to anyTreatment of Waste or a Spill in or affecting the Property;

(vi)              any legal requirement or deficiency related to the Treatmentof Waste or any Spill in or affecting the Property; or

(vii)             any tenant, licensee, concessionaire, manager, or other Personoccupying or using the Property or any part thereof which has engaged in orengages in the Treatment of any Waste in or affecting the Property in violationof applicable Laws.

(d)               In the event that (i) Mortgagors have caused, suffered orpermitted, directly or indirectly, any Spill in or affecting the Propertyduring the term of this Agreement, or (ii) any Spill of any Waste has occurredon the Property during the term of this Agreement, then Mortgagors shall immediatelytake all of the following actions:

(A)              notify Collateral Agent, as provided herein;

(B)              take all steps necessary or appropriate to clean up such Spilland any contamination related to the Spill, all in accordance with therequirements, rules or regulations of any local, state or federal governmentalor regulatory authority or agency having jurisdiction over the Spill; providedthat Mortgagors may contest any such requirement, rule or regulation byappropriate proceedings diligently and in good faith, so long as (1) Mortgagorsprovide Collateral Agent, at Mortgagors' cost, such sureties, performance bondsand other assurances as Collateral Agent may from time to time request inrespect of such Spill and contamination and the cleanup thereof, (2) anygovernmental or other action against Mortgagors and the Property is effectivelystayed during Mortgagors' efforts so to contest, and (3) in Collateral Agent'sdetermination, a delay in such clean-up will not result in or increase any lossor liability to Collateral Agent;

(C)              restore the Property, provided that such restoration shall beno less than, but need not be more than,what is otherwise required by applicable federal, state or local law orauthorities;

(D)              allow any local, state or federal governmental or regulatory authorityor agency having jurisdiction thereof to monitor and inspect all cleanup andrestoration related to such Spill; and

(E)               at the written request of Collateral Agent, post a bond orobtain a letter of credit for the benefit of Collateral Agent (drawn upon acompany or bank satisfactory to Collateral Agent) or deposit an amount of moneyin an escrow account under Collateral Agent's name upon which bond, letter ofcredit or escrow Mortgagors may draw, and which bond, letter of credit orescrow shall be in an amount sufficient to meet all of Mortgagors' obligationsunder this Section 25; and Collateral Agent shall have the unfettered right todraw against the bond, letter of credit or escrow in its discretion in theevent that Mortgagors are unable or unwilling to meet their obligation underthis Section 25 or, if Mortgagors fail to post a bond or obtain a letter ofcredit or deposit such cash as is required herein, then Collateral Agent, atMortgagors' cost and expense, may, but shall have no obligation to do so forthe benefit of Mortgagors and do those things that Mortgagors are required todo under clauses (B), (C) and (D) of this subsection (d).

(e)               Mortgagors hereby agree that they shall indemnify, defend,save and hold harmless Collateral Agent and the Secured Creditors and theirrespective officers, directors employees, agents, successors, assigns andaffiliates (collectively, "Indemnified Parties") against and from,and to reimburse the Indemnified Parties with respect to, any and all damages, claims,liabilities, losses, costs and expenses (including, without limitation,reasonable attorneys', engineers' and consultants' fees and expenses, courtcosts, administrative costs, costs of appeals and all clean up, administrative,fines, penalties and enforcement costs of applicable governmental agencies)that are incurred by or asserted against the Indemnified Parties by reason orarising out of:  (i) the breach of anyrepresentation, warranty or undertaking of Mortgagors under this Section 25, or(ii) the Treatment of any Waste by Mortgagors or any tenant, licensee,concessionaire, manager, or other Person occupying or using the Property, in oraffecting the Property, or (iii) any Spill governed by the terms of thisSection 25.

(f)                 The obligations of Mortgagors under this Section 25 shallsurvive any termination or satisfaction of this Agreement.

27.                                      PRIORITY OF MORTGAGE LIEN.Collateral Agent, at Collateral Agent's option, is authorized andempowered to do all things provided to be done by a mortgagee under Section1311.14 of the Revised Code of Ohio, as in effect from time to time, for theprotection of Collateral Agent's interests in the Property.

28.                                      JURY TRIAL WAIVER.MORTGAGORS, COLLATERAL AGENT AND THE LENDERS WAIVE ANY RIGHT TO HAVE AJURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT,OR OTHERWISE, AMONG THEM ARISING OUT OF, IN CONNECTION WITH, RELATED TO, ORINCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THISAGREEMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED ORDELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO. THISWAIVER SHALL NOT IN ANY WAY AFFECT, WAIVE, LIMIT, AMEND OR MODIFY THECOLLATERAL AGENT'S ABILITY TO PURSUE REMEDIES PURSUANT TO ANY CONFESSION OFJUDGMENT OR COGNOVIT PROVISION CONTAINED IN ANY NOTE, OR OTHER INSTRUMENT,DOCUMENT OR AGREEMENT BETWEEN MORTGAGORS AND COLLATERAL AGENT AND THE LENDERS.

(The balance of this page is intentionally blank.)

IN WITNESS WHEREOF, Mortgagors have executed thisAgreement as of the day and year first set forth above.
| In the presence of:

 

 

/s/ W. Joseph Payne                                         

Print Name: W. Joseph Payne

 

 

/s/ Patricia A. Wallace                                      

Print Name: Patricia A. Wallace

 

  | ABX AIR, INC., a corporation organized under the laws of  Delaware

 

 

By: /s/ Joseph C. Hete                                       

       Name: Joseph C. Hete

       Title:  President and COO |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| In the presence of:

 

 

/s/ W. Joseph Payne                                         

Print Name: W. Joseph Payne

 

 

/s/ Patricia A. Wallace                                      

Print Name: Patricia A. Wallace

 

  | WILMINGTON AIR PARK, INC., a corporation organized under  the laws of Ohio

 

 

By: /s/ Joseph C. Hete                                       

       Name: Joseph C. Hete

       Title: President  |
| In the presence of:

 

 

/s/ W. Joseph Payne                                         

Print Name: W. Joseph Payne

 

 

/s/ Patricia A. Wallace                                      

Print Name: Patricia A. Wallace

 

  | AVIATION FUEL INC., a corporation organized under the laws  of Ohio

 

 

By: /s/ R.R. Hanke                                             

       Name: R. R. Hanke

       Title:  President         |

 

STATE OF  OHIO           )

               ) SS.

COUNTY OF  CLINTON    )

 

 

Before me, a Notary Public in and for saidCounty and State, personally appeared the above-named ABX Air, Inc., acorporation organized under the laws of Delaware by __Joseph C. Hete________________,its ___President and COO___, who acknowledged that s/he did sign theforegoing instrument for and on behalf of ABX Air, Inc., and that the same is thefree act and deed of ABX Air, Inc. and his/her free act and deed individuallyand as such __President and COO_______________________.

IN TESTIMONY WHEREOF, I have hereunto set myhand and official seal at __Wilmington_______, this __29___ dayof June, 2001.

 

/s/ Patricia A. Wallace___ 

Notary Public

 

STATE OF  OHIO           )

               ) SS.

COUNTY OF  CLINTON    )

 

 

Before me, a Notary Public in and for saidCounty and State, personally appeared the above-named Wilmington Air Park,Inc., a corporation organized under the laws of Ohio by __Joseph C. Hete________________,its ___President and COO___, who acknowledged that s/he did sign theforegoing instrument for and on behalf of Wilmington Air Park, Inc., and thatthe same is the free act and deed of Wilmington Air Park, Inc. and his/her freeact and deed individually and as such __President and COO_______________________.

IN TESTIMONY WHEREOF, I have hereunto set myhand and official seal at __Wilmington_______, this __29___ dayof June, 2001.

 

/s/ Patricia A. Wallace___ 

Notary Public

STATE OF  OHIO           )

               ) SS.

COUNTY OF  CLINTON    )

 

 

 

Before me, a Notary Public in and for saidCounty and State, personally appeared the above-named Aviation Fuel Inc., acorporation organized under the laws of Ohio by __Robert R. Hanke__________,its __President_______________, who acknowledged that s/he did sign theforegoing instrument for and on behalf of Aviation Fuel Inc., and that the sameis the free act and deed of Aviation Fuel Inc. and his/her free act and deedindividually and as such ____President_____________.

IN TESTIMONY WHEREOF, I have hereunto set myhand and official seal at __Wilmington_______, this __29___ dayof June, 2001.

 

/s/ Patricia A. Wallace___ 

Notary Public

 

 

This instrument prepared by:

Richard L. Reppert, Esq.

Jones, Day, Reavis & Pogue

North Point

901 Lakeside Avenue

Cleveland, Ohio44114-1190