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                                                                   EXHIBIT 10(c)

            FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
            --------------------------------------------------------

         THIS FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this
"Amendment") is dated as of the 14th day of March, 2002, among AIRBORNE EXPRESS,
INC., a Delaware corporation ("Express"), ABX AIR, INC., a Delaware corporation
("ABX"; ABX and Express each a "Borrower" and, together, jointly and severally,
the "Borrowers"), AIRBORNE, INC., a Delaware corporation (the "Parent"), the
Lenders party hereto, and WACHOVIA BANK, N.A., a national banking association,
as a Lender, the Administrative Agent, and the Collateral Agent.

                             W I T N E S S E T H :
                             - - - - - - - - - -

         WHEREAS, the Borrowers, the Parent, the Administrative Agent, the
Collateral Agent, and the Lenders are parties to that certain Amended and
Restated Credit Agreement dated as of June 29, 2001 (as the same may be amended,
restated, supplemented, or otherwise modified from time to time, the "Credit
Agreement");

         WHEREAS, the Borrowers and the Parent have requested and the
Administrative Agent, the Collateral Agent, and the Lenders party hereto have
agreed to certain amendments to the Credit Agreement, subject to the terms and
conditions hereof;

         NOW, THEREFORE, for and in consideration of the above premises and
other good and valuable consideration, the receipt and sufficiency of which
hereby is acknowledged by the parties hereto, the Borrowers, the Parent, the
Administrative Agent, the Collateral Agent, and the Lenders party hereto hereby
covenant and agree as follows:

1.          Definitions. Unless otherwise specifically defined herein, each term
            -----------
         used herein which is defined in the Credit Agreement shall have the
         meaning assigned to such term in the Credit Agreement. Each reference
         to "hereof," "hereunder," "herein," and "hereby" and each other similar
         reference and each reference to "this Agreement" and each other similar
         reference contained in the Credit Agreement shall from and after the
         date hereof refer to the Credit Agreement as amended hereby.

2.          Amendments.  (a) Section 1.01 of the Credit  Agreement is hereby
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         amended (i) by adding the following new  definition  thereto in
         alphabetical order:

               "Convertible Debt Offering" means an offering of Debt by the
          Parent, convertible into common stock (i) that, by its terms, shall
          not: (a) exceed $150,000,000 in the aggregate principal amount
          (including therein an over-allotment option); (b) bear interest per
          annum at a rate higher than 10.0%; (c) mature sooner than December 31,
          2006; (d) be secured by any collateral security or Guaranteed (other
          than by Guarantees of the Borrowers or the Subsidiaries of the Parent
          that Guarantee Debt owed to the Lenders under this Agreement) or
          otherwise violate any provision of this Credit Agreement; (e) whether
          as Debt or after any conversion as Capital Stock, be callable or
          redeemable (except in the case of a change of control with respect to
          the Parent), in either case, by the holder thereof; or (f) be issued
          by the Parent on a date after June 30, 2002, and (ii) $100,000,000 of
          the proceeds of which will be invested as permitted by Section
          6.16(g), (h), (i),

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          (j) or (n), and which shall be applied solely to the repayment on the
          maturity date of the notes issued under the terms of the Indenture
          that are due and payable in December 2002.

         and (ii) by amending and restating in its entirety clause (b) of the
definition of "Net Cash Proceeds" as follows:

               (b) with respect to any cash proceeds received by the Parent or
          any Subsidiary in respect of the issuance of any Capital Stock or
          Redeemable Preferred Stock or the incurring of any Debt for money
          borrowed (except Debt (i) secured by Purchase Money Liens, and (ii)
          obtained from the Convertible Debt Offering), all such cash proceeds,
          after deducting therefrom all reasonable and customary costs and
          expenses incurred by the Parent or such Subsidiary directly in
          connection with the issuance of such Capital Stock or Redeemable
          Preferred Stock or the incurring of such Debt for money borrowed.

     (b)  Section 2.12(c)(ii) of the Credit Agreement hereby is amended and
restated in its entirety as follows:

               (ii) 100% of the Net Cash Proceeds from the issuance of Capital
          Stock (other than pursuant to a bona fide employee or director stock
          option plan of the Parent), Redeemable Preferred Stock or Debt (other
          than the Loans) described in clause (b) of the definition of "Net Cash
          Proceeds"; and

     (c)  Section 6.05(b) of the Credit Agreement hereby is amended and restated
in its entirety as follows:

               (b) The Parent will not, nor will it permit any Subsidiary to,
          sell, lease or otherwise transfer any assets to, any other Person, or
          discontinue or eliminate any business line or segment, provided that
          the foregoing limitation on the sale, lease or other transfer of
          assets and on the discontinuation or elimination of a business line or
          segment shall not prohibit (i) the sale of Receivables pursuant to the
          Receivables Securitization Program; (ii) sale and leaseback
          transactions described in the definition of "Excluded Aircraft
          Financings"; or (iii) so long as no Event of Default is in existence
          and subject to Section 2.12(c), the sale, lease or other transfer of
          assets (other than Capital Stock issued by any Subsidiary of the
          Parent) not exceeding $5,000,000 in book value in the aggregate in any
          Fiscal Year among all of such assets of the Parent and the
          Subsidiaries, or $500,000 in book value in any one instance; (iv) upon
          the prior written consent of the Required Lenders, which consent shall
          not be unreasonably withheld or delayed, so long as no Event of
          Default is in existence, the sale, lease or other transfer of assets
          (other than Capital Stock issued by any Subsidiary of the Parent)
          owned by Subsidiaries (other than the Borrowers) and located at places
          of business outside of the United States not exceeding $10,000,000 in
          book value in the aggregate in any Fiscal Year; or (v) the sale of the
          Parent's and the Subsidiaries' inventory in the ordinary course of
          business.

     (d)  Section 6.15 of the Credit Agreement hereby is amended and restated in
its entirety as follows:

               SECTION 6.15. Restricted Payments.

               The Parent will not declare or make any Restricted Payment during
          any Fiscal Year; provided that, so long as no Event of Default is in
          existence before or after giving effect thereto, (a) solely with
          respect to the Parent's Fiscal Quarter ending on June 30, 2002, Parent
          may make certain Restricted Payments during such Fiscal Quarter
          consisting of (i) redemptions declared


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          prior to or during such Fiscal Quarter in an amount not exceeding
          $250,000 with respect to certain shareholder rights plans of the
          Parent, and (ii) Dividends declared prior to or during such Fiscal
          Quarter in an amount not exceeding $2,000,000; and (b) for all other
          Fiscal Quarters, Parent may pay Dividends in an amount not exceeding
          $2,000,000 (plus, with respect to any common stock obtained via
          conversion in connection with the Convertible Debt Offering, an
          additional amount not exceeding $300,000) during any Fiscal Quarter
          with respect to Dividends declared prior to or during such Fiscal
          Quarter.

     (e)  A new clause (p) is hereby added to Section 6.16 of the Credit
Agreement as follows:

             (p) Investments which constitute Guarantees permitted under the
          terms of Section 6.24 of this Agreement;

     (f)  Section 6.24 of the Credit Agreement hereby is amended and restated in
its entirety as follows:

               SECTION 6.24. Permitted Debt.

               The Parent will not, nor will it permit any Subsidiary to,
          create, assume, issue, or incur any Debt other than (i) Debt existing
          on the date hereof and listed on Schedule 6.24; (ii) Debt under this
          Agreement or the other Loan Documents; (iii) Debt incurred by an
          Aircraft Financing Subsidiary in connection with an Excluded Aircraft
          Financing; (iv) Debt incurred by a Domestic Subsidiary and arising
          from any Swap Agreement relating to an Excluded Aircraft Financing;
          (v) Debt secured by Purchase Money Liens; (vi) Debt issued by the
          Parent and Guaranteed by the Borrowers and other Subsidiaries of the
          Parent pursuant to the Convertible Debt Offering; and (vii) other Debt
          in an aggregate principal amount not to exceed $1,000,000 at any time.

3.          Restatement of Representations and Warranties. The Borrowers and the
            ---------------------------------------------
         Parent hereby restate and renew each and every representation and
         warranty heretofore made by any of them in the Credit Agreement and the
         other Loan Documents as fully as if made on the date hereof (except
         that to the extent such representation or warranty is expressly made as
         of a prior date) and with specific reference to this Amendment and all
         other Loan Documents executed and/or delivered in connection herewith.

4.          Effect of Amendment. Except as set forth expressly hereinabove, all
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         terms of the Credit Agreement and the other Loan Documents shall be and
         remain in full force and effect, and shall constitute the legal, valid,
         binding and enforceable obligations of the Borrowers and the Parent.
         The amendments contained herein shall be deemed to have prospective
         application only, unless otherwise specifically stated herein.

5.          Ratification.  The Borrowers and the Parent hereby restate,  ratify,
            ------------
         and reaffirm each and every term,  covenant and condition set forth in
         the Credit Agreement and the other Loan Documents effective as of the
         date hereof.

6.          Counterparts.  This  Amendment  may be executed in any number of
            ------------
         counterparts via facsimile transmission and by different parties
         hereto in separate counterparts, each of which when so executed and
         delivered shall be deemed to be an original and all of which
         counterparts, taken together, shall constitute but one and the same
         instrument.



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7.          Section References.  Section titles and references used in this
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         Amendment shall be without  substantive meaning or content of any kind
         whatsoever and are not a part of the agreements among the parties
         hereto evidenced hereby.

8.          No Default. To induce the Administrative Agent, the Collateral
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         Agent, and the Lenders party hereto to enter into this Amendment and to
         continue to make advances pursuant to the Credit Agreement, the
         Borrowers and the Parent hereby acknowledge and agree that, as of the
         date hereof, and after giving effect to the terms hereof, there exists
         (i) no Default or Event of Default and (ii) no right of offset,
         defense, counterclaim, claim or objection in favor of the Borrowers or
         the Parent arising out of or with respect to any of the Loans or other
         obligations of the Borrowers or the Parent owed to the Lenders under
         the Credit Agreement.

9.          Further  Assurances.  The  Borrowers  and the Parent agree to take
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         such further actions as the Administrative Agent or the Collateral
         Agent shall reasonably request in connection herewith to evidence the
         amendments herein contained.

10.         Governing Law. This  Amendment  shall be governed by and construed
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         and interpreted in accordance  with, the laws of the State of Georgia.

11.         Conditions  Precedent.  This  Amendment  shall become  effective
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         only upon execution and delivery (i) of this Amendment by the
         Borrowers, the Parent, the Administrative  Agent, the Collateral Agent,
         and the Required Lenders, and (ii) of the Consent and Reaffirmation of
         Guarantors at the end hereof by each of the Guarantors.


                         [SIGNATURES ON FOLLOWING PAGES]



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         IN WITNESS WHEREOF, the Borrowers, the Parent, the Administrative
Agent, the Collateral Agent, and each of the Lenders party hereto has caused
this Amendment to be duly executed, under seal, by its duly authorized officer
as of the day and year first above written.

                          BORROWERS:

                          AIRBORNE EXPRESS, INC.                    (SEAL)

                          By:
                              -------------------------------------------------
                          Title:
                                 ----------------------------------------------


                          ABX AIR, INC.                             (SEAL)

                          By:
                              -------------------------------------------------
                          Title:
                                 ----------------------------------------------

                          PARENT:

                          AIRBORNE, INC.                            (SEAL)

                          By:
                              -------------------------------------------------
                          Title:
                                 ----------------------------------------------



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                          ADMINISTRATIVE AGENT:

                          WACHOVIA BANK, N.A., as Administrative Agent
                                                                    (SEAL)

                          By:
                              -------------------------------------------------
                          Title:
                                 ----------------------------------------------

                          COLLATERAL AGENT:

                          WACHOVIA BANK, N.A., as Collateral Agent
                                                                    (SEAL)

                          By:
                              -------------------------------------------------
                          Title:
                                 ----------------------------------------------


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                          LENDERS:

                          WACHOVIA BANK, N.A.                       (SEAL)

                          By:
                              -------------------------------------------------
                          Title:
                                 ----------------------------------------------




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                          NATIONAL CITY BANK                        (SEAL)

                          By:
                              -------------------------------------------------
                          Title:
                                 ----------------------------------------------




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                          THE BANK OF TOKYO-MITSUBISHI, LTD.
                          PORTLAND BRANCH                           (SEAL)

                          By:
                              -------------------------------------------------
                          Title:
                                 ----------------------------------------------




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                          BANK OF AMERICA, N.A.                     (SEAL)

                          By:
                              -------------------------------------------------
                          Title:
                                 ----------------------------------------------




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                          U.S. BANK NATIONAL ASSOCIATION            (SEAL)

                          By:
                              -------------------------------------------------
                          Title:
                                 ----------------------------------------------




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                          THE BANK OF NEW YORK                      (SEAL)

                          By:
                              -------------------------------------------------
                          Title:
                                 ----------------------------------------------




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                          ABN-AMRO BANK N.V.                        (SEAL)

                          By:
                              -------------------------------------------------
                          Title:
                                 ----------------------------------------------




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                          THE INDUSTRIAL BANK OF JAPAN,
                          LIMITED                                   (SEAL)

                          By:
                              -------------------------------------------------
                          Title:
                                 ----------------------------------------------




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                  CONSENT AND REAFFIRMATION OF GUARANTORS

         Each of the undersigned (i) acknowledges receipt of the foregoing First
Amendment to Amended and Restated Credit Agreement (the "Amendment"), (ii)
consents to the execution and delivery of the Amendment by the parties thereto
and (iii) reaffirms all of its obligations and covenants under its respective
Subsidiary Guaranty Agreement or Parent Guaranty (as the case may be) dated as
of June 29, 2001, executed by it, and agrees that none of such obligations and
covenants shall be affected by the execution and delivery of the Amendment. This
Consent and Reaffirmation may be executed in any number of counterparts and by
different parties hereto in separate counterparts, each of which when so
executed and delivered shall be deemed to be an original and all of which
counterparts, taken together, shall constitute but one and the same instrument.

                          SKY COURIER, INC.

                          By:
                              -------------------------------------------------
                          Title:
                                -----------------------------------------(SEAL)

                          AIRBORNE FTZ, INC.

                          By:
                              -------------------------------------------------
                          Title:
                                -----------------------------------------(SEAL)

                          WILMINGTON AIR PARK, INC.

                          By:
                              -------------------------------------------------
                          Title:
                                -----------------------------------------(SEAL)

                          AVIATION FUEL, INC.

                          By:
                              -------------------------------------------------
                          Title:
                                -----------------------------------------(SEAL)

                          SOUND SUPPRESSION, INC.

                          By:
                              -------------------------------------------------
                          Title:
                                -----------------------------------------(SEAL)

                          AIRBORNE, INC.

                          By:
                              -------------------------------------------------
                          Title:
                                -----------------------------------------(SEAL)