**EXHIBIT 4(b)**

THIRD SUPPLEMENTAL INDENTURE

THIRD SUPPLEMENTAL INDENTURE,effective as of June 29, 2001, among AIRBORNE EXPRESS, INC., (formerly AirborneFreight Corporation), a corporation duly organized and existing under the lawsof the State of Delaware (herein called the "Company"), having its principaloffice at 3101 Western Avenue, Seattle, Washington 98111, ABX AIR,INC., a corporation duly organized and existing under the laws of the State ofDelaware (herein called "ABX"), having its principal office at 145 HunterDrive, Wilmington, Ohio 45177, SKY COURIER, INC. (formerly AirborneForwarding Corporation), a corporation duly organized under the laws of theState of Delaware (herein called "Sky Courier"), having its principal office at1851 Alexander Bell Drive, Reston, Virginia 22091, WILMINGTON AIRPARK, INC., a corporation duly organized and existing under the laws of theState of Ohio (herein called "Wilmington Air Park"), having its principaloffice at 145 Hunter Drive, Wilmington, Ohio 45177, AIRBORNE FTZ,INC., a corporation duly organized under the laws of the State of Ohio (hereincalled "Airborne FTZ"), having its principal office at 145 Hunter Drive,Wilmington, Ohio 45177, (ABX, Sky Courier, Wilmington Air Park andAirborne FTZ, being herein collectively referred to as the "Guarantors" andeach being individually referred to as a "Guarantor") and THE BANK OF NEW YORK,a New York banking corporation, as Trustee (herein called the "Trustee"),supplementing that certain Indenture, dated as of December 15, 1992 (the"Indenture"), among the Company, ABX, Sky Courier and the Trustee.

RECITALS OF THE COMPANY AND THEGUARANTORS

The Company, ABX and SkyCourier have heretofore executed and delivered to the Trustee the Indentureproviding for the issuance from time to time of its unsecured debentures, notesor other evidences of indebtedness (herein and therein called the"Securities"), to be issued in one or more series as in the Indenture provided.

Pursuant to a FirstSupplemental Indenture dated September 15, 1995 and a Second SupplementalIndenture dated February 12, 1997, Wilmington Air Park and Airborne FTZ eachagreed to become a Guarantor under the Indenture and to be bound by all termsand provisions therein made applicable thereby to Wilmington Air Park andAirborne FTZ pursuant to said supplemental indentures.

Section 901 of theIndenture provides, among other things, that, without the consent of anyHolders, the Company, when authorized by a Board Resolution of the Company, theGuarantors, when authorized by respective Board Resolutions of the Guarantors,and the Trustee, at any time and from time to time, may enter into one or moreindentures supplemental thereto, in form satisfactory to the Trustee, to securethe Securities pursuant to the requirements of Section 1008 or otherwise.

Section 1008 of theIndenture provides, among other things, that the Company shall not, and shallnot permit any Restricted Subsidiary of the Company to, Incur any Lien, subjectto certain exceptions, upon any of its Principal Property, now owned orhereafter acquired, to secure any Debt without making, or causing suchRestricted Subsidiary to make, effective provision for securing the Securitiesequally and ratably with such Debt as to such Principal Property for so long assuch Debt shall be so secured.

In connection with an Amendedand Restated Credit Agreement dated June 29, 2001, herein called the "CreditAgreement" between the Company and ABX Air, Inc., as Borrowers, Airborne, Inc.as Parent, Wachovia Bank, N.A., as Administrative Agent and Collateral Agentand as a Lender and the other Lenders named therein, the Company and theGuarantors have executed and delivered certain Collateral Documents (as definedin the Credit Agreement) whereby the Company and the Guarantors have agreed tothe placing of Liens on certain of their Principal Property to secure Debt.

The Company and the Guarantors,pursuant to the foregoing authority, propose in and by this Third SupplementalIndenture to supplement the Indenture in certain respects with respect to theoutstanding Securities.

All things necessary to makethis Third Supplemental Indenture a valid and legally binding agreement of theCompany and the Guarantors, and a valid and legally binding supplement to theIndenture, in accordance with its terms, have been done.

NOW, THEREFORE, THIS THIRDSUPPLEMENTAL INDENTURE WITNESSETH:

In consideration of the abovematters and of the covenants contained herein, it is mutually agreed, for theequal and proportionate benefit of all Holders of the Securities, as follows:

ARTICLEOne    Definitions And Other Provisions Of General Application

Section 101   Definitions.

(a)    Forall purposes of this Third Supplemental Indenture, except as otherwiseexpressly provided or unless the context otherwise requires:

(1)    the termsdefined in this Article have the meanings assigned to them in this Article andinclude the plural as well as the singular;

(2)    capitalizedterms used herein without definition shall have the meanings specified in theIndenture;

(3)    unlessthe context otherwise requires, any reference to an "Article" or a "Section"refers to any Article or a Section, as the case may be, of this ThirdSupplemental Indenture; and

(4)    thewords "herein," "hereof" and "hereunder" and other words of similar importrefer to this Third Supplemental Indenture as a whole and not to any particularArticle, Section or other subdivision.

ARTICLETwo    Action Taken In Compliance With Section 1008

Section 201.  Collateral Documents Entered Into for theBenefit of The Holders of the Securities.

In connectionwith the Incurrence of Liens on certain of their respective Principal Propertyto secure Debt outstanding at any time pursuant to the Credit Agreement and inorder to comply with Section 1008 of the Indenture, the Company and/or one ormore of the Guarantors have executed the following documents, copies of whichare attached hereto as Exhibits A-1 to A-6 and incorporated herein byreference, for the equal and ratable benefit of the Lenders (as defined in theCredit Agreement) and the Holders of the Securities outstanding pursuant to theIndenture:

(A-1)   Aircraft Chattel Mortgage, SecurityAgreement, and Assignment of Rents dated June 29, 2001;

(A-2)   Open End Mortgage, Assignment of Leases andRents and Fixture Filing;

(A-3)   Assignment of Leases and Rents dated June 29,2001;

(A-4)   Security Agreement dated June 29, 2001;

(A-5)   Stock Pledge Agreement dated June 29, 2001;and

(A-6)   Trademark Security Agreement dated June 29,2001.

ARTICLEThree    Miscellaneous

Section301.  Miscellaneous.

(a)    TheTrustee accepts the Trusts created by the Indenture as supplemented by thisThird Supplemental Indenture, and agrees to perform the same upon the terms andconditions of the Indenture, as supplemented hereby.

(b)    Therecitals contained herein shall be taken as statements of the Company or the Guarantors,as applicable, and the Trustee assumes no responsibility for their correctness.

(c)    Eachof the Company, the Guarantors and the Trustee acknowledges that all of itsrespective covenants and agreements set forth in the Indenture are in no wayamended or modified except as provided in this Third Supplemental Indenture.

(d)    Allcovenants and agreements in this Third Supplemental Indenture by the Company,the Guarantors or the Trustee shall bind its respective successors and assigns,whether so expressed or not.

(e)    Exceptas otherwise provided herein, the Indenture shall remain in full force andeffect in accordance with its terms.

(f)    ThisThird Supplemental Indenture shall be deemed to be incorporated in, and made apart of, the Indenture; and the Indenture, as supplemented hereby, shall beread, taken and construed as one and the same instrument.

This instrument may be executedin any number of counterparts, each of which so executed shall be deemed to bean original, but all such counterparts shall together constitute but one andthe same instrument.

 

 

 

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IN WITNESS WHEREOF, the parties hereto havecaused this Third Supplemental Indenture to be duly executed, and theirrespective corporate seals to be hereunto affixed, effective on the day andyear first above written.

[SEAL]                                                            AIRBORNEEXPRESS, INC.By:/s/ Lanny H. Michael                                    Name:  Lanny H. MichaelTitle:  Senior Vice President

Attest:

By:  /s/ David C.Anderson                     Name:  David C. AndersonTitle:  Secretary

[SEAL]                                                                  ABXAIR, INC.By:/s/ Joe Hete                                                 Name:  Joe HeteTitle:  President

Attest:

By:    /s/ Joe Payne                                 Name:  Joe PayneTitle:  Secretary

 

[SEAL]                                                                  SKYCOURIER, INC.By:/s/ Lanny H. Michael                                    Name:  Lanny H. MichaelTitle:  Treasurer

Attest:

By:   /s/ David C. Anderson                    Name:  David C. AndersonTitle:  Secretary

[SEAL]                                                                  WILMINGTONAIR PARK, INC.By:/s/ Joe Hete                                                 Name:  Joe HeteTitle:  President

Attest:

By:    /s/ Steven E. DeForest                 Name:  Steven E. DeForestTitle:  Secretary

[SEAL]                                                                  AIRBORNEFTZ, INC.By:/s/ Joe Hete                                                 Name:  Joe HeteTitle:  President

Attest:

By:    /s/ Steven E. DeForest                 Name:  Stephen E. DeForestTitle:  Secretary

                                                                              THEBANK OF NEW YORK, as TrusteeBy:/s/ Michael Pitfick                                        Name:  Michael PitfickTitle:  Assistant Treasurer

State of Washington             )                                                )     ss:King County                           )

On the 9th day ofJuly, 2001, before me personally came Lanny H. Michael, to me known, who, beingby me duly sworn, did depose and say that he is Senior Vice President ofAirborne Express, Inc., one of the corporations described in and which executedthe foregoing instrument; that he knows the seal of said corporation; that theseal affixed to said instrument is such corporate seal; that it was so affixedby authority of the Board of Directors of said corporation; and that he signedhis name thereto by like authority.

/s/ Janell Cote                                                    (Signature of Notary)Janell Cote                                                         (Type/Print Name)Notary Public in and for the State of Washington, residing at EverettMy Commission expires 7-31-03

 

State of Ohio                         )                                                )     ss:Clinton County                       )

Before me, a notary public, inand for said county, personally appeared Joe Hete, known to me to be the personwho, as President, of ABX Air, Inc., the corporation which executed theforegoing instrument, signed the same, and acknowledged to me that he did sosign said instrument in the name and upon behalf of said corporation as suchofficer; that the same is his free act and deed as such officer, and the freeand corporate act and deed of said corporation; that he was duly authorizedthereunto by its board of directors; and that the seal affixed to saidinstrument is the corporate seal of said corporation.  In testimony whereof, I have hereunto subscribed my name, andaffixed by official seal (if officer has seal), at Wilmington, this 10thday of July, 2001.

/s/Patricia A. Wallace                                       (Signature of Notary)Patricia A. Wallace                                            (Type/Print Name)Notary Public in and for the State of Ohio, residing at WilmingtonMy Commission expires 9-7-03

State of Washington             )                                                )     ss:King County                           )

On the 9th day ofJuly, 2001, before me personally came Lanny H. Michael, to me known, who, beingby me duly sworn, did depose and say that he is Treasurer of Sky Courier, Inc.,one of the corporations described in and which executed the foregoinginstrument; that he knows the seal of said corporation; that the seal affixedto said instrument is such corporate seal; that it was so affixed by authorityof the Board of Directors of said corporation; and that he signed his namethereto by like authority.

/s/ Janell Cote                                                    (Signature of Notary)Janell Cote                                                         (Type/Print Name)Notary Public in and for the State of Washington, residing at EverettMy Commission expires 7-31-03

 

State of Ohio                         )                                                )     ss:Clinton County                       )

Before me, a notary public, inand for said county, personally appeared Joe Hete, known to me to be the personwho, as President, of Wilmington Air Park, Inc., the corporation which executedthe foregoing instrument, signed the same, and acknowledged to me that he didso sign said instrument in the name and upon behalf of said corporation as suchofficer; that the same is his free act and deed as such officer, and the freeand corporate act and deed of said corporation; that he was duly authorizedthereunto by its board of directors; and that the seal affixed to saidinstrument is the corporate seal of said corporation.  In testimony whereof, I have hereunto subscribed my name, andaffixed by official seal (if officer has seal), at Wilmington, this 10thday of July, 2001.

/s/Patricia A. Wallace                                       (Signature of Notary)Patricia A. Wallace                                            (Type/Print Name)Notary Public in and for the State of Ohio, residing at WilmingtonMy Commission expires 9-7-03

 

State of Ohio                         )                                                )     ss:Clinton County                       )

Beforeme, a notary public, in and for said county, personally appeared Joe Hete,known to me to be the person who, as President, of Airborne FTZ, Inc., thecorporation which executed the foregoing instrument, signed the same, andacknowledged to me that he did so sign said instrument in the name and uponbehalf of said corporation as such officer, that the same is his free act anddeed as such officer, and the free and corporate act and deed of saidcorporation; that he was duly authorized thereunto by its board of directors;and that the seal affixed to said instrument is the corporate seal of saidcorporation.  In testimony whereof, Ihave hereunto subscribed my name, and affixed by official seal (if officer hasseal), at Wilmington, this 10th day of July, 2001.

/s/Patricia A. Wallace                                       (Signature of Notary)Patricia A. Wallace                                            (Type/Print Name)Notary Public in and for the State of Ohio, residing at WilmingtonMy Commission expires 9-7-03