<SUBMISSION>
<ACCESSION-NUMBER>0000893750-03-000522
<TYPE>SC TO-I
<PUBLIC-DOCUMENT-COUNT>7
<FILING-DATE>20031015
<SUBJECT-COMPANY>
<COMPANY-DATA>
<CONFORMED-NAME>AIRBORNE INC /DE/
<CIK>0000003000
<ASSIGNED-SIC>4513
<IRS-NUMBER>912065027
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>SC TO-I
<ACT>34
<FILE-NUMBER>005-08996
<FILM-NUMBER>03941409
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>P O BOX 662
<CITY>SEATTLE
<STATE>WA
<ZIP>98111
<PHONE>2062854600
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>P O BOX 662
<CITY>SEATTLE
<STATE>WA
<ZIP>98111
</MAIL-ADDRESS>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>AIRBORNE FREIGHT CORP /DE/
<DATE-CHANGED>19920703
</FORMER-COMPANY>
</SUBJECT-COMPANY>
<FILED-BY>
<COMPANY-DATA>
<CONFORMED-NAME>AIRBORNE INC /DE/
<CIK>0000003000
<ASSIGNED-SIC>4513
<IRS-NUMBER>912065027
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>SC TO-I
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>P O BOX 662
<CITY>SEATTLE
<STATE>WA
<ZIP>98111
<PHONE>2062854600
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>P O BOX 662
<CITY>SEATTLE
<STATE>WA
<ZIP>98111
</MAIL-ADDRESS>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>AIRBORNE FREIGHT CORP /DE/
<DATE-CHANGED>19920703
</FORMER-COMPANY>
</FILED-BY>
<DOCUMENT>
<TYPE>SC TO-I
<SEQUENCE>1
<FILENAME>to_t.txt
<DESCRIPTION>SCHEDULE TO ISSUER TENDER OFFER STATEMENT
<TEXT>


===============================================================================


                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                          ---------------------------

                                  SCHEDULE TO
                            Tender Offer Statement
   Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934

                          ---------------------------

                                AIRBORNE, INC.
                           (Name of Subject Company)

                          ---------------------------

                                AIRBORNE, INC.
                           (Names of Filing Persons)
                    5.75% CONVERTIBLE SENIOR NOTES DUE 2007
                        (Title of Class of Securities)
                            009269AA9 and 009269AB7
                    (CUSIP Numbers of Class of Securities)


                          ---------------------------

                                AIRBORNE, INC.
                                 P.O. Box 662
                        Seattle, Washington 98112-0662
                                 206-830-4600
           (Name, Address and Telephone Number of Person Authorized
      to Receive Notices and Communications on Behalf of Filing Persons)

                          ---------------------------

                                   Copy to:
                            D. Rhett Brandon, Esq.
                        Simpson Thacher & Bartlett LLP
                             425 Lexington Avenue
                           New York, New York 10017
                                (212) 455-3615
                           CALCULATION OF FILING FEE

      =================================================================
            Transaction Valuation*          Amount of Filing Fee

                $163,102,083                       $13,195
      =================================================================

*    The transaction value shown is only for the purposes of calculating the
     filing fee. The amount shown reflects the cost of purchasing $150,000,000
     principal amount of Notes at the purchase price ($1,080 per $1,000 of the
     principal amount of the notes, plus accrued and unpaid interest up to but
     excluding November 17, 2003 (the expected date of acceptance for purchase
     and of payment)).

[ ]  Check the box if any part of the fee is offset as provided by Rule
     0-11(a)(2) and identify the filing with which the offsetting fee was
     previously paid. Identify the previous filing by registration statement
     number, or the Form or Schedule and the date of its filing.

     Amount Previously Paid:

     Form or Registration No:

     Filing Party:

     Date Filed:

[ ]  Check the box if the filing relates solely to preliminary communications
     made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the
statement relates:

[ ]  third-party tender offer subject to Rule 14d-1.
[X]  issuer tender offer subject to Rule 13e-4.
[ ]  going-private transaction subject to Rule 13e-3.
[ ]  amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the
results of the tender offer: [ ]


===============================================================================


<PAGE>


          This Tender Offer Statement on Schedule TO ("Schedule TO") relates
to the offer by Airborne, Inc., a Delaware corporation ("Airborne"), to
purchase for cash, upon the terms and subject to the conditions set forth in
the Offer to Purchase, Consent Solicitation Statement and Change in Control
Notice (as it may be amended or supplemented from time to time, the
"Statement") and the related Consent and Letter of Transmittal (as it may be
amended or supplemented from time to time, the "Consent and Letter of
Transmittal"), any and all of its outstanding 5.75% Convertible Senior Notes
due 2007 (the "Notes") at a price (the "Tender Offer Consideration") equal to
$1,080 per $1,000 of the principal amount of the Notes, plus accrued and
unpaid interest to, but excluding, the date which Notes are accepted for
payment under the Offer (the "Acceptance Date"). Prior to the consummation on
August 15, 2003, of the merger (the "Merger") of an indirect wholly-owned
subsidiary of DHL Worldwide Express B.V. ("DHL") with and into Airborne,
pursuant to which Airborne became an indirect wholly-owned subsidiary of DHL,
the Notes were convertible into shares of common stock, par value $1.00 per
share, of Airborne, at a conversion rate of 42.7599 shares of Airborne's
common stock per $1,000, or a conversion price of approximately $23.29 per
share. Following the consummation of the Merger, each $1,000 principal amount
of the Notes is convertible into $908.65 and 42.7599 shares of common stock,
par value $0.01 per share, of ABX Air, Inc., a former subsidiary of Airborne
that was spun-off to Airborne's former shareholders as part of the
consideration offered in the Merger. A copy of the Statement and the Consent
and Letter of Transmittal are attached hereto as Exhibit (a)(1) and Exhibit
(a)(2), respectively.

          The information in the Statement is hereby expressly incorporated
herein by reference in response to all the items of this Schedule TO, except
as otherwise set forth below.

Item 2.   Subject Company Information.

(a)       Airborne, Inc.
          3101 Western Avenue
          P.O. Box 662
          Seattle, Washington 98111-0662
          Telephone: (206) 285-4600

(c)       There is no established trading market for the Notes, except for
          limited or sporadic quotations.

Item 3.   Identity and Background of Filing Person.

(a)       The information set forth in Item 2(a) is incorporated here by
          reference.

Item 4.   Terms of the Transaction.

(a)(1)(iv) No plans for a subsequent offering period after November 17, 2003.
(a)(1)(ix) Not applicable.
(a)(1)(x)  Not applicable.
(a)(1)(xi) Not applicable.
(a)(2)     Not applicable.
(b)        To the best knowledge of Airborne, it will not purchase any Notes
           from its officers, directors or affiliates.

Item 5.  Past Contacts, Transactions, Negotiations and Agreements.

(e)        The Notes are governed by an Indenture, dated March 25, 2002,
           among Airborne, Inc., as Issuer, Airborne Express, Inc., ABX
           Air, Inc., Sky Courier, Inc., Wilmington Air Park, Inc.,
           Airborne FTZ, Inc., Aviation Fuel, Inc., and Sound Suppression,
           Inc., as Guarantors, and The Bank of New York, as Trustee, as
           supplemented by the First Supplemental Indenture, dated August
           15, 2003, among Airborne, as Issuer, Airborne Express, Inc., ABX
           Air, Inc., Sky Courier, Inc., Wilmington Air Park, LLC, Airborne
           FTZ, Inc., Aviation Fuel, Inc., and Sound Suppression, Inc., as
           Guarantors, and The Bank of New York, as Trustee. The Notes are
           also subject to a Registration Rights Agreement, dated March 25,
           2002, among Airborne, Inc., as Issuer, Airborne Express, Inc.,
           ABX Air, Inc., Sky Courier, Inc., Wilmington Air Park, Inc.,
           Airborne FTZ, Inc., Aviation Fuel, Inc., and Sound Suppression,
           Inc., as Guarantors, and Goldman, Sachs Co. and First Union
           Securities, Inc., as Initial Purchasers.



<PAGE>


Item 6.   Purposes of the Transaction and Plans or Proposals.

(b)  All Notes acquired in the transaction will be delivered to the Trustee for
cancellation.
(c)(1)  Not applicable.
(c)(2)  Not applicable.
(c)(3)  Not applicable.
(c)(4)  Not applicable.
(c)(5)  Not applicable.
(c)(6)  Not applicable.
(c)(9)  Not applicable.
(c)(10) Not applicable.


Item 8.   Interest in Securities of the Subject Company.

(a)  To the best knowledge of Airborne, no Notes are beneficially owned by any
person whose ownership would be required to be disclosed by this item.

(b) To the best knowledge of Airborne, no transaction has occurred in the
60 days preceding the date of this Schedule TO that would be required to be
disclosed by this item.

Item 10.  Financial Statements.

(a)  Airborne does not believe it is required to include such information due
to the fact that such information is not material because, among other
reasons, the consideration offered consists solely of cash, the offer is not
subject to any financing condition and the offer is for all outstanding Notes.
(b)  Not applicable.

Item 11.  Additional Information.

(a) Not applicable.
(b) Other material information. The information set forth in the Statement and
the Consent and Letter of Transmittal attached hereto as Exhibits (a)(1) and
(a)(2), respectively, is incorporated herein by reference.

Item 12.  Exhibits.

Exhibit No.                               Description
-----------                               -----------

Exhibit (a)(1)        Offer to Purchase, Consent Solicitation and Change in
                      Control Notice, dated October 15, 2003.

Exhibit (a)(2)        Consent and Letter of Transmittal.

Exhibit (a)(3)        Letter to Brokers, Dealers, Commercial Banks, Trust
                      Companies and Other Nominees.

Exhibit (a)(4)        Letter to Clients for use by Brokers, Dealers,
                      Commercial Banks, Trust Companies and
                      Other Nominees.

Exhibit (a)(5)        Press release issued by Airborne on October 15, 2003.

Exhibit (b)           None.

Exhibit (d)(1)        Indenture, dated March 25, 2002, among Airborne, Inc.,
                      as Issuer, Airborne Express, Inc., ABX Air, Inc.,
                      Sky Courier, Inc., Wilmington Air Park, Inc.,
                      Airborne FTZ, Inc., Aviation Fuel, Inc., and Sound
                      Suppression, Inc., as Guarantors, and The Bank of New
                      York, as Trustee, shall be deemed incorporated by
                      reference to Airborne's Registration Statement on
                      Form S-3 (Registration No. 333-88102) filed with the
                      Commission on May 13, 2002.



<PAGE>

Exhibit (d)(2)        First Supplemental Indenture, dated August 15, 2003,
                      among Airborne, as Issuer, Airborne Express, Inc.,
                      ABX Air, Inc., Sky Courier, Inc., Wilmington Air Park,
                      LLC, Airborne FTZ, Inc., Aviation Fuel, Inc., and
                      Sound Suppression, Inc., as Guarantors, and
                      The Bank of New York, as Trustee.

Exhibit (d)(3)        Registration Rights Agreement, dated March 25, 2002,
                      among Airborne, Inc., as Issuer, the Guarantors
                      (as defined in the Indenture) and Goldman, Sachs & Co.
                      and First Union Securities, Inc., as Initial Purchasers
                      of the 5.75% Convertible Senior Notes due April 1, 2007
                      shall be deemed incorporated by reference to Airborne's
                      Registration Statement on Form S-3 (Registration No.
                      333-88102) filed with the Commission on May 13, 2002.

Exhibit (g)           None.

Exhibit (h)           None.

Item 13.  Information Required by Schedule 13E-3.

Not applicable.





<PAGE>



                                   SIGNATURE

          After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.

Dated:  October 15, 2003       Airborne, Inc.



                               By: /s/ John Fellows
                                   -----------------------------------
                                   Name:   John Fellows
                                   Title:  President and Chief Executive Officer




<PAGE>



                                EXHIBIT INDEX

Exhibit No.                               Description
-----------                               -----------

Exhibit (a)(1)        Offer to Purchase, Consent Solicitation and Change in
                      Control Notice, dated October 15, 2003.

Exhibit (a)(2)        Consent and Letter of Transmittal.

Exhibit (a)(3)        Letter to Brokers, Dealers, Commercial Banks, Trust
                      Companies and Other Nominees.

Exhibit (a)(4)        Letter to Clients for use by Brokers, Dealers,
                      Commercial Banks, Trust Companies and Other Nominees.

Exhibit (a)(5)        Press release issued by Airborne on October 15, 2003.

Exhibit (b)           None.

Exhibit (d)(1)        Indenture, dated March 25, 2002, among Airborne, Inc.,
                      as Issuer, Airborne Express, Inc., ABX Air, Inc.,
                      Sky Courier, Inc., Wilmington Air Park, Inc., Airborne
                      FTZ, Inc., Aviation Fuel, Inc., and Sound Suppression,
                      Inc., as Guarantors, and The Bank of New York, as Trustee
                      shall be deemed incorporated by reference to Airborne's
                      Registration Statement on Form S-3 (Registration No.
                      333-88102) filed with the Commission on May 13, 2002.

Exhibit (d)(2)        First Supplemental Indenture, dated August 15, 2003,
                      among Airborne, as Issuer, Airborne Express, Inc.,
                      ABX Air, Inc., Sky Courier, Inc., Wilmington Air Park,
                      LLC, Airborne FTZ, Inc., Aviation Fuel, Inc., and Sound
                      Suppression, Inc., as Guarantors, and The Bank of
                      New York, as Trustee.

Exhibit (d)(3)        Registration Rights Agreement, dated March 25, 2002,
                      among Airborne, Inc., as Issuer, the Guarantors (as
                      defined in the Indenture) and Goldman, Sachs & Co.
                      and First Union Securities, Inc., as Initial Purchasers
                      of the 5.75% Convertible Senior Notes due April 1, 2007
                      shall be deemed incorporated by reference to Airborne's
                      Registration Statement on Form S-3 (Registration No.
                      333-88102) filed with the Commission on May 13, 2002.

Exhibit (g)           None.




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>3
<FILENAME>exhibit_a1.txt
<DESCRIPTION>OFFER TO PURCHASE, CONSENT SOLICIT. - EXH A.1
<TEXT>
                                                                Exhibit (a)(1)
               OFFER TO PURCHASE, CONSENT SOLICITATION STATEMENT
                                      and
                           CHANGE IN CONTROL NOTICE

                                AIRBORNE, INC.

   Offer to Purchase for Cash All Outstanding 5.75% Convertible Senior Notes
                          Due 2007 of Airborne, Inc.
                         and Solicitation of Consents

-------------------------------------------------------------------------------
The Offer (as defined below) will expire at 5:00 p.m., New York City time, on
November 17, 2003, unless extended by Airborne (such time and date, as the
same may be extended, the "Expiration Date"). To receive the Tender Offer
Consideration (as defined below), holders of Notes (as defined below) must
tender Notes and provide the corresponding Consents (as defined below) in the
manner described below on or before the Expiration Date. Airborne's obligation
to accept for purchase and to pay for Notes validly tendered and not withdrawn
in the Offer and the effectiveness of the Proposed Amendments (as defined
below) are conditioned upon, among other things, the receipt of the Requisite
Consents (as defined below). The valid tender of Notes will constitute the
giving of Consent with respect to such Notes and the valid withdrawal of
tendered Notes will constitute the revocation of Consent with respect to such
Notes. Holders may not deliver Consents without tendering the related Notes or
revoke Consents without withdrawing the related Notes. Notes tendered in the
Offer may be withdrawn at any time prior to the Expiration Date.
-------------------------------------------------------------------------------

          Airborne, Inc., a Delaware corporation ("Airborne"), hereby offers
to purchase for cash, upon the terms and subject to the conditions set forth
in this Offer to Purchase, Consent Solicitation Statement and Change in
Control Notice (as it may be amended or supplemented from time to time, this
"Statement") and the related Consent and Letter of Transmittal (as it may be
amended or supplemented from time to time, the "Consent and Letter of
Transmittal"), any and all of its outstanding 5.75% Convertible Senior Notes
due 2007 (the "Notes") at a price (the "Tender Offer Consideration") equal to
$1,080 per $1,000 of the principal amount of the Notes, plus accrued and
unpaid interest to, but excluding, the Acceptance Date (as defined below). The
offer, including the Solicitation (as defined below), on the terms set forth
in this Statement and the Consent and Letter of Transmittal is referred to
herein as the "Offer."

          In addition, Airborne hereby solicits (the "Solicitation"), upon the
terms and subject to the conditions set forth in this Statement and the
related Consent and Letter of Transmittal, consents (the "Consents") from the
holders of the Notes (each, a "Holder") to the adoption of the proposed
amendments (the "Proposed Amendments") to (i) the Indenture, dated as of March
25, 2002 (the "Original Indenture"), as supplemented by the First Supplemental
Indenture, dated August, 15, 2003 (the "First Supplemental Indenture" and,
together with the Original Indenture, the "Indenture"), between Airborne, the
Guarantors (as defined therein) and The Bank of New York, as trustee, pursuant
to which the Notes were issued and (ii) the Registration Rights Agreement,
dated March 25, 2002 (the "Registration Rights Agreement"), executed by
Airborne and the Guarantors for the benefit of the Holders. Airborne is not
offering any separate or additional payment from the Tender Offer
Consideration for the Consents. Pursuant to the terms of the Indenture and the
Registration Rights Agreement, the Proposed Amendments require the receipt of
Consents from Holders of at least a majority in aggregate principal amount of
the Notes outstanding (the "Requisite Consents"). Airborne's obligation to
accept for purchase and to pay for Notes validly tendered and not withdrawn in
the Offer is conditioned upon, among other things, the receipt of the
Requisite Consents.

         The following table summarizes the material pricing terms for the
Offer:

<TABLE>
<CAPTION>
 CUSIP       Aggregate Principal                                                       Tender Offer
 Number       Amount Outstanding       Title of Security       Maturity Date     Consideration Per $1,000
 ------       ------------------       -----------------       -------------         Principal Amount
                                                                                 ------------------------
<S>            <C>                  <C>                        <C>               <C>
009269AA9      $150,000,000         5.75% Convertible Senior   April 1, 2007            $1,080
009269AB7                              Notes due 2007
</TABLE>

-------------------------------------------------------------------------------
In accordance with the terms of the Indenture, Airborne also hereby gives
notice of a Change in Control (as defined below) of Airborne and offers to
purchase Notes for 100% of their aggregate principal amount, plus accrued but
unpaid interest. Please see the section entitled "Change in Control Notice and
Offer" of this Statement for information about the related Change in Control
Offer (as defined below). The Change in Control Offer will expire at 5:00
p.m., New York City time, on November 14, 2003.
-------------------------------------------------------------------------------

      The Dealer Manager for the Offer and the Soliciation Agent for the
                               Solicitation is:

                           DEUTSCHE BANK SECURITIES

October 15, 2003

<PAGE>


          The purpose of the Offer is to acquire all of the Notes and,
pursuant to the Solicitation, to eliminate several provisions of the Indenture
and the Registration Rights Agreement. See "Purpose of the Offer; Source of
Funds" and "Descriptions of the Proposed Amendments."

          This Statement and the accompanying Consent and Letter of
Transmittal contain important information that should be read before any
decision is made with respect to the Offer. Under the terms of this Statement
and the Consent and Letter of Transmittal, the completion, execution and
delivery of the Consent and Letter of Transmittal and any additional documents
required thereby by a Holder in connection with the tender of Notes prior to
5:00 p.m., New York City time, on or prior to the Expiration Date will be
deemed to constitute the Consent of that tendering Holder to the Proposed
Amendments relating to the Notes tendered and will entitle the tendering
Holder to receive the Tender Offer Consideration.

          Holders may not tender their Notes without delivering the related
Consents and may not deliver Consents without tendering the related Notes.
Notes tendered may be withdrawn at any time prior to the Expiration Date. A
valid withdrawal of Notes will render the corresponding Consent defective. A
Consent cannot be revoked without a valid withdrawal of the related Notes.
Accordingly, a purported revocation of a Consent without a concurrent valid
withdrawal of the related Notes will not render the tender of the Notes or the
related Consent defective.

          Airborne's obligation to accept for purchase and pay for Notes
validly tendered and not withdrawn in the Offer is conditioned upon the
receipt of the Requisite Consents and upon the satisfaction or waiver of the
other general conditions to the Offer set forth herein. See "Principal Terms
of the Offer -- Conditions to the Offer." If the Requisite Consents are not
received or any of the other conditions to the Offer are not satisfied or
waived by Airborne, Airborne will not be obligated to accept for purchase or
to pay for any Notes and any Notes previously tendered will be returned to the
tendering Holders.

          Airborne reserves the right (i) to waive any and all conditions to
the Offer, except that the receipt of the Requisite Consents may not be
waived, (ii) to extend or terminate the Offer or (iii) to otherwise amend the
Offer in any respect.

          Upon the terms and subject to the conditions of the Offer
(including, if the Offer is extended or amended, the terms and conditions of
any such extension or amendment) and applicable law, promptly following the
Expiration Date, Airborne will purchase, by accepting for purchase, and will
pay for all Notes validly tendered (and not validly withdrawn) pursuant to the
Offer, such payment to be made by the deposit of immediately available funds
by Airborne with Deutsche Bank Trust Company Americas, the depositary for the
Offer (the "Depositary"). The date on which Notes are accepted for purchase
under the Offer is herein referred to as the "Acceptance Date".

          In the event that the Offer is withdrawn or otherwise not completed,
the Tender Offer Consideration will not be paid or become payable to Holders
who have validly tendered their Notes in connection with the Offer. In any
such event, any Notes previously tendered will be returned to the tendering
Holder.

          Any Holder desiring to tender Notes and deliver Consents should
either (i) complete and sign the Consent and Letter of Transmittal (or a
manually signed facsimile thereof) in accordance with the instructions set
forth therein and mail or deliver such manually signed Consent and Letter of
Transmittal (or such manually signed facsimile thereof), together with the
certificates evidencing such Notes (or confirmation of the transfer of such
Notes in the account of the Depositary with The Depository Trust Company
("DTC") pursuant to the procedures for book-entry transfer set forth herein)
and any other documents required by the Consent and Letter of Transmittal (or
an Agent's Message (as defined below) in the case of book-entry transfer) to
the Depositary, (ii) request its broker, dealer, commercial bank, trust
company or other nominee to effect the transaction for such Holder or (iii)
follow the procedures summarized below for tendering Notes and delivering
Consents through the DTC Automated Tender Offer Program ("ATOP"). Beneficial
owners whose Notes are registered in the name of a broker, dealer, commercial
bank, trust company or other nominee must contact such broker, dealer,
commercial bank, trust company or other nominee if they desire to tender Notes
pursuant to the Offer (and thereby deliver Consents pursuant to the
Solicitation with respect to such Notes) so registered. A Letter of
Instruction is included in the solicitation materials provided along with this
Statement that may be used by a beneficial owner in this process to effect the
tender. See "Procedures for Tendering Notes and Delivering Consents."


                                      ii
<PAGE>

          Tenders of Notes may be withdrawn at any time prior to the
Expiration Date by following the procedures set forth under "Withdrawal of
Tenders and Revocation of Consents; Absence of Appraisal Rights."

          Holders who do not tender their Notes for repurchase pursuant to the
Offer or who withdraw their Notes prior to the Expiration Date will continue
to hold Notes pursuant to the terms of the Indenture. The Notes will continue
to be convertible, except that, under the terms of the Indenture and the
Notes, they are now, following the consummation of the merger (the "Merger")
of Airborne with and into Atlantis Acquisition Corporation, an indirect wholly
owned subsidiary of DHL Worldwide Express B.V. ("DHL"), pursuant to which
Airborne became an indirect wholly owned subsidiary of DHL, convertible only
into the consideration received by Airborne's shareholders in its merger with
DHL. This means that every $1,000 principal amount of Notes is currently
convertible into $908.65 and 42.7599 shares of common stock of ABX Air, Inc.
("ABX Air"), an independent public company owned by the former shareholders of
Airborne. The Notes will continue to be obligations solely of Airborne, and
will not be obligations of, or guaranteed by, DHL or any of its affiliates.
While it is currently anticipated that Airborne will continue to operate as an
indirect wholly owned subsidiary of DHL, neither DHL nor any of its affiliates
is under any obligation to provide any financial or other support to Airborne.
If the Requisite Consents are received and the Proposed Amendments become
operative, the Proposed Amendments will be binding on all non-tendering
Holders. Therefore, the adoption of the Proposed Amendments may have adverse
consequences for Holders who elect not to tender their Notes in the Offer.

          See "Certain Significant Consequences to Non-Tendering Holders" and
"Certain United States Federal Income Tax Considerations" for discussions of
certain factors that should be considered in evaluating the Offer.

          Any questions concerning the terms of the Offer may be directed to
Deutsche Bank Securities, the dealer manager for the Offer and the
solicitation agent for the Solicitation (the "Dealer Manager") at the address
and telephone numbers set forth on the back cover of this Statement. Questions
and requests for assistance or additional copies of materials should be
directed to D.F. King & Co., Inc., the information agent for the Offer (the
"Information Agent"), at the address and telephone numbers set forth on the
back cover of this Statement. Beneficial owners of Notes may also contact
their brokers, dealers, commercial banks or trust companies through which they
hold the Notes with questions and requests for assistance concerning the
Offer. Any Holder or beneficial owner that has questions concerning tender
procedures should contact the Depositary at one of the addresses or telephone
numbers set forth on the back cover of this Statement.

                                   IMPORTANT

          This Statement constitutes neither an offer to purchase Notes nor a
solicitation of Consents in any jurisdiction in which, or to or from any
person to or from whom, it is unlawful to make such offer or solicitation
under applicable securities or blue sky laws. The delivery of this Statement
shall not under any circumstances create any implication that the information
contained herein is correct as of any time subsequent to the date hereof or
that there has been no change in the information set forth herein or in any
attachments hereto or in the affairs of Airborne or any of its subsidiaries or
affiliates since the date hereof.

          No dealer, salesperson or other person has been authorized to give
any information or to make any representation not contained in this Statement
and, if given or made, such information or representation may not be relied
upon as having been authorized by Airborne or the Dealer Manager.

          None of Airborne, the Dealer Manager, the Solicitation Agent or the
Information Agent makes any recommendation to you as to whether you should
tender or refrain from tendering your Notes or consent or refrain from
consenting to the Proposed Amendments.


                                      iii
<PAGE>


                               TABLE OF CONTENTS                            Page

Summary Term Sheet............................................................1

Purpose of the Offer; Source of Funds.........................................4

Principal Terms of the Offer..................................................4
         The Offer............................................................4
         Expiration; Extension; Amendment; Termination........................6
         Acceptance of Notes for Purchase; Payment for Notes..................6
         Conditions to the Offer..............................................8
         The Dealer Manager, the Depositary and the Information Agent.........9

Procedures for Tendering Notes and Delivering Consents.......................10
         Tender of Notes.....................................................10
         Delivery of Consents................................................10
         Tender of Notes Held in Physical Form...............................10
         Tender of Notes Held Through A Custodian............................11
         Tender of Notes Held Through DTC....................................11
         Signature Guarantees................................................11
         Book-Entry Transfer.................................................12
         Lost or Missing Certificates........................................12
         Transfers of Ownership of Tendered Notes............................12
         No Guaranteed Delivery..............................................12
         Other Matters.......................................................13
         Backup Withholding..................................................13
         Effect of Consent and Letter of Transmittal.........................13

Withdrawal of Tenders and Revocation of Consents; Absence of Appraisal
Rights.......................................................................14

Certain Significant Consequences to Non-Tendering Holders....................14

Description of the Proposed Amendments.......................................15
         Amendments to the Indenture.........................................15
         Amendments to the Registration Rights Agreement.....................16

Market Price Information for the ABX Air Common Stock........................17

Certain United States Federal Income Tax Considerations......................18
         Tax Considerations for U.S. Holders.................................19
         Tax Considerations for Non-U.S. Holders.............................19
         Information Reporting and Backup Withholding........................20

Change in Control Notice and Offer...........................................21
         Notice of Change in Control; Change in Control Offer................21
         Important Tax Information for the Change in Control Offer...........23
         Form of Election of Holder to Require Repurchase....................24


<PAGE>

                              SUMMARY TERM SHEET

         The following are answers to some of the questions that you, as a
holder of the 5.75% Convertible Senior Notes Due 2007 of Airborne, Inc. may
have. We urge you to read the remainder of this Offer to Purchase, Consent
Solicitation Statement and Change in Control Notice and the accompanying
Consent and Letter of Transmittal carefully because the information in this
summary term sheet is not complete. Additional important information is
contained in the remainder of this document and in the other documents
delivered herewith.

WHO IS OFFERING TO BUY YOUR NOTES AND SOLICITING YOUR CONSENT?

     o    Airborne, the issuer of the Notes, is offering to purchase the
          Notes. In connection with its offer to purchase the Notes, Airborne
          is also soliciting consents to amend the indenture under which the
          Notes were issued and the related registration rights agreement.

WHAT SECURITIES ARE THE SUBJECT OF THE OFFER TO PURCHASE AND CONSENT
SOLICITATION?

     o    We are offering to purchase, and requesting consents with respect
          to, all of the outstanding Notes. As of October 14, 2003, there were
          $150,000,000 aggregate principal amount of Notes outstanding. The
          Notes were issued under an Indenture, dated March 25, 2002, as
          supplemented by the First Supplemental Indenture, dated August 15,
          2003, in each case by and among Airborne, as issuer, the Guarantors
          (as defined therein) and The Bank of New York, as trustee.

WHY IS AIRBORNE OFFERING TO PURCHASE YOUR NOTES?

     o    We are offering to purchase your Notes in order to retire the debt
          and improve our financial position. We also want to terminate the
          registration of the Notes under the Securities Exchange Act of 1934,
          as amended. As we no longer have a reporting obligation with respect
          to our common stock, we would like to avoid the effort and cost
          associated with making filings under the Exchange Act. As part of
          the offer to purchase your Notes in the Offer, we are seeking your
          consent to certain amendments to the indenture governing the Notes
          and the registration rights agreement related to the Notes that will
          enable us to stop making filings under the Exchange Act

WHAT PRICE WILL YOU RECEIVE FOR YOUR NOTES IF YOU TENDER THEM TO US?

     o    Pursuant to the indenture, we are offering to repurchase your Notes
          at a repurchase price of $1,080 per $1,000 of the principal amount
          of the Notes, plus accrued and unpaid interest to, but excluding,
          the date the Notes are accepted for purchase by Airborne, payable in
          cash.

WHAT PRICE WILL YOU RECEIVE IF YOU CONSENT TO THE PROPOSED AMENDMENTS AND
WAIVER?

     o    We are not offering any separate or additional payments for your
          consent to the proposed amendments to the indenture and the
          registration rights agreement.

MAY I CONSENT TO THE PROPOSED AMENDMENTS AND WAIVER WITHOUT TENDERING MY NOTES?

     o    No. In order to consent to the proposed amendments to the indenture
          and the registration rights agreement, you must tender the Notes
          with respect to which such consent relates. You cannot tender your
          Notes without consenting to the proposed amendments to the indenture
          and the registration rights agreement.

WILL AIRBORNE PURCHASE THE NOTES IN THE OFFER EVEN IF IT DOES NOT RECEIVE THE
REQUISITE CONSENTS TO THE PROPOSED AMENDMENTS AND WAIVER?



<PAGE>

     o    No. We will not repurchase the Notes tendered into the Offer if we
          do not receive the consents required to amend the indenture and the
          registration rights agreement. We are, however, obligated to accept
          Notes tendered to us pursuant to the change in control offer,
          discussed later in this Statement. See "Change in Control Notice and
          Offer" in this document. Please note that these two offers are
          separate, and tendering your Notes into one offer will not
          constitute a tender of your Notes into the other offer as well.

WHEN DOES THE OFFER TO PURCHASE AND CONSENT SOLICITATION EXPIRE?

     o    You have until 5:00 p.m., New York City time, on November 17, 2003,
          to tender your Notes in the Offer and to consent to the proposed
          amendments to the indenture and the registration rights agreement,
          as applicable, unless we choose to extend the offer to purchase and
          solicitation. We will make a public announcement if we extend the
          offer to purchase and solicitation.

WHEN WILL YOU RECEIVE PAYMENT FROM YOUR TENDERED NOTES AND CONSENT?

     o    We will pay for the tendered Notes in cash promptly following
          November 17, 2003, the day on which your right to tender notes and
          consent to the proposed amendments expires, if the offer is not
          extended. If the offer is extended, we will pay for tendered notes,
          and make any consent payments, promptly following expiration of the
          extended offer.

CAN YOU WITHDRAW YOUR TENDERED NOTES OR REVOKE YOUR CONSENTS?

     o    You may withdraw your tendered Notes and thereby revoke your consent
          to the proposed amendments to the indenture and registration rights
          agreement, as applicable, at any time before 5:00 p.m., New York
          City time, on November 17, 2003, or, if the offer is extended, 5:00
          p.m., New York City time, on such later date. To withdraw your
          tender and revoke your consent, please follow the instructions under
          "Withdrawal Rights and Revocation of Consents; Absence of Appraisal
          Rights" in this document. If you withdraw your tendered Notes, you
          will be deemed to have revoked your consent with respect to the
          withdrawn Notes. You may not revoke your consent to the proposed
          amendments to the indenture and the registration rights agreement
          without withdrawing your tendered Notes.

WHAT HAPPENS TO YOUR NOTES IF YOU DO NOT TENDER YOUR NOTES?

     o    If you do not tender your Notes, they will remain outstanding
          according to their terms and will continue to accrue interest until
          the date of maturity, April 1, 2007, unless earlier redeemed by us
          in accordance with their terms. You will continue to have the right
          to convert your Notes, except that, under the terms of the Notes,
          they are now convertible only into the consideration received by
          Airborne's shareholders in its merger with DHL. This means that
          every $1,000 principal amount of Notes is currently convertible into
          $908.65 and 42.7599 shares of ABX Air's common stock. Under the
          terms of the Indenture governing the Notes, you may continue to
          present your Notes for conversion to the Corporate Trust
          Administration, The Bank of New York, 101 Barclay Street, Floor 8W,
          New York, New York 10286. On October 14, 2003, the closing price on
          the OTC Bulletin Board for a share of ABX Air's common stock was
          $3.30. YOU SHOULD OBTAIN CURRENT MARKET QUOTES FOR ABX AIR COMMON
          STOCK BEFORE MAKING YOUR DECISION TO TENDER. See "Market Price
          Information for ABX Air Common Stock" in this Statement.

     o    The registration of Airborne's common stock under the Exchange Act
          has been terminated and its common stock has been delisted from the
          New York Stock Exchange and the Pacific Coast Stock Exchange. We
          intend to apply to terminate the registration of the Notes under the
          Securities Exchange Act of 1934, as amended, promptly after the date
          on which Notes are accepted for purchase under the Offer, which is
          expected to be November 17, 2003, unless the offer is extended. At
          that time, we will no longer be subject to the reporting
          requirements of the Exchange


                                      2
<PAGE>

          Act and, therefore, no information regarding us will be publicly
          available. In addition, if the proposed amendments become operative,
          Airborne will cease to have an obligation under the indenture to
          furnish to the Trustee certain financial information and reports
          that Airborne would have been required to file with the U.S.
          Securities and Exchange Commission.

     o    When we purchase Notes under the Offer, the trading market for the
          Notes may be significantly more limited, which will adversely affect
          the liquidity of the Notes. There can be no assurance that any
          trading market will exist for the Notes following the consummation
          of the Offer. The extent of the trading market for the Notes
          following the consummation of the Offer will depend upon, among
          other things, the remaining outstanding principal amount of the
          Notes at that time, the number of holders of the Notes remaining at
          that time and the interest in maintaining a market in the Notes on
          the part of securities firms.

     o    If the proposed amendments to the indenture and the registration
          rights agreement are approved by a majority in aggregate principal
          amount of the Notes outstanding, we will use our reasonable best
          efforts to execute, and to cause the trustee and any other relevant
          parties to execute, a supplemental indenture and a registration
          rights amendment giving effect to the Proposed Amendments. See
          "Descriptions of the Proposed Amendments."

WHAT ARE THE TAX CONSEQUENCES TO YOU IF YOU TENDER AND CONSENT?

     o    The receipt of cash in exchange for Notes in the offer will be a
          taxable transaction to you for United States federal income tax
          purposes. You will generally recognize capital gain or loss on the
          sale to us of a Note in an amount equal to the difference between
          (i) the amount of cash received for your Note other than in respect
          of accrued interest and (ii) your "adjusted tax basis" for the Note
          at the time of the sale to us. The capital gain or loss will be
          long-term if you held the Note for more than one year at the time of
          the sale to us. An exception to this capital gain treatment may
          apply if you purchased the Note at a "market discount." See "Certain
          United States Federal Income Tax Considerations" in this document.
          This offer to purchase includes only a summary of the possible tax
          consequences to you. You should consult with your own tax advisor
          regarding the actual tax consequences to you.

HOW SHOULD YOU TENDER YOUR NOTES AND CONSENT TO THE PROPOSED AMENDMENTS AND
WAIVER TO THE INDENTURE?

     o    To tender your Notes, you must carefully follow the instructions in
          this document and in the accompanying materials. By tendering your
          Notes, you will be deemed to consent to the proposed amendments.
          Persons holding Notes through the Depository Trust Company must
          follow a different process than those who are themselves the record
          Holders of the Notes. See "Procedures for Tendering Notes and
          Delivering Consents" in this document.

WHO CAN YOU TALK TO IF YOU NEED MORE INFORMATION?

     o    Any questions or request for assistance or additional copies of this
          offer to purchase and consent solicitation statement or the
          accompanying consent and letter of transmittal may be directed to
          the Dealer Manager at (866) 627-0391 (toll free) or (212) 250-7445
          (collect) or the Information Agent at (888) 887-0082 (toll free).
          You may also contact your broker, dealer, commercial bank or trust
          company or nominee for assistance concerning this offer.


                                      3
<PAGE>

                   PURPOSE OF THE OFFER; SOURCE OF FUNDS

          The principal purpose of the Offer is to acquire all Notes in order
to retire the debt and improve our financial position. Airborne also wants to
terminate the registration of the Notes under the Securities Exchange Act of
1934, as amended (the "Exchange Act"). As Airborne no longer has a reporting
obligation with respect to its common stock, it would like to avoid the effort
and cost associated with making filings under the Exchange Act. As part of the
Offer, Airborne is seeking the Consents of Holders to the Proposed Amendments
to the Indenture and the Registration Rights Agreement that will enable it to
stop making filings under the Exchange Act

          The total amount of funds required by Airborne to pay the Tender
Offer Consideration and related fees and expenses is estimated to be
approximately $163.6 million, assuming that 100% of the outstanding principal
amount of Notes are tendered and accepted for purchase.

          Airborne intends to fund the purchase of the Notes, together with
the fees and expenses incurred in connection therewith, through equity
contributions or other financing from DHL or its affiliates. DHL and its
affiliates have on hand or available sufficient funds to pay the maximum
estimated amount of the Tender Offer Consideration and the associated fees and
expenses.

          From time to time after the Expiration Date, Airborne or its
affiliates may acquire Notes, if any, which remain outstanding following
consummation of the Offer through open market purchases, privately negotiated
transactions, tender offers, exchange offers or otherwise, upon such terms and
at such prices as it may determine, which may be more or less than the price
to be paid pursuant to the Offer and could be for cash or other consideration.
Alternatively, subject to the provisions of the Notes and the Indenture,
Airborne may choose to redeem the Notes. There can be no assurance as to
which, if any, of these alternatives (or combinations thereof) Airborne or its
affiliates will pursue.


                      PRINCIPAL TERMS OF THE OFFER

The Offer

          Airborne hereby offers to purchase for cash, upon the terms and
subject to the conditions set forth in this Statement and the related Consent
and Letter of Transmittal, any and all of its outstanding Notes validly
tendered and not validly withdrawn for the Tender Offer Consideration. In
addition, Airborne hereby solicits, upon the terms and subject to the
conditions set forth in this Statement and the related Consent and Letter of
Transmittal, Consents to the adoption of the Proposed Amendments to (i) the
Indenture and (ii) the Registration Rights Agreement. Airborne is not offering
any separate or additional payment from the Tender Offer Consideration for the
Consents. Pursuant to the terms of the Indenture and the Registration Rights
Agreement, the Proposed Amendments require the receipt of the Requisite
Consents. Airborne's obligation to accept for purchase and to pay for Notes
validly tendered and not withdrawn in the Offer is conditioned upon, among
other things, the receipt of the Requisite Consents.

          Under the terms of this Statement and the Consent and Letter of
Transmittal, the completion, execution and delivery of the Consent and Letter
of Transmittal and any additional documents required thereby by a Holder in
connection with the tender of Notes prior to 5:00 p.m., New York City time, on
or prior to the Expiration Date will be deemed to constitute the Consent of
that tendering Holder to the Proposed Amendments relating to the Notes
tendered and will entitle the tendering Holder to receive the Tender Offer
Consideration.

          Holders may not tender their Notes without delivering the related
Consents and may not deliver Consents without tendering the related Notes.
Notes tendered may be withdrawn at any time prior to the Expiration Date. A
valid withdrawal of Notes will render the corresponding Consent defective. A
Consent cannot be revoked without a valid withdrawal of the related Notes.
Accordingly, a purported revocation of a Consent without a concurrent valid
withdrawal of the related Notes will not render the tender of the Notes or the
related Consent defective.

          Airborne's obligation to accept for purchase and pay for Notes
validly tendered and not withdrawn in the Offer is conditioned upon the
receipt of the Requisite Consents and upon the satisfaction or waiver of the
other general conditions to the Offer set forth herein. See "Principal Terms
of the Offer -- Conditions to


                                      4
<PAGE>

the Offer." If the Requisite Consents are not received or if any of the other
conditions to the Offer are not satisfied or waived by Airborne, Airborne will
not be obligated to accept for purchase or to pay for any Notes and any Notes
previously tendered will be returned to the tendering Holders.

          Upon the terms and subject to the conditions of the Offer
(including, if the Offer is extended or amended, the terms and conditions of
any such extension or amendment) and applicable law, promptly following the
Expiration Date, Airborne will purchase, by accepting for purchase, and will
pay for all Notes validly tendered (and not validly withdrawn) pursuant to the
Offer, such payment to be made by the deposit of immediately available funds
by Airborne with the Depositary.

          The Proposed Amendments would delete in their entirety certain
sections of the Indenture and the Registration Rights Agreement and would
amend Airborne's reporting obligations under the Indenture. See "Descriptions
of the Proposed Amendments." Pursuant to the terms of the Indenture and the
Registration Rights Agreement, upon receipt of the Requisite Consents Airborne
intends to (i) enter into, and to use its reasonable best efforts to cause the
Trustee and any other necessary parties to enter into, a second supplemental
indenture (the "Second Supplemental Indenture") and (ii) execute an amendment
to the Registration Rights Agreement (the "Registration Rights Amendment"),
which together provide for the Proposed Amendments. The Second Supplemental
Indenture and Registration Rights Amendment will not become operative unless
and until Airborne receives the Requisite Consents and accepts the
corresponding Notes for purchase pursuant to the Offer. If the Requisite
Consents are received and the Proposed Amendments become operative, the
Proposed Amendments will be binding on all non-tendering Holders. Therefore,
the adoption of the Proposed Amendments may have adverse consequences for
Holders who elect not to tender their Notes in the Offer.

          Tenders of Notes may be withdrawn at any time prior to the
Expiration Date by following the procedures set forth under "Withdrawal of
Tenders and Revocation of Consents; Absence of Appraisal Rights."

          Holders who do not tender their Notes for purchase pursuant to the
Offer or who withdraw their Notes prior to the Expiration Date will continue
to hold Notes pursuant to the terms of the Indenture. The Notes will continue
to be obligations solely of Airborne, and will not be obligations of, or
guaranteed by, DHL or any of its affiliates. While it is currently anticipated
that Airborne will continue to operate as an indirect wholly owned subsidiary
of DHL, neither DHL nor any of its affiliates is under any obligation to
provide any financial or other support to Airborne. The Indenture does not
contain any limitation on the ability of Airborne to incur additional
indebtedness.

          Holders who do not tender their Notes for purchase pursuant to the
Offer or who withdraw their Notes prior to the Expiration Date will continue
to have the right, during the period the Notes are convertible as specified in
Section 12.11 of the Indenture, to convert the Notes, except that, under the
terms of the Indenture, the Notes are now, following the consummation of the
Merger, convertible only into the consideration received by Airborne's
shareholders in the Merger. Prior to the consummation of the Merger, Holders
could have converted their Notes into shares of Airborne's common stock at a
conversion rate of 42.7599 shares per $1,000 principal amount of Notes, or a
conversion price of approximately $23.39 per share. Based on the pre-Merger
conversion rate, each $1,000 principal amount of Notes is currently
convertible into $908.65 and 42.7599 shares of ABX Air's common stock. On
October 14, 2003, the closing price of the ABX Air common stock, as reported
on the OTC Bulletin Board, was $3.30. For information on the recent stock
price of ABX Air common stock, see "Market Price Information for ABX Air
Common Stock." For additional information on ABX Air, see their website at
http://www.abxair.com and their filings with the U.S. Securities and Exchange
Commission (the "SEC"), which are available to the public at the SEC's website
at http://www.sec.gov. Subject to the terms of the Indenture, a Holder may
convert Notes tendered in the Offer at any time prior to the Acceptance Date.

          The Notes purchased in the Offer will cease to be outstanding and
will be delivered to the Trustee for cancellation immediately after such
purchase. When we purchase Notes under the Offer, the trading market for the
Notes may be significantly more limited, which may adversely affect the
liquidity of the Notes. There can be no assurance that any trading market will
exist for the Notes following the consummation of the Offer. The extent of the
trading market for the Notes following the consummation of the Offer will
depend upon, among other things, the remaining outstanding principal amount of
the Notes at such time, the number of Holders remaining at such time and the
interest in maintaining a market in the Notes on the part of securities firms.

          If less than all the principal amount of Notes held by a Holder is
tendered and accepted pursuant to the Offer, Airborne will issue, and the
Trustee will authenticate and deliver to or on the order of the Holder
thereof, at


                                      5
<PAGE>

the expense of Airborne, new Notes of authorized denominations, in
a principal amount equal to the portion of the Notes not tendered or not
accepted, as the case may be, as promptly as practicable after the Expiration
Date.

Expiration; Extension; Amendment; Termination

          The Offer will expire at 5:00 p.m., New York City time, on November
17, 2003, unless extended by Airborne.

          Airborne expressly reserves the right to extend the Offer on a daily
basis or for such period or periods as it may determine in its sole discretion
from time to time by giving written or oral notice to the Depositary and by
making a public announcement by press release prior to 9 a.m., New York City
time, on the next business day following the previously scheduled Expiration
Date. During any extension of the Offer, Notes previously tendered and all
related Consents previously delivered pursuant to the Offer (and not validly
withdrawn) will remain subject to the Offer and may, subject to the terms and
conditions of the Offer, be accepted for purchase by Airborne, subject to
withdrawal rights of Holders. For purposes of the Offer, the term "Business
day" means any day other than a Saturday, Sunday or other day on which banking
institutions in the State of New York are permitted or obligated by law to be
closed.

          To the extent it is legally permitted to do so, Airborne expressly
reserves the right, in its sole discretion, to (i) waive any condition to the
Offer (except that the receipt of the Requisite Consents is required by the
Indenture and the Registration Rights Agreement for the approval of the
Proposed Amendments and may not be waived), (ii) increase the Tender Offer
Consideration Repurchase or (iii) amend any other term of the Offer. Any
amendment to the Offer will apply to all Notes tendered and not previously
accepted for purchase, regardless of when or in what order such Notes were
tendered. If Airborne makes a material change in the terms of the Offer,
Airborne will disseminate additional Offer materials and will extend the
Offer, in each case, to the extent required by law. In addition, if Airborne
changes either (x) the principal amount of the Notes subject to the Offer or
(y) the Tender Offer Consideration, then the Offer will be amended to the
extent required by law to ensure that the Offer remains open for at least ten
business days after the date that notice of any such change is first
published, given or sent to Holders by Airborne.

          Airborne expressly reserves the right, in its sole discretion, to
terminate the Offer, including if any conditions applicable to the Offer set
out under "-- Conditions to the Offer" have not been satisfied or waived by
Airborne. Any such termination will be followed promptly by a public
announcement of the termination and Airborne will also promptly inform the
Depositary if its decision to terminate the Offer.

          In the event that the Offer is withdrawn or otherwise not completed,
the Tender Offer Consideration will not be paid or become payable to Holders
who have validly tendered their Notes in connection with the Offer. In any
such event, any Notes previously tendered will be returned to the tendering
Holder and the Proposed Amendments, if previously entered into, will terminate
and not become operative.

Acceptance of Notes for Purchase; Payment for Notes

          Upon the terms and subject to the conditions of the Offer
(including, if the Offer is extended or amended, the terms of any such
extension or amendment) and subject to applicable law, Holders that tender
their Notes (and do not properly withdraw such tenders) and thereby deliver
their Consents to the Proposed Amendments on or prior to the Expiration Date
will be entitled to receive the Tender Offer Consideration. Upon the terms and
subject to the conditions of the Offer, Airborne will purchase, by accepting
for purchase on the Expiration Date, and will pay for such Notes promptly
following the Acceptance Date. Airborne expressly reserves the right, in its
sole discretion, to delay acceptance for purchase of Notes tendered under the
Offer or the payment for Notes accepted for purchase pursuant to the Offer
(subject to Rule 14e-1 under the Exchange Act, which requires that Airborne
pay the consideration offered or return the Notes deposited by or on behalf of
the Holders promptly after the termination or withdrawal of the Offer) if any
of the conditions set forth below under "-- Conditions to the Offer" shall not
have been satisfied or waived by Airborne or in order to comply in whole or in
part with any applicable law, in either case by oral or written notice of such
delay to the Depositary. In all cases, payment for Notes accepted for purchase
pursuant to the Offer will be made only after timely receipt by the Depositary
of Notes (or confirmation of book-


                                      6
<PAGE>

entry transfer thereof), a properly completed and duly executed Consent and
Letter of Transmittal (or a facsimile thereof) and any other documents
required thereby.

          For purposes of the Offer, Airborne will be deemed to have accepted
for purchase validly tendered Notes (or defectively tendered Notes with
respect to which Airborne has waived such defect) if, as and when Airborne
gives oral or written notice thereof to the Depositary. Payment for Notes
accepted for purchase in the Offer will be made by Airborne by depositing such
payment, in immediately available funds, with the Depositary, which will act
as agent for the tendering Holders for the purpose of receiving the Tender
Offer Consideration and transmitting the same to such Holders. Airborne will
notify the Depositary of which Notes tendered on or prior to the Expiration
Date are accepted for purchase and payment pursuant to the Offer. Upon the
terms and subject to the conditions of the Offer, delivery of the Tender Offer
Consideration will be made by the Depositary promptly after receipt of funds
for the payment of such Notes by the Depositary.

          Tenders of Notes and the accompanying delivery of Consents pursuant
to the Offer will be accepted only in principal amounts of $1,000 or integral
multiples thereof (provided that no single Note may be repurchased in part
unless the principal amount of such Note to be outstanding after such
repurchase is equal to $1,000 or an integral multiple thereof).

          If, for any reason, acceptance for purchase of or payment for
validly tendered Notes pursuant to the Offer is delayed, or Airborne is unable
to accept for purchase or to pay for validly tendered Notes pursuant to the
Offer, then the Depositary may, nevertheless, on behalf of Airborne, retain
tendered Notes, without prejudice to the rights of Airborne described under
"-- Expiration; Extension; Amendment; Termination" and "-- Conditions to the
Offer" and "Withdrawal of Tenders and Revocation of Consents; Absence of
Appraisal Rights", but subject to Rule 14e-1 under the Exchange Act, which
requires that Airborne pay the consideration offered or return the Notes
tendered promptly after the termination or withdrawal of the Offer.

          If any tendered Notes are not accepted for purchase for any reason
pursuant to the terms and conditions of the Offer, or if certificates are
submitted evidencing more Notes than are tendered, certificates evidencing
unpurchased Notes will be returned, without expense, to the tendering Holder
(or, in the case of Notes tendered by book-entry transfer into the
Depositary's account at DTC pursuant to the procedures set forth under the
caption "Procedures for Tendering Notes and Delivering Consents -- Book-Entry
Transfer" below, such Notes will be credited to an account maintained at DTC,
designated by the participant therein who so delivered such Notes), unless
otherwise requested by such Holder under "Special Delivery Instructions" in
the Consent and Letter of Transmittal, promptly following the Expiration Date.

          No alternative, conditional or contingent tenders will be accepted.
A tendering Holder, by execution of a Consent and Letter of Transmittal (or a
manually signed facsimile thereof), waives all right to receive notice of
acceptance of such Holder's Notes for purchase.

          Holders of Notes tendered and accepted for purchase pursuant to the
Offer will be entitled to accrued and unpaid interest on their Notes to, but
not including, the Acceptance Date. Under no circumstances will any additional
interest be payable because of any delay by the Depositary in the transmission
of funds to the Holders of purchased Notes or otherwise.

          Tendering Holders of Notes purchased in the Offer will not be
obligated to pay brokerage commissions or fees or to pay transfer taxes with
respect to the purchase of their Notes unless the box entitled "Special
Issuance Instructions" or the box entitled "Special Delivery Instructions" on
the Consent and Letter of Transmittal has been completed, as described in the
Instructions thereto. Airborne will pay all other charges and expenses in
connection with the Offer. See "The Dealer Manager, the Depositary and the
Information Agent."



                                      7
<PAGE>

Conditions to the Offer

          Airborne's obligation to accept for purchase and to pay for Notes
validly tendered and not validly withdrawn in the Offer is subject to and
conditioned upon (i) receipt of the Requisite Consents and (ii) the
satisfaction or waiver of the additional conditions set forth below. Airborne
may waive any of the conditions of the Offer, in whole or in part, at any time
and from time to time, except that the receipt of Requisite Consents is
required by the Indenture and the Registration Rights Agreement for approval
of the Proposed Amendments and may not be waived. If the Requisite Consents
are obtained by the Expiration Date, Airborne intends to (i) enter into, and
to use its reasonable best efforts to cause the Trustee and any other relevant
party to enter into, the Second Supplemental Indenture and (ii) execute the
Registration Rights Amendment, which together provide for the Proposed
Amendments. The Second Supplemental Indenture and the Registration Rights
Amendment will become effective upon execution, but will provide that the
Proposed Amendments will not become operative until the Acceptance Date. If
the Offer is terminated or withdrawn, or the Notes are not accepted for
purchase for any reason, the Second Supplemental Indenture and the
Registration Rights Amendment will not become operative.

          Subject to Rule 14e-1(c) under the Exchange Act and notwithstanding
any other provision of the Offer and in addition to (and not in limitation of)
Airborne's rights to terminate, extend and/or amend the Offer in its sole
discretion, Airborne shall not be required to accept for purchase, or to pay
for, any tendered Notes if any of the following have occurred:

               (i) there shall have been instituted, threatened, or be pending
          any action or proceeding (or there shall have been any material
          adverse development in any action or proceeding currently
          instituted, threatened or pending) before or by any court,
          governmental, regulatory or administrative agency or
          instrumentality, or by any other person, in connection with the
          Offer, that in the reasonable judgment of Airborne, either (a) is,
          or is reasonably likely to be, materially adverse to the business,
          operations, properties, condition (financial or otherwise), assets,
          liabilities or prospects of Airborne or (b) would or might prohibit,
          prevent, restrict or delay consummation of the Offer;

               (ii) an order, statute, rule, regulation, executive order,
          stay, decree, judgment or injunction shall have been proposed,
          threatened, enacted, entered, issued, promulgated, enforced or
          deemed applicable by any court of governmental, regulatory or
          administration agency or instrumentality that, in the reasonable
          judgment of Airborne, would or might prohibit, prevent, restrict or
          delay consummation of the Offer or that is, or is reasonably likely
          to be, materially adverse to the business, operations, properties,
          condition (financial or otherwise), assets, liabilities or prospects
          of Airborne;

               (iii) the Trustee under the Indenture shall have objected in
          any respect to or taken any action that could, in the reasonable
          judgment of Airborne, adversely affect the consummation of the Offer
          or Airborne's ability to effect any of the Proposed Amendments
          pursuant to which the Notes were issued, or shall have taken any
          action that challenges the validity or effectiveness of the
          procedures used by Airborne in soliciting the Consents (including
          the form thereof) or in the making of the Offer or the acceptance
          of, or payment for, the Notes and Consents; or

               (iv) there shall have occurred (a) any general suspension of,
          or limitation on prices for, trading in securities in the United
          States securities or financial markets, (b) any significant adverse
          change in the price of the Notes in the United States or other major
          securities or financial markets, (c) a material impairment in the
          United States trading market for debt securities, (d) a declaration
          of a banking moratorium or any suspension of payments in respect of
          banks in the United States or other major financial markets (whether
          or not mandatory), (e) any limitation (whether or not mandatory) by
          any government or governmental, administrative or regulatory
          authority or agency, domestic or foreign, or other event that, in
          the reasonable judgment of Airborne, might affect the extension of
          credit by banks or other lending institutions, (f) a commencement of
          a war or armed hostilities or other national or international
          calamity directly or indirectly involving the United States or (g)
          in the case of any of the foregoing existing on the date hereof, a
          material acceleration or worsening thereof.

          The conditions to the Offer are for the sole benefit of and may be
asserted by Airborne, in its reasonable discretion, regardless of the
circumstances (including any action or inaction by Airborne) giving rise to
such


                                      8
<PAGE>

conditions, or may be waived by Airborne, in whole or in part, at any
time or from time to time, in its reasonable discretion (except that the
Requisite Consents may not be waived). The failure by Airborne at any time to
exercise any of the foregoing rights shall not be deemed a waiver of any such
right, and each such right shall be deemed an ongoing right, which may be
asserted at any time and from time to time. Any determination by Airborne
concerning the events described in this section shall be final and binding
upon all persons.

The Dealer Manager, the Depositary and the Information Agent

          Airborne has retained Deutsche Bank Securities Inc. to act as Dealer
Manager in connection with the Offer and Solicitation Agent in connection with
the Solicitation. In its capacity as Dealer Manager and Solicitation Agent,
Deutsche Bank Securities may contact Holders regarding the Offer and may
request brokers, dealers and other nominees to forward this Statement and
related materials to beneficial owners of Notes. Any questions or requests for
assistance may be directed to the Dealer Manager at its address or telephone
numbers set forth on the back cover of this Statement. Holders of Notes may
also contact their broker, dealer, commercial bank or trust company for
assistance concerning the Offer.

          Airborne has agreed to pay Deutsche Bank Securities a fee for its
services in connection with the Offer. In addition, Airborne will reimburse
Deutsche Bank Securities for its reasonable out-of-pocket expenses, including
the reasonable expenses and disbursements of its legal counsel. Airborne has
also agreed to indemnify Deutsche Bank Securities and its affiliates against
certain liabilities in connection with its services, including liabilities
under the federal securities laws. At any given time, Deutsche Bank Securities
may trade the Notes or other securities of Airborne for its own account or for
the accounts of its customers and, accordingly, may hold a long or short
position in the Notes and/or these other securities.

          Deutsche Bank Securities and its affiliates have provided in the
past, and/or are currently providing, other investment banking and financial
advisory services to Airborne and its affiliates. Deutsche Bank Securities and
its affiliates may continue to provide various investment banking and other
services to Airborne and its affiliates, for which they would receive
customary compensation from Airborne.

          Deutsche Bank Trust Company Americas has been appointed as
Depositary for the Offer. Consent and Letters of Transmittal and all other
deliveries and correspondence in connection with the Offer should be sent or
delivered by each Holder or a beneficial owner's broker, dealer, commercial
bank, trust company or other nominee to the Depositary at one of its addresses
or telephone numbers set forth on the back cover of this Statement. Any Holder
or beneficial owner that has questions concerning the procedures for tendering
Notes or delivering Consents should contact the Depositary. Airborne has
agreed to pay the Depositary reasonable and customary fees for its services
and to reimburse the Depositary for its reasonable out-of-pocket expenses in
connection therewith. Airborne has also agreed to indemnify the Depositary for
certain liabilities, including liabilities under the federal securities laws.

          D.F. King & Co., Inc. has been appointed as Information Agent for
the Offer. Airborne has agreed to pay the Information Agent reasonable and
customary fees for its services and to reimburse the Information Agent for its
reasonable out-of-pocket expenses in connection therewith. Requests for
additional copies of this Statement and the Consent and Letters of Transmittal
may be directed to the Information Agent at the address set forth on the back
cover of this Statement.

          None of the Dealer Manager, the Depositary or the Information Agent
assume any responsibility for the accuracy or completeness of the information
concerning Airborne or any of its subsidiaries or the Offer contained in this
Statement or any of the other documents related to the Offer or for any
failure by Airborne to disclose events that may have occurred after the date
of this Statement that may affect the significance or accuracy of this
information.

          In connection with the Offer, directors and officers of Airborne and
regular employees of Airborne (who will not be specifically compensated for
such services) may solicit tenders and Consents by use of the mails,
personally or by telephone.



                                      9
<PAGE>

          Brokers, dealers, commercial banks, trust companies and other
nominees will be reimbursed by Airborne for customary mailing and handling
expenses incurred by them in forwarding material to their customers. Airborne
will not pay any fees or commissions to any broker, dealer or other person
(other than Deutsche Bank as Dealer Manager) in connection with the
solicitation of tenders of Notes and Consents pursuant to the Offer and
Solicitation.

          PROCEDURES FOR TENDERING NOTES AND DELIVERING CONSENTS

          The valid tender of Notes (which are not subsequently withdrawn)
will constitute the delivery of Consent with respect to such Notes. Holders
may not tender their Notes without delivering the related Consents and may not
deliver Consents without tendering the related Notes. A defective tender of
Notes (which defect is not waived by Airborne) will not constitute a valid
Consent to the Proposed Amendments and will not be counted for purposes of
determining whether the Requisite Consents have been received by Airborne. As
noted above, Airborne's obligation to accept for purchase, and to pay for,
Notes validly tendered (and not validly withdrawn) is conditioned upon, among
other things, the receipt of the Requisite Consents. If the Requisite Consents
are not received or other conditions to the Offer as set forth herein are not
satisfied or waived, Airborne will not be obligated to accept for purchase or
to pay for any Notes validly tendered, tendering Holders will not receive the
Tender Offer Consideration and previously tendered Notes will be returned to
the tendering Holders.

          The method of delivery of the Notes and Consents and Letters of
Transmittal, any required signature guarantees and all other required
documents, including delivery through DTC and any acceptance of an Agent's
Message transmitted through ATOP, is at the election and risk of the person
tendering Notes and delivering Consents and Letters of Transmittal and, except
as otherwise provided in the Consent and Letter of Transmittal, delivery will
be deemed made only when actually received by the Depositary. If delivery is
by mail, it is suggested that the Holder use properly insured, registered mail
with return receipt requested, and that the mailing be made sufficiently in
advance of the Expiration Date to permit delivery to the Depositary on or
prior to such date. Manually signed facsimile copies of the Consent and Letter
of Transmittal, properly completed and duly executed, will be accepted.
Letters of Transmittal and Notes should be sent only to the Depositary; not to
Airborne, the Trustee, the Dealer Manager, the Information Agent or DTC.

Tender of Notes

          The tender of Notes by a Holder (and subsequent acceptance of such
tender by Airborne) pursuant to any of the procedures set forth in this
Statement and in the accompanying Consent and Letter of Transmittal will
constitute a binding agreement between such Holder and Airborne upon the terms
and subject to the conditions set forth in this Statement and in the
accompanying Consent and Letter of Transmittal.

          Only registered Holders are authorized to tender their Notes and
thereby Consent to the Proposed Amendments. The procedures by which Notes may
be tendered (and the related Consents thereby given) by beneficial owners that
are not registered Holders will depend upon the manner in which the Notes are
held.

          Unless the Notes being tendered are deposited by the Holder with the
Depositary prior to the Expiration Date (accompanied by a properly completed
and duly executed Consent and Letter of Transmittal), Airborne may, at its
option, reject such tender. Payment for Notes will be made only against
deposit of tendered Notes and delivery of all other required documents.

Delivery of Consents

          Holders may not deliver Consents without tendering the related
Notes. The valid tender of Notes will constitute the giving of Consent with
respect to such Notes. Accordingly, any Holder desiring to Consent to the
Proposed Amendments must validly tender (and not validly withdraw) such
Holder's Notes by complying with the procedures for tendering Notes set forth
in this Statement and the accompanying Consent and Letter of Transmittal.

Tender of Notes Held in Physical Form

          For a Holder to validly tender Notes held in physical form pursuant
to the Offer, a properly completed and duly executed Consent and Letter of
Transmittal (or a facsimile thereof), together with any signature guarantees,
or,


                                      10
<PAGE>

in the case of a book-entry transfer, an Agent's Message, and any other
documents required by the instructions to the Consent and Letter of
Transmittal, must be received by the Depositary at one of its addresses set
forth on the back cover of this Statement and certificates for tendered Notes
must be received by the Depositary at any of such addresses (or delivery of
Notes may be effected pursuant to the procedures for book-entry transfer
described below and a confirmation of such book-entry transfer must be
received by the Depositary) on or prior to the Expiration Date.

          If the certificates for Notes are registered in the name of a person
other than the signer of a Consent and Letter of Transmittal, then, in order
to tender such Notes pursuant to the Offer, the certificates evidencing such
Notes must be endorsed or accompanied by appropriate bond powers signed
exactly as the name or names of such Holder or Holders appear on the
certificates, with the signature(s) on the certificates or bond powers
guaranteed as provided below.

Tender of Notes Held Through A Custodian

          Any beneficial owner whose Notes are registered in the name of a
broker, dealer, commercial bank, trust company or other nominee and who wish
to tender their Notes (and thereby deliver Consents) should contact such
registered Holder promptly and instruct such Holder to tender their Notes on
such beneficial owner's behalf. If such beneficial owner wishes to tender such
Notes himself, such beneficial owner must, prior to completing and executing
the Consent and Letter of Transmittal and delivering such Notes, either make
appropriate arrangements to register ownership of the Notes in such beneficial
owner's name or follow the procedures described in the immediately preceding
paragraph. The transfer of record ownership may take considerable time.

Tender of Notes Held Through DTC

          To effectively tender Notes that are held through DTC, DTC
participants should, instead of physically completing and signing the Consent
and Letter of Transmittal, electronically transmit their acceptance through
the DTC Automated Tender Program ("ATOP"), for which the transaction will be
eligible, and DTC will then edit and verify the acceptance and send an Agent's
Message to the Depositary for its acceptance. Delivery of tendered Notes must
be made to the Depositary pursuant to the book-entry delivery procedures set
forth herein and in the Consent and Letter of Transmittal. To tender Notes
(and thereby deliver Consents) through ATOP, the electronic instructions sent
to DTC and transmitted by DTC to the Depositary must contain the character by
which the DTC participant acknowledges its receipt of and agrees to be bound
by the Consent and Letter of Transmittal.

          The term "Agent's Message" means a message transmitted by DTC to,
and receivable by, the Depositary and forming a part of the Book-Entry
Confirmation, which states that DTC has received an express acknowledgment
from the participant in DTC described in such Agent's Message, stating the
aggregate principal amount of the Notes that have been tendered by such
participant pursuant to the Offer and that such participant has received the
Offer and agrees to be bound by the terms of the Offer and that Airborne may
enforce such agreement against such participant.

Signature Guarantees

          No signature guarantee is required if (i) the Consent and Letter of
Transmittal is signed by the registered Holder (which term includes any
participant in DTC whose name appears on a security position listing as the
owner of the Notes) of the Notes tendered therewith and payment of the Tender
Offer Consideration is to be made, or if any Notes for principal amounts not
tendered or not accepted for purchase are to be issued, directly to such
Holder (or, if tendered by a participant in DTC, any Notes for principal
amounts not tendered or not accepted for purchase are to be credited to such
participant's account) and neither the "Special Issuance Instructions" box nor
the "Special Delivery Instructions" box on the Consent and Letter of
Transmittal has been completed or (ii) such Notes are tendered (and Consents
thereby delivered) for the account of any institution that is an Eligible
Institution (as defined below). In all other cases, all signatures on Consents
and Letters of Transmittal and endorsements on certificates, signatures on
bond powers and consent proxies (if any) accompanying Notes must be guaranteed
by a financial institution (including most commercial banks, savings and loan
associations and brokerage houses) that is a participant in the Security
Transfer Agents Medallion Program, the New York Stock Exchange Medallion
Signature Guarantee Program or the Stock Exchange Medallion Program (each of
the foregoing being referred to as an "Eligible Institution"). If the Notes
are registered in the name of a person other than the signer of the Consent
and



                                      11
<PAGE>

Letter of Transmittal or if Notes not accepted for purchase or not
tendered are to be returned to a person other than the registered Holder, then
the signatures on the Consents and Letters of Transmittal accompanying the
tendered Notes must be guaranteed as described above.

Book-Entry Transfer

          The Depositary will establish an account with respect to each of the
Notes at DTC for purposes of the Offer within two business days after the date
of this Statement, and any financial institution that is a participant in DTC
may make book-entry delivery of the Notes by causing DTC to transfer such
Notes into the Depositary's account in accordance with DTC's procedures for
such transfer. However, although delivery of Notes may be effected through
book-entry transfer into the Depositary's account at DTC, an Agent's Message
in connection with a book-entry transfer and any other required documents
must, in any case, be transmitted to and received by the Depositary at one or
more of its addresses set forth on the back cover of this Statement on or
prior to the Expiration Date. The confirmation of a book-entry transfer into
the Depositary's account at DTC as described above is referred to herein as a
"Book-Entry Confirmation." Delivery of documents to DTC does not constitute
delivery to the Depositary.

Lost or Missing Certificates

          If a Holder desires to tender Notes pursuant to the Offer, but the
certificates evidencing such Notes have been mutilated, lost, stolen or
destroyed, such Holder should write to or telephone the Trustee for the Notes
at the following address or telephone number about procedures for obtaining
replacement certificates for such Notes, arranging for indemnification or any
other matter that requires handling by the Trustee:

                             The Bank of New York
                        Corporate Trust Administration
                         101 Barclay Street, Floor 8W
                           New York, New York 10286
                           Telephone: (212) 815-6331

Transfers of Ownership of Tendered Notes

          Holders may not transfer record ownership of any Notes validly
tendered into the Offer and not properly withdrawn. Beneficial ownership in
tendered Notes may be transferred by the Holder by delivering to the
Depositary at one of its addresses set forth on the back cover of this
Statement an executed Consent and Letter of Transmittal identifying the name
of the person who deposited the Notes to be transferred and completing the
Special Issuance Instructions box with the name of the transferee (or, if
tendered by book-entry transfer, the name of the DTC participant on the
security position listing as the transferee of such Notes) and the principal
amount of the Notes to be transferred. If certificates have been delivered or
otherwise identified (through a Book-Entry Confirmation with respect to such
Notes) to the Depositary, the name of the Holder who deposited the Notes, the
name of the transferee and the certificate numbers relating to such Notes
should also be provided in the Consent and Letter of Transmittal. A person who
succeeds to the beneficial ownership of tendered Notes pursuant to the
procedures set forth herein, will be entitled to receive the Repurchase Price
and the Consent Payments if the Notes are accepted for purchase or to receipt
of the tendered Notes if the Offer is terminated.

No Guaranteed Delivery

          There are no guaranteed delivery provisions provided for by Airborne
in conjunction with the Offer under the terms of this Statement or any other
of the offer materials. Holders must tender their Notes in accordance with the
procedures set forth under "Procedures for Tendering Notes and Delivering
Consents."


                                      12
<PAGE>


Other Matters

          Notwithstanding any other provision of the Offer, payment of the
Tender Offer Consideration in exchange for Notes tendered and accepted for
purchase pursuant to the Offer will occur only after timely receipt by the
Depositary of the tendered Notes (or a Book-Entry Confirmation with respect to
such Notes), together with a properly completed and duly executed Consent and
Letter of Transmittal in proper form (or a manually signed facsimile thereof)
with any required signature guarantees (or, in the case of a book-entry
transfer, an Agent's Message) and any other required documents.

          Tenders of Notes pursuant to the procedures described above, and
acceptance thereof by Airborne, will constitute a binding agreement between
the tendering Holder and Airborne upon the terms and subject to the conditions
of the Offer.

          All questions as to the form of all documents and the validity
(including time of receipt), eligibility and acceptance of all tenders of
Notes (and related delivery of Consents) will be determined by Airborne, in
its sole discretion, the determination of which shall be final and binding.
Alternative, conditional or contingent tenders will not be considered valid.
Airborne reserves the absolute right to reject any or all tenders of Notes
that are not in proper form or the acceptance of which would, in Airborne's
opinion, be unlawful. Airborne also reserves the right to waive any defects,
irregularities or conditions of tender as to particular Notes. Airborne's
interpretations of the terms and conditions of the Offer (including the
instructions in the Consent and Letter of Transmittal) will be final and
binding. Any defect or irregularity in connection with tenders of Notes must
be cured within such time as Airborne determines, unless waived by Airborne.
Tenders of Notes (and delivery of the related Consents ) shall not be deemed
to have been made until all defects and irregularities have been waived by
Airborne or cured. None of Airborne, the Dealer Manager, the Depositary, the
Information Agent or any other person will be under any duty to give notice of
any defects or irregularities in tenders of Notes, or will incur any liability
to Holders for failure to give any such notice.

Backup Withholding

          To prevent backup United States federal income tax withholding, each
tendering Holder of Notes must provide the Depositary with such Holder's
correct taxpayer identification number and certify that such Holder is not
subject to backup United States federal income tax withholding by completing
the Internal Revenue Service Form W-9 ( "Form W-9") included in the Consent
and Letter of Transmittal, or other acceptable substitute form, or an
applicable Internal Revenue Service Form W-8 ("Form W-8") or acceptable
substitute form, if such Holder is a non-U.S. Holder. A Form W-8 can be
obtained from the Depositary. For discussion of United States federal income
tax considerations relating to backup withholding, see "Certain United States
Federal Income Tax Considerations."

Effect of Consent and Letter of Transmittal

          Subject to and effective upon acceptance for purchase of the Notes
tendered thereby, by executing and delivering a Consent and Letter of
Transmittal a tendering Holder of Notes (i) irrevocably sells, assigns and
transfers to Airborne all right, title and interest in and to all the Notes
tendered thereby, (ii) waives any and all rights with respect to the Notes
(including any existing or past defaults and their consequences in respect of
the Notes, the Indenture and the Registration Rights Agreement), (iii)
releases and discharges Airborne from any and all claims such Holder may have
now, or may have in the future arising out of, or related to, the Notes
(including any claims that such Holder is entitled to receive additional
principal or interest payments with respect to the Notes or to participate in
any redemption or defeasance of the Notes), (iv) irrevocably constitutes and
appoints the Depositary the true and lawful agent and attorney-in-fact of such
Holder with respect to any such tendered Notes, with full power of
substitution and re-substitution (such power of attorney being deemed to be an
irrevocable power coupled with an interest) to (a) deliver certificates
representing such Notes, or transfer ownership of such Notes on the account
books maintained by DTC, together, in any such case, with all accompanying
evidences of transfer and authenticity, to Airborne, (b) present such Notes
for transfer on the relevant security register and (c) receive all benefits or
otherwise exercise all rights of beneficial ownership over such Notes (except
that the Depositary will have no rights to, or control over, funds from
Airborne, except as agent for Airborne, for the Tender Offer Consideration for
any tendered Notes that are purchased by Airborne) and (v) delivers such
Holder's Consent to the Proposed Amendments, all in accordance with the terms
of the Offer.


                                      13
<PAGE>

WITHDRAWAL OF TENDERS AND REVOCATION OF CONSENTS; ABSENCE OF APPRAISAL RIGHTS

          Tenders of Notes made prior to the Expiration Date may be properly
withdrawn at any time prior to the Expiration Date but not thereafter, unless
otherwise required by law. A valid withdrawal of tendered Notes effected prior
to the Expiration Date will constitute the concurrent valid revocation of such
Holder's related Consent. A Consent cannot be revoked without a valid
withdrawal of the related Notes. Accordingly, a purported revocation of a
Consent without a concurrent valid withdrawal of the related Notes will not
render the tender of the Notes or the related Consent defective. For a
withdrawal of Notes to be proper, a Holder must comply fully with the
withdrawal procedures set forth below.

          Holders who wish to exercise their right to withdrawal with respect
to the Offer must give written notice of withdrawal delivered by mail, hand
delivery of facsimile transmission (or an electronic ATOP transmission notice
of withdrawal in the case of DTC participants), which notice must be received
by the Depositary at one of its addresses set forth on the back cover of this
Statement prior to the Expiration Date. In order to be valid, a notice of
withdrawal must (i) specify the name of the person who tendered the Notes to
be withdrawn, (ii) state the name in which the Notes are registered (or, if
tendered by book-entry transfer, the name of the DTC participant whose name
appears on the security position listing as the owner of such Notes), if
different than that of the person who tendered the Notes to be withdrawn,
(iii) contain the description of the Notes to be withdrawn and identify the
certificate number or numbers shown on the particular certificates evidencing
such Notes (unless such Notes were tendered by book-entry transfer) and the
aggregate principal amount represented by such Notes and (iv) be signed by the
Holder of such Notes in the same manner as the original signature on the
Consent and Letter of Transmittal by which such Notes were tendered (including
any required signature guarantees), if any, or be accompanied by (x) documents
of transfer sufficient to have the Trustee register the transfer of the Notes
into the name of the person withdrawing such Notes and (y) a properly
completed irrevocable proxy that authorized such person to effect such
revocation on behalf of such Holder. If the Notes to be withdrawn have been
delivered or otherwise identified to the Depositary, a signed notice of
withdrawal is effective immediately upon written or facsimile notice of
withdrawal even if physical release is not yet effected. Any Notes properly
withdrawn will be deemed to be not validly tendered for purposes of the Offer
and will constitute the concurrent valid revocation of such Holder's Consent.

          Withdrawal of Notes (and the accompanying revocation of Consents)
can only be accomplished in accordance with the foregoing procedures.

          Notes properly withdrawn may thereafter be re-tendered (and Consents
thereby re-given) at any time prior to the Expiration Date by following the
procedures described under "Procedures for Tendering Notes and Delivering
Consents."

          All questions as to the form and validity (including time of
receipt) of any notice of withdrawal of a tender will be determined by
Airborne, in its sole discretion, which determination shall be final and
binding. None of Airborne, the Depositary, the Dealer Manager, the Information
Agent or any other person will be under any duty to give notification of any
defect or irregularity in any notice of withdrawal of a tender or incur any
liability for failure to give any such notification.

          The Notes are obligations of Airborne and are governed by the
Indenture. There are no appraisal or other similar statutory rights available
to Holders in connection with the Offer.

          CERTAIN SIGNIFICANT CONSEQUENCES TO NON-TENDERING HOLDERS

          In deciding whether to participate in the Offer, each Holder should
consider carefully, in addition to the other information contained in this
Statement, the following:

          i) Limited Trading Market

          The Notes are not listed on any securities exchange or reported on a
national quotation system, although they have been eligible to trade on the
PORTAL(TM) Market of the National Association of Securities Dealers, Inc.


                                      14
<PAGE>

To the knowledge of Airborne, the trading volumes for the Notes are generally
low. To the extent that Notes are tendered and accepted in the Offer, the
trading market for Notes may become even more limited. A bid for a debt
security with a smaller outstanding principal amount available for trading (a
smaller "float") may be lower than a bid for a comparable debt security with a
greater float. Therefore, the market price for Notes not tendered or tendered
but not purchased may be affected adversely to the extent that the number of
Notes purchased pursuant to the Offer reduces the float. The reduced float may
also tend to make the trading price more volatile. Holders of unpurchased
Notes may attempt to obtain quotations for the Notes from their brokers;
however, there can be no assurance that an active trading market will exist
for the Notes following the Offer. The extent of the public market for the
Notes following consummation of the Offer would depend upon the number of
Holders remaining at such time and the interest in maintaining a market in the
Notes on the part of securities firms and other factors.

          ii) Limited Information Concerning Airborne

          Following the consummation of the Merger, the registration of
Airborne's common stock under the Exchange Act was terminated and the shares
were delisted from the New York Stock Exchange and the Pacific Coast Stock
Exchange. Airborne intends to apply to terminate the registration of the Notes
under the Exchange Act promptly after the Acceptance Date. Under the
Indenture, as currently in effect, if Airborne were to cease to be subject to
the reporting requirements of the Exchange Act, Airborne still would be
obligated to furnish to the Trustee certain financial information and reports
that Airborne would be obligated to file with the SEC if Airborne were
required to file such information and reports. Such obligation, however, will
be eliminated if the Requisite Consents are received and the Proposed
Amendments become operative. This lack of information may adversely affect the
liquidity and trading prices of the Notes.

          iii) Effect of the Proposed Amendments

          If the Proposed Amendments become operative, the Notes that are not
tendered and purchased pursuant to the Offer will remain outstanding and will
be subject to the terms of the Indenture pursuant to which such Notes were
issued as modified by the Second Supplemental Indenture. In addition, as a
result of the adoption of the Proposed Amendment, material covenants will be
eliminated from both the Indenture and the Registration Rights Agreement and
Holders of unpurchased Notes will no longer be entitled to the benefits of
such covenants and related provisions. The approval of these Proposed
Amendments will permit Airborne to take other actions that could be materially
adverse to the Holders and could negatively impact the price at which the
outstanding Notes may trade. See "Description of the Proposed Amendments."

          iv) Redemption or Repurchase of Notes

          Airborne has the right to redeem the Notes prior to maturity at any
time on or after April 1, 2005. Although the Notes that remain outstanding
after the Offer are redeemable by us at our option in accordance with the
terms set forth in the Indenture, and we reserve the right, in our sole
discretion, from time to time to purchase any Notes that remain outstanding
through open market or privately negotiated transactions, one or more
additional tender or exchange offers or otherwise, we are under no obligation
to do so.

          v) Tax Considerations

          See "Certain United States Federal Income Tax Considerations" for a
discussion of certain tax matters that should be considered in evaluating the
Offer.

                    DESCRIPTION OF THE PROPOSED AMENDMENTS

Amendments to the Indenture

         Set forth below is a description of the Proposed Amendments to the
Indenture for which Consents are being solicited. The summary does not purport
to be complete and is subject to, and qualified in its entirety by reference
to, the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"),
and to all of the provisions of the Indenture, including the definitions of
certain terms therein and those terms made a part of the Indenture by


                                      15
<PAGE>

reference to the Trust Indenture Act. The capitalized terms used in this
section of this Statement and not otherwise defined shall have the meanings
ascribed to them in the Indenture.

          The Proposed Amendments would delete in their entirety the following
sections (including any references to defined terms contained therein) of the
Indenture:

          Section 5.1(3) - Events of Default - Section 5.1(3) makes Airborne's
failure to comply with the Section 14.3 (Notices; Method of Exercising
Repurchase Right, Etc) an Event of Default.

          Section 5.1(4) - Events of Default - Section 5.1(4) makes Airborne's
or the Guarantors' default of their covenants under the Indenture and their
inability to cure such default within 60 days after written notice has been
given to Airborne by the Trustee or to Airborne and the Trustee by the Holders
of at least 25% of in the principal amount of the outstanding Notes an Event
of Default.

          Section 5.1(5) - Events of Default - Section 5.1(5) makes Airborne's
failure to pay when due or the acceleration of indebtedness in an aggregate
principal amount of at least $10 million an Event of Default.

          Section 10.7 - Registration and Listing - Section 10.7 requires
Airborne to effect all registrations with, and obtain all approvals from, all
governmental authorities that may be necessary under any United States Federal
or state law before the shares of common stock issuable upon conversion of
Securities are issued and delivered, and qualified or listed as contemplated
in the Registration Rights Agreement.

          Section 10.11 - Registration Right - Section 10.11 requires Airborne
to, among other things, use its best efforts to keep effective the Shelf
Registration Statement until two years after the date the Shelf Registration
Statement is declared effective or, if earlier, until there are no outstanding
registered Notes.

          Article XIV - Repurchase of Securities at the Option of the Holder
Upon Change in Control - Article XIV gives Holders a right to require Airborne
to repurchase the Notes or any portion of the principal amount thereof for
100% of the principal amount plus accrued and unpaid interest to but excluding
the repurchase date if a Change in Control (as defined therein) occurs.
Section 14.3 therein requires Airborne or in certain cases, the Trustee to
give notice to all Holders of the occurrence of a Change in Control in a
manner provided for in Section 1.6.

          The Proposed Amendments would also amend and restate Section 15.4 of
the Indenture, which requires Airborne to furnish to the Trustee certain
financial information and reports that Airborne is required to file with the
SEC pursuant to Section 13 and 15(c) of the Exchange Act, to provide that
Airborne will only furnish to the Trustee such information and reports as is
required under the Trust Indenture Act at the times and in the manner provided
pursuant to such Act.

Amendments to the Registration Rights Agreement

          Set forth below is a description of the Proposed Amendments to the
Registration Rights Agreement for which Consents are being solicited. This
description is qualified by reference to the full provisions of the
Registration Rights Agreement. The capitalized terms used in this section of
this Statement and not otherwise defined shall have the meanings ascribed to
them in the Registration Rights Agreement.

          The Proposed Amendments to the Registration Rights Agreement would
delete in their entirety the following sections (including any references to
defined terms contained therein) of the Registration Rights Agreement:

          Section 2 - Shelf Registration - Section 2 requires, among other
things, that Airborne and the Guarantors (as defined in the Indenture) (i)
keep a Shelf Registration Statement effective until the earliest of the sale
of any registered Notes, the expiration of a period referred to in Rule 144(k)
under the Securities Act of 1933 or two years from the effective date of the
Shelf Registration Statement; (ii) take any necessary action to enable a
Holder to use the Prospectus; and (iii) if at any time the Notes are
convertible into securities other than Airborne's common stock,


                                      16
<PAGE>

to cause or to cause any successor under the Indenture to cause, such
securities to be included in the Shelf Registration Statement no later than
the date on which the Notes may then be convertible into such securities.

          Section 3 - Registration Procedures - Section 3 requires, among
other things, that (i) Airborne mails a Notice and Questionnaire to Holders
after the effective date of the Shelf Registration Statement and (ii) Airborne
is required upon request by Holders who elected to be named selling security
holders in the Shelf Registration Statement to furnish to each such Holder
copies of the Prospectus included in the Shelf Registration Statement and all
post-effective amendments, including financial statements and schedules and
all other documents or exhibits that are filed with the SEC or incorporated by
reference in the Shelf Registration Statement.

          Section 4 - Registration Expenses - Section 4 provides that Airborne
will bear all fees and expenses incurred in connection with the performance of
the registration requirements, including reimbursing certain Holders for the
reasonable fees and disbursements of a single counsel elected by 25% of the
Notes covered by the Shelf Registration Statement.

          Section 6 - Underwritten Offering - Section 6 allows Holders of
registered Notes representing 33 1/3% of the registered Notes covered by the
Shelf Registration Statement to request an underwritten offering of at least
$33,000,000 subject to certain conditions. Airborne must then give notice to
all registered Holders that they have an opportunity to participate in an
underwritten offering.

          Section 7 - Liquidated Damages - Section 7 provides, among other
things, for additional interest referred to as "liquidated damages" to accrue
on the Notes if a Shelf Registration Statement has not been filed on or prior
to 90 days or become effective on or prior to 180 days. In addition, the
interest rate on all the Notes will increase by an additional 0.5% per annum
if (i) the Shelf Registration Statement ceases to be effective or Airborne
otherwise prevents or restrict Holders of registered Notes from making sales
under the Shelf Registration Statement for more than 30 days, whether or not
consecutive, during any 90 day period; or (ii) the Shelf Registration
Statement ceases to be effective or Airborne otherwise prevents or restrict
Holders of registered Notes from making sales under the Shelf Registration
Statement for more than 90 days, whether or not consecutive, during any 365
day period.

          The Proposed Amendments would also make certain other changes in the
Indenture and the Registration Rights Agreement of a technical or conforming
nature, including the deletion of certain definitions and the elimination of
certain cross-references. For example, any references to Liquidated Damages in
the Indenture would be deleted by virtue of its deletion in the Registration
Rights Agreement.

          The foregoing information to this Statement is qualified in its
entirety by reference to the Registration Rights Agreement and the Indenture,
including the form of the Second Supplemental Indenture and Registration
Rights Amendment, copies of which can be obtained without charge from
Airborne.

         In order for the Proposed Amendments to be adopted, Airborne requires
the consent of Holders representing a majority in aggregate principal amount
of the Notes not owned by Airborne or any of its affiliates or subsidiaries
(such amount being referred to as, the "Requisite Consents"). Upon receipt of
the Requisite Consents, Airborne intends to (i) enter into, and to use its
reasonable best efforts to cause the Trustee and any other relevant parties to
enter into, the Second Supplemental Indenture and (ii) execute the
Registration Rights Amendment, which together provide for the Proposed
Amendments. The Second Supplemental Indenture and the Registration Rights
Amendment will become effective upon execution, but will provide that the
Proposed Amendments will not become operative until the Acceptance Date. If
the Offer is terminated or withdrawn, or the Notes are not accepted for
purchase for any reason, the Second Supplemental Indenture and the
Registration Rights Amendment will not become operative. If the Proposed
Amendments become operative, the Holders of Notes that are not tendered in the
Offer will be bound thereby, notwithstanding the fact that they did not
consent to the Proposed Amendments.

            MARKET PRICE INFORMATION FOR THE ABX AIR COMMON STOCK

          Each $1,000 aggregate principal amount of Notes is convertible into
$908.65 plus 42.7599 shares of ABX Air's common stock (with cash being paid in
lieu of fractional shares). Under the terms of the Indenture, Holders may
continue to present their Notes for conversion to the Corporate Trust
Administration, The Bank of New York, 101 Barclay Street, Floor 8W, New York,
New York 10286. ABX Air's common stock is registered with the Securities and
Exchange Commission and traded on the OTC Bulletin Board under the symbol
"ABXA." However,


                                      17
<PAGE>

the common stock has only been trading for a few months and the volume of
trading in the common stock is small, with a daily average trading volume
under 1% of the total number of shares outstanding. Since the common stock of
ABX Air started to trade, the high and low closing prices have been $3.30 and
$0.60, respectively. On October 14, 2003, the closing price of a share of ABX
Air common stock, as reported on OTC Bulleting Board, was $3.30.

            CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

          The following discussion summarizes certain United States federal
income tax considerations relating to the Offer that may be relevant to U.S.
and non-U.S. Holders (each as defined below). The following discussion does
not purport to be a full description of all United States federal income tax
consequences of the Offer and does not address any other taxes that might be
applicable to a Holder of the Notes, such as tax consequences arising under
the tax laws of any state, locality or foreign jurisdiction or other
consequences, such as estate or gift tax consequences. Further, this
discussion does not address all aspects of United States federal income
taxation that may be relevant to particular Holders of Notes in light of their
personal circumstances and does not deal with persons that are subject to
special tax rules, such as dealers in securities, traders that elect to mark
to market their securities, regulated investment companies, real estate
investment trusts, financial institutions, insurance companies, tax-exempt
entities, persons holding the Notes as part of a hedging or conversion
transaction, a straddle or a constructive sale and persons whose functional
currency is not the United States dollar. The discussion below assumes that
the Notes are held as capital assets within the meaning of Section 1221 of the
Internal Revenue Code.

          The discussion of the United States federal income tax
considerations below is based on currently existing provisions of the Internal
Revenue Code of 1986, as amended, the applicable United States Treasury
Regulations promulgated and proposed under the Internal Revenue Code, judicial
decisions and administrative interpretations, all of which are subject to
change, possibly on a retroactive basis. Because individual circumstances may
differ you are strongly urged to consult your tax advisor with respect to your
particular tax situation and the particular tax effects of any state, local,
non-United States or other tax laws and possible changes in the tax laws.

          As used herein, a U.S. Holder means a beneficial owner of a Note who
is, for United States federal income tax purposes:

     o    a citizen or resident of the United States;

     o    a corporation created or organized in or under the laws of the
          United States or of any political subdivision thereof;

     o    an estate the income of which is subject to United States federal
          income taxation regardless of its source; or

     o    a trust if (1) it is subject to the primary supervision of a court
          within the United States and one or more United States persons have
          the authority to control all substantial decisions of the trust, or
          (2) it has a valid election in effect under applicable United States
          Treasury Regulations to be treated as a United States person.

          As used herein, a non-U.S. Holder means a beneficial owner of a Note
who is not a U.S. Holder other than a partnership.

          If a partnership holds Notes, the tax treatment of a partner will
generally depend upon the status of the partner and the activities of the
partnership. A Holder that is a partner of a partnership tendering Notes
should consult its tax advisor.

          THE FOLLOWING DISCUSSION IS FOR GENERAL INFORMATION ONLY AND IS NOT
TAX ADVICE. ACCORDINGLY, YOU SHOULD CONSULT YOUR TAX ADVISOR AS TO THE
PARTICULAR TAX CONSEQUENCES TO YOU OF TENDERING YOUR NOTES PURSUANT TO THE
OFFER, INCLUDING THE APPLICABILITY AND EFFECT OF ANY STATE, LOCAL OR
NON-UNITED STATES TAX LAWS AND ANY RECENT OR PROSPECTIVE CHANGES IN APPLICABLE
TAX LAWS.


                                      18
<PAGE>

Tax Considerations for U.S. Holders

          Sale of Notes Pursuant to the Offer. A U.S. Holder who receives cash
for Notes pursuant to the Offer will recognize gain or loss equal to the
difference between (i) the amount of cash received (excluding amounts
attributable to accrued but unpaid interest) and (ii) the U.S. Holder's
adjusted tax basis in the Notes sold. A U.S. Holder's adjusted tax basis
generally will be the original cost of the Notes increased by all market
discount (see explanation below) included in the U.S. Holder's gross income
and decreased by any payments received on the Notes, other than payments of
stated interest, and by any amortizable bond premium (the excess of a U.S.
Holder's initial tax basis in the Notes over the principal amount payable at
maturity) which the U.S. Holder has previously deducted from income. Subject
to the market discount rules discussed below, such gain or loss generally will
be long-term capital gain or loss if the Notes have been held for more than
one year. For certain noncorporate Holders (including individuals), net
long-term capital gain, if in excess of net short-term capital losses, will be
subject to tax at a reduced rate. To the extent that the amount paid for the
Notes is attributable to accrued but unpaid interest, it will constitute
ordinary income to the Holder unless previously included in income.

          A U.S. Holder who acquired a Note at a "market discount" (subject to
a statutorily-defined de minimis exception) generally will be required to
treat any gain on the sale thereof pursuant to the Offer as ordinary income
rather than capital gain to the extent of the accrued market discount (on a
straight line basis, or, at the election of the holder, on a constant interest
basis), unless an election was made to include market discount in income as it
accrued for United States federal income tax purposes. Market discount at the
time a Note is purchased (other than in the initial offering of the Notes)
generally equals the excess of the principal amount of the Note over a
Holder's initial tax basis in the Note.

          Treatment of Non-Tendering U.S. Holders. The tax treatment of a U.S.
Holder that does not tender its Notes will depend upon whether the
modification to the Notes results in a "deemed" exchange of such Notes for
United States federal income tax purposes. Generally, the modification of a
debt instrument will be treated as a "deemed" exchange of an old debt
instrument for a new debt instrument if such modification is "significant"
within the meaning of the United States Treasury Regulations promulgated under
Section 1001 of the Internal Revenue Code. A modification is "significant" if,
based on all the facts and circumstances, the legal rights and obligations
that are altered and the degree to which they are altered are economically
significant, provided that a modification that adds, deletes, or alters
customary accounting or financial covenants is not a "signification
modification." Airborne believes that the adoption of the Proposed Amendments
should not constitute a "significant modification" to the terms of the Notes.
In this case, a U.S. Holder who does not tender the Notes pursuant to the
Offer would not recognize any gain or loss even if the Proposed Amendments
were to become effective.

          The law is unclear, however, and the Internal Revenue Service could
assert that the modifications to the terms of the Notes are significant. If
this assertion were successful, then, a U.S. Holder that does not tender its
Notes would be treated as having exchanged the Notes for new Notes and such
deemed exchange may be taxable to the Holder.

Tax Considerations for Non-U.S. Holders

          Sale of Notes Pursuant to the Offer. A non-U.S. Holder generally
will not be subject to United States federal income tax on gain realized on
the sale of a Note pursuant to the Offer unless the non-U.S. Holder is an
individual who is present in the United States for 183 days or more in the
taxable year of the disposition, and other applicable conditions are met, or
the gain is effectively connected with the conduct by the non-U.S. Holder of a
trade or business in the United States (and if a treaty applies, the gain is
generally attributable to the U.S. permanent establishment maintained by such
non-U.S. Holder).

          Treatment of Non-Tendering Non-U.S. Holders. If the Proposed
Amendments become effective it is possible that the non-U.S. Holders may be
treated as recognizing income for United States federal income tax purposes
from the receipt of interest or gain as a result of a "deemed" exchange of
their Notes. (See "-- Tax Considerations for U.S. Holders -- Treatment of
Non-Tendering U.S. Holders" above.) In such event, the discussion in "-- Tax
Considerations for Non-U.S. Holders -- Sale of Notes Pursuant to the Offer"
above shall apply to any gain. Any amounts attributable to interest may be
subject to United States federal income withholding

                                      19
<PAGE>

tax unless certain conditions are satisfied and the non-U.S. Holder provides
an applicable Form W-8, or an appropriate substitute form, to certify as to
its non-U.S. status.

Information Reporting and Backup Withholding

          A U.S. Holder may be subject to information reporting and backup
withholding with respect to the amounts received pursuant to the Offer unless
such U.S. Holder (i) is a corporation or other exempt recipient and, when
required, establishes this exemption or (ii) provides his or her correct
taxpayer identification number (which, in the case of an individual, is his or
her social security number), certifies that he or she is not currently subject
to backup withholding and otherwise complies with applicable requirements of
the information reporting and backup withholding rules. A U.S. Holder can
satisfy these requirements by completing and submitting the Form W-9 that is
included in the Consent and Letter of Transmittal. A U.S. Holder who does not
provide his or her correct taxpayer identification number may be subject to
penalties imposed by the Internal Revenue Service. Any amount withheld under
these rules will be creditable against the U.S. Holder's United States federal
income tax liability, and if withholding results in an overpayment of taxes,
the U.S. Holder may apply for a refund from the Internal Revenue Service.

          Information reporting and backup withholding may apply to payments
of the Tender Offer Consideration to non-U.S. Holders that fail to certify
their exempt status by properly completing an applicable Form W-8 or an
appropriate substitute form.


                                      20
<PAGE>


                      CHANGE IN CONTROL NOTICE AND OFFER

Notice of Change in Control; Change in Control Offer

          Effective August 15, 2003, Atlantis Acquisition Corporation, a
Delaware corporation and an indirect wholly owned subsidiary of DHL, was
merged with and into Airborne (the "Merger"). As a result of the Merger,
Airborne became an indirect wholly owned subsidiary of DHL. Capitalized terms
that are used in this section of this Statement but not defined herein shall
have the meaning assigned to such terms in the Indenture. The Merger
constitutes a Change in Control under the Indenture. A "Change in Control" is
defined in the Indenture to mean, subject to certain exceptions:

     i)   the acquisition by any person (including any syndicate or group
          deemed to be a "person" under Section 13(d)(3) of the Exchange Act)
          of beneficial ownership, directly or indirectly, through a purchase,
          merger or other acquisition transaction or series of transactions,
          of shares of capital stock of Airborne entitling such person to
          exercise 50% or more of the total voting power of all shares of
          capital stock of Airborne entitled to vote generally in the
          elections of directors, other than any such acquisition by Airborne,
          any subsidiary of Airborne or any employee benefit plan of Airborne;
          or

     ii)  any consolidation of Airborne with, or merger of Airborne into, any
          other person, any merger of another person into Airborne, or any
          conveyance, sale, transfer or lease of all or substantially all of
          the assets of Airborne to another person (other than (a) any such
          transaction (x) that does not result in any reclassification,
          conversion, exchange or cancellation of outstanding shares of
          capital stock of Airborne and (y) pursuant to which the holders of
          50% or more of the total voting power of all shares of Airborne's
          capital stock entitled to vote generally in the election of
          directors immediately prior to such transaction have the entitlement
          to exercise, directly or indirectly, 50% or more of the total voting
          power of all shares of capital stock entitled to vote generally in
          the election of directors of the continuing or surviving corporation
          immediately after such transaction or (b) any transaction which is
          effected solely to change the jurisdiction of incorporation of
          Airborne and results in a reclassification, conversion or exchange
          of outstanding shares of common stock into solely shares of common
          stock).

          Under Article 14 of the Indenture, Airborne is required to give
Holders notice of the Change in Control and each Holder has the right to
require Airborne to repurchase all of its Notes or any portion thereof (in
multiples of U.S. $1,000) at a purchase price equal to 100% of the principal
amount of Notes to be repurchased plus accrued but unpaid interest, subject to
applicable withholding taxes.

          Accordingly, Airborne hereby gives each Holder notice of the Change
in Control and offers (the "Change in Control Offer") to purchase all Notes
for 100% of their aggregate principal amount, plus accrued but unpaid
interest. Notes tendered into the Change in Control Offer will not be tendered
into the Offer described above, and Notes tendered into the Offer will not be
tendered into the Change in Control Offer. The procedures for tendering into
each of the offers to purchase are separate. Notes tendered into both the
Offer and the Change in Control Offer will be purchased by Airborne pursuant
to the Change in Control Offer, which terminates first.

          Holders who do not tender their Notes for purchase pursuant to the
Change in Control Offer will continue to hold Notes pursuant to the terms of
the Indenture (unless such Notes are tendered into, and accepted for purchase
by Airborne under, the Offer). The Notes will continue to be obligations
solely of Airborne, and will not be obligations of, or guaranteed by, DHL or
any of its affiliates. While it is currently anticipated that Airborne will
continue to operate as an indirect wholly owned subsidiary of DHL, neither DHL
nor any of its affiliates is under any obligation to provide any financial or
other support to Airborne and neither DHL nor any of its affiliates currently
intends to provide any such support to Airborne. The Indenture does not
contain any limitation on the ability of Airborne to incur additional
indebtedness and gives Airborne the right to redeem the Notes at any time on
or after April 1, 2005. Holders of Notes that are not tendered pursuant to the
Change in Control Offer will not have the right after November 14, 2003, to
exercise their Change in Control rights in respect of such Notes in connection
with the Merger.


                                      21
<PAGE>

          Holders who do not tender their Notes for purchase pursuant to the
Change in Control Offer will continue to have the right, during the period the
Notes are convertible as specified in Section 12.11 of the Indenture, to
convert their Notes, except that, under the terms of the Indenture, the Notes
will be convertible only into the merger consideration paid to the
shareholders of Airborne in connection with the Merger (which, based on the
pre-Merger conversion rate, means each $1,000 principal amount of Notes is
currently convertible into $908.65 and 42.7599 shares of ABX Air's common
stock). On October 14, 2003, the closing price of a share of ABX Air common
stock, as reported on the OTC Bulletin Board, was $3.30. For information on
the recent stock price of ABX Air common stock, see "Market Price Information
for ABX Air Common Stock." For additional information on ABX Air, see their
website at http://www.abxair.com and their filings with the U.S. Securities
and Exchange Commission (the "SEC"), which available to the public at the
SEC's website at http://www.sec.gov.

          The Notes purchased in the Change in Control Offer will cease to be
outstanding and will be delivered to the Trustee for cancellation immediately
after such purchase.

          In accordance with Article 14 of the Indenture, we make the
following Change in Control Offer on the terms set forth below:

     o    this offer will remain open until November 14, 2003, and all Notes
          validly tendered prior to 5 p.m., New York City time, on this date
          will be accepted for payment;

     o    the purchase price for Notes is 100% of their aggregate principal
          amount, plus accrued but unpaid interest, subject to applicable
          withholding taxes;

     o    the purchase price will be paid in cash;

     o    the Repurchase Date is December 1, 2003;

     o    any Note which is not tendered will continue to accrue interest;

     o    any Note that Airborne accepts for payment pursuant to the Change in
          Control Offer shall cease to accrue interest on the Repurchase Date
          unless Airborne defaults in the payment of the purchase price;

     o    any interest payment that is due on or prior to the Repurchase Date
          will be paid to the Holders of Notes registered as of the relevant
          Record Date on the appropriate Interest Payment Date, regardless of
          whether a Holder has elected to have its Notes repurchased;

     o    Holders who elect to have Notes purchased pursuant to the Change in
          Control Offer will be required to surrender such Notes along with an
          executed Election of Holder to Require Repurchase to the Depositary
          at one of its addresses set forth on the back cover of this
          Statement prior to 5 p.m., New York City time, on November 14, 2003.
          The form of Election of Holder to Require Repurchase is set out on
          the reverse of the Notes, and a copy is also set out below under "--
          Form of Election of Holder to Require Repurchase";

     o    Holders who elect to have Notes purchased pursuant to the Change in
          Control Offer must also submit to the Depository such Holder's
          correct tax identification number on the Form W-9 included in the
          Consent and Letter of Transmittal or an applicable Form W-8, which
          any non-U.S. Holder can obtain from the Depositary;

     o    Holders who elect to have Airborne repurchase less than all of its
          Notes also need to indicate on the Election of Holder to Require
          Repurchase the serial number of the Notes being purchased and the
          name of the person in which the portion thereof to remain
          outstanding after such purchase is to be registered;


                                      22
<PAGE>

     o    an election to accept the Change in Control Offer cannot be
          withdrawn once the Depositary receives your Notes and the completed
          election form;

     o    Holders have the right to convert the Notes tendered in the Change
          in Control Offer until 5 p.m., New York City time, on November 30,
          2003. Holders can exercise the conversion privilege by surrendering
          the Notes (if not already surrendered) with the form entitled
          "Conversion Notice" to the Depositary. Each $1,000 principal amount
          of Notes is currently convertible into $908.65 and 42.7599 shares of
          ABX Air's common stock; and

     o    if a Holder's Notes are purchased only in part in the Change in
          Control Offer, that Holder will be issued Notes equal in principal
          amount to the unpurchased portion of the Notes surrendered.

          None of Airborne, the Dealer Manager, the Solicitation Agent or the
Information Agent makes any recommendation to you as to whether you should
tender or refrain from tendering your Notes in the Change in Control Offer.

Important Tax Information for the Change in Control Offer

          Under United States federal income tax laws, a Holder whose tendered
Notes are accepted for payment in the Change in Control Offer is required by
law to provide the Depositary (as payer on behalf of Airborne) with such
Holder's correct TIN on the Form W-9 included in the Consent and Letter of
Transmittal or otherwise establish a basis for exemption from backup
withholding. If such Holder is an individual, the TIN is his social security
number. If the Depositary is not provided with the correct TIN, a penalty may
be imposed by the Internal Revenue Service, and payments made with respect to
Notes purchased pursuant to the Change in Control Offer may be subject to
backup withholding. Failure to comply truthfully with the backup withholding
requirements also may result in the imposition of severe criminal and/or civil
fines and penalties.

          Certain Holders (including, among others, all corporations and
certain foreign persons) are not subject to these backup withholding and
reporting requirements. Exempt Holders should furnish their TIN, write
"Exempt" on the face of the Form W-9, and sign, date and return the Form W-9
to the Depositary. A foreign person, including a foreign entity, may qualify
as an exempt recipient by submitting to the Depositary a properly completed
applicable Form W-8, signed under penalties of perjury, attesting to that
Holder's foreign status. A Form W-8 can be obtained from the Depositary. See
the Form W-9, which includes additional instructions.

          If backup withholding applies, the Depositary is required to
withhold 28% of any payments made to the Holder or other payee. Backup
withholding is not an additional United States federal income tax. Rather, the
United States federal income tax liability of persons subject to backup
withholding will be reduced by the amount of tax withheld. If withholding
results in an overpayment of taxes, a refund may be obtained provided the
requisite information is furnished to the Internal Revenue Service.

          Purpose of Form W-9. To prevent backup withholding on payments made
with respect to Notes purchased pursuant to the Offer, the Holder is required
to provide the Depositary with either: (i) the Holder's correct TIN by
completing the form included herein, certifying that the TIN provided on the
Form W-9 is correct (or that such Holder is awaiting a TIN) and that (A) the
Holder has not been notified by the Internal Revenue Service that the Holder
is subject to backup withholding as a result of failure to report all interest
or dividends or (B) the Internal Revenue Service has notified the Holder that
the Holder is no longer subject to backup withholding; or (ii) an adequate
basis for exemption.

          Number to give the Depositary. The Holder is required to give the
Depositary the TIN (e.g., social security number or employer identification
number) of the registered Holder of the Notes. If the Notes are held in more
than one name or are held not in the name of the actual owner, consult the
enclosed Form W-9 for additional guidance on which number to report.



                                      23
<PAGE>

Form of Election of Holder to Require Repurchase

          The form of Election of Holder to Require Repurchase, as set out in
the form of the Notes, is as set forth on the following page. Capitalized
terms used but not defined in the form of Election of Holder to Require
Repurchase shall have the meanings assigned to such terms in the Indenture.



<PAGE>


                   ELECTION OF HOLDER TO REQUIRE REPURCHASE

          (1) Pursuant to Section 14.1 of the Indenture, the undersigned
hereby elects to have this Security repurchased by the Company.

          (2) The undersigned hereby directs the Trustee or the Company to pay
it or _______________________ an amount in cash or, at the Company's election,
Common Stock valued as set forth in the Indenture, equal to 100% of the
principal amount to be repurchased (as set forth below), plus interest accrued
to, but excluding, the Repurchase Date, as provided in the Indenture.

Dated:  ___________________

-------------------------------

-------------------------------
Signature(s)

Signature(s) must be guaranteed by an Eligible Guarantor Institution with
membership in an approved signature guarantee program pursuant to Rule 17Ad-15
under the Securities Exchange Act of 1934.



-------------------------------
Signature Guaranteed

Principal amount to be repurchased (at least U.S. $1,000
or an integral multiple of $1,000 in excess thereof):  _____________________

Remaining principal amount following such repurchase (not less than
U.S.$1,000):  _______________________

NOTICE: The signature to the foregoing Election must correspond to the Name as
written upon the face of the Security in every particular, without alteration
or any change whatsoever.



<PAGE>



       The Depositary for the Offer and the Change in Control Offer is:

                     DEUTSCHE BANK TRUST COMPANY AMERICAS

                          Information (800) 735-7777
<TABLE>
<CAPTION>

<S>                                       <C>                                        <C>
  By Registered or Certified Mail:         Regular Mail & Overnight Courier:            In Person by Hand Only:

     DB Services Tennessee, Inc.              DB Services Tennessee, Inc.             Deutsche Bank Trust Company
         Reorganization Unit               Corporate Trust & Agency Services                    Americas
           P.O. Box 292737                       Reorganization Unit                     C/O The Depository Trust
     Nashville, TN 37229-2737                  648 Grassmere Park Road                     Clearing Corporation
         Fax: (615) 835-3701                      Nashville, TN 37211                   55 Water Street, 1st floor
                                                Attention: Karl Shepherd                 Jeanette Park Entrance
                                                  Confirm by Telephone                     New York, NY 10041
                                                     (615) 835-3572
</TABLE>

          Any requests for assistance or additional copies of this Statement,
the Consent and Letter of Transmittal and any other documents related to the
Offer may be directed to the Information Agent at the telephone numbers and
address set forth below.

                    The Information Agent for the Offer is:

                             D.F. KING & CO., INC.
                                48 Wall Street
                           New York, New York 10005
                       Banks and Brokers, Call Collect:
                                (212) 269-5550
                          All Others Call Toll Free:
                                (888) 887-0082

         Any questions or requests for assistance may be directed to the
Dealer Manager at the address and telephone numbers set forth below. A Holder
may also contact such Holder's broker, dealer, commercial bank, trust company
or other nominee for assistance concerning the Offer.

          The Dealer Manager for the Offer and the Solicitation Agent
                             for the Solicitation is:

                         DEUTSCHE BANK SECURITIES INC.
                          Liability Strategies Group
                                60 Wall Street
                           New York, New York 10005
                          (866) 627-0391 (toll free)
                           (212) 250-7445 (collect)
                             Attention: Jenny Lie




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2
<SEQUENCE>4
<FILENAME>exhibit_a2.txt
<DESCRIPTION>CONSENT AND LETTER OF TRANSMITTAL - EXH A.2
<TEXT>

                                                                Exhibit (a)(2)

                       CONSENT AND LETTER OF TRANSMITTAL
                      To Tender and Consent in Respect of
                  5.75% Convertible Senior Notes Due 2007 of

                                AIRBORNE, INC.

                      Pursuant to the Offer to Purchase,
          Consent Solicitation Statement and Change of Control Notice

                            Dated October 15, 2003

-------------------------------------------------------------------------------
This Offer (as defined below) will expire at 5:00 p.m. New York City time, on
November 17, 2003, unless extended (such date, as the same may be extended,
the "Expiration Date"). To receive the Tender Offer Consideration (as defined
below), holders of Notes (as defined below) must tender Notes and provide the
corresponding Consents (as defined below) in the manner described below on or
before the Expiration Date. Airborne's obligation to accept for purchase and
to pay for Notes validly tendered and not withdrawn in the Offer and the
effectiveness of the Proposed Amendments (as defined below) are conditioned
upon, among other things, the receipt of the Requisite Consents (as defined
below). The valid tender of Notes will constitute the giving of Consent with
respect to such Notes and the valid withdrawal of tendered Notes will
constitute the revocation of Consent with respect to such Notes. Holders may
not deliver Consents without tendering the related Notes or revoke Consents
without withdrawing the related Notes. Notes tendered in the Offer may be
withdrawn at any time prior to the Expiration Date.
-------------------------------------------------------------------------------

             The Depositary for the Offer and the Solicitation is:

                     DEUTSCHE BANK TRUST COMPANY AMERICAS

                          Information (800) 735-7777

     By Registered or              Regular Mail &             In Person by
      Certified Mail:            Overnight Courier:            Hand Only:

DB Services Tennessee, Inc. DB Services Tennessee, Inc.   Deutsche Bank Trust
   Reorganization Unit       Corporate Trust & Agency      Company Americas
     P.O. Box 292737       Services Reorganization Unit C/O The Depository Trust
 Nashville, TN 37229-2737    648 Grassmere Park Road      Clearing Corporation
    Fax: (615) 835-3701        Nashville, TN 37211          55 Water Street,
                            Attention: Karl Shepherd           1st floor
                              Confirm by Telephone       Jeanette Park Entrance
                                 (615) 835-3572             New York, NY 10041

          Delivery of this Consent and Letter of Transmittal (this "Consent
and Letter of Transmittal") to an address other than as set forth above, or
transmission of instructions via a facsimile number other than as listed
above, will not constitute a valid delivery. This Consent and Letter of
Transmittal and the instructions hereto should be used only to tender the
5.75% Convertible Senior Notes due 2007 (the "Notes") of Airborne, Inc.
("Airborne").

          Holders may not tender their Notes without delivering the related
Consents and may not deliver Consents without tendering the related Notes.
Notes tendered may be withdrawn at any time prior to the Expiration Date. A
valid withdrawal of Notes will render the corresponding Consent defective. A
Consent cannot be revoked without a valid withdrawal of the related Notes.
Accordingly, a purported revocation of a Consent without a concurrent valid
withdrawal of the related Notes will not render the tender of the Notes or the
related Consent defective.

          The instructions contained herein and in the Statement (as defined
below) should be read carefully before this Consent and Letter of Transmittal
is completed.

October 15, 2003


                                     -1-
<PAGE>



          By execution hereof, the undersigned acknowledges receipt of the
Offer to Purchase, Consent Solicitation Statement and Change of Control
Notice, dated October 15, 2003 (as the same may be amended from time to time,
the "Statement") and this Consent and Letter of Transmittal and instructions
hereto, which together relate to (i) Airborne's offer to purchase (the
"Offer") for cash, on the terms and subject to the conditions set forth in the
Offer, any and all of its outstanding Notes at a price (the "Tender Offer
Consideration") equal to $1,080 per $1,000 of the principal amount of the
Notes, plus accrued and unpaid interest to, but excluding, the date on which
the Notes are accepted for purchase under the Offer (the "Acceptance Date")
and (ii) Airborne's solicitation (the "Solicitation") of consents (the
"Consents") from holders of the Notes (each, a "Holder") to the adoption of
the proposed amendments (the "Proposed Amendments") to (i) the Indenture,
dated as of March 25, 2002 (the "Original Indenture"), as supplemented by the
First Supplemental Indenture, dated August 15, 2003 (the "First Supplemental
Indenture" and together, with the Original Indenture, the "Indenture"),
between Airborne, the Guarantors (as defined therein) and The Bank of New
York, as trustee, pursuant to which the Notes were issued and (ii) the
Registration Rights Agreement, dated as of March 25, 2002 (the "Registration
Rights Agreement"), executed by Airborne and the Guarantors for the benefit of
the Holders. Airborne is not offering any separate or additional payment from
the Tender Offer Consideration for the Consents. Pursuant to the terms of the
Indenture and the Registration Rights Agreement, the Proposed Amendments
require the receipt of Consents from Holders of at least a majority in
aggregate principal amount of the Notes outstanding (the "Requisite
Consents"). Airborne's obligation to accept for purchase and to pay for Notes
validly tendered and not withdrawn in the Offer is conditioned upon, among
other things, the receipt of the Requisite Consents. All capitalized terms
used herein but not otherwise defined shall have the meanings ascribed to them
in the Statement.

          This Consent and Letter of Transmittal or a facsimile thereof and
all other documents and instruments required hereby should be mailed or
delivered to the Depositary, at the address set forth above. Originals of all
documents sent by facsimile should be sent promptly by registered mail, by
hand or by overnight courier. Delivery of this Consent and Letter of
Transmittal to an address other than as set forth above will not constitute a
valid delivery.

          Holders who wish to be eligible to receive the Tender Offer
Consideration pursuant to the Offer must validly tender their Notes (and
thereby give the related Consents to the Proposed Amendments) to the
Depositary on or prior to 5:00 p.m., New York City time, on the Expiration
Date and not properly withdraw such Notes (and thereby revoke the related
Consents).

          The valid tender of Notes will constitute the giving of Consent with
respect to such Notes. Holders may not tender their Notes without delivering
the related Consents and may not deliver Consents without tendering the
related Notes. Notes tendered may be withdrawn at any time prior to the
Expiration Date. A valid withdrawal of Notes will render the corresponding
Consent defective. A Consent cannot be revoked without a valid withdrawal of
the related Notes. Accordingly, a purported revocation of a Consent without a
concurrent valid withdrawal of the related Notes will not render the tender of
the Notes or the related Consent defective.

          Airborne's obligation to accept for purchase and pay for Notes
validly tendered and not withdrawn in the Offer is conditioned upon the
receipt of the Requisite Consents and upon the satisfaction or waiver of the
other general conditions to the Offer. If the Requisite Consents are not
received, or any of the other conditions to the Offer are not satisfied or
waived by Airborne, Airborne will not be obligated to accept for purchase or
to pay for any Notes and any Notes previously tendered will be returned to the
tendering Holders.

          Airborne reserves the right (i) to waive any and all conditions to
the Offer, except that the receipt of the Requisite Consents may not be
waived, (ii) to extend or terminate the Offer or (iii) to otherwise amend the
Offer in any respect.

          This Consent and Letter of Transmittal is to be used by Holders if
(i) Notes and the Consents are to be physically delivered to Deutsche Bank
Trust Company Americas as depositary for the Notes tendered in this Offer (the
"Depositary") herewith by Holders or (ii) tender of Notes and the Consents is
to be made by book-entry transfer to the Depositary's account at The
Depositary Trust Company ("DTC") pursuant to the procedures set forth in the
Statement under the caption "Procedures for Tendering Notes and Delivering
Consents" by any financial institution that is a participant in DTC and whose
name appears on a security position listing as the owner of Notes, unless an
Agent's Message is delivered in connection with such book-entry transfer and,
in each case, instructions are not being transmitted through the DTC Automated
Tender Offer Program ("ATOP").


                                     -2-


<PAGE>


          Any financial institution that is a participant in DTC may make
book-entry delivery of the Notes by causing DTC to transfer such Notes into
the Depositary's account in accordance with DTC's procedures for such
transfer. However, although delivery of Notes may be effected through
book-entry transfer into the Depositary's account at DTC, an Agent's Message
in connection with a book-entry transfer and any other required documents
must, in any case, be transmitted to and received by the Depositary at one or
more of its addresses set forth on the back cover of this Statement on or
prior to the Expiration Date. To tender Notes (and thereby deliver Consents)
through ATOP, the electronic instructions sent to DTC and transmitted by DTC
to the Depositary must contain the character by which the DTC participant
acknowledges its receipt of and agrees to be bound by this Consent and Letter
of Transmittal. Delivery of documents to DTC does not constitute delivery to
the Depositary.

          There are no guaranteed delivery provisions provided for by Airborne
in conjunction with the Offer under the terms of this Statement or any other
of the offer materials. Holders must tender their Notes in accordance with the
procedures set forth in this Consent and Letter of Transmittal and in the
Statement under "Procedures for Tendering Notes and Delivering Consents."

          The Offer is not being made to, and tenders of Notes will not be
accepted from or on behalf of, Holders in any jurisdiction in which the making
or acceptance of the Offer would not be in compliance with the laws of such
jurisdiction.

          To properly complete this Consent and Letter of Transmittal, a
Holder must:

          o     complete the box entitled "Description of Notes";

          o     check one of the boxes relating to the delivery of Notes and
                complete the box entitled "Method of Delivery";

          o     sign this Consent and Letter of Transmittal by completing the
                box entitled "Please Sign Here";

          o     if appropriate, check and complete the boxes relating to the
                "Special Payment Instructions" and "Special Delivery
                Instructions"; and

          o     complete the Form W-9.

          Beneficial owners whose Notes are registered in the name of a
broker, dealer, commercial bank, trust company or other nominee must contact
such broker, dealer, commercial bank, trust company or other nominee if they
desire to tender Notes pursuant to the Offer (and thereby deliver Consents
pursuant to the Solicitation with respect to such Notes).


                                     -3-


<PAGE>



                                TENDER OF NOTES

                              METHOD OF DELIVERY

          The undersigned has completed, executed and delivered this Consent
and Letter of Transmittal to indicate the action the undersigned desires to
take with respect to the Offer. The instructions included with this Consent
and Letter of Transmittal must be followed. Your bank or broker can assist you
in completing this form. Questions and requests for assistance or for
additional copies of the Statement and this Consent and Letter of Transmittal
may be directed to the Information Agent. See Instruction 11 below.

[ ]       CHECK HERE IF CERTIFICATES FOR TENDERED NOTES ARE ENCLOSED HEREWITH.

[ ]       CHECK HERE IF TENDERED NOTES ARE BEING DELIVERED BY BOOK-ENTRY
          TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE DEPOSITARY WITH DTC
          AND COMPLETE THE FOLLOWING:

          Name of Tendering Institution: ______________________________________
          Account Number with DTC: ____________________________________________
          Transaction Code Number: ____________________________________________

          List below the Notes to which this Consent and Letter of Transmittal
relates. If the space provided below is inadequate, list the certificate
numbers and principal amounts on a separately executed schedule and affix the
schedule to this Consent and Letter of Transmittal. Tenders of Notes will be
accepted only in principal amounts equal to $1,000 or integral multiples
thereof.

--------------------------------------------------------------------------------
                           DESCRIPTION OF THE NOTES
--------------------------------------------------------------------------------
      Name(s) and                          Aggregate       Principal Amount(s)
   Address(es) of                          Principal         Tendered and as
 Registered Holder(s)     Certificate      Amount(s)        to which Consents
(Please fill in blank)     Number(s)*    Represented**         are Given***
---------------------- ---------------- --------------- ------------------------

                       ---------------- --------------- ------------------------

                       ---------------- --------------- ------------------------

                       ---------------- --------------- ------------------------

                       ---------------- --------------- ------------------------

---------------------- ---------------- --------------- ------------------------
                       Total Principal   $               $
                       Amount of Notes
---------------------- ---------------- --------------- ------------------------
*    Need not be completed by Holders tendering by book-entry transfer (see
     below).

**   Unless otherwise indicated in the column labeled "Principal Amount(s)
     Tendered and as to which Consents are Given" and subject to the terms and
     conditions of the Statement, a Holder will be deemed to have tendered the
     entire aggregate principal amount represented by the Notes indicated in
     the column labeled "Aggregate Principal Amount(s) Represented." See
     Instruction 3.

***  For a valid tender, Consent must be given for all Notes tendered.
     Accordingly, Consents will be deemed to be given in respect of all Notes
     tendered.
--------------------------------------------------------------------------------


The name(s) and address(es) of the registered Holders should be printed if not
already printed above, exactly as they appear on the Notes tendered hereby.
The aggregate amount of Notes held by the undersigned and the principal amount
of Notes that the undersigned wishes to tender should be indicated in the
appropriate boxes.


                                     -4-


<PAGE>


                   Note: Signatures must be provided below.

          Please read this Consent and Letter of Transmittal, including the
accompanying instructions, carefully.

Ladies and Gentlemen:

          Upon the terms and subject to the conditions of the Offer, the
undersigned hereby tenders to Airborne the principal amount of Notes indicated
above and thereby consents to the Proposed Amendments.

          Subject to, and effective upon, the acceptance for purchase of, and
payment for, the principal amount of Notes tendered with this Consent and
Letter of Transmittal, the undersigned hereby (i) sells, assigns and transfers
to, or upon the order of, Airborne, all right, title and interest in and to
the Notes that are being tendered hereby, (ii) waives any and all other rights
with respect to the Notes, including any existing or past defaults and their
consequences in respect of the Notes and the Indenture under which the Notes
were issued, and (iii) releases and discharges Airborne and its affiliates
from any and all claims such Holder may have now, or may have in the future,
arising out of, or related to, the Notes, including any claims that such
Holder is entitled to receive additional principal or interest payments with
respect to the Notes or to participate in any redemption or defeasance of the
Notes and also consents to the Proposed Amendments. The undersigned hereby
irrevocably constitutes and appoints the Depositary as the true and lawful
agent and attorney-in-fact of the undersigned (with full knowledge that the
Depositary also acts as the agent of Airborne) with respect to such Notes,
with full power of substitution and resubstitution (such power-of-attorney
being deemed to be an irrevocable power coupled with an interest) to (a)
present such Notes and all evidences of transfer and authenticity to, or
transfer ownership of, such Notes on the account books maintained by DTC to,
or upon the order of, Airborne, (b) present such Notes for transfer of
ownership on the relevant security register, (c) receive all benefits and
otherwise exercise all rights of beneficial ownership of such Notes and (d)
deliver to Airborne and the Trustee this Consent and Letter of Transmittal as
evidence of the undersigned's consent to the Proposed Amendments and as
certification that the Requisite Consents have been received, all in
accordance with the terms and conditions of the Offer.

          The undersigned agrees and acknowledges that, by the execution and
delivery hereof, the undersigned makes and provides the written Consent, with
respect to the Notes tendered hereby, to the Proposed Amendments. The
undersigned understands that any Consent provided hereby shall remain in full
force and effect until such Consent is validly revoked in accordance with the
procedures set forth in the Statement and this Consent and Letter of
Transmittal, which procedures are hereby agreed to be applicable in lieu of
any and all other procedures for revocation set forth in the Indenture or the
Registration Rights Agreement, which are hereby waived. Under the terms of the
Indenture and the Registration Rights Agreement, the Proposed Amendments
require the Requisite Consents. Upon receipt of the Requisite Consents,
Airborne intends to (i) enter into, and to use its reasonable best efforts to
cause the Trustee and any other necessary parties to enter into, a second
supplemental indenture (the "Second Supplemental Indenture") to the Indenture
and (ii) execute an amendment to the Registration Rights Agreement
("Registration Rights Amendment"), which together provide for the Proposed
Amendments. The Second Supplemental Indenture and Registration Rights
Amendment will not become operative unless and until Airborne receives the
Requisite Consents and accepts the corresponding Notes for purchase pursuant
to the Offer.

          Tenders of Notes made prior to the Expiration Date may be properly
withdrawn at any time prior to the Expiration Date but not thereafter, unless
otherwise required by law. A valid withdrawal of tendered Notes effected prior
to the Expiration Date will constitute the concurrent valid revocation of such
Holder's related Consent. A Consent cannot be revoked without a valid
withdrawal of the related Notes. Accordingly, a purported revocation of a
Consent without a concurrent valid withdrawal of the related Notes will not
render the tender of the Notes or the related Consent defective. For a
withdrawal of Notes to be proper, a Holder must comply fully with the
withdrawal procedures set forth below.

          Holders who wish to exercise their right to withdrawal with respect
to the Offer must give written notice of withdrawal delivered by mail, hand
delivery of facsimile transmission (or an electronic ATOP transmission notice
of withdrawal in the case of DTC participants), which notice must be received
by the Depositary at one of its addresses set forth on the back cover of this
Statement prior to the Expiration Date. In order to be valid, a notice of
withdrawal must (i) specify the name of the person who tendered the Notes to
be withdrawn, (ii) state the name in which the Notes are registered (or, if
tendered by book-entry transfer, the name of the DTC participant whose name
appears on the security position listing as the owner of such Notes), if
different than that of the person who tendered the Notes to be withdrawn,
(iii) contain the description of the Notes to be withdrawn and identify the
certificate number or numbers shown on the particular certificates evidencing
such Notes (unless such Notes were tendered by

                                     -5-


<PAGE>


book-entry transfer) and the aggregate principal amount represented by such
Notes and (iv) be signed by the Holder of such Notes in the same manner as the
original signature on the Consent and Letter of Transmittal by which such
Notes were tendered (including any required signature guarantees), if any, or
be accompanied by (x) documents of transfer sufficient to have the Trustee
register the transfer of the Notes into the name of the person withdrawing
such Notes and (y) a properly completed irrevocable proxy that authorized such
person to effect such revocation on behalf of such Holder. If the Notes to be
withdrawn have been delivered or otherwise identified to the Depositary, a
signed notice of withdrawal is effective immediately upon written or facsimile
notice of withdrawal even if physical release is not yet effected. Any Notes
properly withdrawn will be deemed to be not validly tendered for purposes of
the Offer and will constitute the concurrent valid revocation of such Holder's
Consent.

          Notes properly withdrawn may thereafter be re-tendered (and Consents
thereby re-given) at any time on or prior to the Expiration Date by following
the procedures described under "Procedures for Tendering Notes and Delivering
Consents" in the Statement.

          All questions as to the form and validity (including time of
receipt) of any notice of withdrawal of a tender will be determined by
Airborne, in its sole discretion, which determination shall be final and
binding. None of Airborne, the Depositary, the Dealer Manager, the Information
Agent or any other person will be under any duty to give notification of any
defect or irregularity in any notice of withdrawal of a tender or revocation
of a Consent or incur any liability for failure to give any such notification.

          The undersigned hereby represents and warrants that the undersigned
(i) owns the Notes tendered hereby and is entitled to tender such Notes and
(ii) has full power and authority to tender, sell, assign and transfer the
Notes tendered hereby and to give any Consent contained herein, and that when
such Notes are accepted for purchase and payment by Airborne, Airborne will
acquire good title thereto, free and clear of all liens, restrictions, charges
and encumbrances and not subject to any adverse claim or right. The
undersigned will, upon request, execute and deliver any additional documents
deemed by the Depositary or Airborne to be necessary or desirable to complete
the sale, assignment and transfer of the Notes tendered hereby to perfect the
undersigned's Consent to the Proposed Amendments and to complete the execution
of the Second Supplemental Indenture and the Registration Rights Amendment
reflecting such Proposed Amendments.

          The undersigned understands that tenders of Notes pursuant to any of
the procedures described in the Statement under the caption "Procedures for
Tendering Notes and Delivering Consents" and in the instructions hereto and
acceptance thereof by Airborne will constitute a binding agreement between the
undersigned and Airborne, upon the terms and subject to the conditions of the
Offer, including the undersigned's waiver of any existing defaults and their
consequences in respect of the Notes, the Indenture and the Registration
Rights Agreement.

          For purposes of the Offer, Airborne will be deemed to have accepted
for purchase validly tendered Notes (or defectively tendered Notes with
respect to which Airborne has waived such defect) if, as and when Airborne
gives oral, or written notice thereof to the Depositary.

          Under certain circumstances and subject to certain conditions of the
Offer (each of which Airborne may waive) set forth in the Statement, Airborne
may not be required to accept for purchase any of the Notes tendered
(including any Notes tendered after the Expiration Date). Any Notes not
accepted for purchase will be returned promptly to the undersigned at the
address set forth above unless otherwise indicated herein under "Special
Delivery Instructions" below.

          All authority conferred or agreed to be conferred by this Consent
and Letter of Transmittal shall survive the death or incapacity of the
undersigned and every obligation of the undersigned under this Consent and
Letter of Transmittal shall be binding upon the undersigned's heirs, personal
representatives, executors, administrators, successors, assigns, trustees in
bankruptcy and other legal representatives.

          The delivery and surrender of the Notes is not effective, and the
risk of loss of the Notes does not pass to the Depositary until receipt by the
Depositary of this Consent and Letter of Transmittal or a facsimile hereof,
properly completed and duly executed, together with all accompanying evidences
of authority and any other documents in form satisfactory to Airborne.

          Unless otherwise indicated herein under "Special Issuance
Instructions," the undersigned hereby requests that any Notes representing
principal amounts not tendered or not accepted for purchase be issued in the
name(s) of


                                     -6-


<PAGE>


the undersigned (and in the case of Notes tendered by book-entry transfer, by
credit to the account specified at DTC) and checks constituting payments for
Notes be purchased in connection with the Offer and be issued to the order of
the undersigned. Similarly, unless otherwise indicated herein under "Special
Delivery Instructions," the undersigned hereby requests that any Notes
representing principal amounts not tendered or not accepted for purchase and
checks constituting payments for Notes to be purchased in connection with the
Offer, be delivered to the undersigned at the address(es) shown above. In the
event that the "Special Issuance Instructions" box or the "Special Delivery
Instructions" box or both are completed, the undersigned hereby requests that
any Notes representing principal amounts not tendered or not accepted for
purchase be issued in the name(s) of, and checks constituting payment for
Notes to be purchased in connection with the Offer be issued in the name(s)
of, and be delivered to, the person(s) at the address(es) so indicated. The
undersigned recognizes that Airborne has no obligation pursuant to the
"Special Issuance Instructions" box or "Special Delivery Instructions" box to
transfer any Notes from the name of the registered Holder(s) thereof if
Airborne does not accept for purchase any of the principal amount of such
Notes so tendered.


                                     -7-


<PAGE>




_______________________________________________________________________________

                               PLEASE SIGN HERE

   (To Be Completed by All Tendering Holders of Notes Regardless of Whether
   Notes Are Being Physically Delivered Herewith, Unless an Agent's Message
     Is Delivered In Connection With a Book-Entry Transfer of Such Notes)

          The completion, execution and delivery of this Consent and Letter of
Transmittal will be deemed to constitute a Consent to the Proposed Amendments.

          This Consent and Letter of Transmittal must be signed by the
registered Holder(s) of Notes exactly as its (their) name(s) appear(s) on the
Notes or if tendered by a participant in the DTC, exactly as such
participant's name appears on a security position listing as the owner of
Notes, or by person(s) authorized to become registered Holder(s) by
endorsements and documents transmitted with this Consent and Letter of
Transmittal. If the signature is by a trustee, executor, administrator,
guardian, attorney-in-fact, officer or other person acting in a fiduciary or
representative capacity, such person must set forth his or her full title
below under "Capacity" and submit evidence satisfactory to Airborne of such
person's authority to so act. See Instruction 4 below.

          If the signature appearing below is not of the registered Holder(s)
of the Notes, then the registered Holder(s) must sign a valid proxy.

X         __________________________________________________________________

X         __________________________________________________________________
              (Signature(s) of Holder(s) or Authorized Signatory)

Dated:    __________________________________________, 2003

Name(s):  __________________________________________________________________

____________________________________________________________________________
                                (Please Print)
Capacity: __________________________________________________________________

Address (including zip code): ______________________________________________

          __________________________________________________________________


Area Code and Telephone No.: _______________________________________________

                        PLEASE COMPLETE FORM W-9 HEREIN
            MEDALLION SIGNATURE GUARANTEE (See Instruction 4 below)
       Certain Signatures Must be Guaranteed by an Eligible Institution

          __________________________________________________________________
           (Name of Eligible Institution Guaranteeing Signature(s))

          __________________________________________________________________
              (Address (including zip code) and Telephone Number
                        (including area code) of Firm)

          __________________________________________________________________
                            (Authorized Signature)

          __________________________________________________________________
                                (Printed Name)

          __________________________________________________________________
                                    (Title)
          Dated: _______________________________________, 2003

          Area Code and Telephone No.:  ____________________________________

_______________________________________________________________________________


                                     -8-
<PAGE>

________________________________________________________

            SPECIAL ISSUANCE INSTRUCTIONS
           (See Instructions 3, 4, 5 and 7)

     To be completed ONLY if Notes in a principal
amount not tendered or not accepted for purchase are
to be issued in the name of, or checks constituting
payments for Notes to be purchased are to be issued
to the order of, someone other than the person or
persons whose signature(s) appear(s) within this
Consent and Letter of Transmittal or issued to an
address different from that shown in the box entitled
"Description of the Notes" within this Consent and
Letter of Transmittal, or if Notes tendered by
book-entry transfer that are not accepted for
purchase are to be credited to an account maintained
at DTC other than the one designated above.

Issue    [ ]  Notes
         [ ]  Checks
         (check as applicable)

Name(s): _____________________________________________
                       (Please Print)
Address: _____________________________________________
                       (Please Print)

______________________________________________________
                                          (Zip Code)

______________________________________________________
  Taxpayer Identification or Social Security Number
                (See Form W-9 herein)

[ ] Credit unpurchased Notes by book-entry transfer
to the DTC account set forth below:

                 (DTC Account Number)

Name of Account Party:
______________________________________________________

           PLEASE COMPLETE FORM W-9 HEREIN

SIGNATURE GUARANTEE (See Instruction 4 below)
Certain Signatures Must be Guaranteed by an Eligible
Institution

______________________________________________________
(Name of Eligible Institution Guaranteeing Signatures)


________________________________________________________
________________________________________________________
________________________________________________________
     (Address (including zip code) and Telephone
        Number (including area code) of Firm)


________________________________________________________
                (Authorized Signature)

________________________________________________________
                    (Printed Name)

________________________________________________________
                       (Title)
Date:  ______________________________________, 2003


________________________________________________________



________________________________________________________

            SPECIAL DELIVERY INSTRUCTIONS
           (See Instructions 3, 4, 5 and 7)

      To be completed ONLY if Notes in a principal
amount not tendered or not accepted for purchase or
checks constituting payments for Notes to be purchased
are to be sent to someone other than the person or
persons whose signature(s) appear(s) within this
Consent and Letter of Transmittal or to an address
different from that shown in the box entitled
"Description of the Notes" within this Consent and
Letter of Transmittal.

Deliver  [ ]  Notes
         [ ]  Checks
         (check as applicable)


Name(s): _____________________________________________
                       (Please Print)
Address: _____________________________________________
                       (Please Print)

______________________________________________________


______________________________________________________
                                         (Zip Code)

______________________________________________________
  Taxpayer Identification or Social Security Number
              (See Form W-9 herein)



                                     -9-
<PAGE>


                                 INSTRUCTIONS
         FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER AND THE
                                 SOLICITATION

    1.    Delivery of this Consent and Letter of Transmittal and Notes or
Book-Entry Confirmations. To tender Notes in the Offer (and thereby deliver
Consents in the Solicitation), physical delivery of the Notes or a
confirmation of any book-entry transfer into the Depositary's account with DTC
of Notes tendered electronically, as well as a properly completed and duly
executed copy (or facsimile) of this Consent and Letter of Transmittal (or
Agent's Message (as defined below) in connection with a book-entry transfer),
and any other documents required by this Consent and Letter of Transmittal,
must be received by the Depositary at its address set forth herein on or prior
to the Expiration Date (and not properly withdrawn).

          The method of delivery of the Notes and Consents and Letters of
Transmittal, any required signature guarantees and all other required
documents, including delivery through DTC and any acceptance of an Agent's
Message transmitted through ATOP, is at the election and risk of the person
tendering Notes and delivering Consents and Letters of Transmittal and, except
as otherwise provided in the Consent and Letter of Transmittal, delivery will
be deemed made only when actually received by the Depositary. If delivery is
by mail, it is suggested that the Holder use properly insured, registered mail
with return receipt requested, and that the mailing be made sufficiently in
advance of the Expiration Date to permit delivery to the Depositary on or
prior to such date. Manually signed facsimile copies of the Consent and
Consent and Letter of Transmittal, properly completed and duly executed, will
be accepted. Letters of Transmittal and Notes should be sent only to the
Depositary; not to Airborne, the Trustee, the Dealer Manager, the Information
Agent or DTC.

          The term "Agent's Message" means a message transmitted by DTC to,
and receivable by, the Depositary and forming a part of the Book-Entry
Confirmation, which states that DTC has received an express acknowledgment
from the participant in DTC described in such Agent's Message, stating the
aggregate principal amount of the Notes that have been tendered by such
participant pursuant to the Offer and that such participant has received the
Offer and agrees to be bound by the terms of the Offer and that Airborne may
enforce such agreement against such participant.

     2.   Consent to Proposed Amendments, Revocation of Consents; Withdrawal
of Tender. In accordance with the Statement, all properly completed and
executed Consent and Letters of Transmittal consenting to the Proposed
Amendments that are received by the Depositary (and not withdrawn) on or prior
to the Expiration Date will be counted as Consents with respect to the
Proposed Amendments.

          Tenders of Notes made prior to the Expiration Date may be properly
withdrawn at any time prior to the Expiration Date but not thereafter, unless
otherwise required by law. A valid withdrawal of tendered Notes effected prior
to the Expiration Date will constitute the concurrent valid revocation of such
Holder's related Consent. A Consent cannot be revoked without a valid
withdrawal of the related Notes. Accordingly, a purported revocation of a
Consent without a concurrent valid withdrawal of the related Notes will not
render the tender of the Notes or the related Consent defective. For a
withdrawal of Notes to be proper, a Holder must comply fully with the
withdrawal procedures set forth below.

          Holders who wish to exercise their right to withdrawal with respect
to the Offer must give written notice of withdrawal delivered by mail, hand
delivery of facsimile transmission (or an electronic ATOP transmission notice
of withdrawal in the case of DTC participants), which notice must be received
by the Depositary at one of its addresses set forth on the back cover of this
Statement prior to the Expiration Date. In order to be valid, a notice of
withdrawal must (i) specify the name of the person who tendered the Notes to
be withdrawn, (ii) state the name in which the Notes are registered (or, if
tendered by book-entry transfer, the name of the DTC participant whose name
appears on the security position listing as the owner of such Notes), if
different than that of the person who tendered the Notes to be withdrawn,
(iii) contain the description of the Notes to be withdrawn and identify the
certificate number or numbers shown on the particular certificates evidencing
such Notes (unless such Notes were tendered by book-entry transfer) and the
aggregate principal amount represented by such Notes and (iv) be signed by the
Holder of such Notes in the same manner as the original signature on the
Consent and Letter of Transmittal by which such Notes were tendered (including
any required signature guarantees), if any, or be accompanied by (x) documents
of transfer sufficient to have the Trustee register the transfer of the Notes
into the name of the person withdrawing such Notes and (y) a properly
completed irrevocable proxy that authorized such person to effect such
revocation on behalf of such Holder. If the Notes to be withdrawn have been
delivered or otherwise identified to the Depositary, a signed notice of
withdrawal is effective immediately upon written or facsimile notice of
withdrawal even if physical


                                     -10-


<PAGE>
release is not yet effected. Any Notes properly withdrawn will be deemed to be
not validly tendered for purposes of the Offer and will constitute the
concurrent valid revocation of such Holder's Consent.

          Notes properly withdrawn (and Consents validly revoked) may
thereafter be re-tendered (and Consents thereby re-given) at any time on or
prior to the Expiration Date by following the procedures described under
"Procedures for Tendering Notes and Delivering Consents" in the Statement.

    3.    Partial Tenders. Tenders of Notes will be accepted only in
principal amounts equal to $1,000 or integral multiples thereof. If less than
the entire principal amount of any Notes evidenced by a submitted certificate
is tendered, the tendering Holder must fill in the principal amount tendered
in the last column of the box entitled "Description of the Notes" herein. The
entire principal amount for all Notes delivered to the Depositary will be
deemed to have been tendered unless otherwise indicated. If the entire
principal amount of all Notes is not tendered or not accepted for purchase,
the principal amount of Notes not tendered or not accepted for purchase will
be sent (or, if tendered by book-entry transfer, returned by credit to the
account at DTC designated herein) to the tendering Holder unless otherwise
provided in the appropriate box on this Consent and Letter of Transmittal (see
Instruction 5) promptly after the Notes are accepted for purchase.

    4.    Signatures on this Consent and Letter of Transmittal, Bond Powers
and Endorsement Guarantee of Signatures. If this Consent and Letter of
Transmittal is signed by the registered Holder(s) of the Notes tendered
hereby, the signature(s) must correspond with the name(s) as written on the
face of the certificate(s) without alteration, enlargement or any change
whatsoever. If this Consent and Letter of Transmittal is signed by a
participant in DTC whose name is shown as the owner of the Notes tendered
hereby, the signature must correspond with the name shown on the security
position listing as the owner of the Notes.

          If this Consent and Letter of Transmittal is executed by a holder of
Notes who is not the registered Holder, then the registered Holder must sign a
valid proxy, with the signature of such registered Holder guaranteed by an
Eligible Institution.

          If any of the Notes tendered hereby (and with respect to which any
Consent is given) are owned of record by two or more joint owners, all such
owners must sign this Consent and Letter of Transmittal. If any tendered Notes
are registered in different names, it will be necessary to complete, sign and
submit as many separate copies of this Consent and Letter of Transmittal and
any necessary accompanying documents as there are different names in which the
Notes are held.

          If this Consent and Letter of Transmittal or any Notes or bond
powers are signed by trustees, executors, administrators, guardians,
attorneys-in-fact, officers of corporations or others acting in a fiduciary or
representative capacity, such persons should so indicate when signing, and
proper evidence satisfactory to Airborne of their authority to so act must be
submitted with this Consent and Letter of Transmittal.

          Endorsements on Notes, signatures on bond powers and proxies
provided in accordance with this Instruction 4 by registered Holders not
executing this Consent and Letter of Transmittal must be guaranteed by an
Eligible Institution.

          No signature guarantee is required if (i) the Consent and Letter of
Transmittal is signed by the registered Holder (which term includes any
participant in DTC whose name appears on a security position listing as the
owner of the Notes) of the Notes tendered therewith and payment of the Tender
Offer Consideration is to be made, or if any Notes for principal amounts not
tendered or not accepted for purchase are to be issued, directly to such
Holder (or, if tendered by a participant in DTC, any Notes for principal
amounts not tendered or not accepted for purchase are to be credited to such
participant's account) and neither the "Special Issuance Instructions" box nor
the "Special Delivery Instructions" box on the Consent and Letter of
Transmittal has been completed or (ii) such Notes are tendered (and Consents
thereby delivered) for the account of any institution that is an Eligible
Institution (as defined below). In all other cases, all signatures on Consents
and Letters of Transmittal and endorsements on certificates, signatures on
bond powers and consent proxies (if any) accompanying Notes must be guaranteed
by a financial institution (including most commercial banks, savings and loan
associations and brokerage houses) that is a participant in the Security
Transfer Agents Medallion Program, the New York Stock Exchange Medallion
Signature Guarantee Program or the Stock Exchange Medallion Program (each of
the foregoing being referred to as an "Eligible Institution"). If the Notes
are registered in the name of a person other than the signer of the Consent
and Letter of Transmittal or if Notes not accepted for purchase or not
tendered are to be returned to a person other than


                                     -11-


<PAGE>


the registered Holder, then the signatures on the Consents and Letters of
Transmittal accompanying the tendered Notes must be guaranteed as described
above.

    5.    Special Issuance and Special Delivery Instructions. Tendering
Holders should indicate in the applicable box or boxes the name and address to
which Notes for principal amounts not tendered or not accepted for purchase or
checks constituting payments for Notes to be purchased, are to be issued or
sent, if different from the name and address of the registered Holder signing
this Consent and Letter of Transmittal. In the case of issuance in a differed
name, the taxpayer identification or social security number of the person
named must also be indicated. If no instructions are given, Notes not tendered
or not accepted for purchase will be returned to the registered Holder of the
Notes tendered. Any Holder of Notes tendering by book-entry transfer may
request that Notes not tendered or not accepted for purchase be credited to
such account at DTC as such Holder may designate under the caption "Special
Issuance Instructions." If no such instructions are given, any such Notes not
tendered or not accepted for purchase will be returned by crediting the
account at DTC designated above. Special issuance instruction will be honored
only if any transfer taxes payable in relation thereto are paid by the
transferee or transferor and satisfactory evidence of such payment presented
to the Depositary.

    6.    Taxpayer Identification Number. Each tendering Holder is required
to provide the Depositary with the Holder's correct taxpayer identification
number ("TIN"), generally the Holder's social security or United States
federal employee identification number, on Form W-9, which is provided below,
or alternatively, to establish another basis for exemption from backup
withholding. A Holder must cross out item (2) in the Certification box on Form
W-9 if such Holder is subject to backup withholding. In addition to potential
penalties, failure to provide the correct information on the form may subject
the tendering Holder to 28% United States federal income tax backup
withholding on the payments, made to the Holder or other payee with respect to
the Offer and the Solicitation. A Holder shall write "applied for" in the
space provided in Part I of the form and complete the attached Certificate of
Awaiting Taxpayer Identification Number if the tendering Holder has not been
issued a TIN and has applied for a TIN or intends to apply for a TIN in the
near future. In such case, the Depositary will withhold 28% of all such
payments of the Tender Offer Consideration, until a TIN is provided to the
Depositary, and if the Depositary is not provided with a TIN within 60 days,
such amounts will be paid over to the Internal Revenue Service. A Holder who
writes "applied for" in Part I in lieu of furnishing his or her TIN should
furnish his or her TIN as soon as it is received. A tendering Holder that is
not a United States person may qualify as an exempt recipient by submitting to
the Depositary a properly completed applicable Form W-8 (which the Depositary
will provide upon request) signed under penalty of perjury, attesting to that
Holder's exempt status.

    7.    Transfer Taxes. Airborne will pay transfer taxes applicable to the
purchase and transfer of Notes pursuant to the Offer except in the case of
deliveries of Notes for principal amounts not tendered or not accepted for
purchase that are registered or issued in the name of any person other than
the registered Holder of Notes tendered hereby.

          Except as provided in this Instruction 7, it will not be necessary
for transfer stamps to be affixed to the Notes listed in this Consent and
Letter of Transmittal.

    8.    Irregularities. All questions as to the form of all documents and
the validity (including time of receipt), eligibility and acceptance of all
tenders of Notes (and related delivery of Consents) will be determined by
Airborne, in its sole discretion, the determination of which shall be final
and binding. Alternative, conditional or contingent tenders will not be
considered valid. Airborne reserves the absolute right to reject any or all
tenders of Notes that are not in proper form or the acceptance of which would,
in Airborne's opinion, be unlawful. Airborne also reserves the right to waive
any defects, irregularities or conditions of tender as to particular Notes.
Airborne's interpretations of the terms and conditions of the Offer (including
the instructions in the Consent and Letter of Transmittal) will be final and
binding. Any defect or irregularity in connection with tenders of Notes must
be cured within such time as Airborne determines, unless waived by Airborne.
Tenders of Notes (and delivery of the related Consents ) shall not be deemed
to have been made until all defects and irregularities have been waived by
Airborne or cured. None of Airborne, the Dealer Manager, the Depositary, the
Information Agent or any other person will be under any duty to give notice of
any defects or irregularities in tenders of Notes, or will incur any liability
to Holders for failure to give any such notice.

    9.    Waiver of Conditions. Airborne expressly reserves the absolute
right, in its sole discretion, to amend or waive any of the conditions to the
Offer in the case of any Notes tendered, in whole or in part, at any time and
from time to time.


                                     -12-


<PAGE>


    10.   Mutilated, Lost, Stolen or Destroyed Notes. Any Holder of Notes
whose Notes have been mutilated, lost, stolen or destroyed should write to or
telephone the Trustee at the address or telephone number set forth in the
Statement under the caption "Procedures for Tendering Notes and Delivering
Consents -- Lost or Missing Certificates."

    11.   Requests for Assistance or Additional Copies. Questions relating
to the procedure for tendering Notes and consenting to the Proposed Amendments
and requests for assistance or additional copies of the Statement and this
Consent and Letter of Transmittal may be directed to, and additional
information about the Offer may be obtained from, the Information Agent, whose
address and telephone number appear below.



                                     -13-


<PAGE>


                           IMPORTANT TAX INFORMATION

          Under United States federal income tax laws, a Holder whose tendered
Notes are accepted for purchase is required to provide the Depositary (as
payer) with such Holder's correct TIN on the Form W-9 below or otherwise
establish a basis for exemption from backup withholding. If such Holder is an
individual, the TIN is his social security number. If the Depositary is not
provided with the correct TIN, a $50 penalty may be imposed by the Internal
Revenue Service, and payments made with respect to Notes purchased pursuant to
the Offer and the Solicitation may be subject to backup withholding. Failure
to comply truthfully with the backup withholding requirements also may result
in the imposition of severe criminal and/or civil fines and penalties.

          Certain Holders (including, among others, all corporations and
certain foreign persons) are not subject to these backup withholding and
reporting requirements. Exempt Holders should furnish their TIN, write
"Exempt" on the face of the Form W-9, and sign, date and return the Form W-9
to the Depositary. A foreign person, including entities, may qualify as an
exempt recipient by submitting to the Depositary a statement (generally, an
applicable Form W-8), signed under penalties of perjury, attesting to that
Holder's foreign status. A Form W-8 can be obtained from the Depositary. See
the enclosed Form W-9, which includes additional instructions.

          If backup withholding applies, the Depositary is required to
withhold at a specified rate, currently 28%, from any payments made to the
Holder or other payee. Backup withholding is not an additional United State
federal income tax; rather, the United States federal income tax liability of
persons subject to backup withholding is reduced by the amount of tax
withheld. If withholding results in an overpayment of taxes, a refund may be
obtained provided the relevant information is furnished to the Internal
Revenue Service.

Purpose of Form W-9

          To prevent backup withholding on payments made with respect to Notes
purchased pursuant to the Offer, the Holder is required to provide the
Depositary with either (i) the Holder's correct TIN by completing the form
below, certifying that the TIN provided on Form W-9 is correct (or that such
Holder is awaiting a TIN), the Holder is a U.S. person (including a U.S.
resident alien), and that (A) the Holder has not been notified by the Internal
Revenue Service that the Holder is subject to backup withholding as a result
of failure to report all interest or dividends or (B) the Internal Revenue
Service has notified the Holder that the Holder is no longer subject to backup
withholding; or (ii) an adequate basis for exemption.

What Number to Give the Depositary

          The Holder is required to give the Depositary the TIN (e.g., social
security number or employer identification number) of the registered Holder of
the Notes. If the Notes are held in more than one name or are not held in the
name of the actual owner, consult the enclosed Form W-9 for additional
guidance on which number to report.


                                     -14-


<PAGE>



Form W-9                      Request for Taxpayer
                    Identification Number and Certification
___________________ _______________________________________ ___________________
_______________________________________________________________________________
                Name

    Print       _______________________________________________________________
                 Business name, if different from above
     or
                _______________________________________________________________
    type        Check appropriate box: [ ] Individual/Sole proprietor
                [ ] Exempt from back-up withholding
    See         [ ] Corporation [ ] Partnership
                [ ] Other >.......
  Specific      _______________________________________________________________
                Address (number, street, and apt. or suite no.)
 Information
                _______________________________________________________________
     on           City, state and ZIP code

   pager 2      _______________________________________________________________
                List account number(s) here (optional)

______________  _______________________________________________________________


_______________________________________________________________________________

Part I           Taxpayer Identification Number (TIN)
_______________________________________________________________________________

_______________________________________________________________________________

                                                      _________________________
Enter your TIN in the appropriate box.  For indivi-
duals, this is your social security number (SSN).     Social security number
However, for a resident alien, sole proprietor, or      |  |  -  | -  |  |  |
disregarded entity, see the Part I instructions       _________________________
below.  For other entities, it is your employer
identification number (EIN).  If you do not have
a number, see How to get a TIN below.

                                                      _________________________
Note: If the account is in more than one name,
see the chart below for guidelines on whose number    Employer identification
to enter.                                             number
                                                        |  |  -  | -  |  |  |
                                                      _________________________

_______________________________________________________________________________

Part II          Certification
_______________________________________________________________________________

Under penalties of perjury, I certify that:

1.   The number shown on this form is my correct taxpayer identification number
(or I am waiting for a number to be issued to me), and

2.   I am not subject to backup withholding because: (a) I am exempt from
backup withholding, (b) I have not been notified by the Internal Revenue
Service (IRS) that I am subject to backup withholding as a result of a failure
to report all interest or dividends, or (c) the IRS has notified me that I am
no longer subject to backup withholding, and

3. I am a U.S. person (including a U.S. resident alien).

Certification instructions. You must cross out item 2 above if you have been
notified by the IRS that you are currently subject to backup withholding
because you have failed to report all interest and dividends on your tax
return.

_______________________________________________________________________________

Sign       Signature of
Here       U.S. person  >                     Date  >
_______________________________________________________________________________

Purpose of Form

A person who is required to file an information
return with the IRS, must obtain your correct
taxpayer identification number (TIN) to report,
for example, income paid to you, real estate
transactions, mortgage interest you paid,
acquisition or abandonment of secured property,
cancellation of debt, or contributions you made to
an IRA.

U.S. person. Use Form W-9 only if you are a U.S.
person (including a resident alien), to provide
your correct TIN to the person requesting it (the
requester) and, when purposes. applicable, to:

1.   Certify that the TIN you are giving is correct
(or you are waiting for a number to be issued),

2.   Certify that you are not subject to backup
withholding, or

3.   Claim exemption from backup withholding if you
are a U.S. exempt payee.

Note: If a requester gives you a form other than
Form W-9 to request your TIN, you must use the
requester's form if it is substantially similar to
this Form W-9.

Foreign person. If you are a foreign person, use
the appropriate Form W-8 (see Pub. 515,
Withholding of Tax on Nonresident Aliens and
Foreign Entities).


Nonresident alien who becomes a resident alien.

Generally, only a nonresident alien individual may
use the terms of a tax treaty to reduce or eliminate
U.S. tax on certain types of income.  However, most
tax treaties contain a provision known as a "saving
clause." Exceptions specified in the saving clause
may permit an exemption from tax to continue for
certain types of income even after the recipient
has otherwise become a U.S. resident alien for tax
purposes.

     If you are a U.S. resident alien who is relying
on an exception contained in the saving clause of a
tax treaty to claim an exemption from U.S. tax on
certain types of income, you must attach a statement
that specifies the following five items:

1.   The treaty country.  Generally, this must be the
same treaty under which you claimed exemption from
tax as a nonresident alien.

2.   The treaty article addressing the income.

3.   The article number (or location) in the tax
treaty that contains the saving clause and its
exceptions.

4.   The type and amount of income that qualifies for
the exemption from tax.

5.   Sufficient facts to justify the exemption from
tax under the terms of the treaty article.


<PAGE>


                                    Page 2
-------------------------------------------------------------------------------


Example. Article 20 of the U.S.-China income tax
treaty allows an exemption from tax for
scholarship income received by a Chinese student
temporarily present in the United States. Under
U.S. law, this student will become a resident
alien for tax purposes if his or her stay in the
United States exceeds 5 calendar years. However,
paragraph 2 of the first Protocol to the
U.S.-China treaty (dated April 30, 1984) allows
the provisions of Article 20 to continue to apply
even after the Chinese student becomes a resident
alien of the United States. A Chinese student who
qualifies for this exception (under paragraph 2 of
the first protocol) and is relying on this
exception to claim an exemption from tax on his or
her scholarship or fellowship income would attach
to Form W-9 a statement that includes the
information described above to support that
exemption.

     If you are a nonresident alien or a foreign
entity not subject to backup withholding, give the
requester the appropriate completed Form W-8.

What is backup withholding? Persons making certain
payments to you must under certain conditions
withhold and pay to the IRS 28% of such payments.
This is called "backup withholding." Payments that
may be subject to backup withholding include
interest, dividends, broker and barter exchange
transactions, rents, royalties, nonemployee pay
and certain payments from fishing boat operators.
Real estate transactions are not subject to backup
withholding.

     You will not be subject to backup withholding
on payments you received if you give the requester
your correct TIN, make the proper certifications
and report all your taxable interest and dividends
on your tax return.

Payments you receive will be subject to backup
withholding if:

     1. You do not furnish your TIN to the
requester, or

     2. You do not certify your TIN when required
(see the Part II instructions below for details),
or

     3. The IRS tells the requester that you
furnished an incorrect TIN, or

     4. The IRS tells you that you are subject to
backup withholding because you did not report all
your interest and dividends on your tax return
(for reportable interest and dividends only), or

     5. You do not certify to the requester that you
are not subject to backup withholding under 4
above (for reportable interest and dividend
accounts opened after 1983 only).

     Certain payees and payments are exempt from
backup withholding. See the instructions below.

Penalties

Failure to furnish TIN. If you fail to furnish
your correct TIN to a requester, you are subject
to a penalty of $50 for each such failure unless
your failure is due to reasonable cause and not to
willful neglect.

Civil penalty for false information with respect
to withholding. If you make a false statement with
no reasonable basis that results in no backup
withholding, you are subject to a $500 penalty.

Criminal penalty for falsifying information.
Willfully falsifying certifications or
affirmations may subject you to criminal penalties
including fines and/or imprisonment.

Misuse of TINs. If the requester discloses or uses
TINs in violation of Federal law, the requester
may be subject to civil and criminal penalties.

Specific Instructions

Name

If you are an individual, you must generally enter
the name shown on your social security card.
However, if you have changed your last name, for
instance, due to marriage without informing the
Social Security Administration of the name change,
enter your first name, the last name shown on your
social security card, and your new last name.

     If the account is in joint names, list first,
and then circle, the name of the person or entity
whose number you entered in Part I of the form.

Sole proprietor. Enter your individual name as
shown on your social security card on the "Name"
line. You may enter your business, trade, or
"doing business as (DBA)" name on the "Business
name" line.

Limited liability company (LLC). If you are a
single-member LLC (including a foreign LLC with a
domestic owner) that is disregarded as an entity
separate from its owner under Treasury regulations
section 301.7701-3, enter the owner's name on the
"Name" line. Enter the LLC's name on the "Business
name" line.

Other entities. Enter your business name as shown
on required Federal tax documents on the "Name"
line. This name should match the name shown on the
charter or other legal document creating the
entity. You may enter any business, trade, or DBA
name on the "Business name" line.

Note: You are requested to check the appropriate
box for your status (individuals/sole proprietor,
corporation, etc.).


<PAGE>


Form W-9                            Page 3
-------------------------------------------------------------------------------


Exempt From Backup Withholding

If you are exempt, enter your name as described
above and check the appropriate box for your
status, then check the "Exempt from backup
withholding": box in the line following the
business name, sign and date the form.

     Generally, individuals (including sole
proprietors) are not exempt from backup
withholding. Corporations are exempt from backup
withholding for certain payments, such as
interests and dividends.

Note: If you are exempt from backup withholding,
you should still complete this form to avoid
possible erroneous backup withholding.

Exempt payees. Backup withholding is not required
on any payments made to the following payees:

     1. An organization exempt from tax under
section 501(a), any IRA, or a custodial account
under section 403(b)(7) if the account satisfies
the requirements of section 401(f)(2);

     2. The United States or any of its agencies
or instrumentalities;

     3. A state, the District of Columbia, a
possession of the United States, or any of their
political subdivisions or instrumentalities;

     4. A foreign government or any of its
political subdivisions, agencies, or
instrumentalities; or

     5. An international organization or any of
its agencies or instrumentalities.

     Other payees that may be exempt from backup
withholding include:

     6. A corporation;

     7. A foreign central bank of issue;

     8. A dealer in securities or commodities
required to register in the United States, the
District of Columbia, or a possession of the
United States;

     9. A futures commission merchant registered
with the Commodity Futures Trading Commission;

     10. A real estate investment trust;

     11. An entity registered at all times, during
the tax year under the Investment Company Act of
1940;

     12. A common trust fund operated by a bank
under section 584(a);

     13. A financial institution;

     14. A middleman known in the investment
community as a nominee or custodian; or

     15. A trust exempt from tax under section 664
or described in section 4947.

     The chart below shows types of payments that
may be exempt from backup withholding. The chart
applies to the exempt recipients listed above, 1
through 15.

---------------------------------------------------------
If the payment is for ...    THEN the payment is exempt
                             for...
---------------------------- ----------------------------
Interest and dividend        All exempt recipients
payments                     except for 9
---------------------------- ----------------------------
Broker transactions          Exempt recipients 1 through
                             13.  Also, a person
                             registered under the
                             Investment Advisers Act of
                             1940 who regularly acts as
                             a broker.
---------------------------- ----------------------------
Barter exchange              Exempt recipients 1 through
transactions and patronage   5
dividends
---------------------------- -----------------------------
Payments over $600           Generally, exempt
required to be reported and  recipients 1 through 7(2)
direct sales over $5,000(1)
----------------------------------------------------------

1  See Form 1099-MISC, Miscellaneous income, and
its instructions.

2  However, the following payments made to a
corporation (including gross proceeds paid to an
attorney under section 6045(f), even if the
attorney is a corporation) and reportable on Form
1099-MISC are not exempt from backup withholding:
medical and health care payments, attorney's fees;
and payments for services paid by a Federal
executive agency.

Part I. Taxpayer Identification Number (TIN)

Enter your TIN in the appropriate box. If you are
a resident alien and you do not have and are not
eligible to get an SSN, your TIN is your IRS
individual taxpayer identification number (ITIN).
Enter it in the social security number box. If you
do not have an ITIN, see How to get a TIN below.

     If you are a sole proprietor and you have an
EIN, you may enter either your SSN or EIN. However,
the IRS prefers that you use your SSN.

     If you are a single-owner LLC that is
disregarded as an entity separate from its owner
(see Limited liability company (LLC) on page 2),
enter your SSN (or EIN, if you have one). If the
LLC is a corporation, partnership, etc., enter the
entity's EIN.

Note: See the chart for further clarification of
name and TIN combinations.

How to get a TIN. If you do not have a TIN, apply
for one immediately. To apply for an SSN, get Form
SS-5, Application for a Social Security Card, from
your local


<PAGE>


Social Security Administration office or get this
form on-line at www.sra.gov/online/ss5.html.
You may also get this form by calling 1-800-772-1213.
Use Form W-7, Application for IRS Individual Taxpayer
Identification Number, to apply for an ITIN, or
Form SS-4, Application for Employer Identification
Number, to apply for an EIN. You can get Forms W-7
and SS-4 from the IRS by calling 1-800-TAX-FORM
(1-800-829-3676) or from the IRS Web Site at
www.irs.gov.

     If you are asked to complete Form W-9 but do
not have a TIN, write "Applied For" in the space for
the TIN, sign and date the form, and give it to
the requester. For interest and dividend payments,
and certain payments made with respect to readily
tradable instruments, generally you will have 60
days to get a TIN and give it to the requester
before you are subject to backup withholding on
payments. The 60-day rule does not apply to other
types of payments. You will be subject to backup
withholding on all such payments until you provide
your TIN to the requester. Note: Writing "Applied
For" means that you have already applied for a TIN
or that you intend to apply for one soon. Caution:
A disregarded domestic entity that has a foreign
owner must use the appropriate Form W-8.


<PAGE>


Form W-9                            Page 4
-------------------------------------------------------------------------------


Part II. Certification

To establish to the withholding agent that you are
a U.S. person, or resident alien, sign Form W-9.
You may be requested to sign by the withholding
agent even if items 1, 3, and 5 below indicate
otherwise.

     For a joint account, only the person whose TIN
is shown in Part I should sign (when required).
Exempt recipients, see Exempt from backup
withholding.

Signature requirements. Complete the certification
as indicated in 1 through 5 below.

     1. Interest, dividend, and barter exchange
accounts opened before 1984 and broker accounts
considered active during 1983. You must give your
correct TIN, but you do not have to sign the
certification.

     2. Interest, dividend, broker, and barter
exchange accounts opened after 1983 and broker
accounts considered inactive during 1983. You must
sign the certification or backup withholding will
apply. If you are subject to backup withholding and
you are merely providing your correct TIN to the
requester, you must cross out item 2 in the
certification before signing the form.

     3. Real estate transactions. You must sign
the certification. You may cross out item 2 of the
certification.

     4. Other payments. You must give your correct
TIN, but you do not have to sign the certification
unless you have been notified that you have
previously given an incorrect TIN. "Other
payments" include payments made in the course of
the requester's trade or business for rents,
royalties, goods (other than bills for
merchandise), medical and health care services
(including payments to corporations), payments to
a nonemployee for services, payments to certain
fishing boat crew members and fishermen, and gross
proceeds paid to attorneys (including payments to
corporations).

     5. Mortgage interest paid by you, acquisition
or abandonment of secured property, cancellation of
debt, qualified tuition program payments (under
section 529), IRA or Archer MSA contributions or
distributions, and pension distributions. You must
give your correct TIN, but you do not have to sign
the certification.


What Name and Number To Give the Requester

---------------------------- ----------------------------
For this type of account:      Give name and SSN of
---------------------------- ----------------------------

1.   Individual                The Individual

2.   Two or more individuals   The actual owner of
     (joint account)           the account or, if combined
                               funds, the first individual
                               on the account(1)

3.   Custodian account of      The minor(2)
     a minor (Uniform Gift
     to Minors Act)

4.   a. The usual revocable    The grantor-trustee(1);
        savings trust          The actual owner(1)
        (grantor is also
        trustee)

     b. So-called trust
        account that is not
        a legal or valid
        trust under state
        law

5.   Sole proprietorship or    The owner(3)
     single-owner LLC

---------------------------- ----------------------------
For this type of account:      Give name of EIN of:
---------------------------- ----------------------------

6.   Sole proprietorship or    The owner(3)
     single-owner LLC

7.   A valid trust, estate,    Legal entity(4)
     or pension trust

8.   Corporate or LLC          The corporation
     electing corporate
     status on Form 8832

9.   Association, club,        The organization
     religious, charitable,
     educational, or other
     tax-exempt organization

10.  Partnership or            The partnership
     multi-member LLC

11.  A broker or registered    The broker or nominee
     nominee

12.  Account with the          The public entity
     Department of
     Agriculture in the name
     of a public entity
     (such as a state or
     local government,
     school district, or
     prison) that receives
     agricultural program
     payments
---------------------------------------------------------

1  List first and circle the name of the person whose
number you furnish. If only one person on a joint account
has an SSN, that person's number must be furnished.
2  Circle the minor's name and furnish the minor's SSN.
3  You must show your individual name, but you may also
enter your business or "DBA" name. You may use either
your SSN or EIN (if you have one).
4 List first and circle the name of the legal trust,
estate, or pension trust. (Do not furnish the TIN of the
personal representative or trustee unless the legal
entity itself is not designated in the account title)

Note: If no name is circled when more than one name
is listed, the number  will be considered to the that
of the first name listed.


<PAGE>



-------------------------------------------------------------------------------
Privacy Act Notice

Section 6109 of the Internal Revenue Code requires you to provide your correct
TIN to persons who must file information returns with the IRS to report
interest, dividends, and certain other income paid to you, mortgage interest
you paid, the acquisition or abandonment of secured property, cancellation of
debt, or contributions you made to an IRA or Archer MSA. The IRS uses the
number for identification purposes and to help verify the accuracy of your tax
return. The IRS may also provide this information to the Department of Justice
for civil and criminal litigation, and to cities, states, and the District of
Columbia to carry out their tax laws. We may also disclose this information to
other countries under a tax treaty, or to Federal and state agencies to
enforce Federal nontax criminal laws and to combat terrorism.

     You must provide your TIN whether or not you are required to file a tax
return. Payers must generally withhold 28% of taxable interest, dividends, and
certain other payments to a payee who does not give a TIN to a payer. Certain
penalties may also apply.


<PAGE>


-------------------------------------------------------------------------------

            CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

I certify under penalties of perjury that a taxpayer identification number has
not been issued to me, and either (a) I have mailed or delivered an
application to receive a taxpayer identification number to the appropriate
Internal Revenue Service Center or Social Security Administration Office or
(b) I intend to mail or deliver an application in the near future. I
understanding that, notwithstanding the information I provided in Part III of
the Form W-9 (and the fact that I have completed this Certificate of Awaiting
Taxpayer Identification Number), 28% of all reportable payments made to me
will be withheld until I provide a taxpayer identification number. If I fail
to provide a taxpayer identification number within 60 days, such amounts will
be paid over to the Internal Revenue Service.


---------------------------------------      --------------------------, 2003
               Signature                               Date

-------------------------------------------------------------------------------

NOTE:    FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP
         WITHHOLDING OF 28% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER
         AND THE SOLICITATION. PLEASE REVIEW THE "INTERNAL REVENUE SERVICE
         FORM W-9-REQUEST FOR TAXPAYER IDENTIFICATION NUMBER AND
         CERTIFICATION" ABOVE FOR ADDITIONAL DETAILS.


<PAGE>




         The Information Agent for the Offer and the Solicitation is:

                             D.F. KING & CO., INC.
                                48 Wall Street
                           New York, New York 10005
                       Banks and Brokers, Call Collect:
                                (212) 269-5550
                          All Others Call Toll Free:
                                (888) 887-0082


          The Dealer Manager for the Offer and the Solicitation Agent
                           for the Solicitation is:

                         DEUTSCHE BANK SECURITIES INC.
                          Liability Strategies Group
                                60 Wall Street
                           New York, New York 10005
                          (866) 627-0391 (toll free)
                           (212) 250-7445 (collect)
                             Attention: Jenny Lie



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.3
<SEQUENCE>5
<FILENAME>exhibit_a3.txt
<DESCRIPTION>OFFER TO PURCHASE FOR CASH - EXH A.3
<TEXT>

                                                                Exhibit (a)(3)


                                AIRBORNE, INC.

                          Offer to Purchase for Cash
                        Any and all of the Outstanding
                    5.75% Convertible Senior Notes Due 2007
                               of Airborne, Inc.
                    (CUSIP Numbers 009269AA9 and 009269AB7)
                                      And
                           Solicitation of Consents

------------------------------------------------------------------------------
Subject to the terms and conditions set forth in the Offer to Purchase,
Consent Solicitation Statement and Change in Control Notice, the Offer and
withdrawal rights will expire at 5:00 p.m., New York City time, on November
17, 2003, unless extended (such time and date, as the same may be extended,
the "Expiration Date"). The valid tender of Notes will constitute the giving
of Consent with respect to such Notes and the valid withdrawal of tendered
Notes will constitute the revocation of Consent with respect to such Notes.
Holders may not deliver Consents without tendering the related Notes or revoke
Consents without withdrawing the related Notes.
------------------------------------------------------------------------------

                                                              October 15, 2003

To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees:

       Enclosed for your consideration is an Offer to Purchase, Consent
Solicitation Statement and Change in Control Notice (as it may be amended or
supplemented from time to time, the "Statement") and a related Consent and
Letter of Transmittal (as it may be amended or supplemented from time to time,
the "Consent and Letter of Transmittal"), relating to the (i) offer (the
"Offer") by Airborne, Inc. ("Airborne") to purchase for cash any and all of
its outstanding 5.75% Convertible Senior Notes due 2007 (the "Notes") at a
price (the "Tender Offer Consideration") equal to $1,080 per $1,000 of the
principal amount of the Notes, plus accrued and unpaid interest to, but
excluding the Acceptance Date (as defined below) and (ii) Airborne's
solicitation (the "Solicitation") of consents (the "Consents") from holders of
Notes (each, a "Holder") to the proposed amendments (the "Proposed
Amendments") to (a) the indenture pursuant to which the Notes were issued and
(b) the registration rights agreement relating to the Notes. All capitalized
terms used herein but not otherwise defined shall be ascribed the same
meanings to such terms as in the Statement.

       Airborne's obligation to accept for purchase and pay for Notes validly
tendered and not withdrawn in the Offer is conditioned upon, among other
things, the receipt of Consents from Holders of at least a majority in
aggregate principal amount of Notes outstanding (the "Requisite Consents"). If
the Requisite Consents are not received, Airborne will not be obligated to
accept for purchase or to pay for any Notes and any Notes previously tendered
will be returned to the tendering Holders.

       Airborne reserves the right (i) to waive any and all conditions to the
Offer, except that the receipt of the Requisite Consents may not be waived,
(ii) to extend or terminate the Offer or (iii) to otherwise amend the Offer in
any respect. All conditions to the Offer are more fully described in the
Statement under the caption "Principal Terms of the Offer -- Conditions of the
Offer."

       Upon the terms and subject to the conditions of the Offer (including,
if the Offer is extended or amended, the terms and conditions of any such
extension or amendment) and applicable law, promptly following the Expiration
Date, Airborne will purchase, by accepting for purchase, and will pay for all
Notes validly tendered (and not validly withdrawn) pursuant to the Offer, such
payment to be made by the deposit of immediately available funds by Airborne
with Deutsche Bank Trust Company Americas, the depositary for the Offer (the
"Depositary"). The date on which Notes are accepted for payment under the
Offer is herein referred to as the "Acceptance Date."

       We are asking you to contact your clients for whom you hold Notes
registered in your name or in the name of your nominee. In addition, we ask
you to contact your clients who, to your knowledge, hold Notes registered in
their own name. You will be reimbursed by Airborne for customary mailing and
handling expenses incurred by you in forwarding the enclosed materials to your
clients. Airborne will pay all transfer taxes, if any, applicable to the
tender of Notes, except as otherwise provided in the Statement and the Consent
and Letter of Transmittal.


<PAGE>


       Enclosed is a copy of each of the following documents for forwarding to
your clients:

       1.     Offer to Purchase, Consent Solicitation Statement and Change of
              Control Notice, dated October 15, 2003.

       2.     A Consent and Letter of Transmittal for your use in the Offer
              and the Solicitation and for the information of your clients.

       3.     A printed form of letter that may be sent to your clients for
              whose accounts you hold Notes registered in your name or in the
              name of your nominee, with space provided for obtaining such
              clients' instructions with regard to the Offer and the
              Solicitation.

       4.     A return envelope addressed to the Depositary.

       DTC participants will be able to execute tenders and deliver Consents
through the DTC Automated Tender Offer Program.

       We urge you to contact your clients as promptly as possible in order to
obtain their instructions. Notes tendered pursuant to the Offer may be validly
withdrawn, and Consents thereby revoked, subject to the procedures described
in the Statement, at any time prior to the Expiration Date.

       Please refer to "Procedures for Tendering Notes and Delivering
Consents" in the Statement for a description of the procedures which must be
followed to tender Notes and deliver a Consent in the Offer.

       Additional copies of the enclosed materials may be obtained from the
Information Agent for the Offer, D.F. King & Co., Inc., 48 Wall Street, New
York, New York 10005, telephone (collect) (212) 269-5550 or (toll free) (888)
887-0082.

                                        Very truly yours,

                                        AIRBORNE, INC.


       Nothing herein or in the enclosed documents shall constitute you or any
person as an agent for Airborne, the Trustee or the Depositary, or authorize
you or any other person to make any statements on behalf of any of them with
respect to the Offer, except for statements expressly made in the Statement or
the Consent and Letter of Transmittal.




                                     -2-

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.4
<SEQUENCE>6
<FILENAME>exhibit_a4.txt
<DESCRIPTION>OFFER TO PURCHASE FOR CASH - EXH A.4
<TEXT>

                                                                 Exhibit(a)(4)

                                AIRBORNE, INC.

                          Offer to Purchase for Cash
                        Any and all of the Outstanding
                    5.75% Convertible Senior Notes Due 2007
                               of Airborne, Inc.
                     (CUSIP Numbers 009269AA9 and 009269AB7)
                                      And
                           Solicitation of Consents

------------------------------------------------------------------------------
Subject to the terms and conditions set forth in the Offer to Purchase,
Consent Solicitation Statement and Change in Control Notice, the Offer and
withdrawal rights will expire at 5:00 p.m., New York City time, on November
17, 2003, unless extended (such time and date, as the same may be extended,
the "Expiration Date"). The valid tender of Notes will constitute the giving
of Consent with respect to such Notes and the valid withdrawal of tendered
Notes will constitute the revocation of Consent with respect to such Notes.
Holders may not deliver Consents without tendering the related Notes or revoke
Consents without withdrawing the related Notes.
------------------------------------------------------------------------------

                                                              October 15, 2003

To Our Clients:

       Enclosed for your consideration is an Offer to Purchase, Consent
Solicitation Statement and Change in Control Notice (as it may be amended or
supplemented from time to time, the "Statement") and a related Consent and
Letter of Transmittal (as it may be amended or supplemented from time to time,
the "Consent and Letter of Transmittal"), relating to the (i) offer (the
"Offer") by Airborne, Inc. ("Airborne") to purchase for cash any and all of
its outstanding 5.75% Convertible Senior Notes due 2007 (the "Notes") at a
price (the "Tender Offer Consideration") equal to $1,080 per $1,000 of the
principal amount of the Notes, plus accrued and unpaid interest to, but
excluding the Acceptance Date (as defined below) and (ii) Airborne's
solicitation (the "Solicitation") of consents (the "Consents") from holders of
Notes (each, a "Holder") to the proposed amendments (the "Proposed
Amendments") to (a) the indenture pursuant to which the Notes were issued and
(b) the registration rights agreement relating to the Notes. All capitalized
terms used herein but not otherwise defined shall be ascribed the same
meanings to such terms as in the Statement.

       Airborne's obligation to accept for purchase and pay for Notes validly
tendered and not withdrawn in the Offer is conditioned upon, among other
things, the receipt of Consents from Holders of at least a majority in
aggregate principal amount of Notes outstanding (the "Requisite Consents"). If
the Requisite Consents are not received, Airborne will not be obligated to
accept for purchase or to pay for any Notes and any Notes previously tendered
will be returned to the tendering Holders.

       Airborne reserves the right (i) to waive any and all conditions to the
Offer, except that the receipt of the Requisite Consents may not be waived,
(ii) to extend or terminate the Offer or (iii) to otherwise amend the Offer in
any respect. All conditions to the Offer are more fully described in the
Statement under the caption "Principal Terms of the Offer -- Conditions of the
Offer."

       Upon the terms and subject to the conditions of the Offer (including,
if the Offer is extended or amended, the terms and conditions of any such
extension or amendment) and applicable law, promptly following the Expiration
Date, Airborne will purchase, by accepting for purchase, and will pay for all
Notes validly tendered (and not validly withdrawn) pursuant to the Offer, such
payment to be made by the deposit of immediately available funds by Airborne
with Deutsche Bank Trust Company Americas, the depositary for the Offer (the
"Depositary"). The date on which Notes are accepted for payment under the
Offer is herein referred to as the "Acceptance Date."

         This material relating to the Offer is being forwarded to you as the
beneficial owner of Notes carried by us for your account or benefit but not
registered in your name. A tender of any Notes and delivery of the related
Consent with respect to any Notes may only be made by us as the registered
Holder and pursuant to your instructions. Accordingly, we request instructions
as to whether you wish us to tender Notes and deliver Consents with respect to
any or all of the Notes held by us for your account. We urge you to read
carefully the Statement, the Consent and Letter of Transmittal


<PAGE>


and other materials provided herewith before instructing us to tender your
Notes and to deliver the related Consents with respect to such Notes.

       Your attention is directed to the following:

       1.     The Offer is for any and all Notes that are outstanding.

       2.     Holders who desire to tender their Notes pursuant to the Offer
              are required to consent to the Proposed Amendments with respect
              to such Notes.

       3.     If you desire to tender any Notes pursuant to the Offer (and
              thereby give your Consent to the Proposed Amendments) and
              receive the Tender Offer Consideration, we must receive your
              instructions in ample time to permit us to effect a tender of
              Notes on your behalf on or prior to 5:00 p.m., New York City
              time, on the Expiration Date.

       4.     Airborne's obligation to pay the Tender Offer Consideration for
              tendered Notes and Consents delivered pursuant to the Offer is
              conditioned upon, among other things, the receipt of the
              Requisite Consents.

       5.     Any transfer taxes incident to the transfer of Notes from the
              tendering Holder to Airborne will be paid by Airborne, except as
              provided in the Statement and the instructions to the Consent
              and Letter of Transmittal.

       6.     Airborne expressly reserves the right, in its sole discretion,
              (i) to delay acceptance for purchase of Notes tendered under the
              Offer or the payment for Notes accepted for purchase pursuant to
              the Offer, and to terminate the Offer and not accept for payment
              any Notes not theretofore accepted for purchase if any of the
              conditions to the Offer specified in the Statement shall not
              have been satisfied or waived by Airborne or in order to comply
              in whole or in part with applicable law, in either case, by
              giving oral or written notice of such delay or termination to
              the Depositary and (ii) at any time, or from time to time, to
              amend the Offer in any respect. The reservation by Airborne of
              the right to delay acceptance of payment of Notes is subject to
              the provisions of Rule 14e-1(c) under the Securities Exchange
              Act of 1934, which requires that Airborne pay the consideration
              offered or return the Notes deposited by or on behalf of Holders
              thereof promptly after the termination or withdrawal of the
              Offer.

       7.     Consummation of the Offer and the effectiveness of the Proposed
              Amendments may have adverse consequences for Holders who elect
              not tender their Notes in the Offer. See "Certain Significant
              Consequences to Non-Tendering Holders" and "Certain United
              States Federal Income Tax Considerations" in the Statement for
              discussions of certain factors that should be considered in
              evaluating the Offer.

       If you wish to have us tender any or all of your Notes held by us for
your account or benefit and give the required related Consents, please so
instruct us by completing, executing and returning to us the instruction form
that appears below.

       The accompanying Consent and Letter of Transmittal is furnished to you
for informational purposes only and may not be used by you to tender Notes
held by us and registered in our name for your account.


                                     -2-
<PAGE>


                                 INSTRUCTIONS

       The undersigned acknowledge(s) receipt of your letter and the enclosed
material referred to therein relating to the Offer.

       This will instruct you to tender the principal amount of Notes
indicated below held by you for the account or benefit of the undersigned, and
thereby deliver the undersigned's Consent pursuant to the Solicitation, with
respect to the principal amount of the Notes indicated below, pursuant to the
terms of and conditions set forth in the Offer to Purchase, Consent
Solicitation Statement and Change of Control Notice, dated October 15, 2003,
and the related Consent and Letter of Transmittal.

               ------------------------------------------------
                               Principal Amount
                                tendered and as
                             to which Consents are
                             given in the Offer*
               ------------------------------------------------

               ------------------------------------------------

               ------------------------------------------------

               ------------------------------------------------

* If no aggregate principal amount is provided above with respect to the Notes
and this Instruction Form is signed in the space provided below, we are
authorized to tender with respect to the entire aggregate principal amount of
such Notes in which we hold an interest through DTC for your account. Holders
who desire to tender their Notes pursuant to the Offer are required to consent
to the Proposed Amendments.

-------------------------------------------------------------------------------
                               PLEASE SIGN HERE


-------------------------------------------------------------------------------
                                 Signatures(s)


-------------------------------------------------------------------------------
                            Name(s) (Please Print)


-------------------------------------------------------------------------------
                                    Address


-------------------------------------------------------------------------------
                                   Zip code


-------------------------------------------------------------------------------
                          Area Code and Telephone No.


-------------------------------------------------------------------------------
                   Tax Identification or Social Security No.


-------------------------------------------------------------------------------
                          My Account Number With You


-------------------------------------------------------------------------------
                                     Date


-------------------------------------------------------------------------------


                                     -3-

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.5
<SEQUENCE>7
<FILENAME>exhibit_a5.txt
<DESCRIPTION>TENDER OFFER AND CONSENT - EXH A.5
<TEXT>
                                                                 Exhibit (a)(5)

 Airborne Announces Tender Offer and Consent Solicitation for $150 Million of
                    5.75% Convertible Senior Notes due 2007

Tender Offer and Consent Solicitation

          Airborne, Inc. ("Airborne") today announced that it is offering (the
"Tender Offer") to purchase for cash any and all of the outstanding 5.75%
Convertible Senior Notes due April 1, 2007 ("Convertible Notes").

          Effective August 15, 2003, Atlantis Acquisition Corporation, a
Delaware corporation and an indirect wholly owned subsidiary of DHL Worldwide
Express B.V. ("DHL"), was merged with and into Airborne (the "Merger"). As a
result of the Merger, Airborne became an indirect wholly owned subsidiary of
DHL.

          The Tender Offer will expire at 5:00 p.m., New York City time, on
November 17, 2003, unless extended by Airborne in its sole discretion or
earlier terminated.

          Under the terms of the Tender Offer, the total consideration to be
paid for validly tendered Convertible Notes will equal to $1,080 per $1,000
principal amount of Convertible Notes, plus accrued and unpaid interest to the
date of acceptance for payment.

          In connection with the Tender Offer, the Company is also seeking
consents to certain proposed amendments to the indenture under which the
Convertible Notes were issued and the registration rights agreement related to
the Convertible Notes.

          Holders who tender their Convertible Notes in the Tender Offer will
be required to consent to the proposed amendments and holders may not deliver
consents to the proposed amendments without tendering their Convertible Notes
in the Tender Offer. The Tender Offer is conditioned upon the receipt of
consents from holders of at least a majority in aggregate principal amount of
Convertible Notes outstanding and the satisfaction or waiver of other general
conditions to the offer.

          A Schedule TO is being filed with the Securities and Exchange
Commission, which will include as exhibits copies of the Offer to Purchase,
Consent Solicitation Statement and Change in Control Notice and the related
Consent and Letter of Transmittal.

Change in Control Offer

          The Merger constituted a Change in Control of Airborne under the
terms of the indenture that governs the Convertible Notes. The indenture
therefore requires that Airborne offer to purchase for cash any and all
Convertible Notes at a purchase price equal to 100% of the principal amount of
Notes, plus accrued but unpaid interest, subject to applicable withholding
taxes (a "Change in Control Offer"). Accordingly, Airborne is also announcing
a Change in Control Offer that is separate from the Tender Offer described
above. The Change in Control Offer will expire at 5:00 p.m., New York City
time, on November 14, 2003. Convertible Notes tendered into the Change in
Control Offer will not be tendered into the Tender Offer, and Convertible
Notes tendered into the Tender Offer will not be tendered into the Change in
Control Offer. The procedures for tendering into each of the offers to
purchase are separate. Convertible


<PAGE>

Notes tendered into both the Tender Offer and the Change in Control Offer will
be purchased by Airborne pursuant to the Change in Control Offer, which
terminates first.

                                   * * * * *

          This press release is neither an offer to purchase nor a
solicitation of an offer to sell securities. The offers relating to the
Convertible Notes are made only by the Offer to Purchase, Consent Solicitation
Statement and Change in Control Notice dated October 15, 2003.

          Airborne has retained Deutsche Bank Securities Inc. to act as Dealer
Manager in connection with the offer and as Solicitation Agent in connection
with the consent solicitation. Questions concerning the terms of the tender
offer and consent solicitation may be directed to Deutsche Bank, attention:
Jenny Lie, toll free at (866) 627-0391 or (212) 250-7445.

          Documents may be obtained by contacting D.F. King & Co., Inc, the
information agent, at (888) 887-0082 - bankers and brokers call collect (212)
269-5550. The Depositary for the Tender Offer is Deutsche Bank Trust Company
Americas (800) 735-7777.

          Airborne also announced today that it is commencing a tender offer
with respect to its $100 million 7.35% Notes due 2005.

About Airborne: Airborne is the holding company for Airborne Express, Inc.
("Airborne Express"). For more than 50 years, Airborne Express has served the
shipping needs of business customers around the world. Today, Airborne offers
total distribution solutions by providing customers time-sensitive delivery of
documents, letters, small packages, and freight to virtually every U.S. ZIP
code and more than 200 countries. Customers can select from a variety of
services including same-day, next-morning, next-afternoon or second-day
delivery, air freight, ocean service, and logistics management. Airborne
employs over 22,000 people worldwide and achieved total revenues of $3,348
million in 2002.


                                     -2-

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.6
<SEQUENCE>8
<FILENAME>exhibit_d2.txt
<DESCRIPTION>FIRST SUPPLEMENTAL INDENTURE - EXH D.2
<TEXT>

                                                                Exhibit (d)(2)


                         FIRST SUPPLEMENTAL INDENTURE

          THIS FIRST SUPPLEMENTAL INDENTURE (this "Supplemental Indenture") is
dated as of August 15, 2003, by and between Airborne, Inc., a Delaware
corporation, as Issuer (the "Company"), each of the entities identified as
Guarantors on the signature page hereto (collectively the "Guarantors"), and
The Bank of New York, a New York banking corporation (the "Trustee").

                              W I T N E S S E T H

          WHEREAS, the Company, the Guarantors and the Trustee are parties to
that certain Indenture, dated as of March 25, 2002 (the "Indenture";
capitalized terms used and not otherwise defined herein have the meanings
given such terms in the Indenture), pursuant to which the Company issued
$150,000,000 in aggregate principal amount of 5.75% Convertible Senior Notes
due April 1, 2007 (the "Notes");

          WHEREAS, the Company has entered into an Agreement and Plan of
Merger dated as of March 25, 2003 (the "Merger Agreement") with DHL Worldwide
Express, B.V., a company organized and existing under the laws of the
Netherlands ("DHL") and Atlantis Acquisition Corporation, a Delaware
corporation and wholly-owned subsidiary of DHL ("Atlantis"), pursuant to which
Atlantis shall merge with and into the Company (the "Merger");

          WHEREAS, the Company shall continue as the surviving corporation of
the Merger and will be a wholly-owned subsidiary of DHL (the "Surviving
Corporation");

          WHEREAS, the merger consideration to be paid in connection with the
Merger is one share of common stock of ABX Air, Inc., a Delaware corporation
("ABX Air") and $21.25 in cash (collectively, the "Merger Consideration") for
each share of Company common stock;

          WHEREAS, pursuant to Section 8.1 of the Indenture, the Surviving
Corporation has requested the Trustee to enter into this Supplemental
Indenture; and

          WHEREAS, Section 8.1 of the Indenture provides that the Company, the
Guarantors and the Trustee may enter into a Supplemental Indenture without the
consent of any Holders of securities of the Company for the purpose of
evidencing the succession of another Person to the Company and the assumption
by such successor of the covenants and obligations of the Company contained in
the Indenture and in the Notes;

          NOW THEREFORE, in consideration of the foregoing and for other good
and valuable consideration, the receipt of which is hereby acknowledged, the
Surviving Corporation, the Guarantors and the Trustee mutually covenant and
agree as follows:


<PAGE>


                                  ARTICLE 1
                           SUCCESSOR TO THE COMPANY

          SECTION 1.1. Assumption of Obligations by Successor Company. The
Surviving Corporation, as the surviving corporation, hereby expressly assumes
(i) the due and punctual payment of the principal of, premium, if any, and
interest (including Liquidated Damages, if any) on all of the Securities as
applicable, and (ii) the performance or observance of every covenant of the
Indenture on the part of the Company to be performed or observed.

          SECTION 1.2. Conversion Rights. Pursuant to Section 12.11 of the
Indenture, the Surviving Corporation hereby agrees that the Holder of each
Security Outstanding as of the date of this Supplemental Indenture shall have
the right hereafter, during the period such Security shall be convertible as
specified in Section 12.11 of the Indenture, to convert such Securities only
into the Merger Consideration.

          SECTION 1.3. Adiustments of Conversion. The Surviving Corporation
hereby agrees that the ABX Air common stock isssuable pursuant to Section 1.2
hereof shall be subject to adjustments that are as nearly equivalent as may be
practicable to the adjustments provided for in Article 12 of the Indenture.

                                  ARTICLE 2.
                             CONDITIONS PRECEDENT

          SECTION 2.1. Officer's Certificate. Trustee shall have received an
Officer's Certificate in a form reasonably satisfactory to Trustee and its
counsel stating that the Merger and this Supplemental Indenture comply with
Article VII of the Indenture and that all conditions precedent set forth in
the Indenture have been complied with.

          SECTION 2.2. Opinion of Counsel. Trustee shall have received
originally executed copies of a favorable written opinion from (A) the general
counsel for the Surviving Corporation, stating that this Supplemental
Indenture has been duly authorized, executed and delivered by the Surviving
Corporation, and (B) Simpson Thacher & Bartlett LLP, outside counsel for the
Surviving Corporation, stating that (i) the execution of the Supplemental
Indenture is authorized and permitted by the Indenture, (ii) this Supplemental
Indenture constitutes a valid and legally binding obligation of the Surviving
Corporation enforceable against the Surviving Corporation in accordance with
its terms, (iii) the Merger and this Supplemental Indenture comply with
Article VII of the Indenture and (iv) all conditions precedent set forth in
the Indenture have been complied with.

          SECTION 2.3. No Events of Default. As of the date hereof and after
giving effect to the Merger, no Event of Default, and no event that after
notice or lapse of time or both, would become an Event of Default, shall have
occurred and be continuing.


                                     -2-
<PAGE>


                                   ARTICLE 3
                                 MISCELLANEOUS

          SECTION 3.1. Section 8.1 of the Indenture; Time Amendments Become
Operative. This Supplemental Indenture is a supplemental indenture pursuant to
Section 8.1 of the Indenture. Upon execution and delivery of this Supplemental
Indenture, the Indenture shall be amended and supplemented in accordance
herewith, the terms and conditions of this Supplemental Indenture shall be
part of the terms and conditions of the Indenture for any and all purposes,
and all the terms and conditions of both shall be read together as though they
constitute one and the same instrument, except that in case of conflict, the
provisions of this Supplemental Indenture will control. Notwithstanding an
earlier execution date, the amendments contained in this Supplemental
Indenture shall not become operative until the date and time the Merger is
consummated.

          SECTION 3.2. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK, THE UNITED STATES OF AMERICA.

          SECTION 3.3. Counterparts. The parties may sign any number of copies
of this Supplemental Indenture. Each signed copy shall be an original, but all
of them together represent the same agreement.

          SECTION 3.4. Effect of Headings. The Article and Section headings
herein are for convenience only and shall not affect the construction hereof.

          SECTION 3.5. Full Force and Effect. Except as they have been
modified in this Supplemental Indenture, each and every term and provision of
the Indenture shall continue in full force and effect, and all references to
the Indenture in the Indenture shall be deemed to mean the Indenture as
supplemented and amended pursuant hereto.

          SECTION 3.6. Trustee. The Trustee makes no representation as to the
validity, sufficiency or legality of this Supplemental Indenture; the
statements made herein are deemed to be those of the Surviving Corporation and
not the Trustee.

                 [remainder of page intentionally left blank]


                                     -3-
<PAGE>


          IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed as of the date first above written.

                              THE BANK OF NEW YORK,
                              as Trustee



                              By:  /s/ Michael Pitfick
                                   ---------------------------
                              Name:  Michael Pitfick
                              Title: Assistant Vice President



                              AIRBORNE, INC.,
                              as Issuer



                              By:  /s/ David C. Anderson
                                   --------------------------
                              Name:  David C. Anderson
                              Title: Secretary



                              AIRBORNE EXPRESS, INC.,
                              as Guarantor



                              By:  /s/ David C. Anderson
                                   ---------------------------
                              Name:  David C. Anderson
                              Title: Vice President, General Counsel and
                                     Corporate Secretary



                              ABX AIR, INC., as Guarantor



                              By:  /s/ W. Joseph Payne
                                   ---------------------------
                              Name:  W. Joseph Payne
                              Title: Secretary



                              SKY COURIER, INC., as Guarantor



                              By:  /s/ David C. Anderson
                                   ---------------------------
                              Name:  David C. Anderson
                              Title: Secretary





<PAGE>



                              WILMINGTON AIR PARK, LLC, (successor to
                              Wilmington Air Park, Inc.), as Guarantor


                              By:    ABX Air, Inc.
                              Its:   sole member


                              By:  /s/ W. Joseph Payne
                                   ---------------------------
                              Name:  W. Joseph Payne
                              Title: Secretary


                              AIRBORNE FTZ, INC., as Guarantor

                              By:  /s/ W. Joseph Payne
                                   ---------------------------
                              Name:  W. Joseph Payne
                              Title: Secretary


                              AVIATION FUEL, INC., as Guarantor

                              By:  /s/ W. Joseph Payne
                                   ---------------------------
                              Name:  W. Joseph Payne
                              Title: Secretary


                              SOUND SUPPRESSION, INC., as Guarantor


                              By:  /s/ Quint Turner
                                   ---------------------------
                              Name:  Quint Turner
                              Title: Vice President, Administration




</TEXT>
</DOCUMENT>
</SUBMISSION>
