UNITED PARCEL SERVICE, INC.
and
CITIBANK, N.A.
as Trustee
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SECOND SUPPLEMENTAL INDENTURE
Dated as of September 21, 2001
amending the
INDENTURE
Dated as of January 26, 1999
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SENIOR DEBT SECURITIES
SECOND SUPPLEMENTAL INDENTURE, dated as of September 21, 2001 (the "Second
Supplemental Indenture"), between United Parcel Service, Inc. (the "Company")
and Citibank, N.A., as trustee (the "Trustee"), to the Indenture (the
"Indenture"), dated as of January 26, 1999, between the Company (as successor to
United Parcel Service of America, Inc. pursuant to the First Supplemental
Indenture dated as of March 27, 2000) and the Trustee. All capitalized terms
used herein and not otherwise defined have the meanings assigned to them in the
Indenture.
WHEREAS, the Company desires to (1) amend the definition of "Company
Request" or "Company Order" in Section 1.01 of the Indenture to add the
Treasurer and any Assistant Treasurer to the officers authorized to execute any
Company Request or Company Order on behalf of the Company and (2) amend Section
3.03 of the Indenture to add the Treasurer and any Assistant Treasurer to the
officers authorized to execute Securities on behalf of the Company;
WHEREAS, pursuant to Section 9.01(11) of the Indenture, the Company and the
Trustee may, at any time and from time to time, enter into one or more
supplemental indentures without the consent of the Holders to amend or
supplement the Indenture, provided that no such amendment or supplement shall
materially adversely affect the interests of the Holders of any Securities then
Outstanding.
WHEREAS, the amendments to the Indenture set forth in this Second
Supplemental Indenture shall only apply in respect of Securities issued after
the date hereof;
NOW THEREFORE, in consideration of the premises and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties hereby agree as follows:
1. Amendment to Section 1.01.
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The definition of "Company Request" or "Company Order" set forth in Section
1.01 of the Indenture is hereby deleted in its entirety and the following
definition shall be substituted therefor:
"Company Request" or "Company Order" means a written request or order
signed in the name of the Company by its Chairman of the Board, its Vice
Chairman of the Board, its President, a Vice President, its Treasurer or an
Assistant Treasurer and by its Secretary or an Assistant Secretary, and
delivered to the Trustee.
2. Amendment to Section 3.03.
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The first sentence of Section 3.03 of the Indenture is hereby deleted in
its entirety and the following sentence shall be substituted therefor:
"The Securities shall be executed on behalf of the Company by its Chairman
of the Board, its Vice Chairman of the Board, its President, one of its Vice
Presidents, its Treasurer or one of its Assistant Treasurers, under its
corporate seal reproduced thereon attested by its Secretary or one of its
Assistant Secretaries."
3. No Other Changes.
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Except as expressly amended hereby, all of the terms and provisions of the
Indenture shall continue in full force and effect. All references to "Indenture"
in the Indenture shall be understood to refer to the Indenture, as amended by
the First Supplemental Indenture and this Second Supplemental Indenture.
4. Ratification of Indenture.
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The Indenture, as amended by this Second Supplemental Indenture, is in all
respects ratified and confirmed, and this Second Supplemental Indenture shall be
deemed part of the Indenture in the manner and to the extent herein and therein
provided.
5. Governing Law.
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THIS SECOND SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO
APPLICABLE PRINCIPLES OF CONFLICTS OF LAW OF SUCH STATE.
6. Severability.
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In case any one or more of the provisions in this Second Supplemental
Indenture shall be held invalid, illegal or unenforceable, in any respect for
any reason, the validity, legality and enforceability of any such provision in
every other respect and of the remaining provisions shall not in any way be
affected or impaired thereby, it being intended that all of the provisions
hereof shall be enforceable to the full extent permitted by law.
7. Counterparts.
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All parties may sign any number of copies of this Second Supplemental
Indenture. Each signed copy shall be an original, but all of them together shall
represent the same agreement.
