American Freightways Corporation
American Freightways, Inc.
SENIOR NOTE
No. W-001
ORIGINAL PRINCIPAL AMOUNT: $23,250,000
ORIGINAL ISSUE DATE: May 1, 1996
INTEREST RATE: 7.51%
INTEREST PAYMENT DATES: February 1, May 1, August 1 and
November 1
FINAL MATURITY DATE: May 1, 2006
PRINCIPAL INSTALLMENT DATES AND AMOUNTS:
May 1, 2002, $4,650,000; May 1, 2003, $4,650,000;
May 1, 2004, $4,650,000; and May 1, 2005,
$4,650,000.
FOR VALUE RECEIVED, the undersigned, American
Freightways Corporation, a corporation organized and existing
under the laws of the State of Arkansas ("AFC"), and American
Freightways, Inc., a corporation organized and existing under the
laws of the State of Arkansas ("AFI", AFC and AFI are
collectively referred to herein as the "COMPANIES"), hereby
promise to pay toThe Prudential Insurance Company of America, or
registered assigns, the principal sum of TWENTY THREE MILLION TWO
HUNDRED FIFTY THOUSAND DOLLARS ($23,250,000), payable in
installments on the Principal Installment Dates and in the
amounts specified above, and on the Final Maturity Date specified
above in an amount equal to the unpaid balance of the principal
hereof, with interest (computed on the basis of a 360-day year--
30-day month) (a) on the unpaid balance thereof at the Interest
Rate per annum specified above, payable on each Interest Payment
Date specified above and on the Final Maturity Date specified
above, commencing with the Interest Payment Date next succeeding
the date hereof, until the principal hereof shall have become due
and payable, and (b) on any overdue payment (including any over
due prepayment) of principal, any overdue payment of interest,
and any overdue payment of any Yield-Maintenance Amount (as
defined in the Note Agreement referred to below), payable on each
Interest Payment Date as aforesaid (or, at the option of the
registered holder hereof, on demand), at a rate per annum from
time to time equal to the greater of (i) 9.51% or (ii) 2% over
the rate of interest publicly announced by Morgan Guaranty Trust
Company of New York from time to time in New York City as its
Prime Rate.
Payments of principal of, and interest on, and any
Yield-Maintenance Amount payable with respect to, this Note are
to be made at the main office of Morgan Guaranty Trust Company of
New York in New York City or at such other place as the holder
hereof shall designate to the Companies in writing, in lawful
money of the United States of America.
This Note is one of a series of Senior Notes (herein
called the "NOTES") issued pursuant to a Master Shelf Agreement,
dated as of September 3, 1993, as amended (herein called the
"AGREEMENT"), between the Companies and The Prudential Insurance
Company of America and is entitled to the benefits thereof. As
provided in the Agreement, this Note is subject to prepayment, in
whole or from time to time in part on the terms specified in the
Agreement.
This Note is a registered Note and, as provided in the
Agreement, upon surrender of this Note for registration of
transfer, duly endorsed, or accompanied by a written instrument
of transfer duly executed, by the registered holder hereof or
such holder's attorney duly authorized in writing, a new Note for
a like principal amount will be issued to, and registered in the
name of, the transferee. Prior to due presentment for registra
tion of transfer, the Companies may treat the person in whose
name this Note is registered as the owner hereof for the purpose
of receiving payment and for all other purposes, and the
Companies shall not be affected by any notice to the contrary.
In case an Event of Default, as defined in the Agree
ment, shall occur and be continuing, the principal of this Note
may be declared or otherwise become due and payable in the
manner and with the effect provided in the Agreement.
THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF TEXAS.
American Freightways Corporation
By:/s/Frank Conner
Executive Vice President
American Freightways, Inc.
By:/s/ Frank Conner
Executive Vice President
American Freightways Corporation
American Freightways, Inc.
SENIOR NOTE
No. W-002
ORIGINAL PRINCIPAL AMOUNT: $1,750,000
ORIGINAL ISSUE DATE: May 1, 1996
INTEREST RATE: 7.51%
INTEREST PAYMENT DATES: February 1, May 1, August 1 and
November 1
FINAL MATURITY DATE: May 1, 2006
PRINCIPAL INSTALLMENT DATES AND AMOUNTS:
May 1, 2002, $350,000; May 1, 2003, $350,000;
May 1, 2004, $350,000; and May 1, 2005, $350,000.
FOR VALUE RECEIVED, the undersigned, American
Freightways Corporation, a corporation organized and existing
under the laws of the State of Arkansas ("AFC"), and American
Freightways, Inc., a corporation organized and existing under the
laws of the State of Arkansas ("AFI", AFC and AFI are
collectively referred to herein as the "COMPANIES"), hereby
promise to pay to Pruco Life Insurance Company, or registered
assigns, the principal sum of ONE MILLION SEVEN HUNDRED FIFTY
THOUSAND DOLLARS ($1,750,000), payable in installments on the
Principal Installment Dates and in the amounts specified above,
and on the Final Maturity Date specified above in an amount equal
to the unpaid balance of the principal hereof, with interest
(computed on the basis of a 360-day year--30-day month) (a) on
the unpaid balance thereof at the Interest Rate per annum
specified above, payable on each Interest Payment Date specified
above and on the Final Maturity Date specified above, commencing
with the Interest Payment Date next succeeding the date hereof,
until the principal hereof shall have become due and payable, and
(b) on any overdue payment (including any overdue prepayment) of
principal, any overdue payment of interest, and any overdue
payment of any Yield-Maintenance Amount (as defined in the Note
Agreement referred to below), payable on each Interest Payment
Date as aforesaid (or, at the option of the registered holder
hereof, on demand), at a rate per annum from time to time equal
to the greater of (i) 9.51% or (ii) 2% over the rate of interest
publicly announced by Morgan Guaranty Trust Company of New York
from time to time in New York City as its Prime Rate.
Payments of principal of, and interest on, and any
Yield-Maintenance Amount payable with respect to, this Note are
to be made at the main office of Morgan Guaranty Trust Company of
New York in New York City or at such other place as the holder
hereof shall designate to the Companies in writing, in lawful
money of the United States of America.
This Note is one of a series of Senior Notes (herein
called the "NOTES") issued pursuant to a Master Shelf Agreement,
dated as of September 3, 1993, as amended (herein called the
"AGREEMENT"), between the Companies and The Prudential Insurance
Company of America and is entitled to the benefits thereof. As
provided in the Agreement, this Note is subject to prepayment, in
whole or from time to time in part on the terms specified in the
Agreement.
This Note is a registered Note and, as provided in the
Agreement, upon surrender of this Note for registration of
transfer, duly endorsed, or accompanied by a written instrument
of transfer duly executed, by the registered holder hereof or
such holder's attorney duly authorized in writing, a new Note for
a like principal amount will be issued to, and registered in the
name of, the transferee. Prior to due presentment for registra
tion of transfer, the Companies may treat the person in whose
name this Note is registered as the owner hereof for the purpose
of receiving payment and for all other purposes, and the
Companies shall not be affected by any notice to the contrary.
In case an Event of Default, as defined in the Agree
ment, shall occur and be continuing, the principal of this Note
may be declared or otherwise become due and payable in the
manner and with the effect provided in the Agreement.
THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF TEXAS.
American Freightways Corporation
By:/s/Frank Conner
Executive Vice President
American Freightways, Inc.
By:/s/Frank Conner
Executive Vice President