American Freightways Corporation
American Freightways, Inc.
SENIOR NOTE
No. R-97S-001
ORIGINAL PRINCIPAL AMOUNT: $47,775,000
ORIGINAL ISSUE DATE: APRIL 18, 1997
INTEREST RATE: 8.11%
INTEREST PAYMENT DATES: JANUARY 18, APRIL 18, JULY 18,
OCTOBER18
FINAL MATURITY DATE: APRIL 18, 2012
PRINCIPAL INSTALLMENT DATES AND AMOUNTS: SEE SCHEDULE A
ATTACHED HERETO.
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 The Prudential Insurance Company of
America, or registered assigns, the principal sum of FORTY
SEVEN MILLION SEVEN HUNDRED SEVENTY FIVE THOUSAND DOLLARS
($47,775,000), 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 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) 8.11% or (ii) 2% over the rate of interest
publicly announced by The Bank 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 The Bank 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 registra
tion 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 registration
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
Agreement, 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
SCHEDULE A
PRINCIPAL INSTALLMENT AMOUNT
DATE
April 18, 2006 $6,825,000
April 18, 2007 $6,825,000
April 18, 2008 $6,825,000
April 18, 2009 $6,825,000
April 18, 2010 $6,825,000
April 18, 2011 $6,825,000
April 18, 2012 $6,825,000
American Freightways Corporation
American Freightways, Inc.
SENIOR NOTE
No. R-97S-002
ORIGINAL PRINCIPAL AMOUNT: $2,225,000
ORIGINAL ISSUE DATE: APRIL 18, 1997
INTEREST RATE: 8.11%
INTEREST PAYMENT DATES: JANUARY 18, APRIL 18, JULY 18,
OCTOBER18
FINAL MATURITY DATE: APRIL 18, 2012
PRINCIPAL INSTALLMENT DATES AND AMOUNTS: SEE SCHEDULE A
ATTACHED HERETO.
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 The Prudential
Insurance Company of America, or registered assigns, the
principal sum of TWO MILLION TWO HUNDRED TWENTY FIVE
THOUSAND DOLLARS ($2,225,000), 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 pay
able, 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 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) 8.11%
or (ii) 2% over the rate of interest publicly announced by
The Bank 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 The Bank 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 registra
tion 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 registration
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
Agreement, 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
SCHEDULE A
PRINCIPAL INSTALLMENT AMOUNT
DATE
April 18, 2006 $317,857.14
April 18, 2007 $317,857.14
April 18, 2008 $317,857.14
April 18, 2009 $317,857.14
April 18, 2010 $317,857.14
April 18, 2011 $317,857.14
April 18, 2012 $317,857.14