[Legend for inclusion in global Security -- THIS NOTE IS A GLOBAL SECURITY
REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE THEREOF. THIS NOTE IS
EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE
DEPOSITORY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE
INDENTURE AND, UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN
DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE
DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO
THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY OR BY THE DEPOSITORY OR ANY
SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR
DEPOSITORY.]
[Legend for inclusion in global Security if DTC is Depository -- UNLESS THIS
NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE COMPANY (AS DEFINED BELOW) OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.]
No.: R-.
CUSIP No.: 12612W AA2 Principal Amount: $.
CNF Transportation Inc.
8 7/8% Notes due 2010
CNF Transportation Inc., a Delaware corporation (hereinafter called the
"Company", which term includes any successor corporation under the Indenture
referred to below), for value received, hereby promises to pay to ., or
registered assigns, the principal sum of . DOLLARS ($.) on May 1, 2010 and to
pay interest thereon from March 8, 2000 or from the most recent date to which
interest has been paid or duly provided for, semiannually in arrears on May 1
and November 1 of each year (each, an "Interest Payment Date"), commencing May
1, 2000, and at Maturity, at the rate of 8 7/8% per annum, until the principal
hereof is paid or duly made available for payment. Interest on this Note shall
be calculated on the basis of a 360-day year consisting of twelve 30-day months.
The interest so payable and punctually paid or duly provided for on any Interest
Payment Date will, as provided in such Indenture, be paid to the Person in whose
name this Note (or one or more Predecessor Securities) is registered at the
close of business on the Regular Record Date for such interest, which shall be
the April 15 or October 15 (whether or not a Business Day), as the case may be,
next preceding such Interest Payment Date. Any such interest which is payable,
but is not punctually paid or duly provided for, on any Interest Payment Date
shall forthwith cease to be payable to the registered Holder hereof on the
relevant Regular Record Date by virtue of having been such Holder, and may be
paid to the Person in whose name this Note (or one or more Predecessor
Securities) is registered at the close of business on a Special Record Date for
the payment of such Defaulted Interest to be fixed by the Trustee, notice
whereof shall be given to the Holder of this Note not less than 10 days prior to
such Special Record Date, or may be paid at any time in any other lawful manner
not inconsistent with the requirements of any securities exchange on which the
Notes may be listed, and upon such notice as may be required by such exchange,
all as more fully provided in such Indenture.
Payment of the principal of and premium, if any, and the interest on this
Note will be made at the office or agency of the Company maintained for that
purpose in the Borough of Manhattan, The City of New York, in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and
private debts; provided, however, that, at the option of the Company, interest
may be paid by check mailed to the address of the Person entitled thereto as
such address shall appear in the Security Register or by transfer to an account
maintained by the payee located in the United States.
This Note is one of a duly authorized issue of Securities of the Company
(herein called the "Notes") issued and to be issued in one or more series under
an Indenture dated as of March 8, 2000 (herein called, together with all
indentures supplemental thereto, the "Indenture") between the Company and Bank
One Trust Company, National Association, as trustee (herein called the
"Trustee", which term includes any successor trustee under the Indenture), to
which Indenture and all indentures supplemental thereto reference is hereby made
for a statement of the respective rights, limitations of rights, duties and
immunities thereunder of the Company, the Trustee and the Holders of the Notes,
and the terms upon which the Notes are, and are to be, authenticated and
delivered. This Note is one of the series designated on the face hereof,
limited (subject to exceptions provided in the Indenture and subject to the
right of the Company to reopen such series for issuances of additional
Securities of such series) in aggregate principal amount to $200,000,000.
The Notes are redeemable, in whole at any time or from time to time in
part, at the option of the Company on any date (each, a "Redemption Date") at a
redemption price (the "Redemption Price") equal to the greater of:
(1) 100% of the principal amount of the Notes to be redeemed, and
(2) the sum of the present values of the remaining scheduled payments of
principal and interest thereon (exclusive of interest accrued to the
applicable Redemption Date) discounted to that Redemption Date on a
semiannual basis, assuming a 360-day year consisting of twelve 30-day
months, at the Treasury Rate plus 35 basis points,
plus, in either case, accrued and unpaid interest on the principal amount being
redeemed to that Redemption Date. Notwithstanding the foregoing, installments
of interest on Notes that are due and payable on an Interest Payment Date
falling on or prior to the relevant Redemption Date will be payable to the
Holders of those Notes registered as such at the close of business on the
relevant Regular Record Date according to their terms and the provisions of the
Indenture.
As used in this Note, the following terms have the meanings set forth
below:
"Comparable Treasury Issue" means the United States Treasury security
selected by the Quotation Agent as having a maturity comparable to the remaining
term of the Notes to be redeemed that would be utilized, at the time of
selection and in accordance with customary financial practice, in pricing new
issues of corporate debt securities of comparable maturity to the remaining term
of the Notes.
"Comparable Treasury Price" means, with respect to any Redemption Date for
the Notes:
(1) the average of the Reference Treasury Dealer Quotations for that
Redemption Date, after excluding the highest and lowest of those
Reference Treasury Dealer Quotations, if the Trustee obtains at
least four such quotations, or
(2) if the Trustee obtains fewer than four such Reference Treasury
Dealer Quotations, the average of all of those quotations.
"Quotation Agent" means a Reference Treasury Dealer appointed by the
Company.
"Reference Treasury Dealer" means each of
(1) J. P. Morgan Securities Inc., Salomon Smith Barney Inc., ABN AMRO
Incorporated and Credit Suisse First Boston Corporation and their
respective successors, provided, however, that if any of the
foregoing shall cease to be a primary U.S. Government
securities dealer in New York City (a "Primary Treasury Dealer"),
the Company will substitute therefor another Primary Treasury
Dealer; and
(2) any other Primary Treasury Dealer or Primary Treasury Dealers
selected by the Company.
"Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any Redemption Date, the average, as determined by
the Company, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m., New York
City time, on the third Business Day (as defined below) preceding that
Redemption Date.
"Treasury Rate" means, with respect to any Redemption Date for the Notes,
the rate per annum equal to the semiannual equivalent yield to maturity of the
Comparable Treasury Issue, calculated using a price for the Comparable Treasury
Issue (expressed as a percentage of its principal amount) equal to the
Comparable Treasury Price for that Redemption Date.
The Treasury Rate shall be calculated on the third Business Day preceding
the applicable Redemption Date. As used in the immediately preceding sentence
and in the definition of "Reference Treasury Dealer Quotations" above, the term
"Business Day" means each Monday, Tuesday, Wednesday, Thursday and Friday which
is not a day on which banking institutions in The City of New York are
authorized or obligated by law or executive order to close.
Notice of any redemption will be mailed at least 30 days but not more than
60 days before any Redemption Date to each Holder of Notes to be redeemed as
provided in the Indenture.
Unless the Company defaults in the payment of the Redemption Price, on and
after any Redemption Date interest will cease to accrue on the Notes or portions
thereof called for redemption on that Redemption Date.
If an Event of Default with respect to the Notes shall occur and be
continuing, the principal of and accrued and unpaid interest on the Notes may be
declared due and payable in the manner and with the effect provided in the
Indenture.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series issued
under the Indenture at any time by the Company and the Trustee with the consent
of the Holders of not less than a majority in aggregate principal amount of the
Securities at the time Outstanding of each series affected thereby. The
Indenture also contains provisions permitting the Holders of specified
percentages in aggregate principal amount of the Securities of any series at the
time Outstanding, on behalf of the Holders of all Securities of such series, to
waive compliance by the Company with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder of this Note shall be conclusive and binding
upon such Holder and upon all future Holders of this Note and of any Notes
issued upon the registration of transfer hereof or in exchange herefor or in
lieu hereof, whether or not notation of such consent or waiver is made upon this
Note.
No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and premium, if any, and
interest on this Note, at the time, place and rate, and in the coin or currency,
herein and in the Indenture prescribed.
As provided in the Indenture and subject to certain limitations set forth
therein, the transfer of this Note may be registered on the Security Register
upon surrender of this Note for registration of transfer at the office or agency
of the Company maintained for the purpose in any place where the principal of
and interest on this Note are payable, duly endorsed, or accompanied by a
written instrument of transfer in form satisfactory to the Company and the
Security Registrar duly executed by the Holder hereof or by his attorney duly
authorized in writing, and
thereupon one or more new Notes, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee or
transferees.
The Notes are issuable only in registered form without coupons in the
denominations of $1,000 and integral multiples of $1,000. As provided in the
Indenture and subject to certain limitations set forth therein, the Notes are
exchangeable for a like aggregate principal amount of Notes of authorized
denominations as requested by the Holders surrendering the same.
No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge and any other expenses (including fees and
expenses of the Trustee) that may be imposed in connection therewith, other than
in certain cases provided in the Indenture.
Prior to due presentment of this Note for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Note is registered as the owner hereof for all
purposes, whether or not this Note shall be overdue, and neither the Company,
the Trustee nor any such agent shall be affected by notice to the contrary.
The Indenture contains provisions whereby (i) the Company may be discharged
from its obligations with respect to the Notes (subject to certain exceptions)
or (ii) the Company may be released from its obligations under specified
covenants and agreements in the Indenture, in each case if the Company
irrevocably deposits with the Trustee money or Government Obligations sufficient
to pay and discharge the entire indebtedness on all Notes, and satisfies certain
other conditions, all as more fully provided in the Indenture. In addition, the
Indenture shall cease to be of further effect (subject to certain exceptions)
with respect to the Notes when (1) either (A) all Notes previously authenticated
and delivered have been delivered (subject to certain exceptions) to the Trustee
for cancellation, or (B) all Notes (i) have become due and payable or (ii) will
become due and payable at their Stated Maturity within one year or (iii) are to
be called for redemption within one year and, in the case of (i), (ii) or (iii)
above, the Company has deposited with the Trustee as trust funds in trust for
such purpose, Dollars in an amount sufficient to pay and discharge the entire
indebtedness on all such Notes not theretofore delivered to the Trustee for
cancellation, including the principal of and premium, if any, and interest on
such Notes, to the date of such deposit (in the case of Notes which have become
due and payable) or to the Maturity thereof, as the case may be, (2) the Company
has paid or caused to be paid all other sums payable under the Indenture with
respect to the Outstanding Notes, and (3) the Company satisfies certain other
conditions, all as more fully provided in the Indenture.
This Note shall be governed by and construed in accordance with the laws of
the State of New York.
All terms used in this Note which are defined in the Indenture and not
defined herein shall have the meanings assigned to them in the Indenture.
Unless the certificate of authentication hereon has been executed by or on
behalf of the Trustee under the Indenture by the manual signature of one of its
authorized signatories, this Note shall not be entitled to any benefits under
the Indenture or be valid or obligatory for any purpose.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
[Seal]
CNF TRANSPORTATION INC.
Attest:_________________________ By: __________________________________
Name: Gary S. Cullen Name: Chutta Ratnathicam
Title: Assistant Secretary Title: Senior Vice President and
Chief Financial Officer
Dated:
TRUSTEE'S CERTIFICATE OF
AUTHENTICATION
This is one of the Securities of the series designated
therein referred to in the within-mentioned Indenture.
BANK ONE TRUST COMPANY, NATIONAL ASSOCIATION,
as Trustee
By: ______________________________________
Authorized Signatory
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of
this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM--as tenants in common UNIF GIFT MIN ACT - - ____________Custodian_________________
TEN ENT--as tenants by the entireties (Cust) (Minor)
JT TEN--as joint tenants with right of survivorship Under Uniform Gifts to Minors
and not as tenants in common Act___________________________________
(State)
Additional abbreviations may also be used though not in the above list.
______________________________________
FOR VALUE RECEIVED, the undersigned registered holder hereby sell(s), assign(s)
and transfer(s) unto
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE
_______________________________________________________
_______________________________________________________
________________________________________________________________________________
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE
________________________________________________________________________________
the within security and all rights thereunder, hereby irrevocably constituting
and appointing
_______________________________________________________________________ Attorney
to transfer said security on the books of the Company with full power of
substitution in the premises.
Dated:__________________________________________________________________________
Notice: The signature to this assignment must correspond with the
name as it appears upon the face of the within security in every
particular, without alteration or enlargement or any change whatever.