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EXHIBIT 4.5
USFREIGHTWAYS CORPORATION
OFFICERS' CERTIFICATE
Pursuant to Sections 102 and 301 of the Indenture, dated as of April
___, 1999 (the "Indenture"), between USFreightways Corporation, a Delaware
corporation (the "Company"), and NBD Bank, the undersigned Chief Executive
Officer and Senior Vice President, Finance / Chief Financial Officer of the
Company each hereby certifies as follows:
1. He has read all provisions in the Indenture relating to conditions
precedent to the authentication and delivery of $100,000,000 aggregate
principal amount of the Company's ___% Notes due ____, 200_ (the "Notes")
and the definitions in the Indenture relating thereto and has made such
investigation as he considered necessary in connection with the delivery
hereof.
2. In his opinion, he has made such examination or investigation as
is necessary to enable him to express an informed opinion as to whether or
not provisions in the Indenture relating to conditions precedent to the
authentication and delivery of the Notes under the Indenture have been
complied with.
3. In his opinion, such provisions have been complied with.
4. Pursuant to resolutions adopted by the Board of Directors by
unanimous written consent on _____, 1999, and by the Special Committee of
the Board of Directors by unanimous written consent on ______, 1999, the
terms of the Notes to be issued under the Indenture shall be as follows:
(i) The title of the Notes is "___% Notes due 200_."
(ii) The Notes are to be issued in, and limited to, an aggregate
principal amount of $100,000,000 (except for Notes authenticated and
delivered upon registration of, transfer of, or in exchange for, or in
lieu of, other Notes pursuant to the terms of the Indenture).
(iii) The unpaid principal of the Notes is payable on _____, 200_,
subject to the provisions of the Indenture respecting acceleration.
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(iv) The Notes shall bear interest at a rate of ___% per annum
from ______, 1999 or from the most recent Interest Payment Date to
which interest has been paid or provided for, payable semi-annually in
arrears on May 1 and November 1 of each year, commencing November 1,
1999, to the Person in whose name and Note (or any predecessor Note) is
registered at the close of business on the April 15 or October 15, as
the case may be, next preceding such Interest Payment Date.
(v) Principal and interest on the Notes shall be payable at the
office of the Trustee under the Indenture: NBD Bank; 611 Woodward Ave.;
Detroit, Michigan 48226; Attn: Corporate Trust Office, provided that at
the option of the Company payment may be made by check mailed to the
address of the holder of the Notes as such address may appear on the
Security Register.
(vi) The Notes are redeemable, as a whole or in part, at the
option of the Company, at any time or from time to time, on at least 30
days, but not more than 60 days, prior notice mailed to the registered
address of each holder of the Notes. The redemption price will be equal
to the greater of (1) 100% of the principal amount of the Notes to be
redeemed or (2) the sum of the present values of the Remaining
Scheduled Payments (as defined below) discounted, on a semiannual basis
(assuming a 360-day year consisting of twelve 30-day months), at a rate
equal to the sum of the Treasury Rate (as defined below) and ____ basis
points.
In the case of each of clause (1) and (2), accrued interest
will be payable to the redemption date.
"Treasury Rate" means, with respect to any redemption date,
the rate per annum equal to the semiannual equivalent yield to maturity
of the Comparable Treasury Issue, assuming a price for the Comparable
Treasury Issue (expressed as a percentage of its principal amount)
equal to the Comparable Treasury Price for such redemption date.
"Comparable Treasury Issue" means the United States Treasury
security selected by an Independent Investment Banker 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 such Notes.
"Independent Investment Banker" means one of the Reference Treasury
Dealers appointed by the Company.
"Comparable Treasury Price" means, with respect to any
redemption date, (1) the average of the Reference Treasury Dealer
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Quotations for such redemption date after excluding the
highest and lowest of such Reference Treasury Dealer Quotations, or (2)
if the Trustee obtains fewer than five such Reference Treasury Dealer
Quotations, the average of all such quotations. "Reference Treasury
Dealer Quotations" means, with respect to each Reference Treasury
Dealer and any redemption date, the average, as determined by the
Trustee, 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 3:30
p.m., New York City time, on the third business day preceding such
redemption date.
"Reference Treasury Dealer" means Merrill Lynch, Pierce,
Fenner & Smith Incorporated and its successors. If the foregoing shall
cease to be a primary U.S. Government securities dealer (a "Primary
Treasury Dealer"), the Company shall substitute another nationally
recognized investment banking firm that is a Primary Treasury Dealer.
"Remaining Scheduled Payments" means, with respect to each
Note to be redeemed, the remaining scheduled payments of principal and
interest on such Note that would be due after the related redemption
date but for such redemption. If such redemption date is not an
interest payment date with respect to such Note, the amount of the next
succeeding scheduled interest payment on such Note will be reduced by
the amount of interest accrued on such Note to such redemption date.
On and after the redemption date, interest will cease to
accrue on the Notes or any portion of the Notes called for redemption
(unless the Company defaults in the payment of the redemption price and
accrued interest). On or before the redemption date, the Company will
deposit with a paying agent (or the Trustee) money sufficient to pay
the redemption price of and accrued interest on the Notes to be
redeemed on such date. If less than all of the Notes are to be
redeemed, the Notes to be redeemed shall be selected by the Trustee by
such method as the Trustee shall deem fair and appropriate.
(vii) The Notes will not be entitled to the benefit of any
sinking fund.
(viii) The Notes shall be subject to defeasance as provided in
Sections 1302 and 1303 of the Indenture.
(ix) The Notes shall be issuable in the form of Global
Securities, and the Depositary for the Global Securities shall be The
Depository Trust Company.
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(x) The Events of Default specified in Section 501 shall apply to
the Notes.
(xi) The Notes shall have the benefit of the covenants in Article
Ten.
(xii) Capitalized terms not otherwise defined herein have the
meanings specified in the Indenture.
IN WITNESS WHEREOF, we have here unto signed our names the ___ day of
_____, 1999.
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Name: John Campbell Carruth
Title: Chief Executive Officer
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Name: Christopher L. Ellis
Title: Vice President, Finance and
Chief Financial Officer