TO NBD BANK as Trustee Indenture Dated as of May 5, 1999 Providing for Issuance of Guaranteed Debt Securities in SeriesIndenture • May 11th, 1999 • Usfreightways Corp • Trucking (no local) • New York
USFREIGHTWAYS CORPORATION (a Delaware corporation) Guaranteed Notes due 2009 PURCHASE AGREEMENT ------------------ Dated: April 29, 1999 TABLE OF CONTENTS PURCHASE AGREEMENT............................................................1 SECTION 1....Purchase Agreement • May 11th, 1999 • Usfreightways Corp • Trucking (no local) • New York
EXHIBIT 4.1 AMENDED AND RESTATED RIGHTS AGREEMENTRights Agreement • January 30th, 2004 • Usf Corp • Trucking (no local) • Delaware
1 EXHIBIT 1.1 USFREIGHTWAYS CORPORATION (a Delaware corporation) Notes due 200__ PURCHASE AGREEMENT Dated: , 1999 TABLE OF CONTENTSPurchase Agreement • April 13th, 1999 • Usfreightways Corp • Trucking (no local) • New York
RECITALSEmployment Agreement • August 15th, 2000 • Usfreightways Corp • Trucking (no local) • Illinois
Indenture Dated as of April ___, 1999Indenture • April 13th, 1999 • Usfreightways Corp • Trucking (no local) • New York
Exhibit 4.1 THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY OR A SUCCESSOR DEPOSITORY. THIS NOTE IS NOT EXCHANGEABLE FOR SECURITIES...Indenture • April 26th, 2000 • Usfreightways Corp • Trucking (no local) • New York
Exhibit 1.1 USFREIGHTWAYS CORPORATION UNDERWRITING AGREEMENT ---------------------- 1. Introductory. USFreightways Corporation, a Delaware corporation ("Company"), proposes to issue and sell from time to time certain of its unsecured debt securities...Underwriting Agreement • April 26th, 2000 • Usfreightways Corp • Trucking (no local) • Delaware
USFREIGHTWAYS CORPORATION (a Delaware corporation) 2,700,000 Shares of Common Stock PURCHASE AGREEMENT Dated: ________, 1997 2 TABLE OF CONTENTSPurchase Agreement • January 13th, 1997 • Usfreightways Corp • Trucking (no local) • New York
1 EXHIBIT 4.2 THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY OR A SUCCESSOR DEPOSITORY. THIS NOTE IS NOT EXCHANGEABLE FOR SECURITIES...Indenture Note • May 11th, 1999 • Usfreightways Corp • Trucking (no local) • New York
AGREEMENT AND PLAN OF MERGER By and Among YELLOW ROADWAY CORPORATION, YANKEE II LLC and USF CORPORATION Dated as of February 27, 2005 As amended as of May 1, 2005Merger Agreement • May 2nd, 2005 • Usf Corp • Trucking (no local) • Delaware
This Agreement and Plan of Merger (this “Agreement”) is dated as of February 27, 2005 and as amended as of May 1, 2005 (the “Amendment Date”), by and among Yellow Roadway Corporation, a Delaware corporation (“Parent”), Yankee II LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (“Merger Sub”), and USF Corporation, a Delaware corporation (the “Company”). Merger Sub and the Company are sometimes hereinafter collectively referred to as the “Constituent Entities”.
CREDIT AGREEMENT DATED AS OF OCTOBER 24, 2002 AMONG USFREIGHTWAYS CORPORATION, THE GUARANTORS FROM TIME TO TIME PARTIES HERETO, THE LENDERS FROM TIME TO TIME PARTIES HERETO, AND HARRIS TRUST AND SAVINGS BANK, as Administrative Agent SUNTRUST BANK, as...Credit Agreement • March 17th, 2003 • Usfreightways Corp • Trucking (no local) • Illinois
USF Corporation 8550 W. Bryn Mawr Ave., Suite 700 Chicago, IL 60631 February 7, 2005 Mr. Paul J. Liska USF Corporation 8550 Bryn Mawr Avenue Chicago, IL 60631 Dear Paul:Executive Chairman Agreement • February 7th, 2005 • Usf Corp • Trucking (no local)
This letter confirms the agreement which we have reached regarding your service as Executive Chairman of the Board of Directors (the “Board”) of USF Corporation (the “Company”).
PURCHASE AND SALE AGREEMENT Dated as of December 28, 2004 among USF REDDAWAY INC., as an Originator, USF HOLLAND INC., as an Originator, USF FINANCE COMPANY LLC, as Buyer and USF CORPORATION, as ServicerPurchase and Sale Agreement • December 30th, 2004 • Usf Corp • Trucking (no local) • Illinois
THIS PURCHASE AND SALE AGREEMENT dated as of December 28, 2004 (this “Agreement”), between USF REDDAWAY INC., an Oregon corporation (“USF Reddaway”), USF HOLLAND INC., a Michigan corporation (“USF Holland” and, together with USF Reddaway and each other Subsidiary of Servicer that becomes party hereto, the “Originators”), USF FINANCE COMPANY LLC, a Delaware limited liability company (“Buyer”), and USF CORPORATION, a Delaware corporation (“Servicer”). The parties agree as follows:
USF CORPORATION SEVERANCE PROTECTION AGREEMENTSeverance Protection Agreement • March 3rd, 2005 • Usf Corp • Trucking (no local) • Illinois
THIS AGREEMENT (the “Agreement”) is made as of , 2005 (“Effective Date”) by and between USF Corporation, a Delaware corporation (the “Company”), and (the “Executive”).
EMPLOYMENT AGREEMENTEmployment Agreement • May 7th, 2004 • Usf Corp • Trucking (no local) • Illinois
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into effective as of February 2, 2004 (the “Effective Date”), by and between USF Corporation, a Delaware corporation (the “Employer”), and Thomas E. Bergmann (the “Executive”).
AMENDMENT OF USF CORPORATION SEVERANCE PROTECTION AGREEMENTSeverance Protection Agreement • March 3rd, 2005 • Usf Corp • Trucking (no local)
THIS AMENDMENT (the “Amendment”) is made and effective as of , 2005 by and between USF Corporation, a Delaware corporation (the “Company”), and (the “Executive”).
February 27, 2005 Mr. Paul J. LiskaTransaction Fee Agreement • March 3rd, 2005 • Usf Corp • Trucking (no local)
USF CORPORATION RESTRICTED STOCK GRANT AGREEMENTRestricted Stock Grant Agreement • November 10th, 2004 • Usf Corp • Trucking (no local) • Illinois
THIS AGREEMENT is made effective (the “Grant Date”) between USF Corporation, a Delaware corporation (the “Company”), and Thomas E. Bergmann (the “Recipient”).
USF Corporation 8550 W. Bryn Mawr Ave., Suite 700 Chicago, IL 60631 February 7, 2005 Mr. Thomas E. Bergmann USF Corporation 8550 Bryn Mawr Avenue Chicago, Illinois 60631 Dear Tom:Employment Agreement • February 7th, 2005 • Usf Corp • Trucking (no local)
This letter confirms the agreement which we have reached regarding your service as Interim Chief Executive Officer of USF Corporation (the “Company”). This letter is an amendment of your Employment Agreement with the Company dated February 2, 2004 (“Employment Agreement”).
SEPARATION AGREEMENT AND GENERAL RELEASESeparation Agreement • November 2nd, 2004 • Usf Corp • Trucking (no local) • Illinois
This Separation Agreement and General Release (the “Agreement”) is made and entered into this 2nd day of November, 2004, by and between USF Corporation, a Delaware corporation (the “Employer”) and Richard P. DiStasio (the “Executive”), who mutually agree and covenant as follows for the consideration contained herein:
USF CORPORATION FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • March 15th, 2005 • Usf Corp • Trucking (no local) • Illinois
This First Amendment to Credit Agreement (herein, the “Amendment”) is entered into as of December 15, 2004, among USF Corporation (formerly known as USFreightways Corporation), a Delaware corporation (the “Borrower”), the lenders party hereto and Harris Trust and Savings Bank, as Administrative Agent (the “Administrative Agent”).
USF CORPORATION NONSTATUTORY STOCK OPTION AGREEMENTNonstatutory Stock Option Agreement • November 10th, 2004 • Usf Corp • Trucking (no local) • Illinois
THIS AGREEMENT is made effective (the “Grant Date”), between USF Corporation, a Delaware corporation (the “Company”), and (the “Optionee”).
RECEIVABLES SALE AGREEMENT DATED AS OF DECEMBER 28, 2004 AMONG USF FINANCE COMPANY LLC AS THE SELLER, USF CORPORATION, AS THE INITIAL SERVICER, ABN AMRO BANK N.V., AS THE AGENT AND AS THE WINDMILL PURCHASER AGENT, THE OTHER PURCHASER AGENTS FROM TIME...Receivables Sale Agreement • December 30th, 2004 • Usf Corp • Trucking (no local) • Illinois
Receivables Sale Agreement, dated as of December 28, 2004 (this “Agreement”), among USF Finance Company LLC, a Delaware limited liability company, as Seller (the “Seller”), USF Corporation, a Delaware corporation, as the Initial Servicer (the “Initial Servicer”), ABN AMRO Bank N.V., as the Windmill Purchaser Agent and as administrative agent for the Purchasers (the “Agent”), the other Purchaser Agents from time to time party hereto, the Related Bank Purchasers from time to time party hereto, Windmill Funding Corporation, as a Conduit Purchaser (“Windmill”), USF Assurance Co. Ltd. (“USF Assurance”) and the other Purchasers from time to time party hereto. Certain capitalized terms used herein, and certain rules of construction, are defined in Schedule I. The Related Bank Purchasers/Liquidity Banks for each Uncommitted Conduit Purchaser and each Committed Purchaser and their Commitments and the Purchaser Group Limits for each Purchaser Group are listed on Schedule II.
