8-K

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549


                                   FORM 8-K



                            Current Report Pursuant
                         to Section 13 or 15(d) of the
                        Securities Exchange Act of l934

Date of report (Date of earliest event reported) April 19, 2000



                           USFREIGHTWAYS CORPORATION
- --------------------------------------------------------------------------------
            (Exact name of registrant as specified in its charter)


                                   Delaware
- --------------------------------------------------------------------------------
                (State or other jurisdiction of incorporation)


                0-19791                              36-3790696
- --------------------------------------------------------------------------------
        (Commission File Number)                  (I.R.S. Employer
                                                 Identification No.)


        8550 W. Bryn Mawr Avenue, Suite 700
                Chicago, Illinois                       60631
- --------------------------------------------------------------------------------
      (Address of principal executive offices)        (Zip Code)


                                (773) 824-1000
- --------------------------------------------------------------------------------
             (Registrant's Telephone Number, Including Area Code)


                                      N/A
- --------------------------------------------------------------------------------
        (Former name or former address, if changed since last report.)


Item 5. Other Events
        ------------

     On April 25, 2000, USFreightways Corporation issued $150,000,000 8-1/2%
Guaranteed Notes due April 15, 2010. Credit Suisse First Boston Corporation and
Merrill Lynch, Pierce, Fenner & Smith, Incorporated served as the underwriters
in the offering.

Item 7. Financial Statements and Exhibits
        ---------------------------------

     (c) Exhibits.

     1.1  Underwriting Agreement dated April 19, 2000, by and among
USFreightways Corporation, Credit Suisse First Boston Corporation and Merrill
Lynch, Pierce, Fenner & Smith, Incorporated.

     4.1  8-1/2% Guaranteed Note due April 15, 2010.


                                 SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                           USFREIGHTWAYS CORPORATION



Dated: April 26, 2000                      By: /s/ Christopher L. Ellis
                                              --------------------------------
                                              Christopher L. Ellis,
                                              Senior Vice President, Finance and
                                              Chief Financial Officer

EX-1.1

                                                                     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 registered under the registration statement referred
to in Section 2(a) (the "Debt Securities").  The Debt Securities and Guarantees
(as defined below) will be issued under an indenture, dated as of May 5, 1999
("Indenture"), among the Company, the Guarantors (as defined below) named
therein and Bank One Trust Company, National Association (as successor-in-
interest to NBD Bank), as Trustee, in one or more series, which series may vary
as to interest rates, maturities, redemption provisions, selling prices and
other terms, with all such terms for any particular series of the Debt
Securities being determined at the time of sale.  The Debt Securities will be
fully and unconditionally guaranteed on a senior basis pursuant to the terms of
the Indenture (the "Guarantees" and together with the Debt Securities, the
"Registered Securities") by the persons listed on Schedule B to the Terms
Agreement (each a "Guarantor," and collectively, the "Guarantors").  Particular
series of the Registered Securities will be sold pursuant to a Terms Agreement
referred to in Section 3, for resale in accordance with terms of offering
determined at the time of sale.  The term "Indenture," as used herein, includes
(a) the Officers' Certificate (as defined in the Indenture) establishing the
form and terms of the Debt Securities pursuant to Sections 102 and 301 of the
Indenture, (b) the First Supplemental Indenture, dated as of January 31, 2000,
among the Company, the Guarantors named therein and the Trustee, and (c) any
other amendments or supplements to the Indenture.

     The Registered Securities involved in any such offering are hereinafter
referred to as the "Offered Securities".  The firm or firms which agree to
purchase the Offered Securities are hereinafter referred to as the
"Underwriters" of such securities, and the representative or representatives of
the Underwriters, if any, specified in a Terms Agreement referred to in Section
3 are hereinafter referred to as the "Representatives"; provided, however, that
if the Terms Agreement does not specify any representative of the Underwriters,
the term "Representatives", as used in this Agreement (other than in Sections
2(b), 5(c) and 6 and the second sentence of Section 3), shall mean the
Underwriters.

     2. Representations and Warranties of the Company and the Guarantors.  The
Company and the Guarantors, jointly and severally, as of the date of each Terms
Agreement referred to in Section 3, represent and warrant to, and agree with,
each Underwriter that:

          (a) The Company meets the requirements for use of Form S-3 under the
     Securities Act of 1933, as amended (the "Act"). A registration statement
     (No. 333-95777), including a prospectus, relating to the Registered
     Securities has been filed with the Securities and Exchange Commission
     ("Commission") and has become effective under the Act, no stop order
     suspending the effectiveness of the registration statement has been issued
     under the Act, no proceedings for that purpose have been instituted or are
     pending or, to the knowledge of the Company, are contemplated by the
     Commission, and any request on the part of the Commission for additional
     information has been complied with. Such registration statement, as amended
     at the time of any Terms Agreement referred to in Section 3, is hereinafter
     referred to as the "Registration Statement", and the prospectus included in
     such Registration Statement, as supplemented as contemplated by Section 3
     to reflect the terms of the Offered Securities and the terms of offering
     thereof, as first filed with the Commission pursuant to and in accordance
     with Rule 424(b) ("Rule 424(b)") under the Act, including all material
     incorporated by reference therein, is hereinafter referred to as the


     "Prospectus". No document has been or will be prepared or distributed in
     reliance on Rule 434 under the Act.

          (b) On the effective date of the Registration Statement relating to
     the Registered Securities, such Registration Statement conformed in all
     respects to the requirements of the Act, the Trust Indenture Act of 1939
     ("Trust Indenture Act") and the rules and regulations of the Commission
     ("Rules and Regulations") and did not include any untrue statement of a
     material fact or omit to state any material fact required to be stated
     therein or necessary to make the statements therein not misleading, and on
     the date of each Terms Agreement referred to in Section 3, the Registration
     Statement and the Prospectus will conform in all respects to the
     requirements of the Act, the Trust Indenture Act and the Rules and
     Regulations, and neither of such documents will include any untrue
     statement of a material fact or omit to state any material fact required to
     be stated therein or necessary to make the statements therein not
     misleading, except that the foregoing does not apply to statements in or
     omissions from any of such documents based upon written information
     furnished to the Company by any Underwriter through the Representatives, if
     any, specifically for use therein.

          (c) Each Prospectus delivered to the Underwriters for use in
     connection with any Terms Agreement will be identical to the electronically
     transmitted copies thereof filed with the Commission pursuant to its
     electronic data gathering, analysis and retrieval system.

          (d) The documents incorporated or deemed to be incorporated by
     reference in the Registration Statement or the Prospectus, at the time they
     were filed with the Commission, complied and will comply in all material
     respects with the requirements of the Securities and Exchange Act of 1934,
     as amended (the "Exchange Act"), and the Rules and Regulations thereunder.

          (e) There are no contracts or documents that are required to be
     described in the Registration Statement or the documents incorporated by
     reference therein or to be filed as exhibits thereto that have not been so
     described and filed as required.

          (f) The Company has been duly incorporated and is an existing
     corporation in good standing under the laws of the State of Delaware, with
     power and authority (corporate and other) to own, lease and operate its
     properties and conduct its business as described in the Registration
     Statement and the Prospectus and to enter into and perform its obligations
     under the Terms Agreement (including the provisions of this Agreement); the
     Company is duly qualified to do business as a foreign corporation in good
     standing in all other jurisdictions in which its ownership or lease of
     property or the conduct of its business requires such qualification; the
     shares of issued and outstanding capital stock of the Company have been
     duly authorized and validly issued and are fully paid and non-assessable;
     and none of the outstanding shares of capital stock of the Company was
     issued in violation of the preemptive or other similar rights of any
     securityholder of the Company.

          (g) Each Guarantor has been duly incorporated and is an existing
     corporation in good standing under the laws of the jurisdiction of its
     incorporation, with power and authority (corporate and other) to own, lease
     and operate its properties and conduct its business as described in the
     Registration Statement; each Guarantor has the power and authority
     (corporate or other) to enter into and perform its obligations under the
     Terms Agreement (including the provisions of this Agreement); each
     Guarantor is duly qualified to do business as a foreign corporation in good
     standing in all other jurisdictions in which its ownership or lease of
     property or the conduct of its business requires such qualification; all of
     the issued and outstanding capital stock of each Guarantor has been duly
     authorized and validly issued and is fully paid and nonassessable and is
     owned by the Company,

                                       2


     directly or through subsidiaries, free and clear from any security
     interest, mortgage, pledge, lien, encumbrance, claim or equity; and none of
     the outstanding shares of capital stock of any subsidiary was issued in
     violation of the preemptive or similar rights of any securityholder of any
     subsidiary. The only subsidiaries of the Company are (i) the Guarantors and
     (ii) certain other subsidiaries which, considered in the aggregate as a
     single subsidiary, do not constitute a "significant subsidiary" as defined
     in Rule 1-02 of Regulation S-X.

          (h) The Indenture has been duly authorized by the Company and each
     Guarantor and has been duly qualified under the Trust Indenture Act; the
     Offered Securities have been duly authorized by the Company and each of the
     Guarantors; and when the Offered Securities are delivered and paid for
     pursuant to the Terms Agreement on the Closing Date (as defined in Section
     3) or pursuant to Delayed Delivery Contracts (as hereinafter defined), the
     Indenture will have been duly executed and delivered and will conform to
     the description thereof contained in the Prospectus, such Offered
     Securities will have been duly executed, authenticated, issued and
     delivered and will conform to the description thereof contained in the
     Prospectus, and the Indenture and such Offered Securities will constitute
     valid and legally binding obligations, respectively, of the Company and the
     Guarantors, enforceable in accordance with their respective terms, subject
     to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium
     and similar laws of general applicability relating to or affecting
     creditors' rights and to general equity principles.

          (i) No consent, approval, authorization, license, registration,
     qualification, decree of, order of, or filing with, any governmental agency
     or body or any court is required for the consummation of the transactions
     contemplated by the Terms Agreement (including the provisions of this
     Agreement) in connection with the issuance and sale of the Offered
     Securities by the Company and the Guarantors, or for the due execution,
     delivery or performance of the Indenture by the Company and the Guarantors,
     except such as have been obtained and made under the Act and the Trust
     Indenture Act and such as may be required under state securities laws.

          (j) Except as disclosed in the Prospectus, the Company and its
     subsidiaries have good and marketable title to all real properties and all
     other properties and assets owned by them, in each case free from liens,
     encumbrances and defects that would materially affect the value thereof or
     materially interfere with the use made or to be made thereof by them or, if
     determined adversely to the Company or any of its subsidiaries, would
     individually or in the aggregate have a material adverse effect on the
     condition (financial or other), business, properties or results of
     operations of the Company and its subsidiaries taken as a whole ("Material
     Adverse Effect"); and except as disclosed in the Prospectus, the Company
     and its subsidiaries hold any leased real or personal property under valid
     and enforceable leases and neither the Company nor any subsidiary has any
     notice of any material claim of any sort that has been asserted by anyone
     adverse to the rights of the Company or any subsidiary under any of the
     leases mentioned above, or affecting or questioning the rights of the
     Company or such subsidiary to the continued possession of the leased
     premises under any such lease that would materially interfere with the use
     made or to be made thereof by them.

          (k) Neither the Company nor any of the Guarantors is in violation of
     its charter or by-laws; neither the Company nor any of the Guarantors is in
     default in the performance or observance of any obligation, agreement,
     covenant or condition contained in any contract, indenture, mortgage, deed
     of trust, loan or credit agreement, note, lease or other agreement or
     instrument to which the Company or any of the Guarantors is a party or by
     which it or any of them may be bound, or to which any of the property or
     assets of the Company or any Guarantor is subject (collectively,
     "Agreements and Instruments") except for such defaults that would not
     result in a Material Adverse Effect; and the

                                       3


     execution, delivery and performance of the Terms Agreement (including the
     provisions of this Agreement), any Delayed Delivery Contracts, the
     Indenture and the Offered Securities and the consummation of and compliance
     with the transactions contemplated thereby and in the Registration
     Statement do not and will not, whether with or without the giving of notice
     or passage of time or both, conflict with or constitute a breach of, or
     default or Repayment Event (as defined below) under, or result in the
     creation or imposition of any lien, charge or encumbrance upon any property
     or assets of the Company or any Guarantor pursuant to the Agreements and
     Instruments (except for such conflicts, breaches or defaults or liens,
     charges or encumbrances that would not result in a Material Adverse
     Effect), nor will such action result in a violation of the provisions of
     the charter or by-laws of the Company or any Guarantor. As used herein, a
     "Repayment Event" means any event or condition that gives the holder of any
     note, debenture or other evidence of indebtedness (or any person acting on
     such holder's behalf) the right to require the repurchase, redemption or
     repayment of all or a portion of such indebtedness by the Company or any
     Guarantor.

          (l) The execution, delivery and performance of the Indenture, the
     Terms Agreement (including the provisions of this Agreement) and any
     Delayed Delivery Contracts and the issuance and sale of the Offered
     Securities and compliance with the terms and provisions thereof will not
     result in a breach or violation of any of the terms and provisions of, or
     constitute a default under, any applicable law, statute, rule, regulation,
     judgment, order, writ, decree or order of any governmental agency or body
     or any court, domestic or foreign, including, without limitation, the
     Federal Highway Administration ("FHA"), the United States Department of
     Transportation ("DOT") or any applicable state highway and transportation
     agency, having jurisdiction over the Company or any Guarantor of the
     Company or any of their properties, assets or any agreement or instrument
     to which the Company or any Guarantor is a party or by which the Company or
     any Guarantor is bound or to which any of the properties or assets of the
     Company or any Guarantor is subject, or the charter or by-laws of the
     Company or any Guarantor.

          (m) The Terms Agreement (including the provisions of this Agreement)
     and any Delayed Delivery Contracts have been duly authorized, executed and
     delivered by the Company and the Guarantors.

          (n) The Company and its subsidiaries possess such permits, licenses,
     approvals, consents, certificates and other authorizations (collectively,
     "Governmental Licenses") issued by appropriate federal, state, local or
     foreign regulatory agencies or bodies, including, without limitation, the
     FHA, the DOT and any applicable state highway and transportation agencies,
     that are necessary to conduct the business now operated by them; the
     Company and its subsidiaries are in compliance with the terms and
     conditions of all such Governmental Licenses, except where failure so to
     comply would not individually or in the aggregate, have a Material Adverse
     Effect; all of the Governmental Licenses are valid and in full force and
     effect, except where the invalidity of such Governmental Licenses or the
     failure of such Governmental Licenses to be in full force and effect would
     not have a Material Adverse Effect; and neither the Company nor any of its
     subsidiaries has received any notice of proceedings relating to the
     revocation or modification of any such Governmental Licenses that
     individually or in the aggregate, if the subject of any unfavorable
     decision, ruling or finding, would result in a Material Adverse Effect.

          (o) No labor dispute with the employees of the Company or any
     subsidiary exists or, to the knowledge of the Company or the Guarantors, is
     imminent that might have a Material Adverse Effect and neither the Company
     nor any Guarantor is aware of any existing or imminent labor disturbance

                                       4


     by the employees of any of its or any Guarantor's principal suppliers,
     manufacturers, customers or contracts which would result in a Material
     Adverse Effect.

          (p) The Company and its subsidiaries own, possess or can acquire on
     reasonable terms, adequate trademarks, trade names and other rights to
     inventions, know-how (including trade secrets and other unpatented and/or
     unpatented proprietary or confidential information, licenses, systems or
     procedures), patents, patent rights, copyrights, confidential information
     and other intellectual property (collectively, "intellectual property
     rights") necessary to conduct the business now operated by them, or
     presently employed by them, and have not received any notice or is
     otherwise aware of infringement of or conflict with asserted rights of
     others with respect to any intellectual property rights or of any facts or
     circumstances that would render any intellectual property rights invalid or
     inadequate to protect the interest of the Company or any of its
     subsidiaries, and that, if determined adversely to the Company or any of
     its subsidiaries, would individually or in the aggregate have a Material
     Adverse Effect.

          (q) Except as disclosed in the Prospectus, neither the Company nor any
     of its subsidiaries is in violation of any statute, any rule, regulation,
     decision, policy or order of any governmental agency or body or any court
     or any interpretation thereof, domestic or foreign, relating to the use,
     disposal or release of hazardous or toxic substances or relating to the
     protection or restoration of the environment or human exposure to hazardous
     or toxic substances (collectively, "environmental laws"), owns or operates
     any real property contaminated with any substance that is subject to any
     environmental laws, is liable for any off-site disposal or contamination
     pursuant to any environmental laws, or is subject to any claim relating to
     any environmental laws, which violation, contamination, liability or claim
     would individually or in the aggregate have a Material Adverse Effect and
     neither the Company nor any Guarantor is aware of any pending investigation
     which would lead to such a claim.

          (r) Except as disclosed in the Prospectus, there are no pending
     actions, suits, proceedings, inquiries, or investigations brought before or
     brought by any court or governmental agency or body, domestic or foreign,
     including, without limitation, the FHA, the DOT or any applicable state
     highway and transportation agency, now pending, or, to the knowledge of the
     Company, threatened, against or affecting the Company, any of its
     subsidiaries or any of their respective properties or assets that, if
     determined adversely to the Company or any of its subsidiaries, would
     individually or in the aggregate have a Material Adverse Effect, or would
     materially and adversely affect the ability of the Company or any Guarantor
     to perform its obligations under the Indenture, the Terms Agreement
     (including the provisions of this Agreement) or any Delayed Delivery
     Contracts, or which are otherwise material in the context of the sale of
     the Offered Securities; no such actions, suits or proceedings are
     threatened or, to the Company's or any Guarantor's knowledge, contemplated;
     and the aggregate of all pending legal or governmental proceedings to which
     the Company or any subsidiary is a party or of which any of their
     respective properties or assets is the subject that are not described in
     the Prospectus, including ordinary routine litigation incidental to the
     business, would not result in a Material Adverse Effect.

          (s) The financial statements included in the Registration Statement
     and Prospectus present fairly, in all material respects, the financial
     position of the Company and its consolidated subsidiaries as of the dates
     shown and their results of operations and cash flows for the periods shown,
     and such financial statements have been prepared in conformity with the
     generally accepted accounting principles in the United States applied on a
     consistent basis; any schedules included in the Registration Statement
     present fairly, in all material respects, the information required to be
     stated therein; and, if pro forma financial statements are included in the
     Registration Statement and

                                       5


     Prospectus, the assumptions used in preparing the pro forma financial
     statements included in the Registration Statement and the Prospectus
     provide a reasonable basis for presenting the significant effects directly
     attributable to the transactions or events described therein, the related
     pro forma adjustments give appropriate effect to those assumptions, and the
     pro forma columns therein reflect the proper application of those
     adjustments to the corresponding historical financial statement amounts.

          (t) The accountants who certified the financial statements and
     supporting schedules included in the Registration Statement and Prospectus
     are independent public accountants as required by the Act and the Rules and
     Regulations thereunder.

          (u) Except as disclosed in the Prospectus, since the date of the
     latest audited financial statements included in the Prospectus there has
     been no material adverse change, nor any development or event involving a
     prospective material adverse change, in the condition (financial or other),
     business, properties or results of operations of the Company and its
     subsidiaries taken as a whole, and, except as disclosed in or contemplated
     by the Prospectus, there has been no dividend or distribution of any kind
     declared, paid or made by the Company on any class of its capital stock.

          (v) The Company and the Guarantors are not and, after giving effect to
     the offering and sale of the Offered Securities and the application of the
     proceeds thereof as described in the Prospectus, will not be an "investment
     company" as defined in the Investment Company Act of 1940.

          (w) Neither the Company nor any of its affiliates does business with
     the government of Cuba or with any person or affiliate located in Cuba
     within the meaning of Section 517.075, Florida Statutes and the Company
     agrees to comply with such Section if prior to the completion of the
     distribution of the Offered Securities it commences doing such business.

     3.  Purchase and Offering of Offered Securities.  The obligation of the
Underwriters to purchase the Offered Securities will be evidenced by an
agreement or exchange of other written communications ("Terms Agreement") at the
time the Company determines to sell the Offered Securities.  The Terms Agreement
will incorporate by reference the provisions of this Agreement, except as
otherwise provided therein, and will specify the firm or firms which will be
Underwriters, the names of any Representatives, the principal amount to be
purchased by each Underwriter, the purchase price to be paid by the Underwriters
and the terms of the Offered Securities not already specified in the Indenture,
including, but not limited to, interest rate, maturity, any redemption
provisions and any sinking fund requirements and whether any of the Offered
Securities may be sold to institutional investors pursuant to Delayed Delivery
Contracts (as defined below).  The Terms Agreement will also specify the time
and date of delivery and payment (such time and date, or such other time not
later than seven full business days thereafter as the Underwriter first named in
the Terms Agreement (the "Lead Underwriter") and the Company agree as the time
for payment and delivery, being herein and in the Terms Agreement referred to as
the "Closing Date"), the place of delivery and payment and any details of the
terms of offering that should be reflected in the prospectus supplement relating
to the offering of the Offered Securities.  For purposes of Rule 15c6-1 under
the Exchange Act, the Closing Date (if later than the otherwise applicable
settlement date) shall be the date for payment of funds and delivery of
securities for all the Offered Securities sold pursuant to the offering, other
than Contract Securities for which payment of funds and delivery of securities
shall be as hereinafter provided.  The obligations of the Underwriters to
purchase the Offered Securities will be several and not joint.  It is understood
that the Underwriters propose to offer the Offered Securities for sale as set
forth in the Prospectus.

                                       6


     If the Terms Agreement provides for sales of Offered Securities pursuant to
delayed delivery contracts, the Company authorizes the Underwriters to solicit
offers to purchase Offered Securities pursuant to delayed delivery contracts
substantially in the form of Annex I attached hereto ("Delayed Delivery
Contracts") with such changes therein as the Company may authorize or approve.
Delayed Delivery Contracts are to be with institutional investors, including
commercial and savings banks, insurance companies, pension funds, investment
companies and educational and charitable institutions.  On the Closing Date, the
Company will pay, as compensation, to the Representatives for the accounts of
the Underwriters, the fee set forth in such Terms Agreement in respect of the
principal amount of Offered Securities to be sold pursuant to Delayed Delivery
Contracts ("Contract Securities").  The Underwriters will not have any
responsibility in respect of the validity or the performance of Delayed Delivery
Contracts.  If the Company executes and delivers Delayed Delivery Contracts, the
Contract Securities will be deducted from the Offered Securities to be purchased
by the several Underwriters and the aggregate principal amount of Offered
Securities to be purchased by each Underwriter will be reduced pro rata in
proportion to the principal amount of Offered Securities set forth opposite each
Underwriter's name in such Terms Agreement, except to the extent that the Lead
Underwriter determines that such reduction shall be otherwise than pro rata and
so advise the Company.  The Company will advise the Lead Underwriter not later
than the business day prior to the Closing Date of the principal amount of
Contract Securities.

     If the Terms Agreement specifies "Book-Entry Only" settlement or otherwise
states that the provisions of this paragraph shall apply, the Company will
deliver against payment of the purchase price the Offered Securities in the form
of one or more permanent global securities in definitive form (the "Global
Securities") deposited with the Trustee as custodian for The Depository Trust
Company ("DTC") and registered in the name of Cede & Co., as nominee for DTC.
Interests in any permanent global securities will be held only in book-entry
form through DTC, except in the limited circumstances described in the
Prospectus. Payment for the Offered Securities shall be made by the Underwriters
in Federal (same day) funds by official check or checks or wire transfer to an
account previously designated by the Company at a bank acceptable to the Lead
Underwriter, in each case drawn to the order of USFreightways Corporation at the
place of payment specified in the Terms Agreement on the Closing Date, against
delivery to the Trustee as custodian for DTC of the Global Securities
representing all of the Offered Securities.

     4.  Certain Agreements of the Company and the Guarantors.  The Company and
each Guarantor, jointly and severally, agrees with the several Underwriters that
it will furnish to counsel for the Underwriters, one signed copy of the
Registration Statement relating to the Registered Securities, including all
exhibits, in the form it became effective and of all amendments thereto and
that, in connection with each offering of Offered Securities:

          (a) The Company will file the Prospectus with the Commission pursuant
     to and in accordance with Rule 424(b)(2) (or, if applicable and if
     consented to by the Lead Underwriter, subparagraph (5)) not later than the
     second business day following the execution and delivery of the Terms
     Agreement.

          (b) The Company will advise the Lead Underwriter promptly of any
     proposal to amend or supplement the Registration Statement or the
     Prospectus and will afford the Lead Underwriter a reasonable opportunity to
     comment on any such proposed amendment or supplement; and the Company will
     also advise the Lead Underwriter promptly of the filing of any such
     amendment or supplement and of the institution by the Commission of any
     stop order proceedings in respect of the Registration Statement or of any
     part thereof and will use its best efforts to prevent the issuance of any
     such stop order and to obtain as soon as possible its lifting, if issued.

                                       7


          (c) If, at any time when a prospectus relating to the Offered
     Securities is required to be delivered under the Act in connection with
     sales by any Underwriter or dealer, any event occurs as a result of which
     the Prospectus as then amended or supplemented would include an untrue
     statement of a material fact or omit to state any material fact necessary
     to make the statements therein, in the light of the circumstances under
     which they were made, not misleading, or if it is necessary at any time to
     amend the Prospectus to comply with the Act, the Company promptly will
     notify the Lead Underwriter of such event and will promptly prepare and
     file with the Commission, at its own expense, an amendment or supplement
     which will correct such statement or omission or an amendment which will
     effect such compliance. Neither the Lead Underwriter's consent to, nor the
     Underwriters' delivery of, any such amendment or supplement shall
     constitute a waiver of any of the conditions set forth in Section 5 hereof.

          (d) As soon as practicable, but not later than 16 months, after the
     date of each Terms Agreement, the Company will make generally available to
     its securityholders an earnings statement covering a period of at least 12
     months beginning after the later of (i) the effective date of the
     Registration Statement relating to the Registered Securities, (ii) the
     effective date of the most recent post-effective amendment to the
     Registration Statement to become effective prior to the date of such Terms
     Agreement and (iii) the date of the Company's most recent Annual Report on
     Form 10-K filed with the Commission prior to the date of such Terms
     Agreement, which will satisfy the provisions of Section 11(a) of the Act.

          (e) The Company will furnish to the Representatives copies of the
     Registration Statement, including all exhibits, any related preliminary
     prospectus, any related preliminary prospectus supplement, the Prospectus
     and all amendments and supplements to such documents, in each case as soon
     as available and in such quantities as the Lead Underwriter reasonably
     requests.  The Company will pay the expenses of printing and distributing
     to the Underwriters all such documents.

          (f) The Company will arrange for the qualification of the Offered
     Securities for sale and the determination of their eligibility for
     investment under the laws of such jurisdictions as the Lead Underwriter
     designates and will continue such qualifications in effect so long as
     required for the distribution.

          (g) During the period of five years after the date of any Terms
     Agreement, the Company will furnish to the Representatives and, upon
     request, to each of the other Underwriters, if any, as soon as practicable
     after the end of each fiscal year, a copy of its annual report to
     stockholders for such year; and the Company will furnish to the
     Representatives (i) as soon as available, a copy of each report and any
     definitive proxy statement of the Company filed with the Commission under
     the Securities Exchange Act of 1934 or mailed to stockholders, and (ii)
     from time to time, such other information concerning the Company as the
     Lead Underwriter may reasonably request.

          (h) The Company will pay all expenses incident to the performance of
     its obligations under the Terms Agreement (including the provisions of this
     Agreement), for any filing fees or other expenses (including fees and
     disbursements of counsel) in connection with qualification of the
     Registered Securities for sale and determination of their eligibility for
     investment under the laws of such jurisdictions as the Lead Underwriter may
     designate and the printing of memoranda relating thereto, for any fees
     charged by investment rating agencies for the rating of the Offered
     Securities, for any applicable filing fee incident to, and the reasonable
     fees and disbursements of counsel for the Underwriters in connection with,
     the review by the National Association of Securities Dealers, Inc. of the
     Registered Securities, for any travel expenses of the Company's officers
     and employees and any

                                       8


     other expenses of the Company in connection with attending or hosting
     meetings with prospective purchasers of Registered Securities and for
     expenses incurred in distributing the Prospectus, any preliminary
     prospectuses, any preliminary prospectus supplements or any other
     amendments or supplements to the Prospectus to the Underwriters.

          (i) Neither the Company nor any Guarantor will offer, sell, contract
     to sell, pledge or otherwise dispose of, directly or indirectly, or file
     with the Commission a registration statement under the Act relating to
     United States dollar-denominated debt securities issued or guaranteed by
     the Company and having a maturity of more than one year from the date of
     issue, or publicly disclose the intention to make any such offer, sale,
     pledge, disposition or filing, without the prior written consent of the
     Lead Underwriter for a period beginning at the time of execution of the
     Terms Agreement and ending the number of days after the Closing Date
     specified under "Blackout" in the Terms Agreement.

     5.  Conditions of the Obligations of the Underwriters. The obligations of
the several Underwriters to purchase and pay for the Offered Securities will be
subject to the accuracy of the representations and warranties on the part of the
Company and the Guarantors herein, to the accuracy of the statements of Company
officers made pursuant to the provisions hereof, to the performance by the
Company and each Guarantor of its obligations hereunder and to the following
additional conditions precedent:

          (a) On or prior to the date of the Terms Agreement, the
     Representatives shall have received a letter, dated the date of delivery
     thereof, of Arthur Andersen LLP confirming that they are independent public
     accountants within the meaning of the Act and the applicable published
     Rules and Regulations thereunder and stating to the effect that:

               (i) in their opinion the financial statements and any schedules
          and any summary of earnings examined by them and included in the
          Prospectus comply as to form in all material respects with the
          applicable accounting requirements of the Act and the related
          published Rules and Regulations;

               (ii) they have performed the procedures specified by the American
          Institute of Certified Public Accountants for a review of interim
          financial information as described in Statement of Auditing Standards
          No. 71, Interim Financial Information, on any unaudited financial
          statements included in the Registration Statement;

               (iii) on the basis of the review referred to in clause (ii)
          above, a reading of the latest available interim financial statements
          of the Company, inquiries of officials of the Company who have
          responsibility for financial and accounting matters and other
          specified procedures, nothing came to their attention that caused them
          to believe that:

                    (A) the unaudited financial statements, if any, and any
               summary of earnings included in the Prospectus do not comply as
               to form in all material respects with the applicable accounting
               requirements of the Act and the related published Rules and
               Regulations or any material modifications should be made to such
               unaudited financial statements and summary of earnings for them
               to be in conformity with generally accepted accounting
               principles;

                    (B) if any unaudited "capsule" information is contained in
               the Prospectus, the unaudited consolidated net sales, net
               operating income, net income and net

                                       9


               income per share amounts or other amounts constituting such
               "capsule" information and described in such letter do not agree
               with the corresponding amounts set forth in the unaudited
               consolidated financial statements or were not determined on a
               basis substantially consistent with that of the corresponding
               amounts in the audited statements of income;

                    (C) at the date of the latest available balance sheet read
               by such accountants, or at a subsequent specified date not more
               than three business days prior to the date of the such letter,
               there was any change in the capital stock or any increase in
               short-term indebtedness or long-term debt of the Company and its
               consolidated subsidiaries or, at the date of the latest available
               balance sheet read by such accountants, there was any decrease in
               consolidated net current assets or net assets, as compared with
               amounts shown on the latest balance sheet included in the
               Prospectus; or

                    (D) for the period from the closing date of the latest
               income statement included in the Prospectus to the closing date
               of the latest available income statement read by such accountants
               there were any decreases, as compared with the corresponding
               period of the previous year, in consolidated net sales, net
               operating income, per share amounts of consolidated income before
               extraordinary items or net income or in the ratio of earnings to
               fixed charges;

          except in all cases set forth in clauses (C) and (D) above for
          changes, increases or decreases which the Prospectus discloses have
          occurred or may occur or which are described in such letter; and

               (iv) they have compared specified dollar amounts (or percentages
          derived from such dollar amounts) and other financial information
          contained in the Prospectus (in each case to the extent that such
          dollar amounts, percentages and other financial information are
          derived from the general accounting records of the Company and its
          subsidiaries subject to the internal controls of the Company's
          accounting system or are derived directly from such records by
          analysis or computation) with the results obtained from inquiries, a
          reading of such general accounting records and other procedures
          specified in such letter and have found such dollar amounts,
          percentages and other financial information to be in agreement with
          such results, except as otherwise specified in such letter.

     All financial statements and schedules included in material incorporated by
     reference into the Prospectus shall be deemed included in the Prospectus
     for purposes of this subsection.

          (b) The Prospectus shall have been filed with the Commission in
     accordance with the Rules and Regulations and Section 4(a) of this
     Agreement. No stop order suspending the effectiveness of the Registration
     Statement or of any part thereof shall have been issued and no proceedings
     for that purpose shall have been instituted or, to the knowledge of the
     Company or any Underwriter, shall be contemplated by the Commission.

          (c) Subsequent to the execution of the Terms Agreement, there shall
     not have occurred (i) any change, or any development or event involving a
     prospective change, in the condition (financial or other), business,
     properties or results of operations of the Company and its subsidiaries
     taken as one enterprise which, in the judgment of a majority in interest of
     the Underwriters including

                                       10


     any Representatives, is material and adverse and makes it impractical or
     inadvisable to proceed with completion of the public offering or the sale
     of and payment for the Offered Securities; (ii) any downgrading in the
     rating of any debt securities of the Company or of any Guarantor by any
     "nationally recognized statistical rating organization" (as defined for
     purposes of Rule 436(g) under the Act), or any public announcement that any
     such organization has under surveillance or review its rating of any debt
     securities of the Company or of any Guarantor (other than an announcement
     with positive implications of a possible upgrading, and no implication of a
     possible downgrading, of such rating); (iii) any material suspension or
     material limitation of trading in securities generally on the New York
     Stock Exchange, or any setting of minimum prices for trading on such
     exchange, or any suspension of trading of any securities of the Company on
     any exchange or in the over-the-counter market; (iv) any banking moratorium
     declared by U.S. Federal or New York authorities; or (v) any outbreak or
     escalation of major hostilities in which the United States is involved, any
     declaration of war by Congress or any other substantial national or
     international calamity or emergency if, in the judgment of a majority in
     interest of the Underwriters including any Representatives, the effect of
     any such outbreak, escalation, declaration, calamity or emergency makes it
     impractical or inadvisable to proceed with completion of the public
     offering or the sale of and payment for the Offered Securities.

          (d) The Representatives shall have received an opinion, dated the
     Closing Date, of Sachnoff & Weaver Ltd., counsel for the Company, to the
     effect that:

               (i) The Company has been duly incorporated and is validly
          existing as a corporation in good standing under the laws of the State
          of Delaware;

               (ii) The Company has corporate power and authority to own, lease
          and operate its properties and to conduct its business as described in
          the Prospectus and to enter into and perform its obligations under the
          Terms Agreement (including the provisions of this Agreement) and any
          Delayed Delivery Contracts;

               (iii) The Company is duly qualified as a foreign corporation to
          transact business and is in good standing in each jurisdiction in
          which such qualification is required, except where the failure so to
          qualify or to be in good standing would not result in a Material
          Adverse Effect;

               (iv) The shares of issued and outstanding capital stock of the
          Company have been duly authorized and validly issued and are fully
          paid and non-assessable;  and none of the outstanding shares of
          capital stock of the Company was issued in violation of the preemptive
          or other similar rights of any securityholder of the Company;

               (v) Each Guarantor (A) has been duly incorporated and is validly
          existing as a corporation in good standing under the laws of the
          jurisdiction of its incorporation, (B) has corporate power and
          authority to own, lease and operate its properties and to conduct its
          business as described in the Prospectus and to enter into and perform
          its obligations under the Terms Agreement (including the provisions of
          this Agreement) and any Delayed Delivery Contracts and (C) is duly
          qualified as a foreign corporation to transact business and is in good
          standing in each jurisdiction in which such qualification is required,
          except where the failure so to qualify or to be in good standing would
          not result in a Material Adverse Effect; all of the issued and
          outstanding capital stock of each Guarantor has been duly authorized
          and validly issued, is fully paid and non-assessable

                                       11


          and, to the best of our knowledge, is owned by the Company, directly
          or through subsidiaries, free and clear of any security interest,
          mortgage, pledge, lien, encumbrance, claim or equity;

               (vi) The Terms Agreement (including the provisions of this
          Agreement) and any Delayed Delivery Contracts have been duly
          authorized, executed and delivered by the Company and each Guarantor;

               (vii) The Indenture has been duly authorized, executed and
          delivered by the Company and each Guarantor and (assuming the due
          authorization, execution and delivery thereof by the Trustee)
          constitutes a valid and binding agreement of the Company and each
          Guarantor, enforceable against the Company and each Guarantor in
          accordance with its terms, except as the enforcement thereof may be
          limited by bankruptcy, insolvency (including, without limitation, all
          laws relating to fraudulent transfers), reorganization, moratorium or
          similar laws affecting enforcement of creditors' rights generally and
          except as enforcement thereof is subject to general principles of
          equity (regardless of whether enforcement is considered in a
          proceeding in equity or at law);

               (viii) The Offered Securities are in the form contemplated by
          the Indenture, have been duly authorized by the Company and each of
          the Guarantors and, other than any Contract Securities, have been duly
          executed, issued and delivered by the Company and each of the
          Guarantors; the Offered Securities, other than any Contract
          Securities, constitute, and any Contract Securities, when executed,
          authenticated, issued and delivered in the manner provided in the
          Indenture and sold pursuant to Delayed Delivery Contracts, will
          constitute, valid and binding obligations of the Company and the
          Guarantors, enforceable against the Company and each Guarantor in
          accordance with their terms, except as the enforcement of the Offered
          Securities may be limited by bankruptcy, insolvency (including,
          without limitation, all laws relating to fraudulent transfers),
          reorganization, moratorium or similar laws affecting enforcement of
          creditors' rights generally and except as enforcement thereof is
          subject to general principles of equity (regardless of whether
          enforcement is considered in a proceeding in equity or at law), and
          will be entitled to the benefits of the Indenture;

               (ix) The Indenture has been duly qualified under the Trust
          Indenture Act;

               (x) The Indenture and the Offered Securities, other than any
          Contract Securities, conform, and any Contract Securities, when so
          issued and delivered and sold pursuant to Delayed Delivery Contracts
          will conform, as to legal matters in all material respects to the
          descriptions thereof contained in the Prospectus;

               (xi) The Registration Statement has become effective under the
          Act, the Prospectus was filed with the Commission pursuant to the
          subparagraph of Rule 424(b) specified in such counsel's opinion on the
          date specified therein, and, to the best knowledge of such counsel, no
          stop order suspending the effectiveness of the Registration Statement
          or any part thereof has been issued and no proceedings for that
          purpose have been instituted or are pending or contemplated under the
          Act, and the Registration Statement relating to the Registered
          Securities, as of its effective date, the Registration Statement and
          the Prospectus, as of the date of the Terms Agreement, and any
          amendment or supplement thereto, as of its

                                       12


          date, complied as to form in all material respects with the
          requirements of the Act, the Trust Indenture Act and the Rules and
          Regulations; nothing has come to such counsel's attention that would
          lead such counsel to believe that the Registration Statement, as of
          its effective date and as of the date of the Terms Agreement or as of
          the Closing Date, or any amendment thereto, as of its date or as of
          the Closing Date, contained any untrue statement of a material fact or
          omitted to state any material fact required to be stated therein or
          necessary to make the statements therein not misleading or that the
          Prospectus, as of the date of the Terms Agreement or as of such
          Closing Date, or any amendment or supplement thereto, as of its date
          or as of the Closing Date, contained any untrue statement of a
          material fact or omitted to state any material fact necessary in order
          to make the statements therein, in the light of the circumstances
          under which they were made, not misleading; it being understood that
          such counsel need express no opinion as to the financial statements,
          supporting schedules included therein or omitted therefrom, or other
          financial data contained in the Registration Statement, the Prospectus
          or the Trustee's Statement of Eligibility on Form T-1;

               (xii) The documents incorporated by reference in the Prospectus
          (other than the financial statements and supporting schedules included
          therein or omitted therefrom, as to which such counsel need express no
          opinion), when they were filed with the Commission complied as to form
          in all material respects with the requirements of the Exchange Act and
          the Rules and Regulations thereunder;

               (xiii) To the best of such counsel's knowledge, except as
          disclosed in the Prospectus, there is not pending or threatened any
          action, suit, proceeding, inquiry or investigation, to which the
          Company or any Guarantor is a party, or to which the property of the
          Company or any Guarantor is subject, before or brought by any court or
          governmental agency or body, domestic or foreign, that would result in
          a Material Adverse Effect, or that would materially and adversely
          affect the properties or assets thereof or the consummation of the
          transactions contemplated in the Terms Agreement (including the
          provisions of this Agreement) or the performance by the Company and
          each Guarantor of its respective obligations thereunder;

               (xiv) The information in "Description of the Guaranteed Notes",
          "Description of the Debt Securities" and in the Registration Statement
          under Item 15, to the extent that it constitutes matters of law,
          summaries of legal matters, the Company's Restated Certificate of
          Incorporation and By-laws or legal proceedings, or legal conclusions,
          has been reviewed by us and is correct in all material respects;

               (xv) To the best of such counsel's knowledge, neither the Company
          nor any Guarantor is in violation of its charter, certificate or
          articles of incorporation or by-laws and no default by the Company or
          any Guarantor exists in the due performance or observance of any
          material obligation, agreement, covenant or condition contained in any
          contract, indenture, mortgage, loan agreement, note, lease or other
          agreement or instrument that is described or referred to in the
          Registration Statement or the Prospectus or filed or incorporated by
          reference as an exhibit to the Registration Statement;

               (xvi) No filing with, or authorization, approval, consent,
          license, order, registration, qualification or decree of, any court or
          governmental authority or agency, domestic or foreign (other than
          under the Act and the Rules and Regulations thereunder,

                                       13


          which have been obtained, or as may be required under the securities
          or blue sky laws of the various states and except for the
          qualification of the Indenture under the Trust Indenture Act, or other
          than the FHA, the DOT or any applicable state highway and
          transportation agency, as to which such counsel need express no
          opinion) is necessary or required in connection with the due
          authorization, execution and delivery of the Terms Agreement
          (including the provisions of this Agreement) or any Delayed Delivery
          Contract or the due execution, delivery or performance of the
          Indenture by the Company or for the offering, issuance, sale or
          delivery of the Offered Securities or any Contract Securities;

               (xvii) The execution, delivery and performance of the Terms
          Agreement (including the provisions of this Agreement), any Delayed
          Delivery Contract, the Indenture, the Offered Securities and any
          Contract Securities and the consummation of the transactions
          contemplated in the Terms Agreement (including the provisions of this
          Agreement) and in the Registration Statement (including the issuance
          and sale of the Offered Securities and any Contract Securities and the
          use of the proceeds from the sale of the Offered Securities or any
          Contract Securities as described in the Prospectus under the caption
          "Use Of Proceeds") and compliance by the Company and each Guarantor
          with its respective obligations under the Terms Agreement (including
          the provisions of this Agreement), any Delayed Delivery Contract, the
          Indenture, the Offered Securities and any Contract Securities do not
          and will not, whether with or without the giving of notice or lapse of
          time or both, conflict with or constitute a breach of, default or
          Repayment Event under or result in the creation or imposition of any
          lien, charge or encumbrance upon any property or assets of the Company
          or any Guarantor pursuant to any contract, indenture, mortgage, deed
          of trust, loan or credit agreement, note, lease or any other agreement
          or instrument, known to us, to which the Company or any Guarantor is a
          party or by which it or any of them may be bound, or to which any of
          the property or assets of the Company or any Guarantor is subject
          (except for such conflicts, breaches or defaults or liens, charges or
          encumbrances that would not have a Material Adverse Effect), nor will
          such action result in any violation of the provisions of the charter,
          certificate or articles of incorporation or by-laws of the Company or
          any Guarantor, or any applicable Illinois law, United States Federal
          law or regulation or Delaware corporate law (except such counsel need
          not opine on highway or transportation laws relating to the regulation
          of the Company, the Guarantors or their businesses by the FHA, the DOT
          or any applicable state highway and transportation agency), having
          jurisdiction over the Company or any of the Guarantors or any of their
          properties; and

               (xviii) Neither the Company nor any Guarantor is an "investment
          company" or an entity "controlled" by an "investment company," as such
          terms are defined in the Investment Company Act of 1940.

          (e) The Representatives shall have received an opinion, dated the
     Closing Date, of Richard C. Pagano, Vice President and General Counsel for
     the Company, to the effect that:

               (i) No consent, approval, authorization, order, registration or
          qualification of the FHA, the DOT or any applicable state highway and
          transportation agency having jurisdiction over the Company or any of
          the Guarantors is required with respect to the due authorization,
          execution and delivery of the Terms Agreement (including the
          provisions of this Agreement) or any Delayed Delivery Contract or for
          the offering,

                                       14


          issuance, sale or delivery of the Offered Securities or any Contract
          Securities (such counsel may rely on the opinions of local counsel);

               (ii) The execution, delivery and performance of the Terms
          Agreement (including the provisions of this Agreement) and any Delayed
          Delivery Contract and the consummation of the transactions
          contemplated in the Terms Agreement (including the provisions of this
          Agreement) and in the Registration Statement (including the issuance
          and sale of the Offered Securities and any Contract Securities and the
          use of the proceeds from the sale of the Offered Securities or any
          Contract Securities as described in the Prospectus under the caption
          "Use Of Proceeds") and compliance by the Company and each Guarantor
          with its respective obligations under the Terms Agreement (including
          the provisions of this Agreement) or any Delayed Delivery Contract do
          not and will not result in a violation of any law, ordinance,
          administrative or governmental rule or regulation or court decree
          applicable to it of the FHA, the DOT or any applicable state highway
          and transportation agency;

               (iii) Each Guarantor to the best of such counsel's knowledge
          holds all licenses, franchises, permits, authorizations, approvals and
          orders of and from all governmental regulatory officials and bodies,
          including the FHA, the DOT or any applicable state highway and
          transportation agencies, that are necessary to own or lease their
          properties and conduct their businesses as described in the Prospectus
          and are material to the consolidated financial position, stockholders'
          equity or results of operations of the Company and its subsidiaries,
          taken as a whole; and

               (iv) To the best of such counsel's knowledge and other than as
          set forth in the Prospectus, neither the Company nor any of the
          Guarantors is in violation of any law, ordinance, administrative or
          governmental rule or regulation or court decree applicable to it of
          the FHA, the DOT or any applicable state highway and transportation
          agency, or is not in compliance with any term or condition of, or has
          failed to obtain, any license, permit, franchise or other
          administrative or governmental authorization of the FHA, the DOT or
          any applicable state highway and transportation agency, which
          violation, non-compliance or failure to obtain would individually or
          in the aggregate have a material adverse effect on the consolidated
          financial position, shareholder's equity or results or operations of
          the Company and its subsidiaries, taken as a whole.

          (f) The Representatives shall have received from Winston & Strawn,
     counsel for the Underwriters, such opinion or opinions, dated the Closing
     Date, with respect to the incorporation of the Company, the validity of the
     Offered Securities, the Registration Statement, the Prospectus and other
     related matters as the Representatives may require, and the Company shall
     have furnished to such counsel such documents as they request for the
     purpose of enabling them to pass upon such matters. In rendering such
     opinion, Winston & Strawn may rely as to the incorporation of the Company
     upon the opinion of Sachnoff & Weaver Ltd. referred to above.

          (g) The Representatives shall have received a certificate, dated the
     Closing Date, of the President or any Vice President and a principal
     financial or accounting officer of the Company in which such officers, to
     the best of their knowledge after reasonable investigation, shall state
     that the representations and warranties of the Company in this Agreement
     are true and correct, that the Company has complied with all agreements and
     satisfied all conditions on its part to be performed or satisfied hereunder
     at or prior to the Closing Date, that no stop order suspending the
     effectiveness of

                                       15


     the Registration Statement or of any part thereof has been issued and no
     proceedings for that purpose have been instituted or are contemplated by
     the Commission and that, subsequent to the date of the most recent
     financial statements in the Prospectus, there has been no material adverse
     change, nor any development or event involving a prospective material
     adverse change, in the condition (financial or other), business, properties
     or results of operations of the Company and its subsidiaries taken as a
     whole except as set forth in or contemplated by the Prospectus or as
     described in such certificate.

          (h) The Representatives shall have received a letter, dated the
     Closing Date, of Arthur Andersen LLP which meets the requirements of
     subsection (a) of this Section, except that the specified date referred to
     in such subsection will be a date not more than three days prior to the
     Closing Date for the purposes of this subsection.

The Company will furnish the Representatives with such conformed copies of such
opinions, certificates, letters and documents as the Representatives reasonably
request.  The Lead Underwriter may in its sole discretion waive on behalf of the
Underwriters compliance with any conditions to the obligations of the
Underwriters under this Agreement and the Terms Agreement.

     6.  Indemnification and Contribution. (a) The Company and each Guarantor,
jointly and severally, will indemnify and hold harmless each Underwriter, its
partners, directors and officers and each person, if any, who controls such
Underwriter within the meaning of Section 15 of the Act, against any losses,
claims, damages or liabilities, joint or several, to which such Underwriter may
become subject, under the Act or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are based
upon any untrue statement or alleged untrue statement of any material fact
contained in the Registration Statement, the Prospectus, or any amendment or
supplement thereto, or any related preliminary prospectus or preliminary
prospectus supplement, or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, and will reimburse each
Underwriter for any legal or other expenses reasonably incurred by such
Underwriter in connection with investigating or defending any such loss, claim,
damage, liability or action as such expenses are incurred; provided, however,
that the Company will not be liable in any such case to the extent that any such
loss, claim, damage or liability arises out of or is based upon an untrue
statement or alleged untrue statement in or omission or alleged omission from
any of such documents in reliance upon and in conformity with written
information furnished to the Company by any Underwriter through the
Representatives, if any, specifically for use therein, it being understood and
agreed that the only such information furnished by any Underwriter consists of
the information described as such in the Terms Agreement.

     (b) Each Underwriter will severally and not jointly indemnify and hold
harmless the Company and each Guarantor, their directors and officers and each
person, if any, who controls the Company or any Guarantor within the meaning of
Section 15 of the Act, against any losses, claims, damages or liabilities to
which the Company may become subject, under the Act or otherwise, insofar as
such losses, claims, damages or liabilities (or actions in respect thereof)
arise out of or are based upon any untrue statement or alleged untrue statement
of any material fact contained in the Registration Statement, the Prospectus, or
any amendment or supplement thereto, or any related preliminary prospectus or
preliminary prospectus supplement, or arise out of or are based upon the
omission or the alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading, in
each case to the extent, but only to the extent, that such untrue statement or
alleged untrue statement or omission or alleged omission was made in reliance
upon and in conformity with written information furnished to the Company by such
Underwriter through the Representatives, if any, specifically for use therein,
and will reimburse any legal

                                       16


or other expenses reasonably incurred by the Company in connection with
investigating or defending any such loss, claim, damage, liability or action as
such expenses are incurred, it being understood and agreed that the only such
information furnished by any Underwriter consists of the information described
as such in the Terms Agreement.

     (c) Promptly after receipt by an indemnified party under this Section of
notice of the commencement of any action, such indemnified party will, if a
claim in respect thereof is to be made against the indemnifying party under
subsection (a) or (b) above, notify the indemnifying party of the commencement
thereof; but the omission so to notify the indemnifying party will not relieve
it from any liability which it may have to any indemnified party otherwise than
under subsection (a) or (b) above.  In case any such action is brought against
any indemnified party and it notifies the indemnifying party of the commencement
thereof, the indemnifying party will be entitled to participate therein and, to
the extent that it may wish, jointly with any other indemnifying party similarly
notified, to assume the defense thereof, with counsel satisfactory to such
indemnified party (who shall not, except with the consent of the indemnified
party, be counsel to the indemnifying party), and after notice from the
indemnifying party to such indemnified party of its election so to assume the
defense thereof, the indemnifying party will not be liable to such indemnified
party under this Section for any legal or other expenses subsequently incurred
by such indemnified party in connection with the defense thereof other than
reasonable costs of investigation. No indemnifying party shall, without the
prior written consent of the indemnified party, effect any settlement of any
pending or threatened action in respect of which any indemnified party is or
could have been a party and indemnity could have been sought hereunder by such
indemnified party unless such settlement (i) includes an unconditional release
of such indemnified party from all liability on any claims that are the subject
matter of such action and (ii) does not include a statement as to, or an
admission of, fault, culpability or a failure to act by or behalf of an
indemnified party.

     (d) If the indemnification provided for in this Section is unavailable or
insufficient to hold harmless an indemnified party under subsection (a) or (b)
above, then each indemnifying party shall contribute to the amount paid or
payable by such indemnified party as a result of the losses, claims, damages or
liabilities referred to in subsection (a) or (b) above (i) in such proportion as
is appropriate to reflect the relative benefits received by the Company and the
Guarantors on the one hand and the Underwriters on the other from the offering
of the Offered Securities or (ii) if the allocation provided by clause (i) above
is not permitted by applicable law, in such proportion as is appropriate to
reflect not only the relative benefits referred to in clause (i) above but also
the relative fault of the Company and the Guarantors on the one hand and the
Underwriters on the other in connection with the statements or omissions which
resulted in such losses, claims, damages or liabilities as well as any other
relevant equitable considerations. The relative benefits received by the Company
and the Guarantors on the one hand and the Underwriters on the other shall be
deemed to be in the same proportion as the total net proceeds from the offering
(before deducting expenses) received by the Company bear to the total
underwriting discounts and commissions received by the Underwriters. The
relative fault shall be determined by reference to, among other things, whether
the untrue or alleged untrue statement of a material fact or the omission or
alleged omission to state a material fact relates to information supplied by the
Company or the Underwriters and the parties' relative intent, knowledge, access
to information and opportunity to correct or prevent such untrue statement or
omission. The amount paid by an indemnified party as a result of the losses,
claims, damages or liabilities referred to in the first sentence of this
subsection (d) shall be deemed to include any legal or other expenses reasonably
incurred by such indemnified party in connection with investigating or defending
any action or claim which is the subject of this subsection (d). Notwithstanding
the provisions of this subsection (d), no Underwriter shall be required to
contribute any amount in excess of the amount by which the total price at which
the Offered Securities underwritten by it and distributed to the public were
offered to the public exceeds the amount of any damages which such Underwriter
has otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission.  No person guilty of fraudulent
misrepresentation (within the meaning of

                                       17


Section 11(f) of the Act) shall be entitled to contribution from any person who
was not guilty of such fraudulent misrepresentation. The Underwriters'
obligations in this subsection (d) to contribute are several in proportion to
their respective underwriting obligations and not joint.

     (e) The obligations of the Company and the Guarantors under this Section
shall be in addition to any liability which the Company or any Guarantor may
otherwise have and shall extend, upon the same terms and conditions, to each
person, if any, who controls any Underwriter within the meaning of the Act; and
the obligations of the Underwriters under this Section shall be in addition to
any liability which the respective Underwriters may otherwise have and shall
extend, upon the same terms and conditions, to each director of the Company and
each Guarantor, to each officer of the Company and each Guarantor who has signed
the Registration Statement and to each person, if any, who controls the Company
or any Guarantor within the meaning of the Act.

     7.  Default of Underwriters.  If any Underwriter or Underwriters default in
their obligations to purchase Offered Securities under the Terms Agreement and
the aggregate principal amount of Offered Securities that such defaulting
Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of
the total principal amount of Offered Securities, the Lead Underwriter may make
arrangements satisfactory to the Company for the purchase of such Offered
Securities by other persons, including any of the Underwriters, but if no such
arrangements are made by the Closing Date, the non-defaulting Underwriters shall
be obligated severally, in proportion to their respective commitments under the
Terms Agreement (including the provisions of this Agreement), to purchase the
Offered Securities that such defaulting Underwriters agreed but failed to
purchase. If any Underwriter or Underwriters so default and the aggregate
principal amount of Offered Securities with respect to which such default or
defaults occur exceeds 10% of the total principal amount of Offered Securities
and arrangements satisfactory to the Lead Underwriter and the Company for the
purchase of such Offered Securities by other persons are not made within 36
hours after such default, the Terms Agreement will terminate without liability
on the part of any non-defaulting Underwriter or the Company, except as provided
in Section 8. As used in this Agreement, the term "Underwriter" includes any
person substituted for an Underwriter under this Section. Nothing herein will
relieve a defaulting Underwriter from liability for its default.  The respective
commitments of the several Underwriters for the purposes of this Section shall
be determined without regard to reduction in the respective Underwriters'
obligations to purchase the principal amounts of the Offered Securities set
forth opposite their names in the Terms Agreement as a result of Delayed
Delivery Contracts entered into by the Company and the Guarantors.

     8.  Survival of Certain Representations and Obligations.  The respective
indemnities, agreements, representations, warranties and other statements of the
Company and the Guarantors or their respective officers and of the several
Underwriters set forth in or made pursuant to the Terms Agreement (including the
provisions of this Agreement) will remain in full force and effect, regardless
of any investigation, or statement as to the results thereof, made by or on
behalf of any Underwriter, the Company, any Guarantor or any of their respective
representatives, officers or directors or any controlling person, and will
survive delivery of and payment for the Offered Securities. If the Terms
Agreement is terminated pursuant to Section 7 or if for any reason the purchase
of the Offered Securities by the Underwriters is not consummated, the Company
and the Guarantors, jointly and severally, shall remain responsible for the
expenses to be paid or reimbursed by it pursuant to Section 4 and the respective
obligations of the Company, the Guarantors and the Underwriters pursuant to
Section 6 shall remain in effect. If the purchase of the Offered Securities by
the Underwriters is not consummated for any reason other than solely because of
the termination of the Terms Agreement pursuant to Section 7 or the occurrence
of any event specified in clause (iii), (iv) or (v) of Section 5(c), the Company
and the Guarantors, jointly and severally, will reimburse the Underwriters for
all out-of-pocket expenses (including fees and disbursements of counsel)
reasonably incurred by them in connection with the offering of the Offered
Securities.

                                       18


     9.  Notices.  All communications hereunder will be in writing and, if sent
to the Underwriters, will be mailed, delivered or telegraphed and confirmed to
them at their address furnished to the Company in writing for the purpose of
communications hereunder or, if sent to the Company or the Guarantors, will be
mailed, delivered or telegraphed and confirmed at 8550 W. Bryn Mawr Avenue,
Suite 700, Chicago, Illinois 60631, Attention: John Campbell Carruth.

     10.  Successors. The Terms Agreement (including the provisions of this
Agreement) will inure to the benefit of and be binding upon the Company, the
Guarantors and such Underwriters as are identified in the Terms Agreement and
their respective successors and the officers and directors and controlling
persons referred to in Section 6, and no other person will have any right or
obligation hereunder.

     11.  Representation of Underwriters.  Any Representatives will act for the
several Underwriters in connection with the financing described in the Terms
Agreement, and any action under such Terms Agreement (including the provisions
of this Agreement) taken by the Representatives jointly or by the Lead
Underwriter will be binding upon all the Underwriters.

     12.  Counterparts.  The Terms Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, but all such
counterparts shall together constitute one and the same Agreement.

     13.  Applicable Law. This Agreement and the Terms Agreement shall be
governed by, and construed in accordance with, the laws of the State of New
York, without regard to principles of conflicts of laws.

     The Company and each Guarantor hereby submits to the non-exclusive
jurisdiction of the Federal and state courts in the Borough of Manhattan in The
City of New York in any suit or proceeding arising out of or relating to the
Terms Agreement (including the provisions of this Agreement) or the transactions
contemplated thereby.

                                       19


                                                                         ANNEX I



 (Three copies of this Delayed Delivery Contract should be signed and returned

     to the address shown below so as to arrive not later than 9:00 A.M.,

         New York time, on ...................................., 2000)



                           DELAYED DELIVERY CONTRACT
                           -------------------------

                                        [Insert date of initial public offering]


USFREIGHTWAYS CORPORATION
c/o Credit Suisse First Boston Corporation
     Eleven Madison Avenue
     New York, N.Y. 10010-3629

     Attention: Investment Banking Department - Transactions Advisory Group


Gentlemen:

     The undersigned hereby agrees to purchase from USFreightways Corporation, a
Delaware corporation ("Company"), and the Company agrees to sell to the
undersigned, as of the date hereof, for delivery on               , 2000
("Delivery Date"),

                              $..............

principal amount of the Company's [Insert title of securities] ("Securities"),
offered by the Company's Prospectus dated           , 2000 and a Prospectus
Supplement dated                      , 2000 relating thereto, receipt of copies
of which is hereby acknowledged, at         % of the principal amount thereof
plus accrued interest, if any, and on the further terms and conditions set forth
in this Delayed Delivery Contract ("Contract").

     Payment for the Securities that the undersigned has agreed to purchase for
delivery on the Delivery Date shall be made to the Company or its order in
Federal (same day) funds by certified or official bank check or wire transfer to
an account designated by the Company at a bank acceptable to the Lead
Underwriter, at the office of                      at       A.M. on the Delivery
Date upon delivery to the undersigned of the Securities to be purchased by the
undersigned in definitive fully registered form and in such denominations and
registered in such names as the undersigned may designate by written or
telegraphic communication addressed to the Company not less than five full
business days prior to the Delivery Date.

                                       1


     It is expressly agreed that the provisions for delayed delivery and payment
are for the sole convenience of the undersigned; that the purchase hereunder of
Securities is to be regarded in all respects as a purchase as of the date of
this Contract; that the obligation of the Company to  make delivery of and
accept payment for, and the obligation of the undersigned to take delivery of
and make payment for, Securities on the Delivery Date shall be subject only to
the conditions that (1) investment in the Securities shall not at the Delivery
Date be prohibited under the laws of any jurisdiction in the United States to
which the undersigned is subject and (2) the Company shall have sold to the
Underwriters the total principal amount of the Securities less the principal
amount thereof covered by this and other similar Contracts.  The undersigned
represents that its investment in the Securities is not, as of the date hereof,
prohibited under the laws of any jurisdiction to which the undersigned is
subject and which governs such investment.

     Promptly after completion of the sale to the Underwriters the Company will
mail or deliver to the undersigned at its address set forth below notice to such
effect, accompanied by a copy of the opinions of counsel for the Company
delivered to the Underwriters in connection therewith.

     This Contract will inure to the benefit of and be binding upon the parties
hereto and their respective successors, but will not be assignable by either
party hereto without the written consent of the other.

                            [signature page follows]

                                       2


     It is understood that the acceptance of any such Contract is in the
Company's sole discretion and, without limiting the foregoing, need not be on a
first-come, first-served basis. If this Contract is acceptable to the Company,
it is requested that the Company sign the form of acceptance below and mail or
deliver one of the counterparts hereof to the undersigned at its address set
forth below. This will become a binding contract between the Company and the
undersigned when such counterpart is so mailed or delivered.

                        Yours very truly,

                             ...................................
                                       (Name of Purchaser)

                             By ................................

                                ................................
                                      (Title of Signatory)

                                ................................

                                ................................
                                     (Address of Purchaser)

Accepted, as of the above date.

USFREIGHTWAYS CORPORATION
on behalf of itself and the Guarantors

By ....................................
            [Insert Title]

                                       1


                           USFREIGHTWAYS CORPORATION

                                  ("Company")



                                Debt Securities



                                TERMS AGREEMENT
                                ---------------


                                                                  April 19, 2000


To: The Representatives of the Underwriters identified herein



Dear Sirs:

     The undersigned agrees to sell to the several Underwriters named in
Schedule A hereto for their respective accounts, on and subject to the terms and
conditions of the Underwriting Agreement filed as an exhibit to the Company's
registration statement on Form S-3 (No. 333-95777) ("Underwriting Agreement"),
the following securities ("Offered Securities") on the following terms:

          Title: 8-1/2% Guaranteed Notes Due April 15, 2010.

          Principal Amount: $150,000,000.

          Interest: 8-1/2% per annum, from April 25, 2000, payable semiannually
     on April 15 and October 15, commencing October 15, 2000, to holders of
     record on the preceding April 1 or October 1, as the case may be.

          Maturity: April 15, 2010.

          Optional Redemption:

          The Offered Securities will be redeemable, in whole or in part, at our
     option at any time, at a redemption price equal to the greater of (1) 100%
     of the principal amount of the Offered Securities to be redeemed or (2) the
     sum of the present values of the Remaining Scheduled Payments (as defined
     below) on such Offered Securities, discounted to the redemption date, on a
     semiannual basis (assuming a 360-day year consisting of twelve 30-day
     months) at the Treasury Rate (as defined below)

                                       1


     plus 37.5 basis points plus accrued interest on the principal amount being
     redeemed 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 (as defined below), assuming a price for the
     Comparable Treasury Issue (expressed as a percentage of its principal
     amount) equal to the Comparable Treasury Price (as defined below) for such
     redemption date.

          "Comparable Treasury Issue" means the United States Treasury security
     selected by an Independent Investment Banker (as defined below) as having a
     maturity comparable to the remaining term of the Offered Securities to be
     redeemed that would be used, 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 Offered
     Securities.

          "Comparable Treasury Price" means, with respect to any redemption
     date, (1) the arithmetic average of the bid and asked prices for the
     Comparable Treasury Issue (expressed in each case as a percentage of its
     principal amount) on the third business day before such redemption date as
     published in the daily statistical release (or any successor release) by
     the Federal Reserve Bank of New York and designated "Composite 3:30 p.m.
     Quotations for U.S. Government Securities" or (2) if such release (or any
     successor release) is not available or does not contain such prices on such
     business day, the arithmetic average of the Reference Treasury Dealer
     Quotations (as defined below) for such redemption date.

          "Independent Investment Banker" means one of the Reference Treasury
     Dealers (as defined below) appointed by us.

          "Reference Treasury Dealer Quotations" means, with respect to each
     Reference Treasury Dealer and any redemption date, the arithmetic 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 by 5:00 p.m. on the third business day before such
     redemption date.

          "Reference Treasury Dealer" means Credit Suisse First Boston
     Corporation and its successors; provided, however, that, if Credit Suisse
     First Boston Corporation ceases to be a primary U.S. Government securities
     dealer in New York City (a "Primary Treasury Dealer"), we shall substitute
     therefore another Primary Treasury Dealer.

          "Remaining Scheduled Payments" means, with respect to each Offered
     Security to be redeemed, the remaining scheduled payments of the principal
     and interest on such Offered Securities that would be due after the related
     redemption date but for such redemption; provided, however, that if such
     redemption date is not an interest payment date, the amount of the next
     succeeding scheduled interest payment on such Offered Securities will be
     reduced by the amount of interest accrued on such Offered Securities to
     such redemption date.

          Sinking Fund: None.

          Listing: None.

                                       2


          Delayed Delivery Contracts: None.

          Purchase Price: 99.35% of principal amount, plus accrued interest, if
     any, from April 25, 2000.

          Expected Reoffering Price: 100.00% of principal amount, subject to
     change by the Representatives.

          Closing: 10:00 A.M. on April 25, 2000, at the office of Sachnoff &
     Weaver Ltd., in Federal (same day) funds.

          Settlement and Trading: Book-Entry Only via DTC.

          Names and Addresses of Representatives:

               Credit Suisse First Boston Corporation
               Merrill Lynch, Pierce, Fenner & Smith Incorporated
                  c/o Credit Suisse First Boston Corporation
                      Eleven Madison Avenue
                      New York, N.Y. 10010-3629

          The respective principal amounts of the Offered Securities to be
     purchased by each of the Underwriters are set forth opposite their names in
     Schedule A hereto.

          The Offered Securities will be fully and unconditionally guaranteed by
     the persons listed on Schedule B hereto (collectively, the "Guarantors") on
     a senior basis pursuant to the terms of an indenture, dated as of May 5,
     1999, as amended by the First Supplemental Indenture, dated as of January
     31, 2000, in each case among the Company, the Guarantors named therein, and
     Bank One Trust Company, National Association (as successor-in-interest to
     NBD Bank), as trustee.

          The provisions of the Underwriting Agreement are incorporated herein
     by reference.

          The Offered Securities will be made available for inspection at the
     office of Sachnoff & Weaver Ltd. at least 24 hours prior to the Closing
     Date.

          For purposes of Section 6 of the Underwriting Agreement, the only
     information furnished to the Company by any Underwriter for use in the
     Prospectus consists of the following information in the Prospectus
     furnished on behalf of each Underwriter: the table on the prospectus
     supplement cover page concerning the terms of the offering by the
     Underwriters, the concession and reallowance figures appearing in the third
     paragraph under the caption "Underwriting" in the prospectus supplement and
     the information contained in the seventh paragraph under the caption
     "Underwriting" in the prospectus supplement.


                            [signature page follows]

                                       3


     If the foregoing is in accordance with your understanding of our agreement,
kindly sign and return to the Company one of the counterparts hereof, whereupon
it will become a binding agreement between the Company and the several
Underwriters in accordance with its terms.

                              Very truly yours,

                              USFREIGHTWAYS CORPORATION,
                                on behalf of itself and the Guarantors


                              By  /s/ Christopher L. Ellis
                                  ------------------------
                                  Name: Christopher L. Ellis
                                  Title: Vice President, Finance and Chief
                                  Financial Officer


The foregoing Terms Agreement is hereby confirmed
and accepted as of the date first above written.

     Credit Suisse First Boston Corporation
     Merrill Lynch, Pierce, Fenner & Smith
       Incorporated

       Acting on behalf of themselves and as the
         Representatives of the several Underwriters.

     By  Credit Suisse First Boston Corporation


     By  /s/ Craig Decker
         ----------------
         Name: Craig Decker
         Title: Vice President

                                       4


                                  SCHEDULE A




                                                                    Principal
                           Underwriter                                Amount
                           -----------                                ------
                                                                
Credit Suisse First Boston Corporation..........................   $120,000,000

Merrill Lynch, Pierce, Fenner & Smith Incorporated..............     30,000,000
                                                                   ------------

        Total...................................................   $150,000,000
                                                                   ============



                                  SCHEDULE B

     The Cuxhaven Group, Inc.

     DDE Investors, LLC

     G.M.T. Services, Inc.

     Imua Handling Corporation

     Tri-Star Transportation, Inc.

     USF Bestway Inc.

     USF Bestway Leasing Inc.

     USF Coast Consolidators Inc.

     USF Distribution Services Inc.

     USF Distribution Services of Texas Inc.

     USF Dugan Inc.

     USF Glen Moore Inc.

     USF Holland Inc.

     USF Logistics Inc.

     USF Logistics (IMC) Inc.

     USF Logistics (Tricor) Inc.

     USF Logistics Services Inc.

     USF Processors Inc.

     USF Processors Trading Inc.

     USF Properties New Jersey Inc.

     USF Reddaway Inc.

     USF Red Star Inc.

     USF Sales Corporation

     USF Worldwide (Puerto Rico) Inc.

     USF Worldwide Inc.

EX-4.1

                                                                     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 REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS
NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO
TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE 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) MAY BE REGISTERED EXCEPT IN
THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.  UNLESS THIS CERTIFICATE
IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A
NEW YORK CORPORATION ("DTC"), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS 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.

                           USFreightways Corporation

                   8-1/2% Guaranteed Notes due April 15, 2010

No. 1                                                            $150,000,000.00
                                                           CUSIP No. 916906 AB 6

     USFreightways Corporation, a corporation duly organized and existing under
the laws of the State of Delaware (herein called the "Company" which term
includes any successor Person under the Indenture hereinafter referred to), for
value received, hereby promises to pay to Cede & Co., or registered assigns, the
principal sum of One Hundred Fifty Million Dollars ($150,000,000), and to pay
interest thereon from April 25, 2000 or from the most recent Interest Payment
Date to which interest has been paid or duly provided for, semiannually on April
15 and October 15 in each year, commencing October 15, 2000 at the rate of
8-1/2% per annum, until the principal hereof is paid or made available for
payment, provided that any principal and premium, and any such installment of
interest, which is overdue shall bear interest at the rate of 8-1/2% per annum
(to the extent that the payment of such interest shall be legally enforceable),
from the dates such amounts are due until they are paid or made available for
payment, and such interest shall be payable on demand.  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 Debenture
(or one or more Predecessor Securities) is registered at the close of business
on the Regular Record Date for such interest, which shall be April 1 or October
1 (whether or not a Business Day), as the case may be, next preceding such
Interest Payment Date.  Any such


interest not so punctually paid or duly provided for will forthwith cease to be
payable to the Holder on such Regular Record Date and may either 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 Holders of Securities of this series not less than 10 days prior to
such Special Record Date, or be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the
Securities of this series may be listed, and upon such notice as may be required
by such exchange, all as more fully provided in said Indenture.

     Payment of the principal of (and premium, if any) and 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.

     Reference is hereby made to the further provisions of this Note set forth
on the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.

     Unless the certificate of authentication hereon has been executed by the
Trustee referred to on the reverse hereof by manual signature, this Note shall
not be entitled to any benefit under the Indenture or be valid or obligatory for
any purpose.

     IN WITNESS WHEREOF the Company has caused this instrument to be duly
executed under its corporate seal.

Dated: April 25, 2000

                                USFREIGHTWAYS CORPORATION

                                By:  /s/ Christopher L. Ellis
                                     ------------------------

Attest:

                    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:  /s/ John R. Prendville
                                     ----------------------
                                     Authorized Officer

                                      -2-


                               [Reverse of Note]

     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 May 5, 1999, as amended by the First Supplemental
Indenture, dated as of January 31, 2000 (herein collectively called the
"Indenture", which term shall have the meaning assigned to it in such
instruments), in each case between the Company, the guarantors named therein
(herein collectively called the "Guarantors") and Bank One Trust Company,
National Association (as successor-in-interest to NBD Bank), as trustee (herein
called the "Trustee", which term includes any successor trustee under the
Indenture), and reference is hereby made to the Indenture for a statement of the
respective rights, limitations of rights, duties and immunities thereunder of
the Company, the Guarantors, the Trustee and the Holders of the Notes and of 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 in
aggregate principal amount up to and including $400,000,000.

     The Notes are initially entitled to the benefits of certain senior
Guarantees of the Guarantors and may thereafter be entitled to certain other
senior Guarantees made for the benefit of the Holders.  Reference is hereby made
to Article Fourteen of the Indenture and to the Guarantees endorsed on the Notes
for a statement of the respective rights, limitations of rights, duties and
obligations thereunder of the Guarantors, the Trustee and the Holders.

     The Notes are redeemable, in whole or in part, at the option of the Company
at any time, at a redemption price 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) on such Notes,
discounted to the redemption date, on a semiannual basis (assuming a 360-day
year consisting of twelve 30-day months) at the Treasury Rate (as defined below)
plus 37.5 basis points plus accrued interest on the principal amount being
redeemed 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 (as defined below), assuming a price for the Comparable Treasury
Issue (expressed as a percentage of its principal amount) equal to the
Comparable Treasury Price (as defined below) for such redemption date.

     "Comparable Treasury Issue" means the United States Treasury security
selected by an Independent Investment Banker (as defined below) as having a
maturity comparable to the remaining term of the Notes to be redeemed that would
be used, 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.

     "Comparable Treasury Price" means, with respect to any redemption date, (1)
the arithmetic average of the bid and asked prices for the Comparable Treasury
Issue (expressed in each case as a percentage of its principal amount) on the
third business day before such redemption date as published in the daily
statistical release (or any successor release) by the Federal Reserve Bank of
New York and designated "Composite 3:30 p.m. Quotations for U.S.

                                      -3-


Government Securities" or (2) if such release (or any successor release) is not
available or does not contain such prices on such business day, the arithmetic
average of the Reference Treasury Dealer Quotations (as defined below) for such
redemption date.

     "Independent Investment Banker" means one of the Reference Treasury Dealers
(as defined below) appointed by us.

     "Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any redemption date, the arithmetic 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 by 5:00 p.m.
on the third business day before such redemption date.

     "Reference Treasury Dealer" means Credit Suisse First Boston Corporation
and its successors; provided, however, that, if Credit Suisse First Boston
Corporation ceases to be a primary U.S. Government securities dealer in New York
City (a "Primary Treasury Dealer"), the Company shall substitute therefore
another Primary Treasury Dealer.

     "Remaining Scheduled Payments" means, with respect to each Note to be
redeemed, the remaining scheduled payments of the principal and interest on such
Notes that would be due after the related redemption date but for such
redemption; provided, however, that if such redemption date is not an interest
payment date, the amount of the next succeeding scheduled interest payment on
such Notes will be reduced by the amount of interest accrued on such Notes to
such redemption date.

     In the event of redemption of this Note in part only, a new Note or Notes
of this series and of like tenor for the unredeemed portion hereof will be
issued in the name of the Holder hereof upon the cancellation hereof.

     The Indenture contains provisions for defeasance at any time of the entire
indebtedness of this Note or certain restrictive covenants and Events of Default
with respect to this Note, in each case upon compliance with certain conditions
set forth in the Indenture.

     If an Event of Default with respect to Notes of this series shall occur and
be continuing, the principal of the Notes of this series 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 Guarantors and the rights of the Holders of the Notes of each
series to be affected under the Indenture at any time by the Company, the
Guarantors and the Trustee with the consent of the Holders of 66 2/3% in
principal amount of the Notes at the time Outstanding of each series to be
affected.  The Indenture also contains provisions permitting the Holders of
specified percentages in principal amount of the Notes of each series at the
time Outstanding, on behalf of the Holders of all Notes of such series, to waive
compliance by the Company and the Guarantors 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
Note issued upon the registration of transfer

                                      -4-


hereof or in exchange herefor or in lieu hereof, whether or not notation of such
consent or waiver is made upon this Note.

     As provided in and subject to the provisions of the Indenture, the Holder
of this Note shall not have the right to institute any proceeding with respect
to the Indenture or for the appointment of a receiver or trustee or for any
other remedy thereunder, unless such Holder shall have previously given the
Trustee written notice of a continuing Event of Default with respect to the
Notes of this series, the Holders of not less than 25% in principal amount of
the Notes of this series at the time Outstanding shall have made written request
to the Trustee to institute proceedings in respect of such Event of Default as
Trustee and offered the Trustee reasonable indemnity, and the Trustee shall not
have received from the Holders of a majority in principal amount of Notes of
this series at the time Outstanding a direction inconsistent with such request,
and shall have failed to institute any such proceeding, for 60 days after
receipt of such notice, request and offer of indemnity.  The foregoing shall not
apply to any suit instituted by the Holder of this Note for the enforcement of
any payment of principal hereof or any premium or interest hereon on or after
the respective due dates expressed herein.

     No reference herein to the Indenture and no provision of this Note, any
Guarantee or of the Indenture shall alter or impair the obligation of the
Company and each Guarantor, which is absolute and unconditional, to pay the
principal of and any premium and interest on this Note at the times, place and
rate, and in the coin or currency, herein prescribed.

     As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Note is registrable in the Security Register, upon
surrender of this Note for registration of transfer at the office or agency of
the Company in any place where the principal of and any premium and interest on
this Note are payable, duly endorsed by, 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 his attorney duly authorized in writing, and
thereupon one or more new Notes of this series and of like tenor, of authorized
denominations and for the same aggregate principal amount, will be issued to the
designated transferee or transferees.

     The Notes of this series are issuable only in registered form without
coupons in denominations of $1,000 and any integral multiple thereof.  As
provided in the Indenture and subject to certain limitations therein set forth,
Notes of this series are exchangeable for a like aggregate principal amount of
Notes of this series and of like tenor of a different authorized denomination,
as requested in writing by the Holder 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 payable in connection therewith.

     Prior to due presentment of this Note for registration of transfer and
notice to the Trustee thereof 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 be
overdue, and neither the Company, the Trustee nor any such agent shall be
affected by notice to the contrary.

                                      -5-


     THE INDENTURE, THIS NOTE AND EACH GUARANTEE SET FORTH BELOW SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK
WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAW.

     All terms used in this Note which are defined in the Indenture shall have
the meanings assigned to them in the Indenture.

                              [Guarantee follows]

                                      -6-


                                   GUARANTEE

     For value received, the undersigned hereby fully and unconditionally
guarantees to the Holder of this Note the cash payments in United States dollars
of principal of, premium, if any, and interest on this Note in the amounts and
at the time when due and interest on the overdue principal, premium, if any, and
interest, if any, on this Note, if lawful, and the payment or performance of all
other obligations of the Company under the Indenture or the Notes, to the Holder
of this Note and the Trustee, all in accordance with and subject to the terms
and limitations of this Note, Article Fourteen of the Indenture and this
Guarantee.  This Guarantee will become effective in accordance with Article
Fourteen of the Indenture and its terms shall be evidenced therein.  The
validity and enforceability of any Guarantee shall not be affected by the fact
that it is not affixed to any particular Note.  Capitalized terms used but not
defined herein shall have the meanings ascribed to them in the Indenture dated
as of May 5, 1999, as amended by the First Supplemental Indenture, dated January
31, 2000, in each case by and among USFreightways Corporation, the Guarantors
named therein, and Bank One Trust Company, National Association (as successor-
in-interest to NBD Bank), as Trustee, as amended or supplemented (the
"Indenture").

     The obligations of the undersigned to the Holders of Notes and to the
Trustee pursuant to the Guarantee and the Indenture are expressly set forth in
Article Fourteen of the Indenture and reference is hereby made to the Indenture
for the precise terms of the Guarantee and all of the other provisions of the
Indenture to which this Guarantee relates.

     THIS GUARANTEE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.
EACH GUARANTOR HEREUNDER AGREES TO SUBMIT TO THE NON-EXCLUSIVE JURISDICTION OF
THE STATE OF NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO
THE INDENTURE, THE NOTES OR THIS GUARANTEE.

     This Guarantee is subject to release upon the terms set forth in the
Indenture.

                            [signature pages follow]

                                      -7-


     IN WITNESS WHEREOF, each undersigned Guarantor has caused this Guarantee to
be duly executed.

Dated: April 25, 2000

                              THE CUXHAVEN GROUP, INC.

                              By: /s/ Christopher L. Ellis
                                  --------------------------------------
                                  Name: Christopher L. Ellis
                                  Title: Vice President

                              DDE INVESTORS, LLC

                              By: /s/ Christopher L. Ellis
                                  --------------------------------------
                                  Name: Christopher L. Ellis
                                  Title: Vice President

                              G.M.T. SERVICES, INC.

                              By: /s/ Christopher L. Ellis
                                  --------------------------------------
                                  Name: Christopher L. Ellis
                                  Title: Vice President

                              IMUA HANDLING CORPORATION

                              By: /s/ Christopher L. Ellis
                                  --------------------------------------
                                  Name: Christopher L. Ellis
                                  Title: Vice President

                              TRI-STAR TRANSPORTATION, INC.

                              By: /s/ Christopher L. Ellis
                                  --------------------------------------
                                  Name: Christopher L. Ellis
                                  Title: Vice President

                              USF BESTWAY INC.

                              By: /s/ Christopher L. Ellis
                                  --------------------------------------
                                  Name: Christopher L. Ellis
                                  Title: Vice President

                                      -8-


                              USF BESTWAY LEASING INC.

                              By: /s/ Christopher L. Ellis
                                  --------------------------------------
                                  Name: Christopher L. Ellis
                                  Title: Vice President

                              USF COAST CONSOLIDATORS INC.

                              By: /s/ Christopher L. Ellis
                                  --------------------------------------
                                  Name: Christopher L. Ellis
                                  Title: Vice President

                              USF DISTRIBUTION SERVICES INC.

                              By: /s/ Christopher L. Ellis
                                  --------------------------------------
                                  Name: Christopher L. Ellis
                                  Title: Vice President

                              USF DISTRIBUTION SERVICES OF TEXAS INC.

                              By: /s/ Christopher L. Ellis
                                  --------------------------------------
                                  Name: Christopher L. Ellis
                                  Title: Vice President

                              USF DUGAN INC.

                              By: /s/ Christopher L. Ellis
                                  --------------------------------------
                                  Name: Christopher L. Ellis
                                  Title: Vice President

                              USF GLEN MOORE INC.

                              By: /s/ Christopher L. Ellis
                                  --------------------------------------
                                  Name: Christopher L. Ellis
                                  Title: Vice President

                                      -9-


                              USF HOLLAND INC.

                              By: /s/ Christopher L. Ellis
                                  --------------------------------------
                                  Name: Christopher L. Ellis
                                  Title: Vice President

                              USF LOGISTICS INC.

                              By: /s/ Christopher L. Ellis
                                  --------------------------------------
                                  Name: Christopher L. Ellis
                                  Title: Vice President

                              USF LOGISTICS (IMC) INC.

                              By: /s/ Christopher L. Ellis
                                  --------------------------------------
                                  Name: Christopher L. Ellis
                                  Title: Vice President

                              USF LOGISTICS (TRICOR) INC.

                              By: /s/ Christopher L. Ellis
                                  --------------------------------------
                                  Name: Christopher L. Ellis
                                  Title: Vice President

                              USF LOGISTICS SERVICES INC.

                              By: /s/ Christopher L. Ellis
                                  --------------------------------------
                                  Name: Christopher L. Ellis
                                  Title: Vice President

                              USF PROCESSORS INC.

                              By: /s/ Christopher L. Ellis
                                  --------------------------------------
                                  Name: Christopher L. Ellis
                                  Title: Vice President

                                      -10-


                              USF PROCESSORS TRADING INC.

                              By: /s/ Christopher L. Ellis
                                  --------------------------------------
                                  Name: Christopher L. Ellis
                                  Title: Vice President

                              USF PROPERTIES NEW JERSEY INC.

                              By: /s/ Christopher L. Ellis
                                  --------------------------------------
                                  Name: Christopher L. Ellis
                                  Title: Vice President

                              USF REDDAWAY INC.

                              By: /s/ Christopher L. Ellis
                                  --------------------------------------
                                  Name: Christopher L. Ellis
                                  Title: Vice President

                              USF RED STAR INC.

                              By: /s/ Christopher L. Ellis
                                  --------------------------------------
                                  Name: Christopher L. Ellis
                                  Title: Vice President

                              USF SALES CORPORATION

                              By: /s/ Christopher L. Ellis
                                  --------------------------------------
                                  Name: Christopher L. Ellis
                                  Title: Vice President

                              USF WORLDWIDE (PUERTO RICO) INC.

                              By: /s/ Christopher L. Ellis
                                  --------------------------------------
                                  Name: Christopher L. Ellis
                                  Title: Vice President

                              USF WORLDWIDE INC.

                              By: /s/ Christopher L. Ellis
                                  --------------------------------------
                                  Name: Christopher L. Ellis
                                  Title: Vice President

                                      -11-


                                ASSIGNMENT FORM

If you, the holder, want to assign this Debenture, fill in the form below and
have your signature guaranteed:

I or we assign and transfer this Debenture to

_____________________________________________
(Insert assignee's social security or tax ID number)

______________________________________________
______________________________________________
______________________________________________
(Print or type assignee's name, address and zip code)

and irrevocably appoint agent to transfer this Debenture on the books of the
Company.  The agent may substitute another to act for such agent.

Date:                         Your Signature:

____________                  _____________________________________
                              (Sign exactly as your name appears on
                              the other side of this Debenture)

                              By:__________________________________
                              NOTICE: To be executed by an executive officer

Signature Guarantee:

                                      -12-