<PAGE>

                                                                     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
<PAGE>

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-
<PAGE>

                               [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-
<PAGE>

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-
<PAGE>

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-
<PAGE>

     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-
<PAGE>

                                   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-
<PAGE>

     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-
<PAGE>

                              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-
<PAGE>

                              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-
<PAGE>

                              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-
<PAGE>

                                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-