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Exhibit 4.10 EXHIBIT F
SUBSIDIARY GUARANTY AGREEMENT THIS AGREEMENT dated as of March 11, 2005 among CNF, a Delaware corporation (the Borrower),
each of the Subsidiary Guarantors party hereto from time to time (collectively, the Subsidiary
Guarantors) and The Bank of New York, as Agent. WHEREAS, the Borrower has entered into that Credit Agreement (as the same may be amended,
modified, supplemented and extended from time to time, the Credit Agreement) dated as of March
11, 2005 among the Borrower, the Banks party thereto and The Bank of New York, as Agent (the
Agent), pursuant to which the Borrower may be entitled, subject to certain conditions, to borrow
up to $500,000,000; WHEREAS, the Credit Agreement provides, among other things, that one condition to its
effectiveness is the execution and delivery of a guaranty substantially in the form of this
Agreement by the Borrower and the Subsidiary Guarantors listed on the signature pages hereof; and WHEREAS, in conjunction with the transactions contemplated by the Credit Agreement and in
consideration of the financial and other support that the Borrower has provided, and such financial
and other support as the Borrower may in the future provide, to the Subsidiary Guarantors, and in
order to induce the Banks and the Agent to enter into the Credit Agreement, the Subsidiary
Guarantors listed on the signature pages hereof are willing to guaranty the obligations of the
Borrower under the Credit Agreement and the Notes issued pursuant thereto; NOW, THEREFORE, in consideration of the premises and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: ARTICLE 1
DEFINITIONS Section 1.01 Definitions. Terms defined in the Credit Agreement and not otherwise defined herein are used herein as
therein defined. In addition, the following term, as used herein, has the following meaning: Guarantied Obligations means (i) all obligations of the Borrower in respect of principal of
and interest on the Loans and the Notes, (ii) all Reimbursement Obligations (including interest
thereon) and other obligations of the Borrower in respect of Letters of Credit, (iii) all other
amounts payable by the Borrower under the Credit Agreement or the Notes, if any, and (iv) all
renewals or extensions of the foregoing, in each case whether now outstanding or hereafter arising.
The Guarantied Obligations shall include, without limitation, any interest, costs, fees and
expenses which accrue on or with respect to any of the foregoing, whether before or after the
commencement of any case, proceeding or other action relating to the bankruptcy, insolvency or
reorganization of any one or more of the Borrower and the Subsidiary Guarantors, and any such
interest, costs, fees and expenses that would have accrued thereon or with respect thereto but for
the commencement of such case, proceeding or other action. 1




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ARTICLE 2
GUARANTIES Section 2.01 The Guaranties. Subject to Section 2.03, the Subsidiary Guarantors hereby, jointly and severally,
unconditionally and irrevocably guaranty to the Banks, the LC Issuing Banks, the Swingline Bank and
the Agent and to each of them, the due and punctual payment of all Guarantied Obligations as and
when the same shall become due and payable, whether at maturity, by declaration or otherwise,
according to the terms thereof. In case of failure by the Borrower punctually to pay any
indebtedness guarantied hereby, the Subsidiary Guarantors, subject to Section 2.03, hereby jointly,
severally and, to the extent permitted by law, unconditionally agree to make such payment
punctually as and when the same shall become due and payable, whether at maturity, or by demand,
declaration, acceleration or otherwise. Section 2.02 Guaranties Unconditional; Waiver. To the extent permitted by applicable law, the obligations of each Subsidiary Guarantor under
this Article 2 shall be unconditional and absolute and without limiting the generality of the
foregoing, shall, to the extent permitted by law, not be released, discharged or otherwise affected
by: (a) any extension, renewal, settlement, compromise, waiver or release in respect of any
obligation of any other Obligor under any Financing Document, by operation of law or
otherwise; (b) any modification or amendment (including any increase in the aggregate Commitments
and any increase in the obligations of the Borrower under the Financing Documents) of or
supplement to any other Financing Document or any Letter of Credit; (c) any modification, amendment, waiver, release, non-perfection or invalidity of any
direct or indirect security, or of any guaranty or other liability of any third party, for
any obligation of any other Obligor under any Financing Document; (d) any change in the corporate existence, structure or ownership of any other Obligor
or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any
other Obligor or its assets or any resulting release or discharge of any obligation of any
other Obligor contained in any Financing Document; (e) the existence of any claim, set-off or other rights which any Subsidiary Guarantor
may have at any time against any other Obligor, the Agent, any LC Issuing Bank, the
Swingline Bank, any Bank or any other Person, whether or not arising in connection with the
Financing Documents; provided that nothing herein shall prevent the assertion of any such
claim by separate suit or compulsory counterclaim; (f) any invalidity or unenforceability relating to or against any other Obligor for any
reason of any Financing Document, or any provision of applicable law or regulation
purporting to prohibit the payment by any other Obligor of the principal of or interest on
any Note or any Reimbursement Obligation or any other amount payable by any other Obligor
under any Financing Document; or (g) any other act or omission to act or delay of any kind by any other Obligor, the
Agent, any LC Issuing Bank, the Swingline Bank, any Bank or any other Person or any other 2




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circumstance whatsoever (other than payment in full of all Guarantied Obligations) that
might, but for the provisions of this paragraph, constitute a legal or equitable discharge
of the obligations of any Subsidiary Guarantor under this Article 2. With respect to its obligations hereunder, to the extent permitted by applicable law, each
Subsidiary Guarantor hereby expressly waives diligence, presentment, demand of payment, protest and
all notices whatsoever, and any requirement that the Agent or any Bank exhaust any right, power or
remedy or proceed against any Person under any of the Financing Documents or against any other
Person under any other guarantee of, or security for, any of the Guaranteed Obligations. In accordance with Section 2856 of the California Civil Code, each Subsidiary Guarantor
unconditionally and irrevocably waives any and all rights and defenses available to it by reason of
Sections 2787 to 2855, inclusive, 2899 and 3433 of the California Civil Code. No other provision
of this Agreement shall be construed as limiting the generality of any of the covenants and waivers
set forth in this paragraph. As provided below, this Agreement shall be governed by, and shall be
construed and enforced in accordance with, the laws of the State of New York. This paragraph is
included solely out of an abundance of caution, and shall not be construed to mean that any of the
above-referenced provisions of California law are in any way applicable to this Agreement or to any
of the Guarantied Obligations. Section 2.03 Fraudulent Transfer. Anything in this Guaranty Agreement to the contrary notwithstanding, the obligations of each
Subsidiary Guarantor hereunder shall be limited to a maximum aggregate amount equal to the greatest
amount that would not render such Subsidiary Guarantors obligations hereunder subject to avoidance
as a fraudulent transfer, obligation or conveyance under Section 548 of Title 11 of the United
States Code or any provisions of applicable state law (collectively, the Fraudulent Transfer
Laws), in each case after giving effect to all other liabilities of such Subsidiary Guarantor,
contingent or otherwise, that are relevant under the Fraudulent Transfer Laws (specifically
excluding, however, any liabilities of such Subsidiary Guarantor (A) in respect of intercompany
debt owed or owing to the Borrower or affiliates of the Borrower to the extent that such debt
would be discharged in an amount equal to the amount paid by such Subsidiary Guarantor hereunder
and (B) under any Guarantee of senior unsecured debt or indebtedness subordinated in right of
payment to the Guaranteed Obligations, which Guarantee contains a limitation as to maximum amount
similar to that set forth in this Section 2.03, pursuant to which the liability of such Subsidiary
Guarantor hereunder is included in the liabilities taken into account in determining such maximum
amount) and after giving effect as assets to the value (as determined under the applicable
provisions of the Fraudulent Transfer Laws) of any rights to subrogation, contribution,
reimbursement, indemnity or similar rights of such Subsidiary Guarantor pursuant to (I) applicable
law or (II) any agreement providing for an equitable allocation among such Subsidiary Guarantor and
other affiliates of the Borrower of obligations arising under guarantees by such parties (including
the agreements described in Section 2.08). Section 2.04 Discharge; Reinstatement in Certain Circumstances. Except as otherwise provided in Sections 3.01(c) and 4.03 hereof, each Subsidiary Guarantors
obligations under this Article 2 shall remain in full force and effect until the Commitments are
terminated, the LC Liabilities are reduced to zero, and the principal of and interest on the Loans
and all other amounts payable by the Borrower under the Financing Documents shall have been paid in
full. If at any time any payment of the principal of or interest on any Loan or any Reimbursement
Obligation or any other amount payable by the Borrower under any Financing Document is rescinded or
must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of any
Obligor or otherwise, each 3




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Subsidiary Guarantors obligations under this Article 2 with respect to such payment shall be
reinstated at such time as though such payment had become due but had not been made at such time. Section 2.05 Subrogation. Each Subsidiary Guarantor that makes a payment hereunder with respect to a Guarantied
Obligation shall be subrogated to the rights of the payee against the Borrower with respect to such
payment, provided, that until the Commitments have terminated, and all Guarantied Obligations have
been paid in full and no Person or court or governmental authority shall have made any request for
the return or reimbursement of any funds from the Agent or any Bank in connection with monies
received under the Financing Documents (i) such Subsidiary Guarantor shall not enforce any such
right against the Borrower (or enforce any right of reimbursement or contribution relating to such
payment against the Borrower or any other Subsidiary Guarantor) and (ii) the rights against the
Borrower to which such Subsidiary Guarantor is subrogated and any rights of reimbursement or
contribution that such Subsidiary Guarantor may have against the Borrower or any other Subsidiary
Guarantor shall be subordinate and junior in right of payment to all other obligations of the
Borrower or such other Subsidiary Guarantor, as the case may be, under the Financing Documents. Section 2.06 Stay of Acceleration. If acceleration of the time for payment of any amount payable by the Borrower under the
Financing Documents is stayed upon the insolvency, bankruptcy or reorganization of the Borrower,
all such amounts otherwise subject to acceleration under the terms of the Financing Documents
shall, to the extent permitted by law, nonetheless be payable by each Subsidiary Guarantor
hereunder forthwith on demand by the Agent made at the request of the Required Banks. Section 2.07 Taxes. Without limiting the generality of any other provision hereof each Subsidiary Guarantor agrees
that, if it makes a payment hereunder with respect to a Guaranteed Obligation, it will have the
same obligations with respect to such payment and any related Taxes or Other Taxes as the Borrower
would have had under Section 8.04 of the Credit Agreement if such payment had been made by the
Borrower. Section 2.08 Right of Contribution. The Subsidiary Guarantors hereby agree, as among themselves, that if any Subsidiary Guarantor
shall become an Excess Funding Guarantor (as defined below), each other Subsidiary Guarantor shall,
on demand of such Excess Funding Guarantor (but subject to the succeeding provisions of this
Section 2.08), pay to such Excess Funding Guarantor an amount equal to such Subsidiary Guarantors
Pro Rata Share (as defined below and determined, for this purpose, without reference to the
properties, assets, liabilities and debts of such Excess Funding Guarantor) of such Excess Payment
(as defined below). The payment obligation of any Subsidiary Guarantor to any Excess Funding
Guarantor under this Section 2.08 shall be subordinate and subject in right of payment to the prior
payment in full of the obligations of such Subsidiary Guarantor under the other provisions of this
Article 2, and such Excess Funding Guarantor shall not exercise any right or remedy with respect to
such excess until payment and satisfaction in full of all of such obligations. For purposes
hereof, (a) Excess Funding Guarantor shall mean, in respect of any obligations arising under the
other provisions of this Article 2 (hereafter, the Obligations), a Subsidiary Guarantor that has
paid an amount in excess of its Pro Rata Share of the Obligations; (b) Excess Payment shall mean,
in respect of any Obligations, the amount paid by an Excess Funding Guarantor in excess of its Pro
Rata Share of such Obligations; and (c) Pro Rata Share, for the purposes of this Section 2.08,
shall mean, for any Subsidiary Guarantor, the ratio (expressed as a percentage) of (i) the amount
by which the aggregate present 4




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fair saleable value of all of its assets and properties exceeds the amount of all debts and
liabilities of such Subsidiary Guarantor (including contingent, subordinated, unmatured, and
unliquidated liabilities, but excluding the obligations of such Subsidiary Guarantor hereunder) to
(ii) the amount by which the aggregate present fair saleable value of all assets and other
properties of the Borrower and all of the Subsidiary Guarantors exceeds the amount of all of the
debts and liabilities (including contingent, subordinated, unmatured, and unliquidated liabilities,
but excluding the obligations of the Borrower under the Financing Documents and the Subsidiary
Guarantors hereunder) of the Borrower and all of the Subsidiary Guarantors, all as of the Closing
Date (if any Subsidiary Guarantor becomes a party hereto subsequent to the Closing Date, then for
the purposes of this Section 2.08 such subsequent Subsidiary Guarantor shall be deemed to have been
a Subsidiary Guarantor as of the Closing Date and the information pertaining to, and only
pertaining to, such Subsidiary Guarantor as of the date such Subsidiary Guarantor became a
Subsidiary Guarantor shall be deemed true as of the Closing Date). ARTICLE 3
ADDITIONAL SUBSIDIARY GUARANTORS Section 3.01 Additional Subsidiary Guarantors; release of Subsidiary Guarantors. (a) On the Closing Date and on each Reporting Date thereafter, the Borrower shall cause one or
more Subsidiaries that are not then Subsidiary Guarantors to execute and deliver to the Agent a
letter substantially in the form of Exhibit F-1 hereto, whereupon such Subsidiary shall become a
party hereto and both a Subsidiary Guarantor and an Obligor for all purposes of the Financing
Documents, to the extent necessary such that after giving effect thereto, as of the most recently
ended fiscal quarter for which financial statements have been delivered, only non-Significant
Subsidiaries and Foreign Subsidiaries will be Non-Guarantor Subsidiaries. On or promptly following
the date on which the Borrower shall directly or indirectly acquire (through an acquisition of
assets, a merger or otherwise) a Significant Subsidiary that is not a Subsidiary Guarantor or a
Foreign Subsidiary, the Borrower shall cause such Significant Subsidiary to execute and deliver to
the Agent a letter substantially in the form of Exhibit F-1 hereto, whereupon such Significant
Subsidiary shall become a party hereto and both a Subsidiary Guarantor and an Obligor for all
purposes of the Financing Documents. Upon each such execution and delivery, the Borrower shall be
deemed to make a representation and warranty as to the facts set forth in Sections 4.02, 4.03, and
4.09 of the Credit Agreement. Non-Guarantor Subsidiary means, at any time, any Subsidiary that
is not a Subsidiary Guarantor at such time. Reporting Date means the date that is 30 days after
delivery of the Borrowers annual or quarterly financial statements to the Agent pursuant to
Section 5.01 of the Credit Agreement. (b) On each Reporting Date, the Borrower shall deliver to the Agent a list of the Subsidiary
Guarantors, a list of the Non-Guarantor Subsidiaries, and calculations in reasonable detail
demonstrating compliance with Section 3.01(a). (c) At any time or from time to time upon receipt by the Agent of a certificate, signed on
behalf of the Borrower by the chief financial officer or chief accounting officer of the Borrower,
requesting the release of a Subsidiary Guarantor from its obligations under this Agreement in
connection with the direct or indirect sale, transfer, disposition or conveyance of a majority of
the equity interests in such Subsidiary Guarantor permitted under Section 5.10 of the Credit
Agreement, representing and warranting that such sale, transfer, disposition or conveyance is
permitted under Section 5.10 of the Credit Agreement, such Subsidiary Guarantor shall be
automatically be released from its obligations hereunder upon the consummation of such sale,
transfer, disposition or conveyance. The Agent shall, at the sole cost and expense of the
Borrower, execute and deliver to the Borrower such instrument or other document as may be
reasonably requested by the Borrower evidencing the release of such Subsidiary Guarantor hereunder. 5




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ARTICLE 4
MISCELLANEOUS Section 4.01 Notices. Unless otherwise specified herein, all notices, requests and other communications (notices)
to any party hereunder shall be in writing (including facsimile transmission or similar writing)
and shall be given to such party at its address or facsimile number set forth on the signature
pages hereof or on its letter substantially in the form of Exhibit F-1 hereto, as applicable (or,
in the case of any Subsidiary Guarantor as to which no such address or facsimile number is so set
forth, to it at the address or facsimile number of the Borrower set forth on the signature pages
hereof) or such other address or facsimile number as such party may hereafter specify for the
purpose by notice to the Agent. Each such notice shall be effective (i) if given by facsimile
transmission, when such facsimile is transmitted to the facsimile transmission number specified in
or pursuant to this Section 4.01 and telephonic confirmation of receipt thereof is received or (ii)
if given by mail or by any other means, when delivered at the address specified in this Section
4.01. Section 4.02 No Waiver. No failure or delay by the Agent or any Bank in exercising any right, power or privilege under
this Agreement or any other Financing Document shall operate as a waiver thereof nor shall any
single or partial exercise thereof preclude any other or further exercise thereof or the exercise
of any other right, power or privilege. The rights and remedies herein and therein provided shall
be cumulative and not exclusive of any rights or remedies provided by law. Section 4.03 Amendments and Waivers; Termination. Any provision of this Agreement may be amended or waived if, and only if, such amendment or
waiver is in writing and is signed by the Borrower, each Subsidiary Guarantor and the Agent with
the prior written consent of the Required Banks; provided that except as otherwise provided in
Section 3.01(c), the consent of each Bank shall be required to release all or substantially all of
the Subsidiary Guarantors from their obligations hereunder; and provided further that (x)
Subsidiary Guarantors may become parties to this Agreement in accordance with Section 3.01(a) and
(y) Subsidiary Guarantors may be released from this Agreement in accordance with Section 3.01(c),
in each case, without the consent of Required Banks. Section 4.04 Governing Law; Submission to Jurisdiction; Waiver of a Jury Trial. This Agreement shall be construed in accordance with and governed by the law of the State of
New York. Each of the Subsidiary Guarantors hereby agrees to be bound by each provision of the
Credit Agreement which purports to bind all Obligors to the same extent as if it were a party
thereto. Section 4.05 Successors and Assigns. This Agreement is for the benefit of the Banks, the Swingline Bank, the LC Issuing Banks and
the Agent and their respective successors and assigns and in the event of an assignment of the
Loans, the Reimbursement Obligations, the Notes or other amounts payable under the Financing
Documents, the rights hereunder, to the extent applicable to the indebtedness so assigned, shall be
transferred with such indebtedness. All the provisions of this Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and assigns. 6




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Section 4.06 Counterparts; Effectiveness. This Agreement may be signed in any number of counterparts, each of which shall be an
original, and all of which taken together shall constitute a single instrument, with the same
effect as if the signatures thereto and hereto were upon the same instrument. This Agreement shall
become effective when the Agent shall have received a counterpart hereof signed by the Borrower and
one or more of the Subsidiary Guarantors and when the Credit Agreement shall become effective in
accordance with its terms. Thereafter, upon execution and delivery of a letter substantially in
the form of Exhibit F-1 hereto on behalf of any other Subsidiary Guarantor, this Agreement shall
become effective with respect to such Subsidiary Guarantor as of the date of such delivery. Section 4.07 Submission to Jurisdiction. The Borrower and each Subsidiary Guarantor hereby submits to the nonexclusive jurisdiction of
the United States District Court for the Southern District of New York and of any New York State
court sitting in New York City for purposes of all legal proceedings arising out of or relating to
this Subsidiary Guaranty or the transactions contemplated thereby. The Borrower and each
Subsidiary Guarantor irrevocably waives, to the fullest extent permitted by law, any objection
which it may now or hereafter have to the laying of the venue of any such proceeding brought in
such a court and any claim that any such proceeding brought in such a court has been brought in an
inconvenient forum. Section 4.08 Waiver of a Jury Trial. EACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLY AND IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY
JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER THIS AGREEMENT OR IN ANY WAY
CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH
RESPECT TO THIS AGREEMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING
OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY
AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY
COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART
OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES
HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. 7




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CNF INC.SUBSIDIARY
GUARANTY AGREEMENT IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their
respective authorized officers as of the date first above written. BORROWER:
    
    CNF INC., a Delaware corporationBy:
Name:Title:3240 Hillview Avenue
Palo Alto, California 94304
Facsimile number: 415-813-0160
Telephone number: 415-494-2900
 8




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CNF INC.SUBSIDIARY
GUARANTY AGREEMENT SUBSIDIARY GUARANTORS:
    
    CON-WAY TRANSPORTATION SERVICES, INC.,a Delaware corporationBy:
Name:
Title:c/o CNF Inc.3240 Hillview AvenuePalo Alto, California 94304Facsimile number: 415-813-0160Telephone number: 415-494-2900MENLO WORLDWIDE, LLC,
a Delaware limited liability companyBy:
Name:
Title:c/o CNF Inc.
3240 Hillview AvenuePalo Alto, California 94304Facsimile number: 415-813-0160Telephone number: 415-494-2900MENLO LOGISTICS, INC.,
a Delaware corporationBy:
Name:
Title:c/o CNF Inc.3240 Hillview AvenuePalo Alto, California 94304Facsimile number: 415-813-0160Telephone number: 415-494-2900
 9




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CNF INC.
SUBSIDIARY GUARANTY AGREEMENT THE BANK OF NEW YORK, as Agent By:
Name:
Title: 10




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EXHIBIT F-1 [Date] The Bank of New York, as Agent under
the Credit Agreement referred to below
One Wall Street, 18th Floor
New York, New York 10286
Attention: ___ Gentlemen: Reference is made to the Credit Agreement (as amended, modified, supplemented and extended,
the Credit Agreement) dated as of March 11, 2005 among CNF Inc., a Delaware corporation (the
Borrower), the Banks party thereto and The Bank of New York, as Agent (the Agent), and to the
Subsidiary Guaranty Agreement (as amended, modified, supplemented and extended, the Subsidiary
Guaranty) dated as of March 11, 2005 among the Borrower, the Subsidiary Guarantors party thereto
and the Agent, as amended, copies of each of which have been furnished to the undersigned. The undersigned hereby agrees and confirms that effective as of the date hereof, the
undersigned is a party to the Subsidiary Guaranty Agreement and both an Obligor and a Subsidiary
Guarantor for all purposes of the Financing Documents (as defined in the Credit Agreement). Very truly yours,[NAME OF SUBSIDIARY GUARANTOR]By:Name:Title:Address:Facsimile number:Telephone number: