Amendment No. 4 dated January 23, 2004 to the $350 Million Credit Agreement.



 Exhibit 4.17 
  
 FOURTH AMENDMENT 
  
 THIS FOURTH AMENDMENT (this “Amendment”) dated as of January 23, 2004, to the Credit Agreement referenced below, is by and among CNF
Inc., a Delaware corporation (the “Borrower”), the Banks identified on the signature pages hereto and Bank of America, N.A., as Agent. Capitalized terms used herein but not otherwise defined herein shall have the meanings provided
to such terms in the Credit Agreement. 
  
 W I T N E S S E T H

  
 WHEREAS, a $385 million credit facility has been extended to
the Borrower pursuant to that Credit Agreement (as amended, modified and supplemented from time to time, the “Credit Agreement”) dated as of July 3, 2001 among the Borrower, the Banks party thereto, The Chase Manhattan Bank, as
Syndication Agent, PNC Bank, LaSalle Bank National Association and Citibank, N.A., as Documentation Agents, and Bank of America, N.A., as Agent; and 
  
 WHEREAS, the Borrower has requested certain modifications to the Credit Agreement and the Required Banks have agreed to such modifications on the terms
and conditions set forth herein. 
  
 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: 
  

	1.	Amendments. The Credit Agreement is amended in the following respects: 

  


	1.1	The definition of “Financing Documents” in Section 1.01 of the Credit Agreement is amended to read as follows: 

  
 “Financing Documents” means this Agreement, the
Subsidiary Guaranty Agreement and the Notes, if any. 
  

	1.2	The following definitions are deleted from Section 1.01 of the Credit Agreement: “Acquisition”, “Additional Collateral Event”, “Capital Expenditures”,
“Collateral Effective Date”, “Collateral Period”, “Collateral Termination Date”, “Consolidated Net Tangible Assets”, “Covenant Release Date”, “Domestic Subsidiary”, “Existing Negative
Pledge Debt”, “First Amendment”, “First Amendment Date”, “Foreign Subsidiary”, “Restricted Action”, “Security Agreement”, “6.00% Notes Agreement” and “7.35% Notes Indenture”.


  

	1.3	Section 4.12 of the Credit Agreement is deleted in its entirety. 

  

	1.4	Clause (i) of Section 5.09 of the Credit Agreement is amended to read as follows: 

  

	 	(i)	Liens not otherwise permitted by the foregoing clauses of this Section securing Debt or other obligations in an aggregate principal amount at any time outstanding not to exceed the
sum of $15,000,000 plus 10% of Consolidated Net Worth as of the end of the immediately preceding fiscal quarter of the Borrower. 

  

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	1.5	Each of Sections 5.16, 5.17, 5.18 and 5.19 of the Credit Agreement is deleted in its entirety. 

  

	1.6	Clause (n) of Section 6.01 of the Credit Agreement is deleted in its entirety. 

  

	1.7	The Security Agreement is terminated and shall hereafter have no force and effect. 

  
 2. Conditions Precedent. This Amendment shall be effective as of the date hereof upon satisfaction of each of the
following conditions: 
  

	 	(a)	receipt by the Agent of multiple counterparts of this Amendment executed by the Borrower and the Required Banks; and 

  

	 	(b)	receipt by the Agent, for the ratable benefit of the Banks that execute and deliver signature pages to this Amendment (the “Approving Banks”), of an amendment fee
equal to 10 basis points (0.10%) on the aggregate Commitments of the Approving Banks; and 

  

	 	(c)	receipt by the Agent of all other fees and expenses due in connection with this Amendment. 

  
 3. Reaffirmation of Representations and Warranties; no Default. The Borrower hereby affirms that the representations
and warranties set forth in the Credit Agreement are true and correct in all material respects as of the date hereof (except those that expressly relate to an earlier date in which case such representations and warranties were true and correct as of
such earlier date). The Borrower hereby represents and warrants that no event has occurred and is continuing, or would result from the execution and delivery of this Amendment, which constitutes an Event of Default or which, with the giving of
notice and/or the passage of time, would constitute an Event of Default. 
  
 4. Financing Document. This Amendment is a Financing Document. 
  
 5. No Other Changes. Except as expressly modified hereby, all of the terms and provisions of the Financing Documents shall remain in full force and
effect. 
  
 6. Counterparts/Telecopy. This Amendment may be
executed in any number of separate counterparts, each of which, when so executed, shall be deemed an original and it shall not be necessary in making proof of this Amendment to produce or account for more than one such counterpart. Delivery of
executed counterparts of this Amendment by telecopy shall be effective as an original and shall constitute a representation that an original shall be delivered. 
  

7. Governing Law. This Amendment shall be deemed to be a contract made under, and for all purposes shall be construed in accordance with, the
laws of the State of New York. 
  
  
  

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 IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this Fourth Amendment to be
duly executed and delivered as of the date first above written. 
  
 BORROWER: 

			
	 	 	CNF INC., a Delaware corporation
	By:	 	 /s/ Mark C. Thickpenny


	 	 	Name: Mark C. Thickpenny
	 	 	Title: Vice President—Treasurer


  
 ADMINISTRATIVE
AGENT: 

			
	 	 	BANK OF AMERICA, N.A.,
	 	 	in its capacity as Agent
	 By:
	 	 /s/ Chas McDonell


	 	 	Name: Chas McDonell
	 	 	Title: Managing Director


  
 BANKS:


			
	 	 	BANK OF AMERICA, N.A.
	 By:
	 	 /s/ Chas McDonell


	 	 	Name: Chas McDonell
	 	 	Title: Managing Director


  

			
	 	 	PNC BANK
	 By:
	 	 /s/ Luke G. McElhinny


	 	 	Name: Luke G. McElhinny
	 	 	Title: Assistant Vice President


  

			
	 	 	U.S. BANK NATIONAL ASSOCIATION
	 By:
	 	 /s/ Douglas A. Rich


	 	 	Name: Douglas A. Rich
	 	 	Title: Vice President


  

			
	 	 	MELLON BANK, N.A.
	 By:
	 	 /s/ John Cate


	 	 	Name: John Cate
	 	 	Title: First Vice President


  

			
	 	 	LASALLE BANK NATIONAL ASSOCIATION
	 By:
	 	 /s/ Kathleen L. Ross


	 	 	Name: Kathleen L. Ross
	 	 	Title: Senior Vice President


  
  

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	 	 	JPMORGAN CHASE BANK
		
	 By:
	 	 /s/ Karen M. Sharf


	 	 	Name: Karen M. Sharf
	 	 	Title: Vice President


  

			
	 	 	THE BANK OF NEW YORK
		
	 By:
	 	 /s/ Elizabeth Ying


	 	 	Name: Elizabeth Ying
	 	 	Title: Vice President


  

			
	 	 	PB CAPITAL CORPORATION
		
	 By:
	 	 /s/ Christopher J. Ruzzi


	 	 	Name: Christopher J. Ruzzi
	 	 	Title: Vice President
		
	 By:
	 	 /s/ Lisa Moraglia


	 	 	Name: Lisa Moraglia
	 	 	Title: Assistant Vice President


  

			
	 	 	CITICORP USA, INC.
		
	 By:
	 	 /s/ William S. Timmons, III


		
	 	 	Name: William S. Timmons, III
	 	 	Title: Vice President


  

			
	 	 	MORGAN STANLEY BANK
		
	 By:
	 	 /s/ Daniel Twenge


	 	 	Name: Daniel Twenge
	 	 	Title: Vice President


  
  
  

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 Each of the undersigned Subsidiary Guarantors, by executing this Amendment below, (a) acknowledges and
consents to all of the terms and conditions of this Amendment, (b) affirms all of its obligations under the Financing Documents and (c) agrees that this Amendment and all documents executed in connection herewith do not operate to reduce or
discharge such Subsidiary Guarantor’s obligations under the Financing Documents. 
  
 SUBSIDIARY GUARANTORS: 
  

			
	 	 	CONWAY TRANSPORTATION SERVICES, INC.
		
	 By:
	 	 /s/ Mark C. Thickpenny


	 	 	Name: Mark C. Thickpenny
	 	 	Title: Assistant Treasurer


  

			
	 	 	MENLO WORLDWIDE FORWARDING, INC.
		
	 By:
	 	 /s/ Mark C. Thickpenny


	 	 	Name: Mark C. Thickpenny
	 	 	Title: Assistant Treasurer


  

			
	 	 	EMERY WORLDWIDE AIRLINES, INC.
		
	 By:
	 	 /s/ Mark C. Thickpenny


	 	 	Name: Mark C. Thickpenny
	 	 	Title: Treasurer


  

			
	 	 	MENLO LOGISTICS, INC.
		
	 By:
	 	 /s/ Mark C. Thickpenny


	 	 	Name: Mark C. Thickpenny
	 	 	Title: Assistant Treasurer


  

			
	 	 	CNF PROPERTIES, INC.
		
	 By:
	 	 /s/ Mark C. Thickpenny


	 	 	Name: Mark C. Thickpenny
	 	 	Title: Vice President – Treasurer


  

			
	 	 	MENLO WORLDWIDE, LLC
		
	 By:
	 	 /s/ Mark C. Thickpenny


	 	 	Name: Mark C. Thickpenny
	 	 	Title: Assistant Treasurer


  

			
	 	 	CON-WAY LAND HOLDINGS, LLC
		
	 By:
	 	 /s/ Mark C. Thickpenny


	 	 	Name: Mark C. Thickpenny
	 	 	Title: Assistant Treasurer


  

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