AMERICAN FREIGHTWAYS CORPORATION
2300 FORWARD DRIVE
HARRISON, ARKANSAS 72601
AMERICAN FREIGHTWAYS, INC.
2200 FORWARD DRIVE
HARRISON, ARKANSAS 72601
LETTER AMENDMENT NO. 4 TO MASTER SHELF AGREEMENT
April 18, 1997
The Prudential Insurance Company
of America
c/o Prudential Capital Group
2200 Ross Avenue, Suite 4200E
Dallas, Texas 75201
Ladies and Gentlemen:
We refer to the Master Shelf Agreement dated as of September
3, 1993, as amended on October 19, 1994, December 14, 1994 and on
March 29, 1996 (the "AGREEMENT"), among American Freightways
Corporation and American Freightways, Inc. (collectively, the
"COMPANIES") and The Prudential Insurance Company of America
("PRUDENTIAL"), pursuant to which the Companies have issued and
Prudential, Prudential Affiliates or other Persons have purchased
Senior Notes of the Companies in the aggregate principal amount of
$90,000,000. Unless otherwise defined herein, the terms defined in
the Agreement shall be used herein as therein defined.
The Companies desire to extend the term of the Facility
(subject to earlier termination in accordance with the Agreement )
and to increase the amount of Notes available to be issued under
the Agreement to an aggregate principal amount of $140,000,000
(creating an Available Facility Amount of $50,000,000 as of the
date hereof).
Therefore, Prudential and the Companies, in consideration of
the mutual promises and agreements set forth herein and in the
Agreement, agree as follows:
(a) PARAGRAPH 1. Paragraph 1 of the Agreement is amended in
full to read as follows:
1. AUTHORIZATION OF ISSUE OF NOTES. The Companies
will authorize the issue of their senior promissory notes
(the "NOTES") in the aggregate principal amount of up to
$140,000,000, to be dated the date of issue thereof, to
mature, in the case of each Note so issued, no more than 15
years from the date of issue thereof, to have an average
life of no more than 12 years, to bear interest on the
unpaid balance thereof from the date thereof at the rate per
annum, and to have such other particular terms, as shall be
set forth, in the case of each Note so issued, in the
Confirmation of Acceptance with respect to such Note
delivered pursuant to paragraph 2F, and to be substantially
in the form of Exhibit A attached hereto. The term "NOTES"
as used herein shall include each Note delivered pursuant to
any provision of this Agreement and each Note delivered in
substitution or exchange for any such Note pursuant to any
such provision. Notes which have (i) the same final
maturity, (ii) the same installment payment dates, (iii) the
same installment payment amounts (as a percentage of the
original principal amount of each Note), (iv) the same
interest rate, and (v) the same interest payment periods,
are herein called a "SERIES" of Notes.
(b) PARAGRAPH 2B. Paragraph 2B of the Agreement is amended
in full to read as follows:
2B. ISSUANCE PERIOD. Notes may be issued and sold
pursuant to this Agreement until April 30, 1997. The period
during which Notes may be issued and sold pursuant to this
Agreement is herein called the "ISSUANCE PERIOD".
(c) PARAGRAPH 2I(4). Paragraph 2I(4) Renewal Fee is
deleted in its entirety.
(d) PARAGRAPH 6A(3). Paragraph 6A(3) of the Agreement is
amended in full to read as follows:
6A(3). FIXED CHARGE RATIO. The Companies will not
permit the ratio of Income Available for Fixed Charges
(based on the four fiscal quarters prior to the date of
determination) to Fixed Charges (based on the four fiscal
quarters prior to the date of determination) to be less than
(i) for the four fiscal quarters ended March 31, 1996, 1.80
to 1.00, (ii) for the four fiscal quarters ended June 30,
1996 and September 30, 1996, 1.65 to 1.00, (iii) for the
four fiscal quarters ended December 31, 1996, March 31,
1997, June 30, 1997, September 30, 1997 and December 31,
1997, 1.80 to 1.00 and (iv) at any time thereafter, 2.00 to
1.00.
(e) INFORMATION SCHEDULE. The Information Schedule attached
to the Agreement is replaced in its entirety by the Information
Schedule attached to this letter amendment.
(f) ADDRESS CHANGE. All references in the Agreement to the
Dallas, Texas office address of Prudential Capital Group are
amended to show the current Dallas office address of Prudential
Capital Group as: 2200 Ross Ave., Suite 4200E, Dallas, Texas
75201.
(g) CONDITIONS PRECEDENT. The effectiveness of this letter
amendment is contingent on the Companies providing to Prudential
certified copies of (i) a resolution of their respective Boards
of Directors approving the amendments to the Agreement herein
contained and (ii) all documents evidencing other necessary
corporate action and governmental approvals, if any, with respect
to the amendments to the Agreement herein contained.
On and after the effective date of this letter amendment,
each reference in the Agreement to "this Agreement", "hereunder",
"hereof", or words of like import referring to the Agreement, and
each reference in the Notes to "the Agreement", "thereunder",
"thereof", or words of like import referring to the Agreement,
shall mean the Agreement as amended by this letter amendment.
The Agreement, as amended by this letter amendment, is and shall
continue to be in full force and effect and is hereby in all
respects ratified and confirmed. The execution, delivery and
effectiveness of this letter amendment shall not, except as
expressly provided herein, operate as a waiver of any right,
power or remedy under the Agreement nor constitute a waiver of
any provision of the Agreement.
This letter amendment may be executed in any number of
counterparts and by any combination of the parties hereto in
separate counterparts, each of which counterparts shall be an
original and all of which taken together shall constitute one and
the same letter amendment.
If you agree to the terms and provisions hereof, please
evidence your agreement by executing and returning at least two
counterparts of this letter amendment to American Freightways
Corporation, 2200 Forward Drive, Harrison, Arkansas 72601,
Attention: Stephen Bruffett and American Freightways, Inc. 2200
Forward Drive, Harrison, Arkansas 72601, Attention: Stephen
Bruffett. This letter amendment shall become effective as of the
date first above written when and if counterparts of this letter
amendment shall have been executed by us and you and you shall
have entered into an amendment to effect substantially the same
change set forth in (d) above with respect to the Amended and
Restated Credit Agreement dated October 20, 1994, between the
Companies and NationsBank of Texas, N.A., as agent.
Very truly yours,
AMERICAN FREIGHTWAYS CORPORATION
By: /s/Frank Conner
Title: Executive Vice
President
AMERICAN FREIGHTWAYS, INC.
By: /s/Frank Conner
Title: Executive Vice
President
Agreed as of the date
first above written:
THE PRUDENTIAL INSURANCE COMPANY
OF AMERICA
By: /s/Randall M. Kob
Senior Vice President
INFORMATION SCHEDULE
THE PRUDENTIAL INSURANCE Operations Group
COMPANY OF AMERICA (Attention: Manager)
(1) All payments on account of (3) Address for copies of
Notes held by such purchaser notices under (2) above and all
shall be made by wire transfer other communications and
of immediately available funds notices:
for credit to:
The Prudential Insurance
Account No. 890-0304-391 (in Company of America
the case of payments on account c/o Prudential Capital Group
of the Note originally issued 2200 Ross Avenue, Suite 4200E
in the principal amount of Dallas, Texas 75201
$47,775,000 on April 18, 1997, Attention: Managing Director
(4) Recipient of telephonic
Account No. 890-0304-944 (in prepayment notices:
the case of payments on account
of the Note originally issued Manager, Investment Structure
in the principal amount of and Pricing
$3,225,000 on April 18, 1997) (201) 802-7398
(201) 624-6432 (facsimile)
The Bank of New York
New York, New York (5) Tax Identification No.: 22-
(ABA No.: 021-000-018) 1211670
Each such wire transfer shall (6) Authorized Officers:
set forth the name of the
Company, a reference to "8.11% R.A. Walker, Randall M. Kob,
Senior Notes due April 18, Steven D. Arnold, Robert G.
2012", Security No. !INV5610! Gwin and Jay D. Squiers
(in the case of payments on
account of the Note originally
issued in the principal amount
of $47,775,000) and "8.11%
Senior Notes due April 18,
2012", Security No. !INV5611!
(in the case of payments on
account of the Note originally
issued in the principal amount
of $2,225,000) and a reference
to the due date and application
(as among principal, interest
and Yield-Maintenance Amount)
of the payment being made.
All payments on account of
Notes issued prior to April 18,
1997 shall be made pursuant to
previously distributed written
instructions.
(2) Address for all notices
relating to payments and
written confirmations of such
wire transfers:
The Prudential Insurance
Company of America
c/o Prudential Capital Group
100 Mulberry Street
Newark, NJ 07102-4069
Attention: Investment