AMERICAN FREIGHTWAYS CORPORATION
AMERICAN FREIGHTWAYS, INC.
2200 Forward Drive
Harrison, Arkansas 72601
LETTER AMENDMENT NO. 5
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 Note Agreement dated as of November 3,
1991, as amended (the "AGREEMENT"), among American Freightways
Corporation (formerly known as Arkansas Freightways Corporation)
and American Freightways, Inc. (formerly known as Arkansas
Freightways, Inc.) (collectively, the "COMPANIES") and you. Unless
otherwise defined herein, the terms defined in the Agreement shall
be used herein as therein defined.
It is hereby agreed by you and us as follows:
The Agreement is, effective the date first above written,
hereby amended as follows:
(a) PARAGRAPH 6A(3). Paragraph 6A(3) 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.
(b) INFORMATION SCHEDULE. The Information Schedule
attached to the Agreement is replaced in its entirety by the
Information Schedule attached to this letter amendment.
(c) 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.
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 a
counterpart of this letter amendment to American Freightways
Corporation, 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 (a) 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 Randall M. Kob
Senior Vice President