FIRST AMENDMENT AGREEMENT
This First Amendment Agreement dated as of January 31,
1997 ("Amendment") amends the Amended and Restated Credit
Agreement dated as of February 21, 1996 (the "Credit
Agreement"), among Arkansas Best Corporation, a Delaware
corporation (the "Borrower"), the banks party thereto (the
"Banks"), Societe Generale, Southwest Agency, as Managing
Agent and Administrative Agent, and NationsBank of Texas,
N.A., as Documentation Agent. Capitalized terms defined in
the Credit Agreement and not otherwise defined or redefined
herein are used herein with the meanings so defined.
WHEREAS the Borrower has requested that the Credit
Agreement be amended to provide for an uncommitted swingline
facility which would constitute usage of the Revolving
Commitments and the Borrowing Base for purposes of
availability (but not calculation of commitment fees) and to
modify certain covenants of the Borrower set forth in the
Credit Agreement; and
WHEREAS the Banks have agreed to so amend the Credit
Agreement on the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the foregoing and
for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties
hereto hereby agree as follows:
1. Amendment of Credit Agreement. The Credit
Agreement is hereby amended as follows:
1.1. Table of Contents. The Table of Contents is
amended by adding the following item to the list of
exhibits:
Exhibit T - Form of Swingline Note
1.2. Section 1.01. Section 1.01 is amended as follows:
(a) by deleting the number "$100,000,000" from clause
(e) of the definition of the term "Borrowing Base" and by
substituting therefor the defined term "Maximum Borrowing
Base Real Property Amount";
(b) by deleting the phrase "Property described on
Schedule 1.0l(c)," from the definition of the term Eligible
Real Property; and
(c) by restating the definitions for the terms
"Advances", "Borrowing", "EBITDA", and "Notes" in their
entirety, and by adding the following new definitions in
appropriate alphabetical order:
"Advances" means a Revolving Advance, a Swingline
Advance, or a Term Advance, any such Revolving Advance
or Term Advance being either a Prime Rate Advance or a
Eurodollar Rate Advance.
"Borrowing" means a Revolving Borrowing, a Term
Borrowing, or the making of a Swingline Advance by
SocGen.
"EBITDA" means, without duplication, for any
period for which such amount is being determined, the
sum of the amounts for such period of (a) Adjusted
Consolidated operating income plus (b) to the extent
deducted in determining Adjusted Consolidated operating
income, depreciation, amortization and letter of credit
fees.
"Mandatory Revolving Borrowing" means a Revolving
Borrowing comprised of Prime Rate Advances made to
repay a Swingline Advance which has not been repaid to
SocGen on the date due.
"Maximum Borrowing Base Real Property Amount"
means $100,000,000 as such amount may be increased up
to but not exceeding $115,000,000 as follows:
(a) For every Asset Sale occurring
after January 31, 1997 involving Revenue
Equipment, the Net Cash Proceeds of which are used
(i) to reduce the Term Advances or (ii) after the
repayment in full of the Term Advances to
permanently reduce the Revolving Commitments
pursuant to Section 2.04, the Maximum Borrowing
Base Real Property Amount shall be increased by
one Dollar multiplied by a factor of 0.80 for each
Dollar of Net Cash Proceeds generated with respect
to such Asset Sale; and
(b) For every Asset Sale occurring
after January 31, 1997 involving real property,
the Net Cash Proceeds of which are used (i) to
reduce the Term Advances or (ii) after the
repayment in full of the Term Advances to
permanently reduce the Revolving Commitments
pursuant to Section 2.04, the Maximum Borrowing
Base Real Property Amount shall be increased by
one Dollar multiplied by a factor of 0.67 for each
Dollar of Net Cash Proceeds generated with respect
to such Asset Sale.
"Notes" means a Revolving Note, a Term Note or the
Swingline Note.
"Quoted Rate" means with respect to any Swingline
Advance, the rate agreed upon between the Borrower and
SocGen prior to the making of such Advance.
"Swingline Advance" has the meaning set forth in
Section 2.01(c).
"Swingline Note" means a promissory note of the
Borrower payable to the order of SocGen in
substantially the form of the attached Exhibit T,
evidencing the indebtedness of the Borrower to SocGen
from Swingline Advances owing to SocGen.
1.3. Section 2.01. Section 2.01 is amended by adding
a comma and the words "Swingline Advances" in the second
sentence of paragraph (a) thereof after the phrase
"aggregate amount of all outstanding Revolving Advances" ,
and by adding the following new paragraph (c) at the end
thereof:
(c) Swingline Advances. On the terms and
conditions set forth in this Agreement, SocGen may, in
its sole discretion from time-to-time on any Business
Day during the period from the date of this Agreement
until the Maturity Date, make advances ("Swingline
Advances") under the Swingline Note to the Borrower in
an aggregate principal amount not to exceed $10,000,000
outstanding at any time; provided that the aggregate
principal amount of outstanding Revolving Advances,
Swingline Advances, and Letter of Credit Exposure shall
never exceed either (i) the aggregate Revolving
Commitments at such time or (ii) the Borrowing Base at
such time; and provided further than no Swingline
Advance shall be made by SocGen if the statements set
forth in Section 3.02(a) are not true on the date of
such Swingline Advance, it being agreed by the Borrower
that the giving of the applicable Notice of Borrowing
and the acceptance by the Borrower of the proceeds of
such Swingline Advance shall constitute a
representation and warranty by the Borrower that on the
date of such Swingline Advance such statements are
true. Subject to the other provisions hereof, the
Borrower may from time-to-time borrow, prepay (in whole
or in part) and reborrow Swingline Advances.
(A) Except as provided in the following
clause (B) below, each request for a Swingline Advance
shall be made pursuant to telephone notice to SocGen
given no later than 11:00 a.m. (Dallas, Texas time) on
the date of the proposed Swingline Advance, promptly
confirmed by a completed and executed Notice of
Borrowing telecopied to the Agent. SocGen will
promptly make the Swingline Advance available to the
Borrower at the Borrowers' account with the Agent.
(B) The Borrower and the Banks agree that in the
event any Swingline Advance is not repaid on the date
due to SocGen, each Bank shall pay to the Agent its Pro
Rata Share of such Swingline Advance and such payment
shall be deemed to be a Prime Rate Advance made
pursuant to such Bank's Revolving Commitment, whether
made before or after termination of the Commitments,
acceleration of the Advances, or otherwise, and whether
or not the conditions precedent in Section 3.02 have
been satisfied. The Agent shall give each Bank notice
of such Mandatory Revolving Borrowing by 11:00 a.m.
(Dallas, Texas time) on the date the Mandatory
Revolving Borrowing is to be made. Each Bank shall
make its Advance available to the Agent for the account
of SocGen in immediately available funds by 1:00 p.m.
(Dallas, Texas time) on the date requested, and the
Borrower hereby irrevocably instructs SocGen to apply
the proceeds of such Mandatory Revolving Borrowing to
the payment of the outstanding Swingline Advances.
1.4. Section 2.02. Section 2.02 is amended by
restating paragraphs (a), (b) and (c)(i), (e) and (g) of
such Section in their entirety as follows:
(a) Notice. Each Revolving Borrowing shall be
made pursuant to a Notice of Borrowing, given not later
than (i) 11:00 a.m. (Dallas, Texas time) on the third
Business Day before the date of the proposed Borrowing,
in the case of a Eurodollar Rate Advance or
(ii) 11:00 a.m. (Dallas, Texas time) on the Business
Day of the proposed Borrowing, in the case of a Prime
Rate Advance, by the Borrower to the Agent, which shall
give to each Bank prompt notice on the day of receipt
of timely Notice of Borrowing of such proposed
Borrowing by telecopier. Each Swingline Advance shall
be made pursuant to a Notice of Borrowing, given not
later than 11:00 a.m. (Dallas, Texas time) on the day
of the proposed Borrowing. Each Notice of Borrowing
shall be in writing or by telecopier specifying the
requested (i) date of such Borrowing, (ii) Type of
Advances comprising such Borrowing, (iii) aggregate
amount of such Borrowing, and (iv) if such Borrowing is
to be comprised of Eurodollar Rate Advances, the
Interest Period for each such Advance. In the case of
a proposed Borrowing comprised of Eurodollar Rate
Advances, the Agent shall promptly notify each Bank of
the applicable interest rate under Section 2.06(b).
Each Bank shall (i) in the case of all Revolving
Borrowings other than Borrowings made on the same day
as the day the Notice of Borrowing is received, before
11:00 a.m. (Dallas, Texas time) on the date of such
Borrowing and (ii) in the case of Revolving Borrowings
made on the same day as the date of the Notice of
Borrowing or Mandatory Revolving Borrowings, before
1:00 p.m. (Dallas, Texas time), make available for the
account of its Applicable Lending Office to the Agent
at its address referred to in Section 9.02, or such
other location as the Agent may specify by notice to
the Banks, in same day funds, such Bank's Pro Rata
Share of such Borrowing. After the Agent's receipt of
such funds and upon fulfillment of the applicable
conditions set forth in Article III, the Agent will
make such funds available to the Borrower at its
account with the Agent.
(b) Conversions and Continuations. In order to
elect to Convert or continue Advances comprising part
of the same Revolving Borrowing or Term Borrowing under
this Section, the Borrower shall deliver an irrevocable
Notice of Conversion or Continuation to the Agent at
the Agent's office no later than 11:00 a.m. (Dallas,
Texas time) (i) on the Business Day of the proposed
conversion date in the case of a Conversion of such
Advances to Prime Rate Advances and (ii) at least three
Business Days in advance of the proposed Conversion or
continuation date in the case of a Conversion to, or a
continuation of, Eurodollar Rate Advances. Each such
Notice of Conversion or Continuation shall be in
writing or by telecopier, specifying (i) the requested
Conversion or continuation date (which shall be a
Business Day), (ii) the Borrowing amount and Type of
the Advances to be Converted or continued,
(iii) whether a Conversion or continuation is
requested, and if a Conversion, into what Type of
Advances, and (iv) in the case of a Conversion to, or a
continuation of, Eurodollar Rate Advances, the
requested Interest Period. Term Advances may only be
Converted or continued as Term Advances and Revolving
Advances may only be Converted or continued as
Revolving Advances. Swingline Advances may not be
converted or continued. Promptly after receipt of a
Notice of Conversion or Continuation under this
paragraph, the Agent shall provide each Bank with a
copy thereof and, in the case of a Conversion to or a
Continuation of Eurodollar Rate Advances, notify each
Bank of the applicable interest rate under
Section 2.06(b). For purposes other than the
conditions set forth in Section 3.02, the portion of
Term Advances comprising part of the same Term
Borrowing that are Converted to Term Advances of
another Type shall constitute a new Term Borrowing and
the portion of Revolving Advances comprising part of
the same Revolving Borrowing that are Converted to
Revolving Advances of another Type shall constitute a
new Revolving Borrowing.
(c) Certain Limitations. Notwithstanding
anything in paragraphs (a) and (b) above:
(i) each Borrowing (other than a Borrowing
of Swingline Advances) shall be in an aggregate
amount not less than $2,000,000 or greater
multiples of $1,000,000, in the case of Eurodollar
Rate Advances, or $1,000,000 or greater multiples
of $100,000, in the case of Prime Rate Advances,
and shall consist of Advances of the same Type
made on the same day by the Banks ratably
according to their respective Commitments.
(e) Agent Reliance. Unless the Agent shall have
received notice from a Bank before the date of any
Revolving Borrowing or Mandatory Revolving Borrowing
that such Bank will not make available to the Agent
such Bank's Pro Rata Share of the Borrowing, the Agent
may assume that such Bank has made its Pro Rata Share
of such Borrowing available to the Agent on the date of
such Borrowing in accordance with paragraph (a) of this
Section 2.02 and the Agent may, in reliance upon such
assumption, make available to the Borrower on such date
a corresponding amount. If and to the extent that such
Bank shall not have so made its Pro Rata Share of such
Borrowing available to the Agent, such Bank and the
Borrower severally agree to immediately repay to the
Agent on demand such corresponding amount, together
with interest on such amount, for each day from the
date such amount is made available to the Borrower
until the date such amount is repaid to the Agent, at
(i) in the case of the Borrower, the interest rate
applicable on such day to Advances comprising such
Borrowing and (ii) in the case of such Bank, the
Federal Funds Rate for such day. If such Bank shall
repay to the Agent such corresponding amount and
interest as provided above, such corresponding amount
so repaid shall constitute such Bank's Advance as part
of such Borrowing for purposes of this Agreement even
though not made on the same day as the other Advances
comprising such Borrowing.
(g) Notes. The indebtedness of the Borrower to
each Bank resulting from Revolving Advances owing to
such Bank shall be evidenced by the Revolving Note of
the Borrower payable to the order of such Bank in
substantially the form of Exhibit A. The indebtedness
of the Borrower to each Bank resulting from Term
Advances owing to such Bank shall be evidenced by the
Term Note of the Borrower payable to the order of such
Bank in substantially the form of Exhibit B. The
indebtedness of the Borrower to SocGen resulting from
Swingline Advances owing to SocGen shall be evidenced
by the Swingline Note of the Borrower payable to the
order of SocGen in substantially the form of Exhibit T.
1.5 Section 2.04. Section 2.04 is amended by revising
paragraph (c) to delete the phrase ". . . less (iii) the
aggregate amount of the "Tranche A Commitments" and "Tranche
B Commitments" (as such terms are defined in the Liquidity
Facility)" in the last two lines of such paragraph and the
addition of a new paragraph (d) as follows:
(d) Asset Sale.
(i) Upon the occurrence of any Asset
Sale which occurs after the Term Advances
have been paid in full, the aggregate
Revolving Commitments shall permanently
reduce 15 days after the end of each calendar
quarter during which such Asset Sale occurs;
provided that, in the case of any Asset Sale
which individually or in the aggregate with
other Asset Sales that quarter yields Net
Cash Proceeds of greater than $5,000,000 such
permanent reduction in the Revolving
Commitments shall occur on the date ten days
after the occurrence of such Asset Sale by an
amount equal to one Dollar multiplied by (i)
a factor of 0.67 to 1 for each Dollar of Net
Cash Proceeds received with respect to a sale
of real property and (ii) a factor of 0.80 to
1 for each Dollar of Net Cash Proceeds
received with respect to a sale of Revenue
Equipment.
(ii) Upon the occurrence of any Asset
Sale which results in full repayment of the
Term Advances the aggregate Revolving
Commitments shall permanently reduce by the
amount of the Net Cash Proceeds which exceed
the amount of Net Cash Proceeds used to fully
repay the Term Advances on the date the Net
Cash Proceeds of such Asset Sale are required
to be paid to the Banks pursuant to Section
2.07(c)(iii) by an amount equal to one Dollar
multiplied by (i) a factor of 0.67 to 1 for
each Dollar of Net Cash Proceeds received
with respect to a sale of real property and
(ii) a factor of 0.80 to 1 for each Dollar of
Net Cash Proceeds received with respect to a
sale of Revenue Equipment.
Notwithstanding anything herein to the
contrary, the maximum reduction in the
Revolving Commitments pursuant to this
Section 2.04(d)(i) and (ii) shall not exceed
$15,000,000 in the aggregate.
1.6. Section 2.05. Section 2.05 is amended by adding
the following new paragraph (c) at the end thereof:
(c) Swingline Advances. The Borrower shall
repay the outstanding principal amount of each Swingline
Advance on the earlier of the Maturity Date or the date
which is three Business Days after the date such Swingline
Advance was made.
1.7. Section 2.06. Section 2.06 is amended by revising
the introductory paragraph and adding a new paragraph (c),
in each case as set forth below, and by relettering existing
paragraphs (c) and (d) as paragraphs (d) and (e),
respectively:
Section 2.06. Interest. The Borrower shall pay
interest on the unpaid principal amount of each Advance
from the date of such Advance until such principal
amount shall be paid in full, at the following rates
per annum:
(c) Swingline Advances. If such Advance is a
Swingline Advance, a rate per annum equal at all times
to the lesser of (i) the Quoted Rate and (ii) the
Maximum Rate, payable in arrears on the date such
Advance shall be paid in full, provided that any amount
of principal which is not paid when due (whether at
stated maturity, by acceleration or otherwise) shall
bear interest from the date on which such amount is due
until such amount is paid in full, payable on demand,
at a rate per annum equal at all times to the lesser of
(i) the rate required to be paid on such Advance
immediately prior to the date on which such amount
becomes due plus two percent (2%) and (ii) the Maximum
Rate.
1.8. Section 2.07(b). Section 2.07(b) of the Credit
Agreement is amended by restating the first sentence thereof
in its entirety as follows:
The Borrower may elect to prepay any of the Advances,
after giving notice thereof to the Agent (i) by 11:00
a.m. (Dallas, Texas time) on the day of prepayment of
any Swingline Advance, and (ii) by 11:00 a.m. (Dallas
Texas time) at least three Business Days' prior to the
day of prepayment of any Eurodollar Rate Advances, and
at least one Business Day prior to the day of
prepayment of any Prime Rate Advances. Such notice
must state the proposed date and aggregate principal
amount of such prepayment, whether such prepayment
should be applied to reduce outstanding Term Advances
or Revolving Advances or Swingline Advances, and if
applicable, the relevant Interest Period for the
Advances to be prepaid.
1.9 Section 2.07(c)(iii). Section 2.07(c)(iii) is
amended by deleting the number "$7,500,000" from the fifth
line of such provision and by substituting therefor the
number "$5,000,000".
1.10. Section 2.10. Section 2.10 is amended by
inserting "2.01(c)," before "2.03(b)" in the parenthetical
in the second sentence of paragraph (a) thereof.
1.11 Section 2.13. Section 2.13 is amended by
inserting after the words "Revolving Advances" in clause
(i)(y)(B) thereof a comma and the words "the Swingline
Advances."
1.12. Section 3.02. Section 3.02 is amended by
adding the phrase ("and other than a Mandatory Revolving
Borrowing)" after the words "existing Borrowing" inside the
parenthetical of the first sentence thereof.
1.13. Section 4.08(c). Section 4.08 is amended by
relettering paragraph (c) thereof as paragraph (d) and by
changing all references in the Credit Documents to Section
4.08(c) of the Credit Agreement to Section 4.08(d) and by
adding the following new paragraph (c) to such Section:
(c) Swingline Line Advances. The proceeds of the
Swingline Line Advances will be used by the Borrower
for general corporate purposes of the Borrower and its
Subsidiaries.
1.14. Section 6.05(b). Section 6.05(b) is restated
in its entirety as follows:
(b) provided no Default has occurred and is
continuing or would result therefrom, WWC may (i) on
the date which is one Business Day prior to April 15,
1998, make the sinking fund payment which is required
to be made by WWC on such date under Section 3.04 of
the Indenture, provided that the amount of such payment
shall not exceed (x) an amount sufficient to redeem
$2,500,000 aggregate principal amount of Subordinated
Debentures on April 15, 1998 plus accrued interest to
such date on such Subordinated Debentures, less (y) the
aggregate amount of any Subordinated Debentures which
may have been acquired by Borrower or WWC and delivered
to the Trustee under the Indenture for cancellation as
permitted in clause (ii) below, and (ii) provided (A)
there are no Term Advances outstanding and (B) the
Revolving Commitments are less than or equal to
$260,000,000 on any Business Day after November 15,
1997 but before February 15, 1998, purchase
Subordinated Debentures for an aggregate purchase price
not to exceed $2,500,000, provided that on the Business
Day immediately following such purchase, WWC shall
notify the Trustee under the Indenture pursuant to
Section 3.04 thereof that it intends to deliver such
purchased Subordinated Debentures to the Trustee to
reduce or satisfy the sinking fund payment that would
otherwise be due and payable by WWC on the Business Day
immediately preceding April 15, 1998 by an amount equal
to the aggregate principal amount of such purchased
Subordinated Debentures, and on or prior to February
15, 1998, WWC shall deliver the Officers' Certificate
contemplated by Section 3.04 of the Indenture and shall
tender to the Trustee such Subordinated Debentures for
cancellation in order to reduce or satisfy the sinking
fund payment due on the Business Day immediately
preceding April 15, 1998.
1.15. Section 6.06. Section 6.06 is amended by
adding the following phrase at the end of clause (a): "and
the purchase of Subordinated Debentures to the extent
permitted by Section 6.05(b)(ii)."
1.16. Section 6.12. Section 6.12 is amended by the
deletion of the year "1997" and by substituting the year
"1998" therefor.
1.17. Section 6.13. Section 6.13 is hereby
restated in its entirety as follows:
Section 6.13. Net Worth.
(a) The Borrower will not permit its Consolidated
Net Worth at any time, tested on the last day of each
month, to be less than (a) from February 1, 1997 to and
including March 31, 1997, $116,000,000, (b) from April
1, 1997 to and including August 31, 1997, $117,500,000
and (c) from September 1, 1997 to and including
December 31, 1997, $120,000,000.
(b) The Borrower will not permit its Consolidated
Net Worth at any time from January 1, 1998 to and
including March 31, 1998 and from April 1, 1998 to and
including June 30, 1998, tested quarterly, to be less
than an amount equal to $125,000,000 plus (A) 50% of
cumulative Consolidated Net Income of the Borrower
(without deduction for quarterly losses) for the period
from January 1, 1998 to the date of determination plus
(B) 100% of the net cash proceeds of any issuance of
equity by the Borrower after the Effective Date.
For purposes of calculating, "Net Worth" pursuant to
this Section 6.13, all earnings and losses of Treadco
after December 31, 1996 shall be excluded therefrom.
1.18. Section 6.14. Section 6.14 is hereby
restated in its entirety as follows:
Section 6.14. Minimum EBITDA. (a) The
Borrower will not permit its Adjusted Consolidated
EBITDA, as of the last day of any month, commencing
February 28, 1997, and for the period commencing
January 1, 1997 and ending on such date, to be less
than the following amounts calculated on a cumulative
basis:
Minimum Adjusted/
Month End Consolidated EBITDA
February 28, 1997 $(5,500,000)
March 31, 1997 $ -0-
April 30, 1997 $7,000,000
May 31, 1997 $14,000,000
June 30, 1997 $21,000,000
July 31, 1997 $30,000,000
August 31, 1997 $40,000,000
September 30, 1997 $50,000,000
October 31, 1997 $64,000,000
November 30, 1997 $66,000,000
December 31, 1997 $68,000,000
(b) The Borrower will not permit its Adjusted
Consolidated EBITDA, as of the last day of any fiscal
quarter commencing March 31, 1998 and for the Rolling
Period ending on such date, to be less than the
following amounts calculated on a cumulative basis:
Minimum Adjusted/
Quarter End Consolidated EBITDA
March 31, 1998 $75,000,000
June 30, 1998 $85,000,000
1.19. Section 6.15. Section 6.15 is hereby amended
by restating clause (b) and clause (c) thereof as follows:
"(b) Capital Expenditures in an aggregate amount not to
exceed $20,000,000 in fiscal year 1997, and (c) Capital
Expenditures in an aggregate amount not to exceed
$50,000,000 in fiscal year 1998."
1.20. Exhibits to Credit Agreement. Exhibits "F"
and "L-1" attached to the Credit Agreement are hereby
replaced in their entirety with Exhibit "F" and "L-1"
attached to this Amendment. Exhibit T attached to this
Amendment shall become a new Exhibit T attached to the
Credit Agreement.
1.21. Schedules to Credit Agreement. Schedule
1.01(c) shall be deleted in its entirety.
2. Incentive Fee. In addition to the fees set forth
in the Credit Agreement and the fee described in Section 4
below, the Borrower hereby agrees that if either (a) the
outstanding balance of all Term Advances exceeds $10,000,000
as of the close of business on June 30, 1997, or (b) there
occurs an Event of Default after the Amendment Effective
Date on or prior to June 30, 1997 then the Borrower shall
pay to the Agent a one time fee for the benefit of each
Bank, equal to 1/8% of the sum of the Commitment of such
Bank plus the outstanding amount of such Bank's Term
Advances as of such date. If either of such events occur,
such one time fee shall be payable on the earlier of the
occurrence of such Event of Default or July 1, 1997.
3. Representations and Warranties. The Borrower
hereby represents and warrants to the Banks that each of the
representations and warranties set forth in the Credit
Agreement and in Section 7 of the Guaranty and in each
Security Agreement are true and correct as of the date of
this Amendment.
4. Effectiveness of Amendment. This Amendment shall
become effective on the date the Agent has received the
following:
(a) counterparts of this Amendment executed by the
Borrower and the Majority Banks,
(b) a Certificate of Secretary or Assistant Secretary
executed on behalf of the Borrower in a form satisfactory to
the Agent which certifies the title, authority and true
signature of the officer of the Borrower executing this
Amendment on behalf of the Borrower, and
(c) an amendment fee for the account of each Bank
which has executed and delivered this Amendment to the Agent
on or before January 31 in an amount equal to .25% of the
sum of the Commitment of such Bank plus the outstanding
amount of such Bank's Term Advance as of such date.
5. Counterparts. This Amendment may be executed in any
number of counterparts which together shall constitute an
instrument.
6. Governing Law. This Amendment shall be governed by,
and construed and enforced in accordance with, the laws of
the State of Texas.
[REMAINDER OF PAGE INTENTIONALLY BLANK]
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed by their respective officers duly
authorized as of the date first written above.
BORROWER:
ARKANSAS BEST CORPORATION
By:
Donald L. Neal
Senior Vice President and
Chief Financial Officer
ADMINISTRATIVE AGENT:
SOCIETE GENERALE,
SOUTHWEST AGENCY
By:
Louis Parkerson Laville, III
Vice President
MANAGING AGENT:
SOCIETE GENERALE,
SOUTHWEST AGENCY
By:
Louis Parkerson Laville, III
Vice President
DOCUMENTATION AGENT:
NATIONSBANK OF TEXAS, N.A.
By:
Jay T. Wampler
Vice President
BANKS:
SOCIETE GENERALE,
SOUTHWEST AGENCY
By:
Louis Parkerson Laville, III
Vice President
NATIONSBANK OF TEXAS, N.A.
By:
Jay T. Wampler
Vice President
BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION
By:
Name:
Title:
ABN AMRO BANK N.V., HOUSTON AGENCY
By:
Name:
Title:
By:
Name:
Title:
BOATMEN'S NATIONAL BANK OF ST. LOUIS
By:
Name:
Title:
CREDIT LYONNAIS NEW YORK BRANCH
By:
Name:
Title:
THE FIRST NATIONAL BANK OF BOSTON
By:
Name:
Title:
THE FIRST NATIONAL BANK OF CHICAGO
By:
Name:
Title:
DEPOSIT GUARANTY NATIONAL BANK
By:
Name:
Title:
PNC BANK, N.A.
By:
Name:
Title:
ROYAL BANK OF CANADA
By:
Name:
Title:
WELLS FARGO BANK, N.A.
By:
Name:
Title:
THE BANK OF TOKYO TRUST COMPANY
By:
Name:
Title:
THE LONG-TERM CREDIT BANK OF JAPAN,
LIMITED, NEW YORK BRANCH
By:
Name:
Title:
UNITED STATES NATIONAL BANK
OF OREGON
By:
Name:
Title:
BANQUE FRANCAISE DU COMMERCE
EXTERIEUR
By:
Name:
Title:
By:
Name:
Title: