FIRST AMENDMENT AGREEMENT
This First Amendment Agreement dated as of January 31,
1997 ("Amendment") amends the 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"), and Societe Generale,
Southwest Agency, as 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 certain amendments
to the Credit Agreement, including without limitation
amendments to covenants incorporated by reference into the
Credit Agreement pursuant to Article VI thereof;
WHEREAS, the Borrower has requested Societe Generale to
grant an option in favor of the Borrower to extend the
maturity of the Tranche A Commitments to September 30, 1997
and Societe Generale has agreed to do so pursuant to, and
subject to the terms of, that certain letter agreement
dated as of January 31, 1997 between the Borrower and
Societe Generale; 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 Termination of Tranche B Commitments. On the
Amendment Effective Date (as herein defined), the Tranche B
Commitments are irrevocably terminated, and all provisions
of the Credit Agreement relating to such Tranche B
Commitments and to Tranche B Advances are deemed to have no
further effect.
1.2 Table of Contents. The Table of Contents of the
Credit Agreement is amended by deleting the following items
from the list of exhibits and schedules:
Exhibit L-4 - Current Receivables Report
Schedule 1.01(c) - Excess Real Property
1.3 Section 1.01. Section 1.01 of the Credit
Agreement is amended by (a) deleting the following
definitions: "Aggregate Increase in Receivables," "Current
Receivables," "Current Receivables Report," "Excess Real
Property," "Permitted Priority Liens," and "Upfront Fee
Letter," and (b) adding the following new definitions in
alphabetical order:
"Extending Banks" means Societe Generale and each
Bank which has executed a commitment letter addressed to
Societe Generale granting an option in favor of the Borrower
to extend the maturity of their respective Tranche A
Commitments to September 30, 1997.
"Nonextending Banks" means all Banks which are not
Extending Banks.
"Permitted Priority Liens" means (i) Liens on
Property which are in favor of the Revolver/Term Agent for
the benefit of the Revolver/Term Banks and which secure
obligations of the Borrower and the Guarantors under the
Revolver/Term Agreement and related guaranties, (ii)
Existing Liens, and (iii) Liens permitted by paragraphs (c)
and (d) of Section 6.01 solely to the extent such Liens are
afforded priority under applicable law.
"Upfront Fee Letter" means the letter agreement
dated as of January 31, 1997 between the Borrower and the
Agent.
1.4 Section 2.01(a). Section 2.01(a) of the Credit
Agreement is amended in its entirety to read as follows:
(a) Tranche A Advances. Each Bank severally
agrees, on the terms and conditions set forth in this
Agreement, to make Tranche A Advances to the Borrower
from time to time on any Business Day prior to the
Maturity Date in an aggregate amount not to exceed at
any time outstanding an amount equal to such Bank's
Tranche A Commitment at such time; provided, however,
that no Tranche A Advance will be made or will be
permitted to remain outstanding on any day on which
there is availability under the Revolving Commitments.
The aggregate amount of all Tranche A Advances
outstanding at any time may not exceed either (i) the
aggregate Tranche A Commitments at such time, or (ii)
the Borrowing Base at such time less the Revolving
Commitments. Within the limits of each Bank's Tranche
A Commitment and the other limitations set forth above,
the Borrower may from time to time prepay pursuant to
Section 2.07 and reborrow under this Section 2.01(a).
1.5 Section 2.01(b). Section 2.01(b) of the Credit
Agreement is amended in its entirety to read "Intentionally
Deleted".
1.6 Section 2.07(c)(ii). Section 2.07(c)(ii) of the
Credit Agreement is amended in its entirety as follows:
(ii) Borrowing Base Deficiency. On each Borrowing
Base Determination Date, the Borrower shall be required
to prepay the Tranche A Advances in the aggregate
amount necessary so that the remaining Tranche A
Advances do not exceed the Borrowing Base, as
determined on such Borrowing Base Determination Date,
less the Revolving Commitments.
1.7 Section 2.18. Section 2.18 of the Credit
Agreement is amended in its entirety to read "Intentionally
Deleted".
1.8 Exhibit L-1. Exhibit L-1 to the Credit Agreement
is amended in its entirety with "Exhibit L-1 - Form of
Borrowing Base Certificate" attached to this Amendment.
2. Consent to Covenant Amendments. The Majority
Banks hereby expressly consent to the amendments of Sections
6.05, 6.06, 6.12, 6.13, 6.14 and 6.15 of Article VI of the
Revolver/Term Agreement and the related amendment of certain
defined terms used therein, in each case as set forth in the
First Amendment Agreement dated as of the date hereof among
the Borrower and the Revolver/Term Banks (the "Revolver/Term
Amendment"), and agree that such covenants, as amended,
shall be the covenants incorporated by reference into the
Credit Agreement pursuant to Article VI thereof.
3. Agreement to Assign Tranche A Commitments. At the
request of the Agent each Nonextending Bank agrees to enter
into an Assignment and Acceptance Agreement (in
substantially the form of Exhibit H to the Credit Agreement)
on the Maturity Date whereby such Nonextending Bank agrees
to assign its respective Tranche A Commitment to the
Extending Banks. In connection with each such Assignment
and Acceptance Agreement the Extending Banks shall
irrevocably purchase all of the Nonextending Bank's interest
in the Tranche A Advances, if any, and their respective
Tranche A Notes and Tranche A Commitments. In addition
thereto, as of such date, the Borrower agrees to pay to each
of the Banks (i) all accrued and unpaid interest on the
Tranche A Advances, if any, as of March 31, 1997 and (ii)
all accrued and unpaid fees, if any, under the Tranche A
Commitments as of March 31, 1997.
4. Representations and Warranties. The Borrower
hereby represents and warrants to the Banks that each of the
representations and warranties set forth in Article IV of
the Revolver/Term Agreement and in Section 7 of the Guaranty
and in each Security Agreement are true and correct as of
the date of this Amendment.
5. Effectiveness of Amendment. This Amendment shall
become effective on the first date (the "Amendment Effective
Date") that (a) the Revolver/Term Amendment becomes
effective in accordance with its terms, and (b) the Agent
has received counterparts of this Amendment executed by the
Borrower and the Banks, and 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.
6. Counterparts. This Amendment may be executed in
any number of counterparts which together shall constitute
an instrument.
7. Governing Law. This Amendment shall be governed
by, and construed and enforced in accordance with, the laws
of the State of Texas.
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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
Donald L. Neal
Senior Vice President and
Chief Financial Officer
BANKS:
SOCIETE GENERALE, SOUTHWEST AGENCY
Louis Parkerson Laville, III
Vice President
NATIONSBANK OF TEXAS, N.A.
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:
ROYAL BANK OF CANADA
By:
Name:
Title:
WELLS FARGO BANK (TEXAS), N.A.
By:
Mary Jo Hoch
Vice President
UNITED STATES NATIONAL BANK
OF OREGON
By:
Name:
Title:
BANQUE FRANCAISE DU COMMERCE
EXTERIEUR
By:
Name:
Title:
By:
Name:
Title:
DEPOSIT GUARANTY NATIONAL BANK
By:
Name:
Title: