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EXHIBIT 10.1
BANK OF AMERICA COMMITMENT LETTER
USA TRUCK, INC.
April 11, 2000
Mr. Jerry D. Orler
Vice President, Finance and Chief Financial Officer
USA Truck Inc.
3108 Industrial Park Road
Van Buren, AR 72956
Re: $60,000,000 Senior Credit Facility
Mr. Orler:
Bank of America, N.A. ("Bank of America"), SunTrust Bank., and Mercantile Bank
N.A. and their respective successors and assigns (individually a "Lender" and
collectively the "Lenders") are pleased to advise USA Truck Inc. (the
"Borrower") of their respective commitments, as set forth below, which aggregate
$60,000,000 on a revolving credit basis in the Senior Credit Facility (the
"Senior Credit Facility" or "Facility"). Each Lender, by signing this letter,
commits to lend the amount set forth opposite its name on the signature page
upon and subject to the terms and conditions of this letter and the Summary of
Terms and Conditions attached hereto (the "Summary of Terms"). Unless otherwise
defined herein, capitalized terms shall have the meanings set forth in the
Summary of Terms.
Proceeds of the Senior Credit Facility will be used to refinance existing
corporate indebtedness' and provide for working capital and other various
purposes as outlined in accordance with the Summary of Terms.
Bank of America will act as sole and exclusive Administrative Agent, and as sole
and exclusive Lead Arranger and Book Manager for the Facility. No additional
agents, co-agents or arrangers will be appointed and no other titles will be
awarded without Bank of America's prior written approval.
The commitment of the Lenders hereunder and the agreement of Bank of America to
provide the services described herein are subject to the satisfaction of each of
the following conditions precedent: (a) compliance with each of the terms and
conditions set forth herein and in the Summary of Terms in a manner satisfactory
to Lenders; (b) the completion of all due diligence with respect to the Borrower
and its subsidiaries, if any; (c) the negotiation, execution and delivery of
definitive documentation for the Facility consistent with the Summary of Terms
and otherwise satisfactory to each of the Lenders; (d) since the date hereof,
there shall not have occurred and be continuing a material adverse change in or
material disruption of conditions in the financial, banking or capital markets
which, in the sole discretion of Bank of America, are material in connection
with the syndication of the Facility; (e) there shall not have occurred or
become known any change, occurrence or development that could, in the opinion of
Lenders, have a material adverse effect on the business, assets, liabilities
(actual or contingent), operations, condition (financial or otherwise); and (f)
none of the Lenders shall become aware after the date hereof of any information
or other matter which in its judgment is inconsistent in a material and adverse
manner with any information or other matter disclosed to it prior to the date
hereof (in which case
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Bank of America may (i) suggest alternative financing amounts or structures that
ensure adequate protection for the Lenders and shall be subject to the approval
of all the Lenders in their sole discretion or (ii) terminate this letter and
any commitment or undertaking hereunder).
You hereby represent, warrant and covenant that (a) all information, other than
Projections (defined below), which has been or is hereafter made available to
Bank of America or the Lenders by you or any of your representatives in
connection with the transactions contemplated hereby (the "Information") is and
will be complete and correct in all material respects and does not and will not
contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements contained therein not misleading, and (b) all
financial projections concerning the Borrower that have been or are hereafter
made available to Bank of America or the Lenders by you or any of your
representatives (the "Projections") have been or will be prepared in good faith
based upon assumptions you believe to be reasonable. You agree to furnish Bank
of America with such Information and Projections as it may reasonably request
and to supplement the Information and the Projections from time to time until
the closing date for the Facility so that the representation, warranty and
covenant in the preceding sentence is correct on such closing date. You
understand that in arranging and syndicating the Facility, Bank of America has
been using and relying on the Information and the Projections without
independent verification thereof.
By acceptance of this offer, USA Truck Inc. agrees to pay all reasonable
out-of-pocket fees and expenses (including reasonable attorneys' fees and
expenses and due diligence expenses of Bank of America) incurred before or after
the date hereof by Bank of America in connection with the Facility and the
syndication thereof.
You agree to indemnify and hold harmless Bank of America, each Lender and each
of their affiliates and their directors, officers, employees, advisors and
agents (each, an "Indemnified Party") from and against (and will reimburse each
Indemnified Party as the same are incurred) any and all losses, claims, damages,
liabilities, and expenses (including, without limitation, the reasonable fees
and expenses of counsel and the allocated cost of internal counsel) that may be
incurred by or asserted or awarded against any Indemnified Party, in each case
arising out of or in connection with or by reason of (including, without
limitation, in connection with any investigation, litigation or proceeding or
preparation of a defense in connection therewith) any matters contemplated by
this letter, any related transaction, the Facility or any use made or proposed
to be made with the proceeds thereof unless and only to the extent that, as to
any Indemnified Party, it shall be determined in a final, nonappealable judgment
by a court of competent jurisdiction that such losses, claims, damages,
liabilities or expenses resulted primarily from the gross negligence or willful
misconduct of such Indemnified Party. You agree that no Indemnified Party shall
have any liability for any indirect or consequential damages in connection with
its activities related to the Facility.
The terms of this letter, the Summary of Terms and the fee letter between you
and Bank of America (the "Fee Letter") are confidential and, except for
disclosure on a confidential basis to your accountants, attorneys and other
professional advisors retained by you in connection with the Facility or as may
be required by law, may not be disclosed in whole or in part to any other person
or entity without the prior written consent of Bank of America.
The provisions of the immediately preceding three paragraphs shall remain in
full force and effect regardless of whether any definitive documentation for the
Facility shall be executed and notwithstanding the termination of this letter or
any commitment or undertaking hereunder.
This letter and the Fee Letter shall be governed by laws of the State of
Missouri. This letter, together with the Summary of Terms and the Fee Letter,
are the only agreements that have been entered into among Bank of America, the
Lenders and you with respect to the Facility and set forth the entire
understanding of the parties with respect thereto. This letter may be modified
or amended only by the written agreement
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of all of us. This letter is not assignable by USA Truck Inc. without our prior
written consent and is intended to be solely for the benefit of the parties
hereto and the Indemnified Parties.
This offer will expire at 5:00 p.m. St. Louis time on Friday, April 14, 2000
unless you execute this letter and the Fee Letter and return them to the
Administrative Agent prior to that time (which may be by facsimile
transmission), whereupon this letter and the Fee Letter (each of which may be
signed in one or more counterparts) shall become binding agreements. Thereafter,
this undertaking and commitment will expire on June 1, 2000 unless definitive
documentation for the Facilities is executed and delivered prior to such date.
ORAL AGREEMENTS OF COMMITMENTS TO LOAN MONEY, EXTEND CREDIT OR TO FORBEAR FROM
ENFORCING REPAYMENT OF A DEBT INCLUDING PROMISES TO EXTEND OR RENEW SUCH DEBT
ARE NOT ENFORCEABLE. TO PROTECT YOU (BORROWER) AND US (LENDERS) FROM
MISUNDERSTANDING OR DISAPPOINTMENT, ANY AGREEMENTS WE REACH COVERING SUCH
MATTERS ARE CONTAINED IN THIS WRITING, WHICH IS THE COMPLETE AND EXCLUSIVE
STATEMENT OF THE AGREEMENT BETWEEN US, EXCEPT AS WE MAY LATER AGREE IN WRITING
TO MODIFY IT.
We are pleased to have the opportunity to work with you in connection with this
important financing.
Very truly yours,
BANK OF AMERICA, N.A. Amount Committed: $24,000,000.00
By: /s/ John Suskie
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Title: V. P.
SUNTRUST BANK Amount Committed: $18,000,000.00
By: /s/ Tim Wagner
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Title: F. V. P.
MERCANTILE BANK, N.A. Amount Committed: $18,000,000.00
By: /s/ Eric Hartman
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Title: A.V. P.
Accepted and agreed to as of April 11, 2000: and we agree to accept and close
the Senior Credit Facility in accordance with the above terms.
USA Truck Inc.
By: /s/ Jerry D. Orler
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Title: V. P., CFO, & SEC.