-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NShuEkOqvJfz7JHGi85F/KySsQizM+XvTVhDyqAegtm8Px19Tch2R58sdxXsxJzf FKPdfMB4ridyN5cBvaU8Kg== 0000894405-97-000003.txt : 19970228 0000894405-97-000003.hdr.sgml : 19970228 ACCESSION NUMBER: 0000894405-97-000003 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19970331 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19970227 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: ARKANSAS BEST CORP /DE/ CENTRAL INDEX KEY: 0000894405 STANDARD INDUSTRIAL CLASSIFICATION: TRUCKING (NO LOCAL) [4213] IRS NUMBER: 710673405 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-19969 FILM NUMBER: 97545216 BUSINESS ADDRESS: STREET 1: 3801 OLD GREENWOOD RD CITY: FORT SMITH STATE: AR ZIP: 72903 BUSINESS PHONE: 5017856000 MAIL ADDRESS: STREET 1: P O BOX 48 CITY: FORT SMITH STATE: AR ZIP: 72902 8-K 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549-1004 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 27, 1996 (January 31, 1997) ARKANSAS BEST CORPORATION - ----------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 0-19969 71-0673405 - ------------------------- ------------------------- ---------------------- (State or other (Commission (IRS Employer jurisdiction of File Number) Identification No.) incorporation or organization) 3801 Old Greenwood Road Fort Smith, Arkansas 72903 (501) 785-6000 - ----------------------------------------------------------------------------- (Address, including zip code, and telephone number, including area code, of the registrant's principal executive offices) Item 5. Other Events. On January 31, 1997, Arkansas Best Corporation's (the "Company") existing Credit Agreement with Societe Generale, Southwest Agency as Managing Agent and Administrative Agent, NationsBank of Texas, N.A., as Documentation Agent, and certain other banks was amended. Also, on January 31, 1997, the Company's existing $30,000,000 Credit Agreement with Societe Generale, Southwest Agency as Agent and certain other banks was amended. Item 7. Financial Statements and Exhibits. (a) Financial statements of businesses acquired. None (b) Pro forma finacial information. None (c) Exhibits Exhibit 10.1 First Amendment dated as of January 31, 1997 to the $346,971,321 Amended and Restated Credit Agreement dated as of February 21, 1996 among Arkansas Best Corporation as the Borrower, Societe Generale, Southwest Agency as Managing Agent and Administrative Agent, NationsBank of Texas, N.A. as Documentation Agent and the Banks named herein as the Banks Exhibit 10.2 First Amendment dated as of January 31, 1997 to the $30,000,000 Credit Agreement dated as of February 21, 1996 among Arkansas Best Corporation as the Borrower, Societe Generale, Southwest Agency as Agent, and the Banks named herein as the Banks SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ARKANSAS BEST CORPORATION (Registrant) Date: February 27, 1997 /s/ Donald L. Neal ------------------- ------------------------------------ Donald L. Neal - Senior Vice President - Chief Financial Officer, and Principal Accounting Officer EXHIBIT INDEX Exhibit Number Exhibit - --------- -------- Exhibit First Amendment dated as of January 31, 1997 to the 10.1 $346,971,321 Amended and Restated Credit Agreement dated as of February 21, 1996 among Arkansas Best Corporation as the Borrower, Societe Generale, Southwest Agency as Managing Agent and Administrative Agent, NationsBank of Texas, N.A. as Documentation Agent and the Banks named herein as the Banks Exhibit First Amendment dated as of January 31, 1997 to the 10.2 $30,000,000 Credit Agreement dated as of February 21, 1996 among Arkansas Best Corporation as the Borrower, Societe Generale, Southwest Agency as Agent, and the Banks named herein as the Banks EX-10 2 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: EX-10 3 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. [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 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: -----END PRIVACY-ENHANCED MESSAGE-----