0001104659-11-047943.txt : 20110819 0001104659-11-047943.hdr.sgml : 20110819 20110819145153 ACCESSION NUMBER: 0001104659-11-047943 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20110819 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20110819 DATE AS OF CHANGE: 20110819 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: 111047127 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 a11-23232_18k.htm CURRENT REPORT OF MATERIAL EVENTS OR CORPORATE CHANGES

 

 

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): August 19, 2011 (August 19, 2011)

 

ARKANSAS BEST CORPORATION

(Exact name of registrant as specified in its charter)

 

Delaware

 

0-19969

 

71-0673405

(State or other jurisdiction of

 

(Commission

 

(IRS Employer

incorporation or organization

 

File Number)

 

Identification No.)

 

3801 Old Greenwood Road

Fort Smith, Arkansas 72903

(479) 785-6000

(Address, including zip code, and telephone number, including area code, of
the registrant’s principal executive offices)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions.

 

o    Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


 

ITEM 1.01 — ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

 

On August 19, 2011, ABF Freight System, Inc. (ABF), the largest subsidiary of Arkansas Best Corporation (Nasdaq: ABFS) amended its Receivables Loan Agreement among ABF Freight Funding LLC, as Borrower, ABF Freight System, Inc., as Servicer, SunTrust Bank, as Lender and SunTrust Robinson Humphrey, Inc., as agent and administrator for the Lender. A copy of the amendment, which widens certain ratios that are used to measure the qualifying receivables and the occurrence of an amortization event as defined, is attached as an exhibit to this Report on Form 8-K.

 

The Receivables Loan Agreement, which matures on February 18, 2013, provides for a $75.0 million accounts receivable securitization facility subject to the level of qualifying accounts receivables. Any future borrowings under the facility would be secured by a lien on and security interest in the related accounts receivable, as well as the associated collection bank accounts. Advances would bear interest based upon LIBOR, plus a margin as specified in the amended and restated fee letter. ABF Freight Funding LLC also pays annual fees to the agent, for the account of the Lender, based on the unused portion of the accounts receivable facility. The Receivables Loan Agreement contains representations and warranties, affirmative and negative covenants and events of default that are customary for financings of this type. As of the date hereof, the Company has been in compliance with the original terms of the facility and the terms as amended, and there have been no borrowings under this facility.

 

ITEM 9.01 — FINANCIAL STATEMENTS AND EXHIBITS.

 

10.1        Second Amendment to Receivables Loan Agreement, dated as of August 19, 2011.

 


 

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:

August 19, 2011

 

/s/ Michael Newcity

 

 

 

Michael E. Newcity

 

 

 

Vice President — Chief Financial Officer and Principal Financial Officer

 

2

 EX-10.1 2 a11-23232_1ex10d1.htm EX-10.1

EXHIBIT 10.1

 

SECOND AMENDMENT TO RECEIVABLES LOAN AGREEMENT

 

THIS SECOND AMENDMENT TO RECEIVABLES LOAN AGREEMENT, dated as of August 19, 2011 (the “Amendment”), is made pursuant to that certain Receivables Loan Agreement dated as of December 30, 2009 (as amended, modified or supplemented from time to time, the “Agreement”), among ABF FREIGHT FUNDING LLC, a Delaware limited liability company, as Borrower (the “Borrower”), ABF FREIGHT SYSTEM, INC., a Delaware corporation, as Servicer (the “Servicer”), SUNTRUST ROBINSON HUMPHREY, INC., a Tennessee corporation, as agent and administrator for the Lender (the “Agent”) and SUNTRUST BANK, a Georgia banking corporation, as Lender (the “Lender”).

 

W I T N E S S E T H :

 

WHEREAS, the Borrower, the Servicer, the Agent and the Lender have previously entered into and are currently party to the Agreement;

 

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:

 

Section 1.             Defined Terms.  Unless otherwise amended by the terms of this Amendment, terms used in this Amendment shall have the meanings assigned in the Agreement.

 

Section 2.             Amendments.  Sections 9.1(h)(i) and 9.1(h)(ii) of the Agreement shall be amended and restated and as so amended and restated shall read as follows:

 

(i)         the three-month rolling average Delinquency Ratio shall be greater than or equal to 3.00%;

 

(ii)          the three-month rolling average Default Ratio shall be greater than or equal to 1.50%;

 

Section 3. Effectiveness of Amendment.  This Amendment shall become effective on the date the following conditions have been satisfied:

 

3.1.            The Agent has received counterparts hereof executed by the Borrower, the Servicer, the Agent and the Lender.

 

3.2.            The Agent shall have received a fully earned non-refundable amendment fee of $40,000.

 

Section 4.             Agreement in Full Force and Effect.  Except as expressly set forth herein, all terms and conditions of the Agreement, as amended, shall remain in full force and effect.

 

1


 

Section 5.             Execution in Counterparts.  This Amendment may be executed by the parties hereto in several counterparts, each of which shall be executed by the parties hereto and be deemed an original and all of which shall constitute together but one and the same agreement.  Delivery of an executed counterpart of a signature page of this Amendment by telecopy or other electronic means shall be effective as delivery of a manually executed counterpart of this Amendment.

 

Section 6.             Governing Law.  THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO CONFLICT OF LAW PRINCIPLES, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

 

[SIGNATURE PAGES TO FOLLOW]

 

2


 

IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to Receivables Loan Agreement to be executed and delivered by their duly authorized officers as of the date hereof.

 

 

ABF FREIGHT FUNDING LLC, as Borrower

 

 

 

 

 

By:

 

 

Title

 

 

 

 

 

ABF FREIGHT SYSTEM, INC, as Servicer

 

 

 

 

 

By:

 

 

Title

 

 

 

 

 

 

 

 

SUNTRUST ROBINSON HUMPHREY, INC., as Agent

 

 

 

 

 

By:

 

 

Title

 

 

 

 

 

SUNTRUST BANK, as Lender

 

 

 

 

 

By:

 

 

Title