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EXHIBIT 10.12
AMENDMENT NO. 2
This Amendment No. 2 dated as of August 2, 2000 ("Amendment") amends
the Credit Agreement dated as of June 12, 1998 among Arkansas Best Corporation,
a Delaware corporation (the "Borrower"), the Banks party thereto, Xxxxx Fargo
Bank (Texas), N.A., as Administrative Agent (the "Agent"), and Bank of America
National Trust and Savings Association and Xxxxx Fargo Bank (Texas), N.A., as
Co-Documentation Agents, as amended by Amendment No. 1 and Consent and Waiver
dated as of February 12, 1999 and Amendment to Amendment No. 1 and Consent and
Waiver dated as of March 15, 1999 (as amended, the "Credit Agreement").
Capitalized terms defined in the Credit Agreement and not otherwise defined or
redefined herein are used herein with the meanings so defined.
WHEREAS, Xxxxx Fargo Bank (Texas), N.A. has been appointed the
successor Administrative Agent under the Credit Agreement;
WHEREAS, the Agent has requested that the Credit Agreement be amended
to delete references to SG and replace them with references Xxxxx Fargo Bank
(Texas), N.A.; and
WHEREAS, the Borrower and 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:
Section 1. Amendment of Credit Agreement. The Credit Agreement is
hereby amended as follows:
(a) Section 1.1.
(i) Section 1.1 is amended by adding the following new definition
in appropriate alphabetical order:
"Xxxxx" means Xxxxx Fargo Bank (Texas), N.A..
(ii) Section 1.1 is amended by amending the following
definitions in their entirety:
"Existing Credit Agreement" means the Amended and Restated
Credit Agreement dated as of February 21, 1996, as amended, among
the Borrower, the banks party thereto, Societe Generale, Southwest
Agency, as Managing Agent and Administrative Agent, and NationsBank
of Texas, N.A., as Documentation Agent.
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"Prime Rate" means a fluctuating interest rate per annum as
shall be in effect from time to time equal to the rate of interest
publicly announced by Xxxxx Fargo Bank (Texas), N.A. as its prime
commercial lending rate (which may not be the lowest rate offered
to its customers), whether or not the Borrower has notice thereof.
(b) Section 9.2. The address for the Agent is hereby amended in its
entirety as follows:
0000 Xxxx Xxxxxx, 0xx Xxxxx, Xxxxxx, Xxxxx 00000, Attention: Connor
Duffey, Vice President (telecopy: (000) 000-0000; telephone: (214)
740-1537)
(c) Credit Agreement and each other Credit Document. Each reference to
"SG" in the Credit Agreement shall be amended to refer to "Xxxxx". Each
reference to "Societe Generale, Southwest Agency" in any other Credit Document
shall be amended to refer to "Xxxxx Fargo Bank (Texas), N.A."
Section 2. Effectiveness of Amendment. This Amendment shall become
effective when the Agent shall have received counterparts of this Amendment
executed by the Borrower and the Majority Banks.
Section 3. Effect on Loan Documents. Except as amended herein, the
Credit Agreement and the Credit Documents remain in full force and effect as
originally executed. Nothing herein shall act as a waiver of any of the Agent's
or any of the Bank's rights under the Credit Documents, as amended, including
the waiver of any Default or Event of Default, however denominated. This
Amendment is a Credit Document for the purposes of the provisions of the other
Credit Documents.
Section 4. Counterparts. This Amendment may be executed in any number
of counterparts which together shall constitute an instrument.
Section 5. Governing Law. This Amendment shall be governed by, and
construed and enforced in accordance with, the laws of the State of Texas.
PURSUANT TO SECTION 26.02 OF THE TEXAS BUSINESS AND COMMERCE CODE, A
CREDIT AGREEMENT IN WHICH THE AMOUNT INVOLVED IN THE CREDIT AGREEMENT EXCEEDS
$50,000 IN VALUE IS NOT ENFORCEABLE UNLESS THE CREDIT AGREEMENT IS IN WRITING
AND SIGNED BY THE PARTY TO BE BOUND OR THAT PARTY'S AUTHORIZED REPRESENTATIVE.
THE RIGHTS AND OBLIGATIONS OF THE PARTIES TO AN AGREEMENT SUBJECT TO
THE PRECEDING PARAGRAPH SHALL BE DETERMINED SOLELY FROM THE WRITTEN CREDIT
AGREEMENT, AND ANY PRIOR ORAL AGREEMENTS BETWEEN THE PARTIES ARE SUPERSEDED BY
AND MERGED INTO THE CREDIT AGREEMENT. THIS WRITTEN AMENDMENT AND THE
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CREDIT DOCUMENTS, AS DEFINED IN THIS AMENDMENT, REPRESENT THE FINAL AGREEMENT
AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.
THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
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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
By:
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Xxxxx X. Xxxxxxxx
Vice President - Chief Financial Officer
ADMINISTRATIVE AGENT:
XXXXX FARGO BANK (TEXAS), N.A.
By:
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Name:
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Title:
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CO-DOCUMENTATION AGENTS:
BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION
By:
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Name:
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Title:
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XXXXX FARGO BANK (TEXAS), N.A.
By:
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Name:
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Title:
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BANKS:
XXXXX FARGO BANK (TEXAS), N.A.
By:
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Name:
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Title:
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BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION
By:
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Name:
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Title:
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SOCIETE GENERALE
By:
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Name:
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Title:
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By:
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Name:
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Title:
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AMSOUTH BANK
By:
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Name:
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Title:
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BANK ONE, NA
By:
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Name:
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Title:
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ABN AMRO BANK N.V.
By:
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Name:
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Title:
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By:
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Name:
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Title:
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CREDIT LYONNAIS NEW YORK BRANCH
By:
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Name:
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Title:
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SUNTRUST BANK
By:
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Name:
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Title:
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