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EXHIBIT 10.11
AMENDMENT
TO
AMENDMENT NO. 1 AND CONSENT AND WAIVER
This Amendment dated March 15, 1999 to Amendment No. 1 dated as of
February 12, 1999 ("First Amendment") amends the Credit Agreement dated as of
June 12, 1998 (the "Credit Agreement") among Arkansas Best Corporation, a
Delaware corporation (the "Borrower"), the Banks party thereto, Societe
Generale, Southwest Agency, 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. 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 requested that the Credit Agreement be amended
pursuant to Amendment No. 1 and such Amendment was approved by Majority Banks on
February 12, 1999; and
WHEREAS, the Borrower requested that the Banks enter into this
Amendment to the First Amendment to modify certain conditions to the
effectiveness of the First Amendment and the Consent and Waiver contained
therein; and
WHEREAS, since the date of the First Amendment the Borrower has elected
to purchase all of the existing and outstanding capital stock of Treadco, Inc.
("Treadco") not owned by the Borrower as opposed to Treadco purchasing a portion
of such capital stock; and
WHEREAS, the Banks have agreed to so amend the First Amendment 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 to First Amendment. The First Amendment is hereby
amended as follows:
(a) Section 1(e) of the First Amendment is deleted in its entirety.
(b) Section 2 of the First Amendment is deleted in its entirety.
(c) Section 5 (c) and (d) of the First Amendment are deleted in their
entirety.
Section 2. Effectiveness of Amendment. This Amendment shall become
effective on the date the Agent has received counterparts of this Amendment
executed by the Borrower and the Majority Banks.
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Section 3. Effect on Loan Documents.
(a) 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.
(b) This Amendment is a Credit Document for the purposes of the
provisions of the other Credit Documents. Without limiting the foregoing, any
breach of representations, warranties, and covenants under this Amendment may be
a Default or Event of Default under other Credit Documents.
Section 4. Fees and Expenses. The Borrower shall reimburse the Agent
for all expenses of the Agent, including charges and disbursements of legal
counsel for the Agent, in connection with the creation, amendment, modification,
waiver, or interpretation of this Amendment, and the preservation or enforcement
of any rights of the Agent or any of the Banks under this Amendment.
Section 5. Counterparts. This Amendment may be executed in any number
of counterparts which together shall constitute an instrument.
Section 6. 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 LOAN
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
BANK:
SOCIETE GENERALE,
SOUTHWEST AGENCY
By:
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Xxxxxxxxxxx Xxxxxx
Director, Head of SG - Dallas
By:
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Xxxxx X. Xxxxxx
Associate
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CO-DOCUMENTATION AGENTS:
BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION
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By:
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Title:
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XXXXX FARGO BANK (TEXAS), N.A.
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By:
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Title:
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BANKS:
SOCIETE GENERALE,
SOUTHWEST AGENCY
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Xxxxxxxxxxx X. Xxxxxx
Director - Head of SG-Dallas
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Xxxxx X. Xxxxxx
Associate
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BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION
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By:
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Title:
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XXXXX FARGO BANK (TEXAS), N.A.
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By:
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Title:
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ABN AMRO BANK N.V.
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By:
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Title:
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By:
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Title:
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CREDIT LYONNAIS NEW YORK BRANCH
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By:
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Title:
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DEPOSIT GUARANTY NATIONAL BANK
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By:
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Title:
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THE FIRST NATIONAL BANK OF CHICAGO
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By:
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Title:
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NATEXIS BANQUE BFCE
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By:
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Title:
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By:
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Title:
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