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Exhibit 4.7
SEVENTH AMENDMENT TO FOURTH AMENDED AND RESTATED
REVOLVING CREDIT AGREEMENT
THIS SEVENTH AMENDMENT TO FOURTH AMENDED AND RESTATED REVOLVING CREDIT
AGREEMENT (this "Agreement") is made and entered into as of the 30th day of
October, 1998, by and between USA TRUCK, INC., a Delaware corporation (the
"Borrower"), and FIRST AMERICAN NATIONAL BANK, operating as DEPOSIT GUARANTY
NATIONAL BANK, a national banking association (the "Lender").
WHEREAS, pursuant to that certain Fourth Amended and Restated Revolving
Credit Agreement, dated December 30, 1992, as amended July 21, 1993, December
12, 1993, December 22, 1994, and December 28, 1995, December 30, 1996, and
December 30, 1997(as further amended, modified and supplemented from time to
time, the "Credit Agreement"), between Borrower and Lender, Borrower and Lender
entered into certain agreements regarding certain indebtedness and obligations
of Borrower to Lender;
WHEREAS, Borrower has requested, and Lender has agreed to make, certain
amendments to the Credit Agreement in accordance with the terms hereof, and
WHEREAS, Borrower and Lender desire to amend the Credit Agreement in
accordance with the terms hereof;
NOW, THEREFORE, in consideration of the premises, the mutual covenants
herein contained, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Borrower and Lender hereby agree
as follows:
1. Defined Terms. All capitalized terms used and not otherwise defined
(including, without limitation, in the language amendatory to the Credit
Agreement contained herein) shall have the respective meanings given such terms
in the Credit Agreement.
2. Amendments to Section 1 of the Credit Agreement.
A. The second paragraph of subsection 1(i) of the Credit
Agreement is hereby amended, in its entirety, to read as
follows:
"The Revolving Note shall (a) be dated the date of the
Seventh Amendment to this Credit Agreement, (b) be payable
to the order of Lender, (c) be in the stated principal
amount equal to the Revolving Loan Commitment, (d) be
payable on the Revolving Loan Commitment Termination Date,
(e) bear interest with respect to the principal amount from
time to time outstanding at the rate per annum specified in
subsection 1(iii) hereof, and (f) be substantially in the
form of Exhibit "A" hereto, with blanks completed in
conformity herewith."
B. The Credit Agreement is hereby amended by deleting in its
entirety subsection 1(iii) of the Credit Agreement and by
substituting in place and instead thereof the following:
"(iii) Interest. Borrower shall pay interest on the
aggregate unpaid balance of all Loans (whether evidenced by
the Revolving Note or the Term Note) at the applicable rates
of interest provided herein, the selection of the applicable
rate or rates of interest to be at Borrower's sole option,
subject to the terms and conditions of this Agreement. The
interest rate applicable to each Loan shall be the
applicable interest rate in effect on the date such Loan is
made (or, from and after the Conversion Date, on the date
the applicable interest rate is selected or applied thereto)
and there shall be no adjustment or modification of such
interest rate during the Interest Period for such Loan. All
interest charged hereunder upon the Eurodollar Loans shall
be due and payable on the last Business Day of each Interest
Period to which such rate applies, and at maturity of the
Revolving Note or Term Note, however such maturity shall
occur. All interest charged
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hereunder upon the Domestic Loans shall be payable in
arrears and due on the first Business Day of each month, and
at maturity such maturity shall occur. All interest charged
hereunder upon Fixed Rate Loans shall be payable in arrears
and due on the first Business Day of each month, on the
Fixed Rate Loan Maturity Date and at maturity of the
Revolving Note or Term Note, however such maturity shall
occur. The unpaid principal amount of each Loan (whether
evidenced by the Revolving Note or Term Note) shall bear
interest, calculated on the basis of a 360-day year and the
actual number of days outstanding to but not annum which is
equal to the applicable Domestic Rate, Eurodollar Rate or
Fixed Rate in effect hereunder from time to time. If any
Loan shall not be paid when due, the unpaid principal amount
thereof shall bear interest at a rate per annum equal to the
interest rate determined in accordance with the provisions
of this subsection 1(iii) plus an additional two percent
(2%) (the "Default Rate"). Borrower and Lender acknowledge
that the Applicable Eurodollar Margin as of the date hereof
is .60%."
C. Subsection 1(ix) of the Credit Agreement is hereby amended,
in its entirety, to read as follows:
(ix) Revolving Loan Commitment Termination Date. As
used in the Agreement, the term "Revolving Loan Commitment
Termination Date" shall mean the earlier of April 30, 2001
or such date as the Revolving Loan Commitment is terminated
pursuant to subsection 1(v) hereof."
D. Subsection 1(xii) of the Credit Agreement is hereby amended
by deleting in its entirety the third sentence thereof and
by substituting in place and instead thereof the following:
"Borrower agrees to pay the Lender a non-refundable letter
of credit fee for the period of time that each Letter of
Credit shall be n effect at the rate per annum, calculated
on the basis of a 360-day year and the actual number of days
elapsed, and on the maximum stated amount thereof
outstanding (as the same may be reduced from time to time),
which is equal to (a) if the Funded Debt to Cash Flow Ratio
as of the last day of the immediately preceding fiscal
quarter is greater than or equal to 1.50 to 1, 1.00%; and
(b) if the Funded Debt to Cash Flow Ratio as of the last day
of the immediately preceding fiscal quarter is less than or
equal to 1.50 to 1, .50%. Borrower and Lender acknowledge
that the applicable letter of credit fee hereunder as of the
date hereof is .50%."
3. Amendments to Section 3 of the Credit Agreement.
A. The Credit Agreement is hereby amended to add the following
subsection 3E:
"3E. Year 2000 Compliance. Have (i) begun analyzing the
operations of Borrower that could be adversely affected by
failure to become Year 2000 compliant (that is, that computer
applications, imbedded microchips and other systems will be able
to perform accurately date-sensitive functions prior to and after
December 31, 1999); and (ii) developed a plan for becoming Year
2000 compliant in a timely manner, the implementation of which is
schedule in all material respects. The Borrower reasonably
believes that it will become Year 2000 compliant for its
operations on a timely basis except to the extent that a failure
to do so could not reasonably be expected to have a material
adverse effect upon the financial condition of Borrower. The
Borrower reasonably believes any suppliers and vendors that are
material to the operations of the Borrower will be Year 2000
compliant for their own computer applications except to the
extent that a failure to do so could not reasonably be expected
to have a material adverse effect upon the financial condition or
operations of the Borrower. The Borrower will promptly notify the
Lender in the event the Borrower determines that any computer
application which is material to the operations of the Borrower
or any of its material vendors or suppliers will not be fully
Year 2000 compliant on a timely basis, except to the extent that
such failure could not reasonably be expected to have a material
adverse effect upon the financial condition of the Borrower."
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4. Amendments to Section of the Credit Agreement.
A. The defined term "Eurodollar Rate" is hereby amended, in its
entirety, to read as follows:
"`Eurodollar Rate' shall mean an interest rate equal to
the sum of (i) the Applicable Eurodollar Margin, plus (ii) a
rate per annum determined pursuant to the following:
London Interbank Rate
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100% Minus Eurodollar Reserve Percentage"
B. The defined term "Revolving Loan Commitment" is hereby
amended, in its entirety, to read as follows:
"`Revolving Loan Commitment' means $20,000,000 at all
times during the term of this Agreement."
C. The defined term "Revolving Loan Commitment Termination
Date" is hereby amended, by substituting the date "April 30,
2001" in the place and stead of the date "April 30, 2000".
D. The defined term "Eurodollar Rate" is hereby amended, in its
entirety, to read as follows:
"'Applicable Eurodollar Margin' means (a) if the Funded
Debt to Cash Flow Ratio as of the last day of the
immediately preceding fiscal quarter is greater than 2.10 to
1, 1.20%; (b) if the Funded Debt to Cash Flow Ratio as of
the last day of the immediately preceding fiscal quarter is
less than or equal to 2.10 to 1, but greater than 1.50 to 1,
1.00%; (c) if the Funded Debt to Cash Flow Ratio as of the
last day of the immediately preceding fiscal quarter is less
than or equal to 1.50 to 1, but greater than .90 to 1, .80%;
and (d) if the Funded Debt to Cash Flow Ratio as of the last
day of the immediately preceding fiscal quarter is less than
or equal to .90 to 1, .60%."
E. The defined term "Funded Debt" is hereby added to read as
follows:
"'Funded Debt' shall mean, as of any date, the sum of
the following (without duplication): (a) Debt of the
Borrower and its Subsidiaries as of such date, other than
accrued expenses, trade accounts payable, deferred income
taxes, deferred compensation, unearned revenue and
obligations under any non-competition agreements, (b) Debt
which would be classified as "funded indebtedness" or
"long-term indebtedness" on a consolidated balance sheet of
the Borrower and its Subsidiary prepared as of such date in
accordance with GAAP, (c) all Debt, whether secured or
unsecured, of the Borrower and its Subsidiaries, having a
fixed maturity (or which is renewable or extendable at the
option of the obligor for a specific period) of more than
one year after the date of creation thereof, notwithstanding
the fact that payments in respect thereof (whether
installment, serial maturity or sinking fund payments, or
otherwise) are required to be made by the obligor less than
one year after the date of the creation thereof and
notwithstanding the fact that any amount thereof is at the
time included also in current liabilities of such obligor,
(d) all Debt of the Borrower and its Subsidiaries
outstanding under revolving credit or similar agreements
providing for borrowings (and renewals and extension
thereof) over a period of more than one year,
notwithstanding the fact that any such Debt is created
within one year of the expiration of such agreement, (e) the
present value (discounted at the implicit rate, if known, or
ten percent (10%) per annum otherwise) of all obligations in
respect of capitalized leases of the Borrower and its
Subsidiaries, and (f) the aggregate undrawn amount of all
outstanding Letters of Credit."
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F. The defined term "Cash Flow" is hereby added to read as
follows:
"'Cash Flow' shall mean the net profit which would be
included on the consolidated income statement of the
Borrower and its Subsidiaries, plus income taxes,
depreciation, amortization charges, minority interests, and
interest expense, and minus equity and earnings (losses) of
unconsolidated affiliates, all determined in accordance with
GAAP."
G. The defined term "Funded Debt to Cash Flow Ratio" is hereby
added to read as follows:
"'Funded Debt to Cash Ratio' means the ratio which (a)
Funded Debt bear to (b) Cash Flow. For purposes of this
Credit Agreement, Cash Flow shall be measured quarterly as
the cumulative sum of the most recent four (4) fiscal
quarters' Cash Flow."
5. Representations and Warranties. In order to induce Lender to enter
into this Seventh Amendment, the Borrower represents and warrants to Lender as
follows:
A. All the representations and warranties contained in Section
6 of the Credit Agreement, expect to the extent they
specifically relate to an earlier date, are true and correct
on and as of the date of this Agreement and on the date of
execution of this Agreement, as fully as if made on each of
such dates; and immediately on and after the execution of
this Agreement, the Borrower shall be in compliance with all
the terms and provisions set forth in the Credit Agreement,
as amended by this Agreement, on its part to be observed or
performed and no Event of Default specified in Section 5 of
the Credit Agreement, as amended hereby, or any event that
upon notice or lapse of time or both would constitute such
an Event of Default, has occurred and is continuing.
B. The execution, delivery and performance of this Agreement,
The Revolving Note and the Security Agreement Sixth
Amendment (i) have been duly authorized by all requisite
corporate action, and (ii) will not violate any provision of
law, any order of any court or other agency of government,
the articles of incorporation or bylaws of the Borrower, or
any indenture, agreement or other instrument to which the
Borrower is a party or by which the borrower or any of its
properties or assets are bound, or be in conflict with, or
result in a breech of or constitute (with due notice or
lapse of time or both) a default under, any such indenture,
agreement or other instrument, or result in the creation or
imposition of any lien, charge or encumbrance of any nature
whatsoever upon any of the properties or assets of the
Borrower. Borrower shall deliver to Lender concurrently with
the execution of this Agreement a Corporate Certificate
substantially in the form of Exhibit "G" attached hereto.
C. Except as is expressly modified and amended hereby, the
Credit Agreement shall remain in full force and effect in
accordance with its terms.
IN WITNESS WHEREOF, the Borrower and Lender have caused this Agreement
to be duly executed and delivered by their authorized representatives, as of the
day and year first above written, but in each case actually on the date
appearing beneath the signature of each party hereto.
USA TRUCK, INC.
By: /s/ XXXXX X. XXXXX
Title: CFO & Sec.
Execution Date: 11/3/98
FIRST AMERICAN NATIONAL BANK,
operating as
DEPOSIT GUARANTY NATIONAL BANK
By: /s/ XXXXXX X. XXXXXXX
Title: Vice President
Execution Date: 11/5/98
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