<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended MARCH 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number 34-0-17570
AMERICAN FREIGHTWAYS CORPORATION
(Exact name of registrant as specified in its charter)
ARKANSAS 74-2391754
State or other jurisdiction of incorporation or organization)(I.R.S.
Employer Identification No.)
2200 FORWARD DRIVE, HARRISON, ARKANSAS 72601
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (870) 741-9000
NOT APPLICABLE
Former name, former address and former fiscal year, if changed
since last report)
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act during the preceding 12 months (or for such
shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for
the past 90 days.
[X] Yes [ ] No
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
Number of shares of common stock outstanding at March 31,
1997: 31,266,609.
<PAGE>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
AMERICAN FREIGHTWAYS CORPORATION AND SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEETS
(000's omitted)
<TABLE>
<CAPTION>
MARCH 31, December 31,
1997 1996
--------- ---------
(UNAUDITED) (Note)
<S> <C> <C>
ASSETS
Current assets
Cash and cash equivalents $ 10,144 $ 4,394
Trade receivables, less allowance
for doubtful accounts
(1997-$1,519; 1996-$1,378) 72,094 66,673
Operating supplies and inventories 2,454 2,493
Prepaid expenses 5,792 4,648
Deferred income taxes 12,713 10,649
Income taxes receivable 1,595 3,097
--------- ---------
Total current assets 104,792 91,954
Property and equipment 644,889 634,791
Accumulated depreciation
and amortization (191,624) (179,193)
--------- ---------
453,265 455,598
Other assets 2,381 2,323
--------- ---------
$560,438 $549,875
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Trade accounts payable $ 12,949 $ 9,425
Accrued expenses 48,990 45,278
Current portion of long-term debt 11,465 11,463
--------- ---------
Total current liabilities 73,404 66,166
Long-term debt, less current
portion (Note B) 226,738 226,776
Deferred income taxes 52,317 50,635
Shareholders' equity
Common stock, par value $.01
per share--authorized 250,000
shares; issued and outstanding
31,267 in 1997 and 31,242 in 1996 313 312
Additional paid-in capital 101,741 101,519
Retained earnings 105,925 104,467
--------- ---------
207,979 206,298
--------- ---------
$560,438 $549,875
========= =========
</TABLE>
Note: The condensed consolidated balance sheet at
December 31, 1996, has been derived from the audited
consolidated financial statements at that date.
See notes to condensed consolidated financial statements.
<PAGE>
AMERICAN FREIGHTWAYS CORPORATION AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
(000's omitted, except per share data)
<TABLE>
<CAPTION>
Three Months Ended
March 31
1997 1996
-------------------
<S> <C> <C>
OPERATING REVENUE $193,051 $166,160
OPERATING EXPENSES AND COSTS
Salaries, wages and benefits 118,305 101,574
Operating supplies and expenses 18,512 12,189
Operating taxes and licenses 8,601 7,340
Insurance 6,682 6,594
Communications and utilities 3,495 3,086
Depreciation and amortization 12,846 11,023
Rents and purchased transportation 9,890 12,114
Other 8,318 7,878
------------------
186,649 161,798
------------------
OPERATING INCOME 6,402 4,362
OTHER INCOME (EXPENSE)
Interest expense (4,086) (3,491)
Interest income 55 16
Gain on disposal of assets 16 16
Other, net 11 77
------------------
(4,004) (3,382)
INCOME BEFORE INCOME TAXES 2,398 980
------------------
FEDERAL AND STATE INCOME TAXES
Current 1,293 11
Deferred (credit) (353) 367
------------------
940 378
------------------
NET INCOME $ 1,458 $ 602
------------------
NET INCOME PER SHARE (NOTE D) $ 0.05 $ 0.02
------------------
AVERAGE SHARES OUTSTANDING 31,490 31,165
------------------
</TABLE>
See notes to condensed consolidated financial statements.
<PAGE>
AMERICAN FREIGHTWAYS CORPORATION AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended
March 31
1997 1996
---------------------
(000's omitted)
<S> <C> <C>
NET CASH PROVIDED BY OPERATING ACTIVITIES $ 16,091 $ 10,266
INVESTING ACTIVITIES
Proceeds from sales of equipment 47 19
Capital expenditures (10,514) (27,293)
--------- ---------
Net cash used by investing activities (10,467) (27,274)
FINANCING ACTIVITIES
Principal payments on long-term debt (35) (1,741)
Proceeds from notes payable
and long-term borrowings - 21,500
Proceeds from issuance of common stock 161 161
--------- ---------
Net cash provided by financing activities 126 19,920
--------- ---------
NET INCREASE IN CASH AND CASH EQUIVALENTS $ 5,750 $ 2,912
========= =========
</TABLE>
See notes to condensed consolidated financial statements.
<PAGE>
AMERICAN FREIGHTWAYS CORPORATION AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
March 31, 1997
NOTE A - BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial
statements have been prepared in accordance with generally accepted
accounting principles for interim financial information and with
the instructions to Form 10-Q and Article 10 of Regulation S-X.
Accordingly, they do not include all the information and footnotes
required by generally accepted accounting principles for complete
financial statements. In the opinion of Management, all
adjustments (consisting of normal recurring accruals) considered
necessary for a fair presentation have been included. Operating
results of the three month period ended March 31, 1997, are not
necessarily indicative of the results that may be expected for the
year ending December 31, 1997. For further information, refer to
the Company's consolidated financial statements and footnotes
thereto included in Form 10-K for the year ended December 31, 1996.
NOTE B - LONG-TERM DEBT
As of March 31, 1997, the Company has outstanding borrowings of
$118,000,000 under its existing $175,000,000 unsecured revolving
line of credit. The proceeds of these borrowings were used for the
purchase of revenue equipment and for the purchase and construction
of terminal facilities. At March 31, 1997, the amount available
for borrowing under the line of credit was $57,000,000. In
addition to this credit facility, the Company has obtained letters
of credit totaling $5,076,000 to provide collateral on its self-
insurance plan.
As of March 31, 1997, the Company has outstanding borrowings of
$87,250,000 under an uncommitted Master Shelf Agreement which
provides for the issuance of up to $90,000,000 of senior promissory
notes with an average life not to exceed eight years.
NOTE C - COMMITMENTS
Commitments for the purchase of revenue equipment and the purchase
or construction of terminals aggregated approximately $24,110,000
at March 31, 1997.
NOTE D - EARNINGS PER SHARE
<TABLE>
<CAPTION>
Quarter Ended March 31,
1997 1996
-----------------------
(000's omitted except
per share amounts)
<S> <C> <C>
Weighted average shares outstanding 31,258 30,948
Net effect of dilutive stock options
based on treasury stock method 232 217
-------- --------
Total weighted average shares outstanding 31,490 31,165
======== ========
Net income $ 1,458 $ 602
======== ========
Earnings per common share
and common share equivalents $ 0.05 $ 0.02
======== ========
</TABLE>
Earnings per common share and common share equivalents are computed
by dividing net income by the weighted average number of shares of
common stock and common stock equivalents outstanding during the
period.
In February 1997, the Financial Accounting Standards Board issued
Statement No. 128, Earnings Per Share, which is required to be
adopted on December 31, 1997. At that time, the Company will be
required to change the method currently used to compute earnings
per share and to restate all prior periods. Under the new
requirements for computing primary earnings per share, the dilutive
effect of stock options will be excluded. The impact of Statement
128 on the calculation of primary earnings per share and fully
diluted earnings per share for these quarters is not expected to be
material.
<PAGE>
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
The following table sets forth, for the periods indicated, the
percentages of operating expenses and other items to operating
revenue:
<TABLE>
<CAPTION>
Three Months Ended
March 31
1997 1996
---------------
<S> <C> <C>
Operating revenue 100.0% 100.0%
Operating expenses and costs
Salaries, wages and benefits 61.3% 61.1%
Operating supplies and expenses 9.6% 7.3%
Operating taxes and licenses 4.5% 4.4%
Insurance 3.5% 4.0%
Communications and utilities 1.8% 1.9%
Depreciation and amortization 6.6% 6.6%
Rents and purchased transportation 5.1% 7.3%
Other 4.3% 4.8%
-------------------
Total operating expenses and costs 96.7% 97.4%
-------------------
Operating income 3.3% 2.6%
Interest expense (2.1)% (2.1)%
Other income, net 0.1% 0.1%
-------------------
Income before income taxes 1.3% 0.6%
Income taxes 0.5% 0.2%
-------------------
Net income 0.8% 0.4%
===================
</TABLE>
RESULTS OF OPERATIONS
Revenue
Operating revenue for the three months ended March 31, 1997 was
$193,051,000, up 16.2%, compared to $166,160,000 for the three
months ended March 31, 1996. The growth in operating revenue was
primarily the result of increased revenue per hundred weight and
increased tonnage from new and existing customers.
Revenue per hundred weight for the first three months of 1997 was
up 9.0% from levels experienced in the first three months of 1996.
Factors contributing to the increase in revenue per hundred weight
were:
- - A general rate increase of approximately 5.9% effective
January 1, 1997. General rate increases initially affect
approximately 45% of the Company's customers. The remaining
customers' rates are determined by contracts and guarantees and are
negotiated throughout the year.
- - The Company initiated a fuel surcharge beginning September 6,
1996 to help recover the increased costs of fuel. This surcharge
is tied to the Department of Energy's National Diesel Fuel Index
and was 1.0% for LTL shipments as of March 31, 1997.
- - The percentage of the Company's total revenue that was derived
from truckload shipments (greater than 10,000 pounds) declined to
5.9% during the first quarter of 1997 as compared to 7.0% during
the first quarter of 1996.
<PAGE>
Tonnage handled by the Company in the first three months of 1997
increased by 6.2% over the same period of 1996. This increase in
tonnage was mainly a result of the following:
- - The Company continued to increase its market penetration into
existing service territories, particularly those geographic areas
added during 1995 and 1996. During 1995, the Company expanded its
all-points coverage to the states of Colorado, Florida, Iowa,
Nebraska, North Carolina, South Carolina and Wisconsin. 1996
expansions included the states of Delaware, Maryland, Minnesota,
Virginia and West Virginia.
- - The continued increase in intrastate tonnage following the
deregulation of intrastate commerce effective January 1, 1995.
Management expects that growth in operating revenue is sustainable
in the near term. However, the Company's planned expansions of
service territory during 1997 are less aggressive than those
initiated in recent years. The primary focus for growth in
operating revenue in the near term will be further penetration of
existing markets. As a result, any near-term percentage growth in
operating revenue will likely be less than that experienced in
recent years. The foregoing statement concerning the
sustainability of revenue growth is subject to a number of factors,
including LTL industry capacity, increased tonnage and general
economic conditions.
Operating Expenses
Operating expenses as a percentage of operating revenue improved to
96.7% in the three months ended March 31, 1997 from 97.4% in the
three months ended March 31, 1996. This overall improvement was
primarily attributable to:
- - Rents and purchased transportation as a percentage of
operating revenue decreased to 5.1% in the three months ended March
31, 1997 from 7.3% in the three months ended March 31, 1996. This
improvement was primarily a result of the utilization of Company-
operated customer centers, rather than contractor-operated customer
centers, in expansions of service territory. In addition, five
contractor-operated customer centers were converted to Company-
operated customer centers during 1996.
- - Insurance as a percentage of operating revenue improved to
3.5% during the first quarter of 1997 from 4.0% during the first
quarter of 1996. This improvement was largely due to improved
experience involving vehicle accidents.
- - Other expenses as a percentage of operating revenue improved
to 4.3% in the first three months of 1997 from 4.8% in the first
three months of 1996. This improvement was mostly due to decreased
hotel costs for line-haul drivers. The Company reconfigured its
line-haul network, with an emphasis on improving service in
regional and intrastate markets, during the last half of 1996. One
of the benefits of this reconfiguration was that line-haul drivers
were able to spend less time in hotels.
These improvements in operating expenses as a percentage of
operating revenue were partially offset by increases in the
following areas:
- - Salaries, wages and benefits as a percentage of operating
revenue increased to 61.3% in the three months ended March 31, 1997
from 61.1% in the three months ended March 31, 1996. Two factors
contributed primarily to this increase. First, the Company
continued its philosophy of sharing its success with its associates
through increased wages and enhanced benefit packages. On March 2,
1997, the Company increased the wages of its drivers, dockmen and
clerical workers by approximately 3.4%. Second, the utilization of
Company-operated customer centers, rather than contractor-operated
customer centers, in expansions of service territory contributed to
this increase. In addition, five customer centers were converted
from contractor-operated facilities to Company-operated facilities
during 1996.
- - Operating supplies and expenses as a percentage of operating
revenue increased to 9.6% in the three months ended March 31, 1997
from 7.3% in the three months ended March 31, 1996. This increase
primarily reflects the impact of higher fuel prices. Management
believes the fuel surcharge implemented September 16, 1996, has
offset most of the impact of higher fuel from that time forward.
Management cannot accurately predict fuel prices. However, given
foreseeable market conditions, management does believe that
increased fuel expenses due to higher fuel prices can be largely
offset by the continuation of a fuel surcharge.
Other
Interest expense as a percentage of operating revenue remained
constant at 2.1% in the three months ended March 31, 1997, the same
as in the three months ended March 31, 1996.
The effective tax rate of the Company was 39.2% for the first three
months of 1997, up from 38.6% for the same time period of 1996.
This increase was mostly due to increased state taxes.
Net income for the three months ended March 31, 1997, was
$1,458,000, up 142.2%, from $602,000 for the three months ended
March 31, 1996.
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
The focus on further penetration of existing markets coupled with
improved asset utilization reduced the capital requirements of the
Company during the first quarter of 1997.
Capital requirements during the three months ended March 31, 1997
consisted primarily of $10,467,000 in investing activities. The
Company invested $10,514,000 in capital expenditures during the
three months ended March 31, 1997 comprised of $47,000 in
additional revenue equipment, $7,048,000 in new customer center
facilities or the expansion of existing facilities and $3,419,000
in other equipment. Management expects capital expenditures for
the full year of 1997 will be approximately $75,000,000. However,
the amount of capital expenditures required in 1997 will be
dependent on the growth rate of the Company and the timing and size
of any future expansions of service territory. At March 31, 1997,
the Company had commitments for land, customer centers, revenue and
other equipment of approximately $24,110,000. These commitments
were mostly for the completion of projects in process at March 31,
1997.
The Company provided for its capital resource requirements in the
three months ended March 31, 1997 predominantly with cash from
operations. Cash from operations totaled $16,091,000 in the three
months ended March 31, 1997 compared to $10,266,000 provided by
operations in the three months ended March 31, 1996. Net financing
activities provided an additional $126,000 of cash flow in the
three months ended March 31, 1997. Though not utilized during the
first quarter of 1997, two primary sources of credit financing
were available to the Company: the revolving line of credit and
the Master Shelf facility.
- - The Company experiences periodic cash flow fluctuations common
to the industry. Cash outflows are heaviest during the first part
of any given year while cash inflows are normally weighted towards
the last two quarters of the year. To smooth these fluctuations
and to provide flexibility to fund future growth, the Company
utilizes a variable-rate, unsecured revolving line of credit of
$175,000,000 provided by NationsBank of Texas, N.A. (agent), Texas
Commerce Bank, N.A., Wachovia Bank of Georgia, N.A., ABN-AMRO Bank
N.V., The First National Bank of Chicago and Credit Lyonnais. Due
to controlled capital expenditures and improved cash from
operations, the Company did not utilize this facility during the
three months ended March 31, 1997. At March 31, 1997, $118,000,000
was outstanding on the revolving line of credit, leaving
$57,000,000 available for borrowing. (see Recent Events) The
Company also had $10,000,000 available under its short-term,
unsecured revolving $10,000,000 line of credit with NationsBank of
Texas, N.A. In addition, the Company maintains a $10,000,000 line
of credit with NationsBank of Texas, N.A. to obtain letters of
credit required for its self-insurance program. At March 31, 1997,
the Company had obtained letters of credit totaling $5,076,000 for
this purpose.
- - To assist in financing longer-lived assets, the Company has an
uncommitted Master Shelf Agreement with the Prudential Insurance
Company of America which provides for the issuance of up to
$90,000,000 in medium to long-term unsecured notes at an interest
rate calculated at issuance. At March 31, 1997, the Company had
$87,250,000 outstanding under this facility. (See Recent Events)
Management expects that the Company's existing working capital and
its available lines of credit are sufficient to meet the Company's
commitments as of March 31, 1997, and to fund current operating and
capital needs. However, if additional financing is required,
management believes it will be available.
The Company uses off-balance sheet financing in the form of
operating leases primarily in the following areas; customer center
facilities, revenue equipment and computer equipment. At March 31,
1997, future rental commitments on operating leases were
$46,287,000. The Company prefers to utilize operating leases for
these areas and plans to use them in the future when such financing
is available and suitable.
ENVIRONMENTAL
At March 31, 1997, the Company had no outstanding inquiries with
any state or federal environmental agency.
RECENT EVENTS
On April 18, 1997, the Master Shelf Agreement with the Prudential
Insurance Company of America was expanded to allow for the issuance
of up to $140,000,000 in medium to long-term unsecured notes. On
this same date, the Company utilized this agreement to issue a
$50,000,000 note at 8.11% with a 15-year maturity. The proceeds of
this note were used to repay borrowings from the revolving line of
credit, reducing the outstanding balance on the facility to
$68,000,000.
<PAGE>
INDEX
AMERICAN FREIGHTWAYS CORPORATION AND SUBSIDIARY
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (unaudited)
Condensed consolidated balance sheets--March 31, 1997 and
December 31, 1996
Condensed consolidated statements of income--Three months
ended March 31, 1997 and 1996
Condensed consolidated statements of cash flows--Three months
ended March 31, 1997 and 1996
Notes to condensed consolidated financial statements--March
31, 1997
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations.
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders.
a) The Annual Meeting of Shareholders was held March 27, 1997.
c) Listed below is the proposal voted on and number of votes cast
at the 1997 Annual Shareholders' Meeting:
1. TO ELECT THREE (3) DIRECTORS TO THE CLASS WHOSE TERM WILL
EXPIRE IN 2000:
<TABLE>
<CAPTION>
FOR ABSTAIN BROKER NON-VOTES
<S> <C> <C> <C>
Tom Garrison 24,928,644 95,975 3,550
T. J. Jones 24,925,656 98,963 3,550
Frank Conner 24,923,189 101,430 3,550
</TABLE>
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
(10) Letter Amendment No. 4 to Master Shelf
Agreement with The Prudential Insurance Company of
America dated April 18, 1997
Letter Amendment No. 5 to Note Agreement
with The Prudential Insurance Company of America
dated April 18, 1997
$50,000,000 Note dated April 18, 1997,
issued under the $140,000,000 Master Shelf Agreement
with The Prudential Insurance Company of America
dated September 3, 1993
Fourth Amendment to Amended and Restated
Credit Agreement among NationsBank of Texas, N.A.,
as Agent, the Registrant and its Subsidiary dated
March 31,1997
(27) Financial Data Schedule
(b) Reports on Form 8-K
The Company did not file any reports on Form 8-K during
the three month period ended March 31, 1997.
<PAGE>
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 thereunto duly authorized.
AMERICAN FREIGHTWAYS CORPORATION
(Registrant)
Date: May 2, 1997 /s/Frank Conner
Frank Conner
Executive Vice President-Accounting &
Finance and Chief Financial Officer
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
MARCH 31, 1997 QUARTERLY CONSOLIDATED FINANCIAL STATEMENTS AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
<CASH> 10,144
<SECURITIES> 0
<RECEIVABLES> 73,613
<ALLOWANCES> 1,519
<INVENTORY> 2,454
<CURRENT-ASSETS> 104,792
<PP&E> 644,889
<DEPRECIATION> 191,624
<TOTAL-ASSETS> 560,438
<CURRENT-LIABILITIES> 73,404
<BONDS> 266,738
0
0
<COMMON> 313
<OTHER-SE> 207,666
<TOTAL-LIABILITY-AND-EQUITY> 560,438
<SALES> 0
<TOTAL-REVENUES> 193,051
<CGS> 0
<TOTAL-COSTS> 186,649
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0<F1>
<INTEREST-EXPENSE> 4,086
<INCOME-PRETAX> 2,398
<INCOME-TAX> 940
<INCOME-CONTINUING> 1,458
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,458
<EPS-PRIMARY> .05
<EPS-DILUTED> .05
<FN>
<F1>PROVISION FOR DOUBTFUL ACCOUNTS INCLUDED IN COSTS AND EXPENSES APPLICABLE
TO REVENUES.
</FN>
</TABLE>
AMERICAN FREIGHTWAYS CORPORATION
2300 FORWARD DRIVE
HARRISON, ARKANSAS 72601
AMERICAN FREIGHTWAYS, INC.
2200 FORWARD DRIVE
HARRISON, ARKANSAS 72601
LETTER AMENDMENT NO. 4 TO MASTER SHELF AGREEMENT
April 18, 1997
The Prudential Insurance Company
of America
c/o Prudential Capital Group
2200 Ross Avenue, Suite 4200E
Dallas, Texas 75201
Ladies and Gentlemen:
We refer to the Master Shelf Agreement dated as of September
3, 1993, as amended on October 19, 1994, December 14, 1994 and on
March 29, 1996 (the "AGREEMENT"), among American Freightways
Corporation and American Freightways, Inc. (collectively, the
"COMPANIES") and The Prudential Insurance Company of America
("PRUDENTIAL"), pursuant to which the Companies have issued and
Prudential, Prudential Affiliates or other Persons have purchased
Senior Notes of the Companies in the aggregate principal amount of
$90,000,000. Unless otherwise defined herein, the terms defined in
the Agreement shall be used herein as therein defined.
The Companies desire to extend the term of the Facility
(subject to earlier termination in accordance with the Agreement )
and to increase the amount of Notes available to be issued under
the Agreement to an aggregate principal amount of $140,000,000
(creating an Available Facility Amount of $50,000,000 as of the
date hereof).
Therefore, Prudential and the Companies, in consideration of
the mutual promises and agreements set forth herein and in the
Agreement, agree as follows:
(a) PARAGRAPH 1. Paragraph 1 of the Agreement is amended in
full to read as follows:
1. AUTHORIZATION OF ISSUE OF NOTES. The Companies
will authorize the issue of their senior promissory notes
(the "NOTES") in the aggregate principal amount of up to
$140,000,000, to be dated the date of issue thereof, to
mature, in the case of each Note so issued, no more than 15
years from the date of issue thereof, to have an average
life of no more than 12 years, to bear interest on the
unpaid balance thereof from the date thereof at the rate per
annum, and to have such other particular terms, as shall be
set forth, in the case of each Note so issued, in the
Confirmation of Acceptance with respect to such Note
delivered pursuant to paragraph 2F, and to be substantially
in the form of Exhibit A attached hereto. The term "NOTES"
as used herein shall include each Note delivered pursuant to
any provision of this Agreement and each Note delivered in
substitution or exchange for any such Note pursuant to any
such provision. Notes which have (i) the same final
maturity, (ii) the same installment payment dates, (iii) the
same installment payment amounts (as a percentage of the
original principal amount of each Note), (iv) the same
interest rate, and (v) the same interest payment periods,
are herein called a "SERIES" of Notes.
(b) PARAGRAPH 2B. Paragraph 2B of the Agreement is amended
in full to read as follows:
2B. ISSUANCE PERIOD. Notes may be issued and sold
pursuant to this Agreement until April 30, 1997. The period
during which Notes may be issued and sold pursuant to this
Agreement is herein called the "ISSUANCE PERIOD".
(c) PARAGRAPH 2I(4). Paragraph 2I(4) Renewal Fee is
deleted in its entirety.
(d) PARAGRAPH 6A(3). Paragraph 6A(3) of the Agreement is
amended in full to read as follows:
6A(3). FIXED CHARGE RATIO. The Companies will not
permit the ratio of Income Available for Fixed Charges
(based on the four fiscal quarters prior to the date of
determination) to Fixed Charges (based on the four fiscal
quarters prior to the date of determination) to be less than
(i) for the four fiscal quarters ended March 31, 1996, 1.80
to 1.00, (ii) for the four fiscal quarters ended June 30,
1996 and September 30, 1996, 1.65 to 1.00, (iii) for the
four fiscal quarters ended December 31, 1996, March 31,
1997, June 30, 1997, September 30, 1997 and December 31,
1997, 1.80 to 1.00 and (iv) at any time thereafter, 2.00 to
1.00.
(e) INFORMATION SCHEDULE. The Information Schedule attached
to the Agreement is replaced in its entirety by the Information
Schedule attached to this letter amendment.
(f) ADDRESS CHANGE. All references in the Agreement to the
Dallas, Texas office address of Prudential Capital Group are
amended to show the current Dallas office address of Prudential
Capital Group as: 2200 Ross Ave., Suite 4200E, Dallas, Texas
75201.
(g) CONDITIONS PRECEDENT. The effectiveness of this letter
amendment is contingent on the Companies providing to Prudential
certified copies of (i) a resolution of their respective Boards
of Directors approving the amendments to the Agreement herein
contained and (ii) all documents evidencing other necessary
corporate action and governmental approvals, if any, with respect
to the amendments to the Agreement herein contained.
On and after the effective date of this letter amendment,
each reference in the Agreement to "this Agreement", "hereunder",
"hereof", or words of like import referring to the Agreement, and
each reference in the Notes to "the Agreement", "thereunder",
"thereof", or words of like import referring to the Agreement,
shall mean the Agreement as amended by this letter amendment.
The Agreement, as amended by this letter amendment, is and shall
continue to be in full force and effect and is hereby in all
respects ratified and confirmed. The execution, delivery and
effectiveness of this letter amendment shall not, except as
expressly provided herein, operate as a waiver of any right,
power or remedy under the Agreement nor constitute a waiver of
any provision of the Agreement.
This letter amendment may be executed in any number of
counterparts and by any combination of the parties hereto in
separate counterparts, each of which counterparts shall be an
original and all of which taken together shall constitute one and
the same letter amendment.
If you agree to the terms and provisions hereof, please
evidence your agreement by executing and returning at least two
counterparts of this letter amendment to American Freightways
Corporation, 2200 Forward Drive, Harrison, Arkansas 72601,
Attention: Stephen Bruffett and American Freightways, Inc. 2200
Forward Drive, Harrison, Arkansas 72601, Attention: Stephen
Bruffett. This letter amendment shall become effective as of the
date first above written when and if counterparts of this letter
amendment shall have been executed by us and you and you shall
have entered into an amendment to effect substantially the same
change set forth in (d) above with respect to the Amended and
Restated Credit Agreement dated October 20, 1994, between the
Companies and NationsBank of Texas, N.A., as agent.
Very truly yours,
AMERICAN FREIGHTWAYS CORPORATION
By: /s/Frank Conner
Title: Executive Vice
President
AMERICAN FREIGHTWAYS, INC.
By: /s/Frank Conner
Title: Executive Vice
President
Agreed as of the date
first above written:
THE PRUDENTIAL INSURANCE COMPANY
OF AMERICA
By: /s/Randall M. Kob
Senior Vice President
INFORMATION SCHEDULE
THE PRUDENTIAL INSURANCE Operations Group
COMPANY OF AMERICA (Attention: Manager)
(1) All payments on account of (3) Address for copies of
Notes held by such purchaser notices under (2) above and all
shall be made by wire transfer other communications and
of immediately available funds notices:
for credit to:
The Prudential Insurance
Account No. 890-0304-391 (in Company of America
the case of payments on account c/o Prudential Capital Group
of the Note originally issued 2200 Ross Avenue, Suite 4200E
in the principal amount of Dallas, Texas 75201
$47,775,000 on April 18, 1997, Attention: Managing Director
(4) Recipient of telephonic
Account No. 890-0304-944 (in prepayment notices:
the case of payments on account
of the Note originally issued Manager, Investment Structure
in the principal amount of and Pricing
$3,225,000 on April 18, 1997) (201) 802-7398
(201) 624-6432 (facsimile)
The Bank of New York
New York, New York (5) Tax Identification No.: 22-
(ABA No.: 021-000-018) 1211670
Each such wire transfer shall (6) Authorized Officers:
set forth the name of the
Company, a reference to "8.11% R.A. Walker, Randall M. Kob,
Senior Notes due April 18, Steven D. Arnold, Robert G.
2012", Security No. !INV5610! Gwin and Jay D. Squiers
(in the case of payments on
account of the Note originally
issued in the principal amount
of $47,775,000) and "8.11%
Senior Notes due April 18,
2012", Security No. !INV5611!
(in the case of payments on
account of the Note originally
issued in the principal amount
of $2,225,000) and a reference
to the due date and application
(as among principal, interest
and Yield-Maintenance Amount)
of the payment being made.
All payments on account of
Notes issued prior to April 18,
1997 shall be made pursuant to
previously distributed written
instructions.
(2) Address for all notices
relating to payments and
written confirmations of such
wire transfers:
The Prudential Insurance
Company of America
c/o Prudential Capital Group
100 Mulberry Street
Newark, NJ 07102-4069
Attention: Investment
AMERICAN FREIGHTWAYS CORPORATION
AMERICAN FREIGHTWAYS, INC.
2200 Forward Drive
Harrison, Arkansas 72601
LETTER AMENDMENT NO. 5
April 18, 1997
The Prudential Insurance Company
of America
c/o Prudential Capital Group
2200 Ross Avenue, Suite 4200E
Dallas, Texas 75201
Ladies and Gentlemen:
We refer to the Note Agreement dated as of November 3,
1991, as amended (the "AGREEMENT"), among American Freightways
Corporation (formerly known as Arkansas Freightways Corporation)
and American Freightways, Inc. (formerly known as Arkansas
Freightways, Inc.) (collectively, the "COMPANIES") and you. Unless
otherwise defined herein, the terms defined in the Agreement shall
be used herein as therein defined.
It is hereby agreed by you and us as follows:
The Agreement is, effective the date first above written,
hereby amended as follows:
(a) PARAGRAPH 6A(3). Paragraph 6A(3) is amended in full
to read as follows:
6A(3). FIXED CHARGE RATIO. The Companies will
not permit the ratio of Income Available for Fixed
Charges (based on the four fiscal quarters prior to the
date of determination) to Fixed Charges (based on the
four fiscal quarters prior to the date of determination)
to be less than (i) for the four fiscal quarters ended
March 31, 1996, 1.80 to 1.00, (ii) for the four fiscal
quarters ended June 30, 1996 and September 30, 1996, 1.65
to 1.00, (iii) for the four fiscal quarters ended
December 31, 1996, March 31, 1997, June 30, 1997,
September 30, 1997 and December 31, 1997, 1.80 to 1.00
and (iv) at any time thereafter, 2.00 to 1.00.
(b) INFORMATION SCHEDULE. The Information Schedule
attached to the Agreement is replaced in its entirety by the
Information Schedule attached to this letter amendment.
(c) ADDRESS CHANGE. All references in the Agreement to
the Dallas, Texas office address of Prudential Capital Group
are amended to show the current Dallas office address of
Prudential Capital Group as: 2200 Ross Ave., Suite 4200E,
Dallas, Texas 75201.
On and after the effective date of this letter
amendment, each reference in the Agreement to "this Agreement",
"hereunder", "hereof", or words of like import referring to the
Agreement, and each reference in the Notes to "the Agreement",
"thereunder", "thereof", or words of like import referring to the
Agreement, shall mean the Agreement as amended by this letter
amendment. The Agreement, as amended by this letter amendment,
is and shall continue to be in full force and effect and is
hereby in all respects ratified and confirmed. The execution,
delivery and effectiveness of this letter amendment shall not,
except as expressly provided herein, operate as a waiver of any
right, power or remedy under the Agreement nor constitute a
waiver of any provision of the Agreement.
This letter amendment may be executed in any number of
counterparts and by any combination of the parties hereto in
separate counterparts, each of which counterparts shall be an
original and all of which taken together shall constitute one and
the same letter amendment.
If you agree to the terms and provisions hereof, please
evidence your agreement by executing and returning at least a
counterpart of this letter amendment to American Freightways
Corporation, American Freightways, Inc., 2200 Forward Drive,
Harrison, Arkansas 72601, Attention: Stephen Bruffett. This
letter amendment shall become effective as of the date first
above written when and if counterparts of this letter amendment
shall have been executed by us and you and you shall have entered
into an amendment to effect substantially the same change set
forth in (a) above with respect to the Amended and Restated
Credit Agreement dated October 20, 1994, between the Companies
and NationsBank of Texas, N.A., as agent.
Very truly yours,
AMERICAN FREIGHTWAYS
CORPORATION
By /s/Frank Conner
Title: Executive Vice
President
AMERICAN FREIGHTWAYS INC.
By /s/Frank Conner
Title: Executive Vice
President
Agreed as of the date
first above written:
THE PRUDENTIAL INSURANCE COMPANY
OF AMERICA
By Randall M. Kob
Senior Vice President
American Freightways Corporation
American Freightways, Inc.
SENIOR NOTE
No. R-97S-001
ORIGINAL PRINCIPAL AMOUNT: $47,775,000
ORIGINAL ISSUE DATE: APRIL 18, 1997
INTEREST RATE: 8.11%
INTEREST PAYMENT DATES: JANUARY 18, APRIL 18, JULY 18,
OCTOBER18
FINAL MATURITY DATE: APRIL 18, 2012
PRINCIPAL INSTALLMENT DATES AND AMOUNTS: SEE SCHEDULE A
ATTACHED HERETO.
FOR VALUE RECEIVED, the undersigned, American
Freightways Corporation, a corporation organized and existing
under the laws of the State of Arkansas ("AFC"), and American
Freightways, Inc., a corporation organized and existing under
the laws of the State of Arkansas ("AFI", AFC and AFI are
collectively referred to herein as the "COMPANIES"), hereby
promise to pay to The Prudential Insurance Company of
America, or registered assigns, the principal sum of FORTY
SEVEN MILLION SEVEN HUNDRED SEVENTY FIVE THOUSAND DOLLARS
($47,775,000), payable in installments on the Principal
Installment Dates and in the amounts specified above, and on
the Final Maturity Date specified above in an amount equal to
the unpaid balance of the principal hereof, with interest
(computed on the basis of a 360-day year-30-day month) (a) on
the unpaid balance thereof at the Interest Rate per annum
specified above, payable on each Interest Payment Date
specified above and on the Final Maturity Date specified
above, commencing with the Interest Payment Date next
succeeding the date hereof, until the principal hereof shall
have become due and payable, and (b) on any overdue payment
(including any overdue prepayment) of principal, any overdue
payment of interest, and any overdue payment of any Yield-
Maintenance Amount (as defined in the Agreement referred to
below), payable on each Interest Payment Date as aforesaid
(or, at the option of the registered holder hereof, on
demand), at a rate per annum from time to time equal to the
greater of (i) 8.11% or (ii) 2% over the rate of interest
publicly announced by The Bank of New York from time to time
in New York City as its Prime Rate.
Payments of principal of, and interest on, and
any Yield-Maintenance Amount payable with respect to, this
Note are to be made at the main office of The Bank of New
York in New York City or at such other place as the holder
hereof shall designate to the Companies in writing, in
lawful money of the United States of America.
This Note is one of a series of Senior Notes
(herein called the "NOTES") issued pursuant to a Master
Shelf Agreement, dated as of September 3, 1993, as amended
(herein called the "AGREEMENT"), between the Companies and
The Prudential Insurance Company of America and is entitled
to the benefits thereof. As provided in the Agreement,
this Note is subject to prepayment, in whole or from time
to time in part on the terms specified in the Agreement.
This Note is a registered Note and, as provided
in the Agreement, upon surrender of this Note for registra
tion of transfer, duly endorsed, or accompanied by a
written instrument of transfer duly executed, by the
registered holder hereof or such holder's attorney duly
authorized in writing, a new Note for a like principal
amount will be issued to, and registered in the name of,
the transferee. Prior to due presentment for registration
of transfer, the Companies may treat the person in whose
name this Note is registered as the owner hereof for the
purpose of receiving payment and for all other purposes,
and the Companies shall not be affected by any notice to
the contrary.
In case an Event of Default, as defined in the
Agreement, shall occur and be continuing, the principal of
this Note may be declared or otherwise become due and
payable in the manner and with the effect provided in the
Agreement.
THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS.
American Freightways
Corporation
By: /s/Frank Conner
Executive Vice
President
American Freightways, Inc.
By: /s/Frank Conner
Executive Vice
President
SCHEDULE A
PRINCIPAL INSTALLMENT AMOUNT
DATE
April 18, 2006 $6,825,000
April 18, 2007 $6,825,000
April 18, 2008 $6,825,000
April 18, 2009 $6,825,000
April 18, 2010 $6,825,000
April 18, 2011 $6,825,000
April 18, 2012 $6,825,000
American Freightways Corporation
American Freightways, Inc.
SENIOR NOTE
No. R-97S-002
ORIGINAL PRINCIPAL AMOUNT: $2,225,000
ORIGINAL ISSUE DATE: APRIL 18, 1997
INTEREST RATE: 8.11%
INTEREST PAYMENT DATES: JANUARY 18, APRIL 18, JULY 18,
OCTOBER18
FINAL MATURITY DATE: APRIL 18, 2012
PRINCIPAL INSTALLMENT DATES AND AMOUNTS: SEE SCHEDULE A
ATTACHED HERETO.
FOR VALUE RECEIVED, the undersigned, American
Freightways Corporation, a corporation organized and
existing under the laws of the State of Arkansas ("AFC"),
and American Freightways, Inc., a corporation organized and
existing under the laws of the State of Arkansas ("AFI",
AFC and AFI are collectively referred to herein as the
"COMPANIES"), hereby promise to pay to The Prudential
Insurance Company of America, or registered assigns, the
principal sum of TWO MILLION TWO HUNDRED TWENTY FIVE
THOUSAND DOLLARS ($2,225,000), payable in installments on
the Principal Installment Dates and in the amounts
specified above, and on the Final Maturity Date specified
above in an amount equal to the unpaid balance of the
principal hereof, with interest (computed on the basis of a
360-day year-30-day month) (a) on the unpaid balance
thereof at the Interest Rate per annum specified above,
payable on each Interest Payment Date specified above and
on the Final Maturity Date specified above, commencing with
the Interest Payment Date next succeeding the date hereof,
until the principal hereof shall have become due and pay
able, and (b) on any overdue payment (including any overdue
prepayment) of principal, any overdue payment of interest,
and any overdue payment of any Yield-Maintenance Amount (as
defined in the Agreement referred to below), payable on
each Interest Payment Date as aforesaid (or, at the option
of the registered holder hereof, on demand), at a rate per
annum from time to time equal to the greater of (i) 8.11%
or (ii) 2% over the rate of interest publicly announced by
The Bank of New York from time to time in New York City as
its Prime Rate.
Payments of principal of, and interest on, and
any Yield-Maintenance Amount payable with respect to, this
Note are to be made at the main office of The Bank of New
York in New York City or at such other place as the holder
hereof shall designate to the Companies in writing, in
lawful money of the United States of America.
This Note is one of a series of Senior Notes
(herein called the "NOTES") issued pursuant to a Master
Shelf Agreement, dated as of September 3, 1993, as amended
(herein called the "AGREEMENT"), between the Companies and
The Prudential Insurance Company of America and is entitled
to the benefits thereof. As provided in the Agreement,
this Note is subject to prepayment, in whole or from time
to time in part on the terms specified in the Agreement.
This Note is a registered Note and, as provided
in the Agreement, upon surrender of this Note for registra
tion of transfer, duly endorsed, or accompanied by a
written instrument of transfer duly executed, by the
registered holder hereof or such holder's attorney duly
authorized in writing, a new Note for a like principal
amount will be issued to, and registered in the name of,
the transferee. Prior to due presentment for registration
of transfer, the Companies may treat the person in whose
name this Note is registered as the owner hereof for the
purpose of receiving payment and for all other purposes,
and the Companies shall not be affected by any notice to
the contrary.
In case an Event of Default, as defined in the
Agreement, shall occur and be continuing, the principal of
this Note may be declared or otherwise become due and
payable in the manner and with the effect provided in the
Agreement.
THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS.
American Freightways
Corporation
By: /s/Frank Conner
Executive Vice
President
American Freightways, Inc.
By: /s/Frank Conner
Executive Vice
President
SCHEDULE A
PRINCIPAL INSTALLMENT AMOUNT
DATE
April 18, 2006 $317,857.14
April 18, 2007 $317,857.14
April 18, 2008 $317,857.14
April 18, 2009 $317,857.14
April 18, 2010 $317,857.14
April 18, 2011 $317,857.14
April 18, 2012 $317,857.14
FOURTH AMENDMENT TO
AMENDED AND RESTATED CREDIT AGREEMENT
THIS FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
(this "Fourth Amendment"), dated as of March 31, 1997, is entered
into among AMERICAN FREIGHTWAYS CORPORATION, an Arkansas
corporation ("AFC"), AMERICAN FREIGHTWAYS, INC., an Arkansas
corporation ("AFI"; AFC and AFI are referred to collectively as the
"Companies" and individually as a "Company"), the banks listed on
the signature pages hereof (the "Lenders"), NATIONSBANK OF TEXAS,
N.A., in its capacity as agent (in said capacity, the "Agent").
BACKGROUND
A. Companies, Lenders and Agent are parties to that
certain Amended and Restated Credit Agreement, dated as of
October 20, 1994, as amended by that certain First Amendment to
Amended and Restated Credit Agreement, dated as of May 31, 1995,
that certain Second Amendment to Amended and Restated Credit
Agreement, dated as of March 26, 1996, and that certain Third
Amendment to Amended and Restated Credit Agreement, dated as of
May 31, 1996 (said Credit Agreement, as amended, the "Credit
Agreement"; the terms defined in the Credit Agreement and not
otherwise defined herein shall be used herein as defined in the
Credit Agreement).
B. Companies, Lenders and Agent desire to amend the Credit
Agreement to (i) extend the Maturity Date and (ii) revise
Section 5.03 thereof.
NOW, THEREFORE, in consideration of the covenants,
conditions and agreements hereafter set forth, and for other good
and valuable consideration, the receipt and adequacy of which are
all hereby acknowledged, Companies, Lenders and Agent covenant
and agree as follows:
1. AMENDMENTS.
(a) The definition of "Maturity Date" set forth in
Article I of the Credit Agreement is hereby amended to read as
follows:
"'Maturity Date' means April 1, 2002, or such
earlier date the Obligation becomes due and payable
(whether by acceleration, prepayment in full or
otherwise) or such later date as extended pursuant to
Section 2.12."
(b) Section 5.03 of the Credit Agreement is hereby deleted
in its entirety and the following is inserted in lieu thereof:
"Section 5.03. Fixed Charge Ratio. The
Companies will not permit the ratio of Income Available
for Fixed Charges (based on the four fiscal quarters
immediately prior to the date of determination) to
Fixed Charges (based on the four fiscal quarters
immediately prior to the date of determination) to be
less than (a) 1.80 to 1 at the end of each fiscal
quarter during fiscal year 1997 and (b) 2.00 to 1 at
the end of each fiscal quarter thereafter."
2. REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF
DEFAULT. By its execution and delivery hereof, each Company
represents and warrants that, as of the date hereof and after
giving effect to the amendments contemplated by the foregoing
Section 1:
(a) the representations and warranties contained in the
Credit Agreement are true and correct on and as of the date
hereof as made on and as of such date;
(b) no event has occurred and is continuing which
constitutes a Default or an Event of Default;
(c) each Company has full power and authority to execute
and deliver this Fourth Amendment, and this Fourth Amendment and
the Credit Agreement, as amended hereby, constitute the legal,
valid and binding obligations of such Company, enforceable in
accordance with their respective terms, except as enforceability
may be limited by applicable bankruptcy, insolvency,
reorganization or other similar laws affecting the enforcement of
creditors' rights generally and by general principles of equity
(regardless of whether enforcement is sought in a proceeding in
equity or at law) and except as rights to indemnity may be
limited by federal or state securities laws; and
(d) no authorization, approval, consent, or other action
by, notice to, or filing with, any governmental authority or
other Person (including, but not limited to, with respect to the
Prudential Debt), other than the Board of Directors of the
Companies is required for the execution, delivery or performance
by each Company of this Fourth Amendment.
3. CONDITIONS OF EFFECTIVENESS. This Fourth Amendment
shall be effective as of March 31, 1997, subject to the
following:
(a) Agent shall have received counterparts of this Fourth
Amendment executed by each Lender;
(b) Agent shall have received counterparts of this Fourth
Amendment executed by each Company;
(c) Agent shall have received certified copies of
resolutions of each Company authorizing execution, delivery and
performance of this Fourth Amendment; and
(d) Agent shall have received, in form and substance
satisfactory to Agent and its counsel, such other documents,
certificates and instruments as Agent shall require.
4. REFERENCE TO THE CREDIT AGREEMENT.
(a) Upon the effectiveness of this Fourth Amendment, each
reference in the Credit Agreement to "this Agreement",
"hereunder", or words of like import shall mean and be a
reference to the Credit Agreement, as affected and amended
hereby.
(b) The Credit Agreement, as amended by the amendments
referred to above, shall remain in full force and effect and is
hereby ratified and confirmed.
5. COSTS, EXPENSES AND TAXES. The Companies, jointly and
severally, agree to pay on demand all costs and expenses of Agent
in connection with the preparation, reproduction, execution and
delivery of this Fourth Amendment and the other instruments and
documents to be delivered hereunder (including the reasonable
fees and out-of-pocket expenses of counsel for Agent with respect
thereto and with respect to advising Agent as to its rights and
responsibilities under the Credit Agreement, as hereby amended).
6. EXECUTION IN COUNTERPARTS. This Fourth Amendment may
be executed in any number of counterparts and by different
parties hereto in separate counterparts, each of which when so
executed and delivered shall be deemed to be an original and all
of which when taken together shall constitute but one and the
same instrument.
7. GOVERNING LAW: BINDING EFFECT. This Fourth Amendment
shall be governed by and construed in accordance with the laws of
the State of Texas and shall be binding upon each Company and
each Lender and their respective successors and assigns.
8. HEADINGS. Section headings in this Fourth Amendment
are included herein for convenience of reference only and shall
not constitute a part of this Fourth Amendment for any other
purpose.
9. JOINT AND SEVERAL OBLIGATIONS. The Companies
acknowledge and agree that their obligations and duties under the
Credit Agreement and the other Loan Papers are joint and several
in all instances.
10. ENTIRE AGREEMENT. THE CREDIT AGREEMENT, AS AMENDED BY
THIS FOURTH AMENDMENT, AND THE OTHER LOAN PAPERS REPRESENT THE
FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED
BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL
AGREEMENTS BETWEEN THE PARTIES.
REMAINDER OF PAGE LEFT INTENTIONALLY BLANK
IN WITNESS WHEREOF, the parties hereto have executed this
Fourth Amendment as the date first above written.
AMERICAN FREIGHTWAYS CORPORATION
By: /s/Frank Conner
Name: Frank Conner
Title: Executive Vice
President
AMERICAN FREIGHTWAYS, INC.
By: /s/Frank Conner
Name: Frank Conner
Title: Executive Vice
President
NATIONSBANK OF TEXAS, N.A.
as Agent and as a Lender
By: /s/Bianca Hemmen
Name: Bianca Hemmen
Title: Senior Vice President
TEXAS COMMERCE BANK NATIONAL
ASSOCIATION
By: /s/Michael Lister
Name: Michael Lister
Title: Vice President
WACHOVIA BANK OF GEORGIA, N.A.
By: /s/John B. Tibe
Name: John Tibe
Title: A. Vice President
ABN-AMRO
BANK N.V., HOUSTON AGENCY
By: ABN-AMRO NORTH AMERICA, INC.,
as agent
By: /s/David P. Orr
Name: David P. Orr
Title: Vice President
By: /s/Diego Puiggari
Name: Diego Puiggari
Title:Vice Presient
CREDIT LYONNAIS NEW YORK BRANCH
By: /s/Robert Ivosevich
Name: Robert Ivosevich
Title: Senior Vice President
THE FIRST
NATIONAL BANK OF CHICAGO
By: /s/David G. Dixon
Name: David G. Dixon
Title: Authorized Agent
