Common use of Conditions to Effectiveness Clause in Contracts

Conditions to Effectiveness. Without limiting or otherwise impairing the discretionary nature of this Agreement and the Bank’s decision whether or not to issue the Letter of Credit, this Agreement shall become effective upon satisfaction of the following conditions precedent: (a) The Bank shall have received duly executed originals of this Agreement. (b) The Bank shall have received copies, certified by the Secretary or Assistant Secretary of each Applicant (as defined below) of such party’s certificate of incorporation, bylaws and resolutions or actions of such party’s Board of Directors and any other body, if necessary, authorizing the execution of this Agreement, each Application and each Letter of Credit to which such Applicant is party. (c) The Bank shall have received an incumbency certificate, executed by the Secretary or Assistant Secretary of each Applicant, which shall identify by name and title and bear the signatures of all authorized officers of such party authorized to sign this Agreement, each Application and each Letter of Credit to which such Applicant is party, upon which certificates the Bank shall be entitled to rely. (d) Arkansas Best Corporation (“ABC”) shall execute and deliver to the Bank an Account Control Agreement among ABC, the Bank and Union Bank, N.A., dated as of even date herewith (the “Account Control Agreement”), granting to the Bank a first priority lien and security interest in certain “Collateral” (as defined in the Account Control Agreement), which Collateral shall be in an amount of not less than $the amount of letters of credit outstanding. The Collateral under the Account Control Agreement shall be held by the Bank as support for the Applicants’ obligations under this Agreement, and shall be in form and substance satisfactory to the Bank. Notwithstanding anything to the contrary herein contained, the parties agree that ABC shall be entitled to withdraw from the account any funds in excess of the amount of the letters of credit outstanding from time to time.

Conditions to Effectiveness. Without limiting or otherwise impairing the discretionary nature The effectiveness of this Agreement and the Bank’s decision whether or not obligation of the Lenders to issue consent to the Letter assignment of Credit, this Agreement shall become effective upon satisfaction the Existing Loans from AMD and AMDISS to the Borrower is subject to the following conditions precedent having been satisfied in a manner satisfactory to the Agent and each Lender (such date on which all of the following conditions precedent:are and remain satisfied, the “Closing Date”): (a) The Bank This Agreement, the Parent Guaranties, the AMD Security Agreement and the other Loan Documents shall have received duly been executed originals of this by each party thereto and/or assigned to the Borrower as contemplated in the Assignment Agreement. (b) The Bank Parents or the Borrower shall have received copiespaid all fees due and payable to GECC and the Lenders as of the Closing Date, which fees shall be nonrefundable, and all fees and expenses of the Agent and the reasonable Attorney Costs incurred in connection with any of the Loan Documents and the transactions contemplated thereby to the extent invoiced. (c) The Agent shall have received: (i) Copies of the resolutions of the Board of Managers of the Borrower authorizing the transactions contemplated hereby, certified as of the Closing Date by the Secretary or an Assistant Secretary of the Borrower; (ii) A certificate of the Secretary or Assistant Secretary of the Borrower, dated the Closing Date, certifying the names, titles and true signatures of the officer or officers of the Borrower authorized to execute, deliver and perform, as applicable, this Agreement, and all other Loan Documents to be delivered by it hereunder; and (iii) the Certificate of Formation and the Operating Agreement, certified by the Secretary or Assistant Secretary of each Applicant the Borrower as of the Closing Date. (d) All representations and warranties made hereunder and in the other Loan Documents shall be true and correct as defined belowof the Closing Date as if made on such date. (e) No Default or Event of Default shall exist on the Closing Date, or would exist after giving effect to the assumption of the Existing Loans. (f) A certificate signed by a Responsible Officer of the Borrower, dated as of the Closing Date, stating that: (A) the representations and warranties contained in Article VIII are true and correct on and as of such partydate, (B) no Default or Event of Default exists, and (C) since December 29, 2002, no event or circumstance that has resulted or could reasonably be expected to result in a Material Adverse Effect; (g) All material conditions precedent to the closing of the transactions under the Contribution Agreement shall have been satisfied; (h) The Agent and the Lenders shall have received such opinions of counsel for the Borrower as the Agent or any Lender shall request, each such opinion to be in a form, scope, and substance satisfactory to the Agent, the Lenders, and their respective counsel. (i) The Agent shall have received, in form and substance satisfactory to it: (i) evidence that all filings, registrations and recordings have been made in the appropriate governmental offices, and all other action has been taken, which shall be necessary to create and/or continue, in favor of the Agent on behalf of the Lenders, a perfected first priority Lien on the Collateral (subject only to Permitted Liens) and a second priority Lien on the collateral granted pursuant to the AMD Security Agreement, including evidence of recordation of an amendment to the Deed of Trust (which may consist of a written or telephonic confirmation from the title insurance company), and amendments to UCC financing statements filed in connection with the Existing Loan Agreement, in each case in the appropriate governmental offices; (ii) evidence that the Liens on the Collateral granted to the Agent on behalf of the Lenders are subject only to Permitted Liens, including the results of searches conducted in the UCC filing records in each of the governmental offices in which UCC-1 financing statements shall have been filed; (iii) an endorsement to the title insurance policy (or a binding commitment therefor) for the Deed of Trust (A) issued by a title insurance company of recognized standing satisfactory to the Agent, (B) on an ALTA lender’s extended coverage policy, in an amount and form satisfactory to the Agent, (C) naming the Agent, for the ratable benefit of the Lenders, as the insured thereunder, (D) insuring that the Deed of Trust insured thereby as assigned by AMD to the Borrower continues to creates a valid first priority Lien on the property covered by such Deed of Trust, subject to no other Liens, other than Permitted Liens, and to no other exceptions, other than those satisfactory to the Agent, and (E) containing such endorsements and affirmative coverage as the Agent or any Lender (through the Agent) may reasonably request; (iv) such surveys, appraisals, consents of landlords, estoppels from landlords, tenant subordination agreements and other documents and instruments in connection with assignment of the Deed of Trust pursuant to the Contribution Agreement as shall reasonably be deemed necessary by the Agent or any Lender; and (v) evidence that all insurance required under this Agreement and the Collateral Documents is in full force and effect; (j) [Reserved] (k) The Agent shall have received a good standing and tax good standing certificate for the Borrower and AMD from the Secretary of incorporationState of Delaware, bylaws California and resolutions or actions Texas as of such party’s Board of Directors and any other bodya recent date, together with a bring-down certificate by facsimile dated the Closing Date, if necessary, authorizing requested by the Agent; (l) The Borrower shall have delivered to the Agent the completed Schedules to this Agreement in form and substance reasonably satisfactory to the Agent; and (m) All proceedings taken in connection with the execution of this Agreement, each Application all other Loan Documents and each Letter of Credit all documents and papers relating thereto shall be reasonably satisfactory in form, scope, and substance to which such Applicant is party. (c) the Agent and the Lenders. The Bank shall have received an incumbency certificate, executed acceptance and assumption by the Secretary or Assistant Secretary Borrower of each Applicant, which the Existing Loans shall identify be deemed to be (i) a representation and warranty made by name and title and bear the signatures Borrower to the effect that all of all authorized officers the conditions precedent to the assumption of such party authorized Existing Loans have been satisfied, and (ii) a reaffirmation of the granting and continuance of Agent’s Liens, on behalf of itself and the Lenders, pursuant to sign the Collateral Documents, in each case with the same effect as delivery to the Agent and the Lenders of a certificate signed by a Responsible Officer of the Borrower, dated such date, to such effect. Execution and delivery to the Agent by a Lender of a counterpart of this Agreement, each Application and each Letter of Credit to which such Applicant is party, upon which certificates the Bank Agreement shall be entitled deemed confirmation by such Lender that (i) all conditions precedent in this Section 10.1 have been fulfilled to rely. the satisfaction of such Lender and (dii) Arkansas Best Corporation (“ABC”) shall the decision of such Lender to execute and deliver to the Bank Agent an Account Control executed counterpart of this Agreement among ABC, was made by such Lender independently and without reliance on the Bank and Union Bank, N.A., dated Agent or any other Lender as of even date herewith (the “Account Control Agreement”), granting to the Bank a first priority lien and security interest satisfaction of any condition precedent set forth in certain “Collateral” (as defined in the Account Control Agreement), which Collateral shall be in an amount of not less than $the amount of letters of credit outstanding. The Collateral under the Account Control Agreement shall be held by the Bank as support for the Applicants’ obligations under this Agreement, and shall be in form and substance satisfactory to the Bank. Notwithstanding anything to the contrary herein contained, the parties agree that ABC shall be entitled to withdraw from the account any funds in excess of the amount of the letters of credit outstanding from time to timeSection 10.1.

Conditions to Effectiveness. Without limiting or otherwise impairing the discretionary nature of The Existing Credit Agreement shall not be deemed amended and restated by this Agreement and no Lender (including the Bank’s decision whether or not Swingline Lender) shall have any obligation to make any Loan under this Agreement and no Issuing Bank shall have any obligation to issue the any Letter of CreditCredit under this Agreement, this Agreement shall become effective upon satisfaction unless and until each of the following conditions precedent:precedent shall have been satisfied (or waived in accordance with Section 9.02): (a) The Bank Administrative Agent shall have received duly executed originals from each party hereto either (i) a counterpart of this Agreement, the Reaffirmation Agreement and any Notes to be executed on the Restatement Effective Date, each signed on behalf of such party or (ii) evidence satisfactory to the Administrative Agent (which may include a facsimile transmission) that such party has signed a counterpart of this Agreement and such other documents. (b) The Bank Administrative Agent shall have received copiessuch documents and certificates as the Administrative Agent may reasonably request relating to the organization, certified existence and good standing of the Borrower and each Subsidiary Loan Party, the authorization of the Transactions by the Secretary or Assistant Secretary Borrower and each Subsidiary Loan Party, the incumbency of each Applicant (as defined below) person signing any Loan Document on behalf of such party’s certificate of incorporation, bylaws and resolutions the Borrower or actions of such party’s Board of Directors any Subsidiary Loan Party and any other bodylegal matters relating to the Borrower and the Subsidiary Loan Parties, if necessary, authorizing the execution of this Credit Agreement, each Application the other Loan Documents or the Transactions, all in form and each Letter of Credit substance reasonably satisfactory to which such Applicant is partythe Administrative Agent. (c) The Bank Administrative Agent shall have received an incumbency a certificate, executed dated the Restatement Effective Date and signed by the Secretary chief executive officer or Assistant Secretary the chief financial officer of the Borrower, confirming that, after giving effect to the provisions hereof (i) the representations and warranties of the Borrower set forth in this Agreement are true and correct (A) in the case of the representations and warranties qualified as to materiality, in all respects and (B) otherwise, in all material respects, in each Applicant, which shall identify by name case on and title as of the Restatement Effective Date and bear (ii) no Default has occurred and is continuing on the signatures of all authorized officers of such party authorized to sign this Agreement, each Application and each Letter of Credit to which such Applicant is party, upon which certificates the Bank shall be entitled to relyRestatement Effective Date. (d) Arkansas Best Corporation The Administrative Agent shall have received a Compliance Certificate signed by a Financial Officer of the Borrower setting forth pro forma compliance with the financial covenants set forth in Sections 6.12 and 6.13. (“ABC”e) The Administrative Agent and the Arrangers shall execute have received all fees and deliver other amounts due and payable on or prior to the Bank an Account Control Agreement among ABCRestatement Effective Date, including, to the extent invoiced, payment or reimbursement of all fees and expenses (including fees, charges and disbursements of counsel) required to be paid or reimbursed by any Loan Party under the Engagement Letter, the Bank Fee Letter or the Loan Documents. (f) The Lenders shall have received the financial statements, opinions and Union Bankcertificates referred to in Section 3.04. (g) The Administrative Agent shall have received the annual financial projections for the Borrower and its consolidated Subsidiaries for the years 2018 through 2022, N.A.including a balance sheet statement of operations and cash flow (including the assumptions used in preparing such projections), in form and substance reasonably acceptable to the Administrative Agent. (h) The Lenders shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. (i) The Collateral and Guarantee Requirement shall have been satisfied. The Administrative Agent shall have received a completed Perfection Certificate, dated as the Restatement Effective Date and signed by an executive officer or a Financial Officer of even date herewith the Borrower, together with all attachments contemplated thereby, including the results of a search of the Uniform Commercial Code (the “Account Control Agreement”), granting or equivalent) filings made with respect to the Bank Loan Parties in the jurisdictions contemplated by the Perfection Certificate and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Administrative Agent that the Liens indicated by such financing statements (or similar documents) are permitted under Section 6.02 or have been, or substantially contemporaneously with the initial funding of Loans on the Restatement Effective Date will be, released. (j) The Administrative Agent shall have received evidence that the insurance required by Section 5.08 is in effect, together with endorsements naming the Administrative Agent, for the benefit of the Secured Parties, as additional insured and loss payee thereunder to the extent required under Section 5.08. (k) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent, the Lenders and the Issuing Banks and dated the Restatement Effective Date) of each of (i) Faegre Drinker ▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, counsel for the Borrower, (ii) if requested by the Administrative Agent, local counsel for the Borrower in each jurisdiction in which any Subsidiary Loan Party is organized, and the laws of which are not covered by the opinion letter referred to in clause (i) above, and (iii) to the extent requested by the Administrative Agent, foreign counsel for the Borrower and/or, to the extent requested by the Administrative Agent and customary in such jurisdiction, the Administrative Agent in each foreign jurisdiction in which Pledged Collateral (as defined in the Collateral Agreement) is located, in each case in form and substance reasonably satisfactory to the Administrative Agent. (l) The Administrative Agent shall have received a certificate, dated the Restatement Effective Date and signed by the chief executive officer or the chief financial officer of the Borrower, confirming compliance with the conditions set forth in the first priority lien sentence of paragraph (i) of this Section and security interest in certain paragraphs (a) and (b) of Section 4.02. (m) All (i) “CollateralLoans” (as defined in the Account Control Existing Credit Agreement), which Collateral shall be in an amount of not less than $the amount of letters of credit outstanding. The Collateral ) outstanding under the Account Control Existing Credit Agreement shall be held by as of the Bank as support for Restatement Effective Date of the Applicants’ obligations under this AgreementDeparting Lenders, including any accrued interest and fees thereon, and shall be in form and substance satisfactory all other amounts owed to the Bank. Notwithstanding anything to Departing Lenders under the contrary herein containedExisting Credit Agreement and (ii) all “Term Loans” (as defined in the Existing Credit Agreement) and accrued interest thereon, shall have been paid in full, it being understood that such payments may be made from proceeds of Loans hereunder on the parties agree that ABC shall be entitled to withdraw from the account any funds in excess of the amount of the letters of credit outstanding from time to timeRestatement Effective Date.

Conditions to Effectiveness. Without limiting or otherwise impairing the discretionary nature of this Agreement and the Bank’s decision whether or not to issue the Letter of Credit, this Agreement This Sixth Amendment shall become effective upon satisfaction on and as of the first date (the “Sixth Amendment Effective Date”) on which the Administrative Agent determines in its sole and absolute discretion that the following conditions precedentprecedent have been satisfied: (a) The Bank the Administrative Agent shall have received on or before the Sixth Amendment Effective Date, duly executed originals copies of this Agreement.Sixth Amendment by each party hereto (which may include a copy transmitted by PDF or other electronic method); (b) The Bank the Administrative Agent shall have received copieson or before the Sixth Amendment Effective Date, certified duly executed copies of the Agreement Among Lenders, by the Secretary each party thereto (which may include a copy transmitted by PDF or Assistant Secretary of each Applicant (as defined below) of such party’s certificate of incorporation, bylaws and resolutions or actions of such party’s Board of Directors and any other body, if necessary, authorizing the execution of this Agreement, each Application and each Letter of Credit to which such Applicant is party.electronic method); (c) The Bank the Administrative Agent and the Term Loan C Lenders shall have received an incumbency certificateon or before the Sixth Amendment Effective Date, duly executed copies of the Term Loan C Side Letter, by the Secretary each party thereto (which may include a copy transmitted by PDF or Assistant Secretary of each Applicant, which shall identify by name and title and bear the signatures of all authorized officers of such party authorized to sign this Agreement, each Application and each Letter of Credit to which such Applicant is party, upon which certificates the Bank shall be entitled to rely.other electronic method); (d) Arkansas Best Corporation the Administrative Agent shall have received on or before the Sixth Amendment Effective Date, the Notes, duly executed and delivered by the Borrower and payable to the order of the Lenders; (e) certified copies of the resolutions of the board of directors of the Parent and authorizations of the sole member or general partner, as applicable, of each other Loan Party, approving the Sixth Amendment and the transactions contemplated thereby, and of all documents evidencing other necessary organizational action and governmental and other third party approvals and consents, if any, with respect to the Sixth Amendment to which it is or is to be a party and the transactions contemplated thereby; (f) in the case of the Parent, a certificate of the Parent, executed by an officer or a director of the Parent, in the case of each other Loan Party, a certificate of the sole member, general partner or other governing Person(s), as applicable, of such Loan Party, Parent or Holdings, executed by an officer or a director of such sole member, general partner or other governing Person(s), in each case, certifying the name and true signature of the authorized Person or representative of such Loan Party, Parent or Holdings, as applicable, authorized to sign the Sixth Amendment and the other documents to be delivered hereunder; (g) a certificate in substantially the form of Exhibit E of the Credit Agreement, attesting to the Solvency of the Parent and its Subsidiaries on a Consolidated basis after giving effect to the Sixth Amendment and the transactions contemplated thereby, from its chief financial officer; (h) a certificate of the Parent and each other Loan Party signed on behalf of such Person by a Responsible Officer, dated the Sixth Amendment Effective Date (the statements made in which certificate shall be true on and as of the Sixth Amendment Effective Date), certifying as to the absence of any amendments to the certificate of formation or other constituent documentation, as the case may be, of such Person since the date of the Secretary of State’s certificate referred to in Section 3.01(a)(ix) of the Credit Agreement; (i) immediately prior to and after giving effect to this Sixth Amendment, all representations and warranties of each Loan Party contained in Article IV of the Credit Agreement are true and correct in all material respects on and as of the date of this Sixth Amendment and the Sixth Amendment Effective Date as if made on and as of such date (or if stated to have been made at an earlier date, were true and correct in all material respects as of such earlier date) (except to the extent any such representation and warranty itself is qualified by “ABCmateriality”, “Material Adverse Effect” or similar qualifier, in which case, it shall be true and correct in all respects); (j) after giving effect to this Sixth Amendment, no Default or Event of Default has occurred and is continuing; (k) the Administrative Agent and the Lenders (including, for the avoidance of doubt, the Term Loan C Lenders) shall execute have been paid or reimbursed by the Borrower for all costs and deliver expenses associated with the preparation, negotiation and execution of this Sixth Amendment and the other instruments and documents to be delivered hereunder and in connection with the transactions contemplated hereby (including, the reasonable, documented and out-of-pocket accrued and unpaid fees and expenses of counsel thereto to the Bank an Account Control Agreement among ABC, the Bank and Union Bank, N.A., dated as of even date herewith extent invoiced at least one (the “Account Control Agreement”), granting 1) Business Day prior to the Bank a first priority lien Sixth Amendment Effective Date); (l) the Borrower shall have made in full (and security interest in certain “Collateral” the Administrative Agent shall have received) all payments (including all Scheduled Amortization Payments (as defined in the Account Control Original Credit Agreement), which Collateral shall be in an amount of not less than $the amount of letters of credit outstanding. The Collateral interest, fees, costs and expenses) due under the Account Control Loan Documents prior to the Sixth Amendment Effective Date (without giving effect to any amendments to the Original Credit Agreement made as of the Sixth Amendment Effective Date); (m) except for any Governmental Authorizations required in connection with the Lenders’ exercise of remedies under the Loan Documents, all Governmental Authorizations and third party consents and approvals necessary in connection with the Loan Documents and the transactions contemplated thereby shall be held by the Bank as support for the Applicants’ obligations under this Agreement, have been obtained and shall be or remain in effect as of the Sixth Amendment Effective Date; (n) there shall exist no action, suit, investigation, litigation or proceeding affecting any Loan Party or any of its Subsidiaries pending or threatened in writing before any Governmental Authority that (i) other than as set forth on Schedule IV of the Credit Agreement, could reasonably be expected to have a Material Adverse Effect or materially impair or interfere with the operations of any Loan Party or (ii) purports to affect the legality, validity or enforceability of any Loan Document or the consummation of the transactions contemplated hereby; (o) the Administrative Agent shall have received copies of Uniform Commercial Code financing statement, fixture, judgment, litigation and bankruptcy search reports that relate to or pertain to the Loan Parties, the result if which shall be satisfactory to the Administrative Agent; (p) the Term Loan C Lenders shall have received a duly executed copy of that certain Warrant Agreement, dated as of the date hereof (the “Warrant Agreement”), in a form and substance reasonably satisfactory to such applicable Term Loan C Lender, pursuant to which the following Warrants (as defined in the Warrant Agreement) will be issued: (a) 6,648,720 Warrants to Crestview III USWS, L.P. and (b) 328,024 Warrants to Crestview III USWS TE, LLC; (q) the Lenders shall have received a duly executed copy of that certain Registration Rights Agreement, dated as of the date hereof, in a form and substance reasonably satisfactory to the Bank. Notwithstanding anything Lenders, relating to the contrary herein containedRegistrable Securities (as defined therein); (r) the executive loan committee of each lender under the Original Credit Agreement shall have, in its sole and absolute discretion, approved the parties agree that ABC shall be entitled to withdraw from the account any funds in excess execution and delivery of the amount of Sixth Amendment, as well as the letters of credit outstanding from time to timetransactions contemplated by the Sixth Amendment; and (s) the Administrative Agent shall have received such other statements, certificates, documents, approvals and legal opinions as it shall reasonably request.

Conditions to Effectiveness. Without limiting or otherwise impairing the discretionary nature The effectiveness of this Agreement and Amendment is subject to the Bank’s decision whether or not to issue the Letter of Credit, this Agreement shall become effective upon satisfaction of the following conditions precedent:, unless specifically waived in writing by Agent (the first date upon which all such conditions have been satisfied being herein called the “Effective Date”): (a) The Bank Agent shall have received duly executed originals of this Agreement. (b) The Bank shall have received copies, certified by the Secretary following documents or Assistant Secretary of each Applicant (as defined below) of such party’s certificate of incorporation, bylaws and resolutions or actions of such party’s Board of Directors and any other body, if necessary, authorizing the execution of this Agreementitems, each Application and each Letter of Credit to which such Applicant is party. (c) The Bank shall have received an incumbency certificate, executed by the Secretary or Assistant Secretary of each Applicant, which shall identify by name and title and bear the signatures of all authorized officers of such party authorized to sign this Agreement, each Application and each Letter of Credit to which such Applicant is party, upon which certificates the Bank shall be entitled to rely. (d) Arkansas Best Corporation (“ABC”) shall execute and deliver to the Bank an Account Control Agreement among ABC, the Bank and Union Bank, N.A., dated as of even date herewith (the “Account Control Agreement”), granting to the Bank a first priority lien and security interest in certain “Collateral” (as defined in the Account Control Agreement), which Collateral shall be in an amount of not less than $the amount of letters of credit outstanding. The Collateral under the Account Control Agreement shall be held by the Bank as support for the Applicants’ obligations under this Agreement, and shall be in form and substance satisfactory to Agent and its legal counsel: (i) this Amendment duly executed by Borrowers and Lenders; and (ii) all other documents Agent may reasonably request with respect to any matter relevant to this Amendment or the Bank. Notwithstanding anything transactions contemplated hereby; (b) Each document (including any Uniform Commercial Code financing statement) required by the Credit Agreement, any related agreement or under law or reasonably requested by Agent to be filed, registered or recorded in order to create, in favor of Agent, a perfected security interest in or lien upon the contrary herein containedCollateral shall have been properly filed, registered or recorded in each jurisdiction in which the parties agree that ABC filing, registration or recordation thereof is so required or requested, and Agent shall have received an acknowledgment copy, or other evidence satisfactory to it, of each such filing, registration or recordation and satisfactory evidence of the payment of any necessary fee, tax or expense relating thereto; (c) All fees and expenses due and owing by Borrowers to Agent and Lenders shall have been paid in full; (d) All corporate proceedings taken in connection with the transactions contemplated by this Amendment and all documents, instruments and other legal matters incident thereto shall be entitled satisfactory to withdraw from Agent and its legal counsel; (e) The representations and warranties contained herein and in the account any funds in excess Credit Agreement and the Other Documents, as each is amended hereby, shall be true and correct as of the amount date hereof, as if made on the date hereof; and (f) No Default or Event of Default, other than the Existing Defaults, shall have occurred and be continuing. Agent shall provide notice to Borrowers of the letters occurrence of credit outstanding the “Effective Date;” provided, however, that Borrowers so have no rights arising from time and Agent shall have no liability whatsoever with respect to timeany failure by Agent to provide such notice.

Conditions to Effectiveness. Without limiting or otherwise impairing the discretionary nature The effectiveness of this Agreement and is subject to the Bank’s decision whether satisfaction (or not to issue the Letter waiver in accordance with Section 13.13) of Credit, this Agreement shall become effective upon satisfaction of all the following conditions precedent: (a) The Bank the Administrative Agent shall have received this Agreement duly executed originals of this Agreement.by the Borrower and the Lenders; (b) The Bank if requested by any Lender, the Administrative Agent shall have received copiesfor such Lender such Lender’s duly executed Note of the Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.11 hereof; (c) the Administrative Agent shall have received copies of the Borrower’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by the its Secretary or Assistant Secretary (or individual holding a comparable position); (d) the Administrative Agent shall have received copies of each Applicant resolutions (as defined belowor equivalent authorizations) of such party’s certificate of incorporation, bylaws and resolutions or actions of such partythe Borrower’s Board of Directors and any other (or similar governing body, if necessary, ) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents as of the Effective Date, together with specimen signatures of the persons authorized to execute such documents on the Borrower’s behalf, all certified in each instance by its Secretary or Assistant Secretary; (e) the Administrative Agent shall have received a copy of the certificate of good standing (or equivalent instrument) for the Borrower (dated no earlier than 30 days prior to the date hereof) from the office of the secretary of the state (or equivalent) of its incorporation or organization; (f) the Administrative Agent shall have received a list of the Borrower’s Authorized Representatives; (g) the Administrative Agent shall have received a certificate of an Authorized Representative of the Borrower, certifying as of the Effective Date that: (i) no material adverse change in the business, financial condition, operations, assets or Properties of the Borrower and its Subsidiaries taken as a whole shall have occurred since April 30, 2017; (ii) each of the representations and warranties set forth herein and in the other Loan Documents shall be true and correct in all material respects as of the date hereof, except to the extent the same expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date, provided that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct (after giving effect to any qualifications therein) in all respects (and the Borrower’s execution and delivery of this Agreement shall constitute a representation and warranty that the condition precedent contained in this subsection has been satisfied on the date of this Agreement, each Application and each Letter of Credit to which such Applicant is party.); and (ciii) The Bank no Default or Event of Default shall have received an incumbency certificate, executed occurred and be continuing or would occur as a result of the execution and delivery hereof by the Secretary Borrower or Assistant Secretary the performance of each Applicant, which its obligations hereunder (and the Borrower’s execution and delivery of this Agreement shall identify by name constitute a representation and title and bear warranty that the signatures condition precedent contained in this subsection has been satisfied on the date of all authorized officers of such party authorized to sign this Agreement, each Application and each Letter of Credit to which such Applicant is party, upon which certificates the Bank shall be entitled to rely. (d) Arkansas Best Corporation (“ABC”) shall execute and deliver to the Bank an Account Control Agreement among ABC, the Bank and Union Bank, N.A., dated as of even date herewith (the “Account Control Agreement”), granting to the Bank a first priority lien and security interest in certain “Collateral” (as defined in the Account Control Agreement), which Collateral shall be in an amount of not less than $the amount of letters of credit outstanding. The Collateral under the Account Control Agreement shall be held by the Bank as support for the Applicants’ obligations under this Agreement, and shall be in form and substance satisfactory to the Bank. Notwithstanding anything to the contrary herein contained, the parties agree that ABC shall be entitled to withdraw from the account any funds in excess of the amount of the letters of credit outstanding from time to time.;

Conditions to Effectiveness. Without limiting or otherwise impairing the discretionary nature of this Agreement and the Bank’s decision whether or not to issue the Letter of Credit, this This Agreement shall become effective as of the Closing Date upon satisfaction or waiver (in accordance with Section 10.2) of each of the following conditions precedent:(it being acknowledged and agreed that upon execution and delivery of this Agreement by the Administrative Agent, the Lenders party hereto on the Closing Date and the Issuing Bank, such conditions shall be deemed satisfied): (a) The Bank Administrative Agent shall have received duly executed originals payment of this Agreementall fees, expenses and other amounts due and payable on or prior to the Closing Date, including, without limitation, reimbursement or payment of all reasonable and documented out-of-pocket expenses of the Administrative Agent, the Lead Arrangers and their Affiliates (including reasonable and documented fees, charges and disbursements of one primary counsel to the Administrative Agent, one local counsel in each applicable jurisdiction and any special regulatory counsel) required to be reimbursed or paid by the Borrower hereunder, under any other Loan Document and under any agreement with the Administrative Agent or the Lead Arrangers, in each case, to the extent that a detailed invoice is delivered to the Borrower at least two (2) Business Days prior to the Closing Date. (b) The Bank Administrative Agent (or its counsel) shall have received copiesthe following, certified each to be in form reasonably satisfactory to the Administrative Agent: (i) a counterpart of this Agreement signed by or on behalf of each party hereto or written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) a certificate of the Secretary or Assistant Secretary of each Applicant (as defined below) Loan Party, or in the case of such party’s certificate of incorporationthe Borrower, bylaws and resolutions or actions of such party’s Board of Directors and any other body, if necessary, authorizing the execution of this Agreement, each Application and each Letter of Credit to which such Applicant is party. (c) The Bank shall have received an incumbency certificate, executed by the Secretary or Assistant Secretary of each Applicantthe GP LLC or the REIT Guarantor, in the form of Exhibit 3.1(b)(ii), (A) attaching and certifying copies of (x) such Loan Party’s articles or certificate of incorporation, formation, organization or limited partnership, or other registered organizational documents (collectively, the “Charters”), certified as of a recent date by the Secretary of State of the jurisdiction of organization of such Loan Party, or certifying that Charters and Governing Documents previously delivered to the Administrative Agent in connection with the Existing Credit Agreement on February 8, 2019 or December 16, 2022, as applicable, remain in full force and effect, and (y) such Loan Party’s bylaws, limited liability company agreement or partnership agreement, as applicable (collectively, the “Governing Documents”); and (B) attaching and certifying (x) the resolutions of such Loan Party’s board of directors, managers, members, general partner or other equivalent governing body, authorizing the execution, delivery and performance of the Loan Documents to which shall identify by name it is a party, (y) certificates of good standing or existence, as applicable, from the Secretary of State or other applicable governmental authority of the jurisdiction of incorporation or organization of such Loan Party, and (z) a certificate of incumbency containing the name, title and bear the signatures true signature of all authorized officers each officer of such party authorized to sign this AgreementLoan Party (or, each Application and each Letter in the case of Credit the Borrower, of the sole member of the general partner of such Loan Party) executing the Loan Documents to which such Applicant Loan Party is a party; (iii) favorable written opinions of (A) O’Melveny & ▇▇▇▇▇ LLP, upon counsel to the Loan Parties; and (B) DLA Piper LLC, Maryland counsel to the Loan Parties, and (C) Albright, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, Nevada counsel to the Loan Parties, each addressed to the Administrative Agent, the Issuing Bank and each of the Lenders, and covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request; (iv) a certificate in the form of Exhibit 3.1(b)(iv), dated the Closing Date and signed by a Responsible Officer, certifying that after giving effect to the transactions contemplated hereby, (A) no Default or Event of Default has occurred and is continuing on the Closing Date, (B) all representations and warranties of each Loan Party set forth in the Loan Documents are true and correct in all material respects, unless such representation or warranty expressly relates to an earlier date, in which certificates the Bank case such representation or warranty shall be entitled true and correct in all material respects as of such earlier date (other than those representations and warranties that are expressly qualified by Material Adverse Effect or other materiality, in which case such representations and warranties shall be true and correct in all respects), (C) since September 30, 2024, there has been no change which has had or could reasonably be expected to rely.have a Material Adverse Effect and (D) the condition set forth in clauses (b)(vi) and (b)(vii) below has been satisfied; (dv) Arkansas Best Corporation (“ABC”) shall execute all material consents, approvals, authorizations, registrations and deliver filings and orders required to the Bank an Account Control Agreement among ABCbe made or obtained under any Requirement of Law, the Bank and Union Bankor by any Material Indebtedness of any Loan Party, N.A.in each case, dated as of even date herewith (the “Account Control Agreement”)Closing Date, granting to in connection with the Bank a first priority lien execution, delivery, performance, validity and security interest in certain “Collateral” (as defined in enforceability of the Account Control Agreement), which Collateral Loan Documents or any of the transactions contemplated thereby shall be in an amount of not less than $the amount of letters of credit outstanding. The Collateral under the Account Control Agreement shall be held by the Bank as support for the Applicants’ obligations under this Agreement, have been obtained and shall be in form full force and substance effect and all applicable waiting periods shall have expired, and no investigation or inquiry by any governmental authority regarding the Commitments or any transaction being financed with the proceeds thereof shall be ongoing; (vi) copies of financial projections for the REIT Guarantor and its Subsidiaries on a quarterly basis for the Fiscal Quarter ending March 31, 2025 and annually thereafter through December 31, 2029; (vii) a duly completed and executed Compliance Certificate, including calculations of the financial covenants set forth in Article VI hereof as of September 30, 2024, calculated on a pro forma basis after giving effect to the transactions contemplated hereby as if the same had occurred as of the first day of the four (4) Fiscal Quarter period ending on September 30, 2024 (and setting forth in reasonable detail such calculations); (viii) a certificate, dated the Closing Date and signed by the chief financial officer of the REIT Guarantor a confirming that after giving effect to the execution and delivery of the Loan Documents and the consummation of the transactions contemplated hereby, the REIT Guarantor and its Subsidiaries, on a consolidated basis, are Solvent; (ix) copies of UCC, tax and judgment lien search reports in all necessary jurisdictions of the Loan Parties, as requested by the Administrative Agent, indicating that there are no existing Liens with respect to the Loan Parties other than Permitted Encumbrances, other Liens permitted under Section 7.2 and Liens to be released on the Closing Date; (x) at least three (3) days prior to the Closing Date, all documentation and other information with respect to the Borrower and each other Loan Party that the Administrative Agent or any Lender reasonably determines is required by regulatory authorities under applicable “know your customer”, and anti-money laundering rules and regulations, including, without limitation the Patriot Act, to the extent reasonably requested by the Administrative Agent at least ten (10) days before the Closing Date. At least three (3) days prior to the Closing Date, the Borrower shall deliver to each Lender who has requested at least five (5) days prior to the Closing Date a Beneficial Ownership Certification in relation to the Borrower. Without limiting the generality of the provisions of this Section, for purposes of determining compliance with the conditions specified in this Section, each Lender that has signed this Agreement shall be deemed to have consented to, approved of, accepted or been satisfied with each document or other matter required thereunder to be consented to, approved by or acceptable or satisfactory to a Lender unless the Bank. Notwithstanding anything Administrative Agent shall have received notice from such Lender prior to the contrary herein contained, the parties agree that ABC shall be entitled to withdraw from the account any funds in excess of the amount of the letters of credit outstanding from time to timeproposed Closing Date specifying its objection thereto.

Conditions to Effectiveness. Without limiting or otherwise impairing the discretionary nature of this Agreement and the Bank’s decision whether or not to issue the Letter of Credit, this This Agreement shall become effective upon satisfaction on the date that each of the following conditions precedentprecedent are satisfied or waived: (a) The Bank Administrative Agent shall have received duly each of the following, each of which shall be originals or facsimiles or Adobe PDFs delivered by electronic mail (followed promptly by originals) unless otherwise specified, each properly executed originals by a Responsible Officer of the signing Credit Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement and the Guarantee Agreement, in sufficient number as the Administrative Agent shall request on behalf of the Lenders; and (ii) a Revolving Loan Note executed by the Borrower in favor of each Lender that has requested a Revolving Loan Note at least three Business Days prior to the Closing Date. (b) The Bank Administrative Agent and the Lenders shall have received copies(i) the Historical Financial Statements and (ii) forecasts for BCR Holdings in a form acceptable to the Administrative Agent. (c) The Administrative Agent shall have received: (i) copies of the resolutions of the board of directors, authorized subcommittee thereof, or other equivalent body of each Credit Party authorizing the Transactions to which such Credit Party is a party, certified as of the Closing Date by the Secretary or an Assistant Secretary of such Credit Party; (ii) a certificate of the Secretary or Assistant Secretary of each Credit Party certifying the names and true signatures of the officers of such Credit Party authorized to execute, deliver and perform, as applicable, this Agreement and all other Loan Documents to be delivered by such Credit Party hereunder; (iii) the articles or certificate of incorporation or equivalent document of each Credit Party as in effect on the Closing Date, certified by the Secretary of State (or similar, applicable Governmental Authority) of its state of incorporation or organization; (iv) the bye-laws or equivalent document of each Credit Party as in effect on the Closing Date, certified by the Secretary or Assistant Secretary of such Credit Party as of the Closing Date; (v) a certificate of good standing or equivalent document for each Applicant Credit Party from the Secretary of State (as defined belowor similar, applicable Governmental Authority) of such party’s certificate its state of incorporation, bylaws and resolutions incorporation or actions organization as of such party’s Board of Directors and any other body, if necessary, authorizing the execution of this Agreement, each Application and each Letter of Credit to which such Applicant is party.a recent date; and (cvi) The Bank shall have received an incumbency certificate, executed by a compliance certificate for each Insurance Subsidiary (other than Syndicate 5151 at Lloyd’s) from the Secretary or Assistant Secretary applicable Department as of each Applicant, which shall identify by name and title and bear the signatures of all authorized officers of a recent date (unless such party authorized to sign this Agreement, each Application and each Letter of Credit to which such Applicant is party, upon which certificates the Bank shall be entitled to relyDepartment generally does not provide compliance certificates). (d) Arkansas Best Corporation The Administrative Agent shall have received a written opinion, reasonably acceptable to the Administrative Agent in form and substance, (“ABC”addressed to the Administrative Agent and the Lenders and dated the Closing Date) from each of (i) Cravath, Swaine & ▇▇▇▇▇ LLP, counsel for the Credit Parties, substantially in the form of Exhibit F-1, (ii) ▇▇▇▇▇▇▇ (Bermuda) Limited, Bermuda counsel for the Credit Parties, substantially in the form of Exhibit F-2 and (iii) in-house counsel for the Credit Parties, substantially in the form of Exhibit F-3. (e) The Administrative Agent shall have been paid all costs, fees and expenses (including, without limitation, Attorney Costs of the Administrative Agent and fees) to the extent then due and payable to the Administrative Agent, including those fees payable pursuant to the Fee Letter. (f) All pre-existing indebtedness of the Borrower and its Subsidiaries (excluding, for the avoidance of doubt, intercompany accounts payable) shall execute have been repaid or repurchased in full, all commitments relating thereto shall have been terminated, and deliver all liens or security interests related thereto shall have been terminated or released and an executed payoff letter with respect to all pre-existing indebtedness required to be paid off shall have been delivered to the Bank an Account Control Agreement among ABC, the Bank and Union Bank, N.A., dated as of even date herewith (the “Account Control Agreement”), granting to the Bank a first priority lien and security interest in certain “Collateral” (as defined in the Account Control Agreement), which Collateral shall be in an amount of not less than $the amount of letters of credit outstanding. The Collateral under the Account Control Agreement shall be held by the Bank as support for the Applicants’ obligations under this Agreement, and shall be Administrative Agent in form and substance satisfactory to the Bank. Notwithstanding anything Administrative Agent. (g) The Administrative Agent shall have received a certificate signed by a Responsible Officer of Holdings on behalf of the Borrower, dated as of the Closing Date, (A) confirming that Holdings and its Subsidiaries have received all required approvals of the transactions contemplated hereby and by the other Loan Documents, including the Transactions, from each applicable Governmental Authority and (B) certifying that each of the conditions precedent specified in paragraphs (f), (h), (j), (k) and (n) of this Section 4.01 have been satisfied. (h) All governmental and regulatory authorizations and third party approvals necessary in connection with the financing contemplated hereby and the continuing operation of the Credit Parties and their Subsidiaries shall have been obtained and be in full force and effect. (i) Each Credit Party shall have provided the documentation and other information to the contrary Administrative Agent as they reasonably determine are required by bank regulatory authorities under applicable “know-your-customer” and Anti-Money Laundering Laws, including the Patriot Act, at least five Business Days prior to the Closing Date, to the extent requested at least 10 Business Days prior to the Closing Date. (j) There will not exist (pro forma for the financing hereunder) any “event of default” under any Material Indebtedness of Holdings or its Subsidiaries. (k) The organizational structure of Holdings and its Subsidiaries will be as set forth on Schedule 4.01(k). (l) The Administrative Agent shall have received evidence reasonably satisfactory to it from the process agent of its consent to serve as process agent for each Credit Party for purposes of the Loan Documents. (m) The Administrative Agent shall have received such other approvals, documents or materials as the Administrative Agent may reasonably request, all in form and substance reasonably satisfactory to the Administrative Agent. (n) All of the representations and warranties contained herein contained, or in any Loan Document by the parties agree that ABC Borrower and each Guarantor shall be entitled true and correct in all material respects on the Closing Date to withdraw from the account same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date; provided that, in each case, such materiality qualifier shall not be applicable to any funds representations and warranties that already are qualified or modified by materiality in excess of the amount of the letters of credit outstanding from time to timetext thereof.

Conditions to Effectiveness. Without limiting or otherwise impairing the discretionary nature of this Agreement This Eighth Amendment, and the Bank’s decision whether or not modifications to issue the Letter of CreditCredit Agreement provided for herein, this Agreement shall become effective upon satisfaction on the date (the "Eighth Amendment ---------------- Effective Date") on which all of the following conditions precedent:have been (or are -------------- concurrently being) satisfied: --- (a) 1. This Eighth Amendment shall have been executed and delivered by each party hereto. 2. All payments required under Article V, Section 1 of this Eighth Amendment shall have been paid to the Lender by the Borrower. 3. The Bank Lender shall have received duly executed originals a copy, in form and substance reasonably satisfactory to the Lender, of the corporate resolutions of the Borrower, authorizing the revision in the Revolver Borrowing Base and the execution, delivery and performance of this Agreement. (b) The Bank shall have received copiesEighth Amendment, certified by the Secretary or an Assistant Secretary of each Applicant (the Borrower as defined below) of the Eighth Amendment Effective Date, which certificates shall state that the resolutions or authorizations thereby certified have not been amended, modified, revoked or rescinded as of the date of such party’s certificate of incorporation, bylaws and resolutions or actions of such party’s Board of Directors and any other body, if necessary, authorizing the execution of this Agreement, each Application and each Letter of Credit to which such Applicant is partycertificate. (c) 4. The Bank Lender shall have received an incumbency certificate, executed by a certificate of the Secretary or an Assistant Secretary of each Applicantthe Borrower, which shall identify dated the Eighth Amendment Effective Date, as to the incumbency and signature of the officer(s) of the Borrower executing this Eighth Amendment and any certificate or other document to be delivered by name and title and bear it pursuant hereto, together with evidence of the signatures of all authorized officers incumbency of such party authorized Secretary or Assistant Secretary. 5. Each of the representations and warranties made by the Borrower in or pursuant to sign the Credit Documents shall be true and correct in all material respects on and as of the Eighth Amendment Effective Date as if made on and as of such date (except to the extent the same relate to another, earlier date, in which case they shall be true and correct in all material respects as of such earlier date). 6. No Default or Event of Default shall have occurred and be continuing. 7. All corporate and other proceedings, and all documents, instruments and other legal matters in connection with the transactions contemplated by this Eighth Amendment, the Existing Credit Agreement, each Application the Credit Agreement and each Letter of the other Credit to which such Applicant is party, upon which certificates the Bank Documents shall be entitled to rely. (d) Arkansas Best Corporation (“ABC”) shall execute and deliver to the Bank an Account Control Agreement among ABC, the Bank and Union Bank, N.A., dated as of even date herewith (the “Account Control Agreement”), granting to the Bank a first priority lien and security interest in certain “Collateral” (as defined in the Account Control Agreement), which Collateral shall be in an amount of not less than $the amount of letters of credit outstanding. The Collateral under the Account Control Agreement shall be held by the Bank as support for the Applicants’ obligations under this Agreement, and shall be reasonably satisfactory in form and substance satisfactory to the Bank. Notwithstanding anything to Lender, and the contrary herein contained, the parties agree that ABC Lender shall be entitled to withdraw from the account have received such other documents in respect of any funds in excess aspect or consequence of the amount transactions contemplated hereby or thereby as it shall reasonably request. 8. The Lender shall have received each additional document, instrument, legal opinion or item of information reasonably requested by the letters Lender, including, without limitation, a copy of credit outstanding from time any debt instrument, security agreement or other material contract to timewhich the Borrower is to be a party.

Conditions to Effectiveness. Without limiting or otherwise impairing the discretionary nature of this Agreement and the Bank’s decision whether or not to issue the Letter of Credit, this Agreement This Amendment shall become effective only upon the satisfaction of the following conditions precedent:precedent (the date of satisfaction of such conditions being referred to as the “Amendment Effective Date”): A. The Borrowers, the Guarantors, the Pledgors, the Administrative Agent and the Required Lenders shall have indicated their consent to this Amendment by the execution and delivery of the signature pages hereto to the Administrative Agent. B. Each of the Company and the General Partner shall have indicated its consent to the Parent Guaranty by the execution and delivery of the signature pages thereto to the Administrative Agent. C. The Company shall have indicated its consent to the Parent Pledge Agreement by the execution and delivery of the signature pages thereto to the Administrative Agent. D. The Borrower shall have delivered an updated Schedule 1 to the Subsidiary Pledge Agreement giving effect to the Kerrow Transfer (a) as defined below). E. The Bank Administrative Agent shall have received duly executed originals (i) an officer’s certificate of this Agreement. each of the Company and the Borrower, either confirming that there have been no changes to its organizational documents since November 9, 2015, or if there have been changes to its organizational documents since such date, certifying as to such changes, (bii) The Bank shall have received copies of the formation and organizational documents of the General Partner, certified by an officer of the General Partner, together with all amendments thereto, (iii) copies, certified by the a Secretary or an Assistant Secretary of each Applicant of the Borrower, the Company and the General Partner of the resolutions (as defined below) of such party’s certificate of incorporation, bylaws and resolutions or actions of such party’s Board of Directors and any other bodybodies, if necessary, any are reasonably deemed necessary by counsel for the Administrative Agent) authorizing the execution execution, delivery and performance of this Agreement, each Application and each Letter of Credit the Amendment Documents to which such Applicant it is a party. , (civ) The Bank copies of the formation and other organizational documents of Kerrow, certified by a Secretary or an Assistant Secretary of Kerrow, together with all amendments thereto, which shall have received be in form and substance reasonably acceptable to the Administrative Agent; and (v) an incumbency certificate, executed by the Secretary or Assistant Secretary officers of each Applicantof the General Partner and the Company, which shall identify by name and title and bear the signatures signature of all authorized officers of such party the Persons authorized to sign this Agreement, each Application and each Letter of Credit the Amendment Documents to which such Applicant it is partya party , upon which certificates certificate the Bank Administrative Agent, the Issuing Banks and the Lenders shall be entitled to rely. (d) Arkansas Best Corporation (“ABC”) shall execute and deliver to the Bank an Account Control Agreement among ABC, the Bank and Union Bank, N.A., dated as rely until informed of even date herewith (the “Account Control Agreement”), granting to the Bank a first priority lien and security interest any change in certain “Collateral” (as defined in the Account Control Agreement), which Collateral shall be in an amount of not less than $the amount of letters of credit outstanding. The Collateral under the Account Control Agreement shall be held writing by the Bank as support for the Applicants’ obligations under this Agreement, and shall be in form and substance satisfactory to the Bank. Notwithstanding anything to the contrary herein contained, the parties agree that ABC shall be entitled to withdraw from the account any funds in excess of the amount of the letters of credit outstanding from time to timeBorrower.

Conditions to Effectiveness. Without limiting or otherwise impairing This Agreement will become effective on the discretionary nature first date (the “First Amendment Effective Date”) on which the following conditions are satisfied: A. The Administrative Agent shall have received counterparts of this Agreement executed and delivered by the Borrower, the Guarantor, each Lender and the Bank’s decision whether or not to issue the Letter of Credit, this Agreement shall become effective upon satisfaction of the following conditions precedent:Administrative Agent. (a) B. The Bank Administrative Agent shall have received duly executed originals of this Agreementa First Amended and Restated Revolving Credit Note made by the Borrower and payable to each Lender. (b) C. The Bank Administrative Agent shall have received copies, certified by a duly executed Notice of Borrowing with respect to the Commitment Increase. D. The Administrative Agent shall have received a certificate of the Secretary or Assistant Secretary (or other individual performing similar functions) of the Borrower and each Guarantor, dated as of the First Amendment Effective Date, certifying (i) that attached thereto is a true and complete copy of each Applicant (as defined below) organizational document of such party’s certificate entity certified (to the extent applicable) as of incorporationa recent date by the Secretary of State of the state of its incorporation or organization, bylaws as the case may be, (ii) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors, managers, or actions other applicable governing body of such party’s Board of Directors and any other body, if necessary, entity authorizing the execution execution, delivery and performance of the documents executed in connection with this Agreement, (iii) that attached thereto is a certificate of good standing (or certificate of similar meaning) with respect to each Application such entity issued as of a recent date by the Secretary of State of the state of its incorporation or organization, as the case may be, and (iv) as to the incumbency and specimen signature of each Letter officer executing any documents delivered in connection with this Agreement on behalf of Credit such entity; provided that in the case of the certificate delivered with respect to which the Borrower or any Guarantor, such Applicant is partycertificate can certify that there have been no changes to such documents or items described in the foregoing clauses (i), (iii) or (iv) since the delivery thereof to the Administrative Agent on the Closing Date. (c) E. The Bank Administrative Agent shall have received an incumbency certificateopinion of Dentons US LLP, executed by the Secretary or Assistant Secretary of each Applicant, which shall identify by name and title and bear the signatures of all authorized officers of such party authorized to sign this Agreement, each Application and each Letter of Credit to which such Applicant is party, upon which certificates the Bank shall be entitled to rely. (d) Arkansas Best Corporation (“ABC”) shall execute and deliver counsel to the Bank an Account Control Agreement among ABC, Borrower and the Bank and Union Bank, N.A.other Loan Parties, dated as of even date herewith (the “Account Control Agreement”)First Amendment Effective Date, granting addressed to the Bank a first priority lien Administrative Agent, the Issuing Banks and security interest in certain “Collateral” (the Lenders and covering such matters as defined in the Account Control Agreement), which Collateral Administrative Agent may reasonably request. F. The Administrative Agent shall be in an amount of not less than $the amount of letters of credit outstanding. The Collateral under the Account Control Agreement shall be held have received all reasonable fees and other amounts due and payable by the Bank as support for Borrower to the Applicants’ obligations under Administrative Agent, Arrangers and the Lenders on or prior to the date hereof, including, to the extent invoiced, reimbursement or payment of all out of pocket expenses required pursuant to the terms of the Credit Agreement to be reimbursed or paid by the Borrower in connection herewith. G. Upon the reasonable request of any Lender made at least ten (10) days prior to the First Amendment Effective Date, the Borrower shall have provided to such Lender the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including the PATRIOT Act, in each case at least five (5) days prior to the First Amendment Effective Date. H. As of the date hereof, both immediately before and immediately after entering into this Agreement, and shall be in form and substance satisfactory no Default exists. I. After giving effect to the Bank. Notwithstanding anything to the contrary herein containedthis Agreement, the parties agree that ABC shall be entitled to withdraw from Borrower is in compliance with the account any funds in excess requirements of Section 2.16 of the amount Credit Agreement. By its execution hereof, but without waiving any rights Lenders or Administrative Agent may have with respect to any Defaults which exists and of which they are unaware, the Administrative Agent and each Lender agrees that each of the letters of credit outstanding from time to timeforegoing conditions is satisfied and the First Amendment Effective Date has occurred.

Conditions to Effectiveness. Without limiting or otherwise impairing the discretionary nature of this Agreement and the Bank’s decision whether or not to issue the Letter of Credit, this This Agreement shall become effective on the Effective Date and enforceable against the parties hereto upon satisfaction the occurrence of the following conditions precedent: (a) The Bank Administrative Agent shall have received duly executed originals multiple original counterparts, as requested by the Administrative Agent, of this Agreement, duly and validly executed and delivered by duly authorized officers of the Borrower, the Guarantors, the Administrative Agent, and each of the Lenders. (b) The Bank Borrower shall have received copies, certified by paid to the Secretary or Assistant Secretary Administrative Agent all reasonable out-of-pocket costs and expenses that have been invoiced and are payable pursuant to Section 10.1 of each Applicant (as defined below) of such party’s certificate of incorporation, bylaws and resolutions or actions of such party’s Board of Directors and any other body, if necessary, authorizing the execution of this Credit Agreement, each Application and each Letter of Credit to which such Applicant is party. (c) The Bank Administrative Agent shall have received an incumbency certificatesuch other documents, executed by governmental certificates, agreements, and lien searches as the Secretary Administrative Agent or Assistant Secretary of each Applicant, which shall identify by name and title and bear the signatures of all authorized officers of such party authorized to sign this Agreement, each Application and each Letter of Credit to which such Applicant is party, upon which certificates the Bank shall be entitled to relyany Lender may reasonably request. (d) Arkansas Best Corporation The representations and warranties in this Agreement shall be true and correct in all material respects (“ABC”except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) shall execute and deliver as of such date except to the Bank extent that any such representation or warranty expressly relates solely to an Account Control Agreement among ABCearlier date, in which case it shall have been true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the Bank text thereof) as of such earlier date, and Union Bankno Default shall have occurred and be continuing. (e) The Administrative Agent shall have received duly executed Notes payable to each Lender requesting a Note, N.A.if any, in a principal amount equal to (i) its Commitment or, as applicable, its Elected Commitment Amount, in each case dated as of even date herewith the Effective Date. (the “Account Control Agreement”), granting f) The Administrative Agent shall have received (i) duly executed Mortgages (or supplements to the Bank a first priority lien and security interest in certain “Collateral” (as defined in the Account Control Agreement), which Collateral shall be in an amount of existing Mortgages) encumbering not less than $85% of PV10 of the amount Credit Parties’ Proven Reserves and not less than 85% of letters PV10 of credit outstanding. The Collateral under all the Account Control Agreement shall be held by Credit Parties’ PDP Reserves, in each case, as evaluated in the Bank as support for the Applicants’ obligations under this Agreementmost recently delivered Engineering Report, and shall be in form and substance (ii) title information reasonably satisfactory to the Bank. Notwithstanding anything to the contrary herein contained, the parties agree that ABC shall be entitled to withdraw from the account any funds in excess it on at least 85% of the amount PV10 of each of the letters of credit outstanding from time to timeProven Reserves evaluated in the most recently delivered Engineering Report.

Conditions to Effectiveness. Without limiting or otherwise impairing the discretionary nature of The Existing Credit Agreement shall not be deemed amended and restated by this Agreement and no Lender (including the Bank’s decision whether or not Swingline Lender) shall have any obligation to make any Loan under this Agreement and no Issuing Bank shall have any obligation to issue the any Letter of CreditCredit under this Agreement, this Agreement shall become effective upon satisfaction unless and until each of the following conditions precedent:precedent shall have been satisfied (or waived in accordance with Section 9.02): (a) The Bank Administrative Agent shall have received duly executed originals from each party hereto or thereto either (i) a counterpart of this Agreement, any Notes to be executed on the Closing Date, the Collateral Agreement, the other Security Documents and any other Loan Documents to be executed and delivered on the Closing Date, each signed on behalf of such party or (ii) evidence satisfactory to the Administrative Agent (which may include a facsimile transmission) that such party has signed a counterpart of this Agreement and such other documents. (b) The Bank Administrative Agent shall have received copiessuch documents and certificates as the Administrative Agent may reasonably request relating to the organization, certified existence and good standing of the Borrower and each Subsidiary Loan Party, the authorization of the Transactions by the Secretary or Assistant Secretary Borrower and each Subsidiary Loan Party, the incumbency of each Applicant (as defined below) person signing any Loan Document on behalf of such party’s certificate of incorporation, bylaws and resolutions the Borrower or actions of such party’s Board of Directors any Subsidiary Loan Party and any other bodylegal matters relating to the Borrower and the Subsidiary Loan Parties, if necessary, authorizing the execution of this Credit Agreement, each Application the other Loan Documents or the Transactions, all in form and each Letter of Credit substance reasonably satisfactory to which such Applicant is partythe Administrative Agent. (c) The Bank Administrative Agent shall have received an incumbency a certificate, executed dated the Closing Date and signed by the Secretary chief executive officer or Assistant Secretary the chief financial officer of the Borrower, confirming that, after giving effect to the provisions hereof (i) the representations and warranties of the Borrower set forth in this Agreement are true and correct (A) in the case of the representations and warranties qualified as to materiality, in all respects and (B) otherwise, in all material respects, in each Applicant, which shall identify by name case on and title as of the Closing Date and bear (ii) no Default has occurred and is continuing on the signatures of all authorized officers of such party authorized to sign this Agreement, each Application and each Letter of Credit to which such Applicant is party, upon which certificates the Bank shall be entitled to relyClosing Date. (d) Arkansas Best Corporation The Administrative Agent shall have received a Compliance Certificate signed by a Financial Officer of the Borrower setting forth pro forma compliance with the financial covenants set forth in Sections 6.12 and 6.13. (“ABC”e) The Administrative Agent and the Arrangers shall execute have received all fees and deliver other amounts due and payable on or prior to the Bank an Account Control Agreement among ABCClosing Date, including, to the extent invoiced, payment or reimbursement of all fees and expenses (including fees, charges and disbursements of counsel) required to be paid or reimbursed by any Loan Party under the Engagement Letter, the Bank Fee Letter or the Loan Documents. (f) The Lenders shall have received the financial statements, opinions and Union Bankcertificates referred to in Section 3.04. (g) The Administrative Agent shall have received the annual financial projections for the Borrower and its consolidated Subsidiaries for the years 2024 through 2029, N.A., dated as including a balance sheet statement of even date herewith operations and cash flow (including the “Account Control Agreement”assumptions used in preparing such projections), granting to the Bank a first priority lien and security interest in certain “Collateral” (as defined in the Account Control Agreement), which Collateral shall be in an amount of not less than $the amount of letters of credit outstanding. The Collateral under the Account Control Agreement shall be held by the Bank as support for the Applicants’ obligations under this Agreement, and shall be in form and substance reasonably acceptable to the Administrative Agent. (h) The Lenders shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. (i) The Collateral and Guarantee Requirement shall have been satisfied. The Administrative Agent shall have received a completed Perfection Certificate, dated the Closing Date and signed by an executive officer or a Financial Officer of the Borrower, together with all attachments contemplated thereby, including the results of a search of the Uniform Commercial Code (or equivalent) filings made with respect to the Loan Parties in the jurisdictions contemplated by the Perfection Certificate and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Bank. Notwithstanding anything Administrative Agent that the Liens indicated by such financing statements (or similar documents) are permitted under Section 6.02 or have been, or substantially contemporaneously with the initial funding of Loans on the Closing Date will be, released. (j) The Administrative Agent shall have received evidence that the insurance required by Section 5.08 is in effect, together with endorsements naming the Administrative Agent, for the benefit of the Secured Parties, as additional insured and loss payee thereunder to the contrary herein containedextent required under Section 5.08. (k) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent, the parties agree that ABC Lenders and the Issuing Banks and dated the Closing Date) of each of (i) Faegre Drinker B▇▇▇▇▇ & R▇▇▇▇ LLP, counsel for the Borrower, and (ii) if requested by the Administrative Agent, local counsel for the Borrower in each jurisdiction in which any Subsidiary Loan Party is organized, and the laws of which are not covered by the opinion letter referred to in clause (i) above, in each case in form and substance reasonably satisfactory to the Administrative Agent. (l) The Administrative Agent shall be entitled to withdraw from have received a certificate, dated the account any funds in excess Closing Date and signed by the chief executive officer or the chief financial officer of the amount Borrower, confirming compliance with the conditions set forth in the first sentence of the letters paragraph (i) of credit outstanding from time to timethis Section and in paragraphs (a) and (b) of Section 4.02.

Conditions to Effectiveness. Without limiting or otherwise impairing the discretionary nature of this Agreement and the Bank’s decision whether or not to issue the Letter of Credit, this Agreement This Amendment shall become effective upon satisfaction the receipt by Lender of each of the following conditions precedentitems, provided that each of the following items are delivered or performed on or before April 6, 2010: (a) The Bank Lender shall have received a duly executed originals copy of this AgreementAmendment by Borrowers. (b) The Bank Lender shall have received a duly executed Term Note C by Borrowers. (c) Lender shall have received a duly executed registration rights agreement by Parent Borrower in favor of Lender in the form of Exhibit B attached hereto. (d) Lender shall have received copies, certified by the Secretary or Assistant Secretary (or the equivalent thereof) of each Applicant Borrower, in each case, of its certificate of incorporation or formation, as applicable (as defined below) each certified by the Secretary of State of the State of such partyBorrower’s certificate incorporation or formation, as applicable, as of incorporationa recent date), bylaws its by-laws or limited liability company agreement, as applicable, (or, to the extent that there have been no amendments or modifications to such documents since the date such documents were last delivered to Lender, and such documents remain in full force and effect, Lender shall have received a certification with respect thereto), its Board of Directors’ resolutions and of resolutions or actions of such party’s Board of Directors and any other body, if necessary, body authorizing the execution of this Agreement, each Application and each Letter of Credit the Loan Documents to which such Applicant Borrower is a party. , the incumbency of its officers authorized to sign the Loan Documents (c) The Bank shall have received an incumbency certificate, executed by the Secretary or Assistant Secretary of each Applicant, which shall identify by name and title and bear the signatures of all the authorized officers and any other officers of such Borrower authorized to sign the Loan Documents to which such Borrower is a party (or, to the extent that the authorized officers of such party authorized to sign this Agreement, each Application and each Letter of Credit to which such Applicant is party, upon which certificates the Bank shall be entitled to rely. (d) Arkansas Best Corporation (“ABC”) shall execute and deliver to applicable Person remains the Bank an Account Control Agreement among ABC, same as the Bank and Union Bank, N.A., dated certification received as of even date herewith (the “Account Control Agreement”)Closing Date, granting to the Bank Lender shall have received a first priority lien and security interest in certain “Collateral” (as defined in the Account Control Agreementcertification with respect thereto), which Collateral shall be in an amount of not less than $the amount of letters of credit outstanding. The Collateral under the Account Control Agreement shall be held by the Bank as support for the Applicants’ obligations under this Agreement, and such documents shall be in form and substance reasonably satisfactory to the Bank. Notwithstanding anything to the contrary herein contained, the parties agree that ABC Lender and upon which certificate Lender shall be entitled to withdraw from the account rely until informed of any change in writing by such Borrower. (e) Borrowers shall have paid in immediately available funds in excess (i) all costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ fees and expenses) of the amount Lender and (ii) all reasonable fees and expenses of the letters of credit outstanding from time ▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel to timeLender. (f) Lender shall have received such other documents as Lender or its counsel may have reasonably requested.

Conditions to Effectiveness. Without limiting or otherwise impairing the discretionary nature The effectiveness of this Agreement and Amendment is subject to the Bank’s decision whether or not to issue the Letter of Credit, this Agreement shall become effective upon satisfaction of the following conditions precedentprecedent in a manner satisfactory to CITBC, unless specifically waived in writing by Agent: (a) The Bank Agent shall have received each of the following, each in form and substance satisfactory to Agent, in its sole discretion, and, where applicable, each duly executed originals by each party thereto, other than Agent: (i) This Amendment, duly executed by Companies and the Guarantors; and (ii) Certified copies of the resolutions of the Board of Directors or Executive Committee of each of the Companies and the Guarantors, authorizing the execution, delivery and performance of this Agreement. (b) The Bank shall have received copiesAmendment and any and all other Loan Documents executed by any of the Companies or the Guarantors in connection therewith, along with a certificate of incumbency certified by the Secretary or Assistant Secretary secretary of each Applicant (as defined below) of such party’s certificate the Companies and the Guarantors if there has been any change from the most recent incumbency certificates delivered by any of incorporationthe Companies or Guarantors, bylaws and resolutions or actions of such party’s Board of Directors and any other body, if necessary, authorizing the execution of this Agreement, each Application and each Letter of Credit to which such Applicant is party. (c) The Bank shall have received an incumbency certificate, executed by the Secretary or Assistant Secretary of each Applicant, which shall identify by name and title and bear the with specimen signatures of all authorized the officers of such party the Companies or the Guarantors who are authorized to sign this Agreementsuch documents, each Application and each Letter of Credit to which such Applicant is party, upon which certificates the Bank shall be entitled to rely. (d) Arkansas Best Corporation (“ABC”) shall execute and deliver to the Bank an Account Control Agreement among ABC, the Bank and Union Bank, N.A., dated as of even date herewith (the “Account Control Agreement”), granting to the Bank a first priority lien and security interest in certain “Collateral” (as defined in the Account Control Agreement), which Collateral shall be in an amount of not less than $the amount of letters of credit outstanding. The Collateral under the Account Control Agreement shall be held by the Bank as support for the Applicants’ obligations under this Agreement, and shall be all in form and substance satisfactory to the Bank. Notwithstanding anything Agent; (iii) Opinion from Fulbright & ▇▇▇▇▇▇▇▇ L.L.P. opining, in form and substance satisfactory to Agent, which shall cover such matters incident to the contrary transactions contemplated by this Amendment as Agent may reasonably require and the Companies and the Guarantors hereby authorize and direct such counsel to deliver such opinions to Agent; and (iv) All other documents Agent may request with respect to any matter relevant to this Amendment or the transactions contemplated hereby. (b) The representations and warranties contained herein containedand in the Agreement and the other documents executed in connection with the Agreement (herein referred to as “Loan Documents”), the parties agree that ABC as each is amended hereby, shall be entitled to withdraw from the account any funds in excess true and correct as of the amount date hereof, as if made on the date hereof, except for such representations and warranties as are by their express terms limited to a specific date. (c) No Default or Event of Default shall have occurred and be continuing, unless such Default or Event of Default has been otherwise specifically waived in writing by Agent. (d) All corporate proceedings taken in connection with the letters of credit outstanding from time transactions contemplated by this Amendment and all documents, instruments and other legal matters incident thereto shall be satisfactory to timeAgent.

Conditions to Effectiveness. Without limiting or otherwise impairing the discretionary nature of this Agreement and the Bank’s decision whether or not to issue the Letter of Credit, this This Agreement shall become effective upon as of the date on which Agent has received each agreement, document and instrument set forth on the closing checklist prepared by Agent or its counsel, each in form and substance satisfactory to Agent, including the satisfaction of the following conditions precedent, each to the satisfaction of Agent in its sole discretion: (a) The Bank Borrowers shall have received delivered to Agent this Agreement, duly executed originals by an authorized officer of this Agreement.each Borrower; (b) The Bank Agent shall have received copiesexecuted copies of the Merger Agreement and all other material agreements, certified by documents or instruments pursuant to which the Secretary Merger is to be consummated, any schedules to such agreements, documents or Assistant Secretary of each Applicant (as defined below) instruments and all other material ancillary agreements, instruments and documents to be executed or delivered in connection therewith, and, to the extent required to be completed prior to the closing of such party’s certificate Merger under the related acquisition agreement, all required regulatory and third party approvals and copies of incorporation, bylaws and resolutions or actions of such party’s Board of Directors and any other body, if necessary, authorizing the execution of this Agreement, each Application and each Letter of Credit to which such Applicant is party.environmental assessments; (c) The Bank shall have received an incumbency certificate, executed by the Secretary or Assistant Secretary Merger has been consummated (i) in all material respects in accordance with the terms of each Applicant, which shall identify by name and title and bear the signatures of all authorized officers of such party authorized to sign this Merger Agreement, each Application (ii) in accordance with applicable Law (and each Letter such parties’ delivery of Credit to which such Applicant is party, upon which certificates the Bank their respective signatures hereto shall be entitled deemed to rely.be its certification thereof); (d) Arkansas Best Corporation the Merger is not hostile and, if applicable, shall have been approved by the board of directors (“ABC”or other similar body) and/or the stockholders or other equity holders of New Borrower (and such parties’ delivery of their respective signatures hereto shall execute be deemed to be its certification thereof); (e) no Debt or Liens are assumed or created in connection with the Merger (and deliver such parties’ delivery of their respective signatures hereto shall be deemed to be its certification thereof); (f) Agent shall have received a duly executed legal opinion of New Borrower’s counsel, addressed to Agent and Lenders, addressing matters Agent may reasonably request; (g) Borrowers shall have delivered such other documents, information, certificates, records, permits, and filings as the Agent may reasonably request, including, without limitation, any agreements, instruments and other documents necessary to ensure that Agent receives a perfected Lien in all entities and assets acquired in connection with the Merger to the Bank an Account Control Agreement among ABC, extent required by the Bank Credit Agreement; (h) all of the representations and Union Bank, N.A., dated warranties of Borrowers set forth in the herein and in the other Financing Documents are true and correct in all material respects (without duplication of any materiality qualifier in the text of such representation or warranty) with respect to such Borrower as of even the date herewith (the “Account Control Agreement”), granting hereof except to the Bank extent that any such representation or warranty relates to a first priority lien specific date in which case such representations and security interest warranties were true and correct in certain “Collateral” all material respects (as defined without duplication of any materiality qualifier in the Account Control Agreement), which Collateral text of such representation or warranty) on and as of such date (and such parties’ delivery of their respective signatures hereto shall be in an amount deemed to be its certification thereof); (i) no Default or Event of not less than $Default shall exist under any of the amount Financing Documents (and such parties’ delivery of letters of credit outstanding. The Collateral under the Account Control Agreement their respective signatures hereto shall be held by deemed to be its certification thereof); and (j) Agent shall have received from Borrowers all of the Bank as support for the Applicants’ obligations under fees owing pursuant to this Agreement, and shall be in form and substance satisfactory including pursuant to the Bank. Notwithstanding anything to the contrary herein contained, the parties agree that ABC shall be entitled to withdraw from the account any funds in excess of the amount of the letters of credit outstanding from time to timeSection 8(a).

Conditions to Effectiveness. Without limiting or otherwise impairing The obligations of the discretionary nature of this Agreement Lenders (including the Swingline Lender) to make Loans and the Bank’s decision whether or not obligation of each Issuing Bank to issue the Letter any Letters of Credit, this Agreement Credit hereunder shall not become effective upon satisfaction until the date on which each of the following conditions precedent:is satisfied (or waived in accordance with Section 10.2 or otherwise permitted to be satisfied after the Closing Date pursuant to Section 5.16): (a) The Bank Administrative Agent shall have received duly executed originals payment of this Agreementall fees, expenses and other amounts due and payable on or prior to the Closing Date, including, without limitation, reimbursement or payment of all out-of-pocket expenses of the Administrative Agent, the Lead Arrangers and their Affiliates (including reasonable fees, charges and disbursements of one primary counsel to the Administrative Agent, one local counsel in each applicable jurisdiction and any special regulatory counsel) required to be reimbursed or paid by the Borrower hereunder, under any other Loan Document and under any agreement with the Administrative Agent or the Lead Arrangers. (b) The Bank Administrative Agent (or its counsel) shall have received copies, certified by the Secretary or Assistant Secretary of each Applicant (as defined below) of such party’s certificate of incorporation, bylaws and resolutions or actions of such party’s Board of Directors and any other body, if necessary, authorizing the execution of this Agreementfollowing, each Application and each Letter of Credit to which such Applicant is party. (c) The Bank shall have received an incumbency certificate, executed by the Secretary or Assistant Secretary of each Applicant, which shall identify by name and title and bear the signatures of all authorized officers of such party authorized to sign this Agreement, each Application and each Letter of Credit to which such Applicant is party, upon which certificates the Bank shall be entitled to rely. (d) Arkansas Best Corporation (“ABC”) shall execute and deliver to the Bank an Account Control Agreement among ABC, the Bank and Union Bank, N.A., dated as of even date herewith (the “Account Control Agreement”), granting to the Bank a first priority lien and security interest in certain “Collateral” (as defined in the Account Control Agreement), which Collateral shall be in an amount of not less than $the amount of letters of credit outstanding. The Collateral under the Account Control Agreement shall be held by the Bank as support for the Applicants’ obligations under this Agreement, and shall be in form and substance satisfactory to the Bank. Notwithstanding anything Administrative Agent: (i) a counterpart of this Agreement signed by or on behalf of each party hereto or written evidence satisfactory to the contrary herein containedAdministrative Agent (which may include telecopy or email transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party in the form of Exhibit 3.1(b)(ii), attaching and certifying copies of (A) such Loan Party’s articles or certificate of incorporation, formation, organization or limited partnership, or other registered organizational documents, which shall, if a recently certified copy thereof has been received by the Loan Parties from such Secretary of State prior to the Closing Date, be certified as of a recent date by the Secretary of State of the jurisdiction of organization of such Loan Party, (B) such Loan Party’s bylaws, limited liability company agreement or partnership agreement, as applicable, (C) the resolutions of such Loan Party’s board of directors, managers, members, general partner or other equivalent governing body, authorizing the execution, delivery and performance of the Loan Documents to which it is a party, (D) certificates of good standing or existence, as applicable, from the Secretary of State of the jurisdiction of incorporation or organization of such Loan Party and each other jurisdiction where the failure of such Loan Party to be qualified to do business as a foreign company would have a Material Adverse Effect, in each case as of a recent date, and (E) a certificate of incumbency containing the name, title and true signature of each officer of such Loan Party executing the Loan Documents to which such Loan Party is a party; (iii) favorable written opinions of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, counsel to the Loan Parties, and ▇▇▇▇▇ & ▇▇▇▇▇▇ L.L.P., Nevada counsel to the Loan Parties, in each case, addressed to the Administrative Agent, each Issuing Bank and each of the Lenders, and covering such matters relating to the Loan Parties, the parties agree Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request; (iv) a certificate in the form of Exhibit 3.1(b)(iv), dated the Closing Date and signed by a Responsible Officer, certifying that ABC after giving effect to the Related Transactions, (A) no Default or Event of Default has occurred and is continuing on the Closing Date, (B) all representations and warranties of each Loan Party set forth in the Loan Documents are true and correct in all material respects (other than those representations and warranties that are expressly qualified by Material Adverse Effect or other materiality, in which case such representations and warranties shall be entitled true and correct in all respects), (C) since December 31, 2018, there has been no change which has had or could reasonably be expected to withdraw from have a Material Adverse Effect and (D) the account any funds conditions set forth in excess clause (b)(vii) and (xiii) below have been satisfied; (v) a duly executed Notice of Borrowing for each Borrowing on the Closing Date; (vi) a report setting forth the sources and uses of the amount proceeds hereof; (vii) all consents, approvals, authorizations, registrations and filings and orders required to be made or obtained under any Requirement of Law, or by any Contractual Obligation of any Loan Party, in connection with the execution, delivery, performance, validity and enforceability of the letters Loan Documents, the other Related Transaction Documents or any of credit the transactions contemplated thereby, and such consents, approvals, authorizations, registrations, filings and orders shall be in full force and effect and all applicable waiting periods shall have expired, and no investigation or inquiry by any governmental authority regarding the Commitments or any transaction being financed with the proceeds thereof shall be ongoing; (viii) copies of (A) the quarterly financial statements of the Borrower and its Subsidiaries on a combined basis for the Fiscal Quarter ended March 31, 2019 and the Fiscal Quarter ended June 30, 2019, including, in each case, the related statements of income and cash flows, (B) the audited combined financial statements for the Borrower and its Subsidiaries for the Fiscal Year ended December 31, 2018, including in each case the related statements of income, shareholders’ equity and cash flows, (C) a pro forma balance sheet and related pro forma statements of income and cash flows of the Borrower and its Subsidiaries (for the avoidance of doubt, excluding Ensign and its Subsidiaries) as of and for (x) the twelve-month period ending on December 31, 2018 and (y) the twelve-month period ending on the last day of each Fiscal Quarter ending after December 31, 2018 and at least 60 days prior to the Closing Date, in each case, prepared so as to give effect to the Related Transactions as if the Related Transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such other financial statements) and (D) financial projections of the Borrower and its Subsidiaries (for the avoidance of doubt, excluding Ensign and its Subsidiaries) on an annual basis through December 31, 2024; (ix) a duly completed and executed Compliance Certificate, including calculations of the financial covenants set forth in Article VI hereof as of June 30, 2019, calculated on a pro forma basis as if the initial Borrowing(s) had been funded and the Pennant Transaction and the other Related Transactions had occurred, in each case, as of the first day of the relevant period for testing compliance (and setting forth in reasonable detail such calculations); (x) a certificate, dated the Closing Date and signed by the chief financial officer of the Borrower, confirming that the Borrower is, and the Borrower and its Subsidiaries, on a consolidated basis, are, Solvent before and after giving effect to the funding of the initial Borrowing(s) and the consummation of the Pennant Transaction and the other Related Transactions contemplated to occur on the Closing Date; (xi) the Guaranty and Security Agreement, duly executed by the Borrower and each of its Domestic Subsidiaries (other than the Excluded Subsidiaries), together with (A) UCC financing statements and other applicable documents under the laws of all necessary or appropriate jurisdictions with respect to the perfection of the Liens granted under the Guaranty and Security Agreement, as requested by the Administrative Agent in order to perfect such Liens, duly authorized by the Loan Parties, (B) copies of favorable UCC, tax and judgment lien search reports in all necessary or appropriate jurisdictions, as requested by the Administrative Agent, indicating that there are no prior Liens on any of the Collateral other than Permitted Encumbrances and other Liens permitted under Section 7.2 and Liens to be released on the Closing Date, (C) a Perfection Certificate, duly completed and executed by the Borrower, (D) duly executed Patent Security Agreements, Trademark Security Agreements and Copyright Security Agreements, (E) original certificates evidencing all issued and outstanding shares of Capital Stock of all Subsidiaries (other than the Excluded Subsidiaries) owned directly by any Loan Party; provided that, in the case of Capital Stock of any Foreign Subsidiary that is a CFC and Capital Stock of any Pass-Through Foreign Holdco, such original certificates shall be limited to 65% of the issued and outstanding voting Capital Stock and 100% of the issued and outstanding non-voting Capital Stock of such Foreign Subsidiary or such Pass-Through Foreign Holdco, as applicable, (F) stock or membership interest powers or other appropriate instruments of transfer executed in blank and (G) a master intercompany promissory note duly executed by the Borrower and its Subsidiaries; (xii) certificates of insurance, in form and detail acceptable to the Administrative Agent, describing the types and amounts of insurance (property and liability) maintained by any of the Loan Parties, in each case naming the Administrative Agent as loss payee or additional insured, as the case may be, together with endorsements in form and substance reasonably satisfactory to the Administrative Agent; (xiii) evidence that (A) Ensign has declared the dividend or distribution constituting the Pennant Transaction and (B) the Pennant Transaction has been consummated or will be consummated substantially concurrently with the effectiveness of this Agreement on the Closing Date, in each case, in form and substance satisfactory to the Administrative Agent; (xiv) at least three (3) days prior to the Closing Date, (A) all documentation and other information with respect to the Borrower and each other Loan Party that the Administrative Agent or any Lender reasonably determines is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the Patriot Act and the Beneficial Ownership Regulation, to the extent reasonably requested by the Administrative Agent at least ten (10) days before the Closing Date, and (B) if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to the Borrower; and (xv) an executed payoff or release letter, executed by the administrative agent under the Ensign Credit Agreement, together with (a) UCC-3 or other appropriate termination statements releasing all Liens of the administrative agent and lenders under the Ensign Credit Agreement and related loan documents upon any of the personal property of the Borrower and its Subsidiaries granted pursuant thereto and (b) any other releases, terminations or other documents reasonably required by the Administrative Agent to evidence the release of the Borrower and its Subsidiaries from time their respective obligations under the Ensign Credit Agreement and related loan documents, in each case of the foregoing, in form and substance reasonably satisfactory to timethe Administrative Agent (such documents, and the release of the Borrower and its Subsidiaries pursuant thereto, the “Closing Date Release”). Without limiting the generality of the provisions of this Section, for purposes of determining compliance with the conditions specified in this Section, each Lender that has signed this Credit Agreement shall be deemed to have consented to, approved of, accepted or been satisfied with each document or other matter required thereunder to be consented to, approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions to Effectiveness. Without limiting or otherwise impairing the discretionary nature of this Agreement and the Bank’s decision whether or not to issue the Letter of Credit, this This Agreement shall not become effective upon satisfaction until the date on which each of the following conditions precedent:is satisfied (or waived in accordance with Section 10.2): (a) The Bank Administrative Agent shall have received duly executed originals payment of this Agreementall fees, expenses and other amounts due and payable on or prior to the Closing Date, including, without limitation, reimbursement or payment of all out-of-pocket expenses of the Administrative Agent, the Arranger and their Affiliates (including reasonable fees, charges and disbursements of one firm of outside counsel for the Administrative Agent, and, if necessary, of a single firm of local counsel in each appropriate jurisdiction (which may include a single firm of special counsel acting in multiple jurisdictions) to the Administrative Agent) required to be reimbursed or paid by the Borrower hereunder, under any other Loan Document and under any agreement with the Administrative Agent or the Arranger (including the Fee Letters). (b) The Bank Administrative Agent (or its counsel) shall have received copies, certified by the Secretary or Assistant Secretary of each Applicant (as defined below) of such party’s certificate of incorporation, bylaws and resolutions or actions of such party’s Board of Directors and any other body, if necessary, authorizing the execution of this Agreementfollowing, each Application and each Letter of Credit to which such Applicant is party. (c) The Bank shall have received an incumbency certificate, executed by the Secretary or Assistant Secretary of each Applicant, which shall identify by name and title and bear the signatures of all authorized officers of such party authorized to sign this Agreement, each Application and each Letter of Credit to which such Applicant is party, upon which certificates the Bank shall be entitled to rely. (d) Arkansas Best Corporation (“ABC”) shall execute and deliver to the Bank an Account Control Agreement among ABC, the Bank and Union Bank, N.A., dated as of even date herewith (the “Account Control Agreement”), granting to the Bank a first priority lien and security interest in certain “Collateral” (as defined in the Account Control Agreement), which Collateral shall be in an amount of not less than $the amount of letters of credit outstanding. The Collateral under the Account Control Agreement shall be held by the Bank as support for the Applicants’ obligations under this Agreement, and shall be in form and substance satisfactory to the Bank. Notwithstanding anything Administrative Agent: (i) a counterpart of this Agreement signed by or on behalf of each party hereto or written evidence satisfactory to the contrary herein containedAdministrative Agent (which may include facsimile transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party in the form of Exhibit 3.1(b)(ii), attaching and certifying copies of (x) its bylaws, or partnership agreement or limited liability company agreement (or certifying that its bylaws, or partnership agreement or limited liability company agreement have not been amended, restated or otherwise modified since the Original Closing Date), (y) its articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents of such Loan Party (or certifying that its articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents have not been amended, restated or otherwise modified since the Original Closing Date), and (z) the resolutions of its board of directors or other equivalent governing body, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of the Loan Documents to which it is a party and certifying the name, title and true signature of each officer of such Loan Party executing the Loan Documents to which it is a party; (iii) certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of organization of each Loan Party; (iv) written opinions of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP and Squire ▇▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each of the Lenders, and covering such matters relating to the Loan Parties, the parties agree Loan Documents and the transactions contemplated therein as the Administrative Agent shall reasonably request (which opinions will expressly permit reliance by permitted successors and assigns of the Administrative Agent and the Lenders); (v) a certificate in the form of Exhibit 3.1(b)(v), dated the Closing Date and signed by a Responsible Officer, certifying that ABC immediately after giving effect to consummation of the transactions contemplated to occur on the Closing Date, including consummation of the transactions contemplated hereby and under the Note Purchase Agreement, (A) no Default or Event of Default exists or will result therefrom, (B) all representations and warranties of each Loan Party set forth in the Loan Documents are true and correct in all material respects (other than those representations and warranties that are expressly qualified by “Material Adverse Effect” or other materiality, which representations and warranties shall be entitled to withdraw from true and correct in all respects), (C) since the account any funds in excess date of the amount financial statements of the letters Borrower described in Section 4.4, there shall have been no change which has had or could reasonably be expected to have a Material Adverse Effect and (D) (x) the Liquidity of credit outstanding the Borrower and the Guarantors shall be no less than $250,000,000 and (y) the Statutory Surplus of RIC is not less than $100,000,000; (vi) [reserved]; (vii) certified copies of all consents, approvals, authorizations, registrations and filings and orders required to be made or obtained under any Requirement of Law, or by any Material Agreement of any Loan Party, in connection with the execution, delivery, performance, validity and enforceability of the Loan Documents or any of the transactions contemplated hereby or thereby, and such consents, approvals, authorizations, registrations, filings and orders shall be in full force and effect and all applicable waiting periods shall have expired, and no investigation or inquiry by any Governmental Authority regarding the Term Loans shall be ongoing; (viii) [reserved]; (ix) a duly completed and executed Compliance Certificate, including calculations of the financial covenants set forth in Article VI hereof as of September 30, 2019, calculated on a pro forma basis as if the NPA Financing had been consummated as of the first day of the relevant period for testing compliance (and setting forth in reasonable detail such calculations); (x) evidence that (a) the Note Purchase Agreement shall have been executed and delivered by the parties thereto on terms and conditions acceptable to the Administrative Agent and (b) the NPA Notes shall have been issued by the Borrower in accordance with the terms of the Note Purchase Agreement; (xi) the Reaffirmation Agreement, duly executed by the Loan Parties and in form and substance reasonably satisfactory to the Administrative Agent; (xii) the Intercreditor Agreement, in form and substance satisfactory to the Administrative Agent, duly executed by each of the parties thereto; (xiii) [reserved]; (xiv) a certificate, dated the Closing Date and signed by a Responsible Officer of the Borrower, confirming that the Loan Parties and their Subsidiaries, taken as a whole, are Solvent immediately after giving effect to the consummation of the transactions contemplated to occur on the Closing Date; (xv) copies of all Material Agreements listed on Schedule 3.1(b)(xv) that were not been provided in connection with the Existing Credit Agreement; (xvi) the Escrow Agreements together with evidence that the Borrower shall have remitted $24,937,500.00 to the Escrow Agent in connection therewith; and (xvii) delivery of such other documents, certificates, information or legal opinions as the Administrative Agent or any Lender shall have reasonably requested prior to the Closing Date. Without limiting the generality of the provisions of this Section, for purposes of determining compliance with the conditions specified in this Section, each Lender that has signed this Agreement shall be deemed to have consented to, approved of, accepted or been satisfied with each document or other matter required thereunder to be consented to, approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from time such Lender prior to timethe proposed Closing Date specifying its objection thereto.

Conditions to Effectiveness. Without limiting or otherwise impairing This Amendment shall be effective on the discretionary nature of this Agreement and date (the Bank’s decision whether or not to issue the Letter of Credit, this Agreement shall become effective upon satisfaction of “Third Amendment Effective Date”) when the following conditions precedentshall have occurred: (a) The Bank Agent shall have received each of the following documents, each of which shall be reasonably satisfactory to the Agent in form and substance: (i) from each Loan Party and the Required Lenders, executed counterparts of this Amendment, signed on behalf of such party or written evidence satisfactory to the Agent (which may include telecopy transmission of a signed signature page to this Amendment) that such party has signed a counterpart of this Amendment; (ii) counterparts to the attached Consent and Acknowledgment of Subsidiary Loan Parties, duly executed originals by each Subsidiary Loan Party; (iii) the Fee Letter, dated as of this Agreementthe date hereof, by and between the Borrower and the Agent; and (iv) such other documents as the Agent or any Lender (acting through the Agent) may reasonably request on or before the date falling three (3) days prior to the Third Amendment Effective Date. (b) The Bank PA Newco shall have received copiesdelivered each of the following to the Agent, certified each of which shall be satisfactory to the Agent in form and substance: (i) an executed Joinder Agreement whereby PA Newco agrees to become a Borrower and a Grantor for all purposes under the Credit Agreement and the other Financing Documents and grants a security interest in favor of the Agent in all Collateral in accordance with the Financing Documents; (ii) each UCC financing statement required by the Secretary Financing Documents or Assistant Secretary under law or reasonably requested by the Agent to be filed, registered or recorded in order to create in favor of each Applicant the Agent a perfected Lien on the personal property Collateral of PA Newco; and (iii) an amendment to the Pennsylvania Mortgage to the extent required to reflect the ownership of the real property subject thereto by PA Newco and such other documents in connection therewith as defined below) of such party’s certificate of incorporation, bylaws and resolutions or actions of such party’s Board of Directors and any other body, if necessary, authorizing the execution of this Agreement, each Application and each Letter of Credit to which such Applicant is partyAgent shall require. (c) The Bank Agent shall have received an incumbency certificate, a fully executed by copy of the Secretary or Assistant Secretary of each ApplicantLeucadia Purchase Agreement, which shall identify by name be, in form and title substance, satisfactory to the Agent and bear the signatures transactions contemplated thereby shall have been consummated in accordance with the terms of all authorized officers the Leucadia Purchase Agreement without waiver or amendment of any term or condition thereof that would reasonably be expected to be adverse to the interests of the Lenders in any material respect without the prior consent of the Agent (such party authorized consent not to sign this Agreement, each Application and each Letter of Credit to which such Applicant is party, upon which certificates the Bank shall be entitled to relyunreasonably withheld or delayed). (d) Arkansas Best Corporation (“ABC”) PA Newco and each Loan Party shall execute and deliver have delivered to the Bank an Account Control Agreement among ABC, the Bank and Union Bank, N.A., dated as of even date herewith Agent a secretary’s certificate (the “Account Control Agreement”), granting or substantively similar document reasonably acceptable to the Bank a first priority lien Agent) which shall include, either directly or by incorporated attachments, (a) certifications as to the incumbency of PA Newco’s or such Loan Party’s officers, together with specimen signatures of those officers who will have the authority to execute documents on behalf of PA Newco or such Loan Party, respectively and security interest (b) true and complete copies of (i) PA Newco’s or such Loan Party’s articles or certificate of incorporation, organization, or formation; (ii) PA Newco’s or such Loan Party’s bylaws, operating agreement, partnership agreement or other organizational documents; (iii) resolutions of the appropriate governing body or board authorizing the transactions contemplated herein and (iv) good standing certificates from the jurisdiction of organization of PA Newco and each Loan Party. (e) The Agent shall have received the favorable, written opinion of counsel to the Loan Parties and PA Newco, as well as any relevant local counsel to the Loan Parties, as to PA Newco’s and each of the Loan Parties’ status and the legal and binding effect of the transactions contemplated by this Amendment and any of the other Loan Documents executed in certain “Collateral” connection herewith. (as defined f) The Borrower shall have paid to the Agent for the benefit of each Lender that provides its executed signature page to this Amendment no later than November 14, 2011, an amendment fee equal to 0.10% of such Lender’s Commitment, which shall be fully earned and nonrefundable on the date hereof. (g) The representations and warranties of the Loan Parties set forth in Section 4 of this Amendment shall be true and correct in all material respects. (h) No Default or Matured Default shall have occurred and be continuing or shall exist. (i) The Agent shall have received the amounts separately agreed upon in the Account Control Agreement)Fee Letter described in Section 5(a)(iii) of this Amendment. (j) The Borrower shall have paid all reasonable and documented fees and expenses of Agent’s counsel, Fulbright & ▇▇▇▇▇▇▇▇ L.L.P., which Collateral are then due and owing and for which an invoice shall be in an amount of not less than $the amount of letters of credit outstanding. The Collateral under the Account Control Agreement shall be held by the Bank as support for the Applicants’ obligations under this Agreement, and shall be in form and substance satisfactory to the Bank. Notwithstanding anything to the contrary herein contained, the parties agree that ABC shall be entitled to withdraw from the account any funds in excess of the amount of the letters of credit outstanding from time to timehave been received.

Conditions to Effectiveness. Without limiting or otherwise impairing the discretionary nature of this Agreement and the Bank’s decision whether or not to issue the Letter of Credit, this Agreement This Amendment shall become effective upon satisfaction on the date (the “Amendment Effective Date”) that each of the following conditions precedentprecedent has been fulfilled as determined by the Agent: (a) The Bank This Amendment shall have been duly executed and delivered by Holdings, the Borrowers, the L/C Lenders parties hereto, the Agent and the Issuing Bank, and the Agent shall have received duly executed originals counterparts hereof that, when taken together, bear the signatures of this Agreementeach of the other parties hereto. (b) The Bank shall have received copies, certified by Agent’s receipt of the Secretary or Assistant Secretary of each Applicant (as defined below) of such party’s certificate of incorporation, bylaws and resolutions or actions of such party’s Board of Directors and any other body, if necessary, authorizing the execution of this Agreementfollowing, each Application and of which shall be originals or pdf copies (followed promptly by originals) unless otherwise specified, each Letter of Credit to which such Applicant is party. (c) The Bank shall have received an incumbency certificate, properly executed by an Authorized Officer of the Secretary or Assistant Secretary of each Applicant, which shall identify by name and title and bear the signatures of all authorized officers of such party authorized to sign this Agreementsigning Loan Party, each Application and each Letter of Credit to which such Applicant is party, upon which certificates the Bank shall be entitled to rely. (d) Arkansas Best Corporation (“ABC”) shall execute and deliver to the Bank an Account Control Agreement among ABC, the Bank and Union Bank, N.A., dated as of even date herewith the Amendment Effective Date (the “Account Control Agreement”)or, granting to the Bank a first priority lien and security interest in certain “Collateral” (as defined in the Account Control Agreement)case of certificates of governmental officials, which Collateral shall be in an amount of not less than $a recent date before the amount of letters of credit outstanding. The Collateral under the Account Control Agreement shall be held by the Bank as support for the Applicants’ obligations under this Agreement, Amendment Effective Date) and shall be each in form and substance satisfactory to Agent: i. a reaffirmation agreement (the Bank. Notwithstanding anything “Amendment Reaffirmation Agreement”) reaffirming (i) the guaranty and the liens granted under the Guarantee and Collateral Agreement (as amended prior to the contrary herein containeddate hereof) duly executed and delivered by each Loan Party to the Guarantee and Collateral Agreement and (ii) the liens granted under the Collateral Agreement. ii. such certificates of resolutions or other action, incumbency certificates and/or other certificates of Authorized Officers of each Loan Party as the Agent may reasonably require evidencing (A) the authority of each Loan Party to enter into this Amendment and the other documents or instruments executed or to be executed in connection with this Amendment to which such Loan Party is a party or is to be a party and (B) the identity, authority and capacity of each Authorized Officer thereof authorized to act as an Authorized Officer in connection with this Amendment and such other documents to which such Loan Party is a party or is to be a party; iii. copies of each Loan Party’s organization or other governing documents and such other documents and certifications as the Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing and in good standing in its jurisdiction of organization (or in the case of this clause (iii), a certification by an Authorized Officer of each Loan Party that the applicable organization or other governing documents delivered to the Agent in connection with Amendment No. 2 Effective Date remain in full force and effect and have not been amended, modified, revoked or rescinded since such date); (A) an opinion of (i) in house counsel to the Loan Parties, (ii) Wachtell, Lipton, ▇▇▇▇▇ & ▇▇▇▇ , counsel to the Loan Parties and (iii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ PLLC, local counsel to the Loan Parties organized in the states of Michigan, Texas and Illinois, in each case, addressed to the Agent and each Lender as to such matters as the Agent may reasonably request and (B) [reserved]; v. a certificate signed by an Authorized Officer of Holdings and the Borrowers certifying (A) the conditions specified in this Section 5 have been satisfied or will be substantially simultaneously with the Amendment Effective Date, (B) the representations and warranties and other conditions made by each Loan Party in or pursuant to this Amendment (including Sections 2, 5.c and 5.d hereof) and the other Loan Documents are true and correct on and as of the date hereof in all material respects, before and after giving effect to the Amendment, as though made on and as of such date, except to the extent that (a) such representations or warranties are qualified by a materiality standard, in which case they shall be true and correct in all respects, and (b) such representations or warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date), (C) both immediately before and immediately after giving effect to the Amendment, no event has occurred and is continuing that constitutes a Default or an Event of Default, (D) that no Collateral Coverage Event (as defined in the Indenture for the Existing Second Lien Notes) shall exist as of the date hereof, (E) to the Solvency of the Loan Parties, taken as a whole, as of the Amendment Effective Date after giving effect to the transactions contemplated hereby, and (F) that attached to such certificates are the true and correct executed copies of the Guarantee and Collateral Agreement (as amended) and the Existing Intercreditor Agreement (as amended or amended and restated); vi. results of searches or other evidence reasonably satisfactory to the Agent (in each case dated as of a date reasonably satisfactory to the Agent) indicating the absence of Liens on the assets of the Loan Parties, except for Liens permitted by Section 6.02(a) of the Amended LC Facility Agreement; vii. such other customary certificates, documents or consents as the Agent reasonably may require; and viii. an Existing Agent Acknowledgement and Consent, duly executed by the Existing Agent and Holdings, and the Borrowers. (c) Since February 3, 2018, there shall not have been any event, circumstance or effect that has had or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (d) After giving effect to this Amendment and the transactions contemplated hereunder, Capped Excess Availability shall not be less than $150,000,000. (e) The Borrowers shall have paid all fees, expenses and other amounts due and owing to the Agent, the parties agree Issuing Bank and the L/C Lenders that ABC shall be entitled to withdraw from the account any funds in excess of the amount of the letters of credit outstanding from time to timehave executed this Amendment.

Conditions to Effectiveness. Without limiting or otherwise impairing the discretionary nature of this Agreement and the Bank’s decision whether or not to issue the Letter of Credit, this This Agreement shall not become effective upon satisfaction of until the date on which the Administrative Agent (or its counsel) shall have received the following conditions precedent:(unless waived in accordance with Section 11.3): (a) The Bank Administrative Agent shall have received duly executed originals all fees and other amounts due and payable on or prior to the Closing Date, including reimbursement or payment of this Agreementall reasonable out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Administrative Agent) required to be reimbursed or paid by the Borrower hereunder, for which invoices (including estimated expenses) have been presented to the Borrower no later than two (2) days before the Closing Date. (b) The Bank Administrative Agent (or its counsel) shall have received copiesthe following: (i) a counterpart of this Agreement signed by or on behalf of each party hereto; (ii) a counterpart of the Fee Letter signed by or on behalf of each party thereto; (iii) receipt and review, certified reasonably satisfactory to the Lenders of (A) the annual audited consolidated financial statements of the Guarantor for the Fiscal Year ended March 31, 2016, including the balance sheet, income statement and cash flow statement, audited by independent public accountants of recognized national standing and prepared in conformity with GAAP, and (B) the Secretary or Assistant consolidated financial statements of the Guarantor for the Fiscal Quarter ended June 30, 2016; (iv) a certificate of the Company Secretary of each Applicant (as defined below) the Borrower attaching and certifying copies of such party’s certificate its limited liability company agreement and of incorporation, bylaws and the resolutions or actions of such party’s Board of Directors and any other body, if necessary, its managers authorizing the execution and delivery of this Agreement, each Application and each Letter of Credit the Loan Documents to which such Applicant it is party.a party and performance of its obligations thereunder and certifying the name, title and true signature of each manager of the Borrower executing the Loan Documents to which it is a party and whom is authorized to effect an Exchange Rate Acceptance on behalf of the Borrower; (v) to the extent not delivered under clause (iv) above, a certified copy of the certificate of incorporation of the Borrower and a certificate of good standing in relation to the Borrower from the Registrar of Companies for England and Wales in the form it customarily issues; and (c) The Bank shall Confirmation that the Loan Parties have received an incumbency certificate, executed satisfied all “know your customer” requirements as specified by the Secretary or Assistant Secretary of each Applicant, which shall identify by name and title and bear the signatures of all authorized officers of such party authorized to sign this Agreement, each Application and each Letter of Credit to which such Applicant is party, upon which certificates the Bank shall be entitled to relyFinance Parties. (d) Arkansas Best Corporation (“ABC”) shall execute and deliver to the Bank an Account Control Agreement among ABC, the Bank and Union Bank, N.A., dated as of even date herewith (the “Account Control Agreement”), granting to the Bank a first priority lien and security interest in certain “Collateral” (as defined in the Account Control Agreement), which Collateral shall be in an amount of not less than $the amount of letters of credit outstanding. The Collateral under the Account Control Agreement shall be held by the Bank as support for the Applicants’ obligations under this Agreement, and shall be in form and substance satisfactory to the Bank. Notwithstanding anything to the contrary herein contained, the parties agree that ABC shall be entitled to withdraw from the account any funds in excess of the amount of the letters of credit outstanding from time to time.

Conditions to Effectiveness. Without limiting or otherwise impairing The obligations of Lenders to consummate the discretionary nature transactions contemplated herein and to make any Advance under the Facility, are subject, in each case, to the satisfaction, in the sole judgment of this Agreement and the Bank’s decision whether or not to issue the Letter of CreditLenders, this Agreement shall become effective upon satisfaction of the following conditions precedentfollowing: (a) The Bank Borrower shall have received delivered to Lenders the Loan Documents to which it, Tempus Holdings, LLC or Diamond Resorts Corporation is a party, each duly executed originals by an authorized officer of this Agreement.Borrower or the other parties thereto; (b) The Bank Bankruptcy Court shall have received copiesentered the Interim Financing Order in form and substance acceptable to the Agent in the Bankruptcy Case no later than November 24, certified by the Secretary 2010 and such order shall be in full force and effect and shall not have been vacated, reversed, modified or Assistant Secretary of each Applicant stayed in any respect (as defined below) of such party’s certificate of incorporation, bylaws and resolutions or actions of such party’s Board of Directors and any other bodyand, if necessarysuch order is the subject of a pending appeal, authorizing the execution no further performance of this Agreement, each Application and each Letter any obligation of Credit to which such Applicant is party.any party shall have been stayed pending appeal); (c) The Bank Agent shall have received an incumbency certificate, executed by evidence that Borrower has entered into the Secretary or Assistant Secretary of each Applicant, which shall identify by name and title and bear agreements governing the signatures of all authorized officers of such party authorized to sign this Agreement, each Application and each Letter of Credit to which such Applicant is party, upon which certificates DIP Financing with the Bank shall be entitled to rely.Sellers; (d) Arkansas Best Corporation The Agent shall have received evidence of payment of all fees, charges and expenses payable to Lenders; (“ABC”e) Lenders shall execute have received such consents, approvals and deliver agreements, including, without limitation, any applicable Landlord Waivers and Consents with respect to any and all leases set forth on Schedule 5.4, from such third parties as the Bank an Account Control Agreement among ABC, the Bank Agent and Union Bank, N.A., dated as of even date herewith (the “Account Control Agreement”), granting to the Bank a first priority lien and security interest in certain “Collateral” (as defined in the Account Control Agreement), which Collateral its counsel shall be in an amount of not less than $the amount of letters of credit outstanding. The Collateral under the Account Control Agreement shall be held by the Bank as support for the Applicants’ obligations under this Agreement, and shall be determine are necessary or desirable all in form and substance satisfactory to the Bank. Notwithstanding anything Agent on behalf of the Lenders in their Permitted Discretion, with respect to (i) the Loan Documents and/or the transactions contemplated thereby, (ii) claims against the Borrower or the Collateral, and/or (iii) agreements, documents or instruments to which Borrower is a party or by which any of its properties or assets are bound or subject; (f) Borrower shall be in compliance with Section 6.5, and Lenders shall have received confirmation from Borrower in a form reasonably satisfactory to Lenders that all insurance policies are in effect and that the premiums due and owing with respect thereto have been paid in full and endorsements naming Lenders as loss payee or additional insured, as appropriate; (g) all corporate and other proceedings, documents, instruments and other legal matters in connection with the transactions contemplated by the Loan Documents shall be satisfactory to the contrary herein contained, the parties agree that ABC shall be entitled to withdraw from the account any funds in excess Agent on behalf of the amount Lenders; (h) there shall not have occurred any Material Adverse Change subsequent to November 23, 2010 or any liabilities or obligations of any nature with respect to Borrower which could reasonably be likely to have a Material Adverse Effect; (i) Borrower shall have executed and filed IRS Form 8821 with the appropriate office of the letters Internal Revenue Service; (j) Lenders shall have received such other Loan Documents, certificates or information set forth on the closing checklist attached hereto as Exhibit D (“Closing Checklist”) or as Lenders may reasonably request, all in form and substance reasonably satisfactory to Lenders; (k) Lenders shall have received, reviewed and approved the Budget; and (l) Lenders shall have reviewed all of credit outstanding from time to timethe foregoing deliveries.

Conditions to Effectiveness. Without limiting or otherwise impairing the discretionary nature of this Agreement and the Bank’s decision whether or not to issue the Letter of Credit, this Agreement This Amendment shall become effective upon satisfaction or waiver in full of the following conditions precedent:precedent (the date on which such conditions are satisfied, the "Fourth Amendment Effective Date"): (a) The Bank Both before and immediately after giving effect to this Amendment, (i) the representations and warranties contained in this Amendment and Article V of the Financing Agreement shall be correct on and as of the date of this Amendment as though made on and as of such date (except where such representations and warranties relate to an earlier date in which case such representations and warranties shall be true and correct as of such earlier date); and (ii) no Default or Event of Default shall have received duly executed originals occurred and be continuing on the date of this AgreementAmendment or result from this Amendment becoming effective in accordance with its terms. (b) The Bank Agent shall have received copiesreceived, certified by on or before the Secretary or Assistant Secretary of each Applicant (as defined below) of such party’s certificate of incorporation, bylaws and resolutions or actions of such party’s Board of Directors and any other body, if necessary, authorizing the execution of this AgreementFourth Amendment Effective Date, each Application and each Letter of Credit to which such Applicant is party. (c) The Bank shall have received an incumbency certificatethe following documents, executed by the Secretary or Assistant Secretary of each Applicant, which shall identify by name and title and bear the signatures of all authorized officers of such party authorized to sign this Agreement, each Application and each Letter of Credit to which such Applicant is party, upon which certificates the Bank shall be entitled to rely. (d) Arkansas Best Corporation (“ABC”) shall execute and deliver to the Bank an Account Control Agreement among ABC, the Bank and Union Bank, N.A., dated as of even date herewith (the “Account Control Agreement”), granting to the Bank a first priority lien and security interest in certain “Collateral” (as defined in the Account Control Agreement), which Collateral shall be in an amount of not less than $the amount of letters of credit outstanding. The Collateral under the Account Control Agreement shall be held by the Bank as support for the Applicants’ obligations under this Agreement, and shall be in form and substance satisfactory to the Bank. Notwithstanding anything Agent and dated the Fourth Amendment Effective Date (unless otherwise specified herein or in such document), and all conditions precedent to the contrary herein containedeffectiveness of such documents (where applicable) shall have been satisfied or waived: (i) this Amendment, duly executed by the Loan Parties, the parties agree that ABC shall be entitled to withdraw from Lenders and the account any funds in excess Agent; (ii) a certificate of an Authorized Officer of each Loan Party, certifying the names and true signatures of the amount representatives of such Person authorized to sign each Loan Document to which such Person is or will be a party and the other documents to be executed and delivered by such Person in connection herewith and therewith, together with evidence of the letters incumbency of credit outstanding from time such Authorized Officers; and (iii) a copy of the resolutions of each Loan Party, certified as of the date hereof by an Authorized Officer thereof, authorizing (A) the transactions contemplated hereby, and (B) the execution, delivery and performance by such Person of each Loan Document to timewhich such Person is or will be a party, included as amended hereby or by the documents contemplated hereby, and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewith, and (C) the IPO, and each of the documents contemplated thereby.

Conditions to Effectiveness. Without limiting or otherwise impairing The obligations of the discretionary nature of this Agreement Lenders (including the Swingline Lender) to make Loans and the Bank’s decision whether or not obligation of each Issuing Bank to issue the Letter any Letters of Credit, this Agreement Credit hereunder shall not become effective upon satisfaction until the date on which each of the following conditions precedent:is satisfied (or waived in accordance with Section 10.2 or otherwise permitted to be satisfied after the Closing Date pursuant to Section 5.23): (a) The Bank Administrative Agent shall have received duly executed originals payment of this Agreementall fees, expenses and other amounts due and payable on or prior to the Closing Date, including, without limitation, reimbursement or payment of all reasonable and documented out-of-pocket expenses of the Administrative Agent, the Lead Arrangers and their Affiliates (including reasonable and documented fees, charges and disbursements of one primary counsel to the Administrative Agent, one local counsel in each applicable jurisdiction and any special regulatory counsel) required to be reimbursed or paid by the Borrower hereunder, under any other Loan Document and under any agreement with the Administrative Agent or the Lead Arrangers, in each case, to the extent that a detailed invoice is delivered to the Borrower at least two (2) Business Days prior to the Closing Date. (b) The Bank Administrative Agent (or its counsel) shall have received copiesthe following, certified each to be in form satisfactory to the Administrative Agent: (i) a counterpart of this Agreement signed by or on behalf of each party hereto or written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) a certificate of the Secretary or Assistant Secretary of each Applicant Loan Party in the form of Exhibit 3.1(b)(ii), attaching and certifying copies of (as defined belowA) of such partyLoan Party’s articles or certificate of incorporation, bylaws and resolutions formation, organization or actions limited partnership, or other registered organizational documents, certified as of a recent date by the Secretary of State of the jurisdiction of organization of such partyLoan Party; (B) such Loan Party’s Board bylaws, limited liability company agreement or partnership agreement, as applicable; (C) the resolutions of Directors and any such Loan Party’s board of directors, managers, members, general partner or other equivalent governing body, if necessary, authorizing the execution execution, delivery and performance of this Agreementthe Loan Documents to which it is a party, each Application (D) certificates of good standing or existence, as applicable, from the Secretary of State of the jurisdiction of incorporation or organization of such Loan Party and each Letter other jurisdiction where such Loan Party which owns a Borrowing Base Asset is required to be qualified to do business as a foreign company, in each case as of Credit a recent date, and (E) a certificate of incumbency containing the name, title and true signature of each officer of such Loan Party executing the Loan Documents to which such Applicant Loan Party is a party.; (ciii) The favorable written opinions of (A) ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ LLP, counsel to the Loan Parties; and (B) DLA Piper LLP, a Maryland counsel to the Loan Parties, and (C) Albright, Stoddard, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, Nevada counsel to the Loan Parties, each addressed to the Administrative Agent, the Issuing Bank and each of the Lenders, and covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request; (iv) a certificate in the form of Exhibit 3.1(b)(iv), dated the Closing Date and signed by a Responsible Officer, certifying that after giving effect to the transactions contemplated hereby, (A) no Default or Event of Default has occurred and is continuing on the Closing Date, (B) all representations and warranties of each Loan Party set forth in the Loan Documents are true and correct in all material respects (other than those representations and warranties that are expressly qualified by Material Adverse Effect or other materiality, in which case such representations and warranties shall be true and correct in all respects), (C) since March 31, 2015, there has been no change which has had or could reasonably be expected to have a Material Adverse Effect and (D) the condition set forth in clauses (b)(vi) and (b)(vii) below has been satisfied; (v) all material consents, approvals, authorizations, registrations and filings and orders required to be made or obtained under any Requirement of Law, or by any Material Indebtedness of any Loan Party, in each case, as of the Closing Date, in connection with the execution, delivery, performance, validity and enforceability of the Loan Documents or any of the transactions contemplated thereby shall have received an incumbency certificate, executed by the Secretary or Assistant Secretary of each Applicant, which shall identify by name been obtained and title and bear the signatures of all authorized officers of such party authorized to sign this Agreement, each Application and each Letter of Credit to which such Applicant is party, upon which certificates the Bank shall be entitled to rely. (d) Arkansas Best Corporation (“ABC”) shall execute and deliver to the Bank an Account Control Agreement among ABC, the Bank and Union Bank, N.A., dated as of even date herewith (the “Account Control Agreement”), granting to the Bank a first priority lien and security interest in certain “Collateral” (as defined in the Account Control Agreement), which Collateral shall be in an amount of not less than $full force and effect and all applicable waiting periods shall have expired, and no investigation or inquiry by any governmental authority regarding the amount of letters of credit outstanding. The Collateral under Commitments or any transaction being financed with the Account Control Agreement proceeds thereof shall be held ongoing; (vi) copies of (A) pro forma consolidated financial statements for the REIT Guarantor and its Subsidiaries for the fiscal year ended December 31, 2014, including in each case the related statements of income, shareholders’ equity and cash flows, in form and substance reasonably satisfactory to the Lead Arrangers; and (B) financial projections on a quarterly basis for the Fiscal Year ending December 31, 2015 and annually thereafter through December 31, 2018; (vii) a duly completed and executed Compliance Certificate, including calculations of the financial covenants set forth in Article VI hereof as of March 31, 2015, calculated on a pro forma basis after giving effect to the transactions contemplated hereby as if the same had occurred as of the first day of the four (4) Fiscal Quarter period ending on March 31, 2015 (and setting forth in reasonable detail such calculations); (viii) a certificate, dated the Closing Date and signed by the Bank chief financial officer of the REIT Guarantor and the Borrower confirming that after giving effect to the execution and delivery of the Loan Documents and the consummation of the transactions contemplated hereby, each of (A) the REIT Guarantor, (B) the Borrower and (C) the Loan Parties and their Subsidiaries, on a consolidated basis, are Solvent; (ix) copies of UCC, tax and judgment lien search reports in all necessary jurisdictions of the Loan Parties, as support for requested by the Applicants’ obligations under this AgreementAdministrative Agent, indicating that there are no existing Liens with respect to the Loan Parties other than Permitted Encumbrances, Liens set forth on Schedule 7.2 and shall Liens to be released on the Closing Date; (x) copies of a duly executed payoff letter, in form and substance satisfactory to the Bank. Notwithstanding anything Administrative Agent, executed by the administrative agent under the Existing Credit Agreement, together with (a) UCC-3 or other appropriate termination statements, mortgage discharges and terminations, in each case in form and substance satisfactory to the contrary herein containedAdministrative Agent, releasing all liens of the parties agree lenders under the Existing Credit Agreement upon any of the personal property of the Borrower and its Subsidiaries granted pursuant to the Existing Credit Agreement and related financing documents, (b) cancellations and releases, in form and substance satisfactory to the Administrative Agent, releasing all liens of the lenders under the Existing Credit Agreement upon any of the Real Estate of the Borrower and its Subsidiaries granted pursuant to the Existing Credit Agreement and related financing documents, and (c) any other releases, terminations or other documents reasonably required by the Administrative Agent to evidence the payoff of Indebtedness owed to the lenders issued or incurred pursuant to the Existing Credit Agreement and related financing documents; (xi) [Reserved]; (xii) each of the Borrowing Base Asset Deliverables with respect to each Real Property Asset listed on Part I of Schedule 4.18; and (xiii) a Borrowing Base Certificate, dated as of the Closing Date and signed by a Responsible Officer of the Borrower or the REIT Guarantor, substantially in the form of Exhibit B; and (xiv) at least three (3) days prior to the Closing Date, all documentation and other information with respect to the Borrower and each other Loan Party that ABC the Administrative Agent or any Lender reasonably determines is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation the Patriot Act, to the extent reasonably requested by the Administrative Agent at least ten (10) days before the Closing Date. Without limiting the generality of the provisions of this Section, for purposes of determining compliance with the conditions specified in this Section, each Lender that has signed this Credit Agreement shall be entitled deemed to withdraw have consented to, approved of, accepted or been satisfied with each document or other matter required thereunder to be consented to, approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the account any funds in excess of the amount of the letters of credit outstanding from time to timeproposed Closing Date specifying its objection thereto.

Conditions to Effectiveness. Without limiting or otherwise impairing the discretionary nature of this Agreement and the Bank’s decision whether or not to issue the Letter of Credit, this Agreement This Amendment shall become effective upon satisfaction of the following conditions precedentwhen, and only when and if: (a) The Bank the Administrative Agent (or its counsel) shall have received duly executed originals from (A) Lenders constituting (i) the Requisite Lenders and (ii) those Term B Lenders representing the entire amount of the Additional Term B Loan Commitment and (B) each of the other parties hereto, either (i) a counterpart of this Agreement.Amendment signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this Amendment; (b) The Bank shall have received copies, certified by the Secretary or Assistant Secretary of each Applicant (as defined below) of such party’s certificate of incorporation, bylaws representations and resolutions or actions of such party’s Board of Directors warranties set forth in Section 4 hereof are true and any other body, if necessary, authorizing the execution of this Agreement, each Application and each Letter of Credit to which such Applicant is party.correct in all material respects; (c) The Bank shall have received Borrower has paid the Administrative Agent (i) for the account of the Lenders, an incumbency certificate, executed amount equal to 0.125% of the aggregate principal amount of the Loans held by the Secretary or Assistant Secretary Lenders who provide a consent (but not with respect to any Additional Term B Commitment) and (ii) all reasonable costs and expenses of each Applicantthe Administrative Agent in connection with the preparation, which shall identify by name execution and title delivery of this Amendment other instruments and bear documents to be delivered hereunder, if any (including, without limitation, the signatures reasonable fees and expenses of all authorized officers Cahill Gordon & Reindel LL▇, ▇▇▇▇▇▇▇ ▇▇ th▇ ▇▇▇▇▇istrative Agent) in accordance with the terms of such party authorized to sign this Section 11.03 of the Credit Agreement, each Application and each Letter of Credit to which such Applicant is party, upon which certificates the Bank shall be entitled to rely.; (d) Arkansas Best Corporation (“ABC”) Borrower shall execute and deliver to have paid the Bank an Account Control Agreement among ABC, the Bank and Union Bank, N.A., dated as of even date herewith (the “Account Control Agreement”), granting to the Bank a first priority lien and security interest in certain “Collateral” (as defined fees set forth in the Account Control Agreement)arrangement letter related to this Amendment. (e) all corporate and other proceedings taken or to be taken in connection with this Amendment and all documents incidental thereto, which Collateral whether or not referred to herein, shall be in an amount of not less than $the amount of letters of credit outstanding. The Collateral under the Account Control Agreement shall be held by the Bank as support for the Applicants’ obligations under this Agreement, and shall be reasonably satisfactory in form and substance satisfactory to the Bank. Notwithstanding anything Administrative Agent; (f) after giving effect to the contrary herein containedAmendment, no Default or Event of Default has occurred and is continuing; (g) the parties agree that ABC Borrower shall be entitled to withdraw have received at least $7.0 million of gross proceeds from the account issuance of Additional Subordinated Notes; and (h) the Borrower shall deliver any funds in excess of other certificates or documentation the amount of the letters of credit outstanding from time to timeAdministrative Agent may reasonably request.

Conditions to Effectiveness. Without limiting or otherwise impairing The obligations of the discretionary nature of this Agreement and the Bank’s decision whether or Lenders to make Loans hereunder shall not to issue the Letter of Credit, this Agreement shall become effective upon satisfaction until the date on which each of the following conditions precedent:is satisfied (or waived in accordance with Section 9.2). (a) The Bank Administrative Agent and the Joint Lead Arrangers shall have received duly executed originals all fees and other amounts due and payable on or prior to the Closing Date, including reimbursement or payment of this Agreementall out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Administrative Agent) required to be reimbursed or paid by the Borrower hereunder, under any other Credit Document and under any agreement with the Administrative Agent or the Joint Lead Arrangers. (b) The Bank Administrative Agent (or its counsel) shall have received copiesthe following: (i) a counterpart of this Agreement signed by or on behalf of each party hereto or written evidence satisfactory to the Administrative Agent (which may include telecopy or .pdf transmission of an executed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) evidence that (A) the Borrower has delivered notice of its termination of commitments under the Existing Revolving Credit Agreements to the Administrative Agent three Business Days prior to the Closing Date, certified by (B) all amounts outstanding under the Existing Revolving Credit Agreements have been paid (including, without limitation, principal, interest and fees), or will be repaid substantially concurrently with the closing of this Agreement, and (C) the “commitments” of the lenders under the Existing Revolving Credit Agreements have been terminated or will be terminated substantially concurrently with the closing of this Agreement; (iii) a certificate of the Secretary or Assistant Secretary of each Applicant (as defined below) the Borrower in the form of such party’s certificate Exhibit 3.1(b)(iii), attaching and certifying copies of incorporation, its bylaws and of the resolutions or actions of such party’s Board its boards of Directors and any other body, if necessarydirectors, authorizing the execution execution, delivery and performance of this Agreementthe Credit Documents and certifying the name, title and true signature of each Application officer of the Borrower executing the Credit Documents; (iv) certified copies of the articles or certificate of incorporation of the Borrower, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdictions of organization of the Borrower; (v) a favorable written opinion of inside or outside counsel to the Borrower, addressed to the Administrative Agent and each Letter of the Lenders, and covering such matters relating to the Borrower, the Credit Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request; (vi) a certificate in the form of Exhibit 3.1(b)(vi), dated the Closing Date and signed by a Financial Officer, certifying that (A) no Default or Event of Default exists, (B) all representations and warranties of the Borrower set forth in the Credit Documents are true and correct in all material respects and (C) since September 30, 2023, there shall have been no material adverse change in the business, condition (financial or otherwise), operations, liabilities (contingent or otherwise), properties or prospects of the Borrower and its subsidiaries taken as a whole; (vii) if a Borrowing will be made on the Closing Date, a duly executed Notice of Borrowing and a duly executed funds disbursement agreement, together with a report setting forth the sources and uses of the proceeds hereof; (viii) [Reserved.]; (ix) copies of (A) the quarterly financial statements of the Borrower and its Subsidiaries on a consolidated basis for the fiscal quarter ending on December 31, 2023 and (B) the audited consolidated financial statements for the Borrower and its Subsidiaries for the fiscal year ending September 30, 2023 (it being agreed that this clause (ix) is satisfied by the Borrower’s filings with the Securities and Exchange Commission prior to which the date hereof); and (x) such Applicant is partyother documents, certificates or information as the Joint Lead Arrangers may reasonably request, all in form and substance reasonably satisfactory to the Joint Lead Arrangers. (c) The Bank To the extent requested by the Administrative Agent in writing not less than five (5) Business Days prior to the Closing Date, the Administrative Agent shall have received an incumbency certificatereceived, executed not later than two (2) calendar days prior to the Closing Date, all documentation and other information with respect to the Borrower that the Administrative Agent reasonably believes is required by regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including without limitation the Secretary or Assistant Secretary of each Applicant, which shall identify by name and title and bear the signatures of all authorized officers of such party authorized to sign this Agreement, each Application and each Letter of Credit to which such Applicant is party, upon which certificates the Bank shall be entitled to relyPatriot Act (as defined below). (d) Arkansas Best Corporation At least five (“ABC”5) shall execute and deliver days prior to the Bank an Account Control Agreement among ABCClosing Date, to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Bank and Union Bank, N.A., dated as of even date herewith (the “Account Control Agreement”), granting Borrower shall deliver a Beneficial Ownership Certification in relation to the Bank a first priority lien and security interest in certain “Collateral” (as defined in the Account Control Agreement), which Collateral shall be in an amount of not less than $the amount of letters of credit outstanding. The Collateral under the Account Control Agreement shall be held by the Bank as support for the Applicants’ obligations under this Agreement, and shall be in form and substance satisfactory to the Bank. Notwithstanding anything to the contrary herein contained, the parties agree that ABC shall be entitled to withdraw from the account any funds in excess of the amount of the letters of credit outstanding from time to timeBorrower.

Conditions to Effectiveness. Without limiting or otherwise impairing the discretionary nature of this Agreement and the Bank’s decision whether or not to issue the Letter of Credit, this Agreement This Amendment shall become effective on the date hereof (such date, the “Amendment No. 1 Effective Date”) upon satisfaction (or, with respect to Sections 4(a)(ii) and (iii) only, waiver by the Administrative Agent) of each of the following conditions precedentconditions: (a) The Bank Administrative Agent shall have received duly executed originals the following, each of which shall be originals, facsimiles or copies in .pdf form by electronic mail (followed promptly by originals): (i) counterpart signature pages to this AgreementAmendment from each Borrower, each Refinancing Revolving Credit Lender, each Incremental Revolving Credit Lender, the L/C Issuer, the Swing Line Lender, and the Administrative Agent; (ii) a customary opinion from Ropes & ▇▇▇▇ LLP, counsel to the Loan Parties, dated the Amendment No. 1 Effective Date and addressed to the Administrative Agent and each Lender party to this Amendment; (iii) such certificates of good standing or status (to the extent that such concepts exist) from the applicable secretary of state (or equivalent authority) of the jurisdiction of organization of each Loan Party, a certificate of customary resolutions or other customary action of each Borrower, a customary certificate of a Responsible Officer of each Borrower and an incumbency certificate of each Borrower evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents to which such Borrower is a party or is to be a party on the Amendment No. 1 Effective Date. (b) The Bank Immediately before and immediately after giving effect to this Amendment, no Default or Event of Default shall have received copies, certified by the Secretary or Assistant Secretary of each Applicant (as defined below) of such party’s certificate of incorporation, bylaws occurred and resolutions or actions of such party’s Board of Directors and any other body, if necessary, authorizing the execution of this Agreement, each Application and each Letter of Credit to which such Applicant is partybe continuing. (c) The Bank shall have received an incumbency certificateImmediately before and immediately after giving effect to this Amendment, executed by the Secretary or Assistant Secretary representations and warranties of each ApplicantLoan Party set forth in Article 5 of the Credit Agreement and in each other Loan Document shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects as so qualified), except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall identify by name be true and title and bear the signatures of correct in all authorized officers material respects (or in all respects if qualified as to “materiality” or “Material Adverse Effect”) as of such party authorized to sign this Agreement, each Application and each Letter of Credit to which such Applicant is party, upon which certificates the Bank shall be entitled to relyearlier date. (d) Arkansas Best Corporation (“ABC”) The Administrative Agent shall execute and deliver have received payment of all expenses required to be paid or reimbursed by any Borrower under or in connection with this Amendment in accordance with Section 12, in each case, to the Bank an Account Control Agreement among ABC, the Bank and Union Bank, N.A., dated as of even date herewith (the “Account Control Agreement”), granting extent invoiced in reasonable detail prior to the Bank a first priority lien and security interest in certain “Collateral” date hereof. (as defined in e) The Borrowers shall have paid, or caused to be paid, to the Account Control Agreement)Administrative Agent, which Collateral shall be in an for the ratable benefit of the Existing Revolving Credit Lenders, (i) the principal amount of not less than $all outstanding Existing Revolving Credit Loans, (ii) all accrued and unpaid interest with respect to the amount Existing Revolving Credit Loans, (iii) all accrued and unpaid fees under Section 2.03(h) of letters the Credit Agreement and (iv) all accrued and unpaid fees under Section 2.09(a) of credit outstanding. the Credit Agreement. (f) The Collateral under Administrative Agent shall have received with respect to each Mortgaged Property: (i) a completed “life-of-loan” Federal Emergency Management Agency flood hazard determination, and (ii) if any improved portion of the Account Control Agreement shall be held Mortgaged Property is located in a special flood hazard area, (x) a notice about Special Flood Hazard Area status and flood disaster assistance duly executed by the Bank Parent Borrower and (y) evidence of flood insurance as support for the Applicants’ obligations under this Agreement, and shall be in form and substance satisfactory to the Bank. Notwithstanding anything to the contrary herein contained, the parties agree that ABC shall be entitled to withdraw from the account any funds in excess required by Section 6.07(c) of the amount of the letters of credit outstanding from time to timeCredit Agreement.

Conditions to Effectiveness. Without limiting This Agreement shall become effective on the date (the “Incremental 2012 Term Effective Date”) that is the first Business Day on which the following conditions are satisfied or otherwise impairing waived (provided that Section 2 hereof may be modified to make ministerial changes to reflect the discretionary nature completion of the Incremental 2012 Term Effective Date in a manner as reasonably agreed between the Borrower and the Administrative Agent): (a) the Administrative Agent shall have received executed signature pages to this Amendment from US Holdings, the Borrower, each other Credit Party that is party to a Credit Document and Citibank, N.A., in its capacity as Administrative Agent and Collateral Agent; (b) each of the conditions to effectiveness of the December 2012 Extension Amendment shall have been satisfied except with respect to the payment of the Extension Fee set forth therein; (c) the Administrative Agent shall have received (A) a certificate of an Authorized Officer of each Credit Party attaching (x) a copy of the resolutions, in form and substance reasonably satisfactory to the Administrative Agent, of the board of directors, other managers or general partner of each Credit Party (or a duly authorized committee thereof) authorizing the execution, delivery and performance of this Agreement and the Bank’s decision whether or not to issue December 2012 Extension Amendment and the Letter performance of Creditthe Credit Agreement and the other Credit Documents, in each case as modified by this Agreement shall become effective upon satisfaction and the December 2012 Extension Amendment, (y) true and complete copies of the following conditions precedent: Organizational Documents of the Credit Parties (awhich may be incorporated by reference into such certificate to the extent the same are publicly available on the SEC’s website at ▇▇▇.▇▇▇.▇▇▇ in filings identified in such certificate), in each case certified as of the Incremental 2012 Term Effective Date by such Authorized Officer as being in full force and effect without modification or amendment, (B) The Bank shall have received duly executed originals of this Agreement. (b) The Bank shall have received copies, certified by the Secretary or Assistant Secretary signature and incumbency certificates of each Applicant (as defined below) of such party’s certificate of incorporation, bylaws officer executing this Agreement and resolutions the December 2012 Extension Amendment or actions of such party’s Board of Directors and any other body, if necessary, authorizing the execution document delivered in connection herewith or therewith on behalf of this Agreement, each Application Credit Party and (C) good standing certificates for each Letter of Credit to Party for each jurisdiction in which such Applicant Credit Party is party. (c) The Bank shall have received an incumbency certificate, executed by the Secretary or Assistant Secretary of each Applicant, which shall identify by name and title and bear the signatures of all authorized officers of such party authorized to sign this Agreement, each Application and each Letter of Credit to which such Applicant is party, upon which certificates the Bank shall be entitled to rely.organized; and (d) Arkansas Best Corporation (“ABC”) the Administrative Agent shall execute have received from ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP and deliver ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Bank an Account Control Agreement among ABCBorrower, executed legal opinions covering such matters as the Bank Administrative Agent may reasonably request and Union Bank, N.A., dated as of even date herewith (the “Account Control Agreement”), granting to the Bank a first priority lien and security interest in certain “Collateral” (as defined in the Account Control Agreement), which Collateral shall be in an amount of not less than $the amount of letters of credit outstanding. The Collateral under the Account Control Agreement shall be held by the Bank as support for the Applicants’ obligations under this Agreement, and shall be in form and substance otherwise reasonably satisfactory to the Bank. Notwithstanding anything to the contrary herein contained, the parties agree that ABC shall be entitled to withdraw from the account any funds in excess of the amount of the letters of credit outstanding from time to timeAdministrative Agent.

Conditions to Effectiveness. Without limiting or otherwise impairing the discretionary nature of this Agreement and the Bank’s decision whether or not to issue the Letter of Credit, this This Agreement shall become effective upon satisfaction as of the date on which each of the following conditions precedenthas been satisfied, as determined by Agent in its sole discretion: (a) The Bank Each Credit Party shall have received duly executed originals of delivered to Agent this Agreement. (b) The Bank shall have received copies, certified by the Secretary or Assistant Secretary of each Applicant (as defined below) of such party’s certificate of incorporation, bylaws and resolutions or actions of such party’s Board of Directors and any other body, if necessary, authorizing the execution of this Agreement, each Application and each Letter of Credit to which such Applicant is party. (c) The Bank shall have received an incumbency certificate, executed by the Secretary or Assistant Secretary of each Applicant, which shall identify by name and title and bear the signatures of all authorized officers of such party authorized to sign this Agreement, each Application and each Letter of Credit to which such Applicant is party, upon which certificates the Bank shall be entitled to rely. (d) Arkansas Best Corporation (“ABC”) shall execute and deliver to the Bank an Account Control Agreement among ABC, the Bank and Union Bank, N.A., dated as of even date herewith herewith, each executed by an authorized officer of such Credit Party; (b) Agent shall have received duly authorized, executed and delivered secretary’s certificates from each Credit Party certifying as to (i) the “Account Control Agreement”)names and signatures of each officer of each such Credit Party authorized to execute and deliver this Agreement and all documents executed in connection therewith, granting (ii) the organizational documents of each such Credit Party attached to such certificate are complete and correct copies of such organizational documents as in effect on the date of such certification, (iii) the resolutions of each such Credit Party’s board of directors or other appropriate governing body approving and authorizing the execution, delivery and performance of this Agreement and the other documents executed in connection therewith, and (iv) certificates attesting to the Bank a first priority lien good standing of each such Credit Party in its respective jurisdiction of organization; (c) Agent shall have received an opinion of Credit Parties’ counsel, addressed to Agent and security interest ▇▇▇▇▇▇▇, addressing the matters that Agent may reasonably request; (d) all representations and warranties of Credit Party contained herein shall be true and correct in certain “Collateral” all material respects (as defined without duplication of any materiality qualifier in the Account Control Agreement), text of such representation or warranty) as of the date hereof except to the extent that any such representation or warranty relates to a specific date in which Collateral case such representation or warranty shall be in an amount true and correct as of not less than $the amount such earlier date (and such parties’ delivery of letters of credit outstanding. The Collateral under the Account Control Agreement their respective signatures hereto shall be held by deemed to be its certification thereof); (e) prior to and after giving effect to the Bank as support for agreements set forth herein, no Default or Event of Default shall exist under any of the Applicants’ obligations under this AgreementFinancing Documents; and (f) Credit Parties shall have delivered such other documents, information, certificates, records, permits, and shall be in form and substance satisfactory to filings as the Bank. Notwithstanding anything to the contrary herein contained, the parties agree that ABC shall be entitled to withdraw from the account any funds in excess of the amount of the letters of credit outstanding from time to timeAgent may reasonably request.

Conditions to Effectiveness. Without limiting or otherwise impairing the discretionary nature of this Agreement and the Bank’s decision whether or not to issue the Letter of Credit, this Agreement This Amendment shall become effective upon satisfaction of on the following conditions precedentdate (the “Amendment Effective Date”) on which: (a) The Bank Administrative Agent shall have received this Amendment, executed and delivered by a duly executed originals authorized officer of this Agreementeach of the Borrower, Holdings, each other Credit Party and each of the Continuing Lenders. (b) The Bank Administrative Agent shall have received copiesreceived, in the case of each Credit Party, each of the items referred to in subclauses (i), (ii) and (iii) below: (i) a copy of the certificate or articles of incorporation, certificate of limited partnership or certificate of formation, including all amendments thereto, of each Credit Party, in each case, certified as of a recent date by the Secretary of State (or other similar official) of the jurisdiction of its organization, and a certificate as to the good standing (to the extent such concept or a similar concept exists under the laws of such jurisdiction) of each such Credit Party as of a recent date from such Secretary of State (or other similar official); (ii) a certificate of the Secretary or Assistant Secretary or similar officer of each Applicant Credit Party dated the Amendment Effective Date and certifying: (as defined belowA) that attached thereto is a true and complete copy of the bylaws (or partnership agreement, limited liability company agreement or other equivalent governing document) of such party’s Credit Party as in effect on the Amendment Effective Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or managing general partner, managing member or equivalent) of such Credit Party authorizing the execution, delivery and performance of this Amendment, the Credit Agreement as amended hereby, and other the Credit Documents or amendments thereto, to which such person is a party and, in the case of the Borrower, the borrowings under the Credit Agreement as amended hereby, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Amendment Effective Date, (C) that the certificate or articles of incorporation, bylaws and resolutions certificate of limited partnership, articles of incorporation or actions certificate of formation of such party’s Board Credit Party has not been amended since the date of Directors the last amendment thereto disclosed pursuant to subclause (i) above, (D) as to the incumbency and specimen signature of each officer executing this Amendment and any other bodyCredit Document or any other document delivered in connection herewith on behalf of such Credit Party, if necessary, authorizing and (E) as to the execution absence of this Agreement, each Application any pending proceeding for the dissolution or liquidation of such Credit Party; and (iii) a certificate of a director or an officer as to the incumbency and each Letter specimen signature of Credit the Secretary or Assistant Secretary or similar officer executing the certificate pursuant to which such Applicant is partysubclause (ii) above. (c) The Bank Administrative Agent shall have received a certificate from an incumbency certificateofficer of the Borrower certifying that, executed by as of the Secretary or Assistant Secretary Amendment Effective Date, the Borrower is in compliance with Section 9.11 of each Applicant, which shall identify by name and title and bear the signatures of all authorized officers of such party authorized to sign this Credit Agreement, each Application and each Letter of Credit including with respect to which such Applicant is party, upon which certificates the Bank shall be entitled to relyCollateral Coverage Minimum. (d) Arkansas Best Corporation (“ABC”) The Administrative Agent shall execute have received, on behalf of itself and deliver the Secured Parties on the Amendment Effective Date, a written opinion of ▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel to the Bank an Account Control Agreement among ABCCredit Parties (A) dated the Amendment Effective Date, (B) addressed to the Administrative Agent, the Collateral Agent, the Continuing Lenders and each Issuing Bank and Union Bank, N.A.(C) in form and substance reasonably satisfactory to the Administrative Agent and otherwise consistent with those delivered in connection with the Borrowing Base Agreement and Fourth Amendment Agreement to the Credit Agreement, dated as of even date herewith April 6, 2015. The Borrower, the other Credit Parties and the Administrative Agent hereby instruct such counsel to deliver such legal opinion. (e) Concurrently with the “Account Control Agreement”)Amendment Effective Date, granting the Borrower shall have issued Permitted Additional Debt in an aggregate stated principal amount equal to or greater than the difference between (x) $1,600,000,000 and (y) the Total Commitments as in effect after giving effect to this Amendment, and, to the Bank extent revolving Loans under the Credit Agreement are outstanding on the Amendment Effective Date, shall have applied (or shall apply concurrently with receipt) the net cash proceeds thereof to repay such revolving Loans under the Credit Agreement, together with all accrued interest and fees owing to any of the Exiting Lenders or any of the Continuing Lenders as of the Amendment Effective Date. (f) The Administrative Agent shall have received a first priority lien and security interest in certain “Collateral” (solvency certificate dated as defined of the Amendment Effective Date substantially in the Account Control Agreement)form of Exhibit J to the Credit Agreement and signed by a Financial Officer of the Borrower. (g) The Agents shall have received all fees payable thereto or to any Lender (including any agent and arranger in respect of this Facility) on or prior to the Amendment Effective Date and, which Collateral to the extent invoiced, all other amounts due and payable pursuant to the Credit Documents on or prior to the Amendment Effective Date, including, to the extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses (including reasonable fees, charges and disbursements of ▇▇▇▇▇ ▇▇▇▇▇ LLP) required to be reimbursed or paid by the Credit Parties hereunder or under any Credit Document. (h) The Administrative Agent and the Continuing Lenders shall be in an amount of have received at least three (3) Business Days prior to the Amendment Effective Date all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Act that has been requested not less than $five (5) Business Days prior to the amount of letters of credit outstandingAmendment Effective Date. The Collateral under Administrative Agent shall notify the Account Control Agreement Borrower and the Lenders of the Amendment Effective Date, and such notice shall be held by the Bank as support for the Applicants’ obligations under this Agreement, conclusive and shall be in form and substance satisfactory to the Bank. Notwithstanding anything to the contrary herein contained, the parties agree that ABC shall be entitled to withdraw from the account any funds in excess of the amount of the letters of credit outstanding from time to timebinding.

Conditions to Effectiveness. Without limiting or otherwise impairing the discretionary nature of this Agreement and the Bank’s decision whether or not to issue the Letter of Credit, this Agreement This Waiver shall become effective only upon the satisfaction of all of the following conditions precedentprecedent (or waiver of any or all of the conditions precedent by the Administrative Agent in its sole discretion) (the date of satisfaction or waiver of such conditions being referred to herein as the "Waiver Effective Date"): A. On or before the Waiver Effective Date, Borrower shall deliver to Lenders (or to Administrative Agent for Lenders with sufficient originally executed copies, where appropriate, for each Lender and its counsel) the following, each, unless otherwise noted, dated the Waiver Effective Date: 1. Resolutions of the Board of Directors of LVSI approving and authorizing the execution, delivery and performance of this Waiver, certified as of the Waiver Effective Date by the corporate secretary or an assistant secretary of LVSI as being in full force and effect without modification or amendment; 2. Signature and incumbency certificates of the officers of LVSI executing this Waiver; 3. Executed copies of this Waiver by all parties hereto; and 4. Payment of a waiver fee of one-eighth of one percent (a0.125%) The Bank of the Commitments and all others costs and expenses due under the Credit Agreement. B. Administrative Agent shall have received from Borrower a duly executed originals of this Agreement. (b) The Bank shall have received copies, certified by waiver regarding the Secretary or Assistant Secretary of each Applicant (as defined below) of such party’s certificate of incorporation, bylaws and resolutions or actions of such party’s Board of Directors and any other body, if necessary, authorizing the execution of this Agreement, each Application and each Letter of LVSI/Venetian Credit to which such Applicant is party. (c) The Bank shall have received an incumbency certificate, executed by the Secretary or Assistant Secretary of each Applicant, which shall identify by name and title and bear the signatures of all authorized officers of such party authorized to sign this Agreement, each Application and each Letter of Credit to which such Applicant is party, upon which certificates the Bank shall be entitled to rely. (d) Arkansas Best Corporation (“ABC”) shall execute and deliver to the Bank an Account Control Agreement among ABC, the Bank and Union Bank, N.A., dated as of even date herewith (the “Account Control Agreement”), granting to the Bank a first priority lien and security interest in certain “Collateral” (as defined in the Account Control Agreement), which Collateral shall be in an amount of not less than $the amount of letters of credit outstanding. The Collateral under the Account Control Agreement shall be held by the Bank as support for the Applicants’ obligations under this Agreement, and shall be in form and substance reasonably satisfactory to Administrative Agent. C. No Event of Default or Potential Event of Default under (and as defined in) the Bank. Notwithstanding anything Credit Agreement shall have occurred and be continuing or would result from the effectiveness of this Waiver. D. On or before the Waiver Effective Date, all corporate and other proceedings taken or to be taken in connection with the contrary herein containedtransactions contemplated hereby and all documents incidental thereto not previously found acceptable by Administrative Agent, the parties agree that ABC acting on behalf of Lenders, and its counsel shall be entitled reasonably satisfactory in form and substance to withdraw from the account any funds in excess Administrative Agent and such counsel, and Administrative Agent and such counsel shall have received all such counterpart originals or certified copies of the amount of the letters of credit outstanding from time to timesuch documents as Administrative Agent may reasonably request.

Conditions to Effectiveness. Without limiting or otherwise impairing the discretionary nature of this Agreement and the Bank’s decision whether or not to issue the Letter of Credit, this This Joinder Agreement shall become effective upon satisfaction of on May 25, 2011 (the following conditions precedent“Term B-2 Joinder Effective Date”) when: (ai) The Bank this Joinder Agreement shall have been executed and delivered by the Borrower, the Loan Parties, each Term B-2 Loan Lender party hereto and the Administrative Agent; (ii) the Administrative Agent shall have received duly executed originals a certificate of this Agreement. each Loan Party dated as of the Term B-2 Joinder Effective Date signed by a Responsible Officer of such Loan Party (bi) The Bank shall have received copies(A) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to the Term B-2 Loans, (B) certifying that the certificate or articles of incorporation or organization (certified by the Secretary of State or Assistant Secretary like authority of the state of its incorporation or organization) and by-laws or operating (or limited liability company) agreement of such Loan Party either (x) have not been amended since the Restatement Date or (y) are attached as an exhibit to such certificate, and (C) certifying as to the incumbency and specimen signature of each Applicant officer executing the Joinder Agreement and any related documents on behalf of such Loan Party and (ii) in the case of the Borrower, certifying as defined belowto the matters set forth in clauses (v), (vi) and (viii) below (except that the representations and warranties contained in subsections (a) and (b) of such party’s certificate Section 5.06 of incorporationthe Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), bylaws and resolutions or actions respectively, of such party’s Board Section 6.01 of Directors and any other body, if necessary, authorizing the execution of this Credit Agreement, each Application and each Letter of Credit to which such Applicant is party.); (ciii) The all fees and out-of-pocket expenses required to be paid or reimbursed by the Borrower as separately agreed by the Borrower and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, ▇.▇. ▇▇▇▇▇▇ Securities LLC, ▇▇▇▇▇▇▇ ▇▇▇▇▇ Lending Partners LLC, ▇▇▇▇▇ Fargo Securities, LLC, Credit Suisse Securities (USA) LLC and Deutsche Bank Securities Inc. (collectively, the “Bookrunners”), including fees and out-of-pocket expenses of the Bookrunners and all invoiced fees and expenses of counsel to the Administrative Agent and the Bookrunners, shall have been paid or reimbursed, on or prior to the date hereof; (iv) the Term B-2 Loan Lenders and the Administrative Agent shall have received (a) an incumbency certificateopinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, executed by the Secretary or Assistant Secretary of each Applicant, which shall identify by name and title and bear the signatures of all authorized officers of such party authorized to sign this Agreement, each Application and each Letter of Credit to which such Applicant is party, upon which certificates the Bank shall be entitled to rely. (d) Arkansas Best Corporation (“ABC”) shall execute and deliver to the Bank an Account Control Agreement among ABC, the Bank and Union Bank, N.A., dated as of even date herewith (the “Account Control Agreement”), granting to the Bank a first priority lien and security interest in certain “Collateral” (as defined in the Account Control Agreement), which Collateral shall be in an amount of not less than $the amount of letters of credit outstanding. The Collateral under the Account Control Agreement shall be held by the Bank as support for the Applicants’ obligations under this Agreement, and shall be in form and substance reasonably satisfactory to the Bank. Notwithstanding anything Administrative Agent and (b) Hunton & ▇▇▇▇▇▇▇▇ LLP, special Virginia counsel to the contrary herein containedLoan Parties, in form and substance reasonably satisfactory to the Administrative Agent; (v) both immediately before and after giving effect to the Term B-2 Loans, the parties agree that ABC representations and warranties of the Loan Parties contained in Article V of the Credit Agreement and in each other Loan Document shall be entitled to withdraw from the account any funds true and correct in excess all material respects on and as of the amount Term B-2 Joinder Effective Date as though made on such date (except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date); (vi) the representations and warranties in Section 10 of this Joinder Agreement shall be true and correct in all material respects as of the letters date hereof; (vii) the Administrative Agent shall have received a notice of credit outstanding from time such Term B-2 Loan as required by Section 2.02 of the Credit Agreement; and (viii) no Default or Event of Default shall exist on the date hereof before or after giving effect to timethe Term B-2 Loans.

Conditions to Effectiveness. Without limiting or otherwise impairing This Amendment shall be effective on the discretionary nature of this Agreement and date (the Bank’s decision whether or not to issue “Amendment Effective Date”) upon the Letter of Credit, this Agreement shall become effective upon satisfaction of the following conditions precedentconditions: (a) The Bank the Administrative Agent shall have received duly executed originals (i) counterparts of this Amendment, executed by the Administrative Agent, the Lenders, and each Loan Party and (ii) for the account of each Lender that has requested a Note, a Note conforming to the requirements of the Credit Agreement., executed by a duly authorized officer of the Borrower; (b) The Bank the Administrative Agent shall have received copiesfavorable written opinion(s), certified by reasonably satisfactory to the Administrative Agent, from each of (i) ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Senior Counsel of the Borrower and (ii) ▇▇▇▇▇▇▇▇▇ LLP, counsel to the Loan Parties, in each case, addressed to the Administrative Agent and the Lenders and dated the Amendment Effective Date, covering such matters relating to the Loan Parties and the Loan Documents as the Administrative Agent shall reasonably request; (c) the Administrative Agent shall have received a certificate of the Secretary or an Assistant Secretary of each Applicant Loan Party, dated as of the Amendment Effective Date, certifying (as defined belowi) the authorization of such party’s certificate of incorporation, bylaws each Loan Party to execute and resolutions or actions of such party’s Board of Directors and any other body, if necessary, authorizing the execution of this Agreement, deliver each Application and each Letter of Credit Loan Document to which such Applicant is party. (c) The Bank shall have received an incumbency certificate, executed by the Secretary or Assistant Secretary of each Applicant, which shall identify by name and title and bear the signatures of all authorized officers of such party authorized to sign this Agreement, each Application and each Letter of Credit to which such Applicant Loan Party is party, upon which certificates (ii) the Bank shall be entitled Organization Documents of such Loan Party, and (iii) the names and true signatures of the officers executing any Loan Document on behalf of such Loan Party on the Amendment Effective Date, and otherwise in form and substance reasonably satisfactory to rely.the Administrative Agent; (d) Arkansas Best Corporation (“ABC”) the Administrative Agent shall execute have received certificates of existence and deliver good standing with respect to the Bank an Account Control Agreement among ABC, the Bank and Union Bank, N.A.each Loan Party, dated as of even date herewith (the “Account Control Agreement”)a recent date, granting to the Bank a first priority lien and security interest in certain “Collateral” (as defined from appropriate public officials in the Account Control Agreement), which Collateral jurisdictions of organization of such Loan Parties; (e) the Administrative Agent shall be in an amount of not less than $the amount of letters of credit outstanding. The Collateral under the Account Control Agreement shall be held by the Bank as support for the Applicants’ obligations under this Agreement, and shall be have received a certificate in form and substance reasonably satisfactory to the Bank. Notwithstanding anything Administrative Agent dated the Amendment Effective Date and signed by a Financial Officer of the Borrower certifying (which statement shall constitute a representation and warranty made by the Borrower to the contrary herein containedLenders hereunder on the Amendment Effective Date) that, as of the Amendment Effective Date, (i) each of the representations and warranties made by each Loan Party in the Credit Agreement are true and correct in all material respects on and as of such date; provided that such materiality qualifier shall not be applicable to the representations and warranties set forth in Section 3.5 of the Credit Agreement, (ii) no Default or Event of Default has occurred and is continuing and (iii) all governmental and regulatory approvals necessary in connection with the execution and delivery of this Amendment have been obtained and are in full force and effect or stating that no such approvals are required; (f) the Administrative Agent shall have received all fees due and payable and required to be paid to them and to the Lenders on or prior to the Amendment Effective Date pursuant to Section 2.8 of the Credit Agreement and the Fee Letter and payment of all other amounts due and payable on or prior to the Amendment Effective Date, including to the extent invoiced at least two Business Days prior to the Amendment Effective Date, reimbursement or payment of all expenses required to be paid or reimbursed by the Borrower hereunder; and (i) The Administrative Agent shall have received five days prior to the Amendment Effective Date (or such later date as the Administrative Agent shall reasonably agree) all documentation and other information required by regulatory authorities with respect to the Loan Parties under applicable "know your customer" and anti-money laundering rules and regulations, including the Patriot Act, that has been reasonably requested by the Administrative Agent a reasonable period in advance of the date that is five days prior to the Amendment Effective Date and (ii) to the extent the Borrower qualifies as a "legal entity customer" under the Beneficial Ownership Regulation, at least three days prior to the Amendment Effective Date, any Lender that has requested, in a written notice to the Borrower at least 10 days prior to the Amendment Effective Date, a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification (provided that, upon the execution and delivery by such Lender of its signature page to this Agreement, the parties agree that ABC condition set forth in this clause (ii) shall be entitled deemed to withdraw from the account any funds in excess of the amount of the letters of credit outstanding from time to timebe satisfied).

Conditions to Effectiveness. Without limiting or otherwise impairing The obligations of the discretionary nature of this Agreement Lenders (including the Swingline Lender) to make Loans and the Bank’s decision whether or not obligation of the Issuing Bank to issue the Letter any Letters of Credit, this Agreement Credit hereunder shall not become effective upon satisfaction until the date on which each of the following conditions precedent:is satisfied (or waived in accordance with Section 10.2): (a) The Bank Administrative Agent shall have received duly executed originals payment of this Agreementall fees and other amounts due and payable on or prior to the Closing Date, including reimbursement or payment of all reasonable out-of-pocket expenses of the Administrative Agent and SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. as a Lead Arranger (including reasonable fees, charges and disbursements of counsel to the Administrative Agent) required to be reimbursed or paid by the Borrower hereunder, under any other Loan Document and under any agreement with the Administrative Agent or SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. as a Lead Arranger. (b) The Bank Administrative Agent shall have received copiesall documentation and other information required by bank regulatory authorities under applicable "know-your-customer" and anti-money laundering rules and regulations, certified including the Patriot Act at least three (3) Business Days prior to the Closing Date; provided that such information has been reasonably requested by the Secretary or Assistant Secretary of each Applicant Administrative Agent at least five (as defined below5) of such party’s certificate of incorporation, bylaws and resolutions or actions of such party’s Board of Directors and any other body, if necessary, authorizing Business Days prior to the execution of this Agreement, each Application and each Letter of Credit to which such Applicant is partyClosing Date. (c) The Bank Administrative Agent (or its counsel) shall have received an incumbency certificatethe following: (i) a counterpart of this Agreement signed by or on behalf of the Borrower, the Administrative Agent and each Lender hereto or written evidence satisfactory to the Administrative Agent (which may include telecopy or electronic mail transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) the Subsidiary Guarantee Agreement, in form and substance reasonably satisfactory to the Administrative Agent, duly executed and delivered by each Domestic Subsidiary of the Borrower, excluding those Domestic Subsidiaries set forth on Schedule 3.1(c); (iii) the Security Agreement, duly executed and delivery by the Borrower and each Subsidiary Loan Party, in form and substance reasonably satisfactory to the Administrative Agent, together with (A) UCC financing statements and other applicable documents under the laws of all necessary or appropriate jurisdictions with respect to the perfection of the Liens granted under the Security Agreement, as requested by the Administrative Agent in order to perfect such Liens, duly authorized by the Loan Parties, (B) copies of favorable UCC, tax, judgment and fixture lien search reports in all necessary or appropriate jurisdictions and under all legal and trade names of the Loan Parties, as requested by the Administrative Agent, indicating that there are no prior Liens on any of the Collateral other than Permitted Encumbrances and Liens to be released on the Closing Date, (C) a Perfection Certificate, duly completed and executed by the Secretary Borrower, (D) duly executed Patent Security Agreements, Trademark Security Agreements and Copyright Security Agreements, if applicable and requested by the Administrative Agent, (E) original certificates evidencing all issued and outstanding shares of certificated Capital Stock of all Subsidiaries owned directly by any Loan Party (or, if the pledge of all of the voting Capital Stock of any Foreign Subsidiary would result in materially adverse tax consequences, limited to 65% of the issued and outstanding voting Capital Stock of such Foreign Subsidiary and 100% of the issued and outstanding non-voting Capital Stock of such Foreign Subsidiary, as applicable) and (F) stock or Assistant membership interest powers or other appropriate instruments of transfer executed in blank; (iv) a certificate of an authorized officer of each Loan Party, attaching and certifying copies of its bylaws or partnership agreement or limited liability company agreement, and of the resolutions of its board of directors or other equivalent governing body, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of the Loan Documents to which it is a party and certifying the name, title and true signature of each officer of the Borrower executing the Loan Documents to which it is a party; (v) certified copies of the certificate of incorporation or other organizational documents of the Loan Parties, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of incorporation or organization of each Applicant, which shall identify by name and title and bear the signatures of all authorized officers of such party authorized to sign this Agreement, each Application and each Letter of Credit to which such Applicant is party, upon which certificates the Bank shall be entitled to rely.Loan Party; (dvi) Arkansas Best Corporation (“ABC”) shall execute and deliver a favorable written opinion of Bass, ▇▇▇▇▇ & ▇▇▇▇ PLC, counsel to the Bank an Account Control Agreement among ABCLoan Parties, and such other written opinions as may be reasonably requested by the Administrative Agent, addressed to the Administrative Agent for the benefit of the Lenders, covering such matters relating to the Loan Parties, the Bank Loan Documents and Union Bank, N.A.the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request; (vii) a certificate, dated as of even date herewith the Closing Date and signed by a Responsible Officer, confirming compliance with the conditions set forth in subsections (the “Account Control Agreement”a), granting to (b) and (c) of Section 3.2; (viii) the Bank a first priority lien consolidated audited financial statements of the Borrower and security interest in certain “Collateral” (as defined in the Account Control Agreement), which Collateral shall be in an amount of not less than $the amount of letters of credit outstanding. The Collateral under the Account Control Agreement shall be held by the Bank as support its subsidiaries for the Applicants’ obligations under this Agreementfiscal year ended December 31, 2016, including balance sheets, income statements and cash flow statements prepared by PricewaterhouseCoopers LLP in conformity with GAAP, and shall be financial projections in reasonable detail prepared on an annual basis for the Fiscal Years 2017 through 2021; (ix) copies of duly executed payoff letters, in form and substance satisfactory to the Bank. Notwithstanding anything Administrative Agent, executed by the administrative agent for the Existing Credit Agreement, together with (a) UCC‑3 or other appropriate termination statements, in form and substance satisfactory to the contrary herein containedAdministrative Agent, releasing all liens securing the parties agree that ABC Existing Credit Agreement upon any of the personal property of the Borrower and its Subsidiaries and (b) any other releases, terminations or other documents reasonably required by the Administrative Agent to evidence the payoff of Indebtedness under the Existing Credit Agreement; (x) certificates of insurance, in form and detail reasonably acceptable to the Administrative Agent, describing the types and amounts of insurance (property and liability) maintained by any of the Loan Parties, in each case naming the Administrative Agent as loss payee or additional insured, as the case may be; (xi) a duly executed Notice of Borrowing for any initial Revolving Borrowing; (xii) a duly executed funds disbursement agreement, together with a report setting forth the sources and uses of the proceeds hereof; (xiii) a duly completed and executed Compliance Certificate, including calculations of the financial covenants set forth in Article VI hereof as of December 31, 2016, calculated on a pro forma basis as if the Term Loan A and any initial Revolving Borrowing had been funded as of the first day of the relevant period for testing compliance (and setting forth in reasonable detail such calculations); (xiv) certified copies of all consents, approvals, authorizations, registrations and filings and orders required to be made or obtained under any Requirement of Law, or by any contractual obligation of any Loan Party in connection with the execution, delivery, performance, validity and enforceability of the Loan Documents or any of the transactions contemplated thereby, and such consents, approvals, authorizations, registrations, filings and orders shall be entitled in full force and effect and all applicable waiting periods shall have expired, and no investigation or inquiry by any governmental authority regarding the Commitments or any transaction being financed with the proceeds thereof shall be ongoing; (xv) with respect to withdraw the headquarters location, a copy of the underlying lease, as applicable, and a Collateral Access Agreement from the account any funds landlord of such leased property, which Collateral Access Agreement shall be reasonably satisfactory in excess form and substance to the Administrative Agent; provided, that such Collateral Access Agreement shall not be required if the Borrower is unable to deliver such Collateral Access Agreement after using its commercially reasonable efforts to do so; and (xvi) a CUSIP number for the Commitments. Without limiting the generality of the amount provisions of this Section 3.1, for purposes of determining compliance with the letters of credit outstanding conditions specified in this Section 3.1, each Lender that executes this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from time such Lender prior to timethe proposed Closing Date specifying its objection thereto.

Conditions to Effectiveness. Without limiting or otherwise impairing the discretionary nature of No Lender shall be obligated to enter into this Agreement and on the Bank’s decision whether Closing Date, nor shall any Lender or not the Administrative Agent be obligated to issue the Letter of Credittake, this Agreement shall become effective upon satisfaction of fulfill or perform any other action hereunder, until the following conditions precedenthave been satisfied, in the sole discretion of, or waived in writing by, the Administrative Agent and the Required Lenders: (a) The Bank This Agreement and all other Transaction Documents and any applicable Support Facilities or counterparts hereof or thereof shall have been duly executed by, and delivered to, the parties hereto and thereto and the Administrative Agent shall have received duly executed originals of this Agreement. (b) The Bank such other documents, instruments, agreements and legal opinions as it or any Lender shall have received copies, certified reasonably request in connection with the transactions contemplated by the Secretary or Assistant Secretary of each Applicant (as defined below) of such party’s certificate of incorporation, bylaws and resolutions or actions of such party’s Board of Directors and any other body, if necessary, authorizing the execution of this Agreement, each Application and each Letter of Credit on or prior to which such Applicant is party. (c) The Bank shall have received an incumbency certificate, executed by the Secretary or Assistant Secretary of each Applicant, which shall identify by name and title and bear the signatures of all authorized officers of such party authorized to sign this AgreementClosing Date, each Application and each Letter of Credit to which such Applicant is party, upon which certificates the Bank shall be entitled to rely. (d) Arkansas Best Corporation (“ABC”) shall execute and deliver to the Bank an Account Control Agreement among ABC, the Bank and Union Bank, N.A., dated as of even date herewith (the “Account Control Agreement”), granting to the Bank a first priority lien and security interest in certain “Collateral” (as defined in the Account Control Agreement), which Collateral shall be in an amount of not less than $the amount of letters of credit outstanding. The Collateral under the Account Control Agreement shall be held by the Bank as support for the Applicants’ obligations under this Agreement, and shall be in form and substance satisfactory to the Bank. Notwithstanding anything Administrative Agent. (b) The Borrower shall have paid all fees required to be paid by it on the Closing Date, including all fees required hereunder and under the Fee Letters to be paid as of such date, and shall have reimbursed each Lender and the Administrative Agent for all fees, costs and expenses related to the contrary herein containedtransactions contemplated hereunder and under the other Transaction Documents and applicable Support Facilities, including the legal and other document preparation costs incurred by any Lender and/or the Administrative Agent. (c) Each Conduit Lender whose Commercial Paper Notes are being rated by one or more Rating Agencies shall have received, to the extent required under the terms of such Conduit Lender’s program documents, the parties agree written confirmation of each such Rating Agency that ABC shall be entitled to withdraw from the account any funds execution and delivery of this Agreement will not result in excess a withdrawal or downgrading of the amount then-current rating of such Commercial Paper Notes by such Rating Agency. (d) The Prefunding Deposit shall have been deposited by the Borrower into the Collection Account. The Administrative Agent shall promptly notify each Lender of the letters satisfaction or waiver of credit outstanding from time to timethe conditions set forth above.

Conditions to Effectiveness. Without limiting or otherwise impairing the discretionary nature of this Agreement and the Bank’s decision whether or not to issue the Letter of Credit, this Agreement This Sixth Amendment shall become effective on the first date (the “Sixth Amendment Effective Date”) upon satisfaction of which the following conditions precedenthave been satisfied: (a) The Bank each of the Borrower and the Required Lenders shall have received duly signed a counterpart hereof and of all other Credit Documents executed originals in connection herewith to which each is to be, respectively, a party (whether the same or different counterparts), and shall have delivered (including by way of this Agreement.facsimile or other electronic transmission) the same to the Administrative Agent; (b) The Bank each Subsidiary Guarantor shall have signed a counterpart of the acknowledgment attached to this Sixth Amendment (whether the same or different counterparts) and shall have delivered (including by way of facsimile or other electronic transmission) the same to the Administrative Agent; (c) no Default or Event of Default shall have occurred and be continuing both before and after giving effect to this Sixth Amendment; (d) Since December 31, 2013, there shall not have occurred a Material Adverse Effect or any event or condition that has had or could reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect; (e) the Administrative Agent shall have received copiesa certificate, certified dated as of the Sixth Amendment Effective Date, reasonably acceptable to the Administrative Agent and signed by an Authorized Representative of the Secretary or Assistant Secretary Borrower, confirming the matters set forth in Section 2 hereof; (f) the Administrative Agent shall have received a certificate, dated the Sixth Amendment Effective Date and reasonably acceptable to the Administrative Agent, signed by an LONDON:553337.12 (A) as to the incumbency and genuineness of the signature of each Applicant Credit Party executing Credit Documents to which it is a party or (as defined belowB) that such incumbency of such party’s Credit Party executing Credit Documents to which it is a party has not changed since the date of the last certification of the same to the Administrative Agent and (ii), with respect to the Borrower only, that (A)(I) attached thereto are true, correct and complete copies of the articles or certificate of incorporation, bylaws formation or other organizational document, as applicable, of the Borrower, and resolutions all amendments thereto, certified as of a recent date by the appropriate governmental officials in its jurisdiction of incorporation or actions formation, as applicable, or (II) the articles or certificate of incorporation, formation or other organizational document, as applicable, of the Borrower, have not been amended since the date of the last certification of such document to the Administrative Agent and is in full force and effect on the Sixth Amendment Effective Date and (B) resolutions duly authorized by the board of directors (or other governing body) of the Borrower authorizing and approving the execution and delivery of, and performance under, the Credit Agreement, this Sixth Amendment and the other Credit Documents to which such the Borrower is a party’s Board ; (g) the Administrative Agent shall have received a true, correct and complete copies of Directors (i) an excerpt from the Luxembourg Trade and any other bodyCompanies Register in relation to the Borrower and (ii) an electronic certificat de non inscription d’une décision judiciaire (certificate as to the non-inscription of a court decision), if necessaryin relation to the Borrower, authorizing both dated on or about the date of the Sixth Amendment Effective Date; (h) the Administrative Agent shall have received from Luxembourg counsel (which shall be Wildgen) an opinion covering due authorization and execution of this AgreementSixth Amendment; (i) the Borrower shall have paid (i) to the Administrative Agent all accrued costs, each Application fees and each Letter expenses (including, without limitation, reasonable fees and expenses of Credit Shearman & Sterling LLP, Holland & Knight LLP and FTI Consulting Inc. as financial advisor to the Administrative Agent (without duplication of any fees and expenses allocable to FTI Consulting Inc. under the SSCF) in connection with this Sixth Amendment for which such Applicant is partyan invoice has been provided to the Borrower at least two Business Days before the anticipated Sixth Amendment Effective Date (which invoice may include a reasonable estimate of anticipated fees and expenses through the Effective Date) and (ii) an amendment fee in an aggregate amount equal to $390,000, which the Administrative Agent shall distribute pro rata to the Lenders that have consented to this Sixth Amendment. (cj) The Bank Borrower shall have received prepaid Loans in an incumbency certificate, executed by aggregate principal amount of $25,000,000 as a voluntary prepayment in accordance with Section 5.01 of the Secretary or Assistant Secretary of each Applicant, which shall identify by name Credit Agreement and title and bear terminated the signatures of all authorized officers of such party authorized to sign this Agreement, each Application and each Letter of Credit to which such Applicant is partyCommitments in respect thereof in accordance with Section 4.02 so that, upon which certificates the Bank shall be entitled giving effect to rely. (d) Arkansas Best Corporation (“ABC”) shall execute such prepayment and deliver to the Bank an Account Control Agreement among ABCtermination of Commitments, the Bank and Union Bank, N.A., dated as of even date herewith (the “Account Control Agreement”), granting to the Bank a first priority lien and security interest in certain “Collateral” (as defined in the Account Control Agreement), which Collateral shall be in an amount of not less than Total Commitment is $the amount of letters of credit outstanding475,000,000. The Collateral under the Account Control Agreement shall be held by the Bank as support for the Applicants’ obligations under this Agreement, and shall be in form and substance satisfactory to the Bank. Notwithstanding anything to the contrary herein contained, the parties agree that ABC shall be entitled to withdraw from the account any funds in excess of the amount of the letters of credit outstanding from time to time.LONDON:553337.12

Conditions to Effectiveness. Without limiting or otherwise impairing the discretionary nature The effectiveness of this Agreement and the BankIncremental Revolving Commitments is subject to (i) the truth and accuracy of the representations set forth in Section II above and (ii) the Administrative Agent’s decision whether or not to issue the Letter receipt of Credit, this Agreement shall become effective upon satisfaction each of the following conditions precedent: (a) The Bank shall have received duly executed originals of this Agreement. (b) The Bank shall have received copies, certified by the Secretary or Assistant Secretary of each Applicant (as defined below) of such party’s certificate of incorporation, bylaws and resolutions or actions of such party’s Board of Directors and any other body, if necessary, authorizing the execution of this Agreement, each Application and each Letter of Credit to which such Applicant is party. (c) The Bank shall have received an incumbency certificate, executed by the Secretary or Assistant Secretary of each Applicant, which shall identify by name and title and bear the signatures of all authorized officers of such party authorized to sign this Agreement, each Application and each Letter of Credit to which such Applicant is party, upon which certificates the Bank shall be entitled to rely. (d) Arkansas Best Corporation (“ABC”) shall execute and deliver to the Bank an Account Control Agreement among ABC, the Bank and Union Bank, N.A., dated as of even date herewith (the “Account Control Agreement”), granting to the Bank a first priority lien and security interest in certain “Collateral” (as defined in the Account Control Agreement), which Collateral shall be in an amount of not less than $the amount of letters of credit outstanding. The Collateral under the Account Control Agreement shall be held by the Bank as support for the Applicants’ obligations under this Agreement, and shall be in form and substance satisfactory to the Bank. Notwithstanding anything Administrative Agent (the first date on which each of the conditions pursuant to the contrary herein containedforegoing clauses (i) and (ii) shall have been satisfied, the parties agree “Increase Effective Date”): A. counterparts of this Agreement executed and delivered by the Borrower, the other Loan Parties, each Additional Lender and the Administrative Agent; B. a Note made by the Borrower and payable to such Additional Lender; C. a Compliance Certificate calculated as of the Increase Effective Date on a pro forma basis for the Borrower’s fiscal quarter ending March 31, 2023; D. an opinion of S▇▇▇▇▇▇▇ & Worcester LLP, an opinion of S▇▇▇ ▇▇▇▇▇ LLP, special Maryland counsel, and an opinion of Stone P▇▇▇▇▇ W▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ L.L.C., special Louisiana counsel, in each case, as counsel to the Loan Parties, addressed to the Administrative Agent and the Lenders and covering such matters as the Administrative Agent may reasonably request; E. a certificate of the Borrower’s chief executive officer, chief legal officer, chief financial officer or chief accounting officer certifying as of the date hereof, after giving effect to this Agreement and the Incremental Revolving Commitments contemplated hereby, that ABC (A) no Default or Event of Default shall be entitled in existence, (B) the representations and warranties made or deemed made by the Borrower or any other Loan Party in the Credit Agreement and any other Loan Document to withdraw from which such Loan Party is a party shall be true and correct in all respects on the account any funds date hereof except to the extent that such representations and warranties expressly relate solely to an earlier date (in excess which case such representations and warranties shall have been true and correct in all respects on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Credit Agreement, and (C) the Borrower is in compliance with the requirements of Section 2.16 of the amount Credit Agreement; F. evidence that all fees, expenses and reimbursement amounts due and payable to the Administrative Agent and any of the letters of credit outstanding from time Lenders in connection with this Agreement have been paid; G. all information requested by the Administrative Agent and each Lender in order to timecomply with applicable “know your customer” and Anti-Money Laundering Laws and regulations, including without limitation, the Patriot Act, in each case, at least one (1) Business Day prior to the Increase Effective Date; and H. such other documents, agreements, instruments, certificates or other confirmations as the Administrative Agent may reasonably request.

Conditions to Effectiveness. Without limiting or otherwise impairing The obligations of the discretionary nature of this Agreement and the Bank’s decision whether or Lenders to make Loans hereunder shall not to issue the Letter of Credit, this Agreement shall become effective upon satisfaction until the date on which each of the following conditions precedent:is satisfied (or waived in accordance with Section 9.2). (a) The Bank Administrative Agent and the Joint Lead Arrangers shall have received duly executed originals all fees and other amounts due and payable on or prior to the Closing Date, including reimbursement or payment of this Agreementall out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Administrative Agent) required to be reimbursed or paid by the Borrower hereunder, under any other Credit Document and under any agreement with the Administrative Agent or the Joint Lead Arrangers. (b) The Bank Administrative Agent (or its counsel) shall have received copies, certified the following: (i) a counterpart of this Agreement signed by or on behalf of each party hereto or written evidence satisfactory to the Administrative Agent (which may include telecopy or .pdf transmission of an executed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) [Reserved]; (iii) a certificate of the Secretary or Assistant Secretary of each Applicant (as defined below) the Borrower in the form of such party’s certificate Exhibit 3.1(b)(iii), attaching and certifying copies of incorporation, its bylaws and of the resolutions or actions of such party’s Board its boards of Directors and any other body, if necessarydirectors, authorizing the execution execution, delivery and performance of this Agreementthe Credit Documents and certifying the name, title and true signature of each Application officer of the Borrower executing the Credit Documents; (iv) certified copies of the articles or certificate of incorporation of the Borrower, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdictions of organization of the Borrower; (v) a favorable written opinion of inside or outside counsel to the Borrower, addressed to the Administrative Agent and each Letter of the Lenders, and covering such matters relating to the Borrower, the Credit Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request; (vi) a certificate in the form of Exhibit 3.1(b)(vi), dated the Closing Date and signed by a Financial Officer, certifying that (A) no Default or Event of Default exists, (B) all representations and warranties of the Borrower set forth in the Credit Documents are true and correct in all material respects (or, if already qualified by “materiality,” “Material Adverse Effect” or similar phrases, in all respects (after giving effect to which such Applicant qualification)) and (C) since September 30, 2022, there shall have been no material adverse change in the business, condition (financial or otherwise), operations, liabilities (contingent or otherwise), properties or prospects of the Borrower and its subsidiaries taken as a whole; (vii) a duly executed Notice of Borrowing; and (viii) copies of (A) the quarterly financial statements of the Borrower and its Subsidiaries on a consolidated basis for the fiscal quarter ending on December 31, 2022 and (B) the audited consolidated financial statements for the Borrower and its Subsidiaries for the fiscal year ending September 30, 2022 (it being agreed that this clause (viii) is partysatisfied by the Borrower’s filings with the Securities and Exchange Commission prior to the date hereof). (c) The Bank To the extent requested by the Administrative Agent in writing not less than five (5) Business Days prior to the Closing Date, the Administrative Agent shall have received an incumbency certificatereceived, executed not later than two (2) calendar days prior to the Closing Date, all documentation and other information with respect to the Borrower that the Administrative Agent reasonably believes is required by regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including without limitation the Secretary or Assistant Secretary of each Applicant, which shall identify by name and title and bear the signatures of all authorized officers of such party authorized to sign this Agreement, each Application and each Letter of Credit to which such Applicant is party, upon which certificates the Bank shall be entitled to relyPATRIOT Act. (d) Arkansas Best Corporation At least five (“ABC”5) shall execute and deliver days prior to the Bank an Account Control Agreement among ABCClosing Date, to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Bank and Union Bank, N.A., dated as of even date herewith (the “Account Control Agreement”), granting Borrower shall deliver a Beneficial Ownership Certification in relation to the Bank a first priority lien and security interest in certain “Collateral” (as defined in the Account Control Agreement), which Collateral shall be in an amount of not less than $the amount of letters of credit outstanding. The Collateral under the Account Control Agreement shall be held by the Bank as support for the Applicants’ obligations under this Agreement, and shall be in form and substance satisfactory to the Bank. Notwithstanding anything to the contrary herein contained, the parties agree that ABC shall be entitled to withdraw from the account any funds in excess of the amount of the letters of credit outstanding from time to timeBorrower.

Conditions to Effectiveness. Without limiting or otherwise impairing the discretionary nature of this Agreement and the Bank’s decision whether or not to issue the Letter of Credit, this This Agreement shall become effective upon satisfaction on the date that each of the following conditions precedentprecedent are satisfied or waived: (a) The Bank Administrative Agent shall have received duly each of the following, each of which shall be originals, facsimiles or PDFs delivered by electronic mail unless otherwise specified, each properly executed originals by a Responsible Officer of the signing Credit Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date): (i) executed counterparts of this Agreement and the Guarantee Agreement; and (ii) a Revolving Loan Note executed by the Borrower in favor of each Lender that has requested a Revolving Loan Note at least three Business Days prior to the Closing Date. (b) The Bank Administrative Agent and the Lenders shall have received copies(i) the Historical Financial Statements, certified by (ii) the Secretary or Assistant Secretary of each Applicant Historical Statutory Statements and (as defined belowiii) of such party’s certificate of incorporation, bylaws an annual budget and resolutions or actions of such party’s Board of Directors and any other body, if necessary, authorizing one-year financial projections for Parent in a form reasonably acceptable to the execution of this Agreement, each Application and each Letter of Credit to which such Applicant is partyAdministrative Agent. (c) The Bank Administrative Agent shall have received an incumbency certificatereceived: (i) copies of the resolutions of the board of directors, executed authorized subcommittee thereof, or other equivalent body of each Credit Party authorizing the Transactions to which such Credit Party is a party, certified as of the Closing Date by a Responsible Officer of such Credit Party; (ii) a certificate of a Responsible Officer of each Credit Party certifying the names and true signatures of the officers of such Credit Party authorized to execute, deliver and perform, as applicable, this Agreement and all other Loan Documents to be delivered by such Credit Party hereunder; (iii) the articles or certificate of incorporation or equivalent document of each Credit Party as in effect on the Closing Date, certified by the Secretary of State (or Assistant similar, applicable Governmental Authority) of its state of incorporation or organization as of a recent date; (iv) the by-laws or equivalent document of each Credit Party as in effect on the Closing Date, certified by a Responsible Officer of such Credit Party as of the Closing Date; (v) to the extent such concept is applicable in such jurisdiction, a certificate of good standing or equivalent document for each Credit Party from the Secretary of State (or similar, applicable Governmental Authority) of its state of incorporation or organization as of a recent date; and (vi) a certificate of compliance for each Applicant, which shall identify by name and title and bear Insurance Subsidiary from the signatures applicable Department as of all authorized officers of such party authorized to sign this Agreement, each Application and each Letter of Credit to which such Applicant is party, upon which certificates the Bank shall be entitled to relya recent date. (d) Arkansas Best Corporation (“ABC”) The Administrative Agent shall execute and deliver have received written opinions, reasonably acceptable to the Bank an Account Control Agreement among ABCAdministrative Agent in form and substance, (addressed to the Bank Administrative Agent and Union Bankthe Lenders and dated the Closing Date) from (i) Debevoise & ▇▇▇▇▇▇▇▇, N.A.LLP, counsel for the Credit Parties and (ii) ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Finger, P.A., special Delaware counsel to the Credit Parties. (e) The Administrative Agent and the Lead Arrangers shall have been paid all costs, fees and expenses (including, without limitation, Attorney Costs of the Administrative Agent and the Lead Arrangers) to the extent then due and payable to the Administrative Agent or the Lead Arrangers, including those fees payable pursuant to the Engagement Letter (and with respect to expenses of the Lead Arrangers (other than Attorney Costs) limited to those expenses provided for in the Engagement Letter and (except in the case of fees) to the extent invoiced to the Borrower no later than three Business Days prior to the Closing Date. (f) The Administrative Agent shall have received (i) a certificate signed by a Responsible Officer of the Borrower, dated as of even date herewith the Closing Date certifying that each of the conditions precedent specified in clauses (the “Account Control Agreement”g), granting (i) and (j) of this Section 4.01 have been satisfied and (ii) a solvency certificate executed by an authorized representative of the Borrower, substantially in the form of Exhibit H. (g) All governmental and regulatory authorizations and third party approvals necessary in connection with (i) the financing contemplated hereby and (ii) the continuing operation of the Credit Parties and their Subsidiaries, in each case, shall have been obtained and be in full force and effect; except, with respect to clause (ii) only, where failure to obtain such authorizations or approvals would not have a Material Adverse Effect. (h) Each Credit Party shall have provided the documentation and other information to the Bank a first priority lien Administrative Agent as they reasonably determine are required by bank regulatory authorities under applicable “know-your-customer” and security interest Anti-Money Laundering Laws, including the Patriot Act, at least five Business Days prior to the Closing Date. (i) There will not exist (pro forma for the financing hereunder) any “event of default” under the Existing Debt or any other Material Indebtedness of Parent or its Subsidiaries. (j) All of the representations and warranties contained herein or in certain “Collateral” (any Loan Document by the Borrower and each Guarantor shall be true and correct in all material respects on the Closing Date to the same extent as defined though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date; provided that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the Account Control Agreement), which Collateral shall be in an amount of not less than $the amount of letters of credit outstanding. The Collateral under the Account Control Agreement shall be held by the Bank as support for the Applicants’ obligations under this Agreement, and shall be in form and substance satisfactory to the Bank. Notwithstanding anything to the contrary herein contained, the parties agree that ABC shall be entitled to withdraw from the account any funds in excess of the amount of the letters of credit outstanding from time to timetext thereof.

Conditions to Effectiveness. Without limiting or otherwise impairing the discretionary nature of this Agreement and the Bank’s decision whether or not to issue the Letter of Credit, this Agreement This Amendment shall become be effective upon satisfaction of each of the following conditions precedentconditions: (a) The Bank the Administrative Agent (or its counsel) shall have received duly executed originals from each of the Administrative Agent, the Borrower, the Guarantors, and the Lenders party hereto (which constitute all Lenders), either (a) a counterpart of this Agreement.Amendment signed on behalf of such party or (b) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this Amendment; (b) The Bank the Administrative Agent shall have received copies, certified by all documents which the Secretary Administrative Agent or Assistant Secretary any Lender may reasonably request relating to the existence of each Applicant (as defined below) Loan Party, the authority for and the validity of such party’s certificate of incorporation, bylaws and resolutions or actions of such party’s Board of Directors this Amendment and any other body, if necessary, authorizing the execution of this Agreement, each Application and each Letter of Credit to which such Applicant is party. (c) The Bank shall have received an incumbency certificate, executed by the Secretary or Assistant Secretary of each Applicant, which shall identify by name and title and bear the signatures of all authorized officers of such party authorized to sign this Agreement, each Application and each Letter of Credit to which such Applicant is party, upon which certificates the Bank shall be entitled to rely. (d) Arkansas Best Corporation (“ABC”) shall execute and deliver to the Bank an Account Control Agreement among ABC, the Bank and Union Bank, N.A., dated as of even date herewith (the “Account Control Agreement”), granting to the Bank a first priority lien and security interest Loan Documents entered into in certain “Collateral” (as defined in the Account Control Agreement), which Collateral shall be in an amount of not less than $the amount of letters of credit outstanding. The Collateral under the Account Control Agreement shall be held by the Bank as support for the Applicants’ obligations under this Agreementconnection herewith, and shall be any other matters relevant hereto or thereto, all in form and substance satisfactory to Administrative Agent, including without limitation a certificate of incumbency of each Loan Party, signed by the Bank. Notwithstanding anything Secretary, an Assistant Secretary, a member, manager, partner, trustee or other authorized representative of the respective Loan Party, certifying as to the contrary herein containednames, true signatures and incumbency of the officer or officers of the respective Loan Party, authorized to execute and deliver the Loan Documents, and certified copies of the following items: (i) such Loan Party’s Organizational Documents; (ii) such Loan Party’s Operating Documents; (iii) a certificate of the Secretary of State of such Loan Party’s state of organization as to the good standing or existence of such Loan Party, and (iv) the Organizational Action, if any, taken by the board of directors of such Loan Party or the members, managers, trustees, partners or other applicable Persons authorizing such Loan Party’s execution, delivery and performance of this Amendment and any other Loan Documents entered into in connection herewith; (c) the Administrative Agent shall have received an opinion of counsel to the Loan Parties, in a form and substance reasonably satisfactory to Administrative Agent and covering such matters relating to the transactions contemplated hereby as Administrative Agent may reasonably request, addressed to Administrative Agent and the Lenders; (d) the Administrative Agent shall have received a fully-executed and assembled copy of a Pledge Supplement (including all schedules, exhibits and annexes thereto) with respect to the equity interests in AFG, Stavig, Mystic and Classic H&G Holdco LLC, in form and substance reasonably satisfactory to Administrative Agent; (e) the Administrative Agent shall have received a fully-executed and assembled copy of a Joinder Agreement (including all schedules, exhibits and annexes thereto) with respect 140760.01015/150764687v.7 to the joinder of Mystic as a “Guarantor,” a “Grantor,” and a “Pledgor” to the Credit Agreement and the other Loan Documents, as applicable; (f) the Administrative Agent shall have received the results of a search of the UCC filings (or equivalent filings) made with respect to the Loan Parties in the states (or other jurisdictions) in which the Loan Parties are organized, the parties agree that ABC shall chief executive office of each such Person is located, any offices of such persons in which records have been kept relating to Collateral described in the Collateral Documents and the other jurisdictions in which UCC filings (or equivalent filings) are to be entitled made pursuant to withdraw from the account any funds in excess preceding paragraph, together with copies of the amount financing statements (or similar documents) disclosed by such search, and accompanied by evidence satisfactory to the Administrative Agent that the Liens other than Permitted Encumbrances indicated in any such financing statement (or similar document) have been released or subordinated to the satisfaction of Administrative Agent; (g) the Administrative Agent shall have received all amounts due and owing as of the letters date hereof, including (i) all reasonable and documented out-of-pocket costs and expenses incurred by Administrative Agent in the preparation and documentation of credit outstanding from time this Amendment (inclusive of reasonable and documented attorneys’ fees and out-of-pocket expenses of Blank Rome LLP) and (ii) payment of all other reasonable and documented out-of-pocket fees and reimbursement or payment of all reasonable and documented out-of-pocket expenses required to timebe reimbursed or paid by ▇▇▇▇▇▇▇▇ on the date hereof, in each case, to the extent that invoices have been provided to Borrower at least one (1) Business Day prior to the date hereof; and (h) the Administrative Agent shall have received all documents and other items that it may reasonably request relating to any other matters relevant hereto, all in form and substance reasonably satisfactory to the Administrative Agent.

Conditions to Effectiveness. Without limiting or otherwise impairing This Amendment shall be effective on the discretionary nature of this Agreement and the Bank’s decision whether or not to issue the Letter of Credit, this Agreement shall become effective upon satisfaction of Amendment Effective Date only if the following conditions precedentare satisfied on or before such Amendment Effective Date: (a) The Bank shall have received duly executed originals the receipt by the Administrative Agent of this Agreement.Amendment fully executed by all parties hereto; (b) The Bank shall have received copies, certified the receipt by the Secretary or Assistant Secretary Administrative Agent of the duly executed Second Amended and Restated Notes payable to the order of each Applicant (Lender that has requested a Note in a principal amount equal to its Commitment dated as defined below) of such party’s certificate of incorporation, bylaws and resolutions or actions of such party’s Board of Directors and any other body, if necessary, authorizing the execution of this Agreement, each Application and each Letter of Credit to which such Applicant is party.date hereof; (c) The Bank shall have received an incumbency certificate, executed by the Secretary or Assistant Secretary of each Applicant, which shall identify by name and title and bear payment to the signatures Administrative Agent of all authorized officers fees that are due and all expenses, including any billed fees and disbursements of such party authorized to sign ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, in connection with this Agreement, each Application and each Letter of Credit to which such Applicant is party, upon which certificates the Bank shall be entitled to rely.Amendment; (d) Arkansas Best Corporation the receipt by the Administrative Agent of a certificate of the Secretary or an Assistant Secretary of Borrower and each Guarantor setting forth (“ABC”i) shall resolutions of its board of directors with respect to the authorization of such Borrower or Guarantor to execute and deliver this Amendment, the Second Amended and Restated Notes and other documents executed in connection with Amendment to which it is a party and to enter into the transactions contemplated in those documents, (ii) the officers of such Loan Party (y) who are authorized to sign the Amendment, the Second Amended and Restated Notes and other documents executed in connection with Amendment to which the Borrower and/or each Guarantor is a party and (z) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Amendment, (iii) specimen signatures of such authorized officers, and (iv) the articles or certificate of incorporation and bylaws of such Loan Party, certified as being true and complete. The Administrative Agent and the Lenders may conclusively rely on such certificate until the Administrative Agent receives notice in writing from the Borrower to the Bank an Account Control Agreement among ABC, contrary; (e) the Bank and Union Bank, N.A., dated as receipt by the Administrative Agent of even date herewith (certificates of the “Account Control Agreement”), granting appropriate State agencies with respect to the Bank a first priority lien existence, qualification and security interest in certain “Collateral” good standing of Borrower; and (as defined in f) the Account Control Agreement), which Collateral shall be in an amount of not less than $the amount of letters of credit outstanding. The Collateral under the Account Control Agreement shall be held receipt by the Bank Administrative Agent of such other documents as support for the Applicants’ obligations under this Agreement, and shall be in form and substance satisfactory to the Bank. Notwithstanding anything to the contrary herein contained, the parties agree that ABC shall be entitled to withdraw from the account any funds in excess of the amount of the letters of credit outstanding from time to timeAdministrative Agent or its special counsel may reasonably request.

Conditions to Effectiveness. Without limiting or otherwise impairing the discretionary nature The effectiveness of this Agreement and the Bank’s decision whether iswas subject to satisfaction or not to issue the Letter of Credit, this Agreement shall become effective upon satisfaction waiver of the following conditions precedent:precedent (except as expressly set forth in the Post-Closing Letter (as defined in this Agreement as in effect immediately prior to the First Amendment Effective Date)): (a) The Bank Administrative Agent (or its counsel) shall have received duly executed originals from each Loan Party and the Lenders a counterpart of this AgreementAgreement and all other applicable Loan Documents signed on behalf of each such party. (b) The Bank Administrative Agent shall have received copiesa written opinion (addressed to the Administrative Agent, certified by the Secretary or Assistant Secretary Collateral Agent and the Lenders and dated the Third Restatement Date) of each Applicant of (i) Ropes & ▇▇▇▇ LLP, counsel for the Loan Parties, (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP, Ohio counsel for the Loan Parties and (iii) ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, Virginia counsel for the Loan Parties, in each case covering such matters relating to the Loan Parties, the Loan Documents or the transactions contemplated thereby as defined below) of the Administrative Agent shall reasonably request. The Loan Parties hereby request such party’s certificate of incorporation, bylaws and resolutions or actions of counsel to deliver such party’s Board of Directors and any other body, if necessary, authorizing the execution of this Agreement, each Application and each Letter of Credit to which such Applicant is partyopinions. (c) The Bank Administrative Agent shall have received an incumbency certificateOrganization Documents and such other documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization and existence of each Loan Party, executed the authorization of the transactions contemplated by the Secretary or Assistant Secretary Loan Documents, incumbency certificates evidencing the identity, authority and capacity of each Applicant, which shall identify by name and title and bear the signatures of all authorized officers of such party certain Responsible Officers thereof authorized to sign act as a Responsible Officer in connection with this Agreement, each Application Agreement and each Letter of Credit the other Loan Documents to which such Applicant Loan Party is partya party or is to be a party on the Third Restatement Date and any other legal matters relating to the Loan Parties, upon which certificates the Bank shall be entitled Loan Documents or the transactions contemplated thereby, all in form and substance reasonably satisfactory to relythe Administrative Agent and its counsel. (d) Arkansas Best Corporation (“ABC”) The Administrative Agent shall execute and deliver to the Bank an Account Control Agreement among ABC, the Bank and Union Bank, N.A., have received a Borrowing Base Certificate dated as of even date herewith (the “Account Control Agreement”)Third Restatement Date, granting relating to the Bank a first priority lien and security interest in certain “Collateral” (as defined in the Account Control Agreement)month ended April 30, which Collateral shall be in an amount of not less than $the amount of letters of credit outstanding. The Collateral under the Account Control Agreement shall be held by the Bank as support for the Applicants’ obligations under this Agreement2016, and shall be in form and substance satisfactory to the Bank. Notwithstanding anything to the contrary herein contained, the parties agree that ABC shall be entitled to withdraw from the account any funds in excess executed by a Financial Officer of the amount of the letters of credit outstanding from time to timeLead Borrower.

Conditions to Effectiveness. Without limiting or otherwise impairing the discretionary nature of this Agreement and the Bank’s decision whether or not to issue the Letter of Credit, this This Amending Agreement shall become effective upon satisfaction as of the following conditions precedentfirst date written above (the “Amendment Effective Date”) upon the condition precedent that the Agent shall have received the following, in form, substance and dated as of a date satisfactory to the Agent and Lenders: (i) duly executed counterparts hereof which, when taken together, bear the authorized signatures of the Borrower, the Corporation, each Lender and the Agent; (ii) a duly executed guarantee executed by the Corporation; (iii) a duly executed security agreement executed by the Corporation; (iv) a certified copy of (a) The Bank shall have received duly executed originals the constating documents of this Agreement. the Borrower and the Corporation; (b) The Bank shall have received copies, certified the resolutions of the board of directors of the Borrower and the Corporation approving the entering into and completion of all transactions contemplated by this Amending Agreement and the Secretary or Assistant Secretary of each Applicant (as defined below) of such party’s certificate of incorporation, bylaws and resolutions or actions of such party’s Board of Directors and any other body, if necessary, authorizing the execution of this Agreement, each Application and each Letter of Credit Loan Documents to which such Applicant it is a party. ; and (c) The Bank shall have received an incumbency certificate; (v) a certificate of status, executed compliance or like certificate with respect to the Borrower and the Corporation issued by the Secretary or Assistant Secretary appropriate governmental agency; (vi) a certified copy of each Applicantthe Indenture dated_______, which shall identify by name and title and bear 2004 among the signatures Borrower and_______, as trustee; (vii) certified copies of all authorized officers insurance policies maintained by the Corporation under terms and conditions satisfactory to Agent together with certificates of such party authorized to sign this Agreementinsurance and appropriate endorsements naming Agent as loss payee and/or first mortgage, each Application and each Letter of Credit to which such Applicant is party, upon which certificates the Bank shall be entitled to rely.as appropriate; (dviii) Arkansas Best Corporation (“ABC”) shall execute and deliver satisfactory opinions of the respective counsel to the Bank an Account Control Agreement among ABCBorrower and the Corporation, as to such matters as the Bank Agent may request; (ix) evidence of Personal Property Security Act registrations in such jurisdictions as the Agent may require; (x) such other certificates and Union Bank, N.A., dated documentation as of even date herewith the Agent may reasonably request; and (xi) the “Account Control Agreement”), granting to the Bank a first priority lien and security interest in certain “Collateral” (as defined in the Account Control Agreement), which Collateral shall be in an amount of not less than $the amount of letters of credit outstanding. The Collateral under the Account Control Agreement shall be held payment by the Bank as support for Borrower, of all reasonable legal fees and disbursements incurred by the Applicants’ obligations under Agent and the Lenders in connection with this Amending Agreement, and shall be in form and substance satisfactory to the Bank. Notwithstanding anything to the contrary herein contained, the parties agree that ABC shall be entitled to withdraw from the account any funds in excess of the amount of the letters of credit outstanding from time to time.

Conditions to Effectiveness. Without limiting or otherwise impairing the discretionary nature of this Agreement and the Bank’s decision whether or not to issue the Letter of Credit, this Agreement This Amendment shall become effective on the first date (the “Second Amendment Effective Date”) upon satisfaction which each of the following conditions precedenthas been satisfied: a. The Administrative Agent (aor its counsel) The Bank shall have received duly executed originals from the Borrower, each other Loan Party and each Lender either (i) a counterpart of this Agreement. (b) The Bank shall have received copies, certified by the Secretary or Assistant Secretary of each Applicant (as defined below) of such party’s certificate of incorporation, bylaws and resolutions or actions of such party’s Board of Directors and any other body, if necessary, authorizing the execution of this Agreement, each Application and each Letter of Credit to which such Applicant is party. (c) The Bank shall have received an incumbency certificate, executed by the Secretary or Assistant Secretary of each Applicant, which shall identify by name and title and bear the signatures of all authorized officers Amendment signed on behalf of such party authorized or (ii) written evidence satisfactory to sign the Administrative Agent (which may include facsimile or other electronic transmission of a signed counterpart of this AgreementAmendment) that such party has signed a counterpart of this Amendment. b. The Administrative Agent (or its counsel) shall have received, each Application and each Letter of Credit to which such Applicant is party, upon which certificates the Bank shall be entitled to rely. (d) Arkansas Best Corporation (“ABC”) shall execute and deliver to the Bank an Account Control Agreement among ABC, the Bank and Union Bank, N.A., dated as of even date herewith (the “Account Control Agreement”), granting to the Bank a first priority lien and security interest in certain “Collateral” (as defined in the Account Control Agreement), which Collateral shall be in an amount of not less than $the amount of letters of credit outstanding. The Collateral under the Account Control Agreement shall be held by the Bank as support for the Applicants’ obligations under this Agreement, and shall be in form and substance satisfactory to the Bank. Notwithstanding anything Administrative Agent, a Note (“New Note”) executed by the Borrower for each Lender requesting a Note to the contrary herein containedextent requested at least two (2) Business Days prior to the Second Amendment Effective Date. c. The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Second Amendment Effective Date) of ▇▇▇▇▇▇▇ Procter LLP, counsel for the Loan Parties, and covering such matters relating to the Loan Parties, this Amendment, the parties agree New Notes, if any, or other Loan Documents as the Administrative Agent shall reasonably request. d. The Administrative Agent shall have received: (i) a copy of each organizational document of each Loan Party and, to the extent applicable, certified as of a recent date by the appropriate governmental official or a certificate signed by an officer of such Loan Party certifying that ABC such organizational document has not been amended, modified or rescinded since they were last furnished in writing to the Administrative Agent, and remain in full force and effect as of the date hereof; (ii) signature and incumbency certificates of the officers of the Loan Parties executing this Amendment, the New Notes and each other agreement executed in connection therewith to which such Loan Party is a party as of the Second Amendment Effective Date; (iii) resolutions of the board of directors or similar governing body of each Loan Party approving and authorizing the execution, delivery and performance of this Amendment, the New Notes, the other Loan Documents and each other agreement executed in connection therewith to which such Loan Party is a party as of the Second Amendment Effective Date, certified as of the Second Amendment Effective Date by such Loan Party as being in full force and effect without modification or amendment; and (iv) a good standing certificate (to the extent such concept is known in the relevant jurisdiction) from the applicable Governmental Authority of each Loan Party’s respective jurisdiction of incorporation, organization or formation dated as of a recent date prior to the Second Amendment Effective Date. e. The Administrative Agent shall have received all fees due and payable on or prior to the Second Amendment Effective Date, and, to the extent invoiced at least one day prior to the Second Amendment Effective Date, shall have been reimbursed for all out of pocket expenses (including legal fees and expenses) required to be reimbursed by the Borrower hereunder. f. The Administrative Agent shall have received a Solvency Certificate. g. The Administrative Agent (or its counsel) shall have received the results of a search of the UCC filings with respect to each Loan Party. h. The Administrative Agent shall have received, at least three (3) Business Days prior to the Second Amendment Effective Date, all documentation and other information with respect to the Borrower and the Guarantors required under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act, as the Administrative Agent and Lenders shall have reasonably requested in writing at least ten (10) Business Days prior to Second Amendment Effective Date. The Administrative Agent and each requesting Lender shall have received, at least five days prior to the Second Amendment Effective Date and solely to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a certification regarding beneficial ownership of the Borrower as required by the Beneficial Ownership Regulation, in form and substance substantially the same as the form of Certification Regarding Beneficial Owners of Legal Entity Customers published jointly, in May 2018, by the Loan Syndications and Trading Association and Securities Industry and Financial Markets Association. i. All representations and warranties of the Borrower and each Loan Party set forth in the Credit Agreement (as amended hereby), this Amendment and the other Loan Documents shall be entitled true and correct in all material respects (or, with respect to withdraw from the account any funds representations and warranties already qualified by concepts of materiality, in excess all respects) on and as of the amount Second Amendment Effective Date (except for representations and warranties that expressly speak as of a specific date, then on and as of such specific date). j. Both immediately before and immediately after giving effect to this Amendment, no Default or Event of Default shall exist, have occurred and be continuing under the Credit Agreement or any of the letters other Loan Documents. k. No Material Adverse Effect shall have occurred or exist, and there has been no event, development or circumstance that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect. l. The Administrative Agent shall have received a certificate of credit outstanding from time to timea Responsible Officer of Borrower certifying that each of the conditions specified in paragraphs (i), (j) and (k) of this Section 4 has been satisfied. m. The Administrative Agent shall have received such other documents as the Administrative Agent or the Required Lenders (through the Administrative Agent) may reasonably request.

Conditions to Effectiveness. Without limiting or otherwise impairing the discretionary nature of this Agreement and the Bank’s decision whether or not to issue the Letter of Credit, this Agreement This Amendment shall become effective upon satisfaction on the date (the “Third Amendment Effective Date”) when (i) the Borrower and the Lenders shall have signed a counterpart hereof (whether the same or different counterparts) and shall have delivered (including by way of facsimile transmission) the following conditions precedentsame to the Administrative Agent; and (ii) the Administrative Agent shall have received the following: (a) The Bank shall have received duly executed originals from the Borrower, in immediately available funds, the unpaid fees and expenses of White & Case LLP incurred in connection with this Agreement.Amendment; (b) The Bank shall have received copiesfully executed copies of the Specified Agreements, certified by the Secretary and of all other documents, agreements and instruments executed or Assistant Secretary of each Applicant (as defined below) of such party’s certificate of incorporation, bylaws and resolutions or actions of such party’s Board of Directors and any other body, if necessary, authorizing the execution of this Agreement, each Application and each Letter of Credit to which such Applicant is party. (c) The Bank shall have received an incumbency certificate, executed by the Secretary or Assistant Secretary of each Applicantdelivered in connection therewith, which shall identify by name and title and bear the signatures of all authorized officers of such party authorized to sign this Agreement, in each Application and each Letter of Credit to which such Applicant is party, upon which certificates the Bank shall be entitled to rely. (d) Arkansas Best Corporation (“ABC”) shall execute and deliver to the Bank an Account Control Agreement among ABC, the Bank and Union Bank, N.A., dated as of even date herewith (the “Account Control Agreement”), granting to the Bank a first priority lien and security interest in certain “Collateral” (as defined in the Account Control Agreement), which Collateral shall be in an amount of not less than $the amount of letters of credit outstanding. The Collateral under the Account Control Agreement shall be held by the Bank as support for the Applicants’ obligations under this Agreement, and shall case be in form and substance satisfactory to the Bank. Notwithstanding anything Administrative Agent and shall be certified by the secretary or the assistant secretary of the Borrower as true, complete and correct, and as being in full force and effect, including that all amounts required to be paid to FUNimation thereunder shall be paid simultaneously herewith; (c) a certificate of the contrary herein containedBorrower’s secretary or assistant secretary certifying that the names and the signatures of its officers who are authorized to execute this Amendment and, as the case may be, the parties agree that ABC shall be entitled other documents, agreements and instruments executed or delivered in connection herewith to withdraw from which it is a party, are the account any funds in excess same as certified in, and have not changed since the date of delivery of, the certificate of the amount Borrower’s secretary delivered in connection with the Waiver and Second Amendment to Credit Agreement, dated as of November 6, 2007, among the Borrower, the Administrative Agent and the Lenders; (d) copies, certified by the secretary or assistant secretary of the letters Borrower, of credit outstanding from time the resolutions of its board of directors or similar governing body, approving this Amendment and, as the case may be, the documents, agreements and instruments executed or delivered in connection herewith to timewhich it is a party, and the transactions contemplated hereby and thereby; and (e) such other documents, instruments, and agreements reasonably requested by the Administrative Agent.

Conditions to Effectiveness. Without limiting or otherwise impairing the discretionary nature The effectiveness of this Agreement and Amendment shall be subject to the Bank’s decision whether satisfaction or not to issue the Letter of Credit, this Agreement shall become effective upon satisfaction waiver of the following conditions precedent:conditions, in each case, in form and substance reasonably satisfactory to the Lenders party thereto (the date upon which this Amendment becomes effective, the “Second Incremental Closing Date”): (a) The Bank shall have received duly executed originals the execution and delivery of this Agreement.Amendment by the Borrower, and the other Loan Parties party hereto, Administrative Agent and the Second Amendment Incremental Lenders; (b) The Bank at least three (3) Business Days prior to the Second Incremental Closing Date, the Administrative Agent and the Lenders shall have received copiesall documentation (including a W-9 or any other applicable tax forms) and other information required by Governmental Authorities under applicable “know your customer” and anti-money-laundering rules and regulations, certified including the Patriot Act, as shall have been requested in writing at least five (5) Business Days prior to the Second Incremental Closing Date by the Secretary Administrative Agent or Assistant Secretary of each Applicant (as defined below) of such party’s certificate of incorporation, bylaws and resolutions or actions of such party’s Board of Directors and any other body, if necessary, authorizing the execution of this Agreement, each Application and each Letter of Credit to which such Applicant is party.Lender; (c) The Bank the Administrative Agent shall have received an incumbency certificatea certificate of each Loan Party, dated the Second Incremental Closing Date and executed by the Secretary Secretary, Managing Member or Assistant Secretary of each Applicant, which shall identify by name and title and bear the signatures of all authorized officers equivalent officer of such party authorized Loan Party, substantially in the form of Exhibit C to sign this the Credit Agreement, each Application with appropriate insertions and each Letter attachments, including (i) the Operating Documents of Credit such Loan Party, (ii) the relevant board resolutions or written consents of such Loan Party adopted by such Loan Party for the purposes of authorizing such Loan Party to enter into and perform this Amendment and the other Loan Documents to which such Applicant it is a party, upon which certificates (iii) the Bank shall be entitled names, titles, incumbency and signature specimens of those representatives of such Loan Party who have been authorized by such resolutions and/or written consents to rely.execute Loan Documents on behalf of such Loan Party, and (iv) a long form good standing certificate for each Loan Party certified as of a recent date by the appropriate Governmental Authority of its respective jurisdiction of organization; (d) Arkansas Best Corporation the Administrative Agent shall have received a Solvency Certificate, dated the Second Incremental Closing Date from the chief financial officer or treasurer of the Borrower; (“ABC”e) the Administrative Agent shall execute and deliver have received the executed legal opinion of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, counsel to the Bank an Account Control Agreement among ABCLoan Parties, the Bank and Union Bank, N.A., dated as of even date herewith (the “Account Control Agreement”), granting to the Bank a first priority lien and security interest in certain “Collateral” (as defined in the Account Control Agreement), which Collateral shall be in an amount of not less than $the amount of letters of credit outstanding. The Collateral under the Account Control Agreement shall be held by the Bank as support for the Applicants’ obligations under this Agreement, and shall be in form and substance reasonably satisfactory to the Bank. Notwithstanding anything Administrative Agent; (f) the Borrower shall have paid to the contrary herein containedAdministrative Agent, for the parties agree that ABC account of the Lenders as of the Second Incremental Closing Date immediately prior to the effectiveness of this Amendment, an amendment fee in an amount equal to $1,749,687.50, for pro rata application to such Lenders according to their respective Aggregate Exposure Percentages (the “Second Amendment Fee”). The Second Amendment Fee shall be entitled fully earned upon becoming due and payable in accordance with the terms hereof (subject to withdraw from the account any funds in excess occurrence of the amount Second Incremental Closing Date), shall be payable in United States dollars in immediately available funds, shall be in addition to, but not in duplication of, any other fees, costs and expenses payable pursuant to the Loan Documents, shall not be subject to reduction for withholding, set-off or counterclaim, and once paid shall be nonrefundable for any reason whatsoever; and (g) Each of the letters of credit outstanding from time to timerepresentations and warranties set forth in Section 6 below shall be true and correct in all material respects.

Conditions to Effectiveness. Without limiting This Agreement shall become effective as of the date on which each of the following conditions has been satisfied, as determined by Agent in its sole discretion: (a) Agent shall have received (including by way of facsimile or otherwise impairing other electronic transmission) a duly authorized, executed and delivered counterpart of the discretionary nature signature page to this Agreement from each Borrower, the Agent and the Lenders; (b) Agent shall have received a fully executed copy of an amendment to the Affiliated Credit Agreement, in form and substance reasonably satisfactory to Agent; (c) Agent shall have received an updated Perfection Certificate, in form and substance reasonably satisfactory to Agent; (a) Agent shall have received a duly authorized, executed and delivered secretary’s certificate from each Credit Party certifying as to (i) the names and signatures of each officer of each Credit Party authorized to execute and deliver this Agreement and all documents executed in connection therewith, (ii) the organizational documents of each Credit Party attached to such certificate are complete and correct copies of such organizational documents as in effect on the date of such certification, (iii) the resolutions of each Credit Party’s board of directors or other appropriate governing body approving and authorizing the execution, delivery and performance of this Agreement and the Bank’s decision whether or not other documents executed in connection therewith, and (iv) certificates attesting to issue the Letter good standing of Credit, this Agreement shall become effective upon satisfaction of the following conditions precedent: (a) The Bank shall have received duly executed originals of this Agreement.each Credit Party in each applicable jurisdiction; (b) The Bank Agent shall have received copiesreceived, certified by with respect to each Credit Party, (i) current UCC searches from the Secretary or Assistant Secretary of State of its jurisdiction of organization; and (ii) judgment, pending litigation, federal tax lien, personal property tax lien, and corporate and partnership tax lien searches, in each Applicant (as defined below) of such party’s certificate of incorporationapplicable jurisdiction, bylaws and resolutions or actions of such party’s Board of Directors and any other bodyin each case, if necessary, authorizing with results reasonably acceptable to the execution of this Agreement, each Application and each Letter of Credit to which such Applicant is party.Agent; (c) The Bank Agent shall have received an incumbency certificateopinion of counsel to the Credit Parties, executed by addressed to the Secretary or Assistant Secretary of each ApplicantAgent and the Lenders, which shall identify by name and title and bear addressing such matters that the signatures of all authorized officers of such party authorized to sign this Agreement, each Application and each Letter of Credit to which such Applicant is party, upon which certificates the Bank shall be entitled to rely.Agent may reasonably request; (d) Arkansas Best Corporation Agent shall have received a duly executed Notice of Borrowing as required pursuant to Section 2.1(a)(ii) of the Credit Agreement; (“ABC”e) all representations and warranties of Borrowers contained herein shall execute be true and deliver correct in all material respects (without duplication of any materiality qualifier in the text of such representation or warranty) as of the date hereof except to the Bank an Account Control Agreement among ABC, the Bank extent that any such representation or warranty relates to a specific date in which case such representation or warranty shall be true and Union Bank, N.A., dated correct as of even such earlier date herewith (the “Account Control Agreement”and such parties’ delivery of their respective signatures hereto shall be deemed to be its certification thereof), granting ; (f) prior to and after giving effect to the Bank a first priority lien agreements set forth herein, no Default or Event of Default shall exist under any of the Financing Documents; and (d) Borrowers shall have delivered such other documents, information, certificates, records, permits, and security interest filings as the Agent may reasonably request in certain “Collateral” (as defined in the Account Control Agreement), which Collateral shall be in an amount of not less than $the amount of letters of credit outstanding. The Collateral under the Account Control Agreement shall be held by the Bank as support for the Applicants’ obligations under connection with this Agreement, and shall be in form and substance satisfactory to the Bank. Notwithstanding anything to the contrary herein contained, the parties agree that ABC shall be entitled to withdraw from the account any funds in excess of the amount of the letters of credit outstanding from time to time.

Conditions to Effectiveness. Without limiting or otherwise impairing the discretionary nature of this Agreement and the Bank’s decision whether or not to issue the Letter of Credit, this Agreement This Amendment shall become effective upon satisfaction of each of the following conditions precedentbeing satisfied to the satisfaction of the Administrative Agent: (a) The Bank Loan Parties, the Administrative Agent and the Required Lenders shall have received duly executed originals of and delivered this AgreementAmendment, which basis shall be satisfactory in form and substance to Administrative Agent, in its sole discretion. (b) The Bank Loan Parties shall pay the costs and expenses of the Administrative Agent, including without limitation, reasonable fees of the Administrative Agent’s counsel in connection with this Amendment. (c) Within sixty (60) days after the date of this Amendment, the Secretary or an Assistant Secretary of each of the Loan Parties shall have received copiesdelivered to the Administrative Agent a certificate, signed by such Secretary or Assistant Secretary and certifying as appropriate as to: (a) all action taken by each Loan Party in connection with this Amendment; (b) the names of the Senior Officers authorized to sign this Amendment and their true signatures; and (c) copies of its organizational documents as in effect on such date certified by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to the continued existence and good standing of each Loan Party in each state where organized; provided. however, that the Secretary or Assistant Secretary of each Applicant (as defined below) Loan Party may, in lieu of such party’s certificate delivering copies of incorporation, bylaws and resolutions or actions of such party’s Board of Directors and any other body, if necessary, authorizing the execution of this Agreement, each Application and each Letter of Credit to which such Applicant is party. (c) The Bank shall have received an foregoing incumbency certificate, executed organizational documents and good standing certificates, certify that the incumbency certificate, organizational documents and good standing certificates previously delivered by such Loan Party to the Secretary Administrative Agent remain in full force and effect and have not been modified, amended, or Assistant Secretary of each Applicant, which shall identify by name and title and bear rescinded since previously delivered to the signatures of all authorized officers of such party authorized to sign this Agreement, each Application and each Letter of Credit to which such Applicant is party, upon which certificates the Bank shall be entitled to relyAdministrative Agent. (d) Arkansas Best Corporation (“ABC”) shall execute All legal details and deliver to proceedings in connection with the Bank an Account Control Agreement among ABC, the Bank and Union Bank, N.A., dated as of even date herewith (the “Account Control Agreement”), granting to the Bank a first priority lien and security interest in certain “Collateral” (as defined in the Account Control Agreement), which Collateral shall be in an amount of not less than $the amount of letters of credit outstanding. The Collateral under the Account Control Agreement shall be held transactions contemplated by the Bank as support for the Applicants’ obligations under this Agreement, and Amendment shall be in form and substance satisfactory to Administrative Agent; and Administrative Agent shall have received from the Bank. Notwithstanding anything Loan Parties and Required Lenders all such other counterpart originals or certified or other copies of such documents and proceedings in connection with such transactions, in form and substance satisfactory to the contrary herein contained, the parties agree that ABC shall be entitled to withdraw from the account any funds in excess of the amount of the letters of credit outstanding from time to timeAdministrative Agent.

Conditions to Effectiveness. Without limiting or otherwise impairing the discretionary nature of this This Agreement and the Bank’s decision whether or not to issue the Letter of Credit, this Agreement Incremental Term Commitments shall become effective upon satisfaction on the date and at the time (the “Incremental Effective Date”) on which each of the following conditions precedentis first satisfied: (a) The Bank Administrative Agent shall have executed this Agreement and shall have received duly executed originals from the Borrower and each Incremental Term Lender (i) a counterpart of this Agreement signed on behalf of such party or (ii) evidence satisfactory to the Administrative Agent (which may include a facsimile transmission or other electronic transmission of a signed counterpart of this Agreement) that such party has signed a counterpart of this Agreement. (b) The Bank conditions set forth in paragraphs (a) and (b) of Section 4.02 of the Credit Agreement shall be satisfied on and as of the Incremental Effective Date, and the Administrative Agent shall have received copiesa certificate, certified dated the Incremental Effective Date and signed by a Financial Officer of the Secretary or Assistant Secretary of each Applicant Borrower, confirming compliance with (as defined belowi) of such party’s certificate of incorporationconditions and (ii) the representations and warranties contained in Section 2 above, bylaws and resolutions or actions of such party’s Board of Directors and any other body, if necessary, authorizing the execution of this Agreement, each Application and each Letter of Credit to which such Applicant is partytogether with reasonably detailed calculations demonstrating compliance with Section 2(e) above. (c) The Bank Administrative Agent shall have received an incumbency certificatea favorable written opinion (addressed to the Administrative Agent, executed the Lenders (including the Incremental Term Lenders) and the Issuing Banks and dated the Incremental Effective Date) of each of (i) Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, counsel for the Borrower, (ii) local counsel for the Borrower in each jurisdiction in which any Loan Party is organized, and the laws of which are not covered by the Secretary or Assistant Secretary of opinion letter referred to in clause (i) above, and (iii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, internal counsel for the Borrower, in each Applicant, which shall identify by name case in form and title and bear substance reasonably satisfactory to the signatures of all authorized officers of such party authorized to sign this Agreement, each Application and each Letter of Credit to which such Applicant is party, upon which certificates the Bank shall be entitled to relyAdministrative Agent. (d) Arkansas Best The Administrative Agent shall have received such board resolutions, secretary’s certificates, officer’s certificates and other documents as the Administrative Agent may reasonably request relating to the organization, existence and good standing of each Loan Party, the authorization of the transactions contemplated hereby and any other legal matters relating to the Loan Parties, the Loan Documents or the transactions contemplated hereby, all in form and substance reasonably satisfactory to the Administrative Agent. (e) On the Incremental Effective Date, the Collateral and Guarantee Requirement, after giving effect to the First Amendment dated as of December 4, 2013 to the Credit Agreement, shall have been satisfied and the Administrative Agent shall have received a completed Perfection Certificate dated the Incremental Effective Date and signed by a Financial Officer of the Borrower, together with all attachments contemplated thereby, including the results of a search of the Uniform Commercial Code (or equivalent) filings made with respect to the Borrower and the Designated Subsidiaries in the jurisdictions contemplated by the Perfection Certificate, delivered prior to the Incremental Effective Date, and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Administrative Agent that the Liens indicated by such financing statements (or similar documents) are permitted by Section 6.02 of the Credit Agreement or have been or will contemporaneously with the initial funding of Incremental Term Loans on the Incremental Effective Date be released. (f) The Borrower shall have notified the Administrative Agent of a request to borrow the Incremental Term Loans by telephone (a) in the case of a Eurocurrency Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the Incremental Effective Date (or, such shorter period of time as may be agreed to by the Administrative Agent) or (b) in the case of an ABR Borrowing, not later than 11:00 a.m., New York City time, on the Incremental Effective Date, in each case in accordance with Section 2.03 of the Credit Agreement. Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery or facsimile to the Administrative Agent of an executed written Borrowing Request. (g) The Administrative Agent shall have received a certificate, substantially in the form of Exhibit H to the Credit Agreement, from the chief financial officer of the Borrower confirming the solvency of the Borrower and its subsidiaries on a consolidated basis on the Incremental Effective Date after giving effect to the transactions to be effected on the Incremental Effective Date. (h) The Administrative Agent shall have received a reaffirmation agreement in form and substance reasonably satisfactory to the Administrative Agent, duly executed by each Loan Party, pursuant to which each Loan Party shall acknowledge that the Security Documents to which it is a party will remain in full force and effect, after giving effect to this Agreement and the transactions contemplated hereby, in accordance with their terms and will continue to apply in respect of the Credit Agreement and that the Obligations guaranteed or secured thereunder include (except with respect to Foreign Pledge Agreements subject to Section 6 below) all obligations created by this Agreement. (i) The acquisition by the Borrower of Digital Insight Corporation (the “ABCAcquisition”) shall execute have been consummated, or substantially simultaneously with occurrence of the Incremental Amendment Effective Date and deliver to the Bank an Account Control Borrowing of the Incremental Term Loans shall be consummated, in accordance with the Agreement among ABC, the Bank and Union Bank, N.A., Plan of Merger dated as of even date herewith December 2, 2013, by and among Fandango Holdings Corporation, a Delaware corporation, the Borrower, Delivery Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of the Borrower, and the Stockholder Representative named therein (together with all schedules, exhibits and other attachments thereto, the “Account Control Acquisition Agreement”) (and no provision of the Acquisition Agreement shall have been waived, amended, supplemented or otherwise modified in a manner materially adverse to the Incremental Term Lenders without the consent of the Administrative Agent (such consent not to be unreasonably withheld, delayed or conditioned)) (it being understood that (i) any decrease in the Acquisition consideration shall not be materially adverse to the interests of the Incremental Term Lenders so long as such decrease is allocated to reduce the senior unsecured bridge loan facility provided by banks and other financial institutions to the Borrower to provide a portion of the cash consideration payable for the Acquisition on a dollar-for-dollar basis, (ii) any increase in the Acquisition consideration which is funded solely with cash on hand or borrowings under the Borrower’s existing credit facilities, and not with proceeds of other indebtedness shall not be materially adverse to the Incremental Term Lenders, (iii) the granting of any consent under the Acquisition Agreement that is not materially adverse to the interests of the Incremental Term Lenders shall not otherwise constitute an amendment or waiver and (iv) any amendment or modification to the definition of “Material Adverse Effect” in the Acquisition Agreement as in effect on the date hereof shall be deemed to be materially adverse to the Incremental Term Lenders). (j) There not having occurred (a) except as set forth on Section 3.07 of the Disclosure Schedule to the Acquisition Agreement (as in effect on the date hereof), granting between August 1, 2013 and December 2, 2013, any event, occurrence, development or state of circumstances or facts that has had or would reasonably be expected to have, individually or in the Bank aggregate, a first priority lien and security interest in certain “CollateralMaterial Adverse Effect” (as defined in the Account Control Acquisition Agreement) or (b) since December 2, 2013, any “Material Adverse Effect” (as defined in the Acquisition Agreement); provided that for purposes of this paragraph (j), clause (A)(v) of the definition of “Material Adverse Effect” in the Acquisition Agreement shall not include any action taken, or failure to act, to which Collateral the Borrower has consented in writing unless the Administrative Agent shall have provided prior written consent thereto. (k) The Administrative Agent shall have received all documentation and other information about the Borrower and the Loan Parties as has been reasonably requested by the Administrative Agent or the Lenders (including the Incremental Term Lenders) in writing at least five days prior to the Incremental Effective Date and that they reasonably determine is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act. (l) The Administrative Agent shall have received, in immediately available funds, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower under the Credit Agreement or under Section 4 below. (m) The Administrative Agent shall have received payment from the Borrower, for the account of each Incremental Term Lender, an upfront fee (the “Incremental Term Fee”) in an amount of not less than $the amount of letters of credit outstanding. The Collateral under the Account Control Agreement shall be held by the Bank as support for the Applicants’ obligations under this Agreement, and shall be in form and substance satisfactory equal to the Bank. Notwithstanding anything to the contrary herein contained, the parties agree that ABC shall be entitled to withdraw from the account any funds in excess 0.50% of the aggregate principal amount of the letters Incremental Term Loan made by such Incremental Term Lender on the Incremental Effective Date. The Incremental Term Fee shall be payable in immediately available funds and, once paid, such fee or any part thereof shall not be refundable. (n) The Administrative Agent shall have received payment from the Borrower, for the account of credit each Term Lender holding a Term Loan outstanding from time under the Credit Agreement immediately prior to the Incremental Effective Date, (A) of all unpaid interest on such Term Loans accrued to the Incremental Effective Date and (B) of any amounts payable pursuant to Section 2.16 of the Credit Agreement as a result of the selection of new Interest Periods for Eurocurrency Borrowings commencing prior to the last day of their existing Interest Periods. The Administrative Agent shall notify the Borrower and the Lenders (including the Incremental Term Lenders) of the Incremental Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the obligations of the Incremental Term Lenders to provide Incremental Term Commitments hereunder shall not become effective unless each of the foregoing conditions shall have been satisfied (or waived) at or prior to 5:00 p.m., New York City time, on March 2, 2014 (and, in the event such conditions shall not have been so satisfied or waived, the Incremental Term Commitments shall terminate at such time).

Conditions to Effectiveness. Without limiting or otherwise impairing the discretionary nature of this Agreement and the Bank’s decision whether or not to issue the Letter of Credit, this Agreement This Amendment shall become effective upon satisfaction on the date (the “Amendment No. 2 Effective Date”) on which each of the following conditions precedentis satisfied: (a) The Bank A. the Administrative Agent shall have received duly executed originals of this Agreement. (b) The Bank shall have received copies, certified by the Secretary or Assistant Secretary of each Applicant (as defined below) of such party’s certificate of incorporation, bylaws and resolutions or actions of such party’s Board of Directors and any other body, if necessary, authorizing the execution a counterpart signature page of this Agreement, executed and delivered by (i) the Borrower, (ii) each Application other Loan Party, (iii) the Administrative Agent, (iv) the Additional Amendment No. 2 Refinancing Lenders and each Letter the Consenting Lenders (which, together with the Additional Amendment No. 2 Refinancing Lenders, shall constitute 100% of Credit to which such Applicant is party.all Lenders holding Initial Term Loans and Initial DDTL Commitments) and (v) the Amendment No. 2 Incremental Term Lender; B. the Administrative Agent (cor its counsel) The Bank shall have received a legal opinion from K▇▇▇▇▇▇▇ & E▇▇▇▇ LLP, New York counsel to the Loan Parties; C. the Administrative Agent (or its counsel) shall have received a solvency certificate from the chief financial officer, chief accounting officer or other officer with equivalent duties of the Borrower (after giving effect to the Amendment No. 2 Refinancing Term Loans, Amendment No. 2 Refinancing DDTL Commitments, and Amendment No. 2 Incremental Term Loans) substantially in the form attached as Exhibit E-2 to the Credit Agreement; D. the Administrative Agent (or its counsel) shall have received such certificates of good standing (or certificates of compliance) (in each case to the extent such concept exists) from the applicable secretary of state (or other Governmental Authority) of the jurisdiction of incorporation or organization of each Loan Party, certificates of resolutions or other action (including board resolutions), incumbency certificates, certificates of incorporation and/or other certificates of a Responsible Officer of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment; E. the Borrower shall have paid all fees and expenses due to the Amendment No. 2 Lead Arrangers and the Amendment No. 2 Co-Manager and their respective Affiliates (including, if applicable, as an incumbency certificateAmendment No. 2 Incremental Term Lender or New Term Lender) required to be paid on the Amendment No. 2 Effective Date, executed and (in the case of expenses) invoiced at least three Business Days before the Amendment No. 2 Effective Date (except as otherwise reasonably agreed by the Secretary or Assistant Secretary of each Applicant, which Borrower); F. the Borrower shall identify by name and title and bear the signatures of all authorized officers of such party authorized to sign this Agreement, each Application and each Letter of Credit to which such Applicant is party, upon which certificates the Bank shall be entitled to rely. (d) Arkansas Best Corporation (“ABC”) shall execute and deliver have delivered to the Bank an Account Control Agreement among ABCAdministrative Agent, the Bank New Term Lenders and Union Bank, N.A.the Amendment No. 2 Incremental Term Lender a certificate of a Responsible Officer, dated as the date of even date herewith (the “Account Control Agreement”)borrowing, granting to the Bank a first priority lien and security interest in certain “Collateral” (as defined in the Account Control Agreement), which Collateral shall be in an amount of not less than $the amount of letters of credit outstanding. The Collateral under the Account Control Agreement shall be held by the Bank as support for the Applicants’ obligations under this Agreement, and shall be in form and substance reasonably satisfactory to the BankAdministrative Agent, certifying as of Amendment No. Notwithstanding anything 2 Effective Date to the contrary herein containedrepresentations and warranties set forth in clauses B and C of Article IV above; and G. the Borrower shall have delivered to the Administrative Agent such notices of borrowing as required by Section 2.02 of the Credit Agreement. H. The Borrower shall have paid to the Administrative Agent, for the ratable account of (i) the Lenders holding Initial Term Loans immediately prior to the Amendment No. 2 Effectiveness Date, all accrued and unpaid interest and fees to, but not including, the parties agree that ABC shall be entitled Amendment No. 2 Effective Date and (ii) all Lenders holding Initial DDTL Commitments immediately prior to withdraw from the account any funds in excess of Amendment No. 2 Effectiveness Date, all accrued DDTL Commitment Fees on such Initial DDTL Commitments outstanding immediately prior to the amount of Amendment No. 2 Effectiveness Date to, but not including the letters of credit outstanding from time to timeAmendment No. 2 Effective Date.

Conditions to Effectiveness. Without limiting or otherwise impairing the discretionary nature of this Agreement and the Bank’s decision whether or not to issue the Letter of Credit, this Agreement This Amendment shall become effective upon satisfaction of on the date (the “Amendment No. 2 Effective Date”) on which the following conditions precedent:precedent are satisfied (or waived by the Administrative Agent): (a) The Bank Administrative Agent (or its counsel) shall have received duly executed originals from (i) the Administrative Agent, (ii) each Incremental Term Lender and (iii) each Loan Party, (x) a counterpart of this Amendment signed on behalf of such party or (y) written evidence reasonably satisfactory to the Administrative Agent (which may include telecopy or other electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (b) The Bank Administrative Agent shall have received copies, certified by the Secretary (i) such customary resolutions or Assistant Secretary other action of each Applicant Loan Party as the Administrative Agent may require evidencing the authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and (as defined belowii) of with respect to Borrower and Holdings, such party’s certificate of incorporationdocuments and certifications (including, bylaws and resolutions or actions of such party’s Board of Directors and any other bodywithout limitation, incumbency certificates, Organization Documents and, if necessaryapplicable, authorizing good standing certificates) as the execution Administrative Agent may reasonably require to evidence that each of this Agreementthe Borrower and Holdings is duly organized or formed, and that each Application of the Borrower and Holdings is validly existing and in good standing and (iii) bring down good standing certificates of each Letter Loan Party dated as of Credit to which such Applicant is partya recent date. (c) The Bank Holdings, the Borrower and each of the Subsidiary Guarantors shall have received an incumbency certificate, executed provided the documentation and other information reasonably requested in writing at least five (5) days prior to the Amendment No. 2 Effective Date by the Secretary Incremental Term Lenders as they reasonably determine is required by regulatory authorities in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the PATRIOT Act, in each case at least three (3) Business Days prior to the Amendment No. 2 Effective Date (or Assistant Secretary of each Applicant, which such shorter period as the Administrative Agent shall identify by name and title and bear the signatures of all authorized officers of such party authorized to sign this Agreement, each Application and each Letter of Credit to which such Applicant is party, upon which certificates the Bank shall be entitled to relyotherwise agree). (d) Arkansas Best Corporation All costs, fees, expenses (“ABC”including without limitation legal fees and expenses, title premiums, survey charges and recording taxes and fees) shall execute and deliver other compensation separately agreed in writing to be payable to the Bank an Account Control Amendment No. 2 Arrangers and the Administrative Agent shall have been paid to the extent due (and, in the case of expenses, invoiced in reasonable detail at least two Business Days prior to the Amendment No. 2 Effective Date). (e) Immediately after giving effect to this Amendment and the transactions contemplated hereby, (A) the representations and warranties of the Borrower and each other Loan Party contained in Article III of the Credit Agreement among ABC, the Bank and Union Bank, N.A., dated each other Loan Document are true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) on and as of even date herewith (the “Account Control Agreement”)Amendment No. 2 Effective Date, granting except to the Bank a first priority lien extent that such representations and security interest warranties specifically refer to an earlier date, in certain “Collateral” (as defined in the Account Control Agreement), which Collateral case they shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) as of such earlier date and (B) no Default exists. A Responsible Officer of the Borrower shall have delivered a certificate certifying as to the matters set forth in clauses (A) and (B). (f) The Administrative Agent shall have received an amount opinion of not less than $▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, special New York counsel to the amount of letters of credit outstanding. The Collateral under the Account Control Agreement shall be held by the Bank as support for the Applicants’ obligations under this AgreementLoan Parties, and shall be in form and substance reasonably satisfactory to the BankAdministrative Agent and the Amendment No. Notwithstanding anything to the contrary herein contained, the parties agree that ABC shall be entitled to withdraw from the account any funds in excess of the amount of the letters of credit outstanding from time to time.2

Conditions to Effectiveness. Without limiting or otherwise impairing The obligations of the discretionary nature of this Agreement and the Bank’s decision whether or Lenders to make Loans hereunder shall not to issue the Letter of Credit, this Agreement shall become effective upon satisfaction until the date on which each of the following conditions precedent:is satisfied (or waived in accordance with Section 9.2). (a) The Bank Administrative Agent shall have received duly executed originals all fees and other amounts due and payable on or prior to the Closing Date, including reimbursement or payment of this Agreementall out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Administrative Agent) required to be reimbursed or paid by the Borrower hereunder, under any other Credit Document and under any agreement with the Administrative Agent or SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc., as Arranger. (b) The Bank Administrative Agent (or its counsel) shall have received copies, certified the following: (i) a counterpart of this Agreement signed by or on behalf of each party hereto or written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of an executed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) [Reserved]; (iii) evidence satisfactory to Administrative Agent that the Existing Credit Agreement has been terminated and all amounts owing to the Lenders thereunder have been paid in full; (iv) a certificate of the Secretary or Assistant Secretary of each Applicant (as defined below) the Borrower in the form of such party’s certificate Exhibit 3.1(b)(iv), attaching and certifying copies of incorporation, its bylaws and of the resolutions or actions of such party’s Board its boards of Directors and any other body, if necessarydirectors, authorizing the execution execution, delivery and performance of this Agreementthe Credit Documents and certifying the name, title and true signature of each Application officer of the Borrower executing the Credit Documents; (v) certified copies of the articles or certificate of incorporation of the Borrower, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdictions of organization of the Borrower and each Letter other jurisdiction in which the failure to so qualify and be in good standing would have or would reasonably be expected to have a Material Adverse Effect; (vi) a favorable written opinion of inside or outside counsel to the Borrower, addressed to the Administrative Agent and each of the Lenders, and covering such matters relating to the Borrower, the Credit Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request; (vii) a certificate in the form of Exhibit 3.1(b)(vii), dated the Closing Date and signed by a Financial Officer, certifying that (A) no Default or Event of Default exists, (B) all representations and warranties of the Borrower set forth in the Credit Documents are true and correct in all material respects, (C) since September 30, 2008, there shall have been no change that has had or could be reasonably expected to have a Material Adverse Effect, (D) there are no actions, suits, investigations or legal, equitable, arbitration or administrative proceedings pending or, to the knowledge of the Borrower, threatened against the Borrower, any of its Subsidiaries or any of its properties which would have or be reasonably expected to have a Material Adverse Effect and (E) except as would not result or be reasonably expected to result in a Material Adverse Effect: (a) each of the properties of the Borrower and its Subsidiaries and all operations at such Applicant properties are in compliance in all material respects with all applicable Environmental Laws, (b) there is party. no violation of any Environmental Law with respect to the properties or the businesses operated by the Borrower or its Subsidiaries, and (c) The Bank shall have received an incumbency certificatethere are no conditions relating to the businesses or properties that would reasonably be expected to give rise to a material liability under any applicable Environmental Laws; (viii) if a Borrowing will be made on the Closing Date, a duly executed by Notice of Borrowing and a duly executed funds disbursement agreement, together with a report setting forth the Secretary or Assistant Secretary sources and uses of each Applicant, which shall identify by name and title and bear the signatures proceeds hereof; (ix) certified copies of all authorized officers consents, approvals, authorizations, registrations and filings and orders required or advisable to be made or obtained under any Requirement of Law, or by any Contractual Obligation of Borrower, in connection with the execution, delivery, performance, validity and enforceability of the Credit Documents or any of the transactions contemplated thereby, and such party authorized to sign this Agreementconsents, each Application approvals, authorizations, registrations, filings and each Letter of Credit to which such Applicant is party, upon which certificates the Bank shall be entitled to rely. (d) Arkansas Best Corporation (“ABC”) shall execute and deliver to the Bank an Account Control Agreement among ABC, the Bank and Union Bank, N.A., dated as of even date herewith (the “Account Control Agreement”), granting to the Bank a first priority lien and security interest in certain “Collateral” (as defined in the Account Control Agreement), which Collateral orders shall be in an amount of not less than $full force and effect and all applicable waiting periods shall have expired, and no investigation or inquiry by any governmental authority regarding the amount of letters of credit outstanding. The Collateral under Commitments or any transaction being financed with the Account Control Agreement proceeds thereof shall be held by ongoing; and (x) copies of (A) the Bank as support internally prepared quarterly financial statements of the Borrower and its subsidiaries on a consolidated basis for the Applicants’ obligations under this AgreementFiscal Quarter ending on June 30, 2009, and shall be in form (B) the audited consolidated financial statements for the Borrower and substance satisfactory to its subsidiaries for the Bank. Notwithstanding anything to the contrary herein containedfiscal years ending September 30, the parties agree that ABC shall be entitled to withdraw from the account any funds in excess of the amount of the letters of credit outstanding from time to time2006, 2007 and 2008.

Conditions to Effectiveness. Without limiting or otherwise impairing the discretionary nature of this Agreement and the Bank’s decision whether or not to issue the Letter of Credit, this Agreement This Amendment shall become effective upon satisfaction on the date on which each of the following conditions precedentprecedent are satisfied, as determined by the Lenders (the “Amendment No. 1 Effective Date”), unless waived in writing by the Lenders: (a) The Bank the Administrative Agent shall have received counterparts of each of this Amendment and the Incremental Commitments Fee Letter duly executed originals of this Agreement.and delivered by the parties hereto and thereto, respectively; (b) The Bank no Default or Event of Default shall have received copies, certified by occurred and be continuing or would result from the Secretary or Assistant Secretary of each Applicant (as defined below) of such party’s certificate of incorporation, bylaws and resolutions or actions of such party’s Board of Directors and any other body, if necessary, authorizing the execution effectiveness of this Agreement, each Application Amendment and each Letter the consummation of Credit to which such Applicant is party.the transactions contemplated hereby; (c) The Bank the representations and warranties set forth in Article III of the Credit Agreement and each of the representations and warranties contained in any certificate furnished at any time by or on behalf of the Loan Parties pursuant to the Credit Agreement, shall be true and correct in all material respects (or in all respects to the extent already qualified as to materiality) on and as of Amendment No. 1 Effective Date as if made on and as of such date, except to the extent any of such representations and warranties expressly relate to an earlier date; (d) the Administrative Agent shall have received an incumbency certificatea certificate of the Borrower, executed by the Secretary secretary or Assistant Secretary any assistant secretary of each Applicantits Board of Directors, which shall identify by name and title and bear substantially in the signatures form of all authorized officers of such party authorized to sign this Agreement, each Application and each Letter of Credit to which such Applicant is party, upon which certificates the Bank shall be entitled to rely. (d) Arkansas Best Corporation (“ABC”) shall execute and deliver Exhibit D to the Bank an Account Control Agreement among ABC, the Bank and Union Bank, N.A.Credit Agreement, dated as of even date herewith the Amendment No. 1 Effective Date, with respect to (i) the “Account Control Agreement”)authority of each Loan Party to execute, granting deliver, perform and observe the terms and conditions of this Amendment; (ii) the identity, authority and capacity (including specimen signatures) for each Person who, on behalf of each Loan Party, signed this Amendment; and (iii) each Loan Party’s valid existence under the laws of their respective jurisdiction; and (e) all documented fees and expenses required to be paid to the Bank a first priority lien Administrative Agent and security interest in certain “Collateral” (as defined in the Account Control Agreement), which Collateral shall be in an amount of not less than $the amount of letters of credit outstanding. The Collateral Lenders under the Account Control Agreement Incremental Commitments Fee Letter on or before the Amendment No. 1 Effective Date, and all documented attorney’s fees of the Administrative Agent and the Lenders in connection with this Amendment shall be held have been paid by the Bank as support for the Applicants’ obligations under this Agreement, and shall be in form and substance satisfactory to the Bank. Notwithstanding anything to the contrary herein contained, the parties agree that ABC shall be entitled to withdraw from the account any funds in excess of the amount of the letters of credit outstanding from time to timeBorrower.

Conditions to Effectiveness. Without limiting or otherwise impairing the discretionary nature The effectiveness of this Agreement and Amendment is subject to the Bank’s decision whether or not to issue the Letter of Credit, this Agreement shall become effective upon satisfaction of the following conditions precedent:precedent (the date on which all of such conditions shall first be satisfied, the “Amendment Effective Date”): (a) The Bank Administrative Agent shall have received duly executed originals from the Borrower, the Required Lenders and the Administrative Agent either (i) a counterpart of this AgreementAgreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page) that such party has signed a counterpart of this Amendment. (b) The Bank Administrative Agent shall have received copiessuch documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, certified by the Secretary or Assistant Secretary existence and good standing of each Applicant (as defined below) Loan Party, the authorization of such party’s certificate of incorporation, bylaws and resolutions or actions of such party’s Board of Directors the Amendment and any other bodylegal matters relating to the Credit Parties and the Loan Documents, if necessary, authorizing all in form and substance reasonably satisfactory to the execution of this Agreement, each Application Administrative Agent and each Letter of Credit to which such Applicant is partyits counsel. (c) The Bank Administrative Agent shall have received an incumbency certificatea certificate dated as of the Amendment Effective Date, executed and signed by a Vice President or Financial Officer of the Secretary Borrower, certifying that (i) the representations and warranties set forth in Section 5 of this Amendment are true as of the Amendment Effective Date, (ii) after giving effect to the Amendments and the transactions contemplated thereby, no Default or Assistant Secretary Event of each Applicant, which shall identify by name Default has occurred and title is continuing and bear (iii) the signatures conditions set forth in this Section 8 have been satisfied on and as of all authorized officers the Amendment Effective Date (other than conditions that are subject to the satisfaction of such party authorized to sign this Agreement, each Application and each Letter of Credit to which such Applicant is party, upon which certificates the Bank shall be entitled to relyAgent). (d) Arkansas Best Corporation The Credit Parties shall have paid, or have caused to be paid, all out-of-pocket expenses of the Administrative Agent in connection with this Amendment (“ABC”including fees, charges and disbursements of counsel) required to be reimbursed or paid by any Credit Party under the Loan Documents. (e) Since December 31, 2011, there has been no Material Adverse Effect. The Administrative Agent shall execute notify the Borrower and deliver to the Bank an Account Control Agreement among ABC, Lenders of the Bank Amendment Effective Date and Union Bank, N.A., dated as of even date herewith (the “Account Control Agreement”), granting to the Bank a first priority lien and security interest in certain “Collateral” (as defined in the Account Control Agreement), which Collateral such notice shall be in an amount of not less than $the amount of letters of credit outstanding. The Collateral under the Account Control Agreement shall be held by the Bank as support for the Applicants’ obligations under this Agreement, conclusive and shall be in form and substance satisfactory to the Bank. Notwithstanding anything to the contrary herein contained, the parties agree that ABC shall be entitled to withdraw from the account any funds in excess of the amount of the letters of credit outstanding from time to timebinding.

Conditions to Effectiveness. Without limiting or otherwise impairing the discretionary nature of this Agreement and the Bank’s decision whether or not to issue the Letter of Credit, this Agreement This Amendment shall become effective upon satisfaction on the date (the “Amendment Effective Date”) on which all of the following conditions precedentprecedent have been satisfied or waived: (a) 1. The Bank Administrative Agent shall have received a counterpart hereof duly executed originals of this Agreementand delivered by Borrower. (b) 2. The Bank Administrative Agent shall have received copiesexecuted Lender Consent Letters, certified by substantially in the form of Exhibit A hereto (“Lender Consent Letters”), from Lenders constituting the Required Lenders. 3. The Administrative Agent shall have received an executed Acknowledgment and Consent (together with this Amendment, the “Amendment Documents”), in the form set forth at the end of this Amendment, from AGW Leasing Company, Inc. and AirGate Network Services, LLC (together with the Borrower, the “Amendment Parties”). 4. The Administrative Agent shall have received, to the extent that it has not theretofore received, a certificate of the Secretary or Assistant Secretary of each Applicant (Amendment Party, dated the Amendment Effective Date, as defined below) to the incumbency and signature of each of the officers signing the Amendment Documents to which such Amendment Party is a party’s certificate of incorporation, bylaws and resolutions or actions of such party’s Board of Directors and any other bodyinstrument or document delivered by such Amendment Party in connection herewith, if necessary, authorizing together with evidence of the execution incumbency of this Agreement, each Application and each Letter of Credit to which such Applicant is party. (c) The Bank shall have received an incumbency certificate, executed by the Secretary or Assistant Secretary Secretary. 5. The Borrower and iPCS shall have entered into a Tax Sharing Agreement reasonably satisfactory to the Administrative Agent. 6. The Administrative Agent shall have received, on behalf of each ApplicantLender executing and delivering this Amendment on or before October 12, which shall identify by name and title and bear the signatures of all authorized officers of such party authorized to sign this Agreement2001, each Application and each Letter of Credit to which such Applicant is party, upon which certificates the Bank shall be entitled to rely. (d) Arkansas Best Corporation (“ABC”) shall execute and deliver to the Bank an Account Control Agreement among ABC, the Bank and Union Bank, N.A., dated as of even date herewith (the “Account Control Agreement”), granting to the Bank a first priority lien and security interest in certain “Collateral” (as defined in the Account Control Agreement), which Collateral shall be amendment fee in an amount equal to 0.10% of not less than $the sum of (i) the aggregate outstanding principal amount of letters of credit outstanding. The Collateral under Loans owing to such Lender and (ii) the Account Control Agreement shall be held by the Bank as support for the Applicants’ obligations under this Agreement, and shall be in form and substance satisfactory to the Bank. Notwithstanding anything to the contrary herein contained, the parties agree that ABC shall be entitled to withdraw from the account any funds in excess of the aggregate undrawn amount of the letters Commitments of credit outstanding from time to timesuch Lender.

Conditions to Effectiveness. Without limiting or otherwise impairing the discretionary nature of this Agreement and the Bank’s decision whether or not to issue the Letter of Credit, this Agreement This Amendment shall become be effective upon the satisfaction of each of the following conditions precedentconditions: (a) The Bank Administrative Agent (or its counsel) shall have received duly executed originals from Borrower, each Guarantor and the Required Lenders (including each Lender whose Tranche A Commitment is being increased in connection with this Amendment) either (i) a counterpart of this AgreementAmendment signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this Amendment. (b) The Bank Administrative Agent shall have received copies, certified by a replacement Notes for each Lender whose Tranche A Commitment is being increased in connection with this Amendment requesting the Secretary or Assistant Secretary same duly signed on behalf of each Applicant (as defined below) of such party’s certificate of incorporation, bylaws and resolutions or actions of such party’s Board of Directors and any other body, if necessary, authorizing the execution of this Agreement, each Application and each Letter of Credit to which such Applicant is party.Borrower (c) The Bank shall have received an incumbency certificate, executed by the Secretary or Assistant Secretary of each Applicant, which shall identify by name and title and bear the signatures of all authorized officers of such party authorized to sign this Agreement, each Application and each Letter of Credit to which such Applicant is party, upon which certificates the Bank Lenders shall be entitled to relyreasonably satisfied that no material adverse change in the business, assets, operations, properties, condition (financial or otherwise), liabilities (including contingent liabilities) or material agreements of Borrower and its Subsidiaries has occurred since June 30, 2007. (d) Arkansas Best Corporation (“ABC”) There shall execute be no injunction, writ, preliminary restraining order or other order of any nature issued by any Governmental Authority in any respect affecting the transactions provided for in this Amendment and deliver no action or proceeding by or before any Governmental Authority shall have been commenced and be pending or, to the Bank an Account Control Agreement among ABCknowledge of Borrower, threatened, seeking to prevent or delay the Bank transactions contemplated by this Amendment or challenging any other terms and Union Bank, N.A., dated as of even date provisions hereof or thereof or seeking any damages in connection herewith or therewith. (the “Account Control Agreement”), granting to the Bank a first priority lien e) The representations and security interest in certain “Collateral” (as defined warranties contained in the Account Control Agreement), which Collateral shall be in an amount of not less than $the amount of letters of credit outstanding. The Collateral under the Account Control Loan Agreement shall be held by true and correct in all material respects, except to the Bank as support extent such representations and warranties relate to an earlier date and, after giving effect to the amendments set forth in Section 2 hereof, no Default or Event of Default shall exist. (f) The Administrative Agent shall have received (i) for the Applicants’ obligations under account of each Lender whose Tranche A Commitment is being increased in connection with this AgreementAmendment, and shall be in form and substance satisfactory payable on the Amendment No. 1 Effective Date, a fee equal to the Bank. Notwithstanding anything to the contrary herein contained, the parties agree that ABC shall be entitled to withdraw from the account any funds in excess product of 0.20% multiplied by the amount of the letters increase in such Lender’s Tranche A Commitment and (ii) all other amounts due and payable on or prior to the Amendment No. 1 Effective Date, including, to the extent invoiced, reimbursement or payment of credit outstanding from time all out-of-pocket expenses required to timebe reimbursed or paid by Borrower hereunder. (g) All legal matters with respect to and all legal documents (including, but not limited to, the Loan Documents) executed in connection with the transactions contemplated by this Amendment shall be satisfactory to counsel for the Administrative Agent. (h) Borrower shall have paid the reasonable fees and disbursements of counsel to the Administrative Agent and the Lenders in connection with this Amendment. The Administrative Agent shall notify Borrower and the Lenders of the Amendment No. 1 Effective Date, and such notice shall be conclusive and binding.

Conditions to Effectiveness. Without limiting or otherwise impairing the discretionary nature of this Agreement and the Bank’s decision whether or not to issue the Letter of Credit, this This Agreement shall become effective upon satisfaction as of the date hereof only when the following conditions precedentshall have been satisfied and notice thereof shall have been given by the Agent to the Parent Guarantor, the Company and each Lender (the date of satisfaction of such conditions and the giving of such notice being referred to herein as the "Agreement Effective Date"): A. The Agent shall have received for each Lender counterparts hereof duly executed on behalf of the Parent Guarantor, the Company, the Agent and each of the Lenders (or notice of the approval of this Agreement by the Lenders satisfactory to the Agent shall have been received by the Agent). B. The Agent shall have received: (a1) The Bank shall have received duly executed originals Resolutions of this Agreement. (b) The Bank shall have received copies, certified by the Secretary or Assistant Secretary of each Applicant (as defined below) of such party’s certificate of incorporation, bylaws and resolutions or actions of such party’s Board of Directors or of the Executive Committee of the Board of Directors of the Company and any other body, if necessary, the Parent Guarantor approving and authorizing the execution execution, delivery and performance of this Agreement, certified by their respective corporate secretaries or assistant secretaries as being in full force and effect without modification or amendment as of the date of execution hereof by the Company or the Parent Guarantor, as the case may be; (2) A signature and incumbency certificate of the officers of the Company and the Parent Guarantor executing this Agreement; (3) For each Application Lender, an opinion, addressed to the Agent and each Letter of Credit Lender, from Kramer Levin Naftalis & Frankel LLP, ▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ce ▇▇▇▇▇▇▇ctory to which such Applicant is party.the Agent; (c4) The Bank shall have received an incumbency certificateSuch other information, executed by approvals, opinions, documents or instruments as the Secretary or Assistant Secretary of each Applicant, which shall identify by name and title and bear the signatures of all authorized officers of such party authorized to sign this Agreement, each Application and each Letter of Credit to which such Applicant is party, upon which certificates the Bank shall be entitled to rely.Agent may reasonably request; (d5) Arkansas Best Corporation (“ABC”) shall execute and deliver An amount equal to the Bank an Account Control Agreement among ABCunpaid legal fees owed to Agent's counsel; and (6) For the pro rata benefit of the Lenders, the Bank and Union Bank, N.A., dated as of even date herewith (the “Account Control Agreement”), granting to the Bank a first priority lien and security interest fee in certain “Collateral” (as defined in the Account Control Agreement), which Collateral shall be in an amount of not less than $the amount of letters $1,000,000; provided, however, that if any Lender is a party to any debtor in possession facility entered into by the Company within six months after the date hereof, one half of credit outstanding. The Collateral under the Account Control Agreement fee received by such Lender hereunder shall be held by applied to reduce the Bank as support for the Applicants’ obligations under this Agreement, and shall be fee payable to such Lender in form and substance satisfactory to the Bank. Notwithstanding anything to the contrary herein contained, the parties agree that ABC shall be entitled to withdraw from the account any funds in excess respect of the amount of the letters of credit outstanding from time to timesuch financing.

Conditions to Effectiveness. Without limiting or otherwise impairing This Agreement will become effective on the discretionary nature first date (the “Incremental Effective Date”) on which the following conditions are satisfied: A. The Agent shall have received counterparts of this Agreement executed and delivered by the Borrower, the other Loan Parties, each Increasing Lender and the Bank’s decision whether or not to issue Agent. B. If so requested by any Increasing Lender, the Letter of Credit, this Agreement shall become effective upon satisfaction of the following conditions precedent: (a) The Bank Agent shall have received duly executed originals of this Agreementa Note made by the Borrower and payable to such Increasing Lender. (b) C. The Bank Agent shall have received copies, certified by a certificate of the Secretary or Assistant Secretary (or other individual performing similar functions) of the Borrower and each Guarantor, dated as of the Incremental Effective Date, certifying (i) that attached thereto is a true and complete copy of each Applicant (as defined below) organizational document of such party’s certificate entity certified (to the extent applicable) as of incorporationa recent date by the Secretary of State of the state of its incorporation or organization, bylaws as the case may be, (ii) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors, managers, or actions other applicable governing body of such party’s Board of Directors and any other body, if necessary, entity authorizing the execution execution, delivery and performance of the documents executed in connection with this Agreement, (iii) that attached thereto is a certificate of good standing (or certificate of similar meaning) with respect to each Application such entity issued as of a recent date by the Secretary of State of the state of its incorporation or organization, as the case may be, and (iv) as to the incumbency and specimen signature of each Letter officer executing any documents delivered in connection with this Agreement on behalf of Credit such entity; provided that in the case of the certificate delivered with respect to which the Borrower or any Guarantor, such Applicant is partycertificate can certify that there have been no changes to such documents or items described in the foregoing clauses (i) or (iv) since the date of delivery thereof to the Agent. (c) D. The Bank Agent shall have received an incumbency certificateopinion of ▇▇▇▇▇▇, executed by the Secretary or Assistant Secretary of each Applicant▇▇▇▇▇ & Bockius LLP, which shall identify by name and title and bear the signatures of all authorized officers of such party authorized to sign this Agreement, each Application and each Letter of Credit to which such Applicant is party, upon which certificates the Bank shall be entitled to rely. (d) Arkansas Best Corporation (“ABC”) shall execute and deliver counsel to the Bank an Account Control Agreement among ABC, Borrower and the Bank and Union Bank, N.A.other Loan Parties, dated as of even date herewith (the “Account Control Agreement”)Incremental Effective Date, granting addressed to the Bank a first priority lien Agent, the Issuing Banks and security interest in certain “Collateral” (the Lenders and covering such matters as defined in the Account Control Agreement), which Collateral Agent may reasonably request. E. The Agent shall be in an amount of not less than $the amount of letters of credit outstanding. The Collateral under the Account Control Agreement shall be held have received all reasonable fees and other amounts due and payable by the Bank as support for Borrower to the Applicants’ obligations under Agent, the Arranger and the Lenders on or prior to the date hereof, including, to the extent invoiced, reimbursement or payment of all out of pocket expenses required pursuant to the terms of the Credit Agreement to be reimbursed or paid by the Borrower in connection herewith. F. Upon the reasonable request of the Agent or any Increasing Lender made at least ten (10) days prior to the Incremental Effective Date, the Borrower shall have provided to the Agent or such Increasing Lender the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including the PATRIOT Act, in each case at least five (5) days prior to the Incremental Effective Date. G. As of the date hereof, both immediately before and immediately after entering into this Agreement, and shall be in form and substance satisfactory no Default or Event of Default exists. H. After giving effect to the Bank. Notwithstanding anything to the contrary herein containedthis Agreement, the parties agree that ABC shall be entitled to withdraw from Borrower is in compliance with the account any funds in excess requirements of Section 2.17 of the amount of the letters of credit outstanding from time to timeCredit Agreement.

Conditions to Effectiveness. Without limiting or otherwise impairing the discretionary nature of this Agreement and the Bank’s decision whether or not to issue the Letter of Credit, this Agreement This Amendment shall become effective upon satisfaction of on a date (the "AMENDMENT EFFECTIVE DATE"), on or before September 10, 2001, if the following conditions precedentshall have been satisfied on and as of such date: (a) The Bank Counterparts of this Amendment shall have received duly been executed originals of this Agreement.by the Borrower and the Lender, and counterparts hereof as so executed shall have been delivered to the Lender; (b) The Bank Acknowledgment and Consent appended hereto shall have received copies, certified been executed by the Secretary or Assistant Secretary of each Applicant (Credit Parties named therein, and counterparts thereof as defined below) of such party’s certificate of incorporation, bylaws and resolutions or actions of such party’s Board of Directors and any other body, if necessary, authorizing so executed shall have been delivered to the execution of this Agreement, each Application and each Letter of Credit to which such Applicant is party.Lender; (c) The Bank Borrower shall have paid or caused to be paid all reasonable fees and expenses of the Lender and of counsel to the Lender which have been invoiced on or prior to such date in connection with the preparation, execution and delivery of this Amendment and the other Credit Documents and the consummation of the transactions contemplated hereby and thereby; (d) The Lender shall have received an incumbency certificatecertified copies of the resolutions of the Board of Directors of the Borrower and each other Credit Party, executed approving this Amendment and each of the Credit Documents to which the Borrower or any such other Credit Party, as the case may be, is or may become a party, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the execution, delivery and performance by the Borrower or any such other Credit Party of this Amendment and each of the Credit Documents to which it is or may become a party; (e) The Lender shall have received a certificate of the Secretary, an Assistant Secretary or Assistant Secretary other authorized officer of the Borrower and of each Applicantother Credit Party, which shall identify by name certifying the names and title and bear the true signatures of all authorized the officers of the Borrower or such party other Credit Party, as the case may be, authorized to sign this Agreement, each Application Amendment and each Letter of the Credit Documents to which the Borrower or such Applicant other Credit Party is party, upon a party and any other documents to which certificates the Bank Borrower or any such other Credit Party is a party which may be executed and delivered in connection herewith; and (f) All corporate and other proceedings and all documents incidental to the transactions contemplated hereby shall be entitled to rely. (d) Arkansas Best Corporation (“ABC”) shall execute satisfactory in substance and deliver form to the Bank an Account Control Agreement among ABCLender, and the Lender shall have received all such counterpart originals or certified or other copies of such documents as the Lender may reasonably request. and thereafter this Amendment shall be binding upon and inure to the benefit of the Borrower and the Lender and their respective permitted successors and assigns. After this Amendment becomes effective, the Bank and Union Bank, N.A., dated as Lender will promptly furnish a copy of even date herewith (the “Account Control Agreement”), granting this Amendment to the Bank a first priority lien and security interest in certain “Collateral” (as defined in the Account Control Agreement), which Collateral shall be in an amount of not less than $the amount of letters of credit outstanding. The Collateral under the Account Control Agreement shall be held by the Bank as support for the Applicants’ obligations under this Agreement, and shall be in form and substance satisfactory to the Bank. Notwithstanding anything to the contrary herein contained, the parties agree that ABC shall be entitled to withdraw from the account any funds in excess of the amount of the letters of credit outstanding from time to timeBorrower.

Conditions to Effectiveness. Without limiting or otherwise impairing the discretionary nature of this Agreement and the Bank’s decision whether or not to issue the Letter of Credit, this Agreement Section 3.1. This Amendment shall become effective upon satisfaction of on the following conditions precedentdate (the “Amendment No. 1 Effective Date”) on which: (a) The Bank Administrative Agent (or its counsel) shall have received duly executed originals from (i) the Administrative Agent, (ii) the Incremental Revolving Lenders, (iii) the Incremental Term Lenders, (iv) each Lender (which Lenders shall also constitute the Required Lenders) other than a Non-Consenting Lender and (v) each Loan Party, a counterpart of this AgreementAmendment executed by a Responsible Officer of each Loan Party and a duly authorized officer of the Administrative Agent and each Lender. For purposes of this Section 3.1(a), the Responsible Officers shall be limited to ​ the President, Chief Executive Officer, Chief Financial Officer and General Counsel of each applicable Loan Party. (b) The Bank Administrative Agent shall have received copiesa customary written opinion of counsel for the Loan Parties, certified by dated the Secretary or Assistant Secretary of each Applicant (as defined below) of such party’s certificate of incorporationAmendment No. 1 Effective Date and addressed to the Administrative Agent and the Lenders, bylaws in form and resolutions or actions of such party’s Board of Directors and any other body, if necessary, authorizing substance reasonably acceptable to the execution of this Agreement, each Application and each Letter of Credit to which such Applicant is partyAdministrative Agent. (c) The Bank Administrative Agent shall have received an incumbency certificateOfficer’s Certificate dated the Amendment No. 1 Effective Date, executed by certifying as to the Secretary or Assistant Secretary Organization Documents of each ApplicantLoan Party (which, which shall identify by name and title and bear to the signatures of all authorized officers of such party authorized to sign this Agreementextent filed with a Governmental Authority, each Application and each Letter of Credit to which such Applicant is party, upon which certificates the Bank shall be entitled to relycertified as of a recent date by such Governmental Authority), the resolutions of the governing body of each Loan Party, the good standing, existence or its equivalent of each Loan Party and of the incumbency (including specimen signatures) of the Responsible Officers of each Loan Party. (d) Arkansas Best Corporation (“ABC”) The Borrower shall execute and deliver pay to the Bank an Account Control Lenders such fees as shall have been separately agreed upon in writing in the amounts and at the times so specified, in each case after giving effect to (x) this Amendment No. 1 and (y) any replacement of a Non-Consenting Lender pursuant to Section 11.13 of the Credit Agreement among ABCin connection herewith. The Administrative Agent, the Bank Amendment No. 1 Arranger and Union Bankthe Lenders shall have received all other fees and expenses, N.A.if any, dated owing pursuant to the Amendment No. 1 Engagement Letter and Section 2.09 of the Credit Agreement. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever. (e) The representations and warranties of the Borrower and each other Loan Party set forth in Section 4.1 of this Amendment, in Article V of the Credit Agreement and in any other Loan Document shall (i) with respect to representations and warranties that contain a materiality qualification, be true and correct on and as of even the date herewith of this Amendment and (ii) with respect to representations and warranties that do not contain a materiality qualification, be true and correct in all material respects on and as of the “Account Control Agreement”date of this Amendment, and except that for purposes of this Section 3.1(e), granting to the Bank a first priority lien representations and security interest warranties contained in certain “Collateral” Sections 5.05(a) and (as defined in b) of the Account Control Agreement), which Collateral shall be in an amount of not less than $the amount of letters of credit outstanding. The Collateral under the Account Control Credit Agreement shall be held by deemed to refer to the Bank as support for most recent statements furnished pursuant to Sections 6.01(a) and (b) of the Applicants’ obligations under this Credit Agreement, respectively. (f) At the time of and immediately after giving effect to this Amendment, no Default shall exist or would result from this Amendment, the incurrence of the First Incremental Revolving Commitments or the First Incremental Term Commitments as contemplated hereunder or from the application of the proceeds therefrom. (g) The Administrative Agent shall have received a certificate, dated the Amendment No. 1 Effective Date and signed by a Responsible Officer of the Borrower, confirming compliance with the conditions set forth in paragraphs (e) and (f) of this Section 3.1. For purposes of this Section 3.1(g), the Responsible Officers shall be in form and substance satisfactory limited to the Bank. Notwithstanding anything President, Chief Executive Officer, Chief Financial Officer and General Counsel of the Borrower. (h) The Administrative Agent shall have received a Loan Notice with respect to the contrary herein contained, Loans to be made on the parties agree that ABC shall be entitled to withdraw from the account any funds in excess of the amount of the letters of credit outstanding from time to time.Amendment No. 1

Conditions to Effectiveness. Without limiting or otherwise impairing This Amendment shall be effective on the discretionary nature of this Agreement and the Bank’s decision whether or not to issue the Letter of Credit, this Agreement shall become effective Sixth Amendment Effective Date upon satisfaction of each of the following conditions precedentconditions: (a) The Bank the Administrative Agent (or its counsel) shall have received duly executed originals from each of the Borrowers, the Guarantors, Existing Lenders constituting at least the Required Lenders (determined prior to, and without giving effect to, the New Lender having joined the Credit Agreement and the increase in the Revolving Loan Commitments effectuated pursuant to this Amendment) and the New Lender, either (a) a counterpart of this Agreement.Amendment signed on behalf of such party or (b) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this Amendment; (b) The Bank the Administrative Agent shall have received copiesall amounts owing to it on or prior to the Sixth Amendment Effective Date, certified including payment of all other fees and reimbursement or payment of all legal fees and other expenses required to be reimbursed or paid by the Secretary or Assistant Secretary of each Applicant (as defined below) of such party’s certificate of incorporation, bylaws and resolutions or actions of such party’s Board of Directors and any other body, if necessary, authorizing Borrowers to the execution of this Agreement, each Application and each Letter of Credit extent that invoices have been provided to which such Applicant is party.the Borrowers; (c) The Bank the Administrative Agent shall have received an incumbency certificateevidence reasonably satisfactory to it that the Domestic Borrower and BGP, executed by have entered into a certain term sheet (the Secretary or Assistant Secretary “JV Term Sheet”) setting forth the terms of each Applicant, which shall identify by name and title and bear the signatures of all authorized officers of such party authorized to sign this Agreement, each Application and each Letter of Credit a transaction pursuant to which such Applicant is partythe Domestic Borrower and BGP, upon which certificates will directly or indirectly form a joint venture involving a substantial portion of the Bank shall be entitled Domestic Borrower’s land-based seismic data acquisition equipment business, and certain related transactions, all on terms and conditions reasonably satisfactory to rely.the Administrative Agent and Existing Lenders comprising not less than the Required Lenders; (d) Arkansas Best Corporation (“ABC”) the Administrative Agent shall execute have received all documents and deliver other items that it may reasonably request relating to the Bank an Account Control Agreement among ABCany other matters relevant hereto, the Bank and Union Bank, N.A., dated as of even date herewith (the “Account Control Agreement”), granting to the Bank a first priority lien and security interest in certain “Collateral” (as defined in the Account Control Agreement), which Collateral shall be in an amount of not less than $the amount of letters of credit outstanding. The Collateral under the Account Control Agreement shall be held by the Bank as support for the Applicants’ obligations under this Agreement, and shall be all in form and substance satisfactory to the Bank. Notwithstanding anything to the contrary herein contained, the parties agree that ABC Administrative Agent; and (e) no Default or Event of Default shall be entitled to withdraw from the account any funds in excess of the amount of the letters of credit outstanding from time to timeexist.

Conditions to Effectiveness. Without limiting or otherwise impairing the discretionary nature of this Agreement This Second Amended and the Bank’s decision whether or not to issue the Letter of Credit, this Restated Credit Agreement shall become effective upon satisfaction as of the Amendment Effective Date if, on or before the Amendment Effective Date, the following conditions precedenthave been satisfied: (a) The Bank the Administrative Agent shall have received received: (i) counterparts of this Agreement executed by the Lenders, the Borrower and each Guarantor; (ii) a certificate of the secretary, assistant secretary, or other similar officer of each Loan Party certifying (A) as to the names and signatures of each officer of such Loan Party authorized to execute and deliver any Loan Document, (B) that the Constituent Documents of such Loan Party attached to such certificate are complete and correct copies of such Constituent Documents as in effect on the date of such certification and (C) as to the resolutions of such Loan Party’s board of directors or other appropriate governing body approving and authorizing the execution, delivery and performance of this Agreement and each Loan Document to which such Loan Party is a party; (iii) duly executed originals favorable opinions of counsel to the Loan Parties in New York, Delaware and Texas, each addressed to the Agents, the Arrangers, the L/C Issuer and the Lenders and addressing such matters as the Administrative Agent may reasonably request and in form and substance reasonably satisfactory to the Administrative Agent; (iv) a certificate, dated as of the Amendment Effective Date, of the secretary, assistant secretary, or other similar officer of each Loan Party certifying compliance with the conditions precedent set forth in Sections 3.2(b) and (c); and (v) evidence that the Loan Parties shall have taken or caused to be taken such actions, including with respect to filings or recordings, reasonably requested by the Administrative Agent in connection with this Agreement.; (b) The Bank Since December 31, 2012, there shall not have received copies, certified by the Secretary or Assistant Secretary of each Applicant (as defined below) of such party’s certificate of incorporation, bylaws and resolutions or actions of such party’s Board of Directors and occurred any other body, if necessary, authorizing the execution of this Agreement, each Application and each Letter of Credit to which such Applicant is party.Material Adverse Effect; (c) The Bank substantially concurrently with the Amendment Effective Date, the Borrower shall have received an incumbency certificatepaid, executed by in full, all amounts of principal, interest and fees owing to each Departing Lender under, and in compliance with the Secretary or Assistant Secretary of each Applicantterms of, which shall identify by name and title and bear the signatures of all authorized officers of such party authorized to sign this Original Credit Agreement, each Application and each Letter of Credit to which such Applicant is party, upon which certificates the Bank shall be entitled to rely.; (d) Arkansas Best Corporation (“ABC”) the Borrower shall execute and deliver have paid, in full, all amounts of fees owing to each Lender in respect of the Bank an Account Control Agreement among ABC, the Bank and Union Bank, N.A., dated as of even date herewith (the “Account Control Agreement”), granting to the Bank a first priority lien and security interest in certain “Collateral” Revolving Credit Facility (as defined in the Account Control Original Credit Agreement)) in compliance with the terms of the Original Credit Agreement; and (e) There shall have been paid to the Administrative Agent, which Collateral shall be in an amount of not less than $the amount of letters of credit outstanding. The Collateral under the Account Control Agreement shall be held by the Bank as support for the Applicants’ obligations respective accounts of the Agents, the Arrangers, the L/C Issuer and the Lenders, as the case may be, all fees and all reimbursements of costs or expenses, in each case due and payable under this Agreementany Loan Document on or before the Amendment Effective Date, and shall be in form and substance satisfactory with such invoices received subsequent to the Bank. Notwithstanding anything Amendment Effective Date to the contrary herein contained, the parties agree that ABC shall be entitled to withdraw from the account any funds in excess of the amount of the letters of credit outstanding from time to timepaid reasonably promptly.

Conditions to Effectiveness. Without limiting or otherwise impairing This Agreement will become effective on the discretionary nature first date (the “Increase Effective Date”) on which the following conditions are satisfied: A. The Agent shall have received counterparts of this Agreement executed and delivered by the Borrower, the other Loan Parties, the Additional Lender and the Bank’s decision whether Agent. B. The Agent shall have received a Borrowing Request for the Requested Incremental Term Loan to be made on the date hereof in substantially the form of Exhibit H to the Credit Agreement and in accordance with Section 2.03 of the Credit Agreement. C. If so requested by the Additional Lender, the Agent shall have received Notes made by the Borrower and payable to such Additional Lender. D. The Agent shall have received a certificate of each Loan Party, signed by a Financial Officer of such Loan Party and dated as of the Increase Effective Date, certifying (i) that attached thereto is a true and complete copy of each organizational document of such entity certified (to the extent applicable) as of a recent date by the Secretary of State of the state of its incorporation or not organization, as the case may be, (ii) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors, managers, or other applicable governing body of such entity authorizing the Incremental Commitments and the execution, delivery and performance of the documents executed in connection with this Agreement, (iii) that attached thereto is a certificate of good standing (or certificate of similar meaning) with respect to issue each such entity issued as of a recent date by the Letter Secretary of CreditState of the state of its incorporation or organization, as the case may be, (iv) as to the incumbency and specimen signature of each officer executing any documents delivered in connection with this Agreement shall become effective upon satisfaction on behalf of such entity, and (v) in the case of the following conditions precedent: Borrower, that (x) the representations and warranties contained in Article III of the Credit Agreement and the other Loan Documents are true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the Increase Effective Date, except to the extent any such representation or warranty relates solely to an earlier date, in which case such representation or warranty shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date, and the representations and warranties contained in Section 3.04 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) or (b), as applicable, of Section 5.01 of the Credit Agreement and (y) no Default or Event of Default exists; provided that in the case of the certificate delivered with respect to the Borrower or any Guarantor, such certificate can certify that there have been no changes to such documents or items described in the foregoing clauses (i) or (iv) since the delivery thereof to the Agent on or after the Effective Date. E. The Bank Agent shall have received duly executed originals all reasonable fees and other amounts due and payable by the Borrower to the Agent on or prior to the date hereof, including, to the extent invoiced, reimbursement or payment of this Agreementall out of pocket expenses required pursuant to the terms of the Credit Agreement to be reimbursed or paid by the Borrower in connection herewith. (b) The Bank shall have received copiesF. As of the date hereof, certified by the Secretary or Assistant Secretary of each Applicant (as defined below) of such party’s certificate of incorporation, bylaws both immediately before and resolutions or actions of such party’s Board of Directors and any other body, if necessary, authorizing the execution of immediately after entering into this Agreement, each Application and each Letter no Default or Event of Credit to which such Applicant is partyDefault exists. (c) The Bank shall have received an incumbency certificate, executed by the Secretary or Assistant Secretary of each Applicant, which shall identify by name and title and bear the signatures of all authorized officers of such party authorized G. After giving effect to sign this Agreement, each Application the Borrower is in compliance with the requirements of Sections 2.22(a) and each Letter of Credit to which such Applicant is party, upon which certificates the Bank shall be entitled to rely. (de) Arkansas Best Corporation (“ABC”) shall execute and deliver to the Bank an Account Control Agreement among ABC, the Bank and Union Bank, N.A., dated as of even date herewith (the “Account Control Agreement”), granting to the Bank a first priority lien and security interest in certain “Collateral” (as defined in the Account Control Agreement), which Collateral shall be in an amount of not less than $the amount of letters of credit outstanding. The Collateral under the Account Control Agreement shall be held by the Bank as support for the Applicants’ obligations under this Agreement, and shall be in form and substance satisfactory to the Bank. Notwithstanding anything to the contrary herein contained, the parties agree that ABC shall be entitled to withdraw from the account any funds in excess of the amount of the letters of credit outstanding from time to timeCredit Agreement.

Conditions to Effectiveness. Without limiting or otherwise impairing the discretionary nature Section 1 of this Agreement and amendment (this “Amendment”) shall be effective (the Bank’s decision whether or not to issue the Letter of Credit, this Agreement shall become effective upon satisfaction “Effective Date”) as of the following conditions precedentdate hereof when and if: (ai) The Bank the Company and each Lender shall have executed and delivered to the Administrative Agent executed counterparts of this Amendment; (ii) the Administrative Agent shall have received duly executed originals one or more counterparts of this Agreement. (b) The Bank shall have received copies, certified by the Secretary or Assistant Secretary of each Applicant (as defined below) of such party’s certificate of incorporation, bylaws and resolutions or actions of such party’s Board of Directors and any other body, if necessary, authorizing the execution of this Agreement, each Application and each Letter of Credit to which such Applicant is party. (c) The Bank shall have received an incumbency certificate, executed by the Secretary or Assistant Secretary of each Applicant, which shall identify by name and title and bear the signatures of all authorized officers of such party authorized to sign this Agreement, each Application and each Letter of Credit to which such Applicant is party, upon which certificates the Bank shall be entitled to rely. (d) Arkansas Best Corporation (“ABC”) shall execute and deliver amendment to the Bank an Account Control Agreement among ABC, the Bank and Union Bank, N.A.Fee Letter, dated as of even date herewith November 26, 2012 (the “Account Control AgreementFee Letter Amendment”), granting duly executed by the Company, CUSA and Citibank, N.A.; (iii) the Administrative Agent shall have received documents and certificates relating to (a) the organization, existence and good standing of the Company, (b) the authorization of the execution, delivery and performance by the Company of this Amendment, the Fee Letter Amendment, the borrowing of Loans under the Credit Agreement, as amended hereby, and the issuance and modification of the Letter of Credit for the account of the Company under the Credit Agreement, as amended hereby, (c) the incumbency of the persons executing this Amendment and the Fee Letter Amendment on behalf of the Company and (d) any other legal matters relating to the Bank a first priority lien and security interest in certain “Collateral” (as defined in Company, this Amendment, the Account Control Agreement), which Collateral shall be in an amount of not less than $the amount of letters of credit outstanding. The Collateral under the Account Control Agreement shall be held Fee Letter Amendment or other transactions reasonably requested by the Bank as support for Administrative Agent or the Applicants’ obligations under this AgreementLenders, and shall be all in form and substance satisfactory to the Bank. Notwithstanding anything Administrative Agent; (iv) the Administrative Agent shall have received favorable written opinions (addressed to the contrary herein containedAdministrative Agent, the parties agree that ABC Issuing Bank and the Lenders and dated the Effective Date) of (i) ▇.▇. ▇▇▇▇▇▇▇, Associate General Counsel of the Company, in form and substance reasonably satisfactory to the Administrative Agent, and (ii) ▇▇▇▇▇ Day, in form and substance reasonably satisfactory to the Administrative Agent; and (v) the representations and warranties of the Company set forth in Section 3 below shall be entitled to withdraw from the account any funds in excess true and correct on and as of the amount Effective Date as though made on and as of such date, except to the letters extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of credit outstanding from time to timesuch earlier date).

Conditions to Effectiveness. Without limiting or otherwise impairing The amendments to the discretionary nature of this Agreement and the Bank’s decision whether or not to issue the Letter of Credit, this Agreement Promissory Notes set forth in Section 1 hereof shall become effective upon satisfaction as of the date (the “Effective Date”) when each of the following conditions precedenthas been satisfied: (a) The Bank representations and warranties of the Parent, the Borrower and each of its subsidiaries set forth in the Promissory Notes, this Amendment, the Security Agreement and in all agreements, documents and instruments executed and delivered pursuant to the Promissory Notes or this Amendment shall have received duly executed originals be true and correct in all material respects when made and as of the date of this AgreementAmendment. (b) The Bank shall have received copies, certified by After giving effect to the Secretary or Assistant Secretary of each Applicant (as defined below) of such party’s certificate of incorporation, bylaws and resolutions or actions of such party’s Board of Directors and any other body, if necessary, authorizing the execution terms of this AgreementAmendment, each Application and each Letter there shall be no Event of Credit to which such Applicant is partyDefault or event which, with notice or passage of time or both, would constitute an Event of Default under the Promissory Notes. (c) The Bank shall have received an incumbency certificateOn or before the date hereof, executed by the Secretary or Assistant Secretary of each Applicant, which shall identify by name and title and bear the signatures of all authorized officers of such party authorized to sign this Agreement, each Application Borrower and each Letter of Credit to which such Applicant is party, upon which certificates the Bank shall be entitled to rely. (d) Arkansas Best Corporation (“ABC”) its domestic subsidiaries shall execute and deliver to the Bank an Account Control Security Agreement among ABC, the Bank and Union Bank, N.A., dated as of even date herewith (the “Account Control Agreement”), granting to the Bank a first priority lien and security interest in certain “Collateral” (as defined in the Account Control Agreement), which Collateral shall be in an amount of not less than $the amount of letters of credit outstanding. The Collateral under the Account Control Agreement shall be held by the Bank as support for the Applicants’ obligations under this Agreement, and shall be in form and substance satisfactory to Healthtronics and Healthtronics shall have a valid, perfected, first-priority lien upon and security interest in all assets of the Bank. Notwithstanding anything to Borrower and each of its domestic subsidiaries. (d) On or before the contrary herein containeddate hereof, the parties agree that ABC Borrower and each of its domestic subsidiaries shall be entitled execute and deliver deposit account control agreements in form and substance satisfactory to withdraw from Healthtronics and each executed by the account any funds applicable depository bank. (e) On or before the date hereof, the Borrower and each of its domestic subsidiaries shall execute and deliver intellectual property security agreements in excess form and substance satisfactory to Healthtronics. (f) On or before the date hereof, the Parent shall execute and deliver the Class K Warrant Agreement to Healthtronics evidencing fully vested warrants for the purchase of the amount number of shares of common stock of the letters Parent as more fully set forth in such Class K Warrant Agreement. (g) The Borrower shall have paid the fees and expenses of credit outstanding from time ▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP, special counsel to timeHealthtronics, in connection with this Amendment, the Security Agreement, the Class K Warrant Agreement and the Promissory Notes which shall not exceed $15,000.

Conditions to Effectiveness. Without limiting or otherwise impairing the discretionary nature of this Agreement and the Bank’s decision whether or This Amendment shall not to issue the Letter of Credit, this Agreement shall become be effective upon satisfaction until each of the following conditions precedentprecedent has been fulfilled to the reasonable satisfaction of the Administrative Agent: (a) The Bank Administrative Agent shall have received (i) counterparts of this Amendment duly executed originals and delivered by each of the parties hereto (including, without limitation, the Lenders), (ii) counterparts of the Fee Letter described in clause (vii) of the definition thereof (as amended hereby), duly executed and delivered by each of the parties hereto, and (iii) each of the other documents, instruments, agreements and deliverables identified on a schedule previously delivered to the Borrower, each in form and substance reasonably satisfactory to the Administrative Agent and, where necessary, duly executed and delivered by each of the parties thereto (together with this AgreementAmendment, collectively, the “Ninth Amendment Closing Documents”). (b) The Bank All action on the part of the Loan Parties necessary for the valid execution, delivery and performance by the Loan Parties of this Amendment and the documents, instruments and agreements to be executed in connection herewith shall have received copies, certified by been duly and effectively taken and evidence thereof reasonably satisfactory to the Secretary or Assistant Secretary of each Applicant (as defined below) of such party’s certificate of incorporation, bylaws and resolutions or actions of such party’s Board of Directors and any other body, if necessary, authorizing Administrative Agent shall have been provided to the execution of this Agreement, each Application and each Letter of Credit to which such Applicant is partyAdministrative Agent. (c) The Bank Since December 31, 2024, there shall not have received an incumbency certificateoccurred any event or circumstance, executed by either individually or in the Secretary aggregate, that has had or Assistant Secretary of each Applicant, which shall identify by name and title and bear the signatures of all authorized officers of such party authorized could reasonably be expected to sign this Agreement, each Application and each Letter of Credit to which such Applicant is party, upon which certificates the Bank shall be entitled to relyhave a Material Adverse Effect. (d) Arkansas Best Corporation (“ABC”) shall execute and deliver to Upon the Bank an Account Control Agreement among ABCreasonable request of any Lender, the Bank Borrower shall have provided to such Lender, and Union Bank, N.A., dated as of even date herewith (the “Account Control Agreement”), granting to the Bank a first priority lien and security interest in certain “Collateral” (as defined in the Account Control Agreement), which Collateral such Lender shall be reasonably satisfied with, the documentation and other information so requested in an amount of not less than $connection with applicable “know your customer” and anti- money-laundering rules and regulations, including, without limitation, the amount of letters of credit outstanding. The Collateral Patriot Act and Canadian AML Legislation, and any Loan Party that qualifies as a “legal entity customer” under the Account Control Agreement Beneficial Ownership Regulation shall have delivered to each Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party. (e) The Administrative Agent shall have received evidence that all members, boards of directors, governmental, shareholder and material third party consents and approvals necessary in connection with the execution, delivery and performance by any Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party have been obtained. (f) The Administrative Agent and the Lenders shall have received payment for all fees and expenses owing pursuant to Section 11.04 of the Credit Agreement. (g) After giving effect to this Amendment, no Default or Event of Default shall have occurred and be held by the Bank as support for the Applicants’ obligations under this Agreementcontinuing. (h) The Administrative Agent shall have received such additional documents, instruments, and shall be agreements as the Administrative Agent may reasonably request in form and substance satisfactory to connection with the Banktransactions contemplated hereby. Notwithstanding anything to the contrary herein contained, the parties agree that ABC shall be entitled to withdraw from the account any funds in excess of the amount of the letters of credit outstanding from time to time5.

Conditions to Effectiveness. Without limiting or otherwise impairing The obligations of the discretionary nature of this Agreement Lenders (including the Swingline Lender) to make Loans and the Bank’s decision whether or not obligation of the Issuing Banks to issue the Letter any Letters of Credit, this Agreement Credit hereunder shall not become effective upon satisfaction until the date on which each of the following conditions precedent:is satisfied (or waived in accordance with Section 10.2): (a) The Bank Administrative Agent shall have received duly executed originals payment of this Agreementall fees, expenses and other amounts due and payable on or prior to the Closing Date, including, without limitation, reimbursement or payment of all out-of-pocket expenses of the Administrative Agent, the Sole Lead Arranger and their respective Affiliates (including reasonable fees, charges and disbursements of counsel to the Administrative Agent) required to be reimbursed or paid by or on behalf of the Borrower hereunder, under any other Loan Document and under any agreement with the Administrative Agent or the Sole Lead Arranger. (b) The Bank Administrative Agent (or its counsel on its behalf) shall have received copiesthe following, certified each in form and substance reasonably satisfactory to the Administrative Agent: (i) a counterpart of (A) this Agreement duly executed and delivered by or on behalf of each party hereto, (B) the Fund A Assignment duly executed and delivered by or on behalf of each party thereto and (C) the Fund D Assignment duly executed and delivered by or on behalf of each party thereto (in each case including any counterpart delivered by facsimile transmission or by electronic mail in pdf format pursuant to Section 10.8 or pursuant to similar provisions in the Assignments); (ii) the Guaranty and Security Agreement, duly executed and delivered by the Borrower and each of the Guarantors, together with (A) UCC-1 financing statements and other applicable documents under the laws of all necessary or appropriate jurisdictions with respect to the perfection of the Liens granted under the Guaranty and Security Agreement, as requested by the Administrative Agent in order to perfect such Liens, duly authorized by the Loan Parties, (B) copies of UCC, tax, judgment and fixture lien search reports in all necessary or appropriate jurisdictions and under all legal and trade names of the Loan Parties as requested by the Administrative Agent, indicating that there are no prior Liens on any of the Collateral other than Permitted Encumbrances and Liens to be released on the Closing Date, (C) original certificates evidencing all issued and outstanding shares of Capital Stock of all Subsidiaries owned directly by any Loan Party (subject in all respects to the definition of Excluded Assets) and (D) stock or membership interest powers or other appropriate instruments of transfer executed in blank; (iii) the Fund A Omnibus Mortgage Amendment, Fund D Omnibus Mortgage Amendment, the Fund A Mortgage Assignments and the Fund D Mortgage Assignments, in each case duly executed and delivered by the applicable parties thereto; (iv) a certificate of the Secretary or Assistant Secretary of each Applicant Loan Party (as defined below) or of the general partner or managing member of such party’s Loan Party), attaching and certifying copies of its bylaws, partnership agreement or limited liability company agreement, as applicable, and of the resolutions of its board of directors or other equivalent governing body, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of the Loan Documents to which it is a party and certifying the name, title and true signature of each officer executing the Loan Documents to which it is a party on behalf of such Loan Party; (v) certified copies of the articles or certificate of incorporation, bylaws and resolutions certificate of organization, formation or actions limited partnership, or other registered organizational documents of each Loan Party, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of organization of such party’s Board of Directors and any other body, if necessary, authorizing the execution of this Agreement, each Application Loan Party and each Letter of Credit other jurisdiction where such Loan Party’s failure to which such Applicant is party.be qualified to do business as a foreign organization could reasonably be expected to have a Material Adverse Effect; (cvi) The Bank a certificate in the form of Exhibit 3.1(b)(v), dated the Closing Date and signed by a Responsible Officer, certifying that after giving effect to the funding of any initial Revolving Borrowing, (x) no Default or Event of Default exists, (y) all representations and warranties of each Loan Party set forth in the Loan Documents are true and correct in all material respects (other than those representations and warranties that are expressly qualified by “Material Adverse Effect” or other materiality, which representations and warranties shall be true and correct in all respects) and (z) since the date of the most recent audited financial statements of the Borrower described in Section 4.4, there shall have received been no change which has had or could reasonably be expected to have a Material Adverse Effect; (vii) certified copies of all Material Agreements; (viii) a favorable written opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel to the Loan Parties, addressed to the Administrative Agent, the Issuing Banks and each of the Lenders, and covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent shall reasonably request; (ix) [reserved]; (x) a duly executed and delivered Notice of Borrowing for any initial Revolving Borrowing; (xi) a duly executed and delivered funds disbursement agreement, together with a report setting forth the sources and uses of the proceeds hereof and of the IPO and the Formation Transactions; (xii) (A) copies of the audited financial statements for the Predecessor Funds and their Subsidiaries for the fiscal years of the Predecessor Funds ended 2012 and 2013, (B) the internally prepared financial statements of the Predecessor Funds and their Subsidiaries for the six-month period ended June 30, 2014, (C) financial projections for the period from October 1, 2014 through December 31, 2014 and for each of the Fiscal Years ending 2015, 2016, 2017, 2018 and 2019, and (D) a pro forma balance sheet of the Borrower and its Restricted Subsidiaries as of the Closing Date; (xiii) a duly completed, duly executed and delivered Compliance Certificate, including calculations of the financial covenants set forth in Article VI hereof as of the Closing Date, calculated on a Pro Forma Basis and for the most recent Fiscal Quarter ended more than sixty (60) days prior to the Closing Date, in each case, as if any initial Revolving Borrowing had been funded as of the first day of the relevant period for testing compliance (and setting forth in reasonable detail such calculations); (xiv) a certificate, dated the Closing Date and duly executed and delivered by a Responsible Officer, confirming that Loan Party on a consolidated basis are Solvent after giving effect to the funding of any initial Revolving Borrowing and the consummation of the transactions contemplated to occur on the Closing Date; (xv) an incumbency certificateAssignment Endorsement and a Modification Endorsement to one existing title insurance policy, selected by the Administrative Agent in its sole discretion, in each state (other than the State of Texas) in which any Mortgaged Property under the Assigned Existing Mortgages being assigned to the Administrative Agent in connection with the Formation Transactions is located, insuring that the Assigned Existing Mortgage covered thereby, as amended by the Fund A Omnibus Mortgage Amendment or the Fund D Omnibus Mortgage Amendment, as applicable, grants valid and enforceable mortgage Liens in favor of the Administrative Agent on the Mortgaged Property covered by such Assigned Existing Mortgage; (xvi) access to digital copies of any existing Phase I Environmental Site Assessment Reports that the Predecessor Funds, the Fund A Subsidiaries or the Fund D Subsidiaries have and that cover properties subject to any Existing Mortgage with respect to the Formation Transactions; (xvii) copies of the duly executed letters in connection with the Assignments, in form and substance reasonably satisfactory to the Administrative Agent, executed by the Secretary or Assistant Secretary of administrative agent under each Applicant, which shall identify by name and title and bear the signatures of all authorized officers of such party authorized to sign this Existing Credit Agreement, each Application and each Letter of Credit to which such Applicant is partytogether with (a) UCC-3 assignments or other appropriate termination statements, upon which certificates the Bank shall be entitled to rely. (d) Arkansas Best Corporation (“ABC”) shall execute and deliver to the Bank an Account Control Agreement among ABC, the Bank and Union Bank, N.A., dated as of even date herewith (the “Account Control Agreement”), granting to the Bank a first priority lien and security interest in certain “Collateral” (as defined in the Account Control Agreement), which Collateral shall be in an amount of not less than $the amount of letters of credit outstanding. The Collateral under the Account Control Agreement shall be held by the Bank as support for the Applicants’ obligations under this Agreement, and shall be in form and substance satisfactory to the Bank. Notwithstanding anything Administrative Agent, either assigning or releasing all liens of the Existing Lenders upon any of the personal property of the Predecessor Funds, the Fund A Subsidiaries and the Fund D Subsidiaries, (b) assignments, cancellations or releases, in form and substance reasonably satisfactory to the contrary herein containedAdministrative Agent, assigning or releasing all liens of the Existing Lenders upon any of the Real Property of the Predecessor Funds , the parties agree Fund A Subsidiaries and the Fund D Subsidiaries that ABC is being transferred to the Borrower and its Subsidiaries, and (c) any other assignments, releases, terminations or other documents reasonably required by the Administrative Agent to evidence the assignment of the Existing Debt; (xviii) certificates of insurance, in form and detail reasonably acceptable to the Administrative Agent, describing the types and amounts of insurance (property and liability) maintained by any of the Loan Parties, in each case naming the Administrative Agent as loss payee or additional insured, as the case may be, together with a lender’s loss payable endorsement in form and substance reasonably satisfactory to the Administrative Agent; (xix) certified copies of all consents, approvals, authorizations, registrations and filings and orders required or advisable to be made or obtained under any Requirement of Law, or by any Material Agreement of any Loan Party, in connection with the execution, delivery, performance, validity and enforceability of the Loan Documents or any of the transactions contemplated thereby, including the Assignments, the IPO and the Formation Transactions, and such consents, approvals, authorizations, registrations, filings and orders shall be entitled in full force and effect and all applicable waiting periods shall have expired, and no investigation or inquiry by any governmental authority regarding the Commitments or any transaction being financed with the proceeds thereof shall be ongoing; and (xx) the Administrative Agent and the Lenders shall have received, at least five (5) Business Days prior to withdraw from the account any funds Closing Date (or such later date as approved by the Administrative Agent in excess its sole discretion) all documentation and other information required by regulatory authorities under the applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Patriot Act. (c) All conditions precedent to the IPO and the Formation Transactions, other than the funding of the amount Loans, shall have been satisfied, and the IPO and the Formation Transactions shall be consummated substantially contemporaneously with the closing and funding of the letters Loans in accordance with the initial confidential filing of credit outstanding the Form S-11 of the MLP made on August 6, 2014 without alteration, amendment, supplement, modification or other change adverse to the Lenders except as approved in writing by the Administrative Agent (such approval not to be unreasonably withheld or delayed). The Administrative Agent (or its counsel on its behalf) shall have received certified copies of all material documentation related to the IPO and the Formation Transactions, each in form and substance reasonably satisfactory to the Administrative Agent. Without limiting the generality of the provisions of this Section, for purposes of determining compliance with the conditions specified in this Section, each Lender that has signed this Credit Agreement shall be deemed to have consented to, approved of, accepted or been satisfied with each document or other matter required thereunder to be consented to, approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from time such Lender prior to timethe proposed Closing Date specifying its objection thereto.

Conditions to Effectiveness. Without limiting or otherwise impairing the discretionary nature of this Agreement This Amendment and the Bank’s decision whether or not to issue the Letter of Credit, this Agreement Restatement shall become effective upon satisfaction of on the date hereof (the “Effective Date”) subject to the following conditions precedent: (a) The Bank Administrative Agent (or its counsel) shall have received duly executed originals from each party hereto either (i) a counterpart of this AgreementAmendment and Restatement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Amendment and Restatement) that such party has signed a counterpart of this Amendment and Restatement. (b) The Bank Administrative Agent shall have received copies, certified by a written opinion (addressed to the Secretary or Assistant Secretary of each Applicant (as defined belowAdministrative Agent and the Banks and dated the Effective Date) of such party’s certificate ▇▇▇ ▇. ▇▇▇▇, Assistant General Counsel of incorporationthe Borrower, bylaws and resolutions or actions substantially in the form of such party’s Board of Directors and any other body, if necessary, authorizing Exhibit B to the execution of this Credit Agreement, each Application and each Letter of but updated as necessary to refer to the Credit Agreement as amended hereby. The Borrower hereby requests such counsel to which deliver such Applicant is partyopinion. (c) The Bank Administrative Agent shall have received an incumbency certificatecertified copies of the charter and by-laws (or equivalent documents) of the Borrower, executed a long-form certificate of good standing for the Borrower from the office of the Secretary of State of the State of Delaware and certified copies of all corporate authority for the Borrower (including, without limitation, board of director resolutions and evidence of the incumbency, including specimen signatures, of officers) with respect to the execution, delivery and performance of this Amendment and Restatement and each other document to be delivered by the Secretary or Assistant Secretary of each Applicant, which shall identify by name Borrower from time to time in connection herewith and title and bear the signatures of all authorized officers of such party authorized to sign this Agreement, each Application and each Letter of Credit to which such Applicant is party, upon which certificates the Bank shall be entitled to relyLoans hereunder. (d) Arkansas Best Corporation (“ABC”) The Administrative Agent, on behalf of itself and the Banks, shall execute and deliver have received all fees which they are entitled to be paid on or prior to the Bank an Account Control Closing Date in connection with this Amendment and Restatement, as separately agreed upon in writing. (e) On the Effective Date, no Loans shall be outstanding under the Credit Agreement among ABCand all interest, fees and other amounts accrued for the Bank and Union Bank, N.A., dated as accounts of even date herewith (the “Account Control Agreement”), granting or otherwise due to the Bank a first priority lien Lenders and security interest in certain “Collateral” (as defined in the Account Control Agreement), which Collateral shall be in an amount of not less than $the amount of letters of credit outstanding. The Collateral Administrative Agent under the Account Control Credit Agreement shall be held by the Bank as support for the Applicants’ obligations under this Agreement, and shall be in form and substance satisfactory to the Bank. Notwithstanding anything to the contrary herein contained, the parties agree that ABC shall be entitled to withdraw from the account any funds in excess of the amount of the letters of credit outstanding from time to timehave been paid.

Conditions to Effectiveness. Without limiting or otherwise impairing Notwithstanding anything herein to the discretionary nature contrary, the effectiveness of this Agreement and Amendment is subject to the Bank’s decision whether or not to issue the Letter of Credit, this Agreement shall become effective upon satisfaction of the following conditions precedent, unless specifically waived in writing by Lenders and Agent: (a) The Bank Lenders shall have received each of the following, each of which shall be in form and substance satisfactory to Lenders, in their sole discretion: (i) this Amendment, duly executed originals by Borrowers, together with the Consent, Ratification and Release duly executed by Brazos Sportswear, Inc.; (ii) a closing certificate signed by the President of each Borrower, dated as of the date of this Amendment, stating that (A) the representations and warranties set forth in SECTION 8 of the Loan Agreement., as amended by this Amendment, are true and correct as of such date, other than for such representations and warranties which relate to a specific date and other than as otherwise provided in SECTION 6.02 of this Amendment, (B) Borrowers are on such date in compliance with all the terms and provisions set forth in the Forbearance Agreement and in the Loan Agreement, as amended by this Amendment, and (C) on such date no Default or Event of Default has occurred or is continuing, except for the Existing Default; (biii) The Bank shall have received copiesa company general certificate, certified by the Secretary or Assistant Secretary of each Applicant Borrower, acknowledging (as defined belowA) of that such party’s certificate of incorporation, bylaws and resolutions or actions of such party’s Borrower's Board of Directors has met and any other bodyhas adopted, if necessaryapproved, authorizing consented to and ratified resolutions which authorize the execution execution, delivery and performance by such Borrower of this Agreement, each Application Amendment and each Letter of Credit all other Loan Documents to which such Applicant Borrower is or is to be a party, and (B) the names of the officers of such Borrower authorized to sign this Amendment and each of the other Loan Documents to which such Borrower is or is to be a party hereunder (including the certificates contemplated herein) together with specimen signatures of such officers; and (iv) such additional documents, instruments and information as Lenders or their legal counsel may request. (b) Other than for the Existing Default, no Default or Event of Default shall have occurred and be continuing. (c) The Bank shall have received an incumbency certificate, executed by representations and warranties contained herein and in the Secretary or Assistant Secretary of each Applicant, which shall identify by name and title and bear the signatures of all authorized officers of such party authorized to sign this Forbearance Agreement, the Loan Agreement and the other Loan Documents, as each Application and each Letter of Credit to which such Applicant is partyamended hereby, upon which certificates the Bank shall be entitled true and correct as of the date hereof, as if made on the date hereof, other than for such representations and warranties which relate to relya specific date, and other than as otherwise provided in SECTION 6.02 of this Amendment. (d) Arkansas Best Corporation (“ABC”) shall execute All limited liability company and deliver to corporate proceedings taken in connection with the Bank an Account Control Agreement among ABCtransactions contemplated by this Amendment and all documents, the Bank instruments and Union Bank, N.A., dated as of even date herewith (the “Account Control Agreement”), granting to the Bank a first priority lien and security interest in certain “Collateral” (as defined in the Account Control Agreement), which Collateral other legal matters incident thereto shall be in an amount of not less than $the amount of letters of credit outstanding. The Collateral under the Account Control Agreement shall be held by the Bank as support for the Applicants’ obligations under this Agreement, and shall be in form and substance satisfactory to the Bank. Notwithstanding anything to the contrary herein contained, the parties agree that ABC shall be entitled to withdraw from the account any funds in excess of the amount of the letters of credit outstanding from time to timeLenders and Agent and their legal counsel.

Conditions to Effectiveness. Without limiting or otherwise impairing The obligations of the discretionary nature of this Agreement Lenders (including the Swingline Lender) to make Loans and the Bank’s decision whether or not obligation of each Issuing Bank to issue the Letter any Letters of Credit, this Agreement Credit hereunder shall not become effective upon satisfaction until the date on which each of the following conditions precedent:is satisfied (or waived in accordance with Section 10.2 or otherwise permitted to be satisfied after the Closing Date pursuant to Section 5.16): (a) The Bank Administrative Agent shall have received duly executed originals payment of this Agreementall fees, expenses and other amounts due and payable on or prior to the Closing Date, including, without limitation, reimbursement or payment of all out-of-pocket expenses of the Administrative Agent, the Lead Arrangers and their Affiliates (including reasonable fees, charges and disbursements of one primary counsel to the Administrative Agent, one local counsel in each applicable jurisdiction and any special regulatory counsel) required to be reimbursed or paid by the Borrower hereunder, under any other Loan Document and under any agreement with the Administrative Agent or the Lead Arrangers. (b) The Bank Administrative Agent (or its counsel) shall have received copies, certified by the Secretary or Assistant Secretary of each Applicant (as defined below) of such party’s certificate of incorporation, bylaws and resolutions or actions of such party’s Board of Directors and any other body, if necessary, authorizing the execution of this Agreementfollowing, each Application and each Letter of Credit to which such Applicant is party. (c) The Bank shall have received an incumbency certificate, executed by the Secretary or Assistant Secretary of each Applicant, which shall identify by name and title and bear the signatures of all authorized officers of such party authorized to sign this Agreement, each Application and each Letter of Credit to which such Applicant is party, upon which certificates the Bank shall be entitled to rely. (d) Arkansas Best Corporation (“ABC”) shall execute and deliver to the Bank an Account Control Agreement among ABC, the Bank and Union Bank, N.A., dated as of even date herewith (the “Account Control Agreement”), granting to the Bank a first priority lien and security interest in certain “Collateral” (as defined in the Account Control Agreement), which Collateral shall be in an amount of not less than $the amount of letters of credit outstanding. The Collateral under the Account Control Agreement shall be held by the Bank as support for the Applicants’ obligations under this Agreement, and shall be in form and substance satisfactory to the Bank. Notwithstanding anything Administrative Agent: (i) a counterpart of this Agreement signed by or on behalf of each party hereto or written evidence satisfactory to the contrary herein containedAdministrative Agent (which may include telecopy or email transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party in the form of Exhibit 3.1(b)(ii), attaching and certifying copies of (A) such Loan Party’s articles or certificate of incorporation, formation, organization or limited partnership, or other registered organizational documents, which shall, if a recently certified copy thereof has been received by the Loan Parties from such Secretary of State prior to the Closing Date, be certified as of a recent date by the Secretary of State of the jurisdiction of organization of such Loan Party, or certifying that there have been no changes to such Loan Party’s articles or certificate of incorporation, formation, organization or limited partnership, or other registered organizational documents, as applicable, certified by the Secretary of State of the jurisdiction of organization of such Loan US-DOCS\107476819.12 Party and delivered to the Administrative Agent on the Original Closing Date, the parties agree First Amendment and Restatement Date, the Second Amendment and Restatement Date or the date of such Loan Party’s joinder as a Loan Party, as applicable, (B) such Loan Party’s bylaws, limited liability company agreement or partnership agreement, as applicable, or certifying that ABC there have been no changes to such Loan Party’s bylaws, limited liability company agreement or partnership agreement, as applicable, delivered to the Administrative Agent on the Original Closing Date, the First Amendment and Restatement Date, the Second Amendment and Restatement Date or the date of such Loan Party’s joinder as a Loan Party, as applicable, (C) the resolutions of such Loan Party’s board of directors, managers, members, general partner or other equivalent governing body, authorizing the execution, delivery and performance of the Loan Documents to which it is a party, (D) certificates of good standing or existence, as applicable, from the Secretary of State of the jurisdiction of incorporation or organization of such Loan Party and each other jurisdiction where the failure of such Loan Party to be qualified to do business as a foreign company would have a Material Adverse Effect, in each case as of a recent date, and (E) a certificate of incumbency containing the name, title and true signature of each officer of such Loan Party executing the Loan Documents to which such Loan Party is a party; (iii) favorable written opinions of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, counsel to the Loan Parties, and ▇▇▇▇▇ & ▇▇▇▇▇▇ L.L.P., Nevada counsel to the Loan Parties, in each case, addressed to the Administrative Agent, each Issuing Bank and each of the Lenders, and covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request; (iv) a certificate in the form of Exhibit 3.1(b)(iv), dated the Closing Date and signed by a Responsible Officer, certifying that after giving effect to the Related Transactions, (A) no Default or Event of Default has occurred and is continuing on the Closing Date, (B) all representations and warranties of each Loan Party set forth in the Loan Documents are true and correct in all material respects (other than those representations and warranties that are expressly qualified by Material Adverse Effect or other materiality, in which case such representations and warranties shall be entitled to withdraw from true and correct in all respects), (C) since the account any funds in excess date of the amount financial statements of the letters Borrower described in Section 4.4(i), there has been no change which has had or could reasonably be expected to have a Material Adverse Effect and (D) the conditions set forth in clause (b)(vii) and (xiii) below have been satisfied; (v) a duly executed Notice of credit Borrowing for each Borrowing on the Closing Date; (vi) a report setting forth the sources and uses of the proceeds hereof; (vii) all consents, approvals, authorizations, registrations and filings and orders required to be made or obtained under any Requirement of Law, or by any Contractual Obligation of any Loan Party, in connection with the execution, delivery, performance, validity and enforceability of the Loan Documents, the other Related Transaction Documents or any of the transactions contemplated thereby, and such consents, approvals, authorizations, registrations, filings and orders shall be in full force and effect and all applicable waiting periods shall have expired, and no investigation or inquiry by any governmental authority regarding the Commitments or any transaction being financed with the proceeds thereof shall be ongoing; (viii) copies of (A) the quarterly financial statements of the Borrower and its Subsidiaries (and the Pennant Subsidiaries) on a consolidated basis for the Fiscal Quarter ended March 31, 2019 and the Fiscal Quarter ended June 30, 2019, including, in each case, the related statements of income and cash flows, (B) the audited consolidated financial statements for the Borrower and its Subsidiaries (and the Pennant Subsidiaries) for the Fiscal Year ended December 31, 2018, including in each case the related statements of income, shareholders’ equity and cash flows, (C) a pro forma balance sheet and related pro forma statements of income and cash flows of the Borrower and its Subsidiaries (for the avoidance of doubt, excluding the Pennant Subsidiaries) as of and for (x) the twelve-month period ending on December 31, 2018 and (y) the twelve-month period ending on the last day of each Fiscal Quarter ending after December 31, 2018 and at least 60 days prior to the Closing Date, in each case, prepared so as to give effect to the Related Transactions as if the Related Transactions had occurred as of such date (in the case of such balance sheet) or at the beginning US-DOCS\107476819.12 of such period (in the case of such other financial statements) and (D) financial projections of the Borrower and its Subsidiaries (for the avoidance of doubt, excluding the Pennant Subsidiaries) on an annual basis through December 31, 2024; (ix) a duly completed and executed Compliance Certificate, including calculations of the financial covenants set forth in Article VI hereof as of June 30, 2019, calculated on a pro forma basis as if the initial Borrowing(s) had been funded and the Pennant Transaction and the other Related Transactions had occurred, in each case, as of the first day of the relevant period for testing compliance (and setting forth in reasonable detail such calculations); (x) a certificate, dated the Closing Date and signed by the chief financial officer of the Borrower, confirming that the Borrower is, and the Borrower and its Subsidiaries, on a consolidated basis, are, Solvent before and after giving effect to the funding of the initial Borrowing(s) and the consummation of the Pennant Transaction and the other Related Transactions contemplated to occur on the Closing Date; (xi) the Guaranty and Security Agreement, duly executed by the Borrower and each of its Domestic Subsidiaries (other than the Excluded Subsidiaries), together with (A) UCC financing statements and other applicable documents under the laws of all necessary or appropriate jurisdictions with respect to the perfection of the Liens granted under the Guaranty and Security Agreement, as requested by the Administrative Agent in order to perfect such Liens, duly authorized by the Loan Parties, (B) copies of favorable UCC, tax and judgment lien search reports in all necessary or appropriate jurisdictions, as requested by the Administrative Agent, indicating that there are no prior Liens on any of the Collateral other than Permitted Encumbrances and other Liens permitted under Section 7.2 and Liens to be released on the Closing Date, (C) a Perfection Certificate, duly completed and executed by the Borrower, (D) duly executed Patent Security Agreements, Trademark Security Agreements and Copyright Security Agreements, (E) original certificates evidencing all issued and outstanding shares of Capital Stock of all Subsidiaries (other than the Excluded Subsidiaries) owned directly by any Loan Party; provided that, in the case of Capital Stock of any Foreign Subsidiary that is a CFC and Capital Stock of any Pass-Through Foreign Holdco, such original certificates shall be limited to 65% of the issued and outstanding voting Capital Stock and 100% of the issued and outstanding non-voting Capital Stock of such Foreign Subsidiary or such Pass-Through Foreign Holdco, as applicable, (F) stock or membership interest powers or other appropriate instruments of transfer executed in blank and (G) a master intercompany promissory note duly executed by the Borrower and its Subsidiaries; (i) certificates of insurance, in form and detail acceptable to the Administrative Agent, describing the types and amounts of insurance (property and liability) maintained by any of the Loan Parties, in each case naming the Administrative Agent as loss payee or additional insured, as the case may be, together with endorsements in form and substance reasonably satisfactory to the Administrative Agent; (ii) evidence that (A) the Borrower has declared the dividend or distribution constituting the Pennant Transaction and (B) the Pennant Transaction has been consummated or will be consummated substantially concurrently with the effectiveness of this Agreement on the Closing Date, in each case, in form and substance satisfactory to the Administrative Agent; (iii) at least three (3) days prior to the Closing Date, (A) all documentation and other information with respect to the Borrower and each other Loan Party that the Administrative Agent or any Lender reasonably determines is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the Patriot Act and the Beneficial Ownership Regulation, to the extent reasonably requested by the Administrative Agent at least ten (10) days before the Closing Date, and (B) if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to the Borrower; and (iv) the Closing Date Refinancing shall have occurred or shall occur substantially concurrently with the effectiveness of this Agreement. US-DOCS\107476819.12 Without limiting the generality of the provisions of this Section, for purposes of determining compliance with the conditions specified in this Section, each Lender that has signed this Credit Agreement shall be deemed to have consented to, approved of, accepted or been satisfied with each document or other matter required thereunder to be consented to, approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from time such Lender prior to timethe proposed Closing Date specifying its objection thereto.

Conditions to Effectiveness. Without limiting or otherwise impairing the discretionary nature of this Agreement and the Bank’s decision whether or not to issue the Letter of Credit, this This Agreement shall not become effective upon satisfaction until the date on which each of the following conditions precedent:is satisfied (or waived in accordance with Section 12.02): (a) The Bank Administrative Agent, the Co-Lead Arrangers and the Lenders shall have received duly executed originals all fees and other amounts due and payable hereunder, including, to the extent invoiced, reimbursement or payment of this Agreementall out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (b) The Bank Administrative Agent shall have received copiesa certificate of the Secretary, certified by the an Assistant Secretary or Assistant Secretary other authorized officer of each Applicant Loan Party setting forth (as defined belowi) resolutions of its board of directors or similar governing authority with respect to the authorization of such Loan Party to execute and deliver the Loan Documents to which it is a party and to enter into the Transactions to which it is a party’s certificate of incorporation, bylaws and resolutions or actions (ii) the officers of such party’s Board of Directors and any other body, if necessary, authorizing Loan Party (y) who are authorized to sign the execution of this Agreement, each Application and each Letter of Credit Loan Documents to which such Applicant Loan Party is partya party and (z) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the Transactions, (iii) specimen signatures of such authorized officers, and (iv) the articles or certificate of incorporation and bylaws or similar organizational documents of such Loan Party, certified as being true and complete. To the extent a Loan Party previously delivered a certificate complying with the foregoing sentence, the Administrative Agent shall have received from such Loan Party a certificate of the Secretary, Assistant Secretary or other authorized officer of such Loan Party certifying that the documents and certificates attached to such previously delivered certificate and relating to such Loan Party’s formation and organization remain in full force and effect without any amendment thereto, provided that, notwithstanding the foregoing, each Loan Party shall be required to deliver the resolutions described in clause (i) above. The Administrative Agent and the Lenders may conclusively rely on such certificate until the Administrative Agent receives notice in writing from the Borrower to the contrary. (c) The Bank Administrative Agent shall have received an incumbency certificatecertificates of the appropriate State agencies with respect to the existence, executed by the Secretary or Assistant Secretary qualification and good standing of each Applicant, which shall identify by name and title and bear the signatures of all authorized officers of such party authorized to sign this Agreement, each Application and each Letter of Credit to which such Applicant is party, upon which certificates the Bank shall be entitled to relyLoan Party. (d) Arkansas Best Corporation (“ABC”) The Administrative Agent shall execute have received a compliance certificate which shall be substantially in the form of Exhibit D, duly and deliver to the Bank an Account Control Agreement among ABC, the Bank properly executed by a Financial Officer and Union Bank, N.A., dated as of even date herewith June 30, 2014 (which certificate was delivered in connection with the “Account Control Prior Agreement”), granting . (e) The Administrative Agent shall have received from each party hereto counterparts (in such number as may be requested by the Administrative Agent) of this Agreement signed on behalf of such party. (f) The Administrative Agent shall have received duly executed Notes payable to the Bank order of each Lender in a first priority lien principal amount equal to its Maximum Credit Amount dated as of the Effective Date. (g) The Administrative Agent shall have received from each party thereto duly executed counterparts (in such number as may be requested by the Administrative Agent) of the Ratification Agreements. (h) The Administrative Agent shall have received the opinions of ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel to the Borrower, and security interest ▇▇▇▇▇, Tarrant & ▇▇▇▇▇, LLP, special Kentucky counsel to the Borrower, in certain each case, in form and substance satisfactory to Administrative Agent. (i) The Administrative Agent shall have received certificates of insurance coverage of the Borrower evidencing that the Borrower is carrying insurance in accordance with Section 7.12. (j) The Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower certifying that (i) the Borrower has received all consents and approvals required by Section 7.03, (ii) the Borrower has no other Debt in respect of borrowed money, except as permitted by Section 9.02, (iii) Liquidity is equal to at least $100,000,000, as of the Effective Date and after giving effect to this Agreement and the consummation of the Second Lien Term Loans and (iv) the representations and warranties of the Borrower and the Restricted Subsidiaries set forth in this Agreement and the other Loan Documents are true and correct in all material respects (or, if qualified by Material Adverse Effect or materiality, in all respects). (k) The Administrative Agent shall have received the financial statements referred to in Section 7.04(a). (l) The Administrative Agent shall have received title information as it may reasonably require setting forth the status of title to at least the Minimum Collateral Amount. (m) The Administrative Agent shall be reasonably satisfied with the environmental condition of the Oil and Gas Properties of the Borrower and its Subsidiaries. (n) The Administrative Agent shall have received the most recent Reserve Report for the Oil and Gas Properties, accompanied by a certificate covering the matters described in Section 8.12(d). (o) The Administrative Agent shall have received appropriate UCC search certificates from the jurisdiction of incorporation or formation of each Loan Party reflecting no Liens encumbering the Properties of such Loan Party, other than those being assigned or released on or prior to the Effective Date or Liens permitted by Section 9.03. (p) To the extent not previously delivered in connection with the Prior Agreement, all membership and stock certificates of each Subsidiary of the Borrower to the extent required to be delivered to the Administrative Agent pursuant to the Security Agreement, together with related stock and membership powers executed in blank by the owner of such certificates. (q) The Administrative Agent and the Lenders shall have received all documentation and other information reasonably requested by them under applicable “Collateralknow your customer” and anti-money laundering rules and regulations, including the Patriot Act, and their respective internal policies. (as defined in r) The Administrative Agent shall have received true and correct copies of the Account Control Agreement)Second Lien Term Loan Documents, which Collateral shall be in an amount of not less than $the amount of letters of credit outstanding. The Collateral under the Account Control Agreement shall be held by the Bank as support for the Applicants’ obligations under this Agreement, and documents shall be in form and substance satisfactory to the Bank. Notwithstanding anything to the contrary herein containedAdministrative Agent. (s) The Administrative Agent, the parties agree that ABC Second Lien Agent and the Loan Parties shall be entitled to withdraw from have entered into the account any funds in excess of Intercreditor Agreement. (t) The Second Lien Term Loans shall close concurrently with this Agreement on the amount of Effective Date. (u) The Administrative Agent shall have received such other documents as the letters of credit outstanding from time to timeAdministrative Agent or its special counsel may reasonably request.

Conditions to Effectiveness. Without limiting or otherwise impairing the discretionary nature of this Agreement and the Bank’s decision whether or not to issue the Letter of Credit, this This Agreement shall become effective upon satisfaction on the date (the "Effective Date"), and the obligation of any Lender to fund to Borrower the Lender's pro rata share of the Term Loan shall occur on the date, on which each of the following conditions precedent:is satisfied (provided such conditions shall have been fulfilled on or prior to June 30, 2003): (a) The Bank Collateral Agent shall have received duly executed originals of this Agreement, the Subsidiary Guaranties, and each of the Collateral Documents (including certificates for all pledged shares of stock and related stock powers or form powers of attorney) executed and delivered by a duly authorized officer of the relevant Loan Parties and either acknowledgement copies of UCC financing statements covering all of the Collateral or post-filing lien searches showing the filing of such financing statements. (b) The Bank Administrative Agent shall have received copiesthis Agreement, the Subsidiary Guaranties and each of the Collateral Documents executed and delivered by a duly authorized officer of the relevant Loan Parties. (c) Each Agent and each Lender shall have received an incumbency certificate and certified copies of the resolutions of the Board of Directors of each Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such Loan Party is a party, certified by the Secretary or an Assistant Secretary of each Applicant (such Loan Party as defined below) of such party’s certificate of incorporation, bylaws and resolutions or actions of such party’s Board of Directors and any other body, if necessary, authorizing the execution of this Agreement, each Application and each Letter of Credit to which such Applicant is party. (c) The Bank shall have received an incumbency certificate, executed by the Secretary or Assistant Secretary of each ApplicantEffective Date, which certificate shall identify by name and title and bear state that the signatures of all authorized officers of such party authorized to sign this Agreementresolutions thereby certified have not been amended, each Application and each Letter of Credit to which such Applicant is partymodified, upon which certificates the Bank shall be entitled to relyrevoked or rescinded. (d) Arkansas Best Corporation Each Agent and each Lender shall have received true and complete copies of the certificate of incorporation and by-laws or other organizational document of each Loan Party and Excluded Subsidiary, certified as of the Effective Date as complete and correct copies thereof by the Secretary or an Assistant Secretary of such Loan Party. (“ABC”e) With respect to corporate matters only, each Agent and each Lender shall execute and deliver have received an executed legal opinion of counsel to the Bank an Account Control Agreement among ABC, the Bank and Union Bank, N.A., dated as of even date herewith Loan Parties (the “Account Control Agreement”which may be in house), granting to the Bank a first priority lien and security interest in certain “Collateral” (as defined in the Account Control Agreement), which Collateral shall be in an amount of not less than $the amount of letters of credit outstanding. The Collateral under the Account Control Agreement shall be held by the Bank as support for the Applicants’ obligations under this Agreement, and shall be in form and substance satisfactory to the Bank. Notwithstanding anything Agents and the Lenders. (f) Each Agent and each Lender shall have received one or more executed legal opinions of Dorsey & Whitney LLP, speci▇▇ ▇▇unse▇ ▇▇ ▇he Borrower, in form and substance reasonably satisfactory to the contrary herein containedLenders, as to (i) enforceability of the Loan Documents against the Loan Parties party thereto; (ii) the creation and perfection (and as to pledged stock in certificated form, the parties agree that ABC shall be entitled priority) of security interests granted by Loan Parties pursuant to withdraw from the account any funds in excess Loan Documents; (iii) the entering into and performance of the amount obligations under the Loan Documents to which the Borrower is a party will not violate or cause any breach of the letters Senior Note Indenture and such other agreements evidencing material Indebtedness of credit outstanding the Borrower identified, and copies of which have been provided, by the Borrower to such counsel; (iv) the matters set forth in Section 3.12 hereof; and (v) no consent from, approval of, notice or application to or filing with any federal or Minnesota governmental authority is necessary in connection with the pledge of the DMCCB stock pursuant to the MDI Pledge Agreement, or the enforcement thereof or foreclosure thereon (other than such consent, approval, notice, application or filing requirements that would be required in connection with the change of control of a national bank), and such pledge would not violate applicable federal or Minnesota law, rules or regulations. (g) All consents and approvals necessary to be obtained from time to timeany Governmental Authority or other Person in connection with the financing contemplated hereby and the continuing operation of the Borrower and its Subsidiaries shall have been obtained and be in full force and effect, and all applicable waiting periods and appeal periods shall have expired, in each case without the imposition of any burdensome conditions.

Conditions to Effectiveness. Without limiting or otherwise impairing the discretionary nature of this Agreement and the Bank’s decision whether or not to issue the Letter of Credit, this Agreement This Amendment shall become effective (the “Amendment Effective Date”) upon satisfaction in full of the following conditions precedent: (a) The Bank Immediately after giving effect to this Amendment, (i) the representations and warranties contained in this Amendment, the Credit Agreement and the other Loan Documents shall be correct on and as of the date of this Amendment as though made on and as of such date (except where such representations and warranties relate to an earlier date in which case such representations and warranties shall be true and correct as of such earlier date) and (ii) no Default or Event of Default shall have received duly executed originals of occurred and be continuing (or would result from this AgreementAmendment becoming effective in accordance with its terms). (b) The Bank Agent shall have received copies, certified by counterparts of this Amendment that bear the Secretary or Assistant Secretary signatures of each Applicant (as defined below) of such party’s certificate of incorporationthe Credit Parties, bylaws the Agent and resolutions or actions of such party’s Board of Directors and any other body, if necessary, authorizing the execution of this Agreement, each Application and each Letter of Credit to which such Applicant is partyLenders. (c) The Bank Agent shall have received an incumbency certificate, counterparts of the Joinder to the Credit Agreement executed by ▇▇▇▇▇▇▇▇▇ Services Company (“▇▇▇▇▇▇▇▇▇ Services”), ▇▇▇▇▇▇▇▇▇ Company and the Secretary or Assistant Secretary of each ApplicantAgent, which shall identify by name and title and bear the signatures of along with all authorized officers of schedules to such party authorized to sign this Agreement, each Application and each Letter of Credit to which such Applicant is party, upon which certificates the Bank shall be entitled to relyjoinder. (d) Arkansas Best Corporation The Agent shall have received counterparts of the Supplement to U.S. Security Agreement, along with all exhibits to such supplement. (“ABC”e) The Agent shall execute have received evidence satisfactory to Agent that (for the benefit of itself and deliver to the Bank an Account Control Agreement among ABC, the Bank Lenders) Agent has a valid and Union Bank, N.A., dated as of even date herewith (the “Account Control Agreement”), granting to the Bank a perfected first priority lien and security interest in certain “the Collateral” (, including, without limitation, such documents duly executed by ▇▇▇▇▇▇▇▇▇ Services as defined Agent may request in order to perfect its security interest in the Account Control AgreementCollateral. (f) The Agent shall have received counterparts of the Supplement to the U.S. Pledge Agreement executed by ▇▇▇▇▇▇▇▇▇ Company, along with the original stock certificate of ▇▇▇▇▇▇▇▇▇ Services representing 100% of the outstanding Equity Interests of ▇▇▇▇▇▇▇▇▇ Services with an accompanying stock power executed in blank. (g) The Agent shall have received counterparts of the Loan Certificate of ▇▇▇▇▇▇▇▇▇ Services, along with all exhibits to such certificate. (h) The Agent shall have received a copy of an amendment (or similar agreement), which Collateral shall be in an amount of not less than $the amount of letters of credit outstanding. The Collateral under the Account Control Agreement shall be held by the Bank as support for the Applicants’ obligations under this Agreement, and shall be in form and substance reasonably satisfactory to the Bank. Notwithstanding anything to Agent, duly executed by the contrary herein containedCredit Parties, the parties agree that ABC shall be entitled to withdraw from Term Loan Agent, and the account any funds in excess Term Loan Lenders amending the corresponding provisions of the amount of the letters of credit outstanding from time to timeTerm Loan Agreement.

Conditions to Effectiveness. Without limiting or otherwise impairing the discretionary nature of this Agreement and the Bank’s decision whether or not to issue the Letter of Credit, this Agreement This Amendment shall become be effective upon the satisfaction of each of the following conditions precedentconditions: (a) The Bank Administrative Agent (or its counsel) shall have received duly executed originals from each party hereto either (x) a counterpart of this AgreementAmendment signed on behalf of such party or (y) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this Amendment. (b) The Bank Lenders shall have received copiesbe reasonably satisfied that no material adverse change in the business, certified by the Secretary assets, operations, properties, condition (financial or Assistant Secretary otherwise), liabilities (including contingent liabilities) or material agreements of each Applicant (as defined below) of such party’s certificate of incorporationBorrower and its Subsidiaries has occurred since June 30, bylaws and resolutions or actions of such party’s Board of Directors and any other body, if necessary, authorizing the execution of this Agreement, each Application and each Letter of Credit to which such Applicant is party2006. (c) The Bank There shall be no injunction, writ, preliminary restraining order or other order of any nature issued by any Governmental Authority in any respect affecting the transactions provided for in this Amendment and no action or proceeding by or before any Governmental Authority shall have received an incumbency certificatebeen commenced and be pending or, executed to the knowledge of Borrower, threatened, seeking to prevent or delay the transactions contemplated by the Secretary this Amendment or Assistant Secretary of each Applicant, which shall identify by name challenging any other terms and title and bear the signatures of all authorized officers of such party authorized to sign this Agreement, each Application and each Letter of Credit to which such Applicant is party, upon which certificates the Bank shall be entitled to relyprovisions hereof or thereof or seeking any damages in connection herewith or therewith. (d) Arkansas Best Corporation (“ABC”) shall execute The representations and deliver to the Bank an Account Control Agreement among ABC, the Bank and Union Bank, N.A., dated as of even date herewith (the “Account Control Agreement”), granting to the Bank a first priority lien and security interest in certain “Collateral” (as defined warranties contained in the Account Control Agreement), which Collateral shall be in an amount of not less than $the amount of letters of credit outstanding. The Collateral under the Account Control Loan Agreement shall be held by true and correct in all material respects, except to the Bank as support for extent such representations and warranties relate to an earlier date and, after giving effect to the Applicants’ obligations under this Agreementamendments set forth in Section 1 hereof, no Default or Event of Default shall exist. (e) The Administrative Agent shall have received and accepted a desktop or visual Appraisal of each of the Pool Vessels, which shall be in form and substance satisfactory to the BankAdministrative Agent, and which shall demonstrate that the Fair Market Value of the Pool Vessels as of the Amendment No. Notwithstanding anything 4 Effective Date is not less than $93,750,000.00. (f) The Administrative Agent shall have received (i) for the account of the Lenders party hereto pro rata in accordance with their respective Commitments, payable on the Amendment No. 4 Effective Date, an amendment fee equal to the contrary herein containedproduct of 0.075% multiplied by the Maximum Amount and (ii) all other amounts due and payable on or prior to the Amendment No. 4 Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by Borrower hereunder. (g) All legal matters with respect to and all legal documents (including, but not limited to, the parties agree that ABC Loan Documents) executed in connection with the transactions contemplated by this Amendment shall be entitled satisfactory to withdraw from counsel for the account any funds Administrative Agent. (h) Borrower shall have paid the reasonable fees and disbursements of counsel to the Administrative Agent and the Lenders in excess connection with this Amendment. The Administrative Agent shall notify Borrower and the Lenders of the amount of the letters of credit outstanding from time to timeAmendment No. 4 Effective Date, and such notice shall be conclusive and binding.

Conditions to Effectiveness. Without limiting or otherwise impairing the discretionary nature The effectiveness of this Agreement Amendment, and the Bank’s decision whether obligation of each Lender to make the extension of credit provided for in this Amendment, is subject to the fulfillment, to the reasonable satisfaction of each Lender (the making of such extension of credit in connection with this Amendment by any Lender being conclusively deemed to be its reasonable satisfaction or not to issue waiver of the Letter following), of Credit, this Agreement shall become effective upon satisfaction each of the following conditions precedent:precedent (the first date upon which all such conditions shall have been satisfied being hereinafter referred to as the “Amendment No. 2 Effective Date”): (a) The Bank Agent shall have received counterparts to this Amendment, duly executed originals of this Agreement.and delivered, by the parties hereto: (b) The Bank Agent and the Amendment No. 2 Priority Term Loan Lenders shall have received copies, certified by a copy of the Secretary or Assistant Secretary of each Applicant (as defined below) of such party’s certificate of incorporation, bylaws and resolutions or actions of such party’s Board of Directors and any other body, if necessary, authorizing duly executed Amendment No. 3 to the execution of this Senior Credit Agreement, each Application and each Letter of Credit to which such Applicant is party. (c) The Bank Agent and ▇▇▇▇▇▇▇ shall have received an incumbency certificate, executed by a certificate from the Secretary (or Assistant Secretary such other officer) of each ApplicantLoan Party (other than CGC Technology Limited, a United Kingdom limited corporation, and Comtech UK Holdings Limited, a United Kingdom limited corporation) certifying to (i) the resolutions of such Loan Party's board of directors (or comparable governing body) authorizing its execution, delivery, and performance of the Loan Documents to which shall identify by name it is a party, and title and bear the signatures of all authorized authorizing specific officers of such party authorized Loan Party to sign this Agreementexecute the same, (ii) the incumbency and signatures of each Application specific officers of such Loan Party, (iii) that the Governing Documents of such Loan Party have not been amended, restated, supplemented, altered or otherwise modified since the Amendment No. 1 Effective Date and each Letter (iv) a certificate of Credit good standing or status, as applicable, with respect to such Loan Party, such certificate to be issued by the appropriate officer of the jurisdiction of organization of such Loan Party, which certificate shall indicate that such Applicant Loan Party is partyin good standing and/or is validly existing, upon which certificates the Bank shall be entitled to rely.as applicable, in such jurisdiction; (d) Arkansas Best Corporation (“ABC”) Each of the Lenders and the Agent shall execute have received all fees and deliver other amounts due and payable by the Loan Parties on or prior to the Bank an Account Control Agreement among ABCAmendment No. 2 Effective Date, the Bank and Union Bank, N.A., dated as of even date herewith (the “Account Control Agreement”), granting to the Bank a first priority lien extent invoiced, reimbursement or payment of all reasonable documented out-of-pocket expenses (including fees, charges and security interest in certain “Collateral” (as defined in the Account Control Agreement), which Collateral shall disbursements of counsel) required to be in an amount of not less than $the amount of letters of credit outstanding. The Collateral under the Account Control Agreement shall be held reimbursed or paid by the Bank as support for Borrower under any Loan Document; (e) Agent shall have received all other documents and legal matters in connection with the Applicants’ obligations under transactions contemplated by this Agreement, Amendment and such documents shall have been delivered or executed or recorded and shall be in form and substance satisfactory to the Bank. Notwithstanding anything to Lenders; (f) the contrary herein contained, representations and warranties of the parties agree that ABC Loan Parties set forth in Section 6 below shall be entitled to withdraw from the account any funds in excess true and correct as of the amount date hereof; and (g) no Default or Event of Default shall have occurred and be continuing on the date hereof or as of the letters of credit outstanding from time to timeeffectiveness of, and after giving effect to, this Amendment.

Conditions to Effectiveness. Without limiting or otherwise impairing the discretionary nature of this This Agreement and the Bank’s decision whether or not to issue the Letter of Credit, this Agreement shall will become effective upon satisfaction on the first date (such date, the “Fifth Amendment Effective Date”) on which each of the following conditions precedentis satisfied: (a) A. The Bank Agent shall have received duly executed originals counterparts of this Agreement. (b) The Bank shall have received copies, certified Agreement executed and delivered by the Secretary or Assistant Secretary of each Applicant (as defined below) of such party’s certificate of incorporationParent REIT, bylaws and resolutions or actions of such party’s Board of Directors and any the Borrower, the other body, if necessary, authorizing Loan Parties on the execution of this Agreementdate hereof, each Application Fifth Amendment Term Loan Lender, and each Letter of Credit to which such Applicant is party. (c) The Bank shall have received an incumbency certificate, executed by the Secretary or Assistant Secretary of each Applicant, which shall identify by name and title and bear the signatures of all authorized officers of such party authorized to sign this Agreement, each Application and each Letter of Credit to which such Applicant is party, upon which certificates the Bank shall be entitled to rely. (d) Arkansas Best Corporation (“ABC”) shall execute and deliver to the Bank an Account Control Agreement among ABC, the Bank and Union Bank, N.A., dated as of even date herewith (the “Account Control Agreement”), granting to the Bank a first priority lien and security interest in certain “Collateral” Lenders constituting Required Lenders (as defined in the Account Control Credit Agreement), which Collateral . (i) The Agent shall be in an amount of not less than $the amount of letters of credit outstanding. The Collateral under the Account Control Agreement shall be held have received all reasonable fees and other amounts due and payable by the Bank as support Borrower to the Agent in accordance with the terms of the Amended Credit Agreement on or prior to the date hereof, including, to the extent invoiced at least one (1) Business Day prior to the date hereof, reimbursement or payment of all out of pocket expenses required pursuant to the terms of the Amended Credit Agreement to be reimbursed or paid by the Borrower in connection herewith; and (ii) each Joint Lead Arranger shall have received all of the fees payable to such Joint Lead Arranger, for its own account (and for the Applicants’ obligations under account of the Lenders, as applicable), in the amounts then due to such Joint Lead Arranger in accordance with the terms of the fee letter between the Borrower and such Joint Lead Arranger. C. The Agent shall have received all information reasonably requested by the Agent or any Lender regarding the Borrower and the other Loan Parties in order to comply with the Patriot Act and similar “know your customer” requirements of the Agent and the Lenders party to this Agreement. D. As of the date hereof, both immediately before and immediately after entering into and giving effect to this Agreement, no Default or Event of Default exists. E. The Agent shall have received a certificate of each Loan Party, dated the Fifth Amendment Effective Date, substantially in the form of Exhibit C of the Amended Credit Agreement, with appropriate insertions and attachments. F. The Agent shall be have received the executed legal opinions of counsel to the Group Members, in form and substance satisfactory reasonably acceptable to the BankAgent. Notwithstanding anything Such legal opinions shall cover such matters incident to the contrary herein contained, transactions contemplated by this Agreement as the parties agree that ABC Agent may reasonably require and shall be entitled addressed to withdraw from the account any funds in excess Agent and the Lenders. G. The Agent shall have received a Compliance Certificate, dated the Fifth Amendment Effective Date, demonstrating pro-forma compliance with each of the amount covenants set forth in Section 7.1 of the letters Amended Credit Agreement as of credit outstanding from time to time.the last day of the most recent fiscal quarter of the Borrower for which the Borrower has provided financial statements under Section 6.1(b)

Conditions to Effectiveness. Without limiting or otherwise impairing The obligations of the discretionary nature of this Agreement Lenders (including the Swingline Lender) to make Loans and the Bank’s decision whether or not obligation of the Issuing Bank to issue the any Letter of Credit, this Agreement Credit hereunder shall not become effective upon satisfaction until the date on which each of the following conditions precedent:is satisfied (or waived in accordance with Section 10.2).5 (a) The Bank Administrative Agent shall have received duly executed originals all fees and other amounts due and payable on or prior to the Closing Date, including reimbursement or payment of this Agreementall out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder, under any other Loan Document and under any agreement with the Administrative Agent or Truist Securities (including the Fee Letter). (b) The Bank Administrative Agent (or its counsel) shall have received copiesthe following: (i) a counterpart of this Agreement signed by or on behalf of each party hereto or written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) duly executed Notes payable to each Lender requesting a note (including the Swingline Note payable to the Swingline Lender); (iii) the Subsidiary Guaranty Agreement duly executed by each Subsidiary Loan Party; (iv) the Security Agreement duly executed by the Borrower and each Subsidiary Loan Party; (v) the Pledge Agreement duly executed by the Borrower and each Subsidiary Loan Party; (vi) copies of duly executed payoff letters, certified in form and substance satisfactory to Administrative Agent, executed by each holder of existing Indebtedness or the agent thereof, and a Perfection Certificate (as defined in the Security Agreement) with respect to the Loan Parties dated the Closing Date and duly executed by a Responsible Officer of the Borrower; together with (a) the results of a search of the Uniform Commercial Code filings (or equivalent filings) made with respect to the Loan Parties in the states (or other jurisdictions) of formation of such Persons and in which the chief executive office of each such Person is located and in the other jurisdictions in which such Persons maintain property or do business, together with copies of the financing statements (or similar documents) disclosed by such search, (b) UCC-3 or other appropriate termination statements, in form and substance satisfactory to Administrative Agent, releasing all liens of such holders or agent upon any of the personal property of the Borrower and its Subsidiaries and (c) any other releases, terminations or other documents reasonably required by the Administrative Agent to evidence the payoff of such Indebtedness; (vii) Reserved; (viii) a certificate of the Secretary or Assistant Secretary of each Applicant (as defined below) Loan Party in form and substance acceptable to the Administrative Agent, attaching and certifying copies of its bylaws and of the resolutions of its boards of directors, or partnership agreement or limited liability company agreement, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of the Loan Documents to which it is a party and certifying the name, title and true signature of each officer of such Loan Party executing the Loan Documents to which it is a party’s ; ______________________ 5 Conditions set forth in Section 3.1 were satisfied, and the Closing Date occurred, on November 8, 2012. (ix) certified copies of the articles or certificate of incorporation, bylaws and resolutions certificate of organization or actions limited partnership, or other registered organizational documents of each Loan Party, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of organization of such party’s Board Loan Party; (x) Reserved; (xi) favorable written opinion of Directors ▇▇▇▇▇ ▇▇▇▇▇▇▇ US LLP, counsel to the Loan Parties, addressed to the Administrative Agent and any other bodyeach of the Lenders, and covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request; (xii) a certificate, in form and substance acceptable to the Administrative Agent, dated the Closing Date and signed by a Responsible Officer, certifying that (x) no Default or Event of Default exists, (y) all representations and warranties of each Loan Party set forth in the Loan Documents are true and correct in all material respects (or, if necessaryqualified by materiality, authorizing the execution of this Agreementin all respects) and (z) since December 31, each Application and each Letter of Credit 2011, there shall have been no change which has had or could reasonably be expected to which such Applicant is party.have a Material Adverse Effect; (cxiii) The Bank shall have received an incumbency certificatewith respect to any Loan to be funded on the Closing Date, if any, a duly executed Notice of Borrowing; (xiv) with respect to any Loan to be funded on the Closing Date, if any, a duly executed funds disbursement agreement, together with a report setting forth the sources and uses of the proceeds of the Loans to be disbursed on the Closing Date; (xv) certified copies of all consents, approvals, authorizations, registrations and filings and orders required to be made or obtained under any Requirement of Law, or by the Secretary or Assistant Secretary any Contractual Obligation of each ApplicantLoan Party, which shall identify in connection with the execution, delivery and performance of the Loan Documents by name each Loan Party, and title the validity and bear enforceability of the signatures Loan Documents against each Loan Party or any of all authorized officers of the transactions contemplated thereby, and such party authorized to sign this Agreementconsents, each Application approvals, authorizations, registrations, filings and each Letter of Credit to which such Applicant is party, upon which certificates the Bank shall be entitled to rely. (d) Arkansas Best Corporation (“ABC”) shall execute and deliver to the Bank an Account Control Agreement among ABC, the Bank and Union Bank, N.A., dated as of even date herewith (the “Account Control Agreement”), granting to the Bank a first priority lien and security interest in certain “Collateral” (as defined in the Account Control Agreement), which Collateral orders shall be in an amount of not less than $full force and effect and all applicable waiting periods shall have expired, and no investigation or inquiry by any Governmental Authority regarding the amount of letters of credit outstanding. The Collateral under Loans or any transaction being financed with the Account Control Agreement proceeds thereof shall be held ongoing; (xvi) Reserved; (xvii) copies of the consolidated and consolidating balance sheets, income statements, cash flows and operating budget of the Borrower setting forth projections for the five Fiscal Years next succeeding the Closing Date, and setting forth in reasonable detail the assumptions underlying such projections; (xviii) copies of (A) the internally prepared quarterly financial statements of Borrower and its Subsidiaries on a consolidated basis for the Fiscal Quarter ending on September 30, 2012, and (B) the audited consolidated financial statements for Borrower and its Subsidiaries for the Fiscal Years ending December 31, 2008, December 31, 2009, December 31, 2010, and December 31, 2011; (xix) a duly completed and executed Compliance Certificate of the Borrower, including pro forma calculations of the financial covenants set forth in Article 6 (other than Section 6.3) hereof as of September 30, 2012; (xx) a copy of, or a certificate as to coverage under, the insurance policies required by the Bank as support for applicable provisions of the Applicants’ obligations under this AgreementSecurity Documents, and each of which shall be endorsed or otherwise amended to include a customary lender’s loss payable endorsement and to name the Administrative Agent as additional insured, in form and substance satisfactory to the Bank. Notwithstanding anything Administrative Agent; (xxi) Reserved; and (xxii) such other documents, certificates or information as the Administrative Agent or the Required Lenders may reasonably request, all in form and substance reasonably satisfactory to the contrary herein containedAdministrative Agent or the Required Lenders. (c) The Administrative Agent shall have received (i) to the extent required by the Pledge Agreement, the parties agree that ABC certificates representing the shares of Capital Stock pledged pursuant to the Pledge Agreement, together with an undated stock power for each such certificate executed in blank by a duly authorized officer of the Borrower or the applicable Subsidiary Loan Party, as pledgor; (ii) to the extent required by the Security Agreement, the certificates representing the shares of Capital Stock pledged pursuant to the Security Agreement, together with an undated stock power for each such certificate executed in blank by a duly authorized officer of the pledgor thereof and (iii) to the extent required by the Security Agreement or the Pledge Agreement, each promissory note pledged to the Administrative Agent pursuant to the Pledge Agreement and the Security Agreement endorsed (without recourse) in blank (or accompanied by an executed transfer form in blank satisfactory to the Administrative Agent) by the pledgor thereof. (d) Each document (including, without limitation, any Uniform Commercial Code financing statement) required by the Security Documents or under law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Administrative Agent, for the benefit of the Lenders, a perfected Lien on the Collateral described therein, prior and superior in right to any other Person (other than with respect to Liens permitted by Section 7.2), shall be entitled to withdraw from the account any funds in excess of the amount of the letters of credit outstanding from time to timeproper form for filing, registration or recordation.

Conditions to Effectiveness. Without limiting or otherwise impairing the discretionary nature of this Agreement and the Bank’s decision whether or not to issue the Letter of Credit, this This Agreement shall become effective upon as of the date on which Agent has received each agreement, document and instrument set forth in this section, each in form and substance satisfactory to Agent, including the satisfaction of the following conditions precedent, each to the satisfaction of Agent in its sole discretion: (a) The Bank Borrowers shall have received delivered to Agent this Agreement, duly executed originals by an authorized officer (or authorized signatory) of this Agreement.each Borrower; (b) The Bank Agent shall have received copiesthe Aussie Health Subordination Agreement, certified duly executed by as subordinated creditors party thereto, Agent and Borrowers; (c) Agent shall have received a fully executed copy of the Secretary Aussie Health Acquisition Agreement and all other material agreements, documents or Assistant Secretary of each Applicant instruments pursuant to which the Aussie Health Acquisition is to be consummated, any schedules to such agreements, documents or instruments and all other material ancillary agreements, instruments and documents to be executed or delivered in connection therewith; (as defined belowd) of such party’s certificate of incorporation, bylaws and resolutions or actions of such party’s Board of Directors and any other body, if necessary, authorizing Substantially concurrently with the execution effectiveness of this Agreement, each Application the Aussie Health Acquisition has been consummated (i) in all material respects in accordance with the terms of the Aussie Health Acquisition Agreement and each Letter (ii) in accordance with applicable Law (and such parties’ delivery of Credit their respective signatures hereto shall be deemed to which such Applicant is party.be its certification thereof); (ce) The Bank shall have received an incumbency certificate, Intellectual Property Security Agreement executed by New Borrower; (f) the Secretary certificate from an officer (or Assistant Secretary another authorized person) of New Borrower certifying as to (i) the names and signatures of each Applicant, which shall identify by name and title and bear officer or authorized signatories of the signatures of all authorized officers of such party New Borrower authorized to sign this Agreement, each Application and each Letter of Credit to which such Applicant is party, upon which certificates the Bank shall be entitled to rely. (d) Arkansas Best Corporation (“ABC”) shall execute and deliver to this Agreement and all documents executed in connection therewith, (ii) the Bank an Account Control Agreement among ABC, the Bank and Union Bank, N.A., dated as of even date herewith (the “Account Control Agreement”), granting to the Bank a first priority lien and security interest in certain “Collateral” Organizational Documents (as defined in the Account Control Credit Agreement)) of New Borrower attached to such certificate are complete and correct copies of such Organizational Documents as in effect on the date of such certification, (iii) the resolutions of New Borrower’s board of directors or other appropriate governing body approving and authorizing the execution, delivery and performance of this Agreement and the other documents executed in connection therewith, and (iv) certificates attesting to the good standing of New Borrower in each applicable jurisdiction, together with, if applicable, related tax certificates; (g) for the New Borrower, current UCC searches from the Secretary of State of its jurisdiction of organization with results reasonably acceptable to Agent; (h) Agent shall have received a duly executed legal opinion of New Borrower’s counsel, addressed to Agent and Lenders, addressing matters Agent may reasonably request; (i) all of the representations and warranties of Borrowers set forth herein and in the other Financing Documents are true and correct in all material respects (without duplication of any materiality qualifier in the text of such representation or warranty) with respect to such Borrower as of the date hereof except to the extent that any such representation or warranty relates to a specific date in which Collateral case such representations and warranties were true and correct in all material respects (without duplication of any materiality qualifier in the text of such representation or warranty) on and as of such date (and such parties’ delivery of their respective signatures hereto shall be in an amount deemed to be its certification thereof); (j) no Default or Event of not less than $Default shall exist under any of the amount Financing Documents (and such parties’ delivery of letters their respective signatures hereto shall be deemed to be its certification thereof); (k) executed copies of credit outstanding. The Collateral all consents and amendments required under the Account Control terms of the Horizon Term Loan Credit Agreement shall be held by in connection with the Bank as support for Aussie Health Acquisition and the Applicants’ obligations under this AgreementAussie Health Seller Note, and shall be in each case, in form and substance reasonably satisfactory to Agent; and (l) Borrowers shall have delivered such other documents, information, certificates, records, permits, and filings as the Bank. Notwithstanding anything Agent may reasonably request, including, without limitation, any agreements, instruments and other documents necessary to ensure that Agent receives a perfected Lien in all of to the contrary herein contained, extent required by the parties agree that ABC shall be entitled to withdraw from the account any funds in excess of the amount of the letters of credit outstanding from time to timeCredit Agreement.

Conditions to Effectiveness. Without limiting or otherwise impairing the discretionary nature The effectiveness of this Agreement and Amendment is subject to the Bank’s decision whether or not to issue the Letter of Credit, this Agreement shall become effective upon satisfaction of the following conditions precedentprecedent in a manner satisfactory to Agent, unless specifically waived in writing by Agent: (a) The Bank Agent shall have received each of the following, each in form and substance satisfactory to Agent, in its sole discretion, and, where applicable, each duly executed originals by each party thereto, other than Agent: (i) This Amendment, duly executed by the Borrower and the Guarantors; (ii) certified copies of the resolutions of the Board of Directors of each of the Borrower and the Guarantors authorizing the execution, delivery and performance of this Agreement. (b) The Bank shall have received copiesAmendment and any and all other Credit Documents executed by any of the Borrower or the Guarantors in connection therewith, along with a certificate of incumbency certified by the Secretary or Assistant Secretary secretary of each Applicant (as defined below) of such party’s certificate of incorporation, bylaws the Borrower and resolutions or actions of such party’s Board of Directors and any other body, if necessary, authorizing the execution of this Agreement, each Application and each Letter of Credit to which such Applicant is party. (c) The Bank shall have received an incumbency certificate, executed by the Secretary or Assistant Secretary of each Applicant, which shall identify by name and title and bear the Guarantors with specimen signatures of all authorized the officers of such party the Borrower and the Guarantors who are authorized to sign this Agreementsuch documents, each Application and each Letter of Credit to which such Applicant is party, upon which certificates the Bank shall be entitled to rely. (d) Arkansas Best Corporation (“ABC”) shall execute and deliver to the Bank an Account Control Agreement among ABC, the Bank and Union Bank, N.A., dated as of even date herewith (the “Account Control Agreement”), granting to the Bank a first priority lien and security interest in certain “Collateral” (as defined in the Account Control Agreement), which Collateral shall be in an amount of not less than $the amount of letters of credit outstanding. The Collateral under the Account Control Agreement shall be held by the Bank as support for the Applicants’ obligations under this Agreement, and shall be all in form and substance satisfactory to the Bank. Notwithstanding anything Agent; and (iii) All other documents Agent may request with respect to any matter relevant to this Amendment or the contrary transactions contemplated hereby. (b) The representations and warranties contained herein containedand in the Loan Agreement and the other Credit Documents (as defined in the Loan Agreement), the parties agree that ABC as each is amended hereby, shall be entitled to withdraw from the account any funds in excess true and correct as of the amount date hereof, as if made on the date hereof. (c) No Default or Event of Default shall have occurred and be continuing, unless such Default or Event of Default has been otherwise specifically waived in writing by Agent. (d) All corporate proceedings taken in connection with the letters of credit outstanding from time transactions contemplated by this Amendment and all documents, instruments and other legal matters incident thereto shall be satisfactory to timeAgent.

Conditions to Effectiveness. Without limiting or otherwise impairing the discretionary nature of this Agreement and the Bank’s decision whether or not to issue the Letter of Credit, this This Agreement shall become effective upon satisfaction as of the date (the "Closing Date") when all of the following conditions precedentto effectiveness shall be satisfied: (a) The Bank the Agent shall have received duly counterparts hereof signed by each of the parties hereto (or, in the case of any party as to which an executed originals of this Agreement.counterpart shall not have been received, the Agent shall have received in form satisfactory to it facsimile or other written confirmation from such party that it has executed a counterpart hereof); (b) The Bank the Agent shall have received copies, certified by a duly executed Note for the Secretary or Assistant Secretary account of each Applicant (Bank requesting the same dated as defined below) of such party’s certificate the Closing Date complying with the provisions of incorporation, bylaws and resolutions or actions of such party’s Board of Directors and any other body, if necessary, authorizing the execution of this Agreement, each Application and each Letter of Credit to which such Applicant is party.Section 2.05; (c) The Bank the Agent shall have received counterparts of a Subsidiary Guaranty Agreement, substantially in the form of Exhibit C hereto, duly executed by each of the Obligors listed on the signature pages thereof; (d) the Agent shall have received an incumbency certificateopinion of legal counsel for the Borrower relating to the transactions contemplated hereby, executed by in form and substance reasonably satisfactory to the Secretary or Assistant Secretary of each Applicant, which shall identify by name and title and bear the signatures of all authorized officers of such party authorized to sign this Agreement, each Application and each Letter of Credit to which such Applicant is party, upon which certificates the Bank shall be entitled to rely.Agent; (de) Arkansas Best Corporation (“ABC”) the Agent shall execute and deliver have received all documents the Agent may reasonably request relating to the Bank an Account Control Agreement among ABCexistence of the Obligors, the Bank corporate authority for and Union Bankthe validity of the Financing Documents and any other matters relevant hereto, N.A., dated as of even date herewith (the “Account Control Agreement”), granting to the Bank a first priority lien and security interest in certain “Collateral” (as defined in the Account Control Agreement), which Collateral shall be in an amount of not less than $the amount of letters of credit outstanding. The Collateral under the Account Control Agreement shall be held by the Bank as support for the Applicants’ obligations under this Agreement, and shall be all in form and substance satisfactory to the Bank. Notwithstanding anything Agent; (f) the Agent shall have received certification by the Borrower that the Borrower has paid all fees and expenses owing on the Closing Date by the Borrower to the contrary herein containedCredit Parties; (g) the Agent shall have received at least 5 days prior to the Closing Date all documentation and other information required by bank regulatory authorities under applicable "know-your-customer" and anti-money laundering rules and regulations, including the parties agree that ABC Patriot Act; (h) the Borrower shall have cash on hand which, together with the proceeds from borrowings made hereunder, shall be entitled sufficient to withdraw from consummate the account Acquisition and pay all related fees, commissions and expenses; (i) the Acquisition shall have been consummated in accordance with the Merger Agreement, without giving effect to any funds in excess amendments or waivers thereto that are materially adverse to the Banks without the consent of the amount Agent, such consent not to be unreasonably withheld; and (j) the Agent shall have received (i) at least 10 days prior to the Closing Date, audited financial statements of the letters Borrower and the Acquired Business for each of credit outstanding from time the three fiscal years immediately preceding the Acquisition; (ii) with respect to timethe Borrower, as soon as available, unaudited financial statements for any interim period or periods of the Borrower ended after the date of the most recent audited financial statements and at least 45 days prior to the Closing Date; and (iii) with respect to the Acquired Business, as soon as available to the Borrower, such interim financial statements, if any, as have been delivered to the Borrower by the Acquired Business. The Agent shall promptly notify each of the other Credit Parties and the Borrower of the Closing Date, and such notice shall be conclusive and binding on all parties hereto.

Conditions to Effectiveness. Without limiting or otherwise impairing the discretionary nature of this Agreement and the Bank’s decision whether or not to issue the Letter of Credit, this Agreement This Waiver shall become effective only upon the satisfaction of all of the following conditions precedentprecedent (or waiver of any or all of the conditions precedent by the Administrative Agent in its sole discretion) (the date of satisfaction or waiver of such conditions being referred to herein as the "Waiver Effective Date"): A. On or before the Waiver Effective Date, Borrowers shall deliver to Lenders (or to Administrative Agent for Lenders with sufficient originally executed copies, where appropriate, for each Lender and its counsel) the following, each, unless otherwise noted, dated the Waiver Effective Date: 1. Resolutions of the Board of Directors of LVSI approving and authorizing the execution, delivery and performance of this Waiver, certified as of the Waiver Effective Date by the corporate secretary or an assistant secretary of LVSI as being in full force and effect without modification or amendment; 2. Signature and incumbency certificates of the officers of LVSI executing this Waiver; 3. Executed copies of this Waiver by all parties hereto; and 4. Payment of a waiver fee of one-eighth of one percent (a0.125%) The Bank of the Commitments and all others costs and expenses due under the Credit Agreement. B. Administrative Agent shall have received from Borrowers a duly executed originals of this Agreement. (b) The Bank shall have received copies, certified by waiver regarding the Secretary or Assistant Secretary of each Applicant (as defined below) of such party’s certificate of incorporation, bylaws and resolutions or actions of such party’s Board of Directors and any other body, if necessary, authorizing the execution of this Agreement, each Application and each Letter of Credit to which such Applicant is party. (c) The Bank shall have received an incumbency certificate, executed by the Secretary or Assistant Secretary of each Applicant, which shall identify by name and title and bear the signatures of all authorized officers of such party authorized to sign this Agreement, each Application and each Letter of Credit to which such Applicant is party, upon which certificates the Bank shall be entitled to rely. (d) Arkansas Best Corporation (“ABC”) shall execute and deliver to the Bank an Account Control FF&E Facility Agreement among ABC, the Bank and Union Bank, N.A., dated as of even date herewith (the “Account Control Agreement”), granting to the Bank a first priority lien and security interest in certain “Collateral” (as defined in the Account Control Agreement), which Collateral shall be in an amount of not less than $the amount of letters of credit outstanding. The Collateral under the Account Control Agreement shall be held by the Bank as support for the Applicants’ obligations under this Agreement, and shall be in form and substance reasonably satisfactory to Administrative Agent. C. No Event of Default or Potential Event of Default under (and as defined in) the Bank. Notwithstanding anything Credit Agreement shall have occurred and be continuing or would result from the effectiveness of this Waiver. D. On or before the Waiver Effective Date, all corporate and other proceedings taken or to be taken in connection with the contrary herein containedtransactions contemplated hereby and all documents incidental thereto not previously found acceptable by Administrative Agent, the parties agree that ABC acting on behalf of Lenders, and its counsel shall be entitled reasonably satisfactory in form and substance to withdraw from the account any funds in excess Administrative Agent and such counsel, and Administrative Agent and such counsel shall have received all such counterpart originals or certified copies of the amount of the letters of credit outstanding from time to timesuch documents as Administrative Agent may reasonably request.

Conditions to Effectiveness. Without limiting or otherwise impairing the discretionary nature The effectiveness of this Agreement and Amendment shall be subject to the Bank’s decision whether or not to issue the Letter satisfaction of Credit, this Agreement shall become effective upon satisfaction each of the following conditions precedent:precedent (the date on which such conditions have been satisfied, the “Second Amendment Effective Date”): (a) The Bank shall have received the Administrative Agent’s receipt of the following, each properly executed by an authorized officer of the signing Loan Party and each in form and substance reasonably satisfactory to the Administrative Agent: (i) this Amendment, duly executed originals by each of this Agreement.the Existing Borrowers, the Guarantors, the New Borrower, the Administrative Agent, and each Lender; (bii) The Bank shall have received copiessuch documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, certified existence and good standing of the Borrowers, the authorization of the transactions contemplated by the Secretary or Assistant Secretary of each Applicant (as defined below) of such party’s certificate of incorporation, bylaws and resolutions or actions of such party’s Board of Directors this Amendment and any other body, if necessary, authorizing the execution of this Agreement, each Application and each Letter of Credit to which such Applicant is party. (c) The Bank shall have received an incumbency certificate, executed by the Secretary or Assistant Secretary of each Applicant, which shall identify by name and title and bear the signatures of all authorized officers of such party authorized to sign this Agreement, each Application and each Letter of Credit to which such Applicant is party, upon which certificates the Bank shall be entitled to rely. (d) Arkansas Best Corporation (“ABC”) shall execute and deliver legal matters relating to the Bank an Account Control Agreement among ABCBorrowers or this Amendment, the Bank and Union Bank, N.A., dated as of even date herewith (the “Account Control Agreement”), granting to the Bank a first priority lien and security interest in certain “Collateral” (as defined in the Account Control Agreement), which Collateral shall be in an amount of not less than $the amount of letters of credit outstanding. The Collateral under the Account Control Agreement shall be held by the Bank as support for the Applicants’ obligations under this Agreement, and shall be all in form and substance satisfactory to the Bank. Notwithstanding anything Administrative Agent and its counsel; (iii) a legal opinion from counsel to the contrary herein containedBorrowers with respect to the transactions contemplated by this Amendment, including the joinder of the New Borrower to the Credit Agreement and Collateral Agreement; and (iv) such other documents and certificates referred to in Section 4.01 of the Credit Agreement as may be reasonably requested by the Administrative Agent with respect to the joinder of the New Borrower, including, any Equity Interests in the New Borrower or owned by the New Borrower that are certificated and related transfer powers; provided that if any such documents or certificates cannot be delivered by the Borrowers on the Second Amendment Effective Date after use of commercially reasonable efforts, the parties agree Borrowers shall have such longer period as agreed to by the Administrative Agent to deliver such documents or certificates; (b) no Unmatured Default or Event of Default shall have occurred and be continuing immediately prior to or after giving effect to this Amendment; (c) the Administrative Agent shall have received an officer’s certificate in form and substance reasonably satisfactory to the Administrative Agent, dated as of the Second Amendment Effective Date and signed by the chief financial officer of the Company, (i) confirming compliance with the conditions set forth in paragraphs (a) and (b) of Section 4.02 of the Credit Agreement, (ii) certifying that ABC after giving pro forma effect to each element of the transactions contemplated by this Amendment and the acquisition of the Equity Interests of the New Borrower by Spartan Motors USA, Inc., pursuant to that certain Unit Purchase Agreement dated as of the Second Amendment Effective Date, by and between Spartan Motors USA, Inc., the New Borrower, the members of the New Borrower identified therein and ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇, as the member representative thereunder (the “RTB Acquisition”), (A) the Company and its Subsidiaries (on a consolidated basis) are Solvent, and (B) attached thereto are calculations evidencing that the Leverage Ratio is no more than 3.25 to 1.00, and (iii) certifying that all requirements set forth in Section 6.04(e) of the Credit Agreement have been satisfied or will be satisfied prior to the consummation of the RTB Acquisition; (d) evidence in form and substance reasonably satisfactory to the Administrative Agent that the RTB Acquisition has (or will be) consummated on the Second Amendment Effective Date; (i) the Administrative Agent and the Lenders shall have received all documentation and other information requested by the Administrative Agent or any Lender or required by regulatory authorities in order for the Administrative Agent and the Lenders to comply with requirements of any Anti-Money Laundering Laws, including the PATRIOT Act and any applicable “know your customer” rules and regulations, and (ii) the New Borrower shall have delivered to the Administrative Agent, and directly to any Lender requesting the same, a Beneficial Ownership Certification in relation to it (or a certification that such Borrower qualifies for an express exclusion from the “legal entity customer” definition under the Beneficial Ownership Regulations); and (f) the Borrowers shall have paid all fees and expenses as separately agreed to in connection with this Amendment, including without limitation, (i) those set forth in the Fee Letter dated as of the date hereof between the Company and ▇▇▇▇▇ Fargo, and (ii) all reasonable fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent). For purposes of determining compliance with the conditions specified in this Section 5, each Lender that has signed this Amendment shall be entitled deemed to withdraw have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the account any funds in excess of the amount of the letters of credit outstanding from time to timeSecond Amendment Effective Date specifying its objection thereto.

Conditions to Effectiveness. Without limiting or otherwise impairing the discretionary nature The provisions of this Agreement and the Bank’s decision whether or not to issue the Letter of Credit, this Agreement Amendment shall become effective upon satisfaction on the date (the “Amendment No. 9 Effective Date”) on which the Administrative Agent shall have received, on or before December 30, 2004: (a) a fee in the amount of $93,750 for the Ratable account of the Lenders, which fee is earned on the date hereof and is not subject to refund or rebate of any kind whatsoever, and (b) the following conditions precedentdocuments, each of which shall be satisfactory in form and substance to the Administrative Agent and in sufficient copies for each Lender: (ai) The Bank shall have received this Amendment duly executed originals of this Agreement.and delivered by the Borrowers, the Required Lenders and the Administrative Agent; (bii) The Bank shall have received copies, certified by a certificate of the Secretary secretary or Assistant Secretary assistant secretary of each Applicant (as defined below) Borrower having attached thereto the articles or certificate of incorporation and bylaws of such party’s Borrower (or containing the certification of such secretary or assistant secretary that no amendment or modification of such articles or certificate of incorporationincorporation or bylaws has become effective since the last date on which such documents were last delivered to the Lenders), bylaws and resolutions all corporate or actions of such party’s Board of Directors and any other bodycompany action, including shareholders’ or members’ approval, if necessary, authorizing has been taken by such Borrower and/or its shareholders or members to authorize the execution execution, delivery and performance of this AgreementAmendment and to the further effect that the incumbency certificate most recently delivered to the Lenders remains in effect, each Application and each Letter of Credit to which such Applicant is party.unchanged; (ciii) The Bank shall have received a certificate of the chief executive officer of MasTec stating that, to the best of his or her knowledge and based on an incumbency certificateexamination sufficient to enable him or her to make an informed statement, executed by after giving effect to the Secretary Amendment and to the revised Schedules to the Loan Agreement delivered therewith, (A) all of the representations and warranties made or Assistant Secretary deemed to be made under the Loan Agreement are true and correct on and as of each Applicantthe Amendment No. 9 Effective Date, which shall identify by name and (B) no Default or Event of Default exists; and title and bear the signatures of all authorized officers of such party authorized to sign this Agreement, each Application and each Letter of Credit to which such Applicant is party, upon which certificates the Bank Administrative Agent shall be entitled satisfied as to rely.the truth and accuracy thereof; and (div) Arkansas Best Corporation (“ABC”) shall execute such other documents and deliver to instruments as any Lender through the Bank an Account Control Agreement among ABC, the Bank and Union Bank, N.A., dated as of even date herewith (the “Account Control Agreement”), granting to the Bank a first priority lien and security interest in certain “Collateral” (as defined in the Account Control Agreement), which Collateral shall be in an amount of not less than $the amount of letters of credit outstanding. The Collateral under the Account Control Agreement shall be held by the Bank as support for the Applicants’ obligations under this Agreement, and shall be in form and substance satisfactory to the Bank. Notwithstanding anything to the contrary herein contained, the parties agree that ABC shall be entitled to withdraw from the account any funds in excess of the amount of the letters of credit outstanding from time to timeAdministrative Agent may reasonably request.

Conditions to Effectiveness. Without limiting or otherwise impairing the discretionary nature The effectiveness of this Agreement and Amendment is subject to the Bank’s decision whether or not to issue the Letter of Credit, this Agreement shall become effective upon satisfaction of the following conditions precedent, unless specifically waived in writing by Lender: (a) The Bank Lender shall have received received, in form and substance satisfactory to Lender and its legal counsel: (i) this Amendment, duly executed originals by Borrower; (ii) a certificate of the Secretary of Borrower dated as of the date of this AgreementAmendment, in form and substance satisfactory to Lender, certifying among other things, (i) that Borrower's Board of Directors has met and has adopted, approved, consented to and ratified resolutions which authorize the execution, delivery and performance by Borrower of this Amendment and all such other Financing Agreements to which Borrower is or is to be a party, and (ii) the names of the officers of Borrower authorized to sign this Amendment and each of such other Financing Agreements to which Borrower is or is to be a party hereunder (including the certificates contemplated herein) together with specimen signatures of such officers; and (iii) such additional documents, instruments and information as Lender or its legal counsel may request. (b) The Bank representations and warranties contained herein, in the Loan Agreement and in the other Financing Agreements, shall have received copiesbe true and correct as of the date hereof, certified by as if made on the Secretary or Assistant Secretary of each Applicant date hereof (unless otherwise made on a specific date as defined below) set forth therein, in which case, such representations and warranties shall be true and correct as of such party’s certificate of incorporation, bylaws and resolutions or actions of such party’s Board of Directors and any other body, if necessary, authorizing the execution of this Agreement, each Application and each Letter of Credit to which such Applicant is partydate). (c) The Bank No Event of Default or event or condition which, with notice or passage of time or both, would constitute an Event of Default, shall have received an incumbency certificateoccurred and be continuing, executed unless such event, condition or Event of Default has been specifically waived in writing by the Secretary or Assistant Secretary of each Applicant, which shall identify by name and title and bear the signatures of all authorized officers of such party authorized to sign this Agreement, each Application and each Letter of Credit to which such Applicant is party, upon which certificates the Bank shall be entitled to relyLender. (d) Arkansas Best Corporation (“ABC”) shall execute All corporate proceedings taken in connection with the transactions contemplated by this Amendment and deliver to the Bank an Account Control Agreement among ABCall documents, the Bank instruments and Union Bank, N.A., dated as of even date herewith (the “Account Control Agreement”), granting to the Bank a first priority lien and security interest in certain “Collateral” (as defined in the Account Control Agreement), which Collateral other legal matters incident thereto shall be in an amount satisfactory to Lender and its legal counsel. (e) Borrower shall have paid the portion of not less than $the amount amendment fee due on the Effective Date of letters this Amendment as required pursuant to Section 3.6 of credit outstanding. The Collateral under the Account Control Agreement shall be held by the Bank as support for the Applicants’ obligations under this Loan Agreement, and shall be in form and substance satisfactory to the Bank. Notwithstanding anything to the contrary herein contained, the parties agree that ABC shall be entitled to withdraw from the account any funds in excess of the amount of the letters of credit outstanding from time to timeas amended hereby.

Conditions to Effectiveness. Without limiting or otherwise impairing The obligations of the discretionary nature Lenders to make Loans and of this Agreement and the Bank’s decision whether or not LC Issuers to issue the Letter Letters of Credit, this Agreement Credit hereunder shall not become effective upon satisfaction until the date on which each of the following conditions precedent:shall be satisfied (or waived in accordance with Section 9.07): (a) The Bank Administrative Agent (or its counsel) shall have received duly executed originals from each party hereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (b) The Bank Administrative Agent shall have received copiesa favorable written opinion of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, certified by Esq., dated the Secretary or Assistant Secretary of each Applicant (as defined below) of such party’s certificate of incorporationEffective Date and addressed to the Lenders, bylaws and resolutions or actions of such party’s Board of Directors and any other body, if necessary, authorizing to the execution of this Agreement, each Application and each Letter of Credit to which such Applicant is partyeffect set forth in Exhibit C hereto. (c) The Bank Administrative Agent shall have received an incumbency certificatesuch documents and certificates as the Administrative Agent may reasonably request relating to the organization, executed by the Secretary or Assistant Secretary existence and good standing of each ApplicantBorrower, which shall identify by name the authorization of this Agreement and title the transactions contemplated hereby and bear any other legal matters relating to the signatures of Borrowers, the Loan Documents, this Agreement or the transactions contemplated hereby, all authorized officers of such party authorized in form and substance reasonably satisfactory to sign this Agreement, each Application and each Letter of Credit to which such Applicant is party, upon which certificates the Bank shall be entitled to relyAdministrative Agent. (d) Arkansas Best Corporation All principal, interest, fees and other amounts accrued for the accounts of or owed to the Lenders under the Existing Credit Agreement (“ABC”whether or not due at the time) shall execute and deliver to the Bank an Account Control Agreement among ABChave been paid in full, the Bank commitments under such Agreement shall have expired or been terminated and Union Bank, N.A., dated as of even date herewith (the “Account Control Agreement”), granting to the Bank a first priority lien and security interest in certain “Collateral” (as defined in the Account Control Agreement), which Collateral shall be in an amount of not less than $the amount of all letters of credit outstandingissued thereunder shall have expired, and the Administrative Agent shall have received satisfactory evidence thereof. (e) The Administrative Agent, the Arrangers and each Lender shall have received all fees due and payable on or prior to the Effective Date required to be paid by the Borrowers in connection with this Agreement under any commitment letter or fee letter entered into in connection with the credit facility established hereby (including fees, charges and disbursements of counsel). (f) The Lenders shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act. The Collateral under For purposes of determining compliance with the Account Control conditions specified in this Section 4.02, each Lender that has executed this Agreement shall be held deemed to have consented to, approved or accepted, or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to such Lender unless the Bank as support for Administrative Agent shall have received notice from such Lender prior to the Applicants’ obligations proposed Closing Date specifying its objection thereto. Each Lender that has executed this Agreement and that is a lender under this Agreement, and the Existing Credit Agreement shall be in form and substance satisfactory deemed to have waived the Bank. Notwithstanding anything to the contrary herein contained, the parties agree that ABC shall be entitled to withdraw from the account any funds in excess requirement under Section 2.12 of the amount Existing Credit Agreement for three Business Days’ advance notice of the letters termination of credit outstanding from time to timethe Existing Credit Agreement contemplated by such Section.

Conditions to Effectiveness. Without limiting or otherwise impairing The effectiveness of the discretionary nature of this Amendment Agreement and is subject to the Bank’s decision whether or not to issue the Letter of Credit, this Agreement shall become effective upon satisfaction of the following conditions precedent: (a) The Bank shall have received duly executed originals Due execution and delivery of this Agreement.Amendment Agreement by Netplex; (b) The Bank shall A schedule prepared in good faith by Netplex and attached as an exhibit to the Amendment Agreement which includes: (i) the total Sale Proceeds, (ii) the identification of all Netplex creditors receiving Sale Proceeds (iii) their respective claim amounts against Netplex, and (iv) the amounts that such will receive from the Sale Proceeds, or if their claim and the payment plan with respect thereto have received copiesnot been resolved, certified by a good faith estimate of the Secretary or Assistant Secretary of each Applicant (as defined below) of amounts such party’s certificate of incorporation, bylaws and resolutions or actions of such party’s Board of Directors and any other body, if necessary, authorizing creditors will receive from the execution of this Agreement, each Application and each Letter of Credit to which such Applicant is party.Sale Proceeds; (c) The Bank shall A schedule prepared in good faith by Netplex identifying all creditors with claims against Netplex which will remain in existence after payment of the Sale Proceeds, including (x) any security interest covering all or a portion of their respective claims and (y) their respective claim amounts against Netplex, or if their claim and the payment plan with respect thereto have received an incumbency certificatenot been resolved, executed by a good faith estimate of the Secretary or Assistant Secretary amounts such creditors' claims that will remain in existence after payment of each Applicant, which shall identify by name and title and bear the signatures of all authorized officers of such party authorized to sign this Agreement, each Application and each Letter of Credit to which such Applicant is party, upon which certificates the Bank shall be entitled to relySale Proceeds. (d) Arkansas Best Corporation (“ABC”) shall execute and deliver to A Certification of Authority executed by the Bank an Account Control Agreement among ABC, the Bank and Union Bank, N.A.Assistant Secretary of Netplex, dated as of even the date herewith (hereof, certifying the “Account Control Agreement”)incumbency and signature of the officers of Netplex executing this Amendment Agreement and all other documents to be delivered by them pursuant hereto, granting to together with evidence of the Bank a first priority lien incumbency of such Secretary and security interest in certain “Collateral” (as defined in the Account Control Agreement)corporate resolution of Netplex, which Collateral shall be in an amount of not less than $the amount of letters of credit outstanding. The Collateral under the Account Control Agreement shall be held certified by the Bank secretary, authorizing and approving this Amendment Agreement and the payments specified in this Article III; (e) A written representation and warranty from Netplex that, other than as support for set forth in Schedule 3.1(e) hereof, neither Netplex, Netplex Systems, Inc. nor TDS is currently in default on any material tax obligation to any federal, state, or local government; and (f) Such other documents as may be reasonably required by DSA to effectuate the Applicants’ obligations under terms of this Amendment Agreement, and shall be in form and substance satisfactory to the Bank. Notwithstanding anything to the contrary herein contained, the parties agree that ABC shall be entitled to withdraw from the account any funds in excess of the amount of the letters of credit outstanding from time to time.

Conditions to Effectiveness. Without limiting This Agreement shall become effective as of the date on which each of the following conditions have been satisfied, as determined by Agent in its sole discretion: (a) the Agent shall have received (including by way of facsimile or otherwise impairing other electronic transmission) a duly authorized, executed and delivered counterpart of the discretionary nature signature page to this Agreement from each Credit Party, the Agent and the Lenders; (b) the Agent shall have received a duly executed copy of Amendment No. 1 to Amended and Restated Credit, Security and Guaranty Agreement (Term Loan); (c) Agent shall have received an updated Perfection Certificate, in form and substance reasonably satisfactory to Agent; (d) Agent shall have received a duly authorized, executed and delivered secretary’s certificate from each Credit Party certifying as to (i) the names and signatures of each officer of each Credit Party authorized to execute and deliver this Agreement and all documents executed in connection therewith, (ii) the organizational documents of each Credit Party attached to such certificate are complete and correct copies of such organizational documents as in effect on the date of such certification, (iii) the resolutions of each Credit Party’s board of directors or other appropriate governing body approving and authorizing the execution, delivery and performance of this Agreement and the Bank’s decision whether or not other documents executed in connection therewith, and (iv) certificates attesting to issue the Letter good standing of Crediteach Credit Party in its jurisdiction of organization; (e) After giving effect to the amendments set forth in Section 2, this all representations and warranties set forth in the Credit Agreement shall become effective upon satisfaction be true and correct in all material respects (without duplication of any materiality qualifier in the text of such representation or warranty) as of the following conditions precedent:date hereof, except to the extent that any such representation or warranty relates to a specific date in which case such representation or warranty shall be true and correct in all material respects as of such earlier date (without duplication of any materiality qualifier in the text of such representation or warranty) (and Borrower’s delivery of its signature hereto shall be deemed to be its certification thereof); and (af) The Bank shall have received duly executed originals of this Agreement. (b) The Bank shall have received copies, certified by the Secretary or Assistant Secretary of each Applicant (as defined below) of such party’s certificate of incorporation, bylaws immediately prior to and resolutions or actions of such party’s Board of Directors and any other body, if necessary, authorizing the execution of after giving effect to this Agreement, each Application and each Letter no Default or Event of Credit to which such Applicant is party. (c) The Bank shall have received an incumbency certificate, executed by the Secretary or Assistant Secretary of each Applicant, which shall identify by name and title and bear the signatures of all authorized officers of such party authorized to sign this Agreement, each Application and each Letter of Credit to which such Applicant is party, upon which certificates the Bank shall be entitled to rely. (d) Arkansas Best Corporation (“ABC”) shall execute and deliver to the Bank an Account Control Agreement among ABC, the Bank and Union Bank, N.A., dated as of even date herewith (the “Account Control Agreement”), granting to the Bank a first priority lien and security interest in certain “Collateral” (as defined in the Account Control Agreement), which Collateral shall be in an amount of not less than $the amount of letters of credit outstanding. The Collateral Default exists under the Account Control Agreement shall be held by the Bank as support for the Applicants’ obligations under this Agreement, and shall be in form and substance satisfactory to the Bank. Notwithstanding anything to the contrary herein contained, the parties agree that ABC shall be entitled to withdraw from the account any funds in excess of the amount of the letters of credit outstanding from time to timeFinancing Documents.

Conditions to Effectiveness. Without limiting or otherwise impairing the discretionary nature The satisfaction of this Agreement and the Bank’s decision whether or not to issue the Letter of Credit, this Agreement shall become effective upon satisfaction each of the following shall constitute conditions precedent:precedent to the effectiveness of this Amendment and each and every provision hereof (the date of such being the “Fourth Amendment Effective Date”): (a) The Bank representations and warranties in the Loan Agreement and the other Loan Documents shall have received duly executed originals be true and correct in all material respects on and as of this Agreement.the date hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date); (b) No Default or Event of Default shall have occurred and be continuing on the date hereof or as of the date of the effectiveness of this Amendment; (c) Each Credit Party, the Agent and the Required Lenders shall have delivered an executed copy of this Amendment to Agent; (d) No injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the consummation of the transactions contemplated herein shall have been issued and remain in force by any Governmental Authority against any Credit Party or the Lender Group; (e) The Bank successful completion of the initial public offering of the equity securities of Ultimate Parent resulting in gross proceeds of $25,000,000; (f) Agent shall have received copiesUltimate Parent’s (i) charter (or similar formation document), certified by the Secretary appropriate governmental authority, (ii) good standing certificates in its state of formation and in each other state requested by Agent, (iii) bylaws (or Assistant Secretary similar governing document), (iv) resolutions of each Applicant its board of directors (as defined belowor similar governing body) approving and authorizing Ultimate Parent’s execution, delivery and performance of such party’s certificate of incorporation, bylaws and resolutions or actions of such party’s Board of Directors and any other body, if necessary, authorizing the execution of this Agreement, each Application and each Letter of Credit Loan Documents to which such Applicant it is partyparty and the transactions contemplated thereby, and (v) signature and incumbency certificates of its officers executing any of the Loan Documents, all certified by its secretary or an assistant secretary (or similar officer) as being in full force and effect without modification. (cg) The Bank Ultimate Parent shall have executed and delivered the Joinder to the Loan Agreement attached hereto as Exhibit A; (h) Borrower shall have delivered to Agent a properly completed Uniform Commercial Code financing statements with respect to Ultimate Parent and other filings and documents required by law or the Loan Documents to provide Agent first priority perfected Liens (subject only to Permitted Liens) in the assets of Ultimate Parent constituting Collateral; (i) Agent shall have received an incumbency certificateoriginal membership certificates reflecting 100% of the equity of Parent, together with undated irrevocable transfer powers executed by the Secretary or Assistant Secretary of each Applicant, which shall identify by name and title and bear the signatures of all authorized officers of such party authorized to sign this Agreement, each Application and each Letter of Credit to which such Applicant is party, upon which certificates the Bank shall be entitled to rely.in blank; and (dj) Arkansas Best Corporation (“ABC”) Borrower and the other Credit Parties shall execute have executed and deliver delivered such additional certificates, documents, amendments to other Loan Documents and financing statements as Agent may require in connection with the Bank an Account Control Agreement among ABC, the Bank and Union Bank, N.A., dated as of even date herewith (the “Account Control Agreement”), granting to the Bank a first priority lien and security interest in certain “Collateral” (as defined in the Account Control Agreement), which Collateral shall be in an amount of not less than $the amount of letters of credit outstanding. The Collateral under the Account Control Agreement shall be held transactions contemplated by the Bank as support for the Applicants’ obligations under this Agreement, and shall be in form and substance satisfactory to the Bank. Notwithstanding anything to the contrary herein contained, the parties agree that ABC shall be entitled to withdraw from the account any funds in excess of the amount of the letters of credit outstanding from time to timeAmendment.

Conditions to Effectiveness. Without limiting or otherwise impairing The effectiveness of the discretionary nature of this Agreement and the Bank’s decision whether or not to issue the Letter of Credit, this Agreement Commitments shall become effective upon satisfaction occur when each of the following conditions precedentis satisfied (or waived by the Administrative Agent and each Lender), each document to be dated the Closing Date (unless otherwise indicated) and delivered to the relevant Persons indicated below, and each document and other condition or evidence to be in form and substance reasonably satisfactory to the Administrative Agent: (a) The Bank Agents shall have received counterparts of (i) this Agreement duly executed originals and delivered by all of this Agreementthe parties hereto and (ii) each of the other Loan Documents to be executed and delivered on the Closing Date duly executed and delivered by all of the parties thereto. (b) The Bank Agents shall have received copies(i) proper financing statements, certified duly filed on or before the Closing Date (and the Borrower hereby consents to such filing by the Secretary Collateral Agent or Assistant Secretary of each Applicant (as defined belowthe Administrative Agent) of such party’s certificate of incorporation, bylaws and resolutions under the UCC in all jurisdictions that the Administrative Agent reasonably deems necessary or actions of such party’s Board of Directors desirable in order to perfect the interests in the Collateral contemplated by this Agreement and any other bodyLoan Documents and (ii) copies of proper financing statements, if necessaryany, authorizing necessary to release all security interests and other rights of any Person in the execution of this Agreement, each Application and each Letter of Credit to which such Applicant is partyCollateral previously granted by the Borrower or any other transferor. (c) The Bank Agents shall have received an incumbency certificatelegal opinions (addressed to each of the Secured Parties) from (i) Dechert LLP, executed by special New York and Delaware counsel to the Secretary or Assistant Secretary of each ApplicantBorrower and the Collateral Manager, which shall identify by name including without limitation (A) true sale opinions relating to the Loan Sale Agreement and title (B) a non-consolidation opinion, (ii) ▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, counsel to the Collateral Agent, the Collateral Administrator, the Document Custodian and bear the signatures of all authorized officers of such party authorized Securities Intermediary and (iii) ▇▇▇▇▇▇▇ LLP, special Maryland counsel to sign this Agreementthe Seller, each Application covering such matters as the Administrative Agent and each Letter of Credit to which such Applicant is party, upon which certificates the Bank its counsel shall be entitled to relyreasonably request. (d) Arkansas Best Corporation The Administrative Agent shall have received evidence reasonably satisfactory to it that (“ABC”i) all of the Covered Accounts shall execute have been established and deliver to the Bank an Account Control Agreement among ABC, the Bank and Union Bank, N.A., dated as of even date herewith (the “Account Control Agreement”), granting to the Bank a first priority lien and security interest in certain “Collateral” (as defined in the Account Control Agreement), which Collateral shall be in an amount of not less than $the amount of letters of credit outstanding. The Collateral under ii) the Account Control Agreement shall be held have been executed and delivered by the Bank as support for the Applicants’ obligations under this Agreement, respective parties thereto and shall be in form full force and substance satisfactory to the Bank. Notwithstanding anything to the contrary herein contained, the parties agree that ABC shall be entitled to withdraw from the account any funds in excess of the amount of the letters of credit outstanding from time to timeeffect.

Conditions to Effectiveness. Without limiting or otherwise impairing the discretionary nature of this Agreement and the Bank’s decision whether or This Amendment shall not to issue the Letter of Credit, this Agreement shall become be effective upon satisfaction until each of the following conditions precedentprecedent has been fulfilled to the satisfaction of the Agent: (a) The Bank a. This Amendment shall have been duly executed and delivered by the Borrowers, the other Loan Parties, and the Lenders, and the Agent shall have received duly a fully executed originals of this Agreementoriginal hereof. (b) b. The Bank Agent shall have received copies, certified a Term Note executed by the Secretary or Assistant Secretary Borrowers in favor of each Applicant (as defined below) Term Lender requesting a Term Note. c. All action on the part of such party’s certificate of incorporationthe Borrowers and the other Loan Parties necessary for the valid execution, bylaws delivery and resolutions or actions of such party’s Board of Directors performance by the Borrowers and any the other body, if necessary, authorizing the execution Loan Parties of this Agreement, each Application Amendment and each Letter of Credit to which such Applicant is party. (c) the other Loan Documents shall have been duly and effectively taken. The Bank Agent shall have received an incumbency certificate(i) reasonable and customary opinions of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, United States counsel to the Loan Parties, and of Golwing WLG, Canadian counsel to the Loan Parties, counsel to the Loan Parties, addressed to the Agent and each Lender, and (ii) such customary corporate resolutions, certificates and other customary corporate documents as the Agent shall reasonably request. d. The Agent shall have received a ratification and supplements, if applicable, of the Security Documents duly executed by the Secretary or Assistant Secretary Loan Parties, the control agreement with respect to the 2019 Notes Reserve controlled account held at Bank of each ApplicantAmerica, which duly executed by the Loan Parties, the Agent and Bank of America, and such other documents and certifications as may be reasonably requested by the Agent. e. At least three (3) Business Days prior to the Third Amendment Effective Date, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall identify by name and title and bear deliver, to the signatures of all authorized officers of such party authorized to sign this Agreement, each Application Agent and each Letter Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party. f. There has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect. g. After giving pro forma effect to the transactions described herein and any Credit Extensions to which such Applicant is partybe made on the Third Amendment Effective Date (including the implementation of the 2019 Notes Reserve and the funding of the Term Loan), upon which certificates Excess Availability on the Bank Third Amendment Effective Date shall be entitled equal to relyor greater than $150,000,000. (d) Arkansas Best Corporation (“ABC”) h. The Agent shall execute and deliver have received a Borrowing Base Certificate dated the Third Amendment Effective Date, relating to the Bank an Account Control Agreement among ABCmonth ended on March 2, the Bank and Union Bank, N.A., dated as of even date herewith (the “Account Control Agreement”), granting to the Bank a first priority lien and security interest in certain “Collateral” (as defined in the Account Control Agreement), which Collateral shall be in an amount of not less than $the amount of letters of credit outstanding. The Collateral under the Account Control Agreement shall be held by the Bank as support for the Applicants’ obligations under this Agreement2019, and executed by a Responsible Officer of the Lead Borrower. i. The Agent shall have received and be satisfied with updated projections of the Loan Parties in form and substance acceptable to the Agent. j. The Agent shall have received evidence that all insurance required to be maintained pursuant to the Loan Documents and all endorsements in favor of the Agent required under the Loan Documents have been obtained and are in effect. k. The Agent shall have received results of searches or other evidence reasonably satisfactory to the Bank. Notwithstanding anything Agent (in each case dated as of a date reasonably satisfactory to the contrary herein contained, Agent) indicating the parties agree that ABC shall be entitled to withdraw from absence of Liens on the account any funds in excess assets of the amount Loan Parties, except for Permitted Encumbrances and Liens for which termination statements and releases, PPSA estoppel letters and releases or subordination agreements satisfactory to the Agent are being tendered concurrently with such extension of credit or other arrangements satisfactory to the Agent for the delivery of such termination statements and releases, satisfactions and discharges have been made. l. The Agent shall have received all documents and instruments, including Uniform Commercial Code financing statements and PPSA financing statement registrations, required by law or reasonably requested by the Agent to be filed, registered or recorded to create or perfect the first priority (subject to Permitted Encumbrances having priority by operation of Law) Liens intended to be created under the Loan Documents and all such documents and instruments shall have been so filed, registered or recorded to the satisfaction of the letters Agent. m. After giving effect to this Amendment, no Default or Event of credit outstanding from time Default shall have occurred and be continuing. n. The Borrowers shall have paid all reasonable fees then due to timethe Agent and the Lenders and shall have reimburses the Agent and the Lenders for all reasonable out-of-pocket costs and expenses, including, reasonable attorneys’ fees of one primary counsel and necessary local counsel, in connection with or relating to this Amendment.

Conditions to Effectiveness. Without limiting This Agreement shall become effective as of the date on which each of the following conditions have been satisfied, as determined by Agent in its sole discretion: (a) the Agent shall have received (including by way of facsimile or otherwise impairing other electronic transmission) a duly authorized, executed and delivered counterpart of the discretionary nature signature page to this Agreement from each Credit Party, the Agent and the Lenders; (b) the Agent shall have received a duly executed copy of Limited Consent and Amendment No. 4 to Credit, Security and Guaranty Agreement (Revolving Loan); (c) Agent shall have received a fully executed copy of the Fourth Amendment Acquisition Agreement and any other material documents, instruments or agreements executed in connection therewith, in form and substance reasonably acceptable to Agent; (d) Agent shall have received an updated Perfection Certificate, in form and substance reasonably satisfactory to Agent; (e) Agent shall have received a duly executed certificate of Borrower certifying with respect to the Fourth Amendment Acquisition as to the satisfaction of each condition contained in the definition of Permitted Acquisition and attaching the projections required by clause (n) of such definition; (f) Agent shall have received a duly authorized, executed and delivered secretary’s certificate from each Credit Party certifying as to (i) the names and signatures of each officer of each Credit Party authorized to execute and deliver this Agreement and all documents executed in connection therewith, (ii) the organizational documents of each Credit Party attached to such certificate are complete and correct copies of such organizational documents as in effect on the date of such certification, (iii) the resolutions of each Credit Party’s board of directors or other appropriate governing body approving and authorizing the execution, delivery and performance of this Agreement and the Bank’s decision whether or not other documents executed in connection therewith, and (iv) certificates attesting to issue the Letter good standing of Crediteach Credit Party in its jurisdiction of organization; (g) After giving effect to the amendments set forth in Section 2, this all representations and warranties set forth in the Credit Agreement shall become effective upon satisfaction be true and correct in all material respects (without duplication of any materiality qualifier in the text of such representation or warranty) as of the following conditions precedent:date hereof, except to the extent that any such representation or warranty relates to a specific date in which case such representation or warranty shall be true and correct in all material respects as of such earlier date (without duplication of any materiality qualifier in the text of such representation or warranty) (and Borrower’s delivery of its signature hereto shall be deemed to be its certification thereof); (ah) The Bank Agent shall have received duly executed originals of this Agreement. (b) The Bank shall have received copiesall documentation and other information that Agent or any Lender reasonably requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, certified by the Secretary or Assistant Secretary of each Applicant (as defined below) of such party’s certificate of incorporationincluding, bylaws and resolutions or actions of such party’s Board of Directors and any other body, if necessary, authorizing the execution of this Agreement, each Application and each Letter of Credit to which such Applicant is party. (c) The Bank shall have received an incumbency certificate, executed by the Secretary or Assistant Secretary of each Applicant, which shall identify by name and title and bear the signatures of all authorized officers of such party authorized to sign this Agreement, each Application and each Letter of Credit to which such Applicant is party, upon which certificates the Bank shall be entitled to rely. (d) Arkansas Best Corporation (“ABC”) shall execute and deliver to the Bank an Account Control Agreement among ABCwithout limitation, the Bank and Union BankUSA PATRIOT Act, N.A.in each case, dated as of even date herewith (the “Account Control Agreement”), granting to the Bank a first priority lien and security interest in certain “Collateral” (as defined in the Account Control Agreement), which Collateral shall be in an amount of not less than $the amount of letters of credit outstanding. The Collateral under the Account Control Agreement shall be held by the Bank as support for the Applicants’ obligations under this Agreement, and shall be in form and substance reasonably satisfactory to the Bank. Notwithstanding anything Agent or Lender, as applicable; and (i) immediately prior to the contrary herein containedand after giving effect to this Agreement, the parties agree that ABC shall be entitled to withdraw from the account no Default or Event of Default exists under any funds in excess of the amount of the letters of credit outstanding from time to timeFinancing Documents.

Conditions to Effectiveness. Without limiting or otherwise impairing the discretionary nature of this Agreement and the Bank’s decision whether or not to issue the Letter of Credit, this Agreement This Amendment shall become effective upon satisfaction the receipt by Lender of each of the following conditions precedentitems, provided that each of the following items are delivered or performed on or before February 19, 2010: (a) The Bank Lender shall have received a duly executed originals copy of this AgreementAmendment by Borrowers. (b) The Bank Lender shall have received a duly executed Equipment Term Loan Note by Borrowers. (c) Lender shall have received financial and business projections for the remainder of the 2010 calendar year, which financial and business projections shall be determined after taking into effect this Amendment and shall have been approved by each Borrower’s board of directors and be in form and substance reasonably acceptable to Lender. (d) Lender shall have received copies, certified by the Secretary or Assistant Secretary (or the equivalent thereof) of each Applicant Borrower, in each case, of its certificate of incorporation or formation, as applicable (as defined below) each certified by the Secretary of State of the State of such partyBorrower’s certificate incorporation or formation, as applicable, as of incorporationa recent date), bylaws its by-laws or limited liability company agreement, as applicable, (or, to the extent that there have been no amendments or modifications to such documents since the date such documents were last delivered to Lender, and such documents remain in full force and effect, Lender shall have received a certification with respect thereto), its Board of Directors’ resolutions and of resolutions or actions of such party’s Board of Directors and any other body, if necessary, body authorizing the execution of this Agreement, each Application and each Letter of Credit the Loan Documents to which such Applicant Borrower is a party. , the incumbency of its officers authorized to sign the Loan Documents (c) The Bank shall have received an incumbency certificate, executed by the Secretary or Assistant Secretary of each Applicant, which shall identify by name and title and bear the signatures of all the authorized officers and any other officers of such Borrower authorized to sign the Loan Documents to which such Borrower is a party (or, to the extent that the authorized officers of such party authorized to sign this Agreement, each Application and each Letter of Credit to which such Applicant is party, upon which certificates the Bank shall be entitled to rely. (d) Arkansas Best Corporation (“ABC”) shall execute and deliver to applicable Person remains the Bank an Account Control Agreement among ABC, same as the Bank and Union Bank, N.A., dated certification received as of even date herewith (the “Account Control Agreement”)Closing Date, granting to the Bank Lender shall have received a first priority lien and security interest in certain “Collateral” (as defined in the Account Control Agreementcertification with respect thereto), which Collateral shall be in an amount of not less than $the amount of letters of credit outstanding. The Collateral under the Account Control Agreement shall be held by the Bank as support for the Applicants’ obligations under this Agreement, and such documents shall be in form and substance reasonably satisfactory to the Bank. Notwithstanding anything to the contrary herein contained, the parties agree that ABC Lender and upon which certificate Lender shall be entitled to withdraw from the account rely until informed of any change in writing by such Borrower. (e) Lender shall have received certificates of good standing in each Borrower’s jurisdiction of incorporation or formation. (f) Borrowers shall have paid in immediately available funds in excess (i) all costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ fees and expenses) of the amount Lender and (ii) all reasonable fees and expenses of the letters of credit outstanding from time ▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel to timeLender. (g) Lender shall have received such other documents as Lender or its counsel may have reasonably requested.

Conditions to Effectiveness. Without limiting or otherwise impairing the discretionary nature The effectiveness of this Agreement and Amendment is subject to the Bank’s decision whether or not to issue the Letter of Credit, this Agreement shall become effective upon satisfaction of the following conditions precedentprecedent in a manner satisfactory to Agent, unless specifically waived in writing by Agent: (a) The Bank Agent shall have received each of the following, each in form and substance satisfactory to Agent, in its sole discretion, and, where applicable, each duly executed originals by each party thereto, other than Agent: (i) This Amendment, duly executed by Companies, the Guarantor and the New Guarantor; (ii) Pledge Agreement duly signed by Steel International pledging all of its membership interests in LSSM; (iii) Pledge Agreement duly signed by LSSM pledging all of its ownership interests in Lone Star Steel International de Mexico S DE ▇.▇. de C.V.; (iv) A Guaranty duly signed by LSSM; (v) Opinion from Fulbright & ▇▇▇▇▇▇▇▇ L.L.P. opining, in form and substance satisfactory to Agent, which shall cover such matters incident to the transactions contemplated by this Amendment as Agent may reasonably require and the Companies, the Guarantors and LSSM hereby authorize and direct such counsel to deliver such opinions to Agent; (vi) Certified copies of the resolutions of the Board of Directors, Board of Managers or Executive Committee of each of the Companies, the Guarantors and SEG, authorizing the execution, delivery and performance of this Agreement. (b) The Bank shall have received copiesAmendment and any and all other Loan Documents executed by any of the Companies, the Guarantors or SEG in connection therewith, along with a certificate of incumbency certified by the Secretary secretary of SEG, and, if there has been any change from the most recent incumbency certificates delivered by any of the Companies or Assistant Secretary the Guarantors, a certificate of incumbency certified by the secretary of each Applicant (as defined below) of such party’s certificate of incorporation, bylaws and resolutions or actions of such party’s Board of Directors and any other body, if necessary, authorizing the execution of this Agreement, each Application Companies and each Letter of Credit to which such Applicant is party. (c) The Bank shall have received an incumbency certificatethe Guarantors, executed by the Secretary or Assistant Secretary of each Applicant, which shall identify by name and title and bear the with specimen signatures of all authorized the officers of such party the Companies, the Guarantors and SEG who are authorized to sign this Agreementsuch documents, each Application and each Letter of Credit to which such Applicant is party, upon which certificates the Bank shall be entitled to rely. (d) Arkansas Best Corporation (“ABC”) shall execute and deliver to the Bank an Account Control Agreement among ABC, the Bank and Union Bank, N.A., dated as of even date herewith (the “Account Control Agreement”), granting to the Bank a first priority lien and security interest in certain “Collateral” (as defined in the Account Control Agreement), which Collateral shall be in an amount of not less than $the amount of letters of credit outstanding. The Collateral under the Account Control Agreement shall be held by the Bank as support for the Applicants’ obligations under this Agreement, and shall be all in form and substance satisfactory to the Bank. Notwithstanding anything Agent; (vii) Evidence satisfactory to the contrary Agent that casualty insurance policies of all Companies and Guarantors listing Agent as loss payee or additional insured, as the case may be, have been amended to cover the New Guarantor as well as all Companies and all Guarantors, and are in full force and effect, in form and substance satisfactory to Agent; and (viii) All other documents Agent may request with respect to any matter relevant to this Amendment or the transactions contemplated hereby. (b) The representations and warranties contained herein containedand in the Agreement and the other documents executed in connection with the Agreement (herein referred to as “Loan Documents”), the parties agree that ABC as each is amended hereby, shall be entitled to withdraw from the account any funds in excess true and correct as of the amount date hereof, as if made on the date hereof, except for such representations and warranties as are by their express terms limited to a specific date. (c) No Default or Event of Default shall have occurred and be continuing, unless such Default or Event of Default has been otherwise specifically waived in writing by Agent. (d) All corporate proceedings taken in connection with the letters of credit outstanding from time transactions contemplated by this Amendment and all documents, instruments and other legal matters incident thereto shall be satisfactory to timeAgent.

Conditions to Effectiveness. Without limiting or otherwise impairing the discretionary nature of this Agreement and the Bank’s decision whether or not to issue the Letter of Credit, this Agreement (1) This Amendment shall become effective upon satisfaction of on the date when the following conditions precedentprecedent have been satisfied: (a) The Borrower, each Guarantor and the Bank shall have received duly delivered an executed originals counterpart of this AgreementAmendment. (b) The Bank shall have received copieseach of the following documents, certified each duly executed by the parties thereto and in full force and effect: (i) a Line of Credit Note giving effect to the reduction in the Maximum Line of Credit Amount contemplated hereby; and (ii) a Term Note evidencing the Original Term Loan and the Incremental Term Loan to be made on the Second Amendment Effective Date. (c) The Borrower and each Guarantor shall have delivered to the Bank copies of the following documents, duly certified, or the following certificates, as applicable: (i) With respect to each such Person, resolutions of the Board of Directors of such Person authorizing (A) the execution and delivery of this Amendment and each other Loan Document contemplated hereby, the performance of such Person's obligations under such Loan Documents and the Credit Agreement, as amended hereby, and, in the case of the Borrower, the incurrence of the incremental Indebtedness contemplated hereby, and, in the case of each Guarantor, confirming the continuing validity and enforceability of the Guaranty previously executed by such Guarantor for the benefit of the Bank, and (B) all other actions to be taken by such Person in connection with this Amendment; and (ii) With respect to each such Person, a certificate, signed by the Secretary or Assistant Secretary of such Person, dated as of the Second Amendment Effective Date certifying as to the (A) incumbency, and containing the specimen signature or signatures, of the Person or Persons authorized to execute this Amendment and each Applicant (as defined below) other Loan Document contemplated hereby, together with evidence of the incumbency of such party’s Secretary or Assistant Secretary, and (B) authenticity and completeness of the certificate of incorporation, bylaws incorporation and resolutions or actions by-laws of such party’s Board of Directors and any other bodyPerson or, if necessaryany such governing document of such Person has not been amended, authorizing restated, supplemented, or otherwise modified since the execution Closing Date, the absence of this Agreementany amendments, each Application and each Letter restatements, supplements, or modifications to such governing documents of Credit to which such Applicant is partyPerson. (cd) The Bank shall have received an incumbency certificatea closing fee of $60,000, executed by the Secretary or Assistant Secretary of each Applicant, which shall identify by name and title and bear the signatures of all authorized officers of such party authorized fee to sign this Agreement, each Application and each Letter of Credit to which such Applicant is party, upon which certificates the Bank shall be entitled to relypaid in immediately available funds. (de) Arkansas Best Corporation (“ABC”) No Event of Default or Default shall execute have occurred and deliver be continuing or would result after giving effect to the Bank an Account Control Agreement among ABCtransactions contemplated hereby. (f) The representations and warranties set forth in Section 10 hereof shall be true and correct on the effective date of this Amendment. (g) No injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the Bank consummation of the transactions contemplated herein shall have been issued and Union remain in force by any Governmental Authority against the Borrower, any Guarantor or the Bank. (h) The Borrower shall have paid all reasonable out-of-pocket costs and expenses of the Bank, N.A., dated as of even date herewith (the “Account Control Agreement”), granting to the Bank a first priority lien extent invoices therefor have been presented. (i) All other documents and security interest legal matters in certain “Collateral” (as defined in connection with the Account Control Agreement), which Collateral transactions contemplated by this Amendment shall be in an amount of not less than $the amount of letters of credit outstanding. The Collateral under the Account Control Agreement shall be held by the Bank as support for the Applicants’ obligations under this Agreement, have been delivered or executed or recorded and shall be in form and substance satisfactory to the Bank. Notwithstanding anything . (2) No later than February 25, 2005, the Bank shall have received (i) a duly executed amendment to the contrary herein containedMortgage delivered on the Closing Date signed by the record owner of the Real Property Collateral, together with customary Mortgage Related Documents relating thereto, in each case in form and substance reasonably acceptable to the Bank and (ii) either mortgage modification endorsements to, or date down endorsements to (or re-dated title insurance policies which replace), the parties agree that ABC shall be entitled existing title insurance policy issued on the Closing Date, in any case issued by a nationally recognized title insurance company reasonably acceptable to withdraw from the account any funds in excess Bank, insuring the Lien of the amount Mortgage, as amended by such amendment, as a valid first priority Lien on the Real Property Collateral described therein, free of any other Liens except as permitted by the letters Loan Documents; and, the failure to deliver such amendment to the Mortgage and all such Mortgage Related Documents shall constitute an Event of credit outstanding from time to timeDefault under the Credit Agreement.

Conditions to Effectiveness. Without limiting The effectiveness of the amendments in Section 3 and the occurrence of the Incremental Effective Date are subject to the satisfaction (or, to the extent not otherwise required by the Credit Agreement, waiver by the Incremental Revolving Facility Lenders) of the following conditions: (i) the Administrative Agent and the Arrangers (or otherwise impairing their counsel) shall have received from the discretionary nature Borrower, Holdings and the Subsidiary Loan Parties, each Incremental Revolving Facility Lender and the Administrative Agent (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence reasonably satisfactory to the Administrative Agent and the Arrangers (which may include delivery of a signed signature page of this Agreement by facsimile or other means of electronic transmission (e.g. “pdf”)) that such party has signed a counterpart of this Agreement; (ii) the Administrative Agent shall have received, on behalf of itself and the Incremental Revolving Facility Lenders, a written opinion, dated the Incremental Effective Date, of ▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel to the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent and covering such matters relating to this Agreement as the Administrative Agent shall reasonably request; (iii) the Administrative Agent and the Arrangers shall have received a certificate of the Secretary or Assistant Secretary or similar officer of each Loan Party party hereto dated the Incremental Effective Date and certifying: (a) a copy of the certificate or articles of incorporation, certificate of limited partnership, certificate of formation or other equivalent constituent and governing documents, including all amendments thereto, of such Loan Party, certified as of a recent date by the Secretary of State (or other similar official) of the jurisdiction of its organization, (b) a certificate as to the good standing (to the extent such concept or a similar concept exists under the laws of such jurisdiction) of such Loan Party as of a recent date from such Secretary of State (or other similar official), (c) that attached thereto is a true and complete copy of the by-laws (or partnership agreement, limited liability company agreement or other equivalent constituent and governing documents) of such Loan Party as in effect on the Incremental Effective Date and at all times since a date prior to the date of the resolutions described in clause (d) below, (d) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors (or equivalent governing body) of such Loan Party (or its managing general partner or managing member) authorizing the execution, delivery and performance of this Agreement and the Bank’s decision whether or not to issue other applicable Loan Documents and, in the Letter of Credit, this Agreement shall become effective upon satisfaction case of the following conditions precedent:Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Incremental Effective Date, (ae) The Bank as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party, and (f) as to the absence of any pending proceeding for the dissolution or liquidation of such Loan Party or, to the knowledge of such person, threatening the existence of such Loan Party; (iv) the First Incremental Effective Date shall have occurred; (v) the Administrative Agent and the Arrangers shall have received duly executed originals on or prior to three (3) Business Days prior to the Incremental Effective Date all documentation and other information of this the type required by Section 3.25(a) of the Credit Agreement., to the extent such information has been requested not less than ten (10) Business Days prior to the Incremental Effective Date; (bvi) The Bank the Arrangers shall have received copiesa certificate of a Responsible Officer of the Borrower certifying that after giving effect to the incurrence of the Incremental Revolving Facility Commitments on a Pro Forma Basis, certified the Incremental Amount shall not be exceeded; and (vii) all fees required to be paid on the Incremental Effective Date pursuant to the Commitment Letter and the Fee Letter and all reasonable and documented out-of-pocket expenses required to be paid on the Incremental Effective Date pursuant to such Commitment Letter (with respect to such expenses to the extent invoiced at least three business days prior to the Incremental Effective Date) shall, upon the extension of the Incremental Revolving Facility Commitments on the Incremental Effective Date, have been paid; in addition, to the extent invoiced at least three Business Days prior to the Incremental Effective Date, all reasonable and documented out-of-pocket expenses incurred by the Secretary Administrative Agent or Assistant Secretary the Collateral Agent in connection with the preparation of each Applicant (as defined below) of such party’s certificate of incorporationthis Agreement and the other Loan Documents, bylaws and resolutions or actions of such party’s Board of Directors and any other body, if necessary, authorizing by the execution Administrative Agent or the Collateral Agent in connection with the administration of this Agreement, each Application including the reasonable fees, charges and each Letter disbursements of Credit to which such Applicant is party. (c) The Bank shall have received an incumbency certificate▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, executed by counsel for the Secretary or Assistant Secretary of each ApplicantAdministrative Agent and the Collateral Agent, which shall identify by name and title and bear the signatures of all authorized officers of such party authorized to sign this Agreement, each Application and each Letter of Credit to which such Applicant is partyshall, upon which certificates the Bank shall be entitled to rely. (d) Arkansas Best Corporation (“ABC”) shall execute and deliver to the Bank an Account Control Agreement among ABC, the Bank and Union Bank, N.A., dated as of even date herewith (the “Account Control Agreement”), granting to the Bank a first priority lien and security interest in certain “Collateral” (as defined in the Account Control Agreement), which Collateral shall be in an amount of not less than $the amount of letters of credit outstanding. The Collateral under the Account Control Agreement shall be held by the Bank as support for the Applicants’ obligations under this Agreement, and shall be in form and substance satisfactory to the Bank. Notwithstanding anything to the contrary herein contained, the parties agree that ABC shall be entitled to withdraw from the account any funds in excess extension of the amount of Incremental Revolving Facility Commitments on the letters of credit outstanding from time to timeIncremental Effective Date, have been paid.

Conditions to Effectiveness. Without limiting or otherwise impairing the discretionary nature of this Agreement and the Bank’s decision whether or not to issue the Letter of Credit, this Agreement This Amendment shall become effective (the “Amendment Effective Date”) upon satisfaction in full of the following conditions precedent: (a) The Bank Immediately after giving effect to this Amendment, (i) the representations and warranties contained in this Amendment, the Credit Agreement and the other Credit Documents shall be correct on and as of the date of this Amendment as though made on and as of such date (except where such representations and warranties relate to an earlier date in which case such representations and warranties shall be true and correct as of such earlier date) and (ii) no Default or Event of Default shall have received duly executed originals of occurred and be continuing (or would result from this AgreementAmendment becoming effective in accordance with its terms). (b) The Bank Administrative Agent shall have received copies, certified by counterparts of this Amendment that bear the Secretary or Assistant Secretary signatures of each Applicant (as defined below) of such party’s certificate of incorporationthe Credit Parties, bylaws the Agents and resolutions or actions of such party’s Board of Directors and any other body, if necessary, authorizing the execution of this Agreement, each Application and each Letter of Credit to which such Applicant is partyLenders. (c) The Bank Administrative Agent shall have received an incumbency certificate, counterparts of the Joinder to the Credit Agreement executed by ▇▇▇▇▇▇▇▇▇ Services, ▇▇▇▇▇▇▇▇▇ Company and the Secretary or Assistant Secretary of each ApplicantAdministrative Agent, which shall identify by name and title and bear the signatures of along with all authorized officers of schedules to such party authorized to sign this Agreement, each Application and each Letter of Credit to which such Applicant is party, upon which certificates the Bank shall be entitled to relyjoinder. (d) Arkansas Best Corporation The Administrative Agent shall have received counterparts of the Supplement to U.S. Security Agreement, along with all exhibits to such supplement. (“ABC”e) The Collateral Agent shall execute have received evidence satisfactory to Collateral Agent that (for the benefit of itself and deliver to the Bank an Account Control Agreement among ABC, the Bank Lenders) Collateral Agent has a valid and Union Bank, N.A., dated as of even date herewith (the “Account Control Agreement”), granting to the Bank a perfected first priority lien and security interest in certain “the Collateral” (, including, without limitation, such documents duly executed by ▇▇▇▇▇▇▇▇▇ Services as defined Collateral Agent may request in order to perfect its security interest in the Account Control AgreementCollateral. (f) The Collateral Agent shall have received counterparts of the Supplement to the U.S. Pledge Agreement executed by ▇▇▇▇▇▇▇▇▇ Company, along with the original stock certificate of ▇▇▇▇▇▇▇▇▇ Services representing 100% of the outstanding Equity Interests of ▇▇▇▇▇▇▇▇▇ Services with an accompanying stock power executed in blank. (g) The Administrative Agent shall have received counterparts of the Loan Certificate of ▇▇▇▇▇▇▇▇▇ Services, along with all exhibits to such certificate. (h) The Administrative Agent shall have received a copy of an amendment (or similar agreement), which Collateral shall be in an amount of not less than $the amount of letters of credit outstanding. The Collateral under the Account Control Agreement shall be held by the Bank as support for the Applicants’ obligations under this Agreement, and shall be in form and substance reasonably satisfactory to the Bank. Notwithstanding anything to Agents, duly executed by the contrary herein containedCredit Parties, the parties agree that ABC shall be entitled to withdraw from Working Capital Agent, and the account any funds in excess Working Capital Lenders amending the corresponding provisions of the amount of the letters of credit outstanding from time to timeWorking Capital Agreement.

Conditions to Effectiveness. Without limiting or otherwise impairing the discretionary nature of this Agreement and the Bank’s decision whether or This Amendment shall not to issue the Letter of Credit, this Agreement shall become be effective upon satisfaction of until the following conditions precedentprecedent have been satisfied: (a) The Bank the Administrative Agent shall have received duly executed originals counterparts of this Agreement.Amendment executed by the Borrower, the Administrative Agent and the Required Lenders; (b) The Bank the Administrative Agent shall have received copies, certified payment or evidence of payment of (i) all fees due and payable to Banc of America Securities LLC under the Engagement Letter and (ii) all reasonable fees and expenses required to be reimbursed or paid by the Secretary or Assistant Secretary Loan Parties under the Loan Documents, including, without limitation, the reasonable fees and expenses of each Applicant (as defined below) of such party’s certificate of incorporation▇▇▇▇▇▇▇▇ PC, bylaws and resolutions or actions of such party’s Board of Directors counsel to the Administrative Agent and any other bodyfinancial advisors to the Administrative Agent, if necessary, authorizing in each case under this clause (b) to the execution of this Agreement, each Application and each Letter of Credit extent invoiced to which such Applicant is party.the Borrower at least one Business Day prior to the First Amendment Closing Date; (c) The Bank the Administrative Agent shall have received an resolutions of the board of directors or other appropriate body of the Borrower and each Guarantor certified by a Responsible Officer which authorize the execution, delivery and performance by such Person of this Amendment and such other Loan Documents to be executed in connection herewith to which it is or is to be a party; (d) the Administrative Agent shall have received a certificate of incumbency certificate, executed certified by a Responsible Officer of the Secretary or Assistant Secretary Borrower and each Guarantor certifying as to the name of each Applicant, which shall identify by name and title and bear the signatures of all authorized officers officer or other representative of such party Person (i) who is authorized to sign this Agreement, each Application and each Letter of Credit Amendment or any Loan Documents to be executed in connection herewith to which such Applicant Person is partyor is to be a party (including any certificates contemplated herein), upon which certificates and (ii) who will, until replaced by other officers or representatives duly authorized for that purpose, act as its representative for the Bank shall be entitled to rely.purposes of signing documents and giving notices and other communications in connection with the Loan Documents and the transactions contemplated thereby; (de) Arkansas Best Corporation (“ABC”) the Administrative Agent shall execute and deliver have received certified copies of any amendments of or other changes to the Bank an Account Control Agreement among ABCbylaws or other analogous constitutional document of the Borrower and each Guarantor since May 31, 2007, certified by a Responsible Officer of such Person; (f) the Bank Administrative Agent shall have received certificates of appropriate officials as to the existence and Union Bankgood standing, N.A.status or compliance, as applicable, of the Borrower and each Guarantor in its jurisdiction of incorporation or organization, each such certificate to be dated as of even date herewith a current date; (g) the “Account Control Agreement”), granting Administrative Agent shall have received a fully executed copy of a First Amendment to the Bank a first priority lien and security interest in certain “Collateral” (as defined in the Account Control Agreement), which Collateral shall be in an amount of not less than $the amount of letters of credit outstanding. The Collateral under the Account Control Intercreditor Agreement shall be held by the Bank as support for the Applicants’ obligations under this Agreement, and shall be in form and substance satisfactory to the Bank. Notwithstanding anything Administrative Agent; and (h) the Administrative Agent shall have received a legal opinion from ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ in form and substance reasonably satisfactory to the contrary herein containedAdministrative Agent. Upon the satisfaction of the conditions set forth in this Section 7, the parties agree that ABC this Amendment shall be entitled to withdraw from the account any funds in excess effective as of the amount of the letters of credit outstanding from time to timedate hereof.