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Exhibit 4.11
NINTH AMENDMENT TO FOURTH AMENDED AND RESTATED
REVOLVING CREDIT AGREEMENT
THIS NINTH AMENDMENT TO FOURTH AMENDED AND RESTATED REVOLVING CREDIT
AGREEMENT (this "Agreement") is made and entered into as of the 15th day of
December 1999, by and between USA TRUCK, INC., a Delaware corporation (the
"Borrower"), and FIRST AMERICAN NATIONAL BANK, operating as DEPOSIT GUARANTY
NATIONAL BANK, a national banking association (the "Lender").
WHEREAS, pursuant to that certain Fourth Amended and Restated Revolving
Credit Agreement, dated December 30, 1992, as amended July 21, 1993, December
12, 1993, December 22, 1994, and December 28, 1995, December 30, 1996, December
30, 1997, October 30, 1998 and October 28, 1999 (as further amended, modified
and supplemented from time to time, the "Credit Agreement"), between Borrower
and Lender, Borrower and Lender entered into certain agreements regarding
certain indebtedness and obligations of Borrower to Lender;
WHEREAS, Borrower has requested, and Lender has agreed to increase the
Revolving Loan Commitment from $35,000,000 to $40,000,000 in accordance with the
terms hereof, and
WHEREAS, Borrower and Lender desire to amend the Credit Agreement in
accordance with the terms hereof;
NOW, THEREFORE, in consideration of the premises, the mutual covenants
herein contained, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Borrower and Lender hereby agree
as follows:
1. Defined Terms. All capitalized terms used and not otherwise defined
herein (including, without limitation, in the language amendatory to the Credit
Agreement contained herein) shall have the respective meanings given such terms
in the Credit Agreement.
2. Amendment to Section 1 of the Credit Agreement. The second paragraph of
subsection 1(i) of the Credit Agreement is hereby amended, in its entirety, to
read as follows:
"The Revolving Note shall (a) be dated the date of the Ninth
Amendment to this Credit Agreement, (b) be payable to the order of
Lender, (c) be in the stated principal amount equal to the Revolving
Loan Commitment, (d) be payable on the Revolving Loan Commitment
Termination Date, (e) bear interest with respect to the principal amount
from time to time outstanding at the rate per annum specified in
subsection 1(iii) hereof, and (f) be substantially in the form of
Exhibit A hereto, with blanks completed in conformity herewith."
3. Amendment to Section 9 of the Credit Agreement. Section 4C of the Credit
Agreement is hereby amended, in its entirety, to read as follows:
Tangible Net Worth. Permit Tangible Net. Worth of Borrower and its
Subsidiaries (i) to be less than $45,000,000, and (ii) at the end of
each fiscal quarter thereafter, be less than the sum of (y) 50% of net
profits after taxes for such fiscal quarter determined in accordance
with GAAP, plus (z) the minimum amount of Tangible Net Worth for the
immediately preceding fiscal quarter as determined pursuant to this
Section 4C. For purposes of calculation hereof, the Tangible Net Worth
requirement set forth in this Section 4C shall not be reduced because
of the failure of Borrower to have net profits for any fiscal quarter.
4. Amendment to Section 9 of the Credit Agreement. The defined term
"Revolving Loan Commitment" is hereby amended, in its entirety, to read as
follows:
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"'Revolving Loan Commitment' means $40,000,000 at all times during the
term of this Agreement."
5. Representations and Warranties. In order to induce Lender to enter into
this Ninth Amendment, the Borrower represents and warrants to Lender as follows:
A. All the representations and warranties contained in Section 6 of the
Credit Agreement, except to the extent they specifically relate to an
earlier date, are true and correct on and as of the date of this
Agreement and on the date of execution of this Agreement, as fully as
if made on each of such dates; and immediately on and after the
execution of this Agreement, the Borrower shall be in compliance with
all the terms and provisions set forth in the Credit Agreement, as
amended by this Agreement, on its part to be observed or performed and
no Event of Default specified in Section 5 of the Credit Agreement, as
amended hereby, or any event that upon notice or lapse of time or both
would constitute such an Event of Default, has occurred and is
continuing.
B. The execution, delivery and performance of this Agreement and the
Revolving Note (i) have been duly authorized by all requisite
corporate action, and (ii) will not violate any provision of law, any
order of any court or other agency of government, the articles of
incorporation or bylaws of the Borrower, or any indenture, agreement
or other instrument to which the Borrower is a party or by which the
Borrower or any of its properties or assets are bound, or be in
conflict with, or result in a breach of or constitute (with due notice
or lapse of time or both) a default under, any such indenture,
agreement or other instrument, or result in the creation or imposition
of any lien, charge or encumbrance of any nature whatsoever upon any
of the properties or assets of the Borrower. Borrower shall deliver to
Lender concurrently with the execution of this Agreement a Corporate
Certificate substantially in the form of Exhibit "G" attached hereto.
C. Except as is expressly modified and amended hereby, the Credit
Agreement shall remain in full force and effect in accordance with its
terms.
IN WITNESS WHEREOF, the Borrower and Lender have caused this Agreement to
be duly executed and delivered by their authorized representatives, as of the
day and year first above written, but in each case actually on the date
appearing beneath the signature of each party hereto.
USA TRUCK, INC.
By: /s/ Xxxxx X. Xxxxx
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Title: CFO and Secretary
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Execution Date: 12-15-99
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FIRST AMERICAN NATIONAL BANK,
operating as
DEPOSIT GUARANTY NATIONAL BANK
By: /s/ Xxx Xxxxxxx
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Title: SVP
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Execution Date: 12-16-99
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