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Exhibit 4.5
SIXTH AMENDMENT TO FOURTH AMENDED AND RESTATED
REVOLVING CREDIT AGREEMENT
THIS SIXTH AMENDMENT TO FOURTH AMENDED AND RESTATED REVOLVING CREDIT
AGREEMENT (this "Agreement") is made and entered into as of the 30th day of
December, 1997, by and between USA TRUCK, INC., a Delaware corporation (the
"Borrower"), and 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, and December 30, 1996 (as
further amended, modified and supplemented from time to time, the "Credit
Agreement"), between Borrower and Lender, Borrower and Lender entered into
certain agreements regarding certain indebtedness and obligations of Borrower to
Lender;
WHEREAS, Borrower has requested, and Lender has agreed to make, certain
amendments to the Credit Agreement in accordance with the terms hereof, and
WHEREAS, Borrower and Lender desire to amend the Credit Agreement in
accordance with the terms hereof;
NOW, THEREFORE, in consideration of the premises, the mutual covenants
herein contained, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Borrower and Lender hereby agree
as follows:
1. Defined Terms. All capitalized terms used and not otherwise defined
(including, without limitation, in the language amendatory to the Credit
Agreement contained herein) shall have the respective meanings given such terms
in the Credit Agreement.
2. Amendments to Section 1 of the Credit Agreement.
A. The second paragraph of subsection 1(i) of the Credit
Agreement is hereby amended, in its entirety, to read
as follows:
"The Revolving Note shall (a) be dated the
date of the Sixth Amendment to this Credit Agreement,
(b) be payable to the order of Lender, (c) be in the
stated principal amount equal to the Revolving Loan
Commitment, (d) be payable on the Revolving Loan
Commitment Termination Date, (e) bear interest with
respect to the principal amount from time to time
outstanding at the rate per annum specified in
subsection 1(iii) hereof, and (f) be substantially in
the form of Exhibit "A" hereto, with blanks completed
in conformity herewith."
B. Subsection 1(ix) of the Credit Agreement is hereby
amended, in its entirety, to read as follows:
(ix) Revolving Loan Commitment Termination
Date. As used in the Agreement, the term "Revolving
Loan Commitment Termination Date" shall mean the
earlier of April 30, 2000 or such date as the
Revolving Loan Commitment is terminated pursuant to
subsection 1(v) hereof."
C. Subsection 1(ix) of the Credit Agreement is hereby
amended to add the following sentence at the end
thereof:
"In order to more fully secure all of the Borrower's
obligations under this Credit Agreement, the
Revolving Note, and if applicable, the Term Note,
Borrower shall
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execute and deliver to Lender that certain Sixth
Amendment to Security Agreement in the form attached
hereto as Exhibit "C" (the "Security Agreement Sixth
Amendment")."
3. Amendments to Section 9 of the Credit Agreement.
A. The defined term "Eurodollar Rate" is hereby amended,
in its entirety, to read as follows:
"`Eurodollar Rate' shall mean an interest
rate equal to the sum of (i) 1.0%, plus (ii) a rate
per annum determined pursuant to the following:
London Interbank Rate
100% Minus Eurodollar Reserve Percentage"
B. The defined term "Fixed Rate" is hereby amended, in
its entirety, to read as follows:
"`Fixed Rate' shall mean the interest rate
equal to the sum of (i) 1.70 plus (ii) the average
weekly yield per annum on United State Treasury
securities adjusted to having a constant maturity
equal to the applicable Interest Period (e.g., one
year or two years) for such Fixed Rate Loan reported
weekly and constructed by the United States Treasury
Department, based on actually traded marketable
United States Treasury securities, as published by
the Board of Governors of the Federal Reserve System
in Federal Reserve Statistical Release (H.15), or
otherwise by the Federal Reserve. The most recently
published Fixed Rate as of the date of each Fixed
Rate Loan shall be the applicable Fixed Rate under
the Revolving Note or the Term Note, as applicable,
for such Fixed Note Loan. If the foregoing technique
for determining the average weekly yield and the
resulting Fixed Rate is no longer available as of the
dated of a Fixed Rate Loan for computation thereof,
of the applicable Fixed Rate otherwise becomes
unascertainable, Lender in its sole discretion shall
designate as a substitute a comparable reference
rate."
C. The defined term "Loan Documents" is hereby amended
to add at the end thereof the following document in
the definition thereof:
". . . the Security Agreement Sixth
Amendment."
D. The defined term "Revolving Loan Commitment" is
hereby amended, in its entirety, to read as follows:
"`Revolving Loan Commitment' means
$28,500,000 at all times during the term of this
Agreement."
E. The defined term "Revolving Loan Commitment
Termination Date" is hereby amended, by substituting
the date "April 30, 2000" in the place and stead of
the date "April 30, 1999".
4. Representations and Warranties. In order to induce Guaranty to enter
into this Second Amendment, the Borrower represents and warrants to Guaranty as
follows:
A. All the representations and warranties contained in Section 6
of the Credit Agreement, expect to the extent they
specifically relate to an earlier date, are true and correct
on and as of the date of this Agreement and on the date of
execution of this Agreement, as fully as if made on each of
such dates; and immediately on and after the execution of this
Agreement, the Borrower shall be in compliance with all the
terms and provisions set forth in the Credit Agreement, as
amended by this Agreement, on its part to be observed or
performed and no Event of Default specified in Section 5 of
the Credit Agreement, as amended hereby, or any event that
upon notice or lapse of time or both would constitute such an
Event of Default, has occurred and is continuing.
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B. The execution, delivery and performance of this Agreement, The
Revolving Note and the Security Agreement Sixth Amendment (i)
have been duly authorized by all requisite corporate action,
and (ii) will not violate any provision of law, any order of
any court or other agency of government, the articles of
incorporation or bylaws of the Borrower, or any indenture,
agreement or other instrument to which the Borrower is a party
or by which the borrower or any of its properties or assets
are bound, or be in conflict with, or result in a breech of or
constitute (with due notice or lapse of time or both) a
default under, any such indenture, agreement or other
instrument, or result in the creation or imposition of any
lien, charge or encumbrance of any nature whatsoever upon any
of the properties or assets of the Borrower. Borrower shall
deliver to Lender concurrently with the execution of this
Agreement a Corporate Certificate substantially in the form of
Exhibit "G" attached hereto.
C. Except as is expressly modified and amended hereby, the Credit
Agreement shall remain in full force and effect in accordance
with its terms.
IN WITNESS WHEREOF, the Borrower and Guaranty have caused this
Agreement to be duly executed and delivered by their
authorized representatives, as of the day and year first above
written, but in each case actually on the date appearing
beneath the signature of each party hereto.
USA TRUCK, INC.
By: /s/ XXXXX X. XXXXX
Title: CFO & Sec.
Execution Date: 12/22/97
DEPOSIT GUARANTY NATIONAL BANK
By: /s/ XXXXXX X. XXXXX
Title: Senior Vice President
Execution Date: 12/24/97
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