Exhibit 10(u) Exhibit 10(u) AMERICAN FREIGHTWAYS CORPORATION AMERICAN FREIGHTWAYS, INC. 2200 Forward Drive Harrison, Arkansas 72601 LETTER AMENDMENT NO. 5 TO MASTER SHELF AGREEMENT October 16, 1998 The Prudential Insurance Company of America c/o...
Exhibit 10(u)Exhibit 10(u)
AMERICAN FREIGHTWAYS CORPORATION AMERICAN FREIGHTWAYS, INC. 0000 Xxxxxxx Xxxxx Xxxxxxxx, Xxxxxxxx 00000
LETTER AMENDMENT NO. 5 TO MASTER SHELF AGREEMENT
October 16, 1998 The Prudential Insurance Company of America c/o Prudential Capital Group 0000 Xxxx Xxxxxx, Xxxxx 0000X Xxxxxx, Xxxxx 00000 Ladies and Gentlemen: We refer to the Master Shelf Agreement dated as of September 3, 1993, as amended on October 19, 1994, December 14, 1994, March 29, 1996 and on April 18, 1997 (the "Agreement"), among American Freightways Corporation and American Freightways, Inc. (collectively, the "Companies"), and you. Unless otherwise defined herein, the terms defined in the Agreement shall be used herein as therein defined. The Companies have requested that you agree to amend the Agreement to increase the Net Earnings Available For Restricted Payments for the fiscal year ending December 31, 1998. You have indicated your willingness to so agree. Accordingly, the Agreement is, effective the date first above written, hereby amended as follows: (a) Xxxxxxxxx 00X. The definition of "Net Earnings Available For Restricted Payments" set forth in Paragraph 10B is amended in full to read as follows: "Net Earnings Available For Restricted Payments" shall mean with respect to the Companies and their Subsidiaries on a consolidated basis (a) for the fiscal year ending December 31, 1998, an amount equal to the lesser of (i) 125% of Net Earnings and (ii) $25,000,000 and (b) for each other fiscal year, an amount equal to 75% of Net Earnings. If the preceding calculation results in a number less than zero, such amount shall be considered to be zero. On and after the effective date of this letter amendment, each reference in the Agreement to "this Agreement", "hereunder", "hereof", or words of like import referring to the Agreement, and each reference in the Notes to "the Agreement", "thereunder", "thereof", or words of like import referring to the Agreement, shall mean the Agreement as amended by this letter amendment. The Agreement, as amended by this letter amendment, is and shall continue to be in full force and effect and is hereby in all respects ratified and confirmed. The execution, delivery and effectiveness of this letter amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy under the Agreement nor constitute a waiver of any provision of the Agreement. This letter amendment may be executed in any number of counterparts and by any combination of the parties hereto in separate counterparts, each of which counterparts shall be an original and all of which taken together shall constitute one and the same letter amendment. If you agree to the terms and provisions hereof, please evidence your agreement by executing and returning at least two counterparts of this letter amendment to American Freightways Corporation, 0000 Xxxxxxx Xxxxx, Xxxxxxxx, Xxxxxxxx 00000, Attention: Xxxxx Xxxxxx and American Freightways, Inc., 0000 Xxxxxxx Xxxxx, Xxxxxxxx, Xxxxxxxx 00000, Attention: Xxxxx Xxxxxx. This letter amendment shall become effective as of the date first above written when and if counterparts of this letter amendment shall have been executed by us and you and you shall have entered into an amendment to effect substantially the same change set forth in (a) above with respect to the Amended and Restated Credit Agreement dated October 20, 1994, as amended, between the Companies and NationsBank N.A., as agent. Very truly yours, AMERICAN FREIGHTWAYS CORPORATION By:/s/Xxxxx Xxxxxx Title: CFO AMERICAN FREIGHTWAYS, INC. By:/s/Xxxxx Xxxxxx Title: CFO Agreed as of the date first above written: THE PRUDENTIAL INSURANCE COMPANY OF AMERICA By:/s/Xxxxxxx X. Xxx Vice President
