FIRST AMENDMENT TO
CREDIT AGREEMENT
This FIRST AMENDMENT TO CREDIT AGREEMENT (this "Agreement") is entered
into as of March 1, 1998, by and between Smithway Motor Xpress, Inc.
("Borrower"), Smithway Motor Xpress Corp. as Guarantor (the "Guarantor") and
LaSalle National Bank, as Lender (the "Lender").
W I T N E S S E T H:
WHEREAS, the Borrower and the Guarantor entered into a Credit Agreement
dated as of September 3, 1997 and Borrower has requested a Ten Million Dollar
($10,000,000) increase in the Revolving Commitment, part of which will be used
to purchase the assets of East West Motor Express ("East West") and the Lender
has agreed to increase the amount of the Revolving Commitment subject to the
terms and conditions set forth in this Agreement;
NOW, THEREFORE, in consideration of the mutual agreements, provisions and
covenants contained herein, the parties agree as follows:
1. Unless otherwise stated herein, all of the capitalized terms contained
in this document shall have the same meanings as contained in the Agreement.
2. The number "$15,000,000" appearing in Section 1.1(a) hereof is hereby
deleted and in lieu thereof is inserted the number "$25,000,000".
3. Section 1.2 is hereby deleted and in lieu thereof is inserted the
following:
1.2 Note. The Revolving Loans made by the Lender shall be evidenced
by a single Revolving Note payable to the order of the Lender in an
amount equal to $25,000,000.00 executed by the Borrower, in
substantially the form of Exhibit A.
4. Section 6.6 of the Agreement is hereby deleted and in lieu thereof is
inserted the following:
6.6 Consolidated Tangible Net Worth. The Borrower shall not permit
its consolidated Tangible Net Worth for any fiscal quarter to be
less than $20,000,000, plus 50% of the Consolidated Net Income for
each fiscal year hereafter .
5. Section 6.7 of the Agreement is hereby deleted and in lieu thereof is
inserted the following:
6.7 Leverage Ratio. The Borrower shall not permit its Leverage
Ratio, as determined as of each fiscal quarter for the twelve month
period ending on such date, to be greater than 2.75:1.
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6. Section 6.9 of the Agreement is hereby deleted and in lieu thereof is
inserted the following:
6.9 Total Indebtedness. The Borrower shall not incur Indebtedness,
at any time prior to the first anniversary of this Agreement, in
excess of $50,000,000, at any time after the first anniversary but
prior to the second anniversary of this Agreement, in excess of
$55,000,000, and thereafter, in excess of $65,000,000.
7. The term "Aggregate Commitment" is deleted and in lieu thereof is
inserted the following:
"Aggregate Commitment" means the combined Commitments of the Lender,
which shall initially be in the amount of $25,000,000.00, as such
amount may be reduced from time to time pursuant to this Agreement.
8. The term "Revolving Commitment" is deleted from the Agreement and in
lieu thereof is inserted the following:
"Revolving Commitment" means the combined Revolving Commitment of
the Lender, which shall be equal to $25,000,000.00.
9. Notwithstanding anything to the contrary contained in the Agreement,
Lender hereby consents to the purchase by Borrower of the assets of East West.
10. Borrower expressly acknowledges and agrees that all collateral,
security interests, liens, pledges, and mortgages heretofore, under this
Amendment, or hereafter granted to Lender, including, without limitation, such
collateral, security interests, liens, pledges and mortgages granted under the
Agreement, and all other supplements to the Agreement, extend to and cover all
of the obligations of Borrower to Lender, now existing or hereafter arising
including, without limitation, those arising in connection with the Agreement,
as amended by this Amendment, upon the terms set forth in such agreements, all
of which security interests, liens, pledges, and mortgages are hereby ratified,
reaffirmed, confirmed and approved.
11. Borrower represents and warrants to Lender that (i) it has all
necessary power and authority to execute and deliver this Amendment and perform
its obligations hereunder, (ii) this Amendment and the Agreement, as amended
hereby, constitute the legal, valid and binding obligations of Borrower and are
enforceable against Borrower in accordance with their terms, and (iii) all
representations and warranties of Borrower contained in the Agreement, as
amended, and all other agreements, instruments and other writings relating
thereto, are true, correct and complete as of the date hereof.
12. The parties hereto acknowledge and agree that the terms and provisions
of this Amendment amend, add to and constitute a part of the Agreement. Except
as expressly modified
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and amended by the terms of this Amendment, all of the other terms and
conditions of the Credit Agreement and all documents executed in connection
therewith or referred to or incorporated therein remain in full force and effect
and are hereby ratified, reaffirmed, confirmed and approved.
13. If there is an express conflict between the terms of this Amendment
and the terms of the Agreement, or any of the other agreements or documents
executed in connection therewith or referred to or incorporated therein, the
terms of this Amendment shall govern and control.
14. This Amendment may be executed in one or more counterparts, each of
which shall be deemed to be an original.
15. This Amendment was executed an delivered in Chicago, Illinois and
shall be governed by and construed in accordance with the internal laws (as
opposed to conflicts of law provisions) of the State of Illinois.
IN WITNESS WHEREOF, this Agreement has been duly executed as of the day
and year specified at the beginning hereof.
SMITHWAY MOTOR XPRESS, INC., as Borrower
By: /s/ G. ▇▇▇▇▇ ▇▇▇▇▇
Title: Executive Vice President
Address Notice:
▇.▇. ▇▇▇ ▇▇▇
▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
Attn:
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Tel: (▇▇▇) ▇▇▇-▇▇▇▇
LASALLE NATIONAL BANK, as Lender
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Senior Vice President
Address notices and Lending Office::
▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Tel: (▇▇▇) ▇▇▇-▇▇▇▇
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CONSENT AND RATIFICATION
The undersigned, pursuant to that certain Guaranty dated as of
September 3, 1997, is a guarantor of all of the obligations of the Borrower to
the Lender under the terms of the Credit Agreement dated as of September 3,
1997, and hereby consents to the First Amendment to Credit Agreement. Guarantor
hereby reaffirms and ratifies his guaranty as if the same were fully set forth
herein.
SMITHWAY MOTOR XPRESS CORP, as Borrower
By: /s/ G. ▇▇▇▇▇ ▇▇▇▇▇
Title: Executive Vice President
Address Notice:
▇.▇. ▇▇▇ ▇▇▇
▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
Attn:
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Tel: (▇▇▇) ▇▇▇-▇▇▇▇
T:\40934\09397\1st Amendment.wpd 02/18/98
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EXHIBIT A
AMENDED AND RESTATED NOTE
$25,000,000 as of March 1, 1997
Smithway Motor Xpress, Inc. an Iowa corporation (the "Borrower"),
promises to pay to the order of LaSalle National Bank (the "Lender") the lesser
of the principal sum of Twenty Five Million Dollars ($25,000,000) or the
aggregate unpaid principal amount of all Loans made by the Lender to the
Borrower pursuant to Article II of the Credit Agreement (as the same may be
amended or modified, the "Agreement") hereinafter referred to, in immediately
available funds at the main office of LaSalle National Bank in Chicago,
Illinois, together with interest on the unpaid principal amount hereof at the
rates and on the dates set forth in the Agreement. The Borrower shall pay the
principal of and accrued and unpaid interest on the Loans in full on the
Revolving Termination Date.
The Lender shall record in accordance with its usual practice, the
date, amount and interest rate of each Loan and the date and amount of each
principal and interest payment hereunder.
This Note is issued pursuant to, and is entitled to the benefits of,
the Credit Agreement, dated as of September 3, 1997, and as amended by the First
Amendment to Credit Agreement, dated as of March 1, 1998, between the Borrower
and Lender, to which Agreement, as it may be amended from time to time,
reference is hereby made for a statement of the terms and conditions governing
this Note, including the terms and conditions under which this Note may be
prepaid or its maturity date accelerated. Capitalized terms used herein and not
otherwise defined herein are used with the meanings attributed to them in the
Agreement.
SMITHWAY MOTOR XPRESS, INC.
By: /s/ G. ▇▇▇▇▇ ▇▇▇▇▇
Print Name: G. ▇▇▇▇▇ ▇▇▇▇▇
Title: Exec. Vice President &
Chief Financial Officer