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Exhibit 4.5
FIFTH AMENDMENT TO FOURTH AMENDED AND RESTATED
REVOLVING CREDIT AGREEMENT
THIS FIFTH AMENDMENT TO FOURTH AMENDED AND RESTATED REVOLVING CREDIT
AGREEMENT (this "Agreement") is made and entered into as of the 30th day of
December, 1996, 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 (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 Fifth 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, 1999 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 execute and deliver to Lender that
certain Fifth Amendment to Security Agreement in the
form attached hereto as Exhibit "C" (the "Security
Agreement Fifth Amendment")."
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3. Amendments to Section 9 of the Credit Agreement.
A. The defined term "Loan Documents" is hereby
amended to add at the end thereof the following
document in the definition thereof:
". . . the Security Agreement Fifth Amendment."
B. The defined term "Revolving Loan Commitment" is
hereby amended, in its entirety, to read as
follows:
"`Revolving Loan Commitment' means $15,000,000 at
all times during the term of this Agreement."
C. The defined term "Revolving Loan Commitment
Termination Date" is hereby amended, by substituting
the date "April 30, 1999" in the place and stead of
the date "April 30, 1998".
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.
B. The execution, delivery and performance of this Agreement,
The Revolving Note and the Security Agreement Fifth
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/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: CFO
Execution Date: 12/30/96
DEPOSIT GUARANTY NATIONAL BANK
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Senior Vice President
Execution Date: 12/30/96