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| ABFS > SEC Filings for ABFS > Form 8-K on 20-Jun-2012 | All Recent SEC Filings |
20-Jun-2012
Entry into a Material Definitive Agreement, Creation of a Direct Financia
On June 15, 2012, ABF Freight System, Inc. (ABF), the largest subsidiary of Arkansas Best Corporation (Nasdaq: ABFS) entered into a Receivables Loan Agreement ("the Agreement") among ABF Freight Funding LLC, as Borrower, ABF Freight System, Inc., as initial Servicer and PNC Bank, National Association, as the Lender, the LC Issuer, and as Agent for the Lender. A copy of the agreement is attached as an exhibit to this Current Report on Form 8-K.
The Receivables Loan Agreement, which matures on June 15, 2015, provides for a $75.0 million accounts receivable securitization facility subject to the level of qualifying accounts receivables. Any future borrowings under the facility would be secured by a lien on and security interest in the related accounts receivable, as well as the associated collection bank accounts. Advances have no scheduled maturity date, and are payable upon termination of the Agreement. Advances bear interest based upon LIBOR, plus a margin as specified in the fee letter. ABF Freight Funding LLC, a subsidiary of Arkansas Best Corporation, also pays fees to the agent, for the account of the Lender, based on the amount of the accounts receivable facility.
Upon the occurrence, and during the continuance, of an Amortization Event (as defined in the Agreement), including but not limited to nonpayment of fees when due, failure to perform or observe certain terms, covenants or agreements under the Agreement, in the event of insolvency and certain defaults of other indebtedness, the administrative agent may terminate the obligation of the lenders under the Agreement to make advances and declare any outstanding obligations under the Agreement immediately due and payable.
The Receivables Loan Agreement contains representations and warranties, affirmative and negative covenants and events of default that are customary for financings of this type. As of the date hereof, there have been no borrowings under this facility. The Agreement includes a provision under which the Borrower may request and the LC Issuer may issue standby letters of credit, primarily in support of workers' compensation and third-party casualty claims liabilities in various states in which certain subsidiaries of Arkansas Best Corporation are self-insured. Outstanding standby letters of credit reduce the availability of borrowings under the facility. As of the date hereof, $2.2 million of standby letters of credit have been issued under the facility which reduced the available borrowing capacity to $72.8 million.
Please see the discussion set forth in Item 1.01, "Entry into a Material Definitive Agreement," on this Form 8-K, which discussion is incorporated by reference.
10.1 Receivables Loan Agreement, dated as of June 15, 2012, among ABF Freight Funding LLC, ABF Freight System, Inc., and PNC Bank, National Association
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