Exhibit 10.18(d) (Third Amendment to Amended and Restated Credit Agreement)


    
      

    


    EXHIBIT
      10.18(d)

    


    


    THIRD
      AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

    


    This
      THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”)
      is
      entered into as of May 15, 2006, among CENTRAL FREIGHT LINES, INC., a Texas
      corporation (“Borrower”),
      Required
      Lenders under the Credit Agreement, BANK OF AMERICA, N.A., in its capacity
      as
      Agent for Lenders under the Credit Agreement (the “Agent”),
      and
      the Parent under the Credit Agreement (hereinafter defined).

    


    Reference
      is made to the Amended and Restated Credit Agreement, dated as of March 24,
      2005 (as amended, modified, waived, and supplemented, the “Credit
      Agreement”),
      among
      the Borrower, the Agent, and Lenders party thereto. Unless otherwise defined
      in
      this Amendment, capitalized terms used herein shall have the meanings set forth
      in the Credit Agreement; all Section references herein are to Sections in the
      Credit Agreement; and all Paragraph references herein are to Paragraphs in
      this
      Amendment.

    


    RECITALS

    


    A.    Borrower
      has requested that Required Lenders amend certain provisions of the Credit
      Agreement.

    


    B.    Subject
      to the terms and conditions of this Amendment, Required Lenders are willing
      to
      agree to such amendments and waivers.

    


    Accordingly,
      for adequate and sufficient consideration, the parties hereto agree, as follows:
      

    


    Paragraph
      1.   Amendments.  
      By execution of this Amendment, the Credit Agreement is hereby amended as
      follows:

    


    1.1    Article
      II
      is
      amended by adding to the end thereof the following new Section 2.8 to read
      as
      follows:

    


    “2.8     Additional
      Fee.
      On the
      first day of each month commencing May 1, 2006 and on the Termination Date,
      the
      Borrower agrees to pay to the Agent, for the account of the Lenders, a fee
      equal
      to $1,000 times the number of days in the immediately preceding month on which
      Availability is less than $5,000,000; but in no event shall the amounts payable
      under this Section 2.8, together with other amounts payable hereunder exceed
      the
      Maximum Rate.”

    


    1.2    Section
      3.2 is amended in its entirety to read as follows:

    


    “3.2     Termination
      of Facility.
      The
      Borrower may terminate this Agreement upon at least ten (10) Business Days’
notice to the Agent and the Lenders, upon (a) the payment in full of all
      outstanding Revolving Loans, together with accrued interest thereon, and the
      cancellation and return of all outstanding Letters of Credit, (b) the
      payment in full in cash of all reimbursable expenses and other Obligations,
      and
      (c) with respect to any LIBOR Revolving Loans prepaid, payment of the
      amounts due under Section 4.4, if any. If this Agreement is terminated at
      any time prior to May 15, 2007, whether pursuant to this Section or pursuant
      to
      Section 9.2, the Borrower shall pay to the Agent, for the account of the
      Lenders, an early termination fee equal to 1.0% of the Maximum Revolver
      Amount.

    


    


    


    


    


    


    


    



    
      
         

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    1.3    Section
      7.23
      is
      hereby amended in its entirety to read as follows:

    


    “(a)    Minimum
      EBITDA. 
      At all times from April 1, 2006 to August 26, 2006, as of the last day of each
      fiscal month of the Borrower set forth below, the fiscal year-to-date (fiscal
      year-to-date shall mean the immediately preceding fiscal months in calendar
      year
      2006) Adjusted EBITDA of Parent and its Subsidiaries shall not be less than
      the
      amount set forth opposite each date.

    


    

      
        	
                Fiscal
                  Month Ending

              	
                Minimum
                  Year-to-Date

                Adjusted
                  EBITDA

                 

              
	
                March,
                  2006

                 

              	
                ($5,405,000)

                 

              
	
                April,
                  2006

                 

              	
                ($6,819,000)

                 

              
	
                May,
                  2006

                 

              	
                ($7,481,000)

                 

              
	
                June,
                  2006

                 

              	
                ($7,495,000)

                 

              
	
                July,
                  2006

                 

              	
                ($6,755,000)

                 

              
	
                August,
                  2006

                 

              	
                ($5,603,000)

                 

              


      

    

    


    (b)     Minimum
      Fixed
      Charge Coverage Ratio.
      At all
      times from September 30, 2006, to and including May 26, 2007, as of the last
      day
      of each fiscal month of the Borrower set forth below, the Borrower will maintain
      a Fixed Charge Coverage Ratio for the period commencing July 29, 2006 to the
      date of determination for each period (“Calculation
      Period”)
      of not
      less than the ratio set forth opposite of such period below. 

    


    

      
        	
                Period
                  Ending 

                with
                  the Fiscal 

                Month

                 

              	
                Calculation

                Period

              	
                Minimum
                  Fixed Charge

                Coverage
                  Ratio

                 

              
	
                September,
                  2006

                 

              	
                July,
                  2006 - September, 2006

                 

              	
                0.85:1.00

                 

              
	
                October,
                  2006

                 

              	
                July,
                  2006 - October, 2006

                 

              	
                0.95:1.00

                 

              
	
                November,
                  2006

                 

              	
                July,
                  2006 - November, 2006

                 

              	
                0.95:1.00

                 

              
	
                December,
                  2006

                 

              	
                July,
                  2006 - December, 2006

                 

              	
                0.95:1.00

                 

              
	
                January,
                  2007

                 

              	
                July,
                  2006 - January, 2007

                 

              	
                0.95:1.00

                 

              
	
                February,
                  2007

                 

              	
                July,
                  2006 - February, 2007

                 

              	
                0.95:1.00

                 

              
	
                March,
                  2007

                 

              	
                July,
                  2006 - March, 2007

                 

              	
                0.95:1.00

                 

              
	
                April,
                  2007

                 

              	
                July,
                  2006 - April, 2007

                 

              	
                1:00:1.00

                 

              
	
                May,
                  2007

                 

              	
                July,
                  2006 - May, 2007

                 

              	
                1:00:1.00

                 

              


      

    

    


    


    


    


    


    


    


    


    



    
      
        
           

        

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    (c)    At
      all
      times from June 30, 2007, as of the last day of each fiscal month of Borrower
      set forth below, the Borrower will maintain a Fixed Charge Coverage Ratio for
      each period of twelve consecutive fiscal months ending as of such fiscal month
      of not less than the ratio set forth opposite period below:

     

    
      	
              Twelve
                Months Ending

              with
                the Fiscal Month

               

            	
              Minimum
                Fixed Charge

              Coverage
                Ratio

               

            
	
              June,
                2007

               

            	
              1:00:1.00

               

            
	
              July,
                2007

               

            	
              1:00:1.00

               

            
	
              August,
                2007

               

            	
              1:00:1.00

               

            
	
              September,
                2007

               

            	
              1:00:1.00

               

            
	
              Each
                month thereafter

               

            	
              1.10:1.00

               

            


    

    


    (d)    For
      purposes of this Section
      7.23,
      on any
      date compliance hereunder is required, compliance shall be determined on such
      date with reference to the most recently reported monthly or quarterly financial
      information as the case may be.

    


    1.4    The
      definition of “Borrowing
      Base”
set
      forth in Annex A to the Credit Agreement shall be amended in its entirety to
      read as follows:

    


    ““Borrowing
      Base”
means,
      at any time, an amount equal to (a) the sum of (A) up to eighty-five
      percent (85%) of the Net Amount of Eligible Accounts; plus
      (B) the sum of (i) up to eighty-five percent (85%) of the Net Orderly
      Liquidation Value of Eligible Rolling Stock adjusted for monthly depreciation
      and for any dispositions of Rolling Stock, and (ii) up to eighty-five percent
      (85%) of the cost of Eligible Rolling Stock acquired after the Closing Date
      and
      before the Effective Date (as defined in Second Amendment to the Amended and
      Restated Credit Agreement dated as of November 9, 2005 between Borrower and
      Required Lenders) (excluding sales tax, delivery charges or other soft costs)
      and adjusted for monthly depreciation, but in no event shall the sum of (i)
      and
      (ii) exceed 90% of the net book value of such Eligible Rolling Stock;
minus
      (b) $5,000,000, minus
      (c)
      Reserves from time to time established by the Agent in its reasonable credit
      judgment; provided that the aggregate Revolving Loans advanced against Eligible
      Rolling Stock shall not exceed the Maximum Rolling Stock Loan Amount, and
      provided further that the aggregate Revolving Loans advanced against Eligible
      Unbilled Accounts shall not exceed $5,000,000. For the purposes hereof,
      depreciation shall be calculated based upon the average remaining life of the
      Eligible Rolling Stock as shown on the then most recent appraisal.”

    


    1.5    Exhibit
      B, “Form
      of Borrowing Base Certificate”
shall
      be amended in its entirety to read as Exhibit B attached hereto.

    


    Paragraph
      2.    Conditions.

    


    (a)    Notwithstanding
      any contrary provision, this Amendment is not effective until the date (the
      “Effective
      Date”)
      upon
      which (i) the representations and warranties in this Amendment are true and
      correct; (ii) after giving effect to this Amendment, no Default or Event of
      Default has occurred and is continuing under the Credit Agreement; and
      (iii) the Agent has received counterparts of this Amendment executed by
      Borrower, Parent, and Required Lenders.

    


    (b)    Borrower
      shall have paid to Agent for the benefit of Lenders an amendment fee as set
      forth in the Fee Letter dated the date hereof among Borrower, Parent, Agent,
      and
      Lenders, in immediately available funds.

    


    



    
      
        
           

        

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    (c)    Borrower
      and Parent shall deliver to Agent such other agreements, documents, instruments,
      opinions, certificates, and evidences as the Agent or Required Lenders may
      reasonably request.

    


    Paragraph
      3.    Acknowledgment
      and Ratification. 
      As
      a
      material inducement to the Agent and Lenders to execute and deliver this
      Amendment, Borrower and Parent (a) consent to the agreements in this
      Amendment and (b) agree and acknowledge that the execution, delivery, and
      performance of this Amendment shall in no way release, diminish, impair, reduce,
      or otherwise affect the respective obligations of Borrower or Parent under
      their
      respective Loan Documents, which Loan Documents shall remain in full force
      and
      effect, and all Liens, guaranties, and rights thereunder are hereby ratified
      and
      confirmed and shall secure the Obligations. Notwithstanding anything to the
      contrary set forth in any other Loan Document and in furtherance of the
      acknowledgements and ratifications set forth herein, Borrower agrees that Agent
      may, at Borrower’s expense, at any time and from time to time, take such steps
      as Agent deems advisable or necessary to perfect or maintain perfection of,
      the
      liens in any and all of the Collateral.

    


    Paragraph
      4.    Representations. 
      As
      a
      material inducement to Lenders to execute and deliver this Amendment, Borrower
      and Parent represent and warrant to Lenders (with the knowledge and intent
      that
      Lenders are relying upon the same in entering into this Amendment) that as
      of
      the Effective Date and as of the date of execution of this Amendment,
      (a) all representations and warranties in the Loan Documents are true and
      correct in all material respects as though made on the date hereof, except
      to
      the extent that (i) any of them speaks to a different specific date or
      (ii) the facts on which any of them were based have been changed by
      transactions contemplated or permitted by the Credit Agreement, or (iii) any
      of
      them is waived herein and (b) no Default or Event of Default exists other than
      as waived herein. 

    


    Paragraph
      5.    Expenses. 
      Borrower
      agrees to pay all reasonable costs, fees, and expenses paid or incurred by
      Agent
      in connection with this Amendment, including, without limitation, attorney
      fees
      of Agent in connection with the negotiation, preparation, delivery, and
      execution of this Amendment and any related documents.

    


    Paragraph
      6.    Miscellaneous.

    


    6.1    This
      Amendment is a “Loan Document” referred to in the Credit Agreement, and the
      provisions relating to Loan Documents in Article 13 of the Credit Agreement
      are incorporated in this Amendment by reference. Unless stated otherwise (a)
      the
      singular number includes the plural and vice versa and words of any gender
      include each other gender, in each case, as appropriate, (b) headings and
      captions may not be construed in interpreting provisions, (c) this Amendment
      must be construed, and its performance enforced, under Texas law, (d) if any
      part of this Amendment is for any reason found to be unenforceable, all other
      portions of it nevertheless remain enforceable, and (e) this Amendment may
      be
      executed in any number of counterparts with the same effect as if all
      signatories had signed the same document, and all of those counterparts must
      be
      construed together to constitute the same document.

    


    6.2    The
      Loan
      Documents shall remain unchanged and in full force and effect, except as
      provided in this Amendment, and are hereby ratified and confirmed. On and after
      the Effective Date, all references to the “Credit
      Agreement”
      shall be
      to the Credit Agreement as herein amended. The execution, delivery, and
      effectiveness of this Amendment shall not, except as expressly provided herein,
      operate as a waiver of any rights of Lenders under any Loan Document, nor
      constitute a waiver under any of the Loan Documents.

    


    Paragraph
      7.    ENTIRE
      AGREEMENT. 
      THIS
      AMENDMENT REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES ABOUT THE SUBJECT
      MATTER OF THIS AMENDMENT AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
      CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO
      UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

    


    Paragraph
      8.    Parties. 
      This
      Amendment binds and inures to Borrower, Parent, Agent, Lenders, and their
      respective successors and assigns.

    


     


    
      
        
           

        

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    The
      parties hereto have executed this Amendment in multiple counterparts to be
      effective as of the Effective Date.

     

    


     

    Remainder
      of Page Intentionally Blank.

    Signature
      Pages to Follow.

    


    



    
      
        
           

        

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              BANK
                OF AMERICA, N.A.,

            	 
	
              as
                Agent and a Lender

            	 
	 	 	 
	
              By:

            	   
/s/
              Joy L. Bartholomew	 
	 	
              Joy
                L. Bartholomew

            	 
	 	
              Senior
                Vice President

            	 


    

    


     


    
      
         

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              TEXTRON
                FINANCIAL CORPORATION,

            	 
	
              as
                a Lender

            	 
	 	 	 
	
              By:

            	   
              /s/ Robert J. Dysart, Jr.	 
	
              Name:

            	 Robert
              J. Dysart, Jr.	 
	
              Title:

            	 Senior
              Account Executive	 


    

    



    
      
         

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              BORROWER:

            
	 	 	 
	 	
              CENTRAL
                FREIGHT LINES, INC.,

            
	 	
              a
                Texas corporation, as Borrower

            
	 	 	 
	 	
              By:

            	   
              /s/ Jeff Hale
	 	
              Name:

            	 Jeff
              Hale
	 	
              Title:

            	 CFO


    

    


    



    
      
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              GUARANTOR:

            
	 	 	 
	 	
              CENTRAL
                FREIGHT LINES, INC.,

            
	 	
              a
                Nevada corporation, as Parent

            
	 	 	 
	 	
              By:

            	    
              /s/ Jeff Hale
	 	
              Name:

            	 Jeff
              Hale
	 	
              Title:

            	 CFO


    

    


     

    
      
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