ORGANIZATION OF THE BORROWER PARTIES; PLACES OF BUSINESS OF THE
BORROWER PARTIES; LOCATIONS OF RECORDS; FEDERAL EMPLOYER IDENTIFICATION
NUMBER(S)
EXHIBIT IV
NAMES OF COLLECTION BANKS AND SEGREGATED ACCOUNT BANKS; LOCK-BOXES, SEGREGATED
ACCOUNTS AND COLLECTION ACCOUNTS
EXHIBIT V
FORM OF COMPLIANCE CERTIFICATE
EXHIBIT VI
[RESERVED]
EXHIBIT VII
FORM OF MONTHLY REPORT
EXHIBIT VIII
FORM OF WEEKLY REPORT
EXHIBIT IX
FORM OF PREPAYMENT NOTICE
EXHIBIT X
FORM OF ASSIGNMENT AND ACCEPTANCE
SCHEDULE A
DOCUMENTS TO BE DELIVERED TO THE AGENT ON OR PRIOR TO THE INITIAL LOAN
SCHEDULE B
EXISTING LETTERS OF CREDIT
iii
RECEIVABLES LOAN AGREEMENT
THIS RECEIVABLES LOAN AGREEMENT, dated as of June 15, 2012 (this "Agreement"),
is entered into by and among:
(a)
ABF Freight Funding LLC, a Delaware limited liability company (the
"Borrower"),
(b)
ABF Freight System, Inc., a Delaware corporation ("ABF" or the
"Servicer"), as initial Servicer (the Servicer together with the Borrower, the
"Borrower Parties" and each, a "Borrower Party"), and
(c)
PNC Bank, National Association, a national banking association
("PNC"), as the lender (in such capacity, the "Lender"), letter of credit issuer
(in such capacity, the "LC Issuer"), and as agent and administrator for the
Lender and its assigns and the LC Issuer and its assigns under the Transaction
Documents (together with its successors and assigns in such capacity, the
"Agent").
Unless defined elsewhere herein, capitalized terms used in this Agreement shall
have the meanings assigned to such terms in Exhibit I.
PRELIMINARY STATEMENTS
WHEREAS, Borrower desires that the Lender extend financing to Borrower on the
terms and conditions set forth herein.
WHEREAS, the Lender is willing to provide such financing on the terms and
conditions set forth in this Agreement.
WHEREAS, PNC has been requested and is willing to act as agent and administrator
on behalf of the Lender and its assigns in accordance with the terms hereof.
NOW, THEREFORE, in consideration of the premises and the mutual agreements
herein contained, the parties hereto agree as follows:
ARTICLE I
COMMITMENT; BORROWING PROCEDURES
Section 1.1.
Commitment.
(a) Upon the terms and subject to the
conditions of this Agreement (including, without limitation, Article VI), the
Lender agrees to make Loans to Borrower on a revolving basis from time to time
(the "Commitment") prior to the Facility Termination Date in such amounts as may
be from time to time requested by Borrower pursuant to Section 1.2; provided
that no Loans shall be made by the Lender if, after giving effect thereto, the
Credit Exposure would exceed the lesser of (a) the Facility Limit and (b) the
Net Pool
Balance less the Required Reserve.
The Borrower will pay Interest on Loans made
pursuant to this Agreement at the Alternate Base Rate or the LIBO Rate, selected
in accordance with Article IV hereof.
Within the limits of the Commitment,
Borrower may borrow, prepay and reborrow under this Section 1.1.
(b)
The Borrower may, upon at least ten (10) Business Days' notice
to the Agent, terminate in whole or reduce in part, the unused portion of the
Facility