Section 13.5.
Limitation of Liability
58
Section 13.6.
No Recourse Against the Lenders
58
Section 13.7.
CHOICE OF LAW
59
Section 13.8.
CONSENT TO JURISDICTION
59
Section 13.9.
WAIVER OF JURY TRIAL
59
Section 13.10.
Integration; Binding Effect; Survival of Terms
59
Section 13.11.
Counterparts; Severability; Section References
60
Section 13.12.
Characterization; Security Interest
60
Section 13.13.
Existing Letters of Credit
61
Section 13.14.
Amendment and Restatement
61
Section 13.15.
Equalization of Loans and Commitments
62
EXHIBIT I
DEFINITIONS
EXHIBIT II-A
FORM OF BORROWING REQUEST
EXHIBIT II-B
FORM OF LETTER OF CREDIT REQUEST
EXHIBIT III
JURISDICTION OF 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 AMENDMENT AND
RESTATEMENT
SCHEDULE B
EXISTING LETTERS OF CREDIT
SCHEDULE C
COMMITMENTS
iii
SECOND AMENDED AND RESTATED RECEIVABLES LOAN AGREEMENT
THIS SECOND AMENDED AND RESTATED RECEIVABLES LOAN AGREEMENT, dated as of
March 20, 2017 (this "Agreement"), is entered into by and among:
(a)
ArcBest Funding LLC, f/k/a ABF Freight Funding LLC, a
Delaware limited liability company, as Borrower (the "Borrower");
(b)
ArcBest Corporation, f/k/a Arkansas Best
Corporation, a Delaware corporation (the "Parent" or the "Servicer"), as
Servicer (the Servicer together with the Borrower, the "Borrower Parties" and
each, a "Borrower Party");
(c)
the financial institutions from time to time party
hereto, as Lenders (in such capacity, the "Lenders"); and
(d)
PNC Bank, National Association, a national banking
association ("PNC"), as letter of credit issuer (in such capacity, the "LC
Issuer"), and as agent and administrator for the Lenders and their 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, the Borrower, ArcBest Corporation, as initial Servicer, the Servicer,
the Agent, the LC Issuer and PNC, as Lender, have previously entered into that
certain Amended and Restated Receivables Loan Agreement dated as of February 1,
2015 (as amended from time to time heretofore, the "Existing Loan Agreement");
WHEREAS, pursuant to the Existing Loan Agreement, PNC, as Lender, has extended
certain credit facilities to the Borrower;
WHEREAS, the Borrower would like to include Regions Bank as a Lender hereunder;
WHEREAS, the Borrower, the Servicer, the Agent, the LC Issuer and PNC, as
Lender, desire to amend and restate the Existing Loan Agreement in its entirety
to add Regions Bank as a Lender hereunder and to make certain changes as more
fully set forth herein, which amendment and restatement shall become effective
upon satisfaction