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Sample Business Contracts

Receivables Purchase Agreement - ABF Freight Systems Inc., Renaissance Asset Funding Corp., and Societe Generale

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                       RECEIVABLES PURCHASE AGREEMENT

                          Dated as of March 2, 1994


       ABF  Freight  System,  Inc.  a  Delaware corporation  (the  "Seller"),
Renaissance  Asset Funding Corp., a Delaware corporation (the "Issuer"),  and
Societe  Generale,  a French banking corporation acting  through  its  United
States branches or agencies, as agent (the "Agent") for the Investors,  agree
as follows:

       PRELIMINARY STATEMENTS.  Certain terms that are capitalized  and  used
throughout  this  Agreement  are defined in  Exhibit  I  to  this  Agreement.
References  in  the Exhibits to "the Agreement" refer to this  Agreement,  as
amended, modified or supplemented from time to time.

       The  Seller has Receivables in which it is prepared to sell  undivided
fractional ownership interests (referred to herein as Receivable Interests").
The Issuer is prepared to purchase such Receivable Interests on the terms set
forth herein.  Accordingly, the parties agree as follows:

                                  ARTICLE I

                     AMOUNTS AND TERMS OF THE PURCHASES

       SECTION  1.01.   Purchase Facility.  (a)  On the terms and  conditions
hereinafter  set  forth,  the Issuer may, in its  sole  discretion,  purchase
Receivable Interests from the Seller from time to time during the period from
the  date  hereof to the Facility Termination  Date.  Under no  circumstances
shall  the  Issuer  make  any such purchase if after giving  effect  to  such
purchase  the aggregate outstanding Capital of Receivable Interests, together
with the aggregate outstanding "Capital" of "Receivable Interests" under  the
Alternate Receivables Purchase Agreement, would exceed the Purchase Limit.

       (b)   The Seller may, upon at least five Business Days' notice to  the
Agent,  from time to time, reduce in part the unused portion of the  Purchase
<PAGE>
Limit;  provided  that each partial reduction shall be in the  amount  of  at
least $1,000,000 or an integral multiple thereof.

       (c)   The  Agent,  on  behalf of the Investors  which  own  Receivable
Interests,  may  have  the  proceeds  of  Collections  attributable  to  such
Receivable  Interests automatically reinvested pursuant to  Section  1.04  in
additional undivided percentage interests in the Pool Receivables  by  making
an appropriate readjustment of such Receivable Interest until the Agent gives
the  Seller  the notice provided in Section 2(b)(iv) of Exhibit  II  to  this
Agreement.

       SECTION 1.02.  Making Purchases.  (a)  Each purchase shall be made  on
at least three Business Days' notice from the Seller to the Agent.  Each such
notice of a purchase shall specify (i) the amount requested to be paid to the
Seller  (such amount, which shall not be less than $1,000,000, being referred
to  herein  as  the initial "Capital" of the Receivable Interest  then  being
purchased),  (ii) the date of such purchase (which shall be a Business  Day),
and  (iii)  the desired duration of the initial Fixed Period for such  Receiv
able Interest.  The Agent shall promptly thereafter notify the Seller whether
the  Issuer has determined to make a purchase and, if so, whether all of  the
terms specified by the Seller are acceptable to the Issuer.

       (b)   Prior to 12:00 noon New York City time on the date of each  such
purchase of a Receivable Interest, the Issuer shall, upon satisfaction of the
applicable conditions set forth in Exhibit II hereto, make available  to  the
Seller  in  same  day  funds, at First National Bank of Fort  Smith  for  the
account  of ABF Freight System, Inc., an amount equal to the initial  Capital
of such Receivable Interest.

       (c)   Effective on the date of each purchase pursuant to this  Section
1.02  and each reinvestment pursuant to Section 1.04, the Seller hereby sells
and  assigns  to  the Agent, for the benefit of the Investors,  an  undivided
percentage ownership interest, to the extent of the Receivable Interest  then
being  purchased, in each Pool Receivable then existing and  in  the  Related
Security and Collections with respect thereto.

        SECTION  1.03.   Receivable  Interest  Computation.  Each  Receivable
Interest  shall  be  initially computed on its date of purchase.   Thereafter
until  the  Termination  Date for such Receivable Interest,  such  Receivable
Interest  shall  be automatically recomputed (or deemed to be recomputed)  on
each  day other than a Liquidation Day.  Any Receivable Interest, as computed
<PAGE>
(or  deemed  recomputed) as of the day immediately preceding the  Termination
Date  for  such Receivable Interest, shall thereafter remain constant.   Such
Receivable Interest shall become zero when Capital thereof and Yield  thereon
shall have been paid in full, all the amounts owed by the Seller hereunder to
the  Investors or the Agent are paid in full and the Collection  Agent  shall
have received the accrued Collection Agent Fee thereon.

       SECTION  1.04.  Settlement Procedures.  (a)  Collection  of  the  Pool
Receivables  shall be administered by a Collection Agent, in accordance  with
the  terms of this Agreement and the Collection Agent Agreement.  The  Seller
shall  provide to the Collection Agent (if other than the Seller) on a timely
basis all information needed for such administration, including notice of the
occurrence of any Liquidation Day and current computations of each Receivable
Interest.

       (b)   The Collection Agent shall, on each day on which Collections  of
Pool Receivables are received by it with respect to any Receivable Interest:

                 (i)  set aside and hold in trust (and, at the request of the
          Agent, segregate) for the Investors, out of the percentage of  such
          Collections  represented  by such Receivable  Interest,  an  amount
          equal  to  the Yield and Collection Agent Fee accrued through  such
          day for such Receivable Interest and not previously set aside;

                    (ii)  if such day is not a Liquidation Day, reinvest with
          the  Seller,  on  behalf of the Investors, the  remainder  of  such
          percentage of Collections, to the extent representing a  return  of
          Capital,  by recomputation of such Receivable Interest pursuant  to
          Section 1.03;

                    (iii)   if  such day is a Liquidation Day, set aside  and
          hold in trust (and, at the request of the Agent, segregate) for the
          Investors  the entire remainder of such percentage of  Collections;
          provided  that if amounts are set aside and held in  trust  on  any
          Liquidation  Day and thereafter during such Settlement Period,  the
          conditions set forth in Paragraph 2 of Exhibit II are satisfied  or
          are  waived by the Agent, such previously set aside amounts  shall,
          to  the  extent representing a return of Capital, be reinvested  in
          accordance  with the preceding paragraph (ii) on the  day  of  such
          subsequent satisfaction or waiver of conditions; and
<PAGE>
                 (iv)   during  such  times as amounts  are  required  to  be
          reinvested in accordance with the foregoing paragraph (ii)  or  the
          proviso  to  paragraph (iii), release to the  Seller  for  its  own
          account  any Collections in excess of such amounts and the  amounts
          that are required to be set aside pursuant to paragraph (i) above.

       (c)  The Collection Agent shall deposit into the Investor Account,  on
the last day of each Settlement Period for a Receivable Interest, Collections
held  for  the Investors that relate to such Receivable Interest pursuant  to
Section 1.04(b).

       (d)   Upon  receipt of funds deposited into the Investor Account,  the
Agent shall distribute them as follows:

                 (i)   if  such distribution occurs on a day that  is  not  a
          Liquidation Day, first to the Investors in payment in full  of  all
          accrued  Yield and then to the Collection Agent in payment in  full
          of all accrued Collection Agent Fee.

                     (ii)  if such distribution occurs on a Liquidation  Day,
          first  to  the  Investors in payment in full of all accrued  Yield,
          second to the Investors in reduction to zero of all Capital,  third
          to  the Investors or the Agent in payment of any other amounts owed
          by  the  Seller  hereunder, and fourth to the Collection  Agent  in
          payment in full of all accrued Collection Agent Fee.

       After the Capital and Yield and Collection Agent Fee with respect to a
Receivable  Interest,  and any other amounts payable by  the  Seller  to  the
Investors  or  the  Agent hereunder, have been paid in full,  all  additional
Collections  with respect to such Receivable Interest shall be  paid  to  the
Seller for its own account.

      (e)  For the purposes of this Section 1.04:

                 (i)   if  on  any day the Outstanding Balance  of  any  Pool
          Receivable  is  reduced or adjusted as a result of  any  defective,
          rejected,  returned,  repossessed  or  foreclosed  merchandise   or
          services,  or  any cash discount or other adjustment  made  by  the
          Seller,  or any setoff or dispute between the Seller and an Obligor
          (including but not limited to any reduction or setoff attributed to
<PAGE>
          Receivables  generated  through  a shipment  routing  involving  an
          interline carrier), the Seller shall be deemed to have received  on
          such day a Collection of such Pool Receivable in the amount of such
          reduction or adjustment;

                     (ii)   if  on  any  day  any of the  representations  or
          warranties in paragraph (h) of Exhibit III is no longer  true  with
          respect to any Pool Receivable, the Seller shall be deemed to  have
          received on such day a Collection of such Pool Receivable in full;

                   (iii)  except as provided in paragraph (i) or (ii) of this
          Section 1.04(e), or as otherwise required by applicable law or  the
          relevant Contract, all Collections received from an Obligor of  any
          Receivables shall be applied to the Receivables of such Obligor  in
          the  order of the age of such Receivables, starting with the oldest
          such  Receivable, unless such Obligor designates  its  payment  for
          application to specific Receivables; and

                 (iv)   if and to the extent the Agent or the Investors shall
          be  required  for any reason to pay over to an Obligor  any  amount
          received  on its behalf hereunder, such amount shall be deemed  not
          to  have been so received but rather to have been retained  by  the
          Seller  and, accordingly, the Agent or the Investors, as  the  case
          may  be,  shall  have a claim against the Seller for  such  amount,
          payable  when and to the extent that any distribution  from  or  on
          behalf of such Obligor is made in respect thereof.

      SECTION 1.05.  Fees.  The Seller shall pay to the Agent certain fees in
the  amounts and on the dates set forth in a separate fee agreement  of  even
date between the Seller and the Agent.

       SECTION 1.06.  Payments and Computations, Etc. (a)  All amounts to  be
paid  or  deposited by the Seller or the Collection Agent hereunder or  under
the Collection Agent Agreement shall be paid or deposited no later than 11:00
A.M.  (New  York  City time) on the day when due in same  day  funds  to  the
Investor Account.

       (b)  The Seller shall, to the extent permitted by law, pay interest on
any  amount not paid or deposited by the Seller (whether as Collection  Agent
<PAGE>
or  otherwise) when due hereunder, at an interest rate per annum equal to  2%
per annum above the Alternate Base Rate, payable on demand.

       (c)   All computations of interest under subsection (b) above and  all
computations of Yield, fees, and other amounts hereunder shall be made on the
basis  of a year of 360 days for the actual number of days elapsed.  Whenever
any  payment or deposit to be made hereunder shall be due on a day other than
a  Business Day, such payment or deposit shall be made on the next succeeding
Business  Day and such extension of time shall be included in the computation
of such payment or deposit.

       SECTION 1.07.  Dividing or Combining Receivable Interests. Either  the
Seller, on notice to the Agent received at least three Business Days prior to
the last day of any Fixed Period, or the Agent, on notice to the Seller on or
prior  to  the  last  day  of any Fixed Period, may  either  (i)  divide  any
Receivable  Interest into two or more Receivable Interests  having  aggregate
Capital equal to the Capital of such divided Receivable Interest, or (ii) com
bine  any  two or more Receivable Interests originating on such last  day  or
having  Fixed  Periods  ending  on such last day  into  a  single  Receivable
Interest  having  Capital  equal to the aggregate  of  the  Capital  of  such
Receivable Interests.

       SECTION 1.08.  Increased Costs. (a) If Societe Generale, the Agent, an
Investor,  any  entity which enters into a commitment to purchase  Receivable
Interests  or interests therein, or any of their respective Affiliates  (each
an  "Affected Person") determines that compliance with any law or  regulation
or  any  guideline  or  request from any central bank or  other  governmental
authority  (whether or not having the force of law) affects or  would  affect
the  amount of capital required or expected to be maintained by such Affected
Person and such Affected Person determines that the amount of such capital is
increased  by or based upon the existence of any commitment to make purchases
of  or  otherwise to maintain the investment in Pool Receivables or interests
therein  related to this Agreement or to the funding thereof or  any  related
liquidity  facility   or  credit enhancement facility (or  any  participation
therein)  and other commitments of the same type, then, upon demand  by  such
Affected Person (with a copy to the Agent), the Seller shall immediately  pay
to  the  Agent,  for  the account of such Affected Person (as  a  third-party
beneficiary),  from  time  to  time as specified  by  such  Affected  Person,
additional amounts sufficient to compensate such Affected Person in the light
of  such  circumstances, to the extent that such Affected  Person  reasonably
determines such increase in capital to be allocable to the existence  of  any
<PAGE>
of  such  commitments.   A certificate as to such amounts  submitted  to  the
Seller  and the Agent by such Affected Person shall be conclusive and binding
for all purposes, absent manifest error.

         (b)   If, due to either (i) the introduction of or any change (other
than  any  change  by  way of imposition or increase of reserve  requirements
referred  to  in  Section 1.09) in or in the interpretation  of  any  law  or
regulation or (ii) compliance with any guideline or request from any  central
bank  or  other governmental authority (whether or not having  the  force  of
law),  there shall be any increase in the cost to an Investor of agreeing  to
purchase  or purchasing, or maintaining the ownership of Receivable Interests
in  respect  of which Yield is computed by reference to the Eurodollar  Rate,
then,  upon  demand by such Investor (with a copy to the Agent),  the  Seller
shall  immediately pay to the Agent, for the account of such Investor  (as  a
third-party beneficiary), from time to time as specified, additional  amounts
sufficient  to  compensate  such  Investor  for  such  increased  costs.    A
certificate as to such amounts submitted to the Seller and the Agent by  such
Investor  shall  be conclusive and binding for all purposes, absent  manifest
error.

       SECTION  1.09.   Additional Yield on Receivable  Interests  Bearing  a
Eurodollar  Rate.  The Seller shall pay to each Investor,  so  long  as  such
Investor shall be required under regulations of the Board of Governors of the
Federal  Reserve System to maintain reserves with respect to  liabilities  or
assets consisting of or including Eurocurrency Liabilities, additional  Yield
on  the  unpaid  Capital of each Receivable Interest of such Investor  during
each  Fixed Period in respect of which Yield is computed by reference to  the
Eurodollar  Rate,  for such Fixed Period, at a rate per annum  equal  at  all
times  during such Fixed Period to the remainder obtained by subtracting  (i)
the  Eurodollar  Rate for such Fixed Period from (ii) the  rate  obtained  by
dividing  such  Eurodollar  Rate referred to in  clause  (i)  above  by  that
percentage equal to 100% minus the Eurodollar Rate Reserve Percentage of such
Investor  for  such  Fixed Period, payable on each date  on  which  Yield  is
payable  on  such  Receivable  Interest.   Such  additional  Yield  shall  be
determined  by  such Investor and notified to the Seller  through  the  Agent
within  30  days after any Yield payment is made with respect to  which  such
additional  Yield  is requested.  A certificate as to such  additional  Yield
submitted  to  the Seller and the Agent by such Investor shall be  conclusive
and binding for all purposes, absent manifest error.

       SECTION  1.10.  Requirements of Law. In the event that any requirement
of  law or any change therein or in the interpretation or application thereof
<PAGE>
by  the  relevant governmental authority to an Investor after the date hereof
or  compliance by an Investor with any request or directive (whether  or  not
having  the  force  of  law)  from any central  bank  or  other  governmental
authority:

         (i)   does  or shall subject such Investor to any tax  of  any  kind
     whatsoever with respect to this Agreement, any increase in the amount of
     Receivable  Interests owned by such Investor, or  change  the  basis  of
     taxation  of payments to such Investor on account of Collections,  Yield
     or  any other amounts payable hereunder (excluding taxes imposed on  the
     income  of  such Investor, and franchise taxes imposed on such Investor,
     by  the  jurisdiction under the laws of which such Investor is organized
     or a political subdivision thereof);

             (ii)   does  or  shall  impose, modify or  hold  applicable  any
     reserve, special deposit, compulsory loan or similar requirement against
     assets  held by, or deposits or other liabilities in or for the  account
     of, purchases, advances or loans by, or other credit extended by, or any
     other acquisition of funds by, any office of such Investor which are not
     otherwise  included in the determination of the Eurodollar Rate  or  the
     Alternate Base Rate hereunder; or

           (iii)  does or shall impose on such Investor any other condition;

and  the  result  of any of the foregoing is to increase  the  cost  to  such
Investor  of  maintaining a Receivable Interest funded by  reference  to  the
Eurodollar Rate or the Alternate Base Rate or to reduce any amount receivable
hereunder  funded by reference to the Eurodollar Rate or the  Alternate  Base
Rate,  then, in any such case, the Seller shall pay such Investor,  upon  its
demand,  any  additional  amounts necessary to compensate such  Investor  for
such  additional  cost  or  reduced amount receivable  with  regard  to  such
Investor's Receivable Interest funded by reference to the Eurodollar Rate  or
the  Alternate Base Rate.  All such amounts shall be payable as incurred.   A
certificate  from  such Investor or the Agent, as the case  may  be,  to  the
Seller  certifying, in reasonably specific detail, the basis for, calculation
of, and amount of such additional costs shall be conclusive in the absence of
manifest error.

       SECTION  1.11.  Inability to Determine Eurodollar Rate. In  the  event
that  the  Agent shall have determined prior to the first day  of  any  Fixed
Period  (which determination shall be conclusive and binding upon the parties
<PAGE>
hereto) by reason of circumstances affecting the interbank Eurodollar market,
either (a) dollar deposits in the relevant amounts and for the relevant Fixed
Period are not available, (b) adequate and reasonable means do not exist  for
ascertaining the Eurodollar Rate for such Fixed Period or (c) the  Eurodollar
Rate  determined pursuant hereto does not accurately reflect the cost to  the
Investors (as conclusively determined by the Agent) of maintaining Receivable
Interests  during such Fixed Period, the Agent shall promptly give telephonic
notice  of such determination, confirmed in writing, to the Seller  prior  to
the  first  day of such Fixed Period.  If such notice is given, the  Assignee
Rate  applicable  to  the relevant Receivable Interest  shall  be  determined
without reference to the Eurodollar Rate.

                                 ARTICLE II

                 REPRESENTATIONS AND WARRANTIES; COVENANTS;
                            EVENTS OF TERMINATION

       SECTION  2.01.  Representations and Warranties; Covenants. The  Seller
hereby makes the representations and warranties, and hereby agrees to perform
and  observe  the covenants, set forth in Exhibits III and IV,  respectively,
hereto.

       SECTION  2.02.   Events  of Termination.  If  any  of  the  Events  of
Termination set forth in Exhibit V hereto shall occur and be continuing,  the
Agent  may,  by  notice to the Seller, take either or both of  the  following
actions:   (x)  declare the Facility Termination Date to  have  occurred  (in
which  case  the Facility Termination Date shall be deemed to have occurred),
and  (y)  without limiting any right under the Collection Agent Agreement  to
replace the Collection Agent, designate another Person to succeed the  Seller
as  the Collection Agent; provided that, automatically upon the occurrence of
any  event (without any requirement for the passage of time or the giving  of
notice)  described  in subsection (g) of Exhibit V, the Facility  Termination
Date  shall occur.  Upon any such declaration or designation or upon any such
automatic termination, the Investors and the Agent shall have, in addition to
the  rights and remedies which they may have under this Agreement, all  other
rights  and  remedies provided after default under the UCC  and  under  other
applicable law, which rights and remedies shall be cumulative.
<PAGE>
                                 ARTICLE III

                               INDEMNIFICATION

       SECTION  3.01.  Indemnities by the Seller. Without limiting any  other
rights  that the Agent or the Investors or any of their respective Affiliates
or  agents  (each,  an  "Indemnified Party")  may  have  hereunder  or  under
applicable law, the Seller hereby agrees to indemnify each Indemnified  Party
from  and  against  any  and  all claims, losses and  liabilities  (including
reasonable attorneys' fees) (all of the foregoing being collectively referred
to  as "Indemnified Amounts") arising out of or resulting from this Agreement
or  the  use  of proceeds of purchases or reinvestments or the  ownership  of
Receivable  Interests  or  in  respect of any  Receivable  or  any  Contract,
excluding,  however,  (a) Indemnified Amounts to the  extent  resulting  from
gross negligence or willful misconduct on the part of such Indemnified Party,
(b)  recourse  (except as otherwise specifically provided in this  Agreement)
for  uncollectible  Receivables or (c) any income taxes  or  franchise  taxes
imposed on such Indemnified Party by the jurisdiction under the laws of which
such  Indemnified  Party is organized or any political  subdivision  thereof,
arising  out  of  or  as  a  result of this Agreement  or  the  ownership  of
Receivable  Interests  or  in  respect of any  Receivable  or  any  Contract.
Without limiting or being limited by the foregoing, the Seller shall  pay  on
demand  to  each Indemnified Party any and all amounts necessary to indemnify
such  Indemnified  Party  from and against any and  all  Indemnified  Amounts
relating to or resulting from any of the following:

                 (i)   the  creation  of  an undivided  percentage  ownership
          interest  in any Receivable which purports to be part  of  the  Net
          Receivables  Pool  Balance but which is not  at  the  date  of  the
          creation   of  such  interest  an  Eligible  Receivable  or   which
          thereafter ceases to be an Eligible Receivable;

                     (ii)   reliance  on any representation  or  warranty  or
          statement  made  or  deemed  made by the  Seller  (or  any  of  its
          officers)  under or in connection with this Agreement  which  shall
          have been incorrect in any material respect when made;

                    (iii)   the  failure  by the Seller to  comply  with  any
          applicable  law,  rule  or  regulation with  respect  to  any  Pool
          Receivable  or  the related Contract; or the failure  of  any  Pool
          Receivable  or  the  related  Contract  to  conform  to  any   such
          applicable law, rule or regulation;
<PAGE>
                    (iv)   the  failure to vest in the Investors a  perfected
          undivided  percentage ownership interest, to  the  extent  of  each
          Receivable Interest, in the Receivables in, or purporting to be in,
          the  Receivables Pool and the Related Security and  Collections  in
          respect thereof, free and clear of any Adverse Claim;

                     (v)   the failure to have filed, or any delay in filing,
          financing  statements  or  other similar instruments  or  documents
          under  the  UCC of any applicable jurisdiction or other  applicable
          laws  with respect to any Receivables in, or purporting to  be  in,
          the  Receivables Pool and the Related Security and  Collections  in
          respect   thereof,  whether  at  the  time  of  any   purchase   or
          reinvestment or at any subsequent time;

                    (vi)   any dispute, claim, offset or defense (other  than
          discharge  in  bankruptcy of the Obligor) of  the  Obligor  to  the
          payment  of  any  Receivable  in,  or  purporting  to  be  in,  the
          Receivables Pool (including, without limitation, a defense based on
          such  Receivable or the related Contract not being a  legal,  valid
          and  binding obligation of such Obligor enforceable against  it  in
          accordance  with its terms, or any other claim resulting  from  the
          sale  of the merchandise or services related to such Receivable  or
          the  furnishing or failure to furnish such merchandise or  services
          or   relating  to  collection  activities  with  respect  to   such
          Receivable  (if  such collection activities were performed  by  the
          Seller or any of its Affiliates acting as Collection Agent);

                   (vii)   any failure of the Seller, as Collection Agent  or
          otherwise, to perform its duties or obligations in accordance  with
          the  provisions hereof or of the Collection Agent Agreement  or  to
          perform its duties or obligations under the Contracts;

                 (viii)  any products liability or other claim arising out of
          or  in connection with merchandise, insurance or services which are
          the subject of any Contract;

                    (ix)   the commingling of Collections of Pool Receivables
          at any time with other funds;
<PAGE>
                  (x)  any investigation, litigation or proceeding related to
          this Agreement or the use of proceeds of purchases or reinvestments
          or  the  ownership  of Receivable Interests or in  respect  of  any
          Receivable, Related Security or Contract;

                (xi)   any theft of payments with respect to Pool Receivables
          resulting   from   the  Seller's  established  payment   remittance
          procedures;

                 (xii)   any  failure  of  payments  with  respect  to   Pool
          Receivables  to  be  deposited into the Collection  Account  within
          three Business Days after receipt by the Seller; or

               (xiii)   any claim relating to a Receivable which is generated
          through a shipment routing involving an interline carrier.

                                 ARTICLE IV

                                MISCELLANEOUS

      SECTION 4.01.  Amendments, Etc. No amendment or waiver of any provision
of  this Agreement or consent to any departure by the Seller therefrom  shall
be  effective  unless  in a writing signed by the Agent,  as  agent  for  the
Investors,  and, in the case of any amendment, by the Seller, and  then  such
amendment, waiver or consent shall be effective only in the specific instance
and  for the specific purpose for which given.  No failure on the part of the
Investors  or  the Agent to exercise, and no delay in exercising,  any  right
hereunder shall operate as a waiver thereof; nor shall any single or  partial
exercise  of  any  right  hereunder preclude any other  or  further  exercise
thereof  or the exercise of any other right.  No material amendment  of  this
Agreement shall be effective unless a written statement is obtained from Duff
&  Phelps  Credit Rating Co., Fitch Investors Service, Inc.  and  Standard  &
Poor's  Corporation  that the rating of the Issuer's commercial  paper  notes
will not be downgraded or withdrawn solely as a result of such amendment.

       SECTION 4.02.  Notices, Etc.  (a) All notices and other communications
hereunder  shall, unless otherwise stated herein, be in writing (which  shall
include  facsimile  communication) and faxed  or  delivered,  to  each  party
hereto, at its address set forth under its name on the signature pages hereof
or  at  such other address as shall be designated by such party in a  written
<PAGE>
notice  to the other parties hereto.  Notices and communications by facsimile
shall  be  effective when sent (and shall be followed by hard  copy  sent  by
regular  mail), and notices and communications sent by other means  shall  be
effective when received.

       (b)    The Agent shall furnish Duff & Phelps Credit Rating Co.,  Fitch
Investors Service, Inc. and Standard & Poor's Corporation with notice of  the
occurrence of a Liquidation Day, notice of waiver of the conditions set forth
in  Paragraph  2  of Exhibit II, notice of the occurrence  of  any  Event  of
Termination  under  this  Agreement, notice of any  waiver  of  an  Event  of
Termination  under  this  Agreement, notice of  any  assignment  pursuant  to
Section  4.03  of this Agreement and notice of an extension of  the  Facility
Termination Date pursuant to Section 4.09 of this Agreement.

       SECTION  4.03.  Assignability.  (a)  This Agreement and the Investors'
rights  and  obligations  herein  (including  ownership  of  each  Receivable
Interest)  shall  be  assignable by the Investors and  their  successors  and
assigns.   Each  assignor of a Receivable Interest or  any  interest  therein
shall  notify the Agent and the Seller of any such assignment.  Each assignor
of   a  Receivable  Interest  may,  in  connection  with  the  assignment  or
participation,  disclose  to  the assignee or  participant  any  information,
relating to the Seller or the Receivables, furnished to such assignor  by  or
on behalf of the Seller or by the Agent.

      (b)   This Agreement and the rights and obligations of the Agent herein
shall be assignable by the Agent and its successors and assigns.

       (c)   The Seller may not assign its rights or obligations hereunder or
any interest herein without the prior written consent of the Agent.

       (d)    Without  limiting any other rights that may be available  under
applicable law, the rights of the Investors may be enforced through  them  or
by their agents.

       SECTION  4.04.   Costs, Expenses and Taxes. (a)  In  addition  to  the
rights  of  indemnification granted under Section  3.01  hereof,  the  Seller
agrees  to  pay  on  demand all costs and expenses  in  connection  with  the
preparation,  execution,  delivery  and  administration  (including  periodic
auditing  of Receivables) of this Agreement, any asset purchase agreement  or
similar agreement relating to the sale or transfer of interests in Receivable
Interests  and the other documents and agreements to be delivered  hereunder,
including,   without  limitation,  the  reasonable  fees  and   out-of-pocket
<PAGE>
expenses  of  counsel for the Agent, the Issuer and their  respective  agents
with  respect thereto and with respect to advising the Agent, the Issuer  and
their respective agents as to their rights and remedies under this Agreement,
and all costs and expenses, if any (including reasonable counsel fees and  ex
penses),  of  the  Agent,  the  Investors and  their  respective  agents,  in
connection with the enforcement of this Agreement and the other documents and
agreements to be delivered hereunder.

       (b)  In addition, the Seller shall pay (i) any and all commissions  of
placement agents and commercial paper dealers in respect of commercial  paper
notes  issued to fund the purchase or maintenance of any Receivable Interest,
(ii)  any and all costs and expenses of any issuing and paying agent or other
Person  responsible for the administration of the Issuer's  commercial  paper
program in connection with the preparation, completion, issuance, delivery or
payment  of commercial paper notes issued to fund the purchase or maintenance
of  any Receivable Interest, and (iii) any and all stamp and other taxes  and
fees payable in connection with the execution, delivery, filing and recording
of  this  Agreement  or  the other documents or agreements  to  be  delivered
hereunder,  and  agrees  to save each Indemnified  Party  harmless  from  and
against any liabilities with respect to or resulting from any delay in paying
or omission to pay such taxes and fees.

       (c)  The Seller also shall pay on demand all other costs, expenses and
taxes  (excluding income taxes) incurred by the Issuer or any stockholder  or
agent of the Issuer ("Other Costs"), including the cost of administering  the
operations  of  the  Issuer,  the  cost of auditing  the  Issuer's  books  by
certified  public  accountants, the cost of rating  the  Issuer's  commercial
paper  by independent financial rating agencies, the taxes (excluding  income
taxes)  resulting from the Issuer's operations, and the reasonable  fees  and
out-of-pocket expenses of counsel for any stockholder or agent of the  Issuer
with respect to advising as to rights and remedies under this Agreement,  the
enforcement  of  this  Agreement or advising as to matters  relating  to  the
Issuer's operations; provided that the Seller and any other Persons who  from
time  to  time  sell receivables or interests therein to the  Issuer  ("Other
Sellers")  each  shall be liable for such Other Costs ratably  in  accordance
with  the usage under their respective facilities; and provided further  that
if  such  Other Costs are attributable to the Seller and not attributable  to
any Other Seller, the Seller shall be solely liable for such Other Costs.

       SECTION  4.05.   No Proceedings. Each of the Seller, the  Agent,  each
Investor, each assignee of a Receivable Interest or any interest therein  and
<PAGE>
each  entity which enters into a commitment to purchase Receivable  Interests
or  interests  therein hereby agrees that it will not institute  against,  or
join  any  other person in instituting against, the Issuer any proceeding  of
the  type referred to in paragraph (g) of Exhibit V so long as any commercial
paper  issued  by  the Issuer shall be outstanding or there  shall  not  have
elapsed one year plus one day since the last day on which any such commercial
paper shall have been outstanding.

      SECTION 4.06.  Confidentiality. Unless otherwise required by applicable
law,  the  Seller,  the  Agent  and  the  Investors  agree  to  maintain  the
confidentiality of this Agreement (and all drafts thereof) in  communications
with  third  parties and otherwise; provided that this Agreement (a)  may  be
disclosed to third parties to the extent such disclosure is made pursuant  to
a  written  agreement  of  confidentiality in form and  substance  reasonably
satisfactory  to  the parties hereto, (b) may be disclosed  to  the  parties'
legal counsel and auditors if they agree to hold it confidential and (c)  may
be  filed  with the Securities and Exchange Commission as an Exhibit  to  the
Parent's annual report on Form 10-K.

       SECTION 4.07.  Governing Law. This Agreement shall be governed by, and
construed  in  accordance with, the law of the state  of  New  York  (without
giving  effect  to the conflict of laws principles thereof),  except  to  the
extent  that  the  perfection  of  the interests  of  the  investors  in  the
receivables  or remedies hereunder, in respect thereof, are governed  by  the
laws of a jurisdiction other than the state of New York.

       SECTION  4.08.   Execution in Counterparts.   This  Agreement  may  be
executed in any number of counterparts, each of which when so executed  shall
be  deemed  to  be  an  original and all of which when taken  together  shall
constitute one and the same agreement.

       SECTION 4.09.  Termination.  The then current date set forth in clause
(a)  of  the  definition of Facility Termination Date  may  be  extended  for
additional one year periods upon 30 days prior written notice from the Seller
to  the Agent. The provisions of Sections 1.08, 1.09, 1.10, 3.01, 4.04,  4.05
and 4.06 shall survive any termination of this Agreement.
<PAGE>
       IN  WITNESS  WHEREOF,  the parties have caused this  Agreement  to  be
executed by their respective officers thereunto  duly authorized, as  of  the
date first above written.

   SELLER:        ABF FREIGHT SYSTEM, INC.



               By:   _______________________________
                  Name:
                  Title:

               1000 South 21st Street
               Fort Smith, Arkansas  72901
               Attention:  General Counsel
               Tel. No. (501) 785-6130
               Facsimile No. (501) 785-6124
<PAGE>
   ISSUER:        RENAISSANCE ASSET FUNDING CORP.


               By:  ______________________________
                  Name:
                  Title:

               c/o Merrill Lynch Money Markets Inc.
               Merrill Lynch World Headquarters
               World Financial Center--South Tower
               225 Liberty Street, 8th Floor
               New York, New York  10080-6108
               Attention:  Gary Carlin
               Tel. No. (212) 236-7200
               Facsimile No. (212) 236-7584
<PAGE>
   AGENT:         SOCIETE GENERALE


               By:   ________________________________
                  Name:
                  Title:



               By:   ________________________________
                  Name:
                  Title:

               181 West Madison Street, Suite 3400
               Chicago, IL  60602
               Attention:  Migdalia Lagoa
               Tel. No. (312) 578-5058
               Facsimile No. (312) 578-5099

<PAGE>
                                  EXHIBIT I

                                 DEFINITIONS


       As used in the Agreement (including its Exhibits), the following terms
shall have the following meanings (such meanings to be equally applicable  to
both the singular and plural forms of the terms defined):

       "Adverse  Claim" means a lien, security interest or  other  charge  or
encumbrance, or any other type of preferential arrangement.

      "Affiliate" means, as to any Person, any other Person that, directly or
indirectly,  is  in control of, is controlled by or is under  common  control
with such Person or is a director or officer of such Person.

       "Affiliated Obligor" means any Obligor that is an Affiliate of another
Obligor.

       "Aged  Receivable Ratio" means, on any date, the average of the ratios
(expressed as a percentage) computed, as of the last day of each of the three
calendar months ended immediately preceding such date or, if such date is the
last  day  of a calendar month, the three calendar months ended on such  last
day,   by  dividing  (i)  the  aggregate  Outstanding  Balance  of  all  Pool
Receivables  that were Defaulted Receivables on each such day or  that  would
have  been  Defaulted Receivables on each such day had they not been  written
off  the  books  of  the  Seller  during each  such  month,  reduced  by  the
Outstanding  Balance  of  all  such  Pool  Receivables  that  were  Defaulted
Receivables on each such day and that remain unpaid for 121 or more days from
the  original  billing  date for such payment, but that  have  not  yet  been
written  off the Seller's books as uncollectible by (ii) the "Total  Revenue"
as  defined  in the Seller's Monthly Revenue Adjustment Report  for  the  one
month  period  ending  three  calendar  months  prior  to  the  date  of  the
computation for each such calendar month.

       "Alternate Base Rate" means a fluctuating interest rate per  annum  as
shall  be in effect from time to time, which rate shall be at all times equal
to the higher of:
<PAGE>
                 (a)   the  rate  of interest announced publicly  by  Societe
          Generale in New York from time to time as its prime rate; and

                (b)  1% per annum above the Federal Funds Rate.

        "Alternate  Receivables  Purchase  Agreement"  means  the   Alternate
Receivables  Purchase  Agreement, dated as of  the  date  hereof,  among  the
Seller, Societe Generale and certain other banks, and the Agent, as the  same
may, from time to time, be amended, modified or supplemented.

       "Assignee Rate" for any Fixed Period for any Receivable Interest means
an  interest  rate per annum equal to 1 1/2% per annum above  the  Eurodollar
Rate for such Fixed Period; provided, however, that in the case of

                (i) any Fixed Period on or prior to the first day of which an
          Investor shall have notified the Agent that the introduction of  or
          any  change  in  or in the interpretation of any law or  regulation
          makes  it  unlawful,  or  any central bank  or  other  governmental
          authority  asserts that it is unlawful, for such Investor  to  fund
          such  Receivable Interest at the Assignee Rate set forth above (and
          such  Investor shall not have subsequently notified the Agent  that
          such circumstances no longer exist),

                    (ii) any Fixed Period of one to (and including) 29 days,

                    (iii)  any  Fixed Period as to which the Agent  does  not
          receive notice, by no later than 12:00 noon (New York City time) on
          the  third  Business  Day preceding the first  day  of  such  Fixed
          Period, that the related Receivable Interest will not be funded  by
          issuance of commercial paper, or

                    (iv)  any  Fixed  Period  for a Receivable  Interest  the
          Capital of which allocated to the Investors is less than $500,000,

the  "Assignee Rate" for each such Fixed Period shall be an interest rate per
annum  equal  to the Alternate Base Rate in effect on the first day  of  such
Fixed  Period;  provided, further, however, that in the  case  of  any  Fixed
Period during which an Event of Termination shall exist, the "Assignee  Rate"
for  such  Fixed Period shall be an interest rate per annum equal to  2%  per
annum  above the Alternate Base Rate in effect on the first day of such Fixed
Period.
<PAGE>
       "Average Maturity" means at any time that period of days equal to  the
calendar  days  outstanding  of  the  Pool  Receivables  calculated  by   the
Collection Agent in the then most recent Seller Report; provided if the Agent
shall  disagree  with  any such calculation, the Agent may  recalculate  such
Average Maturity.

       "Business Day" means any day on which (i) banks are not authorized  or
required  to close in New York City and (ii) if this definition of  "Business
Day" is utilized in connection with the Eurodollar Rate, dealings are carried
out in the London interbank market.

       "Capital" of any Receivable Interest means the original amount paid to
the  Seller for such Receivable Interest at the time of its purchase  by  the
Issuer   pursuant  to the Agreement, or such amount divided  or  combined  in
accordance  with  Section 1.07, in each case reduced from  time  to  time  by
Collections  distributed  on  account of such  Capital  pursuant  to  Section
1.04(d);  provided  that  if such Capital shall  have  been  reduced  by  any
distribution  and  thereafter  all  or a  portion  of  such  distribution  is
rescinded or must otherwise be returned for any reason, such Capital shall be
increased by the amount of such rescinded or returned distribution, as though
it had not been made.

       "Collection  Account"  means  the  account  (account  number  1002155)
maintained at First National Bank of Fort Smith into which will be  deposited
Collections of Pool Receivables.

      "Collection Account Agreement" means an agreement, in substantially the
form of Annex B, between the Seller and First National Bank of Fort Smith.

       "Collection  Agent"  means  at any time  the  Person  then  authorized
pursuant  to  the Collection Agent Agreement to administer and  collect  Pool
Receivables.

       "Collection Agent Agreement" means an agreement between the Seller and
the Agent (and, if the Seller does not act as Collection Agent, consented  to
by  the  Collection  Agent),  in  form and substance  satisfactory  to  them,
governing the appointment and responsibilities of the Collection Agent as  to
administration  and  collection of the Pool Receivables,  and  requiring  the
Collection Agent to perform its obligations set forth in the Agreement.
<PAGE>
       "Collection Agent Fee" shall mean the collection agent fee referred to
in the Collection Agent Agreement.

       "Collection Agent Fee Reserve" for any Receivable Interest at any time
means  the  sum  of  (i)  the unpaid Collection Agent Fee  relating  to  such
Receivable  Interest accrued to such time, plus (ii) an amount equal  to  (a)
the  aggregate Pool Receivables relating to such Receivable Interest on  such
date  multiplied by (b) the product of (x) the percentage per annum at  which
the  Collection Agent Fee is accruing on such date and (y) a fraction  having
the sum of the Average Maturity plus the Collection Delay Period (each as  in
effect at such date) as its numerator and 360 as its denominator.

      "Collection Delay Period" means 10 days or such other number of days as
the Agent may select upon three Business Days' notice to the Seller.

       "Collections"  means, with respect to any Receivable,  (a)  all  funds
which  are received by the Seller or the Collection Agent in payment  of  any
amounts  owed  in respect of such Receivable (including, without  limitation,
purchase price, finance charges, interest and all other charges), or  applied
to amounts owed in respect of such Receivable (including, without limitation,
insurance  payments  and  net proceeds of the sale or  other  disposition  of
repossessed goods or other collateral or property of the related  Obligor  or
any  other  party  directly or indirectly liable  for  the  payment  of  such
Receivable  and available to be applied thereon), (b) all Collections  deemed
to  have been received pursuant to Section 1.04 and (c) all other proceeds of
such Receivable.

       "Contract"  means  an agreement between the Seller  and  any  Obligor,
pursuant  to or under which such Obligor shall be obligated to make  payments
to the Seller for services from time to time.

       "Credit  and  Collection Policy" means those  receivables  credit  and
collection policies and practices of the Seller in effect on the date of  the
Agreement and described in Schedule I hereto, as modified in compliance  with
the Agreement.

      "Debt" means (without duplication), at any time and with respect to any
Person,  (i) indebtedness of such Person for borrowed money (whether by  loan
or  the  issuance  and sale of debt securities) or for the deferred  purchase
price  of  property  and services purchased (other than amounts  constituting
trade
<PAGE>
payables  or  bank drafts (payable within 120 days) arising in  the  ordinary
course),  (ii)  indebtedness  of others which such  Person  has  directly  or
indirectly  assumed  or  guaranteed  or  otherwise  provided  credit  support
therefor;  (iii) indebtedness of others secured by a lien on assets  of  such
Person,  whether  or  not such Person shall have assumed  such  indebtedness;
(iv)  obligations of such Person in respect of letters of credit,  acceptance
facilities, or drafts or similar instruments issued or accepted by banks  and
other financial institutions for the account of such Person (other than trade
payables  or  bank drafts (payable within 120 days) arising in  the  ordinary
course);  (v)  obligations  of such Person under  capital  leases;  and  (vi)
liabilities  in  respect of unfunded vested benefits under plans  covered  by
Title IV of ERISA.

      "Defaulted Receivable" means a Receivable:

                (i)  as to which any payment, or part thereof, remains unpaid
          for 91 days from the original billing date for such payment;

                    (ii)  as to which the Obligor thereof or any other Person
          obligated thereon or owning any Related Security in respect thereof
          has  taken any action, or suffered any event to occur, of the  type
          described in paragraph (g) of Exhibit V; or

                    (iii)   which, consistent with the Credit and  Collection
          Policy, would be written off the Seller's books as uncollectible.

       "Delinquency  Ratio"  means on any date, the  average  of  the  ratios
(expressed as a percentage) computed as of the last day of each of the  three
calendar  months  ended immediately preceding such date by dividing  (i)  the
aggregate  Outstanding Balance of all Pool Receivables that  were  Delinquent
Receivables  on such day by (ii) the Outstanding Balance of Pool  Receivables
reduced by the Outstanding Balance of such Pool Receivables that have  become
Defaulted Receivables.

       "Delinquent  Receivable" means a Receivable that is  not  a  Defaulted
Receivable and:

                (i)  as to which any payment, or part thereof, remains unpaid
          for 61 days from the original billing date for such payment; or
<PAGE>
                     (ii)   which, consistent with the Credit and  Collection
          Policy, would be classified as delinquent by the Seller.

       "Designated  Obligor"  means,  at any time,  each  Obligor;  provided,
however, that any Obligor shall cease to be a Designated Obligor upon  notice
by the Agent to the Seller.

      "Eligible Receivable" means, at any time, a Receivable:

                (i)  the Obligor of which is a United States resident, is not
          an  Affiliate of any of the parties hereto, and is not a government
          or a governmental subdivision or agency;

                   (ii)   the  Obligor of which, at the time of  the  initial
          creation  of  an  interest  therein  under  the  Agreement,  is   a
          Designated  Obligor  and  is  not  the  Obligor  of  any  Defaulted
          Receivables  which in the aggregate constitute 25% or more  of  the
          aggregate Outstanding Balance of all Receivables of such Obligor;

                  (iii)  which is not a Defaulted Receivable or which, at the
          time  of  the  initial creation of an interest  therein  under  the
          Agreement, is not a Delinquent Receivable; or

                   (iv)  which, according to the Contract related thereto, is
          required to be paid in full within 30 days of the original  billing
          date therefor;

                   (v)  which is an "account," or "general intangible" within
          the  meaning  of the UCC of the applicable jurisdictions  governing
          the perfection of the interest created by a Receivable Interest;

                   (vi)   which  is  denominated and payable only  in  United
          States dollars in the United States;

                   (vii)   which is generated in the ordinary course  of  the
          Seller's business;

               (viii)    which  is  not generated through a shipment  routing
          involving an interline carrier;
<PAGE>
                  (ix)    which  arises  under  a  Contract  (a)   which   is
          substantially in the form of the form of contract or  the  form  of
          invoice  (in  the  case  of any open account agreement)  previously
          approved by the Agent; (b) which, together with such Receivable, is
          in  full  force  and effect and constitutes the  legal,  valid  and
          binding  obligation  of the Obligor of such  Receivable  to  pay  a
          determinable  amount; (c) the terms of which  do  not  require  the
          consent  of  the Obligor to sell or assign; and (d)  which  is  not
          subject  to any dispute, offset, counterclaim or defense whatsoever
          (except the potential discharge in bankruptcy of such Obligor);

                     (x)   which, together with the Contract related thereto,
          does  not  contravene in any material respect any  laws,  rules  or
          regulations  applicable  thereto  (including,  without  limitation,
          laws, rules and regulations relating to usury, consumer protection,
          truth in lending, fair credit billing, fair credit reporting, equal
          credit opportunity, fair debt collection practices and privacy) and
          with  respect to which no party to the Contract related thereto  is
          in  violation  of any such law, rule or regulation in any  material
          respect;

                    (xi)  which (a) satisfies all applicable requirements  of
          the  Credit and Collection Policy and (b) complies with such  other
          criteria  and  requirements  (other  than  those  relating  to  the
          collectibility of such Receivable) as the Agent may  from  time  to
          time specify to the Seller upon 30 days' notice; and

                   (xii)  as to which, at or prior to the time of the initial
          creation of an interest therein under the Agreement, the Agent  has
          not  notified  the  Seller  that  such  Receivable  (or  class   of
          Receivables)  is no longer acceptable for purchase  by  the  Issuer
          hereunder.

       "ERISA" means the Employee Retirement Income Security Act of 1974,  as
amended from time to time, and the regulations promulgated and rulings issued
thereunder.

       "Eurocurrency Liabilities" has the meaning assigned to  that  term  in
Regulation D of the Board of Governors of the Federal Reserve System,  as  in
effect from time to time.
<PAGE>
       "Eurodollar  Rate" means, for any Fixed Period, an interest  rate  per
annum  (expressed  as  a decimal and rounded upwards, if  necessary,  to  the
nearest  one hundredth of a percentage point) equal to the offered  rate  per
annum  for  deposits in U.S. dollars in a principal amount of not  less  than
$1,000,000 for such Fixed Period as of 11:00 A.M., London time, two  Business
Days  before the first day of such Fixed Period, which appears on the display
designated as "Page 3750" on the Telerate Service (or such other page as  may
replace  "Page  3750"  on that service for the purpose of  displaying  London
interbank offered rates of major banks) (the "Telerate LIBO Page");  provided
that if on any Business Day on which the Eurodollar Rate is to be determined,
no offered rate appears on the Telerate LIBO Page, the Agent will request the
principal  London office of each of Societe Generale and Chemical  Bank  (the
"Eurodollar  Reference Banks"), to provide the Agent with  its  quotation  at
approximately 11:00 A.M., London time, on such date of the rate per annum  it
offers  to  prime banks in the London interbank market for deposits  in  U.S.
dollars  for the requested Fixed Period in an amount substantially  equal  to
the  Capital  associated with such Fixed Period and, if these two  quotations
are  provided,  the  Eurodollar Rate shall be equal to the  average  (rounded
upwards, if necessary, to the nearest one hundredth of a percentage point) of
such  rates;  if  the  Eurodollar  Reference  Banks  do  not  furnish  timely
information  to  the  Agent  for determining the Eurodollar  Rate,  then  the
Eurodollar  Rate shall be considered to be the Alternate Base Rate  for  such
Fixed Period.

       "Eurodollar  Rate Reserve Percentage" of any Investor  for  any  Fixed
Period  in  respect of which Yield is computed by reference to the Eurodollar
Rate  means  the reserve percentage applicable two Business Days  before  the
first day of such Fixed Period under regulations issued from time to time  by
the  Board of Governors of the Federal Reserve System (or any successor)  (or
if  more  than one such percentage shall be applicable, the daily average  of
such  percentages for those days in such Fixed Period during which  any  such
percentage  shall  be  so  applicable) for determining  the  maximum  reserve
requirement  (including, without limitation, any emergency,  supplemental  or
other  marginal  reserve  requirement) for  such  Investor  with  respect  to
liabilities or assets consisting of or including Eurocurrency Liabilities (or
with  respect to any other category of liabilities that includes deposits  by
reference  to  which  the  interest  rate  on  Eurocurrency  Liabilities   is
determined) having a term equal to such Fixed Period.

      "Event of Termination" has the meaning specified in Exhibit V.
<PAGE>
       "Facility Termination Date" means the earliest of (a) March 2, 1997 or
(b) the date determined pursuant to Section 2.02 or (c) the date the Purchase
Limit  reduces  to zero pursuant to Section 1.01(b) or (d) the  Business  Day
which  the  Seller so designates by notice to the Agent at least 60  days  in
advance for such Receivable Interest. The date set forth in clause (a)  above
may be extended pursuant to Section 4.09 of the Agreement.

      "Federal Funds Rate" means, with respect to any day, the rate set forth
in  H.15(519)  for that day opposite the caption "Federal Funds (Effective)".
If  on  any  date of determination, such rate is not published in  H.15(519),
such  rate  will be the rate set forth in Composite 3:30 P.M. Quotations  for
U.S.   Government  Securities  for  that  day  under  the  caption   "Federal
Funds/Effective Rate".  If on any date of determination, the appropriate rate
is  not  published in either H.15(519) or Composite 3:30 P.M. Quotations  for
U.S.  Government  Securities, such rate will be the arithmetic  mean  of  the
rates  for the last transaction in overnight Federal funds arranged by  three
leading brokers of Federal funds transactions in New York City prior to  9:00
a.m., New York City time, on that day.

      "Fixed Period" means with respect to any Receivable Interest:

                 (a)  initially the period commencing on the date of purchase
          of  such Receivable Interest and ending such number of days as  the
          Seller  shall  select and the Agent shall approve pursuant  to  Sec
          tion 1.02, up to 180 days from such date; and

                (b)  thereafter each period commencing on the last day of the
          immediately preceding Fixed Period for such Receivable Interest and
          ending  such number of days (not to exceed 180 days) as the  Seller
          shall  select and the Agent shall approve on notice by  the  Seller
          received by the Agent (including notice by telephone, confirmed  in
          writing)  not  later than 11:00 A.M. (New York City time)  on  such
          last  day,  except that if the Agent shall not have  received  such
          notice  or  approved such period on or before 11:00 A.M. (New  York
          City time) on such last day, such period shall be one day;

provided that
<PAGE>
                (i) any Fixed Period in respect of which Yield is computed by
          reference  to the Assignee Rate shall be a period from one  to  and
          including 29 days, or a period of one, two or three months, as  the
          Seller may select as provided above;

                    (ii) any Fixed Period (other than of one day) which would
          otherwise  end  on  a  day which is not a  Business  Day  shall  be
          extended to the next succeeding Business Day (provided, however, if
          Yield  in respect of such Fixed Period is computed by reference  to
          the Eurodollar Rate, and such Fixed Period would otherwise end on a
          day  which  is  not  a  Business Day, and there  is  no  subsequent
          Business  Day  in the same calendar month as such day,  such  Fixed
          Period shall end on the next preceding Business Day);

                    (iii) in the case of any Fixed Period of one day, (A)  if
          such  Fixed  Period is the initial Fixed Period  for  a  Receivable
          Interest,  such Fixed Period shall be the day of purchase  of  such
          Receivable  Interest; (B) any subsequently occurring  Fixed  Period
          which  is one day shall, if the immediately preceding Fixed  Period
          is more than one day, be the last day of such immediately preceding
          Fixed Period, and, if the immediately preceding Fixed Period is one
          day,  be  the  day next following such immediately preceding  Fixed
          Period;  and  (C) if such Fixed Period occurs on a day  immediately
          preceding  a  day  which is not a Business Day, such  Fixed  Period
          shall be extended to the next succeeding Business Day; and

            (iv) in the case of any Fixed Period for any Receivable Interest
which commences before the Termination Date for such Receivable Interest and
would otherwise end on a date occurring after such Termination Date, such
Fixed Period shall end on such Termination Date and the duration of each
Fixed Period which commences on or after the Termination Date for such
Receivable Interest shall be of such duration as shall be selected by the
Agent.

      "Investment Grade" means, with respect to any entity's long-term
public senior securities, a rating of at least BBB- by Standard & Poor's
Corporation or BBB- by Duff & Phelps Credit Rating Co. or BBB- by Fitch
Investors Service, Inc.; provided, that if such entity's long-term public
senior  securities are rated by more than one of the rating agencies set
forth above,
<PAGE>
then each rating agency which rates such securities shall have given them a
rating at least equal to the categories specified above.
       "Investor"means the Issuer and all other owners by assignment or
otherwise of a Receivable Interest or any interest therein and, to the extent
of the undivided interests so purchased, shall include any participants.

       "Investor Account" means the special account (account number
322-2-66495) maintained at the office of Chemical Bank in New York for the
benefit of the Investors.
       "Investor Rate" for any Fixed Period for any Receivable
Interest means, to the extent the Issuer funds such Receivable Interest for
such Fixed Period by issuing commercial paper, the rate (or if more than one
rate, the weighted average of the rates) at which commercial paper notes of
the Issuer having a term equal to such Fixed Period and to be issued to fund
such Receivable Interest may be sold by any placement agent or commercial
paper dealer selected by the Agent on behalf of the Issuer, as agreed between
each such agent or dealer and the Agent and notified by the Agent to the
Collection Agent; provided if the rate (or rates) as agreed between any such
agent or dealer and the Agent with regard to any Fixed Period for any
Receivable Interest is a discount rate (or rates), then such rate shall be
the rate (or if more than one rate, the weighted average of the rates)
resulting from converting such discount rate (or rates) to an interest-
bearing equivalent rate per annum.

        "Issuer" means Renaissance Asset Funding Corp. and any successor or
assign of the Issuer that is a receivables investment company which in the
ordinary course of its business issues commercial paper or other securities
to fund its acquisition and maintenance of receivables.

        "Liquidation Day" means, for any Receivable Interest, (i) each day
during a Settlement Period for such Receivable Interest on which the conditions
set forth in paragraph 2 of Exhibit II are not satisfied, and (ii) each day
which occurs on or after the Termination Date for such Receivable Interest.

    "Liquidation Fee"  means, for any Fixed Period during which a Liquidation
Day occurs, the amount, if any, by which (i) the additional Yield (calculated
without taking into account any Liquidation Fee or any shortened duration
of such Fixed Period pursuant to clause (iv) of the definition thereof)
which would have accrued during such Fixed Period on the reductions of
<PAGE>
Capital of the Receivable Interest relating to such Fixed Period had such
reductions remained as Capital, exceeds (ii) the income, if any, received by
the Investors' investing the proceeds of such reductions of Capital.

    "Loss Horizon Ratio" means, on any date the ratio (expressed as a
percentage) computed as of the last day of each calendar month by dividing (i)
the sum of the "Total Revenues" as defined in the Seller's Monthly Revenue
Adjustment Report for each of the preceding three calendar months by
(ii) the Net Receivables Pool Balance on such day.

     "Loss Percentage" means, for any Receivable Interest on any date, the
greater of (a) 10.0% or (b) the product of 2.25, the highest Aged Receivable
Ratio during the previous twelve months and the Loss Horizon Ratio on such
date.

     "Loss Reserve" means, for any
Receivable Interest on any date, an amount equal to

                              LP x (C + YR)

     where:

          LP =  the Loss Percentage for such Receivable Interest
                on such date.

           C =  the Capital of such Receivable Interest at the
                close of business of the Collection Agent on such
                date.

          YR =  the Yield Reserve for such Receivable Interest on
                such date.

      "Monthly Revenue Adjustment Report" means a report, in
substantially the form of Annex F, furnished by the Seller to the Agent.

     "Net Receivables Pool Balance" means at any time the Outstanding
Balance of Eligible Receivables then in the Receivables Pool (i) reduced by
the aggregate amount by which the Outstanding Balance of Eligible Receivables of
each Obligor then in the Receivables Pool exceeds the product of (a) the
Normal Concentration Percentage for such Obligor multiplied by (b) the
<PAGE>
Outstanding Balance of the Eligible Receivables then in the Receivables Pool
and (ii) increased by the sum of (a) an amount equal to the lesser of (x)
2.5% of the Outstanding Balance of all Eligible Receivables then in the
Receivables Pool and (y) the Outstanding Balance of all Receivables which are
generated through a shipment routing involving an interline carrier and (b)
an amount equal to the lesser of (x) 10% of the Outstanding Balance of all
Eligible Receivables then in the Receivables Pool and (y) an amount equal to
the Outstanding Balance of all Receivables which would otherwise be Eligible
Receivables but which are required to be paid in full within 31 to 60 days of
the original billing date therefor.

    "Normal Concentration Percentage" for any Obligor means at any
time 2%, provided that in the case of an Obligor with any Affiliated Obligor,
the Normal Concentration Percentage shall be calculated as if such Obligor and
such Affiliated Obligor are one Obligor.

    "Obligor" means a Person obligated to make payments pursuant to a Contract.

    "Outstanding Balance" of any Receivable at any time means the then
outstanding principal balance thereof.

    "Parent" means Arkansas Best Corporation, a Delaware corporation.

    "Parent Undertaking Agreement" means an agreement substantially
in the form of Annex D hereto.

    "Person" means an individual, partnership, corporation (including a
business trust), joint stock company, trust, unincorporated association,
joint venture or other entity, or a government or any political subdivision
 or agency thereof.

    "Pool Receivable" means a Receivable in the Receivables Pool. 

    "Purchase Limit" means $55,000,000, as such amount may be
reduced pursuant to Section 1.01.  References to the unused portion of the
Purchase Limit shall mean, at any time, the Purchase Limit, as then reduced
pursuant to Section 1.01(b) or pursuant to the next sentence, minus the sum
of the then outstanding Capital of Receivable Interests under the Agreement
and the then outstanding "Capital" of "Receivable Interests"
<PAGE>
under the Alternate Receivables Purchase Agreement.  Furthermore, on each day
on which the Seller reduces the unused portion of (or terminates) the
"Commitment" under the Alternate Receivables Purchase Agreement, the Purchase
Limit automatically shall reduce by the same amount (or so terminate).
"Receivable" means the indebtedness of any Obligor under a Contract, and
includes the right to payment of any interest or finance charges and other
obligations of such Obligor with respect thereto. 
    "Receivable Interest" means, at any time, an undivided percentage
ownership interest in (i) all then outstanding Pool Receivables arising prior to
the time of the most recent computation or recomputation of such undivided
percentage interest pursuant to Section 1.03, (ii) all Related Security with
respect to such Pool Receivables, and (iii) all Collections with respect to,
and other proceeds of, such Pool Receivables and Related Security.  Such
undivided percentage interest shall be computed as

                          C + YR + LR + CAFR
                          ------------------
                                 NRPB

      where:         C  =  the Capital of such Receivable Interest at the
                           time of computation. 

                    YR  =  the Yield Reserve of such Receivable Interest at
                           the time of computation.

                    LR  =  the Loss Reserve of such Receivable Interest at
                           the time of computation.

                  CAFR  =  the Collection Agent Fee Reserve of such
                           Receivable Interest at the time
                           of computation.

                  NRPB  =  the Net Receivables Pool Balance at the
                           time of computation.

Each Receivable Interest shall be determined from time to time pursuant to
the provisions of Section 1.03.
<PAGE>
      "Receivables Pool" means at any time the aggregation of each then
outstanding Receivable in respect of which the Obligor is a Designated
Obligor at such time or was a Designated Obligor on the date of the initial
creation of an interest in such Receivable under the Agreement or the
Alternate Receivables Purchase Agreement.

      "Related Security" means with respect to any Receivable:

         (i)  all security interests or liens and property subject thereto 
    from time to time purporting to secure payment of such Receivable,
    whether pursuant to the Contract related to such Receivable or otherwise,
    together with all financing statements signed by an Obligor describing any
    collateral securing such Receivable; and 

        (ii)  all guaranties, insurance and other agreements or
    arrangements of whatever character from time to time supporting or
    securing payment of such Receivable whether pursuant to the Contract
    related to such Receivable or otherwise.

      "Seller Report" means a report, in substantially the form of
Annex A hereto (with such changes as the Agent may request from time to
time), furnished bythe Collection Agent to the Agent pursuant to the
Collection Agent Agreement.

      "Settlement Period" for any Receivable Interest means each period
commencing on the first day and ending on the last day of each Fixed Period
for such Receivable Interest and, on and after the Termination Date for such
Receivable Interest, such period (including, without limitation, a period of
one day) as shall be selected from time to time by the Agent or, in the
absence of any such selection, each period of thirty days from the last day
of the immediately preceding Settlement Period.

    "Termination Date" for any Receivable Interest means the earliest of
(i) the Business Day which the Agent so designates by notice to the Seller at
least one Business Day in advance for such Receivable Interest and
(ii) the Facility Termination Date.

    "UCC" means the Uniform Commercial Code as from time to time in effect
in the specified jurisdiction.
<PAGE>
    "Yield" means:

      (i)  for each Receivable Interest for any Fixed Period to the
extent the Issuer will be funding such Receivable Interest during
such Fixed Period through the issuance of commercial paper,

                          IR x C x ED+ LF
                          ---------------
                                360

     (ii)  for each Receivable Interest for any Fixed Period to the
extent the Investors will not be funding such Receivable Interest during
such Fixed Period through the issuance of commercial paper,

                          AR x C x ED  + LF
                          -----------------
                                360

      where:

             AR =  the Assignee Rate for such Receivable Interest
                   for such Fixed Period

             C  =  the Capital of such Receivable Interest
                   during such Fixed Period

             IR =  the Investor Rate for such Receivable
                   Interest for such Fixed Period

             ED =  the actual number of days
                   elapsed during such Fixed Period

             LF =  the Liquidation Fee, if such Receivable
                   Interest for such Fixed Period;

provided that no provision of the Agreement shall require the payment or
permit the collection of Yield in excess of the maximum permitted by
applicable law; and provided further that Yield for any Receivable
Interest shall not be considered paid by any distribution to the extent
that at any time all or a portion of such distribution is rescinded or must
otherwise be returned for any reason.
<PAGE>
      "Yield Reserve" for any Receivable Interest at any time means the
sum of (i) the Liquidation Yield at such time for such Receivable Interest,
and (ii) the then accrued and unpaid Yield for such Receivable Interest.  For
purposes of this definition,

      (a) "Liquidation Yield" means, for any Receivable Interest on any
date, an amount equal to the Rate Variance Factor on such date multiplied
by the product of (i) the Capital of such Receivable Interest on such date
and (ii) the product of (a) the Alternate Base Rate for such Receivable
Interest for a 30-day Fixed Period deemed to commence on such date and
(b) a fraction having the sum of the Average Maturity plus the Collection
Delay Period (each as in effect at such date) as its numerator and 360
as its denominator; and
      (b) "Rate Variance Factor" means a number greater than one that
reflects the potential variance in selected interest rates over a period
of time designated by the Agent, as computed by the Collection Agent
each month and set forth in the Seller Report in accordance with the
provisions thereof; provided that the factors used in computing the
"Rate Variance Factor" may be changed from time to time upon at least
five days' prior notice to the Collection Agent.

                          - - - - - -

      Other Terms.  All accounting terms not specifically defined herein
shall be construed in accordance with generally accepted accounting
principles.  All terms used in Article 9 of the UCC in the State of New
York, and not specifically defined herein, are used herein as defined
in such Article 9.
<PAGE>
                                EXHIBIT II

                           CONDITIONS OF PURCHASES


       1.  Conditions Precedent to Initial Purchase.  The initial purchase of
a  Receivable  Interest  under the Agreement is  subject  to  the  conditions
precedent  that the Agent shall have received on or before the date  of  such
purchase the following, each (unless otherwise indicated) dated such date, in
form and substance satisfactory to the Agent:

       (a)   Certified copies of the resolutions of the Board of Directors of
the  Seller  approving the Agreement and certified copies  of  all  documents
evidencing  other necessary corporate action and governmental  approvals,  if
any, with respect to the Agreement.

       (b)   Certified copies of the resolutions of the Board of Directors of
the Parent approving the Parent Undertaking Agreement and certified copies of
all  documents  evidencing other necessary corporate action and  governmental
approvals, if any, with respect to the Parent Undertaking Agreement.

       (c)    A  certificate of the Secretary or Assistant Secretary  of  the
Seller certifying the names and true signatures of the officers of the Seller
authorized  to sign the Agreement and the other documents to be delivered  by
it hereunder.

       (d)    A  certificate of the Secretary or Assistant Secretary  of  the
Parent  certifying  the  names and true signatures of  the  officers  thereof
authorized to sign the Parent Undertaking Agreement.

       (e)    Acknowledgment copies, or time stamped receipt copies of proper
financing  statements,  duly filed on or before  the  date  of  such  initial
purchase under the UCC of all jurisdictions that the Agent may deem necessary
or  desirable in order to perfect the ownership interests contemplated by the
Agreement.

       (f)    Acknowledgment copies, or time stamped receipt copies of proper
financing statements, if any, necessary to release all security interests and
other  rights of any Person in the Receivables, Contracts or Related Security
previously granted by the Seller.
<PAGE>
       (g)    Completed requests for information, dated on or before the date
of such initial purchase, listing the financing statements referred to in sub
section (e) above and all other effective financing statements filed  in  the
jurisdictions  referred to in subsection (e) above that name  the  Seller  as
debtor,  together  with copies of such other financing  statements  (none  of
which shall cover any Receivables, Contracts or Related Security).

       (h)   A favorable opinion of Richard F. Cooper, Esq., in house counsel
for  the  Seller, substantially in the form of Annex C hereto and as to  such
other matters as the Agent may reasonably request.

       (i)   A favorable opinion of Richard F. Cooper, Esq., in house counsel
for  the  Parent, substantially in the form of Annex E hereto and as to  such
other matters as the Agent may reasonably request.

      (j)   The Collection Agent Agreement.

       (k)    The  fee  agreement referred to in Section 1.05, together  with
payment  of  all fees referred to therein which are due and payable  on  such
date.

      (l)   The Parent Undertaking Agreement, duly executed by the Parent.

       (m)    Satisfactory  results of a review and  audit  of  the  Seller's
collection,  operating and reporting systems, Credit and  Collection  Policy,
historical receivables data and accounts.

      (n)   A copy of the executed Collection Account Agreement.

      (o)   A listing by invoice, on computer tape, of all Pool Receivables.

       2.   Conditions  Precedent to All Purchases and  Reinvestments.   Each
purchase  (including  the initial purchase) and each  reinvestment  shall  be
subject to the further conditions precedent that

       (a)  in  the  case of each purchase, the Collection Agent  shall  have
delivered  to  the Agent on or prior to such purchase, in form and  substance
satisfactory to the Agent, a completed Seller Report as of the previous month
<PAGE>
end, dated within three days  prior to the date of such purchase together
with a summary of all  Pool Receivables  (and,  if requested by the Agent,
a listing  by  invoice  or  by Obligor),  and such additional information
as may reasonably be requested by the Agent,

       (b)  on  the  date  of  such  purchase or reinvestment  the  following
statements shall be true (and acceptance of the proceeds of such purchase  or
reinvestment shall be deemed a representation and warranty by the Seller that
such statements are then true):

            (i)  The representations and warranties contained in Exhibit  III
     are  correct  on and as of the date of such purchase or reinvestment  as
     though made on and as of such date,

           (ii)  No event has occurred and is continuing, or would result
     from  such  purchase  or  reinvestment, that  constitutes  an  Event  of
     Termination or that would constitute an Event of Termination but for the
     requirement that notice be given or time elapse or both,

          (iii)  All of the Parent's long-term public debt securities, if
     any,  and  convertible preferred securities are rated Investment  Grade;
     provided  that  if  the Parent does not have any such  rated  securities
     outstanding, the Agent has determined, in its sole discretion,  that  if
     the  Parent did have such securities, that they would receive  at  least
     such a rating,

           (iv)   The  Agent shall not have given the Seller at least  one
     Business   Day's   notice  that  the  Investors  have   terminated   the
     reinvestment of Collections in Receivable Interests, and

       (c)  the  Agent shall have received such other approvals, opinions  or
documents as it may reasonably request.
<PAGE>
                                 EXHIBIT III

                       REPRESENTATIONS AND WARRANTIES


      The Seller represents and warrants as follows:

       (a)   The  Seller is a corporation duly incorporated, validly existing
and in good standing under the laws of Delaware, and is duly qualified to  do
business, and is in good standing, in every jurisdiction where the nature  of
its business requires it to be so qualified.

       (b)   The  execution, delivery and performance by the  Seller  of  the
Agreement and the other documents to be delivered by it thereunder, including
the  Seller's  use  of the proceeds of purchases and reinvestments,  (i)  are
within  the Seller's corporate powers, (ii) have been duly authorized by  all
necessary corporate action, (iii) do not contravene (1) the Seller's  charter
or by-laws, (2) any law, rule or regulation applicable to the Seller, (3) any
contractual restriction binding on or affecting the Seller or its property or
(4)  any  order, writ, judgment, award, injunction or decree  binding  on  or
affecting  the Seller or its property, and (iv) do not result in  or  require
the  creation  of any lien, security interest or other charge or  encumbrance
upon  or with respect to any of its properties.  The Agreement has been  duly
executed and delivered by the Seller.

       (c)  No authorization or approval or other action by, and no notice to
or filing with, any governmental authority or regulatory body is required for
the due execution, delivery and performance by the Seller of the Agreement or
any other document to be delivered thereunder.

       (d)  The Agreement constitutes the legal, valid and binding obligation
of the Seller enforceable against the Seller in accordance with its terms.

       (e)   The  balance  sheets of the Seller and its  subsidiaries  as  at
December 31, 1992, and the related statements of income and retained earnings
of  the Seller and its subsidiaries for the fiscal year then ended, copies of
which  have  been  furnished  to  the Agent,  fairly  present  the  financial
condition of the Seller and its subsidiaries as at such date and the  results
of  the operations of the Seller and its subsidiaries for the period ended on
such  date,  all in accordance with generally accepted accounting  principles
consistently applied, and since
<PAGE>
December  31, 1992 there has been no material adverse change in the business,
operations, property or financial or other condition of the Seller.

       (f)   There is no pending or threatened action or proceeding affecting
the  Seller or any of its subsidiaries before any court, governmental  agency
or  arbitrator which may materially adversely affect the financial  condition
or  operations of the Seller or any of its subsidiaries or the ability of the
Seller  to perform its obligations under the Agreement, or which purports  to
affect the legality, validity or enforceability of the Agreement.

       (g)   No  proceeds of any purchase or reinvestment  will  be  used  to
acquire  any  equity  security of a class which  is  registered  pursuant  to
Section 12 of the Securities Exchange Act of 1934.

       (h)   The  Seller  is  the  legal and beneficial  owner  of  the  Pool
Receivables  and Related Security free and clear of any Adverse  Claim;  upon
each  purchase  or  reinvestment, the Investors shall  acquire  a  valid  and
perfected  first  priority  undivided percentage ownership  interest  to  the
extent  of  the  pertinent Receivable Interest in each Pool  Receivable  then
existing  or  thereafter arising and in the Related Security and  Collections
with  respect thereto.  No effective financing statement or other  instrument
similar in effect covering any Contract or any Pool Receivable or the Related
Security  or  Collections with respect thereto is on file  in  any  recording
office, except those filed in favor of the Agent relating to the Agreement.

       (i)   Each  Seller Report (if prepared by the Seller  or  one  of  its
Affiliates,  or to the extent that information contained therein is  supplied
by  the  Seller or an Affiliate), information, exhibit, financial  statement,
document, book, record or report furnished or to be furnished at any time  by
or  on behalf of the Seller to the Agent or the Investors in connection  with
the  Agreement is or will be accurate in all material respects as of its date
or  (except as otherwise disclosed to the Agent or the Investors, as the case
may  be,  at  such  time) as of the date so furnished, and no  such  document
contains or will contain any untrue statement of a material fact or omits  or
will  omit to state a material fact necessary in order to make the statements
contained  therein, in the light of the circumstances under which  they  were
made, not misleading.

       (j)  The principal place of business and chief executive office of the
Seller and the office where the Seller keeps its records concerning the  Pool
Receivables  are  located at the address or addresses  referred  to  in  para
graph (b) of Exhibit IV.
<PAGE>
                                 EXHIBIT IV

                                  COVENANTS


       Covenants of the Seller.  Until the latest of the Facility Termination
Date,  the  date  on which no Capital of or Yield on any Receivable  Interest
shall  be  outstanding  or  the date all other amounts  owed  by  the  Seller
hereunder to the Investors or the Agent shall be paid in full:

      (a)  Compliance with Laws, Etc.  The Seller will comply in all material
respects with all applicable laws, rules, regulations and orders and preserve
and maintain its corporate existence, rights, franchises, qualifications, and
privileges except to the extent that the failure so to comply with such laws,
rules  and  regulations  or  the failure so to  preserve  and  maintain  such
existence,  rights,  franchises, qualifications,  and  privileges  would  not
materially adversely affect the collectibility of the Receivables Pool or the
ability of the Seller to perform its obligations under the Agreement  or  the
Collection Agent Agreement.

       (b)  Offices, Records and Books of Account.  The Seller will keep  its
principal  place of business and chief executive office and the office  where
it  keeps its records concerning the Pool Receivables at the address  of  the
Seller  set  forth under its name on the signature page to the Agreement  or,
upon  30  days' prior written notice to the Agent, at any other locations  in
jurisdictions where all actions reasonably requested by the Agent to  protect
and  perfect  the  interest  in  the Pool Receivables  have  been  taken  and
completed.   The  Seller also will maintain and implement administrative  and
operating  procedures (including, without limitation, an ability to  recreate
records evidencing Pool Receivables and related Contracts in the event of the
destruction  of the originals thereof), and keep and maintain all  documents,
books,  records and other information reasonably necessary or  advisable  for
the  collection  of  all  Pool  Receivables (including,  without  limitation,
records  adequate to permit the daily identification of each Pool  Receivable
and all Collections of and adjustments to each existing Pool Receivable).

        (c)   Performance  and  Compliance  with  Contracts  and  Credit  and
Collection Policy.  The Seller will, at its expense, timely and fully perform
and  comply  with  all  material  provisions, covenants  and  other  promises
required  to  be  observed  by it under the Contracts  related  to  the  Pool
Receivables, and timely and
<PAGE>
fully  comply in all material respects with the Credit and Collection  Policy
in regard to each Pool Receivable and the related Contract.

      (d)  Sales, Liens, Etc.  The Seller will not sell, assign (by operation
of  law  or otherwise) or otherwise dispose of, or create or suffer to  exist
any Adverse Claim upon or with respect to, the Seller's undivided interest in
any  Pool  Receivable, Related Security, related Contract or Collections,  or
upon  or  with respect to any account to which any Collections  of  any  Pool
Receivable  are  sent,  or  assign any right to  receive  income  in  respect
thereof.

       (e)  Extension or Amendment of Receivables.  Except as provided in the
Collection Agent Agreement, the Seller will not extend the maturity or adjust
the Outstanding Balance or otherwise modify the terms of any Pool Receivable,
or  amend,  modify  or  waive any term or condition of any  Contract  related
thereto.

       (f)   Change in Business or Credit and Collection Policy.  The  Seller
will  not  make any change in the character of its business or in the  Credit
and  Collection  Policy  that  would, in either case,  adversely  affect  the
collectibility  of  the  Receivables Pool or the ability  of  the  Seller  to
perform  its  obligations  under  the  Agreement  or  the  Collection   Agent
Agreement.   The  Seller shall not make any other change  without  the  prior
written  consent  of  the Agent and the Seller shall  notify  the  Agent  ten
Business  Days  in  advance of any such proposed change  in  the  Credit  and
Collection Policy.

       (g)   Audits.   The  Seller will, from time  to  time  during  regular
business hours as requested by the Agent, permit the Agent, or its agents  or
representatives,  (i) to examine and make copies of and  abstracts  from  all
books,  records and documents (including, without limitation, computer  tapes
and  disks) in the possession or under the control of the Seller relating  to
Pool Receivables and the Related Security, including, without limitation, the
related Contracts, and (ii) to visit the offices and properties of the Seller
for  the  purpose of examining such materials described in clause (i)  above,
and  to discuss matters relating to Pool Receivables and the Related Security
or  the Seller's performance hereunder or under the Contracts with any of the
officers or employees of the Seller having knowledge of such matters.

       (h)   Change in Payment Instructions to Obligors.  The Seller will not
make any change in its instructions to Obligors regarding payments to be
<PAGE>
made directly to the Seller or payments to be made directly to the Collection
Account without the prior written consent of the Agent.

       (i)  Deposits to Collection Account.  Except as otherwise provided  in
the  Credit and Collection Policy, the Seller will cause each of the Seller's
terminal  managers  to  deposit all Collections of Pool Receivables  received
with  the  Seller's  local bank within one Business Day after  receipt.   The
Seller  will  deposit  or  cause to be deposited, such  Collections  of  Pool
Receivables  into the Collection Account within two Business Days  after  the
deposit into such local bank accounts.

       (j)  Marking of Records.  At the request of the Agent, the Seller will
mark,  at  its  expense, its master data processing records  evidencing  Pool
Receivables  and  related Contracts with a legend evidencing that  Receivable
Interests  related to such Pool Receivables and related Contracts  have  been
sold in accordance with the Agreement.

       (k)  Reporting Requirements.  The Seller will provide to the Agent (in
multiple copies, if requested by the Agent) the following:

            (i)   as soon as available and in any event within 45 days  after
     the  end  of the first three quarters of each fiscal year of the  Parent
     and of the Seller, a copy of the Parent's quarterly report on Form 10-Q,
     filed with the Securities and Exchange Commission certified by the chief
     financial officer of the Parent, a balance sheet of the Seller as of the
     end of such quarter, and a statement of income and retained earnings  of
     the  Seller for the period commencing at the end of the previous  fiscal
     year  and  ending with the end of such quarter, certified by  the  chief
     financial officer of the Seller;

            (ii)   as soon as available and in any event within  90  days
     after  the end of each fiscal year of the Seller a balance sheet of  the
     Seller for such year and a statement of income and retained earnings  of
     the  Seller  for such year audited by Ernst & Young or other independent
     public accountants acceptable to the Agent;

           (iii)   as soon as possible and in any event within five  days
     after  the occurrence of each Event of Termination or event which,  with
     the  giving  of  notice or lapse of time, or both, would  constitute  an
     Event of Termination, a statement of the chief financial officer of  the
<PAGE>
     Seller setting forth details of such Event of Termination or event and
     the action that the Seller has taken and proposes to take with respect
     thereto;

            (iv)  promptly after the sending or filing thereof, copies  of
     all  reports  that the Seller sends to any of its security holders,  and
     copies of all reports and registration statements that the Seller or any
     subsidiary  files  with the Securities and Exchange  Commission  or  any
     national securities exchange;

             (v)  promptly after the filing or receiving thereof, copies of
     all  reports  and notices that the Seller or any Affiliate  files  under
     ERISA  with the Internal Revenue Service or the Pension Benefit Guaranty
     Corporation  or the U.S. Department of Labor or that the Seller  or  any
     Affiliate  receives from any of the foregoing or from any  multiemployer
     plan  (within the meaning of Section 4001(a)(3) of ERISA) to  which  the
     Seller  or any Affiliate is or was, within the preceding five  years,  a
     contributing  employer, in each case in respect  of  the  assessment  of
     withdrawal  liability  or  an event or condition  which  could,  in  the
     aggregate,  result in the imposition of liability on the  Seller  and/or
     any such Affiliate in excess of $1,000,000;

            (vi)   at least ten Business Days prior to any change  in  the
     Seller's  name,  a notice setting forth the new name and  the  effective
     date thereof;

           (vii)  such other information respecting the Receivables or the
     condition or operations, financial or otherwise, of the Seller or any of
     its subsidiaries as the Agent may from time to time reasonably request;

          (viii)   promptly  after the Seller obtains knowledge  thereof,
     notice of any litigation, investigation or proceeding which may exist at
     any  time between the Seller and any governmental authority or any other
     third party which, if not cured or if adversely determined, as the  case
     may   be,  would  have  a  material  adverse  effect  on  the  business,
     operations, property or financial or other condition of the Seller; and

            (ix)   promptly  after  the occurrence thereof,  notice  of  a
     material  adverse  change  in  the  business,  operations,  property  or
     financial or other condition of the Seller.
<PAGE>
                                  EXHIBIT V

                            EVENTS OF TERMINATION


      Each of the following shall be an "Event of Termination":

       (a)   The  Collection Agent (if the Seller or any of  its  Affiliates)
(i)  shall  fail to perform or observe any term, covenant or agreement  under
the Agreement or under the Collection Agent Agreement (other than as referred
to  in  clause  (ii)  of  this paragraph (a)) and such failure  shall  remain
unremedied  for three Business Days or (ii) shall fail to make when  due  any
payment  or  deposit to be made by it under the Agreement or  the  Collection
Agent Agreement; or

       (b)  The Seller shall fail (i) to transfer to the Agent when requested
any  rights,  pursuant  to the Agreement or the Collection  Agent  Agreement,
which  the  Seller then has as Collection Agent, or (ii) to make any  payment
required under Section 1.04; or

       (c)   Any representation or warranty made or deemed made by the Seller
or  the  Parent  (or  any  of  its their respective  officers)  under  or  in
connection  with  the Agreement or the Parent Undertaking  Agreement  or  any
information  or report delivered by the Seller pursuant to the  Agreement  or
the  Parent pursuant to the Parent Undertaking Agreement shall prove to  have
been incorrect or untrue in any material respect when made or deemed made  or
delivered; or

       (d)   The  Seller  shall fail to perform or observe  any  other  term,
covenant  or agreement contained in the Agreement on its part to be performed
or  observed and any such failure shall remain unremedied for 10  days  after
written notice thereof shall have been given to the Seller by the Agent  (or,
with  respect  to  a  failure to deliver the Seller Report  pursuant  to  the
Agreement or the Collection Agent Agreement, as the case may be, such failure
shall remain unremedied for five days, without a requirement for notice); or

       (e)  The Seller or any of its subsidiaries or the Parent shall fail to
pay  any  principal  of or premium or interest on any of its  Debt  which  is
outstanding  in  a principal amount of at least $5,000,000, individually,  or
when  aggregated with all such Debt so in default when the same  becomes  due
and   payable   (whether   by   scheduled  maturity,   required   prepayment,
<PAGE>
acceleration, demand or otherwise), and such failure shall continue after the
applicable  grace  period, if any, specified in the agreement  or  instrument
relating  to  such  Debt; or any other event shall occur or  condition  shall
exist under any agreement or instrument relating to Debt which is outstanding
in  a principal amount of at least $5,000,000 individually or when aggregated
with  all  such  Debt so in default and shall continue after  the  applicable
grace  period,  if  any, specified in such agreement or  instrument,  if  the
effect  of  such  event  or  condition is to accelerate,  or  to  permit  the
acceleration  of,  the  maturity of such Debt; or  any  such  Debt  shall  be
declared  to be due and payable, or required to be prepaid (other than  by  a
regularly  scheduled  required  prepayment), prior  to  the  stated  maturity
thereof; or

       (f)   Any purchase or any reinvestment pursuant to the Agreement shall
for any reason (other than pursuant to the terms hereof) cease to create,  or
any  Receivable  Interest  shall for any reason cease  to  be,  a  valid  and
perfected  first  priority  undivided percentage ownership  interest  to  the
extent  of  the  pertinent  Receivable  Interest  in  each  applicable   Pool
Receivable and the Related Security and Collections with respect thereto; or

       (g)   The  Seller  or  any of its subsidiaries  or  the  Parent  shall
generally  not  pay  its debts as such debts become due, or  shall  admit  in
writing  its  inability to pay its debts generally, or shall make  a  general
assignment  for  the  benefit  of  creditors;  or  any  proceeding  shall  be
instituted by or against the Seller or any of its subsidiaries or the  Parent
seeking  to  adjudicate it a bankrupt or insolvent, or  seeking  liquidation,
winding  up, reorganization, arrangement, adjustment, protection, relief,  or
composition  of  it  or  its  debts under any  law  relating  to  bankruptcy,
insolvency or reorganization or relief of debtors, or seeking the entry of an
order  for  relief  or the appointment of a receiver, trustee,  custodian  or
other  similar  official for it or for any substantial part of  its  property
and,  in  the  case  of any such proceeding instituted against  it  (but  not
instituted  by  it),  either  such proceeding  shall  remain  undismissed  or
unstayed  for  a  period  of 30 days, or any of the actions  sought  in  such
proceeding  (including, without limitation, the entry of an order for  relief
against,  or  the  appointment  of a receiver, trustee,  custodian  or  other
similar  official for, it or for any substantial part of its property)  shall
occur; or the Seller or any of its subsidiaries or the Parent shall take  any
corporate  action  to authorize any of the actions set forth  above  in  this
paragraph (g); or
<PAGE>
       (h)   As  of  the  last  day of any calendar month,  either  the  Aged
Receivable  Ratio  shall exceed 4.0% or the Delinquency  Ratio  shall  exceed
6.75%; or

       (i)   The  Net  Receivables Pool Balance shall for a  period  of  five
consecutive  Business  Days be less than 115% of the  sum  of  the  aggregate
outstanding Capital of all Receivable Interests and the aggregate outstanding
"Capital"  of  all  "Receivable Interests" under  the  Alternate  Receivables
Purchase Agreement; or

      (j)  The sum of the numerators of all Receivable Interests plus the sum
of   the  numerators  of  all  "Receivable  Interests"  under  the  Alternate
Receivables  Purchase  Agreement  shall for  a  period  of  five  consecutive
Business Days be greater than 95% of the Net Receivables Pool Balance; or

       (k)   There  shall have occurred any material adverse  change  in  the
business, operations, property or financial or other condition of the  Seller
or the Parent since December 31, 1992; or there shall have occurred any event
which  may  materially adversely affect the collectibility of the Receivables
Pool  or  the ability of the Seller to collect Pool Receivables or  otherwise
perform  its  obligations  under  the  Agreement  or  the  Collection   Agent
Agreement; or

       (l)   The Parent Undertaking Agreement shall cease to be in full force
and  effect or the Parent shall fail to perform or observe any term, covenant
or  agreement contained in the Parent Undertaking Agreement on its part to be
performed  or observed and any such failure shall remain unremedied  for  ten
days  after written notice thereof shall have been given by the Agent to  the
Seller; or

       (m)    Any  of  the  Parent's  long-term  public  debt  securities  or
convertible preferred securities are rated less than Investment Grade (or  if
the Parent does not have any such rated securities outstanding, the Agent has
determined,  in  its  sole  discretion, that if  the  Parent  did  have  such
securities, they would receive a less than Investment Grade rating).


<PAGE>
                  ALTERNATE RECEIVABLES PURCHASE AGREEMENT

                          Dated as of March 2, 1994


       ABF  Freight  System,  Inc.,  a Delaware corporation  (the  "Seller"),
Societe  Generale,  a French banking corporation acting  through  its  United
States  branches or agencies ("Societe Generale"), and Societe  Generale,  as
agent (the "Agent") for the Banks, agree as follows:

       PRELIMINARY STATEMENTS.  Certain terms that are capitalized  and  used
throughout  this  Agreement  are defined in  Exhibit  I  to  this  Agreement.
References  in  the Exhibits to "the Agreement" refer to this  Agreement,  as
amended, modified or supplemented from time to time.

       The  Seller has Receivables in which it is prepared to sell  undivided
fractional   ownership   interests  (referred  to   herein   as   "Receivable
Interests").  The Banks are prepared to purchase such Receivable Interests on
the terms set forth herein.  Accordingly, the parties agree as follows:

                                  ARTICLE I

                     AMOUNTS AND TERMS OF THE PURCHASES

        SECTION   1.01.   Commitment.   (a)   On  the  terms  and  conditions
hereinafter  set  forth, the Banks shall, ratably in  accordance  with  their
respective  Bank Commitments, purchase Receivable Interests from  the  Seller
from  time  to time during the period from the date hereof to the  Commitment
Termination   Date.  Under no circumstances shall the Banks be  obligated  to
make  any  such  purchase  if,  after giving effect  to  such  purchase,  the
aggregate  outstanding  Capital of Receivable Interests,  together  with  the
aggregate   outstanding  "Capital"  of  "Receivable  Interests"   under   the
Receivables Purchase Agreement, would exceed the Total Commitment.

       (b)   The Seller may, upon at least five Business Days' notice to  the
Agent  from  time  to time, reduce in part the unused portion  of  the  Total
<PAGE>
Commitment; provided that each partial reduction shall be in the amount of at
least $1,000,000 or an integral multiple thereof.

       (c)  The Agent, on behalf of the Banks which own Receivable Interests,
shall  have  the  proceeds  of Collections attributable  to  such  Receivable
Interests  automatically reinvested pursuant to Section  1.04  in  additional
undivided  percentage  interests  in  the  Pool  Receivables  by  making   an
appropriate  readjustment of such Receivable Interests until  the  Commitment
Termination Date.

       SECTION 1.02.  Making Purchases.  (a)  Each purchase shall be made  on
at least three Business Days' notice from the Seller to the Agent.  Each such
notice of a purchase shall specify (i) the amount requested to be paid to the
Seller  (such amount, which shall not be less than $1,000,000, being referred
to  herein  as  the initial "Capital" of the Receivable Interest  then  being
purchased),  (ii) the date of such purchase (which shall be a  Business  Day)
and  (iii)  the desired duration of the initial Fixed Period for such  Receiv
able  Interest.   The  Agent  shall notify the  Seller  whether  the  desired
duration  of  the  initial  Fixed Period for the Receivable  Interest  to  be
purchased is acceptable, and the Agent shall promptly notify the Banks of the
proposed  purchase.   Such notice of purchase shall be  sent  by  telecopier,
telex  or cable to all Banks concurrently and shall specify the date of  such
purchase,  each  Bank's  Percentage multiplied by  the  aggregate  amount  of
Capital of the Receivable Interest being purchased, the Fixed Period for such
Receivable  Interest  and  whether  Yield  for  the  Fixed  Period  for  such
Receivable Interest is calculated based on the Eurodollar Rate (which may  be
selected only if such notice is given at least two Business Days prior to the
purchase date) or the Alternate Base Rate.

       (b)   Prior to 12:00 noon New York City time, on the date of each such
purchase  of  a  Receivable Interest, the Banks, ratably in  accordance  with
their respective Bank Commitments, shall, upon satisfaction of the applicable
conditions  set forth in Exhibit II hereto, make available to the  Agent  the
amount  of their respective purchases by deposit of the applicable amount  in
immediately available funds to the Agent's Account and, after receipt by  the
Agent of such funds, the Agent will cause such funds to be made available  to
the  Seller  in immediately available funds at First National  Bank  of  Fort
Smith for the account of ABF Freight System, Inc.

       (c)    Effective on the date of each purchase pursuant to this Section
1.02  and each reinvestment pursuant to Section 1.04, the Seller hereby sells
<PAGE>
and  assigns  to  the  Agent,  for the benefit of  the  Banks,  an  undivided
percentage ownership interest, to the extent of the Receivable Interest  then
being  purchased, in each Pool Receivable then existing and  in  the  Related
Security and Collections with respect thereto.

       (d)   Notwithstanding the foregoing, a Bank shall not be obligated  to
make  purchases under this Section 1.02 at any time in an amount which  would
exceed  such Bank's Bank Commitment less (in the case of any Bank other  than
Societe  Generale)  the  "Capital" (as defined therein)  of  any  "Percentage
Interests"  purchased  by  such  Bank  under  the  Liquidity  Asset  Purchase
Agreement.  Each Bank's obligation shall be several, such that the failure of
any  Bank  to make available to the Seller any funds in connection  with  any
purchase  shall  not  relieve  any other Bank  of  its  obligation,  if  any,
hereunder to make funds available on the date of such purchase, but  no  Bank
shall  be  responsible  for  the failure of any  other  Bank  to  make  funds
available in connection with any purchase.

       SECTIONS  1.03  through 1.04.  Incorporation by  Reference.   Each  of
Sections  1.03 through 1.04 of the Receivables Purchase Agreement  is  hereby
incorporated herein by this reference, except that each reference therein  to
the  "Investors" or the "Investor Account" shall be deemed to be a  reference
to the Banks and the Agent's Account, respectively.

      SECTION 1.05.  Fees.  The Seller shall pay to the Agent certain fees in
the  amounts and on the dates set forth in a separate fee agreement  of  even
date between the Seller and the Agent.

       SECTIONS  1.06  through 1.07.  Incorporation by  Reference.   Each  of
Sections  1.06 through 1.07 of the Receivables Purchase Agreement  is  hereby
incorporated herein by this reference.

       SECTION 1.08.  Increased Costs.  (a)  If any Bank or any Affiliate  of
any  Bank (each an "Affected Person") determines that compliance with any law
or  regulation  or any guideline or request from any central  bank  or  other
governmental  authority (whether or not having the force of law)  affects  or
would  affect the amount of capital required or expected to be maintained  by
such  Affected Person and such Affected Person determines that the amount  of
such capital is increased by or based upon the existence of any commitment to
make purchases of or otherwise to maintain the investment in Pool Receivables
or  interests  therein, hereunder or under any commitments to  the  Investors
related to this Agreement or to the funding thereof and other commitments  of
<PAGE>
the  same type, then, upon demand by such Affected Person (with a copy to the
Agent),  the  Seller shall immediately pay to the Agent, for the  account  of
such  Affected Person (as a third-party beneficiary), from time  to  time  as
specified   by  such  Affected  Person,  additional  amounts  sufficient   to
compensate  such Affected Person in the light of such circumstances,  to  the
extent  that  such  Affected Person reasonably determines  such  increase  in
capital  to  be  allocable to the existence of any of  such  commitments.   A
certificate as to such amounts submitted to the Seller and the Agent by  such
Affected  Person  shall be conclusive and binding for  all  purposes,  absent
manifest error.

       (b)    If, due to either (i) the introduction of or any change  (other
than  any  change  by  way of imposition or increase of reserve  requirements
referred  to  in  Section 1.09) in or in the interpretation  of  any  law  or
regulation or (ii) compliance with any guideline or request from any  central
bank  or  other governmental authority (whether or not having  the  force  of
law),  there  shall be any increase in the cost to any Bank  of  agreeing  to
purchase  or purchasing, or maintaining the ownership of Receivable Interests
in  respect  of which Yield is computed by reference to the Eurodollar  Rate,
then,  upon demand by such Bank (with a copy to the Agent), the Seller  shall
immediately  pay to the Agent, for the account of such Bank (as a third-party
beneficiary), from time to time as specified by such Bank, additional amounts
sufficient  to compensate such Bank for such increased costs.  A  certificate
as  to  such amounts submitted to the Seller and the Agent by such Bank shall
be conclusive and binding for all purposes, absent manifest error.

       SECTION  1.09.   Additional Yield on Receivable  Interests  Bearing  a
Eurodollar  Rate.   The Seller shall pay to any Bank, so long  as  such  Bank
shall  be required under regulations of the Board of Governors of the Federal
Reserve  System  to maintain reserves with respect to liabilities  or  assets
consisting of or including Eurocurrency Liabilities, additional Yield on  the
unpaid  Capital  of each Receivable Interest of such Bank during  each  Fixed
Period  in  respect of which Yield is computed by reference to the Eurodollar
Rate,  for  such Fixed Period, at a rate per annum equal at all times  during
such Fixed Period to the remainder obtained by subtracting (i) the Eurodollar
Rate  for  such  Fixed Period from (ii) the rate obtained  by  dividing  such
Eurodollar Rate referred to in clause (i) above by that percentage  equal  to
100% minus the Eurodollar Rate Reserve Percentage of such Bank for such Fixed
Period,  payable  on each date on which Yield is payable on  such  Receivable
Interest.   Such  additional  Yield shall be  determined  by  such  Bank  and
notified  to  the  Seller through the Agent within 30 days  after  any  Yield
payment is made with respect to which such additional Yield is requested.   A
<PAGE>
certificate as to such additional Yield submitted to the Seller and the Agent
by  such  Bank  shall  be  conclusive and binding for  all  purposes,  absent
manifest error.

       SECTIONS 1.10 through 1.11.  Incorporation by Reference.  Each of  Sec
tions  1.10  and  1.11  of  the  Receivables  Purchase  Agreement  is  hereby
incorporated herein by this reference, except that each reference therein  to
the "Investors" shall be deemed to be a reference to the Banks.


                                 ARTICLE II

                 REPRESENTATIONS AND WARRANTIES; COVENANTS;
                            EVENTS OF TERMINATION

       SECTION 2.01.  Representations and Warranties; Covenants.  The  Seller
hereby makes the representations and warranties, and hereby agrees to perform
and  observe  the covenants, set forth in Exhibits III and IV,  respectively,
hereto.

       SECTION  2.02.   Events  of Termination.  If  any  of  the  Events  of
Termination set forth in Exhibit V hereto shall occur and be continuing,  the
Agent  may,  by  notice to the Seller, take either or both of  the  following
actions:   (x) declare the Total Commitment to be terminated (in  which  case
the  Commitment  Termination  Date shall be deemed  to  have  occurred),  and
(y)  without  limiting  any  right under the Collection  Agent  Agreement  to
replace the Collection Agent, designate another Person to succeed the  Seller
as  the Collection Agent; provided that, automatically upon the occurrence of
any  event (without any requirement for the passage of time or the giving  of
notice)  described in subsection (g) of Exhibit V, the Commitment Termination
Date  shall occur.  Upon any such declaration or designation or upon any such
automatic termination, the Banks and the Agent shall have, in addition to the
rights  and  remedies  which they may have under this  Agreement,  all  other
rights  and  remedies provided after default under the UCC  and  under  other
applicable law, which rights and remedies shall be cumulative.
<PAGE>
                                 ARTICLE III

                               INDEMNIFICATION

       SECTION 3.01.  Indemnities by the Seller.  Without limiting any  other
rights  that the Banks or the Agent or any of their respective Affiliates  or
agents  (each, an "Indemnified Party") may have hereunder or under applicable
law,  the  Seller hereby agrees to indemnify each Indemnified Party from  and
against  any  and  all  claims, losses and liabilities (including  reasonable
attorneys'  fees)  (all of the foregoing being collectively  referred  to  as
"Indemnified Amounts") arising out of or resulting from this Agreement or the
use  of proceeds of purchases or reinvestments or the ownership of Receivable
Interests  or  in  respect  of  any Receivable or  any  Contract,  excluding,
however,  (a)  Indemnified  Amounts  to  the  extent  resulting  from   gross
negligence  or willful misconduct on the part of such Indemnified Party,  (b)
recourse  (except as otherwise specifically provided in this  Agreement)  for
uncollectible Receivables or (c) any income taxes or franchise taxes  imposed
on  such  Indemnified Party by the jurisdiction under the laws of which  such
Indemnified Party is organized or any political subdivision thereof,  arising
out  of  or  as  a  result of this Agreement or the ownership  of  Receivable
Interests or in respect of any Receivable or any Contract.  Without  limiting
or  being  limited by the foregoing, the Seller shall pay on demand  to  each
Indemnified Party any and all amounts necessary to indemnify such Indemnified
Party  from  and  against  any and all Indemnified  Amounts  relating  to  or
resulting from any of the following:

                 (i)   the  creation  of  an undivided  percentage  ownership
          interest  in any Receivable which purports to be part  of  the  Net
          Receivables  Pool  Balance but which is not  at  the  date  of  the
          creation   of  such  interest  an  Eligible  Receivable  or   which
          thereafter ceases to be an Eligible Receivable;

                (ii)  reliance on any representation or warranty or statement
          made or deemed made by the Seller (or any of its officers) under or
          in  connection with this Agreement which shall have been  incorrect
          in any material respect when made;

                 (iii)   the  failure  by  the  Seller  to  comply  with  any
          applicable  law,  rule  or  regulation with  respect  to  any  Pool
          Receivable  or  the related Contract; or the failure  of  any  Pool
          Receivable  or  the  related  Contract  to  conform  to  any   such
          applicable law, rule or regulation;
<PAGE>
                (iv)  the failure to vest in any Bank or any other owner of a
          Receivable  Interest  a  perfected undivided  percentage  ownership
          interest,  to  the  extent  of  such Receivable  Interest,  in  the
          Receivables  in, or purporting to be in, the Receivables  Pool  and
          the  Related Security and Collections in respect thereof, free  and
          clear of any Adverse Claim;

                 (v)   the  failure  to have filed, or any delay  in  filing,
          financing  statements  or  other similar instruments  or  documents
          under  the  UCC of any applicable jurisdiction or other  applicable
          laws  with respect to any Receivables in, or purporting to  be  in,
          the  Receivables Pool and the Related Security and  Collections  in
          respect   thereof,  whether  at  the  time  of  any   purchase   or
          reinvestment or at any subsequent time;

                 (vi)   any  dispute,  claim, offset or defense  (other  than
          discharge  in  bankruptcy of the Obligor) of  the  Obligor  to  the
          payment  of  any  Receivable  in,  or  purporting  to  be  in,  the
          Receivables Pool (including, without limitation, a defense based on
          such  Receivable or the related Contract not being a  legal,  valid
          and  binding obligation of such Obligor enforceable against  it  in
          accordance  with its terms, or any other claim resulting  from  the
          sale  of the merchandise or services related to such Receivable  or
          the  furnishing or failure to furnish such merchandise or  services
          or   relating  to  collection  activities  with  respect  to   such
          Receivable  (if  such collection activities were performed  by  the
          Seller or any of its Affiliates acting as Collection Agent);

                 (vii)   any  failure of the Seller, as Collection  Agent  or
          otherwise, to perform its duties or obligations in accordance  with
          the  provisions hereof or of the Collection Agent Agreement  or  to
          perform its duties or obligations under the Contracts;

                 (viii)  any products liability or other claim arising out of
          or  in connection with merchandise, insurance or services which are
          the subject of any Contract;

                 (ix)  the commingling of Collections of Pool Receivables  at
          any time with other funds;
<PAGE>
             (x)  any investigation, litigation or proceeding related to this
          Agreement  or the use of proceeds of purchases or reinvestments  or
          the  ownership  of  Receivable  Interests  or  in  respect  of  any
          Receivable, Related Security or Contract;

              (xi)   any  theft of payments with respect to Pool  Receivables
          resulting   from   the  Seller's  established  payment   remittance
          procedures;

              (xii)  any failure of payments with respect to Pool Receivables
          to  be  deposited into the Collection Account within three Business
          Days after receipt by the Seller; or

                (xiii)  any claim relating to a Receivable which is generated
          through a shipment routing involving an interline carrier.

                                 ARTICLE IV

                                MISCELLANEOUS

       SECTION  4.01.   Amendments,  Etc.  No  amendment  or  waiver  of  any
provision of this Agreement (including, without limitation, any provision  of
the Receivables Purchase Agreement which is incorporated herein by reference)
or consent to any departure by the Seller therefrom shall be effective unless
in a writing signed by the Agent, as agent for the Banks, and, in the case of
any  amendment,  by  the Seller, and then such amendment, waiver  or  consent
shall be effective only in the specific instance and for the specific purpose
for  which  given.   No  failure on the part of the Banks  or  the  Agent  to
exercise, and no delay in exercising, any right hereunder shall operate as  a
waiver  thereof;  nor  shall  any single or partial  exercise  of  any  right
hereunder  preclude any other or further exercise thereof or the exercise  of
any other right.

       SECTION  4.02.   Notices, Etc.  All notices and  other  communications
hereunder  shall, unless otherwise stated herein, be in writing (which  shall
include  facsimile communication) and faxed or delivered, if to  the  Seller,
Societe  Generale, or the Agent, to each such party at its address set  forth
under  its name on the signature pages hereof, and if to any other  Bank,  to
such  Bank at its address specified in the Assignment and Acceptance pursuant
to  which  it became a Bank, or, as to each party, at such other  address  as
<PAGE>
shall  be  designated by such party in a written notice to the other  parties
hereto.  Notices and communications by facsimile shall be effective when sent
(and  shall  be followed by hard copy sent by regular mail), and notices  and
communications sent by other means shall be effective when received.

       SECTION  4.03.  Assignability.  (a)  Rights and Limitations of  Banks.
Each  Bank may assign to any Eligible Assignee or to any other Bank all or  a
portion  of  its  rights  and  obligations under this  Agreement  (including,
without  limitation,  all  or  a  portion of  its  Bank  Commitment  and  any
Receivable Interests or interests therein owned by it).  Each assignor  of  a
Receivable  Interest may, in connection with the assignment or participation,
disclose  to  the  assignee or participant any information, relating  to  the
Seller or the Receivables, furnished to such assignor by or on behalf of  the
Seller or by the Agent.

       (b)  The Agent.  This Agreement and the rights and obligations of  the
Agent herein shall be assignable by the Agent and its successors and assigns.

       (c)   The Seller.  The Seller may not assign its rights or obligations
hereunder  or  any interest herein without the prior written consent  of  the
Agent.

       (d)   The  Banks.   Without  limiting any other  rights  that  may  be
available  under  applicable law, the rights of the  Banks  may  be  enforced
through them or by their agents.

       SECTION  4.04.   Costs, Expenses and Taxes.  (a)  In addition  to  the
rights  of  indemnification granted under Section  3.01  hereof,  the  Seller
agrees  to  pay  on  demand all costs and expenses  in  connection  with  the
preparation,  execution,  delivery  and  administration  (including  periodic
auditing  of  Receivables) of this Agreement, and  the  other  documents  and
agreements  to  be  delivered hereunder, including, without  limitation,  the
reasonable fees and out-of-pocket expenses of counsel for the Agent,  Societe
Generale and their respective agents with respect thereto and with respect to
advising the Agent, Societe Generale and their respective agents as to  their
rights and remedies under this Agreement, and all costs and expenses, if  any
(including reasonable counsel fees and expenses), of the Agent, the Banks and
any  of  their respective agents, in connection with the enforcement of  this
Agreement and the other documents and agreements to be delivered hereunder.

       (b)   In  addition, the Seller shall pay any and all stamp  and  other
taxes and fees payable in connection with the execution, delivery, filing and
<PAGE>
recording  of  this  Agreement or the other documents  or  agreements  to  be
delivered hereunder, and agrees to save each Indemnified Party harmless  from
and  against any liabilities with respect to or resulting from any  delay  in
paying or omission to pay such taxes and fees.

        SECTION   4.05.   Confidentiality.   Unless  otherwise  required   by
applicable  law,  the  Seller and the parties hereto agree  to  maintain  the
confidentiality of this Agreement (and all drafts thereof) in  communications
with  third  parties and otherwise; provided that this Agreement (a)  may  be
disclosed to third parties to the extent such disclosure is made pursuant  to
a  written  agreement  of  confidentiality in form and  substance  reasonably
satisfactory  to the parties hereto and (b) may be disclosed to the  parties'
legal counsel and auditors if they agree to hold it confidential and (c)  may
be  filed  with the Securities and Exchange Commission as an Exhibit  to  the
Parent's annual report on Form 10-k.

      SECTION 4.06.  Governing Law.  This Agreement shall be governed by, and
construed  in  accordance with, the law of the State  of  New  York  (without
giving  effect  to the conflict of laws principles thereof),  except  to  the
extent  that  the perfection of the interests of the banks in the receivables
or  remedies  hereunder, in respect thereof, are governed by the  laws  of  a
jurisdiction other than the State of New York.

       SECTION  4.07.   Execution in Counterparts.   This  Agreement  may  be
executed in any number of counterparts, each of which when so executed  shall
be  deemed  to  be  an  original and all of which when taken  together  shall
constitute one and the same agreement.

       SECTION 4.08.  Termination.  The then current date set forth in clause
(a)  of  the  definition of Commitment Termination Date may be  extended  for
additional 360 day periods in the sole discretion of Societe Generale upon no
less  than  30  days written notice to the Seller prior to the  then  current
Commitment  Termination Date.  The provisions of Sections 1.08,  1.09,  1.10,
3.01, 4.04 and 4.05 shall survive any termination of this Agreement.

<PAGE>
       IN  WITNESS  WHEREOF,  the parties have caused this  Agreement  to  be
executed  by their respective officers thereunto duly authorized, as  of  the
date first above written.


   SELLER:        ABF FREIGHT SYSTEM, INC.


               By:  _______________________________
                  Name:
                  Title:

               1001 South 21st Street
               Fort Smith, Arkansas  72901
               Attention:  General Counsel
               Tel No.  (501) 785-6130
               Facsimile No.  (501) 785-6124


   BANK:       SOCIETE GENERALE



               By:   ________________________________
                  Name:
                  Title:



               By:   ________________________________                  
                  Name:
                  Title:

               Trammel Crow Center
               2001 Ross Avenue
               Dallas, Texas 75201
               Attention:  Louis P. LaVille III
               Tel. No. (214) 979-1104
               Facsimile No. (312) 578-5099
<PAGE>

   AGENT:         SOCIETE GENERALE



               By:   ________________________________
                  Name:
                  Title:



               By:   ________________________________
                  Name:
                  Title:

               181 West Madison Street, Suite 3400
               Chicago, IL  60602
               Attention:  Migdalia Lagoa
               Tel. No. (312) 578-5058
               Facsimile No. (312) 578-5099



<PAGE>
                                  EXHIBIT I

                                 DEFINITIONS


       As used in the Agreement (including its Exhibits), the following terms
shall have the following meanings (such meanings to be equally applicable  to
both the singular and plural forms of the terms defined):

       "Agent's  Account"  means the special account (account  number  144-8-
17247) of the Agent maintained at the office of Chemical Bank in New York for
the benefit of the Banks.

        "Assignment  and  Acceptance"  means  an  assignment  and  acceptance
agreement  entered  into  by  a Bank, an Eligible  Assignee  and  the  Agent,
pursuant to which such Eligible Assignee may become a party to the Agreement.

       "Bank  Commitment"  of  any Bank means, (a) with  respect  to  Societe
Generale,  $55,000,000  or  such  amount as reduced  by  any  Assignment  and
Acceptance entered into between Societe Generale and other Banks or (b)  with
respect  to  a  Bank that has entered into an Assignment and Acceptance,  the
amount  set  forth therein as such Bank's Bank Commitment or such  amount  as
reduced by an Assignment and Acceptance entered into between such Bank and an
Eligible  Assignee, in each case as reduced (or terminated) pursuant  to  the
next  sentence.   Any  reduction (or termination)  of  the  Total  Commitment
pursuant  to  the terms of the Agreement shall reduce ratably (or  terminate)
each Bank's Bank Commitment.

       "Banks"  means Societe Generale and each Eligible Assignee that  shall
become a party to the Agreement pursuant to Section 4.03.

       "Capital" of any Receivable Interest means the original amount paid to
the  Seller for such Receivable Interest at the time of its purchase  by  the
Banks,  pursuant  to  the Agreement, or such amount divided  or  combined  in
accordance  with  Section 1.07, in each case reduced from  time  to  time  by
Collections  distributed  on  account of such  Capital  pursuant  to  Section
1.04(d);  provided  that  if such Capital shall  have  been  reduced  by  any
distribution  and  thereafter  all  or a  portion  of  such  distribution  is
rescinded
<PAGE>
or must otherwise be returned for any reason, such Capital shall be increased
by  the  amount of such rescinded or returned distribution, as though it  had
not been made.

       "Collection  Agent"  means  at any time  the  Person  then  authorized
pursuant  to  the Collection Agent Agreement to administer and  collect  Pool
Receivables.

       "Collection Agent Agreement" means an agreement between the Seller and
the Agent (and, if the Seller does not act as Collection Agent, consented  to
by  the  Collection  Agent),  in  form and substance  satisfactory  to  them,
governing the appointment and responsibilities of the Collection Agent as  to
administration  and  collection of the Pool Receivables,  and  requiring  the
Collection Agent to perform its obligations set forth in the Agreement.

       "Commitment  Termination Date" means the earliest of (a) February  25,
1995,  (b)  the  Facility  Termination Date under  the  Receivables  Purchase
Agreement, (c) the date determined pursuant to Section 2.02, and (d) the date
the Total Commitment reduces to zero.  The date set forth in clause (a) above
may be extended pursuant to Section 4.08 of the Agreement.

       "Eligible Assignee" means Societe Generale, any of its Affiliates, any
Person managed by Societe Generale or any of its Affiliates, or any financial
or other institution acceptable to the Agent.

      "Event of Termination" has the meaning specified in Exhibit V.

      "Liquidity Asset Purchase Agreement" means the Liquidity Asset Purchase
Agreement  entered  into  by  a Bank concurrently  with  the  Assignment  and
Acceptance pursuant to which it became party to this Agreement, that  relates
to the Receivables Purchase Agreement.

       "Parent Undertaking Agreement" means the Parent Undertaking Agreement,
dated  as  of  the  date  hereof, by Arkansas Best  Corporation,  a  Delaware
corporation in favor of Societe Generale, as Agent for the Banks, as the same
may, from time to time, be amended, modified or supplemented.

       "Percentage" of any Bank means, (a) with respect to Societe  Generale,
100%  or such amount as reduced by any Assignment and Acceptance entered into
with  an  Eligible Assignee, or (b) with respect to a Bank that  has  entered
into an Assignment and Acceptance, the amount set forth therein as such Bank's
<PAGE>
Percentage, or such amount as reduced by an Assignment and Acceptance entered
into between such Bank and an Eligible Assignee.

        "Receivables  Purchase  Agreement"  means  the  Receivables  Purchase
Agreement,  dated as of the date hereof, among the Seller, Renaissance  Asset
Funding  Corp. and Societe Generale, as Agent, as the same may, from time  to
time, be amended, modified or supplemented.

      "Termination Date" for any Receivable Interest means the earlier of (i)
that  Business Day which the Seller so designates by notice to the  Agent  at
least  one Business Day in advance for such Receivable Interest effective  as
of  the last day of the Fixed Period with respect to such Receivable Interest
and (ii) the Commitment Termination Date.

       "Total  Commitment" means $55,000,000, as such amount may  be  reduced
pursuant  to  Section 1.01.  References to the unused portion  of  the  Total
Commitment  shall mean, at any time, the Total Commitment,  as  then  reduced
pursuant to Section 1.01(b) or pursuant to the next sentence, minus  the  sum
of  the  then outstanding Capital of Receivable Interests under the Agreement
and  the  then  outstanding  "Capital" of "Receivable  Interests"  under  the
Receivables Purchase Agreement.  Furthermore, on each day on which the Seller
reduces the unused portion of (or terminates) the "Purchase Limit" under  the
Receivables  Purchase  Agreement, the Total  Commitment  automatically  shall
reduce by the same amount (or so terminate).

       "Yield"  means for each Receivable Interest for any Fixed  Period  the
result of:

                              AR x C x ED + LF
                              ----------------
                                    360

      where:

               AR       =     the Assignee Rate for such Receivable
                              Interest for such Fixed Period

               C        =     the  Capital  of  such  Receivable
                              Interest during such Fixed Period
<PAGE>
               ED       =     the  actual number of  days  elapsed
                              during such Fixed Period

               LF       =     the Liquidation Fee, if any, for such
                              Receivable Interest for such Fixed Period;

provided  that  no provision of the Agreement shall require  the  payment  or
permit  the  collection  of  Yield in excess  of  the  maximum  permitted  by
applicable law; and provided, further, that Yield for any Receivable Interest
shall  not be considered paid by any distribution to the extent that  at  any
time all or a portion of such distribution is rescinded or must otherwise  be
returned for any reason.

       Defined Terms Incorporated by Reference.  Unless otherwise defined  in
the  Agreement and subject to the modifications herein set forth, capitalized
terms  used in the Agreement or in any provisions of the Receivables Purchase
Agreement incorporated in the Agreement by reference shall have the  meanings
given  to  them in the Receivables Purchase Agreement.  Without limiting  the
foregoing, the defined terms "Credit and Collection Policy," "Seller  Report"
and  "Collection  Account  Agreement" are hereby  incorporated  by  reference
together with the related Schedule II, Annex A and Annex B, respectively,  of
the  Receivables  Purchase  Agreement.  All references  to  the  "Agent"  and
"Agreement"  in  provisions of the Receivables Purchase Agreement  (including
Exhibits  and  Schedules) incorporated in the Agreement by  reference  shall,
without  further  reference,  mean  Societe  Generale,  as  Agent  under  the
Agreement and the Receivables Purchase Agreement, respectively.  Furthermore,
all  references in such incorporated provisions to "Collections," "Contract,"
"Net  Receivables  Pool  Balance," "Pool Receivable," "Receivable  Interest,"
"Receivables  Pool"  and  "Related Security" shall mean  the  Collections,  a
Contract,  the Net Receivables Pool Balance, a Pool Receivable, a  Receivable
Interest,  the Receivables Pool and the Related Security under the Agreement,
respectively.  To the extent any word or phrase is defined in the  Agreement,
any  such word or phrase appearing in provisions so incorporated by reference
from the Receivables Purchase Agreement shall have the meaning given to it in
the  Agreement.  The incorporation by reference into the Agreement  from  the
Receivables Purchase Agreement is for convenience only, and the Agreement and
the  Receivables Purchase Agreement shall at all times be, and be treated as,
separate  and  distinct  facilities.   Incorporations  by  reference  in  the
Agreement  from the Receivables Purchase Agreement shall not be  affected  or
impaired  by  any  subsequent expiration or termination  of  the  Receivables
Purchase Agreement, nor by any amendment thereof or waiver thereunder  unless
the
<PAGE>
Agent,  as  Agent  for the Banks, shall have consented to such  amendment  or
waiver in writing.

       Other  Terms.   All accounting terms not specifically  defined  herein
shall   be   construed  in  accordance  with  generally  accepted  accounting
principles.  All terms used in Article 9 of the UCC in the State of New York,
and  not  specifically defined herein, are used herein  as  defined  in  such
Article 9.

<PAGE>
                                 EXHIBIT II

                           CONDITIONS OF PURCHASES


       1.  Conditions Precedent to Initial Purchase.  The initial purchase of
a  Receivable  Interest  under the Agreement is  subject  to  the  conditions
precedent  that  the conditions precedent to the initial purchase  under  the
Receivables Purchase Agreement shall have been satisfied on or prior  to  the
date  of  such  purchase under the Agreement and that the  Agent  shall  have
received  on  or  before the date of such purchase under  the  Agreement  the
following,  each (unless otherwise indicated) dated such date,  in  form  and
substance satisfactory to the Agent:

            (a)    Certified  copies  of  the resolutions  of  the  Board  of
     Directors of the Seller approving the Agreement and certified copies  of
     all   documents   evidencing  other  necessary  corporate   action   and
     governmental approvals, if any, with respect to the Agreement.

            (b)    Certified  copies  of  the resolutions  of  the  Board  of
     Directors  of the Parent approving the Parent Undertaking Agreement  and
     certified  copies of all documents evidencing other necessary  corporate
     action  and  governmental approvals, if any, with respect to the  Parent
     Undertaking Agreement.

           (c)   A certificate of the Secretary or Assistant Secretary of the
     Seller  certifying the names and true signatures of the officers of  the
     Seller  authorized to sign the Agreement and the other documents  to  be
     delivered by it hereunder.

           (d)   A certificate of the Secretary or Assistant Secretary of the
     Parent  certifying the names and true signatures of the officers thereof
     authorized to sign the Parent Undertaking Agreement.

            (e)    Acknowledgment copies or time stamped  receipt  copies  of
     proper  financing statements, duly filed on or before the date  of  such
     initial  purchase under the UCC of all jurisdictions that the Agent  may
     deem  necessary or desirable in order to perfect the ownership interests
     contemplated by the Agreement.
<PAGE>
            (f)    Acknowledgment copies or time stamped  receipt  copies  of
     proper  financing statements, if any, necessary to release all  security
     interests  and other rights of any Person in the Receivables,  Contracts
     or Related Security previously granted by the Seller.
     
            (g)   Completed requests for information, dated on or before  the
     date of such initial purchase, listing the financing statements referred
     to  in subsection (e) above and all other effective financing statements
     filed in the jurisdictions referred to in subsection (e) above that name
     the  Seller  as  debtor, together with copies of  such  other  financing
     statements  (none  of  which shall cover any Receivables,  Contracts  or
     Related Security).

            (h)    A  favorable opinion of Richard F. Cooper, Esq.,  in-house
     counsel for the Seller, substantially in the form of Annex C hereto  and
     as to such other matters as the Agent may reasonably request.

            (i)    A  favorable opinion of Richard F. Cooper, Esq.,  in-house
     counsel for the Parent, substantially in the form of Annex F hereto  and
     as to such other matters as the Agent may reasonably request.

           (j)   The Collection Agent Agreement.

           (k)   The fee agreement referred to in Section 1.05.

           (l)    The  Parent  Undertaking Agreements duly executed  by  the
     Parent.

           (m)    Satisfactory results of a review and audit of the Seller's
     collection,  operating  and  reporting systems,  Credit  and  Collection
     Policy, historical receivables data and accounts.

           (n)   A copy of the executed Collection Account Agreement.

           (o)   A listing by invoice, on computer tape, of all Pool
     Receivables.

       2.   Conditions  Precedent to All Purchases and  Reinvestments.   Each
purchase  (including  the initial purchase) and each  reinvestment  shall  be
subject to the further conditions precedent that
<PAGE>
       (a)  in  the  case of each purchase, the Collection Agent  shall  have
delivered  to  the Agent on or prior to such purchase in form  and  substance
satisfactory to the Agent, a completed Seller Report as of the previous month
end  dated within three days prior to the date of such purchase together with
a summary by invoice (and, if requested by the Agent, by Obligor) of all Pool
Receivables and such additional information as may reasonably be requested by
the Agent,

       (b)  on  the  date  of  such  purchase or reinvestment  the  following
statements shall be true (and acceptance of the proceeds of such purchase  or
reinvestment shall be deemed a representation and warranty by the Seller that
such statements are then true):

            (i)  the representations and warranties contained in Exhibit  III
     are  correct  on and as of the date of such purchase or reinvestment  as
     though made on and as of such date,

            (ii)   no  event has occurred and is continuing, or would  result
     from  such  purchase  or  reinvestment, that  constitutes  an  Event  of
     Termination or that would constitute an Event of Termination but for the
     requirement that notice be given or time elapse or both, and

            (iii)   all of the Parent's long-term public debt securities,  if
     any,  and  convertible preferred securities are rated Investment  Grade;
     provided  that  if  the Parent does not have any such  rated  securities
     outstanding, the Agent has determined, in its sole discretion,  that  if
     the  Parent did have such securities, that they would receive  at  least
     such a rating, and

       (c)  the  Agent shall have received such other approvals, opinions  or
documents as it may reasonably request.
<PAGE>
                               EXHIBIT III
  
                       REPRESENTATIONS AND WARRANTIES


        Exhibit   III  of  the  Receivables  Purchase  Agreement  is   hereby
incorporated herein by reference, except that each reference therein  to  the
"Investors" shall be deemed to be a reference to the Banks.
<PAGE>
                                 EXHIBIT IV

                                  COVENANTS


      Exhibit IV of the Receivables Purchase Agreement is hereby incorporated
herein  by  reference, except that each reference therein  to  the  "Facility
Termination  Date"  shall  be  deemed to be a  reference  to  the  Commitment
Termination Date.

<PAGE>
                                  EXHIBIT V

                            EVENTS OF TERMINATION


       Each  of  the "Events of Termination" set forth in Exhibit  V  of  the
Receivables  Purchase Agreement is hereby incorporated by  reference,  except
that  the  references in subsections (i) and (j) thereof  to  the  "Alternate
Receivables  Purchase  Agreement" shall be deemed to  be  references  to  the
Receivables Purchase Agreement.


<PAGE>

                         COLLECTION AGENT AGREEMENT


       COLLECTION  AGENT  AGREEMENT, dated as of March 2, 1994,  between  ABF
Freight System, Inc., a Delaware corporation, individually (the "Seller") and
as  collection agent (the "Collection Agent"), and Societe Generale, a French
banking  corporation, acting through its United States branches  or  agencies
(the "Agent").

                            W I T N E S S E T H:

       WHEREAS,  the  Seller  and the Agent are parties  to  the  Receivables
Purchase Agreement, dated as of March 2, 1994, with Renaissance Asset Funding
Corp.  (the  "Issuer") and to the Alternate Receivables  Purchase  Agreement,
dated  as  of  March  2,  1994,  with  Societe  Generale  (collectively,  the
"Agreements").

       WHEREAS, it is a condition precedent to the execution and delivery  of
the Agreements that the parties hereto enter into this Agreement.

       NOW,  THEREFORE,  in  consideration of the  premises  and  the  mutual
covenants herein contained, and for other consideration, the receipt of which
is hereby acknowledged, the parties agree as follows:

       SECTION 1.  Definitions.  Unless otherwise defined herein, capitalized
terms shall have the meanings assigned to such terms in the Agreements.

        SECTION   2.   Designation  of  Collection  Agent.   The   servicing,
administration and collection of the Pool Receivables shall be  conducted  by
the  Collection Agent so designated hereunder from time to time.   Until  the
Agent  gives  notice  to the Seller of the designation of  a  new  Collection
Agent,  the Seller is hereby designated as, and hereby agrees to perform  the
duties  and obligations of, the Collection Agent pursuant to the terms hereof
and  of  each  Agreement.  The Agent at any time may designate as  Collection
Agent any Person (including the Agent) to succeed the Seller or any successor
Collection Agent, if such Person shall consent and agree to the terms hereof.
<PAGE>
The  Agent  shall  notify Duff & Phelps Credit Rating  Co.,  Fitch  Investors
Service, Inc. and Standard & Poor's Corporation of the designation of  a  new
Collection  Agent.  The Collection Agent may, with the prior consent  of  the
Agent, subcontract with any other Person for the servicing, administration or
collection  of the Pool Receivables.  Any such subcontract shall  not  affect
the   Collection  Agent's  liability  for  performance  of  its  duties   and
obligations pursuant to the terms hereof.

       SECTION  3.  Duties of Collection Agent.    The Collection  Agent
shall take or cause to be taken all such actions as may be necessary  or
advisable  to  collect each Pool Receivable from time to  time,  all  in
accordance  with applicable laws, rules and regulations, with reasonable
care  and  diligence, and in accordance with the Credit  and  Collection
Policy.   The Seller and the Agent hereby appoint the Collection  Agent,
from time to time designated pursuant to Section 1 hereof, as agent  for
themselves,  for  the  Banks  and for the  Investors  to  enforce  their
respective  rights  and interests in the Pool Receivables,  the  Related
Security and the related Contracts.

            (b)    The  Collection Agent shall administer the Collections  in
     accordance  with  the  procedures described  in  Section  1.04  of  each
     Agreement.    The  Collection  Agent  also  shall  perform   the   other
     obligations of the "Collection Agent" set forth in each Agreement.

            (c)   If no Event of Termination or event that but for notice  or
     lapse  of  time  or both would constitute an Event of Termination  shall
     have  occurred and be continuing, the Seller, while it is the Collection
     Agent,  may, in accordance with the Credit and Collection Policy, extend
     the  maturity or adjust the Outstanding Balance of any Receivable as the
     Seller deems appropriate to maximize Collections thereof.

            (d)   The Collection Agent shall hold in trust for the Seller and
     each  Investor,  in  accordance  with their  respective  interests,  all
     documents,  instruments  and  records  (including,  without  limitation,
     computer  tapes or disks) which evidence or relate to Pool  Receivables.
     At   the  request  of  the  Agent,  the  Collection  Agent  shall   mark
     conspicuously  the  Seller's copy of each invoice evidencing  each  Pool
     Receivable  and  the related Contract with a legend, acceptable  to  the
     Agent,  evidencing that Receivable Interests therein have been sold  and
<PAGE>
     shall  mark the Seller's master data processing records evidencing  such
     Pool Receivables and related Contracts with such a legend.

           (e)   The Collection Agent shall, as soon as practicable following
     receipt,  turn  over to the Seller any cash collections  or  other  cash
     proceeds  received  with respect to Receivables  not  constituting  Pool
     Receivables.

           (f)   The Collection Agent shall, from time to time at the request
     of  the Agent, furnish to the Agent (promptly after any such request)  a
     calculation  of the amounts set aside for the Investors  and  the  Banks
     pursuant to Section 1.04 of the Agreements.

            (g)    Prior to the 20th day of each month, the Collection  Agent
     shall  prepare and forward to the Agent (i) a Seller Report relating  to
     the  Receivable Interests outstanding on the last day of the immediately
     preceding  month, and (ii) a summary of all Pool Receivables outstanding
     on  such  last  day,  together with an analysis of  the  aging  of  such
     Receivables.

        SECTION  4.   Certain  Rights  of  the  Agent.    The  Agent  is
authorized  at  any time to date, and to deliver to the  First  National
Bank  of  Fort  Smith the Notice of Effectiveness provided  for  in  the
Collection Account Agreement.  The Seller hereby transfers to the Agent,
effective  when  the  Agent delivers such Notice of  Effectiveness,  the
exclusive  ownership and control of the Collection Account.  The  Seller
shall take any actions reasonably requested by the Agent to effect  such
transfer.  Upon the delivery of such Notice of Effectiveness, the  Agent
shall hold in trust for the Seller all amounts in the Collection Account
which  do  not  represent Collections of Receivables.  All such  amounts
held  in  trust  for the Seller may, at the request of  the  Seller,  be
utilized  to  pay  the general operating expenses of  the  Seller.   All
amounts  which  represent Collections of Receivables may, in  accordance
with  the  Agreements,  be deposited into the Investor  Account  or  the
Agent's Account, pro rata in accordance with outstanding Capital, as the
Agent may determine.

           (b)   At any time:

                 (I)   The  Agent may direct the Obligors of Pool Receivables
          that  all payments thereunder be made directly to the Agent or  its
          designee.
<PAGE>
                (ii)  At the Agent's request and at the Seller's expense, the
          Seller  shall  notify  each  Obligor of  Pool  Receivables  of  the
          ownership  of Receivable Interests under the Agreements and  direct
          that payments be made directly to the Agent or its designee.

                 (iii)   At the Agent's request and at the Seller's  expense,
          the Seller shall (A) assemble all of the documents, instruments and
          other  records (including, without limitation, computer  tapes  and
          disks)  that  evidence or relate to the Pool Receivables,  and  the
          related  Contracts  and  Related Security, or  that  are  otherwise
          necessary  or desirable to collect the Pool Receivables, and  shall
          make  the  same available to the Agent at a place selected  by  the
          Agent or its designee, and (B) segregate all cash, checks and other
          instruments   received  by  it  from  time  to  time   constituting
          Collections of Pool Receivables in a manner acceptable to the Agent
          and,  promptly  upon  receipt, remit  all  such  cash,  checks  and
          instruments,  duly  indorsed or with duly executed  instruments  of
          transfer, to the Agent or its designee.

                 (iv)   The Seller authorizes the Agent to take any  and  all
          steps  in  the Seller's name and on behalf of the Seller  that  are
          necessary  or  desirable, in the determination  of  the  Agent,  to
          collect  amounts due under the Pool Receivables, including, without
          limitation,  endorsing  the  Seller's  name  on  checks  and  other
          instruments  representing  Collections  of  Pool  Receivables   and
          enforcing the Pool Receivables and the Related Security and related
          Contracts.

       SECTION 5.  Further Assurances.    The Seller agrees from time to
time,  at  its  expense,  promptly to execute and  deliver  all  further
instruments and documents, and to take all further actions, that may  be
necessary  or  desirable, or that the Agent may reasonably  request,  to
perfect,  protect  or  more  fully  evidence  the  Receivable  Interests
purchased under the Agreements, or to enable the Investors, the Banks or
the  Agent to exercise and enforce their respective rights and  remedies
hereunder or under the Agreements.  Without limiting the foregoing,  the
Seller  will,  upon  the  request of the Agent, execute  and  file  such
financing  or continuation statements, or amendments thereto,  and  such
other instruments and documents, that may be necessary or desirable,  or
<PAGE>
that  the  Agent may reasonably request, to perfect, protect or evidence
such Receivable Interests.

            (b)    The  Seller  authorizes the Agent to  file  UCC  financing
     continuation statements, and assignments thereof, relating to  the  Pool
     Receivables  and  the Related Security, the related  Contracts  and  the
     Collections  with respect thereto without the signature  of  the  Seller
     where  permitted  by  law.   A photocopy or other  reproduction  of  the
     applicable  Agreement  and  this Agreement  shall  be  sufficient  as  a
     financing statement where permitted by law.

      SECTION 6.  Collection Agent Fee.  The Collection Agent shall be paid a
collection  agent fee of 1/4 of 1% per annum on the average daily Outstanding
Balance  of Pool Receivables relating to each Receivable Interest,  from  the
date  of  purchase  of  such  Receivable Interest  until  the  later  of  the
Termination  Date  for such Receivable Interest or the  date  on  which  such
Capital is reduced to zero, payable on the last day of each Settlement Period
for such Receivable Interest.  Upon three Business Days' notice to the Agent,
the  Collection  Agent (if not the Seller or its designee) may  elect  to  be
paid,  as such fee, another percentage per annum on the average daily Capital
of  such  Receivable Interest, but in no event in excess for  all  Receivable
Interests  relating to a single Receivables Pool of 110%  of  the  reasonable
costs  and  expenses of the Collection Agent in administering and  collecting
the Receivables in such Receivables Pool.  The collection agent fee shall  be
payable  only  from Collections pursuant to, and subject to the  priority  of
payment set forth in, Section 1.04 of each Agreement.

       SECTION 7.  Rights and Remedies.    If the Collection Agent fails
to perform any of its obligations hereunder or under the Agreements, the
Agent  may  (but  shall  not be required to) itself  perform,  or  cause
performance  of,  such obligation; and the Agent's  costs  and  expenses
incurred in connection therewith shall be payable by the Seller (if  the
Collection  Agent  that  fails  to so  perform  is  the  Seller  or  its
designee).

           (b)   The exercise by the Agent on behalf of the Investors and the
     Banks  of  their  rights hereunder and under the  Agreements  shall  not
     release  the Collection Agent or the Seller from any of their duties  or
     obligations  with respect to any Pool Receivables or under  the  related
     Contracts.   Neither the Agent, the Banks nor the Investors  shall  have
<PAGE>
     any  obligation  or  liability with respect to any Pool  Receivables  or
     related  Contracts, nor shall any of them be obligated  to  perform  the
     obligations of the Seller thereunder.

           (c)   The Seller shall perform its obligations under the Contracts
     related  to  the  Pool Receivables to the same extent as  if  Receivable
     Interests had not been sold.

             (d)     The  Investors  and  the  Banks  shall  be  third  party
     beneficiaries of this Agreement.

       SECTION  8.  Term of Agreement.  The term of this Agreement  shall  be
coterminous with the Agreements unless earlier terminated upon notice by  any
party hereto.  Upon termination of this Agreement, the Collection Agent shall
remit all funds then held by it to the parties as required by Section 1.04 of
the Agreements.

       SECTION 9.  Execution in Counterparts.  This Agreement may be executed
by the parties hereto in separate counterparts, each of which shall be deemed
to  be  an original, and all such counterparts shall together constitute  but
one and the same instrument.

       SECTION  10.   Amendments.  The provisions of this  Agreement  may  be
supplemented, modified or amended only by written instrument signed on behalf
of  the  parties hereto by their duly authorized officers; provided, however,
that  no  material  amendment of this Agreement shall be effective  unless  a
written  statement  is obtained from Duff & Phelps Credit Rating  Co.,  Fitch
Investors Service, Inc. and Standard & Poor's Corporation that the rating  of
the  Issuer's  commercial  paper notes will not be  downgraded  or  withdrawn
solely as a result of such amendment.

      SECTION 11.  Waivers, Consents and Approvals.  No party hereto shall be
deemed  to  have  consented  to, approved or waived  any  matter  under  this
Agreement, unless any purported consent, approval or waiver is expressly  set
forth  in  writing  and signed by the party giving the consent,  approval  or
waiver.  No failure on the part of any party hereto to exercise, and no delay
in  exercising,  any  right hereunder shall operate as a waiver  thereof  nor
shall  any  single  or partial exercise of any right hereunder  preclude  any
<PAGE>
other or further exercise thereof with the exercise of any other right or  be
construed  as  a waiver to or of any other breach of the same  or  any  other
covenant, condition or duty.

       SECTION  12.  Notices, Etc.  Except when telephone communications  are
expressly   authorized   in  this  Agreement,  all   demands,   notices   and
communications  hereunder shall be in writing (which shall include  facsimile
transmission),   shall   be   personally   delivered,   express    couriered,
electronically transmitted (in which case a hard copy shall also be  sent  by
regular mail) or mailed by registered or certified mail to each party  hereto
at  its address set forth under its name on the signature pages hereof or  at
such  other  address  as shall be specified in a notice furnished  hereunder.
Notices  and  communications by facsimile shall be effective  when  sent  and
notices  and  communications  sent by other means  shall  be  effective  when
received.

      SECTION 13.  Headings.  Section headings used in this Agreement are for
convenience  of  reference  only and shall not  affect  the  construction  or
interpretation of this Agreement.

       SECTION  14.   No  Third Party Rights.  Nothing expressed  or  implied
herein  is  intended or shall be construed to confer upon or to give  to  any
person, firm or corporation, other than the parties hereto or as specified in
Section 7(d), any right, remedy or claim under or by reason of this Agreement
or  of  any term, covenant or condition hereof, and all the terms, covenants,
conditions,  promises and agreements contained herein shall be for  the  sole
and  exclusive  benefit  of  the  parties hereto  and  their  successors  and
permitted assigns.

       SECTION  15.   Assignability.   This  Agreement  and  the  rights  and
obligations  hereunder may not be assigned by the Seller  or  the  Collection
Agent without the prior written consent of the Agent.

       SECTION  16.   Severability.  If any provision of  this  Agreement  is
invalid  or  unenforceable,  the balance of this Agreement  shall  remain  in
effect  and,  if any provision is inapplicable to any person or circumstance,
it   shall   nevertheless  remain  applicable  to  all  other   persons   and
circumstances.

       SECTION 17.  No Proceedings.  The Seller, the Collection Agent and the
Agent  each  hereby agree that it shall not institute against,  or  join  any
other   person   in   instituting  against,  the   Issuer   any   bankruptcy,
reorganization,  arrangement, insolvency or liquidation proceeding  or  other
proceedings  under any federal or state bankruptcy or similar  law,  for  one
year and a day after the latest maturing commercial paper note issued by  the
Issuer is paid.
<PAGE>
       SECTION 18.  Governing Law.  This agreement shall be governed by,  and
construed  in  accordance with, the law of the State  of  New  York,  without
giving effect to the conflict of laws principles thereof.

       IN  WITNESS  WHEREOF,  the parties have caused this  Agreement  to  be
executed  by their respective officers thereunto duly authorized, as  of  the
date first above written.

SELLER:           ABF FREIGHT SYSTEM, INC.,
               Individually and as Collection Agent



               By _______________________________
                  Name:
                  Title:

               1000 South 21st Street
               Fort Smith, Arkansas  72901
               Attention:  General Counsel
               Tel. No:  (501) 785-6130
               Facsimile No:  (501) 785-6124
<PAGE>
AGENT:            SOCIETE GENERALE



               By________________________________
                  Name:
                  Title:



               By________________________________
                  Name:
                  Title:

               181 West Madison Street, Suite 3400
               Chicago, IL  60602
               Attention:  Migdalia Lagoa
               Tel No:  (312) 578-5058
               Facsimile No: (312) 578-5099



<PAGE>
                        COLLECTION ACCOUNT AGREEMENT


                                 March 2, 1994


First National Bank
  of Fort Smith
Sixth and Garrison Avenue
Fort Smith, Arkansas  72901


      Re:   ABF Freight System, Inc.
         Account No. 1002155

Ladies and Gentlemen:

       ABF Freight System, Inc. (the "Assignor") hereby notifies you that  in
connection  with  certain  transactions  involving  the  Assignor's  accounts
receivables,  the Assignor will transfer exclusive ownership and  control  of
its  account  no. 1002155 maintained with you (the "Collection  Account")  to
Societe Generale as agent (the "Agent").  This transfer will become effective
upon  your  receipt of a notice of effectiveness, substantially in  the  form
attached hereto as Attachment 1 (the "Notice of Effectiveness"), which  shall
be delivered via facsimile transmission to your attention.

       In  connection with the foregoing, the Assignor and the  Agent  hereby
instruct you, beginning on the date of receipt of the Notice of Effectiveness
to  transfer  all  funds  deposited in the  Collection  Account  pursuant  to
instructions given to you by the Agent from time to time.

      You are hereby further instructed:  (i) that unless and until the Agent
notifies  you  to  the  contrary, you shall  make  such  transfers  from  the
Collection Account at such times and in such manner as the Assignor,  in  its
capacity as servicer for the Agent, shall from time to time instruct  to  the
extent such instructions are not inconsistent with the instructions set forth
herein, and (ii) to permit the Assignor (in its capacity as servicer for  the
<PAGE>
Agent)  and the Agent to obtain upon request any information relating to  the
Collection Account, including, without limitation, any information  regarding
the balance of activity or the Collection Account.

       The  Assignor also hereby notifies you that, beginning on the date  of
receipt  by  facsimile  of  the  Notice  of  Effectiveness  from  the  Agent,
notwithstanding anything herein or elsewhere to the contrary, the Agent shall
be  irrevocably entitled to exercise any and all rights in respect of  or  in
connection  with  the Collection Account, including, without limitation,  the
right  to specify when payments are to be made out of the Collection Account.
The  Agent acts as agent for persons having a continuing interest in  all  of
the checks and their proceeds and all monies and earnings, if any, thereon in
the Collection Account, and you shall be the Agent's agent for the purpose of
holding such property.  The funds deposited into the Collection Account  will
not  be  subject to deduction, set-off, banker's lien, or any other right  in
favor of any person other than the Agent (except that you may set off (i) all
amounts  due  to you in respect of your customary fees and expenses  for  the
routine  maintenance and operation of the Collection Account,  and  (ii)  the
face  amount  of  any  checks  returned  unpaid  because  of  uncollected  or
insufficient funds).

       This  Agreement may not be terminated at any time by the  Assignor  or
you,  without the prior written consent of the Agent.  Neither this Agreement
nor  any provision hereof may be changed, amended, modified or waived  orally
but only by an instrument in writing signed by the Agent and the Assignor.

       You  shall not assign or transfer your rights or obligations hereunder
(other than to the Agent) without the prior written consent of the Agent  and
the  Assignor.   Subject to the preceding sentence, this Agreement  shall  be
binding  upon each of the parties hereto and their respective successors  and
assigns, and shall inure to the benefit of, and be enforceable by, the Agent,
each of the parties hereto and their respective successors and assigns.

       You  hereby represent that the person signing this Agreement  on  your
behalf is duly authorized by you to so sign.

       You  agree  to  give the Agent and the Assignor prompt notice  if  the
Collection  Account  becomes  subject  to  any  writ,  judgment,  warrant  of
attachment, execution or similar process.
<PAGE>
       Any notice, demand or other communication required or permitted to  be
given  hereunder  shall be in writing and may be (a) personally  served,  (b)
sent by courier service, (c) telecopied or (d) sent by United States mail and
shall  be  deemed  to  have  been given when (i) delivered  in  person,  (ii)
delivered  by  courier service, (iii) upon receipt of the  telecopy  or  (iv)
three  Business  Days after deposit in the United States mail (registered  or
certified,  with postage prepaid and properly addressed).  For  the  purposes
hereof,  (x) the addresses of the parties hereto shall be as set forth  below
each  party's name below, or, as to each party, at such other address as  may
be  designated by such party in a written notice to the other party  and  the
Agent,  and  (y)  the address of Societe Generale shall be 181  West  Madison
Street, Suite 3400, Chicago, Illinois 60602, facsimile: (312) 578-5099, Attn:
Migdalia Lagoa or at such other address as may be designated by the Agent  in
a written notice to each of the parties hereto.


<PAGE>
       Please  agree  to  the  terms  of, and acknowledge  receipt  of,  this
Agreement by signing in the space provided below.

                  Very truly yours,

                  ABF FREIGHT SYSTEM, INC.


                  By:
                  Name:
                  Title:

                  1000 South 21st Street
                  Fort Smith, Arkansas  72901
                  Attention:  General Counsel
                  Tel. No:  (501) 785-6130
                  Facsimile No:  (501) 785-6124

ACKNOWLEDGED AND AGREED:
FIRST NATIONAL BANK OF FORT SMITH

By:
Title:
Date:

Address: Sixth and Garrison Avenue
      Fort Smith, Arkansas  72901
Attention:  Mont Echols, Executive Vice President
Facsimile No.:  (501) 782-8856

<PAGE>
                                                                 ATTACHMENT 1
                                                 COLLECTION ACCOUNT AGREEMENT



                           NOTICE OF EFFECTIVENESS



VIA FACSIMILE TRANSMISSION

TO:         First National Bank of Fort Smith
DATED:      [Date]
ATTENTION:

      Re:   Account No. 1002155

Gentlemen:

       Pursuant  to  the  Collection Account Agreement  between  ABF  Freight
System, Inc. and you, dated as of March 2, 1994 (the "Agreement"), we  hereby
give  you  notice  that  the  transfers of  the  above-referenced  Collection
Account, as described in the Agreement, are effective as of the date  hereof.
You  are  hereby  instructed to comply immediately with the instructions  set
forth  in the Agreement and, until we notify you to the contrary, to transfer
all  funds deposited in the Collection Account to account number ________  at
______________________________.

                     SOCIETE GENERALE
                       as Agent


                     By:
                     Name:
                     Title:




<PAGE>
ACKNOWLEDGED AND AGREED:
FIRST NATIONAL BANK OF FORT SMITH

By:
Title:
Date:

Address: Sixth and Garrison Avenue
      Fort Smith, Arkansas  72901
Attention:  Mont Echols, Executive Vice President
Facsimile No.:  (501) 782-8856

<PAGE>
                  PARENT UNDERTAKING AGREEMENT

      AGREEMENT, dated as of March 2, 1994, made by Arkansas Best
Corporation, a corporation organized and existing under the laws of Delaware
(the "Parent"), in favor of Renaissance Asset Funding Corp. (the "Issuer"), a
Delaware corporation, and Societe Generale as agent (the "Agent") for the
Investors.

      PRELIMINARY STATEMENTS:

      (1)   The Issuer and the Agent have entered into a Receivables Purchase
Agreement, dated as of March 2, 1994 (such agreement, as it may hereafter be
amended or otherwise modified from time to time, being the "Receivables
Agreement," the terms defined therein and not otherwise defined herein being
used herein as therein defined) with ABF Freight System, Inc., a corporation
organized and existing under the laws of Delaware (the "Seller").

      (2)   It is a condition precedent to the making of purchases of
Receivable Interests by the Issuer under the Receivables Agreement that the
Parent, as beneficial owner of one hundred percent of the outstanding shares
of stock of the Seller, shall have executed and delivered this Agreement.

      NOW, THEREFORE, in consideration of the premises and in order to induce
the Issuer to make purchases under the Receivables Agreement, the Parent
hereby agrees as follows:

      SECTION 1.  Unconditional Undertaking.  (a) The Parent hereby
unconditionally and irrevocably undertakes and agrees with and for the
benefit of the Agent (and the parties for whom it acts as agent) to cause the
due and punctual performance and observance by the Seller and its successors
and assigns of all of the terms, covenants, conditions, agreements and
undertakings on the part of the Seller (whether as Seller, Collection Agent
or otherwise) to be performed or observed under the Receivables Agreement,
Collection Agent Agreement or any document delivered in connection with the
Receivables Agreement in accordance with the terms thereof, including the
punctual payment when due of all obligations of the Seller now or hereafter
existing under the Receivables Agreement, whether for indemnification
payments, fees, expenses or similar obligations (all of the foregoing being
the "Obligations"), and agrees to pay any and all expenses (including
<PAGE>
reasonable counsel fees and expenses) incurred by the Agent (and the parties
for whom they act as agent) in enforcing any rights under this Agreement.

      (b)  In the event that the Seller shall fail in any manner whatsoever
to perform or observe any of the Obligations when the same shall be required
to be performed or observed under the Receivables Agreement or any such other
document, then the Parent will duly and punctually perform or observe, or
cause to be duly and punctually performed or observed, such Obligations, and
it shall not be a condition to the accrual of the obligation of the Parent
hereunder to perform or observe any Obligation (or to cause the same to be
performed or observed) that the Agent shall have first made any request of or
demand upon or given any notice to the Parent or to the Seller or their
respective successors or assigns, or have instituted any action or proceeding
against the Parent or the Seller or their respective successors or assigns in
respect thereof.

      SECTION 2.  Obligation Absolute.  The Parent undertakes that the
Obligations will be performed or paid strictly in accordance with the terms
of the Receivables Agreement and any other document delivered in connection
with the Receivables Agreement, regardless of any law, regulation or order
now or hereafter in effect in any jurisdiction affecting any of such terms or
the rights of the Agent or the Investors with respect thereto.  The
obligations of the Parent under this Agreement are independent of the
Obligations, and a separate action or actions may be brought and prosecuted
against the Parent to enforce this Agreement, irrespective of whether any
action is brought against the Seller or whether the Seller is joined in any
such action or actions.  The liability of the Parent under this Agreement
shall be absolute and unconditional irrespective of:

        (i)   any lack of validity or enforceability of the Receivables
     Agreement or any other agreement or instrument relating thereto;

        (ii)  any change in the time, manner or place of payment of, or in
     any other term of, all or any of the Obligations, or any other amendment
     or waiver of or any consent to departure from the Receivables Agreement
     or any other agreement or instrument relating thereto, including,
     without limitation, any increase in the Obligations resulting from
     additional purchases of Receivable Interests or otherwise;

        (iii)  any taking, exchange, release or non-perfection of any
     collateral, or any taking, release or amendment or waiver of or consent
     to departure from any guaranty, for all or any of the Obligations;
<PAGE>
        (iv)  any manner of application of collateral, or proceeds thereof,
     to all or any of the Obligations, or any manner of sale or other
     disposition of any collateral for all or any of the Obligations or any
     other assets of the Seller or any of its subsidiaries;

        (v)   any change, restructuring or termination of the corporate
     structure or existence of the Seller or any of its subsidiaries; or

        (vi)  any other circumstance that might otherwise constitute a
     defense available to, or a discharge of, the Seller or a guarantor.

This Agreement shall continue to be effective or be reinstated, as the case
may be, if at any time any payment of any of the Obligations is rescinded or
must otherwise be returned by the Agent or any Investor upon the insolvency,
bankruptcy or reorganization of the Seller or otherwise, all as though
payment had not been made.

      SECTION 3.  Waiver.  The Parent hereby waives promptness, diligence,
notice of acceptance and any other notice with respect to any of the
Obligations and this Agreement and any requirement that the Agent or any
Investor protect, secure, perfect or insure any security interest or lien or
any property subject thereto or exhaust any right or take any action against
the Seller or any other person or entity or any collateral.

      SECTION 4.  Subrogation.  The Parent will not exercise any rights which
it may acquire by way of subrogation under this Agreement, by any payment or
performance made hereunder or otherwise, until all the Obligations and all
other amounts payable under this Agreement shall have been paid and performed
in full and the Facility Termination Date shall have occurred.  If any amount
shall be paid to the Parent on account of such subrogation rights at any time
prior to the later of (x) the payment and performance in full of the
Obligations and the payment of all other amounts payable under this Agreement
and (y) the Facility Termination Date, such amount shall be held in trust for
the benefit of the Agent and the Investors and shall forthwith be paid to the
Agent to be credited and applied upon the Obligations, whether matured or
unmatured, in accordance with the terms of the Receivables Agreement or to be
held by the Agent as collateral security for any Obligations thereafter
existing.  If (i) the Parent shall make payment to the Agent or the Investors
of all or any part of the Obligations, (ii) all the Obligations and all other
amounts payable under this Agreement shall be paid
<PAGE>
and performed in full and (iii) the Facility Termination Date shall have
occurred, the Agent and the Investors will, at the Parent's request, execute
and deliver to the Parent appropriate documents, without recourse and without
representation or warranty, necessary to evidence the transfer by subrogation
to the Parent of an interest in the Obligations resulting from such payment
by the Parent.

      SECTION 5.  Representations and Warranties.  The Parent represents and
warrants as follows:

      (a)   The Parent is a corporation duly incorporated, validly existing
and in good standing under the laws of the jurisdiction of its organization.

      (b)   The execution, delivery and performance by the Parent of this
Agreement are within the Parent's corporate powers, have been duly authorized
by all necessary corporate action, do not contravene (i) the charter,
articles of incorporation or by-laws of the Parent or (ii) law or any
contractual restriction binding on or affecting the Parent.

      (c)   No authorization or approval or other action by, and no notice to
or filing with, any governmental authority or regulatory body is required for
the due execution, delivery and performance by the Parent of this Agreement.

      (d)   This Agreement is the legal, valid and binding obligation of the
Parent enforceable against the Parent in accordance with its terms, subject
to bankruptcy, insolvency or other similar laws affecting creditors' rights
generally and to general principles of equity (whether considered in a
proceeding in equity or at law).

      (e)   The consolidated financial statements of the Parent as of
December 31, 1992 and for the fiscal year then ended, copies of which have
been furnished to the Agent, fairly present the financial condition of the
Parent on a consolidated basis as at such date and its results of operations
on a consolidated basis for the period covered, all in accordance with
generally accepted accounting principles consistently applied (except as
stated in the notes thereto), and since such date there has been no material
adverse change in such financial condition or results of operations on a
consolidated basis.

      (f)   There is no pending threatened action or proceeding affecting the
Parent before any court, governmental agency or arbitrator which may
<PAGE>
materially adversely affect the financial condition or operations of the
Parent or the ability of the Parent to perform its obligations under this
Agreement or which purports to affect the legality, validity or
enforceability of this Agreement.

      (g)   Each information, financial statement, document, book, record or
report furnished or to be furnished at any time by the Parent to the Agent or
any Investor in connection with this Agreement is or will be accurate in all
material respects as of its date or (except as otherwise disclosed to the
Agent or such Investor, as the case may be, at such time) as of the date so
furnished, and no such document contains or will contain any untrue statement
of a material fact or omits or will omit to state a material fact necessary
in order to make the statements contained therein, in the light of the
circumstances under which they were made, not misleading.

      (h)   There are no conditions precedent to the effectiveness of this
Agreement that have not been satisfied or waived.

      (i)  The Parent is the direct or indirect beneficial owner of all of
the issued and outstanding shares of each class of the capital stock of the
Seller and all such shares of capital stock have been duly authorized and
issued and are fully paid and nonassessable.

      (j)  The obligations of the Parent under this Agreement do rank and
will rank at least pari passu in priority of payment and in all other
respects with all other unsecured Debt of the Parent.

      SECTION 6.  Covenants.  The Parent covenants and agrees that, until the
latest of the Facility Termination Date, the date on which no Capital of any
Receivable Interest shall be outstanding or the date all other amounts owed
by the Seller under the Receivables Agreement to the Investors or the Agent
are paid in full, the Parent will, unless the Agent shall otherwise consent
in writing:

        (a)   Compliance with Laws, Etc.  Comply in all material respects
     with all applicable laws, rules, regulations and orders with respect to
     it, its business and properties.

        (b)   Preservation of Corporate Existence.  Preserve and maintain its
     corporate existence, rights, franchises and privileges in the
     jurisdiction of its incorporation, and qualify and remain qualified in
     good standing as a foreign corporation in each relevant jurisdiction,
<PAGE>
     except to the extent that the failure so to preserve and maintain such
     existence, rights, franchises, privileges and qualification would not
     materially adversely affect the interests of the Investors or the Agent
     hereunder, or the ability of the Parent to perform its obligations
     hereunder.

        (c)   Reporting Requirements.  Furnish to the Agent:

                (i)   as soon as available and in any event within 45 days
          after the end of the first three quarters of each fiscal year of
          the Parent, a copy of the Parent's quarterly report on Form 10-Q,
          filed with the Securities and Exchange Commission certified by the
          chief financial officer of the Parent;

                (ii)  as soon as available and in any event within 90 days
          after the end of each fiscal year of the Parent, a copy of the
          Parent's annual report on Form 10-K for such year for the Parent
          and its subsidiaries, containing financial statements for such year
          audited by Ernst & Young or other independent public accountants
          acceptable to the Agent;

                (iii)    as soon as possible and in any event within five
          days after the occurrence of each Event of Termination and each
          event which, with the giving of notice or lapse of time, or both,
          would constitute an Event of Termination, a statement of the chief
          financial officer of the Parent setting forth details of such Event
          of Termination or event and the action that the Parent has taken
          and proposes to take with respect thereto;

                (iv)  promptly after the sending or filing thereof, copies of
          all reports which the Parent sends to any of its security holders,
          and copies of all reports and registration statements which the
          Parent files with the Securities and Exchange Commission or any
          national securities exchange;

                (v)   promptly after the filing or receiving thereof, copies
          of all reports and notices, if any, which the Parent or any
          subsidiary files under ERISA with the Internal Revenue Service or
          the Pension Benefit Guaranty Corporation or the U.S. Department of
          Labor or which the Parent or any subsidiary receives from any of
          the foregoing or from any multiemployer plan (within the meaning of
<PAGE>
             Section 4001(a)(3) of ERISA) to which the Seller or any
          subsidiary is or was, within the preceding five years, a
          contributing employer, in each case in respect of the assessment of
          withdrawal liability or an event or condition which could, in the
          aggregate, result in the imposition of liability on the Seller
          and/or any such subsidiary in excess of $1,000,000; and

                (vi)  such other information, documents, records or reports
          respecting the condition or operations, financial or otherwise, of
          the Parent or any of its subsidiaries as the Agent may from time to
          time reasonably request.

      (d)  Stock Ownership.  Be the registered and beneficial owner of all of
the issued and outstanding shares of each class of the capital stock of the
Seller.

      SECTION 7.  Amendments, Etc.  No amendment or waiver of any provision
of this Agreement, and no consent to any departure by the Parent herefrom,
shall in any event be effective unless the same shall be in writing and
signed by the Parent (only with respect to amendments) and the Agent, as
agent for the Investors, and then such waiver or consent shall be effective
only in the specific instance and for the specific purpose for which given.

      SECTION 8.  Addresses for Notices.  All notices and other
communications hereunder shall be in writing (which shall include facsimile
communication), shall be personally delivered, express couriered,
electronically transmitted (in which case a hard copy shall also be sent by
regular mail) or mailed by registered or certified mail, if to the Agent, at
the following address: Societe Generale, 181 West Madison Street, Suite 3400,
Chicago, Illinois 60602, Facsimile: (312) 578-5099, Attention:  Migdalia
Lagoa and if to the Parent, at the address set forth under its name on the
signature pages hereof, or, as to any party, at such other address as shall
be designated by such party in a written notice to each other party.  Notices
and communications by facsimile shall be effective when sent, and notices and
communications sent by other means shall be effective when received.

      SECTION 9.  No Waiver; Remedies.  No failure on the part of the Agent
or any Investor to exercise, and no delay in exercising, any right hereunder
shall operate as a waiver thereof; nor shall any single or partial exercise
of any right hereunder preclude any other or further exercise thereof or the
<PAGE>
exercise of any other right.  The remedies herein provided are cumulative and
not exclusive of any remedies provided by law.

      SECTION 10.  Continuing Agreement; Assignments under the Receivables
Agreement.  This Agreement is a continuing agreement and shall

        (i) remain in full force and effect until the later of (x) the
     payment and performance in full of the Obligations and the payment of
     all other amounts payable under this Agreement and (y) the Facility
     Termination Date,

        (ii) be binding upon the Parent, its successors and assigns, and

        (iii) inure to the benefit of, and be enforceable by, the Agent, the
     Investors and their respective successors, transferees and assigns.

Without limiting the generality of the foregoing clause (iii), any Investor
may assign all or any of its interest in Receivable Interests under the
Receivables Agreement to any assignee permitted under the Receivables
Agreement, and such assignee shall thereupon become vested with all the
benefits in respect thereof granted to such Investor herein or otherwise.

      SECTION 11.   Governing Law.  This Agreement shall be governed by, and
construed in accordance with, the law of the State of New York, without
giving effect to the conflicts of laws principles thereof.

<PAGE>
      IN WITNESS WHEREOF, the Parent has caused this Agreement to be duly
executed and delivered by its officer thereunto duly authorized as of the
date first above written.



               ARKANSAS BEST CORPORATION



               By:__________________________________
                  Name:
                  Title:
                  Address: 1000 South 21st Street
                        Fort Smith, Arkansas  72901
                        Attention:  General Counsel
                        Facsimile: (501) 785-6124



<PAGE>
                        PARENT UNDERTAKING AGREEMENT

        AGREEMENT,  dated  as  of  March  2,  1994,  made  by  Arkansas  Best
Corporation, a corporation organized and existing under the laws of  Delaware
(the "Parent"), in favor of Societe Generale, as agent (the "Agent") for  the
Banks.

      PRELIMINARY STATEMENTS:

       (1)    The  Agent  has entered into an Alternate Receivables  Purchase
Agreement, dated as of March 2, 1994 (such agreement, as it may hereafter  be
amended  or  otherwise  modified  from time to  time,  being  the  "Alternate
Receivables  Agreement," the terms defined therein and not otherwise  defined
herein being used herein as therein defined) with ABF Freight System, Inc., a
corporation organized and existing under the laws of Delaware (the "Seller").

       (2)    It  is  a  condition precedent to the making  of  purchases  of
Receivable  Interests by the Banks under the Alternate Receivables  Agreement
that  the  Parent,  as  beneficial  owner  of  one  hundred  percent  of  the
outstanding shares of stock of the Seller, shall have executed and  delivered
this Agreement.

      NOW, THEREFORE, in consideration of the premises and in order to induce
the  Issuer to make purchases under the Alternate Receivables Agreement,  the
Parent hereby agrees as follows:

        SECTION  1.   Unconditional  Undertaking.   (a)  The  Parent   hereby
unconditionally  and  irrevocably undertakes and  agrees  with  and  for  the
benefit of the Agent (and the parties for whom it acts as agent) to cause the
due  and punctual performance and observance by the Seller and its successors
and  assigns  of  all  of  the terms, covenants, conditions,  agreements  and
undertakings  on the part of the Seller (whether as Seller, Collection  Agent
or  otherwise)  to  be performed or observed under the Alternate  Receivables
Agreement, Receivables Purchase Agreement, Collection Agent Agreement or  any
document delivered in connection with the Alternate Receivables Agreement  in
accordance with the terms thereof, including the punctual payment when due of
all  obligations of the Seller now or hereafter existing under the  Alternate
<PAGE>
Receivables  Agreement, whether for indemnification payments, fees,  expenses
or  similar  obligations (all of the foregoing being the "Obligations"),  and
agrees  to  pay any and all expenses (including reasonable counsel  fees  and
expenses) incurred by the Agent (and the parties for whom they act as  agent)
in enforcing any rights under this Agreement.

       (b)   In the event that the Seller shall fail in any manner whatsoever
to  perform or observe any of the Obligations when the same shall be required
to  be performed or observed under the Alternate Receivables Agreement or any
such  other  document,  then the Parent will duly and punctually  perform  or
observe,  or  cause  to be duly and punctually performed  or  observed,  such
Obligations, and it shall not be a condition to the accrual of the obligation
of the Parent hereunder to perform or observe any Obligation (or to cause the
same  to  be performed or observed) that the Agent shall have first made  any
request of or demand upon or given any notice to the Parent or to the  Seller
or  their respective successors or assigns, or have instituted any action  or
proceeding against the Parent or the Seller or their respective successors or
assigns in respect thereof.

       SECTION  2.   Obligation  Absolute.  The Parent  undertakes  that  the
Obligations will be performed or paid strictly in accordance with  the  terms
of  the  Alternate Receivables Agreement and any other document delivered  in
connection with the Alternate Receivables Agreement, regardless of  any  law,
regulation or order now or hereafter in effect in any jurisdiction  affecting
any  of  such  terms  or the rights of the Agent or the  Banks  with  respect
thereto.   The obligations of the Parent under this Agreement are independent
of  the  Obligations, and a separate action or actions  may  be  brought  and
prosecuted  against  the  Parent to enforce this Agreement,  irrespective  of
whether  any  action is brought against the Seller or whether the  Seller  is
joined in any such action or actions.  The liability of the Parent under this
Agreement shall be absolute and unconditional irrespective of:

         (i)    any  lack  of  validity or enforceability  of  the  Alternate
     Receivables  Agreement  or any other agreement  or  instrument  relating
     thereto;

         (ii)   any change in the time, manner or place of payment of, or  in
     any other term of, all or any of the Obligations, or any other amendment
     or  waiver of or any consent to departure from the Alternate Receivables
     Agreement  or  any  other  agreement  or  instrument  relating  thereto,
<PAGE>
     including, without limitation, any increase in the Obligations resulting
     from additional purchases of Receivable Interests or otherwise;

         (iii)   any  taking,  exchange, release  or  non-perfection  of  any
     collateral, or any taking, release or amendment or waiver of or  consent
     to departure from any guaranty, for all or any of the Obligations;

         (iv)   any manner of application of collateral, or proceeds thereof,
     to  all  or  any  of  the Obligations, or any manner of  sale  or  other
     disposition of any collateral for all or any of the Obligations  or  any
     other assets of the Seller or any of its subsidiaries;

         (v)    any  change,  restructuring or termination of  the  corporate
     structure or existence of the Seller or any of its subsidiaries; or

         (vi)   any  other  circumstance that might  otherwise  constitute  a
     defense available to, or a discharge of, the Seller or a guarantor.

This  Agreement shall continue to be effective or be reinstated, as the  case
may be, if at any time any payment of any of the Obligations is rescinded  or
must  otherwise  be  returned by the Agent or any Bank upon  the  insolvency,
bankruptcy  or  reorganization of the Seller  or  otherwise,  all  as  though
payment had not been made.

       SECTION  3.  Waiver.  The Parent hereby waives promptness,  diligence,
notice  of  acceptance  and  any other notice with  respect  to  any  of  the
Obligations and this Agreement and any requirement that the Agent or any Bank
protect,  secure,  perfect or insure any security interest  or  lien  or  any
property subject thereto or exhaust any right or take any action against  the
Seller or any other person or entity or any collateral.

      SECTION 4.  Subrogation.  The Parent will not exercise any rights which
it  may acquire by way of subrogation under this Agreement, by any payment or
performance  made hereunder or otherwise, until all the Obligations  and  all
other amounts payable under this Agreement shall have been paid and performed
in  full  and  the Commitment Termination Date shall have occurred.   If  any
amount  shall be paid to the Parent on account of such subrogation rights  at
any time prior to the later of (x) the payment and performance in full of the
Obligations and the payment of all other amounts payable under this Agreement
and   (y)   the   Commitment  Termination  Date,   such   amount   shall   be
<PAGE>
held  in trust for the benefit of the Agent and the Banks and shall forthwith
be paid to the Agent to be credited and applied upon the Obligations, whether
matured  or  unmatured,  in  accordance  with  the  terms  of  the  Alternate
Receivables  Agreement or to be held by the Agent as collateral security  for
any Obligations thereafter existing.  If (i) the Parent shall make payment to
the  Agent or the Banks of all or any part of the Obligations, (ii)  all  the
Obligations and all other amounts payable under this Agreement shall be  paid
and  performed in full and (iii) the Commitment Termination Date  shall  have
occurred, the Agent and the Banks will, at the Parent's request, execute  and
deliver  to  the Parent appropriate documents, without recourse  and  without
representation or warranty, necessary to evidence the transfer by subrogation
to  the  Parent of an interest in the Obligations resulting from such payment
by the Parent.

       SECTION 5.  Representations and Warranties.  The Parent represents and
warrants as follows:

       (a)    The Parent is a corporation duly incorporated, validly existing
and in good standing under the laws of the jurisdiction of its organization.

       (b)    The execution, delivery and performance by the Parent  of  this
Agreement are within the Parent's corporate powers, have been duly authorized
by  all  necessary  corporate  action, do not  contravene  (i)  the  charter,
articles  of  incorporation  or by-laws of the Parent  or  (ii)  law  or  any
contractual restriction binding on or affecting the Parent.

      (c)   No authorization or approval or other action by, and no notice to
or filing with, any governmental authority or regulatory body is required for
the due execution, delivery and performance by the Parent of this Agreement.

       (d)   This Agreement is the legal, valid and binding obligation of the
Parent  enforceable against the Parent in accordance with its terms,  subject
to  bankruptcy, insolvency or other similar laws affecting creditors'  rights
generally  and  to  general  principles of equity (whether  considered  in  a
proceeding in equity or at law).

       (e)    The  consolidated financial statements  of  the  Parent  as  of
December  31, 1992 and for the fiscal year then ended, copies of  which  have
been  furnished to the Agent, fairly present the financial condition  of  the
Parent  on a consolidated basis as at such date and its results of operations
on  a  consolidated  basis for the period covered,  all  in  accordance  with
<PAGE>
generally  accepted  accounting principles consistently  applied  (except  as
stated  in the notes thereto), and since such date there has been no material
adverse  change  in such financial condition or results of  operations  on  a
consolidated basis.

      (f)   There is no pending threatened action or proceeding affecting the
Parent  before  any  court,  governmental  agency  or  arbitrator  which  may
materially  adversely  affect the financial condition or  operations  of  the
Parent  or  the ability of the Parent to perform its obligations  under  this
Agreement   or   which   purports  to  affect  the  legality,   validity   or
enforceability of this Agreement.

       (g)   Each information, financial statement, document, book, record or
report furnished or to be furnished at any time by the Parent to the Agent or
any  Bank  in  connection with this Agreement is or will be accurate  in  all
material  respects as of its date or (except as otherwise  disclosed  to  the
Agent  or  such  Bank, as the case may be, at such time) as of  the  date  so
furnished, and no such document contains or will contain any untrue statement
of  a  material fact or omits or will omit to state a material fact necessary
in  order  to  make  the statements contained therein, in the  light  of  the
circumstances under which they were made, not misleading.

       (h)    There are no conditions precedent to the effectiveness of  this
Agreement that have not been satisfied or waived.

       (i)   The Parent is the direct or indirect beneficial owner of all  of
the  issued and outstanding shares of each class of the capital stock of  the
Seller  and  all  such shares of capital stock have been duly authorized  and
issued and are fully paid and nonassessable.

       (j)   The  obligations of the Parent under this Agreement do rank  and
will  rank  at  least  pari passu in priority of payment  and  in  all  other
respects with all other unsecured Debt of the Parent.

      SECTION 6.  Covenants.  The Parent covenants and agrees that, until the
latest  of  the Commitment Termination Date, the date on which no Capital  of
any  Receivable Interest shall be outstanding or the date all  other  amounts
owed by the Seller under the Alternate Receivables Agreement to the Banks  or
the Agent are paid in full, the Parent will, unless the Agent shall otherwise
consent in writing:
<PAGE>
         (a)    Compliance  with Laws, Etc.  Comply in all material  respects
     with all applicable laws, rules, regulations and orders with respect  to
     it, its business and properties.

        (b)   Preservation of Corporate Existence.  Preserve and maintain its
     corporate   existence,  rights,  franchises  and   privileges   in   the
     jurisdiction  of its incorporation, and qualify and remain qualified  in
     good  standing  as a foreign corporation in each relevant  jurisdiction,
     except  to the extent that the failure so to preserve and maintain  such
     existence,  rights, franchises, privileges and qualification  would  not
     materially  adversely  affect the interests of the  Bank  or  the  Agent
     hereunder,  or  the  ability of the Parent to  perform  its  obligations
     hereunder.

        (c)   Reporting Requirements.  Furnish to the Agent:

             (i)   as soon as available and in any event within 45 days after
          the  end  of  the first three quarters of each fiscal year  of  the
          Parent, a copy of the Parent's quarterly report on Form 10-Q, filed
          with  the Securities and Exchange Commission certified by the chief
          financial officer of the Parent;

             (ii)  as soon as available and in any event within 90 days after
          the  end  of each fiscal year of the Parent, a copy of the Parent's
          annual  report  on Form 10-K for such year for the Parent  and  its
          subsidiaries, containing financial statements for such year audited
          by Ernst & Young or other independent public accountants acceptable
          to the Agent;

              (iii)    as soon as possible and in any event within five  days
          after  the  occurrence of each Event of Termination and each  event
          which,  with the giving of notice or lapse of time, or both,  would
          constitute  an  Event  of  Termination, a statement  of  the  chief
          financial officer of the Parent setting forth details of such Event
          of  Termination or event and the action that the Parent  has  taken
          and proposes to take with respect thereto;

              (iv)   promptly after the sending or filing thereof, copies  of
          all  reports which the Parent sends to any of its security holders,
          and  copies  of all reports and registration statements  which  the
          Parent
<PAGE>
          files  with the Securities and Exchange Commission or any  national
          securities exchange;

              (v)   promptly after the filing or receiving thereof, copies of
          all reports and notices, if any, which the Parent or any subsidiary
          files  under ERISA with the Internal Revenue Service or the Pension
          Benefit  Guaranty Corporation or the U.S. Department  of  Labor  or
          which  the  Parent  or  any subsidiary receives  from  any  of  the
          foregoing  or  from any multiemployer plan (within the  meaning  of
          Section  4001(a)(3) of ERISA) to which the Seller or any subsidiary
          is  or  was,  within  the  preceding  five  years,  a  contributing
          employer,  in each case in respect of the assessment of  withdrawal
          liability  or an event or condition which could, in the  aggregate,
          result in the imposition of liability on the Seller and/or any such
          subsidiary in excess of $1,000,000; and

              (vi)   such  other information, documents, records  or  reports
          respecting the condition or operations, financial or otherwise,  of
          the Parent or any of its subsidiaries as the Agent may from time to
          time reasonably request.

      (d)  Stock Ownership.  Be the registered and beneficial owner of all of
the  issued and outstanding shares of each class of the capital stock of  the
Seller.

       SECTION  7.  Amendments, Etc.  No amendment or waiver of any provision
of  this  Agreement, and no consent to any departure by the Parent  herefrom,
shall  in  any  event be effective unless the same shall be  in  writing  and
signed  by  the  Parent (only with respect to amendments) and the  Agent,  as
agent for the Banks, and then such waiver or consent shall be effective  only
in the specific instance and for the specific purpose for which given.

        SECTION   8.    Addresses  for  Notices.   All  notices   and   other
communications  hereunder shall be in writing (which shall include  facsimile
communication),   shall   be   personally   delivered,   express   couriered,
electronically transmitted (in which case a hard copy shall also be  sent  by
regular mail) or mailed by registered or certified mail, if to the Agent,  at
the following address: Societe Generale, 181 West Madison Street, Suite 3400,
Chicago,  Illinois  60602,  Facsimile: (312) 578-5099,  Attention:   Migdalia
Lagoa  and if to the Parent, at the address set forth under its name  on  the
<PAGE>
signature pages hereof, or, as to any party, at such other address  as  shall
be designated by such party in a written notice to each other party.  Notices
and communications by facsimile shall be effective when sent, and notices and
communications sent by other means shall be effective when received.

       SECTION 9.  No Waiver; Remedies.  No failure on the part of the  Agent
or  any  Bank  to  exercise, and no delay in exercising, any right  hereunder
shall  operate as a waiver thereof; nor shall any single or partial  exercise
of  any right hereunder preclude any other or further exercise thereof or the
exercise of any other right.  The remedies herein provided are cumulative and
not exclusive of any remedies provided by law.

       SECTION  10.   Continuing Agreement; Assignments under  the  Alternate
Receivables Agreement.  This Agreement is a continuing agreement and shall

         (i)  remain  in  full force and effect until the later  of  (x)  the
     payment  and performance in full of the Obligations and the  payment  of
     all  other  amounts payable under this Agreement and (y) the  Commitment
     Termination Date,

        (ii) be binding upon the Parent, its successors and assigns, and

         (iii) inure to the benefit of, and be enforceable by, the Agent, the
     Banks and their respective successors, transferees and assigns.

Without  limiting the generality of the foregoing clause (iii), any Bank  may
assign all or any of its interest in Receivable Interests under the Alternate
Receivables   Agreement  to  any  assignee  permitted  under  the   Alternate
Receivables  Agreement, and such assignee shall thereupon become vested  with
all  the  benefits  in  respect thereof granted to such  Investor  herein  or
otherwise.

       SECTION 11.   Governing Law.  This Agreement shall be governed by, and
construed  in  accordance with, the law of the State  of  New  York,  without
giving effect to the conflicts of laws principles thereof.

<PAGE>
       IN  WITNESS WHEREOF, the Parent has caused this Agreement to  be  duly
executed  and delivered by its officer thereunto duly authorized  as  of  the
date first above written.



               ARKANSAS BEST CORPORATION



               By:__________________________________
                  Name:
                  Title:
                  Address: 1000 South 21st Street
                        Fort Smith, Arkansas  72901
                        Attention:  General Counsel
                        Facsimile: (501) 785-6124