December 31
                                                1996        1995   
                                                   ($ thousands)

Revolving Credit and Term Loan Facility (1)  $ 227,948   $ 278,000
Subordinated Debentures (2)                     44,855      47,016
General Office Agreement (3)                    15,000      17,000
Treadco Credit Agreement (4)                    10,300      10,000
Capitalized lease obligations (5)               57,962      68,303
Other                                            9,967       5,459 
                                               366,032     425,778
Less current portion                            39,082      26,634 
                                             $ 326,950   $ 399,144 

(1)

The Company is party to a $347 million credit agreement (the “Credit Agreement”) with Societe Generale, Southwest Agency as Managing and Administrative Agent and NationsBank of Texas, N.A., as Documentation Agent, and with 14 other participating banks. The Credit Agreement included a $72 million term loan and provides for up to $275 million of revolving credit loans (including letters of credit).

Term Loan and Revolving Credit advances bear interest at one of the following rates, at the Company’s option: (a) Prime Rate advance or (b) Eurodollar Rate advance. A Prime Rate advance bears an interest rate equal to the lesser of (i) the Adjusted Prime Rate plus the Applicable Margin and (ii) the maximum nonusurious interest rate under applicable law. The Adjusted Prime Rate is equal to the greater of the prime rate offered by Societe Generale or the Federal Funds Rate plus 1/2%. The Applicable Margin is determined as a function of the ratio of the Company’s consolidated indebtedness to its consolidated earnings before interest, taxes, depreciation and amortization. Eurodollar Rate advances shall bear an interest rate per annum equal to the lesser of (i) the Eurodollar Rate offered by Societe Generale plus the Applicable Margin and (ii) the maximum nonusurious interest rate under applicable law. The Company has paid and will continue to pay certain customary fees for such commitments and advances. At December 31, 1996, the average interest rate on the Credit Agreement was 8.2%.

There were $187 million of Revolver Advances, $40.9 million of Term Advances and approximately $71.9 million of letters of credit outstanding at December 31, 1996. The Revolver Advances are payable on August 11, 1998. The Term Loan is payable in installments through August 1998. The Credit Agreement requires that net proceeds received from certain asset sales be applied against the Term Loan balance. Outstanding revolving credit advances may not exceed a borrowing base calculated using the Company’s equipment and real estate, the Treadco common stock owned by the Company, and eligible receivables. The Company has pledged substantially all revenue equipment and real property not already pledged under other debt obligations.

The Credit Agreement contains various covenants which limit, among other things, indebtedness, distributions, capital expenditures, asset sales, restricted payments, investments, loans and advances, as well as requiring the Company to meet certain financial tests. As of December 31, 1996, the Company was not in compliance with certain covenants relating to financial tests, and the Company obtained a waiver through January 31, 1997. On January 31, 1997, the Company obtained an amendment to the Credit Agreement which included revised financial covenants with which the Company is in compliance. The Credit Agreement had previously been amended in February 1996, including a revision of terms and financial covenants.

In February 1996, the Company obtained an additional credit agreement which provided for borrowings of up to $30 million. Borrowings under this agreement bear interest at either an adjusted prime rate plus 2% or a maximum rate as defined in the agreement or the Eurodollar rate plus 3% or a maximum rate as defined in the agreement. The maturity date of this agreement is March 31, 1997. In connection with the January, 1997 amendment, the available borrowings were reduced to $15 million and the Company obtained an option through March 31, 1997 to extend the maturity date to September 30, 1997. As of December 31, 1996, and during the year then ended, there were no borrowings outstanding under the additional credit agreement. This agreement contains covenants that are substantially the same as the covenants contained in the Credit Agreement.

(2)

The Subordinated Debentures were issued in April 1986 by WorldWay. The debentures bear interest at 6.25% per annum, payable semi-annually, on a par value of $47,364,000 at December 31, 1996. The debentures are payable April 15, 2011. The Company may redeem the debentures at 100%. The Company is required to redeem through a mandatory sinking fund commencing before April 15, in each of the years from 1997 to 2010, an amount in cash sufficient to redeem $2,500,000 of the aggregate principal amount of the debentures issued .

On November 21, 1996, the Company purchased debentures with a par value of $2,630,000 at a price of $1,735,800, plus accrued interest. These debentures were transferred to the Trustee to satisfy the mandatory sinking fund payment due by April 15, 1997.

(3)

The Company entered into a ten-year, $20 million general office term loan agreement dated as of April 25, 1994 with NationsBank of Texas, N.A., as agent, and Societe Generale, Southwest Agency. The proceeds from the agreement were used to finance the construction of the Company’s corporate office building which was completed in February 1995. Amounts borrowed under the agreement bear interest at 8.07% quarterly, with installments of $500,000 plus interest due through July 2004. The agreement contains covenants similar to those in the latest amendment to the Credit Agreement.

(4)

Treadco is a party to a revolving credit facility with Societe Generale (the “Treadco Credit Agreement”), providing for borrowings of up to the lesser of $20 million or the applicable borrowing base. Borrowings under the Treadco Credit Agreement are collateralized by accounts receivable and inventory. Borrowings under the agreement bear interest, at Treadco’s option, at 3/4% above the bank’s LIBOR rate, or at the higher of the bank’s prime rate or the “federal funds rate” plus 1/2%. At December 31, 1996, the interest rate was 6.5%. At December 31, 1996, Treadco had $10.3 million outstanding under the Revolving Credit Agreement. The Treadco Credit Agreement is payable in September 1998. Treadco pays a commitment fee of 3/8% on the unused amount under the Treadco Credit Agreement.

The Treadco Credit Agreement contains various covenants which limit, among other things, dividends, disposition of receivables, indebtedness and investments, as well as requiring Treadco to meet certain financial tests. The Treadco Credit Agreement was amended in June 1996 restating certain financial test requirements through December 31, 1996.

(5)

Includes approximately $47,626,000 relative to leases of carrier revenue equipment with an aggregate net book value of approximately $47,459,000 at December 31, 1996. These leases have a weighted average interest rate of approximately 6.7%. Also includes approximately $10,335,000 relative to leases of computer equipment, various terminals financed by Industrial Revenue Bond Issues, and Treadco delivery and service trucks, with a weighted average interest rate of approximately 6.7%. The net book value of the related assets was approximately $10,856,000 at December 31, 1996.

Annual maturities on long-term debt, excluding capitalized lease obligations (see Note I), in 1997 through 2001 aggregate approximately $25,892,000; $222,586,000; $5,943,000; $6,023,000; and $5,762,000, respectively.

Interest paid, net of interest capitalized, was $32,174,000 in 1996, $21,986,000 in 1995, and $6,656,000 in 1994. Interest capitalized totaled $487,000, $230,000 and $582,000 in 1996, 1995 and 1994, respectively.

The Company is a party to an interest rate cap arrangement to reduce the impact of increases in interest rates on its floating-rate long-term debt. The Company will be reimbursed for the difference in interest rates if the LIBOR rate exceeds a fixed rate of 9% applied to notional amounts, as defined in the contract, ranging from $30 million as of December 31, 1996 to $2.5 million as of October 1999. As of December 31, 1996 and 1995, the LIBOR rate was 5.5%; therefore, no amounts were due to the Company under this arrangement. In the event that amounts are due under this agreement in the future, the payments to be received would be recognized as a reduction of interest expense (the accrual accounting method). Fees totaling $385,000 were paid in 1994 to enter into this arrangement. These fees are included in other assets and are being amortized to interest expense over the life of the contract.