Exhibit 4.1
November 8, 2001
Morgan Drive Away, Inc.
TDI, Inc.
2746 Old U.S. 20 West
Elkhart, Indian 46514
Attention: Gary Klusman
Gentlemen:
Reference is made to (a) the Revolving Credit and Security Agreement, dated
as of July 27, 2001 (the "Agreement"), amoung us and each of you, and (b) the
Letter of Credit Financing Supplement to Revolving Credit Agreement, dated July,
27, 2001 (the "L/C Supplement"), among us and each of you. Capitalized terms
used and not otherwise defined herein shall have the respective meanings
ascribed to them under the Agreement or the L/C Supplement, as the case may be.
You have advised us that you are in violation of the requirements of
Sections 12(n), 12(o) and 12(r) of the Agreement for the fiscal quarter ended
September 30, 2001. This letter shall serve to confirm that, provided your
actual performance with respect to such Sections of the Agreement was no worse
than that which you have previously reported to us in writing, we hereby waive
your failure to be in compliance with Sections 12(n), 12(o) and 12(r) of the
Agreement for the fiscal quarter ended September 30, 2001, as Events of Default
under the Agreement.
The waivers provided herein are only with respect to the Sections of the
Agreement referred to above and only for the time period referred to above, and
shall not be construed as a waiver of your compliance with any other provisions
of the Agreement, nor as a waiver of the provisions of the specific Sections
referred to above for any other time period.
In addition, it is hereby agreed by and among each of you and us that the
Agreement shall be amended as follows, effective as of the date this letter is
duly executed by each of you and delivered to us:
1. The table in the last seven lines of the defined term "Contract Rule"
in Section 1 of the Agreement, immediately following the words
"rolling four quarter basis", are deleted in their entirety and
replaced by the following:
"Funded Debt (including the face amount Average LIBOR Alternate Base Rate
of outstanding Letters of Credit/EBITDA plus Margin plus Margin
Greater than 4.5 3.75% 1.25%
Greater than 3.0 but less than 4.5 3.25% .75%
Greater than 2.0 but less than 3.0 3.00% .50%
Less than 2.0 2.75% .25%"
2. Section 12(n) of the Agreement is deleted in its entirety and replaced by
the following:
"(n) it shall not permit its Tangible Net Worth to be less than seven
hundred seventy-five thousand dollars ($775,000). Thereafter, the
Borrower's Tangible Net Worth will be tested on a quarterly basis and must
be in the following minimum amounts as of the end of each of the Borrower's
following Fiscal quarters:
Fiscal Quarter Minimum Amount
-------------- --------------
Fourth Quarter, 2001 $2,300,000
First Quarter, 2002 $2,400,000
Second Quarter, 2002 $2,600,000
Third Quarter, 2002 $2,800,000
Fourth Quarter, 2002 $3,000,000
First Quarter, 2003 $5,300,000
Second Quarter, 2003 $6,700,000
Third Quarter, 2003 $7,800,000
Fourth Quarter, 2003 $7,800,000
First Quarter, 2004 $7,800,000
Second Quarter, 2004 $8,100,000"
3. Section 12(o) of the Agreement is deleted in its entirety and replaced by
the following:
"(o) it shall maintain a ratio of Funded Debt to EBITDA of not less than:
Fiscal Quarter Minimum Funded Debt/EBITDA Coverage
-------------- -----------------------------------
Fourth Quarter, 2001 17.00X
First Quarter, 2002 8.00X
Second Quarter, 2002 9.00X
Third Quarter, 2002 6.00X
Fourth Quarter, 2002 5.50X
First Quarter, 2003 2.70X
Second Quarter, 2003 2.50X
Third Quarter, 2003 2.40X
Fourth Quarter, 2003 2.30X
First Quarter, 2004 2.30X
Second Quarter, 2004 2.30X"
(Lender shall test the Borrower's Maximum Funded Debt/EBITDA Cover
quarterly pursuant to the table above and which is based upon a rolling
four-quarter calculation.)"
4. Section 12(r) of the Agreement is deleted in its entirety and replaced by
the following:
"(r) it shall maintain a Fixed Charge Coverage Ratio of not less than the
following:
Fiscal Quarter Minimum Fixed Charge Coverage
-------------- -----------------------------
Fourth Quarter, 2001 2.00X
First Quarter, 2002 3.10X
Second Quarter, 2002 1.20X
Third Quarter, 2002 1.40X
Fourth Quarter, 2002 1.60X
First Quarter, 2003 2.00X
Second Quarter, 2003 2.00X
Third Quarter, 2003 2.00X
Fourth Quarter, 2003 2.00X
First Quarter, 2004 2.00X
Second Quarter, 2004 2.00X"
(Lender shall test the Borrower's Minimum Fixed Charge Coverage quarterly
pursuant to the table above and which is based upon a rolling four-quarter
calculation.)"
It is also hereby agreed by and among each of you and us that the L/C
Supplement shall be amended as follows, effective as of the date this letter is
duly executed by each of you and delivered to us:
A. Section I of the L/C Supplement is amended by deleting the table of
Applicable Rates of commissions on page 3 thereof in its entirety, and replacing
it with the following:
"If the Rate under the or if the Rate under the then the Monthly
Agreement is Average Agreement is Alternate Applicable Rate under
LIBOR plus a Margin of: Base rate plus Margin of: this Supplement will be:
3.75% 1.25% .312%
3.25% .75% .270%
3.00% .50% .249%
2.75% .25% .228%"
Except as heretofore and hereby amended, the Agreement and the L/C
Supplement shall remain unchanged and in full force and effect in accordance
with its terms.
If the foregoing correctly sets forth the agreement between us, please
execute a copy of this letter in the space provided below and return a fully
executed copy of this letter to our offices.
Very truly yours,
GMAC COMMERCIAL CREDIT LLC
By: /s/ Frank Imperati
------------------------------
Title: SVP
READ AND AGREED TO:
MORGAN DRIVE AWAY, INC.
By: /s/ Gary J. Klusman
--------------------------------------
Title: Exec VP-Finance and Admin
TDI, INC.
By: /s/ Gary J. Klusman
--------------------------------------
Title: Exec VP-Finance and Admin