EXHIBIT 10.18
April 23, 2004
Smithway Motor Xpress, Inc.
2031 Quail Avenue
Fort Dodge, Iowa 50501
And
East West Motor Express, Inc.
1170 JB Drive
Black Hawk, South Dakota 57718
RE: ELEVENTH AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
Gentlemen:
SMITHWAY MOTOR XPRESS, INC., an Iowa corporation ("SMITHWAY INC.") and
EAST WEST MOTOR EXPRESS, INC., a South Dakota corporation ("EAST WEST")
(Smithway Inc. and East West each a "BORROWER" and collectively the "BORROWERS")
and LASALLE BANK NATIONAL ASSOCIATION, a national banking association ("LENDER")
have entered into that certain Amended and Restated Loan and Security Agreement
dated December 28, 2001 (the "SECURITY AGREEMENT"). From time to time
thereafter, Borrowers and Lender may have executed various amendments (each an
"AMENDMENT" and collectively the "AMENDMENTS") to the Security Agreement (the
Security Agreement and the Amendments hereinafter are referred to, collectively,
as the "AGREEMENT"). Borrowers and Lender now desire to further amend the
Agreement as provided herein, subject to the terms and conditions hereinafter
set forth.
NOW, THEREFORE, in consideration of the foregoing recitals, the mutual
covenants and agreements set forth herein and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto hereby agree as follows:
1. The Agreement hereby is amended as follows:
(A) Subsection 4(b)(iv) of the Agreement is deleted in its
entirety and the following is substituted in its place:
SMITHWAY MOTOR XPRESS, INC.
EAST WEST MOTOR EXPRESS, INC.
APRIL 23, 2004
PAGE 2
(IV) ONE-TIME AMENDMENT FEE: Borrowers shall pay to Lender
a one-time amendment fee of Five Hundred and No/100
Dollars ($500.00), which fee shall be fully earned
and payable upon execution of this Amendment.
(B) Section 10 of the Agreement is deleted in its entirety and the
following is substituted in its place:
10. TERMINATION: AUTOMATIC RENEWAL.
THIS AGREEMENT SHALL BE IN EFFECT UPON EXECUTION OF
THIS AMENDMENT UNTIL JANUARY 1, 2006 (THE "ORIGINAL
TERM") AND SHALL AUTOMATICALLY RENEW ITSELF FROM
MONTH TO MONTH THEREAFTER (EACH SUCH ONE-MONTH
RENEWAL BEING REFERRED TO HEREIN AS A "RENEWAL TERM")
unless (A) THE DUE DATE OF THE LIABILITIES IS
ACCELERATED PURSUANT TO SECTION 16 HEREOF; OR (B) A
BORROWER OR LENDER ELECTS TO TERMINATE THIS AGREEMENT
EFFECTIVE AT THE END OF THE ORIGINAL TERM OR AT THE
END OF ANY RENEWAL TERM BY GIVING THE OTHER PARTY
WRITTEN NOTICE OF SUCH ELECTION AT LEAST FIFTEEN (15)
DAYS PRIOR TO THE END OF THE ORIGINAL TERM OR THE
THEN CURRENT RENEWAL TERM IN WHICH CASE BORROWERS
SHALL PAY ALL OF THE LIABILITIES IN FULL ON THE LAST
DAY OF SUCH TERM. If one or more of the events
specified in clauses (a) and (b) occurs, then (i)
Lender shall not make any additional Loans on or
after the date identified as the date on which the
Liabilities are to be repaid; and (ii) this Agreement
shall terminate on the date thereafter that the
Liabilities are paid in full. At such time as
Borrowers have repaid all of the Liabilities and this
Agreement has terminated, Borrowers shall deliver to
Lender a release, in form and substance satisfactory
to Lender, of all obligations and liabilities of
Lender and its officers, directors, employees,
agents, parents, subsidiaries and
SMITHWAY MOTOR XPRESS, INC.
EAST WEST MOTOR EXPRESS, INC.
APRIL 23, 2004
PAGE 3
affiliates to such Borrowers, and if Borrowers are
obtaining new financing from another lender,
Borrowers shall deliver such lender's indemnification
of Lender, in form and substance satisfactory to
Lender, for checks which Lender has credited to such
Borrower's account, but which subsequently are
dishonored for any reason or for automatic
clearinghouse or wire transfers not yet posted to
such Borrower's account.
2. This Amendment shall become binding when fully executed by all
parties hereto.
3. Except as expressly amended hereby and by any other
supplemental documents or instruments executed by either party hereto in order
to effectuate the transactions contemplated hereby, the Agreement hereby is
ratified and confirmed by the parties hereto and remain in full force and effect
in accordance with the terms thereof.
LASALLE BANK NATIONAL ASSOCIATION
By /s/ John Mostofi
------------------------------
Title Senior Vice President
ACKNOWLEDGED AND AGREED TO this 23rd day of April, 2004:
SMITHWAY MOTOR XPRESS, INC.
By /s/ G. Larry Owens
-------------------------
G. LARRY OWENS
Title PRESIDENT & CEO
SMITHWAY MOTOR XPRESS, INC.
EAST WEST MOTOR EXPRESS, INC.
APRIL 23, 2004
PAGE 4
EAST WEST MOTOR EXPRESS, INC.
By /s/ G. Larry Owens
---------------------
G. LARRY OWENS
Title PRESIDENT & CEO
Consented and agreed to by the following guarantor(s) of the obligations of
SMITHWAY MOTOR XPRESS, INC. and EAST WEST MOTOR EXPRESS, INC. to LASALLE BANK
NATIONAL ASSOCIATION.
SMSD ACQUISITION CORP.
By /s/ G. Larry Owens
--------------------------
G. LARRY OWENS
Title: PRESIDENT & CEO
Date: APRIL 23, 2004
SMITHWAY MOTOR XPRESS CORP.
By /s/ G. Larry Owens
---------------------------
G. LARRY OWENS
Title: PRESIDENT & CEO
Date: APRIL 23, 2004
M1:1101424.02