EXHIBIT (b)(6)
PLEDGE AGREEMENT
(ACQUISITION LOAN)
THIS PLEDGE AGREEMENT, dated as of January ___, 2003, by and among
LANDAIR ACQUISITION CORPORATION, a Tennessee corporation whose address is 430
Airport Road, Greeneville, Tennessee 37745 ("Landair Acquisition"); SCOTT M.
NISWONGER ("Niswonger"), an individual whose address is 430 Airport Road,
Greeneville, Tennessee 37745; JOHN A. TWEED ("Tweed"), an individual whose
address is 430 Airport Road, Greeneville, Tennessee 37745; and FIRST TENNESSEE
BANK NATIONAL ASSOCIATION, a national banking association with offices at
Greeneville, Tennessee at 2841 E. Andrew Johnson Highway, Greeneville, Tennessee
37745 (the "Lender").
W I T N E S S E T H:
WHEREAS, pursuant to the terms of a Loan and Security Agreement, dated
as of the date hereof, by and between Landair Acquisition as borrower (the
"Borrower") and the Lender (as amended, modified or restated from time to time,
the "Acquisition Loan Agreement"), the Lender has agreed to extend to the
Borrower a loan in the original principal amount not exceeding $25,000,000 (the
"Acquisition Loan"), evidenced by a promissory note of even date herewith (the
"Acquisition Note"), to; and
WHEREAS, the purpose of the Loan is to finance the acquisition of
shares of the common voting stock of Landair Corporation ("Landair") tendered by
present shareholders of Landair (the "Tendered Shares"), pursuant to a tender
offer made by Landair Acquisition and any remaining shares described in Section
2.2 of the Acquisition Loan Agreement; and
WHEREAS, the Lender is willing to make available the Loan upon the
condition, among others, that Landair Acquisition, Niswonger and Tweed
(collectively the "Pledgors") pledge certain assets to the Lender, under the
terms of this Pledge Agreement to secure the obligations of Landair Acquisition
under the Acquisition Note and the Acquisition Loan Agreement.
NOW, THEREFORE, in order to induce the Lender to extend credit to the
Borrower under the Acquisition Loan Agreement, and for other good and valuable
consideration, the receipt of which is hereby acknowledged by it, the Pledgors
hereby agree with the Lender, as follows:
ARTICLE 1
DEFINITIONS
SECTION 1.1 Certain Terms. The following terms (whether or not underscored) when
used in this Agreement, including its recitals, shall have the following
meanings (such definitions to be equally applicable to the singular and plural
forms thereof). All other terms used herein, but not otherwise defined, shall
have the meanings ascribed to such terms in the Acquisition Loan Agreement,
which is hereby incorporated by reference.
(a) "Acquisition Loan Agreement" has the meaning assigned to that
term in the preamble hereto.
(b) "Acquisition Note" shall mean the Secured Promissory Note
(Acquisition Note), of even date herewith, in the principal amount of
$25,000,000, executed by the Borrower.
(c) "Agreement" means this Pledge Agreement, as the same may be
amended, supplemented, amended and restated or otherwise modified from time to
time.
(d) "Collateral" has the meaning assigned to that term in Section
2.1 hereof.
(e) "Default" means any one of the following events or conditions:
(i) subject to applicable notice and cure periods, the occurrence of an Event of
Default as defined in the Acquisition Loan Agreement; or (ii) breach of any
covenant, warranty, agreement, or representation contained in this Agreement if
such breach is not cured within thirty (30) days after notice of such breach
from Lender to Pledgors.
(f) "Distributions" means all stock dividends, liquidating
dividends, shares of stock resulting from stock splits, reclassifications,
warrants, options, non-cash dividends and other distributions on or with respect
to any shares of capital stock whether similar or dissimilar to the foregoing
but shall not mean Dividends as that term is defined herein.
(g) "Dividends" means cash dividends and cash distributions.
(h) "Funding Date" shall mean the date of the initial funding of
the Acquisition Loan or any portion thereof in accordance with Acquisition Loan
Agreement.
(i) "Landair Acquisition Pledged Shares" shall mean one hundred
percent (100%) of the shares of the common voting stock of Landair Acquisition,
being the only class of stock of Landair Acquisition, represented by the
Certificates listed on the attached Exhibit A hereto.
(j) "Landair Pledged Shares" shall mean the common voting stock of
Landair, being the only class of stock of Landair, represented by the
Certificates listed on the attached Exhibit B hereto and all other shares of
stock which are delivered in the future by the Pledgors to the Lender as Pledged
Property hereunder. The number of Landair Pledged Shares shall be determined as
of the Funding Date and shall be no less than ninety percent (90%) of the issued
stock of Landair. The Landair Pledged Shares shall exclude those shares of
Landair (not to exceed 20,000) held on behalf of Tweed in his individual
retirement account and all options to purchase Landair shares.
(k) "Lender" shall mean First Tennessee Bank National Association.
(l) "Obligations" has the meaning assigned to that term in Section
2.2 hereof.
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(m) "Person" means an individual, partnership, corporation,
business trust, joint stock company, trust, unincorporated association, joint
venture, governmental authority or other entity of whatever nature.
(n) "Pledged Property" means: (i) the Pledged Shares and the
certificates, if any, representing the Pledged Shares, and all cash, instruments
and other property at any time received, receivable or otherwise distributed in
respect of or in exchange for any or all of the Pledged Shares; and (ii) all
securities hereafter delivered to the Lender in substitution for or in addition
to any of the foregoing, all certificates and instruments representing or
evidencing such securities, together with the interest coupons (if any) attached
thereto, and all interest, cash, securities and other property at any time from
time to time received, receivable or otherwise distributed in respect of or in
exchange for any or all thereof.
(o) "Pledged Shares" shall mean collectively the Landair
Acquisition Pledged Shares and the Landair Pledged Shares.
(p) "Pledgors" shall mean jointly and severally Landair
Acquisition, Niswonger and Tweed.
ARTICLE 2
PLEDGE
SECTION 2.1 Grant of Security Interest. The Pledgors hereby, and as of
the Funding Date, jointly and severally pledge, assign, charge, mortgage,
deliver and transfer to the Lender, for its benefit, a continuing security
interest in and to, all of the following property (collectively, the
"Collateral"):
(a) the Pledged Shares;
(b) all other Pledged Property, whether now or hereafter
delivered to the Lender in connection with this Agreement;
(c) all Dividends, Distributions, interest, other
payments and rights with respect to any Pledged Property; and
(d) all proceeds of any of the foregoing.
SECTION 2.2 Security for Obligations. This Agreement and the Collateral
secure the prompt payment in full and performance when due of all obligations of
the Pledgors to the Lender now or hereafter existing under the Acquisition Note,
the Acquisition Loan Agreement or any of the Loan Documents (as such term is
defined in the Acquisition Loan Agreement) (collectively, the "Obligations").
SECTION 2.3 Delivery of Pledged Property; Registration of Pledge,
Transfer, Etc. All certificates or instruments representing or evidencing any
Collateral (other than Dividends), including the Pledged Shares, shall be
delivered to and held by or on behalf of the Lender pursuant hereto, shall be in
suitable form for transfer by delivery, and shall be accompanied by
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all necessary instruments of transfer or assignment, duly executed in blank, or
accompanied by duly executed, undated blank stock powers, all in form and
substance reasonably satisfactory to the Lender; provided, however, that all
other necessary and appropriate action and approvals shall have been taken or
received to grant to the Lender a first priority fully perfected security
interest in the Collateral. The Lender shall have the right, at any time during
the continuance of any Default, and without notice to the Pledgors, to transfer
to, or to register in the name of, the Lender or any of its nominees, any or all
of the Pledged Shares.
SECTION 2.4 Release of Certain Collateral. Except during the
continuance of any Default, any Dividend or other cash payment with respect to
the Pledged Property shall be deemed to be released by the Lender to the
Pledgors.
SECTION 2.5 No Duty on Lender. The powers conferred on the Lender
hereunder are solely to protect its interest in the Collateral and shall not
impose any duty upon it to exercise any such powers. Except for any safe custody
of any Collateral in its possession, the Lender shall have no duty as to any
Collateral or as to the taking of any necessary steps to preserve rights against
prior parties or any other rights pertaining to any Collateral.
SECTION 2.6 Continuing Security Interest. This Agreement shall create a
continuing security interest in the Collateral, and shall remain in full force
and effect until the indefeasible payment in full and/or performance of all
Obligations, shall be binding upon the Pledgors, their heirs, representatives,
successors, and assigns (provided that the Pledgors may not assign any of their
obligations hereunder without the prior written consent of the Lender), and
shall inure to the benefit of the Lender, and its respective successors,
transferees, and assigns. Upon the satisfaction in full of all the Obligations,
the security interest granted herein shall terminate and all rights to the
Collateral shall revert to the Pledgors. Upon any such termination, the Lender
will, at the Pledgors' expense, deliver all certificates and instruments (if
any) representing or evidencing the Pledged Shares previously delivered to the
Lender by the Pledgors, together with all other Collateral held by the Lender
hereunder, in each case which shall not have theretofore been applied to payment
of the Obligations, to the Pledgors and execute and deliver to the Pledgors, at
the Pledgors' expense, such documents as the Pledgors shall reasonably request
to evidence such termination.
ARTICLE 3
REPRESENTATIONS AND WARRANTIES
SECTION 3.1 Warranties, Etc. The Pledgors represent and warrant unto
the Lender that, as of the Funding Date:
(a) Niswonger and Tweed are the legal and beneficial owners
of, and have good and marketable title to (and have full right and
authority to pledge and assign), the Landair Acquisition Pledged
Shares, free and clear of all liens, security interests, options, or
other charges or encumbrances, except any lien or security interest
granted pursuant hereto in favor of the Lender;
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(b) Landair Acquisition, Niswonger and Tweed are the legal and
beneficial owners of, and have good and marketable title to (and have
full right and authority to pledge and assign), approximately seventy
percent (70%) of the Landair Pledged Shares, free and clear of all
liens, security interests, options, or other charges or encumbrances,
except any lien or security interest granted pursuant hereto in favor
of the Lender;
(c) the pledge of such Collateral and all proceeds thereof,
upon delivery to the Lender, is effective to create a valid first
priority security interest in such Collateral and such proceeds
thereof, securing payment of the Obligations;
(d) in the case of any Pledged Shares constituting such
Collateral, all of such Pledged Shares have been duly authorized and
validly issued, and are fully paid, and non-assessable;
(e) the Landair Acquisition Pledged Shares represent all of
the capital stock of Landair Acquisition owned, held or controlled by
Niswonger and Tweed; and
(f) the Landair Pledged Shares represent all of the capital
stock of Landair owned or controlled by the Pledgors.
SECTION 3.2 Perfection, Etc. All filings and other actions necessary or
appropriate to perfect and protect such security interest have been duly taken.
SECTION 3.3 Locations. The address of the Pledgors and the office where
the Pledgors keeps their records concerning the Collateral are located at the
following location: 430 Airport Road, Greeneville, Tennessee 37745.
ARTICLE 4
COVENANTS
SECTION 4.1 Protect Collateral; Further Assurances, Etc. Until the
Obligations have been satisfied and the Collateral released by Lender, the
Pledgors will not sell, assign, transfer, pledge, or encumber in any other
manner the Collateral (except in favor of the Lender hereunder). The Pledgors
will warrant and defend the right and title herein granted unto the Lender in
and to the Collateral (and all right, title, and interest represented by the
Collateral) against the claims and demands of all Persons whomsoever. The
Pledgors agree that at any time, and from time to time, at the expense of the
Pledgors, the Pledgors will promptly execute and deliver all further instruments
and documents, and take all further action, that may be necessary or
appropriate, or that the Lender may reasonably request, in order to perfect and
protect any security interest granted or purported to be granted hereby or to
enable the Lender to exercise and enforce its rights and remedies hereunder with
respect to any Collateral.
SECTION 4.2 Stock Powers, Etc. The Pledgors agree that all Pledged
Shares evidenced by certificates and delivered by the Pledgors pursuant to this
Agreement will be accompanied by duly executed undated blank stock powers, or
other equivalent instruments of transfer reasonably acceptable to the Lender.
The Pledgors will, from time to time, upon request of the Lender, promptly
deliver to the Lender such stock powers, instruments, and similar documents,
reasonably satisfactory in form and substance to the Lender, with respect to the
Collateral as the
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Lender may reasonably request and will, from time to time, upon the request of
the Lender during the continuance of any Default, promptly transfer all shares
which are part of the Collateral into the name of any nominee designated by the
Lender.
SECTION 4.3 Voting Rights; Dividends, Etc. The Pledgors agree:
(a) during the continuance of any Default, to cause the issuer
of the Pledged Shares to pay directly to the Lender, and without any
request therefor by the Lender, all Dividends, all Distributions, all
payments, and all proceeds of the Pledged Property and other Collateral
then or thereafter receivable by the Pledgors, all of which shall be
held by the Lender as additional Collateral (and, if for any reason the
Pledgors shall receive any thereof, it shall promptly without any
request therefor by the Lender turn over the same to the Lender,
properly endorsed where required hereby or requested by the Lender);
and
(b) during the continuance of any Default, promptly deliver
(properly endorsed where required hereby or requested by the Lender) to
the Lender, upon request of the Lender, such proxies and other
documents as may be necessary to allow the Lender to exercise the
voting power with respect to any share of capital stock included in the
Collateral;
provided, however, that unless a Default shall be continuing, the Pledgors shall
be entitled to exercise the voting power and all other incidental rights of
ownership with respect to any Pledged Shares (subject to the Pledgors'
obligation to deliver to the Lender such Pledged Shares in pledge hereunder);
provided, however, that no vote shall be cast, or consent, waiver, or
ratification given, or action taken by the Pledgors that would impair any
Collateral or be inconsistent with or violate any provision of this Agreement,
the Acquisition Loan Agreement or any of the Acquisition Loan Documents.
All Dividends, interest and other cash payments in respect of any
Pledged Property which may at any time and from time to time be held by the
Pledgors but which the Pledgors are then obligated to deliver by Section 4.3(a)
to the Lender, shall, until delivery to the Lender, be held by the Pledgors
separate and apart from their other property in trust for the Lender.
SECTION 4.4 Notices. The Pledgors will, upon obtaining knowledge
thereof, advise the Lender promptly, in reasonable detail, (a) of any material
lien, security interest, encumbrance or claims made or asserted against any of
the Collateral, (b) of any material change in the composition of the Collateral,
(c) of any sales, transfers or other conveyances of the stock of Landair held by
the Pledgors and not subject to this Agreement or stock that was formerly
Pledged Shares hereunder but has been released by the Lender, which notice
requirement may be satisfied by delivery by Pledgors to the Lender of the notice
of sale for any such stock that Pledgors files with the Securities and Exchange
Commission, and (d) of the occurrence of any other event which may have a
materially adverse effect on the security interests created hereunder.
SECTION 4.5 Continuous Perfection. The Pledgors will not change their
names or identity in any manner which might make any financing or continuation
statement filed
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hereunder seriously misleading within the meaning of Section 9-506 of the U.C.C.
(or any other then applicable provision of the U.C.C.).
SECTION 4.6 Opinion of Counsel. The Pledgors will deliver to the Lender
on the date hereof an opinion of counsel providing that the pledge of the
Pledged Shares under this Agreement creates a valid security interest in favor
of the Lender; that the lien granted under this Agreement as to the Pledged
Shares is a first priority lien; and that there are no restrictions existing on
or as to the Pledged Shares which will in any way impair the lien granted in
this Agreement.
SECTION 4.7 Landair Pledge Shares. As of the Funding Date, Pledgors
shall own no less than ninety percent (90%) of the issued stock of Landair.
ARTICLE 5
REMEDIES
SECTION 5.1 Remedies in Case of Event of Default. If a Default shall
occur and be continuing hereunder, then Lender shall be entitled to exercise all
of the rights, powers and remedies vested in it by this Agreement, and now or
hereafter existing at law or in equity or by statute (including without
limitation the Uniform Commercial Code of Tennessee) or otherwise for the
protection and enforcement of its rights with respect to the Collateral; and
Pledgors hereby irrevocably appoint and constitute Lender as Pledgors'
attorney-in-fact; coupled with an interest and with full power of substitution,
to exercise any or all of the following rights, powers and remedies:
(a) to receive directly all payments, Dividends and
Distributions payable or deliverable with respect to the Collateral
otherwise payable or deliverable to Pledgors;
(b) to endorse and transfer all or any part of the Collateral
into Lender's name or the name of its nominee and to cause new
certificates to be issued in the name of Lender or of such nominee with
respect to the Collateral;
(c) to vote all or any part of the Pledged Shares, whether or
not transferred into the name of Lender, and to give all proxies,
consents, waivers and ratifications with respect to the Collateral and
otherwise act with respect thereto as though it were the outright owner
thereof;
(d) at any time or from time to time to sell, assign and
deliver, or grant options to purchase, all or any part of the
Collateral, or any interest therein, at any public or private sale, to
the fullest extent permitted by law, without demand of performance,
advertisement or notice of intention to sell or of the time or place of
sale or adjournment thereof or otherwise (all of which are hereby
waived by Pledgors to the fullest extent permitted by law), for cash,
on credit or for other property, for immediate or future delivery
without any assumption of credit risk, and for such price or prices and
on such terms as Lender in its absolute discretion may determine;
(e) take control of any proceeds of the Collateral; and
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(f) execute (in the name, place, and stead of the Pledgors)
endorsements, assignments, stock powers, and other instruments of
conveyance or transfer with respect to all or any of the Collateral.
SECTION 5.2 Attorney-in-Fact. In furtherance of the actions described
in Section 5.1, the Pledgors hereby irrevocably appoint the Lender their
attorney-in-fact, with full power and authority in the place and stead of the
Pledgors and in the name of the Pledgors or otherwise, from time to time in the
Lender's discretion, such appointment to be effective only upon the occurrence
and during the continuance of any Default to take any action (at law or in
equity) and to execute any instrument that is necessary or appropriate to
accomplish the purposes of this Agreement. The Pledgors acknowledge, consent and
agree that the power of attorney granted pursuant to this Section is irrevocable
and coupled with an interest.
SECTION 5.3 Indemnity and Expenses. The Pledgors hereby indemnify and
hold harmless the Lender from and against any and all claims, losses, and
liabilities arising out of or resulting from this Agreement (including
enforcement of this Agreement), except claims, losses, for liabilities arising
out of or resulting from the Lender's negligence or willful misconduct. Upon
demand, the Pledgors will pay to the Lender the amount of any and all reasonable
expenses, including the reasonable fees and disbursements of its counsel and of
any experts and agents, which the Lender may incur in connection with:
(a) the administration of this Agreement;
(b) the custody, preservation, use, or operation of, or the
sale of, collection from, or other realization upon, any of the
Collateral;
(c) the exercise, enforcement or protection of any of the
rights or remedies of the Lender hereunder;
(d) the failure by the Pledgors to perform or observe any of
the provisions hereof; or
(e) advancing any funds in connection with the matters
referred to in Section 6.3 hereof.
ARTICLE 6
MISCELLANEOUS
SECTION 6.1 Amendments, Waivers, Remedies, Etc. No amendment or waiver
of any provision of this Agreement nor consent to any departure by the Pledgors
herefrom shall in any event be effective unless the same shall be in writing and
signed by the Lender and then such waiver or consent shall be effective only in
the specific instance and for the specific purpose for which it is given. No
delay, act or omission on the part of the Lender of any of its rights hereunder
shall be deemed a waiver of any rights hereunder unless also contained in a
writing signed by the Lender, nor shall any single or partial exercise of, or
any failure to exercise, any right, power or privilege preclude any other or
further or initial exercise thereof of any other right, power or privilege. The
rights and remedies provided herein are cumulative, and not exclusive of rights
and remedies that may be granted or provided by law or equity.
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SECTION 6.2 Obligations Not Affected. The obligations of the Pledgors
under this Agreement shall remain in full force and effect without regard to,
and shall not be impaired or affected by:
(a) any amendment or modification or addition or supplement to
the Acquisition Loan Agreement, any Loan Documents or any assignment or
transfer of any thereof;
(b) any exercise, non-exercise, or waiver by the Lender of any
right, remedy, power, or privilege under or in respect of, or any
release, sale, exchange, or surrender of any guaranty or Collateral
provided pursuant to the Acquisition Loan Agreement, any Loan Agreement
and/or this Agreement;
(c) any waiver, consent, renewal, extension, modification,
acceleration, compromise, indulgence, or other action or inaction in
respect of the Acquisition Loan Agreement, the Loan Documents and/or
this Agreement or any assignment or transfer of any thereof; or
(d) any bankruptcy, insolvency, reorganization, arrangement,
readjustment, composition, liquidation, or the like, of the Pledgors,
whether or not the Pledgors shall have notice or knowledge of any of
the foregoing; all without the necessity of any reservation of rights
against the Pledgors and without notice to or further assent by the
Pledgors, which will remain bound hereunder, notwithstanding any such
renewal, extension, modification, acceleration, compromise, amendment,
supplement, termination, sale, exchange, waiver, surrender or release.
Subject to Section 2.5 and Tennessee Code Annotated Section 48-9-601,
et seq., the Lender shall have no obligation to protect, secure,
perfect or insure any other collateral security document or property
subject thereto at any time held as security for the Obligations. The
Pledgors waive any and all notice of the creation, renewal, extension
or accrual of any of the Obligations and notice of or proof of reliance
by the Lender upon this Agreement, and the Obligations, and any of
them, shall conclusively be deemed to have been created, contracted or
incurred in reliance upon this Agreement, and all dealings between the
Pledgors and the Lender shall likewise be conclusively presumed to have
been had or consummated in reliance upon this Agreement. With the
exception of those that may be required by any agreement giving rise to
the Obligations, the Pledgors waive diligence, presentment, protest,
demand for payment, and notice of default or nonpayment to the
Pledgors, with respect to the Obligations.
SECTION 6.3 Protection of Collateral. The Lender may from time to time,
at its option, perform any act which the Pledgors agree hereunder to perform and
which the Pledgors shall fail to perform after being requested in writing to so
perform (it being understood that no such request need be given after the
occurrence and during the continuance of any Default) and, subject to the
foregoing, the Lender may from time to time take any other action which the
Lender reasonably deems necessary for the maintenance, preservation, or
protection of any of the Collateral or of its security interest therein.
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SECTION 6.4 The Lender Not Responsible. The Lender is required to
exercise no care with respect to the Collateral except reasonable care in the
custody and preservation of any of the Collateral in its possession; provided,
however, the Lender shall be deemed to have exercised reasonable care in the
custody and preservation of any of the Collateral if it takes such action for
that purpose as the Pledgors reasonably request in writing at times other than
upon the occurrence and during the continuance of any Default, but failure of
the Lender to comply with any such request at any time shall not in itself be
deemed a failure to exercise reasonable care.
SECTION 6.5 Addresses for Notices. All notices and other communications
provided to any party hereto shall be in writing or by telex or facsimile
transmission and addressed or delivered to it at the addresses set forth above,
or as to either party at such other address as shall be designated by such party
in a written notice to each other party. Any notice, if mailed and properly
addressed with postage prepaid, shall be deemed given when received; any notice,
if transmitted by telex, shall be deemed given when transmitted (answer back
confirmed), and if transmitted by facsimile transmission or delivery, shall be
deemed given when received.
SECTION 6.6 Subrogation. The Pledgors shall not be entitled to be
subrogated to any of the rights of the Lender by reason of any amounts received
hereunder or in connection with the Collateral until all Obligations have been
indefeasibly paid in full.
SECTION 6.7 Assignment of Interest of Lender. In the event of any
purchase by the Pledgors from the Lender of the Loan and of the fulfillment of
all obligations under the Loan Documents (as defined in the Acquisition Loan
Agreement) to the satisfaction of the Lender, the Lender will assign to the
Pledgors all of the Lender's right, title and interest in and to the Loan
Documents and all collateral for the Loan.
SECTION 6.8 Governing Law. This Agreement shall be governed by and
construed in accordance with the internal laws of the State of Tennessee,
without reference to the conflicts or choice of law principles thereof, except
to the extent that the laws of a particular jurisdiction govern the creation,
perfection and enforcement of liens on and security interests in collateral.
SECTION 6.9 Severability. Any provision of this Agreement which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.
SECTION 6.10 Counterparts. This Agreement may be executed by the
parties hereto in several counterparts, each of which shall be deemed to be an
original and all of which shall constitute together but one and the same
agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first above written.
PLEDGORS:
LANDAIR ACQUISITION CORPORATION
By:
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Title:
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Scott M. Niswonger
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John A. Tweed
LENDER:
FIRST TENNESSEE BANK
NATIONAL ASSOCIATION
By:
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Title:
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EXHIBIT A
LIST OF CERTIFICATE NUMBERS OF LANDAIR ACQUISITION PLEDGED SHARES
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EXHIBIT B
LIST OF CERTIFICATE NUMBERS OF LANDAIR PLEDGED SHARES
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STATE OF )
------------------ )
COUNTY OF )
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Before me, the undersigned, a Notary Public in and for the state and
county aforesaid, personally appeared ______________________, with whom I am
personally acquainted (or proved to me on the basis of satisfactory evidence),
and who, upon oath, acknowledged himself to be a ____________________ of LANDAIR
ACQUISITION CORPORATION, the within named bargainor, a Tennessee corporation,
and that he, as such _________________, being authorized so to do, executed the
foregoing instrument for the purposes therein contained, by signing the name of
the association by himself as ___________________.
Witness my hand and seal on this the ________ day of January, 2003.
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Notary Public
My Commission Expires:
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STATE OF )
------------------ )
COUNTY OF )
-----------------
Before me, the undersigned, a Notary Public in and for the state and
county aforesaid, personally appeared SCOTT M. NISWONGER, with whom I am
personally acquainted (or proved to me on the basis of satisfactory evidence),
and who, upon oath, acknowledged him/herself to be the
Witness my hand and seal on this the ________ day of January, 2003.
----------------------------------
Notary Public
My Commission Expires:
- -------------------------
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STATE OF )
------------------ )
COUNTY OF )
----------------
Before me, the undersigned, a Notary Public in and for the state and
county aforesaid, personally appeared JOHN A. TWEED, with whom I am personally
acquainted (or proved to me on the basis of satisfactory evidence), and who,
upon oath, acknowledged him/herself to be the
Witness my hand and seal on this the ________ day of January, 2003.
-----------------------------------
Notary Public
My Commission Expires:
- -------------------------
STATE OF )
------------------ )
COUNTY OF )
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Before me, the undersigned, a Notary Public in and for the state and
county aforesaid, personally appeared ______________________, with whom I am
personally acquainted (or proved to me on the basis of satisfactory evidence),
and who, upon oath, acknowledged himself to be a ____________________ of FIRST
TENNESSEE BANK NATIONAL ASSOCIATION, the within named bargainor, a national
banking association, and that he, as such Senior Vice President, being
authorized so to do, executed the foregoing instrument for the purposes therein
contained, by signing the name of the association by himself as
___________________.
Witness my hand and seal on this the ________ day of January, 2003.
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Notary Public
My Commission Expires:
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