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Exhibit 10.6
EIGHTH AMENDMENT TO LOAN AND
SECURITY AGREEMENTS
THIS EIGHTH AMENDMENT TO LOAN AND SECURITY AGREEMENTS is made and entered
into as of the 24th day of February, 1998, by and between FIRST TENNESSEE BANK
NATIONAL ASSOCIATION, a national banking association ("Bank"), LANDAIR SERVICES,
INC., a Tennessee corporation ("Borrower"), LANDAIR TRANSPORT, INC., a Tennessee
corporation which is a wholly owned subsidiary of Borrower ("LTI"), LANDAIR
INTERNATIONAL AIRLINES, INC., a Tennessee corporation which is a wholly owned
subsidiary of Borrower ("LIA"), TRANSPORTATION PROPERTIES, INC., a Tennessee
corporation which is a wholly owned subsidiary of Borrower ("TPI"), and FORWARD
AIR, INC., a Tennessee corporation which is a wholly owned subsidiary of
Borrower ("FAI").
RECITALS
A. Bank, Borrower, LTI and LIA have entered into that certain Loan
Agreement dated as of October 17, 1994, providing for a loan in the amount of
Eleven Million One Hundred Fifty-Two Thousand Dollars ($11,152,000.00) (the
"Loan"), to finance the acquisition of equipment for use in the Borrower's
operations and in the operations of LTI and LIA (the "Loan Agreement").
B. Bank has made the Loan to Borrower pursuant to various loan
documents, among them a promissory note dated as of October 17, 1994, in the
original principal amount of Eleven Million One Hundred Fifty-Two Thousand
Dollars ($11,152,000.00) (the "Master Draw Note"), a security agreement securing
the obligations of Borrower, LTI and LIA with respect to the Loan dated as of
October 17, 1994, under which a security interest was and is granted in the
aforesaid equipment (the "Security Agreement"), and the Loan Agreement. The
Master Draw Note, the Security Agreement, the Loan Agreement and all other
instruments executed in connection with the Loan are herein referred to as the
"Loan Documents." The equipment and other personal property in which a security
interest was and is granted under the Security Agreement are herein referred to
as the "Property."
C. LTI acquired and purchased additional equipment which was paid for
by Loan proceeds as of October 20, 1994, as evidenced by a draw note and a first
amendment to the Loan Agreement and to the Security Agreement, all dated as of
October 20, 1994.
D. LTI acquired and purchased other additional equipment which was
paid for by Loan proceeds as of December 23, 1994, as evidenced by a draw note
and a second amendment to the Loan Agreement and to the Security Agreement, all
dated as of December 23, 1994.
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E. LTI acquired and purchased other additional equipment which was
paid for by Loan proceeds as of May 24, 1995, as evidenced by a draw note and a
third amendment to the Loan Agreement and to the Security Agreement, all dated
as of May 24, 1995.
F. Bank, Borrower, LTI and LIA have previously and further amended
certain other provisions of the Loan, the Master Draw Note, the Loan Agreement
and the Security Agreement as evidenced by an amended, restated and replacement
promissory note dated as of May 31, 1995, in the original principal amount of
Fifteen Million Dollars ($15,000,000.00) which amended, restated and replaced
the Master Draw Note (the "Replacement Note"), and as also evidenced by a fourth
amendment to the Loan Agreement and to the Security Agreement and related loan
modification documents, all dated as of May 31, 1995.
G. LTI has acquired and purchased additional equipment which was paid
for by loan proceeds evidenced by the Replacement Note as of December 22, 1995,
as evidenced by a draw note and a fifth amendment to the Loan Agreement and to
the Security Agreement, all dated as of December 22, 1995.
H. Bank, Borrower, LTI, LIA, TPI and FAI have previously and further
amended certain other provisions of the Loan, the Replacement Note, the Loan
Agreement and the Security Agreement as evidenced by an amended, restated and
replacement promissory note dated as of January 30, 1998, in the original
principal amount of Fifteen Million Dollars ($15,000,000.00) which amended,
restated and replaced the Replacement Note (the "Current Replacement Note"), and
as also evidenced by a sixth amendment to the Loan Agreement and to the Security
Agreement and related loan modification documents, all dated as of January 30,
1998.
I. LTI has acquired and purchased additional equipment which was paid
for by loan proceeds evidenced by the Current Replacement Note as of January 30,
1998, as evidenced by a draw note and a seventh amendment to the Loan Agreement
and to the Security Agreement, all dated as of January 30, 1998.
J. LTI has acquired and purchased additional equipment (the
"Additional Property"), to be paid for by loan proceeds evidenced by the Current
Replacement Note as of this date and the parties hereto desire to further amend
and supplement the definition of "Collateral" as set forth in the Security
Agreement, as amended previously, to include the Additional Property.
K. In conjunction with the preceding Recital J, the Borrower and LTI,
in connection with the Additional Property, have made and executed a draw note
of even date herewith in the original principal amount of One Million Nine
Hundred Nine Thousand Six Hundred Fifty-Seven Dollars ($1,909,657.00) (the "New
Draw Note"), the proceeds of which shall be also evidenced by the Current
Replacement Note, which as aforesaid amended, restated and replaced the
Replacement Note, and shall be used to purchase the Additional Property.
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TERMS AND CONDITIONS
NOW, THEREFORE, in consideration of the foregoing and of the
agreements set out in this instrument, and for other good and valuable
consideration the receipt and sufficiency of which are hereby acknowledged, the
parties agree as follows.
1. Borrower and LTI have made and delivered the New Draw Note to
Bank, and Bank has accepted the same in accordance with the provisions hereof
and of the other Loan Documents. The New Draw Note is one of the "Additional
Draw Notes" as referred to in the Loan Agreement and in the Security Agreement,
as amended.
2. The Loan Documents are hereby further amended to include the
following:
(a) The "Collateral" as described and defined in Article One
of the Loan Agreement and in Paragraph 1(b) of the Security Agreement is hereby
further amended and supplemented by adding thereto the property described in
Exhibit A hereto, which exhibit sets forth a description of the Additional
Property.
(b) Any and all references in the Loan Agreement and in the
Security Agreement to the "Draw Notes" is hereby deemed further amended and
supplemented to include, as a part thereof, the New Draw Note.
3. Except as specifically modified hereby, the Current Replacement
Note and all other Loan Documents, as previously amended, supplemented, restated
and replaced by those aforesaid documents dated as of October 20, 1994, as of
December 23, 1994, as of May 24, 1995, as of May 31, 1995, as of December 22,
1995, and as of January 30, 1998, shall remain in full force and effect. This
instrument is not intended to, and will not, effect a novation of the
indebtedness evidenced by the Current Replacement Note, which as aforesaid
amended, restated and replaced the Replacement Note, nor are the liens of the
security interests granted under the Security Agreement, as previously amended
as aforesaid, intended to be released, altered, or changed in any manner except
as specifically stated herein.
IN WITNESS WHEREOF, this Eighth Amendment to Loan and Security
Agreements has been entered into by the parties hereto as of the day and year
first above written.
"BANK" "BORROWER"
FIRST TENNESSEE BANK NATIONAL LANDAIR SERVICES, INC.
ASSOCIATION
By: __________________________ By: ______________________
Larry Estepp, Scott M. Niswonger,
Regional President President
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"LTI"
LANDAIR TRANSPORT, INC.
By: _______________________
Eddie R. Brown,
President
"LIA"
LANDAIR INTERNATIONAL
AIRLINES, INC.
By: _______________________
Bruce A. Campbell,
President
"TPI"
TRANSPORTATION PROPERTIES, INC.
By: _______________________
Bruce A. Campbell,
President
"FAI"
FORWARD AIR, INC.
By: _______________________
Bruce A. Campbell,
President
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EXHIBIT A
RELATING TO EIGHTH AMENDMENT TO LOAN AND SECURITY AGREEMENT
- Attached -
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