Exhibit 10.1
SunTrust Bank Dawn G. Dorsey
Mail Code FL JAX 1025 Vice President
76 South Laura St. 20th Floor
Jacksonville, FL 32202
Tel (904) 632-2599
Fax (904) 632-2874
sunTrust
February 11, 2005
Mr. John E. Anderson
Mr. Ray M. Van Landingham
Patriot Transportation Holding, Inc.
1801 Art Museum Drive
Jacksonville, FL 32232
RE: $15,000,000.00 Committed Facility for Letters
of Credit (hereinafter referred to as "SunTrust
Letter of Credit Facility")
This Commitment Letter supersedes and replaces all previously
issued Commitment Letters related to the Subject facility, the
terms of which are hereby null and void.
Dear Messrs. Anderson and Van Landingham,
I am very pleased to inform you that SunTrust Bank
(hereinafter referred to as the "Bank") has approved your
request for the above referenced facility subject to the
following terms and conditions:
1) Facilities/Purpose: $15,000,000.00 committed facility
to be utilized for the issuances of Standby
Letters of Credit for insurance related
purposes. All currently outstanding Letters
of Credit shall be carved out of availability
of total facility. Remaining availability at
this time for issuance of new Letters of
Credit is approximately $3,000,000.00.
Letters of Credit to be in the name of
Patriot Transportation Holding, Inc.
(hereinafter referred to as the Borrower)
and/ or Florida Rock and Tank Lines, Inc.
2) Terms: Facility shall mature on March 31, 2006.
Letters of Credit issued under facility to
be for a period of up to one year
3) Fees: 1% fee per annum based on amount of
Letters of Credit issued under facility. Said
fee to be payable upfront at time of issuance
of Letter of Credit.
4) Covenants: To coincide with covenants as per the
"Amended and Restated Revolving Credit Agreement
dated as of November 10, 2004 among Patriot
Transportation Holding, Inc. as Borrower, the
Lenders from time to time party hereto and
Wachovia Bank, National Association as
Administrative Agent" (hereinafter referred to as
the Loan Agreement).
5) Conditions: To coincide with conditions as per the Loan
Agreement.
Patriot Transportation Holding, Inc.
February 11, 2005
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6) Reporting Requirements:
To coincide with the Reporting Requirements as
per the Loan Agreement.
7) Representation: The Borrower warrants and represents to
the best of its knowledge all the documents
and/or information provided to the Bank prior to
the date hereof are true and correct and
acknowledges that the issuance of this Commitment
Letter by the Bank is in reliance upon the
accuracy and truth of said documents and/or
information. Further, the Borrower warrants and
represents that all material information known to
the Borrower has been disclosed by the Borrower
to the Bank and the Bank has relied upon this
representation in the issuance of this Commitment
Letter.
8) WAIVER OF RIGHT TO JURY TRIAL:
IF ANY LEGAL ACTION IS TAKEN WITH RESPECT TO THIS
COMMITMENT OR THE LOAN DOCUMENTS OR ANY TRANSACTION
DESCRIBED IN THIS COMMITMENT OR THE LOAN DOCUMENTS, THE
BORROWER, THE GUARANTOR AND BANK WAIVE THEIR RIGHTS TO
TRIAL BY JURY.
This Commitment Letter shall be considered null and void
unless the Borrower shall acknowledge acceptance hereof by
signing and returning the enclosed copy of this letter on or
before February 25, 2005. Thank you for the opportunity to
present this Commitment Letter in relation to your financing
request. Please do not hesitate to call me at a later time
to discuss any of the terms of this Commitment Letter in
further detail or if I may be of assistance in regards to
anything at all.
Sincerely,
Dawn G. Dorsey
Vice President
Patriot Transportation Holding, Inc.
February 11, 2005
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Acceptance:
The terms and conditions of this Commitment Letter are
hereby accepted.
Date: ________________
Borrower:
Patriot Transportation Holding, Inc.
By: _________________________________
As its: ______________________________