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Exhibit 10.2
FOURTH AMENDMENT TO
LOAN AND SECURITY AGREEMENT
THIS FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (the "Amendment")
is made and entered into as of the 23rd day of March, 2001, by and between
LANDAIR CORPORATION, a Tennessee corporation and LANDAIR TRANSPORT, INC., a
Tennessee corporation (hereinafter referred to collectively as the "Borrower")
and SUNTRUST BANK (formerly SunTrust Bank, Nashville, N.A.) (the "Lender").
R E C I T A L S:
A. Borrower and Lender previously entered into that certain Loan and
Security Agreement dated June 13, 1995 (as amended from time to time, the "Loan
Agreement").
B. Borrower and Lender amended the Loan Agreement pursuant to a First
Amendment to Term Loan and Security Agreement dated June 16, 1995, a Second
Amendment to Term Loan and Security Agreement dated October 15, 1997 and a Third
Amendment to Term Loan and Security Agreement dated January 5, 1999.
C. Terms not defined herein shall have the meanings ascribed to such
terms in the Loan Agreement.
D. Borrower and Lender have agreed to amend the Loan Agreement as set
forth below.
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereby agree as follows:
1. Section 1.4 of the Loan Agreement concerning "Interest" is amended
to change the rate of interest to the LIBOR Rate plus one and one-half of one
percent (1.5%) per annum.
2. Sections 4.1 through 4.4 of the Loan Agreement concerning "Financial
Covenants" are deleted and the financial covenants set forth in that certain
Third Amendment to Loan and Security Agreement (the "Third Amendment") dated as
of the date hereof (a copy of which is attached hereto which amends another
credit facility between Borrower and Lender) are substituted in lieu thereof and
incorporated herein by reference. Such covenants are set forth in Section 2
through 5 of the Third Amendment.
3. The Borrower and Lender hereby agree and acknowledge that Borrowers'
charge against earnings of approximately $9,900,000 which was made in the fourth
quarter of 2000, will not be factored into the calculations of the financial
covenants of this Loan Agreement during the fiscal year ending December 31,
2001.
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4. The Lender hereby waives compliance by the Borrower with the
financial covenants set forth in Section 4.1 through 4.4 of the Loan Agreement
in effect prior to this Amendment.
5. All other applicable provisions of the Agreement are hereby amended
to conform to the amendments as expressed in this Amendment.
6. Except as provided herein, the Agreement shall remain unamended and
shall be in full force and effect.
7. This modification shall be governed by and construed in accordance
with the laws of the State of Tennessee.
IN WITNESS WHEREOF, the undersigned by and through their duly
authorized officers hereby execute this Amendment as of the day and date first
set forth above.
LANDAIR CORPORATION
By: /s/ Xxxxxx X. Xxxxxx
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Title: Chief Financial Officer
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LANDAIR TRANSPORT, INC.
By: /s/ Xxxxxx X. Xxxxxx
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Title: Chief Financial Officer
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SUNTRUST BANK
By: /s/ Xxxxxxx X. Xxxxxxxx
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Title: Vice President
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