Exhibit 5(a)
AMENDMENT TO
STOCKHOLDERS AGREEMENT
THIS AGREEMENT is made as of the 19th day of April, 2001 by and among
Transit Group, Inc., a Florida corporation (the "Company"), those holders of
Series B Preferred Stock, no par value per share, of the Company (the "Series B
Stock") and common stock of the Company set forth on Annex I hereto
(individually, a "Stockholder and collectively, the "Stockholders").
WHEREAS, the Company and the Stockholders entered into that certain
Stockholders Agreement dated as of May 13, 1999 (the "Stockholders Agreement")
in connection with the sale by the Company of 5,000,000 shares of its Series A
Preferred Stock, no par value per share ("Series A Stock"), to GE Capital Equity
Investments, Inc. (the "Purchaser") pursuant to the terms of that certain Stock
Purchase Agreement by and between the Company and the Purchaser dated May 13,
1999 (the "Series A Agreement"); and
WHEREAS, the Company has issued to General Electric Capital
Corporation an option to purchase shares of the Company's Common Stock (the
"Option"); and
WHEREAS, the parties to the Stockholders Agreement desire for certain
of the terms and conditions of the Stockholders Agreement to apply to the Series
B Stock and the common stock underlying the Option, subject to the amendments
set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants contained
herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereby agree to amend
the Stockholders Agreement as follows:
1. Upon the consummation of the sale of the Series B Stock to the
Stockholders, the definition of "Convertible Preferred Stock" shall mean the
Series A Convertible Preferred Stock, no par value, of the Company and the
Series B Convertible Preferred Stock, no par value, of the Company.
2. Upon the issuance of the Option, the term "Stock" shall be deemed
to include shares of Common Stock issuable upon exercise of the Option in
accordance with the terms thereof.
3. Except as expressly set forth in this Amendment, the Stockholders
Agreement is ratified and confirmed, shall remain in full force and effect and
shall not be altered, amended or modified.
4. This Agreement may be executed in counterparts, all of which taken
together shall constitute one in the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment
on the date first written above.
TRANSIT GROUP, INC.
By: /s/ Xxxxxx X. Xxxxxx
------------------------------------------
Xxxxxx X. Xxxxxx, CEO
GE CAPITAL EQUITY INVESTMENTS, INC.
By: /s/ Xxxxxxx X. Xxxxxxx
------------------------------------------
Xxxxxxx X. Xxxxxxx, Managing Director
/s/ T. Xxxxx Xxxxx
-----------------------------------
T. XXXXX XXXXX
/s/ Xxxxxx X. Xxxxxx
-----------------------------------
XXXXXX X. XXXXXX
GENERAL ELECTRIC CAPITAL CORPORATION
By: /s/ Xxxxxxx X. Xxxxx
-------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Department Operations Manager
2
ANNEX I
STOCKHOLDERS/PURCHASER CLASS OF SECURITIES NUMBER OF SHARES
---------------------- ------------------- ----------------
G E CAPITAL EQUITY INVESTMENTS, INC. Series A Stock ________
000 Xxxx Xxxxx Xxxx
Xxxxxxxx, Xxxxxxxxxxx 00000 Series B Stock ________
Attn: GE Equity Group-Transit
Telecopy No. (000) 000-0000
with copies to:
General Electric
Capital Corporation
000 Xxxx Xxxxx Xxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
Attn: GE Equity Group
Legal Counsel
Telecopy No. (000) 000-0000
and
Weil, Gotshal & Xxxxxx LLP
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxx X. Xxxxxxx, Esq.
Telecopy No. (000) 000-0000
T. XXXXX XXXXX Common Stock _________
0000 Xxx Xxxxx Xxxx.
Xxxxxxxxxxxx, Xxxxxxx 00000 Series B Stock _________
Telecopy No. ____________
XXXXXX X. XXXXXX Common Stock _________
Xxxxx 0000
0000 Xxxxx Xxxxx Xxxx Series B Stock _________
Xxxxxxx, Xxxxxxx 00000
Telecopy No:____________
3
