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EXHIBIT 10.2
SECOND AMENDMENT TO
LOAN AND SECURITY AGREEMENT
THIS SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT (the "Amendment")
is made this the 26 day of August, 1999 by and among SUNTRUST BANK, NASHVILLE,
N.A. (the "Lender") and LANDAIR CORPORATION and LANDAIR TRANSPORT, INC.
(collectively, the "Borrower").
RECITALS:
A. Borrower and Lender entered into that certain Loan and Security
Agreement dated January 5, 1999, as amended by a First Amendment to Loan and
Security Agreement (as amended from time to time, the "Agreement").
B. The Borrower and the Lender are desirous of amending the Agreement
as set forth below.
C. Terms not defined herein shall have the meanings ascribed to such
terms in the Agreement.
NOW, THEREFORE, in consideration of the premises and mutual covenants
and obligations herein, the parties hereto agree that the Agreement is hereby
amended and modified as follows:
Section 1. Section 1.4 of the Agreement concerning "Interest" is
amended to the extent that the Applicable Margin through December 31, 1999 shall
be two percent (2%) per annum. Thereafter, the Applicable Rate shall be
determined in accordance with the following pricing matrix:
Ratio of Adjusted Funded Applicable
Debt to EBITDAR Margin
--------------- ------
> 2.5 1.75%
-
> 2.0 and < 2.5 1.50%
-
> 1.5 and < 2.0 1.25%
-
> 1.0 and < 1.5 1.00%
-
< 1.0 0.75%
Section 2. Sections 4.1 through 4.4 of the Agreement are deleted and
the following Sections are substituted in lieu thereof:
Section 4.1. EBITR Divided by IR Ratio. While any of the
Indebtedness is outstanding, Landair Corporation will maintain (on a
consolidated basis) a ratio of earnings (before interest and rent
expense and taxes) to interest and rent expense, of no less than .50 to
1.0 from the date of this Amendment through September 30, 2000, 1.30 to
1.0 from December 31, 2000 through September 30, 2001 and 1.60 to 1.0
thereafter, calculated on an annualized rolling four fiscal quarter
basis and measured at the end of each fiscal quarter.
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Section 4.2. Adjusted Funded Debt to EBITDAR Ratio. While any
of the Indebtedness is outstanding, Landair Corporation will maintain
(on a consolidated basis) a ratio of Adjusted Funded Debt to earnings
before interest, taxes, depreciation, amortization and rents
("EBITDAR") of no greater than 4.25 to 1.0 from the date of this
Amendment through September 30, 1999, 3.75 to 1.0 from December 31,
1999 through September 30, 2000 and 3.0 to 1.0 thereafter, calculated
on an annualized rolling four fiscal quarter basis and measured at the
end of each fiscal quarter commencing December 31, 1998.
Section 4.3. Capitalization Ratio. While any of the
Indebtedness is outstanding, Landair Corporation will maintain at all
times (on a consolidated basis) a ratio of Adjusted Funded Debt to
Adjusted Capitalization not to exceed .65 to 1.0 from the date of this
Amendment through September 30, 2000 and .55 thereafter.
Section 4.4. Tangible Net Worth. While any of the Indebtedness
is outstanding, Landair Corporation will maintain (on a consolidated
basis) at all times a Tangible Net Worth equal to $37,000,000
commencing September 30, 1999. Commencing December 31, 1999, Tangible
Net Worth shall increase after each fiscal quarter by: (i) at least 75%
of net income, without any deduction for losses; and (ii) 100% of the
net proceeds of any equity offering.
Section 3. All other applicable provisions of the Agreement are hereby
amended to conform to the amendments as expressed in this Amendment.
Section 4. Except as provided herein, the Agreement shall remain
unamended and shall be in full force and effect.
Section 5. 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.
SUNTRUST BANK, NASHVILLE, N.A. LANDAIR CORPORATION
By: /s/ Xxxxx X. Xxxxxxx By: /s/ Xxxxxx X. Xxxx
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Title: Vice President Title: CFO
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LANDAIR TRANSPORT, INC.
By: /s/ Xxxxxx X. Xxxx
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Title: CFO
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