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EXHIBIT 10.1
LOAN DOCUMENTS MODIFICATION AGREEMENT
(May 31, 1999)
THIS LOAN DOCUMENTS MODIFICATION AGREEMENT (hereinafter referred to as
this "Amendment") is made and entered into as of the 31st day of May, 1999, by
and among PROFESSIONAL TRANSPORTATION GROUP LTD., INC., a Georgia corporation,
and TIMELY NORTH, INC., a Georgia corporation (hereinafter collectively
referred to as "Borrower"), TRUCK-NET, INC., a Georgia corporation, TIMELY
TRANSPORTATION, INC., a Georgia corporation, PTG, INC., a Georgia corporation,
and XXXXXX X. XXXXX, a Georgia resident (hereinafter collectively referred to
as "Guarantors"), and SOUTHTRUST BANK, N.A., a national banking association
(hereinafter referred to as "Lender").
BACKGROUND STATEMENT
Borrower and Lender are parties to that certain Amended, Restated and
Consolidated Commercial Revolving Note dated March 2, 1998, in the original
principal amount of $9,000,000.00 (hereinafter referred to as the "Note", and
the loan evidenced thereby as the "Loan"). The Note is secured by (a) that
certain Amended and Restated General Security Agreement from Borrower and
Guarantors, as "Debtor" therein, to Lender, as "Secured Party" therein, dated
November 19, 1997 (hereinafter referred to as the "Security Agreement"), and
(b) all of the "Loan Documents," as that term is defined in that certain
Amended and Restated Commercial Loan Agreement dated March 2, 1998 (hereinafter
referred to as the "Loan Agreement"). Certain payment and performance
obligations of Borrower provided for in the Note, the Security Agreement, and
the other Loan Documents are guaranteed by Guarantors pursuant to separate
Guaranty of Payment and Performance, each dated November 19, 1997 (hereinafter
each referred to as a "Guaranty"). The Loan Documents have previously been
amended pursuant to that certain Loan Documents Modification Agreement dated
June 30, 1998, that certain Loan Documents Modification Agreement dated
September 15, 1998, that certain Loan Documents Modification Agreement dated
October 31, 1998, and that certain Loan Documents Modification Agreement dated
December 31, 1998. Borrower and Lender have agreed to amend the Note and all of
the other Loan Documents, Guarantors have each agreed to reaffirm their
Guaranty, and the parties hereto are entering into this Amendment to evidence
their agreements.
AGREEMENT
FOR AND IN CONSIDERATION of the sum of Ten and No/l00 Dollars ($10,00),
the foregoing recitals, and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, Borrower, Guarantors and
Lender do hereby agree as follows:
1. LOAN BALANCE. The foregoing recitals are true and correct and are
incorporated herein by reference. Borrower and Lender acknowledge and agree
that as of May 31, 1999, the outstanding principal balance of the Note is Six
Million Three Hundred Eighty-Six Thousand Two Hundred Eighty-Eight and 93/100
Dollars ($6,386,288.93).
2. MODIFICATION OF NOTE. The terms of the Note are hereby modified and
amended, effective as May 31, 1999, by deleting the principal and interest
payment schedule set forth in the Note in the paragraph titled "Payment
Schedule" and replacing it with the following:
"PAYMENT SCHEDULE. Principal and interest shall be due and payable as
follows. Interest only on the outstanding principal amount shall be
due and payable monthly, in
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arrears, beginning on April 1, 1998, and continuing on the first day
of each month thereafter until maturity. On September 30, 1999, all
unpaid principal, plus accrued and unpaid interest, shall be due and
payable in full."
The purpose of this modification is to extend the maturity date of the Loan to
September 30, 1999.
3. RATIFICATION; EXPENSES. Except as herein expressly modified or
amended, all the terms and conditions of the Note are hereby ratified,
affirmed, and approved. In consideration of Lender agreeing to extend the
maturity date of the Note, Borrower agrees to pay all fees and expenses
incurred in connection with this Amendment.
4. MODIFICATION OF LOAN DOCUMENTS. (a) As of the date hereof, Borrower
and Guarantors hereby reaffirm and restate each and every warranty and
representation set forth in the Loan Documents. The terms of the Loan Documents
are hereby modified and amended, effective as of the date hereof, so that any
reference in any of the Loan Documents (including, without limitation, the Loan
Agreement) to the Note shall refer to the Note as herein amended.
b) The notice address for Borrower in each Loan Document is amended
to read as follows:
Professional Transportation Group Ltd., Inc.
0000 Xxxxxxxx Xxxxxx
Xxxxx X-000
Xxxxxxxx, Xxxxxxx 00000
5. GUARANTOR'S REAFFIRMATION. The undersigned Guarantors hereby ratify,
confirm, reaffirm and covenant that the Guaranty which they have executed is
validly existing and binding against them under the terms of such Guaranty.
Guarantors hereby reaffirm and restate, as of the date hereof, all covenants,
representations and warranties set forth in the Guaranty.
6. NO DEFENSES; RELEASE. For purposes of this Paragraph 6, the terms
"Borrower Parties" and "Lender Parties" shall mean and include Borrower and
Guarantors, and Lender, respectively, and each of their respective
predecessors, successors and assigns, and each past and present, direct and
indirect, parent, subsidiary and affiliated entity of each of the foregoing,
and each past and present employee, agent, attorney-in-fact, attorney-at-law,
representative, officer, director, shareholder, partner and joint venturer of
each of the foregoing, and each heir, executor, administrator, successor and
assign of each of the foregoing; references in this paragraph to "any" of such
parties shall be deemed to mean "any one or more" of such parties; and
references in this sentence to "each of the foregoing" shall mean and refer
cumulatively to each party referred to in this sentence up to the point of such
reference. Borrower hereby acknowledges, represents and agrees: that Borrower
has no defenses, setoffs, claims, counterclaims or causes of action of any kind
or nature whatsoever with respect to the Note and the other Loan Documents or
the indebtedness evidenced and secured thereby, or with respect to any other
documents or instruments now or heretofore evidencing, securing or in any way
relating to the Loan, or with respect to the administration or funding of the
Loan, or with respect to any other transaction, matter or occurrence between
any of the Borrower Parties and any Lender Parties or with respect to any acts
or omissions of any Lender Parties (all of said defenses, setoffs, claims,
counterclaims or causes of action being hereinafter referred to as "Loan
Related Claims"); that, to the extent that Borrower may be deemed to have any
Loan Related Claims, Borrower does hereby expressly waive, release and
relinquish any and all such
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Loan Related Claims, whether or not known to or suspected by Borrower; that
Borrower shall not institute or cause to be instituted any legal action or
proceeding of any kind based upon any Loan Related Claims; and that Borrower
shall indemnify, hold harmless and defend all Lender Parties from and against
any and all Loan Related Claims and any and all losses, damages, liabilities,
costs and expenses suffered or incurred by any Lender Parties as a result of
any assertion or allegation by any Borrower Parties of any Loan Related Claims
or as a result of any legal action related thereto. Borrower hereby reaffirms
and restates, as of the date hereof, all covenants, representations and
warranties set forth in the Loan Documents.
7. NO NOVATION. Borrower and Lender hereby acknowledge and agree that
this Amendment shall not constitute a novation of the indebtedness evidenced by
the Loan Documents, and further that the terms and provisions of the Loan
Documents shall remain valid and in full force and effect except as may be
hereinabove modified and amended.
8. NO WAIVER OR IMPLICATION. Borrower hereby agrees that nothing herein
shall constitute a waiver by Lender of any default, whether known or unknown,
which may exist under the Note or any other Loan Document. Borrower hereby
further agrees that no action, inaction or agreement by Lender, including,
without limitation, any extension, indulgence, waiver, consent or agreement of
modification which may have occurred or have been granted or entered into (or
which may be occurring or be granted or entered into hereunder or otherwise)
with respect to nonpayment of the Loan or any portion thereof, or with respect
to matters involving security for the Loan, or with respect to any other matter
relating to the Loan, shall require or imply any future extension, indulgence,
waiver, consent or agreement by Lender. Borrower hereby acknowledges and agrees
that Lender has made no agreement, and is in no way obligated, to grant any
future extension, indulgence, waiver or consent with respect to the Loan or any
matter relating to the Loan.
9. NO RELEASE OF COLLATERAL. Borrower further acknowledge and agree that
this Agreement shall in no way occasion a release of any collateral held by
Lender as security to or for the Loan, and that all collateral held by Lender
as security to or for the Loan shall continue to secure the Loan.
10. SUCCESSORS AND ASSIGNS. This Amendment shall be binding upon and
inure to the benefit of Borrower, Guarantors and Lender and their respective
heirs, successors and assigns, whether voluntary by act of the parties or
involuntary by operation of law.
11. AUTHORITY. By executing this Amendment as hereinafter provided,
Xxxxxx X. Xxxxx hereby certifies that he is the President of each Borrower and
is duly authorized to execute this Amendment on behalf of each Borrower.
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IN WITNESS WHEREOF, this Amendment has been duly executed under seal by
Borrower, Guarantors and Lender, as of the day and year first above written.
BORROWER:
PROFESSIONAL TRANSPORTATION GROUP LTD.,
INC., a Georgia corporation
By: /s/Xxxxxx X. Xxxxx
------------------------------------
Xxxxxx X. Xxxxx, President
[CORPORATE SEAL]
TIMELY NORTH, INC., a Georgia corporation
By: /s/Xxxxxx X. Xxxxx
------------------------------------
Xxxxxx X. Xxxxx, President
[CORPORATE SEAL]
GUARANTORS:
TRUCK-NET, INC., a Georgia corporation
By: /s/Xxxxxx X. Xxxxx
-----------------------------------
Xxxxxx X. Xxxxx, President
[CORPORATE SEAL]
TIMELY TRANSPORTATION, INC., a Georgia
corporation
By: /s/Xxxxxx X. Xxxxx
-----------------------------------
Xxxxxx X. Xxxxx, President
[CORPORATE SEAL]
/s/Xxxxxx X. Xxxxx
-----------------------------------(SEAL)
XXXXXX X. XXXXX,
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PTG, INC., a Georgia corporation
By: /s/Xxxxxx X. Xxxxx
--------------------------------------
Xxxxxx X. Xxxxx, President
[CORPORATE SEAL]
LENDER:
SOUTHTRUST BANK, N.A., a national banking
association
By: /s/Xxxxxxx X. Xxxxxx
--------------------------------------
Xxxxxxx X. Xxxxxx
Vice President
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