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EXHIBIT 10.8
AFFILIATED COMPANIES DEMAND LOAN AGREEMENT
THIS AFFILIATED COMPANIES DEMAND LOAN AGREEMENT made as of March 16,
1999, by and among Xxxxxxx Transportation, Inc. and Greyhound Lines, Inc. and
its present and any future affiliated companies (as hereinafter defined), which
affiliated companies, including Greyhound Lines, Inc. are hereinafter
collectively referred to as the "Affiliates" or individually referred to as an
"Affiliate".
WHEREAS, the Affiliates which are parties to this Agreement wish to
provide for the payment of loans and interest charges on any and all
intercompany indebtedness by or among any of the Affiliates.
NOW, THEREFORE, in consideration of the mutual covenants herein set out
and intending to be legally bound, the Affiliates which are parties to this
Agreement agree each with the others as follows:
1. Definitions:
For the purposes of this Agreement:
(a) A company is an "affiliate" of, or a company is "affiliated"
with another specified company if it, directly or indirectly,
through one or more intermediaries, controls, is controlled by
or is under common control with the other specified company;
(b) "Control" means (i) the possession, direct or indirect, of the
power to direct or cause the direction of the management and
policies of a company, or (ii) the ownership, directly or
indirectly, of shares possessing more than 80% of the voting
power of all of the shares of a company.
2. Intercompany Loans.
Any intercompany loan or indebtedness which is shown on the books and
records of any Affiliate and which has been received or advanced from
another Affiliate shall hereby be deemed to be an intercompany loan
made between such Affiliates which shall be due and payable in full,
together with interest thereon as set out below, upon demand made by
the Affiliate advancing the intercompany loan.
3. Interest Charges.
An Affiliate which receives an intercompany loan from any of the other
Affiliates shall pay interest on such intercompany loan calculated
quarterly at the prime rate of interest in effect at the First National
Bank of Chicago plus a percentage thereon, not to exceed two percent
(2%), as may be determined by Xxxxxxx Transportation, Inc. from time to
time.
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4. Interest Payments.
The interest charges set out in Section 3 above shall be payable by the
Affiliate which received an intercompany loan to the Affiliate which
makes such intercompany loan annually on the anniversary date of the
intercompany loan.
5. Further Actions.
The Affiliates shall take such further actions and shall execute such
further documents or instruments as may be reasonably necessary to
fulfill or give force and effect to this Agreement.
6. Successors and Assigns.
This Agreement shall be binding upon and ensure to the benefit of the
Affiliates which are parties hereto and their respective successors and
assigns.
7. Additional Parties and Withdrawal.
An Affiliate may join in this Agreement at any time, by duly adopted
resolution of its Board of Directors and by giving notice thereof to
Xxxxxxx Transportation, Inc., and shall thereafter be bound by the
terms hereof together with all other Affiliates then parties hereto.
Any Affiliate may withdraw from this Agreement by giving 30 days'
written notice of its withdrawal to the other Affiliates then party to
this Agreement, which giving of notice may be effected by the delivery
thereof to Xxxxxxx Transportation, Inc.
8. Governing Law.
This Agreement shall be governed by and interpreted in accordance with
the laws in force in the State of Delaware, and the Affiliates hereby
attorn to the jurisdiction of the courts of that State.
9. Effective Date.
This Agreement shall commence as of March 16, 1999 and shall continue
in force and effect for all taxable years thereafter until terminated.
This Agreement shall terminate and supersede any and all prior
intercompany loan agreements between Greyhound Lines, Inc. and its
affiliates.
IN WITNESS WHEREOF this Agreement has been duly adopted by the Boards
of Directors of each of the Affiliates which are parties hereto.
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XXXXXXX TRANSPORTATION, INC.
By: /s/ Xxxx X. Xxxxxx
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XXXX X. XXXXXX
Senior Vice President
GREYHOUND LINES, INC.
By: /s/ Xxxxx X. Xxxxxxxx
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XXXXX X. XXXXXXXX
President and Chief Executive Officer
ASI ASSOCIATES, INC.
By: /s/ Xxxxx X. Xxxxxxxx
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XXXXX X. XXXXXXXX
Chief Executive Officer
ATLANTIC GREYHOUND LINES OF
VIRGINIA, INC.
By: /s/ Xxxxx X. Xxxxxxxx
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XXXXX X. XXXXXXXX
Chairman of the Board and President
and Chief Executive Officer
CAROLINA ASSOCIATES, INC.
By: /s/ Xxxxx X. Xxxxxxxx
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XXXXX X. XXXXXXXX
Chief Executive Officer
CAROLINA COACH COMPANY
By: /s/ Xxxxx X. Xxxxxxxx
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XXXXX X. XXXXXXXX
Chief Executive Officer
GLI HOLDING COMPANY
By: /s/ Xxxxx X. Xxxxxxxx
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XXXXX X. XXXXXXXX
President and Chief Executive Officer
GREYHOUND DE MEXICO, S.A. DE C.V.
By: /s/ Xxxxx X. Xxxxxxxx
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XXXXX X. XXXXXXXX
President
GRUPO CENTRO, INC.
By: /s/ Xxxxx X. Xxxxxxxx
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XXXXX X. XXXXXXXX
President
LOS BUENOS LEASING CO., INC.
By: /s/ Xxxxxxx Xxxxxx
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XXXXXXX XXXXXX
President and Chief Executive Officer
and General Manager
LSX DELIVERY, L.L.C.
By: : /s/ Xxxxx X. Xxxxxxxx
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XXXXX X. XXXXXXXX
Chairman of the Board
ON TIME DELIVERY SERVICE, INC.
By: /s/ Xxxxx X. Xxxxxxxx
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XXXXX X. XXXXXXXX
Chairman of the Board
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PRB ACQUISITION, LLC
By: /s/ Xxxxx X. Xxxxxxxx
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XXXXX X. XXXXXXXX
Chief Executive Officer and President
RED BUS SYSTEMS, INC.
By: /s/ Xxxxx X. Xxxxxxxx
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XXXXX X. XXXXXXXX
Chief Executive Officer
SEASHORE TRANSPORTATION COMPANY
By: /s/ Xxxxx X. Xxxxxxxx
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XXXXX X. XXXXXXXX
Chief Executive Officer
SET ACQUISITION CORP.
By: /s/ Xxxxx X. Xxxxxxxx
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XXXXX X. XXXXXXXX
President
SISTEMA INTERNACIONAL DE
TRANSPORTE DE AUTOBUSES, INC.
By: /s/ Xxxxx X. Xxxxxxxx
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XXXXX X. XXXXXXXX
President and Chief Executive Officer
TEXAS, NEW MEXICO & OKLAHOMA COACHES, INC.
By: /s/ Xxxxx X. Xxxxxxxx
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XXXXX X. XXXXXXXX
Chief Executive Officer
T.N.M. & O. TOURS, INC.
By: /s/ Xxxxx X. Xxxxxxxx
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XXXXX X. XXXXXXXX
Chief Executive Officer
VALLEY GARAGE COMPANY
By: /s/ Xxxxx X. Xxxxxxxx
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XXXXX X. XXXXXXXX
Chief Executive Officer
VALLEY TRANSIT CO., INC.
By: /s/ Xxxxx X. Xxxxxxxx
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XXXXX X. XXXXXXXX
Chief Executive Officer
VERMONT TRANSIT CO., INC.
By: /s/ Xxxxx X. Xxxxxxxx
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XXXXX X. XXXXXXXX
President and Chief Executive Officer
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