EX-4.1 3 s2a2ex4_1.txt LTR TO MORGAN Exhibit 4.1 November 8, 2001 Morgan Drive Away, Inc. TDI, Inc. 2746 Old U.S. 20 West Elkhart, Indian 46514 Attention: Gary Klusman Gentlemen: Reference is made to (a) the Revolving Credit and Security Agreement, dated as of July 27, 2001 (the "Agreement"), amoung us and each of you, and (b) the Letter of Credit Financing Supplement to Revolving Credit Agreement, dated July, 27, 2001 (the "L/C Supplement"), among us and each of you. Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to them under the Agreement or the L/C Supplement, as the case may be. You have advised us that you are in violation of the requirements of Sections 12(n), 12(o) and 12(r) of the Agreement for the fiscal quarter ended September 30, 2001. This letter shall serve to confirm that, provided your actual performance with respect to such Sections of the Agreement was no worse than that which you have previously reported to us in writing, we hereby waive your failure to be in compliance with Sections 12(n), 12(o) and 12(r) of the Agreement for the fiscal quarter ended September 30, 2001, as Events of Default under the Agreement. The waivers provided herein are only with respect to the Sections of the Agreement referred to above and only for the time period referred to above, and shall not be construed as a waiver of your compliance with any other provisions of the Agreement, nor as a waiver of the provisions of the specific Sections referred to above for any other time period. In addition, it is hereby agreed by and among each of you and us that the Agreement shall be amended as follows, effective as of the date this letter is duly executed by each of you and delivered to us: 1. The table in the last seven lines of the defined term "Contract Rule" in Section 1 of the Agreement, immediately following the words "rolling four quarter basis", are deleted in their entirety and replaced by the following: "Funded Debt (including the face amount Average LIBOR Alternate Base Rate of outstanding Letters of Credit/EBITDA plus Margin plus Margin Greater than 4.5 3.75% 1.25% Greater than 3.0 but less than 4.5 3.25% .75% Greater than 2.0 but less than 3.0 3.00% .50% Less than 2.0 2.75% .25%" 2. Section 12(n) of the Agreement is deleted in its entirety and replaced by the following: "(n) it shall not permit its Tangible Net Worth to be less than seven hundred seventy-five thousand dollars ($775,000). Thereafter, the Borrower's Tangible Net Worth will be tested on a quarterly basis and must be in the following minimum amounts as of the end of each of the Borrower's following Fiscal quarters: Fiscal Quarter Minimum Amount -------------- -------------- Fourth Quarter, 2001 $2,300,000 First Quarter, 2002 $2,400,000 Second Quarter, 2002 $2,600,000 Third Quarter, 2002 $2,800,000 Fourth Quarter, 2002 $3,000,000 First Quarter, 2003 $5,300,000 Second Quarter, 2003 $6,700,000 Third Quarter, 2003 $7,800,000 Fourth Quarter, 2003 $7,800,000 First Quarter, 2004 $7,800,000 Second Quarter, 2004 $8,100,000" 3. Section 12(o) of the Agreement is deleted in its entirety and replaced by the following: "(o) it shall maintain a ratio of Funded Debt to EBITDA of not less than: Fiscal Quarter Minimum Funded Debt/EBITDA Coverage -------------- ----------------------------------- Fourth Quarter, 2001 17.00X First Quarter, 2002 8.00X Second Quarter, 2002 9.00X Third Quarter, 2002 6.00X Fourth Quarter, 2002 5.50X First Quarter, 2003 2.70X Second Quarter, 2003 2.50X Third Quarter, 2003 2.40X Fourth Quarter, 2003 2.30X First Quarter, 2004 2.30X Second Quarter, 2004 2.30X" (Lender shall test the Borrower's Maximum Funded Debt/EBITDA Cover quarterly pursuant to the table above and which is based upon a rolling four-quarter calculation.)" 4. Section 12(r) of the Agreement is deleted in its entirety and replaced by the following: "(r) it shall maintain a Fixed Charge Coverage Ratio of not less than the following: Fiscal Quarter Minimum Fixed Charge Coverage -------------- ----------------------------- Fourth Quarter, 2001 2.00X First Quarter, 2002 3.10X Second Quarter, 2002 1.20X Third Quarter, 2002 1.40X Fourth Quarter, 2002 1.60X First Quarter, 2003 2.00X Second Quarter, 2003 2.00X Third Quarter, 2003 2.00X Fourth Quarter, 2003 2.00X First Quarter, 2004 2.00X Second Quarter, 2004 2.00X" (Lender shall test the Borrower's Minimum Fixed Charge Coverage quarterly pursuant to the table above and which is based upon a rolling four-quarter calculation.)" It is also hereby agreed by and among each of you and us that the L/C Supplement shall be amended as follows, effective as of the date this letter is duly executed by each of you and delivered to us: A. Section I of the L/C Supplement is amended by deleting the table of Applicable Rates of commissions on page 3 thereof in its entirety, and replacing it with the following: "If the Rate under the or if the Rate under the then the Monthly Agreement is Average Agreement is Alternate Applicable Rate under LIBOR plus a Margin of: Base rate plus Margin of: this Supplement will be: 3.75% 1.25% .312% 3.25% .75% .270% 3.00% .50% .249% 2.75% .25% .228%" Except as heretofore and hereby amended, the Agreement and the L/C Supplement shall remain unchanged and in full force and effect in accordance with its terms. If the foregoing correctly sets forth the agreement between us, please execute a copy of this letter in the space provided below and return a fully executed copy of this letter to our offices. Very truly yours, GMAC COMMERCIAL CREDIT LLC By: /s/ Frank Imperati ------------------------------ Title: SVP READ AND AGREED TO: MORGAN DRIVE AWAY, INC. By: /s/ Gary J. Klusman -------------------------------------- Title: Exec VP-Finance and Admin TDI, INC. By: /s/ Gary J. Klusman -------------------------------------- Title: Exec VP-Finance and Admin