8-K

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report
September 23, 2002
(Date of earliest event reported)

Boyd Bros. Transportation Inc.

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of incorporation)

0-23948	63-6006515
(Commission File No.)	(IRS Employer Identification No.)
3275 Highway 30
Clayton, Alabama	36016
(Address of principal executive offices)	(Zip Code)

(334) 775-1400

(Registrant’s telephone number, including area code)

TABLE OF CONTENTS

WAIVER AND CONSENT AGREEMENT

Item 5. Other Events.

     On September 23, 2002, Boyd Bros. Transportation Inc. (the “Company”) entered into a Waiver and Consent Agreement with one of its two primary bank lenders. Pursuant to the Waiver and Consent Agreement, the lender has consented to and waived, effective as of June 30, 2002, the failure of the Company to comply with a certain financial covenant ratio requirement contained in its loan agreement with the lender. The Company was otherwise in compliance with its covenants contained in the loan agreement as of the end of the fiscal quarter ended June 30, 2002.

     On September 30, 2002, the Company received confirmation from its other primary bank lender that the Company was in compliance with its loan agreement covenants with said lender as of the end of the fiscal quarter ended June 30, 2002.

Item 7. Financial Statements and Exhibits

     (c)  Exhibits.

     Exhibit 99.1 – Waiver and Consent Agreement by and between Boyd Bros. Transportation Inc. and AmSouth Bank, dated September 2, 2002, and effective June 30, 2002.

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			BOYD BROS. TRANSPORTATION INC.
Date:	September 24, 2002	By:	/s/ Richard C. Bailey Richard C. Bailey Its Executive Vice President and Chief Financial Officer

EX-99.1 3 g78455exv99w1.txt WAIVER AND CONSENT AGREEMENT EXHIBIT 99.1 WAIVER AND CONSENT AGREEMENT THIS WAIVER AND CONSENT AGREEMENT ("this Agreement"), effective as of June 30, 2002, but executed on September 23, 2002, is entered into by BOYD BROTHERS TRANSPORTATION, INC., a Delaware corporation (the "Borrower"), and AMSOUTH BANK, an Alabama banking corporation (the "Lender"). R e c i t a l s A. The Borrower and the Lender have entered into a Credit Agreement dated as of May 1, 2001, as amended (the "Credit Agreement"). B. The Borrower has requested that the Lender enter into this Agreement in order to grant certain consents and waivers with respect to the Credit Agreement as hereinafter described. Agreement NOW, THEREFORE, in consideration of the foregoing recitals and of the mutual agreements of the parties hereto: 1. The parties agree that capitalized terms used in this Agreement and not otherwise defined herein have the respective meanings attributed thereto in the Credit Agreement. 2. The Lender consents to and waives the failure of the Borrower to: (a) Not permit its ratio of EBITDA plus the Net Gain from the sale of rolling stock to Interest Expense and Principal Maturities measured as of the end of each June 30 and December 31 of each year for the previous four fiscal quarters to be less than 1.25 to 1.0, as required by Section 5.15 of the Credit Agreement, without which consent the Borrower would be in default under Article VI(e) of the Credit Agreement. 3. This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original and all of which shall constitute the same instrument, but only one of which need be produced. 4. The Borrower hereby represents and warrants that all representations and warranties contained in the Credit Agreement are true and correct as of the date hereof (except representations and warranties that are expressly limited to an earlier date); and the Borrower certifies that except for those matters waived or consented to herein, no Event of Default nor any event that, upon notice or lapse of time or both, would constitute an Event of Default, has occurred and is continuing. 5. Nothing contained herein shall be construed as a waiver, acknowledgement or consent to any breach or Event of Default of the Credit Agreement and the Credit Documents not specifically mentioned herein, and the consents granted herein are effective only in the specific instance and for the purposes which given. 6. This Agreement shall be governed by the laws of the State of Alabama. IN WITNESS WHEREOF, each of the Borrower and the Lender has caused this Agreement to be executed by its duly authorized officer as of the day and year first above written. BOYD BROTHERS TRANSPORTATION, INC. AMSOUTH BANK By: /s/ RICHARD C. BAILEY By: /s/ PAUL WALKER ----------------------------------- ------------------------------ Its: Chief Financial Officer Its: Vice President ----------------------------------- ----------------------------- -----END PRIVACY-ENHANCED MESSAGE-----

EX-99.1

                                                                  EXHIBIT 99.1


                          WAIVER AND CONSENT AGREEMENT

         THIS WAIVER AND CONSENT AGREEMENT ("this Agreement"), effective as of
June 30, 2002, but executed on September 23, 2002, is entered into by BOYD
BROTHERS TRANSPORTATION, INC., a Delaware corporation (the "Borrower"), and
AMSOUTH BANK, an Alabama banking corporation (the "Lender").

                                 R e c i t a l s

         A. The Borrower and the Lender have entered into a Credit Agreement
dated as of May 1, 2001, as amended (the "Credit Agreement").

         B. The Borrower has requested that the Lender enter into this Agreement
in order to grant certain consents and waivers with respect to the Credit
Agreement as hereinafter described.

                                    Agreement

         NOW, THEREFORE, in consideration of the foregoing recitals and of the
mutual agreements of the parties hereto:

         1. The parties agree that capitalized terms used in this Agreement and
not otherwise defined herein have the respective meanings attributed thereto in
the Credit Agreement.

         2. The Lender consents to and waives the failure of the Borrower to:

            (a) Not permit its ratio of EBITDA plus the Net Gain from the sale
of rolling stock to Interest Expense and Principal Maturities measured as of the
end of each June 30 and December 31 of each year for the previous four fiscal
quarters to be less than 1.25 to 1.0, as required by Section 5.15 of the Credit
Agreement, without which consent the Borrower would be in default under Article
VI(e) of the Credit Agreement.






         3. This Agreement may be executed in one or more counterparts, each of
which shall for all purposes be deemed to be an original and all of which shall
constitute the same instrument, but only one of which need be produced.

         4. The Borrower hereby represents and warrants that all representations
and warranties contained in the Credit Agreement are true and correct as of the
date hereof (except representations and warranties that are expressly limited to
an earlier date); and the Borrower certifies that except for those matters
waived or consented to herein, no Event of Default nor any event that, upon
notice or lapse of time or both, would constitute an Event of Default, has
occurred and is continuing.

         5. Nothing contained herein shall be construed as a waiver,
acknowledgement or consent to any breach or Event of Default of the Credit
Agreement and the Credit Documents not specifically mentioned herein, and the
consents granted herein are effective only in the specific instance and for the
purposes which given.

         6. This Agreement shall be governed by the laws of the State of
Alabama.


         IN WITNESS WHEREOF, each of the Borrower and the Lender has caused this
Agreement to be executed by its duly authorized officer as of the day and year
first above written.


BOYD BROTHERS TRANSPORTATION, INC.                    AMSOUTH BANK


By:         /s/ RICHARD C. BAILEY              By:  /s/ PAUL WALKER
      -----------------------------------         ------------------------------
Its:        Chief Financial Officer            Its:  Vice President
      -----------------------------------          -----------------------------