10-Q

FORM 10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

(Mark One)

[X]	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
	SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2003

OR

[   ]	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
	SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______________________________to ______________________________

Commission File Number   0-23948

Boyd Bros. Transportation Inc.

(Exact name of Registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization) 63-6006515
(IRS Employer Identification
Number)

3275 Highway 30, Clayton, Alabama 36016

(Address of principal executive offices)
(Zip Code)

(334) 775-1400

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) Yes [X] No [   ], and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [   ]

Indicate by check mark whether the registrant is an accelerated filer as defined in Rule 12b-2 of the Exchange Act. Yes [   ]  No [X]

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of August 12, 2003.

Common Stock, $.001 Par Value	2,710,667
(Class)	(Number of Shares)

TABLE OF CONTENTS

		CONSOLIDATED BALANCE SHEETS
		CONSOLIDATED STATEMENTS OF INCOME
		CONSOLIDATED STATEMENTS OF CASH FLOWS
		NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
	Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
	Item 3. Quantitative and Qualitative Disclosures about Market Risk
	Item 4. Controls and Procedures
PART II. OTHER INFORMATION
	Item 1. Legal Proceedings
	Item 2. Changes in Securities and Use of Proceeds
	Item 3. Defaults Upon Senior Securities
	Item 4. Submission of Matters to a Vote of Security Holders
	Item 5. Other Information
	Item 6. Exhibits and Reports on Form 8-K
SIGNATURES
EX-10.1 PACCAR FINANCIAL AGREEMENT 04/03/03
EX-10.2 PACCAR FINANCIAL AGREEMENT 04/22/03
EX-10.3 PACCAR FINANCIAL AGREEMENT 05/15/03
EX-10.4 PACCAR FINANCIAL AGREEMENT 05/23/03
EX-10.5 GE CAPITAL PROMISSORY NOTE 07/01/03
EX-31.1 EXCHANGE ACT RULE CERTIFICATION OF PEO
EX-31.2 EXCHANGE ACT RULE CERTIFICATION OF PFO
EX-32.1 SECTION 906 CERTIFICATION OF THE CEO
EX-32.2 SECTION 906 CERTIFICATION OF THE CFO

INDEX

				Page Number
Part I.	Financial Information
	Item 1.	Consolidated Financial Statements
		Consolidated Balance Sheets           June 30, 2003 (unaudited) and December 31, 2002		3
		Consolidated Statements of Income (unaudited)           Periods Ended June 30, 2003 and 2002		5
		Consolidated Statements of Cash Flows (unaudited)           Periods Ended June 30, 2003 and 2002		6
		Notes to Consolidated Financial Statements		7
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		13
	Item 3.	Quantitative and Qualitative Disclosures about Market Risk		22
	Item 4.	Controls and Procedures		23
Part II.	Other Information
	Item 1.		Legal Proceedings	24
	Item 2.		Changes in Securities and Use of Proceeds	24
	Item 3.		Defaults Upon Senior Securities	24
	Item 4.		Submission of Matters to a Vote of Security Holders	24
	Item 5.		Other Information	24
	Item 6.		Exhibits and Reports on Form 8-K	24
Signatures				25

2

BOYD BROS. TRANSPORTATION INC.

CONSOLIDATED BALANCE SHEETS

			June 30,		DECEMBER 31,
			2003		2002
			(UNAUDITED)
ASSETS
CURRENT ASSETS:
	Cash and cash equivalents		$	238,287	$	292,514
	Short-term investments			—		288,000
	Accounts receivable:
		Trade and interline		10,989,273		9,083,921
		Other		604,658		542,963
	Current portion of net investment in sales-type leases			1,480,450		1,427,617
	Parts and supplies inventory			760,159		521,201
	Prepaid licenses and permits			904,807		547,460
	Other prepaid expenses			924,823		965,995
	Deferred income taxes			2,146,304		2,378,688
		Total current assets		18,048,761		16,048,359
PROPERTY AND EQUIPMENT:
	Land and land improvements			2,948,297		2,948,297
	Buildings			7,823,234		7,804,015
	Revenue equipment			64,443,100		64,644,891
	Other equipment			12,857,389		12,466,476
	Leasehold improvements			386,384		386,384
		Total		88,458,404		88,250,063
	Less accumulated depreciation and amortization			35,842,731		33,525,571
		Property and equipment, net		52,615,673		54,724,492
OTHER ASSETS:
	Net investment in sales-type leases			6,323,018		6,706,848
	Goodwill			3,452,446		3,452,446
	Revenue equipment held for lease			614,157		310,405
	Deposits and other assets			340,156		339,531
		Total other assets		10,729,777		10,809,230
TOTAL			$	81,394,211	$	81,582,081

See notes to unaudited consolidated financial statements.

3

BOYD BROS. TRANSPORTATION INC.

CONSOLIDATED BALANCE SHEETS

			June 30,			DECEMBER 31,
			2003			2002
			(UNAUDITED)
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
	Accounts payable - trade and interline		$	4,469,269		$	2,375,475
	Line of credit			1,313,825			—
	Income taxes payable			512,666			1,424,791
	Accrued liabilities:
		Self-insurance claims		4,239,689			4,537,857
		Salaries and wages		882,860			447,911
		Other		1,962,401			1,324,364
	Current maturities of long-term debt			14,635,011			14,488,695
		Total current liabilities		28,015,721			24,599,093
LONG-TERM DEBT				15,578,090			19,135,870
DEFERRED INCOME TAXES				11,423,915			12,122,259
		Total liabilities		55,017,726			55,857,222
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS’ EQUITY:
	Preferred stock, $.001 par value - 1,000,000 shares authorized; no shares issued and outstanding			—			—
	Common stock, $.001 par value - 10,000,000 shares authorized; 4,069,640 shares issued and outstanding			4,070			4,070
	Treasury stock at cost; 1,358,973 and 1,359,684 shares shares at June 30, 2003 and December 31, 2002, respectively			(9,633,234	)		(9,638,274	)
	Additional paid-in capital			16,884,622			16,884,622
	Retained earnings			19,121,027			18,474,441
		Total stockholders’ equity		26,376,485			25,724,859
TOTAL			$	81,394,211		$	81,582,081

See notes to unaudited consolidated financial statements.

4

BOYD BROS. TRANSPORTATION INC.

CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

		Three Months Ended June 30,						Six Months Ended June 30,
		2003			2002			2003			2002
OPERATING REVENUES		$	34,368,130		$	32,969,112		$	66,945,608		$	63,589,429
OPERATING EXPENSES:
	Salaries, wages and employee benefits		9,777,817			9,302,994			19,066,592			18,652,139
	Cost of independent contractors		10,945,868			10,063,793			21,491,222			19,042,758
	Operating supplies		6,879,976			6,499,837			13,811,100			12,464,397
	Operating taxes and licenses		641,506			673,171			1,243,120			1,358,139
	Insurance and claims		1,114,896			1,236,558			2,447,296			3,395,066
	Communications and utilities		342,817			324,325			674,664			650,220
	Depreciation and amortization		2,948,579			2,973,891			5,592,631			5,885,837
	Gain on disposal of property and equipment, net		(196,847	)		(50,899	)		(196,848	)		(86,395	)
	Other		499,492			415,340			1,063,814			751,819
	Total operating expenses		32,954,104			31,439,010			65,193,591			62,113,980
OPERATING INCOME			1,414,026			1,530,102			1,752,017			1,475,449
OTHER INCOME (EXPENSES):
	Interest income		225			3,065			5,022			8,776
	Interest expense		(283,764	)		(511,393	)		(592,183	)		(911,925	)
	Other expenses		(25,066	)		—			(52,584	)		(1,000	)
	Other expenses, net		(308,605	)		(508,328	)		(639,745	)		(904,149	)
INCOME BEFORE PROVISION FOR INCOME TAXES			1,105,421			1,021,774			1,112,272			571,300
PROVISION FOR INCOME TAXES			460,130			414,424			462,795			252,051
NET INCOME		$	645,291		$	607,350		$	649,477		$	319,249
BASIC EARNINGS PER SHARE		$	0.24		$	0.22		$	0.24		$	0.12
DILUTED EARNINGS PER SHARE		$	0.23		$	0.22		$	0.23		$	0.12
BASIC WEIGHTED AVERAGE SHARES OUTSTANDING			2,710,673			2,708,105			2,710,669			2,708,967
DILUTED WEIGHTED AVERAGE SHARES OUTSTANDING			2,836,549			2,741,712			2,837,684			2,732,590

See notes to unaudited consolidated financial statements.

5

BOYD BROS. TRANSPORTATION INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

					Six Months Ended June,
					2003			2002
OPERATING ACTIVITIES:
	Net income				$	649,477		$	319,249
	Adjustments to reconcile net income (loss) to net cash provided by operating activities:
		Depreciation and amortization				5,592,631			5,885,837
		Provision for bad debts				99,726			—
		Net effect of sales-type leases on cost of independent contractors				94,602			(478,131	)
		Gain on disposal of property and equipment, net				(196,847	)		(86,395	)
		Provision for deferred income taxes				(465,960	)		(36,504	)
		Changes in assets and liabilities that provided (used) cash:
			Accounts receivable			(2,066,773	)		(2,401,092	)
			Other current assets			(267,133	)		399,468
			Other assets			(625	)		162,800
			Accounts payable- trade and interline			2,093,794			1,669,130
			Accrued liabilities and other current liabilities			(137,307	)		1,297,763
				Net cash provided by operating activities		5,395,585			6,732,125
INVESTING ACTIVITIES:
	Payments received on sales-type leases					1,147,020			1,288,783
	Capital expenditures:
		Revenue equipment				(4,037,730	)		(3,677,307	)
		Other equipment				(671,512	)		(757,469	)
	Proceeds from disposals of property and equipment, net of trades					207,900			258,180
				Net cash used in investing activities		(3,354,322	)		(2,887,813	)
FINANCING ACTIVITIES:
	Proceeds from sales of common stock					2,149			(42,254	)
	Proceeds (payments) on line of credit - net					1,313,825			(210,540	)
	Proceeds from long-term debt					4,001,735			3,286,003
	Principal payments on long-term debt					(7,413,199	)		(8,704,637	)
				Net cash used in financing activities		(2,095,490	)		(5,671,428	)
NET DECREASE IN CASH AND CASH EQUIVALENTS						(54,227	)		(1,827,116	)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD						292,514			2,221,455
BALANCE AT END OF PERIOD					$	238,287		$	394,339
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
	Cash paid during the period for :
	Income taxes, net of refunds				$	1,850,715		$	139,937
	Interest				$	592,183		$	911,925
SUPPLEMENTAL NONCASH INVESTING AND FINANCING ACTIVITIES:
	Net investment in sales-type leases				$	(3,889,924	)	$	(842,829	)
	Dealer financed purchases of revenue equipment				$	—		$	3,818,973

See notes to unaudited consolidated financial statements.

6

BOYD BROS. TRANSPORTATION INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

1.     Basis of Presentation

The accompanying consolidated financial statements have been prepared in compliance with Form 10-Q instructions and, thus, do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, the statements reflect all adjustments, including those of normal recurring nature, necessary to present fairly the results of the reported interim periods. Interim results are not necessarily indicative of results for a full year. The statements should be read in conjunction with the summary of accounting policies and notes to financial statements included in the Company’s latest annual report on Form 10-K.

2.     Principles of Consolidation

The consolidated financial statements include the accounts of Boyd Bros. Transportation Inc. and its wholly owned subsidiary, WTI Transport, Inc. (“WTI”). The Boyd division (“Boyd”) also operates a logistics division (“Logistics”) that provides logistical support to the Company, and brokers freight by identifying external shipping needs and matching available carrier resources to those needs. Boyd, Logistics, and WTI are referred to herein collectively as the “Company”. All significant intercompany balances, transactions and stockholdings have been eliminated. Certain reclassifications have been made to prior periods to conform to the current period presented.

3.     Environmental Matters

The Company’s operations are subject to certain federal, state, and local laws and regulations concerning the environment. Certain of the Company’s facilities are located in historically industrial areas, and, therefore, there is the possibility of environmental liability as a result of operations by prior owners, as well as the Company’s use of fuels and underground storage tanks at its regional service centers.

4.     Stockholders’ Equity

Earnings Per Share

The following is a reconciliation from basic earnings per share to diluted earnings per share for each of the periods presented:

		For the three months ended					For the six months ended
		June 30,					June 30,
{PRIVATE}			2003		2002			2003		2002
Numerator:
	Net income		$	645,291	$	607,350		$	649,477	$	319,249
Denominator:
	Basic weighted-average shares outstanding			2,710,673		2,708,105			2,710,669		2,708,967
	Effect of dilutive stock options			125,876		33,607			127,015		23,623
	Diluted weighted-average shares outstanding			2,836,549		2,741,712			2,837,684		2,732,590
	Basic earnings per share		$	0.24	$	0.22		$	0.24	$	0.12
	Diluted earnings per share		$	0.23	$	0.22		$	0.23	$	0.12

7

Stock Options

The Company adopted the disclosure provisions of Statement of Financial Accounting Standards (“SFAS” or “Statement”) No. 148, “Accounting for Stock-Based Compensation Transition and Disclosure”, which amends SFAS No. 123, “Accounting for Stock-Based Compensation.” SFAS No. 148 provides alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation, which was originally provided under SFAS No. 123. The Statement also improves the timeliness of disclosures by requiring the information be included in interim, as well as annual, financial statements. The adoption of these disclosure provisions did not have a material effect on the Company’s consolidated results of operations, financial position, or cash flows.

The Company has a stock option plan (the “Plan”) that provides for the granting of stock options to key employees, executive officers and directors. An aggregate of 500,000 shares of the Company’s common stock are reserved for this Plan. The options are exercisable in increments over a five-year period beginning on the first anniversary of the grant and will expire ten years after the date of the grant. No options were exercised in 2003 or 2002.

SFAS No. 123 encourages, but does not require, companies to record compensation cost for stock-based employee compensation plans at fair value. The Company has chosen to continue to account for stock-based compensation using the intrinsic value method prescribed in Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees”, and related Interpretations. Accordingly, compensation cost for stock options is measured as the excess, if any, of the quoted market price of the Company’s stock at the date of the grant over the amount an employee must pay to acquire the stock. The option price of all the Company’s stock options is equal to the market value of the stock at the grant date. As such, no compensation expense is recorded in the accompanying consolidated financial statements.

Had compensation cost been determined based upon the fair value at the grant date for awards under the Plan consistent with the methodology prescribed under SFAS No. 123, the Company’s pro forma net income and net income per share would have differed from the amounts reported as follows:

FOR THE QUARTERS ENDED JUNE 30,		2003			2002
Net income, as reported		$	645,291		$	607,350
Stock-based employee compensation expense determined under fair value basis, net of tax			(24,414	)		(47,832	)
Pro forma net income		$	620,877		$	559,518
Earnings per share:
	Basic -as reported	$	0.24		$	0.22
	Basic -pro forma	$	0.23		$	0.21
	Diluted -as reported	$	0.23		$	0.22
	Diluted -pro forma	$	0.22		$	0.20

FOR THE SIX MONTHS ENDED JUNE 30,		2003			2002
Net income, as reported		$	649,477		$	319,249
Stock-based employee compensation expense determined under fair value basis, net of tax			(54,110	)		(106,871	)
Pro forma net income		$	595,367		$	212,378
Earnings per share:
	Basic -as reported	$	0.24		$	0.12
	Basic -pro forma	$	0.22		$	0.08
	Diluted -as reported	$	0.23		$	0.12
	Diluted -pro forma	$	0.21		$	0.08

8

5.     Related Party Transactions

The Company entered into a consulting agreement with its Chairman Emeritus, Dempsey Boyd, effective January 1, 2002 through December 31, 2003. Mr. Boyd will be paid $145,000 annually under this consulting agreement. Mr. Boyd provides advice and expertise, and performs such duties and services from time to time, during the term of the agreement, as the Company shall reasonably request. The services provided include, without limitation, negotiating equipment and tire agreements, reviewing equipment requirements, researching and investigating equipment, advising the Company regarding certain ongoing litigation matters, and providing the Company with an experienced perspective on the trucking industry.

The Company entered into a lease agreement with Dempsey Boyd, effective September 1, 2002 through August 31, 2003, to lease an aircraft for Company use. The Company pays a monthly lease amount of $20,000 with an allowance of twenty hours of flight time per month. For any flight hours that exceed twenty per month, the Company pays an additional $1,000 per flight hour. On May 1, 2003, the Board of Directors approved a $100 per flight hour increase for flights on or after May 1, 2003. The Company has paid a total of $124,000 in lease payments to Mr. Boyd for the first half of 2003.

6.     Goodwill

In June 2001, the Financial Accounting Standards Board (the “FASB”) issued SFAS No. 141, “Business Combinations,” and SFAS No.142, “Goodwill and Other Intangible Assets.” SFAS No. 141 requires the use of the purchase method of accounting and prohibits the use of the pooling-of-interests method of accounting for business combinations initiated after June 30, 2001. SFAS No.142 requires, among other things, that companies no longer amortize goodwill, but instead test goodwill for impairment at least annually.

The Company adopted SFAS Nos. 141 and 142 on January 1, 2002 and, accordingly, ceased amortization of goodwill at that time. As of June 30, 2002, the Company completed the first phase of transitional testing for the potential impairment of goodwill relating to its WTI subsidiary. As a result of such testing, the Company determined there was no impairment. No events have occurred since the assessment date to cause a significant change in the values used for computation.

7.     Recent Accounting Pronouncements

In December 2002, the FASB issued SFAS No. 148, “Accounting for Stock-Based Compensation - Transition and Disclosure”. SFAS No. 148 amends Statement No. 123, “Accounting for Stock-Based Compensation” (“SFAS No. 123”), to provide alternative methods for voluntary transition to SFAS No. 123’s fair value method of accounting for stock-based employee compensation (“the fair value method”). SFAS No. 148 also requires disclosure of the effects of an entity’s accounting policy with respect to stock-based employee compensation on reported net income (loss) and earnings (loss) per share in annual and interim financial statements. The transition provisions of SFAS No. 148 are effective in fiscal years beginning after December 15, 2002. The Company expects that the transition provisions of SFAS No. 148 will not have a material adverse impact on the Company’s consolidated financial position and results of operations upon adoption since the Company has not adopted the fair value method. The Company adopted the required disclosure provisions of SFAS No. 148. See Note 4 to the Consolidated Financial Statements, herein.

In November 2002, the FASB issued FASB Interpretation No. 45 (“FIN 45”), “Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees and Indebtedness of Others.” FIN 45 elaborates on the disclosures to be made by the guarantor in its interim and annual financial statements about its obligations under certain guarantees that it has issued. It also requires that a guarantor recognize, at the inception of a guarantee, a liability for the fair value of the obligation undertaken in issuing the guarantee. The initial recognition and measurement provisions of this interpretation are applicable on a prospective basis to guarantees issued or modified after December 31, 2002, while the provisions of the disclosure requirements are effective for financial statements of interim or annual reports ending after December 15, 2002. The Company adopted the disclosure provisions of FIN 45 during the fourth quarter of fiscal 2002 and such adoption did not have a material impact on the Company’s consolidated financial statements. The Company did not issue or modify any guarantees during the first half of 2003.

9

In January 2003, the FASB issued FASB Interpretation No. 46 (“FIN 46”), “Consolidation of Variable Interest Entities.” In general, a variable interest entity is a corporation, partnership, trust, or any other legal structure used for business purposes that either (a) does not have equity investors with voting rights or (b) has equity investors that do not provide sufficient financial resources for the entity to support its activities. FIN 46 requires certain variable interest entities to be consolidated by the primary beneficiary of the entity if the investors do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. The consolidation requirements of FIN 46 apply immediately to variable interest entities created after January 31, 2003. The consolidation requirements apply to older entities in the first fiscal year or interim period beginning after June 15, 2003. Certain of the disclosure requirements apply in all financial statements issued after January 31, 2003, regardless of when the variable interest entity was established. The Company currently has identified no variable interest entities, thus the adoption of the provisions of FIN 46 did not have a material impact on the Company’s consolidated results of operations or financial position.

In April 2003, the FASB issued Statement of Financial Accounting Standards No. 149, “Amendment of Statement 133 on Derivative Instruments and Hedging Activities” (“SFAS No. 149”). SFAS No. 149 amends and clarifies accounting for derivative instruments and improves financial reporting by requiring that contracts with comparable characteristics be accounted for similarly. The amendments to SFAS No. 133 fall principally into three categories: amendments related to SFAS No. 133 implementation issues that were previously cleared by the FASB, amendments clarifying the definition of a derivative, and amendments relating to the definition of expected cash flows in FASB Concepts Statement No. 7, “Using Cash Flow Information and Present Value in Accounting Measurements.” SFAS No. 149 is effective for contracts entered into or modified after June 30, 2003. The implementation of SFAS No. 149 is not expected to have a material impact on the Company’s consolidated financial statements, as the Company does not currently use any derivative type instruments.

In May 2003, the FASB issued Statement of Financial Accounting Standards No. 150, “Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity” (“SFAS No. 150”). SFAS No. 150 establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity. It requires that an issuer classify a financial instrument that is within its scope as a liability (or an asset in some circumstances). Many of those instruments previously were classified in financial statements as equity. SFAS No. 150 is effective for financial instruments entered into or modified after May 31, 2003, and otherwise is effective at the beginning of the first interim period beginning after June 15, 2003. The Company does not believe the adoption of SFAS No. 150 will have a material impact on its consolidated financial statements.

There were no other recently issued accounting pronouncements with delayed effective dates that would currently have a material impact on the Company’s consolidated financial position and results of operations.

8.     Segment Information

The Company has three reportable segments: the Boyd division (“Boyd”), the Logistics division (“Logistics”), and the WTI division (“WTI”). Boyd is a flatbed carrier that hauls primarily steel and building products throughout most of the continental United States, and operated an average of 687 trucks during the first six months of 2003. Boyd averaged 511 company drivers and 176 owner-operators during the first six months of 2003. Logistics brokers freight by identifying external shipping needs and matching available external carrier resources to those needs. This division requires minimal overhead and capital resources and provides a service through logistically coordinating needs for carriers to available carriers and scheduling the service to be provided. All carriers brokered through Logistics are responsible for maintaining proper insurance coverage and are required to provide proof of such coverage prior to brokerage of a load. WTI is a flatbed carrier that hauls steel and roofing products, primarily in the eastern two-thirds of the United States, and operated an average of 214 trucks during the first six months of 2003. WTI averaged 34 company drivers and 180 owner-operators during the first six months of 2003. Due to the significant growth of Logistics, and the operating characteristics that differentiate it from the Boyd and WTI divisions, management now views Logistics as a separate reportable segment. Unaudited segment reporting information for the periods ended June 30, 2003 and 2002 is as follows:

10

Results of Operations

     Three Months Ended June 30, 2003

	Boyd			Logistics			WTI			Total
Operating revenues	$	25,359,773		$	2,421,732		$	6,586,625		$	34,368,130
Operating expenses		24,297,315			2,352,159			6,304,630			32,954,104
Operating income		1,062,458			69,573			281,995			1,414,026
Operating ratio		95.8	%		97.1	%		95.7	%		95.9	%

     Three Months Ended June 30, 2002

	Boyd			Logistics			WTI			Total
Operating revenues	$	25,673,673		$	1,767,647		$	5,527,792		$	32,969,112
Operating expenses		24,463,096			1,633,953			5,341,961			31,439,010
Operating income		1,210,577			133,694			185,831			1,530,102
Operating ratio		95.3	%		92.4	%		96.6	%		95.4	%

     Six Months Ended June 30, 2003

	Boyd			Logistics			WTI			Total
Operating revenues	$	49,671,432		$	5,160,632		$	12,113,544		$	66,945,608
Operating expenses		48,306,799			4,945,506			11,941,286			65,193,591
Operating income		1,364,633			215,126			172,258			1,752,017
Operating ratio		97.3	%		95.8	%		98.6	%		97.4	%

     Six Months Ended June 30, 2002

	Boyd			Logistics			WTI			Total
Operating revenue	$	49,881,738		$	3,378,105		$	10,329,586		$	63,589,429
Operating expenses		48,954,599			3,173,530			9,985,851			62,113,980
Operating income		927,139			204,575			343,735			1,475,449
Operating ratio		98.1	%		93.9	%		96.7	%		97.7	%

Identifiable Assets

     As of June 30, 2003

	Boyd		Logistics			WTI			Total
Cash and cash equivalents	$	1,229,438	$	(873,250	)	$	(117,901	)	$	238,287
Property and equipment, net		48,166,324		—			4,449,349			52,615,673
Long-term debt (excluding current maturities)		14,385,803		—			1,192,287			15,578,090

     As of December 31, 2002

	Boyd		Logistics			WTI		Total
Cash and cash equivalents	$	296,630	$	(199,473	)	$	195,357	$	292,514
Property and equipment, net		50,272,130		—			4,452,362		54,724,492
Long-term debt (excluding current maturities)		17,745,849		—			1,390,021		19,135,870

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9.     Subsequent Event

The Company was involved in an accident on July 5, 2003, which resulted in one fatality and injuries to three other third parties. No lawsuit has been filed to date with respect to this accident; however, attorneys have been retained by those involved. The Company’s self-insured amount for this accident is $750,000, with the Company also responsible for its shared amount of 33% up to the $2 million insurance coverage and all amounts in excess of the insured amount. This accident has the potential to cause the Company to reach its total per occurrence retention amount for insurance purposes. If the Company is ultimately found to have some liability for this accident, the Company believes that its operating cash flows and, if needed, additional bank financing would be sufficient to cover any amounts payable. However, there can be no assurance that the Company’s operations and financial condition would not be adversely affected if the Company is found to have liability.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with the attached interim consolidated financial statements and with the Company’s 2002 Annual Report to Stockholders, which included audited financial statements and notes thereto for the fiscal year ended December 31, 2002, as well as Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Overview

The Company, headquartered in Clayton, Alabama, is a flatbed truckload carrier that has three reportable segments: Boyd, Logistics, and WTI. Boyd operates throughout most of the continental United States, hauling primarily steel and building products. Logistics provides logistical support to the Company and brokers freight by identifying external shipping needs and matching available external carrier resources to those needs. WTI hauls steel and roofing products, primarily in the eastern two-thirds of the United States. The Company typically serves high-volume, time-sensitive shippers that demand time definite delivery.

Historically, the Company has owned its revenue equipment and operated through employee-operators. The Company’s expansion in the past, therefore, required significant capital expenditures that have been funded through secured borrowings. In the last six years, the Company began adding owner-operators to its fleet as a strategy to expand its potential for growth without the concomitant increase in capital expenditures typically related to owned equipment. The Company accelerated the implementation of this strategy in December 1997 with the acquisition of WTI, which specializes in short-haul routes using a largely owner-operator fleet.

The Company continues to focus on marketing efforts and is broadening its customer base outside of the steel and building products industries, as well as stressing best-in-business service to its customers. The Company remains committed to its emphasis on safety while working to reduce insurance claims and costs. See “Factors That May Affect Future Results”, below.

Critical Accounting Policies

The methods, estimates and judgments the Company’s management uses in applying accounting policies may have a significant effect on the results the Company reports in its financial statements. The estimates and judgments in applying those accounting policies which may have the most significant effect on the Company’s financial statements and operating results include: estimates of useful lives and salvage values for the depreciation of tractors and trailers; estimates of accrued liabilities for insurance claims for liability and both physical and property damage and workers’ compensation; allowance for doubtful accounts for tractors leased to owner-operators; determinations of impairment of long-lived assets; allowance for doubtful accounts receivable; and evaluation of impairment of goodwill. Please refer to “Management’s Discussion and Analysis of Financial Condition – Critical Accounting Policies” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2002, for a more complete description of the Company’s critical accounting policies.

Quarterly Review:

The following tables set forth, by segment, the percentage relationship of expense items to operating revenues and certain other operating statistics for the periods indicated:

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		Company						Boyd						Logistics						WTI
		Quarter Ended June 30,
		2003			2002			2003			2002			2003			2002			2003			2002
Operating revenues			100.0	%		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%
Operating expenses
	Salaries, wages, and employee benefits		28.5			28.2			34.4			33.0			8.9			8.6			12.8			12.4
	Cost of independent contractors		31.8			30.5			19.0			20.2			83.3			80.4			62.1			62.4
	Fuel		12.2			11.6			15.3			13.8			0.4			0.0			4.4			4.9
	Operating supplies		7.8			8.1			9.3			9.3			1.9			2.4			4.4			4.4
	Operating taxes and licenses		1.9			2.0			2.1			2.2			0.0			0.0			1.8			1.9
	Insurance and claims		3.2			3.8			3.8			4.2			0.2			0.0			2.3			3.0
	Communications and utilities		1.0			1.0			1.1			1.1			1.4			0.6			0.6			0.6
	Depreciation and amortization		8.6			9.0			10.7			10.7			0.3			0.1			3.4			4.2
	Gain on disposition of property and equipment, net		(0.6	)		(0.2	)		(0.8	)		(0.2	)		(0.0	)		(0.0	)		0.1			0.1
	Other		1.5			1.4			0.9			1.0			0.7			0.3			3.8			2.7
Total operating expenses			95.9			95.4			95.8			95.3			97.1			92.4			95.7			96.6
Operating income			4.1			4.6			4.2			4.7			2.9			7.6			4.3			3.4
Interest expense, net			(0.9	)		(1.5	)		(1.3	)		(1.8	)		(0.0	)		0.0			0.2			(1.0	)
Income before income taxes			3.2			3.1			2.9			2.9			2.9			7.6			4.5			2.4
	Income taxes		1.3			1.3			1.3			1.4			0.0			0.0			1.9			1.1
Net income			1.9	%		1.8	%		1.6	%		1.5	%		2.9	%		7.6	%		2.6	%		1.3	%

	Company						Boyd							WTI
	Average Counts For the Three Months ended June 30,
	2003			2002				2003			2002			2003			2002
Company operated tractors		552			593				518			558			34			35
Owner-operated tractors		357			377				176			195			181			182
Total tractors		909			970				694			753			215			217
Company operated tractor %		61	%		61	%			75	%		74	%		16	%		16	%
Owner-operated tractor %		39	%		39	%			25	%		26	%		84	%		84	%
Total %		100	%		100	%			100	%		100	%		100	%		100	%

Quarterly Results of Operations

The Company’s total operating revenues increased $1,399,018 or 4.2% to $34,368,130 for the quarter ended June 30, 2003, compared with $32,969,112 for the same period in 2002. The change in revenue reflected a decrease of $313,900 or 1.2% in the Boyd division, an increase of $654,085 or 37.0% in the Logistics division, and an increase of $1,058,833 or 19.2% in the WTI division. These changes are reflective of diversification outside of the steel and building materials industries and are also reflective of an increase in revenue resulting from the growth of the Logistics division and its brokerage of freight onto outside carriers. The significant increase in the WTI division was also a result of an increase in the total number of loads hauled, from 8,995 from the second quarter of 2002, to 9,977 for the second quarter of 2003, an increase of 10.9%. This increase was primarily attributable to increased utilization within the organization. Productivity and efficiency initiatives allowed WTI to better utilize its workforce. Included in revenues are fuel surcharges in the amount of $1,023,291 and $258,639 for the quarters ended June 30, 2003 and 2002, respectively. Average revenue per total mile for the second quarter of 2003 was $1.34 while average revenue per total mile was $1.26 for the same period in 2002. Fuel costs increased significantly during the first half of 2003 due to growing anxieties about war in Iraq. However, the industry is showing improvement as fuel costs decline as hostilities lessen in the region. Though fuel costs remain high, current levels are similar to those experienced in the second half of 2002. So, barring further volatility or price spikes, the impact of high fuel costs should have less influence on earnings comparisons going forward.

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Total operating expenses increased $1,515,094, or 4.8%, to $32,954,104 for the second quarter of 2003, compared to $31,439,010 for the same period last year. As a percentage of revenues, total operating expenses increased only slightly from 95.4% in 2002 to 95.9% in 2003. Of this net increase, a decrease of $165,781 was attributable to the Boyd division. The Logistics division accounted for an increase of $718,206, and the WTI division accounted for $962,669 of the net increase. These increases are directly proportional to the increases in operating revenues.

Owner-operators are responsible for payment of the expenses they incur including fuel, operating supplies, and taxes and licenses, while the Company incurs these expenses related to Company drivers. Consequently, the amount paid per mile (shown as salaries and wages for Company drivers and within cost of independent contractors for owner-operators) for owner-operators is greater than that of Company drivers.

As a percentage of revenues, salaries, wages, & employee benefits increased 0.3% during the second quarter of 2003 compared to the same period in 2002. Of this increase, 68% was attributable to the Boyd division. Company drivers at the Boyd division accounted for 73% of total miles driven during the second quarter of 2003, compared to 71% in the same period in 2002. Additionally, at the WTI division, Company drivers accounted for 1% more of total miles driven during the second quarter of 2003 than in the same period of 2002.

Included in cost of independent contractors are costs for which owner-operators are responsible, costs incurred/earned by the Company related to the lease purchase of tractors to owner-operators, and costs related to the Logistics division. Cost of independent contractors for the Company increased $882,075, or 8.8%, for the quarter ended June 30, 2003 compared to the same period last year. The Boyd division accounted for a decrease of $359,874 in the net cost. This decrease for the Boyd division resulted from a decrease of $749,687 in total owner-operator payroll and a net increase of $389,813 in the costs associated with the lease purchase program. The reduction in owner-operator payroll was due to a 2% decrease in total miles driven by owner-operators for the second quarter of 2003 compared to 2002. As an enticement for drivers to enter into and remain in leases, the Boyd division began decreasing monthly lease payments on new lease agreements entered into by owner-operators beginning in September of 2002. Beginning in September, payments were reduced by $25 to $30 per month until December, at which time they were reduced again by another $15 to $30 per month. Additionally, during the fourth quarter of 2002, the Boyd division increased the amount reserved for bad debt on each lease receivable related to the lease purchase program due to the uncertainty of owner-operator retention resulting from uncertainty of fuel prices. Due to the reductions in payments and increases in reserves for bad debt there was a net increase in costs associated with the lease purchase program at the Boyd division. The Logistics division accounted for $595,520 of the increase in cost of independent contractors. The most significant costs associated with operating the Logistics division are included in this account. These costs include expenses related to payment of the outside carriers contracted to haul brokered loads. The Logistics division requires minimal overhead and capital resources and provides a service through logistically coordinating needs for carriers to available carriers and scheduling the service to be provided. All carriers brokered through Logistics are responsible for maintaining proper insurance coverage and are required to provide proof of such coverage prior to brokerage of a load. The WTI division accounted for $646,429 of the increase in cost of independent contractors. As a percentage of revenue, the net cost of independent contractors at the WTI division decreased 0.4% over last year. Thus, the increase of costs contributed by WTI was a direct result of the WTI contribution of increased revenue of 19.2%, as discussed above.

Fuel expense, also associated with Company drivers and included in the line item “operating supplies” in the consolidated statements of income, increased $366,556, or 9.6%, from 2002. This sharp increase was a result of the tensions in the Middle East, as well as reduced fuel supplies from Venezuela. Fuel prices began rising in the fourth quarter of 2002 and continued to rise during the first quarter of 2003. Average fuel prices began to decline during March 2003. Average fuel cost per gallon during the second quarter of 2003 increased approximately $0.15 per gallon over prices in the second quarter of 2002. The Company generally has been able to partially offset significant increases in fuel costs through increased freight rates and through a fuel surcharge which increases incrementally as the price of fuel increases. The increases in freight rates and fuel surcharges are included in revenues, as discussed above.

Interest expense decreased $227,629, or 44.5%, in the second quarter of 2003 compared to the same period in 2002. Most of the Company’s revenue equipment financing is associated with the Boyd division because of its larger company-owned fleet, thus most of the decline in interest expense for the first six months of 2003 related to the Boyd division and reflected both lower debt levels and a lower LIBOR rate on borrowed funds.

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Income tax expense for the three-month period ended June 30, 2003 was $460,130 resulting in an effective tax rate of 41.6%. This rate is greater than the Federal statutory rate primarily due to the effect of state taxes and the permanent non-deductibility of certain expenses for tax purposes.

Year-to-date Review:

		Company						Boyd						Logistics						WTI
		Six Months Ended June 30,
		2003			2002			2003			2002			2003			2002			2003			2002
Operating revenues			100.0	%		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%
Operating expenses Salaries, wages, and employee benefits			28.5			29.3			34.4			34.1			8.1			8.5			12.9			13.2
	Cost of independent contractors		32.1			29.9			19.6			19.9			82.2			82.2			61.9			61.2
	Fuel		13.1			11.3			16.5			13.5			0.3			0.0			4.8			4.5
	Operating supplies		7.5			8.3			8.8			9.4			2.2			2.3			4.4			4.8
	Operating taxes and licenses		1.9			2.1			2.1			2.3			0.0			0.0			1.7			1.8
	Insurance and claims		3.7			5.3			3.9			6.2			0.0			0.0			4.3			3.5
	Communications and utilities		1.0			1.0			1.1			1.1			1.3			0.7			0.7			0.7
	Depreciation and amortization		8.4			9.3			10.3			10.8			0.3			0.1			3.8			4.4
	Gain on disposition of property and equipment, net		(0.3	)		(0.1	)		(0.4	)		(0.2	)		0.0			0.0			0.0			0.0
	Other		1.5			1.1			1.0			1.0			1.4			0.1			4.1			2.6
Total operating expenses			97.4			97.7			97.3			98.1			95.8			93.9			98.6			96.7
Operating income			2.6			2.3			2.7			1.9			4.2			6.1			1.4			3.3
Interest expense, net			(1.0	)		(1.4	)		(1.1	)		(1.6	)		0.0			0.0			0.3			(0.8	)
Other income			—			—			(0.3	)		—			0.0			0.0			—			—
Income before income taxes			1.6			0.9			1.3			0.3			4.2			6.1			1.7			2.5
	Income taxes		0.6			0.4			0.7			0.3			0.0			0.0			0.8			1.2
Net income			1.0	%		0.5	%		0.6	%		0.0	%		4.2	%		6.1			0.9	%		1.3	%

	Company						Boyd						WTI
	Average Counts For the Six Months Ended June 30,
	2003			2002			2003			2002			2003			2002
Company operated tractors		545			583			511			548			34			35
Owner-operated tractors		356			378			176			196			180			182
Total tractors		901			961			687			744			214			217
Company operated tractor %		60	%		61	%		74	%		74	%		16	%		16	%
Owner-operated tractor %		40	%		39	%		26	%		26	%		84	%		84	%
Total %		100	%		100	%		100	%		100	%		100	%		100	%

Year-to-date Results of Operations

The Company’s total operating revenues increased $3,356,179 or 5.3% to $66,945,608 for the six months ended June 30, 2003, compared with $63,589,429 for the same period in 2002. The change in revenue reflected a decrease of $210,306 or 0.4% in the Boyd division, an increase of $1,782,527 or 52.8% in the Logistics division, and an increase of $1,783,958 or 17.3% in the WTI division. These changes are reflective of diversification outside of the steel and building materials industries and are also reflective of an increase in revenue resulting from the growth of the Logistics division and its brokerage of freight onto outside carriers. The significant increase in the WTI division was also a result of an increase in the total number of loads hauled, from 17,471 for the first six months of 2002, to 18,967 for the first six months of 2003, an increase of 8.6%. This increase was primarily attributable to increased

16

utilization within the organization. Productivity and efficiency initiatives allowed WTI to better utilize its workforce. Included in revenues are fuel surcharges in the amount of $2,014,855 and $285,988 for the first half of June 30, 2003 and 2002, respectively. Average revenue per total mile for the six months ended June 30, 2003 was $1.33 while average revenue per total mile was $1.24 for the same period in 2002. As previously mentioned, fuel costs increased significantly during the first half of 2003 due to growing anxieties about war in the Middle East. However, the industry is showing improvement as fuel costs decline as hostilities lessen in the region. Though fuel costs remain high, current levels are similar to those experienced in the second half of 2002. So, barring further volatility or price spikes, the impact of high fuel costs should have less influence on earnings comparisons going forward.

Total operating expenses increased $3,079,611, or 5.0%, to $65,193,591 for the six months ended June 30, 2003, compared to $62,113,980 for the first six months of 2002. As a percentage of revenue, total operating expenses decreased from 97.7% in 2002 to 97.4% in 2003. Thus, the increase in expenses is directly proportional to the increase in revenue. The change in the Company’s operating expenses reflected primarily lower expenses for insurance and claims and depreciation and amortization, which were more than offset by higher salaries, wages, and employee benefits, net cost of independent contractors and higher fuel costs, included in the line item “operating supplies” in the consolidated statements of income.

As a percentage of revenue, salaries, wages, and employee benefits, insurance and claims, and depreciation and amortization expenses decreased for the Company. These decreases were more than offset by increases, as a percentage of revenue, of net cost of independent contractors and fuel expense, shown in operating expenses.

As a percentage of revenue, salaries, wages, and employee benefits decreased 0.8%. As previously discussed, increased utilization has improved revenue per mile rates. Empty mile percentages have decreased approximately 0.4% from 2002. This improved utilization improves costs as a percentage of revenue.

As a percentage of revenue, for the first six months of 2003, insurance and claims decreased by 1.6% from the first six months of 2002. During the first half of 2002, the Company’s self-insured retention level was $500,000, but during the first half of 2003, the retention level was $750,000 causing insurance premiums to be lower. Additionally, the Company was involved in two accidents resulting in third party fatalities during the first half of 2002 for which the Company accrued higher claims expenses than for accidents during the first half of 2003.

Depreciation and amortization decreased $293,206, or 5.0%, during the first six months of 2003 to $5,592,631 from $5,885,837 during the same period of 2002. The decrease in depreciation and amortization was primarily due to a decrease in the average number of tractors in the Company fleet.

Included in cost of independent contractors are costs for which owner-operators are responsible, costs incurred/earned by the Company related to the lease purchase of tractors to owner-operators, and costs related to the Logistics division. Cost of independent contractors for the Company increased $2,448,464, or 12.9%, for the six months ended June 30, 2003 compared to the same period last year. As a percentage of revenue, these costs increased 2.2% from 29.9% for the first half of 2002 to 32.1% for the first half of 2003. The Boyd division accounted for a decrease of $495,040 in the net cost. This decrease for the Boyd division resulted from a decrease of $1,121,589 in total owner-operator payroll and a net increase of $626,549 in the costs associated with the lease purchase program. The reduction in owner-operator payroll was due to a 2% decrease in total miles driven by owner-operators for the first half of 2003 compared to 2002. As an enticement for drivers to enter into and remain in leases, the Boyd division began decreasing monthly lease payments on new lease agreements entered into by owner-operators beginning in September of 2002. Beginning in September, payments were reduced by $25 to $30 per month until December, at which time, they were reduced again by another $15 to $30 per month. Additionally, during the fourth quarter of 2002, the Boyd division increased the amount reserved for bad debt on each lease receivable related to the lease purchase program due to the uncertainty of owner-operator retention resulting from uncertainty of fuel prices. Due to the reduction in monthly lease payments and increases in reserves for bad debt, there was a net increase in costs associated with the lease purchase program at the Boyd division. The Logistics division accounted for $1,771,976 of the increase in cost of independent contractors. The most significant costs associated with operating the Logistics division are included in this account. These costs include expenses related to payment of the outside carriers contracted to haul brokered loads. The 55.8% increase in Logistics operating expenses for the first six months of 2003 is consistent with its

17

52.8% increase in revenues. All carriers brokered through Logistics are responsible for maintaining proper insurance coverage and are required to provide proof of such coverage prior to brokerage of a load. The WTI division accounted for $1,171,528 of the increase in cost of independent contractors. The increase of costs contributed by WTI was a direct result of the WTI contribution of increased revenue of 17.3%, as discussed above.

Fuel expense, also associated with Company drivers and included in the line item “operating supplies” in the consolidated statement of income, increased $1,590,404, or 22.1%, from 2002. This sharp increase was a result of the tensions in the Middle East, as well as reduced fuel supplies from Venezuela. Fuel prices began rising in the fourth quarter of 2002 and continued to rise during the first quarter of 2003. Average fuel prices began to decline during March 2003. Average fuel cost per gallon during the first half of 2003 increased approximately $0.30 per gallon over prices in the same period of 2002. The Company generally has been able to partially offset significant increases in fuel costs through increased freight rates and through a fuel surcharge which increases incrementally as the price of fuel increases. The increases in freight rates and fuel surcharges are included in revenues, as discussed above.

Interest expense for the first six months of 2003 decreased by $319,742, or 35.1%, to $592,183 from $911,925 in the first six months of 2002. As a percentage of operating revenues, interest expense declined to 1.0% from 1.4%. Most of the Company’s revenue equipment financing is associated with the Boyd division because of its larger company-owned fleet, thus most of the decline in interest expense for the first six months of 2003 related to the Boyd division and reflected both lower debt levels and a lower LIBOR rate on borrowed funds.

Income tax expense for the six-month period ended June 30, 2003 was $462,795 and the effective tax rate was 41.6%. This rate is greater than the federal statutory rate because of the effect of state taxes and the permanent non-deductibility of certain expenses for tax purposes.

Liquidity and Capital Resources

The Company’s primary cash requirements are for capital expenditures and operating expenses, including labor costs, fuel costs and operating supplies, and the payment of current debt maturities. Historically, the Company’s primary sources of cash have been continuing operations, bank borrowings and, in the last two years, dealer financings.

Cash Flows from Operating Activities

Cash flow from operations provided $5.4 million for the first six months of 2003 and $6.7 million for the first six months of 2002. Net income adjusted for non-cash income and expense items provided cash of $5.8 million and $5.6 million for the first six months of 2003 and 2002, respectively. Non-cash income and expense items include depreciation and amortization, provisions for bad debt losses, gains on disposals of property and equipment, income related to owner-operator sales-type leases, and deferred income taxes. Working capital items used cash of $0.4 million in the first half of 2003 and provided $1.1 million in the first half of 2002. The cash flow from operations enabled the Company to repay current maturities of debt and make capital expenditures as discussed below.

The increase in net income adjusted for non-cash items from 2002 to 2003 of $0.2 million was due primarily to increased net income during 2003 and reduced gains on sales of assets related to lease purchases, shown as a deduction from income in the net effect of sales-type leases. Reduced gains were due to the reduced number of owner-operators in 2003 and the Company’s reduction of sales prices of lease purchased vehicles to owner-operators as an incentive to attract and retain drivers. These increases were offset by decreases in depreciation expense and an increase in deferred tax benefits. The decrease in depreciation during 2003 was due to the decrease in the total number of tractors in the Company fleet.

The decrease in working capital items used in cash flows of $1.5 million in the first six months of 2003 was a result of increases in prepaid expenses and inventories of $0.7 million, and decreases in income taxes payable of $0.9 million. The Company lengthened its payment cycle for accounts payable, which increased trade and interline payables in the amount of $2.1 million since December 31, 2002, which directly offset an increase in accounts receivable of $2.1 million during the same period.

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Cash Flows from Investing Activities

The growth of the Company’s business and maintenance of its modern fleet has required significant investments in new tractors and trailers, which has been financed largely through long-term debt. Historically, the Company financed its major capital equipment purchases consisting primarily of revenue equipment and, to a lesser extent, construction of terminals, through bank financings. Dealer financed purchases in the first six months of 2002 amounted to $3.8 million, while no dealer-financed purchases were made during the first six months of 2003.

The Company invested $4.7 million and $4.4 million for revenue equipment and other property and equipment during the first six months of 2003 and 2002, respectively. The proceeds from property dispositions exclude revenue equipment traded on new equipment.

Cash Flows from Financing Activities

During the first six months of 2003, the Company paid $7.4 million towards the reduction of its long-term debt. At June 30, 2003, the Company had debt (including current maturities) of $30.2 million. In the first six months of 2003 and 2002, new debt of approximately $4.0 and $3.3 million, respectively, was incurred to purchase revenue equipment. During the first six months of 2002, $3.8 million of revenue equipment was acquired by the Company through dealer financing, while no dealer-financed purchases were made during the first six months of 2003. These financing activities supported the Company’s investing activities.

As of June 30, 2003, the Company was in compliance with all financial covenant ratio requirements imposed by its major lenders.

The Company drew approximately $1.3 million, net, from its line of credit during the first quarter of 2003. Proceeds were used primarily to reduce accrued liabilities, including income taxes.

The Company anticipates generating sufficient cash flow from operations in 2003 to cover planned capital expenditures and servicing current maturities of long-term debt. As of June 30, 2003, the Company had purchased 32 new tractors, trading nine, and selling 17. Additionally, the Company had purchased 75 new trailers, trading 75 trailers in on the purchases. The Company anticipates purchasing an additional 60 new tractors and trading or selling 56 used tractors during the remainder of 2003. Historically, the Company has relied on cash generated from operations to fund its working capital requirements. Over the long term, the Company will continue to have significant capital needs that may require it to seek additional borrowings or equity capital. The availability of debt financing or equity capital will depend on prevailing market conditions, the market price of its common stock, and other factors over which the Company has no control, as well as the Company’s financial condition and results of operations.

Factors That May Affect Future Results

The Company’s future results may be affected by a number of factors over which the Company has little or no control. Fuel prices, insurance and claims costs, liability claims, interest rates, the availability of qualified drivers, fluctuations in the resale value of revenue equipment, economic and customer business cycles, and shipping demands are economic factors over which the Company has little or no control. Significant increases or rapid fluctuations in fuel prices, interest rates, insurance costs or liability claims, to the extent not offset by increases in freight rates, and the resale value of revenue equipment could result in Company losses. Weakness in the general economy, including a weakness in consumer demand for goods and services, could adversely affect customers and result in customers reducing their demand for transportation services, which, in turn, could adversely affect the Company’s growth and revenues. Weakness in customer demand for the Company’s services or in the general rate environment also may restrain the Company’s ability to increase rates or obtain fuel surcharges.

The following issues and uncertainties, along with the other issues and uncertainties discussed in this report and the Company’s 2002 Annual Report to Stockholders, should be considered in evaluating the Company’s outlook:

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Fuel Price Trend and Wage Increases

Many of the Company’s operating expenses, including fuel costs and fuel taxes, are sensitive to the effects of inflation, which could result in higher operating costs. Throughout the half quarter of 2003, the Company experienced fluctuations in fuel costs as a result of conditions in the petroleum industry and, most significantly, the war in the Middle East. The Company also has periodically experienced wage increases for drivers. Increases in fuel costs and driver compensation may affect operating income, unless the Company is able to pass those increased costs to customers through rate increases and fuel surcharges. The Company has initiated a program to obtain rate increases and fuel surcharges from customers in order to cover increased costs due to these increases in fuel prices, driver compensation, and other expenses and has been successful in implementing some fuel surcharges and certain rate increases. Competitive conditions in the transportation industry, including lower demand for transportation services, could limit the Company’s ability to obtain rate increases or fuel surcharges in the future. As of June 30, 2003, the Company had no derivative financial instruments to reduce its exposure to fuel price fluctuations.

Fuel shortages or increases in fuel taxes or fuel costs have adversely affected, and may in the future adversely affect, the financial condition and results of operations of the Company. Fuel prices have fluctuated greatly, and fuel taxes have generally increased in recent years. The Company has not experienced difficulty in maintaining necessary fuel supplies and, in the past, the Company generally has been able to partially offset significant increases in fuel costs and fuel taxes through increased freight rates and through a fuel surcharge which increases incrementally as the price of fuel increases. However, there can be no assurance that the Company will be able to recover any future increases in fuel costs and fuel taxes through increased rates. If fuel prices continue to increase or are sustained at these higher levels for an extended period of time, the higher fuel costs may have a materially adverse effect on the financial condition and business operations of the Company. Additionally, increased fuel costs may continue to have a materially adverse effect on the Company’s efforts to attract and retain owner-operators, expand its pool of available trucks, and diversify its operations.

Insurance and Liability Claims

The Company’s future insurance and claims expenses could exceed historical levels, which could have a material adverse effect on earnings. The Company self-insures for a portion of the claims exposure resulting from cargo loss, personal injury, and property damage, combined up to $750,000 per occurrence, effective July 1, 2002. In addition, costs above the $750,000 self-insured amount, up to the Company’s coverage amount of two million dollars, were shared by the Company at a rate of fifty percent for the period from July 1, 2002 to June 30, 2003. Beginning July 1, 2003, costs above the $750,000 amount to the two million dollar total coverage are shared by the Company at a rate of thirty-three percent. Costs and claims in excess of the Company’s coverage amount of two million dollars will be borne solely by the Company. Also, effective July 1, 2002, the workers’ compensation self-insurance level increased to a maximum of $500,000, and the health insurance self-insurance level is $175,000 per person per year. If the number or dollar amount of claims for which the Company is self-insured increases, operating results could be adversely affected.

The Company was involved in two accidents in the first quarter and two accidents in the third quarter of 2002 that resulted in third-party fatalities. The Company has also been involved in two accidents resulting in fatalities during the first half of 2003. During the first quarter of 2002, the self-insured amount for cargo loss, personal injury, and property damage combined was $500,000 per occurrence, which would be the amount applicable to the two accidents during the first quarter of 2002. The self-insured amount for the two accidents in the third quarter of 2002 and the accidents in 2003 was $750,000, with the Company also responsible for its shared amount of 50% of the $2 million insurance coverage and all amounts in excess of the insured amount. The Company was also involved in and accident on July 5, 2003, which resulted in a third party fatality and injuries to others involved. The self-insured amount relating to this accident is $750,000, with the Company also responsible for its shared amount of 33% of the $2 million insurance coverage and all amounts in excess of the insured amount. Each of these accidents, taken separately, has the potential to cause the Company to reach its total per occurrence retention amount for insurance purposes. To date, four lawsuits have been filed against the Company with respect to these accidents. If the Company is ultimately found to have some liability for one or more of these accidents, the Company believes that its operating cash flows and, if needed, additional bank financing would be sufficient to cover any amounts payable. However, there can be no assurance that the Company’s operations and financial condition would not be adversely affected if the Company is found to have liability for one or more of these accidents. If insurance expenses continue to increase, and the Company is unable to offset the increase with higher freight rates, the Company’s operations and financial condition could be adversely affected.

20

Revenue Equipment

The Company’s growth has been made possible through the addition of new revenue equipment. Difficulty in financing or obtaining new revenue equipment (for example, delivery delays from manufacturers or the unavailability of independent contractors) could have an adverse effect on the Company’s operations and financial condition.

In the past the Company has acquired new tractors and trailers at favorable prices and has entered into agreements with the manufacturers to repurchase the tractors from the Company at agreed prices. Current developments in the secondary tractor and trailer resale market have resulted in a large supply of used tractors and trailers in the market. This has depressed the market value of used equipment to levels significantly below the prices at which the manufacturers have agreed to repurchase the equipment. Accordingly, some manufacturers may refuse or be financially unable to keep their commitments to repurchase equipment according to their repurchase agreement terms.

Driver Recruitment and Retention

Professional, well-trained drivers are critical to the Company’s success, and all of the Company’s drivers must meet specific guidelines relating primarily to safety records, driving experiences and personal evaluations, including drug testing.

To maintain high equipment utilization, particularly during periods of growth, the Company strongly emphasizes continuous driver and owner-operator recruitment and training. Drivers are recruited at all of the Company’s regional terminal locations and primarily at the Company’s corporate headquarters. Boyd drivers attend orientation at the Birmingham terminal while WTI drivers attend orientation at the Tuscaloosa office.

The Company recognizes that its professional drivers are one of its most valuable assets. Drivers are trained in Company policies and operations, safety techniques and fuel-efficient operation of equipment. In addition, each driver must pass a rigorous road test prior to his or her assignment to a vehicle. The Company believes that experienced drivers have better safety records than new driver-school graduates, and management believes that their skills will help Boyd improve overall fleet efficiency as a result of higher utilization and historically lower maintenance costs on tractors operated by experienced drivers. As a result, beginning in February 2001, Boyd began hiring only experienced drivers and has discontinued hiring drivers directly from drivers’ schools. All drivers are required to participate in annual safety training and defensive driving courses for re-certification by the Company. The Company also recognizes that carefully selected owner-operators complement its Company-employed drivers.

Owner-operators are independent contractors who supply their own tractor and driver and are responsible for their operating expenses. Because owner-operators either provide their own tractors or lease-purchase tractors from the Company for which they make payments to the Company, less financial capital is required from the Company for growth. Also, owner-operators provide the Company with another source of drivers to support its growth. The Company intends to continue its emphasis on recruiting owner-operators, as well as Company drivers. However, it has been more difficult for the Company, and the industry as a whole, to recruit and retain owner-operators over the past year due to several factors including, but not limited to, higher fuel and insurance costs.

Competition for qualified drivers is intense. The short- to medium-haul truckload segment of the trucking industry, including the Company, experiences significant driver and owner-operator turnover, and the Company anticipates that the intense competition for qualified drivers in the trucking industry will continue.

Business Uncertainties

The Company has experienced significant growth in revenue since the initial public offering of the Company’s stock in May 1994. There can be no assurance that the Company’s business will continue to grow in a similar fashion in the future or that the Company can effectively adapt its management, administrative, and operational systems to respond to any future growth. Further, there can be no assurance that the Company’s operating margins will not be adversely affected by future changes in and expansion of the Company’s business or by changes in economic conditions.

21

Forward-looking Statements

With the exception of historical information, the matters discussed and statements made in this report constitute forward-looking statements and are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Specifically, this report contains forward-looking statements regarding the Company’s efforts to broaden its customer base; the Company’s emphasis on safety and efforts to reduce insurance and liability claims and costs; the Company’s belief that the availability of credit under its line of credit, together with internally generated cash, will be adequate to finance its operations through fiscal year 2003 and will also be adequate to cover any liability with respect to the accidents that occurred during 2002 and the first half of 2003; expectations regarding the freight business and the economy; expectations regarding fuel costs and availability; and results in future quarters and for the year. Whenever possible, the Company has identified these forward-looking statements (as defined in Section 21E of the Securities Exchange Act of 1934) by words such as “anticipates,” “may,” “believes,” “estimates,” “projects,” “expects,” “intends,” and words of similar import. Forward-looking statements contained in this report involve certain assumptions, risks and uncertainties that could cause actual results to differ materially from those included in or contemplated by the statements. In particular, there can be no assurance that the Company’s efforts to broaden its customer base will be successful; that the Company’s emphasis on safety and efforts to reduce insurance and liability claims and costs will be successful; that business conditions and the economy will improve, including the transportation and construction sectors in particular; that costs associated with increased insurance and claims costs, and liability claims for which the Company is self-insured will not have a material adverse affect on the Company; that the Company will be able to recruit and retain qualified drivers; that the Company will be able to control internal costs, particularly rising fuel costs that may or may not be passed on to the Company’s customers; that departures and defaults by owner-operators will not have a material adverse affect on the Company; or that the cost of complying with governmental regulations that are applicable to the Company will not have a material adverse affect on the Company. These assumptions, risks and uncertainties include, but are not limited to, those discussed or indicated in all documents filed by the Company with the Securities and Exchange Commission, including the Company’s Annual Report on Form 10-K for the year ended December 31, 2002. The Company expressly disclaims any obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Interest Rate Risk

The Company is exposed to interest rate risk due to its long-term debt, which at June 30, 2003 carried interest at rates ranging from 1.25% to 2.50% above the applicable bank’s LIBOR rate. Under the provisions of SFAS No. 107, “Disclosures about Fair Value of Financial Instruments”, the Company has estimated the fair value of its long-term debt approximates its carrying value, using a discounted cash flow analysis based on borrowing rates available to the Company. The effect of a hypothetical one percent increase in interest rates would decrease pre-tax income by approximately $168,000. Management believes that current working capital funds are sufficient to offset any adverse effects caused by changes in these interest rates.

Commodity Price Risk

The price and availability of diesel fuel are subject to fluctuations due to changes in the level of global oil production, seasonality, weather, and other market factors. The geopolitical situation in the Middle East caused oil prices to rise dramatically in the first quarter of 2003. Historically, the Company has been able to recover a majority of fuel price increases from customers in the form of fuel surcharges. The Company cannot predict the extent to which high fuel price levels will continue in the future or the extent to which fuel surcharges could be collected to offset such increases. As of June 30, 2003, the Company had no derivative financial instruments to reduce its exposure to fuel price fluctuations. The Company will consider possible opportunities to hedge fuel costs in the future.

22

Item 4. Controls and Procedures

(a)

Evaluation of Disclosure Controls and Procedures. Our Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-14(c) and 15d-14(c) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this quarterly report (the “Evaluation Date”). Based on such evaluation, such officers have concluded that, as of the Evaluation Date, our disclosure controls and procedures are effective in alerting them on a timely basis to material information relating to our Company (including our consolidated subsidiary) required to be included in our reports filed or submitted under the Exchange Act.

(b)

Changes in Internal Controls. During the period covered by this quarterly report, there have not been any changes in our internal controls that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

23

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

Reference is made to the legal proceedings previously reported in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2002, under the heading “Item 3 - Legal Proceedings.” The description of legal proceedings in the Company’s Form 10-K remains unchanged.

Item 2. Changes in Securities and Use of Proceeds.

Not applicable.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Submission of Matters to a Vote of Security Holders.

     The Annual Meeting of Stockholders of Boyd Bros. Transportation Inc. was held on May 13, 2003. At this meeting, the stockholders elected two directors to hold office for three-year terms expiring with the 2006 Annual Meeting of Stockholders. The following is a tabulation of voting on this matter.

Names	Votes For		Votes Withheld
J. Larry Baxter		2,433,152		565
Gail B. Cooper		2,423,517		10,200

     Each of Boyd Whigham, Richard C. Bailey, Stephen J. Silverman and J. Mark Dunning continued their service on the Board of Directors following the Annual Meeting.

Item 5. Other Information.

None.

Item 6. Exhibits and Reports on Form 8-K

(a) Exhibits

10.1	Security Agreement dated April 3, 2003 by and between the Company and PACCAR Financial.
10.2	Security Agreement dated April 22, 2003 by and between the Company and PACCAR Financial.
10.3	Security Agreement dated May 15, 2003 by and between the Company and PACCAR Financial.
10.4	Security Agreement dated May 23, 2003 by and between the Company and PACCAR Financial.
10.5	Promissory Note and Security Agreement dated July 1, 2003 by and between the Company and GE Capital.
31.1	Certification of principal executive officer pursuant to Exchange Act Rule 13a-14(a) or 15a-14(a).
31.2	Certification of principal financial officer pursuant to Exchange Act Rule 13a-14(a) or 15a-14(a).
32.1	Chief Executive Officer Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Chief Financial Officer Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

(b) Reports on Form 8-K

On May 6, 2003, the Company furnished on Form 8-K a copy of a press release announcing unaudited first quarter 2003 earnings.

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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 thereunto duly authorized.

	Boyd Bros. Transportation Inc. (Registrant)
Date:August 12, 2003	/s/ Richard C. Bailey
	Richard C. Bailey, Chief Financial Officer (Principal Accounting Officer)

25 EX-10.1 3 g84340exv10w1.txt EX-10.1 PACCAR FINANCIAL AGREEMENT 04/03/03 EXHIBIT 10.1 [PACCAR SECURITY AGREEMENT FINANCIAL LOGO] RETAIL INSTALLMENT CONTRACT - ------------------------------------------------------------------------------- SELLER BUYER NAME Kenworth of Dothan, Inc. NAME Boyd Bros. Transportation Inc. PLACE OF 461 Ross Clark Cir. STREET 825 West Leffels Lane BUSINESS Dothan, AL 36303- ADDRESS Springfield, OH 45506- MAILING 461 Ross Clark Cir. MAILING 825 West Leffels Lane ADDRESS Dothan, AL 36303- ADDRESS Springfield, OH 45506 Seller hereby sells, and Buyer (meaning all undersigned buyers, jointly and severally) hereby purchases, subject to the terms set forth below and on any attachments hereto, the following described vehicle (the "Vehicle"), delivery and acceptance of which in good order Buyer hereby acknowledges. Buyer hereby grants a security interest in the Vehicle and any additional collateral (collectively the "Collateral"), and any Additions and Accessions thereto (as defined below), to Seller and its assigns to secure prompt payment of the indebtedness herein and performance of Buyer's other obligations, including any additional indebtedness incurred as provided by this Contract and any extensions and renewals of the obligations and future advances and is subject to paragraph 16 "Cross Collateral" and the other provisions below. The security interest extends to the proceeds of the Collateral and the proceeds of any insurance policy. Buyer also acknowledges that Seller has offered to sell the Vehicle for the cash price indicated, but that the Buyer has chosen to purchase on the terms and conditions of this Contract. - ------------------------------------------------------------------------------- DESCRIPTION OF VEHICLE COLLATERAL (for security purposes only) - ------------------------------------------------------------------------------- [ILLEGIBLE] - ------------------------------------------------------------------------------- DETAIL SHOWN ON SECURITY AGREEMENT SCHEDULE E: EQUIPMENT LISTING - ------------------------------------------------------------------------------- Total: $917,031.25 - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- DESCRIPTION OF TRADE-IN EQUIPMENT - ------------------------------------------------------------------------------- [ILLEGIBLE] - ------------------------------------------------------------------------------- DETAIL SHOWN ON SECURITY AGREEMENT SCHEDULE E: EQUIPMENT LISTING - ------------------------------------------------------------------------------- Total: $0.00 $0.00 - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- ITEMIZATION OF AMOUNT FINANCED - ------------------------------------------------------------------------------- TOTAL CASH PRICE: Cash Price $917,031.25 Sales Tax $0.00 Title Fee $0.00 1. TOTAL CASH PRICE $917,031.25 DOWN PAYMENT: Net Trade-in $0.00 Cash $0.00 2. TOTAL DOWN PAYMENT $0.00 3. UNPAID CASH PRICE (1-2) $917,031.25 4. TOTAL AMOUNT OF INSURANCE PREMIUMS (4A+4B) FEES: $0.00 (Itemize) 5A. Official Fee(s) $0.00 5B. Document Preparation Fee $0.00 5. TOTAL FEES (5A+5B) $0.00 6. PRINCIPAL BALANCE (Basic Time Price (3+4+5) $917,031.25 7. FINANCE CHARGE - [Time Price Differential-(Section 17)] $89,169.95 8. CONTRACT BALANCE (Time Balance) (6+7) $1,006,201.20 9. TOTAL TIME SALE PRICE (1+4+5+7) $1,006,201.20 - ------------------------------------------------------------------------------- Debt- JE Cr 2332.35 (1,006,201.20) Dr 1221.00 (1,006,201.20) - ------------------------------------------------------------------------------- Page 1 of 4 of Security Agreement dated on or about April 3, 2003 between Boyd Bros. Transportation Inc. (Buyer) and Kenworth of Dothan, Inc. (Seller) which includes, without limitation, an Item of Collateral with the following Vehicle Identification Number: 1XKADB9X74J050483. - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- Printed Apr-2-2003 Cat No. 1258A (CA-97) OTIS Version 1.3.0 BUYER'S INITIALS ORIGINAL FOR PACCAR FINANCIAL CORP [ILLEGIBLE] [PACCAR SECURITY AGREEMENT FINANCIAL LOGO] RETAIL INSTALLMENT CONTRACT - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- PAYMENT SCHEDULE - -------------------------------------------------------------------------------- THE CONTRACT BALANCE (ITEM 8) IS PAYABLE TO THE SELLER OR HIS ASSIGNEE BASED ON THE FOLLOWING SCHEDULE:

- ------------------------------------------------------------------------------------------------------------- First Installment No. of Installments Amount Each First Installment No. of Installments Amount Each 1. MAY 18, 2003 60 $16,770.02 - -------------------------------------------------------------------------------------------------------------

- -------------------------------------------------------------------------------- INSURANCE - -------------------------------------------------------------------------------- 4A. PHYSICAL DAMAGE INSURANCE is required. Buyer may provide such insurance through any insurance company authorized to do business in this state, although Seller, as to dual interest insurance, may reject any insurer for reasonable cause. PHYSICAL DAMAGE INSURANCE IS NOT FINANCED IN THIS CONTRACT. 4B. CREDIT LIFE, CREDIT ACCIDENT AND HEALTH are not required by Seller, are not a factor in approval of credit, and are not included.

- --------------------------------------------------------------------------------------- I DESIRE INSURANCE COMPANY TERM PREMIUM - --------------------------------------------------------------------------------------- N/A CREDIT LIFE INSURANCE N/A N/A $0.00 N/A CREDIT ACCIDENT & HEALTH INSURANCE N/A N/A $0.00

Buyer acknowledges disclosure of insurance charges above and requests and authorizes Seller to obtain insurance coverage checked and include the cost in Item 4. - -------------------------------------------------------------------------------- AGGREGATE AMOUNT OF INSURANCE PREMIUM (4A-4B) $0.00 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- BUYER REPRESENTS AND WARRANTS - -------------------------------------------------------------------------------- The Collateral is to be used for business and commercial purposes, and not for agricultural purposes or for personal, family or household use. The Collateral will be titled in the state of OH. Buyer's chief place of business is located at STREET 825 West Leffels Lane CITY Springfield COUNTY Clark STATE OH ZIP CODE 45506- Buyer will immediately notify Seller in writing of any change in the above address or location. This contract is entered into in the State of Alabama and is governed by its laws. - -------------------------------------------------------------------------------- DELINQUENCY CHARGE - -------------------------------------------------------------------------------- For each installment not paid when due, Buyer agrees to pay Seller a delinquency charge calculated thereon at the rate of 1 1/2% per month for the period of delinquency or, at Seller's option, 5% of such installment, provided that such a delinquency charge is not prohibited by law, otherwise at the highest rate Buyer can legally obligate itself to pay and/or Seller can legally collect. - -------------------------------------------------------------------------------- Page 2 of 4 of Security Agreement dated on or about April 3, 2003 between Boyd Bros. Transportation Inc. (Buyer) and Kenworth of Dothan, Inc. (Seller) which includes, without limitation, an item of Collateral with the following Vehicle Identification Number: 1XKADB9X74J050483. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Cat. No. 1258A (CA-97) OTIS Version 1.3.0 Printed Apr-2-2003 ORIGINAL FOR PACCAR FINANCIAL CORP. BUYER'S INITIALS [ILLEGIBLE] [PACCAR FINANCIAL LOGO] SECURITY AGREEMENT RETAIL INSTALLMENT CONTRACT - -------------------------------------------------------------------------------- 1. CERTIFICATE OF TITLE - LIENS. Buyer agrees that any Certificate of Title on the Collateral will show Seller's security interest (lien) and will be delivered promptly to Seller. Seller has the right to hold the Certificate of Title until Buyer pays all indebtedness and performs all other obligations under this Contract. Buyer promises not to give any other party a lien or security interest in the Collateral without Seller's written Consent. Buyer promises not to part with possession of, sell or lease the Collateral without Seller's written approval. Buyer hereby (a) agrees that from time to time, at the expense of the Buyer, Buyer will promptly execute and deliver all further instruments and documents, and take all further action that may be necessary or desirable, or that Seller may request, in order to perfect or protect any security interest granted or purported to be granted hereby or to enable Seller to exercise and enforce its rights and remedies hereunder with respect to any Collateral, and (b) grants to Seller the power to sign Buyer's name and on behalf of Buyer to execute and file applications for title, transfers of title, financing statements, notices of lien and other documents pertaining to any or all of the Collateral. 2. ASSIGNMENT. Seller has the right to assign this Contract to PACCAR Financial Corp. If Seller does assign it, PACCAR Financial Corp. will take all of the Seller's right, title and interest under this Contract (including Seller's interest in the Collateral). Thereafter, the term "Seller" in this contract shall mean PACCAR Financial Corp. This means, among other things, that Buyer will be required to make the payments under this Contract directly to PACCAR Financial Corp. Buyer agrees that if Seller assigns this Contract, and PACCAR Financial Corp. sues Buyer to collect any amount Buyer owes to PACCAR Financial Corp. or to enforce any of Buyer's other obligations to PACCAR Financial Corp. Buyer will not assert any claim or defense Buyer has against Seller as a claim, defense, or setoff against PACCAR Financial Corp. 3. INSURANCE. Buyer agrees to keep the collateral continuously insured against fire, theft, collision, and any other hazard Seller specifies by an insurance company Seller has approved. The amount of insurance shall be the full insurable value of the Collateral or the full amount of all obligations this Contract secures, whichever is greater. The insurance policy shall provide, in a form acceptable to Seller, for payment of any loss to Seller. Buyer shall deliver promptly to Seller certificates or, if requested, policies of insurance satisfactory to Seller, each with a loss-payable endorsement naming Seller or its assigns as loss-payee as their interests may appear. The insurance policy shall provide that it can be canceled only after written notice of intention to cancel has been delivered to Seller at least ten (10) days before the cancellation date. If the Collateral is lost or damaged, Seller shall have full power to collect any or all insurance proceeds and to apply them as Seller chooses either to satisfy any obligation secured by this Contract (whether or not due or otherwise matured), or to repair the Collateral. If Buyer obtains insurance from a company Seller has not approved, or fails to obtain any insurance, Seller may (but does not have to) obtain any insurance Seller desires to protect its interests. If Seller does so, Buyer shall reimburse Seller upon demand for its expenses. Seller shall have no liability at all for any losses which occur because no insurance has been obtained or the coverage of the insurance which has been obtained is incomplete. 4. TAXES. Buyer agrees to pay before delinquency all sales and other taxes, license fees and other governmental charges imposed on the Collateral or its sale or use. 5. USE OF COLLATERAL. Buyer agrees to keep the Collateral in good repair; to prevent any waste, loss, damage, or destruction of or to the Collateral; to prevent any unlawful use of the Collateral; and not to make or allow to be made any significant change in the Collateral or in its chassis, body or special equipment, without Seller's written consent. Buyer assumes all risk of damage, loss or destruction of or to the Collateral, whether or not insured against, Seller may examine the collateral wherever located at any time, and Buyer will inform Seller of the Collateral's location upon Seller's request. 6. EXPENSES PAID BY SELLER. Buyer agrees to reimburse Seller upon demand for any expenses paid by Seller such as taxes, insurance premiums, repair bills, title fees, or any expenses incurred under Section 11. Buyer's obligation to pay the expenses shall be secured by this Contract. 7. TRADE-INS. If Buyer has traded in any property, Buyer represents and warrants that the description of it on the front of this Contract is accurate, that the title conveyed is good and its transfer rightful, and that the property is delivered free from any security interest or other lien or encumbrance. 8. NO WARRANTY. If the Vehicle is new, there is no warranty other than that of the manufacturer. If the Vehicle is used, it sold "AS IS" and "WITH ALL FAULTS". SELLER MAKES NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. UNLESS SET OUT IN WRITING AND SIGNED BY THE SELLER, THERE ARE NO OTHER WARRANTIES EXPRESS OR IMPLIED. 9. ADDITIONS TO COLLATERAL. Anything added to the Collateral, including but not limited to engines, transmissions, tires, wheels, fifth wheels, radios and electrical equipment, tanks and any other body or structure that becomes part of the Collateral, shall constitute "Additions & Accessions" and shall be subject to Seller's security interest. All Additions & Accessions must stay with the Collateral if it is repossessed or returned to Seller. 10. DEFAULT. Time is of the essence in this Contract. The due dates for payments and the performance of the other obligations under this contract are among its most crucial provisions. Buyer shall be in default under this Contract upon the occurrence of any of the following: (a) Buyer fails to pay on or before the due date the full amount of any scheduled payment, taxes, insurance premium, or other obligation secured by this Contract or under any other instrument or agreement; (b) Buyer fails to perform any of Buyer's obligations under this Contract; (c) Any representation Buyer has made in this Contract or in any credit application or financial statement Buyer has given in connection with the credit secured by the Contract turns out to be false; (d) Any check, note or other instrument given for a payment is dishonored when presented for payment; (e) The Collateral is seized or levied upon under any legal or governmental process or proceeding against Buyer or the Collateral; (f) Buyer becomes insolvent or subject to insolvency proceedings as defined in the Uniform Commercial Code or becomes subject to bankruptcy; (g) Buyer defaults in the payment or performance of any other agreement in connection with any other obligation owed to PACCAR Financial Corp. or for borrowed money; or (h) Seller reasonably deems the Collateral in danger of misuse, confiscation, damages, or destruction. 11. REMEDIES. If Buyer defaults under this Contract, Seller may, at its option, with or without notice to Buyer: (a) Declare this Contract to be in default; (b) Declare the entire amount of the unpaid Time Balance, after deducting unearned Time Price Differential in accordance with the applicable state law, and other charges and indebtedness secured by this Contract immediately due and payable, without protest, presentment demand or notice (including but not limited to notice of intent to accelerate and notice of acceleration), all of which Buyer waives; and (c) Exercise all of the rights and remedies of a secured party under the Uniform Commercial Code and any other applicable laws. In addition to the foregoing and any other rights Seller has under the law in effect at the time of default, the following provisions shall apply: (a) On Seller's demand, Buyer shall deliver possession of the Collateral to Seller at a place Seller designates reasonable convenient to both parties, (b) Seller may enter any premises, where the Collateral may be found and take possession of it without notice, demand, or legal proceedings, provided such entry is in compliance with law. (c) Seller shall give Buyer at least ten (10) days written notice of any sale of the Collateral, which Buyer agrees to be reasonable notice. Notice shall be given at the address specified in this Contract or other such address as Buyer may specify in writing to Seller. Notice shall be effective when deposited in the mails, postage prepaid, addressed as provided above. (d) Expense of retaking, holding, preparing for sale, selling and the like shall include, to the fullest extent permitted by law, (i) the fees of any attorneys retained by Seller, and (ii) all other legal expenses incurred by Seller, (e) Buyer agrees that it is liable for and will promptly pay any deficiency resulting from any disposition of the Collateral after default. 12. NO WRONGFUL POSSESSION. Buyer agrees that if Seller repossesses the Collateral or otherwise obtains possession of it, Seller will not be in wrongful possession of any property contained in the Collateral or attached to it in which Seller does not have a security interest. Seller agrees to make any such property available for Buyer to take back at a place reasonably convenient to both parties. 13. VARIATIONS OF CONTRACT. No provision of this Contract may be changed or amended unless by a written contract signed by Seller. Seller's acceptance of late payments does not mean that Seller is obligated to accept any late payments in the future. No waiver of any default shall operate as a waiver of any other default. 14. ENTIRE AGREEMENT: SEVERABILITY This Contract and the attached Exhibits and Addenda is the complete and exclusive statement of rights and duties between Seller and Buyer. If any provision is held unenforceable, it shall be deemed omitted without affecting the enforceability of the remaining provisions. Page 3 of 4 of Security Agreement dated on or about April 3, 2003 between Boyd Bros. Transportation Inc. (Buyer) and Kenworth of Dothan, Inc. (Seller) which includes, without limitation, an item of Collateral with the following Vehicle Identification Number: 1XKADB9X74J050483. BUYER'S INITIALS Cat. No. 1258A (CA-97) OTIS Version 1.3.0 [illegible] ORIGINAL FOR PACCAR FINANCIAL CORP. Printed Apr. 2, 2003 PACCAR SECURITY AGREEMENT FINANCIAL RETAIL INSTALLMENT CONTRACT - -------------------------------------------------------------------------------- 15. BAD CHECKS. Whenever a check, draft or order given by or on behalf of Buyer for the purpose of payment of any obligation arising under this Contract has been dishonored for lack of funds or credit to pay the item, or because the account has been closed, or for any other reason, Seller or its assigns will assess and Buyer will promptly pay a $50 fee per dishonored item, or the maximum amount allowed by applicable state law, if lower. 16. CROSS COLLATERAL. Buyer grants to Seller and any assignee of Seller a security interest in the Collateral to secure the payment and performance of all absolute and all contingent obligations and liabilities of Buyer to Seller or to such assignee of Seller, now existing or hereafter arising, whether under this Contract or any other agreement and whether due directly or by assignment; provided, however, upon any assignment of the Contract by Seller, the assignee shall be deemed, for the purpose of this paragraph, the only party with a security interest in the Collateral. 17. TIME PRICE DIFFERENTIAL. The effective daily Time Price Differential ("TPD") shall be based on and shall vary with fluctuations in the LIBOR Rate. The applicable rate of interest ("Buyer's Rate") shall be equal to the LIBOR Rate applicable to that date plus 2.35% percent per annum, compounded daily on the unpaid balance. The TPD due each month shall be equal to the sum of the daily TPDs for the month. As used in this calculation, "LIBOR Rate" shall mean the London Interbank Offered Rates for one (1) month maturities as reported in the Money Rates section of the Wall Street Journal. The LIBOR Rate reported on the first business day of each calendar month shall be used to determine The Buyer's Rate during the month. Based on the Initial Buyer's Rate and assuming that all payments are timely made, the aggregate TPD will be $89,169.95. Fluctuations in LIBOR, as well as early or late payments over the term of the Contract will cause the actual aggregate TPD, the Time Balance and Total Time Sale Price to be different than disclosed. Any delay in payment or increase in LIBOR could cause those amounts to be greater than disclosed, resulting in a larger final or "balloon" payment. Early payments or reductions in LIBOR could cause those amounts to be less than disclosed, resulting in a smaller final or "balloon" payment or reduced number of payments. If Buyer has requested a fixed payment schedule, the amount of the periodic payments will be based upon an interest rate fixed solely for that purpose. Differences between this rate and Buyer's Rate will be accounted for by an adjustment in the final or "balloon" payment and/or the number of payments. In no event shall Buyer be required to pay interest in excess of the maximum rate allowed by law of the state having jurisdiction over the transaction. The intention of the parties is to conform strictly to applicable state usury laws, which may reduce the Buyer's Rate to the maximum amount allowed under such usury laws now or hereafter in effect. 18. FINANCIAL INFORMATION. Buyer agrees to furnish Seller promptly with any financial statements or other information which Seller may reasonably request from time to time. Any and all financial statements will be prepared on a basis of generally accepted accounting principles, and will be complete and correct and fairly present Buyer's financial condition as of the date thereof. Seller may at any reasonable time examine the books and records of Buyer and make copies thereof. 19. CHATTEL PAPER. This specific Security Agreement is to be sold only to PACCAR Financial Corp. and is subject to the security interest of PACCAR Financial Corp. The only copy of this Security Agreement which constitutes Chattel Paper for all purposes of the Uniform Commercial Code is the copy marked "ORIGINAL FOR PACCAR FINANCIAL CORP." which is delivered to and held by PACCAR Financial Corp. Any change in the name of the assignee of this Security Agreement from PACCAR Financial Corp. shall render the copy of this Security Agreement so changed VOID and of no force and effect. No assignee or secured party other than PACCAR Financial Corp. will under any circumstances acquire any rights in, under or to this Security Agreement or any sums due hereunder, except that PACCAR Financial Corp. may, by a separate written assignment signed by PACCAR Financial Corp., assign its interest received hereunder. 20. PREPAYMENT FEE. 21. MISCELLANEOUS. (a) This Contract shall be binding, jointly and severally, upon all parties described as the "Buyer" and their respective heirs, executors, representatives, successors and assigns and shall inure to the benefit of PFC, its successors and assigns. (b) This Contract and any other evidence of the indebtedness given in connection herewith may be assigned by Seller to a third party without notice to Buyer and Buyer hereby waives any defense, counterclaim or cross-complaint by Buyer against any assignee, agreeing that Seller shall be solely responsible therefor. (c) Buyer acknowledges receipt of a true copy of this contract, and waives acceptance hereof. NOTICE - SEE ALL PAGES FOR IMPORTANT TERMS WHICH ARE PART OF THIS CONTRACT. WARNING: LIABILITY INSURANCE FOR BODILY INJURY AND PROPERTY DAMAGE CAUSED TO OTHERS NOT INCLUDED UNDER THIS CONTRACT. NOTICE TO BUYER 1. DO NOT SIGN THIS CONTRACT BEFORE YOU HAVE READ IT OR IF IT CONTAINS ANY BLANK SPACES. 2. YOU ARE ENTITLED TO AN EXACT COPY OF THE CONTRACT YOU SIGN. 3. UNDER THE LAW YOU HAVE THE RIGHT TO PAY OFF IN ADVANCE THE FULL AMOUNT DUE AND OBTAIN A PARTIAL REFUND OF THE FINANCE CHARGE (TIME PRICE DIFFERENTIAL). 4. KEEP THIS CONTRACT TO PROTECT YOUR LEGAL RIGHTS. BUYER ACKNOWLEDGES THAT A TRUE COPY OF THIS CONTRACT HAS BEEN RECEIVED, READ, AND WAS COMPLETELY FILLED IN BEFORE BEING SIGNED. SELLER: Kenworth of Dothan, Inc. BUYER: Boyd Bros. Transportation Inc. TAX ID: 63-6008515 BY: _____________________________ BY: /s/ Richard Bailey Tony Quesenberry, F&I Manager _______________________________ Richard Bailey, CFO DATE: April 3, 2003 DATE: April 3, 2003 BY: _____________ TITLE: __________ DATE: April 3, 2003 - -------------------------------------------------------------------------------- Page 4 of 4 of Security Agreement dated on or about April 3, 2003 between Boyd Bros. Transportation Inc. (Buyer) and Kenworth of Dothan, Inc. (Seller) which includes, without limitation, an item of Collateral with the following Vehicle Identification Number: 1XKADB9X74J050483. - -------------------------------------------------------------------------------- Cat. No. 1258A (CA-97) OTIS Version 1.3.0 Printed Apr-2-2003 ORIGINAL FOR PACCAR FINANCIAL CORP. [PACCAR SECURITY AGREEMENT FINANCIAL LOGO] SCHEDULE E: EQUIPMENT LISTING - -------------------------------------------------------------------------------- This schedule E is affixed to and made part of the Security Agreement Retail Installment Contract dated April 3, 2003 by and between KENWORTH OF DOTHAN, INC. ("Seller") and BOYD BROS. TRANSPORTATION INC. ("Buyer") covering the equipment as described below: DESCRIPTION OF PURCHASED EQUIPMENT - -------------------------------------------------------------------------------- VEHICLE IDENTIFICATION NEW/ PRICE OF YEAR MAKE MODEL NUMBER USED VEHICLE - ---- -------- ----- ---------------------- ---- ---------- 2004 Kenworth T600 1XKADB9X74J050483 New $82,961.25 2004 Kenworth T800 1XKDDB9XX4J050653 New $83,407.00 2004 Kenworth T800 1XKDDB9X14J050654 New $83,407.00 2004 Kenworth T800 1XKDDB9X34J050655 New $83,407.00 2004 Kenworth T800 1XKDDB9X54J050656 New $83,407.00 2004 Kenworth T800 1XKDDB9X74J050657 New $83,407.00 2004 Kenworth T800 1XKDDB9X94J050658 New $83,407.00 2004 Kenworth T800 1XKDDB9X04J050659 New $83,407.00 2004 Kenworth T800 1XKDDB9X74J050660 New $83,407.00 2004 Kenworth T800 1XKDDB9X94J050661 New $83,407.00 2004 Kenworth T800 1XKDDB9X04J050662 New $83,407.00 - -------------------------------------------------------------------------------- Total: $917,031.25 DESCRIPTION OF TRADE-IN EQUIPMENT - -------------------------------------------------------------------------------- VEHICLE IDENTIFICATION PAYOFF YEAR MAKE MODEL NUMBER ALLOWANCE PAYOFF DUE TO - ---- -------- ----- ----------------- --------- ------ ------ TOTAL $0.00 $0.00 SELLER: KENWORTH OF DOTHAN, INC. BUYER: BOYD BROS. TRANSPORTATION INC. TAX ID: 63-6005515 BY: BY: /s/ RICHARD BAILEY ------------------------------- ------------------------------ Tony Quesenberry, F & I Manager Richard Bailey, CFO DATE: April 3, 2003 DATE: April 3, 2003 BY: TITLE: --------------- ------------- DATE: April 3, 2003 Cat. No. 9877A(C5-97) OTIS Version 1.5.0 ORIGINAL FOR PACCAR FINANCIAL CORP. Printed Apr-2-2003 EX-10.2 4 g84340exv10w2.txt EX-10.2 PACCAR FINANCIAL AGREEMENT 04/22/03 EX 10.2 [PACCAR FINANCIAL LOGO] SECURITY AGREEMENT RETAIL INSTALLMENT CONTRACT - -------------------------------------------------------------------------------

SELLER BUYER NAME Kenworth of Dothan, Inc. NAME Boyd Bros. Transportation Inc. PLACE OF 461 Ross Clark Cir. STREET 825 West Leffels Lane BUSINESS Dothan, AL 36303- ADDRESS Springfield, OH 45506- MAILING 461 Ross Clark Cir. MAILING 825 West Leffels Lane ADDRESS Dothan, Al 36303- ADDRESS Springfield, OH 45506-

Seller hereby sells, and Buyer (meaning all undersigned buyers, jointly and severally) hereby purchases, subject to the terms set forth below and on any attachments hereto, the following described vehicle (the "Vehicle"), delivery and acceptance of which in good order Buyer hereby acknowledges. Buyer hereby grants a security interest in the Vehicle and any additional collateral (collectively the "Collateral"), and any Additions and Accessions thereto (as defined below), to Seller and its assigns to secure prompt payment of the indebtedness herein and performance of Buyer's other obligations, including any additional indebtedness incurred as provided by this Contract and any extensions and renewals of the obligations and future advances and is subject to paragraph 16 "Cross Collateral" and the other provisions below. The security interest extends to the proceeds of the Collateral and the proceeds of any insurance policy. Buyer also acknowledges that Seller has offered to sell the Vehicle for the cash price indicated, but that the Buyer has chosen to purchase on the terms and conditions of this Contract. DESCRIPTION OF VEHICLE - COLLATERAL (FOR SECURITY PURPOSES ONLY)

YEAR MAKE MODEL VEHICLE IDENTIFICATION NUMBER NEW/USED PRICE OF VEHICLE - ---- ---- ----- ---------------------------- -------- ---------------- DETAIL SHOWN ON SECURITY AGREEMENT SCHEDULE E: EQUIPMENT LISTING TOTAL: $912,573.75 -----------

DESCRIPTION OF TRADE-IN EQUIPMENT

YEAR MAKE MODEL VEHICLE IDENTIFICATION NUMBER ALLOWANCE PAYOFF PAYOFF DUE TO - ---- ---- ----- ---------------------------- -------- ------ ------------- DETAIL SHOWN ON SECURITY AGREEMENT SCHEDULE E: EQUIPMENT LISTING TOTAL: $0.00 $0.00

ITEMIZATION OF AMOUNT FINANCED TOTAL CASH PRICE: Cash Price $912,573.75 Sales Tax $0.00 Title Fee $0.00 1. TOTAL CASH PRICE $912,573.75 DOWN PAYMENT: Net Trade-in $0.00 Cash $0.00 2. TOTAL DOWN PAYMENT $0.00 3. UNPAID CASH PRICE (1-2) $912,573.75 4. TOTAL AMOUNT OF INSURANCE PREMIUMS (4A+4B) $0.00 FEES: (Itemize) 5A. Official Fee(s) $0.00 5B. Document Preparation Fee $0.00 5. TOTAL FEES (5A+5B) $0.00 6. PRINCIPAL BALANCE (Basic Time Price) (3+4+5) $912,573.75 7. FINANCE CHARGE - [Time Price Differential - (Section 17)] $88,680.45 8. CONTRACT BALANCE (Time Balance) (6+7) $1,001,254.20 9. TOTAL TIME SALE PRICE (1+4+5+7) $1,001,254.20 - ------------------------------------------------------------------------- Page 1 of 4 of Security Agreement dated on or about April 22, 2003 between Boyd Bros. Transportation Inc. (Buyer) and Kenworth of Dothan, Inc. (Seller) which includes, without limitation, an item of Collateral with the following Vehicle Identification Number: 1XKADB9X94J050484. - ------------------------------------------------------------------------- - ------------------------------------------------------------------------- BUYER'S INITIALS [ ] Cat. No. 1258A (CA-97) OTIS Version 1.3.0 ORIGINAL FOR PACCAR FINANCIAL CORP. Printed Apr-22-2003 [PACCAR SECURITY AGREEMENT FINANCIAL LOGO] RETAIL INSTALLMENT CONTRACT - -------------------------------------------------------------------------------- PAYMENT SCHEDULE - -------------------------------------------------------------------------------- THE CONTRACT BALANCE (ITEM 8) IS PAYABLE TO THE SELLER OR HIS ASSIGNEE BASED ON THE FOLLOWING SCHEDULE:

- ---------------------------------------------------------------------------------------------------------------------------------- First Installment No. of Installments Amount Each First Installment No. of Installments Amount Each - ---------------------------------------------------------------------------------------------------------------------------------- 1. June 6, 2003 60 $16,687.57 - ----------------------------------------------------------------------------------------------------------------------------------

- -------------------------------------------------------------------------------- INSURANCE - -------------------------------------------------------------------------------- 4A. PHYSICAL DAMAGE INSURANCE is required. Buyer may provide such insurance through any insurance company authorized to do business in this state, although Seller, as to dual interest insurance, may reject any insurer for reasonable cause. PHYSICAL DAMAGE INSURANCE IS NOT FINANCED IN THIS CONTRACT. 4B. CREDIT LIFE, CREDIT ACCIDENT AND HEALTH are not required by Seller, are not a factor in approval of credit, and are not included.

- ---------------------------------------------------------------------------------------------------------------------------------- I DESIRE: INSURANCE COMPANY TERM PREMIUM - ---------------------------------------------------------------------------------------------------------------------------------- N/A CREDIT LIFE INSURANCE N/A N/A $0.00 N/A CREDIT ACCIDENT & HEALTH INSURANCE N/A N/A $0.00 - ----------------------------------------------------------------------------------------------------------------------------------

Buyer acknowledges disclosure of insurance charges above and requests and authorizes Seller to obtain insurance coverage checked and include the cost in item 4. ----------------------------------------------------------------------------------------- AGGREGATE AMOUNT OF INSURANCE PREMIUM (4A+4B) $0.00 ----------------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- BUYER REPRESENTS AND WARRANTS - -------------------------------------------------------------------------------- The Collateral is to be used for business and commercial purposes, and not for agricultural purposes or for personal, family or household use. The Collateral will be titled in the state of OH. Buyer's chief place of business is located at STREET 825 West Leffels Lane CITY Springfield COUNTY Clark STATE OH ZIP CODE 45506- Buyer will immediately notify Seller in writing of any change in the above address or location. This contract is entered into in the State of Alabama and is governed by its laws. - ----------------------------------------------------------------------------- DELINQUENCY CHARGE - ----------------------------------------------------------------------------- For each installment not paid when due, Buyer agrees to pay Seller a delinquency charge calculated thereon at the rate of 1 1/2% per month for the period of delinquency or, at Seller's option, 5% of such installment, provided that such a delinquency charge is not prohibited by law, otherwise at the highest rate Buyer can legally obligate itself to pay and/or Seller can legally collect. - ------------------------------------------------------------------------------- Page 2 of 4 of Security Agreement dated on or about April 22, 2003 between Boyd Bros. Transportation Inc. (Buyer) and Kenworth of Dothan, Inc. (Seller) which includes, without limitation, an item of Collateral with the following Vehicle Identification Number: 1XKADB9X94J050484. - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- BUYER'S INITIALS [ ] Cat. No. 1258A (CA-97) OTIS Version 1.3.0 ORIGINAL FOR PACCAR FINANCIAL CORP. Printed Apr-22-2003 [PACCAR SECURITY AGREEMENT FINANCIAL LOGO] RETAIL INSTALLMENT CONTRACT - -------------------------------------------------------------------------------- 1. CERTIFICATE OF TITLE - LIENS. Buyer agrees that any Certificate of Title on the Collateral will show Seller's security interest (lien) and will be delivered promptly to Seller. Seller has the right to hold the Certificate of Title until Buyer pays all indebtedness and performs all other obligations under this Contract. Buyer promises not to give any other party a lien or security interest in the Collateral without Seller's written Consent. Buyer promises not to part with possession of, sell or lease the Collateral without Seller's written approval. Buyer hereby (a) agrees that from time to time, at the expense of the Buyer, Buyer will promptly execute and deliver all further instruments and documents, and take all further act in that may be necessary or desirable, or that Seller may request, in order to perfect or protect any security interest granted or purported to be granted hereby or to enable Seller to exercise and enforce its rights and remedies hereunder with respect to any Collateral, and (b) grants to Seller the power to sign Buyer's name and on behalf of Buyer to execute and file applications for title, transfers of title, financing statements, notices of lien and other documents pertaining to any or all of the Collateral. 2. ASSIGNMENT. Seller has the right to assign this Contract to PACCAR Financial Corp. If Seller does assign it, PACCAR Financial Corp. will take all of the Seller's right, title and interest under this Contract (including Seller's interest in the Collateral). Thereafter, the term "Seller" in this contract shall mean PACCAR Financial Corp. This means, among other things, that Buyer will be required to make the payments under this Contract directly to PACCAR Financial Corp. Buyer agrees that if Seller assigns this Contract, and PACCAR Financial Corp. sues Buyer to collect any amount Buyer owes to PACCAR Financial Corp. or to enforce any of Buyer's other obligations to PACCAR Financial Corp., Buyer will not assert any claim or defense Buyer has against Seller as a claim, defense, or setoff against PACCAR Financial Corp. 3. INSURANCE. Buyer agrees to keep the collateral continuously insured against fire, theft, collision, and any other hazard Seller specifies by an insurance company Seller has approved. The amount of insurance shall be the full insurable value of the Collateral or the full amount of all obligations this Contract secures, whichever is greater. The insurance policy shall provide, in a form acceptable to Seller, for payment of any loss to Seller. Buyer shall deliver promptly to Seller certificates or, if requested, policies of insurance satisfactory to Seller, each with a loss-payable endorsement naming Seller or its assigns as loss-payee as their interests may appear. The insurance policy shall provide that it can be canceled only after written notice of intention to cancel has been delivered to Seller at least ten (10) days before the cancellation date. If the Collateral is lost or damaged, Seller shall have full power to collect any or all insurance proceeds and to apply them as Seller chooses either to satisfy any obligation secured by this Contract (whether or not due or otherwise matured), or to repair the Collateral. If Buyer obtains insurance from a company Seller has not approved, or fails to obtain any insurance, Seller may (but does not have to) obtain any insurance Seller desires to protect its interests. If Seller does so, Buyer shall reimburse Seller upon demand for its expenses. Seller shall have no liability at all for any losses which occur because no insurance has been obtained or the coverage of the insurance which has been obtained is incomplete. 4. TAXES. Buyer agrees to pay before delinquency all sales and other taxes, license fees and other governmental charges imposed on the Collateral or its sale or use. 5. USE OF COLLATERAL. Buyer agrees to keep the Collateral in good repair; to prevent any waste, loss, damage, or destruction of or to the Collateral; to prevent any unlawful use of the Collateral; and not to make or allow to be made any significant change in the Collateral or in its chassis, body or special equipment, without Seller's written consent. Buyer assumes all risk of damage, loss or destruction of or to the Collateral, whether or not insured against. Seller may examine the collateral wherever located at any time, and Buyer will inform Seller of the Collateral's location upon Seller's request. 6. EXPENSES PAID BY SELLER. Buyer agrees to reimburse Seller upon demand for any expenses paid by Seller such as taxes, insurance premiums, repair bills, title fees, or any expenses incurred under Section 11. Buyer's obligation to pay the expenses shall be secured by this Contract. 7. TRADE-INS. If Buyer has traded in any property, Buyer represents and warrants that the description of it on the front of this Contract is accurate, that the title conveyed is good and its transfer rightful, and that the property is delivered free from any security interest or other lien or encumbrance. 8. NO WARRANTY. If the Vehicle is new, there is no warranty other than that of the manufacturer. If the Vehicle is used, it is sold "AS IS" and "WITH ALL FAULTS". SELLER MAKES NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. UNLESS SET OUT IN WRITING AND SIGNED BY THE SELLER, THERE ARE NO OTHER WARRANTIES EXPRESS OR IMPLIED. 9. ADDITIONS TO COLLATERAL. Anything added to the Collateral, including but not limited to engines, transmissions, tires, wheels, fifth wheels, radios and electrical equipment, tanks and any other body or structure that becomes part of the Collateral, shall constitute "Additions & Accessions" and shall be subject to Seller's security interest. All Additions & Accessions must stay with the Collateral if it is repossessed or returned to Seller. 10. DEFAULT. Time is of the essence in this Contract. The due dates for payments and the performance of the other obligations under this contract are among its most crucial provisions. Buyer shall be in default under this Contract upon the occurrence of any of the following: (a) Buyer fails to pay on or before the due date the full amount of any scheduled payment, taxes, insurance premium, or other obligation secured by this Contract or under any other instrument or agreement; (b) Buyer fails to perform any of Buyer's obligations under this Contract; (c) Any representation Buyer has made in this Contract or in any credit application or financial statement Buyer has given in connection with the credit secured by the Contract turns out to be false; (d) Any check, note or other instrument given for a payment is dishonored when presented for payment; (e) The Collateral is seized or levied upon under any legal or governmental process or proceeding against Buyer or the Collateral; (f) Buyer becomes insolvent or subject to insolvency proceedings as defined in the Uniform Commercial Code or becomes subject to bankruptcy; (g) Buyer defaults in the payment or performance of any other agreement in connection with any other obligation owed to PACCAR Financial Corp. or for borrowed money; or (h) Seller reasonably deems the Collateral in danger of misuse, confiscation, damage, or destruction. 11. REMEDIES. If Buyer defaults under this Contract, Seller may, at its option, with or without notice to Buyer: (a) Declare this Contract to be in default; (b) Declare the entire amount of the unpaid Time Balance, after deducting unearned Time Price Differential in accordance with the applicable state law, and other charges and indebtedness secured by this Contract immediately due and payable, without protest, presentment demand or notice (including but not limited to notice of intent to accelerate and notice of acceleration), all of which Buyer waives; and (c) Exercise all of the rights and remedies of a secured party under the Uniform Commercial code and any other applicable laws. In addition to the foregoing and any other rights Seller has under the law in effect at the time of default, the following provisions shall apply: (a) On Seller's demand, Buyer shall deliver possession of the Collateral to Seller at a place Seller designates reasonably convenient to both parties. (b) Seller may enter any premises, where the Collateral may be found and take possession of it without notice, demand, or legal proceedings, provided such entry is in compliance with law. (c) Seller shall give Buyer at least ten (10) days written notice of any sale of the Collateral, which Buyer agrees to be reasonable notice. Notice shall be given at the address specified in this Contract or other such address as Buyer may specify in writing to Seller. Notice shall be effective when deposited in the mails, postage prepaid, addressed as provided above. (d) Expense of retaking, holding, preparing for sale, selling and the like shall include, to the fullest extent permitted by law, (i) the fees of any attorneys retained by Seller, and (ii) all other legal expenses incurred by Seller. (e) Buyer agrees that it is liable for and will promptly pay any deficiency resulting from any disposition of the Collateral after default. 12. NO WRONGFUL POSSESSION. Buyer agrees that if Seller repossesses the Collateral or otherwise obtains possession of it, Seller will not be in wrongful possession of any property contained in the Collateral or attached to it in which Seller does not have a security interest. Seller agrees to make any such property available for Buyer to take back at a place reasonably convenient to both parties. 13. VARIATIONS OF CONTRACT. No provision of this Contract may be changed or amended unless by a written contract signed by Seller. Seller's acceptance of late payments does not mean that Seller is obligated to accept any late payments in the future. No waiver of any default shall operate as a waiver of any other default. 14. ENTIRE AGREEMENT: SEVERABILITY. This Contract and the attached Exhibits and Addenda is the complete and exclusive statement of rights and duties between Seller and Buyer. If any provision is held unenforceable, it shall be deemed omitted without affecting the enforceability of the remaining provisions. - -------------------------------------------------------------------------------- Page 3 of 4 of Security Agreement dated on or about April 22, 2003 between Boyd Bros. Transportation Inc. (Buyer) and Kenworth of Dothan, Inc. (Seller) which includes, without limitation, an item of Collateral with the following Vehicle Identification Number 1XKADB9X94J050484. - -------------------------------------------------------------------------------- BUYER'S INITIALS - -------------------------------------------------------------------------------- Cat. No. 1258A (CA-97) OTIS Version 1.3.0 ORIGINAL FOR PACCAR FINANCIAL CORP. Printed Apr-22-2003 [PACCAR SECURITY AGREEMENT FINANCIAL LOGO] RETAIL INSTALLMENT CONTRACT - -------------------------------------------------------------------------------- 15. BAD CHECKS. Whenever a check, draft or order given by or on behalf of Buyer for the purpose of payment of any obligation arising under this Contract has been dishonored for lack of funds or credit to pay the item, or because the account has been closed, or for any other reason, Seller or its assigns will assess and Buyer will promptly pay a $50 fee per dishonored item, or the maximum amount allowed by applicable state law, if lower. 16. CROSS COLLATERAL. Buyer grants to Seller and any assignee of Seller a security interest in the Collateral to secure the payment and performance of all absolute and all contingent obligations and liabilities of Buyer to Seller or to such assignee of Seller, now existing or hereafter arising, whether under this Contract or any other agreement and whether due directly or by assignment; provided, however, upon any assignment of the Contract by Seller, the assignee shall be deemed, for the purpose of this paragraph, the only party with a security interest in the Collateral. 17. TIME PRICE DIFFERENTIAL. The effective daily Time Price Differential ("TPD") shall be based on and shall vary with fluctuations in the LIBOR Rate. The applicable rate of interest ("Buyer's Rate") shall be equal to the LIBOR Rate applicable to that date plus 2.35% percent per annum, compounded daily on the unpaid balance. The TPD due each month shall be equal to the sum of the daily TPDs for the month. As used in this calculation, "LIBOR Rate" shall mean the London Interbank Offered Rates for one (1) month maturities as reported in the Money Rates section of the Wall Street Journal. The LIBOR Rate reported on the first business day of each calendar month shall be used to determine The Buyer's Rate during the month. Based on the initial Buyer's Rate and assuming that all payments are timely made, the aggregate TPD will be $88,680.45. Fluctuations in LIBOR, as well as early or late payments over the term of the Contract will cause the actual aggregate TPD, the Time Balance and Total Time Sale Price to be different than disclosed. Any delay in payment or increase in LIBOR could cause those amounts to be greater than disclosed, resulting in a larger final or "balloon" payment. Early payments or reductions in LIBOR could cause those amounts to be less than disclosed, resulting in a smaller final or "balloon" payment or reduced number of payments. If Buyer has requested a fixed payment schedule, the amount of the periodic payments will be based upon an interest rate fixed solely for that purpose. Differences between this rate and Buyer's Rate will be accounted for by an adjustment in the final or "balloon" payment and/or the number of payments. In no event shall Buyer be required to pay interest in excess of the maximum rate allowed by law of the state having jurisdiction over the transaction. The intention of the parties is to conform strictly to applicable state usury laws, which may reduce the Buyer's Rate to the maximum amount allowed under such usury laws now or hereafter in effect. 18. FINANCIAL INFORMATION. Buyer agrees to furnish Seller promptly with any financial statements or other information which seller may reasonably request from time to time. Any and all financial statements will be prepared on a basis of generally accepted accounting principles, and will be complete and correct and fairly present Buyer's financial condition as of the date thereof. Seller may at any reasonable time examine the books and records of Buyer and make copies thereof. 19. CHATTEL PAPER. This specific Security Agreement is to be sold only to PACCAR Financial Corp. and is subject to the security interest of PACCAR Financial Corp. The only copy of this Security Agreement which constitutes Chattel Paper for all purposes of the Uniform Commercial Code is the copy marked "ORIGINAL FOR PACCAR FINANCIAL CORP." which is delivered to and held by PACCAR Financial Corp. Any change in the name of the assignee of this Security Agreement from PACCAR Financial Corp. shall render the copy of this Security Agreement so changed VOID and of no force and effect. No assignee or secured party other than PACCAR Financial Corp. will under any circumstances acquire any rights in, under or to this Security Agreement or any sums due hereunder, except that PACCAR Financial Corp. may, by a separate written assignment signed by PACCAR Financial Corp, assign it interest received hereunder. 20. PREPAYMENT FEE. 21. MISCELLANEOUS. (a) This Contract shall be binding, jointly and severally, upon all parties described as the "Buyer" and their respective heirs, executors, representatives, successors and assigns and shall inure to the benefit of PFC, its successors and assigns. (b) This Contract and any other evidence of the indebtedness given in connection herewith may be assigned by Seller to a third party without notice to Buyer and Buyer hereby waives any defense, counterclaim or cross-complaint by Buyer against any assignee, agreeing that Seller shall be solely responsible therefor. (c) Buyer acknowledges receipt of a true copy of this contract, and waives acceptance hereof. NOTICE - SEE ALL PAGES FOR IMPORTANT TERMS WHICH ARE PART OF THIS CONTRACT. WARNING: LIABILITY INSURANCE FOR BODILY INJURY AND PROPERTY DAMAGE CAUSED TO OTHERS NOT INCLUDED UNDER THIS CONTRACT. NOTICE TO BUYER 1. DO NOT SIGN THIS CONTRACT BEFORE YOU HAVE READ IT OR IF IT CONTAINS ANY BLANK SPACES. 2. YOU ARE ENTITLED TO AN EXACT COPY OF THE CONTRACT YOU SIGN. 3. UNDER THE LAW YOU HAVE THE RIGHT TO PAY OFF IN ADVANCE THE FULL AMOUNT DUE AND OBTAIN A PARTIAL REFUND OF THE FINANCE CHARGE (TIME PRICE DIFFERENTIAL). 4. KEEP THIS CONTRACT TO PROTECT YOUR LEGAL RIGHTS. BUYER ACKNOWLEDGES THAT A TRUE COPY OF THIS CONTRACT HAS BEEN RECEIVED, READ, AND WAS COMPLETELY FILLED IN BEFORE BEING SIGNED. SELLER: KENWORTH OF DOTHAN, INC. BUYER: BOYD BROS. TRANSPORTATION INC. TAX ID: 63-6006515 BY: BY: ------------------------------ ---------------------------------- Allyson L. Moore, Truck Billing Manage Richard Bailey, CFO DATE: April 22, 2003 DATE: April 22, 2003 BY: ---------------------------------- TITLE: ------------------------------- DATE: April 22, 2003 Page 4 of 4 of Security Agreement dated on or about April 22, 2003 between Boyd Bros. Transportation Inc. (Buyer) and Kenworth of Dothan, Inc. (Seller) which includes, without limitation, an item of Collateral with the following Vehicle Identification Number: 1XKADB9X94J050484. Cat. No. 1258A (CA-97) OTIS Version 1.3.0 Printed Apr-22-2003 ORIGINAL FOR PACCAR FINANCIAL CORP. [PACCAR SECURITY AGREEMENT FINANCIAL LOGO] SCHEDULE E: EQUIPMENT LISTING - -------------------------------------------------------------------------------- This Schedule E is affixed to and made part of the Security Agreement Retail Installment Contract dated April 22, 2003 by and between KENWORTH OF DOTHAN, INC. ("Seller") and BOYD BROS. TRANSPORTATION INC. ("Buyer") covering the equipment as described below:

- -------------------------------------------------------------------------------- DESCRIPTION OF PURCHASED EQUIPMENT - -------------------------------------------------------------------------------- VEHICLE IDENTIFICATION PRICE YEAR MAKE MODEL NUMBER NEW/USED OF VEHICLE - -------------------------------------------------------------------------------- 2004 Kenworth T6006586 1XKADB9X94J050484 New $82,961.25 2004 Kenworth T6006587 1XKADB9X04J050485 New $82,961.25 2004 Kenworth T6006588 1XKADB9X24J050486 New $82,961.25 2004 Kenworth T6006589 1XKADB9X44J050487 New $82,961.25 2004 Kenworth T6006590 1XKADB9X64J050488 New $82,961.25 2004 Kenworth T6006591 1XKADB9X84J050489 New $82,961.25 2004 Kenworth T6006592 1XKADB9X44J050490 New $82,961.25 2004 Kenworth T6006593 1XKADB9X64J050491 New $82,961.25 2004 Kenworth T6006594 1XKADB9X84J050492 New $82,961.25 2004 Kenworth T6006595 1XKADB9XX4J050493 New $82,961.25 2004 Kenworth T6006596 1XKADB9X14J050494 New $82,961.25 - -------------------------------------------------------------------------------- TOTAL: $912,573.75 - --------------------------------------------------------------------------------

- -------------------------------------------------------------------------------- DESCRIPTION OF TRADE-IN EQUIPMENT - -------------------------------------------------------------------------------- VEHICLE IDENTIFICATION YEAR MAKE MODEL NUMBER ALLOWANCE PAYOFF PAYOFF DUE TO - -------------------------------------------------------------------------------- TOTAL: $0.0 $0.0 - --------------------------------------------------------------------------------

SELLER: KENWORTH OF DOTHAN, INC. BUYER: BOYD BROS. TRANSPORTATION INC. TAX ID 63-6006515 BY: By: -------------------------- -------------------------------- Allyson L. Moore, Richard Bailey, CFO Truck Billing Manage DATE: April 22, 2003 DATE: April 22, 2003 BY: TITLE: ------------------------ ----- DATE: April 22, 2003 ORIGINAL FOR PACCAR FINANCIAL CORP. Cat. No. 9877A (C5-97) OTIS Version 1.3.0 Printed Apr-22-2003 EX-10.3 5 g84340exv10w3.txt EX-10.3 PACCAR FINANCIAL AGREEMENT 05/15/03 EX 10.3 SECURITY AGREEMENT [PACCAR FINANCIAL LOGO] RETAIL INSTALLMENT CONTRACT - --------------------------------------------------------------------------------

SELLER BUYER NAME Kenworth of Dothan, Inc. NAME Boyd Bros. Transportation Inc. PLACE OF 461 Ross Clark Cir. STREET 825 West Leffels Lane BUSINESS Dothan, AL 36303- ADDRESS Springfield, OH 45506- MAILING 461 Ross Clark Cir. MAILING 825 West Leffels Lane ADDRESS Dothan, AL 36303- ADDRESS Springfield, OH 45506-

Seller hereby sells, and Buyer (meaning all undersigned buyers, jointly and severally) hereby purchases, subject to the terms set forth below and on any attachments hereto, the following described vehicle (the "Vehicle"), delivery and acceptance of which in good order Buyer hereby acknowledges. Buyer hereby grants a security interest in the Vehicle and any additional collateral (collectively the "Collateral"), and any Additions and Accessions thereto (as defined below), to Seller and its assigns to secure prompt payment of the indebtedness herein and performance of Buyer's other obligations, including any additional indebtedness incurred as provided by this Contract and any extensions and renewals of the obligations and future advances and is subject to paragraph 16 "Cross Collateral" and the other provisions below. The security interest extends to the proceeds of the Collateral and the proceeds of any insurance policy. Buyer also acknowledges that Seller has offered to sell the Vehicles for the cash price indicated, but that the Buyer has chosen to purchase on the terms and conditions of this Contract. DESCRIPTION OF VEHICLE COLLATERAL (for security purposes only)

YEAR MAKE MODEL VEHICLE IDENTIFICATION NUMBER NEW/USED PRICE OF VEHICLE - ---- ---- ----- ------- -------------- ------ -------- ----- -- ------- DETAIL SHOWN ON SECURITY AGREEMENT SCHEDULE E: EQUIPMENT LISTING Total: $834,070.00

DESCRIPTION OF TRADE-IN EQUIPMENT

YEAR MAKE MODEL VEHICLE IDENTIFICATION NUMBER ALLOWANCE PAYOFF PAYOFF DUE TO - ---- ---- ----- ------- -------------- ------ --------- ------ ------ --- -- DETAIL SHOWN ON SECURITY AGREEMENT SCHEDULE E: EQUIPMENT LISTING Total: $0.00 $0.00

ITEMIZATION OF AMOUNT FINANCED TOTAL CASH PRICE Cash Price $834,070.00 Sales Tax $0.00 Title Fee $0.00 1. TOTAL CASH PRICE $834,070.00 DOWN PAYMENT: Net Trade-In $0.00 Cash $0.00 2. TOTAL DOWN PAYMENT $0.00 3. UNPAID CASH PRICE (1-2) $834,070.00 4. TOTAL AMOUNT OF INSURANCE PREMIUMS (4A+4B) $0.00 FEES: (Itemize) 5A. Official Fee(s) $0.00 5B. Document Preparation Fee $0.00 5. TOTAL FEES (5A+5B) $0.00 6. PRINCIPAL BALANCE (Basic Time Price) (3+4+5) $834,070.00 7. FINANCE CHARGE - [Time Price Differential-(Section 17)] $80,683.40 8. CONTRACT BALANCE (Time Balance) (6+7) $914,753.40 9. TOTAL TIME SALE PRICE (1+4+5+7) $914,753.40 - -------------------------------------------------------------------------------- Page 1 of 4 of Security Agreement dated on or about May 15, 2003 between Boyd Bros. Transportation Inc. (Buyer) and Kenworth of Dothan, Inc. (Seller) which includes, without limitation, an item of Collateral with the following Vehicle Identification Number: 1XKDDB9X24J050663. - -------------------------------------------------------------------------------- Cat. No. 1258A (CA-97) OTIS Version 1.3.0 Printed May-14-2003 ORIGINAL FOR PACCAR FINANCIAL CORP. BUYER'S INITIALS [ ] PACCAR SECURITY AGREEMENT FINANCIAL RETAIL INSTALLMENT CONTRACT - -------------------------------------------------------------------------------- PAYMENT SCHEDULE The Contract Balance (Item 8) is payable to the Seller or his assignee based on the following schedule:

First Installment No. of installments Amount Each First Installment No. of installments Amount Each 1. June 20 2003 60 $15,245.89

INSURANCE 4A. PHYSICAL DAMAGE INSURANCE is required. Buyer may provide such insurance through any insurance company authorized to do business in this state, although Seller, as to dual interest insurance, may reject any insurer for reasonable cause. PHYSICAL DAMAGE INSURANCE IS NOT FINANCED IN THIS CONTRACT. 4B. CREDIT LIFE, CREDIT ACCIDENT AND HEALTH are not required by Seller, are not a factor in approval of credit, and are not included.

I DESIRE: INSURANCE COMPANY TERM PREMIUM N/A CREDIT LIFE INSURANCE N/A N/A $0.00 N/A CREDIT ACCIDENT & HEALTH INSURANCE N/A N/A $0.00

Buyer acknowledges disclosure of insurance charges above and requests and authorizes Seller to obtain insurance coverage checked and include the cost in item 4. AGGREGATE COST OF INSURANCE PREMIUM (4A + 4B): $0.00 BUYER REPRESENTS AND WARRANTS The Collateral is to be used for business and commercial purposes, and not for agricultural purposes or for personal, family or household use. The Collateral will be titled in the state of OH. Buyer's chief place of business is located at STREET 825 West Leffels Lane CITY Springfield COUNTY Clark STATE OH ZIP CODE 45506- Buyer will immediately notify Seller in writing of any change in the above address or location. This contract is entered into in the State of Alabama and is governed by its laws. DELINQUENCY CHARGE For each installment not paid when due, Buyer agrees to pay Seller a delinquency charge calculated thereon at the rate of 1 1/2% per month for the period of delinquency or, at Seller's option, 5% of such installment, provided that such a delinquency charge is not prohibited by law, otherwise at the highest rate Buyer can legally obligate itself to pay and/or Seller can legally collect. Page 2 of 4 of Security Agreement dated on or about May 15, 2003 between Boyd Bros. Transportation Inc. (Buyer) and Kenworth of Dothan, Inc. (Seller) which includes, without limitation, an item of Collateral with the following Vehicle Identification Number: 1XKDDB9X24J050663. BUYER'S INITIALS [ ] Cat. No. 1258A (CA-97) OTIS Version 1.3.0 ORIGINAL FOR PACCAR FINANCIAL CORP. Printed May-14-2003 PACCAR [LOGO] SECURITY AGREEMENT FINANCIAL RETAIL INSTALLMENT CONTRACT - -------------------------------------------------------------------------------- 1. CERTIFICATE OF TITLE - LIENS. Buyer agrees that any Certificate of Title on the Collateral will show Seller's security interest (lien) and will be delivered promptly to Seller. Seller has the right to hold the Certificate of Title until Buyer pays all indebtedness and performs all other obligations under this Contract. Buyer promises not to give any other party a lien or security interest in the Collateral without Seller's written Consent. Buyer promises not to part with possession of, sell or lease the Collateral without Seller's written approval. Buyer hereby (a) agrees that from time to time, at the expense of the Buyer, Buyer will promptly execute and deliver all further instruments and documents, and take all further action that may be necessary or desirable, or that Seller may request, in order to perfect or protect any security interest granted or purported to be granted hereby or to enable Seller to exercise and enforce its rights and remedies hereunder with respect to any Collateral, and (b) grants to Seller the power to sign Buyer's name and on behalf of Buyer to execute and file applications for title, transfers of title, financing statements, notices of lien and other documents pertaining to any or all of the Collateral. 2. ASSIGNMENT. Seller has the right to assign this Contract to PACCAR Financial Corp. If Seller does assign it, PACCAR Financial Corp. will take all of the Seller's right, title and interest under this Contract (including Seller's interest in the Collateral). Thereafter, the term "Seller" in this contract shall mean PACCAR Financial Corp. This means, among other things, that Buyer will be required to make the payments under this Contract directly to PACCAR Financial Corp. Buyer agrees that if Seller assigns this Contract, and PACCAR Financial Corp. sues Buyer to collect any amount Buyer owes to PACCAR Financial Corp. or to enforce any of Buyer's other obligations to PACCAR Financial Corp., Buyer will not assert any claim or defense Buyer has against Seller as a claim, defense, or setoff against PACCAR Financial Corp. 3. INSURANCE. Buyer agrees to keep the collateral continuously insured against fire, theft, collision, and any other hazard Seller specifies by an insurance company Seller has approved. The amount of insurance shall be the full insurable value of the Collateral or the full amount of all obligations this Contract secures, whichever is greater. The insurance policy shall provide, in a form acceptable to Seller, for payment of any loss to Seller. Buyer shall deliver promptly to Seller certificates or, if requested, policies of insurance satisfactory to Seller, each with a loss-payable endorsement naming Seller or its assigns as loss-payee as their interests may appear. The insurance policy shall provide that it can be canceled only after written notice of intention to cancel has been delivered to Seller at least ten (10) days before the cancellation date. If the Collateral is lost or damaged, Seller shall have full power to collect any or all insurance proceeds and to apply them as Seller chooses either to satisfy any obligation secured by this Contract (whether or not due or otherwise matured), or to repair the Collateral. If Buyer obtains insurance from a company Seller has not approved, or fails to obtain any insurance, Seller may (but does not have to) obtain any insurance Seller desires to protect its interests. If Seller does so, Buyer shall reimburse Seller upon demand for its expenses. Seller shall have no liability at all for any losses which occur because no insurance has been obtained or the coverage of the insurance which has been obtained is incomplete. 4. TAXES. Buyer agrees to pay before delinquency all sales and other taxes, license fees and other governmental charges imposed on the Collateral or its sale or use. 5. USE OF COLLATERAL. Buyer agrees to keep the Collateral in good repair; to prevent any waste, loss, damage, or destruction of or to the Collateral; to prevent any unlawful use of the Collateral; and not to make or allow to be made any significant change in the Collateral or in its chassis, body or special equipment, without Seller's written consent. Buyer assumes all risk of damage, loss or destruction of or to the Collateral, whether or not insured against. Seller may examine the collateral wherever located at any time, and Buyer will inform Seller of the Collateral's location upon Seller's request. 6. EXPENSES PAID BY SELLER. Buyer agrees to reimburse Seller upon demand for any expenses paid by Seller such as taxes, insurance premiums, repair bills, title fees, or any expenses incurred under Section 11. Buyer's obligation to pay the expenses shall be secured by this Contract. 7. TRADE-INS. If Buyer has traded in any property, Buyer represents and warrants that the description of it on the front of this Contract is accurate, that the title conveyed is good and its transfer rightful, and that the property is delivered free from any security interest or other lien or encumbrance. 8. NO WARRANTY. If the Vehicle is new, there is no warranty other than that of the manufacturer. If the Vehicle is used, it is sold "AS IS" and "WITH ALL FAULTS". SELLER MAKES NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. UNLESS SET OUT IN WRITING AND SIGNED BY THE SELLER, THERE ARE NO OTHER WARRANTIES EXPRESS OR IMPLIED. 9. ADDITIONS TO COLLATERAL. Anything added to the Collateral, including but not limited to engines, transmissions, tires, wheels, fifth wheels, radios and electrical equipment, tanks and any other body or structure that becomes part of the Collateral, shall constitute "Additions & Accessions" and shall be subject to Seller's security interest. All Additions & Accessions must stay with the Collateral if it is repossessed or returned to Seller. 10. DEFAULT. Time is of the essence in this Contract. The due dates for payments and the performance of the other obligations under this contract are among its most crucial provisions. Buyer shall be in default under this Contract upon the occurrence of any of the following: (a) Buyer fails to pay on or before the due date the full amount of any scheduled payment, taxes, insurance premium, or other obligation secured by this Contract or under any other instrument or agreement; (b) Buyer fails to perform any of Buyer's obligations under this Contract; (c) Any representation Buyer has made in this Contract or in any credit application or financial statement Buyer has given in connection with the credit secured by the Contract turns out to be false; (d) Any check, note or other instrument given for a payment is dishonored when presented for payment; (e) The Collateral is seized or levied upon under any legal or governmental process or proceeding against Buyer or the Collateral; (f) Buyer becomes insolvent or subject to insolvency proceedings as defined in the Uniform Commercial Code or becomes subject to bankruptcy; (g) Buyer defaults in the payment or performance of any other agreement in connection with any other obligation owed to PACCAR Financial Corp. or for borrowed money; or (h) Seller reasonably deems the Collateral in danger of misuse, confiscation, damage, or destruction. 11. REMEDIES. If Buyer defaults under this Contract, Seller may, at its option, with or without notice to Buyer: (a) Declare this Contract to be in default; (b) Declare the entire amount of the unpaid Time Balance, after deducting unearned Time Price Differential in accordance with the applicable state law, and other charges and indebtedness secured by this Contract immediately due and payable, without protest, presentment demand or notice (including but not limited to notice of intent to accelerate and notice of acceleration), all of which Buyer waives; and (c) Exercise all of the rights and remedies of a secured party under the Uniform Commercial Code and any other applicable laws. In addition to the foregoing and any other rights Seller has under the law in effect at the time of default, the following provisions shall apply: (a) On Seller's demand, Buyer shall deliver possession of the Collateral to Seller at a place Seller designates reasonably convenient to both parties. (b) Seller may enter any premises, where the Collateral may be found and take possession of it without notice, demand, or legal proceedings, provided such entry is in compliance with the law. (c) Seller shall give Buyer at least ten (10) days written notice of any sale of the Collateral, which Buyer agrees to be reasonable notice. Notice shall be given at the address specified in this Contract or other such address as Buyer may specify in writing to Seller. Notice shall be effective when deposited in the mails, postage prepaid, addressed as provided above. (d) Expense of retaking, holding, preparing for sale, selling and the like shall include, to the fullest extent permitted by law, (i) the fees of any attorneys retained by Seller, and (ii) all other legal expenses incurred by Seller. (e) Buyer agrees that it is liable for and will promptly pay any deficiency resulting from any disposition or the Collateral after default. 12. NO WRONGFUL POSSESSION. Buyer agrees that if Seller repossesses the Collateral or otherwise obtains possession of it, Seller will not be in wrongful possession of any property contained in the Collateral or attached to it in which Seller does not have a security interest. Seller agrees to make any such property available for Buyer to take back at a place reasonably convenient to both parties. 13. VARIATIONS OF CONTRACT. No provision of this Contract may be changed or amended unless by a written contract signed by Seller. Seller's acceptance of late payments does not mean that Seller is obligated to accept any late payments in the future. No waiver of any default shall operate as a waiver of any other default. 14. ENTIRE AGREEMENT: SEVERABILITY. This Contract and the attached Exhibits and Addenda is the complete and exclusive statement of rights and duties between Seller and Buyer. If any provision is held unenforceable, it shall be deemed omitted without affecting the enforceability of the remaining provisions. - -------------------------------------------------------------------------------- Page 3 of 4 of Security Agreement dated on or about May 15, 2003 between Boyd Bros. Transportation Inc. (Buyer) and Kenworth of Dothan, Inc. (Seller) which includes, without limitation, an item of Collateral with the following Vehicle Identification Number: 1XKDDB9X24J050663. - -------------------------------------------------------------------------------- BUYER'S INITIALS Cat No. 1258A OTIS Version 1.3.0 ORIGINAL FOR PACCAR FINANCIAL CORP. Printed May-14-2003 SECURITY AGREEMENT [PACCAR FINANCIAL LOGO] RETAIL INSTALLMENT CONTRACT - -------------------------------------------------------------------------------- 15. BAD CHECKS. Whenever a check, draft or order given by or on behalf of Buyer for the purpose of payment of any obligation arising under this Contract has been dishonored for lack of funds or credit to pay the item, or because the account has been closed, or for any other reason, Seller or its assigns will assess and Buyer will promptly pay a $50 fee per dishonored item, or the maximum amount allowed by applicable state law, if lower. 16. CROSS COLLATERAL. Buyer grants to Seller and any assignee of Seller a security interest in the Collateral to secure the payment and performance of all absolute and all contingent obligations and liabilities of Buyer to Seller or to such assignee of Seller, now existing or hereafter arising, whether under this Contract or any other agreement and whether due directly or by assignment; provided, however, upon any assignment of the Contract by Seller, the assignee shall be deemed, for the purpose of this paragraph, the only party with a security interest in the Collateral. 17. TIME PRICE DIFFERENTIAL. The effective daily Time Price Differential ("TPD") shall be based on and shall vary with fluctuations in the LIBOR Rate. The applicable rate of interest ("Buyer's Rate") shall be equal to the LIBOR Rate applicable to that date plus 2.35% percent per annum, compounded daily on the unpaid balance. The TPD due each month shall be equal to the sum of the daily TPDs for the month. As used in this calculation, "LIBOR Rate" shall mean the London Interbank Offered Rates for one (1) month maturities as reported in the Money Rates section of the Wall Street Journal. The LIBOR Rate reported on the first business day of each calendar month shall be used to determine The Buyer's Rate during the month. Based on the initial Buyer's Rate and assuming that all payments are timely made, the aggregate TPD will be $80,683.40. Fluctuations in LIBOR, as well as early or late payments over the term of the Contract will cause the actual aggregate TPD, the Time Balance and Total Time Sale Price to be different than disclosed. Any delay in payment or increase in LIBOR could cause those amounts to be greater than disclosed, resulting in a larger final or "balloon" payment. Early payments or reductions in LIBOR could cause those amounts to be less than disclosed, resulting in a smaller final or "balloon" payment or reduced number of payments. If Buyer has requested a fixed payment schedule, the amount of the periodic payments will be based upon an interest rate fixed solely for that purpose. Differences between this rate and Buyer's Rate will be accounted for by an adjustment in the final or "balloon" payment and/or the number of payments. In no event shall Buyer be required to pay interest in excess of the maximum rate allowed by law of the state having jurisdiction over the transaction. The intention of the parties is to conform strictly to applicable state usury laws, which may reduce the Buyer's Rate to the maximum amount allowed under such usury laws now or hereafter in effect. 18. FINANCIAL INFORMATION. Buyer agrees to furnish Seller promptly with any financial statements or other information which Seller may reasonably request from time to time. Any information and all financial statements will be prepared on a basis of generally accepted accounting principles, and will be complete and correct and present Buyer's financial condition as of the date thereof. Seller may at any reasonable time examine the books and records of Buyer and make copies thereof. 19. CHATTEL PAPER. This specific Security Agreement is to be sold only to PACCAR Financial Corp. and is subject to the security interest of PACCAR Financial Corp. The only copy of this Security Agreement which constitutes Chattel Paper for all purposes of the Uniform Commercial Code is the copy marked "ORIGINAL FOR PACCAR FINANCIAL CORP." which is delivered to and held by PACCAR Financial Corp. Any change in the name of the assignee of this Security Agreement from PACCAR Financial Corp. shall render the copy of this Security Agreement so changed VOID and of no force and effect. No assignee or secured party other than PACCAR Financial Corp. will under any circumstances acquire any rights in, under or to this Security Agreement or any sums due hereunder, except that PACCAR Financial Corp. may, by a separate written assignment signed by PACCAR Financial Corp., assign its interest received hereunder. 20. PREPAYMENT FEE. 21. MISCELLANEOUS. (a) This Contract shall be binding, jointly and severally, upon all parties described as the "Buyer" and their respective heirs, executors, representatives, successors and assigns and shall inure to the benefit of PFC, its successors and assigns. (b) This Contract and any other evidence of the indebtedness given in connection herewith may be assigned by Seller to a third party without notice to Buyer and Buyer hereby waives any defense, counterclaim or cross-complaint by Buyer against any assignee, agreeing that Seller shall be solely responsible therefor. c) Buyer acknowledges receipt of a true copy of this contract, and waives acceptance hereof. NOTICE - SEE ALL PAGES FOR IMPORTANT TERMS WHICH ARE PART OF THIS CONTRACT. WARNING: LIABILITY INSURANCE FOR BODILY INJURY AND PROPERTY DAMAGE CAUSED TO OTHERS NOT INCLUDED UNDER THIS CONTRACT. NOTICE TO BUYER 1. DO NOT SIGN THIS CONTRACT BEFORE YOU HAVE READ IT OR IF IT CONTAINS ANY BLANK SPACES. 2. YOU ARE ENTITLED TO AN EXACT COPY OF THE CONTRACT YOU SIGN. 3. UNDER THE LAW YOU HAVE THE RIGHT TO PAY OFF IN ADVANCE THE FULL AMOUNT DUE AND OBTAIN A PARTIAL REFUND OF THE FINANCE CHARGE (TIME PRICE DIFFERENTIAL). 4. KEEP THIS CONTRACT TO PROTECT YOUR LEGAL RIGHTS. BUYER ACKNOWLEDGES THAT A TRUE COPY OF THIS CONTRACT HAS BEEN RECEIVED, READ, AND WAS COMPLETELY FILLED IN BEFORE BEING SIGNED. SELLER: KENWORTH OF DOTHAN, INC. BUYER: BOYD BROS. TRANSPORTATION INC. TAX ID: 63-6006515 BY: BY: /s/ Richard Bailey -------------------------------- --------------------------------- Allyson L. Moore, Richard Bailey, CFO Truck Billing Manage DATE: May 15, 2003 DATE: May 15, 2003 BY: TITLE: ----------------------- ------ DATE: May 15, 2003 - -------------------------------------------------------------------------------- Page 4 of 4 of Security Agreement dated on or about May 15, 2003 between Boyd Bros. Transportation Inc. (Buyer) and Kenworth of Dothan, Inc. (Seller) which includes, without limitation, an item of Collateral with the following Vehicle Identification Number: 1XKDDB9X24J050663. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- ORIGINAL FOR PACCAR FINANCIAL CORP. Cat. No. 1258A (CA-97) OTIS Version 1.3.0 Printed May-14-2003 [PACCAR SECURITY AGREEMENT FINANCIAL LOGO] SCHEDULE E: EQUIPMENT LISTING ================================================================================ This Schedule E is affixed to and made part of the Security Agreement Retail Installment Contract dated May 15, 2003 by and between KENWORTH OF DOTHAN, INC. ("Seller") and BOYD BROS. TRANSPORTATION INC. ("Buyer") covering the equipment as described below:

- -------------------------------------------------------------------------------------------------- DESCRIPTION OF PURCHASED EQUIPMENT - -------------------------------------------------------------------------------------------------- YEAR MAKE MODEL VEHICLE IDENTIFICATION NUMBER NEW/USED PRICE OF VEHICLE - -------------------------------------------------------------------------------------------------- 2004 Kenworth T8006607 1XKDDB9X24J050663 New $83,407.00 2004 Kenworth T8006608 1XKDDB9X44J050664 New $83,407.00 2004 Kenworth T8006609 1XKDDB9X64J050665 New $83,407.00 2004 Kenworth T8006610 1XKDDB9X84J050666 New $83,407.00 2004 Kenworth T8006611 1XKDDB9XX4J050667 New $83,407.00 2004 Kenworth T8006612 1XKDDB9X14J050668 New $83,407.00 2004 Kenworth T8006613 1XKDDB9X34J050669 New $83,407.00 2004 Kenworth T8006614 1XKDDB9XX4J050670 New $83,407.00 2004 Kenworth T8006615 1XKDDB9X14J050671 New $83,407.00 2004 Kenworth T8006616 1XKDDB9X34J050672 New $83,407.00 - -------------------------------------------------------------------------------------------------- TOTAL: $834,070.00 - --------------------------------------------------------------------------------------------------

- -------------------------------------------------------------------------------------------------- DESCRIPTION OF TRADE-IN EQUIPMENT - -------------------------------------------------------------------------------------------------- YEAR MAKE MODEL VEHICLE IDENTIFICATION NUMBER ALLOWANCE PAYOFF PAYOFF DUE TO - -------------------------------------------------------------------------------------------------- TOTAL: $0.00 $0.00 - --------------------------------------------------------------------------------------------------

SELLER: KENWORTH OF DOTHAN, INC. BUYER: BOYD BROS. TRANSPORTATION INC. TAX ID: 63-6006515 BY: BY: /s/ Richard Bailey ---------------------------------- ---------------------------------- Allyson L. Moore, Truck Billing Manage Richard Bailey, CFO DATE: May 15, 2003 DATE: May 15, 2003 BY: TITLE: ------------------- -------- DATE: May 15, 2003 Cat. No. 9877A (C5-97) OTIS Version 1.3.0 ORIGINAL FOR PACCAR FINANCIAL CORP. Printed May-14-2003 EX-10.4 6 g84340exv10w4.txt EX-10.4 PACCAR FINANCIAL AGREEMENT 05/23/03 EX 10.4 [PACCAR FINANCIAL LOGO] DIRECT LOAN SECURITY AGREEMENT - -------------------------------------------------------------------------------- This DIRECT LOAN SECURITY AGREEMENT ("Security Agreement"), made on May 23, 2003 by and between BOYD BROTHERS TRANSPORTATION, INC. a business with its principal place of business at 3275 HIGHWAY 30, CLAYTON, ALABAMA 36016 ("Debtor") and PACCAR FINANCIAL CORP. a Washington corporation with an address at 777 106TH AVE. NE, BELLEVUE, WASHINGTON 98004 ("Secured Party"). 1. INDEBTEDNESS. For value received, Debtor promises to pay Secured Party at its office located at the address stated above or such other place as Secured Party designates. The amount owed herein shall be repaid in consecutive installments (including both principal and interest) as follows:

- -------------------------------------------------------------------------------- INSTALLMENTS - -------------------------------------------------------------------------------- PAYMENT DATE NUMBER OF PAYMENTS PAYMENT AMOUNT - -------------------------------------------------------------------------------- Jul 18, 2003 72 $3,968.18 - --------------------------------------------------------------------------------

beginning July 18, 2003 and on the same day of each month thereafter (each a "Payment Date") until June 18, 2009, when the entire unpaid balance of principal and interest, plus any other accrued charges, shall become due and payable. The original principal balance herein is $252,345.00, and interest paid on the unpaid principal balance from and including the date hereof at the LIBOR Rate (as more fully defined herein), plus 2.85% per annum. Interest start date is June 18, 2003. As used herein, "LIBOR" shall mean the London Interbank Offered Rates for one (1) month maturities as reported in the Money Rates section of the Wall Street Journal. The LIBOR reported on the first business day of each calendar month shall be used to determine Debtor's rate during that month. The interest accrued may vary each month based on the timeliness of receipt of payments compared to the Payment Dates outlined above and fluctuations in the selected rate. Late payments or a higher rate will cause total interest paid to be higher than originally expected and early payments or a lower rate will cause total interest to be lower than originally expected. The final payment will be adjusted to reflect the timeliness of payment receipt and fluctuations in the selected rate. The principal balance includes one or more official fees in the total amount of $0.00, a document preparation fee of $300.00, and the cost of financing a Preventive Maintenance Customer Agreement in the amount of $0.00. Debtor may prepay in full, but not in part, its entire indebtedness hereunder upon payment of a premium equal to 1/12 of 1% (.00083) of the current principal balance at the time of such prepayment multiplied by the number of full months remaining in the term of the Security Agreement, provided that such prepayment penalty is not prohibited by applicable state law, otherwise at the highest prepayment penalty Debtor can legally obligate itself to pay and/or Secured party can legally collect. 2. USE OF PROCEEDS. Secured Party is hereby irrevocably authorized and directed to disburse the proceeds of this Security Agreement as follows:

- -------------------------------------------------------------------------------- AMOUNT PAYEE NAME PAYEE ADDRESS - -------------------------------------------------------------------------------- $117,420.00 Fontaine Trailer Company P.O. Box 98710, Chicago, Illinois 60693 67,312.50 Boyd Brothers Transportation, Inc 3275 Highway 30, Clayton, Alabama 36016 67,312.50 Till Fab LTD (fed ex funds) RR#3, Norwich, Ontario N0J1P0 300.00 PACCAR Financial Corp. 3805 Crestwood Pkwy St 300, Duluth, Georgia 30096 - --------------------------------------------------------------------------------

Debtor hereby acknowledges and agrees that the proceeds of this Security Agreement will be used for commercial or business purposes and will not be used for personal, family or household purposes. Secured Party may disburse the proceeds using checks, drafts, orders, transfer funds, or any other method or media Secured Party deems desirable. Disbursement may be made in Secured Party's name on Debtor's behalf or in Debtor's name. Disbursement in accordance with the above instructions or any written supplement to these instructions will constitute payment and delivery to and receipt by Debtor of all such proceeds. 3. SECURED INDEBTEDNESS. This Security Agreement secures the payment of the indebtedness set forth above and any and all other obligations and liabilities of Debtor to Secured Party whether due or to become due, direct or contingent, now existing or hereafter incurred of any nature whatsoever, including without limitation all legal fees, court costs and expenses of whatever kind incident to the collection of any of said indebtedness or "Indebtedness"). Without limiting the generality of the foregoing, this Security Agreement secures the payment of all amounts which constitute part of the Indebtedness and would be owed by Debtor to Secured Party but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving Debtor. - -------------------------------------------------------------------------------- DEBTOR: Boyd Brothers Transportation, Inc. DEBTOR'S INITIALS CONTRACT DATE: May 23, 2003 Page 1 of 5 [ILLEGIBLE] - -------------------------------------------------------------------------------- ACT. NO. 9726 (R9-00) CLASS 170 [PACCAR FINANCIAL LOGO] DIRECT LOAN SECURITY AGREEMENT - -------------------------------------------------------------------------------- 4. GRANT OF SECURITY INTEREST. Debtor hereby grants to Secured Party, its successors and assigns forever, a security interest in and against the following equipment, motor vehicles, fixtures, goods, general intangibles, and any additions, attachments, accessories and accessions thereto, any substitutions, replacements or exchanges therefor, and any and all proceeds of any and all other of the foregoing and, to the extent not otherwise included, all (a) payments under insurance (whether or not Secured Party is the loss payee thereof), or any indemnity, warranty or guaranty, payable by reason of loss or damage to or otherwise with respect to any of the foregoing and (b) cash, all of which property and proceeds is hereinafter individually and collectively referred to as the "Collateral": DESCRIPTION OF COLLATERAL

YEAR MAKE MODEL VEHICLE IDENTIFICATION COMMENT - ---- ---- ----- ---------------------- -------

*************************SEE COLLATERAL ADDENDUM*************************** 5. RIGHTS OF SECURED PARTY IN THE COLLATERAL. The surrender of any document evidencing the Indebtedness or any other obligation or liability secured hereby, upon payment or otherwise, shall not affect the rights of Secured Party to retain the Collateral for such other obligations and liabilities as may then exist. Any third person at any time and from time to time holding all or a portion of the Collateral shall be deemed to be holding and shall hold the Collateral as the agent of, and as pledge holder for, Secured Party. At any time and from time to time, Secured Party may give notice to any third person holding all or any portion of the Collateral that such third person is holding the Collateral as the agent of, and as pledge holder for, Secured Party. 6. DEBTOR REPRESENTATIONS AND WARRANTIES. Debtor represents and warrants as follows: (a) If Debtor is a corporation, (i) it is duly organized, validly existing and in good standing in its state of incorporation and is authorized to conduct its business in all of the jurisdictions wherever it engages in such business, and (ii) this Security Agreement is executed pursuant to authority of its Board of Directors and with the consent of its shareholders; (b) Debtor is the legal and beneficial owner of the Collateral free and clear of any lien, security interest, option or other charge or encumbrance except for the security interest created by this Security Agreement. No effective financing statement or other document similar in effect covering all or any part of the Collateral is on file in any recording office, except as may have been filed in favor of Secured Party relating to this Security Agreement. Debtor has no trade names other than those previously disclosed to Secured Party; (c) Debtor has exclusive possession and control of the Collateral; (d) This Security Agreement creates a valid first priority security interest in the Collateral, securing the payment of the Indebtedness, and all filings and other actions necessary or desirable to perfect and protect such security interest have been duly taken; (e) No consent of any other person or entity and no authorization, approval, or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the perfection or maintenance of the security interest created hereby (including the first priority nature of such security interest); (f) There are no conditions precedent to the effectiveness of this Security Agreement that have not been satisfied or waived; (g) the Collateral will be titled in the State of Tennessee; (h) Debtor will immediately notify Secured Party in writing of any change in Debtor's principal place of business identified above; and (i) this Security Agreement is entered into in the State of Georgia and is governed by its laws. 7. CERTIFICATE OF TITLE-LIENS. Debtor agrees that any Certificate of Title on the Collateral will show Secured Party's security interest (lien) and will be delivered promptly to Secured Party. Secured Party shall hold the Certificate of Title until Debtor pays all of the Indebtedness and performs all other obligations under this Security Agreement. Debtor promises not to give any other party a lien or security interest in the Collateral without Secured Party's written consent. Debtor promises not to part with possession of, sell or lease the Collateral without Secured Party's written consent. Debtor hereby (a) agrees that from time to time, at the expense of the Debtor, Debtor will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or desirable, or that Secured Party may request, in order to perfect or protect any security interest granted or purported to be granted hereby or to enable Secured Party to exercise and enforce its rights and remedies hereunder with respect to any Collateral, and (b) grants to Secured Party the power to sign Debtor's name and on behalf of Debtor to execute and file applications for title, transfers of title, financing statements, notices of lien and other documents pertaining to any or all of the Collateral. 8. INSURANCE. Debtor shall keep the Collateral continuously insured against fire, theft, collision, and any other hazard Secured Party specifies by any insurance company Secured Party has approved. The amount of insurance shall be the full insurable value of the Collateral or the full amount of all obligations this Security Agreement secures, whichever is greater. Debtor agrees to deliver promptly to Secured Party certificates or, if requested, policies of insurance satisfactory to Secured Party, each with a standard long-form loss-payable endorsement naming Secured Party or assigns as loss-delivered to Secured Party at least ten (10) days before the cancellation date. If the Collateral is lost or damaged, Secured Party shall have full power to collect any or all insurance proceeds and to apply them as Secured Party chooses either (i) to satisfy any obligation secured by this Security Agreement (whether or not due or otherwise matured), or (ii) to repair the Collateral. If Debtor obtains insurance from a company Secured Party has not approved, or fails to obtain any insurance, Secured Party may (but does not have to) obtain any insurance Secured Party desires to protect its interests. If Secured Party does so, Debtor shall reimburse Secured Party upon demand for its expenses. Secured Party shall have no liability at all for any losses which occur because no insurance was obtained or any insurance which has been obtained is incomplete. 9. TAXES. Debtor agrees to pay before delinquency all taxes, license fees and other governmental charges imposed on the Collateral or its sales or use. - ------------------------------------------------------------------------------- DEBTOR: Boyd Brothers Transportation, Inc. DEBTOR'S INITIALS CONTRACT DATE: May 23, 2003 Page 2 of 5 [illegible] - ------------------------------------------------------------------------------- ACT. NO. 9726 (R9-00) CLASS 170 [PACCAR FINANCIAL LOGO] DIRECT LOAN SECURITY AGREEMENT - -------------------------------------------------------------------------------- 10. USE OF COLLATERAL. Debtor shall keep the Collateral in good repair, shall prevent any waste, loss, damage, or destruction of or to the Collateral, shall prevent any unlawful use of the Collateral, and shall not make or allow to be made any significant change in the Collateral or its chassis, body, or special equipment, without Secured Party's written consent. Debtor assumes all risk of damage, loss, or destruction of or to the Collateral, whether or not insured against. Secured Party may examine the Collateral wherever located at any time, and Debtor will inform Secured Party of the Collateral's location upon Secured Party's request. 11. EXPENSE PAID BY SECURED PARTY. Debtor agrees to reimburse Secured Party upon demand for any expenses paid by Secured Party such as taxes, insurance premiums, repair bills, title fees, the expenses set forth in Section 16(d) hereof and any other expenses necessary to protect Secured Party's security interest in the Collateral. Debtor's obligation to pay the expenses shall be secured by this Security Agreement. 12. NO WARRANTY. If the Collateral is new, there is no warranty other than that of the manufacturer. If the Collateral is used, it is sold "AS IS" and "WITH ALL FAULTS." SECURED PARTY MAKES NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, UNLESS SET OUT IN WRITING AND SIGNED BY SECURED PARTY. THERE ARE NO, OTHER WARRANTIES EXPRESS OR IMPLIED. 13. ADDITIONS TO COLLATERAL. Anything added to the Collateral, including but not limited to engines, transmissions, tires, wheels, fifth wheels, radios and electrical equipment, tanks and any other body or structure, becomes part of the Collateral and is subject to Secured Party's security interest, and must stay with the Collateral if repossessed or returned to Secured Party. 14. PAYMENT APPLICATION AND DELINQUENCY CHARGES. All payments shall be applied first to interest and then to principal. For each installment not paid when due, Debtor agrees to pay Secured Party a delinquency charge calculated thereon at the rate of 1-1/2% per month for the period of delinquency or, at Secured Party's option, 5% of such installment (but under no circumstances shall the delinquency charge exceed $10 for contracts governed by Arizona law, $25 for contracts governed by Nebraska law, nor, for contracts governed by Pennsylvania law, 4% of each overdue installment, per month, for the period of delinquency), provided that such a delinquency charge is not prohibited by law, otherwise at the highest rate Debtor can legally obligate itself to pay and/or Secured Party can legally collect. 15. DEFAULT. Time is of the essence of this Security Agreement. The due dates for payments and the performance of the other obligations under this Security Agreement are among its most crucial provisions. Debtor shall be in default under this Security Agreement upon the occurrence of any of the following: (a) Debtor fails to pay on or before the due date the full amount of any scheduled payment, taxes, insurance premium, or other obligation secured by this Security Agreement; (b) Debtor fails to perform any of Debtor's obligations under this Security Agreement; (c) Any representation Debtor has made in this Security Agreement or in any credit application or financial statement Debtor has given to Secured Party in connection with the credit secured by this Security Agreement turns out to be false; (d) Any check, note or other instrument given for a payment is dishonored when presented for payment; (e) The Collateral is seized or levied upon under any legal or governmental process or proceeding against Debtor or the Collateral; (f) Debtor becomes insolvent or subject to insolvency proceedings as defined in the Uniform Commercial Code or becomes subject to bankruptcy; (g) Debtor defaults in the payment or performance of any other agreement in connection with any other obligation for borrowed money; or (h) Secured Party reasonably deems the Collateral in danger of misuse, confiscation, damage, or destruction. 16. REMEDIES. In the event of an event of default, Secured Party may declare the entire indebtedness secured by this Security Agreement immediately due and payable, without protest, presentment, notice, or demand, all of which Debtor waives. All sums remaining unpaid in the agreed or accelerated date of maturity shall bear interest at the rate of 1-1/2% per month, provided that such a rate is not prohibited by law, otherwise at the highest lawful contract rate. If Debtor defaults under this Security Agreement, in addition to the rights that Secured Party has under the law in effect at the time of default, the following provisions shall apply: (a) On Secured Party's demand, Debtor shall deliver possession of the Collateral to Secured Party at a place Secured Party designates reasonably convenient to both parties: (b) Secured Party may enter any premises where the Collateral may be found and take possession of it without notice, demand, or legal proceedings: (c) Secured Party shall give Debtor at least ten (10) days written notice of any sale of the Collateral, which Debtor agrees to be reasonable notice. Notice shall be given at the address specified in this Security Agreement or other such address that Debtor may have previously specified in writing to Secured Party. Notice shall be effective when deposited in the mails, postage prepaid, addressed as provided above: (d) Expenses of retaking, holding, preparing for sale, selling and the like shall include (i) the fees of any attorneys retained by Secured Party and (ii) all other legal expenses incurred by Secured Party. Debtor agrees that it shall be liable for and shall promptly pay any deficiency resulting from any disposition of the Collateral after default. 17. NO WRONGFUL POSSESSION. Debtor agrees that if Secured Party repossesses the Collateral or otherwise obtains possession of it, Secured Party will not be in wrongful possession of any property contained in the Collateral or attached to it in which Secured Party does not have a security interest. Secured Party agrees to make any such property available to Debtor to take back at a place reasonably convenient to both parties. - -------------------------------------------------------------------------------- DEBTOR: Boyd Brothers Transportation, Inc. DEBTOR'S INITIALS CONTRACT DATE: May 23, 2003 Page 3 of 5 [ILLEGIBLE] - -------------------------------------------------------------------------------- ACT. NO. 9726 (R9-00) CLASS 170 [PACCAR DIRECT LOAN SECURITY AGREEMENT FINANCIAL LOGO] - -------------------------------------------------------------------------------- 18. VARIATIONS OF CONTRACT. No provision of this Security Agreement may be changed or amended unless by a written contract signed by Secured Party. Secured Party's acceptance of late payments does not mean that Secured Party is obligated to accept late payments in the future. No waiver of any default shall operate as a waiver of any other default. 19. ENTIRE AGREEMENT: SEVERABILITY. This Security Agreement is the complete and exclusive statement of rights and duties between Debtor and Secured Party. If any provision is held unenforceable, it shall be deemed omitted without affecting the enforceability of the remaining provisions. 20. BAD CHECKS. Whenever a check, draft or order given by or on behalf of Debtor, for the purpose of payment of any obligation arising under this Security Agreement, has been dishonored for lack of funds or credit to pay the same or the maker, issuer or drawer has no account with the drawee, Secured Party may collect from Debtor a reasonable handling fee, not to exceed the maximum amount allowed by law in the state chosen by the parties to govern this Security Agreement. 21. CROSS COLLATERAL. Debtor grants to Secured Party a security interest in all collateral securing the payment and performance on any and all absolute or contingent obligations and liabilities of Debtor to Secured Party, now existing or hereinafter arising, whether under this Security Agreement or any other agreement between Debtor and Secured Party, including, but not limited to, security agreement retail installment contracts and equipment lease agreements. 22. MISCELLANEOUS. (a) This Security Agreement shall be binding, jointly and severally, upon all parties described as the "Debtor" and their respective heirs, executors, representatives, successors and assigns, and shall inure to the benefit of Secured Party, its successors and assigns. (b) This Security Agreement and any other evidence of the Indebtedness given in connection herewith may be assigned without notice to Debtor and Debtor hereby waives any defense, counterclaim or cross-complaint by Debtor against any assignee, agreeing that Secured Party shall be solely responsible therefor. (c) Debtor waives all homestead and other property exemption laws. (d) Debtor agrees to furnish its annual financial statements and such interim statements as Secured Party may require in form satisfactory to Secured Party. Any and all financial statements will be prepared on a basis of generally accepted accounting principles, and will be complete and correct and fairly present Debtor's financial condition as of the date thereof. Secured Party may at any reasonable time examine the books and records of Debtor and make copies thereof. (e) Debtor acknowledges receipt of a true copy of this Security Agreement, and waives acceptance hereof. (f) This Security Agreement shall continue in full force and effect for so long as there shall remain in existence obligations or liabilities from Debtor to Secured Party and for so long after the payment of all outstanding obligations and liabilities as it is reasonably contemplated that there may be future obligations and liabilities between Debtor and Secured Party, which future obligations and liabilities shall be secured by the security interest granted in this Security Agreement. (g) This Security Agreement may be executed in one or more counterparts, each of which may be deemed to be the original instrument, but all of which together shall constitute but one instrument, and only one set of rights, duties and obligations shall arise therefrom. 23. ADDITIONAL STATE-SPECIFIC PROVISIONS. For purposes of Florida law, the term "principal balance" shall mean the "amount financed," i.e., the amount of credit provided to you. For purposes of Texas law, the term "principal balance" shall mean the "unpaid balance" i.e., the amount financed. Texas document preparation fee disclosure: "A DOCUMENTARY FEE IS NOT AN OFFICIAL FEE. A DOCUMENTARY FEE IS NOT REQUIRED BY LAW, BUT MAY BE CHARGED TO BUYERS FOR HANDLING DOCUMENTS AND PERFORMING SERVICES RELATING TO THE CLOSING OF A SALE. A DOCUMENTARY FEE MAY NOT EXCEED $50 FOR A MOTOR VEHICLE CONTRACT OR A REASONABLE AMOUNT AGREED TO BY THE PARTIES FOR A HEAVY COMMERCIAL VEHICLE CONTRACT. THIS NOTICE IS REQUIRED BY LAW." - -------------------------------------------------------------------------------- DEBTOR: Boyd Brothers Transportation, Inc. DEBTOR'S INITIALS CONTRACT DATE: MAY 23, 2003 Page 4 of 5 [ILLEGIBLE] - -------------------------------------------------------------------------------- ACT. NO. 9726 (R9-00) CLASS 170 [PACCAR FINANCIAL LOGO] DIRECT LOAN SECURITY AGREEMENT - -------------------------------------------------------------------------------- NOTICE TO DEBTOR 1. LIABILITY INSURANCE FOR BODILY INJURY AND PROPERTY DAMAGE CAUSED TO OTHERS NOT INCLUDED UNDER THIS CONTRACT. 2. DO NOT SIGN THIS SECURITY AGREEMENT BEFORE YOU HAVE READ IT OR IF IT CONTAINS ANY BLANK SPACES. 3. YOU ARE ENTITLED TO AN EXACT COPY OF THE SECURITY AGREEMENT YOU SIGN. 4. UNDER THE LAW, YOU HAVE THE RIGHT: (A) TO PAY OFF IN ADVANCE THE FULL AMOUNT AND MAY OBTAIN A PARTIAL REFUND OF THE FINANCE CHARGE; (B) TO REDEEM THE PROPERTY IF REPOSSESSED FOR A DEFAULT; AND (C) TO REQUIRE, UNDER CERTAIN CONDITIONS, A RESALE OF THE PROPERTY, IF REPOSSESSED. 5. KEEP THIS SECURITY AGREEMENT TO PROTECT YOUR LEGAL RIGHTS. 6. NOTICE REQUIRED FOR CONTRACTS GOVERNED BY ARIZONA LAW: SELLER IS REGULATED BY THE ARIZONA STATE BANKING DEPARTMENT, AND COMPLAINTS CONCERNING THIS CONTRACT MAY BE MADE TO THAT AGENCY AT 2910 N. 44TH STREET, SUITE 310, PHOENIX, AZ 85018 ((602) 255-4421). 7. NOTICE REQUIRED FOR CONTRACTS GOVERNED BY TEXAS LAW: To contact PACCAR Financial Corp. about this account, call (940) 484-8100. This contract is subject in whole or in part to Texas law, which is enforced by the Consumer Credit Commissioner, 2601 North Lamar, Austin, TX 78705 ((713) 461-4074). DEBTOR ACKNOWLEDGES THAT A TRUE COPY OF THIS SECURITY AGREEMENT HAS BEEN RECEIVED, READ, AND WAS COMPLETELY FILLED IN BEFORE BEING SIGNED. IN WITNESS WHEREOF, Debtor and Secured Party, intending to be legally bound hereby, have duly executed this Security Agreement as of the day and year first above written. - -------------------------------------------------------------------------------- SECURED PARTY: DEBTOR: PACCAR FINANCIAL CORP. BOYD BROTHERS TRANSPORTATION, INC. - -------------------------------------------------------------------------------- BY: BY: /s/ Richard Bailey ------------------------------------ ------------------------------------ NAME: NAME: Richard Bailey - -------------------------------------------------------------------------------- TITLE: TITLE: CFO - -------------------------------------------------------------------------------- DATE: DATE: May 23, 2003 May 23, 2003 - -------------------------------------------------------------------------------- TAX ID: 63-6006515 ------------------------------------ - -------------------------------------------------------------------------------- DEBTOR: Boyd Brothers Transportation, Inc. DEBTOR'S INITIALS CONTRACT DATE: May 23, 2003 Page 5 of 5 - -------------------------------------------------------------------------------- ACT. NO. 9726 (R9-00) CLASS 170 [PACCAR DIRECT LOAN SECURITY AGREEMENT FINANCIAL LOGO] COLLATERAL ADDENDUM - -------------------------------------------------------------------------------- This Collateral Addendum is annexed to and made part of a Direct Loan Security Agreement dated May 23, 2003 by and between PACCAR FINANCIAL CORP. as "Secured Party" and BOYD BROTHERS TRANSPORTATION, INC. as "Debtor" and describes collateral in which Debtor grants Secured Party a security interest under the terms and conditions of Paragraphs 3 and 4 of the Direct Loan Security Agreement: DESCRIPTION OF COLLATERAL

YEAR MAKE MODEL VEHICLE IDENTIFICATION COMMENT - ---- ---- ----- ---------------------- ------- 2003 Fontaine Flatbed 13N14830341519378 2003 Fontaine Flatbed 13N14830541519379 2003 Fontaine Flatbed 13N14830541519382 2003 Fontaine Flatbed 13N14830241519386 2003 Fontaine Flatbed 13N14830441519390 2003 Fontaine Flatbed 13N14830641519391 2003 Fontaine Flatbed 13N14830341519395 2003 Fontaine Flatbed 13N14830741519402 2003 Fontaine Flatbed 13N14830941519403 2003 Fontaine Flatbed 13N14830241519405 2003 Fontaine Flatbed 13N14830441519406 2003 Fontaine Flatbed 13N14830641519410 Til Fab Flatdeck Roll Tites 84025 Til Fab Flatdeck Roll Tites 84322 Til Fab Flatdeck Roll Tites 84027 Til Fab Flatdeck Roll Tites 48890 Til Fab Flatdeck Roll Tites 48917 Til Fab Flatdeck Roll Tites 84341 Til Fab Flatdeck Roll Tites 48892 Til Fab Flatdeck Roll Tites 50303 Til Fab Flatdeck Roll Tites 84319 Til Fab Flatdeck Roll Tites 84314 Til Fab Flatdeck Roll Tites 84030 Til Fab Flatdeck Roll Tites 84318

- -------------------------------------------------------------------------------- SECURED PARTY: DEBTOR: PACCAR FINANCIAL CORP. BOYD BROTHERS TRANSPORTATION, INC. - -------------------------------------------------------------------------------- By: By: /s/ Richard Bailey -------------------------------------- ----------------------------------- NAME: NAME: Richard Bailey - -------------------------------------------------------------------------------- TITLE: TITLE: CFO - -------------------------------------------------------------------------------- DATE: DATE: May 23, 2003 May 23, 2003 - -------------------------------------------------------------------------------- TAX ID: 63-6006515 ----------------------------------- - -------------------------------------------------------------------------------- DEBTOR: Boyd Brothers Transportation, Inc. CONTRACT DATE: May 23, 2003 Page 1 of 1 - -------------------------------------------------------------------------------- ACT. NO. 9728 (R9-00) [PACCAR INSURANCE APPENDIX FINANCIAL LOGO] COMPREHENSIVE AND COLLISION SELF INSURANCE - -------------------------------------------------------------------------------- This appendix is attached to and incorporated into the Direct Loan Security Agreement (Security Agreement) dated May 23, 2003 between BOYD BROTHERS TRANSPORTATION, INC. ("Debtor") and PACCAR FINANCIAL CORP. ("Secured Party"), relating to the purchase and sale of certain Equipment described in the Description of Vehicle - Collateral section of the Security Agreement. Capitalized terms used herein and not otherwise defined have the meanings set forth in the Security Agreement. Section 8 of the Security Agreement requires Debtor to "keep the Collateral continuously insured against fire, theft, collision and any other hazard Secured Party specifies" on the terms stated therein. Provided that no default has occurred under the Security Agreement, Secured Party hereby waives the requirements of Section 8 of the Security Agreement. In consideration of Secured Party's waiver of the requirements of Section 8 of the Security Agreement, Debtor agrees that: (1) In the event that an item of Collateral is lost, stolen, destroyed or damaged, Debtor shall, within thirty (30) days thereof and at Secured Party's election, (A) replace the item of Collateral with another item suitable to Secured Party; or (B) pay the total amount of the obligation secured by the item of Collateral; or (C) repair the specific item of Collateral. (2) Secured Party may cancel this Appendix at any time and for any reason upon written notice of cancellation to Debtor. Debtor shall thereafter comply with the insurance provisions of Section 8 of the Security Agreement, and shall deliver the certificate of insurance required by Section 8 of the Security Agreement to Secured Party within ten (10) days of receipt of the notice of cancellation of this Appendix. (3) Nothing herein shall be construed to create any duty on the part of Secured Party to provide insurance of any kind and Debtor shall be solely liable for any loss, cost or damage incurred or allegedly incurred arising out of this Appendix. Debtor's failure to comply with any of the provisions of this Appendix shall constitute a default under the Security Agreement. - -------------------------------------------------------------------------------- SECURED PARTY: DEBTOR: PACCAR FINANCIAL CORP. BOYD BROTHERS TRANSPORTATION, INC. - -------------------------------------------------------------------------------- BY: BY: /s/ Richard Bailey - ------------------------------------ --------------------------------------- NAME: NAME: Richard Bailey - -------------------------------------------------------------------------------- TITLE: TITLE: CFO - -------------------------------------------------------------------------------- DATE: DATE: May 23, 2003 May 23, 2003 - -------------------------------------------------------------------------------- TAX ID: 63-6006515 ---------------------------------------- - -------------------------------------------------------------------------------- DEBTOR: Boyd Brothers Transportation, Inc. CONTRACT DATE: May 23, 2003 - -------------------------------------------------------------------------------- CAT. NO. 7818 (R2-96) [PACCAR DIRECT LOAN CROSS-DEFAULT FINANCIAL LOGO] AND CROSS COLLATERAL AGREEMENT - -------------------------------------------------------------------------------- To: PACCAR Financial Corp. You have made one or more direct loans to us (herein designated "Accounts") for the purpose of our buying, or refinancing already purchased, equipment and/or inventory (herein designated "Collateral"). The Accounts create security interests in the Collateral. In order to induce you to extend our time of payment on one or more Accounts and/or to make additional loans to us and/or lease Collateral to us and/or to purchase additional Accounts, and in consideration of you so doing, and for other good and valuable consideration, the receipt and sufficiency of which we hereby acknowledge, we agree as follows: (1) All presently existing and hereafter acquired Collateral (the description of which is incorporated herein by reference) in which you have or shall have a security interest shall secure the payment and performance of all of our liabilities and obligations to you of every kind and character, whether joint or several, direct or indirect, absolute or contingent, due or to become due, and whether under presently existing or hereafter created Accounts or agreements or otherwise (herein individually and collectively designated "Obligations"). (2) We further agree that your security interest in the Collateral covered by any Account now held or hereafter acquired by you shall not be terminated in whole or part until and unless all of our Obligations to you are fully paid and satisfied and the terms of every Account now owned or hereafter acquired by you have been fully performed by us. It is further agreed that you are to retain your security interest in all Collateral covered by all Accounts now owned or hereafter acquired by you, as security for payment and performance under every Account, notwithstanding the fact that one or more of such Accounts have been or may become fully paid. (3) A default under any Account or other agreement between us shall be deemed to be a default under all other Accounts and agreements. (4) Upon our default, any and all Accounts and agreements shall, at your option, become immediately due and payable without notice or demand to us or any other party obligated thereon, and you shall have and may exercise any and all rights and remedies of a secured party under the Uniform Commercial Code as enacted in the applicable jurisdiction(s) and as otherwise granted or accorded to you under any Account, other agreement, rule of law, judicial decision or statute. We hereby waive, to the maximum extent permitted by law, notices of default, notices of repossession and sale or other disposition of collateral, and all other notices, and in the event any such notice cannot be waived, we agree that if such notice is mailed to us postage prepaid at the address shown below at least ten (10) days prior to the exercise by you of any of your rights or remedies, such notice shall be deemed to be reasonable and shall fully satisfy any requirement for giving notice. (5) All rights and remedies granted to you hereunder shall be cumulative and not alternative, shall be in addition to, and shall in no manner impair or affect, your rights and remedies under any existing Account, agreement, statute, judicial decision or rule of law. This instrument is intended to create cross-default and cross-security between and among all Accounts now owned or hereafter acquired by you. This agreement may not be varied or altered nor its provisions waived except by our duly executed written agreement. This agreement shall inure to the benefit of your successors and assigns and shall be binding upon our heirs, administrators, executors, legal representatives, successors and assigns. IN WITNESS WHEREOF, we have executed this Agreement this twenty-third day of May, 2003. - --------------------------------------------------- DEBTOR: BOYD BROTHERS TRANSPORTATION, INC. - --------------------------------------------------- ADDRESS: 3275 Highway 30 - --------------------------------------------------- CITY, STATE ZIP: Clayton, Alabama 36016 - --------------------------------------------------- BY: /s/ Richard Bailey ------------------------------------------------- NAME: Richard Bailey - --------------------------------------------------- TITLE: CFO - --------------------------------------------------- CAT. NO. 7976 DLD EX-10.5 7 g84340exv10w5.txt EX-10.5 GE CAPITAL PROMISSORY NOTE 07/01/03 EXHIBIT 10.5 PROMISSORY NOTE 7/1/03 ------------------ (DATE) FOR VALUE RECEIVED, Boyd Bros. Transportation Inc. a corporation located at the address stated below ("MAKER") promises, jointly and severally if more than one, to pay to the order of GENERAL ELECTRIC CAPITAL CORPORATION or any subsequent holder hereof (each, a "PAYEE") at its office located at 1000 WINDWARD CONCOURSE SUITE 403, ALPHARETTA, GA 30005 or at such other place as Payee or the holder hereof may designate, the principal sum of SEVEN HUNDRED THREE THOUSAND NINE HUNDRED FIFTY FIVE AND 00/100 DOLLARS ($703,955.00), with interest on the unpaid principal balance, from the date hereof through and including dates of payment, at a floating per annum simple interest rate ("Contract Rate") as hereinafter calculated. The Contract Rate for any given period ("Effective Period") following the first Effective Period shall be equal to the sum of (i) Two and Fifty hundredths percent (2.50%) per annum plus (ii) a variable per annum interest rate ("Current LIBOR"), which shall be equal to the rate under the column indicating the one month Eurodollar Deposits (London) ("LIBOR") as stated in the Federal Reserve Statistical Release H.15 (519) published on the first Business Day of the current month in which the applicable Effective Period ends. If, for any reason whatsoever, the Federal Reserve Statistical Release H.15 (519) is no longer published, the Current LIBOR shall be equal to the rate listed for LIBOR which is published in the Money Rates Column of the Wall Street Journal, Eastern Edition (or, in the event such rate is not so published, in such other nationally recognized publication as Payee may specify) on the first Business Day of the calendar month in which the applicable Effective Period ends. As used herein, the term "Business Day" shall mean and include any calendar day other than a day on which all commercial banks in the City of New York, New York are required or authorized to be closed. The first Effective Period shall begin on the date hereof, and shall continue through the earlier of (w) the date the first Periodic Installment (or part thereof) is received by Payee and (x) the date on which the first Periodic Installment is due. Each subsequent Effective Period shall begin on the day after the last day of the previous Effective Period and shall continue through the earlier of (y) the date the earliest due and unpaid Periodic Installment (or part thereof) is received by Payee and (z) the date on which the next Periodic Installment is due. The Contract Rate for the first Effective Period shall be equal to the sum of (i) Two and Fifty Hundredths percent (2.50%) per annum plus (ii) a variable per annum interest rate, which shall be equal to the rate listed for LIBOR under the column indicating the such rate as stated in the Federal Reserve Statistical Release H.15 (519) published as of the first Business Day of the month in which the Effective Period ends. Subject to the other provisions hereof, the principal and interest on this Note is payable in lawful money of the United States in Seventy Two (72) consecutive monthly installments as follows:

Periodic Installment Amount ----------- ------ 1 - 71 $10,933.50

each ("Periodic Installment") and a final installment which shall be in the amount of the total outstanding unpaid principal and interest. The first Periodic Installment shall be due and payable on 8/1/03 and the following Periodic Installments shall be due and payable on the same day of each succeeding period (each, a "Payment Date"). All payments shall be applied first to interest and then to principal. The acceptance by Payee of any payment which is less than payment in full of all amounts due and owing at such time shall not constitute a waiver of Payee's right to receive payment in full at such time or at any prior or subsequent time. Interest shall be calculated on the basis of a 365 day year (366 day leap year) and will be charged at the Contract Rate for each calendar day on which any principal is outstanding. The amount and number of the Periodic Installments will not change with fluctuations in the Contract Rate. Any increase in the Contract Rate shall be reflected by a corresponding decrease in the portion of the Periodic Installment credited to the remaining unpaid principal balance. Any decrease in the Contract Rate shall be reflected as a corresponding increase in the portion of the Periodic Installment credited to the remaining unpaid principal balance. Notwithstanding the foregoing, at the end of each three (3) month period commencing with the first Payment Date hereof, Maker agrees to pay to Payee forthwith an additional sum ("Quarterly Payment") sufficient to amortize the unpaid principal over the balance of the original term hereof at the Contract Rate applicable for the first Periodic Installment. If, and for so long as, the amount of interest due exceeds the amount of the Periodic Installment, Maker agrees to pay forthwith, in addition to (i) any Periodic Installment then due and (ii) any Quarterly Payment, the amount by which said interest exceeds the Periodic Installment. In the event interest only is required to be paid during any period, the interest for such period shall be due and payable monthly as it accrues and shall be calculated on the unpaid principal balance existing at the commencement of such period. The Maker hereby expressly authorizes the Payee to insert the date value is actually given in the blank space on the face hereof and on all related documents pertaining hereto. This Note may be secured by a security agreement, chattel mortgage, pledge agreement or like instrument (each of which is hereinafter called a "SECURITY AGREEMENT"). Time is of the essence hereof. If any installment or any other sum due under this Note or any Security Agreement is not received within ten (10) days after its due date, the Maker agrees to pay, in addition to the amount of each such installment or other sum, a late payment charge of five percent (5%) of the amount of said installment or other sum, but not exceeding any lawful maximum. If (i) Maker fails to make payment of any amount due hereunder within ten (10) days after the same becomes due and payable; or (ii) Maker is in default under, or fails to perform under any term or condition contained in any Security Agreement, then the entire principal sum remaining unpaid, together with all accrued interest thereon and any other sum payable under this Note or any Security Agreement, at the election of Payee, shall immediately become due and payable, with interest thereon at the lesser of eighteen percent (18%) per annum or the highest rate not prohibited by applicable law from the date of such accelerated maturity until paid (both before and after any judgment). The Maker may prepay in full, but not in part, the entire indebtedness hereunder upon payment of the entire indebtedness plus an additional sum as a premium equal to the following percentages of the remaining principal balance for the indicated period: Prior to the first annual anniversary date of this Note: One percent (1%) and zero percent (0%) thereafter, plus all other sums due hereunder or under any Security Agreement. It is the intention of the parties hereto to comply with the applicable usury laws; accordingly, it is agreed that, notwithstanding any provision to the contrary in this Note or any Security Agreement, in no event shall this Note or any Security Agreement require the payment or permit the collection of interest in excess of the maximum amount permitted by applicable law. If any such excess interest is contracted for, charged or received under this Note or any Security Agreement, or if all of the principal balance shall be prepaid, so that under any of such circumstances the amount of interest contracted for, charged or received under this Note or any Security Agreement on the principal balance shall exceed the maximum amount of interest permitted by applicable law, then in such event (a) the provisions of this paragraph shall govern and control, (b) neither Maker nor any other person or entity now or hereafter liable for the payment hereof shall be obligated to pay the amount of such interest to the extent that it is in excess of the maximum amount of interest permitted by applicable law, (c) any such excess which may have been collected shall be either applied as a credit against the then unpaid principal balance or refunded to Maker, at the option of the Payee, and (d) the effective rate of interest shall be automatically reduced to the maximum lawful contract rate allowed under applicable law as now or hereafter construed by the courts having jurisdiction thereof. It is further agreed that without limitation of the foregoing, all calculations of the rate of interest contracted for, charged or received under this Note or any Security Agreement which are made for the purpose of determining whether such rate exceeds the maximum lawful contract rate, shall be made, to the extent permitted by applicable law, by amortizing, prorating, allocating and spreading in equal parts during the period of the full stated term of the indebtedness evidenced hereby, all interest at any time contracted for, charged or received from Maker or otherwise by Payee in connection with such indebtedness; provided, however, that if any applicable state law is amended or the law of the United States of America preempts any applicable state law, so that it becomes lawful for the Payee to receive a greater interest per annum rate than is presently allowed, the Maker agrees that, on the effective date of such amendment or preemption, as the case may be, the lawful maximum hereunder shall be increased to the maximum interest per annum rate allowed by the amended state law or the law of the United States of America. The Maker and all sureties, endorsers, guarantors or any others (each such person, other than the Maker, an "OBLIGOR") who may at any time become liable for the payment hereof jointly and severally consent hereby to any and all extensions of time, renewals, waivers or modifications of, and all substitutions or releases of, security or of any party primarily or secondarily liable on this Note or any Security Agreement or any term and provision of either, which may be made, granted or consented to by Payee, and agree that suit may be brought and maintained against any one or more of them, at the election of Payee without joinder of any other as a party thereto, and that Payee shall not be required first to foreclose, proceed against, or exhaust any security hereof in order to enforce payment of this Note. The Maker and each Obligor hereby waives presentment, demand for payment, notice of nonpayment, protest, notice of protest, notice of dishonor, and all other notices in connection herewith, as well as filing of suit (if permitted by law) and diligence in collecting this Note or enforcing any of the security hereof, and agrees to pay (if permitted by law) all expenses incurred in collection, including Payee's actual attorneys' fees. Maker and each Obligor agrees that fees not in excess of twenty percent (20%) of the amount then due shall be deemed reasonable. THE MAKER HEREBY UNCONDITIONALLY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF, DIRECTLY OR INDIRECTLY, THIS NOTE, ANY OF THE RELATED DOCUMENTS, ANY DEALINGS BETWEEN MAKER AND PAYEE RELATING TO THE SUBJECT MATTER OF THIS TRANSACTION OR ANY RELATED TRANSACTIONS, AND/OR THE RELATIONSHIP THAT IS BEING ESTABLISHED BETWEEN MAKER AND PAYEE. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT (INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS.) THIS WAIVER IS IRREVOCABLE MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THE WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS NOTE, ANY RELATED DOCUMENTS, OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THIS TRANSACTION OR ANY RELATED TRANSACTION. IN THE EVENT OF LITIGATION, THIS NOTE MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT. This Note and any Security Agreement constitute the entire agreement of the Maker and Payee with respect to the subject matter hereof and supercedes all prior understandings, agreements and representations, express or implied. No variation or modification of this Note, or any waiver of any of its provisions or conditions, shall be valid unless in writing and signed by an authorized representative of Maker and Payee. Any such waiver, consent, modification or change shall be effective only in the specific instance and for the specific purpose given. Any provision in this Note or any Security Agreement which is in conflict with any statute, law or applicable rule shall be deemed omitted, modified or altered to conform thereto. BOYD BROS. TRANSPORTATION INC. - ----------------------------- By: /s/ Richard Bailey (Witness) -------------------------------- - ----------------------------- Name: Richard Bailey (Print name) ------------------------------- - ----------------------------- Title: CFO/COO (Address) ------------------------------- Federal Tax ID#: 636006515 --------------------- Address: 3275 Highway 30, Clayton, Barbour County, AL 36016 ANNEX A TO COLLATERAL SCHEDULE NO. 002 TO MASTER SECURITY AGREEMENT DATED AS OF May 21, 2002 CERTIFICATE OF DELIVERY/INSTALLATION To: General Electric Capital Corporation (together with its successors and assigns, if any, "SECURED PARTY") Pursuant to the provisions of the above Collateral Schedule to the above Security Agreement and the related Promissory Note (collectively, the "LOAN") the undersigned ("DEBTOR") hereby certifies and warrants that (a) all Equipment listed below has been delivered and installed (if applicable); (b) the Debtor has inspected the Equipment, and all such testing as it deems necessary has been performed by Debtor, Supplier or the manufacturer; (c) Debtor has found all such Equipment to be satisfactory and meets all applicable specifications and is fully operational for its intended use; and (d) the Equipment was first delivered to Debtor on _______________ and copies of the Bill(s) of Lading or other documentation acceptable to Secured Party which show the date of delivery are attached hereto.

NUMBER OF UNITS MANUFACTURER SERIAL NUMBERS MODEL AND TYPE OF EQUIPMENT - -------- ------------ -------------- --------------------------- 1 Fontaine 13N14830641519309 IFTW-6-8048WSAWK Tailer 1 Fontaine 13N14830241519310 IFTW-6-8048WSAWK Tailer 1 Fontaine 13N14830441519311 IFTW-6-8048WSAWK Tailer 1 Fontaine 13N14830641519312 IFTW-6-8048WSAWK Tailer 1 Fontaine 13N14830841519313 IFTW-6-8048WSAWK Tailer 1 Fontaine 13N14830X41519314 IFTW-6-8048WSAWK Tailer 1 Fontaine 13N14830141519315 IFTW-6-8048WSAWK Tailer 1 Fontaine 13N14830341519316 IFTW-6-8048WSAWK Tailer 1 Fontaine 13N14830541519317 IFTW-6-8048WSAWK Tailer 1 Fontaine 13N14830741519318 IFTW-6-8048WSAWK Tailer 1 Fontaine 13N14830941519319 IFTW-6-8048WSAWK Tailer 1 Fontaine 13N14830541519320 IFTW-6-8048WSAWK Tailer 1 Fontaine 13N14830741519321 IFTW-6-8048WSAWK Tailer 1 Fontaine 13N14830941519322 IFTW-6-8048WSAWK Tailer 1 Fontaine 13N14830041519323 IFTW-6-8048WSAWK Tailer 1 Fontaine 13N14830241519324 IFTW-6-8048WSAWK Tailer 1 Fontaine 13N14830441519325 IFTW-6-8048WSAWK Tailer 1 Fontaine 13N14830641519326 IFTW-6-8048WSAWK Tailer 1 Fontaine 13N14830841519327 IFTW-6-8048WSAWK Tailer 1 Fontaine 13N14830X41519328 IFTW-6-8048WSAWK Tailer 1 Fontaine 13N14830141519329 IFTW-6-8048WSAWK Tailer 1 Fontaine 13N14830841519330 IFTW-6-8048WSAWK Tailer 1 Fontaine 13N14830X41519331 IFTW-6-8048WSAWK Tailer 1 Fontaine 13N14830141519332 IFTW-6-8048WSAWK Tailer 1 Fontaine 13N14830341519333 IFTW-6-8048WSAWK Tailer 1 Fontaine 13N14830541519334 IFTW-6-8048WSAWK Tailer 1 Fontaine 13N14830741519335 IFTW-6-8048WSAWK Tailer 1 Fontaine 13N14830941519336 IFTW-6-8048WSAWK Tailer 1 Fontaine 13N14830041519337 IFTW-6-8048WSAWK Tailer 1 Fontaine 13N14830241519338 IFTW-6-8048WSAWK Tailer 1 Fontaine 13N14830441519339 IFTW-6-8048WSAWK Tailer 1 Fontaine 13N14830041519340 IFTW-6-8048WSAWK Tailer 1 Fontaine 13N14830241519341 IFTW-6-8048WSAWK Tailer 1 Fontaine 13N14830441519342 IFTW-6-8048WSAWK Tailer 1 Fontaine 13N14830641519343 IFTW-6-8048WSAWK Tailer 1 Fontaine 13N14830841519344 IFTW-6-8048WSAWK Tailer 1 Fontaine 13N14830X41519345 IFTW-6-8048WSAWK Tailer 1 Fontaine 13N14830141519346 IFTW-6-8048WSAWK Tailer 1 Fontaine 13N14830341519347 IFTW-6-8048WSAWK Tailer 1 Fontaine 13N14830541519348 IFTW-6-8048WSAWK Tailer 1 Fontaine 13N14830741519349 IFTW-6-8048WSAWK Tailer 1 Fontaine 13N14830341519350 IFTW-6-8048WSAWK Tailer 1 Fontaine 13N14830541519351 IFTW-6-8048WSAWK Tailer 1 Fontaine 13N14830741519352 IFTW-6-8048WSAWK Tailer 1 Fontaine 13N14830941519353 IFTW-6-8048WSAWK Tailer

1 Fontaine 13N14830041519354 IFTW-6-8048WSAWK Tailer 1 Fontaine 13N14830241519355 IFTW-6-8048WSAWK Tailer 1 Fontaine 13N14830441519356 IFTW-6-8048WSAWK Tailer 1 Fontaine 13N14830641519357 IFTW-6-8048WSAWK Tailer 1 Fontaine 13N14830841519358 IFTW-6-8048WSAWK Tailer 1 Fontaine 13N14830X41519359 IFTW-6-8048WSAWK Tailer 1 Fontaine 13N14830641519360 IFTW-6-8048WSAWK Tailer 1 Fontaine 13N14830841519361 IFTW-6-8048WSAWK Tailer 1 Fontaine 13N14830X41519362 IFTW-6-8048WSAWK Tailer 1 Fontaine 13N14830141519363 IFTW-6-8048WSAWK Tailer 1 Fontaine 13N14830341519364 IFTW-6-8048WSAWK Tailer 1 Fontaine 13N14830541519365 IFTW-6-8048WSAWK Tailer 1 Fontaine 13N14830741519366 IFTW-6-8048WSAWK Tailer 1 Fontaine 13N14830941519367 IFTW-6-8048WSAWK Tailer 1 Fontaine 13N14830041519368 IFTW-6-8048WSAWK Tailer 1 Fontaine 13N14830241519369 IFTW-6-8048WSAWK Tailer 1 Fontaine 13N14830941519370 IFTW-6-8048WSAWK Tailer 1 Fontaine 13N14830041519370 IFTW-6-8048WSAWK Tailer Equipment immediately listed above is located at: 3275 Highway 30, Clayton, Barbour County, AL 36016 BOYD BROS. TRANSPORTATION INC. By: Richard Bailey ___________________________ Name:_________________________ Title: CFO ________________________ Date:_________________________ COLLATERAL SCHEDULE NO. 002 THIS COLLATERAL SCHEDULE NO. 002 is annexed to and made a part of that certain Master Security Agreement dated as of May 21, 2002 between General Electric Capital Corporation, together with its successors and assigns, if any, as Secured Party and Boyd Bros. Transportation Inc. as Debtor and describes collateral in which Debtor has granted Secured Party a security interest in connection with the Indebtedness (as defined in the Security Agreement) including without limitation that certain Promissory Note dated in the original principal amount of $703,955.00. QUANTITY MANUFACTURER SERIAL NUMBER YEAR/MODEL AND TYPE OF EQUIPMENT 1 Fontaine 13N14830641519309 2004 IFTW-6-8048WSAWK Tailer 1 Fontaine 13N14830241519310 2004 IFTW-6-8048WSAWK Tailer 1 Fontaine 13N14830441519311 2004 IFTW-6-8048WSAWK Tailer 1 Fontaine 13N14830641519312 2004 IFTW-6-8048WSAWK Tailer 1 Fontaine 13N14830841519313 2004 IFTW-6-8048WSAWK Tailer 1 Fontaine 13N14830X41519314 2004 IFTW-6-8048WSAWK Tailer 1 Fontaine 13N14830141519315 2004 IFTW-6-8048WSAWK Tailer 1 Fontaine 13N14830341519316 2004 IFTW-6-8048WSAWK Tailer 1 Fontaine 13N14830541519317 2004 IFTW-6-8048WSAWK Tailer 1 Fontaine 13N14830741519318 2004 IFTW-6-8048WSAWK Tailer 1 Fontaine 13N14830941519319 2004 IFTW-6-8048WSAWK Tailer 1 Fontaine 13N14830541519320 2004 IFTW-6-8048WSAWK Tailer 1 Fontaine 13N14830741519321 2004 IFTW-6-8048WSAWK Tailer 1 Fontaine 13N14830941519322 2004 IFTW-6-8048WSAWK Tailer 1 Fontaine 13N14830041519323 2004 IFTW-6-8048WSAWK Tailer 1 Fontaine 13N14830241519324 2004 IFTW-6-8048WSAWK Tailer 1 Fontaine 13N14830441519325 2004 IFTW-6-8048WSAWK Tailer 1 Fontaine 13N14830641519326 2004 IFTW-6-8048WSAWK Tailer 1 Fontaine 13N14830841519327 2004 IFTW-6-8048WSAWK Tailer 1 Fontaine 13N14830X41519328 2004 IFTW-6-8048WSAWK Tailer 1 Fontaine 13N14830141519329 2004 IFTW-6-8048WSAWK Tailer 1 Fontaine 13N14830841519330 2004 IFTW-6-8048WSAWK Tailer 1 Fontaine 13N14830X41519331 2004 IFTW-6-8048WSAWK Tailer 1 Fontaine 13N14830141519332 2004 IFTW-6-8048WSAWK Tailer 1 Fontaine 13N14830341519333 2004 IFTW-6-8048WSAWK Tailer 1 Fontaine 13N14830541519334 2004 IFTW-6-8048WSAWK Tailer 1 Fontaine 13N14830741519335 2004 IFTW-6-8048WSAWK Tailer 1 Fontaine 13N14830941519336 2004 IFTW-6-8048WSAWK Tailer 1 Fontaine 13N14830041519337 2004 IFTW-6-8048WSAWK Tailer 1 Fontaine 13N14830241519338 2004 IFTW-6-8048WSAWK Tailer 1 Fontaine 13N14830441519339 2004 IFTW-6-8048WSAWK Tailer 1 Fontaine 13N14830041519340 2004 IFTW-6-8048WSAWK Tailer 1 Fontaine 13N14830241519341 2004 IFTW-6-8048WSAWK Tailer 1 Fontaine 13N14830441519342 2004 IFTW-6-8048WSAWK Tailer 1 Fontaine 13N14830641519343 2004 IFTW-6-8048WSAWK Tailer 1 Fontaine 13N14830841519344 2004 IFTW-6-8048WSAWK Tailer 1 Fontaine 13N14830X41519345 2004 IFTW-6-8048WSAWK Tailer 1 Fontaine 13N14830141519346 2004 IFTW-6-8048WSAWK Tailer 1 Fontaine 13N14830341519347 2004 IFTW-6-8048WSAWK Tailer 1 Fontaine 13N14830541519348 2004 IFTW-6-8048WSAWK Tailer 1 Fontaine 13N14830741519349 2004 IFTW-6-8048WSAWK Tailer 1 Fontaine 13N14830341519350 2004 IFTW-6-8048WSAWK Tailer 1 Fontaine 13N14830541519351 2004 IFTW-6-8048WSAWK Tailer 1 Fontaine 13N14830741519352 2004 IFTW-6-8048WSAWK Tailer 1 Fontaine 13N14830941519353 2004 IFTW-6-8048WSAWK Tailer 1 Fontaine 13N14830041519354 2004 IFTW-6-8048WSAWK Tailer 1 Fontaine 13N14830241519355 2004 IFTW-6-8048WSAWK Tailer 1 Fontaine 13N14830441519356 2004 IFTW-6-8048WSAWK Tailer 1 Fontaine 13N14830641519357 2004 IFTW-6-8048WSAWK Tailer 1 Fontaine 13N14830841519358 2004 IFTW-6-8048WSAWK Tailer 1 Fontaine 13N14830X41519359 2004 IFTW-6-8048WSAWK Tailer 1 Fontaine 13N14830641519360 2004 IFTW-6-8048WSAWK Tailer 1 Fontaine 13N14830841519361 2004 IFTW-6-8048WSAWK Tailer 1 Fontaine 13N14830X41519362 2004 IFTW-6-8048WSAWK Tailer 1 Fontaine 13N14830141519363 2004 IFTW-6-8048WSAWK Tailer 1 Fontaine 13N14830341519364 2004 IFTW-6-8048WSAWK Tailer 1 Fontaine 13N14830541519365 2004 IFTW-6-8048WSAWK Tailer 1 Fontaine 13N14830741519366 2004 IFTW-6-8048WSAWK Tailer 1 Fontaine 13N14830941519367 2004 IFTW-6-8048WSAWK Tailer 1 Fontaine 13N14830041519368 2004 IFTW-6-8048WSAWK Tailer 1 Fontaine 13N14830241519369 2004 IFTW-6-8048WSAWK Tailer 1 Fontaine 13N14830941519370 2004 IFTW-6-8048WSAWK Tailer 1 Fontaine 13N14830041519371 2004 IFTW-6-8048WSAWK Tailer Equipment immediately listed above is located at: 3275 Highway 30, Clayton, Barbour County, AL 36016 and including all additions, attachments, accessories and accessions thereto, and any and all substitutions, replacements or exchanges therefor, and all insurance and/or other proceeds thereof. Debtor is and will remain in full compliance with all laws and regulations applicable to it including, without limitation, (i) ensuring that no person who owns a controlling interest in or otherwise controls Debtor is or shall be (Y) listed on the Specially Designated Nationals and Blocked Person List maintained by the Office of Foreign Assets Control ("OFAC"), Department of the Treasury, and/or any other similar lists maintained by OFAC pursuant to any authorizing statute, Executive Order or regulation or (Z) a person designated under Section 1(b), (c) or (d) of Executive Order No. 13224 (September 23, 2001), any related enabling legislation or any other similar Executive Orders, and (ii) compliance with all applicable Bank Secretary Act ("BSA") laws, regulations and government guidance on BSA compliance and on the prevention and detection of money laundering violations. SECURED PARTY: DEBTOR: GENERAL ELECTRIC CAPITAL CORPORATION BOYD BROS. TRANSPORTATION INC. By: By: /s/ Richard Bailey ------------------------------------ -------------------------------- Name: Name: Richard Bailey ---------------------------------- ------------------------------ Title: Title: CFO --------------------------------- ----------------------------- Date: Date: ---------------------------------- ------------------------------ BOYD BROS. TRANSPORTATION INC. 3275 Highway 30 Clayton, AL 36016 RE: AMENDMENT ON SELF-INSURANCE Gentlemen: This letter is written in connection with our chattel mortgage, security agreement or lease agreement ("CONTRACT"), dated as of May 21, 2002, and the collateral or equipment described therein ("EQUIPMENT"). We hereby propose to amend the Contract as follows: Anything in the Contract to the contrary notwithstanding, it is agreed that you shall have the right, at your sole risk and expense, to self-insure the Equipment against the risk of loss or damage. However, if at any time the undersigned shall reasonably deem itself insecure with such self-insurance, then you agree, upon receipt of notice from the undersigned, to obtain insurance against such risk from companies acceptable to the undersigned as required by the Contract. Except as expressly amended hereinabove, the Contract would remain in full force and effect. Nothing in this letter shall be deemed to be a waiver of any liability insurance coverage that may be required by the Contract and, to the extend that such coverage is required by the Contract, it is agreed and understood that you must, at your sole cost and expense, obtain such coverage from companies acceptable to the undersigned. If the foregoing is acceptable, please evidence your consent by executing in the appropriate space provided below and returning the fully executed copy to the undersigned. Very truly yours, By: ------------------------------ Name: ---------------------------- Title: --------------------------- AGREED TO AND ACCEPTED BOYD BROS. TRANSPORTATION INC. By: /s/ Richard Bailey -------------------------------- Name: ------------------------------ Title: CFO ----------------------------- Date: ------------------------------ Date May 12, 2003 General Electric Capital Corporation 1000 Windward Concourse Suite 403 Alpharetta, GA 30005 Gentlemen: You are hereby irrevocably authorized and directed to deliver and apply the proceeds of your loan to the undersigned evidenced by that Note dated _______________ and secured by that Security Agreement or Chattel Mortgage dated May 21, 2002, as follows: Fontaine Trailer Company $703,955.00 This authorization and direction is given pursuant to the same authority authorizing the above-mentioned borrowing. Very truly yours, BOYD BROS. TRANSPORTATION INC. By: /s/ RICHARD BAILEY ________________________________ Name: Richard Bailey ______________________________ Title: CFO _____________________________ EX-31.1 8 g84340exv31w1.txt EX-31.1 EXCHANGE ACT RULE CERTIFICATION OF PEO EXHIBIT 31.1 CERTIFICATIONS I, Gail B. Cooper, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Boyd Bros. Transportation Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and we have: a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and c. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal controls over financial reporting to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent function): a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting, which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls over financial reporting. Date: August 12, 2003 /s/ Gail B. Cooper -------------------------------------- Gail B. Cooper President and Chief Executive Officer EX-31.2 9 g84340exv31w2.txt EX-31.2 EXCHANGE ACT RULE CERTIFICATION OF PFO EXHIBIT 31.2 CERTIFICATIONS I, Richard C. Bailey, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Boyd Bros. Transportation Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and we have: a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and c. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal controls over financial reporting to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent function): a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting, which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls over financial reporting. Date: August 12, 2003 /s/ Richard C. Bailey ------------------------------- Richard C. Bailey Chief Financial Officer EX-32.1 10 g84340exv32w1.txt EX-32.1 SECTION 906 CERTIFICATION OF THE CEO EXHIBIT 32.1 CERTIFICATION PURSUANT TO 18 U.S.C. 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Boyd Bros. Transportation Inc. (the "Company") on Form 10-Q for the period ended June 30, 2003, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Gail B. Cooper, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d); and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. By: /s/ GAIL B.COOPER -------------------- Gail B. Cooper Chief Executive Officer August 12, 2003 A signed original of this written statement required by Section 906 has been provided to Boyd Bros. Transportation Inc. and will be retained by Boyd Bros. Transportation Inc. and furnished to the Securities and Exchange Commission or its staff upon request. EX-32.2 11 g84340exv32w2.txt EX-32.2 SECTION 906 CERTIFICATION OF THE CFO EXHIBIT 32.2 CERTIFICATION PURSUANT TO 18 U.S.C. 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Boyd Bros. Transportation Inc. (the "Company") on Form 10-Q for the period ended June 30, 2003, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Richard C. Bailey, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: (3) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d); and (4) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. By: /s/ RICHARD C. BAILEY ------------------------ Richard C. Bailey Chief Financial Officer August 12, 2003 A signed original of this written statement required by Section 906 has been provided to Boyd Bros. Transportation Inc. and will be retained by Boyd Bros. Transportation Inc. and furnished to the Securities and Exchange Commission or its staff upon request. -----END PRIVACY-ENHANCED MESSAGE-----

EX-10.1

                                                                    EXHIBIT 10.1

[PACCAR                                                      SECURITY AGREEMENT
FINANCIAL LOGO]                                     RETAIL INSTALLMENT CONTRACT
- -------------------------------------------------------------------------------
               SELLER                           BUYER

NAME       Kenworth of Dothan, Inc.    NAME      Boyd Bros. Transportation Inc.

PLACE OF   461 Ross Clark Cir.         STREET    825 West Leffels Lane
BUSINESS   Dothan, AL 36303-           ADDRESS   Springfield, OH 45506-
MAILING    461 Ross Clark Cir.         MAILING   825 West Leffels Lane
ADDRESS    Dothan, AL  36303-          ADDRESS   Springfield, OH 45506

Seller hereby sells, and Buyer (meaning all undersigned buyers, jointly and
severally) hereby purchases, subject to the terms set forth below and on any
attachments hereto, the following described vehicle (the "Vehicle"), delivery
and acceptance of which in good order Buyer hereby acknowledges.

Buyer hereby grants a security interest in the Vehicle and any additional
collateral (collectively the "Collateral"), and any Additions and Accessions
thereto (as defined below), to Seller and its assigns to secure prompt payment
of the indebtedness herein and performance of Buyer's other obligations,
including any additional indebtedness incurred as provided by this Contract and
any extensions and renewals of the obligations and future advances and is
subject to paragraph 16 "Cross Collateral" and the other provisions below. The
security interest extends to the proceeds of the Collateral and the proceeds of
any insurance policy.

Buyer also acknowledges that Seller has offered to sell the Vehicle for the
cash price indicated, but that the Buyer has chosen to purchase on the terms
and conditions of this Contract.

- -------------------------------------------------------------------------------
         DESCRIPTION OF VEHICLE COLLATERAL (for security purposes only)
- -------------------------------------------------------------------------------
                                  [ILLEGIBLE]
- -------------------------------------------------------------------------------
        DETAIL SHOWN ON SECURITY AGREEMENT SCHEDULE E: EQUIPMENT LISTING
- -------------------------------------------------------------------------------
                                                       Total:       $917,031.25
- -------------------------------------------------------------------------------


- -------------------------------------------------------------------------------
                       DESCRIPTION OF TRADE-IN EQUIPMENT
- -------------------------------------------------------------------------------
                                  [ILLEGIBLE]
- -------------------------------------------------------------------------------
        DETAIL SHOWN ON SECURITY AGREEMENT SCHEDULE E: EQUIPMENT LISTING
- -------------------------------------------------------------------------------
                                             Total:    $0.00     $0.00
- -------------------------------------------------------------------------------


- -------------------------------------------------------------------------------
                         ITEMIZATION OF AMOUNT FINANCED
- -------------------------------------------------------------------------------
  TOTAL CASH PRICE:                      Cash Price  $917,031.25
                                          Sales Tax         $0.00
                                          Title Fee         $0.00
  1.                               TOTAL CASH PRICE                 $917,031.25
  DOWN PAYMENT:                        Net Trade-in         $0.00
                                               Cash         $0.00
  2.                             TOTAL DOWN PAYMENT                       $0.00
  3. UNPAID CASH PRICE (1-2)                                        $917,031.25
  4. TOTAL AMOUNT OF INSURANCE
  PREMIUMS (4A+4B) FEES:                                                  $0.00
  (Itemize)                      5A. Official Fee(s)        $0.00
                        5B. Document Preparation Fee        $0.00

  5.                              TOTAL FEES (5A+5B)                      $0.00

  6. PRINCIPAL BALANCE (Basic Time Price (3+4+5)                    $917,031.25
  7. FINANCE CHARGE - [Time Price Differential-(Section 17)]         $89,169.95

  8. CONTRACT BALANCE (Time Balance) (6+7)                        $1,006,201.20
  9. TOTAL TIME SALE PRICE (1+4+5+7)                              $1,006,201.20
- -------------------------------------------------------------------------------

Debt-
JE
Cr   2332.35   (1,006,201.20)
Dr   1221.00   (1,006,201.20)


- -------------------------------------------------------------------------------
Page 1 of 4 of Security Agreement dated on or about April 3, 2003 between Boyd
Bros. Transportation Inc. (Buyer) and Kenworth of Dothan, Inc. (Seller) which
includes, without limitation, an Item of Collateral with the following Vehicle
Identification Number: 1XKADB9X74J050483.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
                                                            Printed Apr-2-2003
Cat No. 1258A (CA-97) OTIS Version 1.3.0                      BUYER'S INITIALS
                       ORIGINAL FOR PACCAR FINANCIAL CORP          [ILLEGIBLE]

[PACCAR                                                       SECURITY AGREEMENT
 FINANCIAL LOGO]                                     RETAIL INSTALLMENT CONTRACT
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
                                PAYMENT SCHEDULE
- --------------------------------------------------------------------------------
THE CONTRACT BALANCE (ITEM 8) IS PAYABLE TO THE SELLER OR HIS ASSIGNEE BASED ON
THE FOLLOWING SCHEDULE:



- -------------------------------------------------------------------------------------------------------------
First Installment   No. of Installments  Amount Each     First Installment   No. of Installments  Amount Each
                                                                                  
1. MAY 18, 2003              60          $16,770.02
- -------------------------------------------------------------------------------------------------------------


- --------------------------------------------------------------------------------
                                   INSURANCE
- --------------------------------------------------------------------------------
4A. PHYSICAL DAMAGE INSURANCE is required. Buyer may provide such insurance
through any insurance company authorized to do business in this state, although
Seller, as to dual interest insurance, may reject any insurer for reasonable
cause.

PHYSICAL DAMAGE INSURANCE IS NOT FINANCED IN THIS CONTRACT.
4B. CREDIT LIFE, CREDIT ACCIDENT AND HEALTH are not required by Seller, are not
a factor in approval of credit, and are not included.



- ---------------------------------------------------------------------------------------
I DESIRE                               INSURANCE COMPANY        TERM           PREMIUM
- ---------------------------------------------------------------------------------------
                                                                       
N/A CREDIT LIFE INSURANCE               N/A                      N/A            $0.00
N/A CREDIT ACCIDENT & HEALTH INSURANCE  N/A                      N/A            $0.00


Buyer acknowledges disclosure of insurance charges above and requests and
authorizes Seller to obtain insurance coverage checked and include the cost in
Item 4.

- --------------------------------------------------------------------------------
                             AGGREGATE AMOUNT OF INSURANCE PREMIUM (4A-4B) $0.00
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
                         BUYER REPRESENTS AND WARRANTS
- --------------------------------------------------------------------------------
The Collateral is to be used for business and commercial purposes, and not for
agricultural purposes or for personal, family or household use.
The Collateral will be titled in the state of OH.

 Buyer's chief place of business is located at   STREET    825 West Leffels Lane
                                                 CITY      Springfield
                                                 COUNTY    Clark
                                                 STATE     OH
                                                 ZIP CODE  45506-

Buyer will immediately notify Seller in writing of any change in the above
address or location.
This contract is entered into in the State of Alabama and is governed by its
laws.

- --------------------------------------------------------------------------------
                               DELINQUENCY CHARGE
- --------------------------------------------------------------------------------
For each installment not paid when due, Buyer agrees to pay Seller a delinquency
charge calculated thereon at the rate of 1 1/2% per month for the period of
delinquency or, at Seller's option, 5% of such installment, provided that such a
delinquency charge is not prohibited by law, otherwise at the highest rate Buyer
can legally obligate itself to pay and/or Seller can legally collect.



- --------------------------------------------------------------------------------
Page 2 of 4 of Security Agreement dated on or about April 3, 2003 between Boyd
Bros. Transportation Inc. (Buyer) and Kenworth of Dothan, Inc. (Seller) which
includes, without limitation, an item of Collateral with the following Vehicle
Identification Number: 1XKADB9X74J050483.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Cat. No. 1258A (CA-97) OTIS Version 1.3.0                     Printed Apr-2-2003
                      ORIGINAL FOR PACCAR FINANCIAL CORP.       BUYER'S INITIALS
                                                                     [ILLEGIBLE]



[PACCAR FINANCIAL LOGO]                                       SECURITY AGREEMENT
                                                     RETAIL INSTALLMENT CONTRACT

- --------------------------------------------------------------------------------


1. CERTIFICATE OF TITLE - LIENS.

Buyer agrees that any Certificate of Title on the Collateral will show Seller's
security interest (lien) and will be delivered promptly to Seller. Seller has
the right to hold the Certificate of Title until Buyer pays all indebtedness and
performs all other obligations under this Contract. Buyer promises not to give
any other party a lien or security interest in the Collateral without Seller's
written Consent. Buyer promises not to part with possession of, sell or lease
the Collateral without Seller's written approval. Buyer hereby (a) agrees that
from time to time, at the expense of the Buyer, Buyer will promptly execute and
deliver all further instruments and documents, and take all further action that
may be necessary or desirable, or that Seller may request, in order to perfect
or protect any security interest granted or purported to be granted hereby or to
enable Seller to exercise and enforce its rights and remedies hereunder with
respect to any Collateral, and

(b) grants to Seller the power to sign Buyer's name and on behalf of Buyer to
execute and file applications for title, transfers of title, financing
statements, notices of lien and other documents pertaining to any or all of the
Collateral.

2. ASSIGNMENT.

Seller has the right to assign this Contract to PACCAR Financial Corp. If
Seller does assign it, PACCAR Financial Corp. will take all of the Seller's
right, title and interest under this Contract (including Seller's interest in
the Collateral). Thereafter, the term "Seller" in this contract shall mean
PACCAR Financial Corp. This means, among other things, that Buyer will be
required to make the payments under this Contract directly to PACCAR Financial
Corp. Buyer agrees that if Seller assigns this Contract, and  PACCAR Financial
Corp. sues Buyer to collect any amount Buyer owes to PACCAR Financial Corp. or
to enforce any of Buyer's other obligations to PACCAR Financial Corp. Buyer
will not assert any claim or defense Buyer has against Seller as a claim,
defense, or setoff against PACCAR Financial Corp.

3. INSURANCE.

Buyer agrees to keep the collateral continuously insured against fire, theft,
collision, and any other hazard Seller specifies by an insurance company Seller
has approved. The amount of insurance shall be the full insurable value of the
Collateral or the full amount of all obligations this Contract secures,
whichever is greater. The insurance policy shall provide, in a form acceptable
to Seller, for payment of any loss to Seller. Buyer shall deliver promptly to
Seller certificates or, if requested, policies of insurance satisfactory to
Seller, each with a loss-payable endorsement naming Seller or its assigns as
loss-payee as their interests may appear. The insurance policy shall provide
that it can be canceled only after written notice of intention to cancel has
been delivered to Seller at least ten (10) days before the cancellation date. If
the Collateral is lost or damaged, Seller shall have full power to collect any
or all insurance proceeds and to apply them as Seller chooses either to satisfy
any obligation secured by this Contract (whether or not due or otherwise
matured), or to repair the Collateral. If Buyer obtains insurance from a company
Seller has not approved, or fails to obtain any insurance, Seller may (but does
not have to) obtain any insurance Seller desires to protect its interests. If
Seller does so, Buyer shall reimburse Seller upon demand for its expenses.
Seller shall have no liability at all for any losses which occur because no
insurance has been obtained or the coverage of the insurance which has been
obtained is incomplete.

4. TAXES.

Buyer agrees to pay before delinquency all sales and other taxes, license fees
and other governmental charges imposed on the Collateral or its sale or use.

5. USE OF COLLATERAL.

Buyer agrees to keep the Collateral in good repair; to prevent any waste, loss,
damage, or destruction of or to the Collateral; to prevent any unlawful use of
the Collateral; and not to make or allow to be made any significant change in
the Collateral or in its chassis, body or special equipment, without Seller's
written consent. Buyer assumes all risk of damage, loss or destruction of or to
the Collateral, whether or not insured against, Seller may examine the
collateral wherever located at any time, and Buyer will inform Seller of the
Collateral's location upon Seller's request.

6. EXPENSES PAID BY SELLER.

Buyer agrees to reimburse Seller upon demand for any expenses paid by Seller
such as taxes, insurance premiums, repair bills, title fees, or any expenses
incurred under Section 11. Buyer's obligation to pay the expenses shall be
secured by this Contract.

7. TRADE-INS.

If Buyer has traded in any property, Buyer represents and warrants that the
description of it on the front of this Contract is accurate, that the title
conveyed is good and its transfer rightful, and that the property is delivered
free from any security interest or other lien or encumbrance.

8. NO WARRANTY.

If the Vehicle is new, there is no warranty other than that of the
manufacturer. If the Vehicle is used, it sold "AS IS" and "WITH ALL FAULTS".

SELLER MAKES NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE. UNLESS SET OUT IN WRITING AND SIGNED BY THE SELLER, THERE ARE NO OTHER
WARRANTIES EXPRESS OR IMPLIED.

9. ADDITIONS TO COLLATERAL.

Anything added to the Collateral, including but not limited to engines,
transmissions, tires, wheels, fifth wheels, radios and electrical equipment,
tanks and any other body or structure that becomes part of the Collateral,
shall constitute "Additions & Accessions" and shall be subject to Seller's
security interest. All Additions & Accessions must stay with the Collateral if
it is repossessed or returned to Seller.

10. DEFAULT.

Time is of the essence in this Contract. The due dates for payments and the
performance of the other obligations under this contract are among its most
crucial provisions. Buyer shall be in default under this Contract upon the
occurrence of any of the following:

(a) Buyer fails to pay on or before the due date the full amount of any
scheduled payment, taxes, insurance premium, or other obligation secured by this
Contract or under any other instrument or agreement;

(b) Buyer fails to perform any of Buyer's obligations under this Contract;

(c) Any representation Buyer has made in this Contract or in any credit
application or financial statement Buyer has given in connection with the
credit secured by the Contract turns out to be false;

(d) Any check, note or other instrument given for a payment is dishonored when
presented for payment;

(e) The Collateral is seized or levied upon under any legal or governmental
process or proceeding against Buyer or the Collateral;

(f) Buyer becomes insolvent or subject to insolvency proceedings as defined in
the Uniform Commercial Code or becomes subject to bankruptcy;

(g) Buyer defaults in the payment or performance of any other agreement in
connection with any other obligation owed to PACCAR Financial Corp. or for
borrowed money; or

(h) Seller reasonably deems the Collateral in danger of misuse, confiscation,
damages, or destruction.

11. REMEDIES.

If Buyer defaults under this Contract, Seller may, at its option, with or
without notice to Buyer:

(a) Declare this Contract to be in default;

(b) Declare the entire amount of the unpaid Time Balance, after deducting
unearned Time Price Differential in accordance with the applicable state law,
and other charges and indebtedness secured by this Contract immediately due and
payable, without protest, presentment demand or notice (including but not
limited to notice of intent to accelerate and notice of acceleration), all of
which Buyer waives; and

(c) Exercise all of the rights and remedies of a secured party under the
Uniform Commercial Code and any other applicable laws.

In addition to the foregoing and any other rights Seller has under the law in
effect at the time of default, the following provisions shall apply:

(a) On Seller's demand, Buyer shall deliver possession of the Collateral to
Seller at a place Seller designates reasonable convenient to both parties,

(b) Seller may enter any premises, where the Collateral may be found and take
possession of it without notice, demand, or legal proceedings, provided such
entry is in compliance with law.

(c) Seller shall give Buyer at least ten (10) days written notice of any sale
of the Collateral, which Buyer agrees to be reasonable notice. Notice shall be
given at the address specified in this Contract or other such address as Buyer
may specify in writing to Seller. Notice shall be effective when deposited in
the mails, postage prepaid, addressed as provided above.

(d) Expense of retaking, holding, preparing for sale, selling and the like
shall include, to the fullest extent permitted by law, (i) the fees of any
attorneys retained by Seller, and (ii) all other legal expenses incurred by
Seller,

(e) Buyer agrees that it is liable for and will promptly pay any deficiency
resulting from any disposition of the Collateral after default.

12. NO WRONGFUL POSSESSION.

Buyer agrees that if Seller repossesses the Collateral or otherwise obtains
possession of it, Seller will not be in wrongful possession of any property
contained in the Collateral or attached to it in which Seller does not have a
security interest. Seller agrees to make any such property available for Buyer
to take back at a place reasonably convenient to both parties.

13. VARIATIONS OF CONTRACT.

No provision of this Contract may be changed or amended unless by a written
contract signed by Seller. Seller's acceptance of late payments does not mean
that Seller is obligated to accept any late payments in the future. No waiver
of any default shall operate as a waiver of any other default.

14. ENTIRE AGREEMENT: SEVERABILITY

This Contract and the attached Exhibits and Addenda is the complete and
exclusive statement of rights and duties between Seller and Buyer. If any
provision is held unenforceable, it shall be deemed omitted without affecting
the enforceability of the remaining provisions.


Page 3 of 4 of Security Agreement dated on or about April 3, 2003 between Boyd
Bros. Transportation Inc. (Buyer) and Kenworth of Dothan, Inc. (Seller) which
includes, without limitation, an item of Collateral with the following Vehicle
Identification Number: 1XKADB9X74J050483.

                                                             BUYER'S INITIALS
Cat. No. 1258A (CA-97) OTIS Version 1.3.0                      [illegible]


                      ORIGINAL FOR PACCAR FINANCIAL CORP.   Printed Apr. 2, 2003




PACCAR                                                        SECURITY AGREEMENT
FINANCIAL                                            RETAIL INSTALLMENT CONTRACT
- --------------------------------------------------------------------------------

15. BAD CHECKS.

Whenever a check, draft or order given by or on behalf of Buyer for the purpose
of payment of any obligation arising under this Contract has been dishonored for
lack of funds or credit to pay the item, or because the account has been closed,
or for any other reason, Seller or its assigns will assess and Buyer will
promptly pay a $50 fee per dishonored item, or the maximum amount allowed by
applicable state law, if lower.

16. CROSS COLLATERAL.

Buyer grants to Seller and any assignee of Seller a security interest in the
Collateral to secure the payment and performance of all absolute and all
contingent obligations and liabilities of Buyer to Seller or to such assignee of
Seller, now existing or hereafter arising, whether under this Contract or any
other agreement and whether due directly or by assignment; provided, however,
upon any assignment of the Contract by Seller, the assignee shall be deemed, for
the purpose of this paragraph, the only party with a security interest in the
Collateral.

17. TIME PRICE DIFFERENTIAL.

The effective daily Time Price Differential ("TPD") shall be based on and shall
vary with fluctuations in the LIBOR Rate. The applicable rate of interest
("Buyer's Rate") shall be equal to the LIBOR Rate applicable to that date plus
2.35% percent per annum, compounded daily on the unpaid balance. The TPD due
each month shall be equal to the sum of the daily TPDs for the month. As used in
this calculation, "LIBOR Rate" shall mean the London Interbank Offered Rates for
one (1) month maturities as reported in the Money Rates section of the Wall
Street Journal. The LIBOR Rate reported on the first business day of each
calendar month shall be used to determine The Buyer's Rate during the month.
Based on the Initial Buyer's Rate and assuming that all payments are timely
made, the aggregate TPD will be $89,169.95. Fluctuations in LIBOR, as well as
early or late payments over the term of the Contract will cause the actual
aggregate TPD, the Time Balance and Total Time Sale Price to be different than
disclosed. Any delay in payment or increase in LIBOR could cause those amounts
to be greater than disclosed, resulting in a larger final or "balloon" payment.
Early payments or reductions in LIBOR could cause those amounts to be less than
disclosed, resulting in a smaller final or "balloon" payment or reduced number
of payments. If Buyer has requested a fixed payment schedule, the amount of the
periodic payments will be based upon an interest rate fixed solely for that
purpose. Differences between this rate and Buyer's Rate will be accounted for by
an adjustment in the final or "balloon" payment and/or the number of payments.
In no event shall Buyer be required to pay interest in excess of the maximum
rate allowed by law of the state having jurisdiction over the transaction. The
intention of the parties is to conform strictly to applicable state usury laws,
which may reduce the Buyer's Rate to the maximum amount allowed under such usury
laws now or hereafter in effect.

18. FINANCIAL INFORMATION.

Buyer agrees to furnish Seller promptly with any financial statements or other
information which Seller may reasonably request from time to time. Any and all
financial statements will be prepared on a basis of generally accepted
accounting principles, and will be complete and correct and fairly present
Buyer's financial condition as of the date thereof. Seller may at any reasonable
time examine the books and records of Buyer and make copies thereof.

19. CHATTEL PAPER.

This specific Security Agreement is to be sold only to PACCAR Financial Corp.
and is subject to the security interest of PACCAR Financial Corp. The only copy
of this Security Agreement which constitutes Chattel Paper for all purposes of
the Uniform Commercial Code is the copy marked "ORIGINAL FOR PACCAR FINANCIAL
CORP." which is delivered to and held by PACCAR Financial Corp. Any change in
the name of the assignee of this Security Agreement from PACCAR Financial Corp.
shall render the copy of this Security Agreement so changed VOID and of no force
and effect. No assignee or secured party other than PACCAR Financial Corp. will
under any circumstances acquire any rights in, under or to this Security
Agreement or any sums due hereunder, except that PACCAR Financial Corp. may, by
a separate written assignment signed by PACCAR Financial Corp., assign its
interest received hereunder.

20. PREPAYMENT FEE.

21. MISCELLANEOUS.

(a) This Contract shall be binding, jointly and severally, upon all parties
    described as the "Buyer" and their respective heirs, executors,
    representatives, successors and assigns and shall inure to the benefit of
    PFC, its successors and assigns.

(b) This Contract and any other evidence of the indebtedness given in connection
    herewith may be assigned by Seller to a third party without notice to Buyer
    and Buyer hereby waives any defense, counterclaim or cross-complaint by
    Buyer against any assignee, agreeing that Seller shall be solely responsible
    therefor.

(c) Buyer acknowledges receipt of a true copy of this contract, and waives
    acceptance hereof.


  NOTICE - SEE ALL PAGES FOR IMPORTANT TERMS WHICH ARE PART OF THIS CONTRACT.
   WARNING: LIABILITY INSURANCE FOR BODILY INJURY AND PROPERTY DAMAGE CAUSED
                  TO OTHERS NOT INCLUDED UNDER THIS CONTRACT.

                                NOTICE TO BUYER
1. DO NOT SIGN THIS CONTRACT BEFORE YOU HAVE READ IT OR IF IT CONTAINS ANY
   BLANK SPACES.
2. YOU ARE ENTITLED TO AN EXACT COPY OF THE CONTRACT YOU SIGN.
3. UNDER THE LAW YOU HAVE THE RIGHT TO PAY OFF IN ADVANCE THE FULL AMOUNT DUE
   AND OBTAIN A PARTIAL REFUND OF THE FINANCE CHARGE (TIME PRICE DIFFERENTIAL).
4. KEEP THIS CONTRACT TO PROTECT YOUR LEGAL RIGHTS.

BUYER ACKNOWLEDGES THAT A TRUE COPY OF THIS CONTRACT HAS BEEN RECEIVED, READ,
AND WAS COMPLETELY FILLED IN BEFORE BEING SIGNED.

SELLER: Kenworth of Dothan, Inc.         BUYER:  Boyd Bros. Transportation Inc.

                                         TAX ID: 63-6008515


BY:     _____________________________    BY:     /s/ Richard Bailey
        Tony Quesenberry, F&I Manager            _______________________________
                                                 Richard Bailey, CFO

DATE:   April 3, 2003                    DATE:   April 3, 2003

                                         BY:     _____________ TITLE: __________

                                         DATE:   April 3, 2003






- --------------------------------------------------------------------------------
Page 4 of 4 of Security Agreement dated on or about April 3, 2003 between Boyd
Bros. Transportation Inc. (Buyer) and Kenworth of Dothan, Inc. (Seller) which
includes, without limitation, an item of Collateral with the following Vehicle
Identification Number: 1XKADB9X74J050483.
- --------------------------------------------------------------------------------
Cat. No. 1258A (CA-97) OTIS Version 1.3.0                     Printed Apr-2-2003
                      ORIGINAL FOR PACCAR FINANCIAL CORP.

[PACCAR                                                       SECURITY AGREEMENT
FINANCIAL LOGO]                                    SCHEDULE E: EQUIPMENT LISTING
- --------------------------------------------------------------------------------

This schedule E is affixed to and made part of the Security Agreement Retail
Installment Contract dated April 3, 2003 by and between KENWORTH OF DOTHAN, INC.
("Seller") and BOYD BROS. TRANSPORTATION INC. ("Buyer") covering the equipment
as described below:

                       DESCRIPTION OF PURCHASED EQUIPMENT
- --------------------------------------------------------------------------------
                                 VEHICLE IDENTIFICATION    NEW/        PRICE OF
YEAR        MAKE        MODEL          NUMBER              USED        VEHICLE
- ----      --------      -----    ----------------------    ----       ----------
2004      Kenworth       T600      1XKADB9X74J050483        New       $82,961.25

2004      Kenworth       T800      1XKDDB9XX4J050653        New       $83,407.00

2004      Kenworth       T800      1XKDDB9X14J050654        New       $83,407.00

2004      Kenworth       T800      1XKDDB9X34J050655        New       $83,407.00

2004      Kenworth       T800      1XKDDB9X54J050656        New       $83,407.00

2004      Kenworth       T800      1XKDDB9X74J050657        New       $83,407.00

2004      Kenworth       T800      1XKDDB9X94J050658        New       $83,407.00

2004      Kenworth       T800      1XKDDB9X04J050659        New       $83,407.00

2004      Kenworth       T800      1XKDDB9X74J050660        New       $83,407.00

2004      Kenworth       T800      1XKDDB9X94J050661        New       $83,407.00

2004      Kenworth       T800      1XKDDB9X04J050662        New       $83,407.00
- --------------------------------------------------------------------------------
                                                          Total:     $917,031.25

                       DESCRIPTION OF TRADE-IN EQUIPMENT
- --------------------------------------------------------------------------------
                                   VEHICLE
                                IDENTIFICATION                            PAYOFF
YEAR        MAKE      MODEL         NUMBER          ALLOWANCE    PAYOFF   DUE TO
- ----      --------    -----    -----------------    ---------    ------   ------


                                    TOTAL           $0.00        $0.00


SELLER: KENWORTH OF DOTHAN, INC.         BUYER:  BOYD BROS. TRANSPORTATION INC.



                                         TAX ID: 63-6005515

BY:                                      BY:     /s/ RICHARD BAILEY
        -------------------------------          ------------------------------
        Tony Quesenberry, F & I Manager          Richard Bailey, CFO

DATE:   April 3, 2003                    DATE:   April 3, 2003

                                         BY:                TITLE:
                                            ---------------       -------------
                                         DATE: April 3, 2003




Cat. No. 9877A(C5-97) OTIS Version 1.5.0     ORIGINAL FOR PACCAR FINANCIAL CORP.
                                                              Printed Apr-2-2003

EX-10.2

                                                                         EX 10.2

[PACCAR FINANCIAL LOGO]                                      SECURITY AGREEMENT
                                                    RETAIL INSTALLMENT CONTRACT
- -------------------------------------------------------------------------------


                 SELLER                                       BUYER
                                              
NAME        Kenworth of Dothan, Inc.        NAME        Boyd Bros. Transportation Inc.

PLACE OF    461 Ross Clark Cir.             STREET      825 West Leffels Lane
BUSINESS    Dothan, AL 36303-               ADDRESS     Springfield, OH 45506-
MAILING     461 Ross Clark Cir.             MAILING     825 West Leffels Lane
ADDRESS     Dothan, Al 36303-               ADDRESS     Springfield, OH 45506-


Seller hereby sells, and Buyer (meaning all undersigned buyers, jointly and
severally) hereby purchases, subject to the terms set forth below and on any
attachments hereto, the following described vehicle (the "Vehicle"), delivery
and acceptance of which in good order Buyer hereby acknowledges.

Buyer hereby grants a security interest in the Vehicle and any additional
collateral (collectively the "Collateral"), and any Additions and Accessions
thereto (as defined below), to Seller and its assigns to secure prompt payment
of the indebtedness herein and performance of Buyer's other obligations,
including any additional indebtedness incurred as provided by this Contract and
any extensions and renewals of the obligations and future advances and is
subject to paragraph 16 "Cross Collateral" and the other provisions below. The
security interest extends to the proceeds of the Collateral and the proceeds of
any insurance policy.

Buyer also acknowledges that Seller has offered to sell the Vehicle for the
cash price indicated, but that the Buyer has chosen to purchase on the terms
and conditions of this Contract.

        DESCRIPTION OF VEHICLE - COLLATERAL (FOR SECURITY PURPOSES ONLY)



YEAR         MAKE         MODEL            VEHICLE IDENTIFICATION NUMBER        NEW/USED       PRICE OF VEHICLE
- ----         ----         -----            ----------------------------        --------       ----------------
                                                                              

                  DETAIL SHOWN ON SECURITY AGREEMENT SCHEDULE E: EQUIPMENT LISTING
                                                                               TOTAL:              $912,573.75
                                                                                                   -----------


                       DESCRIPTION OF TRADE-IN EQUIPMENT



YEAR         MAKE         MODEL            VEHICLE IDENTIFICATION NUMBER        ALLOWANCE         PAYOFF   PAYOFF DUE TO
- ----         ----         -----            ----------------------------        --------          ------   -------------
                                                                                        

                  DETAIL SHOWN ON SECURITY AGREEMENT SCHEDULE E: EQUIPMENT LISTING
                                                                               TOTAL:  $0.00      $0.00



                         ITEMIZATION OF AMOUNT FINANCED


                                                                                          
          TOTAL CASH PRICE:                                    Cash Price           $912,573.75
                                                                Sales Tax                 $0.00
                                                                Title Fee                 $0.00
          1.                                             TOTAL CASH PRICE                            $912,573.75
          DOWN PAYMENT:                                      Net Trade-in                 $0.00
                                                                     Cash                 $0.00
          2.                                           TOTAL DOWN PAYMENT                                  $0.00
          3. UNPAID CASH PRICE (1-2)                                                                 $912,573.75
          4. TOTAL AMOUNT OF INSURANCE
             PREMIUMS (4A+4B)                                                                              $0.00
          FEES: (Itemize)                             5A. Official Fee(s)                 $0.00
                                             5B. Document Preparation Fee                 $0.00

          5.                                                     TOTAL FEES (5A+5B)                        $0.00
          6. PRINCIPAL BALANCE (Basic Time Price) (3+4+5)                                            $912,573.75
          7. FINANCE CHARGE - [Time Price Differential - (Section 17)]                                $88,680.45

          8. CONTRACT BALANCE (Time Balance) (6+7)                                                 $1,001,254.20
          9. TOTAL TIME SALE PRICE (1+4+5+7)                                                       $1,001,254.20




- -------------------------------------------------------------------------
Page 1 of 4 of Security Agreement dated on or about April 22, 2003
between Boyd Bros. Transportation Inc. (Buyer) and Kenworth of Dothan,
Inc. (Seller) which includes, without limitation, an item of Collateral
with the following Vehicle Identification Number: 1XKADB9X94J050484.
- -------------------------------------------------------------------------
- -------------------------------------------------------------------------
                                                            BUYER'S INITIALS
                                                            [              ]

Cat. No. 1258A (CA-97) OTIS Version 1.3.0   ORIGINAL FOR PACCAR FINANCIAL CORP.
Printed Apr-22-2003



[PACCAR                                                       SECURITY AGREEMENT
FINANCIAL LOGO]                                      RETAIL INSTALLMENT CONTRACT
- --------------------------------------------------------------------------------
                                PAYMENT SCHEDULE
- --------------------------------------------------------------------------------
THE CONTRACT BALANCE (ITEM 8) IS PAYABLE TO THE SELLER OR HIS ASSIGNEE BASED
ON THE FOLLOWING SCHEDULE:



- ----------------------------------------------------------------------------------------------------------------------------------
First Installment         No. of Installments        Amount Each   First Installment        No. of Installments        Amount Each
- ----------------------------------------------------------------------------------------------------------------------------------
                                                                                                       
1. June 6, 2003                  60                   $16,687.57



- ----------------------------------------------------------------------------------------------------------------------------------


- --------------------------------------------------------------------------------
                                   INSURANCE
- --------------------------------------------------------------------------------
4A. PHYSICAL DAMAGE INSURANCE is required. Buyer may provide such insurance
through any insurance company authorized to do business in this state, although
Seller, as to dual interest insurance, may reject any insurer for reasonable
cause.

PHYSICAL DAMAGE INSURANCE IS NOT FINANCED IN THIS CONTRACT.
4B. CREDIT LIFE, CREDIT ACCIDENT AND HEALTH are not required by Seller, are not
a factor in approval of credit, and are not included.



- ----------------------------------------------------------------------------------------------------------------------------------
I DESIRE:                                 INSURANCE COMPANY                                    TERM                      PREMIUM
- ----------------------------------------------------------------------------------------------------------------------------------
                                                                                                             
N/A CREDIT LIFE INSURANCE                  N/A                                                 N/A                        $0.00
N/A CREDIT ACCIDENT & HEALTH INSURANCE     N/A                                                 N/A                        $0.00
- ----------------------------------------------------------------------------------------------------------------------------------


Buyer acknowledges disclosure of insurance charges above and requests and
authorizes Seller to obtain insurance coverage checked and include the cost in
item 4.


                                         -----------------------------------------------------------------------------------------
                                                                                                                        
                                               AGGREGATE AMOUNT OF INSURANCE PREMIUM (4A+4B)                                 $0.00
                                         -----------------------------------------------------------------------------------------


- --------------------------------------------------------------------------------
                         BUYER REPRESENTS AND WARRANTS
- --------------------------------------------------------------------------------
The Collateral is to be used for business and commercial purposes, and not for
agricultural purposes or for personal, family or household use.
The Collateral will be titled in the state of OH.

                                                             
Buyer's chief place of business is located at         STREET        825 West Leffels Lane
                                                      CITY          Springfield
                                                      COUNTY        Clark
                                                      STATE         OH
                                                      ZIP CODE      45506-




Buyer will immediately notify Seller in writing of any change in the above
address or location.
This contract is entered into in the State of Alabama and is governed by its
laws.

- -----------------------------------------------------------------------------
                               DELINQUENCY CHARGE
- -----------------------------------------------------------------------------
For each installment not paid when due, Buyer agrees to pay Seller a delinquency
charge calculated thereon at the rate of 1 1/2% per month for the period of
delinquency or, at Seller's option, 5% of such installment, provided that such a
delinquency charge is not prohibited by law, otherwise at the highest rate Buyer
can legally obligate itself to pay and/or Seller can legally collect.




- -------------------------------------------------------------------------------
Page 2 of 4 of Security Agreement dated on or about April 22, 2003 between Boyd
Bros. Transportation Inc. (Buyer) and Kenworth of Dothan, Inc. (Seller) which
includes, without limitation, an item of Collateral with the following Vehicle
Identification Number: 1XKADB9X94J050484.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------

                                                               BUYER'S INITIALS
                                                               [              ]

Cat. No. 1258A (CA-97) OTIS Version 1.3.0
ORIGINAL FOR PACCAR FINANCIAL CORP.
Printed Apr-22-2003

[PACCAR                                                       SECURITY AGREEMENT
FINANCIAL LOGO]                                      RETAIL INSTALLMENT CONTRACT
- --------------------------------------------------------------------------------

1.   CERTIFICATE OF TITLE - LIENS.
Buyer agrees that any Certificate of Title on the Collateral will show Seller's
security interest (lien) and will be delivered promptly to Seller. Seller has
the right to hold the Certificate of Title until Buyer pays all indebtedness and
performs all other obligations under this Contract. Buyer promises not to give
any other party a lien or security interest in the Collateral without Seller's
written Consent. Buyer promises not to part with possession of, sell or lease
the Collateral without Seller's written approval. Buyer hereby (a) agrees that
from time to time, at the expense of the Buyer, Buyer will promptly execute and
deliver all further instruments and documents, and take all further act in that
may be necessary or desirable, or that Seller may request, in order to perfect
or protect any security interest granted or purported to be granted hereby or to
enable Seller to exercise and enforce its rights and remedies hereunder with
respect to any Collateral, and (b) grants to Seller the power to sign Buyer's
name and on behalf of Buyer to execute and file applications for title,
transfers of title, financing statements, notices of lien and other documents
pertaining to any or all of the Collateral.

2.   ASSIGNMENT.
Seller has the right to assign this Contract to PACCAR Financial Corp. If
Seller does assign it, PACCAR Financial Corp. will take all of the Seller's
right, title and interest under this Contract (including Seller's interest in
the Collateral). Thereafter, the term "Seller" in this contract shall mean
PACCAR Financial Corp. This means, among other things, that Buyer will be
required to make the payments under this Contract directly to PACCAR Financial
Corp. Buyer agrees that if Seller assigns this Contract, and PACCAR Financial
Corp. sues Buyer to collect any amount Buyer owes to PACCAR Financial Corp. or
to enforce any of Buyer's other obligations to PACCAR Financial Corp., Buyer
will not assert any claim or defense Buyer has against Seller as a claim,
defense, or setoff against PACCAR Financial Corp.

3.   INSURANCE.
Buyer agrees to keep the collateral continuously insured against fire, theft,
collision, and any other hazard Seller specifies by an insurance company Seller
has approved. The amount of insurance shall be the full insurable value of the
Collateral or the full amount of all obligations this Contract secures,
whichever is greater. The insurance policy shall provide, in a form acceptable
to Seller, for payment of any loss to Seller. Buyer shall deliver promptly to
Seller certificates or, if requested, policies of insurance satisfactory to
Seller, each with a loss-payable endorsement naming Seller or its assigns as
loss-payee as their interests may appear. The insurance policy shall provide
that it can be canceled only after written notice of intention to cancel has
been delivered to Seller at least ten (10) days before the cancellation date.
If the Collateral is lost or damaged, Seller shall have full power to collect
any or all insurance proceeds and to apply them as Seller chooses either to
satisfy any obligation secured by this Contract (whether or not due or
otherwise matured), or to repair the Collateral. If Buyer obtains insurance
from a company Seller has not approved, or fails to obtain any insurance,
Seller may (but does not have to) obtain any insurance Seller desires to
protect its interests. If Seller does so, Buyer shall reimburse Seller upon
demand for its expenses. Seller shall have no liability at all for any losses
which occur because no insurance has been obtained or the coverage of the
insurance which has been obtained is incomplete.

4.   TAXES.
Buyer agrees to pay before delinquency all sales and other taxes, license fees
and other governmental charges imposed on the Collateral or its sale or use.

5.   USE OF COLLATERAL.
Buyer agrees to keep the Collateral in good repair; to prevent any waste, loss,
damage, or destruction of or to the Collateral; to prevent any unlawful use of
the Collateral; and not to make or allow to be made any significant change in
the Collateral or in its chassis, body or special equipment, without Seller's
written consent. Buyer assumes all risk of damage, loss or destruction of or to
the Collateral, whether or not insured against. Seller may examine the
collateral wherever located at any time, and Buyer will inform Seller of the
Collateral's location upon Seller's request.

6.   EXPENSES PAID BY SELLER.
Buyer agrees to reimburse Seller upon demand for any expenses paid by Seller
such as taxes, insurance premiums, repair bills, title fees, or any expenses
incurred under Section 11. Buyer's obligation to pay the expenses shall be
secured by this Contract.

7.   TRADE-INS.
If Buyer has traded in any property, Buyer represents and warrants that the
description of it on the front of this Contract is accurate, that the title
conveyed is good and its transfer rightful, and that the property is delivered
free from any security interest or other lien or encumbrance.

8.   NO WARRANTY.
If the Vehicle is new, there is no warranty other than that of the
manufacturer. If the Vehicle is used, it is sold "AS IS" and "WITH ALL FAULTS".
SELLER MAKES NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE. UNLESS SET OUT IN WRITING AND SIGNED BY THE SELLER, THERE ARE NO OTHER
WARRANTIES EXPRESS OR IMPLIED.

9.   ADDITIONS TO COLLATERAL.
Anything added to the Collateral, including but not limited to engines,
transmissions, tires, wheels, fifth wheels, radios and electrical equipment,
tanks and any other body or structure that becomes part of the Collateral,
shall constitute "Additions & Accessions" and shall be subject to Seller's
security interest. All Additions & Accessions must stay with the Collateral if
it is repossessed or returned to Seller.

10.  DEFAULT.
Time is of the essence in this Contract. The due dates for payments and the
performance of the other obligations under this contract are among its most
crucial provisions. Buyer shall be in default under this Contract upon the
occurrence of any of the following:
(a) Buyer fails to pay on or before the due date the full amount of any
scheduled payment, taxes, insurance premium, or other obligation secured by
this Contract or under any other instrument or agreement;
(b) Buyer fails to perform any of Buyer's obligations under this Contract;
(c) Any representation Buyer has made in this Contract or in any credit
application or financial statement Buyer has given in connection with the
credit secured by the Contract turns out to be false;
(d) Any check, note or other instrument given for a payment is dishonored when
presented for payment;
(e) The Collateral is seized or levied upon under any legal or governmental
process or proceeding against Buyer or the Collateral;
(f) Buyer becomes insolvent or subject to insolvency proceedings as defined in
the Uniform Commercial Code or becomes subject to bankruptcy;
(g) Buyer defaults in the payment or performance of any other agreement in
connection with any other obligation owed to PACCAR Financial Corp. or for
borrowed money; or
(h) Seller reasonably deems the Collateral in danger of misuse, confiscation,
damage, or destruction.

11.  REMEDIES.
If Buyer defaults under this Contract, Seller may, at its option, with or
without notice to Buyer:
(a) Declare this Contract to be in default;
(b) Declare the entire amount of the unpaid Time Balance, after deducting
unearned Time Price Differential in accordance with the applicable state law,
and other charges and indebtedness secured by this Contract immediately due and
payable, without protest, presentment demand or notice (including but not
limited to notice of intent to accelerate and notice of acceleration), all of
which Buyer waives; and
(c) Exercise all of the rights and remedies of a secured party under the
Uniform Commercial code and any other applicable laws.
In addition to the foregoing and any other rights Seller has under the law in
effect at the time of default, the following provisions shall apply:
(a) On Seller's demand, Buyer shall deliver possession of the Collateral to
Seller at a place Seller designates reasonably convenient to both parties.
(b) Seller may enter any premises, where the Collateral may be found and take
possession of it without notice, demand, or legal proceedings, provided such
entry is in compliance with law.
(c) Seller shall give Buyer at least ten (10) days written notice of any sale
of the Collateral, which Buyer agrees to be reasonable notice. Notice shall be
given at the address specified in this Contract or other such address as Buyer
may specify in writing to Seller. Notice shall be effective when deposited in
the mails, postage prepaid, addressed as provided above.
(d) Expense of retaking, holding, preparing for sale, selling and the like
shall include, to the fullest extent permitted by law, (i) the fees of any
attorneys retained by Seller, and (ii) all other legal expenses incurred by
Seller.
(e) Buyer agrees that it is liable for and will promptly pay any deficiency
resulting from any disposition of the Collateral after default.

12.  NO WRONGFUL POSSESSION.
Buyer agrees that if Seller repossesses the Collateral or otherwise obtains
possession of it, Seller will not be in wrongful possession of any property
contained in the Collateral or attached to it in which Seller does not have a
security interest. Seller agrees to make any such property available for Buyer
to take back at a place reasonably convenient to both parties.

13.  VARIATIONS OF CONTRACT.
No provision of this Contract may be changed or amended unless by a written
contract signed by Seller. Seller's acceptance of late payments does not mean
that Seller is obligated to accept any late payments in the future. No waiver
of any default shall operate as a waiver of any other default.

14.  ENTIRE AGREEMENT: SEVERABILITY.
This Contract and the attached Exhibits and Addenda is the complete and
exclusive statement of rights and duties between Seller and Buyer. If any
provision is held unenforceable, it shall be deemed omitted without affecting
the enforceability of the remaining provisions.


- --------------------------------------------------------------------------------
Page 3 of 4 of Security Agreement dated on or about April 22, 2003 between Boyd
Bros. Transportation Inc. (Buyer) and Kenworth of Dothan, Inc. (Seller) which
includes, without limitation, an item of Collateral with the following Vehicle
Identification Number 1XKADB9X94J050484.
- --------------------------------------------------------------------------------

                                                                BUYER'S INITIALS


- --------------------------------------------------------------------------------
Cat. No. 1258A (CA-97) OTIS Version 1.3.0
ORIGINAL FOR PACCAR FINANCIAL CORP.                         Printed Apr-22-2003



[PACCAR                                                       SECURITY AGREEMENT
FINANCIAL LOGO]                                      RETAIL INSTALLMENT CONTRACT
- --------------------------------------------------------------------------------

15.  BAD CHECKS.
Whenever a check, draft or order given by or on behalf of Buyer for the purpose
of payment of any obligation arising under this Contract has been dishonored
for lack of funds or credit to pay the item, or because the account has been
closed, or for any other reason, Seller or its assigns will assess and Buyer
will promptly pay a $50 fee per dishonored item, or the maximum amount allowed
by applicable state law, if lower.

16. CROSS COLLATERAL.
Buyer grants to Seller and any assignee of Seller a security interest in the
Collateral to secure the payment and performance of all absolute and all
contingent obligations and liabilities of Buyer to Seller or to such assignee of
Seller, now existing or hereafter arising, whether under this Contract or any
other agreement and whether due directly or by assignment; provided, however,
upon any assignment of the Contract by Seller, the assignee shall be deemed, for
the purpose of this paragraph, the only party with a security interest in the
Collateral.

17. TIME PRICE DIFFERENTIAL.
The effective daily Time Price Differential ("TPD") shall be based on and shall
vary with fluctuations in the LIBOR Rate. The applicable rate of interest
("Buyer's Rate") shall be equal to the LIBOR Rate applicable to that date plus
2.35% percent per annum, compounded daily on the unpaid balance. The TPD due
each month shall be equal to the sum of the daily TPDs for the month. As used in
this calculation, "LIBOR Rate" shall mean the London Interbank Offered Rates for
one (1) month maturities as reported in the Money Rates section of the Wall
Street Journal. The LIBOR Rate reported on the first business day of each
calendar month shall be used to determine The Buyer's Rate during the month.
Based on the initial Buyer's Rate and assuming that all payments are timely
made, the aggregate TPD will be $88,680.45. Fluctuations in LIBOR, as well as
early or late payments over the term of the Contract will cause the actual
aggregate TPD, the Time Balance and Total Time Sale Price to be different than
disclosed. Any delay in payment or increase in LIBOR could cause those amounts
to be greater than disclosed, resulting in a larger final or "balloon" payment.
Early payments or reductions in LIBOR could cause those amounts to be less than
disclosed, resulting in a smaller final or "balloon" payment or reduced number
of payments. If Buyer has requested a fixed payment schedule, the amount of the
periodic payments will be based upon an interest rate fixed solely for that
purpose. Differences between this rate and Buyer's Rate will be accounted for by
an adjustment in the final or "balloon" payment and/or the number of payments.
In no event shall Buyer be required to pay interest in excess of the maximum
rate allowed by law of the state having jurisdiction over the transaction. The
intention of the parties is to conform strictly to applicable state usury laws,
which may reduce the Buyer's Rate to the maximum amount allowed under such usury
laws now or hereafter in effect.

18. FINANCIAL INFORMATION.
Buyer agrees to furnish Seller promptly with any financial statements or other
information which seller may reasonably request from time to time. Any and all
financial statements will be prepared on a basis of generally accepted
accounting principles, and will be complete and correct and fairly present
Buyer's financial condition as of the date thereof. Seller may at any reasonable
time examine the books and records of Buyer and make copies thereof.

19. CHATTEL PAPER.
This specific Security Agreement is to be sold only to PACCAR Financial Corp.
and is subject to the security interest of PACCAR Financial Corp. The only copy
of this Security Agreement which constitutes Chattel Paper for all purposes of
the Uniform Commercial Code is the copy marked "ORIGINAL FOR PACCAR FINANCIAL
CORP." which is delivered to and held by PACCAR Financial Corp. Any change in
the name of the assignee of this Security Agreement from PACCAR Financial Corp.
shall render the copy of this Security Agreement so changed VOID and of no force
and effect. No assignee or secured party other than PACCAR Financial Corp. will
under any circumstances acquire any rights in, under or to this Security
Agreement or any sums due hereunder, except that PACCAR Financial Corp. may, by
a separate written assignment signed by PACCAR Financial Corp, assign it
interest received hereunder.

20. PREPAYMENT FEE.

21. MISCELLANEOUS.
(a) This Contract shall be binding, jointly and severally, upon all parties
described as the "Buyer" and their respective heirs, executors,
representatives, successors and assigns and shall inure to the benefit of PFC,
its successors and assigns.
(b) This Contract and any other evidence of the indebtedness given in
connection herewith may be assigned by Seller to a third party without notice
to Buyer and Buyer hereby waives any defense, counterclaim or cross-complaint
by Buyer against any assignee, agreeing that Seller shall be solely responsible
therefor.
(c) Buyer acknowledges receipt of a true copy of this contract, and waives
acceptance hereof.



  NOTICE - SEE ALL PAGES FOR IMPORTANT TERMS WHICH ARE PART OF THIS CONTRACT.
  WARNING: LIABILITY INSURANCE FOR BODILY INJURY AND PROPERTY DAMAGE CAUSED TO
                    OTHERS NOT INCLUDED UNDER THIS CONTRACT.

                                NOTICE TO BUYER
1. DO NOT SIGN THIS CONTRACT BEFORE YOU HAVE READ IT OR IF IT CONTAINS ANY
BLANK SPACES.
2. YOU ARE ENTITLED TO AN EXACT COPY OF THE CONTRACT YOU SIGN.
3. UNDER THE LAW YOU HAVE THE RIGHT TO PAY OFF IN ADVANCE THE FULL AMOUNT DUE
AND OBTAIN A PARTIAL REFUND OF THE FINANCE CHARGE (TIME PRICE DIFFERENTIAL).
4. KEEP THIS CONTRACT TO PROTECT YOUR LEGAL RIGHTS.

BUYER ACKNOWLEDGES THAT A TRUE COPY OF THIS CONTRACT HAS BEEN RECEIVED, READ,
AND WAS COMPLETELY FILLED IN BEFORE BEING SIGNED.


SELLER: KENWORTH OF DOTHAN, INC.           BUYER: BOYD BROS. TRANSPORTATION INC.

                                           TAX ID: 63-6006515



BY:                                        BY:
   ------------------------------             ----------------------------------
   Allyson L. Moore, Truck Billing Manage     Richard Bailey, CFO

DATE: April 22, 2003                       DATE: April 22, 2003



                                           BY:
                                              ----------------------------------

                                           TITLE:
                                                 -------------------------------

                                           DATE: April 22, 2003





Page 4 of 4 of Security Agreement dated on or about April 22, 2003 between Boyd
Bros. Transportation Inc. (Buyer) and Kenworth of Dothan, Inc. (Seller) which
includes, without limitation, an item of Collateral with the following Vehicle
Identification Number: 1XKADB9X94J050484.


Cat. No. 1258A (CA-97) OTIS Version 1.3.0                    Printed Apr-22-2003

                      ORIGINAL FOR PACCAR FINANCIAL CORP.

[PACCAR                                                       SECURITY AGREEMENT
FINANCIAL LOGO]                                    SCHEDULE E: EQUIPMENT LISTING
- --------------------------------------------------------------------------------

This Schedule E is affixed to and made part of the Security Agreement Retail
Installment Contract dated April 22, 2003 by and between KENWORTH OF DOTHAN,
INC. ("Seller") and BOYD BROS. TRANSPORTATION INC. ("Buyer") covering the
equipment as described below:



- --------------------------------------------------------------------------------
                       DESCRIPTION OF PURCHASED EQUIPMENT
- --------------------------------------------------------------------------------
                                    VEHICLE
                                IDENTIFICATION                        PRICE
YEAR  MAKE          MODEL            NUMBER           NEW/USED      OF VEHICLE
- --------------------------------------------------------------------------------
                                                     
2004  Kenworth      T6006586    1XKADB9X94J050484       New         $82,961.25
2004  Kenworth      T6006587    1XKADB9X04J050485       New         $82,961.25
2004  Kenworth      T6006588    1XKADB9X24J050486       New         $82,961.25
2004  Kenworth      T6006589    1XKADB9X44J050487       New         $82,961.25
2004  Kenworth      T6006590    1XKADB9X64J050488       New         $82,961.25
2004  Kenworth      T6006591    1XKADB9X84J050489       New         $82,961.25
2004  Kenworth      T6006592    1XKADB9X44J050490       New         $82,961.25
2004  Kenworth      T6006593    1XKADB9X64J050491       New         $82,961.25
2004  Kenworth      T6006594    1XKADB9X84J050492       New         $82,961.25
2004  Kenworth      T6006595    1XKADB9XX4J050493       New         $82,961.25
2004  Kenworth      T6006596    1XKADB9X14J050494       New         $82,961.25
- --------------------------------------------------------------------------------
                                                         TOTAL:    $912,573.75
- --------------------------------------------------------------------------------





- --------------------------------------------------------------------------------
                       DESCRIPTION OF TRADE-IN EQUIPMENT
- --------------------------------------------------------------------------------
                        VEHICLE
                     IDENTIFICATION
YEAR  MAKE     MODEL     NUMBER            ALLOWANCE     PAYOFF    PAYOFF DUE TO
- --------------------------------------------------------------------------------
                                                 
                                    TOTAL:   $0.0         $0.0
- --------------------------------------------------------------------------------




SELLER: KENWORTH OF DOTHAN, INC.          BUYER: BOYD BROS. TRANSPORTATION INC.

                                          TAX ID  63-6006515


BY:                                       By:
      --------------------------                --------------------------------
      Allyson L. Moore,                         Richard Bailey, CFO
      Truck Billing Manage

DATE: April 22, 2003                      DATE: April 22, 2003


                                          BY:                        TITLE:
                                             ------------------------      -----

                                          DATE: April 22, 2003




                      ORIGINAL FOR PACCAR FINANCIAL CORP.
Cat. No. 9877A (C5-97) OTIS Version 1.3.0                    Printed Apr-22-2003

EX-10.3

                                                                         EX 10.3
                                                              SECURITY AGREEMENT
[PACCAR FINANCIAL LOGO]                              RETAIL INSTALLMENT CONTRACT
- --------------------------------------------------------------------------------



                     SELLER                                       BUYER

                                                  
NAME           Kenworth of Dothan, Inc.      NAME           Boyd Bros. Transportation Inc.
PLACE OF       461 Ross Clark Cir.           STREET         825 West Leffels Lane
BUSINESS       Dothan, AL 36303-             ADDRESS        Springfield, OH 45506-
MAILING        461 Ross Clark Cir.           MAILING        825 West Leffels Lane
ADDRESS        Dothan, AL 36303-             ADDRESS        Springfield, OH 45506-


Seller hereby sells, and Buyer (meaning all undersigned buyers, jointly and
severally) hereby purchases, subject to the terms set forth below and on any
attachments hereto, the following described vehicle (the "Vehicle"), delivery
and acceptance of which in good order Buyer hereby acknowledges.

Buyer hereby grants a security interest in the Vehicle and any additional
collateral (collectively the "Collateral"), and any Additions and Accessions
thereto (as defined below), to Seller and its assigns to secure prompt payment
of the indebtedness herein and performance of Buyer's other obligations,
including any additional indebtedness incurred as provided by this Contract and
any extensions and renewals of the obligations and future advances and is
subject to paragraph 16 "Cross Collateral" and the other provisions below. The
security interest extends to the proceeds of the Collateral and the proceeds of
any insurance policy.

Buyer also acknowledges that Seller has offered to sell the Vehicles for the
cash price indicated, but that the Buyer has chosen to purchase on the terms
and conditions of this Contract.

                  DESCRIPTION OF VEHICLE COLLATERAL (for security purposes only)



YEAR      MAKE      MODEL     VEHICLE IDENTIFICATION NUMBER      NEW/USED       PRICE OF VEHICLE
- ----      ----      -----     ------- -------------- ------      --------       ----- -- -------
                                                                
        DETAIL SHOWN ON SECURITY AGREEMENT SCHEDULE E: EQUIPMENT LISTING
                                                                 Total:         $834,070.00



                                   DESCRIPTION OF TRADE-IN EQUIPMENT



YEAR      MAKE      MODEL     VEHICLE IDENTIFICATION NUMBER      ALLOWANCE            PAYOFF         PAYOFF DUE TO
- ----      ----      -----     ------- -------------- ------      ---------            ------         ------ --- --
                                                                                  
        DETAIL SHOWN ON SECURITY AGREEMENT SCHEDULE E: EQUIPMENT LISTING
                                                                 Total: $0.00         $0.00



                                   ITEMIZATION OF AMOUNT FINANCED

                                                                           
          TOTAL CASH PRICE                             Cash Price          $834,070.00
                                                        Sales Tax                $0.00
                                                        Title Fee                $0.00
          1.                                     TOTAL CASH PRICE                              $834,070.00
          DOWN PAYMENT:                              Net Trade-In                $0.00
                                                             Cash                $0.00
          2.                                   TOTAL DOWN PAYMENT                                    $0.00
          3. UNPAID CASH PRICE (1-2)                                                           $834,070.00
          4. TOTAL AMOUNT OF INSURANCE PREMIUMS (4A+4B)                                              $0.00
          FEES: (Itemize)                     5A. Official Fee(s)                $0.00
                                     5B. Document Preparation Fee                $0.00

          5.                                   TOTAL FEES (5A+5B)                                    $0.00
          6. PRINCIPAL BALANCE (Basic Time Price) (3+4+5)                                      $834,070.00
          7. FINANCE CHARGE - [Time Price Differential-(Section 17)]                            $80,683.40

          8. CONTRACT BALANCE (Time Balance) (6+7)                                             $914,753.40
          9. TOTAL TIME SALE PRICE (1+4+5+7)                                                   $914,753.40

          












- --------------------------------------------------------------------------------
Page 1 of 4 of Security Agreement dated on or about May 15, 2003 between Boyd
Bros. Transportation Inc. (Buyer) and Kenworth of Dothan, Inc. (Seller) which
includes, without limitation, an item of Collateral with the following Vehicle
Identification Number: 1XKDDB9X24J050663.
- --------------------------------------------------------------------------------
Cat. No. 1258A (CA-97) OTIS Version 1.3.0                    Printed May-14-2003
                      ORIGINAL FOR PACCAR FINANCIAL CORP.
                                                                BUYER'S INITIALS
                                                                  [          ]

PACCAR                                                        SECURITY AGREEMENT
FINANCIAL                                            RETAIL INSTALLMENT CONTRACT
- --------------------------------------------------------------------------------

                                PAYMENT SCHEDULE

The Contract Balance (Item 8) is payable to the Seller or his assignee based on
the following schedule:




First Installment     No. of installments      Amount Each        First Installment     No. of installments      Amount Each
                                                                            
1. June 20 2003           60                    $15,245.89









                                   INSURANCE

4A. PHYSICAL DAMAGE INSURANCE is required. Buyer may provide such insurance
through any insurance company authorized to do business in this state, although
Seller, as to dual interest insurance, may reject any insurer for reasonable
cause.

PHYSICAL DAMAGE INSURANCE IS NOT FINANCED IN THIS CONTRACT.

4B. CREDIT LIFE, CREDIT ACCIDENT AND HEALTH are not required by Seller, are not
a factor in approval of credit, and are not included.



I DESIRE:                                  INSURANCE COMPANY             TERM      PREMIUM
                                                                          
N/A CREDIT LIFE INSURANCE                  N/A                           N/A         $0.00
N/A CREDIT ACCIDENT & HEALTH INSURANCE     N/A                           N/A         $0.00



Buyer acknowledges disclosure of insurance charges above and requests and
authorizes Seller to obtain insurance coverage checked and include the cost in
item 4.

                       AGGREGATE COST OF INSURANCE PREMIUM (4A + 4B):     $0.00


                         BUYER REPRESENTS AND WARRANTS

The Collateral is to be used for business and commercial purposes, and not for
agricultural purposes or for personal, family or household use. The Collateral
will be titled in the state of OH.


Buyer's chief place of business is located at  STREET      825 West Leffels Lane
                                               CITY        Springfield
                                               COUNTY      Clark
                                               STATE       OH
                                               ZIP CODE    45506-

Buyer will immediately notify Seller in writing of any change in the above
address or location. This contract is entered into in the State of Alabama and
is governed by its laws.


                               DELINQUENCY CHARGE

For each installment not paid when due, Buyer agrees to pay Seller a
delinquency charge calculated thereon at the rate of 1 1/2% per month for the
period of delinquency or, at Seller's option, 5% of such installment, provided
that such a delinquency charge is not prohibited by law, otherwise at the
highest rate Buyer can legally obligate itself to pay and/or Seller can legally
collect.










Page 2 of 4 of Security Agreement dated on or about May 15, 2003 between Boyd
Bros. Transportation Inc. (Buyer) and Kenworth of Dothan, Inc. (Seller) which
includes, without limitation, an item of Collateral with the following Vehicle
Identification Number: 1XKDDB9X24J050663.

                                                                BUYER'S INITIALS
                                                                 [            ]


Cat. No. 1258A (CA-97) OTIS Version 1.3.0   ORIGINAL FOR PACCAR FINANCIAL CORP.
Printed May-14-2003

PACCAR [LOGO]                                                 SECURITY AGREEMENT
FINANCIAL                                            RETAIL INSTALLMENT CONTRACT
- --------------------------------------------------------------------------------

1. CERTIFICATE OF TITLE - LIENS.

Buyer agrees that any Certificate of Title on the Collateral will show Seller's
security interest (lien) and will be delivered promptly to Seller. Seller has
the right to hold the Certificate of Title until Buyer pays all indebtedness and
performs all other obligations under this Contract. Buyer promises not to give
any other party a lien or security interest in the Collateral without Seller's
written Consent. Buyer promises not to part with possession of, sell or lease
the Collateral without Seller's written approval. Buyer hereby

(a) agrees that from time to time, at the expense of the Buyer, Buyer will
promptly execute and deliver all further instruments and documents, and take all
further action that may be necessary or desirable, or that Seller may request,
in order to perfect or protect any security interest granted or purported to be
granted hereby or to enable Seller to exercise and enforce its rights and
remedies hereunder with respect to any Collateral, and

(b) grants to Seller the power to sign Buyer's name and on behalf of Buyer to
execute and file applications for title, transfers of title, financing
statements, notices of lien and other documents pertaining to any or all of the
Collateral.

2. ASSIGNMENT.

Seller has the right to assign this Contract to PACCAR Financial Corp. If Seller
does assign it, PACCAR Financial Corp. will take all of the Seller's right,
title and interest under this Contract (including Seller's interest in the
Collateral). Thereafter, the term "Seller" in this contract shall mean PACCAR
Financial Corp. This means, among other things, that Buyer will be required to
make the payments under this Contract directly to PACCAR Financial Corp. Buyer
agrees that if Seller assigns this Contract, and PACCAR Financial Corp. sues
Buyer to collect any amount Buyer owes to PACCAR Financial Corp. or to enforce
any of Buyer's other obligations to PACCAR Financial Corp., Buyer will not
assert any claim or defense Buyer has against Seller as a claim, defense, or
setoff against PACCAR Financial Corp.

3. INSURANCE.

Buyer agrees to keep the collateral continuously insured against fire, theft,
collision, and any other hazard Seller specifies by an insurance company Seller
has approved. The amount of insurance shall be the full insurable value of the
Collateral or the full amount of all obligations this Contract secures,
whichever is greater. The insurance policy shall provide, in a form acceptable
to Seller, for payment of any loss to Seller. Buyer shall deliver promptly to
Seller certificates or, if requested, policies of insurance satisfactory to
Seller, each with a loss-payable endorsement naming Seller or its assigns as
loss-payee as their interests may appear. The insurance policy shall provide
that it can be canceled only after written notice of intention to cancel has
been delivered to Seller at least ten (10) days before the cancellation date. If
the Collateral is lost or damaged, Seller shall have full power to collect any
or all insurance proceeds and to apply them as Seller chooses either to satisfy
any obligation secured by this Contract (whether or not due or otherwise
matured), or to repair the Collateral. If Buyer obtains insurance from a company
Seller has not approved, or fails to obtain any insurance, Seller may (but does
not have to) obtain any insurance Seller desires to protect its interests. If
Seller does so, Buyer shall reimburse Seller upon demand for its expenses.
Seller shall have no liability at all for any losses which occur because no
insurance has been obtained or the coverage of the insurance which has been
obtained is incomplete.

4. TAXES.

Buyer agrees to pay before delinquency all sales and other taxes, license fees
and other governmental charges imposed on the Collateral or its sale or use.

5. USE OF COLLATERAL.

Buyer agrees to keep the Collateral in good repair; to prevent any waste, loss,
damage, or destruction of or to the Collateral; to prevent any unlawful use of
the Collateral; and not to make or allow to be made any significant change in
the Collateral or in its chassis, body or special equipment, without Seller's
written consent. Buyer assumes all risk of damage, loss or destruction of or to
the Collateral, whether or not insured against. Seller may examine the
collateral wherever located at any time, and Buyer will inform Seller of the
Collateral's location upon Seller's request.

6. EXPENSES PAID BY SELLER.

Buyer agrees to reimburse Seller upon demand for any expenses paid by Seller
such as taxes, insurance premiums, repair bills, title fees, or any expenses
incurred under Section 11. Buyer's obligation to pay the expenses shall be
secured by this Contract.

7. TRADE-INS.

If Buyer has traded in any property, Buyer represents and warrants that the
description of it on the front of this Contract is accurate, that the title
conveyed is good and its transfer rightful, and that the property is delivered
free from any security interest or other lien or encumbrance.

8. NO WARRANTY.

If the Vehicle is new, there is no warranty other than that of the manufacturer.
If the Vehicle is used, it is sold "AS IS" and "WITH ALL FAULTS". SELLER MAKES
NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. UNLESS SET
OUT IN WRITING AND SIGNED BY THE SELLER, THERE ARE NO OTHER WARRANTIES EXPRESS
OR IMPLIED.

9. ADDITIONS TO COLLATERAL.

Anything added to the Collateral, including but not limited to engines,
transmissions, tires, wheels, fifth wheels, radios and electrical equipment,
tanks and any other body or structure that becomes part of the Collateral, shall
constitute "Additions & Accessions" and shall be subject to Seller's security
interest. All Additions & Accessions must stay with the Collateral if it is
repossessed or returned to Seller.

10. DEFAULT.

Time is of the essence in this Contract. The due dates for payments and the
performance of the other obligations under this contract are among its most
crucial provisions. Buyer shall be in default under this Contract upon the
occurrence of any of the following:

(a) Buyer fails to pay on or before the due date the full amount of any
scheduled payment, taxes, insurance premium, or other obligation secured by this
Contract or under any other instrument or agreement;

(b) Buyer fails to perform any of Buyer's obligations under this Contract;

(c) Any representation Buyer has made in this Contract or in any credit
application or financial statement Buyer has given in connection with the credit
secured by the Contract turns out to be false;

(d) Any check, note or other instrument given for a payment is dishonored when
presented for payment;

(e) The Collateral is seized or levied upon under any legal or governmental
process or proceeding against Buyer or the Collateral;

(f) Buyer becomes insolvent or subject to insolvency proceedings as defined in
the Uniform Commercial Code or becomes subject to bankruptcy;

(g) Buyer defaults in the payment or performance of any other agreement in
connection with any other obligation owed to PACCAR Financial Corp. or for
borrowed money; or

(h) Seller reasonably deems the Collateral in danger of misuse, confiscation,
damage, or destruction.

11. REMEDIES.

If Buyer defaults under this Contract, Seller may, at its option, with or
without notice to Buyer:

(a) Declare this Contract to be in default;

(b) Declare the entire amount of the unpaid Time Balance, after deducting
unearned Time Price Differential in accordance with the applicable state law,
and other charges and indebtedness secured by this Contract immediately due and
payable, without protest, presentment demand or notice (including but not
limited to notice of intent to accelerate and notice of acceleration), all of
which Buyer waives; and

(c) Exercise all of the rights and remedies of a secured party under the Uniform
Commercial Code and any other applicable laws.

In addition to the foregoing and any other rights Seller has under the law in
effect at the time of default, the following provisions shall apply:

(a) On Seller's demand, Buyer shall deliver possession of the Collateral to
Seller at a place Seller designates reasonably convenient to both parties.

(b) Seller may enter any premises, where the Collateral may be found and take
possession of it without notice, demand, or legal proceedings, provided such
entry is in compliance with the law.

(c) Seller shall give Buyer at least ten (10) days written notice of any sale of
the Collateral, which Buyer agrees to be reasonable notice. Notice shall be
given at the address specified in this Contract or other such address as Buyer
may specify in writing to Seller. Notice shall be effective when deposited in
the mails, postage prepaid, addressed as provided above.

(d) Expense of retaking, holding, preparing for sale, selling and the like shall
include, to the fullest extent permitted by law, (i) the fees of any attorneys
retained by Seller, and (ii) all other legal expenses incurred by Seller.

(e) Buyer agrees that it is liable for and will promptly pay any deficiency
resulting from any disposition or the Collateral after default.

12. NO WRONGFUL POSSESSION.

Buyer agrees that if Seller repossesses the Collateral or otherwise obtains
possession of it, Seller will not be in wrongful possession of any property
contained in the Collateral or attached to it in which Seller does not have a
security interest. Seller agrees to make any such property available for Buyer
to take back at a place reasonably convenient to both parties.

13. VARIATIONS OF CONTRACT.

No provision of this Contract may be changed or amended unless by a written
contract signed by Seller. Seller's acceptance of late payments does not mean
that Seller is obligated to accept any late payments in the future. No waiver of
any default shall operate as a waiver of any other default.

14. ENTIRE AGREEMENT: SEVERABILITY.

This Contract and the attached Exhibits and Addenda is the complete and
exclusive statement of rights and duties between Seller and Buyer. If any
provision is held unenforceable, it shall be deemed omitted without affecting
the enforceability of the remaining provisions.










- --------------------------------------------------------------------------------
Page 3 of 4 of Security Agreement dated on or about May 15, 2003 between Boyd
Bros. Transportation Inc. (Buyer) and Kenworth of Dothan, Inc. (Seller) which
includes, without limitation, an item of Collateral with the following Vehicle
Identification Number: 1XKDDB9X24J050663.
- --------------------------------------------------------------------------------
                                                                BUYER'S INITIALS
Cat No. 1258A OTIS Version 1.3.0
                      ORIGINAL FOR PACCAR FINANCIAL CORP.    Printed May-14-2003



                                                              SECURITY AGREEMENT
[PACCAR FINANCIAL LOGO]                              RETAIL INSTALLMENT CONTRACT
- --------------------------------------------------------------------------------

15. BAD CHECKS.
Whenever a check, draft or order given by or on behalf of Buyer for the purpose
of payment of any obligation arising under this Contract has been dishonored
for lack of funds or credit to pay the item, or because the account has been
closed, or for any other reason, Seller or its assigns will assess and Buyer
will promptly pay a $50 fee per dishonored item, or the maximum amount allowed
by applicable state law, if lower.

16. CROSS COLLATERAL.
Buyer grants to Seller and any assignee of Seller a security interest in the
Collateral to secure the payment and performance of all absolute and all
contingent obligations and liabilities of Buyer to Seller or to such assignee
of Seller, now existing or hereafter arising, whether under this Contract or
any other agreement and whether due directly or by assignment; provided,
however, upon any assignment of the Contract by Seller, the assignee shall be
deemed, for the purpose of this paragraph, the only party with a security
interest in the Collateral.

17. TIME PRICE DIFFERENTIAL.
The effective daily Time Price Differential ("TPD") shall be based on and shall
vary with fluctuations in the LIBOR Rate. The applicable rate of interest
("Buyer's Rate") shall be equal to the LIBOR Rate applicable to that date plus
2.35% percent per annum, compounded daily on the unpaid balance. The TPD due
each month shall be equal to the sum of the daily TPDs for the month. As used
in this calculation, "LIBOR Rate" shall mean the London Interbank Offered Rates
for one (1) month maturities as reported in the Money Rates section of the Wall
Street Journal. The LIBOR Rate reported on the first business day of each
calendar month shall be used to determine The Buyer's Rate during the month.
Based on the initial Buyer's Rate and assuming that all payments are timely
made, the aggregate TPD will be $80,683.40. Fluctuations in LIBOR, as well as
early or late payments over the term of the Contract will cause the actual
aggregate TPD, the Time Balance and Total Time Sale Price to be different than
disclosed. Any delay in payment or increase in LIBOR could cause those amounts
to be greater than disclosed, resulting in a larger final or "balloon" payment.
Early payments or reductions in LIBOR could cause those amounts to be less than
disclosed, resulting in a smaller final or "balloon" payment or reduced number
of payments. If Buyer has requested a fixed payment schedule, the amount of the
periodic payments will be based upon an interest rate fixed solely for that
purpose. Differences between this rate and Buyer's Rate will be accounted for
by an adjustment in the final or "balloon" payment and/or the number of
payments. In no event shall Buyer be required to pay interest in excess of the
maximum rate allowed by law of the state having jurisdiction over the
transaction. The intention of the parties is to conform strictly to applicable
state usury laws, which may reduce the Buyer's Rate to the maximum amount
allowed under such usury laws now or hereafter in effect.

18. FINANCIAL INFORMATION.
Buyer agrees to furnish Seller promptly with any financial statements or other
information which Seller may reasonably request from time to time. Any
information and all financial statements will be prepared on a basis of
generally accepted accounting principles, and will be complete and correct and
present Buyer's financial condition as of the date thereof. Seller may at any
reasonable time examine the books and records of Buyer and make copies thereof.

19. CHATTEL PAPER.
This specific Security Agreement is to be sold only to PACCAR Financial Corp.
and is subject to the security interest of PACCAR Financial Corp. The only copy
of this Security Agreement which constitutes Chattel Paper for all purposes of
the Uniform Commercial Code is the copy marked "ORIGINAL FOR PACCAR FINANCIAL
CORP." which is delivered to and held by PACCAR Financial Corp. Any change in
the name of the assignee of this Security Agreement from PACCAR Financial Corp.
shall render the copy of this Security Agreement so changed VOID and of no force
and effect. No assignee or secured party other than PACCAR Financial Corp. will
under any circumstances acquire any rights in, under or to this Security
Agreement or any sums due hereunder, except that PACCAR Financial Corp. may, by
a separate written assignment signed by PACCAR Financial Corp., assign its
interest received hereunder.

20. PREPAYMENT FEE.

21. MISCELLANEOUS.
(a) This Contract shall be binding, jointly and severally, upon all parties
described as the "Buyer" and their respective heirs, executors,
representatives, successors and assigns and shall inure to the benefit of PFC,
its successors and assigns.

(b) This Contract and any other evidence of the indebtedness given in
connection herewith may be assigned by Seller to a third party without notice
to Buyer and Buyer hereby waives any defense, counterclaim or cross-complaint
by Buyer against any assignee, agreeing that Seller shall be solely responsible
therefor.

c) Buyer acknowledges receipt of a true copy of this contract, and waives
acceptance hereof.

  NOTICE - SEE ALL PAGES FOR IMPORTANT TERMS WHICH ARE PART OF THIS CONTRACT.
       WARNING: LIABILITY INSURANCE FOR BODILY INJURY AND PROPERTY DAMAGE
               CAUSED TO OTHERS NOT INCLUDED UNDER THIS CONTRACT.

                                NOTICE TO BUYER

1. DO NOT SIGN THIS CONTRACT BEFORE YOU HAVE READ IT OR IF IT CONTAINS ANY
   BLANK SPACES.
2. YOU ARE ENTITLED TO AN EXACT COPY OF THE CONTRACT YOU SIGN.
3. UNDER THE LAW YOU HAVE THE RIGHT TO PAY OFF IN ADVANCE THE FULL AMOUNT DUE
   AND OBTAIN A PARTIAL REFUND OF THE FINANCE CHARGE (TIME PRICE DIFFERENTIAL).
4. KEEP THIS CONTRACT TO PROTECT YOUR LEGAL RIGHTS.

BUYER ACKNOWLEDGES THAT A TRUE COPY OF THIS CONTRACT HAS BEEN RECEIVED, READ,
AND WAS COMPLETELY FILLED IN BEFORE BEING SIGNED.

SELLER: KENWORTH OF DOTHAN, INC.          BUYER:  BOYD BROS. TRANSPORTATION INC.

                                          TAX ID: 63-6006515

BY:                                       BY:  /s/ Richard Bailey
     --------------------------------          ---------------------------------
     Allyson L. Moore,                         Richard Bailey, CFO
     Truck Billing Manage

DATE: May 15, 2003                        DATE: May 15, 2003




                                          BY:                       TITLE:
                                             -----------------------      ------

                                          DATE: May 15, 2003





- --------------------------------------------------------------------------------
Page 4 of 4 of Security Agreement dated on or about May 15, 2003 between Boyd
Bros. Transportation Inc. (Buyer) and Kenworth of Dothan, Inc. (Seller) which
includes, without limitation, an item of Collateral with the following Vehicle
Identification Number: 1XKDDB9X24J050663.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
                      ORIGINAL FOR PACCAR FINANCIAL CORP.
Cat. No. 1258A (CA-97) OTIS Version 1.3.0                    Printed May-14-2003


[PACCAR                                                       SECURITY AGREEMENT
FINANCIAL LOGO]                                    SCHEDULE E: EQUIPMENT LISTING
================================================================================

This Schedule E is affixed to and made part of the Security Agreement Retail
Installment Contract dated May 15, 2003 by and between KENWORTH OF DOTHAN, INC.
("Seller") and BOYD BROS. TRANSPORTATION INC. ("Buyer") covering the equipment
as described below:



- --------------------------------------------------------------------------------------------------
                                DESCRIPTION OF PURCHASED EQUIPMENT
- --------------------------------------------------------------------------------------------------
YEAR  MAKE        MODEL          VEHICLE IDENTIFICATION NUMBER       NEW/USED     PRICE OF VEHICLE
- --------------------------------------------------------------------------------------------------
                                                                   
2004  Kenworth    T8006607       1XKDDB9X24J050663                     New              $83,407.00
2004  Kenworth    T8006608       1XKDDB9X44J050664                     New              $83,407.00
2004  Kenworth    T8006609       1XKDDB9X64J050665                     New              $83,407.00
2004  Kenworth    T8006610       1XKDDB9X84J050666                     New              $83,407.00
2004  Kenworth    T8006611       1XKDDB9XX4J050667                     New              $83,407.00
2004  Kenworth    T8006612       1XKDDB9X14J050668                     New              $83,407.00
2004  Kenworth    T8006613       1XKDDB9X34J050669                     New              $83,407.00
2004  Kenworth    T8006614       1XKDDB9XX4J050670                     New              $83,407.00
2004  Kenworth    T8006615       1XKDDB9X14J050671                     New              $83,407.00
2004  Kenworth    T8006616       1XKDDB9X34J050672                     New              $83,407.00
- --------------------------------------------------------------------------------------------------
                                                                        TOTAL:         $834,070.00
- --------------------------------------------------------------------------------------------------





- --------------------------------------------------------------------------------------------------
                                DESCRIPTION OF TRADE-IN EQUIPMENT
- --------------------------------------------------------------------------------------------------
YEAR  MAKE        MODEL   VEHICLE IDENTIFICATION NUMBER       ALLOWANCE    PAYOFF    PAYOFF DUE TO
- --------------------------------------------------------------------------------------------------
                                                                   
                                                    TOTAL:        $0.00     $0.00
- --------------------------------------------------------------------------------------------------


SELLER:  KENWORTH OF DOTHAN, INC.         BUYER:  BOYD BROS. TRANSPORTATION INC.

                                          TAX ID: 63-6006515

BY:                                       BY: /s/ Richard Bailey
    ----------------------------------        ----------------------------------
    Allyson L. Moore, Truck Billing Manage    Richard Bailey, CFO

DATE: May 15, 2003                        DATE: May 15, 2003


                                          BY:                    TITLE:
                                              -------------------       --------

                                          DATE: May 15, 2003








Cat. No. 9877A (C5-97) OTIS Version 1.3.0    ORIGINAL FOR PACCAR FINANCIAL CORP.
Printed May-14-2003

EX-10.4

                                                                         EX 10.4

[PACCAR
FINANCIAL LOGO]                                   DIRECT LOAN SECURITY AGREEMENT
- --------------------------------------------------------------------------------

This DIRECT LOAN SECURITY AGREEMENT ("Security Agreement"), made on May 23,
2003 by and between BOYD           BROTHERS TRANSPORTATION, INC. a business
with its principal place of business at 3275 HIGHWAY 30, CLAYTON, ALABAMA 36016
("Debtor") and PACCAR FINANCIAL CORP. a Washington corporation with an address
at 777 106TH AVE. NE, BELLEVUE, WASHINGTON 98004 ("Secured Party").

1. INDEBTEDNESS. For value received, Debtor promises to pay Secured Party at
its office located at the address stated above or such other place as Secured
Party designates.

The amount owed herein shall be repaid in consecutive installments (including
both principal and interest) as follows:



- --------------------------------------------------------------------------------
                                  INSTALLMENTS
- --------------------------------------------------------------------------------
  PAYMENT DATE                 NUMBER OF PAYMENTS               PAYMENT AMOUNT
- --------------------------------------------------------------------------------
                                                              
  Jul 18, 2003                       72                             $3,968.18
- --------------------------------------------------------------------------------



beginning July 18, 2003 and on the same day of each month thereafter (each a
"Payment Date") until June 18, 2009, when the entire unpaid balance of
principal and interest, plus any other accrued charges, shall become due and
payable. The original principal balance herein is $252,345.00, and interest
paid on the unpaid principal balance from and including the date hereof at the
LIBOR Rate (as more fully defined herein), plus 2.85% per annum. Interest start
date is June 18, 2003.

As used herein, "LIBOR" shall mean the London Interbank Offered Rates for one
(1) month maturities as reported in the Money Rates section of the Wall Street
Journal. The LIBOR reported on the first business day of each calendar month
shall be used to determine Debtor's rate during that month.

The interest accrued may vary each month based on the timeliness of receipt of
payments compared to the Payment Dates outlined above and fluctuations in the
selected rate. Late payments or a higher rate will cause total interest paid to
be higher than originally expected and early payments or a lower rate will
cause total interest to be lower than originally expected. The final payment
will be adjusted to reflect the timeliness of payment receipt and fluctuations
in the selected rate.

The principal balance includes one or more official fees in the total amount of
$0.00, a document preparation fee of $300.00, and the cost of financing a
Preventive Maintenance Customer Agreement in the amount of $0.00.

Debtor may prepay in full, but not in part, its entire indebtedness hereunder
upon payment of a premium equal to 1/12 of 1% (.00083) of the current principal
balance at the time of such prepayment multiplied by the number of full months
remaining in the term of the Security Agreement, provided that such prepayment
penalty is not prohibited by applicable state law, otherwise at the highest
prepayment penalty Debtor can legally obligate itself to pay and/or Secured
party can legally collect.

2. USE OF PROCEEDS. Secured Party is hereby irrevocably authorized and directed
to disburse the proceeds of this Security Agreement as follows:



- --------------------------------------------------------------------------------
     AMOUNT  PAYEE NAME                           PAYEE ADDRESS
- --------------------------------------------------------------------------------
                                            
$117,420.00  Fontaine Trailer Company             P.O. Box 98710,
                                                  Chicago, Illinois 60693

  67,312.50  Boyd Brothers Transportation, Inc    3275 Highway 30,
                                                  Clayton, Alabama 36016

  67,312.50  Till Fab LTD (fed ex funds)          RR#3, Norwich, Ontario N0J1P0

     300.00  PACCAR Financial Corp.               3805 Crestwood Pkwy St 300,
                                                  Duluth, Georgia 30096
- --------------------------------------------------------------------------------


Debtor hereby acknowledges and agrees that the proceeds of this Security
Agreement will be used for commercial or business purposes and will not be used
for personal, family or household purposes.

Secured Party may disburse the proceeds using checks, drafts, orders, transfer
funds, or any other method or media Secured Party deems desirable. Disbursement
may be made in Secured Party's name on Debtor's behalf or in Debtor's name.
Disbursement in accordance with the above instructions or any written
supplement to these instructions will constitute payment and delivery to and
receipt by Debtor of all such proceeds.

3. SECURED INDEBTEDNESS. This Security Agreement secures the payment of the
indebtedness set forth above and any and all other obligations and liabilities
of Debtor to Secured Party whether due or to become due, direct or contingent,
now existing or hereafter incurred of any nature whatsoever, including without
limitation all legal fees, court costs and expenses of whatever kind incident
to the collection of any of said indebtedness or "Indebtedness"). Without
limiting the generality of the foregoing, this Security Agreement secures the
payment of all amounts which constitute part of the Indebtedness and would be
owed by Debtor to Secured Party but for the fact that they are unenforceable or
not allowable due to the existence of a bankruptcy, reorganization or similar
proceeding involving Debtor.


- --------------------------------------------------------------------------------
DEBTOR:        Boyd Brothers Transportation, Inc.              DEBTOR'S INITIALS
CONTRACT DATE: May 23, 2003            Page 1 of 5                [ILLEGIBLE]
- --------------------------------------------------------------------------------
ACT. NO. 9726 (R9-00)                                                  CLASS 170



[PACCAR
FINANCIAL LOGO]                                   DIRECT LOAN SECURITY AGREEMENT
- --------------------------------------------------------------------------------

4. GRANT OF SECURITY INTEREST. Debtor hereby grants to Secured Party, its
successors and assigns forever, a security interest in and against the
following equipment, motor vehicles, fixtures, goods, general intangibles, and
any additions, attachments, accessories and accessions thereto, any
substitutions, replacements or exchanges therefor, and any and all proceeds of
any and all other of the foregoing and, to the extent not otherwise included,
all (a) payments under insurance (whether or not Secured Party is the loss
payee thereof), or any indemnity, warranty or guaranty, payable by reason of
loss or damage to or otherwise with respect to any of the foregoing and (b)
cash, all of which property and proceeds is hereinafter individually and
collectively referred to as the "Collateral":

                         DESCRIPTION OF COLLATERAL


YEAR     MAKE      MODEL     VEHICLE IDENTIFICATION             COMMENT
- ----     ----      -----     ----------------------             -------
                                                    


*************************SEE COLLATERAL ADDENDUM***************************

5. RIGHTS OF SECURED PARTY IN THE COLLATERAL. The surrender of any document
evidencing the Indebtedness or any other obligation or liability secured
hereby, upon payment or otherwise, shall not affect the rights of Secured Party
to retain the Collateral for such other obligations and liabilities as may then
exist. Any third person at any time and from time to time holding all or a
portion of the Collateral shall be deemed to be holding and shall hold the
Collateral as the agent of, and as pledge holder for, Secured Party. At any
time and from time to time, Secured Party may give notice to any third person
holding all or any portion of the Collateral that such third person is holding
the Collateral as the agent of, and as pledge holder for, Secured Party.

6. DEBTOR REPRESENTATIONS AND WARRANTIES. Debtor represents and warrants as
follows: (a) If Debtor is a corporation, (i) it is duly organized, validly
existing and in good standing in its state of incorporation and is authorized
to conduct its business in all of the jurisdictions wherever it engages in such
business, and (ii) this Security Agreement is executed pursuant to authority of
its Board of Directors and with the consent of its shareholders; (b) Debtor is
the legal and beneficial owner of the Collateral free and clear of any lien,
security interest, option or other charge or encumbrance except for the
security interest created by this Security Agreement. No effective financing
statement or other document similar in effect covering all or any part of the
Collateral is on file in any recording office, except as may have been filed in
favor of Secured Party relating to this Security Agreement. Debtor has no trade
names other than those previously disclosed to Secured Party; (c) Debtor has
exclusive possession and control of the Collateral; (d) This Security Agreement
creates a valid first priority security interest in the Collateral, securing
the payment of the Indebtedness, and all filings and other actions necessary or
desirable to perfect and protect such security interest have been duly taken;
(e) No consent of any other person or entity and no authorization, approval, or
other action by, and no notice to or filing with, any governmental authority or
regulatory body is required for the perfection or maintenance of the security
interest created hereby (including the first priority nature of such security
interest); (f) There are no conditions precedent to the effectiveness of this
Security Agreement that have not been satisfied or waived; (g) the Collateral
will be titled in the State of Tennessee; (h) Debtor will immediately notify
Secured Party in writing of any change in Debtor's principal place of business
identified above; and (i) this Security Agreement is entered into in the State
of Georgia and is governed by its laws.

7. CERTIFICATE OF TITLE-LIENS. Debtor agrees that any Certificate of Title on
the Collateral will show Secured Party's security interest (lien) and will be
delivered promptly to Secured Party. Secured Party shall hold the Certificate
of Title until Debtor pays all of the Indebtedness and performs all other
obligations under this Security Agreement. Debtor promises not to give any
other party a lien or security interest in the Collateral without Secured
Party's written consent. Debtor promises not to part with possession of, sell
or lease the Collateral without Secured Party's written consent. Debtor hereby
(a) agrees that from time to time, at the expense of the Debtor, Debtor will
promptly execute and deliver all further instruments and documents, and take
all further action, that may be necessary or desirable, or that Secured Party
may request, in order to perfect or protect any security interest granted or
purported to be granted hereby or to enable Secured Party to exercise and
enforce its rights and remedies hereunder with respect to any Collateral, and
(b) grants to Secured Party the power to sign Debtor's name and on behalf of
Debtor to execute and file applications for title, transfers of title,
financing statements, notices of lien and other documents pertaining to any or
all of the Collateral.

8. INSURANCE. Debtor shall keep the Collateral continuously insured against
fire, theft, collision, and any other hazard Secured Party specifies by any
insurance company Secured Party has approved. The amount of insurance shall be
the full insurable value of the Collateral or the full amount of all
obligations this Security Agreement secures, whichever is greater. Debtor
agrees to deliver promptly to Secured Party certificates or, if requested,
policies of insurance satisfactory to Secured Party, each with a standard
long-form loss-payable endorsement naming Secured Party or assigns as
loss-delivered to Secured Party at least ten (10) days before the cancellation
date. If the Collateral is lost or damaged, Secured Party shall have full power
to collect any or all insurance proceeds and to apply them as Secured Party
chooses either (i) to satisfy any obligation secured by this Security
Agreement (whether or not due or otherwise matured), or (ii) to repair the
Collateral. If Debtor obtains insurance from a company Secured Party has not
approved, or fails to obtain any insurance, Secured Party may (but does not
have to) obtain any insurance Secured Party desires to protect its interests.
If Secured Party does so, Debtor shall reimburse Secured Party upon demand for
its expenses. Secured Party shall have no liability at all for any losses which
occur because no insurance was obtained or any insurance which has been
obtained is incomplete.

9. TAXES. Debtor agrees to pay before delinquency all taxes, license fees and
other governmental charges imposed on the Collateral or its sales or use.


- -------------------------------------------------------------------------------
DEBTOR:        Boyd Brothers Transportation, Inc.            DEBTOR'S INITIALS
CONTRACT DATE: May 23, 2003             Page 2 of 5             [illegible]
- -------------------------------------------------------------------------------
ACT. NO. 9726 (R9-00)                                                  CLASS 170

[PACCAR
FINANCIAL LOGO]                                   DIRECT LOAN SECURITY AGREEMENT
- --------------------------------------------------------------------------------

10. USE OF COLLATERAL. Debtor shall keep the Collateral in good repair, shall
prevent any waste, loss, damage, or destruction of or to the Collateral, shall
prevent any unlawful use of the Collateral, and shall not make or allow to be
made any significant change in the Collateral or its chassis, body, or special
equipment, without Secured Party's written consent. Debtor assumes all risk of
damage, loss, or destruction of or to the Collateral, whether or not insured
against. Secured Party may examine the Collateral wherever located at any time,
and Debtor will inform Secured Party of the Collateral's location upon Secured
Party's request.

11. EXPENSE PAID BY SECURED PARTY. Debtor agrees to reimburse Secured Party
upon demand for any expenses paid by Secured Party such as taxes, insurance
premiums, repair bills, title fees, the expenses set forth in Section 16(d)
hereof and any other expenses necessary to protect Secured Party's security
interest in the Collateral. Debtor's obligation to pay the expenses shall be
secured by this Security Agreement.

12. NO WARRANTY. If the Collateral is new, there is no warranty other than that
of the manufacturer. If the Collateral is used, it is sold "AS IS" and "WITH ALL
FAULTS." SECURED PARTY MAKES NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE, UNLESS SET OUT IN WRITING AND SIGNED BY SECURED PARTY. THERE
ARE NO, OTHER WARRANTIES EXPRESS OR IMPLIED.

13. ADDITIONS TO COLLATERAL. Anything added to the Collateral, including but
not limited to engines, transmissions, tires, wheels, fifth wheels, radios and
electrical equipment, tanks and any other body or structure, becomes part of
the Collateral and is subject to Secured Party's security interest, and must
stay with the Collateral if repossessed or returned to Secured Party.

14. PAYMENT APPLICATION AND DELINQUENCY CHARGES. All payments shall be applied
first to interest and then to principal. For each installment not paid when
due, Debtor agrees to pay Secured Party a delinquency charge calculated thereon
at the rate of 1-1/2% per month for the period of delinquency or, at Secured
Party's option, 5% of such installment (but under no circumstances shall the
delinquency charge exceed $10 for contracts governed by Arizona law, $25 for
contracts governed by Nebraska law, nor, for contracts governed by Pennsylvania
law, 4% of each overdue installment, per month, for the period of delinquency),
provided that such a delinquency charge is not prohibited by law, otherwise at
the highest rate Debtor can legally obligate itself to pay and/or Secured Party
can legally collect.

15. DEFAULT. Time is of the essence of this Security Agreement. The due dates
for payments and the performance of the other obligations under this Security
Agreement are among its most crucial provisions. Debtor shall be in default
under this Security Agreement upon the occurrence of any of the following: (a)
Debtor fails to pay on or before the due date the full amount of any scheduled
payment, taxes, insurance premium, or other obligation secured by this Security
Agreement; (b) Debtor fails to perform any of Debtor's obligations under this
Security Agreement; (c) Any representation Debtor has made in this Security
Agreement or in any credit application or financial statement Debtor has given
to Secured Party in connection with the credit secured by this Security
Agreement turns out to be false; (d) Any check, note or other instrument given
for a payment is dishonored when presented for payment; (e) The Collateral is
seized or levied upon under any legal or governmental process or proceeding
against Debtor or the Collateral; (f) Debtor becomes insolvent or subject to
insolvency proceedings as defined in the Uniform Commercial Code or becomes
subject to bankruptcy; (g) Debtor defaults in the payment or performance of any
other agreement in connection with any other obligation for borrowed money; or
(h) Secured Party reasonably deems the Collateral in danger of misuse,
confiscation, damage, or destruction.

16. REMEDIES. In the event of an event of default, Secured Party may declare the
entire indebtedness secured by this Security Agreement immediately due and
payable, without protest, presentment, notice, or demand, all of which Debtor
waives. All sums remaining unpaid in the agreed or accelerated date of maturity
shall bear interest at the rate of 1-1/2% per month, provided that such a rate
is not prohibited by law, otherwise at the highest lawful contract rate. If
Debtor defaults under this Security Agreement, in addition to the rights that
Secured Party has under the law in effect at the time of default, the following
provisions shall apply: (a) On Secured Party's demand, Debtor shall deliver
possession of the Collateral to Secured Party at a place Secured Party
designates reasonably convenient to both parties: (b) Secured Party may enter
any premises where the Collateral may be found and take possession of it without
notice, demand, or legal proceedings: (c) Secured Party shall give Debtor at
least ten (10) days written notice of any sale of the Collateral, which Debtor
agrees to be reasonable notice. Notice shall be given at the address specified
in this Security Agreement or other such address that Debtor may have previously
specified in writing to Secured Party. Notice shall be effective when deposited
in the mails, postage prepaid, addressed as provided above: (d) Expenses of
retaking, holding, preparing for sale, selling and the like shall include (i)
the fees of any attorneys retained by Secured Party and (ii) all other legal
expenses incurred by Secured Party. Debtor agrees that it shall be liable for
and shall promptly pay any deficiency resulting from any disposition of the
Collateral after default.

17. NO WRONGFUL POSSESSION. Debtor agrees that if Secured Party repossesses the
Collateral or otherwise obtains possession of it, Secured Party will not be in
wrongful possession of any property contained in the Collateral or attached to
it in which Secured Party does not have a security interest. Secured Party
agrees to make any such property available to Debtor to take back at a place
reasonably convenient to both parties.





- --------------------------------------------------------------------------------
DEBTOR:        Boyd Brothers Transportation, Inc.              DEBTOR'S INITIALS
CONTRACT DATE: May 23, 2003             Page 3 of 5              [ILLEGIBLE]
- --------------------------------------------------------------------------------
ACT. NO. 9726 (R9-00)                                                  CLASS 170

[PACCAR                                           DIRECT LOAN SECURITY AGREEMENT
FINANCIAL LOGO]
- --------------------------------------------------------------------------------
18. VARIATIONS OF CONTRACT. No provision of this Security Agreement may be
changed or amended unless by a written contract signed by Secured Party. Secured
Party's acceptance of late payments does not mean that Secured Party is
obligated to accept late payments in the future. No waiver of any default shall
operate as a waiver of any other default.

19. ENTIRE AGREEMENT: SEVERABILITY. This Security Agreement is the complete and
exclusive statement of rights and duties between Debtor and Secured Party. If
any provision is held unenforceable, it shall be deemed omitted without
affecting the enforceability of the remaining provisions.

20. BAD CHECKS. Whenever a check, draft or order given by or on behalf of
Debtor, for the purpose of payment of any obligation arising under this
Security Agreement, has been dishonored for lack of funds or credit to pay the
same or the maker, issuer or drawer has no account with the drawee, Secured
Party may collect from Debtor a reasonable handling fee, not to exceed the
maximum amount allowed by law in the state chosen by the parties to govern
this Security Agreement.

21. CROSS COLLATERAL. Debtor grants to Secured Party a security interest in all
collateral securing the payment and performance on any and all absolute or
contingent obligations and liabilities of Debtor to Secured Party, now existing
or hereinafter arising, whether under this Security Agreement or any other
agreement between Debtor and Secured Party, including, but not limited to,
security agreement retail installment contracts and equipment lease agreements.

22. MISCELLANEOUS. (a) This Security Agreement shall be binding, jointly and
severally, upon all parties described as the "Debtor" and their respective
heirs, executors, representatives, successors and assigns, and shall inure to
the benefit of Secured Party, its successors and assigns. (b) This Security
Agreement and any other evidence of the Indebtedness given in connection
herewith may be assigned without notice to Debtor and Debtor hereby waives any
defense, counterclaim or cross-complaint by Debtor against any assignee,
agreeing that Secured Party shall be solely responsible therefor. (c) Debtor
waives all homestead and other property exemption laws. (d) Debtor agrees to
furnish its annual financial statements and such interim statements as Secured
Party may require in form satisfactory to Secured Party. Any and all financial
statements will be prepared on a basis of generally accepted accounting
principles, and will be complete and correct and fairly present Debtor's
financial condition as of the date thereof. Secured Party may at any reasonable
time examine the books and records of Debtor and make copies thereof. (e)
Debtor acknowledges receipt of a true copy of this Security Agreement, and
waives acceptance hereof. (f) This Security Agreement shall continue in full
force and effect for so long as there shall remain in existence obligations or
liabilities from Debtor to Secured Party and for so long after the payment of
all outstanding obligations and liabilities as it is reasonably contemplated
that there may be future obligations and liabilities between Debtor and Secured
Party, which future obligations and liabilities shall be secured by the
security interest granted in this Security Agreement. (g) This Security
Agreement may be executed in one or more counterparts, each of which may be
deemed to be the original instrument, but all of which together shall
constitute but one instrument, and only one set of rights, duties and
obligations shall arise therefrom.

23. ADDITIONAL STATE-SPECIFIC PROVISIONS. For purposes of Florida law, the term
"principal balance" shall mean the "amount financed," i.e., the amount of credit
provided to  you. For purposes of Texas law, the term "principal balance" shall
mean the "unpaid balance" i.e., the amount financed.

Texas document preparation fee disclosure: "A DOCUMENTARY FEE IS NOT AN
OFFICIAL FEE. A DOCUMENTARY FEE IS NOT REQUIRED BY LAW, BUT MAY BE CHARGED TO
BUYERS FOR HANDLING DOCUMENTS AND PERFORMING SERVICES RELATING TO THE CLOSING
OF A SALE. A DOCUMENTARY FEE MAY NOT EXCEED $50 FOR A MOTOR VEHICLE CONTRACT OR
A REASONABLE AMOUNT AGREED TO BY THE PARTIES FOR A HEAVY COMMERCIAL VEHICLE
CONTRACT. THIS NOTICE IS REQUIRED BY LAW."











- --------------------------------------------------------------------------------
DEBTOR:        Boyd Brothers Transportation, Inc.              DEBTOR'S INITIALS
CONTRACT DATE: MAY 23, 2003
Page 4 of 5                                                      [ILLEGIBLE]
- --------------------------------------------------------------------------------
ACT. NO. 9726 (R9-00)                                                  CLASS 170

[PACCAR
FINANCIAL LOGO]                                   DIRECT LOAN SECURITY AGREEMENT
- --------------------------------------------------------------------------------

                                 NOTICE TO DEBTOR

1. LIABILITY INSURANCE FOR BODILY INJURY AND PROPERTY DAMAGE CAUSED TO OTHERS
   NOT INCLUDED UNDER THIS CONTRACT.

2. DO NOT SIGN THIS SECURITY AGREEMENT BEFORE YOU HAVE READ IT OR IF IT
   CONTAINS ANY BLANK SPACES.

3. YOU ARE ENTITLED TO AN EXACT COPY OF THE SECURITY AGREEMENT YOU SIGN.

4. UNDER THE LAW, YOU HAVE THE RIGHT: (A) TO PAY OFF IN ADVANCE THE FULL AMOUNT
   AND MAY OBTAIN A PARTIAL REFUND OF THE FINANCE CHARGE; (B) TO REDEEM THE
   PROPERTY IF REPOSSESSED FOR A DEFAULT; AND (C) TO REQUIRE, UNDER CERTAIN
   CONDITIONS, A RESALE OF THE PROPERTY, IF REPOSSESSED.

5. KEEP THIS SECURITY AGREEMENT TO PROTECT YOUR LEGAL RIGHTS.

6. NOTICE REQUIRED FOR CONTRACTS GOVERNED BY ARIZONA LAW: SELLER IS REGULATED
   BY THE ARIZONA STATE BANKING DEPARTMENT, AND COMPLAINTS CONCERNING THIS
   CONTRACT MAY BE MADE TO THAT AGENCY AT 2910 N. 44TH STREET, SUITE 310,
   PHOENIX, AZ 85018 ((602) 255-4421).

7. NOTICE REQUIRED FOR CONTRACTS GOVERNED BY TEXAS LAW: To contact PACCAR
   Financial Corp. about this account, call (940) 484-8100. This contract is
   subject in whole or in part to Texas law, which is enforced by the Consumer
   Credit Commissioner, 2601 North Lamar, Austin, TX 78705 ((713) 461-4074).


DEBTOR ACKNOWLEDGES THAT A TRUE COPY OF THIS SECURITY AGREEMENT HAS BEEN
RECEIVED, READ, AND WAS COMPLETELY FILLED IN BEFORE BEING SIGNED.


IN WITNESS WHEREOF, Debtor and Secured Party, intending to be legally bound
hereby, have duly executed this Security Agreement as of the day and year first
above written.


- --------------------------------------------------------------------------------
 SECURED PARTY:                             DEBTOR:
          PACCAR FINANCIAL CORP.              BOYD BROTHERS TRANSPORTATION, INC.
- --------------------------------------------------------------------------------
 BY:                                        BY:
                                                /s/  Richard Bailey
 ------------------------------------       ------------------------------------
 NAME:                                      NAME:
                                                    Richard Bailey
- --------------------------------------------------------------------------------
 TITLE:                                     TITLE:
                                                    CFO
- --------------------------------------------------------------------------------
 DATE:                                      DATE:
        May 23, 2003                               May 23, 2003
- --------------------------------------------------------------------------------
                                            TAX ID:
                                                   63-6006515
                                            ------------------------------------





- --------------------------------------------------------------------------------
DEBTOR:        Boyd Brothers Transportation, Inc.              DEBTOR'S INITIALS
CONTRACT DATE: May 23, 2003            Page 5 of 5
- --------------------------------------------------------------------------------
ACT. NO. 9726 (R9-00)                                                  CLASS 170

[PACCAR                                           DIRECT LOAN SECURITY AGREEMENT
FINANCIAL LOGO]                                              COLLATERAL ADDENDUM
- --------------------------------------------------------------------------------

This Collateral Addendum is annexed to and made part of a Direct Loan Security
Agreement dated May 23, 2003 by and between PACCAR FINANCIAL CORP. as "Secured
Party" and BOYD BROTHERS TRANSPORTATION, INC. as "Debtor" and describes
collateral in which Debtor grants Secured Party a security interest under the
terms and conditions of Paragraphs 3 and 4 of the Direct Loan Security
Agreement:


                         DESCRIPTION OF COLLATERAL


YEAR         MAKE               MODEL             VEHICLE IDENTIFICATION              COMMENT
- ----         ----               -----             ----------------------              -------
                                                                         
2003         Fontaine           Flatbed           13N14830341519378
2003         Fontaine           Flatbed           13N14830541519379
2003         Fontaine           Flatbed           13N14830541519382
2003         Fontaine           Flatbed           13N14830241519386
2003         Fontaine           Flatbed           13N14830441519390
2003         Fontaine           Flatbed           13N14830641519391
2003         Fontaine           Flatbed           13N14830341519395
2003         Fontaine           Flatbed           13N14830741519402
2003         Fontaine           Flatbed           13N14830941519403
2003         Fontaine           Flatbed           13N14830241519405
2003         Fontaine           Flatbed           13N14830441519406
2003         Fontaine           Flatbed           13N14830641519410
         Til Fab Flatdeck      Roll Tites               84025
         Til Fab Flatdeck      Roll Tites               84322
         Til Fab Flatdeck      Roll Tites               84027
         Til Fab Flatdeck      Roll Tites               48890
         Til Fab Flatdeck      Roll Tites               48917
         Til Fab Flatdeck      Roll Tites               84341
         Til Fab Flatdeck      Roll Tites               48892
         Til Fab Flatdeck      Roll Tites               50303
         Til Fab Flatdeck      Roll Tites               84319
         Til Fab Flatdeck      Roll Tites               84314
         Til Fab Flatdeck      Roll Tites               84030
         Til Fab Flatdeck      Roll Tites               84318






- --------------------------------------------------------------------------------
 SECURED PARTY:                              DEBTOR:
         PACCAR FINANCIAL CORP.               BOYD BROTHERS TRANSPORTATION, INC.
- --------------------------------------------------------------------------------
 By:                                         By:  /s/ Richard Bailey

 --------------------------------------      -----------------------------------
 NAME:                                       NAME:
                                                     Richard Bailey
- --------------------------------------------------------------------------------
 TITLE:                                      TITLE:
                                                     CFO
- --------------------------------------------------------------------------------
 DATE:                                       DATE:
         May 23, 2003                                May 23, 2003
- --------------------------------------------------------------------------------
                                             TAX ID: 63-6006515
                                             -----------------------------------


- --------------------------------------------------------------------------------
DEBTOR:             Boyd Brothers Transportation, Inc.
CONTRACT DATE:      May 23, 2003         Page 1 of 1
- --------------------------------------------------------------------------------
ACT. NO. 9728 (R9-00)

[PACCAR                                                       INSURANCE APPENDIX
FINANCIAL LOGO]                       COMPREHENSIVE AND COLLISION SELF INSURANCE
- --------------------------------------------------------------------------------

This appendix is attached to and incorporated into the Direct Loan Security
Agreement (Security Agreement) dated May 23, 2003 between BOYD BROTHERS
TRANSPORTATION, INC. ("Debtor") and PACCAR FINANCIAL CORP. ("Secured Party"),
relating to the purchase and sale of certain Equipment described in the
Description of Vehicle - Collateral section of the Security Agreement.
Capitalized terms used herein and not otherwise defined have the meanings set
forth in the Security Agreement.

Section 8 of the Security Agreement requires Debtor to "keep the Collateral
continuously insured against fire, theft, collision and any other hazard
Secured Party specifies" on the terms stated therein.

Provided that no default has occurred under the Security Agreement, Secured
Party hereby waives the requirements of Section 8 of the Security Agreement.

In consideration of Secured Party's waiver of the requirements of Section 8 of
the Security Agreement, Debtor agrees that:

(1)  In the event that an item of Collateral is lost, stolen, destroyed or
     damaged, Debtor shall, within thirty (30) days thereof and at Secured
     Party's election,

     (A) replace the item of Collateral with another item suitable to Secured
         Party; or
     (B) pay the total amount of the obligation secured by the item of
         Collateral; or
     (C) repair the specific item of Collateral.

(2)  Secured Party may cancel this Appendix at any time and for any reason upon
     written notice of cancellation to Debtor. Debtor shall thereafter comply
     with the insurance provisions of Section 8 of the Security Agreement, and
     shall deliver the certificate of insurance required by Section 8 of the
     Security Agreement to Secured Party within ten (10) days of receipt of the
     notice of cancellation of this Appendix.

(3)  Nothing herein shall be construed to create any duty on the part of Secured
     Party to provide insurance of any kind and Debtor shall be solely liable
     for any loss, cost or damage incurred or allegedly incurred arising out of
     this Appendix.

     Debtor's failure to comply with any of the provisions of this Appendix
shall constitute a default under the Security Agreement.



- --------------------------------------------------------------------------------
SECURED PARTY:                          DEBTOR:
     PACCAR FINANCIAL CORP.                   BOYD BROTHERS TRANSPORTATION, INC.
- --------------------------------------------------------------------------------
BY:                                     BY: /s/ Richard Bailey
- ------------------------------------     ---------------------------------------
NAME:                                   NAME:
                                              Richard Bailey
- --------------------------------------------------------------------------------
TITLE:                                  TITLE:
                                              CFO
- --------------------------------------------------------------------------------
DATE:                                   DATE:
     May 23, 2003                             May 23, 2003
- --------------------------------------------------------------------------------
                                        TAX ID:
                                              63-6006515
                                        ----------------------------------------






- --------------------------------------------------------------------------------
DEBTOR:        Boyd Brothers Transportation, Inc.
CONTRACT DATE: May 23, 2003
- --------------------------------------------------------------------------------
CAT. NO. 7818 (R2-96)

[PACCAR                                                DIRECT LOAN CROSS-DEFAULT
FINANCIAL LOGO]                                   AND CROSS COLLATERAL AGREEMENT
- --------------------------------------------------------------------------------

To: PACCAR Financial Corp.

You have made one or more direct loans to us (herein designated "Accounts") for
the purpose of our buying, or refinancing already purchased, equipment and/or
inventory (herein designated "Collateral"). The Accounts create security
interests in the Collateral.

In order to induce you to extend our time of payment on one or more Accounts
and/or to make additional loans to us and/or lease Collateral to us and/or to
purchase additional Accounts, and in consideration of you so doing, and for
other good and valuable consideration, the receipt and sufficiency of which we
hereby acknowledge, we agree as follows:

(1)  All presently existing and hereafter acquired Collateral (the description
     of which is incorporated herein by reference) in which you have or shall
     have a security interest shall secure the payment and performance of all of
     our liabilities and obligations to you of every kind and character, whether
     joint or several, direct or indirect, absolute or contingent, due or to
     become due, and whether under presently existing or hereafter created
     Accounts or agreements or otherwise (herein individually and collectively
     designated "Obligations").

(2)  We further agree that your security interest in the Collateral covered by
     any Account now held or hereafter acquired by you shall not be terminated
     in whole or part until and unless all of our Obligations to you are fully
     paid and satisfied and the terms of every Account now owned or hereafter
     acquired by you have been fully performed by us. It is further agreed that
     you are to retain your security interest in all Collateral covered by all
     Accounts now owned or hereafter acquired by you, as security for payment
     and performance under every Account, notwithstanding the fact that one or
     more of such Accounts have been or may become fully paid.

(3)  A default under any Account or other agreement between us shall be deemed
     to be a default under all other Accounts and agreements.

(4)  Upon our default, any and all Accounts and agreements shall, at your
     option, become immediately due and payable without notice or demand to us
     or any other party obligated thereon, and you shall have and may exercise
     any and all rights and remedies of a secured party under the Uniform
     Commercial Code as enacted in the applicable jurisdiction(s) and as
     otherwise granted or accorded to you under any Account, other agreement,
     rule of law, judicial decision or statute. We hereby waive, to the maximum
     extent permitted by law, notices of default, notices of repossession and
     sale or other disposition of collateral, and all other notices, and in the
     event any such notice cannot be waived, we agree that if such notice is
     mailed to us postage prepaid at the address shown below at least ten (10)
     days prior to the exercise by you of any of your rights or remedies, such
     notice shall be deemed to be reasonable and shall fully satisfy any
     requirement for giving notice.

(5)  All rights and remedies granted to you hereunder shall be cumulative and
     not alternative, shall be in addition to, and shall in no manner impair or
     affect, your rights and remedies under any existing Account, agreement,
     statute, judicial decision or rule of law.

This instrument is intended to create cross-default and cross-security between
and among all Accounts now owned or hereafter acquired by you.

This agreement may not be varied or altered nor its provisions waived except by
our duly executed written agreement. This agreement shall inure to the benefit
of your successors and assigns and shall be binding upon our heirs,
administrators, executors, legal representatives, successors and assigns.

IN WITNESS WHEREOF, we have executed this Agreement this twenty-third day of
May, 2003.


- ---------------------------------------------------
 DEBTOR:
          BOYD BROTHERS TRANSPORTATION, INC.
- ---------------------------------------------------
 ADDRESS:
          3275 Highway 30
- ---------------------------------------------------
 CITY, STATE ZIP:
          Clayton, Alabama 36016
- ---------------------------------------------------
 BY:
          /s/ Richard Bailey
 -------------------------------------------------
 NAME:
          Richard Bailey
- ---------------------------------------------------
 TITLE:
          CFO
- ---------------------------------------------------




CAT. NO. 7976 DLD

EX-10.5

                                                                    EXHIBIT 10.5

                                PROMISSORY NOTE

                                     7/1/03
                               ------------------
                                     (DATE)


FOR VALUE RECEIVED, Boyd Bros. Transportation Inc. a corporation located at the
address stated below ("MAKER") promises, jointly and severally if more than one,
to pay to the order of GENERAL ELECTRIC CAPITAL CORPORATION or any subsequent
holder hereof (each, a "PAYEE") at its office located at 1000 WINDWARD CONCOURSE
SUITE 403, ALPHARETTA, GA 30005 or at such other place as Payee or the holder
hereof may designate, the principal sum of SEVEN HUNDRED THREE THOUSAND NINE
HUNDRED FIFTY FIVE AND 00/100 DOLLARS ($703,955.00), with interest on the unpaid
principal balance, from the date hereof through and including dates of payment,
at a floating per annum simple interest rate ("Contract Rate") as hereinafter
calculated.

The Contract Rate for any given period ("Effective Period") following the first
Effective Period shall be equal to the sum of (i) Two and Fifty hundredths
percent (2.50%) per annum plus (ii) a variable per annum interest rate ("Current
LIBOR"), which shall be equal to the rate under the column indicating the one
month Eurodollar Deposits (London) ("LIBOR") as stated in the Federal Reserve
Statistical Release H.15 (519) published on the first Business Day of the
current month in which the applicable Effective Period ends. If, for any reason
whatsoever, the Federal Reserve Statistical Release H.15 (519) is no longer
published, the Current LIBOR shall be equal to the rate listed for LIBOR which
is published in the Money Rates Column of the Wall Street Journal, Eastern
Edition (or, in the event such rate is not so published, in such other
nationally recognized publication as Payee may specify) on the first Business
Day of the calendar month in which the applicable Effective Period ends. As used
herein, the term "Business Day" shall mean and include any calendar day other
than a day on which all commercial banks in the City of New York, New York are
required or authorized to be closed.

The first Effective Period shall begin on the date hereof, and shall continue
through the earlier of (w) the date the first Periodic Installment (or part
thereof) is received by Payee and (x) the date on which the first Periodic
Installment is due. Each subsequent Effective Period shall begin on the day
after the last day of the previous Effective Period and shall continue through
the earlier of (y) the date the earliest due and unpaid Periodic Installment (or
part thereof) is received by Payee and (z) the date on which the next Periodic
Installment is due. The Contract Rate for the first Effective Period shall be
equal to the sum of (i) Two and Fifty Hundredths percent (2.50%) per annum plus
(ii) a variable per annum interest rate, which shall be equal to the rate listed
for LIBOR under the column indicating the such rate as stated in the Federal
Reserve Statistical Release H.15 (519) published as of the first Business Day
of the month in which the Effective Period ends.

Subject to the other provisions hereof, the principal and interest on this Note
is payable in lawful money of the United States in Seventy Two (72) consecutive
monthly installments as follows:



                Periodic
               Installment              Amount
               -----------              ------
                                   
                 1 - 71               $10,933.50




each ("Periodic Installment") and a final installment which shall be in the
amount of the total outstanding unpaid principal and interest. The first
Periodic Installment shall be due and payable on 8/1/03 and the following
Periodic Installments shall be due and payable on the same day of each
succeeding period (each, a "Payment Date"). All payments shall be applied first
to interest and then to principal. The acceptance by Payee of any payment which
is less than payment in full of all amounts due and owing at such time shall not
constitute a waiver of Payee's right to receive payment in full at such time or
at any prior or subsequent time. Interest shall be calculated on the basis of a
365 day year (366 day leap year) and will be charged at the Contract Rate for
each calendar day on which any principal is outstanding.

The amount and number of the Periodic Installments will not change with
fluctuations in the Contract Rate. Any increase in the Contract Rate shall be
reflected by a corresponding decrease in the portion of the Periodic Installment
credited to the remaining unpaid principal balance. Any decrease in the Contract
Rate shall be reflected as a corresponding increase in the portion of the
Periodic Installment credited to the remaining unpaid principal balance.
Notwithstanding the foregoing, at the end of each three (3) month period
commencing with the first Payment Date hereof, Maker agrees to pay to Payee
forthwith an additional sum ("Quarterly Payment") sufficient to amortize the
unpaid principal over the balance of the original term hereof at the Contract
Rate applicable for the first Periodic Installment.

If, and for so long as, the amount of interest due exceeds the amount of the
Periodic Installment, Maker agrees to pay forthwith, in addition to (i) any
Periodic Installment then due and (ii) any Quarterly Payment, the amount by
which said interest exceeds the Periodic Installment. In the event interest only
is required to be paid during any period, the interest for such period shall be
due and payable monthly as it accrues and shall be calculated on the unpaid
principal balance existing at the commencement of such period.

The Maker hereby expressly authorizes the Payee to insert the date value is
actually given in the blank space on the face hereof and on all related
documents pertaining hereto.

This Note may be secured by a security agreement, chattel mortgage, pledge
agreement or like instrument (each of which is hereinafter called a "SECURITY
AGREEMENT").

Time is of the essence hereof. If any installment or any other sum due under
this Note or any Security Agreement is not received within ten (10) days after
its due date, the Maker agrees to pay, in addition to the amount of each such
installment or other sum, a late payment charge of five percent (5%) of the
amount of said installment or other sum, but not exceeding any lawful maximum.
If (i) Maker fails to make payment of any amount due hereunder within ten (10)
days after the same becomes due and payable; or (ii) Maker is in default under,
or fails to perform under any term or condition contained in any Security
Agreement, then the entire principal sum remaining unpaid, together with all
accrued interest thereon and any other sum payable under this Note or any
Security Agreement, at the election of Payee, shall immediately become due and
payable, with interest thereon at the lesser of eighteen percent (18%) per annum
or the highest rate not prohibited by applicable law from the date of such
accelerated maturity until paid (both before and after any judgment).






The Maker may prepay in full, but not in part, the entire indebtedness hereunder
upon payment of the entire indebtedness plus an additional sum as a premium
equal to the following percentages of the remaining principal balance for the
indicated period:

Prior to the first annual anniversary date of this Note: One percent (1%)

and zero percent (0%) thereafter, plus all other sums due hereunder or under any
Security Agreement.

It is the intention of the parties hereto to comply with the applicable usury
laws; accordingly, it is agreed that, notwithstanding any provision to the
contrary in this Note or any Security Agreement, in no event shall this Note or
any Security Agreement require the payment or permit the collection of interest
in excess of the maximum amount permitted by applicable law. If any such excess
interest is contracted for, charged or received under this Note or any Security
Agreement, or if all of the principal balance shall be prepaid, so that under
any of such circumstances the amount of interest contracted for, charged or
received under this Note or any Security Agreement on the principal balance
shall exceed the maximum amount of interest permitted by applicable law, then in
such event (a) the provisions of this paragraph shall govern and control, (b)
neither Maker nor any other person or entity now or hereafter liable for the
payment hereof shall be obligated to pay the amount of such interest to the
extent that it is in excess of the maximum amount of interest permitted by
applicable law, (c) any such excess which may have been collected shall be
either applied as a credit against the then unpaid principal balance or refunded
to Maker, at the option of the Payee, and (d) the effective rate of interest
shall be automatically reduced to the maximum lawful contract rate allowed under
applicable law as now or hereafter construed by the courts having jurisdiction
thereof. It is further agreed that without limitation of the foregoing, all
calculations of the rate of interest contracted for, charged or received under
this Note or any Security Agreement which are made for the purpose of
determining whether such rate exceeds the maximum lawful contract rate, shall be
made, to the extent permitted by applicable law, by amortizing, prorating,
allocating and spreading in equal parts during the period of the full stated
term of the indebtedness evidenced hereby, all interest at any time contracted
for, charged or received from Maker or otherwise by Payee in connection with
such indebtedness; provided, however, that if any applicable state law is
amended or the law of the United States of America preempts any applicable state
law, so that it becomes lawful for the Payee to receive a greater interest per
annum rate than is presently allowed, the Maker agrees that, on the effective
date of such amendment or preemption, as the case may be, the lawful maximum
hereunder shall be increased to the maximum interest per annum rate allowed by
the amended state law or the law of the United States of America.

The Maker and all sureties, endorsers, guarantors or any others (each such
person, other than the Maker, an "OBLIGOR") who may at any time become liable
for the payment hereof jointly and severally consent hereby to any and all
extensions of time, renewals, waivers or modifications of, and all substitutions
or releases of, security or of any party primarily or secondarily liable on this
Note or any Security Agreement or any term and provision of either, which may be
made, granted or consented to by Payee, and agree that suit may be brought and
maintained against any one or more of them, at the election of Payee without
joinder of any other as a party thereto, and that Payee shall not be required
first to foreclose, proceed against, or exhaust any security hereof in order to
enforce payment of this Note. The Maker and each Obligor hereby waives
presentment, demand for payment, notice of nonpayment, protest, notice of
protest, notice of dishonor, and all other notices in connection herewith, as
well as filing of suit (if permitted by law) and diligence in collecting this
Note or enforcing any of the security hereof, and agrees to pay (if permitted by
law) all expenses incurred in collection, including Payee's actual attorneys'
fees. Maker and each Obligor agrees that fees not in excess of twenty percent
(20%) of the amount then due shall be deemed reasonable.


THE MAKER HEREBY UNCONDITIONALLY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM
OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF, DIRECTLY OR INDIRECTLY, THIS
NOTE, ANY OF THE RELATED DOCUMENTS, ANY DEALINGS BETWEEN MAKER AND PAYEE
RELATING TO THE SUBJECT MATTER OF THIS TRANSACTION OR ANY RELATED TRANSACTIONS,
AND/OR THE RELATIONSHIP THAT IS BEING ESTABLISHED BETWEEN MAKER AND PAYEE. THE
SCOPE OF THIS WAIVER IS INTENDED TO BE ALL ENCOMPASSING OF ANY AND ALL DISPUTES
THAT MAY BE FILED IN ANY COURT (INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS,
TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY
CLAIMS.) THIS WAIVER IS IRREVOCABLE MEANING THAT IT MAY NOT BE MODIFIED EITHER
ORALLY OR IN WRITING, AND THE WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS,
RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS NOTE, ANY RELATED DOCUMENTS, OR
TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THIS TRANSACTION OR ANY RELATED
TRANSACTION. IN THE EVENT OF LITIGATION, THIS NOTE MAY BE FILED AS A WRITTEN
CONSENT TO A TRIAL BY THE COURT.

This Note and any Security Agreement constitute the entire agreement of the
Maker and Payee with respect to the subject matter hereof and supercedes all
prior understandings, agreements and representations, express or implied.

No variation or modification of this Note, or any waiver of any of its
provisions or conditions, shall be valid unless in writing and signed by an
authorized representative of Maker and Payee. Any such waiver, consent,
modification or change shall be effective only in the specific instance and for
the specific purpose given.

Any provision in this Note or any Security Agreement which is in conflict with
any statute, law or applicable rule shall be deemed omitted, modified or altered
to conform thereto.


                                        BOYD BROS. TRANSPORTATION INC.



- -----------------------------           By:  /s/ Richard Bailey
(Witness)                                     --------------------------------

- -----------------------------           Name:  Richard Bailey
(Print name)                                   -------------------------------

- -----------------------------           Title:  CFO/COO
(Address)                                      -------------------------------
                                        Federal Tax ID#:      636006515
                                                         ---------------------

                                        Address:  3275 Highway 30, Clayton,
                                                  Barbour County, AL 36016


                                    ANNEX A
                                       TO
                          COLLATERAL SCHEDULE NO. 002
                          TO MASTER SECURITY AGREEMENT
                            DATED AS OF May 21, 2002

                      CERTIFICATE OF DELIVERY/INSTALLATION

To: General Electric Capital Corporation (together with its successors and
assigns, if any, "SECURED PARTY")

     Pursuant to the provisions of the above Collateral Schedule to the above
Security Agreement and the related Promissory Note (collectively, the "LOAN")
the undersigned ("DEBTOR") hereby certifies and warrants that (a) all Equipment
listed below has been delivered and installed (if applicable); (b) the Debtor
has inspected the Equipment, and all such testing as it deems necessary has been
performed by Debtor, Supplier or the manufacturer; (c) Debtor has found all such
Equipment to be satisfactory and meets all applicable specifications and is
fully operational for its intended use; and (d) the Equipment was first
delivered to Debtor on _______________ and copies of the Bill(s) of Lading or
other documentation acceptable to Secured Party which show the date of delivery
are attached hereto.



NUMBER
OF UNITS          MANUFACTURER              SERIAL NUMBERS             MODEL AND TYPE OF EQUIPMENT
- --------          ------------              --------------             ---------------------------
                                                              
1                 Fontaine                  13N14830641519309          IFTW-6-8048WSAWK     Tailer
1                 Fontaine                  13N14830241519310          IFTW-6-8048WSAWK     Tailer
1                 Fontaine                  13N14830441519311          IFTW-6-8048WSAWK     Tailer
1                 Fontaine                  13N14830641519312          IFTW-6-8048WSAWK     Tailer
1                 Fontaine                  13N14830841519313          IFTW-6-8048WSAWK     Tailer
1                 Fontaine                  13N14830X41519314          IFTW-6-8048WSAWK     Tailer
1                 Fontaine                  13N14830141519315          IFTW-6-8048WSAWK     Tailer
1                 Fontaine                  13N14830341519316          IFTW-6-8048WSAWK     Tailer
1                 Fontaine                  13N14830541519317          IFTW-6-8048WSAWK     Tailer
1                 Fontaine                  13N14830741519318          IFTW-6-8048WSAWK     Tailer
1                 Fontaine                  13N14830941519319          IFTW-6-8048WSAWK     Tailer
1                 Fontaine                  13N14830541519320          IFTW-6-8048WSAWK     Tailer
1                 Fontaine                  13N14830741519321          IFTW-6-8048WSAWK     Tailer
1                 Fontaine                  13N14830941519322          IFTW-6-8048WSAWK     Tailer
1                 Fontaine                  13N14830041519323          IFTW-6-8048WSAWK     Tailer
1                 Fontaine                  13N14830241519324          IFTW-6-8048WSAWK     Tailer
1                 Fontaine                  13N14830441519325          IFTW-6-8048WSAWK     Tailer
1                 Fontaine                  13N14830641519326          IFTW-6-8048WSAWK     Tailer
1                 Fontaine                  13N14830841519327          IFTW-6-8048WSAWK     Tailer
1                 Fontaine                  13N14830X41519328          IFTW-6-8048WSAWK     Tailer
1                 Fontaine                  13N14830141519329          IFTW-6-8048WSAWK     Tailer
1                 Fontaine                  13N14830841519330          IFTW-6-8048WSAWK     Tailer
1                 Fontaine                  13N14830X41519331          IFTW-6-8048WSAWK     Tailer
1                 Fontaine                  13N14830141519332          IFTW-6-8048WSAWK     Tailer
1                 Fontaine                  13N14830341519333          IFTW-6-8048WSAWK     Tailer
1                 Fontaine                  13N14830541519334          IFTW-6-8048WSAWK     Tailer
1                 Fontaine                  13N14830741519335          IFTW-6-8048WSAWK     Tailer
1                 Fontaine                  13N14830941519336          IFTW-6-8048WSAWK     Tailer
1                 Fontaine                  13N14830041519337          IFTW-6-8048WSAWK     Tailer
1                 Fontaine                  13N14830241519338          IFTW-6-8048WSAWK     Tailer
1                 Fontaine                  13N14830441519339          IFTW-6-8048WSAWK     Tailer
1                 Fontaine                  13N14830041519340          IFTW-6-8048WSAWK     Tailer
1                 Fontaine                  13N14830241519341          IFTW-6-8048WSAWK     Tailer
1                 Fontaine                  13N14830441519342          IFTW-6-8048WSAWK     Tailer
1                 Fontaine                  13N14830641519343          IFTW-6-8048WSAWK     Tailer
1                 Fontaine                  13N14830841519344          IFTW-6-8048WSAWK     Tailer
1                 Fontaine                  13N14830X41519345          IFTW-6-8048WSAWK     Tailer
1                 Fontaine                  13N14830141519346          IFTW-6-8048WSAWK     Tailer
1                 Fontaine                  13N14830341519347          IFTW-6-8048WSAWK     Tailer
1                 Fontaine                  13N14830541519348          IFTW-6-8048WSAWK     Tailer
1                 Fontaine                  13N14830741519349          IFTW-6-8048WSAWK     Tailer
1                 Fontaine                  13N14830341519350          IFTW-6-8048WSAWK     Tailer
1                 Fontaine                  13N14830541519351          IFTW-6-8048WSAWK     Tailer
1                 Fontaine                  13N14830741519352          IFTW-6-8048WSAWK     Tailer
1                 Fontaine                  13N14830941519353          IFTW-6-8048WSAWK     Tailer


                                                                               
1                 Fontaine                  13N14830041519354          IFTW-6-8048WSAWK     Tailer
1                 Fontaine                  13N14830241519355          IFTW-6-8048WSAWK     Tailer
1                 Fontaine                  13N14830441519356          IFTW-6-8048WSAWK     Tailer
1                 Fontaine                  13N14830641519357          IFTW-6-8048WSAWK     Tailer
1                 Fontaine                  13N14830841519358          IFTW-6-8048WSAWK     Tailer
1                 Fontaine                  13N14830X41519359          IFTW-6-8048WSAWK     Tailer
1                 Fontaine                  13N14830641519360          IFTW-6-8048WSAWK     Tailer
1                 Fontaine                  13N14830841519361          IFTW-6-8048WSAWK     Tailer
1                 Fontaine                  13N14830X41519362          IFTW-6-8048WSAWK     Tailer
1                 Fontaine                  13N14830141519363          IFTW-6-8048WSAWK     Tailer
1                 Fontaine                  13N14830341519364          IFTW-6-8048WSAWK     Tailer
1                 Fontaine                  13N14830541519365          IFTW-6-8048WSAWK     Tailer
1                 Fontaine                  13N14830741519366          IFTW-6-8048WSAWK     Tailer
1                 Fontaine                  13N14830941519367          IFTW-6-8048WSAWK     Tailer
1                 Fontaine                  13N14830041519368          IFTW-6-8048WSAWK     Tailer
1                 Fontaine                  13N14830241519369          IFTW-6-8048WSAWK     Tailer
1                 Fontaine                  13N14830941519370          IFTW-6-8048WSAWK     Tailer
1                 Fontaine                  13N14830041519370          IFTW-6-8048WSAWK     Tailer



Equipment immediately listed above is located at: 3275 Highway 30, Clayton,
Barbour County, AL 36016

                                                  BOYD BROS. TRANSPORTATION INC.

                                                  By: Richard Bailey
                                                     ___________________________

                                                  Name:_________________________

                                                  Title:   CFO
                                                        ________________________

                                                  Date:_________________________

                          COLLATERAL SCHEDULE NO. 002

THIS COLLATERAL SCHEDULE NO. 002 is annexed to and made a part of that certain
Master Security Agreement dated as of May 21, 2002 between General Electric
Capital Corporation, together with its successors and assigns, if any, as
Secured Party and Boyd Bros. Transportation Inc. as Debtor and describes
collateral in which Debtor has granted Secured Party a security interest in
connection with the Indebtedness (as defined in the Security Agreement)
including without limitation that certain Promissory Note dated              in
the original principal amount of $703,955.00.

QUANTITY   MANUFACTURER    SERIAL NUMBER       YEAR/MODEL AND TYPE OF EQUIPMENT

1          Fontaine        13N14830641519309   2004 IFTW-6-8048WSAWK Tailer
1          Fontaine        13N14830241519310   2004 IFTW-6-8048WSAWK Tailer
1          Fontaine        13N14830441519311   2004 IFTW-6-8048WSAWK Tailer
1          Fontaine        13N14830641519312   2004 IFTW-6-8048WSAWK Tailer
1          Fontaine        13N14830841519313   2004 IFTW-6-8048WSAWK Tailer
1          Fontaine        13N14830X41519314   2004 IFTW-6-8048WSAWK Tailer
1          Fontaine        13N14830141519315   2004 IFTW-6-8048WSAWK Tailer
1          Fontaine        13N14830341519316   2004 IFTW-6-8048WSAWK Tailer
1          Fontaine        13N14830541519317   2004 IFTW-6-8048WSAWK Tailer
1          Fontaine        13N14830741519318   2004 IFTW-6-8048WSAWK Tailer
1          Fontaine        13N14830941519319   2004 IFTW-6-8048WSAWK Tailer
1          Fontaine        13N14830541519320   2004 IFTW-6-8048WSAWK Tailer
1          Fontaine        13N14830741519321   2004 IFTW-6-8048WSAWK Tailer
1          Fontaine        13N14830941519322   2004 IFTW-6-8048WSAWK Tailer
1          Fontaine        13N14830041519323   2004 IFTW-6-8048WSAWK Tailer
1          Fontaine        13N14830241519324   2004 IFTW-6-8048WSAWK Tailer
1          Fontaine        13N14830441519325   2004 IFTW-6-8048WSAWK Tailer
1          Fontaine        13N14830641519326   2004 IFTW-6-8048WSAWK Tailer
1          Fontaine        13N14830841519327   2004 IFTW-6-8048WSAWK Tailer
1          Fontaine        13N14830X41519328   2004 IFTW-6-8048WSAWK Tailer
1          Fontaine        13N14830141519329   2004 IFTW-6-8048WSAWK Tailer
1          Fontaine        13N14830841519330   2004 IFTW-6-8048WSAWK Tailer
1          Fontaine        13N14830X41519331   2004 IFTW-6-8048WSAWK Tailer
1          Fontaine        13N14830141519332   2004 IFTW-6-8048WSAWK Tailer
1          Fontaine        13N14830341519333   2004 IFTW-6-8048WSAWK Tailer
1          Fontaine        13N14830541519334   2004 IFTW-6-8048WSAWK Tailer
1          Fontaine        13N14830741519335   2004 IFTW-6-8048WSAWK Tailer
1          Fontaine        13N14830941519336   2004 IFTW-6-8048WSAWK Tailer
1          Fontaine        13N14830041519337   2004 IFTW-6-8048WSAWK Tailer
1          Fontaine        13N14830241519338   2004 IFTW-6-8048WSAWK Tailer
1          Fontaine        13N14830441519339   2004 IFTW-6-8048WSAWK Tailer
1          Fontaine        13N14830041519340   2004 IFTW-6-8048WSAWK Tailer
1          Fontaine        13N14830241519341   2004 IFTW-6-8048WSAWK Tailer
1          Fontaine        13N14830441519342   2004 IFTW-6-8048WSAWK Tailer
1          Fontaine        13N14830641519343   2004 IFTW-6-8048WSAWK Tailer
1          Fontaine        13N14830841519344   2004 IFTW-6-8048WSAWK Tailer
1          Fontaine        13N14830X41519345   2004 IFTW-6-8048WSAWK Tailer
1          Fontaine        13N14830141519346   2004 IFTW-6-8048WSAWK Tailer
1          Fontaine        13N14830341519347   2004 IFTW-6-8048WSAWK Tailer
1          Fontaine        13N14830541519348   2004 IFTW-6-8048WSAWK Tailer
1          Fontaine        13N14830741519349   2004 IFTW-6-8048WSAWK Tailer
1          Fontaine        13N14830341519350   2004 IFTW-6-8048WSAWK Tailer
1          Fontaine        13N14830541519351   2004 IFTW-6-8048WSAWK Tailer
1          Fontaine        13N14830741519352   2004 IFTW-6-8048WSAWK Tailer
1          Fontaine        13N14830941519353   2004 IFTW-6-8048WSAWK Tailer
1          Fontaine        13N14830041519354   2004 IFTW-6-8048WSAWK Tailer
1          Fontaine        13N14830241519355   2004 IFTW-6-8048WSAWK Tailer
1          Fontaine        13N14830441519356   2004 IFTW-6-8048WSAWK Tailer
1          Fontaine        13N14830641519357   2004 IFTW-6-8048WSAWK Tailer
1          Fontaine        13N14830841519358   2004 IFTW-6-8048WSAWK Tailer
1          Fontaine        13N14830X41519359   2004 IFTW-6-8048WSAWK Tailer
1          Fontaine        13N14830641519360   2004 IFTW-6-8048WSAWK Tailer
1          Fontaine        13N14830841519361   2004 IFTW-6-8048WSAWK Tailer
1          Fontaine        13N14830X41519362   2004 IFTW-6-8048WSAWK Tailer
1          Fontaine        13N14830141519363   2004 IFTW-6-8048WSAWK Tailer
1          Fontaine        13N14830341519364   2004 IFTW-6-8048WSAWK Tailer
1          Fontaine        13N14830541519365   2004 IFTW-6-8048WSAWK Tailer
1          Fontaine        13N14830741519366   2004 IFTW-6-8048WSAWK Tailer
1          Fontaine        13N14830941519367   2004 IFTW-6-8048WSAWK Tailer

                                         
1          Fontaine       13N14830041519368        2004 IFTW-6-8048WSAWK Tailer
1          Fontaine       13N14830241519369        2004 IFTW-6-8048WSAWK Tailer
1          Fontaine       13N14830941519370        2004 IFTW-6-8048WSAWK Tailer
1          Fontaine       13N14830041519371        2004 IFTW-6-8048WSAWK Tailer


Equipment immediately listed above is located at: 3275 Highway 30, Clayton,
Barbour County, AL 36016

and including all additions, attachments, accessories and accessions thereto,
and any and all substitutions, replacements or exchanges therefor, and all
insurance and/or other proceeds thereof.

Debtor is and will remain in full compliance with all laws and regulations
applicable to it including, without limitation, (i) ensuring that no person who
owns a controlling interest in or otherwise controls Debtor is or shall be (Y)
listed on the Specially Designated Nationals and Blocked Person List maintained
by the Office of Foreign Assets Control ("OFAC"), Department of the Treasury,
and/or any other similar lists maintained by OFAC pursuant to any authorizing
statute, Executive Order or regulation or (Z) a person designated under Section
1(b), (c) or (d) of Executive Order No. 13224 (September 23, 2001), any related
enabling legislation or any other similar Executive Orders, and (ii) compliance
with all applicable Bank Secretary Act ("BSA") laws, regulations and government
guidance on BSA compliance and on the prevention and detection of money
laundering violations.


SECURED PARTY:                               DEBTOR:

GENERAL ELECTRIC CAPITAL CORPORATION         BOYD BROS. TRANSPORTATION INC.

By:                                          By: /s/ Richard Bailey
   ------------------------------------         --------------------------------

Name:                                        Name:   Richard Bailey
     ----------------------------------           ------------------------------

Title:                                       Title:  CFO
      ---------------------------------            -----------------------------

Date:                                        Date:
     ----------------------------------           ------------------------------

BOYD BROS. TRANSPORTATION INC.
3275 Highway 30
Clayton, AL 36016

RE: AMENDMENT ON SELF-INSURANCE

Gentlemen:

This letter is written in connection with our chattel mortgage, security
agreement or lease agreement ("CONTRACT"), dated as of May 21, 2002, and the
collateral or equipment described therein ("EQUIPMENT"). We hereby propose to
amend the Contract as follows:

Anything in the Contract to the contrary notwithstanding, it is agreed that you
shall have the right, at your sole risk and expense, to self-insure the
Equipment against the risk of loss or damage. However, if at any time the
undersigned shall reasonably deem itself insecure with such self-insurance,
then you agree, upon receipt of notice from the undersigned, to obtain
insurance against such risk from companies acceptable to the undersigned as
required by the Contract.

Except as expressly amended hereinabove, the Contract would remain in full
force and effect. Nothing in this letter shall be deemed to be a waiver of any
liability insurance coverage that may be required by the Contract and, to the
extend that such coverage is required by the Contract, it is agreed and
understood that you must, at your sole cost and expense, obtain such coverage
from companies acceptable to the undersigned.

If the foregoing is acceptable, please evidence your consent by executing in the
appropriate space provided below and returning the fully executed copy to the
undersigned.

                                          Very truly yours,


                                               By:
                                                  ------------------------------

                                               Name:
                                                    ----------------------------

                                               Title:
                                                     ---------------------------


AGREED TO AND ACCEPTED

BOYD BROS. TRANSPORTATION INC.

By: /s/ Richard Bailey
   --------------------------------

Name:
     ------------------------------

Title: CFO
      -----------------------------

Date:
     ------------------------------

                                             Date May 12, 2003





General Electric Capital Corporation
1000 Windward Concourse Suite 403
Alpharetta, GA 30005

Gentlemen:

     You are hereby irrevocably authorized and directed to deliver and apply
the proceeds of your loan to the undersigned evidenced by that Note dated
_______________ and secured by that Security Agreement or Chattel Mortgage
dated May 21, 2002, as follows:


     Fontaine Trailer Company                $703,955.00


      This authorization and direction is given pursuant to the same authority
authorizing the above-mentioned borrowing.

                                             Very truly yours,

                                             BOYD BROS. TRANSPORTATION INC.

                                             By:       /s/  RICHARD BAILEY
                                                ________________________________

                                             Name:          Richard Bailey
                                                  ______________________________

                                             Title:         CFO
                                                   _____________________________

EX-31.1

                                                                    EXHIBIT 31.1

CERTIFICATIONS

I, Gail B. Cooper, certify that:

         1.       I have reviewed this quarterly report on Form 10-Q of Boyd
                  Bros. Transportation Inc.;

         2.       Based on my knowledge, this report does not contain any untrue
                  statement of a material fact or omit to state a material fact
                  necessary to make the statements made, in light of the
                  circumstances under which such statements were made, not
                  misleading with respect to the period covered by this report;

         3.       Based on my knowledge, the financial statements, and other
                  financial information included in this report, fairly present
                  in all material respects the financial condition, results of
                  operations and cash flows of the registrant as of, and for,
                  the periods presented in this report;

         4.       The registrant's other certifying officers and I are
                  responsible for establishing and maintaining disclosure
                  controls and procedures (as defined in Exchange Act Rules
                  13a-15(e) and 15d-15(e)) for the registrant and we have:

                           a.       Designed such disclosure controls and
                                    procedures, or caused such disclosure
                                    controls and procedures to be designed under
                                    our supervision, to ensure that material
                                    information relating to the registrant,
                                    including its consolidated subsidiaries, is
                                    made known to us by others within those
                                    entities, particularly during the period in
                                    which this report is being prepared;

                           b.       Evaluated the effectiveness of the
                                    registrant's disclosure controls and
                                    procedures and presented in this report our
                                    conclusions about the effectiveness of the
                                    disclosure controls and procedures, as of
                                    the end of the period covered by this report
                                    based on such evaluation; and

                           c.       Disclosed in this report any change in the
                                    registrant's internal control over financial
                                    reporting that occurred during the
                                    registrant's most recent fiscal quarter that
                                    has materially affected, or is reasonably
                                    likely to materially affect, the
                                    registrant's internal control over financial
                                    reporting;

         5.       The registrant's other certifying officer and I have
                  disclosed, based on our most recent evaluation of internal
                  controls over financial reporting to the registrant's auditors
                  and the audit committee of the registrant's board of directors
                  (or persons performing the equivalent function):

                           a.       All significant deficiencies and material
                                    weaknesses in the design or operation of
                                    internal control over financial reporting,
                                    which are reasonably likely to adversely
                                    affect the registrant's ability to record,
                                    process, summarize and report financial
                                    information; and

                           b.       Any fraud, whether or not material, that
                                    involves management or other employees who
                                    have a significant role in the registrant's
                                    internal controls over financial reporting.

Date: August 12, 2003                    /s/ Gail B. Cooper
                                         --------------------------------------
                                         Gail B. Cooper
                                         President and Chief Executive Officer

EX-31.2

                                                                    EXHIBIT 31.2

CERTIFICATIONS

I, Richard C. Bailey, certify that:

         1.       I have reviewed this quarterly report on Form 10-Q of Boyd
                  Bros. Transportation Inc.;

         2.       Based on my knowledge, this report does not contain any untrue
                  statement of a material fact or omit to state a material fact
                  necessary to make the statements made, in light of the
                  circumstances under which such statements were made, not
                  misleading with respect to the period covered by this report;

         3.       Based on my knowledge, the financial statements, and other
                  financial information included in this report, fairly present
                  in all material respects the financial condition, results of
                  operations and cash flows of the registrant as of, and for,
                  the periods presented in this report;

         4.       The registrant's other certifying officers and I are
                  responsible for establishing and maintaining disclosure
                  controls and procedures (as defined in Exchange Act Rules
                  13a-15(e) and 15d-15(e)) for the registrant and we have:

                           a.       Designed such disclosure controls and
                                    procedures, or caused such disclosure
                                    controls and procedures to be designed under
                                    our supervision, to ensure that material
                                    information relating to the registrant,
                                    including its consolidated subsidiaries, is
                                    made known to us by others within those
                                    entities, particularly during the period in
                                    which this report is being prepared;

                           b.       Evaluated the effectiveness of the
                                    registrant's disclosure controls and
                                    procedures and presented in this report our
                                    conclusions about the effectiveness of the
                                    disclosure controls and procedures, as of
                                    the end of the period covered by this report
                                    based on such evaluation; and

                           c.       Disclosed in this report any change in the
                                    registrant's internal control over financial
                                    reporting that occurred during the
                                    registrant's most recent fiscal quarter that
                                    has materially affected, or is reasonably
                                    likely to materially affect, the
                                    registrant's internal control over financial
                                    reporting;

         5.       The registrant's other certifying officer and I have
                  disclosed, based on our most recent evaluation of internal
                  controls over financial reporting to the registrant's auditors
                  and the audit committee of the registrant's board of directors
                  (or persons performing the equivalent function):

                           a.       All significant deficiencies and material
                                    weaknesses in the design or operation of
                                    internal control over financial reporting,
                                    which are reasonably likely to adversely
                                    affect the registrant's ability to record,
                                    process, summarize and report financial
                                    information; and

                           b.       Any fraud, whether or not material, that
                                    involves management or other employees who
                                    have a significant role in the registrant's
                                    internal controls over financial reporting.

Date: August 12, 2003                   /s/ Richard C. Bailey
                                        -------------------------------
                                        Richard C. Bailey
                                        Chief Financial Officer

EX-32.1

                                                                    EXHIBIT 32.1

                            CERTIFICATION PURSUANT TO
                                 18 U.S.C. 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

         In connection with the Quarterly Report of Boyd Bros. Transportation
Inc. (the "Company") on Form 10-Q for the period ended June 30, 2003, as filed
with the Securities and Exchange Commission on the date hereof (the "Report"),
I, Gail B. Cooper, Chief Executive Officer of the Company, certify, pursuant to
18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002, that:

         (1)      The Report fully complies with the requirements of Section
                  13(a) or 15(d) of the Securities Exchange Act of 1934 (15
                  U.S.C. 78m or 78o(d); and

         (2)      The information contained in the Report fairly presents, in
                  all material respects, the financial condition and results of
                  operations of the Company.

By: /s/ GAIL B.COOPER
   --------------------

Gail B. Cooper
Chief Executive Officer
August 12, 2003

A signed original of this written statement required by Section 906 has been
provided to Boyd Bros. Transportation Inc. and will be retained by Boyd Bros.
Transportation Inc. and furnished to the Securities and Exchange Commission or
its staff upon request.

EX-32.2

                                                                    EXHIBIT 32.2

                            CERTIFICATION PURSUANT TO
                                 18 U.S.C. 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

         In connection with the Quarterly Report of Boyd Bros. Transportation
Inc. (the "Company") on Form 10-Q for the period ended June 30, 2003, as filed
with the Securities and Exchange Commission on the date hereof (the "Report"),
I, Richard C. Bailey, Chief Financial Officer of the Company, certify, pursuant
to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002, that:

         (3)      The Report fully complies with the requirements of Section
                  13(a) or 15(d) of the Securities Exchange Act of 1934 (15
                  U.S.C. 78m or 78o(d); and

         (4)      The information contained in the Report fairly presents, in
                  all material respects, the financial condition and results of
                  operations of the Company.

By: /s/ RICHARD C. BAILEY
   ------------------------

Richard C. Bailey
Chief Financial Officer
August 12, 2003

A signed original of this written statement required by Section 906 has been
provided to Boyd Bros. Transportation Inc. and will be retained by Boyd Bros.
Transportation Inc. and furnished to the Securities and Exchange Commission or
its staff upon request.