BOYD BROS. TRANSPORTATION INC. FORM 10-Q

3275 Highway 30, Clayton, Alabama 36016
(Address of principal executive offices)
(Zip Code)

Indicate by checkmark 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), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant is an accelerated filter (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of November 14, 2003.


			Page Number
Part I. Financial Information
	Item 1.	Consolidated Financial Statements
		Consolidated Balance Sheets September 30, 2003 (unaudited) and December 31, 2002		3
		Consolidated Statements of Operations (unaudited) Three- and Nine-month Periods Ended September 30, 2003 and 2002		5
		Consolidated Statements of Cash Flows (unaudited) Nine-month Periods Ended September 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		12
	Item 3.	Quantitative and Qualitative Disclosures about Market Risk		20
	Item 4.	Disclosure Controls and Procedures		21
Part II. Other Information
	Item 1.	Legal Proceedings		22
	Item 2.	Changes in Securities and Use of Proceeds		22
	Item 3.	Defaults Upon Senior Securities		22
	Item 4.	Submission of Matters to a Vote of Security Holders		22
	Item 5.	Other Information		22
	Item 6.	Exhibits and Reports on Form 8-K		22
Signatures				24


			September 30,		December 31,
			2003		2002

			(UNAUDITED)
ASSETS
CURRENT ASSETS:
	Cash and cash equivalents		$	717,254	$	292,514
	Short-term investments			—		288,000
	Accounts receivable:
		Trade and interline		11,424,402		9,083,921
		Other		751,127		542,963
	Current portion of net investment in sales-type leases			1,600,880		1,427,617
	Parts and supplies inventory			608,931		521,201
	Prepaid licenses and permits			671,647		547,460
	Other prepaid expenses			994,040		965,995
	Deferred income taxes			2,146,304		2,378,688

		Total current assets		18,914,585		16,048,359

PROPERTY AND EQUIPMENT:
	Land and land improvements			2,952,576		2,948,297
	Buildings			7,971,383		7,804,015
	Revenue equipment			61,479,905		64,644,891
	Other equipment			12,928,041		12,466,476
	Leasehold improvements			386,384		386,384

		Total		85,718,289		88,250,063
	Less accumulated depreciation and amortization			33,665,323		33,525,571

		Property and equipment, net		52,052,966		54,724,492

OTHER ASSETS:
	Net investment in sales-type leases			8,058,560		6,706,848
	Goodwill			3,452,446		3,452,446
	Revenue equipment held for lease			919,398		310,405
	Deposits and other assets			873,251		339,531

		Total other assets		13,303,655		10,809,230

TOTAL			$	84,271,206	$	81,582,081


			September 30,			December 31,
			2003			2002

			(UNAUDITED)
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
	Accounts payable — trade and interline		$	4,226,491		$	2,375,475
	Line of credit			1,912,915			—
	Income taxes payable			193,815			1,424,791
	Accrued liabilities:
		Self-insurance claims		6,162,294			4,537,857
		Salaries and wages		873,561			447,911
		Other		1,731,377			1,324,364
	Current maturities of long-term debt			11,050,283			14,488,695

		Total current liabilities		26,150,736			24,599,093
LONG-TERM DEBT				20,739,175			19,135,870
DEFERRED INCOME TAXES				11,423,915			12,122,259

		Total liabilities		58,313,826			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			4,070			4,070
	Treasury stock at cost; 1,358,247 and 1,359,684 shares shares at September 30, 2003 and December 31, 2002, respectively			(9,628,087	)		(9,638,274	)
	Additional paid-in capital			16,884,622			16,884,622
	Retained earnings			18,696,775			18,474,441

		Total stockholders’ equity		25,957,380			25,724,859

TOTAL			$	84,271,206		$	81,582,081


		Three Months Ended						Nine Months Ended
		September 30,						September 30,

		2003			2002			2003			2002

OPERATING REVENUES		$	34,123,212		$	33,518,767		$	101,068,819		$	97,144,652

OPERATING EXPENSES:
	Salaries, wages and employee benefits		9,183,554			9,400,322			28,250,146			28,052,461
	Cost of independent contractors		12,183,894			10,447,009			33,675,116			29,526,224
	Operating supplies		6,724,829			6,543,153			20,535,647			19,007,237
	Operating taxes and licenses		466,525			637,648			1,709,646			1,984,758
	Insurance and claims		3,164,622			1,774,103			5,661,917			5,230,345
	Communications and utilities		233,156			297,074			907,821			947,294
	Depreciation and amortization		2,476,037			2,849,606			8,018,668			8,685,443
	Gain on disposal of property and equipment, net		(341,534	)		(160,916	)		(538,381	)		(247,312	)
	Other		460,413			388,948			1,524,226			1,140,766

	Total operating expenses		34,551,496			32,176,947			99,744,806			94,327,216

OPERATING (LOSS) INCOME			(428,284	)		1,341,820			1,324,013			2,817,436

OTHER INCOME (EXPENSES):
	Interest income		246			2,696			5,268			11,472
	Interest expense		(291,125	)		(518,190	)		(883,308	)		(1,430,114	)
	Other expenses		(30,306	)		—			(82,890	)		(1,000	)

	Other expenses, net		(321,185	)		(515,494	)		(960,930	)		(1,419,642	)

(LOSS) INCOME BEFORE (BENEFIT OF) PROVISION FOR INCOME TAXES			(749,469	)		826,326			363,083			1,397,794
(BENEFIT OF) PROVISION FOR INCOME TAXES			(327,953	)		331,252			134,842			583,301

NET (LOSS) INCOME		$	(421,516	)	$	495,074		$	228,241		$	814,493

BASIC EARNINGS PER SHARE		$	(0.16	)	$	0.18		$	0.08		$	0.30

DILUTED EARNINGS PER SHARE		$	(0.16	)	$	0.18		$	0.08		$	0.29

BASIC WEIGHTED AVERAGE SHARES OUTSTANDING			2,711,393			2,706,781			2,710,914			2,709,122

DILUTED WEIGHTED AVERAGE SHARES OUTSTANDING			2,711,393			2,825,674			2,951,079			2,767,228


					Nine Months Ended
					September 30,

					2003			2002

OPERATING ACTIVITIES:
		Net income			$	228,241		$	814,493
		Adjustments to reconcile net income (loss) to net cash provided by operating activities:
			Depreciation and amortization			8,018,668			8,685,443
			Provision for bad debts			108,019			—
			Net effect of sales-type leases on cost of independent contractors			813,967			(1,147,441	)
			Gain on disposal of property and equipment, net			(538,381	)		(247,312	)
			Provision for deferred income taxes			(465,960	)		352,695
			Changes in assets and liabilities that provided (used) cash:
				Accounts receivable		(2,656,664	)		(1,107,439	)
				Other current assets		48,038			(29,186	)
				Other assets		(533,720	)		49,288
				Accounts payable- trade and interline		1,851,016			(1,198,330	)
				Accrued liabilities and other current liabilities		1,226,124			2,668,894

				Net cash provided by operating activities		8,099,348			8,841,105

INVESTING ACTIVITIES:
		Payments received on sales-type leases				2,204,906			2,056,031
		Capital expenditures:
			Revenue equipment			(9,482,964	)		(4,048,047	)
			Other equipment			(762,507	)		(822,351	)
		Proceeds from disposals of property and equipment, net of trades				2,030,245			1,060,105

				Net cash used in investing activities		(6,010,320	)		(1,754,262	)

FINANCING ACTIVITIES:
		Proceeds from sales of common stock				4,279			(29,084	)
		Proceeds (payments) on line of credit — net				1,912,915			(210,540	)
		Proceeds from long-term debt				12,609,552			3,286,003
		Principal payments on long-term debt				(16,191,034	)		(11,784,135	)

				Net cash used in financing activities		(1,664,288	)		(8,737,756	)

NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS						424,740			(1,650,913	)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD						292,514			2,221,455

	BALANCE AT END OF PERIOD				$	717,254		$	570,542

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
		Cash paid during the period for :
		Income taxes, net of refunds			$	1,848,640		$	747,483

		Interest			$	883,308		$	1,430,114

SUPPLEMENTAL NONCASH INVESTING AND FINANCING ACTIVITIES:
		Net investment in sales-type leases			$	(4,369,187	)	$	(2,865,402	)

		Dealer financed purchases of revenue equipment			$	1,746,375		$	5,354,235

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.

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 inter-company balances, transactions and stockholdings have been eliminated. Certain reclassifications have been made to prior periods, to conform to the current period presented.

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.

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 nine months ended
		September 30,					September 30,

		2003			2002		2003		2002

Numerator:
	Net (loss) income	$	(421,516	)	$	495,074	$	228,241	$	814,493
Denominator:
	Basic weighted-average shares outstanding		2,711,393			2,706,781		2,710,914		2,709,122
	Effect of dilutive stock options		—			118,893		240,165		58,106
	Diluted weighted-average shares outstanding		2,711,393			2,825,674		2,951,079		2,767,228
	Basic earnings per share	$	(0.16	)	$	0.18	$	0.08	$	0.30
	Diluted earnings per share	$	(0.16	)	$	0.18	$	0.08	$	0.29

Options of 187,577 that could potentially dilute basic net income (loss) in future periods were not included in the computation of diluted net loss per share for the three months ended September 30, 2003, because to do so would have been antidilutive.

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 the first nine months of 2003 or in 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 (loss) income and net (loss) income per share would have differed from the amounts reported as follows:


FOR THE QUARTERS ENDED SEPTEMBER 30,		2003			2002

Net (loss) income, as reported		$	(421,516	)	$	495,074
Stock-based employee compensation expense determined under fair value basis, net of tax			(42,210	)		(84,548	)

Pro forma net (loss) income		$	(463,726	)	$	410,526

Earnings per share:
	Basic -as reported	$	(0.16	)	$	0.18
	Basic -pro forma	$	(0.17	)	$	0.15
	Diluted -as reported	$	(0.16	)	$	0.18
	Diluted -pro forma	$	(0.17	)	$	0.15


FOR THE NINE MONTHS ENDED SEPTEMBER 30,		2003			2002

Net income, as reported		$	228,241		$	814,493
Stock-based employee compensation expense determined under fair value basis, net of tax			(148,157	)		(280,340	)

Pro forma net income		$	80,084		$	534,153

Earnings per share:
	Basic -as reported	$	0.08		$	0.30
	Basic -pro forma	$	0.03		$	0.20
	Diluted -as reported	$	0.08		$	0.29
	Diluted -pro forma	$	0.03		$	0.19

The Company entered into a consulting agreement with its Chairman Emeritus, Dempsey Boyd, effective January 1, 2002 through December 31, 2003. Mr. Boyd is 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, advising the Company regarding construction projects and providing the Company with an experienced perspective on the trucking industry.

The Company had entered into an agreement with Dempsey Boyd to lease an aircraft for Company use. The agreement expired September 1, 2003, and the Company is currently negotiating to renew the agreement through August 2004 on the same terms. In the interim, the Company continues to lease the aircraft on the same terms contained in the prior agreement, paying 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. The Company paid a total of $190,000 in lease payments to Mr. Boyd during the first three quarters of 2003.

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.

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 transition provisions of SFAS No. 148 did 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.

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 three quarters of 2003.

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 adoption of SFAS No. 150 did not have a material impact on the Company’s 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.

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 710 trucks during the first nine months of 2003. Boyd averaged 526 company drivers and 184 owner-operators during the first nine 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 219 trucks during the first nine months of 2003. WTI averaged 35 company drivers and 184 owner-operators during the first nine 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. The Company has formed a new subsidiary that will contain the assets and liabilities of the Logistics’ operations as of September 30, 2003. Unaudited segment reporting information for the periods ended September 30, 2003 and 2002 is as follows:

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.

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.

The methods, estimates and judgments the Company’s management uses in applying Company 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: allowance for doubtful accounts for tractors leased to owner-operators; determinations of impairment of long-lived assets; estimates of accrued liabilities for insurance claims for liability and both physical and property damage and workers’ compensation; estimates of useful lives and salvage values for the depreciation of tractors and trailers; 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.

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:


		Company						Boyd						Logistics						WTI

		Quarter Ended September 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		26.9			28.3			32.4			32.8			8.0			7.7			12.6			12.8
	Cost of independent contractors		35.7			31.5			25.1			20.8			80.1			82.0			60.7			62.8
	Fuel		10.9			10.4			13.6			13.6			0.0			0.0			4.3			3.8


		Company						Boyd						Logistics						WTI

		Quarter Ended September 30,

		2003			2002			2003			2002			2003			2002			2003			2002

	Operating supplies		8.8			8.3			10.5			9.3			2.1			2.1			4.8			5.5
	Operating taxes and licenses		1.4			1.9			1.8			2.2			0.0			0.0			0.4			1.3
	Insurance and claims		9.3			5.3			11.4			6.5			0.9			0.1			4.0			1.4
	Communications and utilities		0.7			1.0			0.7			0.9			1.1			0.7			0.5			0.8
	Depreciation and amortization		7.3			8.6			8.8			10.0			0.1			0.0			3.8			4.3
	Gain on disposition of property and equipment, net		(1.0	)		(0.5	)		(1.4	)		(0.6	)		0.0			0.0			0.0			0.0
	Other		1.3			1.2			0.9			0.7			0.1			0.5			3.5			3.3

Total operating expenses			101.3			96.0			103.8			96.2			92.4			93.1			94.6			96.0

Operating (loss) income			(1.3	)		4.0			(3.8	)		3.8			7.6			6.9			5.4			4.0
Interest expense, net			(0.9	)		(1.6	)		(1.4	)		(2.0	)		0.0			0.0			0.3			0.0

(Loss) income before income taxes			(2.2	)		2.4			(5.2	)		1.8			7.6			6.9			5.7			4.0
	Income taxes		(1.0	)		1.0			(1.9	)		0.9			0.0			0.0			2.4			1.8

Net (loss) income			(1.2	)%		1.4	%		(3.3	)%		0.9	%		7.6	%		6.9	%		3.3	%		2.2	%


	Company						Boyd						WTI

	Average Tractor Counts For the Quarter ended September 30,

	2003			2002			2003			2002			2003			2002

Company operated tractors		543			578			507			545			36			33
Owner-operated tractors		392			381			205			195			187			186

Total tractors		935			959			712			740			223			219

Company operated tractor %		58	%		60	%		71	%		74	%		16	%		15	%
Owner-operated tractor %		42	%		40	%		29	%		26	%		84	%		85	%

Total %		100	%		100	%		100	%		100	%		100	%		100	%

The Company’s total operating revenues increased $604,445 or 1.8% to $34,123,212 for the quarter ended September 30, 2003, compared with $33,518,767 for the same period in 2002. This change reflected a decrease of $887,623 or 3.4% in the Boyd division, an increase of $287,877 or 14.6% in the Logistics division and an increase of $1,194,191 or 21.9% in the WTI division. These changes are reflective of diversification outside of the steel and building materials industries and 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 8,528 for the third quarter of 2002, to 10,295 for the third quarter of 2003, an increase of 20.7%. 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 $797,308 and $338,079 for the quarters ended September 30, 2003 and 2002, respectively. Average revenue per total mile for the third quarter of 2003 was $1.35 while average revenue per total mile was $1.28 for the same period in 2002. Fuel costs increased significantly during the first half of 2003 due to growing anxieties about war in Iraq, but declined somewhat during the third quarter. The decrease in Boyd division revenues is primarily attributable to a decrease in the total number of loads hauled from 28,859 in the third quarter of 2002 to 27,390 in the third quarter of 2003 and a decrease of approximately 1.5 million miles driven during the third quarter of 2003 compared to the same period of 2002.

Total operating expenses increased $2,374,549 or 7.4% to $34,551,496 for the third quarter ended September 30, 2003, compared to $32,176,947 for the same period last year. As a percentage of revenues, total operating expenses increased from 96.0% in 2002 to 101.3% in 2003. Of this increase, $1,069,531 was attributable the Boyd division.

The Logistics division accounted for an increase of $251,985, and the WTI division accounted for $1,053,033 of the total increase. As discussed below, the net increase in operating expenses is a result of increases in costs of independent contractors, insurance and claims expense, and gains on disposals of equipment, combined with decreases in depreciation and amortization, interest expense, and income tax expense.

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 and employee benefits decreased 2.3% during the third quarter of 2003 compared to the same period in 2002. This decrease is attributable to a decrease of approximately 1.5 million miles driven by Company drivers during the third quarter of 2003 compared to the third quarter 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 $1,736,885, or 16.6%, for the quarter ended September 30, 2003 compared to the same period last year. The Boyd division accounted for an increase of $908,569. This increase was primarily a result of an increase in the provisions for bad debt and a decrease of interest income related to owner-operators. 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 uncertainty in owner-operator retention resulting from increasing 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 $197,625 of the total increase in cost of independent contractors. This increase is proportional to the increase in revenue in the Logistics division. 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 $630,691 of the increase in cost of independent contractors. As a percentage of revenue, the net cost of independent contractors at the WTI division increased 1.7% over last year. Thus, the increase of costs contributed by WTI was a direct result of the WTI contribution of increased revenue of 21.9%, as discussed above.

Insurance and claims increased to 9.3% of revenues in the third quarter of 2003, compared to 5.3% of revenues during the third quarter of 2002. Company insurance premiums increased approximately 56% over last year. The Company renegotiates insurance rates during the third quarter of each year and rates increased substantially due primarily to increases in the number of accidents during the 2003 insurance year compared to the 2002 year. Also, the Company reserved approximately $1.6 million during the third quarter of 2003 related to three accidents involving fatalities during the quarter. During the third quarter of 2002, the Company reserved a lesser amount related to the two accidents involving fatalities during that quarter. See “Insurance and Liability Claims” for further information regarding these accidents.

Depreciation and amortization decreased approximately 13.1% during the third quarter of 2003 compared to the same period last year. This decrease was primarily attributable to a decrease in the number of tractors in the Company fleet.

Gain on disposal of property and equipment increased approximately $180,000 in the third quarter of 2003 compared to the third quarter of 2002. This increase was due to increased trade activity during the third quarter of 2003 over the same period in 2002. The Company traded 41 tractors and 75 trailers during the third quarter of 2003. During the third quarter of 2002, the Company traded 25 tractors, sold 10 tractors, and sold 1 trailer.

Interest expense decreased $227,065, or 43.8% in the third 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 nine months of 2003 related to the Boyd division and reflected both lower debt levels and a lower LIBOR rate on borrowed funds.

Provisions for income tax for the three-month period ended September 30, 2003 resulted in a benefit of $327,953 and an effective tax rate of 43.8%. The effective tax rate was higher than the U.S. federal statutory rate primarily due to state income taxes and the non-deductibility of certain expenses for tax purposes.

The Company’s total operating revenues increased $3,924,167 or 4.0% to $101,068,819 for the nine months ended September 30, 2003, compared with $97,144,652 for the same period in 2002. The change in revenue reflected a decrease of $1,119,072 or 1.5% in the Boyd division, an increase of $2,065,090 or 38.6% in the Logistics division, and an increase of $2,978,149 or 18.9% in the WTI division. These changes are reflective of diversification outside of the steel and building materials industries and are 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 25,999 for the first nine months of 2002, to 29,262 for the first nine months of 2003, an increase of 12.6%. Productivity and efficiency initiatives continue to allow WTI to better utilize its workforce. Included in revenues are fuel surcharges in the amount of $2,812,162 and $624,066 for the nine months ending September 30, 2003 and 2002, respectively. Average revenue per total mile for the nine months ended September 30, 2003 was $1.33 while average revenue per total mile was $1.25 for the same period in 2002. Fuel costs increased significantly during the first half of 2003 due to growing anxieties about war in the Middle East. Current fuel levels are similar to those experienced during the same period of 2002. So, barring further volatility or price fluctuations, the impact of high fuel costs should have less influence on earnings comparisons going forward.

Total operating expenses increased $5,417,590 or 5.7% to $99,744,806 for the nine months ended September 30, 2003, compared to $94,327,216 for the first nine months of 2002. As a percentage of revenue, total operating expenses increased from 97.1% in 2002 to 98.7% in 2003.The change in the company’s operating expenses reflected primarily lower expenses for depreciation and amortization offset by higher costs of independent contractors, higher fuel costs, which are included in the line item “operating supplies”, and higher insurance costs.

Included in cost of independent contractors are costs for which owner-operators are responsible, costs incurred/earned by the Company related to the purchase of tractors to owner-operators and costs related to the Logistics division. The cost of independent contractors for the Company increased $4,148,892, or 14.1% for the nine months ended September 30, 2003 compared to the same period last year. As a percentage of revenue, these costs increased 2.9% from 30.6% for the first nine months of 2002 to 33.3% for the first nine months of 2003. The Boyd division accounted for $685,626 of the net increase. This net increase for the Boyd division resulted from a decrease of $787,590 in total owner-operator payroll and a net increase of $1,473,216 in the costs associated with the lease purchase program. Related to this increase in costs associated with the lease purchase program, $933,498 was an increase in bad debt expense related to owner-operator leases, gains on operator leases decreased by $430,667 and interest income decreased by $109,051. The reduction in owner-operator payroll was due to a decrease of approximately 1.3 million miles driven by owner-operators during the first nine months of 2003 compared to that period of 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 2002. Payments were reduced by $25 to $30 per month until December 2002, at which time payments were further reduced 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. Boyd again increased the amount reserved for owner-operator bad debt in September 2003. The Logistics division accounted for $1,661,046 of the increase in cost of independent contractors. The most significant costs associated with 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 37.9% increase in Logistics’ operating expenses for the first nine months of 2003 is consistent with its 38.9% increase in revenues. The WTI division accounted for $1,802,220 or of the 18.5% increase in cost of independent contractors. The increase of costs contributed by WTI was a direct result of WTI’s increase in revenue by 18.9% as discussed above.

Fuel expense, also associated with Company drivers and included in the line item “Operating supplies” in the consolidated statement of operations, increased $1,519,941 or 13.9% from 2002. This increase was a result of the continued tensions in the Middle East, as well as reduced fuel supplies from Venezuela during the first half of 2003.

Fuel prices began rising in the fourth quarter of 2002 and continued to rise during the first quarter of 2003. Average fuel prices began declining during March of 2003. Average fuel prices for the first nine months of 2003 increased approximately $0.20 per gallon versus 2002 prices and remained higher during the third quarter of 2003. The significant portion of the increase, $1,345,817, was recognized by the Boyd division because the Boyd division has a larger percentage of Company drivers. The Company generally has been able to partially offset significant increases in fuel costs through increased rates and through a fuel surcharge that increases incrementally as the price of fuel increases.

For the first nine months of 2003, insurance and claims increased 8.3% from the first nine months of 2002. As previously mentioned, the Company’s insurance policies renew July 1 of each year. Due to the number of serious

accidents during the previous insurance year, insurance premiums increased substantially beginning July 1, 2003. Insurance and claims expense increased $431,572 during 2003 over the first nine months of 2002. During 2002, the Company was involved in four accidents involving fatalities. Thus far in 2003, the Company has been involved in five accidents involving fatalities, increasing the amounts reserved by the Company for any potential liability.

Depreciation and amortization decreased $666,775, or 7.7%, during the first nine months of 2003 to $8,018,668 from $8,685,443 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.

Interest expense for the first nine months of 2003 decreased by $546,806, or 38.2%, to $883,308 from $1,430,114 in the first nine months of 2002. As a percentage of operating revenues, interest expense declined to 0.9% from 1.5%. 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 nine months of 2003 is related to the Boyd division and is a result of lower debt levels and lower interest rates on borrowed funds.

Income tax expense for the nine-month period ended September 30, 2003 was $134,842 and the effective tax rate was 37.1%. 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.

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 $8.1 million for the first nine months of 2003 and $8.8 million for the first nine months of 2002. Net income adjusted for non-cash income and expense items provided cash of $8.2 million and $8.5 million for the first nine 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 $0.7 million in the first three quarters of 2003 and provided $0.4 million in the first three quarters of 2002. The cash flow from operations enabled the Company to repay current maturities of debt and make capital expenditures as discussed below.

The decrease in net income adjusted for non-cash items from 2002 to 2003 of $0.3 million was due primarily to decreased 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 increased gains on disposal of equipment traded during 2003.

The decrease in working capital items used in cash flows of $1.1 million in the first nine months of 2003 was a result of increases in other assets, mainly insurance deposits of $0.6, decreases in income tax payable of $1.4 million, and increases of self-insurance claims of $1.6 million due to increased insurance premiums and accident reserves discussed in “Insurance and Liabilities Claims” below. The Company lengthened its payment cycle for accounts payable, which increased trade and interline payables in the amount of $1.9 million since December 31, 2002. Additionally, accounts receivable increased $2.7 million during the same time frame due primarily to increased revenues during September 2003 compared to the same period in 2002.

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 nine months of 2002 amounted to $5.4 million, while dealer-financed purchases were $1.7 million during the first nine months of 2003.

The Company invested $10.2 million and $4.9 million for revenue equipment and other property and equipment during the first nine 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 nine months of 2003, the Company paid $16.2 million towards the reduction of its long-term debt. At September 30, 2003, the Company had debt (including current maturities) of $31.8 million. In the first nine months of 2003 and 2002, new debt of approximately $12.6 and $3.3 million, respectively, was incurred to purchase revenue equipment. During the first nine months of 2002, $5.4 million of revenue equipment was acquired by the Company through dealer financing while $1.7 million of dealer-financed purchases were made during the first nine months of 2003. These financing activities supported the Company’s investing activities, primarily, the purchase of revenue equipment.

As of September 30, 2003, the Company was out of compliance with one financial covenant ratio requirement imposed by one of its major lenders. The Company has obtained a waiver for compliance with this covenant, and the Company believes it will be in compliance with the covenant in future periods.

The Company drew approximately $1.9 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 from operations in 2003 to cover planned capital expenditures and servicing current maturities of long-term debt. As of September 30, 2003, the Company had purchased 92 new tractors, trading 50, and selling 17. Additionally, the Company had purchased 150 new trailers, trading 150 trailers in on the purchases. 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.

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:

Fuel Price Trend
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 first three quarters of 2003, the Company experienced fluctuations in fuel costs as a result of conditions in the petroleum industry. The Company also has periodically experienced some 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 September 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 a continuing period of time, the higher fuel costs may have a materially adverse effect on the financial condition and business operations of the Company. Additionally, the 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 the financial condition of the Company. The Company currently 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, the Company will share costs above the $750,000 self-insured amount at a rate of thirty three percent, up to the Company’s coverage amount of two million dollars. 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, the financial condition of the Company 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 five accidents resulting in fatalities during 2003, one of which involved personal injury to three individuals. 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 two accidents in the first half of 2003 was $750,000, with the Company also responsible for its shared amount of 50% of any amounts between $750,000 and the $2 million insurance coverage and all amounts in excess of the insured amount. The Company was involved in three accidents involving fatalities during the third quarter of 2003. The self-insured amount relating to these accidents is $750,000, with the Company also responsible for its shared amount of 33% of any amounts in excess of $750,000 up to 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, six lawsuits have been filed against the Company with respect to the fatalities arising from these accidents. If the Company is ultimately found to have some liability for one or more of these accidents, the Company would seek to pay or structure payments of the amount due from its operating cash flows and, if needed, additional bank financing. Although the Company does not expect this to occur, it is possible that liability resulting from these accidents could exceed the Company’s operating cash flows and available financing. Therefore, there can be no assurance that the Company’s operations and financial condition would not be materially affected if the Company were 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.

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 on 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.

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 marketing efforts and initiative to broaden its customer base; the Company’s emphasis on safety and efforts to reduce insurance 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 three quarters of 2003; expectations regarding the freight business and the economy; 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 marketing efforts and initiatives to broaden its customer base will be successful; that the Company’s emphasis on safety and efforts to reduce insurance 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 effect 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.

The Company is exposed to interest rate risk due to its long-term debt, which at September 30, 2003 bore 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 that 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 $318,000. Management believes that current working capital funds are sufficient to offset any adverse effects caused by changes in these interest rates.

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 September 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.

	(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. Based on such evaluation, such officers have concluded that, as of September 30, 2003, our disclosure controls and procedures are effective in alerting them on a timely basis to material information relating to our Company (including our consolidated subsidiaries) 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 significant changes in our internal controls that have materially affected or are reasonably likely to materially affect, our internal controls over financial reporting. The Company discovered a fraudulent activity during the period covered by this quarterly report which, while it did not materially affect the Company’s internal control over financial reporting or the Company’s financial statements, resulted in changes to the Company’s internal control. An employee with access to certain driver payroll transactions processed unauthorized transactions. Discovery of these transactions arose through routine internal audit procedures over driver payroll accounting. Management investigated the extent of the fraud and concluded that the impact was not material to the Company. Company’s management believes that the internal controls over financial reporting have been enhanced in a manner that will prevent similar occurrences in the future by strengthening authorization controls and review controls in this area.

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 Company will participate in a mediation set for November 2003 with respect to one of the accidents involving a fatality which occurred during the third quarter of 2002. Company drivers were involved in five accidents involving fatalities that occurred during 2003, three of which occurred during the third quarter. To date, six lawsuits have been filed against the Company with respect to accidents involving fatalities which occurred during 2002 and 2003. While the Company has previously stated that it would seek to pay or structure payments of the amount due from its operating cash flows and, if needed, additional bank financing, the sheer number of claims filed, coupled with the filing of many of the claims in Alabama and Mississippi – states where unpredictable juries have often led to incredible verdicts for plaintiffs – mean that the Company cannot give any assurance that the Company’s operations and financial condition would not be materially affected if the Company were found to have liability for one or more of these accidents.

On August 4, 2003, the Company furnished on Form 8-K a copy of a press release announcing unaudited second quarter 2003 earnings.

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.

24 EX-10.1 3 g85678exv10w1.txt EX-10.1 SECURITY AGREEMENT EXHIBIT 10.1 PACCAR SECURITY AGREEMENT FINANCIAL RETAIL INSTALLMENT CONTRACT SELLER NAME Kenworth of Dothan, Inc. PLACE OF 461 Ross Clark Cir. BUSINESS Dothan, AL 36303- MAILING 461 Ross Clark Cir. ADDRESS Dothan, AL 36303- BUYER NAME Boyd Bros. Transportation Inc. STREET 825 West Leffels Lane ADDRESS Springfield, OH 45506- MAILING 825 West Leffels Lane 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)

DETAIL SHOWN ON SECURITY AGREEMENT SCHEDULE E: EQUIPMENT LISTING TOTAL: $833,250.00 DESCRIPTION OF TRADE - IN EQUIPMENT

DETAIL SHOWN ON SECURITY AGREEMENT SCHEDULE E: EQUIPMENT LISTING TOTAL: $0.00 $0.00 ITEMIZATION OF AMOUNT FINANCED TOTAL CASH PRICE: Cash Price $ 833,250.00 Sales Tax $ 0.00 Title Fee $ 0.00 1. TOTAL CASH PRICE $ 833,250.00 DOWN PAYMENT: Net Trade-in $ 0.00 Cash $ 0.00 2. TOTAL DOWN PAYMENT $ 0.00 3. UNPAID CASH PRICE (1 - 2) $ 833,250.00 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) $ 833,250.00 7. FINANCE CHARGE - [Time Price Differential-(Section 17)] $ 76,765.20 8. CONTRACT BALANCE (Time Balance) (6+7) $ 910,015.20 9. TOTAL TIME SALE PRICE (1+4+5+7) $ 910,015.20

- -------------------------------------------------------------------------------- Page 1 of 4 of Security Agreement dated on or about July 10,2003 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: 1XKDDB9X54J050673. - -------------------------------------------------------------------------------- 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 - ----------------- ------------------- ----------- ~~1. August 23, 2003 60 $ 15,166.92~~

First Installment No. of Installments Amount Each - ----------------- ------------------- -----------
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.
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 July 10, 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: 1XKDDB9X54J050673. - -------------------------------------------------------------------------------- BUYER'S INITIALS PACCAR 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; lo 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 July 10,2003 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: 1XKDDB9X54J050673. - -------------------------------------------------------------------------------- BUYER'S INITIALS 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 $76,765.20. 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 to 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: _________________________ Allyson L. Moore, Truck Billing Manage Richard Bailey, CFO DATE: July 10, 2003 DATE: July 10, 2003 BY: ________ TITLE: ________ DATE: July 10, 2003 - -------------------------------------------------------------------------------- Page 4 of 4 of Security Agreement dated on or about July 10, 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: 1XKDDB9X54J050673. - -------------------------------------------------------------------------------- PACCAR BOARD RESOLUTION FINANCIAL AUTHORIZATION AGREEMENT BOARD RESOLUTION AUTHORIZATION TO INCUR INDEBTNESS & PLEDGE ASSETS EXTRACT FROM MINUTES OF MEETING OF THE BOARD OF DIRECTORS OF: Boyd Bros. Transportation Inc. HELD ON: 07/10/03 RESOLVED, that the officers of this Corporation be and each hereby is authorized and directed: (1) To incur indebtedness in behalf of this Corporation by leasing from or making other financing or credit arrangements with PACCAR Financial Corp. for such period of time and upon such terms and conditions and at such rates and charges as may to them in their discretion seem advisable; and (2) To grant a security interest in, mortgage, pledge and otherwise encumber all or any part of the assets of this Corporation as collateral for such indebtedness; and (3) To take all such action and to execute in the name and behalf of this Corporation, under its corporate seal or otherwise, and deliver all such instruments and documents and to pay all such expenses as in their judgment shall be advisable in order to fully carry out the intent and to accomplish the purposes of the foregoing; and RESOLVED, that any and all actions heretofore taken by the officers of this Corporation in connection with any prior loans or financing or credit arrangements with PACCAR Financial Corp. or taken to accomplish the purpose and intent of the foregoing resolution be and hereby are in all respects approved, ratified and confirmed; and RESOLVED, that the authority conferred upon the officers of this Corporation by the foregoing resolution shall continue in force and effect until 30 days after written notice of revocation is delivered to PACCAR Financial Corp. at its principal office at 777 - 106th Avenue NE, Bellevue, 98004 by registered mail. I, _____________________________________ Secretary of BOYD BROS. TRANSPORTATION INC. certify that the foregoing is a true and correct copy of resolutions adopted at a meeting of the Board of Directors of said Corporation held on 07/10/03 which was called after due notice was given or waived, and at which meeting a quorum was present and that such resolutions remain in full force and effect. I also certify that: Richard Bailey, CFO is on this date an officer of said Corporation. WITNESS my hand and the seal of said Corporation this: 10TH day of JULY, 2003 _____________________________________________ Secretary (Seal) PACCAR SECURITY AGREEMENT FINANCIAL SCHEDULE E: EQUIPMENT LISTING This Schedule E is affixed to and made part of the Security Agreement Retail Installment Contract dated July 10, 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 T8006617 1XKDDB9X54J050673 New $ 83,325.00 2004 Kenworth T8006618 1XKDDB9X74J050674 New $ 83,325.00 2004 Kenworth T8006619 1XKDDB9X94J050675 New $ 83,325.00 2004 Kenworth T8006620 1XKDDB9X04J050676 New $ 83,325.00 2004 Kenworth T8006621 1XKDDB9X24J050677 New $ 83,325.00 2004 Kenworth T8006622 1XKDDB9X44J050678 New $ 83,325.00 2004 Kenworth T8006623 1XKDDB9X64J050679 New $ 83,325.00 2004 Kenworth T8006624 1XKDDB9X24J050680 New $ 83,325.00 2004 Kenworth T8006625 1XKDDB9X44J050681 New $ 83,325.00 2004 Kenworth T8006626 1XKDDB9X64J050682 New $ 83,325.00 ------------ Total: $ 833,250.00 ------------
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: _________________________ Allyson L. Moore, Truck Billing Manage Richard Bailey, CFO DATE: July 10, 2003 DATE: July 10, 2003 BY: _______ TITLE: _________ DATE: July 10, 2003 INSURANCE APPENDIX PACCAR FINANCIAL COMPREHENSIVE AND COLLISION This appendix is attached to and incorporated into the Security Agreement Retail Installment Contract ("Security Agreement") dated 07/10/03 between BOYD BROS. TRANSPORTATION INC. ("Buyer") and KENWORTH OF DOTHAN, INC. ("Seller"), 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 3 of the Security Agreement requires Buyer to "keep the Collateral continuously insured against fire, theft, collision, and any other hazard Seller specifies" on the terms stated therein. Provided that no default has occurred under the Security Agreement, Seller hereby waives the requirements of Section 3 of the Security Agreement. In consideration of Seller's waiver of the requirements of Section 3 of the Security Agreement, Buyer agrees that: 1. In the event that an item of Collateral is lost, stolen, destroyed or damaged, Buyer shall, within thirty (30) days thereof and at Seller's election, (A) replace the item of Collateral with another item suitable to Seller; or (B) pay the total amount of the obligation secured by the item of Collateral; or (C) repair the specific item of Collateral. 2. Seller may cancel this Appendix at any time and for any or no reason upon written notice of cancellation to Buyer. Buyer shall thereafter comply with the insurance provisions of Section 3 of the Security Agreement, and shall deliver the certificate of insurance required by Section 3 of the Security Agreement to Seller within ten (10) days or receipt of the notice of cancellation of this Appendix. 3. Nothing herein shall be construed to create any duty on the part of Seller to provide insurance of any kind and Buyer shall be solely liable for any loss, cost or damage incurred or allegedly incurred arising out of this Appendix. Buyer's failure to comply with any of the provisions of this Appendix shall constitute a default under the Security Agreement. BUYER ________________________________ DATE 07/10/03 SELLER _______________________________ DATE 07/10/03 BUYER'S ORDER - -------------------------------------------------------------------------------- BUYER/LESSOR Boyd Bros. Transportation Inc. ADDRESS 825 West Leffels Lane CITY STATE ZIP COUNTY Springfield OH 45506 Clark CONTACT PHONE FAX David Baker (334) 775-1216 (334) 775-1431 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- PHYSICAL ADDRESS IF DIFFERENT/LESSEE ADDRESS CITY STATE ZIP COUNTY CONTACT PHONE FAX - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- ORDERED EQUIPMENT INSURANCE CO INSURANCE AGENCY AGENT/CONTACT PHONE FAX - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- ORDERED EQUIPMENT LIENHOLDER PACCAR Financial Corporation ADDRESS 3805 Crestwood Parkway, #300 CITY STATE ZIP Duluth GA 30096 CONTACT PHONE FAX Alex Neighbors (800)777-8525 (800)879-4861 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- P.O.# SALES TAXES EXEMPTION REASON/ # Out of State - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- TO BE DELIVERED IN STATE COUNTY CITY TO BE TITLED SALESMAN OH Clark Springfield IN STATE OF OH Tom Ogletree - --------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------- ORDERED EQUIPMENT N/U STOCK # YR MAKE MODEL COLOR VIN SALES PRICE - ---------------------------------------------------------------------------------------------------------------------- SEE ATTACHED SCHEDULE A $ 746,169.60 - ---------------------------------------------------------------------------------------------------------------------- F.E.T.: 87,080.40 - ---------------------------------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------------------------------- DDITIONS, ACCESSORIES OR WORK TO BE PERFORMED - ---------------------------------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------------------------------- TOTAL ADDITIONAL COSTS - ---------------------------------------------------------------------------------------------------------------------- TOTAL PRICE OF ORDERED EQUIP. 833,250.00 - ---------------------------------------------------------------------------------------------------------------------- TOTAL TRADE-IN ALLOWANCE ------------------------------------------- TRADE DIFFERENCE 833,250.00 ------------------------------------------- SALES TAX --------- % ------------------------------------------- TOTAL LIEN PAYOFF(S) ------------------------------------------- TITLING (PROCESSING) FEES ------------------------------------------- BALANCE 833,250.00 ------------------------------------------- NON REFUNDABLE DEPOSIT WITH ORDER ------------------------------------------- DOWN PAYMENT ------------------------------------------- REFUND TO CUSTOMER AFTER DELIVERY ------------------------------------------- BALANCE DUE 833,250.00 AT DELIVERY ------------------------------------------- LENDER DOCUMENTATION FEES ------------------------------------------- INSURANCE PREMIUMS [ ]PHYSICAL [ ] CREDIT [ ] DAMAGE LIFE ____ -------------------------------------------
[ISUZU TRUCK LOGO] [HINO LOGO] KENWORTH OF DOTHAN, INC. 461 ROSS CLARK CIRCLE. DOTHAN, ALABAMA 36303 (334)712-4900. (888)712-4900. Fax (334) 712-4999 [KENWORTH LOGO] DISCLAIMER OF WARRANTIES All warranties on this equipment are those of the manufacturers. The Dealer, KENWORTH OF DOTHAN, INC., HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES, EITHER EXPRESSED OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE; and KENWORTH OF DOTHAN, INC. neither assumes nor authorizes any other person to assume for it any liability in connection with the sale of the equipment. ALL USED EQUIPMENT IS SOLD AS-IS WHERE-IS WITH TO WARRANTY WHAT SOEVER FROM KENWORTH OF DOTHAN, INC. This disclaimer in no way affects the provision of the manufacturers warranties. ADDITIONAL TERMS ON RESERVE SIDE By signing below, the Buyer acknowledges that he/she has read all of the terms set forth above and on the back side of this Buyer's Order and agrees to purchase the Equipment on these terms: acknowledges that said terms constitute the entire agreement between the Buyer and the Dealer, except for any other written agreements; and acknowledges that there are no oral representations, terms, or conditions to this agreement. - -------------------------------------------------------------------------------- BUYER DATE /s/ Richard Bailey 07/10/2003 - -------------------------------------------------------------------------------- THIS ORDER IS NOT BINDING UPON THE DEALER UNLESS ACCEPTED IN WRITING BELOW BY ALL THREE MANAGERS. KENWORTH OF DOTHAN, INC. BILL OF SALE Date: 07/10/2003 CUSTOMER/LESSOR PHYSICAL ADDRESS IF DIFFERENT / LESSEE Boyd Bros. Transportation Inc. State of OH 825 West Leffels Lane County of Clark Springfield, OH 45506 City of Springfield (334)775-1216
SALESMAN LIEN HOLDER - --------------------------------------------------------------------------------------------------- SOLD UNIT(S) Tom Ogletree PACCAR Financial Corporation - --------------------------------------------------------------------------------------------------- N/U STOCK# YEAR MAKE MODEL COLOR VIN SALES PRICE - --------------------------------------------------------------------------------------------------- N 050673 2004 Kenworth T800 Green 1XKDDB9X54J050673 74,616.96 N 050674 2004 Kenworth T800 Green 1XKDDB9X74J050674 74,616.96 N 050675 2004 Kenworth T800 Green 1XKDDB9X94J050675 74,616.96 N 050676 2004 Kenworth T800 Green 1XKDDB9X04J050676 74,616.96 N 050677 2004 Kenworth T800 Green 1XKDDB9X24J050677 74,616.96 N 050678 2004 Kenworth T800 Green 1XKDDB9X44J050678 74,616.96 N 050679 2004 Kenworth T800 Green 1XKDDB9X64J050679 74,616.96 N 050680 2004 Kenworth T800 Green 1XKDDB9X24J050680 74,616.96 N 050681 2004 Kenworth T800 Green 1XKDDB9X44J050681 74,616.96 N 050682 2004 Kenworth T800 Green 1XKDDB9X64J050682 74,616.96 F.E.T 87,080.40 - ---------------------------------------------------------------------------------------------------

TRADE-IN(S) - --------------------------------------------------------------------------------------- STOCK# YEAR MAKE MODEL COLOR VIN TRADE ALLOWANCE - ---------------------------------------------------------------------------------------
[KENWORTH LOGO] [HINO LOGO] [ISUZU TRUCK LOGO] KENWORTH OF DOTHAN, INC. 461 ROSS CLARK CIRCLE DOTHAN, ALABAMA 36303 (334) 712-4900 (888) 712-4900 Fax (334) 712-4999 TRADE DIFFERENCE 833,250.00 STATE TAX Out of State 0.00 COUNTY TAX 0.00 CITY TAX 0.00 LIEN PAYOFF(S) 0.00 DELIVERY FEES 0.00 DEPOSIT WITH ORDER 0.00 DOWN PAYMENT 0.00 BALANCE DUE AT DELIVERY 833,250.00 LENDER DOC FEES 0.00 INSURANCE PREMIUMS 0.00 AMOUNT FINANCED 833,250.00

IMPORTANT TO BE EXECUTED IN TRIPLICATE EXEMPTION WILL BE DISALLOWED IF COMPLETE AND CORRECT INFORMATION IS NOT FURNISHED. SALES TAX DIVISION DEPARTMENT OF REVENUE STATE OF ALABAMA MONTGOMERY, ALABAMA 36130 CERTIFICATE OF EXEMPTION-OUT OF STATE DELIVERY Required by the Provisions of Sales and Use Tax Rule A28-015 Seller Kenworth of Dothan, Inc. Sales Tax Registration No. 35-12553 Address 461 Ross Clark Cir. Invoice No. D02521 Dothan, AL 36303 Date of Sale 07/10/2003 Buyer Boyd Bros. Transportation Inc. Address 825 West Leffels Lane, Springfield, OH 45506 ------------------------------------------------------------------------ (Street) (City) (State) Description of the Automobile, Other Motor Vehicle, or Trailer See attached Make _______________ Model ____________________ Year ____________________ Serial No. ______________________ Motor No. ___________________ New [ ] Used [ ] Total Sales Trade-in Net Amount Price ___________________________ Allowance ___________________ Paid ___________ The automobile, other motor vehicle, or trailer described above will be titled or registered in the State of Ohio. OATH We, the undersigned seller and buyer, or representative thereof, being duly sworn according to law, hereby certify that the above described tangible personal property has been sold and will be delivered outside the State of Alabama, and that the information contained herein is true and correct. Seller Kenworth of Dothan, Inc. Buyer Boyd Bros. Transportation Inc. By /s/ Ally Stroud By /s/ Richard Bailey ------------------------ -------------------------- Subscribed and sworn to this 10 day of July____, 2003. _______________________________ My Commission expires _____________________ Notary Public THIS CERTIFICATE MUST BE EXECUTED IN TRIPLICATE by the seller and buyer at the time of the sale of the vehicle or trailer. CERTIFICATE OF OUT OF STATE DELIVERY State of Ohio County of Clark I, ____________________ , being duly sworn according to law, depose and say that I have personally delivered the automobile, other motor vehicle, or trailer described above to 825 West Leffels Lane Boyd Bros. Transportation Inc. Springfield, OH 45506 07/10/2003 - -------------------------------------------------------------------------------- (Name) (Place of Delivery) (Date) Check the status of the person making the delivery: [ ] Seller [ ] Employee of Seller ____________________________ Signed Subscribed and sworn to this 10 day of July, 2003 ___________________________ My Commission expires _________________________ Notary Public (NOTARY PUBLIC MUST BE COMMISSIONED IN STATE IN WHICH DELIVERY IS MADE) INSTRUCTIONS: The Certificate of Agreement to Sell in Interstate Commerce must be prepared in triplicate by the seller and buyer at the time of the sale of the vehicle or trailer. The Certificate of Out of State Delivery must be executed in triplicate by the person actually making delivery of the motor vehicle or trailer within two days of the time of delivery. The original (white copy) and duplicate (pink copy) of the certificates must be attached to the seller's sales tax returns on which credit is claimed for "Sales in bona fide interstate commerce" before any credit will be allowed the seller for such sales. The triplicate (canary copy) should be kept with the seller's copy of invoice. SCHEDULE A Page 1 Attached to and made a part of the Buyer's Order dated 07/10/2003 between Boyd Bros. Transportation Inc. (buyer) and Kenworth of Dothan, Inc. (seller). ORDERED EQUIPMENT
N/U STOCK# YR MAKE MODEL COLOR VIN SALES PRICE - --- ------ -- ---- ----- ----- --- ----------- N 050673 2004 Kenworth T800 Green 1XKDDB9X54J050673 74,616.96 N 050674 2004 Kenworth T800 Green 1XKDDB9X74J050674 74,616.96 N 050675 2004 Kenworth T800 Green 1XKDDB9X94J050675 74,616.96 N 050676 2004 Kenworth T800 Green 1XKDDB9X04J050676 74,616.96 N 050677 2004 Kenworth T800 Green 1XKDDB9X24J050677 74,616.96 N 050678 2004 Kenworth T800 Green 1XKDDB9X44J050678 74,616.96 N 050679 2004 Kenworth T800 Green 1XKDDB9X64J050679 74,616.96 N 050680 2004 Kenworth T800 Green 1XKDDB9X24J050680 74,616.96 N 050681 2004 Kenworth T800 Green 1XKDDB9X44J050681 74,616.96 N 050682 2004 Kenworth T800 Green 1XKDDB9X64J050682 74,616.96 ---------- 746,169.60 ----------
SIGNATURE: /s/ Richard Bailey DATE: 07/10/2003 EX-10.2 4 g85678exv10w2.txt EX-10.2 COMMERCIAL LOAN AND SECURITY AGREEMENT EXHIBIT 10.2 [NAVISTAR FINANCIAL CORPORATION LOGO] 00147900000000146 COMMERCIAL LOAN AND SECURITY AGREEMENT (FOR NEW OR USED MOTOR VEHICLES AND EQUIPMENT) AGREEMENT DATE: 7/11/2003 THE UNDERSIGNED BORROWER HEREBY APPLIES TO NAVISTAR FINANCIAL CORPORATION ("LENDER") FOR A LOAN OF THE UNPAID BALANCE SHOWN BELOW, ON THE FOLLOWING TERMS AND CONDITIONS, IN CONNECTION WITH THE PURCHASE FROM SELLER OF THE EQUIPMENT DESCRIBED BELOW (THE "GOODS"). BORROWER HEREBY ACKNOWLEDGES DELIVERY, INSPECTION AND ACCEPTANCE OF THE GOODS, REPRESENTS THAT THE GOODS ARE BEING PURCHASED FOR A BUSINESS OR COMMERCIAL PURPOSE AND AUTHORIZES DISBURSEMENT OF LOAN PROCEEDS TO SELLER IN PAYMENT FOR THE GOODS OR OTHER OBLIGATIONS OF BORROWER. SELLER INFORMATION: SELLER NUMBER: 001479-000 International Truck and Engine Corporation Duluth, GA APPROVAL 01341586 BORROWER INFORMATION: Boyd Brothers Transportation Inc SSN#/TAX-ID 3275 Highway 30 Clayton AL 36016 CUSTOMER # COUNTY: 04706016 DESCRIPTION OF EQUIPMENT
VEHICLE NEW YEAR USED MANUFACTURER MODEL SERIAL NUMBER EQUIPMENT TYPE UNIT PRICE UNIT NUMBER ---- ---- ------------ ----- ------------- -------------- ---------- -----------
SEE ADDENDUM - SCHEDULE A DESCRIPTION OF TRADE-IN
VEHICLE GROSS LESS AMOUNT TRADE-IN YEAR MANUFACTURER MODEL SERIAL NUMBER BODY TYPE ALLOWANCE OWING (NET ALLOWANCE) ---- ------------ ----- ------------- --------- --------- ----- ---------------
SEE ADDENDUM - SCHEDULE B INSURANCE COVERAGE NO LIABILITY INSURANCE INCLUDED PHYSICAL DAMAGE: Physical Damage Insurance satisfactory to Lender is required. The Borrower may choose the person through which the insurance is to be obtained or provide such insurance through an existing policy subject to Lender's right to refuse to accept any such insurer for any reasonable cause. If Physical Damage Insurance is included in this Agreement, the cost of insurance shall be as set forth in item 6a and the following coverage is provided for a term of months from the date of delivery. Deductible Other Than Collision (Specified Perils, Comprehensive or Fire, Theft and Combined Additional Coverage, as per attached insurance application.) Deductible Collision _________________________________________ ____________________________ Name of Physical Damage Insurance Company Agent Name/Phone Texas Residents Only: If physical damage insurance is obtained through the Lender and placed with a county mutual insurance company, the premium or rate of charge is not fixed or approved by the Texas State Board of Insurance. CREDIT LIFE INSURANCE IS NOT REQUIRED. If a charge is included in 6b it is understood that credit life insurance is requested in this Agreement and the Borrower signing below is the insured. Borrower hereby acknowledges receipt of a certificate containing the terms of such insurance through Agent: _________________________________________ ____________________________ Name of Credit Life Insurance Company Agent Name/Phone SALE ANALYSIS - --------------------------------------------------------------- 1. CASH PRICE $1,859,778.50 - --------------------------------------------------------------- 2. SALES AND OTHER TAXES $ 225,396.50 - --------------------------------------------------------------- 3. CASH PRICE + TAX (1 + 2) $2,085,175.00 - --------------------------------------------------------------- 4. a. CASH DOWN PAYMENT $ 0.00 - --------------------------------------------------------------- b. TRADE-IN (NET ALLOWANCE) $ 338,800.00 - --------------------------------------------------------------- TOTAL DOWN PAYMENT(a + b) $ 338,800.00 - --------------------------------------------------------------- 5. UNPAID BALANCE OF CASH PRICE (3 LESS 4) $1,746,375.00 - --------------------------------------------------------------- 6 a. PHYSICAL DAMAGE $ 0.00 - --------------------------------------------------------------- b. CREDIT LIFE INSURANCE $ 0.00 - --------------------------------------------------------------- c. TITLE AND OFFICIAL FEES $ 0.00 - --------------------------------------------------------------- d. DOCUMENTATION FEE $ 0.00 - --------------------------------------------------------------- e. OPTIONAL SERVICE/EXTENDED WARRANTY $ 0.00 - --------------------------------------------------------------- f. OTHER $ 0.00 - --------------------------------------------------------------- TOTAL OTHER CHARGES (Total of 6a to 6f) $ 0,00 - --------------------------------------------------------------- 7. TOTAL CHARGES INCURRED (5 + 6) $1,746,375.00 - ---------------------------------------------------------------

PROMISSORY NOTE: If this Agreement is accepted by Lender, Borrower promises to pay to Lender or to its order the TOTAL CHARGES INCURRED set forth in Line 7 above, together with interest from the date of this Agreement, in installments as set forth below: Borrower agrees to pay Lender the TOTAL CHARGES INCURRED plus interest in the amount of $231,000.00 computed at a rate equivalent to 5.00% per annum in installments as set forth below.
# of Payments Amount of Payment Beginning # of Payments Amount of Payment Beginning # of Payments Amount of Payment Beginning - ------------- ----------------- --------- ------------- ----------------- --------- ------------- ----------------- --------- ~~60 $32,956.25 8/11/2003~~
FOR USE IN SOUTH CAROLINA ONLY: WAIVER OF HEARING PRIOR TO IMMEDIATE POSSESSION: BORROWER HEREBY EXPRESSLY AGREES THAT, SHOULD THE LENDER BE ENTITLED TO POSSESSION OF THE GOODS DESCRIBED ABOVE OR ITS PROCEEDS UNDER THE TERMS OF THIS AGREEMENT OR ANY DOCUMENT EXECUTED IN CONNECTION HEREWITH (INCLUDING ANY FURTHER EXTENSIONS, RENEWALS, ETC.) BORROWER WAIVES ITS RIGHT TO NOTICE AND AN OPPORTUNITY TO BE HEARD PRIOR TO REPOSSESSION OF THE GOODS BY THE LENDER. NOTICE TO BORROWER: 1. DO NOT SIGN THIS AGREEMENT BEFORE YOU READ IT OR IF IT CONTAINS BLANK SPACES. 2. YOU ARE ENTITLED TO A COMPLETELY FILLED-IN COPY OF THE AGREEMENT WHEN YOU SIGN IT. 3. UNDER THE LAW, YOU HAVE THE FOLLOWING RIGHTS, AMONG OTHERS: (A) TO PAY OFF IN ADVANCE THE FULL AMOUNT DUE AND TO OBTAIN A PARTIAL REFUND OF THE INTEREST CHARGES BASED ON THE ACTUARIAL METHOD UNLESS ANOTHER METHOD IS REQUIRED BY LAW; (B) TO REDEEM THE GOODS IF REPOSSESSED FOR DEFAULT; (C) TO REQUIRE, UNDER CERTAIN CONDITIONS, A RESALE OF THE GOODS IF REPOSSESSED. 4. IF YOU DESIRE TO PAY OFF IN ADVANCE THE FULL AMOUNT DUE, THE AMOUNT OF REFUND YOU ARE ENTITLED TO, IF ANY, WILL BE FURNISHED UPON REQUEST 5. IN TEXAS, THIS AGREEMENT MAY BE SUBJECT IN WHOLE OR IN PART TO TEXAS LAW WHICH IS ENFORCED BY THE CONSUMER CREDIT COMMISSIONER, 2601 NORTH LAMAR, AUSTIN, TEXAS 78705-4207. TELEPHONE (512) 479-1285, (214) 263-2016, (713) 461-4074. COMMERCIAL LOAN AND SECURITY AGREEMENT FOR: Boyd Brothers PAGE 1 OF 3 Transportation Inc ADDITIONAL PROVISIONS 00147900000000146 LATE PAYMENTS: In addition to promising to pay the "Total Payments" as set forth above, Borrower promises to pay past due interest accrued from maturity on each installment in default more than 10 days at the highest rate permitted by law. Borrower also agrees to pay all expenses actually incurred, including attorney fees, in collecting any amount payable under this Agreement, all to the extent allowed by law. PARTIES: As used herein, "Borrower" shall include all persons or entities who sign as "Borrower(s)." "Lender" shall mean Navistar Financial Corporation, its successors and assigns. "Affiliates" shall include all entities directly or indirectly controlling or controlled by, or under common control with Lender including but not limited to, Harco Leasing Company, Inc. and Navistar Leasing Company. Upon notice of assignment, Borrower agrees to make payments hereunder directly to assignee. Assignee shall be entitled to all rights of Lender free from any defense, set-off or counterclaim by the Borrower against the Lender, except as required by law. Seller shall not be the agent of Lender for transmission of payments or otherwise. NO WARRANTIES BY LENDER: Borrower agrees that Lender is neither the seller nor the manufacturer of the Goods, and has not made and does not make any representation, warranty or covenant with respect to the Goods, either express or implied, written or oral, including but not limited to any representation, warranty or covenant with respect to condition, quality, safety, durability, merchantability, or fitness for a particular purpose. Borrower selected the Goods and hereby agrees that any and all claims that Borrower has or may in the future have against the seller and/or manufacturer shall not be asserted as an offset against Lender, including but not limited to any claims in product liability. USE OF PROPERTY: Borrower shall hold and use the Goods at its risk and expense with respect to loss or damages, and taxes and charges of every kind; shall take proper care of the Goods and shall not abuse or misuse the same; shall not sell, assign or transfer its interest in the Goods or remove the Goods from the jurisdiction in which they now reside without the prior written consent of Lender; shall not use the Goods for any illegal purpose and shall not attach any of the Goods to any real estate or to any other property in such a manner as to become a part thereof. If Borrower fails to pay said taxes and said charges, Lender may, at its election, either do so and charge same to Borrower or treat such failure as a breach of condition of this agreement. Any amount so paid by the Lender shall become a part of the indebtedness secured hereunder. PHYSICAL DAMAGE INSURANCE: If a cost for physical damage insurance is included in the Agreement, Borrower hereby assigns to Lender the right to cancel such insurance. If any insurance included in this Agreement is cancelled, whether by request of the Borrower or the Lender, or action of the Insurance Company, Lender is hereby authorized on behalf of Borrower to receive any unearned premium refund. If no cost of physical damage insurance is included in this Agreement, Borrower agrees to promptly insure the Goods at its own expense with a company acceptable to the Lender against loss by fire, theft and collision for the period of the term of this Agreement and in such amounts and upon such terms as are acceptable to Lender. Borrower specifically covenants to name Lender as loss payee as its interest may appear. Lender may, in its sole discretion, apply any proceeds of insurance received by it to any indebtedness owed by Borrower to Lender or its Affiliates. PLACEMENT OF PHYSICAL DAMAGE INSURANCE: Unless Borrower provides Lender with evidence of the insurance coverage required by this Agreement, Lender may, but will not be obligated to, purchase insurance at Borrower's expense to protect Lender's interest in the Goods. This insurance may, but need not, protect Borrower's interests. The coverage that Lender purchases may not pay any claim that Borrower makes or any claim that is made against Borrower in connection with the Goods. Borrower may later cancel any insurance purchased by Lender, but only after providing Lender with evidence that Borrower has obtained other insurance as required by the Agreement. If Lender purchases insurance for the Goods, Borrower will be responsible for the costs of such insurance including interest and any other charge Lender may impose in connection with the placement of the insurance, until the effective date of the cancellation or expiration of the insurance. The cost of the insurance may be added to Borrower's outstanding balance due and owing Lender under the Agreement. The cost of the insurance may be more than the cost of insurance Borrower may be able to obtain on its own. SECURITY INTEREST: In order to secure performance and payment of the loans made by Lender to Borrower and all of Borrower's obligations and indebtedness hereunder and of all other amounts due or to become due hereunder and to secure each and every other obligation or indebtedness of every kind and description and howsoever arising, now or hereafter owing by Borrower to Lender or its Affiliates, Lender hereby retains, and Borrower hereby grants, a purchase money security interest under the Uniform Commercial Code in and to the Goods described above, together with all replacements, repairs and accessions thereto and cash and the non-cash proceeds (including insurance proceeds) thereof. The security interest hereby granted is a separate, independent security interest that is in addition to, and not in substitution for, any and all security interests heretofore or hereafter granted by Borrower to Lender. This Agreement is not an amendment to or modification of, or a waiver or release by Lender of, any term, provision or condition of any other agreement between Borrower and Lender. Further, Lender hereby retains and Borrower hereby grants a security interest in the proceeds of any physical damage, credit life and or disability insurance for which a charge is stated above or which is supplied by Borrower, and if a charge for any such insurance has been included in this Agreement, a security interest in the refund of any unearned premiums in the event such insurance is terminated or canceled for any reason. Borrower will not grant any other security interest in and to the Goods described above, without the prior written consent of Lender. Borrower shall cause, or cooperate with Lender in causing, Lender's security interest in the Goods to become properly perfected under state law through filing of a financing statement or notation on appropriate perfection documents. DEFAULT: For use in all states except Louisiana. Time is of the essence hereof and if Borrower defaults in any one of the payments on the loan or other payment provided for herein when due or breaches any other covenant or condition of this Agreement, or any other contract or agreement between Borrower and Lender or its Affiliates or if the Goods are levied upon, or Borrower becomes bankrupt or insolvent or a petition in bankruptcy is filed by or against the Borrower, then Lender may, in its sole option and discretion in any such event declare the total amount unpaid hereunder, including accrued delinquency charges, and excluding unearned interest, immediately due and payable and may take possession of the Goods in a lawful manner wherever found without notice, demand or legal process, or may require the Borrower to assemble the Goods and make them available to the Lender at a place to be designated by the Lender, and where not prohibited by law, may sell the same at public or private sale, with or without notice, at which sale Lender may become the purchaser, may deduct from the proceeds of any such sale all taxes and charges due on the Goods and all expenses of taking, removing, holding, repairing and selling the Goods, and may apply the net proceeds to any indebtedness of Borrower, returning to Borrower any surplus or holding Borrower liable for any deficiency; and in consideration of the use of the Goods and for diminution in saleable value thereof, Lender may retain all payments made; or Lender may pursue any other remedy provided by law. Lender may accept partial payments of any sum due without waiving or otherwise modifying the terms of this Agreement and the waiver by Lender of a breach of any condition of this Agreement shall not constitute a waiver of any subsequent breach whether or not of a like character. In the event of bankruptcy or other insolvency proceedings, in addition to the above remedies, the Lender shall be entitled to any rental or other income produced by the Goods prior to their release to Lender. COMMERCIAL LOAN AND SECURITY AGREEMENT FOR: Boyd Brothers PAGE 2 OF 3 Transportation Inc 00147900000000146 ADDITIONAL PROVISIONS - (CONTINUED) DEFAULT: For Use In Louisiana Only. Borrower does hereby confess judgment in favor of the Lender or any subsequent holder of this agreement for principal, interest, attorney's fees, and costs; and does hereby declare that if anyone of the payments on the loan or other payment provided for herein is not fully paid when due, if default be made in compliance with any condition or covenant herein, or proceedings in bankruptcy, insolvency or receivership be instituted by or against the Borrower, or if any action is taken looking toward the appointment of a receiver, syndic or curata of Borrower or if the property be used in violation of any state or Federal law, such violation shall constitute a breach of this Agreement which shall ipso facto be immediately due and exigible in its entirety and the Lender may cause all and singular the Goods herein described to be seized and sold under executory or other legal process in any court, without appraisement, to the highest bidder, payable in cash. Borrower hereby specifically waives the three (3) day notice of demand provided by Article 2639 of the Louisiana Code of Civil Procedure and Notice of Appraisement set forth under Article 2723 of the Louisiana Code of Civil Procedure and all pleas of division and discussion and the benefit of appraisement or the said Lender may and is hereby authorized to take immediate possession of the Goods wherever found without process of law and hold same until the amount due and either at public or private sale without demand for performance of without notice to the Borrower, with or without having the Goods at the place of sale. The Lender, or future holder of this Agreement, shall have the right to bid at any public sale. From the proceeds of such sale, the Lender, or future holder of this Agreement, shall deduct all expenses for retaking, repairing and selling the Goods, including a reasonable attorney's fee. Pursuant to the authority of Louisiana Revised Statutes 9:5136 et. Seq. , Borrower hereby appoints Lender, or its designee, to be keeper or receiver of the collateral herein described who, at its option, may take possession thereof and administer same immediately upon any seizure incident to any legal action brought by Lender. CO-BORROWER: The obligation of any co-borrower hereunder shall be primary and the co-borrower shall be jointly and severally liable with the Borrower for payment in full of all amounts due or to become due pursuant to the terms and conditions of this Agreement. GENERAL: Borrower hereby covenants that all facts and information contained herein and in the credit application are true and correct as of the date hereof and specifically warrants that there are no other amounts owing on the trade-in equipment except as may be indicated herein. Renewal, extension, or assignment of this Agreement shall not release Borrower or Co-Borrower from any obligations hereunder. POWER OF ATTORNEY: Borrower hereby irrevocably authorizes and empowers Lender to execute, sign, and file on Borrower(s) behalf any financing statement, continuation statement or any other document related to the perfection or protection of the security interest hereby created, if allowed by law. APPLICATION OF PAYMENTS: Each payment received on the loan shall be applied first to accrued interest and delinquency charges and then to the balance of any amount financed then outstanding. SAVINGS CLAUSE: Should any provision of this Agreement be or become invalid, illegal, prohibited or unenforceable by law or otherwise, then such provision shall be void; however, such impairment shall not in any way invalidate or impair the remainder of this Agreement or any other of its provisions. If the rate of interest or other charges set forth hereunder shall exceed the applicable maximum, then such rate shall be reduced to such maximum and any excess interest or charge that may have been collected shall, at the option of the Borrower, either be refunded in cash or applied as a credit to unpaid principal. In no event shall Borrower be obligated to pay such excess charges. ACCEPTANCE BY LENDER, CHOICE OF LAW: This Agreement is not binding until accepted by Lender in Illinois. Except as prohibited by law, the law of Illinois, where this Agreement is entered into, and applicable federal law shall control the construction and validity of this Agreement. This Agreement is entered into in Illinois and all loans made by the Lender will be extended from Illinois. The validity and enforcement of the security interest granted hereunder shall be controlled by the law of jurisdiction where the Goods are to be kept and used. QUARTERLY PRIME RATE: As used in this Agreement the "Quarterly Prime Rate" shall mean for each calendar quarter, the Prime Rate as published in the Wall Street Journal on the last business day of the month immediately preceding the first day of each calendar quarter. QUARTERLY LIBOR RATE: Shall mean, for each calendar quarter, the 90-day London Interbank Offered Rate as published in the Wall Street Journal on the last business day of the month immediately preceding the first day of each calendar quarter. WAIVER OF JURY TRIAL: BORROWER WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION RELATING TO THIS AGREEMENT. THIS SPACE INTENTIONALLY LEFT BLANK All payments shall be paid to Lender at P.O. Box 96070, Chicago, IL 60693-6070 or as otherwise directed by Lender to Borrower in writing. Telephone inquiries should be directed to Navistar Financial Corporation (847) 734-4000. All other correspondence should be sent to Lender at P.O. Box 4024, Attn: FSC, Schaumburg, IL 60168-4024 BORROWER HAS READ AND AGREES TO ALL TERMS, PROVISIONS AND CONDITIONS CONTAINED IN THIS THREE PAGE AGREEMENT, AGREES THAT THIS AGREEMENT CONTAINS THE ENTIRE AGREEMENT BETWEEN BORROWER AND LENDER RELATING TO THIS LOAN FOR THE PURCHASE OF THE GOODS, AND SUPERSEDES ALL PREVIOUS AGREEMENTS, EXCEPT AS TO AGREEMENTS BETWEEN BORROWER AND LENDER. This agreement is subject to the terms of the Retail Financing Arrangement between the Lender and Seller. Initial for: Non-Recourse _____________________ Guaranty ________________________ AUTHORIZED SIGNATURE FOR SELLER BY ________________________________________________ __________________________ Signature of Owner, Officer, or Authorized Rep.) (Title) LENDERS ACCEPTANCE Lender: Navistar Financial Corporation Accepted by Lender at: 2850 West Golf Road, Rolling Meadows, IL, 60008 BY ______________________________________ DATE _________________________ Authorized Representative BORROWER ACKNOWLEDGES RECEIPT OF AN EXACT COPY NAME OF BORROWER: Boyd Brothers Transportation Inc (Name of individual(s), corporation or partnership. Give trade style, if any after name.) BY /s/ Richard Bailey TITLE Vice President and COO ---------------------- (If corporation, authorized party must sign and show corporate title. If partnership, a general partner must sign. If owner(s) or partner show which.) BY ______________________________________ TITLE ________________________ (Co-Borrower/ Co-Signer/Guarantor) COMMERCIAL LOAN AND SECURITY AGREEMENT FOR: Boyd Brothers PAGE 3 OF 3 Transportation Inc [NAVISTAR FINANCIAL CORPORATION LOGO] COMMERCIAL LOAN AND SECURITY AGREEMENT SCHEDULE A 00147900000000146 AGREEMENT DATE: 7/11/2003 SELLER INFORMATION: SELLER NUMBER: 001479-000 International Truck and Engine Corporation Duluth, GA APPROVAL 01341586 BORROWER INFORMATION: Boyd Brothers Transportation Inc SSN#/TAX-ID 3275 Highway 30 Clayton AL 36016 CUSTOMER # COUNTY: 04706016 DESCRIPTION OF EQUIPMENT
VEHICLE NEW YEAR USED MANUFACTURER MODEL SERIAL NUMBER EQUIPMENT TYPE UNIT PRICE UNIT NUMBER ---- ---- ------------ ----- ------------- -------------- ---------- ----------- 2004 New International 9400 2HSCNASR54C078828 $74,391.14 2004 New International 9400 2HSCNASR74C078829 $74,391.14 2004 New International 9400 2HSCNASR34C078830 $74,391.14 2004 New International 9400 2HSCNASR54C078831 $74,391.14 2004 New International 9400 2HSCNASR74C078832 $74,391.14 2004 New International 9400 2HSCNASR94C078833 $74,391.14 2004 New International 9400 2HSCNASR04C078834 $74,391.14 2004 New International 9400 2HSCNASR24C078835 $74,391.14 2004 New International 9400 2HSCNASR44C078836 $74,391.14 2004 New International 9400 2HSCNASR64C078837 $74,391.14 2004 New International 9400 2HSCNASR84C078838 $74,391.14 2004 New International 9400 2HSCNASRX4C078839 $74,391.14 2004 New International 9400 2HSCNASR64C078840 $74,391.14 2004 New International 9400 2HSCNASR84C078841 $74,391.14 2003 New International 9400 2HSCNASRX4C078842 $74,391.14 2004 New International 9400 2HSCNASR14C078843 $74,391.14 2004 New International 9400 2HSCNASR34C078844 $74,391.14 2004 New International 9400 2HSCNASR54C078845 $74,391.14 2004 New International 9400 2HSCNASR74C078846 $74,391.14 2004 New International 9400 2HSCNASR14C078857 $74,391.14 2004 New International 9400 2HSCNASR34C078858 $74,391.14 2004 New International 9400 2HSCNASR54C078859 $74,391.14 2004 New International 9400 2HSCNASR14C078860 $74,391.14 2004 New International 9400 2HSCNASR34C078861 $74,391.14 2004 New International 9400 2HSCNASR54C078862 $74,391.14
________________________________ __________________________________________ SELLER: INTERNATIONAL TRUCK AND BORROWER: BOYD BROTHERS TRANSPORTATION INC ENGINE CORPORATION BY __________________ By /s/ Richard Bailey ---------------------------- Title Vice President and COO LENDER'S ACCEPTANCE Accepted by Lender at: Lender: Navistar Financial Corporation 2850 West Golf Road, Rolling Meadows, IL 60008 BY ___________________________ DATE _____________ Authorized Representative COMMERCIAL LOAN AND SECURITY AGREEMENT FOR: Boyd Brothers Transportation Inc SCHEDULE A PAGE 1 OF 1 [NAVISTAR FINANCIAL CORPORATION LOGO] COMMERCIAL LOAN AND SECURITY AGREEMENT SCHEDULE B 00147900000000146 AGREEMENT DATE: 7/11/2003 SELLER INFORMATION: SELLER NUMBER: 001479-000 International Truck and Engine Corporation Duluth, GA APPROVAL 01341586 BORROWER INFORMATION: Boyd Brothers Transportation Inc SSN#/TAX-ID 3275 Highway 30 Clayton AL 36016 CUSTOMER # COUNTY: 04706016 DESCRIPTION OF TRADE-IN
VEHICLE GROSS LESS AMOUNT TRADE-IN YEAR MANUFACTURER MODEL SERIAL NUMBER BODY TYPE ALLOWANCE OWING (NET ALLOWANCE) ---- ------------ ----- ------------- --------- --------- ----- --------------- 1998 International 9300 2HSFBASROXC080030 $23,300.00 $0.00 $23,300.00 1998 International 9300 2HSFBASR2XC080031 $23,300.00 $0.00 $23,300.00 1998 International 9300 2HSFBASRXXC080035 $23,300.00 $0.00 $23,300.00 1998 International 9300 2HSFBASR1XC080036 $21,300.00 $0.00 $21,300.00 1998 International 9300 2HSFBASR3XC080037 $23,300.00 $0.00 $23,300.00 1998 International 9300 2HSFBASR5XC080038 $23,300.00 $0.00 $23,300.00 1998 International 9300 2HSFBASR7XC080039 $21,300.00 $0.00 $21,300.00 1998 International 9300 2HSFBASR3XC080040 $23,300.00 $0.00 $23,300.00 1998 International 9300 2HSFBASR7XC080011 $20,800.00 $0.00 $20,800.00 1998 International 9300 2HSFBASR3XC080023 $20,800.00 $0.00 $20,800.00 1998 International 9300 2HSFBASR7XC080025 $19,800.00 $0.00 $19,800.00 1998 International 9300 2HSFBASR2XC080059 $19,800.00 $0.00 $19,800.00 1998 International 9300 2HSFBASR3XC034577 $19,800.00 $0.00 $19,800.00 1998 International 9300 2HSFBASR3XC034580 $21,800.00 $0.00 $21,800.00 1998 International 9300 2HSFBASR9XC034583 $19,800.00 $0.00 $19,800.00 1998 International 9300 2HSCNASR14C078843 $13,800.00 $0.00 $13,800.00
_______________________________ __________________________________________ SELLER: INTERNATIONAL TRUCK AND BORROWER: BOYD BROTHERS TRANSPORTATION INC ENGINE CORPORATION BY __________________ By /s/ Richard Bailey -------------------- Title Vice President & COO LENDER'S ACCEPTANCE Accepted by Lender at: Lender: Navistar Financial Corporation 2850 West Golf Road, Rolling Meadows, IL 60008 BY ___________________________ DATE _____________ Authorized Representative COMMERCIAL LOAN AND SECURITY AGREEMENT FOR: Boyd Brothers Transportation Inc SCHEDULE B PAGE 1 OF 1 [LETTERHEAD OF NAVISTAR FINANCIAL CORPORATION] AMORTIZATION SCHEDULE 00147900000000146 Customer Name: Boyd Brothers Transportation Inc AMOUNT TO FINANCE: $1,746,375.00 DATE OF NOTE: 7/11/2003 PAYMENT PLAN: Equal Monthly TOTAL FINANCE: $ 231,000.00 DATE FINANCE BEGINS: 7/11/2003 REBATE METHOD: Actuarial TOTAL PAYMENTS: $1,977,375.00 APR: 5.00 TERM: 60

PERIOD DATE PRINCIPAL PAYMENT PERIOD FINANCE PAYMENT AMOUNT FINANCE REMAINING PRINCIPAL REMAINING - ------ ---- ----------------- -------------- -------------- ----------------- ------------------- Total $ 0.00 $ 0.00 $1,977,375.00 $231,000.00 $1,746,375.00 1 08/11/03 $25,679.70 $7,276.55 $ 32,956.25 $223,723.45 $1,720,695.30 2 09/11/03 $25,786.70 $7,169.55 $ 32,956.25 $216,553.90 $1,694,908.60 3 10/11/03 $25,894.13 $7,062.12 $ 32,956.25 $209,491.78 $1,669,014.47 4 11/11/03 $26 002.04 $6,954.21 $ 32,956.25 $202,537.57 $1,643,012.43 5 12/11/03 $26,110.37 $6,845.88 $ 32,956.25 $195,691.69 $1,616,902.06 6 01/11/04 $26,219.17 $6,737.08 $ 32,956.25 $188,954.61 $1,590,682.89 7 02/11/04 $26,328.41 $6,627.84 $ 32,956.25 $182,326.77 $1,564,354.48 8 03/11/04 $26,438.12 $6,518.13 $ 32,956.25 $175,808.64 $1,537,916.36 9 04/11/04 $26,548.27 $6,407.98 $ 32,956.25 $169,400.66 $1,511,368.09 10 05/11/04 $26,658.90 $6,297.35 $ 32,956.25 $163,103.31 $1,484,709.19 11 06/11/04 $26,769.97 $6,186.28 $ 32,956.25 $156,917.03 $1,457,939.22 12 07/11/04 $26,881.51 $6,074.74 $ 32,956.25 $150,842.29 $1,431,057.71 13 08/11/04 $26,993.51 $5,962.74 $ 32,956.25 $144,879.55 $1,404,064.20 14 09/11/04 $27,105.99 $5,850.26 $ 32,956.25 $139,029.29 $1,376,958.21 15 10/11/04 $27,218.93 $5,737.32 $ 32,956.25 $133,291.97 $1,349,739.28 16 11/11/04 $27,332.34 $5,623.91 $ 32,956.25 $127,668.06 $1,322,406.94 17 12/11/04 $27,446.23 $5,510.02 $ 32,956.25 $122,158.04 $1,294,960.71 18 01/11/05 $27,560.58 $5,395.67 $ 32,956.25 $116,762.37 $1,267,400.13 19 02/11/05 $27,675.42 $5,280.83 $ 32,956.25 $111,481.54 $1,239,724.71 20 03/11/05 $27,790.74 $5,165.51 $ 32,956.25 $106,316.03 $1,211,933.97 21 04/11/05 $27,906.53 $5,049.72 $ 32,956.25 $101,266.31 $1,184,027.44 22 05/11/05 $28,022.81 $4,933.44 $ 32,956.25 $ 96,332.87 $1,156,004.63 23 06/11/05 $28,139.57 $4,816.68 $ 32,956.25 $ 91,516.19 $1,127,865.06 24 07/11/05 $28,256.82 $4,699.43 $ 32,956.25 $ 86,816.76 $1,099,608.24 25 08/11/05 $28,374.55 $4,581.70 $ 32,956.25 $ 82,235.06 $1,071,233.69 26 09/11/05 $28,492.78 $4,463.47 $ 32,956.25 $ 77,771.59 $1,042,740.91 27 10/11/05 $28,611.50 $4,344.75 $ 32,956.25 $ 73,426.84 $1,014,129.41 28 11/11/05 $28,730.72 $4,225.53 $ 32,956.25 $ 69,201.31 $ 985,398.69 29 12/11/05 $28,850.42 $4,105.83 $ 32,956.25 $ 65,095.48 $ 956,548.27 30 01/11/06 $28,970.64 $3,985.61 $ 32,956.25 $ 61,109.87 $ 927,577.63 31 02/11/06 $29,091.35 $3,864.90 $ 32,956.25 $ 57,244.97 $ 898,486.28 32 03/11/06 $29,212.56 $3,743.69 $ 32,956.25 $ 53,501.28 $ 869,273.72 33 04/11/06 $29,334.28 $3,621.97 $ 32,956.25 $ 49,879.31 $ 839,939.44 34 05/11/06 $29,456.50 $3,499.75 $ 32,956.25 $ 46,379.56 $ 810,482.94 35 06/11/06 $29,579.25 $3,377.00 $ 32,956.25 $ 43,002.56 $ 780,903.69 36 07/11/06 $29,702.48 $3,253.77 $ 32,956.25 $ 39,748.79 $ 751,201.21 37 08/11/06 $29,826.25 $3,130.00 $ 32,956.25 $ 36,618.79 $ 721,374.96 38 09/11/06 $29,950.52 $3,005.73 $ 32,956.25 $ 33,613.06 $ 691,424.44 39 10/11/06 $30,075.33 $2,880.92 $ 32,956.25 $ 30,732.14 $ 661,349.11 40 11/11/06 $30,200.63 $2,755.62 $ 32,956.25 $ 27,976.52 $ 631,148.48 41 12/11/06 $30,326.47 $2,629.78 $ 32,956.25 $ 25,346.74 $ 600,822.01 42 01/11/07 $30,452.82 $2,503.43 $ 32,956.25 $ 22,843.31 $ 570,369.19 43 02/11/07 $30,579.71 $2,376.54 $ 32,956.25 $ 20,466.77 $ 539,789.48 44 03/11/07 $30,707.13 $2,249.12 $ 32,956.25 $ 18,217.65 $ 509,082.35 45 04/11/07 $30,835.08 $2,121.17 $ 32,956.25 $ 16,096.48 $ 478,247.27 46 05/11/07 $30,963.55 $1,992.70 $ 32,956.25 $ 14,103.78 $ 447,283.72 47 06/11/07 $31,092.57 $1,863.68 $ 32,956.25 $ 12,240.10 $ 416,191.15 48 07/11/07 $31,222.12 $1,734.13 $ 32,956.25 $ 10,505.97 $ 384,969.03
COMMERCIAL LOAN AND SECURITY Amortization Schedule AGREEMENT FOR: Boyd Brothers Transportation Inc Page 1 of 2 [LETTERHEAD OF NAVISTAR FINANCIAL CORPORATION] AMORTIZATION SCHEDULE 00147900000000146 CUSTOMER NAME: Boyd Brothers Transportation Inc AMOUNT TO FINANCE: $1,746,375.00 DATE OF NOTE: 7/11/2003 PAYMENT PLAN: Equal Monthly TOTAL FINANCE: $ 231,000.00 DATE FINANCE BEGINS: 7/11/2003 REBATE METHOD: Actuarial TOTAL PAYMENTS: $1,977,375.00 APR: 5.00 TERM: 60

PERIOD DATE PRINCIPAL PAYMENT PERIOD FINANCE PAYMENT AMOUNT FINANCE REMAINING PRINCIPAL REMAINING - ------ ---- ----------------- -------------- -------------- ----------------- ------------------- 49 08/11/07 $ 31,352.22 $ 1,604.03 $ 32,956.25 $8,901.94 $353,616.81 50 09/11/07 $ 31,482.85 $ 1,473.40 $ 32,956.25 $7,428.54 $322,133.96 51 10/11/07 $ 31,614.02 $ 1,342.23 $ 32,956.25 $6,086.31 $290,519.94 52 11/11/07 $ 31,745.75 $ 1,210.50 $ 32,956.25 $4,875.81 $258,774.19 53 12/11/07 $ 31,878.03 $ 1,078.22 $ 32,956.25 $3,797.59 $226,896.16 54 01/11/08 $ 32,010.85 $ 945.40 $ 32,956.25 $2,852.19 $194,885.31 55 02/11/08 $ 32,144.23 $ 812.02 $ 32,956.25 $2,040.17 $162,741.08 56 03/11/08 $ 32,278.16 $ 678.09 $ 32,956.25 $1,362.08 $130,462.92 57 04/11/08 $ 32,412.65 $ 543.60 $ 32,956.25 $ 818.48 $ 98,050.27 58 05/11/08 $ 32,547.71 $ 408.54 $ 32,956.25 $ 409.94 $ 65,502.56 59 06/11/08 $ 32,683.32 $ 272.93 $ 32,956.25 $ 137.01 $ 32,819.24 60 07/11/08 $ 32,819.24 $ 137.01 $ 32,956.25 $ 0.00 $ 0.00 Total $1,746,375.00 $231,000.00 $1,977,375.00 $ 0.00 $ 0.00
THIS SCHEDULE MAY NOT REFLECT THE ACTUAL NET BALANCE OWING IF THE CONTRACT IS TERMINATED PRIOR TO MATURITY. SELLER: INTERNATIONAL TRUCK AND BORROWER: BOYD BROTHERS TRANSPORTATION INC ENGINE CORPORATION BY __________________ By /s/ Richard Bailey ------------------------------- Title Vice President & COO LENDER'S ACCEPTANCE Accepted by Lender at: Lender: Navistar Financial Corporation 2850 West Golf Road, Rolling Meadows, IL 60008 BY ___________________________ DATE _____________ Authorized Representative COMMERCIAL LOAN AND SECURITY Amortization Schedule AGREEMENT FOR: Boyd Brothers Transportation Inc Page 2 of 2 EX-10.3 5 g85678exv10w3.txt EX-10.3 PROMISSORY NOTE EXHIBIT 10.3 PROMISSORY NOTE July 29, 2003 ------------- (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 ONE MILLION FIVE HUNDRED SEVENTY NINE THOUSAND SIX HUNDRED SEVENTY FIVE AND 00/100 DOLLARS ($1,579,675.00), 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 Sixty (60) consecutive monthly installments as follows:
Periodic Installment Amount - ----------- ------ ~~1 thru 59 $28,758.27~~
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____________________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, its entire indebtedness hereunder upon payment of the entire indebtedness plus an additional sum as a premium equal to the following percentages of the original 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:___________________________________ (Witness) _______________________________ Name:_________________________________ (Print name) _______________________________ Title:________________________________ (Address) Federal Tax ID #: 636006515 Address: 3275 Highway 30, Clayton, Barbour County, AL 36016 ANNEX A TO COLLATERAL SCHEDULE NO. 004 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 Master 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 International 2HSCNASR04C078803 9400i SBA 6x4 Tractor 1 International 2HSCNASR24C078804 9400i SBA 6x4 Tractor 1 International 2HSCNASR44C078805 9400i SBA 6x4 Tractor 1 International 2HSCNASR64C078806 9400i SBA 6x4 Tractor 1 International 2HSCNASR84C078807 9400i SBA 6x4 Tractor 1 International 2HSCNASRX4C078808 9400i SBA 6x4 Tractor 1 International 2HSCNASR14C078809 9400i SBA 6x4 Tractor 1 International 2HSCNASR84C078810 9400i SBA 6x4 Tractor 1 International 2HSCNASRX4C078811 9400i SBA 6x4 Tractor 1 International 2HSCNASR14C078812 9400i SBA 6x4 Tractor 1 International 2HSCNASR34C078813 9400i SBA 6x4 Tractor 1 International 2HSCNASR54C078814 9400i SBA 6x4 Tractor 1 International 2HSCNASR74C078815 9400i SBA 6x4 Tractor 1 International 2HSCNASR94C078816 9400i SBA 6x4 Tractor 1 International 2HSCNASR04C078817 9400i SBA 6x4 Tractor 1 International 2HSCNASR24C078818 9400i SBA 6x4 Tractor 1 International 2HSCNASR44C078819 9400i SBA 6x4 Tractor 1 International 2HSCNASR04C078820 9400i SBA 6x4 Tractor 1 International 2HSCNASR24C078821 9400i SBA 6x4 Tractor 1 International 2HSCNASR44C078822 9400i SBA 6x4 Tractor 1 International 2HSCNASR64C078823 9400i SBA 6x4 Tractor 1 International 2HSCNASR84C078824 9400i SBA 6x4 Tractor 1 International 2HSCNASRX4C078825 9400i SBA 6x4 Tractor 1 International 2HSCNASR14C078826 9400i SBA 6x4 Tractor 1 International 2HSCNASR34C078827 9400i SBA 6x4 Tractor
Equipment immediately listed above is located at 825 W. Leffel Lane, Springfield, Clark County, OH 45506 BOYD BROS. TRANSPORTATION INC. By:_____________________________________ Name:___________________________________ Title:__________________________________ CROSS-COLLATERAL AND CROSS-DEFAULT AGREEMENT General Electric Capital Corporation 1000 Windward Concourse Suite 403 Alpharetta, GA 30005 Gentlemen: You (and/or your successors or assigns, "YOU") have entered into or purchased one or more conditional sale contracts, lease agreements, chattel mortgages, security agreements, notes and other choses in action (herein designated "ACCOUNTS") arising from the bona fide sale or lease to us, by various vendors or lessors, of equipment and inventory (herein designated "COLLATERAL") and/or you have made direct loans to or otherwise extended credit to us evidenced by Accounts creating security interests in 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 to purchase additional Accounts and/or to lease us additional equipment, and in consideration of you so doing, and for other good and valuable consideration, the receipt of which we hereby acknowledge, we agree as follows: All presently existing and hereafter acquired Collateral 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. We further agree that your security interest in the property covered by any Account now held or hereafter acquired by you shall not be terminated in whole or in part until and unless all indebtedness of every kind, due or to become due, owed by us to you is fully paid and satisfied and the terms of every Account have been fully performed by us. It is further agreed that you are to retain your security interest in all property covered by all Accounts held or acquired by you, as security for payment and performance under each such Account, notwithstanding the fact that one or more of such Accounts may become fully paid. This instrument is intended to create cross-default and cross-security between and among all the within described Accounts now owned or hereafter acquired by you. A default under any Account or agreement shall be deemed to be a default under all other Accounts and agreements. A default shall result if we fail to pay any sum when due on any Account or agreement, or if we breach any of the other terms and conditions thereof, or if we become insolvent, cease to do business as a going concern, make an assignment for the benefit of creditors, or if a petition for a receiver or in bankruptcy is filed by or against us, or if any of our property is seized, attached or levied upon. Upon our default any or 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 and as otherwise granted to you under any Account or other agreement. 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 five (5) 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. All rights 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 or rule of law. This agreement may not be varied or altered nor its provisions waived except by your 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, this agreement is executed this________________day of____________________,_______. BOYD BROS. TRANSPORTATION INC. (Name of Proprietorship, Partnership or Corporation, as applicable) By:___________________________________________________ (Signature) Title:________________________________________________ (Owner, Partner or Officer, as applicable) Address: 3275 Highway 30, Clayton, AL 36016 COLLATERAL SCHEDULE NO. 004 THIS COLLATERAL SCHEDULE NO. 004 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 $1,579,675.00.
QUANTITY MANUFACTURER SERIAL NUMBER YEAR/MODEL AND TYPE OF EQUIPMENT - -------- ------------- ----------------- -------------------------------- 1 International 2HSCNASR04C078803 2004 9400i SBA 6x4 Tractor 1 International 2HSCNASR24C078804 2004 9400i SBA 6x4 Tractor 1 International 2HSCNASR44C078805 2004 9400i SBA 6x4 Tractor 1 International 2HSCNASR64C078806 2004 9400i SBA 6x4 Tractor 1 International 2HSCNASR84C078807 2004 9400i SBA 6x4 Tractor 1 International 2HSCNASRX4C078808 2004 9400i SBA 6x4 Tractor 1 International 2HSCNASR14C078809 2004 9400i SBA 6x4 Tractor 1 International 2HSCNASR84C078810 2004 9400i SBA 6x4 Tractor 1 International 2HSCNASRX4C078811 2004 9400i SBA 6x4 Tractor 1 International 2HSCNASR14C078812 2004 9400i SBA 6x4 Tractor 1 International 2HSCNASR34C078813 2004 9400i SBA 6x4 Tractor 1 International 2HSCNASR54C078814 2004 9400i SBA 6x4 Tractor 1 International 2HSCNASR74C078815 2004 9400i SBA 6x4 Tractor 1 International 2HSCNASR94C078816 2004 9400i SBA 6x4 Tractor 1 International 2HSCNASR04C078817 2004 9400i SBA 6x4 Tractor 1 International 2HSCNASR24C078818 2004 9400i SBA 6x4 Tractor 1 International 2HSCNASR44C078819 2004 9400i SBA 6x4 Tractor 1 International 2HSCNASR04C078820 2004 9400i SBA 6x4 Tractor 1 International 2HSCNASR24C078821 2004 9400i SBA 6x4 Tractor 1 International 2HSCNASR44C078822 2004 9400i SBA 6x4 Tractor 1 International 2HSCNASR64C078823 2004 9400i SBA 6x4 Tractor 1 International 2HSCNASR84C078824 2004 9400i SBA 6x4 Tractor 1 International 2HSCNASRX4C078825 2004 9400i SBA 6x4 Tractor 1 International 2HSCNASR14C078826 2004 9400i SBA 6x4 Tractor 1 International 2HSCNASR34C078827 2004 9400i SBA 6x4 Tractor
Equipment immediately listed above is located at: 825 W. Leffel Lane, Springfield, Clark County, OH 45506 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 Secrecy 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:________________________________ Name:_______________________________ Name:______________________________ Title:______________________________ Title:_____________________________ Date:_______________________________ Date:______________________________ Date July 29, 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: International Engine & Truck Corp. $1,579,675.00 This authorization and direction is given pursuant to the same authority authorizing the above-mentioned borrowing. Very truly yours, BOYD BROS. TRANSPORTATION INC. By:_____________________________ Name:___________________________ Title:__________________________ 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 extent 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:_________________________________ Name:_______________________________ Title:______________________________ Date:_______________________________ EX-10.4 6 g85678exv10w4.txt EX-10.4 DIRECT LOAN SECURITY AGREEMENT EXHIBIT 10.4 PACCAR FINANCIAL 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 - ------------ ------------------ -------------- ~~Sep 11, 2003 72 $4,591.27 - ------------ ------------------ --------------~~
beginning September 11, 2003 and on the same day of each month thereafter (each a "Payment Date") until August 11, 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 $293,850.00, 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 August 11, 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 ------ ---------- ------------- $293,550.00 Fontaine Trailer Company P.O. Box 98710, Chicago, Illinois 60693 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'S INITIALS DEBTOR: Boyd Brothers Transportation, Inc. RB CONTRACT DATE: May 23, 2003 Page 1 of 5 PACCAR FINANCIAL 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 line 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'S INITIALS DEBTOR: Boyd Brothers Transportation, Inc. RB CONTRACT DATE: May 23, 2003 Page 2 of 5 PACCAR FINANCIAL 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'S INITIALS DEBTOR: Boyd Brothers Transportation, Inc. RB CONTRACT DATE: May 23, 2003 Page 3 of 5 PACCAR FINANCIAL DIRECT LOAN SECURITY AGREEMENT 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'S INITIALS DEBTOR: Boyd Brothers Transportation, Inc. RB CONTRACT DATE: May 23, 2003 Page 4 of 5 PACCAR FINANCIAL 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: May 23, 2003 DATE: May 23, 2003 TAX ID: 63-6006515 DEBTOR'S INITIALS DEBTOR: Boyd Brothers Transportation, Inc. RB CONTRACT DATE: May 23, 2003 Page 5 of 5 PACCAR DIRECT LOAN SECURITY AGREEMENT FINANCIAL 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 - ---- -------- ------- ---------------------- ------- 2004 Fontaine Flatbed 13N14830241519372 2004 Fontaine Flatbed 13N14830441519373 2004 Fontaine Flatbed 13N14830641519374 2004 Fontaine Flatbed 13N14830841519375 2004 Fontaine Flatbed 13N14830X41519376 2004 Fontaine Flatbed 13N14830141519377 2004 Fontaine Flatbed 13N14830141519380 2004 Fontaine Flatbed 13N14830341519381 2004 Fontaine Flatbed 13N14830741519383 2004 Fontaine Flatbed 13N14830941519384 2004 Fontaine Flatbed 13N14830041519385 2004 Fontaine Flatbed 13N14830441519387 2004 Fontaine Flatbed 13N14830641519388 2004 Fontaine Flatbed 13N14830841519389 2004 Fontaine Flatbed 13N14830841519392 2004 Fontaine Flatbed 13N14830X41519393 2004 Fontaine Flatbed 13N14830141519394 2004 Fontaine Flatbed 13N14830541519396 2004 Fontaine Flatbed 13N14830741519397 2004 Fontaine Flatbed 13N14830941519398 2004 Fontaine Flatbed 13N14830941519399 2004 Fontaine Flatbed 13N14830341519400 2004 Fontaine Flatbed 13N14830541519401 2004 Fontaine Flatbed 13N14830041519404 2004 Fontaine Flatbed 13N14830641519407 2004 Fontaine Flatbed 13N14830841519408 2004 Fontaine Flatbed 13N14830X41519409 2004 Fontaine Flatbed 13N14830841519411 2004 Fontaine Flatbed 13N14830X41519412 2004 Fontaine Flatbed 13N14830141519413
SECURED PARTY: DEBTOR: PACCAR FINANCIAL CORP. BOYD BROTHERS TRANSPORTATION, INC. BY:_________________________________ BY: /s/ Richard Bailey ------------------------------------ NAME:_______________________________ NAME: Richard Bailey TITLE:______________________________ TITLE: CFO DATE: May 23, 2003 DATE: May 23, 2003 TAX ID: 63-6006515 DEBTOR: Boyd Brothers Transportation, Inc. CONTRACT DATE: May 23, 2003 Page 1 of 1 PACCAR INSURANCE APPENDIX FINANCIAL 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: May 23, 2003 DATE: May 23, 2003 TAX ID: 63-6006515 DEBTOR: Boyd Brothers Transportation, Inc. CONTRACT DATE: May 23, 2003 PACCAR DIRECT LOAN FINANCIAL POWER OF ATTORNEY I, Richard Bailey hereby constitute and appoint_______________________ of PACCAR Financial Corp. as my attorney in fact to sign Applications for Title and/or assignments on reverse side of Certificates of Title and/or to execute all necessary written instruments covering the below described:
DESCRIPTION OF COLLATERAL - -------------------------------------------------------- YEAR MAKE MODEL VEHICLE IDENTIFICATION - ---- -------- ------- ---------------------- 2004 Fontaine Flatbed 13N14830241519372 2004 Fontaine Flatbed 13N14830441519373 2004 Fontaine Flatbed 13N14830641519374 2004 Fontaine Flatbed 13N14830841519375 2004 Fontaine Flatbed 13N14830X41519376 2004 Fontaine Flatbed 13N14830141519377 2004 Fontaine Flatbed 13N14830141519380 2004 Fontaine Flatbed 13N14830341519381 2004 Fontaine Flatbed 13N14830741519383 2004 Fontaine Flatbed 13N14830941519384 2004 Fontaine Flatbed 13N14830041519385 2004 Fontaine Flatbed 13N14830441519387 2004 Fontaine Flatbed 13N14830641519388 2004 Fontaine Flatbed 13N14830841519389 2004 Fontaine Flatbed 13N14830841519392 2004 Fontaine Flatbed 13N14830X41519393 2004 Fontaine Flatbed 13N14830141519394 2004 Fontaine Flatbed 13N14830541519396 2004 Fontaine Flatbed 13N14830741519397 2004 Fontaine Flatbed 13N14830941519398 2004 Fontaine Flatbed 13N14830941519399 2004 Fontaine Flatbed 13N14830341519400 2004 Fontaine Flatbed 13N14830541519401 2004 Fontaine Flatbed 13N14830041519404 2004 Fontaine Flatbed 13N14830641519407 2004 Fontaine Flatbed 13N14830841519408 2004 Fontaine Flatbed 13N14830X41519409 2004 Fontaine Flatbed 13N14830841519411 2004 Fontaine Flatbed 13N14830X41519412 2004 Fontaine Flatbed 13N14830141519413
and for said purpose to sign my name and do all things necessary. /s/ Richard Bailey 8-11-03 - ---------------------------- ----------------------- Appointer Date Subscribed and sworn to before me this 12 day of August 2003 in the State of Alabama. (Seal) /s/ Raynell Pelham - ---------------------------- Notary Public My commission expire 11-15-06 DEBTOR: Boyd Brothers Transportation, Inc. CONTRACT DATE: May 23, 2003 PACCAR DIRECT LOAN CROSS-DEFAULT FINANCIAL 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 to 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 EX-10.5 7 g85678exv10w5.txt EX-10.5 PROMISSORY NOTE EXHIBIT 10.5 PROMISSORY NOTE 8-26-03 ------- (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 THREE HUNDRED NINETY EIGHT THOUSAND TWO HUNDRED FIVE AND 00/100 DOLLARS ($398,205.00), 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 M installments as follows:
Periodic Installment Amount - ----------- ------ ~~1 thru 71 $6,148.68~~
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_______________________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, its entire indebtedness hereunder upon payment of the entire indebtedness plus an additional sum as a premium equal to the following percentages of the original 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 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 (Address) Federal Tax ID #: 636006515 Address: 3275 Highway 30, Clayton, Harbour County, AL 36016 COLLATERAL SCHEDULE NO. 005 THIS COLLATERAL SCHEDULE NO. 005 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 8-26-03 in the original principal amount of $398,205.00.
QUANTITY MANUFACTURER SERIAL NUMBER YEAR/MODEL AND TYPE OF EQUIPMENT - -------- ------------ ------------- -------------------------------- 1 Fontaine Trailer Company 13N14830341519414 2004 IFTW-6-8048WSAWK Platform Trailer 1 Fontaine Trailer Company 13N14830541519415 2004 IFTW-6-8048WSAWK Platform Trailer 1 Fontaine Trailer Company 13N14830741519416 2004 IFTW-6-8048WSAWK Platform Trailer 1 Fontaine Trailer Company 13N14830941519417 2004 IFTW-6-8048WSAWK Platform Trailer 1 Fontaine Trailer Company 13N14830041519418 2004 IFTW-6-8048WSAWK Platform Trailer 1 Fontaine Trailer Company 13N14830241519419 2004 IFTW-6-8048WSAWK Platform Trailer 1 Fontaine Trailer Company 13N14830941519420 2004 IFTW-6-8048WSAWK Platform Trailer 1 Fontaine Trailer Company 13N14830041519421 2004 IFTW-6-8048WSAWK Platform Trailer 1 Fontaine Trailer Company 13N14830241519422 2004 IFTW-6-8048WSAWK Platform Trailer 1 Fontaine Trailer Company 13N14830441519423 2004 IFTW-6-8048WSAWK Platform Trailer 1 Fontaine Trailer Company 13N14830641519424 2004 IFTW-6-8048WSAWK Platform Trailer 1 Fontaine Trailer Company 13N148308415I9425 2004 IFTW-6-8048WSAWK Platform Trailer 1 Fontaine Trailer Company 13N14830X41519426 2004 IFTW-6-8048WSAWK Platform Trailer 1 Fontaine Trailer Company 13N14830141519427 2004 IFTW-6-8048WSAWK Platform Trailer 1 Fontaine Trailer Company 13N14830341519428 2004 IFTW-6-8048WSAWK Platform Trailer 1 Fontaine Trailer Company 13N14830541519429 2004 IFTW-6-8048WSAWK Platform Trailer 1 Fontaine Trailer Company 13N14830141519430 2004 IFTW-6-8048WSAWK Platform Trailer 1 Fontaine Trailer Company 13N14830341519431 2004 IFTW-6-8048WSAWK Platform Trailer 1 Fontaine Trailer Company 13N14830541519432 2004 IFTW-6-8048WSAWK Platform Trailer 1 Fontaine Trailer Company 13N14830741519433 2004 IFTW-6-8048WSAWK Platform Trailer 1 Fontaine Trailer Company 13N14830941519434 2004 IFTW-6-8048WSAWK Platform Trailer 1 Fontaine Trailer Company 13N14830041519435 2004 IFTW-6-8048WSAWK Platform Trailer 1 Fontaine Trailer Company 13N14830241519436 2004 IFTW-6-8048WSAWK Platform Trailer 1 Fontaine Trailer Company 13N14830441519437 2004 IFTW-6-8048WSAWK Platform Trailer 1 Fontaine Trailer Company 13N14830641519438 2004 IFTW-6-8048WSAWK Platform Trailer 1 Fontaine Trailer Company 13N14830841519439 2004 IFTW-6-8048WSAWK Platform Trailer 1 Fontaine Trailer Company 13N14830441519440 2004 IFTW-6-8048WSAWK Platform Trailer 1 Fontaine Trailer Company 13N14830641519441 2004 IFTW-6-8048WSAWK Platform Trailer 1 Fontaine Trailer Company 13N14830841519442 2004 IFTW-6-8048WSAWK Platform Trailer 1 Fontaine Trailer Company 13N14830X41519443 2004 IFTW-6-8048WSAWK Platform Trailer 1 Fontaine Trailer Company 13N14830141519444 2004 IFTW-6-8048WSAWK Platform Trailer 1 Fontaine Trailer Company 13N14830341519445 2004 IFTW-6-8048WSAWK Platform Trailer 1 Fontaine Trailer Company 13N14830541519446 2004 IFTW-6-8048WSAWK Platform Trailer 1 Fontaine Trailer Company 13N14830741519447 2004 IFTW-6-8048WSAWK Platform Trailer 1 Fontaine Trailer Company 13N14830941519448 2004 IFTW-6-8048WSAWK Platform Trailer 1 Fontaine Trailer Company 13N14830041519449 2004 IFTW-6-8048WSAWK Platform Trailer 1 Fontaine Trailer Company 13N14830741519450 2004 IFTW-6-8048WSAWK Platform Trailer 1 Fontaine Trailer Company 13N14830941519451 2004 IFTW-6-8048WSAWK Platform Trailer 1 Fontaine Trailer Company 13N14830041519452 2004 IFTW-6-8048WSAWK Platform Trailer 1 Fontaine Trailer Company 13N14830241519453 2004 IFTW-6-8048WSAWK Platform Trailer 1 Fontaine Trailer Company 13N14830441519454 2004 IFTW-6-8048WSAWK Platform Trailer 1 Fontaine Trailer Company 13N14830641519455 2004 IFTW-6-8048WSAWK Platform Trailer 1 Fontaine Trailer Company 13N14830841519456 2004 IFTW-6-8048WSAWK Platform Trailer 1 Fontaine Trailer Company 13N14830X41519457 2004 IFTW-6-8048WSAWK Platform Trailer 1 Fontaine Trailer Company 13N14830141519458 2004 IFTW-6-8048WSAWK Platform Trailer
Equipment immediately listed above is located at: 2718 Campbell Blvd., Ellenwood, Henry County, GA 30294 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 l(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 Secrecy 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: 8-26-03 ANNEX A TO COLLATERAL SCHEDULE NO. 005 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 Master 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 8-26-03 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 Trailer Company 13N14830341519414 IFTW-6-8048WSAWK Platform Trailer 1 Fontaine Trailer Company 13N14830541519415 IFTW-6-8048WSAWK Platform Trailer 1 Fontaine Trailer Company 13N14830741519416 IFTW-6-8048WSAWK Platform Trailer 1 Fontaine Trailer Company 13N14830941519417 IFTW-6-8048WSAWK Platform Trailer 1 Fontaine Trailer Company 13N14830041519418 IFTW-6-8048WSAWK Platform Trailer 1 Fontaine Trailer Company 13N14830241519419 IFTW-6-8048WSAWK Platform Trailer 1 Fontaine Trailer Company 13N14830941519420 IFTW-6-8048WSAWK Platform Trailer 1 Fontaine Trailer Company 13N14830041519421 IFTW-6-8048WSAWK Platform Trailer 1 Fontaine Trailer Company 13N14830241519422 IFTW-6-8048WSAWK Platform Trailer 1 Fontaine Trailer Company 13N14830441519423 IFTW-6-8048WSAWK Platform Trailer 1 Fontaine Trailer Company 13N14830641519424 IFTW-6-8048WSAWK Platform Trailer 1 Fontaine Trailer Company 13N148308415I9425 IFTW-6-8048WSAWK Platform Trailer 1 Fontaine Trailer Company 13N14830X41519426 IFTW-6-8048WSAWK Platform Trailer 1 Fontaine Trailer Company 13N14830141519427 IFTW-6-8048WSAWK Platform Trailer 1 Fontaine Trailer Company 13N14830341519428 IFTW-6-8048WSAWK Platform Trailer 1 Fontaine Trailer Company 13N14830541519429 IFTW-6-8048WSAWK Platform Trailer 1 Fontaine Trailer Company 13N14830141519430 IFTW-6-8048WSAWK Platform Trailer 1 Fontaine Trailer Company 13N14830341519431 IFTW-6-8048WSAWK Platform Trailer 1 Fontaine Trailer Company 13N14830541519432 IFTW-6-8048WSAWK Platform Trailer 1 Fontaine Trailer Company 13N14830741519433 IFTW-6-8048WSAWK Platform Trailer 1 Fontaine Trailer Company 13N14830941519434 IFTW-6-8048WSAWK Platform Trailer 1 Fontaine Trailer Company 13N14830041519435 IFTW-6-8048WSAWK Platform Trailer 1 Fontaine Trailer Company 13N14830241519436 IFTW-6-8048WSAWK Platform Trailer 1 Fontaine Trailer Company 13N14830441519437 IFTW-6-8048WSAWK Platform Trailer 1 Fontaine Trailer Company 13N14830641519438 IFTW-6-8048WSAWK Platform Trailer 1 Fontaine Trailer Company 13N14830841519439 IFTW-6-8048WSAWK Platform Trailer 1 Fontaine Trailer Company 13N14830441519440 IFTW-6-8048WSAWK Platform Trailer 1 Fontaine Trailer Company 13N14830641519441 IFTW-6-8048WSAWK Platform Trailer 1 Fontaine Trailer Company 13N14830841519442 IFTW-6-8048WSAWK Platform Trailer 1 Fontaine Trailer Company 13N14830X41519443 IFTW-6-8048WSAWK Platform Trailer 1 Fontaine Trailer Company 13N14830141519444 IFTW-6-8048WSAWK Platform Trailer 1 Fontaine Trailer Company 13N14830341519445 IFTW-6-8048WSAWK Platform Trailer 1 Fontaine Trailer Company 13N14830541519446 IFTW-6-8048WSAWK Platform Trailer 1 Fontaine Trailer Company 13N14830741519447 IFTW-6-8048WSAWK Platform Trailer 1 Fontaine Trailer Company 13N14830941519448 IFTW-6-8048WSAWK Platform Trailer 1 Fontaine Trailer Company 13N14830041519449 IFTW-6-8048WSAWK Platform Trailer 1 Fontaine Trailer Company 13N14830741519450 IFTW-6-8048WSAWK Platform Trailer 1 Fontaine Trailer Company 13N14830941519451 IFTW-6-8048WSAWK Platform Trailer 1 Fontaine Trailer Company 13N14830041519452 IFTW-6-8048WSAWK Platform Trailer 1 Fontaine Trailer Company 13N14830241519453 IFTW-6-8048WSAWK Platform Trailer 1 Fontaine Trailer Company 13N14830441519454 IFTW-6-8048WSAWK Platform Trailer 1 Fontaine Trailer Company 13N14830641519455 IFTW-6-8048WSAWK Platform Trailer 1 Fontaine Trailer Company 13N14830841519456 IFTW-6-8048WSAWK Platform Trailer 1 Fontaine Trailer Company 13N14830X41519457 IFTW-6-8048WSAWK Platform Trailer 1 Fontaine Trailer Company 13N14830141519458 IFTW-6-8048WSAWK Platform Trailer
Equipment immediately listed above is located at: 2718 Campbell Blvd., Ellenwood, Henry County, GA 30294 BOYD BROS. TRANSPORTATION INC. By: -s- Richard Bailey ------------------- Name: Richard Bailey Title: CFO Date: 8-26-03 Date August 13, 2003 General Electric Capital Corporation 1000 Windward Concourse Suite 403 Alpharetta, GA 30005 Gentlemen: You are hereby irrevocably authorised and directed to deliver and apply the proceeds of your loan to the undersigned evidenced by that Note dated 8-26-03 and secured by that Security Agreement or Chattel Mortgage dated May 21, 2002, as follows: Fontaine Trailer Company $398,205.00 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 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 extent 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: Richard Bailey Title: CFO Date:_________________ CROSS-COLLATERAL AND CROSS-DEFAULT AGREEMENT General Electric Capital Corporation 1000 Windward Concourse Suite 403 Alpharetta, GA 30005 Gentlemen: You (and/or your successors or assigns, "YOU") have entered into or purchased one or more conditional sale contracts, lease agreements, chattel mortgages, security agreements, notes and other choses in action (herein designated "ACCOUNTS") arising from the bona fide sale or lease to us, by various vendors or lessors, of equipment and inventory (herein designated "COLLATERAL") and/or you have made direct loans to or otherwise extended credit to us evidenced by Accounts creating security interests in 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 to purchase additional Accounts and/or to lease us additional equipment, and in consideration of you so doing, and for other good and valuable consideration, the receipt of which we hereby acknowledge, we agree as follows: All presently existing and hereafter acquired Collateral 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. We further agree that your security interest in the property covered by any Account now held or hereafter acquired by you shall not be terminated in whole or in part until and unless all indebtedness of every kind, due or to become due, owed by us to you is fully paid and satisfied and the terms of every Account have been fully performed by us. It is further agreed that you are to retain your security interest in all property covered by all Accounts held or acquired by you, as security for payment and performance under each such Account, notwithstanding the fact that one or more of such Accounts may become fully paid. This instrument is intended to create cross-default and cross-security between and among all the within described Accounts now owned or hereafter acquired by you. A default under any Account or agreement shall be deemed to be a default under all other Accounts and agreements. A default shall result if we fail to pay any sum when due on any Account or agreement, or if we breach any of the other terms and conditions thereof, or if we become insolvent, cease to do business as a going concern, make an assignment for the benefit of creditors, or if a petition for a receiver or in bankruptcy is filed by or against us, or if any of our property is seized, attached or levied upon. Upon our default any or 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 and as otherwise granted to you under any Account or other agreement. 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 five (5) 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. All rights 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 or rule of law. This agreement may not be varied or altered nor its provisions waived except by your 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, this agreement is executed this 26 day of August, 2003. BOYD BROS. TRANSPORTATION INC. ------------------------------ (Name of Proprietorship, Partnership or Corporation, as applicable) BY: /s/ Richard Bailey --------------------- (Signature) Title: CFO ----------------------------------------- (Owner, Partner or Officer, as applicable) Address: 3275 Highway 30, Clayton, AL 36016 EX-10.6 8 g85678exv10w6.txt EX-10.6 WAIVER AND CONSENT AGREEMENT EXHIBIT 10.6 November 12, 2003 Mr. Richard Bailey Chief Operating Officer Boyd Brothers Transportation, Inc. 3275 Highway 30 Clayton, AL 36016 RE: CREDIT AND SECURITY AGREEMENT BETWEEN COMPASS BANK ("BANK") AND BOYD BROTHERS TRANSPORTATION, INC. ("BORROWER") DATED APRIL 11, 2000 Dear Richard: As of September 30, 2003, Boyd Brothers Transportation, Inc. was in violation of Section 6.01 of the above referenced Credit and Security Agreement (as amended, the "Agreement"). The Borrower has requested and Bank has agreed to waive the defaults under this Agreement existing as of September 30, 2003 solely by virtue of the violations of Section 6.01 as outlined above. This one-time limited waiver is effective only in the specific instance and for the purpose for which given and nothing contained or provided herein shall be construed as granting a waiver of any default except as specifically set forth herein or as allowing Borrower to violate or fail to perform fully (i) Section 6.01 of Agreement after September 30, 2003 or (ii) any other provisions of the Loan Documents at any time. Sincerely, /s/ Steven M. McCarroll Steven M. McCarroll City President EX-31.1 9 g85678exv31w1.txt EX-31.1 SECTION 302 CEO CERTIFICATION 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 quarterly 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 quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly 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 quarterly report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(c) 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 quarterly 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 (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting to the registrant's auditors and the audit committee of 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: November 14, 2003 /s/ Gail B. Cooper ------------------------------------- Gail B. Cooper President and Chief Executive Officer 25 EX-31.2 10 g85678exv31w2.txt EX-31.2 SECTION 302 CFO CERTIFICATION 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 quarterly 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 quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly 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 quarterly report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(c) 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 quarterly 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 (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting to the registrant's auditors and the audit committee of 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: November 14, 2003 /s/ Richard C. Bailey ------------------------------------- Richard C. Bailey Chief Financial Officer 26 EX-32.1 11 g85678exv32w1.txt EX-32.1 SECTION 906 CEO CERTIFICATION 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 September 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 November 14, 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. 27 EX-32.2 12 g85678exv32w2.txt EX-32.2 SECTION 906 CFO CERTIFICATION 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 September 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 November 14, 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. 28 -----END PRIVACY-ENHANCED MESSAGE-----


(Mark One)
x		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

		For the quarterly period ended September 30, 2003

		OR

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


Common Stock, $.001 Par Value		2,711,393
(Class)		(Number of Shares)


	Boyd			Logistics			WTI			Total
Operating revenues	$	74,894,371		$	7,414,557		$	18,759,891		$	101,068,819
Operating expenses		74,489,837			7,027,811			18,227,158			99,744,806
Operating income		404,534			386,746			532,733			1,324,013
Operating ratio		99.5	%		94.8	%		97.2	%		98.7	%


	Boyd			Logistics			WTI			Total
Operating revenue	$	76,013,443		$	5,349,467		$	15,781,742		$	97,144,652
Operating expenses		74,099,253			5,009,162			15,218,801			94,327,216
Operating income		1,914,190			340,305			562,941			2,817,436
Operating ratio		97.5	%		93.6	%		96.4	%		97.1	%


	Boyd		Logistics			WTI		Total
Cash and cash equivalents	$	636,704	$	(279,057	)	$	359,607	$	717,254
Property and equipment, net		47,189,726		294,038			4,569,202		52,052,966
Long-term debt (including current maturities)		29,973,681		—			1,815,777		31,789,458

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


		CONSOLIDATED BALANCE SHEETS
		CONSOLIDATED STATEMENTS OF EARNINGS (UNAUDITED)
		CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
		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 SECURITY AGREEMENT
EX-10.2 COMMERCIAL LOAN AND SECURITY AGREEMENT
EX-10.3 PROMISSORY NOTE
EX-10.4 DIRECT LOAN SECURITY AGREEMENT
EX-10.5 PROMISSORY NOTE
EX-10.6 WAIVER AND CONSENT AGREEMENT
EX-31.1 SECTION 302 CEO CERTIFICATION
EX-31.2 SECTION 302 CFO CERTIFICATION
EX-32.1 SECTION 906 CEO CERTIFICATION
EX-32.2 SECTION 906 CFO CERTIFICATION


10.1		Security Agreement dated July 10, 2003 by and between the Company and PACCAR Financial.
10.2		Security Agreement dated July 11, 2003 by and between the Company and Navistar Financial Corp.
10.3		Promissory Note and Security Agreement dated July 29, 2003 by and between the Company and GE Capital.
10.4		Security Agreement dated August 11, 2003 by and between the Company and PACCAR Financial.
10.5		Security Agreement dated August 26, 2003 by and between the Company and PACCAR Financial.
10.6		Waiver and Consent Agreement by and between Boyd Brothers Transportation, Inc. and Compass Bank, dated November 12 , 2003.
31.1		Certification of principal executive officer pursuant to Exchange Act Rule 13a-14(a) or 15d-14(a).
31.2		Certification of principal financial officer pursuant to Exchange Act Rule 13a-14(a) or 15d-14(a).
32.1		Chief Executive Officer Certification pursuant to Exchange Act Rule 13a-14(b) or 15(d)-14(b) and 18 USC 1350.
32.2		Chief Financial Officer Certification pursuant to Exchange Act Rule 13a-14(b) or 15(d)-14(b) and 18 USC 1350.


		Boyd Bros. Transportation Inc. (Registrant)

Date: November 14, 2003		/s/ Richard C. Bailey

		Richard C. Bailey, Chief Financial Officer (Principal Accounting Officer)