<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
--------------------------
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of the Securities
Exchange Act of 1934
Date of Report (date of earliest event reported) January 13, 2000
-------------------------------
BESTWAY, INC.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
Delaware 0-8569 81-0332743
- --------------------------------------------------------------------------------
(State of other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification
Number
</TABLE>
7800 N. Stemmons, Suite 320, Dallas, Texas 75247
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code (214)630-6655
-------------
<PAGE> 2
ITEM 5. OTHER EVENTS
Pursuant to the Fifth Amendment to First Amended and Restated Revolving
Credit Loan Agreement, by and among the Company, Comerica Bank-Texas, the
Company's senior secured lender, and certain subsidiaries of the Company, on
December 28, 1999, the Company, among other things, increased the maximum amount
of revolving credit under such loan agreement from $9,000,000 to $17,500,000 and
extended the termination date of such agreement from November 30, 1999 to
February 28, 2002.
On December 23, 1999, the Company amended its subordinated note payable
to O'Donnell & Masur, L.P. dated August 18,1999. In the amendment, the Company
extended the maturity date from August 19, 2001 to February 28, 2002.
ITEM 7. EXHIBITS
(c) Exhibits
28.1 Fifth Amendment to First Amended and Restated
Revolving Credit Loan Agreement
Filed herewith as "Exhibit 28.1"
28.2 Sixth Amended and Restated Revolving Credit Note
Filed herewith as "Exhibit 28.2"
28.3 Extension Agreement dated December 23, 1999
Filed herewith as "Exhibit 28.3"
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
BESTWAY, INC.
By: /s/ Beth A. Durrett
-------------------------
Beth A. Durrett
Chief Financial Officer
Date: January 13, 2000
<PAGE> 4
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
No. Description
------- -----------
<S> <C>
28.1 Fifth Amendment to First Amended and Restated Revolving Credit Loan
Agreement Filed herewith as "Exhibit 28.1"
28.2 Sixth Amended and Restated Revolving Credit Note Filed herewith as
"Exhibit 28.2"
28.3 Extension Agreement dated December 23, 1999 Filed herewith as
"Exhibit 28.3"
</TABLE>
<PAGE> 1
EXHIBIT 28.1
FIFTH AMENDMENT TO FIRST AMENDED
AND RESTATED REVOLVING CREDIT LOAN AGREEMENT
THIS FIFTH AMENDMENT TO FIRST AMENDED AND RESTATED REVOLVING CREDIT LOAN
AGREEMENT (the "AMENDMENT"), dated as of December 28, 1999, is between the
Borrower (as defined below) and COMERICA BANK-TEXAS, a Texas banking association
("LENDER").
RECITALS:
Borrower and Lender have entered into that certain First Amended and
Restated Revolving Credit Loan Agreement dated as of August 19, 1993 (such
agreement as previously amended and/or extended and as may be hereafter amended
or otherwise modified from time to time, the "AGREEMENT").
Borrower and Lender desire to amend the Agreement as herein provided.
NOW, THEREFORE, in consideration of the premises herein contained and
other good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, the parties hereto agree as follows:
ARTICLE I
Definitions
Section 1 Definitions. Capitalized terms used in this Amendment, to the
extent not otherwise defined herein, shall have the same meanings as in the
Agreement, as amended hereby. As used herein and in the Agreement, effective as
of the date hereof, the term "BORROWER" shall mean, collectively, Bestway,
Inc., a Delaware corporation, Bestway Rental, Inc., a Tennessee corporation,
K.C. Resource Service Corporation, a Missouri corporation, and U.S.
Credit-Service Corporation, a Missouri corporation, each of which are jointly
and severally liable under all documents executed by them for the benefit of
Lender.
ARTICLE II
Amendments
Section 1 Amendment to Section 1.1. Effective as of the date hereof,
certain definitions contained in Section 1.1 of the Agreement are hereby
amended as follows:
FOURTH AMENDMENT TO FIRST AMENDED AND
RESTATED REVOLVING CREDIT LOAN AGREEMENT - Page 1
<PAGE> 2
(a) The following definitions are hereby substituted for existing
definitions of the same identity, and such existing definitions are deleted in
their entirety:
"MAXIMUM REVOLVING CREDIT LOAN" shall mean $17,500,000.00.
"REVOLVING CREDIT NOTE" shall mean the Sixth Amended and Restated
Revolving Credit Note dated December 28, 1999, in the original principal
amount of $9,000,000, executed by the Borrower and payable to the order of
the Bank, as renewed, extended, increased and/or modified from time to
time.
"TERMINATION DATE" shall mean February 28, 2002.
(b) The following language is added as a new sentence to the definition
of "Borrowing Base" to become the last sentence therein:
Commencing the first day of the Borrower's year 2001 fiscal year and
continuing through the last day of such 2001 fiscal year, the number "four"
in part "(i)" of the preceding formula shall change to "four and three
fourths (4.75)". Commencing the first day of the Borrower's year 2002
fiscal year, and continuing at all times thereafter, the number shall
again revert to "four" in part "(i)" of such preceding formula.
(c) The following new definitions are added to Section 1.1:
"IDLE INVENTORY PERCENTAGE" shall mean that percentage resulting from
the division of (a) all Inventory which is at any time being serviced,
repaired, loaned out as a replacement for a defective product or which for
any reason is not being rented, by (b) total Inventory.
"INTEREST COVERAGE RATIO" shall mean a ratio of net income before
taxes (determined in accordance with GAAP) to interest expense (determined
in accordance with GAAP) for the twelve-month period immediately preceding
the month of determination.
Section 2 Amendment to Section 2 Generally. Effective as of the date
hereof, the reference in Section 2.1. of the Agreement to "$9,000,000" is
deleted and replaced with "$17,500,000". Additionally, any other reference in
Section 2 of the Agreement, generally, to a $9,000,000 limit for the face
amount of the Revolving Credit Note shall be deleted and $17,500,000 shall be
substituted therefor.
Section 3 Amendment to Section 2.2.4. Effective as of the date hereof,
Section 2.2.4 of the Agreement is amended so that all references therein to
"one and one-half percent (1.50%)" shall be deleted and substituted for such
wording shall be "three fourths of one percent (0.75%)."
FOURTH AMENDMENT TO FIRST AMENDED AND
RESTATED REVOLVING CREDIT LOAN AGREEMENT - Page 2
<PAGE> 3
Section 4 Amendment to Section 6.7. Effective as of the date hereof,
Section 6.7 is amended by restating such section in its entirety to read as
follows:
6.7 Maintain Effective Tangible Net Worth. Attain, as of each of the
following respective periods an Effective Tangible Net Worth of not less
than the following respective amounts:
<TABLE>
<CAPTION>
Period Required Minimum TNW
------ --------------------
<S> <C>
As of December 31, 1999 $ 8,500,000
From January 31, 2000 through March 31, 2000 $ 9,200,000
From April 30, 2000 through June 30, 2000 $ 9,500,000
From July 31, 2000 through September 30, 2000 $ 9,800,000
From October 31, 2000 through December 31, 2000 $ 10,000,000
From January 31, 2001 through March 31, 2001 $ 10,200,000
From April 30, 2001 through June 30, 2001 $ 10,300,000
From July 31, 2001 through September 30, 2001 $ 10,500,000
From October 31, 2001 through November 30, 2001 $ 11,000,000
As of and at all times after December 31, 2001 $ 11,800,000
</TABLE>
Section 5 Amendment to Section 6.8.
Effective as of the date hereof, parts "(a)" and "(b)" of Section
6.8 are restated in their entirety to read as follows in order to reflect new
maximum Debt Ratios:
<TABLE>
<CAPTION>
Period Maximum Debt Ratio
------ ------------------
<S> <C>
(a) As of December 31, 1999 and as of
the end of each calendar month
thereafter through July 31, 2000 1.50 to 1.0
(b) As of and at all times after August 31,
2000 2.0 to 1.0
</TABLE>
Section 6 Deletion of Section 6.9. Effective as of the date hereof, the
existing text of Section 6.9 is deleted and is replaced by "This Section is
intentionally omitted."
Section 7 Addition of New Section 6.12. Effective as of the date hereof, a
new Section 6.12 is added to read as follows:
FOURTH AMENDMENT TO FIRST AMENDED AND
RESTATED REVOLVING CREDIT LOAN AGREEMENT - Page 3
<PAGE> 4
6.12 Interest Coverage. Maintain, as of the end of each calendar month
commencing with December 31, 1999, an Interest Coverage Ratio of not less
than 1.20 to 1.0.
Section 8 Addition of New Section 6.13. Effective as of the date hereof, a
new Section 6.13 is added to read as follows:
6.13 Idle Inventory Coverage. Maintain, at all times an Idle Inventory
Percentage of not more than 35%.
Section 9 Addition of New Section 7.17. Effective as of the date hereof the
following new Section 7.17 is added to the Agreement:
7.17 Capital Expenditures. Make any capital expenditures (as
determined in accordance with GAAP) which would exceed the following limits
during the following periods:
<TABLE>
<CAPTION>
Period Maximum Total Capital Expenditures
------ ----------------------------------
<S> <C>
From December 28, 1999 through July 31, 2000 $3,500,000
From August 1, 2000 through July 31, 2001 $5,250,000
At any time after August 1, 2001 $1,500,000
</TABLE>
ARTICLE III
Conditions Precedent
The effectiveness of this Amendment is subject to the condition that Lender
shall have received as of the date hereof, in form and substance satisfactory to
Lender, (a) the modified Revolving Credit Note in the form attached hereto as
Exhibit A, (b) resolutions of the Board of Directors of the Borrower certified
by its Secretary or an Assistant Secretary which authorize the execution,
delivery, and performance by the Borrower of this Amendment, and (c) written
ratification of all existing subordination agreement from O'Donnell & Masur,
L.P.
ARTICLE IV
No Waiver
Nothing contained in this Amendment shall be construed as a waiver by
Lender of any covenant or provision of the Agreement, all other loan and
collateral documents executed in connection with the Agreement, this Amendment,
or of any other contract or instrument between
FOURTH AMENDMENT TO FIRST AMENDED AND
RESTATED REVOLVING CREDIT LOAN AGREEMENT - Page 4
<PAGE> 5
Borrower and Lender, and the failure of Lender at any time or times hereafter
to require strict performance by Borrower of any provision thereof shall not
waive, affect or diminish any right of Lender to thereafter demand strict
compliance therewith. Lender hereby reserves all rights granted under the
Agreement, all other loan and collateral documents executed in connection with
the Agreement, this Amendment and any other contract or instrument between
Borrower and Lender.
ARTICLE V
Ratifications and Other Agreements
Section 1 Ratifications. The terms and provisions set forth in this
Amendment shall modify and supersede all inconsistent terms and provisions set
forth in the Agreement and except as expressly modified and superseded by this
Amendment, the terms and provisions of the Agreement, the Note, and all other
loan and collateral documents executed in connection with the Agreement are
hereby ratified and confirmed and shall continue in full force and effect.
Borrower and Lender agree that the Agreement as amended hereby and all other
documents executed in connection with the Agreement or this Amendment to which
Borrower is a party shall continue to be legal, valid, binding and enforceable
in accordance with their respective terms.
Section 2 Representatives and Warranties. Borrower hereby represents and
warrants to Lender that (a) the execution, delivery and performance of this
Amendment and any and all other documents executed and/or delivered in
connection herewith have been authorized by all requisite corporate action on
the part of Borrower and will no violate the articles of incorporation or
bylaws of Borrower or any agreement to which Borrower or any of its properties
is bound, (b) the representations and warranties contained in the Agreement, as
amended hereby, and any other documents executed in connection therewith or
herewith are true and correct on and as of the date hereof as though made on
and as of the date hereof, (c) except as described in Article IV, no Event of
Default has occurred and is continuing and no event or condition has occurred
that with the giving of notice or lapse of time or both would be an Event of
Default, and (d) Borrower is in full compliance with all covenants and
agreements contained in the Agreement as amended hereby. Since the date of the
Agreement, there have been no amendments to any of the respective articles of
incorporation or bylaws of the entities which collectively comprise the
Borrower.
ARTICLE VI
Miscellaneous
Section 1 Survival of Representations and Warranties. All representations
and warranties made in this Amendment or any other document executed in
connection herewith shall survive the execution and delivery of this Amendment,
and no investigation by Lender or any closing shall affect the representations
and warranties or the right of Lender to rely upon them.
FOURTH AMENDMENT TO FIRST AMENDED AND
RESTATED REVOLVING CREDIT LOAN AGREEMENT - Page 5
<PAGE> 6
Section 2 Reference to Agreement. The Agreement, and any and all other
agreements, documents, or instruments now or hereafter executed and delivered
pursuant to the terms hereof or pursuant to the terms of the Agreement as
amended hereby, are hereby amended so that any reference in such documents to
the Agreement shall mean a reference to the Agreement as amended hereby.
Section 3 Expenses of Lender. As provided in the Agreement, Borrower
agrees to pay on demand all reasonable costs and expenses incurred by Lender in
connection with the preparation, negotiation, and execution of this Amendment
and any other documents executed pursuant hereto and any and all amendments,
modifications, and supplements thereto, including without limitation the costs
and reasonable fees of Lender's legal counsel, and all costs and expenses
incurred by Lender in connection with the enforcement or preservation of any
rights under the Agreement, as amended hereby, or any other document executed
in connection therewith, including without limitation the costs and reasonable
fees of Lender's legal counsel.
Section 4 Severability. Any provision of this Amendment held by a court of
competent jurisdiction to be invalid or unenforceable shall not impair or
invalidate the remainder of this Amendment and the effect thereof shall be
confined to the provision so held to be invalid or unenforceable.
Section 5 Applicable Law. This Amendment and all other documents executed
pursuant hereto shall be deemed to have been made and to be performable in
Dallas, Dallas County, Texas and shall be governed by and construed in
accordance with the laws of the State of Texas.
Section 6 Successors and Assigns. This Amendment is binding upon and shall
inure to the benefit of Lender, Borrower, and their respective successors and
assigns, except Borrower may not assign or transfer any of its rights or
obligations hereunder without the prior written consent of Lender.
Section 7 Counterparts. This Amendment may be executed in one or more
counterparts, each of which when so executed shall be deemed to be an original,
but all of which when taken together shall constitute one and the same
instrument.
Section 8 Effect of Waiver. No consent or waiver, express or implied, by
Lender to or for any breach of or deviation from any covenant, condition or duty
by Borrower or any obligated party shall be deemed a consent or waiver to or of
any other breach of the same or any other covenant, condition or duty.
Section 9 Headings. The headings, captions, and arrangements used in this
Amendment are for convenience only and shall not affect the interpretation of
this Amendment.
Section 10 Non-Application of Chapter 346 of Texas Finance Code. The
provisions of Chapter 346 of the Texas Finance Code, as amended are
specifically declared by the parties not to
FOURTH AMENDMENT TO FIRST AMENDED AND
RESTATED REVOLVING CREDIT LOAN AGREEMENT - Page 6
<PAGE> 7
be applicable to this Amendment or any of the other loan and collateral
documents executed in connection with the Agreement or the transactions
contemplated hereby.
Section 11 ENTIRE AGREEMENT. THE AGREEMENT, THIS AMENDMENT AND ALL OTHER
INSTRUMENTS, DOCUMENTS AND AGREEMENTS EXECUTED AND DELIVERED IN CONNECTION WITH
THE AGREEMENT OR THIS AMENDMENT REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES
AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT
ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO ORAL AGREEMENTS AMONG THE PARTIES.
Executed as of the date first written above.
BORROWER:
BESTWAY, INC.
By:
--------------------------------------
Beth A. Durrett
Senior Vice President - Finance
BESTWAY RENTAL, INC.
By:
--------------------------------------
Beth A. Durrett
Senior Vice President - Finance
K.C. RESOURCE SERVICE CORPORATION
By:
--------------------------------------
Beth A. Durrett
Senior Vice President - Finance
FOURTH AMENDMENT TO FIRST AMENDED AND
RESTATED REVOLVING CREDIT LOAN AGREEMENT - Page 7
<PAGE> 8
U.S. CREDIT-SERVICE CORPORATION
By:
--------------------------------------
Beth A. Durrett
Senior Vice President - Finance
LENDER:
COMERICA BANK-TEXAS
By:
--------------------------------------
Name:
------------------------------------
Title:
-----------------------------------
The undersigned hereby (i) consents and agrees to this Amendment and (ii)
confirms and agrees that any subordination agreement previously executed
respectively by the undersigned for the benefit of Lender is in full force and
effect and is the legal, valid and binding obligation of the undersigned and is,
enforceable in accordance with its terms.
SUBORDINATING PARTY:
O'DONNELL & MASUR, L.P.
By: O'Donnell & Masur, a general partnership
By:
----------------------------------------
Name:
--------------------------------------
Title:
-------------------------------------
FOURTH AMENDMENT TO FIRST AMENDED AND
RESTATED REVOLVING CREDIT LOAN AGREEMENT - Page 8
<PAGE> 1
EXHIBIT 28.2
SIXTH AMENDED AND RESTATED
REVOLVING CREDIT NOTE
Dallas, Texas
$17,500,000.00 December 28, 1999
FOR VALUE RECEIVED, BESTWAY, INC., a Delaware corporation, BESTWAY RENTAL,
INC., a Tennessee corporation, K.C. RESOURCE SERVICE CORPORATION, a Missouri
corporation, and U.S. CREDIT-SERVICE CORPORATION, a Missouri corporation (each
individually a "MAKER" and jointly and severally, the "MAKERS"), jointly and
severally promise to pay to the order of COMERICA BANK-TEXAS (the "BANK") at
1601 Elm Street, Dallas, Texas 75201, on February 28, 2002 (unless sooner due
under the terms of the Loan Agreement, as that term is defined below) the
principal sum of Seventeen Million Five Hundred Thousand and No/100 Dollars
($17,500,000.00) or, if less, the aggregate unpaid principal sum shown on the
schedule(s) which, at the sole option of the Bank, may be attached hereto and
made a part hereof.
The unpaid principal amount of this Note shall bear interest and be payable
as provided in that certain First Amended and Restated Revolving Credit
Agreement, dated August 19, 1993, between the Makers and the Bank (as the same
has been and may be amended, restated, renewed, extended or modified from time
to time, the "LOAN AGREEMENT"), and this Note is the Revolving Credit Note
referred to in the Loan Agreement. Interest shall be payable to the extent
accrued on the first day of each calendar month, beginning January 1, 2000,
until maturity (whether by acceleration or otherwise) and, from and after such
maturity, on demand.
This Note is secured by the Collateral described in the Loan Agreement,
which Loan Agreement, as it may be amended from time to time, is by this
reference incorporated herein and made a part hereof. Reference is hereby made
to the Loan Agreement for a statement of its terms and conditions, including
those conditions under which this Note may be paid prior to its due date or its
due date accelerated. Unless otherwise defined herein, capitalized terms herein
shall have the meanings given such terms in the Loan Agreement.
If an Event of Default occurs and is not cured within the time, if any,
provided for by the Loan Agreement and is continuing, the Bank may exercise any
one or more of the rights (including the right to accelerate this Note and any
other Indebtedness under the Loan Agreement, and remedies granted by the Loan
Agreement, or given to a secured party under applicable law.
The Bank is hereby granted a security interest in all property of each
Maker at any time in the possession of the Bank and in all balances of deposit
accounts of each Maker from time to time with the Bank. If an Event of Default
occurs and is not cured within the time, if any, provided for by the Loan
Agreement, then the Bank, upon the occurrence and continuance of any such Event
of Default, or after the expiration of any time provided for cure, may at its
option and without prior notice to the Makers declare the principal of and
interest on this Note to be immediately due and payable and may set off against
the principal of and interest on this Note (i) any amount owing by
<PAGE> 2
the Bank to either Maker, (ii) any property of either Maker in the possession of
the Bank, and (iii) any amount in any deposit account of either Maker with the
Bank.
No agreements, conditions, provisions or stipulations contained in this
Note or in any other agreement between the Makers and the Bank, or the
occurrence of an Event of Default, or the exercise by the Bank of the right to
accelerate the payment of the Maturity of principal and interest, or to exercise
any option whatsoever contained in this Note or any other agreement between the
Makers and the Bank, or the arising of any contingency whatsoever, shall entitle
the Bank to collect, in any event, interest exceeding the maximum rate of
nonusurious interest allowed from time to time by applicable state or federal
laws as now or as may hereinafter be in effect (the "MAXIMUM LEGAL RATE") and
in no event shall the Makers be obligated to pay interest exceeding such Maximum
Legal Rate, and all agreements, conditions or stipulations, if any, which may in
any event or contingency whatsoever operate to bind, obligate or compel the
Makers to pay a rate of interest exceeding the Maximum Legal Rate shall be
without binding force or effect, at law or in equity, to the extent only of the
excess of interest over such Maximum Legal Rate. In the event any interest is
charged in excess of the Maximum Legal Rate (the "EXCESS"), the Makers
acknowledge and stipulate that any such charge shall be the result of an
accidental and bona fide error, and such Excess shall be, first, applied to
reduce the principal of any obligations due, and, second, returned to the
Makers, it being, the intention of the parties hereto not to enter at any time
into an usurious or otherwise illegal relationship. The parties hereto recognize
that with fluctuations in the prime commercial interest rate from time to time
announced by the Bank such an unintentional result could inadvertently occur. By
the execution of this Note, the Makers covenant that (a) the credit or return of
any Excess shall constitute the acceptance by the Makers of such Excess, and (b)
the Makers shall not seek or pursue any other remedy, legal or equitable,
against the Bank based, in whole or in part, upon the charging or receiving of
any interest in excess of the Maximum Legal Rate. For the purpose of determining
whether or not any Excess has been contracted for, charged or received by the
Bank, all interest at any time contracted for, charged or received by the Bank
in connection with the Makers' obligations shall be amortized, prorated,
allocated and spread in equal or unequal parts during the entire term of this
Note. If at any time the rate of interest payable hereunder shall be computed on
the basis of the Maximum Legal Rate, any subsequent reduction in the Contract
Rate shall not reduce such interest thereafter payable hereunder below the
amount computed on the basis of the Maximum Legal Rate until the aggregate
amount of such interest accrued and payable under this Note equals the total
amount of interest which would have accrued if such interest had been at all
times computed solely on the basis of the Contract Rate.
Unless preempted by federal law, the rate of interest from time to time in
effect hereunder shall not exceed the applicable weekly ceiling from time to
time in effect under Chapter 303 of the Texas Finance Code, as amended.
The provisions of this Note governing interest shall be deemed to be
incorporated into every document or communication relating to the obligations
which sets forth or prescribes any account, right or claims or alleged account,
right or claim of the Bank with respect to the Makers (or any other obligor in
respect of the obligations), whether or not any provisions of this Note is
referred to therein. All such documents and communications and all figures set
forth therein shall, for the sole purpose of computing the extent of the
obligations asserted by the Bank thereunder, be automatically
-2-
<PAGE> 3
recomputed by the Makers or any other obligor, and by any court considering the
same, to give effect to the adjustments or credits required by this Note.
If the applicable state or federal law is amended in the future to allow a
greater rate of interest to be charged under this Note than is presently allowed
by applicable state or federal law, then the limitation of interest hereunder
shall be increased to the maximum rate of interest allowed by applicable state
or federal law, as amended, which increase shall be effective hereunder on the
effective date of such amendment, and all interest charges owing to the Bank by
reason thereof shall be payable upon demand.
The provisions of Chapter 346 of the Texas Finance Code, as amended, are
specifically declared by the parties hereto not to be applicable to this Note or
any of the other agreements executed in connection herewith or therewith or to
the transactions contemplated hereby or thereby.
The Makers and all guarantors and endorsers (i) waive presentment, demand,
protest and notice of dishonor, (ii) agree that no extension or indulgence to
the Makers or release or nonenforcement of any security, whether with or without
notice, shall affect the obligations of any guarantor or endorser, and (iii)
agree to reimburse the holder of this Note for any and all costs and expenses
(including, but not limited to, reasonable attorney fees) incurred in collecting
or attempting to collect any and all principal of and interest on this Note.
This Note is given in renewal, extension, and increase (but not as a
novation) of that certain Sixth Amended and Restated Revolving Credit Note dated
on or about November 18, 1999, in the original principal amount of $9,000,000,
executed by Makers and payable to the order of the Bank, and this Note is
entitled to all benefits of all Collateral securing such prior note.
IN WITNESS WHEREOF, the Makers have executed this Note the 28th day of
December, 1999.
BESTWAY, INC.
By: /s/ BETH A. DURRETT
--------------------------------------
Beth A. Durrett
Senior Vice President - Finance
BESTWAY RENTAL, INC.
By: /s/ BETH A. DURRETT
--------------------------------------
Beth A. Durrett
Senior Vice President - Finance
-3-
<PAGE> 4
K.C. RESOURCE SERVICE CORPORATION
By: /s/ BETH A. DURRETT
--------------------------------------
Beth A. Durrett
Senior Vice President - Finance
U.S. CREDIT-SERVICE CORPORATION
By: /s/ BETH A. DURRETT
--------------------------------------
Beth A. Durrett
Senior Vice President - Finance
-4-
<PAGE> 1
EXHIBIT 28.3
EXTENSION AGREEMENT
December 23, 1999
Reference is made to that certain First Amendment and Restated Promissory
Note dated August 19, 1999 (the "Note") between O'Donnell & Masur, L.P. (the
"Payee") and Bestway, Inc. (the "Maker"). All capitalized terms used in this
agreement shall have the meanings given such terms in the Note, unless
otherwise defined herein.
Pursuant to the Note, the current maturity is August 19, 2001. The Payee
and the Maker desire to extend the Note maturity until February 28, 2002.
Therefore, in consideration of the mutual reliance on the parties hereto, the
Payee and the Maker agree that (1) the maturity of the Note is extended to
February 28, 2002, unless sooner accelerated pursuant to the provisions of the
Note and that (2) all terms and provisions of the Note shall remain in full
force and effect and shall govern the rights and obligations of the Payee and
the Maker.
EXECUTED as December 23, 1999.
O'DONNELL & MASUR, L.P.
By: /s/ JAMES A. O'DONNELL
----------------------
James A. O'Donnell
Partner
BESTWAY, INC.
By: /s/ BETH A. DURRETT
----------------------
Beth A. Durrett
Chief Financial Officer
2
