November 16, 2000
HAND DELIVERY
OTR Express, Inc.
804 North Meadowbrook Drive
Olathe, KS 66063
Attention: William P. Ward, President
RE: LOAN AND SECURITY AGREEMENT DATED JUNE 11, 1997 (AS AMENDED,
THE "LOAN AGREEMENT") BY AND BETWEEN OTR EXPRESS, INC. (THE
"DEBTOR") AND HSBC BUSINESS LOANS, INC. (NOW KNOWN AS HSBC
BUSINESS CREDIT (USA) INC.) (THE "LENDER")
Dear Mr. Ward:
As you know, the following Events of Default have occurred and are
continuing under the Loan Agreement and the other Transaction Documents:
1) Debtor's Tangible Net Worth determined as of September 30, 2000 was
$5,842,000.00, which is less than the minimum Tangible Net Worth
requirement of $6,600,000.00 for such date contained in Item 30(a) of
the Schedule to the Loan Agreement; and
2) Debtor's Leverage Ratio determined as of September 30, 2000 was 8.29 to
1, which is greater than the maximum Leverage Ratio requirement of 7.5
to 1 for such date contained in Item 30(b) of the Schedule to the Loan
Agreement.
Lender hereby waives enforcement of its rights against Debtor arising
from these Events of Default to the extent, and only to the extent, that these
specific Events of Default occurred or existed under the Loan Agreement or the
Transaction Documents on or as of September 30, 2000. This waiver shall be
effective only for the specific Events of Default listed herein and only
through or as of the date specified above, and in no event shall this waiver
be deemed to be a waiver of (a) enforcement of Lender's rights with respect to
any other Events of Default now existing or hereafter arising, or (b) Debtor's
compliance with (i) the covenants or other provisions of the Transaction
Documents referenced above from and after the date specified above or (ii) any
other covenants or provisions thereof.
Nothing contained in this letter nor any communications between Lender
and Debtor shall be a waiver of any rights or remedies Lender has or may have
against Debtor, except as specifically provided herein. Lender hereby
reserves and preserves all of its rights and remedies against Debtor under the
Loan Agreement, the Transaction Documents, and applicable law. Capitalized
terms used and not otherwise defined herein shall have the meanings assigned
thereto under the Loan Agreement.
Very truly yours,
HSBC BUSINESS CREDIT (USA) INC.
(formerly known as HSBC Business Loans, Inc.)
By:/s/ William C. Dippel
William C. Dippel, Senior Vice President
