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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported): October 22, 1999
METROTRANS CORPORATION
(Exact Name of Registrant as Specified in Charter)
Georgia 0-23808 58-1393777
(State or Other Jurisdiction (Commission File No.) (IRS Employer
of Incorporation) Identification No.)
777 Greenbelt Parkway, Griffin, Georgia 30223
(Address of Principal Executive Offices) (Zip Code)
(770) 229-5995
(Registrant's telephone number, including area code)
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Item 5. Other Events
See the press release attached hereto as Exhibit 99 announcing the
execution of a forbearance agreement (the "Agreement") with Bank of America,
N.A., successor to NationsBank, N.A. (the "Lender"), under which the Lender
has agreed to forbear until December 31, 1999 from exercising its rights and
remedies with respect to the Registrant's defaults of certain financial
covenants under the Registrant's amended secured revolving credit facility
with the Lender.
A copy of the Agreement is filed as Exhibit 10 to this Report and is
incorporated herein by reference. The foregoing is not a complete description
of the terms of the Agreement and is subject to and qualified in its entirety
by reference to the Agreement.
Item 7. Financial Statements and Exhibits
(c) Exhibits.
ExhibitNumber Description
- ------ -----------
10 Forbearance Agreement dated October 22, 1999, between the
Registrant and Bank of America, N.A., successor to
NationsBank, N.A.
99 Press Release, issued October 25, 1999
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SIGNATURE
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.
METROTRANS CORPORATION
(Registrant)
/s/ John G. Wallace
John G. Wallace
President and Chief Executive Officer
Date: October 25, 1999
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EXHIBIT INDEX
Exhibit
Number Description
- ------ ------------
10 Forbearance Agreement dated October 22, 1999, between the
Registrant and Bank of America, N.A., successor to
NationsBank, N.A.
99 Form of Press Release, dated October 25, 1999
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FORBEARANCE AGREEMENT
THIS FORBEARANCE AGREEMENT ("Agreement") is made as of the 21st day of
October, 1999, effective as of October 15, 1999 (the "Effective Date") among
METROTRANS CORPORATION, a Georgia corporation, ("Borrower"), BUS PRO, INC., a
Georgia corporation, ("Guarantor") and BANK OF AMERICA, N.A., successor to
NationsBank, N.A. ("Lender").
R E C I T A L S:
A. Borrower is indebted to Bank (the "Loan") as evidenced by that
certain Amended and Restated Note (the "Note"), dated as of April 12, 1999,
in the original principal amount of $23,000,000.00 and made payable to Bank
and that certain Loan Agreement Between Metrotrans Corporation and
NationsBank, N.A., dated as of September 5, 1997, as amended (the "Loan
Agreement").
B. The Note is secured by, among other things, three Deeds to Secure
Debt and one Mortgage and Security Agreement executed by Borrower, related to
certain real property more particularly described therein (the "Property"),
recorded as follows:
(i) on April 14, 1999 in Book 3848, Page 013, public records of
Clayton County, Georgia ("Clayton Co. Deed to Secure Debt");
(ii) on April 16, 1999 in Book 1645, Page 259, public records of
Spalding County, Georgia ("Spalding Co. Deed to Secure Debt");
(iii) on April 15, 1999 in Book 3266, Page 322, public records of
Henry County, Georgia ("Henry Co. Deed to Secure Debt");
(iv) on April 15, 1999 in Book 5728, Page 3282, public records of
Orange County, Florida ("Orange Co. Mortgage")
(collectively, the "Mortgages").
C. The Note is further secured by those certain Security Agreements
dated April 12, 1999, executed by Borrower and Guarantor, covering certain
property more particularly described therein ("Security Agreements").
D. The Note is further secured by that certain Stock Pledge
Agreement ("Stock Pledge") executed by Borrower pledging to Bank certain
shares ("Pledged Securities") of capital stock described more fully therein.
E. The Note is further secured by those certain UCC-1 Financing
Statements executed by Borrower and recorded as follows:
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(i) In the Superior Court, Spalding County, Georgia, on April 13,
1999, file no. 126-1999-778;
(ii) Secretary of State for the State of Illinois on April 13,
1999, file no. 4019583;
(iii) Ohio Secretary of State on April 13, 1999, file no.
APO133614;
(iv) Hamilton County, Ohio on May 3, 1999, file no. 99-88091;
(v) Texas Secretary of State on April 13, 1999, file no. 99-
073700;
(vi) Secretary of State for California on April 13, 1999 file no.
9911160423;
(vii) Secretary of State for Colorado on April 13, 1999 file no.
19992020867;
(viii)Tennessee Secretary of State on April 13, 1999, file no. 991-
001553;
(ix) Department of Treasury, State of New Jersey on April 20,
1999, file no. 1900718;
(x) State of Maryland Dept. of Assessments and Taxation on April
13, 1999, file no. 1000007852000000;
(xi) Florida Secretary of State on April 13, 1999, file no.
990000080981;
F. The Note is further secured by those certain UCC-1 Financing
Statements executed by Guarantor and recorded as follows:
(i) In the Superior Court, Spalding County, Georgia, on April 13,
1999, file no. 126-1999-779;
(ii) Secretary of State for the State of Illinois on April 13,
1999, file no. 4019582;
(iii) Ohio Secretary of State on April 13, 1999, file no. PO133613;
(iv) Hamilton County, Ohio on May 3, 1999, file no. 99-88092;
(v) Texas Secretary of State on April 13, 1999, file no. 99-
073701;
(vi) Secretary of State for California on April 13, 1999 file no.
9911160426;
(vii) Secretary of State for Colorado on April 13, 1999 file no.
19992020868;
(viii) Tennessee Secretary of State on April 13, 1999, file no.
991-001554;
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(ix) Department of Treasury, State of New Jersey on April 20,
1999, file no. 1900720;
(x) State of Maryland Dept. of Assessments and Taxation on April
13, 1999, file no. 1000007851000000;
(xi) Florida Secretary of State on April 13, 1999, file no.
990000080982;
G. The Loan is guaranteed by Guarantor pursuant to that certain
Guaranty dated as of April 12, 1999 ("Guaranty").
H. The Note, the Loan Agreement, the Mortgages, the Security
Agreements and all other written documents executed in connection therewith,
together with any written renewals, modifications or extensions thereof are
collectively referred to hereinafter as the "Loan Documents." The Property
and all other Collateral now or hereafter granted, pledged, assigned or
otherwise conveyed by Borrower or any Subsidiary to Bank are collectively
referred to hereinafter as the "Collateral".
I. Borrower is in default under the Loan Documents. Borrower,
Guarantor and Bank have heretofore entered into those certain Forbearance
Agreements dated as of August 18, 1999, and September 30, 1999, pursuant to
which Bank agreed to forbear from exercising its rights and remedies under
the Loan Documents, subject to the terms and conditions set forth therein,
until October 15, 1999. Borrower and Guarantor have requested that Bank
continue to forbear from exercising its rights and remedies under the Loan
Documents for a period of time as specified herein in reliance upon the
covenants, representations, and warranties of Borrower and Guarantor herein
and for other consideration.
J. Any terms used herein as defined terms, as indicated by initial
capitalization thereof, and not otherwise defined shall have the meanings
ascribed to such terms in the Loan Agreement.
A G R E E M E N T:
For and in consideration of the mutual covenants herein, Ten Dollars
($10.00), and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Borrower and Bank agree as
follows:
1. Recitals. The foregoing recitals are confirmed by the parties as
true and correct and are incorporated herein by reference. The recitals are
a substantive, contractual part of this Agreement.
2. No Waiver. The execution, delivery and performance of this
Agreement by Bank and the acceptance by Bank of performance of Borrower and
Guarantor hereunder (a) shall not constitute a waiver or release by Bank of
any default that may now or hereafter exist under the Loan Documents, (b)
shall not constitute a novation of the Loan Documents as it is the intent of
the parties to modify the Loan Documents as expressly set out herein and (c)
except as expressly provided in this Agreement, shall be without prejudice
to, and is not a waiver or release of, Bank's rights at any time in the
future to exercise any and all rights conferred upon Bank by the Loan
documents or otherwise at law or in equity, including
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but not limited to the right to institute foreclosure
proceedings against the Property and/or institute collection or arbitration
proceedings against Borrower and/or Guarantor and/or to exercise any right
against any other person or entity not a party to this Agreement.
3. Forbearance. So long as this Agreement is not terminated earlier
as provided herein, Bank agrees not to foreclose or attempt to foreclose any
collateral securing the Note, institute suit or arbitration proceedings for
collection of the Note against Borrower, or exercise any other remedies
available to it under the Loan Documents or under applicable law from the
Effective Date until December 31, 1999 (the "Termination Date"). The period
of time from the Effective Date through the Termination Date shall be
referred to as the "Forbearance Period". If all defaults under the Note and
Loan Documents are not cured on or before the Termination Period or the
earlier termination of this Agreement, then Bank may seek to foreclose upon
any collateral for the Note and to exercise any other remedies to which Bank
may be entitled under the Loan Documents or applicable law to collect amounts
due under the Note or other Loan Documents. Borrower and Guarantor agree
that neither Borrower nor Guarantor will, during the Forbearance Period,
initiate any action of any kind against Bank with respect to the Note,
exercise any remedy available under the Loan Documents or otherwise, or make
any type of demand upon Bank with respect to the indebtedness evidenced by
the Note. Borrower warrants and represents that
Borrower has engaged Legacy Securities Corporation as an investment banker or
financial advisor for the express purpose of assisting Borrower in structuring
a proposal for refinancing or otherwise satisfying the
indebtedness secured by the Loan Documents and that Borrower's Board of
Directors has approved such engagement. As additional consideration for the
Bank's agreement to forbear, Borrower and Bank agree that in the event a
bankruptcy case under Chapter 11 of the Bankruptcy Code (11 U.S.C. 101 et
seq. ) is commenced by or against Borrower at any time after the execution of
this Agreement, Borrower agrees that notwithstanding the provisions of 11
U.S.C. 1121(b), Bank shall have the right to file a plan of reorganization
prior to the expiration of the 120 day period set forth in that section and
Borrower hereby expressly waives its exclusive rights under that section
solely as to Bank. Borrower agrees to consent to an Order modifying the
exclusive periods of 11 U.S.C. 1121 to effectuate the intent of this
Paragraph.
4. Reporting and Maintenance Requirements. Borrower and Bank agree
that, as a condition to the continuation of Bank's forbearance hereunder:
(a) Borrower agrees to provide to Bank certified copies of all
management or asset marketing contracts entered into with respect to the
Collateral and the operations of Borrower with respect to the Collateral (any
of the abovesaid documents currently existing to be supplied to Bank as of
the date hereof and any of the abovesaid documents entered into after the
date hereof to be supplied to Bank immediately upon the execution thereof).
Borrower further agrees to provide to Bank any purchase and sale agreement or
offer to purchase all or any portion of the Property or any other Collateral
immediately upon Borrower's receipt thereof.
(b) Contemporaneously with the execution of this Agreement,
Borrower has delivered to Bank projections (the "Projections") of its
operating cash flow from manufacturing for the remainder of calendar year
1999 and a report (the "Sales Report") on the status of sales of the parcels
of Property and other Collateral listed on Exhibit "A" attached hereto and by
this reference incorporated herein (the "Non-Essential Assets"). In addition
to all other financial
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reporting requirements under the Loan Documents,
Borrower agrees, on or before Wednesday, October 27, 1999 and on or before
the same day of each and every subsequent week during the Forbearance Period,
to provide Bank with weekly updates (for the week ending 4 days prior
thereto) of the Projections and the Sales Report for the Collateral in such
detail as Bank may reasonably require.
(c) Notwithstanding anything in the Loan Documents to the
contrary, Borrower shall maintain at all times:
(i) Eligible Receivables of the Borrower and its
Subsidiaries of not less than $1,400,000; and
(ii) Inventory Value of Eligible Essential Inventory
(hereinafter defined) of not less than $5,300,000.
For purposes of this Agreement, "Eligible Receivables" shall mean all
Receivables of Borrower and its Subsidiaries as of the measuring date;
provided, however, that unless otherwise approved in writing by Bank no
Receivable shall be deemed an Eligible Receivable unless it meets all of the
following requirements:
(a) such Receivable is owned by Borrower or a Subsidiary and represents a
complete bona fide transaction which requires no further act under any
circumstances on the part of Borrower or such Subsidiary to make such
Receivable payable by the account debtor; (b) such Receivable is not unpaid
more than ninety (90) days after the date of the original invoice date; (c)
such Receivable does not arise out of any transaction with any Subsidiary,
Affiliate, creditor, lessor or supplier of a Borrower; (d) if the account
debtor with respect thereto is located outside of the United States of
America, the goods which gave rise to such Receivable were shipped after
receipt by a Borrower from the account debtor of an irrevocable letter of
credit that has been confirmed by a financial institution acceptable to Bank
and is in form and substance acceptable to the Bank, payable in the full face
amount of the face value of the Receivable in U.S. Dollars at a place of
payment located within the United States and has been duly delivered to Bank;
(e) such Receivable is not subject to the Assignment of Claims Act of 1940,
as amended from time to time, or any applicable law now or hereafter existing
similar in effect thereto, as determined in the sole discretion of Bank, or
to any provision prohibiting its assignment
or requiring notice of or consent to such assignment; (f) the account debtor
with respect to such Receivable is not insolvent or the subject of any
bankruptcy or insolvency proceedings of any kind or of any other proceeding
or action, threatened or pending, which might, in Bank's sole judgment, have
a materially adverse effect on such account debtor; (g) the goods the sale of
which gave rise to such Receivable were shipped or delivered to the account
debtor on an absolute sale basis and not on a bill and
hold sale basis, a consignment sale basis, a guaranteed sale basis, a sale or
return basis or on the basis of any other similar understanding, and such
goods have not been returned or rejected; (h) such Receivable is evidenced by
an invoice or other documentation in form acceptable to Bank containing only
terms normally offered by Borrower, and dated the date of shipment; (i) such
Receivable is a valid, legally enforceable obligation of the account debtor
with respect thereto and is not subject to any present, or contingent,
offset, deduction or counterclaim, dispute or other defense on the part of
such account debtor; (j) such Receivable is not evidenced by chattel paper or
an instrument of any kind; (k) if such Receivable arises from the performance
of services, such services have been fully performed; and (l) such Receivable
is subject to no Lien whatsoever other than a Permitted Lien, and the goods
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giving rise to such
Receivable were not, at the time of the sale thereof, subject to any Lien
other than a Permitted Lien.
For purposes of this Agreement, "Eligible Essential Inventory" shall mean all
finished bus Inventory completed no more than ninety (90) days from the
applicable measuring date plus all raw materials Inventory exclusive of the
non-essential raw materials listed on Exhibit "B" attached hereto and by this
reference incorporated herein.
5. Payments.
(a) Borrower and Bank acknowledge and agree that Borrower shall use
commercially reasonable efforts to sell the Non-Essential Assets during the
term of this Agreement. Borrower covenants and agrees to remit to Bank the
Net Sale Proceeds (hereinafter defined) in connection with any sale of Non-
Essential Assets and as a condition to the release of Bank's security
interest in such property, which Net Sale Proceeds shall be applied toward
the then outstanding principal balance of the Loan. Notwithstanding the
foregoing, Bank shall have no obligation to release any parcel of Property or
any other Collateral unless the Net Sale Proceeds with respect to such
Collateral are equal to or greater than any release price therefor to which
Borrower, Guarantor and Bank have agreed by separate agreement in writing.
Such principal paydown shall permanently reduce the Commitment by the amount
of such paydown. For purposes of this Agreement, "Net Sale Proceeds" shall
be defined as the gross sale proceeds less such
closing costs actually incurred, including reasonable attorney's fees,
commissions, amounts applied by Bank or Borrower to payoff any holder of a
purchase money security interest therein, transfer taxes, as Bank in its
discretion deems reasonable, and any other expenses as Bank in its discretion
deems reasonable. As a condition to Bank's continued forbearance, the
principal balance of the Loan and the Commitment must be reduced as follows
during the term of this Agreement, out of the Net Sale Proceeds:
Minimum Cumulative Principal
Reduction as of the
Measuring Period End of Such Period Payment Due Date
---------------- -------------------------------------- ----------------
October 15-October 29, 1999 $1,080,000 November 3, 1999
October 30-November 12, 1999 $3,204,000 November 17, 1999
November 13-November 26, 1999 $3,968,000 December 1, 1999
November 27-December 10, 1999 $4,368,000 December 15, 1999
December 11-December 24, 1999 $5,328,000 December 29, 1999
No notice, grace or cure period set forth in the Loan Documents shall apply
to any payment due date set forth above.
(b) Borrower agrees to pay Bank contemporaneously with the execution
of this Agreement $2,500 of Bank's attorney's fees and expenses related to
this Agreement, and $35,000 of the fees and expenses of The Recovery Group
incurred related to this Agreement. Borrower agrees to reimburse Bank prior
to the Termination Date for Bank's attorneys' fees and expenses, including
without limitation the fees and expenses of The Recovery Group, incurred
related to the Agreement, the Loan Documents, the Property and other
Collateral. Borrower further covenants and agrees to make payments as
provided under the Note and Loan Documents subsequent to the date hereof.
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(c) Borrower further covenants and agrees to pay in full on or
before the date hereof (or, if earlier, prior to any exercise of the Fi. Fa.
(hereinafter defined) which would impair Bank's Collateral), and provide
evidence satisfactory to Bank of such payment, of all 1998 ad valorem taxes
currently due and owing, together with all interest and penalties then due,
on Borrower's real property located Henry County, Georgia (Map Reference No.
07302028001) which has been conveyed as security for the Loan pursuant to the
Henry Co. Deed to Secure Debt, and to cause the release of that certain Henry
County Tax Fi. Fa. filed in GED Book 150, page 99, Henry County, Georgia
Records (the "Fi. Fa."). Borrower further covenants and agrees to pay in
full on or before the delinquency date thereof (and in any event prior to any
exercise of any writ of fieri facias or other action thereon which would
impair Bank's Collateral), all 1999 ad valorem taxes currently due and owing,
together with all interest and penalties then due.
6. Acknowledgment of Default, Amounts Due and Maturity Date. Bank
and Borrower acknowledge that as of the Effective Date the outstanding unpaid
principal balance of the Note, prior to giving effect to any principal
paydown to be made by Borrower during the Forbearance Period in connection
with this Agreement, is $22,329,999.70 and the accrued, unpaid interest under
the Note as of the Effective Date, after giving effect to the interest
payment made as of the Effective Date hereof, is $89,009.86. Borrower and
Guarantor also acknowledge that costs and expenses, including without
limitation attorneys' fees and appraisal fees, are owed under the Note in
addition to principal and accrued interest. The maturity date for the Note is
May 31, 2000. Borrower and Guarantor waive any and all rights to other
notice of payment default or any other default, protest and notice of
protest, dishonor, diligence in collecting and the bringing
of suit or arbitration proceedings against any party, notice of intention to
accelerate, notice of acceleration, demand for payment and any other notices
whatsoever regarding the Note or the other Loan Documents, and further waive
any claims that any notices previously given are insufficient for any reason.
7. Limitation on Interest. No provision of this Agreement, the
Note, any of the other Loan Documents, or any instrument evidencing or
securing the Note, or otherwise relating to the indebtedness evidenced by the
Note, shall require the payment or permit the collection, application or
receipt of interest in excess of the maximum rate permitted by applicable
state or federal law. If any excess of interest in such respect is herein or
in any such other instrument provided for, or shall be adjudicated to be so
provided for herein or in any such instrument, the provisions of this
paragraph shall govern, and neither Borrower nor any endorsers of the Note
nor their respective heirs, personal representatives, successors or assigns
shall be obligated to pay the amount of such interest to the extent it is in
excess of the amount permitted by applicable law. It is expressly stipulated
and agreed to be the intent of Borrower and Bank at all times to comply with
the usury and other laws relating to the Note and the
other Loan Documents and any subsequent revisions, repeals or judicial
interpretations thereof, to the extent applicable to the Note or the other
Loan Documents. In the event Bank ever receives, collects or applies as
interest any such excess, such amount which would be excessive interest shall
be applied to the reduction of the unpaid principal balance of the Note, and,
if upon such application the principal balance of the Note is paid in full,
any remaining excess shall be paid forthwith to Borrower and the provisions
of the Note, the other Loan Documents and any demand or other charging
document shall immediately be deemed reformed and the amounts thereafter
collectible thereunder reduced, without the necessity of execution of any new
document, so as to comply with the then applicable law, but so as otherwise
to permit the recovery of the fullest amount called for thereunder. In
determining whether or not the interest paid or payable under any specific
contingency exceeds the
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maximum rate of interest allowed to be charged by applicable law, Borrower
and Bank shall, to the maximum extent permitted under applicable law,
amortize, prorate, allocate and spread the
total amount of interest throughout the entire term of the respective Note so
that the amount or rate of interest charged for any and all periods of time
during the term of the Note is to the greatest extent possible less than the
maximum amount or rate of interest allowed to be charged by law during the
relevant period of time. Notwithstanding any of the foregoing, if at any
time applicable laws shall be changed so as to permit a higher rate or amount
of interest to be charged than that permitted prior to such change, then
unless prohibited by law, references in the Note to "applicable law" for
purposes of determining the maximum interest or rate of interest that can be
charged shall be deemed to refer to such applicable law as so amended to
allow the greater amount or rate of interest.
8. Representations and Warranties. In order to induce Bank to
execute, deliver, and perform this Agreement, Borrower and Guarantor warrant
and represent to Bank that:
(a) this Agreement is not being made or entered into with the
actual intent to hinder, delay, or defraud any entity or person, and the
Borrower and Guarantor are each solvent and not bankrupt;
(b) this Agreement is not intended by the parties to be a
novation of the Loan Documents and, except as expressly modified herein, all
terms, conditions, rights and obligations as set out in the Loan Documents
are hereby reaffirmed and shall otherwise remain in full force and effect as
originally written and agreed;
(c) other than those previously disclosed to Bank by Borrower, no
action or proceeding, including, without limitation, a voluntary or
involuntary petition for bankruptcy under any chapter of the Federal
Bankruptcy Code, has been instituted or threatened by or against Borrower or
any Guarantor;
(d) the execution of this Agreement by Borrower and Guarantor and
the performance by Borrower and Guarantor of their obligations hereunder will
not violate or result in a breach or constitute a default under any
agreements to which any of them is a party;
(e) all information provided by Borrower and Guarantor to Bank
prior to the date hereof, including, without limitation, all financial
statements, balance sheets, and cash flow statements, was, at the date of
delivery, and is, as of the date hereof, true and correct in all material
respects. Borrower and Guarantor recognize and acknowledge that Bank is
entering into this Agreement based in part on the financial information
provided to Bank by each of them and that the truth and correctness of that
financial information is a material inducement to Bank in entering into this
Agreement. During the term of this Agreement, Borrower and Guarantor agree
to advise Bank promptly in writing of any and all new information, facts, or
occurrences which would in any way materially supplement, contradict, or
affect any financial statements, balance sheets, cash flow statements, or
similar items furnished to Bank; and
(f) This Agreement and the Loan Documents constitute the entire
agreement among Bank, Guarantor and Borrower with respect to this matter.
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9. Termination of this Agreement. This Agreement will terminate
upon the expiration of the Forbearance Period unless terminated earlier by
Bank, at Bank's sole option, upon written notice to Borrower and Guarantor of
the occurrence of any of the following:
(a) Borrower or Guarantor files a petition for bankruptcy under
any chapter of the Federal Bankruptcy Code or takes advantage of any other
debtor relief law, or an involuntary petition for bankruptcy under any
chapter of the Federal Bankruptcy Code is filed against Borrower and/or any
Guarantor, or any other judicial action is taken with respect to Borrower or
Guarantor by any creditor;
(b) Bank discovers that any representation or warranty made
herein by Borrower or Guarantor was or is untrue, incorrect or misleading
in any material respect;
(c) An Event of Default occurs under the Loan Documents, other
than any Event of Default known to exist as of the date hereof, and the Bank
hereby acknowledges that it knows of the following:
(i) Events of Default presently existing under the following
Sections of the Loan Agreement: 7.9(a) (regarding Tangible Net Worth), 7.9
(c) (regarding Net Income), 5.8 (regarding payment of all debts as they come
due), and
(ii) any Event of Default which may arise under Section 8.1(i)
of the Loan Agreement in connection with certain litigation or financial
circumstances which the Borrower has made the Bank aware of prior to the date
hereof.
(d) Borrower or Guarantor breaches or defaults in performance of
any covenant or agreement contained in this Agreement.
10. Waiver of Claims. Borrower and Guarantor warrant and represent
to Bank that the Note is not subject to any credits, charges, claims, or
rights of offset or deduction of any kind or character whatsoever; and
Borrower and Guarantor release and discharge Bank from any and all claims and
causes of action, whether known or unknown and whether now existing or
hereafter arising, including without limitation, any usury claims, that have
at any time been owned, or that are hereafter owned, in tort or in contract by
Borrower or Guarantor and that arise out of any one or more circumstances
or events that occurred prior to the date of this Agreement. Moreover,
Borrower and Guarantor, jointly and severally, waive any and all claims now
or hereafter arising from or related to any delay by Bank in exercising any
rights or remedies under the Loan Documents, including, without limitation,
any delay in foreclosing any collateral securing the Note.
11. ARBITRATION. THE LOAN DOCUMENTS HAVE BEEN AMENDED TO INCLUDE AND
THIS AGREEMENT SHALL BE SUBJECT TO THE FOLLOWING PROVISION:
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ARBITRATION. EXCEPT AS SET OUT BELOW, ANY CONTROVERSY OR CLAIM BETWEEN
OR AMONG THE PARTIES HERETO INCLUDING BUT NOT LIMITED TO THOSE ARISING OUT OF
OR RELATING TO THIS AGREEMENT OR ANY RELATED DOCUMENTS, INCLUDING ANY CLAIM
BASED ON OR ARISING FROM AN ALLEGED TORT (COLLECTIVELY, "CLAIM"), SHALL BE
DETERMINED BY BINDING ARBITRATION IN ACCORDANCE WITH THE FEDERAL ARBITRATION
ACT (OR IF NOT APPLICABLE, THE APPLICABLE STATE LAW), THE RULES OF PRACTICE
AND PROCEDURE FOR THE ARBITRATION OF COMMERCIAL DISPUTES OF .A.M.S./ENDISPUTE
OR ANY SUCCESSOR THEREOF ("J.A.M.S."), AND THE "SPECIAL RULES" SET FORTH
BELOW. IN THE EVENT OF ANY INCONSISTENCY, THE SPECIAL RULES SHALL CONTROL.
JUDGMENT UPON ANY ARBITRATION AWARD MAY BE ENTERED IN ANY COURT HAVING
JURISDICTION. ANY PARTY TO THIS AGREEMENT MAY BRING AN ACTION, INCLUDING A
SUMMARY OR EXPEDITED PROCEEDING, TO COMPEL ARBITRATION OF ANY CLAIM IN ANY
COURT HAVING JURISDICTION OVER SUCH ACTION. THE INSTITUTION AND MAINTENANCE
OF AN ACTION FOR ANY JUDICIAL RELIEF SHALL NOT CONSTITUTE A WAIVER OF THE
RIGHT OF ANY PARTY, INCLUDING THE PLAINTIFF, TO SUBMIT
THE CLAIM TO ARBITRATION IF ANY OTHER PARTY CONTESTS SUCH ACTION FOR JUDICIAL
RELIEF.
a. SPECIAL RULES. ANY ARBITRATION SHALL BE CONDUCTED IN THE COUNTY
OF ANY BORROWER'S DOMICILE AT THE TIME OF THE EXECUTION OF THIS AGREEMENT, OR
IF THERE IS REAL OR PERSONAL PROPERTY COLLATERAL, IN THE COUNTY WHERE SUCH
REAL OR PERSONAL PROPERTY IS LOCATED, AND ADMINISTERED BY J.A.M.S. WHO WILL
APPOINT AN ARBITRATOR; IF J.A.M.S. IS UNABLE OR LEGALLY PRECLUDED FROM
ADMINISTERING THE ARBITRATION, THEN THE AMERICAN ARBITRATION ASSOCIATION WILL
SERVE. ALL ARBITRATION HEARINGS WILL BE COMMENCED WITHIN 90 DAYS OF THE
DEMAND FOR ARBITRATION; FURTHER, THE ARBITRATOR SHALL ONLY, UPON A SHOWING OF
CAUSE, BE PERMITTED TO EXTEND THE COMMENCEMENT OF SUCH HEARING FOR UP TO AN
ADDITIONAL 60 DAYS. ANY DISPUTE CONCERNING THIS ARBITRATION PROVISION OR
WHETHER A CLAIM IS ARBITRABLE SHALL BE DETERMINED BY THE ARBITRATOR. THE
ARBITRATOR SHALL HAVE THE POWER TO AWARD LEGAL FEES PURSUANT TO THE TERMS OF
THIS AGREEMENT.
b. RESERVATION OF RIGHTS. NOTHING IN THIS ARBITRATION PROVISION SHALL
BE DEEMED TO (I) LIMIT THE APPLICABILITY OF ANY OTHERWISE APPLICABLE
STATUTES OF LIMITATION OR REPOSE AND ANY WAIVERS CONTAINED IN THIS AGREEMENT;
OR (II) BE A WAIVER BY BANK OF THE PROTECTION AFFORDED TO IT BY 12 U.S.C. SEC.
91 OR ANY SUBSTANTIALLY EQUIVALENT STATE LAW; OR (III) LIMIT THE RIGHT
OF ANY PARTY HERETO (A) TO EXERCISE SELF HELP REMEDIES SUCH AS (BUT NOT
LIMITED TO) SETOFF, OR (B) TO FORECLOSE AGAINST OR SELL ANY REAL OR PERSONAL
PROPERTY COLLATERAL, OR (C) TO OBTAIN FROM A COURT PROVISIONAL OR ANCILLARY
REMEDIES SUCH AS (BUT NOT LIMITED TO) INJUNCTIVE RELIEF, WRIT OF
10
</PAGE>
<PAGE>
POSSESSION OR THE APPOINTMENT OF A RECEIVER. ANY PARTY MAY EXERCISE SUCH
SELF HELP RIGHTS, FORECLOSE OR SELL COLLATERAL OR OBTAIN SUCH PROVISIONAL OR
ANCILLARY REMEDIES BEFORE, DURING OR AFTER THE PENDENCY OF ANY ARBITRATION
PROCEEDING BROUGHT PURSUANT TO THIS AGREEMENT. NONE OF THESE ACTIONS SHALL
CONSTITUTE A WAIVER OF THE RIGHT OF ANY PARTY, INCLUDING THE CLAIMANT IN ANY
SUCH ACTION, TO ARBITRATE THE MERITS OF THE CLAIM OCCASIONING RESORT TO SUCH
REMEDIES OR PROCEDURES.
c. WAIVER OF CERTAIN DAMAGES. THE PARTIES HERETO WAIVE ANY RIGHT OR
REMEDY EITHER MAY HAVE AGAINST THE OTHER TO RECOVER PUNITIVE OR EXEMPLARY
DAMAGES ARISING OUT OF ANY CLAIM WHETHER THE CLAIM IS RESOLVED BY ARBITRATION
OR BY JUDICIAL ACTION.
12. Miscellaneous.
(a) This Agreement may be executed in a number of identical
counterparts which, taken together, shall constitute collectively one (1)
agreement; but in making proof of this Agreement, it shall not be necessary
to produce or account for more than one such counterpart executed by the
party to be charged.
(b) Any future waiver, alteration, amendment or modification of
any of the provisions of the Loan Documents or this Agreement shall not be
valid or enforceable unless in writing and signed by all parties, it being
expressly agreed that neither the Loan Documents, or this Agreement can be
modified orally, by course of dealing or by implied agreement. Moreover, any
delay by Bank in enforcing its rights after an event of default shall not be
a release or waiver of the event of default and shall not be relied upon by
the Borrower or Guarantor as a release or waiver of the default.
(c) This Agreement shall be binding upon and shall inure to the
benefit of the parties hereto, their heirs, executors, administrators,
successors, legal representatives, and assigns.
(d) The headings of paragraphs in this Agreement are for
convenience of reference only and shall not in any way affect the
interpretation or construction of this Agreement.
(e) THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF
GEORGIA AND FEDERAL LAW, AS APPLICABLE.
(f) The warranties and representations of the parties in this
Agreement shall survive the termination of this Agreement.
(g) The terms and conditions set forth in this Agreement are the
product of joint draftsmanship by all parties, each being represented by
counsel, and any ambiguities in this Agreement or any documentation prepared
pursuant to or in connection with this Agreement shall not be construed
against any of the parties because of draftsmanship.
11
</PAGE>
<PAGE>
13. FINAL AGREEMENT. THIS AGREEMENT REPRESENTS THE FINAL AGREEMENT
AMONG THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR ORAL OR WRITTEN, CONTEMPORANEOUS, OR
SUBSEQUENT ORAL AGREEMENTS AMONG THE PARTIES. THERE ARE NO UNWRITTEN ORAL
AGREEMENTS AMONG THE PARTIES.
(SIGNATURES CONTINUED ON NEXT PAGE)
12
</PAGE>
<PAGE>
EXECUTED under seal as of the execution date first set forth above.
BORROWER: Attest: (SEAL)
Metrotrans Corporation
By:_________________________________ ____________________________________
Name:_______________________________ Name:_______________________________
Title:______________________________ Title:______________________________
Date:_______________________________
(CORPORATE SEAL)
GUARANTOR: Attest: (SEAL)
Bus Pro, Inc.
By:_________________________________ ____________________________________
Name:_______________________________ Name:_______________________________
Title:______________________________ Title:______________________________
Date:_______________________________
(CORPORATE SEAL)
BANK: Attest: (SEAL)
Bank of America, N.A.
By:_________________________________ ____________________________________
Name:_______________________________ Name:_______________________________
Title:______________________________ Title:______________________________
Date:_______________________________
(CORPORATE SEAL)
13
</PAGE>
<PAGE>
EXHIBIT "A"
Non-essential Inventory
Bus Make Bus Type MT Unit # VIN (1)
METROTRANS ANTHEM 97-0001 4VZJK0791VC023049
METROTRANS ANTHEM 98-00105 4VZYR0891VC025232
METROTRANS CLASSIC 20 98-8090 1FDWE30S6WHA84233
METROTRANS CLASSIC 20 98-8091 1FDWE30S3WHB84240
METROTRANS CLASSIC 22 98-8502 1FDWE30F8WHA11674
METROTRANS CLASSIC 24 96-6019 1FDKE30G7THA36522
METROTRANS CLASSIC 24 96-6020 1FDKE30G7THA36532
METROTRANS CLASSIC 24 96-6024 1FDKE30G7THA36531
METROTRANS CLASSIC 24 97-8283 1FDLE40S8VHA23506
METROTRANS CLASSIC 24 98-09022 1GDJG31F7W1012486
METROTRANS CLASSIC 24 98-09046 1GBJG31F3V1103410
METROTRANS CLASSIC 24 98-09050 1GDJG31FXW1010442
METROTRANS CLASSIC 24 98-8318 1FDXE40F5WHA29494
METROTRANS CLASSIC 24 98-8662 1FDXF40F1WHA29508
METROTRANS CLASSIC 28 97-7789 1GDJG31J7V1012409
METROTRANS CLASSIC 28 98-08952 1GBJG31F8V1103841
METROTRANS CLASSIC 28 98-09165 1GBJG31F0V1103767
METROTRANS CLASSIC 28 98-8553 1GDJG31F9W1010786
METROTRANS CLASSIC 28 98-9007 1FDXE40F3WHB01227
METROTRANS CLASSIC II 98-8288 1FDSE30L4WHA11658
METROTRANS COMMUTER 96-6225 1FDJE30H1THA82674
METROTRANS COMMUTER 97-7787 1FDJE30F1VHB22804
METROTRANS COMMUTER 97-8264 1FDJE30S2VHA09229
METROTRANS COMMUTER 98-9004 1FDSE30L5XHA37106
METROTRANS EURO 35 97-0388 4VZJK0798VC023050
METROTRANS EURO 35 99-0520 4VZYR7894XC029819
METROTRANS Euro-Lite Legacy 99-1272 1M9E621HOYG503001
METROTRANS EXLT 35 97-0438 4VZKK0491VC024002
METROTRANS EXLT 35 98-0475 4VZYK0498WC026616
METROTRANS EXLT 35 98-0505 4VZYK6592XCO27540
METROTRANS EXLT 35 98-0506 4VZYK6597WCO28651
METROTRANS EXLT 35 99-0607 4VZYK6298XC027532
METROTRANS EXLT 35 99-0608 4VZYK629XXC027533
METROTRANS LEGACY 26 96-1000 4S7ST9S12TC021279
METROTRANS LEGACY 26 96-1001 4S7LT9P01SC015752
METROTRANS LEGACY 26 96-1054 4S7ST9S15TC021311
METROTRANS LEGACY 26 96-1058 4S7ST9S16TC021317
METROTRANS LEGACY 26 97-1083 4S7ST9S13TC021307
METROTRANS LEGACY 26 97-1084 4VZLJ469XVC021322
METROTRANS LEGACY 26 97-1085 4VZLJ4695VC021325
METROTRANS LEGACY 26 97-1086 4VZLJ4698VC021321
METROTRANS LEGACY 26 98-1201 4VZTH4898WC025928
METROTRANS LEGACY 26 98-1205 4VZTH4893WC025920
METROTRANS LEGACY 26 98-1207 4VZTH4895WC025921
METROTRANS LEGACY 26 98-1210 4VZTH4898WC025914
METROTRANS LEGACY 30 96-1055 4S7ST9S18TC021285
METROTRANS LEGACY 30 96-1059 4VZLJ4695VC021289
METROTRANS LEGACY 30 96-1060 4VZLJ4693VC021288
METROTRANS LEGACY 30 97-1125 4VZLJ4692VC021301
METROTRANS LEGACY 30 97-1139 4VZTH4899VCO25497
METROTRANS LEGACY 30 98-1159 4VZTH4896WCO25510
METROTRANS LEGACY 30 98-1160 4VZTH4890VC025288
METROTRANS LEGACY 30 98-1166 4VZTH0394WCO26445
METROTRANS LEGACY 30 98-1215 4VZTH7197WC027049
METROTRANS LEGACY 30 98-1219 4VZTH7191WC027046
METROTRANS LEGACY 30 98-1224 4VZTH7193WC027095
METROTRANS LEGACY 30 98-1225 4VZTH199WC027067
METROTRANS LEGACY 30 98-1226 4VZTH7193WCO27064
METROTRANS LEGACY 30 98-1232 4VZTH7191WC027063
METROTRANS LEGACY 30 98-1234 4VZTH7193WC027081
METROTRANS LEGACY 30 99-1227 4VZTH7194WC027090
METROTRANS LEGACY 30 99-1233 4VZTH7195WC027079
METROTRANS LEGACY 30 99-1255 4VZTH7196WC027074
METROTRANS LEGACY 30 99-1260 4VZTH7196WC027088
BLUE BIRD SCHOOL BUS BP100260
CHAMPION CHALLENGER BPA83129
CHAMPION CHALLENGER BPB42431
CHAMPION CHALLENGER BPB82389
CHAMPION CTS (OSH) FE BP314905
CHAMPION E350 BPA31653
CHAMPION TUNNEL BPA85245
CHEVROLET LUMINA BP150828
COLLINS 1900 SERIES BPB87387
COLLINS DIPLOMAT BPA02864
COLLINS DIPLOMAT BPB56230
COLLINS LOW FLOOR PUSHER BP000171
COLLINS LOW FLOOR PUSHER BP000172
COLLINS LOW FLOOR PUSHER BP000175
DIAMOND CUT AWAY BPA46294
DIAMOND CUT-A-WAY BPB10753
DODGE 350 RAM BP388092
DODGE B-300 BPZ92921
DODGE RAM 30 BP170308
ELDORADO NATIONAL AEROTECH BPA47644
ELDORADO NATIONAL AEROTECH BPA03461
ELDORADO NATIONAL AEROTECH BPA17277
ELDORADO NATIONAL AEROTECH BPA21896
ELDORADO NATIONAL AEROTECH BPA21897
ELDORADO NATIONAL AEROTECH BPA22045
ELDORADO NATIONAL AEROTECH BPA22047
ELDORADO NATIONAL AEROTECH BPA46922
ELDORADO NATIONAL AEROTECH BPA48711
ELDORADO NATIONAL AEROTECH BPA48714
ELDORADO NATIONAL AEROTECH BPA64475
ELDORADO NATIONAL AEROTECH BPA88290
ELDORADO NATIONAL AEROTECH BPA88292
ELDORADO NATIONAL AEROTECH BPB18381
ELDORADO NATIONAL AEROTECH BPB51061
ELDORADO NATIONAL AEROTECH BPB78704
ELDORADO NATIONAL AEROTECH BPB80721
ELDORADO NATIONAL AEROTECH BPB80722
ELDORADO NATIONAL AEROTECH BPB82140
ELDORADO NATIONAL CUT-A-WAY BPA17276
ELDORADO NATIONAL FALCON BPA06552
ELDORADO NATIONAL FALCON BPA17583
ELDORADO NATIONAL FALCON BPA51897
ELDORADO NATIONAL FALCON BPA79052
ELDORADO NATIONAL FALCON BPB40506
ELDORADO NATIONAL FALCON BPB52156
ELDORADO NATIONAL FALCON T/A BPB96808
ELDORADO NATIONAL FORD BPA24566
ELDORADO NATIONAL FORD BPA53607
ELDORADO NATIONAL FORD BPA53608
ELDORADO NATIONAL FORD BPA82482
ELDORADO NATIONAL FORD BPA82484
ELDORADO NATIONAL FORD BPA90004
ELDORADO NATIONAL FORD BPB06573
ELDORADO NATIONAL FORD BPB13717
ELDORADO NATIONAL FORD BPB22461
ELDORADO NATIONAL FORD BPB82961
ELDORADO NATIONAL HAWK BPA53152
ELDORADO NATIONAL MST BP025136
ELDORADO NATIONAL MST BP107211
ELDORADO NATIONAL MST BP107291
ELDORADO NATIONAL MST BPA41316
ELDORADO NATIONAL NATIONAL BPB02701
ELDORADO NATIONAL NATIONAL BPB02702
ELDORADO NATIONAL SQUIRE BP500380
ELDORADO NATIONAL SQUIRE BP500479
FORD E350 BPB65329
FORD TURTLE TOP BPB04109
FORD VAN BPA37768
FORD VAN BPB66032
GOSHEN CENTURY BP106472
GOSHEN CENTURY BP107088
GOSHEN FORD BPB03650
GOSHEN GC2 BPB27994
GOSHEN GC2 BPB27995
GOSHEN GCII BPA54740
GOSHEN SENTRY BP108261
GOSHEN SENTRY BP306532
GOSHEN SENTRY BP311679
GOSHEN SENTRY BP320677
GOSHEN SENTRY BP330779
GOSHEN SENTRY ML BP319678
GOSHEN SENTRY ML(OSH) FE BP106437
GOSHEN SENTRY ML(OSH) FE BP106415
IVECO MINIBUS BP200815
IVECO MINI-BUS BP102438
MAN SR280 BP010084
MAN SR280 BP160227
MAN SR280 BP671522
MCI MC9 BP037062
MCI MC9 BP037126
METROTRANS CLASSIC BPA00218
METROTRANS CLASSIC BPA21259
METROTRANS CLASSIC BPA21497
METROTRANS CLASSIC BPA21498
METROTRANS CLASSIC BPA21502
METROTRANS CLASSIC BPA25656
METROTRANS CLASSIC BPA25658
METROTRANS CLASSIC BPA25659
METROTRANS CLASSIC BPA29928
METROTRANS CLASSIC BPA36380
METROTRANS CLASSIC BPA36521
METROTRANS CLASSIC BPA36524
METROTRANS CLASSIC BPA36525
METROTRANS CLASSIC BPA36814
METROTRANS CLASSIC BPA37837
METROTRANS CLASSIC BPA37859
METROTRANS CLASSIC BPA40561
METROTRANS CLASSIC BPA54182
METROTRANS CLASSIC BPA56988
METROTRANS CLASSIC BPA68782
METROTRANS CLASSIC BPA70005
METROTRANS CLASSIC BPA71970
METROTRANS CLASSIC BPA94059
METROTRANS CLASSIC BPA94063
METROTRANS CLASSIC BPA98837
METROTRANS CLASSIC BPB19393
METROTRANS CLASSIC BPB32887
METROTRANS CLASSIC BPB51796
METROTRANS CLASSIC BPB51799
METROTRANS CLASSIC BPB60023
METROTRANS CLASSIC BPB73112
METROTRANS CLASSIC BPB98950
METROTRANS CLASSIC BPC22539
METROTRANS CLASSIC BPA21478
METROTRANS CLASSIC 20 BPA03351
METROTRANS CLASSIC 20 BPA10634
METROTRANS CLASSIC 20 BPA39518
METROTRANS CLASSIC 20 BPA39523
METROTRANS CLASSIC 22 BPA04164
METROTRANS CLASSIC 22 BPA21484
METROTRANS CLASSIC 22 BPA21489
METROTRANS CLASSIC 22 BPA23170
METROTRANS CLASSIC 22 BPA26913
METROTRANS CLASSIC 22 BPA26914
METROTRANS CLASSIC 22 BPA26917
METROTRANS CLASSIC 22 BPA26920
METROTRANS CLASSIC 22 BPA36401
METROTRANS CLASSIC 22 BPA67407
METROTRANS CLASSIC 22 BPA78084
METROTRANS CLASSIC 22 BPA83271
METROTRANS CLASSIC 22 BPA98836
METROTRANS CLASSIC 22 BPB04480
METROTRANS CLASSIC 22 BPB09184
METROTRANS CLASSIC 22 BPB27136
METROTRANS CLASSIC 22 BPB56091
METROTRANS CLASSIC 22 BPB56137
METROTRANS CLASSIC 22 BPB68179
METROTRANS CLASSIC 22 BPB69940
METROTRANS CLASSIC 22 BPB70662
METROTRANS CLASSIC 22 BPB70671
METROTRANS CLASSIC 22 BPB74038
METROTRANS CLASSIC 22 BPB74040
METROTRANS CLASSIC 22 BPB76092
METROTRANS CLASSIC 22 BPC00029
METROTRANS CLASSIC 22 BPC00030
METROTRANS CLASSIC 22 BPC00034
METROTRANS CLASSIC 22 BPC00035
METROTRANS CLASSIC 22 BPC05818
METROTRANS CLASSIC 22 BPC05821
METROTRANS CLASSIC 22 BPC10404
METROTRANS CLASSIC 22 BPC22523
METROTRANS CLASSIC 24 BPA02453
METROTRANS CLASSIC 24 BPA05340
METROTRANS CLASSIC 24 BPA30005A
METROTRANS CLASSIC 24 BPA34387
METROTRANS CLASSIC 24 BPA34392
METROTRANS CLASSIC 24 BPA35665
METROTRANS CLASSIC 24 BPA36534
METROTRANS CLASSIC 24 BPA36535
METROTRANS CLASSIC 24 BPA44058
METROTRANS CLASSIC 24 BPA58318
METROTRANS CLASSIC 24 BPA67079
METROTRANS CLASSIC 24 BPA74359
METROTRANS CLASSIC 24 BPA74367
METROTRANS CLASSIC 24 BPA74369
METROTRANS CLASSIC 24 BPA74372
METROTRANS CLASSIC 24 BPA74373
METROTRANS CLASSIC 24 BPA74374
METROTRANS CLASSIC 24 BPA74377
METROTRANS CLASSIC 24 BPA74378
METROTRANS CLASSIC 24 BPA75110
METROTRANS CLASSIC 24 BPA75112
METROTRANS CLASSIC 24 BPA80551
METROTRANS CLASSIC 24 BPA81398
METROTRANS CLASSIC 24 BPA87449
METROTRANS CLASSIC 24 BPA94045
METROTRANS CLASSIC 24 BPA94780
METROTRANS CLASSIC 24 BPB03563
METROTRANS CLASSIC 24 BPB03566
METROTRANS CLASSIC 24 BPB13841
METROTRANS CLASSIC 24 BPB19392
METROTRANS CLASSIC 24 BPB26697
METROTRANS CLASSIC 24 BPB26766
METROTRANS CLASSIC 24 BPB34298
METROTRANS CLASSIC 24 BPB38032
METROTRANS CLASSIC 24 BPB38033
METROTRANS CLASSIC 24 BPB44980
METROTRANS CLASSIC 24 BPB52056
METROTRANS CLASSIC 24 BPB58174
METROTRANS CLASSIC 24 BPB61068
METROTRANS CLASSIC 24 BPB64088
METROTRANS CLASSIC 24 BPB64395
METROTRANS CLASSIC 24 BPB75250
METROTRANS CLASSIC 24 BPB82171
METROTRANS CLASSIC 24 BPB84488
METROTRANS CLASSIC 24 BPB85215
METROTRANS CLASSIC 24 BPB88420
METROTRANS CLASSIC 24 BPB95776
METROTRANS CLASSIC 24 BPB98948
METROTRANS CLASSIC 24 BPC05788
METROTRANS CLASSIC 24 BPC11731
METROTRANS CLASSIC 24 BPC12836
METROTRANS CLASSIC 24 BPC12848
METROTRANS CLASSIC 24 BPC22536
METROTRANS CLASSIC 28 BP101214
METROTRANS CLASSIC 28 BPA05333
METROTRANS CLASSIC 28 BPA05349
METROTRANS CLASSIC 28 BPA23770
METROTRANS CLASSIC 28 BPA47739
METROTRANS CLASSIC 28 BPA50372
METROTRANS CLASSIC 28 BPA67795
METROTRANS CLASSIC 28 BPA71961
METROTRANS CLASSIC 28 BPA71972
METROTRANS CLASSIC 28 BPA81408
METROTRANS CLASSIC 28 BPA87464
METROTRANS CLASSIC 28 BPA94033
METROTRANS CLASSIC 28 BPA94043
METROTRANS CLASSIC 28 BPB61077
METROTRANS CLASSIC 28 BPB66947
METROTRANS CLASSIC 28 BPB74578
METROTRANS CLASSIC 28 BPB75253
METROTRANS CLASSIC 28 BPB75268
METROTRANS CLASSIC 28 BPC11712
METROTRANS CLASSIC 28 BPC12845
METROTRANS CLASSIC II BPA03375
METROTRANS CLASSIC II BPA03378
METROTRANS CLASSIC II BPA03384
METROTRANS CLASSIC II BPA29997
METROTRANS CLASSIC II BPA44868
METROTRANS CLASSIC II BPA53678
METROTRANS CLASSIC II BPA67095
METROTRANS CLASSIC II BPB22226
METROTRANS CLASSIC II BPB30780
METROTRANS CLASSIC II BPB73648
METROTRANS COMMUTER BPA23532
METROTRANS COMMUTER BPA25665
METROTRANS COMMUTER BPA25672
METROTRANS COMMUTER BPA25674
METROTRANS COMMUTER BPA44863
METROTRANS COMMUTER BPA44869
METROTRANS COMMUTER BPA44872
METROTRANS COMMUTER BPA44874
METROTRANS COMMUTER BPA44875
METROTRANS COMMUTER BPA88403
METROTRANS COMMUTER BPB30783
METROTRANS COMMUTER BPB34308
METROTRANS COMMUTER BPB75726
METROTRANS COMMUTER BPB88423
METROTRANS COMMUTER BPC02799
METROTRANS COMMUTER BPC18387
METROTRANS EUROTRANS BP007862
METROTRANS EUROTRANS BP007864
METROTRANS EUROTRANS BP008398
METROTRANS EUROTRANS BP015011
METROTRANS EUROTRANS BP017761
METROTRANS EUROTRANS BP018157
METROTRANS EUROTRANS BP019792
METROTRANS EUROTRANS BP021168
METROTRANS EUROTRANS BP900336
METROTRANS EUROTRANS BP900339
METROTRANS EUROTRANS BP900637
METROTRANS EUROTRANS BP901006
METROTRANS EUROTRANS BP901012
METROTRANS EUROTRANS BPT92082
METROTRANS EUROTRANS (OSH) BP900340
METROTRANS EUROTRANS (OSH) BP900916
METROTRANS EUROTRANS (OSH) BP900917
METROTRANS EUROTRANS (OSH) BP900967
METROTRANS EUROTRANS (OSH) BP900987
METROTRANS EUROTRANS (OSH) BP900998
METROTRANS EUROTRANS (OSH) BP901043
METROTRANS EUROTRANS (SPRT) BP007175
METROTRANS EUROTRANS (SPRT) BP007176
METROTRANS EUROTRANS (SPRT) BP007177
METROTRANS EUROTRANS XLT BP008389
METROTRANS EUROTRANS XLT BP009720
METROTRANS EUROTRANS XLT BP015835
METROTRANS EUROTRANS BP017762
METROTRANS POP TOP VAN BPB03397
METROTRANS VALET BPB47361
NATIONAL ESCORT BPA17568
NATIONAL TRANSMARK BPZ16293
NATIONAL TRANSMARK BPZ16519
NEOPLAN N208 JETLINER BP841021
SETRA S215HDH BP030162
SETRA S215HDH BP030195
SUPREME STARTRANS BPB32223
TURTLE TOP MINI-BUS BPA94917
VAN HOOL T800 BP017395
VAN HOOL T800 BP019769
VAN HOOL T800 BP020999
VAN HOOL T845 BP024942
WAYNE CHAPERONE BPA75672
WHEELED COACH 1900 SERIES BP185108
METROTRANS IRIZAR 45 - DET 91419 C025211
METROTRANS IRIZAR 45 - CUM 90620 C023107
METROTRANS IRIZAR 40 - CUM 91639 C027160
METROTRANS IRIZAR 45 - CUM 91855 C027171
METROTRANS IRIZAR 45 - CUM 91992 C027164
METROTRANS IRIZAR 40 - DET 91993 C027183
METROTRANS IRIZAR 40 - CUM 91994 C027176
(1) The digits following the "BP" in unit numbers beginning with "BP"
represent the last few digits of the VIN
Accounts Receivable
# Of Units Amount Receivable
14 $ 770,000
Property
Address Lot Acreage
777 Greenbelt Parkway B 5.15
Griffin, GA 30223 C 11.00
1051 Bridges Road D 5.50
McDonough, GA 30253
1150 Jetport Road E 2.00
Orlando, FL 32809 F 2.68
</PAGE>
<PAGE>
EXHIBIT "B"
List of Non-Essential Raw Materials
NONE
</PAGE>
??
FOR IMMEDIATE RELEASE
CONTACT:
John G. Wallace
President & CEO
Metrotrans Corporation
(770) 229-5995
Metrotrans Announces New Forbearance Agreement
GRIFFIN, Ga., Oct. 25 /PRNewswire/ -- Metrotrans Corporation (OTC:
MTRN) announced today that it had entered into a new forbearance agreement
with Bank of America on October 22, 1999, under which the lender has
agreed to forbear until December 31, 1999 from exercising its rights and
remedies under the secured revolving credit facility with respect to
defaults existing at July 4, 1999 as further described in the Company's
10-Q filing. Under the terms of the new forbearance agreement, the
Company has agreed to make certain loan payments using proceeds from the
sale of assets which are not considered by management to be essential to
the Company's core business. Additionally, the Company announced that it
has engaged Legacy Securities Corporation in order to explore strategic
options related to structuring a proposal for refinancing or otherwise
satisfying the Company's indebtedness.
Metrotrans designs, manufactures and distributes shuttle and mid-size
touring buses through Company operated sales centers and independent
distributors in the United States and Canada and Puerto Rico. The Company
also distributes the Irizar Century full-size motorcoach in the United
States.
This press release includes ``forward-looking statements'' within the
meaning of the private Securities Litigation Reform Act of 1995. Such
statements involve known and unknown risks, uncertainties and other
factors that could cause the actual results of the Company to differ
materially from the results expressed or implied by such statements,
including general economic and business conditions, conditions affecting
the Company's customers and suppliers, and actual purchases of Company
products by customers, competitor responses to the Company's products and
services, the overall market acceptance of such products and services, the
costs and availability of components, product scheduling and other factors
disclosed in the Company's last filed Annual Report on Form 10-K.
Accordingly, although the Company believes that the expectations reflected
in such forward-looking statements are reasonable, there can be no
assurance that such expectations can be achieved.
