Laidlaw Transportation, Inc. and Subsidiaries - Page 38

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          September 1, 1988.  If Transit or LWSI chose to convert, the                
          loans from LIIBV would become fixed-term loans repayable in 10              
          equal semiannual installments.  However, LIIBV could demand                 
          repayment at any time if it needed the funds.                               
               After the GSX acquisition, LTI and LII did not comply with             
          leverage ratios to which they had agreed in the loan agreements             
          with TDB, RBC, and BBC.  On October 16, 1986, Haworth told LIIBV            
          that LII's repayment of its advances must be subordinated to                
          LII's commercial lenders.  Also on October 16, 1986, Haworth                
          asked LIIBV to amend petitioners' loan agreements to provide,               
          effective September 1, 1986, that (1) all sums would be due on              
          demand at interest rates equal to the prime rate at ABN Bank, New           
          York, plus 2 percent, (2) petitioners need not meet any financial           
          ratios, (3) petitioners no longer had restrictions as to the                
          maximum amount of funds they could seek and that LIIBV was to               
          provide on request, subject to availability of funds, and (4)               
          LIIBV would subordinate its advances to petitioners to their bank           
          loans.  On October 20, 1986, LIIBV's managing board unanimously             
          agreed to subordinate repayment of its advances to Transit's bank           
          loans.                                                                      
               Transit and LWSI made new loan agreements with LIIBV, dated            
          "as of September 1, 1986".  In the first of these agreements,               
          signed by Haworth for Transit, LIIBV subordinated Laidlaw's and             
          Transit's indebtedness to LIIBV to any amounts owed by Laidlaw to           
          TDB.                                                                        





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