UNITED STATES

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): January 25, 2019

________________________________

 

 

 

P.A.M. TRANSPORTATION SERVICES, INC.

(Exact name of registrant as specified in its charter)

 

Delaware

 

0-15057

 

71-0633135

(State or other jurisdiction of

incorporation)

 

(Commission File

Number)

 

(I.R.S. Employer Identification No.)

 

297 West Henri De Tonti, Tontitown, Arkansas 72770

(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code: (479) 361-9111

 

 

N/A

 
 

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

   

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

   

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

   

Pre-commencement communications pursuant to Rule 13c-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company     ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.     ☐

 

 

 

 

Item 1.01 Entry into a Material Definitive Agreement.

 

On January 25, 2019, P.A.M. Transportation Services, Inc., a Delaware corporation (the “Company”), and its subsidiary P.A.M. Transport, Inc., an Arkansas corporation (“P.A.M. Transport”), entered into a Second Amendment to Amended and Restated Loan Agreement (the “Amendment”) with First Tennessee Bank National Association (the “Bank”). The Amendment amends the Company’s Amended and Restated Loan Agreement dated March 28, 2016 (the “Agreement”), under which the Bank committed to lend P.A.M. Transport a principal amount of up to $40.0 million under a line of credit (the “Loan”), the terms of which have been previously disclosed by the Company in its periodic reports and other filings with the Securities and Exchange Commission. The Company has guaranteed the payment and performance of the Loan.

 

The purposes of the Amendment are to extend the term of the Loan by one year to July 1, 2021, to increase the amount the Bank has committed to lend to P.A.M. Transport from $40.0 million to $60.0 million, to reduce the interest rate charged on outstanding borrowings from LIBOR plus 1.50% to LIBOR plus 1.25%, to establish an “unused fee” of 0.25% if average monthly borrowings are less than $18.0 million, and to restate and make other immaterial amendments and updates to the terms of the Agreement.

 

Under the terms of the Agreement, as amended by the Amendment, the Company may borrow up to a maximum of $60.0 million, and amounts outstanding under the Loan bear interest at LIBOR (determined as of the first day of each month) plus 1.25%. The Loan continues to be secured by the Company’s accounts receivable and will mature on July 1, 2021. Monthly payments of interest are required under the Agreement. The Agreement contains customary events of default that would permit the Bank to accelerate the amounts due under the Loan if not cured within applicable grace periods.

 

The description above is a summary and is qualified in its entirety by the Amendment and the Agreement, and the related credit note, security agreement and guaranty agreement documents, which are filed as exhibits to this report and are incorporated herein by reference.

 

 

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

 

The information set forth above under Item 1.01 is hereby incorporated by reference into this Item 2.03.

 

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On January 28, 2019, the Board of Directors of the Company elected H. Pete Montaño to serve as director of the Company. He will serve in this capacity until the Company’s 2019 Annual Meeting of Stockholders, and until such time as his successor is duly elected and qualified, or until his earlier resignation or removal. Mr. Montaño’s committee appointments have not yet been determined at this time.

 

 

Item 7.01 Regulation FD Disclosure .

 

On January 30, 2019 the Company issued a press release announcing the election of H. Pete Montaño to its Board of Directors. A copy of the press release is attached as Exhibit 99.1 to this Current Report.

 

The information contained in this Item 7.01 and Exhibit 99.1 hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

 

 

 

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Description

4.1

 

Amended and Restated Loan Agreement, dated March 28, 2016, by and among P.A.M. Transport, Inc., First Tennessee Bank National Association and the Company (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on April 1, 2016)

4.2

 

Amendment to Amended and Restated Loan Agreement, dated July 27, 2017, by and among P.A.M. Transport, Inc., First Tennessee Bank National Association and the Company

4.3

 

Second Amendment to Amended and Restated Loan Agreement, dated January 25, 2019, by and among P.A.M. Transport, Inc., First Tennessee Bank National Association and the Company

4.4   Fifth Amended and Restated Consolidated Revolving Credit Note, dated January 25, 2019, by P.A.M. Transport, Inc. in favor of First Tennessee Bank National Association

4.5

 

Amended and Restated Security Agreement, dated March 28, 2016, by and between P.A.M. Transport, Inc. and First Tennessee Bank National Association (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on April 1, 2016)

4.6

 

First Amendment to Amended and Restated Security Agreement, dated January 25, 2019, by and between P.A.M. Transport, Inc. and First Tennessee Bank National Association

4.7

 

Fifth Amended and Restated Guaranty Agreement of the Company, dated January 25, 2019, in favor of First Tennessee Bank National Association

99.1

 

News release issued by the Registrant on January 30, 2019

 

 

 

 

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.

 

   

P.A.M. TRANSPORTATION SERVICES, INC.

   

(Registrant)

 
       

Date: January 31, 2019

By:

/s/ Allen W. West

 
   

Allen W. West

Vice President of Finance, Chief Financial Officer,

Secretary and Treasurer

 

 

 

Exhibit 4.2

 

FIRST AMENDMENT TO

 

AMENDED AND RESTATED LOAN AGREEMENT

 

THIS FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT (the "Amendment") is made and entered into as of the 27 th day of July, 2017, by and among P.A.M. TRAN S PORT, INC. , an Arkansas corporation, whose chief executive office and principal place of business is located at 297 W. Henri de Tonti Boulevard, P.O. Box 188, Tontitown, Arkansas 72770, party of the first part, hereinafter called “Borrower," FIRST TENNESSEE BANK NATIONAL ASSOCIATION , a national banking association organized and existing under the laws of the United States, with its principal place of business at 165 Madison Avenue, Memphis, Tennessee 38103, party of the second part, hereinafter called "Bank," P.A.M. TRANSPORTATION SERVICES, INC. , a Delaware corporation, whose principal place of business and chief executive office is located at 297 W. Henri de Tonti Boulevard, P.O. Box 188, Tontitown, Arkansas 72770, party of the third part, hereinafter called "Guarantor."

 

Re c itals of Fact

 

Pursuant to the terms and provisions of that certain Amended and Restated Loan Agreement, bearing date of the 28th day of March, 2016, ("Loan Agreement"), among the Borrower, the Bank, and the Guarantor (hereinafter defined), Bank committed to lend to Borrower an amount not to exceed at any one time outstanding the principal sum of Forty Million Dollars ($40,000,000.00), subject to the Borrowing Base. The Borrower has requested and the Bank has also agreed to extend the Termination Date amend certain other provisions of the Loan Agreement.

 

NOW, THEREFORE, for and in consideration of the premises, as set forth in the Recitals of Fact, and other good and valuable considerations, the receipt and sufficiency of which are hereby acknowledged, it is agreed by the parties as follows:

 

Agreements

 

    To induce the Bank to enter into this Amendment, the Borrower and the Guarantor do hereby absolute and unconditionally, jointly and severally, certify, represent and warrant to the Bank, and covenant and agree with the Bank, that:

 

    All representations and warranties made by the Borrower or the Guarantor in the Loan Agreement, as amended hereby, and in all other loan documents (all of which are herein sometimes called the "Loan Documents"), are true, correct and complete in all material respects as of the date of this Amendment.

 

    As of the date hereof and with the execution of this Amendment, there are no existing events, circumstances or conditions which constitute, or would, with the giving of notice, lapse of time, or both, constitute Events of Default.

 

 

 

 

    There are no existing offsets, defenses or counterclaims to the obligations of the Borrower or the Guarantor as set forth in any Loan Document executed by the Borrower, or the Guarantor, respectively, in connection with the Loan.

 

    Neither the Borrower nor the Guarantor, has any existing claim for damages against the Bank arising out of or related to the Loan; and, if and to the extent (if any) that the Borrower, or the Guarantor has or may have any such existing claim (whether known or unknown), the Borrower and the Guarantor do hereby forever release and discharge, in all respects, the Bank with respect to such claim.

 

    The Loan Documents, as amended by this Amendment are valid, genuine, enforceable in accordance with their respective terms, and in full force and effect.

 

     The definition of "Termination Date," as set forth in Article One of the Loan Agreement, is hereby modified and amended to read as follows:

 

1.44 "Termination Date" shall mean July 1, 2019, unless such date is extended pursuant to the provisions of Section 10.12 hereof, in which event the extended date shall be the Termination Date.

 

     All terms and provisions of the Loan Agreement which are inconsistent with the provisions of this Amendment are hereby modified and amended to conform hereto; and, as so modified and amended, the Loan Agreement is hereby ratified, approved and confirmed. Except as otherwise may be expressly provided herein, this Amendment shall become effective as of the date set forth in the initial paragraph hereof.

 

     All references in all Loan Documents to the Loan Agreement shall, except as the context may otherwise require, be deemed to constitute references to the Loan Agreement as heretofore amended and as further amended hereby.

 

     The Guarantor does further (a) consent to and approve of all of the terms and provisions of this Amendment insofar as its rights are or may be affected hereby; and (b) acknowledge the continued effectiveness of its Fourth Amended and Restated Guaranty dated March 28, 2016, guaranteeing the principal sum of Forty Million Dollars ($40,000,000.00), plus interest and expenses in accordance with the terms thereof.

 

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

 

 

 

 

IN WITNESS WHEREOF, Borrower, Guarantor and Bank have caused this Amendment to be executed by their respective officers, duly authorized so to do, on this the day and year first above written.

 

  P.A.M. TRANSPORT, INC.  
  By:    
    Daniel H. Cushman, President  
    BORROWER  
       
  P.A.M. TRANSPORTATION SERVICES, INC.  
  By:    
    Daniel H. Cushman, President  
    GUARANTOR  
       
  FIRST TENNESSEE BANK NATIONAL  
  ASSOCIATION  
  By:    
    R. Keith Kirby, Senior Vice President  
    BANK  

 

 

E xhibit 4.3

 

SECOND AMENDMENT TO

 

AMENDED AND RESTATED LOAN AGREEMENT

 

 

THIS SECOND AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT (the "Amendment") is made and entered into as of the 25th day of January, 2019, by and among P.A.M. TRANSPORT, INC. , an Arkansas corporation, whose chief executive office and principal place of business is located at 297 W. Henri de Tonti Boulevard, P.O. Box 188, Tontitown, Arkansas 72770, party of the first part, hereinafter called "Borrower," FIRST TENNESSEE BANK NATIONAL ASSOCIATION , a national banking association organized and existing under the laws of the United States, with its principal place of business at 165 Madison Avenue, Memphis, Tennessee 38103, party of the second part, hereinafter called "Bank," P.A.M. TRANSPORTATION SERVICES, INC. , a Delaware corporation, whose principal place of business and chief executive office is located at 297 W. Henri de Tonti Boulevard, P.O. Box 188, Tontitown, Arkansas 72770, party of the third part, hereinafter called "Guarantor."

 

Recitals of Fact

 

Pursuant to the terms and provisions of that certain Amended and Restated Loan Agreement, bearing date of the 28th day of March, 2016, as amended by that certain First Amendment to Amended and Restated Loan Agreement dated July 27, 2017, and by that certain Letter Agreement dated July 10, 2018 ("Loan Agreement"), among the Borrower, the Bank, and the Guarantor (hereinafter defined), Bank committed to lend to Borrower an amount not to exceed at any one time outstanding the principal sum of Forty Million Dollars ($40,000,000.00), subject to the Borrowing Base (the "Loan"). The Borrower has requested and the Bank has also agreed to increase the principal sum of the Loan to Sixty Million Dollars ($60,000,000.00) and amend certain other provisions of the Loan Agreement.

 

NOW, THEREFORE, for and in consideration of the premises, as set forth in the Recitals of Fact, and other good and valuable considerations, the receipt and sufficiency of which are hereby acknowledged, it is agreed by the parties as follows:

 

Agreements

 

To induce the Bank to enter into this Amendment, the Borrower and the Guarantor do hereby absolute and unconditionally, jointly and severally, certify, represent and warrant to the Bank, and covenant and agree with the Bank, that:

 

All representations and warranties made by the Borrower or the Guarantor in the Loan Agreement, as amended hereby, and in all other loan documents (all of which are herein sometimes called the "Loan Documents"), are true, correct and complete in all material respects as of the date of this Amendment.

 

As of the date hereof and with the execution of this Amendment, there are no existing events, circumstances or conditions which constitute, or would, with the giving of notice, lapse of time, or both, constitute Events of Default.

 

There are no existing offsets, defenses or counterclaims to the obligations of the Borrower or the Guarantor as set forth in any Loan Document executed by the Borrower, or the Guarantor, respectively, in connection with the Loan.

 

 

 

 

Neither the Borrower nor the Guarantor, has any existing claim for damages against the Bank arising out of or related to the Loan; and, if and to the extent (if any) that the Borrower, or the Guarantor has or may have any such existing claim (whether known or unknown), the Borrower and the Guarantor do hereby forever release and discharge, in all respects, the Bank with respect to such claim.

 

The Loan Documents, as amended by this Amendment, are valid, genuine, enforceable in accordance with their respective terms, and in full force and effect.

 

The words and numbers "Forty Million Dollars ($40,000,000.00) (the “Committed Amount”)" as set forth in the Recitals of Fact are hereby deleted and replaced with the words and numbers "Sixty Million Dollars ($60,000,000.00) (the “Committed Amount”)."

 

Sections 1.31 and 1.44 of the Loan Agreement are hereby deleted and the following are inserted in lieu thereof:

 

1.31     “ Note ” means the note given to evidence the Loan, said note being the Fifth Amended and Restated Consolidated Revolving Credit Note, dated January 25, 2019, and being in the principal sum of Sixty Million Dollars ($60,000,000.00), as said note may be modified, renewed, amended, restated or extended, in whole or in part, from time to time; and any other note or notes executed at any time hereafter to evidence the Loan.

 

1.44     “ Termination Date ” shall mean July 1, 2021, unless such date is extended pursuant to the provisions of Section 10.12 hereof, in which event such extended date shall be the Termination Date..

 

Section 2.1 of the Loan Agreement is hereby deleted and the following is inserted in lieu thereof:

 

2.1        The Commitment . Subject to the terms and conditions herein set out, the Bank agrees and commits, from time to time, until the Termination Date, to make loan advances to the Borrower and to issue commercial and standby letters of credit, all in an aggregate principal amount not to exceed, at any one time outstanding, the lesser of (a) Sixty Million Dollars ($60,000,000.00); or (b) the Borrower's Borrowing Base, as defined in Article One.

 

Section 2.3(a) of the Loan Agreement is hereby deleted and the following is inserted in lieu thereof:

 

All advances with respect to the Loan shall be evidenced by the promissory note of the Borrower, payable to the order of the Bank in the principal amount of Sixty Million Dollars ($60,000,000.00) in form substantially the same as the copy of the Note attached hereto as Exhibit “2.3” (the “ Note ”). The entire principal amount of the Loan shall be due and payable (if not sooner declared to be due and payable by reason of Borrower's default) on the Termination Date. The unpaid principal balances of the Loan shall bear interest prior to maturity from the Closing Date on disbursed and unpaid principal balances (calculated on the basis of a year of 365 or 366 days, as is appropriate) at the Applicable Rate (as that term is defined in the Note). Said interest shall be payable monthly on the first day of each month after the Closing Date, with the final installment of interest being due and payable on the Termination Date, or on such earlier date as the Loan shall become due and payable.

 

The following Section 2.7 is inserted in the Loan Agreement.

 

 

 

 

2.7      Unused Line Fee . If in any month during the term of the Loan, the average outstanding principal balance of the Loan (which for purposes hereof includes both loan advances and the amount of any outstanding letters of credit issued by the Bank for the account of Borrower) is less than 30% of the Committed Amount, Borrower shall pay to Bank an unused line fee (the "Unused Line Fee") for said month calculated at a rate equal to 0.25% per annum multiplied by the amount by which the Committed Amount exceeds the average daily outstanding principal balance of the Loan during the month (or part thereof). Borrower is to pay to Bank such Unused Line Fee monthly for any month in which the foregoing criteria apply while this Agreement is in effect and for so long thereafter as any of the Loan is outstanding, which fee shall be payable in arrears on the first (1st) day of the 2nd month following the fee period.

 

Section 5.11 of the Loan Agreement is hereby deleted and the following is inserted in lieu thereof:

 

5.11      Intentionally Omitted .

 

Exhibit "2.3" to the Loan Agreement is hereby deleted and Exhibit "2.3" attached hereto is inserted in lieu thereof.

 

All terms and provisions of the Loan Agreement which are inconsistent with the provisions of this Amendment are hereby modified and amended to conform hereto; and, as so modified and amended, the Loan Agreement is hereby ratified, approved and confirmed. Except as otherwise may be expressly provided herein, this Amendment shall become effective as of the date set forth in the initial paragraph hereof.

 

All references in all Loan Documents to the Loan Agreement shall, except as the context may otherwise require, be deemed to constitute references to the Loan Agreement as heretofore amended and as further amended hereby.

 

The Guarantor does further (a) consent to and approve of all of the terms and provisions of this Amendment insofar as its rights are or may be affected hereby; and (b) acknowledge the continued effectiveness of its Fifth Amended and Restated Guaranty dated of even date herewith, guaranteeing the principal sum of Sixty Million Dollars ($60,000,000.00), plus interest and expenses in accordance with the terms thereof.

 

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

 

 

 

 

IN WITNESS WHEREOF, Borrower, Guarantor and Bank have caused this Amendment to be executed by their respective officers, duly authorized so to do, on this the day and year first above written.

 

  P.A.M. TRANSPORT, INC.
       
    By:  
      Daniel H. Cushman, President
      BORROWER
   
  P.A.M. TRANSPORTATION SERVICES, INC.
       
    By:  
      Daniel H. Cushman, President
      GUARANTOR
   
 

FIRST TENNESSEE BANK NATIONAL

ASSOCIATION

   
    By:  
      R. Keith Kirby, Senior Vice President
      BANK

 

 

 

 

Exhibit 2.3

 

See attached.

 

 

Exhibit 4.4

 

 

FIFTH AMENDED AND RESTATED CONSOLIDATED

REVOLVING CREDIT NOTE

 

$60,000,000.00 Memphis, Tennessee
  January 25, 2019

     

 

ON OR BEFORE July 1, 2021 (the “ Termination Date ”), the undersigned, P.A.M. TRANSPORT, INC. (“ Maker ”), promises to pay to the order of FIRST TENNESSEE BANK NATIONAL ASSOCIATION , a national banking association having its principal place of business in Memphis, Tennessee (“ Bank ”), the principal sum of Sixty Million Dollars ($60,000,000.00), value received, together with interest from date until paid, upon disbursed and unpaid principal balances, at the Contract Rate hereinafter specified, said interest being payable monthly on the first (1 st ) day of each month hereafter, commencing on the 1 st day of February, 2019, with the final installment of interest being due and payable concurrently on the same date that the principal balance is due hereunder.

 

The Termination Date may be extended one or more times pursuant to the provisions of that certain Amended and Restated Loan Agreement dated March 28, 2016, among Maker, Bank and a certain guarantor therein mentioned and described (as same has been and may hereafter be amended, the “ Loan Agreement ”), and if so extended, such extended date shall thereupon constitute the Termination Date.

 

The interest rate on this Note is subject to change from time to time based on changes in an independent index (the “ Index ”) which is the LIBOR Rate (as hereinafter defined) adjusted and determined, without notice to Maker, as of the first day of the month in which this Note is executed and as of the first (1st) day of each calendar month hereafter (the “ Interest Rate Change Date ”). The “ LIBOR Rate ” shall mean the London Interbank Offered Rate of interest for an interest period of one (1) month, which appears on Bloomberg page BBAM under the column heading “USD” (the “ Index ”) on the day that is two (2) London Business Days preceding each Interest Rate Change Date (the “ Reset Date ”). If the LIBOR Rate as defined above is not available or is not published for any Reset Date, then Bank shall, at its sole discretion, choose a substitute source for the LIBOR Rate, which LIBOR Rate plus the Margin (hereinafter defined) shall become effective on the next Interest Rate Change Date. “London Business Day” shall mean any day on which commercial banks in London, England are open for general business. The Index is not necessarily the lowest rate charged by Bank on its loans. If the Index becomes unavailable during the term of this loan, Bank may designate a substitute index after notice to Maker. Bank will tell Maker the current Index rate upon Maker's request. The interest rate change will not occur more often than each month. Maker understands that Bank may make loans based on other rates as well. The Index is currently 2.52238% per annum. The Index plus a margin of one and one-fourth percent (1.25%) (the “ Margin ”) results in an initial interest rate of 3.77238%. NOTICE: Under no circumstances will the interest rate on the Note be more than the maximum rate allowed by applicable law.

 

The annual interest rate for this Note is computed on a 365/360 basis; that is, by applying the ratio of the annual interest rate over a year of 360 days, multiplied by the outstanding principal balance, multiplied by the actual number of days the principal balance is outstanding.

 

 

 

 

Notwithstanding the foregoing, upon the occurrence of an Event of Default (as defined in the Loan Agreement), the Bank, at its option, may charge, and the Maker agrees to pay, interest on disbursed and unpaid principal balances at the default rate (the “ Default Rate ”) equal to a rate per annum equal to the lesser of (a) the Maximum Rate or (b) (i) the base commercial rate of interest (the “ Base Rate ”) established from time to time by the Bank plus (ii) three percent (3%).

 

Notwithstanding any other provisions herein, if any Change in Law (as hereinafter defined) shall make it unlawful for the Bank to make or maintain a LIBOR Rate loan as contemplated by this Note, the principal outstanding hereunder shall, if required by law and if the Bank so requests, be converted on the date required to make the loan evidenced by this Note legal to a loan accruing interest at the lesser of the Maximum Rate or the base commercial rate of interest (“ Base Rate ”) established from time to time by the Bank. Each change in the Base Rate shall become effective, without notice to the undersigned, on the same date that the Base Rate changes. The undersigned hereby agrees promptly to pay the Bank, upon demand, any costs incurred by the Bank in making any conversion in accordance with this paragraph, including any interest or fees payable by the Bank to lenders of funds obtained by it in order to maintain its LIBOR Rate loans.

 

Any amounts not paid when due hereunder (whether by reason of acceleration, maturity, or otherwise) shall bear interest after maturity at the Default Rate.

 

For purposes hereof, the following terms shall have the following meanings unless the context otherwise requires:

 

Change in Law ” shall mean the adoption of any law, rule, regulation, policy, guideline or directive (whether or not having the force of law) or any change therein or in the interpretation or application thereof, in all cases by any Governmental Authority having jurisdiction over the Bank, in each case after the date hereof.

 

Governmental Authority ” shall mean any nation or government, any state or other political subdivision thereof and any entity exercising regulatory functions of or pertaining to government.

 

In the event that the foregoing provisions should be construed by a court of competent jurisdiction not to constitute a valid, enforceable designation of a rate of interest or method of determining same, the indebtedness hereby evidenced shall bear interest at the maximum effective contract rate which may be charged by the Bank under applicable statutes and laws from time to time in effect.

 

For any payment which is not made within ten (10) days of the due date for such payment, the Maker shall pay a late fee. The late fee shall equal five percent (5%) of the unpaid portion of the past-due payment.

 

This Note is secured by an Amended and Restated Security Agreement (the “ Security Agreement ”) dated March 28, 2016, as same may be modified, amended, renewed, or extended, covering Maker's Accounts Receivable, and other collateral, as is more particularly described in said Security Agreement, and may now or hereafter be secured by other mortgages, trust deeds, assignments, security agreements, or other instruments of pledge or hypothecation.

 

 

 

 

This Note is payable at the offices of Bank, 165 Madison Avenue, Memphis, Tennessee 38103, or at such other place as the holder may designate in writing, in lawful money of the United States of America, which shall be legal tender in payment of all debts and dues, public and private, at the time of payment.

 

On the Termination Date, or, at the option of the Bank (a) if the undersigned shall fail to make payment of any installment of interest, as above provided, or (b) upon any default in the terms and provisions of the Security Agreement or any trust deed, mortgage, or other instrument of pledge or hypothecation which now or hereafter secures the payment of the indebtedness evidenced hereby, or (c) upon the occurrence of any Event of Default as that term is defined in the Loan Agreement, or (d) upon the death or dissolution of the Maker or any endorser or guarantor or (if the Maker, or any endorser or guarantor is a partnership) the death or dissolution of any general partner thereof, or (e) upon default in the payment when due of any other indebtednesses, liabilities, or obligations of the Maker to the Bank, whether now existing or hereafter created or arising, the entire unpaid balance of the indebtedness hereby evidenced, together with all interest then accrued, shall at once become due and payable for all purposes.

 

If this Note is placed in the hands of an attorney for collection, by suit or otherwise, or to protect the security for its payment, or to enforce its collection, or to represent the rights of the Bank in connection with any loan documentation executed in connection herewith, or to defend successfully against any claim, cause of action or suit brought by the Maker against the Bank, the Maker shall pay on demand all costs of collection and litigation (including court costs), together with a reasonable attorney's fee. These include, but are not limited to, the Bank's reasonable attorney's fees and legal expenses, whether or not there is a lawsuit, including attorney's fees for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction) and appeals.

 

The Bank and the Maker hereby waive the right to any jury trial in any action, proceeding, or counterclaim brought by either Bank or Maker against the other.

 

To the extent permitted by applicable law, the Bank reserves a right of setoff in all the Maker's accounts with the Bank (whether checking, savings, or some other account). This includes all accounts the Maker may open in the future. However, this does not include any IRA or Keogh accounts, or any trust accounts for which setoff would be prohibited by law. The Maker authorizes the Bank, to the extent permitted by applicable law, to charge or setoff all sums owing on the indebtedness against any and all such accounts, and, at the Bank's option, to administratively freeze all such accounts to allow the Bank to protect the Bank's charge and setoff rights provided in this paragraph.

 

To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each business entity that opens an account. What this means to Maker: When Maker opens an account, the Bank will ask for Federal Tax Identification Number, physical street address, full legal name of the Maker and other information that will allow the Bank to identify Maker. The Bank may also ask Maker to provide copies of certain documents that will aid in confirming this information.

 

 

 

 

The Maker and any endorsers or guarantors hereof waive protest, demand, presentment and notice of dishonor, and agree that this Note may be extended, in whole or in part, without limit as to the number of such extensions, or the period or periods thereof, and without notice to them and without affecting their liability thereon.

 

It is the intention of the Bank and the Maker to comply strictly with all applicable usury laws; and, accordingly, in no event and upon no contingency shall the holder hereof ever be entitled to receive, collect, or apply as interest any interest, fees, charges, or other payments equivalent to interest, in excess of the maximum rate which the Bank may lawfully charge under applicable statutes and laws from time to time in effect; and, in the event that the holder hereof ever receives, collects, or applies as interest, any such excess, such amount which, but for this provision, would be excessive interest, shall be applied to the reduction of the principal amount of the indebtedness evidenced hereby; and, if the principal amount of the indebtedness evidenced hereby, and all lawful interest thereon, is paid in full, any remaining excess shall forthwith be paid to the Maker, or other party lawfully entitled thereto. All interest paid or agreed to be paid by the Maker shall, to the maximum extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full period until payment in full of the principal, so that the interest hereon for such full period shall not exceed the maximum amount permitted by applicable law. Any provision hereof, or of any other agreement between the Bank and the Maker, that operates to bind, obligate, or compel the Maker to pay interest in excess of such maximum lawful contract rate shall be construed to require the payment of the maximum rate only. The provisions of this paragraph shall be given precedence over any other provision contained herein or in any other agreement between the Bank and the Maker that is in conflict with the provisions of this paragraph.

 

This Note shall be governed and construed according to the statutes and laws of the State of Tennessee from time to time in effect, except to the extent that Section 85 of Title 12 of the United States Code (or other applicable federal statute) may permit the charging of a higher rate of interest than applicable state law, in which event such applicable federal statute, as amended and supplemented from time to time, shall govern and control the maximum rate of interest permitted to be charged hereunder; it being intended that, as to the maximum rate of interest which may be charged, received, and collected hereunder, those applicable statutes and laws, whether state or federal, from time to time in effect, which permit the charging of a higher rate of interest, shall govern and control; provided, always, however, that in no event and under no circumstances shall the Maker be liable for the payment of interest in excess of the maximum effective rate permitted by such applicable law, from time to time in effect.

 

 

 

 

This Note constitutes an increase and restatement of that certain Fourth Amended and Restated Consolidated Revolving Credit Note dated March 28, 2016, in the principal amount of Forty Million Dollars ($40,000,000.00), which amended that certain Third Amended and Restated Consolidated Revolving Credit Note dated November 17, 2014, in the principal sum of Forty Million Dollars ($40,000,000.00), as same has been amended, which amended that certain Second Amended and Restated Consolidated Revolving Credit Note dated May 30, 2012, in the principal sum of Thirty-Five Million Dollars ($35,000,000.00), as same has been amended, which amended that certain Consolidated Amended and Restated Promissory Note of the Maker dated June 22, 2007, in the principal sum of Thirty Million Dollars ($30,000,000.00), as same was previously amended by First Amendment to Consolidated, Amended and Restated Revolving Credit Note dated June 1, 2009, which constituted an increase, consolidation, renewal and extension of that certain promissory note dated June 27, 1995, in the principal amount of Two Million Five Hundred Thousand Dollars ($2,500,000.00), that certain promissory note dated July 3, 1996, in the principal amount of Five Million Dollars ($5,000,000.00), that certain consolidated, amended and restated promissory note dated April 26, 2001, in the principal amount of Seven Million Five Hundred Thousand Dollars ($7,500,000.00), that certain promissory note dated April 26, 2001, in the principal amount of Five Million Dollars ($5,000,000.00), and that amended and restated revolving credit note dated April 26, 2001, in the principal amount of Seven Million Five Hundred Thousand Dollars ($7,500,000.00) (the “ Prior Notes ”), being payable to the order of the Bank, and being executed by the Maker. The indebtedness heretofore evidenced by such Prior Notes is not discharged or cancelled by the execution hereof. From and after the date hereof, said indebtedness evidenced by the Prior Notes (together with the additional principal sum of Twenty Million Dollars ($20,000,000.00) shall be evidenced by, and shall be payable in accordance with, the provisions of this Note; and the collateral security which secured the indebtedness heretofore evidenced by said Prior Notes shall continue to secure the indebtedness evidenced hereby.

 

ATTEST:   P.A.M. TRANSPORT, INC.  
         
    By:    
Secretary     Daniel H. Cushman, President  

 

 

Exhibit 4.6

 

FIRST AMENDMENT TO

AMENDED AND RESTATED SECURITY AGREEMENT

 

THIS FIRST AMENDMENT TO AMENDED AND RESTATED SECURITY AGREEMENT (this "Amendment") is made and entered into as of the 25th day of January, 2019, by and between P.A.M. TRANSPORT, INC. , an Arkansas corporation, whose address is 297 W. Henri de Tonti Boulevard, P.O. Box 188, Tontitown, Arkansas 72770 (“ Grantor ”), and FIRST TENNESSEE BANK NATIONAL ASSOCIATION , a national banking association whose address is 165 Madison Avenue, Memphis, Tennessee 38103, Attention: First Tennessee Business Credit (“ Bank ”).

 

Recitals of Fact

 

Grantor, has heretofore made, executed and delivered to the Bank, as Secured Party, that certain Amended and Restated Security Agreement ("Security Agreement") bearing date of March 28, 2016, for the purpose of securing the payment of certain Obligations, as mentioned and defined in the Security Agreement.

 

Grantor has this day made, executed and delivered to the Bank certain Fifth Amended and Restated Consolidated Revolving Credit Note in the principal sum of Sixty Million Dollars ($60,000,000.00); and as a result thereof, the parties desire to modify and amend the Security Agreement as hereinafter provided.

 

NOW, THEREFORE, for and in consideration of the premises, as set forth in the Recitals of Fact, and other good and valuable considerations, the receipt and sufficiency of which are hereby acknowledged, it is agreed by the parties as follows:

 

Agreements

 

1.          Paragraph 3(a) of the Security Agreement is hereby modified and amended to read as follows:

 

(a)     the full and prompt payment, when due, of the indebtedness (and interest thereon) evidenced and to be evidenced by that certain Fifth Amended and Restated Consolidated Revolving Credit Note, bearing date of the 25th day of January, 2019, in the principal sum of Sixty Million Dollars ($60,000,000.00), executed by Grantor, and payable to the order of Bank, and any and all renewals, modifications, and extensions of said note, in whole or in part;

 

 All references in the Security Agreement to the Loan Agreement shall be deemed to be references to the Amended and Restated Loan Agreement dated March 28, 2016, as amended by that certain First Amendment to Amended and Restated Loan Agreement dated July 27, 2017, by that certain Letter Agreement dated July 10, 2018, and by that certain Second Amendment to Amended and Restated Loan Agreement of even date herewith.

 

 

 

 

 All terms and provisions of the Security Agreement, as heretofore amended, which are inconsistent with the terms and provisions of this Amendment, are hereby modified and amended to conform herewith; and, as modified and amended hereby, the Security Agreement is hereby ratified, approved and confirmed by the parties hereto.

 

IN WITNESS WHEREOF, the Grantor has caused this Amendment be executed and delivered by its duly authorized officers on this the day and year first above written.

 

ATTEST:

 

P.A.M. TRANSPORT, INC.

 
       
     

By:

 

Title:

     

Daniel H. Cushman, President

         
       

GRANTOR

 

 

(Corporate Seal)

 

 

Exhibit 4.7

 

 

 

FIFTH AMENDED AND RESTATED GUARANTY AGREEMENT

 

FOR VALUE RECEIVED, and in consideration of credit given or to be given, advances made or to be made, or other financial accommodation from time to time afforded or to be afforded to P.A.M. TRANSPORT, INC. , an Arkansas corporation (hereinafter called the "Debtor"), by FIRST TENNESSEE BANK NATIONAL ASSOCIATION , a national banking association organized and existing under the laws of the United States, and having a place of business in Memphis, Tennessee (hereinafter called the "Bank"), the undersigned P.A.M. TRANSPORTATION SERVICES, INC. (hereinafter called the "Guarantor") hereby jointly and severally (if more than one), for themselves, their heirs, executors, administrators and successors absolutely and unconditionally guarantee(s) the full and prompt payment to the Bank, at maturity (whether by acceleration or otherwise) and at all times thereafter, of any and all indebtedness, obligations and liabilities of every kind and nature, however created, arising or evidenced, of the Debtor to the Bank (including all liabilities of any partnership created or arising while the Debtor may have been or may be a member thereof), whether now existing or hereafter created or arising, whether direct or indirect, absolute or contingent, joint or several, and howsoever owned, held or acquired, whether through discount, overdraft, purchase, direct loan or as collateral, or otherwise, together with all expenses, legal and/or otherwise (including court costs and attorney's fees) incurred by the Bank in collecting or endeavoring to collect such indebtedness or any part thereof, in protecting any collateral, and in enforcing this Guaranty (all of which is collectively referred to as the "Indebtedness"). The right of recovery, however, against the Guarantor (or each of them, if more than one) is limited to Sixty Million Dollars ($60,000,000.00) plus interest on all loans and/or advances hereunder and all expenses hereinbefore mentioned.

 

THIS GUARANTY SHALL BE A CONTINUING, ABSOLUTE AND UNCONDITIONAL GUARANTY, and shall remain in full force and effect until the Indebtedness (and interest thereon and expenses in connection therewith), and all renewals, modifications, or extensions thereof, in whole or in part, shall have been fully paid and satisfied and shall remain in full force and effect until written notice of its discontinuance, addressed to the President of the Bank, shall be actually received by the Bank (the burden of proof of receipt by the Bank of such notice being in all cases upon the Guarantor), and also until any and all said indebtedness, or any extensions or renewals thereof, existing before receipt of such notice, and expenses in connection therewith, shall be fully paid. Regardless of when a renewal or extension of pre-termination debt occurs (with or without adjustment of interest rate or other terms), the debt is deemed to have been incurred prior to termination to the extent of the renewal or extension, and to be fully covered by this Guaranty. The death, dissolution or withdrawal of the Guarantor (or any of them, if more than one) shall not terminate this Guaranty until notice of any such death, dissolution or withdrawal, given as above provided, shall have actually been received by the Bank, and until all of said indebtedness, or any extensions or renewals thereof, existing before receipt of such notice shall be fully paid. And in the event of any such death, dissolution or withdrawal and notice thereof to the Bank, this Guaranty shall, notwithstanding, continue and remain in force against any surviving Guarantor until discontinued as hereinabove provided.

 

 

 

 

The Bank is hereby expressly authorized to make from time to time, without notice to anyone: any renewals, modifications or extensions, whether such renewals, modifications or extensions be in whole or in part and without limit as to the number of such extensions or of the renewal periods thereof, and without notice to or further assent from the undersigned, sales, pledges, surrenders, compromises, settlements, releases, indulgences, alterations, substitutions, exchanges, changes in, modifications, or other dispositions including, without limitation, cancellations, of all or any part of the collateral pledged to secure the Indebtedness or any part of said Indebtedness, either express or implied, or of any contracts or instruments evidencing any thereof, or of any security or collateral therefor, and/or to take any security for or other guaranties upon any of said Indebtedness; and the liability of the Guarantor (or any of them, if more than one) shall not be in any manner affected, diminished or impaired thereby, or by any lack of diligence, failure, neglect or omission on the part of the Bank to make any demand or protest, or give any notice of dishonor or default, or to realize upon or protect any of said Indebtedness, or any collateral or security therefor, or to exercise any lien upon or right of appropriation or setoff of any moneys, accounts, credits, or property of said Debtor, possessed by the Bank, towards the liquidation of said Indebtedness, or by any application of payments or credits thereon. The Bank shall have the exclusive right to determine how, when and what application of payments and credits, if any, shall be made on said Indebtedness, or any part thereof, and shall be under no obligation, at any time, to first resort to, make demand on, file a claim against, or exhaust its remedies against the Debtor, or any one or more of the Guarantors, or other persons or corporations, their properties or estates, or to resort to or exhaust its remedies against, any collateral, security, property, liens or other rights whatsoever. It is expressly agreed that the Bank may at any time make demand for payment on, or bring suit against the Guarantor (or any of them, if more than one), or any other guarantors, may compound with the Guarantor or any other guarantor for such sums or on such terms as Bank may see fit and release the Guarantor (or any of them, if more than one) or any other guarantor from all further liability to the Bank, without thereby impairing the rights of the Bank in any respect to demand, sue for and collect the balance of the Indebtedness from any guarantor not so released; and that any claims against Debtor, against any other guarantor, or against any collateral, accruing to the Guarantor (or any of them, if more than one) by reason of payments made hereunder shall be in all respects junior and subordinate to any obligation then or subsequently owed by the Debtor or by such other guarantor to the Bank.

 

In addition, the liability of the Guarantors (or each of them, if more than one) shall not be affected by any lack of validity or enforceability of the guaranteed debt. As security for the undertakings and obligations of the Guarantor hereunder, the Guarantor (or each of them, if more than one) expressly grants and gives to the Bank a right of immediate setoff, without demand or notice, of the balance of every deposit account, now or at any time hereafter existing, of the Guarantor (or each of them, if more than one) with the Bank, and a general lien upon, and security interest in all money, negotiable instruments, commercial paper, notes, bonds, stocks, credits and/or choses in action, or any interest therein, and any other property, rights, and interests of the Guarantor (or each of them, if more than one) or any evidence thereof, which have or any time shall come into the possession, custody, or control of the Bank, and, in the event of default hereunder, the Bank may sell or cause to be sold at public or private sale in any manner which may be lawful, for cash or credit and upon such terms as the Bank may see fit, and (except as may be otherwise expressly provided by the Uniform Commercial Code, or other applicable law) without demand or notice to the Guarantor (or each of them, if more than one), all or any of such security, and the Bank (unless prohibited by the Uniform Commercial Code from so doing) or any other person may purchase such property, rights or interests so sold and thereafter hold the same free of any claim or right of whatsoever kind, including any right or equity or redemption, of the Guarantor (or each of them, if more than one), such demand, notice, right or equity of redemption being hereby expressly waived and released.

 

 

 

 

In the event of the death, incompetency, dissolution, liquidation, insolvency (however evidenced) of the Debtor, or institution of bankruptcy or receivership proceedings by the Debtor, or in the event that any involuntary bankruptcy or receivership proceedings filed against the Debtor shall not be dismissed within thirty (30) days following the institution of such proceedings, then and in any such event all of the Indebtedness shall, for the purposes of this Guaranty, and at the option of the Bank, immediately become due and payable from the Guarantor; and, in such event, any and all sums or payments of any nature which may be or become due and payable by the Debtor to the undersigned are hereby assigned to the Bank, and shall be collectible by the Bank, without necessity for other authority than this instrument, until the Indebtedness shall be fully paid and discharged, but such collection by the Bank shall not in any respect affect, impair or diminish any other rights of the Bank hereunder.

 

The granting of credit from time to time by the Bank to the Debtor, in excess of the amount to which right of recovery under this Guaranty is limited and without notice to the Guarantor (or any of them, if more than one), is hereby expressly authorized and shall in no way affect or impair this Guaranty; and, in the event that the Indebtedness of the Debtor to the Bank shall so exceed the amount to which this Guaranty is limited, any payment by the Debtor or any collections or recovery by the Bank from any sources other than this Guaranty may first be applied by the Bank to any portion of the Indebtedness which exceeds the limits of this Guaranty.

 

The Guarantor (or each of them, if more than one) will not exercise any rights that Guarantor (or any of them, if more than one) may acquire by way of subrogation under this Guaranty, by any payment made hereunder or otherwise, until all of the Indebtedness shall have been paid in full. If any amount shall be paid to the Guarantor (or any of them, if more than one) on account of such subrogation rights at any time when all the Indebtedness shall not have been paid in full, such amount shall be held in trust for the benefit of the Bank and shall forthwith be paid to the Bank to be credited and applied upon the Indebtedness.

 

Notwithstanding any other provision of this Guaranty to the contrary, if the obligations of the Guarantor hereunder would otherwise be held or determined by a court of competent jurisdiction in any action or proceeding involving any state corporate law or any state or Federal bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other law affecting the rights of creditors generally, to be void, invalid or unenforceable to any extent on account of the amount of the Guarantor's (or each of them, if more than one) liability under this Guaranty, then notwithstanding any other provision of this Guaranty to the contrary, the amount of such liability shall, without any further action by the Guarantor (or each of them, if more than one) or any other person, be automatically limited and reduced to the highest amount which is valid and enforceable as determined in such action or proceeding.

 

 

 

 

The Bank may without any notice whatsoever to anyone, sell, assign or transfer all or any part of said Indebtedness; and in that event each and every immediate and successive assignee, transferee or holder of all or any part of said Indebtedness shall have the right to enforce this Guaranty, by suit or otherwise, for the benefit of such assignee, transferee or holder, as fully as though such assignee, transferee or holder were herein by name given such rights, powers and benefits; but the Bank shall have an unimpaired right, prior and superior to that of any said assignee, transferee or holder, to enforce this Guaranty for the benefit of the Bank, as to so much of said Indebtedness that has not been sold, assigned or transferred.

 

No act of commission or omission of any kind, or at any time, on the part of the Bank in respect of any matter whatsoever shall in any way affect or impair this Guaranty. This Guaranty is in addition to and not in substitution for or discharge of any other Guaranty held by the Bank. The Guarantor (or each of them, if more than one) waives any rights of action Guarantor (or any of them, if more than one) might have against the Bank because of the exercise by the Bank in any manner howsoever of any rights granted to the Bank herein.

 

This Guaranty contains the entire agreement between the parties and every part thereof shall be binding upon the Guarantor (or each of them, if more than one), Guarantor's successors and assigns, as fully as though everywhere specifically mentioned, and shall inure to the benefit of the Bank, and its successors and assigns, and shall be construed according to the laws of the State of Tennessee, in which state it is accepted by the Bank.

 

If any provision hereof is invalid or unenforceable, the remaining provisions hereof shall not be affected by such invalidity or unenforceability. Each term and provision contained herein shall, however, be valid and enforceable to the fullest extent permitted by applicable law.

 

The Guarantor agrees to furnish a current financial statement upon the request of the Bank from time to time. Further, Guarantor shall supply or cause to be supplied to Bank such other information relating to the financial condition and business affairs of the Guarantor (including updated financial statement of the Guarantor) as may from time to time be requested by the Bank.

 

The Guarantor (or each of them, if more than one) acknowledges that this Guaranty Agreement is and shall be effective against such Guarantor upon execution by such Guarantor (regardless of whether any other person named herein as Guarantor shall sign), and delivery hereof to the Bank, or its agent; and that it shall not be necessary for the Bank to execute any acceptance hereof or otherwise to signify or express its acceptance hereof.

 

ALL OF THE PARTIES HEREBY WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY ANY OF THE PARTIES AGAINST THE OTHER ON ANY MATTER WHATSOEVER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT OR UNDER ANY AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED (OR WHICH MAY BE DELIVERED IN THE FUTURE) IN CONNECTION HEREWITH OR ARISING FROM ANY BANKING RELATIONSHIP BETWEEN THE PARTIES TO THIS AGREEMENT.

 

 

 

 

This Agreement amends and restates that certain Fourth Amended and Restated Guaranty Agreement dated March 28, 2016, which amended and restated that certain Third Amended and Restated Guaranty Agreement dated November 17, 2014, which amended and restated that certain Second Amended and Restated Guaranty Agreement dated May 30, 2012, which amended and restated that certain Amended and Restated Guaranty Agreement, dated June 22, 2007, which amended and restated that certain Guaranty Agreement dated April 26, 2001, and as amended is hereby ratified and confirmed in all respects.

 

IN WITNESS WHEREOF, the Guarantor (or each of them, if more than one) has caused this Guaranty Agreement to be executed by its duly authorized officers on this the 25th day of January, 2019.

 

   

P.A.M. TRANSPORTATION

SERVICES, INC.

     
   

By:

 

WITNESS

 

Title:

Daniel H. Cushman, President

       
     

ATTEST:

       
   

By:

 

WITNESS

 

Title:

Allen W. West, Secretary

 

 

STATE OF Arkansas
COUNTY OF washington

 

 

Before me, ___________________, a Notary Public in and for the State and County aforesaid, personally appeared Daniel H. Cushman and Allen W. West with whom I am personally acquainted (or proved to me on the basis of satisfactory evidence), and who, upon oath, acknowledged themselves to be the President and Secretary, respectively, of P.A.M, TRANSPORTATION SERVICES, INC. , the within-named bargainor, a corporation, and that they as such President and Secretary, being duly authorized so to do, executed the foregoing instrument for the purposes therein contained, by the said Daniel H. Cushman signing the name of the corporation by himself as such President and by the said Allen W. West attesting the same as such Secretary.

 

WITNESS my hand and seal at office, on this the ____ day of January, 2019.

 

 

     

 

  Notary Public

My Commission Expires:

   
     

 

 

Exhibit 99.1

 

 

FROM: P.A.M. TRANSPORTATION SERVICES, INC.

P.O. BOX 188

Tontitown, AR 72770

Allen W. West

(479) 361-9111

 

P.A.M. Transportation Services, Inc. Announces New Board Member

 

Tontitown, Arkansas, January 30, 2019….. P.A.M. Transportation Services, Inc. (NASDAQ: PTSI) (the “Company”) today announced that H. Pete Montaño has been appointed to the Company’s board of directors. With the addition of Mr. Montaño, the board now consists of ten directors.

 

Mr. Montaño, age 59, recently retired with over 36 years of service in the transportation industry, most recently as Vice President of Sales and Revenue Management for Contract Freighters, Inc. (“CFI”), a trucking and logistics company in Joplin, Missouri, which formerly operated as a division of Con-way, Inc. and XPO Logistics, Inc. As Vice President of Sales and Revenue Management for CFI, he oversaw sales in the United States, Canada and Mexico and was responsible for the strategic sales planning, account growth and training for all sales in the United States, Mexico and Canada as well as the pricing and bid departments. Mr. Montaño served over 28 years in various capacities with CFI, starting as director of sales for Mexico.

 

“Pete brings significant industry experience and cross-border expertise to our board. His insight and perspective will be a valuable addition to the board, especially with respect to the Company’s growing Mexico division. We are pleased to welcome him to the Company,” said Matthew T. Moroun, chairman of the board of the Company.

 

Prior to his time at CFI, Mr. Montaño worked for Roadway Express, where he was in charge of sales for regions of the United States and Mexico. Mr. Montaño is a graduate of the University of Arizona, where he obtained a degree in Business Administration. He is a dual citizen of the United States and Mexico. Mr. Montaño brings to the board extensive sales and operational experience in the transportation industry and particular knowledge and insight relating to the Company’s Mexico operations.

  

About P.A.M. Transportation Services, Inc.

 

P.A.M. Transportation Services, Inc. is a leading truckload dry van carrier transporting general commodities throughout the continental United States, as well as in the Canadian provinces of Ontario and Quebec. The Company also provides transportation services in Mexico through its gateways in Laredo and El Paso, Texas under agreements with Mexican carriers.

 

 

 

 

Forward-Looking Statements

 
Certain information included in this document contains or may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements may relate to expected future financial and operating results or events, and are thus prospective. Such forward-looking statements are subject to risks, uncertainties and other factors which could cause actual results to differ materially from future results expressed or implied by such forward-looking statements. Potential risks and uncertainties include, but are not limited to, excess capacity in the trucking industry; surplus inventories; recessionary economic cycles and downturns in customers’ business cycles; increases or rapid fluctuations in fuel prices, interest rates, fuel taxes, tolls, and license and registration fees; the resale value of the Company’s used equipment and the price of new equipment; increases in compensation for and difficulty in attracting and retaining qualified drivers and owner-operators; increases in insurance premiums and deductible amounts relating to accident, cargo, workers' compensation, health, and other claims; unanticipated increases in the number or amount of claims for which the Company is self-insured; inability of the Company to continue to secure acceptable financing arrangements; seasonal factors such as harsh weather conditions that increase operating costs; competition from trucking, rail, and intermodal competitors including reductions in rates resulting from competitive bidding; the ability to identify acceptable acquisition candidates, consummate acquisitions, and integrate acquired operations; a significant reduction in or termination of the Company’s trucking service by a key customer; and other factors, including risk factors, included from time to time in filings made by the Company with the Securities and Exchange Commission. The Company undertakes no obligation to publicly update or revise forward-looking statements, whether as a result of new information, future events or otherwise. In light of these risks and uncertainties, the forward-looking events and circumstances discussed above and in company filings might not transpire.